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Home My WebLink AboutPOPE CONSTRUCTION RENOVATIONS OF THE ENTRANCE AND CONTROL ROOM RCCIAugusta - Richmond County CAPITAL IMPROVEMENTS PROGRAM MANAGEMENT HEERY International, Inc. 501 Greene Street, Suite 307, Augusta, Georgia 30901 (706) 842 -5558; FAX (706) 821 -2484 Letter of Transmittal ❑ For approval ❑ For Your Files ❑ Revise & Submit ❑ As requested ❑ For Your Use ❑ Furnish as requested ❑ For Your Information ❑ As Discussed x For Review and Comment DATE: 14 June 2010 TO: Andrew McKenzie Augusta Law Department 501 Greene Street Augusta, GA 30901 FROM: Jacques Ware SUBJECT: Executed Contract for Phase 1 Renovations to the Richmond County Corrections Institute Ot Date Description of Item 4 6/2/2010 Executed Contract between ARC and Pope Construction Company 4 2/2/2010 Commission Approval Letter Comments• Mr. McKenzie, I am forwarding the partially- executed originals to you for your review. Once you have completed your review and initialed the documents, please return the four (4) sets to me and I will forward them to the Mayor's office for signature. A 44_,(� ire 706.842.5558 ITEM. as described above ® Attached ❑ Under Separate Cover Via pickup from your courier If Enclosures are not as noted kindly notify us at once. Received by: Office Of The Administrator G June 1, 2010 Mr. Robert Leverett Warden - RCCI 2314 Tobacco Road Augusta, GA 30906 Dear Robert: A Frederick L. Russell, Administrator Tameka Allen, Interim Deputy Administrator Robert Leverett, Interim Deputy Administrator Room 801 - Municipal Building 530 Greene Street- AUGUSTA, GA. 30901 (706) 821 -2400 - FAX (706) 821 -2819 www.augustitga.gov The Augusta_ Richmond County Commission, at their regular meeting held on Tuesday, June 1, 2010, approved renovations of the entrance and the control room of RCCI. If yoy have any questions, please contact me. Interim Deputy Administrator 06- 01 -10: #23 cc: Ms. Donna Williams Ms. Geri Sams 0 aI( A I%14 -L OOC.5. OWNER - CONTRACTOR AGREEMENT OWNER- CONTRACTOR AGREEMENT THIS CONSTRUCTION CONTRACT ( "Contract") made this 2nd day of June, 2010, by and between Pope Construction Company, ( "Contractor"), whose address is 1 Cone Street, Statesboro, Georgia, 30458, and Augusta Richmond County, by and through the Augusta Commission, for the benefit of the Richmond County Corrections Institution (hereinafter "RCCI "). WITNESSETH, that the Contractor and the Owner, for the consideration set forth herein, the adequacy and sufficiency of which is hereby acknowledged by each party, agree as follows: Project Name and Description: "Phase 1 Renovations of RCCI," located at 2314 Tobacco Road, Augusta, Georgia (hereinafter the "Project "). 1. Existing Documents. The Contractor has reviewed and taken into consideration the Bidding Documents in preparing bid. 2. The Contract Sum: The Owner shall pay the Contractor for the performance of the contract, subject to additions and deductions provided by approved change orders, in current funds, the Contract Sum as follows: FOUR HUNDRED TWENTY ONE THOUSAND NINE HUNDRED DOLLARS ($421,900). This amount equates to the Base Bid amount. 3. Options to Contract: The Owner accepts the following Alternate Bid from the Contractor, thereby incorporating herein the Work associated with said Alternate. Alternate Description Amount Option Expiration 1 Relocate Control Rm to $74,418.00 Mezzanine & HVAC Scope 4. There will be no change in the required Date of Substantial Completion. 5. The Substantial Completion Date shall be achieved within 175 consecutive calendar days beginning the date specified in the Notice to Proceed. 7. Notice. All notices in accordance with the General and Special Conditions of the Contract shall be given to the following addresses: CONTRACTOR: OWNER: Pope Construction Company 1 Cone Street Statesboro, GA 30458 Attention: Rob Sharp Phone Number: (912) 764.6138 Facsimile Number: (912) 764.9408 Augusta Richmond County Administrator 00 52 00 -1 OWNER- CONTRACTOR AGREEMENT Augusta Richmond County Administrator 530 Greene Street Room 801 August, Georgia, 30911 Phone Number: (706) 821 -2400 Facsimile Number: (706) 821 -2819 CONSTRUCTION PROGRAM MANAGER ARCHITECT: USING AGENCY: Heery International, Inc. 501 Greene Street, Suite 313 Augusta, GA 30901 Attn: Jacques Ware Phone Number: (706) 842 -5558 Facsimile Number: (706) 821 -2484 KSGW Architects 2500 Northwinds Parkway, Suite 250 Alpharetta, GA 30009 Attn: Gregory Washington Phone Number: (770) 619.5913 Facsimile Number: (770) 619.5914 Richmond County Corrections Institution 2314 Tobacco Road Augusta, GA 30906 Attn: Robert Leverett Phone Number: (706) 771.2921 Facsimile Number: (706)798.8110 8. Scope of the Work: The Contractor shall furnish all equipment, materials and labor to perform all of the Work and do all things required by the Contract Documents. Specific Work tasks include : a. Within 14 calendar days of executed Agreement, submit General Work Plan to Owner's Project Manager, including scheduled completion of all major tasks. b. Prepare a Safety Plan and submit to Owner's Project Manager, within 14 days of executed Agreement. Plan should include emergency response procedures, discussion of potential hazards, secured accessibility, etc. C. Attend Pre - Construction Conference with Owner Representatives and Using Agency resources. d. Obtain and pay for all required permits, taking into account all applicable laws and regulations. e. Demolition of areas and items as required by the Contract Documents. All salvageable materials will become the property of the Contractor, unless specifically noted otherwise. 00 52 00 -2 OWNER- CONTRACTOR AGREEMENT Erect new scope, as required by the Contract Documents. 8. Schedule and Completion: The Work shall commence upon issuance of the Notice to Proceed and be completed within the time period specified herein and in accordance with the General Conditions of the Contract. 9. Periodic Progress Payments: The Owner shall make progress payments, less retainage, as set forth in the General Conditions of the Contract. Invoices shall be addressed to the Construction Program Manager. The terms of this instant agreement supersede any and all provisions of the Georgia Prompt Pay Act. 10. Payment for Substantial and Final Completion: The Owner shall make payments for Substantial Completion and Final Completion as set forth in the General Conditions of the Contract. 11. Contract Documents: This Contract, together with The Bidding Documents, General and Special Conditions of the Contract, constitute the Contract Documents for the Project. 12. Bonds. The Contractor shall furnish both a Performance Bond and a Payment Bond and shall pay the premiums thereon as a cost of the Work. The Performance Bond shall guarantee the full performance of the Contract. follow 13. Unit PF i Ges! Should Ghanges i n the SGGpe of Work be requ as Felated to the 14. Applicable Law: This Contract and all rights, privileges and responsibilities shall be interpreted and construed according to the laws of the State of Georgia. 15. Dispute Resolution: Should mediation of disputes prove unsuccessful, the parties to this Agreement agree that the matter(s) in question will be decided in the Superior Court of Richmond County, Georgia. By signing this Agreement, the Design Consultant waives any right to contest the venue in the Superior Court of Richmond County, Georgia. 16. No Conflict of Interest: The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance required under this Contract. The Contractor further covenants that, in the performance of this Contract, it shall neither contract with nor employ any person having any such interest. 17. No Assignment: This Contract and the proceeds of this Contract may not be assigned or sublet as a whole, nor may the performance there -under be assigned, without the prior written consent of the Owner. 00 52 00 -3 OWNER- CONTRACTOR AGREEMENT 18. No Waiver: The failure of the Owner at any time to require performance by the Contractor of any provision hereof, shall in no way affect the right of the Owner thereafter to enforce any provision or any part of the Contract, nor shall the failure of the Owner to enforce any breach of any provision hereof to be taken or held to be a waiver of such provision, or as a waiver, modification or rescission of the Contract itself. 19. Full Agreement: The Contract Documents superseded all prior negotiations, discussion, statements and agreements between the Owner and Contractor and constitute the full, complete, and entire agreement between Owner and Contractor. There can be no changes to this Contract by oral means, nor by course of conduct of the parties, nor by custom of the trade. No changes to this Contract will be binding on either party hereto unless such change is properly authorized, in writing, in accordance with Article GC -12 of the General Conditions. 00 52 00 -4 OWNER- CONTRACTOR AGREEMENT IN WITNESS WHEROF the parties hereto have executed this Contract the day and year first written above. CONTRACTOR Pope C st��tion Company T E / `I By: Jeff /PP pe, President Seal Al ►® ATTEST: Augusta Richmond County, a political Subdivision of the State of Georgia acting by and through the Augusta Richmond County Commission By . Lena Bonner, Clerk of Commission Deke Copenhaver, Mayor 00 52 00 -5 INSURANCE AND BONDING INSURANCE AND BONDING The Contractor shall procure at his own expense the insurance coverage listed below, and shall furnish the Owner an insurance certificate listing the Owner as the certificate holder, and, along with the Owner's Representative, an additional insured. Current certificates documenting required coverage shall be submitted to the Owner's Representative, within four calendar days of Notice to Proceed. All required insurance certificates must provide the following: a. Name, address and telephone number of authorized agent b. Name and address of insured. c. Name of insurance company(ies) d. Description of policies e. Policy number(s) f. Policy period(s) g. Limits of liability h. Name and address of Owner as certificate holder i. Project name and number j. Signature of authorized agent k. Mandatory thirty day notice of cancellation or non - renewal (except ten days for non payment) Each of the insurance coverage's required below (i.) shall be issued by a company licensed by the Georgia Insurance Commissioner to transact the business of insurance in the State of Georgia for the applicable line of insurance, and (ii) shall be an insurer for, for qualified self - insureds or group self insureds, a specific excess insurer providing statutory limits with a Best * Policyholder's Rating of "A -" or better. The insurance company(ies) agree that the policy shall not be cancelled, changed, allowed to lapse or allowed to expire until thirty days after the Owner has received written notice thereof. The policy shall not be subject to invalidation as to any insured by reason of any act or omission of another insured or any of its officers, agents or representatives. All deductibles shall be paid for by the Contractor. The minimum required coverages and liability limits are as follows: Commercial General Liability Insurance: The Contractor shall provide Commercial General Liability Insurance (2001 ISO Occurrence Form or equivalent) that shall include, but not be limited to, coverage for bodily injury and property damage arising from premises and operations liability, products and completed operations liability, blasting and explosives, collapse of structures, underground damage, personal injury liability and contractual liability. The CGL policy must include separate aggregate limits per Project and shall provide at a minimum the following limits: Coverage Limit 00 61 00 -1 INSURANCE AND BONDING 1. Premises and Operations $1,000,000 per occurrence 2. Products and completed operations $1,000,000 per Occurrence 3. Personal Injury $1,000,000 per Occurrence 4. Contractual $1,000,000 per Occurrence 5. General Aggregate $2,000,000 per Project Employer's Liability Insurance: The Contractor shall maintain Employer's Liability Insurance Coverage with limits of at least: (i.) Bodily injury by accident - $1,000,000 each accident, and (ii.) Personal injury by disease - $1,000,000.00 each employee The Contractor shall require that all Subcontractors performing Work under this Contract maintain equivalent Employer's Liability Insurance Coverage, or the Contractor shall provide coverage to said Subcontractors under his own policy. Commercial Business Automobile Liability Insurance: The Contractor shall provide Commercial Business Automobile Liability Insurance that shall include coverage for bodily injury and property damage arising from the operation of any owned, non - owned, or hired automobile. The Commercial Business Automobile Insurance Policy shall provide not less than $1,000,000 Combined Single Limits for each occurrence. Commercial Umbrella Liability Insurance: The Contractor shall provide Commercial Umbrella Liability Insurance to provide excess coverage above the Commercial General Liability, Commercial Business Automobile Liability and the Worker's Compensation and Employer's Liability to satisfy the minimum limits set forth herein. The umbrella coverage shall follow from with the Umbrella limits required as follows: $2,000,000 per Occurrence $10,000,000 Aggregate Worker's Compensation Insurance: The Contractor shall provide Worker's Compensation Insurance covering all employees of the Contractor and any uninsured sub - contractor, in accordance with Georgia statutory limits. A group insurer must submit a certificate of authority from the Insurance Commissioner approving the group insurance plan. A self- insurer must submit a certificate from the Georgia Board of Worker's Compensation stating that the Contractor qualifies to pay its own workers' compensation claims. The Contractor is responsible for verifying that Subcontractors performing work on the Project are covered by their own Worker's Compensation Insurance, or they must be covered under the Contractor's policy. Bonds Within 4 calendar days of Notice to Proceed, the Contractor shall submit Certificates of Insurance as described herein, and a 100% Performance Bond and Labor and Materials 00 61 00 -2 INSURANCE AND BONDING Payment Bond in accordance with the following. No material deviation from this language will be accepted. These documents must be filled out completely and notarized with appropriate power of attorney form attached. The bonding company must appear on the Federal Register of approved companies, and the company must be licensed to do business in Georgia as approved by the State Insurance Commissioner's Office. 00 61 00 -3 ACORD CERTIFICATE OF LIABILITY INSURANCE PO PEC - 1 DATE(MM1DD/YYY0) 06 10 10 DDUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ae, Hill & Johnston Insurors HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR L2 Savannah Avenue ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. :atesboro GA 30458 -4935 hone:912- 764 -9896 Fax:FAX 764 -8980 INSURERS AFFORDING COVERAGE NAIC# WIRED INSURER A: Cin ci nnati Insurance 10677 INSURER B: Cincinnati Casualty Co Pope Construction Co Inc and INSURER C: Po Be Group Inc P BOX 724 INSURER D: Statesboro GA 30459 INSURER E: J V Cr[F1VGJ OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING THE POLICIES REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR ANY THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH MAY PERTAIN, POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. R NSR TYPE OF INSURANCE POLICY NUMBER POLICY ATE MM /DD/YY P DATE MMIDD/YY LIMITS GENERAL LIABILITY EACH OCCURRENCE $1,000,000 X X COMMERCIAL GENERAL LIABILITY CPP0865518 07/31/09 07/31/10 PREMISES (Ea occurence) $ 100 000 CLAIMS MADE X❑ OCCUR MED EXP (Any one person) s5,000 PERSONAL & ADV INJURY $1,000,000 X GA472 &GA4093AutoA GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2 , 000 , 000 PRO- LOC Emp Ben . NA POLICY JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 ANY AUTO CPP0865518 07/31/09 07/31/10 (Ea accident) X BODILY INJURY $ ALL OWNED AUTOS (Per person) SCHEDULED AUTOS X BODILY INJURY $ HIRED AUTOS (Per accident) X NON -OWNED AUTOS PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ H AUTO ONLY: AGG EXCESS /UMBRELLA LIABILITY EACH OCCURRENCE $ ' AGGREGATE $5,000,000 k X OCCUR F CPP0865518 07/31/09 07/31/10 $ $ DEDUCTIBLE $ X RETENTION $ WORKERS COMPENSATION AND TORY LIMITS ER E.L. EACH ACCIDENT $1,000,000 B EMPLOYERS' LIABILITY WC8971071 -14 07/31/09 07/31/10 E.L. DISEASE - EA EMPLOYEE $1,000,000 ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - POLICY LIMIT $ If yes, describe under SPECIAL PROVISIONS below OTHER IESCRIPTION OF UMKA I TUNS / LUUA I IUND I VCnR.LCD i =A�LU01Vrva MUu of , ,..,.,.,......, 70B: Richmond County Correctional Institue / 2314 Tobacco Rd. Augusta, GA 30906 'ERTIFICATE HOLDER C ANCELLATION Augusta Richmond County Administrator 530 Greene St. Room 801 Augusta GA 30911 AUGURIC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. NCORD 25 (2001108) 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. kCORD 25 (2001/08) PERFORMANCE BOND PERFORMANCE BOND Bond No. 929503121 Western Surety Company a corporation duly (Insert Proper Name of Surety] organized and existing under the laws of the State of SD as surety ( "Surety "), and Pope.Construction Company, Inc. as principal . [Insert Proper Name of Contractor] ( "Contractor "), enter into, execute this bond ( "Performance Bond "), and bind themselves in favor of the Augusta Richmond County Board of Commissioners as obligee ( "Owner "), in the penal sum of Four Hundred Ninety Six Thousand Three Hundred Eighteen and No /100 Dollars dollars ($ 496,318.00) as of June 2, 2010 (Insert Penal Sum in words and numerals] . [Insert Date of Construction Contract] WHEREAS, the Contractor has executed a contract with the Owner of even date herewith ( "Construction Contract") for construction of: Phase 1 Renovations of Richmond County Corrections Institution (RCCI) 2314 Tobacco Road, Augusta, Georgia [insert Description and Location of the Project] ( "Project "); and WHEREAS, the Owner has required the Contractor to furnish this Performance Bond containing the terms and conditions set forth herein as a condition to executing the Construction Contract with the Contractor; NOW THEREFORE, the Surety and the Contractor, both jointly and severally, and for themselves, their heirs, administrators, executors and successors agree: 1. The Construction Contract is hereby incorporated herein and by reference made a part hereof to the same extent and effect as though it were copied verbatim herein. The Surety and the Contractor are bound for the full performance of the Construction Contract, including, without exception, all of its terms and conditions, both express and implied. 2. 00 61 14 -1 PERFORM BOND If the Contractor is in default of the Construction Contract and the Owner, by written notice to the Contractor and the Surety, declares the Contractor to be in default and terminates the right of the Contractor to proceed, the Surety shall thereupon promptly notify the Owner in writing as to which of the actions permitted to the Surety in Paragraph 3 it will take. 3. Upon default and termination of the Contractor and notice to the Contractor and Surety as provided in Paragraph 2 above, the Surety shall, within 30 days, proceed to take one or, at its option, more than one of the following courses of action: (A) Proceed itself, or through others acting on its behalf, to complete full performance of the Construction Contract including, without limitation, correction of defective and nonconforming work performed by or on behalf of the Contractor. During such performance by the Surety, the Owner shall pay the Surety from its own funds only such sums as would have been due and payable to the Contractor in the absence of the default and termination. (B) Applicable law permitting, and with the prior written consent of the Owner, obtain bids or proposals from contractors previously identified as being acceptable to the Owner, for full performance of the Construction Contract. The Surety shall furnish the Owner a copy of such bids or proposals upon receipt of same. The Surety shall promptly select, with the agreement of the Owner, the best responsive bid or proposal and shall promptly tender the contractor submitting it, together with a contract for fulfillment and completion of the Construction Contract executed by the completing contractor, to the Owner for the Owner's execution. Upon execution by the Owner of the contract for fulfillment and completion of the Construction Contract, the completing contractor shall furnish to the Owner a performance bond and a separate payment bond, each in the form of those bonds previously furnished to the Owner for the Project by the Contractor. Each such bond shall be in the penal sum of the (1) fixed price for completion, (2) guaranteed maximum price for completion, or (3) estimated price for completion, whichever is applicable. The Owner shall pay the completing contractor from its own funds only such sums as would have been due and payable to the Contractor under the Construction Contract as and when they would have been due and payable to the Contractor in the absence of the default and termination. To the extent that the Owner is obligated to pay the completing contractor sums which would 00 61 14 -2 PERFORMANC BO ND not have then been due and payable to the Contractor under the Construction Contract, the Surety shall provide the Owner with such sums in a sufficiently timely manner that the Owner can utilize such sums in making timely payment to the completing contractor; or, (C) Take any and all other acts, if any, mutually agreed upon in writing by the Owner and the Surety. 4. In addition to those duties set forth hereinabove, the Surety shall promptly pay the Owner all loss, costs and expenses resulting from the Contractor's default(s), including, without limitation, fees, expenses and costs for architects, engineers, consultants, testing, surveying and attorneys, liquidated or actual damages, as applicable, for delay in completion of the Project, and fees, expenses and costs incurred at the direction, request, or as a result of the acts or omissions of the Surety. 5. In no event shall the Surety be obligated to the Owner hereunder for any sum in excess of the Penal Sum. As used in this Performance Bond, the term "Penal Sum" means the amount stated as the penal sum in the preamble of this Performance Bond, as that amount may be adjusted from time to time pursuant to Paragraph 6 below. IA The Surety waives notice of any changes to the Construction Contract including, without limitation, changes in the contract time, the contract price, or the work to be performed. If the total amount payable by the terms of the Construction Contract is increased to an amount in excess of the then current Penal Sum, then, automatically and without notice to or any action required of any party, the Penal Sum shall be.increased as the total amount payable by the terms of the Construction Contract is increased. 7. This Performance Bond is provided by the Surety for the sole and exclusive benefit of the Owner, together with its successors or assigns. No other party, person or entity shall have any rights against the Surety hereunder. 00 61 14 -3 PERFORMANCE BOND 1 Any and all notices to the Surety, the Contractor or the Owner shall be given by Certified Mail, Return Receipt Requested, to the address set forth for each party below: Surety: Western Surety Company 2435 Commerce Avenue, Building 2200 Duluth, Georgia 30096 Attn: tan Miller Contractor: Pope Construction Company, Inc. Gone Str et Statesboro, Georgia 30458 Attn: Rob Sharp Owner: Augusta, Georgia, a political subdivision of the State of Georgia, Acting by and through the Augusta Richmond County Commission 530 Greene Street Room 806 Augusta, Georgia 30911 a Any statutory limitation, which may be contractually superseded, to the contrary notwithstanding, any action hereon may be instituted so long as the applicable statute of limitations governing the Construction Contract has not run or expired. CONTRACTOR: Pope Construction Company, Inc. [ Seal] (Typed Name] By: (Si u ej t ya 4 id u t f [Printed Name, Tit anU Address] SURETY: Western Surety Company [Seal] [Typed Name] (Signs ureJ Jerry Boutwell, Attorney -in -Fact (Printed Name, rtle and Address] 1 Cone Street Statesboro, Georgia 30458 3160 Campus Drive, Suite 100 Norcross, Georgia 30071 00 61 14 -4 PAYME BOND PAYMENT BOND Bond No. 929503121 Western Surety Company a corporation duly [insert Proper Name of Surety] organized and existing under the laws of the State of SD as surety ( "Surety "), and Pope.Construction Company, Inc. as principal ( "Contractor "), enter [Insert Proper Name of Contractor] into, execute this bond ( "Payment Bond "), and bind themselves in favor of the Augusta Richmond County Board of Commissioners as obligee ( "Owner ") in the penal sum of Four Hundred Ninety Six Thousand Three Hundred Eighteen and No /100 dollars ($ 496,318.00 ), as of June 2, 2010 [Insert Penal Sum in words and numerals] [Insert Date of Construction Contract] WHEREAS, the Contractor has executed a contract with the Owner of even date herewith ( "Construction Contract ") for construction of: Phase 1 Renovations of Richmond County Corrections Institution (RCCI) 2314 Tobacco Road, Augusta Georgia [Insert Description and Location of the Project] ( "Project "); and, WHEREAS, the Owner has required the Contractor to furnish this Payment Bond containing the terms and conditions set forth herein as a condition to executing the Construction Contract with the Contractor; NOW THEREFORE, the Surety and the Contractor, both jointly and severally, and for themselves, their heirs, administrators, executors and successors agree: 1. The Construction Contract is hereby incorporated herein and by reference made a part hereof to the same extent and effect as though it were copied verbatim herein. The Surety and the Contractor are bound for the full performance of the Construction Contract including without exception all of its terms and conditions, both express and implied, and, without limitation, specifically including Contractor's obligation to pay for labor, materials, machinery, and equipment provided in connection with the Construction Contract performance. 2. For purposes of this Payment Bond, Beneficiary is defined as any subcontractor or other person supplying labor, materials, machinery, or equipment in the prosecution of the work provided for in the Construction Contract, or any other person entitled to the protection of this Payment Bond pursuant to the provisions of Title 36, Chapter 91, Official Code of Georgia Annotated. 3. Every Beneficiary who has not been paid in full for labor or material furnished in the prosecution 00 61 14 -1 PAYME BO ND of the work on the Project before the expiration of a period of ninety (90) days after the day on which the last of the labor was done or performed by such person or the material or equipment or machinery was furnished or supplied by such person for which such claim is made, or when he or she has completed his or her subcontract for which claim is made, shall have the right to bring an action on this Payment Bond for the amount, or the balance thereof, unpaid at the time of the commencement of such action and to prosecute such action to final execution and judgment for the sum or sums due such person; provided, however, that: (A) Any person having a direct contractual relationship with a subcontractor but no contractual relationship, express or.implied, with the Contractor where the Contractor has not complied with the notice of commencement requirements in accordance with Code Section 36- 91 -92, Official Code of Georgia Annotated, shall have the right of action upon this Payment Bond upon giving written notice to the Contractor within ninety (90) days from the day on which such person did or performed the last of the labor or furnished the last of the material or machinery or equipment for which such claim is made, stating with substantial accuracy the amount claimed and the name of the party to whom the material was furnished or supplied or for whom the labor was performed or done; provided, however, that: (i) the Contractor's failure to supply a copy of the notice of commencement within ten calendar days of receipt of a written request from a subcontractor, materialman or person shall render the provisions of this paragraph 3(A) inapplicable to such subcontractor, materialman or person, and (ii) the Contractor's failure to file a notice of commencement shall render the notice to contractor requirements of this paragraph 3(A) inapplicable. (B) Any person having direct contractual relationship with a subcontractor but no contractual relationship express or implied with the Contractor where the Contractor has complied with the notice of commencement requirements in accordance with subsection (a) of Code Section 36- 91 -92, Official Code of Georgia Annotated, shall have the right of action on this Payment Bond provided such person shall, within thirty (30) days from the filing of the notice of commencement or thirty (30) days following the first delivery of labor, material, machinery or equipment, whichever is later, give to the Contractor a written notice setting forth: (i) The name, address and telephone number of the person providing labor, material, machinery or equipment; (ii) The name and address of each person at whose instance the labor, material, machinery or equipment is being furnished; (iii) The name and the location of the Project; and (iv) A description of the labor, material, machinery or equipment being provided and, if known, the contract price or anticipated value of the labor, material, machinery or equipment to be provided or the amount claimed to be due, if any; and (C) Nothing contained in this Payment Bond shall limit the right of action of a Beneficiary to the ninety (90) day period referenced in paragraph 3(A) above. The notice required under paragraph 3(A) of this Payment Bond may be served by registered or certified mail, postage prepaid, or statutory overnight delivery, duly addressed to the Contractor, at any place at which the Contractor maintains an office or conducts his or her business or at his or her residence, by depositing such notice in any post office or branch post office or any letter box under the control of the United States Postal Service; alternatively, notice may be served in any manner in which the sheriffs of the State of Georgia are authorized by law to serve summons or process. Every action instituted on this Payment Bond shall be brought in the name of the Beneficiary, without the Owner being made a party thereto. 4. 00 61 14 -2 PAYMENT BOND In no event shall the Surety be obligated hereunder for sums in excess of the Penal Sum. As used in this Payment Bond, the term "Penal Sum" means the amount stated as the penal sum in the preamble of this Payment Bond, as that amount may be adjusted from time to time pursuant to paragraph 5 below. 5. The Surety waives notice of any changes to the Construction Contract including, without limitation, changes in the contract time, the contract price, or the work to be performed. If the total amount payable by the terms of the Construction Contract is increased to an amount in excess of the then current Penal Sum, then, automatically and without notice to or any action required of any party, the Penal Sum shall be increased as the total amount payable by the terms of the Construction Contract is increased. No agreement, modification, or change in the Construction Contract, change in the work covered by the Construction Contract, or extension of time for the completion of the Construction Contract shall release the Surety of this Payment Bond. 6. No action can be instituted hereunder after one (1) year from the completion of the Construction Contract and the acceptance of the Project by the Owner and any other applicable public authorities. 7. 1. Unless otherwise provided herein, any and all notices to the Surety or the Contractor shall be given by Certified Mail, Return Receipt Requested, to the address set forth for each party below, including a courtesy copy to the Owner: Surety: Western Surety Company 2435 Commerce Avenue, Building 2200 Duluth, Georqia 30096 Attn: Stan Miller Contractor: Pope Construction Company, Inc. 1 Cone Street Owner: Statesboro, Georgia 30458 Attn: Rob Sharp Augusta, Georgia, a political subdivision of the State of Georgia, Acting by and through the Augusta Richmond County Commission 530 Greene Street Room 806 Augusta, Georgia 30911 1 00 61 14 -3 PAYMENT BOND Notwithstanding any provision herein that may be to the contrary, this Payment Bond is intended to be a statutory payment bond under applicable laws of the State of Georgia and shall be so construed. CONTRACTOR: SURETY: Western S urety Company _____[SEAL] me) � (Sign raj Jerry Bo utw II, Attorney -in -Fact (Printed Name, Title and Address) 3160 Campus Drive, Suite 100 Statesboro, Georgia 30458 Norcross, Georgia 30071 00 61 14 -4 1 Cone Street Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN-FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint Christopher B Wortham, Jerry Boutwell, Michael A Jones, Leslie A Paulsen, Shirley A Coleman, Derek Wortham, Individually of Norcross, GA, its true and lawful Attomey(s) -in -Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders ofthe corporation. In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Senior Vice President and its corporate seal to be hereto affixed on this 13th day of May, 2008. State of South Dakota 1 J j ss County of Minnehaha ��suag"r WESTERN SURETY COMPANY g OA y� J�tN Ct��,p Paul . Bruflat, Senior Vice President On this 13th day of May, 2008, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose.and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Senior Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires +4h s D. KRELL 8 November 30, 2012 s S AE NOTARY PUBLIC 8^EAL s SOUTH DAKOTA as �44444hh44444hhh44h44444� CERTIFICATE D. Krell, No ary Public I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force, and further certify that the By -Law of the corporation printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporation this 2t1d day of cTl , 2D1 0 WP�svoq WESTERN SURETY COMPANY 1 0. . 2� _/ /� /, D � Sf Aypve l /� / / / 1 L. Nelson, Assistant Secretary Form F4280 -09 -06 NON - INFLUENCE AFFIDAVIT NON - INFLUENCE AFFIDAVIT STATE OF COUNTY OF I do solemnly swear on my oath that as to the contract dated between and Augusta- Richmond County, Georgia, I have no knowledge of exertion of any influence or the attempted exertion of any influence on the firm on behalf of which this affidavit is made in any way, manner, or form in the purchase or materials, equipment, or other terms involved in the construction, manufacture, or employment of labor under the aforesaid contract by any employee, officer, or agent of Augusta Richmond County, Georgia, in any way whatsoever. This day of 1 20, Signature Title Firm Personally before me, the undersigned authority appeared who is known to me to be an official of the firm stated above and after being duly sworn, stated on his or her oath that he or she had read the above statement and that the same is true and correct (Seal) Notary Public My Commission Expires ,20 [9Zi=. M.1i] STATUTORY AFFIDAVIT STATUTORY AFFIDAVIT STATE OF COUNTY OF FROM: Contractor TO: Augusta Richmond County, Georgia, hereinafter called "Owner ". SUBJECT: Contract entered into the day of 1 20 , between the above mentioned parties for the construction of: RICHMOND COUNTY CORRECTIONS INSTITUTION KNOW ALL MEN BY THESE PRESENTS: 1. The undersigned hereby certifies that all work required under the above contract has been performed in accordance with the terms thereof, that all material men, subcontractors, mechanics, and laborers have been paid and satisfied in foil, and that there are no outstanding claims of any character (including disputed claims or any claims to which the contractor has or will assert any defense arising out of the performance of the contract which have not been paid and satisfied in full except as listed herein below: (Instructions: Enter the work "None" or list the names of claimants and the amount claimed by each) 2. The undersigned further certifies that to the best of his knowledge and belief there are no unsatisfied claims or damages resulting from injury or death to any employees, subcontractors, or the public at large arising out of the performance of the contract, or any suits or claims for any other damage of any kind, nature, or description which might constitute a lien upon the property of the Owner. 3. The undersigned makes this affidavit for the purpose of receiving final payment in full settlement of all claims against the owner arising under or by the virtue of the contract, and 00 65 73 -1 STATUTORY AFFIDAVIT acceptance of such payment is acknowledged as a release of the Owner from any and all claims arising under or by the virtue of the contract. This day of ' 20 Signature Title Firm Personally before me, the undersigned authority appeared who is known to me to be an official of the firm stated above and after being duly sworn, stated on his or her oath that he or she had read the above statement and that the same is true and correct (Seal) Notary Public My Commission Expires 1 20, 00 65 73 -2 GENERA CONDITIONS GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION Included by Reference, as per Bid Documents HI /201 /LF General Conditions of the Contract for Construction 00 72 00 -1 SUPPLEMENTAL CONDITIONS SUPPLEMENTAL CONDITIONS See also Division 1 - General Requirements of the Specifications 1.01 INTERRUPTION OF UTILITIES A. The Contractor does not require the Owner's permission to interrupt utilities, in the event of an emergency affecting the safety of property, health or life. 1.02 PROTECTION OF EXISTING PROPERTY A. Protection of Roadways, Sidewalks, and Property Surfaces: The Contractor shall repair and clean roadway, sidewalk and property surfaces located outside constructions limits free of dirt and mud where caused by conveyance of construction and demolition materials, equipment and personnel to and from the construction site. Contractor shall notify the Owner for his review of a written schedule, by which the Contractor shall perform corrective and clean -up work. Work shall be done at no additional expense to the Owner. 2. The Contractor shall be responsible for damage to property and persons that result from work inside and outside the construction limits. The Contractor shall promptly correct damages that create health, safety or property danger. 1.03 DRAWINGS A. Except where dimensions are shown, the drawings are diagrammatic and shall not be scaled. Exact location of fixtures, apparatus, and piping shall be determined by dimensions on the site. 1.04 DEMOLITION A. All materials indicated to be removed shall be disposed of off the Owner's properly, In accordance with all laws and regulations. B. The use of explosives will not be permitted unless prior written permission from the Owner has been obtained. C. The amount of dust resulting from the operations shall be controlled to prevent the spread of dust to avoid cleaning of a nuisance in the surrounding area. D. Proposed procedures for the accomplishment of demolition work shall be submitted in writing to the Owner for approval. Procedures shall provide for safe conduct of the work, careful removal and disposition of materials, protection of property which is to remain undisturbed and coordination with other work in progress. Submittal shall include a detailed description of the methods and equipment to be used for each operation, and the sequence of operations. Supplemental Conditions of the Contract for Construction 00 73 00 -1 SUPPLEMENTAL CONDITIONS 1.05 PROTECTION A. Protection of personnel: pedestrians and /or vehicle barricades shall be used. Utilize safety barricades where the safety of drivers is endangered by the work area. Safety 1.06 STREET ADDRESS A. For purposes of utility work, the street address of this project is: 2314 Tobacco Road, Augusta, GA 30906. 1.07 ACCESS TO SITE BY PERSONNEL OF OWNER A. The Contractor agrees that mechanics, electricians, and maintenance personnel of the Owner may enter onto the site during the progress of the work for the purpose of maintaining existing facilities, and for the purpose of taking emergency measures necessary to preserve life of property. The Contractor shall have the right to exclude from the site any mechanic or maintenance personnel who undertakes to enter without a hard hat or who violates any of the safety regulations imposed by the U.S. Department of Labor, OSHA, by the Contractor, by law, or by the State Commissioner of Labor. 1.08 CODE AND STANDARDS A. The Codes and Standards referred to are minimum standards. Where the requirements of the Contract Documents exceed those of the Codes and Standards, the drawings and specifications shall be followed. 1.09 DOCUMENTS REQUIRED PRIOR TO FINAL PAYMENT A. The following documents required prior to final payment, shall be delivered by the Contractor to the Owner, in the quantities indicated prior to final inspection of work: 1. Non - Influence Affidavit, 4 copies 2. Statutory Affidavit, 4 copies 3. Written notice of readiness for final inspection 4. Operating and Maintenance Data and Instructions 5. As -built "redline" drawings, 2 sets END OF SUPPLEMENTAL CONDITIONS Supplemental Conditions of the Contract for Construction 00 73 00 -2 GENERAL CONDITIONS GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION HI /201 /LF GENERAL C ONDITIONS H112011LF TABLE OF CONTENTS ARTICLE 1 CONTRACT DOCUMENTS 1.1 DEFINITIONS .......................................................... ............................... 1.2 EXECUTION, CORRELATION AND INTENT ......... ............................... 1.3 OWNERSHIP AND USE OF DOCUMENTS ........... ............................... ARTICLE 2 DESIGN CONSULTANT 2.1 DEFINITIONS .............................. ............................... 2.2 SERVICES OF THE DESIGN CONSULTANT........... ARTICLE 3 OWNER 3.1 DEFINITIONS ............................................... ............................... 3.2 CONSTRUCTION PROGRAM MANAGER .. ............................... 3.3 INFORMATION, SERVICES AND RIGHTS OF THE OWNER... 3.4 DIFFERING SITE CONDITIONS .................. ............................... 3.5 OWNER'S RIGHT TO STOP OR TO SUSPEND THE WORK... 3.6 OWNER'S RIGHT TO CARRY OUT THE WORK AND DIRECT OVERTIME ................................................... ............................... 3.7 RIGHT TO AUDIT AND PRESERVATION OF RECORDS ........ ARTICLE 4 CONTRACTOR ..1 ..8 12 ....12 ....13 15 15 15 .........17 .........19 .20 .21 4.1 DEFINITIONS .......................................................................... .............................22 4.2 REVIEW AND MAINTENANCE OF CONTRACT DOCUMENTS ........................23 4.3 SUPERVISION AND CONSTRUCTION PROCEDURES ....... .............................23 4.4 CONTRACTOR REPRESENTATIONS AND WARRANTIES AS TO PERFORMANCE ............................................................... .............................25 4.5 LABOR AND MATERIALS ...................................................... .............................27 4.6 CONTRACTOR ❑S WARRANTY AS TO MATERIALS AND WORKMANSHIP ..................................................................... .............................29 4.7 UNCOVERING AND CORRECTION OF WORK .................... .............................30 4.8 TAXES .................................................................................... .............................31 4.9 PERMITS, FEES AND NOTICES ............................................ .............................31 4.10 ALLOWANCES ........................................................................ .............................32 4.11 CONSTRUCTION SCHEDULE ............................................... .............................32 4.12 RESPONSIBILITY FOR COMPLETION ................................. .............................33 4.13 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES ........ .............................34 4.14 EQUAL PRODUCTS AND SUBSTITUTIONS ......................... .............................37 4 .15 USE OF SITE .......................................................................... .............................39 4.16 CUTTING AND PATCHING OF WORK .................................. .............................40 4 .17 CLEANING UP ........................................................................ .............................40 4 .18 COMMUNICATIONS ............................................................... .............................41 4.19 ROYALTIES AND PATENTS .................................................. .............................41 4.20 IDEMNIFICATION ................................................................... .............................41 4.21 PERSONS AUTHORIZED TO SIGN DOCUMENTS AND MAKE DECISIONS FOR CONTRACTOR .......................................... .............................42 4.22 CONDITIONS AFFECTING THE WORK ................................ .............................42 4 .23 TESTS .................................................................................... .............................42 4 .24 QUALITY CONTROL ............................................................... .............................44 General Conditions of the Contract for Construction 00 72 00 -TOC -1 GENERAL CONDITIONS ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS .......................................................................... .............................45 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR FOR PORTIONS OF THE WORK ........................................... .............................45 5.3 SUBCONTRACT RELATIONS ................................................ .............................47 5.4 QUALIFICATION SUBMITTALS ............................................ .............................48 5.5 PREPARATORY WORK ......................................................... .............................48 5.6 PAYMENTS TO SUBCONTRACTORS .................................. .............................49 ARTICLE 6 WORK BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM WORK AND TO AWARD SEPARATE CONTRACTS ...................................................... .............................49 6.2 MUTUAL RESPONSIBILITY ................................................... .............................49 6.3 OWNER'S RIGHT TO PERFORM DISPUTED WORK ........... .............................51 6.4 COORDINATION OF THE WORK .......................................... .............................52 ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 GOVERNING LAW .................................................................. .............................54 9.2 7.2 SUCCESSORS AND ASSIGNS .............................................. .............................54 9.3 7.3 PERSONAL INJURY AND PERSONAL AND REAL PROPERTY 9.4 CERTIFICATES FOR PAYMENT ............................................ .............................66 DAMAGE CLAIMS ................................................................... .............................54 9.5 7.4 PERFORMANCE BOND, LABOR AND MATERIAL PAYMENT 9.6 PAYMENTS WITHHELD ......................................................... .............................68 BOND AND MAINTENANCE BOND ....................................... .............................54 9.7 7.5 RIGHTS AND REMEDIES ....................................................... .............................55 9.8 7.6 ATTORNEY'S FEES AND OTHER EXPENSES ..................... .............................56 9.9 7.7 NOTICE ................................................................................... .............................56 9.10 7.8 DISPUTE RESOLUTION ......................................................... .............................57 7.9 ORGANIZED LABOR AGREEMENTS .................................... .............................58 ARTICLE 8 TIME 8.1 DEFINITIONS .......................................................................... .............................59 8.2 PROGRESS AND COMPLETION ........................................... .............................59 8.3 DELAYS AND EXTENSIONS OF TIME .................................. .............................60 8.4 LIQUIDATED DAMAGES FOR DELAY .................................. .............................64 ARTICLE 9 PAYMENTS AND COMPLETION 9 .1 DEFINITION ............................................................................ .............................65 9.2 VALUES OF CONSTRUCTION ACTIVITIES .......................... .............................65 9.3 APPLICATIONS FOR PAYMENT ........................................... .............................65 9.4 CERTIFICATES FOR PAYMENT ............................................ .............................66 9.5 PROGRESS PAYMENTS ....................................................... .............................67 9.6 PAYMENTS WITHHELD ......................................................... .............................68 9.7 FAILURE OF PAYMENT ......................................................... .............................69 9.8 PARTIAL UTILIZATION AND OCCUPANCY BY OWNER ..... .............................70 9.9 SUBSTANTIAL COMPLETION ............................................... .............................70 9.10 FINAL COMPLETION AND FINAL PAYMENT ....................... .............................71 ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 RESPONSIBILITY FOR SAFETY AND HEALTH ................... .............................73 10.2 SAFETY OF PERSONS AND PROPERTY ........................... ...........................74 General Conditions of the Contract for Construction 00 72 00 -TOC -2 GENERAL CONDITIONS 10.3 EMERGENCIES ...................................................................... .............................77 10.4 EFFECT OF SUBMISSION OF CONTRACTOR ❑S SAFETY PLAN ...................77 10.5 FAILURE OF COMPLIANCE ................................................... .............................77 ARTICLE 11 INSURANCE 11.1 CONTRACTOR'S LIABILITY INSURANCE ............................ .............................78 11.2 PROPERTY INSURANCE ....................................................... .............................79 11.3 EFFECT OF SUBMISSION OF CERTIFICATES .................... .............................80 11.4 FAILURE OF COMPLIANCE ................................................... .............................80 11.5 OWNER'S INSURANCE ......................................................... .............................80 ARTICLE 12 CHANGES IN THE WORK 12.1 CHANGE ORDERS ................................................................. .............................81 12.2 OWNER DIRECTED CHANGES REQUIRING AN INCREASE IN CONTRACTSUM .................................................................... .............................81 12.3 CHANGES REQUIRING A DECREASE IN CONTRACT SUM OR CONTRACT TIME ................................................................... .............................84 12.4 CONTRACTOR NOTICE OF CHANGE .................................. .............................84 12.5 DISPUTES REGARDING CHANGES ..................................... .............................85 12.6 COST OF THE WORK ............................................................ .............................85 12.7 GENERAL PROVISIONS RELATED TO CHANGES ............. .............................88 ARTICLE 13 SCHEDULES & REPORTS 13.1 GENERAL REQUIREMENTS ................................................. .............................89 13.2 POST AWARD ACTIVITIES .................................................... .............................92 13.3 DRAFT OF CONSTRUCTION SCHEDULE ............................ .............................93 13.4 CONSTRUCTION SCHEDULE ............................................... .............................93 13.5 SCHEDULE OF VALUES ........................................................ .............................94 13.6 CONSTRUCTION SCHEDULE CONTENT ............................ .............................94 13.7 CONTRACTOR APPROVAL AND CERTIFICATION ............. .............................95 13.8 UPDATING OF CONSTRUCTION SCHEDULE /PROGRESS REPORTS ............................................................................... .............................95 13.9 INITIAL PROGRESS PAYMENT ............................................. .............................97 13.10 RECOVERY SCHEDULE ........................................................ .............................97 13.11 SCHEDULE REVISIONS ........................................................ .............................98 13.12 FLOAT TIME ............................................................................ .............................98 13.13 CONTRACTOR'S ORGANIZATION ....................................... .............................99 13.14 DEFAULT ................................................................................ .............................99 ARTICLE 14 TERMINATION OF THE WORK 14.1 TERMINATION DUE TO WORK STOPPAGE ........................ .............................99 14.2 TERMINATION FOR CONVENIENCE OF THE OWNER ..... ............................100 14.3 DEFAULT TERMINATION ...................... ............................... ............................100 14.4 ALLOWABLE TERMINATION COSTS ... ............................... ............................101 14.5 GENERAL TERMINATION PROVISIONS ............................. ............................103 General Conditions of the Contract for Construction 00 72 00 -TOC -3 GENERAL CONDITIONS GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1 CONTRACT DOCUMENTS 1.1 DEFINITIONS Wherever used in these General Conditions or in the other Contract Documents, the following terms have the meanings indicated which are applicable to both the singular and plural thereof: 1.1.1 ADDENDA: Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change any part of the Bidding Documents or of the Contract Documents. 1.1.2 AGREEMENT: The written agreement between Owner and Contractor (also referred to as the Owner- Contractor Agreement) covering the Work to be performed. 1.1.3 APPLICATION FOR PAYMENT: The document used by Contractor in requesting progress or final payments including such supporting documentation as is required by the Contract Documents. 1.1.4 AS SHOWN, AS INDICATED, AS DETAILED: These words, and words of like implication, refer to information contained in the Contract Documents which describes the Work, unless explicitly stated otherwise. 1.1.5 BID: A complete and properly executed Bid Form and supporting data, conforming to and complying with all of the requirements of the form as well as the requirements of the Instruction For Bidders, Supplemental Instructions to Bidders and the proposed Contract Documents, whereby a Bidder proposes to do the Work or designated portion thereof for the sums stipulated therein. The word "Bid" may also, in context, mean a "Proposal' as defined herein. 1.1.6 BIDDER: Any person, individual, company, corporation, partnership, joint venture or other entity who submits a bid to the Owner for the Work, as distinct from a sub - bidder who submits a bid to a Bidder. 1.1.7 BIDDING DOCUMENTS: The Invitation to Bid, Instructions to Bidders, Sample Forms, Proposal, the Bid Bond, the Provisional Preliminary Network, all Conditions of the Contract, Specifications, Drawings, and Addenda issued prior to receipt of bids by Owner. 1.1.8 BONDS: General Conditions of the Contract for Construction 00 72 00 -1 GENERAL CONDITIONS Bid bond, performance and payment bonds, maintenance bonds and other instruments of surety. 1.1.9 CHANGE ORDER: A written order of the Owner which authorizes an addition, deletion, or revision in the Work or Contract Documents and may include an adjustment in the Contract Price, the Contract Time or Specific Dates, which is issued on or after the Effective Date of the Agreement. 1.1.10 CONSTRUCTION PROGRAM MANAGER: The Construction Program Manager is Heery International, Inc. The Construction Program Manager is the Owner's exclusive representative and agent to the Contractor with respect to the Project during the construction and until the issuance of the final Certificate for Payment. The term Construction Program Manager is referred to throughout the Contract Documents as if singular in number and masculine in gender. 1.1.11 CONTRACT DOCUMENTS: The Contract Documents consist of the Owner - Contractor Agreement (or herein "Agreement"), the Conditions of the Contract (General, Supplementary, Special and all other conditions), the Drawings, the Specifications, and all Addenda issued prior to execution of the Contract, written amendments to the Contract signed by both parties, Change Orders issued in accordance with the provisions of Article 12 hereof, and written interpretations or clarifications issued by the Design Consultant pursuant to Subparagraph 2.2.6 or by the Construction Program Manager pursuant to Subparagraph 3.3.14. The Contract Documents also include the Bidding Documents, the Contractor's Bid or Proposal (including required documentation accompanying the Bid or Proposal Form submitted by Contractor and any required post -bid documentation submitted prior to the Notice of Award); provided, however, that the Contract Documents do not include any exceptions to or modifications made by Contractor to the Bidding Documents which are not called for by the bidding or proposal requirements and which are not approved by the Owner in writing prior to Notice of Award. The Contract Documents do not include any other documents, including, but not limited to, soils, geological or other reports, surveys and analyses, which may be printed, bound or assembled with the Contract Documents, or otherwise made available to the Contractor for review or information under this Contract. The fact a particular document or page is printed, bound or assembled with the Contract Documents, as specifically defined herein, at the time of bid, does not make such document or page a part of the Contract Documents unless the document or page is a part of those items specifically enumerated in the Contract Documents as being part thereof. 1.1.12 CONTRACT: The Contract is the sum of all the Contract Documents. The Contract may be amended or modified only by a written amendment to the Contract signed by both parties, a Change Order issued in accordance with the provisions of Article 12 hereof, a written interpretation or clarification issued by the Design Consultant pursuant to Subparagraph 2.2.6 or by the Construction Program Manager pursuant to Subparagraph 3.3.14, or a written order by the Owner for a Minor Change in the Work issued in accordance with Paragraph 12.7 hereof. General Conditions of the Contract for Construction 00 72 00 -2 GENERAL CONDITIONS 1.1.13 CONTRACT PRICE OR SUM: The moneys payable by Owner to Contractor pursuant to the Contract Documents. 1.1.14 CONTRACT TIME: The number of days or period of time allotted in the Contract Documents for Final Completion of the Work, including authorized adjustments thereto. 1.1.15 CONTRACTOR: The Contractor is the person or organization identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number and masculine in gender. The term "Contractor" means the Contractor or his authorized representatives, who have authority to bind the Contractor in all matters pertinent to this Contract and any Subcontractor, Sub - Subcontractor or Supplier with whom Contractor has a contract for the performance of any portion of the Work. 1.1.16 DEFECTIVE: An adjective, which, when modifying the word "Work ", refers to Work that is unsatisfactory, faulty, deficient, does not conform to the Contract Documents, does not meet the requirements of the Owner's or any other required inspection, referenced standard, test, or approval referred to in the Contract Documents, or has been damaged prior to Construction Program Manager's recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Article 9 hereof). 1.1.17 DESIGN CONSULTANT: The terms "Design Consultant ", "A/E ", "Architect ", or "Engineer" as used or set forth in the Contract Documents shall mean the entity and their consulting firms or agencies, their employees and sub - consultants, or their duly authorized representatives, that are responsible for designing or engineering the Work, and performing the activities specified herein, as identified in the Agreement, including any consulting engineers or subcontractors to said entities or firms. Such firms or agencies and their representatives shall act jointly and severally within the scope of the particular duties entrusted to them, unless otherwise provided for in the Contract. The Design Consultant is identified in the Agreement and is referred to throughout the Contract Documents as if singular in number and masculine in gender. The Design Consultant is further described throughout this document, and shall mean, one or both of the following: 1.1.17.1 ARCHITECT: A person or other legal entity lawfully licensed to practice architecture in the state wherein the Project is located and engaged by Owner or Engineer for the Project. 1.1.17.2 ENGINEER: A person or other legal entity lawfully licensed to practice engineering in the state wherein the Project is located and engaged by Owner or Architect for the Project. 1.1.18 DAY, DATE: Whenever the word "day" is used in the Contract Documents, it shall mean a calendar day unless otherwise specifically provided. All dates set forth in the Contract Documents General Conditions of the Contract for Construction 00 72 00 -3 GENERAL CO NDITIONS shall begin at 12:01 a.m. of the indicated day, and shall end at midnight of that day, unless otherwise stipulated. 1.1.19 DIRECTED, REQUIRED, ACCEPTABLE: When these words refer to the Work or its performance, "directed," "required," "permitted," "ordered," "designated," "prescribed," and words of like implication, mean, in context, "by direction of," "requirements of," "permission of," "order of," "designation of," or "prescription of the Owner, Construction Program Manager or Design Consultant. Likewise, "acceptable," "satisfactory," "in the judgment of," and words of like import, mean "recommended by," "acceptable to," "satisfactory to," "approved by," "in the judgment of the Owner, Construction Program Manager or Design Consultant." 1.1.20 DRAWINGS: The drawings which show the character, nature and scope of the Work to be performed and which have been prepared or approved by Design Consultant and are referred to in the Contract Documents. 1.1.21 EFFECTIVE DATE OF THE AGREEMENT: The date indicated in the Agreement on which it becomes effective. If no such date is indicated, it means the date of the Notice to Proceed to Contractor or the effective date set forth in such Notice to Proceed. 1.1.22 FINAL COMPLETION: Final Completion of the Work is the date certified by the Construction Program Manager, the Design Consultant and Owner when the Work is totally complete in accordance with the Contract Documents and Contractor has fulfilled all obligations thereunder, including, but not limited to all Punch List work, in accordance with the Contract Documents; and the Owner may fully occupy and utilize all of the Work for the use for which it is intended. 1.1.23 FURNISH AND INSTALL, PROVIDE: The terms "Furnish and Install" and "Provide ", unless specifically limited in context, mean: furnishing, installing or incorporating a specified item, product or material in the Work, including all necessary labor, materials and equipment necessary to perform the Work required, ready for use, complete in all respects. 1.1.24 LAWS, REGULATIONS: Laws, rules, regulations, ordinances, codes, or orders of a public authority having jurisdiction of the Work or Project. 1.1.25 MANUALS: Except as provided in Subparagraph 1.1.37, the word "Manuals" means manufacturer's installation, start -up, operating, maintenance and repair instructions, together with parts lists, pictures, sketches and diagrams which set forth the manufacturer's requirements. 1.1.26 MANUFACTURER: Any person or entity who manufactures, fabricates, or assembles a product to be incorporated in the Work. General Conditions of the Contract for Construction 00 72 00 -4 GENERAL CONDITIONS 1.1.27 MATERIAL SUPPLIER, SUPPLIER, VENDOR: Any person or entity who supplies, but who is not responsible for the installation of materials, products or equipment for the Work. 1.1.28 NOTICE: The word "Notice" as used in the Contract Documents shall mean and require written Notice. There is a presumption that written Notice was received by the party to whom it was sent, when same was delivered to or at the last known business address of the person, firm or corporation for whom the Notice is intended, or to his duly authorized agent, representative or officer, or when enclosed in a postage prepaid wrapper or envelope addressed to such person, firm or corporation at his, their or its last known business address and deposited in a United States mailbox. 1.1.29 NOTICE OF AWARD: The written Notice by Owner or Construction Program Manager to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified, Owner will sign and deliver the Agreement. 1.1.30 NOTICE TO PROCEED: A written Notice given by Owner or Construction Program Manager to Contractor fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform Contractor's obligations under the Contract Documents. A Notice to Proceed may be issued separately for the commencement of portions of the Work. 1.1.31 OWNER: The Owner is the person or entity identified as such in the Owner - Contractor Agreement and is referred to throughout the Contract Documents as if singular in number and masculine in gender. The term "Owner" means the Owner or his authorized representative or agent. 1.1.32 PARTIAL UTILIZATION: Placing a portion of the Work in service for the purpose for which it is intended (or a related purpose) before reaching Substantial Completion for all the Work. 1.1.33 PLANS OR DRAWINGS: All drawings or reproduction of drawings pertaining to the Work, which are part of the Contract Documents. 1.1.34 PRODUCT: Purchased items, articles, devices or fixtures for incorporation into the Work, regardless of whether specifically purchased for the Project or taken from Contractor's stock of previously purchased Products. The term also includes "materials," which are defined as Products which must be substantially cut, shaped, worked, mixed, finished, refined, or otherwise fabricated, processed, installed, or applied to form units of work. The term also includes "equipment," which is defined as Products with operational parts, regardless of whether motorized or manually operated, and particularly including products with service connections (wiring, piping, etc.). The term "Product" is also extended to include, without General Conditions of the Contract for Construction 00 72 00 -5 GENERAL CONDITIONS negating its distinctive meaning, other terms used in Contract Documents such as "specialties," "systems," structure," "finishes," "accessories," "furnishings," "special construction, and similar terms which are self - explanatory and which have recognized meanings in the construction industry. 1.1.35 PRODUCT DATA: Illustrations, standard schedules, performance charts, instructions, brochures, diagrams or other information furnished by the Contractor to illustrate a material, product or system for some portion of the Work. 1.1.36 PROJECT: The total construction, of which the Work to be provided under the Contract Documents by Contractor may be the whole, or a part thereof as set forth in the Contract Documents. 1.1.37 PROJECT MANUAL: The Project Manual includes all Contract Documents except for the Drawings, which are listed therein. 1.1.38 PROPOSAL: A complete and properly executed Form of Proposal, conforming to all requirements of the Bidding Documents, whereby a person or entity proposes to do the Work or designated portion thereof for the sums stipulated therein, supported by all required data. The word "Proposal" may also, in context, mean a "Bid" as defined herein. 1.1.39 PUNCH LIST: A list, prepared during performance or near the completion of the Work, or designated portion thereof, indicating items to be furnished, performed, completed or corrected by Contractor in accordance with the Contract Documents. 1.1.40 RECORD DRAWINGS: Drawings revised to show Changes made during the performance of the Work; usually based upon marked -up prints, Drawings and other data furnished by the Contractor or the Design Consultant. 1.1.41 SAMPLES: Physical examples furnished by Contractor, which illustrate materials, equipment or workmanship and, if in conformance with the Contract Documents, establish standards by which the Work will be judged. 1.1.42 SHOP DRAWINGS: Drawings, diagrams, illustrations, schedules or other data which are specifically prepared by or for Contractor to illustrate some portion of the Work and all illustrations, brochures, standard schedules, performance charts, specifications, instructions, diagrams, and other information prepared by a Supplier or Manufacturer and submitted by Contractor to illustrate material or equipment for some portion of the Work. 1.1.43 SPECIFICATIONS: General Conditions of the Contract for Construction 00 72 00 -6 GENERAL COND ITIONS Those portions of the Contract Documents consisting of written technical descriptions, provisions or requirements pertaining to the materials and workmanship applicable to the Work to be performed under the Contract Documents, including, but not limited to, the quantities or quality of materials, equipment, construction systems or applications. 1.1.44 SPECIFIC DATES: Specific Dates are dates set forth in the Contract Documents, in addition to the Notice to Proceed and Contract Time, by which Contractor agrees to complete parts, portions, systems, components of the Work or the Work itself. Specific Dates are the last acceptable dates for the Substantial Completion of the stated items or portions of the Work. 1.1.45 SUBCONTRACTOR: A Subcontractor is a person or entity who has a contract directly with the Contractor to perform any portion of the Work. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and masculine in gender and means a Subcontractor or his authorized representative (and, by definition, any Sub - Subcontractor or Supplier with whom a Subcontractor has a contract to perform any portion of the Work). The term "Subcontractor" does not include any separate contractor (or his subcontractors) not in direct contract with Contractor. 1.1.46 SUB - SUBCONTRACTOR: A Sub - Subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform any portion of the Work and includes, by definition, any Supplier or Subcontractor with whom Sub - Subcontractor has a contract to perform any portion of the Work. The term "Sub- Subcontractor" is referred to throughout the Contract Documents as if singular in number and masculine in gender and means a Sub - Subcontractor or an authorized representative thereof. 1.1.47 SUBSTANTIAL COMPLETION: The progression of the Work (or a specified part thereof) to the point where, in the opinion of Construction Program Manager, Design Consultant and Owner, it is complete (except for minor punch list items) in accordance with the Contract Documents, so that the Work (or specified part) can be fully utilized for the purposes for which it is intended, with all of the Project's parts and systems operable as required by the Contract Documents. The terms "substantially complete" and "substantially completed ", as applied to any portion or the whole of the Work, refer to Substantial Completion thereof. 1.1.48 SUBSTITUTIONS: Products or forms or types of construction which are not identified on Drawings or in Specifications as acceptable and which have been proposed by Contractor to replace specified Products or forms or types of construction. Any Changes made in Contract Documents as a result of requests made by Design Consultant or Owner are not within the definition of "Substitutions ". 1.1.49 SUPPLEMENTARY CONDITIONS, SPECIAL CONDITIONS: Those parts of the Contract Documents which amend or supplement these General Conditions and other requirements of the Contract Documents. General Conditions of the Contract for Construction 00 72 00 -7 GENERAL CO NDITIONS 1.1.50 UNDERGROUND FACILITIES OR UTILITIES: All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities which have been installed underground to furnish, among other things, any of the following services or materials: electricity, gases, water; steam, liquid petroleum products, telephone or other communications, cable television, sewage or drainage removal, traffic, or other control systems. 1.1.51 WORK: The Work comprises the construction and other requirements of the Contract Documents and includes all labor, material, equipment, supplies and all facilities or things necessary thereto or a part thereof. 1.2 EXECUTION, CORRELATION AND INTENT: 1.2.1 Within five (5) days of receipt by Contractor from Owner of three unsigned counterparts of the Agreement and all other Contract Documents, Contractor shall sign and deliver at least three counterparts of the Agreement to Owner with all other Contract Documents attached. After receipt thereof, Owner will deliver a fully signed counterpart to Contractor. Each copy so executed shall be deemed an original, but all of which shall constitute one and the same instrument. If either the Owner or the Contractor or both do not sign the Conditions of the Contract, Drawings, Specifications, or any of the other Contract Documents, the Construction Program Manager shall identify such Documents. 1.2.2 By signing the Agreement, Contractor has made and confirmed representations and warranties to the Owner as set forth in Paragraph 4.4 hereof, upon which Owner has relied in signing the Agreement. 1.2.3 The Contract Documents comprise the entire agreement between Owner and Contractor concerning and relating in any way to the Work; any preceding or prior discussions, negotiations, representations and any oral or written agreements or understandings between Owner and Contractor are merged herein and are hereby superseded and voided unless specifically adopted by reference and made a part of the Contract Documents. 1.2.4 The Contract Documents are complementary; what is called for by one is as binding as if called for by all. The Contract Documents are to be interpreted and read as a whole, and all parts thereof are to be interpreted together. Effect shall be given to all parts of the Contract, and an interpretation which gives a reasonable meaning to all of the Contract's provisions shall be preferred to one which leaves a portion of the Contract useless or inexplicable. 1.2.4.1 It is the intent of the Contract Documents to include all items necessary for the proper execution and coordination of the Work and to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Documents, including all alternates accepted by the Owner, including all actions necessary and required to provide all labor, plant, materials, supplies, equipment, transportation, facilities, and appurtenances which are indicated or implied by, or reasonably inferable from, each Drawing and each page of the Specifications, all of which are collectively necessary and required for the completion of the Work. Performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. General Conditions of the Contract for Construction 00 72 00 -8 GENERAL CONDI 1.2.4.2 Anything shown on the mentioned in the specifications effect as if shown or mentioned shall be construed to be shown and the drawings. drawings and not mentioned in the specifications, or and not shown on the drawings, shall have the same respectively in both. Any work shown on one drawing in all drawings, and Contractor will coordinate the Work Before making his proposal or bid to the Owner, and continuously after signing the Agreement, the Contractor shall carefully study and compare the Contract Documents and shall at once report to the Owner through the Construction Program Manager any error, inconsistency, omission, ambiguity, discrepancy, conflict or variance he may discover, including any requirement which may be contrary to any law, code, ordinance, rule, regulation or order of any public authority being applicable to the performance of the Work. By submitting his proposal or bid for the Work hereunder, Contractor agrees that the Contract Documents appear accurate, consistent, and complete insofar as can reasonably be determined. 2 If any portion of the Contract Documents shall be in conflict with any other portion after the application of the rules of interpretation set forth in this Paragraph 1.2, the various documents comprising the Contract Documents shall govern in the order of precedence as herein set forth according to their latest date of execution: written interpretation or clarification by the Design Consultant issued pursuant to Subparagraph 2.2.6 or by the Construction Program Manager pursuant to Subparagraph 3.3.14; Change Orders; written amendment to the Owner - Contractor Agreement; the Owner- Contractor Agreement; Addenda; Special Conditions; Supplementary Conditions; General Conditions. The Specifications take precedence over Drawings for the specific type or quality of materials or the quality of installation; the Drawings take precedence over the Specifications with regard to quantities, locations or detail of installation; as between schedules and general notes given on Drawings, the general notes shall take precedence; as between general notes given on the Drawings and specific, detailed notes, the latter shall take precedence; as between large -scale Drawings and small -scale Drawings, the larger scale shall take precedence. Specifications having greater detail or specificity take priority over specifications of lesser detail or specificity; and details take precedence over general drawings. Contractor agrees that he is not entitled to and will not submit any request for any claim, cause of action or time extension relating to any alleged error, inconsistency, omission, ambiguity, discrepancy, conflict or variance that is resolved by the application of the foregoing order of precedence of the Contract Documents; Contractor hereby waives any such claims or causes of action, and covenants not to sue and to indemnify and hold Owner, the Construction Program Manager and the Design Consultant harmless with regard to any such claim. 1.2.5 Words and abbreviations which have well -known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings unless otherwise specifically defined herein. The table of contents, titles, headings, running headlines and marginal notes contained herein and in said documents are solely to facilitate reference to various provisions of the Contract Documents and in no way affect, limit, interpret or modify the interpretation of the provisions to which they refer. 1.2.6 Reference in the Contract Documents to standard or published specifications or manuals of any manufacturer, society, organization, association, or to any code or other published standard, or to the laws or regulations of any governmental authority, whether such reference be specific, by implication or by operation of law, shall mean the latest standard specification, manual, code, or laws or regulations in effect at the time of opening of Bids (or, on the effective Date of the Agreement if there were no bids), except as may be General Conditions of the Contract for Construction 00 72 00 -9 GENERAL CONDITIONS otherwise specifically stated in the Contract Documents. Contractor, if requested, shall furnish an affidavit from the manufacturer certifying that materials, equipment or products delivered to the project comply with all standards and requirements specified in the Contract Documents or required by referenced standards, codes or documents. In case of a conflict between any referenced standard or code or other document and the specifications for the Work, the more stringent requirement shall govern. However, no provision of any referenced standard specification, manual, or code (whether or not specifically incorporated by reference in the Contract Documents) shall be effective to change the duties and responsibilities of Owner, Contractor, Construction Program Manager, or Design Consultant, or any of his consultants, agents, or employees, from those set forth in the Contract Documents, nor shall it be effective to assign to Construction Program Manager or Design Consultant, or any of Construction Program Manager's or Design Consultant's consultants, agents, or employees, any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of The Contract Documents. 1.2.7 The organization of the Specifications into divisions, sections and articles, and the arrangement of Drawings is for clarity only, and shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. The Contractor may subcontract the Work in such divisions as he sees fit; Contractor is responsible for furnishing all the Work required by the Contract Documents regardless of the divisions Contractor may make in the Work. 1.2.8 Whenever in the Contract Documents the terms "as ordered," "as directed," "as required," "as allowed," "as approved," or terms of like effect or import are used, or the adjectives "reasonable," "suitable," "acceptable," "proper," or "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review, or judgment of Construction Program Manager or Design Consultant as to the Work, it is intended that such requirement, direction, review, or judgment will be exercised solely to evaluate the Work for compliance with the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective shall not be effective to assign Construction Program Manager or Design Consultant any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the requirements or provisions of the Contract Documents. 1.2.9 Contractor shall complete the Work in full and complete compliance with all requirements of the Contract Documents. Contractor hereby waives any right or defense he may have to claim that substantial compliance with any requirements of the Contract Documents is equal to or sufficiently satisfies his duty and obligations for full and complete compliance with the Contract Documents as herein required. 1.2.10 Contractor agrees that nothing contained in this Contract or in any contract between the Owner and the Construction Program Manager or the Owner and the Design Consultant shall create any contractual relationship between the Construction Program Manager and the Contractor, the Design Consultant and the Contractor, the Design Consultant and the Construction Program Manager or between the Owner, Design Consultant, and the Construction Program Manager and any Subcontractor, Sub - Subcontractors or any other third party. 1.2.11 Contractor acknowledges and agrees that should Contractor have any claim or cause of action arise during the course of his performance hereunder, that Contractor has a sole and sufficient remedy against Owner, as may be provided by law or under the Contract Documents (subject to all provisions, requirements and limitations of this Contract). Contractor further acknowledges and agrees that it is the intent of this Contract to provide General Conditions of the Contract for Construction 00 72 00 -10 GENERAL CONDITIONS for the economical and efficient resolution of all matters, claims or causes of action that may arise relating to Contractor's performance of the Work under this Contact; and that it is the intent of this Contract that all such matters be resolved between Contractor and Owner (or between Contractor and any separate contractor as provided in this Contract), without any separate claims or causes of action being asserted against Owner's officers, directors, employees, agents or representatives (including Construction Program Manager and Design Consultant); and that it is the intent of this Contract to reduce the possible cost and attorney's fees in any litigation which may result relating hereto by limiting the number of parties in any such proceeding and providing for one forum in which all such issues may be resolved. Therefore, to implement and carry out this intent, Contractor agrees as follows: .1 Contractor acknowledges and agrees that the contracts between Owner and Construction Program Manager and between Owner and the Design Consultant are not intended for the benefit of Contractor or any Subcontractor or Sub - Subcontractor and that Contractor (and any Subcontractor or Sub - Subcontractor) is not a third -party beneficiary of such contracts. Contractor waives any right, claim or cause of action he may have as an alleged third -party beneficiary of any contracts between Owner and Construction Program Manager or Owner and the Design Consultant and covenants not to sue Construction Program Manager or Design Consultant as a third -party beneficiary of said contracts. 2 Contractor waives any claim or cause of action he may have as a matter of law or equity (including, but not limited to any claim or cause of action for breach of any express or implied warranty or obligation, any act or omission or failure to act or to perform any duty, including any claim or cause of action for negligence) against any of Owner's officers, directors, employees, agents or representatives (including specifically, without limitation, Construction Program Manager and Design Consultant or any of his directors, officers, employees or representatives, or anyone in contract with any of them); and Contractor covenants with Owner not to sue any of the foregoing, it being acknowledged and agreed that Contractor's sole remedy for any such claims or causes of action shall be against Owner (or in the case of a separate contractor, against said contractor as provided in Article 6 hereof) and that such remedy against Owner (or directly against a separate contractor) is sufficient to fully protect the interests of Contractor hereunder. .3 Unless otherwise provided in the Contract Documents, any legal proceeding of any nature brought by the Contractor against the Owner to enforce any right or obligation under this Contract (or by Contractor against Owner, Construction Program Manager or Design Consultant, even though such action may be in breach of any provision hereof) arising out of any matter pertaining to this Contract or the Work to be performed hereunder, shall be submitted for trial before the trial court of record in and for the city or county of the state or jurisdiction in which the Project is located; Contractor hereby waives his right to bring and warrants that he shall not bring any such legal proceeding in the United States District Court having jurisdiction over the situs of the Project; and Contractor hereby waives any right he may have to bring and warrants that he shall not bring any such legal proceeding against Owner, Construction Program Manager or Design Consultant in any other jurisdiction, whether under any so- called "long arm statute" or any other law which may provide for jurisdiction of such proceedings in a court other than that agreed upon herein. The right to trial by jury is also waived by Contractor. General Conditions of the Contract for Construction 00 72 00 -11 GENERAL CONDITIONS 4 Nothing herein shall be construed as limiting in any way Owner's rights or causes of action against any person with whom Owner has a contract relating to the Project. 1.2.12 The provisions of this Contract cannot be amended, modified, varied or waived in any respect except as specifically provided in Subparagraph 1.1.12 hereof. The Contractor is hereby given Notice that no person has authority to orally waive, or to orally release the Contractor from any of the Contractor's duties or obligations under or arising out of this Contract. Contractor waives any right he may have to claim, and hereby agrees not to claim, that the Owner, Construction Program Manager or Design Consultant and Contractor, or any of his employees, agents, or representatives ever agreed orally to waive the strict requirements for amendment of this Contract as set forth in Subparagraph 1.1.12 hereof. Any waiver, approval or consent granted by Change Order to the Contractor shall be limited to those matters specifically and expressly stated therein to be waived, approved or consented to and shall not relieve the Contractor of the obligation to obtain any future waiver, approval or consent. 1.2.13 Whenever any obligation, responsibility or duty is required of Contractor, or any right, claim or cause of action is waived under this Contract, it is understood and agreed that the intent of this Contract is that the same obligation, responsibility or duty is imposed upon and the same waiver of any claim or cause of action is required of and is made by any Subcontractor, Sub - Subcontractor or Supplier, even though in some phrases or provisions the words "Contractor," "Subcontractor" and "Sub- Subcontractor" may be used, while in other phrases or provisions only the word "Contractor" may be used. 1.2.14 Whenever in this Contract the words "Owner," "Construction Program Manager," "Design Consultant ", "Contractor ", "Subcontractor ", "Sub- subcontractor" or "Supplier" are used, such words shall encompass and include within their definition and meaning the directors, officers, employees, agents and representatives of such entity. 1.3 OWNERSHIP AND USE OF DOCUMENTS 1.3.1 All Drawings, Specifications and copies thereof furnished to the Contractor shall remain property of the Owner. They are to be used only with respect to this Project and are not to be used on any other project. With the exception of one contract set for each party to the Contract, all Contract Documents are to be returned or suitably accounted for to the Owner upon request at the completion of the Work. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the common law copyright or other reserved rights of the holder thereof. 1.3.2 Neither Contractor nor any Subcontractor or Supplier or other person or organization performing or furnishing any of the Work under a direct or indirect contract with Owner shall have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Design Consultant; Contractor may not reuse the Contract Documents for extensions of the Project or for any other project without written consent of Owner. ARTICLE 2 THE DESIGN CONSULTANT 2.1 DEFINITIONS General Conditions of the Contract for Construction 00 72 00 -12 GENERAL CONDITIONS 2.1.1 The terms "Design Consultant ", "Architect" and "Engineer" are defined in Subparagraph 1.1.17. 2.2 SERVICES OF THE DESIGN CONSULTANT 2.2.1 The Design Consultant will provide certain services as hereinafter described 2.2.2 Subject to the limitations of Subparagraph 2.2.4, the Design Consultant will visit the site at intervals appropriate to the stage of construction to familiarize himself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. The Design Consultant will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work but shall make as many inspections as may reasonably be necessary to fulfill his obligations to the Owner. On the basis of such on -site observations, the Design Consultant shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. 2.2.3 The Design Consultant will render written field reports to the Construction Program Manager in the form required by the Construction Program Manager relating to the periodic visits and inspections of the Project made as required under Subparagraph 2.2.2. 2.2.4 The Design Consultant will not be responsible for and will not have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work. Design Consultant will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Design Consultant will not be responsible for or have control or charge over any of the acts or omissions of the Contractor, Subcontractors, or any of his agents or employees, or any other persons performing any of the Work. 2.2.5 The Design Consultant and all other representatives of Owner, including testing agencies and government agencies with jurisdictional interests, shall at all times have access to the Work wherever and whenever it is in preparation or progress. The Contractor shall provide safe facilities for such access. 2.2.6 As required, the Design Consultant will, within a reasonable time, render to and through the Construction Program Manager written clarifications or interpretations concerning the design or other technical aspects of the Work or the Contract Documents. 2.2.7 All communications, correspondence, submittals, or documents exchanged between the Design Consultant and the Contractor in connection with the Project shall be through or in the manner prescribed by the Construction Program Manager or the Contract Documents. 2.2.8 Should errors, omissions, or conflicts in the Drawings, Specifications, or other Contract Documents prepared by the Design Consultant be discovered, the Design Consultant will prepare such amendments or supplementary documents and provide consultation as may be required by the Construction Program Manager. 2.2.9 All interpretations and decisions of the Design Consultant shall be consistent with the intent of, and reasonably inferable from the Contract Documents. 2.2.10 The Design Consultant's decisions concerning matters of artistic effect are final, if consistent with the intent of the Contract Documents. General Conditions of the Contract for Construction 00 72 00 -13 GENERAL CONDITIONS 2.2.11 If the Design Consultant observes any Work that does not conform to the Contract Documents, Design Consultant shall promptly make an oral and written report of all such observation to the Construction Program Manager. 2.2.12 When required by the Owner or Construction Program Manager, Design Consultant will prepare and submit to the Construction Program Manager lists, including Punch Lists, of those portions of the Contractor's Work which are not in conformance with the Contract Documents. The Construction Program Manager will transmit such lists to the Contractor for correction or completion thereof. 2.2.13 The Design Consultant has authority to disapprove, condemn or reject Work on behalf of the Owner when, in his opinion, the Work does not conform to the Contract Documents. Whenever in the Design Consultant's reasonable opinion it is considered necessary or advisable for the proper implementation of the intent of the Contract Documents, the Design Consultant has authority to require special inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work be then fabricated, installed or completed. However, neither the Design Consultant's authority to act under this Subparagraph 2.2.13, nor any decision made by the Design Consultant in good faith either to exercise or not to exercise such authority shall give rise to any duty or responsibility of the Design Consultant to the Contractor, any Subcontractor, any of his agents, or employees, or any other person performing any of the Work. 2.2.14 The Construction Program Manager will establish with the Design Consultant procedures to be followed for review and processing of all Shop Drawings, catalog submittals, project reports, test reports, maintenance manuals, and other necessary documentation, as well as requests for changes and applications for extensions of time. 2.2.15 Design Consultant will review with reasonable promptness Contractor's submittals such as Shop Drawings, Product Data, Samples, and Contractor's requests for interpretations or clarifications, but Design Consultant's review and response will be only for conformance with the design concept of the Project and for general compliance with the information given in the Contract Documents; such review shall not extend to means, method, techniques, sequence, or procedures of construction (except where a specific means, method, technique, sequence, or procedure of construction is indicated in or required by the Contract Documents) or to safety precautions or programs incident thereto. 2.2.15.1 Design Consultant shall have a reasonable time to review all such submittals as set forth in Subparagraph 2.2.15. Contractor's failure to initially transmit submittals, or to provide corrections thereto, additional information or product data, or new samples as may be required, in an orderly and timely manner, shall not impose upon Owner, Construction Program Manager or Design Consultant any responsibility or obligation to limit, accelerate or otherwise modify the normal and customary review process or the timing thereof. 2.2.16 The Design Consultant will promptly prepare information for Change Orders when requested by the Construction Program Manager. 2.2.17 The Design Consultant and the Construction Program Manager will conduct observations to determine the dates of Substantial Completion and Final Completion, and will jointly issue a Final Certificate for Payment. 2.2.18 The Design Consultant will prepare a set of reproducible Record Drawings showing significant changes in the Work made during the construction process. Such Record Drawings will be based on neatly and clearly marked -up prints, Drawings, or other data General Conditions of the Contract for Construction 00 72 00 -14 GENERAL CONDITIONS furnished by the Contractor. Design Consultant may rely upon the accuracy of such information as furnished by the Contractor. 2.2.19 As requested by Owner or Construction Program Manager, Design Consultant will provide to the Owner assistance in the original operation of any equipment or system such as initial start -up, testing, adjusting or balancing. 2.2.20 The Design Consultant, as appropriate, will be consulted by the Construction Program Manager regarding Contractors Application for Payment. 2.2.21 If Owner terminates the employment of the Design Consultant, Owner may unilaterally designate a new Design Consultant. The status of the new Design Consultant under the Contract Documents shall be the same as that of the former Design Consultant. ARTICLE 3 OWNER 3.1 DEFINITIONS 3.1.1 The Owner is defined in Subparagraph 1.1.31 hereof. 3.1.2 The Construction Program Manager is defined in Subparagraph 1.1.10. 3.2 CONSTRUCTION PROGRAM MANAGER 3.2.1 Heery International, Inc. (herein referred to as the Construction Program Manager) will be the Owner's exclusive representative and agent to the Contractor with respect to the Work and Project during construction and until the issuance of the final Certificate for Payment. The Owner's communications with the Contractor and the Design Consultant shall be exclusively through the Construction Program Manager, who will have full authority to act on behalf of the Owner with regard to all aspects of the Project except that the Owner must approve all Change Orders and payments to the Contractor. All of the Contractor's communications to the Owner or to the Design Consultant shall be exclusively through the Construction Program Manager. All of the Construction Program Manager's actions with regard to this Project will be as an agent and representative of the Owner. 3.2.2 The Construction Program Manager is not authorized to revoke, alter, change, relax, or release any requirements of the Contract, nor is he authorized to approve or accept any portion of the Work not executed in accordance with, nor to issue instructions contrary to, the Contract Documents. 3.3 INFORMATION, SERVICES AND RIGHTS OF THE OWNER 3.3.1 The Owner, through the Construction Program Manager, will provide administration of the Contract as hereinafter described. 3.3.2 The Owner and the Construction Program Manager shall at all times have access to the Work whenever and wherever it is in preparation or progress. The Contractor shall provide safe facilities for such access. 3.3.3 The Owner and the Construction Program Manager shall not be responsible for or have control or charge of the construction means, methods, techniques, sequences, or procedures, or safety precautions and programs in connection with the Work, and will not General Conditions of the Contract for Construction 00 72 00 -15 GENERAL CONDITIONS be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. Neither the Owner, the Construction Program Manager nor the Design Consultant will be responsible for the acts or omissions of the Contractor, any Subcontractors, any Sub- subcontractors, any of his agents or employees, or any other persons performing any of the Work. 3.3.4 The Construction Program Manager has authority on behalf of the Owner to condemn or reject Work when, in his opinion, the Work does not conform to the Contract Documents. Whenever in the Construction Program Manager's reasonable opinion it is considered necessary or advisable for the proper implementation of the intent of the Contract Documents, the Construction Program Manager has authority to require special inspection or testing of the Work whether or not such Work be then fabricated, installed, or completed. However, neither the Construction Program Manager's authority to act under this Subparagraph 3.3.4, nor any decision made by the Construction Program Manager in good faith either to exercise or not to exercise such authority shall give rise to any duty or responsibility of the Construction Program Manager to the Contractor, any Subcontractor, any of his agents, or employees, or any other person performing any of the Work. 3.3.5 The Construction Program Manager shall have the authority and discretion to call, schedule, and conduct job meetings to be attended by the Contractor, representatives of his Subcontractors, and the Design Consultant, to discuss such matters as procedures, progress, problems, and scheduling. 3.3.6 The Construction Program Manager will establish procedures to be followed for processing all Shop Drawings, Product Data, Samples, other Submittals, project reports, documentation, test reports, and maintenance manuals. 3.3.7 The Construction Program Manager will review all requests for Changes and shall process Change Orders, as appropriate, including applications for extension of the Contract Time or Specific Dates. 3.3.8 The Owner and the Construction Program Manager, will not be responsible for the failure of the Contractor to plan, schedule, and execute the Work in accordance with the Construction Schedule or the failure of the Contractor to complete the Work or applicable portions thereof by the Specific Dates and within the Contract Time, or the failure of the Contractor to schedule and coordinate the Work of his own trades, Subcontractors, Sub- subcontractors or Suppliers, or to coordinate and cooperate with other separate contractors. 3.3.9 The Construction Program Manager will review, and after his approval thereof, will process all Applications for Payment, and will consult with the Design Consultant as appropriate relating thereto. 3.3.10 When requested by the Contractor, the Owner shall furnish surveys in his possession describing the physical characteristics, legal limitations and utility locations for the Project site. Contractor shall carefully review this data in coordination with the other Contract Documents. The Owner does not warrant the accuracy or completeness of such surveys or other data. 3.3.11 Unless otherwise provided in the Contract Documents, Owner shall secure and pay for necessary easements required for permanent structures or for permanent changes in existing facilities and for rights -of -way and easements for access thereto and for such other lands which are designated in the Contract Documents for the use of Contractor. Contractor shall, at no additional cost to the Owner, provide for all additional lands and General Conditions of the Contract for Construction 00 72 00 -16 GENERAL CONDITIONS access thereto that may be required for temporary construction facilities or storage of materials and equipment at Contractor's expense. 3.3.12 Information or services under the Owner's control shall be furnished by the Owner with reasonable promptness to avoid unreasonable delay in the orderly progress of the Work. 3.3.13 Owner will furnish, at no cost to the Contractor, all Drawings and Specifications reasonably necessary for the execution of the Work. Owner, Design Consultant and Construction Program Manager will not provide Contractor with any sepias of the Drawings. No partial sets of the Contact Documents will be furnished to Contractor. 3.3.14 Construction Program Manager will issue with reasonable promptness after written request from Contractor such written clarifications or interpretations of the requirements of the Contract Documents (in the form of Drawings provided by Design Consultant or otherwise) as Construction Program Manager or Design Consultant may deem necessary, which clarifications or interpretations shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. 3.4 DIFFERING SITE CONDITIONS 3.4.1 Contractor shall inspect the Project site prior to bidding the Work and again immediately prior to commencing the Work. Contractor is responsible for determining all physical, subsurface and other conditions which may affect the Work, pursuant to Subparagraph 4.22.1. Contractor shall have full responsibility for reviewing and checking all such data and information; for locating all Underground Facilities or Utilities shown, indicated in the Contract Documents, or actually existing; for coordination of the Work with the owners of such Underground Facilities or Utilities during construction; and for the safety and protection thereof as provided in Article 10 and repairing any damage thereto resulting from the Work, the cost of which will be considered as having been included in the Contract Sum. 3.4.2 The Drawings show conditions as they are believed to exist, but it is not intended or to be inferred that the conditions as shown thereon constitute a representation by or on behalf of the Owner, Construction Program Manager or Design Consultant that such conditions actually exist. 