4-EXHIBIT C - AISD-General Conditions (10.09.24).pdf

CONSTRUCTION FORM AISD/GCC (Rev. 2022 Bond Projects – 10.09.2024)

AUSTIN INDEPENDENT SCHOOL DISTRICT

GENERAL CONDITIONS OF THE CONTRACT

FOR CONSTRUCTION

TABLE OF ARTICLES AND SECTIONS

1. GENERAL PROVISIONS

1.1 Definitions

1.2 Correlation and Intent

1.3 Ownership and Use of Drawings, Specifications and Other Instruments of Service

2. RESPONSIBILITIES OF THE ARCHITECT/ENGINEER

2.1 Owner/Architect/Engineer Relationship

2.2 Contract Administration

3. RESPONSIBILITIES OF THE CONTRACTOR

3.1 Supervision and Duty

3.2 Conditions Affecting the Work

3.3 Differing Site Conditions

3.4 Permits, Fees and Responsibilities

3.5 Patents, Copyrights and Licenses

3.6 Construction Schedule

3.7 Submittals

3.8 Materials and Workmanship

3.9 As-Built Drawings

3.10 Cleanup

3.11 Warranties

3.12 Indemnification

3.13 Reparations for Damaged Property, Improvements and Work

3.14 Substitutions of Materials or Equipment

3.15 Criminal History Record Information Review and Identification Badges for Covered

Employees

3.16 Criminal History Record Information Review and Identification Badges for Non-covered Employees

4. SUBCONTRACTORS

4.1 Award of Subcontracts for Portions of the Work

4.2 Subcontractual Relations

4.3 Contingent Assignment of Subcontracts

5. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

5.1 Owner’s Right to Perform Construction and to Award Separate Contracts

5.2 Mutual Responsibility of Contractors

6. CHANGES IN THE WORK

6.1 Change Orders

6.2 The Change Order Request Process

6.3 Agreed and Unilateral Change Orders

6.4 Interim Change Authorization

6.5 Change Order Requested by Contractor

6.6 Basis for Compensation for Changes

7. TIME DELAY

7.1 Contractor Excused Delays

7.2 Owner Excused Delays

7.3 Contractor Remedies for Delay

7.4 Owner Remedies for Delay

8. PAYMENTS AND COMPLETION

8.1 Progress Payments

8.2 Payments Withheld or Nullified

8.3 Substantial Completion

8.4 Final Acceptance and Payment

9. PROTECTION OF PERSONS AND PROPERTY

9.1 Safety Precautions and Programs

9.2 Emergency Facilities

9.3 Safety of Persons and Property

9.4 School Safety Requirements

9.5 Location and Protection of Utilities

9.6 Asbestos

9.7 Hazardous Substances

9.8 Contractor’s Safety Program Manual

9.9 Contractor’s Safety Plan

9.10 Emergencies

9.11 Offsite Work

10. INSURANCE AND BONDS

10.1 Required Insurance Coverage

10.2 General Requirements

10.3 Business Automobile Liability Insurance

10.4 Workers Compensation and Employers’ Liability Insurance

10.5 Commercial General Liability Insurance

10.6 Builder’s Risk Insurance

10.7 Hazardous Materials Insurance

10.8 Professional Liability Insurance

10.9 Bonds

10.10 Additional Bonds Requirements If Contract Amount Is Not Established When

Contract Signed

10.11 Waiver of Subrogation

11. INSPECTIONS, TESTS AND CORRECTION OF WORK

11.1 Times and Places

11.2 Continuing Responsibility

11.3 Inspections and Testing

11.4 Rejected Material or Work

11.5 Cooperation

11.6 Covered Work

12. MISCELLANEOUS PROVISIONS

12.1 Third Parties

12.2 Bankruptcy

12.3 No waiver of Default

12.4 Severability

12.5 Construction

13. TERMINATION OR SUSPENSION OF THE CONTRACT

13.1 Suspensions of the Work for Owner’s Convenience

13.2 Responsibility for Completion

13.3 Events of Default

13.4 Termination for Convenience of Owner

13.5 Termination for Contractor’s Default

14. ADMINISTRATIVE PROCEDURE FOR CONTRACTOR CLAIMS

14.1 Administrative Procedure for Resolution of Claims

15. PARTIAL USE OR OCCUPANCY

16. TAXES

17. NOTICE TO PARTIES

18. NOTICES REQUIRED TO BE POSTED

18.01 Job Site Postings

19. PREVAILING WAGE RATES

EXHIBIT A – AISD’s PREVAILING WAGE RATES

GENERAL CONDITIONS OF THE CONTRACT

FOR CONSTRUCTION

1. Article 1. GENERAL PROVISIONS

1.1 DEFINITIONS

A. “Agreement” means, as applicable, AISD’s Agreement for Construction Contract between Owner and Contractor (Form AISD/Con), AISD’s Agreement for Construction between Owner and Construction Manager-at-Risk (Form AISD/Con- CMR), AISD’s Agreement Between Owner and Design/Build Contractor (AISD/Con- Design Build, hereinafter sometimes specifically referred to as a “Design/Build Agreement”) or AISD’s Job Order Contract between Owner and Contractor (Form AISD/Con-JOC), which incorporates each Task Order executed thereunder.

