1-Attachment No. 1 Construction Contract Water Transmission Main, Valves Emergency, and Other Urgent Repairs II.pdf

Rev. 1-30-2026 PMP

CONSTRUCTION CONTRACT

BETWEEN

GREAT LAKES WATER AUTHORITY, A MICHIGAN MUNICIPAL AUTHORITY

AND

ENTER CONTRACTOR NAME

REQUISITION NO. REQ-0007823

SCN-_______________________

WATER TRANSMISSION MAIN, VALVES, EMERGENCY AND OTHER URGENT

REPAIRS CONTRACT II

TABLE OF CONTENTS

BOOK 1: CONSTRUCTION CONTRACT

Article I: Employment of Contractor Article II: Contracting Officer Article III: The Contract Documents Article IV: Commencement and Completion; Schedule Article V: Contract Price; Terms of Payment Article VI: Notices Article VII: Insurance and Bonds Article VIII: Miscellaneous Provisions

EXHIBIT A: General Project Details EXHIBIT B: Contract Documents EXHIBIT C: General Conditions

Article 1: General Provisions

1.1 Definitions

1.2 Execution, Correlation and Intent

1.3 Ownership and Use of Documents

1.4 Contractor Project Manager and Key Personnel

Article 2: Owner General Provisions

2.1 General Provisions

Article 3: Owner Obligations and Rights

3.1 Information and Assistance Required of Owner

3.2 Owner’s Right to Stop the Work

3.3 Owner’s Right to Carry Out the Work

3.4 Owner’s Right to Withhold Payment

3.5 Owner’s Right to Require Use of Owner’s PMIS

Article 4: Contractor Obligations

4.1 Review of Contract Documents

4.2 Supervision and Construction Procedures

4.3 Labor and Materials

4.4 Warranty

4.5 Taxes

4.6 Permits, Fees and Notices

4.7 Shop Drawings, Product Data, and Samples

4.8 Use of Site

4.9 Cutting and Patching of Work

4.11 Royalties and Patents

4.12 Indemnification

4.13 Use of Small Unmanned Aircraft Systems

Article 5: Subcontractors

5.1 No Contractual Relationship

5.2 Award of Subcontracts and Other Contracts for Portions of the Work

5.3 Subcontractor Relations

5.4 Communications with Subcontractors

Article 6: Work by Owner or by Third Parties

6.1 Owner’s Right to Perform the Work and to Award Separate Contracts

6.2 Mutual Responsibility

6.3 Owner’s Right to Clean Up

Article 7: Miscellaneous Provisions

7.1 Tests

7.2 Non-Discrimination

Article 8: Time

8.1 Determining Substantial and Final Completion

8.2 Progress and Completion

8.3 Suspension by Owner

8.4 Delays and Extensions of Time

8.5 Acceleration of Performance

8.6 Prerequisites for Start of Construction

8.7 Use of Float

Article 9: Payments and Completion

9.1 Contract Price

9.2 Schedule of Values

9.3 Applications for Payment

9.4 Progress Payments

9.5 Payments Withheld

9.6 Failure of Payment

9.7 Substantial Completion

9.8 Final Completion, Final Payment, and Release of Retention

Article 10: Protection of Persons and Property

10.1 Safety Precautions and Programs

10.2 Safety of Persons and Property

10.3 Emergencies

10.4 Environmental

Article 11: Costing Basis

11.1 Cost-Plus Fixed Fee Work

11.2 Unit Price Work

11.3 Lump Sum Work

Article 12: Changes in the Work

12.1 General

12.2 Processing Changes in the Work

12.3 Costing Basis for Changed Work

12.4 Concealed Conditions

12.5 Changes for an Owner Act, Error, or Omission

12.6 Allowances

Article 13: Uncovering and Correction of Work

13.1 Uncovering of Work

13.2 Correction of Work

13.3 Acceptance of Defective or Non-Conforming Work

Article 14: Termination

14.1 Termination

14.2 Termination for Cause

14.3 Termination for Convenience

Article 15: Audit

15.1 Owner’s Access to Contractor’s Records

Article 16: Conflict of Interest Article 17: Confidential Information Article 18: Claims

18.1 Claims

18.2 Submittal of Claims; Resolution

EXHIBIT D: Costing Summary and Payment Terms EXHIBIT E: Notice Addresses and Designation of Representatives EXHIBIT F: Insurance and Bonds EXHIBIT G: Glossary EXHIBIT H: Supplemental General Conditions EXHIBIT I: Bid Addenda

BOOK 2: Specifications

BOOK 3: Drawings, if applicable

GREAT LAKES WATER AUTHORITY

CONSTRUCTION CONTRACT

This Construction Contract, requisition no. Enter Req Number (“Contract”), is made by and between the Great Lakes Water Authority (“Owner”), and Enter Contractor Name, with its principal place of business located at Enter Contractor Address (“Contractor”). Collectively, Owner and Contractor are the “Parties” and individually a “Party”.

