Construction General Conditions

SECTION 1.6

Table of Contents Article No.

Acceptance of Delivery 5

Access to Materials and Equipment in Production 7

Addenda 1

Amount and Timing of Progress Payments 6

Application for Payment 1 & 6

Applications for Progress Payments 6

Bid 1

Bonds 1 & 4

Bonds and Insurance 4

Certification of Substantial Completion 6

Change of Contract Price 9 & 10

Change of Contract Time 9 & 11

Change Order 1, 9, 10, 11, & 12

Changes in the Scope of Work 9

Commencement of Contract Time 2

Computation of Time 16

Construction Agreements 1

Construction Documents 1

Continuing Performance 7

Contract Price 1

Contract Time 1

CONTRACTOR 1

CONTRACTOR'S Responsibilities 7

Correction Period 12

Costs of Remedying Defects 12

Day 1

Defective 1

Definitions 1

Delivery of Bonds 2

Delivery Period 5

Drawings 1

Effective Date of the Construction Agreement 1

Equivalent Goods 7

Final Application for Payment 6

Final Inspection 6

Final Payment 6

Table of Contents Article No.

General 16

Giving Notice 16

Goods 1

Intent of Construction Documents 3

Liquidated Damages 3

Material, Equipment and Workmanship 7

Miscellaneous 16

Modification 1, 9, 10, 11 & 12

Notice of Award 1

Notice to Proceed 1

OWNER 1

OWNER'S Responsibilities 8

Patent Fees and Royalties 7

Performance and Other Bonds 4

Point of Delivery 1 & 5

Property Insurance 4

Rejecting Defective Work 13

Remedying Defective Work 12

Review of Applications for Progress Payments 6

Schedules 2

Schedules of Progress 2

Settlement of Disputes 14

Shipment and Delivery of Construction Items 5

Shop Drawings 1

Shop Drawing Submissions 2

Shop Drawings and Samples 7

Specifications 1

Substantial Completion 1

Supervision and Coordination 7

Surety 4

Suspension, Cancellation and Termination 13

Taxes 7

Tests and Inspections 12

Waiver of Claims 6

Warranty and Guarantee; Tests and Inspections, 12

Correction, Removal or Acceptance

Article 1. DEFINITIONS

Wherever used in these Construction General Conditions or in the other Construction

Documents, the following terms have the meaning indicated which are applicable to both the singular and plural thereof.

Addenda - Written or graphic instruments issued prior to the opening of Bids which clarify, correct or change the Construction Documents.

Application for Payment - The form accepted by OWNER which is to be used by

CONTRACTOR in requesting progress or final payments and which is to include such supporting documentation as is required by the Construction Documents.

Bid - The offer or proposal of the Bidder submitted on the prescribed form setting forth the price(s) for performing the construction work.

Bonds - Bid, Performance, Labor and Material, and Maintenance Bonds and other instruments of security.

Change Order - A written order to CONTRACTOR signed by OWNER authorizing a modification by an addition, deletion or revision in the construction work, or an adjustment in the Contract Price or the Contract Time issued after the effective date of the Construction

Agreement.

Construction Agreement - The written agreement between OWNER and CONTRACTOR covering the construction work to be performed. Other Construction Documents are attached to the Agreement and made a part thereof as provided therein.

Construction Documents - The Construction Agreement, Addenda (which pertain to the

Construction Documents), Instructions to Bidders, Bid Form (including documentation accompanying the Bid and any post-Bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the Construction Agreement, the Bonds, these Construction

General Conditions, the Prevailing Wage Rates, the Specifications, Exhibits (if any), and the

Drawings (if any), as the same or more specifically identified in Construction Agreement, together with all Modifications issued after execution of the Agreement.

Contract Price - The moneys payable by OWNER to CONTRACTOR under the Construction

Documents as stated in the Agreement.

Contract Time - The total number of days or the dates stated in the Construction Agreement for performing the construction work.

Contractor - The person, firm or corporation with whom OWNER has entered into the

Construction Agreement.

Day - A calendar day of twenty-four hours measured from midnight to the next midnight.

Defective - An adjective which when modifying the words construction work refers to construction work which is unsatisfactory, faulty or deficient, or does not conform to the

Construction Documents or does not meet the requirements of any inspection, reference standard, test or approval referred to in the Construction Documents.

Drawings - The drawings which show the character and scope of the construction work to be performed and which have been prepared or approved by OWNER and are included in the

Construction Documents.

Effective Date of the Construction Agreement - The date indicated in the Construction

Agreement on which it becomes effective, or if no such date is indicated, the date on which the

Construction Agreement is signed and delivered by the last of the two parties to sign and deliver.

Also, known as Execution Date of Contract.

Goods - All tangible personal property required to be furnished under the Construction

Documents.

Modification - (a) A written amendment of the Construction Documents signed by both parties, or (b) a Change Order. A modification may only be issued after the effective date of the

Construction Agreement.

Notice of Award - The written notice by OWNER to the apparent successful Bidder stating that upon compliance by the apparent successful Bidder with the conditions precedent enumerated therein, within the time specified, OWNER will sign and deliver the Construction Agreement.

Notice to Proceed - The written notice by OWNER to the CONTRACTOR stating the date on which the CONTRACTOR shall start the Contract Work. Contract Time shall commence on this date.

