Attachment B1 CM-GC -General Conditions.pdf

Commonwealth of Kentucky Revised January 1, 2016

General Conditions – Construction Manager/ General Contractor Page 1

FINANCE AND ADMINISTRATION CABINET

DEPARTMENT FOR FACILITIES MANAGEMENT

DVISION OF ENGINEERING AND CONTRACT ADMINISTRATION

GENERAL CONDITIONS of the Contract for Construction – Construction Manager/ General Contractor

These General Conditions of the Contract for Construction – Construction Manager / General Contractor have been implemented by the Kentucky Division of Engineering and Contract Administration for the purpose of delineating the provisions of the Contract for Construction when the Commonwealth has entered into a Contact with a Construction Manager/ General Contractor to accomplish a Capital Construction Project. The Document as a whole outlines the primary obligations and basic expectations for each entity involved in the Project.

These General Conditions apply to each section of the specifications and to the Contract Documents as a whole and are binding upon the Contractor and all Subcontractors as each are subject to the provisions contained herein.

These General Conditions are intended to define and establish certain definitions, procedures, rules and provisions of the Contract governing the operation so that the Work may be continued and be completed in an orderly, expeditious and workmanlike manner.

These General Conditions, together with the specifications and Contract Documents, shall further establish the standards of material and workmanship for the Work.

Specific Project requirements may alter the provisions indicated herein where strict adherence to the provisions of this document are not warranted or applicable. The Special Conditions and Supplemental Conditions contained in the Contract Documents, if present, modify and take precedence over the provisions of these General Conditions for this specific Project.

These General Conditions are based on and are consistent with the specific Kentucky Revised Statues passed by the Kentucky Legislature and signed into effect by the Governor;

specific Kentucky Administrative Regulations promulgated by State Agencies to enhance and clarify procedures that are authorized by a specific statute; specific Finance Cabinet Administrative Regulations; and the DECA Procedures Manual.

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Contents

Page Article Title

3 ‘1. Definitions of Terms

6 ‘2. Intent and Interpretation

8 ‘3. The Architect

12 ‘4. Construction Schedule

13 ‘5. Shop Drawings; Submittals

14 ‘6. Documents and Samples at the Site

15 ‘7. Contract Documents Property of Owner

15 ‘8. Supervision and Construction Procedures

17 ‘9. Labor, Material

20 ’10. Surveys, Permits, Fees, Notices, and Tests

21 ’11. Protection of Work, Property, Employees and Public

23 ‘12. Inspection of Work/ Defective or Incomplete Work / Special Inspections

25 ‘13. Royalties and Patents

26 ‘14. Changes in the Work/Change Orders

29 ’15 Project Records

29 ’16. Delays and Extensions of Time

32 ’17 Subcontractors / Trade Contractors

34 ’18. Payment

38 ’19. Completion

43 ’20. Correction of Work

44 ’21. Suspension of Work

45 ’22. Termination

47 ’23. Indemnification

47 ’24. Insurance

49 ’25. Performance and Payment Bonds

49 ’26. Claims by the Construction Manager/ General Contractor/Concealed Conditions/ Disputes

51 ’27 Liens

52 ’28 Assignments

52 ’29 Separate Contracts

52 ’30 Cash Allowances

53 ’31. Miscellaneous Provisions Regarding Construction Manager/ General Contractor’s Work

53 ’32 Other Miscellaneous Provisions

54 ’33 Prevailing Wage Law Requirements

55 ’34. Apprentices

55 ’35. Nondiscrimination in Employment

56 ‘36 Affirmative Action; Reporting Requirements

57 ’37 Access to Records

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Articles

‘1. Definitions of Terms

Wherever used in these General Conditions or in other Contract Documents, the following terms have the meaning indicated which are applicable to both the singular and plural thereof:

‘1.1 Addenda--Written or graphic instruments issued prior to the opening of Bids which clarify, correct or change the Bidding Requirements or the Contract Documents. An Addenda supersedes related provisions of the Contract Documents which are clarified, corrected or changed by the addenda.

‘1.2 Agency or Using Agency is the state government entity which utilizes the Work being contracted. The agency is a “client” of the Owner and advises the Owner of the needs, requirements and desires of the Agency related to the project. The Owner consults with the Agency on matter related to the Project. The Agency does not possess the legal authority of the Owner.

‘1.3 Architect or Consultant is the person or entity, either architect, engineer, or consultant, who is identified as such in the Contract Documents and on the drawings or any replacement architect, engineer, or consultant identified by the Owner. The A/E is a separate contractor and not an agent of the Owner. The term includes any associates or consultants employed by the A/E to assist in providing the A/E services.

‘1.4 Certification of Payment is the Owner’s Progress Payment Forms, DOA-24 and DOA-25.

All Payments made to the Construction Manager/ General Contractor under this contract shall be on the appropriate Owner’s Progress Payment Form.