Recitals

A. Owner desires to retain Contractor for purposes of securing from Contractor certain labor, equipment and/or materials (“Work”) on a task order basis as set forth in the Contract Documents; and

B. Contractor is willing and able to perform the Work in accordance with the Contract

Documents; and

Accordingly, in consideration of the promises, the mutual undertakings, and benefits to accrue to the Parties and to the public, the Parties agree as follows:

Article I: Employment of Contractor

1.01 Owner engages Contractor to perform the Work relating to the Project, as the same is described in Exhibit A, General Project Details and, if applicable, Exhibit I, Bid Addenda, in accordance with the terms and conditions contained in the Contract Documents, which are set forth in Exhibit B, Contract Documents, as administered and directed by Owner, and if applicable, as set forth in Exhibit H, Supplemental General Conditions. The Contract Documents include, without limitation, Exhibit C, General Conditions.

1.02 Contractor shall comply with and shall require its employees, Subcontractors, Sub- Subcontractors, Suppliers, and laborers to comply with (i) all health, safety, and security policies and procedures in effect at any Owner-owned or operated facility, (ii) any Owner-requested background checks, and (iii) Owner’s security clearance requirements.

1.03 This Agreement consists of the performance of various Task Orders at certain Owner sites and facilities on an emergent basis and as specified in the Task Order. This Agreement requires Contractor to provide general contracting services and Project management. Task Orders may consist of one or more maintenance and/or construction tasks.

(a) Task Orders may be authorized periodically throughout the Agreement term as emergency and urgent situations arise; provided however, that no Task Orders are guaranteed to be offered to Contractor within the Agreement term.

(b) Except as provided herein, the procedure for establishing each Task Order is as follows:

(i) Upon the occurrence of an urgent or emergent situation and identifying a specific Task Order, Owner shall contact Contractor identifying a problem and generally describing the scope of Work, proposed schedule, and other requirements for pricing the items of Work by Contractor.

(ii) Contractor shall respond to Owner’s request within four (4) hours, or such lesser time as requested by Owner, with written confirmation of receipt of the Task Order and deployment of staff to the Work site. In the event of a delayed response from Contractor, the Contracting Officer reserves the right to perform the Work itself, or to utilize other contractors to complete the Work.

(iii) If Contractor receives a verbal notice to start Work, Owner shall issue a Task

Order Agreement as soon as practicable. Work performed under this Section 1.03 shall be on a time and materials basis and shall utilize the fees set forth in Exhibit B.

Article II: Contracting Officer

2.01 The Contracting Officer shall be the CPO or, if designated by the CPO, Owner’s Project

Manager, as set forth in Exhibit E, Notice of Addresses and Designation of Representatives.

Article III: The Contract Documents

3.01 The Contract Documents shall be as set forth in Exhibit B.

Article IV: Commencement and Completion; Schedule

4.01 The term of this Agreement shall be as specified in Exhibit A.

4.02 The Contract Time shall commence to run on the date specified in the Task Order Agreement and the Work shall be complete on or before each Key Completion Time specified in such Task Order Agreement.

4.03 The terms and conditions regarding liquidated damages, if any, shall be as set forth in Exhibit A.

Article V: Contract Price; Terms of Payment

5.01 Subject to Contractor’s performance of its obligations under and in accordance with the Contract Documents, Owner agrees to pay Contractor the Contract Price stated in Exhibit D, Costing Summary and Terms of Payment.

5.02 Separately and individually for any Task Order, subject to Contractor’s performance of its obligations under the Contract Documents, Owner agrees to pay Contractor for the performance of the Work under any Task Order the Contract Price in accordance with the terms set forth in Exhibit D.

Article VI: Notices

6.01 “Notice of Termination for Cause”, “Notice of Termination for Convenience”, and “Notice to Proceed” shall be in writing, mailed by postage prepaid, signed by the CPO, and addressed to Contractor as set forth in Exhibit E.

6.02 Either Party may change its postal address and/or e-mail address at any given time by giving notice of the address change to the other Party.

6.03 “Notice of Change of Address” shall be in writing, mailed by postage prepaid, signed by the authorized representative of the Party, and addressed as set forth in Exhibit E.

6.04 All other notices, consents, approvals, requests, and other communications required or permitted under the Contract Documents, including change of e-mail address, may be given by a Party by e-mail at the e-mail addresses set forth in Exhibit E.

6.05 Notices shall be deemed given on the day of mailing or e-mailing.

6.06 Any notice given in the manner specified in this Article shall be sufficient and Contractor waives all claims relative to the sufficiency of such notice.

Article VII: Insurance and Bonds

7.01 For this Contract and any Task Order, unless specified otherwise in a Task Order, Contractor shall provide and include in its pricing the insurance and bonds required in Exhibit F, Insurance and Bonds. Contractor shall comply fully with the terms and conditions of Exhibit F at no additional cost to Owner.

7.02 Owner reserves the right to request additional coverage, and coverage amounts for each Task

Order. Contractor shall be required to provide such coverages prior to starting Work on the applicable Task Order. There shall be no coverage exclusions for the task order contracting method described in this Agreement in any of the policies provided.

Article VIII: Miscellaneous Provisions

8.01 No part of the Contract Documents may be waived except by written agreement of the Parties.

Forbearance in any form from demanding performance is not a waiver of performance. Until complete performance under the Contract Documents, the Party owed performance may invoke any remedy thereunder or under law, despite its past forbearance.

8.02 If any provision of the Contract Documents, or their application to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of the Contract Documents shall not be affected and shall remain valid and enforceable to the fullest extent permitted by law.