Owner - The public body or authority, corporation, association, partnership or individual with whom CONTRACTOR has entered into the Construction Agreement. For this contract, Owner shall mean the Delaware County Solid Waste Authority also abbreviated as "DCSWA".

Point of Delivery - The place designated in the Construction Agreement where the construction work is to be performed.

Shop Drawings - All drawings, diagrams, illustrations, schedules and other data which are specifically prepared by or for CONTRACTOR to illustrate some portion of construction work to be performed.

Specifications - Those portions of the Construction Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the construction work, and certain administrative details applicable thereto.

Successful Bidder - Means the lowest, qualified, responsible Bidder to whom OWNER (on basis of OWNER'S evaluation as provided in Article 15 of Instructions to Bidders) makes an award.

Article 2. PRELIMINARY MATTERS

Delivery of Bonds

2.1 When CONTRACTOR delivers the executed Construction Agreement to

OWNER, CONTRACTOR shall also deliver to OWNER such Bonds as

CONTRACTOR may be required to furnish in accordance with paragraph 4.1.

Cost Breakdown for Lump Sum Bid Items

2.2 Within ten (10) days of the receipt of Notice of the Award of the Contract, the

CONTRACTOR shall submit a written breakdown of costs and quantities of materials and other items comprising any lump sum Bid items. The cost breakdown shall be a schedule of the costs of the various portions of lump sum

Bid items, including material quantities and costs for labor, equipment, overhead and profit totaling the aggregate cost of the Bid item. The cost breakdown shall be submitted prior to the start of work in such a form as the OWNER and

CONTRACTOR may agree upon and supported by such data to substantiate its correctness as the OWNER may require.

Commencement of Contract Time

2.3 The Contract Time is as stated in the Bid Form. The Contract Time will commence to run as stated in the Bid Form.

Schedules

2.4 CONTRACTOR shall, within ten (10) days after the Effective Date of the

Construction Agreement, submit to OWNER preliminary Schedules of Progress, Shop Drawing Submissions, sample and test submissions and deliveries as required by the Construction Documents. No schedule, which is required to be and has been accepted by OWNER will be changed by CONTRACTOR without approval by OWNER.

Article 3. INTENT OF CONSTRUCTION DOCUMENTS

3.1 The Construction Documents comprise the entire agreement between OWNER and CONTRACTOR concerning the construction work to be performed. The

Construction Documents may be altered only by a Modification.

3.2 All materials, equipment and services that may reasonably be inferred from the

Construction Documents as being required to produce the intended result will be supplied whether or not specifically called for. When words, which have a well-known technical or trade meaning are used to describe materials, equipment or services, such words will be interpreted in accordance with such meaning.

Reference to standard specifications, manuals or codes of any technical society, organization or association, or to the code of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual or code in effect at the time of opening Bids (or, on the

Effective Date of the Construction Agreement if there were no Bids), except as may be otherwise specifically stated. However, no provisions of any referenced standard specification, manual or code (whether or not specifically incorporated by reference in the Construction Documents) shall change the duties and responsibilities of OWNER or CONTRACTOR, or any of their agents, consultants or employees from those set forth in the Construction Documents.

Clarifications and interpretations of the Construction Documents shall be issued by OWNER as provided in paragraph 8.7 of these Construction General

Conditions.

3.3 The Contract Documents are complementary. What is called for by any one of them shall be as binding as if called for by all. The intention of the Contract

Documents is to include in the Contract Price, the cost of all labor and materials, bonds, insurance and all other service expenses necessary for and incidental to the proper execution and completion of the work, unless distinctly specified otherwise. Any such discrepancies shall be interpreted, explained and decided by the OWNER, who shall have the right to correct any errors or omissions in them as are necessary for the proper fulfillment of their intentions.

3.4 Liquidated Damages

For each working day that any work shall remain uncompleted after the time specified for the completion of the work provided for in the Construction Contract

Documents, the sum per day, given in the following schedule, unless otherwise specified in the Bid Form, shall be deducted by the OWNER from monies due the

CONTRACTOR, not as a penalty, but as liquidated damages. Provided, however, that allowance may be made by the OWNER, at its discretion, over the period hereinbefore specified for the completion of the said work, for causes over which said CONTRACTOR has no control as described in the Procurement Contract

General Conditions, paragraph 11.2 and which have delayed the completion of the said work and in such case the CONTRACTOR shall become liable for said liquidated damages for delays commencing from the date on which said extended period shall expire. CONTRACTOR and OWNER acknowledge that establishing

Liquidated Damages can prove to be a costly and litigious effort. Therefore, the

CONTRACTOR agrees that, as time is of the essence, the below schedule of liquidated damages are expressly acknowledged and agreed to.

