9-Attachment No. 1 - REQ-0008187 GLWA Construction Contract Rev.pdf

Rev. 1-30-2026 PMP

CONSTRUCTION CONTRACT

BETWEEN

GREAT LAKES WATER AUTHORITY, A MICHIGAN MUNICIPAL AUTHORITY

AND

ENTER CONTRACTOR NAME

REQUISITION NO. 0008187

SCN-_______________________

PRIMARY AREA GAS DETECTION SYSTEM UPGRADE AND SWITCHGEAR

REPLACEMENT AT ELECTRICAL BLDG. EB-20

TABLE OF CONTENTS

BOOK 1: CONSTRUCTION CONTRACT

Article I: Employment of Contractor Article II: Contracting Officer Article III: The Contract Documents Article IV: Commencement and Completion; Schedule Article V: Contract Price; Terms of Payment Article VI: Notices Article VII: Insurance and Bonds Article VIII: Miscellaneous Provisions

EXHIBIT A: General Project Details EXHIBIT B: Contract Documents EXHIBIT C: General Conditions

Article 1: General Provisions

1.1 Definitions

1.2 Execution, Correlation and Intent

1.3 Ownership and Use of Documents

1.4 Contractor Project Manager and Key Personnel

Article 2: Owner General Provisions

2.1 General Provisions

Article 3: Owner Obligations and Rights

3.1 Information and Assistance Required of Owner

3.2 Owner’s Right to Stop the Work

3.3 Owner’s Right to Carry Out the Work

3.4 Owner’s Right to Withhold Payment

3.5 Owner’s Right to Require Use of Owner’s PMIS

Article 4: Contractor Obligations

4.1 Review of Contract Documents

4.2 Supervision and Construction Procedures

4.3 Labor and Materials

4.4 Warranty

4.5 Taxes

4.6 Permits, Fees and Notices

4.7 Shop Drawings, Product Data, and Samples

4.8 Use of Site

4.9 Cutting and Patching of Work

4.11 Royalties and Patents

4.12 Indemnification

4.13 Use of Small Unmanned Aircraft Systems

Article 5: Subcontractors

5.1 No Contractual Relationship

5.2 Award of Subcontracts and Other Contracts for Portions of the Work

5.3 Subcontractor Relations

5.4 Communications with Subcontractors

Article 6: Work by Owner or by Third Parties

6.1 Owner’s Right to Perform the Work and to Award Separate Contracts

6.2 Mutual Responsibility

6.3 Owner’s Right to Clean Up

Article 7: Miscellaneous Provisions

7.1 Tests

7.2 Non-Discrimination

Article 8: Time

8.1 Determining Substantial and Final Completion

8.2 Progress and Completion

8.3 Suspension by Owner

8.4 Delays and Extensions of Time

8.5 Acceleration of Performance

8.6 Prerequisites for Start of Construction

8.7 Use of Float

Article 9: Payments and Completion

9.1 Schedule of Values

9.2 Applications for Payment

9.3 Progress Payments

9.4 Payments Withheld

9.5 Failure of Payment

9.6 Substantial Completion

9.7 Final Completion, Final Payment, and Release of Retention

Article 10: Protection of Persons and Property

10.1 Safety Precautions and Programs

10.2 Safety of Persons and Property

10.3 Emergencies

10.4 Environmental

Article 11: Costing Basis

11.1 Cost-Plus Fixed Fee Work

11.2 Unit Price Work

11.3 Lump Sum Work

Article 12: Changes in the Work

12.1 General

12.2 Processing Changes in the Work

12.3 Costing Basis for Changed Work

12.4 Concealed Conditions

12.5 Changes for an Owner Act, Error, or Omission

12.6 Allowances

Article 13: Uncovering and Correction of Work

13.1 Uncovering of Work

13.2 Correction of Work

13.3 Acceptance of Defective or Non-Conforming Work

Article 14: Termination

14.1 Termination

14.2 Termination for Cause

14.3 Termination for Convenience

Article 15: Audit

15.1 Owner’s Access to Contractor’s Records

Article 16: Conflict of Interest Article 17: Confidential Information

Article 18: Claims

18.1 Claims

18.2 Submittal of Claims; Resolution

EXHIBIT D: Costing Summary and Payment Terms EXHIBIT E: Notice Addresses and Designation of Representatives EXHIBIT F: Insurance and Bonds EXHIBIT G: Glossary EXHIBIT H: Supplemental General Conditions EXHIBIT I: Bid Addenda

BOOK 2: Specifications

BOOK 3: Drawings, if applicable

GREAT LAKES WATER AUTHORITY

CONSTRUCTION CONTRACT

This Construction Contract, requisition no. 0008187 (“Contract”), is made by and between the Great Lakes Water Authority (“Owner”), and Enter Contractor Name, with its principal place of business located at Enter Contractor Address (“Contractor”). Collectively, Owner and Contractor are the “Parties” and individually a “Party”.

Recitals

A. Owner desires to retain Contractor for purposes of securing from Contractor certain labor, equipment and/or materials (“Work”); and

B. Contractor is willing and able to perform the Work in accordance with the Contract

Documents; and

Accordingly, in consideration of the promises, the mutual undertakings, and benefits to accrue to the Parties and to the public, the Parties agree as follows:

Article I: Employment of Contractor

1.01 Owner engages Contractor to perform the Work relating to the Project, as the same is described in Exhibit A, General Project Details and, if applicable, Exhibit I, Bid Addenda, in accordance with the terms and conditions contained in the Contract Documents, which are set forth in Exhibit B, Contract Documents, as administered and directed by Owner, and if applicable, as set forth in Exhibit H, Supplemental General Conditions. The Contract Documents include, without limitation, Exhibit C, General Conditions.