B. “AISD” or “Owner” means the Austin Independent School District of Travis County, Texas.

C. “Architect/Engineer” means the person or organization designated to perform the functions of Architect/Engineer or Project Architect, for this Contract, or in a separate writing signed by a Contracting Officer.

D. “Change Order” means a written amendment to the contract mutually agreed to by the

Owner and Contractor that is generally based on a Change Order Request.

E. “Change Order Request” means a written document initiating a change in the Work.

F. “Claim” means, as between the Owner and the Contractor, an assertion that the party making the claim is entitled, as a matter of right, to an adjustment in the Contract Amount, and/or the Contract Time, or is otherwise entitled to payment or damages.

With regard to third persons, including subcontractors, a claim is an assertion of entitlement to payment or damages.

G. “Contract” means the Contract Documents that form the Contract for Construction.

The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind between the Architect/Engineer and Contractor, or between the Owner and a subcontractor.

H. “Contract Amount” or “Proposal” means the amount identified in the Contract as the sum of the Cost of the Work and the Contractor overhead and profit, subject to adjustment as provided in the Contract Documents. The term Contract Amount shall have the same meaning as “Contract Sum” or “Contract Price.” In Contracts establishing a Guaranteed Maximum Price, the Contract Amount shall not exceed the Guaranteed Maximum Price.

I. “Contract Documents” consist of the (i) Agreement, (ii) Special Conditions (if any),

(iii) Supplemental Conditions (if any), (iv) Owner’s General Conditions of the Contract for Construction (“General Conditions”), (v) Drawings and Specifications,

(vi) the completed and approved HUB Statement of Responsibility and HUB Compliance Checklist applicable to the Project (vii) Owner’s Solicitation Documents and the Contractor’s response. The Contract Documents listed above include their respective attachments and exhibits, and Modifications issued after execution of the Contract. In the event of a conflict between two or more of the Contract Documents, each shall prevail over the other in the order of preference listed above, unless otherwise provided by the terms of the Contract Documents. In the event of a conflict between the Drawings and the Specifications, the provisions of Section 1.2.B. shall apply.

J. “Contract Time” means the time provided in the Contract Documents for Substantial

Completion of the Work.

K. “Contracting Officer” means a person authorized to bind Owner in matters relating to the Contract; specifically, the President of the Board of Trustees of AISD, the Superintendent of Schools of AISD, the Chief Financial Officer of AISD, the Executive Director of Facilities of AISD, the Executive Director of Construction Management of AISD, or such other person as may be authorized by resolution of the Board of Trustees of AISD to exercise the functions of a Contracting Officer for this Contract.

L. The “Contractor” means “Contractor,” “Design/Build Contractor,” “Construction

Manager-at-Risk,” “Proposer”, “Offeror,” or “Bidder” as identified in the Contract Documents.

M. “Cost of the Work” shall mean the actual cost of all Work provided by Contractor under the Contract which is subject to payment or reimbursement by Owner, unless otherwise provided in the Agreement.

N. “Day” means a calendar day unless the context indicates otherwise or the term

“business day” is used. A business day shall mean weekdays but exclusive of Federal holidays.

O. “Drawings” means the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. The term “Drawings” does not include shop drawings.

P. “Final Completion” means the date the Contract has been fully performed by the

Contractor (except for the Contractor’s responsibility to correct defective or nonconforming Work, and to satisfy other requirements, if any, which necessarily survive final payment), and a final Certificate for Payment approved by the Owner has been issued by the Architect/Engineer.

Q. “Modification” is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) an Interim Change Authorization, or (4) a written order for a minor change in the Work issued by the Architect/Engineer or Owner.

R. “Person” means an individual, sole proprietorship, corporation, limited liability company, partnership, limited partnership, or other entity.

S. “Personal property” means any property that is not real estate.

T. “Preconstruction” or “Preconstruction Phase” means the period after execution of the

Contract but prior to the commencement of construction.

U. The “Project” is the total construction of which the Work performed under the

Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors.