‘1.5 Change Order means a written order to the Construction Manager/ General Contractor executed by the Owner and the Architect after execution of the Contract, directing a change in the Work and may include a change in the Contract Price or the Contract Completion Time, or any combination thereof. There shall be no authorized changes in the Work which affect either Contract Price or Contract Completion Time without a fully executed Change Order.

The Construction Manager/ General Contractor’s Construction Services fee is not adjusted by Change Orders to the work. The sum of all overhead and profit charged by Trade Contractors and subcontractors shall not exceed ten percent (10%) of the amount of the cost of the work.

‘1.6 Contract is the legal relationship, duties and obligations between the Owner and Construction Manager/ General Contractor as evidenced by the Contract Documents for the Project.

‘1.7 Contract Completion Time is the number of calendar days between the Date of Commencement and the dates set for Substantial Completion and Final Completion of the Work, including any adjustments thereto, all as established in the Contract between Owner and Construction Manager/ General Contractor.

‘1.8 Contract Documents include the Invitation for Bids, the Instructions to Bidders, the Payment and Performance Bonds, the General Conditions, the Special or Supplemental Conditions, the drawings, specifications, solicitation addenda, the Construction Manager/ General Contractor’s response to the solicitation, any written clarification of the response, the award document containing the Agreement between Owner and Construction Manager/ General Contractor, and modifications issued after execution of the Contract. Modifications include (1) Change Orders

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General Conditions – Construction Manager/ General Contractor Page 4 issued as provided in Article 14, and (2) Field Orders for minor changes in the work issued by the Architect as provided in Article 14. Documents not included or expressly contemplated in this Paragraph, 1.8, do not, and shall not, form any part of the Contract between the Owner and the Construction Manager/ General Contractor.

‘1.9 Contract Sum means the sum stated in the Contract including any authorized adjustments thereto and is the total amount payable by the Owner to the Construction Manager/ General Contractor for the performance of the Work under the Contract Documents which is the sum amount of all Trade Contractor bids solicited by the Construction Manager/ General Contractor plus the CM/GC Pre-Construction Services Fee and Construction Services Fee.

‘1.10 Construction Manager/ General Contractor or Contractor means the person or entity with whom the Owner has executed the Contract for construction of this Project. The terms Construction Manager/ General Contractor and Contractor may also mean any Trade Contractor or Subcontractor working under contract with the Construction Manager/ General Contractor for this Project since they are bound by the same terms and conditions as the Contractor Manager/ General Contractor. However, the requirements of any Trade Contractor or subcontractor is through the Construction Manager/ General Contractor.

‘1.11 Damages for untimely performance means a calculated monetary amount to be paid to the Owner, based on real costs which the Commonwealth incurs, due to the Construction Manager/ General Contractor's failure to complete the Work within the allowable time identified in the Contract Documents. This term may also be referred to as “Liquidated Damages” where the actual cost of damages for untimely performance cannot be readily calculated and a definite sum is predetermined to be paid to the Owner. The amount of Liquidated Damages shall be defined in the Special Conditions of this Project.

‘1.12 Date of Commencement is the date specified in the Contract as the date upon which the Construction Manager/ General Contractor is authorized to begin work. The Contract Completion Time as set forth in paragraph 1.6 is determined using this Date of Commencement as the starting date.

‘1.13 DECA Project Manager means the person or persons delegated authority to act on behalf of the Owner. Such person or persons is/are employed by the Owner, DECA's Project Manager(s) will be designated at the Pre-Construction Meeting. DECA reserves the right to change its designated Project Manager(s) at any stage of the Work, for the sole purpose or benefit of the Commonwealth.

‘1.14 Delay means an event that causes an increase in the duration of the Project, or that changes the sequence of the Work or individual Work activities, thereby preventing completion of the Project within the time period specified in the Contract Documents. An event that does not cause an increase in the duration of the Project or prevents the completion of the Project within the time period specified in the Contract Documents, such as an event that is not on the critical path of the project schedule is not a delay under this definition.

‘1.15 Direct Expenses is defined as “All items of expenses directly incurred by or attributable to a specific project, assignment or task” and “Direct costs consist of direct materials, direct labor, subcontract costs, and other miscellaneous direct costs such as bonding and equipment rentals, that are directly related to and can be specifically attributed to an individual contract.”

‘1.16 Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued , showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.

‘1.17 Document Collaboration is the Owner’s web-based document collaboration system that shall be used by all project participants for the submission, transmittal, transfer, review, approval, Commonwealth of Kentucky Revised January 1, 2016

General Conditions – Construction Manager/ General Contractor Page 5 processing of all documents related to this project. Where the General Conditions, the technical specifications, or the Contract for Construction indicates that a submission of documents is required, this submission shall be through the Owner’s Document Collaboration System.

