00 72 00 Standard General Conditions of the Construction Contract

This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the controlling Applicable Laws.

These General Conditions have been prepared for use with the Agreement Between Owner and

Contractor for Construction Contract (EJCDC® C-520, Stipulated Sum, or C-525, Cost-Plus, 2013

Editions). Their provisions are interrelated and a change in one may necessitate a change in the other.

To prepare supplementary conditions that are coordinated with the General Conditions, use EJCDC’s

Guide to the Preparation of Supplementary Conditions (EJCDC® C-800, 2013 Edition). The full EJCDC

Construction series of documents is discussed in the Commentary on the 2013 EJCDC Construction

Documents (EJCDC® C-001, 2013 Edition).

The copyright for this document is owned jointly by the three sponsoring organizations listed above.

The National Society of Professional Engineers is the Copyright Administrator for the EJCDC documents; please direct all inquiries regarding EJCDC copyrights to NSPE.

NOTE: EJCDC publications may be purchased at www.ejcdc.org, or from any of the sponsoring organizations above.

NOTE: Capital Region Water has modified the Standard General Conditions to create these General

Conditions.

TABLE OF CONTENTS

Page

ARTICLE 1 – Definitions and Terminology

1.01 Defined Terms

1.02 Terminology

ARTICLE 2 – Preliminary Matters

2.01 Delivery of Bonds and Evidence of Insurance

2.02 Copies of Documents

2.03 Before Starting Construction

2.04 Preconstruction Conference; Designation of Authorized Representatives

2.05 Initial Acceptance of Schedules

2.06 Electronic Transmittals

ARTICLE 3 – Contract Documents: Intent, Requirements, Reuse

3.01 Contract Documents

3.01 Intent

3.02 Reference Standards

3.03 Reporting and Resolving Discrepancies

3.04 Requirements of the Contract Documents

3.05 Reuse of Documents

3.06 Primacy of Dispute Resolution Provisions

ARTICLE 4 – Commencement and Progress of the Work

4.01 Commencement of Contract Times; Notice to Proceed

4.02 Starting the Work

4.03 Reference Points

4.04 Progress Schedule

4.05 Delays in Contractor’s Progress

ARTICLE 5 – Availability of Lands; Subsurface and

Physical Conditions; Hazardous Environmental Conditions

5.01 Availability of Lands

5.02 Use of Site and Other Areas

5.03 Subsurface and Physical Conditions

5.04 Differing Subsurface or Physical Conditions

5.05 Underground Facilities

5.06 Hazardous Environmental Conditions at Site

ARTICLE 6 – Bonds and Insurance

6.01 Performance, Payment, and Other Bonds

6.02 Insurance – General Provisions

6.03 Contractor’s Insurance

6.03 Contractor’s Insurance

6.04 Owner’s Liability Insurance

6.05 Property Insurance

6.06 Waiver of Rights

6.07 Receipt and Application of Property Insurance Proceeds

ARTICLE 7 – Contractor’s Responsibilities

7.01 Supervision and Superintendence

7.02 Labor; Working Hours

7.03 Services, Materials, and Equipment

7.04 “Or Equals”

