DESIGN-BUILD CONTRACT

For ____________________________

BETWEEN

THE GEORGIA TRANSPORTATION EFFICIENCY AUTHORITY

AND

DESIGN-BUILD CONTRACT

THIS DESIGN-BUILD CONTRACT (“Contract”) is made and entered into as of the ______ day of _______, 202__ (“Effective Date”), between the GEORGIA TRANSPORTATION EFFICIENCY AUTHORITY, a body corporate and politic and an instrumentality and public corporation of the State of Georgia (“GTEA”), and insert Contractor name authorized to do business in the state of Georgia (the “Contractor”). GTEA and Contractor may be referred to individually, as “Party” or collectively, as “Parties.”

WHEREAS, pursuant to O.C.G.A. §50-39-11(a)(3), GTEA is authorized to contract for all Work that in the judgment of GTEA is necessary for completion of the design and construction of the Project under the Contract Documents and includes, without limitation, all plant, labor, Materials, Equipment, systems, taxes, insurance, bonds, services and other facilities, installation, testing, operations and maintenance and other things necessary or proper for or incidental to the carrying out and completion of the terms of the Contract Documents.

WHEREAS, GTEA desires to engage a qualified and experienced contractor to furnish and deliver all Materials and perform all Work as more fully described in GTEA Solicitation RFP No. ________, and this Contract;

WHEREAS, the Contractor has represented to GTEA that it is experienced and qualified and willing to provide all of the labor, Materials, and expertise needed to successfully provide the Work as described in the RFP;

WHEREAS, GTEA has relied upon such representations and selected the Contractor to furnish the Work; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Recitals. The recitals set forth above are true and correct and are incorporated into the Contract.

2. Definitions. Certain capitalized terms used herein shall have the meanings assigned to them as set forth in Exhibit

A (Definitions) to this Contract. Other capitalized terms used but not defined in the Contract have the respective meanings set forth in the RFP.

3. Incorporation and Priority of Contract Documents. The RFP, including the Construction Documents, the Plans, the Special Provisions, the Standard Specifications, Supplemental Specifications, and the Contractor’s Proposal, are all integral parts of this Contract and are incorporated herein by reference. The RFP, the Plans, the Special Provisions, the Contractor’s Proposal, the Standard Specifications, the Supplemental Specifications, and this Contract (including all Change Orders, Amendments, documents and exhibits referenced in this Contract) shall be collectively referred to as the “Contract Documents.” In the event of a conflict among the Contract Documents the following order of precedence applies:

1. Amendments to the Contract

2. The Contract

3. The RFP

4. The Plans

5. The Special Provisions

6. The Supplemental Specifications

7. The Standard Specifications

8. the Contractor’s Proposal

In the event of any conflict, ambiguity or inconsistency between or among any Contract Documents having the same order of precedence, the more stringent standard will prevail. However, where a lower priority document contains additional or supplemental details, those additional details shall take precedence except where they irreconcilably conflict with a higher priority document.

In the event of a conflict among the Construction Documents, GTEA retains sole discretion to determine which provision applies and the Contractor is obliged to request in writing GTEA’s determination of the order of precedence if it becomes aware of any such conflict.

In the case of the Construction Documents, the Work shall not be governed solely by the manuals and guidelines listed in the Contract Documents and it is the Contractor’s responsibility to locate and utilize the most current edition at the time of the RFP advertisement.

If the Contractor’s Proposal includes statements, offers, terms, concepts or designs that can reasonably be interpreted as offers to (i) provide higher quality items than otherwise required by the other Contract Documents or (ii) perform services or meet standards in addition to or better than those otherwise required, or (iii) otherwise contains terms or designs which are more advantageous to GTEA than the requirements of the other Contract Documents, as reasonably determined by GTEA, then Contractor’s obligations under the Contract Documents include compliance with all such statements, offers, terms, concepts and designs.

4. Contractor’s General Responsibilities. In addition to the obligations of Contractor listed elsewhere in the Contract Documents, Contractor’s responsibilities include:

4.1 Mitigation of Delay. Use commercially reasonable efforts to mitigate delay to the construction of the Project and mitigate damages due to delay in all circumstances, to the extent possible, including by re-sequencing, reallocating, or redeploying Contractor’s and its subcontractors’ forces to other Work, as appropriate.

4.2 Requests from Other Government Entities. Furnish to the appropriate Governmental Entities information required to be furnished by GTEA and related to the Work or the Project pursuant to the Laws.

4.3 Project Delivery. Contractor shall construct the Project in accordance with the Contract Documents and the Construction Documents and complete the Project according to the milestones and completion dates set forth in the RFP.

