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08-L HMAC Street Overlay AwardDRAFT LISAkRESOLUTIONS\CURRENTkHMAC Overlay Award Bid July 6, 2001 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, AWARDING THE BID AND AUTHORIZING THE EXECUTION OF A CONTRACT FOR THE 2001 CITY STREET HMAC OVERLAY PROGRAM, PROJECT NO. 46.53; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Paris did heretofore, on the 1 lth day of June, 2001, in Resolution No. 2001-077, approve the plans and specifications and authorize the advertisement for bids for furnishing labor, materials, and equipment and for performing all work required for the "2001 City Street HMAC Overlay Program, Project No. 46.53," which bids were received until 3:00 o'clock P.M., Tuesday, the 3rd day of July, 2001; and, WHEREAS, the best bid for such construction was made by APAC - Texas, Inc./Buster Paving Division, of Brachear, Texas, and it should be awarded the bid for the same; and, WHEREAS, the form of the contract for such project, attached hereto as Exhibit A, should, in all things, be approved, and the Mayor should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS: Section 1. That the findings set out in the preamble of this resolution are hereby in all things approved. Section 2. That the bid ofAPAC - Texas, Inc./Buster Paving Division for the "2001 City Street HMAC Overlay Program, Project No. 46.53" in the amount of $570,136.80, be, and the same is hereby, accepted and let conditioned upon said contractor meeting all of the terms and specifications included in the bid documents. Section 3. That the form of the contract with APAC - Texas, Inc./Buster Paving Division, attached hereto as Exhibit A, be, and the same is hereby, approved. Section 4. That the Mayor be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the contract with APAC - Texas, Inc./Buster Paving Division, upon the terms and conditions and in the form shown in Exhibit A, attached hereto. Section 5. That this resolution shall be effective from and after the date of passage. PASSED AND APPROVED this 9th day of July, 2001. ATTEST: Michael J. Pfiester, Mayor Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney July 8, 2001 LETTER AGREEMENT The Honorable Mayor and City Council City of Paris P.O. Box 9037 Paris, Texas 75461-9037 Re: 2001 City Street Overlay Program Dear Sir: APAC - Texas, Inc. I/ Buster Paving Division hereby agrees to provide to the City of Paris, at the unit prices bid, all materials, tools, equipment and labor necessary for the proper completion of the work as specified. City of Paris Contractor Michael J. Pfiester, Mayor A'rrEST: ~attie Cunningham, City Clerk APPROv~ AS TO FOPRt: Larry W. Schenk. City Attorney EXHIBIT To' From: Subject: Date: MEMORANDUM Michael Malone, City Manager Terry Townsend, Director of Public Works~ Bid Tabulation and Recommendation July 3, 2001 The following bid was received at a bid opening on Tuesday, July 3, 2001 at 3 p.m., for the 2001 HMAC Overlay Program. It is my recommendation to award the bid to APAC - Texas Inc./Buster Paving Division, P.O. Box 278 Brachear, Texas 75420 for the following bids. APAC - Texas Inc./Buster Paving Division P.O. Box 278 Brachear, Texas 75420 No. Item Estimated Unit Price Total Price Quantity 1. Power operated planing machine with personnel 2. 12 yard dump track with driver 3. Hot mix asphaltic concrete, type D installed. (TxDOT Item 340) 60 hours $500.00 $ 30,000.00 300 hours $ 35.00 $ 10,500.00 12,610.40 tons $ 42.00 $529,636.80 TOTAL BASE BID PRICE $570,136.80 TT/as Bid List for 2001 HMAC Overlay Program APAC - Texas Inc./Buster Paving Division P. O. Box 278 Brashear, Texas 75420 Drake Construction Hwy. 271 N. Powderly, Texas 75473 PUBLISH PARIS NEWS DATE: IUNE 24, 2001 DATE: JULY 1, 2001 ADVERTISEMENT FOR BIDS PROJECT: 2001 CITY STREET HMAC OVERLAY PROGRAM PROJECT NO. 46.53 OWNER: CITY OF PARIS, PARIS, TEXAS Sealed bids for the furnishing, delivery and installation of edge planing, hauling of salvaged asphaltic materials and the installation of hot mix asphaltic concrete pavement with other appurtenant construction, complete in place, will be received by the City of Paris, Paris, Texas, at the office of City Manager, City Hall, 135 1't SE Street, Paris, Texas 754fi0, until Tuesday, July 3, 2001, at 3:00 P.M., and then publicly opened and read aloud. Contract Documents may be examined at the following place(s) PUBLIC WORKS DEPARTMENT 50 W. Hickory St. P.O. Box 9037 Paris, TX 75461-9037 Bids must be submitted on the bid form included in the Contract Documents. Bid Security in the form and amount as stated in Instruction to Bidders must be submitted with each bid. All Bids shall remain open for 60 days after the Bid opening. The City of Paris, Paris, Texas, as OWNER, Reserves the right to waive any and all informalities and to reject any and all bids.. City of Pads Paris, Texas City Clerk Mattie cunningham PROJECT IDENTIFICATION: BID FORM 2001 City Street I-IMAC Overlay Program CONTRACT IDENTn~ICATION AND NUMBER: Project No. 46,53 THIS BID IS SUBMITTED TO: The Honorable Mayor and City Council City Hall 135 S.E. 1st Street Paris, Texas 75460 1. The undersigned BIDDER proposes and agrees, if this Bid is accepted, to enter into an agreement with CITY in the form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Contract Price and within the Contract Time indicated in this Bid and in accordance with the other terms and conditions of the Contract Documents. 2. BIDDER accepts all of the terms and conditions of the Advertisement or Invitation to Bid and Instructions to Bidders, including without limitation those dealing with the disposition of Bid security. This Bid will remain subject to acceptance for sixty days after the dayofBid opening. BIDDER will sign and submit the Agreement with the Bonds and other documents required by the Bidding Requirements within fifteen days after the date of OWNER'S Notice of Award. 3. In submitting this Bid, BIDDER represents, as more fully set forth in the Agreement, that: (a) BIDDER has examined copies of all the Bidding Documents and of the following Addenda, receipt of all which is hereby acknowledged. Date Number (b) BIDDER has familiarized itself with the nature and extent of the Contract Documents, Work site, locality, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance or furnishing of the Work. (c) BIDDER has given the Public Works Director written notice of all conflicts, errors or discrepancies that it has discovered in the Contract Documents and the written resolution thereof by the Public Works Director is acceptable to BIDDER. (d) This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; BIDDER has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; BIDDER has not solicited or induced any person, firm or corporation to refrain from bidding; and BIDDER has not sought by collusion to obtain for itself any advantage over any other Bidder or over OWNER. 4. BIDDER will complete the work for the following price(s): UNIT PRICE SCHEDULE' NO. ITEM 1. Po~ver operated planing machine with personnel 2. 12 yard dump truck with driver ESTIMATED ' UNIT TOTAL QUANTITY PRICE PRICE 60 hours $ ~oo~ $ 300 hours $ oo 3. Hot mix asphaltic concrete, type D installed. (TxDOT Item 340) 12,610.40tons $ '~r~- ~ TOTAL BASE BID PRICE O,,~- t4~Jb~ (use words) (figures) BIDDER agrees that the Work will be substantially complete within 60 calendar days after the date when the Contract Time commences to run as provided in paragraph 2.3 of the General Conditions, and completed and ready for final payment within 31 calendar days after the date when the Contract Time commences to mn. BIDDER accepts the provisions of the Agreement as to liquidated damages in the event of failure to complete the Work on time. The following documents are attached to and made a condition of this BID: (a) Required Bid Security in the form of 5% bid bond or cashier's check made payable to the City. Communications concerning the Bid shall be addressed to the address of BIDDER indicated below. The terms used in this Bid which are defined in the General Conditions of the Construction Contract included as part of the Contract Documents have the meanings assigned to them in the General Conditions. SUBMITTED ON July 3, ,2001. RECEWEO J JL 0 3 pARIS,'rEX~S If BIDDER is: An Individual By (Individual's Name) doing business as Business address: (SEAL) Phone Number: A Partnership By (Firm Name) (General Panner) Business address: Phone Number: A Corporation By (Corporation Name) By (Sta~rp~ CName of Person Authorized to Sign) (Corporate Seal)///,_ Attest Business address~/ff O Phone Number: A Joint Venture By (Address) By (Nme) (Each joint venturer must sign. The manner of signing for each individual, partnership and corporation that is a party to the joint venture should be in the manner indicated above.) July 8, 2001 LETTER AGREEMENT The Honorable Mayor and City Council City of Pads P.O. Box 9037 Paris, Texas 75461-9037 Re: 2001 City Street Overlay Program Dear Sir: hereby agrees to provide to the City of Paris, at the unit prices bid, all materials, tools, equipment and labor necessary for the proper completion of the work as specified. City of Pads Contractor Michael J. Pfiester, Mayor SPECIFICATIONS 2001 CITY STREET HMAC OVERLAY PROGRAM PROJECT NO. 46.53 CONTRACTOR shall furnish insurance certificate indicating insurance coverage in the types and amounts shown in ITEM 7 paragraph 7.4 Insurance, in the Texas Department of Transportation STANDARD SPECIFICATIONS FOR CONSTRUCTION OF HIGHWAYS STREETS AND BRIDGES latest Edition (TxDOT specifications). Within 15 days after written notification of award of the contract the bidder shall execute and furnish to the City the contract, with (1) a performance bond and a payment bond, with powers of attorneys attached, each in the full amount of the contract price, executed by a surety company or surety companies authorized to execute surety bonds under and in accordance with the laws of the State of Texas, and (2) the Certificate of Insurance showing coverages in accordance with contract requirements. The performance bond and payment bond are to be furnished as a guarantee of the faithful performance of the work and for the protection of the claimants for labor and materials. No partial payments for work in place will be made. One payment, upon successful completion and acceptance by the OWNER will be made. Quantities shown on the BID FORM are estimated quantities only. The OWNER will direct the work working with the CONTRACTOR, to expedite and minimize any downtime and moving time. Payments to the CONTRACTOR will be made based on mutually agreed to amount of time that equipment is used or the ticketed tonnage of materials as bid. CITY'S RESPONSIBILITIES The City will be responsible for and/or make additional payment to the CONTRACTOR for: a. Fuel used by milling machine. b. Replacement teeth and holders for milling machine, as needed, for this project. c. Any water required by milling machine and compactors. Traffic control, including personnel, barricades, signs, detours or any other devices or people needed to accomplish traffic control. Clean-up behind milling operations including power operated street sweepers, brooms, detail pavement removal, handwork, etc. Owner's representative who shall be capable of and have authority to make decisions and communicate with the CONTRACTOR to resolve any problems which arise during the project. The City shall make payment to the CONTRACTOR withih 20 working days after receipt of a mutually agreed to invoice for the completed project. CONTRACTOR'S RESPONSIBILITIES The contractor will be responsible for and shall have included in his unit price bid for the appropriate item; Equipment required to accomplish the project in a workman-like manner. All equipment shall be in good working order such that downtime is minimized. b. Properly trained personnel capable of performing assigned tasks. c. Adequate number of personnel to provide a first class product. Adequate number of dump trucks to remove salvaged asphalt pavement (millings) and furnish HMAC to the paving operations, thereby minimizing non-productive time. CONTRACTOR shall deliver salvaged asphalt (millings) to the Public Works Yard located at 655 West Center Street. The city will keep the storage pile pushed-up such that the dump trucks will only be required to dump at the designated location with a minimal amount of maneuvering. CONTRACTOR and City shall work together to accomplish a first class completed project. It is intended that the Owner's representative will direct the work and the contractor work cooperatively to accomplish the work as requested with compensation to the contractor in accordance with the unit price bid for each particular item. MATERIALS '1. MILLING OPERATIONS Milling operations shall be as specified in ITEM 354, TXDOT specifications. The owner's representative shall direct the milling operations as to location, depth of milling, etc. Milling will be paid for at the unit price bid, per hour, for power operated planing machine. 2. HOT MIX ASPHALTIC CONCRETE PAVEMENT (HMAC) HMAC shall be as specified in ITEM 340 TXDOT specifications. HMAC shall be TYPE "D" Fine-Graded Surface Course. HMAC will be paid for at the unit price bid. E >,~ ~ 0 Bid Bond SURETY DEPARTMENT Conforms with the American Institute of Architects, A.I.A Documents No. A-310 KNOW ALL MEN BY THESE PRESENTS. That we, APAC-TEXAS, INC., BUSTER PAVING DIVISION as Principal herinafter called the Principal, and LIBERTY MUTUAL INSURANCE COMPANY a corporation created and existing under the laws of the State of _MASSACHUSETTS whose principal office is in BOSTON as Surety, hereinafter called the Surety, are held and firmly bound unto CITY OF PARIS as Ob[igee. hereina~ar called thc Obl/gee, in the sum of FIVE PERCENT OF THE GREATEST AMOUNT BID for the payment of which sum, well and truly to be made, the said Principal and the said Sur ~- ~' ?o[lars, ($ 5% GAB ) administrators, successors and assigns, jointly and severally, firmly by these presents ety, oma ourselves, our heirs, executors, Whereas, thc Principal has submitted a bid for 2001 CITY STREET HMAC OVERLAY PROGRAM NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and thc Principal shall enter into a contract with the Obligee in accordance with the terms of such bid, and give such bond or bonds ~ may be specified in the bidding or contract documents with good and sufficient surety for the faithful performance of such contract and for the prompt payment of labor and material furnished in the prosecution thereof, or in the event of the failure of the Principal to enter such contract and give such bond or bonds, if the Principal shall pay to the Obligce the difference not to exceed the penalty hereof between the amount specified in said bid and such larger amount for which the Obligee may in good faith contract with another party to perform the work covered by said bid, then this obligation shall be null and void, otherwise to remain full force and effect in Signed and sealed this 3P'v day of JULY r ~2001 APAC-Tf~..A.S INC.~ BUSTER PAVING DIVISION (SEAL) LIBERTY MUTUAL INSURANCE COMPANY (Surety) By JF~,~II~R ' -: -- ' Attorney-in-fact (SEAL) THIS b~WER OF ATTORNI:Y IS NOT VALID UNLESS IT IS PRINTED ON R£D BACKGROUND. 753971 This Power of Attorney limits the act of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. LIBERTY MUTUAL INSURANCE COMPANY BOSTON, MASSACHUSETTS POWER OF A'FI'ORNEY KNOW ALL PERSONS BY THESE PRESENTS: That Liberty Mutual Insurance Company (the "Company"), a Massachusetts mutual insurance company, pursuant to and by authority of the By-law and Authorization hereinafter set forth, does hereby name, constitute and appoint, JERRY A. KIKER, JAMES W. LEEKER, TONY FIERRO, CAGAN MORGAN, RICHARD W. DAIKEt: ALL OF THE CITY OF ROCKWALL, STATE OF TEXAS ........... , each individually if there be moro than one named, its true and lawful attorney-in-fact to make, execute, seal, acknowledge and deliver, for and on its __ behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations in the penal sum not exceeding ~.FI",/I= Mil I I¢)~J ~,NF~ nn!lrlfr;.;-;~;~.:~.~ DOLLARS ($ 25,000,000.00~-~-'-~ ) each, and the execution of such bonds or undertakings, in pursuance of these presents~ shall be as binding upon the Company as if they had been duly signed by the president and attested by the secretary of the Company in their own proper persons. That this power is made and executed pursuant to and by authority of the following By-law and Authorization: ARTICLE XVI - Execution of Contracts: Section 5. Surety Bonds and Undedakings. Any officer or other official of the company authorized for that purpose in writing by the chairman or the president, and subject to such limitations as the chairman or the president may prescribe, shall appoint such attorneys-in-fact, as may be necessary to act in behalf of the company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys-in-fact, subject to the limitations set forth in their respective powers of attorney, shall have full power to bind the company by their signature and execution of any such instruments and to attach thereto the seal of the company. When so executed such instruments shall be as binding as if signed by the president and attested by the secretary, By the lollowing instrument the chairman or the president has authorized the officer or other official named therein to appoint attorneys-in-fact: Pursuant to Article XVI, Section 5 of the By-laws, Assistant Secretary Garnet W. Elliott is hereby authorized to appoint such attorneys-in-tact as may be necessary to act in behalf of the company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. That the By-law and the Authorization above set forth are true copies thereof and are now in full force and effect, IN WITNESS WHEREOF, this instrument has been subscribed by its authorized officer and the corporate seal of the said Liberty Mutual Insurance Company has been affixed thereto in Plymouth Meeting, Pennsylvania this 19th __ day of January 200_1_. LIBERTY MUTUAL INSURANCE COMPANY Garnet W. EflioS. Assistant Secretary COMMONWEALTH OF PENNSYLVANIA COUNTY OF MONTGOMERY On this l~h day ol January , A.D. 2001 , before me, a Notary Public, personally came the individual, known to me to be the therein described individual and officer of Libedy Mutual Insurance Company who executed the preceding instrument, and he acknowled- ged that he executed ~h¢~ar~e a~d~t the seal affixed to the said preceding instrument is the corporate seal of said company and that said corporate seal and his signature s~ut~scdb.~d~t~ret~,~as duly affixed and subscribed to the said instrument by au hor ty and d rec on of he sa d company IN TESTIMO~YW~4EREOF ~h~r~o~,t9 se my hand and afl x my o f c a seal at Plymou~ Meet ng P..~., he da and ear first above written '~ .... ~ , ~ . CERTFCATE I, the undermgned;-Aos~tan~,Se tary of L~berty Mutual Insurance Company, do hereby certify that the org na power of attorney of which the foregoing is a full, true an~"~d~b"t copy, is in full force and effect on the date of this cedificate; and I do further cattily that the officer who executed the said power of attorney was one of the officers specially authorized by the chairman or the president to appoint any attorney-in-fact as provided in Article XVI, Section 5 of the By-laws of Liberty Mutual Insurance Company. This certificate may be signed by facsimile under and by authority of the following vote of the board of directors of Liberty Mutual Insurance Company at a meeting duly called and held on the 12th day of March, 1980. VOTED that the facsimile or mechanically reproduced signature of any assistant secretary of the company wherever appearing upon a certified copy of any power of attorney issued by the company, shall be valid and binding upon the company with the same force and effect as though manually affixed. IN TESTIMONJuV~yHEREOF, I have here, ~)~_ubscribed my name and affixed the corporate seal of the said company, this 3rd day of PUBLISH PARIS NEWS DATE: JUNE 24, 2001 DATE: IULY 1, 2001 ADVERTISEMENT FOR BIDS PROJECT: 2001 CITY STREET HMAC OVERLAY PROGRAM PROJECT NO. 46.53 OWNER: CITY OF PARIS, PARIS, TEXAS Sealed bids for the furnishing, delivery and installation of edge planing, hauling of salvaged asphaltic materials and the installation of hot mix asphaltic concrete pavement with other appurtenant construction, complete in place, will be received by the City of Paris, Paris, Texas, at the office of City Manager, City Hall, 135 1st SE Street, Paris, Texas 754150, until Tuesday, July 3, 2001, at 3:00 P.M., and then publicly opened and read aloud. Contract Documents may be examined at the following place(s) PUBLIC WORKS DEPARTMENT 50 W. Hickory St. P.O. Box 9037 Pads, TX 75461-9037 Bids must be submitted on the bid form included in the Contract Documents. Bid Security in the form and amount as stated in Instruction to Bidders must be submitted with each bid. All Bids shall remain open for 60 days after the Bid opening. The City of Paris, Paris, Texas, as OWNER, Reserves the right to waive any and all informalities and to reject any and all bids. City of Paris Paris, Texas City Clerk Mattie Cunningham PROJECT IDENTIFICATION: BID FORM 2001 City Street HMAC Overlay Program CONTRACT IDENTIFICATION AND NUMBER: Project No. 46.53 THIS BID IS SUBMITTED TO: The Honorable Mayor and City Council City Hall 135 S.E. 1st Street Pads, Texas 75460 1. The undersigned BIDDERproposes and agrees, if this Bid is accepted, to enter into an agreement with CITY in the form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Contract Price and within the Contract Time indicated in this Bid and in accordance with the other terms and conditions of the Contract Documents. 