V. The “Project Manual” is a volume assembled for the Work which may include the bidding requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services.

W. “Solicitation Documents” means the documents issued by Owner to solicit construction services, including the Request for Bids, Request for Competitive Sealed Proposals, Request for Qualifications, the Instructions, the Forms, any Drawings, Specifications or other documents or information referred to therein, and all Addenda.

X. “Solicitation Process” means the process by which the Owner advertises for and selects the Contractor for the performance of services and the Work.

Y. “Specifications” means that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the Work, and performance of related services.

Z. “Subcontractors” are those persons or organizations having a contract with the

Contractor or another subcontractor to (i) perform labor, (ii) supply materials or equipment, or (iii) fabricate materials or equipment off-site.

AA. “Submittals” means shop drawings, product data, and samples as defined in Article 3, Section 3.7A and B herein, and any other documents or items required to be submitted by Contractor to Architect/Engineer or Owner under the terms of the Contract Documents or in connection with the Contract.

BB. “Substantial Completion” is that stage of completion, short of final completion, at which the Work, or a discrete portion thereof, is usable by the Owner for the purpose for which it is intended (any necessary Certificate of Occupancy having been obtained), and at which, in order to obtain possession and control of the Work or the particular discrete portion, it is advantageous to the Owner to assume the burden of maintenance and risk of loss thereof.

CC. The “Work” means the construction and services defined in the Agreement and required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services to be provided by the Contractor to fulfill the Contractor’s obligations and labor, materials, equipment and services provided or to be provided by subcontractors, sub-subcontractors, material suppliers, or any other entity for whom the Contractor is responsible under or pursuant to the Contract. The Work may constitute the whole or part of the Project.

Any terms used in the General Conditions which are not expressly defined herein, or in the other Contract Documents, or which do not have a specific meaning inferable from the context in which they are used, shall have the meanings normally ascribed to them in the construction industry, particularly as those terms are used and understood in Austin, Texas or in the location where the Work is performed.

1.2 CORRELATION AND INTENT

A. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by any one Contract Document shall be as binding as if required by all. Omissions from the Drawings or Specifications, or the misdescription of details of Work which are evidently necessary to carry out the intent of the Drawings and Specifications, or which are customarily performed, shall not relieve the Contractor from performing such omitted or misdescribed details of the Work, but they shall be performed as if fully and correctly set forth and described in the Drawings and Specifications. Work not covered in the Contract Documents will not be required unless it is consistent therewith and is reasonably inferable therefrom as being necessary to produce the intended results. In the event Contractor has any questions or concerns regarding the Drawings or Specifications, or the completeness, adequacy or constructability of any of the design documents, or if Contractor believes that there is an error or inconsistency in any of the design documents, Contractor shall notify Owner and Architect/Engineer as soon as possible, and shall request clarification or additional information from Architect/Engineer.

B. In the case of an inconsistency between Drawings and Specifications, or within either document, and not clarified by addendum, or responses to requests for information, the better quality or greater quantity of Work described shall be provided in accordance with the Owner’s interpretation.

C. Organization of the Specifications and arrangement of Drawings shall not control the Contractor in dividing the Work among subcontractors or in establishing the extent of what is to be performed by any trade.

D. Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.

E. The Specifications and the accompanying Drawings are the property of Owner and shall be returned to Owner upon request at the completion of the Work. The Contractor may retain one record set.

F. Time is of the essence in this Contract.

1.3 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER

INSTRUMENTS OF SERVICE

A. The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect/Engineer and the Architect/Engineer’s consultants are Instruments of Service through which the Work to be executed by the Contractor is described. Neither the Contractor nor any subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect/Engineer and the Architect/Engineer’s consultants who shall be deemed the authors of them and will retain the rights provided in the Agreement between Owner and Architect/Engineer. All copies of Instruments of Service, except the Contractor’s record set, shall be suitably accounted for to the Architect/Engineer and Owner, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect/Engineer and the Architect/Engineer’s consultants, and copies thereof furnished to the Contractor, are solely for use with respect to this Project. The Contractor, subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect/Engineer and the Architect/Engineer’s consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect/Engineer and the Architect/Engineer’s consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect/Engineer’s or Architect/Engineer’s consultants’ copyrights or other reserved rights.

B. Contractor shall restrict its Work to the designated areas of the Project site, and any other work areas which Contractor is permitted to use by Contract or lease. Contractor shall not trespass onto the property of any other person or conduct Work in areas prohibited by Owner. Contractor shall not permit vehicles, debris, materials or equipment to be placed or stored on the property of a third party or within public rights of way, unless Contractor has obtained a permit, license or other written permission to do so, or is otherwise complying with applicable law. In using easements or rights of way, Contractor shall conform to all applicable usage requirements established by law or the documents creating the easement or right of way.

