1-Exhibit A - Standard Construction Contract (Final) - Revised 7.30.24.pdf

Construction Contract - (Revised 7/30/2024)

Contract for Construction 2014K110 General Conditions Contract No.________ Page 1 of 30

COUNTY OF MONTGOMERY

GENERAL CONDITIONS

FOR THE

CONSTRUCTION CONTRACT

TABLE OF CONTENTS

ARTICLE TITLE

ARTICLE 1 DEFINITIONS

ARTICLE 2 GENERAL PROVISIONS

ARTICLE 3 THE COUNTY

ARTICLE 4 THE CONTRACTOR

ARTICLE 5 SUBCONTRACTORS

ARTICLE 6 CHANGES IN THE WOR

ARTICLE 7 TIME

ARTICLE 8 SUSPENSION OF THE WORK

ARTICLE 9 PAYMENTS

ARTICLE 10 COMPLETION AND ACCEPTANCE OF THE WORK

ARTICLE 11 PROTECTION OF PERSONS AND PROPERTY

ARTICLE 12 TERMINATION OF THE CONTRACT

ARTICLE 13 DISPUTES

ARTICLE 14 MISCELLANEOUS PROVISIONS AND LEGAL MATTERS

ARTICLE 15 INSURANCE

Contract No.________ Page 2 of 30

ARTICLE 1 - DEFINITIONS

1.1 As used in these General Conditions, and in the Contract Documents, the following terms are defined herein, unless the context clearly dictates otherwise.

a. Amendment is a written order to the Contractor, signed by the County and approved through resolution by the Montgomery County Commissioners if necessary, and issued after the execution of the Contract, authorizing a change in the terms and conditions of the Standard Form of Contract and/or the General Conditions, and/or any other Contract Documents providing terms and conditions. The Contract terms and conditions may be changed only by Amendment.

b. Change Order is a written order to the Contractor, signed by the County, and issued after the execution of the Contract, authorizing a change in the Work or an adjustment in the Contract Sum and/or the Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order.

c. Contract means the Contract for construction, of which these General Conditions are made a part. The documents comprising the complete Contract Documents are defined in the Standard Form of Contract if attached or, if not attached, comprises the Specification, these General Conditions, and the Contractor’s response in that order of precedence.

d. Contract Sum, or Contract Price, is the dollar amount stated in the Standard Form of Contract, including any changes authorized by fully-executed Change Orders, and is the total amount payable by the County to the Contractor for performance of the Work under the Contract.

e. Contract Time is the time allowed for substantial completion of the Work, including any changes authorized by fully-executed Change Orders.

f. Contractor shall be the entity with whom the County has entered into this Contract to construct the Project in accordance with the Contract Documents.

g. County means the County of Montgomery; Montgomery County Row Offices, the Southeastern Regional Pennsylvania Task Force; or any other entity that has authorized the Commissioners of Montgomery County to enter into this Contract on their entity’s behalf.

h. Separate Prime Contractors are the entities with whom the County enters into contracts to construct the Project in accordance with the Contract Documents, in accordance with Act 104/Public Law 155 of 1913.

Separate Prime Contractors is typically differentiated from Contractor to indicate contractors other than the specific Contractor with whom the County has entered into the Contract at hand.

i. Specification is the statement of work issued detailing the work to be done under the Contract and includes all notes and addendums posted along with the statement of work, as well as any changes to scope of work written and agreed to after execution of the Contract.

j. Subcontractor is a person or entity who has contracted to furnish labor or materials, or has contracted to furnish labor, for a contractor or another subcontractor in connection with the Project.

k. Substantial Completion is when the Work is sufficiently completed in accordance with the Contract Documents, changed as authorized by fully-executed Change Orders, and certified by the County, so that the Project can be used, occupied, and/or operated for its intended use. In no event shall the project be certified as Substantially Complete until at least ninety percent (90%) of the Work on the Project is complete.

l. Supplier is a person or entity who is providing materials or equipment, or construction equipment or machinery, but not labor, for a contractor or a subcontractor in connection with the Project.

m. Project is the total effort of construction, renovation, improvement, clean up, addition to, and/or repair of a facility. The total effort is comprised of one or more construction contracts, one of which is the Contract, plus other necessary contracts, agreements, and purchases for design, management, and equipment, and possibly for furniture and furnishings.

n. Work means all labor, materials, and equipment, along with the necessary supervision, required and incorporated to complete the construction, renovation, improvement, addition to, and/or repair of a facility specified in, and according to, the Contract Documents.

Contract No.________ Page 3 of 30

ARTICLE 2 - GENERAL PROVISIONS

2.1 CONTRACT DOCUMENTS

2.1.1 The Contract Documents are defined in the Standard Form of Contract if present.

2.1.2 The Contract can be changed by either: (1) an Amendment, or (2) a Change Order. The Contract may be changed only after the Contract has been properly executed by all necessary County officials and approved by resolution if required by law. Changes within the scope of the Contract may be ordered by the County. Changes not within the general scope of the Contract must be agreed upon by both parties.