1.02 Contractor shall comply with and shall require its employees, Subcontractors, Sub- Subcontractors, Suppliers, and laborers to comply with (i) all health, safety, and security policies and procedures in effect at any Owner-owned or operated facility, (ii) any Owner-requested background checks, and (iii) Owner’s security clearance requirements.

Article II: Contracting Officer

2.01 The Contracting Officer shall be the CPO or, if designated by the CPO, Owner’s Project

Manager, as set forth in Exhibit E, Notice of Addresses and Designation of Representatives.

Article III: The Contract Documents

3.01 The Contract Documents shall be as set forth in Exhibit B.

Article IV: Commencement and Completion; Schedule

4.01 The Contract Time shall commence to run on the date specified in the Notice to Proceed and the Work shall be complete on or before each Key Completion Time specified in Exhibit A.

4.02 The terms and conditions regarding liquidated damages, if any, shall be as set forth in Exhibit A.

Article V: Contract Price; Terms of Payment

5.01 Subject to Contractor’s performance of its obligations under and in accordance with the Contract Documents, Owner agrees to pay Contractor the Contract Price stated in Exhibit D, Costing Summary and Terms of Payment.

Article VI: Notices

6.01 “Notice of Termination for Cause”, “Notice of Termination for Convenience”, and “Notice to Proceed” shall be in writing, mailed by postage prepaid, signed by the CPO, and addressed to Contractor as set forth in Exhibit E.

6.02 Either Party may change its postal address and/or e-mail address at any given time by giving notice of the address change to the other Party.

6.03 “Notice of Change of Address” shall be in writing, mailed by postage prepaid, signed by the authorized representative of the Party, and addressed as set forth in Exhibit E.

6.04 All other notices, consents, approvals, requests, and other communications required or permitted under the Contract Documents, including change of e-mail address, may be given by a Party by e-mail at the e-mail addresses set forth in Exhibit E.

6.05 Notices shall be deemed given on the day of mailing or e-mailing.

6.06 Any notice given in the manner specified in this Article shall be sufficient and Contractor waives all claims relative to the sufficiency of such notice.

Article VII: Insurance and Bonds

7.01 Contractor shall provide and include in its pricing the insurance and bonds required in Exhibit F, Insurance and Bonds. Contractor shall comply fully with the terms and conditions of Exhibit F at no additional cost to Owner.

Article VIII: Miscellaneous Provisions

8.01 No part of the Contract Documents may be waived except by written agreement of the Parties.

Forbearance in any form from demanding performance is not a waiver of performance. Until complete performance under the Contract Documents, the Party owed performance may invoke any remedy thereunder or under law, despite its past forbearance.

8.02 If any provision of the Contract Documents, or their application to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of the Contract Documents shall not be affected and shall remain valid and enforceable to the fullest extent permitted by law.

8.03 The Contract Documents contain the entire agreement between the Parties and all prior negotiations and agreements are thereby merged. Neither Owner nor its agents have made any representations except those expressly set forth in the Contract Documents, and no rights or remedies are, or shall be, acquired by Contractor by implication or otherwise unless expressly set forth therein.

8.04 Unless the context otherwise expressly requires, (i) the words "herein", "hereof", "hereunder”, and words of similar import refer to the Contract Documents as a whole and not to any particular section or subdivision; and (ii) as used in the Contract Documents, the singular shall include the plural, and the plural shall include the singular.

8.05 The headings of the sections of the Contract Documents are for convenience only and shall not be used to construe or interpret the scope or intent of the Contract Documents or in any way affect the same.

8.06 The Contract Documents and all actions arising thereunder shall be governed by, subject to, and construed according to the laws of the State of Michigan. Contractor shall submit to the personal jurisdiction of any competent court in Wayne County, Michigan, for any action arising out of the Contract Documents. Service of process at the address and in the manner specified in Article VI, “Notices”, shall be sufficient to put Contractor on notice and waives all claims relative to such notice. Contractor shall not commence any action against Owner because of any matter whatsoever arising out of or relating to the validity, construction, interpretation, and enforcement of the Contract Documents, in any courts other than those in Wayne County, Michigan, unless original jurisdiction can be had in the United States District Court, Eastern District, Southern Division, the Michigan Court of Appeals or the Michigan Supreme Court. The terms of this Section shall survive the expiration or termination of this Contract.

8.07 If any Subcontractor, Sub-Subcontractor, Supplier, or laborer shall take any action which, if done by a Party, would constitute a breach of the Contract Documents, the same shall be deemed a breach by Contractor with right legal effect. The terms of this Section shall survive the expiration or termination of this Contract.

8.08 This is not an exclusive service contract and, during the term hereof, Owner may contract with other consulting firms and contractors. Contractor is free to render the same or similar services to other clients, provided however, that Contractor’s obligations to Owner contained in the Contract Documents shall not be affected in any manner.