2. Article 2. RESPONSIBILITIES OF THE ARCHITECT/ENGINEER

2.1 OWNER/ARCHITECT/ENGINEER RELATIONSHIP

A. All formal communications from the Contractor to Owner in connection with the Contract shall be in writing addressed to the attention of the Owner’s Contracting Officer, with a copy to Owner’s designated project manager (“Owner’s Project Manager”), shall reference the Contract by project name and number, and shall be transmitted in duplicate. Any or all of the Owner’s formal communications to Contractor will be issued by the Owner or through the Architect/Engineer. In the case of a Design/Build Agreement, formal communications from the Contractor to Owner in connection with the Design/Build Agreement shall be in writing addressed to the attention of the Owner and the Owner’s Contracting Officer, with a copy to Owner’s Consultant.

B. The Owner’s Project Manager and Owner’s Consultant do not have the authority to execute Change Orders or agree to changes in the Work which affect the Contract Amount or the Contract Time. These changes must be approved by the appropriate Contracting Officer.

C. The Architect/Engineer shall advise and consult with the Owner as is necessary for the proper administration of the Project.

D. The Contracting Officer may delegate any part of his respective functions hereunder, but the Contractor will be notified in writing of any such delegation and the extent thereof.

2.2 CONTRACT ADMINISTRATION

A. Architect/Engineer will perform all obligations under the Agreement between Owner and Architect/Engineer, including those set forth below. The Architect/Engineer will inspect the Work for general compliance with the Contract Documents. The Architect/Engineer will initiate Change Orders Requests and evaluate the Contractor’s proposed cost and related time. The Architect/Engineer will conduct inspections required (a) to determine the date or dates of Substantial Completion and (2) for the final inspection in accordance with Section 8.4 of these General Conditions of the Contract. The Architect/Engineer will review, upon receipt from the Contractor, the as-built drawings, written warranties, owner’s manuals and related documents required by the Contract. The Architect/Engineer will review requests for payment submitted by Contractor and will make recommendations to Owner on payment. In the case of a Design/Build Agreement, the parties’ responsibilities will be governed by the Construction Contract Administration provisions contained within the Design/Build Agreement.

3. Article 3. RESPONSIBILITIES OF THE CONTRACTOR

3.1 SUPERVISION AND DUTY

A. Contractor will provide all labor, equipment, and materials necessary to perform the Work in accordance with the terms of the Contract Documents and will supervise the performance of such Work and perform the other obligations set out in the Contract Documents within the time periods provided therein. Contractor will perform all Work in a good and workmanlike manner, free from negligence and defects in labor and materials, and in conformance with all applicable federal, state and local laws and the Contract Documents. The Contractor shall give adequate attention to the faithful prosecution and completion of this Contract and shall keep on the Project site at all times, skilled subcontractors and laborers sufficient in number and expertise to perform the Work in accordance with the Contract Documents, and within the Contract Time. Contractor shall be responsible for the performance and services of all subcontractors, suppliers, and persons providing labor or materials for the Work in connection with the Contract, and the acts and omissions of such persons in the performance of the Work shall be deemed to be those of Contractor.

B. The Owner will furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site to the extent provided in the Agreement or otherwise agreed to by Owner and Contractor in writing. Owner shall decide what surveys, soil analyses and other studies by consultants are to be performed in accordance with the Work and the scope of such consulting services and shall provide Contractor with the results of all such surveys, studies and analyses, provided however that Owner does not warrant or guarantee the accuracy or completeness of any information so provided. Contractor shall have the full responsibility for determining the location of all utilities. Contractor shall confirm the location of each utility shall excavate and dispose of each on-site utility and shall cap each off-site utility as required by the Work and as may be included in the Specifications. The Contractor shall make available the results of any site investigation, test borings, analyses, studies or other tests conducted by, or in possession of the Contractor or any of its agents. The Contractor represents that it is generally familiar with the Project site. The Contractor shall exercise special care in executing subsurface work in proximity of known subsurface utilities, improvements and easements. Nothing in this subsection shall be read or construed as limiting the responsibilities of the Contractor or its subcontractors pursuant to the terms of these General Conditions, or under other terms of the Contract.

C. Subject to Section 7.1.C hereof, the Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect/Engineer in the Architect/Engineer’s administration of the

Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor.

D. Except as provided in the Contract Documents to the contrary, direct communications between Owner and Contractor that affect performance or administration of the Contract shall be made or confirmed in writing by Contractor with copies forwarded to Architect/Engineer.

