HomeMy WebLinkAbout2024-311TRIPARTITE TENDER AGREEMENT
THIS TRIPARTITE TENDER AGREEMENT ("Agreement") is made this 3rd
day of December , 2024, between The Ohio Casualty Insurance Company (hereinafter
referred to as "Surety"), Indian River County (hereinafter referred to as "Owner") and
Proctor Construction Company, LLC (hereinafter referred to as the "Completing
Contractor"). (Surety, the Owner and Completing Contractor, are sometimes collectively
referred to in this Agreement as the "Parties").
RECITALS
WHEREAS, the Owner entered into a contract with Intertech Construction
Corporation of America ("Original Contractor") for the project known as Fire Station 11
Remodel, Contract No. 2022061 (the "Project"), which is referred to herein as the "Original
Contract;"
WHEREAS, the Original Contract obligated Original Contractor to furnish certain
labor, services, materials, and equipment in connection with the performance and
completion of the Project;
WHEREAS, in connection with the Project, Surety issued a Public Construction
Bond on behalf of Original Contractor, as principal, and in favor of the Owner, as obligee,
bearing bond number 964227542 and containing a penal sum (the "Penal Sum") in the
amount of $260,470.00 (the "Bond"). Surety acknowledges that the Penal Sum has been
increased to $474,941.00 to reflect the corresponding increase to the Contract by changes
agreed to between Owner and Original Contractor;
WHEREAS, the Owner claims that Original Contractor defaulted on its obligations
on the Project, has asserted delay claims against the Original Contractor, has terminated
the Original Contractor's right to complete the Project, and has made demand on Surety
under the Bond;
WHEREAS, the Original Contractor has disputed the termination and has alleged
claims against the Owner, and the Parties agree that nothing herein shall waive the rights
of the Original Contractor or Surety against the Owner or the Owner's defenses to any
claim by the Original Contractor or Surety;
WHEREAS, without any admission of liability, Surety has elected to produce and
tender to the Owner, the Completing Contractor, who is acceptable to Owner; and
Completing Contractor warrants that it is ready, willing and able to perform and complete
all of the work required to be performed under the aforementioned Original Contract as
amended, all in accordance with the plans and specifications for the construction of the
Project, as set out and as modified (including modifications as to new agreed completion
dates) in the Completion Contract with the Owner, as defined below, and has procured a
Public Construction Bond acceptable to Owner in the full amount of the Completion
Contract naming Owner as obligee and Surety as additional obligee.
NOW THEREFORE, in consideration of the promises and the mutual covenants
set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:
TERMS OF AGREEMENT AND RELEASE
1. Recitals. All recitals set forth above are true and correct and incorporated
herein by reference.
2. Contract Balance. The Owner represents and warrants that the current
undisputed Contract Balance held by the Owner is $171,871.68 (the "Undisputed Contract
Balance"), calculated as follows:
Original Contract amount:
$260,470.00
Approved Modifications:
$255,830.26
Revised Contract Amount:
$516,300.26
Less Payments:
($344,428.58)
Contract Balance: $171,871.68
The Owner agrees to dedicate the Undisputed Contract Balance to the completion of the
Original Contract.
3. Completine Contractor. Surety hereby tenders and Owner hereby accepts
the Completing Contractor to perform the remaining work under the Original Contract.
The Owner shall directly contract with the Completing Contractor to perform the remaining
work under the Original Contract (the "Completion Contract") for the sum of $451,512.00
(the "Completion Contract Sum"). The Completing Contractor shall furnish to the Owner
a Public Contract Bond for the Completion Contract in the penal sum of $451,512.00,
which represents 100% of the total bid price for the Completion Contract. The Owner
agrees that Completing Contractor shall have 90 days from issuance of a notice to proceed
by the Owner to complete the work under the Completion Contract. Owner acknowledges
that certain items, specifically the air handler and vent hood, may have lead times that
would necessitate a longer period than 90 days for final completion Owner agrees to work
with Completing Contractor to ascertain a reasonable finalization time based upon the
availability of those items. The notice to proceed will not be delayed based on the delivery
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schedules. The Completing Contractor warrants and agrees that it will enter into a
Completion Contract with the Owner in the form attached as Exhibit "A" for completion
of the Original Contract. The Completing Contractor and the Owner agree that the Surety
shall have no responsibility for making any payments to the Completing Contractor, for
any changes to the Original Contract, or for any claims whatsoever by the Completing
Contractor, its subcontractors, laborers, materialmen and suppliers or arising out of or
related to the work of the Completing Contractor, who is providing a bond to the Owner.
Surety, Owner and Completing Contractor agree that there shall be an allowance of
up to $60,000.00 for the correction of any latent defects discovered after the date of this
Agreement in the work previously performed by Original Contractor (the "Latent Defect
Allowance"). Surety shall not be required to fund the Latent Defect Allowance or any part
thereof unless or until (1) the Surety is given notice of the latent defect and 5 (five) business
days to inspect the alleged latent defect; (2) Completing Contractor provides Surety with
the actual cost (materials and labor) with supporting quotations for the work; and (3) Surety
approves the work under the Latent Defect Allowance, in writing, which approval shall not
be unreasonably withheld and provided within three (3) days of receipt of all information.
Completing Contractor agrees that its mark-up of the actual cost of work under the Latent
Defect Allowance for fee/overhead/profit and general conditions shall be limited to 15%
of the actual cost of the work. Within ten (10) business days of the Surety's approval of
work under the Latent Defect Allowance, Surety will tender the approved amount to
Owner. Owner shall be solely responsible for paying Completing Contractor for work
under the Latent Defect Allowance and nothing herein shall create a direct claim by
Completing Contractor against Surety.
4. Payment by Surety. Within ten (10) business days of the Owner providing
to the Surety an executed copy of this Agreement, Surety shall pay to the order of the
Owner, the sum of $279,640.00 (the "Surety Payment"), which represents the difference
between the Undisputed Contract Balance and the Completion Contract Sum to provide
the Owner with funds to complete the Original Contract. The Surety Payment shall reduce
the Penal Sum of the Bond, dollar for dollar. In addition, any payments made by the Surety
under the Latent Defect Allowance shall reduce the Penal Sum of the Bond, dollar for
dollar.
5. No Further Responsibility of Surety. In the event of any default by the
Completion Contractor under the terms of the Completion Contract, the Owner agrees to
make demand and look solely to the Completion Contractor and the Completion
Contractor's Bond surety for performance of its obligations, and the Owner shall make no
further demands and assert no further liability related to the Original Contract upon the
Surety, except for latent defects in work performed by the Original Contractor discovered
after the date of this Agreement (the "Latent Defect Reservation"). The Owner warrants
that it is not currently aware of any defects or deficiencies in work performed by the
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Original Contractor. In no event shall the Surety's combined liability for the Surety
Payment, the Latent Defect Allowance and the Latent Defect Reservation (if any) exceed
the Penal Sum of the Bond. Surety reserves all defenses to the Latent Defect Reservation.
6. Release of Surety. Upon execution of this Agreement by Surety and the
Owner, payment by the Surety to the Owner of the Surety Payment, the Owner agrees that
Surety shall have no responsibility or obligation for the completion or correction of the
work performed or remaining to be performed under the Original Contract and further
agrees that Surety shall be and is hereby fully, finally and completely released, discharged
and exonerated of and from any and all claims, demands, causes of actions and/or
obligation under the Original Contract and the Surety's Bond for the Original Contract
other than the Latent Defect Reservation. In the interest of resolving any and all matters
relating to the Original Contract, and under the sound policy of law favoring the settlement
of disputes, the parties understand and agree that the payment of the Surety Payment by
the Surety constitutes and represents full and just consideration for and satisfaction of any
and all claims by the Owner against Surety arising out of, related to, or incidental to the
Original Contract and the Bonds. The Owner, by acceptance of this Agreement and the
Surety Payment irrevocably remises, releases and forever discharges the Surety and the
Bond of and from all liabilities, obligations, promises, agreements, controversies, damages,
liquidated damages, delay damages, completion costs, actions, causes of actions, suits,
rights, demands, losses, debts, expenses, attorneys' fees, costs and claims, from the
beginning until the end of time, whether known or unknown, whatsoever in law and/or in
equity under and arising out of or related to the Original Contract and the Bond, as well as
all claims for statutory or common law "bad faith" against Surety including all claims that
relate to the manner and timeliness in which Surety reviewed, handled, investigated, or
settled any claim by Owner on the Bond, and any and all claims arising under chapters 624
or 626, Florida Statutes, regardless of when such claim(s) arose or accrued, other than the
Latent Defect Reservation. The Surety reserves, undiminished, all defenses to any claim
under the Latent Defect Reservation.
7. No release of subcontractor and supplier to Original Contractor claims
under Payment Provisions of Bond. Surety agrees that this Agreement shall not release
its obligations to proper and timely claims by subcontractors, sub -subcontractors and/or
suppliers of the Original Contractor who are "claimants" pursuant to Section 255.05,
Florida Statutes ("Payment Claimants"), in connection with the Original Contract, subject
to such limitations and defenses as may exist at law or at equity. Owner agrees that any
payments by Surety to Payment Claimants shall reduce the Penal Sum of the Bond, dollar
for dollar. Nothing herein shall be construed as a waiver of any rights or defenses that
Surety may have as to any claim by any Payment Claimant. Further, nothing herein shall
expand coverage of the Bond or extend the Surety's liability to any subcontractor, laborer,
materialman or supplier of the Completing Contractor.
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8. Reservation of claims of Original Contractor. The Parties acknowledge
that the Original Contractor has disputed the termination of the Original Contract, and that
the Owner and Original Contractor have disputes regarding pending change order requests
and claims. The Owner acknowledges that nothing herein shall be deemed a waiver or
release of the claims of the Original Contractor or the Surety (whether in its own capacity
or as assignee or subrogee of the Original Contractor) against the Owner, and that all such
claims are reserved, unimpaired. The Owner reserves all defenses to claims by the Original
Contractor and the Surety. In the event that the termination of the Original Contractor is
overturned or found wrongful by any court or in any arbitration proceeding, the Surety
shall be entitled to a refund of the Surety Payment from the Owner, but only to extent
ordered by court or arbitrator and in no case shall exceed the amount paid by Surety to the
Owner in paragraph 4 above.
9. Surety is not Acting as a Contractor. The Owner acknowledges and
recognizes that by participating in this Agreement, Surety is not a contractor, is not acting
as a surety completing performance for a defaulted contractor and is not undertaking any
responsibility for completing or overseeing the completion of the Project.
10. No Admission of Liability. It is understood and agreed that the payments
and promises mentioned herein are not to be construed as an admission of liability on the
part of Surety or the Owner, all such liability being expressly denied.
11. Reservation of Surety's Claims against the Original Contractor and
Indemnitors. Nothing in this Agreement shall reduce, impair or diminish Surety's rights
and claims against the Original Contractor or any indemnitor, which are expressly reserved.
12. No Third Party Beneficiaries. Nothing contained in this Agreement shall
create any third -party beneficiaries nor confer any benefit or enforceable rights under this
Agreement upon any person or entity other than the parties to this Agreement.
13. General Provisions.
a. This Agreement contains the entire agreement between the Parties and
supersedes any and all prior agreements, arrangements and/or understandings between the
parties.
b. The Parties and their signatories hereto warrant that each has the power and
Owner to execute this Agreement.
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C. The Parties have voluntarily executed this Agreement based upon their
independent investigations. The provisions of the Agreement shall be applied and
interpreted in a manner consistent with one another so as to carry out the purpose and intent
of the Parties, but if for any reason any provision is unenforceable or invalid, such provision
shall be deemed severed from this Agreement and the remaining provisions shall be carried
out with the same force and effect as if the severed portion had not been a part of this
Agreement.
d. This Agreement constitutes the entire agreement between and among the
Parties regarding the issues that are the subject of this Agreement. Any prior
understandings or agreements, and any representations made by either of the Parties to the
other not included or specifically addressed in this Agreement, are deemed to be merged
herein and not binding as to the Parties as this Agreement constitutes the complete
understanding and agreement between the Parties.
e. The Parties acknowledge that they have read, understand and have had the
opportunity to be advised by legal counsel as to each and every one the terms, conditions,
and restrictions, and as to the effect of all the provisions of this Agreement, and the Parties
agree to the enforcement of any and all of these provisions and execute this Agreement
with full knowledge of these provisions. Should any provision of this Agreement require
judicial interpretation, it is agreed that the court interpreting or constructing the provisions
shall not apply the presumption that the terms hereof shall be more strictly construed
against one party by reason of the rule of construction that a document is to be construed
more strictly against the party who itself or through its agent prepared the document.
f. This Agreement may be executed in one or more counterparts each of which
shall be deemed an original and all of which together shall constitute one and the same
instrument. The Parties agree and intend that a signature by facsimile machine or scanned
PDF shall bind the party so signing with the same effect as though the signature was an
original.
g. The headings in this Agreement are intended to be for the convenience of
reference only, and shall not define or limit the scope, extent or intent, or otherwise affect
the meaning of, any portion hereof.
h. Should either party bring an action to enforce the terms of this agreement,
each party agrees that each party shall bear its own costs and attorney's fees incurred in
such an action.
i. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original for all purposes but all of which together shall constitute one
and the same instrument. Signatures on this Agreement transmitted by electronically shall
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be deemed to be an original for all purposes.
OWNER:
CONTRACTOR:
INDIAN RIVER COUNTY s/. Proctor Construction Company, LLC
Ulf
By.
John Granath, President / COO
John A. Titkanich Jr., County Administrator
APPROVED AS TO FORM AND LEGAL
SUFFICIENCV/.��
s Flicks, Asst. County Attorney
By:
Ryan Butler, Clerk 093ourt and Comptroller
Attest:
(SEAL)
Date:
SURETY:
Deputy Clerk
The Ohio Casualty Insurance Company
✓`� Its Designated Representative,' q5'v
Date: V e- ce-^ b e r 1 �%� 'Zy 'z-44
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SECTION 00520 Agreement
THIS AGREEMENT is by and between INDIAN RIVER COUNTY, a Political Subdivision of the
State of Florida organized and existing under the Laws of the State of Florida, (hereinafter called
OWNER) and Proctor Construction Company, LLC (hereinafter called CONTRACTOR).
OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree
as follows:
ARTICLE 1 - WORK
1.01 CONTRACTOR shall complete all Work as specified or indicated in the Contract
Documents. The Work is generally described as follows:
Remediation work to complete work on Fire Station 11 in accordance with scope of
work provided by Proctor Construction Company, LLC to Kieran O'Connor with
Beacon Consulting Group, Inc. and Project Architect John Binkley Project Architect
with EDB Architects to satisfy work not completed on Fire Station 11 Remodel in
contract between Indian River County and Intertech Construction Corporation of
America to complete the scope for Remodeling of kitchen and restrooms in
accordance with plans and specifications prepared by Edlund, Dritenbas, Binkley
and Associates, P.A.
ARTICLE 2 - THE PROJECT
2.01 The Project for which the Work under the Contract Documents may be the whole or only a
part is generally described as follows:
Project Name: Fire Station 11 Remodel
Bid Number: Error! Reference source not found.
Project Address: 2555 93rd Street, Vero Beach, FL 32963
ARTICLE 3 - ENGINEER
3.01 The Indian River County Public Works Department is hereinafter called the ENGINEER and
will act as OWNER's representative, assume all duties and responsibilities, and have the
rights and authority assigned to ENGINEER in the Contract Documents in connection with
the completion of the Work in accordance with the Contract Documents.
ARTICLE 4 - CONTRACT TIMES
4.01 Time of the Essence
A. All time limits for Milestones, if any, Substantial Completion, and completion and readiness
for final payment as stated in the Contract Documents are of the essence of the Contract.
4.02 Days to Achieve Substantial Completion, Final Completion and Final Payment
A. The Work will be substantially completed on or before the 90th calendar day after the date
when the Contract Times commence to run as provided in paragraph 2.03 of the General
Conditions, and completed and ready for final payment in accordance with paragraph 14.07
of the General Conditions on or before the 120th calendar day after the date when the
Contract Times commence to run.
4.03 Liquidated Damages
A. CONTRACTOR and OWNER recognize that time is of the essence of this Agreement and
that OWNER will suffer financial loss if the Work is not completed within the times specified
in paragraph 4.02 above, plus any extensions thereof allowed in accordance with Article 12
of the General Conditions. Liquidated damages will commence for this portion of work. The
parties also recognize the delays, expense, and difficulties involved in proving in a legal
proceeding the actual loss suffered by OWNER if the Work is not completed on time.
Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that
as liquidated damages for delay (but not as a penalty), CONTRACTOR shall pay OWNER
400.00 for each calendar day that expires after a grace period of 30 days after the time
specified in paragraph 4.02 for Substantial Completion until the Work is substantially
complete. After Substantial Completion and 30 day grace period, if CONTRACTOR shall
neglect, refuse, or fail to complete the remaining Work within the Contract Time or any
proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNER $400.00
for each calendar day that expires after the time specified in paragraph 4.02 plus the 30 day
grace period for completion and readiness for final payment until the Work is completed and
ready for final payment.
ARTICLE 5 - CONTRACT PRICE
5.01 OWNER shall pay CONTRACTOR for completion of the Work in accordance with the
Contract Documents, an amount in current funds equal to the sum of the amounts
determined pursuant to paragraph 5.01.A and summarized in paragraph 5.01.13, below:
A. For all Work, at the prices stated in CONTRACTOR's Bid, attached hereto as an exhibit.
B. THE CONTRACT SUM exclusive of Owner allowances subject to additions and deductions
provided in the Contract:
Numerical Amount: $ 451,512.00
Written Amount: Four Hundred and Fifty One Thousand, Five Hundred and Twelve
Dollars.
ARTICLE 6 - PAYMENT PROCEDURES
6.01 Submittal and Processing of Payments
A. CONTRACTOR shall submit Applications for Payment in accordance with Article
14 of the General Conditions. Applications for Payment will be processed by
ENGINEER as provided in the General Conditions and the Contract Documents.
6.02 Progress Payments.
A. The OWNER shall make progress payments to the CONTRACTOR on the basis
of the approved partial payment request as recommended by ENGINEER in
accordance with the provisions of the Local Government Prompt Payment Act,
Florida Statutes section 218.70 et. seq. The OWNER shall retain five percent (5%)
of the payment amounts due to the CONTRACTOR until final completion and
acceptance of all work to be performed by CONTRACTOR under the Contract
Documents.
6.03 Pay Requests.
A. Each request for a progress payment shall be submitted on the application
provided by OWNER and the application for payment shall contain the
CONTRACTOR'S certification. All progress payments will be on the basis of
progress of the work measured by the schedule of values established, or in the
case of unit price work based on the number of units completed.
6.04 Paragraphs 6.02 and 6.03
do not apply to construction services work purchased by the County as OWNER which
are paid for, in whole or in part, with federal funds and are subject to federal grantor laws
and regulations or requirements that are contrary to any provision of the Local
Government Prompt Payment Act. In such event, payment and retainage provisions shall
be governed by the applicable grant requirements and guidelines.
6.05 Acceptance of Final Payment as Release.
A. The acceptance by the CONTRACTOR of final payment shall be and shall operate
as a release to the OWNER from all claims and all liability to the CONTRACTOR
other than claims in stated amounts as may be specifically excepted by the
CONTRACTOR for all things done or furnished in connection with the work under
this Contract and for every act and neglect of the OWNER and others relating to
or arising out of the work. Any payment, however, final or otherwise, shall not
release the CONTRACTOR or its sureties from any obligations under the Contract
Documents or the Public Construction Bond.
r_13r[six =a I.IQ=11,I.Ilyr«T_tH61",I
7.01 CONTRACTOR shall indemnify OWNER and others in accordance with paragraph 6.20
(Indemnification) of the General Conditions to the Construction Contract.
ARTICLE 8 - CONTRACTOR'S REPRESENTATIONS
8.01 In order to induce OWNER to enter into this Agreement CONTRACTOR makes the
following representations:
A. CONTRACTOR has examined and carefully studied the Contract Documents and the other
related data identified in the Bidding Documents.
B. CONTRACTOR has visited the Site and become familiar with the general, local, and Site
conditions that may affect cost, progress, and performance of the Work.
C. CONTRACTOR is familiar with all federal, state, and local Laws and Regulations that may
affect cost, progress, and performance of the Work.
D. CONTRACTOR has carefully studied all: (1) reports of which have been identified in the
Supplementary Conditions as provided in paragraph 4.02 of the General Conditions and (2
E. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having
done so) all additional or supplementary examinations, investigations, explorations, tests,
studies, and data concerning conditions (surface) at or contiguous to the Site which may
affect cost, progress, or performance of the Work or which relate to any aspect of the means,
methods, techniques, sequences, and procedures of construction to be employed by
CONTRACTOR, including applying the specific means, methods, techniques, sequences,
and procedures of construction, if any, expressly required by the Contract Documents to be
employed by CONTRACTOR, and safety precautions and programs incident thereto.
Contractor and Indian River County agree that Contractor includes the Scope of Work in
accordance with the Bid Documents, Contractor's proposed Schedule of Values, and
Assumptions & Clarifications.
F.
G. CONTRACTOR is aware of the general nature of work to be performed by OWNER and
others at the Site that relates to the Work as indicated in the Contract Documents.
H. CONTRACTOR has correlated the information known to CONTRACTOR, information and
observations obtained from visits to the Site, reports and drawings identified in the Contract
Documents, and all additional examinations, investigations, and data with the Contract
Documents.
I. CONTRACTOR has given ARCHITECT ENGINEE written notice of all conflicts, errors,
ambiguities, or discrepancies that CONTRACTOR has discovered in the Contract
Documents, and the written resolution thereof by ARCHITECT ENI -'�R is acceptable to
CONTRACTOR.
J. The Contract Documents are generally sufficient to indicate and convey understanding of
all terms and conditions for performance and furnishing of the Work. Contract Documents
were not updated to show completed work or unsatisfactory work by Defaulting Contractor.
K. Contractor is registered with and will use the Department of Homeland Security's E -Verify
system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees
for the duration of this agreement, as required by Section 448.095, F.S. Contractor is also
responsible for obtaining proof of E -Verify registration for all subcontractors.
ARTICLE 9 - CONTRACT DOCUMENTS
9.01 Contents
A. The Contract Documents consist of the following:
1. This Agreement (pages 00520-1 to 00520-10, inclusive);
2. Notice to Proceed (page 00550-1);
3. Public Construction Bond (pages 00610-1 to 00610-3, inclusive);
4. Sample Certificate of Liability Insurance (page 00620-1);
5. Contractor's Application for Payment (pages 00622-1 to 00622-6 inclusive);
6. Certificate of Substantial Completion (pages 00630-1 to 00630-2, inclusive);
7. Contractor's Final Certification of the Work (pages 00632-1 to 00632-2, inclusive);
8. Professional Surveyor & Mapper's Certification as to Elevations and Locations of the
Work (page 00634-1
9. General Conditions (pages 00700-1 to 00700-38, inclusive);
10. Supplementary Conditions (pages 00800-1 to 00800-12, inclusive);
11. Specifications as listed in Division 1 (General Requirements) and Division 2 (Technical
Provisions);
12. Drawings consisting of a cover sheet (COVER), and sheets numbered ABB, A-1 through
A-5, inclusive; M0.1, M2.1, E0.1, E2.1, E3.1, P0.1, P2.1, and P3.1, with each sheet
bearing the following general title: Station 11 Interior Remodel
13. Addenda (N/A);
14. Appendices to this Agreement (enumerated as follows):
Inn
15. CONTRACTOR'S BID (pages 00310-1 to 00310-8, inclusive);
16.
17. Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of
Relationships (pages 00452-1 to 00452-2, inclusive);
18. Qualifications Questionnaire (page 00456-1 to 00456-2, inclusive);
19. List of Subcontractors (page 00458-1);
20. Certification Regarding Prohibition Against Contracting with Scrutinized Companies
(page 00460-1);
21. The following which may be delivered or issued on or after the Effective Date of the
Agreement and are not attached hereto:
a) Written Amendments;
b) Work Change Directives;
c) Change Order(s);
ARTICLE 10 - MISCELLANEOUS
10.01 Terms
A. Terms used in this Agreement will have the meanings indicated in the General Conditions.
10.02 Assignment of Contract
A. No assignment by a party hereto of any rights under or interests in the Contract will be
binding on another party hereto without the written consent of the party sought to be bound;
and, specifically but without limitation, moneys that may become due and moneys that are
due may not be assigned without such consent (except to the extent that the effect of this
restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment, no assignment will release or discharge the assignor from any
duty or responsibility under the Contract Documents.
10.03 Successors and Assigns
A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns, and legal
representatives to the other party hereto, its partners, successors, assigns, and legal
representatives in respect to all covenants, agreements, and obligations contained in the
Contract Documents.
10.04 Severability
A. Any provision or part of the Contract Documents held to be void or unenforceable under any
Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to
be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract
Documents shall be reformed to replace such stricken provision or part thereof with a valid
and enforceable provision that comes as close as possible to expressing the intention of the
stricken provision.