7.05 Substitutes

7.06 Concerning Subcontractors and Others

7.07 Patent Fees and Royalties

7.08 Permits

7.09 Taxes

7.10 Compliance with Applicable Laws and Regulations

7.11 Record Documents

7.12 Safety and Protection

7.13 Safety Representative

7.14 Hazard Communication Programs

7.15 Emergencies

7.16 Shop Drawings, Samples, and Other Submittals

7.17 Contractor’s General Warranty and Guarantee

7.18 Indemnification

7.19 Delegation of Professional Design Services

ARTICLE 8 – Other Work at the Site

8.01 Other Work

8.02 Coordination

8.03 Legal Relationships

ARTICLE 9 – Owner’s Responsibilities

9.01 Communications to Contractor

9.02 Replacement of Engineer

9.03 Furnish Data

9.04 Pay When Due

9.05 Lands and Easements; Reports, Tests, and Drawings

9.06 Insurance

9.07 Change Orders

9.08 Inspections, Tests, and Approvals

9.09 Limitations on Owner’s Responsibilities

9.10 Undisclosed Hazardous Environmental Condition

9.11 Evidence of Financial Arrangements

9.12 Safety Programs

ARTICLE 10 – Engineer’s Status During Construction

10.01 Owner’s Representative

10.02 Visits to Site

10.03 Project Representative

10.04 Rejecting Defective Work

10.05 Shop Drawings, Change Orders and Payments

10.06 Determinations for Unit Price Work

10.07 Decisions on Requirements of Contract Documents and Acceptability of Work 65

10.08 Limitations on Engineer’s Authority and Responsibilities

10.09 Compliance with Safety Program

ARTICLE 11 – Amending the Contract Documents; Changes in the Work

11.01 Amending and Supplementing Contract Documents

11.02 Owner-Authorized Changes in the Work

11.03 Unauthorized Changes in the Work

11.04 Change of Contract Price

11.05 Change of Contract Times

11.06 Change Proposals

11.07 Execution of Change Orders

11.08 Notification to Surety

ARTICLE 12 – Claims

12.01 Claims

ARTICLE 13 – Cost of the Work; Allowances; Unit Price Work

13.01 Cost of the Work

13.02 Allowances

13.03 Unit Price Work

ARTICLE 14 – Tests and Inspections; Correction, Removal or Acceptance of Defective Work76

14.01 Access to Work

14.02 Tests, Inspections, and Approvals

14.03 Defective Work

14.04 Acceptance of Defective Work

14.05 Uncovering Work

14.06 Owner May Stop the Work

14.07 Owner May Correct Defective Work

ARTICLE 15 – Payments to Contractor; Set-Offs; Completion; Correction Period

15.01 Progress Payments

15.02 Contractor’s Warranty of Title

15.03 Substantial Completion

15.04 Partial Use or Occupancy

15.05 Final Inspection

15.06 Final Payment

15.07 Waiver of Claims

15.08 Correction Period

ARTICLE 16 – Suspension of Work and Termination

16.01 Owner May Suspend Work

16.02 Owner May Terminate for Cause

16.03 Owner May Terminate For Convenience

16.04 Contractor May Stop Work or Terminate

ARTICLE 17 – FINAL RESOLUTION OF DISPUTES DISPUTE Resolution

17.01 Methods and Procedures

17.01 Claims/Dispute Resolution

17.02 Continuing Contract Performance

17.03 Waiver of Claims: Final Payment

17.04 Increase in the Contract Sum

17.05 Claims for Additional Time

17.06 Submission of Claims to Engineer

17.07 Second-Step Administrative Determination

ARTICLE 18 – Miscellaneous

18.01 Giving Notice

18.01 Giving Notice

18.02 Computation of Times

18.03 Cumulative Remedies

18.04 Limitation of Damages

18.05 No Waiver

18.06 Survival of Obligations

18.07 Controlling Law

18.08 Headings

18.09 Right-to-know

18.10 Addresses

18.11 Wage Rates

18.12 Document Precedence

18.13 U.S. Steel Product Procurement

18.14 Disposal of Surplus Material

18.15 Responsibilities Regarding Existing Utilities and Structures

18.16 Standards and Specifications

18.17 Complaints

ARTICLE 19 – MISCELLANEOUS

19.01 Non-Discrimination

19.02 Capital Region Water Minority/Women/Disadvantaged Business Enterprise Plan101

19.03 Minimum Wage Rates

19.04 Prevention of Environmental Pollution and Preservation of Public Natural Resources.

19.05 Erosion and Sediment Control

19.06 Air Pollution Control Act

19.07 State Highway Requirements

19.08 Pennsylvania Act 141 Public Works Employment Verification

ARTICLE 1 – DEFINITIONS AND TERMINOLOGY

1.01 Defined Terms

A. Wherever used in the Bidding Requirements or Contract Documents, a term printed with initial capital letters, including the term’s singular and plural forms, will have the meaning indicated in the definitions below. 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, executed by Owner and Contractor, that sets forth the Contract Price and Contract Times, identifies the parties and the Engineer, and designates the specific items that are Contract Documents.

