1-C1 - Standard General Conditions of the Contract - 79 pages.pdf

STANDARD GENERAL CONDITIONS

OF THE CONTRACT

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. Additional Insureds – The City of Lancaster and the Engineer of Record (if not the City

Engineer of the City of Lancaster) and/or Architect of Record, and any entities or individuals who were listed as additional insureds on insurance policies of the City of

Lancaster for the Contract and/or Project (it being expected and understood that entities providing funding for the project will require the City to list such entity as an additional insured on such policies.)

3. Agreement—The written instrument, executed by City and Contractor, that sets forth the

Contract Price and Contract Times, identifies the parties and the Engineer/Architect, and designates the specific items that are Contract Documents. The Contractor may, if no other forms are designated or set forth in the Project Package, utilize the form known as

AIA Document G702 (1992 edition or later).

4. Architect – The individual or entity designated as such in the Contract Documents.

5. Application for Payment—The form acceptable to Engineer/Architect 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.

6. Bid—The offer of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed.

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

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 Bidder Questionnaire, if any, the Bid Form, and the Bid with any attachments.

10. Change Order—A document which is signed by Contractor and City 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/Architect 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. City – The City of Lancaster, Lancaster County, Pennsylvania.

13. Claim—(a) A demand or assertion by City directly to Contractor, duly submitted in compliance with the procedural requirements set forth herein: seeking an adjustment of

Contract Price or Contract Times, or both; contesting an initial decision by

Engineer/Architect concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; contesting Engineer’s/Architect’s decision regarding a Change Proposal; seeking resolution of a contractual issue that

Engineer/Architect has declined to address; or seeking other relief with respect to the terms of the Contract; or (b) a demand or assertion by Contractor directly to City, duly submitted in compliance with the procedural requirements set forth herein, contesting

Engineer’s/Architect’s decision regarding a Change Proposal; or seeking resolution of a contractual issue that Engineer/Architect has declined to address. A demand for money or services by a third party is not a Claim.

14. Constituent of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (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.

15. Construction Manager – Shall mean the individual or entity designated by the City to serve as Construction Manager for the Project.

16. Contract—The entire and integrated written contract between the City and Contractor concerning the Work.

17. Contract Documents—Those items so designated in the Agreement, and which together comprise the Contract. It is specifically intended that the Contract Documents include the

Bidding Documents, the Contract, the Specifications, if any, the Supplemental

Conditions, if any, and the General Conditions.

18. Contract Price—The money that City has agreed to pay Contractor for completion of the

Work in accordance with the Contract Documents.

19. Contract Times—The number of days or the dates by which Contractor shall: (a) achieve

Milestones, if any; (b) achieve Substantial Completion; and (c) complete the Work.

20. Contractor—The individual or entity with which City has contracted for performance of the Work.

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

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

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

Contract becomes effective.

24. Engineer/Architect— Shall mean the Engineer of record/ Architect of Record, also referred to herein as Engineer/Architect – the Engineer of Record or Architect of Record, as designated by the City, in the Contract Documents.

25. Field Order—A written order issued by Engineer/Architect which requires minor changes in the Work but does not change the Contract Price or the Contract Times.

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. The presence at the Site of materials that are necessary for the execution of the Work, or that are to be incorporated in the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract, does not establish a Hazardous Environmental Condition.

27. Laws and Regulations; Laws or Regulations—Any and all applicable laws, statutes, rules, regulations, ordinances, (including ordinances of the City of Lancaster) codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction.

28. Liens—Charges, security interests, or encumbrances upon Contract-related funds, real property, or personal property.

29. 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.

30. Notice of Award—The written notice by City to Bidder of City’s acceptance of the Bid.

31. Notice to Proceed—A written notice by City to Contractor fixing the date on which the

Contract Times will commence to run and on which Contractor shall start to perform the

Work.

32. Progress Schedule—A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor’s plan to accomplish the Work within the Contract Times.

33. Project—The total undertaking to be accomplished for City by Engineer/Architects, 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.

34. Project Package—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, Supplementary Conditions, and

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

35. Resident Project Representative—The authorized Representative of the City to assist

Engineer/Architect at the site. As used herein, the term Resident Project Representative of RPR includes any assistants or field staff of Resident Project Representative.

36. 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.

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

38. 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.

39. 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.

