Attachment_F_General_Conditions.pdf

GENERAL CONDITIONS OF THE

CONTRACT FOR CONSTRUCTION

ARTICLE 1

CONTRACT DOCUMENTS

1.1 DEFINITIONS

1.1.1 THE CONTRACT DOCUMENTS

The Contract Documents consist of the County-Contractor Contract, the Conditions of the Contract (General, Supplementary, and other conditions), the Public Construction Bond, the Drawings and Specifications, sample forms, the Contractor’s Bid, all addenda issued during the bidding process, and all modifications, including change orders, issued after execution of this Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order issued pursuant to the provisions of Article 11, (3) a written order for a minor change in the Work issued by the Design Consultant pursuant to Article 11.

The Contract Documents do not include any other documents, including but not limited to soils, geotechnical or other reports, boundary or other surveys and analyses, hereinafter “technical data”; which may be printed, bound or assembled with the contract documents, or otherwise made available to the Contractor for review or information under this Contract, unless specifically enumerated and expressly incorporated by reference in the County-Contractor Contract.

The Contractor may rely upon the general accuracy of the technical data contained in such reports and drawings, but such reports and drawings are not contract documents. Such technical data is identified in the Supplementary Conditions. Except for such reliance on such technical data, the Contractor may not rely upon or make any claim against County with respect to:

A. The completeness of such reports and drawings for Contractor’s purposes, including but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by the Contractor and safety precautions and programs incident thereto, or;

B. Other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings, or;

C. Any Contractor interpretation of or conclusion drawn from any technical data or any such data, interpretations, opinions or information.

1.1.2 THE CONTRACT

The Contract is the sum of all the Contract Documents. This Contract represents the entire and integrated Contract between the County and the Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification as defined in Subparagraph 1.1.1 and notwithstanding anything contained in the Contract Documents to the contrary; there can be no increase in the Contract Sum or Time without an executed change order approved by the County.

1.1.3 THE WORK

The Work comprises the completed construction required by the Contract Documents and includes all labor, supplies and other facilities or things necessary to produce such construction, and all materials, equipment, and supplies incorporated or to be incorporated in such construction.

1.1.4 FURNISH, INSTALL, PROVIDE

The terms "Furnish" or "Install" or "Provide", unless specifically limited in context, mean: Furnishing and incorporating a specified item, product or material in the work, including all necessary labor, materials, equipment to perform the work required, ready for use.

1.1.5 NOTICE

The term "Notice" as used herein shall mean written notice. Written notice shall be deemed to have been duly served when delivered to or at the last known business address of the person, firm or corporation for whom intended, or to their or its duly authorized agent, representative or officer;

or when enclosed in a postage prepaid wrapper or envelope addressed to such person, firm or corporation at their or its last known business address and deposited in a United States mailbox.

1.1.6 MISCELLANEOUS WORDS OR TERMS

Whenever they refer to the work or its performance, "Directed", "Required", "Permitted", "Ordered", "Designated", "Prescribed", and words of like import shall imply the direction, requirements, permission, order, designation or prescription of the County or Design Consultant, and "Approved", "Acceptable", "Satisfactory", "in the judgment of" and words of like import shall mean approved by or acceptable to or satisfactory to, in the judgment of the County.

1.1.7 BIDDER: Any individual, company, corporation, partnership, or joint venture who submits a bid for work required as distinct from a sub-bidder who submits a bid to a prime bidder.

1.1.8 BIDDING DOCUMENTS: The Invitation or Advertisement for Bid, Contractor's Qualification Statement, Information to Bidders, Sample

Forms, Proposal, Specifications, Drawings and Addenda issued prior to receipt of bids.

1.1.9 DIRECTED, REQUIRED, ACCEPTABLE: When these words refer to work or its performance, "directed," "required," "permitted," "ordered," "designated," "prescribed," and words of like implication, mean "by direction of," "requirements of," "permission of," "order of," "designation of," or "prescription of" the Design Consultant. Likewise, "acceptable," "satisfactory," "in the judgement of," and words of like import, mean "recommended by," "acceptable to," "satisfactory to," or "in the judgement of" the Design Consultant.

1.1.10 AS SHOWN, AS INDICATED, AS DETAILED: These words, and words of like implication, refer to information contained by drawings describing the work, unless explicitly stated otherwise in other Contract Documents.

1.1.11 MANUFACTURER: An individual, company, or corporation who manufactures, fabricates, or assembles a standard product. A standard product is one that is not made to special design, and is furnished by either direct sale or by contract to the Contractor, Subcontractor or Vendor.

