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6304 - Denton Energy Center Waterline Phase 1, 2.General Provisions/ Terms and Conditions
RFP # 6304 Exhibit 2 – General Provisions and Terms and Conditions CITY OF DENTON GENERAL CONDITIONS FOR WATER PROJECT CONSTRUCTION This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Law. STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly By / / / PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE a practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS ___________________ AMERICAN COUNCIL OF ENGINEERING COMPANIES ___________________ AMERICAN SOCIETY OF CIVIL ENGINEERS This document has been approved and endorsed by The Associated General Contractors of America Construction Specifications Institute Copyright ©2002 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314 American Council of Engineering Companies 1015 15th Street, N.W., Washington, DC 20005 American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 These General Conditions have been prepared for use with the Suggested Forms of Agreement Between Owner and Contractor Nos. C-520 or C-525 (2002 Editions). Their provisions are interrelated and a change in one may necessitate a change in the other. Comments concerning their usage are contained in the EJCDC Construction Documents, General and Instructions (No. C-001) (2002 Edition). For guidance in the preparation of Supplementary Conditions, see Guide to the Preparation of Supplementary Conditions (No. C-800) (2002 Edition). These General Conditions have been amended by the City of Denton, for specific utilization with the government entity’s water and wastewater construction contracts, effective 8.1.13 TABLE OF CONTENTS Page ARTICLE 1 - DEFINITIONS AND TERMINOLOGY 1 1.01 Defined Terms 1 1.02 Terminology 3 ARTICLE 2 - PRELIMINARY MATTERS 4 2.01 Delivery of Bonds and Evidence of Insurance 4 2.02 Copies of Documents 4 2.03 Commencement of Contract Times; Notice to Proceed 4 2.04 Starting the Work 4 2.05 Before Starting Construction 4 2.06 Preconstruction Conference 4 2.07 Initial Acceptance of Schedules 4 ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 5 3.01 Intent 5 3.02 Reference Standards 5 3.03 Reporting and Resolving Discrepancies 5 3.04 Amending and Supplementing Contract Documents 6 3.05 Reuse of Documents 6 3.06 Electronic Data 6 ARTICLE 4 - AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 6 4.01 Availability of Lands 6 4.02 Subsurface and Physical Conditions 7 4.03 Differing Subsurface or Physical Conditions 7 4.04 Underground Facilities 8 4.05 Reference Points 8 4.06 Hazardous Environmental Condition at Site 8 ARTICLE 5 - BONDS AND INSURANCE 9 5.01 Performance, Payment, and Other Bonds 9 5.02 Licensed Sureties and Insurers 10 5.03 Certificates of Insurance 10 5.04 Contractor’s Liability Insurance 10 5.05 Owner’s Liability Insurance 11 5.06 Property Insurance 11 5.07 Waiver of Rights 12 5.08 Receipt and Application of Insurance Proceeds 12 5.09 Acceptance of Bonds and Insurance; Option to Replace 12 5.10 Partial Utilization, Acknowledgment of Property Insurer 13 ARTICLE 6 - CONTRACTOR’S RESPONSIBILITIES 13 6.01 Supervision and Superintendence 13 6.02 Labor; Working Hours 13 6.03 Services, Materials, and Equipment 13 6.04 Progress Schedule 13 6.05 Substitutes and “Or Equals” 14 6.06 Concerning Subcontractors, Suppliers, and Others 15 6.07 Patent Fees and Royalties 16 6.08 Permits 16 6.09 Laws and Regulations 16 6.10 Taxes 17 6.11 Use of Site and Other Areas 17 6.12 Record Documents 17 6.13 Safety and Protection 17 6.14 Safety Representative 18 6.15 Hazard Communication Programs 18 6.16 Emergencies 18 6.17 Shop Drawings and Samples 18 6.18 Continuing the Work 19 6.19 Contractor’s General Warranty and Guarantee 19 6.20 Indemnification 19 6.21 Delegation of Professional Design Services 20 ARTICLE 7 - OTHER WORK AT THE SITE 20 7.01 Related Work at Site 20 7.02 Coordination 21 7.03 Legal Relationships 21 ARTICLE 8 - OWNER’S RESPONSIBILITIES 21 8.01 Communications to Contractor 21 8.02 Replacement of Engineer 21 8.03 Furnish Data 21 8.04 Pay When Due 21 8.05 Lands and Easements; Reports and Tests 21 8.06 Insurance 21 8.07 Change Orders 21 8.08 Inspections, Tests, and Approvals 21 8.09 Limitations on Owner’s Responsibilities 22 8.10 Undisclosed Hazardous Environmental Condition 22 8.11 Evidence of Financial Arrangements 22 ARTICLE 9 - ENGINEER’S STATUS DURING CONSTRUCTION 22 9.01 Owner’s Representative 22 9.02 Visits to Site 22 9.03 Project Representative 22 9.04 Authorized Variations in Work 22 9.05 Rejecting Defective Work 22 9.06 Shop Drawings, Change Orders and Payments 23 9.07 Determinations for Unit Price Work 23 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work 23 9.09 Limitations on Engineer’s Authority and Responsibilities 23 ARTICLE 10 - CHANGES IN THE WORK; CLAIMS 23 10.01 Authorized Changes in the Work 23 10.02 Unauthorized Changes in the Work 24 10.03 Execution of Change Orders 24 10.04 Notification to Surety 24 10.05 Claims 24 ARTICLE 11 - COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 25 11.01 Cost of the Work 25 11.02 Allowances 26 11.03 Unit Price Work 26 ARTICLE 12 - CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES 27 12.01 Change of Contract Price 27 12.02 Change of Contract Times 27 12.03 Delays 28 ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 28 13.01 Notice of Defects 28 13.02 Access to Work 28 13.03 Tests and Inspections 28 13.04 Uncovering Work 29 13.05 Owner May Stop the Work 29 13.06 Correction or Removal of Defective Work 29 13.07 Correction Period 29 13.08 Acceptance of Defective Work 30 13.09 Owner May Correct Defective Work 30 ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION 30 14.01 Schedule of Values 30 14.02 Progress Payments 31 14.03 Contractor’s Warranty of Title 32 14.04 Substantial Completion 32 14.05 Partial Utilization 33 14.06 Final Inspection 33 14.07 Final Payment 33 14.08 Final Completion Delayed 34 14.09 Waiver of Claims 34 ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION 34 15.01 Owner May Suspend Work 34 15.02 Owner May Terminate for Cause 34 15.03 Owner May Terminate For Convenience 35 15.04 Contractor May Stop Work or Terminate 35 ARTICLE 16 - DISPUTE RESOLUTION 35 16.01 Methods and Procedures 35 ARTICLE 17 - MISCELLANEOUS 36 17.01 Giving Notice 36 17.02 Computation of Times 36 17.03 Cumulative Remedies 36 17.04 Survival of Obligations 36 17.05 Controlling Law and Venue 36 17.06 Headings 36 17.07 Non-Discrimination 36 17.08 Independent Contractor 36 17.09 Gifts to Public Servants 36 17.10 Right to Audit Contractor’s Records 36 17.11 Notice of Contract Claim 36 17.12 Successors and Assigns 36 17.13 Written Notice 36 17.14 Rights and Remedies; No waiver of Rights by Owner 36 17.15 Interest 36 GENERAL CONDITIONS ARTICLE 1 - DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the solicitation Requirements or Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda--Written or graphic instruments issued prior to the opening of solicitation which clarify, correct, or change the solicitation requirements or the proposed Contract Documents. 2. Agreement--The written instrument which is evidence of the agreement between Owner and Contractor covering the Work. 3. Application for Payment--The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompa nied by such supporting documentation as is required by the Contract Documents. 4. Asbestos--Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupa tional Safety and Health Administration. 5. Proposal--The submission of a respondent on the prescribed form setting forth the prices for the Work to be performed. 6. Respondent--The individual or entity who submits a proposal directly to Owner. 7. Solicitation Documents--The solicitation requirements and the proposed Contract Documents (including all Addenda). 8. Solicitation Requirements--The Advertisement, Instructions, security of acceptable form, if any, and the submittal forms with any supplements. 9. Change Order--A document recommended by Engineer which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 10. Claim--A demand or assertion by Owner or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim. 11. Contract--The entire and integrated written agreement between the Owner and Contractor concerning the Work. The Contract super sedes prior negotiations, representations, or agree ments, whether written or oral. 12. Contract Documents-- Those items so designated in the Agree ment. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Approved Shop Drawings, other Contractor’s submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 13. Contract Price--The moneys payable by Owner to Contractor for completion of the Work in accordance with the Contract Docu ments as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 14. Contract Times--The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any, (ii) achieve Substan tial Completion; and (iii) com plete the Work so that it is ready for final payment as evidenced by Engineer’s written recommendation of final pay ment. 15. Contractor--The individual or entity with whom Owner has entered into the Agree ment. 16. Cost of the Work--See Paragraph 11.01.A for definition. 17. Drawings--That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and charac ter of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined. 18. Effective Date of the Agreement--The date indicat ed in the Agreement on which it becomes effec tive, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 19. Engineer--The individual or entity named as such in the Agreement. 20. Field Order--A written order issued by Engineer which requires minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times. 21. General Requirements--Sections of Division 1 of the Specifications. The General Requirements pertain to all sections of the Specifica tions. 22. Hazardous Environmental Condition--The presence at the Site of Asbestos, PCBs, Petro leum, Hazardous Waste, or Radioactive Material in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work. 23. Hazardous Waste--The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 24. Laws and Regulations; Laws or Regula t ions--Any and all applicable laws, rules, regulations, ordinanc es, codes, and orders of any and all govern men tal bodies, agencies, authorities, and courts having jurisdiction. 25. Liens--Charges, security interests, or encumbrances upon Project funds, real property, or personal proper ty. 26. Milestone--A principal event specified in the Contract Documents relating to an intermediate com ple tion date or time prior to Substantial Comple tion of all the Work. 27. Notice of Award--The written notice by Owner to the Successful contractor stating that upon timely compliance by the Successful contractor with the conditions precedent listed therein, Owner will sign and deliver the Agreement. 28. Notice to Proceed--A written notice given by Owner to Contractor fixing the date on which the Con tract Times will commence to run and on which Contractor shall start to perform the Work under the Contract Documents. 29. Owner--The individual or entity with whom Contractor has entered into the Agreement and for whom the Work is to be performed. 30. PCBs--Polychlorinated biphenyls. 31. Petroleum--Petroleum, including crude oil or any fraction thereof which is liquid at stan dard condi tions of temperature and pressure (60 degrees Fahren heit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non Hazardous Waste and crude oils. 32. Progress Schedule--A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor’s plan to accomplish the Work within the Contract Times. 33. Project--The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 34. Project Manual--The bound documentary information prepared for soliciting and constructing the Work. A listing of the contents of the Project Manual, which may be bound in one or more volumes, is contained in the table(s) of contents. 35. Radioactive Material--Source, special nucle ar, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amend ed from time to time. 36. Related Entity -- An officer, director, partner, employee, agent, consultant, or subcontractor. 37. Resident Project Representative--The autho rized representative of Engineer who may be assigned to the Site or any part thereof. 38. Samples--Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 39. Schedule of Submittals--A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 40. Schedule of Values--A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor’s Applications for Payment. 41. Shop Drawings--All drawings, diagrams, illustra tions, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 42. Site--Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by Owner which are desig nated for the use of Contractor. 43. Specifications--That part of the Con tract Documents consisting of written requirements for materials, equipment, systems, stan dards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. 44. Subcontractor--An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 45. Substantial Completion--The time at which the Work (or a speci fied part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms “substantially complete” and “substantially com pleted” as applied to all or part of the Work refer to Substantial Completion thereof. 46. Successful Contractor--The respondent submitting a responsive submission to whom Owner makes an award. 47. Supplementary Conditions--That part of the Contract Documents which amends or supplements these General Conditions. 48. Supplier--A manufacturer, fabricator, suppli er, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcon trac tor to furnish materials or equipment to be incorporat ed in the Work by Contractor or any Subcontrac tor. 49. Underground Facilities--All underground pipelines, con duits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasemen ts containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communica tions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 50. Unit Price Work--Work to be paid for on the basis of unit prices. 51. Work--The entire construction or the various separately identifiable parts thereof re quired to be provided under the Contract Docu ments. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construc tion, and furnishing, installing, and incorporating all materials and equip ment into such construction, all as required by the Contract Docu ments. 52. Work Change Directive--A written statement to Contractor issued on or after the Effective Date of the Agreement and signed by Owner and recom mended by Engineer ordering an addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergen cies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change ordered or documented by a Work Change Directive will be incorporated in a subse quently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 1.02 Terminology A. The following words or terms are not defined but, when used in the Solicitation Requirements or Contract Documents, have the following meaning. B. Intent of Certain Terms or Adjectives 1. The Contract Documents include the terms “as allowed,” “as approved,” “as ordered”, “as directed” or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action or determination will be solely to evaluate, in general, the Work for compliance with the require ments of and information in the Contract Documents and confor mance with the design concept of the com pleted Project as a function ing whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of Paragraph 9.09 or any other provision of the Contract Documents. C. Day 1. The word “day” means a calendar day of 24 hours measured from midnight to the next midnight. D. Defective 1. The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it: a. does not conform to the Contract Documents, or b. does not meet the require ments of any applicable inspection, reference standard, test, or approval referred to in the Contract Docu ments, or c. has been damaged prior to Engineer’s recommendation of final payment (unless responsi bility for the protection thereof has been assumed by Owner at Substantial Completion in accor dance with Paragraph 14.04 or 14.05). E. Furnish, Install, Perform, Provide 1. The word “furnish,” when used in connec tion with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The word “install,” when used in connec tion with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The words “perform” or “provide,” when used in connec tion with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use. 4. When “furnish,” “install,” “perform,” or “pro vide” is not used in connection with services, materials, or equipment in a context clearly requiring an obligation of Contractor, “provide” is implied. F. Unless stated otherwise in the Contract Docu ments, words or phrases which have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 - PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. When Contractor delivers the execut ed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner such bonds as Contractor may be required to furnish. B. Evidence of Insurance: Before any Work at the Site is started, Contractor and Owner shall each deliver to the other, with copies to each additional insured identified in the Supplementary Conditions, certificates of insur ance (and other evidence of insur ance which either of them or any additional insured may reason ably request) which Contractor and Owner respectively are required to purchase and maintain in accordance with Article 5. 2.02 Copies of Documents A. Owner shall furnish to Contractor up to ten printed or hard copies of the Drawings and Project Manual. Additional copies will be furnished upon request at the cost of reproduction. 2.03 Commencement of Contract Times; Notice to Proceed A. Unless otherwise provided,, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. - B. The date of commencement of the Work is the date established in the notice to proceed from the Owner. The date of commencement shall not be postponed by the failure of the Contractor, or of persons or entities for whom the Contractor is responsible to act promptly to commence the Work. If the Owner unreasonably delays the issuance of the notice to proceed through no fault of the Contractor, the Contractor shall be intitled to an equitable extension of the Contract Time; the Contract Sum shall remain unchanged. C. The date of Substantial Completion is the date certified by the Architect/Engineer. D. The term “day” as used in the Contract Documents shall mean a calendar day, beginning and ending at 12:00 midnight, unless otherwise specifically defined by special provision. 2.04 Starting the Work A. Contractor shall start to perform the Work on the date when the Contract Times com mence to run. No Work shall be done at the Site prior to the date on which the Contract Times com mence to run. B. Liquidated Damages. The Contractor shall proceed expeditiously with adequate forces, materials, and equipment, and shall achieve Substantial Completion within the Contract Time. If the Contractor fails or refuses to complete the Work within the Contract Time as specified in the Proposal form, the Building Construction Services Agreement, or in any proper extension of the Contract Time granted by the Owner, then the Contractor agrees, as a part of the consideration for the awarding of the Contract, to pay to the Owner the amount of liquidated damages (hereinafter called the “Stipulated Amount”) as stipulated in the Solicitation Proposal form and the Building Construction Services Agreement for each calendar day that the Contractor has not Substantially Completed the Work after the expiration of the Contract Time provided. The Stipulated Amount is not to be considered as a penalty, but shall be deemed, taken, or treated as reasonable liquidated damages, fixed and agreed upon by and between the Contractor and the Owner because of the impracticality and extreme difficulty of fixing and ascertaining the actual damages the Owner would sustain in the event of the Contractor’s late completion of the Project, and the stipulated amount is agreed to be the daily amount of damages that the Owner would sustain. The Stipulated Amount, as it accrues, will be retained from any portion of the Contract Sum due or that may become due to the Contractor. In the event the portion of the Contract Sum retained by the Owner is insufficient to recover the Stipulated Amount, then the Contractor or the Contractor’s Surety shall pay to the Owner any additional liquidated damages due that are in excess of the funds remaining unpaid in the Contract Sum. The Owner shall be the sole judge as to whether or not the Work has been Substantially Completed within the calendar days allotted, which shall include the original Contract Time and any proper extension of the Contract Time granted in writing by the Owner. Should the Contractor dispute the Owner's determination of liquidated damages due, however, or should the Contractor, or the Contractor’s agents or assigns, institute any legal action against the Owner to enforce rights under the Contract Documents, then this Subparagraph 8.2(c) shall not be construed to prevent the Owner from seeking full recovery for any and all actual damages suffered by the Owner and attributable to the Contractor, as an alternative to all liquidated damages due. 2.05 Before Starting Construction A. Preliminary Schedules: Within 10 days after the Effective Date of the Agreement (unless otherwise speci fied in the General Requirements), Contractor shall submit to Engineer for timely review: 1. a preliminary Progress Schedule; indicat ing the times (numbers of days or dates) for start ing and completing the various stages of the Work, including any Milestones specified in the Contract Documents; 2. a preliminary Schedule of Submittals; and 3. a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and subdi vides the Work into compo nent parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work. 2.06 Preconstruction Conference A. Before any Work at the Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in Paragraph 2.05.A, proce dures for handling Shop Drawings and other submittals, processing Applica tions for Payment, and maintaining required records. 2.07 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 appropri ate will be held to review for acceptability to Engineer as provid ed below the schedules submit ted in accordance with Paragraph 2.05.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the sched ules. No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer. 1. The Progress Schedule will be accept able to Engineer if it provides an orderly progression of the Work to comple tion within the Contract Times. Such accep tance will not impose on Engineer responsibil ity for the Progress Schedule, for sequenc ing, schedul ing, or progress of the Work nor interfere with or relieve Contractor from Contractor’s full respon si bility 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 accept able to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to component parts of the Work. ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent A. The Contract Documents are comple mentary; what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete Project (or part there of) to be constructed in accordance with the Contract Docu ments. Any labor, documentation, services, materials, or equip ment that may reasonably be inferred from the Contract Docu ments or from prevailing custom or trade usage as being required to produce the intended result will be provided whether or not specifically called for at no additional cost to Owner. C. Clarifications and interpretations of the Contract Documents shall be issued by Engineer as provided in Article 9. 3.02 Reference Standards A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifica tions, manuals, or codes of any technical society, organiza tion, or association, or to Laws or Regulations, whether such refer ence be specific or by implica tion, shall mean the stan dard, specification, manual, code, or Laws or Regula tions in effect at the time of opening of submittals (or on the Effective Date of the Agreement if there were no responses), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual 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, consul tants, agents, or employ ees from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to Owner, or Engineer, or any of, their Related Entities, any duty or author ity to supervise or direct the perfor mance of the Work or any duty or authority to undertake respon sibility inconsistent with the provi sions of the Con tract Documents. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies 1. Contractor’s Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify perti nent figures therein and all applicable field measure ments. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any Work affected thereby. 2. Contractor’s Review of Contract Documents During Performance of Work: If, during the performance of the Work, Contractor discovers any conflict, error, ambi gu ity, or discrepancy within the Con tract Documents or between the Contract Docu ments and any provi sion of any Law or Regulation applicable to the perfor mance of the Work or of any standard, specifica tion, manual or code, or of any instruction of any Supplier, Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.16.A) until an amendment or supple ment to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. 3. Contractor shall not be liable to Owner or Engineer for failure to report any conflict, error, ambigu ity, or dis crepancy in the Contract Documents unless Contractor knew or reason ably should have known thereof. B. Resolving Discrepancies 1. Except as may be otherwise specifically stated in the Con tract Documents, the provi sions of the Contract Documents shall take precedence in resolving any conflict, error, ambigu ity, or discrepan cy between the provisions of the Con tract Docu ments and: a. the provisions of any stan dard, specification, manual, code, or instruc tion (whether or not specifi cally incorporated by reference in the Contract Documents); or b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provi sions of the Contract Documents would result in viola tion of such Law or Regulation). 3.04 Amending and Supplementing Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by either a Change Order or a Work Change Directive. B. The requirements of the Con tract Documents may be supplemented and minor variations and deviations in the Work may be autho rized, by one or more of the following ways: 1. A Field Order; 2. Engineer’s approval of a Shop Drawing or Sample; (Subject to the provisions of Paragraph 6.17.D.3); or 3. Engineer’s written interpretation or clarification. 3.05 Reuse of Documents A. Contractor and any Subcontractor or Supplier or other individual or entity performing or furnishing all of the Work under a direct or indirect contract with Contractor, shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or Engineer’s consultants, including electronic media editions; or 2. Reuse any of such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaption by Engineer. B. The prohibition of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06 Electronic Data A. Copies of data furnished by Owner or Engineer to Contractor or Contractor to Owner or Engineer that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data’s creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the transferring party.. C. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data’s creator. ARTICLE 4 - AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDI TIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 Availability of Lands A. Owner shall furnish the Site. Owner shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. Owner will obtain in a timely manner and pay for easements for permanent structures or perma nent changes in existing facilities. If Contractor and Owner are unable to agree on entitle ment to or on the amount or extent, if any, of any adjust ment in the Contract Price or Contract Times, or both, as a result of any delay in Owner’s furnishing the Site or a part thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. B. Upon reason able written request, Owner shall furnish Contractor with a current statement of record legal title and legal descrip tion of the lands upon which the Work is to be per formed 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 Regula tions. C. Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equip ment. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: 1. Those reports of explorations and tests of subsurface conditions at or contiguous to the Site that Engineer has used in preparing the Contract Docu ments; and 2. Those draw ings of physical conditions in or relat ing to existing surface or subsurface struc tures at or contiguous to the Site (except Underground Facilities) that Engineer has used in preparing the Contract Documents. B. Limited Reliance by Contractor on Technical Data Autho rized: Contractor may rely upon the general accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not Contract Docu ments. Such “techni cal data” is identi fied in the Supplementa ry Conditions. Except for such reli ance on such “technical data,” Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor’s purposes, includ ing, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precau tions and programs incident thereto; or 2. Other data, interpretations, opin ions, and information contained in such reports or shown or indicated in such draw ings; or 3. Any Contractor inter preta tion of or conclusion drawn from any "technical data" or any such other data, interpre tations, opinions, or infor mation. 