8.09 Contractor warrants that all prices, terms, warranties, and benefits granted to Owner are comparable to or better than the equivalent terms presently being offered by Contractor to any other customer for the performance of the Work.

8.10 Contractor covenants that it is not and shall not become in arrears to Owner upon any contract, debt, or other obligations to Owner. Contractor shall include this provision in any Subcontracts.

8.11 The Contract Documents shall not be construed to create any rights in any third party.

8.12 This Contract may be executed in any number of originals, any one of which shall be deemed an accurate representation of this Contract. Promptly after the execution of this Contract, Owner shall provide a copy to Contractor.

8.13 The rights and benefits under the Contract Documents shall inure to Owner and its agents, successors, and assigns.

8.14 Unless explicitly stated otherwise, the rights and remedies of Owner set forth in the Contract

Documents are not exclusive and are in addition to any of the rights and remedies provided by law or equity.

8.15 Contractor waives any defense it may have to the validity of the execution of the Contract

Documents.

8.16 Owner shall have the right to recover by setoff from any payment owed to Contractor any amounts owed to Owner by Contractor under the Contract Documents or other contracts, and any other debt owed to Owner by Contractor.

8.17 No term or condition of the Contract Documents shall be construed to abrogate the governmental immunity granted to Owner by law.

8.18 Contractor shall not make an assignment of all or any part of the Contract Documents, nor any

Work thereunder, nor any payments due or to become due thereunder, without first obtaining written consent from Owner, which consent may be withheld in Owner’s sole and absolute discretion.

8.19 Owner shall be permitted to make an assignment of the Contract Documents to any successor in interest without the prior consent of Contractor. As soon as practicable thereafter, Owner shall provide written notice to Contractor of the assignment.

8.20 Nothing contained in the Contract Documents shall be construed as to create a relationship of employment, principal and agent, or joint venture between Owner and Contractor. Contractor is an independent contractor with respect to the Work to be performed under the Contract Documents.

8.21 Contractor represents and warrants that this Contract has been duly authorized and executed by an individual authorized to bind Contractor to its terms and conditions in accordance with Contractor’s requirements and procedures and constitutes a legal, valid, and binding obligation of Contractor.

8.22 For purpose of the hold harmless and indemnity provisions contained in the Contract Documents, the term “Owner” shall be deemed to include the Great Lakes Water Authority and all other associated, affiliated, allied, or subsidiary entities or commissions, now existing or subsequently created, and their officers, agents, representatives, and employees. The terms of this Section shall survive the expiration or termination of this Contract.

8.23 Capitalized terms in the Contract Documents shall have the meanings defined throughout the

Contract and as ascribed in Exhibit G, Glossary.

8.24 When the Work includes the installation of certain equipment and/or products, Contractor is required to review the proposed equipment/products to ensure that they are, at a minimum, “Energy Star” rated. All proposed equipment/product choices must be reviewed by a qualified

Owner Energy Manager for approval only as to the sufficiency of the “Energy Star” rating and/or other applicable energy efficiency ratings; Owner assumes no responsibility for the adequacy, capability or appropriateness of the equipment/product selected by Contractor as it relates to successful completion of the Work. Contractor must supply all required documentation that will qualify Owner for energy program incentives offered by other utilities provided, however, that the process of applying for energy program incentives will be the responsibility of the Owner Energy Manager.

8.25 Contractor shall be subject to Owner’s “Vendor Performance Assessment”, and the results thereof may impact its future engagements with Owner.

8.26 When the Work requires adherence to Owner’s Business Inclusion and Diversity (B.I.D.)

Program as set forth in the Procurement Policy, Contractor shall use its best efforts to ensure compliance with Contractor’s “Diversity Plan”, as finalized and approved by Owner upon execution of this Contract. Owner may monitor and assess Contractor’s compliance with Contractor’s “Diversity Plan” during the term of this Contract.

8.27 Owner shall not be bound by “Unauthorized Acts” in any dealings with Contractor. For purposes of this Section, Unauthorized Acts means any acts by Owner’s employees, agents, or representatives that are not permitted by the Contract Documents.

(Signatures appear on next page)

Accordingly, Owner and Contractor, by and through their duly authorized officers and representatives, have executed this Contract as of the dates of their respective signatures below.

Enter Contractor Name, Contractor:

By:

Signature

Print Name

Its:

Title

Dated: ____________________________________

Great Lakes Water Authority, Owner:

By:

Suzanne R. Coffey, P.E.

Its: Chief Executive Officer

Dated: ____________________________________

APPROVED AS TO FORM BY

GLWA GENERAL COUNSEL: ___________________________________

Signature/Date

APPROVED BY GLWA

BOARD OF DIRECTORS: ☒ TBD

EXHIBIT A

GENERAL PROJECT DETAILS

The Project: Primary Area Gas Detection System Upgrade and Switchgear Replacement at Electrical BLDG. EB-20

The Work: The Work generally consists of the following items and as fully described in the Contract Documents.

Summary of Work

1. Demolition and replacement of existing unit substation SD-1 in Electrical Building EB- 20.

2. Removal and replacement of existing 480VAC feeder cables from SD-1 switchgear to existing loads as shown on the Contract Drawings.

3. Installation of network wiring into the existing Ovation system at the remote operator station, including equipment configuration modifications for substation status and power quality meters.