10.05 Venue
A. This Contract shall be governed by the laws of the State of Florida. Venue for any lawsuit
brought by either party against the other party or otherwise arising out of this Contract shall
be in Indian River County, Florida, or, in the event of a federal jurisdiction, in the United
States District Court for the Southern District of Florida.
10.06 Public Records Compliance
A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The
Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor
shall:
(1) Keep and maintain public records required by the County to perform the service
(2) Upon request from the County's Custodian of Public Records, provide the County with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as
otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and following completion of the contract if the contractor does not transfer
the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the Contractor or keep and maintain public records required by the County to
perform the service. If the Contractor transfers all public records to the County upon
completion of the contract, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the
contractor keeps and maintains public records upon completion of the contract, the Contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the County, upon request from the Custodian of Public
Records, in a format that is compatible with the information technology systems of the County.
B. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT:
(772) 226-1424
publicrecordsAircgov.com
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960
C. Failure of the Contractor to comply with these requirements shall be a material breach of
this Agreement.
[The remainder of this page was left blank intentionally]
IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in duplicate.
One counterpart each has been delivered to OWNER and CONTRACTOR. All portions of the
Contract Documents have been signed or identified by OWNER and CONTRACTOR or on their
behalf.
This Agreement will be effective on this day3rdof December—,2024.
OWNER:
INDIAN RIVER COUNTY
APPROVED JATO FORM AND LEGAL
SUFFIZI N0Y
am
icks, Asst. County Attorney
By: "
Ryan Butler, Clerk of Court and Comptroller
Attest:
Deputy Clerk
(SEAL)
Designated Representative:
Name: David Rattray
Title: Fire Chief
4225 43,d Avenue
Vero Beach, Florida 32967
(772) 226-1977
drattray@ircgov.com
CONTRACTOR:
Proctor Construction Company, LLC
(Contractor)
(CORPORATE SEAL)
Attest I .ht/(.,f 0'�7--
Address for giving notices:
2050 US Hwy 1 Ste 200
Vero Beach, FL 32960
License No. CGC1529654
(Where applicable)
Agent for service of process:
Designated Representative:
Name: John Granath
Title: President/COO
Address:
2050 US Hwy 1 Ste 200
Vero Beach FL 32960
Phone: 772.234.8164
email: jgranath(a,proctorcc com
(If CONTRACTOR is a corporation or a
partnership, attach evidence of authority to sign.)
PCC Comments 11/12/2024
GENERAL CONDITIONS In Red.
ARTICLE 1 - DEFINITIONS AND TERMINOLOGY
1.01 Defined Terms
A. Wherever used in the Contract Documents
and printed with initial or all capital letters, the terms
listed belowwill have the meanings indicated which are
applicable to both the singular and plural thereof.
1. Addenda—Written or graphic instruments
issued prior to the opening of Bids which clarify,
correct, or change the Bidding Requirements or the
Contract Documents.
2. Agreement --The written instrument which
is evidence of the agreement between OWNER and
CONTRACTOR covering the Work.
3. Application for Payment—The form
acceptable to ENGINEER which is to be used by CON-
TRACTOR during the course of the Work in requesting
progress or final payments and which is to be
accompanied by such supporting documentation as is
required by the Contract Documents.
4. Asbestos --Any material that contains
more than one percent asbestos and is friable or is
releasing asbestos fibers into the air above current
action levels established by the United States Occupa-
tional Safety and Health Administration.
5. Bid --The offer or proposal of a bidder
submitted on the prescribed form setting forth the
prices for the Work to be performed.
6. Bidding Documents --The Bidding
Requirements and the proposed Contract Documents
(including all Addenda issued prior to receipt of Bids).
7. Bidding Requirements—The
Advertisement or Invitation to Bid, Instructions to
Bidders, Bid security form, if any, and the Bid form with
any supplements.
8. Bonds --Performance and payment bonds
and other instruments of security.
9. Change Order --A document recommend-
ed by ENGINEER which is signed by CONTRACTOR
and OWNER and authorizes an addition, deletion, or
revision in the Work or an adjustment in the Contract
Price or the Contract Times, issued on or after the
Effective Date of the Agreement.
10. Claim—A demand or assertion by
OWNER or CONTRACTOR seeking an adjustment of
Contract Price or Contract Times, or both, or other
relief with respect to the terms of the Contract. A
demand for money or services by a third party is not a
Claim.
11. Contract --The entire and integrated
written agreement between the OWNER and
CONTRACTOR concerning the Work. The Contract
supersedes prior negotiations, representations, or
agreements, whether written or oral.
12. Contract Documents --The Contract Docu-
ments establish the rights and obligations of the parties
and include the Agreement, Addenda (which pertain 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 Notice to Proceed, the Bonds, these
General Conditions, the Supplementary Conditions,
the Specifications and the Drawings as the same are
more specifically identified in the Agreement, together
with all Written Amendments, Change Orders, Work
Change Directives, Field Orders, and ENGINEER's
written interpretations and clarifications issued on or
after the Effective Date of the Agreement. Approved
Shop Drawings and the reports and drawings of
subsurface and physical conditions are not Contract
Documents. Only printed or hard copies of the items
listed in this paragraph are Contract Documents. Files
in electronic media format of text, data, graphics, and
the like that may be furnished by OWNER to
CONTRACTOR are not Contract Documents.
13. Contract Price --The moneys payable by
OWNER to CONTRACTOR for completion of the Work
in accordance with the Contract Documents as stated
in the Agreement (subject to the provisions of
paragraph 11.03 in the case of Unit Price Work).
14. Contract Times --The number of days or
the dates stated in the Agreement to: (i) achieve
Substantial Completion; and (ii) complete the Work so
that it is ready for final payment as evidenced by
ENGINEER's written recommendation of final pay-
ment.
15. CONTRACTOR --The individual or entity
with whom OWNER has entered into the Agreement.
16. Cost of the Work -See paragraph 11.01.A
for definition.
17. Drawings—That part of the Contract
Documents prepared or approved by ENGINEER
which graphically shows the scope, extent, and
character of the Work to be performed by
CONTRACTOR. Shop Drawings and other
CONTRACTOR submittals are not Drawings as so
defined.
General Conditions - 00700 -1
18. Effective Date of the Agreement—The
date indicated in the Agreement on which it becomes
effective, but if no such date is indicated, it means the
date on which the Agreement is signed and delivered
by the last of the two parties to sign and deliver.
19. ENGINEER --The individual or entity
named as such in the Agreement.
20. ENGINEER's Consultant --An individual or
entity having a contract with ENGINEER to furnish
services as ENGINEER's independent professional
associate or consultant with respect to the Project and
who is identified as such in the Supplementary
Conditions.
22. General Requirements --Sections of
Division 1 of the Specifications. The General
Requirements pertain to all sections of the Specifica-
tions.
23. Hazardous Environmental Condition—The
presence at the Site of Asbestos, PCBs, Petroleum,
Hazardous Waste, or Radioactive Material in such
quantities or circumstances that may present a
substantial danger to persons or property exposed
thereto in connection with the Work.
24. Hazardous Waste --The term Hazardous
Waste shall have the meaning provided in Section
1004 of the Solid Waste Disposal Act (42 USC Section
6903) as amended from time to time.
25. Laws and Regulations; Laws or Regulat-
ions --Any and all applicable laws, rules, regulations,
ordinances, codes, and orders of any and all govern-
mental bodies, agencies, authorities, and courts
having jurisdiction.
26. Liens—Charges, security interests, or
encumbrances upon Project funds, real property, or
personal property.
27. Milestone—A principal event specified in
the Contract Documents relating to an intermediate
completion date ortime prior to Substantial Completion
of all the Work.
28. Notice of Award --The written notice by
OWNER to the apparent successful bidder stating that
upon timely compliance by the apparent successful
bidder with the conditions precedent listed therein,
OWNER will sign and deliver the Agreement.
29. Notice to Proceed --A written notice given
by OWNER to CONTRACTOR fixing the date on which
the Contract Times will commence to run and on which
CONTRACTOR shall start to perform the Work under
the Contract Documents.
30. OWNER --The individual, entity, public
body, or authority with whom CONTRACTOR has
entered into the Agreement and for whom the Work is
to be performed.
31. Partial Utilization --Use by OWNER of a
substantially completed part of the Work for the pur-
pose for which it is intended (or a related purpose) prior
to Substantial Completion of all the Work.
32. PCBs --Polychlorinated biphenyls.
33. Petroleum—Petroleum, including crude oil
or any fraction thereof which is liquid at standard condi-
tions of temperature and pressure (60 degrees
Fahrenheit and 14.7 pounds per square inch absolute),
such as oil, petroleum, fuel oil, oil sludge, oil refuse,
gasoline, kerosene, and oil mixed with other
non -Hazardous Waste and crude oils.
34. Project --The total construction of which
the Work to be performed under the Contract
Documents may be the whole, or a part as may be
indicated elsewhere in the Contract Documents.
35. Project Manual --The bound documentary
information prepared for bidding and constructing the
Work. A listing of the contents of the Project Manual,
which may be bound in one or more volumes, is
contained in the table(s) of contents.
36. Radioactive Material -Source, special
nuclear, or byproduct material as defined by the Atomic
Energy Act of 1954 (42 USC Section 2011 et seq.) as
amended from time to time.
37. Resident Project Representative—The
authorized representative of ENGINEER who may be
assigned to the Site or any part thereof.
38. Samples—Physical examples of materials,
equipment, or workmanship that are representative of
some portion of the Work and which establish the
standards by which such portion of the Work will be
judged.
39. Shop Drawings --All drawings, diagrams,
illustrations, schedules, and other data or information
which are specifically prepared or assembled by or for
CONTRACTOR and submitted by CONTRACTOR to
illustrate some portion of the Work.
40. Site—Lands or areas indicated in the
Contract Documents as being furnished by OWNER
upon which the Work is to be performed, including
rights-of-way and easements for access thereto, and
such other lands furnished by OWNER which are
designated for the use of CONTRACTOR.
General Conditions - 00700 - 2
41. Specifications—That part of the Contract
Documents consisting of written technical descriptions
of materials, equipment, systems, standards, and
workmanship as applied to the Work and certain
administrative details applicable thereto.
42. Subcontractor --An individual or entity
having a direct contract with CONTRACTOR or with
any other Subcontractor for the performance of a part
of the Work at the Site.
43. Substantial Completion—The time at
which the Work (or a specified part thereof) has
progressed to the point where, in the opinion of
ENGINEER, the Work (or a specified part thereof) is
sufficiently complete, in accordance with the Contract
Documents, so that the Work (or a specified part
thereof) can be utilized for the purposes for which it is
intended. The terms "substantially complete" and
"substantially completed" as applied to all or part of the
Work refer to Substantial Completion thereof.
44. Supplementary Conditions --That part of
the Contract Documents which amends or
supplements these General Conditions.
45. Supplier—A manufacturer, fabricator,
supplier, distributor, materialman, or vendor having a
direct contract with CONTRACTOR or with any
Subcontractor to furnish materials or equipment to be
incorporated in the Work by CONTRACTOR or any
Subcontractor.
46. Underground Facilities—All underground
pipelines, conduits, ducts, cables, wires, manholes,
vaults, tanks, tunnels, or other such facilities or
attachments, and any encasements containing such
facilities, including those that convey electricity, gases,
steam, liquid petroleum products, telephone or other
communications, cable television, water, wastewater,
storm water, other liquids or chemicals, or traffic or
other control systems.
47. Unit Price Work—Work to be paid for on
the basis of unit prices.
48. Work --The entire completed construction
or the various separately identifiable parts thereof re-
quired to be provided under the Contract Documents.
Work includes and is the result of performing or
providing all labor, services, and documentation
necessary to produce such construction, and
furnishing, installing, and incorporating all materials
and equipment into such construction, all as required
by the Contract Documents.
49. Work Change Directive—A written
statement to CONTRACTOR issued on or after the
Effective Date of the Agreement and signed by
OWNER and recommended by ENGINEER ordering
an addition, deletion, or revision in the Work, or
responding to differing or unforeseen subsurface or
physical conditions under which the Work is to be
performed or to emergencies. A Work Change
Directive will not change the Contract Price or the
Contract Times but is evidence that the parties expect
that the change ordered or documented by a Work
Change Directive will be incorporated in a subse-
quently issued Change Order following negotiations by
the parties as to its effect, if any, on the Contract Price
or Contract Times.
50. Written Amendment—A written statement
modifying the Contract Documents, signed by OWNER
and CONTRACTOR on or after the Effective Date of
the Agreement and normally dealing with the
nonengineering or nontechnical rather than strictly
construction -related aspects of the Contract Docu-
ments.
1.02 Terminology
A. Intent of Certain Terms or Adjectives
1. Whenever in the Contract Documents the
terms "as allowed," "as approved," or terms of like
effect or import are used, or the adjectives
"reasonable," "suitable," "acceptable," "proper,"
"satisfactory," or adjectives of like effect or import
are used to describe an action or determination of
ENGINEER as to the Work, it is intended that such
action or determination will be solely to evaluate, in
general, the completed Work for compliance with
the requirements of and information in the Contract
Documents and conformance with the design
concept of the completed Project as a functioning
whole as shown or indicated in the Contract
Documents (unless there is a specific statement
indicating otherwise). The use of any such term or
adjective shall not be effective to assign to ENGI-
NEER any duty or authority to supervise or direct
the performance of the Work or any duty or
authority to undertake responsibility contrary to the
provisions of paragraph 9.10 or any other provision
of the Contract Documents.
B. Day
1. The word "day" shall constitute a
calendar day of 24 hours measured from
midnight to the next midnight.
C. Defective
1. The word "defective," when modifying
the word 'Work," refers to Work that is
unsatisfactory, faulty, or deficient in that it 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 recom-
mendation of final payment (unless responsi-
bility for the protection thereof has been
General Conditions - 00700 - 3
assumed by OWNER at Substantial Completion
in accordance with paragraph 14.04 or 14.05).
D. Furnish, Install, Perform, Provide
4. When "furnish," "install," "perform," or
"provide" is not used in connection with services,
materials, or equipment in a context clearly
requiring an obligation of CONTRACTOR,
.'provide" is implied.
E. Unless stated otherwise in the Contract Docu-
ments, words or phrases which have a well-known
technical or construction industry or trade meaning are
used in the Contract Documents in accordance with
such recognized meaning.
ARTICLE 2 - PRELIMINARY MATTERS
2.01 Delivery of Bonds
A. When CONTRACTOR delivers the executed
Agreements to OWNER, CONTRACTOR shall also
deliver to OWNER such Bonds as CONTRACTOR
may be required to furnish.
2.02 Copies of Documents
A. OWNER shall furnish to CONTRACTOR up to
ten copies of the Contract Documents. Additional
copies will be furnished upon request at the cost of
reproduction.
2.03 Commencement of Contract Times; Notice
to Proceed
A. The Contract Times will commence to run on
the thirtieth day after the Effective Date of the Agree-
ment or, if a Notice to Proceed is given, on the day
indicated in the Notice to Proceed. A Notice to Pro-
ceed may be given at any time within 30 days after the
Effective Date of the Agreement. In no event will the
Contract Times commence to run later than the
ninetieth day after the day of Bid opening or the thirtieth
day after the Effective Date of the Agreement,
whichever date is earlier.
2.04 Starting the Work
A. CONTRACTOR shall start to perform the
Work on the date when the Contract Times commence
to run. No Work shall be done at the Site prior to the
date on which the Contract Times commence to run.
2.05 Before Starting Construction
A. CONTRACTOR's Review of Contract Docu-
ments: Before undertaking each part of the Work,
CONTRACTOR shall carefully study aad-sere the
Contract Documents
CONTRACTOR shall promptly report in writing to
ENGINEER any conflict, error, ambiguity, or
discrepancy which CONTRACTOR may discover and
shall obtain a written interpretation or clarification from
ENGINEER before proceeding with any Work affected
thereby; however, CONTRACTOR shall not be liable
to OWNER or ENGINEER for failure to report any
conflict, error, ambiguity, or discrepancy in the
Contract Documents unless CONTRACTOR knew or
reasonably should have known thereof.
B. Preliminary Schedules: Within ten days after
the Effective Date of the Agreement (unless otherwise
specified in the General Requirements), CONTRAC-
TOR shall submit to ENGINEER for its timely review:
1. a preliminary progress schedule
indicating the times (numbers of days or dates)
for starting and completing the various stages of
the Work, including any Milestones specified in
the Contract Documents;
a preliminary schedule
Drawing an a sub which will list
each required su times for sub-
mitting ewing, and process ch
Ittal; and
3. a preliminary schedule of values for
all of the Work which includes quantities and
prices of items which when added together
equal the Contract Price and subdivides the
Work into component parts in sufficient detail to
serve as the basis for progress payments during
performance of the Work. Such prices will
include an appropriate amount of overhead and
profit applicable to each item of Work.
General Conditions - 00700 - 4
2.06 Preconstruction Conference
2.07 Initial Acceptance of Schedules
A. Unless otherwise provided in the Contract
Documents, at least ten days before submission of the
first Application for Payment a conference attended by
CONTRACTOR, ENGINEER, and others as appropri-
ate will be held to review for acceptability to ENGI-
NEER as provided below the schedules submitted in
accordance with paragraph 2.05.8. CONTRACTOR
shall have an additional ten days to make corrections
and adjustments and to complete and resubmit the
schedules. No progress payment shall be made to
CONTRACTOR until acceptable schedules are
submitted to ENGINEER.
1. The progress schedule will be accept-
able to ENGINEER if it provides an orderly
progression of the Work to completion within
any specified Milestones and the Contract
Times. Such acceptance will not impose on
ENGINEER responsibility for the progress
schedule, for sequencing, scheduling, or
progress of the Work nor interfere with or relieve
CONTRACTOR from CONTRACTOR's full
responsibility therefor.
CONTRACTOR's schedule p
Drawing an mple su s will be
acceptable to EN if it provides a
workable gement for r ng and
WeCL
ssing the required submittals.
3. CONTRACTOR's schedule of values
will be acceptable to ENGINEER as to form and
substance if it provides a reasonable allocation
of the Contract Price to component parts of the
Work.
ARTICLE 3 - CONTRACT DOCUMENTS: INTENT,
AMENDING, REUSE
3.01 Intent
A. The Contract Documents are comple-
mentary; what is called for by one is as binding as if
called for by all. Engineer shall be responsible for all coordination of the
documents. Lac of consultant coordination shall not be the responsibility of
CONTRACTOR.
B. It is the intent of the Contract Documents to
describe a functionally complete Project (or part there-
of) to be constructed in accordance with the Contract
Documents. Any labor, documentation, services,
materials, or equipment that may reasonably be
inferred from the Contract Documents or from
prevailing custom or trade usage as being required to
produce the intended result will be provided whether or
not specifically called for at no additional cost to
OWNER.
C. Clarifications and interpretations of the
Contract Documents shall be issued by ENGINEER as
provided in Article 9.
3.02 Reference Standards
A. Standards, Specifications, Codes, Laws, and
Regulations
1. Reference to standards, specifica-
tions, manuals, or codes of any technical
society, organization, or association, or to Laws
or Regulations, whether such reference be
specific or by implication, shall mean the stan-
dard, specification, manual, code, or Laws or
Regulations in effect at the time of opening of
Bids (or on the Effective Date of the Agreement
if there were no Bids), except as may be
otherwise specifically stated in the Contract
Documents.
2. No provision of any such standard,
specification, manual or code, or any instruction
of a Supplier shall be effective to change the
duties or responsibilities of OWNER,
CONTRACTOR, or ENGINEER, or any of their
subcontractors, consultants, agents, or employ-
ees from those set forth in the Contract
Documents, nor shall any such provision or
instruction be effective to assign to OWNER,
ENGINEER, or any of ENGINEER's
Consultants, agents, or employees any duty or
authority to supervise or direct the performance
of the Work or any duty or authority to undertake
responsibility inconsistent with the provisions of
the Contract Documents.
General Conditions - 00700 - 5
3.03 Reporting and Resolving Discrepancies
A. Reporting Discrepancies
1. If, during the performance of the
Work, CONTRACTOR discovers any conflict,
error, ambiguity, or discrepancy within the Con-
tract Documents or between the Contract Docu-
ments and any provision of any Law or
Regulation applicable to the performance of the
Work or of any standard, specification, manual
or code, or of any instruction of any Supplier,
CONTRACTOR shall report it to ENGINEER in
writing at once. CONTRACTOR shall not
proceed with the Work affected thereby (except
in an emergency as required by paragraph
6.16.A) until an amendment or supplement to
the Contract Documents has been issued by
one of the methods indicated in paragraph 3.04;
provided, however, that CONTRACTOR shall
not be liable to OWNER or ENGINEER for
failure to report any such conflict, error, ambigu-
ity, or discrepancy unless CONTRACTOR knew
or reasonably should have known thereof.
B. Resolving Discrepancies
1. Except as may be otherwise
specifically stated in the Contract Documents,
the provisions of the Contract Documents shall
take precedence in resolving any conflict, error,
ambiguity, or discrepancy between the
provisions of the Contract Documents and:
a. the provisions of any standard,
specification, manual, code, or instruction
(whether or not specifically incorporated by
reference in the Contract Documents); or
b. the provisions of any Laws or
Regulations applicable to the performance of
the Work (unless such an interpretation of
the provisions of the Contract Documents
would result in violation of such Law or
Regulation).
3.04 Amending and Supplementing Contract
Documents
A. The Contract Documents may be amended to
provide for additions, deletions, and revisions in the
Work or to modify the terms and conditions thereof in
one or more of the following ways: (i) a Written Amend-
ment; (ii) a Change Order; or (iii) a Work Change
Directive.
B. The requirements of the Contract Documents
may be supplemented, and minor variations and
deviations in the Work may be authorized, by one or
more of the following ways: ; (ii)
ENGINEER's approval of a Shop Drawing or Sample;
or (iii) ENGINEER's written interpretation or clarifi-
cation.
3.05 Reuse of Documents
A. CONTRACTOR and any Subcontractor or
Supplier or other individual or entity performing or
furnishing any of the Work under a direct or indirect
contract with OWNER: (i) shall not have or acquire any
title to or ownership rights in any of the Drawings,
Specifications, or other documents (or copies of any
thereof) prepared by or bearing the seal of ENGINEER
or ENGINEER's Consultant, including electronic media
editions; and (ii) shall not reuse any of such Drawings,
Specifications, other documents, or copies thereof on
extensions of the Project or any other project without
written consent of OWNER and ENGINEER and
specific written verification or adaption by ENGINEER.
This prohibition will survive final payment, completion,
and acceptance of the Work, or termination or
completion of the Contract. Nothing herein shall
preclude CONTRACTOR from retaining copies of the
Contract Documents for record purposes.
ARTICLE 4 - AVAILABILITY OF LANDS;
SUBSURFACE AND PHYSICAL CONDITIONS;
REFERENCE POINTS
4.01 Availability of Lands
A. OWNER shall furnish the Site. OWNER shall
notify CONTRACTOR of any encumbrances or
restrictions not of general application but specifically
related to use of the Site with which CONTRACTOR
must comply in performing the Work. OWNER will
obtain in a timely manner and pay for easements for
permanent structures or permanent changes in
existing facilities. If CONTRACTOR and OWNER are
unable to agree on entitlement to or on the amount or
extent, if any, of any adjustment in the Contract Price
or Contract Times, or both, as a result of any delay in
OWNER's furnishing the Site, CONTRACTOR may
make a Claim therefor as provided in paragraph 10.05.
B. Upon reasonable written request, OWNER
shall furnish CONTRACTOR with a current statement
of record legal title and legal description of the lands
upon which the Work is to be performed and OWNER's
interest therein as necessary for giving notice of or
filing a mechanic's or construction lien against such
lands in accordance with applicable Laws and Regula-
tions.
C. CONTRACTOR shall provide for all additional
lands and access thereto that may be required for
temporary construction facilities or storage of materials
and equipment.
4.02 Subsurface and Physical Conditions
General Conditions - 00700 - 6
A. Reports and Drawings: The Supplementary
Conditions identify:
those reports of explora
tests of subs on ' ' or contiguous
to the Site has used in
Ing the Contract Documents; a
2. those drawings of physical
conditions in or relating to existing surface or
subsurface structures at or contiguous to the
Site (except Underground Facilities) that ENGI-
NEER has used in preparing the Contract
Documents.
B. Limited Reliance by CONTRACTOR on
Technical Data Authorized: CONTRACTOR may rely
upon the general accuracy of the "technical data"
contained in such reports and drawings, but such
reports and drawings are not Contract Documents.
Such "technical data" is identified in the Supplementary
Conditions. Except for such reliance on such
"technical data," CONTRACTOR may not rely upon or
make any Claim against OWNER, ENGINEER, or any
of ENGINEER's Consultants with respect to:
1. the completeness of such reports and
drawings for CONTRACTOR's purposes,
including, but not limited to, any aspects of the
means, methods, techniques, sequences, and
procedures of construction to be employed by
CONTRACTOR, and safety precautions and
programs incident thereto; or
2. other data, interpretations, opinions,
and information contained in such reports or
shown or indicated in such drawings; or
3. any CONTRACTOR interpretation of
or conclusion drawn from any "technical data" or
any such other data, interpretations, opinions, or
information.