4.03 Differing Subsurface or Physical Conditions A. Notice: If Contractor believes that any subsur face or physical condition at or contiguous to the Site that is uncovered or re vealed either: 1. is of such a nature as to establish that any “technical data” on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of such a nature as to require a change in the Contract Docu ments; or 3. differs materially from that shown or indicated in the Contract Docu ments; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inher ent in work of the character provid ed for in the Contract Docu ments; then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connec tion therewith (except in an emergency as required by Paragraph 6.16.A), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connec tion therewith (except as afore said) until receipt of written order to do so. B. Engineer’s Review: After receipt of written notice as required by Paragraph 4.03.A, Engineer will promptly review the pertinent condi tion, deter mine the necessity of Owner's obtaining additional exploration or tests with respect thereto, and advise Owner in writing (with a copy to Contractor) of Engineer’s findings and conclusions. C. Possible Price and Times Adjust ments 1. The Contract Price or the Contract Times, or both, will be equitably adjusted to the extent that the existence of such differing subsurface or physical condition causes an in crease or decrease in Contractor’s cost of, or time required for, perfor mance of the Work; subject, however, to the follow ing: a. such condition must meet any one or more of the categories de scribed in Paragraph 4.03.A; and b. with respect to Work that is paid for on a Unit Price Basis, any adjust ment in Contract Price will be subject to the provisions of Paragraphs 9.07 and 11.03. 2. Contractor shall not be enti tled to any adjustment in the Con tract Price or Contract Times if: a. Contractor knew of the existence of such conditions at the time Contractor made a final commit ment to Owner with respect to Contract Price and Con tract Times by the submis sion of a proposal or becoming bound under a negotiat ed contract; or b. the existence of such condi tion could reasonably have been discovered or revealed as a result of any examination, inves tigation, explo ration, test, or study of the Site and contiguous areas required by the Solicitation Requirements or Contract Docu ments to be conducted by or for Contractor prior to Contractor's making such final com mitment; or c. Contractor failed to give the written notice as re quired by Paragraph 4.03.A. 3. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, a Claim may be made therefore as provided in Paragraph 10.05. However, Owner and Engineer, and any of their Related Entities shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. 4.04 Underground Facilities A. Shown or Indicated: The informa tion and data shown or indicated in the Contract Docu ments with respect to existing Underground Facili ties at or contiguous to the Site is based on infor mation and data furnished to Owner or Engineer by the owners of such Under ground Facili ties, including Owner, or by others. Unless it is otherwise expressly provided in the Sup plementary Condi tions: 1. Owner and Engineer shall not be responsible for the accuracy or com pleteness of any such information or data; and 2. the cost of all of the fol lowing will be included in the Contract Price, and Contractor shall have full responsibility for: a. review ing and check ing all such informa tion and data, b. locating all Underground Facilities shown or indicated in the Contract Documents, c. coordi nation of the Work with the owners of such Un derground Facili ties, including Owner, during construc tion, and d. the safety and protection of all such Under ground Facili ties and repair ing any damage thereto result ing from the Work. B. Not Shown or Indicated 1. If an Under ground Facility is uncovered or revealed at or contig uous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, prompt ly after becom ing aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), identify the owner of such Under ground Facility and give written notice to that owner and to Owner and Engineer. Engineer will promptly review the Under ground Facility and determine the extent, if any, to which a change is required in the Contract Documents to reflect and document the consequences of the existence or location of the Under ground Facility. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. 2. If Engineer concludes that a change in the Contract Documents is required, a Work Change Directive or a Change Order will be issued to reflect and docu ment such conse quences. An equitable adjustment shall be made in the Contract Price or Contract Times, or both, to the extent that they are attributable to the existence or location of any Underground Facility that was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract Documents and that Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment in Contract Price or Contract Times, Owner or Contractor may make a Claim therefor as provided in Paragraph 10.05. 4.05 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer’s judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or reloca tions without the prior written approval of Owner. Contractor shall report to Engineer whenev er any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel. 4.06 Hazardous Environmental Condition at Site The Contractor and its Subcontractors are deemed to have made themselves familiar with and at all times shall comply with all applicable federal, state or local laws, rules, regulations, ordinances, and rules of common law now in effect (including any amendments now in effect), relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§ 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A. §§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §§ 3808, et seq., and any current judicial or administrative interpretation of these laws, rules, regulations, ordinances, or rules of common law, including but not limited to any judicial or administrative order, consent decree, or judgment affecting the Project. A. Reports and Drawings: Reference is made to the Supplementary Conditions for the identification of those reports and drawings relating to a Hazardous Environmental Condition identified at the Site, if any, that have been utilized by the Engineer in the preparation of the Contract Documents. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the general accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such “technical data” is identified in the Supplementary Conditions. Except for such reliance on such “technical data,” Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or re vealed at the Site which was not shown or indicated in Drawings or Specifi cations or identi fied in the Contract Docu ments to be within the scope of the Work. If the Owner determines that the Hazardous Substance exists in the affected area due to the fault of negligence of the Contractor or any of its Subcontractors, the Contractor shall be responsible remediating the Hazardous Environmental Condition created with any materi als brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible, at the sole expense of the Contractor in accordance with the Contractor’s APPROVED Remediation Plan. (APPROVED represents “approved by OWNER) D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immedi ately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emer gency as required by Paragraph 6.16.A); and (iii) notify Owner and Engineer (and promptly thereafter confirm such notice in writing). Owner shall prompt ly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condi tion or take corrective action, if any. The Contractor shall be responsible for identification, abatement, cleanup, control, removal, remediation, and disposal of any Hazardous Substance brought into or upon the site by the Contractor or any Subcontractor or Supplier. The Contractor shall obtain any and all permits necessary for the legal and proper handling, transportation, and disposal of the Hazardous Substance and shall, prior to undertaking any abatement, cleanup, control, removal, remediation, and disposal, notify the Owner and the Architect/Engineer so that they may observe the activities; provided, however, that it shall be the Contractor’s sole responsibility to comply with all applicable laws, rules, regulations, or ordinances governing the activities. Spill Prevention Plan. At least seventy-two (72) hours prior to commencing performance of any of the Work at the Project site, the Contractor shall submit to the Owner for review and approval a Spill Prevention and Response Plan (SPRP) meeting the requirements of federal and state law, rules, and regulations. The SPRP shall be specially designed for the Contractor's planned work methods and procedures. The SPRP shall be designed to complement all applicable safety standards, fire prevention regulations, and pollution prevention policies and procedures. The SPRP shall include estimates of the quantity and rate of flow should equipment fail, and detail containment or diversionary structures to prevent spills from leaving the site or migrating into adjacent properties or navigable waters. The SPRP shall include methods of recovery of spilled materials and all applicable twenty-four (24) hour emergency phone numbers, including without limitation that of the Owner’s Project Manager or other designated representative. The Contractor shall not commence any field work prior to approval of such plan by the Owner. The following additional rules shall apply with respect to spills or releases caused by the Contractor or a Subcontractor: The Contractor shall immediately report any spill or release at the Project site, whether or not it is associated with this Contract, to the Owner’s Project Manager or other designated representative. Thereafter, within two (2) working days after the occurrence of such event, the Contractor shall submit a written report describing such event in a degree of detail reasonably acceptable to the Owner. The Contractor shall immediately respond in accordance with the SPRP in the event of a spill or release. The Contractor shall dispose of cleanup, abatement, and remediation materials in accordance with EPA and Texas Commission on Environmental Quality (TCEQ) regulations and any other applicable federal, state, or local laws, rules, or regulations. In connection with such disposals, the Contractor shall use only those transporters and disposal facilities that are approved in advance in writing by the Owner. A copy of all transport manifests for the spilled materials shall be obtained and retained in the Contractor’s records for reference purposes, to be provided upon request of the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. ALL COSTS OF COLLECTION, CONTAINMENT, AND DISPOSAL OF CLEANUP, ABATEMENT, AND REMEDIATION MATERIALS SHALL BE THE SOLE RESPONSIBILITY OF THE CONTRACTOR. For purposes of this Subparagraph (d), the term “spill” includes any kind of environmental discharge or release. Clean Air Management Plan. The Contractor shall comply with the Clean Air Management Plan submitted to and approved by the Owner during the contractor selection process. The Owner reserves the right, at the Contractor’s sole expense, to require the removal or retrofitting of any equipment used in the course of construction that does not comply with the Plan submitted to and approved by the Owner. The Contractor shall deposit surplus or waste excavation or other materials removed as part of the Work at a legal disposal site in accordance with all applicable state, federal, and local laws, rules, regulations, and ordinances. The Contractor shall submit to the Owner for review and approval all planned disposal sites or proposed uses for the surplus or waste excavation or other materials prior to removal of any excavation or other material from the Project site. A copy of all transport manifests for surplus or waste excavation or other materials shall be obtained and retained in the Contractor’s records for reference purposes, to be provided upon request to the Architect/Engineer, the Owner, or any governmental regulatory agency with jurisdiction over the matter. The Contractor is responsible for obtaining all TPDES Storm Water Permits from TCEQ for construction of the Project under regulations contained in 40 CFR Part 122, as amended, pursuant to the Clean Water Act, 33 U.S.C.A. §§1251 et seq. These regulations require the filing of a notice of intent to obtain and abide by the general storm water permit for construction activities promulgated by EPA, including but not limited to clearing, grading, and excavation that disturb the applicable amount of total land area. In addition, the Contractor shall comply with all regulations of the Owner relating to storm water and storm water runoff management at the Project site pursuant to Subchapters 18 (Land Disturbing Activities) and Subchapter 19 (Drainage Standards) of the Denton Development Code, as amended. The Contractor shall not install any materials in the performance of the Work that contain asbestos or asbestos-related material such as hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or non-friable. The Owner reserves the right in its sole option to exercise the following remedies (without waiving the right to pursue the imposition of any civil or criminal fines or penalties that may be imposed under state, federal, or local laws or ordinances), at no additional cost to the Owner and without an extension of the Contract Time, in the event the Contractor fails or refuses after seven (7) days advance written notice from the Owner to comply with the provisions of this Article, the terms of the SPRP, the terms of the Clean Air Management Plan, any storm water permit or other environmental permit issued in connection with the Work, or any applicable environmental law, rule, regulation, or ordinance: suspend all or any portion of the Work until the noncompliance is corrected, or until a detailed plan to achieve compliance within a reasonably prompt period of time is prepared by the Contractor and approved by the Owner; if the Contractor fails to properly address the noncompliance within the time stipulated by the Owner, perform the necessary remediation or correction work and backcharge the Contractor for the cost of the remediation or correction; or terminate the Contract for cause as provided in the General Conditions. E. Contractor shall not be required to resume Work in connection with such condition or in any affected area until after Owner has ob tained any required permits related thereto and delivered to Contractor written notice: (i) specifying that such condition and any affected area is or has been rendered safe for the resump tion of Work; or (ii) specify ing any special condi tions under which such Work may be re sumed safely. If Owner and Contractor cannot agree as to entitle ment to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times, or both, as a result of such Work stop page or such special conditions under which Work is agreed to be resumed by Contractor, either party may make a Claim therefor as provid ed in Paragraph 10.05. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special condi tions, then Owner may order the portion of the Work that is in the area affected by such condi tion to be deleted from the Work. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of an adjustment in Contract Price or Contract Times as a result of deleting such portion of the Work, then either party may make a Claim therefore as provided in Paragraph 10.05. Owner may have such deleted portion of the Work performed by Owner’s own forces or others in accor dance with Article 7. G. Deleted by intention. H. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.H shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual’s or entity’s own negli gence. I. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 5 - BONDS AND INSURANCE 5.01 Performance, Payment, and Other Bonds A. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the Contract Price as security for the faithful perfor mance and payment of all of Contractor’s obligations under the Contract Documents. These bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified in Paragraph 13.07, whichever is later, except as provided otherwise by Laws or Regulations or by the Contract Documents. Contractor shall also furnish such other bonds as are required by the Contract Documents. B. All bonds shall be in the form prescribed by the Contract Documents except as provided other wise by Laws or Regulations, and shall be executed by such sureties as are named in the current list of “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Compa nies” as pub lished in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent must be accompanied by a certified copy of the agent’s authority to act. C. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of Paragraph 5.01.B, 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 requirements of Paragraphs 5.01.B and 5.02. 5.02 Licensed Sureties and Insurers A. All bonds and insurance required by the Contract Documents to be purchased and main tained by Owner or Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the State of Texas to issue bonds or insur ance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such addi tional requirements and qualifications as may be provided in the Supple mentary Conditions. 5.03 Certificates of Insurance A. Contractor shall deliver to Owner, with copies to each additional insured identi fied in the Supple mentary Conditions, certificates of insur ance (and other evidence of insurance request ed by Owner or any other additional insured) which Contractor is required to purchase and main tain. B. Owner shall deliver to Contractor, with copies to each additional insured identified in the Supple mentary Condi tions, certificates of insurance (and other evi dence of insur ance requested by Contractor or any other additional insured) which Owner is required to purchase and maintain. 5.04 Contractor’s Liability Insurance A. Contractor shall purchase and main tain such liability and other insurance as specified through “Insurance and Workers’ Compensation Requirements – Attachment A, and will provide protection from claims set forth below which may arise out of or result from Contractor’s performance of the Work and Contractor’s other obligations under the Contract Documents, whether it is to be per formed by Contractor, any Subcon tractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable: 1. claims under workers’ compensa tion, disability benefits, and other similar employ ee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor’s employees; 3. claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor’s employees; 4. claims for damages insured by reasonably available personal injury liability coverage which are sus tained: a. by any person as a result of an offense directly or indirectly related to the em ploy ment of such person by Contractor, or b. by any other person for any other reason; 5. claims for damages, other than to the Work itself, because of injury to or destruc tion of tangible property wherever located, including loss of use resulting therefrom; and 6. claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, mainte nance or use of any motor vehicle. B. The policies of insurance required by this Paragraph 5.04 shall: 1. with respect to insurance re quired by Paragraphs 5.04.A.3 through 5.04.A.6 inclu sive, include as additional insured (subject to any customary exclu sion regarding profession al liability) Owner and Engineer, and any other individuals or entities identified in the Supple men tary Condi tions, all of whom shall be listed as addi tional insureds, and include coverage for the respec tive officers, directors, partners, employ ees, agents, consultants and subcontractors of each and any of all such addi tional insureds, and the insurance afforded to these addi tional insureds shall provide primary coverage for all claims covered thereby; 2. include at least the specific coverages and be written for not less than the limits of liability provid ed in the “Insurance and Workers’ Compensation Requirements – Attachment A, or required by Laws or Regulations, whichever is greater; 3. include completed operations insurance; 4. include contractual liability insurance covering Contractor’s indemnity obligations under Paragraphs 6.11 and 6.20; 5. contain a provision or endorse ment that the coverage afforded will not be canceled, materi ally changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other addi tional insured identified in the Supplementary Conditions to whom a certifi cate of insurance has been issued (and the certificates of insurance furnished by the Contractor pursuant to Paragraph 5.03 will so provide); 6. remain in effect at least until final payment and at all times thereafter when Contractor may be correcting, removing, or replac ing defective Work in accordance with Paragraph 13.07; and 7. with respect to completed opera tions insur ance, and any insurance coverage written on a claims-made basis, remain in effect for at least two years after final payment. a. Contractor shall furnish Owner and each other additional insured identified in the Supple mentary Conditions, to whom a certificate of insurance has been issued, evidence satisfactory to Owner and any such additional insured of continua tion of such insurance at final payment and one year thereafter. 5.05 Owner’s Liability Insurance A. In addition to the insurance required to be provid ed by Contractor under Paragraph 5.04, Owner, at Owner’s option, may purchase and maintain at Owner’s expense Owner’s own liability insurance as will protect Owner against claims which may arise from operations under the Contract Docu ments. 5.06 Property Insurance A. Unless otherwise provided in the Supple menta ry Conditions, Owner shall purchase and maintain property insurance upon the Work at the Site in the amount of the full replacement cost thereof (subject to such deductible amounts as may be provid ed in the Supplementary Conditions or required by Laws and Regulations). This insurance shall: 1. include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identi fied in the Supplementary Condi tions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insur able interest and shall be listed as an insured or additional insured; 2. be written on a Builder’s Risk “all risk” or open peril or special causes of loss policy form that shall at least include insurance for physical loss or damage to the Work, tempo rary buildings, false work, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire, lightning, extended coverage, theft, vandal ism and malicious mischief, earthquake, collapse, debris remov al, demolition occasioned by en forcement of Laws and Regulations, water dam age, (other than caused by flood) and such other perils or causes of loss as may be specifi cal ly required by the Supplementa ry Conditions; 3. include expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and archi tects); 4. cover materials and equipment stored at the Site or at another location that was agreed to in writing by Owner prior to being incorporated in the Work, provided that such materials and equip ment have been included in an Application for Payment recommended by Engineer; 5. allow for partial utilization of the Work by Owner; 6. include testing and startup; and 7. be maintained in effect until final pay ment is made unless otherwise agreed to in writing by Owner, Contractor, and Engineer with 30 days written notice to each other addi tional insured to whom a certifi cate of insurance has been issued. B. Owner shall purchase and maintain such boiler and machinery insurance or additional property insur ance as may be required by the Supplementary Condi tions or Laws and Regulations which will include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insur able interest and shall be listed as an insured or addi tional insured. C. All the policies of insurance (and the certifi cates or other evidence thereof) required to be pur chased and maintained in accordance with Paragraph 5.06 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured to whom a certificate of insurance has been issued and will contain waiver provisions in accor dance with Paragraph 5.07. D. Owner shall not be responsible for purchas ing and maintaining any property insurance specified in this Paragraph 5.06 to protect the interests of Contractor, Subcontrac tors, or others in the Work to the extent of any deductible amounts that are identified in the Supple mentary Conditions. The risk of loss within such identified deductible amount will be borne by Contractor, Subcontractors, or others suffering any such loss, and if any of them wishes property insurance cover age within the limits of such amounts, each may purchase and maintain it at the purchaser’s own expense. E. If Contractor requests in writing that other special insurance be included in the property insurance policies provided under Paragraph 5.06, Owner shall, if possible, include such insurance, and the cost thereof will be charged to Contractor by appropri ate Change Order. Prior to com mencement of the Work at the Site, Owner shall in writing advise Contractor whether or not such other insurance has been procured by Owner. 5.07 Waiver of Rights A. Owner and Contractor intend that all policies purchased in accor dance with Paragraph 5.06 will protect Owner, Contractor, Subcontractors, and Engineer, and all other individuals or entities identi fied in the Supple mentary Condi tions to be listed as insureds or additional insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) in such policies and will provide primary cover age for all losses and damages caused by the perils or causes of loss covered thereby. All such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recov ery against any of the insureds or additional insureds thereunder. Owner and Contractor waive all rights against each other and their respective officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them for all losses and damages caused by, arising out of or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applica ble to the Work; and, in addi tion, waive all such rights against Subcontrac tors, and Engineer, and all other individuals or entities identified in the Supple men tary Condi tions to be listed as insured or additional insured (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the pro ceeds of insurance held by Owner as trustee or other wise payable under any policy so issued. B. Deleted by intention. C. Deleted by intention. See Supplemental Conditions. 5.08 Receipt and Application of Insurance Proceeds A. Any insured loss under the policies of insurance required by Paragraph 5.06 will be adjusted with Owner and made payable to Owner as fiduciary for the insureds, as their interests may appear, subject to the requirements of any applicable mortgage clause and of Paragraph 5.08.B. Owner shall deposit in a separate account any money so received and shall distribute it in accordance with such agree ment as the parties in interest may reach. If no other special agreement is reached, the damaged Work shall be repaired or re placed, the moneys so received applied on account thereof, and the Work and the cost thereof covered by an appropriate Change Order . B. Owner as fiduciary shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within 15 days after the occurrence of loss to Owner’s exercise of this power. If such objection be made, Owner as fiduciary shall make settlement with the insurers in accordance with such agreement as the parties in interest may reach. If no such agreement among the parties in interest is reached, Owner as fiduciary shall adjust and settle the loss with the insurers and, if required in writing by any party in interest, Owner as fiduciary shall give bond for the proper performance of such duties. 5.09 Acceptance of Bonds and Insurance; Option to Replace A. If the Owner has any objection to the coverage afforded by or other provi sions of the bonds or insurance required to be purchased and maintained by the Contractor in accor dance with Article 5 on the basis of non conformance with the Contract Documents, the Owner shall so notify the Contractor in writing within 10 days after receipt of the certificates (or other evidence requested) required by Paragraph 2.01.B. Contractor shall each provide to the Owner such additional information in respect of insurance provided as the Owner may reasonably request. If the Contractor does not purchase or maintain all of the bonds and insurance required y by the Con tract Documents, the Owner shall notify the Contractor in writing of such failure to purchase prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. Without prejudice to any other right or remedy, the Owner may elect to obtain equiva lent bonds or insurance to protect the Owner’s interests at the expense of the Contractor, and a Change Order shall be issued to adjust the Contract Price accordingly. 5.10 Partial Utilization, Acknowledgment of Property Insurer A. If Owner finds it necessary to occupy or use a portion or portions of the Work prior to Sub stan tial Completion of all the Work as provided in Paragraph 14.05, no such use or occu pancy shall commence before the insurers providing the property insurance pursuant to Paragraph 5.06 have acknowledged notice thereof and in writing effected any changes in cover age necessitated thereby. The insurers providing the proper ty insurance shall consent by endorse ment on the policy or policies, but the property insurance shall not be canceled or permitted to lapse on account of any such partial use or occupan cy. ARTICLE 6 - CONTRACTOR’S RE SPONSIBILITIES 6.01 Supervision and Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devot ing such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and proce dures of construction. Contractor shall not be responsible for the negligence of Owner or Engineer in the design or specification of a specific means, method, tech nique, sequence, or proce dure of construction which is shown or indicated in and expressly required by the Contract Documents. B. At all times during the progress of the Work, Contractor shall assign a competent resident superin tendent who shall not be replaced without written notice to Owner and Engineer.. The superinten dent will be Contractor’s representative at the Site and shall have authority to act on behalf of Contractor. All communications given to or received from the superin tendent shall be binding on Contractor. 6.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Docu ments. Contractor shall at all times maintain good disci pline and order at the Site. B. Except as other wise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as other wise stated in the Contract Docu ments, all Work at the Site shall be performed during regular working hours. Contractor will not permit the performance of Work on a Saturday, Sunday, or any legal holiday without Owner’s written consent (which will not be unreasonably withheld) given after prior written notice to Engineer. 