2.1.3 The Contract Documents are complementary, and what is required by any one of the Contract Documents shall be binding as if required by all. Work not covered under any heading, section, branch, class, or trade of the specifications need not be supplied unless it is required elsewhere in the Contract Documents or is reasonably inferable therefrom as being necessary to produce the intended results. Work shown on the drawings is required even if not covered under a specification section. If there is a conflict between the drawings and the specifications, the specifications shall prevail. Words that have well-known technical or trade meaning are used herein in accordance with such recognized meanings. Where the Work is shown in complete detail on only half or a portion of a drawing or there is an indication of continuation, the remainder being shown in outline, the Work drawn out in detail shall be understood to apply to other like portions of the Project.

2.1.4 The intent of the Contract Documents is to describe a functionally complete Project composed of any work, materials or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result of a completed County shall be furnished and performed whether or not specifically called for.

2.1.5 No additions to the Contract Sum will be approved for any labor, equipment, and/or materials to perform Work hereunder unless it can be clearly shown to be beyond the scope and intent of the drawings and specifications and to be absolutely essential to the proper execution of the Work.

2.1.6 All drawings, specifications, and copies thereof furnished by the County are and shall remain the property of the County. They are not to be used on any other project, without permission of the County, and, with the exception of one Contract set for each party to the Contract, are to be returned to the County upon request at the completion of the Work.

ARTICLE 3 - THE COUNTY

3.1 RIGHT TO STOP THE WORK

If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract

Documents, or repeatedly fails to carry out Work in accordance with the Contract Documents, the County may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the County to stop the Work shall not give rise to a duty on the part of the County to exercise this right for the benefit of the Contractor or any other person or entity.

3.2 RIGHT TO CARRY OUT THE WORK

If the Contractor fails to satisfactorily carry out the Work in accordance with the Contract Documents or fails to perform any provision of the Contract, the County may, after three (3) working days written notice to the Contractor, and without prejudice to any other remedy the County may have, make good such failures. In such case, an appropriate change order shall be issued deducting from the payments then or thereafter due the Contractor the cost of correcting such failures, including the cost for the additional services by the Professional or any of the other representatives of the County made necessary by such failure. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor and/or the Contractor's Surety shall pay the difference to the County.

3.3 RIGHT TO AWARD CONTRACTS

The County reserves the right to award other contracts in connection with other portions of the Project under similar conditions of this Contract.

Contract No.________ Page 4 of 30

3.4 REPRESENTATIVES

3.4.1 Representatives designated by the County will have the authority to enforce the Contract, to include inspecting the Work and rejecting all Work not in accordance with the Contract Documents. The County's Representatives may be County staff, the Professional, a Construction Manager, and/or other individuals or parties retained for such purpose.

3.4.2 Only those representatives so designated have authority to change, modify, or alter the Work or incur or cause to be incurred additional obligations beyond the Contract provisions.

3.4.3 The County may retain and designate other representatives, to include but not limited to Inspection and Testing firms, Commissioning Agents, and special consultants, to act as representatives for the County in the administration of specific aspects of the Contract. They may perform functions as determined by their agreements with the County.

3.4.4 In the event the County retains and designates more than one representative, and that directions, instructions, or interpretations given by those representatives are in conflict, the Contractor shall, within three (3) days but before any Work addressed in the conflicting directions, instructions, or interpretations is performed, bring the conflict to the attention of those representatives for resolution. In the event those representatives do not resolve the conflict, the Contractor shall bring the conflict to the attention of the County for resolution.

3.5 THE PROFESSIONAL

3.5.1 If retained and so designated by the County, a Professional architect or engineer may act as representative for the County in the administration of the Contract and may perform any or all of the functions herein, as determined by the Professional’s agreement with the County.

3.5.2 The Professional has the authority to visit the Project site to review progress in accordance with the Contract drawings and specifications, attend job conferences, make progress reports to the County, review and accept/reject the Contractor's Schedule of Values, approve the Contractor's applications for payment, interpret technical aspects of the Contract Documents, reject Work which does not conform to the Contract Documents, review and approve submittals, review and provide an evaluation of the Contractor's Quality Control program, prepare drawings and specifications for change orders, review and accept the Contractor’s proposals for change orders, prepare punchlists, participate in punchlist and completion inspections, and review and approve operating and maintenance instructions, warranties, and related documents required by the Contract.

3.5.3 The Professional may have additional authorities and perform additional functions as determined by the County necessary to protect the County's interest.

3.6 THE CONSTRUCTION MANAGER

3.6.1 If retained and so designated by the County, a Construction Manager may act as a representative for the

County in the administration of the Contract and may perform any or all of the functions stated herein, as determined by the Construction Manager’s agreement with the County.