E. The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe or may otherwise be objectionable, the Contractor shall give timely written notice to the Owner and Architect/Engineer and shall not proceed with that portion of the Work without further written instructions from the Architect/Engineer. If the Contractor is then instructed by Owner to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Contractor shall not be responsible to Owner for any resulting loss or damage unless caused by the negligence or intentional misconduct of Contractor or persons performing Work under the Contract.

F. The Contractor shall be responsible to the Owner for acts and omissions of the

Contractor’s employees, subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its subcontractors.

G. The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work.

H. All employees and subcontractors of the Contractor shall be qualified by training and experience to perform their assigned tasks. The Contractor shall not use in the performance of the Work or permit to be used any employee or subcontractor who is incompetent, careless, or unqualified to perform the Work assigned to it. Contractor shall engage sufficient workers on the Project at all times to perform the Work in a good and workmanlike manner and in the time periods required by the Contract

I. The Contractor agrees that in the performance of the Work called for by this Contract, it will employ only such labor, and engage subcontractors that employ only such labor, with the requisite skills, expertise and experience to perform the Work required of such persons in a good and workmanlike manner, and who will not delay or interfere with the lawful progress of the Project within the Contract Time, and will be acceptable to and work in harmony with all other workers employed on the Project site or on any other building, structure or other improvement which the Contractor or any other contractors may then be erecting or altering on behalf of Owner.

J. In the event of a strike or stoppage of work resulting from a dispute involving or affecting the labor employed by the Contractor or any of its subcontractors, Owner, at its option and without demand, may terminate the Contract for convenience unless the Contractor shall remedy the strike or work stoppage or other disruption within twenty

(20) calendar days after the dispute arises.

K. Contractor shall furnish Owner, on request, resumes of Contractor’s key personnel involved in the day-to-day Work on the Project.

L. Contractor will not permit at any time alcohol, controlled substances or firearms to be present at the Project site. No smoking will be permitted in any area of the Project which is enclosed or in the finish-out stage of construction.

M. Lot lines and permanent benchmarks have been established as shown on the Drawings.

The Contractor shall be solely responsible for properly laying out the Work and the Project unless there are errors not reasonably discoverable by Contractor, and for all lines, elevations and measurements for all of the Work executed under the Contract Documents. Contractor shall verify the figures shown on the Drawings before laying out the Work and will be held responsible for all costs resulting from its failure to do so.

N. The Contractor has the responsibility to ensure that all material suppliers and subcontractors, their agents, and employees adhere to the Contract Documents, and that they order materials on time, taking into account the current market and delivery conditions and times and that they provide materials on time. The Contractor shall coordinate its Work with that of all other persons or entities performing Work on the Project including deliveries, storage, installations and construction utilities. The Contractor shall be responsible for the space requirements, locations, and routing of all materials and equipment required under the Contract Documents. In areas and locations where the proper and most effective space requirements, locations, and routing cannot be made as indicated, the Contractor shall meet with all others involved, before installation, to plan the most effective and efficient method of overall installation.

O. The Contractor shall employ at the Project site at all times during the progress of the

Work a competent, English-speaking project manager (“Contractor’s Project Manager”), a competent, English-speaking superintendent (“Superintendent”) and any necessary English-speaking assistants to supervise and direct the Work. The list of all supervisory personnel, including the Contractor’s Project Manager and Superintendent, that the Contractor intends to use on the Project and a chain-of-command organizational chart shall be submitted to the Owner and Architect/Engineer for approval. The Contractor shall not engage supervisory personnel or utilize an organizational structure and chain-of-command other than as approved by Owner and Architect/Engineer, and shall not change such form or organizational structure without the written approval of the Owner and Architect/Engineer. The Contractor’s Project Manager or Superintendent shall represent the Contractor in Contractor’s absence and all communications given to the Contractor’s Project Manager or Superintendent shall be as binding as if given to the Contractor. The Contractor shall not remove an approved Superintendent from the Work without written, timely notice to Owner of such Superintendent’s removal and the proposed replacement having been approved by the Architect/Engineer and Owner. Owner and Architect/Engineer shall have the right to reasonably require Contractor to remove from the Project any Superintendent or on-site supervisor whose performance is not reasonably satisfactory to Owner and Architect/Engineer and replace such Superintendent or on-site supervisor with a Superintendent or on-site supervisor satisfactory to Owner and Architect/Engineer.

P. The Contractor shall provide the Owner and Architect/Engineer access to the Work in preparation and progress wherever located at all times.

Q. The Contractor will invite Owner’s HUB Coordinator assigned to the Project to the regularly scheduled Project meetings between the Owner, Architect and Contractor, and will include the HUB Coordinator on the distribution list for meeting minutes.