Amount of Contract

Amount of Liquidated

From To and including Damages Per Day

$ 10,000.00 $ 50,000.00 $ 50.00

$ 50,000.00 $100,000.00 $100.00

$100,000.00 $200,000.00 $200.00

$200,000.00 $400,000.00 $600.00

$400,000.00 OR MORE $800.00

Article 4. BONDS AND INSURANCE

Performance and Other Bonds

4.1 When delivering the executed Construction Agreement to the OWNER, the

CONTRACTOR shall furnish a Performance Bond or an Irrevocable Letter of

Credit, and a Labor and Material Bond; each in an amount equal to the Contract

Price, up to a maximum amount of One Million Dollars ($1,000,000) as security for the faithful performance of all CONTRACTOR'S obligations under the

Construction Documents; the CONTRACTOR shall also furnish a Maintenance

Bond in the amount of ten percent (10%) of the Contract Price conditioned that the Principal shall remedy, without cost to the OWNER, any defect which may develop as determined by the OWNER during the period of one (1) year after the earlier of the date on which OWNER has placed the work in continuous service or the date of final payment, or for such longer period of time as may be prescribed by law or by the terms of any applicable special guarantee required by the

Construction Documents or by any specific provisions of the Construction

Documents. The CONTRACTOR shall be responsible for adjusting the amount of each bond if necessary as provided in paragraph 9.7.

Surety bonds are subject to the approval of the DCSWA. No Surety Bonds will be approved unless the bonding company shall have a rating of at least "B+" in

Best's Key Rating Guide and shall be approved by the United States Department of the Treasury as a surety company acceptable on Federal Bonds.

The Bonds shall be duly executed by the successful Bidder as principal, and by the Signers of the Agreement of Prepared Surety, or Sureties. If the DCSWA determines that the Sureties are not acceptable, the Bidder shall replace the Bond with Bonds offered by Sureties which are acceptable to the DCSWA within ten

(10) days of notification by the DCSWA.

All Bonds signed by an agent must be accompanied by a certified copy of the

Authority to act.

4.2 If the surety on any Bond furnished by CONTRACTOR is declared a bankrupt or becomes insolvent, or its right to do business is terminated in the state of the

Construction Work or the surety ceases to meet the requirements of paragraph 4.1, CONTRACTOR shall within five (5) days thereafter substitute another Bond and surety, both of which must be acceptable to OWNER.

Insurance

4.3 Unless otherwise provided in the Construction Documents, CONTRACTOR shall assume all risk of loss or damage to the construction materials, equipment, supplies and tools at the construction site; and shall purchase and maintain insurance on these items while at the site and in transit to the site to insure against the perils of fire and extended coverage including "all risk" insurance for physical loss and damage including theft, vandalism and malicious mischief, collapse, water damage and such other perils as may be provided in the Construction

Documents and as CONTRACTOR deems appropriate.

4.4 The CONTRACTOR shall take out and maintain during the life of this contract insurance as shall protect the OWNER, the CONTRACTOR, and any approved sub-contractor performing work covered by this Contract from claims or damages for personal injury, bodily injury, and including accidental death as well as any claims for property damages which may arise from operations under this Contract, including operation of any vehicles.

4.5 The minimum limits for such insurance shall be:

4.5.1 General Liability - General Aggregate $2,000,000

- Prod-Comp/Op Agg. $2,000,000

- Pers. & Adv. Injury $1,000,000

- Each Occurrence $1,000,000

- Fire Damage $ 300,000

(Any one fire)

- Med. Expense $ 10,000

(Any one person)

4.5.2 Automobile Liability; any auto, hired or non-owned autos

- Comb. single limit $1,000,000

4.5.3 Catastrophe Umbrella Liability

- Each Occurrence $5,000,000

- Aggregate $5,000,000

4.5.4 Workers' Compensation and Employers' Liability

- Each Accident $ 100,000

- Disease Pol. Limit $ 500,000

- Disease Each Emp. $ 100,000

Worker's Compensation

4.6 The CONTRACTOR must accept, insofar as the contract herein provided for is concerned, the provisions of the Pennsylvania Worker's Compensation Act of

1915, and any supplements or amendments thereto and that he has insured his liability thereunder in accordance with the terms of the said Act. Worker's

Compensation Insurance required by Pennsylvania law covering all employees of the general contractors and all sub-contractors must be provided by the

CONTRACTOR. Alternatively, a current certificate of Exempt status from the

Pennsylvania Department of Labor and Industry is acceptable if the

CONTRACTOR is an Exempt Self-Insurer in the State of Pennsylvania.

Additional Insured:

4.7 The Delaware County Solid Waste Authority shall be named as additional insured on all policies insofar as the specific contract is concerned. In addition, the

CONTRACTOR shall furnish DCSWA with a certificate of insurance showing the type, amount, class of operations covered, effective dates and dates of expiration. All policies shall also contain a ten (10) day notice of cancellation clause.

Self-insurance or limited self-insurance:

4.8 If the CONTRACTOR maintains a self-insurance program or a limited self-insurance program for any or all of the exposures listed above, a complete description of the program with information on excess carriers and funding arrangements shall be provided. In the event that the worker's compensation is self-insured, a copy of the current exemption certificate shall be provided.

Article 5. SHIPMENT AND DELIVERY OF CONSTRUCTION ITEMS

5.1 Construction materials, equipment, supplies and tools shall be delivered by the

CONTRACTOR at the place(s) on DCSWA property designated by the OWNER.

CONTRACTOR shall select the means and methods of transportation. Vehicles used must be capable of depositing their load of material at locations on site designated by OWNER. By executing the Agreement with the OWNER, the

CONTRACTOR confirms that he has inspected the unloading area(s) at the landfill and will be able to meet the requirements stated in the Contract

Documents. All transportation charges including but not limited to switching, trucking, lighterage and special handling will be paid by CONTRACTOR.