3.6.2 The Construction Manager may perform any of the same actions the Professional has the authority to perform, either independent of or in conjunction with the Professional.

3.6.3 If given the responsibility by the County, the Construction Manager may perform any of the functions of County staff, except those functions expressed reserved for the Contracting Officer.

3.6.4 If given the responsibility by the County, the Construction Manager may assist in coordination of the activities of the various Separate Prime Contractors, as well as any other contractors, all of whom shall cooperate with him/her. Such coordination may include participation in the development, review, revision, and/or maintenance and updating of the Project construction schedule. Unless expressly provided for in the Specification, Construction Progress Documentation, the Construction Manager will not have control over or be responsible for the Project construction schedule itself, nor for the execution of the Work in accordance with the approved Project construction schedule, nor over construction means and methods.

Contract No.________ Page 5 of 30

ARTICLE 4 - THE CONTRACTOR

4.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS

4.1.1 The Contractor shall perform the Work according to good quality industry standards, practices, and procedures, and in accordance with the Contract Documents and approved submittals.

4.1.2 The Contractor shall accept all conditions as found upon examination of the site, and take field measurements and verify field conditions and compare carefully such measurements and conditions with the Contract Documents before commencing activities. If the Contractor, in the course of construction, finds any conflict, error, or discrepancy on or among the Contract Documents, such conflict, error, or discrepancy shall be immediately referred to the County in writing.

4.1.3 On all Work of a remodeling nature or installation within existing facilities, the actual situation at the site controls any information given which may affect the quantity, size, and quality of materials required for a satisfactorily completed Contract, whether or not such information is indicated on the drawings or within the specifications.

4.1.4 If subsurface exploration, drilling, and/or testing was performed at the Project site, and if information resulting from that exploration, drilling, and/or testing was available to the Contractor by its inclusion in the Technical Plans and Specifications, then the following applies. Notwithstanding anything to the contrary contained in the Contract Documents, and notwithstanding anything to the contrary contained in the subsurface exploration, drilling, and/or testing reports themselves, such subsurface exploration, drilling, and/or testing reports provided are for informational purposes only, and nothing contained in them shall be deemed to be a representation or warranty with respect to the condition of the Project site and/or any Work required to be performed in connection with the excavation thereof.

4.2 SUPERINTENDENCE AND MANAGEMENT

4.2.1 Superintendence. At all times during performance of the Work at the Project site, and until the Work is completed and accepted, the Contractor shall have on site a duly authorized and competent superintendent who shall directly supervise the Work. Direct supervision shall be required any time that the Contractor or any of its subcontractors are carrying out Work on the site. Communications given by the County at the Project site to the superintendent shall be as binding as if given to the Contractor. If the Contractor has more than one Separate Prime Contract, the Contractor shall provide a separate superintendent for each Separate Prime Contract. The superintendent shall be acceptable to the County.

The County may require the submission of a resume or statement of qualifications for the proposed superintendent. The Contractor shall not change the assigned superintendent without approval of the County. Such approval shall not be unreasonably withheld.

4.2.2 Management. For the duration of the Contract, and until all Contract requirements are completed and final payment is made, the Contractor shall have a duly authorized and qualified project manager for the Contract. The project manager shall be the primary point of contact between the Contractor and the County, and between the Contractor and the design Professional. The project manager shall have the full authority to make decisions and approve Contract changes for the Contractor. If the Contractor has more than one Separate Prime Contract, the Contractor shall provide a separate project manager for each Separate Prime Contract. The project manager shall be acceptable to the County. The County may require the submission of a resume or statement of qualifications for the proposed project manager. The Contractor shall not change the assigned project manager without the approval of the County. Such approval shall not be unreasonably withheld.

4.3 SUPERVISION AND CONSTRUCTION PROCEDURES

4.3.1 The Contractor shall supervise and direct the Work using the Contractor's best skill and attention to complete the Work in an acceptable manner and in accordance with the Project Schedule (see Article 4.7 Project Schedule). The Contractor shall be solely responsible for the Work performed and have control over construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work, unless the Contract Documents give other instructions.

4.3.2 The Contractor shall be responsible for the acts and omissions of all of its employees, all subcontractors and their agents and employees, and all other persons performing portions of the Work under an agreement with the Contractor.

Contract No.________ Page 6 of 30

4.4 LABOR AND MATERIALS

4.4.1 The Contractor shall enforce strict discipline and good order and conduct among its employees and other persons carrying out the Work. Every employee shall be fit and skilled in the performance of tasks assigned to them.

4.4.2 This Contract may be subject to the provisions, duties, obligations, remedies, and penalties of the Pennsylvania Prevailing Wage Act (43 P.S. § 165-1, et seq.), as amended, which is incorporated herein by reference as if fully set forth herein.