3. Applicable Laws—The statutes, regulations, rules, ordinances, and policies promulgated by federal, state, and local governmental entities with jurisdiction over the Project.

4. 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.

5. Authorities having Jurisdiction – Such authorities, including building code officials, zoning officials, municipalities, townships, inspectors, and regulatory agencies which protect the public’s health, safety, and welfare through administration of laws, codes, and other regulations.

6. Bid—The offer of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. The Bidder will be referred to in the singular and masculine gender.

7. Bidder—An individual or entity that submits a Bid to Owner.

8. Bidding Documents—The Bidding Requirements, the proposed Contract Documents, and all Addenda.

9. Bidding Requirements—The Advertisement or invitation to bid, Instructions to

Bidders, Bid Bond, or other Bid security, if any, the Bid Form, and the Bid with any attachments or documents submitted contemporaneously with the Bid.

10. Change Order—A document 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, or other revision to the Contract, issued on or after the

Effective Date of the Contract.

11. Change Proposal—A written request by Contractor, duly submitted in compliance with the procedural requirements set forth herein, seeking an adjustment in Contract Price or Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of the Contract Documents or the acceptability of Work under the

Contract Documents; challenging a set-off against payments due; or seeking other relief with respect to the terms of the Contract.

12. Claim

a. A demand or assertion by Owner directly to Contractor, duly submitted in compliance with the procedural requirements set forth herein, seeking an adjustment of Contract Price or Contract Times; contesting an initial decision by

Engineer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; contesting Engineer’s decision regarding a Change Proposal; seeking resolution of a contractual issue that Engineer has declined to address; or seeking other relief with respect to the terms of the Contract.

b. A demand or assertion by Contractor directly to Owner, duly submitted in compliance with the procedural requirements set forth herein, contesting

Engineer’s decision regarding a Change Proposal, or seeking resolution of a contractual issue that Engineer has declined to address.

c. A demand or assertion by Owner or Contractor, duly submitted in compliance with the procedural requirements set forth herein, made pursuant to

Paragraph 12.01.A.4, concerning disputes arising after Engineer has issued a recommendation of final payment.

d. A demand for money or services by a third party is not a Claim.

13. Constituent of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), lead-based paint (as defined by the HUD/EPA standard), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to Laws and

Regulations (a) the Comprehensive Environmental Response, Compensation and

Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); (b) the Hazardous Materials

Transportation Act, 49 U.S.C. §§5101 et seq.; (c) the Resource Conservation and

Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); (d) the Toxic Substances Control

Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.;

(f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; or (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material.

14. Contract—The entire and integrated written contract understanding between the

Owner and Contractor concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral.

a. The name of the Contract is:

Contract No. 2026-12: 2027 Sewer System Improvements Project

15. Contract Documents—Those items so designated in the Agreement these General

Conditions, and which together comprise the Contract. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Approved Shop Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents.

16. Contract Price or Sum—The money that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents.

17. Contract Times—The number of days or the dates by which Contractor shall: (a) achieve Milestones, if any; (b) achieve Substantial Completion; and or (c) complete the Work.

18. Contractor—The individual or entity with which Owner has contracted for performance of entered into the Work Agreement. The Contractor will be referred to in the singular and masculine gender.

19. Cost of the Work—See Paragraph 13.01 for definition.

20. Drawings—The part of the Contract that graphically shows the scope, extent, and character of the Work to be performed by Contractor.

21. Effective Date of the Contract—The date indicated in the Agreement, on which the

Contract becomes effective.

22. Electronic Document—Any Project-related correspondence, attachments to correspondence, data, documents, drawings, information, or graphics, including but not limited to Shop Drawings and other Submittals, that are in an electronic or digital format.