2. BIDDER accepts all of the terms and conditions of the Advertisement or Invitation to Bid and Instructions to Bidders, including without limitation those dealing with the disposition of Bid security. This Bid will remain subject to acceptance for sixty days after the day of Bid opening. BIDDER will sign and submit the Agreement with the Bonds and other documents required by the Bidding Requirements within fifteen days after the date of OWNER'S Notice of Award. 3. In submitting this Bid, BIDDER represents, as more fully set forth in the Agreement, that: (a) BIDDER has examined copies of all the Bidding Documents and of the following Addenda, receipt of all which is hereby acknowledged. Date Number (b) BIDDER has familiadzed itself with the nature and extent of the Contract Documents, Work site, locality, and all local conditions and Laws and Regulations that in any manner may affect cost, progress, performance or furnishing of the Work. (c) BIDDER has given the Public Works Director written notice of all conflicts, errors or discrepancies that it has discovered in the Contract Documents and the written resolution thereof by the Public Works Director is acceptable to BIDDER. (d) This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; BIDDER has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; BIDDER has not solicited or induced any person, finn or corporation to refrain from bidding; and BIDDER has not sought by collusion to obtain for itself any advantage over any other Bidder or over OWNER. 4. BIDDER will complete the work for the following price(s): NO. ITEM 1. Power operated planing machine with persormel 2. 12 yard dump truck with driver 3. Hot mix asphaltic concrete, type D installed. (TxDOT Item 340) UNIT PRICE SCHEDULE ESTIMATED QUANTITY 60 hours $ UNIT TOTAL PRICE PRICE 300 hours $ $ 12,610.40 tons $ $ TOTAL BASE BID PRICE ($ ) (use words) (figures) BIDDER agrees that the Work will be substantially complete within 60 calendar days after the dare when the Contract Time commences to run as provided in paragraph 2.3 of the General Conditions_ and completed and ready for final payment within 31 calendar days after the date when the Contr~-m Time commences to run. BIDDER accepts the provisions of the Agreement as to liquidated damages in the event of failure -- complete the Work on time. The following documents are attached to and made a condition of this BID: (a) Required Bid Security in the form of 5% bid bond or cashier's check made payable to the Cits.-- Communications concerning the Bid shall be addressed to the address of BIDDER indicated belov~ The terms used in this Bid which are defined in the General Conditions of the Construction Contr~,x_m included as part of the Contract Documents have the meanings assigned to them in the General Conditions. SUBMITTED ON July 3, ,2001. If BIDDER is: An Individual By (Individual's Name) doing business as Business address: (SEAL) Phone Number: A Partnership By (Firm Name) (SEAL) (General Partner) Business address: Phone Number: A Corporation. By (Corporation Name) (State of Incorporation) By (Name of Person Authorized to Sign) (Title) (Corporate Seal) Attest (Secretary) Business address: Phone Number: A Joint Venture By (Name) (Address) By_ (Name) (Each joint venturer must sign. The manner of signing for each individual, partnership and corporation that is a party to the joint venture should be in the manner indicated above.) SPECIFICATIONS 2001 CITY STREET HMAC OVERLAY PROGRAM PROJECT NO. 46.53 CONTRACTOR shall furnish insurance certificate indicating insurance coverage in the types and amounts shown in ITEM 7 paragraph 7.4 Insurance, in the Texas Department of Transportation STANDARD SPECIFICATIONS FOR CONSTRUCTION OF HIGHWAYS STREETS AND BRIDGES latest Edition (TxDOT specifications). Within 15 days after written notification of award of the contract the bidder shall execute and furnish to the City the contract, with (1) a performance bond and a payment bond, with powers of attorneys attached, each in the full amount of the contract price, executed by a surety company or surety companies authorized to execute surety bonds under and in accordance with the laws of the State of Texas, and (2) the Certificate of Insurance showing coverages in accordance with contract requirements. The performance bond and payment bond are to be furnished as a guarantee of the faithful performance of the work and for the protection of the claimants for labor and materials. No partial payments for work in place will be made. One payment, upon successful completion and acceptance by the OWNER will be made. Quantities shown on the BID FORM are estimated quantities only. The OWNER will direct the work working with the CONTRACTOR, to expedite and minimize any downtime and moving time. Payments to the CONTRACTOR will be made based on mutually agreed to amount of time that equipment is used or the ticketed tonnage of materials as bid. CITY'S RESPONSIBILITIES The City will be responsible for and/or make additional payment to the CONTRACTOR for: a. Fuel used by milling machine. b. Replacement teeth and holders for milling machine, as needed, for this project. c. Any water required by milling machine and compactors. Traffic control, including personnel, barricades, signs, detours or any other devices or people needed to accomplish traffic control. Clean-up behind milling operations including power operated street sweepers, brooms, detail pavement removal, handwork, etc. Owner's representative who shall be capable of and have authority to make decisions and communicate with the CONTRACTOR to resolve any problems which arise during the project. The City shall make payment to the CONTRACTOR within 20 working days after receipt of a mutually agreed to invoice for the completed project. CONTRACTOR'S RESPONSIBILITIES The contractor will be responsible for and shall have included in his unit price bid for the appropriate item; Equipment required to accomplish the project in a workman-like manner. All equipment shall be in good working order such that downtime is minimized. b. Properly trained personnel capable of performing assigned tasks. c. Adequate number of personnel to provide a first class product. Adequate number of dump trucks to remove salvaged asphalt pavement (millings) and furnish HMAC to the paving operations, thereby minimizing non-productive time. CONTRACTOR shall deliver salvaged asphalt (millings) to the Public Works Yard located at 655 West Center Street. The city will keep the storage pile pushed-up such that the dump trucks will only be required to dump at the designated location with a minimal amount of maneuvering. CONTRACTOR and City shall work together to accomplish a first class completed project. It is intended that the Owner's representative will direct the work and the contractor work cooperatively to accomplish the work as requested with compensation to the contractor in accordance with the unit pdce bid for each particular item. MATERIALS 1. MILLING OPERATIONS Milling operations shall be as specified in ITEM 354, TXDOT specifications. The owner's representative shall direct the milling operations as to location, depth of milling, etc. Milling will be paid for at the unit price bid, per hour, for power operated planing machine. 2. HOT MIX ASPHALTIC CONCRETE PAVEMENT (HMAC) HMAC shall be as specified in ITEM 340 TXDOT specifications. HMAC shall be TYPE "D" Fine-Graded Surface Course. HMAC will be paid for at the unit price bid. July 8, 2001 LETTER AGREEMENT The Honorable Mayor and City Council City of Paris P.O. Box 9037 Paris, Texas 75461-9037 Re: 2001 City Street Overlay Program Dear Sir: hereby agrees to provide to the City of Paris, at the unit prices bid, all materials, tools, equipment and labor necessary for the proper completion of the work as specified. City of Paris Contractor Michael J. Pfiester, Mayor 2001 HMAC Street Overlay Program Dept. of Public ~(/orks # Street Square (iff) HMAC (TONS) Est. Cost 1. 1" N.~/./Provine to Graham 1,723 367.5 15,067.50 2. 6th N.~Y~./Cherry to Shiloh 753 135.3 5,547.30 3. 7th N.~V,/./Shiloh to Bridge 2801 881.5 36,141.50 4. 9'h N.~Yc'./Graham to Campbell 2152 1025.8 42,057.80 5. 11'h N.~/./Bonham to'Cherry 1710 255.1 10,459.10 6. Washington/lst S.X7~. to Main 243 53.5 2,193.50 7. 4th S.~(/./~ashington to Kaufman 1977 473.2 19,401.20 8. Austin/Sth to 7'h S.W. 513 110.5 4,530.50 9. Kaufman/29th to 34'h S.~. 1715 345.9 14,181.90 10. Sperry/13th to 15th S)vX/. 711 136.9 5,612.90 Il. Austin/13th to 15th S.~(Y. 818 172.5 7,072.50 12. 25th N.E./Lamar to Cherry 1680 523.6 21,467.60 13. Pine 81uff/25th N.E. to dead end 1140 282.2 11,570.20 14. 27:h N.E./Lamar to Price 545 109.9 4,505.90 15. 19t~ N.E./Pine Bluff to Tudor 1340 245.6 10,069.60 16. Center/N. Main to 3'd N.E. 867 262.3 10,754.30 17. 3~d N.E./Center to Clement Rd. 1014 213.8 8,765.80 18. Hickory/Fitzhugh to 15th N.E. 2030 428.0 17,548.00 19. Johnson/12th N.E. to 17th N.E. 1483 244.7 10,032.70 20. 6t~ N.E./Pine Bluff to Lamar 935 214.3 8,786.30 21. I" N.E./Pine Bluff to Price 375 79.1 3,243.10 22. ~dashington/$. Main to 8t~ S.E. 2370 446.1 20,340.10 23. 6th $.E./Clarksville to Jefferson Rd. 5756 1477.4 60,573.40 24. Fort/6th to 8t~ $.E. 644 118.1 4,842.10 25. Jackson/12th to 24th $.E. 3662 906.3 37,158.30 26. Polk/20th to 24th .~.E. 1025 310.1 12,714.10 27. 20th $.E./Jackson to dead end 540 118.8 4,870.80 28. 21" $.E./Jackson to College 29. College/21st to 24th $.E. 1500 343.8 14,095.80 30. 22~ S.E./Cedar to Jackson 364 90.1 3,694.10 31. 17~ $.E./Polk to Clarksville 1663 381.1 15,625.10 32. Neathery/19th to 18~ $.E. 650 113.2 4,641.20 33. 18*h $.E./'~X/ashington to Neathery 680 130.9 5,366.90 34. Carson Lane/Johnson ~/oods to 1100 28~ 1000 339.2 13,907.20 35. Cleveland/2Oth to 24~h $.E. 1300 262 10,742.00 36. Sherman/4th to 7~h $.~d. 860 149.8 6,141.80 37. Hubbard/19th to 20t" $.E. 400 66 2,706.00 38. Hubbard/17th to 19'h $.E. 650 238.3 9,770.30 39. N. Collegiate/830 to 1310 1,522 558 22,878.00 Totals 51,111 12,610.40 519,076.40 STANDARD 'GENERAL CONDITIONS TABLE OF CONTENTS OF GENERAL CONDITIONS Article Number Title ! 2 '3 DEFINITIONS ................ : ~ ............'" ...................... PRELIMINARY MATTERS ................................. C(SNTRACT DOCUMENTS: INTENT, AMENDING AND REUSE ............................... 4 AVAILABILITY OF LANDS; PHYSICAL CONDITIONS; REFERENCE POINTS .............................................. 5 BONDS AND INSURANCE ........................................ 6 CONTRACTOR'S RESPONSIBILITIES ..... ' ........ 7 OTHER WORK ..................................................... 8 OWNER'S RESPONSIBILITIES .................................... 9 ENGINEER'S STATUS DURING CONSTRUCTION .............. 10 CHANGES IN THE WORK ......................................... 11 CHANGE OF CONTRACT PRICE .................................. 12 CHANGE OF CONTRACT TIME ................................... 13 WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK ........................... 14 PAYMENTS TO CONTRACTOR AND COMPLETION ............ 15 SUSPENSION OF WORK AND TERMINATION .................. 16 ARBITRATION .................................. :"; ..... Page 7 8 10 11 14 18 19 19 21 21 24 24 26 29 31 32 INDEX TO GENERAL CONDITIONS Article or Paragraph Nttmber Acceptance of Insurance ........ ' ..................... 5.13 Access to the Work .................................. 13.2 Addenda--definition of (see definition of Specifications) ........................................ I Agreement--defialtion of ................................ 1 All Risk Insurance ..................................... 5.6 Amendment, Written ............ ' ................ 1, 3.1.1 Application for Payment--definition of .................. I Application for Payment, Final ...................... 14.12 Application for Progress Payment .................... 14.2 Application for Progress Payment_review of .... 14.4-14.7 Arbitration ............................................. 16 Authorized Variation in Work ......................... 9.5 Availability cf Lands .................................. 4.1 Award, lq'orion of--defined .............................. 1 Before Starting Construction ...................... 2.5-2.7 · Bid--definition of ............................... 1 Bonds and Insurance-win general ........................ 5 Bonds--definition of ..................................... I Bonds, Delivery of ............................... 2.1, 5.1 'Bonds, performance and Other .................... 5.1-5.2 Cash Allowances ....... : ............................. 1 Change Order---definition of ............................. Change Orders--to be executed ...................... 10.4 · rk 10 Changes tn the Wo ' · .................................. Claims, Walver of---on Final Payment ............... 14.16 Clarifications and Interpretations ...................... 9.4 Cleaning ............................................. 6.17 Completion ............................................. 14 Completion, Substantial ._. ....................... 14.8-14.9 Conference, Preconstructlon .......................... 2.8 Canfl[ct, Error, Discrepancy--Contractor to Report ...................................... 2.5, 3.3 Construction Machinery, Equipment, eta .............. 6.4 Continuing Work ..................................... 6.29 Contract Documents--amending and supplementing .................................. 3.4-3.5 Contract Documen efinltion of . I Contract Documents--Intent ...................... 3.1-3.3 Contract Documents--Reuse nf ....................... 3.6 Contract Price. Change of ............................ ;. 11 Contract Friee-41efialtion ............................... Contract Time. Change of .............................. 12 Contract 'Time. Commencement of .................... 2.3 Contract 'Time--.definition of .......................... :. 1 Coot rector--de finitlon of .......................... Contractor May Stop Work or Terminate ....... : .....15.5 Contractor's Continuing Obligation .................. 14.15 Contractor's Duty to Report Discrepancy in Documents .................................. 2.5.3.2 Contractor's Fee---Cost Plus ... I 1.4.5.6, I 1.5.1, I 1.6-11.7 Contractor's Liability Insurance ....................... 5.3 Contractor's Responsibilities-in general ................ 6 Contractor's Warranty of Title ........................ 14.3 Contractors--other ...................................... 7 Contractual Liability Insurance ........................ 5.4 Coordinating Contractor.~definition of ................ 7.4 Coordination .......................................... 7.4 Copies of Documents .................................. 2.2 Correction or Removal or' Defectlve Work ........... 13.11 Correction Period, One Year .................. 13.12 Correct/on, Removal or Acceptance of Defective Work--in general ........................... 13.11-13.14 Cost--net decrease ' . I 1.6.2 Cost of Work .................................... 11.4-11.5 Costs, Supplemental ................................ 11.4.5 .Day--definition of ............ -.i ......................... Defective-.-itefinition of ............................ 1 . Defective Work, Acceptance of ...................... 13.13 Defective Work, Correction or Removal of ...... i... 13.1 Defective Work--in general ............... 13, 14.7, 14.1 Defective Work, Rejecting ............................ .. 9.6 Definitions .............................................. 1 Delivery of Bonds .....................................2.1 Determination for Unit prices ........................ 9.10 Disputes, Decisions by Engineer ................. 9.11-9.12 Documents, Copies of ................................. 2.2 Documents, Record · .... 6.19 ..... 3.6 Documents, Reuse ............................... 1 Drawings--definition ct' ................................. Easements ............................................ 4.1 Effective date of Agreement--<lefinklon of ...............I Emergencies ......................................... 6.22 Englneer--<tefinltion of ................ 1 Engineer's Decisions ............................ 9.10-9.12 Engineer's--Notice Work is Acceptable ............. 14.13 Engineer's Recommendarion of Payment ...... 14.4, 14.13 Engineer's Responsibilities, Limitations 6.6, 9.1 I, 9.13-9.16 Engineer's Status During Construction--in general ...... 9 Equlpment, Labor, Materials and .................. 6.3-6.6 Equivalent Materials and Equipment .................. 6.7 Exploratlons of physlcal conditions ................... 4.2' Fee, Contractor'S--Coats Plus ........................ 11.6 - I Field Order--definition of ............................. Field Order--issued by Engineer ................ 3.5.1,9.5 14.12 Final Applicatlon for Payment ....................... 14.11 Final Inspection ..................................... Final Payment and AcceptanCe ...................... 14.13 Final Payment, Recommendatinn of ........... 14.13-14.14 General Provisions ......................... 17.3-17.4 Genera Requ rement$--defimUon of. · General RequirementS--principal references to ................. 2.6, 4.4, 6.4, 6.6-6.7, 6.23 17.1 Giving Notice ........................................ Guarantee of Work--by ~2ontractor ................... 13.1 Indemnification ................................. 6.30-632 Inspection, Final .................................... 14.1 Iaspection~ Tests and ................................. 13.3 Insurance, Bonds and--in general ....................... 5 Insurance, Certificates of ........................... 2.7, 5 Insurance~omplcted operations ...................... 5.3 Insurance, Contractor's Liability ...................... 5.3 Insurance, Contractual Liability ............ ~ .......... 5.4 Insurance, Owner's Liability .......................... 5.5 Insurance, Property .............................. 5.6-5.13 Insurance--Waiver of Right. s ......................... 5.1 Intent of Contract Documents ................... 3.3,9.14 Interpretations and Clarifications ...................... 9.4 Investigations of physical conditions ................... 4.2 Labor, Materials and Equipment .................. 6.3-6.5 Laws and ReguIatioas---definition of ..................... I Laws and Regulatian.~-general ....................... 6.14 Liability Insurance--Contractor's ..................... 5.3 · Liability Insurance--Owner's ..................... '.... 5.5 Liens~definitions of ...... ; ......................... 14.2 Limitations on Engineer's Responsibilities ..................... 6.6, 9.11, 9.13-9.16 Materials and equipment--furnished by Contractor .... 6.3 Materials and equipment--not incorporated in Work .............................. 14.2 Materials or equipment---equivalent ................... 6.7 17 Miscellaneous Provisions ............................... Multi-prime contracts ................................... 7 Notice, Giving of ..................................... 17.1 Notice of Acceptability of Project ................... 14.13 Notice of Award~definition of .......................... 1 Notice to Proceed---definition of ......................... l Notice to Proceed--giving of .......................... 2.3 "Or-Equal" Items ..................................... 6.7 Other contractors ...................................... '. 7 Other work .............................................. 7 Overtime Work--prohibition of ........................ 6.3 Owner--definition of .................................... l Owner May Correct Defective Work ................. 13.14 Owner May Stop Work ............................ :. 13.10 Owner May Suspend Work, Terminate .......... 15.1-15.4 Owner's Duty to Execute Change Orders ............. 11.8 Owner's Liability Insurance ....................... :... 5.5 Owner's Representative--Engineer to serve as ........ 9.1 Owner's Responsibilities---in general .................... Owner's Separate Representative at site ............... 9.3 Partial Utilization .................................. 14.10 Partial Utilization---definition of ......................... 1 Partial Utilization--Property Insurance ............... 5.15 Patent Fees and Royalties ............................ 6.12 Payments, Recommendatlon of' ........... 14.4-14.7, 14.13 Payments to Contractor--in general .................... 14 Payments to Contractor--when due ........... 14.4, 14.13 Payments to Contractor--withholding ................ 14.7 performance and other Bonds ..................... 5.1-5.2 Permits ............................................... 6.13 Physical Conditions ................................... 4.2 Physical Conditions--Engineer's review ............. 4.2.4 Physical Conditions--existing structures ............. 4.2.2 Physical Conditions--explorations and reports ....... 4.2.1 Physical Conditions--possible document change ..... Physical ConditionS--price and time adjustments .... 4.2.5 Physical Conditions--report of differing ............. 4.2.3 Physical Conditions--Underground Facilities .......... 4.3 Preconstraction Conference ........................... 2.8 Preliminary Matters ..................................... 2 Premises, Use of .................................. 6.16-6.18 Ptice, Change of Contract .......... i ................... 11 price.Contract--definition of ................... Pr.ogress Payment, Applications for ................... 14.2 Progress Payment--retalnage ......................... 14.2 Progress schedule ............... 2.6, 2.9, 6.6, 6.29, 15.2.6 Project '--4efinitlon of ....... '.': .......................... Project Representation--prows~on for ................. 9.3 Project Representative, Resident---definition of .......... Project, Starting the .................... ~ .............. 2.4 Property Insurance ............................... 