8.03 The Contract Documents contain the entire agreement between the Parties and all prior negotiations and agreements are thereby merged. Neither Owner nor its agents have made any representations except those expressly set forth in the Contract Documents, and no rights or remedies are, or shall be, acquired by Contractor by implication or otherwise unless expressly set forth therein.

8.04 Unless the context otherwise expressly requires, (i) the words "herein", "hereof", "hereunder”, and words of similar import refer to the Contract Documents as a whole and not to any particular section or subdivision; and (ii) as used in the Contract Documents, the singular shall include the plural, and the plural shall include the singular.

8.05 The headings of the sections of the Contract Documents are for convenience only and shall not be used to construe or interpret the scope or intent of the Contract Documents or in any way affect the same.

8.06 The Contract Documents and all actions arising thereunder shall be governed by, subject to, and construed according to the laws of the State of Michigan. Contractor shall submit to the personal jurisdiction of any competent court in Wayne County, Michigan, for any action arising out of the Contract Documents. Service of process at the address and in the manner specified in Article VI, “Notices”, shall be sufficient to put Contractor on notice and waives all claims relative to such notice. Contractor shall not commence any action against Owner because of any matter whatsoever arising out of or relating to the validity, construction, interpretation, and enforcement of the Contract Documents, in any courts other than those in Wayne County, Michigan, unless original jurisdiction can be had in the United States District Court, Eastern District, Southern Division, the Michigan Court of Appeals or the Michigan Supreme Court. The terms of this Section shall survive the expiration or termination of this Contract.

8.07 If any Subcontractor, Sub-Subcontractor, Supplier, or laborer shall take any action which, if done by a Party, would constitute a breach of the Contract Documents, the same shall be deemed a breach by Contractor with right legal effect. The terms of this Section shall survive the expiration or termination of this Contract.

8.08 This is not an exclusive service contract and, during the term hereof, Owner may contract with other consulting firms and contractors. Contractor is free to render the same or similar services to other clients, provided however, that Contractor’s obligations to Owner contained in the Contract Documents shall not be affected in any manner.

8.09 Contractor warrants that all prices, terms, warranties, and benefits granted to Owner are comparable to or better than the equivalent terms presently being offered by Contractor to any other customer for the performance of the Work.

8.10 Contractor covenants that it is not and shall not become in arrears to Owner upon any contract, debt, or other obligations to Owner. Contractor shall include this provision in any Subcontracts.

8.11 The Contract Documents shall not be construed to create any rights in any third party.

8.12 This Contract may be executed in any number of originals, any one of which shall be deemed an accurate representation of this Contract. Promptly after the execution of this Contract, Owner shall provide a copy to Contractor.

8.13 The rights and benefits under the Contract Documents shall inure to Owner and its agents, successors, and assigns.

8.14 Unless explicitly stated otherwise, the rights and remedies of Owner set forth in the Contract Documents are not exclusive and are in addition to any of the rights and remedies provided by law or equity.

8.15 Contractor waives any defense it may have to the validity of the execution of the Contract

Documents.

8.16 Owner shall have the right to recover by setoff from any payment owed to Contractor any amounts owed to Owner by Contractor under the Contract Documents or other contracts, and any other debt owed to Owner by Contractor.

8.17 No term or condition of the Contract Documents shall be construed to abrogate the governmental immunity granted to Owner by law.

8.18 Contractor shall not make an assignment of all or any part of the Contract Documents, nor any

Work thereunder, nor any payments due or to become due thereunder, without first obtaining written consent from Owner, which consent may be withheld in Owner’s sole and absolute discretion.

8.19 Owner shall be permitted to make an assignment of the Contract Documents to any successor in interest without the prior consent of Contractor. As soon as practicable thereafter, Owner shall provide written notice to Contractor of the assignment.

8.20 Nothing contained in the Contract Documents shall be construed as to create a relationship of employment, principal and agent, or joint venture between Owner and Contractor. Contractor is an independent contractor with respect to the Work to be performed under the Contract Documents.

8.21 Contractor represents and warrants that this Contract has been duly authorized and executed by an individual authorized to bind Contractor to its terms and conditions in accordance with Contractor’s requirements and procedures and constitutes a legal, valid, and binding obligation of Contractor.

8.22 For purpose of the hold harmless and indemnity provisions contained in the Contract Documents, the term “Owner” shall be deemed to include the Great Lakes Water Authority and all other associated, affiliated, allied, or subsidiary entities or commissions, now existing or subsequently created, and their officers, agents, representatives, and employees. The terms of this Section shall survive the expiration or termination of this Contract.

8.23 Capitalized terms in the Contract Documents shall have the meanings defined throughout the

Contract and as ascribed in Exhibit G, Glossary.

8.24 When the Work includes the installation of certain equipment and/or products, Contractor is required to review the proposed equipment/products to ensure that they are, at a minimum, “Energy Star” rated. All proposed equipment/product choices must be reviewed by a qualified Owner Energy Manager for approval only as to the sufficiency of the “Energy Star” rating and/or other applicable energy efficiency ratings; Owner assumes no responsibility for the adequacy, capability or appropriateness of the equipment/product selected by Contractor as it relates to successful completion of the Work. Contractor must supply all required documentation that will qualify Owner for energy program incentives offered by other utilities provided, however, that the process of applying for energy program incentives will be the responsibility of the Owner Energy Manager.