‘1.18 Extra Work as used in Article 14 is defined as Work not part of the existing Contract Documents which is being added to the Contract by a fully executed Change Order.

‘1.19 A Field Order is a written order issued by the Architect which clarifies or interprets the Contract Documents, or orders minor changes in the Work which does not require a change under Article 14. Field Orders are issued to the Construction Manager/ General Contractor with concurrent copies to the Owner. Field Orders are also called Architect’s Supplemental Instructions.

‘1.20 Final Completion is defined as the Work being acceptable under the Contract Documents and the Contract fully performed in accordance with the terms and conditions of the Contract Documents and the entire payment balance due the Construction Manager / General Contractor is due and payable.

‘1.20.1 Final Completion Date shall have the meaning as described to it in Article 19.

‘1.21 Notice of Intent to Award is a written letter issued to the Construction Manager/ General Contractor after acceptance of Proposals from Trade Contractors (s) which includes bid package bid price, unit prices, subcontractors and equipment and materials to inform them of such acceptance and request the required additional documentation to initiate the Contract. This is NOT an authorization to proceed. The Authorization to Proceed is part of the execution of change orders to the Contract for each Trade Contractor Package.

‘1.22 Owner means the Commonwealth of Kentucky, acting through the Finance and Administration Cabinet and its Administrative Agent, the Department for Facilities and Support Services, Division of Engineering and Contract Administration. The Owner is represented solely by the Division of Engineering and Contract Administration (DECA).

‘1.23 The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by other Contractors, working under separate Contract with the Owner.

‘1.24 Resident Observer means an individual who has a direct contract with the Architect to observe and report on activities at the work site. A Resident Observer employed by the Architect is not authorized to serve as the Owners Representative, unless so designated by the Owner in writing.

‘1.25 Retainage means money earned by a Construction Manager/ General Contractor for work accepted by the Owner, but withheld to ensure proper performance by the Construction Manager/ General Contractor. Retainage is further defined in Article 18

‘1.26 Shop Drawings means drawings, completion diagrams, schedules, and other data specially prepared for the Work by the Trade Contractor or any Subcontractor, lower tier subcontractors, manufacturer, supplier, or distributor to illustrate some portion of the Work.

Unless other requirements are indicated in the Special Conditions for this project or unless otherwise permitted by the Architect in writing, all shop drawings required by the Contract Documents shall to be submitted to the Architect for review and acceptance within the time indicated below:

‘1.26.1 For this project the Construction Manager/ General Contractor shall submit, within the time after commencement of the work indicated elsewhere, a Schedule of Submittals. This shall include a date the submittal will be forwarded to the Architect and a

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General Conditions – Construction Manager/ General Contractor Page 6 date the review of the submittal is required by the Construction Manager/ General Contractor to maintain the Critical Path of the work. The Architect will by review of the schedule and discussion with the Construction Manager/ General Contractor reach an agreement as to the timing of submittal and review of all required submittals.

‘1.26.2 In circumstances where a specific shop drawing required by the Contract Documents and scheduled in the Schedule of Submittals cannot reasonably be submitted to the Architect for review and acceptance by the agreed date, the Construction Manager/ General Contractor shall notify the Architect in writing of the reason for delay and make a recommendation as to the revised date of submission, and if the Architect finds it reasonable to waive this submission time period requirement, the Architect may do so in writing.

‘1.26.3 In circumstances where a specific shop drawing required by the Contract Documents cannot be reasonably reviewed by the Architect within the time prescribed elsewhere in the Contract Documents, the Architect shall notify the Contractor in writing prior to the date required for the review of the reasons for the time needed for reviewing the Shop Drawing.

‘1.27 Subcontractor or Trade Contractor means the person or entity having a direct contract or in part of a direct contract with the Construction Manager/ General Contractor for the performance of a part of the Work.

‘1.28 Substantial Completion is the point at which, as certified in writing by the Architect and accepted by the Owner, the Project is at a level of completion in strict compliance with the Contract, and necessary approval by public authorities has been given, such that the Owner or the Agency can enjoy beneficial use or occupancy and can use, operate and maintain (the Owner has received all required warranties and documentation) it in all respects, for its intended purpose. Partial use or occupancy of the Project shall not result in the Project being deemed substantially complete and such partial use or occupancy shall not be evidence of Substantial Completion.

‘1.28.1 Substantial Completion Date shall have the meaning as described to it in Article 19.

‘1.29 Warranty, General. The Contractor shall warrant all equipment, materials, products, and workmanship provided by the Contractor under these Contract Documents for a period of twelve

(12) months after the Date of Final Completion. This period of time is called the One-Year Warranty Period and is further defined in Article 9.2.

‘1.30 The Work includes the construction and services required by the Contract Documents, whether completed or partially completed, and includes all labor, supervision, materials, equipment, services, and things provided or to be provided by the Construction Manager/ General Contractor through Trade Contractors to fulfill the Construction Manager/ General Contractor’s obligations.