5.2 The CONTRACTOR is responsible for any fines issued by a regulatory agency or other consequential damages which result from not meeting all the requirements of the Construction Contract Documents.

5.3 OWNER shall inspect the materials to be incorporated in the Construction Work upon delivery for the sole purpose of identifying the items and general verification of quantities in order to provide a basis for a progress payment. Such inspection will not be construed as final or as acceptance of any work not in conformance with the Construction Documents. The CONTRACTOR is responsible for the storage, protection and security of the items as described in paragraph 4.3. If, when delivered, there are apparent defects in the items (through damage or otherwise), OWNER will give prompt written notice thereof to

CONTRACTOR. CONTRACTOR shall without cost to OWNER correct the defect or replace the items with non-defective items. If CONTRACTOR does not do so promptly and to the satisfaction of OWNER, OWNER may accept delivery of the defective items and remedy the defect as appropriate with an appropriate reduction in the Contract Price as provided in paragraph 12.7 instead of requiring removal or replacement. OWNER may refuse to accept delivery of any items that are apparently defective. If there are no apparent defects, OWNER shall accept delivery subject to the terms described above in this paragraph.

5.4 Notice of OWNER'S acceptance of delivery will be provided to CONTRACTOR by a receipted copy of the shipping documents or as otherwise provided.

Article 6. APPLICATION FOR PAYMENT

6.1 Immediately following the receipt of executed copy of Contract, the

CONTRACTOR shall submit, on forms approved by the OWNER, a detailed breakdown of all items of work entering into the Contract. The detailed breakdown when approved by the OWNER shall be used as a basis by the

CONTRACTOR in preparing monthly estimates and applications for payment and shall, as accurately as possible, reflect the true division of cost of the respective items entering into the Contract.

6.2 CONTRACTOR shall submit to OWNER for review Applications for Payment

(Invoice) completed by CONTRACTOR and accompanied by such supporting documentation as is required by the Construction Documents. Each Application for Payment (Invoice) will be based on the approved detailed breakdown.

Materials and equipment to be incorporated into the Construction Work may be included in the Application after delivery of such items has been accepted by

OWNER in accordance with paragraph 5.3 of the Construction General

Conditions and will be accompanied by a bill of sale or other documentation satisfactory to OWNER warranting that the items have been received at the work site free and clear of all liens, charges, security interests and encumbrances.

6.3 As long as the work herein contracted for is prosecuted in accordance with the provisions of this Contract and with such progress as may insure completion by the date set forth in the Contract and to the satisfaction of the OWNER, then the

OWNER will make payment to the CONTRACTOR for the value of the work completed at monthly intervals.

6.4 Monthly estimates shall be prepared by the CONTRACTOR on forms approved by the OWNER and will indicate the quantity and value of the work done and materials and equipment incorporated by the CONTRACTOR to the end of the monthly estimate period; then the monthly estimate will be forwarded to the

OWNER for approval. Materials and equipment in reasonable quantities which are delivered and accepted for incorporation in the work but not yet so used, may be included on monthly estimates for payment.

6.5 Payment for materials and equipment to be incorporated in the Construction Work stored at the site shall be based on 50% of actual cost for same as shown by the receipted invoices and shall not exceed the cost of the items as indicated on the approved "Breakdown Sheet" for the particular items involved. Monthly payments to the CONTRACTOR will be made on the basis of submission prepared by the CONTRACTOR as explained above. The form will require breakdown of total work completed to date of submission. From this total will be deducted ten percent (10%). From the resultant amount will be deducted all previous payments. The remainder, as approved, will constitute current amount due. The CONTRACTOR is required to give a performance bond and labor and material payment bond in order to insure the proper performance of the

CONTRACTOR, and the OWNER shall withhold from the CONTRACTOR sums not to exceed 10% of the amount due the CONTRACTOR until 50% of the

Contract is completed. The sum or sums withheld by the OWNER from the

CONTRACTOR after the Contract is 50% completed shall not exceed 5% of the amount due the CONTRACTOR on the remaining work. All sums withheld as retainage will be released to the CONTRACTOR as provided in paragraphs 6.9, 6.10, and 6.11. No estimates given or payments made shall be conclusive of the performance of the Contract either wholly or in part and no estimates or certificates of final payment shall be construed to be an acceptance of inferior or defective work, materials and equipment.

Review of Applications for Payments

6.6 OWNER will, within ten (10) days after receipt of each Application for Payment, either indicate in writing an approval of payment, or return the Application to

CONTRACTOR indicating in writing OWNER'S reasons for refusing to approve payment. In the latter case, CONTRACTOR may make the necessary corrections and resubmit the Application.

6.6.1 OWNER may refuse to approve all or any part of an application for payment if on the basis of subsequently discovered evidence or subsequent inspections or tests OWNER considers such refusal necessary to protect themselves from loss because the Contract Price has been reduced due to

Modifications, or materials or equipment are found defective.

Timing of Payments

6.7 OWNER will pay CONTRACTOR the approved amount within forty-five (45) days of receipt of each Application for Payment.

