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Home My WebLink About2008-276CONTRACT DOCUMENTS SOUTH RO WATER TREATMENT PLANT IMPROVEMENTS FOR INDIAN RIVER COUNTY n E May 2008 BID DOCUMENTS Prepared for INDIAN RIVER COUNTY, FLORIDA UTILITIES DEPARTMENT County Bid No.2008027 County Project No. UCP2859 Prepared by KIMLEY-HORN AND ASSOCIATES, INC. 10521 Village Center Drive, Suite 103 Port St. Lucie, Florida 34987=32810 TABLE OF CONTENTS INDIAN RIVER COUNTY SOUTH RO WATER TREATMENT PLANT IMPROVEMENTS DIVISION 0 - BIDDING AND CONTRACT REQUIREMENTS 00020 ADVERTISEMENT FOR BIDS 00100 INSTRUCTIONS TO BIDDERS 00300 BID FORM 00410 BID BOND 00452 DISCLOSURE OF RELATIONSHIPS 00456 GENERAL INFORMATION REQUIRED OF BIDDERS 00530 EJCDC - AGREEMENT BETWEEN OWNER AND CONTRACTOR 00610 PERFORMANCE BOND 00612 PAYMENT BOND 00700 GENERAL CONDITIONS 00800 SUPPLEMENTARY CONDITIONS 00900 ADDENDA DIVISION 1- GENERAL REQUIREMENTS 01010 SUMMARY OF WORK 01035 CHANGE ORDER PROCEDURES 01050 FIELD ENGINEERING 01052 APPLICATIONS FOR PAYMENT 01060 REGULATORY REQUIREMENTS AND NOTIFICATION 01090 REFERENCE STANDARDS 01170 SPECIAL PROVISIONS 01200 PROGRESS MEETINGS 01311 CONSTRUCTION SCHEDULES 01340 SUBMITTALS 01370 SCHEDULE OF VALUES 01410 TESTING LABORATORY SERVICES 01510 TEMPORARY UTILITIES 01560 TEMPORARY CONTROLS 01610 MATERIAL AND EQUIPMENT 01630 SUBSTITUTIONS AND PRODUCT OPTIONS 01700 CONTRACT CLOSEOUT 01710 CLEANING 01720 PROJECT RECORD DOCUMENTS 01730 O&M MANUALS AND TRAINING 01740 WARRANTIES AND BONDS 044572017 TOC - 1 TABLE OF CONTENTS (continued) INDIAN RIVER COUNTY SOUTH RO WATER TREATMENT PLANT IMPROVEMENTS DIVISION 2 - SITE WORK 02065 DEMOLITION 02670 FLUSHING, TESTING AND DISINFECTION DIVISION 3 - CONCRETE 03100 CONCRETE FORMWORK 03200 CONCRETE REINFORCEMENT 03300 CAST -IN-PLACE CONCRETE 03410 STRUCTURAL PRECAST CONCRETE DIVISION 4 - MASONRY 04340 REINFORCED UNIT MASONRY SYSTEMS DIVISION 5 - NOT USED 05500 MISCELLANEOUS METALS DIVISION 6 - NOT USED DIVISION 7 - NOT USED DIVISION 8 - NOT USED DIVISION 9 - FINISHES 09900 PAINTING DIVISION 10 - NOT USED DIVISION 11- EQUIPMENT 11240 STATIC MIXER 11930 PUMPS - GENERAL 11934 HIGH SERVICE PUMPS -HORIZONTAL SPLIT CASE DIVISION 12 - NOT USED DIVISION 13 - NOT USED DIVISION 14 - NOT USED 044572017 TOC - 2 TABLE OF CONTENTS (continued) INDIAN RIVER COUNTY SOUTH RO WATER TREATMENT PLANT IMPROVEMENTS DIVISION 15 - MECHANICAL 15100 PIPING AND VALVES DIVISION 16 - ELECTRICAL 16050 ELECTRICAL GENERAL PROVISIONS 16110 RACEWAYS 16120 WIRE AND CABLES 16470 PANELBOARDS 16480 480 VOLT MOTOR CONTROL CENTER 16483 VARIABLE FREQUENCY DRIVES 16490 ELECTRIC MOTORS 16950 MISCELLANEOUS EQUIPMENT APPENDICES APPENDIX A: FDEP Notice of Permit Issuance 044572017 TOC -3 SECTION 00020 ADVERTISEMENT FOR BIDS INDIAN RIVER COUNTY Indian River County will receive sealed bids until 2:00 PM on July 9, 2008. Each bid shall be submitted in a sealed envelope and shall bear the name and address of the bidder on the outside and the words "Bid # 2008027 South RO Water Plant Improvements". Only bids received on or before the time and date listed will be considered. Bids mailed or hand delivered should be addressed to Purchasing Division, 1800 27th Street, Vero Beach, Florida 32960. All bids will be opened publicly and read aloud at 2:00 PM. Deadline for receipt of bids has been set for 2:00 PM on July 9, 2008. All bids received after 2:00 P.M. will be returned unopened. INDIAN RIVER COUNTY BID # 2008027 INDIAN RIVER COUNTY UTILTIES UCP #2859 South RO Water Plant Improvements All material and equipment furnished and all work performed shall be in strict accordance with the plans, specifications, and contract documents pertaining thereto, which may be obtained from the office of Kimley-Horn and Associates, Inc., 10521 SW Village Center Drive, Suite 103, Port St. Lucie, FL 34987; 772-345-3800. Hard copies and CDs of the plans and the specifications containing the necessary contract documents may be obtained by deposit of a check made payable to Kimley-Horn and Associates, Inc. in the amount of One Hundred and Fifty Dollars ($150.00) for each set, which represents cost of printing, handling and mailing and is non refundable. All bids shall be submitted in duplicate on the Bid Proposal forms provided within the specifications. Bid Security must accompany each Bid, and must be in its form of either a certified check or cashier's check on any bank authorized to do business in the State of Florida or a bid bond in the form of AIA document A310. The Bid Security must be in the sum of not less than five percent (5%) of the total amount of the base bid, made payable to Indian River County. In the event the Contract is awarded to the successful Bidder, Bidder will enter into a Contract with the County and furnish the required 100% Performance Bond and Payment Bond. If Bidder fails to do so, the County shall retain the said Bid Security as liquidated damages. The County reserves the right to delay awarding of the Contract for a period of sixty (60) days after the bid opening; to waive informalities in any bid; or reject any or all bids in whole or in part with or without cause; or to accept the bid that, in its judgment, will serve the best interest of Indian River County, Florida. A Non -Mandatory Pre -Bid Conference meeting will be held on June 18, 2008 at 10:00 AM, in the Indian River County Administration Building, with Mike Hotchkiss, located at 1800 27th Street, Vero Beach, Florida 32960, Room B-1-501. INDIAN RIVER COUNTY PURCHASING MANAGER For Publication in the Vero Beach Press Journal (Date): June 4, 2008 Please furnish tear sheet and Affidavit of Publication to: INDIAN RIVER COUNTY PURCHASING DIVISION 1800 27th Street Vero Beach, Florida 32960 END OF SECTION 044572017 00020-1 SECTION 00100 INSTRUCTIONS TO BIDDERS (Based Upon EJCDC No. C-700, 2002 Ed.) 1.01 DEFINED TERMS Terms used in these Instructions to Bidders which are defined in the Standard General Conditions of the Construction Contract (No. C-700, 2002 ed.) have the meanings assigned to them in the General Conditions. The term "Bidder" means one who submits a bid directly to Owner, as distinct from a sub -bidder, who submits a bid to a Bidder. The term "Successful Bidder" means the lowest, qualified, responsible, and responsive Bidder to whom Owner (on the basis of Owner's evaluation as hereinafter provided) makes an award. The term "Bidding Documents" includes the Advertisement or Invitation to Bid, Instructions to Bidders, The Bid Form, and the proposed Contract Documents (including all Addenda issued prior to receipt of Bids). 1.02 COPIES OF BIDDING DOCUMENTS A. Complete sets of the Bidding Documents in the number and for the deposit sum, if any, stated in the Advertisement or Invitation to Bid may be obtained from Engineer: Mark Miller, Kimley-Horn and Associates, Inc., 10521 SW Village Center Drive, Suite 103, Port St. Lucie, FL 34987, telephone (772) 345-3800, fax (772) 286-0138, email: mark.miller@kimley-hom.com. B. Complete sets of Bidding Documents must be used in preparing Bids; neither Owner nor Engineer assumes any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. C. Owner and Engineer, in making copies of Bidding Documents available on the above terms, do so only for the purpose of obtaining Bids on the work and do not confer a license or grant for any other use of the Bidding Documents. 1.03 QUALIFICATIONS OF BIDDERS Contractors bidding the work shall demonstrate that they have completed at least three similar projects within the previous 2 years and shall provide letters from the Public Entity Owners and/or Engineers verifying this. Contractor shall submit said letters with the Bid Documents. Letters shall include the project scope, Contract amount, date of Notice to Proceed, date of project final completion, number and amounts of change orders and magnitude of assessed liquidated damages, if applicable. Letters shall be similar to that provided in the Bid Form. Failure to provide these letters will be cause for rejection. Owner will review said letters, references and qualifications and may reject any bid if these qualifications and references do not adequately support the Contractor and, if , in the opinion of Owner, it is in the Owner's best interest to reject said bid. To demonstrate qualifications to perform the work, each Bidder must be prepared to submit, within 5 days of Owner's request, written evidence, such as financial data, previous experience, present commitments, and other such data as may be necessary to prove to the satisfaction of the Owner that the Bidder is qualified by experience to do the work and is prepared to complete the work within the stated time period. 044572017 00100-1 1.04 EXAMINATION OF CONTRACT DOCUMENTS AND SITE A. It is the responsibility of each Bidder, before submitting a bid, to (a) examine the Contract Documents thoroughly, (b) visit the site to become familiar with local conditions that may affect cost progress, performance, or furnishing of the work, (c) consider federal, state, and local laws and regulations that may affect costs, progress, performance, or furnishing of the work, (d) study and carefully correlate Bidder's observations with the Contract Documents, and (e) notify Engineer of all conflicts, errors, or discrepancies in the Contract Documents. Reference is made to the Supplementary Conditions for identification of: 1. Those reports of explorations and tests of subsurface conditions at the site which have been utilized by Engineer in preparation of the Contract Documents. Bidder may rely upon the accuracy of the technical data contained in such reports, but not upon non-technical data, interpretations, or opinions contained therein or for the completeness thereof the purposes of bidding or construction. 2. Those drawings of physical conditions in relation to existing surface and subsurface conditions (except underground facilities) which are at or contiguous to the site have been utilized by Engineer in preparation of the Contract Documents. Bidder may rely upon the accuracy of the technical data contained in such drawings, but not upon the completeness thereof for the purposes of bidding or construction. Copies of such reports and drawings will be made available by Owner to any Bidder on request. Those reports and drawings are not part of the Contract Documents, but the technical data contained therein upon which Bidder is entitled to rely as provided in Paragraphs 1.04.B1 and 1.04.132 are incorporated therein by reference. Such technical data has been identified and established in the Supplementary Conditions. B. Information and data reflected in the Contract Documents with respect to underground facilities at or contiguous to the site is based upon information and data furnished to Owner and Engineer by owners of such underground facilities or others, and Owner does not assume responsibility for the accuracy or completeness thereof unless it is expressly provided otherwise in the Supplementary Conditions. C. Provisions concerning responsibilities for the adequacy of data furnished to prospective Bidders on subsurface conditions, underground facilities and other physical conditions, and possible changes in the Contract Documents due to differing conditions appear in Paragraphs 4.02, 4.03, and 4.04 of the General Conditions. D. Before submitting a Bid, each Bidder will, at Bidder's own expense, make or obtain any additional examinations, investigations, explorations, tests, and studies, and obtain any additional information and data which pertain to the physical conditions (surface, subsurface and underground facilities) at or contiguous to the site or otherwise which may affect cost, progress, performance, or furnishing of the work and which Bidder deems necessary to determine its Bid for performing and furnishing the work in accordance with the time, price and other terms and conditions of the Contract Documents. 044572017 00100-2 E. On request in advance, Owner will provide each Bidder access to the site to conduct such explorations and tests as each Bidder deems necessary for submission of a Bid. Bidder shall fill all holes, clean up, and restore the site to its former condition upon completion of such explorations. F. The lands upon which the work is to be performed, right-of-way and easements for access thereto and other lands designed for use by the Contractor in performing the work are identified in the Contract Documents. All additional lands and access thereto required for temporary construction facilities or storage of materials and equipment are to be provided by and paid for by the Contractor. Easements for permanent structures or permanent changes in existing structures are to be obtained and paid for by the Owner unless otherwise provided in the Contract Documents. G. The submission of a Bid will constitute an incontrovertible representation by Bidder that Bidder has complied with every requirement of this the Instruction to Bidder, that without exception the Bid is premised upon performing and furnishing the work required by the Contract Documents and such means, methods, techniques, sequences or procedures of construction as may be indicated in or required by the Contract Documents, and that the Contract Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for perfonriance and furnishing of the work. 1.05 INTERPRETATIONS AND ADDENDA A. All questions about the meanings or intent of the Contract Documents are to be directed in writing to Mark Miller, Kimley-Horn and Associates, Inc., 10521 SW Village Center Drive, Suite 103, Port St. Lucie, FL 34987, telephone (772) 345-3800, fax (772) 286- 0138, email: mark.miller(a,kimley-horn.com. B. Interpretation or clarifications considered necessary by Engineer in response to such questions will be issued by Addenda mailed or delivered to all parties recorded by Engineer as having received the Bidding Documents. Questions received less than ten days prior to the date for the opening of Bids may not be answered. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will not be binding and will be without legal effect. C. Addenda may also be issued to modify the Bidding Documents as deemed advisable by Owner or Engineer. 1.06 BID SECURITY A. Each Bid must be accompanied by Bid security made payable to Owner in an amount of five percent of the Bidder's maximum base bid price and in the form of a certified or cashiers check or a Bid Bond issued by a surety meeting the requirements of Paragraph 5.01 of the General Conditions. B. The Bid security of the Successful Bidder will be retained until such Bidder has executed the Agreement and furnished the required Contract security, whereupon the Bid security will be returned. If the Successful Bidder fails to execute and deliver the Agreement and furnish the required Contract security within fifteen days after the Notice of Award, 044572017 00100-3 Owner may annul the Notice of Award, and the Bid security of that Bidder will be retained by the County. C. The Bid security of other Bidders whom Owner believes to have a reasonable chance of receiving the award may be retained by the Owner until the earlier of the seventh (7) day after the effective date of the Agreement or the sixty-one (6 1) days after the Bid opening, whereupon Bid security furnished by such Bidders will be returned. Bid security with bids which are not competitive may be returned before the end of the sixty-day (60) period. 044572017 00100-4 1.07 CONTRACT TIME The number of days within which, or dates by which, the work is to be substantially completed and also complete and ready for final payment (the Contract Time) are set forth in the Bid Form (Section 00300) and the Agreement. 1.08 LIQUIDATED DAMAGES Provisions for liquidated damages are set forth in the Agreement (Section 00530). 1.09 SUBSTITUTE OR "OR EQUAL" ITEMS The Contract, if awarded, will be on the basis of materials and equipment described in the Drawings or specified in the Specifications without consideration of possible substitute or "or equal" items. Whenever it is indicated in the Drawings or specified in the Specifications that a substitute or "or equal" item of material or equipment may be furnished or used by Contractor if acceptable to Engineer, application for such acceptance will not be considered by Engineer until after the Effective Date of the Agreement. The procedure for submission of any such application by Contractor and consideration by Engineer is set forth in Paragraph 6.05 of the General Conditions and may be supplemented in the General Requirements. 1.10 BIDFORM A. The Bid Form is included with the Bidding Documents; additional copies may be obtained from Engineer. B. All blanks on the Bid Form must be completed in ink or by typewriter. C. Bids by corporations must be executed in the corporate name by the president or a vice president (or other corporate officer accompanied by evidence of authority to sign) and the corporate seal must be affixed and attested by the secretary or an assistant secretary. The corporate address and state of incorporation must be shown below the signature. D. The Bid shall contain an acknowledgment of receipt of all Addenda (the number of which must be filled in on the Bid Form). E. The address and telephone number for communications regarding the Bid must be shown. F. Additional forms to be submitted with Bid Form include: Section 00452 — "Disclosure of Relationships"; Section 00456 — "General Information Required for Bidders" and "Trench Safety Act Compliance Statement"; and Schedule of Subcontractors (Section 00431). 1.11 SUBMISSION OF BIDS A. Bids shall be submitted at the time and place indicated in the Advertisement and shall be enclosed in an opaque sealed envelope, clearly marked on the outside with the following information: Project name/title; Bid Number; UCP Number; and the name and address of the Bidder. If the Bid is sent through the mail, overnight delivery system or courier, the sealed envelope, marked as set forth above, shall be enclosed in a separate outer envelope with the notation 'BID ENCLOSED" on the outside. 044572017 00100-5 B. The Bidder shall submit the Bid in duplicate on the forms, or an exact copy of the forms, furnished herewith. The blank spaces on the Bid Form shall be filled in correctly for each Bid Item for which a Bid is submitted. C. The Owner will consider only those bids received from parties who have obtained Contract Documents directly from the Owner or the Owner's Engineer. Contract Documents are not transferable to other parties for bidding purposes. Bids received from fines whose names are not recorded by the Owner or the Engineer as having secured documents for this Contract will be rejected. 1.12 MODIFICATION AND WITHDRAWAL OF BIDS A. Bids may be modified or withdrawn by an appropriate document duly executed (in the manner that a Bid must be executed) and delivered to the place where Bids are to be submitted at any time prior to the opening of Bids. B. If, within two business days after Bids are opened, any Bidder files a duly signed, written notice with Owner and promptly thereafter demonstrates to the reasonable satisfaction of Owner that there was a material and substantial mistake in the preparation of its Bid, that Bidder may withdraw its Bid and the Bid security will be returned. Thereafter, that Bidder will be disqualified from further bidding on the work to be provided under the Contract Documents 1.13 OPENING OF BIDS Bids will be opened and (unless obviously non-responsive) read aloud publicly. An abstract of the amounts of base Bids and major alternates (if any) will be made available to Bidders after the opening of Bids. 1.14 BIDS TO REMAIN SUBJECT OF ACCEPTANCE All bids will remain subject to acceptance for sixty days (60) after the day of the Bid opening, but the Owner may, in its sole discretion, release any Bid and return the Bid security prior to that date. 1.15 AWARD OF CONTRACT A. Owner reserves the right to reject any and all Bids, to waive any and all informalities not involving price, time, or changes in the work; in whole or in part with or without cause; to negotiate contract terms with the Successful Bidder; to disregard all non -conforming, non- responsive, unbalanced, or conditional Bids; and to accept the bid that, in its judgment, will serve in the best interest of the County. Discrepancies in the multiplication of units of work and unit prices will be resolved in favor of the unit prices. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. Owner reserves the right to cancel the award of any Contract at any time before the execution of such Contract by all parties without any liability to the Owner. For and in consideration of the Owner considering Bids submitted, the Bidder, by submitting its Bid, expressly waives any claim to damages, of any kind whatsoever, in the event the Owner exercises its right to cancel the award in accordance herewith. 044572017 00100-6 B. In evaluating Bids, Owner will consider the qualifications of the Bidder, whether or not the Bids comply with the prescribed requirements, and such alternates, unit prices, and other data, as may be requested in the Bid Form or prior to the Notice of Award. C. Owner may consider the qualifications and experience of subcontractors, suppliers, and other persons and organizations proposed for those portions of the work as to which the identity of subcontractors, suppliers, and other persons and organizations must be submitted as provided in the Supplementary Conditions. Owner may consider the operating costs, maintenance requirements, performance data and guarantees of major items of materials and equipment proposed for incorporation in the work when such data is required to be submitted prior to the Notice to Award. D. Owner may conduct such investigations as Owner deems necessary to assist in the evaluation of any Bid and establish the responsibility, qualifications, and financial ability of Bidders, proposed subcontractors, suppliers, and other persons and organizations to perform and furnish the work in accordance with the Contract Documents to Owner's satisfaction within the prescribed time. E. If the Contract is to be awarded, it will be awarded to the lowest Bidder whose evaluation by Owner indicates to Owner that the award will be in the best interests of the Owner. F. If the Contract is to be awarded, Owner will give the Successful Bidder a Notice of Award within ninety days after the day of the Bid opening. G. More than one Bid from an individual, firm, partnership, corporation, or association under the same or different names will not be considered. Reasonable grounds for believing that one Bidder is financially interested in more than one proposal for the same work will cause the rejection of all proposals in which such Bidders are believed to be interested. Any or all proposals will be rejected if there is reason to believe that collusion exists among the Bidders, and no participants in such collusion will be considered in future proposals for the same work. H. Within fifteen (15) calendar days of the date of the Notice of Award of the Contract, the Bidder to whom the Contract is awarded shall execute and deliver two (2) original Contracts to the Owner, together with a Payment Bond for the total amount of the Bid, a Performance Bond for 125 percent of the Bid in the forms set forth in the Contract Documents and General Conditions; and all required insurance certificates, before the Contract will be executed by the Owner. I. Failure upon the part of the Bidder to whom the Contract has been awarded to execute and deliver the Contract Payment and Performance Bonds and required insurance in the manner and within the time provided shall be just cause for cancellation of the award. It is understood and agreed by said Bidder, that if the award is cancelled for the above persons, the certified check or Bid Bond shall become the property of the Owner, not as a penalty, but as liquidated damages. 044572017 00100-7 1. 16 PAYMENT AND PERFORMANCE BONDS The successful Bidder as Contractor shall furnish the County immediately upon execution of the Contract a Performance Bond in an amount equal to 100 percent of the contract price and a Payment Bond in an amount equal to 100 percent of the contract price, each in the form provided in the Contract Documents. The Surety shall be authorized to issue surety bonds in Florida and be included in the most recent United States Department of Treasury List of Acceptable Sureties. The successful Bidder shall require the attorney-in-fact, who executed the Payment Bond and the Performance Bond, to affix to each a current certified copy of their Power of Attorney, reflecting such person's authority as Power of Attorney in the State of Florida. Further, at the time of execution of the Contract, the successful Bidder shall provide a copy of the Surety's current valid Certificate of Authority issued by the United States Department of the Treasury under 31 United States Code sections 9304-9308. The Contractor shall provide two separate bonds; a combined Payment and Performance Bond for 100 percent of the contract price is not an acceptable substitute. 