4.03 Differing Subsurface or Physical Conditions
A. Notice: If CONTRACTOR believes that any
subsurface or physical condition at or contiguous to the
Site that is uncovered or revealed either:
1. is of such a nature as to establish that
any "technical data" on which CONTRACTOR is
entitled to rely as provided in paragraph 4.02 is
materially inaccurate; or
2. is of such a nature as to require
change in the Contract Documents; or
3. differs materially from that shown or
indicated in the Contract Documents; or
4. is of an unusual nature, and differs
materially from conditions ordinarily
encountered and generally recognized as inher-
ent in work of the character provided for in the
Contract Documents;
then CONTRACTOR shall, promptly after becoming
aware thereof and before further disturbing the
subsurface or physical conditions or performing any
Work in connection therewith (except in an emergency
as required by paragraph 6.16.A), notify OWNER and
ENGINEER in writing about such condition.
CONTRACTOR shall not further disturb such condition
or perform any Work in connection therewith (except
as aforesaid) until receipt of written order to do so.
B. ENGINEER's Review: After receipt of written
notice as required by paragraph 4.03.A, ENGINEER
will promptly review the pertinent condition, determine
the necessity of OWNER's obtaining additional
exploration or tests with respect thereto, and advise
OWNER in writing (with a copy to CONTRACTOR) of
ENGINEER's findings and conclusions.
C. Possible Price and Times Adjustments
1. The Contract Price or the Contract
Times, or both, will be equitably adjusted to the
extent that the existence of such differing
subsurface or physical condition causes an in-
crease or decrease in CONTRACTOR's cost of,
or time required for, performance of the Work;
subject, however, to the following:
a. such condition must meet any one or
more of the categories described in para-
graph 4.03.A; and
b. with respect to Work that is paid for on
a Unit Price Basis, any adjustment in
Contract Price will be subject to the
provisions of paragraphs 9.08 and 11.03.
2. CONTRACTOR shall not be entitled
to any adjustment in the Contract Price or
Contract Times if:
a. CONTRACTOR knew of the
existence of such conditions at the time
CONTRACTOR made a final commitment to
OWNER in respect of Contract Price and
Contract Times by the submission of a Bid or
becoming bound under a negotiated
contract; or
b. the existence of such condition could
reasonably have been discovered or
revealed as a result of any examination,
investigation, exploration, test,or study of
the Site and contiguous areas required by
the Bidding Requirements or Contract Docu-
ments to be conducted by or for CON-
TRACTOR prior to CONTRACTOR's
making such final commitment; or
General Conditions - 00700 - 7
c. CONTRACTOR failed to give the
written notice within the time and as required
by paragraph 4.03.A.
3. If OWNER and CONTRACTOR are
unable to agree on entitlement to or on the
amount or extent, if any, of any adjustment in
the Contract Price or Contract Times, or both, a
Claim may be made therefor as provided in
paragraph 10.05. However, OWNER,
ENGINEER, and ENGINEER's Consultants
shall not be liable to CONTRACTOR for any
claims, costs, losses, or damages (including but
not limited to all fees and charges of engineers,
architects, attorneys, and other professionals
and all court or arbitration or other dispute
resolution costs) sustained by CONTRACTOR
on or in connection with any other project or
anticipated project.
4.04 Underground Facilities
A. Shown or Indicated: The information and data
shown or indicated in the Contract Documents with
respect to existing Underground Facilities at or
contiguous to the Site is based on information and data
furnished to OWNER or ENGINEER by the owners of
such Underground Facilities, including OWNER, or by
others. Unless it is otherwise expressly provided in the
Supplementary Conditions:
1. OWNER and ENGINEER shall not be
responsible for the accuracy or completeness of
any such information or data; and
2. the cost of all of the following will be
included in the Contract Price, and CONTRAC-
TOR shall have full responsibility for:
a. reviewing and checking all such
information and data,
b. locating all Underground Facilities
shown or indicated in the Contract
Documents,
c. coordination of the Work with the
owners of such Underground Facilities,
including OWNER, during construction, and
d. the safety and protection of all such
Underground Facilities and repairing any
damage thereto resulting from the Work.
B. Not Shown or Indicated
1. If an Underground Facility is
uncovered or revealed at or contiguous to the
Site which was not shown or indicated, or not
shown or indicated with reasonable accuracy in
the Contract Documents, CONTRACTOR shall,
promptly after becoming aware thereof and
before further disturbing conditions affected
thereby or performing any Work in connection
therewith (except in an emergency as required
by paragraph 6.16.A), identify the owner of such
Underground Facility and give written notice to
that owner and to OWNER and ENGINEER.
ENGINEER will promptly review the Under-
ground Facility and determine the extent, if any,
to which a change is required in the Contract
Documents to reflect and document the
consequences of the existence or location of the
Underground Facility. During such time,
CONTRACTOR shall be responsible for the
safety and protection of such Underground
Facility.
2. If ENGINEER concludes that a
change in the Contract Documents is required,
a Work Change Directive or a Change Order will
be issued to reflect and document such conse-
quences. An equitable adjustment shall be
made in the Contract Price or Contract Times,
or both, to the extent that they are attributable to
the existence or location of any Underground
Facility that was not shown or indicated or not
shown or indicated with reasonable accuracy in
the Contract Documents and that
CONTRACTOR did not know of and could not
reasonably have been expected to be aware of
or to have anticipated. If OWNER and
CONTRACTOR are unable to agree on
entitlement to or on the amount or extent, if any,
of any such adjustment in Contract Price or
Contract Times, OWNER or CONTRACTOR
may make a Claim therefor as provided in
paragraph 10.05.
4.05 Reference Points
A. OWNER shall provide engineering surveys to
establish reference points for construction which in
ENGINEER'sjudgment are necessary to enable CON-
TRACTOR to proceed with the Work. CONTRACTOR
shall be responsible for laying out the Work, shall
protect and preserve the established reference points
and property monuments, and shall make no changes
or relocations without the prior written approval of
OWNER. CONTRACTOR shall report to ENGINEER
whenever any reference point or property monument
is lost or destroyed or requires relocation because of
necessary changes in grades or locations, and shall be
responsible for the accurate replacement or relocation
of such reference points or property monuments by
professionally qualified personnel.
4.06 Hazardous Environmental Condition at Site
A. Reports and Drawings: Reference is made to
the Supplementary Conditions for the identification of
those reports and drawings relating to a Hazardous
Environmental Condition identified at the Site, if any,
General Conditions - 00700 - 8
that have been utilized by the ENGINEER in the
preparation of the Contract Documents.
B. Limited Reliance by CONTRACTOR on
Technical Data Authorized: CONTRACTOR may rely
upon the general accuracy of the "technical data"
contained in such reports and drawings, but such
reports and drawings are not Contract Documents.
Such "technical data" is identified in the Supplementary
Conditions. Except for such reliance on such
"technical data," CONTRACTOR may not rely upon or
make any Claim against OWNER, ENGINEER or any
of ENGINEER's Consultants with respect to:
1. the completeness of such reports and
drawings for CONTRACTOR's purposes,
including, but not limited to, any aspects of the
means, methods, techniques, sequences and
procedures of construction to be employed by
CONTRACTOR and safety precautions and
programs incident thereto; or
2. other data, interpretations, opinions
and information contained in such reports or
shown or indicated in such drawings; or
3. any CONTRACTOR interpretation of
or conclusion drawn from any "technical data" or
any such other data, interpretations, opinions or
information.
C. CONTRACTOR shall not be responsible for
any Hazardous Environmental Condition uncovered or
revealed at the Site which was not shown or indicated
in Drawings or Specifications or identified in the
Contract Documents to be within the scope of the
Work. CONTRACTOR shall be responsible for a
Hazardous Environmental Condition created with any
materials brought to the Site by CONTRACTOR,
Subcontractors, Suppliers, or anyone else for whom
CONTRACTOR is responsible.
D. If CONTRACTOR encounters a Hazardous
Environmental Condition or if CONTRACTOR or
anyone for whom CONTRACTOR is responsible
creates a Hazardous Environmental Condition,
CONTRACTOR shall immediately: (i) secure or
otherwise isolate such condition; (ii) stop all Work in
connection with such condition and in any area
affected thereby (except in an emergency as required
by paragraph 6.16); and (iii) notify OWNER and ENGI-
NEER (and promptly thereafter confirm such notice in
writing). OWNER shall promptly consult with
ENGINEER concerning the necessity for OWNER to
retain a qualified expert to evaluate such condition or
take corrective action, if any.
E. CONTRACTOR shall not be required to
resume Work in connection with such condition or in
any affected area until after OWNER has obtained any
required permits related thereto and delivered to
CONTRACTOR written notice: (i) specifying that such
condition and any affected area is or has been
rendered safe for the resumption of Work; or (ii)
specifying any special conditions under which such
Work may be resumed safely. If OWNER and
CONTRACTOR cannot agree as to entitlement to or
on the amount or extent, if any, of any adjustment in
Contract Price or Contract Times, or both, as a result
of such Work stoppage or such special conditions
under which Work is agreed to be resumed by
CONTRACTOR, either party may make a Claim
therefor as provided in paragraph 10.05.
F. If after receipt of such written notice
CONTRACTOR does not agree to resume such Work
based on a reasonable belief it is unsafe, or does not
agree to resume such Work under such special condi-
tions, then OWNER may order the portion of the Work
that is in the area affected by such condition to be
deleted from the Work. If OWNER and CON-
TRACTOR cannot agree as to entitlement to or on the
amount or extent, if any, of an adjustment in Contract
Price or Contract Times as a result of deleting such
portion of the Work, then either party may make a
Claim therefor as provided in paragraph 10.05.
OWNER may have such deleted portion of the Work
performed by OWNER's own forces or others in accor-
dance with Article 7.
G. To the fullest extent permitted by Laws and
Regulations, OWNER shall indemnify and hold
harmless CONTRACTOR, Subcontractors, ENGI-
NEER, ENGINEER's Consultants and the officers,
directors, partners, employees, agents, other
consultants, and subcontractors of each and any of
them from and against all claims, costs, losses, and
damages (including but not limited to all fees and
charges of engineers, architects, attorneys, and other
professionals and all court or arbitration or other
dispute resolution costs) arising out of or relating to a
Hazardous Environmental Condition, provided that
such Hazardous Environmental Condition: (i) was not
shown or indicated in the Drawings or Specifications or
identified in the Contract Documents to be included
within the scope of the Work, and (ii) was not created
by CONTRACTOR or by anyone for whom
CONTRACTOR is responsible. Nothing in this para-
graph 4.06.E shall obligate OWNER to indemnify any
individual or entity from and against the consequences
of that individual's or entity's own negligence.
H. To the fullest extent permitted by Laws and
Regulations, CONTRACTOR shall indemnify and hold
harmless OWNER, ENGINEER ENGINEERl_
GensulteRtsI and the officers, directors, partners,
employees, agents, athef eamsultants, an
from and
against all claims, costs, losses, and damages
(ineluding but net limited te all fees and eherges ef
arising out of or relating to a
Hazardous Environmental Condition created by
General Conditions - 00700 - 9
CONTRACTOR or by anyone for whom
CONTRACTOR is responsible. Nothing in this
paragraph 4.06.F shall obligate CONTRACTOR to
indemnify any individual or entity from and against the
consequences of that individual's or entity's own negli-
gence.
I. The provisions of paragraphs 4.02, 4.03, and
4.04 are not intended to apply to a Hazardous
Environmental Condition uncovered or revealed at the
Site.
ARTICLE 5 - BONDS AND INSURANCE
5.01 Performance, Payment, and Other Bonds
B. All Bonds shall be in the form prescribed by
the Contract Documents except as provided otherwise
by Laws or Regulations, and shall be executed by such
sureties as are named in the current list of "Companies
Holding Certificates of Authority as Acceptable
Sureties on Federal Bonds and as Acceptable
Reinsuring Companies" as published in Circular 570
(amended) by the Financial Management Service,
Surety Bond Branch, U.S. Department of the Treasury.
All Bonds signed by an agent must be accompanied by
a certified copy of such agent's authority to act.
C. If the surety on any Bond furnished by CON-
TRACTOR is declared bankrupt or becomes insolvent
or its right to do business is terminated in any state
where any part of the Project is located or it ceases to
meet the requirements of paragraph 5.01.8,
CONTRACTOR shall within 20 days thereafter
substitute another Bond and surety, both of which shall
comply with the requirements of paragraphs 5.01.B
and 5.02.
5.02 Licensed Sureties and Insurers
A. All Bonds and insurance required by the
Contract Documents to be purchased and maintained
by OWNER or CONTRACTOR shall be obtained from
surety or insurance companies that are duly licensed
or authorized in the jurisdiction in which the Project is
located to issue Bonds or insurance policies for the
limits and coverages so required. Such surety and
insurance companies shall also meet such additional
requirements and qualifications as may be provided in
the Supplementary Conditions.
5.03 Certificates of Insurance
A. CONTRACTOR shall deliver to OWNER, with
copies to each additional insured identified in the
Supplementary Conditions, certificates of insurance
(and other evidence of insurance requested by OWN-
ER or any other additional insured) which CON-
TRACTOR is required to purchase and maintain.
to A_aA_h. addit*enal the Supple
5.04 CONTRACTOR's Liability Insurance
A. CONTRACTOR shall purchase and maintain
such liability and other insurance as is appropriate for
the Work being performed and as will provide
protection from claims set forth below which may arise
out of or result from CONTRACTOR's performance of
the Work and CONTRACTOR's other obligations
under the Contract Documents, whether it is to be per-
formed by CONTRACTOR, any Subcontractor or
Supplier, or by anyone directly or indirectly employed
by any of them to perform any of the Work, or by
anyone for whose acts any of them may be liable:
1. claims under workers' compensation,
disability benefits, and other similar employee
benefit acts;
2. claims for damages because of bodily
injury, occupational sickness or disease, or
death of CONTRACTOR's employees;
3. claims for damages because of bodily
injury, sickness or disease, or death of any
person other than CONTRACTOR's
employees;
4. claims for damages insured by
reasonably available personal injury liability
coverage which are sustained: (i) by any person
as a result of an offense directly or indirectly
related to the employment of such person by
CONTRACTOR, or (ii) by any other person for
any other reason;
5. claims for damages, other than to the
Work itself, because of injuryto or destruction of
tangible property wherever located, including
loss of use resulting therefrom; and
6. claims for damages because of bodily
injury or death of any person or property
damage arising out of the ownership, mainte-
nance or use of any motor vehicle.
General Conditions - 00700 - 10
B. The policies of insurance so required by this
paragraph 5.04 to be purchased and maintained shall:
1. with respect to insurance required by
paragraphs 5.04.A.3 through 5.04.A.6 inclusive,
include as additional insureds (subject to any
customary exclusion in respect of professional
liability) OWNER,., . -_.. -____. -_
GGRGUItaRt6 ms and etk
iieis ail of whom shall be listed as additional
insureds, and include coverage for the respec-
tive officers, directors, partners, employees,
+� a .tier «ARts
aeem�ae—�.,o�se�a an
t*ema' Imsareds, and the insurance afforded to
these additional insureds shall provide primary
coverage for all claims covered thereby;
2. include at least the specific coverages
and be written for not less than the limits of
liability provided in the Supplementary
Conditions or required by Laws or Regulations,
whichever is greater;
3. include completed operations
insurance;
4. include contractual liability insurance
covering CONTRACTOR's indemnity
obligations under paragraphs 6.07, 6.11, and
6.20;
5. contain a provision or endorsement
that the coverage afforded will not be canceled,
materially changed or renewal refused until at
least thirty days prior written notice has been
given to OWNER and CONTRACTOR and to
each other additional insured identified in the
Supplementary Conditions to whom a certificate
of insurance has been issued (and the
certificates of insurance furnished by the CON-
TRACTOR pursuant to paragraph 5.03 will so
provide);
6. remain in effect at least until final
payment and at all times thereafter when CON-
TRACTOR may be correcting, removing, or
replacing defective Work in accordance with
paragraph 13.07; and
7. with respect to completed operations
insurance, and any insurance coverage written
on a claims -made basis, remain in effect for at
least two years after final payment (and
CONTRACTOR shall furnish OWNER and each
other additional insured identified in the Supple-
mentary Conditions, to whom a certificate of
insurance has been issued, evidence
satisfactory to OWNER and any such additional
insured of continuation of such insurance at final
payment and one year thereafter).
5.05 OWNER's Liability Insurance
5.06 Property Insurance
. . . . ..........
_.M.-Mv VWF.T a "Mr.. - ------
General Conditions - 00700 - 11
5.07 Waiver of Rights
D. OWNER shall not be responsible foYurchas-
ing and maintaining any property insu � srecified
in this paragraph 5.06 to protc �fb� interG _,ts of
CONTRACTOR, Subcontrar*�� �r � :.--,the Work
to the extent of any I aunts that are
identified in the Sur,-' . ditions. The risk of
loss within sur` d4` i i :juctible amount will be
borne by r' ; !� ,, Subcontractors, or others
sufferin&r�v �%h ioss, and if any of them wishes
pr(- �, . � O nce coverage within the limits of such
amo och may purchase and maintain it at the
purchaser's own expense.
General Conditions - 00700 - 12
5.08 Receipt and Application of Insurance
Proceeds
5.09 Acceptance of Bonds and Insurance; Option
to Replace
5.10 Partial Utilization, Acknowledgment of
Property Insurer
A. If OWNER finds it necessary to occupy or use
a portion or portions of the Work prior to Substantial
Completion of all the Work as provided in paragraph
14.05, no such use or occupancy shall commence
before the insurers providing the property insurance
pursuant to paragraph 5.06 have acknowledged notice
thereof and in writing effected any changes in cover-
age necessitated thereby. The insurers providing the
property insurance shall consent by endorsement on
the policy or policies, but the property insurance shall
not be canceled or permitted to lapse on account of
any such partial use or occupancy.
ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES
6.01 Supervision and Superintendence
A. CONTRACTOR shall supervise, inspect, and
direct the Work competently and efficiently, devoting
such attention thereto and applying such skills and
expertise as may be necessary to perform the Work in
accordance with the Contract Documents. CON-
TRACTOR shall be solely responsible for the means,
methods, techniques, sequences, and procedures of
construction, but CONTRACTOR shall not be
responsible for the negligence of OWNER or
ENGINEER in the design or specification of a specific
means, method, technique, sequence, or procedure of
construction which is shown or indicated in and
expressly required by the Contract Documents. CON-
TRACTOR shall be responsible to see that the
completed Work complies accurately with the Contract
Documents.
B. At all times during the progress of the Work,
CONTRACTOR shall assign a competent resident
superintendent thereto who shall not be replaced
without written notice to OWNER and ENGINEER
except under extraordinary circumstances. The
superintendent will be CONTRACTOR's
representative at the Site and shall have authority to
act on behalf of CONTRACTOR. All communications
given to or received from the superintendent shall be
binding on CONTRACTOR.
General Conditions - 00700 - 13
6.02 Labor, Working Hours
A. CONTRACTOR shall provide competent,
suitably qualified personnel to survey, lay out, and
construct the Work as required by the Contract Docu-
ments. CONTRACTOR shall at all times maintain
good discipline and order at the Site.
B. Except as otherwise required for the safety or
protection of persons or the Work or property at the
Site or adjacent thereto, and except as otherwise
stated in the Contract Documents, all Work at the Site
shall be performed during regular working hours, and
CONTRACTOR will not permit overtime work or the
performance of Work on Saturday, Sunday, or any
legal holiday without OWNER's written consent (which
will not be unreasonably withheld) given after prior
written notice to ENGINEER.
6.03 Services, Materials, and Equipment
A. Unless otherwise specified in the General Re-
quirements, CONTRACTOR shall provide and assume
full responsibility for all services, materials, equipment,
labor, transportation, construction equipment and
machinery, tools, appliances, fuel, power, light, heat,
telephone, water, sanitary facilities, temporary
facilities, and all other facilities and incidentals
necessary for the performance, testing, start-up, and
completion of the Work.
B. All materials and equipment incorporated into
the Work shall be as specified or, if not specified, shall
be of good quality and new, except as otherwise
provided in the Contract Documents. All warranties
and guarantees specifically called for by the Specifica-
tions shall expressly run to the benefit of OWNER. If
required by ENGINEER, CONTRACTOR shall furnish
satisfactory evidence (including reports of required
tests) as to the source, kind, and quality of materials
and equipment. All materials and equipment shall be
stored, applied, installed, connected, erected,
protected, used, cleaned, and conditioned in
accordance with instructions of the applicable Supplier,
except as otherwise may be provided in the Contract
Documents.
6.04 Progress Schedule
A. CONTRACTOR shall adhere to the progress
schedule established in accordance with paragraph
2.07 as it may be adjusted from time to time as
provided below.
1. CONTRACTOR shall submit to ENGI-
NEER for acceptance (to the extent indicated in
paragraph 2.07) proposed adjustments in the
progress schedule that will not result in
changing the Contract Times (or Milestones).
Such adjustments will conform generally to the
progress schedule then in effect and additional-
ly will comply with any provisions of the General
Requirements applicable thereto.
2. Proposed adjustments in the
progress schedule that will change the Contract
Times (or Milestones) shall be submitted in
accordance with the requirements of Article 12.
Such adjustments may only be made by a
Change Order or Written Amendment in accor-
dance with Article 12.
6.05 Substitutes and "Or -Equals"
A. Whenever an item of material or equipment is
specified or described in the Contract Documents by
using the name of a proprietary item or the name of a
particular Supplier, the specification or description is
intended to establish the type, function, appearance,
and quality required. Unless the specification or
description contains or is followed by words reading
that no like, equivalent, or "or -equal" item or no
substitution is permitted, other items of material or
equipment or material or equipment of other Suppliers
may be submitted to ENGINEER for review under the
circumstances described below.
1. "Or -Equal" Items: If in ENGINEER's
sole discretion an item of material or equipment
proposed by CONTRACTOR is functionally
equal to that named and sufficiently similar so
that no change in related Work will be required,
it may be considered by ENGINEER as an
"or -equal" item, in which case review and
approval of the proposed item may, in
ENGINEER's sole discretion, be accomplished
without compliance with some or all of the
requirements for approval of proposed substi-
tute items. For the purposes of this paragraph
6.05.A.1, a proposed item of material or
equipment will be considered functionally equal
to an item so named if:
a. in the exercise of reasonable
judgment ENGINEER determines that: (i) it
is at least equal in quality, durability,
appearance, strength, and design
characteristics; (ii) it will reliably perform at
least equally well the function imposed by
the design concept of the completed Project
as a functioning whole, and;
b. CONTRACTOR certifies that: (i) there
is no increase in cost to the OWNER; and (ii)
it will conform substantially, even with
deviations, to the detailed requirements of
the item named in the Contract Documents.
Substitute Items
a. If in ENGINEER's sole discretion an
item of material or equipment proposed by
General Conditions - 00700 - 14
CONTRACTOR does not qualify as an
"or -equal" item under paragraph 6.05.A.1, it
B. Substitute Construction Methods or Proce-
will be considered a proposed substitute
dures: If a specific means, method, technique, se -
item.
quence, or procedure of construction is shown or
indicated in and expressly required by the Contract
b. CONTRACTOR shall submit suffi-
Documents, CONTRACTOR may furnish or utilize a
cient information as provided below to allow
substitute means, method, technique, sequence, or
ENGINEER to determine that the item of
procedure of construction approved by ENGINEER.
material or equipment proposed is
CONTRACTOR shall submit sufficient information to
essentially equivalent to that named and an
allow ENGINEER, in ENGINEER's sole discretion, to
acceptable substitute therefor. Requests for
determine that the substitute proposed is equivalent to
review of proposed substitute items of
that expressly called for by the Contract Documents.
material or equipment will not be accepted
The procedure for review by ENGINEER will be similar
by ENGINEER from anyone other than
to that provided in subparagraph 6.05.A.2.
CONTRACTOR.
