Attachment G - Sample Contract.pdf

[Contractor Name] [Project Name]

CCS v.230612

CONTRACT FOR CONSTRUCTION SERVICES

BETWEEN

SEMINOLE TRIBE OF FLORIDA

AND

THIS CONTRACT (the “Contract”) is made, entered into and effective as of the date of the last signature of this Contract by and between the SEMINOLE TRIBE OF FLORIDA, a federally recognized Indian Tribe under 25 U.S.C. §5123 (“Owner”) and ____________________________, a _______________________ (“Contractor”).

PART I OF CONTRACT

A. Identification information

OWNER:

SEMINOLE TRIBE OF FLORIDA,

A FEDERALLY RECOGNIZED INDIAN

TRIBE UNDER 25 U.S.C §5123

CONTRACTOR:

OWNER ADDRESS:

6300 STIRLING ROAD,

HOLLYWOOD FLORIDA 33024

PHONE: (954) 966-6300

CONTRACTOR ADDRESS:

OWNER REPRESENTATIVE: CONTRACTOR REPRESENTATIVE:

PROJECT DESCRIPTION: ENGINEER NAME AND ADDRESS:

PROJECT LOCATION AND ADDRESS:

SAMPLE

ATTACHMENT G

[Project Name]

CCS v.230612

B. Scope of Work

The scope of work (“Work”) under the Contract includes construction services on the ___________ Seminole Indian Reservation. The Work is subject to all applicable federal, state, and local laws, and Owner regulations. The Work to be performed by Contractor for Owner include, but is not limited to, the [choose either tasks associated in Exhibit “__” OR following]:

1) _________________________________________________________.

C. Contract Sum

1. The Contract sum, including authorized adjustments, is the total amount payable by Owner to Contractor for performance of the Work under the Contract (“Contract Sum”).

2. Owner agrees to pay to Contractor and Contractor agrees to accept a sum not to exceed __________________________________________ ($ ), inclusive of ________________, subject to any increase or decrease in price as provided in the Terms and Conditions of the Contract, including the Allowances stated in Exhibit __ and as provided in Part II Section 4.8.

D. Contract Time

The Contract time shall be measured from the date a Notice to Proceed is issued to Contractor, and is the period of time, including authorized adjustments (“Contract Time”). Unless otherwise specifically designated, the word “day” as used in the Contract shall mean a calendar day. Time limits stated in the Contract are of the essence of the Contract. By executing the Contract, Contractor confirms that the Contract Time is a reasonable period for performing the Work.

1. The date of commencement of the Work shall be the date of commencement as stated in the Notice to Proceed.

2. The Work shall be substantially completed, as defined in Part II Section 10.1, within

______________ (__) calendar days from the commencement date stated in the Notice to Proceed.

The Work shall be entirely complete (final) within _______________ (__) calendar days from the commencement date stated in the Notice to Proceed.

3. Contractor shall not knowingly, except by agreement or instruction of Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 12 to be furnished by Contractor to Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract or a Notice to Proceed given by Owner, Contractor shall notify Owner in writing not less than five (5) calendar days or other agreed period before commencing the Work.

3. If Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of Owner or Architect/Engineer, or of an employee of either, or of a separate contractor employed by Owner, or by changes ordered in the Work, or by occurrences beyond the

CCS v.230612 control and without the fault or negligence of Contractor and which by the exercise of reasonable diligence Contractor is unable to prevent or provide against, including labor disputes, (other than disputes limited to the work force of, or provided by, Contractor), unusual delay in deliveries not reasonably anticipatable and, unavoidable casualties, or by fire or other major casualty events to be covered under the property insurance regardless of cause (except for willful misconduct or gross negligence of Contractor or anyone for whom Contractor is responsible) or by other occurrences which the Architect/Engineer, subject to Owner’s approval, determines may justify delay, then provided that Contractor is in compliance with Article 15 of Part II hereof, the Contract Time shall be extended by Change Order for the length of time actually and directly caused by such occurrence as determined by the Architect/Engineer with consultation with Owner and accepted by Contractor; provided, however, that such extension of Contract Time shall be net of any delays caused by or due to the fault or negligence of Contractor or which are otherwise the responsibility of Contractor (except with respect to any delays caused by fire and other casualty events to be covered under the property insurance regardless of cause (except for willful misconduct or gross negligence of Contractor or anyone for whom Contractor is responsible), and shall also be net of any contingency or "float" time allowance included in Contractor’s construction schedule. In the event of any occurrence likely to cause a delay, Owner, Contractor, and Architect/Engineer shall cooperate in good faith with each other to minimize and mitigate the impact of any such occurrence and do all things reasonable under the circumstances to achieve this goal.