1.17 PUBLIC DISCLOSURE STATEMENT Any entity entering into a contract with Indian River County as Owner shall disclose any relationship that may exist between the contracting entity and an Indian River County Commissioner or Indian River County employee. The relationship with either must be disclosed as follows: Father, mother, son, daughter, brother, sister, uncle, aunt, first cousin, nephew, niece, husband, wife, father-in-law, mother-in-law, daughter-in-law, son-in-law, brother-in-law, sister -m - law, stepfather, stepmother, stepson, stepdaughter, stepbrother, half brother, half sister, grandparent, or grandchild. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of the entity. 1.18 FLORIDA PRODUCED LUMBER The selected Bidder as Contractor agrees to comply with the provisions of Section 255.20, Florida Statutes, as such statute may be amended from time to time, wherein Indian River County as Owner must specify lumber, timber and other forest products produced and manufactured in Florida whenever such products are available and their price, fitness and quality are equal. 1.19 TRENCH SAFETY Florida Statutes Section 553.60 through 553.64, known as the "Trench Safety Act" requires all contractors engaged by Indian River County, Florida to comply with Occupational Safety and Health Administration's excavation safety standard, found in 29 C.F.R. s. 1926.650 Subpart P. All prospective subcontractors are required to sign a Trench Safety Act Compliance Statement and provide compliance cost information where indicated. The costs for complying with the Trench Safety Act must be incorporated into the Bid. 1.20 PUBLIC ENTITY CRIME STATEMENT Pursuant to Florida Statutes Section 287.133(2)(a), all Bidders are hereby notified that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or 044572017 00100-8 services to a public entity (defined as the State of Florida, any of its departments or agencies, or any political subdivision); may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Florida Statutes Section 287.017 for CATEGORY TWO [currently $25,000] for a period of 36 months from the date of being placed on the convicted vendor list. A "public entity crime" means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid, proposal, reply, or contract for goods or services, any lease for real property, or any contract for the construction or repair of a public building or public work, involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 1.21 PERMITS, IMPACT, AND INSPECTION FEES. In accordance with Florida Statutes Section 218.80, the "Public Bid Disclosure Act", Indian River County as OWNER is obligated to disclose all license, permit, impact, or inspection fees that are payable to Indian River County in connection with the construction of the Work by the accepted bidder. ALL PERMIT, IMPACT, OR INSPECTION FEES PAYABLE TO INDIAN RIVER COUNTY IN CONNECTION WITH THE WORK ON THIS COUNTY PROJECT WILL BE PAID BY INDIAN RIVER COUNTY, WITH THE EXCEPTION OF RE -INSPECTION FEES AS SET FORTH IN THE CONTRACT. The bidder will not include ANY PERMIT, IMPACT, OR INSPECTION FEES in the bid. END OF SECTION 044572017 00100-9 SECTION 00300 BID FORM (Based Upon EJCDC No.0-700, 2002 Ed.) PROJECT IDENTIFICATION: Indian River County Bid # 2008027 South RO Water Treatment Plant Improvements PROJECT DESCRIPTION: Furnish all labor and materials necessary to complete the South R.O. Water Treatment Plant Improvements including the following: relocation of permeate acid injector, installation of new acid supply and containment piping, modifications to raw water blend piping including acid injector and static mixer, remove and install three (3) new 150 hp horizontal split case high service pumps including bases, couplings, motors, all nuts, bolts, fasteners, guards, electrical wiring, disconnects, VFD's, and all other appurtenances, installation of two owner -furnished PE bulk tanks including pad, demolition of existing entrance opening, piping, valves, appurtenances and hardware, integration of SCADA system programming,modification of RO trains including replacement of sample tubing, permeate hoses, 6" permeate headers, permeate port end adapters, appurtenances and hardware, replacement of up to a total of twelve (12) new 6M pressure vessels,. painting and architectural treatment and accessory items, as depicted in these documents. THIS BID IS SUBMITTED TO: Indian River County Purchasing Department Via Mail: 1800 27th Street Building B Vero Beach, FL 32960 1. The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an agreement with Owner in the form included in the Contract Documents to perform and furnish all work as specified or indicated in the Contract Documents for the Contract Price and within the Contract Time indicated in the Contract Documents and in accordance with the other terms and conditions of the Contract Documents. 2. Bidder accepts all of the terms and conditions of the Advertisement or Invitation to Bid and Instructions to Bidders. This Bid will remain subject to acceptance for sixty (60) days after the day of Bid opening. Bidder will sign and submit the Agreement with the bonds and other documents required by the Bidding Requirements within fifteen (15) calendar days after the date of Owner's Notice of Award. 3. In submitting this Bid, Bidder represents, as more fully set forth in the Agreement, that: (a) Bidder has examined copies of all the Bidding Documents and of the following Addenda (receipt of all which is hereby acknowledged): Date 044572017 00300-1 Number 0 I (b) Bidder has familiarized itself with the nature and extent of the Contract Documents, the work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or finishing of the work. (c) Bidder has studied carefully all reports and drawings of subsurface conditions and drawings of physical conditions which are identified in Paragraph SC -4.02 of the Supplementary Conditions of the extent of the technical data contained in such reports and drawings upon which Bidder is entitled to rely. (d) Bidder has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests, reports and studies (in addition to or to supplement those referred to in (c) above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as Bidder considers necessary for the performance or furnishing of the work at the contract price, within the contract time and in accordance with the other terms and conditions of the contract documents, including specifically the provisions of Paragraph 4.02 of the General Conditions; and no additional examination, investigations, explorations, test, reports, studies or similar information or date or will be required by Bidder for such purposes. (e) Bidder has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing underground facilities at or contiguous to the site and assumes responsibility for the accurate location of said underground facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said underground facilities are or will be required by Bidder in order to perform and furnish the work at the contract price, within the contract time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of Paragraph 4.04 of the General Conditions. (f) Bidder has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. (g) Bidder has given Engineer written notice of all conflicts, errors or discrepancies that it has discovered in the Contract Documents and the written resolution thereof by Engineer is acceptable to Bidder. (h) This bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm, or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; Bidder has not solicited or induced any person, firm or corporation to refrain from bidding; and Bidder has not sought by collusion to obtain for itself any advantage over any other Bidder or over Owner. 044572017 00300-2 4. Bidder will complete and include with the bid the Schedule of Bid Items attached to this proposal. The quantities shown on the Schedule of Bid Items are approximate quantities to be used for the purpose of comparing bids. The actual quantities may vary. It is further understood that the actual amount of the Agreement, and payments there under, will be based upon the actual quantities placed into the work. 5. Bidder agrees that the work will be completed in accordance with the following time frame: The CONTRACTOR shall be substantially completed with the work One Hundred and Eighty (180) calendar days after issuance of the Notice to Proceed, in accordance with Paragraph 2.03 of the General Conditions, and be completed and ready for final payment in accordance with Paragraph 14.07 of the General Conditions within Two Hundred and Ten (210) calendar days after the issuance of the Notice to Proceed. 6. The following documents are attached to and made a part of this Bid: (a) Certificate of Compliance with the Florida Trench Safety Act (Section 00300 Bid Form). (b) Disclosure of Relationships (Section 00452) (c) General Information Required for Bidders (Section 00456) 7. The terms used in this Bid, which are defined in the General Conditions of the Construction Contract included as part of the Contract Documents, have the meanings assigned to them in the General Conditions. Contractor acknowledges the insurance requirements of Section 00700 as amended by Section 00800 and any other addendums and agrees to provide said insurance upon award of contract. BIDDER INFORMATION: SUBMITTED ON: �l I O(DATE) SUBMITTED BY: .Lrv�trs�a�e Nara �r�rq t o10(NAME OF BIDDER) Gya/ �oUgrEc /�rc, orio, (STREET ADDRESS) /`K �V 4 (CITY, STATE, ZIP) (PHONE#) (FAx #) (E-MAIL) Qy �W 2J3°2 3 (FEDERAL ID #) C &wC 0'6tQ Q (FLORIDA LICENSE #) SIGNED BY: ,O. J P,�i� (SIGNATURE) 044572017 00300-3 (PRINTED NAME) (TITLE) I D South RO Water Treatment Plant Improvements The bid shall include costs for furnishing to the OWNER all materials, equipment, and supplies and for all costs incurred in completing the work including installation of all materials, equipment, and supplies furnished, complete in place and ready for continued service, all other labor, permit fees, taxes, insurance, miscellaneous costs, overhead and profit. This Contract is a LUMP SUM CONTRACT and BIDDER is to include all costs BIDDER may anticipate during the length of this project and the contract. Each BIDDER shall include all extras the BIDDER may determine necessary to provide the quantity and quality of Work required by the Contract Documents. The base bid shall include the allowance listed below. 1. Bidding Contingency $_20,000 2. Lump Sum Contract Bid $ A45y (000, °= Grand Total Base Bid (item 1 plus item 2): $ a?`{� &CO , $ A Y. wo i S 044572017 00300-4 BID FORM for BID 2008027 South RO Water Treatment Plant Improvements Indian River County Utilities .-Unit Price Total Modify RO Treatment Trains 'Modi Chemical Systems Quantit Total Unit Replace , Electrical PumpsInstall Modification Train .. 1 Scale Inhibitor Bulk Tanks-© '' S stein Improvemetits1 Operational It--g- �ir�Al[�1�,t►�L�1�J r• r• 'Bidding Price 1. Supply and install new vessel sample tubing • LE • ��9J! P �. rv.hi �,iy; Yt ` nl%{ix.�iSf { � �xY yl 'k `j 1... :w`i1NR3�i ):rll^ i II 96 Train Repair Schedule Quantit Total Unit Total Modification Train # 1 2 3 4 Quantity Price Price 1. Supply and install new vessel sample tubing 48 48 0 0 96 from vessels to sample panel. �3$. �w 8 2. Supply and install new vessel sample tube 48 48 48 48 192 3. fittings from vessels. Ir g•5 •1 &3:2 3. Supply and install new vessel permeate 48 48 20 20 136 hoses, sample taps & associated fittings from vessel to permeate headers. 153,C4 5D 6o8 4. Supply and install new 6" permeate headers 4 4 0 0 8 r with saddle adapters, permeate port hose adapters and 1/2" air relief valves at top of each i header plumbed to floor or drain area. LRO 5. Repair leaking 6" permeate header ports and4 4 2 2 12 install new permeate port hose adapters. ao I o 6. Supply and install new Galvanized Style 77 40 136 192 144 512 victaulic couplings with 316 SS hardware on the feed, interstage, and concentrate stainless steel headers and J -bend junction. J 3b 7. Supply and install up to a total of twelve (12) 12 6M pressure vessels, removal of old vessels, associated parts with membrane swap out Ar including pigging and serial number data. 3 8. Replace broken permeate port end adapters 10 10 10 10 40 02 ports using owners stocked parts as required. gr Total 044572017 00300-5 TRENCH SAFETY ACT COMPLIANCE STATEMENT Project South RO Water Treatment Plant Improvements Bid Number # 2008027 Instructions Florida Statutes Sections 553.60 through 553.64, known as the "Trench Safety Act" requires all contractors engaged by Indian River County, Florida to comply with Occupational Safety and Health Administration's excavation safety standard, found in 29 C.F.R. s. 1926.650 Subpart P. All prospective contractors are required to sign this Trench Safety Act Compliance Statement and provide compliance cost information where indicated below. The costs for complying with the Trench Safety Act must be incorporated into this Project's base Bid. Certify this Statement in the presence of a notary public. Certification 1. I understand that the Trench Safety Act requires me to comply with OSHA excavation safety standards found in 29 C.F.R. section 1926.650 Subpart P. I will comply with The Trench Safety Act and I will design and provide trench safety systems at all trench excavations in excess of five feet in depth for this Project. 2. The estimated cost imposed by compliance with The Trench Safety Act will be: Dollars 1, b per linear foot of trench to be excavated. 3. The estimated cost imposed by compliance with the Trench Safety Act will be: O . oa Dollars b , vo per square foot of special shoring used. 4. The amount listed above has been included within the Base Bid. Certified: By: STATE OF: !"*,0.Ssal 05ig S COUNTY OF: The foregoin by �,no (Signature) 4190,/c[ A /� (Typed or Printed Name) instrument was acknowledged before me this day of �.. who is personally known to me or has produced and who did (did not) take an oath. Notary Public Lei "ffix seal) My Commission Expires: OFFICIAL NOTAPY PUBLIC • •Tj • 044572017 00300-6 as ME I STATE OF: !"*,0.Ssal 05ig S COUNTY OF: The foregoin by �,no (Signature) 4190,/c[ A /� (Typed or Printed Name) instrument was acknowledged before me this day of �.. who is personally known to me or has produced and who did (did not) take an oath. Notary Public Lei "ffix seal) My Commission Expires: OFFICIAL NOTAPY PUBLIC • •Tj • 044572017 00300-6 as ME If Bidder is: A CORPORATION By:_ :Zw+er By:. (Corporate Scal) ATTEST:' Business « ddress: By: Business address: (Corporation Name) (State of Corporation) a Lc (Name of Person Authorized to Sign) .I e„j (Title) t) (General Partner) END OF SECTION 00300-7 (SEAL) X191. (�&aou 106 07/16/08 17410 FAX 17722860138 KIM1E'Y HORN SECTION 00431 SCHEDULE OF SUBCONTRACTORS The following are the subcontractors to be used if the undersigned is awarded the contract for this project. NAME & ADDRE&5 TYPE OF WORK P.v.Pox Iou2J Vit" $"., 1, 3q/o J 003 , 004 Total dollar amount that will be cm awarded to Sub -contractors: ' $ NOTE: The above Schedule of Subcontractors will become a part of the contract that has been awarded and duly executed and. must be submitted in writing to the OWNER for approval prior to that sub -contractor performing the work. END OF SECTION S:O"\0445 I7-SROtippadcgU%icII knpmvancnts\60NMUCTION1(P)SPrcifintioli\ ddtnduTmADDFA7')t'`r1 1`TO�.doc 2 l0'd ZS:6 90OZ ZZ Inf Z6LltrtrL8L6:Xe3 9NI833NION3 31VIS831NI SECTION 00410 AIA DOCUMENT A310 BID BOND The Contractor shall use the document form entitled "AIA Document A310 Bid Bond". 044572017 00410-1 SECTION 00452 DISCLOSURE OF RELATIONSHIPS THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. This sworn statement is submitted with Bid, Proposal or Contract No. 2008027 for the South RO Water Treatment Plant Improvements. 1. This sworn statement is submitted by: TC- Snd2 ►A�3 (Name of entity submitting sworn statement) whose business address is: C,I(*il Cowa r e i s &"a C J-- (oo k4A00 and (if applicable) its Federal Employer Identification Number (FEIN) is cy-oa77J3.23 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement 1 2. My name is 'k.. (Please print name of individual signing) and my relationship to the entity named above is NcsileAi 3. I understand that an "affiliate" as defined in Section 105.08, Indian River County Code, means: The term "affiliate" includes those officers, directors, executives,'partners, shareholders, employees, members, and agents who are active in the management of the entity. 4. I understand that the relationship with a County Commissioner or County employee that must be disclosed is as follows: Father, mother, son, daughter, brother, sister, uncle, aunt, first cousin, nephew, niece, husband, wife, father-in-law, mother-in-law, daughter-in- law, son-in-law, brother-in-law, sister-in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, half brother, half sister, grandparent or grandchild. 5. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. Please indicate which statement applies. _ Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, have any relationships as defined in Section 105.08, Indian River County Code, with any County Commissioner or County employee. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity have the following relationships with a County Commissioner or County employee: 044572017 00452-1 (signature) A t &Ar Q Ps"' (date) STATE OF sic s COUNTY OF52_aC Personally appeared before me, the undersigned authority, Kr no `cj �� kL. who after first being sworn by me, affixed his/her signature in the space provided above on this 3 rd day of 20 02�:. Notary Public, State at large My Com,•nission Expires: ,. OFFICIAL • at at kJ• 1 END OF SECTION 044572017 00452-2 Name of Affiliate Name of County Relationship or Entit Commissioner or employee 1. 2. 3. 4. 5. 6. 7. 8. (signature) A t &Ar Q Ps"' (date) STATE OF sic s COUNTY OF52_aC Personally appeared before me, the undersigned authority, Kr no `cj �� kL. who after first being sworn by me, affixed his/her signature in the space provided above on this 3 rd day of 20 02�:. Notary Public, State at large My Com,•nission Expires: ,. OFFICIAL • at at kJ• 1 END OF SECTION 044572017 00452-2 SECTION 00456 GENERAL INFORMATION REQUIRED OF BIDDERS The undersigned Bidder Guarantees the truth and accuracy of all statements and answers herein contained. Failure to comply with these requirements may be considered sufficient justification to disqualify a Bidder. Additional sheets shall be attached as required. Documentation Submitted with Indian River County Bid No: 2008027 for the South RO Water Treatment Plant Improvements 1. How many years has your organization been in business as a General Contractor? 48 y 2. Describe and give the date and owner of the last three projects that you have completed within the previous 2 years which are similar in type, size, and nature as the one proposed? Required information shall include the project scope, Contract amount, date of Notice to Proceed, date of project final completion, number and amounts of change orders and magnitude of assessed liquidated damages", Vif applicable. Use additional sheets as required. t \Q C"� 3. Have you ever failed to complete work awarded to you? If so, where and why? 0 4. Provide the name, title, and contact information, including phone numbers, of three individuals or corporations for which you have performed similar work that Indian River County may contact for a reference: r PeiIc%n`� ke(er r.mi PDfl W 954-510 19MM lMs Arw[5 561-6Q7w7o6Q N95 &10A goula pkg 66 Sf 55 5. Name of person who inspected site or proposed work for your firm: Name: 5 M, 14nfanl.E(.n Date of Inspections: 17LJ2 o Describe any anti ipated problems with the site and your proposed solutions: 044572017 00456-1 6. Will you Subcontract any part of this Work? If so, describe which portions: °�es 7. Please list the names and addresses of the subcontractors to be used for the portions of the work listed below. Additional information will be required in accordance with the Instructions to Bidders (Section 00100). MECHANICAL: ELECTRICAL: INSTRUMENTATION: 8. What equipment do you own that is available for the work? `\0.C.L .a d 9. What equipment will you purchase for the work? 10. What equipment will you rent for the work? Opo,,je, 11. Florida General Contractor's License No: C COMOZO 12. The following is given as a summary of the Financial Statement of the undersigned: (List Assets and Liabilities andel use insert sheet if necessary.) LtAgtL,rSES /'Qsh _ 863,74_ jA?cico L)nfs e,, 2, 535 749 r"A 36z'I*I Re+1vvweo4 Plan r to 6359 !6 5,874 U44300456-2 %rrfttlLI�&A/*/,P� 4 957Z 13. List the names and titles of ALL officers of Contractor's firm: 14 14rno)d R K6 T ,7oe1 Leman 7'rea5 u rer CVrK State the true and exact, correct, and complete name under which you do business. BIDDER is: 15. State your total bonding capacity: FM 16. State your bonding capacity for each job: X15 ac�� poen NOTE: If requested by the County, the Bidder shall furnish a notarized financial statement, references and other information, sufficiently comprehensive to permit an appraisal of his current financial condition. END OF SECTION 044572017 00456-3 AVAILABLE EQUIPMENT Small Tools Qy Backhoe - 2004 John Deere 310SG 4x4 Loader Backhoe Trucks - Various Pick-up Trucks t Truck Crane -1993 International Stake Truck with a 5 Ton Capacity Boom Qw Rigging Equipment Welding Machine -1999 Miller Bobcat Welder 2256 Crane Truck — 2006 Hino 338 Stake Truck with a 18 Ton Capacity Boom Dewatering Pump Chain Falls e All OSHA Required Safety Equipment IEC owns all the listed equipment. All equipment is in good condition and is available for this project. Page 1 of 1 IEC Interstate Engineering Corp. West Water Treatment Plant Improvements — Phase IV Boynton Beach, FL Project Highlights: Interstate Engineering Corp. (IEC) is the General Contractor on this expansion project. New equipment installed included submersible turbine well pumps, vertical cartridge filters, membrane feed pumps with ADF drive and membrane feed header to new membrane trains, feedwater bypass pipe, flowmeter & control valves and membrane trains with 1.33 mgd permeate capacity. The project includes the furnishing and installing of an onsite sodium hypochlorite generation and storage system. System highlights included furnishing and installing new equipment, modifications or upgrades to existing equipment. Exterior improvements to the building, HVAC improvements across the site are also being completed. Details: Client: City of Boynton Beach Project Value: $4,9767517 Completion Date: April 2008 193 Jefferson Ave. Salem, MA 01970 (978) 744-8883 Fax (978) 744-1792 6421 Congress Ave. Suite 100 Boca Raton, FL 33487 (561) 998-4250 Fax (561) 998-4248 Interstate Engineering Corp. Photograph not available at this time St. Lucie County Fairgrounds Reverse Osmosis Systems and Degasifier Expansion Project Ft. Pierce, FL Project Highlights: Interstate Engineering Corp. (IEC) is the General Contractor for the expansion of the Fairgrounds Water Treatment Facility. The project included the addition of reverse osmosis water treatment, chemical metering systems, controls, electrical and process piping. The plant increased its production from 10,000gpd to 50,000gpd. The project included additional water storage and degasification. Details. Client: St. Lucie Board of County Commissioners Project Value: $251,500 Completion Date: July 2007 193 Jefferson Ave. Salem, MA 01970 (978) 744=8883 Fax (978) 744=1792 eAft4 w..., e..:&� wnn o...._ 01 e0DAoNY iee4% nno •nen r.... ieewi nno A4%AO SECTION 00530 - EJCDC STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE THIS AGREEMENT ("Agreement" or "Contract"), dated the 14th day of October in the year 2008 by and between Indian River County, a political subdivision of the State of Florida (hereinafter called OWNER) and Interstate Engineering Corporation (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1 WORK CONTRACTOR as an independent contractor and not as an employee shall furnish and complete all of the necessary labor, material, and equipment to perform the work as specified or indicated in the Contract Documents. The work is generally described as follows: Improvements of the County's existing South RO water treatment facility. All concrete, piping, electrical, instrumentation, and ancillary work associated with these systems are to be included. ARTICLE 2 ENGINEER The project has been designed by Kimley-Horn and Associates, Inc., hereinafter called ENGINEER, and who is to 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 completion of the work in accordance with the Contract Documents. ARTICLE 3 CONTRACT TIME 3.1 The work performed by the CONTRACTOR under this agreement shall be substantially completed within One Hundred and Eighty (180) calendar days after issuance of the Notice to Proceed, in accordance with Paragraph 2.03 of the General Conditions, and be completed and ready for final payment in accordance with Paragraph 14.07 of the General Conditions within Two Hundred and Ten (2 10) calendar days after the issuance of the Notice to Proceed. 