40. Site—Lands or areas indicated in the Contract Documents as being furnished by City upon which the Work is to be performed, including rights-of-way and easements, and such other lands owned, leased by City (or which City has a legal right to utilize in the manner set forth in the Project Package) or furnished to the City by others which are designated for the use of Contractor.

41. 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.

42. Subcontractor—An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work.

43. Substantial Completion—The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer/Architect or Construction

Manager, 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. When designated in writing by the City either with the awards of the

Contract or by the issuance of supplemental conditions contained in the Project Manual, work shall be considered substantially complete when all of the following items have been satisfactorily completed to the City’s reasonable satisfaction:

a. All major equipment is fully operational;

b. All buried piping is installed and satisfactorily tested;

c. All buildings have occupancy permits;

d. All record drawings have been submitted and approved; This is after substantial completion in almost all instances;

e. All start-up procedures have been completed; This is almost always after substantial completion;

f. All maintenance and operating manuals and instructions have been provided; and

This is almost always after substantial completion; and

g. At least ninety-five (95%) percent of the work is satisfactorily completed as evidenced by approve Applications for Payment. The City has obtained Beneficial

Use of the Project. With respect to the Project, Beneficial Use shall mean

44. Successful Bidder—The Bidder whose Bid the City accepts, and to which the City makes an award of contract, subject to stated conditions.

45. Supplementary Conditions—The part of the Contract that amends or supplements these

General Conditions.

46. Supplier—A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or a Subcontractor.

47. Technical Specifications—Those items expressly identified as Technical Data or

Technical Specifications in the Project Package, including the Supplementary

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

Underground Facilities) or (b) Hazardous Environmental Conditions at the Site. If no such express identifications of Technical Specifications 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 Specifications with respect to conditions at the Site under Paragraphs 5.03, 5.04, and 5.06.

48. Underground Facilities—All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including but not limited to those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.

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

50. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction; furnishing, installing, and incorporating all materials and equipment into such construction; and may include related services such as testing, start-up, and commissioning, all as required by the Contract Documents.

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

Effective Date of the Contract, signed by City and recommended by Engineer/Architect, ordering an addition, deletion, or revision in the Work.

1.02 Terminology and Implementation

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/Architect. 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/Architect 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/Architect 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/Architect’s recommendation of final payment

(unless responsibility for the protection thereof has been assumed by City 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.

G. Unless otherwise indicated, whenever a timeframe or time requirement appears in the Contract

Documents, such time period, deadline or schedule shall be of the essence.

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 City, Contractor shall also deliver to City such bonds as Contractor may be required to furnish.

B. Evidence of Contractor’s Insurance: When Contractor delivers the executed counterparts of the Agreement to City, Contractor shall also deliver to City, with copies to each named insured and additional insured (as identified in the Supplementary Conditions or elsewhere in the

Contract), the certificates and other evidence of insurance required to be provided by

Contractor in accordance with Article 6.

C. Evidence of City’s Insurance: After receipt of the executed counterparts of the Agreement and all required bonds and insurance documentation, City 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 City under Article 6.

2.02 Copies of Documents

A. Both City and Contractor shall maintain and safeguard at least one original printed record version of the Contract, including Drawings and Specifications signed and sealed by

Engineer/Architect and other design professionals. City shall make such original printed record version of the Contract available to Contractor for review. City may delegate its responsibilities under this provision to Engineer/Architect.

2.03 Before Starting Construction

A. Preliminary Schedules: Within 10 days after the Effective Date of the Contract (or as otherwise specifically required by the Contract Documents), Contractor shall submit to

Engineer/Architect for timely review:

1. a preliminary Progress Schedule indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any Milestones specified in the Contract. The format of the schedule shall be a Critical Path Method

(CPM) schedule, indicating durations, early and late start dates, early and late completion dates, days of calendar float, and it shall identify tasks that fall on the Critical Path and will impact the overall project duration should they be delayed for any reason. Owner and Contractor shall jointly own any calendar float;

2. a preliminary Schedule of Submittals (or Submittal Log) which shall identify all required submittals and the applicable specification sections; 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. All items on the Schedule of Values shall have a total price of $25,000 or less, which may be broken down into an applicable division of labor, material, equipment, or geographical area of the project as is agreeable to both Owner and Contractor. Owner shall have the authority to require certain pricing breakdowns on the Schedule of Values as it may pertain to grants being utilized that may only apply to certain portions of the work.