6.03 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machin ery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start up, and completion of the Work. B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of good quality and new, except as otherwise provided in the Contract Docu ments. All special warranties and guaran tees required by the Specifica tions 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 equip ment. C. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Docu ments. 6.04 Progress Schedule A. Contractor shall adhere to the Prog ress Schedule established in accordance with Paragraph 2.07 as it may be adjusted from time to time as provided below. 1. Contractor shall submit to Engineer and Owner for acceptance (to the extent indi cated in Paragraph 2.07) proposed adjustments in the Prog ress Schedule that will not result in changing the Contract Times. Such adjust ments will comply with any provi sions of the General Re quirements applicable there to. 2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Times may only be made by a Change Order. 6.05 Substitutes and “Or Equals” A. Whenever an item of material or equip ment is specified or described in the Con tract Docu ments by using the name of a propri etary item or the name of a particular Supplier, the specifica tion or description is intended to establish the type, func tion, appearance, and quality required. Unless the specifica tion or description con tains or is followed by words reading that no like, equivalent, or “or equal” item or no substitution is permitted, other items of material or equipment or material or equipment of other Suppli ers may be submitted to Engineer for review under the circum stances described below. 1. “Or Equal” Items: If in Engineer’s discre tion, and approved by the Owner, an item of material or equip ment pro posed by Contractor is function ally equal to that named and sufficiently similar so that no change in related Work will be required, it may be con sidered by Engineer as an “or equal” item, in which case review and approval of the proposed item may, in Engineer’s sole discre tion, be accom plished without compliance with some or all of the require ments for approval of proposed substi tute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment Engineer determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole, 3) it has a proven record of performance and availability of responsive service; and b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the Owner or increase in Contract Times, and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Substitute Items a. If in Engineer’s discretion, and approved by the Owner, an item of materi al or equipment pro posed by Contractor does not qualify as an “or equal” item under Paragraph 6.05.A.1, it will be considered a proposed substitute item. b. Contractor shall submit suffi cient infor ma tion as provided below to allow Engineer to determine that the item of material or equipment proposed is essentially equiva lent to that named and an accept able substitute therefor. Re quests for review of proposed substitute items of materi al or equipment will not be accepted by Engineer from anyone other than Contractor. c. The requirements for review by Engineer will be as set forth in Paragraph 6.05.A.2.d, as supplemented in the General Requirements and as Engineer may decide is appropriate under the circumstances, with approval from the Owner d. Contractor shall make written applica tion to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application: 1) shall certify that the proposed substi tute item will: a) perform ade quately the functions and achieve the results called for by the general design, b) be similar in substance to that specified, and c) be suited to the same use as that specified; 2) will state: a) the extent, if any, to which the use of the pro posed substitute item will preju dice Contractor’s achievement of Substan tial Comple tion on time; b) whether or not use of the proposed substitute item in the Work will re quire a change in any of the Contract Docu ments (or in the provisions of any other direct contract with Owner for other work on the Project) to adapt the de sign to the proposed substi tute item; and c) whether or not incorporation or use of the proposed substi tute item in con nection with the Work is sub ject to payment of any license fee or royalty; 3) will identify: a) all variations of the pro posed substitute item from that specified , and b) available engineering, sales, maintenance, repair, and replacement services; 4) and shall contain an itemized esti mate of all costs or credits that will result directly or indi rectly from use of such substitute item, including costs of rede sign and claims of other con tractors affected by any resulting change, B. Substitute Construction Methods or Proce dures: If a specific means, method, technique, se quence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, meth od, technique, sequence, or procedure of con struction approved by Engineer and Owner. Contractor shall submit sufficient information to allow Engineer, in Engineer’s discre tion, and Owner approval to determine that the substitute proposed is equivalent to that expressly called for by the Contract Docu ments. The requirements for review by Engineer will be similar to those provided in Paragraph 6.05.A.2. C. Engineer’s Evaluation: Engineer will be allowed a reasonable time within which to evaluate each propos al or submittal made pursuant to Paragraphs 6.05.A and 6.05.B. Engineer may require Contractor to furnish additional data about the pro posed substitute item. Engineer will be the sole judge of accept abili ty, and seek approval from Owner. No “or equal” or substitute will be or dered, installed or utilized until Engineer’s review is complete, which will be evidenced by either a Change Order, issued by the Owner, for a substitute or an approved Shop Drawing for an “or equal.” Engineer will advise Contractor in writing of any negative determination. D. Special Guarantee: Owner may require Contractor to furnish at Contractor’s ex pense a special performance guarantee or other surety with respect to any substitute. E. Engineer’s Cost Reimbursement: Engineer will record Engineer’s costs in evalu ating a substitute proposed or submitted by Contractor pursuant to Paragraphs 6.05.A.2 and 6.05.B Whether or not Engineer approves a substitute item so pro posed or submitted by Contractor, Contractor shall reimburse Owner for the charges of Engineer for evaluat ing each such proposed substi tute. Contractor shall also reimburse Owner for the charges of Engineer for making changes in the Contract Documents (or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed substitute. F. Contractor’s Expense: Contractor shall provide all data in support of any pro posed substitute or “or equal” at Contractor’s expense. 6.06 Concerning Subcontractors, Suppliers, and Others A. Contractor shall not em ploy any Subcon tractor, Supplier, or other individual or entity (includ ing those acceptable to Owner as indicated in Paragraph 6.06.B), wheth er initially or as a replacement, against whom Owner may have reason able objection. Contractor shall not be required to employ any Sub contractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reason able objection. B. If the Supplementary Conditions require the identity of certain Subcontractors, Suppliers, or other individuals or entities to be submit ted to Owner in advance for acceptance by Owner by a speci fied date prior to the Effec tive Date of the Agree ment, and if Contractor has submit ted a list thereof in accor dance with the Supple mentary Conditions, Owner’s acceptance (either in writing or by failing to make written objec tion thereto by the date indicated for acceptance or objection in the Solicitation Documents or the Con tract Documents) of any such Subcon tractor, Supplier, or other individual or entity so identified may be revoked on the basis of reason able objection after due investigation. Contractor shall submit an accept able replacement for the rejected Subcontractor, Supplier, or other individual or entity, and the Contract Price will be adjusted by the differ ence in the cost occasioned by such replacement, and an appropriate Change Order will be issued . No accep tance by Owner of any such Subcon tractor, Supplier, or other individual or entity, whether initial ly or as a replacement, shall consti tute a waiver of any right of Owner or Engineer to reject defective Work. C. Contractor shall be fully respon si ble to Owner and Engineer for all acts and omis sions of the Subcontractors, Suppli ers, and other individuals or entities perform ing or furnishing any of the Work just as Contractor is responsible for Contractor’s own acts and omissions. Noth ing in the Contract Documents: 1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contrac tual relation ship be tween Owner or Engineer and any such Subcontractor, Supplier or other individual or entity, nor 2. shall anything in the Contract Documents create any obligation on the part of Owner or Engineer to pay or to see to the payment of any moneys due any such Subcon tractor, Supplier, or other individual or entity except as may otherwise be re quired by Laws and Regula tions. D. Contractor shall be solely respon sible for scheduling and coordinating the Work of Sub con tractors, Suppliers, and other individuals or entities perform ing or furnish ing any of the Work under a direct or indirect contract with Contractor. E. Contractor shall require all Subcon trac tors, Suppliers, and such other individuals or entities per forming or furnish ing any of the Work to com mu nicate with Engineer through Contractor. F. The divisions and sections of the Specifica tions and the identifications of any Drawings shall not control Contractor in dividing the Work among Subcon tractors or Suppliers or delineating the Work to be performed by any specific trade. G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appro priate agreement between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents (including but not limited to these General Conditions) for the benefit of Owner and Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and the Architect/Engineer under the Contract Documents (including but not limited to these General Conditions) with respect to the Work to be performed by the Subcontractor so that subcontracting will not prejudice the rights of the Owner and the Architect/Engineer. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The contractor shall make available to each proposed Subcontractor, prior to execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor is to be bound. Subcontractors shall similarly make copies of applicable portions of such Documents available to their respective proposed Sub-Subcontractors. Whenever any such agreement is with a Subcontractor or Supplier who is listed as an additional insured on the property insur ance provided in Paragraph 5.06, the agreement between the Contractor and the Subcontractor or Supplier will contain provisions whereby the Subcontrac tor or Supplier waives all rights against Owner, Contractor, and Engineer,, and all other individuals or entities identified in the Supplementary Conditions to be listed as insureds or additional insureds (and the officers, directors, 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 such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, Contractor will obtain the same. H. The Contractor is solely responsible for making payments properly to the Contractor’s Subcontractors on the Project. During performance of the Work, the Contractor shall comply with the following additional rules regarding Subcontractor payments: The Contractor shall submit, beginning with the Second Application and Certificate for Payment, a Subcontractor Payment Report (the "Report") with each Application and Certificate for Payment, along with partial waivers of liens for all Work included in the application for payment. The Report shall show all payments made to date by the Contractor (plus existing retainage) to each Subcontractor involved in the Project. The Report shall be made on a form approved and supplied by the Owner. Pay applications will not be reviewed or certified by the Architect to the Owner without accompanying partial lien waivers after the first Certificate for payment. With each Application for Payment, the Contractor shall certify that there are no mechanics’ or materialmen’s Liens outstanding at the date of the Application for Payment, and that all bills due with respect to the Work have been paid to date, and that there is no known basis for filing of any liens against the Surety or the Owner in connection with the Work. Upon completion by the Contractor of the construction of the project, but prior to final payment to the Contractor, the Contractor shall deliver to the Owner conditional releases of all liens, which shall identify the remaining sums to be paid pending receipt of final payment. The conditional releases of liens, upon final payment by the Owner, shall rlease the Owner of all liens, and of all rights to claim any lien, from all manufacturers, material-men, and subcontractors furnishing services or materials for the project, to the effect that all materials or services used on or for the project have been paid for and indicating that the Ower is released from all such claims. As an alternative to the Report, the Contractor may furnish Affidavits of Payment Received with the Application and Certificate for Payment, which affidavits shall be executed by each Subcontractor owed money and paid during the previous progress payment period for work or materials furnished on the Project. RECEIPT BY THE OWNER OF THE REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION. Provided that the Owner has been notified by written coorespondence (a lien notice) from any manufacturer, material-men, or subcontractor furnishing services or materials for the project that an outstanding debt is owed, the Owner shall ensure that the Contractor is notified of such notice within ten (10) days of receipt of such notice. The Contractor shall ensure that resolution has been achieved for each written notice filed with the Owner, and provide sufficient written documentation to the Owner that payment has been rendered, or a resolution has been achieved that is satisfactory to the Owner. If, for any reason, the Contractor is withholding payment to a Subcontractor due to a dispute or other problem with performance, the Contractor shall note the amount withheld and that payment is in dispute. The Owner may require the Contractor to document and verify the dispute or other problem in question. The Owner reserves the right in its sole discretion, to withhold payment to the Contractor pursuant to Paragraph 14.02(b) of the General Conditions, should it appear from the Report, statements of payment received or other information furnished to the Owner that: (i) the Report has not been properly completed; (ii) the Contractor has knowingly provided false information regarding payment of any Subcontractor; or (iii) the Contractor has otherwise failed to make payments properly to any Subcontractor. THE CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT OF THIS SUBPARAGRAPH 6.06(H). NO PROVISION OF THIS SUBPARAGRAPH OR ANY OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY SUBCONTRACTOR AND EITHER THE OWNER OR THE ARCHITECT/ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY A THIRD PARTY BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE CONTRACTOR. 6.07 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Docu ments for use in the performance of the Work and if to the actual knowledge of Owner or Engineer its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner in the Contract Documents. B. To the fullest extent permitted by Laws and Regula tions, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consul tants 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 infringe ment of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorpo ration in the Work of any invention, design, process, product, or device not specified in the Con tract Docu ments. 6.08 Permits A. The Architect/Engineer will apply and arrange for the issuance of the City of Denton Building Permit. Unless otherwise provided in the Supple mentary Conditions, Contractor shall apply for, obtain and pay for all construction permits and licenses. Owner shall assist Contractor, when necessary, in obtain ing such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time responses were due, or, if there are no responses, on the Effective Date of the Agreement. Owner shall pay all charges of utility owners for connections for providing permanent service to the Work. 6.09 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all Laws and Regula tions applica ble to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner nor Engineer shall be responsible for monitor ing Contractor’s compli ance with any Laws or Regulations. B. If Contractor per forms any Work know ing or having reason to know that it is contrary to Laws or Regulations, Contractor shall assume full responsibility, bear 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, attributable costs of the correction of the Work and any other Work in place that may be adversely affected by the corrective work. However, it shall not be Contractor’s primary responsibility to make certain that the Specifica tions and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor’s obligations under Paragraph 3.03. C. Changes in Laws or Regulations not known at the time responses were due (or, on the Effective Date of the Agreement if there were no responses) having an effect on the cost or time of performance of the Work shall be the subject of an adjustment in Contract Price or Contract Times. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 6.10 Taxes The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall not be liable for, or pay the Contractor's cost of, such sales and use taxes which would otherwise be payable in connection with the purchase of tangible personal property furnished and incorporated into the real property being improved under the Contract Documents or the purchase of materials, supplies and other tangible personal property, other than machinery or equipment and its accessories and repair and replacement parts, necessary and essential for performance of the Contract which is to be completely consumed at the job site. The Contractor shall issue an exemption certificate in lieu of the tax on such purchases. 6.11 Use of Site and Other Areas The Contractor shall provide the Owner and the Engineer access to the Work in the preparation and and progress wherever located during the course of construction. A. Limitation on Use of Site and Other Areas 1. Contractor shall confine construction equip ment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regu lations, and shall not unreasonably encumber the Site and other areas with construc tion equipment or other materi als or equipment. Contractor shall assume full responsibility for any damage to any such land or area, or to the owner or occupant thereof, or of any adjacent land or areas resulting from the performance of the Work. 2. Should any claim be made by any such owner or occupant because of the performance of the Work, Contractor shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law. 3. To the fullest extent permitted by Laws and Regula tions, Contractor shall indemnify and hold harmless Owner and Engineer, and the offi cers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any claim or action, legal or equita ble, brought by any such owner or occu pant against Owner, Engineer, or any other party indemni fied hereunder to the extent caused by or based upon Contractor's performance of the Work. B. Removal of Debris During Performance of the Work: During the progress of the Work Contractor shall keep the Site and other areas free from accu mula tions of waste materials, rubbish, and other debris. Removal and disposal of such waste materi als, rubbish, and other debris shall con form to applica ble Laws and Regulations. The Contractor shall be responsible for all spoil removals, and any excess soil that will require removal. The Contractor shall coordinate removal and disposal with the Owner. C. Cleaning: Prior to Substantial Completion of the Work Contractor shall clean the Site and the Work and make it ready for utilization by Owner. At the com pletion of the Work Contractor shall remove from the Site all tools, appliances, construc tion equipment and machinery, and surplus materi als and shall restore to original condition all property not designated for alteration by the Contract Documents. If the Contractor fails to clean up as provided in the Contract Documents, the Owner may clean up and the Owner’s cost of cleaning up shall be charged to the Contractor. D. Loading Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent proper ty to stresses or pressures that will endanger it. 6.12 Record Documents A. Contractor shall maintain in a safe place at the Site one record copy of all Drawings, Specifica tions, Addenda, Change Orders, Work Change Directives, Field Orders, and written interpreta tions and clarifications in good order and annotated to show changes made during construc tion. These record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be available to Engi neer for reference. Upon comple tion of the Work, these record documents, Samples, and Shop Drawings will be delivered to Engi neer for Owner. 6.13 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precau tions and programs in connection with the Work. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equip ment to be incorporated therein, whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pave ments, roadways, structures, utilities, and Under ground Facili ties not designated for removal, reloca tion, or replacement in the course of construc tion. B. Contractor shall comply with all applica ble 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 main tain all necessary safeguards for such safety and protec tion. Contractor shall notify owners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, remov al, relocation, and replacement of their property. C. All damage, injury, or loss to any proper ty referred to in Paragraph 6.13.A.2 or 6.13.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcon tractor, Supplier, or any other individual or entity directly or indirect ly em ployed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor (except damage or loss attributable to the fault of Draw ings or Specifications or to the acts or omissions of Owner or Engineer or , or anyone employed by any of them, or anyone for whose acts any of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor or any Subcontractor, Supplier, or other individual or entity directly or indirectly em ployed by any of them). D. Contractor’s duties and responsibil ities for safety and for protection of the Work shall continue until such time as all the Work is completed and Engineer has issued a notice to Owner and Contractor in accordance with Paragraph 14.07.B that the Work is accept able (except as otherwise ex pressly provided in connection with Substantial Comple tion). 6.14 Safety Representative A. Contractor shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs. 6.15 Hazard Communication Programs A. Contractor shall be responsible for coordi nating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged be tween or among employers at the Site in accordance with Laws or Regulations. 6.16 Emergencies A. In emergencies affecting the safety or protec tion of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened dam age, injury, or loss. Contractor shall give Engineer prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If Engineer and Owner determines that a change in the Contract Documents is required be cause of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. 6.17 Shop Drawings and Samples A. Contractor shall submit Shop Draw ings and Samples to Engineer for review and approval in accor dance with the acceptable Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as Engineer may require. 1. Shop Drawings a. Submit number of copies specified in the General Requirements. b. Data shown on the Shop Drawings will be complete with respect to quan tities, dimen sions, speci fied perfor mance 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 informa tion for the limited purposes required by Paragraph 6.17.D. 2. Samples: Contractor shall also submit Samples to Engineer for review and approval in accor dance with the acceptable sched ule of Shop Draw ings and Sample submittals. a. Submit number of Samples specified in the Specifications. b. Clearly identify each Sample as to material, Supplier, perti nent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Paragraph 6.17.D. B. Where a Shop Drawing or Sample is re quired by the Contract Documents or the Schedule of Submittals , any related Work performed prior to Engineer’s review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. Submittal Procedures 1. Before submitting each Shop Drawing or Sample, Contractor shall have determined and veri fied: a. all field measurements, quantities, dimen sions, specified perfor mance and design criteria, installation require ments, materials, catalog numbers, and similar information with respect thereto; b. the suitability of all materials with respect to intend ed use, fabrication, shipping, han dling, storage, assem bly, and installation pertaining to the perfor mance of the Work; c. all information relative to Contractor’s responsibilities for means, meth ods, tech niques, sequences, and proce dures of construc tion, and safety precau tions and programs inci dent thereto; and d. shall also have reviewed and coordi nat ed each Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Docu ments. 2. Each submittal shall bear a stamp or specif ic written certification that Contractor has satis fied Contractor’s obligations under the Contract Documents with respect to Contractor’s review and approv al of that submittal. 3. With each submittal, Contractor shall give Engineer specific written notice of any variations, that the Shop Draw ing or Sample may have from the require ments of the Contract Documents. This notice shall be both a written com munication separate from the Shop Drawing’s or Sample Submittal; and, in addition, by a specific notation made on each Shop Drawing or Sample sub mit ted to Engineer for review and approval of each such variation. D. Engineer’s Review 1. Engineer will provide timely review of Shop Draw ings and Samples in accordance with the Sched ule of Submittals acceptable to Engineer. Engineer’s review and approval will be only to deter mine if the items covered by the submittals will, after installation or incorporation in the Work, con form to the information given in the Contract Docu ments and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Docu ments. 2. Engineer’s review and approv al will not extend to means, meth ods, tech niques, sequences, or procedures of construc tion (except where a particu lar means, method, technique, sequence, or proce dure of con struction is specifically and ex pressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 3. Engineer’s review and approval shall not relieve Contractor from responsibility for any variation from the require ments of the Contract Documents unless Contractor has complied with the requirements of Paragraph 6.17.C.3 and Engineer has given written approval of each such varia tion by specific written notation thereof incorporated in or accompany ing the Shop Drawing or Sample. Engineer’s review and approval shall not relieve Contractor from responsibility for complying with the require ments of Paragraph 6.17.C.1. E. Resubmittal Procedures 1. Contractor shall make correc tions required by Engineer and shall return the required number of cor rected copies of Shop Drawings and sub mit, 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 previ ous submittals. 6.18 Continuing the Work A. Contractor shall carry on the Work and adhere to the Progress Schedule during all dis putes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted by Paragraph 15.04 or as Owner and Contractor may otherwise agree in writing. 6.19 Contractor’s General Warranty and Guar an tee A. Contractor warrants and guaran tees to Owner that all Work will be in accordance with the Contract Docu ments and will not be defective. Engineer and its Related Entities shall be entitled to rely on representation of Contractor’s warranty and guarantee. B. Contractor’s warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper main tenance or operation by persons other than Contractor, Sub contractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor’s obliga tion to per form and complete the Work in accordance with the Con tract Documents shall be absolute. None of the follow ing will consti tute an acceptance of Work that is not in accor dance with the Contract Documents or a release of Contractor’s obligation to perform the Work in accordance with the Contract Docu ments: 1. observations by Engineer; 2. recommendation by Engineer or pay ment by Owner of any progress or final payment; 3. the issuance of a certificate of Sub stantial Completion by Engineer or any payment related thereto by Owner; 4. use or occupancy of the Work or any part thereof by Owner; 5. any review and approval of a Shop Draw ing or Sample submittal or the issu ance of a notice of accept abil ity by Engineer; 6. any inspection, test, or ap proval by others; or 7. any correction of defective Work by Owner. 