5.6-5.13 Property Insurance--Partial Utilization ............... 5.15 Property Insurance--Receipt and Application of Proceeds ................................... 5.12-5.13 Protection, Safety and ........................... 6.20-6.21 Punch list ........................................... 14.11 Recommendation of Payment .................. 14A~-14.13 Record Documents ................................... 6.19 Reference Points ...................................... 4.4 Regulations, Laws and ............................... 6.14 Rejecting Defective Work ............................. 9.6 Related Work at Site .............................. 7.1-7.3 Remedies Not Exclusive ............................. 17.4 Removal or Correction of Defective Work ........... 13.1 t Resident Project Representative--definition of ........... 1 Resident Project Representative--provision for ........ 9.3 Responsibilities, Contractor's--in general ............... 6 Responsibilities, Engineer's--in general ................. 9 Responsibilities, Owner's--in general .................... 8 Retainage ...................................... .' ..... 14.2 Reuse of Documents .................................. 3:5 Rights of Way ................................ '. ........4.1 ' Royalties, Patent Fees and. ........................... 6.12 Safety and Protection i ........................... 6.20-6.21 Samples ......................................... 6.23-6.28 Schedule or' progress ........ 2.6. 2.8-2.9, 6.6, 6.29, 15.2.6 Schedule of Shop Drawing submissions ...................... 2.6, 2.8-2.9, 6.23, 14.1 Schedule of values ...................... 2.6, 2.g-2.9, 14.1 Schedules, Finalizing .................................. 2.9 Shop Drawings and Samples ..................... 6.23-6.28 Shop Drawings---definition of ............................ Shop Drawings, use to approve 6.7.3 substitutions ...................................... Si~¢. ¥isizs to--by Engineer ... 9.2 Starting the Project .................................... 2.4 Stopping Work--by Contractor ....................... 15.5 Stopping Work--by Owner .......................... 13.10 Subcont factor---definition of ............................. I Subcontractors---in general ....................... 6.8-63 I Subcontracts--required provisions ............ 5. I I.I. 6.11 I 1.4.3 substantial Completion--:ertification of .............. 14.$ Substantial Completion-~iefinition of .................... 1 Substitute or "Or-Equal" Items ....................... Subsurface Conditions ............................. 4.2-4.3 Supplemental costs ................................. 11.4.:5 Supplementary Conditions---definition of ................ I Supplementary Conditions--principal references to .. 2.2, 4.2, 5.1, 5.3.5.6-5.8, 6.3.6.13, 6.23, ?.4~ 9.3 Supplementing Contract Documents ............... 3.4-3.5 ' Supplier--definition or' ................................... 1 Supplier--principal references to ... 3.6, 6.5.6.7-6.9.6.20,. 6.24, 9.13, 9.16, 11.8, 13.4.14.12 Sure! y--consent to payment .................. 14.12.14.14 Surety--Engineer fias no duty to ..................... 9.13 Surety--notice to .......................... 10.1, 10.`5, 15.2 5.1-5.2 Sure ty---c!u ali~catio n of ........................... 15. Suspending Work. by Owner .... .. .... : ............... Suspension of Work and Term!nauon--m general ....... Superintendent--Contractor's ......................... 6.2 Supervision and Superintendence .................. 6.1-6.2 Taxes--Payment by Contractor ....................... 6.1`5 Termination--by Contractor .......................... 1.5.5 Termination--bY Owner ......................... 15.2-1`5.4 Termination, Suspension of Work and--in general ...... 15 Tests and Inspections ........................... 13.3-13.7 Time, Change of Contract ....... ' 12 Time. Computation of ................................ 17.2 Time. Contract--definition of ............................ I Uncovering Work ............................... 13.8-13.9 Underground Facilities---definition of .................... Underground Facilities--not shown or indicated ..... 4.3.2 Underground Facilities-protection of ........... 4.3.6.20 Underground Facilities---shown or indicated ......... 4.3.1 Unit Price Work-definition of ...................... ~... Unit Price Work--general ................. 11.9, 14.1. 14.5 Unit Prices. Determinations for ....................... 9.10 Use of Premises ................................. 6.16-6.18 Utility owners .......................... 6.13.6.20. ?.2-7.3 Values, Schedule of ............... 2.6 2.9, Variations in Work--Authorized ............ 6.25, 6.27, 9.5 Visits to Site--by Engineer ............................ 9.2 Waiver of Claims~on Final Payment ................ 14.16 Waiver o'f Rights by insured parties ............. 5.10, 6. I Warranty and Guarantee--bY Contractor ............. 13.1 Warranty of Title, Contractor's ....................... 14.3 Work, Access to ..................................... 13.2 Work--by others ........................................ 7 Work Continuing During Disputes .................... 6.29 Work, Cost of ................................... I 1.4-11.5 1 Work.~defin[tion of ..................................... Work Directive Change--definition of ................... Work Directive Change--principal refere rices to ............................ 3.4.3, I 0.1- I 0.2 Work, Neglected by Contractor .................... '. 13.14 Work, Stopping by Contractor ........................ 15.5 Work, Stopping by Owner ....................... 15.1-15.4 Written Amendment--definition of .............. : ....... 1 Written Amendment--principal references to ..................... 3.4.1, 10.1, Il.2, 12. I GENERAL CON DI. TIONS ARTICLE i__DEFINITIONS Wherever used in these General Conditions or in the o!her Contract Documents the following terms have the meamngs indicated which are applicable to both thc singular and plural thereof: Addenda~Written or graphic instruments issued prior to the opening of Bids which chtrify, correct or change the bidding documents or the Contract Documents- Agreement--The written agreement between OWNER and CONTRACTOR covering the Work to be performed; other Contract Documents are attached to the Agreement and made a part thereof as provided therein- Application for Payment--The form accepted by ENGI- NEER which is to be used by CONTRACTOR in requesting progress or final payments and which is to include such sup- porting documentation as is required by the Contract'' Documents. Bid--The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed. Bonds--Bid, performance and payment bonds and other instruments of security. Change Order--A document recommended by ENGINEER, which is signed by CONTRACTOR and OWNER and autho- rizes an addition, deletion or revision in the Work. or an adjustment in the Contract Price or the Contract Time, issued on or after the Effective Date of the Agreement. Contract Documents--The Agreement, Addenda (which per- tain to the Contract Documents), CONTRACTOR's Bid (including documentation accompanying the Bid and any post- Bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the Agreement. the Bonds, these General Conditions. the Supplementary Conditions. the Specifications and the Drawings as the same are more spe- cifically identified in the Agreement. together with all amend- ments, modifications and supplements issued pursuant to paragraphs 3.4 and 3.5 on or after the Effective Date of the Agreement. Contract Price--The moneys payable by OWNER to CON- TRACTOR under the Contract Documents as stated in the Agreement (subject to the provisions of paragraph I 1.9.1 in the case of Unit Price Work). Contract T?tne--The number of days (computed as provided in paragraph 17.2) or the date stated in the Agreement for the completion of the Work. CONTRACTOR--The person, firm or corporation with whom OWNER has entered into the Agreement. leli, ctive--An adjective which when modifying the word Work refers to Work that is unsatisfactory, faulty or deficient, or does not conform to the Contract Documents. or does not meet the requirements of any inspection, reference standard, test or approval referred to in the Contract Documents. or has been damaged prior to ENGINEER's recommendation of final payment (unless responsibility for the protection thereof has been assumed by OWNER at Substantial Completion in accordance with paragraph 14.8 or 14.10). Dran.b~g$--The drawings which show the character ~nd scope of the Work to be performed and which have been prepared or approved by ENGINEER and are referred to in the Con- [tact Documents. Effective Date of the ~4Rreement--The date indicated in the, Agreement on which it becomes effective, but if no such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and · deliver. ENGINEeR--The person, firm or corporation named as such in the Agreement. Field Order--A written order issued by ENGINEER which orders minor changes in the Work in accordance with para- graph 9.5 but which does not involve a change in the Contract Price or the Contract Time. General Requlremenls--$ections of Division I of the Speci- fications. Laws and Regtdariot~s: Laws or Regulations--Laws, rules, regulations, ordinances, codes and/or orders. Notice of Award--The written notice by OWNEP~ to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified. OWNER will sign and deliver the Agreement. Notice to Proceed-r-A written notice given by OWNER to CONTRACTOR (with a copy to ENGINEER) fixing the date on which the Contract Time will commence to run and on which CONTRACTOR shall start to perform CONTRAC- TOR'S obligations under the Contract Documents. OWNER--The public body or authority, corporation, asso- ciation, firm o.r person with whom CO NTRACTO R has ente red into the Agreement and f~r ~hom the Work is to be provided. Partial Utilizatloa--Placing a portion of the Work in service for the purpose for which it is intended (or a related purpose) before reaching Substantial Completion for all the Work. Project--The total construction of which the Work to be provided under the Contract Documents may be the whole. or a part as indicated elsewhere in the Contract Documents. Resident Project Representative--The authorized represen- tative of ENO IN EER who is assigned to the site or any part thereof. Shop Drawingx--AIl drawings, diagramS, illustrations, schedules and other data ~vhlch arc specifically prepared by or for CONTRACTOR to illustrate some portion of the Work and all illustrations, brochures, standard schedules, perfor- mance charts, instrUctions, diagrams and other information prepared by a Supplier and submitted by CONTRACTOR to illustrate material or equipment for some portion of the Work. Specifications--Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, constrUction systems, standards and workman- ship as applied to the Work and certain administrative detaBs applicable thereto. Subcontractor--An individual, firm or corporation having a direct contract with cONTRaCTOR or with any other Sub- contractor for the performance of a part of the Work at the site. Substantio! Completion--The Work (or a Sl~Cified part thereoD has progressed to the point where, in the opinion of ENGI- NEER as evidenced by ENGINEER's definitive certificate of Substantial Completion, it is sufficiently complete, in- accordance with the Contract Documents, so that the Work (or specified par0 can be utilized for the purposes for which it is intended; or if there be no such certificate issued, when final payment is due in accordance with paragraph 14.13. The terms "substantially complete" and "substantially com- pleted'' as applied to any Work refer to Substantial Comple- tion thereof. Supplementary Conditlonx--The part of the Contract Docu- ments which amends or supplements these General Condi- tions. Supplier--A manufacturer, fabricator, supplier, distributor', materialman or vendor. Underground Facillties--All pipolines, conduits, ducts,'cables, wires, manholes, vaults, tanks, tunnels or other such facilities or attachment~, and any eneasements containing such facil- ities which have been installed underground to furnish any of the following services or materials: electricity, gases, ate.am, liquid petroleum products, telephone or other commumca- lions, cable television, sewage and drainage removal, traffic or other control systems or water. Unit Price Work--Work to be paid for on the basis of unit prices. Work--The entire completed construction or the various sep- arately identifiable parts thereof required to he furnished under the Contract Documents. Work is the result of per- forming services, furnishing labor and furalshlng and incor- poratlng materials and equipment into the construction, all aa required by the Contract Documems. Work Directive Change--A written directive to CONTRAC- TOR, issued on or after the Effective Date of the Agreement and signed by OWNER and recommended by ENGINEER, *See Supplementary Conditions ordering an addition, deletion or revisio& in the Work, or responding to differing or unforeseen physical conditions under which the Work is to be performed as provided in paragraph 4.2 or 4.3 or to emergencies under paragraph 6.22. A Work Directive Change may not change the Contract Pdce or the Contract Time, but is evidence that the parties expect that the change directed or documented by a Work Directive Change will be incorporated in a subsequently issued Change Order followitig negotiations by the parties as to its effect, if any, on the Contract price or Contract Time as provided in paragraph 10.2. Written Amendment~A written amendment of the Contract Documents, signed by OWNER and CONTRACTOR on or after the Effective Date of the Agreement and normally deal- ing with the nonengiaeering or nontechnical rather than strictly Work-related aspects of the Contract D6cumants. · ARTICLE 2__PRELIMINARY MATYERS ' Delivery of Bond~: 2.1. When CONTRACTOR delivers the executed Agree' ments to OWlqER, CONTRACTOR shall also deliver to OWNER such Bonds as CONTRACTOR may be required to furnish in accordance with paragraph 5.1. Copies of Documents: 2.2. OWNER shall furnish to CONTRACTOR up to ten copies (unless other,vise specified in the Supplementary Con- ditions) of the Contract Documents as are reasonably nec- essary for the exeoutlor~ of the Work, Additional copies will be furnished, upon request at thc cost of reproduction. * Commencement of Contract Time; Notice to Proceed: 2.3. The Contract Time will commence to run on the thirtieth day after the Effective Date of the Agreement, or, if a Notice to Proceed is given, on the day indicated in the ~qofice to Proceed. A Notlcc to Proceed may be given at any time within thirty days after the Effective Date of the Agree- ment. In no event will the Contract Time commence to run later than the seventy-fifth day after thc day of Bid opening or the thirtieth day after the Effective Date of the A~reemcat. whichever date is earlier. Starting the Project: 2.4. CONTRACTOR shall start to perform the Work on the date when the Contract Time commences to run, but no Work shall be done at the site prior to the date on which the Contract Tim.e commences to run. Before Starting Construction: 2.5. Before undertaking each part o1' {he Work. CON- TRACTOR shall carafuIly study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements- CONTRAC- TOR shall promptly repOt~ in writing to ENGINEER any conflict, error or discrepancy which CONTRACTOR may discover and shall obtain a written interpretation or ~tion from ENGINEER before proceeding with any Work ~ected thereby; however, CONT~OR shall not be lia- ble to OWNER or ENGINEER for failure to repofl any ' t c~or or discrcpZn<Y in the Contract Documents, re~onably h~ve known thereof. 2.6. Within ten days after the Effec~ve Date of~e Agge- ment (unless othe~vise specified in the Gene~l Require- ments), CO~T~OR shall submit to ENGINEER for review; 2.~.1. an esd~ted progress ~chedule [nd~ng ~e ~t~[ng ~d completion d~es of ~e v~ous ~mge~ o~ the Work; 2.&2. ~ prel~ ~chedule of Shop D~ng sub- ~ssions; and ' · 2.6.3. ~ preii~n~ schedule of values for Work which ~ i~ct~d~ quantities snd p~ces of items ~reg~ting ~ CoRec[ Price a~d ~1[ subdivide the Work i~Jo compo~[ p~s iR su~cie~t detaR to se~e ~s the basis for progress pByments d~ag construction- S~ch pHcas will include an ~ppmp~ate ~mouat ofowrh~d profit ~ppticabt~ [o ~ch item of Wo~ which wilt be coa- ti.od i~ writing by COHT~OR ~t the time of sub- missiom 2.7. Before a~y Wor~ ~t the site is st~Red, CONT~C- TOR sh~[ daliwr to OglER, with · copy to ce~ifi~tes (and o~er evidence of iasumnce requested by OWNER) which cONT~ORis required to pureh~ m~t~n ia ~ccord~gce with p~phs 5.3 g~d O~ER sh~ dcilv~r to COHT~OR cemi~t~s other evideace of i~s~mace requests& by CO~OR) which O~ER is required to p~reh~e ~ad ~ccord~ce with p~phs 5.6 sod 5.7. PreconstrucEon Conference: 2.$. Within twenty days after the Effective Date of the Agreement, but before CONTRACTOR starts the Work at the site, a cortference attended by CONTRACTOR, ENGI- NEE, R and others as appropriate will be held to discuss the schedules referred to in paragraph 2.6, to discuss procedures for handling Shop Drawings a~d other submittals and for prOCeSsing Applications for Payment, and to establish aworking understanding among the parties ~s to the Work. Fiaalddng Schedules: 2.9. At least ten days before submission of the first Appli- cation for Payment a conference attended by coNTRAC- TOR, ENGINEER and others as appropriate will be held to finalize the schedules submitted in accordance with para- *See Supplementary Conditions graph 2.6. Thc finalized progress schedule will be acceptable to ENGINEER as providing an orderly progression of the Work to completion within the Contract Time, Er~'- such acceptance will neither impose on ENGINEER resP°asibitity for the progress or scheduling of the Work nor relieve CON- TRACTOR from full responsibility therefor. The finalized schedule of Shop Drawing submissions will be acceptable to ENGINEER as providing a workable arrangement for pro- cessing the submissions. The finalized schedule of values wit[ be acceptable to ENGINEER as to form and substance. ARTICLE 3__coNTRACT DOCUMENTS: INTENT, AMENDING, REUSE Intent: 3.1. The Contract Documents comprise the enr re .agree- ment between OWNER and CONTRACTOR concerning the Work. The Contract Documents are complementary; what is called fo~: by one is as binding as if called for by all. The Contract Documents will be construed in accordance with the law of the place of the Project. * 3.2. itistheintentoftheContractDocumentst°describe a functionally complete Project (or part thereot') to be con- str:ucted in accordance with the Contract Documents. Any Work, materials or cqulpment that may reasonably be inferred from the Contract Documents as being required to produce the intended result will be supplied whether or not specifically called for. When words which have a wall.known technical or trade meaning are used to describe Work, materials or equip ment such words shall be interpreted in accordance with that meaning. Reference to standard specificatiods, manuals or codes of any technical society, organization or association, or to the Laws or Regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code or Laws or Regulations in effect at the time of opening of Bids (or, on the Effective Date of the Agreement if there were no Bids), except as may b¢ otherwise specifically stated. Floweret, no provision of any referenced standard specification, manual or code (whether or not specifically incorporated by reference in the Contract Documents} shall be effective to change the duties and responsibilities of oWNER, CONTRACTOR or ENGINEER, or any of their consukants, agents or employ- ecs from those set forth in the Contract Documents, nor shall . it be effective to assign to ENGINEER, or any of ENGI- NEER's ¢oasuRants, agents or employees, any duty or authority to supervise 0r direct the furnishing or performanc.e of the Work or any duty or authority to undertake respons~- billty ¢outrkry to the provisions of paragraph 9.15 or 9.16. Clarifications and interpretations of the Contract Documents shall be issued by ENGINEER as provided in paragraph 9.4. 3.3. If, during the performance of the Work, cONTRAC- TOR finds a conflict, error or discrepancy in the Contract Documents, CONTRACTOR shall so report to ENGINEER in writing at once and before proceeding with the Work affected thereby shall obtain a written interpretation or clarification from ENGINEER; however, CONTRACTOR shall not be liable to OWNER or ENGINEER for failure to repor~ any conflict, error or dis&cpancy in the Contract Documents unless CONTRACTOR had actual knowledge thereof or should reasonably have known thereof. Amending and Supplementing Contract Documents: 3.4. The Contract Documents may be amended to pro- vide for additions, deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways: 3.4.1. a formal Written Amendment, 3.4.2. a Change Order (pursuant to paragraph 10.4), or 3.4.3. a Work Directive Change (pursuant to para- graph 10.1). As indicated in paragraphs 11.2 and 12.1, Contract Price.and Contract Time may only be changed by a Change Order or a Written Amendment. 3.5. In addition, the requirements of the Contract Docu- ments may be supplemented, and minor variations and devia- tions in the Work may be authorized, in one or more of thc following ways: 3.5.1. a Field Order (pursuant to paragraph 9.5), 3.