Payment to Sub-Contractors

6.8 In the absence of good and sufficient reasons, within twenty (20) days of the receipt of payment by the CONTRACTOR, the CONTRACTOR shall pay all

Sub-Contractors with whom he has contracted their earned share of the payment the CONTRACTOR received.

Final Inspection and Final Payment

6.9 When the CONTRACTOR submits a request to the OWNER for final inspection and an application for final payment, the OWNER shall make a final inspection of the entire work within thirty (30) days of receipt of the request and, if satisfied that the CONTRACTOR has completed the items of work included in the

Contract, the OWNER shall approve a Final Certificate for Payment showing the entire amount of each class of work performed and the value thereof with such deductions as may be due the OWNER under the Contract or of such additions as may be due the CONTRACTOR. The total payments due the CONTRACTOR cannot, however, exceed the sum authorized by the OWNER under the terms of the Contract. If the OWNER determines during the final inspection that there are uncompleted or defective minor items of work, the OWNER will identify each and every such item in writing and the CONTRACTOR shall immediately take such measures as are necessary to remedy the items. The Final Payment

Certificate shall withhold one and one-half (1 1/2) times such reasonable amounts as are required to complete or correct such items as determined by the OWNER.

No payment shall be made to the CONTRACTOR for any uncompleted or defective work until such items have been corrected by the CONTRACTOR to the satisfaction of the OWNER. The CONTRACTOR must also comply with all requirements of the Contract Closeout Section of the Specifications before Final

Payment will be made.

6.10 The final payment shall not become due and payable until the CONTRACTOR shall have furnished the OWNER with satisfactory evidence that all labor and materials, outstanding claims and indebtedness of whatsoever nature arising out of the performance of the Contract have been paid, and until the CONTRACTOR shall have furnished a written General Release statement to such effect executed by CONTRACTOR and all subcontractors and material suppliers.

6.11 Where one or more claims against the CONTRACTOR, which are in controversy, appear unsatisfied, the OWNER shall have the discretion to direct final payment to be withheld or a partial payment to be made from the retained percentage, should it be determined by the OWNER that the withholding of the entire final payment would work a hardship on the CONTRACTOR or delay the final payment to other CONTRACTORS on the project. If only partial payment is made from the retained percentage, final payment shall not be made until the

CONTRACTOR shall have furnished satisfactory evidence and a statement from the Surety that all claims against the CONTRACTOR have been paid; that payment to the CONTRACTOR of the Contract balance shall not relieve any

Surety of any of its obligations to the OWNER as provided in the Surety Bond.

The acceptance by the CONTRACTOR of the final payment made as aforesaid, shall operate as and be a release to the OWNER and every member and agent thereof from all claims and liabilities to the CONTRACTOR for anything done or furnished for, or relating to the work or for and/or any act or neglect of the

OWNER, or of any person relating to or affecting the work, but his final payment shall not relieve the CONTRACTOR from his indemnity obligations under the terms of the Contract.

Waiver of Claims

6.12 The making and acceptance of final payment will constitute:

6.12.1 A waiver of all claims by OWNER against CONTRACTOR, except claims arising from unsettled liens and claims, from defective work appearing after final inspection pursuant to paragraph 6.9 or from failure to comply with the Construction Documents or the terms of any special guarantees specified therein; however, final payment will not constitute a waiver by OWNER of any rights in respect of CONTRACTOR'S continuing obligations under the Construction Documents; and

6.12.2 A waiver of all claims by CONTRACTOR against OWNER other than those previously made in writing and still unsettled.

Article 7. CONTRACTOR'S RESPONSIBILITIES

Supervision and Coordination

7.1 CONTRACTOR shall competently and efficiently manage, supervise and direct all construction activities and coordinate all operations required to complete the work. CONTRACTOR shall designate in writing to OWNER a person with authority to act on behalf of CONTRACTOR with respect to CONTRACTOR'S obligations under the Construction Documents, and all communications given to or received from that person will be binding on CONTRACTOR.

CONTRACTOR will be required to perform Construction Work at the site as specifically provided in the Construction Documents.

7.2 The CONTRACTOR shall provide continuous management and supervision of all work embraced in the Contract, from the beginning of the work to the date of final completion, by a duly authorized and competent Superintendent who shall be acceptable to the OWNER. The Superintendent shall be at all times in charge of the work and shall be provided with such assistants as are necessary to properly carry on the individual branches of the work. The Superintendent shall represent the CONTRACTOR at the work site, and all directions, instructions, or notices given to the Superintendent by the OWNER shall be binding on the

CONTRACTOR. Each time the Superintendent arrives and departs from the work site (or in his absence, the assistant designated to act in his behalf), he shall sign in/out at the OWNER'S designated location.

7.3 The CONTRACTOR shall at all times enforce good order and conduct among all

CONTRACTOR and Sub-Contractor employees. Every employee shall be a first-class workman and competent to perform the work assigned to them. Employees shall not be permitted to trespass or conduct themselves contrary to the rules and regulations governing the OWNER'S premises. Any employee of the

CONTRACTOR or Sub-Contractor(s) whom the OWNER considers to be detrimental to the proper carrying out of the work is to be removed promptly on the request of the OWNER, and the services of such person shall not be employed on the project site without the written consent of the OWNER.