6.20 Indemnification A. To the fullest extent permitted by Laws and Regula tions, Contractor shall indemnify, defend, and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, lawsuits, judgments, fines, penalties, costs and expenses for personal injury (including death), losses, and damages, or other harm or violations for which recovery of damages, fines, or penalities is sought, suffered by any person or persons (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 perfor mance of the Work, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), includ ing the loss of use resulting therefrom - caused by any breach of any of the terms or provisions of this contract, violations of law, or by any negligent, grossly negligent, intentional, or strictly liable act or omission of the contractor, its officers, agents, employees, subcontractors, or sub-contractors and respective officers, agents, or representatives, or any other persons or entities for which the contractor is legally responsible in the performance of this contract, any -=; except that the indemnity provided for in this paragraph shall not apply to any liability resulting from the sole negligence or fault of the owner, its officers, agents, employees or separate contractors, or of the architect/engineer, and in the event of joint and concurrent negligence or fault of the contractor, the owner, and the architect/engineer, responsibility and indemnity, if any, shall be apportioned in accordance with the law of the State of Texas, without, however, waiving any governmental immunity available to the owner under Texas law and without waiving any defenses of the parties under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. B. In any and all claims against Owner or Engineer or any of their respective consultants, agents, officers, directors, partners, or employees by any employ ee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirect ly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 6.20.A shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any such Subcontractor, Suppli er, or other individual or entity under workers’ compen sation acts, disability benefit acts, or other employee benefit acts. C. Indemnification under Paragraph 6.20 shall include, but is not limited to, liability which could result to or be created for the Owner, its officers, agents, or employees, or the Architect/Engineer pursuant to State or Federal laws or regulations relating to the occupational safety and health of workers. The Contractor specifically agrees to comply with the above-mentioned laws and regulations in the performance of the Work by the Contractor and that the obligations of the Owner, its officers, agents, and employees, and the Architect/Engineer under the above mentioned laws and regulations are secondary to those of the Contractor. D. Deleted by Intention. 6.21 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor’s responsibilities for construction means, methods, techniques, sequences and procedures. Contractor shall not be required to provide professional services in violation of applicable law. B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, Owner and Engineer will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to Engineer. C. Owner and Engineer shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided Owner and Engineer have specified to Contractor all performance and design criteria that such services must satisfy. D. Pursuant to this Paragraph 6.21, Engineer’s review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. Engineer’s review and approval of Shop Drawings and other submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.17.D.1. E. Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. ARTICLE 7 - OTHER WORK AT THE SITE 7.01 Related Work at Site A. Owner may perform construction, or operations, or other work related to the Project at the Site with Owner’s employees, and to award separate contracts in connection with the other portions of the Project, or -other construction or operations on the Project site under Conditions of the Contract identical or substantially similar to these General Conditions, including those portions related to insurance and waiver of subrogation, or have other work performed by utility owners. If such other work is not noted in the Con tract Documents, then: 1. written notice thereof will be given to Contractor prior to starting any such other work; and 2. if Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times that should be allowed as a result of such other work, a Claim may be made there for as provided in Paragraph 10.05. B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner and Owner, if Owner is per forming other work with Owner’s employ ees, proper and safe access to the Site, a reason able opportunity for the introduction and storage of materials and equipment and the execution of such other work, and shall properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavat ing, or otherwise altering their work and will only cut or alter their work with the written consent of Engineer and the others whose work will be affect ed. The duties and responsibilities of Contractor under this Paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of Contractor in said direct contracts between Owner and such utility owners and other contractors. C. If the proper execution or results of any part of Contractor’s Work depends upon work per formed by others under this Article 7, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficien cies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor’s Work except for latent defects and deficiencies in such other work. 7.02 Coordination A. If Owner intends to contract with others for the performance of other work on the Project at the Site, the following will be set forth in Supplementary Condi tions: 1. the individual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the specific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsi bili ties will be provided. B. Unless otherwise provided in the Supplementary Condi tions, Owner shall have sole authority and respon sibil ity for such coordination. 7.03 Legal Relationships A. Paragraphs 7.01.A and 7.02 are not applicable for utilities not under the control of Owner. B. Each other direct contract of Owner under Paragraph 7.01.A shall provide that the other contractor is liable to Owner and Contractor for the reasonable direct delay and disruption costs incurred by Contractor as a result of the other contractor’s actions or inactions. C. Contractor shall be liable to Owner and any other contractor for the reasonable direct delay and disruption costs incurred by such other contractor as a result of Contractor’s action or inactions. ARTICLE 8 - OWNER’S RESPONSIBILITIES 8.01 Communications to Contractor A. Except as other wise provided in these General Condi tions, Owner shall issue all communi cations to Contractor through Engineer. 8.02 Replacement of Engineer A. In case of termina tion of the employment of Engineer, Owner shall appoint an engineer to whom Contractor makes no reasonable objection, whose status under the Contract Documents shall be that of the former Engineer. 8.03 Furnish Data A. Owner shall promptly furnish the data required of Owner under the Contract Documents. 8.04 Pay When Due A. Owner shall make payments to Contractor when they are due as provided in Paragraphs 14.02.C and 14.07.C. 8.05 Lands and Easements; Reports and Tests A. Owner’s duties in respect of providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to Owner’s identifying and making available to Contractor copies of reports of explora tions and tests of subsurface conditions and drawings of physical conditions in or relating to existing surface or subsurface structures at or contigu ous to the Site that have been utilized by Engineer in preparing the Contract Documents. 8.07 Change Orders A. Owner is obligated to execute Change Orders as indicated in Paragraph 10.03. 8.08 Inspections, Tests, and Approvals A. Owner’s responsibility in respect to certain inspec tions, tests, and approvals is set forth in Paragraph 13.03.B. 8.09 Limitations on Owner’s Responsibilities A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, se quences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applica ble to the perfor mance of the Work. Owner will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents. 8.10 Undisclosed Hazardous Environmental Condition A. Owner’s responsibility in respect to an undis closed Hazard ous Environmental Condition is set forth in Paragraph 4.06. 8.11 Evidence of Financial Arrangements A. If and to the extent Owner has agreed to furnish Contractor reasonable evi dence that financial arrangements have been made to satisfy Owner’s obligations under the Contract Documents, Owner’s responsibility in respect thereof will be as set forth in the Supplementary Conditions. ARTICLE 9 - ENGINEER’S STATUS DURING CONSTRUCTION 9.01 Owner’s Representative A. Engineer will be Owner’s representa tive during the construction period. The duties and responsi bilities and the limitations of authority of Engineer as Owner’s representative during construction are set forth in the Contract Documents and will not be changed without written consent of Owner and Engineer. 9.02 Visits to Site A. Engineer will make visits to the Site at inter vals appropriate to the various stages of construc tion as Engineer deems necessary in order to observe as an experienced and qualified design profes sional the progress that has been made and the quality of the various aspects of Contractor’s executed Work. Based on informa tion obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Con tract Documents. Engineer will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. Engineer’s efforts will be directed toward provid ing for Owner a greater degree of confidence that the completed Work will conform generally to the Con tract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of the Work and will endeav or to guard Owner against defective Work. B. Engineer’s visits and obser vations are subject to all the limitations on Engineer’s authori ty and responsibility set forth in Paragraph 9.09. Particu larly, 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, meth ods, techniques, sequences, or procedures of construc tion, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03 Project Representative A. If Owner and Engineer agree, Engineer will furnish a Resident Project Representative to assist Engineer in providing more extensive observation of the Work. The authority and responsibilities of any such Resident Project Representative and assistants will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in Paragraph 9.09. If Owner designates another represen tative or agent to represent Owner at the Site who is not Engineer’s consultant, agent or em ployee, the responsibilities and authority and limitations thereon of such other individual or entity will be as provid ed in the Supple men tary Conditions. 9.04 Authorized Variations in Work A. Engineer may authorize minor varia tions in the Work from the requirements of the Contract Documents which do not involve an adjust ment in the Contract Price or the Contract Times and are compat i ble with the design concept of the com pleted Project as a functioning whole as indicated by the Contract Docu ments. These may be accomplished by a Field Order and will be binding on Owner and also on Contractor, who shall perform the Work in volved promptly. If Owner or Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, or both, and the parties are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 9.05 Rejecting Defective Work A. Engineer will have authority to reject Work which Engineer believes to be defective, or that Engineer believes will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integri ty of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Engineer will also have authority to require special inspec tion or testing of the Work as provided in Paragraph 13.04, whether or not the Work is fabricated, installed, or completed. 9.06 Shop Drawings, Change Orders and Payments A. In connection with Engineer’s authority, and limitations thereof, as to Shop Drawings and Samples, see Paragraph 6.17. B. In connection with Engineer’s authority, and limitations thereof, as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, see Paragraph 6.21. C. In connection with Engineer’s authority as to Change Orders, see Articles 10, 11, and 12. D. In connection with Engineer’s authority as to Applications for Payment, see Article 14. 9.07 Determinations for Unit Price Work A. Engineer will determine the actual quanti ties and classifications of Unit Price Work per formed by Contractor. Engineer will review with Contractor the Engineer’s preliminary determina tions on such matters before rendering a written deci sion thereon (by recommendation of an Application for Pay ment or otherwise). Engineer’s written decision thereon will be final and binding (except as modified by Engineer to reflect changed factual conditions or more accurate data) upon Owner and Contractor, subject to the provisions of Paragraph 10.05. 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will be the initial inter preter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. All matters in question and other matters between Owner and Contractor arising prior to the date final payment is due relating to the acceptability of the Work, and the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work, will be referred initially to Engineer in writing within 30 days of the event giving rise to the question B. Engineer will, with reasonable promptness, render a written decision on the issue referred. If Owner or Contractor believe that any such decision entitles them to an adjustment in the Contract Price or Contract Times or both, a Claim may be made under Paragraph 10.05. The date of Engineer’s decision shall be the date of the event giving rise to the issues referenced for the purposes of Paragraph 10.05.B. C. Engineer’s written decision on the issue referred will be final and binding on Owner and Contractor, subject to the provisions of Paragraph 10.05. D. When functioning as interpreter and judge under this Paragraph 9.08, Engineer will not show partiality to Owner or Contractor and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. 9.09 Limitations on Engineer’s Authority and Responsibilities A. Neither Engineer’s authority or respon sibility under this Article 9 or under any other provi sion of the Contract Documents nor any decision made by Engineer in good faith either to exercise or not exer cise such authority or respon sibility or the undertak ing, exercise, or performance of any authority or respon sibility by Engineer shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcon tractor, any Supplier, any other individual or entity, or to any surety for or employ ee or agent of any of them. B. Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, meth ods, techniques, se quences, 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 perfor mance of the Work. Engineer will not be respon sible for Contractor’s failure to perform the Work in accor dance with the Contract Documents. C. Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontrac tor, any Supplier, or of any other individual or entity performing any of the Work. D. Engineer’s review of the final Applica tion for Payment and accompanying documentation and all mainte nance and operat ing instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documen tation required to be delivered by Paragraph 14.07.A will only be to determine gener ally that their content complies with the require ments of, and in the case of certificates of in spections, tests, and approvals that the results certified indicate compli ance with the Contract Documents. E. The limitations upon authority and responsi bil i ty set forth in this Paragraph 9.09 shall also apply to, the Resident Project Repre sentative, if any, and assistants, if any. ARTICLE 10 - CHANGES IN THE WORK; CLAIMS 10.01 Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work by a Change Order, or a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). B. If Owner and Contractor are unable to agree on entitlement to, or on the amount or extent, if any, of an adjust ment in the Contract Price or Contract Times, or both, that should be allowed as a result of a Work Change Directive, a Claim may be made therefor as provided in Paragraph 10.05. 10.02 Unauthorized Changes in the Work A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any work per formed that is not required by the Contract Docu ments as amended, modified, or supplemented as provided in Paragraph 3.04, except in the case of an emer gency as provided in Paragraph 6.16 or in the case of uncovering Work as provided in Paragraph 13.04.B. 10.03 Execution of Change Orders A. Owner and Contractor shall execute appropri ate Change Orders recommended by Engineer covering: 1. changes in the Work which are: (i) ordered by Owner pursuant to Paragraph 10.01.A, (ii) re quired because of acceptance of defective Work under Paragraph 13.08.A or Owner’s correction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; 2. changes in the Contract Price or Contract 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; and 3. changes in the Contract Price or Contract Times which embody the substance of any written decision rendered by Engineer pursuant to Paragraph 10.05; provided that, in lieu of executing any such Change Order, an appeal may be taken from any such deci sion in accor dance with the provisions of the Contract Documents and applicable Laws and Regula tions, but during any such appeal, Contractor shall carry on the Work and adhere to the Progress Schedule as provided in Paragraph 6.18.A. 10.04 Notification to Surety A. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times) is required by the provisions of any bond to be given to a surety, the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. 10.05 Claims A. Engineer’s Decision Required: All Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the Engineer for decision. A decision by Engineer shall be required as a condition precedent to any exercise by Owner or Contractor of any rights or remedies either may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Claims. B. Notice: Written notice stating the general nature of each Claim, shall be delivered by the claimant to Engineer and the other party to the Contract promptly (but in no event later than 30 days) after the start of the event giving rise thereto. The responsibility to substantiate a Claim shall rest with the party making the Claim. Notice of the amount or extent of the Claim, with supporting data shall be delivered to the Engineer and the other party to the Contract within 60 days after the start of such event (unless Engineer allows additional time for claimant to submit additional or more accu rate data in support of such Claim). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01.B. A Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02.B. Each Claim shall be accom panied by claimant's written statement that the adjustment claimed is the entire adjustment to which the claimant believes it is entitled as a result of said event. The opposing party shall submit any response to Engineer and the claimant within 30 days after receipt of the claimant’s last submittal (unless Engineer allows additional time). C. Engineer’s Action: Engineer will review each Claim and, within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any, take one of the following actions in writing: 1. deny the Claim in whole or in part, 2. approve the Claim, or 3. notify the parties that the Engineer is unable to resolve the Claim if, in the Engineer’s sole discretion, it would be inappropriate for the Engineer to do so. For purposes of further resolution of the Claim, such notice shall be deemed a denial. D. In the event that Engineer does not take action on a Claim within said 30 days, the Claim shall be deemed denied. E. Engineer’s written action under Paragraph 10.05.C or denial pursuant to Paragraphs 10.05.C.3 or 10.05.D will be final and binding upon Owner and Contractor, unless Owner or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. F. No Claim for an adjustment in Contract Price or Contract Times will be valid if not submitted in accordance with this Paragraph 10.05. ARTICLE 11 - COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 11.01 Cost of the Work A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.01.B, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by Owner, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items, and shall not include any of the costs itemized in Paragraph 11.01.B. 1. Payroll costs for employees in the direct employ of Contractor in the perfor mance of the Work under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include, without limitation, superin ten dents, foremen, and other personnel employed full time at the Site. Payroll costs for employees not employed full time on the Work shall be appor tioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unem ployment, excise, and payroll taxes, workers’ compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay appli ca ble thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in the above to the extent authorized by Owner. 2. Cost of all materials and equipment fur nished and incorporated in the Work, includ ing costs of transportation and storage thereof, and Suppliers’ field services required in connec tion therewith. All cash discounts shall accrue to Contractor unless Owner deposits funds with Contractor with which to make pay ments, in which case the cash discounts shall accrue to Owner. All trade dis counts, 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 competi tive bids from subcontrac tors acceptable to Owner and Contractor and shall deliver such bids to Owner, who will then determine, with the advice of Engineer, which bids, if any, will be acceptable. If any subcontract pro vides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor’s Cost of the Work and fee shall be determined in the same manner as Contractor’s Cost of the Work and fee as provided in this Paragraph 11.01. 4. Costs of special consultants (including but not limited to Engineers, architects, testing labora to ries, surveyors, attorneys, and accoun tants) em ployed for services specifically related to the Work. 5. Supplemental costs including the following: a. The proportion of necessary trans portation, travel, and subsistence ex penses of Contractor’s employees incurred in dis charge of duties connected with the Work. b. Cost, including transporta tion and main te nance, of all materials, supplies, equip ment, machinery, appliances, office, and tempo rary facili ties at the Site, and hand tools not owned by the workers, which are consumed in the perfor mance of the Work, and cost, less market value, of such items used but not con sumed which remain the property of Contractor. c. Rentals of all construction equip ment and machinery, and the parts thereof wheth er rented from Contractor or others in accor dance with rental agreements approved by Owner with the advice of Engineer, and the costs of transportation, loading, unload ing, assembly, dismantling, and removal there of. All such costs shall be in accordance with the terms of said rental agree ments. The rental of any such equip ment, ma chinery, or parts shall cease when the use thereof is no longer necessary for the Work. d. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, imposed by Laws and Regu lations. e. Deposits lost for causes other than negli gence of Contractor, any Sub contractor, 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 the Work, not compensat ed by insurance or otherwise, sus tained by Contractor in connection with the per for mance of the Work (except losses and damages within the deduct ible amounts of property insurance established in accordance with Paragraph 5.06.D), provided such losses and damages have resulted from causes other than the negli gence of Contractor, any Subcontractor, or anyone directly or indi rectly 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 includ ed in the Cost of the Work for the purpose of determining Contractor’s fee. g. The cost of utilities, fuel, and sani tary facilities at the Site. h. Minor expenses such as tele grams, long distance telephone calls, telephone service at the Site, expresses, and similar petty cash items in connection with the Work. i. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor’s officers, executives, princi pals (of partnerships and sole proprietorships), general manag ers, safety managers, engineers, architects, estima tors, attor neys, audi tors, accountants, purchasing and con tracting agents, expedit ers, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor’s princi pal or branch office for general administration of the Work and not specifical ly included in the agreed upon schedule of job classifica tions referred to in Paragraph 11.01.A.1 or specifically covered by Paragraph 11.01.A.4, all of which are to be considered administrative costs covered by the Contractor’s fee. 2. Expenses of Contractor’s princi pal and branch offices other than Contractor’s office at the Site. 3. Any part of Contractor’s capital expens es, including interest on Contractor’s capital employed for the Work and charges against Contractor for delinquent pay ments. 4. Costs due to the negligence of Contractor, any Subcontractor, or anyone directly or indi rectly employed by any of them or for whose acts any of them may be liable, includ ing but not limited to, the correction of defective Work, disposal of materi als or equipment wrong ly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraphs 11.01.A and 11.01.B. C. Contractor’s Fee: When all the Work is performed on the basis of cost-plus, Contractor’s fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor’s fee shall be determined as set forth in Paragraph 12.01.C. D. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.01.A and 11.01.B, Contractor will establish and maintain re cords thereof in accordance with generally accepted ac count ing practices and submit in a form acceptable to Engineer an itemized cost breakdown together with supporting data. 11.02 Allowances A. It is understood that Contractor has in clud ed in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer. B. Cash Allowances 1. Contractor agrees that: a. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materi als and equipment required by the allowanc es to be delivered at the Site, and all applicable taxes; and b. Contractor’s costs for unloading and handling on the Site, labor, installation , over head, profit, and other expenses contemplat ed for the cash allow ances have been included in the Contract Price and not in the allowances, and no demand for addi tional payment on account of any of the forego ing will be valid. C. Contingency Allowance 1. Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. D. Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor on account of Work covered by allowances, and the Con tract Price shall be correspondingly adjusted. 11.03 Unit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the 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 estimat ed quantity of each item as indicat ed in the Agree ment. B. The esti mated quantities of items of Unit Price Work are not guaran teed and are solely for the purpose of comparison of responses and determining an initial Con tract Price. Deter mina tions of the actual quantities and classifications of Unit Price Work performed by Contractor will be made by Engineer subject to the provisions of Paragraph 9.07. C. Each unit price will be deemed to include an amount considered by Contractor to be ade quate to cover Contractor’s overhead and profit for each separately identified item. D. Owner or Contractor may make a Claim for an adjustment in the Contract Price in accor dance with Paragraph 10.05 if: 1. the quantity of any item of Unit Price Work performed by Contractor differs mate rially and signifi cantly from the estimated quantity of such item indicated in the Agreement; and 2. there is no corresponding adjust ment with respect any other item of Work; and 3. Contractor believes that Contractor is entitled to an increase in Contract Price as a result of having incurred addi tional expense or Owner believes that Owner is entitled to a decrease in Contract Price and the parties are unable to agree as to the amount of any such increase or decrease. ARTICLE 12 - CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES 12.01 Change of Contract Price A. The Contract Price may only be changed by a written Change Order, approved by Engineer and issued by Owner, on a form approved by the Owner and the Owner’s Attorney. Any Claim for an adjustment in the Contract Price shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accor dance with the provisions of Paragraph 10.05. B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price will be determined as follows: 1. where the Work involved is covered by unit prices contained in the Contract Documents, by applica tion of such unit prices to the quanti ties of the items involved (subject to the provi sions of Paragraph 11.03); or 2. where the Work involved is not cov ered by unit prices contained in the Contract Documents, by a mutually agreed lump sum (which may include an allowance for overhead and profit not necessari ly in accordance with Paragraph 12.01.C.2); or 3. where the Work involved is not cov ered by unit prices contained in the Contract Documents and agree ment to a lump sum is not reached under Paragraph 12.01.B.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor’s fee for over head and profit (deter mined as provided in Paragraph 12.01.C). C. Contractor’s Fee: The Contractor’s fee for overhead and profit shall be deter mined as follows: 1. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 11.01.A.1 and 11.01.A.2, the Contractor’s fee shall be 15 percent; b. for costs incurred under Paragraph 11.01.A.3, the Contractor’s fee shall be five percent; c. where one or more tiers of sub con tracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraph 12.01.C.2.a is that the Subcon tractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under Paragraphs 11.01.A.1 and 11.01.A.2 and that any higher tier Subcon tractor and Contractor will each be paid a fee of five percent of the amount paid to the next lower tier Subcon tractor; d. no fee shall be payable on the basis of costs itemized under Paragraphs 11.01.A.4, 11.01.A.5, and 11.01.B; e. the amount of credit to be al lowed by Contractor to Owner for any change which results in a net de crease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor’s fee by an amount equal to five percent of such net decrease; and f. when both additions and credits are in volved in any one change, the adjustment in Contractor’s fee shall be computed on the basis of the net change in accordance with Paragraphs 12.01.C.2.a through 12.01.C.2.e, inclu sive. 12.02 Change of Contract Times A. The Contract Times may only be changed by a Change Order. Any Claim for an adjustment in the Contract Times shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. Any adjustment of the Contract Times covered by a Change Order or any Claim for an adjustment in the Contract Times will be determined in accordance with the provisions of this Article 12. 