R. The Contractor agrees to use commercially reasonable efforts for 15% of the project’s workforce to be students or graduates of an apprenticeship or training program. The 15% goal is defined as 15% of all cumulative work hours on bond projects are performed by individuals meeting one of the following criteria:

1. Students or graduates of Austin Community College (ACC),

2. Individuals part of an apprenticeship program registered with the U.S.

Department of Labor, or

3. Participants in a bilingual craft training program approved by the U.S.

Department of Labor that provides hands-on training at nominal cost.

The Contractor shall make commercially reasonable efforts to identify qualified individuals meeting the specified criteria and provide opportunities for individuals falling within the 15% hiring goal. The Contractor shall maintain records of the total work hours performed by individuals meeting the hiring goal criteria and shall provide updates to the Owner, upon request regarding progress towards achieving the 15% hiring goal. Failure to meet the agreed-upon 15% goal will not result in penalties or termination of the contract,

3.2 CONDITIONS AFFECTING THE WORK

A. In agreeing to perform the Work within the Contract Time and for the Contract Amount as set forth in the Contract, including any Contract Time and Guaranteed Maximum Price established by amendment to a Construction Manager-at-Risk or Design/Build Contract, Contractor acknowledges, represents and warrants to Owner that it has thoroughly reviewed all of the Contract Documents, and has visited and examined the site as to visible surface conditions or conditions ascertainable from the results of any subsurface tests or information provided in connection with the Project, the Contract Documents, and reasonably examined all legal, physical, and other conditions affecting the Work, including without limitation, all soil, subsurface, water, survey and engineering reports and studies delivered to or obtained by the Contractor in connection therewith. Contractor specifically warrants and represents to the Owner that it has by such careful examination of such information and based thereon, satisfied itself as to: (1) the nature, location, and character of the Project and the Project site;

(2) the nature, location, and character of the general area in which the Project is located; (3) the conditions prevailing at the Project site, including climactic and weather conditions that are normal for the area, and those that are currently prevailing at the Project site; (4) anticipated labor supply and costs; (5) sufficiency and completeness of the Contract Documents, including the Drawings and Specifications, and the (6) availability and costs of labor, materials, supplies, professional services and equipment, in order to complete the Work in accordance with the Contract Documents, within the Contract Time and for not more than the Contract Amount.

Contractor represents that all subcontractors engaged or to be engaged in the performance of the Work will be familiar with the requirements for performance by them of their obligations. The Owner shall not be obligated to make any adjustment in the Contract Time, Contract Amount and/or Guaranteed Maximum Price (if any) set out in the Contract, due to any failure by the Contractor to perform any of the foregoing examinations or determinations, or any misestimate or miscalculation of Contractor, or any subcontractor or supplier in connection therewith.

B. Since the Contract Documents are complementary, before starting each portion of the

Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to the Contract, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the Project site affecting it. The Contractor shall notify the Architect/Engineer of materials, systems, procedures or methods of construction, either shown on the Drawings or Specifications, that it believes are incorrect, inadequate, obsolete, unsuitable for the purpose intended, or which could have an adverse effect upon installation or completion by others under separate contracts.

These services shall be performed during the Preconstruction Phase to the greatest extent possible, but in any event before the commencement of Work affected by such matters. Any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Architect/Engineer and Owner as a request for information in the form as the Architect/Engineer and Owner may require. Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect/Engineer and Owner, but it is recognized that the Contractor’s review is made in the Contractor’s capacity as a Contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the Contractor shall be reported promptly to the Architect/Engineer and Owner. All notifications required by this Section 3.2 shall be given no later than five (5) days after Contractor first becomes aware of the problem. If the Contractor fails to perform its obligations under this Section, or performs Work that it reasonably should have known to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect/Engineer and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. In addition, if the Contractor fails to perform the obligations as provided in Subsections B and C, Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations.

C. If the Contractor believes that additional cost or time is involved in the Work because of matters noted during the Construction Phase which could not reasonably have been detected by the Contractor during the Preconstruction Phase, or because of clarifications or instructions issued by the Architect/Engineer as a result thereof, the Contractor shall promptly notify Architect/Engineer and Owner in writing as soon as possible after Contractor becomes aware of the need for additional time or cost, but in no event later than five (5) days thereafter, and shall subsequently make a request for Change Order as provided in this Contract in order to be entitled to additional compensation or an extension of the Contract Time. Contractor shall not be entitled to any additional time or compensation for matters that it should have reasonably noted during the Preconstruction Phase, particularly where Contractor has performed Preconstruction Services for Owner as a Construction Manager-at-Risk or Design/Build Contractor. If Contractor’s claim for additional time or additional cost is approved by Owner, the Contract Time and/or Contract Amount shall be equitably adjusted by Change Order.