3.2 Liquidated Damages. OWNER and CONTRACTOR 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 3.1 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. They 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 four - hundred fifty dollars ($450.00) for each day that expires after the time specified in Paragraph 3.1 for Substantial Completion. If CONTRACTOR shall neglect, refuse or fail to complete the remaining work within the Contract Time or any proper extension thereof granted by OWNER, 044527017 00530-1 CONTRACTOR shall pay OWNER four hundred fifty dollars ($450.00) for each day that expires after the time specified in Paragraph 3.1 for completion and readiness for final payment. ARTICLE 4 CONTRACT PRICE 4.1 OWNER shall pay CONTRACTOR for completion of the work in accordance with the Contract Documents in current funds in the amount of $894,600.00 ARTICLE 5 PAYMENT PROCEDURES 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. 5.1 Progress Payments. 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 ten percent (10%) of the payment amounts due to the CONTRACTOR until fifty percent (50%) completion of the work. After fifty percent (50%) completion of the work is attained as certified to OWNER by ENGINEER in writing, OWNER shall retain five percent (5%) of the payment amount due to CONTRACTOR until final completion and acceptance of all work to be performed by CONTRACTOR under the Contract Documents. Pursuant to Florida Statutes section 218.735(8)(b), fifty percent (50%) completion means the point at which the County as OWNER has expended fifty percent (50%) of the total cost of the construction services work purchased under the Contract Documents, together with all costs associated with existing change orders and other additions or modifications to the construction services work provided under the Contract Documents. 5.2 Pay Requests. Each request for a progress payment shall be submitted on the application for payment form supplied 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. After fifty percent (50%) completion, and pursuant to Florida Statutes section 218.735(8)(d), the CONTRACTOR may submit a pay request to the County as OWNER for up to one half (1/2) of the retainage held by the County as OWNER, and the County as OWNER shall promptly make payment to the CONTRACTOR unless such amounts are the subject of a good faith dispute; the subject of a claim pursuant to Florida Statutes section 255.05(2005); or otherwise the subject of a claim or demand by the County as OWNER or the CONTRACTOR. The CONTRACTOR acknowledges that where such retainage is attributable to the labor, services, or materials supplied by one or more subcontractors or suppliers, the Contractor shall timely remit payment of such retainage to those subcontractors and suppliers. Pursuant to Florida Statutes section 218.735(8)(c)(2005), CONTRACTOR further acknowledges and agrees that: 1) the County as OWNER shall receive immediate written notice of all decisions made by CONTRACTOR to withhold retainage on any subcontractor at greater than five percent (5%) after fifty percent (50%) completion; and 2) CONTRACTOR will not seek release from the County as OWNER of the withheld retainage until the final pay request. 5.3 Paragraphs 5.1 and 5.2 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 044527017 00530-2 Government Prompt Payment Act. In such event, payment and retainage provisions shall be governed by the applicable grant requirements and guidelines. ARTICLE 6 FINAL PAYMENT 6.1 ACCEPTANCE AND FINAL PAYMENT: Upon receipt of written notice that the work is ready for final inspection and acceptance, the ENGINEER will promptly make such inspection and when the ENGINEER finds the work acceptable under the terms of the Contract and the Contract fully performed, the ENGINEER will promptly issue a final completion certificate stating that the work provided for in this Contract has been completed, and acceptance by the OWNER under the terms and the conditions thereof is recommended and the entire balance found to be due the CONTRACTOR, will be paid to the CONTRACTOR by the OWNER following County Commission approval of the final Contract payment. 6.2 Acceptance of Final Payment as Release. 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 Payment and Performance Bonds. ARTICLE 7 CONTRACTOR'S REPRESENTATIONS In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: 7.1 CONTRACTOR has familiarized itself with the nature and extent of the Contract Documents, work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work. 7.2 CONTRACTOR has studied carefully all reports of explorations and tests of subsurface conditions and drawings of physical conditions which are identified in the Supplementary Conditions as provided in Paragraph 4.02 of the General Conditions, and accepts the determination set forth in Paragraph SC -4.02 of the Supplementary Conditions of the extent of the technical data contained in such reports and drawings upon which CONTRACTOR is entitled to rely. 7.3 CONTRACTOR has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests, reports and studies (in addition to or to supplement those referred to in Paragraph 7.2 above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as CONTRACTOR considers necessary for the performance of furnishing of the work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of Paragraph 4.02 of the General Conditions; and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or will be required by CONTRACTOR for such purposes. 044527017 00530-3 T4 CONTRACTOR has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing underground facilities at or contiguous to the site and assumes responsibility for the accurate location of said underground facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said underground facilities are or will be required by CONTRACTOR in order to perform and furnish the work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of Paragraph 4.04 of the General Conditions. 7.5 CONTRACTOR has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. 7.6 CONTRACTOR has given ENGINEER written notice of all conflicts, errors or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. ARTICLE 8 CONTRACT DOCUMENTS. The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the work consist of the following: 8.1 This Agreement (Section 00530). 8.2 Performance and Payment Bonds (Sections 00610 and 00612). 8.3 Notice of Award and Notice to Proceed (examples in Section 00800). 8.4 General Conditions (Section 00700). 8.5 Supplementary Conditions (Section 00800). 8.6 Specifications bearing the title " South RO Water Treatment Plant Irnprovements" as listed in the table of contents hereof. 8.7 Drawings, inclusive with each sheet bearing the following general title: " South RO Water Treatment Plant Improvements". 8.8 Addenda numbers 1 to 2 , inclusive. 8.9 CONTRACTOR'S Bid (Section 00300). 8.10 Specifications bearing the title "IRCDUS Water and Wastewater Utility Standards, October 2006" or the latest version thereof. 8.11 The following, which may be delivered or issued after the effective date of the Agreement and are not attached hereto: All written amendments and other documents amending, modifying, or supplementing the Contract Documents pursuant to Paragraphs 3.04 of the General Conditions. There are no Contract Documents other than those listed above in this Article 8. The Contract Documents may only be amended, modified or supplemented as provided in Paragraphs 3.04 of the General Conditions. 044527017 00530-4 ARTICLE 9 MISCELLANEOUS 9.1 Terms used in this Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated in the General Conditions, 9.2 It is agreed that the CONTRACTOR shall not assign, transfer, convey, or otherwise dispose of the contract or its right, title, or interest in or to the same or any part thereof, or allow legal action to be brought in its name for the benefit of others, without previous consent of the OWNER and concurred to by the sureties. Any attempted assignment shall be void and may, at the option of the OWNER be deemed an event of default hereunder. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the OWNER who may be a party hereto. 9.3 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 of all covenants, agreements and obligations contained in the Contract Documents. 9.4 The CONTRACTOR shall be properly licensed to practice its trade or trades which are involved in the completion of this Agreement and the work thereunder. 9.5 This Agreement 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 agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. 9.6 CONTRACTOR agrees to indemnify and hold harmless the OWNER, together with its agents, engineers, employees, elected officers and representatives, from liabilities, damages, losses, and costs, including but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the CONTRACTOR and persons employed or utilized by the CONTRACTOR in the performance of the work under this Agreement. This indemnification and hold harmless provision shall survive the termination or expiration of this Agreement. The indemnification is limited to $5 million per occurrence. 9.7 Pledge of Credit. The CONTRACTOR shall not pledge the OWNER'S credit or make it a guarantor of payment or surety for any Agreement, debt, obligation, judgment, lien or any form of indebtedness. The CONTRACTOR further warrants and represents that it has no obligation of indebtedness that would impair its ability to fulfill the terms of this Agreement. 9.8, Counterparts. This Agreement may be executed in one or more counterparts, but all such counterparts, when duly executed, shall constitute one and the same Agreement. 9.9, Public Records. The OWNER and the CONTRACTOR shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law) in connection with this Agreement. (Remainder of This Page Intentionally Left Blank) 044527017 00530-5 IN WITNESS WHEREOF, OWNER AND CONTRACTOR have signed this Agreement the day and year first written above. This Agreement will be effective on October 14 rp, OWR "'��,` f, Indian gi 'County .Board offCounty Co 's ' rs T,�,awra- t_ bowaen Chairman 7'. Attests �J.K.:Barlc6,_C3erk of the Circuit Court i. 7AI!Y��L_1CJCAr�.� By. Deputy Clerk Approved By: A`. Baird, County Administrator Approved as to Form end Sufficiency: Attorney Address for giving notices 1800 27th Street Vero Beach, Florida 32960 11: CONTRACTOR INTERSTATE ENGINEERING CORPORATION LM (CORPORATE SEAL) Attest: Address for giving notices 6421 Congress Avenue, Suite 100 Boca Raton, FL 33487 License No. CGC 058020 Agent for service of process: Arnold Pike END OF SECTION 044527017 00530-6 . 1950981 RECORDED IN THE RECORDS OF JEFFREY K BARTON, CLERK CIRCUIT COURT INDIAN RIVER CO FL, BK: 2295 PG: 2284, 10/03/2008 11:28 AM Bond No. 929461647 SECTION 00610 PERFORMANCE BOND TATS IS AN INSTRUCTION, NOT PART OF THE BOND The bond must state cu its front page: the name, principaa business address, and phone number of the contractor, the surety, the owner of the property bemg.4uproved, and, if different from the owner, the contracting public entity; the, contract number. assigned by the contractffiing public entity; and a description of the project sufficient to identify it, such as a legal description or the street address of the property. being improved, and a general description of the improvement, and the bond number. KNOW ALL MEN BY THESE PRESENTS: ('yal I=% A.r�, S�► � 100 BYTHIS BOND, we _Interstate EngineerI Cor 3c' P -6e 3348`1 8 p ,-A� qq8. 4 a.5: as Principal, i and WesternSurety Company , .a corporation, as Surety, are held and firmly bound unto the County of Indian River, Florida, in the sums of Eight Hundred NinetymFour Thousand Six u....a.._,, __L rani.. Dollars (� _�__, amounting to 100% of the total bid price. For the piyriient of said sutra we bind ourselves, our heirs, executors, administrato rtd j assigns, j ndy and severally, for the faithful performance of a certain written Contract, dated then day d ian River, foor:r: of Ind20MI, entered into between the Principal and the County i Project Name: South RO Water Treatment Plant improvements " County noject )aid Number: 2008027 County Project Number; UCP 2859 Project Address: 15009", Street (Oslo Rd.) . .. _. ._..... Vero Begeli, FL 32962 Project Description: 1. Fliraish all labor and materials necessary to complete the South R.O. Water Treatment Plant .�Improvenments including the following: relocation of permeate acid injector, installation of new acid supply and c6atainmeot piping, modifications to raw water blend piping including acid injector and static mixer, remove and install three (3) new 150 hp horizontal split case high service pumps including bases, couplings, motors, all nuts, bolts, fasteners, oua!ds, electrical _ . wiring, disconnects, VFD's, and all other appurtenances, installation of two owner -furnished PE bulk tanks including pad, demolition of existing entrance opening, piping, valves, appurtenances and hardware, ihtegtation of SCADA system programming, modification of RO trains including replacement of simple _.. tubing, permeate hoses, 6" permeate headers, permeate port end a0.apters, r appurtenances and hardware, replacement of up to a total of twelve (12) new 6M pressure vessels, painting and architectural treatment and accessory items, as depicted in these documents. 0: 044572017 00610-1 A6TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK BK: 2295 PG: 2285 A copy of said Contract is incorporated herein by reference and is made a part hereof as if fully copied herein. r NOW, THEERFFORE, THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that if the Principal shall in all respects comply with the terms and conditions of said Contract and its obligations .thereunder, including all of the Contract Documents therein referred to and made a pan thereof, and such alterations as may be made in the Contract Drawings and Specifications is therein provided for, and shall indemnify and save harmless the County of Indian River against and from all expenses, costs, and attorney's fees, including appellate proceedings, as set forth in the Contract, that Owner sustains because of a damages, injury or conduct; want of care or skill, negligence or default, including patent infringement on the part Of the Principal, his agents 4or employees, in the. execution or performance of said Contract, acid further, if the Principal shall promptly make payments to ll who supply him with,labor and/or materials used directly or indirectly by the Principal in the prosecution of the Work provided for in said Contract, then this obligation shad be dull and void; otherwise; the Principal and Surety, jointly and severally, agree to pay Indian River County any difference between the sung that Indian River County may be obliged to pay for the completion of said Work, by contract or otherwise, acrd any damages, whether dizect, indirect, or consequential,_ including reasonable attorney's fees (including appellate proceedings), which the County of Indian River may incur as a result of the failure of the Principal to properly execute all of the provisions of the Contract, ANP, the said Principal and Surety hereby further bind themselves, their successors, executors, administrators and assigns, joindy and severally, that they will amply and fully protect the County of Indian River against, and will pay any and all amounts, damages, costs and judgments which maybe recovered against or which the County of Indian River may be called upon to pay to any person or corporation by reason of any damage arising from the performance of the said work, repair or maintenance thereof, or the manner of doing the same, or his agents or his servants, or the infringements of any patent rights by reason of the use of any material furnished or work done, as aforesaid or otherwise. AND, the said Surety, for value received, hereby stipulates and agrees that•no change, extension of time, alteration or addition to the tetras of the Contract or to the work to be performed thereunder, or the Specifications or Drawings accompanying the same, shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of tune, alteration or addition to the terms Of the CoUtrict or tolhe Work or -to the Specifications or Drawings. AND, the said Principal and Surety jointly and severally covenant and agree that this Bond will remain in full force and effect for a period of one year commencing on the date of Substantial Completion as established on the Certificate of Substantial Completion as issued by the County of Indian River. Principal and Surety expressly acknowledge that any and all provisions relating to liquidated damages contained in the Contract Documents are expressly covered by and made a part of this Bond. Principal and Surety acknowledge that any such provision lie within their obligations and within the coverages and limitations of this Bond. Florida Statutes Section 255.05 (2007), as amended from tinge to time,, together with all notice and time . provisions contained in subsection (2) of Florida Statutes Section 255.05 (2007), is incorpori.eed herein in its entirety by this reference, 044572017 00010;2 �D A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK ' Y A copy of said Contract is incorporated herein by reference and is made a part hereof as if fully copied herein. r NOW, THEERFFORE, THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that if the Principal shall in all respects comply with the terms and conditions of said Contract and its obligations .thereunder, including all of the Contract Documents therein referred to and made a pan thereof, and such alterations as may be made in the Contract Drawings and Specifications is therein provided for, and shall indemnify and save harmless the County of Indian River against and from all expenses, costs, and attorney's fees, including appellate proceedings, as set forth in the Contract, that Owner sustains because of a damages, injury or conduct; want of care or skill, negligence or default, including patent infringement on the part Of the Principal, his agents 4or employees, in the. execution or performance of said Contract, acid further, if the Principal shall promptly make payments to ll who supply him with,labor and/or materials used directly or indirectly by the Principal in the prosecution of the Work provided for in said Contract, then this obligation shad be dull and void; otherwise; the Principal and Surety, jointly and severally, agree to pay Indian River County any difference between the sung that Indian River County may be obliged to pay for the completion of said Work, by contract or otherwise, acrd any damages, whether dizect, indirect, or consequential,_ including reasonable attorney's fees (including appellate proceedings), which the County of Indian River may incur as a result of the failure of the Principal to properly execute all of the provisions of the Contract, ANP, the said Principal and Surety hereby further bind themselves, their successors, executors, administrators and assigns, joindy and severally, that they will amply and fully protect the County of Indian River against, and will pay any and all amounts, damages, costs and judgments which maybe recovered against or which the County of Indian River may be called upon to pay to any person or corporation by reason of any damage arising from the performance of the said work, repair or maintenance thereof, or the manner of doing the same, or his agents or his servants, or the infringements of any patent rights by reason of the use of any material furnished or work done, as aforesaid or otherwise. AND, the said Surety, for value received, hereby stipulates and agrees that•no change, extension of time, alteration or addition to the tetras of the Contract or to the work to be performed thereunder, or the Specifications or Drawings accompanying the same, shall in any way affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of tune, alteration or addition to the terms Of the CoUtrict or tolhe Work or -to the Specifications or Drawings. AND, the said Principal and Surety jointly and severally covenant and agree that this Bond will remain in full force and effect for a period of one year commencing on the date of Substantial Completion as established on the Certificate of Substantial Completion as issued by the County of Indian River. Principal and Surety expressly acknowledge that any and all provisions relating to liquidated damages contained in the Contract Documents are expressly covered by and made a part of this Bond. Principal and Surety acknowledge that any such provision lie within their obligations and within the coverages and limitations of this Bond. Florida Statutes Section 255.05 (2007), as amended from tinge to time,, together with all notice and time . provisions contained in subsection (2) of Florida Statutes Section 255.05 (2007), is incorpori.eed herein in its entirety by this reference, 044572017 00010;2 �D A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK BK: 3 2295 PG: s•..r 2286 IN'WITNESS WHEREOF, a above bound parties executed this instrument under their several seals, this ..144' day of , 20.OA, the name and corporate seal of each corporate party being hereto affixed and t ese presents duly signed by its undersigned representative, pursuant to authority of its governing body. WHEN THE PRINCIPAL IS A CORPORATION: Attest: Selary ✓ � , Interstate Engineering Corp. Name of Corporation (Affix Corporate SEAL) � I Printed Name Official Title I certify that I am the Secretary of the corporation named as Principal in the within b d; that who signed the said bond on behalf of the Principal was thep CM(Lb! A D of said corporation: that I know his signature, and his signature thereto is genuine; and that said Bond was duly signed, sealed and attested for and on behalf of Sod corporation by authority of Its governing body. Secretary to 044572017 00610-3 A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK BK: 2295 PG: 2287 r Western Surety Company + r �p ,y4 Secretary Corporate Sure Newport Avenue Extensioir 40 de Ouincv. MA 02171 r Business ddressPAN _ COUNTS IG$ BY: Affix Corporate S i } • p '✓ S a-4.� X y: Jo is 1 Piet angelo Nicole Roy Li. nse Resident A ent, FL _ A2 358 Attomey-In-Fact Aon Risk Services, Inc. Name of Local Agency One Federal Street, 20th floor Boston, MA 02110 Business Address STATE OF BXCBMD&MASSACHUSETTS COUNTY OF 11 1 & 00MM SUFFOLK k ' Before me, a Notary Public, duly commissioned, qualified and acting, personally appeared Nicole Roy _ _ to = well known, who being by me first duly sworn upon oath, says that he is the amomey-in-fact for the Westmy �nm�x and that he has been authorized by Western Surety Comyanv to execute the foregoing bond on behalf of the CONTRACTOR named therein in favor of the County of Indian River, Florida. Subscribed and sworn to before me this .�_ day of 20101 Notary Mc, State of X§= Massachusetts Jean oker My Commission Expires: 1/23/09 Jew Brooker NOTARY PUBLIC My ecmrii b aq*w Jan. 2J. 2 00 END OP SECTION 044572017 00610:4 �. n.7k•'J ! . .. td aft �7yu�r..4i P� --A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK i3K: 2295 PG: 2288 r i< SECTION 00612 PAYMENT BOND Bond No. 929461647 THUS IS AN INSTRUCTION, NOT PART OF THE BOND The bond must state on its front•page: the name, principal business address, and phone number of the contractor, the surety, the owner of the property being improved, and, if different from the owner, the contracting public entity; the contract number assigned by the contracting public entity; and a description of the project f suficient to identify it, such as a 1 i egal desctiption or the street address of the property being improved, and a general description, of the improvement, and the bond number. it loK.ss f�tft Su l00 l.