4.4 Progress Reports and Information. When required, the Contractor shall submit to GTEA such schedule of quantities and costs, payrolls, bills, vouchers, correct copies of all subcontracts, statements, reports, correct copies of all agreements, correspondence, and written transactions with the surety on the performance bond that have any relevance to the Work, estimates, records, and other data as GTEA may request that concerns the Work performed or to be performed under this Contract. When requested by GTEA, the Contractor shall give GTEA prompt access to its records relating to the foregoing. To the extent applicable, the above reports shall include (a) written notice of dates by which specified Work will have been completed, (b) written notice of dates by which nonconforming Work will be made good, (c) written notice that nonconforming Work has been made good, (d) written notice as to the date or dates by which Work that has not been performed as required by the Schedule shall have been brought into conformity with the Schedule, (e) date by which any undisputed claim of Contractor Parties shall have been paid, (f) written advice regarding the nature and amount of any disputed claim of Contractor Parties, and (g) information regarding Work performed under Change Orders.

4.5 FTA Mandated Clauses. Contractor shall comply with the FTA mandated terms set forth in Exhibit B (FTA

Clauses) and shall compensate its employees and subcontractors according to the Davis Bacon Wages for the applicable county as set forth in Exhibit F (Davis Bacon Wages).

4.6 Cooperation. Contractor shall coordinate and cooperate, and require its Contractor Parties to coordinate and cooperate, with GTEA and the Designated Representatives to facilitate the full, efficient, effective and timely performance of all such inspection, sampling, measuring, testing, reporting, auditing, other oversight functions and all other aspects of the Work, as applicable. Contractor shall cause its representatives, Contractor Parties, as applicable, and other Project staff to be available at all reasonable times for consultation with GTEA. The Parties and their representatives on the Project shall work as a project team to effect the commencement of and completion of construction in accordance with the Schedule, and to achieve Project Acceptance. Each team member shall communicate with all other team members to assure overall coordination, cooperation, and efficiency.

4.6.1 With GTEA and Designated Representatives. GTEA shall be entitled to full and prompt cooperation of the Contractor in all aspects of the Work. Contractor will respond to GTEA’s requests for information or other requests for which Contractor’s input is needed within the timeframe reasonably requested by GTEA.

4.6.2 With Other Third Parties. Contractor is required to cooperate, as applicable, with other subcontractors and suppliers, utility companies, other Government Entities, and all other entities required to perform Work on the Project or otherwise responsible for oversight, supervising, inspecting or performing any part of the Project.

4.6.3 Between Contractors. GTEA reserves the right to contract for and perform other or additional Work on or near the Project. When separate contracts are let within the limits of the Project, Contractor shall conduct his Work so as not to interfere with or hinder the progress of completion of the Work being performed by other contractors. Contractor shall cooperate with other contractors as directed by GTEA or its Designated Representative. The Contractor shall arrange his Work and shall place and dispose of the Materials being used so as not to interfere with the operations of the other contractors within the limits of the Project. The Contractor shall join his Work with that of the others in an acceptable manner and shall perform it in proper sequence to that of the others.

4.6.4 Performance of Work Directed by GTEA Only. Notwithstanding any provision to the contrary, Contractor shall only take direction from GTEA or the Designated Representative regarding any and all aspects of the Work. No other party has the authority to amend or change any aspect of the Project or otherwise direct Contractor with regard to any and all aspects of the Work.

4.7 Comply with the Specifications. Specific provisions of the Standard Specifications are listed in this Contract for the Contractor to follow; however, the Contractor is still required to comply with all other provisions of the Standard Specifications, Supplemental Specifications and Special Provisions applicable to the Work to the extent they do not contradict provisions of the Contract Documents with a higher priority in the order of precedence.

5. Public Convenience. Contractor shall comply with section 107.07 of the Standard Specifications.

6. Load Restrictions. The Contractor shall comply with section 107.14 of the Standard Specifications.

7. Contractor Personnel.

7.1 Character of Workers, Methods and Equipment. The Contractor shall comply with section 108.05 of the

Standard Specifications

7.2 Immigration Act. Contractor and its subcontractors shall comply with the Georgia Immigration &

Compliance Act (“Immigration Act”), O.C.G.A. § 13-10-90, et seq. Contractor must certify compliance with the Immigration Act using the form attached as Offer Document #7 to the RFP. The required certificates and affidavits must be filed with GTEA and copies maintained by Contractor and each of the Contractor Parties as of the Effective Date. State officials, including officials of the Georgia Department of Labor and GTEA, retain the right to inspect and audit the Project and employment records of Contractor and its subcontractors without notice during normal working hours until the Work under the applicable Project is complete, and as otherwise specified by Law.

8. Manner of Performance. The Contractor shall do all the work and furnish all the materials, equipment, supplies and labor necessary to carry out this Contract in the manner and to the full extent as set forth in the RFP, Construction Documents, and the Proposal, under security as set forth in the attached bond, and to the satisfaction of the duly authorized representatives of GTEA, who shall have at all times full opportunity to inspect the materials to be furnished and the work to be performed under this Contract.