D. Any provision in the Contract Documents to the contrary notwithstanding, nothing in

Sections 3.2 B and C shall reduce, diminish, limit or relieve Contractor from its obligations, representations and warranties contained in Section 3.2.A, and the Agreement.

3.3 DIFFERING SITE CONDITIONS

A. The Contractor shall promptly, and before such conditions are disturbed, notify the Owner in writing of:

1. Subsurface or latent physical conditions at the Work site differing materially from those indicated in the Contract Documents, or

2. Unknown physical conditions at the Work site, of an unusual nature, differing materially from those which could reasonably be anticipated to be encountered at the Project site or generally recognized as inherent in work of the character provided for in the Contract Documents.

Notice must be given to Owner as soon as possible, but in no event later than 5 days after Contractor first becomes aware of the condition.

B. The Owner and/or the Architect/Engineer shall promptly investigate the conditions, and if the Owner finds that such conditions do materially so differ and cause an increase or decrease in the Contractor’s cost of, or the time required for, performance of any part of the Work under the Contract, an equitable adjustment shall be made and the Contract shall be modified by Change Order accordingly.

C. No claim of the Contractor under this Section 3.3 shall be allowed unless the

Contractor shall have given the notice required in Section 3.3.A above.

3.4 PERMITS, FEES, AND RESPONSIBILITIES

A. The Contractor shall, at Contractor’s expense as part of the cost of the Work, be responsible for obtaining all necessary licenses, fees, and permits, and for complying with any applicable Federal, State and municipal laws, codes and regulations, in connection with the prosecution of the Work. Contractor shall take proper safety and health precautions to protect the workers, the public, the Work and the property of others. Contractor shall be responsible for all materials delivered and work performed until final completion and acceptance of the entire Work.

B. The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to the performance of the Work.

3.5 PATENTS, COPYRIGHTS, AND LICENSES

A. The Contractor shall be responsible for obtaining all consents and licenses required to perform the Work, and to pay all royalties and license fees arising in connection with the Work performed under the Contract Documents.

B. The Contractor will defend suits or claims for infringement of intellectual property rights, patent rights, or breach of license agreements, and indemnify Owner, the Architect/Engineer and their respective officers, members of their governing body, agents and employees against all liability, loss and expense (including attorneys’ fees) for such alleged infringement or breach to the extent arising out of the performance of the Contract, or out of the use or disposal by or for the account of Owner of supplies furnished, or construction Work performed under the Construction Documents. These obligations are in addition to any other indemnification obligations provided by the Contract Documents and shall survive termination of the Contract or completion of

Contractor’s obligations under the Contract as to events occurring prior to such termination or completion.

3.6 CONSTRUCTION SCHEDULE

A. The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect/Engineer’s review and approval a Contractor’s Construction Schedule for the Work (“Construction Schedule”) meeting the requirements set forth in this Section. In no event shall the Construction Schedule be submitted later than the time the Contractor submits its first Application for Payment.

B. The Construction Schedule shall show the dates for starting and completing the various component activities making up the Work, and the logical relationships between them, and shall be in a format and in sufficient detail to permit the Work to be competently managed and its progress monitored. The level of detail shall be appropriate to the complexity of the Project and as directed by Owner, and both the level of detail and the terminology used to describe the components must align with the Contractor’s Schedule of Values. The Construction Schedule shall take account of the time required for the preparation and review of required Shop Drawings and other submittals and the time periods provided in the Contract Documents for review and approval of submissions by Architect Engineer and/or Owner. The Contractor shall utilize scheduling program software pre-approved or as otherwise specified by Owner in its reasonable discretion, which shall employ the Critical Path Method (“CPM”) of scheduling to develop the network logic diagrams, computer-produced schedules, and other schedule supporting data as required. The Contractor shall use the CPM schedule to plan, coordinate and manage all construction activities of the subcontractors.

C. The Construction Schedule shall be related to the entire Project, including the time period necessary for equipment, furnishings and other materials or work to be provided by Owner through its employees or through separate contracts to be performed, and shall provide for Substantial Completion of all of the Work within the Contract Time.