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, Construction Program Manager, or Design Consultant by the owners of such Underground Facilities or by others. Owner, Construction Program Manager, and Design Consultant shall not be responsible for the accuracy or completeness of any such information or data. 3.4.2.1 Upon the signing by Contractor of a required acknowledgment and release form, as set forth in Subparagraph 3.4.2.3, Owner will make available for the Contractor's information and review, at the Owner's offices, or at such other location as the Construction Program Manager may indicate, certain boring logs, geological, soils and other reports, surveys, utility locations and analyses pertaining to the Project site of which the Owner is aware and has in his possession. Any reports, surveys and analyses provided by Owner are for the Contractor's information only, and his accuracy and completeness are not guaranteed or warranted by the Owner, the Construction Program Manager or the Design Consultant, and such reports are not adopted by reference into, nor are they part of the Contract Documents. For example, without limitation, copies of boring logs which may be provided to Contractor are only intended to reflect conditions at the specific location of the borings and do not necessarily reflect site conditions at other locations. If Contractor obtains the foregoing reports and other data as specifically stated herein without the signing of the required acknowledgement and release form, as set forth in Subparagraph 3.4.2.3, it is General Conditions of the Contract for Construction 00 72 00 -17 GENERAL CONDITIONS understood and agreed that Contractor, by obtaining said information or data, agrees with and shall be bound by the provisions of Subparagraph 3.4.2.3; the failure of the Owner or his employees or agents to require the signing of the acknowledgement and release shall not constitute a waiver or modification by the Owner of this Paragraph 3.4.2.1 or any of the provisions hereof. 3.4.2.2 Notwithstanding any factual statement, conclusion, or any other technical or nontechnical language or recommendations contained in such reports as set forth in Subparagraph 3.4.2.1, the Contractor assumes full responsibility for inspection of the site and determination of the character, quality and quantity of any soil, surface or subsurface conditions that may be encountered or which may affect the Work, and for the means and methods of construction that he employs when performing the Work. 3.4.2.3 In consideration of the receipt of any of the information or data as set forth in Subparagraph 3.4.2.1, Contractor agrees to the following acknowledgement and release, and shall further evidence and confirm this agreement and understanding by executing a document providing as follows (it being understood and agreed that the execution of such document is not a condition precedent to the effectiveness of this release): Contractor hereby acknowledges receipt of copies of certain boring logs, gentechnical, soils and other reports, surveys and analyses relating to the Project from the Owner thereof. In consideration for the receipt of such information, Contractor releases the Owner, Construction Program Manager and Design Consultant from any responsibility or obligation as to the accuracy or completeness of such data or information and hereby waives any claim or cause of action which Contractor may have against any of them, or which may subsequently arise, because of any assumptions made by Contractor based upon such data or documents, or because the Contractor's reliance upon the accuracy thereof, or because of any conclusions Contractor may derive therefrom. 3.4.3 If Contractor believes that any physical or subsurface condition uncovered or revealed at the site differs materially from that indicated, reflected, or referred to in the Contract Documents, Contractor, after becoming aware thereof and before performing any Work in connection therewith or disturbing the condition thereof (except in an emergency as permitted by Paragraph 10.3), shall promptly notify Owner and Construction Program Manager in writing of said condition. 3.4.3.1 Construction Program Manager and Design Consultant will promptly review the pertinent conditions, determine the necessity of obtaining additional explorations or tests with respect thereto and advise Owner in writing (with a copy to Contractor) of Construction Program Manager's and Design Consultant's findings and conclusions. During such interim, Contractor shall be responsible for the safety and protection of such Underground Facility as provided in Article 10. 3.4.3.2 If an Underground Facility or Utility is uncovered or revealed at or contiguous to the site which was not as shown or indicated in the Contract Documents or records of the owner of the Underground Facility or Utility, Contractor shall give written Notice thereof to the owner of such Underground Facility or Utility in addition to Owner and Construction Program Manager. 3.4.3.3 If Construction Program Manager and Design Consultant conclude that there is a material difference from what is indicated in the Contract Documents or that because of newly discovered conditions a Change in the Contract Documents is required, a Change Order will be issued as provided in Article 12 to reflect and document the consequences of the difference. General Conditions of the Contract for Construction 00 72 00 -18 GENERAL CONDITIONS 3.4.4 Consistent with the provisions of this Paragraph 3.4 and Paragraph 12.6 hereof, the Owner may order minor Changes in the Work because of such differing site or physical conditions. 3.4.4.1 Except as otherwise provided specifically in this Subparagraph 3.4.4.1, Contractor shall not be entitled to any increase in the Contract Sum or the extension of any Specific Date or the Contract Time because of any subsurface, physical or concealed condition differing from that indicated in the Drawings, whether or not the condition or difference is latent or material; or because the condition encountered was unknown to Contractor or was of an unusual nature, differing materially from those ordinarily encountered or generally recognized as inhering in work of the character provided for in this Contract, except when (1) the Owner orders a Change in the Work under Article 12 hereof because of such conditions; (2) Contractor has fully complied with the requirements of this Paragraph 3.4; and (3) the Contractor is otherwise entitled to such adjustments under Article 8, Article 12 or any of the other provisions of the Contract Documents. However, nothing in this Subparagraph 3.4.4.1 is intended to, or shall it be construed to modify or limit the requirements and provisions of this Paragraph 3.4, nor shall Contractor be entitled to any Change in the Work solely because Contractor modified the sequence, method or manner of his performance of the Work because of such conditions (whether such modifications by Contractor were made solely at Contractor's option or in his discretion or were reasonably ordered or directed by Owner or the Construction Program Manager). 3.5 OWNER'S RIGHT TO STOP OR TO SUSPEND THE WORK 3.5.1 If the Contractor fails to correct defective Work as required by Paragraph 4.7, or fails to carry out the Work or to supply a sufficient amount of skilled labor, or suitable materials or equipment in accordance with the Contract Documents, or fails to furnish or perform the Work in such a way that assures the Construction Program Manager that the completed Work will conform to the Contract Documents, the Construction Program Manager by a written order may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated. 3.5.2 Construction Program Manager shall have the authority to suspend the Work, in whole or in part, for such periods and such reasons as he may deem necessary or desirable, including without limitation: unsuitable weather; other conditions considered unfavorable for the suitable prosecution of the Work; or other conditions considered adverse to the best interests of the Owner. Provided, however, this right of the Construction Program Manager to suspend the Work, or to stop the Work on behalf of the Owner under Subparagraph 3.5.1, shall not give rise to a duty on the part of the Owner or Construction Program Manager to exercise this right for the benefit of the Contractor or any other person or entity. 3.5.3 The Construction Program Manager shall give Contractor Notice of any such suspension. The Contractor shall comply immediately with such orders of the Construction Program Manager and shall not resume the Work until so ordered in writing by the Construction Program Manager. No suspension of the Work under Subparagraph 3.5.1 which is due to the fault of the Contractor shall be the basis of a claim by the Contractor for any increase in the Contract Sum or for any other damages, losses, costs or expenses whatsoever, or any extension of time relating thereto, all of which claims the Contractor hereby expressly waives. If the Work is suspended because of a Notice of suspension issued pursuant to Subparagraph 3.5.2 hereof, the Contractor shall be entitled to (1) an extension of the Contract Time not to exceed the length of time that the Work was suspended, and (2) his direct costs, if any, which, in the opinion of the Construction Program Manager, arise solely because of the Notice of suspension, provided that the claim for a time extension is submitted and authorized in accordance with Paragraph 8.3 General Conditions of the Contract for Construction 00 72 00 -19 GENERAL CONDITIONS and written Notice of the claim is submitted by Contractor in accordance with Subparagraph 7.7.2.4 hereof and other requirements of the Contract Documents, and provided further that the suspension is not due to an act or omission of the Contractor or any other person or organization for whose acts or omissions the Contractor may be liable. 3.5.4 In the event of a suspension of the Work, the Contractor will, and will cause his Subcontractors, Sub - subcontractors and Suppliers to, carefully protect his (and their) materials and work against damage or injury from the weather and any other cause and will maintain completed and uncompleted portions of the Work as required by the Contract Documents. If, in the opinion of the Construction Program Manager, any work or material is damaged or injured by reason of failure on the part of the Contractor or any of his Subcontractors, Sub - subcontractors or Suppliers to protect same, such work and materials shall be removed and replaced at the expense of the Contractor. 3.6 OWNER'S RIGHT TO CARRY OUT THE WORK AND DIRECT OVERTIME 3.6.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within seven (7) days after receipt of written Notice from the Construction Program Manager, or within such other time as required in a written Notice issued by the Construction Program Manager, to commence and continue correction, with diligence and promptness, of such default or neglect, including but not limited to the removal and replacement of rejected Work as required by the Construction Program Manager or Design Consultant, the Owner may, without prejudice to any other remedy Owner may have, make good such deficiencies. 3.6.1.1 Contractor shall allow Owner, Construction Program Manager and Design Consultant such access to the site as may be necessary to enable Owner to exercise the rights and remedies under this Paragraph 3.6. All costs of Owner in exercising such rights and remedies will be charged against Contractor in a reasonable amount approved by Construction Program Manager. A Change Order will be issued incorporating the necessary revisions in the Contract Documents. Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount thereof, Owner may withhold from compensation otherwise due Contractor such amount as is, in the opinion of the Construction Program Manager, sufficient to protect the Owner's interests. Such costs will include, but not be limited to, fees and charges of Design Consultant, the Construction Program Manager, attorneys, and other professionals, all court costs, and all costs of repair or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's defective Work. 3.6.1.2 Contractor shall not be allowed an extension of the Contract Time because of any delay in performance of the Work attributable to the exercise by Owner of Owner's rights and remedies hereunder. 3.6.2 The Owner may, in his sole discretion and for any reason, require Contractor to accelerate the schedule of performance by providing overtime, Saturday, Sunday or holiday work, or by having all or any Subcontractors or Sub - subcontractors designated by Owner provide overtime, Saturday, Sunday or holiday work. 3.6.2.1 In the event of overtime, Saturday, Sunday or holiday work by the Contractor's own forces or by a Subcontractor pursuant to this Subparagraph 3.6.2, Owner shall reimburse the Contractor for the direct costs to the Contractor of the premium for all labor utilized by the Contractor in such overtime, Saturday, Sunday or holiday work (but not for the straight time costs of such labor or for any overtime or related costs arising because of any order of the Owner or Construction Program Manager pursuant to Subparagraph General Conditions of the Contract for Construction 00 72 00 -20 GENERAL CONDITIONS 3.6.1 or Paragraphs 4.12, 13.10 or 13.11 hereof), together with any Social Security and State or Federal unemployment insurance taxes in connection with such premium. However, no overhead, supervision costs, commissions, profit or other costs and expenses shall be payable in connection therewith. 3.6.2.2 The obligations of the Owner as set forth in this Subparagraph 3.6.2. shall be the sole and exclusive obligations of the Owner on account of overtime, Saturday, Sunday and holiday work ordered pursuant to this Subparagraph 3.6.2; provided, however, the Owner shall have no obligation to make payments on account thereof unless: (1) Contractor shall submit to Construction Program Manager, for the Construction Program Manager's review and approval, duly authenticated time records, evidencing the hours of overtime, Saturday, Sunday or holiday work performed pursuant to this Subparagraph 3.6.2 by the end of the day on which performed; and (2) Contractor shall include with his request for reimbursement a duplicate of each of the foregoing time records and such other substantiation of costs reimbursable hereunder as the Owner may require. 3.6.3 Neither the Owner, the Construction Program Manager, the Design Consultant nor his officers, agents, assigns or employees shall in any way be liable or accountable to Contractor or his surety for any reasonable method by which the Work or any portion thereof, performed by the Owner or by separate contractors pursuant to Paragraph 3.6, is accomplished or for the reasonable price paid therefor. Notwithstanding the Owner's right to carry out a portion of the Work, maintenance and protection of the Work remains the Contractor's and surety's responsibility as provided for in the Performance Bond and Guarantee of Contractor. 3.7 RIGHT TO AUDIT AND PRESERVATION OF RECORDS 3.7.1 The Contractor shall maintain books, business records, project documents and data, accounts of all costs relating to the Project and Contractor's home office or jobsite overhead, in accordance with generally accepted accounting principles and practice. These records shall be retained and preserved by Contractor in a safe place for a minimum period of five (5) years after Final Completion of the Work, or such longer period as may be required by applicable laws or regulations. The Owner, the Construction Program Manager, or his authorized representatives shall have the right to audit the books, records and accounts of the Contractor under any of the following conditions: .1 If the Contract is terminated for any reason in accordance with the provisions of these Contract Documents; .2 In the event of a disagreement between the Contractor and the Owner concerning the amount due Contractor under the terms of this Contract; .3 If such data is necessary, in the opinion of Owner or Construction Program Manager, to check or substantiate any amounts invoiced or paid which are required to reflect the costs of the Contractor, or the Contractor's efficiency or effectiveness under this Contract, or in connection with extras, changes, claims, additions, backcharges, or other, as maybe provided for in this Contract; .4 If it becomes necessary to determine the Owner's rights and the Contractor's obligations under this Contract or to ascertain facts relative to any claim against the Contractor which may result in a charge against the Owner; or .5 To determine any difference in cost occasioned by a substitution permitted under Paragraph 4.14 hereof. General Conditions of the Contract for Construction 00 72 00 -21 GENERAL CONDITIONS 3.7.2 The Owner or the Construction Project Manager shall have unlimited, reasonable access during normal working hours to the Contractor's books and records. 3.7.3 Unless otherwise provided by applicable statute, the Contractor, from the effective date of final payment or termination hereunder, shall preserve and make available to the Owner at all reasonable times at the office of the Contractor but without direct charge to the Owner, all Contractor's books, records, documents, photographs, microfilm, or other authentic reproductions thereof, or other evidence bearing on the costs and expenses and performance of the Contractor under this Contract or the Work hereunder. 3.7.4 The Owner will make all payments required of it under this Contract subject to audit, under circumstances stated above, which audit may be performed at the Owner's option, either during the Contract Time period or during the record retention time period required herein. Regardless of authorization, approval or acceptance, signatures or letters which are given by the Owner and are part of the Owner's control systems or are requested by the Contractor, the payments made under this Contract for any Work performed on a time and materials or cost -plus basis shall not constitute a waiver of the Owner's right to audit, nor shall payments thereof constitute a waiver or agreement by the Owner that it accepts as correct the billings, invoices or other charges on which the payments were based. 3.7.5 If any audit by the Owner discloses an underpayment by the Owner for any work performed on a time and materials or cost -plus basis, the Owner shall have the duty to pay any amounts found by the audit to be owed to the Contractor. If such audit discloses an overpayment, the Contractor shall have the obligation to reimburse the Owner for the amount of the overpayment and all costs associated with said audit. Interest shall be payable to the appropriate party in case of an underpayment or overpayment, solely for Work performed on a time and materials or cost -plus basis, at the rate of ten percent (10 %) per annum from the date of such underpayment or overpayment until fully paid. The obligation of the Contractor to make reimbursement hereunder shall not terminate except as provided by law. The Owner may pursue all of his legal or equitable remedies even though it has made all or part of the payments required by this Contract. 3.7.6 The Contractor shall include this "Right to Audit and Preservation of Records" clause contained in this Paragraph 3.7 in all subcontracts issued by him and he shall require same to be inserted by all lower tier Subcontractors in their subcontracts, for any portion of the work. Should Contractor fail to include this clause in any such contract or lower tier Contract, or otherwise fail to protect Owner's rights hereunder, Contractor shall be liable to Owner for all costs, expenses and attorney's fees which Owner may have to incur in order to obtain an audit or inspection of or the restoration of records which would have otherwise been available to Owner from said persons under this clause. Such audit may be conducted by the Owner, the Construction Program Manager or his authorized representative. ARTICLE 4 CONTRACTOR 4.1 DEFINITIONS 4.1.1 The Contractor is defined in Subparagraph 1.1.15 hereof. 4.1.2 This entire Contract is not one of agency by the Contractor for Owner but one in which Contractor is engaged independently in the business of providing the services and performing the Work herein described as an independent contractor. General Conditions of the Contract for Construction 00 72 00 -22 GENERAL CONDITIONS 4.2 REVIEW AND MAINTENANCE OF CONTRACT DOCUMENTS 4.2.1 Contractor is required to carefully study and compare the Contract Documents and to report to the Owner through the Construction Program Manager any error, inconsistency, omission, ambiguity, discrepancy, conflict or variation he may discover as pursuant to Paragraph 1.2 hereof. 4.2.2 Contractor shall do no Work without Contract Documents and, when required, approved Shop Drawings, Product Data, or Samples for portions of the Work, and required inspections of the Work. 4.2.3 The Contractor shall maintain in a safe place at the site, one record copy of all Drawings, Specifications, Addenda, Written Amendments, Change Orders, Written Interpretations and Clarifications issued pursuant to the Contract Documents, in good order and marked currently to record all changes made during construction, and approved Shop Drawings, Product Data and Samples. Contractor warrants the accuracy of such information or data. These shall be available to the Construction Program Manager and Design Consultant during the performance of the Work, and shall be delivered to the Construction Program Manager for the Owner upon Final Completion. 4.3 SUPERVISION AND CONSTRUCTION PROCEDURES 4.3.1 The Contractor shall not commence Work on site or off site, or store materials or equipment at the Project site, until a written Notice to Proceed is issued or until the Contractor otherwise receives the Construction Program Manager's written consent so to do. Under no circumstances shall Contractor have the right to perform Work on the Project site until Contractor has complied with all requirements of the Contract Documents which are a precondition for so doing, including, but not limited to the requirements for Bonds and Certificates of Insurance under Subparagraph 7.4.3, and permits. Contractor's inability, failure or refusal to comply with such requirements shall not be justification for any extension in the Contract Time or Specific Dates or for any claim for additional compensation. 4.3.2 The Contractor shall supervise and direct the Work, competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. The Contractor has the unique responsibility of being the supervisor, manager, overseer, coordinator and expeditor of his employees and the Work and that of his Subcontractors, Sub - subcontractors and Suppliers and of the total construction process, including all of its parts, in accordance with this Contract and applicable law. In executing the duties incurred by these responsibilities, the Contractor shall provide sufficient executive and supervisory field staff to enable efficient and expeditious handling of these matters. There shall be at least one Project Manager assigned full -time to the Work by Contractor as well as the field staff required by Subparagraph 4.3.2.2. The Project Manager shall attend each progress meeting at the Project site, 4.3.2.1 Contractor shall provide a management chart and a list of personnel which shall comprise the superintending staff. All references to the Superintendent elsewhere in the Contract Documents shall mean the superintending staff. 4.3.2.2 Contractor shall employ and designate in writing a competent Superintendent and necessary assistants who shall be in attendance at the Project site full time during the progress of the Work and who shall be satisfactory to the Owner and the Construction Program Manager. The Project Manager and /or the Superintendent shall represent the Contractor and all communications given to either shall be binding upon Contractor. General Conditions of the Contract for Construction 00 72 00 -23 GENERAL CONDITIONS 4.3.2.3 Except as provided in Subparagraph 4.12.5, the Superintendent shall be in attendance at the Project site not less than eight hours per day, five days per week, unless the Project is closed down due to a general strike or conditions beyond the control of the Contractor, until termination of the Contract in accordance with the Contract Documents. It is understood that such Superintendent shall be continued in that capacity for the duration of the Project, unless he proves to be unsatisfactory to the Contractor, Owner or Construction Program Manager or ceases to be on the Contractor's payroll, unless the Owner otherwise agrees. The Superintendent shall be assigned exclusively to the Project for this Contract and shall not be employed as Superintendent, or in any other capacity, for work performed by Contractor under any other contract with Owner or on any other project for or by Contractor or any other entity during the time of performance of the Work. 4.3.3 Contractor shall be solely responsible for and have control over all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract. 4.3.4 The Contractor shall be responsible to the Owner for the acts and omissions of his employees, Subcontractors and Sub - subcontractors, suppliers, their agents and employees, and other persons performing any of the Work and for their compliance with each and every requirement of the Contract Documents, in the same manner as if they were directly employed by the Contractor. 4.3.5 The Contractor shall not be relieved of any of his obligations required by the Contract Documents either by the acts or failures to act of the Owner, the Design Consultant or the Construction Program Manager in their administration of the Contract, or by inspections, tests or approvals (or the lack thereof) required or performed under the Contract Documents by persons other than the Contractor. 4.3.6 Notwithstanding the fact that a dispute, controversy or other question may arise between the parties hereto relating to the execution or progress of the Work, the interpretation of the Contract Documents, the payment of any monies, the delivery of any materials, or any other matter whatsoever, the Contractor shall not be relieved of his obligations under the Contract Documents because of the pending dispute, controversy or other issue. 4.3.7 Before starting a section of Work, the Contractor shall carefully examine, by whatever means are reasonably necessary, all preparatory work that has been executed to receive his Work to ensure that his Work and adjacent, related work will finish to proper and required standards for quality, contours, planes, and levels. 4.3.8 The Contractor understands and agrees that the Owner, Construction Program Manager and Design Consultant will not be responsible for and do not have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions, and programs in connection with the Work, and they will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Owner, Construction Program Manager and the Design Consultant will not be responsible for or have control or charge over the acts or omissions of the Contractor, Subcontractors, or any of their agents or employees, or any other persons performing any of the Work. 4.3.9 Contractor shall not employ any plant, equipment, materials, methods or persons to which the Owner, Construction Program Manager or Design Consultant object, and shall not remove any portion of the Work or stored materials from the site of the Work without consent of the Construction Program Manager. General Conditions of the Contract for Construction 00 72 00 -24 GENERAL CONDITIONS 4.3.10 Unless otherwise specified in the Contract Documents, Contractor shall provide engineering surveys to establish reference points for construction which in Contractor's judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work (unless otherwise specified in the Contract Documents), shall protect and preserve the established reference points, and shall make no change or relocations without the prior written approval of the Construction Program Manager. Contractor shall report to Construction Program Manager whenever any reference point 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 by professionally qualified personnel at no additional cost to the Owner. 4.3.11 Contractor shall prepare and submit to the Owner on a daily basis (for each day worked), a daily report, in a form satisfactory to the Construction Program Manager. The Contractor's daily report shall be signed by Contractor's Superintendent. Contractor shall cause his Subcontractors and Sub - subcontractors to prepare similar daily reports, which Contractor shall submit daily to the Owner with Contractor's report. Such daily reports shall include the following: 1 Weather and temperature, including any adverse effect of same on job progress; 2 Safety problems of any kind, including any adverse effect of same on job progress; 3 Progress of the quality control program of Contractor; 4 Number and trades of all workers on the Project for which Contractor is responsible, including a breakdown for each Subcontractor and Sub - subcontractor; .5 Major equipment on the Project site for which the Contractor and his Subcontractors and Sub - subcontractors are responsible, with an indication as to whether the equipment is in use or idle and at what location; .6 A general description of the Work being performed by Contractor and each Subcontractor and Sub - subcontractor, the location of the Work performed and the quantity of Work actually accomplished for the day; and .7 A statement by Contractor as to whether or not the Work is progressing as scheduled and if not, the reasons why it is not. 4.3.11.1 Contractor acknowledges and agrees that the daily reports of Contractor and his Subcontractors and Sub - subcontractors are not intended to, nor shall they, constitute Notice to Owner or to the Construction Program Manager or Design Consultant as required by the Contract Documents. 4.4 CONTRACTOR REPRESENTATIONS AND WARRANTIES AS TO PERFORMANCE 4.4.1 By entering into this Contract with the Owner, the Contractor represents and warrants the following, together with all other representations and warranties in the Contract Documents, upon which Owner relied in signing the Agreement: That Contractor is experienced in and competent to perform the type of work required and is able to furnish the plant, materials, supplies or equipment to be General Conditions of the Contract for Construction 00 72 00 -25 GENERAL CON DITIONS so performed or furnished by him and has the personnel and resources necessary to carry out all requirements of the Contract Documents; .2 That Contractor is financially solvent, able to pay his debts as they mature, and possessed of sufficient working capital to initiate and complete the Work required under the Contract; .3 That Contractor is familiar with all laws, codes, ordinances, permits, regulations and orders of any public authority having jurisdiction of the Project, which may in any way affect the cost, progress or performance of the Work or those employed therein, including but not limited to any special laws or regulations relating to the Work or any part thereof; .4 That Contractor's temporary and permanent portions of the Work will be satisfactorily constructed and fit for use for its intended purpose, and that such construction will not injure any person or damage any property; .5 That Contractor has carefully examined the Contract Documents and has visited the site of the Work and that through his own investigations, he has made himself fully familiar with: (1) the nature and location of the Work; (2) the character, quality and quantity of surface and subsurface materials likely to be encountered, that may in any manner affect cost, progress or the performance of the Work including, but not limited to, all structures and obstructions on or at the project site, both natural and man -made; (3) the character of equipment and other facilities needed for the performance of the Work; (4) the general and local conditions that may in any manner affect cost, progress or the performance of the Work, including without limitation its climatic conditions, the availability and cost of labor and the availability and cost of materials, tools and equipment; (5) the quality and quantity of all materials, supplies, tools, equipment, labor and professional services necessary to complete the Work required by the Contract Documents; and (6) all other matters or things which could in any manner affect the performance of the Work; and has studied and carefully correlated all of the foregoing with the requirements of the Contract Documents; .6 That Contractor will fully comply with all requirements of the Contract Documents; .7 That Contractor will perform the Work consistent with good workmanship, normal and customary business practices, and in the most expeditious and economical manner consistent with the best interests of the Owner; That Contractor will furnish efficient business administration and experienced superintendence and an adequate supply of workmen, equipment, tools and materials at all times; That Contractor has carefully reviewed the Work required and that he will plan and execute the Work in a normal and orderly sequence so as to ensure completion of the Work in accordance with the Contract Documents; and that he has considered, and has made allowance in his planning, scheduling and estimates for normal and reasonably foreseeable inclement weather at the Project locale (including but not limited to rainfall, snow, flooding, poor soil conditions due to weather, and the like), labor and other delays, interruptions and disruptions of the Work; General Conditions of the Contract for Construction 00 72 00 -26 GENERAL CONDI 10 That Contractor will complete the Work within the Contract Time and all portions thereof in accordance with the Specific Date thereof in this Contract; 11 That his Contract price is based upon all of the labor, materials, systems and equipment required by the Contract Documents, without exception; 12 That Contractor has satisfied himself as to the feasibility and correctness of the Contract Documents for the construction of the Work; 13 That Contractor is aware that Owner may award separate contracts for other portions or parts of the Project; and that he has taken into account in his estimating and bidding of this Contract and in the planning and scheduling the Work hereunder: (1) the project site conditions normally inhering to a multi - prime contractual agreement, including, but not limited to: the additional project site supervision, scheduling and coordination this may require; the potential for congestion of work areas, interference of trades and subcontractors of the separate contractors; and the potential for delays and disruptions to Contractor's work which may reduce Contractor's productivity when compared to other methods of contracting; (2) that the responsibility is placed upon Contractor by the Contract Documents to cooperate with and timely and effectively coordinate with the separate contractors; (3) that the Owner has imposed upon each of the separate contractors, including Contractor herein, the responsibility to plan, schedule and coordinate their Work with the work of the other separate contractors and that the Owner is relying upon each to fulfill this responsibility independent of and without expectation or assumption of assistance from Owner or the Construction Program Manager regarding such coordination and scheduling; 14 That in his careful review and analysis of the Contract Documents he is aware and has allowed for in his estimating and bidding of the project for the responsibilities and obligations placed upon Contractor by the Contract Documents and the limitations contained therein relating to claims for time extensions and other claims against Owner, Construction Program Manager and Design Consultant; and has also carefully and fully assessed and considered Contractor's potential for liability to separate contractors as well as Owner for damages relating to the Work of Contractor under the terms thereof; and 15 That Contractor is aware that Owner has the sole discretion, under Paragraph 9.3 hereof, as to whether or not any retainage under this Contract will be reduced or any monies paid for materials or equipment not incorporated in the Work but delivered and suitably stored at the site; and that Contractor, in his financial planning for the Work, has not anticipated any release or reduction in retainage until final payment under this Contractor any payment for materials or equipment until they are incorporated into the Work. 4.5 LABOR AND MATERIALS 4.5.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for all labor, materials, equipment, supplies, tools, appliances, construction equipment and machinery, water, heat, fuel, power, light, telephone, sanitary facilities, temporary facilities, transportation, and other facilities and services necessary or proper for or incidental to the furnishing, performance testing, start up and completion of the Work required by and in accordance with the Contract Documents and any applicable code or statute, whether specifically required by the Contract Documents or whether their provision may reasonably be inferred as necessary to produce the intended results, General Conditions of the Contract for Construction 00 72 00 -27 GENERAL CONDITIONS whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 4.5.2 The Contractor shall at all times enforce strict discipline and good order among his employees and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to him. The Owner or Construction Program Manager may, by Notice in writing, require the Contractor to remove from the Work any employee the Owner deems incompetent, careless or otherwise objectionable. 4.5.3 The Contractor shall be responsible for ensuring that the Work is completed in a skillful and workmanlike manner. Contractor shall provide all of the necessary, competent and suitably qualified personnel to perform the Work as required by the Contract Documents, including, but not limited to, quality control functions. 4.5.4 The Contractor shall perform with his own forces, which are in the direct employment of the Contractor's organization, at least that percentage of the Work, if any, specified in the Contract Documents. The Contractor shall submit to the Construction Program Manager within thirty (30) calendar days after award of the Contract for the Work, a designation of the Work to be performed by the Contractor with his own forces. The remaining percentage of the Work (to be performed under subcontracts) shall be calculated by adding the amounts of all subcontracts and dividing this sum by the total amount of the Contract. 4.5.5 All equipment, apparatus, and /or devices of any kind to be incorporated into the Work that are shown or indicated on the Drawings or called for in the Specifications or required for the completion of the Work shall be entirely satisfactory to the Design Consultant regarding operations, capacity and /or performance. No approval, either written or verbal, of any drawings, descriptive data or Samples of such equipment, apparatus, and /or device shall relieve the Contractor of his responsibility to turn over the same in good working order for its intended purpose at the completion of the Work. Any equipment, apparatus and /or device not fulfilling these requirements shall be removed and replaced by proper and acceptable equipment, etc. or put in good working order satisfactory to the Design Consultant without additional cost to the Owner. 4.5.6 Except in connection with the safety or protection of persons or the Work or property at the site or adjacent thereto, and except as otherwise indicated in the Contract Documents, all Work at the site shall be performed during regular working hours, and Contractor will permit overtime work or the performance of Work on Saturday, Sunday, or any legal holiday only with the written consent of the Construction Program Manager given after prior written Notice by Contractor to the Construction Program Manager. 4.5.7 The Contractor shall cause all materials and equipment to be delivered to the Project site in a manner which will assure the timely progress and completion of the Work but will not encumber the project site unreasonably. The Contractor shall, if necessary to fulfill this requirement, cause any or all materials and equipment to be manufactured in advance, to be warehoused either at the factory or elsewhere and /or to be relocated or removed from the Project site at the Contractor's cost. Materials delivered to and stored at the Project site for incorporation in the Work shall not be removed from the project site without the consent of the Construction Program Manager. 4.5.7.1 If the Construction Program Manager requires, the Contractor shall give, or shall require its Suppliers or the Manufacturers to give, full and accurate written information to the Construction Program Manager on any questions concerning the kind and quality, performance and /or delivery status of any materials and equipment, or such other requested data. Contractor shall obtain, if requested by the Construction Program General Conditions of the Contract for Construction 00 72 00 -28 GENERAL CONDITIONS Manager, the written assurances of a Manufacturer that his material and /or equipment is designed and appropriate for its intended use. 4.6 CONTRACTOR'S WARRANTY AS TO MATERIALS AND WORKMANSHIP 4.6.1 The Contractor warrants to the Owner, the Construction Program Manager, and the Design Consultant that all materials and equipment furnished under this Contract conform to the Contract Documents and the warranties and guarantees specified herein and are not and will not be defective. Where no standard is specified for such workmanship or materials, they shall be the best of their respective kinds. All Work not conforming to these requirements, including Substitutions not properly approved and authorized, may be considered defective. Contractor shall give the Construction Program Manager Notice of all defective work of which Contractor is aware. If required by the Construction Program Manager or the Design Consultant, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 4.6.2 The warranties set forth in this Paragraph 4.6 and elsewhere in the Contract Documents shall survive Final Completion of the Work under Paragraph 9.10. 4.6.3 The Contractor guarantees and warrants to the Owner: 1 That all materials and equipment furnished under this Contract will be new unless otherwise specified, and the best of its respective kind unless otherwise specified; .2 That all Work will be of first -class quality and free of omissions and faults and free of poor quality, imperfect or defective material or workmanship, and shall fully conform with the Contract Documents and all other warranties and guarantees specified therein; .3 That, where required by the Contract Document, the Work shall be entirely watertight and leakproof and shall be free of shrinkage and settlement; .4 That the Work, including but not limited to, mechanical and electrical machines, devices and equipment, shall be fit and fully usable for its intended and specified purpose and shall operate satisfactorily with ordinary care; .5 That consistent with requirements of the Contract Documents, the Work shall be installed and oriented in such a manner as to facilitate unrestricted access for the operation and maintenance of fixed equipment; .6 That the Work will be free of abnormal or unusual deterioration which occurs because of poor quality materials, workmanship or unsuitable storage; and 7 That all materials and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the instructions and recommendations of the applicable Manufacturer or Supplier except as otherwise provided in the Contract Documents; but no provision of any such instructions or recommendations will be effective to assign to Owner, the Construction Program Manager, or the Design Consultant any of their consultants, agents, or employees, or inspectors, any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake any responsibility contrary to the provisions of Article 2 or Article 3. 4.6.4 If, within one year after the Date of Final Completion of the Work or designated portion thereof, or within one year after acceptance by the Owner of designated equipment, or within such longer period of time as may be prescribed by law, or as provided elsewhere General Conditions of the Contract for Construction 00 72 00 -29 GENERAL CONDITIONS in the Contract Documents, any of the Work is found to be defective, Contractor shall correct same within seven (7) days, or such other period as mutually agreed, after receipt of a written Notice from the Owner to do so. The Owner shall give such Notice to Contractor with reasonable promptness after discovery of the condition. 4.6.4.1 Nothing contained in Paragraphs 4.6 and 4.7 shall be construed as establishing a period of limitation with respect to any other obligation which the Contractor might have under the Contract Documents. The establishment of the time period as may be prescribed by law or by the terms of any warranty required by the Contract Documents relates only to the specific obligation of the Contractor to correct the Work and has no relationship to the time within which his obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to his obligations other than specifically to correct the Work. 4.6.5 If, at any time, deficiencies in the Work are discovered which are found to have resulted from fraud or misrepresentation, or an intent or attempt to or conspiracy to defraud the Owner, Construction Program Manager or Design Consultant by the Contractor, any Subcontractor or Supplier, the Contractor will be liable for replacement or correction of such Work and any damages, including all reasonable attorneys fees, litigation expenses and costs, which Owner, Construction Program Manager or Design Consultant has incurred related thereto, regardless of the time limit of any guarantee or warranty. 4.7 UNCOVERING AND CORRECTION OF WORK 4.7.1 If any portion of the Work should be covered contrary to the request of the Owner, Construction Program Manager or the Design Consultant or contrary to requirements specifically expressed in the Contract Documents or to requirements of applicable permits, it must, if required by the Owner, Construction Program Manager or Design Consultant, be uncovered for observation and shall be replaced at the Contractor's expense. 4.7.1.1 If any portion of the Work has been covered which the Design Consultant, Construction Program Manager or the Owner has not specifically requested to observe prior to being covered, either Design Consultant, Construction Program Manager or Owner may request to see such Work and it shall be uncovered by the Contractor. If such Work be found in accordance with the Contract Documents, the cost of uncovering and replacement shall, by appropriate Change Order, be charged to the Owner. If such Work be found not in accordance with the Contract Documents, the Contractor shall pay such costs. If such condition was caused by a separate contractor, Contractor may proceed solely against said separate contractor as provided in Article 6. 4.7.2 Any materials or other portions of the Work, installed, furnished or stored on site which are not of the character or quality required by the Specifications, or which are not in accordance with the guarantees and warranties specified in the Contract Documents, whether observed before or after Substantial Completion, and whether or not fabricated, installed or completed, shall be immediately removed and replaced by the Contractor to the satisfaction of the Construction Program Manager, Design Consultant or Owner, when notified in writing to do so by the Construction Program Manager. The Contractor shall promptly reconstruct, replace or correct all Work so rejected and shall bear all costs of correcting such rejected Work, including compensation for the Design Consultant's and the Construction Program Manager's additional services made necessary thereby. 4.7.2.1 The Contractor, unless removal is waived by the Owner, shall remove from the Project site all portions of the Work which are defective or non - conforming, or if permitted or required, he shall correct such Work in place at his own expense promptly after receipt of General Conditions of the Contract for Construction 00 72 00 -30 GENERAL CONDITIONS Notice; such rejected Work shall not thereafter be tendered for acceptance unless Contractor shall give the Construction Program Manager timely Notice that the Work being tendered was formerly defective or was subject to a requirement for correction. 4.7.2.2 If the Contractor does not proceed with the correction of such defective or non- conforming Work within the time fixed by written Notice from the Construction Program Manager, the Owner may either (1) by separate contract or otherwise replace or correct such Work and charge the Contractor the cost occasioned the Owner thereby and remove and store the materials or equipment at the expense of the Contractor, or (2) terminate this Contract for default as provided in Paragraph 14.3. If the Contractor does not pay the cost of such replacement or correction and the removal and storage within ten (10) days thereafter, the Owner may upon ten (10) additional days' written Notice sell such Work at auction or at private sale and shall account for the net proceeds thereof, after deducting all the costs that should have been borne by the Contractor, including compensation for additional services of the Design Consultant and the Construction Program Manager made necessary thereby. If such proceeds of sale do not cover all costs which the Contractor should have borne, the difference shall be withheld from any sums due Contractor under this Contract. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. 4.7.2.3 The Contractor shall bear the cost of making good all work of the Owner or separate contractors destroyed or damaged by such correction or removal required by the Contract Documents. 4.7.3 If Owner elects to accept defective or non - conforming Work, he may do so rather than require its removal and correction, in which case Owner may reduce monies payable to Contractor in an amount which, in the opinion of the Construction Program Manager, is fair and equitable therefor; or the Owner may elect to accept payment in materials or services in lieu of a reduction in monies otherwise payable Contractor. If the amount of a reduction is determined after final payment, it shall be paid to the Owner by the Contractor. 4.8 TAXES 4.8.1 The Contractor shall pay all sales, consumer, use, excise, gross receipts, and other similar taxes legally enacted at the time of Bid by Contractor, whether or not yet effective, required to be paid in connection with the Work or upon materials, tools or equipment brought to the Project site or used in the Work, and all ad- valorem or personal property taxes levied against any tools or equipment utilized by the Contractor in the performance of the Work, all of which shall be deemed included in the Contract Sum. 4.8.1.1 If any of the foregoing taxes are not paid by the Contractor in a timely manner, the Owner may withhold the amount of any such taxes from any amounts otherwise due to Contractor and submit the amount so withheld to the appropriate taxing authority on behalf of the Contractor and credit said amount against the remaining monies due Contractor. 4.9 PERMITS, FEES AND NOTICES 4.9.1 Except as otherwise provided in the Contract Documents, the Contractor shall secure and pay for all permits and governmental fees, or charges, licenses and inspections necessary for the proper execution and completion of the Work which are legally required at the time the bids are received. Contractor shall not be entitled to any additional time for performance because of his failure to secure any required permits in a timely manner. General Conditions of the Contract for Construction 00 72 00 -31 GENERAL CONDITIONS 4.9.1.1 Contractor shall pay all charges of utility owners for connections to the Work. 4.9.2 The Contractor shall give all Notices and comply with all Laws and Regulations bearing on the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner, Construction Program Manager, nor Design Consultant shall be responsible for monitoring Contractor's compliance with any Laws and Regulations. 4.9.3 If Contractor observes that the Specifications or Drawings or any work performed or observed by Contractor are at variance with any Laws and Regulations, Contractor shall give Construction Program Manager prompt written Notice thereof as required by this Contract. Contractor shall not proceed with such work without written instructions from the Construction Program Manager or Design Consultant in accordance with the Contract Documents. If Contractor performs any Work or covers up or otherwise makes inaccessible any Work, knowing or having reason to know, that it is contrary to such laws, codes, regulations or orders, and without such Notice to Construction Program Manager, Contractor shall bear all costs arising therefrom. 