�t.t� d 3:�}p� KNOW ALL MEN BTiESE PRESENT�i BY THIS BOND we n erataTe Western �ainPnr ng cnrn`� , as Principal, and Surety Company , a i coEoration, as Surety, are held and firmly bound unto the Couaty of Indian River, Florida, in the sum of � hHunHnd5ednn188 109our Thousand Dollars 4,600,00 l�_,, amounting to 100T0 of the total bid price. For the payment of said sm uwe bind ourselves, our heirs, executors; administrators and assigns, jointly and severally, for the faithful performance of a certain written Contract, dared the 44*� day of Stect o ,,Non r , 2008, entered into between the Principal and the County of Indian River, Project Name: "South RO Water Treatment Plant Improvements" County Project Bid Number: 2008027 County Project Number: !LM59 Project Address: 1500 9d' Street (Oslo Rd.) Vero Beach. FL 32962 Project Description: 1 Furnish all labor and matezials necessary to complete the South R.O. Water Treatment Plant Improvements including the following: relocation of permeate acid injector, installation of new acid supply and containment piping, modifications to raw water blend piping including acid injector and static mixer, remove and install three (3) new 150 hp horizontal split case high service pumps including bases, couplings, motors, all nuts, bolts, fasteners, guards, electrical wiring, disconnects, VFD's, and all other appurtenances, installation of two owner=furnished PE bulk tanks including pad, demolldonof existing entrance opening, piping, valves, appurtenances and bardware, integration of SCADA system programming, modification of RO trains including replace;nent of sample tubing, pernuate hoses, 6" permeate headers, permeate port end adapters, appurtenances and hardware, replacement of up to a total of twelve (12) new 6M pressure vessels, painting and architectural treatment and accessory items, as depicted in those documents. 044572017 00612-1 'A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK `tti J 1 Furnish all labor and matezials necessary to complete the South R.O. Water Treatment Plant Improvements including the following: relocation of permeate acid injector, installation of new acid supply and containment piping, modifications to raw water blend piping including acid injector and static mixer, remove and install three (3) new 150 hp horizontal split case high service pumps including bases, couplings, motors, all nuts, bolts, fasteners, guards, electrical wiring, disconnects, VFD's, and all other appurtenances, installation of two owner=furnished PE bulk tanks including pad, demolldonof existing entrance opening, piping, valves, appurtenances and bardware, integration of SCADA system programming, modification of RO trains including replace;nent of sample tubing, pernuate hoses, 6" permeate headers, permeate port end adapters, appurtenances and hardware, replacement of up to a total of twelve (12) new 6M pressure vessels, painting and architectural treatment and accessory items, as depicted in those documents. 044572017 00612-1 'A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK BK: 2295 PG: 2289 A copy of said Contract is incorporated herein by reference and is made a part hereof as if fully copied herein. NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that, if the Principal shall promptly make payments to all claimants, as 4ereiri below defined, then this pbligation shall be void; otherwise, thfs'Bobd shall6iemain in full force and effect, subject to the following terms and conditiooso 1. A claimant is defined as any person supplying the Principal with labor, materials or supplies, used directly or indirectly by the Principal in the prosecution of the Work provided for in said Contract, and is further defined in Florida Statutes Section 713.01. 2. Florida Statutes Section 255.05 (2007), as amended from time to time, together with all notice incl time provisions contained in subsection (2) of Florida Statutes Section 255.05, is incorporated herein in its entirety by this reference The Surety, for value received, hereby stipulates aAd agrees that no charge, -extension of tune; alteration of or addition to.the terms of the Contract or to the work to be performed thereunder or to the Specifications applicable thereto, shall in any way affect its obligations on this Bond, and the Surety hereby waives notice of any such change, extension of time, alterations of or addition to the terms of the Coritzadt; or to the work of to the Specifications. The Surety represents and warrants to the County of Indian River that it has a Best's Key Rating Guide, General Policyholder's rating of "A" and Financial Size Category of Class "X". The Principal and Surety jointly and severally covenant and agree that this Bond will retrain in full force and effect for a period of one year commencin; on the date of Substantial Cotncpletion as established on the Certificate of Substantial Completion as issued by the County of Indian River. The Principal and Surety jointly and severally, agree to pay the County of Indian River all losses, damages, expenses, costs, and attorney's fees, including appellate proceedings, that the County of Indian River sustains because of a default by the Principal under the Contract. IN WITNESS F, the above bound parties executed this instrument under their. several seals, this =l= day of _ 5yr ks n,✓ , 20.bJL. the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to .... authority:of its governing body. *572017 00612-2 A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK i A copy of said Contract is incorporated herein by reference and is made a part hereof as if fully copied herein. NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION ARE SUCH, that, if the Principal shall promptly make payments to all claimants, as 4ereiri below defined, then this pbligation shall be void; otherwise, thfs'Bobd shall6iemain in full force and effect, subject to the following terms and conditiooso 1. A claimant is defined as any person supplying the Principal with labor, materials or supplies, used directly or indirectly by the Principal in the prosecution of the Work provided for in said Contract, and is further defined in Florida Statutes Section 713.01. 2. Florida Statutes Section 255.05 (2007), as amended from time to time, together with all notice incl time provisions contained in subsection (2) of Florida Statutes Section 255.05, is incorporated herein in its entirety by this reference The Surety, for value received, hereby stipulates aAd agrees that no charge, -extension of tune; alteration of or addition to.the terms of the Contract or to the work to be performed thereunder or to the Specifications applicable thereto, shall in any way affect its obligations on this Bond, and the Surety hereby waives notice of any such change, extension of time, alterations of or addition to the terms of the Coritzadt; or to the work of to the Specifications. The Surety represents and warrants to the County of Indian River that it has a Best's Key Rating Guide, General Policyholder's rating of "A" and Financial Size Category of Class "X". The Principal and Surety jointly and severally covenant and agree that this Bond will retrain in full force and effect for a period of one year commencin; on the date of Substantial Cotncpletion as established on the Certificate of Substantial Completion as issued by the County of Indian River. The Principal and Surety jointly and severally, agree to pay the County of Indian River all losses, damages, expenses, costs, and attorney's fees, including appellate proceedings, that the County of Indian River sustains because of a default by the Principal under the Contract. IN WITNESS F, the above bound parties executed this instrument under their. several seals, this =l= day of _ 5yr ks n,✓ , 20.bJL. the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to .... authority:of its governing body. *572017 00612-2 A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK BK: 2295 PG: m 2290 WAN FH]E ERnvCMAL IS A CORPORATrON: Interstate Engineering Corp. Name of Corporation f1 BY: (Affix Corporate SEAL) Printed Name Official Title K 110 59M9142 7 To It � certify that I am the Secretary of the corporation named as Principal in the within bond; That 'Kr v�o k tL Q. . who signed the said bond on behalf of the Principal was then c 9�.5 c1 n •tet of said corporation: ' that I know his signati re, and his -so =� ` thereto is genuine; that and said Bond was duly signed, sealed and attested for and on behalf ? �' corporation by authority of Its govemjibody. . (SEAL) TO BEC[TTEriBY CORPORATE SUREI Y: Attest: Western Sui Secretary Corporate Surety Business BY: Nicole Roy t.. Attorney -In -Fact Aon Risk Services „Inc. Name of Local Agency. One Federal Street, 20th Floor 044572017 00612-3 0 'A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK BK: 2295 PG: 2291 • • =90= MASSACHUSETTS COUNTY OF SUFFOLK Before me, a Notary public, duly comrussioned, qualified and siting, personally appeared Nicole Roy , to me well )mown, who being by. me first duly sworn upon oath, says that he is the attornoy-in-fact for the _Mai ompany and that he has.been autborized by Western Surety Company to execute the foregoing bond on behalf of the CONTRACTOR named therein in favor of the County of Indian River, Florida. Subscribed and sworn to before me this day of My. Commission Expires: 1 NOW" Public,'State of MOM Massachusetts Je/4l/i¢ Brooker END OP SECTION 044$72017 00612-4 A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK e= • • =90= MASSACHUSETTS COUNTY OF SUFFOLK Before me, a Notary public, duly comrussioned, qualified and siting, personally appeared Nicole Roy , to me well )mown, who being by. me first duly sworn upon oath, says that he is the attornoy-in-fact for the _Mai ompany and that he has.been autborized by Western Surety Company to execute the foregoing bond on behalf of the CONTRACTOR named therein in favor of the County of Indian River, Florida. Subscribed and sworn to before me this day of My. Commission Expires: 1 NOW" Public,'State of MOM Massachusetts Je/4l/i¢ Brooker END OP SECTION 044$72017 00612-4 A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK BK: 2295 PG: 2292 Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint Jean M Feeney, Kevin A White, Mark P Herendeen, Susan M Kedian, Jean Brooker, Michael J Cusack, John J Gambino, Nicole Roy, Individually of Boston, MA, its true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders of the corporation. In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Senior Vice President and its corporate seal to be hereto affixed on this 28th day of July, 2008. State of South Dakota1 ss County of Minnehaha I WESTERN SURETY COMPANY On this 28th day of July, 2008, before me personally came Paul T. Bruflat, to me known, who, being by me duly swom, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Senior Via President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation, that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires November 30, 2012 1, L. Nelson, Assistant Secretary of W W force, and further certify that the By -Law of the my name and affixed the seal of the said �tiM�hhhrr��•�r� • D. KRELL ?; orARY PtJtruc ; OUTH DAKOTA f LWON ft - A I s erat�so.+r FWANY do hereby certify that the Power of Attorney hereinabove set forth is still in on the reverse hereof is still in force. In testimony whereof 1 have hereunto subscribed WESTERN SURETY COMPANY A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK BK: 2295 PG: 2293 IVERSTATE ENGINEERING Fex:9781441792 6421 Congress Avenue P Suits 100 • Boca Raton, FL. 33487 (561) 998.4250 • Fax (561) 9984148 October 2, 2008 Board of County Cornmissioners General Services Dept, purchasing Div. 1800 271' St. Vero Beach, FI.32980 Re: South RO plant Pump Upgrade & Capacity Enhancement Dear Megan; After reviewing the Payment & Performance Bonds for the above-mentioned project you brought to my attention that the cover page of each. bond did not have the address and telephone number for the contractor & the surety company. Thl9 letter is to' Inform YOU and permit you to revise the bonds with the information provided below. Contractor: Interstate Engineering Corp. 6421 Congress Ave., Suite 100 Boca Raton, FL 33487 581-9984250 Surety: Western Surety Company 100 Newport Ave. Extension, 4"' Floor Quincy, MA 02171 800-872-5550 Please do not hesftate to give me it call if you have, any further questions. y _ Deb • fic Manager Corporate Headquartem 193 Jefferson Avenue • Salam,.MA 01970. (978) 744-8883 Fax.(978) 744=1792 A TRUE COPY CERTIFICATION ON LAST PAGE J.K. BARTON, CLERK BK: 2295 PG: 2294 IN'ERSTATE ENGINEERI Fax:97874A1792 6421 Congress Avenue • Suite 100 • Boca Raton, FL. 33487 (561)998.4250 • Fax (581) 9984248 October 2, 2008 Board of County Commissioners General Services Dept, purchasing Div. 1800 27th St, Re: South RO Plant Pump Upgrade & Capacity Enhancement Dear Megan; After rOVIewing the Payment & Performance Bonds br the above-mentioned project you brought to my attention that the -cover page of each, bond did not have the address and telephone number For the contractor & the surety company, This letter is to- Inform you and permit you to revbe the bonds with the information provided below. Contractor. Interstate Engineering Corp. 6421 Congress Ave,, Suite 100 Boca Raton, FL 33487 581-9984250 Surety: Western Surety Company 100 Newport Ave. Extension, 4' Floor Quincy, MA 02171 800-972-3550 Please do not heslirate to give me a call if you have, any further questions. Sincerely, Deb Lamoureauic Offioe Manager Corporate Headquarters 193 Jefferson Avenue • Salem,.MA. 01970 (�76) 7444/383 .sFex.(978) 7444792 STATE OF FLORIDA INDIAN RIVER COUNTY THIS 1S TO CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF THE ORIGINAL 014 FILE IN THIS OFFICE. Client#: 80638 INTERSTATE7 ACORDTM ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. DATE CERTIFICATE TYPE OF INSURANCE OF LIABILITY INSURANCE POLTR DATEY M/DOfYYE 09/18/08DmYY) PRODUCER A X THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION HUB International NE (WCL) 299 Ballardvale St 10/01/06 EACH OCCURRENCE ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Wilmington, MA 01887 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $300OOO 978 657-5100 CLAIMS MADE Q OCCUR INSURERS AFFORDING COVERAGE NAIC # INSURED Interstate Engineering Arnold Pike 193 Jefferson Ave. PO Salem, MA 01970 Corp. Box 687 PERSONAL & ADV INJURY INSURER A: Travelers Indemnity INSURER B: INSURER C: X Blkt Waiver Of Subro INSURER D: s2,000,000 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR NSR TYPE OF INSURANCE POLICY NUMBER POLTR DATEY M/DOfYYE PDA E MM ISD TION LIMITS A X GENERAL LIABILITY DTC0463D8853 10/01/07 10/01/06 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $300OOO CLAIMS MADE Q OCCUR MED EXP (Any one person) $59000 PERSONAL & ADV INJURY $190002000 X Blkt Addl Insured X Blkt Waiver Of Subro GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2 OOO OOO POLICY X PRT LOC A X AUTOMOBILE LIABILITY X ANY AUTO DTA0810463138865 10/01/07 10/01/08 COMBINED SINGLE LIMIT (Ea accident) OOO $1 + +000 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ A X EXCESS/UMBRELLA LIABILITY DTSMCUP463DB877 10/01/07 10/01/06 EACH OCCURRENCE $1010002000 OCCUR E1CLAIMS MADE AGGREGATE $1090001000 FDEDUCTIBLE $ X RETENTION $ 10000 $ WORKERS COMPENSATION AND OR LIMIT OTH- EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS PROJECT: 2008027 - Indian River County - South RO Water Treatment Plant Improvements, Indian River County & Kimley-Horn and Associates, Inc., their respective officers, directors, partners, employees, agents, consultants and subcontractors are listed as Additional Insureds on a primary and non-contributory basis as required by written (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION ACORD 25 (2001/08) 1 Of 3 #S199600/M24 CB003 O ACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Indian River County DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL -040_ DAYS WRITTEN Board of Commissioners NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL 1800 27th Street IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Vero Beach, FL 32960 REPRESENTATIVES. AUTHORMEP REPRESENTATIVE_ ACORD 25 (2001/08) 1 Of 3 #S199600/M24 CB003 O ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD MS (2001/08) 2 of 3 #S199600/M24 contract. DESCRIPTIONS (Continued from Page 1) AMS 25.3 (2001/08) 3 of 3 93199600IM24 Copyright 02002 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314 American Council of Engineering Companies 1015 15th Street, N.W., Washington, DC 20005 American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 These General Conditions have been prepared for use with the Suggested Forms of Agreement Between Owner and Contractor Nos. C-520 or C-525 (2002 Editions). Their provisions are interrelated and a change in one may necessitate a change in the other. Comments concerning their usage are contained in the EJCDC Construction Documents, General and Instructions (No. C-001) (2002 Edition). For guidance in the preparation of Supplementary Conditions, see Guide to the Preparation of Supplementary Conditions (No. C-800) (2002 Edition). EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-2 TABLE OF CONTENTS Me ARTICLE 1 - DEFINITIONS AND TERMINOLOGY ................ 6 ...................................................................................... 1.01 Defined Terms..........................................................................................................................................................6 1.02 Terminology......................................................................good........................... ARTICLE2 - PRELIMINARY MATTERS...............................................................................................................................9 2.01 Delivery of Bonds and Evidence of Insurance......................................................................................................... 9 2.02 Copies of Documents...............................................................................................................................................9 2.03 Commencement of Contract Times; Notice to Proceed...........................................................................................9 2.04 Starting the Work.....................................................................................................................................................9 2.05 Before Starting Construction...................................................................................................................................9 2.06 Preconstruction Conference....................................................................................................................................9 2.07 Initial Acceptance of Schedules...............................................................................................................................9 ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE......................................................................10 3.01 Intent......................................................................................................................................................................10 3.02 Reference Standards..............................................................................................................................................10 3.03 Reporting and Resolving Discrepancies................................................................................................................10 3.04 Amending and Supplementing Contract Documents..............................................................................................11 3.05 Reuse of Documents............................................................................................................................................... l l 3.06 Electronic Data...................................................................................................................................................... l l ARTICLE 4 - AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS................................................................................................11 4.01 Availability of Lands..............................................................................................................................................11 4.02 Subsurface and Physical Conditions......................................................................................................................12 4.03 Differing Subsurface or Physical Conditions........................................................................................................12 4.04 Underground Facilities..........................................................................................................................................13 4.05 Reference Points....................................................................................................................................................13 4.06 Hazardous Environmental Condition at Site.........................................................................................................13 ARTICLE5 - BONDS AND INSURANCE.............................................................................................................................14 5.01 Performance, Payment, and Other Bonds..............................................................................................................14 5.02 Licensed Sureties and Insurers..............................................................................................................................15 5.03 Certificates of Insurance........................................................................................................................................15 5.04 Contractor's Liability Insurance...........................................................................................................................15 5.05 Owner's Liability Insurance..................................................................................................................................16 5.06 Property Insurance................................................................................................................................................16 5.07 Waiver of Rights.....................................................................................................................................................17 5.08 Receipt and Application of Insurance Proceeds....................................................................................................17 5.09 Acceptance of Bonds and Insurance; Option to Replaced., .............. Mo. ................................................................... 17 5.10 Partial Utilization, Acknowledgment of Property Insurer.....................................................................................18 ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES. .............. q ................... 4 ........... 4 ........................ q ........... q ..................... 18 6.01 Supervision and Superintendence..........................................................................................................................18 6.02 Labor; Working Hours...........................................................................................................................................18 6.03 Services, Materials, and Equipment, ................. m .......................... 11 ............ ............. % . . q . . . . . . . . . . . . . q . . . . . . . . . . . . . . . . q . . I M . . . 18 6.04 Progress Schedule..................................................................................................................................................18 6.05 Substitutes and "Or-Equals".................................................................................................................................19 6.06 Concerning Subcontractors, Suppliers, and Others...............................................................................................20 6.07 Patent Fees and Royalties......................................................................................................................................21 6.08 Permits...................................................................................................................................................................21 6.09 Laws and Regulations............................................................................................................................................21 6.10 Taxes......................................................................................................................................................................22 6.11 Use of Site and Other Areas................................................................................................................................... 