4.4.3 The County anticipates the Contractor will provide products (i.e., products, materials, and equipment as defined in the Specification) to be incorporated into the Work. Products shall meet or exceed the quality specified in the Contract Documents, and shall be new, undamaged, and unused at the time of installation, unless otherwise indicated in the Contract Documents or authorized by the County as a substitution after the Effective Date on this Contract. The Contractor shall produce, upon request, evidence supporting the source of materials used in the Work. The burden of proof of quality for all products provided rests with the Contractor. The costs incurred for substantiating quality shall be borne by the Contractor. If the County accepts substituted products of a lesser quality than specified, the County shall be entitled to a credit equal to the difference in cost of the products specified and the products provided, to include any difference in the cost of delivery, storage, handling, and installation.

For any substituted products, the Contractor shall fully warrant and guarantee for the benefit of the County the effectiveness, fitness for the purpose intended, quality, and merchantability of the substituted product.

4.5 TAXES

Contractor shall pay all sales, consumer, use, and other similar taxes as required by law. Since the County is an instrumentality of the Commonwealth of Pennsylvania, the sale at retail to or use by a construction contractor of certain building machinery and equipment and services thereto that are transferred to the County may possibly be excluded from some or all of such taxes. Forms and directions on the manner of obtaining exclusions from sales taxes may be obtained from the Pennsylvania Department of Revenue.

4.6 UNIFORM CONSTRUCTION CODE; PERMITS, FEES, AND NOTICES

4.6.1 Contractor is responsible for complying with all Local authorities having jurisdiction over building codes and permits applicable to the construction site. Unless otherwise indicated in the specification, the General Contractor, Construction Manager or the Professional, in that order of precedence, is responsible for obtaining all Building Permits.

4.6.2 The Contractor shall become familiar, and is responsible for complying, with all aspects of the UCC. For purposes of UCC inspections, the Contractor shall be deemed the “owner” as described in the UCC. Each Separate Prime Contractor shall include in the Project Schedule the UCC inspections applicable to their Work. Each Contractor shall be responsible to contact the applicable authorities to schedule the required inspections in accordance with the inspection procedures outlined in the Building Permit. Each Contractor shall notify the County of all scheduled inspections and shall inform the County in writing of the results of all inspections.

4.6.3 The Contractor shall complete in a timely manner all Contract requirements necessary for the Project to receive a Certificate of Occupancy.

4.6.4 Unless otherwise indicated in the Contract, the General Contractor, Construction Manager or the Professional, in that order of precedence, will obtain any required zoning or land use permits from the local municipality having jurisdiction.

4.6.5 Unless otherwise indicated in the Contract, the General Contractor, Construction Manager or the Professional, in that order of precedence, will obtain any required storm water or other environmental permits from the governmental agency having jurisdiction. The Contractor shall comply with any and all requirements of those permits. And Contractor also may be required to be a Transferee/Co-Permittee on the NPDES permit.

4.6.6 The Contractor shall obtain and pay for all other permits, licenses, and certificates required by Law and/or

Contract No.________ Page 7 of 30 any public authority for the proper execution and completion of its Work. The Contractor shall furnish proof of payment for all such permits, licenses, and certificates, or proof that no permits, licenses, or certificates are required.

4.6.7 The Contractor shall give all notices and comply with all applicable Laws, ordinances, regulations, rules, and orders of any public authority bearing on the performance of the Work. If the Contractor observes that any of the Contract Documents is at variance therewith in any respect, it shall promptly notify the County in writing. If the Contractor performs any Work knowing it to be contrary to such applicable laws, ordinances, regulations, rules, or orders, and without such written notice to the County, the Contractor assumes full responsibility therefor and shall bear all costs attributable thereto.

4.6.8 The Contractor shall pay all royalties and license fees. It shall defend all suits or claims for infringement of any patent rights and shall save the County harmless from loss on account thereof. The County shall be responsible for all such loss when a particular design, process, or the product of a particular manufacturer or manufacturers is specified. However, if the Contractor has reason to believe that the design, process, or product specified is an infringement on a patent, it shall be responsible for such loss unless it promptly gives such information to the County.

4.7 PROJECT SCHEDULE

4.7.1 The Contractor shall comply with the Project Schedule requirements specified in the Specification. If the

Specification is silent as to the Project Schedule, the Contractor shall comply with the provisions below.

4.7.2 Within seven (7) days following receipt of Notice to Proceed, the Lead Prime Contractor shall furnish to the County and to any and all other Separate Prime Contractors a practicable schedule of the proposed prosecution of the Work, and the planned dates on which salient features of the Work will start and complete. The Project Schedule shall be coordinated with and accepted and signed by any and all other Separate Prime Contractors, and submitted to the County for review and approval not later than fourteen

(14) days after Notice to Proceed.

4.7.3 The Contractor shall complete portions of the Work in such order of time as may be stated in the Contract Documents or as required in the approved Project Schedule. If the Contractor fails to process the Work according to the approved Project Schedule, the County may require the Contractor to take necessary steps to recover and maintain the Project Schedule, at no additional cost to the County. Necessary steps may include, but are not limited to, additional resources, additional shifts, or overtime operations. If the Contractor refuses or fails to proceed as directed by the County, the County has the right to carry out the Work, and may find the Contractor in breach of its Contract and/or declare the Contractor in default.