‘2. Intent and Interpretation

The Architect shall be the authority of the Contract Documents as to their intent or interpretation, except as defined below and/or as provided in paragraph 3.4.

‘2.1 Anything that may be required, implied or inferred by the documents which make up the Contract, or any one or more of them, shall be provided by the Construction Manager/ General Contractor for the Contract Sum;

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‘2.2 Nothing contained in the Contract Documents shall create, nor be interpreted to create, privity or any other relationship whatsoever between the Owner and any person except the Construction Manager/ General Contractor;

‘2.3 When a word, term, or phrase is used in the Contract Documents, it shall be interpreted or construed first, as defined herein; second, if not defined, according to its generally accepted meaning in the construction industry; and third, if there is no generally accepted meaning in the construction industry, according to its common and customary usage;

‘2.4 The words “include”, “includes”, or “including”, shall be deemed to be followed by the phrase, “without limitation”.

‘2.5 The specification herein of any act, failure, refusal, omission, event, occurrence or condition as constituting a material breach of the resulting Contract shall not imply that any other, non-specified act, failure, refusal, omission, event, occurrence or condition shall be deemed not to constitute a material breach of the resulting Contract;

‘2.6 In the event of any conflict, discrepancy, or inconsistency, the following shall control:

‘2.6.1 As between figures given on plans and scaled measurements, the figures shall govern; When two or more figures given on the plans are in conflict, the Construction Manager/ General Contractor shall inform the Architect of such conflict immediately and the Architect shall clarify the correct figure to be used. The Construction Manager/ General Contractor shall not proceed with any work related to the figures in conflict until the Architect has provided this clarification.

‘2.6.2 As between large scale plans and small scale plans, the large scale plans shall govern;

‘2.6.3 As between plans and specifications, the requirements of the specifications shall govern;

‘2.7 Meaning of Execution. Execution of the Contract Documents by the Construction Manager/ General Contractor is a representation that the Construction Manager/ General Contractor and the respective Trade Contractors have thoroughly examined the site of the Work, become familiar with the local conditions under which the Work is to be performed, and correlated personal observations with the requirements of the Contract Documents. Execution of the Contract Documents is a further representation that Construction Manager/ General Contractor has received, reviewed and carefully examined all of the Contract Documents, and has found them in all respects to be complete, accurate, adequate, consistent, coordinated and sufficient for construction, the Construction Manager/ General Contractor is fully qualified to act as the Construction Manager/ General Contractor for the Project and has, and shall maintain, any and all licenses, permits or other authorizations necessary to act as the Construction Manager/ General Contractor for, and to construct the Project.

‘2.8 Prior Agreements. The Contract Documents supersede any and all prior discussions, communications, representations, understandings, negotiations or agreements between the Owner and the Construction Manager/ General Contractor, and between the Owner and/or the CM/GC and any Trade Contractor.

‘2.9 Construction Manager/ General Contractor’s Performance. The Construction Manager/ General Contractor shall contract with Trade Contractors (except as explicated assigned to the CM/GC) to perform all of the Work required, implied or reasonably inferable from the Contract including, but not limited to, the following:

‘2.9.1 Construction of the Project;

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‘2.9.2 The furnishing of any required surety bonds and insurance;

‘2.9.3 The provision or furnishing, and prompt payment therefor, of labor, supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, fuel, heat, light, cooling, or other utilities, required for construction and all necessary building permits and other permits required for the construction of the Project;

‘2.9.4 The creation and submission to the Architect of detailed and comprehensive record drawings, depicting all as-built construction. Said as-built drawings shall be submitted to the Owner by the Architect upon final completion of the Project and receipt of same by the Owner shall be a condition precedent to final payment to the Construction Manager/ General Contractor and to the Architect.

‘2.10 Time. All limitations of time set forth in the Contract Documents are material and are of the essence of the Contract. The Construction Manager/ General Contractor shall execute the work in such a manner as consistent with the limitations of time set forth. The CM/GC shall make reasonable progress on the completion of the Work on a continual and consistent basis. Any failure of the CM/GC to execute the Work in a timely manner consistent with the limitations of time set forth in the Contract Documents may be deemed at a Material Breach of Contract.

‘2.11 Intent of Contract Documents. The intent of the Contract Documents is to include all items necessary for the proper completion of the Work by the Construction Manager/ General Contractor. Labor or materials which are evidently necessary to produce the desired results, even though not specifically mentioned in the Contract Documents, shall be included in the Work. The Architect is the interpreter of the Contract Documents and where any clarification regarding interpretation of the Documents is required the Architect shall be notified in writing pursuant to paragraph 2.13 below.