22 6.12 Record Documents.................................................................................................................................................22 6.13 Safety and Protection.............................................................................................................................................22 6.14 Safety Representative.............................................................................................................................................23 6.15 Hazard Communication Programs........................................................................................................................23 EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-3 6.16 Emergencies...........................................................................................................................................................23 6.17 Shop Drawings and Samples.................................................................................................................................23 6.18 Continuing the Work..............................................................................................................................................24 6.19 Contractor's General Warranty and Guarantee....................................................................................................24 6.20 Indemnification......................................................................................................................................................24 6.21 Delegation of Professional Design Services..........................................................................................................25 ARTICLE 7 - OTHER WORK AT THE SITE.........................................................................................................................25 7.01 Related Work at Site...............................................................................................................................................25 7.02 Coordination........................................................................... .............. .................................................................26 7.03 Legal Relationships.................................................................................................. ...............26 .............................. ARTICLE 8 - OWNER'S RESPONSIBILITIES......................................................................................................................26 8.01 Communications to Contractor..............................................................................................................................26 8.02 Replacement of Engineer.............................................................................................26 .......................................... 8.03 Furnish Data.................................................................................... .....26 ................................................................. 8.04 Pay When Due.......................................................................................................................................................26 8.05 Lands and Easements; Reports and Tests..............................................................................................................26 8.06 Insurance...............................................................................................................................................................26 8.07 Change Orders.......................................................................................................................................................26 8.08 Inspections, Tests, and Approvals..........................................................................................................................26 8.09 Limitations on Owner's Responsibilities...............................................................................................................27 8.10 Undisclosed Hazardous Environmental Condition................................................................................................27 8.11 Evidence of Financial Arrangements.....................................................................................................................27 ARTICLE 9 - ENGINEER'S STATUS DURING CONSTRUCTION.....................................................................................27 9.01 Owner's Representative.........................................................................................................................................27 9.02 Visits to Site...........................................................................................................................................................27 9.03 Project Representative...........................................................................................................................................27 9.04 Authorized Variations in Work..............................................................................................................................27 9.05 Rejecting Defective Work.......................................................................................................................................27 9.06 Shop Drawings, Change Orders and Payments.....................................................................................................28 9.07 Determinations for Unit Price Work., 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work...................................................28 9.09 Limitations on Engineer's Authority and Responsibilities.....................................................................................28 ARTICLE 10 - CHANGES IN THE WORK; CLAIMS...........................................................................................................28 10.01 Authorized Changes in the Work...........................................................................................................................28 10.02 Unauthorized Changes in the Work.......................................................................................................................29 10.03 Execution of Change Orders.. ........ I ..... 0 ....... W ................... M ......................................................................... 0 .......... W29 10.04 Notification to Surety... ..... 0 .......................... 0 ......... W.. W ............................. 0 ................ 4 ................................ w ............ 29 10.05 Claims....................................................................................................................................................................29 ARTICLE 11 - COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK. 11.01 Cost of the Work,.. M .......... 0 ........................ 0 ......... 0 ................................. 0 0 .............. 0 ......... 0 ................. 0 .................... 30 11.02 Allowances.............................................................................................................................................................31 11.03 Unit Price Work.....................................................................................................................................................31 ARTICLE 12 - CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES.....................................................32 12.01 Change of Contract Price......................................................................................................................................32 12.02 Change of Contract Times.....................................................................................................................................33 12.03 Delays....................................................................................................................................................................33 ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK ....... 33 13.01 Notice of Defects.................................................................................................................................................... 33 13.02 Access to Work.......................................................................................................................................................33 13.03 Tests and Inspections.............................................................................................................................................33 13.04 Uncovering Work.. .............. oo ......... 0 ............. 0... 0 .................. % .................................................. o ... w ......................... o.34 13.05 Owner May Stop the Work.....................................................................................................................................34 13.06 Correction or Removal of Defective Work.............................................................................................................34 13.07 Correction Period..................................................................................................................................................34 13.08 Acceptance of Defective Work...............................................................................................................................3 5 13.09 Owner May Correct Defective Work......................................................................................................................35 ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION..............................................................................36 14.01 Schedule of Values.................................................................................................................................................36 14.02 Progress Payments.................................................................................................................................................36 14.03 Contractor's Warranty of Title..............................................................................................................................37 14.04 Substantial Completion..........................................................................................................................................37 EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-4 14.05 Partial Utilization..................................................................................................................................................38 14.06 Final Inspection .....................................................................................................................................................38 14.07 Final Payment....................................................................................... . 38 14.08 Final Completion Delayed.....................................................................................................................................39 14.09 Waiver of Claims ................................................ 39 ................................ ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION.........................................................................................39 15.01 Owner May Suspend Work.....................................................................................................................................39 15.02 Owner May Terminate for Cause...........................................................................................................................39 15.03 Owner May Terminate For Convenience...............................................................................................................40 15.04 Contractor May Stop Work or Terminate..............................................................................................................40 ARTICLE 16 - DISPUTE RESOLUTION................................................................................................................................41 16.01 Methods and Procedures.......................................................................................................................................41 ARTICLE17 - MISCELLANEOUS.........................................................................................................................................41 17.01 Giving Notice.........................................................................................................................................................41 17.02 Computation of Times............................................................................................................................................41 17.03 Cumulative Remedies.............................................................................................................................................41 17.04 Survival of Obligations..........................................................................................................................................41 17.05 Controlling Law.....................................................................................................................................................41 17.06 Headings................................................................................................................................................................41 EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-5 GENERAL CONDITIONS ARTICLE I - DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the Bidding Requirements or Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda --Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement --The written instrument which is evidence of the agreement between Owner and Contractor covering the Work. 3. Application for Payment --The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be 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 Occupational 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. Bidder --The individual or entity who submits a Bid directly to Owner. 7. Bidding Documents --The Bidding Requirements and the proposed Contract Documents (including all Addenda). 8. Bidding Requirements --The Advertisement or Invitation to Bid, Instructions to Bidders, bid security of acceptable form, if any, and the Bid Form with any supplements. 9. Change Order --A document recommended by Engineer which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 10. Claim --A demand or assertion by Owner or Contractor seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim. 11. Contract --The entire and integrated written agreement between the Owner and Contractor concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral. 12. Contract Documents-- Those items so designated in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Approved Shop Drawings, other Contractor's submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 13. Contract Price --The moneys payable by Owner to Contractor for completion of the Work in accordance with the Contract 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 Milestones, if any, (ii) achieve Substantial Completion; and (iii) complete the Work so that it is ready for final payment as evidenced by Engineer's written recommendation of final payment. 15. Contractor --The individual or entity with whom Owner has entered into the Agreement. 16. Cost of the Work --See Paragraph I LOLA 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. 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. Field Order --A written order issued by Engineer which requires minor changes in the Work but which does EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright© 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-6 not involve a change in the Contract Price or the Contract Times. 21. General Requirements --Sections of Division 1 of the Specifications. The General Requirements pertain to all sections of the Specifications. 22. 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. 23. Hazardous Waste --The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 24. Laws and Regulations; Laws or Regulations -- Any and all applicable laws, rules, regulations, ordinanc- es, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 25. Liens --Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 26. Milestone --A principal event specified in the Contract Documents relating to an intermediate comple- tion date or time prior to Substantial Completion of all the Work. 27. Notice of Award --The written notice by Owner to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, Owner will sign and deliver the Agreement. 28. Notice to Proceed --A written notice given by Owner to Contractor fixing the date on which the Con- tract Times will commence to run and on which Contractor shall start to perform the Work under the Contract Documents. 29. Owner --The individual or entity with whom Contractor has entered into the Agreement and for whom the Work is to be performed. 30. PCBs --Polychlorinated biphenyls. 31. Petroleum --Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions 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. 32. Progress Schedule --A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. 33. Project --The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 34. Project Manual --The bound documentary information prepared for 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. 35. 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. 36. Related Entity -- An officer, director, partner, employee, agent, consultant, or subcontractor. 37. Resident Project Representative --The authorized representative of Engineer who may be assigned to the Site or any part thereof. 38. Samples --Physical equipment, or workmanship some portion of the Work standards by which such po judged. examples of materials, that are representative of and which establish the tion of the Work will be 39. Schedule of Submittals --A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 40. Schedule of Values --A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for reviewing Contractor's Applications for Payment. 41. Shop Drawings --All drawings, diagrams, 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. 42. Site --Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-7 43. Specifications --That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. 44. Subcontractor --An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 45. Substantial Completion --The time at which the Work (or a 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. 46. Successful Bidder --The Bidder submitting a responsive Bid to whom Owner makes an award. 47. Supplementary Conditions --That part of the Contract Documents which amends or supplements these General Conditions. 48. Supplier --A manufacturer, fabricator, 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. 49. 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. 50. Unit Price Work --Work to be paid for on the basis of unit prices. 51. Work --The entire construction or the various separately identifiable parts thereof required 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. 52. 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 subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times. 1.02 Terminology A. The following words or terms are not defined but, when used in the Bidding Requirements or Contract Documents, have the following meaning. B. Intent of Certain Terms or Adjectives I. The Contract Documents include the terms "as allowed," "as approved," "as ordered", "as directed" or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action or determination will be solely to evaluate, in general, the Work for compliance with the require- ments of and information in the Contract Documents and conformance with the design concept of the com- pleted 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 is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of Paragraph 9.09 or any other provision of the Contract Documents. C. Day 1. The word "day" hours measured midnight. D. Defective means a calendar day of 24 from midnight to the next 1. The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory, faulty, or deficient in that it: a. does not conform to the Contract Documents, or b. does not meet the requirements of any applicable inspection, reference standard, test, or EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright© 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-8 approval referred to in the Contract Documents, or c. has been damaged prior to Engineer's - recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Paragraph 14.04 or 14.05). E. Furnish, Install, Perform, Provide 1. The word "furnish," when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The word "install," when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The words "perform" or "provide," when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use. 4. When "furnish," "install," "perform," or "pro- vide" is not used in connection with services, materials, or equipment in a context clearly requiring an obligation of Contractor, "provide" is implied. F. Unless stated otherwise in the Contract Documents, words or phrases which have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 - PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner such bonds as Contractor may be required to furnish. Contractor and Owner respectively are required to purchase and maintain in accordance with Article 5. 2.02 Copies of Documents A. Owner shall furnish to Contractor up to ten printed or hard copies of the Drawings and Project Manual. Additional copies will be furnished upon request at the cost of reproduction. 2.03 Commencement of Contract Times; Notice to Proceed A. The Contract Times will commence to run on the thirtieth day after the Effective Date of the Agreement or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Agreement. In no event will the Contract Times com- mence to run later than the sixtieth 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. Preliminary Schedules: Within 10 days after the Effective Date of the Agreement (unless otherwise speci- fied in the General Requirements), Contractor shall submit to Engineer for timely review: 1. a preliminary Progress Schedule; 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; 2. a preliminary Schedule of Submittals; and 3. a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and 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. 2.06 Preconstruction Conference B. Evidence of Insurance: Before any Work at the Site is A. Before any Work at the Site is started, a conference started, Contractor and Owner shall each deliver to the attended by Owner, Contractor, Engineer, and others as other, with copies to each additional insured identified in appropriate will be held to establish a working the Supplementary Conditions, certificates of insurance understanding among the parties as to the Work and to (and other evidence of insurance which either of them or discuss the schedules referred to in Paragraph 2.05.A, any additional insured may reasonably request) which procedures for handling Shop Drawings and other EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-9 submittals, processing Applications for Payment, and maintaining required records. 2.07 Initial Acceptance of Schedules A. At least 10 days before submission of the first Application for Payment a conference attended by Contractor, Engineer, and others as appropriate will be held to review for acceptability to Engineer as provided below the schedules submitted in accordance with Paragraph 2.05.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer. 1. The Progress Schedule will be acceptable to Engineer if it provides an orderly progression of the Work to completion within the Contract Times. Such acceptance will not impose on Engineer responsibil- ity for the Progress Schedule, for sequencing, scheduling, or progress of the Work nor interfere with or relieve Contractor from Contractor's full responsibility therefor. 