4.10 ALLOWANCES 4.10.1 It is understood that included in the Contract Price are all allowances so required and named in the Contract Documents and Contractor shall cause the work so covered to be done by such trades or Subcontractors or Suppliers and for such sums within the limit of the allowances as may be acceptable to Construction Program Manager and Owner. 4:10.2 Unless otherwise provided in the Contract Documents: These allowances shall cover the cost to the Contractor, less any applicable trade discount, of the materials and equipment required by the allowance delivered at the site, and all applicable taxes; The Contractor's costs for unloading and handling on the site, labor, installation costs, overhead, profit and other expenses contemplated for the original allowance shall be included in the Contract Sum and not in the allowance; and Whenever the cost is more than or less than the allowance, the Contract Sum shall be adjusted accordingly by Change Order, the amount of which will recognize changes, if any, in handling costs on the site, labor, installation costs, overhead, profit and other expense. 4.11 CONSTRUCTION SCHEDULE 4.11.1 The Contractor shall strictly comply with Article 13 hereof. 4.11.2 Contractor covenants and warrants to Owner that Contractor will not: Misrepresent to Owner its planning, scheduling, and coordination of the Work; 2 Utilize schedules different from those made available to the Owner and Construction Program Manager for the direction, execution and coordination of the Work, or which are not feasible or realistic; or 3 Prepare schedules, updates, revisions or reports which do not accurately reflect Contractor's actual intent or Contractor's reasonable and actual expectations as to: the sequences of activities; the duration of activities; the responsibility for activities; labor availability, productivity, or efficiency; expected or reasonably foreseeable inclement weather conditions; the value associated with an activity General Conditions of the Contract for Construction 00 72 00 -32 GENERAL CONDITIONS or group of activities; the percentage complete of any activity or path of activities; completion of any item of work or activity; projected actual project completion; delays, slippages, or problems encountered or expected; Subcontractor requests for time extensions, or delay claims of Subcontractors, and if applicable, the float time available. 4.11.3 Contractor's failure to substantially comply with the covenants and guarantees of Subparagraph 4.11.2 shall be a substantial and material breach of this Contract which will permit Owner to terminate Contractor for default, or withhold payments under the Contract Documents, and shall entitle Owner to the damages afforded for misrepresentation or fraud by these Contract Documents or applicable law, including attorney's fees and costs. 4.11.4 Should Contractor fail to substantially comply with the provisions of the Contract Documents relating to scheduling and execution of the Work in accordance with the Construction Schedule, Owner shall have the right, at its option, to direct the Construction Program Manager to prepare schedules, reports, updates and revisions of the schedule in accordance with the Contract Documents and to review and analyze same, in order to allow Construction Program Manager to evaluate the progress of the Work by Contractor, to determine whether Contractor is substantially complying with the Contract Documents, and to direct such action of the part of the Contractor, as permitted by the Contract Documents, as required to insure that Contractor will complete the Work within the Specific Dates and the Contract Time. All costs and expenses and fees incurred by Owner and Construction Program Manager in preparing the schedule hereunder shall be withheld from monies otherwise due Contractor. If Contractor fails to substantially comply with the scheduling and execution of the work requirements of the Contract Documents, Contractor hereby agrees, in such instance, to comply with such schedules as prepared by the Construction Program Manager, if any, or directions, and activity sequences and durations as Construction Program Manager may reasonably require, without additional cost to the Owner (subject only to cost adjustments for such changes in the Work as Owner may direct), to insure completion of the Work, or specified portions thereof, within the Specific Dates or the Contract Time. 4.12 RESPONSIBILITY FOR COMPLETION 4.12.1 The Contractor shall furnish such manpower, materials, facilities and equipment and shall work such hours, including additional shifts, overtime operations and Sundays and holidays, as may be necessary to insure completion of the Work or specified portions thereof within the Specific Dates as set forth in the Contract Documents. If it becomes apparent to the Construction Program Manager, that the Work, or any required portion thereof, will not be completed by any of such dates, Contractor agrees to undertake some or all of the following actions, at no additional cost to the Owner (including, but not limited to, the payment by Contractor of additional costs or overtime for Construction Program Manager and Design Consultant relating thereto, and any additional charges for inspectors or other necessary services), in order to ensure, in the opinion of the Construction Program Manager, that Contractor will comply with all completion requirements: .1 Increase manpower, materials, trades, crafts, equipment and facilities; .2 Increase the number of working hours per shift, shifts per working day, working days per week, or any combination of the foregoing; and .3 Reschedule activities to achieve maximum practical concurrency of accomplishment of activities. General Conditions of the Contract for Construction 00 72 00 -33 GENERAL CONDITIONS 4.12.2 In undertaking the actions required under Subparagraph 4.12.1, Contractor shall comply with the requirements for a Recovery Schedule or Schedule Revision set forth in Article 13. 4.12.3 If the actions taken by the Contractor under Subparagraph 4.12.1 are not satisfactory to the Construction Program Manager, the Construction Program Manager may direct the Contractor to take any and all other actions necessary to ensure completion within the Specific Dates and Contract Time, without additional cost to the Owner. Contractor shall continue to assume full responsibility for his performance and for his completion within the Specific Dates or Contract Time. 4.12.4 In the event that the Owner requires overtime, Saturday, Sunday or holiday work by Contractor or his Subcontractor, and such requirement is not related in any way to Contractor's responsibility under Subparagraph 4.12.1, Owner shall reimburse Contractor in accordance with the provisions of Subparagraph 3.6.2. 4.12.5 Contractor shall require that his Superintendent and field staff be at the Project site not less than ten hours per day, six days per week, or such longer period as may be required, if, in the opinion of the Construction Program Manager, Contractor will not be able complete the Work, or any designated portion thereof, by the Specific Dates therefor unless this and other actions required by this Paragraph 4.12 are taken by Contractor. 4.12.6 The requirements of this Paragraph 4.12 do not diminish, modify or relieve Contractor's responsibility to comply with all applicable codes, local noise ordinances, all highway permit requirements and all other laws, regulations, rules, ordinances, permit requirements and orders of any public authority having jurisdiction. 4.12.7 Failure of the Contractor to substantially comply with the requirements of this Paragraph 4.12 and Article 13 hereof, may be grounds for a determination by the Owner, pursuant to Article 14, that the Contractor is failing to prosecute the Work with such diligence as will ensure its completion, or the designated portions thereof, within the dates specified. 4.13 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES 4.13.1 The Contractor shall review, approve and submit, with reasonable promptness (if no specific time period is stated elsewhere in the Contract Documents), and in such a sequence as to cause no delay in the Work or in the work of the Owner or any separate contractor, all Shop Drawings, Product Data, Manuals, Samples or other Submittals required by the Contract Drawings. 4.13.2 Unless otherwise directed in writing by the Construction Program Manager, or otherwise provided in the Contract Documents, Contractor shall submit all required Shop Drawings, Product Data, Samples and other Submittals required by the Contract Documents, within ninety (90) days from the date of the Notice to Proceed. 4.13.2.1 Unless directed otherwise by the Construction Program Manager Contract Documents, for standard manufactured items not requiring special shop drawings for manufacture, Contractor shall submit at least four (4) paper and (1) electronic document (.pdf) of manufacturer's catalog sheets showing illustrated cuts of item to be furnished, scale details, sizes, dimensions, performance characteristics, capacities, wiring diagrams and controls, and all other pertinent information. 4.13.2.2 Unless otherwise directed by the Construction Program Manager, for all other Shop Drawings, Contractor shall submit (1) electronic (.pdf) copy and at least (3) legible, unfolded, opaque prints for each drawing. Each drawing shall have a clear space for stamps. When the phrase "by others" appears on shop drawings, the Contractor shall General Conditions of the Contract for Construction 00 72 00 -34 GENERAL CONDITIONS cost of any additional services performed by the Design Consultant and Construction Program Manager relating thereto. 3 The approval of a deviation or variance for a separate item as such will not indicate approval by the Design Consultant or the Owner of the assembly in which the item functions. 4.13.5 Contractor shall not be relieved from responsibility for errors or omissions in the Shop Drawings, Product Data, Samples, Manuals or other Submittals, by the Design Consultant's review or the Construction Program Manager's routing thereof. 4.13.6 Contractor shall make corrections required by the Design Consultant and shall resubmit the required number of corrected copies of Shop drawings or new Product Data or Samples. When Shop Drawings are stamped "Revise and Resubmit ", the Contractor shall correct original submittal and submit a new electronic .pdf file and opaque prints for review. Resubmittals necessitated by required corrections shall not be cause for any extensions to any of the Specific Dates or the Contract Time. In the event that submittals require more than two reviews by the Design Consultant, resulting from Contractor's errors or failure to coordinate the Work, the Owner reserves the right to hold the Contractor responsible and adjust payments accordingly, for any additional services fees related thereto and incurred by the Owner, from the Design Consultant. 4.13.7 Contractor shall direct specific attention, in writing, on resubmitted Shop Drawings, Product Data, Samples or Manuals, to revisions other than those requested by the Design Consultant on previous submittals. 4.13.8 Contractor acknowledges and agrees that the Shop Drawing and Submittal approval process is not used by the Owner for ordering Changes in the Work, including Substitutions. If during the Shop Drawing and Submittal process, the Design Consultant makes any comments, notations or markings on the Shop Drawings, Product Data, Samples or other submittals or revises any requirements for Products which, in the opinion of Contractor, are not in accordance with the Contract Documents, laws, regulations, codes or orders of any public authority having jurisdiction, or constitute a Change in the Work, Contractor shall, within seven (7) days of receipt back of said Shop Drawings or Submittals, notify Construction Program Manager thereof. Contractor shall not proceed with said revisions or alleged Changes in the Work unless a Change Order is issued in accordance with Article 12 or a clarification relating thereto is issued by Design Consultant. If Contractor proceeds with execution of the Work without written authorization therefor as herein provided, or if Contractor does not notify the Construction Program Manager in accordance with the requirements of this Subparagraph 4.13.8, Contractor shall be fully responsible for all additional costs incurred by Contractor and shall have waived any claim for costs or a time extension relating thereto. 4.13.9 No portion of the Work requiring submission of Shop Drawings, Product Data, Samples or Manuals shall be commenced until the submittal has been approved by the Design Consultant as provided by Article 2. All such portions of the Work shall be in accordance with approved submittals. 4.13.10 Shop Drawings, Product Data and Samples shall be dated and shall bear the name of the Project; a description of and the names of equipment, materials and items; and complete identification of locations at which materials or equipment are to be installed. 4.13.11 All Submittals shall be accompanied by a transmittal letter, containing the name of the Project, transmittal date, the Contractor's name, submittal number, the number of Shop Drawings, Product Data, Samples, or Manuals, block titles and other pertinent data. General Conditions of the Contract for Construction 00 72 00 -36 GENERAL CONDITIONS 4.13.12 Each Shop Drawing and other Submittal shall bear the Contractor's stamp or seal stating that the Submittal has been reviewed by the Contractor and that it conforms to the requirements of the Contract Documents. 4.13.13 Within fourteen (14) days after receiving the Design Consultant's comments and, in any case, before the applicable portion of the Work is started, the Contractor shall again review and coordinate the Submittal with other separate contractors working on the Project. If Contractor has coordination problems with a separate contractor's work, Contractor shall promptly resolve same directly with the separate contractor. If no resolution can be reached between Contractor and the separate contractor, the Construction Program Manager will make a determination which shall be binding upon Contractor and the separate contractor. 4.13.14 Owner, at his discretion, may require that laboratory tests be made on any materials submitted for incorporation in the Project. When tests are so required, the Contractor shall deliver Samples of sufficient size and quantity, to meet testing laboratory requirements, deliver Samples to testing laboratory and forward a letter to the Owner advising of such delivery with a copy to the Construction Program Manager. 4.13.14.1 Contractor shall pay all expenses in connection with obtaining any laboratory testing of any material required by the Contract Documents to be tested. Reports of testing laboratory shall be forwarded by the laboratory; original and three (3) copies to the Construction Program Manager and one (1) copy to Contractor. 4.13.14.2 Based upon the test report, the Owner will make the final determination as to whether or not the tested article meets the Contract requirements. Should the tested material fail to meet Contract requirements, the Contractor will then take immediate action to submit other materials for test and approval which will meet the Contract requirements. Any retesting needed to assure compliance with the Contract Documents shall not be cause for a time extension. 4.13.15 In the case of materials for which laboratory tests are not required, Contractor shall deliver Samples, properly labeled, to the Construction Program Manager at the Project site. Promptly after receipt, the Construction Program Manager shall request the Design Consultant to examine the Samples and note upon a label affixed to the sample the Design Consultant's recommendations as to whether or not the Samples satisfy the requirements of the Contract Documents. 4.13.16 Approved Samples shall remain on the Project site in the custody of the Construction Program Manager for use in checking the material or equipment incorporated in the Work. 4.14 EQUAL PRODUCTS AND SUBSTITUTIONS 4.14.1 All Substitutions and equal Products permitted by the Contract Documents must strictly conform to the requirements of this Paragraph 4.14. No Substitutions, and no Products which Contractor believes are "or equal," are permitted by Contractor for any brand, make, manufacturer, Product or form or type of construction specified or named in the Contract Documents except as specifically provided by this Paragraph 4.14 or by specific language in the Drawings or Specifications indicating that an equal Product will be permitted. 4.14.1.1 Except as otherwise provided for by the provisions of any applicable laws, the Contractor shall not have any right of appeal from the decision of the Design Consultant and Owner rejecting any unapproved Products or materials (for example, without limitation, Products for which Contractor has not yet secured "or equal" approval as required herein) or Substitutions, delivered to or installed in the Work, if the Contractor fails to timely obtain General Conditions of the Contract for Construction 00 72 00 -37 GENERAL CONDITIONS the approval for (1) the item or Product he believes to be "or equal" or (2) the Substitution under this Paragraph 4.14. 4.14.2 Unless otherwise specifically provided in the Contract Documents (such as a name being followed by words indicating that no equal Product is permitted), the naming in the Contract Documents of a certain brand, make, manufacturer, Product or form or type of construction, is intended to convey the general style, type, character and standard of quality of the item desired and shall not be construed as limiting competition. Subject to the provisions of this Paragraph 4.14, Contractor may, with written approval of the Design Consultant, use any brand, make, manufacturer, Product, and form or type of construction which, in the judgment of the Design Consultant, is at least equal to that specified. An item may be considered equal to the item so named or described if, in the opinion of the Design Consultant: (1) it is at least equal in quality, durability, appearance, strength, and design; (2) it will perform at least equally the specific function imposed by the general design for the work being contracted for or the material being purchased; (3) it conforms substantially, even with deviations, to the detailed requirements for the item in the specifications; and (4) it will meet dimensional limitations and fit into the space and location for the specified item. Approval by the Design Consultant will be granted only if the equal Product complies with all requirements of the Contract Documents for quality, artistic effect, workmanship, economy of operation, dimensional considerations, suitability for the purpose intended, and acceptability for use on the Project. If approved, as provided herein, the Owner shall not be liable to Contractor for any additional cost or time for performance, if any, arising out of or related in any way to the equal Product. 4.14.3 Subject to the requirements of this Paragraph 4.14, Substitutions are permitted only if the Contractor submits written documentation, satisfactory to the Construction Program Manager and approved by the Design Consultant and Owner, evidencing that: (1) through no fault of the Contractor or any Subcontractor, the Manufacturer cannot make scheduled delivery of the specified Product in order for the Product to be installed within the time required to complete parts, portions, systems, components of the Work or the Work itself by a Specific Date; (2) the brand, make, manufacturer, Product or form or type of construction specified or named in the Contract Documents is not approved by or in accordance with applicable laws, codes or regulations or is not compatible with equipment, systems, Products or components otherwise specified in the Contract Documents; or (3) the brand, make or Product specified or named in the Contract Documents is no longer available or manufactured. 4.14.3.1 If approved, the Substitution shall be recorded in the Contract Documents by Change Order; if unapproved, the proposed Substitution shall not become part of the Work. If approved as provided herein, the Owner shall not be liable to Contractor for any additional cost or time for performance, if any, arising out of or related in any way to the Substitution unless specifically provided for in said Change Order. If the Owner is entitled to a credit for the Substitution approved, the Change Order shall specify such credit. 4.14.3.2 To obtain such approval for Substitutions of makes or brands of material or Products other than those specified in Contract Documents, the Contractor's request for approval of any Substitution shall include: (1) complete data substantiating compliance of the proposed Substitution with the Contract Documents; (2) Product identification including manufacturer's name, address and phone number; (3) Manufacturer's literature showing complete Product description, performance and test data, and all reference standards; (4) Samples of proposed and specified materials or Products and colors for comparison purposes; (5) name and address of similar projects on which the Product was used and date of installation; (6) for a form or type of construction, a detailed description for the proposed form or type of construction and drawings illustrating same; (7) itemized General Conditions of the Contract for Construction 00 72 00 -38 GENERAL CONDITIONS comparison of the proposed Substitution with the item or form or type of construction specified and any cost reduction which shall benefit the Owner; (8) accurate cost data on proposed Substitution in comparison with item, Product or form or type of construction specified; and (9) all directions, specifications, and recommendations by manufacturers for installation, handling, storing, adjustment, operation and maintenance. 4.14.3.3 The Contractor, in submitting a request for a Substitution, warrants to the Owner as follows: (1) he will coordinate installation of accepted Substitutions into the Work, making all such necessary changes, including, but not limited to, any required schedule adjustments as may be required for the Work to be complete in all respects within the Contract Time and Specific Dates; and (2) he waives all claims for additional costs and additional time related to Substitutions which subsequently become apparent; and he agrees to hold the Owner harmless from claims for extra costs and time incurred by separate contractors or his Subcontractors or Suppliers, or additional services which may have to be performed by the Construction Program Manager and /or Design Consultant, for Changes or extra work that may, at some later date, be determined to be necessary in order for the Work to function in the manner intended in the Contract Documents. 4.14.3.4 The Owner or Design Consultant, through the Construction Program Manager, may require tests, at the Contractor's expense, of all materials proposed for Substitution so submitted to establish quality standards or to otherwise test the suitability or acceptability of the proposed Substitution. After approval of a Substitution, if it is determined that Contractor submitted defective information or data regarding the Substitution upon which Owner's approval was based, that unexpected or uncontemplated extensive redesign or rework of the Project will be needed before the Substitution will fit properly into the existing design (or that the Substitution will not perform or function as well as the specified item or form or type of construction for which the Substitution was requested), the Contractor will be required to furnish the original specified item or request approval to use another Substitution; or, in the sole discretion of the Owner, Contractor shall pay all costs of Owner relating to such redesign or rework; the Contractor shall also pay all costs, expenses or damages associated with or related to the unacceptability of such a Substitution and the resultant utilization of another item; the Contractor shall not be entitled to any additional compensation or any extension of any Specific Date under such circumstances. 4.14.3.5 Subject to the provisions of any applicable laws, approval for Substitutions shall be at the sole discretion of the Owner and shall be effective solely upon the issuance of a Change Order therefor. The decision of the Owner shall be final. 4.15 USE OF SITE 4.15.1 The Contractor shall confine operations at the site (including, but not limited to construction equipment, the storage of materials and equipment, and the activities or tasks of workers) to areas permitted by law, ordinances, permits, easements, right -of -way agreements and the Contract Documents. Contractor shall not unreasonably encumber the site, in the opinion of the Owner or the Construction Program Manager, with any materials, equipment or trailers or block the entrances, or otherwise prevent reasonable access to the site, other working and parking areas, completed portions of the Work and /or properties, storage areas, or areas of other facilities that are adjacent to the project site. 4.15.2 If the Contractor is deemed to be in violation of his responsibility under 4.15.1 and he fails or refuses to move said material, equipment or trailers within 24 hours of notification by the Owner, through the Construction Program Manager, to so do, the Owner shall have the right, without further Notice, to remove, at the Contractor's General Conditions of the Contract for Construction 00 72 00 -39 GENERAL CONDITIONS indicate on the drawing, before submittal, who is to furnish material or operations so marked. 4.13.2.3 For use of all trades and separate contractors (if applicable), the Contractor shall provide such number of prints as are required for proper coordination and installation of the Work. 4.13.2.4 Within forty -eight (48) hours of receiving submittals back from the Design Consultant, Contractor shall submit (1) .pdf file and (1) paper copy to the Construction Program Manager. 4.13.3 By approving and submitting Shop Drawings, Product Data, Manuals and Samples, the Contractor represents that he has determined and verified all materials, field measurements, and field construction criteria related thereto; that he has checked and coordinated the information contained within such submittals with the requirements of the Work, with other separate contractors, and with any other requirements of the Contract Documents; and that the Shop Drawings are complete and accurate with respect to quantities, dimensions, specified performance and design criteria, materials and similar data, so as to enable the Design Consultant to properly review the information. Parts and details not fully indicated on the Drawings shall be detailed by the Contractor in accordance with standard engineering practice. Dimensions on the Drawings, as well as detailed drawings themselves are subject in every case to measurements of existing, adjacent, incorporated and completed Work, which shall be verified by the Contractor before undertaking any work dependent on such data. The Contractor shall adhere to any supplementary processing and scheduling instructions pertaining to Shop Drawings which may be issued by the Construction Program Manager. 4.13.4 Contractor shall not submit for review and approval hereunder any Shop Drawing, Product Data, Sample or other Submittal which is in deviation with or in variation from the requirements of the Contract Documents, without first having obtained a Change Order therefor in accordance with the requirements of Article 12 hereof. All responsibility and liability for any such deviations or variances which may be contained in any Shop Drawings, Product Data, Sample or other Submittal rests upon the Contractor, unless a Change Order is issued approving the deviation or variance. Owner has no obligation to approve any deviation or variance from the Contract Documents, and any approval thereof is in Owner's sole discretion. Specific and express approval of every deviation or variance is required hereunder. The failure of Owner or the Design Consultant to reject any Shop Drawing or other Submittal because of a deviation or variance, of which they were not aware during the review process, does not mean the deviation or variance is approved. Contractor shall bear all risk regarding all deviations and variances not specifically and expressly approved hereunder. .2 In seeking approval of a deviation or variance with the requirements of the Contract Documents, Contractor shall request in writing and in detail any such deviations or variances desired. Contractor shall make, at his own expense, any Shop Drawings, Product Data, Samples or other Submittals which reflect the requested deviation or variance and shall direct specific attention in writing to same. Contractor shall also submit with his request a cost proposal relating thereto reflecting any proposed change in Contract Sum. Contractor's request shall be reviewed by the Design Consultant and, if acceptable to Owner, a Change Order will be issued. In this process, Contractor shall make, at his own expense, any changes in the Shop Drawing or Submittal containing the proposed deviation or variance as required by the Design Consultant and shall bear the General Conditions of the Contract for Construction 00 72 00 -35 GENERAL CONDITIONS expense, any material, equipment and /or trailers which the Owner deems are in violation of Paragraph 4.15.1. 4.15.3 Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof or of any land or areas contiguous thereto, resulting from the performance of the Work. Should any claim be made against Owner, Construction Program Manager, or Design Consultant by any such owner or occupant because of the performance of the Work, Contractor shall promptly attempt to settle with such party by agreement or otherwise resolve the claim at law. Contractor shall, to the fullest extent permitted by laws, indemnify and hold Owner, Construction Program Manager, and Design Consultant harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of Design Consultant, Construction Program Manager, attorneys and other professionals, and court costs) arising directly, indirectly, or consequentially out of any action, legal, or equitable, brought by any such other party against Owner, Construction Program Manager, or Design Consultant to the extent based on a claim arising out of Contractor's performance of the Work. 4.16 CUTTING AND PATCHING OF WORK 4.16.1 The Contractor shall be responsible for all cutting, fitting or patching that may be required to complete the Work or to make its several parts fit together properly and integrate with such other work and in accordance with the Contract Documents. 4.16.2 The Contractor shall not damage or endanger any portion of the Work or the work of the Owner or any separate contractors by cutting, patching or otherwise altering any work, or by excavation. The Contractor shall not cut or otherwise alter the work of the Owner or any separate contractor except with the written consent of the Owner and of such separate contractor. The Contractor shall not unreasonably withhold from the Owner or any separate contractor his consent to cutting or otherwise altering the Work. The Owner shall not be required to accept Work with a cut, splice, or patch when such cut, splice or patch is not generally accepted practice for the particular work involved or is otherwise unworkmanlike in the opinion of the Owner, Construction Program Manager or Design Consultant. 4.16.3 Existing structures, buildings, Underground Facilities or Utilities, grade, streets, curbs, walks, and the like, which are damaged or removed due to required excavations or other construction work, shall be patched, repaired or replaced by the Contractor to satisfaction of Construction Program Manager, Design Consultant, the owner of such structures and facilities, and authorities having jurisdiction thereof. In the event the local jurisdictional authorities require such repairing and patching be done with their own labor and materials, Contractor shall abide by such regulations and pay for such work at no additional expense to the Owner, and Contractor shall not be entitled to any additional time for performance because thereof. 4.17 CLEANING UP 4.17.1 The Contractor at all times shall keep the premises free from accumulation of waste materials, rubbish and other debris caused by his operations or resulting from the Work. At the completion of the Work and before final payment is made, Contractor shall remove all his waste materials and rubbish from and about the Project as well as all his tools, appliances, construction equipment, machinery and surplus materials. Contractor is not permitted to burn or bury any waste materials, rubbish and other debris on site. 4.17.2 Contractor shall restore to original condition all property not designated for alteration by the Contract Documents. General Conditions of the Contract for Construction 00 72 00 -40 GENERAL CONDITIONS 4.17.3 If Contractor fails to clean up during or at the completion of the Work, Owner may do so as provided in Paragraph 6.3 and the cost thereof shall be charged to Contractor. 4.18 COMMUNICATIONS 4.18.1 The Contractor shall forward all communications, whether to the Design Consultant or to the Owner, only through the Construction Program Manager. Similarly, all communications to the Contractor from the Owner or the Design Consultant will flow to the Contractor through the Construction Program Manager unless otherwise directed by the Construction Program Manager. 4.19 ROYALTIES AND PATENTS 4.19.1 The Contractor shall pay, if applicable, all royalties and license fees incident to the use of any invention, design, process or device which is the subject of patent rights or copyrights held by others, all of which shall be deemed included in the Contract Sum. The Contractor shall not unlawfully use or install any patented or copyrighted article and shall defend, indemnify and hold the Owner, Construction Program Manager, and Design Consultant harmless from and against all judgments, losses, costs or expenses, including attorneys' fees, arising out of any suits or claims for infringement of any patent rights or copyrights related thereto. 4.19.2 In the event of any injunction or legal action arising out of any such infringement which has the effect of stopping the Work, the Owner may require the Contractor to substitute such other articles of like kind as will make it possible to proceed with and complete the Work within the Contract time and Specific Dates, and all costs and expenses occasioned thereby shall be borne by the Contractor. Under such circumstances, Contractor shall not be entitled to any time extension under this Contract for any delay relating thereto. 4.20 INDEMNIFICATION 4.20.1 To the fullest extent permitted by law, the Contractor shall, at his sole cost and expense, indemnify, defend, and hold harmless the Owner, the Construction Program Manager and the Design Consultant and their agents, representatives, and employees from and against all claims, actions, judgment, cost, liabilities, penalties, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of the Work, provided that any such claim, action, judgment, cost, liability, penalty, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom, and (2) is caused in whole or in part by any act or omission of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. 4.20.2 In any and all claims against the Owner, the Construction Program Manager or the Design Consultant or any of their agents, representatives, or employees by any employee of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this Paragraph 4.20 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 4.21 PERSONS AUTHORIZED TO SIGN DOCUMENTS AND MAKE DECISIONS FOR CONTRACTOR General Conditions of the Contract for Construction 00 72 00 -41 GENERAL CONDITIONS 4.21.1 The Contractor, within five (5) days after the earlier of the date of Notice to Proceed or the date of the Owner - Contractor Agreement, shall file with the Construction Program Manager a list of all persons who are authorized to sign documents such as contracts, certificates, Change Orders, pay requests and affidavits on behalf of the Contractor and to fully bind the Contractor to all the conditions and provisions of such documents, except that in the case of a corporation he shall file with the Construction Program Manager a certified copy of a resolution of the Board of Directors of the corporation in which are listed the names and titles of corporation personnel who are authorized to sign documents on behalf of the corporation and to fully bind the corporation to all the conditions and provisions of such documents. 4.21.2 Unless Contractor shall advise the Construction Program Manager in writing to the contrary within five (5) days after the Effective Date of the Agreement, Owner, Construction Program Manager and the Design Consultant shall have the right to rely upon the authority of the Contractor's Project Manager or Superintendent on a daily basis relating to the day -to -day administration of Contractor's Work, including, but not limited to, the submission of scheduling data, the agreement upon action items and schedules for the Work at job meetings and to otherwise represent and make decisions for the Contractor and make agreements with the Owner and Construction Program Manager as are necessary for the proper execution of Contractor's responsibilities in accordance with the Contract Documents. 4.22 CONDITIONS AFFECTING THE WORK 4.22.1 The Contractor shall be responsible for taking all steps necessary to ascertain the nature and location of the Work and the general and local conditions which can affect the Work or the cost thereof, including, but not limited to the requirements of Paragraph 1.2 hereof. Failure by the Contractor to fully acquaint himself with conditions which may affect the Work, including, but not limited to conditions relating to transportation, handling, storage of materials, availability of labor, water, roads, weather, topographic and subsurface conditions, other separate contractors, multi -prime contract conditions, applicable provisions of law, and the character and availability of equipment and facilities needed prior to and during the execution of the Work, and all other conditions which may affect the Work of Contractor, shall not relieve the Contractor of his responsibilities under the Contract Documents and shall not constitute a basis for an adjustment in the Contract Sum, Specific Dates or the Contract Time under any circumstances. The Owner, Construction Program Manager and Design Consultant assume no responsibility for any understanding or representation about conditions affecting the Work made by any of the Contractor's officers, employees, representatives, or agents or any of his Subcontractors prior to the execution of the Contract, unless such understandings or representations are expressly stated in the Contract Documents. 4.22.2 If in the execution of the Work any valuable items or materials of any kind are discovered buried or hidden within the Work, such items or materials shall be the property of the Owner. The Contractor shall take reasonable precautions to prevent any persons from removing or damaging such items or materials and shall immediately upon discovery thereof and before removal, inform the Construction Program Manager with such discovery and carry out, at the expense of the Contractor, the Construction Program Manager's orders as to disposal of the same. 4.23 TESTS 4.23.1 Contractor shall give Construction Program Manager timely Notice of readiness of the Work for all required inspections, tests, or approvals so that Construction Program Manager, Commissioning Consultant and Design Consultant may observe same. General Conditions of the Contract for Construction 00 72 00 -42 GENERAL CONDITIONS 4.23.2 If the Contract Documents, or laws, regulations, rules or orders of any public authority having jurisdiction, require any portion of the Work to specifically be inspected, tested, or approved, including Owner's Inspection Consultant, Contractor shall assume full responsibility of coordination thereof. Contractor shall also be responsible for and shall pay all costs associated with any investigation, inspection or testing required in connection with Owner's or Design Consultant's acceptance of a Subcontractor, Supplier or specific item of equipment proposed to be substututed in the Work, or of materials or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Unless otherwise provided in the Contract Documents, Contractor shall pay for all utilities required for testing of installed equipment for the Work. Labor and supervision required for facilitating such tests shall also be provided by Contractor at no additional cost to Owner. 2 If any of the Work that is to be inspected, tested, or approved is covered before required tests and inspections are duly completed, the Work, or portion thereof, must, if requested by Construction Program Manager or Design Consultant, be uncovered for observation. Such uncovering shall be at Contractor's expense, and Contractor shall not be entitled to any additional time for performance therefor. 4.23.3 If the Design Consultant or the Construction Program Manager determines that any Work requires special inspection, testing, or approval which are not within the scope of Subparagraph 4.23.2, Construction Program Manager will instruct the Contractor to order such special inspection, testing or approval, and the Contractor shall give Notice as provided in Subparagraph 4.23.1. If such special inspection or testing reveals a failure of the Work to comply (1) with the requirements of the Contract Documents, or (2) with Laws and Regulations, Contractor shall bear all costs thereof, including compensation for the Design Consultant's and the Construction Program Manager's additional services made necessary by such failure, and Contractor shall not be entitled to any additional time for performance because thereof. If such special inspection or testing reveals that the Work is in accordance with all of the applicable requirements, Owner shall bear all costs thereof. 4.23.4 All inspections, tests, or approvals other than those required by laws, regulations, rules or orders of a public authority having jurisdiction, including all inspections and tests required to establish compliance with the Contract Documents shall be performed by an independent testing agency or organizations approved by or under contract with the Owner. When the initial tests indicate non - compliance with the Contract Documents any subsequent testing occasioned by non - compliance shall be performed by the same agency and the cost thereof shall be borne by the Contractor. Representatives of the testing agency shall have access to the Work at all times. Contractor shall provide facilities required in order for the agency to properly perform its functions. The independent testing agency shall prepare test reports, logs, and certificates applicable to the specific inspections and tests and deliver, within forty -eight (48) hours after tests and inspections have been made, the specified number of copies to the designated parties. Certificates of inspection, testing or approval required by public authorities shall be secured by the Contractor and promptly delivered by him to the Construction Program Manager, in adequate time to avoid delays in the Work or final payment therefor. 4.23.5 Contractor shall pay for and be solely responsible for inspections or testing performed exclusively for his own convenience. General Conditions of the Contract for Construction 00 72 00 -43 GENERAL CONDITIONS 4.23.6 Neither observations by the Construction Program Manager or the Design Consultant nor inspections, tests, or approvals by others shall relieve Contractor from Contractor's obligations to perform the Work in accordance with all of the requirements of the Contract Documents and applicable laws, codes, regulations, rules and orders of any public authority having jurisdiction. 4.24 QUALITY CONTROL 4.24.1 Contractor shall establish a quality control system to perform inspections and tests of all portions of the Work, including that of Subcontractors. Contractor's quality control system is the means by which Contractor assures himself that the Work as being performed, complies with the Contract Documents. While Construction Program Manager or Design Consultant may from time to time review the Work, Contractor is the party responsible for accurate testing and inspection to ensure that the Work satisfies all requirements of the Contract Documents. 4.24.2 Contractor shall include activities, durations and sequences therefor within the Construction Schedule and shall coordinate the quality control activities with all other activities of Contractor and his Subcontractors. The quality control system shall be adequate to cover all construction operations for the Work. 4.24.3 Contractor's superintending staff shall be used for quality control. Unless the Construction Program Manager approves otherwise in writing, Contractor's Superintendent will be Contractor's representative in charge of quality control, supplemented by such additional personnel, technicians, or testing facilities as may be reasonably necessary to ensure that the Work conforms to the Contract Documents. 4.24.4 Contractor shall submit for approval to the Construction Program Manager prior to commencing any portion of the Work on site, a quality control plan which will include the procedure, instructions, and reports to be used. The quality control plan shall also include the following: the quality control organization; 2 the number, authority, responsibility, and qualifications of personnel to be used for quality control; 3 methods of quality control including that of subcontractors; 4 test methods and the frequency of testing, as appropriate or as required, for each Product and component of the Work; 5 identification of testing standards, method of documenting quality control operations, inspections and testing, and report format; and 6 a copy of a letter of direction to the Contractor's representative responsible for quality control, outlining duties, authority and responsibilities and signed by a responsible officer of Contractor. 4.24.5 If Contractor fails to satisfactorily perform any required inspections and tests; to submit timely, complete, and factual reports and test data; or otherwise comply with the quality control provisions and requirements of the Contract Documents, and continues to fail after seven (7) days Notice from Construction Program Manager, Owner may terminate Contractor for default under Paragraph 14.3 hereof. General Conditions of the Contract for Construction 00 7200 -44 GENERAL CONDITIONS ARTICLE 5 SUBCONTRACTORS 5.1 DEFINITIONS 5.1.1 A Subcontractor is defined in Subparagraph 1.1.45. 5.1.2 A Sub - subcontractor is defined in Subparagraph 1.1.46. 5.1.3 A Material Supplier, Supplier or Vendor is defined in Subparagraph 1.1.27. 5.1.4 Whenever the word "Subcontractor' is used in the Contract Documents, it is intended to include within the broad scope of the word, a Sub - Subcontractor or Supplier or Vendor. Any obligation or responsibility imposed upon a Subcontractor by these Contract Documents also is imposed upon a Sub - Subcontractor or Supplier or Vendor. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 Contractor shall use the major Subcontractors listed by Contractor in his Form of Proposal for the classifications of Work indicated therein, or such other Subcontractors as may be approved by Owner prior to the Notice of Award. Unless otherwise specified in the Contract Documents, and excepting only those major Subcontractors listed in the Form of Proposal or approved by the Owner prior to the Notice of Award Contractor shall, prior to awarding a subcontract, and within thirty (30) days of receipt by Contractor of the Notice to Proceed, furnish to the Construction Program Manager in writing, the names of the persons or entities proposed as Subcontractors for each of the principal portions or major components of the Work. The Contractor shall also advise the Construction Program Manager in writing of any financial interest Contractor has in any of said Subcontractors or Sub - subcontractors or Suppliers. No Subcontractor, Sub - subcontractor or Supplier shall be engaged if objected to by the Owner as provided in the Contract Documents; provided, however, that as to Subcontractors not listed in the Form of Proposal or approved by the Owner prior to the Notice of Award, if the Owner or Construction Program Manager does not give Contractor Notice of such objection in writing within fifteen (15) days of its receipt of such names from the Contractor, such Subcontractor, Sub - subcontractor or Supplier shall be deemed acceptable to the Owner. 5.2.2 The Contractor understands and agrees that no contractual agreement exists for any part of the Work under this Contract between the Owner, Construction Program Manager or Design Consultant and any of the Contractor's Subcontractors, Sub - subcontractors or Suppliers. Further, the Contractor understands and agrees that he alone is responsible to the Owner for all of the Work under this Contract. The provisions of this Article 5 shall in no way affect the liability of the Contractor to the Owner regarding performance of all obligations by or payment to Subcontractors, Sub- subcontractors or Suppliers. Owner approval to subcontract or Owner's failure to object to any given Subcontractor or Supplier shall not to any degree relieve the Contractor of his obligation to perform or have performed to the full satisfaction of the Owner all of the Work required by this Contract. 2 Any review of Subcontractors, Sub - subcontractors or Suppliers by Owner, Construction Program Manager or Design Consultant will not in any way make Owner, Construction Program Manager or Design Consultant responsible to any Subcontractor, Sub - subcontractor or Supplier, or responsible to Contractor General Conditions of the Contract for Construction 00 72 00 -45 GENERAL CONDITIONS should said entity be subsequently found to be unqualified or incapable of performing any portion of the Work, or for the actions or failures to act of any Subcontractor, Sub - subcontractor or Supplier. Contractor shall be fully responsible to Owner, Construction Program Manager and Design Consultant for all acts and omissions of Subcontractors, Sub - subcontractors or Suppliers, and other persons and organizations performing or furnishing any of the Work under a direct or indirect contract with Contractor. 5.2.3 The Contractor shall not contract with any proposed Subcontractor, Sub - subcontractor or Supplier against whom the Owner has given Notice of objection to Contractor under the provisions of Subparagraph 5.2.1. Contractor shall be solely liable for any costs or damages arising because of any Work performed or material or equipment supplied on behalf of Contractor by a Subcontractor, Sub - subcontractor or Supplier, to whom the Owner has objected under Subparagraph 5.2.1. 5.2.4 If the Owner or the Construction Program Manager reasonably and timely gives Notice of objection to any proposed person or entity under Subparagraph 5.2.1, the Contractor shall name a substitute to whom Owner or Construction Program Manager has no reasonable objection. Owner, Construction Program Manager and Design Consultant shall not be liable to Contractor for any claim or cause of action arising out of said objection or substitution. 5.2.5 The Owner or Construction Program Manager shall have the right at any time to object in writing to a Subcontractor, Sub - subcontractor or Supplier, even though same may have been deemed acceptable under the provisions of Subparagraph 5.2.1, and to demand a substitution therefor by Contractor. Except as provided in Subparagraph 5.2.4, should this right to object be executed by Owner or the Construction Program Manager, the Contract Sum shall be increased or decreased by the difference in cost occasioned by such substitution and an appropriate Change Order shall be issued, subject to an audit of said difference by the Owner. However, no increase in the Contract Sum shall be allowed for any such substitution if: (1) Contractor did not act timely and responsively in submitting names as required by Subparagraph 5.2.1; (2) Owner or Construction Program Manager has stated said objection in writing to a specific Subcontractor, Sub - subcontractor or Supplier before the submission by that entity of a proposal accepted by Contractor; (3) said Subcontractor, Sub - subcontractor or Supplier, is unable to enter into and carry out his Work under his proposed Subcontract; (4) said Subcontractor, Sub - subcontractor or Supplier fails to comply with the experience requirements of the Contract Documents; (5) said Subcontractor, Sub - subcontractor or Supplier fails to comply with all licensing and registration requirements of applicable laws and regulations; (6) the proposed Subcontractor, Sub - subcontractor or Supplier is not an on -going business in the field of his proposed Subcontract; or (7) the proposed Subcontractor, Sub - subcontractor or Supplier does not have a labor force and the means of supply compatible with the scope of the Subcontract. 