4. Replacement of the primary clarifier area gas detection equipment in Scum Buildings Nos. 1 thru 14, meter vaults 13 thru 18, sludge pump stations Nos. 1 & 2, and the Scum Concentration Building to include:

a) Replacement and installation of gas detection devices,

b) Installation of new gas detection control panel,

c) Replacement of the uninterruptible power supply (UPS) system for the gas detection systems.

5. Integration of primary clarifier area gas detection instrumentation into Ovation, to include:

a) Installation of digital signal wiring between new gas detection control panels and existing Ovation panels,

b) Installation of fiber-optic cable communications network between gas detection control panels at Scum Buildings Nos. 1 thru 14, meter vaults 13 thru 18, sludge pump stations Nos. 1 & 2, Scum Concentration Building, Remote Operator Station Building, and ACC-1 located at pump station 1.

c) Installation of networking equipment panels at Primary Sludge Pump Station No. 1, Primary Sludge Pump Station No. 3, and Remote Operator Station (at PC-7 & 8).

d) Configuration and programming of new network equipment per GLWA programming standards, and development of HMI screens per GLWA direction.

Key Completion Times:

Substantial Completion shall be 1108 Days from the start date specified in the Notice to Proceed.

Final Completion shall be 1443 Days from the start date specified in the Notice to Proceed.

Liquidated Damages: Contractor recognizes that Owner shall suffer financial loss for which Contractor shall be liable if the Work is not completed within the Contract Time and by the Key Completion Times specified in the Contract Documents, including any authorized extensions.

Contractor and Owner also recognize the delays, expense and difficulties involved in proving the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty), Contractor shall pay Owner the sum(s) shown below, per Day, for each Day that expires after the applicable Key Completion Time until the Work is completed in accordance with the Contract Documents.

Substantial Completion = $5,000.00

Final Completion = $5,000.00

(Remainder of page intentionally left blank)

Schedule of Manufacturers and Suppliers:

Contractor shall adhere to the schedule below and there shall be no deviations from the schedule except as permitted by a Field Order or a Change Order. The schedule shall be considered a part of the Specifications. In the event of any inconsistency, conflict, or ambiguity between the schedule and the Specifications, the schedule shall control.

Item # Specified Material or Equipment Specification Section Specified Manufacturer or Supplier

(Vendor to Select One)

☐ Item Name ☐ Item Name ☐ Approved Equal

☐ Item Name ☐ Item Name ☐ Approved Equal

☐ Item Name ☐ Item Name ☐ Approved Equal

☐ Item Name ☐ Item Name ☐ Approved Equal

☐ Item Name ☐ Item Name ☐ Approved Equal

☐ Item Name ☐ Item Name ☐ Approved Equal

☐ Item Name ☐ Item Name ☐ Approved Equal

☐ Item Name ☐ Item Name ☐ Approved Equal

☐ Item Name ☐ Item Name ☐ Approved Equal

☐ Item Name ☐ Item Name ☐ Approved Equal

Key Personnel and Approved Subcontractors:

[INSERT KEY PERSONNEL LIST]

[INSERT APPROVED SUBCONTRACTORS LIST]

(End Exhibit A)

EXHIBIT B

CONTRACT DOCUMENTS

I. The Contract Documents. The Contract Documents shall consist of the documents explicitly designated in this Exhibit B.

a. The Contract, which consists of:

i. Book 1: This Construction Contract including:

1. Exhibit A: General Project Details

2. Exhibit B: Contract Documents

3. Exhibit C: General Conditions

4. Exhibit D: Costing Summary and Payment Terms

5. Exhibit E: Notice Addresses and Designation of Representatives

6. Exhibit F: Insurance and Bonds

7. Exhibit G: Glossary

8. Exhibit H: Supplemental General Conditions, if applicable

9. Exhibit I: Bid Addenda, if applicable

ii. Book 2: Specifications

iii. Book 3: Drawings, if applicable

b. Notice to Proceed and Contracting Officer’s Designated Representatives; and

c. Field Orders, Change Orders, and Unilateral Change Orders.

II. Interpretation. The Contract Documents are intended to permit the Parties to complete the Work and all obligations required by the Contract Documents within the Contract Time for the Contract Price. The Contract Documents are intended to constitute a single agreement, to be complementary and interpreted in harmony to avoid conflict, with its words and phrases interpreted in a manner consistent with construction and design industry standards using common sense interpretations. In the event of any inconsistency, conflict, or ambiguity between or among the Contract Documents, the Contract Documents shall be construed according to the following priority:

Highest Priority: Field Orders, Change Orders, and Unilateral Change Orders

Second Priority: Exhibit H, Supplemental General Conditions, if and as applicable Third Priority: Exhibit I, Bid Addenda, if and as applicable Fourth Priority: The Contract, excepting Exhibits C, H, and I Fifth Priority: Exhibit C, General Conditions Sixth Priority: Specifications and Drawings

(End Exhibit B)

EXHIBIT C

GENERAL CONDITIONS

Article 1: General Provisions

1.1 Definitions

Unless the context expressly requires otherwise, defined terms used herein shall have the meanings set forth in Exhibit G, “Glossary”.