4. Liquidated damages will be applicable at ___________________ ($ ) per calendar day for each day of delay beyond the Contract Time for Substantial Completion. The same rate of liquidated damages shall also be applied for each day of delay in achieving the Contract Time for Final Completion. Contractor acknowledges that delayed performance will damage Owner, but by their nature such damages are difficult to ascertain. Accordingly, the liquidated damages provisions stated in this Contract are not intended to be a penalty and are solely intended to compensate for damages.

E. Exhibits Incorporated into Contract

Part I of the Contract consists of the Exhibits and Attachments (“Contract Documents”) described below which are listed, attached, and incorporated into the Contract:

EXHIBITS

DESCRIPTION ATTACHED

Exhibit A – Bid Form Exhibit B – Acknowledgement of Receipt of Addenda Exhibit C – Statement of Qualifications and Resumes Exhibit D – Contractor Certification Regarding Debarment and Suspension Exhibit E - Non-Collusion Affidavit of Prime Bidder Exhibit F - Proposed Sub-Contractor List Exhibit G – Bond Forms and Certificate of Ability to Obtain Performance Bonds Exhibit H - List of Recently Completed Projects and Contract Amounts Exhibit I - List of References

CCS v.230612

Exhibit J – Insurance Requirements and Certificate of Insurance Exhibit K – Firm Certification Exhibit L – Drug-Free Workplace Form Exhibit M – Proposed Sample Agreement Exceptions Exhibit N - Certificate of Authority to Do Business in The State of Florida – Occupational License

Exhibit O - Florida Department of Business and Professional Regulation – License(s), Certification(s) and/or Registration(s)

Exhibit P – Addenda (Incorporated by Reference) Exhibit Q - Alternates and Allowances ATTACHMENTS (attached and incorporated by reference)

DESCRIPTION ATTACHED

Attachment A - Plans Attachment B – Specifications Attachment C – Geotechnical Report Attachment D – Topographic Survey

This Contract is made, entered into and is effective as of the date of the last signature by the authorized signatories hereto.

This Contract multiple contains Parts and Exhibits as specified in Part I, E above and Part II.

END OF TEXT. SIGNATURES APPEAR ON FOLLOWING PAGE.

CCS v.230612

IN WITNESS WHEREOF, the parties have executed this Contract by their duly authorized representatives on the respective dates set forth below at the Hollywood Seminole Indian Reservation, Broward County, Florida.

OWNER: CONTRACTOR:

SEMINOLE TRIBE OF FLORIDA _________________________

By: By:

Name: Marcellus W. Osceola, Jr. Name:

Title: Chairman Title:

Date: Date:

CCS v. 230724

PART II OF CONTRACT FOR CONSTRUCTION SERVICES BETWEEN

OWNER AND CONTRACTOR

PART II OF CONTRACT: TERMS AND CONDITIONS

ARTICLE I GENERAL PROVISIONS

§ 1.1 DEFINITIONS

§ 1.1.1 THE CONTRACT DOCUMENTS

The Contract Documents consist of the Contract between Owner and Contractor (hereinafter the Contract), Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Contract and Modifications issued after execution of the Contract. A modification is (1) a Change Order, (2) a Construction Change Directive or (3) a written order for a minor change in the Work issued by Owner. The Contract Documents do not include other documents such as proposal requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, or portions of Addenda relating to bidding requirements).

§ 1.1.2 THE CONTRACT

The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Change Order. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between Engineer and Contractor, (2) between Owner and a Subcontractor or Sub-subcontractor, (3) between Owner and Engineer or (4) between any persons or entities other than Owner and Contractor. Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of Engineer's duties.