~.2. ENGINEER's approval of a Shop Drawing or sample (pursuarft to paragraphs 6.26 and 6.27), or 3.5.3. ENGINEER's written interpretation or clarifi- cation (pursuant to paragraph 9.4). Reuse of Document: 3.6. Nekher'CONTR.ACTOR nor any Subcontractor or Supplier or other person or organization performing or fur- nishing any of the Work under a direct or indirect contract with OWNER shall have or acquire any title to or ownership rights in any of the Drawings, Specifications or other docu- ments (or copies of any thereof) prepared by or bearing the seal of ENGII'IEER; and they shall not muse any of them on extensions of the Project or any other project without written consent of OWNER and ENGINEER and specific written verification or adaptation by ENGINEER. ARTICLE 4--AVAILABILITY OF LANDS; pHYSICAL CONDITIONS; REFERENCE POINTS A vai~blt~ of 4.1. OWNER shall furnish, as indicated in the Contract Documents, the lands upon which the Work is to be per- formed, rights-of-way and easements for access thereto, and *See Supplementary Conditi6ns such other lands which are designated for the use of CON. TRACTOR. Easements for permancnt structures or perma. nent changes in existing facilities will be obtained and paid for by OWNER, unless otherwise provided in the Contract Documents. If CONTRACTOR believes that any delay in OWNER's furnishing these lands, rights-of-way or ease- ments entitles CONTRACTOR to an extension of the Con- tract Time, CONTRACTOR may make a claim therefor as provided in Article 12. CONTRACTOR shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. Physical Conditions: * 4.2.1. F~zplorations and Reports: Reference is made to the Supplementary Conditions for identification of those repol'[S of explorations and tests of subsurface conditions at the site that have been utilized by .ENGINEER in prep- station of the Contract Documents. CONTRACTOR may rely upon the accuracy of the technical data contained id such reports, but not upon nontechnical data, interpreta- tions or opinions contained therein or for the completeness thereof for CONTRACTOR's purposes. Except as indi- cated in the immediately preceding sentence and in para- graph 4.2.6, CONTRACTOR shall have full responsibility with respect to subsurface conditions at the site. 4.2.2. Existing Structures: P. eference is made to the Supplementary Conditions for identification of those drawings of physical conditions in or relating to existing surface and subsurface structures (except Underground Facilities referred to in paragraph 4.3) which are at or contiguous to the site that have been utilized by'ENGl-' NEER in preparation of the Contract Documents-CON- TRACTOR may rely upon the accuracy of the technical data contalned in such drawings, but not for the complete- ness thereof for CONTRACTOR's purposes. Except as indicated in the. immediately preceding sentence and in paragraph 4.2.6, CONTRACTOR shall have full respOn- sibility with respect to physical conditions in or relating to such structures. 4.2.3. Report of Diffledng Conditions: If CONTRAC- TOR believes that: 4.2.3.1. any technical data on which CoNTRAC- TOR is entitled to rely as provided in paragraphs 4.2.1 and 4.2,2 is inaceurnte, or 4.2.3.2. any physical condition uncovered or revealed at the site differs materially from that indi- cated, reflected or referred to in the Contract Docu- CONTRACTOR shall, promptly after becoming aware thereof and before performing any Work in connection therewith (except in an emergency as permitted by para- graph 6.22), notify oWNER and ENGINEER in writing about the inaccuracy or difference. 4.2.4. ENGINEER's Review: ENGINEER will promptly review the pertinent conditions, determine thc necessity of obtaining'additional explorations or tests with respect thereto and advise OWN ER in writing (with a copy to CONTRACTOR) of ENGINEER's findings and con- clusions. 4.2.5. Possible Docutnent Change: If ENGINEER concludes that there is a material error in the Contract Documents or that because of newly discovered condi- tions a change in the Contract Documents is required, a Work Directive Change or a Change Order will be issued as provided in Article l0 to reflect and document the consequences of the inaccuracy or difference. 4.2.6. Possible Price a/ed Time Adjustments: In each such case, an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, or any combination thereof, will be allowable to the extent that they are attributable to any such inaccuracy or difference. If OWNER and CONTRACTOR are unable to agree as to the amount or length thereof, a claim may be made therefor as provided in Articles Il and 12. Physical Conditions--Underground Facilities: 4,3.1. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the site is based on information and data furnished to OWNER or ENGINEER by the owners of such Underground Facil- ities or by others. Unless it is otherwise expressly pro- vided in the Supplementary Conditions: 4.3.1.I. OWNER and ENGINEER shall not be responsible for the accuracy or completeness of any such information or data; and, 4.3.1.2. CONTRACTOR shall have full responsi- bility for reviewing and checking all such information and data, for locating all Underground Facilities shown or indicated in the Contract Documents, for coordina- tion of the Work with the owners of such Underground Facilities during construction, for the safety and pro- tection thereof as provided in paragraph 6.20 and repairing any damage thereto resulting from the Work, the cost of all of which will be conaidered as having been included in the Contract Price. 4.3.2. Not Shown or Indicated. If an Underground Facility is uncovered or revealed at or contiguous to the site which was not shown or indicated in the Contract Documents and which CONTRACTOR could not reason- ably have been expected to be aware of, CONTRACTOR shall, promptly after becoming aware thereof and before performing any Work affected thereby (except in an emer- gency as permitted by paragraph 6.22), identify the owner of such U ndergrou nd Facility and give written notice thereof to that owner and to OWNER and ENGINEER. ENGI- NEER will promptly review the Underground Facility to determine the extent to which the Contract Dncuments should be modified to reflect and document the conse- quo noes of the existence of the Underground Facility, and the Contract Documents will be amended or supplemented to the extent necessary. During such time, CONTRAC- TOR shall be responsible for the safety and protection of such Underground Facility as provided in paragraph 6.20. CONTRACTOR shall be allowed an increase in the Con- tract Price or an extension of the Contract Time, or both, to the extent that they are attributable to the existence of any Underground Facility that was not shown or indicated in the Contract Documents and which CONTRACTOR could not reasonably have been expected to be aware of. If the parties are unable to agree as to the amount or length thereof, CONTRACTOR may make a claim therefor as provided in Articles 11 and 12. Reference Points: 4.4. OWN ER shall provide engineering surveys to estab- lish reference points for construction which in ENGINEER's judgment are necessary to enable CONTRACTOR to proceed with the Work. CONTRACTOR shall be responsible for lay- ing out the Work (unless otherwise specified in the General Requirements), shall protect and preserve the established reference points and shall make no changes or relocations without the prior written approval of OWNER. CONTRAC- TOR shall report to ENGINEER whenever any reference point is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be respon- sible for the accurate replacement or relocation of such ref- erence points by professionally qualified personnel. ARTICLE 5--BONDS AND INSURANCE Performance and Other Bonds: 5.1. CONTRACTOR shall furnish performance and pay- ment Bonds, each in an amount at least equal to the Contract Price as security for the faithful performance and payment of all CONTRACTOR's obligations under the Contract Docu- ments. These Bonds shall remain in effect at least until one year after the date when final payment becomes due, except as otherwise provided by Law or Regulation or by the Con- tract Documents. CONTRACTOR shall also furnish such other Bonds as are required by the Supplementary Con.d~- tigris. All Bonds shall be in the forms prescribed by Law or Regulation or by the Conti'act Documents and be executed by such sureties as are named in the current list of "Com- panies Holding Certificates of Authority as Acceptable Sure- ties on Federal Bonds and as Acceptable Reinsuring Com- panies'' as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by a certified copy of the authority to act. 5.2. If the surety on any Bond furnished by CONTRAC- TOR is declared a bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of i 41 the Project is located or it ceases to meet the requirements of paragraph 5.1, CONTRACTOR shall within five days thereafter substitute another Bond and Surety, both of which must be acceptable to oWNER. Contractor's Liability Insurance: · 5.3. CONTRACTOR shall purchase and maintain such comprehensive general liability and other insurance as is appropriate for the Work being performed and furnished and as will provide protection from clairms set forth below which may arise out of or result from CONTRACTOR's perfor- mance and furnishing of the Work and CONTRACTOR's other obligations under the Contract Documents, whether it is to be performed or furnished by CONTRACTOR, by any Subcontractor, by anyone directly or indireutly employed by any of them to perform or furnish any of the Work, or by anyone for whose acts any of them may be liable: 5.3.1. Claims under workers' or workmen's compen- sation, disability benefits and other slmliar ~mployee ben- efit acts; 5.3.2. Claims for damages because of bodily injury, occupational sickaes, s or dlse .axe, or death of CONTRAC- TOR.'s employees; 5.3.3. Claims for damages because of bodily injury, sickness or disease, or death of any person other than CONTRACTOR's employees; 5.3.4. Claims for damages insured by personal injury liability coverage which are sustained (a) by any person as a result of an offense directly or indirectly related to the employment of such person by CONTRACTOR., or 0a) by any other person for any other reason; 5.3.5. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible prop- erty wherever located, including loss of use resulting therefrom; 5.3.6. Claims arising out of operation of Laws or Reg- ulations for damages because of bodily injury or death of any person or for damage to property; and 5.3.7. Claims for damnges because of bodily injury or death of any person or property damage arlsing out of the ownersh{p, maintenance or use of any motor vehicle. The insurance required by this paragraph 5.3 shall incIude the specific coverages and be written for not less than the limits of'llabillty and coverages provided in the Supplemen- tary Conditions, or required by law, whichever is greater. The comprehensive general liability insurance shall include completed operations insurance. All of the policies of insur- ance so required to be purchased and maintained (or the certificates or other evidence thereoF} shall contain a provi- sion or endorsement that the coverage afforded will not be ezmcalled, materially changed or ret~ewal refused until at least thirty days' prior written notice has been given to OWNER and ENGINEER by certified mail. All such insurance shall remain in effect until final payment and at ali times the.re.-flier when CONTRACTOR may be correcting, removing or replacing defective Work in accoMance with paragraph 13.12. In addition, CONTRACTOR shall maintain such completed operations insurance for at least two years after final payment and furnish OWNER with evidence of continuation of such insurance at final payment and one year thereafter. Contractual Li~bEity Insurance: ~¢ 5.4. The comprehensive generRlliability insurance required by paragraph 5.3 will include contractual liability insurance applicable to cONTRACTOR's obligatlons under paragraphs 6.30 and 6.31. Owner's Liabtllty Insurance: 5.5. OWNER shall be real~0nsible for purchasing and ~alntaining OWNER's own liability insurance and, at OWNER's option, may purchase and maintain such iasur- · ' ance as will protect O~,WNER against claims xvhich may arise from operations under the Contract Documents. Property Insurance: 5.6. Unless othet'wise provided in the Supplementary Conditions, OWNER shall purchase and maintain property insurance upon the Work at the site to the full insurable value thereof (subject to such deductible amounts as may be pro- vided in the Supplementary Conditions or required by Laws and Regulations}. This insurance shall include the interests of OWNER, CONTR.ACTOR, Subcontrantors, ENGINEER and ENGINEER's consultants in the Work, all of whom'~;hall be listed as iasureds or additional insured parties, shall insure against the perils of fire and extended coverage and shall include "all risk" insurance for physical loss and damage including theft, vandalism ~fnd malicious mischief, collapse and water damage, and such other perils as may be provided in the Supplementary Conditions, and shall include damages, losses and expenses arising out of or resulting from any in~ured loss or incurred in the repair or replacement of any insured property (including but not limited 'to fees and charges of engineers, architects, attorneys and other professionals). If not covered under the "alt riaW' insurance or otherwise pro- vided in the Supplementary Conditions, CONTRACTOR shall purchase and maintain similar property insurance on portions of the Worl~ stored on and offthc site or in transit when such portions of thc Work arc ti be included in an Application for Payment. *$.7. OWNER. shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by thc SuppIcmenta~ Conditions or Laws and Regulations which will include the interests of OWNER, CONTRACTOR, Subcontractors, ENGINEER AND ENGINEER's consultants in the Work, ali of whom shall listed as insured or additional insured parties. *See Supplementary Conditions 5.8. All the policies oF insurance (or the certificates or other evidence thereof) required to be purchased and main- tained by OWNER in accordance with paragraphs 5.6 and 5.7 will contain a provision or endorsement that the coverage afforded will not be cancalled or materially changed or renewal refused until at least thirty days' prior written notice has been given to CONTRACTOR by certified mail and will contain waiver provisions in accordance with paragraph 5.11.2. 5.9. OWN ER shall not be responsible for purchasing and maintaining any property insurance to protect the interests of CONTRACTOR. Subcontractors or others irt the Work to the extent of any deductible amounts that are provided in the Supplementary Conditions. The risk of loss within the deductible amount, will be borne by CONTRACTOR, Sub- contractor or others suffering any such loss and if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain it at the purchas- er's own expense. 5.10. If CONTRACTOR requests in writing that other special insurance be included in the property insurance poi: icy, OWNER shall if possible, include such insurance, and the cost thereof will be charged to CONTRACTOR by appro- priate Change Order or Written Amendment. Prior to com- mencement of the Work at the site, OWNER shall in writing advise CONTRACTOR whether or not such other insurance has been procured by OWNER. Waiver of Rights: 5.1 I.I. OWNER and CONTRACTOR waive all rights against each other for all losses and damages caused by any of the perils covered by the policies of insurance provided in response to paragraphs 5.6 and 5.7 and any other proper~y insurance applicable to the Work, and also waive all such rights against the Subcommctors. ENGI- NEER, ENGINEER's consultants and all other parties named as insureds in such policies for losses and damages so caused. As required by paragraph 6.1 I. each subcon- tract between CONTRACTOR and a Subcontractor will contain similar waiver provisions by the Subcontractor in favor of OWN ER, CONTRACTOR, ENGINEER, ENG I' N EER's consultants and all other parties named as insurers- None of the above waivers shall extend to the rights that any of the insured parties may have to the proceeds of insurance held by OWNER as trustee or otherwise p.ayo able under any policy so issued. 5.11,2. OWNER and CONTRACTOR intend that any policies provided in response to paragraphs 5.6 and 5.7 shall protect all of the parties insured and provide primary coverage for all losses and damages caused by the perils covered thereby. Accordingly, all such policies shall con- tain provisions to the effect that in the event of payment of any loss or damage the insurer will have no rights of recovery against any of the parties named as.insurers or additional insurers, and if the insurers reqmre separate waiver forms to be signed by ENGINEER or ENGI- NEER's consultant OWNER will obtain the same, and if such waiver forms arc required of any Subcontractor, CONTRACTOR will obtain the same. Receipt and Application of Proceeds: 5.12. Any insured loss under the policies of insurance required by paragraphs 5.6 and 5.7 will be adjusted with OWNER and made payable to OWNER as trustee for the insurers, as their interests may appear, subject to the require- ments of any applicable mortgage clause andof paragraph 5.13. OWNER shall deposit in a separate account any money so received, and shall distribute it in accordance with such agreement as the parties in interest may reach. If no other special agreement is reached the damaged Work shall be repaired or replaced, the moneys so received applied on account thereof and the Work and the cost thereof covered by an appropriate Change Order or Written Amendment. 5.13. OWNER as trustee shale have power to adjust and settle any. loss with the insurers unless one of the parties in interest shall object in writing within fifteen days after the occurrence of loss to OWNER's exercise of this power. If such objection be made, OWNER as trustee shall make set- tlement with the insurers in accordance with such agreement as the parties in interest may reach. If required in writing by any patay in interest. OWNER as trustee shall, upon the occurrence of an insured loss, give bond for the proper per- formance of such duties. Acceptance of lnsurance: 5.14. if OWNER has any objection to the coverage afforded by or other provisions of the insurance required to be pur- chased and maintained by CONTRACTOR in accordance with paragraphs 5.3 and 5.4 on the basis of its not complying with the Contract Documents, OWNER shall notify CON- TRACTOR in writing thereof within ten days of the date of delivery of such certificates to OWNER in accordance with paragraph 2.7. If CONTRACTOR has any objection to the coverage afforded by or other provisions of the policies of insurance required to be purchased and maintained by OWN ER in accordance with paragraphs 5.6 and 5.7 on the basis of their not complying with the Contract Documents. CON- TRACTOR shall notify OWNER in writing thereof within ten days of the date of delivery of such certificates.to CON- TRACTOR in accordance with paragraph 2.7. OWNER and CONTRACTOR shall each provide to the other such addi- tional information in respect of insurance provided by each as the other may reasonably request. Failure by OWNER or CONTRACTOR to give any such notice of objection within the time provided shale constitute acceptance of such insur- ance purchased by the other as complying with the Contract Partial Utilization--Property Insurance: 5.15. if OWNER finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Comple- tion of all the Work, such use or occupancy may be a~com- plished in accordance with paragraph 14.10; provided that no sitated thereby. The insurers providing the property Insur- ance shall consent by endorsement on the policy or policies, but the property insurance shall not be cancelled or lapse ~n ARTICLE 6--CONTRACTOR'S RESPONSIBILITIES SupervlHon and Superintendence: 6.1. CONTR.ACTOR shat| supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Doc- uments. CONTR. ACTOR shall be solely responsible for the means, methods, techniques, sequences and procedures of construction, but CONTILACTOR shall not be respOnsible 6.5. All materials and equipment shall.be of good quality and new, except as otherwise provided in thc Contract Doc- uments. If required by ENGINEER; CONTRACTOR shall furnish satisfactory evidence (including reports of required tests) as to the kind and quality of materials and equipment. All materials and equipment shall be applied, installed, con- nected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable Supplier except as otherwise provided in the Contract Documents; but no pro- vision of any such instructions will be effective to assign to ENGINEER, or any of ENGINEER's consultants, agents or employees, any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or author- ity to undertake responsibility contrary to the provisions of paragraph 9.15 or 9.16. Adjusting Progress Schedule: 6.6. CONTRACTOR shall submit to ENGINEER for acceptance (to the extent indicated in paragraph 2.9) adjust- ments in the progress schedule to reflect the impact thereon for the negligence of others in thc design or selection of a of new devetbpments; these will conform generally to the specific means, method, technique, sequence or procedure · 'progress schedule then in effect and additionally will comply of construction which is indicated in and required by the with any provision~ of the General Requirements applicable Contract Documents. CONTRACTOR shall be responsible to sec that the finished Work complies accurately with the Contract Documents. 