23. Electronic Means—Electronic mail (email), upload/download from a secure Project website, or other communications methods that allow: (a) the transmission or communication of Electronic Documents; (b) the documentation of transmissions, including sending and receipt; (c) printing of the transmitted Electronic Document by the recipient; (d) the storage and archiving of the Electronic Document by sender and recipient; and (e) the use by recipient of the Electronic Document for purposes permitted by this Contract. Electronic Means does not include the use of text messaging, or of Facebook, Twitter, Instagram, or similar social media services for transmission of Electronic Documents.

24. Engineer—The individual or entity named as such in the Agreement. The Engineer will be referred to in the singular and masculine gender.

25. Field Order—A written order issued by Engineer which requires minor changes in the

Work but does not change the Contract Price or the Contract Times, or which directs

Contractor to perform Work which Contractor may believe is not required.

26. Hazardous Environmental Condition— The presence at the Site of Constituents of

Concern in such quantities or circumstances that may present a danger to persons or property exposed thereto.

a. The presence at the Site of materials that are necessary for the execution of the

Work, or that are to be incorporated into in the Work, and that are controlled and contained pursuant to industry practices, Applicable Laws and Regulations, and the requirements of the Contract, is does not establish a Hazardous

Environmental Condition.

b. Applicable Laws and Regulations; Laws or Regulations —Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction.

27. Liens—Charges, security interests, or encumbrances upon Contract-related funds, real property, or personal property. The project is public work which may not be liened.

28. Milestone—A principal event in the performance of the Work that the Contract requires Contractor to achieve by an intermediate completion date or by a time prior to Substantial Completion of all the Work.

29. Notice of Intent to Award, Notice of Award—The written notice by Owner to a Bidder of Owner’s acceptance of the Bid.

a. Notice of Intent to Award—The written notice given by Owner to a Successful

Bidder stating that the Owner intends to award a Contract to the Successful

Bidder upon timely compliance with the requirements for Bonds, in connection with Owner’s obligations in connection with minority, woman and other disadvantaged enterprises program and in compliance with any other conditions precedent listed therein.

b. Notice of Award—The written notice by Owner to a Successful Bidder stating that the Owner has awarded the Contract and will sign and deliver the Agreement.

30. Notice to Proceed—A written notice given by Owner or Engineer fixing which fixes the date on upon Contract Times which performance on site will commence to run and on which Contractor shall start to perform the Work.

31. Owner—The individual or entity with which whom Contractor has contracted regarding entered into the Work Agreement and which has agreed to pay Contractor for the performance of the Work, pursuant to the terms of the Contract for whom the

Work is to be performed. Owner is Capital Region Water, referred to as “CRW” or

“Owner” in the Agreement and other Contract Documents interchangeably.

32. Products - New material, machinery, components, equipment, fixtures, and systems forming the Work, not including machinery and equipment used for preparation, fabrication, conveying, and erection of the Work. Products may also include existing materials or components required for reuse.

33. 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.

34. Project—The total undertaking to be accomplished for Owner by engineers, contractors, and others, including planning, study, design, construction, testing, commissioning, and start-up, and of which the Work to be performed under the

Contract Documents is a part.

35. Project Manual—The written documents prepared for, or made available for, procuring, and constructing the Work, including but not limited to the Bidding

Documents or other construction procurement documents, geotechnical and existing conditions information, the Agreement, bond forms, General Conditions, and

Specifications. The contents of the Project Manual may be bound in one or more volumes.

36. Resident Project Representative—The authorized representative of Engineer assigned to assist Engineer at the Site. As used herein, the term Resident Project

Representative or “RPR” includes any assistants or field staff of Resident Project

Representative.

37. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged.

38. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required submittals and the time requirements for Engineer’s review of the submittals and the performance of related construction activities.

39. 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.

40. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents.

41. 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, and such other lands furnished by Owner which are designated for the use of Contractor.

42. Specifications— The part of the Contract that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the

Work.

43. Subcontractor—An individual or entity, including a manufacturer, fabricator, supplier, distributor, materialman, or vendor, having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work, or to furnish materials or equipment to be incorporated in the Work.