1.2 Execution, Correlation and Intent

1.2.1 Contractor shall furnish all Work required for the construction and administration of the Project as set forth in the Contract Documents or as reasonably inferable from the Drawings and Specifications to produce a completed, fully operational, and functional Project suitable for Owner’s intended purposes. Contractor shall be responsible for performing and coordinating the total construction of the Project, including the coordination of all labor, materials, facilities, utilities, equipment, insurance, taxes, and all other items necessary for the proper execution and completion of the Work within the Key Completion Times for the Contract Price. Lists of “Work Included,” “Scope” or “Description of Work” are not intended to enumerate each and every item of Work or appurtenances required and shall include all Work inherent in or impliedly required by the Contract Documents. Words which have well-known technical or trade meanings are used herein in accordance with such recognized meanings.

1.2.2 Contractor represents that (i) it is financially solvent; (ii) it is qualified to conduct business in the State of Michigan; (iii) it has all required licenses and permits necessary in connection with performance by Contractor hereunder (all such licenses and permits shall be at Contractor’s sole cost and expense); (iv) it has the expertise and authority to perform its obligations under the Contract Documents; (v) it has inspected the Project site and familiarized itself with the local conditions (including, both all physical conditions and all local codes, laws and applicable regulations) under which the Work is to be performed; (vi) it is familiar with all applicable federal, state, and local laws, ordinances and regulations which may, in any way, affect the Project and the Work or those employed therein; and (vii) the Contract Price is the agreed amount for all the Work, including all risks, hazards, and difficulties in connection therewith assumed by Contractor under the Contract Documents. Contractor shall ensure that the foregoing representations are included in any Subcontract.

1.2.3 Where codes, standards, requirements, and publications of public and private bodies are referred to in the Specifications, references shall be understood to be to the latest revision prior to the date of execution of the Contract, except where otherwise indicated.

1.2.4 Where no explicit quality or standards for materials or workmanship are established for Work, such Work is to be of new, high quality for the intended use and workmanship shall be consistent with the best practices of that particular trade, skill, and function.

1.2.5 All manufactured articles, materials, and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the manufacturer’s written or printed directions and instructions unless otherwise indicated in the Contract Documents.

1.3 Ownership and Use of Documents

1.3.1 Owner shall provide Contractor with one (1) set of reproducible Drawings and Specifications. Contractor shall be responsible for all additional copies necessary for the execution of the Work.

1.3.2 The organization of the Specifications into divisions, sections and articles, and the arrangement of Drawings shall not be construed to plan, schedule, sequence, coordinate, divide, or otherwise control Contractor’s Work or responsibility in dividing the Work among its Subcontractors or in establishing the extent of Work to be performed by any trade.

1.3.3 The Drawings show the general arrangement, design intent and extent of the Work to be completed by Contractor. Contractor is responsible for verifying existing conditions and facilities, taking detailed field measurements and other responsibilities as necessary for Contractor to complete the Work in accordance with the Contract Documents.

1.3.4 Drawings and Specifications are complementary and what is called for by one shall be as binding as if called for by both. Should the Drawings, Specifications and/or other instructions be contradictory in any particular manner or should there be any doubt as to the meaning of either, Contractor shall refer the matter to the Contracting Officer who may refer the request to Project Design Lead for an initial decision, whose decision thereon shall be conclusive if approved by the Contracting Officer. Project Design Lead’s costs and expenses in connection with reviewing and answering requests for information submitted by Contractor or any Subcontractor will be charged to Contractor and offset against amounts otherwise due to Contractor in any case where the information requested is reasonably available from a careful review of the Contract Documents.

1.3.5 The Drawings and Specifications shall have equal authority and priority. In the event of any conflict between the Drawings and Specifications, the appropriate Work shall be determined by the Contracting Officer whose decision thereon shall be conclusive.

1.4 Contractor Project Manager and Key Personnel

Contractor acknowledges the importance of Owner’s confidence in Contractor Project

Manager, its key personnel and its respective principals, and the substantial continuity of key personnel’s participation in the Project. This Contract has been entered into on the representation that Contractor will use reasonable efforts to maintain substantially for the Contract Time the individuals, firm affiliations, and their respective assignments and responsibilities as set forth herein. No substitution or replacement of individuals or change in status (e.g., firm affiliation, assignment, or responsibilities) of the entities and individuals listed herein shall be made by Contractor without the prior written approval of Owner, which approval shall not be unreasonably withheld, except when necessitated by causes beyond Contractor’s reasonable control. Nothing in this Section, however, shall be deemed to require Contractor to agree to any change in the terms of employment or engagement of any individual or entity to retain that individual’s or entity’s services. Owner shall have the right in any event to approve any substitution or replacement or change in status for the entities or persons listed herein, which approval shall not be unreasonably withheld. Upon request, Contractor shall consult with Owner to resolve any situation in which Contractor’s Project manager, employee, Subcontractor, or any principal or employee thereof is failing to perform to an adequate professional and/or technical standard.

Article 2: Owner General Provisions

2.1 General Provisions

2.1.1 Owner shall always have access to the Work for inspection. Contractor shall provide proper and safe facilities for access and inspection and shall cooperate with Owner regarding the conduct and scheduling of all necessary inspections.

2.1.2 The Contracting Officer, Owner’s Project Manager, the Project Construction

Management Lead, and the Project Design Lead have the authority to act on behalf of Owner to the extent provided in the Contract Documents.

2.1.3 Owner’s interpretations in matters relating to aesthetic effect shall be final if consistent with the intent of and in accordance with the Contract Documents.