6.2. CONTRACTOR shall keep on the Work at all times during its progress a competent resident superintendent, who shall not be replaced without written notice to OWNER and ENGINEER except under extraordinary circumstances. The superintendent will be cONTRACTOR's representative at. the site and shall have authority to act on behalf of CON- TRACTOR. All communications given to the superintendent shall be as binding as if given to CONTRACTOR. Labor, Materials and Equipment: * 6.3. CONTRACTOR shall provide competent, suitably qualified personnel to su~ey and lay out the Work and per- form construction as required by the Contract Documents. CONTRACTOR shall at ali times maintain good discipline and order at the site. Except in connection with the safety or protection of persons or the Work or property at the site or adjacent thereto, and except as otherwise indicated in the Contract Documents, ail Work at the site shall be performed during regular working hours, and CONTRACTOR will not permit overtime work or the performance of Work on Sat- urday, Sunday or any legal holiday without OWNER's writ- ten consent given after prior written notice to ENGINEER. 6.4. Unless otherwise specified in the General Require- ments, CONTRACTOR shall furnish and assume full respon- sibility for all materials, equipment, labor, transportation, construction cqulpmcnt and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities and all other facilities and incidentals necessary for thc furnishing, performance, testing, start-up and completion of the Work. thereto. $ubsfftutes or "Or-Equal" Items: 6.7.1. Whenever materials or equipment are specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier the naming of the item is inmnded to establish the type, function and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or equipment of other Suppliers may be accepted by ENGINEER if sufficient information is submitted by CONTRACTOR to allow ENGINEER to determine that the material or equipment proposed is equivalent or equal to that named. The procedure for review by ENGINEER will include the following as supplemented in the General Requirements. Requests for review of substitute items of material and equipment will not be accepted by ENGI- NEER from anyone other than CONTRACTOR. If CON- TRACTOR wishes to furnish or usc a substitute item of material or equipment, CONTRACTOR shall make writ- ten application to ENGINEER for acceptance ti3ereof, certifying that the proposed substitute will perform ade- quately thc functions and achieve thc results called for by the general design, be simiiar and of equal substance to that specified and be suited to the same use an that spec- ified. The application will state that the evaluation and acceptance of the proposed substitute will not prejudice CONTRACTOR's achlevement of Substantial Comple- tion on time, whether or not acceptance of the substitute for use in the Work will require a change in any of the Contraot Documents (or in the provisions of any other direct contract with oWNER for work on the Project) to adapt the design to the proposed substitute and whether or not incorporation or use of thc substitut~ in connection with the Work is subjnct to payment of any license fee or *See Supplementary Conditions royalty. All variations or Ibc propo:~cd sobstittue front that sp~cilled will bc identified in thc application and available mnintemmce, repair and replacement service ,.,..ill be indi- cated. The application will also contain an itemized esti- mate of all costs that wiB result directly or indirectly from acceptance of such substitute, including costs of redesign and claims of other contractors affected by the resulting change, all of which shall be considered by ENGINEER in evaluating the proposed substitute. ENGINEER ma)' require CONTRACTOR to furnish at CONTRACTOR's expense additional data about the proposed substitute. 6.'/.3.2. Ifa specific means, method, technique, sequence or procedure of construction is indicated in or required by' the Contract Documents. CONTRACTOR may furnish or utilize: a substitute means, method, sequence, technique OWNER and ENGINEER and if CONTRACTOR has submitted a llst thereof in accordance with the Supple- mentary Conditions. OWN ER's or ENGINEER's accept- ance (eit he~: in writing or by failing to make written objec- tion thereto by the date indicated for acceptance or objec- tion in the bidding documents or the Contn~ct Documents) of any such Subcontractor. Supplier or other person or organization so identified may be rcvokcd on the basis of reasonable objection after due investigation, in which case CONTRACTOR shall submit an acceptable substitute, the Contract Price will be increased by the difference in the cost occasioned by such substitution and an appropriate Change Order will be issued or Written Amendment signed. No acceptance by OWNER or ENGINEER Gl'any such Subcontractor. Supplier or other person or organization shall constitute a waiver of any right of OWN ER or ENG!- or procedure or' construction acceptable to ENGINEER. NEER to reject de£ectire Work. if CONTRACTOR submits sufficient information to allow ENGINEER to determine that the substitute proposed is . '~ 6.9. CONTPOkCTOR shall be fully respoosib[e toOWNER equivalent to that indicated or required by the Contract and ENGINEER for all acts and omissions of the Subeon- Documents. The procedur,, for review by ENGINEER ' tractors. Suppliers and other persons and organizations per- will be similar to that nrovided in paragraph 6.7. I as applied by ENGINEER and as may be supplemented in the Ged,-' era[ Requirements. 6.7.3. ENGINEER will be allowed a reasonable time within which to evaluate each proposed substitute. ENGI- NEER will be the sole judge or' acceptability, and no substitute will be ordered, installed or utilized without ENGINEER's prior written acceptance which wit[ be evi- denced by either a Change Order or an approved Shop Drawing. OWNER may require CONTRACTOR to fur- nish at CONTRACTOR's expense a special ped'ormance guarantee or other surety with respect to any subst{tute. ENGINEER will record time required by ENGINEER and ENGINEER's consultants in evaluating substitution, s proposed by CONTRACTOR and in making changes tn the Contract Documents occasioned thereby. Whether or not ENGINEER accepts a proposed substitute. CON- TRACTOR shall reimburse OWNER for the charges of ENGINEER and ENGINEER's consultants for evaluat- ing each proposed substitute. Concerning Subcontracter~, Suppliers and Others: 6.8.1. CONTRACTOR shall not employ any Subcon' tractor. Supplier or other person or organlzation (including those acceptable to OWNER and ENGINEER as indi- cated in paragraph 6.$.2}. whether initially or as a substi- tute. against whom OWNER or ENGINEER may have reasonable objection. CONTRACTOR shall not be required to employ any Subcontractor. Supplier or other person or organization to furnish or peri'orm any of the Work against whom CONTRACTOR has reasonable objegtion. 6.8.2. If the Supplementary Conditions require the identity of certain Subcontractors. Suppliers or other per- sons or organizations {including those who are to furnish the principal items of materials and equipment) to be sub- mitted to OWNER in advance of the specified date prior to the Effective Date of the Agreement for acceptanc~ by forming oi' furnishing any of the Work under a direct or indirect contract with CONTRACTOR just as CONTRAC- TOR is responsible for CONTRACTOR's own acts and omis- sions. Nothing in the Contract Documents shall create any contractual relationship between OWNER or ENGINEER and any' such Subcontractor. Supplier or other person or organization, nor shall it create any obligation on the part of OWNER or ENGINEER to pay or to see to the payment or' any moneys due any such Subcontractor. Supplier or other person or organization except as may otherwise be required by Laws and Regulations. 6.10. The divisions and sections of the Specifications and the identifications of any Drawings shall not control CON- TRACTOR in dividing the Work among Subcontractors or Suppliers or delineating the Work to be perfurmed by any specific trade. 6.1 I. All Work ped'ormed for CONTRACTOR by a Sub- contractor will be pursuant to an appropriate agreement between CONTRACTOR and the Subcontractor which spe- cifically binds the Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of OWNER and ENGINEER and contains waiver provisions as required by paragraph 5.11. CONTRACTOR shall pay each Subcontractor a just share of any insurance moneys received by CONTRACTOR. on account of losses under pol- icies issued pursuant to paragraphs 5.6 and 5.7. Patent Fees and t~oyaltles: 6.12. CONTRACTOR shall pay all license fees and roy- alties and assume all costs incident td the usc in the ped'or- mance of the Work or the incorporation in the Work of any invention, design, process, product or dcv[ce which is the subject of. patent rights or copyrights held by others, if a particular invention, design, process, product or device is specified in thc Contract Documents for use in the perfor- mance of the Work and if to the actual knowlcdgc o~'OWN ER · *See Supplementary Conditions or ENG IN EER its use is subject to patent rights or copyrights calling for the payment of any I[cense fee or royalty to others, the existence of such rights shall be disclosed by OWNER in the Contract Documents. CONTRACTOR shall indemnify and hold harmless oWNER and ENGINEER and anyone directly or indirectly employed by either of them from and against all claims, damages, losses and expenses (including attorneys' fees and court and arbitration costs) arising out of any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product or device not specified in thc Contract Documents, and shall defend all such clalm~in connection with any alleged infringement of such rights. Permit: * 6.13. Unless otherwise provided in the Supplementary Conditions, CONTRACTOR shall obtain and pay for all con- struction permits and licenses. OWNER shall assist CON- TRACTOR, when necessary, in obtaining such permits and licenses. CONTRACTOR shall pay all governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable at the time of opening of Bids, or if there are no Bids on the Effective Date of the Agreement. CON- TRACTOR shall pay all charges of utility owners for con- neet.ions to the Work, and OWlqER shall pay ali charges of such utility owners for capital costs related thereto such as plant investment fees. place of the Project which are applicable during the perfor- mance of the Work. Use u~ pr~m{$es: 6.16. CONTRACTOR shall confine construction equip- ment, the storage of materials and equipment and the oper- ations of workers to the Project site and land and areas iden- tified in and permitted by the Contract Documents and other land and areas permitted by Laws and Regulations, rights; of-way, permits and easements, and shall not unreasonably encumber the premises with construction equipment or other materials or equipment. CONTRACTOR shall assume full responslbilky for any damage to any such land or area, or to the owner or occupant thereof or of any land or areas contig- uous thereto, resulting frOm the performance of the Work. Should any claim be made against OWNER or ENGINEER by any such owner or occupant because of the performance of the Work, cONTRACTOR shall promptly attempt to settle with such other party by agreement or otherwise resolve thc claim by arbisration or at law. CONTRACTOR shall, to the fullest extent permitted by Laws and Regulations, indemnify ' 'and hold OWNER and ENGINEER harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of engineers, architects, attorneys and other professionals and court and arbitration costs) arising directly, indirectly or consequentially out of any action, legal or equi- table, brought by any such other party against OWNER or ENGINEER to the extent based on a claim arising out of CONTRA. croR's performance of the Work. Laws and Regalaffans: 6.14.1. CONTRACTOR shall give all notices and comply with all Laws and Regulations applicable to fur- nishing and performance of the Work. Except where oth- erwise expressly required by applicable Laws and Regu- lations, neither OWNER nor ENGINEER shall be respon- sible for monitoring CONTRACTOR's compliance with any Laws or Regulations. 6.14.';. If CONTRACTOR obserVes that the Specifi- cations or Drawings are at variance with any Laws or Regulations, CONTRACTOR shall give ENGINEER prompt written notice thereof, and any necessary changes will be authorized by one of the methods indicated in paragraph 3.4. If CONTRACTOR performs any Work knowing or having reason to know that it is contrary to such Laws or RegUlations, and without such notice to ENGINEER, CONTP-.ACTOR shall bear all costs arising therefrom; however, it shall not be CONTRACTOR's pri' mary responsibility to make certain that the Specif~catlons and Drawings are in accordance with such Laws and Regulations. * 6.15. CONTRACTOR shall pay all sales, consumer, use and other similar taxes required to be paid by CONTRAC- TOR in accordance with the Laws and Regulations of the 6.17. During the progress of the Work, CONTRACTOR shall keep the premises free from accumulations of waste materials, rubbish and other debris resulting from the Work. At thc completion of thc Work CONTRACTOR shall remove all waste materials, lmbblsh and debris from and about the premises as well as all tools, appliances, construction equip- ment and machinery, and surplus materials, and shall leave the site clean and ready for occupancy by OWNER. CON- TRACTOR shall restore to original condition all property not designated for alteration by the Contract Documents. 6.18. CONTRACTOR shall not load nor permit any part of any stractura to be loaded in any manner that will endanger the structure, nor shall CONTRACTOR subject an~ part of the Work or adjacent property to stresses or pressures that will endanger it. 6.19. CONTRACTOR shall maintain in a safe place at thc site one record copy of all Drawings, Specifications, Addenda, Written Amendments. Change Orders, Work D[rective Changes. Field Orders and written interpretations and clarifications (issued pursuant to paragraph 9.4) in good order and annotated to show all changes made during con- strUctlon. These reco rd documents together with all approved samples and a counterpart of all approved Shop Drawings will be available to ENGINEER for reference. Upon ~om- *See Supplementary Conditions p[etion of the Work. these record documents, samples and Shop Drawings will be delivered to ENGINEER for OWNER. Safe~y and Protections: * 6.20. CONTRACTOR shall be responsible for initiating. maintaining and supervising all safety precautions and pro- grams in connection with the Work. CONTRACTOR shall take all necessary precautions for the safety of. and shall provide the necessaO' protection to prevent damage, injury or loss to; 6.20. I. all employees on the Work and other persons and organizations who may be affected thereby; 6.20.2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the site; and 6.20.3. other property at the site or adjacent thereto, ' including trees, shrubs, lawns, walks, pavements, road- ways, structures, utilities and Underground Facilities not. designated for removal, relocation or replacement in the course of constn-'¢tion. CONTRACTOR shzll comply with all applicable Laws and Regulations of any public body having jurisdiction for the safety of persons or property otto protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection. CONTRACTOR shall notify owners of adjacent property and of Underground Facilities and utility owners when prosecution of the Work may affect them, and shall cooperate with them in the pro- tection, removal, relocation and replacement of their prop- erty. All damage, injury or loss to any property refeffed to in paragraph 6.20.2 or 6.20.3 caused, directly or indirectly. in whole or in part. by CONTRACTOR. any Subcontractor, Supplier or any other person or organization directly or indi- rectly employed by any of them to perform or furnish 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 Drawings or Specifications or to the acts or omissions of OWNER. or ENGINEER or anyone employed by either of them or anyone for whose acts either of them may be liable, and not attributable, directly or indi- rectly, in whole or in part. to the fault or negligence of CON- TRACTOR}. CONTRACTOR's duties and responsibilities for the safety and protection of the Work shall continue until such time as all the Work is completed and ENGINEER has issued a notice to OWNER and CONTRACTOR in accord- ance with paragraph 14.13 that the Work is acceptable (except as other'wise expressly provided in connection with Substan- tial Completion). 6.21. CONTRACTOR shall designate a responsible rep- resentative at the site whose duty shall be the prevention of accidents. This person shall be CONTRACTOR's superin- tendent unless otherwise designated in writing by CON- TRACTOR to OWNER. 6, '~a In emergencies affecting thc safety or protection of per.~;,~; or thc Work or property at the sitc or udjace~,, thereto. CONTRACTOR. without special instruction or authorization from ENGINEER or OWNER, is obligated to act to prevent threatened damage, inju~ or loss. CO NTRA~OR shall give ENGINEER prompt written notice ifCONT~ORbeficves that a~y significant changes [n the Work or variations from tbe Contmet Documents have been eaused thereby. If ENGI- NEER dete~ines that a change in the Contract Documents is required because of the action taken in response to an emergency, a Work Directive Change or Change Order will be issued to document the consequences of the changes or variations. Shop Drawings and Samples: 6.23. After checking and verifying all field measurements and after complying with applicable procedures specified in the General Requirements, CONTRACTOR shall submit to ENGINEER for review and approval in accordance with the accepted schedule of Shop Drawing submissions (see para- graph 2.9), or for other appropriate action if so indicated in the Supplementary Conditions, five copies (unless otherwise specified in the General Requirements} of all Shop Drawings, which will bear a stamp or specific written indication that CONTRACTOR has satisfied CONTRACTOR's responsi- bilities under the Contract Documents with respect to the review of the submission. All submissions will be identified as ENGINEER may require. The data shown on the Shop Drawings will be complete with respect to quantities, dimen- sions, specified perfon'nance and design cdteria,-materials and similar data to enable ENGINEER to review the infor- mation as required. 6.24. CONTRACTOR shah also submit to ENGINEER for review and approval with such promptness as to cause no delay in Work. all samples required by the Contract Doc- uments. All samples will have been checked by and accom- panied by a specific written indication that CONTRACTOR has satisfied CONTRACTOR's responsibilities under the Contract Documents with respect to thc review of the sub- mission and will bc identified clearly as to material, Supplier. pertinent data such as catalog number? and the use for which intended. 6.25.1. Before submission of each Shop Drawing or sample CONTRACTOR. shall have determined and veal- fled all quantities, dimensions, specified performance cfi- teria, installation reqdlrements, materials, catalog num- bers and similar data with respect thereto and reviewed or coordinated each Shop Drawing or sa. mple with other Shop Drawings and samples and with the requirements of the Work and the Contract Documents. ' "6.25.2 "At the time of each submission. CONTRAC- TOR shall give ENOiNEER specific written notice of each variation that thc Shop Drawings or samples may have from the requirements of the Contract Documents, and. in addition, shall cause a specific notation to be made on *See Supplementary Conditions each Shop Drawing submitted to ENGINEER for raview and approval of each such variation. 6.26. ENGINEER will r~view and approve with reason- able promptness Shop Drawings and samples, but ENGI- NEER's review and approval will be only for conformance with the design concept of the Project and for compliance with the information given in the Contract Documents and shall not extend to means, methods, techniques, sequences or procedures ofconstraction (except where a specific means, method, technique, sequence or procedure of constructlon is indicated in or required 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. CON- TRACTOR thali make corrections required by ENGINEER, and shall return the required number of corrected copies of Shop Drawings and submit as required new samples for review and approval. CONTRACTOR shall direct specific attention in writing to revisions other than the corrections called for by ENGINEER on previous submittals. 6.27. ENGINEER's review and approval of Shop Draw- ings or samples shall not relieve CONTRACTOR from responsibility for any variation from the requirements of the Contract Documents unless CONTRACTOR has in writing called ENGINEER's attention to each such variation at the time of submission as required by paragraph 6.25.2 and ENGINEER has given written approval, of each such varia- tion by a specific written notation thereof incorporated in or accompanying the Shop Drawing or sample approval; nor will any 'approval by ENGINEER relieve CONTKACTOR from responsibility for errors or omissions in the Shop Draw- ings or from responsibility for having complied with the pro- visions of paragraph 6.25.1. 