C. Engineer's Evaluation: ENGINEER will be
c. The procedure for review by ENGI-
allowed a reasonable time within which to evaluate
NEER will be as set forth in paragraph
each proposal or submittal made pursuant to para-
6.05.A.2.d, as supplemented in the General
graphs 6.05.A and 6.05.B. ENGINEER will be the sole
Requirements and as ENGINEER may
judge of acceptability. No "or -equal" or substitute will
decide is appropriate under the
be ordered, installed or utilized until ENGINEER's
circumstances.
review is complete, which will be evidenced by either a
Change Order for a substitute or an approved Shop
d. CONTRACTOR shall first make
Drawing for an "or equal." ENGINEER will advise
written application to ENGINEER for review
CONTRACTOR in writing of any negative
of a proposed substitute item of material or
determination.
equipment that CONTRACTOR seeks to
furnish or use. The application shall certify
D. Special Guarantee: OWNER may require
that the proposed substitute item will perform
CONTRACTOR to furnish at CONTRACTOR's ex -
adequately the functions and achieve the
pense a special performance guarantee or other surety
results called for by the general design, be
with respect to any substitute.
similar in substance to that specified, and be
suited to the same use as that specified. The
E. ENGINEER's Cost Reimbursement:
application will state the extent, if any, to
ENGINEER will record time required by ENGINEER
which the use of the proposed substitute
and ENGINEER's Consultants in evaluating substitute
item will prejudice CONTRACTOR's
proposed or submitted by CONTRACTOR pursuant to
achievement of Substantial Completion on
paragraphs 6.05.A.2 and 6.05.13 and in making
time, whether or not use of the proposed
changes in the Contract Documents (or in the
substitute item in the Work will require a
provisions of any other direct contract with OWNER for
change in any of the Contract Documents (or
work on the Project) occasioned thereby. Whether or
in the provisions of any other direct contract
not ENGINEER approves a substitute item so pro -
with OWNER for work on the Project) to
posed or submitted by CONTRACTOR, CON -
adapt the design to the proposed substitute
TRACTOR shall reimburse OWNER for the charges of
item and whether or not incorporation or use
ENGINEER and ENGINEER's Consultants for
of the proposed substitute item in connection
evaluating each such proposed substitute.
with the Work is subject to payment of any
license fee or royalty. All variations of the
F. CONTRACTOR's Expense: CONTRACTOR
proposed substitute item from that specified
shall provide all data in support of any proposed
will be identified in the application, and
substitute or "or -equal" at CONTRACTOR's expense.
available engineering, sales, maintenance,
repair, and replacement services will be
6.06 Concerning Subcontractors, Suppliers, and
indicated. The application will also contain
Others
an itemized estimate of all costs or credits
that will result directly or indirectly from use
A. CONTRACTOR shall not employ any Subcon-
of such substitute item, including costs of
tractor, Supplier, or other individual or entity (including
redesign and claims of other contractors
those acceptable to OWNER as indicated in paragraph
affected by any resulting change, all of which
6.06.13), whether initially or as a replacement, against
will be considered by ENGINEER in
whom OWNER may have reasonable objection. CON -
evaluating the proposed substitute item.
TRACTOR shall not be required to employ any Sub -
ENGINEER may require CONTRACTOR to
contractor, Supplier, or other individual or entity to
furnish additional data about the proposed
furnish or perform any of the Work against whom
substitute item.
CONTRACTOR has reasonable objection.
General Conditions - 00700 - 15
B. If the Supplementary Conditions require the
identity of certain Subcontractors, Suppliers, or other
individuals or entities to be submitted to OWNER in
advance for acceptance by OWNER by a specified
date prior to the Effective Date of the Agreement, and
if CONTRACTOR has submitted a list thereof in accor-
dance with the Supplementary Conditions, OWNER's
acceptance (either in writing or by failing to make
written objection thereto by the date indicated for
acceptance or objection in the Bidding Documents or
the Contract Documents) of any such Subcontractor,
Supplier, or other individual or entity so identified may
be revoked on the basis of reasonable objection after
due investigation. CONTRACTOR shall submit an
acceptable replacement for the rejected
Subcontractor, Supplier, or other individual or entity,
and the Contract Price will be adjusted by the differ-
ence in the cost occasioned by such replacement, and
an appropriate Change Order will be issued or Written
Amendment signed. No acceptance by OWNER of
any such Subcontractor, Supplier, or other individual or
entity, whether initially or as a replacement, shall
constitute a waiver of any right of OWNER or ENGI-
NEER to reject defective Work.
C. CONTRACTOR shall be fully responsible to
OWNER and ENGINEER for all acts and omissions of
the Subcontractors, Suppliers, and other individuals or
entities performing or furnishing any of the Work just
as CONTRACTOR is responsible for
CONTRACTOR's own acts and omissions. Nothing in
the Contract Documents shall create for the benefit of
any such Subcontractor, Supplier, or other individual or
entity any contractual relationship between OWNER or
ENGINEER and any such Subcontractor, Supplier or
other individual or entity, nor shall it create any
obligation on the part of OWNER or ENGINEER to pay
or to see to the payment of any moneys due any such
Subcontractor, Supplier, or other individual or entity
except as may otherwise be required by Laws and
Regulations.
D. CONTRACTOR shall be solely responsible for
scheduling and coordinating the Work of Subcon-
tractors, Suppliers, and other individuals or entities
performing or furnishing any of the Work under a direct
or indirect contract with CONTRACTOR.
E. CONTRACTOR shall require all Subcontrac-
tors, Suppliers, and such other individuals or entities
performing or furnishing any of the Work to commu-
nicate with ENGINEER through CONTRACTOR.
F. The divisions and sections of the Specifica-
tions and the identifications of any Drawings shall not
control CONTRACTOR in dividing the Work among
Subcontractors or Suppliers or delineating the Work to
be performed by any specific trade.
G. All Work performed for CONTRACTOR by a
Subcontractor or Supplier will be pursuant to an appro-
priate agreement between CONTRACTOR and the
Subcontractor or Supplier which specifically binds the
Subcontractor or Supplier to the applicable terms and
conditions of the Contract Documents for the benefit of
OWNER and ENGINEER. Whenever any such
agreement is with a Subcontractor or Supplier who is
listed as an additional insured on the property insur-
ance provided in paragraph 5.06, the agreement
between the CONTRACTOR and the Subcontractor or
Supplier will contain provisions whereby the
Subcontractor or Supplier waives all rights against
OWNER, CONTRACTOR, ENGINEER, ENGINEER's
Consultants, and all other individuals or entities
identified in the Supplementary Conditions to be listed
as insureds or additional insureds (and the officers,
directors, partners, employees, agents, and other
consultants and subcontractors of each and any of
them) for all losses and damages caused by, arising
out of, relating to, or resulting from any of the perils or
causes of loss covered by such policies and any other
property insurance applicable to the Work. If the
insurers on any such policies require separate waiver
forms to be signed by any Subcontractor or Supplier,
CONTRACTOR will obtain the same.
6.07 Patent Fees and Royalties
A. CONTRACTOR shall pay all license fees and
royalties and assume all costs incident to the use in the
performance of the Work or the incorporation in the
Work of any invention, design, process, product, or
device which is the subject of patent rights or
copyrights held by others. If a particular invention,
design, process, product, or device is specified in the
Contract Documents for use in the performance of the
Work and if to the actual knowledge of OWNER or
ENGINEER its use is subject to patent rights or
copyrights calling for the payment of any license fee or
royalty to others, the existence of such rights shall be
disclosed by OWNER in the Contract Documents. To
the fullest extent permitted by Laws and Regulations,
CONTRACTOR shall indemnify and hold harmless
OWNER, ENGINEER, ENGINEER's Consultants, and
the officers, directors, partners, employees or agents,
and other consultants of each and any of them from
and against all claims, costs, losses, and damages
(including but not limited to all fees and charges of
engineers, architects, attorneys, and other
professionals and all court or arbitration or other
dispute resolution costs) arising out of or relating to any
infringement of patent rights or copyrights incident to
the use in the performance of the Work or resulting
from the incorporation in the Work of any invention,
design, process, product, or device not specified in the
Contract Documents.
6.08 Permits CONTRACTOR DOES NOT
INCLUDE PERMITS
A. Unless otherwise provided in the Supple-
mentary Conditions, CONTRACTOR shall obtain and
General Conditions - 00700 - 16
pay for all construction permits and licenses. OWNER
shall assist CONTRACTOR, when necessary, in
obtaining such permits and licenses. CONTRACTOR
shall pay all governmental charges and inspection fees
necessary for the prosecution of the Work which are
applicable at the time of opening of Bids, or, if there are
no Bids, on the Effective Date of the Agreement.
CONTRACTOR shall pay all charges of utility owners
for connections to the Work, and OWNER shall pay all
charges of such utility owners for capital costs related
thereto, such as plant investment fees.
6.09 Laws and Regulations
A. CONTRACTOR shall give all notices and
comply with all Laws and Regulations applicable to the
performance of the Work. Except where otherwise
expressly required by applicable Laws and
Regulations, neither OWNER nor ENGINEER shall be
responsible for monitoring CONTRACTOR's compli-
ance with any Laws or Regulations.
B. If CONTRACTOR performs any Work know-
ing or having reason to know that it is contrary to Laws
or Regulations, CONTRACTOR shall bear all claims,
costs, losses, and damages (including but not limited
to all fees and charges of engineers, architects,
attorneys, and other professionals and all court or
arbitration or other dispute resolution costs) arising out
of or relating to such Work; however, it shall not be
CONTRACTOR's primary responsibility to make
certain that the Specifications and Drawings are in
accordance with Laws and Regulations, but this shall
not relieve CONTRACTOR of CONTRACTOR's
obligations under paragraph 3.03.
C. Changes in Laws or Regulations not known at
the time of opening of Bids (or, on the Effective Date of
the Agreement if there were no Bids) having an effect
on the cost or time of performance of the Work may be
the subject of an adjustment in Contract Price or
Contract Times. If OWNER and CONTRACTOR are
unable to agree on entitlement to or on the amount or
extent, if any, of any such adjustment, a Claim may be
made therefor as provided in paragraph 10.05.
6.10 Taxes
A. CONTRACTOR shall pay all sales, consumer,
use, and other similar taxes required to be
paid by CONTRACTOR in accordance with
the Laws and Regulations of the place of the
Project which are applicable during the
performance of the Work.
B. OWNER qualifies for state and local sales tax
exemption in the purchase of all material and
equipment.
6.11 Use of Site and Other Areas
A. Limitation on Use of Site and Other Areas
1. CONTRACTOR shall confine
construction equipment, the storage of
materials and equipment, and the operations of
workers to the Site and other areas permitted by
Laws and Regulations, and shall not
unreasonably encumber the Site and other
areas with construction equipment or other
materials or equipment. CONTRACTOR shall
assume full responsibility for any damage to any
such land or area, or to the owner or occupant
thereof, or of any adjacent land or areas
resulting from the performance of the Work.
2. Should any claim be made by any
such owner or occupant because of the
performance of the Work, CONTRACTOR shall
promptly settle with such other party by
negotiation or otherwise resolve the claim by
arbitration or other dispute resolution
proceeding or at law.
3. To the fullest extent permitted by
Laws and Regulations, CONTRACTOR shall
indemnify and hold harmless OWNER,
—N—N--R, ENGINEER's GaISLltnnc; and the
officers, directors, partners, employees, agents,
and -vmvrvvr;sa,iarrssvrcac.....R..any ... ........
from and against all claims, costs, losses, and
damages (iRGludiRg bUt Ret limited te all fees
QrbitratiQA or ethell:dispute Feselutien ee
..4..)
arising out of or relating to any claim or action,
legal or equitable, brought by any such owner or
occupant against OWNER, eCAIG+NE-rn
rr, or any
other party indemnified hereunder to the extent
caused by or based upon CONTRACTOR's
performance of the Work.
B. Removal of Debris During Performance of the
Work: During the progress of the Work CONTRAC-
TOR shall keep the Site and other areas free from
accumulations of waste materials, rubbish, and other
debris. Removal and disposal of such waste materials,
rubbish, and other debris shall conform to applicable
Laws and Regulations.
C. Cleaning: Prior to Substantial Completion of
the Work CONTRACTOR shall clean the Site and
make it ready for utilization by OWNER. At the com-
pletion of the Work CONTRACTOR shall remove from
the Site all tools, appliances, construction equipment
and machinery, and surplus materials and shall restore
to original condition all property not designated for
alteration by the Contract Documents.
D. Loading Structures: CONTRACTOR shall not
load nor permit any part of any structure to be loaded
General Conditions - 00700 - 17
in any manner that will endanger the structure, nor
shall CONTRACTOR subject any part of the Work or
adjacent property to stresses or pressures that will
endanger it.
6.12 Record Documents
A. CONTRACTOR shall maintain in a safe place
at the Site one record copy of all Drawings, Specifica-
tions, Addenda, Written Amendments, Change Orders,
Work Change Directives, Field Orders, and written
interpretations and clarifications in good order and
annotated to show changes made during construction.
These record documents together with all approved
Samples and a counterpart of all approved Shop
Drawings will be available to ENGINEER for reference.
Upon completion of the Work, these record
documents, Samples, and Shop Drawings will be
delivered to ENGINEER for OWNER.
6.13 Safety and Protection
A. CONTRACTOR shall be solely responsible for
initiating, maintaining and supervising all safety
precautions and programs in connection with the
Work. CONTRACTOR shall take all necessary
precautions for the safety of, and shall provide the
necessary protection to prevent damage, injury or loss
to:
1. all persons on the Site or who may be
affected by the Work;
2. all the Work and materials and equip-
ment to be incorporated therein, whether in
storage on or off the Site; and
3. other property at the Site or adjacent
thereto, including trees, shrubs, lawns, walks,
pavements, roadways, structures, utilities, and
Underground Facilities not designated for
removal, relocation, or replacement in the
course of construction.
B. CONTRACTOR shall comply with all applica-
ble Laws and Regulations relating to the safety of
persons or property, or to the protection of persons or
property from damage, injury, or loss; and shall erect
and maintain all necessary safeguards for such safety
and protection. CONTRACTOR shall notify owners of
adjacent property and of Underground Facilities and
other utility owners when prosecution of the Work may
affect them, and shall cooperate with them in the
protection, removal, relocation, and replacement of
their property. All damage, injury, or loss to any
property referred to in paragraph 6.13.A.2 or 6.13.A.3
caused, directly or indirectly, in whole or in part, by
CONTRACTOR, any Subcontractor, Supplier, or any
other individual or entity directly or indirectly employed
by any of them to perform any of the Work, or anyone
for whose acts any of them may be liable, shall be
remedied by CONTRACTOR (except damage or loss
attributable to the fault of Drawings or Specifications or
to the acts or omissions of OWNER or ENGINEER or
ENGINEER's Consultant, or anyone employed by any
of them, or anyone for whose acts any of them may be
liable, and not attributable, directly or indirectly, in
whole or in part, to the fault or negligence of CON-
TRACTOR or any Subcontractor, Supplier, or other
individual or entity directly or indirectly employed by
any of them). CONTRACTOR's duties and
responsibilities for safety and for protection of the Work
shall continue until such time as all the Work is
completed and ENGINEER has issued a notice to
OWNER and CONTRACTOR in accordance with
paragraph 14.07.B that the Work is acceptable (except
as otherwise expressly provided in connection with
Substantial Completion).
6.14 Safety Representative
A. CONTRACTOR shall designate a qualified
and experienced safety representative at the Site
whose duties and responsibilities shall be the
prevention of accidents and the maintaining and
supervising of safety precautions and programs.
6.15 Hazard Communication Programs
A. CONTRACTOR shall be responsible for
coordinating any exchange of material safety data
sheets or other hazard communication information
required to be made available to or exchanged be-
tween or among employers at the Site in accordance
with Laws or Regulations.
6.16 Emergencies
A. In emergencies affecting the safety or protec-
tion of persons or the Work or property at the Site or
adjacent thereto, CONTRACTOR is obligated to act to
prevent threatened damage, injury, or loss.
CONTRACTOR shall give ENGINEER prompt written
notice if CONTRACTOR believes that any significant
changes in the Work or variations from the Contract
Documents have been caused thereby or are required
as a result thereof. If ENGINEER determines that a
change in the Contract Documents is required be-
cause of the action taken by CONTRACTOR in
response to such an emergency, a Work Change
Directive or Change Order will be issued.
6.17 Shop Drawings and Samples
A. CONTRACTOR shall submit Shop Drawings
to ENGINEER for review and approval in accordance
with the acceptable schedule of Shop Drawings and
Sample submittals. All submittals will be identified as
ENGINEER may require and in the number of copies
specified in the General Requirements. The data
shown on the Shop Drawings will be complete with
respect to quantities, dimensions, specified perfor-
mance and design criteria, materials, and similar data
General Conditions - 00700 - 18
to show ENGINEER the services, materials, and
equipment CONTRACTOR proposes to provide and to
enable ENGINEER to review the information for the
limited purposes required by paragraph 6.17.E.
B. CONTRACTOR shall also submit Samples to
ENGINEER for review and approval in accordance
with the acceptable schedule of Shop Drawings and
Sample submittals. Each Sample will be identified
clearly as to material, Supplier, pertinent data such as
catalog numbers, and the use for which intended and
otherwise as ENGINEER may require to enable ENGI-
NEER to review the submittal for the limited purposes
required by paragraph 6.17.E. The numbers of each
Sample to be submitted will be as specified in the
Specifications.
C. Where a Shop Drawing or Sample is required
by the Contract Documents or the schedule of Shop
Drawings and Sample submittals acceptable to ENGI-
NEER as required by paragraph 2.07, any related
Work performed prior to ENGINEER's review and
approval of the pertinent submittal will be at the sole
expense and responsibility of CONTRACTOR.
D. Submittal Procedures
1. Before submitting each Shop Drawing
or Sample, CONTRACTOR shall have
determined and verified:
a. all field measurements, quantities,
dimensions, specified performance criteria,
installation requirements, materials, catalog
numbers, and similar information with
respect thereto;
b. all materials with respect to intended
use, fabrication, shipping, handling, storage,
assembly, and installation pertaining to the
performance of the Work;
c. all information relative to means,
methods, techniques, sequences, and
procedures of construction and safety
precautions and programs incident thereto;
and
d. CONTRACTOR shall also have
reviewed and coordinated each Shop
Drawing or Sample with other Shop
Drawings and Samples and with the
requirements of the Work and the Contract
Documents.
2. Each submittal shall bear a stamp or
specific written indication that CONTRACTOR
has satisfied CONTRACTOR's obligations
under the Contract Documents with respect to
CONTRACTOR's review and approval of that
submittal.
3. At the time of each submittal, CON-
TRACTOR shall give ENGINEER specific
written notice of such variations, if any, that the
Shop Drawing or Sample submitted may have
from the requirements of the Contract
Documents, such notice to be in a written com-
munication separate from the submittal; and, in
addition, shall cause a specific notation to be
made on each Shop Drawing and Sample sub-
mitted to ENGINEER for review and approval of
each such variation.
E. ENGINEER's Review
1. ENGINEER will timely review and
approve Shop Drawings and Samples in
accordance with the schedule of Shop Drawings
and Sample submittals acceptable to ENGI-
NEER. ENGINEER's review and approval will
be only to determine if the items covered by the
submittals will, after installation or incorporation
in the Work, conform to the information given in
the Contract Documents and be compatible with
the design concept of the completed Project as
a functioning whole as indicated by the Contract
Documents.
2. ENGINEER's review and approval
will not extend to means, methods, techniques,
sequences, or procedures of construction
(except where a particular means, method,
technique, sequence, or procedure of con-
struction is specifically and expressly called for
by the Contract Documents) or to safety
precautions or programs incident thereto. The
review and approval of a separate item as such
will not indicate approval of the assembly in
which the item functions.
3. ENGINEER's review and approval of
Shop Drawings 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 each submittal as
required by paragraph 6.17.D.3 and ENGI-
NEER has given written approval of each such
variation by specific written notation thereof
incorporated in or accompanying the Shop
Drawing or Sample approval; nor will any
approval by ENGINEER relieve CON-
TRACTOR from responsibility for complying
with the requirements of paragraph 6.17.D.1.
F. Resubmittal Procedures
1. CONTRACTOR shall make correc-
tions 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
General Conditions - 00700 - 19
direct specific attention in writing to revisions
other than the corrections called for by ENGI-
NEER on previous submittals.
6.18 Continuing the Work
A. CONTRACTOR shall carry on the Work and
adhere to the progress schedule during all disputes or
disagreements with OWNER. No Work shall be
delayed or postponed pending resolution of any
disputes or disagreements, except as permitted by
paragraph 15.04 or as OWNER and CONTRACTOR
may otherwise agree in writing.
6.19 CONTRACTOR's General Warranty and
Guarantee
A. CONTRACTOR warrants and guarantees to
OWNER, ENGINEER, and ENGINEER's Consultants
that all Work will be in accordance with the Contract
Documents and will not be defective.
CONTRACTOR's warranty and guarantee hereunder
excludes defects or damage caused by:
1. abuse, modification, or improper
maintenance or operation by persons other than
CONTRACTOR, Subcontractors, Suppliers, or
any other individual or entity for whom
CONTRACTOR is responsible; or
normal wear and tear under normal
usage.
B. CONTRACTOR's obligation to perform and
complete the Work in accordance with the Contract
Documents shall be absolute. None of the following
will constitute an acceptance of Work that is not in
accordance with the Contract Documents or a release
of CONTRACTOR's obligation to perform the Work in
accordance with the Contract Documents:
observations by ENGINEER;
2. recommendation by ENGINEER or
payment by OWNER of any progress or final
payment;
3. the issuance of a certificate of Sub-
stantial Completion by ENGINEER or any
payment related thereto by OWNER;
4. use or occupancy of the Work or any
part thereof by OWNER;
5. any acceptance by OWNER or any
failure to do so;
6. any review and approval of a Shop
Drawing or Sample submittal or the issuance of
a notice of acceptability by ENGINEER;
7. any inspection, test, or approval by
others; or
8. any correction of defective Work by
OWNER.
6.20 Indemnification
A. To the fullest extent permitted by Laws and
Regulations, CONTRACTOR shall indemnify and hold
harmless OWNER, ENGINE . __.. ___. _ _
Ccasultaa#s, and the officers, directors, partners,
employees,
from and
against all claims, costs, losses, and damages
(ineluding but met limited to all fees amd ehBF@es
arising out of or relating to the
performance of the Work, provided that any such
claim, cost, loss, or damage:
1. is attributable to bodily injury,
sickness, disease, or death, or to injury to or
destruction of tangible property (other than the
Work itself), including the loss of use resulting
therefrom; and
2. is caused in whole or in part by any
negligent act or omission of CONTRACTOR,
any Subcontractor, any Supplier, or any
individual or entity directly or indirectly
employed by any of them to perform any of the
Work or anyone for whose acts any of them may
be liable, regardless of whether or not caused in
part by any negligence or omission of an
individual or entity indemnified hereunder or
whether liability is imposed upon such indemni-
fied party by Laws and Regulations regardless
of the negligence of any such individual or
entity.
B. In any and all claims against OWNER
EN EER or any of their respective consul nts,
agents, icers, directors, partners, or empl ees by
any emplo a (or the survivor personal
representative uch employee) of NTRACTOR,
any Subcontractor, y Supplier, any individual or
entity directly or indire empl ed by any of them to
perform any of the Work, o yone for whose acts any
of them may be liable, a in mnification obligation
under paragraph 6.2 . shall not limited in anyway
by any limitation n the amount or t of damages,
compensatio , or benefits payable by for CON-
TRACTO or any such Subcontractor, Su lier, or
other i ividual or entity under workers' compen ion
ac , disability benefit acts, or other employee bene
C. The indemnification obligations of CONTRAC-
TOR under paragraph 6.20.A shall not extend to the
liability of ENGINEER and ENGINEER's Consultants
or to the officers, directors, partners, employees,
General Conditions - 00700 - 20
agents, and other consultants and subcontractors of
each and any of them arising out of:
1. the preparation or approval of, or the
failure to prepare or approve, maps, Drawings,
opinions, reports, surveys, Change Orders,
designs, or Specifications; or
2. giving directions or instructions, or
failing to give them, if that is the primary cause
of the injury or damage.
ARTICLE 7 - OTHER WORK
7.01 Related Work at Site
A. OWNER may perform other work related to
the Project at the Site by OWNER's employees, or let
other direct contracts therefor, or have other work
performed by utility owners. If such other work is not
noted in the Contract Documents, then:
1. written notice thereof will be given to
CONTRACTOR prior to starting any such other
work; and
2. if OWNER and CONTRACTOR are
unable to agree on entitlement to or on the
amount or extent, if any, of any adjustment in
the Contract Price or Contract Times that should
be allowed as a result of such other work, a
Claim may be made therefor as provided in
paragraph 10.05.
B. CONTRACTOR shall afford each other
contractor who is a party to such a direct contract and
each utility owner (and OWNER, if OWNER is per-
forming the other 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
other work and shall properly coordinate the Work with
theirs. Unless otherwise provided in the Contract
Documents, CONTRACTOR shall do all cutting, fitting,
and patching of the Work that may be required to
properly connect or otherwise make its several parts
come together and properly integrate with such other
work. CONTRACTOR shall not endanger any work of
others by cutting, excavating, or otherwise altering
their work and will only cut or alter their work with the
written consent of ENGINEER and the others whose
work will be affected. The duties and responsibilities
of CONTRACTOR under this paragraph are for the
benefit of such utility owners and other contractors to
the extent that there are comparable provisions for the
benefit of CONTRACTOR in said direct contracts
between OWNER and such utility owners and other
contractors.
C. If the proper execution or results of any part of
CONTRACTOR's Work depends upon work per-
formed by others under this Article 7, CONTRACTOR
shall inspect such other work and promptly report to
ENGINEER in writing any delays, defects, or deficien-
cies in such other work that render it unavailable or
unsuitable for the proper execution and results of
CONTRACTOR's Work. CONTRACTOR's failure to
so report will constitute an acceptance of such other
work as fit and proper for integration with
CONTRACTOR's Work except for latent defects and
deficiencies in such other work.