D. In performing the Work, the Contractor shall comply with the most recent approved

Construction Schedule. Contractor shall submit updated schedules monthly thereafter for the review and approval of the Architect/Engineer and Owner with each Application for Payment, or more frequently if the schedule is impacted by events occurring in connection with the Work. Such submittal is a condition to Owner’s obligation to make progress or other payments to Contractor under the Contract. The effect of all Change Orders and the onset of any adverse weather conditions or other events which impact the Construction Schedule or which are cited by Contractor as the basis for a request for a time extension shall be duly noted on the updated Construction Schedule and their effect on the Construction Schedule and the critical path shown. Failure to comply with this requirement may result in a denial of the Contractor’s request or claim for an extension of time due to such delays. Contractor shall promptly notify Architect/Engineer and Owner as soon as it becomes aware that the Work is lagging behind the time frame shown on the latest approved Construction Schedule, regardless of the cause for such delay, and will notify them of the action that Contractor recommends or will take in order to bring the Project back on schedule, including, but not limited to, acceleration of the Work in accordance with the provisions of the Contract Documents.

E. Submittal of the Construction Schedule, and successive updates or revisions, is for the information of the Owner and Architect/Engineer, to allow them to monitor progress and to permit the coordination of their activities with those of the Contractor. Owner and Architect/Engineer shall accept or reject the submittal of a schedule within the same period allowed for review of other submittals, or if no time period is expressly provided, within a reasonable time after receipt. Acceptance of a Construction Schedule, schedule update or revision indicating a completion prior to the end of the Contract Time does not give rise to an acceleration or delay claim by the Contractor for any time outside of the schedule but included in the Contract Time. Similarly, the Owner’s acceptance of a Construction Schedule, update or revision, that depicts an event which Contractor asserts as the basis for a delay claim, or a request for a time extension or cost increase, does not constitute an agreement by Owner to such request or claim, and does not relieve the Contractor from pursuing the procedure for requesting a Change Order, time extension or claim for delay set forth in the Contract Documents. Acceptance of a Construction Schedule, update or revision does not indicate the approval by the Owner or Architect/Engineer of the Contractor’s proposed sequences and duration. Acceptance of a Construction Schedule update or revision indicating late completion does not constitute the Owner’s consent to a late finish, or waive either the Contractor’s responsibility for timely completion or the Owner’s rights and remedies for the Contractor’s failure to do so.

F. The Contractor shall prepare and keep current, for the Architect/Engineer’s approval, a separate schedule of submittals which is coordinated with the Contractor’s Construction Schedule and allows the Architect/Engineer and/or Owner reasonable time to review submittals. It is understood and agreed that in establishing a reasonable time period for review of any submittals or requests, Owner shall be allowed a sufficient time period to submit any matter requiring Board approval to the AISD Board of Trustees at a regularly scheduled Board meeting.

3.7 SUBMITTALS

A. “Shop Drawings” means drawings, diagrams, schedules, and other data, which are prepared for the Work by the Contractor or any subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. “Product Data” means illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work.

B. “Samples” means physical examples furnished by the Contractor to illustrate materials, equipment or workmanship, and to assist in the establishment of standards by which the Work will be judged.

C. The Contractor shall review and designate (stamp) its approval and submit, with reasonable promptness and in orderly sequence, all Shop Drawings, Product Data and Samples required by the Contract Documents, or subsequently by the Owner and/or Architect/Engineer as covered by a Change Order or Construction Change Directive.

D. Shop Drawings, Product Data and Samples shall be properly identified, as specified, or as the Architect/Engineer may require. At the time of submission, the Contractor shall inform the Architect/Engineer in writing of any deviation in the Shop Drawings, Product Data or Samples from the requirements of the Work and of the Contract

E. By approving and submitting Shop Drawings, Product Data and Samples, the

Contractor thereby represents that Contractor has determined and verified all field measurements, field construction criteria, materials, catalog numbers and similar data, or will do so, and that Contractor has checked and coordinated each Shop Drawing, Product Data and Sample with the requirements of the Work and of the Contract

F. The Contractor shall submit to the Architect/Engineer, with such promptness as to cause no delay in the Work or in the activities of the Owner or of separate contractors, the number of Contractor-approved copies of Shop Drawings, Product Data and Samples required for the Owner’s, Architect/Engineer’s and Contractor’s use. The review by the Architect/Engineer of the Shop Drawings, Product Data or Samples shall not relieve the Contractor of responsibility for any deviation from the requirements of the Contract Documents unless the Contractor has informed the Architect/Engineer in writing of such deviation at the time of submission and the Architect/Engineer has given written approval to the specific deviation, nor shall the review of the Architect/Engineer relieve the Contractor from responsibility for errors or omissions in the Shop Drawings, Product Data or Samples.

G. The Contractor shall make any corrections required by the Architect/Engineer and shall resubmit the required number of corrected copies of the Shop Drawings, Product Data or new Samples of materials until approved.