5.2.6 The Contractor shall not terminate the employment of a principal Subcontractor, Sub - Subcontractor or Supplier engaged in the Work prior to the expiration of that subcontract without good cause shown and without Owner's prior approval. The Contractor shall also make no substitution for any Subcontractor, Sub - subcontractor or Supplier, person or entity previously selected if the Owner or the Construction Program Manager makes reasonable objection to such substitution. The requirements of Subparagraph 5.2.6 are solely for the protection of Owner and his Project. Owner, Construction Program Manager and Design Consultant shall have no liability to Contractor or any Subcontractor, Sub - subcontractor or General Conditions of the Contract for Construction 00 72 00 -46 GENERAL CONDITION Supplier for Owner's approval or failure to approve the termination of any entity hereunder. 5.3 SUBCONTRACT RELATIONS 5.3.1 The Owner, Construction Program Manager and Design Consultant have no responsibility to deal directly with any Subcontractor, Sub - subcontractor or Supplier. Subcontractors, Sub - subcontractors or Suppliers shall route all communications through Contractor. 5.3.2 All subcontracts and sub - subcontracts shall be in writing. Each subcontract, and each sub - subcontract, shall contain a reference to this Contract and shall incorporate all of the terms and conditions hereof to the full extent applicable to the portion of the Work covered thereby. Each subcontract or sub - subcontract shall require each Subcontractor, Sub - subcontractor or Supplier, to the extent of the Work to be performed by that entity, to be bound to the Contractor by the terms of the Contract Documents and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these Contract Documents, assumes toward the Owner. Each Subcontractor or Sub - subcontractor must agree, for the benefit of the Owner, to be bound by, and to require each of his Subcontractors to be bound by, such terms and conditions to the full extent applicable to his Work. Said agreement shall preserve and protect the rights of the Owner under the Contract Documents with respect to the Work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the Contractor - Subcontractor agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by these Documents, has against the Owner. The Contractor shall make available to each Subcontractor, Sub - subcontractor and Supplier, prior to the execution of the Subcontract, or Purchase Order, copies of the Contract Documents to which the Subcontractor will be bound by this Paragraph 5.3, and identify to the Subcontractor or Supplier any terms and conditions of the proposed Subcontract or Purchase Order which may be at variance with the Contract Documents. Each Subcontractor or Supplier shall similarly make copies of such Documents available to his Sub - subcontractors and Suppliers. 5.3.3 Each subcontract shall provide for his termination by the Contractor if, in the opinion of the Owner or Construction Program Manager, the Subcontractor fails to comply with the requirements of the Contract Documents. Each Subcontractor shall be required to insert a similar provision in each of his subcontracts. In the event of any such failure by a Subcontractor, Sub - subcontractor or Supplier to comply with the requirements of the Contract Documents, such Subcontractor, Sub - subcontractor or Supplier, as the case may be, shall be removed immediately by Contractor from the Work and shall not again be employed on the Work. Contractor shall submit the name of a responsible Subcontractor capable of completing the applicable portion of the Work. Owner shall not be responsible for any increased costs to the Contractor or delays occasioned by the termination or substitution required by this Subparagraph 5.3.3. 5.3.4 Each subcontract (and each subcontract entered into pursuant to a subcontract) shall contain insurance, indemnification and waiver provisions for the benefit of the Owner, the Construction Program Manager, the Design Consultant and his respective parent companies, the subsidiary, related and affiliated companies of each and the officers, directors, agents and employees of each, as provided in the Contract Documents. General Conditions of the Contract for Construction 00 72 00 -47 GENERAL CONDITIONS Contractor shall pay each Subcontractor a just portion of any insurance moneys received by Contractor occasioned by losses claimed under policies issued pursuant to Article 11. 5.3.5 Nothing in the Contract Documents shall create any obligation on the part of Owner, Construction Program Manager, or Design Consultant to pay or to see to the payment of any moneys due any Subcontractor, Sub - subcontractor, Supplier, or other person or organization except as may otherwise be required by applicable laws or regulations. 5.3.6 Contractor shall be liable to and indemnify and hold the Owner, Construction Program Manger and Design Consultant and his officers, directors, agents and employees harmless from all costs, expenses, fees, attorney's fees, accountant's fees, damages and claims arising because of the failure of Contractor or any Subcontractor or Sub - subcontractor to comply with the requirements of the Contract Documents (including specifically, without limitation, failure to comply with the provisions of this Paragraph 5.3; failure to incorporate all required terms and conditions hereof in any subcontracts or trade agreements; failure to pay for labor or materials; or failure to comply with the provisions of a union or trade agreement applicable to the Work). 5.4 QUALIFICATION SUBMITTALS 5.4.1 Specific qualification submittals may be required of Subcontractors, Installers and Suppliers for certain critical items of the Work. Required qualification submittals are set forth in detail in the Technical Specifications and shall be collected and submitted by the Contractor for review and approval by Owner, Construction Program Manager and Design Consultant at the time the Subcontractor or Supplier approval is requested. All information required of a single Subcontractor, installer or Supplier shall be contained in a single, complete submittal. 5.5 PREPARATORY WORK 5.5.1 Before each section of the Work is started, Contractor shall ensure that the responsible Subcontractor or Sub - subcontractor has carefully examined all preparatory work that has been previously executed to receive his Work. All preparatory work shall be checked carefully, by whatever means are required, to ensure that Subcontractor's Work and adjacent related work will finish to proper contours, planes, and levels. Subcontractor shall promptly notify the Contractor of any defects or imperfections in preparatory work which will, in any way, affect satisfactory completion of his Work and Contractor shall promptly notify in writing the Construction Program Manager. Notification of the Construction Program Manager of such defects or imperfections in preparatory work will not relieve the Contractor or Subcontractor of any obligations under the Contract Documents. Should Contractor, without the authorization of the Construction Program Manager, proceed with the Work without removal, replacement or correction of the alleged defective work or imperfections, Contractor shall bear all responsibility for any costs or delays relating to defects or imperfections in the Work and any rework or removal and replacement subsequently directed by the Construction Program Manager relating to same, including any warranty or guarantee work occasioned thereby. 5.5.2 Under no conditions shall a section of Work proceed prior to required preparatory work having been completed, cured, dried, and otherwise made satisfactory to receive such related work. Responsibility for timely installation of all materials rests solely with the Contractor, who shall maintain coordination and control of the Work at all times. 5.6 PAYMENTS TO SUBCONTRACTORS General Conditions of the Contract for Construction 00 72 00 -48 GENERAL CONDITIONS 5.6.1 The Contractor shall pay the amounts due each Subcontractor or Supplier upon receipt of payment from the Owner (unless required to do so sooner by the Construction Program Manager, pursuant to the Contract Documents or under applicable law or regulations). The Contractor shall also require each Subcontractor or Supplier to make similar payments due to any of his Sub - subcontractors or Suppliers. 5.6.2 A Subcontractor may request from the Construction Program Manager information regarding the amount paid to the Contractor for Work performed by the Subcontractor. The providing of such information to a Subcontractor shall not, however, establish any duty or obligation on the part of the Owner or Construction Program Manager to make any payments directly to any Subcontractor under this Contract. ARTICLE 6 WORK BY OWNER OR BY SEPARATE CONTRACTORS 6.1 OWNER'S RIGHT TO PERFORM WORK AND TO AWARD SEPARATE CONTRACTS 6.1.1 The Owner reserves the right to perform work with his own forces, to have work performed by any owner of Underground Facilities or Utilities ( "utility owner"), or to award separate contracts in connection with the Project or other work contiguous or related to the Project site, based upon any contract terms and conditions which the Owner, in his sole discretion, may require. 6.1.2 When separate contracts are awarded for different portions of the Project or other work on the Project site, the term "Contractor" in the contract documents in each case shall mean the contractor who executes each separate Owner - Contractor Agreement. 6.2 MUTUAL RESPONSIBILITY 6.2.1 The Contractor shall afford each utility owner and separate contractor proper and safe access to the site and reasonable opportunity for the introduction and storage of his materials and equipment in the execution of his Work. Contractor shall properly connect and coordinate the Work with that of the Owner, utility owners and other separate contractors. Contractor shall store his apparatus, materials, supplies and equipment in such orderly fashion at the site of the Work so as will not unduly or unreasonably interfere with the progress of the Work or the work of such others. 6.2.2 If the execution or result of any part of the Work depends upon any work of the Owner, utility owner, or of any separate contractor, the Contractor shall, prior to proceeding with the Work, carefully inspect and promptly give Notice in writing to the Owner, utility owner or separate contractor, and to the Construction Program Manager, of any delays, apparent discrepancies or defects in his Work that, in Contractor's opinion, renders it unsuitable for such proper execution or specified result of any part of the Work. Failure of the Contractor to so inspect and promptly report shall constitute an acceptance by Contractor of the work of Owner, any utility owner or of any separate contractor, as fit and proper to receive the Work, except as to latent defects which the Contractor could not have reasonably discovered by his inspections and observations. 6.2.3 Any costs and damages caused by the defective or ill -timed Work of Contractor or any separate contractor shall be borne by the party responsible therefor and resolved as provided for in this Article 6. Owner, Construction Program Manager and Design Consultant shall not be liable for any damages caused Contractor by any separate General Conditions of the Contract for Construction 00 72 00 -49 GENERAL CONDITIONS contractor or utility owner because thereof, unless due solely to the fault of Owner, Construction Program Manager or Design Consultant. 6.2.4 Should the Contractor cause damage to the Work or property or the on -going operations of the Owner, or any utility owner, or to other work on the Project site performed by any separate contractors, Contractor shall promptly remedy and be wholly responsible for such damage. 6.2.5 Should any claim arising as a result of the performance of the Work by Contractor or by any person or entity for whose acts Contractor is responsible, be made by any utility owner or separate contractor against Contractor, Owner, Construction Program Manager, Design Consultant or any other person, Contractor shall promptly attempt to settle with such other party by agreement, or to otherwise resolve the dispute at law with such party. Contractor shall, to the fullest extent permitted by law and regulation, indemnify and hold Owner, Construction Program Manager, and Design Consultant, and his officers, employees, agents and representatives harmless from and against all such claims, damages, losses, and expenses (including, but not limited to, fees of Design Consultant, Construction Program Manager, experts, attorneys and other professionals, and court costs) arising directly, indirectly, or consequentially out of any action, legal or equitable, brought by any separate contractor or utility owner against Owner, Construction Program Manager, or Design Consultant. 6.2.5.1 Should Owner, Construction Program Manager or Design Consultant be a defendant or third party in any legal proceeding by a separate contractor or utility owner, or anyone having a contract with any of them, or by any party claiming an injury or damage arising as a result of the Work or performance of Contractor, Contractor agrees, in implementing the terms of this Subparagraph 6.2.5, as follows: Contractor shall provide and tender at his own expense the immediate defense of same, jointly or severally if requested to do so; in so doing, Contractor will provide within five (5) days upon request from Owner, Construction Program Manager or Design Consultant, the name of the legal counsel proposed by Contractor to defend such claims; .2 For good cause shown, Owner, Construction Program Manager and Design Consultant shall have the right to choose to defend any such claim or proceeding in his own name with separate legal counsel chosen solely by each of them, with the cost of such defense, including, but not limited to, all reasonable attorney's fees, litigation expenses and costs, being paid by Contractor; and .3 Should any judgment be entered against Owner, Construction Program Manager or Design Consultant in any such proceeding, or should any settlement agreement be reached, Contractor shall satisfy and pay said judgment or settlement amount when due. 6.2.5.2 Should Contractor refuse or fail to carry out his obligations under this Subparagraph 6.2.5, such refusal or failure shall be a substantial and material breach of contract which will: (1) permit Owner to terminate Contractor for default; (2) permit Owner to withhold payments pursuant to the Contract Documents; (3) permit Owner, Construction Program Manager and Design Consultant to undertake his own defense and settlement of such claims and to make such disposition thereof as to them may be satisfactory and reasonable, with Contractor being responsible for any amounts paid thereunder; and (4) entitle Owner, Construction Program Manager and Design Consultant, jointly and severally to all damages, afforded by these Contract Documents or applicable law, for misrepresentation or fraud and to all damages, expenses, attorney's fees, interest and other costs which they incur as a result of such failure or refusal. General Conditions of the Contract for Construction 00 72 00 -50 GENERAL CONDITIONS 6.2.6 In the event separate contractors are engaged on the Project, each separate contractor (including Contractor herein) shall be responsible to the other separate contractor(s) for damages to work, injury to any person or persons, or for any loss, cost, claims, or damages arising out of or in connection with the work required by the contract of each with Owner and any loss, cost, expense, or damage caused by said separate contractor's neglect or failure to finish or satisfactorily complete his part of the Project within the time prescribed. 6.2.7 In order to carry out the intent of this Article 6, Owner and Contractor agree that privity of contract exists between Contractor and each separate contractor, for the purpose of disposing of mutual liabilities or obligations between Contractor and any separate contractor as set forth herein. Contractor agrees to accept service of process and to sue and be sued directly by any separate contractor, in Contractor's own name, in any litigation which may arise hereunder between Contractor and any separate contractor. It is understood and agreed that Contractor will not bring Owner, Construction Program Manager or Design Consultant into such litigation and covenants not to sue any of them with regard to any litigation or claims brought against Contractor by any separate contractor. 6.2.8 Contractor shall not be entitled to an extension of time under this Contract for delays in the Work caused solely by a separate contractor under contract with the Owner, Contractor's sole remedy being a direct action against said separate contractor, pursuant to this Article 6, relating to such delay. Provided, however, that Owner shall grant Contractor an extension of time for delays caused by a separate contractor (but no money damages therefor) if: (1) in the opinion of Construction Program Manager, Contractor has fulfilled all of his obligations under this Article 6 and the Contract Documents (including, but not limited to giving timely Notice to the Construction Program Manager and the separate contractor of such delay or expected delay so as to allow the separate contractor a sufficient opportunity to correct the condition giving rise to such delay; and cooperation and proper coordination with the separate contractor regarding such condition); (2) the delay would otherwise entitle Contractor to a time extension under the provisions of Article 8 hereof and the Contract Documents; (3) Contractor has taken, in the opinion of Construction Program Manager, appropriate steps under Paragraph 4.12 and Subparagraph 8.3.2.1 hereof to overcome the effect of the delay upon completion of the Work or any portion thereof by the Contract Time or Specific Dates; and (4) the time extension will not be detrimental to the interests of the Owner. 6.3 OWNER'S RIGHT TO PERFORM DISPUTED WORK 6.3.1 If a dispute arises between the Contractor and any separate contractors as to the responsibility of each for cleaning up as required by the Contract Documents, for accomplishing coordination, for doing required cutting, filling, excavating or patching as required by the Contract Documents, or relating to any other Work, the Construction Program Manager, in his sole discretion, shall make a determination of the responsibility therefor, which decision shall be binding upon Contractor and all separate contractors; and said item shall be performed as directed by the Construction Program Manager at no additional cost to Owner. If Contractor or any separate contractor refuses to perform in accordance with the determination of the Construction Program Manager, the Owner may carry out such Work and charge the cost thereof to the non - performing party (parties) responsible therefor, as the Owner or the Construction Program Manager shall determine to be just. 6.4 COORDINATION OF THE WORK General Conditions of the Contract for Construction 00 72 00 -51 GENERAL CONDITIONS 6.4.1 By entering into this contract, Contractor acknowledges that there may be other separate contractors on the site whose work must be coordinated with that of Contractor. Contractor will take all necessary steps to ensure that the Work is properly scheduled and coordinated with the work of the separate contractors. Contractor expressly warrants and guarantees that he will cooperate with separate contractors and coordinate, as appropriate and reasonable, the requirements for his Work with the requirements governing the work of the separate contractors and safety programs, and will do nothing to delay, hinder or interfere with the work of other separate contractors, utility owners, the Owner, the Construction Program Manager or Design Consultant. Contractor also expressly agrees that, in the event his Work is hindered, delayed, interfered with or otherwise affected by a separate contractor or utility owner, Contractor's sole remedy will be a direct action against the separate contractor as described in this Article 6. Contractor expressly waives any remedy, right or cause of action against the Owner and Construction Program Manager or Design Consultant on account of delay, hindrance, interference or other event caused by a separate contractor or utility owner. 6.4.2 The Owner relies upon the organization, management, skill, cooperation and efficiency of the Contractor to supervise, direct, control and manage the Work so as not to delay Owner or any separate contractors and to deliver the Work conforming to the Contract Documents, including, but not limited to, completion of specified portions of the Work by the Specific Dates therefor, and completion of the Work within the Contract Time. 6.4.3 All separate contractors rely upon the organization, management, skill, cooperation and efficiency of Contractor to supervise, direct, control and manage the Work, and to coordinate in a timely manner with the separate contractors so as to deliver the Project within the scheduled time and without delay or disruption to the separate contractors. 6.4.4 Should Contractor, by his own acts or omissions or the acts or omissions of any person or persons in his employ or with whom he is under contract, delay, disrupt, hinder, or interfere with the work of the Owner, any separate contractor, or utility owner, by not cooperating with them, not properly coordinating with them in a timely manner, or by not affording same sufficient opportunity or facility to perform his Work in a timely manner, Contractor shall be responsible for all costs and expenses incurred by such parties due to any such causes. 6.4.5 Before starting any portion of the Work for which preparatory or preceding work was done by a separate contractor, Contractor shall carefully examine all such preparatory or preceding work that has been executed to receive his Work. Contractor shall check carefully, by whatever means are required, to ensure that his Work and adjacent related work will finish to proper contours, planes, and levels. Contractor shall promptly give Notice in writing to the separate contractor or utility owner, and Construction Program Manager, of any defects or imperfections in preparatory or preceding work which will, in any way, affect satisfactory completion of Contractor's Work. 6.4.5.1 Absence of such required Notice from Contractor will be construed, except in the case of latent defects and those defects of which Contractor was not aware and could not have discovered upon a reasonable inspection, as an acceptance by Contractor of preparatory work performed by the separate contractor or utility owner, and a waiver by Contractor of any claim or defense that the preparatory or preceding work of a separate contractor was defective or imperfect, thereby resulting in defects or imperfections in Contractor's Work. 6.4.5.2 Notification of the Construction Program Manager of such defects or imperfections in preparatory work performed under a separate contract will not relieve the Contractor of any obligations under the Contract Documents. General Conditions of the Contract for Construction 00 72 00 -52 GENERAL CONDITIONS 6.4.5.3 After providing the required Notice, Contractor shall provide the separate contractor, utility owner, Construction Program Manager and the Design Consultant a reasonable opportunity to inspect such preceding work. Contractor shall not proceed with Contractor's follow -on work, for the section of the Work alleged to be defective or imperfect, until receiving direction or instructions from the Construction Program Manager, who, after consultation with the Design Consultant, shall provide such direction promptly. In no instance is Contractor authorized to remove and replace or correct the defective work or imperfections unless directed by Owner or Construction Program Manager. Should Contractor proceed with his Work in the affected section without direction or instructions from the Construction Program Manager relating to the preparatory work, Contractor shall bear all responsibility for any defects or imperfections in the Work and any rework or removal and replacement subsequently directed by the Construction Program Manager relating to same, including any subsequent warranty or guarantee work occasioned thereby. 6.4.5.4 Under no condition shall Contractor proceed with a section of the Work prior to the preparatory work of any separate contractor or utility owner having been, where applicable, completed, cured, dried, and otherwise made satisfactory to receive the related Work of Contractor. Responsibility for timely installation of all materials rests solely with Contractor, who shall maintain coordination and control of the Work at all times. 6.4.5.5 Contractor shall bear full and sole responsibility for any defects or imperfections arising in the Work due to his failure to comply with the requirements of this Subparagraph 6.4.5, including the cost of repair or replacement or correction of preparatory work on which Contractor made an untimely application of his Work. 6.4.6 Whenever Contractor receives items from another separate contractor or from Owner for storage, erection or installation, Contractor shall give a receipt for items delivered, and thereafter will be held solely responsible for care, storage and any necessary replacement of the item or items received. 6.4.7 When certain items of equipment and work are indicated as "NIC" (not in contract), or are to be furnished and installed under separate contracts, Contractor and any separate contractor shall mutually coordinate his Work to determine any requirements for preparatory work (including, but not limited to dimensions, sizing, stub ups, connections, couplings, for preparation of openings, and provision of blocking and backing) for receipt of such "NIC" work so as to provide a complete installation in accordance with the Contract Documents. Contractor shall properly form and otherwise prepare his Work in a satisfactory manner to receive any "NIC" work. ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 GOVERNING LAW 7.1.1 Unless otherwise provided in the Contract Documents, the Contract shall be governed and construed in accordance with the law of the place where the Project is located. 7.1.2 Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to be inserted herein and the Contract shall be read and enforced as though it were included herein. If through mistake or otherwise, any such provision is not General Conditions of the Contract for Construction 00 72 00 -53 GENERAL CONDITIONS inserted or is not correctly or fully inserted, then upon the request of either party, the Contract shall forthwith be physically amended to make such insertion. 7.1.3 If any of the provisions of this Contract shall be held invalid or unenforceable under the law governing this Contract, then this Contract shall remain in effect without the provisions held to be invalid or unenforceable (unless the parties otherwise agree), and the rights and obligations of the parties shall be governed accordingly. 7.2 SUCCESSORS AND ASSIGNS 7.2.1 The Owner and the Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in respect to all covenants, agreements and obligations contained in the Contract Documents. 7.2.2 The Contractor shall not assign the Contract or sublet it as a whole without the written consent of the Owner, or shall the Contractor assign any moneys due or to become due to him hereunder, without the previous written consent of the Owner and the Contractor's Surety. 7.3 PERSONAL INJURY AND PERSONAL AND REAL PROPERTY DAMAGE CLAIMS 7.3.1 Should the Contractor suffer injury or damage to person or personal property because of any act or omission of the Owner, Construction Program Manager or Design Consultant, or of any of his employees, agents or others for whose acts one of them may be legally liable, claim shall be made in writing to the Construction Program Manager within five (5) days after the first observance of such injury or damage; otherwise, the Contractor shall have waived any and all rights he may have against the Owner, the Construction Program Manager, the Design Consultant, or his employees, representatives and agents for any such injury or damage. 7.3.1.1 This Subparagraph 7.3.1 is limited solely to personal injury and personal property damage claims; this paragraph is not applicable to claims of any other nature whatsoever, and such other claims shall be governed by other provisions of the Contract Documents. 7.3.1.2 Nothing herein shall be construed as modifying or limiting in any way Contractor's obligations under Paragraph 4.20 hereof. 7.4 PERFORMANCE BOND, LABOR AND MATERIAL PAYMENT BOND AND MAINTENANCE BOND 7.4.1 Contractor shall furnish to Owner in duplicate a Performance Bond and a Labor and Materials Payment Bond, each in the amount at least equal to one - hundred percent (100 %) of the Contract Sum, and a Maintenance Bond covering faithful performance of Warranty Work in the amount of ten percent (10 %) of the Contract Sum. The bonds shall be written in the form required by the Contract Documents and approved by Owner, or, if applicable, written in the form specifically required by statute for particular Work in the state in which the Project is located. The bonds shall be written by a surety company licensed to do business in the state in which the Work is to be performed and who is acceptable to the Owner. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. These Bonds shall remain in effect at least until one year after the date when final payment becomes due and until all warranties expire under the Maintenance Bond, except as otherwise specifically provided by law or regulation or by the Contract Documents. Contractor shall properly and duly record any bond, if recording thereof is required by applicable laws or regulations. General Conditions of the Contract for Construction 00 72 00 -54 GENERAL CONDITIONS 7.4.2 If the surety on any Bond furnished by Contractor is declared bankrupt or becomes insolvent or his right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of Subparagraph 7.4.1, Contractor shall within five (5) days thereafter substitute another Bond and Surety, both of which must be acceptable to Owner. 7.4.3 Contractor, prior to commencing the Work on site, shall deliver to Owner all Bonds and Certificates of Insurance required by, and in full compliance with, the Contract Documents. Owner, Construction Program Manager and Design Consultant shall not be liable to Contractor for any costs or additional time for performance because of any delay to the commencement of the Work on site caused by failure of Contractor to deliver the required Bonds and Certificates of Insurance. 7.4.4 Should Contractor refuse or fail to comply with all of the requirements of this Paragraph 7.4, such refusal or failure shall be a material and substantial breach of this Contract, and Owner shall have the right to terminate the performance of Contractor for default, pursuant to the provisions of Paragraph 14.3. 7.5 RIGHTS AND REMEDIES 7.5.1 The duties and obligations of the Contractor imposed by the Contract Documents and the rights and remedies of the Owner available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law or equity; 7.5.2 The failure of the Owner, the Construction Program Manager, or the Design Consultant to insist in any one or more instances upon the strict performance of any one or more of the provisions of this Contract, or to exercise any right contained herein or provided by law, shall not be construed as a waiver or relinquishment of the performance of such provision or right(s) or of the right to subsequently demand strict performance or exercise such right(s), and the rights shall continue unchanged and remain in full force and effect. 7.5.3 The Contractor agrees that he can be adequately compensated by money damages or time extensions pursuant to the terms of this Contract, for any breach of this Contract or any act or omission or breach of any duty which may be committed by Owner, or his employees or agents (including Construction Program Manager and Design Consultant). Contractor therefore hereby agrees that no act, or omission of the Owner, the Construction Program Manager or the Design Consultant, except for failure to make progress payments as required by the Contract Documents, shall constitute a material breach of the Contract or any other condition which would entitle Contractor to cancel or rescind the provisions of this Contract or (unless the Owner shall so consent or direct in writing) to suspend or abandon performance of all or any part of the Work. The Contractor hereby waives any and all rights and remedies to which he might otherwise be or become entitled, save only his right to money damages or any extension of time to which he may be entitled in accordance with the Contract Documents. 7.6 ATTORNEYS' FEES AND OTHER EXPENSES 7.6.1 The Contractor hereby agrees that he will not submit, assert, litigate or otherwise pursue any frivolous or unsubstantiated claims, or file or submit claims he has specifically waived under the terms of the Contract Documents or for which he has made a covenant not to sue hereunder. In the event that Contractor's claim, or any separate item of a claim, is without substantial justification, or is filed in breach of any provision or covenant General Conditions of the Contract for Construction 00 72 00 -55 GENERAL CONDITIONS of this Contract, Contractor shall reimburse the Owner, Construction Program Manager or Design Consultant for all costs and expenses associated with defending such claim or separate item, including but not limited to, attorneys' fees, audit costs, accountants' fees, expert witness' fees, additional Construction Program Manager or Design Consultant expenses or services, and any other costs and expenses relating thereto. 7.6.2 If the Contractor breaches any obligation under the Contract Documents or fails to perform any requirement of the Contract Documents, Contractor shall reimburse the Owner, Construction Program Manager and Design Consultant for all costs and expenses incurred by them relating to such breach, including but not limited to attorneys' fees, audit costs, accountants' fees, expert witness' fees, additional Construction Program Manager and Design Consultant expenses, and any other costs and expenses relating thereto. 7.6.3 If the Owner, Construction Program Manager or Design Consultant prevails in a claim brought against the Contractor, including but not limited to, claims for fraud or misrepresentation, overpayment, defective work, delay damages, or recovery of termination expenses, the Contractor shall reimburse Owner, the Construction Program Manager and Design Consultant for all costs and expenses incurred by them relating to such claim, including but not limited to attorneys' fees, audit costs, accountants' fees, expert witness' fees, additional Construction Program Manager and Design Consultant expenses, and any other costs and expenses relating thereto. 7.7 NOTICE 7.7.1 Notice is defined in Subparagraph 1.1.28. 7.7.2 Contractor acknowledges and agrees that the purpose of the Notice requirements under this Contract is: (1) to enable Owner, the Construction Program Manager and where applicable, the Design Consultant, to fully assess and evaluate, in a timely manner, the matter or item which is the subject of the Notice; (2) to enable Owner, the Construction Program Manager and where applicable, the Design Consultant, to take whatever appropriate action is required in response to such Notice; (3) to permit timely inspections and documentation of matters which may be the subject of such Notice; (4) to permit early resolution of problems or difficulties to which the Notice may relate; (5) to protect the Owner from damage which may otherwise occur to Owner's work, his interests, property, employees, on -going business or facilities or the facilities or business of the Construction Program Manager, Design Consultant or separate contractors, which may be affected by the matter for which Notice is required; and (6) to enable the Owner to mitigate his damages or those which may occur to others, including Contractor, unless such Notice is received timely and in writing. Contractor also acknowledges and agrees that written Notice is preferred to oral Notice or any other method of Notice and is mandatory upon Contractor when Notice is required by the Contract Documents. Therefore, in carrying out the purposes herein set forth, Contractor agrees as follows: 7.7.2.1 When this Contract requires written Notice, no other form of Notice will be acceptable, nor is any other method authorized or effective; 7.7.2.2 The fact that Owner may be present or have representatives at the Project site, or that the Construction Program Manager or Design Consultant may be represented or present at the Project site, or the fact that the Owner, Construction Program Manager or Design Consultant may be perceived as having actual or constructive Notice does not constitute sufficient knowledge of or Notice of matters for which written Notice is required by the Contract Documents. Contractor hereby waives any claim or defense he may have that presence of the Owner, Construction Program Manager or Design Consultant General Conditions of the Contract for Construction 00 72 00 -56 GENERAL CONDITIONS at the Project site constitutes sufficient Notice under this Contract of any matter for which written Notice is required; 7.7.2.3 Except by Change Order, no requirement for written Notice under the Contract Documents, can be waived orally or in any other manner by Owner, Construction Program Manager or Design Consultant or any of his officers, directors, employees, agents or representatives. Contractor hereby waives any claim or defense he may have relating to any oral waiver of the written Notice requirements of this Contract; 7.7.2.4 Written Notice of alleged delays or other conditions affecting Contractor's Work must be given within seven (7) days of the occurrence of the incident or event giving rise to the alleged delay or condition or as soon thereafter as required by the Contract Documents. Contractor shall not be entitled to receive any monetary compensation or time extension as may be authorized or permitted under this Contract, for any additional costs incurred or any delay occurring more than seven (7) days prior to the receipt by Owner and Construction Program Manager of written Notice of the condition or item giving rise thereto. 7.7.2.5 Contractor agrees that the fact Owner, Construction Program Manager or Design Consultant may subsequently receive, review or negotiate a request by Contractor for a time extension or a claim for monetary compensation, does not constitute sufficient Notice under this Contract of the incidents or events giving rise to delays or other conditions affecting the Work for which the time extension or compensation is requested; and strict compliance with the written Notice requirements of this Contract is required concerning all such events or conditions. 7.8 DISPUTE RESOLUTION 7.8.1 Design Consultant will be the initial interpreter of the technical requirements of the Contract Documents and judge of the acceptability of the Work thereunder. In all other instances, the Construction Program Manager shall be the initial interpreter and judge of the requirements of the Contract Documents. 7.8.1.1 Subject to the specific provisions of Article 12 hereof relating to disputes regarding Changes in the Work, claims and disputes of any nature whatsoever, which are not resolved by agreement of the Owner and Contractor, will be referred, in writing, initially by Contractor or Owner to the Construction Program Manager (with a copy to the party against whom the claim is made), with a request for a formal decision in accordance with this Subparagraph 7.8.1. If the matter in dispute should, in the opinion of the Construction Program Manager, be referred to the Design Consultant for a decision in accordance herewith, Construction Program Manager will so refer the claim or dispute to the Design Consultant together with all supporting data supplied by the Contractor. Otherwise, Construction Program Manager will render his decision thereon. 7.8.1.2 Any decision rendered by the Construction Program Manager or Design Consultant herein shall be in writing, and shall be rendered within a reasonable time after receipt of the request therefor and the submission of all data required under this Paragraph 7.8. 7.8.2 Written Notice of each such claim, dispute, and other matter shall be delivered by Contractor as provided in Subparagraph 7.7.2.4. Written supporting data will be submitted to the Construction Program Manager, within sixty (60) days after such occurrence unless Construction Program Manager, in his sole discretion, allows an additional period of time to ascertain or compile data in support of the claim. 7.8.2.1 The time periods set forth in this Paragraph 7.8 relate solely to the administration of pending claims and are neither intended to, nor shall they, modify or affect any General Conditions of the Contract for Construction 00 72 00 -57 ' :1:I =1 :I_1 ; I B1k 111 Eel Ri requirements under the Contract Documents relating to written Notice and the time required therefor or any other time requirements of this Contract. 7.8.2.2 The discretion of the Construction Program Manager to allow an additional period of time under Subparagraph 7.8.2 for the submission of written supporting data relates solely to the administration of pending claims and is not intended to, nor shall it be interpreted as granting the Construction Program Manager authority to waive any written Notice requirements under the Contract Documents. 7.8.3 When functioning as interpreter and judge under this Contract, the Construction Program Manager or Design Consultant, as applicable, will endeavor to act impartially. Contractor and Owner agree that Construction Program Manager and Design Consultant will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. The rendering of a decision by Construction Program Manager or Design Consultant, with respect to any such claim, dispute, or other matter (except any which have been waived by the making or acceptance of final payment) is a condition precedent to the filing by Contractor of any action at law or in equity relating to same. Such decision shall be final and binding upon Contractor, and Contractor waives such claim and covenants not to sue Owner, Construction Program Manager or Design Consultant relating thereto, unless Contractor notifies the Owner in writing of Contractor's exception to such decision within thirty (30) days of Contractor's receipt of the decision of the Construction Program Manager or Design Consultant thereon. 7.8.4 Contractor shall continue to prosecute the Work and adhere to the approved Construction 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 14.1 or as Contractor and Owner may otherwise agree in writing. 7.8.5 Contractor agrees that compliance by Contractor with this Paragraph 7.8 shall be a condition precedent to the filing of any legal action or suit by Contractor relating to any claim or dispute under this Contract. 7.9 ORGANIZED LABOR AGREEMENTS 7.9.1 Contractor shall determine whether the Work or any part thereof may be subject to, and governed by, certain union and /or trade agreements. It shall be the responsibility of the Contractor to obtain a copy of the same from the applicable unions having jurisdiction, to familiarize himself with the terms and conditions thereof and to comply with all portions thereof that are applicable to the Work. In the event of an allegation that the Contractor or any Subcontractor or Sub - subcontractor is not complying with the terms and conditions of such applicable portions, the Contractor shall, upon request of the Construction Program Manager, promptly grant to the Construction Program Manager access to his relevant books and records (or cause such Subcontractor or Sub - subcontractor to grant to the Construction Program Manager access to his relevant books and records). Contractor understands that any labor rates established by union and /or trade agreements governing the Work are minimum rates and may be changed during the period of the Contractor's performance hereunder without Notice to the Contractor. The Owner makes no representation to the Contractor that adequate labor will be available to the Contractor for the proper and timely performance of the Work at the minimum rates established by said union and /or trade agreements, and the Contractor shall have no claim against the Owner on account of additional costs or time he may incur as a result of the unavailability of labor at said minimum rates or as a result of changes in minimum rates under the union and /or trade agreements which may occur during the period of the Contractor's performance hereunder. General Conditions of the Contract for Construction 00 72 00 -58 GENERAL CONDITIONS ARTICLE 8 TIME 8.1 DEFINITIONS 8.1.1 The Contract Time is defined in Subparagraph 1.1.14 hereof. Contractor shall complete his Work within the Specific Dates and the Contract Time. 8.1.2 The date of commencement of the Work is the date established in the Notice to Proceed, which is defined in Subparagraph 1.1.30. If there is no Notice to Proceed, the date of commencement shall be the date of the Owner - Contractor Agreement or such other date as may be established therein. 8.1.3 Substantial Completion of the Work is defined in Subparagraph 1.1.47 hereof. Only incidental corrective work and any final cleaning beyond that needed for the Owner's full use may remain for Final Completion. 8.1.4 Final Completion of the Work is defined in Subparagraph 1.1.22 hereof. 8.1.5 Specific Dates are defined in Subparagraph 1.1.44 hereof. Contractor agrees to complete each and every portion or component of the Work by the Specific Dates indicated in the Special Conditions, including authorized extensions thereto pursuant to the terms of the Contract Documents. Failure of Contractor to comply with any Specific Date under this Contract shall constitute a material breach of this Contract by Contractor, and the Owner shall be entitled to all of the remedies under this Contract and available at law. 8.2 PROGRESS AND COMPLETION 8.2.1 All times, time limits, Specific Dates and the Contract Time stated in the Contract Documents are of the essence of the Contract. 8.2.2 The Contractor shall begin the Work on the date of commencement of the Work as defined in Subparagraph 8.1.2. He shall prosecute the Work expeditiously, with due diligence, and employ all the resources necessary to achieve completion of the Work or designated portions thereof within the Contract Time and the Specific Dates. 8.2.3 Contractor shall strictly comply with all of the requirements of Article 13 hereof. 8.2.4 Contractor acknowledges and agrees that his coordination and cooperation with the Owner, Construction Program Manager, Design Consultant and, if any, separate contractors, is mandatory to ensure timely completion of the Work or any part thereof. Contractor is not entitled, either expressly or impliedly under this Contract, to any relief or compensation because of any plan or schedule of Contractor or any Subcontractor to complete the Work or any portion thereof prior to the Contract Time or a Specific Date thereof, unless otherwise agreed to in writing by Owner. The duties, obligations and warranties of the Owner, Construction Program Manager and Design Consultant shall be consistent with and applicable only to the completion of the Work by the required Specific Dates. 8.2.5 The scheduling information submitted by Contractor, the acceptance or approval thereof by Owner or Construction Program Manager, and the Construction Schedules that may be established or implemented by Contractor, shall not relieve Contractor of any of his obligations under the Contract Documents, including, but not limited to Contractor's General Conditions of the Contract for Construction 00 72 00 -59 GENERAL CONDITIONS obligation to perform and complete the Work by the dates specified in the Contract Documents. 8.3 DELAYS AND EXTENSIONS OF TIME 8.3.1 The Contract Time and any Specific Dates set forth in this Contract may only be changed by a Change Order. No claim by Contractor for an extension of the Contract Time or Specific Dates, other than those timely made as a part of any Change Order request under Article 12, shall be valid or considered by Owner unless made in accordance with and authorized by this Paragraph 8.3. This Paragraph 8.3 shall not allow, nor shall it be construed as allowing, a claim for a time extension which is otherwise disallowed by any other provision of the Contract Documents. 8.3.2 Contractor acknowledges and agrees that the only contractually mandated dates in Contractor's Construction Schedule are the Specific Dates; that except for said dates, the Construction Schedule is a plan or estimate for Contractor's Work which may be revised from time to time; that the general flow of the Work and the duration and sequence of the various activities are flexible and that same may be subject to revision as conditions warrant or require; and that all such revisions shall be in accordance with the requirements of Article 13 hereof and consistent with Contractor's obligations and responsibilities to Owner and separate contractors under this Contract. 8.3.2.1 Contractor agrees that should conditions or Changes in the Work occur which delay any portion of the Work, that Contractor will, to the extent feasible and reasonable, take prompt and timely action, in compliance with the requirements of Article 13 hereof, to adjust or modify the sequence of the Work and the duration of activities therefor; the goal of such action shall be to absorb or adjust for the effect of any such condition or Change so that no adjustment will be required to Specific Dates or the Contract Time or so that the effect of such condition or Change upon the Construction Schedule shall be minimized. The Owner shall pay the costs, as approved by the Construction Program Manager, of schedulers or consultants and computer time necessary to analyze and make adjustments in the Construction Schedule for Owner - requested changes in the Work, unless such schedule adjustments are, in the opinion of the Construction Program Manager, required because of the fault or negligence of Contractor. In endeavoring to make such adjustments, Contractor shall not (if fully in compliance with the notice requirements of this Contract, and the condition or Change is of a nature which may justify a time extension under this Contract) waive any right to request a time extension under this Paragraph 8.3 (unless otherwise waived by Change Order). However, should it be determined by Construction Program Manager that such adjustments were made by Contractor or could have reasonably been made by Contractor without an increase in the direct or indirect cost of labor for the affected Work or without overtime being required to compensate therefor, Contractor shall not be entitled to monetary compensation for the effect of such condition or Change upon the progress of the Work or for a time extension therefor. 8.3.2.2 Owner shall reimburse Contractor for the costs incurred by Contractor in complying with the requirements of Subparagraph 8.3.2.1 hereof, only if Owner is solely responsible for the condition or delay for which such actions were required. 8.3.3 Contractor shall not be entitled to, and hereby waives any right or claim to an extension of time for delays resulting from any conditions or causes unless Contractor shall have fully complied with the requirements of the Contract Documents relating to notice of such conditions or causes, including, without limitation, Subparagraph 7.7.2.4 hereof. Contractor acknowledges and agrees that for the purposes of determining entitlement to a time extension, an activity will not be considered by the Construction Program Manager to have been affected by a claimed delay unless all predecessor activities which are General Conditions of the Contract for Construction 00 72 00 -60 GENERAL CONDITIONS shown on the current Construction Schedule were completed as of the date of said delay and were not, therefore, restraining the completion of said activity on said date. Circumstances and activities leading to such claim shall be indicated or referenced in Contractor's daily report for the day(s) affected; otherwise, all such claims are waived by the Contractor. In every such written request for a time extension, Contractor shall provide the following information: The nature of the delay; 2 The actual date (or estimated or anticipated date) of commencement of delay; Contractor shall include a chronology of the events relating to the delay and a listing of all applicable notifications made by Contractor; 3 A general description of the activities of the Construction Schedule affected by the delay, and /or new activities created by the delay and their relationship with existing activities including, but not limited to the identification of specific critical path activities affected and the dates each activity was affected; 4 Identification of person(s) or organization(s) or event(s) responsible for the delay; 5 Anticipated or estimated extent of the delay; 6 Recommended action to avoid or minimize the effect of the delay; and 7 In the case of Changes ordered in the Work, Contractor must furnish a sub - network showing the specific Work required by the Change and the manner in which the changed Work will be incorporated into the Construction Schedule. 