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7540 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 RFP Landfill Cell 4 Construction 7540 Christa Christian Not Applicable February 23, 2021 N/A 21-233 00 52 43 - 1 Agreement Page 1 of 6 CITY OF DENTON 7540 Landfill Cell 4 Construction STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 SECTION 00 52 43 1 AGREEMENT 2 THIS AGREEMENT, authorized on ______________is made by and between the City of Denton, 3 a Texas home rule municipality, acting by and through its duly authorized City Manager, (“City”), 4 and Hammett Excavation, Inc., authorized to do business in Texas, acting by and through its duly 5 authorized representative, (“Contractor”). 6 City and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows: 7 Article 1. WORK 8 Contractor shall complete all Work as specified or indicated in the Contract Documents for the 9 Project identified herein. 10 Article 2. PROJECT 11 The project for which the Work under the Contract Documents may be the whole or only a part is 12 generally described as follows: 13 Landfill Cell 4 Construction 14 Contract No: 7540 15 Article 3. CONTRACT PRICE 16 City agrees to pay Contractor for performance of the Work in accordance with the Contract 17 Documents an amount, in current funds, of Three million, two hundred, forty-seven thousand, 18 nine hundred, seventy-four dollars and eighty-four cents (3,247,974.84). 19 Article 4. CONTRACT TIME 20 4.1 Final Acceptance. 21 The Work will be complete for Final Acceptance within 270 days after the date when the 22 Contract Time commences to run, as provided in Paragraph 2.03 of the General Conditions, 23 plus any extension thereof allowed in accordance with Article 12 of the General Conditions. 24 4.2 Liquidated Damages 25 Contractor recognizes that time is of the essence for completion of Milestones, if any, and 26 to achieve Final Acceptance of the Work and City will suffer financial loss if the Work is 27 not completed within the time(s) specified in Paragraph 4.1 above. The Contractor also 28 recognizes the delays, expense and difficulties involved in proving in a legal proceeding, 29 the actual loss suffered by the City if the Work is not completed on time. Accordingly, 30 instead of requiring any such proof, Contractor agrees that as liquidated damages for delay 31 (but not as a penalty), Contractor shall pay City Two Hundred Dollars ($200.00) for each 32 day that expires after the time specified in Paragraph 4.1 for Final Acceptance until the 33 City issues the Final Letter of Acceptance. 34 Article 5. CONTRACT DOCUMENTS 35 5.1 CONTENTS: 36 A. The Contract Documents which comprise the entire agreement between City and 37 Contractor concerning the Work consist of the following: 38 1. This Agreement. 39 2. Attachments to this Agreement: 40 a. Bid Form 41 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 02/23/2021 00 52 43 - 2 Agreement Page 2 of 6 CITY OF DENTON 7540 Landfill Cell 4 Construction STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 1) Proposal Form 1 2) Vendor Compliance to State Law Non-Resident Bidder 2 b. Current Prevailing Wage Rate Table 3 c. Worker’s Compensation Affidavit 4 d. General Conditions. 5 e. Supplementary Conditions. 6 3. The following located in File 7540 at: 7 https://lfpubweb.cityofdenton.com/MaterialsManagement/Browse.aspx?startid=198 &row=1&dbid=0: 9 a. Specifications described in the Table of Contents of the Project’s Contract 10 Documents. 11 b. North Central Texas Council of Governments Standard Specifications for Public 12 Works Construction – Fourth Edition, Divisions 200-800, and as amended by 13 City, and described in the Table of Contents of the Project’s Contract Documents. 14 c. Drawings. 15 d. Addenda. 16 e. Documentation submitted by Contractor prior to Notice of Award. 17 4. The following which shall be issued after the Effective Date and delivered to the City 18 within ten (10) days of the Effective Date and before beginning Work: 19 a. Payment Bond 20 b. Performance Bond 21 c. Maintenance Bond 22 d. Power of Attorney for the Bonds 23 e. Form 1295 – Certificate of Interested Parties (email to purchasing) 24 f. Insurance Certificate 25 5. The following which may be delivered or issued after the Effective Date and, if 26 issued, become an incorporated part of the Contract Documents: 27 a. Notice to Proceed. 28 b. Field Orders. 29 c. Change Orders. 30 d. Letter of Final Acceptance. 31 32 33 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 00 52 43 - 3 Agreement Page 3 of 6 CITY OF DENTON 7540 Landfill Cell 4 Construction STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 Article 6. INDEMNIFICATION 1 6.1 Contractor covenants and agrees to indemnify, hold harmless and defend, at its own 2 expense, the city, its officers, servants and employees, from and against any and all 3 claims arising out of, or alleged to arise out of, the work and services to be performed 4 by the contractor, its officers, agents, employees, subcontractors, licensees or invitees 5 under this contract. This indemnification provision is specifically intended to operate 6 and be effective even if it is alleged or proven that all or some of the damages being 7 sought were caused, in whole or in part, by any act, omission or negligence of the city. 8 This indemnity provision is intended to include, without limitation, indemnity for any 9 and all costs, expenses and legal fees incurred by the city in defending against such 10 claims and causes of actions. 11 12 6.2 Contractor covenants and agrees to indemnify and hold harmless, at its own expense, 13 the city, its officers, servants and employees, from and against any and all loss of, 14 damage to, or destruction of, property of the city, arising out of, or alleged to arise out 15 of, the work and services to be performed by the contractor, its officers, agents, 16 employees, subcontractors, licensees or invitees under this contract. This 17 indemnification provision is specifically intended to operate and be effective even if it is 18 alleged or proven that all or some of the damages being sought were caused, in whole or 19 in part, by any act, omission or negligence of the city. 20 21 Article 7. MISCELLANEOUS 22 7.1 Terms. 23 Terms used in this Agreement which are defined in Article 1 of the General Conditions will 24 have the meanings indicated in the General Conditions. 25 7.2 Assignment of Contract. 26 This Agreement, including all of the Contract Documents may not be assigned by the 27 Contractor without the advanced express written consent of the City. 28 7.3 Successors and Assigns. 29 City and Contractor each binds itself, its partners, successors, assigns and legal 30 representatives to the other party hereto, in respect to all covenants, agreements and 31 obligations contained in the Contract Documents. 32 7.4 Severability. 33 Any provision or part of the Contract Documents held to be unconstitutional, void or 34 unenforceable by a court of competent jurisdiction shall be deemed stricken, and all 35 remaining provisions shall continue to be valid and binding upon City and Contractor. 36 7.5 Governing Law and Venue. 37 This Agreement, including all of the Contract Documents is performable in the State of 38 Texas. Venue shall be Denton County, Texas, or the United States District Court for the 39 Eastern District of Texas, Sherman Division. 40 7.6 Authority to Sign. 41 Contractor shall attach evidence of authority to sign Agreement if signed by someone other 42 than the duly authorized signatory of the Contractor. 43 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 00 52 43 - 4 Agreement Page 4 of 6 CITY OF DENTON 7540 Landfill Cell 4 Construction STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 1 7.7 Prohibition On Contracts With Companies Boycotting Israel. 2 Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government 3 Code, the City is prohibited from entering into a contract with a company for goods or 4 services unless the contract contains a written verification from the company that it: (1) 5 does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 6 The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms 7 in Section 808.001 of the Texas Government Code. By signing this contract, Contractor 8 certifies that Contractor’s signature provides written verification to the City that 9 Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of 10 the contract. 11 12 7.8 Immigration Nationality Act. 13 Contractor shall verify the identity and employment eligibility of its employees who perform 14 work under this Agreement, including completing the Employment Eligibility Verification 15 Form (I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms 16 and supporting eligibility documentation for each employee who performs work under this 17 Agreement. Contractor shall adhere to all Federal and State laws as well as establish 18 appropriate procedures and controls so that no services will be performed by any Contractor 19 employee who is not legally eligible to perform such services. CONTRACTOR SHALL 20 INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, 21 LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY 22 CONTRACTOR, CONTRACTOR’S EMPLOYEES, SUBCONTRACTORS, 23 AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right 24 to immediately terminate this Agreement for violations of this provision by Contractor. 25 26 7.9 No Third-Party Beneficiaries. 27 This Agreement gives no rights or benefits to anyone other than the City and the Contractor 28 and there are no third-party beneficiaries. 29 30 31 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 00 52 43 - 5 Agreement Page 5 of 6 CITY OF DENTON 7540 Landfill Cell 4 Construction STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 7.10 No Cause of Action Against Engineer. 1 Contractor, its subcontractors and equipment and materials suppliers on the Project or their 2 sureties, shall maintain no direct action against the Engineer, its officers, employees, and 3 subcontractors, for any claim arising out of, in connection with, or resulting from the engineering 4 services performed. Only the City will be the beneficiary of any undertaking by the Engineer. 5 The presence or duties of the Engineer's personnel at a construction site, whether as on-site 6 representatives or otherwise, do not make the Engineer or its personnel in any way 7 responsible for those duties that belong to the City and/or the City's Contractors or other 8 entities, and do not relieve the Contractors or any other entity of their obligations, duties, and 9 responsibilities, including, but not limited to, all construction methods, means, techniques, 10 sequences, and procedures necessary for coordinating and completing all portions of the 11 construction work in accordance with the Contract Documents and any health or safety 12 precautions required by such construction work. The Engineer and its personnel have no 13 authority to exercise any control over any construction contractor or other entity or their 14 employees in connection with their work or any health or safety precautions. 15 16 SIGNATURE PAGE TO FOLLOW 17 18 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 00 52 43 - 6 Agreement Page 6 of 6 CITY OF DENTON 7540 Landfill Cell 4 Construction STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised September 20, 2018 IN WITNESS WHEREOF, City and Contractor have each executed this Agreement to be effective 1 as of the date subscribed by the City’s designated City Manager (“Effective Date”). 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 ATTEST: 37 ROSA RIOS, CITY SECRETARY 38 39 40 _______________________________________ 41 42 43 APPROVED AS TO LEGAL FORM: 44 AARON LEAL, CITY ATTORNEY 45 46 _______________________________________ 47 CITY OF DENTON BY: ___________________________________ CITY MANAGER CONTRACTOR HAMMETT EXCAVATION, INC BY: ___________________________________ AUTHORIZED AGENT _______________________________________ NAME _______________________________________ TITLE _______________________________________ PHONE NUMBER _______________________________________ EMAIL ADDRESS THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ Brian Boerner__________ SIGNATURE PRINTED NAME Director of Solid Waste____________________ TITLE Solid Waste and Recycling_________________ DEPARTMENT DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 903-623-3040 President GAYLON HAMMETT gaylon@hammett-excavation.com DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 "General Decision Number: TX20210016 01/01/2021 Superseded General Decision Number: TX20200016 State: Texas Construction Type: Heavy County: Denton County in Texas. Heavy Construction, Including Treatment Plants (Does not include water/sewer lines) Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.95 for calendar year 2021 applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015. If this contract is covered by the EO, the contractor must pay all workers in any classification listed on this wage determination at least $10.95 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2021. If this contract is covered by the EO and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must pay workers in that classification at least the wage rate determined through the conformance process set forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate, if it is higher than the conformed wage rate). The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but it does not apply to contracts subject only to the Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/01/2021 ASBE0021-003 06/01/2016 Rates Fringes ASBESTOS WORKER/HEAT & FROST INSULATOR (Includes application of all insulating materials, protective coverings, coatings, and finishings to all types of mechanical systems)..............$ 24.32 7.52 ---------------------------------------------------------------- * ELEC0020-004 12/01/2020 Rates Fringes Electricians: Cable Splicer...............$ 29.81 8.84 Electrician.................$ 31.60 9.99 Page 1 of 5 1/15/2021https://beta.sam.gov/wage-determination/TX20210016/0?keywords=denton&sort=-relevan... DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 ---------------------------------------------------------------- ELEC0220-001 06/29/2020 Rates Fringes Line Construction: CABLE SPLICERS..............$ 17.12 14.5%+3.75 EQUIPMENT OPERATORS.........$ 22.95 20.5%+6.50 GROUNDMAN...................$ 17.13 4.5%+6.75 LINEMAN.....................$ 34.26 20.5%+6.50 TRUCK DRIVER................$ 20.56 9.5%+6.50 ---------------------------------------------------------------- ENGI0178-001 06/01/2020 Rates Fringes Cranes: Hydraulic Crane (35 ton & under)......................$ 23.70 9.35 Hydraulic Crane (35 tons & under)......................$ 32.35 13.10 Hydraulic over 35 tons, Derricks, Overhead Gentry, Stiffleg, Tower, etc., and Cranes with Piledriving or Caisson attachments......$ 32.60 13.10 Hydraulic over 35 tons,Derricks, Overhead Gentry,Stiffleg,Tower,etc., and Cranes with Piledriving or Caisson attachements................$ 24.70 9.35 ---------------------------------------------------------------- IRON0263-010 06/01/2017 Rates Fringes Ironworkers: Reinforcing & Structural....$ 23.25 7.32 ---------------------------------------------------------------- PLUM0100-002 11/01/2017 Rates Fringes Plumbers and Pipefitters.........$ 30.84 11.51 ---------------------------------------------------------------- SHEE0068-002 11/01/2012 Rates Fringes Sheet metal worker...............$ 27.64 8.84 ---------------------------------------------------------------- SUTX1990-039 08/01/1990 Rates Fringes CARPENTER........................$ 10.536 Concrete Finisher................$ 9.603 Form Builder.....................$ 8.036 Form Setter......................$ 9.578 Page 2 of 5 1/15/2021https://beta.sam.gov/wage-determination/TX20210016/0?keywords=denton&sort=-relevan... DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 Laborers: Common......................$ 7.25 Utility.....................$ 7.25 Pipelayer........................$ 7.961 Power equipment operators: Backhoe.....................$ 10.971 Bulldozer...................$ 9.942 Front end loader............$ 10.771 Mechanic....................$ 9.88 Motor Grader................$ 11.633 Oiler.......................$ 9.183 Scraper.....................$ 8.00 TRUCK DRIVER.....................$ 7.465 ---------------------------------------------------------------- WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. ================================================================ Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). ---------------------------------------------------------------- The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of ""identifiers"" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than ""SU"" or ""UAVG"" denotes that the union classification and rate were Page 3 of 5 1/15/2021https://beta.sam.gov/wage-determination/TX20210016/0?keywords=denton&sort=-relevan... DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. ---------------------------------------------------------------- WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on Page 4 of 5 1/15/2021https://beta.sam.gov/wage-determination/TX20210016/0?keywords=denton&sort=-relevan... DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. ================================================================ END OF GENERAL DECISION " Page 5 of 5 1/15/2021https://beta.sam.gov/wage-determination/TX20210016/0?keywords=denton&sort=-relevan... DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. This document has important legal consequences; consultation with an attorney is encouraged with respect to use or modification. This document should be adapted to circumstances of contemplated Project and controlling Laws and regulations. SECTION 00 72 00 - STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT These General Conditions were prepared for use with Agreement between Owner and Contractor for Construction Contract. Provisions are interrelated and change in one may necessitate change in the other. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. To prepare supplementary conditions coordinated with General Conditions, use EJCDC’s Guide to Preparation of Supplementary Conditions. Full EJCDC Construction series of documents discussed in Commentary on 2013 EJCDC Construction Documents. Copyright © 2013: National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 703.684.2882 www.nspe.org American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 202.347.7474 www.acec.org American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 800.548.2723 www.asce.org Copyright for this document is owned jointly by the three sponsoring organizations listed. The National Society of Professional Engineers is Copyright Administrator for EJCDC documents; please direct all inquiries regarding EJCDC copyrights to NSPE. NOTE: EJCDC publications may be purchased at www.ejcdc.org, or from any of the sponsoring organizations. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page i STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Page ARTICLE 1 – Definitions and Terminology ....................................................................................... 1 1.01 Defined Terms ........................................................................................................................ 1 1.02 Terminology ........................................................................................................................... 4 ARTICLE 2 – Preliminary Matters .................................................................................................... 6 2.01 Delivery of Bonds and Evidence of Insurance ........................................................................ 6 2.02 Copies of Documents ............................................................................................................. 6 2.03 Before Starting Construction ................................................................................................. 6 2.04 Preconstruction Conference; Designation of Authorized Representatives ........................... 6 2.05 Initial Acceptance of Schedules ............................................................................................. 7 2.06 Electronic Transmittals ........................................................................................................... 7 ARTICLE 3 – Documents: Intent, Requirements, Reuse .................................................................. 7 3.01 Intent ...................................................................................................................................... 7 3.02 Reference Standards .............................................................................................................. 8 3.03 Reporting and Resolving Discrepancies ................................................................................. 8 3.04 Requirements of Contract Documents .................................................................................. 9 3.05 Reuse of Documents .............................................................................................................. 9 ARTICLE 4 – Commencement and Progress of Work .................................................................... 10 4.01 Commencement of Contract Times; Notice to Proceed ...................................................... 10 4.02 Starting Work ....................................................................................................................... 10 4.03 Reference Points .................................................................................................................. 10 4.04 Progress Schedule ................................................................................................................ 10 4.05 Delays in Contractor’s Progress ........................................................................................... 10 ARTICLE 5 – Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions ..................................................................................................................................... 11 5.01 Availability of Lands ............................................................................................................. 11 5.02 Use of Site and Other Areas ................................................................................................. 12 5.03 Subsurface and Physical Conditions ..................................................................................... 13 5.04 Differing Subsurface or Physical Conditions ........................................................................ 13 5.05 Underground Facilities ......................................................................................................... 15 5.06 Hazardous Environmental Conditions at Site ...................................................................... 16 ARTICLE 6 – Bonds and Insurance ................................................................................................. 18 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page ii 6.01 Performance, Payment, and Other Bonds ........................................................................... 18 6.02 Insurance—General Provisions ............................................................................................ 19 6.03 Contractor’s Insurance ......................................................................................................... 20 6.04 Owner’s Liability Insurance .................................................................................................. 22 6.05 Property Insurance ............................................................................................................... 22 6.06 Waiver of Rights ................................................................................................................... 24 6.07 Receipt and Application of Property Insurance Proceeds ................................................... 25 ARTICLE 7 – Contractor’s Responsibilities .................................................................................... 25 7.01 Supervision and Superintendence ....................................................................................... 25 7.02 Labor; Working Hours .......................................................................................................... 25 7.03 Services, Materials, and Equipment ..................................................................................... 26 7.04 “Or Equals” ........................................................................................................................... 26 7.05 Substitutes ........................................................................................................................... 27 7.06 Concerning Subcontractors, Suppliers, and Others ............................................................. 28 7.07 Patent Fees and Royalties .................................................................................................... 30 7.08 Permits ................................................................................................................................. 30 7.09 Taxes .................................................................................................................................... 30 7.10 Laws and Regulations ........................................................................................................... 31 7.11 Record Documents ............................................................................................................... 31 7.12 Safety and Protection ........................................................................................................... 31 7.13 Safety Representative .......................................................................................................... 32 7.14 Hazard Communication Programs ....................................................................................... 32 7.15 Emergencies ......................................................................................................................... 32 7.16 Shop Drawings, Samples, and Other Submittals .................................................................. 33 7.17 Contractor’s General Warranty and Guarantee................................................................... 35 7.18 Indemnification .................................................................................................................... 35 7.19 Delegation of Professional Design Services ......................................................................... 36 ARTICLE 8 – Other Work at Site .................................................................................................... 37 8.01 Other Work .......................................................................................................................... 37 8.02 Coordination ........................................................................................................................ 37 8.03 Legal Relationships ............................................................................................................... 37 ARTICLE 9 – Owner’s Responsibilities ........................................................................................... 38 9.01 Communications to Contractor ............................................................................................ 38 9.02 Replacement of Engineer ..................................................................................................... 39 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page iii 9.03 Furnish Data ......................................................................................................................... 39 9.04 Pay When Due ...................................................................................................................... 39 9.05 Lands and Easements; Reports, Tests, and Drawings .......................................................... 39 9.06 Insurance .............................................................................................................................. 39 9.07 Change Orders ...................................................................................................................... 39 9.08 Inspections, Tests, and Approvals ........................................................................................ 