2.1.4 Owner will review and approve, or take other appropriate action upon, Contractor’s

Submittals such as Shop Drawings, Product Data and Samples, as each is defined in Section 4.7.

Owner’s approval of a specific item shall not indicate approval of an assembly of which the item is a component.

2.1.5 Owner will prepare, or review and approve if Contractor prepares, supporting documentation for Field Orders, Change Requests, Change Directives, and Change Orders.

2.1.6 Owner will inspect the Work to determine that it is completed in accordance with the Contract Documents. During the construction phase and through Final Completion, Owner will conduct periodic on-site reviews of the Project. Owner will not be a guarantor of, or surety with respect to, Contractor’s obligations to perform the Work in accordance with the Contract Documents, and Contractor may not rely on Owner’s inspections and reports as indicative of the lack of defects or non-conforming Work.

2.1.7 If the Owner determines that the Work is not performed in accordance with the

Contract Documents, the Owner will notify Contractor. Upon receipt of such a notice, Contractor shall, at no additional expense to Owner, correct the non-conforming or defective Work within thirty (30) Days or, if such non-conforming or defective Work cannot be corrected within such period, Contractor shall commence the corrective Work and submit its Drawings, as applicable, within such period and shall report its progress with respect thereto whenever requested by Owner.

Corrections shall be accomplished without affecting Key Completion Times or the Contract Price.

2.1.8 Owner will review corrective action proposed by Contractor (without assuming Contractor’s responsibility for the corrective Work). Owner will review the progress of corrective Work by Contractor.

2.1.9 Based on Owner’s observations at the Project site and upon evaluation of

Contractor’s Application for Payment, the Contracting Officer shall issue Certificates for Payment in such amounts as determined by the Contracting Officer.

2.1.10 Upon written notice from Contractor that Contractor believes the Work is

Substantially Complete, Owner will inspect the Work and prepare a Punch List of items, materials, or systems that require completion, correction, replacement, or additional work. Upon written notice from Contractor that the Punch List is complete, Owner will again inspect the Work to determine whether all Punch List Work has been satisfactorily completed. When all close-out requirements of the Contract Documents have been completed, the Contracting Officer will approve Final Payment to Contractor in accordance with Section 9.7.

2.1.11 Owner will not have control or charge of, and will not be responsible for, construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, nor shall it be responsible for Contractor’s failure to carry out the Work in accordance with the Contract Documents. Owner will not be responsible for or have control over the acts or omissions of Contractor, its agents, employees, Subcontractors, Sub- Subcontractors, Suppliers, laborers, or any other persons performing any of the Work.

2.1.12 In the event of the death, resignation, refusal, or inability to act of the Contracting

Officer’s designee, the CPO may designate and substitute another representative as the Contracting Officer’s designee. Such designation must be in writing and shall be effective when delivered to Contractor.

2.1.13 Owner shall not be estopped, bound, or precluded by any determination, decision, approval, order, letter, payment or certificate made or given by the Contracting Officer or any other officer, employee, representative or agent of Owner, at any time, either before or after Final Completion and acceptance of the Work and payment therefore, from (i) showing the true and correct amount, classification, quality, and character of the Work completed and materials furnished by Contractor or any other person or entity performing the Work, or from showing at any time that any determination, decision, approval, order, letter, payment, or certificate is untrue and incorrect, or improperly made in any particular, or that the Work or the materials or any parts thereof, do not in fact conform to the Contract Documents; or (ii) from demanding the recovery of any overpayments made to Contractor, or such damages as Owner may sustain by reason of Contractor’s failure to strictly perform each and every term, provision or condition of the Contract Documents. The terms of this Section shall survive the expiration or termination of this Contract.

Article 3: Owner Obligations and Rights

3.1 Information and Assistance Required of Owner

Upon Contractor’s written request, information or assistance under Owner’s control shall be furnished by Owner with reasonable promptness to avoid delay in the orderly progress of the Work. The furnishing of such information or assistance by Owner shall not relieve Contractor from its responsibilities under the Contract Documents, specifically as to inspection of the Project site and the Contract Documents. Owner makes no representation or warranty with respect to subsurface conditions, or any reports provided by or on behalf of Owner to Contractor regarding subsurface conditions.

3.2 Owner’s Right to Stop the Work

If Contractor fails to correct defective Work or fails to carry out the Work or to supply labor, materials, and equipment in accordance with the Contract Documents, or if Owner finds any unsafe Work practices or conditions or other safety hazard, Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of Owner to stop the Work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor or any other person or entity. If Owner elects to order Contractor to stop the Work, Contractor shall be responsible for whatever measures are necessary to maintain the Key Completion Times once the cause for such order has been eliminated and for all costs and expenses associated therewith.