8.1 Notice to Proceed. The performance time will begin with the issuance of a Notice to Proceed, which shall be in writing and signed by GTEA or its Designated Representative.

8.2 Plans and Specifications. All Work furnished shall be in conformity with the lines, grades, grading sections, cross sections, dimensions, material requirements, and testing requirements that are specified (including specified tolerances) in the Contract Documents and the Construction Documents. If GTEA finds the Materials furnished, Work performed, or the finished product not within conformity with the Contract Documents and the Construction Documents but that the portion of the Work affected will, in GTEA’s opinion, result in a finished product having a level of safety, economy, durability, and workmanship acceptable to GTEA, GTEA will advise Contractor. In this event, GTEA will execute a Change Order to reflect a corresponding reduction in the Contract price for the affected portion of the Work. If GTEA finds the Work, or the finished product are not in conformity with the Construction Documents and have resulted in an unacceptable finished product, the affected Work shall immediately be removed and replaced or otherwise corrected by and at the expense of the Contractor in accordance with GTEA 's written orders.

8.3 Plans on Site. The Contractor shall have available at the Project Site at all times one copy each of all

Specifications, Plans, drawings, addenda, modifications, and shop drawings in good order and annotated currently to show all changes made during the construction process. These shall be available to GTEA and the Designated Representative of GTEA for review of record information thereon each month prior to approval of monthly application for payment and shall be delivered to GTEA upon completion of the Project. Record information shall include but not be limited to record dimensions, finished pavement grades, finished elevation of structures, record inverts, etc.

8.4 Notice of Commencement. The Contractor shall, in accordance with O.C.G.A. § 44-14-361.1, properly record and post a Notice of Commencement for the construction of the Work, and shall promptly deliver a stamped recorded copy of such Notice of Commencement to GTEA and shall otherwise comply with the requirements of Georgia’s lien laws.

9. Pre-Construction Phase.

9.1 Preconstruction Conference. After the award of the Contract and prior to the issuance of the Notice to

Proceed, a pre-construction conference will be held to discuss the following topics and/or additional items as needed:

9.1.1 Introductions. Meet other personnel on the Project and become familiar with their areas of responsibility and extent of authority, and to establish a working understanding between the Parties involved in the Project.

9.1.2 Responsibilities. Establish responsibilities on the Project level and permit any necessary discussion of matters pertaining to the order of Work, the Construction Documents, traffic control, erosion control, material sources, disposal sites, safety plans, placement of traffic control barricades, Contractor staging areas, access points, utility service adjustments or other items that may affect the Project.

9.1.3 Procedures. Establish procedures for handling shop drawings, Contractor submittals, and procedures for processing applications for payment that may not already be addressed in the Contract Documents.

9.1.4 Technical Requirements. Review the Contract Documents, establish progress of Work schedules, and discuss Construction Documents as needed.

The preconstruction conference should be scheduled no later than five (5) Business Days after NTP, to be held at either GTEA’s offices or at the Site, and include, but not be limited to, representatives of the following organizations: GTEA, GTEA’s Designated Representatives, the Contractor, the Superintendent, major sub-contractors, major material suppliers, utility companies as needed, and other affected organizations as required.

9.2 Preconstruction Activities. The following shall be provided to GTEA two (2) Business Days before the preconstruction conference:

9.2.1 Schedule. The Contractor shall submit the Schedule for review by the Designated Representative and approval by GTEA. The Schedule shall be based upon the schedule provided in the RFP. The Schedule shall be prepared using a Critical Path Method process, showing dates for the delivery of Materials or Equipment requiring long lead-time procurement, and the proposed Project Acceptance Date. It should also include a Process Schedule Chart (“PSC”) or Gantt chart, showing the dates for commencement and completion of the Work required by the Contract Documents, including a Work Breakdown Structure (“WBS”) showing coordination and sequencing of all disciplines, as well as coordination of the various subdivisions of the Work within the Contract Documents. Milestones must be clearly indicated and sequentially organized to identify the Critical Path of the Project. The Schedule shall have the minimum number of activities required to adequately represent to GTEA the complete scope of Work and define the Project's Critical Path and associated activities. Once approved by GTEA, the Parties shall comply with the Schedule. The Contractor must provide the Designated Representative with weekly updates of the Schedule indicating completed activities and any changes in sequencing or activity durations, including approved change orders. However, no changes in milestone dates are to be made without written consent of GTEA which includes approved change orders. If the Contractor falls behind the submitted schedule, the Contractor shall, upon GTEA or its Designated Representative's request, submit a revised schedule for completion of the Work within the Contract time and modify his operations to provide such additional materials, Equipment, and labor necessary to meet the revised schedule. Should the prosecution of the Work be discontinued for any reason, the Contractor shall notify GTEA or its Designated Representative's at least twenty-four (24) hours in advance of resuming operations. The Contractor shall not commence any Work prior to the date set forth in the Notice to Proceed.