8.25 Contractor shall be subject to Owner’s “Vendor Performance Assessment”, and the results thereof may impact its future engagements with Owner.

8.26 When the Work requires adherence to Owner’s Business Inclusion and Diversity (B.I.D.)

Program as set forth in the Procurement Policy, Contractor shall use its best efforts to ensure compliance with Contractor’s “Diversity Plan”, as finalized and approved by Owner upon execution of this Contract. Owner may monitor and assess Contractor’s compliance with Contractor’s “Diversity Plan” during the term of this Contract.

8.27 Owner shall not be bound by “Unauthorized Acts” in any dealings with Contractor. For purposes of this Section, Unauthorized Acts means any acts by Owner’s employees, agents, or representatives that are not permitted by the Contract Documents.

(Signatures appear on next page)

Accordingly, Owner and Contractor, by and through their duly authorized officers and representatives, have executed this Contract as of the dates of their respective signatures below.

Enter Contractor Name, Contractor:

By:

Signature

Print Name

Its:

Title

Dated: ____________________________________

Great Lakes Water Authority, Owner:

By:

Suzanne R. Coffey, P.E.

Its: Chief Executive Officer

Dated: ____________________________________

APPROVED AS TO FORM BY

GLWA GENERAL COUNSEL: ___________________________________

Signature/Date

APPROVED BY GLWA

BOARD OF DIRECTORS: ☐ Not Applicable ☐ Enter Date

EXHIBIT A

GENERAL PROJECT DETAILS

The Project: Water Transmission Main, Valves, Emergency and Other Priority Repairs II

The Work: The Work generally consists of the following items and as fully described in the Contract Documents.

The Work for this Project may include but is not limited to development of a site safety plan, shutdown/startup planning, pipeline dewatering, filling, and disinfection, pipeline access, traffic control, valve repairs and replacements, emergency rehabilitation and replacement, and data verification. Work shall be performed on an as needed, on call, Task Order basis, through the issuance of Task Order Agreements, as further described herein. Contractor acknowledges and agrees that no Work and no task orders are guaranteed to be offered to Contractor within the Contract term.

1. Site Safety Plan

The Work will require confined space entry into manholes and long stretches of pipeline. In addition, most of the large diameter pipelines are located within highly traveled traffic areas. Contractor shall be required to provide a site safety plan for all Work performed under any Task Order.

2. Shutdown/Startup Planning

Contractor shall be responsible for working with the GLWA Systems Control operations staff to develop the shutdown and startup plan. Contractor shall execute the Work within the scheduled timeframe due to the criticality of these pipelines in the operation of the system and relationship with concurrent and future shutdowns.

3. Pipeline Dewatering, Filling, and Disinfection

The assessment and inspection of the large diameter pipelines will be completed by specialized companies that will be under separate contracts with Owner. In order for those companies to complete their work, the pipeline will require various levels of dewatering depending on the inspection method being employed. This could require full pipeline dewatering or just the pipeline being depressurized. Also, during the shutdown period any leaking nuisance water from leaking valves or groundwater impacting the pipeline assessment shall be removed by Contractor.

The method of dewatering each pipeline will vary in that some pipelines have blow-offs installed that will allow dry-prime pumps to be utilized, while others will require dewatering through manholes. In some cases, shallow excavations with road plates will be required in order to install temporary pipe from the blow-off structure to the point of discharge. In addition, there will be low spots in certain pipelines that will require Contractor to enter the pipeline and use submersible pumps to remove the water from that area. Any permits required to dewater the pipeline will be the responsibility of Contractor to obtain.

Once inspection is complete, Contractor shall work with Owner crews to fill and disinfect the pipeline per Michigan Department of Environment, Great Lakes, and Energy (EGLE) requirements and guidelines. This may require installation of air release valves, discharge piping, chlorine injection, and dechlorination equipment. Contractor shall assist in determining and making accessible bacteriological testing points, fill and discharge rates.

Contractor shall be responsible for complying with all discharge permit stipulations and testing requirements.

4. Pipeline Access

To access the pipe, the large diameter water mains in Owner’s system typically have access manholes located every ¼ to 1-mile apart. The majority of these access points are via 14-inch by 18-inch elliptical pressure manways. Contractor shall be responsible for removing the blind flanges or manway covers from the pipe during the assessment period. To mitigate drying out of the pipe walls and prevent insect and rodent entry, Contractor shall be required to keep the outlets covered when assessment Work is not going on. When completed, Contractor shall replace the blind flange or manway covers and install new nuts, bolts, and gaskets on the blind flanges or manway covers and new corporation stops if the existing is corroded, damaged, or missing.

In areas where there are not enough entry manholes for access or the area cannot be dewatered due to length between existing manholes, Contractor may be required to remove a section of existing pipe and replace it with a new section of pipe that has an access manhole.

Owner’s designated engineering consultant will provide details for these installations when necessary.

During the pipeline shutdown, the inspection companies, Owner’s staff/consultants, and others permitted by Owner may require pipeline entry. Contractor shall be required to provide permit required confined space entry components, including:

• Confined space entry plan

• At least one (1) attendant at the entry manhole, as well as one (1) attendant at the upstream or downstream device

• Safety tripod with ingress and egress winch and a fall protection device

• Safety harnesses for use by entry personnel

• Air transfer data and plan for ventilating pipeline during inspection

• Air monitors for use at entry manholes and for entry personnel

• Rescue team emergency response plans (i.e., fire department, private team, etc.)