44. Submittal—A written or graphic document, prepared by or for Contractor, which the

Contract Documents require Contractor to submit to Engineer, or that is indicated as a Submittal in the Schedule of Submittals accepted by Engineer. Submittals may include Shop Drawings and Samples; schedules; product data; Owner-delegated designs; sustainable design information; information on special procedures; testing plans; results of tests and evaluations, source quality-control testing and inspections, and field or Site quality-control testing and inspections; warranties and certifications;

Suppliers’ instructions and reports; records of delivery of spare parts and tools;

operations and maintenance data; Project photographic documentation; record documents; and other such documents required by the Contract Documents.

Submittals, whether or not approved or accepted by Engineer, are not Contract

Documents. Change Proposals, Change Orders, Claims, notices, Applications for

Payment, and requests for interpretation or clarification are not Submittals.

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 whose Bid the Owner accepts, and to which the Owner makes an award of contract, subject to stated conditions.

47. Supplementary Conditions—The part of the Contract that amends or supplements these General Conditions, if any.

48. Supplier—A manufacturer, fabricator, supplier, distributor, 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 a Subcontractor.

49. Technical Data

a. Those items expressly identified as Technical Data in the Supplementary

Conditions, with respect to either (1) subsurface conditions at the Site, or physical conditions relating to existing surface or subsurface structures at the

Site (except Underground Facilities) or (2) Hazardous Environmental Conditions at the Site.

b. If no such express identifications of Technical Data have been made with respect to conditions at the Site, then the data contained in boring logs, recorded measurements of subsurface water levels, laboratory test results, and other factual, objective information regarding conditions at the Site that are set forth in any geotechnical, or environmental report prepared for the Project and made available to Contractor are hereby defined as Technical Data with respect to conditions at the Site under Paragraphs 5.03, 5.04, and 5.06.

50. Underground Facilities— All active or not-in-service underground lines, pipelines, conduits, ducts, encasements, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments systems, any encasements containing such facilities, including but not limited to those facilities or systems that produce, transmit, distribute, or convey power, electricity, light, heat, gases, steam, oil, crude oil products, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, waste, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. The term, “Underground

Facilities” does not include Owner’s pipelines that are being replaced.

51. Unit Price Work—Work to be paid for on the basis of unit prices.

52. 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, equipment, materials, supplies, and documentation necessary to produce such construction; furnishing, installing, and incorporating all materials and equipment into such construction; providing all administrative items and deliverables as set forth in the Contract Documents;

correcting defective work; and may include related services such as testing, start-up, and commissioning, all as required by the Contract Documents.

53. Work Change Directive—A written directive to Contractor issued on or after the

Effective Date of the Contract, signed by Owner and recommended by Engineer, ordering an addition, deletion, or revision in the Work, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Price or Contract Time, or both.

54. Conditions of the Contract – The combined General Conditions and Supplementary

Conditions, if any.

1.02 Terminology

A. The words and terms discussed in the following paragraphs are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning.

B. Intent of Certain Terms or Adjectives:

1. The Contract Documents include the terms “as allowed,” “as approved,” “as ordered,”

“as directed” or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives “reasonable,” “suitable,”

“acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the information in the Contract

Documents and with the design concept of the 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 Article 10 or any other provision of the

Contract Documents.

C. Day:

1. The word “day” means a calendar day of 24 hours measured from midnight to the next midnight.

D. Defective:

1. The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it:

a. does not conform to the Contract Documents; or

b. does not meet the requirements of any applicable inspection, reference standard, test, or 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 15.03 or 15.04).

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. If the Contract Documents establish an obligation of Contractor with respect to specific services, materials, or equipment, but do not expressly use any of the four words “furnish,” “install,” “perform,” or “provide,” then Contractor shall furnish and install said services, materials, or equipment complete and ready for intended use.

F. Unless stated otherwise in the Contract Documents, words or phrases that 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. Bonds: 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.

B. Evidence of Contractor’s Insurance: Before any Work at the site is started, Contractor shall deliver to Owner, with copies to Engineer and each additional insured identified in

Article 6, certificates of insurance (and other evidence of insurance which Owner or any additional insured may reasonably request) which Contractor is required to purchase and maintain in accordance with the requirements of Article 6.