7.02 Coordination
A. If OWNER intends to contract with others for
the performance of other work on the Project at the
Site, the following will be set forth in Supplementary
Conditions:
1. the individual or entity who will have
authority and responsibility for coordination of
the activities among the various contractors will
be identified;
2. the specific matters to be covered by
such authority and responsibility will be
itemized; and
3. the extent of such authority and
responsibilities will be provided.
B. Unless otherwise provided in the
Supplementary Conditions, OWNER shall have sole
authority and responsibility for such coordination.
ARTICLE 8 - OWNER'S RESPONSIBILITIES
8.01 Communications to Contractor
A. Except as otherwise provided in these
General Conditions, OWNER shall issue all communi-
cations to CONTRACTOR through ENGINEER.
8.02 Replacement of ENGINEER
A. In case of termination of the employment of
ENGINEER, OWNER shall appoint an engineer to
whom CONTRACTOR makes no reasonable
objection, whose status under the Contract Documents
shall be that of the former ENGINEER.
8.03 Furnish Data
A. OWNER shall promptly furnish the data
required of OWNER under the Contract Documents.
General Conditions - 00700 - 21
8.04 Pay Promptly When Due
A. OWNER shall make payments to CONTRAC-
TOR promptly when they are due as provided in
paragraphs 14.02.0 and 14.07.C.
8.05 Lands and Easements; Reports and Tests
A. OWNER's duties in respect of providing lands
and easements and providing engineering surveys to
establish reference points are set forth in paragraphs
4.01 and 4.05. Paragraph 4.02 refers to OWNER's
identifying and making available to CONTRACTOR
copies of reports of explorations and tests of
subsurface conditions and drawings of physical
conditions in or relating to existing surface or
subsurface structures at or contiguous to the Site that
have been utilized by ENGINEER in preparing the
Contract Documents.
8.06 Insurance
A. OWNER's responsibilities, if any, in respect to
purchasing and maintaining liability and property insur-
ance are set forth in Article 5.
8.07 Change Orders
A. OWNER is obligated to execute Change
Orders as indicated in paragraph 10.03.
8.08 Inspections, Tests, and Approvals
A. OWNER's responsibility in respect to certain
inspections, tests, and approvals is set forth in
paragraph 13.03.B.
8.09 Limitations on OWNER's Responsibilities
A. The OWNER shall not supervise, direct, or
have control or authority over, nor be responsible for,
CONTRACTOR's means, methods, techniques, se-
quences, or procedures of construction, or the safety
precautions and programs incident thereto, or for any
failure of CONTRACTOR to comply with Laws and
Regulations applicable to the performance of the Work.
OWNER will not be responsible for CONTRACTOR's
failure to perform the Work in accordance with the
Contract Documents.
8.10 Undisclosed Hazardous Environmental
Condition
A. OWNER's responsibility in respect to an
undisclosed Hazardous Environmental Condition is set
forth in paragraph 4.06.
8.11 Evidence of Financial Arrangements
A. If and to the extent OWNER has agreed to
furnish CONTRACTOR reasonable evidence that
financial arrangements have been made to satisfy
OWNER's obligations under the Contract Documents,
OWNER's responsibility in respect thereof will be as
set forth in the Supplementary Conditions.
ARTICLE 9 - ENGINEER'S STATUS DURING
CONSTRUCTION
9.01 OWNER'S Representative
A. ENGINEER will be OWNER's representative
during the construction period. The duties and
responsibilities and the limitations of authority of
ENGINEER as OWNER's representative during
construction are set forth in the Contract Documents
and will not be changed without written consent of
OWNER and ENGINEER.
9.02 Visits to Site
A. ENGINEER will make visits to the Site at inter-
vals appropriate to the various stages of construction
as ENGINEER deems necessary in order to observe
as an experienced and qualified design professional
the progress that has been made and the quality of the
various aspects of CONTRACTOR's executed Work.
Based on information obtained during such visits and
observations, ENGINEER, for the benefit of OWNER,
will determine, in general, if the Work is proceeding in
accordance with the Contract Documents.
ENGINEER will not be required to make exhaustive or
continuous inspections on the Site to check the quality
or quantity of the Work. ENGINEER's efforts will be
directed toward providing for OWNER a greater
degree of confidence that the completed Work will
conform generally to the Contract Documents. On the
basis of such visits and observations, ENGINEER will
keep OWNER informed of the progress of the Work
and will endeavor to guard OWNER against defective
Work.
B. ENGINEER's visits and observations are
subject to all the limitations on ENGINEER's authority
and responsibility set forth in paragraph 9.10, and
particularly, but without limitation, during or as a result
of ENGINEER's visits or observations of
CONTRACTOR's Work ENGINEER will not supervise,
direct, control, or have authority over or be responsible
for CONTRACTOR's means, methods, techniques,
sequences, or procedures of construction, orthe safety
precautions and programs incident thereto, or for any
failure of CONTRACTOR to comply with Laws and
Regulations applicable to the performance of the Work.
9.03 Project Representative
A. If OWNER and ENGINEER agree, ENGI-
NEER will furnish a Resident Project Representative to
assist ENGINEER in providing more extensive
observation of the Work. The responsibilities and
authority and limitations thereon of any such Resident
Project Representative and assistants will be as
General Conditions - 00700 - 22
provided in paragraph 9.10 and in the Supplementary
Conditions. If OWNER designates another represen-
tative or agent to represent OWNER at the Site who is
not ENGINEER's Consultant, agent or employee, the
responsibilities and authority and limitations thereon of
such other individual or entity will be as provided in the
Supplementary Conditions.
9.04 Clarifications and Interpretations
A. ENGINEER will issue with reasonable prompt-
ness such written clarifications or interpretations of the
requirements of the Contract Documents as ENGI-
NEER may determine necessary, which shall be
consistent with the intent of and reasonably inferable
from the Contract Documents. Such written
clarifications and interpretations will be binding on
OWNER and CONTRACTOR. If OWNER and CON-
TRACTOR are unable to agree on entitlement to or on
the amount or extent, if any, of any adjustment in the
Contract Price or Contract Times, or both, that should
be allowed as a result of a written clarification or
interpretation, a Claim may be made therefor as
provided in paragraph 10.05.
9.05 Authorized Variations in Work
A. ENGINEER may authorize minor variations in
the Work from the requirements of the Contract
Documents which do not involve an adjustment in the
Contract Price or the Contract Times and are compat-
ible with the design concept of the completed Project
as a functioning whole as indicated by the Contract
Documents. These Fnay he e PIdGhe.d by a Cieldd
pFemptly. If OWNER ;;Ad CONTRACTOR aFe URable
+e agFee OR entitlamer.+ +e or n. the -, .,+ a extent
(`ee+.ee+ Time- . 199th WI+ Of a Field QFder a
4&A5.
9.06 Rejecting Defective Work
A. ENGINEER will have authority to disapprove
or reject Work which ENGINEER believes to be
defective, or that ENGINEER believes will not produce
a completed Project that conforms to the Contract
Documents or that will prejudice the integrity of the
design concept of the completed Project as a
functioning whole as indicated by the Contract
Documents. ENGINEER will also have authority to
require special inspection or testing of the Work as
provided in paragraph 13.04, whether or not the Work
is fabricated, installed, or completed.
9.07 Shop Drawings, Change Orders and
Payments
A. In connection with ENGINEER's authority as
to Shop Drawings and Samples, see paragraph 6.17.
B. In connection with ENGINEER's authority as
to Change Orders, see Articles 10, 11, and 12.
C. In connection with ENGINEER's authority as
to Applications for Payment, see Article 14.
9.08 Determinations for Unit Price Work
A. ENGINEER will determine the actual quanti-
ties and classifications of Unit Price Work performed
by CONTRACTOR. ENGINEER will reviewwith CON-
TRACTOR the ENGINEER's preliminary determina-
tions on such matters before rendering a written deci-
sion thereon (by recommendation of an Application for
Payment or otherwise). ENGINEER's written decision
thereon will be final and binding (except as modified by
ENGINEER to reflect changed factual conditions or
more accurate data) upon OWNER and CONTRAC-
TOR, subject to the provisions of paragraph 10.05.
9.09 Decisions on Requirements of Contract
Documents and Acceptability of Work
A. ENGINEER will be the initial interpreter of the
requirements of the Contract Documents and judge of
the acceptability of the Work thereunder. Claims,
disputes and other matters relating to the acceptability
of the Work, the quantities and classifications of Unit
Price Work, the interpretation of the requirements of
the Contract Documents pertaining to the performance
of the Work, and Claims seeking changes in the
Contract Price or Contract Times will be referred
initially to ENGINEER in writing, in accordance with the
provisions of paragraph 10.05, with a request for a
formal decision.
B. When functioning as interpreter and judge
under this paragraph 9.09, ENGINEER will not show
partiality to OWNER or CONTRACTOR and will not be
liable in connection with any interpretation or decision
rendered in good faith in such capacity. The rendering
of a decision by ENGINEER pursuant to this paragraph
9.09 with respect to any such Claim, dispute, or other
matter (except any which have been waived by the
making or acceptance of final payment as provided in
paragraph 14.07) will be a condition precedent to any
exercise by OWNER or CONTRACTOR of such rights
or remedies as either may otherwise have under the
Contract Documents or by Laws or Regulations in
respect of any such Claim, dispute, or other matter.
9.10 Limitations on ENGINEER's Authority and
Responsibilities
A. Neither ENGINEER's authority or respon-
sibility under this Article 9 or under any other provision
of the Contract Documents nor any decision made by
ENGINEER in good faith either to exercise or not exer-
cise such authority or responsibility or the undertaking,
exercise, or performance of any authority or respon-
sibility by ENGINEER shall create, impose, or give rise
General Conditions - 00700 - 23
to any duty in contract, tort, or otherwise owed by
ENGINEER to CONTRACTOR, any Subcontractor,
any Supplier, any other individual or entity, or to any
surety for or employee or agent of any of them.
B. ENGINEER will not supervise, direct, control,
or have authority over or be responsible for
CONTRACTOR's means, methods, techniques, se-
quences, or procedures of construction, or the safety
precautions and programs incident thereto, or for any
failure of CONTRACTOR to comply with Laws and
Regulations applicable to the performance of the Work.
ENGINEER will not be responsible for
CONTRACTOR's failure to perform the Work in accor-
dance with the Contract Documents.
C. ENGINEER will not be responsible for the acts
or omissions of CONTRACTOR or of any Subcontrac-
tor, any Supplier, or of any other individual or entity
performing any of the Work.
D. ENGINEER's review of the final Application for
Payment and accompanying documentation and all
maintenance and operating instructions, schedules,
guarantees, Bonds, certificates of inspection, tests and
approvals, and other documentation required to be
delivered by paragraph 14.07.A will only be to
determine generally that their content complies with
the requirements of, and in the case of certificates of
inspections, tests, and approvals that the results
certified indicate compliance with, the Contract
Documents.
E. The limitations upon authority and responsibil-
ity set forth in this paragraph 9.10 shall also apply to
ENGINEER's Consultants, Resident Project Repre-
sentative, and assistants.
ARTICLE 10 - CHANGES IN THE WORK; CLAIMS
10.01 Authorized Changes in the Work
A. Without invalidating the Agreement and
without notice to any surety, OWNER may, at any time
or from time to time, order additions, deletions, or
revisions in the Work by a Written Amendment, a
Change Order, or a Work Change Directive. Upon
receipt of any such document, CONTRACTOR shall
promptly proceed with the Work involved which will be
performed under the applicable conditions of the
Contract Documents (except as otherwise specifically
provided).
B. If OWNER and CONTRACTOR are unable to
agree on entitlement to, or on the amount or extent, if
any, of an adjustment in the Contract Price or Contract
Times, or both, that should be allowed as a result of a
Work Change Directive, a Claim may be made therefor
as provided in paragraph 10.05.
10.02 Unauthorized Changes in the Work
A. CONTRACTOR shall not be entitled to an
increase in the Contract Price or an extension of the
Contract Times with respect to any work performed
that is not required by the Contract Documents as
amended, modified, or supplemented as provided in
paragraph 3.04, except in the case of an emergency
as provided in paragraph 6.16 or in the case of
uncovering Work as provided in paragraph 13.04.B.
10.03 Execution of Change Orders
A. OWNER and CONTRACTOR shall execute
appropriate Change Orders recommended by ENGI-
NEER (or Written Amendments) covering:
1. changes in the Work which are: (i)
ordered by OWNER pursuant to paragraph
10.01.A, (ii) required because of acceptance of
defective Work under paragraph 13.08.A or
OWNER's correction of defective Work under
paragraph 13.09, or (iii) agreed to by the parties;
2. changes in the Contract Price or
Contract Times which are agreed to by the
parties, including any undisputed sum or
amount of time for Work actually performed in
accordance with a Work Change Directive; and
3. changes in the Contract Price or
Contract Times which embody the substance of
any written decision rendered by ENGINEER
pursuant to paragraph 10.05; provided that, in
lieu of executing any such Change Order, an
appeal may be taken from any such decision in
accordance with the provisions of the Contract
Documents and applicable Laws and Regula-
tions, but during any such appeal,
CONTRACTOR shall cant' on the Work and
adhere to the progress schedule as provided in
paragraph 6.18.A.
10.04 Notification to Surety
A. If notice of any change affecting the general
scope of the Work or the provisions of the Contract
Documents (including, but not limited to, Contract Price
or Contract Times) is required by the provisions of any
Bond to be given to a surety, the giving of any such
notice will be CONTRACTOR's responsibility. The
amount of each applicable Bond will be adjusted to
reflect the effect of any such change.
10.05 Claims and Disputes
A. Notice: Written notice stating the general
nature of each Claim, dispute, or other matter shall be
delivered by the claimant to ENGINEER and the other
party to the Contract promptly (but in no event later
than 30 days) after the start of the event giving rise
thereto. Notice of the amount or extent of the Claim,
dispute, or other matter with supporting data shall be
General Conditions - 00700 - 24
delivered to the ENGINEER and the other party to the
Contract within 60 days after the start of such event
(unless ENGINEER allows additional time for claimant
to submit additional or more accurate data in support
of such Claim, dispute, or other matter). A Claim for
an adjustment in Contract Price shall be prepared in
accordance with the provisions of paragraph 12.01.13.
A Claim for an adjustment in Contract Time shall be
prepared in accordance with the provisions of
paragraph 12.02.B. Each Claim shall be accompanied
by claimant's written statement that the adjustment
claimed is the entire adjustment to which the claimant
believes it is entitled as a result of said event. The
opposing party shall submit any response to
ENGINEER and the claimant within 30 days after
receipt of the claimant's last submittal (unless
ENGINEER allows additional time) CONTRACTORS
submission of a Potential Change Order (PCO) shall satisfy the
requirement for a notification of claim.
B. ENGINEER's Decision: ENGINEER will
render a formal decision in writing within 30 days after
receipt of the last submittal of the claimant or the last
submittal of the opposing party, if any. ENGINEER's
written decision on such Claim, dispute, or other matter
will be final and binding upon OWNER and
CONTRACTOR unless:
1. an appeal from ENGINEER's
decision is taken within the time limits and in
accordance with the dispute resolution
procedures set forth in Article 16; or
2. if no such dispute resolution
procedures have been set forth in Article 16, a
written notice of intention to appeal from
ENGINEER's written decision is delivered by
OWNER or CONTRACTOR to the other and to
ENGINEER within 30 days afterthe date of such
decision, and a formal proceeding is instituted
by the appealing party in a forum of competent
jurisdiction within 60 days after the date of such
decision or within 60 days after Substantial
Completion, whichever is later (unless
otherwise agreed in writing by OWNER and
CONTRACTOR), to exercise such rights or
remedies as the appealing party may have with
respect to such Claim, dispute, or other matter
in accordance with applicable Laws and
Regulations.
C. If ENGINEER does not render a formal
decision in writing within the time stated in paragraph
10.05.13, a decision denying the Claim in its entirety
shall be deemed to have been issued 31 days after
receipt of the last submittal of the claimant or the last
submittal of the opposing party, if any.
D. No Claim for an adjustment in Contract Price
or Contract Times (or Milestones) will be valid if not
submitted in accordance with this paragraph 10.05.
ARTICLE 11 - COST OF THE WORK; CASH
ALLOWANCES; UNIT PRICE WORK
11.01 Cost of the Work
A. Costs Included: The term Cost of the Work
means the sum of all costs necessarily incurred and
paid by CONTRACTOR in the proper performance of
the Work. When the value of any Work covered by a
Change Order or when a Claim for an adjustment in
Contract Price is determined on the basis of Cost of the
Work, the costs to be reimbursed to CONTRACTOR
will be only those additional or incremental costs
required because of the change in the Work or
because of the event giving rise to the Claim. Except
as otherwise may be agreed to in writing by OWNER,
such costs shall be in amounts no higher than those
prevailing in the locality of the Project, shall include
only the following items, and shall not include any of
the costs itemized in paragraph 11.01.13.
2. Cost of all materials and equipment
furnished and incorporated in the Work, includ-
ing costs of transportation and storage thereof,
and Suppliers' field services required in connec-
tion therewith. All cash discounts shall accrue
to CONTRACTOR unless OWNER deposits
funds with CONTRACTOR with which to make
payments, in which case the cash discounts
shall accrue to OWNER. All trade discounts,
rebates and refunds and returns from sale of
surplus materials and equipment shall accrue to
OWNER, and CONTRACTOR shall make
provisions so that they may be obtained.
3. Payments made by CONTRACTOR
to Subcontractors for Work performed by
Subcontractors. If required by OWNER, CON-
TRACTOR shall obtain competitive bids from
General Conditions - 00700 - 25
subcontractors acceptable to OWNER and
CONTRACTOR and shall deliver such bids to
OWNER, who will then determine, with the
advice of ENGINEER, which bids, if any, will be
acceptable. If any subcontract provides that the
Subcontractor is to be paid on the basis of Cost
of the Work plus a fee, the Subcontractor's Cost
of the Work and fee shall be determined in the
same manner as CONTRACTOR's Cost of the
Work and fee as provided in this paragraph
11.01.
4. Costs of special consultants
(including but not limited to engineers,
architects, testing laboratories, surveyors,
attorneys, and accountants) employed for
services specifically related to the Work.
5. Supplemental costs including the
following:
a. The proportion of necessary trans-
portation, travel, and subsistence expenses of
CONTRACTOR's employees incurred in dis-
charge of duties connected with the Work.
b. Cost, including transportation and
maintenance, of all materials, supplies, equip-
ment, machinery, appliances, office, and tempo-
rary facilities at the Site, and hand tools not
owned by the workers, which are consumed in
the performance of the Work, and cost, less
market value, of such items used but not con-
sumed which remain the property of CON-
TRACTOR.
C. Rentals of all construction equip-
ment and machinery, and the parts thereof
whether rented from CONTRACTOR or others
in accordance with rental agreements approved
by OWNER with the advice of ENGINEER, and
the costs of transportation, loading, unloading,
assembly, dismantling, and removal thereof. All
such costs shall be in accordance with the terms
of said rental agreements. The rental of any
such equipment, machinery, or parts shall
cease when the use thereof is no longer
necessary for the Work.
d. Sales, consumer, use, and other
similar taxes related to the Work, and for which
CONTRACTOR is liable, imposed by Laws and
Regulations.
e . Deposits lost for causes other than
negligence of CONTRACTOR, any Sub-
contractor, or anyone directly or indirectly
employed by any of them or for whose acts any
of them may be liable, and royalty payments and
fees for permits and licenses.
f. Losses and damages (and related
expenses) caused by damage to the Work, not
compensated by insurance or otherwise, sus-
tained by CONTRACTOR in connection with the
performance of the Work (except losses and
damages within the deductible amounts of
property insurance established in accordance
with paragraph 5.06.D), provided such losses
and damages have resulted from causes other
than the negligence of CONTRACTOR, any
Subcontractor, or anyone directly or indirectly
employed by any of them or for whose acts any
of them may be liable. Such losses shall include
settlements made with the written consent and
approval of OWNER. No such losses,
damages, and expenses shall be included in the
Cost of the Work for the purpose of determining
CONTRACTOR's fee.
g. The cost of utilities, fuel, and sanitary
facilities at the Site.
h. Minor expenses such as telegrams,
long distance telephone calls, telephone service
at the Site, expressage, and similar petty cash
items in connection with the Work.
i. When the Cost of the Work is used to
determine the value of a Change Order or of a
Claim, the cost of premiums for additional
Bonds and insurance required because of the
changes in the Work or caused by the event
giving rise to the Claim.
j. When all the Work is performed on the
basis of cost-plus, the costs of premiums for all
Bonds and insurance CONTRACTOR is
required by the Contract Documents to
purchase and maintain.
B. Costs Excluded: The term Cost of the Work
shall not include any of the following items:
1. Payroll costs and other compensation
of CONTRACTOR's officers, executives, princi-
pals (of partnerships and sole proprietorships),
general managers, engineers, architects,
estimators, attorneys, auditors, accountants,
purchasing and contracting agents, expediters,
timekeepers, clerks, and other personnel
employed by CONTRACTOR, whether at the
Site or in CONTRACTOR's principal or branch
office for general administration of the Work and
not specifically included in the agreed upon
schedule of job classifications referred to in
paragraph 11.01.A.1 or specifically covered by
paragraph 11.01.A.4, all of which are to be
considered administrative costs covered by the
CONTRACTOR's fee.
General Conditions - 00700 - 26
2. Expenses of CONTRACTOR's princi-
pal and branch offices other than
CONTRACTOR's office at the Site.
3. Any part of CONTRACTOR's capital
expenses, including interest on
CONTRACTOR's capital employed for the
Work and charges against CONTRACTOR for
delinquent payments.
4. Costs due to the negligence of CON-
TRACTOR, any Subcontractor, or anyone
directly or indirectly employed by any of them or
for whose acts any of them may be liable,
including but not limited to, the correction of
defective Work, disposal of materials or
equipment wrongly supplied, and making good
any damage to property.
5. Other overhead or general expense
costs of any kind and the costs of any item not
specifically and expressly included in
paragraphs 11.01.A and 11.01.13.
C. CONTRACTOR's Fee: When all the Work is
performed on the basis of cost-plus, CONTRACTOR's
fee shall be determined as set forth in the Agreement.
When the value of any Work covered by a Change
Order or when a Claim for an adjustment in Contract
Price is determined on the basis of Cost of the Work,
CONTRACTOR's fee shall be determined as set forth
in paragraph 12.01.C.
D. Documentation: Whenever the Cost of the
Work for any purpose is to be determined pursuant to
paragraphs 11.01.A and 11.01.13, CONTRACTOR will
establish and maintain records thereof in accordance
with generally accepted accounting practices and
submit in a form acceptable to ENGINEER an itemized
cost breakdown together with supporting data.
11.02 Cash Allowances
A. It is understood that CONTRACTOR has in-
cluded in the Contract Price all allowances so named
in the Contract Documents and shall cause the Work
so covered to be performed for such sums as may be
acceptable to OWNER and ENGINEER.
CONTRACTOR agrees that:
1. the allowances include the cost to
CONTRACTOR (less any applicable trade
discounts) of materials and equipment required
by the allowances to be delivered at the Site,
and all applicable taxes; and
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, and no demand for additional
payment on account of any of the foregoing will
be valid.
B. Prior to final payment, an appropriate Change
Order will be issued as recommended by ENGINEER
to reflect actual amounts due CONTRACTOR on
account of Work covered by allowances, and the Con-
tract Price shall be correspondingly adjusted.
11.03 Unit Price Work
A. Where the Contract Documents provide that
all or part of the Work is to be Unit Price Work, initially
the Contract Price will be deemed to include for all Unit
Price Work an amount equal to the sum of the unit price
for each separately identified item of Unit Price Work
times the estimated quantity of each item as indicated
in the Agreement. The estimated quantities of items of
Unit Price Work are not guaranteed and are solely for
the purpose of comparison of Bids and determining an
initial Contract Price. Determinations of the actual
quantities and classifications of Unit Price Work
performed by CONTRACTOR will be made by
ENGINEER subject to the provisions of paragraph
9.08.
B. Each unit price will be deemed to include an
amount considered by CONTRACTOR to be adequate
to cover CONTRACTOR's overhead and profit for
each separately identified item.
C. OWNER or CONTRACTOR may make a
Claim for an adjustment in the Contract Price in accor-
dance with paragraph 10.05 if:
1. the quantity of any item of Unit Price
Work performed by CONTRACTOR differs
materially and significantly from the estimated
quantity of such item indicated in the
Agreement; and
2. there is no corresponding adjustment
with respect any other item of Work; and
3. if CONTRACTOR believes that
CONTRACTOR is entitled to an increase in
Contract Price as a result of having incurred
additional expense or OWNER believes that
OWNER is entitled to a decrease in Contract
Price and the parties are unable to agree as to
the amount of any such increase or decrease.