2. Contractor's Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals. 3. Contractor's Schedule of Values will be accept- able to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to component parts of the Work. ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent A. The Contract Documents are complementary; what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equip- ment 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, specifications, 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 standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were no Bids), except as may be 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 employees from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to Owner, or Engineer, or any of, their Related Entities, any duty or 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. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies I. Contractor's Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any Work affected thereby. 2. Contractor's Review of Contract Documents During Performance of Work: If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract 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 promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.16.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Paragraph 3.04. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-10 3. 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. Resolving Discrepancies 1. Except as maybe otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepan- cy 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 viola- tion of such Law or Regulation). 3.04 Amending and Supplementing Contract Documents A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by either a Change Order or a Work Change Directive. B. The requirements of the Contract Documents may be supplemented and minor variations and deviations in the Work may be authorized, by one or more of the following ways: 1. A Field Order; 2. Engineer's approval of a Shop Drawing or Sample; (Subject to the provisions of Paragraph 6.17.D.3); or 3. Engineer's written interpretation or clarification. 3.05 Reuse of Documents 2. reuse any of such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaption by Engineer. B. The prohibition of this Paragraph 3.05 will survive final payment, or termination of the Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. 3.06 Electronic Data A. Copies of data furnished by Owner or Engineer to Contractor or Contractor to Owner or Engineer that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60 - day acceptance period will be corrected by the transferring party. C. When transferring documents in electronic media format, the transferring party makes no representations as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data's creator. ARTICLE 4 - AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS A. Contractor and any Subcontractor or Supplier or other 4.01 Availability of Lands individual or entity performing or furnishing all of the A. Owner shall furnish the Site. Owner shall notify Work under a direct or indirect contract with Contractor, Contractor of any encumbrances or restrictions not of shall not: general application but specifically related to use of the Site with which Contractor must comply in performing 1. have or acquire any title to or ownership rights in the Work. Owner will obtain in a timely manner and pay any of the Drawings, Specifications, or other for easements for permanent structures or permanent documents (or copies of any thereof) prepared by or changes in existing facilities. If Contractor and Owner are bearing the seal of Engineer or Engineer's unable to agree on entitlement to or on the amount or consultants, including electronic media editions; 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 or a part thereof, Contractor EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-11 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 Regulations. C. Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equip- ment. 4.02 Subsurface and Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: 1. those reports of explorations and tests of subsurface conditions at or contiguous to the Site that Engineer has used in preparing the Contract Docu- ments; and 2. those drawings of physical conditions in or relat- ing to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) that Engineer has used in preparing the Contract Documents. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the general accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions, information contained in such reports or shown indicated in such drawings; or 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 a 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 inherent 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 connec- tion therewith (except in an emergency as required by Paragraph 6.16.A), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in 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 increase or decrease in Contractor's cost of, or time required for, perfor- mance of the Work; subject, however, to the follow- ing: and a. such condition must meet any one or more of or the categories described in Paragraph 4.03.A; and 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions, or information. 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 9.07 and 11.03. 2. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times if: EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-12 a. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to Owner with respect to 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, explo- ration, test, or study of the Site and contiguous areas required by the Bidding Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor's making such final commitment; or c. Contractor failed to give the written notice 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 and Engineer, and any of their Related Entities shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or 'arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. 4.04 Underground Facilities A. Shown or Indicated: The 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 Facili- ties, 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 Contractor 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 Under- ground Facilities and repairing any damage thereto resulting from the Work. B. Not Shown or Indicated I. 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 Underground 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 consequences. An equitable adjustment shall be made in the Contract Price or Contract Times, or both, to the extent that they are attributable to the existence or location of any Underground Facility that was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract Documents and that Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment in Contract Price or Contract Times, Owner or Contractor may make a Claim therefor as provided in Paragraph 10.05. 4.05 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer's judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or 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. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-13 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, that have been utilized by the Engineer in the preparation of the Contract Documents. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the general accuracy of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or 3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or 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.A); and (iii) notify Owner and Engineer (and promptly thereafter confirm such notice in writing). Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condition or take corrective action, if any. 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 stop- page 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 conditions, 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 Contractor cannot agree as to entitlement to or on the amount or extent, if any, of an adjustment in Contract Price or Contract Times as a result of deleting such portion of the Work, then either party may make a Claim 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 accordance with Article 7. G. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Contractor, Subcontractors, and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition, 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 Paragraph 4.06G shall obligate Owner to indemnify any individual or entity from and against the conse- quences 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 and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.H shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-14 I. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 5 - BONDS AND INSURANCE 5.01 Performance, Payment, and Other Bonds A. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the Contract Price as security for the faithful performance and payment of all of Contractor's obligations under the Contract Documents. These bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified in Paragraph 13.07, whichever is later, except as provided otherwise by Laws or Regulations or by the Contract Documents. Contractor shall also furnish such other bonds as are required by the Contract Documents. B. All bonds shall be in the form prescribed by the Contract Documents except as provided 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 Compa- nies" 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 the agent's authority to act. C. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of Paragraph 5.01.13, Contractor shall promptly notify Owner and Engineer and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01.13 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 of insurance requested by Owner or any other additional insured) which Contractor is required to purchase and maintain. B. Owner shall deliver to Contractor, with copies to each additional insured identified in the Supplementary Condi- tions, certificates of insurance (and other evidence of insurance requested by Contractor or any other additional insured) which Owner is required to purchase and maintain. 5.04 Contractor's Liability Insurance A. Contractor shall purchase and 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 performed 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: a. by any person as a result of an offense directly or indirectly related to the employment of such person by Contractor, or b. by any other person for any other reason; 5. claims for damages, other than to the Work itself, because of injury to or 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, maintenance or use of any motor vehicle. B. The policies of insurance required by this Paragraph 5.04 shall: A. Contractor shall deliver to Owner, with copies to each 1. with respect to insurance required by Paragraphs additional insured identified in the Supplementary 5.04.A.3 through 5.04.A.6 inclusive, include as Conditions, certificates of insurance (and other evidence additional insured (subject to any customary exclu- EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-15 sion regarding professional liability) Owner and Engineer, and any other individuals or entities identified in the Supplementary Conditions, all of whom shall be listed as additional insureds, and include coverage for the respective officers, directors, partners, employees, agents, consultants and subcontractors of each and any of all such additional insureds, and the insurance afforded to these addi- tional insureds shall provide primary coverage for all claims covered thereby; 2. include at least the specific coverages and be written for not less than the limits of liability provid- ed in the 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 6.11 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 30 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 Contractor pursuant to Paragraph 5.03 will so provide); 6. remain in effect at least until final payment and at all times thereafter when Contractor may be correcting, removing, or 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. a. Contractor shall furnish Owner and each other additional insured identified in the Supple- mentary Conditions, to whom a certificate of insurance has been issued, evidence satisfactory to Owner and any such additional insured of continuation of such insurance at final payment and one year thereafter. 5.05 Owner's Liability Insurance A. In addition to the insurance required to be provided by Contractor under Paragraph 5.04, Owner, at Owner's option, may purchase and maintain at Owner's expense Owner's own liability insurance as will protect Owner against claims which may arise from operations under the Contract Documents. 5.06 Property Insurance A. Unless otherwise provided in the Supplementary Conditions, Owner shall purchase and maintain property insurance upon the Work at the Site in the amount of the full replacement cost thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and Regulations). This insurance shall: 1. include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured; 2. be written on a Builder's Risk "all-risk" or open peril or special causes of loss policy form that shall at least include insurance for physical loss or damage to the Work, temporary buildings, false work, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire, lightning, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, debris removal, demolition occasioned by enforcement of Laws and Regulations, water damage, (other than caused by flood) 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; 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. B. Owner shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of Owner, Contractor, Subcontractors, and Engineer, and EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-16 any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured. C. All the policies of insurance (and the certificates or other evidence thereof) required to be purchased and maintained in accordance with Paragraph 5.06 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured to whom a certificate of insurance has been issued and will contain waiver provisions in accor- dance with Paragraph 5.07. D. Owner shall not be responsible for purchasing and maintaining any property insurance specified in this Paragraph 5.06 to protect the interests of Contractor, Subcontractors, or others in the Work to the extent of any deductible amounts that are identified in the Supple- mentary Conditions. The risk of loss within such identified deductible amount will be bome by Contractor, Subcontractors, or others suffering any such loss, and if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain it at the purchaser's own expense. E. If Contractor requests in writing that other special insurance be included in the property insurance policies provided under Paragraph 5.06, Owner shall, if possible, include such insurance, and the cost thereof will be charged to Contractor by appropriate Change Order. Prior to commencement of the Work at the Site, Owner shall in writing advise Contractor whether or not such other insurance has been procured by Owner. 5.07 Waiver of Rights A. Owner and Contractor intend that all policies purchased in accordance with Paragraph 5.06 will protect Owner, Contractor, Subcontractors, and Engineer, and all other individuals or entities identified in the Supple- mentary Conditions to be listed as insureds or additional insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) in such policies and will provide primary coverage for all losses and damages caused by the perils or causes of loss covered thereby. All such policies shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insureds or additional insureds thereunder. Owner and Contractor waive all rights against each other and their respective officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them for all losses and damages caused by, arising out of or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work; and, in addition, waive all such rights against Subcontractors, and Engineer, and all other individuals or entities identified in the Supplementary Conditions to be listed as insured or additional insured (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by Owner as trustee or otherwise payable under any policy so issued. B. Owner waives all rights against Contractor, Subcontractors, and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them for: 1. loss due to business interruption, loss of use, or other consequential loss extending beyond direct physical loss or damage to Owner's property or the Work caused by, arising out of, or resulting from fire or other perils whether or not insured by Owner; and 2. loss or damage to the completed Project or part thereof caused by, arising out of, or resulting from fire or other insured peril or cause of loss covered by any property insurance maintained on the completed Project or part thereof by Owner during partial utilization pursuant to Paragraph 14.05, after Substantial Completion pursuant to Paragraph 14.04, or after final payment pursuant to Paragraph 14.07. C. Any insurance policy maintained by Owner covering any loss, damage or consequential loss referred to in Paragraph 5.07.13 shall contain provisions to the effect that in the event of payment of any such loss, damage, or consequential loss, the insurers will have no rights of recovery against Contractor, Subcontractors, or Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them. 5.08 Receipt and Application of Insurance Proceeds A. Any insured loss under the policies of insurance required by Paragraph 5.06 will be adjusted with Owner and made payable to Owner as fiduciary for the insureds, as their interests may appear, subject to the requirements of any applicable mortgage clause and of Paragraph 5.08.13. Owner shall deposit in a separate account any money so received and shall distribute it in accordance with such agreement as the parties in interest may reach. If no other special agreement is reached, the damaged Work shall be repaired or replaced, the moneys so received applied on account thereof, and the Work and the cost thereof covered by an appropriate Change Order. B. Owner as fiduciary shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within 15 days after the occurrence of loss to Owner's exercise of this power. If such objection be made, Owner as fiduciary shall make EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-17 settlement with the insurers in accordance with such agreement as the parties in interest may reach. If no such agreement among the parties in interest is reached, Owner as fiduciary shall adjust and settle the loss with the insurers and, if required in writing by any party in interest, Owner as fiduciary shall give bond for the proper performance of such duties. 5.09 Acceptance of Bonds and Insurance; Option to Replace A. If either Owner or Contractor has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the other party in accordance with Article 5 on the basis of non-conformance with the Contract Documents, the objecting party shall so notify the other party in writing within 10 days after receipt of the certificates (or other evidence requested) required by Paragraph 2.0I I.B. Owner and Contractor shall each provide to the other such additional information in respect of insurance provided as the other may reasonably request. If either party does not purchase or maintain all of the bonds and insurance required of such party by the Contract Documents, such party shall notify the other party in writing of such failure to purchase prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. Without prejudice to any other right or remedy, the other party may elect to obtain equivalent bonds or insurance to protect such other party's interests at the expense of the party who was required to provide such coverage, and a Change Order shall be issued to adjust the Contract Price accordingly. 5.10 Partial Utilization, Acknowledgment of Property Insurer A. If Owner finds it necessary to occupy or use a portion or portions of the Work prior to 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 coverage 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 sequences, and procedures of construction. 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. B. At all times during the progress of the Work, Contractor shall assign a competent resident superin- tendent who shall not be replaced without written notice to Owner and Engineer 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. 6.02 Labor; Working Hours A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. 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. Contractor will not permit the performance of Work on a Saturday, Sunday, or any legal holiday without Owner's written consent (which will not be unreasonably withheld) given after prior written notice to Engineer. 6.03 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and 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 special warranties and guaran- tees required by the Specifications shall expressly run to the benefit of Owner. If required by Engineer, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention C. All materials and equipment shall be stored, applied, thereto and applying such skills and expertise as may be installed, connected, erected, protected, used, cleaned, and necessary to perform the Work in accordance with the conditioned in accordance with instructions of the Contract Documents. Contractor shall be solely applicable Supplier, except as otherwise may be provided responsible for the means, methods, techniques, in the Contract Documents. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-18 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 Engineer 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. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Times may only be made by a Change Order. 6.05 Substitutes and "Or -Equals " A. Whenever an item of material or 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 substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment Engineer determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole, 3) it has a proven record of performance and availability of responsive service; and b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the Owner or increase in Contract Times, and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Substitute Items a. If in Engineer's sole discretion an item of material or equipment proposed by Contractor does not qualify as an "or -equal" item under Paragraph 6.05.A.1, it will be considered a proposed substitute item. b. Contractor shall submit sufficient information as provided below to allow Engineer to determine that the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by Engineer from anyone other than Contractor. c. The requirements for review by Engineer will be as set forth in Paragraph 6.05.A.2.d, as supplemented in the General Requirements and as Engineer may decide is appropriate under the circumstances. d. Contractor shall make written application to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application: 1) shall certify that the proposed substitute item will: a) perform adequately the functions and achieve the results called for by the general design, b) be similar in substance to that specified, and c) be suited to the same use as that specified; 2) will state: a) the extent, if any, to which the use of the proposed substitute item will preju- dice Contractor's achievement of Substantial Completion on time; EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-19 b) whether or not use of the proposed substitute item in the Work will require a change in any of the Contract Docu- ments (or in the provisions of any other direct contract with Owner for other work on the Project) to adapt the design to the proposed substitute item; and c) whether or not incorporation or use of the proposed substitute item in con- nection with the Work is subject to payment of any license fee or royalty; 3) will identify: a) all variations of the proposed substitute item from that specified, and b) available engineering, sales, maintenance, repair, and replacement services; 4) and shall contain an itemized estimate of all costs or credits that will result directly or indi- rectly from use of such substitute item, including costs of redesign and claims of other contractors affected by any resulting change, B. Substitute Construction Methods or Procedures: If a specific means, method, technique, sequence, or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure of construction approved by Engineer. Contractor shall submit sufficient information to allow Engineer, in Engineer's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. The requirements for review by Engineer will be similar to those provided in Paragraph 6.05.A.2. C. Engineer's Evaluation: Engineer will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.05.A and 6.05.B. Engineer may require Contractor to furnish additional data about the proposed substitute item. Engineer will be the sole judge of acceptability. No "or equal" or substitute will be ordered, installed or utilized until Engineer's review is complete, which will be evidenced by either a Change Order for a substitute or an approved Shop Drawing for an "or equal." Engineer will advise Contractor in writing of any negative determination. D. Special Guarantee: Owner may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute. E. Engineer's Cost Reimbursement: Engineer will record Engineer's costs in evaluating a substitute proposed or submitted by Contractor pursuant to Paragraphs 6.05.A.2 and 6.05.13 Whether or not Engineer approves a substitute item so proposed or submitted by Contractor, Contractor shall reimburse Owner for the charges of Engineer for evaluating each such proposed substitute. Contractor shall also reimburse Owner for the charges of Engineer for making changes in the Contract Documents (or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed substitute. F. Contractor's Expense: Contractor shall provide all data in support of any proposed substitute or "or -equal" at Contractor's expense. 