9.2.2 Construction Management Plan. Contractor shall prepare and furnish to GTEA a thorough and complete plan for the management of the Project from issuance of the Notice to Proceed through Project Acceptance. Such plan shall include, without limitation, an estimate of the manpower requirements for each trade and the anticipated availability of such manpower, a schedule prepared using the critical path method that will amplify and support the Schedule. The Contractor shall include in his plan the names and resumes of the Superintendent, Project Manager and the person in charge of safety.

9.2.3 Safety Program. The Contractor shall provide and maintain adequate safety measures. The

Contractor shall prepare and furnish to GTEA a specific safety program for the Work for the Project Site. The Contractor shall establish and require all Contractor Parties to establish reasonable safety programs. The specific safety program must include but is not limited to (1) identification of all vulnerabilities and known hazards anticipated to be used for the Work, (2) categorization of the hazards and vulnerabilities as to their potential severity and probability of occurrence, (3) analysis of the vulnerabilities and hazards for potential impact, and (4) prescribed resolution of the vulnerabilities and hazards by design, engineered features, warning devices, procedures, and training, or other methods. The Contractor shall also submit to the Designated Representative and GTEA its monthly safety reports, that lists detailed safety incidents (what, who, where, when, how) encountered in the previous month, the course of actions taken to resolve them, and the measures taken to prevent them from happening again. A month without a safety incident shall be reported as such. No imposition of responsibility on the Contractor for safety under this Contract shall relieve any Contractor Party of its responsibility for safety of persons or property on or near the Project Site. The Contractor shall include in his plan the names of the person(s) in charge of Safety.

9.2.4 Quality Control. Contractor shall prepare and furnish to GTEA a written quality control program more specifically described in Section 10 (Quality Control Program) (the “Quality Control Program”), if that section applies to this Contract.

10. Quality Control Program. This Section applies to this Contract only if this box is checked (major construction projects on the capital improvement plan): ☒ .

The Quality Control Program shall address in detail the steps the Contractor will take to ensure quality and will include, without limitation, those personnel, in addition to the Superintendent, who will provide review, testing and verification of the proper installation of the Work. Each Contractor Party having responsibility for more than $50,000 of the Contract cost shall be addressed in the program. The written program shall include affidavits from each of the involved Contractor Parties acknowledging their responsibilities under the Contract Documents in general and the quality control program specifically. This Quality Control Program shall ensure conformance to applicable specifications and plans with respect to Materials, workmanship, construction, finish, and functional performance. The Quality Control Program shall be effective for control of all construction Work performed under this Contract and shall specifically include surveillance and tests required by the technical specifications, in addition to other requirements of this section and any other activities deemed necessary by the Contractor to establish an effective level of quality control. The Quality Control Program shall be organized to address, as minimum, the following items:

• Quality control organization;

• Project progress Schedule;

• Submittal schedule;

• Inspection requirements;

• Quality control testing plan;

• Documentation of quality control activities; and

• Requirements for corrective action when quality control and/or acceptance criteria are not met.

10.1 Quality Control Records. The Contractor shall maintain current quality control records of all inspections and tests performed. These records shall include factual evidence that the required inspections or tests have been performed, including type and number of inspections or tests involved; results of inspections or tests; nature of defects, deviations, causes for rejection, etc.; proposed remedial action; and corrective actions taken. These records must cover both conforming and deficient features and must include a statement that all supplies and Materials incorporated in the Work are in full compliance with the terms of the Contract. Legible copies of these records shall be furnished to the Designated Representative daily.

The records shall cover all Work placed subsequent to the previously furnished records and shall be verified and signed by the Superintendent. Specific Contractor quality control records required for the Contract shall include, but are not necessarily limited to, the following records:

10.1.1 Daily Inspection Reports. Each Contractor quality control technician shall maintain a daily log of all inspections performed for both Contractor and subcontractor operations on a form acceptable to the Designated Representative. The daily inspection reports shall identify inspections conducted, results of inspections, location and nature of defects found, causes for rejection, and remedial or corrective actions taken or proposed. The daily inspection reports shall be signed by the responsible quality control technician and the Superintendent. The Designated Representative shall be provided with at least one copy of each daily inspection report on the Work day following the day of record. These technician's daily reports shall provide factual evidence that continues quality control inspections have been performed and shall, as a minimum, include the following:

• Technical specification item number and description;

• Compliance with approved submittal;

• Proper storage of Materials and Equipment;

• Proper operation of all Equipment;

• Adherence to plans and technical specifications;

• Review of quality control tests; and

• Safety inspection.

10.1.2 Daily Test Reports. The Contractor shall be responsible for establishing a system which will record all quality control test results. Daily test reports shall document the following information:

• Technical specification item number and description;

• Test designation;

• Location;

• Date of test;

• Control requirements;

• Test results;

• Causes for rejection;

• Recommended remedial actions; and

• Retests.