5. Traffic Control

Many of the large diameter pipelines access manholes are located in the right-of-way and/or traffic areas. Contractor shall be responsible for submitting traffic control plans and obtaining traffic control permits for roadway and sidewalk detours or closures from the authority having jurisdiction (AHJ). When required by the AHJ, Contractor shall be responsible for developing traffic plans, preparing permit applications, and implementing the plan. All Work covered under Owner’s annual permit shall be incidental to the Work.

Costs associated with traffic plans and permits not covered under an annual Owner’s permit shall be reimbursed under the Cash Allowance.

In pipeline areas in non-traffic areas, Contractor must ensure the access to the entry manholes is accessible by vehicle. Contractor shall obtain licenses, permits, and/or permission from property owners, or other public agencies in areas where the pipeline easement is isolated from the right-of-way. When completed with the inspection, Contractor shall be responsible for restoring the impacted area to existing or better condition.

6. Valve Repairs and Replacements

During any shutdown, planning, and/or testing phases, broken or defective distribution and transmission system valves may be discovered. Contractor shall be required to assist with operating and diagnosing the problems with these valves. Contractor shall either repair or replace any valves deemed vital to the inspection as designated by Owner or Owner’s consultant.

7. Emergency Rehabilitation and Replacement

During the inspection process, there may be times that emergency rehabilitation will be required while the pipeline is still shutdown. In these cases, Contractor may be required to execute a Subcontract with another company, to be determined by Owner, which specializes in pipeline rehabilitation. Contractor shall also be responsible for providing access for the company completing the rehabilitation.

8. Data Verification

On occasion, there will be opportunities in which Owner will want to expose a section of pipe and verify damage, such as the number of wire breaks by exposing the wires in-situ for pre-stressed concrete cylinder pipe (PCCP). Contractor shall be responsible for obtaining the appropriate permits and approvals to accomplish this. Contractor shall assist Owner’s consultant by securing the excavation for manned entry, carefully chipping away the outer mortar coating to expose the wires along the entire length of the subject pipe segment and cleaning the wires for both visual and electrical continuity inspection. Once complete, Contractor shall be required to place a fresh mortar coating over the exposed wires, backfill the excavation, and restore the surface and surrounding area to existing or better condition.

9. Other Priority Repairs

Owner may request Contractor to quote and/or perform other priority repairs which may include elements of construction, repairs, or restoration ancillary to those tasks normally associated with water transmission and valve work including working with the Owner’s “Linear System Integrity Program” (LSIP) with inspection and urgent repairs. Those tasks may include architectural, engineering, design, construction, surveying, landscaping, electrical, or similar related work. Commencement of Work on such tasks will only proceed upon issuance of a task order detailing the scope of Work, schedule, and budget.

10. Execution of the Work

The Work and Specifications set forth in the Contract Documents are applicable to all Work to be completed by Contractor. During the term of the Contract and on an as-needed basis, the Contracting Officer may identify Work, detailed or not, for maintenance and/or construction tasks related to water transmission main, valve, and other priority repairs at various Owner-designated sites. The Work may include detailed sketches, drawings, and specifications, or the Work may include simple instructions or a problem definition which requires investigation by Contractor for resolution of the issue. Contractor shall be required to attend a site visit, if requested.

Such Work shall be requested by Owner via a written “Task Order Agreement”, which shall describe the requested Work, the commencement date on which the Contractor shall begin the Work, and the completion times for the Work. The exact scope of the Work will vary with each Task Order and minor design Work may be requested; however, most design work, if any, will be designed by Owner’s staff or through third-party consultants under separate contracts with Owner.

For Task Orders that may require design services, Contractor shall seek the services of a Michigan registered professional architect and/or engineer to prepare plans for permitting. It is the responsibility of Contractor to provide cost estimating, Project scheduling for design, construction and/or maintenance, and obtain permits if needed from the appropriate jurisdictional departments. Contractor is also responsible for:

• Knowledge of and compliance with current Owner adopted codes, and codes of jurisdictions where Work is to be performed,

• All other Work as it relates to the Work under the Task Order Agreement and this Agreement, and

• All Work incidental to the Task Order Agreement and this Agreement.

Prior to the issuance of a Task Order, a scope of Work conference may be scheduled to define the design and construction services required of Contractor. Unless otherwise directed by Owner, Contractor will provide construction administration, inspection, and acceptance material testing for the Task Orders.

11. Documentation of the Work

All information collected shall be input by Contractor in the field using an Owner provided mobile application. Contractor shall be responsible for obtaining a minimum of two (2) data collection systems capable of GPS locating valves to sub foot accuracy. Each system shall include an Apple iPad or Android Bluetooth-capable tablet. Additional systems may be requested if Contractor demonstrates additional crews can be effectively managed for this Work. Owner will provide Contractor with application seat licenses in accordance with the number of crews actively collecting information.