12.03 Delays and Extensions of Time A. Where Contractor is prevented from completing any part of the Work within the Contract Times due to delay beyond the control of Contractor, the Contract Times will be extended in an amount equal to the time lost due to such delay if a Claim is made therefor as provided in Paragraph 12.02.A. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by Owner, acts or neglect of utility owners or other contractors perform ing other work as contemplat ed by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. B. If Owner, Engineer, or other contractors or utility owners performing other work for Owner as contemplated by Article 7, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Times , or both. Contractor’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete the Work within the Contract Times. C If Contractor is delayed in the performance or progress of the Work by fire, flood, epidemic, abnormal weather conditions, acts of God, acts or failures to act of utility owners not under the control of Owner, or other causes not the fault of and beyond control of Owner and Contractor, then Contractor shall be entitled to an equitable adjustment in Contract Times, if such adjustment is essential to Contractor’s ability to complete the Work within the Contract Times. Such an adjustment shall be Contractor’s sole and exclusive remedy for the delays described in this Paragraph 12.03.C. D. Owner, Engineer and the Related Entities of each of them shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. E. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. F. Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK, INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE, AN EXTENSION OF THE CONTRACT TIME UNDER PARAGRAPH 12.02 BEING THE CONTRACTOR’S SOLE REMEDY. ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects A. Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. All defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories, and govern mental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for their obser vation, inspecting, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor’s Site safety procedures and programs so that they may comply therewith as applicable. 13.03 Tests and Inspections A. Contractor shall give Engineer timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B. Owner shall employ and pay for the services of an independent testing laboratory to perform all inspections, tests, or approvals required by the Contract Documents except: 1. for inspections, tests, or approvals covered by Paragraphs 13.03.C and 13.03.D below; 2. that costs incurred in connection with tests or inspections conducted pursuant to Paragraph 13.04.B shall be paid as provided in said Paragraph 13.04.C; and 3. as otherwise specifically provided in the Con tract Documents. C. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or ap proved by an employee or other representative of such public body, Contractor shall assume full responsibility for arranging and obtaining such inspec tions, tests, or approvals, pay all costs in connection therewith, and furnish Engineer the required certificates of inspec tion or approval. D. Contractor shall be respon sible for arranging and obtaining and shall pay all costs in connec tion with any inspections, tests, or approv als required for Owner’s and Engineer’s accep tance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor’s purchase thereof for incorporation in the Work. Such inspections, tests, or approvals shall be performed by organizations accept able to Owner and Engineer. E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of Engineer, it must, if requested by Engineer, be uncov ered for observation. F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor’s expense unless Contractor has given Engineer timely notice of Contractor’s intention to cover the same and Engineer has not acted with reasonable prompt ness in response to such notice. 13.04 Uncovering Work A. If any Work is covered contrary to the written request of Engineer, it must, if requested by Engineer, be uncovered for Engineer’s observation and replaced at Contractor’s expense. B. If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspect ed or tested by others, Contractor, at Engineer’s request, shall uncover, expose, or otherwise make available for observation, inspec tion, or testing as Engineer may require, that portion of the Work in question, furnishing all neces sary labor, materi al, and equipment. C. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observa tion, inspec tion, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. D. If, the uncovered Work is not found to be defective, Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Times, or both, directly attribut able to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. If the parties are unable to agree as to the amount or extent thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. 13.05 Owner May Stop the Work A. If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been elimi nated; however, this right of Owner to stop the Work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of notice, Contractor shall correct all defective Work, whether or not fabricated, installed, or completed, or, if the Work has been rejected by Engineer, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair Owner’s special warranty and guarantee, if any, on said Work. 13.07 Correction Period A. If within one year after the date of Substantial Completion (or such longer period of time as may be prescribed by the terms of any applicable special guarantee re quired by the Contract Documents) or by any specific provi sion of the Contract Documents, any Work is found to be defective, or if the repair of any damages to the land or areas made available for Contractor’s use by Owner or permitted by Laws and Regulations as contemplated in Paragraph 6.11.A is found to be defective, Contractor shall prompt ly, without cost to Owner and in accordance with Owner’s written instructions: 1. repair such defective land or areas; or 2. correct such defective Work; or 3. if the defective Work has been rejected by Owner, remove it from the Project and replace it with Work that is not defective, and 4. satisfac torily correct or repair or remove and replace any damage to other Work, to the work of others or other land or areas resulting there from. B. If Contractor does not promptly comply with the terms of Owner’s written instruc tions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defect ive Work corrected or repaired or may have the rejected Work re moved and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replace ment (including but not limited to all costs of repair or replace ment of work of others) will be paid by Contractor. C. In special circumstances where a particu lar item of equipment is placed in continu ous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so pro vided in the Specifications. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and re placement has been satisfactorily complet ed. E. Contractor’s obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitation or repose. 13.08 Acceptance of Defective Work A. If, instead of requiring correction or remov al and replacement of defective Work, Owner (and, prior to Engineer’s recommendation of final pay ment, Engineer) prefers to accept it, Owner may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner’s evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness) and the diminished value of the Work to the extent not otherwise paid by Contractor pursuant to this sentence. If any such acceptance occurs prior to Engineer’s recom men dation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. If the acceptance occurs after such recommendation, an appropriate amount will be paid by Contractor to Owner. 13.09 Owner May Correct Defective Work A. If Contractor fails within a reason able time after written notice from Engineer to correct defective Work or to remove and replace reject ed Work as required by Engineer in accor dance with Paragraph 13.06.A, or if Contractor fails to perform the Work in accor dance with the Contract Documents, or if Contractor fails to comply with any other provi sion of the Contract Documents, Owner may, after seven days written notice to Contractor, correct or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 13.09, Owner shall proceed expedi tiously. In connection with such correc tive or remedial action, Owner may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, take posses sion of Contractor’s tools, appliances, con struction equipment and machinery at the Site, and incor po rate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere. Contractor shall allow Owner, Owner’s representatives, agents and employ ees, Owner’s other contractors, and Engineer and Engineer’s consultants access to the Site to enable Owner to exercise the rights and remedies under this Paragraph. C. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorpo rating the necessary revisions in the Contract Docu ments with respect to the Work; and Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount of the adjustment, Owner may make a Claim therefor as provided in Paragraph 10.05. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replace ment of Contractor’s defective Work. D. Contractor shall not be allowed an exten sion of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner’s rights and remedies under this Paragraph 13.09. ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION 14.01 Schedule of Values A. The Schedule of Values established as provid ed in Paragraph 2.07.A will serve as the basis for progress payments and will be incorporated into a form of Applica tion for Payment acceptable to Engineer and Owner. Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Payments A. Applications for Payments 1. At least 20 days before the date estab lished in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such sup porting documentation as is required by the Con tract Docu ments. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Applica tion for Payment shall also be accompanied by a bill of sale, invoice, or other docu men tation warranting that Owner has received the materi als and equip ment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance or other arrange ments to protect Owner’s interest therein, all of which must be satisfactory to Owner. 2. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor’s legitimate obligations associated with prior Applications for Payment. 3. The amount of retainage with respect to progress pay ments will be as stipulated in the Agreement. Whenever the Application for Payment for Work done since the last previous Application for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a percentage of the Application, less applicable retainage, to the Contractor within thirty (30) days following Owner’s receipt and approval of the Certificate for Payment certified by the Architect/Engineer. The Application may include acceptable nonperishable materials delivered to the Work or stored as provided for in Paragraph 14.02.5 and the payment will be allowed on the net invoice value, less taxes and applicable retainage. The City is required to withhold retainage for public works contracts in which the total contract price estimate at the time of execution is more than $400,000; however, this requirement is typically applied by the City for all public works contracts in excess of $50,000. The City may require varying percentage withholding amounts; however, the City typically requires five percent. For retainage percentages in excess of five percent, the City must deposit the retainage into an interest-bearing account and pay the interest earned to the contractor on completion of the contract. The retainage will be withheld by the Owner from each progress payment until final completion of the Work by the Contractor, approval of final completion by the Architect/Engineer, and final acceptance of the Work by the Owner. Unless otherwise required by state law, the retainage percentage as specified above is based upon the original Contract Sum, and will not be affected in the event the original Contract Sum is subsequently increased or decreased by Change Order. No progress payments shall be made on contracts where performance and payment bonds are not required or furnished. In such instances, payment for the Work performed will be made upon final completion and acceptance by the Owner of all Work. 4. Applications for Payment may not include request for payment of amounts the Contractor does not intend to pay to a Subcontractor because of a good faith dispute, unless the Contractor complies with Paragraph 6.06 of these General Conditions and the Contractor’s Payment Bond Surety consents in writing to payment to the Contractor of the funds deemed to be in dispute. 5. Unless otherwise provided in the Contract Documents, progress payments shall include payment for materials and equipment delivered and suitably stored at the Project site for subsequent incorporation into the Work within thirty (30) days after delivery to the Project site. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored away from the Project site at a location agreed upon in writing. Payment for costs incurred in storage of materials or equipment away from the Project site will NOT be made by Owner unless: the Owner has given prior approval of such off-site storage in writing; the materials or equipment are stored in a bonded warehouse located in Denton County and identified with the Project for which they are stored, as evidenced by warehouse receipts and appropriate documents of title; and the materials or equipment stored off-site will be incorporated into the Work within thirty (30) days after delivery. STORAGE IN FACILITIES OF THE MANUFACTURER OR THE CONTRACTOR WILL NOT BE PERMITTED OR PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR APPROVAL OF SUCH STORAGE IN WRITING. The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials, and equipment relating to the Work. All materials or equipment delivered to the Project site earlier than thirty (30) days prior to an approved schedule for delivery to the Project site shall be classified as an “early delivery.” All early delivery materials or equipment must have the express written permission of the Owner to be stored on the Project site. If any unauthorized early delivery occurs, Contractor shall, at Contractor’s expense or at the expense of the responsible Subcontractor or Supplier, cause such early delivery to be removed from the Project site and stored off-site until required at the Project site. All costs of labor, transportation and storage will be included as part of the expense. If the Contractor fails or refuses to remove unauthorized early delivery materials, the Owner may cause such materials to be removed at the Contractor's sole expense, and amounts may be withheld from the Contractor's Application for Payment to reimburse the Owner for any costs incurred in removing unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any materials or equipment classified as early delivery will not be approved for payment as stored materials prior to thirty (30) days before the incorporation of the materials or equipment into the Work, unless storage and payment at an earlier date is expressly approved in writing by the Owner. If the Contract Sum is equal to or less than $25,000.00 and performance and payment bonds are not furnished by the Contractor, no payment applied for will be payable under the Contract until the Work has been Finally Completed and accepted. B. Review of Applications 1. Engineer will, within 10 days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the Application to Owner or return the Applica tion to Contractor indicating in writing 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 pay ment requested in an Application for Payment will constitute a representation by Engineer to Owner, based on Engineer’s observa tions on the Site of the executed Work as an experienced and quali fied design profession al and on Engineer's review of the Appli cation for Payment and the accompanying data and schedules, that to the best of Engineer’s knowledge, information and belief: a. the Work has progressed to the point indicat ed; b. the quality of the Work is generally in accor dance with the Contract Documents (sub ject to an evaluation of the Work as a function ing whole prior to or upon Substantial Comple tion, to the results of any subsequent tests called for in the Contract Documents, to a final deter mination of quantities and classifica tions for Unit Price Work under Paragraph 9.07, and to any other qualifications stated in the recommenda tion); and c. the conditions precedent to Contractor’s being entitled to such pay ment appear to have been fulfilled in so far as it is Engineer’s responsibility to observe the Work. 3. By recommending any such payment Engineer will not thereby be deemed to have represent ed that: a. inspec tions made to check the quality or the quantity of the Work as it has been performed have been exhaus tive, extended to every aspect of the Work in progress, or involved de tailed inspec tions of the Work beyond the responsi bilities specifi cally as signed to Engineer in the Contract Docu ments; or b. that there may not be other matters or issues between the parties that might entitle Contractor to be paid addition ally by Owner or entitle Owner to withhold payment to Contractor. 4. Neither Engineer’s review of Contractor’s Work for the purposes of recom mending payments nor Engineer’s recom men da tion of any pay ment, including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control the Work, or b. for the means, meth ods, techniques, sequences, or proce dures of construction, or the safety precautions and pro grams incident thereto, or c. for Contractor’s failure to comply with Laws and Regulations applicable to Contractor’s performance of the Work, or d. to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or e. to determine that title to any of the Work, mate rials, or equipment has passed to Owner free and clear of any Liens. 5. Engineer may refuse to recom mend the whole or any part of any payment if, in Engineer’s opinion, it would be incorrect to make the representa tions to Owner stated in Paragraph 14.02.B.2. Engineer may also refuse to recom mend any such pay ment or, because of subse quently discovered evidence or the results of subse quent inspections or tests, revise or revoke any such payment recommendation previously made, to such extent as may be neces sary in Engineer’s opinion to protect Owner from loss because: a. the Work is defective, or completed Work has been damaged, requiring correction or replace ment; b. the Contract Price has been re duced by Change Orders; c. Owner has been required to correct defect ive Work or complete Work in accor dance with Paragraph 13.09; or d. Engineer has actual knowledge of the occurrence of any of the events enumer ated in Paragraph 15.02.A. C. Payment Becomes Due 1. Ten days after presentation of the Applica tion for Payment to Owner with Engineer’s recom menda tion, the amount recom mended will (subject to the provisions of Paragraph 14.02.D) become due, and when due will be paid by Owner to Contractor. D. Reduction in Payment 1. Owner may refuse to make payment of the full amount recommended by Engineer because: a. claims have been made against Owner on account of Contractor’s perfor mance or fur nish ing of the Work; b. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens; c. there are other items entitling Owner to a set off against the amount recommend ed; or d. Owner has actual knowledge of the occur rence of any of the events enumerated in Paragraphs 14.02.B.5.a through 14.02.B.5.c or Paragraph 15.02.A. 2. If Owner refuses to make payment of the full amount recommended by Engineer, Owner will give Contractor immedi ate written notice (with a copy to Engineer) stating the reasons for such action and promptly pay Contractor any amount remaining after deduction of the amount so withheld. Owner shall promptly pay Contractor the amount so with held, or any adjust ment thereto agreed to by Owner and Contractor, when Contractor corrects to Owner’s satisfaction the reasons for such action. 3. If it is subsequently determined that Owner’s refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due as determined by Paragraph 14.02.C.1. 14.03 Contractor’s Warranty of Title A. Contractor warrants and guaran tees that title to all Work, materials, and equipment cov ered by any Application for Payment, whether incor porated in the Project or not, will pass to Owner no later than the time of payment free and clear of all Liens. 14.04 Substantial 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 (except for items specifically listed by Contractor as incom plete) and request that Engineer issue a certificate of Substantial Completion. B. Promptly after Contractor’s notification, Owner, Contractor, and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. C. If Engineer considers the Work substantially com plete, Engineer will deliver to Owner a tenta tive certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the tentative certifi cate during which to make written objection to Engineer as to any provisions of the certificate or attached list. If, after considering such objections, Engineer concludes that the Work is not substan tially complete, Engineer will within 14 days after submission of the tentative certifi cate to Owner notify Contractor in writing, stating the reasons therefor. If, after consideration of Owner’s objections, Engineer considers the Work substan tial ly complete, Engineer will within said 14 days execute and deliver to Owner and Contractor a definitive certificate of Sub stantial Comple tion (with a revised tentative list of items to be completed or correct ed) reflecting such changes from the tenta tive certificate as Engineer believes justified after consider ation of any objections from Owner. D. At the time of delivery of the tenta tive certificate of Substantial Comple tion, Engineer will deliver to Owner and Contractor a written recommen dation as to division of responsi bili ties pending final payment between Owner and Contractor with respect to security, operation, safety, and protection of the Work, maintenance, heat, utilities, insurance, and warranties and guaran tees. Unless Owner and Contractor agree otherwise in writing and so inform Engineer in writing prior to Engineer’s issuing the definitive certificate of Substantial Comple tion, Engineer’s aforesaid recom mendation will be binding on Owner and Contractor until final payment. E. Owner shall have the right to exclude Contractor from the Site after the date of Substan tial Completion subject to allowing Contractor reasonable access to complete or correct items on the tentative list. 14.05 Partial Utilization A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Docu ments, or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by Owner for its intended purpose without significant interference with Contractor’s performance of the remainder of the Work, subject to the following condi tions. 1. Owner at any time may request Contractor in writing to permit Owner to use or occupy any such part of the Work which Owner believes to be ready for its intended use and substantially complete. If and when Contractor agrees that such part of the Work is substantially complete, Contractor will certify to Owner and Engineer that such part of the Work is substantially complete and request Engineer to issue a certificate of Substantial Com ple tion for that part of the Work. 2. Contractor at any time may notify Owner and Engineer in writing that Contractor considers any such part of the Work ready for its intended use and substan tially complete and request Engineer to issue a certifi cate of Substantial Completion for that part of the Work. 3. Within a reasonable time after either such request, Owner, Contractor, and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be sub stan tially com plete, Engineer will notify Owner and Contractor in writing giving the reasons there for. If Engineer considers that part of the Work to be substantially complete, the provisions of Paragraph 14.04 will apply with respect to certifi cation of Substantial Com pletion of that part of the Work and the division of responsibility in respect thereof and access thereto. 4. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Paragraph 5.10 regarding property insurance. 14.06 Final 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 particu lars in which this inspection reveals that the Work is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. 14.07 Final Payment A. Application for Payment 1. After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Docu ments, all main tenance and operating instructions, schedules, guaran tees, bonds, certificates or other evidence of insur ance certificates of inspec tion, marked up record docu ments (as provid ed in Paragraph 6.12), and other documents, Contractor may make application for final payment follow ing the procedure for progress pay ments. 2. The final Application for Payment shall be accom panied (except as previously delivered) by: a. all documenta tion called for in the Contract Docu ments, including but not limited to the evidence of insurance required by Paragraph 5.04.B.7; b. con sent of the surety, if any, to final payment; c. a list of all Claims against Owner that Contractor believes are unsettled; and d. complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights, claims, security interests, or encumbrances arising out of the Contract or Liens filed in connection with the Work, to the extent and in such form as may be designated by the Owner. e. an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied. f. a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty (30) days prior written notice has been given to the Owner. g. a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents. 3. In lieu of the releases or waivers of Liens specified in Paragraph 14.07.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (i) the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls, material and equipment bills, and other indebtedness connected with the Work for which Owner or Owner's property might in any way be responsible have been paid or otherwise satis fied. 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. 4. As a precondition to final payment by the Owner under this Contract, the Contractor's affidavit shall state that the Contractor has paid each of his subcontractors, laborers or materialmen in full for all labor and materials provided to him for the Work under this Contract. In the event the Contractor has not paid each of his subcontractors, laborers or materialmen in full, the Contractor shall state in the affidavit the amount owed and the name of each subcontractor, laborer or materialmen to whom such payment is owed. IN ANY EVENT, THE CONTRACTOR SHALL BE REQUIRED TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT. B. Engineer’s Review of Application and Acceptance 1. If, on the basis of Engineer’s obser va tion of the Work during construction and final inspec tion, and Engineer’s review of the final Applica tion for Payment and accompanying docu men tation as re quired by the Contract Documents, Engineer is satisfied that the Work has been complet ed and Contractor’s other obligations under the Con tract Documents have been fulfilled, Engineer will, within ten days after receipt of the final Appli ca tion for Payment, indicate in writing Engineer’s recommen dation of payment and present the Applica tion for Payment to Owner for pay ment. At the same time Engineer will also give written notice to Owner and Contractor that the Work is acceptable subject to the provi sions of Paragraph 14.09. Other wise, Engineer will return the Application for Payment to Contractor, indicat ing in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment. C. Payment Becomes Due 1. Thirty days, or in accordance with the provisions of Texas Government Code 2251 (Prompt Payment Act), after the presentation to Owner of the Application for Payment and accompanying docu mentation, the amount recommended by Engineer, less any sum Owner is entitled to set off against Engineer’s recommendation, including but not limited to liquidated damages, will become due and , will be paid by Owner to Contractor. 14.08 Final Completion Delayed A. If, through no fault of Contractor, final completion of the Work is significantly delayed, and if Engineer so confirms, Owner shall, upon receipt of Contractor’s final Applica tion for Payment (for Work fully completed and accepted) and recommendation of Engineer, and without terminat ing the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by Owner for Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if bonds have been furnished as required in Paragraph 5.01, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to Engineer with the Application for such payment. Such payment shall be made under the terms and condi tions governing final payment, except that it shall not constitute a waiver of Claims. 14.09 Waiver of Claims A. The making and acceptance of final pay ment will constitute: 1. Deleted by Intention. 2. a waiver of all Claims by Contractor against Owner other than those previously made in accordance with the requirements herein and expressly acknowledged by Owner in writing as still unsettled. 3. The acceptance by the Contractor of the final payment shall operate as and shall be a complete release of the Owner from all claims or liabilities under the Contract, for anything done or furnished or relating to the Work or the Project, or for any act or neglect of the Owner relating to or connected with the Work or the Project. ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION 15.01 Owner May Suspend Work A. At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 90 consecutive days by notice in writing to Contractor and Engineer which will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. Contractor shall be granted an adjust ment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension if Contractor makes a Claim therefor as provided in Paragraph 10.05. 15.02 Owner May Terminate for Cause A. The occurrence of any one or more of the following events will justify termination for cause: 1. Contractor’s persis tent failure to per form the Work in accordance with the Con tract Documents (including, but not limited to, failure to supply suffi cient skilled workers or suitable materi als or equip ment or failure to adhere to the Prog ress Schedule established under Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04); 2. Contractor’s disregard of Laws or Regula tions of any public body having jurisdic tion; 3. Contractor’s disregard of the author i ty of Engineer; or 4. Contractor’s violation in any substantial way of any provisions of the Contract Docu ments. B. If one or more of the events identified in Paragraph 15.02.A occur, Owner may, after giving Contractor (and surety ) seven days written notice of its intent to terminate the services of Contractor: 1. exclude Contractor from the Site, and take possession of the Work and of all Contractor’s tools, appliances, construction equip ment, and machinery at the Site, and use the same to the full extent they could be used by Contractor (with out liability to Contractor for trespass or conver sion), 2. incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere, and 3. complete the Work as Owner may deem expedient. C. If Owner proceeds as provided in Paragraph 15.02.B, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds 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) sustained by Owner arising out of or relating to completing the Work, such excess will be paid to Contractor. If such claims, costs, losses, and damages exceed such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses, and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this Paragraph Owner shall not be required to obtain the lowest price for the Work performed. D. Notwithstanding Paragraphs 15.02.B and 15.02.C, Contractor’s services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. E. Where Contractor’s services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereaf ter accrue. Any retention or payment of moneys due Contractor by Owner will not release Contractor from liability. F. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 5.01.A, the termination procedures of that bond shall supersede the provisions of Paragraphs 15.02.B, and 15.02.C. 15.03 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 the Contract. In such case, Contractor shall be paid for (without duplica tion of any items): 1. completed and acceptable Work execut ed in accordance with the Contract Docu ments 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 fur nish ing labor, materials, or equip ment as re quired by the Contract Documents in connection with uncom pleted Work, plus fair and reasonable sums for overhead and profit on such expenses; 3. all claims, costs, losses, and damag es (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) in curred in settlement of terminated contracts with Subcontractors, Suppliers, and others; and 4. reasonable expenses directly attributable to termination. B. Contractor shall not be paid on account of loss of anticipated profits or revenue or other eco nomic loss arising out of or resulting from such termina tion. 15.04 Contractor May Stop Work or Terminate A. If, through no act or fault of Contractor, (i) the Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority, or (ii) Engineer fails to act on any Application for Payment within 30 days after it is submitted, or (iii) Owner fails for 30 days to pay Contractor any sum finally deter mined to be due, then Contractor may, upon seven days written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspen sion or failure within that time, terminate the Contract and recover from Owner payment on the same terms as provided in Paragraph 15.03. B. In lieu of terminat ing the Contract and without prejudice to any other right or remedy, if Engineer has failed to act on an Application for Payment within 30 days after it is submitted, or Owner has failed for 30 days to pay Contractor any sum finally determined to be due, Contractor may, seven days after written notice to Owner and Engineer, stop the Work until payment is made of all such amounts due Contractor, including interest thereon. The provi sions of this Paragraph 15.04 are not intended to preclude Contractor from making a Claim under Paragraph 10.05 for an adjustment in Contract Price or Contract Times or other wise for expenses or damage directly attributable to Contractor’s stopping the Work as permitted by this Paragraph. ARTICLE 16 - DISPUTE RESOLUTION 16.01 Methods and Procedures A.Upon the occurrence of any dispute or disagreement between the parties hereto arising out of or in connection with any term or provision of this Agreement, the subject matter hereof, or the interpretation or enforcement hereof (the “Dispute”), the parties shall engage in informal, good faith discussions and attempt to resolve the Dispute. In connection therewith, upon written notice of either party, each of the parties will appoint a designated officer whose task it shall be to meet for the purpose of attempting to resolve such Dispute. The designated officers shall meet as often as the parties shall deem to be reasonably necessary. Such officers will discuss the Dispute. If the parties are unable to resolve the Dispute in accordance with this Section, and in the event that either of the parties concludes in good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely, then the parties are free to pursue whatever action or rights they may have in equity or at law. ARTICLE 17 - MISCELLANEOUS 17.01 Giving Notice A. Whenever any provision of the Con tract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. deliv ered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intend ed, or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 17.02 Computation of Times A. When any period of time is referred to in the Contract Documents by days, it will be comput ed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 17.03 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies avail able hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limita tion of, any rights and remedies avail able to any or all of them which are otherwise im posed or available by Laws or Regula tions, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated specifical ly in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they ap ply. 17.04 Survival of Obligations A. All representations, indemnifications, war ran ties, and guarantees made in, required by, or given in accor dance with the Contract Documents, as well as all continu ing obligations indicated in the Contract Docu ments, will survive final payment, completion, and acceptance of the Work or termina tion or comple tion of the Contract or termination of the services of Contractor. 17.05 Controlling Law and Venue A. This Contract shall be governed by the laws and case decisions of the State of Texas, without regard to conflict of law or choice of law principles of Texas or of any other state. B. This Contract is entered into subject to and controlled by the Charter and ordinances of the City of Denton and all applicable laws, rules, and regulations of the State of Texas and the Government of the United States of America. The Contractor shall, during the performance of the Work, comply with all applicable City codes and ordinances, as amended, and all applicable State and Federal laws, rules and regulations, as amended. This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. 17.06 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. 17.07 Non-Discrimination As a condition of this Contract, the Contractor covenants that he will take all necessary actions to insure that, in connection with any work under this Contract, the Contractor and its Subcontractors will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. The Contractor shall also comply with all applicable requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-12213, as amended. In this regard, the Contractor shall keep, retain and safeguard all records relating to his Contract or Work performed thereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the Owner, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 17.08 Independent Contractor In performing the Work under this Contract, the relationship between the Owner and the Contractor is that of an independent contractor. The Contractor shall exercise independent judgment in performing the Work and is solely responsible for setting working hours, scheduling or prioritizing the Work flow and determining the means and methods of performing the Work, subject only to the requirements of the Contract Documents. No term or provision of this Contract shall be construed as making the Contractor an agent, servant, or employee of the Owner, or making the Contractor or any of the Contractor’s employees, agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's compensation, which the Owner provides to its employees. 17.09 Gifts to Public Servants The Owner may terminate this Contract immediately if the Contractor has offered, conferred, or agreed to confer any benefit on a City of Denton employee or official that the City of Denton employee or official is prohibited by law from accepting. For purposes of this Article, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. Notwithstanding any other legal remedies, the Owner may require the Contractor to remove any employee of the Contractor from the Project who has violated the restrictions of this Article or any similar State or Federal law, and obtain reimbursement for any expenditures made to the Contractor as a result of the improper offer, agreement to confer, or conferring of a benefit to a City of Denton employee or official. 17.10 Right to Audit Contractor’s Records By execution of the Building Construction Services Agreement, the Contractor grants the Owner the right to audit, at the Owner's election, all of the Contractor's records and billings relating to the performance of the Work under the Contract Documents. The Contractor agrees to retain its Project records for a minimum of five (5) years following completion of the Work. The Owner agrees that it will exercise the right to audit only at reasonable hours. City may review any and all of the services performed by Contractor under this Contract. Any payment, settlement, satisfaction, or release made or provided during the course of performance of this Contract shall be subject to City’s rights as may be disclosed by an audit under this section. 17.11 Notice of Contract Claim This Contract is subject to the provisions of the Denton City Code, as amended, relating to requirements for filing a notice of a breach of contract claim against City. Contractor shall comply with the requirements of this ordinance as a precondition of any litigation relating to this Contract, in addition to all other requirements in this Contract related to claims and notice of claims. 17.12 Successors and Assigns The Owner and the Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the promises, covenants, terms, conditions, and obligations contained in the Contract Documents. The Contractor shall not assign, transfer, or convey its interest or rights in the Contract, in part or as a whole, without written consent of the Owner. If the Contractor attempts to make an assignment, transfer, or conveyance without the Owner’s written consent, the Contractor shall nevertheless remain legally responsible for all obligations under the Contract Documents. The Owner shall not assign any portion of the Contract Sum due or to become due under this Contract without the written consent of the Contractor, except where assignment is compelled or allowed by court order, the terms of the Contract Documents, or other operation of law. 17.13 Written Notice Except as otherwise provided within these General Conditions, any notice, payment, statement, or demand required or permitted to be given under this Contract by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or Superintendent of either party, or to an officer, partner, or other designated representative of either party. Mailed notices shall be addressed to the parties at an address designated by each party, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. 17.14 Rights and Remedies; No waiver of Rights by Owner (a) The duties and obligations imposed on the Contractor by the Contract Documents and the rights and remedies available to the Owner under the Contract Documents shall be in addition to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or made available by law. (b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the Owner under the Contract Documents, nor shall any action or failure to act by the Owner constitute approval of or acquiescence in a breach of the Contract by Contractor, except as may be specifically agreed in writing by Change Order or Supplemental Agreement. 17.15 Interest The Owner shall not be liable for interest on any progress or final payment to be made under the Contract Documents, except as may be provided by the applicable provisions of the Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to Article 14 of these General Conditions. SUPPLEMENTARY CONDITIONS The terms in the Supplementary Conditions will have the same meaning as in the General Conditions of the Construction Contract (EJCDC C-700, 2002, Edition) SC-1 The following modifications shall be made to 1.01 A; Delete 1.01 A. 19. and insert the following: 19. Engineer--The word “Engineer” in these specifications shall be understood as the Owner’s representative that has been authorized to act in that particular position. The engineer , shall assist the Owner’s during the Pre-Construction Conference, Visits to Site and Observations of Construction, Shop Drawings and Samples, Applications for Payment, and coordination with other Owner’s representatives. The engineer’s responsibility is limited to those tasks delineated in the Engineer’s contract with the Owner. Insert the following in 1.01 A as definition number 28. Renumber the definitions to reflect the change (ie, “Modification” is number 28; 28 is 29; etc.): 28. MODIFICATION - (a) Written Amendment; (b) Change Order; (c) Field Order; (d) Work Change Directive Add the following to 1.01 A. 47. Where in the Bonds and elsewhere in the contract, the terms “Special Provisions”, and “Special Conditions” appear they shall be read to mean “Supplementary Conditions”. SC-2 Delete 1.02 C. and insert the following: C. Day 1. A “calendar day” shall be a day of twenty-four hours measured from midnight to the next midnight, and is any day of the year, no days being excepted”. 2. A “working day” shall be a day, not including Saturdays, Sundays or any of the following holidays: New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, in which weather or other conditions not under the control of the Contractor will permit construction of the principal units of the work for a period of not less than seven hours between 7:00 a.m. and 6:00 p.m. SC-3 Delete Paragraph 2.05 A. of the General Conditions in its entirety and insert the following in its place: A. Contractor’s Review of Construction Documents: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any work affected thereby. In the event of a conflict in the Drawings, Specifications, or other portions of the Contract Documents which were not reported prior to the solicitation of the Contract, the Contractor shall be deemed to have included the most expensive in his proposal.” SC-4 Delete Paragraph 3.01 B. of the General Conditions in its entirety and insert the following in its place: C. Evidence of Insurance: Before any Work at the Site is started, Contractor shall deliver to the Owner, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance which Owner or any additional insured may reasonably request) which Contractor is required to purchase and maintain in accordance with Article 5. SC-5 Amend Paragraph 2.07 A. by adding the following: Such acceptance of the contract completion schedule in no way affects the Contract Times. SC-6 Add a new paragraph immediately after paragraph 2.07 of the General Conditions which is to read as follows: 2.08 Change in Contract Time A. The Contract Times may be changed only as set forth in Article 12 of the General Conditions, and a progress schedule shall not constitute a change in the Contract Times. SC-7 Amend Paragraph 3.01 A. by adding the following: The title and headings contained in the contract documents and the subject organization are used only to facilitate reference, and in no way define or limit the scope of intent of any of the provisions of this contract. SC-8 Add to paragraph 3.01 D. The Contract Documents comprise the entire Agreement between Owner and Contractor. The Contract Documents may be altered only by a Modification. SC-9 Amend paragraph 3.03. A.3. of the General Conditions by striking out the following words: "that Contractor shall not be liable to Owner or Engineer for failure to report any such conflict, error, ambiguity or discrepancy unless Contractor knew or reasonably should have known thereof." and add the following: In the event of a conflict in the Drawings, Specifications, or other portions of the Contract Documents which were not reported prior to the solicitation of the Contract, the Contractor shall be deemed to have included the most expensive in his proposal. SC-10 Delete Paragraph 4.02 of the General Conditions in its entirety and insert the following in its place: 4.02 Examination of Plans, Specifications and Site of the Work A. Respondents are advised that the plans, specifications and other documents listed in Paragraph 4.02 C shall constitute all the information which the Owner shall furnish. Respondents are required, prior to submitting any proposal, to review the plans and read the specifications, proposal, contract and bond forms carefully; to visit the site of the work; to examine carefully local conditions; to inform themselves by their independent research, tests and investigations of the difficulties to be encountered and judge for themselves the accessibility of the work and all attending circumstances affecting the cost of doing the work or time required for its completion; and to obtain all information required to make an intelligent proposal. B. No information given by the Owner or any official thereof, other than that shown on the plans and contained in the specifications, proposals and other contract documents, shall be binding upon the Owner. Respondent shall rely exclusively upon their own estimates, investigations, tests and other data which are necessary for full and complete information upon which the proposal may be based. Any respondent, by submitting his proposal, represents and warrants: that he has prepared his proposal in accordance with the specifications, with full knowledge and understanding of the terms and provisions thereof, that he has reviewed, studied and examined the solicitation documents prior to the signing and submission of same; and that he was cognizant of the terms of his proposal, verified his calculations and found them to be correct and agrees to be bound thereby. SC-11 Delete Paragraphs 4.03 and 4.04. of the General Conditions in their entirety. SC-12 Deleted Intentionally. SC-13 Delete Paragraph 5.02 A. of the General Conditions in its entirety and insert the following in its place: 5.02 Licensed Sureties and Insurers A. All Bonds and insurance required by the Contract Documents to be purchased and maintained by Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue Bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. SC-14 Delete Paragraph 5.03 B.: SC-15 The limits of liability for the insurance required by Paragraph 5.04 of the General Conditions shall provide as a minimum the coverage indicated in the document entitled “City of Denton Insurance Requirements for Contractors” that follows these Supplementary Conditions and not less than the amounts required by Laws and Regulations. SC-16 Amend paragraph 5.04 B.7. by changing “two years” to “three years”. SC-17 Delete Paragraph 5.06 A. of the General Conditions in its entirety and insert the following in its place: A. Contractor shall purchase and maintain property insurance upon the work at the site on a replacement cost basis with a limit not less than 100% of the Project’s replacement value thereof (subject to such deductible amounts as may be provided in these Supplementary Conditions or required by Laws and Regulations). This limit should include “soft cost,” or expenses relating to the construction project(s) over and above those costs which would have been incurred if there had been no loss. These soft costs should include, but not be limited to, interest, additional taxes, advertising/promotional expenses, additional commissions, loss of rents, architects or Engineering fees. This insurance shall: 1. include the interests of Owner, Contractor, SubContractors, Engineer, Engineer's Consultants and any other persons or entities identified in paragraph 5.04 B.1 (SC-15) of these Supplementary Conditions, each of whom shall have an insurable interest and shall be listed as an additional insured; 2. be written on a Builder's Risk "all risk" or open peril or special causes of loss policy form that shall at least include insurance for physical loss and damage to the Work, temporary buildings, false work and Work in transit and shall insure against at least the following perils; fire lightning, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws and Regulations, water damage, and such other causes of loss as may be specifically required by the Supplementary Conditions; 3. include expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of Engineers and architects); 4. cover materials and equipment in transit to the Project site, and materials that the Contractor has taken possession of whether stored at the Project site; 5. allow for Partial Utilization of the Work by Owner; 6. include testing and startup; and 7. be maintained in effect until final payment is made unless otherwise agreed to in writing by Owner, Contractor, and Engineer with thirty days written notice to each other additional insured to whom a certificate of insurance has been issued. The policies of insurance required to be purchased and maintained by Contractor in accordance with this paragraph 5.06 shall comply with the requirements of paragraph 5.06 C. SC-18 Delete Paragraph 5.06 B. of the General Conditions in its entirety and insert the following in its place: B. Contractor shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of Owner, Contractor, SubContractors, Engineer, Engineer's Consultants and any other persons or entities identified in paragraph 5.04 B.1 (SC-15) of these Supplementary Conditions, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured. SC-19 Amend paragraph 5.06 C by revising the last sentence to add the following: and will contain a waiver of subrogation by the insurance company against the Owner and each additional insured. SC-20 Delete Paragraph 5.06 D. of the General Conditions in its entirety and insert the following in its place: D. Owner shall not be responsible for purchasing and maintaining any insurance to protect the interest of the Contractor, SubContractors, or others in the Work. The stated limits of insurance required are minimum only. Contractor shall determine the limits that are adequate. These limits may be basic policy limits or any combination of basic limits and umbrella limits. In any event, Contractor is fully responsible for all losses arising out of, resulting from or connected with operations under this contract whether or not said losses are covered by insurance. The acceptance of certificates or other evidence of insurance by the Owner, Engineer, and/or others listed as additional insured in Paragraph 5.04 B.1 (SC-15) that in any respect do not comply with the Contract requirements does not release the Contractor from compliance herewith. SC-21 Delete Paragraph 5.06 E. of the General Conditions in its entirety. SC-22 Delete Paragraph 5.07 of the General Conditions in its entirety. SC-23 Delete Paragraph 6.05. A. of the General Conditions in its entirety and insert the following in its place: 6.05 Substitutes and “Or Equals” A. Where equipment and products are specified by name, no substitutes or “or-equal” will be considered or approved unless the term “or-equal” is included in the acceptable manufacturer section of that Specification. 1. If substitutes or “or equals” are specifically permitted for consideration by the individual Specifications, they must be submitted and will be reviewed and evaluated in accordance with the provisions established in General Condition paragraph 6.05 and in Division 1 of the Specifications. Any determination made by the Engineer is subject to the review and approval of the Owner and the Owner’s determination shall be final. SC-24 Amend paragraph 6.05 B. by changing the reference in the last sentence from 6.05.A.2 to 6.05.A.1 SC-25 Amend paragraph 6.05 C. by deleting the third sentence and replacing it with the following sentence: No “or-equal” or substitute will be ordered, installed or utilized until Engineer’s review is complete, which will be evidenced by either a Change Order or Field Order. SC-26 Amend paragraph 6.05 E. by changing the reference in the first sentence from 6.05.A.2 to 6.05.A. In addition, amend paragraph 6.05 E. by deleting the word “substitute” in all locations and replacing it with the phrase “substitute or “or-equal””. SC-27 Amend paragraph 6.06 A. by adding the following to the last sentence: unless called for in the Contract Documents. SC-28 Add the following text at the end of 6.06 Concerning SubContractors, Suppliers, and Others, Part G: No work may be performed by any SubContractor until the Contractor executes a subcontract with SubContractor which, as provided in this paragraph, expressly incorporates the provisions of the contract documents as binding on and applying to the SubContractor insofar as they are applicable to the work performed by the SubContractor. The Contractor shall provide written documentation to the Owner which indicates the name of the SubContractor, the date the subcontract was executed and the value of the executed subcontract. No work may be performed by any SubContractor until the written documentation is provided following execution of the subcontract. The Contractor also must provide written notification of any amendment or changes in any subcontract value. SC-29 Add a new paragraph immediately after paragraph 6.06 G of the General Conditions which is to read as follows: H. Owner or Engineer may furnish to any such SubContractor, Supplier, or other person or organization, to the extent practicable, information about amounts paid to Contractor in accordance with Contractor 's Application for Payment on account of the particular SubContractor's, Supplier's, other person's or other organization's Work. SC-30 Add a new paragraph immediately after paragraph 6.08 A of the General Conditions which is to read as follows: In accordance with the Federal Water Pollution Control Act, 33 U.S.C. Para. 1251-1387 (1990), also known as the Clean Water Act, as amended in 1987 and codified at 40 C.F.R. Part 122, the Contractor shall be required to obtain a stormwater discharge permit for construction activity from the United States Environmental Protection Agency (EPA). Under current regulations, construction activities including clearing, grading and excavation, must be permitted for storm water discharge unless the operations result in the disturbance of less than five acres total land areas which are not part of a larger common plan of development. The Contractor is required to submit a Notice of Intent (NOI) for stormwater discharges associated with industrial activity under the NPDES General Permit with EPA at least two days prior to the date on which construction is to commence. In addition the Contractor shall prepare and retain on-site a Stormwater Pollution Prevention Plan in accordance with EPA requirements. SC-31 Add a new paragraph immediately after paragraph 6.09 C. of the General Conditions which is to read as follows: D. All respondents are required to complete and submit with their proposal, the Vendor Compliance to State Law form, which follows the proposal. SC-32 Add the following language at the end of the first sentence of paragraph 6.10 A. of the General Conditions: The Owner qualifies as an exempt agency as defined by the statutes of the State of Texas. The Contractor shall comply with all statutes and rulings of the State Comptroller. SC-33 Add the following sentence to paragraph 6.12 of the General Conditions: Drawings submitted upon completion of the project will be submitted by the Contractor on full size set of construction plans. SC-34 Revise paragraph 6.13.A.3 of the General Conditions to read as follows: other property at the site or adjacent thereto, including trees, shrubs, lawns, lawn irrigation systems,..... Add the following paragraphs to Article 6.13.B of the General Conditions: The Contractor shall comply with the provisions of the Occupational Safety and Health Act of 1970, and the standards and regulations issued thereunder and warrant that all work, materials, and products furnished under this contract will conform to and comply with said standards and regulations which are in existence on the date of this contract. The Contractor further agrees to indemnify and hold harmless the Owner and the Engineer for all damages suffered by the Owner and the Engineer as a result of the Contractor's failure to comply with the Act and the Standards issued thereunder and for the failure of any material and/or equipment furnished under this contract to so comply. The Contractor shall also comply with all pertinent provisions of the "Manual of Accident Prevention in Construction" issued by the Associated General Contractors of America, Inc., if not in conflict with those of the Occupational Safety and Health Act of 