ARTICLE 12 - CHANGE OF CONTRACT PRICE;
CHANGE OF CONTRACT TIMES
12.01 Change of Contract Price
A. The Contract Price may only be changed by a
Change Order or by a Written Amendment. Any Claim
for an adjustment in the Contract Price shall be based
General Conditions - 00700 - 27
on written notice submitted by the party making the
Claim to the ENGINEER and the other party to the
Contract in accordance with the provisions of para-
graph 10.05.
B. The value of any Work covered by a Change
Order or of any Claim for an adjustment in the Contract
Price will be determined as follows:
1. where the Work involved is covered
by unit prices contained in the Contract
Documents, by application of such unit prices to
the quantities of the items involved (subject to
the provisions of paragraph 11.03 ); or
2. where the Work involved is not cov-
ered by unit prices contained in the Contract
Documents, by a mutually agreed lump sum
(which may include an allowance for overhead
and profit not necessarily in accordance with
paragraph 12.01.C.2); or
3. where the Work involved is not cov-
ered by unit prices contained in the Contract
Documents and agreement to a lump sum is not
reached under paragraph 12.01.8.2, on the
basis of the Cost of the Work (determined as
provided in paragraph 11.01) plus a
CONTRACTOR's fee for overhead and profit
(determined as provided in paragraph 12.01.C).
C. CONTRACTOR's Fee: The CONTRACTOR's
fee for overhead and profit shall be determined as
follows:
1. a mutually acceptable fixed fee; or
2. if a fixed fee is not agreed upon, then
a fee based on the following percentages of the
various portions of the Cost of the Work:
a. for costs incurred under paragraphs
11.01.A.1 and 11.01.A.2, the
CONTRACTOR's fee shall be 15 percent;
b. for costs incurred under paragraph
11.01.A.3, the CONTRACTOR's fee shall be
five percent;
c. where one or more tiers of subcon-
tracts are on the basis of Cost of the Work
plus a fee and no fixed fee is agreed upon,
the intent of paragraph 12.01.C.2.a is that
the Subcontractor who actually performs the
Work, at whatever tier, will be paid a fee of
15 percent of the costs incurred by such
Subcontractor under paragraphs 11.01.A.1
and 11.01.A.2 and that any higher tier
Subcontractor and CONTRACTOR will each
be paid a fee of five percent of the amount
paid to the next lower tier Subcontractor;
d. no fee shall be payable on the basis
of costs itemized under paragraphs
11.01.A.4, 11.01.A.5, and 11.01.6;
e. the amount of credit to be allowed
by CONTRACTOR to OWNER for any
change which results in a net decrease in
cost will be the amount of the actual net
decrease in cost plus a deduction in
CONTRACTOR's fee by an amount equal to
five percent of such net decrease; and
f. when both additions and credits are
involved in any one change, the adjustment
in CONTRACTOR's fee shall be computed
on the basis of the net change in accordance
with paragraphs 12.01.C.2.a through
12.01.C.2.e, inclusive.
12.02 Change of Contract Times
A. The Contract Times (or Milestones) may only
be changed by a Change Order or by a Written Amend-
ment. Any Claim for an adjustment in the Contract
Times (or Milestones) shall be based on written notice
submitted by the party making the claim to the ENGI-
NEER and the other party to the Contract in
accordance with the provisions of paragraph 10.05.
B. Any adjustment of the Contract Times (or
Milestones) covered by a Change Order or of any
Claim for an adjustment in the Contract Times (or
Milestones) will be determined in accordance with the
provisions of this Article 12.
12.03 Delays Beyond CONTRACTOR's Control
A. Where CONTRACTOR is prevented from
completing any part of the Work within the Contract
Times (or Milestones) due to delay beyond the control
of CONTRACTOR, the Contract Times (or Milestones)
will be extended in an amount equal to the time lost
due to such delay if a Claim is made therefor as
provided in paragraph 12.02.A. Delays beyond the
control of CONTRACTOR shall include, but not be
limited to, acts or neglect by OWNER, acts or neglect
of utility owners or other contractors performing other
work as contemplated by Article 7, fires, floods,
epidemics, abnormal weather conditions, or acts of
God.
12.04 Delays Within CONTRACTOR's Control
A. The Contract Times (or Milestones) will not be
extended due to delays within the control of
CONTRACTOR. Delays attributable to and within the
control of a Subcontractor or Supplier shall be deemed
to be delays within the control of CONTRACTOR.
12.05 Delays Beyond OWNER's and
CONTRACTOR's Control
General Conditions - 00700 - 28
A. Where CONTRACTOR is prevented from
completing any part of the Work within the Contract
Times (or Milestones) due to delay beyond the control
of both OWNER and CONTRACTOR, an extension of
the Contract Times (or Milestones) in an amount equal
to the time lost due to such delay shall be
CONTRACTOR's sole and exclusive remedy for such
delay.
12.06 Delay Damages
A. In no event shall OWNER or ENGINEER be
liable to CONTRACTOR, any Subcontractor, any
Supplier, or any other person or organization, or to any
surety for or employee or agent of any of them, for
damages arising out of or resulting from:
1. delays caused by or within the control
of CONTRACTOR; or
2. delays beyond the control of both
OWNER and CONTRACTOR including but not
limited to fires, floods, epidemics, abnormal
weather conditions, acts of God, or acts or
neglect by utility owners or other contractors
performing other work as contemplated by
Article 7. Except as covered by insurance
B. Nothing in this paragraph 12.06 bars a change
in Contract Price pursuant to this Article 12 to
compensate CONTRACTOR due to delay,
interference, or disruption directly attributable to
actions or inactions of OWNER or anyone for whom
OWNER is responsible.
ARTICLE 13 -TESTS AND INSPECTIONS;
CORRECTION, REMOVAL OR ACCEPTANCE OF
DEFECTIVE WORK
13.01 Notice of Defects
A. Prompt notice of all defective Work of which
OWNER or ENGINEER has actual knowledge will be
given to CONTRACTOR. All defective Work may be
rejected, corrected, or accepted as provided in this
Article 13.
13.02 Access to Work
A. OWNER, ENGINEER, ENGINEER's Con-
sultants, other representatives and personnel of OWN-
ER, independent testing laboratories, and govern-
mental agencies with jurisdictional interests will have
access to the Site and the Work at reasonable times
for their observation, inspecting, and testing.
CONTRACTOR shall provide them proper and safe
conditions for such access and advise them of
CONTRACTOR's Site safety procedures and
programs so that they may comply therewith as
applicable.
13.03 Tests and Inspections
A. CONTRACTOR shall give ENGINEER timely
notice of readiness of the Work for all required
inspections, tests, or approvals and shall cooperate
with inspection and testing personnel to facilitate
required inspections or tests.
■- _
C. If Laws or Regulations of any public body
having jurisdiction require any Work (or part thereof)
specifically to be inspected, tested, or approved by an
employee or other representative of such public body,
CONTRACTOR shall assume full responsibility for
arranging and obtaining such inspections, tests, or
approvals, pay all costs in connection therewith, and
furnish ENGINEER the required certificates of inspec-
tion or approval.
D. CONTRACTOR shall be responsible for
arranging and obtaining and shall pay all costs in
connection with any inspections, tests, or approvals
required for OWNER's and ENGINEER's acceptance
of materials or equipment to be incorporated in the
Work; or acceptance of materials, mix designs, or
equipment submitted for approval prior to
CONTRACTOR's purchase thereof for incorporation in
the Work. Such inspections, tests, or approvals shall
be performed by organizations acceptable to OWNER
and ENGINEER.
E. If any Work (or the work of others) that is to be
inspected, tested, or approved is covered by CON-
TRACTOR without written concurrence of ENGINEER,
it must, if requested by ENGINEER, be uncovered for
observation.
F. Uncovering Work as provided in paragraph
13.03.E shall be at CONTRACTOR's expense unless
CONTRACTOR has given ENGINEER timely notice of
CONTRACTOR's intention to cover the same and
ENGINEER has not acted with reasonable promptness
in response to such notice.
General Conditions - 00700 - 29
13.04 Uncovering Work
A. If any Work is covered contrary to the written
request of ENGINEER, it must, if requested by ENGI-
NEER, be uncovered for ENGINEER's observation
and replaced at CONTRACTOR's expense.
B. If ENGINEER considers it necessary or
advisable that covered Work be observed by ENGI-
NEER or inspected or tested by others, CONTRAC-
TOR, at ENGINEER's request, shall uncover, expose,
or otherwise make available for observation, inspec-
tion, or testing as ENGINEER may require, that portion
of the Work in question, furnishing all necessary labor,
material, and equipment. If it is found that such Work
is defective, CONTRACTOR shall pay all Claims,
costs, losses, and damages (including but not limited
to all fees and charges of engineers, architects,
attorneys, and other professionals and all court or
arbitration or other dispute resolution costs) arising out
of or relating to such uncovering, exposure, observa-
tion, inspection, and testing, and of satisfactory
replacement or reconstruction (including but not limited
to all costs of repair or replacement of work of others);
and OWNER shall be entitled to an appropriate
decrease in the Contract Price. If the parties are
unable to agree as to the amount thereof, OWNER
may make a Claim therefor as provided in paragraph
10.05. If, however, such Work is not found to be
defective, CONTRACTOR shall be allowed an
increase in the Contract Price or an extension of the
Contract Times (or Milestones), or both, directly
attributable to such uncovering, exposure,
observation, inspection, testing, replacement, and
reconstruction. If the parties are unable to agree as to
the amount or extent thereof, CONTRACTOR may
make a Claim therefor as provided in paragraph 10.05.
13.05 OWNER May Stop the Work
13.06 Correction or Removal of Defective Work
A. CONTRACTOR shall correct all defective
Work, whether or not fabricated, installed, or
completed, or, if the Work has been rejected by ENGI-
NEER, remove it from the Project and replace it with
Work that is not defective. CONTRACTOR shall pay
all Claims, costs, losses, and damages (including but
not limited to all fees and charges of engineers,
architects, attorneys, and other professionals and all
court or arbitration or other dispute resolution costs)
arising out of or relating to such correction or removal
(including but not limited to all costs of repair or
replacement of work of others).
13.07 Correction Period
A
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 corrected or
repaired or may have the rejected Work removed and
replaced, and all Claims, costs, losses, and damages
(including but not limited to all fees and charges of
engineers, architects, attorneys, and other
professionals and all court or arbitration or other
dispute resolution costs) arising out of or relating to
such correction or repair or such removal and replace-
ment (including but not limited to all costs of repair or
replacement of work of others) will be paid by
CONTRACTOR.
B.
eadiel: date Of GG PF9Yided 'R the Spedfieati9RG OF b
C. Where defective Work (and damage to other
Work resulting therefrom) has been corrected or
General Conditions - 00700 - 30
removed and replaced under this paragraph 13.07, the
correction period hereunder with respect to such Work
will be extended for an additional period of one year
after such correction or removal and replacement has
been satisfactorily completed.
D. CONTRACTOR's obligations under this
paragraph 13.07 are in addition to any other obligation
or warranty. The provisions of this paragraph 13.07
shall not be construed as a substitute for or a waiver of
the provisions of any applicable statute of limitation or
repose.
13.08 Acceptance of Defective Work
A. If, instead of requiring correction or removal
and replacement of defective Work, OWNER (and,
prior to ENGINEER's recommendation of final pay-
ment, ENGINEER) prefers to accept it, OWNER may
do so. CONTRACTOR shall pay all Claims, costs,
losses, and damages (including but not limited to all
fees and charges of engineers, architects, attorneys,
and other professionals and all court or arbitration or
other dispute resolution costs) attributable to
OWNER's evaluation of and determination to accept
such defective Work (such costs to be approved by
ENGINEER as to reasonableness) and the diminished
value of the Work to the extent not otherwise paid by
CONTRACTOR pursuant to this sentence. If any such
acceptance occurs prior to ENGINEER's recommen-
dation of final payment, a Change Order will be issued
incorporating the necessary revisions in the Contract
Documents with respect to the Work, and OWNER
shall be entitled to an appropriate decrease in the
Contract Price, reflecting the diminished value of Work
so accepted. If the parties are unable to agree as to
the amount thereof, OWNER may make a Claim
therefor as provided in paragraph 10.05. If the
acceptance occurs after such recommendation, an
appropriate amount will be paid by CONTRACTOR to
OWNER.
13.09 OWNER May Correct Defective Work
A. If CONTRACTOR fails within a reasonable
time after written notice from ENGINEER to correct
defective Work or to remove and replace rejected Work
as required by ENGINEER in accordance with para-
graph 13.06.A, or if CONTRACTOR fails to perform the
Work in accordance with the Contract Documents, or if
CONTRACTOR fails to comply with any other provi-
sion of the Contract Documents, OWNER may, after
seven days written notice to CONTRACTOR, correct
and remedy any such deficiency.
B. In exercising the rights and remedies under
this paragraph, OWNER shall proceed expeditiously.
In connection with such corrective and remedial action,
OWNER may exclude CONTRACTOR from all or part
of the Site, take possession of all or part of the Work
and suspend CONTRACTOR's services related
thereto, take possession of CONTRACTOR's tools,
appliances, construction equipment and machinery at
the Site, and incorporate in the Work all materials and
equipment stored at the Site or for which OWNER has
paid CONTRACTOR but which are stored elsewhere.
CONTRACTOR shall allow OWNER, OWNER's
representatives, agents and employees, OWNER's
other contractors, and ENGINEER and ENGINEER's
Consultants access to the Site to enable OWNER to
exercise the rights and remedies under this paragraph.
C. All Claims, costs, losses, and damages
(including but not limited to all fees and charges of
engineers, architects, attorneys, and other
professionals and all court or arbitration or other
dispute resolution costs) incurred or sustained by
OWNER in exercising the rights and remedies under
this paragraph 13.09 will be charged against CON-
TRACTOR, and a Change Order will be issued
incorporating the necessary revisions in the Contract
Documents with respect to the Work; and OWNER
shall be entitled to an appropriate decrease in the
Contract Price. If the parties are unable to agree as to
the amount of the adjustment, OWNER may make a
Claim therefor as provided in paragraph 10.05. Such
claims, costs, losses and damages will include but not
be limited to all costs of repair, or replacement of work
of others destroyed or damaged by correction,
removal, or replacement of CONTRACTOR's
defective Work.
D. CONTRACTOR shall not be allowed an exten-
sion of the Contract Times (or Milestones) because of
any delay in the performance of the Work attributable
to the exercise by OWNER of OWNER's rights and
remedies under this paragraph 13.09.
ARTICLE 14 - PAYMENTS TO CONTRACTOR AND
COMPLETION
14.01 Schedule of Values
A. The schedule of values established as provid-
ed in paragraph 2.07.A will serve as the basis for
progress payments and will be incorporated into a form
of Application for Payment acceptable to ENGINEER.
Progress payments on account of Unit Price Work will
be based on the number of units completed.
14.02 Progress Payments
A. Applications for Payments
1. At least 20 days before the date
established for each progress payment (but not
more often than once a month), CONTRACTOR
shall submit to ENGINEER for review an
Application for Payment filled out and signed by
CONTRACTOR covering the Work completed
as of the date of the Application and
accompanied by such supporting
General Conditions - 00700 - 31
documentation as is required by the Contract
Documents. If payment is requested on the
basis of materials and equipment not
incorporated in the Work but delivered and
suitably stored at the Site or at another location
agreed to in writing, the Application for Payment
shall also be accompanied by a bill of sale,
invoice, or other documentation warranting that
OWNER has received the materials and equip-
ment free and clear of all Liens and evidence
that the materials and equipment are covered by
appropriate property insurance or other
arrangements to protect OWNER's interest
therein, all of which must be satisfactory to
OWNER.
2. Beginning with the second
Application for Payment, each Application shall
include an affidavit of CONTRACTOR stating
that all previous progress payments received on
account of the Work have been applied on
account to discharge CONTRACTOR's
legitimate obligations associated with prior
Applications for Payment.
3. The amount of retainage with respect
to progress payments will be as stipulated in the
Agreement.
B. Review of Applications
1. ENGINEER will, within 10 days after
receipt of each Application for Payment, either
indicate in writing a recommendation of
payment and present the Application to
OWNER or return the Application to
CONTRACTOR indicating in writing
ENGINEER's reasons for refusing to
recommend payment. In the latter case, CON-
TRACTOR may make the necessary
corrections and resubmit the Application.
2. ENGINEER's recommendation of any
payment requested in an Application for
Payment will constitute a representation by
ENGINEER to OWNER, based on
ENGINEER's observations on the Site of the
executed Work as an experienced and qualified
design professional and on ENGINEER's
review of the Application for Payment and the
accompanying data and schedules, that to the
best of ENGINEER's knowledge, information
and belief:
a. the Work has progressed to the point
indicated;
b. the quality of the Work is generally 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 9.08, and to any
other qualifications stated in the
recommendation); and
c. The conditions precedent to
CONTRACTOR's being entitled to such pay-
ment appear to have been fulfilled in so far
as it is ENGINEER's responsibility to
observe the Work.
3. By recommending any such payment
ENGINEER will not thereby be deemed to have
represented that: (i) inspections made to check
the quality or the quantity of the Work as it has
been performed have been exhaustive,
extended to every aspect of the Work in
progress, or involved detailed inspections of the
Work beyond the responsibilities specifically as-
signed to ENGINEER in the Contract Docu-
ments; or (ii) that there may not be other matters
or issues between the parties that might entitle
CONTRACTOR to be paid additionally by
OWNER or entitle OWNER to withhold payment
to CONTRACTOR.
4. Neither ENGINEER's review of
CONTRACTOR's Work for the purposes of
recommending payments nor ENGINEER's
recommendation of any payment, including final
payment, will impose responsibility on
ENGINEER to supervise, direct, or control the
Work or for the means, methods, techniques,
sequences, or procedures of construction, or
the safety precautions and programs incident
thereto, or for CONTRACTOR's failure to
comply with Laws and Regulations applicable to
CONTRACTOR's performance of the Work.
Additionally, said review or recommendation will
not impose responsibility on ENGINEER to
make any examination to ascertain how or for
what purposes CONTRACTOR has used the
moneys paid on account of the Contract Price,
or to determine that title to any of the Work,
materials, or equipment has passed to OWNER
free and clear of any Liens.
5. ENGINEER may refuse to recom-
mend the whole or any part of any payment if, in
ENGINEER's opinion, it would be incorrect to
make the representations to OWNER referred
to in paragraph 14.02.B.2. ENGINEER may
also refuse to recommend any such payment or,
because of subsequently discovered evidence
or the results of subsequent inspections or tests,
revise or revoke any such payment
recommendation previously made, to such
extent as may be necessary in ENGINEER's
opinion to protect OWNER from loss because:
General Conditions - 00700 - 32
a. the Work is defective, or completed
Work has been damaged, requiring
correction or replacement;
b. the Contract Price has been reduced
by Written Amendment or Change Orders;
c. OWNER has been required to correct
defective Work or complete Work in accor-
dance with paragraph 13.09; or
ed ENGINEER has aGtual Lnewleedne of
C. Payment Becomes Due
D. Reduction in Payment
1. OWNER may refuse to make
payment of the full amount recommended by
ENGINEER because:
a. claims have been made against
OWNER on account of CONTRACTOR's
performance or furnishing of the Work;
b. Liens have been filed in connection
with the Work, except where
CONTRACTOR has delivered a specific
Bond satisfactory to OWNER to secure the
satisfaction and discharge of such Liens;
c. there are other items entitling OWN-
ER to a set-off against the amount
recommended; or
d. OWNER has actual knowledge of the
occurrence of any of the events enumerated
in paragraphs 14.02.B.5.a through
14.02.B.5.c or paragraph 15.02.A.
2. If OWNER refuses to make payment
of the full amount recommended by
ENGINEER, OWNER must give
CONTRACTOR immediate written notice (with
a copy to ENGINEER) stating the reasons for
such action and promptly pay CONTRACTOR
any amount remaining after deduction of the
amount so withheld. OWNER shall promptly
pay CONTRACTOR the amount so withheld, or
any adjustment thereto agreed to by OWNER
and CONTRACTOR, when CONTRACTOR
corrects to OWNER's satisfaction the reasons
for such action.
3. If it is subsequently determined that
OWNER's refusal of payment was not justified,
the amount wrongfully withheld shall be treated
as an amount due as determined by paragraph
14.02.C.1.
14.03 CONTRACTOR's Warranty of Title
A. CONTRACTOR warrants and guarantees that
title to all Work, materials, and equipment covered by
any Application for Payment, whether incorporated in
the Project or not, will pass to OWNER no later than
the time of payment free and clear of all Liens.
14.04 Substantial Completion
A. When CONTRACTOR considers the entire
Work ready for its intended use CONTRACTOR shall
notify OWNER and ENGINEER in writing that the
entire Work is substantially complete (except for items
specifically listed by CONTRACTOR as incomplete)
and request that ENGINEER issue a certificate of
Substantial Completion. Promptly thereafter,
OWNER, CONTRACTOR, and ENGINEER shall
make an inspection of the Work to determine the status
of completion. If ENGINEER does not consider the
Work substantially complete, ENGINEER will notify
CONTRACTOR in writing giving the reasons therefore.
plata EISIGI EER YAII PF8paFe and edeldVer to OWNER
spall fix the date eefrhosta Rtirn�al G empieti9n.icic
items to be platealGF eateed hefare final
paymel;t. OWNER shall have 6eveR days a#8F F8G86P
of the tentative aertifiaate dul:ing ahiGh to make .written
ehieat'en to ENGINEER a6 to aRY the
GeFtifiaate a attaah� list. If, after a side.inevo 6h
ebjecAi0Rr,, ENGINEER Ge-pr-Audes that the We* 06 R9
substantially a plate ENGINEER YA" .within 14 days
there�Fif, a€tef 6eRSideFati )R of01A�.'s
hieatieno ENGINEER a oiedero the WWI( SlUbStan
tially a nleto ENGINEER will Wthin cord 14 edovc
FeYised teRtatiye cat of items to he Gempleted GF
GaFFe..teed\ eflestia ah ahanges fro the tentat0.e
GeitifiGato as ENGINEER believes �tifi eed after
time of delivery of the tentati. ertifiaate of C. hotanti of
f`mm�le+iaa ENGINEER YAII ede"Yer to OWNER and
ed'..i 919 of Sihili+ia.. ending final eat
seGulrite,,n ration safety, pnreteatien of the \Nero
maantenanae heat ed i itilko - - nod . mien
agFee nthepw#06e in Wllrit'n aped c inform CAIGINWER in
WFltiAg POOF to ENGINEER's isFi{ ing the definitive
aertAeate of Substantial GemnletiOR F=NGINEF=R'c
General Conditions - 00700 - 33
B. OWNER shall have the right to exclude
CONTRACTOR from the Site after the date of
Substantial Completion, but OWNER shall allow CON-
TRACTOR reasonable access to complete or correct
items on the tentative list.
14.05 Partial Utilization
A. Use by OWNER at OWNER's option of any
substantially completed part of the Work which has
specifically been identified in the Contract Documents,
or which OWNER, ENGINEER, and CONTRACTOR
agree constitutes a separately functioning and usable
part of the Work that can be used by OWNER for its
intended purpose without significant interference with
CONTRACTOR's performance of the remainder of the
Work, may be accomplished prior to Substantial Com-
pletion of all the Work subject to the following condi-
tions.
1. OWNER at any time may request
CONTRACTOR in writing 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 CONTRACTOR
agrees that such part of the Work is
substantially complete, CONTRACTOR will
certify to OWNER and ENGINEER that such
part of the Work is substantially complete and
request ENGINEER to issue a certificate of
Substantial Completion for that part of the Work.
CONTRACTOR at any time may notify OWNER
and ENGINEER in writing that CONTRACTOR
considers any such part of the Work ready for its
intended use and substantially complete and
request ENGINEER to issue a certificate of
Substantial Completion for that part of the Work.
Within a reasonable time after either such
request, OWNER, CONTRACTOR, and
ENGINEER shall make an inspection of that
part of the Work to determine its status of
completion. If ENGINEER does not consider
that part of the Work to be substantially com-
plete, ENGINEER will notify OWNER and
CONTRACTOR in writing giving the reasons
therefor. If ENGINEER considers that part of
the Work to be substantially complete, the
provisions of paragraph 14.04 will apply with
respect to certification of Substantial Com-
pletion of that part of the Work and the division
of responsibility in respect thereof and access
thereto.
2. No occupancy or separate operation
of part of the Work may occur prior to
compliance with the requirements of paragraph
5.10 regarding property insurance.
14.06 Final Inspection
A. Upon written notice from CONTRACTOR that
the entire Work or an agreed portion thereof is
complete, ENGINEER will promptly make a final
inspection with OWNER and CONTRACTOR and will
notify CONTRACTOR in writing of all particulars in
which this inspection reveals that the Work is
incomplete or defective. CONTRACTOR shall
immediately take such measures as are necessary to
complete such Work or remedy such deficiencies.
14.07 Final Payment
A. Application for Payment
1. After CONTRACTOR has, in the
opinion of ENGINEER, satisfactorily completed
all corrections identified during the final
inspection and has delivered, in accordance
with the Contract Documents, all maintenance
and operating instructions, schedules, guaran-
tees, Bonds, certificates or other evidence of
insurance certificates of inspection, marked -up
record documents (as provided in paragraph
6.12), and other documents, CONTRACTOR
may make application for final payment follow-
ing the procedure for progress payments.