‘2.12 Contract Documents Complementary, etc. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. In case of conflicts between the various Contract Documents, the order of precedence shall be as follows: (1) Addenda, (2) Division 1 - General Requirements of the Specifications; (3) Special Conditions, (4) General Conditions, (5) Technical provisions of the Specifications; (6) Drawings.

‘2.13 Questions to Architect. In the event a question arises regarding the meaning or intent of the drawings and specifications, the Construction Manager/ General Contractor shall report it at once to the Architect by the submission of a Request for Information through the Owner’s Document Collaboration System. The Architect shall furnish, with reasonable promptness, as defined by the Contract between the Owner and the Architect, additional instructions, by means of drawings or otherwise, necessary for the proper execution of the work, consistent with the requirements of Article 3.

‘2.14 Paragraph, titles, headings, and drawing numbers are for convenience only and form no operative part of the Contract. The Construction Manager/ General Contractor, and by the “flow down” provisions of these General Conditions, every Trade Contractor or subcontractor, shall provide all Work defined, identified, enumerated, specified or otherwise indicated to be provided by the Contract Documents.

‘3. The Architect

Unless otherwise directed by the Owner in writing, the Architect shall perform those duties and discharge those responsibilities allocated to the Architect in the Contract Documents. The duties, obligations and responsibilities of the Architect shall include, but are not limited to, the following:

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‘3.1 Owner’s Representative. The Architect will be the Owner’s Agent during construction, through issuance of final payment, and during the Construction Manager/ General Contractor’s one year warranty period. The Architect will advise and consult with the Owner. In the event the Owner should find it necessary or convenient to replace the Architect, the Owner shall retain a replacement architect and the role of the replacement architect shall be the same as the role of the Architect.

‘3.2 Communication Through Architect. Except as otherwise provided in the Contract Documents, the Owner’s instructions to the Construction Manager/ General Contractor shall be forwarded through the Architect, and any Trade Contractor’s communications with the Owner shall be through the Construction Manage/ General Contractor through the Architect. Should the CM/GC or Trade Contractor act on communications from any other entity, other than through the Architect, he is acting at his own risk and may be required to reverse the actions taken as his own expense.

‘3.2.1 All documents related to this project shall be submitted, transmitted, transferred, reviewed, approved or rejected, and/or otherwise processed using the Owner’s Document Collaboration System which is the Owner’s web-based document collaboration system that shall be used by all project participants. No submission, transmittal, transfer, review, approval or processing shall be deemed Official without the use of this system.

‘3.2.1.1 All documents transmitted for purposes of administration of the Contract are to be in electronic (PDF) format and transmitted via the Commonwealth’s Document Collaboration System that receives, logs and store documents, processes documents through workflows and notifies addressees via email.

3.2.1.2 The Architect/ Engineer and the Contractor are required to become familiar with this system, to use this for all official transmittal of information pertaining to this project, and to respond to the requirements of this system within a reasonable time as defined elsewhere herein and/or by the terms of their Contract with the Owner.

3.2.1.2.1 Training: The Owner has an agreement with the service provider of the Document Collaboration System to provide training, support and assistance to users of the system via a web-based training session which can be arranged upon request. Further training as may be required by a specific user of the system is the responsibility of the user of the system.

‘3.3 Review of Work. The Architect shall approve, or respond otherwise, in a timely manner, as defined by the Contract between the Owner and the Architect, as necessary concerning shop drawings or other submittals received from the Construction Manager/ General Contractor.

Should the Architect have reasonable cause to be unable to approve, or respond otherwise to submissions from the Construction Manager/ General Contractor, the Architect shall provide written explanation of the reasonable cause within the timely manner, as defined by the Contract between the Owner and the Architect.

‘3.3.1 The Architect shall be authorized to refuse to accept work which is defective or otherwise fails to comply with the requirements of the Contract. The Architect shall refuse the work in writing when he deems it necessary to refuse the work. If the Architect deems it appropriate, the Architect shall be authorized to call for extra inspection or testing of the work for compliance with requirements of the Contract.

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‘3.3.1.1 The costs of the extra inspection or testing shall be paid by the Construction Manager/ General Contractor, unless the results of the extra inspection or testing find that the work was originally in conformance with the Contract requirements and that the extra inspection or testing was not necessary.

A reduction in the Contract Amount shall be provided by Change Order to reimburse the Owner for the costs of the extra inspection or testing.

‘3.3.1.2 In cases where the Construction Manager/ General Contractor covers up work that is required by the Contract Documents to be inspected or tested prior to the inspection or testing, the cost of uncovering the work and performing the inspection or testing shall be at the Construction Manager/ General Contractor’s expense even if the work is found to have been originally in conformance with the Contract Documents. A reduction in the Contract Amount shall be provided by Change Order to reimburse the Owner for the costs of the extra inspection or testing.