7.4 The CONTRACTOR represents that he has had an opportunity to examine, and has carefully examined all of the Specifications in connection with the work; that he has fully acquainted himself with the actual grades, the excavations and filling required, and all other conditions relevant to the work, the site of the work and its surroundings; and is fully aware of any variances between the actual conditions relevant to the work and the same as shown or represented in said Specifications and Drawings as far as such variances can be determined by an inspection of the site; that he has made all investigations essential to a full understanding of the difficulties which may be encountered in performing the work and that anything in any of said Documents or in any representation, statements, or information made or furnished by OWNER notwithstanding, the CONTRACTOR will, regardless of any such conditions relevant to the work, the site of the work or its surroundings, complete the work for the compensation agreed upon (except in the case of changes in the work made by the OWNER and conditions at the site that cannot be determined by inspection, in connection with which the

CONTRACTOR will be paid as provided in the Articles regarding Changes), and will assume full and complete responsibility therefore and all risk in connection therewith. In addition thereto, the CONTRACTOR represents that he has special qualifications for doing the work and will complete the said work to the satisfaction of OWNER.

Materials and Workmanship

7.5 Unless otherwise specified, the materials incorporated in the work shall be new and of good quality. All workmanship shall be of good quality and free from defects. CONTRACTOR shall furnish satisfactory evidence as to source, nature, quality and quantity of the materials incorporated in the work.

Any steel products, if applicable, used or supplied in the performance of the

Contract or any sub-contracts thereunder shall be from steel made in the United

States, unless sufficient quantities do not exist.

7.6 The CONTRACTOR shall mark or identify such material and shall be solely responsible for its safekeeping and usability until of the time it is to be incorporated into the project, and shall, at his own expense, care for and protect the same and take out insurance against theft, loss from any other cause, damage, destruction and/or such other risks as may be involved, which would render the aforesaid materials unfit or unavailable for incorporation in the project.

Equivalent Goods

7.7 Whenever materials are specified or described in the Construction Documents by using the name of a proprietary item or the name of a particular manufacturer, fabricator, supplier or distributor, the naming of the items is intended to establish the type, function and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or equipment of other manufacturers, fabricators, suppliers or distributors may be accepted by OWNER if sufficient information is submitted by CONTRACTOR to allow OWNER to determine that the material or equipment proposed is equivalent to that named.

The procedure for review by OWNER will be as set forth in paragraph 7.7.1 and

7.7.2.

7.7.1 Requests for review of substitute items of material will not be accepted by

OWNER from anyone other than CONTRACTOR. If CONTRACTOR wishes to furnish or use a substitute item of material, CONTRACTOR shall make written application to OWNER for acceptance thereof certifying that the proposed substitute will perform adequately the functions called for by the general design, be similar and of equal substance to that specified and be suited to the same use and capable of performing the same function as that specified. The application will state that the evaluation and acceptance of the proposed substitute will not prejudice the timely performance of the work, whether or not acceptance of the substitute will require a change in any of the Construction

Documents to adapt the design to the substitute and whether or not incorporation or use of the substitute in connection with the performance of the work is subject to payment of any license fee or royalty. All variations of the proposed substitute from the specified will be identified in the application and available maintenance, repair and replacement service will be indicated. OWNER may require CONTRACTOR to furnish at CONTRACTOR'S expense additional data about the proposed substitute. OWNER will be allowed a reasonable time within which to evaluate the proposed substitute and will be the sole judge of acceptability, and no substitute will be ordered or installed without OWNER'S prior written acceptance. OWNER may require CONTRACTOR to furnish at

CONTRACTOR'S expense a special performance guarantee or other surety with respect to any substitute.

7.7.2 OWNER will record time required by OWNER and OWNER'S

consultants in evaluating substitutes proposed by CONTRACTOR and in making changes in the Construction Documents occasioned thereby.

Whether or not OWNER accepts a proposed substitute, CONTRACTOR shall reimburse OWNER for the OWNER'S time and for the charges of

OWNER'S consultants for evaluating proposed substitutes.

Patent Fees and Royalties

7.8 CONTRACTOR shall pay all license fees and royalties and assume all costs incident to the use in performance of the work of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product or device is specified in the Construction Documents for use in performing the work and if to the actual knowledge of OWNER its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by OWNER in the Construction Documents. CONTRACTOR shall indemnify and hold harmless OWNER and anyone directly or indirectly employed by them from and against all claims, damages, losses and expenses

(including attorney's fees) arising out of any infringement of patent rights or copyrights incident to the use in performance of the work or incorporation therein of any invention, design, process, product or device not specified in the

Construction Documents, and shall defend all such claims in connection with any alleged infringement of such rights.

Taxes

7.9 CONTRACTOR shall pay all sales, consumer, use and other similar taxes, required by law to be paid in respect to the performance of the work. However, prior to final payment the CONTRACTOR must provide the OWNER with receipts clearly stating the amount(s) of taxes paid by CONTRACTOR with respect to the performance of the work.

Shop Drawings and Samples

7.10 The CONTRACTOR shall submit required Shop Drawings in accordance with the approved schedule as provided in the Specifications.

7.11 CONTRACTOR shall also submit to OWNER with such promptness as to cause no delay in the timely performance of the work, all samples as required by the

Specifications.