3.3 Owner’s Right to Carry Out the Work

If Contractor:

3.3.1 Fails to properly respond to notices issued by Owner or the Contracting Officer pursuant to Section 2.1.7 or 3.2, or

3.3.2 Fails to make payments to its Subcontractors, Suppliers, or laborers for material, equipment, or labor used in the Work, or

3.3.3 Fails to supply the quantity of properly skilled workmen necessary to complete the

Work in accordance with the critical path activities as set forth in the CPM Schedule, or

3.3.4 Fails to supply materials and equipment as necessary to complete the Work in accordance with the CPM Schedule, or

3.3.5 Fails to properly coordinate the work of any of its Subcontractors, Suppliers, and/or laborers, or

3.3.6 Fails to maintain any insurance coverage required under the Contract, or

3.3.7 Fails to pay workers’ compensation or other employee benefits, or

3.3.8 Fails to pay withholding or other taxes, or

3.3.9 Fails to perform any other material obligation under the Contract Documents, then

Owner may, after thirty (30) Days’ written notice to Contractor and without prejudice to any other remedy Owner may have, make good such deficiencies, or otherwise rectify such situations to the satisfaction of Owner unless Contractor shall have commenced corrective action within said thirty

(30) Day period. In such case, the cost of correcting such deficiencies or otherwise rectifying such situations to the satisfaction of Owner, including compensation for Owner’s separate contractors’ or consultants’ additional services made necessary by such default, neglect, or failure, shall be offset against any amounts otherwise due to Contractor. If the payments then or thereafter due to Contractor are not sufficient to cover such amount, then Contractor shall pay the difference to Owner.

3.4 Owner’s Right to Withhold Payment

Owner may withhold payment or, because of subsequently discovered evidence or subsequent observations, it may nullify the whole or any part of any payment previously issued, to such extent as it may be necessary in its opinion to protect Owner from loss because:

3.4.1 Contractor fails to properly respond to notices issued by Owner pursuant to Section

2.1.7 or 3.2, or

3.4.2 Contractor is in material default under the Contract Documents, or

3.4.3 Any part of such payment is attributable to Work which is defective or not performed in accordance with the Drawings and Specifications, as determined by the Contracting Officer; provided, however, such payment shall be made as to the part thereof attributable to Work which is performed in accordance with the Drawings and Specifications and is not defective, reserving, however, such amount as may be reasonably necessary to protect Owner with respect to defective Work, or

3.4.4 Contractor has failed to make payments in accordance with the Subcontract documents to Subcontractors, Suppliers, or laborers for material, equipment, or labor used in the Work, or

3.4.5 Any part of such payment is attributable to Work with respect to which any Party has filed an undischarged claim against any payment or performance bonds, or

3.4.6 Third-party claims have been filed or there is reasonable evidence indicating the probable filing of such claims, or

3.4.7 Owner has reasonable indication that the Work will not be completed by the Key

Completion Times, or

3.4.8 If Owner determines that the portion of the Contract Price then remaining unpaid will not be sufficient to complete the Work in accordance with the Contract Documents, whereupon no additional payments will be due to Contractor unless and until Contractor, at no cost to Owner, performs, and pays in full for, a sufficient portion of the Work so that such portion of the Contract Price then remaining unpaid is determined by Owner to be sufficient to so complete the Work.

3.5 Owner’s Right to Require Use of Owner’s PMIS

Owner may initiate, utilize, and maintain a project management information system (PMIS) during the Contract Time. Upon written notification, Contractor shall begin using Owner’s PMIS in accordance with the terms of the notice. Thereafter, regardless of whether Contractor maintains its own PMIS, it shall conduct all obligations of the Contract Documents within Owner’s PMIS and ensure any existing Project documents and information are replicated and loaded to Owner’s PMIS.

Article 4: Contractor Obligations

4.1 Review of Contract Documents

4.1.1 Contractor shall review and familiarize itself with the Contract Documents.

Contractor acknowledges and affirms that the Contract Documents are full and complete, and that the Drawings and the Specifications are sufficient to enable Contractor to construct the Work outlined therein in accordance with applicable laws, statutes, building codes and regulations, and otherwise to fulfill all of Contractor’s obligations under the Contract Documents. Contractor further acknowledges that (i) it has visited the Project site; (ii) it has examined all conditions affecting the Work; (iii) it is fully familiar with all the conditions thereon and affecting the same, and (iv) having carefully examined all Drawings, Specifications and documents, there are no discrepancies or omissions in the Contract Documents. Accordingly, Owner makes no representation, expressed or implied, that the Drawings and Specifications are constructible or adequate; Contractor expressly waives any right to assert claims based on the constructability of the Drawings and Specifications; and no such claim shall be valid. The foregoing shall not imply any requirement that Contractor assume responsibility for design, for checking engineering calculations, for determining performance criteria and standards or for determining that all of Owner’s requirements have been included in the Drawings and Specifications.

4.1.2 Each Subcontractor shall review the Contract Documents and shall be deemed to have made the same waiver set forth in Section 4.1.1 above in performing any Work on the Project.

4.1.3 Before starting the Work, and at frequent intervals during the progress thereof, Contractor shall carefully study and compare the Contract, General Conditions, Drawings, Specifications, and other Contract Documents and shall immediately report to the Contracting Officer any error, inconsistency or omission Contractor may discover. Any necessary change shall be ordered as provided in Article 12, subject to the other provisions of the Contract Documents.

If Contractor proceeds with the Work without such notice to the Contracting Officer, having discovered such errors, inconsistencies, or omissions, or if by reasonable study of the Contract

Documents, Contractor could have discovered such, Contractor shall bear all costs arising therefrom.

4.2 Supervision and Construction Procedures

4.2.1 Contractor shall cause the Project to be constructed and shall provide competent supervision, coordination, and related services accordingly. Contractor shall be solely responsible for all construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work. Contractor shall engage workers who are skilled in performing the Work, and all Work shall be performed with care and skill and in a good workmanlike manner. Contractor shall be liable for all property damage, including repairs and replacements of the Work and economic losses, which proximately result from the breach of this duty.