12. Information Collection Requirements

Information to be collected for each Task Order, if applicable, within the Owner application environment, shall include, but not be limited to the following:

• Owner assigned work order/Task Order number,

• MISS DIG 811 ticket number (when applicable),

• Gatebook, Section Map, and GLWA GIS Feature ID, as applicable,

• Street and nearest cross streets,

• Surface type,

• Traffic control and permits needed,

• Type of leak, break, structure, manhole, or other repairs to be completed,

• Failure mode (e.g., blowout, radial crack, joint leak, etc.),

• Material and diameter of construction for all pipes, valves, etc.,

• Depth of pipe, valve, etc. at location of repair,

• Excavation and dewatering information,

• Type and condition of impacted assets,

• Initial response date/time, isolation date/time, repair date/time, back-in-service date/time, and site restoration complete date/time,

• Responding, repair and restoration crew(s),

• Approximate beginning and end of break/leak dates and times and estimated leak rate,

• Affected WAMR sites, services, member partners, and extent (e.g. low pressure, outage, boil water, traffic impacts, etc.),

• Operated valves (close and open) for isolation and/or valves found non-operable,

• Approximate extent(s) of damage to infrastructure/landscaping/property and type(s) and quantity of restoration,

• Disinfection and water quality sampling date(s) and time(s) and restore service clearance,

• When specifically requested by Owner, sub foot accuracy GPS location with date and time stamp of each location with HDOP and VDOP,

• All equipment, personnel, and materials mobilized to site, used and/or returned to warehouse,

• Photos / videos of asset and site pre- and post-repair and pre- and post-site restoration,

• Logs for all rentals, fuel deliveries, and expendables logged in a format mutually agreed to by Owner and Contractor for purposes of invoicing,

• Safety equipment including first aid kit, fire extinguishers, air monitors, harnesses, fall protection, personal protective equipment (PPE), reflective vests, hard hats, and other equipment as necessary to safely complete the Work, and

• All personnel onsite shall have current OSHA training for construction and confined space entry.

13. Procedures

Prior to initiating any Work under any Task Order, Contractor shall prepare and submit to Owner a detailed Work plan that specifies all activities to be conducted. At a minimum, the Work plan shall include:

a) Pre-planning activities that include review of Owner provided data (e.g., GIS, section maps, gate books, enterprise asset management applications). Upon arrival to the site, Contractor shall evaluate the site for safety and must be equipped with the proper PPE and set up the appropriate traffic control measures. This may include, but not be limited to, warning lights, strobe lights, arrow boards, traffic maintenance signs, cones, safety vests, and other necessary PPE.

b) Contractor shall include labor, equipment hours, and materials expended for performance of the Work under any Task Order, in accordance with Exhibit B.

c) Restoration tasks will be documented, along with all costs incurred including quantities, materials of construction, inspections, testing, etc. as requested by Owner or AHJs.

14. Costing

a) Labor rates:

Subject to Contractor’s performance and Owner’s acceptance of the Work, Contractor shall be compensated for the labor hours and equipment expended in accordance with the terms and rates listed in Exhibit B. Labor rates shall be based on the hourly rates indicated in Exhibit B. Hourly labor rates shall include all Contractor’s job vehicles, trucks, and all associated operating expenses; ladders; PPE; small tools (i.e., tools valued at less than $2,000); and consumables as required to complete the Work. The labor rates shall be firm for the duration of the Contract Time and the term of the Contract; provided however, Owner may allow for modifications to any labor rates related to changes in Contractor’s collective bargaining agreements.

Hourly labor rates shall also cover all costs required for transporting tools, materials, and workers to the various Work sites. Transportation costs shall include the cost of providing, operating, and maintaining the trucks/vehicles. Labor rates shall also include the cost of all consumable supplies common to a particular trade for performance of the Work (i.e., welding electrodes, welding glasses, saw blades, drill bits, sanding disks, rags, etc.).

For Work based on an hourly rate costing basis, Contractor may work overtime hours only when authorized and approved in writing by the Contracting Officer.

Upon the request of Owner, Contractor shall provide documentation in support of any overtime costs incurred by Contractor, including but not limited to certified payroll documentation.

b) Equipment Rental:

When the Work requires the use of Contractor-owned equipment, such equipment rental rates shall be based on the rates indicated in Exhibit B. The equipment rates shall be firm for the duration of the Contract Time and the term of the Contract.

For any equipment that is not listed therein, rental costs shall be consistent with those of the FHWA Blue Book Rental Rates as published by “EquipmentWatch”. Contractor shall provide any supporting documentation, as may be requested by Owner. Any markups (i.e., overhead and profit) on equipment rental costs shall not exceed five percent (5%).

For long-term equipment rentals (i.e., rentals required over one (1) month), Contractor shall submit to the Contracting Officer the costs for Owner to purchase the equipment and the costs for rent-to-own options, in addition to the regular rental rates. Owner shall not reimburse Contractor for equipment rental costs that exceed the purchase price, nor shall Owner reimburse Contractor for any operations and maintenance costs incurred over that same period.

15. Deliverables

Contractor shall prepare and deliver the following deliverables for each Task Order on a monthly basis, unless otherwise directed by Owner:

a) Summary of Work assigned,

b) A summary of Work in planning, in progress, on hold, and completed,

c) A summary of restoration Work in planning, in progress, on hold, and completed, if any, and

d) Detailed invoices and Applications for Payment shall include:

i. Daily job site progress report,

ii. Pictures of the site before, during, and after repairs, and

iii. Final summary of Work upon completion.

16. Assumptions about Task Orders:

a) Contractor shall furnish all necessary tools, equipment, labor, and testing required for the performance of the Work in accordance with the Contract Documents and Task Order.