Test results from each day's Work period shall be submitted to the Designated Representative prior to the start of the next day's Work period. When required by the technical specifications, the Contractor shall maintain statistical quality control charts. The daily test reports shall be signed by the responsible quality control technician and the Superintendent.

10.1.3 Corrective Action. The Quality Control Program shall indicate the appropriate action to be taken when a process is deemed, or believed, to be out of control (out of tolerance) and detail what action will be taken to bring the process into control. The requirements for corrective action shall include both general requirements for operation of the Quality Control Program as a whole, and for individual items of Work contained in the technical specifications. The Quality Control Program shall detail how the results of quality control inspections and tests will be used for determining the need for corrective action and shall contain clear sets of rules to gauge when a process is out of control and the type of correction to be taken to regain process control. The requirements for corrective action shall be linked to the control charts.

10.1.4 Additional Elements. The Contractor shall add any additional elements to the Quality Control Program necessary to adequately control all production and/or construction process required by the Contract Documents.

10.1.5 Designated Representative Oversight. All items of Material, Fixtures and Equipment shall be subject to inspection by a Designated Representative at the point of production, manufacture or shipment to determine if the Contractor, producer, manufacturer or shipper maintains an adequate quality control system in conformance with the requirements detailed herein and the applicable technical specifications and plans. In addition, all items of Materials, Fixtures, Equipment and Work in place shall be subject to surveillance by the Designated Representative at the site for the same purpose. Surveillance by the Designated Representative does not relieve the Contractor of performing quality control inspections of either on-site of off-site Contractor's or subcontractor's Work.

10.1.6 Noncompliance. The Designated Representative will notify the Contractor of any noncompliance with any of the foregoing requirements. The Contractor shall, after receipt of such notice, immediately take corrective action. Any notice, when delivered by the Designated Representative or his/her authorized representative to the Contractor or his/her authorized representative at the site of Work, shall be considered sufficient notice. In cases where quality control activities do not comply with either the Contractor's Quality Control Program or the Contract provisions, or where the Contractor fails to properly operate and maintain an effective Quality Control Program, as determined by the Designated Representative, the Designated Representative may:

10.1.6.1 Order the Contractor to replace ineffective or unqualified quality control personnel or subcontractors.

10.1.6.2 Order the Contractor to stop operations until appropriate corrective actions are taken.

11. Project Meetings. In addition to the preconstruction conference meeting detailed in Section 9.1, Contractor shall participate in the meetings set forth in this Section.

11.1 Project Progress Meetings. Contractor shall participate in all Project progress meetings, as needed or as otherwise requested by GTEA to review, discuss and resolve matters relating to coordination, services, quality control, performance, payment and other matters arising under the Contract Documents. The Parties shall schedule all meetings at on-site at GTEA’s offices unless the Parties mutually agree otherwise.

Additional meetings shall be held as often as GTEA determines.

11.2 Other Internal Project Meetings. Contractor shall also participate in any other meetings as requested by GTEA and/or the Designated Representative. The Parties shall cause their respective representatives to be available at all reasonable times (generally, during regular business hours) for consultation with one another.

12. Surveys, Permits, and Regulations. Contractor shall furnish all surveys unless otherwise specified. Permits and licenses of a temporary nature necessary for the prosecution of the Work shall be obtained and paid for by the

Contractor. The Contractor must pay any municipal or county occupational licenses, taxes, or fees, if any. The

Contractor shall give all notices and comply with all laws, ordinances, rules, and regulations bearing on the conduct of the Work. If the Contractor observes that the drawings or specifications are at variance with any such laws, ordinances, rules or regulations, he shall promptly notify GTEA in writing, and any necessary changes shall be adjusted as provided in the Contract for changes in the Work. If the Contractor performs any Work knowing it to be contrary to such laws, ordinances, rules or regulations without such notice to GTEA, he shall bear all costs arising therefrom. Nothing in this paragraph shall be construed to impose design responsibility on the Contractor except as noted in the Contract Documents.

13. Construction Documents. Contractor represents that it has reviewed, carefully examined, studied, and analyzed the Construction Documents. The Construction Documents shall include the items necessary for proper execution and full and final completion of the Work. The Contract Documents and Construction Documents are complementary, and what is required by one is as binding as if required by all. Performance by the Contractor is required to the extent consistent with and reasonably inferable from the Contract Documents as being necessary to produce the design intent as expressed in the Contract Documents. It is the Parties’ intention that the Contract Documents and Construction Documents include all labor and Materials, Equipment, and transportation necessary for the proper execution of the Work. It is not intended, however, that Materials or Work not covered by or properly inferable from any heading, branch, class, or trade of the specifications shall be supplied unless noted on the drawings.