‘3.3.2 The Architect shall review the Construction Manager/ General Contractor’s Payment Requests and shall approve in writing those amounts which, in the opinion of the Architect, are properly owing to the Construction Manager/ General Contractor as provided in the Contract. The Architect shall perform this review, approval and submission of his recommendation to the Owner, within ten (10) business days of receipt of the Payment Request from the Construction Manager/ General Contractor.

‘3.3.3 The Architect shall perform those inspections required by the Owner.

‘3.4 Interpretation of Contract Documents. The Architect shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder by the Construction Manager/ General Contractor, subject to the provisions of Article 26.

‘3.4.1 Claims, disputes, and other matters in question that arise relating to the execution or progress of the Work shall be referred initially to the Architect for decision, which he will render in writing within a reasonable time, as defined by the Contract between the Owner and the Architect.

‘3.4.2 Should the Construction Manager/ General Contractor find disagreement with the Architect as to the proper interpretation of the Contract Documents or other decision of the Architect, he must refer the Architect’s decision to the Director of the Division of Engineering in writing within seven (7) days. The Director of the Division of Engineering will then discuss and negotiate the Architect’s decision with the Architect to seek reasonable resolution of the matter. Following these discussions and negotiations, the Architect’s initial decision or revised decision shall be binding, unless the Construction Manager/ General Contractor appeals the Architect’s initial or revised decision to the Secretary of the Finance and Administration Cabinet in accordance with the provisions of Article 26.

‘3.4.3 Should the Director of the Division of Engineering find disagreement with the Architect as to the proper interpretation of the Contract Documents or any other decision of the Architect, the Director of the Division of Engineering may appeal the Architect’s initial or revised decision to the Secretary of the Finance and Administration Cabinet in accordance with the provisions of Article 26.

‘3.4.4 The Architect shall have authority to reject Work which does not conform to the Contract Documents. In the event of rejection, the Architect may recommend in writing withholding payment to the Construction Manager/ General Contractor for the rejected Work, and such recommendation shall give the Owner the authority to withhold payment for such Work.

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‘3.5 Review of Shop Drawings, etc. The Architect shall review and approve, or take other appropriate action upon Construction Manager/ General Contractor’s submittals (such as Shop Drawings, product data, and samples) for conformance with the design concept and the information given in the Contract Documents. Such action shall be taken with reasonable promptness, as defined by the Contract between the Owner and the Architect and as agreed in the Schedule of Submittals, so as to cause no delay. The Architect may determine concurrently with the Construction Manager/ General Contractor the timing and scheduling of the Architect’s Review, with the understanding that some submittals are more critical to the Critical Path of the Completion of the project than others.

‘3.5.1 The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. The Architect’s approval of Shop Drawings or samples shall not relieve the Construction Manager/ General Contractor from his responsibility for any deviations from the requirements of the Contract Documents unless the Construction Manager/ General Contractor has in writing called the Architect’s attention to such deviation at the time of submission and the Architect has given written approval to the specific deviation, nor shall any approval by the Architect relieve the Construction Manager/ General Contractor from responsibility for errors or omissions in the Shop Drawings.

‘3.6 Preparation of Change Orders. The Architect, in consultation with the Owner, shall prepare Change Orders. The Architect shall also have authority to order minor changes in the Work as provided in Article 14.2.

‘3.7 Final Inspections, Certification. The Architect, in consultation with the Owner, shall conduct inspections to determine the dates of Substantial Completion and Final Completion. The Architect shall also receive and forward to the Owner, for the Owner’s review, written warranties and related documents required by the Contract and assembled by the Construction Manager/ General Contractor.

‘3.8 Payment Requests. The Architect shall review the Construction Manager/ General Contractor’s Payment Requests and shall approve in writing those amounts which, in the opinion, of the Architect, are properly owing to the Construction Manager/ General Contractor as provided in the Contract. The Architect will perform this review, approval and submission of his recommendation to the Owner, within ten (10) business days of receipt of the Payment Request from the Construction Manager/ General Contractor. The Architect’s approval of payment requests shall not relieve the Construction Manager/ General Contractor from his responsibility for any deviations from the requirements of the Contract Documents.

3.8.1 When there is reasonable justification that causes the Architect to be unable to perform this review, approval and submission of his recommendation to the Owner within the time prescribed in paragraph 3.8 above, the Architect will notify the Contractor in writing as to the justification and as to the time that will be required for this review, approval and submission of his recommendation to the Owner.

‘3.8.2 The Construction Manager/ General Contractor may submit no more than one (1) payment request each thirty (30) calendar day period, except where specifically agreed by the Owner that additional payment requests may be submitted within the thirty

(30) calendar day period for reasons consistent with the Construction Manager/ General Contractor’s performance of the Contract.

‘3.9 The Architect, in consultation with the Owner, shall be authorized to require the Construction Manager/ General Contractor to make changes or deviations in the work which do not involve a change in the Contract Sum or in the Contract Completion Time for the

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Construction Manager/ General Contractor’s performance consistent with the intent of the Contract. The Architect shall make such changes or deviations in the work by written Field Order.