2.04 Preconstruction Conference; Designation of Authorized Representatives

A. Before any Work at the Site is started, a Preconstruction conference attended by City, Contractor(s) (including all Prime Contractors as applicable), Engineer/Architect, 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.

B. At this conference City and Contractor, and where applicable, the Engineer/Architect, 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.

C. Contractor shall be responsible for maintain Meeting Minutes for distribution to all interested parties within three (3) days of the meeting. In the case of a Multiple Prime contract, the

General Contractor shall be the responsible party.

2.05 Initial Acceptance of Schedules

A. At least 10 days before submission of the first Application for Payment a conference, attended by Contractor(s), Engineer/Architect, and others as appropriate, will be held to review for acceptability to Engineer/Architect as provided below the schedules submitted in accordance with Paragraph 2.03.AIn lieu of this meeting, the City may elect to proceed with handling this matter through written or telephonic communications, e-mails or formal meetings, all at the

City’s discretion. Contractor shall have an additional 10 days from the meetings or receipt of

City’s communications 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/Architect.

1. The Progress Schedule will be acceptable to Engineer/Architect if it provides an orderly progression of the Work to completion within the Contract Times and includes all of the necessary schedule component items outlined in 2.03.A.1. Such acceptance will not impose on Engineer/Architect responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work, nor interfere with or relieve Contractor from

Contractor’s full responsibility therefor.

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

3. Contractor’s Schedule of Values will be acceptable to Engineer/Architect as to form and substance if it provides a reasonable allocation of the Contract Price to the component parts of the Work as required and described in 203.A.3.

2.06 Electronic Transmittals

A. Except as otherwise stated elsewhere in the Contract, the City, Engineer/Architect, 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 as determined acceptable to the Owner and its IT Security team.

B. If the Contract does not establish protocols for electronic or digital transmittals, then City, Engineer/Architect, and Contractor shall jointly 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 – DOCUMENTS: INTENT, REQUIREMENTS, REUSE

3.01 Intent

A. The Contract Documents are complementary; what is required by one is as binding as if required by all.

B. It is the intent of the Contract Documents to describe a functionally complete project (or part thereof) to be constructed in accordance with the Contract Documents.

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. All revisions should be dated, and the latest dated document should be the one that prevails.

D. The Contract supersedes prior negotiations, representations, and agreements, whether written or oral. No prior communications, discussions or correspondence by and between the City, Project Representative and/or any other third parties shall be deemed to modify any provision of this Contract.

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

3.02 Reference Standards

A. Standards Specifications, Codes, Laws and Regulations

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 Supplier, shall be effective to change the duties or responsibilities of

City, Contractor, or Engineer/Architect, 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/Architect. No such provision or instruction shall be effective to assign to City, Engineer/Architect, or any of their officers, directors, elected and appointed officials, 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/Architect.

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/Architect 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/Architect, 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 Supplier, then Contractor shall promptly report it to Engineer/Architect 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/Architect, or by an amendment or supplement to the Contract Documents issued pursuant to Paragraph 11.01.

3. Contractor shall not be liable to City or Engineer/Architect 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/Architect 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 Supplier (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).

3.04 Requirements of the Contract Documents

A. During the performance of the Work and until final payment, Contractor and City shall submit to the Engineer/Architect 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/Architect will be the initial interpreter of the requirements of the Contract Documents, and judge of the acceptability of the Work thereunder.

B. Engineer/Architect 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/Architect’s written clarification, interpretation, or decision will be final and binding on Contractor, unless it appeals by submitting a Change

Proposal, and on City, 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 Engineer/Architecting or technical matters, then Engineer/Architect will promptly give written notice to City and Contractor that Engineer/Architect is unable to provide a decision or interpretation. If City and Contractor are unable to agree on resolution of such a matter in question, either party may pursue resolution as provided in Article 12.

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/Architect 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 City and Engineer/Architect and specific written verification or adaptation by Engineer/Architect; or

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

B. The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the

Contract. Nothing herein shall preclude Contractor from retaining copies of the Contract

Documents for record purposes.

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 day indicated in the Notice to Proceed to be issued by City or City’s Engineer/Architect. If not such time is indicated in the Notice to

Proceed, the Contract Times will commence to run on the 30th day after the date of the 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.