13.1 Construction Document Conflicts. The following general principles shall govern the settlement of disputes that may arise over conflicts in the Construction Documents: (a) as between figures given on drawings and the scaled measurements, the figures shall govern; (b) as between large-scale drawings and small-scale drawings, the larger scale shall govern; and (c) as between the Contract and the Specifications, the requirements of the Contract shall govern. Conflicts noted shall be reported in writing to the Designated

Representative. The principles set forth herein shall not alter the provisions of Section 3 (Incorporation and Priority of Contract Documents).

Calculated dimensions will govern over scaled dimensions.

The Contractor shall take no advantage of any apparent error or omission in the Construction

Documents. In the event the Contractor discovers such an error or omission, Contractor shall immediately notify the Designated Representative. The Designated Representative will then make such corrections and interpretations as may be deemed necessary for fulfilling the intent of the Construction

Documents.

13.2 Ownership of Documentation. The drawings, Specifications and other documents prepared pursuant to the Contract Documents, are the property of GTEA, whether or not the Project for which they are made commences or completes construction. Neither the Contractor nor any Contractor Parties shall own or claim a copyright in such drawings, Specifications, and other similar or related documents; GTEA shall retain all common law, statutory, and other intellectual property rights with respect thereto.

14. Safety Precautions. The Contractor shall be solely responsible for security against theft of and damage to all tools, Equipment and Fixtures of every kind and nature used in connection with the Work, regardless of by whom owned.

The Contractor shall also be solely and completely responsible for the safety of all Persons and property in any way related to the Work and comply with the rules and regulations of OSHA and any other Governmental Entity responsible for safety of labor, the Work performed in, on or about the Project, and/or Work performed at any other Work site related to the Project. The Contractor alone shall be responsible for the safety, efficiency, and adequacy of its plant, appliances, and methods, and for any damage which may result from their improper construction, maintenance, or operations. The Contractor shall erect and properly maintain at all times, as required by the conditions and progress of the Work, proper safeguards for the protection of workmen and the public and shall post danger warnings against any hazards created by Contractor’s operations.

14.1 Emergencies. In an emergency affecting the safety of persons or property or the Work or of adjoining property, the Contractor shall take all precautions to prevent imminent damage, injury, or loss.

14.2 Remedy Damages. The Contractor shall promptly remedy damages and loss to any real or personal property caused by the Contractor or Contractor Parties at no additional cost to GTEA.

14.3 Written Programs. Contractor shall have written environmental, quality control, crisis/emergency management, health and safety programs in place with a designated and qualified coordinator as the point of contact during the Project. Such plans shall be on the Site and the superintendent, Contractor and Contractor Parties shall be familiar with and utilize such programs.

14.4 Sanitary Conditions. The Contractor shall provide and maintain in a neat, sanitary condition such accommodations for the use of his employees as may be necessary to comply with the requirements of the state and local Board of Health, or of other bodies or tribunals having jurisdiction.

14.5 Incident and Damage Reporting Requirements.

14.5.1 Notify the Designated Representative immediately by phone of any incident or accident that involves the Contractor while fulfilling this Contract.

14.5.2 Submit a written report to the Designated Representative within forty-eight (48) working hours after the incident or accident. Describe in full what occurred. Provide the names of those involved with their contact phone numbers and the extent of injury and damages.

14.5.3 Employees shall carry business cards that have the name, address, and phone number of the Contractor upon request of individuals involved I nan incident or accident.

14.5.4 If vegetation removal operations cause damage to roadside obstacles, damage to other existing vegetation that is meant to remain in place, or damage to private property (including ground disturbance), repair or replace the damaged item with a like item at the Contractor’s expense.

Contractor is responsible for any damage and subsequent repair and replacement that occurs off the Site, including damage to underground utilities.

14.5.5 The Contractor will be financially responsible for any repair or replacement cost (including material and labor costs) for any damaged drainage or appurtenant structures caused by the Contractor while performing the Work. Any expenses incurred by GTEA, directly or indirectly that are related to damages caused by the Contractor will be charged to the Contractor and deducted from monies due or to become due to the Contractor.

15. Site Conditions.

15.1 Site Investigation. Contractor has carefully and thoroughly visited and reviewed the Site conditions on and adjacent to where the Project is located. Contractor is satisfied as to all conditions that may affect cost, progress, performance or furnishing of the Work. Contractor agrees that the conditions on the Project are sufficient and no changes need to be made for Contractor to perform completely and fully the Work as set forth in the Contract Documents. Contractor has taken into account local conditions and observed conditions that affect the Project, the Work, or the cost thereof; investigated the labor situation related to the Project; reviewed the required time of completion, and other relevant matters; and has taken these into consideration in submitting its proposal. The apparent silence of any specification as to any detail, or the apparent omission of detailed description concerning any point, shall be interpreted to mean that only the best commercial practice is to prevail and only material and workmanship of the first quality may be used.