‘3.10 The duties, obligations and responsibilities of the Construction Manager/ General Contractor under the Contract shall in no manner whatsoever be changed, altered, discharged, released, or satisfied by any duty, obligation or responsibility of the Architect. The Construction Manager/ General Contractor is not a third-party beneficiary of any Contract by and between the Owner and the Architect. It is expressly acknowledged and agreed that the duties of Construction Manager/ General Contractor to the Owner are independent of, and are not diminished by, any duties of the Architect to the Owner.

‘3.11 The duties, obligations and responsibilities of both the Architect and the Construction Manager/ General Contractor, under their respective Contracts, shall in no manner whatsoever be changed, altered, discharged, released, or satisfied by any duty, obligation or responsibility of the Resident Observer. It is expressly acknowledged and agreed that the duties of Construction Manager/ General Contractor and/or Architect to the Owner are independent of, and are not diminished by, any duties of the Resident Observer to the Architect/Owner. A copy of the Resident Observers Duties, Responsibilities and Limitations are enumerated in the DECA Procedures Manual, are to be discussed at the Pre-Construction Meeting and are by reference made a part of these General Conditions.

‘4. Construction Schedule

The Construction Manager/ General Contractor, within fifteen (15) days of the Date of Commencement shall prepare and submit for the Owner and Architect’s approval a construction schedule for completing the Work. The schedule shall indicate the starting and completion dates of the various stages of the Work, shall not exceed time limits established by the Contract Documents for the various stages of Work, shall be updated monthly and furnished to the Owner and Architect, shall be related to the Work of any other contractors on the Project to the extent required by the circumstances, and shall provide for expeditious and practicable execution of the Work. Progress Payments to the Construction Manager/ General Contractor are contingent upon receipt of the updated monthly project schedule and schedule of submittals.

‘4.1 The original schedule shall be accompanied by a proposed schedule of values as described in Article 18.1. The original Project Schedule, Schedule of Submittals and the Schedule of Values are to be submitted to the Architect, reviewed and accepted by the Architect and the Owner, prior to submittal of the first Progress Payment. No payment will be made to the Construction Manager/ General Contractor without an approved Schedule of Values and a Project Schedule.

‘4.1.1 The original schedule shall show the project being completed on the established Date of Substantial Completion. To do this, the Construction Manager/ General Contractor shall include in the flow of work any existing “float” which may be identified during the layout of the project schedule.

‘4.1.2 The Construction Manager/ General Contractor acknowledges that all float (including Total Float, Free Float, and Sequestered Float) is a shared commodity available to the Project and is not for the exclusive benefit of any party; float is an expiring resource available to accommodate changes in the Work, however originated, or to mitigate the effect of events that may delay performance or completion of all or part of the Work.

‘4.2 The Construction Manager/ General Contractor shall promptly notify the Architect and Owner if the Construction Manager/ General Contractor is materially ahead of, or behind the updated construction schedule. Failure to so notify the Architect and Owner shall relieve the Owner from liability for damages caused by delay or impact. Strict compliance with the

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General Conditions – Construction Manager/ General Contractor Page 13 requirements of this article shall be a condition precedent to payment to the Construction Manager/ General Contractor, and failure by the Construction Manager/ General Contractor to strictly comply with said requirements shall constitute a material breach of the Contract.

‘4.2.1 The Construction Manager/ General Contractor shall report on the status of any “float”, including the addition of “float”, the use of “float”, and the anticipation of the use of “float” at each project Progress Meeting.

‘4.3 For this project the schedule shall be in critical path format (CPM). The schedules shall include all activities necessary for performance of the work showing logic (sequences, dependencies, etc.) duration of each activity with the critical path highlighted. The schedules shall include, but not be limited to, submittal processing, fabrication and delivery of materials, construction, testing clean-up, work and/or materials to be provided by the Owner, dates and durations for major utility outages requiring coordination with the Owner and the Owner’s operations, and significant milestones related to the completion of the Project.

‘4.3.1 For projects where the CPM format is required for schedules, any subsequent adjustment, modification or change in the schedule shall include an indication of the original Critical Path and the adjustment, modification, or change shall clearly delineate the adjustment, modification or change in the schedule and shall be accompanied by a written statement of the cause and reason for the adjustment, modification or change.

‘4.3.2 For projects where the CPM format is required for schedules and subsequent adjustment, modification or change in the schedule does not include the information required by paragraph 4.3.1 above, the revised schedule shall be rejected and payment of the Construction Manager / General Contractor’s General Conditions costs suspended until this provision is complied with satisfactorily.