8.3.4 In the event Contractor requests an extension of time, he shall comply with the requirements of Article 13 hereof and, in addition, shall furnish such justification and supporting evidence as the Construction Program Manager may deem necessary for a determination of whether or not the Contractor is entitled to an extension under the provisions of this Contract. The burden of proof to substantiate a claim for an extension of time shall rest with the Contractor, including, but not limited to evidence that the cause was wholly beyond the control and without the fault or negligence of Contractor or any Subcontractor, Sub - subcontractor or Supplier. 8.3.4.1 Any determination under this Paragraph 8.3 shall be based upon (1) the criteria and requirements set forth in the Contract Documents, including, but not limited to Article 13 hereof; (2) Contractor's Construction Schedule for the Work (updated to reflect actual Project status at the time the delay occurred); and (3) all data relevant thereto; provided, however, that should the Contractor's latest update of the Construction Schedule, in the opinion of the Construction Program Manager, not be feasible, realistic or accurate, said schedule shall not be a consideration in the making of any determination of a time extension request under this Paragraph 8.3. 8.3.4.2 Contractor acknowledges and agrees that actual delays (whether due to Changes or other causes) which according to Contractor's Construction Schedule (updated to reflect actual status of the Work when the delays occurred) do not affect the Contract Time or Specific Dates, will not be the basis for an adjustment in the Contract Time or Specific Dates. The Contractor acknowledges and agrees that time extensions will be granted only to the extent that delays, for which an extension of time is given under this Contract, exceed the loss of available positive float in the Construction Schedule, updated as of the time the delays occurred and then only to the extent that the delays, in the opinion of the Construction Program Manager, actually adversely affected the Work of Contractor and were beyond the control and without the fault of Contractor. General Conditions of the Contract for Construction 00 72 00 -61 GENERAL CONDITIONS 8.3.4.3 Contractor acknowledges and agrees that a delay which may affect a Specific Date, and for which a time extension may be authorized under this Contract for said Specific Date, may not necessarily require a time extension of the Contract Time after Contractor reschedules activities as required by Subparagraph 8.3.2.1. Such a determination will be made by the Construction Program Manager on a case by case basis. 8.3.4.4 Concurrent delays are defined as two or more delays or areas of work slippage which are independent of one another and which, if considered individually, would each adversely affect completion of the Work by a Specific Date. Contractor acknowledges and agrees that the following criteria may be utilized by the Construction Program Manager in evaluating the Contractor's entitlement to an extension of any Specific Date when concurrent delays exist: If the current Construction Schedule, in the sole opinion of the Construction Program Manager, indicates two or more concurrent delays, with one analyzed by the Construction Program Manager to be the responsibility of the Owner and the other analyzed to be the responsibility of Contractor, Contractor shall only be entitled to a time extension (assuming he is otherwise entitled thereto under the provisions of the Contract Documents) only if the Owner - caused delay adversely affects the main Project critical path and if the delay is shown by the Construction Schedule, as approved by the Construction Program Manager, to extend the Specific Date for Final Completion of the Work by a greater amount than the other concurrent delay which is the responsibility of Contractor. In such an event, the amount of the time extension will only be that amount of time by which the Owner - caused delay exceeds the Contractor - caused delay as determined by the Construction Program Manager; or .2 If the Construction Schedule indicates, in the opinion of the Construction Program Manager, concurrent delays with some possibly the fault of the Owner and some the fault of the Contractor, and if the Contractor - caused delays are analyzed by the Construction Program Manager to be the main determining cause of any required extension to the Specific Date for the Final Completion of the Work, then Contractor shall not be entitled to any time extension for any of the concurrent delays. 8.3.5 Contractor may be entitled to an extension of the Contract Time or Specific Dates, but no increase in the Contract Sum, for delays arising from unforeseeable or unavoidable causes or conditions which are beyond the control of and without the fault or negligence of Contractor, his Subcontractors, Sub - Subcontractors or Suppliers, or any of their employees, agents, representatives or any other persons or entities providing services or materials to Contractor, as follows: 8.3.5.1 Labor disputes and strikes (including strikes affecting transportation), based upon the following conditions: (1) the strike directly and critically affects and delays the progress of the Work and the achievement of a Specific Date or completion within the Contract Time, or both; (2) the strike was not caused by the breach of any union or trade agreement by Contractor or any Subcontractor, Sub - subcontractor or Supplier; (3) notice of the potential for said strike was not given in the Information for Bidders, and the strike was, in the opinion of the Construction Program Manager, unforeseeable and was not contemplated by Contractor at the time of bid; and (4) the delay could not have been avoided by Contractor through proper planning and coordination and the timely purchase of materials, equipment or supplies. Under no circumstances shall an extension of the Contract Time or a Specific Date exceed the actual number of days of said strike; General Conditions of the Contract for Construction 00 72 00 -62 GENERAL CONDITIONS 8.3.5.2 Acts of God, tornado, fire, hurricane, cyclone, blizzard, earthquake, typhoon or flood that damage completed Work or stored materials or equipment; provided, however, that Contractor was in full compliance with the requirements of this Contract regarding the protection of such Work or stored items; 8.3.5.3 Abnormal inclement weather, based upon the following requirements: Contractor agrees that the Contract Time and any Specific Dates under this Contract will not be extended due to normal inclement weather. For a time extension to be granted for abnormal inclement weather: (1) such weather must, in the opinion of the Construction Program Manager, actually have an adverse effect upon the progress of Contractor's Work which is of a critical nature; and (2) in the opinion of the Construction Program Manager, the adverse effect must not be due to any fault or negligence of Contractor and could not have been avoided by Contractor through proper planning, coordination and implementation of adequate weather protection necessary to allow the Work to be continued without adverse effect upon labor production. Contractor agrees that the fact abnormal inclement weather may occur does not, of itself, justify any time extension hereunder; 2 Contractor agrees that he shall not be entitled to a time extension for normal inclement weather which can be expected at the Project locale due to precipitation or temperature, based upon actual data from the U. S. Department of Commerce, National Oceanic and Atmospheric Administration (NOAA) for the locale of the Project. Contractor acknowledges and warrants that in making his proposal or bid and Construction Schedule for the Work, he gave due care and consideration to this expected number of calendar days of inclement weather for the locale of the Project and allowed therefor. During the time of performance, should the expected number of calendar days of inclement weather for the locale of the Project be less than originally anticipated by Contractor and Owner at the time of contracting, those days not so affected by inclement weather shall be utilized month for month for schedule adjustments pursuant to Subparagraph 8.3.2.1 hereof; .3 Contractor agrees that the measure of abnormal inclement weather due to precipitation or temperature during the period covered by this Contract shall be the number of days in excess of those shown in the weather data referenced in Subparagraph 8.3.5.3.2 hereof, in which precipitation exceeded .01 inch (or in the case of snow or ice pellets, 1 inch or more), or in which the highest temperature was 32 degrees F. or below; 4 No extension of time will be made for abnormal inclement weather after the principal portions of the Work are enclosed except for site work which critically affects the Contract Time or Specific Dates. For the purpose of this Paragraph 8.3, the term "enclosed" is defined to mean when the Work is sufficiently closed in (exterior walls up and roof in place) so as to permit any structure, or major portion thereof which is part of the Work, to be adequately heated so as to allow the various trades to perform their work. The Construction Program Manager shall determine when the structure is "enclosed" and shall issue, upon the request of Contractor, a letter certifying the date the Work became enclosed for the purposes hereof; and .5 If the total calendar days lost due to inclement weather, from the start of the Work at the Project site by Contractor until the principal portions of the Work are enclosed, exceeds the total number of days to be expected for the same period, a time extension, if granted, shall only be the number of calendar days needed to General Conditions of the Contract for Construction 00 72 00 -63 GENERAL CONDITIONS equal the excess number of calendar days lost due to such abnormal inclement weather. 8.3.5.4 Acts of the public enemy, acts of a State, Federal or local government in its sovereign capacity, which are not the result of any acts or omissions of Contractor or any of his Subcontractors, Sub - subcontractors or Suppliers. 8.3.6 Contractor shall, subject to the other provisions of this Paragraph 8.3 and the Contract Documents, be entitled to a time extension (but no adjustment in the Contract Price and no money damages for direct or indirect costs) for delays, disruptions, hindrances, suspension of work, interference with Contractor's Work, changes in sequence, congestion of work areas, access difficulties or other conditions adversely affecting the Work which are caused by any act or omission of Owner, Construction Program Manager or Design Consultant or any of their agents, employees, consultants, or any act or omission of any testing agency employed by Owner or any representative of any public authority having jurisdiction of the Project. 8.3.6.1 Contractor shall not be entitled to an extension of time for failure of Construction Program Manager or the Design Consultant to review or respond in a timely manner to Contractor Submittals or Contractor requests for information, clarifications, interpretations, or proposed Change Orders, unless and until: (1) the time of response to such submittals or requests exceeds the time allowed by the Contract Documents or the time allowed by the procedures established under Subparagraph 3.3.6 of the General Conditions by the Construction Program Manager for such items; or, if no time is so stated, until twenty (20) days after demand is made for same by Contractor; and (2) the request is reasonable and timely made by Contractor; and (3) in the opinion of the Construction Program Manager, the failure to so respond timely, directly and critically affects the progress of the Work. 8.3.7 Any time extension granted under this Paragraph 8.3 shall be included in Contractor's latest update of the Construction Schedule and the schedule adjusted appropriately thereby, in accordance with the requirements of Article 13 hereof. 8.3.8 No extension of time granted under this Paragraph 8.3 shall relieve the Contractor from full responsibility for compliance with all of the requirements of the Contract Documents, nor shall it be deemed a waiver by the Owner of his right to terminate this Contract for default of Contractor under Paragraph 14.3 hereof. 8.3.9 No claim by Contractor for a time extension under this Contract shall be valid or allowable if asserted after final payment. 8.4 LIQUIDATED DAMAGES FOR DELAY 8.4.1 The damages incurred by the Owner due to the Contractor's failure to complete the Work or portions thereof by the Contract Time or the Specific Dates including any extensions thereof under this Contract shall be in the amount set forth in the Contract Documents for each consecutive calendar day beyond each Specific Date (Sunday and all holidays included) for which the Contractor shall fail to complete the Work or designated portion thereof. 8.4.2 The amount of liquidated damages provided in this Contract is neither a penalty nor a forfeiture and shall compensate the Owner solely for the Owner's inability to use or otherwise have available the Work, or any portion thereof, for its intended purpose by the Specific Dates set forth in the Contract Documents. General Conditions of the Contract for Construction 00 72 00 -64 GENERAL CONDITIONS 8.4.3 If during the course of Contractor's performance of the Work it becomes apparent to the Construction Program Manager that Contractor will not complete the Work or portions thereof in accordance with the Specific Dates or the Contract Time, Owner may retain the estimated amount of liquidated damages for which Contractor will be liable to Owner under this Contract from amounts otherwise certified as payable to Contractor under Article 9. ARTICLE 9 PAYMENTS AND COMPLETION 9.1 DEFINITION 9.1.1 The Contract Price or Sum is defined in Subparagraph 1.1.13. 9.2 VALUES OF CONSTRUCTION ACTIVITIES 9.2.1 As part of his preparation of his Construction Schedule in accordance with Article 13 hereof, and before his first Application for Payment, Contractor shall submit to the Construction Program Manager a Schedule of Values for construction activities of said Schedule; these values shall be supported by such data as, in the opinion of the Construction Program Manager and the Owner, is reasonably necessary to substantiate its accuracy. These values, unless objected to by the Construction Program Manager, shall be used as a basis for the Contractor's Applications for Payment and only for this purpose. 9.2.1.1 Contractor agrees that he will not "front end load" the values of his construction activities but will set forth in his schedule of values an accurate and reasonable amount for activities. 9.3 APPLICATIONS FOR PAYMENT 9.3.1 On or about the dates specified in the Contract Documents, Contractor shall meet with the Construction Program Manager and submit a completed progress report in accordance with the requirements of Article 13 hereof, supported by such data substantiating the Contractor's right to payment as the Owner or Construction Program Manager may require. Contractor shall also certify that he has paid all due and payable amounts for which previous certificates for payment were issued and payments received from the Owner. 9.3.1.1 The submission and approval of the Construction Schedule and monthly updates thereof as required by Article 13 hereof shall be an integral part and basic element of the Application upon which progress payment shall be made. The Contractor shall be entitled to progress payments only upon substantial compliance with all the requirements of this Article 9, which compliance shall be a condition precedent to the processing of Contractor's Applications. 9.3.2 Progress payments will be made for Work completed through the dates set forth in the section of the Special Conditions entitled "Schedule of Progress Payments" and, if authorized under Subparagraph 9.3.4 hereof, for materials delivered and properly stored in accordance with the Contract Documents. No progress payments will be made after the last date listed in the "Schedule of Progress Payments" until final payment; provided, however, that if extensions in the Contract Time total thirty (30) days or more, there shall be additional progress payments for each full thirty (30) days of such extensions. General Conditions of the Contract for Construction 00 72 00 -65 CrI: U I x:7_1 W E el il_!7111 Eel i�� 9.3.3 Owner will retain ten percent (10 %) of the amount of all progress payments until the Work is finally completed and accepted and Contractor has fully complied with all requirements of the Contract Documents, whether or not the Owner has occupied any or all of the Work before such time. However, if the Owner, at any time after fifty percent (50 %) of the Work has been completed, finds that satisfactory progress is being made, he may, in his sole discretion and at his sole option, authorize payment to the Contractor in full for each Progress Payment for Work performed beyond the fifty percent (50 %) stage of completion. However, if Contractor fails, in the opinion of the Construction Program Manager or Owner, to continue satisfactory progress of the Work thereafter, Owner may, in his sole discretion and at his sole option, revoke his previous authorization and recapture retention previously released or not retained as authorized by this Subparagraph. Provided, however, that it is understood and agreed that Contractor is not entitled to any automatic reduction in retainage under this Contract. Any reductions in retainage or further withholding are at the sole discretion of the Owner. 9.3.4 Payments may be made by the Owner at his sole discretion, on account of materials or equipment not incorporated in the Work but delivered and suitably stored at the site by the Contractor. Payments for materials or equipment stored on the site shall only be considered if Contractor submits documentation (for example, releases or paid invoices from the seller or Supplier) to the Construction Program Manager, evidencing to the satisfaction of the Construction Program Manager that Contractor has acquired title to such materials or equipment, that it will be utilized as part of the Work under this Contract and that it is satisfactorily stored, protected, and insured or that other procedures satisfactory to the Construction Program Manager that will protect the Owner's interests have been taken. Materials once paid for by the Owner become the property of the Owner and may not be removed from the Project site without the Owner's written direction or permission. Materials delivered to and stored at the Project site, but not yet paid for by Owner, are subject to the requirements of Subparagraph 4.5.7. 9.3.5 The Contractor warrants that title to all Work (including all materials and equipment) within the scope of an Application for Payment will pass to the Owner either by incorporation in the construction or upon the receipt of payment by the Contractor from Owner, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances (hereinafter referred to in this Article 9 as "liens "); and that no Work, materials or equipment covered by Application for Payment will have been acquired by the Contractor, or by any other person performing or furnishing any portion of the Work for Contractor, subject to an agreement under which a security interest therein or any other encumbrance thereon is retained by the seller or Supplier, or is otherwise imposed thereon by Contractor or such other person. 9.4 CERTIFICATES FOR PAYMENT 9.4.1 The Construction Program Manager will, within a reasonable time after receipt of the properly executed Contractor's Application for Payment, issue a Certificate for Payment to the Owner, with a copy to the Contractor, for such amount as the Construction Program Manager determines is properly due, or notify the Contractor in writing of his reasons for withholding a Certificate, or a portion of the progress payment otherwise due, as provided in Subparagraph 9.6.1. 9.4.2 The signing of a Certificate for Payment will constitute a representation by the Construction Program Manager to the Owner, based upon his observations at the site pursuant to his agreement with the Owner, and the data comprising the Application for Payment, that the Work has progressed to the point indicated; that, to the best of his knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests General Conditions of the Contract for Construction 00 72 00 -66 GENERAL CONDITIONS required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Certificate); and that the Contractor is entitled to payment in the amount certified. However, by signing a Certificate for Payment, the Construction Program Manager shall not thereby be deemed to represent that he has made exhaustive or continuous on -site inspections to check the quality or quantity of the Work or that he has reviewed the construction means, methods, techniques, sequences or procedures of Contractor, or that he has made any examinations to ascertain how or for what purpose the Contractor has used the monies previously paid on account of the Contract Sum. 9.5 PROGRESS PAYMENTS 9.5.1 After a Certificate for Payment has been issued, the Owner shall make payments in the manner and within the time provided in the Contract Documents or, if no time is therein stated, within a reasonable time. 9.5.2 The Contractor shall promptly pay each Subcontractor, Sub - subcontractor and Supplier performing labor or furnishing material for the Work, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's Work or Supplier's material or equipment, the amount to which said Subcontractor or Supplier is entitled, reflecting the percentage actually retained by Owner, if any, from payments to the Contractor on account of such Subcontractor's Work or Supplier's material or equipment. The Contractor shall, by an appropriate agreement with each Subcontractor, also require each Subcontractor to make payments to his Sub - subcontractors and Suppliers in similar manner. 9.5.3 Notwithstanding any provision in this Contract to the contrary, Construction Program Manager may, at his sole discretion, upon the request from any Subcontractor or Supplier, furnish to same, if practicable, information regarding the percentages of completion or the amounts applied for by the Contractor and the action taken thereon by the Construction Program Manager on account of Work done by such Subcontractor or Supplier. Owner may also have right to get information from Subcontractor regarding how much they have been paid, how much is still owing for Work in place, etc. 9.5.4 Owner and the Construction Program Manager shall have no obligation to pay any monies to any Subcontractor, Sub - subcontractor or Supplier. Provided, however, that Owner shall, in his sole discretion, have the right, but no obligation, to make payments directly to any person supplying labor, materials or equipment for the Work in lieu of paying Contractor there for or make joint payment to any such person and the Contractor. Any amounts so paid shall be credited against the Contract Sum. The Contractor shall cooperate with the Owner to facilitate any such direct payment and shall provide such evidence as the Owner may request for purposes of determining any amount to be paid directly, as aforesaid. 9.5.5 No Certificate for a progress payment, or any progress payment, or any partial or entire use or occupancy of the Project by the Owner, shall constitute an acceptance of any Work not in accordance with the Contract Documents. 9.5.6 The Contractor agrees to keep the Work and the site of the Project free and clear of all liens related to labor and materials furnished in connection with the Work. Furthermore, Contractor waives any right he may have to file any type of lien in connection with the Work. Contractor shall include the requirements of this Subparagraph in each subcontract or purchase order, the intent being to keep the Project free and clear of all liens at all times. General Conditions of the Contract for Construction 00 72 00 -67 GENERAL CONDITIONS 9.5.6.1 If a lien of any nature is filed against the Project or Owner's property (or with Owner in the case of a tax lien) relating in any way to the Work of Contractor, or if there are reasonable grounds, in the opinion of the Construction Program Manager, to believe that it is probable such a lien may be filed at any time during the progress of the Work or within the duration of this Contract, the Owner may, in his sole discretion and at his sole option, withhold from any payment due the Contractor a sum sufficient, in the opinion of the Construction Program Manager, to pay all obligations and expenses necessary to satisfy such lien or anticipated lien. The Owner may withhold such amount unless or until Contractor, within ten (10) days after demand there for by the Construction Program Manager, shall furnish satisfactory evidence that the indebtedness and any lien in respect thereof has been satisfied, discharged and released of record, or that the Contractor has legally caused such lien to be released of record pending the resolution of any dispute between the Contractor and the person or persons filing such lien. If the Contractor shall fail to furnish such satisfactory evidence within ten (10) days of the demand therefor, the Owner may require Contractor's surety to bond off said lien or encumbrance; or the Owner, in his sole discretion, may discharge such indebtedness and deduct the amount thereof, together with any and all losses, costs, damages and attorney's fees suffered or incurred by the Owner from any sum payable to the Contractor under the Contract Documents, including but not limited to final payment and retained percentage. This Subparagraph 9.5.6 shall be specifically included by Contractor in all subcontracts and purchase orders entered into by Contractor in connection with the Work. 9.6 PAYMENTS WITHHELD 9.6.1 The Construction Program Manager may decline to certify payment and may withhold his Certificate in whole or in part, to the extent reasonably necessary to protect the Owner, if in his opinion he is unable to make representations to the Owner as provided in Subparagraph 9.4.2. If the Construction Program Manager is unable to make representations to the Owner as provided in Subparagraph 9.4.2 and to certify payment in the amount of the Application, he shall notify the Contractor as provided in Subparagraph 9.4.1. If the Contractor and the Construction Program Manager cannot agree on a revised amount, the Construction Program Manager shall promptly issue a Certificate for Payment for the amount for which he is able to make such representations to the Owner. The Construction Program Manager may also decline to certify payment because of subsequently discovered evidence or subsequent observations, and he may nullify the whole or any part of any Certificate for Payment previously issued to such extent as may be necessary in his opinion to protect the Owner from loss, because of: .1 Defective work not remedied; .2 Third party claims filed, whether in court, in arbitration or otherwise, or reasonable evidence indicating probable filing of such claims; .3 Failure of the Contractor to make payments properly to Subcontractors or Suppliers for labor, materials, or equipment; .4 Reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 Damage to the Owner, Construction Program Manager, Design Consultant, a separate contractor or utility owner; .6 Reasonable evidence that the Work will not be completed within the Contract Time, or within the applicable Specific Dates established in the Contract Documents. In the event Contractor is more than fourteen (14) days behind the latest approved Construction Schedule for the Work, Owner shall have the right, General Conditions of the Contract for Construction 00 72 00 -68 GENERAL CONDITIONS at his sole option and in his sole discretion, to withhold all further progress payments under this Contract until Contractor provides a Recovery Schedule or Schedule Revision, in full compliance with the requirements of Article 13 hereof, which is approved by the Construction Program Manager, demonstrating that the Work, or designated portion thereof, will be completed within the Specific Dates and the Contract Time; .7 Failure or refusal of the Contractor to carry out the Work in accordance with or to otherwise substantially or materially comply with the Contract Documents, including, but not limited to, the requirements of Article 4 hereof; .8 Liens filed or reasonable evidence that a lien may be filed for any portion of the Work; .9 Failure or refusal of the Contractor to properly schedule and coordinate the Work, to provide progress schedules, reports and updates, or to otherwise substantially comply with Article 13 hereof; .10 Failure or refusal of the Contractor to substantially comply with the provisions of Article 6 hereof; or .11 Failure to submit required documents, data or submittals within the time periods specified in the Contract Documents. 9.6.2 When the above grounds in Subparagraph 9.6.1 are removed, payment shall be made for amounts withheld because of them. 9.7 FAILURE OF PAYMENT 9.7.1 If the Owner does not make payment to the Contractor within the time provided for elsewhere in the Contract Documents, or if no time is stated, within a reasonable time, after receipt of the Contractor's approved Application for Payment from the Construction Program Manager; and if the Contractor is not responsible for such failure; and if the Owner is otherwise not entitled under the Contract Documents or applicable law to withhold payment, Contractor shall give Owner written Notice thereof within seven (7) days of such failure to make payment. Should the Owner fail, within fourteen (14) days of receipt of such Notice from the Contractor, to make payment to Contractor or to specify, in writing, his justification for withholding or not making payment, Contractor may stop the Work until payment of the amount owing according to the Contract Documents has been received. In such event, the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut -down, delay and start-up, which shall be effected by appropriate Change Order as provided herein. Should Owner specify to Contractor, within the fourteen (14) day period stated above, the basis for the Owner's refusal to make payment, such decision of the Owner shall be final and binding upon the Contractor unless the Contractor, within seven (7) days of the receipt of such writing from the Owner, notifies the Construction Program Manager pursuant to Paragraph 7.8 hereof. All disputes regarding payment shall be resolved in accordance with Paragraph 7.8. 9.8 PARTIAL UTILIZATION AND OCCUPANCY BY OWNER 9.8.1 Owner reserves the right, at his option and convenience, for Partial Utilization, as defined in Subparagraph 1.1.32, of all or any part of the Work at any time prior to completion of the Work, upon two (2) days written Notice to Contractor. The Owner shall use his best efforts to prevent such Partial Utilization from interfering with the performance of the remaining Work. Owner shall be liable to Contractor for any reasonable additional costs incurred by Contractor solely as a result of such Partial Utilization, unless such utilization General Conditions of the Contract for Construction 00 72 00 -69 GENERAL CONDITIONS was specifically provided for the Contract Documents or was required because of Contractor's failure to complete the Work or any portion thereof in accordance with the Specific Dates. 9.8.2 Partial Utilization by the Owner pursuant to Subparagraph 9.8.1 hereof shall not constitute acceptance by Owner, Design Consultant or the Construction Program Manager of the completed Work or any portion thereof; shall not constitute or be deemed as acceptance of the Work so occupied as being Substantially Complete, as defined in Subparagraph 1.1.47, or the equivalent of same; shall not relieve Contractor of his full responsibility for warranties and for correcting defective Work and repairing the Work as required by the Contract Documents; and shall not entitle Contractor to any increase in the Contract Sum or any extension of any Specific Dates, except as otherwise provided in Subparagraph 9.8.1 hereof. 9.9 SUBSTANTIAL COMPLETION 9.9.1 When the Contractor considers that the Work, or a designated portion thereof which is acceptable to the Owner, is Substantially Complete as defined in Subparagraph 1.1.47, the Contractor shall prepare and submit to the Construction Program Manager a list of items which in Contractor's opinion remain to be completed or corrected and shall request in writing that the Design Consultant and the Construction Program Manager perform a Substantial Completion inspection. The Design Consultant, with the assistance of the Construction Program Manager, as appropriate, shall review the Contractor's list and shall compile a separate list of items to be corrected and completed. The failure of Construction Program Manager or Design Consultant to include any items on such List does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. When the Design Consultant and the Construction Program Manager, on the basis of an inspection, jointly determine that the Work or designated portion thereof is substantially complete, they will then prepare a Certificate of Substantial Completion which shall establish the Date of Substantial Completion, shall state the responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities, damage to the Work, and insurance, and shall fix the time within which the Contractor shall complete the items on the Punch List. Unless otherwise provided in the Contract Documents or the Certificate of Substantial Completion, warranties required by the Contract Documents shall commence on the Date of Final Completion of the Work or designated portion thereof; for any items on the Punch List which are not complete on the Date of Substantial Completion, warranties shall commence upon Final Completion. The Certificate of Substantial Completion shall be submitted to the Owner and the Contractor for their written acceptance of the responsibilities assigned to them in such Certificate. 9.9.2 Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Construction Program Manager and the Design Consultant, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work or portion thereof, as provided in the Contract Documents. Owner, at his sole option may withhold as retainage all monies which, in the opinion of Construction Program Manager, are necessary to ensure completion of the Punch List or other outstanding items, including, but not limited to the settlement and release of any outstanding liens or claims. 9.9.3 The acceptance of Substantial Completion payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the Application for Payment for Substantial Completion, and except for the retainage sums due at Final Completion. General Conditions of the Contract for Construction 00 72 00 -70 GENERAL CONDITIONS 9.9.4 The Contractor shall complete all items on the Punch List to the satisfaction of the Design Consultant and Construction Program Manager. The Owner and the Construction Program Manager shall have the option to correct or conclude any and all Punch List items not completed by the Contractor within the required time from the Date of Substantial Completion by utilizing his own forces or by hiring others. The cost of such correction of remaining Punch List items shall be deducted from the final payment otherwise due the Contractor. However Owner may, in his sole discretion, retain the amount due Contractor for uncompleted Punch List items, in which case Contractor will be relieved of his responsibility for completion of the applicable Punch List items; provided, however, that warranties and guarantees of Contractor shall remain applicable to such uncompleted Work, in which case the warranty or guarantee period shall commence on the date of Final Completion in accordance with Subparagraph 9.9.1. 9.9.5 The issuance of the Certificate of Substantial Completion does not indicate final acceptance of the project by the Owner, and the Contractor is not relieved of any responsibility for the Work except as specifically stated in the Certificate of Substantial Completion. 9.9.6 Should the Design Consultant and the Construction Program Manager determine that the Work or the portion thereof designated by Contractor pursuant to Subparagraph 9.9.1 is not Substantially Complete, they shall provide the Contractor a written Notice stating why the Work or designated portion thereof is not Substantially Complete. The Contractor shall expeditiously complete the Work and shall re- request in writing that the Design Consultant and the Construction Program Manger perform a Substantial Completion inspection. Contractor shall pay Owner for all costs associated with such re- inspection by the Construction Program Manager and Design Consultant. 9.10 FINAL COMPLETION AND FINAL PAYMENT 9.10.1 Upon receipt of all documentation required by Subparagraph 9.10.2, and of written Notice from Contractor that the Work is ready for final inspection and acceptance, and upon receipt of a final Application for Payment, the Design Consultant and the Construction Program Manager will promptly make such inspection. When they find the Work acceptable under the Contract Documents and the Contract fully performed, they will jointly issue a final Certificate for Payment stating that to the best of their knowledge, information and belief, and on the basis of their observations and inspections, the Work has been completed in accordance with the terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor, and noted in said final Certificate, is due and payable. The final Certificate for Payment will constitute a further representation that all the conditions precedent to the Contractor's being entitled to final payment as set forth in the Contract Documents appear to have been fulfilled. Payment shall be made in full to the Contractor within a reasonable time of the date of the Final Certificate of Payment provided that the requirements of this Article 9 and all other requirements of the Contract Documents have been fulfilled, except for an amount mutually agreed upon for any Work remaining uncompleted for which the Owner is entitled a credit under the Contract Documents. 9.10.2 Neither the final payment nor the remaining retained percentage shall become due until the Work is free and clear of any and all liens and the Contractor submits to the Construction Program Manager: An affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or his property might in any way be responsible, have been paid or otherwise satisfied; 2 Consent of surety, if any, to final payment; General Conditions of the Contract for Construction 00 72 00 -71 GENERAL CONDITIONS 3 If required by the Construction Program Manager, other data establishing payment or satisfaction of all such obligations, such as receipts, releases and waivers of liens arising out of the Contract, to the extent and in such form as may be designated by the Construction Program Manager; .4 All Contract Documents (except one set thereof to be retained by Contractor), including a complete set of record documents as required by Subparagraph 4.2.3 hereof, Record Drawings, operation and maintenance manuals, required certifications, and other Project close -out submittals required by the Contract Documents; 5 A written certification that: The Contractor has reviewed all of the requirements of the Contract Documents; .2 The Work has been inspected by the Contractor for compliance with all requirements of the Contract Documents; .3 The Work complies in all respects with the requirements of the Contract Documents; .4 All equipment and systems have been installed in accordance with the Contract Documents and have been tested in accordance with specification requirements and are operational; .5 The Work is complete in all respects; 6 Any governmental certificates required by the Contract Documents or otherwise to evidence compliance of the Work and the Contractor with applicable laws, ordinances, rules, codes and regulations have been received; and 7 The required use and occupancy permits for the Project have been obtained. 9.10.3 If any Subcontractor or Supplier refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify Owner against any loss. If any such lien or claim remains unsatisfied after all payments are made, the Contractor shall refund to the Owner all moneys that the latter may be compelled to pay in discharging such lien or claim, including all costs and reasonable attorneys' fees. However, the Owner may in his sole discretion withhold from the final payment any sum that the Owner has reason to believe may be needed to satisfy any lien, claim or threat of lien arising from the Work. 9.10.4 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by the issuance of Change Orders affecting final completion, and the Construction Program Manager so confirms, the Owner shall, upon application by the Contractor and certification by the Construction Program Manager and the Design Consultant, 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 for Work not fully completed or corrected is less than the retainage stipulated in the Contract Documents, and if bonds have been furnished as provided in Paragraph 7.4, 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 the Contractor to the General Conditions of the Contract for Construction 00 72 00 -72 GENERAL CONDITIONS Construction Program Manager prior to certification of 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 for the Work not completed. 9.10.5 The making of final payment shall constitute a waiver of all claims by the Owner against the Contractor except those arising from: Unsettled liens, and claims against the Owner, the Construction Program Manager, or the Design Consultant, or his employees, agents, or representatives; .2 Faulty, defective or non - conforming Work discovered or appearing after Substantial or Final Completion; .3 Failure of the Work to comply with the requirements of the Contract Documents; .4 Terms of any warranties contained in or required by the Contract Documents; .5 Damages incurred by the Owner resulting from lawsuits brought against the Owner, the Construction Program Manager, the Design Consultant, or his agents, employees or representatives because of failures or actions on the part of the Contractor, his Subcontractors, Sub - subcontractors, Suppliers or any of his employees, agents or representatives; or .6 Fraud or bad faith committed by the Contractor or any Subcontractor, Sub - subcontractor or Supplier during performance of Work but discovered by Owner after Final Payment. 9.10.6 The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and in full compliance with all requirements of the Contract Documents, and identified by the Contractor as unsettled at the time of the final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY 10.1 RESPONSIBILITY FOR SAFETY AND HEALTH 10.1.1 Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. This requirement applies continuously throughout the performance of this Contract by Contractor, until Final Completion of the Work, and is not limited to regular working hours. 10.1.2 The Safety Program of Contractor shall include within its scope a drug and alcohol interdiction policy. The purpose of the policy shall be to create a project site free from any form of drug or alcohol abuse which will in turn assist in the maintenance by Contractor of a safe working environment for all persons present on the project site. The policy shall prohibit the possession or use of any illegal and unauthorized drugs and alcohol on the project site by an employee or subcontractor for whom Contractor is responsible. 10.1.3 The Owner, Construction Program Manager, Design Consultant, or his agents, employees or representatives are not responsible for the means, methods, techniques, General Conditions of the Contract for Construction 00 72 00 -73 GENERAL CONDITIONS sequences or procedures utilized by the Contractor, or for safety precautions and programs in connection with the Work. Owner, Construction Program Manager and Design Consultant have no obligation or responsibility under this Contract to review, approve, inspect or enforce any safety precautions and programs of Contractor. 10.1.4 Contractor agrees that the presence and work of any separate contractors or utility owners on the Project site, and the presence of representatives of Owner, Construction Program Manager or Design Consultant at the Project site and the activities, duties or observations of any of them relating to the Work or Project, shall not diminish or limit in any way Contractor's responsibilities for safety precautions and programs for the Work, as required by this Article 10. Contractor shall cooperate and coordinate with all separate contractors and utility owners regarding all such safety precautions and programs. 10.1.5 Any Notice given to the Contractor by the Owner, the Construction Program Manager or the Design Consultant of a safety or property protection violation will not: (1) relieve the Contractor of sole and complete responsibility for the violation and the correction thereof, or of sole liability for the consequences of said violation; (2) impose any obligation upon Owner, Construction Program Manager or Design Consultant to inspect or review Contractor's safety program or precautions or to enforce Contractor's compliance with the requirements of this Article 10; and (3) impose any continuing obligation upon Owner, Construction Program Manager or Design Consultant to provide such Notice to Contractor or any other person or entity. 10.2 SAFETY OF PERSONS AND PROPERTY 10.2.1 The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection for persons and property. Contractor shall immediately remedy any condition in violation of this Article 10, the Contractor's safety program or applicable rules, codes, laws, regulations or orders of any public authority having jurisdiction, to prevent damage, injury or loss to: All employees of Contractor or any Subcontractors, Sub - subcontractors, Suppliers or Installers involved in the Work; 2 All employees of any separate contractor or utility owner working on the Project site; 3 All other persons, including without limitation the employees, agents, guests, visitors, invitees and licensees of the Owner, Construction Program Manager or Design Consultant; .4 All the Work, materials and equipment to be incorporated therein, whether in storage on or off the site, and under the care, custody or control of the Contractor or any of his Subcontractors, Sub - subcontractors or Suppliers; machinery and equipment shall be properly guarded, and all hazards shall be eliminated in accordance with all applicable safety regulations; and Other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. 10.2.2 All Work, whether performed by Contractor, his Subcontractors, Sub - Subcontractors or Suppliers, or anyone directly or indirectly employed by any of them, and all equipment, appliances, machinery, materials, tools and like items incorporated or used in the Work, shall comply with, and conform to: all applicable laws, ordinances, rules, regulations and orders of any public authority having jurisdiction, relating to the safety of persons and General Conditions of the Contract for Construction 00 72 00 -74 GENERAL CONDITIONS their protection against injury; and all rules, regulations and requirements of Owner and its insurance carriers relating thereto, if any; in the event of conflicting requirements between the foregoing, the most stringent shall govern. 10.2.3 Contractor shall designate a responsible member of his organization at the Project site whose duties shall be to enforce Contractor's safety programs and precautions, to ensure compliance with this Article 10, and to prevent accidents. This person shall be the Contractor's Superintendent unless Contractor designates someone else in writing to the Construction Program Manager. Such person shall be acceptable to the Construction Program Manager. 10.2.4 The Contractor shall at all times safely guard the property of Owner, Construction Program Manager, Design Consultant, separate contractors, utility owners and other third parties from injury or losses. He shall at all times safely guard and protect all Work and temporary facilities and adjacent property against loss or damage from whatever cause. All passageways, guard fences, lights and all other facilities required for protection by applicable safety laws and regulations must be provided and maintained by Contractor. 10.2.5 The Contractor shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including, but in no event limited to: the posting of danger signs and other warnings against hazards; implementing safety regulations and requirements; notifying owners and users of adjacent utilities; the furnishing and maintaining of necessary traffic control barricades and flagman services; properly using and storing necessary explosives or other hazardous materials, in accordance with all applicable requirements, exercising the utmost care under the supervision of qualified personnel, and after first obtaining permission of the public authorities and officers having jurisdiction; and maintaining adequate quantities of both hose and operable fire extinguishers at the Project site. 10.2.6 The Contractor shall promptly remedy at his own cost and expense all damage or loss to any property referred to in this Article 10, caused in whole or in part by the Contractor, any Subcontractor, any Sub - subcontractor, any Supplier, or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable and for which the Contractor is responsible hereunder, except damage or loss solely attributable to the acts or omissions of Owner, Construction Program Manager or Design Consultant, and not within the control of and not because of the fault or negligence of Contractor or any Subcontractor, Sub - subcontractor or Supplier. The foregoing obligations of the Contractor are in addition to his obligations under Paragraph 4.20. The Contractor shall perform such restoration by underpinning, repairing, rebuilding, replanting, or otherwise restoring as may be required or directed by the Construction Program Manager or Design Consultant, or shall otherwise make good such damage in a satisfactory and acceptable manner. In case of failure on the part of the Contractor to promptly restore such property to make good such damage, the Construction Program Manager or Owner may, upon two (2) calendar days written Notice, proceed to repair, rebuild or otherwise restore such property as may be necessary and the cost thereof, or a sum which is, in the opinion of the Construction Program Manager, sufficient to reimburse the owners of property so damaged, will be deducted from any monies due or to become due the Contractor under this Contract. 10.2.7 Contractor is responsible for the proper packing, shipping, handling and storage (including but not limited to shipment or storage at the proper temperature and humidity) of all materials to be incorporated in the Work, so as to ensure the preservation of the quality and fitness of the material for proper installation and incorporation into the Work, as required by the Contract Documents. For example, but not by way of limitation, Contractor shall, when necessary, place material on wooden platforms or other hard and clean surfaces and not on the ground or place such material under cover or in an General Conditions of the Contract for Construction 00 72 00 -75 GENERAL CONDITIONS appropriate shelter or facility. Stored materials or equipment shall be located so as to facilitate proper inspection. Material and equipment which is delivered crated shall remain crated until ready for installation. Lawns, grass plots or other private property shall not be used for storage purposes without the written permission of the property owner or lessee, unless otherwise within the terms of the easements obtained by the Owner or Contractor as required by the Contract Documents. 