2. The final Application for Payment
shall be accompanied (except as previously
delivered) by: (i) all documentation called for in
the Contract Documents, including but not
limited to the evidence of insurance required by
subparagraph 5.04.B.7; (ii) consent of the
surety, if any, to final payment; and (iii) complete
and legally effective releases or waivers
(satisfactory to OWNER) of all Lien rights arising
out of or Liens filed in connection with the Work.
3. In lieu of the releases or waivers of
Liens specified in paragraph 14.07.A.2 and as
approved by OWNER, CONTRACTOR may
furnish receipts or releases in full and an
affidavit of CONTRACTOR that: (i) the releases
and receipts include all labor, services, material,
and equipment for which a Lien could be filed;
and (ii) all payrolls, material and equipment bills,
and other indebtedness connected with the
Work for which OWNER or OWNER's property
might in any way be responsible have been paid
or otherwise satisfied. If any Subcontractor or
Supplier fails to furnish such a release or receipt
in full, CONTRACTOR may furnish a Bond or
other collateral satisfactory to OWNER to
indemnify OWNER against any Lien.
B. Review of Application and Acceptance
1. If, on the basis of ENGINEER's obser-
vation of the Work during construction and final
inspection, and ENGINEER's review of the final
General Conditions - 00700 - 34
Application for Payment and accompanying
documentation as required by the Contract
Documents, ENGINEER is satisfied that the
Work has been completed and
CONTRACTOR's other obligations under the
Contract Documents have been fulfilled,
ENGINEER will, within ten days after receipt of
the final Application for Payment, indicate in
writing ENGINEER's recommendation of
payment and present the Application for
Payment to OWNER for payment. At the same
time ENGINEER will also give written notice to
OWNER and CONTRACTOR that the Work is
acceptable subject to the provisions of
paragraph 14.09. Otherwise, ENGINEER will
return the Application for Payment to
CONTRACTOR, indicating in writing the
reasons for refusing to recommend final
payment, in which case CONTRACTOR shall
make the necessary corrections and resubmit
the Application for Payment.
C. Payment Becomes Due
14.08 Final Completion Delayed
A. If, through no fault of CONTRACTOR, final
completion of the Work is significantly delayed, and if
ENGINEER so confirms, OWNER shall, upon receipt
of CONTRACTOR's final Application for Payment and
recommendation of ENGINEER, and without terminat-
ing the Agreement, make payment of the balance due
for that portion of the Work fully completed and
accepted. If the remaining balance to be held by
OWNER for Work not fully completed or corrected is
less than the retainage stipulated in the Agreement,
and if Bonds have been furnished as required in
paragraph 5.01, the written consent of the surety to the
payment of the balance due for that portion of the Work
fully completed and accepted shall be submitted by
CONTRACTOR to ENGINEER with the Application for
such payment. Such payment shall be made underthe
terms and conditions governing final payment, except
that it shall not constitute a waiver of Claims.
14.09 Waiver of Claims
A. The making and acceptance of final payment
will constitute. -
1 .
onstitute:
1. a waiver of all Claims by OWNER
against CONTRACTOR, except Claims arising
from unsettled Liens, from defective Work
appearing after final inspection pursuant to
paragraph 14.06, from failure to comply with the
Contract Documents or the terms of any special
guarantees specified therein, or from
CONTRACTOR's continuing obligations under
the Contract Documents; and
2. a waiver of all Claims by CONTRAC-
TOR against OWNER other than those
previously made in writing which are still
unsettled.
ARTICLE 15 - SUSPENSION OF WORK AND
TERMINATION
15.01 OWNER May Suspend Work
A. At any time and without cause, OWNER may
suspend the Work or any portion thereof for a period of
not more than 90 consecutive days by notice in writing
to CONTRACTOR and ENGINEER which will fix the
date on which Work will be resumed. CONTRACTOR
shall resume the Work on the date so fixed.
CONTRACTOR shall he allowed aR aoustment in the
GeRtrap-A PAee a an exteRsieR of the GE)RtFaGt Timed
paFagFaph 40.05.
15.02 OWNER May Terminate for Cause
A. The occurrence of any one or more of the
following events will justify termination for cause:
1. CONTRACTOR's persistent failure
to perform the Work in accordance with the Con-
tract Documents (including, but not limited to,
failure to supply sufficient skilled workers or
suitable materials or equipment or failure to
adhere to the progress schedule established
under paragraph 2.07 as adjusted from time to
time pursuant to paragraph 6.04);
2. CONTRACTOR's disregard of Laws
or Regulations of any public body having
jurisdiction;
3. CONTRACTOR's disregard of the
authority of ENGINEER; or
4. CONTRACTOR's violation in any
substantial way of any provisions of the Contract
Documents.
B. If one or more of the events identified in
paragraph 15.02.A occur, OWNER may, after giving
CONTRACTOR (and the surety, if any) seven days
written notice, terminate the services of
CONTRACTOR, exclude CONTRACTOR from the
Site, and take possession of the Work and of all
CONTRACTOR's tools, appliances, construction
equipment, and machinery at the Site, and use the
General Conditions - 00700 - 35
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 all claims, costs, losses, and damages
(including but not limited to all fees and charges of
engineers, architects, attorneys, and other
professionals and all court or arbitration or other
dispute resolution costs) sustained by OWNER arising
out of or relating to completing the Work, such excess
will be paid to CONTRACTOR. If such claims, costs,
losses, and damages exceed such unpaid balance,
CONTRACTOR shall pay the difference to OWNER.
Such claims, costs, losses, and damages incurred by
OWNER will be reviewed by ENGINEER as to their
reasonableness and, when so approved by
ENGINEER, incorporated in a Change Order. When
exercising any rights or remedies under this paragraph
OWNER shall not be required to obtain the lowest price
for the Work performed.
C. 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 CON-
TRACTOR from liability.
15.03 OWNER May Terminate For Convenience
A. Upon seven days written notice to CON-
TRACTOR and ENGINEER, OWNER may, without
cause and without prejudice to any other right or
remedy of OWNER, elect to terminate the Contract. In
such case, CONTRACTOR shall be paid (without
duplication of any items):
1. for completed and acceptable Work
executed in accordance with the Contract Docu-
ments prior to the effective date of termination,
including fair and reasonable sums for overhead
and profit on such Work;
2. for expenses sustained prior to the
effective date of termination in performing
services and furnishing labor, materials, or
equipment as required by the Contract
Documents in connection with uncompleted
Work, plus fair and reasonable sums for
overhead and profit on such expenses;
3. for all claims, costs, losses, and
damages (including but not limited to all fees
and charges of engineers, architects, attorneys,
and other professionals and all court or
arbitration or other dispute resolution costs) in-
curred in settlement of terminated contracts with
Subcontractors, Suppliers, and others; and
4. for reasonable expenses directly
attributable to termination.
B. CONTRACTOR shall not be paid on account
of loss of anticipated profits or revenue or other eco-
nomic loss arising out of or resulting from such termina-
tion.
15.04 CONTRACTOR May Stop Work or
Terminate
A. If, through no act or fault of CONTRACTOR,
the Work is suspended for more than 90 consecutive
days by OWNER or under an order of court or other
public authority, or ENGINEER fails to act on any
Application for Payment within 30 days after it is
submitted,
TRAGTOR any sum finally detemAined to be du , then
CONTRACTOR may, upon seven days written notice
to OWNER and ENGINEER, and provided OWNER or
ENGINEER do not remedy such suspension or failure
within that time, terminate the Contract and recover
from OWNER payment on the same terms as provided
in paragraph 15.03. In lieu of terminating the Contract
and without prejudice to any other right or remedy, if
ENGINEER has failed to act on an Application for
Payment within 30 days after it is submitted, of
CONTRACTOR
may, seven days after written notice to OWNER and
ENGINEER, stop the Work until payment is made of all
such amounts due CONTRACTOR, including interest
thereon. The provisions of this paragraph 15.04 are
not intended to preclude CONTRACTOR from making
a Claim under paragraph 10.05 for an adjustment in
Contract Price or Contract Times or otherwise for
expenses or damage directly attributable to
CONTRACTOR's stopping the Work as permitted by
this paragraph.
ARTICLE 16 - DISPUTE RESOLUTION
16.01 Methods and Procedures
A. Dispute resolution methods and procedures, if
any, shall be as set forth in the Supplementary
Conditions. If no method and procedure has been set
forth, and subject to the provisions of paragraphs 9.09
and 10.05, OWNER and CONTRACTOR may
exercise such rights or remedies as either may
otherwise have under the Contract Documents or by
Laws or Regulations in respect of any dispute.
General Conditions - 00700 - 36
ARTICLE 17 - MISCELLANEOUS
17.01 Giving Notice
A. Whenever any provision of the Contract
Documents requires the giving of written notice, it will
be deemed to have been validly given if delivered in
person to the individual or to a member of the firm or to
an officer of the corporation for whom it is intended, or
if delivered at or sent by registered or certified mail,
postage prepaid, to the last business address known
to the giver Of the notice.or by electronic submission.
17.02 Computation of Times
A. When any period of time is referred to in the
Contract Documents by days, it will be computed to
exclude the first and include the last day of such period.
If the last day of any such period falls on a Saturday or
Sunday or on a day made a legal holiday by the law of
the applicable jurisdiction, such day will be omitted
from the computation.
17.03 Cumulative Remedies
A. The duties and obligations imposed by these
General Conditions and the rights and remedies avail-
able hereunder to the parties hereto are in addition to,
and are not to be construed in any way as a limitation
of, any rights and remedies available to any or all of
them which are otherwise imposed or available by
Laws or Regulations, by special warranty or guarantee,
or by other provisions of the Contract Documents, and
the provisions of this paragraph will be as effective as
if repeated specifically in the Contract Documents in
connection with each particular duty, obligation, right,
and remedy to which they apply.
17.04 Survival of Obligations
A. All representations, indemnifications, warran-
ties, and guarantees made in, required by, or given in
accordance with the Contract Documents, as well as
all continuing obligations indicated in the Contract
Documents, will survive final payment, completion, and
acceptance of the Work or termination or completion of
the Agreement.
17.05 Controlling Law
A. This Contract is to be governed by the law of the
state in which the Project is located.
General Conditions - 00700 - 37
a PROCTOR
C O N S T R U C T I O N
Indian River County Fire Department
Fire Station #11
Assumptions & Clarifications
10/17/2024 Revised 11/13/24
General
1 We include a payment or performance bond.
2 We do NOT include impact fees.
3 We do NOT include governmental fees of any kind.
4 We do NOT include building permit fees.
5 We do NOT include Builder's Risk Insurance. Proctor Construction will obtain Builder's Risk Insurance
proposals on the Owner's behalf, if requested by owner. The Owner shall be named the primary
insured party with Proctor Construction also listed as a named insured.
6 All Builder's Risk Insurance deductibles are payable by the Owner.
7 The Builder's Risk Insurance is to be in effect from the Date Of Commencement until final Certificate
of Occupancy.
8 We do NOT include hazardous materials inspection, testing, removals or abatement.
9 We do NOT include the services of a Threshold Inspector.
10 We do NOT include the services of a Private Provider for permit document review.
11 We do NOT include the services of an independent testing agency for testing concrete, soil
compaction, grouting, steel construction, etc.
12 At least on a quarterly basis during the project duration, the Owner shall provide updated and clouded
design drawings of full size incorporating all sketches and all design clarifications.
13 Projects that are participating in Owners Direct Purchasing procedures should note that profit has
been included and will be paid to PCC for owner paid material invoices.
14 Any costs resulting from unforeseen conditions, drawing errors and omissions, and for buyout of trade
subcontractors are not to be funded through the use of the construction contingency. Construction
Contingency is solely for the use of scope gaps and misses by the Contractor. Any unused
contingency will be returned to owner.
15 Buyout savings shall be utilized at the Contractors discretion for the procurement of subcontractors,
materials, and any other items required for the execution of this scope of work.
a PROCTOR
C O N S T R U C T I O N
Indian River County Fire Department
Fire Station #11
Assumptions & Clarifications
10/17/2024 Revised 11/13/24
16 Deposits may be required to procure select materials. Deposits will be allowed to be billed as part of
the monthly pay application process.
17 We do NOT include special wages of any kind.
18 Proposal is based on all work completed during normal business hours. We do NOT include after
hours or weekend working hours.
19 Proposal is valid for 30 days.
20 We do NOT include moisture mitigation in the slab. Any costs associated with mitigating moisture in
the slab will be a cost change to the owner.
Division 1, Procurement and Contracting Requirements
1 We include a contingency of $60,000 to cover the change orders provided with the invitation to bid.
We provide this contingency as the information provided is insufficient to provide an accurate price.
2 We do NOT include paper copies for shop drawings or submittals. We include all shop drawings and
submittals as digital files to be digitally transmitted. We do NOT include overnight costs.
3 We do NOT include BIM modeling.
4 We do NOT include custom colors. All color selections are included as manufacturer's standard colors
unless specifically noted on the drawings.
5 We include temporary electric for construction. We do NOT include temporary electric costs once
permanent power is in place.
6 We include material and installation in accordance with specifications and bid documents. If specified
material or any owner furnished material procurement effect schedule completion, then Contractor
shall be compensated for general condition time extensions that directly relate to delay of the
schedule.
7 We provide a preliminary schedule as provided in the contract exhibit to illustrate project milestones.
a PROCTOR
C O N S T R U C T I O N
Indian River County Fire Department
Fire Station #11
Assumptions & Clarifications
10/17/2024 Revised 11/13/24
We assume contract will be awarded as a Cost Plus a fee without a guaranteed maximum price. We
also assume that general conditions are not fixed. The attached estimate should be treated as a cost
control budget to complete the buildout of the fire station.
We assume that there will be no non -construction personnel in our work area during hours of
construction. In efforts to keep the costs down, we have not included any temporary barricades or
protection. Upon award, contractor will coordinate workspace with owner occupied space and if it is
determined that temporary barriers are required then an owner change order plus applicable fees will
be processed.
10 We assume project direction will take approximately 3 months. Please refer to staff reimbursement
page of this document.
Division 2, Existing Conditions
Our number is to take the current state of the building to completion. We assume that all work
completed up to this point is correct and acceptable.
We include an ALLOWANCE of $4,000 for cutting and patching.
3 We include removal of drywall and mechanical equipment that is contaminated with mold withing the
mechanical closet but do NOT include mold remediation.
Division 5, Metals
We include 15 LF Alum Ladder with grab rails. FB stringers, channel rungs, pipe grab rails with mill
finish.
We include 2 -Line Design, 1 1/4" SCH40 Alum Pipe, side mount with'/." plate welded to post.
Division 7, Thermal & Moisture Protection
We include R30 Open Cell Foam at under decking of roof line and attic kneewalls.
We include removal of existing ceiling fiberglass batts.
3 We do NOT include roofing, gutters or downspouts per owner direction at the walk through that these
scopes are complete.
Division 8, Doors & Windows
a PROCTOR
C O N S T R U C T I O N
Indian River County Fire Department
Fire Station #11
Assumptions & Clarifications
10/17/2024 Revised 11/13/24
1 We include the following for Hardware Set #1, we have priced the following hardware: IVE 5BB1 4.5 x
4.5 hinge, 630 finish; SCH ND96P6D RHO vandal -resistant storeroom lock, 626 finish; LCN 4040XP
TBSRT surface closer, 689 finish; IVE WS406/407 CVX wall stop, 630 finish.
2 We include the following for Hardware Set #2, we have priced the following hardware: IVE 5BB1 4.5 x
4.5 hinge, 630 finish; SCH ND10S RHO passage set, 626 finish; LCN 4040XP TBSRT surface closer,
689 finish; IVE 8400 10" x 34" kick plate, 630 finish; IVE WS406/407 CVX wall stop, 630 finish.
3 We include the following for Hardware Set #3, we have priced the following hardware: IVE 5BB1 4.5 x
4.5 hinge, 630 finish; SCH ND25X70P6D RHO XN12-004 exit classroom lock, 626 finish; Glynn
Johnson 454S overhead stop, 652 finish; IVE SR64 silencer, gray.
4 We include the following for Hardware Set #4, we have priced the following hardware that is not
specified on the plans or spec sheet: IVE 5BB1 4.5 x 4.5 hinge, 630 finish; Schlage Commercial
ND40RHO626 ND Series privacy Rhodes; IVE WS406/407 CVX wall stop, 630 finish; IVE SR64
silencer, gray.
5 Hardware sets 1 & 2 also includes stick -on weatherstripping/fire seal gasketing C -880B-17; Sweep (3'-
0" or 36"), mill aluminum; ADA flat threshold 1/4" (3-0" or 36"), mill aluminum as this is required for
the 1-1/2 hour rating on the door.
6 Allowance on Hardware was removed per Kieran's direction. Per Kieran, architect approved the
hardware sets that were quoted including the additional items on sets 1 & 2.
Division 9, Finishes
1 We do NOT include moisture mitigation in the slab. Any costs associated with mitigating moisture in
the slab will be a cost change to the owner.
2 We include 365 square feet of nominal 3/16" Dex-O-Tex "Decor-Flor" seamless decorative epoxy
quartz flooring system with 1335 lineal feet of 4" integral cove base at all vertical obstructions in
rooms: Men's and Women's Restrooms.
3 We include Mohawk Style FTS21 Founders Trace Color 999 Bridges size 7"x48" ridged
click flooring that was perviously approved by the architect and shared with Proctor by Kieran.
4 We include an ALLOWANCE of $14,929 for countertops and shower surround. Countertops priced as
3cm Group A Pompeii Quartz. Shower surrounds priced as 2cm Group A Pompeii Quartz.
a PROCTOR
C O N S T R U C T I O N
Indian River County Fire Department
Fire Station #11
Assumptions & Clarifications
10/17/2024 Revised 11/13/24
Division 11, Equipment
1 We do NOT include refrigerators, oven or dishwasher, these are to be provided by owner per the
project manual.
Division 21, Fire Protection
1 We assume that adequate water supply is in place.
2 We do NOT include Microbiological Influenced Corrosion (MIC) testing or treatment.
Division 22, Plumbing
1 We include installing the remaining uninstalled plumbing fixtures in the men's restroom as well as all
the women's restroom fixtures.
2 We include final trim out of the kitchen plumbing fixtures.
3 We assume all the existing plumbing in walls and floors is acceptable as it was signed off by the
building inspector.
Division 23, HVAC
1 We include removal of both existing AHU's and associated ductwork to replace drywall in closet and
disposal of the unit being replaced.
2 We include the missing exhaust fans 1 & 2.
3 We include final trim out of missing grills and vents.
Division 26, Electrical
1 We include finish install of fixtures, jam switches and trim covers.
2 We include power to new mechanical equipment and fans.
SECTION 00800 - SUPPLEMENTARY CONDITION TO THE
GENERAL CONDITIONS
Table Of Contents
Article Title Page Number
SC -1.00
Introduction.....................................................................................................................2
SC -1.01
Defined Terms..................................................................................................................2
SC -1.02
Terminology.....................................................................................................................2
SC -2.05
Before Starting Construction............................................................................................2
SC -2.06
Preconstruction Conference.............................................................................................
2
SC -3.06
Coordination of Plans, Specifications, and Special Provisions............................................3
SC -4.02
Subsurface and Physical Conditions..................................................................................4
SC -5.01
Performance, Payment and Other Bonds..........................................................................4
SC -5.03
Certificates of Insurance...................................................................................................4
SC -5.04
CONTRACTOR's Liability Insurance....................................................................................4
SC -5.05
OWNER's Liability Insurance.............................................................................................5
SC -5.06
Property Insurance...........................................................................................................6
SC -5.07
Waiver of Rights...............................................................................................................7
SC -5.08
Receipt and Application of Insurance Proceeds.................................................................7
SC -5.09
Acceptance of Bonds and Insurance; Option to Replace....................................................7
SC -6.02
Labor; Working Hours.......................................................................................................7
SC -6.06
Concerning Subcontractors, Suppliers, and Others...........................................................7
SC -6.08
Permits.............................................................................................................................7
SC -9.05
Authorized Variations in Work..........................................................................................8
SC -11.01
Cost of the Work...........................................................................................................
8
SC -13.03
Test and Inspections.....................................................................................................
8
SC -13.05
OWNER May Stop the Work.........................................................................................8
SC -13.07
Correction Period.........................................................................................................
9
SC -14.02
Progress Payments.......................................................................................................
9
SC -14.04
Substantial Completion...............................................................................................10
SC -14.07
Final Payment.............................................................................................................10
SC -15.01
OWNER May Suspend Work.......................................................................................
10
SC -15.02
OWNER May Terminate For Cause..............................................................................11
SC -15.04
CONTRACTOR May Stop Work or Terminate...............................................................11
SC -16
Dispute Resolution.........................................................................................................12
SC -16.02
Mediation...................................................................................................................12
SC -17
Miscellaneous................................................................................................................12
SC -17.06
Liens...........................................................................................................................12
+++ END OF THIS SUPPLEMENTARY CONDITIONS INDEX +++
Supplementary Conditions - 00800-1
IRC -9999
SECTION 00800 - SUPPLEMENTARY CONDITIONS TO THE
GENERAL CONDITIONS
SC -1.00 Introduction
These Supplementary Conditions amend or supplement the Standard General Conditions of the
Construction Contract (No. 1910-8, 1996 Edition) and other provisions of the Contract Documents as
indicated below. All provisions, which are not so amended or supplemented, remain in full force and
effect.
The terms used in these Supplementary Conditions will have the meanings indicated in the General
Conditions.
SC -1.01 Defined Terms
SC -1.01.A.20 Add the following language to the end of GC 1.01.A.20.
ENGINEERS's Consultant: Edlund, Ddritenbas, Binkely Architects & Associates, P.A.
65 Royal Palm Pointe, Suite D
Vero Beach, FL 32960
SC -1.01.A.21. Delete paragraph GC 1.01.A.21 in its entirety.
SC -1.02 Terminology
SC -1.02.D.1, 2, and 3 Delete paragraphs GC -1.02.D.1, 2, and 3 in their entirety and insert the following
paragraphs in their place:
D. Furnish, Install, Perform, Provide
1. The word "furnish" shall mean to supply and deliver services, materials, or equipment to
the Site (or some other specified location) ready for use or installation and in usable or
operable condition.
2. The word "install" shall mean to put into use or place in final position services, materials, or
equipment complete and ready for intended use.
3. The words "perform" or "provide" shall mean to furnish and install services, materials, or
equipment complete and ready for intended use.
SC -2.05 Before Starting Construction
SC -2.05.C. Delete paragraph GC2.05.Cin its entirety and insert the following paragraph in its place:
C. Evidence of Insurance: CONTRACTOR shall not commence work under this Contract
until he has obtained all insurance required under Article 5 and such insurance has
been delivered to the OWNER and approved by the OWNER, nor shall the
CONTRACTOR allow any Subcontractor to commence work on his subcontract until
all similar insurance required of the Subcontractor has been so obtained and
approved. All such insurance shall remain in effect until final payment and at all
times thereafter when CONTRACTOR may be correcting, removing or replacing
defective Work in accordance with Article 13.
SC -2.06 Preconstruction Conference
SC -2.06 Delete paragraph GC -2.06.A in its entirety and insert the following paragraph in its place:
A. Immediately after awarding the contract, but before the CONTRACTOR begins work,
Supplementary Conditions - 00800-2
IRC -9999
the Project Manager will call a preconstruction conference at a place the ENGINEER
designates to establish an understanding among the parties as to the work and to
discuss schedules referred to in paragraph 2.05.13, procedures for handling Shop
Drawings and other submittals, and maintaining required records. Utility companies
and others as appropriate will be requested to attend to discuss and coordinate work.
><
Per the FDOT Standard Specifications for Road and Bridge Construction, the
Contractor will certify to the Engineer the following:
1. A listing of on-site clerical staff, supervisory personnel and their pro -rated time
assigned to the contract,
2. Actual Rate for items listed in Table 4-3.2.1 (see below),
3. Existence of employee benefit plan for Holiday, Sick and Vacation benefits and a
Retirement Plan, and,
4. Payment of Per Diem is a company practice for instances when compensation for Per
Diem is requested.
SC -3.06
Such certification must be made by an officer or director of the Contractor with authority
to bind the Contractor. Timely certification is a condition precedent to any right of the
Contractor to recover compensations for such costs, and failure to timely submit the
certification will constitute a full, complete, absolute and irrevocable waiver by the
Contractor of any right to recover such costs. Any subsequent changes shall be certified
to the Engineer as part of the cost proposal or seven calendar days in advance of
performing such extra work.