‘5. Shop Drawings; Submittals

‘5.1 Schedule for Submittals. Prior to submission of the first application for payment and in sufficient time to allow the Architect reasonable time for review, the Construction Manager/ General Contractor shall submit to the Architect a schedule of submittals which shall be coordinated with the construction schedule. The Construction Manager/ General Contractor shall keep the schedule of submittals current and present an updated schedule of submittals at each project progress meeting. This schedule of submittals shall contain anticipated and actual dates of the submittal of shop drawings and shall be consistent with the requirements for scheduling submittals defined in Article 1.27 of these General Conditions.

‘5.2 Submittals of Shop Drawings, Samples, etc. The Construction Manager/ General Contractor shall review, approve, and submit Shop Drawings, samples, and product data in accordance with the approved schedule as herein detailed.

‘5.2.1 The Construction Manager/ General Contractor’s stamp of approval on any Shop Drawing or sample shall constitute a representation to Owner and Architect that the Construction Manager/ General Contractor has either determined and verified all quantities, dimensions, field construction criteria, materials, catalog numbers, and similar data, or he assumes full responsibility for doing so, and that he has reviewed or coordinated each Shop Drawing or sample with the requirements of the Work and the Contract Documents.

‘5.2.2 The Architect shall review and approve, with reasonable promptness as defined by the Contract between the Owner and Architect, the Shop Drawings, or return for corrections as required. The review and approval shall be for conformance with the design concept of the Project and for compliance with the information given in the Contract Documents. The approval of a separate item will not indicate approval of the

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General Conditions – Construction Manager/ General Contractor Page 14 assembly in which the item functions. For shop drawings that are not on the critical path of the schedule of the project the Architect shall be allowed more time to review. Should the Construction Manager/ General Contractor require a review of a shop drawing ahead of the time indicated by the critical path of the schedule, the Construction Manager/ General Contractor shall notify the Architect in writing that the item review is critical giving a date by which the review is necessary.

‘5.2.3 The Construction Manager/ General Contractor shall make any corrections required by the Architect for compliance to the Contract and shall return the required number of corrected copies of Shop Drawings and resubmit new samples until approved.

The Construction Manager/ General Contractor shall direct specific attention, in writing, or on resubmitted Shop Drawings, to revisions other than the corrections called for by the Architect on previous submissions.

‘5.2.4 Where a Shop Drawing or sample submission is required by the specifications, no related work shall be commenced until the submission has been approved by the Architect. A copy of each approved Shop Drawing and each approved sample shall be kept in good order by the Construction Manager/ General Contractor at the site and shall be available to the Architect, Owner and Resident Observer.

‘5.2.5 The Architect’s approval of Shop Drawings or samples shall not relieve the Construction Manager/ General Contractor from his responsibility for any deviations from the requirements of the Contract Documents unless the Construction Manager/ General Contractor has in writing called the Architect’s attention to such deviation at the time of submission and the Architect has given written approval to the specific deviation, nor shall any approval by the Architect relieve the Construction Manager/ General Contractor from responsibility for errors or omissions in the Shop Drawings.

‘5.2.6 The Construction Manager/ General Contractor shall maintain a submittal log which shall include, at a minimum, the date of each submittal, the date of any resubmittal, the date of any approval or rejection, and the reason for any approval or rejection. The Construction Manager/ General Contractor shall provide copies of this submittal log with the current status of submittals clearly indicated therein to the Architect and the Owner at each monthly progress meeting until such time as all submittals are complete and accepted.

‘6. Documents and Samples at the Site

Unless otherwise provided in the Contract Documents, the Construction Manager/ General Contractor shall furnish, free of charge, electronic downloads of the drawings and specifications to each Trade Contractor and Subcontractor as are reasonably necessary for the execution of the Work. Each Trade Contractor and Subcontractor shall have the ability to download the entire set of drawings and specifications at its option, however, every Trade Contractor and Subcontractor shall be responsible for the scope of their work indicated in any location throughout the drawings and specifications. There is NO GUARANTEE of the division of the scope of work to specific specifications sections or specific drawings.

‘6.1 The Construction Manager/ General Contractor shall maintain at the site one record copy of the drawings, specifications, addenda, Change Orders and other modifications, in good order and marked currently to record changes and selections made during construction. Unless otherwise directed, the Construction Manager/ General Contractor shall also keep approved Shop Drawings, product data, samples and similar required submittals on hand. These shall be available to the Architect, Owner, and Resident Observer as requested.

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General Conditions – Construction Manager/ General Contractor Page 15

‘6.1.1 When the Construction Manager/ General Contractor fails to maintain the record copies indicated in paragraph 6.1 above, payment of the Contractor’s General Conditions costs may be suspended until this provision is complied with satisfactorily.

‘6.2 Upon completion of the Work, the record documents described above shall be delivered to the Architect for submittal to the Owner along with the as-built drawings.

‘7. Contract Documents Property of Owner

The Contract Documents, and each of them, as well as any other documents furnished by the…