C. Evidence of Owner’s Insurance: After receipt of the executed counterparts of the

Agreement and all required bonds and insurance documentation, Owner shall promptly deliver to Contractor, with copies to each named insured and additional insured (as identified in the Supplementary Conditions or otherwise), the certificates and other evidence of insurance required to be provided by Owner under Article 6.

2.02 Copies of Documents

A. Owner shall furnish to Contractor one printed copy of the Contract (including one fully executed counterpart of the Agreement), and one copy in electronic portable document format (PDF). Additional printed copies will be furnished upon request at the cost of reproduction.

B. Owner shall maintain and safeguard at least one original printed record version of the

Contract, including Drawings and Specifications signed and sealed by Engineer and other design professionals. Owner shall make such original printed record version of the

Contract available to Contractor for review. Owner may delegate the responsibilities under this provision to Engineer.

2.03 Before Starting Construction

A. Preliminary Schedules: Upon issuance of the Notice to Proceed and prior to the commencement of the Contract Time ten (10) days thereafter, Contractor shall submit to

Engineer for timely review:

1. a preliminary Progress Schedule in bar chart format 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;

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.

2.04 Preconstruction Conference; Designation of Authorized Representatives

A. Before any Work at the Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in Paragraph

2.03(A), procedures for handling Shop Drawings, Samples, and other submittals, processing Applications for Payment, electronic or digital transmittals, and maintaining required records. The working understanding shall be memorialized in a project matrix, the form of which shall be acceptable to Owner.

B. At this conference Owner and Contractor each shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individuals shall have the authority to transmit and receive information, render decisions relative to the Contract, and otherwise act on behalf of each respective party.

2.05 Initial Acceptance of Schedules

A. Before any Work at the Site is started, 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 2.03(A). Contractor shall have an additional ten (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 Work to completion within the Contract Times presented in bar chart format and if it provides consideration of the time required to order, prepare, and process Shop Drawings and submittals, delivery time of materials and equipment, and time for accomplishment of the Work and it illustrates an orderly progression of the Work to completion within the Contract Times, to avoid unreasonable large percentages in the final months. Such acceptance will not impose on Engineer responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work, nor interfere with or relieve Contractor from Contractor’s full responsibility therefore.

2. Contractor’s Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals.

3. Contractor’s Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to the component parts of the Work.

2.06 Electronic Transmittals

A. Except as otherwise stated elsewhere in the Contract, the Owner, Engineer, and

Contractor may transmit, and shall accept, Project-related correspondence, text, data, documents, drawings, information, and graphics, including but not limited to Shop

Drawings and other submittals, in electronic media or digital format, either directly, or through access to a secure Project website.

B. If the Contract does not establish protocols for electronic or digital transmittals, then, Engineer shall develop such protocols.

C. When transmitting items in electronic media or digital format, the transmitting party makes no representations as to long term compatibility, usability, or readability of the items resulting from the recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the items, or from those established in applicable transmittal protocols.

ARTICLE 3 – CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE

3.01 Contract Documents

A. The Contract Documents for the Project shall consist of the following:

1. Amendments and other modifications issued subsequent to the execution of the

Agreement.

2. Agreement with signature page.

3. Addenda issued prior to execution of the Agreement.

4. Supplementary Conditions of the Contract (if issued).

5. General Conditions of the Contract (EJCDC Document C-700, 2013 edition, as amended).

6. The General Requirements (Division 1).

7. Supplementary Instructions to Bidders (if issued).

8. Instructions to Bidders.

9. Attachments to the Instructions to Bidders.

10. Notice(s) to Proceed.

11. Documents submitted in connection with the Owner’s Minority Women and

Disadvantaged Business Enterprise Plan.

12. Performance and Payment Bonds.

13. Prevailing Wage Predetermination.

14. Completed Contractor's Qualification Statement.

15. Completed Bid Form with signature page.

16. Invitation to Bid / Advertisement.

17. Insurance Certificates.

18. Drawings of all Contracts, and the Specifications of all Contracts.

19. Non-Collusion Affidavit.

20. Bid Security.

21. GIS, Test Boring, and other Geotechnical Information (if issued).

22. Certificates of authorization to do business (out-of-state contractors).

23. Corporate resolution (if required for corporate awardee) or similar submittal from an

LLC.