Continuing Performance

7.12 CONTRACTOR shall continue performance of the Contract during all disputes or disagreements with OWNER. No work shall be delayed or the timely delivery and installation of materials be prejudiced, delayed or postponed pending resolution of any disputes or disagreements, except as CONTRACTOR and

OWNER may otherwise agree in writing.

7.13 If the CONTRACTOR, in the course of the work, finds any discrepancy between the Drawings or Specifications and the physical conditions of the premises or buildings, or any errors in the Drawings or Specifications or in the layout as given by the points and instructions, it shall be his duty to immediately inform the

OWNER, in writing. Should any work be undertaken after the discrepancy has been noted and prior to decision by the OWNER, it is understood that the

CONTRACTOR will rectify, at his own expense, such work as may have been accomplished and which does not comply with the decision of the OWNER or fails the applicable Quality Assurance/Quality Control criteria for the work.

Access To Materials In Production

7.14 CONTRACTOR shall provide OWNER, OWNER'S representatives, testing agencies, and governmental agencies with jurisdictional interest proper and safe access to materials in the process of production at reasonable times as is necessary for the performance of their functions in connection with the Construction

Documents.

Engineering and Layouts

7.15 If applicable, the CONTRACTOR shall provide competent engineering and layout services, approved by the OWNER, from the beginning of the work to the date of final completion of the Contract, to execute the work in accordance with the Contract requirements.

OWNER'S Inspection of Work

7.16 The CONTRACTOR shall afford the OWNER or his representative every facility for inspection. All materials and workmanship shall be, at all times, subject to the inspection and acceptance of the OWNER who shall have full power at any time during the progress of the work to reject any materials or workmanship which the

OWNER may deem unsuitable for the purpose for which they are intended, or which are not in strict conformity with the Specifications. The OWNER shall also have the power to cause any inferior or unsafe work to be taken down and altered at the cost of the CONTRACTOR. When deemed necessary for the proper protection of materials, they must be sorted and handled as directed by the

OWNER. Every part of the work shall be executed to the entire satisfaction and acceptance of the OWNER.

7.17 If directed by the OWNER, the CONTRACTOR shall pull down, undo or uncover any part of completed or partially completed work or make openings therein to enable the OWNER to make a proper and thorough inspection and the

CONTRACTOR, after such inspection, shall repair or reconstruct such affected work to the satisfaction of the OWNER. If, in the opinion of the OWNER, the work should be found unsatisfactory in any respect, the cost of exposing, removing, replacement and restoring it shall be defrayed by the CONTRACTOR.

Sub-Contractors

7.18 The CONTRACTOR shall not assign the Contract or any part thereof without the written consent of the OWNER. He shall not Sub-Contract without prior written approval from the OWNER.

7.19 As soon as practicable and before awarding any Sub-Contract, the

CONTRACTOR shall notify the OWNER in writing, of the names of the Sub-

Contractors proposed for the principal parts of the work, and for such other parts as the OWNER may direct.

7.20 The CONTRACTOR shall not sublet or Sub-Contract any work to be performed, or any materials to be furnished in the performance of the Contract, without the written consent of the OWNER.

7.21 If the CONTRACTOR shall sublet or Sub-Contract any part of the Contract, the

CONTRACTOR shall be as fully responsible to the OWNER of the acts and omissions of his Sub-Contractor as he is for the acts and omissions of persons directly employed by himself.

7.22 Nothing contained in the Contact Documents shall create any contractual relationship between any Sub-Contractor and the OWNER. The CONTRACTOR agrees to bind every Sub-Contractor and every Sub-Contractor shall agree to be bound by the terms of the Instructions to Bidders, Construction Agreement, Construction General Conditions, Prevailing Wage Rates, Specifications, Exhibits and Drawings as far as applicable to his work.

Cooperation

7.23 The CONTRACTOR shall cooperate with other CONTRACTORS on the work, if applicable, and with the OWNER so that the completion of all portions of the work may proceed with all possible speed. The CONTRACTOR shall be required to furnish any and all other CONTRACTORS, whose work is fitted to his, detail and erection Drawings giving full information regarding the fabrication and assembly of his work. So far as possible drawings shall show checked field measurements.

7.24 If it becomes necessary at any time during the execution of the work to move materials or equipment which have been temporarily placed, the CONTRACTOR or Sub-Contractor furnishing said materials shall, when so directed by the

OWNER, move them or cause them to be moved without additional charge.

Whenever the CONTRACTOR or any Sub-Contractor shall receive items from another CONTRACTOR or the OWNER for storage, erection or installations, the

CONTRACTOR or Sub-Contractor receiving such items shall give receipt for the items delivered, and thereafter will be held responsible for the care, storage and any necessary replacing of items received.

Order of Completion

7.25 The CONTRACTOR shall complete any portion or portions of the work in such order as may be stated in the Specifications. All work shall be so arranged and

CONTRACTORS shall so coordinate their work as to complete the work by the date as set forth in the Contract.

Article 8. OWNER'S RESPONSIBILITIES

8.1 OWNER shall issue all communications directly to CONTRACTOR.

8.2 OWNER shall furnish the data required of OWNER under the Construction

Documents promptly and shall make payments to CONTRACTOR when due.

8.3 In connection with OWNER'S right to order changes in accordance with Article 9, OWNER is obligated to execute Change Orders.