15.2 Differing Site Conditions. Contractor shall not proceed with performing Work or otherwise shall halt affected Work in progress upon discovering (a) subsurface or latent physical conditions at the Project site which differ materially from those indicated in the Construction Documents, or (b) unknown physical conditions at the Project site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in Work of the character provided for in the Contract Documents or Construction Documents to the extent that such Work may impact, interfere with or otherwise hinder Contractor’s performance or quality of the Work. Immediately upon discovering any of the conditions described in this Section but no later than two (2) Business Days after such discovery, Contractor shall immediately and in writing notify Designated Representative. GTEA shall investigate the site conditions promptly after receiving Contractor’s notice. If the conditions do materially differ and as a direct result such materially changed conditions cause an increase or decrease in the Contractor’ cost of, or the time required for, performing any part of the Work, an equitable adjustment shall be made pursuant to this Section and the Contract shall be modified in writing accordingly. No request by the Contractor for an adjustment to the Contract price or for an extension of time under this clause shall be allowed, unless the Contractor had given the written notice required in this Section.

16. Inspection. All Materials and each part or detail of the Work shall be subject to inspection by GTEA to assess compliance with the Contract Documents and Construction Documents. GTEA or its Designated Representatives shall not review any Work in respect to safety. Designated Representatives will determine in the first instance all questions of any nature whatsoever arising out of, under, in connection with, or in any way related to or on account of, the Contract Documents or the construction methods. Decisions made by GTEA or its Designated Representative shall be binding, subject only to Section 29 (Dispute Resolution) of this Contract. GTEA or its Designated Representative shall be allowed access to all parts of the Work and shall be furnished with such information and assistance by the Contractor as is required to make a complete and detailed observation. If GTEA or its Designated Representative requests it, the Contractor, at any time before acceptance of the Work, shall remove or uncover such portions of the finished Work as may be directed. After examination, the Contractor shall restore said portions of the Work to the standard required by Specifications. Should the Work thus exposed or examined prove acceptable, the uncovering, or removing, and the replacing of the covering or making good of the parts removed will be paid for under a Change Order; but should the Work so exposed or examined prove unacceptable, the uncovering, or removing, and the replacing of the covering or making good of the parts removed will be at the Contractor's expense. Any Work done or Materials used without supervision or inspection by a Designated Representative may be ordered removed and replaced at the Contractor's expense unless GTEA's representative failed to inspect after having been given notice in writing at least 24 hours prior to the start of the Work that was to be performed. Should the Work include relocation, adjustment, or any other modification to existing facilities, not the property of the GTEA, authorized representatives of the owners of such facilities shall have the right to inspect such Work. Such inspection shall in no sense make any facility owner a party to the Contract and shall in no way interfere with the rights of the parties to this Contract.

16.1 Inspection Does Not Relieve Contractor. GTEA shall, at all times, have the right to conduct the monitoring, reviewing, inspection, testing, reporting, auditing and other oversight functions set forth in the Contract Documents. Notwithstanding GTEA’s rights in the preceding sentence, the Contractor is responsibility for furnishing all services, labor, supplies, and Materials for the entire Work in accordance with the Contract Documents. No provisions of this Section nor any inspection of the Work by GTEA or GTEA Designated Representatives shall in any way diminish, relieve, or alter said responsibility and undertaking of the Contractor. Neither shall the omission of any of the foregoing to discover or to bring to the attention of the Contractor the existence of any Work or Materials injured or done not in accordance with said Contract Documents in any way diminish, relieve, or alter such obligation of the Contractor nor shall the aforesaid omission diminish or alter the rights or remedies of GTEA as set forth in the Contract Documents. Any and all Work that does not conform to the requirements of the Contract Documents and Construction Documents will be considered unacceptable.

16.2 Failure to Pass any Testing. If Contractor fails in whole or in part any test required by the Contract Documents, then GTEA shall withhold approval and any associated payments due until the completion of any and all corrective action and the successful completion of any and all retests, and in the event of any re-testing, Contractor shall pay for (a) the costs of GTEA employees to participate in and to attend each re-testing, (b) the consulting fees and the costs of GTEA consultants to participate in and to attend, and

(c) all of Contractor’s costs and fees. Contractor shall make payment to GTEA for these expenses within thirty (30) Days of Contractor’s receipt of an invoice from GTEA listing such expenses.