17. Additional Work and Services

Any additional work or services requested by Owner outside of the Work described herein and/or under any Task Order shall be performed and completed in accordance with the terms of the Contract Documents.

18 Project Schedule

The Work will be conducted on a Task Order basis, and as such schedules pertaining to the Work shall be agreed upon based on the scope of Work and emergent conditions, if any, under any Task Order.

Key Completion Times:

The term of this Contract shall be for five (5) years from the last date of signature shown herein.

The Substantial Completion and Final Completion for the Work shall be as shown in the applicable Task Order Agreement.

Key Personnel and Approved Subcontractors:

TBD

(End Exhibit A)

EXHIBIT B

CONTRACT DOCUMENTS

I. The Contract Documents. The Contract Documents shall consist of the documents explicitly designated in this Exhibit B.

a. The Contract, which consists of:

i. Book 1: This Construction Contract including:

1. Exhibit A: General Project Details

2. Exhibit B: Contract Documents

3. Exhibit C: General Conditions

4. Exhibit D: Costing Summary and Payment Terms

5. Exhibit E: Notice Addresses and Designation of Representatives

6. Exhibit F: Insurance and Bonds

7. Exhibit G: Glossary

8. Exhibit H: Supplemental General Conditions, if applicable

9. Exhibit I: Bid Addenda, if applicable

ii. Book 2: Specifications

iii. Book 3: Drawings, if applicable

b. Notice to Proceed

c. Task Order Agreements; and Contracting Officer’s Designated Representatives;

and

d. Field Orders, Change Orders, and Unilateral Change Orders.

II. Interpretation. The Contract Documents are intended to permit the Parties to complete the Work and all obligations required by the Contract Documents within the Contract Time for the Contract Price. The Contract Documents are intended to constitute a single agreement, to be complementary and interpreted in harmony to avoid conflict, with its words and phrases interpreted in a manner consistent with construction and design industry standards using common sense interpretations. In the event of any inconsistency, conflict, or ambiguity between or among the Contract Documents, the Contract Documents shall be construed according to the following priority:

Highest Priority: Field Orders, Change Orders, and Unilateral Change

Orders Second Priority: Exhibit H, Supplemental General Conditions, if and as applicable

Third Priority: Task Order Agreements, Exhibit I, Bid Addenda, if and as applicable

Fourth Priority: The Contract, excepting Exhibits C, H, and I Fifth Priority: Exhibit C, General Conditions Sixth Priority: Specifications and Drawings

(End Exhibit B)

EXHIBIT C

GENERAL CONDITIONS

Article 1: General Provisions

1.1 Definitions

Unless the context expressly requires otherwise, defined terms used herein shall have the meanings set forth in Exhibit G, “Glossary”.

1.2 Execution, Correlation and Intent

1.2.1 Contractor shall furnish all Work required for the construction and administration of the Project as set forth in the Contract Documents or as reasonably inferable from the Drawings and Specifications to produce a completed, fully operational, and functional Project suitable for Owner’s intended purposes. Contractor shall be responsible for performing and coordinating the total construction of the Project, including the coordination of all labor, materials, facilities, utilities, equipment, insurance, taxes, and all other items necessary for the proper execution and completion of the Work within the Key Completion Times for the Contract Price. Lists of “Work Included,” “Scope” or “Description of Work” are not intended to enumerate each and every item of Work or appurtenances required and shall include all Work inherent in or impliedly required by the Contract Documents. Words which have well-known technical or trade meanings are used herein in accordance with such recognized meanings.

1.2.2 Contractor represents that (i) it is financially solvent; (ii) it is qualified to conduct business in the State of Michigan; (iii) it has all required licenses and permits necessary in connection with performance by Contractor hereunder (all such licenses and permits shall be at Contractor’s sole cost and expense); (iv) it has the expertise and authority to perform its obligations under the Contract Documents; (v) it has inspected the Project site and familiarized itself with the local conditions (including, both all physical conditions and all local codes, laws and applicable regulations) under which the Work is to be performed; (vi) it is familiar with all applicable federal, state, and local laws, ordinances and regulations which may, in any way, affect the Project and the Work or those employed therein; and (vii) the Contract Price is the agreed amount for all the Work, including all risks, hazards, and difficulties in connection therewith assumed by Contractor under the Contract Documents. Contractor shall ensure that the foregoing representations are included in any Subcontract.

1.2.3 Where codes, standards, requirements, and publications of public and private bodies are referred to in the Specifications, references shall be understood to be to the latest revision prior to the date of execution of the Task Order, except where otherwise indicated.

1.2.4 Where no explicit quality or standards for materials or workmanship are established for Work, such Work is to be of new, high quality for the intended use and workmanship shall be consistent with the best practices of that particular trade, skill, and function.

1.2.5 All manufactured articles, materials, and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the manufacturer’s written or printed directions and instructions unless otherwise indicated in the Contract Documents.

1.3 Ownership and Use of Documents

1.3.1 Owner shall provide Contractor with one (1) set of reproducible Drawings and Specifications. Contractor shall be responsible for all additional copies necessary for the execution of the Work.

1.3.2 The organization of the Specifications into divisions, sections and articles, and the arrangement of Drawings shall not be construed to plan, schedule, sequence, coordinate, divide, or otherwise control Contractor’s Work or responsibility in dividing the Work among its Subcontractors or in establishing the extent of Work to be performed by any trade.