4.03 Reference Points

A. City shall provide Engineer/Architecting surveys to establish reference points for construction which in Engineer’s/Architect’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 City. Contractor shall report to

Engineer/Architect 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 a licensed Professional Land Surveyor (PLS) registered in the Commonwealth of PA. Horizontal datum is required to match existing and vertical datum must be submitted to the City Engineering Bureau to include on the Official City Plan.

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/Architect 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. The schedule shall be updated no less often than every 30 days during the project.

2. A two- or three-week lookahead schedule shall be consistently maintained and provided to Owner, Architect/Engineer, other contractor(s), and Authorities Having Jurisdiction such as Code Officials. This is required to be sent electronically weekly to benefit the overall project coordination and inspection scheduling.

3. 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 City. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, or during any appeal process, except as permitted by Paragraph

16.04, or as City and Contractor may otherwise agree in writing.

4.05 Delays in Contractor’s Progress

A. If City, Engineer/Architect, or anyone for whom City is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Times and Contract Price. Contractor’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to

Contractor’s ability to complete the Work within the Contract Times. As outlined in 2.03.A.1, Contractor and Owner jointly and equitably own any schedule float and may at times require schedule coordination for the benefit of themselves, one another, the overall project, or the public. Items not on the designated Critical Path that are delayed will not produce a justifiable extension or delay claim.

B. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of Contractor. Delay, disruption, and interference attributable to and within the control of a Subcontractor or Supplier shall be deemed to be within the control of Contractor.

C. If Contractor’s performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of City, Contractor, and those for which they are responsible, then Contractor shall be entitled to an equitable adjustment in

Contract Times as identified by the overall impact to the Critical Path once the schedule has been updated and provided to the Engineer/Architect and City for review and concurrence.

Contractor’s entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor’s ability to complete the Work within the Contract

Times. Such an adjustment shall be Contractor’s sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. Causes of delay, disruption, or interference that may give rise to an adjustment in Contract Times under this paragraph include but are not limited to the following:

1. severe and unavoidable natural catastrophes such as fires, floods, epidemics, and earthquakes;

2. abnormal weather conditions or patterns outside of historical annualized averages;

3. acts or failures to act of utility owners (other than those performing other work at or adjacent to the Site by arrangement with the City, as contemplated in Article 8); and

4. acts of war or terrorism.

D. Delays, disruption, and interference to the performance or progress of the Work resulting from the existence of a differing subsurface or physical condition, an Underground Facility that was not shown or indicated by the Contract Documents, or not shown or indicated with reasonable accuracy, and those resulting from Hazardous Environmental Conditions, are governed by

Article 5.

E. Paragraph 8.03 governs delays, disruption, and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacent to the Site.

F. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for any delay, disruption, or interference if such delay is concurrent with a delay, disruption, or interference caused by or within the control of Contractor.

G. Contractor must submit any Change Proposal seeking an adjustment in Contract Price or

Contract Times under this paragraph within 30 days of the commencement of the delaying, disrupting, or interfering event. Notwithstanding the foregoing, wherever practically and reasonably possible, Contractor must provide Owner with written notice within no less than five (5) days prior to the conclusion of such event advising that the event may cause such a delay, disruption or interference. Failure to provide such notice may result in a denial of the change proposal.

ARTICLE 5 – AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS;

HAZARDOUS ENVIRONMENTAL CONDITIONS

5.01 Availability of Lands

A. City shall furnish the Site. City shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work.

B. Upon reasonable written request, City shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which permanent improvements are to be made and City’s interest therein as necessary for giving notice of or filing a mechanic’s or construction lien against such lands in accordance with applicable Laws and Regulations.

C. Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment.

D. If all lands and rights-of-way are not obtained as herein contemplated before construction begins, Contractor, upon the direction of the Engineer/Architect, shall begin the work upon such land and rights-of-way as already or previously acquired by the City.

5.02 Use of Site and Other Areas

A. Limitation on Use of Site and Other Areas:

1. Contractor shall confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to the Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise, and other adjacent areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and such other adjacent areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for (a) damage to the

Site; (b) damage to any such other adjacent areas used for Contractor’s operations; (c) damage to any other adjacent land or areas; and (d) for injuries and losses sustained by the owners or occupants of any such land or areas; provided that such damage or injuries result from the performance of the Work or from other actions or conduct of the

Contractor or those for which Contractor is responsible.