24. Other required documents.

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.

C. Unless otherwise stated in the Contract Documents, if there is a discrepancy between the electronic or digital versions of the Contract Documents (including any printed copies derived from such electronic or digital versions) and the printed record version, the printed record version shall govern.

D. The Contract supersedes prior negotiations, representations, and agreements, whether written or oral.

E. Engineer will issue clarifications and interpretations of the Contract Documents as provided herein.

F. Each and every provision of law and clause required by law to be inserted in these

Contract Documents shall be deemed to be inserted herein, and they shall be read and enforced as though it were included herein, and if through mistake or otherwise, any such provision is not inserted, or if not correctly inserted, then upon the application of either party, the Contract Documents shall forthwith be physically amended to make such insertion.

3.02 Reference Standards

A. Standards Specifications, Codes, and Applicable Laws

1. Reference in the Contract Documents to standard specifications, manuals, reference standards, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard specification, manual, reference standard, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Contract 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, reference standard, or code, or any instruction of a Subcontractor, shall be effective to change the duties or responsibilities of Owner, Contractor, or Engineer, or any of their subcontractors, consultants, agents, or employees, from those set forth in the part of the Contract

Documents prepared by or for Engineer. No such provision or instruction shall be effective to assign to Owner, Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the part of the Contract

Documents prepared by or for Engineer.

3.03 Reporting and Resolving Discrepancies

A. Reporting Discrepancies:

1. Contractor’s Verification of Figures and Field Measurements: Before undertaking each part of the Work, Contractor shall carefully study the Contract Documents, and check and verify pertinent figures and dimensions therein, particularly with respect to applicable field measurements. Contractor shall promptly report in writing to

Engineer any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall not proceed with any Work affected thereby until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract

Documents issued pursuant to Paragraph 11.01.

2. Contractor’s Review of Contract Documents: If, before or during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable

Law or Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any Subcontractor, then

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

7.15) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract

Documents issued pursuant to Paragraph 11.01.

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 had actual knowledge thereof.

B. Resolving Discrepancies:

1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the part of the Contract Documents prepared by or for Engineer shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between such provisions of the Contract Documents and:

a. the provisions of any standard specification, manual, reference standard, or code, or the instruction of any Subcontractor (whether or not specifically incorporated by reference as a Contract Document); or

b. the provisions of any Laws or Regulations applicable to the performance of the

Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).

2. In the event of conflicts or discrepancies among the Contract Documents, interpretations will be subject to the document hierarchy, as set forth in Section

3.01.A, with the highest priority assigned to document #1, and descending to #23, which has the lowest priority.

3. In resolving such conflicts, errors, and discrepancies, figure dimension on Drawings shall govern over scale dimension, and a detailed Drawing shall govern over a general

Drawing.

3.04 Requirements of the Contract Documents

A. During the performance of the Work and until final payment, Contractor and Owner shall submit to the Engineer all matters in question concerning the requirements of the

Contract Documents (sometimes referred to as requests for information or interpretation—RFIs), or relating to the acceptability of the Work under the Contract

Documents, as soon as possible after such matters arise. Engineer will be the initial interpreter of the requirements of the Contract Documents, and judge of the acceptability of the Work thereunder.

B. Engineer will, with reasonable promptness, render a written clarification, interpretation, or decision on the issue submitted, or initiate an amendment or supplement to the

Contract Documents. Engineer’s written clarification, interpretation, or decision will be final and binding on Contractor, unless it appeals by submitting a Change Proposal and on Owner unless it appeals by filing a Claim.

C. If a submitted matter in question concerns terms and conditions of the Contract

Documents that do not involve (1) the performance or acceptability of the Work under the Contract Documents, (2) the design (as set forth in the Drawings, Specifications, or otherwise), or (3) other engineering or technical matters, then Engineer will promptly give written notice to Owner and Contractor that Engineer is unable to provide a decision or interpretation. If Owner and Contractor are unable to agree on resolution of such a matter in question, Contractor may pursue resolution as provided in Article 16.