1.3.3 The Drawings show the general arrangement, design intent and extent of the Work to be completed by Contractor. Contractor is responsible for verifying existing conditions and facilities, taking detailed field measurements and other responsibilities as necessary for Contractor to complete the Work in accordance with the Contract Documents.

1.3.4 Drawings and Specifications are complementary and what is called for by one shall be as binding as if called for by both. Should the Drawings, Specifications and/or other instructions be contradictory in any particular manner or should there be any doubt as to the meaning of either, Contractor shall refer the matter to the Contracting Officer who may refer the request to Project Design Lead for an initial decision, whose decision thereon shall be conclusive if approved by the Contracting Officer. Project Design Lead’s costs and expenses in connection with reviewing and answering requests for information submitted by Contractor or any Subcontractor will be charged to Contractor and offset against amounts otherwise due to Contractor in any case where the information requested is reasonably available from a careful review of the Contract Documents.

1.3.5 The Drawings and Specifications shall have equal authority and priority. In the event of any conflict between the Drawings and Specifications, the appropriate Work shall be determined by the Contracting Officer whose decision thereon shall be conclusive.

1.4 Contractor Project Manager and Key Personnel

Contractor acknowledges the importance of Owner’s confidence in Contractor Project

Manager, its key personnel and its respective principals, and the substantial continuity of key personnel’s participation in the Project. This Contract has been entered into on the representation that Contractor will use reasonable efforts to maintain substantially for the Contract Time the individuals, firm affiliations, and their respective assignments and responsibilities as set forth herein. No substitution or replacement of individuals or change in status (e.g., firm affiliation, assignment, or responsibilities) of the entities and individuals listed herein shall be made by Contractor without the prior written approval of Owner, which approval shall not be unreasonably withheld, except when necessitated by causes beyond Contractor’s reasonable control. Nothing in this Section, however, shall be deemed to require Contractor to agree to any change in the terms of employment or engagement of any individual or entity to retain that individual’s or entity’s services. Owner shall have the right in any event to approve any substitution or replacement or change in status for the entities or persons listed herein, which approval shall not be unreasonably withheld. Upon request, Contractor shall consult with Owner to resolve any situation in which Contractor’s Project manager, employee, Subcontractor, or any principal or employee thereof is failing to perform to an adequate professional and/or technical standard.

Article 2: Owner General Provisions

2.1 General Provisions

2.1.1 Owner shall always have access to the Work for inspection. Contractor shall provide proper and safe facilities for access and inspection and shall cooperate with Owner regarding the conduct and scheduling of all necessary inspections.

2.1.2 The Contracting Officer, Owner’s Project Manager, the Project Construction

Management Lead, and the Project Design Lead have the authority to act on behalf of Owner to the extent provided in the Contract Documents.

2.1.3 Owner’s interpretations in matters relating to aesthetic effect shall be final if consistent with the intent of and in accordance with the Contract Documents.

2.1.4 Owner will review and approve, or take other appropriate action upon, Contractor’s

Submittals such as Shop Drawings, Product Data and Samples, as each is defined in Section 4.7.

Owner’s approval of a specific item shall not indicate approval of an assembly of which the item is a component.

2.1.5 Owner will prepare, or review and approve if Contractor prepares, supporting documentation for Field Orders, Change Requests, Change Directives, and Change Orders.

2.1.6 Owner will inspect the Work to determine that it is completed in accordance with the Contract Documents. During the construction phase and through Final Completion, Owner will conduct periodic on-site reviews of the Project. Owner will not be a guarantor of, or surety with respect to, Contractor’s obligations to perform the Work in accordance with the Contract Documents, and Contractor may not rely on Owner’s inspections and reports as indicative of the lack of defects or non-conforming Work.

2.1.7 If the Owner determines that the Work is not performed in accordance with the

Contract Documents, the Owner will notify Contractor. Upon receipt of such a notice, Contractor shall, at no additional expense to Owner, correct the non-conforming or defective Work within thirty (30) Days or, if such non-conforming or defective Work cannot be corrected within such period, Contractor shall commence the corrective Work and submit its Drawings, as applicable, within such period and shall report its progress with respect thereto whenever requested by Owner.

Corrections shall be accomplished without affecting Key Completion Times or the Contract Price.

2.1.8 Owner will review corrective action proposed by Contractor (without assuming Contractor’s responsibility for the corrective Work). Owner will review the progress of corrective Work by Contractor.

2.1.9 Based on Owner’s observations at the Project site and upon evaluation of

Contractor’s Application for Payment, the Contracting Officer shall issue Certificates for Payment in such amounts as determined by the Contracting Officer.

2.1.10 Upon written notice from Contractor that Contractor believes the Work is

Substantially Complete, Owner will inspect the Work and prepare a Punch List of items, materials, or systems that require completion, correction, replacement, or additional work. Upon written notice from Contractor that the Punch List is complete, Owner will again inspect the Work to determine whether all Punch List Work has been satisfactorily completed. When all close-out requirements of the Contract Documents have been completed, the Contracting Officer will approve Final Payment to Contractor in accordance with Section 9.8.

2.1.11 Owner will not have control or charge of, and will not be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, nor shall it be responsible for Contractor’s failure to carry out the Work in accordance with the Contract Documents.