6.28. Where a Shop Drawing or sample is required by the Specifications, any related Work performed prior to ENGI- NEER's review and approval of the pertinent submission will be the sole expense and responsibility of CONTRACTOR. Continuing the Work: 6.29. CONTRACTOR shall carry on the Work and adhere to the progress schedule during all disputes or disagreements with OWNER. No Work shall be delayed or postponed pend- ing resolution of any disputes or disagreements, except as permitted by paragraph 15.5 or as CONTRACTOR and OWNER may otherwise agree in writing. * ' Indemnlfication: 6.30. To the fullest'extent permitted by Laws and Regu- lations CONTRACTOR shall indemnify and hold .harmless OWNER and ENGINEER and their consultants, agents and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including but not limited t6 fees and charges of engineers, architects, attorneys and other professionals and court and arbitration costs) aris- ing out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom and (b) is caused in whole or in part by any negligent act or omission of CONTRACTOR, any Subcontractor. any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder or arises by or is imposed by Law and Regulations regardless of the negligence of any such party. 6.31. In any and all claims against OWNER or ENGI- NEER or any of their consultants, agents or employees by any employee of CONTRACTOR, any Subcontractor. any person or organization dWectly or indiroctly employed by any of them to perform or furnish any of the Work or anyo ne for whose acts any of them may be liable, the indemnification obligation under paragraph 6.30 shall not be limited in any way by any limitation on the amount or type of damages, compensatiov-or benefits payable by or for CONTRACTOR · or any such Subcontractor or other person or organization under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. 6.32. The obligations of CONTKA. CTOR under para- graph 6.30 shall not extend to the liability of ENGINEER, ENGINEER's consultants, agents or employees arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications. ARTICLE 7--OTHER WORK Related Work off 7.1, OWlqER may perform other work related to the Proj' eot at the site by OWNER's own forces, have other work performed by utility owners or let other direct contracts therefor which shall contain General Conditions similar to these. If the fact that such other work is to be performed was not noted in the Contract Documents, written notice thereof will he given to CONTRACTOR prior to starting any such other work; and, if CONTRACTOR believes that such perfor- mance will involve additional expense to CONTRACTOR or requires additional time and the parties are unable to'agree as to the extent thereof, CONTRACTOR may make a claim therefor as provided in Articles I 1 and 12. 7.2. CONTRACTOR shall afford each utility owner and other contractor who is a party to such a direct contract (or OWNER, if OWNER is performing thc additional work with OWNER's employees) proper and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such work, and shall properly connect and coordinate the Work with theirs. CONTRACTOR shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and integrate with such other work. CON- *See Supplementary Conditions TR^CTOR shall not cndangor any work of others by cutting. c.xcovating or otherwise ahering d~cir work and will only cm or alter their work with thc written con~ot o~ ENGINEER and thc others whose work Will Be afl, clod. The duties and responsibilities of CONTRA~OR under this 9amgmph arc for thc benefit or such utitky owners and other contmcto~ to thc extent that there are comparable provisions for the beneRt of CONTRACTOR in said direct ~nt~cts between OWNER and such milhy owners and other contractors. 7.3. If any part of CONTRACTOR's Work depends for proper execution or results upon thc work of any such other contractor or utility owner (or OWNER), CONTRACTOR shall inspect and promptly report to ENGINEER in writing any delays, defects or deficiencies in such work that render it unavailable or unsuitable for such proper execution and results. CONTRACTOR's failure so to report will constitute an acceptance of the other work as fit and proper for integra- tion with CONTRACTOR's Work except for latent or non- apparent defects and deficiencies in the other work. tufts which hove been utilized by ENGINEER in preparing thc Drawings and Specifications. 8.5. OWblER's responsibilities in respect of pu:chaslng and maintaining liability and property insurance arc set foah in paragraphs 5.5 through 5.8. 8.6. OWNER is obligated to execute Change Orders as indicated in paragraph 10.4. 8.7. OWNER's responsibility in respect or ccrtaln inspections, tests and approvals is set forth in paragraph 13.4. 8.8. In connection with OWNER's right to stop Work or suspend Work. see paragraphs 13.10 and 15. I. Paragraph 1.5.2 deals With OWNER's right to terminate services of CON- TRACTOR under certain circumstances. ARTICLE 9--ENGINEER'S STATUS DURING CONSTRUCTION Coordination: 7.4. It' OWNER contracts wRh others t'or the perf~r2 manes or' other work on the. Project at thc site, the person or organization who (viii have authority and responsibility for coordination or' the activities among the various prime con- tractors will be identified in the Supplementary Conditions, and thc specific matters to be covered by such authority and responsibility will be itemized, and the extent of such author- ity and responsibilities will be provided.in the Supplementary Condkions. Unless other,vise provided in the Supplementary Conditions. neither OWNER nor ENGINEER shall have any authority or responsibility in respect or- such coordinatlon. ARTICLE 8~OWNER'S RESPONSIBILITIES 8.1. OWNER shall issue all communications to CON- TRACTOR through ENGINEER. 8.2. In case cf termination of the employment of ENGI- NEER. OWNER shall appoint an engineer against whom CONTRACTOR makes no reasonable objection, whose sta- tus under the Contract Documents shall be that or- the former ENGINEER. Any dispute in connection with such appoint- ment shah be subject to arbitration. 8.3. OWNER shall furnish the data required of OWNER under the Contract Documents promptly and shall make pay- merits to CONTRACTOR promptly after they are due as provided in paragraphs 14.4 and 14.13. 8.4. OWNER's dutles in respect of providing lands and easements and providing engineering surveys to establish reference points are set forth in paragraphs 4.1 and 4.4. Para- graph 4.2 refers to OWNER's identifying and making avail- able to CONTRACTOR copies of reports of explorations and tests of subsarfacc conditions at the site and in existing sitar- *See Supplementary Condicfon~ 9,1. ENGINEER will be OWNER's representative dur- ing the construction period. The dudes and responsibilities and the limitations or'authority oFENGINEERas OWNER's representatlve during construction are set forth in the Con- tract Documents and shall not be extended without xvritten consent of OWNER and ENGINEER. Vixlt$ to Site: 9.2. ENGINEER will make visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality or- the executed Work and to-deter- mine, in general, if the Work is proceeding in accordance with the Co ntract Documents. ENGINEERwilI not be required to make cxhaustive or continuous on-site inspections to check the quality or quantity ot- the Work. ENGINEER's efforts will be directed toward providing for OWN ER a greater degree of confidence that the completed Work will conform to the Contract Documents. On the basis of such visits and on-site observations as an experienced and qualified design profes- slon,al, ENGINEER will keep OWNER int-ormed of the prog- ress of the Work and will endeavor to guard OWHER a~inst defects and deficiencies in the Work. Project Reprexentat~on: * 9.3. If OWNER and ENGI.NEER agree, ENGINEER will furnish a Resident Project Representative to assist ENGINEER in observing the performance of the Work. The duties, responslbEitles and limitations of authority of any such Resident Project Representative and assistants wile be as provided in the Supplementary Conditions. If OWNER designates another agent to represent OWNER at the site who is not ENGINEER's agent or employee, thc duties. responsibilities and limitations of authority of such other per, on will be as provided in the Supplementary Conditions' Cladficatlons and Interpretations: 9.4. ENGINEER will issue with reasonable promptness such written clarifications or interpretations of the require- ments of the Contract Documents (in tho form of Drawings or othee, vise) as ENGINEER may determine necessary, which shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. If CONTRACTOR believes that a written clarification or interpretation justifies an increase in the Contract Price or an extension of the Contract Time and the parties are unable to agree to the amount or extent thereof, CONTRACTOR may make a claim therefor as provided in Article I 1 or Article 12. Authorized Variations in Work: 9.5. ENGINEER may authorize minor variations in the Work from the requkements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are consistent with the overall intent of the Contract Documents. These may be aocomplished by a Field Order mad will he binding on OWNER, and also on CONTRACTOR who shall perform the Work involved'' promptly. If CONTRACTOR believes that a Field Order justifies an increase itl the Codtract Price or an extension of the Contract Time and the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make a cla[m therefor as provided in Article 11 or 12. Rejecting Defective Work: 9.6. ENGINEER will have authority to disapprove or reject Work which ENGINEER believes to be defective, and will also have authority to require special inspection or testing of the Work as provided in paragraph 13.9, whether or not the Work is fabricated, installed or completed. SlOop Drawings, Change Orders and Payments: 9.7 In connection with ENGINEER's responsibility for Shop Drawings and samples, see paragraphs 6.23 through 6.28 inclusive. 9.8. In oonnectinn with ENGINEER's responsibilRies as to Ghang¢ Orders, see Articles 10, 11 and 12. 9.9. In connection with ENGINEER's responsibilities in respect of Applications for Payment, etc., see Article 14. Determinations for Unit Prices: 9.10. ENGINEER will determine the actual quantities and classifications of Unit Price Work performed by CON- TRACTOR. ENGINEER will review with CONTRACTOR ENGINEER's preliminary determinations on such matters before rendering a written decision thereon Coy recommen- dation of an Application for Payment or otherwise). ENGI- NEER's written decisions thereon will be final and binding upon OWNER and CONTRACTOR, unless, within ten days after the date of any such decision, either OWNER or CON- TRACTOR delivers to thc other party to the Agreement and to ENGINEER xvritten notice of intention to appeal from such a decision. Decisions on Disputes: 9.11. 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 or the interpretation of the requirements of the Contract Documents pertaining to the performance and furnishing of the Work and claims under Articles 11 and 12 in respect o[' changes in the Contract Price or Contract Time will be refereed initially to ENGINEER in writing with a request for a formal decision in accordance with this paragraph, which ENGINEER will render in writing within a reasonable time. Written notice of each such claim, dispute and other matter will be delivered by the claimant to ENGINEER and the other party to the Agreement promptly (but in no event later than thiay days) · after the occurrence of the event giving rise thereto, and written supporting data will be submitted to ENGINEER and the other party within sixty days after such occurrence unless ENGINEER allows an additional period of time to aicertain more accurate data in support of the claim. 9.12. When functioning as interpreter and judge under paragraphs 9.10 and 9.11, ENGINEER will not show par- tiality to OWNER or CONTRACTOR and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. The rendering or a decision by ENGINEER pursuant to paragraphs 9.10 and 9.11 with respect to any such claim, dispute or other matter (except any which have been waived by the making or acceptance of final pay- ment as provided in paragraph 14.16) will be a condition precedent to any exercise by OXVNER or CONTRACTOR of such rights or remedies as either may other, vise have under the Contract Documents or by Laws or Regulations in respect of any such claim, dispute or other matter. Lim~tatlon$ on ENGINEER's Responsibilities: 9.13. Neither ENGINEER's authority to act under this Article 9 or elsewhere in the Contract Documents nor any decision made by ENGINEER in good faith either to exercise or not exercise such authority shall give rise to any duty or responsibility of ENGINEER to CONTRACTOR, ~.ny Sub-. contractor, any Supplier, or any other person or organization performing any of the Work,.or to any surety for any of them. 9.14. Whenever in the Contract Documents the terms "as ordered", "as directed*', "as required", "as allowed", "as approved" or terms of like effect or import are used, or the adjectives "reasonable", "statable , acceptable , proper or "satisfactory" or adjectives of like effect or import are used to descn"oe a requirement, direction, review or judgment of ENGINEER as to. the Work, it is intended that such requirement, direction, review or judgment will be soI¢ly to evaluate thc Work for compliance with the Contract Docu- ments (unless there is a specific statement indicating other- wise). The use of any such term or adjective shall not be effective to assign to ENGINEER any duty or authority to supervise or direct the furnishing or performance of the Work or an), duty or authority to undertake responsibility contrary to thc provisions of paragraph 9.15 or 9.16. 9.15. ENGINEER will not be responsible for CON- TRACTOR's means, methods, techniques, sequences or pro- cedures of construction, or the safety precautions and pro- grams incident thereto..and ENGINEER will not be respon- sible for CONTRACTOR's failure to perform'or furnish the Work in accordance with the Contract Documents. 9.16. ENGINEER will not be responsible for the acts or omissions of CONTRACTOR or of any Subcontractor, any Supplier, or of any other person or organization performing or furnishing any of the Work. 10.4.3. changes in the Contract Price or Contract Time which embody the substanc~ of any written decision ten. dered by ENGINEER pursuant to paragraph 9.1 l; provided that, in lieu of executing any such Change Order, an appeal may be taken from any such decision in accordance with the provisions of the Contract Documents and applicable Laws and Regulations, but during any such appeal. CON- TPokCTOR shah carry on the Work and adhere to the prog- ress schedule as provided in paragraph 6.29. 10.5. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Time) is required by the provisions of any Bond to be given to a surety, the giving of any such notice will be CONTRAC- ' TOR's responsibility, and the amount of each applicable Bond will be adjusted accordingly. ARTICLE 10--CHANGES IN THE WORK 10.I. Without invalidating the Agreement and without notice to any surety, OWlqER may, at any time or from time to time, order additions, deletions or revisions in the Work; these will be authorized by a Written Amendment, a Change Order. or a Work Directive Change. Upon receipt of any such document, CONTRACTOR shall promptly proceed with the Work involved which will be performed under the appl[cable conditions of the Contract Documents (except as othet~vise specifically provided). 10.2. If OWNER and CONTRACTOR are unable to agree as to the extent, if any, of an increase or decrease in the Contract Price or an extension or shortening of the Contract Time that should be allowed as a result ora Work D[rective Change, a claim may be made therefor as provided in Article Il or Article 12. 10.3. CONTRACTOR shall not be entitled to an increase in the Contract Price or an extension of the Contract Time with respect to any Work performed that is not required by the Contract Documents as amended, modified and supple- mented as provided in paragraphs 3.4 and 3.5, except in the case of an emergency as provided in paragraph 6.22 and except in the case of uncovering Work as pr~vided in para- graph 13.9. 10.4. OWNER and CONTRACTOR shalE execute appro- priate Change Orders (or Written Amendments) covering: 10.4.1. changes in the Work which are ordi:ted by OWN ER pursuant to paragraph 10. I, are required because el'acceptance ofdefecth'e Work under paragraph 13.13 or cotxecfing defective Work under paragraph 13.14, or are agreed to by the parties; 10.4.2. changes in the Cent fact Price or Contract Time which are agreed to by the parties; and ' ' ARTICLE 11~CHANGE OF CONTRACT PRICE I1.I. The Contract Price constitutes the total compen- sation (subject to authorized adjustments) payable to CON- TRACTOR for performing the Work. All duties, responsibil- ities and obligations assigned to or undertaken by CON- TRACTOR shall be at his expense without change in the Contract Price. 11.2. The Contract Price may only be changed by a Change Order or by a Written Amendment. Any claim for an increase or decrease in the Contract Price shall be based on written notice delivered by the party making the claim to the other par*.y and to ENGINEER promptly (but in no event later than thirty days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. Notice of the amount of the claim with supporting data shall be delivered within sixty days after such occurrence (unless ENGINEER allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by claimant's written statement that the amount claimed covers all known amounts (direct, indirect and con- sequential) to which the claimant is entitled as a result of the occurrence of sald event. All claims for ad.iustment'in the Contract Price shall lac determined by ENGINEER in accor- dance with paragraph 9.11 if OWNER and CONTRACTOR cannot otherwise agree on the amount involved. No claim for an adjustment in the Contract Price wilt be valid if not submitted in accordance with this paragraph 11.2. 11.3. The value of auy Work covered by a Change Order or of any claim for an increase or decrease in the Contract Price shall be determined in one of the following ways: 11.3.1. Where the Work involved is covered by unit prices contained in the Contract Documents. by applica- tion of unit prices to the quantities of the items involved (subject to the prov{sions of paragraphs I 1.9.1. through I 1.9.3. inclusive). 11.3.2. By mumm acceptance of a lump sum (which may include an allowance for overhead and profit not necessari{y in accordance with paragraph I 1.6.2. I). 11.3.3. On the basis of the Cost of the Work (deter- mined as provided in paragraphs I 1.4 and 11.5) plus a CONTRACTOR's Fee for overhead and profit (deter- mined as provided in paragraphs 11.6 and I 1.?). Cost of the Work: 11.4. The term Cost of the Work means the sum of all costs necessarily incurred and paid by CONTRACTOR in the proper performance of the Work. Except as 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 folIowlng items and shall not include any of the costs itemized in paragraph 11.5: 11.4,1. Payroll costs for employees in tbe dh'ecl emplo~ of CONTRACTOR in the performance of the Work under schedules of job classifications agreed upon by OWNER and CONTRACTOR. Payroll costs for employees not employed full time on the Work shall be apportioned on thc basis or' their time spent on thc Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll. taxes, workers' or workmen's compensation, health and retirement benefits, bonuses, sick leave, vacation and hol- iday pay applicable thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing Work aRer regular working hours, on Satur- day, Sunday or legal holidays, shall be included in the above to the extent authorized by OWNER. 11.4.2. Cost of all materials and equipment furnlshed and incorporated in the Work, including costs of trans- portation and storage thereof, and Suppliers' field services required in connection therewith. Ail cash discounts shall accrue ~o CONTRACTOR unless OWNER deposits funds with CONTRACTOR with which to make i~ayments, in which c~se the cash discounts shall accrue to OWNER. All trade discounts, rebates and refunds and all returns from sale of surplus materials and equipment shall accrue to OWNER, and CONTRACTOR shall make provisions so that they may be obtained. 11.4.3. Payments made by CONTRACTOR to the Subcontrnctors for Work performed by Subcontractors. If required by OWNER, CONTRACTOR shall obtain competitive bids from Subcontractors acceptable to CON- TRACTOR and shall deliver such bids to OWNER who will then determine, with the advice of ENGINEER, which bids will be accepted. If a subcontrnct provides that the Subcontractor is to be paid on the basis of Cost of the Work Plus a Fee, the Subcontractor's Cost of the Work shall be determined in thc same manner as CONTRAC- TOR's Cost of the Work. All subcontracts shall be subject to the other provisions of the Contract Docu meats insofar as applicable.. I 1.4,4. Costs of Special consultants (including but not limited to engineers, architects, testing laboratories, sur- veyors, attorneys and accountants) employed for services specifically related to the Work. I 1.4.5. Supplemental costs including the following: I 1.4.5.1. The proportion of necessary transporta- tion, travel and subsistence expenses of CONTRAC- TOR's employees incurred in discharge of duties con- nected with the Work. I 1.4.5.2. Cost, including transportation and main- tenance, of afl materials, supplies, equipment, machin- ery, appliances, office and temporary facilities at the site and hand tools not owned by the workers, which are consumed in the performance of the Work. and cost less ma*rket value of such items used but not consumed which remain the property of CONTRACTOR. 