D. In the event of any conflict between the provisions of this Paragraph and Article 16, the provisions of Article 16 shall control.

3.05 Reuse of Documents

A. Contractor and its Subcontractors and Suppliers shall not:

1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of

Engineer or its consultants, including electronic media editions, or reuse any such

Drawings, Specifications, other documents, or copies thereof on extensions of the

Project or any other project without written consent of Owner and Engineer and specific written verification or adaptation by Engineer; or

2. have or acquire any title or ownership rights in any other Contract Documents, reuse any such Contract Documents for any purpose without Owner’s express written consent, or violate any copyrights pertaining to such Contract Documents.

B. The prohibitions of this Paragraph 3.06 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 Primacy of Dispute Resolution Provisions

A. The Agreement between Owner and Contractor and other Contract Documents and information supplied to Contractor in connection with this Project, including any deficiency, inconsistency or misrepresentation therein, shall not create any cause of action in favor of Contractor against the Engineer or other third party, whether such action may be for breach of contract, breach of warranty, negligence, misrepresentation or other tort, or otherwise including claims against the Engineer, and any consultant, or their officers, directors, partners, employees, representatives, agents, consultants and subcontractors. To the extent that such a cause of action in favor of the Contractor is created by operation of law, such claim shall be deemed to be waived.

B. Except when Contractor is required to pursue a claim directly against another Contractor as directed elsewhere in the Contract Documents or its own subcontractors, Contractor agrees that any and all claims, disputes or legal actions filed or pursued by the Contractor in connection with this Contract, the Contract Documents or the Project, shall be filed or pursued only against Owner under the claims procedures set forth in these General

Conditions, and that no claims or legal actions will be filed or pursued against Owner’s administrators, officials, board members, employees, representatives, or Engineer or his officers, directors, partners, employees, representatives, agents, consultants and subcontractors and consultants, or their employees or representatives. Contractor agrees that this paragraph shall survive termination of this agreement. Contractor also agrees that this paragraph shall be binding whether or not Contractor claims prior breach of this contract and that this paragraph shall apply to any and all claims including breach of contract, breach of warranty, negligence, misrepresentation or other tort, or otherwise.

ARTICLE 4 – COMMENCEMENT AND PROGRESS OF THE WORK

4.01 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 Contract or, if a Notice to Proceed is given, on the day indicated in the Notice to

Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective

Date of the Contract. In no event will the Contract Times commence to run later than the sixtieth day after the day of Bid opening or the thirtieth day after the Effective Date of the Contract, whichever date is earlier.

A. The Contract Time will commence upon Notice to Proceed.

4.02 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 such date or prior to

Contractor’s delivery of insurance certificates as required by the Contract Documents.

B. Contractor shall provide written notice to the Engineer and Owner at least 48 hours prior to the start and/or resumption of construction, road closures, customer service interruptions, and testing activities.

4.03 Reference Points

A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer’s judgment are necessary to enable Contractor to proceed with 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.

1. Surveys, as required to set control points for lines, grades and elevations, shall be made by the Contractor from reference points provided by the Engineer.

B. Engineer may check the lines, elevations, reference marks, batter boards, etc., set by

Contractor, and Contractor shall correct any errors disclosed by such check. Such a check shall not be considered as approval of Contractor's work and shall not relieve Contractor of the responsibility for accurate construction of the entire Work. The Contractor shall furnish personnel to assist Engineer in checking lines and grades.

4.04 Progress Schedule

A. Contractor shall adhere to the Progress Schedule established in accordance with

Paragraph 2.05 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 2.05) proposed adjustments in the Progress Schedule that will not result in changing the Contract Times.

2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 11.

B. 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, or during any appeal process, except as permitted by Paragraph 15.04, or as Owner and Contractor may otherwise agree in writing.

4.05 Delays in Contractor’s Progress

A. If Owner, Engineer, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be…