8.4 OWNER'S responsibility in respect to accepting delivery of the materials is set forth in paragraph 5.3.

8.5 OWNER shall provide CONTRACTOR, CONTRACTOR'S representatives, testing agencies and other governmental agencies with jurisdictional interests, proper and safe access to the site at reasonable times as is necessary for performance of their functions in connection with the Construction Contract.

8.6 OWNER'S Inspection

8.6.1 All work shall be subject to inspection by the OWNER or his representative at any time. The OWNER shall determine the quality, acceptability, and fitness of all parts of the work, shall interpret the

Specifications Contract Document, and shall decide all other questions in connection with the work.

8.6.2 The OWNER shall have the authority to approve or order changes in the work which alter the terms or conditions of the contract. Upon request, the OWNER shall confirm, in writing, any oral order, direction requirements, or determination. The OWNER has the authority to stop the work as provided in paragraph 13.6 whenever such stoppage may be necessary to ensure the proper execution of the Contract.

8.6.3 The OWNER or his representative shall inspect all work to confirm that the installation is in accordance with the design, permit requirements, and the Construction Documents.

OWNER'S Decision

8.7 All questions or disputes arising with respect to any matter pertaining to the

Contract or any part of it, or any breach of the Contract, or any questions and disagreements between OWNER and CONTRACTOR relating to the meaning of the Drawings and Specifications or to the kind and quality of work and materials required thereby, shall be decided by the OWNER. Reference of questions under this provision must be presented prior to the final payment.

Estoppel and Waiver of Legal Rights

8.8 The OWNER shall not be precluded or estopped by the measurements, estimates, or certificate, made or given by the OWNER or by any of their agents or employees, under any provision of the Contract, at any time, either before or after the completion and acceptance of the work and payment thereof, pursuant to any measurements, estimates, or certificate, from showing the true and correct amount or character of the work performed and materials furnished by the

CONTRACTOR, nor from showing, at any time, that any such measurements, estimate or certificate is untrue or incorrectly made in any particular, or that the work or materials or any parts thereof do not conform in fact to Specifications and

Contract. The OWNER shall have the right to reject the whole or any part of the aforesaid work or materials should the said measurements, estimate, certificate or payments be found to be known to be inconsistent with terms of the Contract, or otherwise improperly given, and the OWNER shall not be precluded or estopped notwithstanding any such measurements, estimate, or certificate or payment in accordance therewith from demands and recovering from the CONTRACTOR and/or his surety such damages as may sustain by reason of his failure to comply with the terms of the Specification and Contract or on account of any over payments made on any estimate or certificate. Neither the acceptance by the

OWNER or any of their agents or employees, nor any certificate approved for payment of money; nor any payments for, nor acceptance of, the whole or any part of the work by the OWNER, nor any extension of time nor any possession taken by the OWNER or its employees shall operate as a waiver of any portion of the Contract or any power therein reserved by the OWNER, or any right to damages herein provided nor shall any waiver of any breach of the Contract be held to be a waiver of any other or subsequent breach.

Article 9. CHANGES IN THE SCOPE OF WORK

9.1 Without invalidating the Agreement, OWNER may, at any time or from time to time, order additions, deletions or revisions in the Scope of Work; these changes will be authorized by Change Orders. Upon receipt of a Change Order, CONTRACTOR shall proceed on the basis of the change involved. If any

Change Order causes an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, an equitable adjustment will be made as provided in Articles 10 or 11 on the basis of the claim made by either party.

9.2 OWNER may authorize minor changes in the Scope of Work not involving an adjustment in the Contract Price or the Contract Time, which are consistent with the overall intent of the Contract Documents. These minor changes may be accomplished by a written order and will be binding on OWNER, and also on

CONTRACTOR who shall perform the change promptly. If CONTRACTOR believes that the order justifies an increase in the Contract Price or Contract Time, CONTRACTOR may make a claim therefore as provided in Articles 10 or 11.

9.3 Changes made in the Scope of Work without authorization of a Change Order will not entitle CONTRACTOR to an increase in the Contract Price or an extension of the Contract Time, except as provided in Articles 10 or 11.

Changes in Drawing and Specifications

9.4 The OWNER reserves the right to make any changes in the location of any piece of apparatus or equipment, or roughing-in dimensions up to the time of roughing-in and to make any changes in the Drawings and Specifications, should any be found desirable previous to commencing or during the progress of the work, without in any other respect or particular invalidating the original provisions of the contract, without additional expense to the OWNER unless such changes require additional labor and/or material. If such a change requires a less amount of labor and/or material than the original work shown or specified, the OWNER will be entitled to a credit equal to the difference of the cost of installation. The greater or lesser amount, if any, to be paid the CONTRACTOR by the OWNER by reason of such changes, shall be as herein specified or as agreed upon between them.

No part of the work shall be altered from that shown on the Drawings or described in the Specifications, nor shall any work in the nature of additional work, or any work not contemplated by the Contract Documents to be performed except on written order of the OWNER, approved by the OWNER, and if any extra, additional or different work be proceeded with or executed by the

CONTRACTOR without previous order given, in writing, under the hand of the

OWNER, as herein provided, the CONTRACTOR shall not be entitled to charge for such…