11.4.5.3. Rentals of ali construction equipment and machinery and the parts thereof whether rented from CONTRACTOR or others in accordance with rental agreements approved by OWNER with the advice of ENGINEER, and the costs of transportation, loading, unloading, installation, dismantling and removal thereof--all in accordance with terms of said rental agreements. The rental of any such equipment, machin- ery or parts shall cease wben the use thereof is no longer necessary for the Work. 11.4.5.4. Sales, consumer, use or similar'taxes related to the Work, and for which CONTRACTOR is liable, imposed by Laws and Regulations. I 1.4.5.$. Deposits lost for causes other than negli- gence of CONTRACTOR, any Subcontractor or any- one directly or indirectly employed by any of them or for wLose acts any of them may be liable, and royalty payments and fees for permits and licenses. 11.4.5.6. Losses and damages (and related expenses), not compensated by insurance or otherwise, to the Work or otherwise sustained by CONTRACTOR in connection with the oerformance and furnishing of the Work (except losses and damages vd. thin the deductible amounts of property insurance established by OWNER in accordance with paragraph 5.9), pro- vided they have resulted from causes other than the negligence of COIqTRAG'rOR, any Subcontractor, or "anyone directly or indirectly employed by any of them or for whose nots any of them may be liable. Such losscs shall include settlements made with the written consent and approval of OWNER. No such losses, damages and expenses shall be included in the Cost of the Work for the purpose of determining CONTI'IAC- TOR's Foe. If, however, any such loss or damage requires reconstruction and CONTRACTOR is placed in charge thereof. CONTRACTOR shall be paid for services a fee proponlonatc to that stated in paragraph I 1.6.2. 11.4.5.7. The cost of utilities, fuel and sanitary facilities at the site. 11.4.5.8. Minor expenses such as telegrams, long distance telephone calls, telephone service at the s!te? expressage and similar petty cash items in connection with the Work. 11.4.5.9. Cost of premiums for additional Bonds and insurance required because of changes in the Work and premiums for property insurance coverage within the limits o£ the deductible amounts established by OWNER in accordance with paragraph 5.9. 11.5. The term Cost of the Work shall not include any of . the following: I 1.$. 1. Payroll costs and other compensation of CON: ' TRACTOR's officers, executives, principals (of panner- ship and sole prbprietorships), general managers, engi- neers, architects, estimators, attorneys, auditors, accoun- tams. purchasing and contracting agents, expeditors, timekeepers, clerks and other personnel employed by CONTRACTOR whether at the site or in CONTRAC- TOR's principal or a branch office for general administra- tion of the Work and not specifically included in the agreed upon schedule of job classifications referred to in para- graph 11.4.1 or specifically covered by paragraph 11.4.4-- all of which are to be considered administrative costs covered by the CONTRACTOR's Fee. 11.5.2. Expenses of CONTRACTOR's principal and branch offices other than CONTRACTOR's office at the site. 11.5.3. AnypartofCONTRAcTOR'scapkalexpenses, including interest on CONTRACTOR'S capital employed for the Work and charges against CONTRACTOR for delinquent payments. I 1.5.4. Cost of premiums for all Bonds and for all insurance whether or not CONTRACTOR is required by the Contract Documents to purchase and maintain the same (except for the cost of premiums covered by sub- paragraph 11.4.5.9 above). l 1.5.5. Costs due to the negligence of CONTRAC- TOR, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any or them may be liable, including but not limited to, the correction of defective Work. disposal of materials or equipment wrongly supplied and making good any damage to prop- crty. 11.5.6. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in paragraph I 1.4. CONTRACTOR's Fee: I 1.6. Thc CONTRACTOR's Fee allowed to CON I'RAC- TOR for overhead and profit shall be determined as follows: I 1.6.1. a mutually acceptable fixed lee; or if'none can be agreed upon, 11.6.2. a fee based on the following percentages of the various portions of the Cost of the Work: 11.6.7..1: for costs incurred under paragraphs 11.4.1 and 11.4.2. the CONTRACTOR's Fee shall be fifteen percent; 11.6.2.2: 'fo~:costs incurred under paragraph 11.4.3, the CONTRACTOR's Fee shall be five percent; and if a subcontraci is on the basis of Cost of the Work PLus a Fee, the maximum allowable to CONTRACTOR on account of overhead and profit of all Subcontractors shall, be fifteen percent; 11.6.2.3. no fee shall be payable on the basis of costs itemized under paragraphs 11.4.4. 11.4.5 and 11.5; 11.6.2.4. the amount or' credit to be allowed by CONTRACTOR to OWNER for any such change which results in a net decrease in cost will be the amount of the actual net decrease plus a deduction in CONTRAC- TOWs Fee by an amount equal to ten percent of the 11.6.2.5. when both additions and credits are involved in any one change, the adjustm'em in CON- TRACTOR's Fee shall be computed on the be?is or the net change in accordance with paragraphs I 1.6.2. l throagh 11.6.2.4, inclusive. I 1.7. Whenever the cost of any Work is to be determined pursuant to paragraph 11.4 or 11.5. CONTRACTOR will submit in form acceptable to ENGINEER an itemized cost breakdown together with supporting data. C~h Allowances: I 1.8. It is understood that CONTRACTOR has.included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be done by such Subcontractors or Suppliers and for such sums within the limit of the allowances as may be acceptable to ENGI- NEER. CONTRACTOR agrees that: Il.gA. The allowances include the cost to CON- TRACTOR (less any applicable trade discounts) of mate- rials and equipment required by the allowances to be deliv- ered at the site. and all applicable taxes; and 11.8.2. CONTRACTOR's costs for unloading and handling on the site. labor, installation costs, overhead. profit and other expenses contemplated for the allowances have been included in the Contract Price and not in the allowances. No demand for additional payment on account of any thereof will be valid. Prior to final payment, an appropriate Change Order wifl be issued as recommended by ENGINEER to reflect actual amounts due CONTRACTOR on account of Work covered by allowances, and the Contract Price shall be correspond- ingly adjusted. Uni~ Pdce Work: 11.9.1. Where the Contract Documents provide that all or par~ of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit PHne Work an amount equal to the sum of the established unit prices for each separately identified item of Unit Price Work times the estimated quantity of each item as indi- cated in the Agreement. The estimated quantities of items of Unit Palco Work arc not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quan- tities and classifications of Unit Price Work performed by ' ' CONTRACTOR will be made by ENGINEER in accor- dance with Paragraph 11.9.2. Each unit price will be deemed to include an amount considered by CONTRAC'FOR to be adequate to cover CONTR. ACTOR's overhead and profit for each sep- arately identified item. * I 1.9.3. Where the quantity of any item of Unit Price Work performed by CONTRACTOR differs materially and significantly from the estimated quantity of such item indicated in the Agreement and there is no corresponding adjustment with respect to any other item of Work and if CONTRACTOR believes that CONTRACTOR has incurred additional expense a$a result thereof, CON- TRACTOR may make a claim for an increase in the Con- tract Price in accordance with Article I 1 if the parties are unable to agree as to the amount of any such increase. ARTICLE 12---CHANGE OF CONTRACT TIME 12.1. The Conti~ct Time may only be changed by a Change Order or a Written Amendment, Any claim for an extension or shortening of the Contract Time shall be based on written notice delivered by the party making the claim to thc other party and to ENGINEER promptly (but in no event later than thirty days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. Notice of the extent of the claim with supporting data shall be deliv- ered within sixty days after such occurrence (unless ENGI- NEER allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accom- panied by the claimant's written statement that the adjust- ment claimed is the entire adjustment to which the claimant has reason to believe it is entitled as a result of the occurrence of said event. All claims for adjustment in the Contract Time shall be determined by ENGINEER in accordance with para- graph 9-11 if OWN ER and CONTRACTOR cannot otherwise agree. No clair~ for an adjustmem in the Contract Time will be valid if not submitted in accordance with the requirements of this paragraph 12.1. 12.2. The Contract Time will be extended in an amount equal to time lost due to delays beyond the control o{' CON- TRACTOR if a claim is made therefor as provided in para- graph 12.1. Such delays shall include, but not be limited to, acts or neglect by OWNER or others petrol"ming additional work as contemplated by Artinle 7, or to fires, floods, labor disputes, epidemics, abnormal weather conditions or acts of God. I'L3. All time limits stated in the Contract Documents are of the essence of the Agreement. The provisions of this Article 12 shall not exclude recovery for damages (including but not limited to fees and ch_al'gas of engineers, architects, · attorneys and other professionals and court and arbitration costs) for delay by either party. ARTICLE 13--WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK Warrant~ and Guarantee: 13.1. CONTRACTOR warrants and guarantees 'to OWNER and ENGINEER that all Work will be in accor- dance with the Contract Documents and will not be defective. Prompt notice of ail defects shall be given to CONTRAC- TOR. All defective Work, whether or not in place, may be rejected, corrected or accoptcd as provided in this Article 13. Access to Work: 13.2. ENGINEER and ENGINEER's representatives, other representatives of OWNER, testing agencies and gov- ernmental agencies withjurisdictlonal interests will have access to the Work at reasonable times for their observation, in}petting and testing. CONTRACTOR shall provide proper and safe. conditions for such access. Test~ and lmpectinns: 13.3. CONTRACTOR shall give ENGINEER timely notice of readiness of thc Work for all required inspections, tests or approvals. 13.4. If Laws or Regulations of an}' public body having jurisdiction require any Work (or part thereof} to specifically be inspected, tested or approved, CONTRACTOR shall assume full responsibility therefor, pay all costs in connection therewith and furnish ENGINEER the required certificates of inspection, testing or approval. CONTRACTOR shall also *See Supplementary Conditiona bc responsible for and shall pay all costs in connection with any inspection or testing rcquircd in connection with OWN- ER's or ENGINEER's a~ceptancc ora Supplier of materials or equipment proposed to be incorporated in the Work, or of materials or equipment submitted for approval prior to CON- TRACTOR's purchase thereof for incorporation in thc Work. The cost of all inspections, tests and approvals in addition to the above which are required by the Contract Documents shall be paid by OWNER (un[ess otherwise specified). 13,5. All inspections, tests or approvals other than those required by Laws or Regulations of any public body having jurisdiction shall be performed by organizations acceptable to OWNER and CONTRACTOR (or by ENGINEER if so specified). 13.6. If any Work (including the work of others) that is to be inspected, tested or approved is covered without written concurrence of ENGINEER. k must, if requested by ENGI- NEER, be uncovered for observation. Such uncovering shall be at CONTRACTOR's expense unless CONTRACTOR has. given ENGINEER timely notice of CONTRACTOR's tion to cover the s~m¢ and ENGINEER has not acted with reasonable promptness in response to such notice. 13,2. Neither observations by ENGINEER nor inspec- tions, tests or approvals by others shall relieve CONTRAC- TOR frora CONTRACTOR's obffgations to perform the Work in accordance with the Contract Documents. Uncovering Work: 13.8. ifany Work is covered contrary to the wrltten request of ENGINEER. it must, if requested by ENGINEER. be uncovered for ENGINEER's observation and replaced at CONTRACTOR's expense. 13.9. If ENGINEER considers it necessary or advisable that covered Work be observed by ENGINEER or inspected or tested by others, CONTRACTOR, at ENGINEER's request, shall uncover, expose or otherwise make available for observation, inspection or testing as ENGINEER may require, that portion of the Work in question, fumlshing all necessary labor, material and equipment. If it is found that such Work is ffeJ'ectlv¢, CONTRACTOR shall,bear all direct, indirect and consequential costs of such uncovering, expo- sure, observation, inspection and testing and of satisfactory reconstruction. (including but not limited to fees and charges of engineers, architects, attorneys and other professionals). and OWNER shall be entitled to an appropriate decrease in the Contract Price, and, if the parties are unable to agree as to the amount thereof, may make a claim therefor as provided in Article I1. If. however, such Work is not found to be defecth'e. CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to such uncovering, exposure, observation, inspection, testing and reconstruction; and, if the parties are unable to agroc as to the amount or extcnt thereof, CONTRACTOR may make a claim therefor as pro- vided in Articles II and 12. Owner May Stop the Work: 13.10. If the Work is defectice, or CONTRACTOR fails to supply sufficient skilled workers or suitable materials or equipment, or fails to furnish or perform the Work in such a way that the completed Work wifi conform to the Contract Documents. OWNER may order CONTRACTOR to st~op the Work, or any portion thereof, until the cause for such order has been eliminated; however, this fight el' 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 or any other party. Correction or Removal of Defectlve Work: 13.11. if required by ENGINEER, CONTRACTOR shall promptly, as directed, either eot-reel all defective Work. whether or not fabricated, installed or completed, or, if the Work has'been rejected by ENGINEER, remove it from the site and replace it with nondefective Work. CONTRACTOR shall hear all direct, indirect and consequential costs of such correction or removal (including but not limited to fees and charges of engineers, architects, attorneys and other profes- sionals) made necessary thereby. One Year Correction Period: 13.12. If within one year after the date of Suhstantial Completion or such longer period of time as may be pre- scrihed by Laws or Regulations or by the terms of any appli- cable special guarantee required by the Contact Documents or by any specific provision of the Contract Documents, any Work is found to be defective, CONTRACTOR shall'promptly, without cost to OWNER and in accordance with OWNER's written instructions, either correct such defective Work, or. if it has been rejected by OWNER, remove it from the site and replace it with nondefectlve Work. If CONTRACTOR does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, OWNER may have the defective Work cor- rected or the rejected Work removed and replaced, and all direct, indirect and consequential costs of such removal and replacement (including but not limited to fees and charges engineers, architects, attorneys and other professionals) will be paid by CONTRACTOR. In special circumstances whe. re a particular item of equipment is placed in continuous service before Substantial Completloa of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications or by Written Amendment. Acceptance of Defective Work: 13.13. If, instead of requiring correction or removal and replacement of defective Work, OWNER (and. prior to ENGINEER's recommendation of final payment, also ENOINEER) prefers to accept it, OWN ER may do so. CON- TRACTOR shall bear all direct, indirect and consequential costs attributable to OWNER's evaluation of and determi- nation to accept such defectfi,? Work (such costs to be approved by ENGINEER as {o reasonableness and to include but not be limited to fees and charges of englneers, architects, attor- neys and other professionals). If any such acceptance occurs prior to ENGINEER's i-ecommendation of final payment, a Change Order will be issced incorporating the necessary revi- sions in the Contract Documents with respect to the Work; and OWNER shall be entitled to an appropriate decrease in the Contract Price, and, if the pst'ties are unable to agree as to ~he amount thereof, OWNER. may make a claim therefor as provided in Article 11. It' the acceptance occurs after such recommendation, an appropriate amount will be paid by CONTRACTOR to OWNER. OWNER May Correct Defective Work: 13.14. If CONTP,.ACTOR. fails within a reasonable time after written notice of ENGINEER. to proceed to correct and to correct defective Work or to remove and replace rejected Work as required by ENGINEER. in accordance with para- graph 13.11, or if CONTRACTOR. fails to perform thc Work in accordance w[th tlie Contr'.ct Documents, or if CON- TRACTOR. fails to comply with any other provision of the Contract Documents, O~WNER may, after seven days' writ- ten notice to CONTRACTOR, correct and remedy any such deficiency. In exercising the fights and remedies under this paragraph OWNER shall proceed expeditiously. To the extent necessary to complete corrective and remedial action, OW1N may exclude CONTRACTOR from all or part of thc site, take possession of all or parl of thc Work, and suspend CON- TRACTOR.'s services related thereto, take possession of CONTRACi'OR's tools, appliances, construction equipment and machinery at the site and incorporate in the Work all materiai~ and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere. CONTRACTOR shall allow OWNER, OWNER's represen- tatives, agents and employees such access to the site a~ may be necessary to enable OWNER to exercise the fights and remedies under this paragraph. All direct, indirect and con- sequential costs of OWNER in exercising such fights and remedies will be charged against CONTRACTOR in an amount approved as to reasonableness by ENGINEER, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and OWNER shall be entitled to an appropriate decrease in the Contract Pries, and, if the par/les arc unable to agree as to thc amount thereof, OWNER. may make a claim therefor provided in Article Il. Such direct, indirect and consequen- tial costs will include but not be limited to fees and charges of engineers, architects, attorneys and other professionals, all court and arbitration costs and all costs of i'cpalr and replacement of work of others destroyed or damaged by correction, removal or replacement o.f CONTRACTOR's clef ocHre Work. CONTRACTOR. shall not bc allowed an extension of thc Contract Time because of any delay in formancc of thc Work attributable to thc exercise by OWNER of OWNER's fights and remedies hereunder. ARTICLE 14--PAYMENTS TO CONTRACTOR AND COMPLETION Schedule of Values: 14.1. The schedule of values established as provided in paragraph 2.9 will serve as the basis for progress payments and will be incorporated into a form of Application for Pay- ment acceptable to ENGINEER. Progress payments on account o£ Unit Price Work will be based on the number of units completed. Application for Progress Payment: 14.2. At least twenty days before each progress payment is scheduled (but not more often than once a month), CON- TRACTOR shall submit to ENGINEER for review an Appli- cation for Payment filled out and signed by CONTRACTOR covering the Work completed as of the date of the Application 'and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested · . on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice or uther documentation warranting that OWNER. ha~ received the matefial~ and equipment free and clear of ali liens, charges, security [nterests and encumbrances (which are hereinafter in these General Conditions referred to as "Liens"} and evidence that thc materials and equipment are covered by appropriate property insurance and other arrangements to protect OWNER's interest therein, ail of which will be sat- isfactory to OWNER.. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. CONFRACTOR's Warranty of Title: 14.3. CONTRACTOR warrants and guarantees that title to ail Work, materials and equipment covered by any Appli- cation for Payment, whether incorporated in thc Project or not, will pass to OWNER no later than the time of payment free and clear of all Liens. Review of Applicatlon~ for Progrex~: Payment: 14.4. ENGINEER. will, within ten days after receipt of each Application for Payment, either indicate in writing a recommendation of payment and present thc Application to OWNER, or return the AppliCation to CONTRACTOR. indi- cating in writing ENGINEER's reasons for rdfusing to rec- ommend payment. In the latter case, CONTRACTOR. may make the necessary corrections and resubmit the Applica- tion. Ten days after presentation of the Application for Pay- ment with ENGINEER"s recommendation, the amount reo- ommended will (subject to the provisions of the last sentence of paragraph 14.7) become due and when due will be paid by OWNER to CONTRACTOR. 