39 9.09 Limitations on Owner’s Responsibilities .............................................................................. 39 9.10 Undisclosed Hazardous Environmental Condition ............................................................... 39 9.11 Evidence of Financial Arrangements .................................................................................... 39 9.12 Safety Programs ................................................................................................................... 40 ARTICLE 10 – Engineer’s Status During Construction ................................................................... 40 10.01 Owner’s Representative ....................................................................................................... 40 10.02 Visits to Site .......................................................................................................................... 40 10.03 Project Representative ......................................................................................................... 40 10.04 Rejecting Defective Work ..................................................................................................... 40 10.05 Shop Drawings, Change Orders and Payments .................................................................... 40 10.06 Determinations for Unit Price Work .................................................................................... 41 10.07 Decisions on Requirements of Contract Documents and Acceptability of Work ................ 41 10.08 Limitations on Engineer’s Authority and Responsibilities .................................................... 41 10.09 Compliance with Safety Program ......................................................................................... 41 ARTICLE 11 – Amending Contract Documents; Changes in Work ................................................ 42 11.01 Amending and Supplementing Contract Documents .......................................................... 42 11.02 Owner-Authorized Changes in Work ................................................................................... 42 11.03 Unauthorized Changes in Work ........................................................................................... 43 11.04 Change of Contract Price ..................................................................................................... 43 11.05 Change of Contract Times .................................................................................................... 44 11.06 Change Proposals ................................................................................................................. 44 11.07 Execution of Change Orders ................................................................................................. 45 11.08 Notification to Surety ........................................................................................................... 45 ARTICLE 12 – Claims ...................................................................................................................... 45 12.01 Claims ................................................................................................................................... 45 ARTICLE 13 – Cost of Work; Allowances; Unit Price Work ........................................................... 46 13.01 Cost of Work......................................................................................................................... 46 13.02 Allowances ........................................................................................................................... 49 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page iv 13.03 Unit Price Work .................................................................................................................... 49 ARTICLE 14 – Tests and Inspections; Correction, Removal or Acceptance of Defective Work .... 50 14.01 Access to Work ..................................................................................................................... 50 14.02 Tests, Inspections, and Approvals ........................................................................................ 50 14.03 Defective Work..................................................................................................................... 51 14.04 Acceptance of Defective Work ............................................................................................. 51 14.05 Uncovering Work ................................................................................................................. 52 14.06 Owner May Stop Work ......................................................................................................... 52 14.07 Owner May Correct Defective Work .................................................................................... 52 ARTICLE 15 – Payments to Contractor; Set-Offs; Completion; Correction Period ....................... 53 15.01 Progress Payments ............................................................................................................... 53 15.02 Contractor’s Warranty of Title ............................................................................................. 56 15.03 Substantial Completion ........................................................................................................ 56 15.04 Partial Use or Occupancy ..................................................................................................... 57 15.05 Final Inspection .................................................................................................................... 57 15.06 Final Payment ....................................................................................................................... 58 15.07 Waiver of Claims .................................................................................................................. 59 15.08 Correction Period ................................................................................................................. 59 ARTICLE 16 – Suspension of Work and Termination .................................................................... 60 16.01 Owner May Suspend Work .................................................................................................. 60 16.02 Owner May Terminate for Cause ......................................................................................... 60 16.03 Owner May Terminate For Convenience ............................................................................. 61 16.04 Contractor May Stop Work or Terminate ............................................................................ 61 ARTICLE 17 – Final Resolution of Disputes ................................................................................... 62 17.01 Methods and Procedures ..................................................................................................... 62 ARTICLE 18 – Miscellaneous ......................................................................................................... 62 18.01 Giving Notice ........................................................................................................................ 62 18.02 Computation of Times .......................................................................................................... 62 18.03 Cumulative Remedies .......................................................................................................... 62 18.04 Limitation of Damages ......................................................................................................... 62 18.05 No Waiver ............................................................................................................................ 63 18.06 Survival of Obligations ......................................................................................................... 63 18.07 Controlling Law .................................................................................................................... 63 18.08 Headings ............................................................................................................................... 63 DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 63 ARTICLE 1 – DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the Bidding Requirements or Contract Documents, a term printed with initial capital letters, including the term’s singular and plural forms, will have the meaning indicated in definitions. In addition to terms specifically defined, terms with initial capital letters in Contract Documents include references to identified articles and Articles, and the titles of other documents or forms. 1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement—Written instrument, executed by Owner and Contractor, that sets forth Contract Price and Contract Times, identifies the parties and the Engineer, and designates the specific items that are Contract Documents. 3. Application for Payment—Form acceptable to Engineer which is to be used by Contractor during the course of Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by Contract Documents. 4. Bid—Offer of a Bidder submitted on the prescribed form setting forth the prices for Work to be performed. 5. Bidder—Individual or entity that submits a Bid to Owner. 6. Bidding Documents—Bidding Requirements, proposed Contract Documents, and all Addenda. 7. Bidding Requirements—Advertisement or invitation to bid, Instructions to Bidders, Bid Bond or other Bid security, if any, Bid Form, and Bid with any attachments. 8. Change Order—Document which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in Work or an adjustment in Contract Price or Contract Times, or other revision to Contract, issued on or after Effective Date of Contract. 9. Change Proposal—Written request by Contractor, duly submitted in compliance with the procedural requirements set forth herein, seeking an adjustment in Contract Price or Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of Contract Documents or the acceptability of Work under Contract Documents; challenging a set-off against payments due; or seeking other relief with respect to the terms of Contract. 10. Claim—(a) Demand or assertion by Owner directly to Contractor, duly submitted in compliance with the procedural requirements set forth herein: seeking an adjustment of Contract Price or Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of Contract Documents or the acceptability of Work under Contract Documents; contesting Engineer’s decision regarding a Change Proposal; seeking resolution of a contractual issue that Engineer has declined to address; or seeking other relief with respect to the terms of Contract; or (b) a demand or assertion by Contractor directly to Owner, duly submitted in compliance with the procedural requirements set forth herein, contesting Engineer’s decision regarding a Change DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 63 Proposal; or seeking resolution of a contractual issue that Engineer has declined to address. A demand for money or services by a third party is not a Claim. 11. Constituent of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§5501 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; or (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 12. Contract—Entire and integrated written contract between Owner and Contractor concerning Work. 13. Contract Documents—Items so designated in Agreement, and which together comprise Contract. 14. Contract Price—Money Owner agreed to pay Contractor for completion of Work in accordance with Contract Documents. . 15. Contract Times—Number of days or the dates by which Contractor shall: (a) achieve Milestones, if any; (b) achieve Substantial Completion; and (c) complete Work. 16. Contractor—Individual or entity who Owner contracted for performance of Work. 17. Cost of Work—See Article 13.01 for definition. 18. Drawings—Part of Contract that graphically shows the scope, extent, and character of Work to be performed by Contractor. 19. Effective Date of Contract—Date, indicated in Agreement, on which Contract becomes effective. 20. Engineer—Individual or entity named as such in Agreement. 21. Field Order—Written order issued by Engineer which requires minor changes in Work but does not change Contract Price or Contract Times. 22. Hazardous Environmental Condition—Presence at Site of Constituents of Concern in such quantities or circumstances that may present a danger to persons or property exposed thereto. Presence at Site of materials necessary for execution of Work, or incorporated in Work, and controlled and contained pursuant to industry practices, laws and regulations, and Contract requirements, does not establish a Hazardous Environmental Condition. 23. Laws and regulations; Laws or regulations—Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 24. Liens—Charges, security interests, or encumbrances upon Contract-related funds, real property, or personal property. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 63 25. Milestone—A principal event in the performance of Work that Contract requires Contractor to achieve by an intermediate completion date or by a time prior to Substantial Completion of all Work. 26. Notice of Award—Written notice by Owner to a Bidder of Owner’s acceptance of Bid. 27. Notice to Proceed—Written notice by Owner to Contractor fixing the date on which Contract Times will commence to run and on which Contractor shall start to perform Work. 28. Owner—Individual or entity with which Contractor has contracted regarding Work, and which has agreed to pay Contractor for the performance of Work, pursuant to the terms of Contract. 29. Progress Schedule—Schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising Contractor’s plan to accomplish Work within Contract Times. 30. Project—Total undertaking to be accomplished for Owner by engineers, contractors, and others, including planning, study, design, construction, testing, commissioning, and start-up, and of which Work to be performed under Contract Documents is a part. 31. Project Manual—Written documents prepared, or made available for, procuring and constructing Work, including but not limited to Bidding Documents or other construction procurement documents, geotechnical and existing conditions information, Agreement, bond forms, General Conditions, Supplementary Conditions, and Specifications. Contents of Project Manual may be bound in one or more volumes. 32. Resident Project Representative—Authorized representative of Engineer assigned to assist Engineer at Site. As used herein, “Resident Project Representative” (“RPR”) includes any assistants or field staff of Resident Project Representative. 33. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of Work and that establish the standards by which such portion of Work will be judged. 34. Schedule of Submittals—Schedule, prepared and maintained by Contractor, of required submittals and the time requirements for Engineer’s review of the submittals and the performance of related construction activities. 35. Schedule of Values—Schedule, prepared and maintained by Contractor, allocating portions of Contract Price to various portions of Work and used as the basis for reviewing Contractor’s Applications for Payment. 36. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 37. Site—Lands or areas indicated in Contract Documents as being furnished by Owner upon which Work is to be performed, including rights-of-way and easements, and such other lands furnished by Owner which are designated for the use of Contractor. 38. Specifications—Part of Contract that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to Work, and certain administrative requirements and procedural matters applicable to Work. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 63 39. Subcontractor—Individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of Work. 40. Substantial Completion—Time at which Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, Work (or a specified part thereof) is sufficiently complete, in accordance with Contract Documents, so that Work (or a specified part thereof) can be utilized for the purposes for which it is intended. “Substantially complete” and “substantially completed” as applied to all or part of Work refer to Substantial Completion thereof. 41. Successful Bidder—Bidder whose Bid the Owner accepts, and to which Owner makes an award of contract, subject to stated conditions. 42. Supplementary Conditions—Part of Contract that amends or supplements these General Conditions. 43. Supplier—Manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any subcontractor to furnish materials or equipment to be incorporated in Work by Contractor or a subcontractor. 44. Technical Data—Those items expressly identified as Technical Data in the Supplementary Conditions, with respect to either (a) subsurface conditions at Site, or physical conditions relating to existing surface or subsurface structures at Site (except Underground Facilities) or (b) Hazardous Environmental Conditions at Site. If no such express identifications of Technical Data have been made with respect to conditions at Site, then the data contained in boring logs, recorded measurements of subsurface water levels, laboratory test results, and other factual, objective information regarding conditions at Site that are set forth in any geotechnical or environmental report prepared for the Project and made available to Contractor are hereby defined as Technical Data with respect to conditions at Site under Articles 5.03, 5.04, and 5.06. 45. Underground Facilities—All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including but not limited to those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 46. Unit Price Work—Work to be paid for on the basis of unit prices. 47. Work—Entire construction or the various separately identifiable parts thereof required to be provided under Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction; furnishing, installing, and incorporating all materials and equipment into such construction; and may include related services such as testing, start-up, and commissioning, all as required by Contract Documents. 48. Work Change Directive—Written directive to Contractor issued on or after Effective Date of Contract, signed by Owner and recommended by Engineer, ordering an addition, deletion, or revision in Work. 1.02 Terminology A. Words and terms discussed in the following Articles are not defined but, when used in Bidding Requirements or Contract Documents, have indicated meaning. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 63 B. Intent of Certain Terms or Adjectives: 1. Contract Documents include “as allowed,” “as approved,” “as ordered,” “as directed,” or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of Engineer as to Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, Work for compliance with the information in Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of Work, or any duty or authority to undertake responsibility contrary to the provisions of Article 10 or any other provision of Contract Documents. C. Day: 1. Calendar day of 24 hours measured from midnight to the next midnight. D. Defective: 1. “Defective,” when modifying “Work,” refers to unsatisfactory, faulty, or deficient Work in that it: a. does not conform to Contract Documents; or b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in Contract Documents; or c. has been damaged prior to Engineer’s recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Article 15.03 or 15.04). E. Furnish, Install, Perform, Provide: 1. “Furnish,” when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. “Install,” when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. “Perform” or “provide,” when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use. 4. If Contract Documents establish an obligation of Contractor with respect to specific services, materials, or equipment, but do not expressly use “furnish,” “install,” “perform,” or “provide,” then Contractor shall furnish and install said services, materials, or equipment complete and ready for intended use. F. Unless stated otherwise in Contract Documents, words or phrases that have a well-known technical or construction industry or trade meaning are used in Contract Documents in accordance with such recognized meaning. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 63 ARTICLE 2 – PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. Bonds: When Contractor delivers the executed counterparts of Agreement to Owner, Contractor shall also deliver to Owner such bonds as Contractor may be required to furnish. B. Evidence of Contractor’s Insurance: When Contractor delivers the executed counterparts of Agreement to Owner, Contractor shall also deliver to Owner, with copies to each named insured and additional insured (as identified in the Supplementary Conditions or elsewhere in Contract), the certificates and other evidence of insurance required to be provided by Contractor in accordance with Article 6. C. Evidence of Owner’s Insurance: After receipt of the executed counterparts of Agreement and all required bonds and insurance documentation, Owner shall promptly deliver to Contractor, with copies to each named insured and additional insured (as identified in the Supplementary Conditions or otherwise), the certificates and other evidence of insurance required to be provided by Owner under Article 6. 2.02 Copies of Documents A. Owner shall furnish to Contractor four printed copies of Contract (including one fully executed counterpart of Agreement), and one copy in electronic portable document format (PDF). Additional printed copies will be furnished upon request at the cost of reproduction. B. Owner shall maintain and safeguard at least one original printed record version of Contract, including Drawings and Specifications signed and sealed by Engineer and other design professionals. Owner shall make such original printed record version of Contract available to Contractor for review. Owner may delegate responsibilities under this provision to Engineer. 2.03 Before Starting Construction A. Preliminary Schedules: Within 10 days after Effective Date of Contract (or as otherwise specifically required by Contract Documents), Contractor shall submit to Engineer for timely review, a preliminary: 1. Progress Schedule indicating times (numbers of days or dates) for starting and completing the various stages of Work, including any Milestones specified in Contract; 2. Schedule of Submittals; and 3. Schedule of Values for all of Work which includes quantities and prices of items which when added together equal Contract Price and subdivides Work into component parts in sufficient detail to serve as the basis for progress payments during performance of Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work. 2.04 Preconstruction Conference; Designation of Authorized Representatives A. Before any Work at Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to Work and to discuss the schedules referred to in Article 2.03.A, procedures for handling Shop Drawings, Samples, and other submittals, processing Applications for Payment, electronic or digital transmittals, and maintaining required records. B. At this conference Owner and Contractor each shall designate, in writing, a specific individual to act as his authorized representative with respect to the services and responsibilities under DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 63 Contract. Such individuals shall have the authority to transmit and receive information, render decisions relative to Contract, and otherwise act on behalf of each respective party. 2.05 Initial Acceptance of Schedules A. At least 10 days before submission of the first Application for Payment a conference, attended by Contractor, Engineer, and others as appropriate, will be held to review for acceptability to Engineer as provided, the schedules submitted in accordance with Article 2.03.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer. 1. Progress Schedule will be acceptable to Engineer if it provides an orderly progression of Work to completion within Contract Times. Such acceptance will not impose on Engineer responsibility for the Progress Schedule, for sequencing, scheduling, or progress of Work, nor interfere with or relieve Contractor from Contractor’s full responsibility therefor. 2. Contractor’s Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals. 3. Contractor’s Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of Contract Price to the component parts of Work. 2.06 Electronic Transmittals A. Except as otherwise stated elsewhere in Contract, the Owner, Engineer, and Contractor may transmit, and shall accept, Project-related correspondence, text, data, documents, drawings, information, and graphics, including but not limited to Shop Drawings and other submittals, in electronic media or digital format, either directly, or through access to a secure Project website. B. If Contract does not establish protocols for electronic or digital transmittals, then Owner, Engineer, and Contractor shall jointly develop such protocols. C. When transmitting items in electronic media or digital format, the transmitting party makes no representations as to long term compatibility, usability, or readability of the items resulting from the recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the items, or from those established in applicable transmittal protocols. ARTICLE 3 – DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent A. Contract Documents are complementary; what is required by one is as binding as if required by all. B. It is the intent of Contract Documents to describe a functionally complete project (or part thereof) to be constructed in accordance with Contract Documents. C. Unless otherwise stated in Contract Documents, if there is a discrepancy between the electronic or digital versions of Contract Documents (including any printed copies derived from such electronic or digital versions) and the printed record version, the printed record version shall govern. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 of 63 D. Contract supersedes prior negotiations, representations, and agreements, whether written or oral. E. Engineer will issue clarifications and interpretations of Contract Documents as provided herein. 3.02 Reference Standards A. Standards Specifications, Codes, Laws and regulations 1. Reference in Contract Documents to standard specifications, manuals, reference standards, or codes of any technical society, organization, or association, or to Laws or regulations, whether such reference be specific or by implication, shall mean the standard specification, manual, reference standard, code, or Laws or regulations in effect at the time of opening of Bids (or on the Effective Date of Contract if there were no Bids), except as may be otherwise specifically stated in Contract Documents. 2. No provision of any such standard specification, manual, reference standard, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities of Owner, Contractor, or Engineer, or any of their subcontractors, consultants, agents, or employees, from those set forth in the part of Contract Documents prepared by or for Engineer. No such provision or instruction shall be effective to assign to Owner, Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of Work or any duty or authority to undertake responsibility inconsistent with the provisions of the part of Contract Documents prepared by or for Engineer. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Contractor’s Verification of Figures and Field Measurements: Before undertaking each part of Work, Contractor shall carefully study Contract Documents, and check and verify pertinent figures and dimensions therein, particularly with respect to applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall not proceed with any Work affected thereby until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to Contract Documents issued pursuant to Article 11.01. 2. Contractor’s Review of Contract Documents: If, before or during the performance of Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within Contract Documents, or between Contract Documents and (a) any applicable Law or regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any Supplier, then Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with Work affected thereby (except in an emergency as required by Article 7.15) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to Contract Documents issued pursuant to Article 11.01. 3. Contractor shall not be liable to Owner or Engineer for failure to report any conflict, error, ambiguity, or discrepancy in Contract Documents unless Contractor had actual knowledge thereof. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 of 63 B. Resolving Discrepancies: 1. Except as may be otherwise specifically stated in Contract Documents, the provisions of the part of Contract Documents prepared by or for Engineer shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between such provisions of Contract Documents and provisions of any: a. standard specification, manual, reference standard, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference as a Contract Document); or b. laws or regulations applicable to the performance of Work (unless such an interpretation of the provisions of Contract Documents would result in violation of such law or regulation). 3.04 Requirements of Contract Documents A. During the performance of Work and until final payment, Contractor and Owner shall submit to the Engineer all matters in question concerning the requirements of Contract Documents (sometimes referred to as requests for information or interpretation—RFIs), or relating to the acceptability of Work under Contract Documents, as soon as possible after such matters arise. Engineer will be the initial interpreter of the requirements of Contract Documents, and judge of the acceptability of Work thereunder. B. Engineer will, with reasonable promptness, render a written clarification, interpretation, or decision on the issue submitted, or initiate an amendment or supplement to Contract Documents. Engineer’s written clarification, interpretation, or decision will be final and binding on Contractor, unless it appeals by submitting a Change Proposal, and on Owner, unless it appeals by filing a Claim. C. If a submitted matter in question concerns terms and conditions of Contract Documents that do not involve (1) the performance or acceptability of Work under Contract Documents, (2) the design (as set forth in the Drawings, Specifications, or otherwise), or (3) other engineering or technical matters, then Engineer will promptly give written notice to Owner and Contractor that Engineer is unable to provide a decision or interpretation. If Owner and Contractor are unable to agree on resolution of such a matter in question, either party may pursue resolution as provided in Article 12. 3.05 Reuse of Documents A. Contractor and his Subcontractors and Suppliers shall not have or acquire any title: 1. to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or his consultants, including electronic media editions, or reuse any such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaptation by Engineer; or 2. or ownership rights in any other Contract Documents, reuse any such Contract Documents for any purpose without Owner’s express written consent, or violate any copyrights pertaining to such Contract Documents. B. Prohibitions of this Article 3.05 will survive final payment, or termination of Contract. Nothing herein shall preclude Contractor from retaining copies of Contract Documents for record purposes. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 of 63 ARTICLE 4 – COMMENCEMENT AND PROGRESS OF WORK 4.01 Commencement of Contract Times; Notice to Proceed A. Contract Times will commence to run on the 30th day after the Effective Date of Contract or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of Contract. In no event will Contract Times commence to run later than the 60th day after the day of Bid opening or the 30th day after the Effective Date of Contract, whichever date is earlier. 4.02 Starting Work A. Contractor shall start to perform Work on the date when Contract Times commence to run. No Work shall be done at Site prior to such date. 4.03 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction, which in Engineer’s judgment, are necessary to enable Contractor to proceed with Work. Contractor shall be responsible for laying out Work, protect and preserve established reference points and property monuments, and make no changes or relocations without prior written approval of Owner. Contractor shall report to Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel. 4.04 Progress Schedule A. Contractor shall adhere to the Progress Schedule established in accordance with Article 2.05 as it may be adjusted from time to time as provided: 1. Contractor shall submit to Engineer for acceptance (to the extent indicated in Article 2.05) proposed adjustments in the Progress Schedule that will not result in changing Contract Times. 2. Proposed adjustments in the Progress Schedule that will change Contract Times shall be submitted in accordance with the requirements of Article 11. B. Contractor shall carry on Work and adhere to the Progress Schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, or during any appeal process, except as permitted by Article 16.04, or as Owner and Contractor may otherwise agree in writing. 4.05 Delays in Contractor’s Progress A. If Owner, Engineer, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of Work, then Contractor shall be entitled to an equitable adjustment in Contract Times and Contract Price. Contractor’s entitlement to an adjustment of Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete Work within Contract Times. B. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of Contractor. Delay, disruption, and interference attributable to and within the control of a Subcontractor or Supplier shall be deemed to be within the control of Contractor. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 of 63 C. If Contractor’s performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of Owner, Contractor, and those for which they are responsible, then Contractor shall be entitled to an equitable adjustment in Contract Times. Contractor’s entitlement to an adjustment of Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete Work within Contract Times. Such an adjustment shall be Contractor’s sole and exclusive remedy for the delays, disruption, and interference described in this Article. Causes of delay, disruption, or interference that may give rise to an adjustment in Contract Times under this Article include but are not limited to: 1. severe and unavoidable natural catastrophes such as fires, floods, epidemics, and earthquakes; 2. abnormal weather conditions; 3. acts or failures to act of utility owners (other than those performing other work at or adjacent to Site by arrangement with the Owner, as contemplated in Article 8); and 4. acts of war or terrorism. D. Delays, disruption, and interference to the performance or progress of Work resulting from the existence of a differing subsurface or physical condition, an Underground Facility that was not shown or indicated by Contract Documents, or not shown or indicated with reasonable accuracy, and those resulting from Hazardous Environmental Conditions, are governed by Article 5. E. Article 8.03 governs delays, disruption, and interference to the performance or progress of Work resulting from the performance of certain other work at or adjacent to Site. F. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for any delay, disruption, or interference if such delay is concurrent with a delay, disruption, or interference caused by or within the control of Contractor. G. Contractor must submit any Change Proposal seeking an adjustment in Contract Price or Contract Times under this Article within 30 days of the commencement of the delaying, disrupting, or interfering event. ARTICLE 5 – AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands A. Owner shall furnish Site. Owner shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of Site with which Contractor must comply in performing Work. B. Upon reasonable written request, Owner shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which permanent improvements are to be made and Owner’s interest therein as necessary for giving notice of or filing a mechanic’s or construction lien against such lands in accordance with applicable Laws and regulations. C. Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 of 63 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Contractor shall confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise, and other adjacent areas permitted by Laws and regulations, and shall not unreasonably encumber Site and such other adjacent areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for (a) damage to Site; (b) damage to any such other adjacent areas used for Contractor’s operations; (c) damage to any other adjacent land or areas; and (d) for injuries and losses sustained by the owners or occupants of any such land or areas; provided that such damage or injuries result from the performance of Work or from other actions or conduct of Contractor or those for which Contractor is responsible. 2. If a damage or injury claim is made by the owner or occupant of any such land or area because of the performance of Work, or because of other actions or conduct of Contractor or those for which Contractor is responsible, Contractor shall (a) take immediate corrective or remedial action as required by Article 7.12, or otherwise; (b) promptly attempt to settle the claim as to all parties through negotiations with such owner or occupant, or otherwise resolve the claim by arbitration or other dispute resolution proceeding, or at law; and (c) to the fullest extent permitted by Laws and regulations, indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against any such claim, and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against Owner, Engineer, or any other party indemnified hereunder to the extent caused directly or indirectly, in whole or in part by, or based upon, Contractor’s performance of Work, or because of other actions or conduct of Contractor or those for which Contractor is responsible. B. Removal of Debris during Performance of Work: During progress of Work, Contractor shall keep Site and other adjacent areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and regulations. C. Cleaning: Prior to Substantial Completion of Work Contractor shall clean Site and Work and make it ready for utilization by Owner. At completion of Work, Contractor shall remove from Site and adjacent areas all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by Contract Documents. D. Loading of Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of Work or adjacent structures or land to stresses or pressures that will endanger them. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 of 63 5.03 Subsurface and Physical Conditions A. Reports and Drawings: Supplementary Conditions identify: 1. those reports known to Owner of explorations and tests of subsurface conditions at or adjacent to Site; 2. those drawings known to Owner of physical conditions relating to existing surface or subsurface structures at Site (except Underground Facilities); and 3. Technical Data contained in such reports and drawings. B. Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the Technical Data expressly identified in the Supplementary Conditions with respect to such reports and drawings, but such reports and drawings are not Contract Documents. If no such express identification has been made, then Contractor may rely upon the accuracy of the Technical Data (as defined in Article 1) contained in any geotechnical or environmental report prepared for the Project and made available to Contractor. Except for such reliance on Technical Data, Contractor may not rely upon or make any claim against Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, with respect to: 1. completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any Technical Data or any such other data, interpretations, opinions, or information. 5.04 Differing Subsurface or Physical Conditions A. Notice by Contractor: If Contractor believes that any subsurface or physical condition that is uncovered or revealed at Site either: 1. is of such a nature as to establish that any Technical Data on which Contractor is entitled to rely as provided in Article 5.03 is materially inaccurate; or 2. is of such a nature as to require a change in the Drawings or Specifications; or 3. differs materially from that shown or indicated in Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Article 7.15), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except with respect to an emergency) until receipt of a written statement permitting Contractor to do so. B. Engineer’s Review: After receipt of written notice as required by the preceding Article, Engineer will promptly review the subsurface or physical condition in question; determine DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 of 63 the necessity of Owner’s obtaining additional exploration or tests with respect to the condition; conclude whether the condition falls within any one or more of the differing site condition categories in Article 5.04.A; obtain any pertinent cost or schedule information from Contractor; prepare recommendations to Owner regarding Contractor’s resumption of Work in connection with the subsurface or physical condition in question and the need for any change in the Drawings or Specifications; and advise Owner in writing of Engineer’s findings, conclusions, and recommendations. C. Owner’s Statement to Contractor Regarding Site Condition: After receipt of Engineer’s written findings, conclusions, and recommendations, Owner shall issue a written statement to Contractor (with a copy to Engineer) regarding the subsurface or physical condition in question, addressing the resumption of Work in connection with such condition, indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting Engineer’s written findings, conclusions, and recommendations, in whole or in part. D. Possible Price and Times Adjustments: 1. Contractor shall be entitled to an equitable adjustment in Contract Price or Contract Times, or both, to the extent that the existence of a differing subsurface or physical condition, or any related delay, disruption, or interference, causes an increase or decrease in Contractor’s cost of, or time required for, performance of Work; subject, however, to the following: a. such condition must fall within any one or more of the categories described in Article 5.04.A; b. with respect to Work that is paid for on a unit price basis, any adjustment in Contract Price will be subject to the provisions of Article 13.03; and, c. Contractor’s entitlement to an adjustment of Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete Work within Contract Times. 2. Contractor shall not be entitled to any adjustment in Contract Price or Contract Times with respect to a subsurface or physical condition if: a. Contractor knew the existence of such condition at time Contractor made a commitment to Owner with respect to Contract Price and Contract Times by submission of Bid or becoming bound under negotiated contract, or otherwise; or b. the existence of such condition reasonably could have been discovered or revealed as a result of any examination, investigation, exploration, test, or study of Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor’s making such commitment; or c. Contractor failed to give the written notice as required by Article 5.04.A. 3. If Owner and Contractor agree regarding Contractor’s entitlement to and the amount or extent of any adjustment in Contract Price or Contract Times, or both, then any such adjustment shall be set forth in a Change Order. 4. Contractor may submit a Change Proposal regarding his entitlement to or the amount or extent of any adjustment in Contract Price or Contract Times, or both, no later than 30 days after Owner’s issuance of the Owner’s written statement to Contractor regarding the subsurface or physical condition in question. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 of 63 5.05 Underground Facilities A. Contractor’s Responsibilities: Information and data shown or indicated in Contract Documents with respect to existing Underground Facilities at or adjacent to Site is based on information and data furnished to Owner or Engineer by owners of such Underground Facilities, including Owner, or by others. Unless otherwise expressly provided in the Supplementary Conditions: 1. Owner and Engineer do not warrant or guarantee the accuracy or completeness of any such information or data provided by others; and 2. cost of all of the following will be included in Contract Price, and Contractor shall have full responsibility for: a. reviewing and checking all information and data regarding existing Underground Facilities at Site; b. locating all Underground Facilities shown or indicated in Contract Documents as being at Site; c. coordination of Work with the owners (including Owner) of such Underground Facilities, during construction; and d. safety and protection of all existing Underground Facilities at Site, and repairing any damage thereto resulting from Work. B. Notice by Contractor: If Contractor believes an Underground Facility uncovered or revealed at Site was not shown or indicated in Contract Documents, or was not shown or indicated with reasonable accuracy, then Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Article 7.15), identify the owner of such Underground Facility and give written notice to that owner and to Owner and Engineer. C. Engineer’s Review: Engineer will promptly review Underground Facility and conclude whether such Underground Facility was not shown or indicated in Contract Documents, or was not shown or indicated with reasonable accuracy; obtain any pertinent cost or schedule information from Contractor; prepare recommendations to Owner regarding Contractor’s resumption of Work in connection with Underground Facility in question; determine extent, if any, to which a change is required in the Drawings or Specifications to reflect and document the consequences of the existence or location of the Underground Facility; and advise Owner in writing of Engineer’s findings, conclusions, and recommendations. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. D. Owner’s Statement to Contractor Regarding Underground Facility: After receipt of Engineer’s written findings, conclusions, and recommendations, Owner shall issue a written statement to Contractor (with a copy to Engineer) regarding the Underground Facility in question, addressing the resumption of Work in connection with such Underground Facility, indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting Engineer’s written findings, conclusions, and recommendations in whole or in part. E. Possible Price and Times Adjustments: 1. Contractor shall be entitled to an equitable adjustment in Contract Price or Contract Times, or both, to the extent that any existing Underground Facility at Site that was not shown or indicated in Contract Documents, or was not shown or indicated with reasonable accuracy, or any related delay, disruption, or interference, causes an DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 16 of 63 increase or decrease in Contractor’s cost of, or time required for, performance of Work; subject, however, to the following: a. Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated the existence or actual location of the Underground Facility in question; b. With respect to Work that is paid for on a unit price basis, any adjustment in Contract Price will be subject to the provisions of Article 13.03; c. Contractor’s entitlement to an adjustment of Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete Work within Contract Times; and d. Contractor gave the notice required in Article 5.05.B. 2. If Owner and Contractor agree regarding Contractor’s entitlement to and the amount or extent of any adjustment in Contract Price or Contract Times, or both, then any such adjustment shall be set forth in a Change Order. 3. Contractor may submit a Change Proposal regarding his entitlement to or the amount or extent of any adjustment in Contract Price or Contract Times, or both, no later than 30 days after Owner’s issuance of the Owner’s written statement to Contractor regarding the Underground Facility in question. 5.06 Hazardous Environmental Conditions at Site A. Reports and Drawings: Supplementary Conditions identify: 1. those reports and drawings known to Owner relating to Hazardous Environmental Conditions that have been identified at or adjacent to Site; and 2. Technical Data contained in such reports and drawings. B. Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the Technical Data expressly identified in the Supplementary Conditions with respect to such reports and drawings, but such reports and drawings are not Contract Documents. If no such express identification has been made, then Contractor may rely on the accuracy of the Technical Data (as defined in Article 1) contained in any geotechnical or environmental report prepared for the Project and made available to Contractor. Except for such reliance on Technical Data, Contractor may not rely upon or make any claim against Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to: 1. completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any Technical Data or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for removing or remediating any Hazardous Environmental Condition encountered, uncovered, or revealed at Site unless such removal or remediation is expressly identified in Contract Documents to be within the scope of Work. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 17 of 63 D. Contractor shall be responsible for controlling, containing, and duly removing all Constituents of Concern brought to Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible, and for any associated costs; and for the costs of removing and remediating any Hazardous Environmental Condition created by the presence of any such Constituents of Concern. E. If Contractor encounters, uncovers, or reveals a Hazardous Environmental Condition whose removal or remediation is not expressly identified in Contract Documents as being within the scope of Work, or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, then Contractor shall immediately: (1) secure or otherwise isolate such condition; (2) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Article 7.15); and (3) notify Owner and Engineer (and promptly thereafter confirm such notice in writing). Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condition or take corrective action, if any. Promptly after consulting with Engineer, Owner shall take such actions as are necessary to permit Owner to timely obtain required permits and provide Contractor the written notice required by Article 5.06.F. If Contractor or anyone whom Contractor is responsible created Hazardous Environmental Condition in question, then Owner may remove and remediate the Hazardous Environmental Condition, and impose a set-off against payments to account for associated costs. F. Contractor shall not resume Work in connection with such Hazardous Environmental Condition or in any affected area until after Owner has obtained any required permits related thereto, and delivered written notice to Contractor either (1) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work, or (2) specifying any special conditions under which such Work may be resumed safely. G. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times, or both, as a result of such Work stoppage or such special conditions under which Work is agreed to be resumed by Contractor, then within 30 days of Owner’s written notice regarding the resumption of Work, Contractor may submit a Change Proposal, or Owner may impose a set-off. H. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then Owner may order the portion of Work that is in the area affected by such condition to be deleted from Work, following Contractual change procedures in Article 11. Owner may have such deleted portion of Work performed by Owner’s own forces or others in accordance with Article 8. I. To the fullest extent permitted by laws and regulations, Owner shall indemnify and hold harmless Contractor, Subcontractors, and Engineer, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition, provided that such Hazardous Environmental Condition (1) was not shown or indicated in the Drawings, Specifications, or other Contract Documents, identified as Technical Data entitled to limited reliance pursuant to Article 5.06.B, or identified in Contract Documents to be included within the scope of Work, and (2) was not created by Contractor or by anyone for whom Contractor is responsible. Nothing in this DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 18 of 63 Article 5.06.H shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual’s or entity’s own negligence. J. To the fullest extent permitted by Laws and regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the failure to control, contain, or remove a Constituent of Concern brought to Site by Contractor or by anyone for whom Contractor is responsible, or to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Article 5.06.J shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual’s or entity’s own negligence. K. Provisions of Articles 5.03, 5.04, and 5.05 do not apply to the presence of Constituents of Concern or to a Hazardous Environmental Condition uncovered or revealed at Site. ARTICLE 6 – BONDS AND INSURANCE 6.01 Performance, Payment, and Other Bonds A. Contractor shall furnish a performance bond and a payment bond, each in an amount at least equal to Contract Price, as security for the faithful performance and payment of all of Contractor’s obligations under Contract. These bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified in Article 15.08, whichever is later, except as provided otherwise by Laws or regulations, the Supplementary Conditions, or other specific provisions of Contract. Contractor shall also furnish such other bonds as are required by the Supplementary Conditions or other specific provisions of Contract. B. All bonds shall be in the form prescribed by Contract except as provided otherwise by Laws or regulations, and shall be executed by such sureties as are named in “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (as amended and supplemented) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. A bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual’s authority to bind the surety. The evidence of authority shall show effective on the date the agent or attorney-in-fact signed the accompanying bond. C. Contractor shall obtain required bonds from duly licensed or authorized surety companies in jurisdiction in which the Project is located to issue bonds in the required amounts. D. If the surety on a bond furnished by Contractor is declared bankrupt or becomes insolvent, or his right to do business is terminated in any state or jurisdiction where any part of the Project is located, or the surety ceases to meet the requirements, then Contractor shall promptly notify Owner and Engineer and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the bond and surety requirements. E. If Contractor has failed to obtain a required bond, Owner may exclude Contractor from Site and exercise Owner’s termination rights under Article 16. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 19 of 63 F. Upon request, Owner shall provide a copy of the payment bond to any subcontractor, supplier, or other person or entity claiming to have furnished labor or materials used in the performance of Work. 6.02 Insurance—General Provisions A. Owner and Contractor shall obtain and maintain insurance as required in this Article and in Supplementary Conditions. B. All insurance required by Contract to be purchased and maintained by Owner or Contractor shall be obtained from insurance companies that are duly licensed or authorized, in the state or jurisdiction in which the Project is located, to issue insurance policies for the required limits and coverages. Unless a different standard is indicated in the Supplementary Conditions, all companies that provide insurance policies required under this Contract shall have an A.M. Best rating of A-VII or better. C. Contractor shall deliver to Owner, with copies to each named insured and additional insured (as identified in this Article, in the Supplementary Conditions, or elsewhere in Contract), certificates of insurance establishing that Contractor has obtained and is maintaining the policies, coverages, and endorsements required by Contract. Upon request by Owner or any other insured, Contractor shall also furnish other evidence of such required insurance, including but not limited to copies of policies and endorsements, and documentation of applicable self-insured retentions and deductibles. Contractor may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this provision. D. Owner shall deliver to Contractor, with copies to each named insured and additional insured (as identified in this Article, the Supplementary Conditions, or elsewhere in Contract), certificates of insurance establishing that Owner has obtained and is maintaining the policies, coverages, and endorsements required of Owner by Contract (if any). Upon request by Contractor or any other insured, Owner shall also provide other evidence of such required insurance (if any), including but not limited to copies of policies and endorsements, and documentation of applicable self-insured retentions and deductibles. Owner may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this provision. E. Failure of Owner or Contractor to demand such certificates or other evidence of the other party’s full compliance with these insurance requirements, or failure of Owner or Contractor to identify a deficiency in compliance from the evidence provided, shall not be construed as a waiver of the other party’s obligation to obtain and maintain such insurance. F. If either party does not purchase or maintain all of the insurance required of such party by Contract, such party shall notify the other party in writing of such failure to purchase prior to the start of Work, or of such failure to maintain prior to any change in the required coverage. G. If Contractor has failed to obtain and maintain required insurance, Owner may exclude Contractor from Site, impose an appropriate set-off against payment, and exercise Owner’s termination rights under Article 16. H. Without prejudice to any other right or remedy, if a party has failed to obtain required insurance, the other party may elect to obtain equivalent insurance to protect such other party’s interests at the expense of the party who was required to provide such coverage, and Contract Price shall be adjusted accordingly. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 20 of 63 I. Owner does not represent that insurance coverage and limits established in this Contract necessarily will be adequate to protect Contractor or Contractor’s interests. J. Insurance and insurance limits required herein are not deemed as a limitation on Contractor’s liability under indemnities granted to Owner and other individuals and entities in Contract. 6.03 Contractor’s Insurance A. Workers’ Compensation: Contractor shall purchase and maintain workers’ compensation and employer’s liability insurance for: 1. claims under workers’ compensation, disability benefits, and other similar employee benefit acts. 2. United States Longshoreman and Harbor Workers’ Compensation Act and Jones Act coverage (if applicable). 3. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor’s employees (by stop-gap endorsement in monopolist worker’s compensation states). 4. Foreign voluntary worker compensation (if applicable). B. Commercial General Liability—Claims Covered: Contractor shall purchase and maintain commercial general liability insurance, covering all operations by or on behalf of Contractor, on an occurrence basis, against claims for damages: 1. because of bodily injury, sickness or disease, or death of any person other than Contractor’s employees. 2. insured by reasonably available personal injury liability coverage. 3. other than to Work itself, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom. C. Commercial General Liability—Form and Content: Contractor’s commercial liability policy shall be written on a 1996 (or later) ISO commercial general liability form (occurrence form) and include the following coverages and endorsements: 1. Products and completed operations coverage: a. Such insurance shall be maintained for three years after final payment. b. Contractor shall furnish Owner and each other additional insured (as identified in the Supplementary Conditions or elsewhere in Contract) evidence of continuation of such insurance at final payment and three years thereafter. 2. Blanket contractual liability coverage, to the extent permitted by law, including but not limited to coverage of Contractor’s contractual indemnity obligations in Article 7.18. 3. Broad form property damage coverage. 4. Severability of interest. 5. Underground, explosion, and collapse coverage. 6. Personal injury coverage. 7. Additional insured endorsements that include both ongoing operations and products and completed operations coverage through ISO Endorsements CG 20 10 10 01 and DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 21 of 63 CG 20 37 10 01 (together); or CG 20 10 07 04 and CG 20 37 07 04 (together); or their equivalent. 8. For design professional additional insureds, ISO Endorsement CG 20 32 07 04, “Additional Insured—Engineers, Architects or Surveyors Not Engaged by the Named Insured” or its equivalent. D. Automobile liability: Contractor shall purchase and maintain automobile liability insurance against claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance, or use of any motor vehicle. The automobile liability policy shall be written on an occurrence basis. E. Umbrella or excess liability: Contractor shall purchase and maintain umbrella or excess liability insurance written over the underlying employer’s liability, commercial general liability, and automobile liability insurance described in the Articles. Subject to industry-standard exclusions, the coverage afforded shall follow form as to each and every one of the underlying policies. F. Contractor’s pollution liability insurance: Contractor shall purchase and maintain a policy covering third-party injury and property damage claims, including clean-up costs, as a result of pollution conditions arising from Contractor’s operations and completed operations. This insurance shall be maintained for no less than three years after final completion. G. Additional insureds: Contractor’s commercial general liability, automobile liability, umbrella or excess, and pollution liability policies shall include and list as additional insureds Owner and Engineer, and any individuals or entities identified in the Supplementary Conditions; include coverage for the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of all such additional insureds; and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby (including as applicable those arising from both ongoing and completed operations) on a non-contributory basis. Contractor shall obtain all necessary endorsements to support these requirements. H. Contractor’s professional liability insurance: If Contractor will provide or furnish professional services under this Contract, through a delegation of professional design services or otherwise, then Contractor shall be responsible for purchasing and maintaining applicable professional liability insurance. This insurance shall provide protection against claims arising out of performance of professional design or related services, and caused by a negligent error, omission, or act for which the insured party is legally liable. It shall be maintained throughout the duration of Contract and for a minimum of two years after Substantial Completion. If such professional design services are performed by a Subcontractor, and not by Contractor himself, then the requirements of this Article may be satisfied through the purchasing and maintenance of such insurance by such subcontractor. I. General provisions: The policies of insurance required by this Article 6.03 shall: 1. include at least the specific coverages provided in this Article. 2. be written for not less than the limits of liability provided in this Article and in the Supplementary Conditions, or required by Laws or regulations, whichever is greater. 3. contain a provision or endorsement that the coverage afforded will not be canceled, materially changed, or renewal refused until at least 10 days prior written notice has been given to Contractor. Within three days of receipt of any such written notice, DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 22 of 63 Contractor shall provide a copy of the notice to Owner, Engineer, and each other insured under the policy. 4. remain in effect at least until final payment (and longer if expressly required in this Article) and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work as a warranty or correction obligation, or otherwise, or returning to Site to conduct other tasks arising from Contract Documents. 5. be appropriate for Work being performed and provide protection from claims that may arise out of or result from Contractor’s performance of Work and Contractor’s other obligations under Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of Work, or by anyone for whose acts any of them may be liable. J. Coverage requirements for specific policies of insurance must be met by such policies, and not by reference to excess or umbrella insurance provided in other policies. 6.04 Owner’s Liability Insurance A. In addition to the insurance required to be provided by Contractor under Article 6.03, Owner, at Owner’s option, may purchase and maintain at Owner’s expense Owner’s own liability insurance as will protect Owner against claims which may arise from operations under Contract Documents. B. Owner’s liability policies, if any, operate separately and independently from policies required to be provided by Contractor, and Contractor cannot rely upon Owner’s liability policies for any of Contractor’s obligations to the Owner, Engineer, or third parties. 6.05 Property Insurance A. Builder’s Risk: Unless otherwise provided in the Supplementary Conditions, Contractor shall purchase and maintain builder’s risk insurance upon Work on a completed value basis, in the amount of the full insurable replacement cost thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and regulations). This insurance shall: 1. include Owner and Contractor as named insureds, and all subcontractors, and any individuals or entities required by the Supplementary Conditions insured under such builder’s risk policy, as insureds or named insureds. For purposes of remainder of Articles 6.05, 6.06, and 6.07, and any corresponding Supplementary Conditions, the parties required to be insured shall collectively be referred to as “insureds.” 2. be written on a builder’s risk “all risk” policy form that shall at least include insurance for physical loss or damage to Work, temporary buildings, falsework, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; terrorism; vehicle impact; aircraft; smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and regulations; water damage (other than that caused by flood); and such other perils or causes of loss as may be specifically required by the Supplementary Conditions. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; or flood, are not commercially available under builder’s risk DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 23 of 63 policies, by endorsement or otherwise, such insurance may be provided through other insurance policies acceptable to Owner and Contractor. 3. cover, as insured property, at least the following: (a) Work and all materials, supplies, machinery, apparatus, equipment, fixtures, and other property of a similar nature that are to be incorporated into or used in the preparation, fabrication, construction, erection, or completion of Work, including Owner-furnished or assigned property; (b) spare parts inventory required within the scope of Contract; and (c) temporary works which are not intended to form part of the permanent constructed Work but which are intended to provide working access to Site, or to Work under construction, or which are intended to provide temporary support for Work under construction, including scaffolding, form work, fences, shoring, falsework, and temporary structures. 4. cover expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects). 5. extend to cover damage or loss to insured property while in temporary storage at Site or in a storage location outside Site (but not including property stored at the premises of a manufacturer or Supplier). 6. extend to cover damage or loss to insured property while in transit. 7. allow partial occupation or use of Work by Owner, so those portions of Work not yet occupied or used by Owner shall remain covered by the builder’s risk insurance. 8. allow for the waiver of the insurer’s subrogation rights, as set forth. 9. provide primary coverage for all losses and damages caused by the perils or causes of loss covered. 10. not include a co-insurance clause. 11. include an exception for ensuing losses from physical damage or loss with respect to any defective workmanship, design, or materials exclusions. 12. include performance/hot testing and start-up. 13. be maintained in effect, subject to the provisions herein regarding Substantial Completion and partial occupancy or use of Work by Owner, until Work is complete. B. Notice of Cancellation or Change: All the policies of insurance (and the certificates or other evidence thereof) required to be purchased and maintained in accordance with this Article 6.05 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 10 days prior written notice has been given to the purchasing policyholder. Within three days of receipt of any such written notice, the purchasing policyholder shall provide a copy of the notice to each other insured. C. Deductibles: The purchaser of any required builder’s risk or property insurance shall pay for costs not covered because of the application of a policy deductible. D. Partial Occupancy or Use by Owner: If Owner will occupy or use a portion or portions of Work prior to Substantial Completion of all Work as provided in Article 15.04, then Owner (directly, if it is the purchaser of the builder’s risk policy, or through Contractor) will provide notice of such occupancy or use to the builder’s risk insurer. The builder’s risk insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy; rather, those portions of Work that are occupied or used by Owner may come off the builder’s risk policy, DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 24 of 63 while those portions of Work not yet occupied or used by Owner shall remain covered by the builder’s risk insurance. E. Additional Insurance: If Contractor elects to obtain other special insurance to be included in or supplement the builder’s risk or property insurance policies provided under this Article 6.05, it may do so at Contractor’s expense. F. Insurance of Other Property: If the express insurance provisions of Contract do not require or address the insurance of a property item or interest, such as tools, construction equipment, or other personal property owned by Contractor, a subcontractor, or an employee of Contractor or a subcontractor, then the entity or individual owning such property item will be responsible for deciding whether to insure it, and if so in what amount. 6.06 Waiver of Rights A. All policies purchased in accordance with Article 6.05, expressly including the builder’s risk policy, shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any insureds thereunder, or against Engineer or its consultants, or their officers, directors, members, partners, employees, agents, consultants, or subcontractors. Owner and Contractor waive all rights against each other and the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to Work; and, in addition, waive all such rights against Engineer, its consultants, all Subcontractors, all individuals or entities identified in the Supplementary Conditions as insureds, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, under such policies for losses and damages so caused. No waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by Owner or Contractor as trustee or fiduciary, or otherwise payable under any policy so issued. B. Owner waives all rights against Contractor, subcontractors, and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them, for loss: 1. due to business interruption, loss of use, or other consequential loss extending beyond direct physical loss or damage to Owner’s property or Work caused by, arising out of, or resulting from fire or other perils whether or not insured by Owner; and 2. or damage to the completed Project or part thereof caused by, arising out of, or resulting from fire or other insured peril or cause of loss covered by any property insurance maintained on the completed Project or part thereof by Owner during partial occupancy or use pursuant to Article 15.04, after Substantial Completion pursuant to Article 15.03, or after final payment pursuant to Article 15.06. C. Any insurance policy maintained by Owner covering any loss, damage or consequential loss referred to in Article 6.06.B shall contain provisions to the effect that in the event of payment of any such loss, damage, or consequential loss, the insurers will have no rights of recovery against Contractor, Subcontractors, or Engineer, or the officers, directors, members, partners, employees, agents, consultants, or subcontractors of each and any of them. D. Contractor shall be responsible for assuring that Agreement under which a Subcontractor performs a portion of Work contains provisions whereby the Subcontractor waives all rights against Owner, Contractor, all individuals or entities identified in the Supplementary DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 25 of 63 Conditions as insureds, the Engineer and its consultants, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by builder’s risk insurance and any other property insurance applicable to Work. 6.07 Receipt and Application of Property Insurance Proceeds A. Any insured loss under the builder’s risk and other policies of insurance required by Article 6.05 will be adjusted and settled with the named insured that purchased the policy. Such named insured shall act as fiduciary for the other insureds, and give notice to such other insureds that adjustment and settlement of a claim is in progress. Any other insured may state its position regarding a claim for insured loss in writing within 15 days after notice of such claim. B. Proceeds for such insured losses may be made payable by the insurer either jointly to multiple insureds, or to the named insured that purchased the policy in its own right and as fiduciary for other insureds, subject to the requirements of any applicable mortgage clause. A named insured receiving insurance proceeds under the builder’s risk and other policies of insurance required by Article 6.05 shall distribute such proceeds in accordance with such agreement as the parties in interest may reach, or as otherwise required under the dispute resolution provisions of this Contract or applicable Laws and regulations. C. If no other special agreement is reached, the damaged Work shall be repaired or replaced, the money so received applied on account thereof, and Work and the cost thereof covered by Change Order, if needed. ARTICLE 7 – CONTRACTOR’S RESPONSIBILITIES 7.01 Supervision and Superintendence A. Contractor shall supervise, inspect, and direct Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform Work in accordance with Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. At all times during the progress of Work, Contractor shall assign a competent resident superintendent who shall not be replaced without written notice to Owner and Engineer except under extraordinary circumstances. 7.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to survey and lay out Work and perform construction as required by Contract Documents. Contractor shall at all times maintain good discipline and order at Site. B. Except as otherwise required for the safety or protection of persons or Work or property at Site or adjacent thereto, and except as otherwise stated in Contract Documents, all Work at Site shall be performed during regular working hours, Monday through Friday. Contractor will not perform Work on a Saturday, Sunday, or any legal holiday. Contractor may perform Work outside regular working hours or on Saturdays, Sundays, or legal holidays only with Owner’s written consent, which will not be unreasonably withheld. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 26 of 63 7.03 Services, Materials, and Equipment A. Unless otherwise specified in Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start up, and completion of Work, whether or not such items are specifically called for in Contract Documents. B. All materials and equipment incorporated into Work shall be of good quality and new, except as otherwise provided in Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of Owner. If required by Engineer, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in Contract Documents. 7.04 “Or Equals” A. Whenever an item of material or equipment is specified or described in Contract Documents by using the name of a proprietary item or the name of a particular Supplier, Contract Price has been based upon Contractor furnishing such item as specified. The specification or description of such an item is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or “or equal” item is permitted, Contractor may request that Engineer authorize the use of other items of material or equipment, or items from other proposed suppliers under the circumstances described. 1. If Engineer, in his sole discretion, determines an item of material or equipment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, Engineer shall deem it an “or equal” item. For the purposes of this Article, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment Engineer determines it: 1) is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; 3) has a proven record of performance and availability of responsive service; and 4) is not objectionable to Owner. b. Contractor certifies that, if approved and incorporated into Work: 1) there will be no increase in cost to Owner or increase in Contract Times; and 2) it will conform substantially to the detailed requirements of the item named in Contract Documents. B. Contractor’s Expense: Contractor shall provide all data in support of any proposed “or equal” item at Contractor’s expense. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 27 of 63 C. Engineer’s Evaluation and Determination: Engineer will be allowed a reasonable time to evaluate each “or-equal” request. Engineer may require Contractor to furnish additional data about the proposed “or-equal” item. Engineer will be the sole judge of acceptability. No “or- equal” item will be ordered, furnished, installed, or utilized until Engineer’s review is complete and Engineer determines that the proposed item is an “or-equal”, which will be evidenced by an approved Shop Drawing or other written communication. Engineer will advise Contractor in writing of any negative determination. D. Effect of Engineer’s Determination: Neither approval nor denial of an “or-equal” request shall result in any change in Contract Price. Engineer’s denial of an “or-equal” request shall be final and binding, and may not be reversed through an appeal under any provision of Contract Documents. E. Treatment as a Substitution Request: If Engineer determines that an item of material or equipment proposed by Contractor does not qualify as an “or-equal” item, Contractor may request that Engineer considered the proposed item as a substitute pursuant to Article 7.05. 7.05 Substitutes A. Unless the specification or description of an item of material or equipment required to be furnished under Contract Documents contains or is followed by words reading that no substitution is permitted, Contractor may request that Engineer authorize the use of other items of material or equipment under the circumstances described. To the extent possible such requests shall be made before commencement of related construction at Site. 1. Contractor shall submit sufficient information as provided to allow Engineer to determine if the item of material or equipment proposed is functionally equivalent to that named and an acceptable substitute therefor. Engineer will not accept requests for review of proposed substitute items of material or equipment from anyone other than Contractor. 2. Requirements for review by Engineer will be as set forth in Article 7.05.B, as supplemented by Specifications, and as Engineer may decide is appropriate under the circumstances. 3. Contractor shall make written application to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application: a. shall certify the proposed substitute item will: 1) perform adequately the functions and achieve the results called for by the general design, 2) be similar in substance to that specified, and 3) be suited to the same use as that specified. b. will state: 1) the extent, if any, to which the use of the proposed substitute item will necessitate a change in Contract Times, 2) whether use of the proposed substitute item in Work will require a change in any of Contract Documents (or in the provisions of any other direct contract with Owner for other work on the Project) to adapt the design to the proposed substitute item, and DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 28 of 63 3) whether incorporation or use of the proposed substitute item in connection with Work is subject to payment of any license fee or royalty. c. will identify: 1) all variations of the proposed substitute item from that specified, and 2) available engineering, sales, maintenance, repair, and replacement services. d. shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including but not limited to changes in Contract Price, shared savings, costs of redesign, and claims of other contractors affected by any resulting change. B. Engineer’s Evaluation and Determination: Engineer will be allowed a reasonable time to evaluate each substitute request, and to obtain comments and direction from Owner. Engineer may require Contractor to furnish additional data about the proposed substitute item. Engineer will be the sole judge of acceptability. No substitute will be ordered, furnished, installed, or utilized until Engineer’s review is complete and Engineer determines that the proposed item is an acceptable substitute. Engineer’s determination will be evidenced by a Field Order or a proposed Change Order accounting for the substitution itself and all related impacts, including changes in Contract Price or Contract Times. Engineer will advise Contractor in writing of any negative determination. C. Special Guarantee: Owner may require Contractor to furnish at Contractor’s expense a special performance guarantee or other surety with respect to any substitute. D. Reimbursement of Engineer’s Cost: Engineer will record Engineer’s costs in evaluating a substitute proposed or submitted by Contractor. Whether or not Engineer approves a substitute so proposed or submitted by Contractor, Contractor shall reimburse Owner for the reasonable charges of Engineer for evaluating each such proposed substitute. Contractor shall also reimburse Owner for the reasonable charges of Engineer for making changes in Contract Documents (or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed substitute. E. Contractor’s Expense: Contractor shall provide all data in support of any proposed substitute at Contractor’s expense. F. Effect of Engineer’s Determination: If Engineer approves substitution request, Contractor shall execute proposed Change Order and proceed with substitution. Engineer’s denial of a substitution request shall be final and binding and not reversed through an appeal under any provision of Contract Documents. Contractor may challenge the scope of reimbursement costs imposed under Article 7.05.D, by timely submittal of a Change Proposal. 7.06 Concerning Subcontractors, Suppliers, and Others A. Contractor may retain Subcontractors and Suppliers for the performance of parts of Work. Such Subcontractors and Suppliers must be acceptable to Owner. B. Contractor shall retain specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of Work if required by Contract to do so. C. Subsequent to the submittal of Contractor’s Bid or final negotiation of the terms of Contract, Owner may not require Contractor to retain any Subcontractor, Supplier, or other individual or entity to furnish or perform any of Work against which Contractor has reasonable objection. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 29 of 63 D. Prior to entry into any binding subcontract or purchase order, Contractor shall submit to Owner the identity of the proposed Subcontractor or Supplier (unless Owner has already deemed such proposed Subcontractor or Supplier acceptable, during the bidding process or otherwise). Such proposed Subcontractor or Supplier shall be deemed acceptable to Owner unless Owner raises a substantive, reasonable objection within five days. E. Owner may require replacement of any subcontractor, supplier, or other individual or entity retained by Contractor to perform any part of Work. Owner also may require Contractor to retain specific replacements; provided, however, that Owner may not require a replacement to which Contractor has a reasonable objection. If Contractor has submitted the identity of certain subcontractors, Suppliers, or other individuals or entities for acceptance by Owner, and Owner has accepted it (either in writing or by failing to make written objection thereto), then Owner may subsequently revoke the acceptance of any such Subcontractor, Supplier, or other individual or entity so identified solely on the basis of substantive, reasonable objection after due investigation. Contractor shall submit an acceptable replacement for the rejected subcontractor, supplier, or other individual or entity. F. If Owner requires the replacement of any Subcontractor, Supplier, or other individual or entity retained by Contractor to perform any part of Work, then Contractor shall be entitled to an adjustment in Contract Price or Contract Times, or both, with respect to the replacement; and Contractor shall initiate a Change Proposal for such adjustment within 30 days of Owner’s requirement of replacement. G. No acceptance by Owner of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, shall constitute a waiver of the right of Owner to the completion of Work in accordance with Contract Documents. H. Contractor shall monthly submit to Engineer a complete list of all Subcontractors and Suppliers having a direct contract with Contractor, and of all other Subcontractors and Suppliers known to Contractor at the time of submittal. I. Contractor shall be fully responsible to Owner and Engineer for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of Work just as Contractor is responsible for Contractor’s own acts and omissions. J. Contractor is solely responsible for scheduling and coordinating Work of subcontractors, suppliers, and all other individuals or entities performing or furnishing any of Work. K. Contractor shall restrict all subcontractors, suppliers, and such other individuals or entities performing or furnishing any of Work from communicating with Engineer or Owner, except through Contractor or in case of an emergency, or as otherwise expressly allowed herein. L. The divisions and sections of the Specifications and the identifications of any Drawings shall not control Contractor in dividing Work among Subcontractors or Suppliers or delineating Work to be performed by any specific trade. M. All Work performed for Contractor by a subcontractor or supplier shall be pursuant to an appropriate contractual agreement that specifically binds the subcontractor or supplier to applicable terms and conditions of Contract Documents for benefit of Owner and Engineer. N. Owner may furnish to any subcontractor or supplier, to the extent practicable, information about amounts paid to Contractor on account of Work performed for Contractor by the particular subcontractor or supplier. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 30 of 63 O. Nothing in Contract Documents shall create: 1. for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between Owner or Engineer and any such Subcontractor, Supplier, or other individual or entity; nor 2. any obligation on the part of Owner or Engineer to pay or to see to the payment of any money due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and regulations. 7.07 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of Work or the incorporation in Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in Contract Documents for use in the performance of Work and if, to the actual knowledge of Owner or Engineer, his use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner in Contract Documents. B. To fullest extent permitted by laws and regulations, Owner shall indemnify and hold harmless Contractor, and his officers, directors, members, partners, employees, agents, consultants, and subcontractors from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of Work or resulting from the incorporation in Work of any invention, design, process, product, or device specified in Contract Documents, but not identified as being subject to payment of any license fee or royalty to others required by patent rights or copyrights. C. To the fullest extent permitted by Laws and regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of Work or resulting from the incorporation in Work of any invention, design, process, product, or device not specified in Contract Documents. 7.08 Permits A. Unless otherwise provided in Contract Documents, Contractor shall obtain and pay for all construction permits and licenses. Owner shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of Work which are applicable at the time of the submission of Contractor’s Bid (or when Contractor became bound under a negotiated contract). Owner shall pay all charges of utility owners for connections for providing permanent service to Work 7.09 Taxes A. Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and regulations of the place of the Project which are applicable during the performance of Work. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 31 of 63 7.10 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all laws and regulations applicable to the performance of Work. Except where otherwise expressly required by applicable laws and regulations, neither Owner nor Engineer shall be responsible for monitoring Contractor’s compliance with any Laws or regulations. B. If Contractor performs any Work or takes any other action knowing or having reason to know that it is contrary to laws or regulations, Contractor shall bear all resulting costs and losses, and shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such Work or other action. It shall not be Contractor’s responsibility to make certain that Work described in Contract Documents is in accordance with Laws and regulations, but this shall not relieve Contractor of Contractor’s obligations under Article 3.03. C. Owner or Contractor may give the other party notice of any changes after submission of Contractor’s Bid (or after Contractor became bound under a negotiated contract) in Laws or regulations having an effect on the cost or time of performance of Work, including but not limited to changes in Laws or regulations having an effect on procuring permits and on sales, use, value-added, consumption, and other similar taxes. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times resulting from such changes, then within 30 days of such notice Contractor may submit a Change Proposal, or Owner may initiate a Claim. 7.11 Record Documents A. Contractor shall maintain in a safe place at Site one printed record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, written interpretations and clarifications, and approved Shop Drawings. Contractor shall keep such record documents in good order and annotate them to show changes made during construction. These record documents, together with all approved Samples, will be available to Engineer for reference. Upon completion of Work, Contractor shall deliver these record documents to Engineer. 7.12 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and regulations. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to: 1. all persons on Site or who may be affected by Work; 2. all Work and materials and equipment to be incorporated therein, whether in storage on or off Site; and 3. other property at Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 32 of 63 B. Contractor shall comply with all applicable Laws and regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify Owner; the owners of adjacent property, Underground Facilities, and other utilities; and other contractors and utility owners performing work at or adjacent to Site, when prosecution of Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. C. Contractor shall comply with the applicable requirements of Owner’s safety programs, if any. Supplementary Conditions identify any Owner’s safety programs that are applicable to Work. D. Contractor shall inform Owner and Engineer of the specific requirements of Contractor’s safety program with which Owner’s and Engineer’s employees and representatives must comply while at Site. E. All damage, injury, or loss to any property referred to in Articles 7.12.A.2 or 7.12.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any subcontractor, supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor at his expense (except damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of Owner or Engineer or anyone employed by any of them, or anyone for whose acts any of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor or any Subcontractor, Supplier, or other individual or entity directly or indirectly employed by any of them). F. Contractor’s duties and responsibilities for safety and protection shall continue until such time as all Work is completed and Engineer has issued a notice to Owner and Contractor in accordance with Article 15.06.B that Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). G. Contractor’s duties and responsibilities for safety and protection shall resume whenever Contractor or any Subcontractor or Supplier returns to Site to fulfill warranty or correction obligations, or to conduct other tasks arising from Contract Documents. 7.13 Safety Representative A. Contractor shall designate a qualified and experienced safety representative at Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs. 7.14 Hazard Communication Programs A. Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at Site in accordance with Laws or regulations. 7.15 Emergencies A. In emergencies affecting the safety or protection of persons or Work or property at Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give Engineer prompt written notice if Contractor believes that any significant changes in Work or variations from Contract Documents have been caused thereby or are required as a result thereof. If Engineer determines that a change in Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 33 of 63 7.16 Shop Drawings, Samples, and Other Submittals A. Shop Drawing and Sample Submittal Requirements: 1. Before submitting a Shop Drawing or Sample, Contractor shall have: a. reviewed and coordinated the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of Work and Contract Documents; b. determined and verified all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect thereto; c. determined and verified the suitability of all materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of Work; and d. determined and verified all information relative to Contractor’s responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. 2. Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor’s obligations under Contract Documents with respect to Contractor’s review of that submittal, and that Contractor approves the submittal. 3. With each submittal, Contractor shall give Engineer specific written notice of any variations that the Shop Drawing or Sample may have from the requirements of Contract Documents. This notice shall be set forth in a written communication separate from the Shop Drawings or Sample submittal; and, in addition, in the case of Shop Drawings by a specific notation made on each Shop Drawing submitted to Engineer for review and approval of each such variation. B. Submittal Procedures for Shop Drawings and Samples: Contractor shall submit Shop Drawings and Samples to Engineer for review and approval in accordance with the accepted Schedule of Submittals. Each submittal will be identified as Engineer may require. 1. Shop Drawings: a. Contractor shall submit the number of copies required in the Specifications. b. Data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Contractor proposes to provide and to enable Engineer to review the information for the limited purposes required by Article 7.16.D. 2. Samples: a. Contractor shall submit the number of Samples required in the Specifications. b. Contractor shall clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Article 7.16.D. 3. Where a Shop Drawing or Sample is required by Contract Documents or the Schedule of Submittals, any related Work performed prior to Engineer’s review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 34 of 63 C. Other Submittals: Contractor shall submit other submittals to Engineer in accordance with the accepted Schedule of Submittals, and pursuant to the applicable terms of the Specifications. D. Engineer’s Review: 1. Engineer will provide timely review of Shop Drawings and Samples in accordance with the Schedule of Submittals acceptable to Engineer. Engineer’s review and approval will be only to determine if the items covered by the submittals will, after installation or incorporation in Work, conform to the information given in Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by Contract Documents. 2. Engineer’s review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Engineer’s review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 4. Engineer’s review and approval of Shop Drawing or Sample shall not relieve Contractor from responsibility for any variation from Contract Document requirements unless Contractor complied with requirements of Article 7.16.A.3 and Engineer gave written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer will document any such approved variation from the requirements of Contract Documents in a Field Order. 5. Engineer’s review and approval of a Shop Drawing or Sample shall not relieve Contractor from responsibility for complying with the requirements of Articles 7.16.A and B. 6. Engineer’s review and approval of a Shop Drawing or Sample, or of a variation from the requirements of Contract Documents, shall not, under any circumstances, change Contract Times or Contract Price, unless such changes are included in a Change Order. 7. Neither Engineer’s receipt, review, acceptance nor approval of a Shop Drawing, Sample, or other submittal shall result in such item becoming a Contract Document. 8. Contractor shall perform Work in compliance with the requirements and commitments set forth in approved Shop Drawings and Samples, subject to the provisions of Article 7.16.D.4. E. Resubmittal Procedures: 1. Contractor shall make corrections required by Engineer and return required number of corrected copies of Shop Drawings and submit, as required, new Samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by Engineer on previous submittals. 2. Contractor shall furnish required submittals with sufficient information and accuracy to obtain required approval of an item with no more than three submittals. Engineer will record Engineer’s time for reviewing a fourth or subsequent submittal of a Shop Drawings, sample, or other item requiring approval, and Contractor shall be responsible for Engineer’s charges to Owner for such time. Owner may impose a set-off against payments due to Contractor to secure reimbursement for such charges. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 35 of 63 3. If Contractor requests a change of a previously approved submittal item, Contractor shall be responsible for Engineer’s charges to Owner for his review time, and Owner may impose a set-off against payments due to Contractor to secure reimbursement for such charges, unless the need for such change is beyond the control of Contractor. 7.17 Contractor’s General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that all Work will be in accordance with Contract Documents and will not be defective. Engineer and his officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on Contractor’s warranty and guarantee. B. Contractor’s warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor’s obligation to perform and complete Work in accordance with Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with Contract Documents or a release of Contractor’s obligation to perform Work in accordance with Contract Documents: 1. observations by Engineer; 2. recommendation by Engineer or payment by Owner of any progress or final payment; 3. issuance of a certificate of Substantial Completion by Engineer or any payment related thereto by Owner; 4. use or occupancy of Work or any part thereof by Owner; 5. any review and approval of a Shop Drawing or Sample submittal; 6. issuance of a notice of acceptability by Engineer; 7. any inspection, test, or approval by others; or 8. any correction of defective Work by Owner. D. If Contract requires Contractor to accept the assignment of a contract entered into by Owner, then the specific warranties, guarantees, and correction obligations contained in the assigned contract shall govern with respect to Contractor’s performance obligations to Owner for Work described in the assigned contract. 7.18 Indemnification A. To the fullest extent permitted by laws and regulations, and in addition to any other obligations of Contractor under Contract or otherwise, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the performance of Work, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than Work itself), including the loss of use resulting therefrom but only to the extent caused by any negligent act or omission of DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 36 of 63 Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of Work or anyone for whose acts any of them may be liable. B. In any and all claims against Owner or Engineer or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors by any employee (or the survivor or personal representative of such employee) of Contractor, any subcontractor, any supplier, or any individual or entity directly or indirectly employed by any of them to perform any of Work, or anyone for whose acts any of them may be liable, the indemnification obligation under Article 7.18.A shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any such subcontractor, supplier, or other individual or entity under workers’ compensation acts, disability benefit acts, or other employee benefit acts. C. Indemnification obligations of Contractor under Article 7.18.A shall not extend to the liability of Engineer and Engineer’s officers, directors, members, partners, employees, agents, consultants and subcontractors arising out of: 1. preparation or approval of, or failure to prepare or approve maps, Drawings, opinions, reports, surveys, Change Orders, designs, or Specifications; or 2. giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. 7.19 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by Contract Documents for a portion of Work or unless such services are required to carry out Contractor’s responsibilities for construction means, methods, techniques, sequences and procedures. Contractor shall not be required to provide professional services in violation of applicable Laws and regulations. B. If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of Contractor by Contract Documents, Owner and Engineer will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, and other submittals prepared by such professional. Shop Drawings and other submittals related to Work designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to Engineer. C. Owner and Engineer shall be entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, or approvals performed by such design professionals, provided Owner and Engineer have specified to Contractor all performance and design criteria that such services must satisfy. D. Pursuant to this Article, Engineer’s review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in Contract Documents. Engineer’s review and approval of Shop Drawings and other submittals (except design calculations and design drawings) will be only for the purpose stated in Article 7.16.D.1. E. Contractor shall not be responsible for the adequacy of the performance or design criteria specified by Owner or Engineer. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 37 of 63 ARTICLE 8 – OTHER WORK AT SITE 8.01 Other Work A. In addition to and apart from Work under Contract Documents, the Owner may perform other work at or adjacent to Site. Such other work may be performed by Owner’s employees, or through contracts between the Owner and third parties. Owner may also arrange to have third-party utility owners perform work on their utilities and facilities at or adjacent to Site. B. If Owner performs other work at or adjacent to Site with Owner’s employees, or through contracts for such other work, then Owner shall give Contractor written notice thereof prior to starting any such other work. If Owner has advance information regarding the start of any utility work at or adjacent to Site, Owner shall provide such information to Contractor. C. Contractor shall afford each other contractor that performs such other work, each utility owner performing other work, and Owner, if Owner is performing other work with Owner’s employees, proper and safe access to Site, and provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work. Contractor shall do all cutting, fitting, and patching of Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others' work with the written consent of Engineer and the others whose work will be affected. D. If the proper execution or results of any part of Contractor’s Work depends upon work performed by others under this Article 8, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor’s Work except for latent defects and deficiencies in such other work. 8.02 Coordination A. If Owner intends to contract with others for performance of other work at or adjacent to Site, perform other work at or adjacent to Site with Owner’s employees, or arrange to have utility owners perform work at or adjacent to Site, the following will be set forth in Supplementary Conditions or provided to Contractor prior to start of any such other work: 1. identity of the individual or entity that will have authority and responsibility for coordination of the activities among the various contractors; 2. an itemization of the specific matters to be covered by such authority and responsibility; and 3. extent of such authority and responsibilities. B. Unless otherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility for such coordination. 8.03 Legal Relationships A. If, in the course of performing other work at or adjacent to Site for Owner, the Owner’s employees, any other contractor working for Owner, or any utility owner causes damage to Work or to the property of Contractor or his Subcontractors, or delays, disrupts, interferes with, or increases the scope or cost of the performance of Work, through actions or inaction, DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 38 of 63 then Contractor shall be entitled to an equitable adjustment in Contract Price or Contract Times, or both. Contractor must submit any Change Proposal seeking an equitable adjustment in Contract Price or Contract Times under this Article within 30 days of the damaging, delaying, disrupting, or interfering event. The entitlement to, and extent of, any such equitable adjustment shall take into account information (if any) regarding such other work that was provided to Contractor in Contract Documents prior to the submittal of the Bid or the final negotiation of the terms of Contract. When applicable, any such equitable adjustment in Contract Price shall be conditioned on Contractor assigning to Owner all Contractor’s rights against such other contractor or utility owner with respect to the damage, delay, disruption, or interference that is the subject of the adjustment. Contractor’s entitlement to an adjustment of Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete Work within Contract Times. B. Contractor shall take reasonable and customary measures to avoid damaging, delaying, disrupting, or interfering with Work of Owner, any other contractor, or any utility owner performing other work at or adjacent to Site. If Contractor fails to take such measures and as a result damages, delays, disrupts, or interferes with Work of any such other contractor or utility owner, then Owner may impose a set-off against payments due to Contractor, and assign to such other contractor or utility owner the Owner’s contractual rights against Contractor with respect to the breach of the obligations set forth in this Article. C. When Owner is performing other work at or adjacent to Site with Owner’s employees, Contractor shall be liable to Owner for damage to such other work, and for the reasonable direct delay, disruption, and interference costs incurred by Owner as a result of Contractor’s failure to take reasonable and customary measures with respect to Owner’s other work. In response to such damage, delay, disruption, or interference, Owner may impose a set-off against payments due to Contractor. D. If Contractor damages, delays, disrupts, or interferes with Work of any other contractor, or any utility owner performing other work at or adjacent to Site, through Contractor’s failure to take reasonable and customary measures to avoid such impacts, or if any claim arising out of Contractor’s actions, inactions, or negligence in performance of Work at or adjacent to Site is made by any such other contractor or utility owner against Contractor, Owner, or Engineer, then Contractor shall (1) promptly attempt to settle the claim as to all parties through negotiations with such other contractor or utility owner, or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law, and (2) indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against any such claims, and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such damage, delay, disruption, or interference. ARTICLE 9 – OWNER’S RESPONSIBILITIES 9.01 Communications to Contractor A. Except as otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 39 of 63 9.02 Replacement of Engineer A. Owner may at his discretion appoint an engineer to replace Engineer, provided Contractor makes no reasonable objection to the replacement engineer. The replacement engineer’s status under Contract Documents shall be that of the former Engineer. 9.03 Furnish Data A. Owner shall promptly furnish the data required of Owner under Contract Documents. 9.04 Pay When Due A. Owner shall make payments to Contractor when they are due as provided in Agreement. 9.05 Lands and Easements; Reports, Tests, and Drawings A. Owner’s duties with respect to providing lands and easements are set forth in Article 5.01. B. Owner’s duties with respect to providing engineering surveys to establish reference points are set forth in Article 4.03. C. Article 5 refers to Owner’s identifying and making available to Contractor copies of reports of explorations and tests of conditions at Site, and drawings of physical conditions relating to existing surface or subsurface structures at Site. 9.06 Insurance A. Owner’s responsibilities, if any, with respect to purchasing and maintaining liability and property insurance are set forth in Article 6. 9.07 Change Orders A. Owner’s responsibilities with respect to Change Orders are set forth in Article 11. 9.08 Inspections, Tests, and Approvals A. Owner’s responsibility with respect to certain inspections, tests, and approvals is set forth in Article 14.02.B. 9.09 Limitations on Owner’s Responsibilities A. Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and regulations applicable to performance of Work. Owner will not be responsible for Contractor’s failure to perform Work in accordance with Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. Owner’s responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in Article 5.06. 9.11 Evidence of Financial Arrangements A. Upon request of Contractor, Owner shall furnish Contractor reasonable evidence that financial arrangements have been made to satisfy Owner’s obligations under Contract Documents (including obligations under proposed changes in Work). DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 40 of 63 9.12 Safety Programs A. While at Site, Owner’s employees and representatives shall comply with the specific applicable requirements of Contractor’s safety programs of which Owner has been informed. B. Owner shall furnish copies of any applicable Owner safety programs to Contractor. ARTICLE 10 – ENGINEER’S STATUS DURING CONSTRUCTION 10.01 Owner’s Representative A. Engineer will be Owner’s representative during the construction period. The duties and responsibilities and the limitations of authority of Engineer as Owner’s representative during construction are set forth in Contract. 10.02 Visits to Site A. Engineer will make visits to Site at intervals appropriate to the various stages of construction as Engineer deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects of Contractor’s executed Work. Based on information obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general, if Work is proceeding in accordance with Contract Documents. Engineer will not be required to make exhaustive or continuous inspections on Site to check the quality or quantity of Work. Engineer’s efforts will be directed toward providing for Owner a greater degree of confidence that the completed Work will conform generally to Contract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of Work and will endeavor to guard Owner against defective Work. B. Engineer’s visits and observations are subject to all the limitations on Engineer’s authority and responsibility set forth in Article 10.08. Particularly, but without limitation, during or as a result of Engineer’s visits or observations of Contractor’s Work, Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and regulations applicable to the performance of Work. 10.03 Project Representative A. If Owner and Engineer agree that Engineer will furnish a Resident Project Representative to represent Engineer at Site and assist Engineer in observing the progress and quality of Work, then the authority and responsibilities of any such Resident Project Representative will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in Article 10.08. If Owner designates another representative or agent to represent Owner at Site who is not Engineer’s consultant, agent, or employee, the responsibilities and authority and limitations thereon of such other individual or entity will be as provided in the Supplementary Conditions. 10.04 Rejecting Defective Work A. Engineer has the authority to reject Work in accordance with Article 14. 10.05 Shop Drawings, Change Orders and Payments A. Engineer’s authority, and limitations thereof, as to Shop Drawings and Samples, are set forth in Article 7.16. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 41 of 63 B. Engineer’s authority, and limitations thereof, as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, are set forth in Article 7.19. C. Engineer’s authority as to Change Orders is set forth in Article 11. D. Engineer’s authority as to Applications for Payment is set forth in Article 15. 10.06 Determinations for Unit Price Work A. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor as set forth in Article 13.03. 10.07 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will render decisions regarding the requirements of Contract Documents, and judge the acceptability of Work, pursuant to the specific procedures set forth herein for initial interpretations, Change Proposals, and acceptance of Work. In rendering such decisions and judgments, Engineer will not show partiality to Owner or Contractor, and will not be liable to Owner, Contractor, or others in connection with any proceedings, interpretations, decisions, or judgments conducted or rendered in good faith. 10.08 Limitations on Engineer’s Authority and Responsibilities A. Neither Engineer’s authority or responsibility under this Article 10 or under any other provision of Contract, nor any decision made by Engineer in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by Engineer, shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them. B. Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or safety precautions and programs incident thereto, or for any failure of Contractor to comply with laws and regulations applicable to performance of Work. Engineer not responsible for Contractor’s failure to perform Work in accordance with Contract Documents. C. Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of Work. D. Engineer’s review of the final Application for Payment and accompanying documentation and all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Article 15.06.A will only be to determine generally that their content complies with the requirements of, and in the case of certificates of inspections, tests, and approvals, that the results certified indicate compliance with Contract Documents. E. Limitations upon authority and responsibility set forth in this Article 10.08 shall also apply to the Resident Project Representative, if any. 10.09 Compliance with Safety Program A. While at Site, Engineer’s employees and representatives will comply with the specific applicable requirements of Owner’s and Contractor’s safety programs (if any) of which Engineer has been informed. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 42 of 63 ARTICLE 11 – AMENDING CONTRACT DOCUMENTS; CHANGES IN WORK 11.01 Amending and Supplementing Contract Documents A. Contract Documents may be amended or supplemented by a Change Order, a Work Change Directive, or a Field Order. 1. Change Orders: a. If an amendment or supplement to Contract Documents includes a change in Contract Price or Contract Times, such amendment or supplement must be set forth in a Change Order. A Change Order also may be used to establish amendments and supplements of Contract Documents that do not affect Contract Price or Contract Times. b. Owner and Contractor may amend those terms and conditions of Contract Documents that do not involve (1) performance or acceptability of Work, (2) design (as set forth in the Drawings, Specifications, or otherwise), or (3) other engineering or technical matters, without Engineer recommendation. Such an amendment shall be set forth in a Change Order. 2. Work Change Directives: A Work Change Directive will not change Contract Price or Contract Times but is evidence that the parties expect that the modification ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order, following negotiations by the parties as to Work Change Directive’s effect, if any, on Contract Price and Contract Times; or, if negotiations are unsuccessful, by a determination under the terms of Contract Documents governing adjustments, expressly including Article 11.04 regarding change of Contract Price. Contractor must submit any Change Proposal seeking an adjustment of Contract Price or Contract Times, or both, no later than 30 days after the completion of Work set out in Work Change Directive. Owner must submit any Claim seeking an adjustment of Contract Price or Contract Times, or both, no later than 60 days after issuance of Work Change Directive. 3. Field Orders: Engineer may authorize minor changes in Work if the changes do not involve an adjustment in Contract Price or Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by Contract Documents. Such changes will be accomplished by a Field Order and will be binding on Owner and also on Contractor, which shall perform Work involved promptly. If Contractor believes a Field Order justifies an adjustment in Contract Price or Contract Times, or both, then before proceeding with Work at issue, Contractor shall submit a Change Proposal as provided herein. 11.02 Owner-Authorized Changes in Work A. Without invalidating Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in Work. Such changes shall be supported by Engineer’s recommendation, to the extent the change involves the design (as set forth in the Drawings, Specifications, or otherwise), or other engineering or technical matters. Such changes may be accomplished by a Change Order, if Owner and Contractor have agreed as to the effect, if any, of the changes on Contract Times or Contract Price; or by a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with Work involved; or, in the case of a deletion in Work, promptly cease construction activities with respect to such deleted Work. Added or revised Work shall be performed under the applicable conditions of Contract Documents. Nothing in this Article DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 43 of 63 shall obligate Contractor to undertake work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor’s safety obligations under Contract Documents or Laws and regulations. 11.03 Unauthorized Changes in Work A. Contractor shall not be entitled to an increase in Contract Price or an extension of Contract Times with respect to any work performed that is not required by Contract Documents, as amended, modified, or supplemented, except in the case of an emergency as provided in Article 7.15 or in the case of uncovering Work as provided in Article 14.05. 11.04 Change of Contract Price A. Contract Price may only be changed by a Change Order. Any Change Proposal for an adjustment in Contract Price shall comply with the provisions of Article 11.06. Any Claim for an adjustment of Contract Price shall comply with the provisions of Article 12. B. An adjustment in Contract Price will be determined where Work involved is: 1. covered by unit prices contained in Contract Documents, then by application of such unit prices to quantities of items involved (subject to the provisions of Article 13.03); or 2. not covered by unit prices contained in Contract Documents, then by a mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with Article 11.04.C.2); or 3. not covered by unit prices contained in Contract Documents and the parties do not reach mutual agreement to a lump sum, then on the basis of the Cost of Work (determined as provided in Article 13.01) plus a Contractor’s fee for overhead and profit (determined as provided in Article 11.04.C). C. Contractor’s Fee: When applicable, Contractor’s fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of Work: a. for costs incurred under Articles 13.01.B.1 and 13.01.B.2, Contractor’s fee shall be 15 percent; b. for costs incurred under Article 13.01.B.3, Contractor’s fee shall be 5 percent; c. where one or more tiers of subcontracts are on the basis of Cost of Work plus a fee and no fixed fee is agreed upon, the intent of Articles 11.01.C.2.a and 11.01.C.2.b is that Contractor’s fee shall be based on: (1) a fee of 15 percent of the costs incurred under Articles 13.01.A.1 and 13.01.A.2 by the Subcontractor that actually performs Work, at whatever tier, and (2) with respect to Contractor itself and to any Subcontractors of a tier higher than that of the Subcontractor that actually performs Work, a fee of five percent of the amount (fee plus underlying costs incurred) attributable to the next lower tier Subcontractor; provided, however, that for any such subcontracted work the maximum total fee to be paid by Owner shall be no greater than 27 percent of the costs incurred by the Subcontractor that actually performs Work; d. no fee shall be payable on the basis of costs itemized under Articles 13.01.B.4, 13.01.B.5, and 13.01.C; DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 44 of 63 e. amount of credit allowed by Contractor to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor’s fee by an amount equal to 5 percent of such net decrease; and f. when both additions and credits are involved in any one change, the adjustment in Contractor’s fee shall be computed on the basis of the net change in accordance with Articles 11.04.C.2.a through 11.04.C.2.e, inclusive. 11.05 Change of Contract Times A. Contract Times may only be changed by a Change Order. Any Change Proposal for an adjustment in Contract Times shall comply with the provisions of Article 11.06. Any Claim for an adjustment in Contract Times shall comply with the provisions of Article 12. B. An adjustment of Contract Times shall be subject to the limitations set forth in Article 4.05, concerning delays in Contractor’s progress. 11.06 Change Proposals A. Contractor shall submit a Change Proposal to Engineer to request an adjustment in Contract Times or Contract Price; appeal an initial decision by Engineer concerning the requirements of Contract Documents or relating to the acceptability of Work under Contract Documents; contest a set-off against payment due; or seek other relief under Contract. Change Proposal shall specify any proposed change in Contract Times or Contract Price, or both, or other proposed relief, and explain the reason for the proposed change, with citations to any governing or applicable provisions of Contract Documents. 1. Procedures: Contractor shall submit each Change Proposal to Engineer promptly (but in no event later than 30 days) after the start of the event giving rise thereto, or after such initial decision. Contractor shall submit supporting data, including the proposed change in Contract Price or Contract Time (if any), to the Engineer and Owner within 15 days after the submittal of the Change Proposal. The supporting data shall be accompanied by a written statement that the supporting data are accurate and complete, and that any requested time or price adjustment is the entire adjustment to which Contractor believes it is entitled as a result of said event. Engineer will advise Owner regarding the Change Proposal, and consider any comments or response from Owner regarding the Change Proposal. 2. Engineer’s Action: Engineer will review each Change Proposal and, within 30 days after receipt of Contractor’s supporting data, either deny the Change Proposal in whole, approve it in whole, or deny it in part and approve it in part. Such actions shall be in writing, with a copy provided to Owner and Contractor. If Engineer does not take action on the Change Proposal within 30 days, then either Owner or Contractor may at any time thereafter submit a letter to the other party indicating that as a result of Engineer’s inaction the Change Proposal is deemed denied, thereby commencing the time for appeal of the denial under Article 12. 3. Binding Decision: Engineer’s decision will be final and binding upon Owner and Contractor, unless Owner or Contractor appeals the decision by filing a Claim under Article 12. B. Resolution of Certain Change Proposals: If the Change Proposal does not involve the design (as set forth in the Drawings, Specifications, or otherwise), the acceptability of Work, or other engineering or technical matters, then Engineer will notify the parties that the Engineer is DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 45 of 63 unable to resolve the Change Proposal. For purposes of further resolution of such a Change Proposal, such notice shall be deemed a denial, and Contractor may choose to seek resolution under the terms of Article 12. 11.07 Execution of Change Orders A. Owner and Contractor shall execute appropriate Change Orders covering: 1. changes in Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive; 2. changes in Contract Price resulting from an Owner set-off, unless Contractor has duly contested such set-off; 3. changes in Work which are: (a) ordered by Owner pursuant to Article 11.02, (b) required because of Owner’s acceptance of defective Work under Article 14.04 or Owner’s correction of defective Work under Article 14.07, or (c) agreed to by the parties, subject to the need for Engineer’s recommendation if the change in Work involves the design (as set forth in the Drawings, Specifications, or otherwise), or other engineering or technical matters; and 4. changes in Contract Price or Contract Times, or other changes, which embody the substance of any final and binding results under Article 11.06, or Article 12. B. If Owner or Contractor refuses to execute a Change Order that is required to be executed under the terms of this Article 11.07, it shall be deemed to be of full force and effect, as if fully executed. 11.08 Notification to Surety A. If provisions of any bond require notice to be given to a surety of any change affecting general scope of Work or provisions of Contract Documents (including, but not limited to, Contract Price or Contract Times), the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. ARTICLE 12 – CLAIMS 12.01 Claims A. Claims Process: The following disputes between Owner and Contractor shall be submitted to the Claims process set forth in this Article: 1. Appeals by Owner or Contractor of Engineer’s decisions regarding Change Proposals; 2. Owner demands for adjustments in Contract Price or Contract Times, or other relief under Contract Documents; and 3. Disputes that Engineer has been unable to address because they do not involve the design (as set forth in the Drawings, Specifications, or otherwise), the acceptability of Work, or other engineering or technical matters. B. Submittal of Claim: The party submitting a Claim shall deliver it directly to the other party to Contract promptly (but in no event later than 30 days) after the start of the event giving rise thereto; in the case of appeals regarding Change Proposals within 30 days of the decision under appeal. The party submitting the Claim shall also furnish a copy to the Engineer, for its information only. The responsibility to substantiate a Claim shall rest with the party making DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 46 of 63 the Claim. In the case of a Claim by Contractor seeking an increase in Contract Times or Contract Price, or both, Contractor shall certify that the Claim is made in good faith, that the supporting data are accurate and complete, and that to the best of Contractor’s knowledge and belief the amount of time or money requested accurately reflects the full amount to which Contractor is entitled. C. Review and Resolution: The party receiving a Claim shall review it thoroughly, giving full consideration to its merits. The two parties shall seek to resolve the Claim through the exchange of information and direct negotiations. The parties may extend the time for resolving the Claim by mutual agreement. All actions taken on a Claim shall be stated in writing and submitted to the other party, with a copy to Engineer. D. Mediation: 1. At any time after initiation of a Claim, Owner and Contractor may mutually agree to mediation of the underlying dispute. Agreement to mediate shall stay the Claim submittal and response process. 2. If Owner and Contractor agree to mediation, then after 60 days from such agreement, either Owner or Contractor may unilaterally terminate the mediation process, and the Claim submittal and decision process shall resume as of the date of the termination. If the mediation proceeds but is unsuccessful in resolving the dispute, the Claim submittal and decision process shall resume as of the date of the conclusion of the mediation, as determined by the mediator. 3. Owner and Contractor shall each pay one-half of the mediator’s fees and costs. E. Partial Approval: If party receiving a Claim approves the Claim in part and denies it in part, such action shall be final and binding unless within 30 days of such action the other party invokes the procedure set forth in Article 17 for final resolution of disputes. F. Denial of Claim: If efforts to resolve a Claim are not successful, the party receiving the Claim may deny it by giving written notice of denial to the other party. If the receiving party does not take action on the Claim within 90 days, then either Owner or Contractor may at any time thereafter submit a letter to the other party indicating that as a result of the inaction, the Claim is deemed denied, thereby commencing the time for appeal of the denial. A denial of the Claim shall be final and binding unless within 30 days of the denial the other party invokes the procedure set forth in Article 17 for the final resolution of disputes. G. Final and Binding Results: If parties reach a mutual agreement regarding a Claim, whether through Claim approval, direct negotiations, mediation, or otherwise; or if Claim is approved in part and denied in part, or denied in full, and such actions become final and binding; then the results of Agreement or action on the Claim shall be incorporated in a Change Order to the extent they affect Contract, including Work, Contract Times, or Contract Price. ARTICLE 13 – COST OF WORK; ALLOWANCES; UNIT PRICE WORK 13.01 Cost of Work A. Purposes for Determination of Cost of Work: “Cost of Work” means the sum of all costs necessary for the proper performance of Work at issue, as further defined. The provisions of this Article 13.01 are used for two distinct purposes: 1. To determine Cost of Work when Cost of Work is a component of Contract Price, under cost-plus-fee, time-and-materials, or other cost-based terms; or DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 47 of 63 2. To determine the value of a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price. When the value of any such adjustment is determined on the basis of Cost of Work, Contractor is entitled only to those additional or incremental costs required because of the change in Work or because of the event giving rise to the adjustment. B. Costs Included: Except as otherwise may be agreed to in writing by Owner, costs included in the Cost of Work shall be in amounts no higher than those prevailing in the locality of the Project, shall not include any of the costs itemized in Article 13.01.C, and shall include only the following items: 1. Payroll costs for employees in the direct employ of Contractor in the performance of Work under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time on Work. Payroll costs for employees not employed full time on Work shall be apportioned on the basis of their time spent on Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers’ compensation, health and retirement benefits, bonuses, sick leave, and vacation and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included to the extent authorized by Owner. 2. Cost of all materials and equipment furnished and incorporated in 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 returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained. 3. Payments made by Contractor to subcontractors for Work performed by Subcontractors. If required by Owner, Contractor shall obtain competitive bids from subcontractors acceptable to Owner and Contractor and deliver such bids to Owner, who will determine, with Engineer advice, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of Work plus a fee, the Subcontractor’s Cost of Work and fee shall be determined in the same manner as Contractor’s Cost of Work and fee as provided in this Article 13.01. 4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to Work. 5. Supplemental costs including: a. Proportion of necessary transportation, travel, and subsistence expenses of Contractor’s employees incurred in discharge of duties connected with Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at Site, and hand tools not owned by Workers, which are consumed in the performance of Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 48 of 63 c. Rentals of all construction equipment and machinery, and the parts thereof, whether rented from Contractor or others in accordance with rental agreements approved by Owner with the advice of Engineer, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for Work. d. Sales, consumer, use, and other similar taxes related to Work, and for which Contractor is liable, as imposed by Laws and regulations. e. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. f. Losses and damages (and related expenses) caused by damage to Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of Work (except losses and damages within the deductible amounts of property insurance established in accordance with Article 6.05), provided such losses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of Work for the purpose of determining Contractor’s fee. g. Cost of utilities, fuel, and sanitary facilities at Site. h. Minor expenses such as communication service at Site, express and courier services, and similar petty cash items in connection with Work. i. Costs of premiums for all bonds and insurance that Contractor is required by Contract Documents to purchase and maintain. C. Costs Excluded: The term Cost of Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor’s officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at Site or in Contractor’s principal or branch office for general administration of Work and not specifically included in the agreed upon schedule of job classifications referred to in Article 13.01.B.1 or specifically covered by Article 13.01.B.4. The payroll costs and other compensation excluded here are to be considered administrative costs covered by Contractor’s fee. 2. Expenses of Contractor’s principal and branch offices other than Contractor’s Site office. 3. Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for Work and charges against Contractor for delinquent payments. 4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 49 of 63 5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Article 13.01.B. D. Contractor’s Fee: When Work as a whole is performed on the basis of cost-plus, Contractor’s fee shall be determined as set forth in Agreement. When the value of any Work covered by a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price is determined on the basis of Cost of Work, Contractor’s fee shall be determined as set forth in Article 11.04.C. E. Documentation: Whenever the Cost of Work for any purpose is to be determined pursuant to this Article 13, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to Engineer an itemized cost breakdown together with supporting data. 13.02 Allowances A. It is understood that Contractor has included in Contract Price all allowances so named in Contract Documents and shall cause Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer. B. Cash Allowances: Contractor agrees that: 1. cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at Site, and all applicable taxes; and 2. Contractor’s costs for unloading and handling on Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in Contract Price and not in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. D. Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor on account of Work covered by allowances, and Contract Price shall be correspondingly adjusted. 13.03 Unit Price Work A. Where Contract Documents provide that all or part of Work is to be Unit Price Work, initially Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in Agreement. B. Estimated quantities of items of Unit Price Work are not guaranteed and are solely to compare Bids and determine an initial Contract Price. Payments to Contractor for Unit Price Work will be based on actual quantities. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor’s overhead and profit for each separately identified item. D. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer’s preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Engineer’s written decision thereon will be final and binding (except as modified by Engineer to reflect changed factual DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 50 of 63 conditions or more accurate data) upon Owner and Contractor, subject to the provisions of the following Article. E. Within 30 days of Engineer’s written decision under preceding Article, Contractor may submit a Change Proposal, or Owner may file a Claim, seeking an adjustment in Contract Price if: 1. quantity of any item of Unit Price Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in Agreement; 2. there is no corresponding adjustment with respect to any other item of Work; and 3. Contractor believes that it is entitled to an increase in Contract Price as a result of having incurred additional expense or Owner believes that Owner is entitled to a decrease in Contract Price, and the parties are unable to agree as to the amount of any such increase or decrease. ARTICLE 14 – TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 14.01 Access to Work A. Owner, Engineer, consultants and other representatives and personnel of Owner, independent testing laboratories, and authorities having jurisdiction will have access to Site and Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor’s safety procedures and programs so that they may comply therewith as applicable. 