1.1.12 MATERIAL SUPPLIER OR VENDOR: A person or organization who supplies, but who is not responsible for the installation of, materials, products and equipment of a standard nature that are not specifically fabricated for this particular Contract.

1.1.13 PLANS OR DRAWINGS: All drawings or reproduction of drawings pertaining to required work.

1.1.14 PRODUCT: The term “product” includes materials, systems and equipment.

1.1.15 PROPOSAL: A complete and properly signed document whereby a bidder proposes to do the work or designated portion thereof for the sums stipulated therein, supported by data called for by the bidding requirements.

1.1.16 SPECIFICATIONS: Descriptions, provisions and requirements, pertaining to method and manner of performing work, or to quantities and qualities of materials to be furnished under terms of the Contract.

1.1.17 DAY: Calendar day unless otherwise specifically designated. All dates shall mean midnight of the indicated day unless otherwise stipulated.

1.2 EXECUTION, CORRELATION AND INTENT

1.2.1 The Contract Documents shall be signed in not less than triplicate by the

County and Contractor and each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

1.2.2 By executing the Contract, the Contractor represents that the Contractor has visited the site, and become familiar with the local conditions under which the Work is to be performed and correlated observations with the requirements of the Contract Documents. Contractor further represents that if the Plans or Drawings or Specifications contain minor errors and discrepancies, such errors or discrepancies affecting contract time or price have been addressed by the Contractor during the bidding phase. Such errors and discrepancies shall not form the basis of any claim by Contractor for defective design or breach of any implied warranties as to fitness of plans or specifications against County.

1.2.3 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. Performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. Words and abbreviations which have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings unless otherwise specifically defined herein. The table of contents, index, titles, headings, running headlines and marginal notes contained herein and in said documents are solely to facilitate reference to various provisions of the Contract Documents and in no way affect, limit or cast light upon the interpretation of the provisions to which they refer.

1.2.4 The organization of the Specifications into divisions, sections and articles, and the arrangement of Drawings are for clarity only, and shall not control the Contractor in dividing the work among Subcontractors or in establishing the extent of Work to be performed by any trade. The Contractor may subcontract the Work in such divisions as the Contractor sees fit and the Contractor is ultimately responsible for furnishing all work shown on the drawings and/or in the Specifications.

1.2.5 Anything shown on the drawings and not mentioned in the Specifications or mentioned in the Specifications and not shown on the drawings shall have the same effect as if shown or mentioned respectively in both.

Technical specifications take priority over general specifications and detail drawings take precedence over general drawings. Any work shown on one drawing shall be construed to be shown in all drawings and the Contractor will coordinate the work and the drawings.

1.2.6 The Contractor agrees that nothing contained in the Contract Documents or any contract between the County and the Design Consultant shall create any contractual relationship between the Design Consultant and the Contractor and any Subcontractor or Sub-subcontractors. The Contractor acknowledges and agrees that this Contract is not intended to create, nor shall any provision be interpreted as creating, any contractual relationship between the County or Contractor and any third parties.

1.2.7 The provisions of this Contract cannot be amended, modified, varied or waived by the County or its agents or representatives in any respect except by a modification approved and executed by the Brevard County Board of County Commissioners. The Contractor is hereby given notice that no person has authority to orally waive, or to release the Contractor from any of the Contractor's duties or to alter obligations under or arising out of this Contract. Any waiver, approval or consent granted by Modification to the Contractor shall be limited to those matters specifically and expressly stated thereby to be waived, approved or consented to and shall not relieve the Contractor of the obligation to obtain any future waiver, approval or consent.

1.2.8 Any material or operation specified by reference to published specifications of a manufacturer, a society, an association, a code, or other published standard, shall comply with requirements of the listed document which is current on date of receipt of bids. In case of a conflict between referenced document and project specifications, project specifications shall govern. In case of a conflict between referenced documents, the one having more stringent requirements shall govern.

1.2.9 The Contractor, if requested, shall furnish an affidavit from manufacturer certifying that materials or product delivered to job meets requirements specified.

1.3 OWNERSHIP AND USE OF DOCUMENTS

1.3.1 All Drawings, Specifications and copies thereof furnished to the Contractor are and shall remain the property of the Design Consultant and/or County.

They are to be used only with respect to this Project and are not to be used on any other project. With the exception of one contract set for each party to the Contract, such documents are to be returned or suitably accounted for to the Design Consultant on request at the completion of the Work. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Design Consultant's common law copyright or other reserved rights.

ARTICLE 2

THE DESIGN CONSULTANT

2.1 DEFINITIONS

2.1.1 The terms "Design Consultant" or "A/E" or "Architect" or "Engineer" as used or set forth in the Contract Documents, shall mean the entity and its consulting firm or agencies, or their duly authorized representatives, that is responsible for designing or engineering the work, and performing the activities specified herein, as identified in the County-Contractor Contract, including any consulting-engineers or subcontractors to said entity or firm.