10.2.8 The Contractor shall give Notice in writing at least seventy -two (72) hours before breaking ground, to all persons and utility owners having structures or improvements in proximity to site of the Work, separate contractors performing work in proximity thereto, superintendents, inspectors, or others in charge of property, streets, water pipes, gas pipes, sewer pipes, telephone cables, electric cables, railroads or otherwise, who may be affected by the Contractor's operation. This Notice is required in order that said persons may remove any obstruction for which they are responsible and have a representative on site to see that their property is properly protected. Such Notice does not relieve the Contractor of responsibility for any damages, claims, or defense of indemnification of any and all actions against Owner, Construction Program Manager or Design Consultant resulting from performance of such Work in connection with or arising out of this Contract. 10.2.9 Contractor shall protect all Underground Facilities or Utilities encountered while performing the Work, whether indicated on the Contract Drawings or not. The Contractor shall maintain utilities in service until moved or abandoned. The Contractor shall exercise due care when excavating around utilities and shall, at no cost to the Owner, restore any damaged utilities to the same condition or better as existed prior to starting the Work. The Contractor shall maintain, in service, operating utilities or other services, even if they are shown to be abandoned on the Contract Drawings, until new facilities are provided, tested and ready for use. Contractor shall be solely responsible for coordination with utility owners in implementing these and all other requirements of this Contract relating to Underground Facilities and Utilities, as defined in Subparagraph 1.1.49 hereof. 10.2.10 Contractor shall return all improvements on or about the site and adjacent property which are not shown to be altered, removed or otherwise changed to conditions at least equal to those which existed prior to Contractor's starting work. 10.2.11 Contractor shall protect the Work, including but not limited to, the site, stored materials and equipment, excavations, and excavated or stockpiled soil or other material, intended for use in the Work. Contractor shall take all necessary precautions to prevent or minimize damage to same or detrimental effect upon his performance or that of his Subcontractors, Sub - subcontractors and Suppliers caused by or due to rain, snow, ice, run -off, floods, temperature, wind, dust, sand and flying debris. For example, but not by way of limitation, Contractor shall, when necessary, utilize temporary dikes, channels or pumping to carry-off, divert or drain water, and shall as necessary tie -down or otherwise secure the Work and employ appropriate covers and screens, all at no cost to Owner. 10.2.12 Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 10.2.13 The Contractor shall coordinate with all utility companies, separate contractors and with his Subcontractors, Sub - subcontractors and Suppliers concerning the energizing or fueling of power lines, systems, fuel lines, items of equipment, or any portion of the Work when same initially become operative or in use, and shall give timely Notice to all separate contractors, Subcontractors and all trades affected thereby. General Conditions of the Contract for Construction 00 72 00 -76 GENERAL CONDITIONS 10.3 EMERGENCIES 10.3.1 In any emergency affecting the safety of persons or property, the Contractor shall act, at his discretion, to prevent threatened damage, injury or loss. The Contractor shall notify the Owner and Construction Program Manager of the situation and of all actions taken immediately thereafter. If, in the opinion of the Contractor, a decision is required by the Owner, Construction Program Manager or Design Consultant regarding said emergency and immediate action is not required, the Contractor shall notify the Owner and Construction Program Manager. Provided, however, if any loss, damage, injury or death occurs that could have been prevented by the Contractor's prompt and immediate actions, the Contractor shall be fully liable for all costs, damages, claims, actions, suits, attorney's fees and all other expenses arising therefrom or relating thereto. Any additional compensation or extension of time claimed by the Contractor on account of emergency work shall be determined as provided in Article 12 for Changes in the Work. 10.4 EFFECT OF SUBMISSION OF CONTRACTOR'S SAFETY PLAN 10.4.1 The Owner, Construction Program Manager and Design Consultant shall have no responsibility or obligation to review or approve any safety plans or procedures as may be submitted by Contractor, or to check or verify the Contractor's compliance with any and all requirements imposed by the Contract Documents or by law, rule, regulation or order of any public authority having jurisdiction. The receipt or filing of any safety plan by the Owner, Construction Program Manager or Design Consultant does not constitute acceptance of or acquiescence with or endorsement of such safety plans or procedures of Contractor. 10.5 FAILURE OF COMPLIANCE 10.5.1 Should Contractor fail to initiate, maintain and supervise all safety precautions and programs in connection with the Work as required by this Article 10, Owner, Construction Program Manager and Design Consultant shall be entitled to recover from Contractor all amounts, fines or penalties for which any of them may be liable to any person or entity because Contractor failed to comply with the provisions of this Article 10, including, but not limited to, all direct, indirect and consequential damages, and all attorney's fees, costs and expenses incurred relating thereto. In addition, the Owner may construe such failure as a material breach of this Contract and therefore may exercise all rights and remedies, including termination in accordance with Paragraph 14.3 hereof. 10.5.2 Nothing herein shall be construed as limiting Contractor's obligations under Paragraph 4.20 hereof. ARTICLE 11 INSURANCE 11.1 CONTRACTOR'S LIABILITY INSURANCE 11.1.1 The Contractor shall purchase and maintain with companies acceptable to Owner, and who are properly licensed to do business in the state in which the Project is located and which have an "A" policyholder's rating and a financial rating of at least Class XI in accordance with the most current Best's Rating, such insurance as will protect Contractor, Owner, Construction Program Manger, Design Consultant and their agents, consultants, representatives, and employees from claims set forth below which may arise General Conditions of the Contract for Construction 00 72 00 -77 GENERAL CONDITIONS out of or result from the Contractor's operations under the Contract, whether such operations be by himself or by any Subcontractor, Sub - subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: Claims under workers' or workmen's compensation, disability benefit and other similar employee benefit acts (with Workmen's Compensation and Employer's Liability Insurance in amounts not less than those necessary to meet the statutory requirements of any state(s) having jurisdiction over any portion of the Work). The Contractor will require his Subcontractors, Sub - subcontractors and Suppliers to provide similar Workmen's Compensation Insurance for all of the latter's employees; Claims for bodily injury, sickness or disease, or death of his employees; 3 Claims for bodily injury, sickness or disease, or death of any person other than his employees; .4 Claims for damages insured by usual personal injury liability coverage which are sustained (1) by any person as a result of an offense directly or indirectly related to the employment of such person by the Contractor, or (2) by any other person; Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; and .6 Claims for bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. 11.1.2 The insurance required by Subparagraph 11.1.1 shall be primary and noncontributing to any insurance possessed or procured by the Owner, and shall be for the coverages and the limits of liability not less than those set forth in the section of the Special Conditions of this Contract entitled "Insurance ", or as required by law, whichever is greater. 11.1.3 The insurance required by Subparagraph 11.1.1 shall include "Hold Harmless" insurance and contractual liability insurance, which shall include within its coverage the Contractor's obligations under Paragraph 4.20. 11.1.4 Without limiting the above, Contractor shall, at his own expense, during the term of this Contract, purchase and maintain the insurance required by the section of the Special Conditions to this Contract entitled "Insurance." 11.1.5 The insurance required by Subparagraph 11.1.1 shall be written for not less than any limits of liability specified in the Contract Documents, or required by law, whichever is greater. 11.1.6 Certificates of Insurance acceptable to the Owner shall be delivered to the Owner or Construction Program Manager prior to commencement of the Work on site by Contractor. These Certificates shall be on the forms required by the Contract Documents, with no substitution or revision of the forms being allowed, and shall contain a provision that coverages afforded under the policies will not be canceled unless at least thirty (30) days' prior written Notice has been given to the Owner. All insurance shall be in effect on or before the date when the Work is commenced by Contractor. All insurance shall be maintained in full force and effect until the date of Final Completion or so long as Contractor, or anyone for whom Contractor is responsible, is on the site, whichever is later. General Conditions of the Contract for Construction 00 72 00 -78 GENERAL CONDITIONS 11.1.7 Owner, Construction Program Manager and Design Consultant shall be additional insureds under any insurance purchased by Contractor under this Paragraph 11.1 and each shall receive certificates evidencing this coverage prior to the commencement of the Work on site by Contractor. 11.2 PROPERTY INSURANCE 11.2.1 The Contractor shall purchase and at all times maintain such insurance as will protect Contractor, Owner, Construction Program Manager, Design Consultant, Subcontractors, Sub - subcontractors and Suppliers, and all of their representatives, agents and employees, from loss or damage to the Work or property in the course of construction, including all machinery, materials and supplies on the premises or in transit thereto and intended to become a part of the finished Work and all temporary structures, miscellaneous materials and supplies incident to the Work, and Owner's loss of use of Owner's property due to fire or other hazards, however caused, until the date of Final Completion or so long as Contractor, or anyone for whom Contractor is responsible, is on the site, whichever is later. This insurance shall be in the form of 'Builder's All- Risk" or equivalent. The Contractor shall cause such policy or policies of insurance required under this Subparagraph to be endorsed so as to provide that the insurer or insurers waive any right of subrogation against the Owner. Any deductible provision in such insurance shall not exceed the amount set forth in the section of the Special Conditions of this Contract entitled 'Insurance'; or if no amount is specified, the deductible shall not exceed One Hundred Dollars ($100). Contractor shall remain solely liable for the full amount of any item covered by such insurance, including any deductibles. 11.2.2 Any loss insured under Subparagraph 11.2.1 is to be adjusted by the insurer with the Owner and any check made payable to the Owner as trustee for the insureds, as their interests may appear, subject to the requirements of any applicable mortgagee clause and of Subparagraph 11.2.5. Contractor shall pay each Subcontractor a just share of any insurance moneys received by the Contractor, and by appropriate agreement, written where legally required for validity, shall require each Subcontractor to make payments to his Sub - subcontractors or Suppliers in similar manner. 11.2.3 The Owner and Contractor waive all rights against each other for damages caused by fire or other perils to the extent covered and paid by insurance obtained pursuant to this Paragraph 11.2, or any other property insurance applicable to the Work, except such rights as they may have to the proceeds of such insurance held by the Owner as trustee. The Contractor shall require, by appropriate agreement, written where legally required for validity, similar waivers in favor of the Owner and the Contractor by Subcontractors and Sub - subcontractors. With respect to the waiver of rights of recovery, the term Owner shall be deemed to include, to the extent covered by property insurance applicable thereto, his consultants, employees, and agents and representatives including the Construction Program Manager and Design Consultant, their officers, employees, agents, representatives and consultants. The Contractor waives as against any separate contractor described in Article 6 all rights for damages caused by fire or other perils in the same manner as is provided above as against the Owner. The Owner shall require, by appropriate written agreement, similar waivers in favor of the Contractor by any separate contractor and his subcontractors and sub - subcontractors. 11.2.4 If required by law, the Owner as trustee shall, upon the occurrence of an insured loss, provide a bond for the proper performance of his duties. Owner shall deposit in a separate account any money so received, and he shall distribute it in accordance with such agreement as the parties in interest may reach, or in accordance with a court order. General Conditions of the Contract for Construction 00 72 00 -79 GENERAL CONDITIONS 11.2.5 The Owner as trustee shall have power to adjust and settle any loss with the insurers unless, within five (5) days after the occurrence of the loss, one of the parties in interest shall object in writing to the Owner's exercise of this power. If such objection be made, the matter shall be decided by a court of competent jurisdiction or as the parties in interest otherwise agree. The Owner as trustee shall, in that case, make settlement with the insurers in accordance with the orders of the court or as otherwise agreed by the parties in interest. 11.2.6 If the Owner finds it necessary to partially utilize a portion or portions of the Work prior to Substantial Completion thereof, Contractor shall obtain the consent of the insurance company or companies providing the property insurance, by endorsement to the policy or policies. No insurance required by this Article 11 shall be cancelled or lapsed on account of such Partial Utilization. 11.3 EFFECT OF SUBMISSION OF CERTIFICATES 11.3.1 The Owner and Construction Program Manager shall be under no obligation to review any Certificates of Insurance provided by the Contractor or to check or verify the Contractor's compliance with any and all requirements regarding insurance imposed by the Contract Documents. The Contractor is fully liable for the amounts and types of insurance required herein and is not excused should any policy or certificate of insurance provided by the Contractor not comply with any and all requirements regarding insurance imposed by the Contract Documents and applicable laws or regulations. 11.4 FAILURE OF COMPLIANCE 11.4.1 Should the Contractor fail to provide and maintain in force any and all insurance, or insurance coverage required by the Contract Documents or by law, or should a dispute arise between Owner and any insurance company of Contractor over policy coverage or limits of liability as required herein, the Owner, when a loss occurs, shall be entitled to recover from the Contractor all amounts payable, as a matter of law, to Owner or any other parties, including but not limited to the Construction Program Manager and the Design Consultant, had the required insurance or insurance coverage been in force. Said recovery shall include, but is not limited to interest for the loss of use of such amounts of money, plus all attorney's fees, costs and expenses incurred in securing such determination, and all consequential damages arising out of the failure of the Contractor or insurance company to comply with the provisions of the Contract Documents, or any policy required hereby, or any other requirements regarding insurance imposed by law. Nothing herein shall limit any damages for which Contractor is responsible as a matter of law. 11.5 OWNER'S INSURANCE 11.5.1 The Owner, at his option, may purchase and maintain such insurance as will insure him against any loss of use of his property due to fire or other hazards, however caused. This Paragraph 11.5 shall not be construed as limiting in any way Contractor's obligations under this Article 11. ARTICLE 12 CHANGES IN THE WORK 12.1 CHANGE ORDERS General Conditions of the Contract for Construction 00 72 00 -80 GENERAL CONDITIONS 12.1.1 A Change Order is defined in Subparagraph 1.1.9 hereof. 12.1.2 The Owner may, at any time, without invalidating the Contract and without notice to any surety, by written order designated or indicated to be a Change Order, and executed solely by the Owner, make any Changes in the Work within the general scope of this Contract, including, but not limited to Changes: .1 In the Specifications or Drawings; .2 In the sequence, method or manner of performance of the Work; .3 In the Owner - furnished facilities, equipment, materials, services or site; or .4 Directing acceleration in the performance of the Work; Provided, however, that orders or directives of the Owner, Construction Program Manager or Design Consultant which are authorized under other provisions of the Contract Documents and which arise because of the fault or negligence of Contractor, shall not be a Change Order under this Contract. 12.2 OWNER DIRECTED CHANGES REQUIRING AN INCREASE IN CONTRACT SUM 12.2.1 If the Change in or addition to the Work will result in an increase in the Contract Sum, the Owner shall have the right to require the performance thereof on a lump sum basis, a unit price basis or a time and material basis, all as hereinafter more particularly described (the right of the Owner as aforesaid shall apply with respect to each such Change in the Work). 12.2.2 If the Owner elects to have the Change in the Work performed on a lump sum basis, his election shall be based on a lump sum proposal which shall be submitted by the Contractor to the Construction Program Manager within ten (10) days of the Contractor's receipt of a request therefor (but the Owner's request for a lump sum proposal shall not be deemed an election by the Owner to have the Change in the Work performed on a lump sum basis). The Contractor's proposal shall be completely and fully itemized and segregated by labor and materials for the various components of the Change to the Work (no aggregate labor total will be acceptable) and shall be accompanied by signed, itemized proposals of any Subcontractors or Sub - Subcontractors who will perform any portion of the Change in the Work, and of any Suppliers who will furnish materials or equipment for incorporation therein. The proposal shall also include a listing of the scheduled activities affected by the Change, the Contractor's statement of the additional time, if any, required to perform said Changes; and, if a time extension is requested, a justification therefor in compliance with Article 8 and Article 13 hereof. 12.2.2.1 The portion of the proposal relating to labor, whether by the Contractor's forces or the forces of any of his Subcontractors, may include reasonably anticipated gross wages of job site labor, including foremen, who will be directly involved in the physical work anticipated by the Change in the Work (for such time as they will be so involved), plus payroll costs (including premium costs of overtime labor, if overtime is anticipated, Social Security, insurance, Federal or State unemployment insurance taxes and fringe benefits required by collective bargaining agreements entered into by the Contractor or any such Subcontractor in connection with such labor) and up to fifteen percent (15 %) of such anticipated gross wages, including payroll costs, as overhead and profit for the Contractor or any such Subcontractor, as applicable (said overhead and profit includes all supervision except foremen). General Conditions of the Contract for Construction 00 72 00 -81 GENERAL CONDITIONS 12.2.2.2 The portion of the proposal relating to materials may include the reasonably anticipated direct costs to the Contractor or to any of his Subcontractors of materials to be purchased for incorporation in the Change in the Work, plus transportation and applicable sales or use taxes and the reasonably anticipated rental costs in connection with the Change in the Work (either actual rates or discounted local published rates), plus up to fifteen percent (15 %) as overhead and profit for the Contractor or any such Subcontractor (said overhead and profit to include all small tools). 12.2.2.3 The lump sum proposal may include up to six percent (6 %) of the amount which the Contractor will pay to any of his Subcontractors for the Change in the Work as overhead and profit to the Contractor. The percentages allowed by paragraphs 12.2.2.1 and 12.2.2.2 are for the entity (Contractor or Subcontractor) actually doing the physical work of the Change. 12.2.2.4 It is understood and agreed that all markups for overhead and profit as set forth in this Subparagraph 12.2.2 are to be computed by multiplying the percentage allowed (which includes both overhead and profit in one markup) by the net costs. The term "net costs" is defined as allowable costs as permitted herein for labor and materials for additions to the Work minus costs for deletions in the Work. 12.2.2.5 If any of the items included in the lump sum proposal are covered by unit prices contained in the Contract Documents, the Owner may, if it requires the Change in the Work to be performed on a lump sum basis, elect to use these unit prices in lieu of the similar items included in the lump sum proposal, in which event an appropriate revision will be made in the lump sum amount prior to the application of any allowed overhead and profit percentages. No overhead and profit shall be applied to these unit prices. 12.2.3 If the Owner elects to have the Change in the Work performed on a unit price basis, his election shall be based upon a unit price proposal which shall be submitted by the Contractor to the Construction Program Manager within ten (10) days of his request therefor (but the Construction Program Manager's request for a unit price proposal shall not be deemed an election by the Owner to have the Change in the Work performed on a unit price basis). The Contractor's proposal shall itemize the quantities of each item of the Change in the Work for which there is an applicable unit price contained in the Contract Documents. If items are needed for which there is no unit price specified in the Contract Documents, Contractor must propose a unit price. The quantities shall be itemized in relation to each specific Drawing. Unit prices will be applied to net differences of quantities of the same item. No overhead and profit shall be applied to any unit prices included in the Contract Documents. The proposal shall also include a listing of the scheduled activities affected by the Change, the Contractor's statement of the additional time, if any, required to perform said Changes; and, if a time extension is requested, a justification therefor in compliance with Article 8 and Article 13 hereof. 12.2.4 Nothing herein contained shall preclude the Construction Program Manager from requesting a lump sum proposal and a unit price proposal with respect to the same Change in the Work, in which event the Contractor shall submit both. 12.2.5 In the event that the Contractor fails to submit his proposal under Subparagraphs 12.2.2 or 12.2.3 within the designated period or shorter period as required by the Construction Program Manager, the Construction Program Manager may order the Contractor to proceed with the Change in the Work, and the Contractor shall so proceed. The Owner and Construction Program Manager shall thereafter determine the reasonable cost and time to perform the Work in question. Contractor shall comply with said determination, subject to the provisions of Paragraph 12.5. General Conditions of the Contract for Construction 00 72 00 -82 GENERAL CONDITIONS 12.2.6 If the Owner elects to have the Change in the Work performed on a time and material basis, the Change shall be performed, whether by the Contractor's forces or the forces of any of his Subcontractors or Sub - subcontractors, at actual cost, as defined in Paragraph 12.7 hereof, to the entity performing the Change in the Work, plus fifteen percent (15 %) thereof as the total overhead and profit. Contractor shall be entitled to a markup for overhead and profit in an amount of up to six percent (6 %) of the amount which Contractor will pay to any of his Subcontractors for the Change in the Work. The Contractor shall submit to the Construction Program Manager daily time and material tickets, that include the identification number assigned to the Change in the Work, the location and description of the Change in the Work, the classification of labor employed (and names and social security numbers), the materials used, the equipment rented (not small or expendable tools) and such other evidence of cost as the Owner may require. Contractor agrees that his failure to submit time and material tickets for a particular day within twenty -four (24) hours thereof shall constitute a waiver by him of any claim for labor and material costs for that day. 12.2.6.1 Contractor shall secure authentication of all time and material tickets and invoices if so required by the Construction Program Manager. The Owner shall designate the persons who are authorized to perform such authentication. The failure of the Contractor to secure any required authentication shall, if the Construction Program Manager elects to treat it as such, constitute a waiver by the Contractor of any claims for the cost of that portion of the Change in the Work covered by a non - authenticated ticket or invoice; provided, however, that the authentication of any such ticket or invoice, or the signing, acknowledgment or receipt thereof by the Construction Program Manager, shall not constitute an agreement by the Construction Program Manager that the items thereon were reasonably required for or solely related to the Change in the Work. 12.2.6.2 Owner shall not be liable to Contractor for time and materials costs which arise or are incurred because of the negligence of or defective or non - conforming work of Contractor or any Subcontractor; because of Contractor's failure to properly supervise the Work or to properly schedule or coordinate the Work; or because of Contractor's failure to comply with any requirements of the Contract Documents. 12.2.7 Until such time as the Owner makes his election under this Paragraph 12.2, Contractor shall submit daily time and material tickets and invoices to the Construction Program Manager as required under Subparagraph 12.2.6 (which receipt by the Construction Program Manager shall not be deemed an election by Owner to have the Change performed on a time and material basis), which shall be subject to authentication as therein provided. At such time as the Owner makes his election under this Paragraph 12.2, an appropriate Change Order will be initiated, it being understood and agreed that said Change Order shall be a condition precedent to any payment to the Contractor on account of the Change in the Work; provided, however, that if the Owner elects to have the Change in the Work performed on a time and material basis, then it may, pending final determination of the cost, allow Contractor to include portions of the cost in his Applications for Payment, in which event the Owner shall, upon approval of said Applications for Payment, make payments on account thereof (such payments shall not exceed, in the aggregate, the Owner's determination of the cost of the Change in the Work). 12.2.8 In the event that the parties are unable to agree as to the reasonable cost and any extension required to Specific Dates or the Contract Time, for the performance of the Change to the Work based upon the Contractor's Proposal, and the Construction Program Manager and Owner do not elect to have the Change performed on a time and material basis, the Owner and Construction Program Manager shall have the discretion to issue a Change Order directing Contractor to proceed with the performance of the General Conditions of the Contract for Construction 00 72 00 -83 GENERAL CONDITIONS Change in the Work. The Owner and Construction Program Manager shall thereafter make a determination of the reasonable cost and additional time, if any, necessary for performance of the Change, based upon their own estimates and the Contractor's submission or a combination thereof. A Change Order shall be issued for the amounts of cost and the adjustment in any Specific Date or the Contract Time determined by the Construction Program Manager and the Owner. This determination shall be final and binding upon the Contractor, as provided in Subparagraph 7.8.3 hereof, unless the Contractor, within seven (7) days of the issuance of said Change Order, submits his written Notice to Construction Program Manager in accordance with Paragraph 7.8. Failure of the parties to reach agreement regarding the cost and any time extension for the Change in the Work shall not relieve the Contractor from performing the Change in the Work promptly and expeditiously as directed by the Owner or Construction Program Manager. 12.2.9 No overhead and profit will be paid by the Owner on account of a Change in the Work except as specifically provided in this Paragraph 12.2. Overhead and profit, as allowed under this Paragraph 12.2, shall be deemed to include all direct and indirect costs and expenses which the Contractor or any of his Subcontractors may incur in the performance of a Change in the Work and which are not otherwise specifically recoverable by them pursuant to this Paragraph 12.2. 12.3 CHANGES REQUIRING A DECREASE IN CONTRACT SUM OR CONTRACT TIME 12.3.1 If a Change in the Work will result in a decrease in the Contract Sum, or a decrease in the time of completion of a portion of the Work by a Specific Date or the Contract Time, the Construction Program Manager may request a proposal from the Contractor of the amount of such decrease for use in preparing a Change Order. The Contractor's proposal shall be forwarded to the Construction Program Manager within ten (10) days of his request therefor, and, if acceptable to the Owner, shall be incorporated in the Change Order. If not acceptable to the Owner, the parties shall make every reasonable effort to agree as to the amount of such decrease, which, as to the Contract Sum, may be based on a lump sum properly itemized, on unit prices stated in the Contract Documents and /or on such other basis as the parties may mutually determine. If the parties are unable to so agree, the amount of such decrease in the Contract Sum or the time of performance shall be the total of the estimated reduction in actual cost or time of performance of the Work, as determined by the Construction Program Manager in his reasonable judgment, subject to the provisions of Paragraph 12.5. 12.4 CONTRACTOR NOTICE OF CHANGE 12.4.1 If the Contractor, or any Subcontractor, Sub - subcontractor or Supplier is of the opinion that any event or occurrence has caused a Change in the Work, which Change causes or will cause an increase or decrease in the cost or the time required for the performance of any part of the Work under this Contract, including Work not affected directly by the Change, the Contractor shall, within seven (7) days of such event or occurrence, give the Construction Program Manager written Notice as required by this Contract. Said Notice shall include the instructions, directions or circumstances that are the basis of the claim. Within twenty (20) days of said event or occurrence, Contractor shall provide the Construction Program Manager, in writing, his best estimate of all costs alleged by Contractor to be associated with the Change and any time extension which is required thereby. 12.4.2 Contractor agrees that his failure to comply with the requirements of Subparagraph 12.4.1 shall constitute a waiver by Contractor of any claim for monetary compensation or a time extension relating to any alleged Change for which Notice was required, but not given in accordance therewith. General Conditions of the Contract for Construction 00 72 00 -84 GENERAL CONDITIONS 12.4.3 Under no circumstances shall Contractor, or any Subcontractor, Sub - subcontractor or Supplier be entitled to any adjustment in the Contract Sum (for costs or damages incurred) or any time extension for Changes in the Work occurring more than seven (7) days prior to the receipt by Construction Program Manager of the Notice required under this Paragraph 12.4. 12.5 DISPUTES REGARDING CHANGES 12.5.1 If any dispute should arise between the Owner and Contractor with respect to an increase or decrease in the Contract Sum or in the time of completion of a portion of the Work by a Specific Date or the Contract Time, as a result of a Change in the Work, Contractor shall not suspend performance of a Change in the Work or the Work itself unless otherwise so ordered by the Construction Program Manager in writing. 12.5.1.1 The Owner shall pay to the Contractor up to the Construction Program Manager's reasonable estimated value of the Change in the Work, regardless of the dispute, if said Changes in the Work, in the opinion of the Owner, results in an increase in the Contract Sum; and the Owner shall have the right to decrease the Contract Sum by the Construction Program Manager's reasonable estimated value of the Change in the Work, regardless of the dispute, if said Change in the Work results in a decrease in the Contract Sum. 12.5.1.2 If a Change in the Work will result in an increase or decrease in the time required for the completion of any portion of the Work by a Specific Date or by the Contract Time, and the parties are unable to agree as to the number of days by which the Contract Time or any Specific Date will be adjusted, then the Owner and Construction Program Manager shall proceed in accordance with Subparagraph 12.2.8 hereof. 12.5.2 The actions and determinations of Owner under Subparagraphs 12.5.1.1 and 12.5.1.2 shall be final and binding upon Contractor and any of his Subcontractors, Sub - subcontractors and Suppliers, as provided in Subparagraph 7.8.3 hereof, unless Contractor gives written Notice to the Construction Program Manager within seven (7) days of such actions or receipt by Contractor of such determinations of the Owner and fully complies with the requirements of the Contract Documents, including but not limited to this Article 12 and Paragraph 7.8 hereof. 12.6 COST OF THE WORK 12.6.1 For the sole purpose of the administration of Changes pursuant to this Article 12, the term "Cost of the Work" means the sum of all costs necessarily incurred and paid by Contractor in the proper performance of the Work. Except as otherwise may be agreed to in writing by Owner, such costs shall be in amounts no higher than those prevailing in the locality of the Project, and shall include only the following items: 12.6.1.1 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. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' or workmen's compensation, health and retirement benefits, sick leave, vacation and holiday pay applicable thereto. Such employees may, subject to the provisions of Subparagraph 12.6.2.1, include superintendents and foremen employed full -time at the site who directly supervise the installation of the Work (but shall not include the Project Manager or Project Engineer). The expenses of performing Work after regular working hours, on General Conditions of the Contract for Construction 00 72 00 -85 GENERAL CONDITIONS Saturday, Sunday, or legal holidays, shall be included in the above only to the extent authorized in writing by Construction Program Manager; 12.6.1.2 Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to Contractor unless Owner deposits funds with Contractor with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates, and refunds and all returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained; 12.6.1.3 Payments made by Contractor to the Subcontractors for Work performed by Subcontractors. If required by Construction Program Manager, Contractor shall obtain competitive bids from Subcontractors acceptable to Contractor and shall deliver such bids to Owner who will then determine, with the advice of Construction Program Manager, which bids will be accepted. If a subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work Plus a Fee, the Subcontractor's Cost of the Work shall be determined in the same manner as Contractor's Cost of the Work. All subcontracts shall be subject to the other provisions of the Contract Documents insofar as applicable; and 12.6.1.4 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; 12.6.1.5 Supplemental costs including the following: The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work; .2 Cost, including transportation and maintenance, 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 performance of the Work, and cost less market value of such items used but not consumed which remain the property of Contractor; .3 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 Construction Program Manager, and the costs of transportation, loading, unloading, installation, dismantling, and removal thereof - -all in accordance with terms of said rental agreements. The rental of any such equipment, machinery and parts shall cease when the use thereof is no longer necessary for the Work; .4 Sales, consumer, use or similar taxes related to the Work, and for which Contractor is liable, imposed by Laws and Regulations; .5 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 any of them may be liable, and royalty payments and fees for permits and licenses; .6 Losses and damages (and related expenses), not compensated by insurance or otherwise, to the Work or otherwise sustained by Contractor in connection with the performance and furnishing of the Work (except losses and damages within the deductible amounts of property insurance established by Owner in accordance with the Contract Documents, provided they have resulted from General Conditions of the Contract for Construction 00 72 00 -86 GENERAL CONDITIONS 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. If, however, any such loss or damage requires reconstruction and Contractor is placed in charge thereof, Contractor shall be compensated therefor by Change Order; 7 The cost of utilities, fuel, and sanitary facilities at the site; .8 Minor expenses such as telegrams, long distance telephone calls, telephone service at the site, express mail service and similar petty cash items in connection with the Work; and .9 Cost of premiums for additional Bonds and insurance required because of Changes in the Work and premiums for property insurance coverage within the limits of the deductible amounts established by Owner in accordance with the Contract Documents. 12.6.2 The term "Cost of the Work" shall not include any of the following: 12.6.2.1 Payroll costs and other compensation of Contractor's officers, executives, principals (of a partnership or sole proprietorships), general managers, project managers, project engineers, architects, engineers, estimators, attorneys, 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 a branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Subparagraph 12.6.1.1, are to be considered administrative costs which are encompassed within the overhead /profit percentage markup allowed Contractor under this Contract; 12.6.2.2 Expenses of Contractor's principal and branch offices other than Contractor's office at the site, including, but not limited to, costs of or changes or additions to Contractor's computer hardware or software; 12.6.2.3 Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments; 12.6.2.4 Cost of premiums for all Bonds and for all insurance whether or not Contractor is required by the Contract Documents to purchase and maintains the same (except for the cost of premiums covered by Subparagraph 12.6.1.5.9 above); 12.6.2.5 Costs due to the negligence of Contractor, any Subcontractor, Sub - Subcontractor or Supplier or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly applied and making good any damage to property; and 12.6.2.6 Other indirect, overhead or general and administrative expenses or costs of any kind and the costs of any item not specifically and expressly included in Paragraph 12.6. 12.7 GENERAL PROVISIONS RELATED TO CHANGES General Conditions of the Contract for Construction 00 72 00 -87 GENERAL CONDITIONS 12.7.1 For Changes in the Work, Contractor shall not be entitled to any amount for indirect costs, including, but not limited to, so- called "impact' costs, labor inefficiency, extended home office overhead, wage, material or other escalations beyond the prices upon which the proposal is based and to which the parties have agreed pursuant to the provisions of Article 12, and which the Contractor, his Subcontractors or Sub - subcontractors or any other person may incur as a result of delays, interferences, suspensions, changes in sequence, congestion of work areas or the like, for whatever cause arising from the performance of any and all Changes in the Work performed under this Contract. It is understood and agreed that the Contractor's sole and exclusive compensation for Changes shall be recovery of his direct costs as compensable hereunder and an extension of the Contract Time, but only in accordance with the provisions of the Contract Documents. 12.7.2 Contractor acknowledges and agrees that it is in the interests of Owner and Contractor to expedite the resolution of all matters relating to Changes in the Work. Therefore, Contractor agrees as follows: 12.7.2.1 Contractor will not misrepresent to Owner, Construction Program Manger or Design Consultant, his intentions regarding the settlement of Change Order issues; 12.7.2.2 Any Change Order issued under this Contract shall resolve all matters relating to that Change, including, but not limited to, all claims or causes of action for costs or a time extension which Contractor or any of his Subcontractors, Sub - subcontractors or Suppliers have or may have relating thereto; 12.7.2.3 The sum agreed upon for any Change Order shall be inclusive of all claims for costs or other causes of action which Contractor or any of his Subcontractors, Sub - subcontractors or Suppliers may have relating thereto. No claim relating to or flowing from a particular Change shall be allowed after acceptance by Contractor of the Change Order or the sums payable thereunder relating to that Change unless Contractor has expressly and specifically reserved such claims in the language of the Change Order itself, the costs or claims are not specifically excluded by the terms of this Contract, and the Owner has agreed to such reservation; 12.7.2.4 Once Owner and Contractor have agreed upon any adjustment in the Contract Price or any adjustment in a Specific Date or the Contract Time arising because of a Change in the Work, it is understood that said agreement is final and binding upon Contractor, and any claims relating to the event or occurrence giving rise to the Change, or the Change itself, shall have been fully and finally settled and shall not be subject to renegotiation or adjustment due to any cause whatsoever (subject only to the provisions of Paragraph 3.7); and 12.7.2.5 No claim by the Contractor hereunder shall be allowed if asserted after final payment under this Contract. ARTICLE 13 SCHEDULES & REPORTS 13.1 GENERAL REQUIREMENTS 13.1.1 The Work under this Contract shall be planned, scheduled, executed, reported and accomplished using the Critical Path Method (hereinafter referred to as CPM), in calendar days, unless otherwise specifically provided in the Contract Documents. General Conditions of the Contract for Construction 00 72 00 -88 M -: , l4O7_l1111MOlL , t -NI 91Z, �? 13.1.2 The primary objectives of the requirements of this Article 13 are: (1) to insure adequate planning and execution of the Work by Contractor; (2) to assist Owner and Construction Program Manager in evaluating progress of the Work; (3) to provide for optimum coordination by Contractor of his trades, Subcontractors and Suppliers, and of his Work with the work or services provided by any separate contractors; (4) to permit the timely prediction or detection of events or occurrences which may affect the timely prosecution of the Work; and (5) to provide a mechanism or tool for use by the Owner, Construction Program Manager and Contractor in determining and monitoring any actions of the Contractor which may be required in order to comply with the requirements of the Contract Documents relating to the completion of the various portions of the Work by the Specific Dates specified in the Contract Documents. 13.1.3 Contractor is responsible for determining the sequence of activities, the time estimates of the detailed construction activities and the means, methods, techniques and procedures to be employed. The Construction Schedule shall represent the Contractor's best judgment of how he will prosecute the Work in compliance with the Contract requirements. Contractor shall ensure that the Construction Schedule is current and accurate and is properly and timely monitored, updated and revised as Project conditions and the Contract Documents may require. 13.1.4 Contractor shall consult with his principal Subcontractors and Suppliers relating to the preparation of his construction plan and Construction Schedule. Principal Subcontractors shall receive copies of those portions of Contractor's Construction Schedule which relate to their Work and shall be continually advised of any updates or revisions to the Construction Schedule as the Work progresses. When Contractor submits his Construction Schedule to the Construction Program Manager or makes any proposed updates or revisions to such Schedule, it will be assumed by Owner and Construction Program Manager that Contractor has consulted with and has the concurrence of his principal Subcontractors and Suppliers. Contractor shall be solely responsible for ensuring that all Subcontractors and Suppliers comply with the requirements of the Construction Schedule for their portions of the Work. 13.1.5 Contractor will provide the basic data relating to activities, durations and sequences to Construction Program Manager as part of Contractor's draft of the Construction Schedule. This data shall reflect the Contractor's actual construction plan for the Project, and shall fully comply with all requirements of the Contract Documents, including without limitation, Paragraph 4.11 hereof. 13.1.5.1 When there are separate contractors working concurrently on the Project whose work must interface or be coordinated with the Work of Contractor, Contractor shall coordinate his activities with the activities of the separate contractors and shall, prior to the submission of his Construction Schedule to the Construction Program Manager, obtain written approval of his Construction Schedule by the separate contractors. If Contractor is unable to obtain such written approval by the separate contractors after his best efforts to do so, or if a conflict occurs that cannot be resolved by mutual agreement between Contractor and any separate contractor, the Construction Program Manager shall make a determination of the schedule which shall be binding upon Contractor and the separate contractors. 13.1.6 Owner will provide the services of the Construction Program Manager at no cost to the Contractor, for the basic drafting and computerization of Contractor's data for Contractor's initial Construction Schedule, in accordance with the requirements of this Contract, provided Contractor's data is submitted in a form or format acceptable to Construction Program Manager. For any additional services performed by Construction General Conditions of the Contract for Construction 00 72 00 -89 GENERAL CONDITIONS Program Manager for Contractor, the Contractor will pay the Owner for the cost of such services. 13.1.7 To carry out the intent of this Article 13, Contractor agrees that the orientation session, as described in Subparagraph 13.2.2, the provision of drafting and computerization services by Owner, through the Construction Program Manager, and the reasonable exercise of any rights under this Article 13 by the Construction Program Manager shall not be grounds for any claim by Contractor or any of his Subcontractors or Sub - subcontractors of alleged interference, lack of cooperation, delay, disruption, negligence or hindrance by Owner or Construction Program Manager, and Contractor covenants not to sue therefor. 13.1.8 It is understood and agreed that the Construction Schedule is to represent Contractor's best plan and estimate for the Work; however, Contractor acknowledges that the Construction Schedule may have to be revised from time -to -time as progress proceeds. Contractor further acknowledges and agrees that the Owner and Construction Program Manager do not guarantee that: (1) Contractor can start work activities on the "early start' or "late start" dates or complete work activities on the "early finish" or "late finish" dates shown in the schedule, or as same may be updated or revised; (2) Contractor can proceed at all times in the sequence established by the Construction Schedule, or that Contractor can rely upon the utilization of only the resources and manpower he initially plans for the performance of the Work; (3) Contractor's Construction Schedule will not have to be modified in order to obtain the agreement of any separate contractors to the schedule; or (4) Contractor's Construction Schedule will not have to be modified or changed by direction of the Construction Program Manager as provided in this Article 13. Any changes, modifications or adjustments made by Contractor to the Construction Schedule shall be in full compliance with all requirements of the Contract Documents. 13.1.9 The Contractor acknowledges and agrees that his Construction Schedule must be flexible in order to accommodate and allow for his coordination with the operations of the Owner and the work of separate contractors relating to the Project. The Construction Program Manager will review the Contractor's Construction Schedule for compatibility with Owner operations and the work of separate contractors. Contractor agrees to hold meetings with the Owner and separate contractors to resolve any conflicts between Contractor's Construction Schedule and the operations of the Owner or work of separate contractors. Contractor agrees to fully cooperate with Owner and separate contractors to resolve such conflicts and to revise his Construction Schedule as reasonably required. 13.1.10 In order to maintain the orderly progress of the Work performed on the Project, the Construction Program Manager shall have the right to determine, in his sole discretion, the priority between the Work performed by Contractor and the work of any separate contractors or Owner's operations; this decision shall be final and binding upon Contractor and shall not be a cause for extra compensation or an extension of time, except where an extension of time is granted because of a delay for which Contractor is otherwise entitled to an extension under the Contract Documents. Provided, however, that this right shall not be exercised by the Construction Program Manager unless: (1) the determination is necessary, in the opinion of the Construction Program Manager, because of project conditions; and (2) Contractor and any separate contractors cannot otherwise agree upon such priority of schedule for their work. Provided, further, that nothing herein shall be construed as relieving the Contractor of his obligation to cooperate and coordinate with any separate contractors on the Project. 13.1.11 If Contractor's Construction Schedule indicates that Owner or a separate contractor is to complete an activity or perform certain preceding work by a particular date, or within a certain duration, Owner and Construction Program Manager, or any separate contractor shall not be bound to said date or duration unless Owner expressly and specifically agrees in writing to same. The review and approval or acceptance by Owner, General Conditions of the Contract for Construction 00 72 00 -90 GENERAL CONDITIONS Construction Program Manager or Design Consultant of the Construction Schedule or any other schedule or plan of construction of Contractor, does not constitute an agreement by Owner, Construction Program Manager or Design Consultant of any start or finish date in the schedule or specific durations or sequences for activities of the Owner or any separate contractor; provided, however, that nothing herein shall be construed as modifying or changing, or excusing the performance of Contractor of required portions of the Work by the Specific Dates as set forth in the Contract Documents. 