4.8 SUBMITTALS

4.8.1 The Contractor shall prepare and process submittals in accordance with the Specification if applicable, and consisting as appropriate of the necessary shop drawings, coordination drawings, product data, samples, and other information required to identify the proposed equipment and materials, to support the proposed installation methods, and to establish standards by which the Work will be judged. The preparation and processing of submittals shall not delay the Project or require a time extension to the Contract Time, unless agreed to by the County.

4.8.2 The County's review and approval of a submittal is for conformance with the information given in the Contract Documents and with the design concept of the Project. Approval does not relieve the Contractor of the responsibility for compliance with Contract requirements or with statutory or regulatory requirements. Moreover, the Contractor is responsible for dimensions, quantities, details and connections, fabrication, construction methods, and coordination of trades required for satisfactory construction of all Work.

4.8.3 No portion of the Work requiring a submittal shall be commenced until the submittal has been approved by the County. Any Work commenced by the Contractor prior to approval of the submittal is performed by the Contractor at its own risk.

4.9 JOB CONDITIONS

4.9.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, and the

Contract Documents, and shall not unreasonably encumber the site with any materials or equipment, Contract No.________ Page 8 of 30 unless otherwise permitted by the County. The Contractor shall at all times keep the work site free from accumulation of waste materials or rubbish created by its operations.

4.9.2 The site of the Work is defined by the Limit of Contract line shown on the drawings. The Contractor may only extend its Work beyond this line as may be necessary to satisfy requirements of all permits and to make utility and service connections. Before starting any Work beyond the Limit of Contract, the Contractor shall submit to the County a description of the proposed Work for their review and approval.

4.9.3 The Contractor shall cooperate in the arrangements of the Work, as necessary, to least affect the administration or operation of any present facility. Existing utility services roads and access ways shall not be interrupted without prior approval by the County. The Contractor shall comply with the County's prescribed times for acceptable outage periods.

4.9.4 The Contractor shall at all times afford other contractors reasonable and safe access to the site and material storage areas, and shall perform its Work so as not to interfere with the work of other contractors.

4.9.5 The Contractor shall be responsible for providing temporary heat, light, and water as necessary to execute and protect the Work, and shall maintain adequate ventilation of the work site to ensure proper air quality for human breathing and safe equipment operations. Specific requirements may be provided elsewhere in the Contract Documents, including, but not limited to, the Specification.

4.9.6 The Contractor shall protect the Work and stored materials. Specific requirements may be provided elsewhere throughout the Contract Documents.

4.9.7 If the Contractor fails to maintain a satisfactory cleanup program or to otherwise maintain a clean and safe work site, the County will issue a twenty-four (24) hour written notice of deficiency. If the Contractor does not respond to the written notice from the County, then the County shall arrange for the performance of the cleanup and backcharge the Contractor for all costs associated with the cleanup.

4.9.8 All construction salvage materials, not including items specified elsewhere to be returned to the County, become the property of the Contractor and shall be taken from the premises. On-site storage of materials and equipment, other than for use in this Project, will not be permitted.

4.9.9 No rubbish or debris shall be dropped from a height of more than six feet, or thrown out of any window or opening without a chute.

4.9.10 Every day the site and premises shall be left in a neat, unobstructed condition, and all Work shall be in good repair and order.

4.9.11 The following, which is not all-inclusive, lists the cleaning levels required by each Contractor as applicable to the scope of Work included in its Contract prior to Final Inspection:

1. Remove labels which are not required as permanent labels;

2. Clean transparent materials, including mirrors and window/door glass, to a polished condition;

3. Remove substances which are noticeable as vision-obscuring materials;

4. Clean exposed exterior and interior hard-surfaced finishes to a dirt-fee condition, free of dust, stains, paint splatters, films and similar noticeable distracting substances. Except as otherwise indicated, avoid disturbance of natural weathering of exterior surfaces. Restore reflective surfaces to original reflective condition;

5. Clean concrete floors; in non-occupied spaces, broom clean; remove all stains, marks, paint, rust, etc.

caused by construction activities.

6. Clean plumbing fixtures to a sanitary condition, free of stains, including those resulting from water exposure; and

7. Clean mechanical and electrical equipment, ductwork and replace all filters.

4.9.12 Prior to Final Inspection, in addition to the cleaning specified above, the site shall be prepared for occupancy by a thorough cleaning, including removal of all trash, rocks, wood and or debris as required.

Roadways and sidewalks shall be washed and swept clean. These activities shall be coordinated by the Lead Contractor.

4.9.13 Before the acceptance of the Project by the County at the Final Inspection, all visible finished surfaces and materials shall be thoroughly cleaned and/or retouched by the responsible Contractor at its own cost and shall be left in a clean and unblemished condition to the satisfaction of the County. Surfaces that are to be finished shall have all plaster, mortar and other surplus materials removed before beginning painting, varnishing and other finishing.

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ARTICLE 5 - SUBCONTRACTORS

5.1 SUBCONTRACTS

5.1.1 Subcontractors employed by the Contractor are solely responsible to the Contractor, and shall have no contractual relationship with the County.

5.1.2 All Work performed for the Contractor by a subcontractor shall be pursuant to an appropriate agreement between the Contractor and the subcontractor. All agreements between Contractors and subcontractors shall contain provisions requiring all of the following rights and responsibilities:

a. Preserving and protecting the rights of the County under the Contract with respect to the Work to be performed under the subcontract, so that the subcontracting thereof will not prejudice such rights.

b. Requiring that the Work be performed in accordance with the terms, conditions, and requirements of the Contract Documents.

c. Requiring that all claims for additional costs, extensions of time, or otherwise, with respect to subcontracted portions of the Work, be submitted to the Contractor in the manner provided in the Contract Documents for like claims by the Contractor upon the County.

d. Requiring that each subcontractor and/or supplier fully warrant and guarantee for the benefit of the County as purchaser the effectiveness, quality, and merchantability of any item provided and/or installed by such subcontractor.

e. Requiring that the subcontractor is without privity of Contract to the County and that it agrees by signing the subcontract that it neither acquires nor intends to acquire any rights against the County on a third-party beneficiary theory or any others.

5.1.3 The Contractor shall not sublet any part of this Contract without written approval of the County. Within seven (7) days following receipt of Notice to Proceed, the Contractor shall furnish to the County, for approval, a list of all subcontractors and suppliers it proposes to use under the Contract.

5.1.4 A Contractor may not, except with the consent of the County, have a financial interest in any other contractor, subcontractor, or supplier providing services, labor, or material on this Project. Failure to disclose the names of such subcontractors and/or suppliers shall be sufficient grounds for termination of this Contract. Such failure may also be grounds for the initiation of civil or criminal proceedings.

5.1.5 The County has the right to direct the Contractor to replace any subcontractor to which the County objects for any of the following reasons:

a. The subcontractor has failed to work in accordance with the Contract provisions, rules, and regulations regarding Contractor performance, Contract Compliance, or good order and conduct of its employees.

b. The subcontractor has defaulted or failed to perform on previous County projects.

c. The subcontractor has been suspended or debarred from doing business with the Commonwealth.

ARTICLE 6 - CHANGES IN THE WORK

6.1 CHANGE ORDERS

6.1.1 The County, without invalidating the Contract, and without notice to the Sureties, may, by written order, order changes in the Work within the general scope of the Contract, consisting of additions, deletions, or other revisions. All such changes shall be implemented by a Change Order.

6.1.2 Change Orders shall adjust the Contract Sum and Contract Time accordingly, as they relate to the cost of the Work and the cost of any impacts to the Work, and to the impact on timely completion of the Work.

Costs and impacts shall include any and all costs associated with acceleration, stacking, and re-sequencing of the Work required to maintain the Project Schedule. If it is not possible to complete the Work in accordance with the Project Schedule and/or the Contract Time by the acceleration, stacking, or re-sequencing, the Contractor may request an extension of time. Adequate information and proper submission must be provided to validate such a request.

6.1.3 The Contractor agrees that payment under any method noted within this Contract shall be the exclusive compensation for such addition, deletion, or other revision to the original Contract, and that by signing a Change Order, the Contractor agrees to release and waive any and all claims related to that Change Order or the Work contained therein.

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6.1.4 When the County and the Contractor are not in total agreement on the terms of a Change Order, or when the amount or extent of the Work related to the Change Order is not known, the County may issue a unilateral change order, or a Construction Change Directive, directing the Contractor to proceed with a change in the Work. In such cases, the Contractor must proceed with the Work but shall have the right to request an adjustment to the Contract Sum and Contract Time. In such cases, requests for adjustment to the Contract Sum and/or Contract Time must be accompanied by supporting documentation of incurred costs/time.

6.1.5 Minor changes in the Work not affecting the Contract Sum or Contract Time, consistent with the intent of the Contract Documents, may be directed by the County without additional compensation or time extension.

6.2 REQUESTS FOR ADDITIONAL COST OR TIME

6.2.1 If the Contractor desires an increase in the Contract Sum, written notice shall be given to the County before proceeding to execute any Work which is the subject of the desired increase. Such request shall be in accordance with Specification Section 012600, Contract Modification Procedures, or other similar formal County procedures.

6.2.2 If the Contractor desires an increase in Contract Time, written notice shall be given to the County, including an estimate of the probable impact on the timely completion of the Work and of any cost associated with that impact.

6.3 CONCEALED OR UNKNOWN CONDITIONS

6.3.1 The County recognizes two types of concealed conditions which might be encountered during the performance of the Work: 1. Concealed conditions which are unascertainable from the plans, Contract Documents, visits to the site, or reasonable investigation, and which are at variance with the conditions indicated by the Contract Documents; or 2. Unknown physical conditions below the surface of the ground of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract. The Contractor has seven (7) days after the first observance of the concealed condition to provide written notice to the County. If the Contractor fails to provide notice, any costs arising from the conditions shall be on the Contractor.

6.3.2 If, after proper notice, the County decides that either of the two concealed conditions described above in

6.3.1 has occurred during construction, then the Contract Sum shall be equitably adjusted by Change Order. No adjustment shall be made to the Contract Sum under this paragraph, however, for concealed conditions encountered during cutting and patching of Work.

6.3.3 In the event that concealed or unknown conditions described above in 6.3.1 preclude either the Contractor or the County from establishing either a methodology or a quantity of work to be priced into a Change Order before commencement and performance of Work, the County reserves the right to do any of the following:

1. If only the quantity of Work is unknown, the County may issue a Change Order to perform work in a quantity established by the County. The County will monitor the actual quantities and, upon completion of the Work, issue a second Change Order to adjust the original quantity.

2. If the County deems that either the methodology and/or scope of the Change Order are indeterminable, the County may issue an exploratory Change Order to determine the appropriate methodology and scope before issuing a follow-up Change Order to complete the Work. If the County determines, after review of the results of the exploratory Change Order, that this Change Order was not successful in establishing the methodology or scope of work, the County may opt for performing and monitoring the entire Change Order Work on a time and material force account basis. If the County decides to proceed in this manner, the Contractor will be required to show proof of incurred cost and will furnish any requested supporting documentation relating to the incurred cost.

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ARTICLE 7 - TIME

7.1 CONTRACT TIME

7.1.1 Time is of the essence. The Contractor shall prosecute the Work diligently and substantially complete the

Work in accordance with the Contract Time specified in the Standard Form of Contract.

7.1.2 No on-site Work may take place until Notice to Proceed is issued by the County.

7.1.3 If the County issues a Binding Letter of Intent to Contract prior to Notice to Proceed, the Contractor may rely on the letter to prepare to start Work to the extent authorized by the letter and incur costs in preparation for performance of the Contract.

7.1.4 The Contract Time anticipates inclement and/or adverse weather, and the Contractor shall plan accordingly. Inclement or adverse weather, including but not limited to cold or freezing weather, shall not be considered an excuse for non-performance of Work under this Contract. The Contractor shall use such methods of protection as may be necessary to continue to work throughout the period of inclement or adverse weather.

7.2 ADJUSTMENTS TO THE CONTRACT TIME

7.2.1 A time extension for an ordered change in the Work will depend upon the extent, if any, by which the change causes delay in completion of the various elements of construction. Normally a time extension will be granted if the changed Work impacts a Work item on the critical path of the Project Schedule and the scheduled completion date is impacted. For an ordered change in the Work that can reasonably be done concurrent with other Contract Work, without significant addition of labor or equipment, no time extension will be granted.

7.2.2 A change order granting a time extension may provide that the Contract Time will be extended only for those specific elements related to the changed Work and that the remaining Contract Time for all other portions of the Work will not be changed.

7.3 NO-FAULT TIME EXTENSIONS

7.3.1 If delays in completing the Work arise from unforeseen causes beyond the control and without the fault or negligence of either the Contractor or the County, the County may, in its sole discretion, grant a time extension for any such delays by extending the time for completion of the Work, which extension shall constitute the exclusive remedy between the parties. Examples of such causes include, but are not limited to, acts of God, acts of or protection against a public enemy, acts of the Commonwealth in its sovereign capacity, acts of another contractor in its performance of an agreement with the County, strikes, embargoes, and unusually severe weather. Any such time extension must meet the criteria under Article 7.2.

7.3.2 If unusually severe weather is the basis for Contractor's request for additional time, such request shall be documented by data from a recognized weather authority substantiating that weather conditions were abnormal for the period and could not have been reasonably anticipated. The Contractor shall also substantiate that the unusually severe conditions had an adverse impact on the scheduled completion date.

ARTICLE 8 - SUSPENSION OF THE WORK

8.1 SUSPENSION OF THE WORK

8.1.1 The County may order the Contractor in writing to suspend, delay, or interrupt all or any part of the Work for such period of time as it may determine to be appropriate for the convenience of the County.

8.1.2 If the performance of all or any part of the Work is, for an unreasonable period of time, suspended, delayed, or interrupted:

a. by an act of the County in the administration of this Contract, or

b. by the County's failure to act within the time specified in this Contract, or within a reasonable time if not specified, an adjustment shall be made for any increase in the cost of performance of this Contract (excluding profit)

Contract No.________ Page 12 of 30 necessarily caused by such unreasonable suspension. The Contract shall be modified in writing accordingly. No adjustment shall be made under this clause for any suspension to the extent that performance would have been so suspended by any other cause, including the fault or negligence of the Contractor, or for which an equitable adjustment is provided for or excluded under any other provision of this Contract.

8.1.3 No claim under this clause shall be allowed unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of such suspension. The claim may not be asserted later than the date of final payment.

8.1.4 The provisions of this Article 8.1 do not apply under conditions enumerated in Article 8.2, Suspension of the Work Due to Unfavorable Conditions, or Article 8.3, Suspension of the Work for Fault of the Contractor.

8.2 SUSPENSION OF THE WORK DUE TO UNFAVORABLE CONDITIONS

8.2.1 If, in the judgment of the County, the Contractor is taking undue risk of damage to any part of a structure or installation by proceeding with the Work during unfavorable weather or other conditions, then the County may suspend the Work temporarily, either wholly or in part for such periods as are necessary. In case of such suspension, the County may, in its sole discretion, grant a time extension for any such delays by extending the time for completion of the Work, which extension shall constitute the exclusive remedy between the parties. The failure of the County to suspend the Work does not relieve the Contractor of its responsibility to perform the Work in accordance with the Contract Documents.

8.2.2 The County may require a suspension of the Work if, in its opinion, unforeseen conditions warrant such stoppage. When the County directs resumption of the Work, the Contractor shall resume full operations within a period of seven (7) days after the date of written notice to do so. The County is not liable for any damages, lost overhead, or anticipated profits on account of the Work being suspended.

8.2.3 Any Work done by the Contractor during the period of suspension is its own responsibility. The Contractor shall receive no payment for the Work unless the Work is subsequently resumed and Work done during the suspension can be utilized in the resumed Work.

8.2.4 Suspensions of Work as outlined above shall not in themselves operate to extend the Contract date of completion. Requests for extensions of time shall be submitted in writing by the Contractor, setting forth its reasons for the extension.

8.3 SUSPENSION OF THE WORK FOR FAULT OF THE CONTRACTOR

Should the Contractor fail to comply with the orders of the County relative to any particular parts of the

Work, the County may suspend Work on any or all parts of the Work until its orders respecting the particular parts are complied with. In case of such suspension, which shall be considered due to the fault of the Contractor, no extension of time shall be given and no allowance will be made for the expenses incurred by the Contractor during the suspension period.

8.4 SUSPENSION OF THE WORK FOR FAULT OF OTHER SEPARATE PRIME CONTRACTORS

If the performance of all or any part of the Work is, for an unreasonable period of time, suspended, delayed, or interrupted by an act of another Separate Prime Contractor, or by another Separate Prime Contractor's failure to act within the time specified in this Contract, or within a reasonable time if not specified, the County may, in its sole discretion, grant a time extension for any such delays by extending the time for completion of the Work, which extension shall constitute the exclusive remedy between the parties. Otherwise, Disputes with other Separate Prime Contractors is addressed in Article 13.5.

ARTICLE 9 - PAYMENTS

9.1 PAYMENTS

9.1.1 Performance by the Contractor in accordance with the requirements of the Contract Documents shall entitle the Contractor to payment by the County. Normally, payment for the Work will be made upon substantial completion and acceptance of the Work. However, when a contract exceeds $25,000 and upon written request, partial payments may, at the discretion of the County, be made after completion of portions of the Work.

Contract No.________ Page 13 of 30

9.1.2 The County shall pay the Contractor according to the provisions of this Article for all items that appear on the application for payment and have been satisfactorily completed. Applications for payment will not be considered to be acceptable unless they meet all the requirements specified in the Specification, and as outlined elsewhere in the Contract Documents.

9.1.3 Before any application for payment can be submitted and/or approved, the Contractor shall submit to the County for its approval a detailed breakdown of the costs indicating a schedule of quantities and values for the items of Work included in the Contract, as required in the Specification.

9.1.4 The Contractor warrants and guarantees that title to all Work, materials, and equipment covered by an application for payment, whether incorporated in the Project or not, will pass to the County upon the receipt of such payment, free and clear of all terms, claims, security interests, or encumbrances. Such warrant and guarantee shall not relieve the Contractor from the sole responsibility for all material and Work upon which payments have been made, or the restoration of damaged Work, or waive the right of the County to require the fulfillment of the terms of the Contract.

9.1.5 The County may decline to approve any application for payment, or portion thereof, because of subsequently discovered evidence or subsequent inspections which may nullify the whole or part of any application for payment previously issued, to such extent as may be necessary to protect the County from loss because of:

(1) defective Work not remedied,

(2) failure of the Contractor to make payments properly to subcontractors or for labor, materials, and equipment,

(3) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum,

(4) reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay, or

(5) unsatisfactory execution of the Work by the Contractor.

9.1.6 Acceptance of final payment by the Contractor shall constitute a waiver of all claims by the Contractor against the…