14.5. ENGINEER's recommendation of any payment requested in an Application for Payment will constitute a representation by ENGINEER to OWNER. based on ENGI- NEER's on-site obser~'ations of thc Work in progress as an experienced and qualified design professional and on ENGI- NEER's review of thc Application for Payment and the accompanying data and schedules that the Work has pro- gressed to the point indicated: that. to the best of ENGI- NEER's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion. to the results of any subsequent tests called for in the Contract Documents. to a final determination of quantities and classifications for Unit Price Work under paragraph 9. I0. and to any other qualifi- cations stated in the recommendation); and that CONTRAC- TOR is entitled to payment of the amount recommended. However, by recommending any such payment ENO[NEER ,.viii not thereby be deemed to have represented that exhaus- tive or continuous on-site inspections have been made to check the quality or the quantity of the' Work beyond the. responsibilities specifically assigne.d to ENGINEER in the Contract Documents or that there may not be other matteys' or issues between the parties that might entitle CONTRAC- TOR to be paid additionally by OWNER or OWNER to withhold payment {o CONTRACTOR. 14.6. ENGINEER's recommendation of final payment will constitute an additional representation by ENGINEER to OWNER that the conditions precedent to CONTRAC- TOR's being entitled to final payment as set forth in paragraph 14.13 have been fulfilled. 14.7. ENGINEER may refuse to recommend the whole or any part of any payment if. in ENGINEER's opinion, it would be incorrect to make such representations to OWN ER. ENGINEER may also refuse to recommend any such pay- ment, or, because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any such payment previously recommended, to such extent as may be necessary in ENGINEER's opinion to protect OWNER from loss because: 14.7.1. the Work is defective, or completed Work has been damaged requiring correction or replacement, 14.7.2. the Contract Price has been reduced by Writ- ten Amendment or Change Order, 14.7.3. OWNER has been required to correct defec- tis'e Work or complete Work in accordance with paragraph 13.14, or 14.7.4. of ENGINEER's actual knowlcdge of the occurrence of any of the events enumerated in paragraphs 15.2.1 through 1.5.2.9 inclusive. OWNER may refuse to make payment of the full amount recommended by ENGINEER because claims have been made against OWNER on account of CONTRACTOR's per- formance or furnishing of the Work or Liens have been filed in connection with the Work or there arc other items entitling OWN ER to a set-off against Ibc amoLitt[ recommended, but OWNER must give CONTRACTOR immediate written notice (with a copy to ENGINEEP, I staling the reasons for such acrion. Substantial Coml~terlon: 14.8. When CONTRACTOR considers the entire Work ready for its intended use CONTRACTOR shall notify OWNER and ENGINEER in writing that thc entire Work is substantially complete (except for items specifically listed by CONTRACTOR as incompletel and request that ENGI- NEER issue a certificate of Substantial Completion. Within a reasonable time thereafter. OWN ER. CONTRACTOR and ENGINEER shall make an inspection of the Work to deter- mine the status of completion. If ENGINEER does not con- sider the Work substantially complete. ENG IN EER will notify CONTRACTOR in writing giving the reasons therefor. If ENGINEER considers the Work substantially complete. ENGINI~ER 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 llst of items to be completed or cor- rected before final payment. OWNER shall have seven days after receipt of the tentative certificate during which to make written objection to ENGINEER as to any provisions of the certificate or attached list. If. after considering such objec- tions, ENGINEER concludes that the Work is not substan- tially complete. ENGINEER wi[l within fourteen days after submission of the tentative certificate to OWNER notify CONTRACTOR in writing, stating the reasons therefor. If, after consideration of OWNER's objections. ENGINEER considers the Work substantially complete. ENGINEER will within said fourteen days execute and deliver to OWNER and CONTRACTOR a definitive certificate of Substantial Completion {with a revised tentative list of items to be com- pleted or corrected) reflecting such changes from the tentative certificate as ENGINEER believes justified after consider- ation of any objections from OWN ER. At the time of delivery of the tentative certificate of Substantial Completion ENGI- N EER will deliver to OWN ER and CONTRACTOR a written recommendation as to division of responsibilities pending final payment between OWNER and CONTRACTOR with respect to security, operation, safety, maintenance, heat, utilities, insurance and warranties. Unless OWNER and CONTRACTOR agree otherwise in writing and so inform ENGINEER prior to ENG[NEER's issuing the definitive certificate of Substantial Completion. ENGINEER's afore- said recommendation Will be binding on OWN ER and CON- TRACTOR until final payment. 14.9. OWNER shall have the right to exclude CON- TRACTOR from the Work after the date of Substantial Com- pletion, but OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list. Partial UtRizatian: 14.10. Use by OWN ER of any finished part of thc Work. which has specifically been identified in Iht Contract Docu- menrs, or which OWNER, ENGINEER and CONTRAC- TOR agree constitutes a separately functioning and useable part of the Work that can be used by OWNER without sig- nificant interference with CONTRACTOR's performance of the remainder of the Work, may be accomplished prior to Substantial Completion of all the Work subject to the follow- lng: 14.10.1. OVTNER at any time may request CON- TRACTOR in wdtlng to permit OWNER to use any such part of the Work which OWNER believes to be ready for its intended use and substantially complete. If CON- TRACTOR agrees, CONTRACTOR will certify to OWNER and ENGINEER that said part of the Work is substantially complete and request ENGINEER to issue a certificate of Substantial Completion for that part of the Work. CON- TRACTOR at any time may notify OWNER and ENGI- NEER in writing that CONTP,.ACTO R considers any such part of the Work ready for its intended use and substan- tially complete and request ENGINEER to issue a certif- icate of Substantial Completion for that part of the Work. Within a reasonable time after either such request, OWNER, CONTRACTOR and ENGINEER shall make an inspec- tion of that part of the Work to determine its status of completion. If ENOINEER ~loes not consider that part of the Work to be substantially complete, ENGINEER wiI[ notify OWNER and CONTRACTOR in writing giving the reasons therefor. If ENGINEER considers that par~ of the Work to be substantially complete, the provisions of'para- graphs 14.8 and 14.9 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto. 14.10.2. OWNER may at any time request CON- TRACTOR in writing to permit O~,WNER to take over operation of any such part of the Work although it is not substantially complete. A copy of such request will he sent to ENGINEER and within a reasonable time there- after OWNER, CONTPOkCTOR and ENGINEER shall make an inspection of that part of the Work to determine its status of completion and will prepare a list of the items remaining to be completed or corrected thereon before final payment. It' CONTRACTOR does not object in writ- ing to OWNER and ENGINEER that such part of the Work is not ready for separate operation by OW'NER, ENGINEER will finalize the llst of items to be completed or corrected and wilI deliver such list to OWNEP~-and CONTRACTOR together with a written recommendation as to the d[vision of responslbflities pending final payment between OWNER and CONTRACTOR with respect to security, operation, safety, maintenance, utilities, insur- ance, warranties and guarantees for that part of the Work which will become binding upon OWNER and CON- TRACTOR at the time when OWIqER takes over such opcrat{on (unless they shall have otherwise agreed in writ- ing and so informed ENGINEER). During such opcration and prior to Substantial Completion of such part of the Work, OWNER shah allow CONTRACTOR reasonable access to complete or correct items on said llst and to complete other related Work. 14.10.3. NO occupancy or separate operat[on of part of the Work will be accomplished prior to compllaoc*, with thc requirem~nta of paragraph 5.15 in respect of property insurance. Final Inspection: 14.1 I. Upon written notice from CONTRACTOR that the entire Work or an agreed portion thereof is complete, ENGI- NEER will make a final inspection with O~,WNER and CON- TRACTOR and will notify CONTRACTOR in writing of ail particulars in which this inspection reveals that the Work is incomplete or defective. CONTRACTOR shall immediately take such measures as ar~ necessary to remedy such defi- ciencies. Final Application for Payment: .14.12. After CONTRACTOR has completed all such cor- rections to l,he satisfaction of ENGINEER and delivered all maintenance and operating instructions, schedules, guaran- tees, Bonds, certificates of inspection, marked-up record documents (as provided in paragraph 6.19) and other docu- ments~ail as required by the Contract Documents, and after ENGINEER has indicated that the Work is acceptable (sub- ject to the provisions of paragraph 14.16), CONTRACTOR may make application fgr final payment following the pro- cedure for progress payments. 'The final Application for Pay- ment shall be accompanied by all documentation called for in the Contract Documents, together with complete and legally effective releases or waivers (satisfactory to OWNER) of all Liens arising out of or flied in connection with the Work: In lieu thereof and as approved by OWNER, CONTRACTOR may furnish receipts or releases in full; an affidavit of CON- TRACTOR that the releases and receipts include all' labor, services, material and equipment for which a Lien could be filed, and that all payrolls, material and equipment bills, and other indebtedness connected with the Work for which OWN ER or OWNER's property might in any way be respon- sible, have been paid or otherwise satisfied; and consent of the surety, if any, to final payment. If any Subcontractor or Supplier fails to furnish a release or receipt in full, CON- TRACTOR may furnish a Bond or other collateral satisfac- tory to OWNER to indemnify OWNER against any Lien. Final Payment and Acceptance: 14.13. If, on the basis of. ENGINEER's observation of the Work during construction and final inspection, and ENGINEER's review of the final Application for Payment and accompanying documentation--ail as reqalred by thc Contract Documents, ENGINEER is satisfied that thc Work has bccn completed and CONTRACTOR's other obligations under the Contract Documents have been fulfilled, ENGI- NEER will, within ten days after receipt of thc final Appli- cation for Payment, indicate in writing ENGINEER's rec- ommcndatlon of payment and present the Application to OWNER for payment. Thcreopon ENGINEER will glvc written noticc to OWNER and CONTRACTOR that the Work is acceptable subject to thc provisions of paragraph [4.16. Otherwise, ENGINEER will return the Application to CON- TRACTOR. indicating.in writing the reasons for refusing to recommend final payment, in ,vhlch ease CONTRACTOR shall make the neccssan/corrections and resubmit the Appli- cation. Thirty days after presentation to OWNER of thc Appl cat on and accompanying documentation, in appropri- ate form and substance, and with ENGINEER's recommen- dation and notice of acceptability, the amount recommended by ENO IN EER will become duc and will be paid by oWN ER to CONTRACTOR. 14.14. If, through no fault of CONTRACTOR, final com- pletion of thc Work is significantly delayed and if ENGI- NEER so confirms, OWNER shall, upon receipt of CON- TRACTOR's final Application for Payment and recommen- dation of ENGINEER, and without terminating the Agree- ment, make payment of the balance due for that portion of thc Work fully completed and accepted. If thc remaining balance to be held by OWNER for Work not fully completed or corrected is less than the retainaga stipulated in the Agree- ment, and if Bonds have been furnished as required in para- graph 5.1, the written .consent of the surety to the payment of the balance du,e for that portion of the Work fully com- pleted and accepted shall be submitted by CONTP,.ACTOR to ENGINEER with the Application for such payment. Such payment shall be made under the terms and conditions gov- erning final payment, except that it shall not constitute a waiver of claims. Contractor's Continuing Obligation: 14.15. CONTRACTOR's obligation to perform and com- plete the Work in accordance xvith the Contract Documents shall be absolute. Neither recommendation of any progress or final payment by ENGINEER, nor the issuance ora cer- tificate of Substantial Completion, nor any payment by OWNER to CONTRACTOR under the Contract Documents, nor any use or occupancy of the XVork or any part thereof by OWNER, nor any act of acceptance by OWNER nor any failure to do so, nor any review and approval of a Shop Drawing or sampIe submission, nor the issuance ora notice of acceptability by ENGINEER pursuant to paragraph 14.13. nor any correction of defective %Vork by OWNER wi!l con- stitute an acceptance of Work not in accordance with the Contract Documents or a release of CONTRACTOR's obli- gation to perform the Work in accordance with the Contract Documents (except as provided in paragraph 14.16). Waiver of Clalms: '14.16. Thc making and acceptance of final payment will constitute: 14.16.1. a waiver or' alt claims by OWNER against CONTRACTOR. except claims arising from unsettled Liens. from defective Work appearing after final inspec- tion pursuant to paragraph 14. I I or from failure to comply with the Contract Documents or the terms of any special guarantees specified therein: however, it will not consti- tute a waiver by OWNER of any rights in respect or CONTRACTOR's continuing obligations under the Con- tract Documents; and 14.16.2. a waiver or all claims by CONTRACTOR against OWN ER other than those previously made in writ- ing and still unsettled. ARTICLE 15---SUSPENSION OF WORK AND TERMINATION Owner May Suspend Work: 15.1. OWNER may, at any time and without cause, sus- pend the Work or any portion thereof for a period of not more than ninety days by notice in writing to CONTRACTOR and ENGINEER which will fix the date on which Work will be resumed. CONTRACTOR shall resume the Work on the date so fixed. CONTRACTOR shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to any suspension if CONTRACTOR makes an approved claim therefor as provided in Articles I I and 12. Owner May Terminate: 15.2. Upon the occurrence of any one or more of the following events: 15.2.1. if CONTRACTOR commences a voluntary case under any chapter of the Bankruptcy Code (Tide 11, United States Code), as now or hereafter in effect, oi'if CON- TRACTOR takes any equivalent or similar action'by filing a petition or othe~vise under any other federal or state law in effect at such time relating to thc bankruptcy or insolvency; 15.2.2. if a petition is filed against CONTRACTOR under any chapter of the Bankruptcy Code as now or hereafter in effect at the time Of filing, or if a petition is filed seeking any such equivalent or simi[ar relief against CONTRACTOR under any other federal or state law in effect at the time relating to bankruptcy or insolvency; 15.2.3. if CONTRACTOR makes a general assignme .m for thc benefit of creditors: 15.2.4. if a trustee, receiver, custodian or agent of CONTRACTOR is appointed under applicable law or under contract, whose appointment or authority to take charge of property of CONTRACTOR is for the purpose of enforcing a Lien against such property or for thc purpose of general administration of such property for the benefit of CONTRACTOR's creditors; 15.2.5. if CONTRACTOR admits in writing an inabil- ity to pay its debts generally as they become duc; 15.2.6. if CONTRACTOR persistently fails to perform the Work in accordance with the Contract Documents *See Supplementary Conditions (including. but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the progress schedule established under paragraph 2.9 as revised from time to time); 15.2.7. if CONTRACTOR disregards Laws or Regu- lations of any public body having jurisdiction; 15.2.8. if CONTRACTOR disregards the authority of ENGINEER; or 15.2.9. if CONTR3.CTOR other, vise violates in any substantial way any provisions of the Contract Docu- OWNER may, after giving CONTRACTOR (and the su. rety, d there be one) seven days' written notice and to the extent permitted by Laws and Regulations, terminate the services of CONTRACTOR, exclude CONTRACTOR from the site and take possession of the Work and of ail CONTRACTOR's tools, appliances, construction equipment and machinery at the site and use the same to the full extent they could be used by CONTRACTOR (without liability to CONTRACTOR for trespass or conversion): incorporate in the Work all materials and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere, and finish the Work as OWNER may deem expedient. In such case CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct, indirect and consequential costs of completing the Work (including but not limited to fees and charges ofengineer~, architects, attor- neys and other professionals and court and arbitration costs) such excess will be paid to CONTIL&CTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pay the difference to OWNER. Such costs incurred by OWNER will be approved as to reasonableness by ENGINEER and incor- porated in a Change Order, but when exercising any rights or remedies under this paxagraph OWNER shall not be required to obtain the lowest price for the Work performed. 15.3. Where CONTRACTOR's services have been so terminated by OWNER, the termination will not affect any rights or remedies of OWNER against CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of moneys due CONTRACTOR by OWNER will not release CONTRACTOR from liability. 15.4. Upon seven days' written notice to CONTRAC- TOR and ENGINEER. OWNER may, without cause and without prejudice to any other dght or remedy, elect to aban. don the Work and terminate the Agreement. In such case, CONTRACTOR shall be paid for all Work executed and any expense sustained plus reasonable termination expenses, which will include, but not be limited to, direct, indirect and con- sequential costs (including. but not limited to, fees and charges of engineers, architects, attorneys and other professionals and court and arbitration costs). Contractor May Stop Work or Terminate: 15.5. If, through no act or fault of CONTRACTOR, the · .Work is ~uspended for a period of more than ninety days by OWNER or under an order of court or other public authority, or ENGINEER fails to act on any Application for Payment within thirty days after it is submitted, or OWNER fails for thirty days to pay CONTRACTOR any sum finally deter- mined to be due, then CONTKACTOR may, upon seven days' written notice to OWNER and ENGINEER, terminate the Agreement and recover from OWNER payment for all Work executed and any expense sustained plus reasonable termination expenses. In addition and in lieu of terminating the Agreement, if ENGINEER has failed to act on an Appli- cation for Payment or OWNER has failed to make any pay- ment as aforesaid, CONTRACTOR may upon seven.days' written notice to OWNER and ENGINEER stop the Work until payment of all amounts then due. The provisions of this paragraph shall not relieve CONTRACTORofthe obligations under paragraph 6.29 to carry on the Work in accordance with the progress schedule and without deIay during disputes and disagreements w~th OWN'ER. Article 16 deleted and page omitted intentionally. [The remainder of thls page was left blank intentionally.] ¸6O [2'his page was left blank intentionally.] ARTICLE 17__MISCELLANEOUS Giving Notice: 17.1. Whenever any provision of the Contract Docu- ments requires thc giving of written notice, it will be doomed to have been vulldly given if delivered in person to the indi- vidual or to a member of the firm or to an officer of the corporation for whom it is intended, or if dellvered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. Computation of Time: 17.2.1. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period fails on a Saturday or Sunday or on a day inadc a legal holiday by. the law of the applicable jurisdiction, such day will be omitted from the computa- tion. 17.2.2. A calendarday oftwenty-fourhours measured from midnight to the next midnight shall constitute a day: 17.3. Should OWNER or CONTRACTOR suffer iRiury sion or act of the other party or of any of the other party's employees or ag~:nrs or others for whose acts the other Party is legally liable, clai.m will he made in writing to the other party within a reasonable time of the first observance of such injury or damage. The provisions of this paragraph 17.3 shall not be construed as a substitute for or a waiver or tho pro- visions of any aplSlieable statute of limitations or repose. 17.4. Thc duties and obligations imposed by these Gcn~ oral Conditions and the rights and remedies available here- under to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon CONTRACTOR by paragraphs 6.30- 13.1.13.12.13.14. 14.3 and 1.~.2 and all of the fights and remedies available to OWNER and ENGINEER thereunder, are in addition to, and are not to be construed in any way as a limitation of, an~' fights and remedies available to any or all of the m which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee or by other provisions of the Contract Documents, and the provisions of this paragraph will be as ~ffective as if repeated specifically in the Contract Documents in connection with each particular' duty, obliga- tion, right and remedy to which they apply. All representa- tions, warranties and guarantees made in the Contract Doc- uments will survive final payment and termination or com- pletion of the Agreement.