4.2.2 Contractor shall be responsible to, and indemnify and hold harmless, Owner for the acts, errors, and omissions of Contractor’s employees. Contractor shall be as fully responsible to Owner for the acts, errors, and omissions of its Subcontractors, Suppliers, laborers, agents, and persons directly or indirectly employed by it, and any other persons performing any of the Work, as it is for the acts, errors, and omissions of persons directly employed by Contractor. The terms of this Section 4.2.2 shall survive the expiration or termination of this Contract.

4.2.3 Contractor shall not be relieved from its obligations to perform the Work in accordance with the Contract Documents either by the activities or duties of Owner in its administration of the Contract Documents, or by inspections, tests or approvals required or performed by persons other than Contractor. No inspection performed or failed to be performed by Owner hereunder shall be a waiver of any of Contractor’s obligations hereunder or be construed as an approval or acceptance of the Work or any part thereof.

4.2.4 Contractor shall attend meetings scheduled by Owner to discuss such matters as to procedures, progress, problems, scheduling, and safety.

4.2.5 Contractor shall always provide a Contractor Project Manager approved by the

Contracting Officer who shall, on behalf of Contractor, (i) have full responsibility for the prosecution of the Work; (ii) act as agent and be a single point of contact in all matters; (iii) always be present (or their approved designee will always be present) at the Project site when the Work is performed; and (iv) be available to execute instructions and directions from Owner.

4.2.6 Contractor shall maintain daily field reports recording the labor force and equipment employed by Contractor, Subcontractors, and Sub-Subcontractors, materials and equipment received at the Project site or another location, visits by Suppliers, significant progress in the Work and completed trade Work within the major Work areas, and other pertinent information. Daily field reports shall be furnished by Contractor promptly upon request by Owner.

Owner’s review of any daily field report shall not be construed as an agreement with any information contained in such report.

4.2.7 Contractor shall maintain at the Project site one record copy of the Contract

Documents in good order and annotated in a neat and legible manner using a contrasting, reproducible color to show (i) all revisions made, (ii) dimensions noted during the execution of the Work, (iii) all deviations between the as-built installation and the Contract Documents, (iv) all approved Submittals, and (v) all clarifications and interpretations.

4.2.8 The right of possession of the premises and the improvements made thereon by

Contractor shall always remain in Owner. Contractor’s right to entry and use of the premises arises solely from the permission granted by Owner under the Contract Documents. Unless otherwise provided in the Contract Documents, all entrances to all buildings and areas of the Project site that are occupied by Owner shall always be provided with safe, secure, and convenient access.

4.2.9 If the Work involves modifications to and/or expansion of an existing occupied and/or operating facility, Owner will continue its operation of the facility in which the Work is to be performed, and Contractor shall conduct the Work to cause a minimum of interference with Owner’s operations. The welfare of Owner’s employees, guests and invitees is always to be considered. If the Work involves modifications to and/or expansion of an existing occupied and/or operating facility, all shutdowns/outages of building systems, utilities and equipment shall be approved in advance by Owner. Contractor shall provide Owner with reasonable prior notice of any required shutdowns of building systems, utilities and/or equipment, such amount of prior notice to be agreed upon between Contractor and Owner. Contractor will, at the request of Owner, schedule any Work which otherwise may have an adverse impact upon the health, safety or welfare of Owner’s employees, guests or invitees or the normal facility operations during those times in which said adverse consequences may be minimized and there shall be no increase in the Contract Price because of such scheduling.

4.2.10 Contractor shall retain a competent registered professional engineer or registered land surveyor, acceptable to Owner, who shall establish the exterior lines and required elevations of all buildings and structures to be erected on the Project site and shall establish sufficient lines and grades for the construction of associated work. Contractor shall certify as to the actual location of the constructed facilities in relation to property lines, building lines, easements, and other restrictive boundaries. Contractor shall establish the building grades, lines, levels, column, wall, and partition lines required by the various Subcontractors in laying out their work.

4.3 Labor and Materials

4.3.1 Contractor shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, insurance, taxes, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether incorporated or to be incorporated in the Work. Contractor shall be responsible, at its sole cost and expense, for the cost of hook-up of temporary systems to existing systems, distribution of utilities from existing systems to all areas of the Work, and disconnection of temporary systems at completion of the Work. Contractor must obtain advance written approval from Owner for any tie-ins to, and disconnections from, existing Owner systems.

4.3.2 Owner may, in writing, require Contractor to remove from the Project any employee or Subcontractor or employee of a Subcontractor that Owner deems incompetent, careless, or uncooperative and may require Contractor to replace any such person with suitable personnel. Contractor shall always enforce strict discipline and good order among its employees and Subcontractors and shall not employ on the Project any unfit person or anyone not skilled in the task assigned to him. All Work required under the Contract Documents shall be performed in a competent and professional manner. Contractor shall develop and administer an effective labor relations program for the Project and Contractor shall employ, and require its Subcontractors and Sub-Subcontractors to employ, only compatible labor. In its labor analysis, Contractor shall take into consideration scheduled work by Owner with the objective of eliminating strikes, picketing, hand billing and other similar activities which would disrupt the Project.

4.3.3 All…