FDOT Table
4-3.2.1
Item
Rate
FICA
Rate established by Law
FUTA/SUTA
Rate established by Law
Medical Insurance
Actual
Holidays, Sick & Vacation Benefits
Actual
Retirement Benefits
Actual
Workers Compensation
Rates based on the National Council on
Compensation Insurance basic rates tables
adjusted by Contractor's actual experience
modification factor in effect at the time of the
additional work or unforeseen work
Per Diem
Actual but not to exceed State of Florida's rate
*Compensation for Insurance is limited solely to General Liability Coverage and does not include any other
insurance coverage (such as, but not limited to, Umbrella Coverage, Automobile Insurance, etc.).
ans,
S
SC -3.06 Add the following new paragraphs immediately after paragraph GC -3.05:
A. In case q�f discre arc, th�e.overni a.der, of the documents shall be as follows:
ontractc�rs s um ti ns andari ications
1. ritten Interpretations
2. Addenda
3. Specifications
4. Supplementary Conditions to the General Conditions
5. General Conditions
6. Approved Shop Drawings
Supplementary Conditions - 00800-3
IRC -9999
7. Drawings
8. Referenced Standards.
B. Written/computed dimensions shall govern over scaled dimensions.
Contractor shall be entitled to rely on the scale of the documents. Vectored PDF's
SC -4.02 Subsurface and Physical Conditions
SC -4.02 Add the following new paragraphs immediately after paragraph GC -4.02.8:
C. In the preparation of Drawings and Specifications, ENGINEER or ENGINEER's Consultants
relied upon the following reports of explorations and tests of subsurface conditions at
the Site:
NA
D. Reports and drawings itemized in SC -4.02.0 are included with the Bidding Documents in
Appendix D.
SC -5.01 Performance, Payment and Other Bonds
SC -5.01.A. Delete paragraph GC -5.01.A in its entirety and insert the following paragraphs in its place:
Within fifteen (15) days of receipt of the Contract Documents for execution, the
CONTRACTOR shall furnish a Public Construction Bond in an amount equal to
100% of the Contract Price.
1. In lieu of the Public Construction Bond, the CONTRACTOR may furnish an
alternative form of security in the form of cash, money order, certified check,
cashier's check, irrevocable letter of credit or a security as listed in Part II of F.S.
Chapter 625. Any such alternative form of security shall be for the same purpose,
and be for the same amount and subject to the same conditions as those
applicable to the bond otherwise required. The determination of the value of an
alternative form of security shall be made by the OWNER.
2. Such Bond shall continue in effect for one (1) year after acceptance of the Work
by the OWNER.
3. The OWNER shall record the Public Construction Bond with the Public Record
Section of the Indian River County Courthouse located at 2000 16th Avenue, Vero
Beach, Florida 32960.
SC -5.03 Certificates of Insurance
SC -5.03 Delete the second sentence of paragraph GC -5.03 in its entirety.
SC -5.04 CONTRACTOR's Liability Insurance
SC -5.04 Add the following new paragraphs immediately after paragraph GC -5.04.8:
C. The limits of liability for the insurance required by paragraph 5.04 of the General
Conditions shall provide coverage for not less than the following amounts or greater
where required by Laws and Regulations:
1. Worker's Compensation: To meet statutory limits in compliance with the
Worker's Compensation Law of Florida. This policy must include Employer
Liability with a limit $100,000 for each accident, $500,000 disease (policy limit)
and $100,000 disease (each employee). Such policy shall include a waiver of
subrogation as against OWNER and ENGINEER on account of injury sustained by
an employee(s) of the CONTRACTOR.
Supplementary Conditions - 00800-4
IRC -9999
2. Commercial General Liability: Coverage shall provide minimum limits of liability
of $1,000,000 per occurrence Combined Single Limit for Bodily Injury and
Property Damage. This shall include coverage for:
a. Premises/Operations
b. Products/Completed Operations
C. Contractual Liability
d. Independent Contractors
e. Explosion
f. Collapse
g. Underground.
3. Business Auto Liability: Coverage shall provide minimum limits of liability
of $1,000,000 per occurrence Combined Single Limit for Bodily Injury and
Property Damage. This shall include coverage for:
a. Owned Autos, and other vehicles
b. Hired Autos, and other vehicles
C. Non -Owned Autos, and other vehicles.
4. Special Requirements:
a.
Ten (10) days prior to the commencement of any work under this
Contract, certificates of insurance and endorsement forms in the exact
wording and format as presented in these Contract Documents will be
provided to the OWNER's Risk Manager for review and approval.
b.
"Indian River County Florida" will be named as "Additional Insured" on
both the General Liability and Auto Liability.
C.
The OWNER will be given thirty (30) days notice prior to cancellation or
modification of any stipulated insurance. Such notification will be in
writing by registered mail, return receipt requested and addressed to the
OWNER's Risk Manager.
d.
An appropriate "Indemnification" clause shall be made a provision of the
Contract (see paragraph 6.20 of the General Conditions).
e.
It is the responsibility of the CONTRACTOR to insure that all
subcontractors comply with all insurance requirements.
f.
It should be remembered that these are minimum requirements, which
are subject to modification in response to high hazard operation.
g.
Insured must be authorized to do business and have an agent for
service of process in Florida and have Best's Rating of A -VII or better.
h.
All insurance requirements shall be at the Contractor's sole cost and
expense, including any deductible or self-insured retention, without
contribution from Indian River County or its insurance carriers.
D. Additional Insureds:
1. In addition to "Indian River County, Florida," the following individuals or entities
shall be listed as "additional insureds" on the CONTRACTOR's liability insurance
policies:
a.
E. Contractor shall be responsible for any deductible or self-insured retention.
SC -5.05 OWNER's Liability Insurance
SC -5.05 Delete paragraph GC -5.05.A in its entirety.
Supplementary Conditions - 00800-5
IRC -9999
SC -5.06 Property Insurance
SC -5.06 Delete paragraphs GC -5.06.A, 8, and C in their entirety and insert the following paragraphs in their
place: Owner
A. shall purchase and maintain property insurance upon the Work at the Site in the
amount of the full replacement cost thereof. This insurance shall:
1. include the interests of OWNER, CONTRACTOR, Subcontractors, ENGINEER, ENGINEER's
Consultants and any other individuals or entities identified in the Supplementary
Conditions, and the officers, directors, partners, employees, agents and other consultants
and subcontractors of any of them each of whom is deemed to have an insurable interest
and shall be listed as an insured or additional insured;
be written on a Builder's Risk "All Risk" or open peril or special causes of loss policy form
that shall at least include insurance for physical loss and damage to the Work, temporary
buildings, falsework, and materials and equipment in transit and shall insure against at least
the following perils or causes of loss: fire, lightning, extended coverage, theft, vandalism
and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by
enforcement of Laws and Regulations, water damage, and such other perils or causes of
loss as may be specifically required by the Supplementary Conditions.
3. include expenses incurred in the repair or replacement of any insured property (including
but not limited to fees and charges of engineers and architects);
4. cover materials and equipment stored at the Site or at another location that was agreed to
in writing by OWNER prior to being incorporated in the Work, provided that such materials
and equipment have been included in an Application for Payment recommended by
ENGINEER; and
5. allow for partial utilization of the Work by OWNER;
6. include testing and startup; and
7. be maintained in effect until final payment is made unless otherwise agreed to in writing by
OWNER, CONTRACTOR and ENGINEER with 30 days written notice to each other additional
insured to whom a certificate of insurance has been issued.
Owner
B. £ -99R shall be responsible for any deductible or self-insured retention.
Owner
The policies of insurance required to be purchased and maintained by GGISITRACTOR
in accordance with this paragraph SC -5.06 shall comply with the requirements of paragraph
5.06.0 of the General Conditions.
SC -5.06.E Delete paragraph GC -5.06.E in its entirety and insert the following in its place:
E. Additional Insureds:
1. The following individuals or entities shall be listed as "additional insureds" on the
Owner's C AETBf's property insurance policies:
a.
Supplementary Conditions - 00800-6
IRC -9999
SC -5.07 Waiver of Rights
SC -5.07 Delete GC -5.07 (paragraphs A, B, and C) in its entirety.
SC -5.08 Receipt and Application of Insurance Proceeds
SC -5.08 Delete GC -5.08 (paragraphs A and B) in its entirety.
SC -5.09 Acceptance of Bonds and Insurance; Option to Replace
SC -5.09 Delete GC -5.09 (paragraph A)in its entirety.
SC -6.02 Labor; Working Hours
SC -6.02.13. Add the following paragraphs immediately after paragraph GC -6.02. B:
1. Regular working hours are defined as Monday through Friday, excluding Indian River
C►? !-Hp(q fr9r!!_7 a.,m. t 5 p.m.
2. Indian River County Holidays are: New Year's Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day,
Friday after Thanksgiving, Christmas Eve and Christmas Day. Working on these days will
not be permitted without prior written permission and approval from the Construction
Coordination Manager.
3. TOR shall receive no additioncom�un
ion for overtim or
in excess of eight hours in d�aLr ds in any one calendar week,
even though such ove�inwriting.
ay a quireconditions and may
y the ENGINEE
4. All costs of inspection and testing performed during overtime work by the CONTRACTOR,
which is allowed solely for the convenience of the CONTRACTOR, shall be borne by the
CONTRACTOR, and a credit given to the OWNER to deduct the costs of all such inspection
and testing from any payments otherwise due the CONTRACTOR.Unless Caused by Owner.
5. All costs of OWNER's employees and costs of ENGINEER's Consultant resulting from
overtime work by the CONTRACTOR, which is allowed solely for the convenience of the
CONTRACTOR, shall be borne by the CONTRACTOR, and a credit given to OWNER to
deduct all such costs from any payments otherwise due the CONTRACTOR.
6. No work shall commence before 7 a.m. or continue after 5 p.m. except in case of
emergency upon specific permission of the ENGINEER.
SC -6.06 Concerning Subcontractors, Suppliers, and Others
SC -6.06.C. Add the following sentence at the end of paragraph GC -6.06. C:
OWNER or ENGINEER may furnish to any such Subcontractor, Supplier, or other individual or entity, to
the extent practicable, information about amounts paid to CONTRACTOR on account of Work performed
for CONTRACTOR by a particular Subcontractor, Supplier, or other individual or entity.
SC -6.08 Permits
SC -6.08 Add the following paragraphs immediately after paragraph GC -6.08.A:
1. The OWNER has obtained the following permits (copies of these permits are contained in
Appendix A):
Supplementary Conditions - 00800-7
IRC -9999
2. ACTOR shall obtain and pay for all other required permits and
licenses. The CONTntTGR41aaLl provide copies of the permits to the
OWNER and ENGINEER and shall comply wi 'tions contained in
the permits at no extra cost to the OWNER.
The-QQNTRACTOR shall be familiar with all permit requirements during
construction an onsible for complying with these
requirements. The cost of this effort s 1511 [)1-: :Juz id in the pay item in
which the work is most closely associated with.
SC -9.05 Authorized Variations in Work
SC -9.05.A. Delete the second sentence in paragraph GC -9.05.A in its entirety.
.01 Cost of the Work
SC-11.01-A-1`Delete paragraph GC -11.01.A.1 in its entirety, and insert the following sentences in its place:
1. CONTR R will receive payment for actual costs of direct labor and burden (see SC -
2.06.6) for the itional or unforeseen work. Labor includes foremen actually engaged in
the work; and will noitisclucle project supervisory personnel nor necessary on-site clerical
staff, except when the additl I or unforeseen work is a controlling work item and the
performance of such controlling wo m actually extends completion of the project due
to no fault of the Contractor. Compensate r project supervisory personnel, but in no
case higher than a Project Manager's position, sonly be for the pro -rata time such
supervisory personnel spent on the contract. In no case an officer or director of the
Company, nor those persons who own more than 1% of the C601nKny, be considered as
project supervisory personnel, direct labor or foremen hereunder.expenses of
performing Work outside of regular working hours, on Saturday, Sunday, or leg olidays,
shall be included in the above to the extent authorized by OWNER.
SC -13.03 Test and Inspections
SC -13.03.6. Delete paragraph GC -13.03.8 in its entirety, and insert the following sentences in its place:
B. OWNER shall employ and pay for the services of an independent testing laboratory to perform all
initial inspections, tests, or approvals required by the Contract Documents except those
inspections, tests, or approvals listed immediately below. Subsequent inspections, tests, or
approvals required after initial failing inspections, tests, or approvals shall be paid for by the
CONTRACTOR by back charge to subsequent applications for payment. The CONTRACTOR shall
arrange, obtain, and pay for the following inspections, tests, or approvals:
1. inspections, tests, or approvals covered by paragraphs 13.03.0 and 13.03.D below;
2. costs incurred in connection with tests or inspections conducted pursuant to paragraph
13.04.6 shall be paid as provided in said paragraph 13.04.13;
3. tests otherwise specifically provided in the Contract Documents.
SC -13.05 OWNER May Stop the Work
SC -13.05.A. Delete paragraph GC -13.05.A in its entirety and insert the following paragraph in its place:
Supplementary Conditions - 00800-8
IRC -9999
A. If the Work is defective, or CONTRACTOR fails to supply sufficient skilled workers or
suitable materials or equipment, or fails to comply with permit requirements, or fails to
comply with the technical specifications, or fails to perform the Work in such a way that
the completed Work will conform to the Contract Documents, OWNER may order CON-
TRACTOR to stop the Work, or any portion thereof, until the cause for such order has been
eliminated; however, this right of OWNER to stop the Work shall not give rise to any duty
on the part of OWNER to exercise this right for the benefit of CONTRACTOR, any
Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee
or agent of any of them.
SC -13.07 Correction Period
SC -13.07A. Delete the first sentence of paragraph GC -13.07.A in its entirety and insert the following sentence
in its place
A. If within one year after the date of Final Completion or such longer period of time as may
be prescribed by Laws or Regulations or by the terms of any applicable special guarantee
required by the Contract Documents or by any specific provision of the Contract
Documents, any Work is found to be defective, or if the repair of any damages to the land
or areas made available for CONTRACTOR's use by OWNER or permitted by Laws and
Regulations as contemplated in paragraph 6.11.A is found to be defective, CONTRACTOR
shall promptly, without cost to OWNER and in accordance with OWNER's written
instructions: (i) repair such defective land or areas, or (ii) correct such defective Work or, if
the defective Work has been rejected by OWNER, remove it from the Project and replace it
with Work that is not defective, and (iii) satisfactorily correct or repair or remove and
replace any damage to other Work, to the work of others or other land or areas resulting
therefrom.
SC -13.0713. Delete paragraph GC -13.07.8 in its entirety and insert the following sentence in its place
B. In special circumstances where a particular item of equipment is placed in continuous
service before Final Completion of all the Work, the correction period for that item may
start to run from an earlier date if so provided in the Specifications or by Written
Amendment.
SC -14.02 Progress Payments
SC -14.02.6.5. Delete paragraph GC -14.02.8.5.d in its entirety and insert the following paragraph in its place:
ENGINEER has actual knowledge of the occurrence of any of the events enumerated in
paragraph 15.02.A; or
SC -14.02.6.5. Add the following sentences at the end of paragraph GC -14.02.8.5:
e. OWNER has been required to pay ENGINEER additional compensation because of
CONTRACTOR delays or rejection of defective Work; or
OWNER has been required to pay an independent testing laboratory for subsequent
inspections, tests, or approvals taken after initial failing inspections, tests, or approvals.
SC -14.02.C.1. Delete paragraph GC -14.02. C.1 in its entirety and insert the following
paragraph in its place:
Supplementary Conditions - 00800-9
IRC -9999
C. Payment Becomes Due
1. Payment shall be made by OWNER to CONTRACTOR according to the Local Government
Prompt Payment Act. F.S. 218.70 et. seq.
SC -14.04 Substantial Completion
SC -14.04A. After the third sentence in paragraph GC -14.04A of the General Conditions, delete the
remainder of paragraph 14.04A in its entirety and replace with the following:
"If Engineer considers the Work substantially complete, Engineer will prepare and deliver
to Owner a tentative certificate of Substantial Completion that shall fix the date of
Substantial Completion. In accordance with the provisions of Florida Statutes section
208.735(7)(a)(2005), upon receipt of the tentative certificate of Substantial Completion
from Engineer, the Owner, the Engineer, and the Contractor shall conduct a walk-through
inspection of the Project to document a list of any items required to render the Work on
the Project complete, satisfactory, and acceptable under this Agreement (herein the
"Statutory List"). The Statutory List shall be reduced to writing and circulated among the
Owner, the Engineer, and the Contractor by the Owner or the Engineer within 30 calendar
days after substantial completion. The Owner and Contractor acknowledge and agree
that: 1) the failure to include any corrective work, or pending items that are not yet
completed, on the Statutory List does not alter the responsibility of the Contractor to
complete all of the Work under this Agreement; 2) upon completion of all items on the
Statutory List, the Contractor may submit a pay request for all remaining retainage except
as otherwise set forth in this Agreement; and 3) any and all items that require correction
under this Agreement and that are identified after the preparation of the Statutory List
remain the obligation of the Contractor to complete to the Owner's satisfaction under
this Agreement. After receipt of the Statutory List by the Contractor, the Contractor
acknowledges and agrees that it will diligently proceed to complete all items on the
Statutory List and schedule a final walk-through in anticipation of final completion on the
Project."
SC -14.046 Add the following new paragraph immediately after paragraph GC 14.046:
C. At the time of delivery of the tentative certificate of Substantial Completion, Engineer will deliver to
Owner and Contractor a written recommendation as to division of responsibilities pending final payment
between Owner and Contractor with respect to security, operation, safety, and protection of the Work,
maintenance, heat, utilities, insurance, and warranties and guarantees
SC -14.07 Final Payment
SC -14.07.C.1. Delete paragraph GC -14.07.01 in its entirety and insert the following
paragraph in its place:
C. Payment Becomes Due
1. Payment shall be made by OWNER to CONTRACTOR according to the "Local Government
Prompt Payment Act" , Florida Statutes section 218.70, et. seq.
SC -15.01 OWNER May Suspend Work
SC -15.01.A Delete the last sentence in paragraph GC -15.01.A and insert the following in its place:
Supplementary Conditions - 00800-10
IRC -9999
CONTRACTOR shall be allowed an extension of the Contract Times, directly attributable to any such
suspension if CONTRACTOR makes a Claim for an extension as provided in paragraph 10.05. CONTRACTOR
shall 4;Qt be allowed an adjustment of the Contract Price and CONTRACTOR shall not be paid on account of
loss of anticipated profits or revenue or other economic loss arising out of or resulting from such Work
suspension.
SC -15.02 OWNER May Terminate For Cause
SC -15.02.A.5 and SC -15.02.A.6 Add the following new paragraphs immediately after paragraph GC -
15.02.A.4:
5. CONTRACTOR's violation of Section 02225 — "Erosion Control and Treatment of
Dewatering Water From the Construction Site."
6. CONTRACTOR's failure to make payment to Subcontractors or Suppliers for materials or
labor in accordance with the respective agreements between the CONTRACTOR and the
Subcontractors or Suppliers.
7. CONTRACTOR certifies that it and its related entities as defined by Florida law are not on
the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the
Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement
is for goods or services of one million dollars or more, CONTRACTOR certifies that it and
its related entities as defined above by Florida law are not on the Scrutinized Companies
with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes
and are not engaged in business operations in Cuba or Syria.
OWNER may terminate this Contract if CONTRACTOR is found to have submitted a false
certification as provided under section 287.135(5), Florida Statutes, been placed on the
Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations
in Cuba or Syria, as defined by section 287.135, Florida Statutes.
OWNER may terminate this Contract if CONTRACTOR, including all wholly owned
subsidiaries, majority-owned subsidiaries, and parent companies, that exist for the
purpose of making profit, is found to have been placed on the Scrutinized Companies that
Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725,
Florida Statutes.
SC -15.04 CONTRACTOR May Stop Work or Terminate
SC -15.04 Delete the following text from the first sentence of paragraph GC -15.04.A:
SC -15.04 Delete the following text from the second sentence of paragraph GC -15.04.A:
Supplementary Conditions - 00800-11
IRC -9999
SC -16 Dispute Resolution
SC -16.02 Mediation
SC -16 Add the following new paragraph immediately after paragraph GC -16.01.
SC -16.02 Mediation
A. OWNER and CONTRACTOR agree that they shall submit any and all unsettled Claims or
counterclaims, disputes, or other matters in question between them arising out of or
relating to the Contract Documents or the breach thereof, to mediation by a certified
mediator of the 191h Judicial Circuit in Indian River County unless delay in initiating
mediation would irrevocably prejudice one of the parties. The mediator of any dispute
submitted to mediation under this agreement shall not serve as arbitrator of such dispute
unless otherwise agreed.
SC -17 Miscellaneous
SC -17.06 Liens
Add the following new paragraphs immediately after paragraph GC17.05:
SC -17.06 Liens
A. This project is a "Public Works" under Chapter 255, Florida Statutes. No merchant's liens
may be filed against the OWNER. Any claimant may apply to the OWNER for a copy of
this Contract. The claimant shall have a right of action against the CONTRACTOR for the
amount due him. Such action shall not involve the OWNER in any expense. Claims against
the CONTRACTOR are subject to timely prior notice to the CONTRACTOR as specified in
Florida Statutes Section 255.05. The CONTRACTOR shall insert the following paragraph in
all subcontracts hereunder:
"Notice: Claims for labor, materials and supplies are not assessable against Indian River
County and are subject to proper prior notice to (CONTRACTOR'S Name) and to
(CONTRACTOR Surety Company Name), pursuant to Chapter 255 of the Florida Statutes.
This paragraph shall be inserted in every sub -subcontract hereunder." The payment due
under the Contract shall be paid by the OWNER to the CONTRACTOR only after the
CONTRACTOR has furnished the OWNER with an affidavit stating that all persons, firms
or corporations who are defined in Section 713.01, Florida Statutes, who have furnished
labor or materials, employed directly or indirectly in the Work, have been paid in full. The
OWNER may rely on said affidavit at face value. The CONTRACTOR does hereby release,
remiss and quit -claim any and all rights he may enjoy perfecting any lien or any other type
of statutory common law or equitable lien against the job.
++END OF SUPPLEMENTARY CONDITIONS++
Supplementary Conditions - 00800-12
PROCTOR
CONSTRUCTION
IRCFDSlaRon II -C-F -ER Rev 11 Iib [P&P —1 Id
[EPROCTOR
CON S T R UCTION
CSI code
Description
oty
Unit I
$/unit
$/line Item
$/Division
Remarks
$/GSF
$/SF a/c
Division 21
21 0000
Fire Suppression
All of Division 21
2,372
esf
0.00
0
0.00
0.00
Sprinkler Systems
21 13 00
01 7833
Fire -Suppression Sprinkler Systems
Bonds
0
0
sprnkl
$
0.00
2.50%
0
0
Non-Sprinklered Building
0.00
0.00
0.00
0.00
Division 21
0.00
$/esf
0
0.00
0.00
Division 22
22 00 00
Plumbing
22 00 00
Potable, Sewer &Storm Water Installations
All of Division 22
2,372
esf
0.00
0
0.00
0.00
22 00 00
01 7833
All Plumbing Installations
Bonds
1
10,833
Is
$
10,833.00
2.50%
10,833
271
4.24
0.11
4-69-
0.12
Division 22
4.68
$/esf
11,104
4.35
4.80
Division 23
23 00 00
Heating, Ventilating, and Air Conditioning HVAC
23 00 00
HVAC Equipment
All of Division 23
2,312
sf a/c
0.00
0
0.00
0.00
23 00 00
01 7833
HVAC Equipment
Bonds
2,312
61,850
sf
$
26.75
2.50%
61,850
1,546
24.24
0.61
26.75
0.67
Division 23
26.73
$/esf
63,396
24.84
27.42
Division 26
26 00 00
Electrical
26 00 00
Electrical Installations
All of Division 26
2,372
esf
0.00
0
0.00
0.00
26 00 00
01 7833
All Electrical Installations
Bonds
1
16,464
Is
$
16,464.00
2.50%
16,464
412
6.45
0.16
7.12
0.18
Division 26
7.11
$/esf
16,876
6.61
7.30
Division 28
28 00 00
Electronic Safety and Security
All of Division 28
2,372
esf
0.00
0
0.00
0.00
Fire Alarm
2831 00
01 7833
Fire Detection and Alarm Kitchen Ansul System)
Bonds
2,372
0
esf
$
0.00
2.50%
0
0
Inc in Div 11 Food Service
0.00
0.00
0.00
0.00
Division 28
0.00
$/esf
p
0.00
0.00
Bonds
7,938
325,450
325,450
Totals $/SF
127.52
140.76
0
Contingent - 0% Construction
Contingency - Change Orders and Unforeseen Repairs
General Conditions
Permit
Preconstruction
Insurance
Builders Risk
P&P Bond
Fee
Potential Tax Savings
0.00%
1
1
1
1
1
1
1
8.00%
0.00%
%
Is
Is
Is
Is
Is
Is
Is
%
%
0
60,000
79,271
no
0
4,534
0
4,367
473,622
325,119
0
60,000
79,271
0
0
4,5341.78
0
4,367
37,890
0
$Igr. SF
0.00
23.51
31.06
0.00
0.00
0.00
1.71
14.85
0.00
$laic SF
0.00
0.00
34.29
0.00
0.00
1.96
0.00
1.89
16.39
0.00