2. If a damage or injury claim is made by the owner or occupant of any such land or area because of the performance of the Work, or because of other actions or conduct of the

Contractor or those for which Contractor is responsible, Contractor shall (a) take immediate corrective or remedial action as required by Paragraph 7.12, or otherwise; (b) promptly attempt to settle the claim as to all parties through negotiations with such owner or occupant, or otherwise resolve the claim by arbitration or other dispute resolution proceeding, or at law; and (c) to the fullest extent permitted by Laws and Regulations, indemnify and hold harmless City and Engineer/Architect, and the officers, directors, elected and appointed officials, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against any such claim, and against all costs, losses, and damages (including but not limited to all fees and charges of

Engineer/Architects, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against City, Engineer/Architect, or any other party indemnified hereunder to the extent caused directly or indirectly, in whole or in part by, or based upon, Contractor’s performance of the Work, or because of other actions or conduct of the Contractor or those for which

Contractor is responsible.

B. Removal of Debris During Performance of the Work: During the progress of the Work the

Contractor shall keep the Site and other adjacent areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. All areas adjacent to the site in the Public Right-of-Way shall be broom swept daily to ensure stone, dirt, and other debris has not impacted the safety and wellbeing of the traveling public, as well as to ensure stormwater drainage facilities are not clogged or otherwise impacted.

C. Cleaning: Prior to Substantial Completion of the Work Contractor shall clean the Site and the

Work and make it ready for utilization by City. At the completion of the Work Contractor shall remove from the Site and adjacent areas all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents.

D. Loading of Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent structures or land to stresses or pressures that will endanger them. Need to identify who will identify/determine or resolve this.

5.03 Subsurface and Physical Conditions

A. Reports and Drawings: The Supplementary Conditions identify:

1. those reports known to City of explorations and tests of subsurface conditions at or adjacent to the Site;

2. those drawings known to City of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities); and

3. Technical Specifications contained in such reports and drawings.

B. Reliance by Contractor on Technical Specifications Authorized: Contractor may rely upon the accuracy of the Technical Specifications expressly identified in the Supplementary Conditions with respect to such reports and drawings, but such reports and drawings are not Contract

Documents. If no such express identification has been made, then Contractor may rely upon the accuracy of the Technical Specifications (as defined in Article 1) contained in any geotechnical or environmental report prepared for the Project and made available to

Contractor. Except for such reliance on Technical Specifications, Contractor may not rely upon or make any claim against City or Engineer/Architect, or any of their officers, directors, elected and appointed officials, members, partners, employees, agents, consultants, or subcontractors, with respect to:

1. the completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto; or

2. other data, interpretations, opinions, and information contained in such reports or shown or indicated in such drawings; or

3. any Contractor interpretation of or conclusion drawn from any Technical Specifications or any such other data, interpretations, opinions, or information.

5.04 Differing Subsurface or Physical Conditions

A. Notice by Contractor: If Contractor believes that any subsurface or physical condition that is uncovered or revealed at the Site either:

1. is of such a nature as to establish that any Technical Specifications on which Contractor is entitled to rely as provided in Paragraph 5.03 is materially inaccurate; or

2. is of such a nature as to require a change in the Drawings or Specifications; or

3. differs materially from that shown or indicated in the Contract Documents; or

4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract

Documents;

then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.15), notify City and Engineer/Architect in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except with respect to an emergency) until receipt of a written statement permitting Contractor to do so. The Contractor shall at all times comply with the PA

One Call Law.

B. Engineer’s/Architect’s Review: After receipt of written notice as required by the preceding paragraph, Engineer/Architect will promptly review the subsurface or physical condition in question; determine the necessity of City’s obtaining additional exploration or tests with respect to the condition; conclude whether the condition falls within any one or more of the differing site condition categories in Paragraph 5.04.A above; obtain any pertinent cost or schedule information from Contractor; prepare recommendations to City regarding the

Contractor’s resumption of Work in connection with the subsurface or physical condition in question and the need for any change in the Drawings or Specifications; and advise City in writing of Engineer’s/Architect’s findings, conclusions, and recommendations.

C. City’s Statement to Contractor Regarding Site Condition: After receipt of

Engineer’s/Architect’s written findings, conclusions, and recommendations, City shall issue a written statement to Contractor (with a copy to…