13.1.12 The Specific Dates set forth in the Contract Documents and defined in Subparagraph 1.1.44 hereof, represent only the major items of Work and may include interface dates with the operations of the Owner, the work of separate contractors or others. Specific Dates are Contract requirements and are of the essence to this Contract and to the coordination of the Work by Contractor. Specific Dates represent the latest allowable start or completion time for those portions of the Work to which each Specific Date relates. The Specific Dates are not intended to be a complete listing of all Work under this Contract or of all interfaces with work performed by other separate contractors, the Owner or others. Contractor shall determine the time requirements for all such interfaces and shall be responsible for planning, scheduling and coordinating the Work in order to complete in accordance with those requirements. 13.1.13 It is understood and agreed that should Construction Program Manager provide Contractor, at Contractor's request, with any services, advice or counsel relating to the scheduling or coordination of the Work or any other matter that: (1) Owner and Construction Program Manager shall not be liable to Contractor for any errors, omissions, negligence or deficiencies which may in any way occur because of same; (2) such services, advice or counsel are provided solely as aids in the development by Contractor of a representation of Contractor's actual construction plan and schedule in accordance with the requirements of the Contract Documents, and Owner and Construction Program Manager shall not be liable to Contractor should Contractor rely on such services, advice or counsel to his detriment; (3) such services, advice or counsel shall not relieve Contractor of any responsibility under Article 4 hereof for all construction means, methods, techniques, sequences and procedures and for planning, scheduling and coordinating all portions of the Work; and (4) any services provided by the Construction Program Manager or the lack or alleged untimeliness thereof will not in any way take the place of or relieve the Contractor of full responsibility for compliance with all requirements of the Contract Documents, including, but not limited to the obligation to complete the Work within the Specific Dates stated elsewhere in Contract Documents. 13.1.14 Approval or acceptance by the Owner or Construction Program Manager of the Contractor's Construction Schedule, or any revisions or updates thereto, is advisory only and shall not relieve the Contractor of the responsibility for accomplishing each portion of the Work within each and every applicable Specific Date. Omissions and errors in the approved or accepted Construction Schedule, or any revisions or updates shall not excuse performance which is not in compliance with the Contract. Approval by the Owner or Construction Program Manager in no way makes the Owner, Construction Program Manager or Design Consultant an insurer of the reliability, accuracy or feasibility of the Construction Schedule nor liable for time or cost overruns flowing from such omissions or errors. It is understood and agreed that Contractor cannot rely upon any informal or constructive acquiescence or approval of the Construction Schedule by Owner or Construction Program Manager; absent a specific agreement in writing, signed by the Owner, Contractor is on notice that no representative, agent or employee of Owner or Construction Program Manager or Design Consultant has any right or power to agree to any schedule commitment or obligation on the part of Owner or Construction Program Manager except as set forth expressly in the Contract Documents. General Conditions of the Contract for Construction 00 72 00 -91 GENERAL CONDITIONS 13.1.15 Should Contractor intend or plan to complete the Work, or any portion thereof, earlier than any applicable Specific Date or the Contract Time, Contractor shall give timely and reasonable Notice of this fact to Construction Program Manager. Owner shall have the sole discretion to agree to or reject such early completion plan by Contractor. Owner, Construction Program Manager and Design Consultant shall have no duty or obligation to agree to, or to cooperate with Contractor regarding any early completion plan or proposal by Contractor and shall not be liable for any damages of Contractor because of the rejection by Owner of said plan. 13.1.16 Unless otherwise specifically provided in the Contract Documents, Contractor acknowledges that Owner, Construction Program Manager and Design Consultant have contemplated in their planning and initial scheduling of the Project, and in their budgeting for professional services, that the Work will be performed on a 5 -day work week basis, utilizing a single 8 -hour shift per day. Owner and Construction Program Manager shall have the sole discretion of approving or rejecting a variance in the work week, number of shifts, or shift length. Unless otherwise agreed by Owner or the Construction Program Manager, Contractor shall bear the cost of, and pay the Owner, for additional staff and supervisory personnel, including but not limited to the services of Construction Program Manager and the Design Consultant, and inspectors of any public authority having jurisdiction of the Work, necessary to support any variance in the contemplated work week, number of shifts or shift length. 13.2 POST AWARD ACTIVITIES 13.2.1 Upon receipt by Contractor of the Notice to Proceed, and until the Construction Schedule is approved by Construction Program Manager, Contractor shall proceed with his Work in accordance with the Provisional Preliminary Network of Contractor which was included as part of the Contractor's bid. 13.2.2 Orientation Session: Contractor shall, upon notification from the Construction Program Manager, attend an orientation session relating to the Schedules and Reports requirements for this Project. This orientation meeting is designed to assist the Contractor in planning his Work and in developing his Construction Schedule. This session will normally be held within three (3) days after the date of the Notice to Proceed or the Notice of Award of Contract by Owner (whichever occurs first) and will be conducted by the Construction Program Manager. Contractor shall arrange for his project manager and superintendent(s), major Subcontractors and Suppliers, and any scheduling consultants that he may employ, to attend the orientation session. 13.2.2.1 Among other things, the Construction Program Manager will review: the objectives of the Schedules and Reports requirements; the procedures and requirements for the preparation of the Construction Schedule and Schedule of Values by Contractor; how the requirements of the Contract Documents will be monitored and enforced by the Construction Program Manager; long -lead items and time requirements for Work by Subcontractors will be identified. It is understood and agreed that the Construction Program Manager has no authority to waive any requirements of the Contract Documents at this orientation meeting, and all requirements of the Contract Documents remain applicable to Contractor's Work whether or not discussed at this session. 13.2.2.2 Should Contractor or his principal Subcontractors and Suppliers fail or refuse to attend this orientation session, Owner shall have the right to terminate Contractor for default pursuant to the provisions of Article 14. 13.3 DRAFT OF CONSTRUCTION SCHEDULE General Conditions of the Contract for Construction 00 72 00 -92 GENERAL CONDITIONS 13.3.1 Within fifteen (15) days of the orientation session, (even though Contractor may not have completed Subcontractor negotiations and executed subcontracts) the Contractor, in consultation with the Construction Program Manager, shall complete a draft of his time - scaled network graphic. 13.3.1.1 Except for procurement requirements, Contractor shall differentiate activities of the schedule so that no single activity shown has a duration longer than fourteen (14) calendar days, unless the Construction Program Manager, in his sole discretion, shall approve a longer duration for certain activities. 13.3.1.2 The Construction Schedule shall represent the Contractor's best judgment and intended plan for completion of the Work in compliance with Specific Dates listed in the Contract Documents and the Contract Time. The Construction Schedule shall take into account all foreseeable activities to be accomplished by any separate contractors, and interface dates with utility owners, the Owner's operations and others. The Construction Schedule shall anticipate all necessary manpower and resources to accomplish the activities within the durations set forth in the Construction's Schedule. 13.3.2 Construction Program Manager shall have the right to require the Contractor to modify any Contractor data or any portion of the Contractor's Construction Schedule, Schedule of Values or Recovery Schedule, as herein required, with Contractor bearing the expense thereof, which the Construction Program Manager reasonably determines to be: (1) impracticable; (2) based upon erroneous calculations or estimates; (3) unreasonable; (4) not in compliance with Paragraph 4.11 of the General Conditions; (5) required in order to ensure proper coordination by Contractor of the Work of his Subcontractors and with the work or services being provided by any separate contractors; (6) necessary to avoid undue interference with the Owner's operations or those of any utility owners or adjoining property owners; (7) necessary to ensure completion of the Work by the Specific Dates set forth in the Contract Documents; (8) required in order for Contractor to comply with the requirements of Paragraph 4.12 hereof or any other requirements of the Contract Documents or (9) not in accordance with the Contractor's actual operations. 13.3.3 The Construction Program Manager will be available during normal working hours to consult with the Contractor should questions arise while the Contractor assembles the information required for the Construction Schedule. The reasonable costs for the Construction Program Manager's time for this consultation will be paid for by the Owner. 13.4 CONSTRUCTION SCHEDULE 13.4.1 Within fourteen (14) days after receipt of the Construction Schedule draft, based on the data submitted by the Contractor, the Construction Program Manager will provide the Contractor with a draft of time - scaled graphic network of activities and computer listing of all activities included in the Construction Schedule. The graphic representation and computer printouts shall be carefully reviewed by the Contractor. Any additions and /or deletions to these documents that are desired by the Contractor are to be brought to the attention of the Construction Program Manager within five (5) days. The Construction Program Manager shall, if consistent with the requirements of the Contract Documents, incorporate the Contractor's revisions and shall deliver the completed Construction Schedule and computer reports to the Contractor within seven (7) days. 13.4.2 Contractor shall submit, as a part of the data submitted to the Construction Program Manager, a narrative report indicating anticipated allocation by Contractor of the following resources and work shifts for each activity which he proposes to be utilized on the Project: (1) labor resources; (2) equipment resources; and (3) whether he proposes the Work to be performed on single, double or triple shifts, and whether it is to be done on a 5 -, 6- or 7 -day work week basis. Contractor agrees to pay costs required by General Conditions of the Contract for Construction 00 72 00 -93 GENERAL CONDITIONS Subparagraph 13.1.16 if Owner specifically agrees to proceed with Contractor's proposed plan. 13.5 SCHEDULE OF VALUES 13.5.1 Within ten (10) days after completion of the Construction Schedule, the Contractor shall submit to the Construction Program Manager a Schedule of Values for review by the Construction Program Manager, allocating a dollar value for activities on the Construction Schedule. The dollar value for the activity shall be the cost of the Work including labor, materials, and pro rata contribution of his General Conditions requirements, overhead and profit. The sum of all activity costs shall equal the total Contract Sum. The Contractor shall revise the Schedule of Values as necessary to gain the approval of the Construction Program Manger and the Owner. 13.5.2 Each activity cost for the Schedule of Values shall be coded with a cost code corresponding to the trade, Subcontractor or Supplier performing the Work so that subtotals for each division of the Work can be prepared. 13.5.3 The Schedule of Values shall, in the best judgment of the Contractor, represent a fair, reasonable and equitable dollar (cost) allocation for activities on the Construction Schedule. 13.5.4 The Schedule of Values shall fully comply with the requirements of Article 9 hereof. 13.5.5 The Construction Program Manager will provide, within seven (7) days after approval of the Schedule of Values, a computer listing of all cost - loaded activities for Contractor's review. 13.6 CONSTRUCTION SCHEDULE CONTENT 13.6.1 The Construction Schedule shall consist of a time - scaled, detailed network graphic representation of all activities which are part of the Contractor's construction plan and an accompanying computerized mathematical analysis of these activities. The graphic network shall include, but not be limited to, the following information: (1) Project name; (2) activities of completed Work ready for use by next trade, Owner, etc; (3) activities relating to different areas of responsibility, such as subcontracted Work which is distinctly separate from that being done by the Contractor directly; (4) different categories of Work as distinguished by craft or crew requirements; (5) different categories of Work as distinguished by equipment requirements; (6) different categories of Work as distinguished by materials; (7) distinct and identifiable subdivisions of Work such as structural slabs, beams, columns; (8) locations of Work within the Project that necessitates different times or crews to perform; (9) outage schedules for existing utility services that will be interrupted during the performance of the Work; (10) acquisition and installation of equipment and materials supplies and /or installed by the Owner or separate contractors; (11) material to be stored on site; and (12) Specific Dates. 13.6.2 For all major equipment and materials to be fabricated or supplied for the Project, the Construction Schedule shall show a sequence of activities including: (1) preparation of shop drawings and sample submissions; (2) a reasonable time for review of shop drawings and samples or such time as specified in the Contract Documents; (3) shop fabrication, delivery, and storage; (4) erection or installation; and (5) testing of equipment and materials. 13.6.3 The Construction Schedule shall include late completion dates for the Work that are no later than the required Specific Dates. The time - scaled graphic network shall be drawn based upon the early start dates of activities shown on the graphic. General Conditions of the Contract for Construction 00 72 00 -94 GENERAL CONDITIONS 13.6.4 All activity durations shall be given in calendar days. 13.7 CONTRACTOR APPROVAL AND CERTIFICATION 13.7.1 Approval by Contractor of the drafting and computerization of the Construction Schedule, the Schedule of Values and of schedule revisions, shall be signified by the Contractor by execution of the following certification for each separate Construction Schedule or schedule revision. If Contractor submits a Construction Schedule or schedule revision without the execution of a document containing the following certification, Contractor nevertheless agrees that the certification is binding upon Contractor for each separate Construction Schedule or schedule revision proposed by Contractor: "The undersigned Contractor hereby certifies that the proposed schedule revision to the Construction Schedule which is comprised of the graphic network of activities displayed on the sheets dated and of the computerized mathematical reports dated is Contractor's schedule revision to the Construction Schedule as required by the Contract Documents; and that said schedule revision is a true and accurate representation of his plan to complete the Work, including all Change Orders that are in the Contractor's possession as of the foregoing date, and fully complies with the requirements of the Contract Documents, including, but not limited to Article 13 and Paragraph 4.11 of the General Conditions. The Contractor further certifies that he will prosecute the Work in accordance with this schedule revision, subject to any change therein which is implemented in accordance with the Contract Documents; the undersigned acknowledges that this schedule revision shall be the instrument by which progress of the Work shall be monitored, and together with the dollar value assigned to each activity, shall be the basis of monthly payments in accordance with the Contract Documents; and the undersigned certifies that he has met and coordinated with and obtained the approval of said Schedule revision by all separate contractors that are affected thereby and has complied with all other requirements of the Contract Documents relating to coordination of said Schedule with separate contractors; the undersigned further acknowledges that Owner and the Construction Program Manager are under no obligation to accept or approve Contractor's proposed schedule revision unless same is in complete accordance with the Contract Documents." 13.8 UPDATING OF CONSTRUCTION SCHEDULE/ PROGRESS REPORTS 13.8.1 On or about the dates specified in the Contract Documents, Contractor shall arrange for his project manager and Superintendent to meet at Project site with the Construction Program Manager to review Contractor's report of actual progress, prepared by Contractor; said report shall set forth up -to -date and accurate progress data and shall be based upon Contractor's best judgment; and said report shall be prepared by Contractor in consultation with all principal Subcontractors and Suppliers as required by Subparagraph 13.1.4. 13.8.2 The progress report of Contractor shall show the activities, or portions of activities, completed during the reporting period, the actual start and finish dates for these activities, remaining durations and /or estimated completion dates for activities currently in progress. 13.8.3 The Construction Program Manager will produce a computerized update work sheet for the Contractor to complete as a part of this process. 13.8.4 Contractor shall submit a narrative report with the updated progress analysis which shall include, but not be limited to, a description of problem areas, current and anticipated delaying factors and their impact, explanations of corrective actions taken or planned, General Conditions of the Contract for Construction 00 72 00 -95 GENERAL CONDITIONS any newly planned activities or changes in sequence, and proposed logic for a Recovery Schedule, if required, as further described herein. The report shall also include: (1) a narrative describing actual Work accomplished during the reporting period; (2) a list of major construction equipment used on the Project during the reporting period and any construction equipment idle during the reporting period; (3) the total number of men by craft actually engaged in the Work during the reporting period, with such total stated separately as to office, supervisory, and field personnel; (4) a manpower and equipment forecast for the succeeding thirty (30) days, stating the total number of men by craft, and separately stating such total as to office, supervisory and field personnel; (5) a list of Contractor - supplied materials and equipment, indicating current availability and anticipated jobsite delivery dates; and (6) changes or additions to Contractor's supervisory personnel since the preceding progress report. 13.8.5 The Construction Program Manager will provide initial computer reports and monthly reports thereafter, in accordance with the following: 13.8.5.1 Schedule Reports: Initial and subsequent Schedule Reports will contain the following minimum information for each activity: (1) activity number, description and estimated duration in days; (2) early and late finish dates; (3) percentage of each activity completed as of each report; (4) remaining float/days behind schedule; and (5) responsibility for activity. 13.8.5.1.1 Actual start and finish dates shall be indicated for each activity, as appropriate. Dummies and completed activities will be omitted from remaining Float and Late Start Sorts. 13.8.5.2 Cost Reports: Initial and subsequent Cost Reports will include the following information for each activity, sorted by trade activity: (1) activity number and description; (2) percentage of value of Work in place against total value; (3) total cost of each activity; (4) value of Work in place since last report; (5) value of Work in place to date; and (6) value of uncompleted Work. 13.8.5.2.1 As part of the updating process, the Construction Program Manager's computer will calculate, based upon progress data provided by Contractor and agreed to by the Construction Program Manager, the value of Work done for each activity based on percentage complete for each activity less that amount previously paid for past percentages completed. Summation of all values of each activity less the appropriate percent of retainage shall be the amount payable to the Contractor, provided that Contractor has complied with all requirements of the Contract Documents. 13.8.6 Application for Payment: Contractor's monthly Application for Payment will be included with each Cost Report. Except as provided in Subparagraph 13.9.1, Contractor understands and agrees that the submission and approval of progress updates and the receipt of progress reports are an integral part and basic element of the Applications for Payment; and that Contractor will not be entitled to any progress payment under this Contract unless Contractor has fully complied with the requirements of this Article 13 and Article 9 hereof. 13.8.7 Contractor shall be solely responsible for expediting the delivery of all materials and equipment to be furnished by him so that the progress of construction shall be maintained according to the currently approved Construction Schedule for the Work. Contractor shall notify the Construction Program Manager in writing, and in a timely and reasonable manner, whenever Contractor determines or anticipates that the delivery date of any material or equipment to be furnished by Contractor will be later than the delivery date indicated by the Construction Schedule, or required consistent with the completion requirements of this Contract, subject to schedule updates as herein provided. General Conditions of the Contract for Construction 00 72 00 -96 GENERAL CONDITIONS 13.8.8 Contractor shall ensure that the critical path runs through on -site activities and that off -site activities do not control the critical path of the Construction Schedule. 13.9 INITIAL PROGRESS PAYMENT 13.9.1 The completed Construction Schedule, including the Schedule of Values, will be required for each Application for Payment. However, one initial provisional progress payment may be payable in the sole discretion of the Construction Program Manager if he determines the Contractor is complying with this Article 13 during the development of the Construction Schedule and Schedule of Values as required herein. However, no more than one Application for Payment will be approved until all of the requirements of this Article 13 have been met. 13.10 RECOVERY SCHEDULE 13.10.1 Should the updated Construction Schedule, at any time during Contractor's performance, show, in the sole opinion of the Construction Program Manager that the Contractor is fourteen (14) or more days behind schedule for any Specific Date, or should Contractor be required to undertake actions under Paragraph 4.12 hereof, the Contractor shall prepare a Recovery Schedule at no additional cost to the Owner (unless the Owner is solely responsible for the event or occurrence which has caused the schedule slippage) explaining and displaying how Contractor intends to reschedule his Work in order to regain compliance with the Construction Schedule during the immediate subsequent pay period. 13.10.2 If the Contractor believes that all of the time can be recovered during the subsequent pay period the Contractor will be permitted to prepare a Recovery Schedule as set forth below. However, if the Contractor believes it will take more than thirty (30) days to recover all of the lost time, he shall prepare and submit a request for revision to the Construction Schedule and comply with all of the requirements of a Schedule Revision as set forth in this Article 13. 13.10.2.1 The Contractor shall prepare and submit to the Construction Program Manager a one -month maximum duration Recovery Schedule, incorporating best available information from Subcontractors and others which will permit return to Construction Schedule at the earliest possible time. The Contractor shall prepare a Recovery Schedule to same level of detail as the Construction Schedule for a maximum duration of one month. This Recovery Schedule shall be prepared in coordination with other separate contractors on the Project. 13.10.2.2 Within two (2) days after submission of Recovery Schedule to the Construction Program Manager, the Contractor shall participate in a conference with the Construction Program Manager to review and evaluate the Recovery Schedule. Within two (2) days of conference, the Contractor shall submit the revisions necessitated by the review for the Construction Program Manager's review and approval. The Contractor shall use the approved Recovery Schedule as his plan for returning to the Construction Schedule. 13.10.2.3 Contractor shall confer continuously with the Construction Program Manager to assess the effectiveness of the Recovery Schedule. As a result of this conference, the Construction Program Manager will direct the Contractor as follows: If the Construction Program Manager determines the Contractor is still behind schedule, the Construction Program Manager will direct the Contractor to prepare a Schedule Revision and comply with all of the requirements of a Schedule Revision as stated herein and the other requirements of the Contract Documents; provided, however, that nothing herein shall limit in any way the General Conditions of the Contract for Construction 00 72 00 -97 GENERAL CONDITIONS rights and remedies of the Owner and Construction Program Manager as provided elsewhere in the Contract Documents; or .2 If the Construction Program Manager determines the Contractor has successfully complied with provisions of the Recovery Schedule, the Construction Program Manager will direct the Contractor to return to the use of the approved Construction Schedule. 13.11 SCHEDULE REVISIONS 13.11.1 Should Contractor desire to or be otherwise required under the Contract Documents to make modifications or changes in his method of operation, his sequence of Work or the durations of the activities in his Construction Schedule, he shall do so in accordance with the requirements of this Article 13 and the Contract Documents. Revisions to the approved Construction Schedule must be approved in writing by the Construction Program Manager. 13.11.2 Contractor shall submit requests for revisions to the Construction Schedule to the Construction Program Manager, together with written rationale for revisions and description of logic for rescheduling work and maintaining the Specific Dates listed in the Contract Documents. Proposed revisions acceptable to the Construction Program Manager and Owner will be incorporated into next update of Construction Schedule. Contractor shall pay the Owner for costs incurred by the Construction Program Manager for the revisions. 13.11.3 If there are separate contractors on the Project, prior to the submission by the Contractor of his proposed schedule revisions, he shall meet with and gain written approval of the separate contractors to make the revisions which shall be evidenced by the signatures of said separate contractors on the proposed schedule revisions. If accepted by the Construction Program Manager and Owner the revisions shall be binding upon Contractor and all separate contractors on the Project. 13.11.4 In submitting any proposed schedule revisions to the Construction Program Manager, Contractor shall submit therewith the following certification: 13.12 FLOAT TIME 13.12.1 Float or slack time associated with one chain of activities is defined as amount of time between earliest start date and latest start date or between earliest finish date and latest finish date for such activities, as calculated as part of the Construction Schedule. Float or slack time shown on the Construction Schedule is not for exclusive use or benefit of either the Owner or the Contractor and is available for use by either of them according to whichever first needs the use or benefit of the float to facilitate the effective use of available resources and to minimize the impact of Project problems, delays or Changes in the Work which may arise during performance. Contractor specifically agrees that float time may be used by the Owner or Construction Program Manager in conjunction with their review activities or to resolve Project problems. Contractor agrees that there will be no basis for any modification of the Specific Dates or an extension of the Contract Time, or a claim for additional compensation as a result of any Project problem, Change Order or delay which only results in the loss of available positive float on the Construction Schedule. 13.12.2 Float time shown on the Construction Schedule shall not be used arbitrarily by Contractor in a manner which, in the opinion of the Construction Program Manager, unnecessarily delays separate contractors from proceeding with their work in a way which is detrimental to the interests of the Owner. If Contractor refuses to perform Work General Conditions of the Contract for Construction 00 72 00 -98 GENERAL CONDITIONS which is available and necessary to be performed in order to not delay any separate contractors, the Owner may, regardless of the float shown on the Construction Schedule to be available for the path of activities which encompasses said Work, terminate the Contractor for default pursuant to Paragraph 14.3 hereof. 13.13 CONTRACTOR'S ORGANIZATION 13.13.1 Contractor shall maintain as part of his organization, or hire a Subcontractor with, a competent staff of sufficient size who are knowledgeable in the use, application and implementation of CPM as required by the Contract Documents. It shall be the responsibility of this staff to prepare input information for the Construction Schedule, monitor progress, provide input for updating and revising logic diagrams when necessary and otherwise assist the Contractor in fulfilling his obligations hereunder. 13.14 DEFAULT 13.14.1 Failure of the Contractor to substantially comply with the requirements of this Article 13 shall constitute a default by Contractor of his obligations under this Contract sufficient for termination of Contractor under Paragraph 14.3 of this Contract. ARTICLE 14 TERMINATION OF THE WORK 14.1 TERMINATION DUE TO WORK STOPPAGE 14.1.1 If the Work is stopped for a period of one hundred twenty (120) days or more under an order of any court or other public authority having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable, and the Work stoppage is not due in any way to any act or fault of Contractor or a Subcontractor or his agents or employees or any other persons performing any of the Work under a contract with the Contractor, then the Owner or Contractor may, upon seven (7) days' written Notice to the other party, terminate the Work. In such case, Contractor may recover from the Owner payment, on a quantum merit basis, for all Work executed to the date of termination. The Contractor shall not be entitled to collect and hereby expressly waives, any profit on Work not performed and any damages related to that portion of the Contract which has been terminated. 14.2 TERMINATION FOR CONVENIENCE OF THE OWNER 14.2.1 The Owner may, at any time upon ten (10) days' written Notice to the Contractor and Contractor's surety, which Notice shall specify that portion of the Work to be terminated and the date said termination is to take effect, terminate (without prejudice to any right or remedy of the Owner) the whole or any portion of the Work for the convenience of the Owner. The Contractor's sole remedy, in the event of such termination, will be the allowable termination costs permitted by Paragraph 14.4. 14.3 DEFAULT TERMINATION 14.3.1 The Owner may, upon ten (10) days' written Notice to the Contractor, terminate (without prejudice to any right or remedy of the Owner and Contractor's Surety, or any subsequent buyer of any portion of the Work) the Work of Contractor and his right to proceed either as to the whole or any portion of the Work required by the Contract General Conditions of the Contract for Construction 00 72 00 -99 GENERAL CONDITIONS Documents; and Owner may take possession of the Work and complete the Work by contract or otherwise in any one of the following circumstances: 1 If the Contractor refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure the completion of the Work by the Specific Dates or within the Contract Time; .2 If the Contractor is in material default in carrying out any provisions of the Contract for a cause within his control; .3 If the Contractor fails to supply a sufficient number of properly skilled workmen or proper equipment or materials that will ensure timely completion of the Work, or any portion thereof by any Specific Date; .4 If the Contractor fails to make prompt payment to Subcontractors or Sub - Subcontractors or to Suppliers for materials or labor, unless he otherwise provides the Owner satisfactory evidence that payment is not legally due; .5 If the insolvency, bankruptcy or financial condition of Contractor will hinder or impede the Contractor's fulfillment of all contractual obligations, including completion by the Specific Dates and the Contract Time; .6 If the Contractor disregards laws, permits, ordinances, codes, rules, regulations or orders of any public authority having jurisdiction, or fails to follow the instructions of the Owner or Construction Program Manager; .7 If the Contractor refuses or fails to properly schedule, plan, coordinate and execute the Work as specified herein, so as to perform the Work within the Specific Dates or Contract Time, or to provide scheduling or related information, revisions and updates as required by Article 13 and the Contract Documents; or 8 If the Contractor substantially or materially violates any provision of the Contract Documents. 14.3.2 The right of the Contractor to proceed shall not be so terminated under this Paragraph 14.3 because of any delays in the completion of the Work due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor or his Subcontractors as specifically set forth in Subparagraph 8.3.5 hereof. 14.3.3 If, after the Contractor has been terminated for default pursuant to Paragraph 14.3, it is determined by Construction Program Manager that none of the circumstances set forth in Subparagraph 14.3.1 exist, then such termination shall be considered a termination for convenience pursuant to Paragraph 14.2. In such case, the Contractor's sole remedy will be the costs permitted by Paragraph 14.4. 14.3.4 If the Owner so terminates the employment of the Contractor, the Contractor shall not be entitled to receive any further payment until the Work is finished by Contractor's surety or others. If the unpaid balance of the compensation to be paid to the Contractor hereunder shall exceed the expense of so completing the Work (including additional compensation for managerial, administrative and inspection services, or for the Construction Program Manager or Design Consultant, and any damages for delay), such excess shall be paid to the Contractor. 14.3.5 If such expenses shall exceed the unpaid balance, the Contractor and his surety shall be liable to the Owner for such excess. If the right of the Contractor to proceed with the Work is partially or fully terminated, the Owner may take possession of and utilize in General Conditions of the Contract for Construction 00 72 00 -100 GENERAL CONDITIONS completing the Work such materials, appliances, supplies, plant and equipment as may be on the site of the terminated portion of the Work and necessary for the completion of the Work. If the Owner does not fully terminate the right of the Contractor to proceed, the Contractor shall continue to perform the part of the Work that is not terminated. 14.4 ALLOWABLE TERMINATION COSTS 14.4.1 If the Owner terminates the whole or any portion of the Work pursuant to Paragraph 14.2 then the Owner shall only be liable to the Contractor for those amounts payable to the Contractor in accordance with Subparagraph 14.4.2, plus a markup of up to ten percent (10 %) for profit and overhead on the actual fully accounted costs recovered under Subparagraph 14.4.2; provided, however, that if the Construction Program Manager determines that Contractor would have sustained a loss on the entire Contract had it been completed, no markup shall be included or allowed hereunder and an appropriate adjustment shall be made reducing the amount of the settlement to reflect the indicated rate of loss. 14.4.1.1 After receipt of a Notice of Termination, the Contractor shall submit to the Owner his termination claim, in the form and with certification prescribed by the Owner. Such claim shall be submitted promptly but in no event later than ninety (90) days from the effective date of termination, unless extensions are granted in writing by the Owner upon request by the Contractor; any request by Contractor for an extension shall be made in writing within such ninety (90) day period or any authorized extension thereof. However, if the Owner determines that the facts justify such action, he may, in his sole discretion, receive and evaluate any such termination claim at any time after such ninety (90) day period or any extension thereof. Upon failure of the Contractor to submit his termination claim within the time allowed, the Owner and Construction Program Manager may determine, on the basis of information available to them, the amount, if any, due to the Contractor by reason of the termination shall be binding on Contractor as to the full and total costs due Contractor under this Article 14. 14.4.1.2 The Construction Program Manager shall: (1) update the Contractor's last Application for Payment to the date of termination and determine the percentage complete for each item of the Work so terminated; (2) determine the amount earned by Contractor pursuant to the Schedule of Values based upon the percentage complete for each item; and (3) certify to the Owner the amounts due Contractor pursuant to the Contract Documents. 14.4.2 If the Owner terminates the whole or any portion of the Work pursuant to Paragraph 14.2, the Owner shall pay the Contractor the amounts determined by the Construction Program Manager as follows: An amount for supplies, services, or property accepted by the Owner pursuant to Subparagraph 14.5.1.6 or sold pursuant to Subparagraph 14.5.1.7 and not heretofore paid for by Owner, and to the extent provided in the Contract such amount shall be equivalent to the aggregate price for such supplies or services computed in accordance with the price or prices specified in the Contract, appropriately adjusted for any saving of freight or other charges and any savings or benefit obtained by Contractor should Contractor acquire same under Subparagraph 14.5.1.7; and .2 The total of: (1) The amount certified by the Construction Program Manager pursuant to Subparagraph 14.4.1.2, but exclusive of any costs attributable to supplies or services paid or to be paid for under Subparagraphs 14.4.2.1 or 14.4.2.2; (2) The cost of settling and paying claims arising out of the termination of Work under subcontracts or orders, pursuant to Subparagraph 14.5.1.5, which are properly chargeable to the terminated portion of the Work (exclusive of General Conditions of the Contract for Construction 00 72 00 -101 GENERAL CONDITIONS amounts paid by Owner or payable on account of completed items of equipment delivered or services furnished by Subcontractors or Suppliers prior to the effective date of the Notice of termination), which amounts shall be included in the costs payable under (1) above; and (3) The reasonable costs of settlement, including accounting, legal, clerical and other expenses reasonably necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of the Work and for the termination and settlement of subcontracts and purchase orders thereunder, together with reasonable storage, transportation and other costs incurred in connection with the protection or disposition of property allocatable to the Contract. 3 However, the Owner will not be liable to the Contractor or any of his Subcontractors, Sub - subcontractors or Suppliers for any costs associated with termination if the subcontract or purchase order of the party seeking compensation does not include the proper termination clauses. 14.4.3 In arriving at any amount due the Contractor pursuant to Paragraph 14.4. there shall be deducted the following: 1 All amounts paid to Contractor under this Contract to the date of termination or thereafter; .2 Any claim which the Owner, Construction Program Manager, Design Consultant, utility owner or separate contractor may have against the Contractor; .3 Such amount as the Construction Program Manager determines to be necessary to protect the Owner against loss because of outstanding or potential liens or claims; .4 The agreed price for, or the proceeds of sale of, any materials, supplies or other things acquired by the Contractor or sold, pursuant to the provisions of Subparagraph 14.5.1.7, and not otherwise recovered by or credited to the Owner; and .5 Any amount which the Owner may withhold or which is otherwise payable or due Owner pursuant to the Contract Documents. 14.4.4 The total sum to be paid to the Contractor under this Paragraph 14.4 shall not exceed the Contract Sum as reduced by the amount of payments otherwise made or to be made for Work not terminated and as otherwise permitted by this Contract. Except for normal spoilage, and except to the extent that the Owner shall have otherwise expressly assumed the risk of loss, there shall be excluded from the amounts payable to the Contractor, as provided in Subparagraph 14.4.2, the fair value, as determined by the Construction Program Manager, of property which is destroyed, lost, stolen or damaged so as to become undeliverable to the Owner, or to a buyer pursuant to Subparagraph 14.5.1.7. 14.4.5 If the Owner terminates the whole or any part of the Work pursuant to Paragraph 14.3, then the Owner may procure, upon such terms and in such manner as the Construction Program Manager may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Owner for any excess costs for such similar supplies or services. The Contractor shall continue the performance of the Contract to the extent not terminated hereunder. 14.5 GENERAL TERMINATION PROVISIONS General Conditions of the Contract for Construction 00 72 00 -102 GENERAL CONDITIONS 14.5.1 After receipt of a Notice of termination from the Owner, pursuant to Paragraph 14.2 or 14.3, and except as otherwise directed by the Construction Program Manager, the Contractor shall: Stop Work under the Contract on that date and to the extent specified in the Notice of termination; .2 Place no further purchase orders or enter into any subcontracts for materials, services or facilities, except as may be necessary for completion of such portion of the Work under the Contract as is not terminated; .3 Terminate all purchase orders and subcontracts to the extent that they relate to the performance of Work terminated by the Notice of termination; .4 At the option of the Owner and the Construction Program Manager, assign to the Owner in the manner, at the times and to the extent directed by the Construction Program Manager, all rights in purchase orders and subcontracts; .5 Settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts, with the approval or ratification of the Construction Program Manager, to the extent he may require, which approval or ratification shall be final for all the purposes of this Article 14; .6 Transfer title and deliver to the entity or entities designated by the Owner, in the manner, at the times and to the extent directed by the Construction Program Manager to the extent specifically produced or specifically acquired by the Contractor for the performance of such portion of the Work as had been terminated, the following: (1) The fabricated or unfabricated parts of the Work in process, partially completed supplies and equipment, materials, parts, tools, dies, jigs and other fixtures, completed Work, supplies and other material produced as part of, or acquired in connection with the performance of the Work terminated by the Notice of termination; and (2) The completed or partially completed plans, drawings, information, releases, manuals and other property related to the Work and which, if the Contract had been completed, would have been required to be furnished to the Owner; 7 Use his best efforts to sell, in the manner, at the times, to the extent and at the price or prices directed or authorized by the Construction Program Manager, any property of the types referred to in Subparagraph 14.5.1.6; provided, however, that the Contractor: (1) Shall not be required to extend credit to any buyer; and (2) May acquire any such property under the conditions prescribed by and at a price or prices approved by the Construction Program Manager; and provided further that the proceeds of any such transfer or disposition shall be applied in reduction or any payments to be made by the Owner to the Contractor under the Contract or shall otherwise be credited to the Contract Sum covered by the Contract or paid in such other manner as the Construction Program Manager may direct; .8 Complete performance of such part of the Work as shall not have been terminated by the Notice of termination; and .9 Take such action as may be necessary, or as the Construction Program Manager may direct, for the protection and preservation of the property related to the Contract which is in the possession of the Contractor and in which the Owner has or may acquire an interest. General Conditions of the Contract for Construction 00 72 00 -103 GENERAL CONDITIONS 14.5.2 The Contractor shall, from the effective date of termination, preserve and make available to the Owner, at all reasonable times at the office of the Contractor, but without cost to the Owner, all his books, records, documents and other evidence bearing on the costs and expenses of the Contractor under this Contract as required by Paragraph 3.7 hereof. 14.5.3 If the termination, pursuant to Paragraph 14.2, is partial, the Contractor may file with the Construction Program Manager a claim for a Change Order, to the extent he believes a Change has occurred in the continued portion of the Work (the portion not terminated by the Notice of termination) as a result of said termination. Any claim by the Contractor for a Change Order under this Subparagraph 14.5.3 must be completely itemized and asserted in writing within ninety (90) days from the effective date of the Notice of termination; otherwise said claim is waived by Contractor. 14.5.4 The Contractor shall refund to the Owner any amounts paid by the Owner to the Contractor in excess of amounts reimbursable under Paragraph 14.4. 14.5.5 The Owner may, at his option and at the Contractor's expense, have costs claimed to be reimbursable under Paragraph 14.4 audited and certified by independent certified public accountants selected by the Owner. 14.5.6 The Contractor shall be entitled to only those damages and that relief from termination by the Owner as specifically provided in this Article 14. 14.5.7 Contractor shall include termination clauses identical to this Article 14 in each of his subcontracts and his principal Purchase Orders. 14.5.8 Termination of all or any portion of Contractor's Work does not terminate this Contract, but only Contractor's performance thereunder for the Work terminated. Contractor shall remain liable to Owner for all obligations, responsibilities, duties and warranties not extinguished as a result of said termination pursuant to the Contract Documents or by operation of law. END OF GENERAL CONDITIONS General Conditions of the Contract for Construction 00 72 00 -104 SUPPLEMENTAL CONDITIONS SUPPLEMENTAL CONDITIONS See also Division 1 of the Specifications— General Requirements 1.01 INTERRUPTION OF UTILITIES A. The Contractor does not require the Owner's permission to interrupt utilities, in the event of an emergency affecting the safety of property, health or life. 1.02 PROTECTION OF EXISTING PROPERTY A. Protection of Roadways, Sidewalks, and Property Surfaces: The Contractor shall repair and clean roadway, sidewalk and property surfaces located outside constructions limits free of dirt and mud where caused by conveyance of construction and demolition materials, equipment and personnel to and from the construction site. Contractor shall notify the Owner for his review of a written schedule, by which the Contractor shall perform corrective and clean -up work. Work shall be done at no additional expense to the Owner. 2. The Contractor shall be responsible for damage to property and persons that result from work inside and outside the construction limits. The Contractor shall promptly correct damages that create health, safety or property danger. 1.03 DRAWINGS A. Except where dimensions are shown, the drawings are diagrammatic and shall not be scaled. Exact location of fixtures, apparatus, and piping shall be determined by dimensions on the site. 1.04 DEMOLITION A. All materials indicated to be removed shall be disposed of off the Owner's properly, In accordance with all laws and regulations. B. The use of explosives will not be permitted unless prior written permission from the Owner has been obtained. C. The amount of dust resulting from the operations shall be controlled to prevent the spread of dust to avoid cleaning of a nuisance in the surrounding area. D. Proposed procedures for the accomplishment of demolition work shall be submitted in writing to the Owner for approval. Procedures shall provide for safe conduct of the work, careful removal and disposition of materials, protection of property which is to remain undisturbed and coordination with other work in progress. Submittal shall include a detailed description of the methods and equipment to be used for each operation, and the sequence of operations. Supplemental Conditions of the Contract for Construction 00 73 00 -1 SUPPLEMENTAL CONDITIONS 1.05 PROTECTION A. Protection of personnel: pedestrians and /or vehicle barricades shall be used. Utilize safety barricades where the safety of drivers is endangered by the work area. Safety 1.06 STREET ADDRESS A. For purposes of utility work, the street address of this project is: 2314 Tobacco Road, Augusta, GA 30906. 1.07 ACCESS TO SITE BY PERSONNEL OF OWNER A. The Contractor agrees that mechanics, electricians, and maintenance personnel of the Owner may enter onto the site during the progress of the work for the purpose of maintaining existing facilities, and for the purpose of taking emergency measures necessary to preserve life of property. The Contractor shall have the right to exclude from the site any mechanic or maintenance personnel who undertakes to enter without a hard hat or who violates any of the safety regulations imposed by the U.S. Department of Labor, OSHA, by the Contractor, by law, or by the State Commissioner of Labor. 1.08 CODE AND STANDARDS A. The Codes and Standards referred to are minimum standards. Where the requirements of the Contract Documents exceed those of the Codes and Standards, the drawings and specifications shall be followed. 1.09 DOCUMENTS REQUIRED PRIOR TO FINAL PAYMENT A. The following documents required prior to final payment, shall be delivered by the Contractor to the Owner, in the quantities indicated prior to final inspection of work: 1. Non - Influence Affidavit, 4 copies 2. Statutory Affidavit, 4 copies 3. Written notice of readiness for final inspection 4. Operating and Maintenance Data and Instructions 5. As -built "redline" drawings, 2 sets END OF SUPPLEMENTAL CONDITIONS Supplemental Conditions of the Contract for Construction 00 73 00 -2