1970 and shall maintain an accurate record of all cases of death, occupational disease, and injury requiring medical attention or causing loss of time from work, arising out of and in the course of employment or work under the contract. The Contractor alone shall be responsible for the safety, efficiency, and adequacy of his equipment and employees, and for any damage which may result from their failure or their improper construction, maintenance or operation. Per Texas House Bill 1569 effective as of September 1, 1989, it shall be the responsibility of the Contractor to provide and maintain a viable trench safety system at all times during construction activities. The Contractor is directed to become knowledgeable and familiar with the standards as set forth by the Occupational Safety and Health Administration (OSHA) for trench safety that will be in effect during the period of construction of the project and the contract is responsible for conforming to such regulations as prescribed by OSHA standards. A solicitation item for trench excavation safety protection and shoring is included in the proposal. SC-35 Amend paragraph 6.16 by revising the last sentence to read: If Engineer determines that the incident giving rise to the emergency action was not the responsibility of the Contractor and that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. SC-36 Delete Paragraph 6.17. C. 2. of the General Conditions in its entirety and insert the following in its place: 2. All Shop Drawings shall be in strict compliance with the Contract Documents. The Contractor may seek a deviation by requesting a Modification. All approved Written Amendments, Change Orders, Field Orders and/or Work Change Directives shall be incorporated into the Shop Drawings. The Contractor may submit a Shop Drawing or sample that varies from compliance with the Contract Documents providing the submittal is accompanied by a Shop Drawing Deviation Request. If the proposed Modification is approved by the Engineer, the submittal will be considered to be in strict compliance with the Contract Documents and it will be reviewed in accordance with the Contract Documents. If the proposed Modification is not approved, the submittal will be returned to the Contractor with appropriate comments. All Shop Drawings shall bear a duly executed statement by the Contractor as set forth hereinunder. THIS SHOP DRAWING HAS BEEN REVIEWED AND DETERMINED TO BE IN ( COMPLIANCE ( COMPLIANCE SUBJECT TO APPROVAL OF ATTACHED CHANGE ORDER/FIELD ORDER AND WITH THE CONTRACT DOCUMENTS AS MODIFIED BY ADDENDA, CHANGE ORDER AND FIELD ORDER. CONTRACTOR __________________________ BY ____________________________________ DATE __________________________________ THIS SHOP DRAWING HAS BEEN REVIEWED AND DETERMINED TO BE IN ( COMPLIANCE ( COMPLIANCE SUBJECT TO APPROVAL OF ATTACHED CHANGE ORDER/FIELD ORDER AND WITH THE CONTRACT DOCUMENTS AS MODIFIED BY ADDENDA, CHANGE ORDER AND FIELD ORDER. CONTRACTOR __________________________ BY ____________________________________ DATE __________________________________ SC-37 Delete Paragraph 6.17 C. 3. of the General Conditions in its entirety and insert the following in its place: 3. The Contractor may submit a Shop Drawing or Sample that varies from strict compliance with the Contract Documents providing the submittal is accompanied by a proposed Change Order or Field Order. If the proposed Change Order or Field Order is approved by the Engineer, the submittal will be considered in strict compliance with the Contract Documents. Submittals under this provision shall bear a duly executed statement by the Contractor as set forth in paragraph 6.17 C.2. as modified in these Supplementary Conditions. If the proposed Change Order or Field Order is approved by the Engineer, the submittal will be reviewed in accordance with the Contract Documents. If the Change Order or Field Order is not approved, the submittal will be returned to the Contractor with appropriate comments. SC-38 Delete the following from 6.17 D.3. “unless Contractor has in writing called Engineer’s attention to each such variation at the time of each submittal as required by paragraph 6.17 C.3. and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample approval” SC-39 Delete the last sentence in paragraph 6.17 E. The following shall be added: All resubmittals shall be in strict compliance with the Drawings, Specifications and Contract Documents, and only the changes permitted from the prior submittal shall be modifications or additional information addressing specifically the Engineer’s previous comments. SC-40 Delete the following from paragraph 6.18 - “or as Owner and Contractor may otherwise agree in writing.” Add the following language at the end of the second sentence of paragraph 6.18 of the General Conditions: Contractor assumes and bears responsibility for all costs and time delays associated with any variation from the requirements of the Contract Documents. SC-41 Delete the following from paragraph 6.20. –“but only to the extent caused b any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work or anyone for whose acts any of the may be liable” replace with the following language: IS CAUSED IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF CONTRACTOR, ANY SUBCONTRACTOR, ANY SUPPLIER, OR ANY INDIVIDUAL OR ENTITY DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM TO PERFORM ANY OF THE WORK OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE, REGARDLESS OF WHETHER OR NOT CAUSED IN PART BY ANY NEGLIGENCE OR OMISSION OF AN INDIVIDUAL OR ENTITY INDEMNIFIED HEREUNDER OR WHETHER LIABILITY IS IMPOSED UPON SUCH INDEMNIFIED PARTY BY LAWS AND REGULATIONS REGARDLESS OF THE NEGLIGENCE OF ANY SUCH INDIVIDUAL OR ENTITY. SC-42 Add the following paragraph after Paragraph 6.21 Delegation of Professional Design Services: 6.22 Performance of Work by the Contractor Contractor Participation: Except as otherwise provided, the Contract shall perform no less than 25 percent (25%) of the work with his own organization. The on-site production of materials produced by other than the Contractor’s forces shall be considered as being subcontracted. If, during the progress of work hereunder, the Contractor requests a reduction in such participation percentage and the Owner determines that it would be to the Owner’s advantage, the percentage of work required to be performed by the Contractor may be reduced; provided, written approval of such reduction is obtained by the Contractor from the Owner. SC-43 Delete Paragraph 8.01 of the General Conditions in its entirety and insert the following in its place: 8.01 Communications to Contractor. A. Owner will issue project communications related to the administration of the Construction contract through the Engineer. SC-44 Delete Paragraph 8.02 A of the General Conditions in its entirety and insert the following in its place: A. In the case of termination of the employment of the Engineer, Owner will notify the Contractor of their intent to appoint a different Engineer to the Project. Contractor may voice any objections with regard to the Owner’s replacement Engineer within a reasonable time set by the Owner and Owner will take these objections (if any) into consideration before appointing the new Engineer. SC-45 Amend Paragraph 8.09 A. by adding the following: Any failure or neglect on the part of Owner, or Engineer to enforce provisions herein dealing with supervision, control, inspection, testing or acceptance and approval of the work shall never operate to relieve Contractor from full compliance with the contract documents nor render Owner liable to Contractor for money damages, extensions of time or increased compensation of any kind. SC-46 Delete paragraph 8.10 in its entirety. SC-47 Delete Paragraph 9.01 of the General Conditions in its entirety and insert the following in its place: 9.01 Authority of Engineer A. Engineer is the Owner’s representative during the construction period. However, any determination made by the Engineer is subject to the review and approval of the Owner and the Owner’s determination shall be final. SC-48 Delete Paragraph 9.03 of the General Conditions in its entirety and insert the following in its place: 9.03 Project Representative A. The Owner may elect to have a Resident Project Representative on the Site. The Owner may also have an assistant Resident Project Representative on the Site that will report directly to the Resident Project Representative. The duties, responsibilities and the limitations of authority of the Resident Project Representative, and designated assistants, are as follows: 1. Resident Project Representative is the Owner’s agent at the site, will act as directed by and under the supervision of the Owner, and will confer with Owner regarding Resident Project Representative's actions. Resident Project Representative's dealings in matters pertaining to the on-site Work shall in general be with either the Owner and Contractor, keeping all parties advised as necessary. Resident Project Representative's dealings with SubContractors shall only be through or with full knowledge and approval of Contractor. Resident Project Representative shall generally communicate with Owner with the knowledge of and under the direction of Owner. B. Duties and Responsibilities of Resident Project Representative and designated assistants: 1. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedules of values prepared by Contractor and consult with Owner concerning acceptability. 2. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Liaison: a. Serve as Owner’s liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of Contract Documents; and assist Engineer in serving as Owner's liaison with Contractor when Contractor's operations affect Owner's on-site operations. b. Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. 4. Shop Drawings and Samples: a. Record date of receipt of Shop Drawings and Samples. b. Receive Samples which are furnished at the Site by Contractor, and notify Owner of availability of Samples for examination. c. Advise Owner and Contractor of the commencement of any Work requiring a Shop Drawing or Sample if the submittal has not been approved by Owner or Engineer. 5. Review of Work, Rejection of Defective Work, Inspections and Tests: a.. Conduct on-site observations of the Work in progress to determine if the Work is in general proceeding in accordance with the Contract Documents. b. Report to Owner whenever Resident Project Representative believes that any Work will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise Owner of Work the Resident Project Representative believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. c. Verify that tests, equipment and systems start-up and operating and maintenance training are conducted in the presence of appropriate personnel, and the Contractor maintains adequate records thereof; and observe, record and report to Owner appropriate details relative to the test procedures and start-ups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to Owner. 6. Interpretation of Contract Documents: Report to Owner when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by Owner. 7. Request for Revisions: Consider and evaluate Contractor's suggestions for revisions to Drawings or Specifications and report with Resident Project Representative's recommendations to Owner. Transmit to Contractor in writing decisions as issued by Owner. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and Samples, reproductions of original Contract Documents, including all Work Change Directives, Addenda, Change Orders, Field Orders, Written Amendments, additional Drawings issued subsequent to the execution of the Contract, Owner’s clarifications and interpretations of the Contract Documents, progress reports, submittals and correspondence received from and delivered to Contractor and other Project related documents. 9. Reports: a. Furnish to Owner periodic reports as required of progress of the work and of Contractor's compliance with the progress schedule and schedule of Shop Drawings and Sample submittals. b. Consult with Owner in advance of scheduled major tests, inspections or start of important phases of the Work. c. Draft proposed Written Amendments, Change Orders and Work Change Directives, obtaining backup material from Contractor and recommend to Owner Written Amendments, Change Orders, Work Change Directives, and Field Orders. d. Report immediately to Owner the occurrence of any accident. 10. Payment Requests: Review Applications for Payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Owner, noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment at the Site but not incorporated in the Work. 11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to Owner for review and forwarding to Owner prior to final payment for the Work. 12. Completion: a. Before Owner issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring completion or correction. b. Observe whether Contractor has performed inspections required by laws or regulations, ordinances, codes or order applicable to the Work, including but not limited to those to be performed by public agencies having jurisdiction over the Work. c. Conduct a final inspection in the company of Owner and Contractor and prepare a final list of items to be completed or corrected. d. Observe whether all items on final list have been completed or corrected and make recommendations to Owner concerning acceptance. C. Limitations of Authority of Resident Project Representative and designated assistants: 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or-equal" items), unless authorized by Owner. 2. Shall not exceed limitations of Owner’s authority as set forth in Agreement or the Contract Documents. 3. Shall not undertake any of the responsibilities of Contractor, SubContractor, Suppliers, or Contractor's superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work or any activities or operations of Owner or Contractor. 6. Shall not accept shop drawing or sample submittals from anyone other than the Contractor. 7. Shall not participate in specialized field or laboratory tests or inspections conducted by others, except as specifically authorized by Owner. SC-49 Delete Paragraph 9.04 of the General Conditions in its entirety and insert the following in its place: 9.04 Authorized Variations in Work A. Engineer may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order. The Contractor shall notify the Engineer in writing prior to beginning any Work addressed in a Field Order if the Contractor does not agree that the Work involved represents no additional cost and/or time change in the Contract Documents. SC-50 Delete Paragraph 9.07 of the General Conditions in its entirety and insert the following in its place: 9.07 Determinations for Unit Price Work A. 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 is subject to the review and approval of the Owner and the Owner’s determination shall be final as provided in 9.01 A. SC-51 Delete Paragraph 9.08 of the General Conditions in its entirety and insert the following in its place: 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes, and other matters relating to the acceptability of the Work, the quantities and classifications of Unit Price Work, the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work, and Claims seeking changes in the Contract Price or Contract Times will be referred initially to Engineer in writing, in accordance with the provisions of paragraph 10.05, with a request for a formal decision. Engineer’s formal decision thereon is subject to the review and approval of the Owner and the Owner’s determination shall be final as provided in paragraph 9.01A B. The rendering of a decision by Engineer pursuant to this paragraph 9.09 and the review and final decision by Owner thereof, with respect to any such claim, dispute, or other matter (except any which have been waived by the acceptance of final payment as provided in paragraph 14.07) will be a condition precedent to any exercise by Contractor of any rights or remedies it may otherwise have under the Contract Documents or by Laws or Regulation in respect to any such claim, dispute, or other matter. SC-52 Delete Paragraph 10.05 of the General Conditions in its entirety and insert the following in its place: 10.05 Claims A. Notice: Written notice stating the general nature of each Claim, dispute, or other matter shall be delivered by the claimant to Engineer promptly (but in no event later than 7 days) after the start of the event giving rise thereto. Notice of the amount or extent of the Claim, dispute, or other matter with supporting data shall be delivered to the Engineer within 30 days after the start of such event (unless Engineer allows additional time for claimant to submit additional or more accurate data in support of such Claim, dispute, or other matter). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of paragraph 12.01.B. A Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of paragraph 12.02.B. Each Claim shall be accompanied by claimant's written statement that the adjustment claimed is the entire adjustment to which the claimant believes it is entitled as a result of said event. B. Engineer will issue a written recommendation to the Owner in writing within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. C. If Engineer does not issue a written recommendation within the time stated in paragraph 10.05.B, a decision denying the Claim in its entirety shall be deemed to have been issued 31 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. D. No Claim for an adjustment in Contract Price or Contract Times (or Milestones) will be valid if not submitted in accordance with this paragraph 10.05. SC-53 Add the following paragraph after Paragraph 10.05 Claims, Part B Notice: C. Subcontractor claims, Duty of Contractor As provided in paragraph 6.06 G, the provisions of the contract documents are binding on and apply to SubContractors insofar as they are applicable to the work performed by the SubContractor. This especially includes, without limitation, the terms of the general conditions, and any addendums or supplementary conditions modifying the general conditions. In regard to any claim for additional time, additional compensation, or other damages filed by a SubContractor against the Contractor, the Contractor agrees to thoroughly review and analyze the claim in good faith as to its merits and amount. Contractor also agrees that it will not present or pass the claim through to the Owner as if it were the Contrator’s claim, if the claim is subject to any valid legal or equitable defenses available to either Owner or Contractor under the contract documents, the terms of the subcontract, or applicable statutory or case law, which defenses include, but are not limited to, any and all notice and claim defenses arising under the subcontract or the contract documents. If the SubContractor claim is subject to any valid legal or equitable defense under the contract documents, the subcontract, or applicable statutory or case law, Contractor shall, as a condition precedent to the filing of any claim against the Owner by virtue of any derivative liability of the Owner under the contract documents or applicable law, defend against the invalid SubContractor claim in a court of competent jurisdiction, at Contractor’s sole cost and expense. Failure of Contractor to defend against invalid SubContractor claims as required in this paragraph shall constitute a complete and unequivocal waiver of any right of Contractor to seek reimbursement from Owner. Further, if the Contractor fails to provide the defense required above, Contractor shall be obligated to indemnify and reimburse Owner for all expenses and costs, including but not limited to attorney’s fees and expert witness costs, incurred by Owner in defending any lawsuit based upon a SubContractor claim, in which lawsuit a valid legal or equitable defense was available under the contract documents, the subcontract or applicable statutory or case law. SC-54 In Section 10.05 Claims, revise the existing headings of Paragraphs C, D, E and F to read D, E, F and G. SC-55 Amend paragraph 11.01 A. of the General Conditions by striking out the following words in the third sentence: "those prevailing in the locality of the Project, shall include only the following items, and shall not include any of the costs itemized in paragraph 11.01 B." and adding the following: "those paid for the Work included in the Contract Price, shall include only the following items, and shall not include any of the costs itemized in paragraph 11.01 B. Contractor shall provide certified payroll records listing personnel classifications and salaries for all individuals involved in additional Work. Salaries for those not included in the certified payroll will be considered as being compensated under paragraph 11.01 B.”. SC-56 Amend paragraph 11.01 A.1 of the General Conditions by striking out the following words in the second sentence: "without limitation superintendents, foreman" and adding the following: "one foreman (unless agreed upon prior to beginning Work). Amend paragraph 11.01 A.1 of the General Conditions by striking out the following words in the last sentence: "be included in the above" and adding the following: "not exceed 1.5 times regular pay and shall be included in the above" SC-57 Amend paragraph 11.01 B.1 by adding the following to the list of excluded personnel in the first sentence: Superintendents SC-58 Amend paragraph 11.01 D. by modifying the sentence to read as follows; “..... and submit in a form and at intervals acceptable to Engineer ...” SC-59 Delete Paragraph 11.03 C. of the General Conditions in its entirety and insert the following in its place: C. The unit price of an item of Unit Price Work shall be subject to reevaluation and adjustment in accordance with paragraph 10.05 under the following conditions: 1. if the total cost of a particular item of Unit Price Work amounts to twenty percent (20%) or more of the Contract Price and the variation in the quantity of that particular item of Unit Price Work performed by the Contractor differs by more than twenty percent (20%) from the estimated quantity of such item indicated in the Agreement; and 2. if there is not corresponding adjustments with respect to any other item of Work; and 3. if Contractor believes that Contractor has incurred additional expense as a result thereof; or if Owner believes that the quantity variation entitles Owner to an adjustment in the Unit Price, either the Owner or Contractor may make a claim for an adjustment in the Contract Price in accordance with Article 11.01 if the parties are unable to agree as to the effect of any such variation in the quantity of the Unit Price Work performed. SC-60 Add new paragraph following 11.03 11.04 No Claims for Delays A. The Contractor agrees to make no claims for damage for delay in the performance of the Contract occasioned by any act or omission to act of the Owner, Engineer, or any of the Engineer’s or Owner’s agents, and agrees that any such claim shall be fully compensated by an extension of time, as set forth in a Change Order, to complete performance of the work as provided herein. SC-61 Delete Paragraph 12.01 A. of the General Conditions in its entirety and insert the following in its place: A. The Contract Price may only be changed by a Change Order or Written Amendment. Any claim by Contractor for an adjustment in the Contract Price shall be in writing to the Engineer and will be processed in accordance with Article 10 hereof. SC-62 Delete Paragraph 12.02 A. of the General Conditions in its entirety and insert the following in its place: A. The Contract Times (or Milestones) may only be changed by a Change Order or Written Amendment which shall be processed in accordance with Article 10 hereof. SC-63 Amend paragraph 12.03 A. by deleting “abnormal weather condition.” Add following: No time extension will be allowed for weather conditions. SC-64 Add the following paragraph to 13.03.B of the General Conditions: 13.03.B.3 for tests or inspections resulting from failure of initial test and inspections. The Contractor shall be responsible for payment of these tests and inspections. Add the following to 13.03 of the General Conditions: During the progress of the work, all materials, equipment and workmanship shall be subjected to such inspections and tests as will assure conformance with the contract requirements. Inspections and tests as required will be performed by an independent testing laboratory approved by the Owner and paid for by the Contractor. All inspection and testing reports shall be furnished to the Owner and the Engineer as they are completed. The Contractor shall be responsible for coordination of all testing. The Owner shall have the right to perform additional testing by its own testing laboratory if it desires. The Contractor shall furnish at his expense all necessary specimens and samples for such additional testing. Any test results by the Owner or his representative not meeting the specifications will require additional tests and inspections paid for by the Contractor. The Engineer will determine the additional testing and extra inspection required to obtain substantial conformance with the Contract. In the event materials, construction items or products incorporated in the work fail to satisfy the minimum requirements of the initial test, appropriate additional tests shall be made as directed by the Owner to determine the extent of the failure and to verify that the corrective measures have brought the item up to specification requirements. The cost of all testing necessary to determine the extent of the failure and the adequacy of the corrective measures shall be the responsibility of the Contractor. Tests, unless otherwise specified, shall be made in accordance with the latest methods of the American Society for Testing and Materials. The Contractor shall provide such facilities as the Owner may require for collecting and forwarding samples and shall not use the materials represented by the samples until tests have been made. The Contractor shall furnish adequate samples without charge. The inspections and tests made by the Owner, its inspectors or agents shall ordinarily be made without cost to the Contractor unless otherwise expressly specified in the contract documents. The Contractor shall furnish without additional cost to the Owner such materials for testing as may be reasonably necessary. Retesting after failure to pass tests shall be at the expense of the Contractor. Should the percentage of rejected material or equipment be unreasonably large, the additional cost of such inspections and tests resulting therefrom shall be borne by the Contractor. The Owner shall judge what is extra inspection and shall determine the additional cost thereby and payable by the Contractor. SC-65 Delete Paragraph 13.04 of the General Conditions in its entirety and insert the following in its place: 13.04 Uncovering Work A. If any Work is covered contrary to the request of Engineer, it must, if requested by Engineer, be uncovered for Engineer’s observation and replaced at Contractor’s expense. B. In circumstances different from 13.04 A above, if Engineer considers it necessary or advisable that covered Work be observed by the Engineer or inspected or tested by others, Contractor at Engineer’s request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective, Contractor shall pay all Claims, costs, losses, and damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price. SC-66 Add the following to paragraph 13.07 A.: When early acceptance of a Substantially Completed portion of the Work is accomplished in the manner indicated, the correction period for that portion of the Work shall commence at the time of substantial completion of that Work. SC-67 Delete Paragraph 13.08 A. of the General Conditions in its entirety and insert the following in its place: A. If, instead of requiring correction or removal and replacement of defective Work, Owner (and, prior to Engineer’s recommendation of final payment, Engineer) prefers to accept it, Owner may do so. Contractor shall pay all Claims, costs, losses, and damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner’s evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness) and the diminished value of the Work to the extent not otherwise paid by Contractor pursuant to this sentence. If any such acceptance occurs prior to Engineer’s recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. SC-68 Delete Paragraph 13.09 C. of the General Conditions in its entirety and insert the following in its place: C. All Claims, costs, losses, and damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) incurred or sustained by Owner in exercising the rights and remedies under this paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and Owner shall be entitled to an appropriate decrease in the Contract Price. 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. SC-69 Delete paragraph 14.01 of the General Conditions in its entirety and replace with the following paragraph: The schedule of values submitted as provided in paragraph 2.05.B.3 will serve as the basis for progress payments, subject to acceptance by Engineer, 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. Contractor shall submit a detailed schedule of values of the work to be performed on the project in conformance with Section 01310 Schedules, Reports and Payments. SC-70 Delete Paragraph 14.02 A.3. of the General Conditions in its entirety and insert the following in its place: 3. The amount of retainage with respect to progress payments will be five percent (5%) of the total amount of completed Work and properly stored materials on hand. In addition to the amount retained above, the Owner may retain additional amounts as set forth elsewhere in the Contract Documents. SC-71 Amend the first sentence of paragraph 14.02 C.1. to read as follows: “Thirty (30) days after presentation of the Application for Payment to Owner ....” SC-72 Delete 14.02 D. 1. d. Add new paragraphs immediately after paragraph 14.02 D.1.c. of the General Conditions which are to read as follows: d. Owner has been notified of Contractor’s failure to make payments to SubContractors or Suppliers or for labor; e. Contractor’s failure to submit up-to-date record documents as required by GC-6.12; f. Contractor’s failure to submit monthly progress schedule updates or revised schedules as requested by the Owner or Engineer; g. Contractor’s failure to provide Project photographs required by Specifications; h. Unsatisfactory progress of the work not caused by conditions beyond the Contractor’s control; i. Contractor’s failure to carry out instructions of the Owner or his representative; j. Owner has a reasonable doubt that the contract can be completed for the balance then unpaid; k. Damage to another Contractor; l. Claim filed by or against Contractor or reasonable evidence indicating probable filing of claims; or m. Owner has actual knowledge of the occurrence of any of the events enumerated in paragraphs 14.02.B.5.a through 14.02.B.5.l or paragraph 15.02.A. SC-73 Add a new paragraph immediately after 14.02 D. 3. 