14.02 Tests, Inspections, and Approvals A. Contractor shall give Engineer timely notice of readiness of Work (or specific parts thereof) for all required inspections and tests, and shall cooperate with inspection and testing personnel to facilitate required inspections and tests. B. Owner shall retain and pay for the services of an independent inspector, testing laboratory, or other qualified individual or entity to perform all inspections and tests expressly required by Contract Documents to be furnished and paid for by Owner, except that costs incurred in connection with tests or inspections of covered Work shall be governed by the provisions of Article 14.05. C. If laws or regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved by an employee or other representative of such public body, Contractor shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish Engineer the required certificates of inspection or approval. D. Contractor shall be responsible for arranging, obtaining, and paying for all inspections and tests required: 1. by Contract Documents, unless Contract Documents expressly allocate responsibility for a specific inspection or test to Owner; 2. to attain Owner’s and Engineer’s acceptance of materials or equipment to be incorporated in Work; 3. by manufacturers of equipment furnished under Contract Documents; 4. for testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into Work; and DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 51 of 63 5. for acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor’s purchase thereof for incorporation in Work. Such inspections and tests shall be performed by independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to Owner and Engineer. E. If Contract Documents require Work (or part thereof) to be approved by Owner, Engineer, or another designated individual or entity, then Contractor shall assume full responsibility for arranging and obtaining such approvals. F. If any Work (or Work of others) to be inspected, tested, or approved is covered by Contractor without written concurrence of Engineer, Contractor shall, if requested by Engineer, uncover such Work for observation. Such uncovering shall be at Contractor’s expense unless Contractor had given Engineer timely notice of Contractor’s intention to cover the same and Engineer had not acted with reasonable promptness in response to such notice. 14.03 Defective Work A. Contractor’s Obligation: It is Contractor’s obligation to assure that Work is not defective. B. Engineer’s Authority: Engineer has the authority to determine whether Work is defective, and to reject defective Work. C. Notice of Defects: Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. D. Correction, or Removal and Replacement: Promptly after receipt of written notice of defective Work, Contractor shall correct all such defective Work, whether or not fabricated, installed, or completed, or, if Engineer has rejected the defective Work, remove it from the Project and replace it with Work that is not defective. E. Preservation of Warranties: When correcting defective Work, Contractor shall take no action to void or otherwise impair Owner’s special warranty and guarantee, if any, on said Work. F. Costs and Damages: In addition to its correction, removal, and replacement obligations with respect to defective Work, Contractor shall pay all claims, costs, losses, and damages arising out of or relating to defective Work, including but not limited to the cost of the inspection, testing, correction, removal, replacement, or reconstruction of such defective Work, fines levied against Owner by governmental authorities because Work is defective, and the costs of repair or replacement of work of others resulting from defective Work. Prior to final payment, if Owner and Contractor are unable to agree as to the measure of such claims, costs, losses, and damages resulting from defective Work, then Owner may impose a reasonable set-off against payments due under Article 15. 14.04 Acceptance of Defective Work A. If, instead of requiring correction or removal and replacement of defective Work, Owner prefers to accept it, Owner may do so (subject, if such acceptance occurs prior to final payment, to Engineer’s confirmation that such acceptance is in general accord with the design intent and applicable engineering principles, and will not endanger public safety). Contractor shall pay all claims, costs, losses, and damages attributable to Owner’s evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness), and for the diminished value of Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior to final payment, the necessary revisions in Contract Documents with respect to Work shall be incorporated in a Change Order. If the parties are unable to agree as to the decrease in Contract Price, reflecting the diminished DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 52 of 63 value of Work so accepted, then Owner may impose a reasonable set-off against payments due under Article 15. If the acceptance of defective Work occurs after final payment, Contractor shall pay an appropriate amount to Owner. 14.05 Uncovering Work A. Engineer has the authority to require special inspection or testing of Work, whether or not Work is fabricated, installed, or completed. B. If any Work is covered contrary to the written request of Engineer, then Contractor shall, if requested by Engineer, uncover such Work for Engineer’s observation, and then replace the covering, all at Contractor’s expense. C. If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspected or tested by others, then Contractor, at Engineer’s request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of Work in question, and provide all necessary labor, material, and equipment. 1. If found the uncovered Work is defective, Contractor shall be responsible for all claims, costs, losses, and damages arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and pending Contractor’s full discharge of this responsibility the Owner shall be entitled to impose a reasonable set-off against payments due under Article 15. 2. If uncovered Work is not found defective, Contractor shall be allowed an increase in Contract Price or an extension of Contract Times, or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. If the parties are unable to agree as to the amount or extent thereof, then Contractor may submit a Change Proposal within 30 days of the determination that Work is not defective. 14.06 Owner May Stop Work A. If Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform Work in such a way that the completed Work will conform to Contract Documents, then Owner may order Contractor to stop Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of Owner to stop Work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 14.07 Owner May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from Engineer to correct defective Work, or to remove and replace rejected Work as required by Engineer, or if Contractor fails to perform Work in accordance with Contract Documents, or if Contractor fails to comply with any other provision of Contract Documents, then Owner may, after seven days written notice to Contractor, correct or remedy any such deficiency. B. In exercising rights and remedies under this Article 14.07, Owner shall proceed expeditiously. In connection with such corrective or remedial action, Owner may exclude Contractor from all or part of Site, take possession of all or part of Work and suspend Contractor’s services related thereto, and incorporate in Work all materials and equipment stored at Site or for DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 53 of 63 which Owner has paid Contractor but which are stored elsewhere. Contractor shall allow Owner, Owner’s representatives, agents and employees, Owner’s other contractors, and Engineer and Engineer’s consultants access to Site to enable Owner to exercise the rights and remedies under this Article. C. All claims, costs, losses, and damages incurred or sustained by Owner in exercising the rights and remedies under this Article 14.07 will be charged against Contractor as set-offs against payments due under Article 15. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor’s defective Work. D. Contractor shall not be allowed an extension of Contract Times because of any delay in the performance of Work attributable to the exercise by Owner of Owner’s rights and remedies under this Article 14.07. ARTICLE 15 – PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD 15.01 Progress Payments A. Basis for Progress Payments: Schedule of Values established as provided in Article 2 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to Engineer. Progress payments on account of Unit Price Work will be based on the number of units completed during the pay period, as determined under the provisions of Article 13.03. Progress payments for cost-based Work will be based on Cost of Work completed by Contractor during the pay period. B. Applications for Payments: 1. At least 20 days before the date established in Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering Work completed as of the date of the Application and accompanied by such supporting documentation as is required by Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in Work but delivered and suitably stored at Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other documentation warranting that Owner has received the materials and equipment free and clear of all Liens, and evidence that the materials and equipment are covered by appropriate property insurance, a warehouse bond, or other arrangements to protect Owner’s interest therein, all of which must be satisfactory to Owner. 2. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that all previous progress payments received on account of Work have been applied on account to discharge Contractor’s legitimate obligations associated with prior Applications for Payment. 3. Retainage amount with respect to progress payments is as stipulated in Agreement. C. Review of Applications: 1. Engineer will, within 10 days after receipt of each Application for Payment, including each resubmittal, either indicate in writing a recommendation of payment and present the Application to Owner, or return the Application to Contractor indicating in writing DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 54 of 63 Engineer’s reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2. Engineer’s recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Owner, based on Engineer’s observations of the executed Work as an experienced and qualified design professional, and on Engineer’s review of the Application for Payment and the accompanying data and schedules, that to the best of Engineer’s knowledge, information and belief: a. Work has progressed to the point indicated; b. quality of Work is generally in accordance with Contract Documents (subject to an evaluation of Work as a functioning whole prior to or upon Substantial Completion, the results of any subsequent tests called for in Contract Documents, a final determination of quantities and classifications for Unit Price Work under Article 13.03, and any other qualifications stated in the recommendation); and c. conditions precedent to Contractor’s being entitled to such payment appear to have been fulfilled in so far as it is Engineer’s responsibility to observe Work. 3. By recommending any such payment Engineer not thereby deemed to represent that: a. inspections made to check the quality or the quantity of Work as it has been performed have been exhaustive, extended to every aspect of Work in progress, or involved detailed inspections of Work beyond the responsibilities specifically assigned to Engineer in Contract; or b. there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by Owner or entitle Owner to withhold payment to Contractor. 4. Neither Engineer’s review of Contractor’s Work for the purposes of recommending payments nor Engineer’s recommendation of any payment, including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control Work, or b. for means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or c. for Contractor’s failure to comply with Laws and regulations applicable to Contractor’s performance of Work, or d. to make any examination to ascertain how or for what purposes Contractor has used the money paid on account of Contract Price, or e. to determine that title to any of Work, materials, or equipment has passed to Owner free and clear of any Liens. 5. Engineer may refuse to recommend the whole or any part of any payment if, in Engineer’s opinion, it would be incorrect to make the representations to Owner stated in Article 15.01.C.2. 6. Engineer will recommend reductions in payment (set-offs) necessary in Engineer’s opinion to protect Owner from loss because: a. Work is defective, requiring correction or replacement; b. Contract Price has been reduced by Change Orders; DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 55 of 63 c. Owner has been required to correct defective Work in accordance with Article 14.07, or has accepted defective Work pursuant to Article 14.04; d. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; or e. Engineer has actual knowledge of the occurrence of any of the events that would constitute a default by Contractor and therefore justify termination for cause under Contract Documents. D. Payment Becomes Due: 1. 10 days after presentation of the Application for Payment to Owner with Engineer’s recommendation, the amount recommended (subject to any Owner set-offs) will become due, and when due will be paid by Owner to Contractor. E. Reductions in Payment by Owner: 1. In addition to any reductions in payment (set-offs) recommended by Engineer, Owner is entitled to impose a set-off against payment based on any of the following: a. claims have been made against Owner on account of Contractor’s conduct in the performance or furnishing of Work, or Owner has incurred costs, losses, or damages on account of Contractor’s conduct in the performance or furnishing of Work, including but not limited to claims, costs, losses, or damages from workplace injuries, adjacent property damage, non-compliance with Laws and regulations, and patent infringement; b. Contractor fails to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to Site; c. Contractor fails to provide and maintain required bonds or insurance; d. Owner is required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; e. Owner incurred extra charges or engineering costs related to submittal reviews, evaluations of proposed substitutes, tests and inspections, or return visits to manufacturing or assembly facilities; f. Work is defective, requiring correction or replacement; g. Owner is required to correct defective Work in accordance with Article 14.07, or has accepted defective Work pursuant to Article 14.04; h. Contract Price was reduced by Change Orders; i. an event that would constitute a default by Contractor and therefore justify a termination for cause has occurred; j. liquidated damages accrued as a result of Contractor’s failure to achieve Milestones, Substantial Completion, or final completion of Work; k. Liens were filed in connection with Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure satisfaction and discharge of such Liens; l. other items entitling Owner to a set off against the amount recommended. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 56 of 63 2. If Owner imposes any set-off against payment, whether based on his own knowledge or on the written recommendations of Engineer, Owner will give Contractor immediate written notice (with a copy to Engineer) stating the reasons for such action and the specific amount of the reduction, and promptly pay Contractor any amount remaining after deduction of the amount so withheld. Owner shall promptly pay Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor, if Contractor remedies the reasons for such action. The reduction imposed shall be binding on Contractor unless it duly submits a Change Proposal contesting the reduction. 3. Upon a subsequent determination that Owner’s refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due as determined by Article 15.01.C.1 and subject to interest as provided in Agreement. 15.02 Contractor’s Warranty of Title A. Contractor warrants and guarantees that title to all Work, materials, and equipment furnished under Contract will pass to Owner free and clear of (1) all Liens and other title defects, and (2) all patent, licensing, copyright, or royalty obligations, no later than seven days after the time of payment by Owner. 15.03 Substantial Completion A. When Contractor considers the entire Work ready for its intended use Contractor shall notify Owner and Engineer in writing that the entire Work is substantially complete and request that Engineer issue a certificate of Substantial Completion. Contractor shall at the same time submit to Owner and Engineer an initial draft of punch list items to be completed or corrected before final payment. B. Promptly after Contractor’s notification, Owner, Contractor, and Engineer shall make an inspection of Work to determine the status of completion. If Engineer does not consider Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. C. If Engineer considers Work substantially complete, Engineer will deliver to Owner a preliminary certificate of Substantial Completion which shall fix the date of Substantial Completion. Engineer shall attach to the certificate a punch list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the preliminary certificate during which to make written objection to Engineer as to any provisions of the certificate or attached punch list. If, after considering the objections to the provisions of the preliminary certificate, Engineer concludes that Work is not substantially complete, Engineer will, within 14 days after submission of the preliminary certificate to Owner, notify Contractor in writing that Work is not substantially complete, stating the reasons therefor. If Owner does not object to the provisions of the certificate, or if despite consideration of Owner’s objections Engineer concludes that Work is substantially complete, then Engineer will, within said 14 days, execute and deliver to Owner and Contractor a final certificate of Substantial Completion (with a revised punch list of items to be completed or corrected) reflecting such changes from the preliminary certificate as Engineer believes justified after consideration of any objections from Owner. D. At the time of receipt of the preliminary certificate of Substantial Completion, Owner and Contractor will confer regarding Owner’s use or occupancy of Work following Substantial Completion, review the builder’s risk insurance policy with respect to the end of the builder’s risk coverage, and confirm the transition to coverage of Work under a permanent property DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 57 of 63 insurance policy held by Owner. Unless Owner and Contractor agree otherwise in writing, Owner shall bear responsibility for security, operation, protection of Work, property insurance, maintenance, heat, and utilities upon Owner’s use or occupancy of Work. E. After Substantial Completion Contractor shall promptly begin work on the punch list of items to be completed or corrected prior to final payment. In appropriate cases Contractor may submit monthly Applications for Payment for completed punch list items, following the progress payment procedures set forth. F. Owner shall have the right to exclude Contractor from Site after the date of Substantial Completion subject to allowing Contractor reasonable access to remove his property and complete or correct items on the punch list. 15.04 Partial Use or Occupancy A. Prior to Substantial Completion of all Work, Owner may use or occupy any substantially completed part of Work which has specifically been identified in Contract Documents, or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of Work that can be used by Owner for its intended purpose without significant interference with Contractor’s performance of the remainder of Work, subject to the following conditions: 1. At any time Owner may request in writing that Contractor permit Owner to use or occupy any such part of Work that Owner believes to be substantially complete. If and when Contractor agrees that such part of Work is substantially complete, Contractor, Owner, and Engineer will follow the procedures of Article 15.03.A through E for that part of Work. 2. At any time Contractor may notify Owner and Engineer in writing that Contractor considers any such part of Work substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of Work. 3. Within a reasonable time after either such request, Owner, Contractor, and Engineer shall make an inspection of that part of Work to determine its status of completion. If Engineer does not consider that part of Work to be substantially complete, Engineer will notify Owner and Contractor in writing giving the reasons therefor. If Engineer considers that part of Work to be substantially complete, the provisions of Article 15.03 will apply with respect to certification of Substantial Completion of that part of Work and the division of responsibility in respect thereof and access thereto. 4. No use or occupancy or separate operation of part of Work may occur prior to compliance with the requirements of Article 6.05 regarding builder’s risk or other property insurance. 15.05 Final Inspection A. Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete, Engineer will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that Work, or agreed portion thereof, is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 58 of 63 15.06 Final Payment A. Application for Payment: 1. After Contractor has, in Engineer opinion, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with Contract Documents, all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance, certificates of inspection, annotated record documents (as provided in Article 7.11), and other documents, Contractor may make application for final payment. 2. Final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in Contract Documents; b. consent of the surety, if any, to final payment; c. satisfactory evidence that all title issues have been resolved such that title to all Work, materials, and equipment has passed to Owner free and clear of any Liens or other title defects, or will so pass upon final payment. d. a list of all disputes that Contractor believes are unsettled; and e. complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights arising out of Work, and of Liens filed in connection with Work. 3. In lieu of the releases or waivers of Liens specified in Article 15.06.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (a) the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (b) all payrolls, material and equipment bills, and other indebtedness connected with Work for which Owner might in any way be responsible, or which might in any way result in liens or other burdens on Owner's property, have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any Lien, or Owner at his option may issue joint checks payable to Contractor and specified Subcontractors and Suppliers. B. Engineer’s Review of Application and Acceptance: 1. If, on the basis of Engineer’s observation of Work during construction and final inspection, and Engineer’s review of the final Application for Payment and accompanying documentation as required by Contract Documents, Engineer is satisfied that Work has been completed and Contractor’s other obligations under Contract have been fulfilled, Engineer will, within ten days after receipt of the final Application for Payment, indicate in writing Engineer’s recommendation of final payment and present the Application for Payment to Owner for payment. Such recommendation shall account for any set-offs against payment that are necessary in Engineer’s opinion to protect Owner from loss for the reasons stated with respect to progress payments. At the same time Engineer will also give written notice to Owner and Contractor that Work is acceptable, subject to the provisions of Article 15.07. Otherwise, Engineer will return the Application for Payment to Contractor, indicating in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment. C. Completion of Work: Work is complete (subject to surviving obligations) when it is ready for final payment as established by the Engineer’s written recommendation of final payment. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 59 of 63 D. Payment Becomes Due: 30 days after the presentation to Owner of the final Application for Payment and accompanying documentation, the amount recommended by Engineer (less any further sum Owner is entitled to set off against Engineer’s recommendation, including but not limited to set-offs for liquidated damages and set-offs allowed under the provisions with respect to progress payments) will become due and paid by Owner to Contractor. 15.07 Waiver of Claims A. Making final payment will not constitute a waiver by Owner of claims or rights against Contractor. Owner expressly reserves claims and rights arising from unsettled Liens, from defective Work appearing after final inspection pursuant to Article 15.05, from Contractor’s failure to comply with Contract Documents or the terms of any special guarantees specified therein, from outstanding Claims by Owner, or from Contractor’s continuing obligations under Contract Documents. B. Acceptance of final payment by Contractor will constitute a waiver by Contractor of all claims and rights against Owner other than those pending matters that have been duly submitted or appealed under the provisions of Article 17. 15.08 Correction Period A. If within one year after date of Substantial Completion (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by Contract Documents, or by any specific provision of Contract Documents), any Work is found defective, or if the repair of any damages to Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise, and other adjacent areas used by Contractor as permitted by Laws and regulations, is found to be defective, then Contractor shall promptly, without cost to Owner and in accordance with Owner’s written instructions: 1. correct the defective repairs to Site or such other adjacent areas; 2. correct such defective Work; 3. if defective Work is rejected by Owner, remove from Project and replace with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to Work of others, or to other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of Owner’s written instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others). C. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Article, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 60 of 63 E. Contractor’s obligations under this Article are in addition to all other obligations and warranties. The provisions of this Article shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. ARTICLE 16 – SUSPENSION OF WORK AND TERMINATION 16.01 Owner May Suspend Work A. At any time and without cause, Owner may suspend Work or any portion thereof for a period of not more than 90 consecutive days by written notice to Contractor and Engineer. Such notice will fix the date on which Work will be resumed. Contractor shall resume Work on the date so fixed. Contractor shall be entitled to an adjustment in Contract Price or an extension of Contract Times, or both, directly attributable to any such suspension. Any Change Proposal seeking such adjustments shall be submitted no later than 30 days after the date fixed for resumption of Work. 16.02 Owner May Terminate for Cause A. Occurrence of any one or more of the following events will constitute a default by Contractor and justify termination for cause: 1. Contractor’s persistent failure to perform Work in accordance with Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the Progress Schedule); 2. Failure of Contractor to perform or otherwise to comply with a material term of Contract Documents; 3. Contractor’s disregard of Laws or regulations of any public body having jurisdiction; or 4. Contractor’s repeated disregard of the authority of Owner or Engineer. B. If one or more of the events identified in Article 16.02.A occurs, then after giving Contractor (and any surety) ten days written notice that Owner is considering a declaration that Contractor is in default and termination of Contract, Owner may proceed to: 1. declare Contractor to be in default, and give Contractor (and any surety) notice that Contract is terminated; and 2. enforce the rights available to Owner under any applicable performance bond. C. Subject to terms and operation of any applicable performance bond, if Owner has terminated Contract for cause, Owner may exclude Contractor from Site, take possession of Work, incorporate in Work all materials and equipment stored at Site or for which Owner paid Contractor but are stored elsewhere, and complete Work as Owner may deem expedient. D. Owner may not proceed with termination of Contract under Article 16.02.B if Contractor within seven days of receipt of notice of intent to terminate begins to correct its failure to perform and proceeds diligently to cure such failure. E. If Owner proceeds as provided in Article 16.02.B, Contractor shall not be entitled to receive any further payment until Work is completed. If the unpaid balance of Contract Price exceeds the cost to complete Work, including all related claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals) sustained by Owner, such excess will be paid to Contractor. If the cost to complete Work including such related claims, costs, losses, and damages exceeds such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses, and DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 61 of 63 damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this Article, Owner shall not be required to obtain the lowest price for Work performed. F. Where Contractor’s services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereafter accrue, or any rights or remedies of Owner against Contractor or any surety under any payment bond or performance bond. Any retention or payment of money due Contractor by Owner will not release Contractor from liability. G. If and to the extent that Contractor has provided a performance bond under the provisions of Article 6.01.A, the provisions of that bond shall govern over any inconsistent provisions of Articles 16.02.B and 16.02.D. 16.03 Owner May Terminate For Convenience A. Upon seven days written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate Contract. In such case, Contractor shall be paid for (without duplication of any items): 1. completed and acceptable Work executed in accordance with Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; and 3. other reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. B. Contractor shall not be paid on account of loss of anticipated overhead, profits, or revenue, or other economic loss arising out of or resulting from such termination. 16.04 Contractor May Stop Work or Terminate A. If, through no act or fault of Contractor, (1) Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority, or (2) Engineer fails to act on any Application for Payment within 30 days after it is submitted, or (3) Owner fails for 30 days to pay Contractor any sum finally determined to be due, then Contractor may, upon seven days written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspension or failure within that time, terminate Contract and recover from Owner payment on the same terms as provided in Article 16.03. B. In lieu of terminating Contract and without prejudice to any other right or remedy, if Engineer has failed to act on an Application for Payment within 30 days after it is submitted, or Owner has failed for 30 days to pay Contractor any sum finally determined to be due, Contractor may, seven days after written notice to Owner and Engineer, stop Work until payment is made of all such amounts due Contractor, including interest thereon. The provisions of this Article are not intended to preclude Contractor from submitting a Change Proposal for an adjustment in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to Contractor’s stopping Work as permitted by this Article. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 62 of 63 ARTICLE 17 – FINAL RESOLUTION OF DISPUTES 17.01 Methods and Procedures A. Disputes Subject to Final Resolution: The following disputed matters are subject to final resolution under the provisions of this Article: 1. Timely appeal of approval in part and denial in part of a Claim, or of a denial in full; and 2. Disputes between Owner and Contractor concerning Work or obligations under Contract Documents, and arising after final payment has been made. B. Final Resolution of Disputes: For any dispute subject to resolution under this Article, Owner or Contractor may: 1. elect in writing to invoke the dispute resolution process provided for in the Supplementary Conditions; or 2. agree with other party to submit the dispute to another dispute resolution process; or 3. if no dispute resolution process is provided for in the Supplementary Conditions or mutually agreed to, give written notice to the other party of the intent to submit the dispute to a court of competent jurisdiction. ARTICLE 18 – MISCELLANEOUS 18.01 Giving Notice A. Whenever any provision of Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person, by a commercial courier service or otherwise, to the individual or to a member of the firm or to an officer of the corporation for which it is intended; or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the sender of the notice. 18.02 Computation of Times A. When any period of time is referred to in Contract by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 18.03 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or regulations, by special warranty or guarantee, or by other provisions of Contract. The provisions of this Article will be as effective as if repeated specifically in Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. 18.04 Limitation of Damages A. With respect to any and all Change Proposals, Claims, disputes subject to final resolution, and other matters at issue, neither Owner nor Engineer, nor any of their officers, directors, DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 EJCDC® 00 72 00, Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 63 of 63 members, partners, employees, agents, consultants, or subcontractors, shall be liable to Contractor for any claims, costs, losses, or damages sustained by Contractor on or in connection with any other project or anticipated project. 18.05 No Waiver A. A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Contract. 18.06 Survival of Obligations A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with Contract, as well as all continuing obligations indicated in Contract, will survive final payment, completion, and acceptance of Work or termination or completion of Contract or termination of the services of Contractor. 18.07 Controlling Law A. This Contract is to be governed by the law of the state in which the Project is located. 18.08 Headings A. Article and Article headings are inserted for convenience only and do not constitute parts of these General Conditions. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 (EJCDC) 01250320 SUPPLEMENTARY CONDITIONS 00 73 14 - 1 11/2020 SECTION 00 73 14 - SUPPLEMENTARY CONDITIONS These Supplementary Conditions amend or supplement Section 00 72 00 - Standard General Conditions of the Construction Contract. All provisions not so amended or supplemented, remain in full force and effect. Terms used in these Supplementary Conditions have meanings stated in the General Conditions. Additional terms used in these Supplementary Conditions have meanings stated here, applicable to singular and plural thereof. Address system used in these Supplementary Conditions is the same system used in the General Conditions, with the prefix "SC" added thereto. ARTICLE 1 – DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms SC-1.01. Add to the list of definitions in Article 1.01.A by inserting the following as numbered items in proper alphabetical positions: A. Geotechnical Baseline Report (GBR): Interpretive report prepared by or for Owner regarding subsurface conditions at the Site and containing specific baseline geotechnical conditions anticipated or relied upon for bidding and contract administration purposes, subject to controlling provisions of Contract, including GBR’s own terms. GBR is a Contract Document. B. Geotechnical Data Report (GDR): Factual report that collects and presents data regarding actual subsurface conditions at or adjacent to the Site, including Technical Data and other geotechnical data, prepared by or for Owner, in support of the Geotechnical Baseline Report. GDR content may include boring logs, trenches, and other site investigations, recorded subsurface water level measurements, field and laboratory testing results, and investigative and testing program descriptions. The GDR does not include interpretation of data. If opinions, interpretive or speculative non-factual comments, or statements appear in a document labeled GDR, such opinions, comments, or statements are not operative parts of the GDR and do not have contractual standing. Subject to that exception, GDR is a Contract Document. ARTICLE 2 – PRELIMINARY MATTERS 2.02 Copies of Documents SC-2.02.A. Amend the first sentence of Article 2.02.A. to read: Owner shall furnish Contractor up to three printed copies of Contract Documents (including one fully executed counterpart of Agreement), and one copy in electronic portable document format (PDF). DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 (EJCDC) 01250320 SUPPLEMENTARY CONDITIONS 00 73 14 - 2 11/2020 ARTICLE 5 – AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS (Not Used) SC-5.03. C Subsurface and Physical Conditions Boring information, known to the owner from MSW Permit No. 1590A are provided with this project manual. ARTICLE 6 – BONDS AND INSURANCE SC-6.03.A Add the following new Article immediately after Article 6.03.A.4: Workers' Compensation Insurance Coverage. A. Definitions: Certificate of Coverage (certificate): Certificate of insurance, certificate of authority to self-insure issued by commission, or coverage agreement (TWCC-81, -82, -83, or -84), showing statutory workers' compensation insurance coverage for person's/entity's employees providing services on a project, for Project duration. Project Duration: Time from beginning of Work on Project until Contractor's/person's work on Project is complete and accepted by the governmental entity. Person(s) Providing Services on Project (subcontractor in §406.096): Person(s) or entity(ies) performing all or part of services Contractor undertook to perform on Project, regardless if person contracted directly with Contractor or has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity who furnishes persons to provide services on Project. Services: Providing, hauling, or delivering equipment/materials, or providing labor, transportation, or other service related to Project. Services does not include activities unrelated to Project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. Contractor shall provide coverage, based on proper reporting of classification codes, payroll amounts, and any coverage agreement filing, which meets statutory requirements of Texas Labor Code, Section 401.011(44) for all Contractor employees providing services on Project, for duration of Project. C. Contractor must provide a certificate of coverage to the governmental entity before awarded Contract. D. If coverage period shown on Contractor's current Certificate of Coverage ends during duration of Project, Contractor must, prior to end of coverage period, file a new Certificate of Coverage with the governmental entity showing coverage has been extended. E. Contractor shall obtain the following from each person providing services on a project, and provide to the governmental entity: 1. Certificate of Coverage, before person begins work on Project, so the governmental entity will have Certificates of Coverage on file showing coverage for all persons providing services on Project; and DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 (EJCDC) 01250320 SUPPLEMENTARY CONDITIONS 00 73 14 - 3 11/2020 2 No later than seven days after Contractor receives, a new Certificate of Coverage showing extension of coverage, if coverage period shown on current Certificate of Coverage ends during duration of Project. F. Contractor shall retain all required Certificates of Coverage for duration of Project and one year thereafter. G. Contractor shall notify the governmental entity, in writing, certified mail, or personal delivery, within 10 days after Contractor knew (or should have known), of any change that materially affects provision of coverage of any person(s) providing services on Project. H. Contractor shall post a notice on each Project site, in text, form, and manner prescribed by Texas Workers' Compensation Commission, informing all persons providing services on Project, they are required to be covered, and state how to verify coverage and report lack of coverage. I. Contractor shall contractually require each person with whom he contracts to provide services on a Project, to: 1. Provide coverage, based on proper reporting of classification codes, payroll amounts, and filing of any coverage agreements, which meets statutory requirements of Texas Labor Code, Section 401.011(44) for all employees providing services on Project, for duration of Project; 2. Provide Contractor, before person begins Work on Project, a Certificate of Coverage showing coverage is provided for all employees of person providing services on Project, for duration of Project; 3. Provide Contractor, before end of coverage period, a new Certificate of Coverage showing extension of coverage, if coverage period shown on current Certificate of Coverage ends during duration of Project; 4. Obtain from each person(s) with whom he contracts, and provide Contractor: (a) Certificate of Coverage, prior to other person beginning work on Project; and (b) New Certificate of Coverage showing extension of coverage, prior to end of coverage period, if coverage period shown on current Certificate of Coverage ends during duration of Project; 5. Retain all required certificates of coverage on file for duration of Project and one year thereafter. 6. Notify the governmental entity, in writing, certified mail, or personal delivery, within 10 days after person knew (or should have known), of any change that materially affects provision of coverage of any person(s) providing services on Project; and 7. Contractually require each person with whom he contracts, to perform as required by Articles SC-6.03.I.1 - 7, with Certificates of Coverage provided to the person(s) for whom they are providing services. J. By signing this Contract or providing/causing to be provided a Certificate of Coverage, Contractor represents to the governmental entity that all Contractor employees who will provide services on Project, will be covered by workers' compensation coverage for duration of Project, coverage will be based on proper reporting of classification codes and payroll amounts, and all coverage agreements will be filed with appropriate insurance carrier(s) or, in the case of a self-insured, with Commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 (EJCDC) 01250320 SUPPLEMENTARY CONDITIONS 00 73 14 - 4 11/2020 Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. Contractor failure to comply with any provision is a Contractor breach of Contract which entitles the governmental entity to declare Contract void if Contractor does not remedy the breach within 10 days after receipt of notice of breach from the governmental entity. SC 6.03 Add the following new paragraph immediately after Article 6.03.J: K. Limits of liability for insurance required by Article 6.03 of the General Conditions, shall provide coverage for not less than the following amounts or greater where required by laws and regulations: 1. Workers’ Compensation, and related coverages under Articles 6.03.A.1 and A.2 of the General Conditions: STATE STATUTORY Employer’s Liability: Each accident $100,000.00 Disease, each employee $100,000.00 Disease, policy limit $500,000.00 2. Contractor’s Commercial General Liability under Articles 6.03.B and C of the General Conditions: Each Occurrence (bodily injury and property damage) $1,000,000.00 Personal and Advertising Injury $1,000,000.00 General Aggregate $2,000,000.00 Products: Completed Operations Aggregate $2,000,000.00 3. Automobile Liability under Article 6.03.D. of the General Conditions: Bodily Injury: Each person $1,000,000.00 Each accident $1,000,000.00 Property damage: Each accident $1,000,000.00 ~OR~ Combined single limit of $1,000,000.00 4. Excess or Umbrella Liability: Per occurrence $3,000,000.00 General aggregate $3,000,000.00 SC 6.05.A Delete Article 6.05.A in its entirety and insert this in its place: Owner shall purchase and maintain builder’s risk insurance upon the Work on a completed value basis, in the amount of the full insurable replacement cost thereof (subject to such deductible amounts as may be provided in Supplementary Conditions or required by laws and regulations). DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 (EJCDC) 01250320 SUPPLEMENTARY CONDITIONS 00 73 14 - 5 11/2020 SC-6.05.A.1 a. In addition to Owner, Contractor, and all subcontractors, include Engineer and Engineer’s consultants as insureds. 1. For Owner’s benefit, include loss of profits and soft cost coverage including, without limitation, fixed expenses and debt service for a minimum of 12 months with a maximum 30-day deductible, plus attorney fees, engineering, or other consultant fees, if not otherwise covered; 2. Include by express endorsement coverage of damage to Contractor equipment. ARTICLE 8 – OTHER WORK AT THE SITE (Not Used) ARTICLE 10 – ENGINEER’S STATUS DURING CONSTRUCTION 10.03 Project Representative SC-10.03 Add the following new paragraphs immediately after Article 10.03.A: A. Resident Project Representative (RPR) will be the Engineer's representative at the Site, act as directed by and under Engineer supervision, and confer with Engineer regarding RPR actions. 1. General: RPR dealings in matters pertaining to Work in general shall be with Engineer and Contractor. RPR dealings with subcontractors shall only be through or with Contractor’s full knowledge and approval. RPR shall generally communicate with Owner only with Engineer’s knowledge and direction. 2. Schedules: Review progress schedule, schedule of Shop Drawing and Sample submittals, and Schedule of Values prepared by Contractor and consult with Engineer concerning acceptability. 3. Conferences and Meetings: Attend meetings with Contractor, (preconstruction conferences, progress meetings, job conferences, and other Project-related meetings). Prepare and circulate copies of minutes thereof. 4. Liaison: a. Serve as Engineer’s liaison with Contractor. Working principally through Contractor’s authorized representative or designee, assist in providing information regarding provisions and intent of Contract Documents. b. Assist Engineer in serving as Owner’s liaison with Contractor when Contractor’s operations affect Owner’s onsite operations. c. Assist in obtaining additional details or information from Owner when required for proper execution of Work. 5. Interpretation of Contract Documents: Report to Engineer when Contract Document clarifications and interpretations are needed. Transmit to Contractor, clarifications and interpretations as issued by Engineer. 6. Shop Drawings and Samples: a. Record received date of samples and Contractor-approved Shop Drawings. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 (EJCDC) 01250320 SUPPLEMENTARY CONDITIONS 00 73 14 - 6 11/2020 b. Receive samples, furnished at the Site by Contractor, and notify Engineer of availability of samples for examination. c. Advise Engineer and Contractor of commencement on any portion of Work requiring Shop Drawing or sample submittal which RPR believes is not Engineer approved. 7. Modifications: Consider and evaluate Contractor’s modification suggestions in Drawings or Specifications and report suggestions, together with RPR recommendations, if any, to Engineer. Transmit to Contractor in writing decisions as issued by Engineer. 8. Review of Work and Rejection of Defective Work: a. Conduct onsite observations of Contractor’s Work in progress to assist Engineer in determining if Work is generally proceeding in accordance with Contract Documents. b. Report to Engineer whenever RPR believes any part of Contractor’s work in progress is defective, will not produce a completed Project generally conforming to Contract Documents, or will risk design concept integrity of the completed Project as a functioning whole and indicated in Contract Documents, damaged, or does not meet requirements of any inspection, test, or approval required; and advise Engineer of that part of work in progress RPR believes should be corrected, rejected, uncovered for observation, or requires special testing, inspection, or approval. 9. Inspections, Tests, and System Start-ups: a. Verify tests, equipment, and system start-ups and operating and maintenance training are conducted in appropriate Owner’s personnel presence, and Contractor maintains adequate records thereof. b. Observe, record, and report to Engineer appropriate details relative to test procedures and systems start-ups. 10. Records: a. Prepare a daily report, diary, or log book, recording Contractor hours onsite, subcontractors present at the Site, weather conditions, data/questions relative to Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, delivery of equipment or materials, daily activities, decisions, and general and specific observations in more detail observing test procedures. Send copies to Engineer. b. Record names, addresses, fax numbers, email addresses, web site locations, and phone numbers of all contractors, subcontractors, and major suppliers of materials and equipment. c. Maintain records for use in preparing Project documentation. 11. Reports: a. Furnish to Engineer periodic reports as required for progress of Work and Contractor compliance with Progress Schedule and schedules of Shop Drawing and sample submittals. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 (EJCDC) 01250320 SUPPLEMENTARY CONDITIONS 00 73 14 - 7 11/2020 b. Draft and recommend to Engineer proposed Change Orders, Work Change Directives, and Field Orders. Obtain backup material from Contractor. c. Immediately notify Engineer of any Site accidents, emergencies, Acts of God endangering Work, force majeure or delay events, damage to property by fire or other causes, or discovery of any Constituent of Concern or Hazardous Environmental Condition. 12. Payment Requests: Review applications for payment with Contractor for compliance with the established procedure for submission and forward with recommendations to Engineer, noting the particular relationships of payment requested to Schedule of Values, Work completed, and materials and equipment delivered at the Site but not incorporated in Work. 13. Certificates, Operation and Maintenance Manuals: During course of Work, verify material and equipment certificates, operation and maintenance manuals, and other data required by Contract Documents to be assembled and furnished by Contractor, are applicable to items actually installed and in accordance with Contract Documents, and deliver documents to Engineer for review, forwarding to Owner prior to payment for that part of Work. 14. Completion: a. Participate in Engineer’s Site visits to determine Substantial Completion. Assist in determination of Substantial Completion and preparation of punch list of items to be completed or corrected. b. Participate in Engineer’s final Site visit to determine completion of Work, with Owner and Contractor, and prepare a final punch list of items to be completed and deficiencies to be remedied. c. Observe if all items on final list have been completed/corrected and make recommendations to Engineer concerning acceptance and issuance of notice of acceptability of Work. B. RPR shall not: 1. authorize any deviation from Contract Documents or substitution of materials or equipment (including “or-equal” items). 2. exceed limitations of Engineer’s authority as set forth in Contract Documents. 3. undertake any responsibility of Contractor, subcontractors, or suppliers. 4. advise on, issue directions relative to, or assume control over any aspect of means, methods, techniques, sequences, or procedures of Contractor work. 5. advise on, issue directions regarding, or assume control over security or safety practices, precautions, and programs regarding Owner or Contractor activities and/or operations. 6. participate in specialized field or laboratory tests or inspections conducted off-site by others except as specifically authorized by Engineer. 7. accept Shop Drawing or sample submittals from anyone other than Contractor. 8. authorize Owner to occupy Project in whole or part. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 (EJCDC) 01250320 SUPPLEMENTARY CONDITIONS 00 73 14 - 8 11/2020 ARTICLE 13 – COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 13.03 Unit Price Work A. Unit price of an item of Unit Price Work shall be subject to reevaluation and adjustment, if: 1. extended price of a particular item of Unit Price Work amounts to 5 percent or more of Contract Price (based on estimated quantities at the time of Contract formation) and variation in the quantity of that particular item of Unit Price Work actually furnished or performed by Contractor differs by more than 25 percent from estimated quantity of such item indicated in Agreement; 2. there is no corresponding adjustment with respect to any other item of Work; and 3. Contractor believes he incurred additional expense as a result thereof, Contractor may submit a Change Proposal, or if Owner believes the quantity variation entitles Owner to an adjustment in unit price, Owner may make a Claim, seeking an adjustment in Contract Price. DocuSign Envelope ID: 3F3AF263-49CF-49F3-A4C2-F84545F8AB87 Certificate Of Completion Envelope Id: 3F3AF26349CF49F3A4C2F84545F8AB87 Status: Completed Subject: Please DocuSign: City Council Contract 7540 - Landfill Cell 4 Construction Source Envelope: Document Pages: 95 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 1/26/2021 8:32:26 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/26/2021 8:53:32 AM Viewed: 1/26/2021 8:53:46 AM Signed: 1/26/2021 8:54:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 1/26/2021 8:54:40 AM Viewed: 1/26/2021 11:00:51 AM Signed: 1/26/2021 11:03:03 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 1/26/2021 11:03:07 AM Viewed: 1/26/2021 4:20:35 PM Signed: 1/27/2021 2:04:55 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign GAYLON HAMMETT gaylon@hammett-excavation.com President Hammett Excavation, Inc Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 66.209.36.179 Sent: 1/27/2021 2:04:58 PM Viewed: 1/27/2021 5:33:29 PM Signed: 1/28/2021 8:41:11 AM Electronic Record and Signature Disclosure: Accepted: 1/27/2021 5:33:29 PM ID: 89c4faab-4f90-4aa1-b842-3181a6ab6282 Signer Events Signature Timestamp Brian Boerner brian.boerner@cityofdenton.com Director of Solid Waste Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/28/2021 8:41:13 AM Viewed: 1/28/2021 8:42:01 AM Signed: 1/28/2021 8:42:37 AM Electronic Record and Signature Disclosure: Accepted: 1/28/2021 8:42:01 AM ID: 4f697c4b-18bc-4fa7-9804-04a2e3a09fbb Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/28/2021 8:42:39 AM Viewed: 2/24/2021 8:09:52 AM Signed: 2/24/2021 8:10:06 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/24/2021 8:10:10 AM Viewed: 2/24/2021 9:24:03 AM Signed: 2/24/2021 9:24:11 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 2/24/2021 9:24:14 AM Viewed: 2/24/2021 12:13:38 PM Signed: 2/24/2021 12:14:30 PM Electronic Record and Signature Disclosure: Accepted: 2/24/2021 12:13:38 PM ID: 7dc74ad6-6a4a-4630-9cf9-2054fd245c81 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 1/26/2021 8:54:40 AM Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 1/28/2021 8:42:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 1/28/2021 8:42:40 AM Viewed: 1/28/2021 8:49:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolina Parker zolina.parker@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 2/24/2021 12:14:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Arturo Garcia arturo.garcia@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 2/24/2021 12:14:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/26/2021 8:53:32 AM Certified Delivered Security Checked 2/24/2021 12:13:38 PM Signing Complete Security Checked 2/24/2021 12:14:30 PM Completed Security Checked 2/24/2021 12:14:34 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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