16.3 Limitations on Contractor’s Right to Rely. No review, comment, objection, rejection, approval, disapproval, acceptance, certification (including certificates of acceptance and Project Acceptance), concurrence, monitoring, testing, inspection, spot checking, auditing or other oversight by or on behalf of GTEA or GTEA Designated Representatives, and no lack thereof by GTEA, or their representatives or agents, shall constitute acceptance of Materials or Work or waiver of any legal or equitable right under the Contract, at Law, or in equity. GTEA shall be entitled to remedies for unapproved deviations and nonconforming Work and to identify additional Work which must be done to bring the Work and Project into compliance with the requirements of the Contract Documents, regardless of whether previous review, comment, objection, rejection, approval, disapproval, acceptance, certification, concurrence, monitoring, testing, inspection, spot checking, auditing or other oversight were conducted or given by GTEA, or its Designated Representatives. Regardless of any such activity or failure to conduct any such activity by GTEA or Designated Representatives, Contractor at all times shall have an independent duty and obligation to fulfill the requirements of the Contract Documents. Any approval by GTEA shall not be deemed to relieve or otherwise waive any of the Contractor’s obligations or requirements under the Contract Documents, unless the same is the subject matter of an Amendment, and in no case shall such approval or Amendment be deemed a waiver of any applicable rule, regulation or Law. Contractor agrees and acknowledges that any such activity or failure to conduct any such activity by GTEA or the Designated Representative:

16.3.1 is solely for the benefit and protection of GTEA;

16.3.2 does not relieve Contractor of its responsibility for the selection and the competent performance of all Contractor Parties;

16.3.3 does not create or impose upon GTEA any duty or obligation toward Contractor to cause it to fulfill the requirements of the Contract Documents;

16.3.4 shall not be deemed or construed as any kind of warranty, express or implied, by GTEA;

16.3.5 may not be relied upon by Contractor or used as evidence in determining whether Contractor has fulfilled the requirements of the Contract Documents; and

16.3.6 may not be asserted by Contractor against GTEA as a defense, legal or equitable, to, or as a waiver of or relief from, Contractor’s obligation to fulfill the requirements of the Contract

16.4 Substantial Completion. The Work will not be completed until all Work provided for and contemplated by the Contract is found completed and accepted by GTEA in accordance with the Contract Documents so that GTEA and the public can safely occupy and utilize the Project for its intended use (“Substantial

Completion”). The Work shall be complete except for Punch List items. Contractor shall provide written notice to GTEA when Contractor believes it has achieved Substantial Completion and request an inspection by GTEA. Within three (3) Business Days of GTEA’s receipt of Contractor’s written notice, GTEA will advise Contractor in a written notice of decision that it will perform the inspection or why GTEA does not believe the Project is ready for inspection. If the Project is not ready for inspection, Contractor will perform the Work needed before Contractor makes another written request for inspection to GTEA. If the Project is ready for inspection, GTEA will perform the inspection within five (5) Business Days of GTEA’s notice of decision and notify the Contractor whether Contractor achieved Substantial Completion. GTEA’s conclusion that Contractor achieved Substantial Completion, however, shall not preclude or stop GTEA from correcting any measurement, estimate, or certificate made before or after completion of the Work, nor shall GTEA be precluded or stopped from recovering from the Contractor or his surety, or both, such overpayment as may be sustained, or by failure on the part of the Contractor to fulfill his obligations under the Contract. If all Work provided for and contemplated by the Contract is found completed to GTEA’s satisfaction and all documents required in connection with the Project have been submitted by the

Contractor to GTEA, GTEA will notify the Contractor that it has achieved Substantial Completion and provide the Contractor with a written Punch List that includes the necessary instructions for correction of

Work. The Punch List will also include any remaining Work to be completed and any final reports and other documentation required to be submitted by the Contractor. The Contractor shall immediately comply with and execute such instructions.

16.4.1 As-Built Documents. Prior to Substantial Completion, the Contractor shall provide one complete set of Marked-Up Documents to GTEA. The Marked-Up Documents shall consist of the

Construction Documents annotated and changed to reflect the as-built condition of the Project, including all Change Orders, field instructions, answers to RFP's, clarifications, sketches, delegated contractor design drawings and locations of utilities and other hidden elements.

16.4.2 Copies to GTEA. Upon GTEA's request, the Contractor shall furnish GTEA with copies of all Project related correspondence, letters of transmittal, etc.

16.5 Project Acceptance. Contractor shall provide written notice to GTEA when Contractor believes it has achieved Substantial Completion of the Work, including Punch List items, and request a final inspection by GTEA. Within three (3) Business Days of GTEA’s receipt of Contractor’s written notice, GTEA will advise Contractor in a written notice of decision that it will perform the inspection or why GTEA does not believe the Project is ready for a final inspection. If the Project is not ready for final inspection, Contractor will perform the Work needed before Contractor makes another written request for final inspection to GTEA.

If the Project is ready for final inspection, GTEA will perform the final inspection within three (3) Business Days of GTEA’s notice of decision. GTEA shall notify the Contractor in writing of Project Acceptance as of the date of the final inspection. If, however, the review discloses any Work, in whole or in part, as being unsatisfactory, GTEA will give the Contractor the necessary instructions for correction of same and the Contractor shall immediately comply with and execute such instructions. Upon correction of the Work, another inspection will be made which shall constitute the final inspection, provided the Work has been satisfactorily completed. In such event, GTEA will notify the Contractor in writing of Project Acceptance as of the date of successful final inspection.

17. Construction.

17.1 Materials. The Contractor shall comply with…