4. Owner may permanently withhold payment from Contract Price for a. liquidated damages incurred by Contractor, or b. compensation for Engineer for overtime charges of Resident Project Representative, third review of submittals, review of substitutions, re-inspection fees, inspections or designs related to correction of defective Work, or other Services identified as requiring payment by the Contractor. c. Costs for tests performed by the Owner to verify that work previously tested and found to be defective has been corrected. Verification testing is to be provided at the Contractor's expense to verify products or constructed works are in compliance after corrections have been made. SC-74 Delete Paragraph 14.04 of the General Conditions in its entirety and insert the following in its place: 14.04 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 (except for items specifically listed by Contractor as incomplete) and request that Engineer issue a certificate of Substantial Completion. Promptly thereafter, Owner, Contractor, and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. If Engineer considers the Work substantially complete, Engineer will prepare and deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. Owner will thereafter review the tentative certificate of Substantial Completion and make a final determination as to substantial completion which will be communicated to the Contractor in writing within 20 days after receipt of the tentative certificate. SC-75 Delete Paragraph 14.07 A.1. of the General Conditions in its entirety and insert the following in its place: A. Application for Payment 1. After Contractor has satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance certificates of inspection, marked up record documents (as provided in paragraph 6.12), and other documents, Contractor may make application for final payment following the procedure for progress payments. SC-76 Add the following after paragraph 14.07 C. In the event the Contractor fails to attain Substantial Completion of the entire Project (all contract line items except final clean-up) within the Contract Time, the Owner may withhold money permanently from the Contractor's total compensation a sum of $1,500 per day as liquidated damages and for added expenses including Engineering services, etc. In the event the Contractor fails to attain Final Completion of the entire Project (all contract line items) within the Contract Time, the Owner may withhold money permanently from the Contractor's total compensation a sum of $1,500 per day as liquidated damages and for added expenses including Engineering services, etc. The Owner will be the sole judge as to whether the work has been completed within the allotted time. Accordingly, it is agreed and understood that said amount is to be assessed by the Owner, not as a penalty, but as a predetermined and agreed upon liquidated damage. Additionally, assessment of liquidated damages by the Owner shall not constitute a waiver of the Owner’s right to sue and collect additional damages which Owner may sustain by the failure of the Contractor to perform in accordance with the terms of its Contract. SC-77 Delete Paragraph 14.08. of the General Conditions in its entirety and insert the following in its place: 14.08 Final Completion Delayed A. If after Substantial Completion of the Work final completion thereof is materially delayed though, no fault of the Contractor, and the Engineer so confirms, Owner, upon certification by Engineer, and without terminating the Agreement, may make payment of all or a portion of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for the Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished as required in Paragraph 5.01, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to Engineer prior to certifications of such payment. Such payment, if approved, shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. SC-78 Delete Paragraph 14.09. of the General Conditions in its entirety and insert the following in its place: 14.09 Waiver of Claims A. The acceptance of final payment by the Contractor shall constitute a waiver of all claims by Contractor against Owner. SC-79 Delete Paragraph 15.01 of the General Conditions in its entirety and insert the following in its place: 15.01 Owner's Right to Temporarily Suspend Work A. Reasons for Suspension. The Owner shall have the right by written order to temporarily suspend the work, in whole or in part, whenever, in the judgment of the Owner, such temporary suspension is required: 1. in the interest of the Owner generally, 2. due to government or judicial controls or orders which make performance of this contract temporarily impossible or illegal, 3. to coordinate the work of separate Contractors at the job site, 4. to expedite the completion of a separate contract even though the completion of this particular contract may be thereby delayed, 5. because of weather conditions unsuitable for performance of the work, or 6. because the Contractor is proceeding contrary to contract provisions or has failed to correct conditions considered unsafe for workmen. B. The written order of the Owner to the Contractor shall state the reasons for suspending the work and the anticipated periods for such suspension. Upon receipt of the Owner's written order, the Contractor shall suspend the work covered by the order and shall take such means and precautions as may be necessary to properly protect the finished and partially finished work, the unused materials and uninstalled equipment, including the providing of suitable drainage about the work and erection of temporary structures where necessary. The Contractor shall not suspend the work without written direction from the Engineer and shall proceed with the work promptly when notified by the Engineer to resume operations. C No additional compensation shall be paid to the Contractor for such suspension under Paragraph 15.01 A.6. above or otherwise where same is caused by the fault of the Contractor. Where such temporary suspension is not due to the fault of the Contractor, he shall be entitled to: 1. An equitable extension of working time for the completion of the work, not to exceed the delay caused by such temporary suspension, as determined by the Owner; and 2. the actual and necessary costs of properly protecting the finished and partially finished work, unused materials and uninstalled equipment during the period of the ordered suspension as determined by the Owner as being beyond the contract requirements, such costs, if any, to be determined on the basis set forth in Article 12 of the General Conditions, and 3. where the Contractor elects to move equipment from the job site and then return it to the site when the work is ordered resumed, the actual and necessary costs of these moves, in an amount determined by the Owner under the provisions of Article 12 of the General Conditions SC-80 Delete Paragraph 15.02 of the General Conditions in its entirety and insert the following in its place: 15.02 Contractor Default: Owner's Right to Suspend Work and Annul Contract A. The work or any portion of the work under contract shall be suspended immediately on written order of the Owner declaring the Contractor to be in default. A copy of such notice shall be served on the Contractor's surety. The contract may be annulled by the Owner for any good cause or causes, among others of which special reference is made to the following: 1. failure of the Contractor to start the work within 10 days from date specified in the written work order issued by the Owner to begin the work; 2. substantial evidence that the progress of the work being made by the Contractor is insufficient to complete the work within the specified working time; 3. failure of the Contractor to provide sufficient and proper equipment, materials or construction forces for properly executing the work; 4. substantial evidence that the Contractor has abandoned the work or discontinuance of the performance of the work or any part thereof and failure to resume performance within a reasonable time after notice to do so; 5. substantial evidence that the Contractor has become insolvent or bankrupt, or otherwise financially unable to carry on the work; 6. deliberate failure on the part of the Contractor to observe any requirements of these specifications or to comply with any orders given by the Engineer as provided for in these specifications; 7. failure of the Contractor to promptly make good any defects in materials or workmanship, or any defects of any nature, the correction of which has been directed in writing by the Owner; 8. substantial evidence of collusion for the purpose of illegally procuring a contract or perpetrating fraud on the Owner in the construction of work under contract; 9. repeated and flagrant violations of safe working procedures; 10. the filing by the Contractor of litigation against the Owner prior to final completion of the work. B. When the work is suspended for any of the causes itemized above, or for any other cause or causes, the Contractor shall discontinue the work or such part thereof as the Owner shall designate, whereupon the surety may either at its option assume the contract or that portion thereof which the Owner has ordered the Contractor to discontinue and perform the same or, with the written consent of the Owner, sublet the same, provided, however, that the surety shall exercise its option within two weeks after the written notice to discontinue the work has been served upon the Contractor and upon the surety or its authorized agents. The surety in such event shall assume the Contractor's place in all respects and shall be paid by the Owner for all work performed by it in accordance with the terms of the contract, but in no event shall such payments exceed the contract amount, regardless of the cost to the surety to complete the work. All monies remaining due the Contractor at the time of his default shall thereupon become due and payable to the surety as the work progresses, subject to all terms of the contract. In case the surety does not, within the hereinabove specified time, exercise its obligation to assume the contract or that portion thereof which the Owner has ordered the Contractor to discontinue, then the Owner shall have the power to complete by contract or otherwise, as it may determine, the work herein described or such part thereof as it may deem necessary; and the Contractor hereto agrees that the Owner shall have the right to take possession of or use any or all of the materials, plant, tools, equipment, supplies and property of every kind provided by the Contractor for the purpose of his work and to procure other tools, equipment and materials for the completion of the same and to charge to the account of the Contractor the expense of said contract for labor, materials, tools, equipment and expenses incident thereto. The expense so charged shall be deducted by the Owner out of such monies as may be due or may at any time thereafter become due the Contractor under and by virtue of the contract or any part thereof. C. The Owner shall not be required to obtain the lowest bid for the work of completing the contract, but the expenses to be deducted shall be the actual cost of such work. In case such expense is less than the sum which would have been payable under the contract if the same had been completed by the Contractor, then in such case the Owner may pay the Contractor the difference in the cost, provided that the Contractor shall not be entitled to any claim for damages or for loss of anticipated profits. D. In case such expense shall exceed the amount which would have been payable under the contract if the same had been completed by the Contractor, the Contractor and his surety shall pay the amount of the excess to the Owner on notice from the Owner for excess due including any costs incurred by the Owner, such as inspection, legal fees and liquidated damages. When any particular part of the work is being carried on by the Owner by contract or otherwise under the provisions of this section, the Contractor shall continue the remainder of the work in conformity with the terms of the contract and in such a manner as not to hinder or interfere with the performance of workmen employed as above provided by the Owner or surety. SC-81 Delete Paragraph 15.03 of the General Conditions in its entirety and insert the following in its place: 15.03 Termination for Convenience of the Owner A. The performance of the work under this contract may be terminated by the Owner in whole or from time to time in part, in accordance with this section, whenever the Owner shall determine that such termination is in the best interest of the Owner. Any such termination shall be effected by mailing a notice of termination to the Contractor specifying the extent to which performance of work under the contract is terminated, and the date upon which such termination becomes effective. Receipt of the notice shall be deemed conclusively presumed and established when the letter is placed in the United States Mail by the Owner. Further, it shall be deemed conclusively presumed and established that such termination is made with just cause as therein stated; and no proof in any claim, demand or suit shall be required of the Owner regarding such discretionary action. B. After receipt of a notice of termination, and except as otherwise directed by the Engineer, the Contractor shall: 1. stop work under the contract on the date and to the extent specified in the notice of termination; 2. place no further orders or subcontracts for materials, services or facilities except as may be necessary for completion of such portion the work under the contract as is not terminated; 3. terminate all orders and subcontract to the extent that they relate to the performance of work terminated by the notice of termination; 4. transfer title to the Owner and deliver in the manner, at the times, and to the extent, if any, directed by the Engineer: a. the fabricated or unfabricated parts, work in process, completed work, supplies and other material produced as a part of, or acquired in connection with the performance of, the work terminated by the notice of termination; and b. the completed or partially completed plans, drawings, information and other property which, if the contract had been completed, would have been required to be furnished to the Owner. 5. complete performance of such part of the work as shall not have been terminated by the notice of termination; and 6. take such action as may be necessary, or as the Engineer may direct, for the protection and preservation of the property related to its contract which is in the possession of the Contractor and in which the Owner has or may acquire an interest. At a time not later than 30 days after the termination date specified in the notice of termination, the Contractor may submit to the Engineer a list, certified as to the quantity and quality, of any or all items of termination inventory not previously disposed of, exclusive of items the disposition of which has been directed or authorized by the Engineer. Not later than 15 days thereafter, the Owner shall accept title to such items and remove them or enter into a storage agreement covering the same, provided that the list submitted shall be subject to verification by the Engineer upon removal of the items, or, if the items are stored, within 45 days from the date of submission of the list, and provided that any necessary adjustments to correct the list as submitted shall be made prior to final settlement. C. Within 60 days after notice of termination, the Contractor shall submit his termination claim to the Engineer in the form and with the certification prescribed by the Engineer. Unless one or more extensions in writing are granted by the Engineer upon request of the Contractor, made in writing within such 60 day period or authorized extension thereof, any and all such claims shall be conclusively deemed waived. D. Subject to the provisions of Paragraph 15.03 C., the Contractor and Owner may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant hereto, provided that such agreed amount or amounts shall never exceed the total contract price as reduced by the amount of payments otherwise made and as further reduced by the contract price of work not terminated. The contract shall be amended accordingly, and the Contractor shall be paid the agreed amount. No amount shall be due for lost or anticipated profits. Nothing in Paragraph 15.03 E., hereunder, prescribing the amount to be paid to the Contractor in the event of failure of the Contractor and the Owner to agree upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this section, shall be deemed to limit, restrict or otherwise determine or affect the amount or amounts which may be agreed upon to be paid to the Contractor pursuant to this paragraph. E. In the event of the failure of the Contractor and the Owner to agree, as provided in Paragraph 15.03 D., upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to this section, the Owner shall determine, on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contractor the amounts determined. No amount shall be due for lost or anticipated profits. F. In arriving at the amount due the Contractor under this section, there shall be deducted: 1. all unliquidated advance or other payments on account theretofore made to the Contractor, applicable to the terminated portion of this contract; 2. any claim which the Owner may have against the Contractor in connection with this contract; and 3. the agreed price for or the proceeds of sale of any materials, supplies or other things kept by the Contractor or sold, pursuant to the provisions of this clause, and not otherwise recovered by or credited to the Owner. G. If the termination hereunder be partial prior to the settlement of the terminated portion of this contract, the Contractor may file with the Engineer a request in writing for an equitable adjustment of the price or prices specified in the contract relating to the continued portion of the contract (the portion not terminated by the notice of termination), and such equitable adjustment as may be agreed upon shall be made in such price or prices; nothing contained herein, however, shall limit the right of the Owner and the Contractor to agree upon the amount or amounts to be paid to the Contractor for the completion of the continued portion of the contract when said contract does not contain an established contract price for such continued portion. H. Nothing contained in this section shall limit or alter the rights which the Owner may have for termination of this contract under Paragraph 15.02 hereof entitled "Contractor Default; Owner's Right to Suspend Work and Annual Contract" or any other right which Owner may have for default or breach of contract by Contractor. SC-82 Delete Paragraph 15.04 in its entirety. SC-83 Delete Paragraph 16.01 of the General Conditions in its entirety. SC-84 In paragraph 17.01 A., insert the words “return receipt requested” after the words “certified mail” in line 6. SC-85 In paragraph 17.02 A., remove “such day will be omitted from the computation” in line 6 and replace it with “then the last day of such period shall be the next working day.” SC-86 Add the following paragraph after paragraph 17.05 A.: B. Exclusive venue for any action under this Contract shall be a court of competent jurisdiction in Denton County, Texas. SC-87 Add the following paragraph after paragraph 17.06: 17.07 Fixed Date Contracts A. All references and conditions for a "calendar contract" in the General Conditions shall apply for a "Fixed Date Contract." SC-88 Add the following paragraph after paragraph 17.07: 17.08 No Waiver of Legal Rights A. Inspection by the Engineer; any order, measurement, quantity or certificate by the Engineer; any order by the Owner for payment of money; any payment for or acceptance of any work; or any extension of time or any possession taken by the Owner shall not operate as a waiver of any provisions of the contract or any power therein reserved to the Owner of any rights or damages therein provided. Any waiver of any breach of contract shall not be held to be a waiver of any other or subsequent breach. The Owner reserves the right to correct any error that may be discovered in any estimate that may have been paid and to adjust the same to meet the requirements of the contract documents. The Owner reserves the right to recover by process of law sums as may be sufficient to correct any error or make good any deficiency in the work resulting from such error, dishonesty or collusion by the Contractor or his agents and the Engineer or his assistants, discovered in the work after the final payment has been made. Neither final acceptance of the work, nor final payment shall relieve the Contractor of responsibility for faulty materials or workmanship, and the Contractor shall promptly remedy any defects due thereto and pay for any damage to other work resulting therefrom. Likewise, neither final acceptance nor final payment, nor partial or entire use or occupancy of the work by the Owner shall constitute acceptance of work not done in accordance with the contract documents or relieve Contractor of liability with respect to any expressed or implied warranties or responsibility for faulty materials or workmanship, whether same be patently or latently defective. SC-89 Add the following paragraph after paragraph 17.08: 17.09 Equal Employment Opportunity A. During the performance of this contract the Contractor agrees as follows: 1. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age or national origin. The Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, sex, religion, age or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees or applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. Contractor shall, in all solicitations or, advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants shall receive consideration for employment without regard to race, color, religion, sex, national origin or age. 3. Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice to be provided, advising the said labor union or workers' representatives of the Contractor’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. Contractor shall include the provisions of this section in all subcontracts pertaining to the work. 5. During the course of the work, the Contractor shall submit to the Engineer, on a monthly basis, a breakdown by minority group of all employees at the site of the work. SC-90 Add the following paragraph after paragraph 17.09: 17.10 Loss of Anticipated Profits A. Contractor will not be entitled to loss of anticipated profits pursuant to any claim under this Agreement. SC-91 Add the following paragraph after paragraph 17.10: 17.11 Obligation to Perform Functions A. Any failure or neglect on the part of Owner, Engineer or inspectors to enforce provisions herein dealing with supervision, control, inspection, testing or acceptance and approval of the work shall never operate to relieve Contractor from full compliance with the contract documents nor render Owner liable to Contractor for money damages, extensions of time or increased compensation of any kind. SC-92 All bonds must be submitted on Owner forms. Copies are attached. SC-93 Insurance Certificate must be submitted and issued with the Owner listed as the certificate holder. The Cancellation Policy must read as follows: “Said policy shall not be cancelled, non-renewed or materially changed without 30 days advance written notice being given to the Owner, except when the policy is being cancelled for nonpayment of premium in which case 10 days advance written notice is required.” SC-94 By signing the proposal sheet, the representative has read and understands all plans, specifications, general design standards involved with this project. SC-95 Deleted by Intention. SC-96 SUBCONTRACTORS Each respondent shall submit the names of the SubContractors and material suppliers proposed for such portions of the work as are designated in the solicitation documents, and the names of the SubContractors proposed for the principal portions of work. The Respondent will be required to establish to the satisfaction of the Owner the reliability and responsibility of the proposed SubContractor to furnish and perform such portions of this work. Prior to the award of the contract, the Owner will notify the Respondent in writing if the Owner has a reasonable objection to any SubContractor on the list. If the Owner objects to any SubContractor on the list in writing, the Respondent may, at its option, withdraw its proposal without forfeiture of bid security, notwithstanding anything to the contrary herein. The Respondent may submit an acceptable substitute without a change in the proposed price. SubContractors and other persons and organizations proposed by the Respondents and accepted by the Owner must be used on the work for which they were proposed and accepted and shall not be changed except with the written approval of the Owner. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. Final negotiated contract RFP documents City’s standard terms and conditions Purchase order Supplier terms and conditions END OF SECTION ATTACHMENT A INSURANCE REQUIREMENTS AND WORKERS’ COMPENSENTATION REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal opening, since the insurance requirements may not be modified or waived after proposal opening unless a written exception has been submitted with the proposal. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. Concerning the insurance to be furnished by the Contractor, it is a condition precedent to acceptability that: All policies must comply with the applicable requirements and special provisions of Attachment A. Any policy evidenced by a certificate of insurance or submitted for review shall not be subject to limitations, conditions or restrictions deemed inconsistent with the intent of the insurance requirements set forth herein, and the Owner’s decision regarding whether any policy contains such provisions, contrary to this requirement, shall be final. The Contractor agrees to the following special provisions: The Contractor hereby waives subrogation rights for loss or damage to the extent same are covered by insurance. Insurers shall have no right of recovery or subrogation against the Owner, it being the intention that the insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered by the policies. This waiver of subrogation shall be included, by endorsement or otherwise, as a provision of all policies required under Attachment A. Insurance companies issuing the insurance policies and the Contractor shall have no recourse against the Owner for payment of any premiums or assessments for any deductibles, as all such premiums and deductibles are the sole responsibility and risk of Contractor. Approval, disapproval or failure to act by the Owner regarding any insurance supplied by the Contractor (or any Subcontractors) shall not relieve the Contractor of any responsibility or liability for damage or accidents as set forth in the Contract Documents. The bankruptcy, insolvency or denial of liability of or by the Contractor’s insurance company shall likewise not exonerate or relieve the Contractor from liability. The Owner reserves the right to review the insurance requirements of this Attachment A during the effective period of this Contract and to modify insurance coverage’s and their limits when deemed necessary and prudent by the Owner’s Risk Management Division, based upon economic conditions, the recommendation of professional insurance advisors, changes in statutory law, court decisions or other relevant factors. The Contractor agrees to make any reasonable request for deletion, revision or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either party to this Contract or upon the underwriter of any such policy provisions). Upon request by the Owner, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverage’s and shall pay the cost thereof. No special payments shall be made for any insurance policies that the Contractor and Subcontractors are required to carry; all are included in the stated Contract value. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability Form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [X] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. [ ] Umbrella Liability Insurance Depending on the size of the project, the City may require the Contractor to obtain, pay for, and maintain umbrella liability insurance during the Contract term, insuring Contractor for an amount of not less than $3,000,000 per occurrence combined limit for Bodily Injury (including death) and Property Damage, that follows form and applies in excess of the primary coverage required hereinabove. The Owner and Architect/Engineer shall be named as additional insureds using the broadest form of endorsement available, with such status extended to include the extension of the completed operations coverage as described in this Attachment. The policy shall provide “drop down” coverage where underlying primary insurance coverage limits are insufficient or exhausted. ATTACHMENT A [X] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person 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 which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; obtain from each other person with whom it contracts, and provide to the contractor: a certificate of coverage, prior to the other person beginning work on the project; and a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; retain all required certificates of coverage on file for the duration of the project and for one year thereafter; notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity.