14-06 Exhibit D.pdf

Solicitation No.2093591

DART Form 33D Page 1 of 9 Exhibit D

DALLAS AREA RAPID TRANSIT

EXHIBIT D

SPECIAL PROVISIONS

Table of Contents

1 ADDITIONAL DEFINITIONS (D-200.11A, AUG 90)

2 INDEFINITE DELIVERY/INDEFINITE QUANTITY (D-200.01B, JAN 17)

3 ORDERING (D-200.05A, NOV 05)

4 CONDITIONS FOR MAINTAINING AGREEMENT (D-200.01F, JAN 02)

5 NOTICE TO PROCEED (D-200.02A, MAR 02)

6 CONTRACT PERFORMANCE PERIOD (D-200.03B, AUG 2018)

7 WORK ADJACENT TO ACTIVE RAILROADS (FOR CONTRACTOR INFORMATION ONLY. PRICING TO BE DETERMINED FOR EACH TASK

ORDER AFFECTED.) (D-400.21, JAN 02)

8 INVOICING AND PAYMENT (D-200.07A, JUN 01)

9 INSURANCE REQUIREMENTS FOR CONSTRUCTION CONTRACTS (D-200.08C, MAR 02)

10 ADJUSTMENT AND CLEANING (D-200.14A, AUG 90)

11 COMMUNICATIONS (D-200.21B, JAN 02)

12 CONTRACT IDENTIFICATION NUMBER (D-200.21A, AUG 04)

13 FIVE STAR CUSTOMER SERVICE (D-700.01, APR 15)

14 U.S. DEPARTMENT OF HOMELAND SECURITY’S E-VERIFY SYSTEM (D-700.02, APR 15)

15 STOP-WORK ORDER (D-200.26, JUN 02)

16 PRICING OF ADJUSTMENTS (6-203.01, NOV 25)

17 PROTECTION OF AUTHORITY PROPERTY (6-203.11, JUN 86)

18 INSPECTION (6-202.05, NOV 25)

19 WARRANTY (D-200.12A, JAN 02)

20 NEW MATERIAL (6-203.03, JUN 86)

21 RISK OF LOSS OR DAMAGE (6-202.06, JUN 86)

22 WARRANTY OF SERVICES (6-303.10, JUN 86)

1 Additional Definitions (D-200.11A, AUG 90)

As used throughout this contract, the following terms shall have the meaning as set forth below.

(a) D/FW Consolidated Metropolitan Statistical Area (D-200.11B, AUG 90)

The D/FW CMSA (Dallas/Fort Worth Consolidated Metropolitan Statistical Area) includes the following nine

(9) Texas counties: Collin, Dallas, Denton, Ellis, Johnson, Kaufman, Parker, Rockwall and Tarrant.

(b) DART Service Area (D-200.11C, SEP 96)

The DART Service Area includes the following thirteen (13) Texas cities: Addison, Carrollton, Cockrell Hill, Dallas, Farmers Branch, Garland, Glenn Heights, Highland Park, Irving, Plano, Richardson, Rowlett, and University Park.

(c) Work Day (D-200.11D, NOV 05)

“Work day” is defined as any day Monday through Friday, except Authority designated holidays. Holidays that fall on a Saturday are observed on the Friday before the holiday. Holidays that fall on a Sunday are observed the following Monday.

2 Indefinite Delivery/Indefinite Quantity (D-200.01B, JAN 17)

DART Form 33D Page 2 of 9 Exhibit D

(a) This is an indefinite delivery, indefinite quantity contract for the supplies or services specified elsewhere in the contract. The quantities of supplies and services specified are estimates only and are not guaranteed to be purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Authority, when and if ordered, a maximum of 120% worth of goods and services. The Authority shall order a minimum of 50% worth of goods and services.

(c) Except for any limitations on quantities, which may be specified elsewhere in this contract, there is no limit on the number of orders that may be issued.

(d) Orders issued during the effective period of this contract, but not completed within that period, shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Authority's rights and obligations with respect to that order, to the same extent as if the order were completed during the contract's effective period.

3 Ordering (D-200.05A, NOV 05)

(a) Any supplies and services to be furnished under this contract shall be obtained by the issuance of orders. The Contracting Officer and his designated representative(s) are the only individuals with the authority to place orders against this contract.

(b) All orders are subject to the terms and conditions of this contract. In the event of conflict between an order and this contract, the contract shall control.

(c) If mailed, an order is considered "issued" when the Authority deposits the order in the mail.

(d) Additionally, orders may be issued by telephone followed by a written order, by electronic mail with an attached order, or by facsimile.

4 Conditions for Maintaining Agreement (D-200.01F, JAN 02)

(a) This Agreement may be terminated upon 30 days written notice by either party to the Agreement, except that the Authority may immediately terminate this Agreement at any time after the parties fail to agree upon any deletion, modification or addition to this agreement which is required by Statute, Executive Order, or the state of Texas law or statue. No deletion, modification, addition to or termination of this agreement shall affect any orders previously issued in which this agreement has been incorporated by reference.

(b) This agreement shall be reviewed at a minimum, annually before the anniversary of its effective date, and if necessary, shall be revised to conform with all requirements of Statutes, Orders, etc. Such revisions shall be evidenced by the issuance and execution of a Supplemental Agreement. If no revisions are required, no document shall be issued.

(c) This agreement shall remain in force unless canceled as provided above, however the period during which orders may be placed against this agreement may not be exceed one year.

5 Notice to Proceed (D-200.02A, MAR 02)

The Contractor shall not proceed with any work required under this contract without a written Notice to Proceed from the Authority. Any work performed or expenses incurred by the Contractor prior to the Contractor's receipt of Notice to Proceed shall be entirely at the Contractor's risk.

DART Form 33D Page 3 of 9 Exhibit D

6 Contract Performance Period (D-200.03B, AUG 2018)

The performance period for this Contract shall be One year from date of Notice to Proceed from the Authority. All work required under this Contract, excluding warranty provisions contained elsewhere herein, shall be completed within the Contract Performance Period. The Contract Performance Period may be extended at the sole discretion of the Authority. Extension or expiration of the Contract Performance Period does not relieve the Contractor of any obligations under the Contract, including the Contract completion date and other milestones and liquidated damages, all of which may be modified separately.

7 Work Adjacent to Active Railroads (For contractor information only. Pricing to be determined for each task order affected.) (D-400.21, JAN 02)

(a) Compliance with Laws and Regulations

The Contractor shall abide by governing railroad rules, regulations, policies and operating procedures established by the Trinity Railway Express (TRE) and other applicable railroad regulating bodies, including but not limited to the Federal Railroad Administration, Code of Federal Regulations (i.e. 49 CFR 214, Roadway Worker Protection On-Track Safety Program - Exhibit V) and DART Construction Safety Program - Exhibit M. If any failure by the Contractor to comply with any such laws, regulations, and enactments shall result in any fine, penalty, cost or charge being assessed, imposed or levied against the railroad, the Contractor shall reimburse and indemnify the railroad for such fine, penalty, cost or charge, including without limitation attorney's fees, court costs and expenses. The Contractor shall, in the event of any such actions and upon notice thereof being provided by the railroad, defend such action free of cost, charge, or expense to the railroad.

(b) Notification

<be provided at> The Contractor shall provide written notice to the TRE representative <(Mr. Frank Menair,> Commuter Rail Manager of Construction and Maintenance, 214-749-2794) at least fourteen

(14) days in advance of commencing any work in which any person or equipment will be within twenty-five (25) feet of the centerline of the nearest track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within 25 feet of the centerline. Said notice shall include, based on the Contractor's Work Schedule, the total duration of all construction activities during which any manpower or equipment will be required to be working or positioned within 25 feet of the centerline of the adjacent rail line(s), thus dictating the need for a flagman. Upon receipt of such notification, the TRE representative will assist the Contractor in arranging for a flagman and will confirm if additional protective or safety measures are to be performed by the Contractor or others. Any and all such services by others will Contractor's expense with the understanding that if the railroad provides any flagging, Daily Operating Bulletin or other services, the Contractor shall not be relieved of any of its responsibilities or liabilities set forth herein.

(c) Performance of Work

No work performed by the Contractor shall cause any interference with the constant, continuous and uninterrupted use of the tracks, property and facilities of the railroad unless specifically authorized in advance by the railroad's representative. Nothing shall be done or suffered to be done by the Contractor at any time that would in any manner impair the safety thereof. A flagman will be required if the Contractor undertakes any work activities closer than 25 feet from the centerline of the nearest railroad track or if the work requires that any equipment extension (such as, but not limited to, a crane boom) must reach to within 25 feet of the centerline of any track. When not in use, Contractor's machinery and materials shall be kept a minimum of 25 feet from the centerline of the adjacent track(s).

Additionally, there shall be no crossings of the tracks except at existing open public crossings, unless specifically authorized in writing and in advance by the railroad's representative. Contractor shall request from TRE a permit for any and all temporary construction crossings.

8 Invoicing and Payment (D-200.07A, JUN 01)

DART Form 33D Page 4 of 9 Exhibit D

(a) Invoices may be submitted once per month to:

DART

Accounts Payable apinvoices@dart.org and shall conform to policies or regulations adopted from time to time by the Authority. Invoices shall be legible and shall contain, as a minimum, the following information: (1) the contract and order number (if any); (2) a complete itemization of all costs including quantities ordered and delivery order numbers (if any); (3) any discounts offered to the Authority under the terms of the contract; (4) evidence of the acceptance of the supplies or services by the Authority; (5) unique traceable invoice number(s); and (6) any other information necessary to demonstrate entitlement to payment under the terms of the contract.

Failure to provide the above critical information may result in the rejection and return of the invoice for resubmission with complete data.

(b) Subject to the withholding provisions of the contract, payment shall be made within 30 days after the Authority's receipt of a properly prepared invoice.

9 Insurance Requirements for Construction Contracts (D-200.08C, MAR 02) WF 3054178 DART CBD TSP Caninet Power

(a) Required Coverage. The Contractor shall, at all times during the term of this contract and extended terms thereof, provide and maintain the following types of insurance protecting the interests of the Authority and the Contractor with limits of liability not less than those specified below.

1) Commercial Automobile Liability insurance or its equivalent, listing DART as an additional insured, on primary and non-contributory basis, with waiver of subrogation, covering all owned, hired and non-owned vehicles used in connection with the work performed under this contract with a combined single limit for bodily injury and property damage liability of not less than $2,000,000 per accident. The policy shall be endorsed deleting all exclusions for work performed near a railroad. In the event the contractor will drive or take custody or control of a DART owned vehicle, the insurance policy shall provide physical damage coverage for non-owned autos with a deductible not to exceed $2,500.00.

2) Commercial General Liability insurance or its equivalent, listing DART as an additional insured, on primary and non-contributory basis, with waiver of subrogation, providing limits of not less than $2,000,000 for bodily injury and property damage per occurrence, with a general aggregate of $4,000,000, and products and completed operations aggregate of $4,000,000. The policy shall be endorsed with Additional Insured endorsements for ongoing operations and completed operations performed by or on behalf of the contractor. Contractual Liability Railroads CG 24 17 is required.

The contractor shall maintain this coverage for a period of 3 years following project completion. There shall not be any policy exclusions or limitations for the following:

Contractual Liability covering Contractor's obligations herein Personal Injury Advertising Liability Medical Payments Fire Damage Legal Liability Broad Form Property Damage Liability for Independent Contractors

3) Workers' Compensation Insurance, providing benefits comparable to those provided under the Workers' Compensation Act of the State of Texas and/or any other State or Federal law or laws applicable to the Contractor's employees performing work under this contract. Employer's Liability Insurance with limits of liability of not less than $1,000,000 each accident, $1,000,000 each employee for disease and $1,000,000 policy limit for disease. This insurance shall be endorsed with a Waiver of Subrogation Endorsement, waiving the carrier's right of recovery under subrogation or otherwise from DART and from any other entities as requested by DART.

mailto:apinvoices@dart.org

DART Form 33D Page 5 of 9 Exhibit D

(b) Certificates of Insurance. Before commencing execution of this contract, the Contractor shall respond to insurance related questions and attach a certificate of insurance satisfactory to the Authority (or, as and when the Authority may direct, copies of the actual insurance policies) in the Questions section of the Supplier Portal, as follows:

• Go to https://suppliers.dart.org

• Login

• Click on “Update Account Information”

• Under Questions section, click Answer

The certificates of insurance shall evidence insurance required by paragraph (a), stating policy number, dates of expiration, and limits of liability thereunder. The certificates shall also attach all relevant endorsements required in subparagraphs to (a), and shall be acceptable to the Authority.

(c) Approval of Forms and Companies. All coverage described in this contract shall be in a form and content satisfactory to the Contracting Officer. All insurance should be provided by insurance companies with a Best's Rating of A-/ VIII, or better.

(d) Additional Insured Endorsement. The policy or policies providing Commercial Automobile Liability and Commercial General Liability shall be endorsed to name DART, its directors, officers, representatives, agents and employees, as well as any other interests directed by DART, as Additional Insureds under this contract.

(e) All policies shall be endorsed to provide thirty (30) days advanced written notice of policy cancellation or modification.

(f) Multiple Policies. The limits of liability as required above may be provided by a single policy of insurance or a combination of primary, excess or umbrella liability policies. But in no event shall the total limit of liability of any one occurrence or accident be less that the amount shown above.

(g) Deductibles. Companies issuing the insurance policies and the Contractor shall have no recourse against the Authority for payment of any premiums or assessments for any deductibles, as all such premiums and deductibles are the sole responsibility and risk of the Contractor.

(h) Subcontractors. If any part of the work is sublet, Contractor shall require any and all subcontractors performing work under this contract to carry insurance in accordance with paragraph (a) (1), (a) (2), (a) (3), and (a) (4) above. The Contractor shall determine any other types of insurance and the limits of liability that Contractor shall deem appropriate and adequate to protect the interests of the Authority. In the event a subcontractor is unable to furnish any insurance required under this Contract, the Contractor shall endorse the subcontractor as an Additional Insured or become an Alternate Employer. The Contractor shall obtain and furnish to the Authority certificates of Insurance evidencing subcontractors' workers' compensation insurance coverage. All other insurance certificates for subcontractors shall be furnished to the Authority upon request.

(i) No Release. The carrying of the above-described coverage shall in no way be interpreted as relieving the Contractor of any other responsibility or liability under this agreement or any applicable law, statute, regulation or order.

10 Adjustment and Cleaning (D-200.14A, AUG 90)

(a) The Contractor shall clean exposed surfaces of all grease, oil, dirt, and other foreign matter and remove all packaging materials.

(b) The Contractor shall at all times keep the work area, including storage areas, free from accumulations of waste materials. Before completing the work, the Contractor shall remove from the work area and premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of the Authority.

https://suppliers.dart.org/

DART Form 33D Page 6 of 9 Exhibit D

Upon completing the work, the Contractor shall leave the work area in a clean, neat and orderly condition satisfactory to the Authority. Dumpsters will not be provided by the Authority.

11 Communications (D-200.21B, JAN 02)

(a) Official communications in connection with this Contract shall be in writing and delivered either personally, by facsimile, or by regular, registered or certified mail addressed to the assigned DART Contract Specialist. Telephone calls may be used to expedite communications, but they shall not be considered "official" unless confirmed in writing.

(b) A communication shall be deemed to have been "received" when it is in the actual possession of the person to whom it is addressed or that person's designated agent. For purposes of fixing the date and time of actual receipt, that date and time shall be placed on the communication and become part of the communication for the record.

12 Contract Identification Number (D-200.21A, AUG 04)

The contract number shown on the Solicitation, Offer and Award Form, shall be clearly displayed on all correspondence, invoices and submittals.

13 Five Star Customer Service (D-700.01, APR 15)

As part of DART’s Five Star Customer Service initiative, we strive to create exemplary and distinctive interactions and experiences for our customers and the communities within which we provide mass transportation services. We aim to provide vehicles, facilities, security, technology, communications and services that are world class. As a Contractor with DART, we look to you via the supply of these specified services and/or materials to help us achieve our goal of extraordinary customer service.

14 U.S. Department of Homeland Security’s E-Verify System (D-700.02, APR 15) By entering into this Contract, the Contractor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security’s E-Verify system to determine the eligibility of:

1. All persons employed to perform duties within Texas, during the term of the Contract; and

2. All persons (including subcontractors) assigned by the Respondent to perform work pursuant to the Contract, within the United States of America.

The Contractor shall provide, upon request of DART, an electronic or hardcopy screenshot of the confirmation or tentative non-confirmation screen containing the E-Verify case verification number for attachment to the Form I-9 for the three most recent hires that match the criteria above, by the Contractor, and Contractor’s subcontractors, as proof that this provision is being followed.

If this certification is falsely made, the Contract may be immediately terminated, at the discretion of the Authority and at no fault to the Authority, with no prior notification. The Contractor shall also be responsible for the costs of any re-solicitation that the Authority must undertake to replace the terminated Contract.

15 Stop-Work Order (D-200.26, Jun 02)

(a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of <90 days> after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of <90 days> after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either:

(1) Cancel the stop-work order; or

DART Form 33D Page 7 of 9 Exhibit D

(2) Terminate the work covered by the order as provided in the Termination for Default, or the Termination for Convenience of the Authority, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if:

(1) The stop-work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract; and

(2) The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Authority, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

16 Pricing of Adjustments (6-203.01, NOV 25)

When costs are a factor in any determination of a contract price adjustment pursuant to the Changes clause or any other provision of this contract, such costs shall be in accordance with Chapter 7 (Cost Principles) of the Authority's Procurement Regulations in effect on the date of this contract.

17 Protection of Authority Property (6-203.11, JUN 86)

The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on or about premises owned by, or under the control of, the Authority. If the Contractor's failure to use reasonable care causes damage to any of this property, the Contractor shall replace or repair the damage at no expense to the Authority as the Contracting Officer directs. If the Contractor fails or refuses to make such repair or replacement, the Contractor shall be liable for the cost, which may be deducted from the contract price.

DART Form 33D Page 8 of 9 Exhibit D

18 Inspection (6-202.05, NOV 25)

(a) The Contractor shall provide and maintain an inspection system acceptable to the Authority covering supplies under this contract and shall tender to the Authority for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the Authority during contract performance and for as long afterwards as the contract requires. The Authority may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

(b) The Authority has the right to inspect and test all supplies called for by the contract (including, without limitation, raw materials, components, intermediate assemblies, and end products) at all times (including the period of manufacture) and places and, in any event, prior to acceptance. The Authority shall perform inspections and tests in a manner that will not unduly delay the work. The Authority assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(c) In the event any supplies or lots of supplies are defective in material or workmanship or otherwise not in conformity with the requirements of this contract, the Authority shall have the right either to reject those supplies (with or without instructions as to their disposition) or to require their correction. Supplies or lots of supplies which have been rejected or required to be corrected shall be removed or, if permitted or required by the Contracting Officer, corrected in place by and at the expense of the Contractor promptly after notice and shall not thereafter be tendered for acceptance unless the former rejection or requirement of correction is disclosed. If the Contractor fails promptly to remove such supplies or lots of supplies which are required to be removed, or promptly to replace or correct such supplies or lots of supplies, the Authority either (i) may by contract or otherwise replace or correct such supplies and charge to the Contractor the cost occasioned the Authority thereby, or (ii) may terminate this contract for default as provided in the Termination for Default Clause of this contract. Unless the Contractor corrects or replaces such supplies within the delivery schedule, the Contracting Officer may require the delivery of such supplies at a reduction in price which is equitable under the circumstances. Failure to agree to such reduction of price shall be a dispute concerning a question of fact within the meaning of the Disputes Clause of this contract.

(d) If any inspection or test is made by the Authority or its authorized representative on the premises of the Contractor or a subcontractor, the Contractor, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of the Authority's inspectors in the performance of their duties. If the Authority's inspection or test is made at a point other than the premises of the Contractor or a subcontractor, it shall be at the expense of the Authority, except as otherwise provided in this contract; provided, that in case of rejection, the Authority shall not be liable for any reduction in value of samples used in connection with such inspection or test. All inspections and tests by the Authority shall be performed in such a manner as not to unduly delay the work. The Authority reserves the right to charge to the Contractor any additional cost of the Authority's inspection and test when supplies are not ready at the time such inspection and test is required by the contract or when reinspection or retest is necessitated by prior rejection.

Acceptance or rejection of the supplies shall be made as promptly as practicable after delivery, except as otherwise provided in this contract; but failure to inspect and accept or reject supplies shall neither relieve the Contractor from responsibility for such supplies as are not in accordance with the contract requirements nor impose liability on the Authority therefor.

(e) The inspection and test by the Authority of any supplies or lots thereof does not relieve the

Contractor from any responsibility regarding defects or other failures to meet the contract requirements which may be discovered prior to acceptance. Except as otherwise provided in this contract, acceptance shall be conclusive except for latent defects, fraud, or such gross mistakes as amount to fraud.

DART Form 33D Page 9 of 9 Exhibit D

19 Warranty (D-200.12A, JAN 02) Any and all standard manufacturer’s warranties shall accrue to the benefit of the Authority. The manufacturer’s warranties referenced herein shall be in addition to any contractual remedies set forth in this contract, and in addition to any and all other statutory remedies or warranties imposed on the Contractor for the benefit of the Authority.

20 New Material (6-203.03, JUN 86) Unless this contract specifies otherwise, the Contractor represents that the supplies and components (including any former property of the Authority identified in this contract) are new, including recycled (not used or reconditioned) and are not of such age or so deteriorated as to impair their usefulness or safety. If the Contractor believes that furnishing used or reconditioned supplies or components will be in the Authority's interest, the Contractor shall so notify the Contracting Officer in writing. The Contractor's notice shall include the reasons for the request along with a proposal for any consideration to the Authority if the Contracting Officer authorizes the use of used or reconditioned supplies or components.

21 Risk of Loss or Damage (6-202.06, JUN 86) Except as otherwise provided in this contract, the Contractor shall be responsible for the supplies covered by this contract until they are delivered at the designated delivery point, regardless of the point of inspection. After delivery to the Authority at the designated point and prior to acceptance by the Authority or rejection and giving notice thereof by the Authority, the Authority shall be responsible for the loss, destruction of, or damage to the supplies only if such loss, destruction, or damage results from the negligence of officers, agents, or employees of the Authority acting within the scope of their employment. The Contractor shall bear all risks as to rejected supplies after notice of rejection, except that the Authority shall be responsible for the loss, destruction of, or damage to the supplies only if such loss, destruction, or damage results from the gross negligence of officers, agents, or employees of the Authority acting within the scope of their employment.

22 Warranty of Services (6-303.10, JUN 86)

(a) "Acceptance,"as used in this clause, means the act of an authorized representative of the Authority by which the Authority assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services, as partial or complete performance of the contract. "Correction," as used in this clause, means the elimination of a defect.

(b) Notwithstanding inspection and acceptance by the Authority or any provision concerning the conclusiveness thereof, the Contractor warrants that all services performed under this contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this contract. The Contracting Officer shall give written notice of any defect or nonconformance to the Contractor within 30 days. This notice shall state either (1) that the Contractor shall correct or reperform any defective or nonconforming services, or (2) that the Authority does not require correction or reperformance.

(c) If the Contractor is required to correct or reperform, it shall be at no cost to the Authority, and any services corrected or reperformed by the Contractor shall be subject to this clause to the same extent as work initially performed. If the Contractor fails or refuses to correct or reperform, the Contracting Officer may, by contract or otherwise, correct or replace with similar services and charge to the Contractor the cost occasioned to the Authority thereby, or make an equitable adjustment in the contract price.

(d) If the Authority does not require correction or reperformance, the Contracting Officer shall make an equitable adjustment in the contract price.