Such firm or agency and its representatives shall act severally within the scope of particular duties entrusted to them, unless otherwise provided for in the Contract.

2.1.2 The Design Consultant is JL2 Architecture and is referred to throughout the Contract Documents as if singular in number. The County, in its sole discretion, has the authority to substitute the Design Consultant, as needed, and will advise the Contractor of such a change. The Design Consultant is further described as and, throughout this document, shall mean one or both of the following:

ARCHITECT, a person or other legal entity lawfully licensed to practice architecture in the state wherein the Project is located; or

ENGINEER, a person or other legal entity lawfully licensed to practice engineering in the state wherein the Project is located.

For a Project not designed or engineered by a licensed professional, the

Public Works Department/Facilities Construction shall serve as the Design Consultant.

2.2 SERVICES OF THE DESIGN CONSULTANT

2.2.1 The Design Consultant will provide certain services as hereinafter described.

2.2.2 Should errors, omissions, or conflicts in the Drawings, Specifications, or other Contract Documents prepared by the Design Consultant be discovered, the Design Consultant will prepare such amendments or supplementary documents and provide consultation as may be required.

2.2.3 The Design Consultant will visit the site at intervals appropriate to the stage of construction to familiarize itself generally with the progress and quality of the Work. The Design Consultant will not be required to make exhaustive or continuous on-site inspections to check the quality and quantity of the Work, but shall make as many inspections as may reasonably be required to fulfill its obligations to the County. On the basis of such on-site observations and his powers under the Contract, the Design Consultant shall endeavor to secure the faithful performance of the Contract by County and Contractor. The Design Consultant shall:

• determine the progress and quality of the Work, subject to the right of the County to make an overriding decision to the contrary;

• interpret the requirements of the drawings and specifications and issue supplemental instructions to the Contractor as may be required;

• recommend to the County suspension of the Work (in whole or in part) whenever such suspension may be necessary to ensure the proper execution of the Contract;

• have authority to reject, in writing, Work which does not conform to the requirements of the drawings and specifications.

The Design Consultant shall have no authority to approve or order changes in the Work which alter the design concept or which call for an extension of time or a change in the contract price. Upon request, the Design Consultant shall confirm, in writing, within ten days, any oral order or determination made by the Design

2.2.4 The Design Consultant will render written field reports to the County in the form required by the County relating to the periodic visits and inspections of the Project required by Subparagraph 2.2.3.

2.2.5 The Design Consultant and County shall at all times have access to the

Work wherever it is in preparation or progress. The Contractor shall provide safe facilities for such access so the Design Consultant may perform the Design Consultant’s functions under the Contract Documents.

2.2.6 As required, the Design Consultant will render to the County, within a reasonable time, interpretations concerning the design and other technical aspects of the Work and the Contract Documents.

2.2.7 All communications, correspondence, submittals, and documents exchanged between the Design Consultant and the Contractor in connection with the Project shall be copied to the County and/or in a manner prescribed by the County.

2.2.8 Although the County is bound by the terms of the Contract with the

Contractor, including the drawings and specifications, the County shall have the right, but not the duty, to countermand any decision of the Design Consultant and to follow or reject the advice of the Design Consultant, including but not limited to acceptance of the Work, as the County deems best. In those instances where the Design Consultant has been given authority to inspect, recommend, make a decision, etc., the Design Consultant shall promptly do so, but in the case of disagreement between them, the decision of the County shall be final. The party taking issue with the determination, interpretation or decision of the Design Consultant shall give the other party written notice of such fact within seven calendar days after the determination, interpretation or decision is communicated by the Design Consultant. In the actual performance of the Work, however, the Contractor shall, in the first instance, proceed in accordance with the instructions given by the Design Consultant unless the County and the Contractor mutually agree that the Contractor shall proceed otherwise.

2.2.9 The Design Consultant's decisions in matters relating to artistic effect will be final if consistent with the intent of the Contract Documents.

2.2.10 All orders from the County to the Contractor shall either be transmitted through the Design Consultant or the Design Consultant shall be informed of the order by the County.

2.2.11 The Design Consultant shall provide to the County and the Contractor after each visit to the site, a written report indicating the date, time of day, weather conditions and the names of the persons representing the Design Consultant who participated in the visit. The report shall advise the County of any problems that were noted and shall compare the Design Consultant’s observations of the actual progress of the Work with that reported by the Contractor. On the basis of the Design Consultant’s on-site observations, the Design Consultant shall make every reasonable effort to guard the County against defects and deficiencies in the Work of the Contractor. If the Design Consultant observes any Work that does not conform to the Contract Documents, the Design Consultant shall report this observation to the Contractor and County. The Design Consultant will prepare and submit to the Contractor and County a field report which will identify the Contractor's Work which is not in conformance with the Contract Documents. The Design Consultant shall have reasonable time to complete the field report. The Contractor shall, upon receipt of the field report, cause the defective, omitted or non-conforming work listed in the field report to be corrected and/or completed, and its acceptance acknowledged before.

2.2.12 The Design Consultant shall not be responsible for construction means, methods, techniques, sequences or procedures (other than those expressly specified in the Contract Documents), or for safety precautions and programs in connection with the Work, and the Design Consultant shall not be responsible for the Contractor’s failure to carry out the Contractor’s own responsibilities.

2.2.13 The Design Consultant shall have the authority and responsibility to inspect the Work, to note and report defective Work and deviations from the Contract Documents to the County, to reject same, and to recommend to the County the suspension of the Work when necessary to prevent defective Work from proceeding or being covered.

2.2.14 All material and workmanship shall be subject to inspection, examination and test by the County and/or its Design Consultant at any and all times during manufacture and/or construction. The Design Consultant shall have authority to reject defective materials and workmanship and require its correction. Rejected workmanship shall be satisfactorily corrected and rejected materials shall be satisfactorily replaced with proper material without charge therefore and the Contractor shall promptly segregate and remove the rejected material from the premises. If the Contractor fails to proceed at once with replacement of rejected material and/or the correction of defective workmanship, the County may, by contract or otherwise, replace such material and/or correct such workmanship and charge the cost to the Contractor, or may terminate the right of the Contractor to proceed as provided in the General Conditions, the Contractor and surety being liable for any damages.

2.2.15 Jobsite inspections, tests conducted on site or tests of materials gathered on site, which the Contract requires to be performed by independent entities, shall be contracted and paid for by the County, unless specified otherwise. Examples of such tests are the testing of cast in-place concrete, foundation materials, soil compaction, pile installations, caisson bearings and steel framing connections. Although conducted by independent testing entities, the County will not contract and pay for test or certifications of materials, manufactured products or assemblies which the Contract, codes, standards, etc., require to be tested and/or certified for compliance with industry standards such as Underwriters Laboratories, Factory Mutual or American Society for Testing and Materials International. If there are any fees to be paid for such tests and certifications, they will be paid by the Contractor. The Contractor shall also pay for inspections, tests and certifications which the Contract specifically requires the Contractor to perform or pay, together with any inspections and tests which the Contractor chooses to perform for the Contractor’s own quality control purposes. The Contractor shall promptly furnish, without additional charge, all reasonable facilities, labor and materials necessary and convenient for making such tests. Except as provided below, whenever such examination and testing finds defective materials, equipment or workmanship, the Contractor shall reimburse the County for all costs of re-examination and re-testing.

2.2.16 Should it be considered necessary or advisable by the County or the

Design Consultant at any time before final acceptance of the entire Work to make an examination of any part of the Work already completed, by removing or tearing out portions of the Work, the Contractor shall, on request, promptly furnish all necessary facilities, labor and materials to expose the Work to be tested to the extent required. If such Work is found to be defective in any respect, due to the fault of the Contractor or his subcontractors, the Contractor shall pay all expenses of uncovering and identifying the Work, of examination and testing, and of satisfactory reconstruction. If, however, such Work is found to meet the requirements of the Contract, the actual cost of the Contractor’s labor and material necessary involved in uncovering the Work, the cost of examination and testing and Contractor’s cost of material and labor necessary for replacement shall be paid to the Contractor and the Contractor shall, in addition, if completion of the Work has been delayed thereby, be granted a suitable extension of time.

2.2.17 The Design Consultant will recommend to the County that the Work be suspended, when in the Design Consultant’s judgment, the drawings and specifications are not being followed. Any such suspension shall be continued only until the matter in question is resolved to the satisfaction of the County. The cost of any such Work stoppage shall be borne by the Contractor unless it is later determined that no fault existed in the Contractor’s Work.

2.2.18 The Design Consultant will review Contractor's submittals such as Shop

Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and for general compliance with the Contract Documents. Such action shall be taken within fourteen days of receipt unless specified otherwise.

2.2.19 The County will establish with the Design Consultant procedures to be followed for review and processing of all Shop Drawings, catalog submittals, project reports, test reports, maintenance manuals, and other necessary documentation, as well as requests for changes and applications for extensions of time.

2.2.20 The Design Consultant will review Change Orders as required under the

Contract Documents.

2.2.21 The Design Consultant and the County will conduct inspections to determine the dates of Substantial Completion and Final Completion, and will jointly issue a final Certificate for Payment. The Design Consultant and County shall be responsible for issuance of Certificates of Substantial and Final Completion.

2.2.22 The Design Consultant will prepare a set of reproducible record prints of

Drawings showing significant changes in the Work made during the construction process, based on neatly and clearly marked-up prints, Drawings, and other data furnished by the Contractor. The Design Consultant will also provide the County assistance in the original operation of any equipment or system such as initial start-up, testing, adjusting, and balancing.

2.2.23 In case of the termination of the employment of the Design Consultant, the

County may appoint a new Design Consultant whose status under the Contract Documents shall be that of the former Design Consultant, or the County may assume all of the services of the Design Consultant thereafter.

ARTICLE 3

OWNER/COUNTY

3.1 DEFINITION

3.1.1 The County is the person or entity identified as such in the

County-Contractor Contract and is represented by the Facilities Construction Division. The County is referred to throughout the Contract Documents as if singular in number.

3.1.2 Owner/County Brevard County

C/O Public Works Department/Facilities Attn: Tim Lawry, Construction Manager 2725 Judge Fran Jamieson Way Building A, 2nd Floor Viera, Florida 32940

(321) 633-2050

3.2 CONSTRUCTION PROGRAM MANAGER (IF APPLICABLE)

3.2.1 The County may contract with a Construction Program Manager who will assist and advise the County during Project construction and until the issuance of the final Certificate for Payment. If a Construction Program

Manager is utilized, the County’s communications with the Contractor and the Design Consultant shall generally be through the Construction Program Manager, who will assist the Owner with regard to the Project.

The County must approve all payments to the Contractor and, notwithstanding anything in the Contract Documents to the contrary, only the County has the authority to authorize or issue Change Orders.

Neither the Design Consultant nor Construction Program Manager shall have any authority to authorize or issue change orders. If applicable, all of the Contractor's communications to the County or to the Design Consultant shall be exclusively through the Construction Program Manager.

3.2.2 The Construction Program Manager, if applicable, will represent the

County, but the County has the right but not the duty to countermand any decision or action of the Construction Program Manager, and to follow or reject the advice of the Construction Program Manager. The Construction Program Manager is not authorized to revoke, alter, change, relax, or release any requirements of the Contract, nor to approve or accept any portion of the Work not performed in accordance with, nor to issue instructions contrary to, the Contract Documents.

3.3 INFORMATION, SERVICES AND RIGHTS OF THE COUNTY

3.3.1 The County will provide administration of the Contract as hereinafter described.

3.3.2 The County shall at all times have access to the Work whenever it is in preparation or progress. The Contractor shall provide safe facilities for such access.

3.3.3 County shall not be responsible for or have control or charge of construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with Work, and will not be responsible for Contractor's failure to carry out the Work in accordance with the Contract Documents.

3.3.4 The County or Design Consultant will have authority to require special inspection or testing of the work in accordance with Subparagraph 2.2.14, whether or not such Work has been fabricated, installed, or completed.

However, neither the County’s or Design Consultant’s authority to act under this Subparagraph, nor any decision made by the County or Design Consultant in good faith either to exercise or not to exercise such authority shall give rise to any duty or responsibility of the County or Design Consultant to the Contractor, any Subcontractor, any of their agents or employees, or any other person performing any of the Work.

3.3.5 The County shall have the authority and discretion to call, schedule, and conduct job meetings to be attended by the Contractor, representatives of his Subcontractors, and the Design Consultant, to discuss such matters as procedures, progress, problems, and scheduling.

3.3.5.1 The Contractor is required to attend scheduled job site progress conferences as called by the Design Consultant. Contractor shall be represented at these job progress conferences by an authorized representative of the home office of the Contractor as well as by project personnel representatives. These meetings shall be open to subcontractors and material suppliers, and any others who can contribute shall be encouraged by Contractor to attend. It shall be the principal purpose of these meetings, or conferences, to affect coordination, cooperation and assistance in every practical way toward the end of maintaining progress of the project on schedule and to complete the project within the specified Contract Time. The Contractor and subcontractors shall be prepared to assist progress of the work and to recommend remedial measures for the correction of progress as may be appropriate. The County shall be the coordinator of the conferences and shall preside as chairman or assign the responsibility to the Design

3.3.6 The County, with the Design Consultant’s assistance, will establish procedures to be followed for processing all Shop Drawings, catalogs, pay requests, change orders, test reports, maintenance manuals, and any other project reports and/or documentation.

3.3.7 The Design Consultant will review and make recommendations regarding all requests for changes and the Design Consultant shall implement the processing of Change Orders, including applications for extension of the Contract Time.

3.3.8 The County, however, will not be responsible for the failure of Contractor to plan, schedule, and execute the Work in accordance with the approved schedule or the failure of the Contractor to meet scheduled completion dates or the failure of the Contractor to schedule and coordinate the Work of the Contractor’s own trades and Subcontractors or to coordinate and cooperate with other separate contractors.

3.3.9 The County, in consultation with the Design Consultant, will each review and process all Applications for Payment by the Contractor, including the final Application for Payment within seven calendar days.

3.3.10 The County and Design Consultant shall not be responsible or liable to

Contractor for the acts, errors or omissions of the Contractor, any separate Subcontractor, any separate contractor or any contractor's or subcontractor's agents or employees, or any other persons performing any of the Work.

3.3.11 The County shall furnish all surveys describing the physical characteristics, legal limitations and utility locations for the site of the Project. Such documents are not part of the Contract Documents and are provided for Contractor's information only.

3.3.12 The County shall secure and pay for necessary easements required for permanent structures or for permanent changes in existing facilities. The

Contractor shall provide all necessary as-built legal descriptions and documentation required for applicable easements, on a timely basis in order to avoid any adverse impact on project schedule.

3.3.13 The County will make available for the Contractor's reasonable review, at the County’s offices or together with the Contract Documents, certain boring logs, geotechnical, soils and other reports, surveys and analyses pertaining to the Contract site of which the County is aware and has in its possession. Any boring logs that are provided to the Contractor are only intended to reflect conditions at the locations of the borings and do not necessarily reflect site conditions at other locations. Any reports, surveys, boring logs and analyses provided by County are for the Contractor's information only, and their accuracy and completeness are not guaranteed or warranted by the County or the Design Consultant, and such reports are not adopted by reference into, nor are they part of the Contract Documents. Notwithstanding any factual statement, conclusion, or any language or recommendations contained in such reports, the Contractor assumes full responsibility for inspection of the site and determination of the character, legal limits, quality and quantity of any soil, surface or subsurface conditions that may be encountered or which may affect the Work, and for the means and methods of construction that the Contractor employs when performing the Work.

3.3.14 The foregoing rights are in addition to other rights of the County enumerated herein and those provided by law.

3.4 COUNTY’S RIGHT TO STOP OR TO SUSPEND THE WORK

3.4.1 If Contractor fails to correct defective Work as required by Paragraph 13.2 or fails to carry out the Work or supply labor and materials in accordance with the Contract Documents, the County by a written order may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated.

3.4.2 The County may order the Contractor in writing to suspend, delay, or interrupt all or any part of the Work for such period of time as the County may determine to be appropriate for the convenience of the County.

3.4.3 If the performance of all or any part of the Work is, for an unreasonable period of time, suspended, delayed, or interrupted by an act of the County or the Design Consultant in the administration of this Contract, or by failure of any one of them to act within the time specified in this Contract (or if no time is specified, within a reasonable time), an adjustment shall be made for an increase in the actual time required for performance of the Work by the Contractor, due solely to such unreasonable suspension, delay, or interruption and the Contract modified in writing accordingly.

However, no claim for an extension of time shall be made under this Subparagraph 3.4.3 for any suspension, delay, or interruption pursuant to Subparagraph 3.4.1, or for which claim is provided or excluded under any other provision of this Contract. No claim under this Subparagraph shall be allowed for an extension of time required for performance, unless the claim for an extension of time is asserted in writing as soon as practicable after the termination of such suspension, delay, or interruption or no later than Twenty days after the act or failure to act involved. The Contractor must submit to the County a written statement setting forth, as then practicable, the extent of such claimed time extension. Any time extension granted shall only be for the unreasonable portion of the delay to critical work activities and in accordance with Article 8 hereof.

3.4.4 In the event of a suspension of work or delay or interruption of work per

Subparagraph 3.4.3, the Contractor will and will cause the Contractor’s subcontractors to protect materials and work against damage or injury from the weather and maintain completed and uncompleted portions of the work as required by the Contract Documents. If, in the opinion of the County any work or material shall have been damaged or injured by reason of failure on the part of the Contractor or any of its subcontractors to so protect same, such work and materials shall be removed and replaced at the expense of the Contractor.

3.4.5 No claim by the Contractor for an equitable adjustment under

Subparagraph 3.4.3 shall be allowed if asserted after final payment under this Contract.

3.5 COUNTY’S RIGHT TO CARRY OUT THE WORK

3.5.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within seventy two hours after receipt of written notice from the County to commence and continue correction of such default or neglect with diligence and promptness, the County may, with a copy of such notice sent to the Contractor’s surety, and without prejudice to any other remedy, make good such deficiencies and may further elect to complete all Work or any portion thereof, through such means as the County may select, including the use of a new contractor pursuant to Subparagraph 3.5.2. In such case the Owner shall provide notice to the Contractor's surety and an appropriate Change Order shall be issued deducting from the payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for the Design Consultant's, the Owner’s additional services made necessary by such default, neglect or failure. Notwithstanding the County’s right to carry out a portion of the work, maintenance and protection of the work remains the Contractor's and Surety's responsibility as provided for in the Performance Bond and Guarantee of Contractor.

3.5.2 Whenever the Contractor is declared by the County to be in default under the Contract, the Surety shall promptly remedy the default, or shall promptly:

1) Complete the Contract in accordance with its terms and conditions, or,

2) Obtain a bid or bids for completing Contract in accordance with its terms and conditions upon determination by County and Surety jointly of lowest qualified bidder, arrange for a contract between such bidder and Surety to complete Work and provide any required warranty work on service.

ARTICLE 4

CONTRACTOR

4.1 DEFINITION

4.1.1 The Contractor is the person or organization identified as such in the

County-Contractor Contract and is referred to throughout the Contract Documents as if singular in number. The term Contractor means the Contractor or its authorized representative, who shall have authority to bind the Contractor in all matters pertinent to this Contract.

4.1.2 This entire Contract is not one of agency by the Contractor for County but one in which Contractor is engaged independently in the business of providing the services and performing the Work herein described as an independent contractor.

4.2 REVIEW OF CONTRACT DOCUMENTS

4.2.1 Before placing a proposal to the County, and continuously after execution of the Contract, the Contractor shall carefully study and compare the Contract Documents and shall at once report to the County through the Design Consultant any error, inconsistency or omission the Contractor may discover, including any requirement which may be contrary to any law, ordinance, rule, regulation or order of any public authority bearing on the performance of the Work. If the Contractor has reported in writing an error, inconsistency or omission, has promptly stopped the affected work until otherwise instructed, and has otherwise followed the instructions of the County, the Contractor shall not be liable to the County or the Design Consultant for any damage resulting from any such errors, inconsistencies or omissions in the Contract Documents. The Contractor shall perform no portion of the Work at any time without being awarded the Contract and receiving a Notice to Proceed under these Contract Documents, and, where required, possessing approved Shop Drawings, Product Data or Samples for such portion of the Work.

4.2.2 The Contractor and all Subcontractors shall keep at the site of the Work at least one copy of an approved set of drawings and specifications, including all modifications and clarifications, and approved submittals and shall at all times give the County and the Design Consultant, inspectors, as well as other representatives of the County access thereto.

4.3 SUPERVISION AND CONSTRUCTION PROCEDURES

4.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over all construction means, methods, techniques, sequences and procedures of construction and for coordinating all portions of the Work under the Contract.

4.3.1.1 It shall be the responsibility of the Contractor to coordinate the work with other Prime Contractors; to maintain a progress schedule for all Prime Contractors for this project; and to notify the County and the Design Consultant of any changes in the progress schedule. The Contractor shall be responsible for providing adequate notice to all Prime Contractors to insure efficient continuity of all phases of the project work. Each other Prime Contractor is held responsible for keeping the Contractor fully informed as to its work progress, including immediate notification of any work progress changes.

4.3.2 The Contractor shall be responsible to the County for the acts and omissions of the Contractor’s employees, Subcontractors and Sub- subcontractors, suppliers, their agents and employees, and other persons performing any of the Work and for their compliance with each and every requirement of the Contract Documents, in the same manner as if they were directly employed by the Contractor.

4.3.3 The Contractor shall not be relieved from any obligations to perform the

Work in accordance with the Contract Documents either by the acts, failures to act or duties of the County or the Design Consultant in their administration of the Contract, or by inspections (or lack thereof), tests or approvals (or lack thereof) required or performed under Paragraph 7.6 by persons other than the Contractor.

4.3.4 Before starting any section of work, the Contractor shall carefully examine all preparatory work that has been executed to receive the Contractor’s work to see that it has been completed in accordance with the Contract Documents. The Contractor shall check carefully, by whatever means are required, to ensure that all Work and adjacent, related work will finish to proper and required standards for quality, contours, planes, and levels.

4.3.5 The Contractor understands and agrees that the County and Design

Consultant will not be responsible for and will not have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, and they will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The County and the Design Consultant will not be responsible for or have control or charge over the acts or omissions of the Contractor, Subcontractors, or any of their agents or employees, or any other persons performing any of the Work.

4.3.6 The Contractor shall employ no plant, equipment, materials, methods or persons to which the County and Design Consultant have a reasonable objection and shall remove no portion of the Work or stored materials from the site of the Work.

4.4 CONTRACTOR'S REPRESENTATIONS

4.4.1 By entering into this Contract with the County, the Contractor represents and warrants the following, together with all other representations and warranties in the Contract Documents:

1. that the Contractor is experienced in and competent to perform the type of work required, has the necessary certifications and/or licenses to perform the work (and will maintain such certifications/licenses for the duration of the Contract) and is able to furnish the plant, materials, supplies or equipment to perform the work;

2. that the Contractor is financially solvent, able to pay its debts as they mature, and possessed of sufficient working capital to initiate and complete the Work required under the Contract;

3. that the Contractor is familiar with all Federal, State, and County laws, ordinances, permits, regulations and resolutions which may in any way affect the Work or those employed therein, including but not limited to any special laws or regulations relating to the Work or any part thereof;

4. that such temporary and permanent work required by the Contract

Documents which is to be done by the Contractor will be satisfactorily constructed and fit for use for its intended purpose and that such construction will not injure any person, or damage any property;

5. that the Contractor has carefully examined the Contract Documents and the site of the Work and that from those investigations, the Contractor is satisfied and familiar with: (1) the nature and location of the Work; (2) the character, legal limits, quality and quantity of surface and subsurface materials likely to be encountered, including, but not limited to, all structures and obstructions on or at the project site, both natural and man-made; (3) the character of equipment and other facilities needed for the performance of the Work; (4) the general and local conditions including without limitation its climatic conditions, the availability and cost of labor and the availability and cost of materials, tools and equipment; (5) the quality and quantity of all materials, supplies, tools, equipment, labor and professional services necessary to complete the work in the manner required by the Contract Documents; and (6) all other matters or things which could in any manner affect the performance of the Work;

6. that the Contractor will fully comply with all requirements of the

Contract Documents;

7. that the Contractor will perform the Work consistent with good workmanship, sound business practice, and in the most expeditious and economical manner consistent with the best interests of the County;

8. that the Contractor will furnish efficient business administration and experienced superintendence and an adequate supply of workers, equipment, tools and materials at all times;

9. that the Contractor has carefully reviewed the Work required and that the Work can be planned and executed in a normal and orderly sequence of Work and reasonably scheduled so as to ensure completion of the work in accordance with the Contract Documents, allowing for normal and reasonably foreseeable weather, labor and other delays, interruptions and disruptions of the Work;

10. that the Contractor will complete the Work within the Contract Time and all portions thereof within any required Contract milestones:

and

11. that the Contract price is based upon the labor, materials, systems and equipment required by or reasonably inferable from the Contract Documents, without exception.

4.5 LABOR AND MATERIALS

4.5.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for all labor, materials, equipment, supplies, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary or proper for or incidental to the execution and completion of the Work required by and in accordance with the Contract Documents and any applicable code or statute, whether specifically required by the Contract Documents or whether their provision may reasonably be inferred as necessary to produce the intended results, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Final payment will not be made until the Work is so completed. The Contractor hereby acknowledges that its bid price is not based upon any claim to the land, timber, soils or other resources at the Construction site, except to the use of soils for necessary site work unless specified otherwise in the drawings and/or specifications.

4.5.2 The Contractor shall, at all times, enforce strict discipline and good order among its employees and shall not employ on the Work any unfit subcontractor or person or anyone not skilled in the task assigned. The County may, by notice in writing, require the Contractor to remove from the work any subcontractor or employee the County deems incompetent, careless or otherwise objectionable and Contractor shall provide for this contingency in all Subcontracts.

4.5.3 The Contractor shall be responsible for ensuring that the work is completed in a skillful and workmanlike manner.

4.5.4 The Contractor shall perform at least that percentage of the Work with forces that are in the direct employment of the Contractor's organization.

The Contractor shall submit to the County and/or Construction Program Manager within thirty calendar days after award of the Contract for the Work, and prior to the first Application for Payment, an identification and percentage of the Work to be performed by the Contractor with his own forces. The Contractor shall also identify the Work and percentage of Work to be performed by Minority Business Enterprise and Women’s Business Enterprise subcontractors and vendors. The percentage of the Work to be performed shall be calculated by adding the amount of work performed and dividing this sum by the total amount of the Contract. No portion of the Contract shall be subcontracted or otherwise performed by a party not the Contractor, except with the written consent of the County.

4.5.5 All equipment, apparatus and/or devices of any kind to be incorporated into the work that are shown or indicated on the drawings or called for in the specifications or required for the completion of the work shall be entirely satisfactory to the County and…