6.06 Concerning Subcontractors, Suppliers, and Others A. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity (including those acceptable to Owner as indicated in Paragraph 6.06.13), whether initially or as a replacement, against whom Owner may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection. 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 accordance with the Supple- mentary 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 difference in the cost occasioned by such replacement, and an appropriate Change Order will be issued. No acceptance by Owner of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, shall consti- tute a waiver of any right of Owner or Engineer to reject defective Work. C. Contractor shall be fully 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: 1. 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 EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-20 2. shall anything in the Contract Documents create any obligation on the part of Owner or Engineer to pay or to see to the payment of any moneys due any such 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 Subcontractors, 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 Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work to communicate with Engineer through Contractor. F. The divisions and sections of the Specifications 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 appropriate 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 insurance 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, and Engineer„ and all other individuals or entities identified in the Supplementary Conditions to be listed as insureds or additional insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them) for all losses and damages caused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, Contractor will obtain the same. 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. B. To the fullest extent permitted by Laws and Regula- tions, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringe- ment 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 A. Unless otherwise provided in the Supplementary Conditions, Contractor shall obtain and pay for all construction permits and licenses. Owner shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of 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. Owner shall pay all charges of utility owners for connections for providing permanent service to the Work. 6.09 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all Laws and 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 compliance with any Laws or Regulations. B. If Contractor performs any Work knowing 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 shall be the subject of an adjustment in Contract Price or Contract Times. If Owner and Contractor are unable to agree on EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-21 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. 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 and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against Owner, Engineer, or any other party indemnified hereunder to the extent caused by or based upon Contractor's performance of the Work. B. Removal of Debris During Performance of the Work.- During ork:During the progress of the Work Contractor 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 the Work and make it ready for utilization by Owner. At the completion 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 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, Specifications, Addenda, 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 Engi- neer 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 equipment 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 applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify 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. C. All damage, injury, or loss to any property referred to in Paragraph 6.13.A.2 or 6.13.A.3 caused, directly or EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-22 indirectly, in whole or in part, by Contractor, any Subcon- tractor, 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, or anyone employed by any of them, or anyone for whose acts any of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor or any Subcontractor, Supplier, or other individual or entity directly or indirectly em- ployed by any of them). D. Contractor's duties and 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 14.07.13 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 between or among employers at the Site in accordance with Laws or Regulations. 6.16 Emergencies A. In emergencies affecting the safety or protection 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 because 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 and Samples to Engineer for review and approval in accordance with the acceptable Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as Engineer may require. 1. Shop Drawings a. Submit number of copies specified in the General Requirements. b. Data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Contractor proposes to provide and to enable Engineer to review the information for the limited purposes required by Paragraph 6.17.D. 2. Samples: Contractor shall also submit Samples to Engineer for review and approval in accordance with the acceptable schedule of Shop Drawings and Sample submittals. a. Submit number of Samples specified in the Specifications. b. Clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Paragraph 6.17.13. B. Where a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to Engineer's review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. Submittal Procedures 1. Before submitting each Shop Drawing or Sample, Contractor shall have determined and veri- fied: a. all field measurements, quantities, dimen- sions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect thereto; b. the suitability of 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 Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto; and d. shall also have reviewed and coordinated each Shop Drawing or Sample with other Shop Drawings and Samples and with the EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-23 requirements of the Work and the Contract Documents. 2. Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor's obligations under the Contract Documents with respect to Contractor's review and approval of that submittal. 3. With each submittal, Contractor shall give Engineer specific written notice of any variations, that the Shop Drawing or Sample may have from the requirements of the Contract Documents. This notice shall be both a written communication separate from the Shop Drawing's or Sample Submittal; and, in addition, by a specific notation made on each Shop Drawing or Sample submitted to Engineer for review and approval of each such variation. D. Engineer's Review 1. Engineer will provide timely review of Shop Drawings and Samples in accordance with the Sched- ule of Submittals acceptable to Engineer. Engineer's review and approval will be only to determine if the items covered by the submittals will, after installation or incorporation in 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 construction 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 shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Paragraph 6.17.C.3 and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer's review and approval shall not relieve Contractor from responsibility for complying with the requirements of Paragraph 6.17.C.1. E. Resubmittal Procedures 1. Contractor shall make corrections required by Engineer and shall return the required number of cor- rected copies of Shop Drawings and submit, as required, new Samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by Engineer on previous submittals. 6.18 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 that all Work will be in accordance with the Contract Documents and will not be defective. Engineer and its Related Entities shall be entitled to rely on representation of Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than Contractor, Sub- contractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor's 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: 1. observations by Engineer; 2. recommendation by Engineer or payment by Owner of any progress or final payment; 3. the issuance of a Completion by Engineer thereto by Owner; certificate of Substantial or any payment related 4. use or occupancy of the Work or any part thereof by Owner; 5. any review and approval of a Shop Drawing or Sample submittal or the issuance of a notice of acceptability by Engineer; 6. any inspection, test, or approval by others; or 7. any correction of defective Work by Owner. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-24 6.20 Indemnification A. To the fullest extent permitted by Laws and Regula- tions, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the perfor- mance of the Work, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom but only to the extent caused 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. B. In any and all claims against Owner or Engineer or any of their respective consultants, agents, officers, directors, partners, or employees by any employee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 6.20.A shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any such Subcontractor, Supplier, or other individual or entity under workers' compensation acts, disability benefit acts, or other employee benefit acts. C. The indemnification obligations of Contractor under Paragraph 6.20.A shall not extend to the liability of Engineer and Engineer's officers, directors, partners, employees, agents, consultants and subcontractors 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. 6.21 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. Contractor shall not be required to provide professional services in violation of applicable law. B. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of Contractor by the Contract Documents, Owner and Engineer will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to Engineer. C. Owner and Engineer shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided Owner and Engineer have specified to Contractor all performance and design criteria that such services must satisfy. D. Pursuant to this Paragraph 6.2 1, Engineer's review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. Engineer's review and approval of Shop Drawings and other submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 6.17.D. I. E. Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents, ARTICLE 7 - OTHER WORK AT THE SITE 7.01 Related Work at Site A. Owner may perform other work related to the Project at the Site with Owner's employees, or via other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Con- tract Documents, then: 1. written notice thereof will be given to Contractor prior to starting any such other work; and 2. if Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times that should be allowed as a result of such other work, a Claim may be made therefor as provided in Paragraph 10.05. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-25 B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner and Owner, if Owner is performing other work with Owner's employees, proper and safe access to the Site, a reason- able opportunity for the introduction and storage of materials and equipment and the execution of such other work, and shall properly coordinate the Work with theirs. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, 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 performed by others under this Article 7, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work. Contractor's failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects and deficiencies in such other work. 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 respon- sibility for such coordination. 7.03 Legal Relationships A. Paragraphs 7.0 LA and 7.02 are not applicable for utilities not under the control of Owner. B. Each other direct contract of Owner under Paragraph 7.0I.A shall provide that the other contractor is liable to Owner and Contractor for the reasonable direct delay and disruption costs incurred by Contractor as a result of the other contractor's actions or inactions. C. Contractor shall be liable to Owner and any other contractor for the reasonable direct delay and disruption costs incurred by such other contractor as a result of Contractor's action or inactions. ARTICLE 8 - OWNER'S RESPONSIBILITIES 8.01 Communications to Contractor A. Except as otherwise provided in these General Condi- tions, Owner shall issue all communications 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. 8.04 Pay When Due A. Owner shall make payments to Contractor 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 pur- chasing and maintaining liability and property insurance are set forth in Article 5. 8.07 Change Orders A. Owner is obligated to execute Change Orders as indicated in Paragraph 10.03. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright© 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-26 8.08 Inspections, Tests, and Approvals A. Owner's responsibility in respect to certain inspec- tions, tests, and approvals is set forth in Paragraph 13.03.B. 8.09 Limitations on Owner's Responsibilities A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of 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 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 9.09. Particularly, but without limitation, during or as a result of Engineer's visits or observations of Contractor's Work Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 9.03 Project Representative A. If Owner and Engineer agree, Engineer will furnish a Resident Project Representative to assist Engineer in providing more extensive observation of the Work. The authority and responsibilities of any such Resident Project Representative and assistants will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in Paragraph 9.09. If Owner designates another representative 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 Authorized Variations in Work A. Engineer may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on Owner and also on Contractor, who shall perform the Work involved promptly. If Owner or Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, or both, and the parties are unable to agree on entitlement to or on the amount or A. Engineer will make visits to the Site at intervals extent, if any, of any such adjustment, a Claim may be appropriate to the various stages of construction as made therefor as provided in Paragraph 10.05. Engineer deems necessary in order to observe as an experienced and qualified design professional the 9.05 Rejecting Defective Work progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on A. Engineer will have authority to reject Work which information obtained during such visits and observations, Engineer believes to be defective, or that Engineer Engineer, for the benefit of Owner, will determine, in believes will not produce a completed Project that general, if the Work is proceeding in accordance with the conforms to the Contract Documents or that will prejudice Contract Documents. Engineer will not be required to the integrity of the design concept of the completed make exhaustive or continuous inspections on the Site to Project as a functioning whole as indicated by the EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-27 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. 9.06 Shop Drawings, Change Orders and Payments A. In connection with Engineer's authority, and limitations thereof, as to Shop Drawings and Samples, see Paragraph 6.17. B. In connection with Engineer's authority, and limitations thereof, as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, see Paragraph 6.21. C. In connection with Engineer's authority as to Change Orders, see Articles 10, 11, and 12. D. In connection with Engineer's authority as to Applications for Payment, see Article 14. 9.07 Determinations for Unit Price Work A. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Engineer's written decision thereon will be final and binding (except as modified by Engineer to reflect changed factual conditions or more accurate data) upon Owner and Contractor, subject to the provisions of Paragraph 10.05. 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. All matters in question and other matters between Owner and Contractor arising prior to the date final payment is due relating to the acceptability of the Work, and the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work, will be referred initially to Engineer in writing within 30 days of the event giving rise to the question B. Engineer will, with reasonable promptness, render a written decision on the issue referred. If Owner or Contractor believe that any such decision entitles them to an adjustment in the Contract Price or Contract Times or both, a Claim may be made under Paragraph 10.05. The date of Engineer's decision shall be the date of the event giving rise to the issues referenced for the purposes of Paragraph 10.05.13. C. Engineer's written decision on the issue referred will be final and binding on Owner and Contractor, subject to the provisions of Paragraph 10.05. D. When functioning as interpreter and judge under this Paragraph 9.08, Engineer will not show partiality to Owner or Contractor and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. 9.09 Limitations on Engineer's Authority and Responsibilities A. Neither Engineer's authority or responsibility 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 exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by Engineer shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them. B. Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or 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 respon- sible for Contractor's failure to perform the Work in accordance with the Contract Documents. C. Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of 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 responsibility set forth in this Paragraph 9.09 shall also apply to, the Resident Project Representative, if any, and assistants, if any. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-28 ARTICLE 10 - CHANGES IN THE WORK; CLAIMS 10.04 Notification to Surety 10.01 Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work by a Change Order, or a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). B. If Owner and Contractor are unable to agree on entitlement to, or on the amount or extent, if any, of an 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 Engineer covering: 1. changes in the Work which are: (i) ordered by Owner pursuant to Paragraph 10.0l.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 deci- sion in accordance with the provisions of the Contract Documents and applicable Laws and Regulations, but during any such appeal, Contractor shall carry on the Work and adhere to the Progress Schedule as provided in Paragraph 6.18.A. A. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times) is required by the provisions of any bond to be given to a surety, the giving of any such notice will be Contractor's responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. 10.05 Claims A. Engineer's Decision Required: All Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the Engineer for decision. A decision by Engineer shall be required as a condition precedent to any exercise by Owner or Contractor of any rights or remedies either may otherwise have under the Contract Documents or by Laws and Regulations in respect of such Claims. B. Notice: Written notice stating the general nature of each Claim shall be delivered by the claimant to Engineer and the other party to the Contract promptly (but in no event later than 30 days) after the start of the event giving rise thereto. The responsibility to substantiate a Claim shall rest with the party making the Claim. Notice of the amount or extent of the Claim, with supporting data shall be delivered to the Engineer and the other party to the Contract within 60 days after the start of such event (unless Engineer allows additional time for claimant to submit additional or more accurate data in support of such Claim). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01 .B. A Claim for an adjustment in Contract Time shall be prepared in accordance with the provisions of Paragraph 12.02.13. 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). C. Engineer's Action: Engineer will review each Claim and, within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any, take one of the following actions in writing: 1. deny the Claim in whole or in part, 2. approve the Claim, or 3. notify the parties that the Engineer is unable to resolve the Claim if, in the Engineer's sole discretion, it would be inappropriate for the Engineer to do so. For purposes of further resolution of the Claim, such notice shall be deemed a denial. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-29 D. In the event that Engineer does not take action on a Claim within said 30 days, the Claim shall be deemed denied. E. Engineer's written action under Paragraph 10.05.0 or denial pursuant to Paragraphs 10.05.C.3 or 10.05.13 will be final and binding upon Owner and Contractor, unless Owner or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. F. No Claim for an adjustment in Contract Price or Contract Times will be valid if not submitted in accordance with this Paragraph 10.05. ARTICLE 1 I - COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 11.01 Cost of the Work A. Costs Included: The term Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.0l.B, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by Owner, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items, and shall not include any of the costs itemized in Paragraph 11.01.B. 1. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time at the Site. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in the above to the extent authorized by Owner. 2. Cost of all materials and equipment famished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to Contractor unless Owner deposits funds with Contractor with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by Owner, Contractor shall obtain competitive bids from subcontractors acceptable to Owner and Contractor and 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 transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and mainte- nance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the perfor- mance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. c. Rentals of all construction equipment and machinery, and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by Owner with the advice of Engineer, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equip- ment, 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 Subcontractor, or anyone EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-30 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, sustained 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, expresses, and similar petty cash items in connection with the Work. i. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs Excluded: The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at 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 11.0I.A.1 or specifically covered by Paragraph I1.01.A.4, all of which are to be considered administrative costs covered by the Contractor's fee. 2. Expenses of Contractor's principal 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 Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraphs I LOLA 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 I LOLA 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 Allowances A. It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer. B. Cash Allowances 1. Contractor agrees that: a. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and b. Contractor's costs for unloading and handling on the Site, labor, installation , overhead, profit, and other expenses contemplated for the cash 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. C. Contingency Allowance EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-31 1. Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. D. Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract 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. B. 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 9.07. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. Owner or Contractor may make a Claim for an adjustment in the Contract Price in accordance 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. 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. Any Claim for an adjustment in the Contract Price shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price will be determined as follows: 1. where the Work involved is covered by unit prices contained in the Contract Documents, by 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 covered 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 12.0l.C.2); or 3. where the Work involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum is not reached under Paragraph 12.01.13.2, 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 (deter- mined as provided in Paragraph 12.0I.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.I and I1.0l.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 subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraph 12.0l.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 11.0I.A.I and 11.0I.A.2 and that any higher tier EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-32 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 11.0l.A.4, 11.0l.A.5, and 11.01.13; 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 12.0l.C.2.a through 12.0l.C.2.e, inclusive. 12.02 Change of Contract Times A. The Contract Times may only be changed by a Change Order. Any Claim for an adjustment in the Contract Times shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. Any adjustment of the Contract Times covered by a Change Order or any Claim for an adjustment in the Contract Times will be determined in accordance with the provisions of this Article 12. 12.03 Delays A. Where Contractor is prevented from completing any part of the Work within the Contract Times due to delay beyond the control of Contractor, the Contract Times will be extended in an amount equal to the time lost due to such delay if a Claim is made therefor as provided in Paragraph 12.02.A. Delays beyond the control of Contractor shall include, but not be limited to, acts or neglect by Owner, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. B. If Owner, Engineer, or other contractors or utility owners performing other work for Owner as contemplated by Article 7, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Times , or both. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. C. If Contractor is delayed in the performance or progress of the Work by fire, flood, epidemic, abnormal weather conditions, acts of God, acts or failures to act of utility owners not under the control of Owner, or other causes not the fault of and beyond control of Owner and Contractor, then Contractor shall be entitled to an equitable adjustment in Contract Times, if such adjustment is essential to Contractor's ability to complete the Work within the Contract Times. Such an adjustment shall be Contractor's sole and exclusive remedy for the delays described in this Paragraph 12.03.C. D. Owner, Engineer and the Related Entities of each of them shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of Engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. E. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of Defects A. Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. All defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories, and governmental 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. B. Owner shall employ and pay for the services of an independent testing laboratory to perform all inspections, EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-33 tests, or approvals required by the Contract Documents except: 1. for inspections, tests, or approvals covered by Paragraphs 13.03.0 and 13.03.13 below; 2. that costs incurred in connection with tests or inspections conducted pursuant to Paragraph 13.04.13 shall be paid as provided in said Paragraph 13.04.C; and 3. as otherwise specifically provided in the Con- tract Documents. C. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved by an employee or other representative of such public body, Contractor shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish Engineer the required certificates of inspection or approval. D. Contractor shall be responsible for arranging 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 Contractor 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. 13.04 Uncovering Work A. If any Work is covered contrary to the written request of Engineer, it must, if requested by Engineer, be uncovered for Engineer's observation and replaced at Contractor's expense. B. If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspected or tested by others, Contractor, at Engineer's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, furnishing all necessary labor, material, and equipment. C. If it is found that the uncovered Work is defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. D. If, the uncovered Work is not found to be defective, Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Times, or both, directly 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 A. If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been 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. 13.06 Correction or Removal of Defective Work A. Promptly after receipt of notice, Contractor shall correct all defective Work, whether or not fabricated, installed, or completed, or, if the Work has been rejected by Engineer, remove it from the Project and replace it with Work that is not defective. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others). B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair Owner's special warranty and guarantee, if any, on said Work. 13.07 Correction Period EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-34 A. If within one year after the date of Substantial Completion (or such longer period of time as may be prescribed by the terms of any applicable special guarantee 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 6.1 LA is found to be defective, Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions: 1. repair such defective land or areas; or 2. correct such defective Work; or 3. if the defective Work has been rejected by Owner, remove it from the Project and replace it with Work that is not defective, and 4. 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. B. If Contractor does not promptly comply with the terms of Owner's written instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. All claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by Contractor. C. In special circumstances where a particular item of equipment is placed in continuous service before Substantial 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. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily complet- ed. E. Contractor's obligations under this Paragraph 13.07 are in addition to any other obligation or warranty. The provisions of this Paragraph 13.07 shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitation or repose. 13.08 Acceptance of Defective Work A. If, instead of requiring correction or removal and replacement of defective Work, Owner (and, prior to Engineer's recommendation of final payment, Engineer) prefers to accept it, Owner may do so. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to Owner's evaluation of and detennination to accept such defective Work (such costs to be approved by Engineer as to reasonableness) and the diminished value of the Work to the extent not otherwise paid by Contractor pursuant to this sentence. If any such acceptance occurs prior to Engineer's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. 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 Paragraph 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 provision of the Contract Documents, Owner may, after seven days written notice to Contractor, correct or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 13.09, Owner shall proceed expeditiously. In connection with such corrective or remedial action, Owner may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor's services related thereto, take posses- sion of Contractor's tools, appliances, 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 Contractor, and a Change Order will be issued incorpo- rating the necessary revisions in the Contract Documents with respect to the Work; and Owner shall be entitled to EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-35 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 extension of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this Paragraph 13.09. ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION 14.01 Schedule of Values A. The Schedule of Values established as provided in Paragraph 2.07.A will serve as the basis for progress payments and will be incorporated into a form of Applica- tion for Payment acceptable to Engineer. 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 in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other docu- mentation warranting that Owner has received the materials and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance 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, Contractor may make the necessary corrections and resubmit the Application. 2. Engineer's recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Owner, based on Engineer's observations 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 indicat- ed; b. the quality of the Work is generally in accor- dance 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 9.07, and to any other qualifications stated in the recommendation); and c. the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Work. 3. By recommending any such payment Engineer will not thereby be deemed to have represented that: a. 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 responsi- bilities specifically assigned to Engineer in the Contract Documents; or b. 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, EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-36 including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control the Work, or b. for the means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or c. for Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work, or d. to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or e. to determine that title to any of the Work, materials, or equipment has passed to Owner free and clear of any Liens. 5. Engineer may refuse to recommend the whole or any part of any payment if, in Engineer's opinion, it would be incorrect to make the representations to Owner stated in Paragraph 14.02.13.2. 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: a. the Work is defective, or completed Work has been damaged, requiring correction or replace- ment; b. the Contract Price has been reduced by Change Orders; c. Owner has been required to correct defective Work or complete Work in accordance with Paragraph 13.09; or d. Engineer has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C. Payment Becomes Due 1. Ten days after presentation of the Application for Payment to Owner with Engineer's recommendation, the amount recommended will (subject to the provisions of Paragraph 14.02.D) become due, and when due will be paid by Owner to Contractor. D. Reduction in Payment 1. Owner may refuse to make payment of the full amount recommended by Engineer because: a. claims have been made against Owner on account of Contractor's performance or furnish- ing of the Work; b. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens; c. there are other items entitling Owner to a set-off against the amount recommended; or d. Owner has actual knowledge of the occur- rence of any of the events enumerated in Paragraphs 14.02.13.5.a through 14.02.B.5.c or Paragraph 15.02.A. 2. If Owner refuses to make payment of the full amount recommended by Engineer, Owner will give Contractor 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. B. Promptly after Contractor's notification,, Owner, Contractor, and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-37 C. If Engineer considers the Work substantially com- plete, Engineer will deliver to Owner a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the tentative certificate during which to make written objection to Engineer as to any provisions of the certificate or attached list. If, after considering such objections, Engineer concludes that the Work is not substantially complete, Engineer will within 14 days after submission of the tentative certificate to Owner notify Contractor in writing, stating the reasons therefor. If, after consideration of Owner's objections, Engineer considers the Work substantially complete, Engineer will within said 14 days execute and deliver to Owner and Contractor a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or correct- ed) reflecting such changes from the tentative certificate as Engineer believes justified after consideration of any objections from Owner. D. 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. Unless Owner and Contractor agree otherwise in writing and so inform Engineer in writing prior to Engineer's issuing the definitive certificate of Substantial Completion, Engineer's aforesaid recommendation will be binding on Owner and Contractor until final payment. E. Owner shall have the right to exclude Contractor from the Site after the date of Substantial Completion subject to allowing Contractor reasonable access to complete or correct items on the tentative list. 14.05 Partial Utilization A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract 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, subject to the following conditions. 1. Owner at any time may request Contractor in writing to permit Owner to use or occupy any such part of the Work which Owner believes to be ready for its intended use and substantially complete. If and when Contractor agrees that such part of the Work is substantially complete, Contractor will certify to Owner and Engineer that such part of the Work is substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 2. Contractor at any time may notify Owner and Engineer in writing that Contractor considers any such part of the Work ready for its intended use and substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 3. Within a reasonable time after either such request, Owner, Contractor, and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be substantially complete, 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 Completion of that part of the Work and the division of responsibility in respect thereof and access thereto. 4. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Paragraph 5.10 regarding property insurance. 14.06 Final Inspection A. Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete, Engineer will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all 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 main- tenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance certificates of inspection, marked -up record documents (as provided in Paragraph 6.12), and other documents, Contractor may make application for final payment following the procedure for progress payments. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-38 evidence of insurance required by Paragraph 5.04.13.7; b. consent of the surety, if any, to final payment; C. a list of all Claims against Owner that Contractor believes are unsettled; and d. complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights 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. Engineer's Review of Application and Acceptance 1. If, on the basis of Engineer's observation of the Work during construction and final inspection, and Engineer's review of the final Application for Payment and accompanying documentation as re- quired 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 recommen- dation 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 1. Thirty days after the presentation to Owner of the Application for Payment and accompanying documentation, the amount recommended by Engineer, less any sum Owner is entitled to set off against Engineer's recommendation, including but not limited to liquidated damages, will become due and , will be paid by Owner to Contractor. 14.08 Final Completion Delayed A. If, through no fault of Contractor, final completion of the Work is significantly delayed, and if Engineer so confirms, Owner shall, upon receipt of Contractor's final Application for Payment (for Work fully completed and accepted) and recommendation of Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by Owner for Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if bonds have been furnished as required in Paragraph 5.01, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to Engineer with the Application for such payment. Such payment shall be made under the terms and 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. 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 Contractor against Owner other than those previously made in accordance with the requirements herein and expressly acknowledged by Owner in writing as 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 be granted an adjust- ment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension if Contractor makes a Claim therefor as provided in Paragraph 10.05. EJCDC C-700 Standard General Conditions of the Construction Contract, Copyright C 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-39 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 Contract Documents (including, but not limited to, failure to supply suffi- cient skilled workers or suitable materials or equip- ment 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 surety) seven days written notice of its intent to terminate the services of Contractor: 1. exclude Contractor from the Site, and take possession of the Work and of all Contractor's tools, appliances, construction equipment, and machinery at the Site, and use the same to the full extent they could be used by Contractor (without liability to Contractor for trespass or conversion), 2. incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere, and 3. complete the Work as Owner may deem expedient. C. If Owner proceeds as provided in Paragraph 15.02.13, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Owner arising out of or relating to completing the Work, such excess will be paid to Contractor. If such claims, costs, losses, and damages exceed such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses, and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this Paragraph Owner shall not be required to obtain the lowest price for the Work performed. D. Notwithstanding Paragraphs 15.02.13 and 15.02.C, Contractor's services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. E. Where Contractor's services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due Contractor by Owner will not release Contractor from liability. F. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 5.0 LA, the termination procedures of that bond shall supersede the provisions of Paragraphs 15.02.B, and 15.02.C. 15.03 Owner May Terminate For Convenience A. Upon seven days written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract. In such case, Contractor shall be paid for (without duplication of any items): 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; 3. 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 in settlement of terminated contracts with Subcontractors, Suppliers, and others; and 4. reasonable expenses directly attributable to termination. B. Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 15.04 Contractor May Stop Work or Terminate A. If, through no act or fault of Contractor, (i) the Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority, or (ii) Engineer fails to act on any Application for Payment EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-40 within 30 days after it is submitted, or (iii) Owner fails for 30 days to pay Contractor any sum finally determined to be due, then Contractor may, upon seven days written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspension or failure within that time, terminate the Contract and recover from Owner payment on the same terms as provided in Paragraph 15.03. B. 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, or Owner has failed for 30 days to pay Contractor any sum finally determined to be due, Contractor may, seven days after written notice to Owner and Engineer, stop the Work until payment is made of all such amounts due Contractor, including interest thereon. The 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. Either Owner or Contractor may request mediation of any Claim submitted to Engineer for a decision under Paragraph 10.05 before such decision becomes final and binding. The mediation will be governed by the Construction Industry Mediation Rules of the American Arbitration Association in effect as of the Effective Date of the Agreement. The request for mediation shall be submitted in writing to the American Arbitration Association and the other party to the Contract. Timely submission of the request shall stay the effect of Paragraph 10.05.E. B. Owner and Contractor shall participate in the mediation process in good faith. The process shall be concluded within 60 days of filing of the request. The date of termination of the mediation shall be determined by application of the mediation rules referenced above. C. If the Claim is not resolved by mediation, Engineer's action under Paragraph 10.05.0 or a denial pursuant to Paragraphs 10.05.C.3 or 10.05.1) shall become final and binding 30 days after termination of the mediation unless, within that time period, Owner or Contractor: 1. elects in writing to invoke any dispute resolution process provided for in the Supplementary Conditions, or 2. agrees with the other party to submit the Claim to another dispute resolution process, or 3. gives written notice to the other party of their intent to submit the Claim to a court of competent jurisdiction. 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: 1. 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 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 17.02 Computation of Times A. When any period of time is referred to in the Contract Documents by days, it will be 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 available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regula- tions, by special warranty or guarantee, or by other provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated 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, warranties, 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 Contract or termination of the services of Contractor. 17.05 Controlling Law A. This Contract is to be governed by the law of the state in which the Proiect is located. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-41 17.06 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. EJCDC C-700 Standard General Conditions of the Construction Contract. Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 00700-42