§ 1.1.3 THE WORK

The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by Contractor to fulfill Contractor's obligations. The Work may constitute the whole or a part of the Project.

§ 1.1.4 THE PROJECT

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 Owner or by separate contractors.

§ 1.1.5 THE DRAWINGS

The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location, and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. These are listed in Part I, Paragraph E, Exhibits Incorporated into Contract.

§ 1.1.6 THE SPECIFICATIONS

The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. These are listed in Part I, Paragraph E, Exhibits Incorporated into Contract.

§ 1.1.7 THE PROJECT MANUAL

The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. These are listed in Part I, Paragraph E, Exhibits Incorporated into Contract.

§1.1.8 OWNER

The Owner is the person or entity identified as such in the Contract and is referred to throughout the Contract Documents as if singular in number. Owner shall designate in writing a representative who shall have express authority to bind Owner with respect to all matters requiring Owner's approval or authorization.

§ 1.1.9 CONTRACTOR

The Contractor is the person or entity identified as such in the Contract and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized representative.

§ 1.1.10 SUBCONTRACTOR

A Subcontractor is a person or entity who has a direct contract with Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor.

§ 1.1.11 SUB-SUBCONTRACTOR

A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor.

§ 1.1.12 CHANGE ORDER

A Change Order is a written instrument prepared by Owner and signed by Owner and Contractor, stating their agreement upon all of the following:

1. change in the Work;

2. the amount of the adjustment, if any, in the Contract Sum; and

3. the extent of the adjustment, if any, in the Contract Time.

§ 1.1.13 CONSTRUCTION CHANGE DIRECTIVES

A Construction Change Directive is a written order directed to Contractor and signed by Owner, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both.

§1.1.14 ENGINEER

The Engineer is the architect or engineer of record selected by Owner. The term “Engineer” means the Engineer or the Engineer’s authorized representative

§1.2 CONTRACT DOCUMENTS

This Contract is made up of Part I and Part II, as well as the any exhibits or attachments enumerated in Part I and represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral.

§ 1.2.1 Contractor represents that as part of its submission of its price proposal it has reviewed the Plans and Specifications of the Contract Documents and acknowledges that the documents are sufficiently complete in detail for Contractor to perform Work required to produce the results intended by the Contract Documents and comply with all requirements of the Contract Documents.

§ 1.2.2 Contractor shall execute the entire Work described in the Contract Documents. This Work involves all applicable and necessary Work for the Project. Contractor shall provide all material, equipment, services, and any other items necessary to fully complete the Work. Contractor shall, at its own expense as part of the Contract Sum, secure all licenses, furnish all labor, material, plant, office space, tools, equipment, machinery, scaffolding, cartage, electric current for power purposes and provide all other items, services and personnel necessary for the full and diligent prosecution of the Work, all in compliance with applicable statutes, building codes, ordinances and regulations and in a first class workmanlike manner in strict accordance with the requirements of the Project as well as the directions of the Project Engineer and Owner and to the satisfaction of Owner.

§ 1.2.3 Contractor acknowledges that no representations as to the Work have been made by Owner, Engineer or by anyone on Owner’s behalf, except as in this Contract expressly set forth. Contractor warrants and represents that it has visited the site of the proposed Work, that it has familiarized itself with existing conditions and the character of the operations to be carried on the Project per the requirements of the design documents and that it fully understands the facilities, difficulties and restrictions attending the execution of the Work under the Contract; Contractor acknowledges that it has examined the Project and applicable regulatory requirements and from its own investigations has satisfied itself as to the nature and location of the Work, the general and local conditions, and all matters which may in any way affect the Work or its performance, and Contractor agrees that it will not make any claim for or have any right to, damages because of any misinterpretation or misunderstanding of the Contract or because of any lack of information or because of any incorrect information or inaccuracies contained or conveyed by any borings or by any diagrams, drawings, surveys, maps or samples, or by reason of any conditions (subsurface of otherwise) at the site which are not disclosed thereby unless such conditions could not have been discovered by a legitimate investigation of Contractor. Contractor further acknowledges that any estimate of quantities set forth in this Contract is approximate, that the quantity of labor and materials requisite to complete its work may be more or less than estimated, and that no action for damages shall accrue to Contractor by reason of such difference, if any in the absence of a written change order.

§ 1.3 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS

§ 1.3.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event of conflicts or discrepancies between or among the Contract Documents, interpretations will be based on the following priorities:

1. Change Orders and Amendments, with those of later date having precedence over those of earlier date.

2. The Contract, with Addenda thereto taking precedence.

3. Drawings and Specifications. In the case of an inconsistency between Drawings and Specifications or within either Document not clarified by Addendum, the better quality or greater quantity of Work shall be provided in accordance with Engineer’s interpretation.

4. The General Conditions of the Contract for Construction.

§ 1.3.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.

§ 1.3.3 Unless otherwise stated in the Contract Documents, words which have well-known technical, or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.

§ 1.3.4 Contractor acknowledges and declares it has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. In connection therewith, Contractor specifically represents and warrants to Owner that it has, by careful examination, satisfied itself as to: (1) the nature, location and character of the Project and the site, including, without limitation, the surface conditions of the site and all structures and obstructions thereof, both natural and man-made, and all surface water conditions of the site and the surrounding area; (2) the nature, location and character of the general area in which the Project is located, including, without limitation, its climatic conditions, available labor supply and labor costs, and available equipment supply and equipment costs; and (3) the quality and quantity of all materials, supplies, tools, equipment, labor and professional services necessary to complete the Work in the manner and within the cost and time frame required by the Contract Documents.

§ 1.3.5 In connection with the foregoing and being in the process of reviewing the Contract Documents and having visited the site, Contractor acknowledges and declares it has no current knowledge of any discrepancies, omissions, ambiguities, or conflicts in said Contract Documents, and that if it becomes aware of any such discrepancies, omissions, ambiguities, or conflicts in said Contract Documents, it will promptly notify Owner of such fact.

§ 1.3.6 In arriving at Contract Sum and the Contract Time, Contractor will, as an experienced and prudent contractor, exercise its best judgment and expertise to include the impact of such circumstances upon the Contract Sum and the Contract Time. The parties agree that time is of the essence with respect to all time requirements in the Contract Documents.

§ 1.3.7 The Work shall consist of all items specifically included in the Contract Documents, as well as all additional items of work which are reasonably inferable from that which is specified in order to complete the Work in accordance with the Contract Documents. The Contract Documents are complementary, and what is required by any one Contract Document shall be as binding as if required by all.

§ 1.3.8 When more than one material, brand or process is specified for a particular item of Work, the choice shall be Contractor’s. Contractor may, after notifying Owner, select the one it considers to be the best.

Approval by Owner of materials, suppliers, processes, or Subcontractors does not imply a waiver of any Contract requirements including, without limitation, Contractor’s warranty.

§ 1.3.9 All Work shall conform to the Contract Documents. No change therefrom shall be made without review and written acceptance by Owner and Engineer.

§ 1.4 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER

INSTRUMENTS OF SERVICE

§ 1.4.1 The Drawings, Specifications, and other documents, including those in electronic form, prepared by Engineer and Engineer's subconsultants are Instruments of Service through which the Work to be executed by Contractor is described. Contractor may retain one record set. Neither Contractor nor any Subcontractor, Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by Engineer or Engineer's subconsultants, and unless otherwise indicated Engineer and Engineer's consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of Instruments of Service, except Contractor's record set, shall be returned or suitably accounted for to Engineer, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by Engineer and Engineer's consultants, and copies thereof furnished to Contractor, are for use solely with respect to this Project. They are not to be used by Contractor or any Subcontractor, Sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of Owner, Engineer, and Engineer's consultants.

Contractor, Subcontractors, Sub- subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by Engineer and Engineer's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by Engineer and Engineer's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of Engineer's or Engineer's consultants' copyrights or other reserved rights.

ARTICLE 2 THE WORK OF THIS CONTRACT

Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others.

§ 2.1 The Work required by the Contract Documents, including, without limitation, all construction details, construction means, methods, procedures and techniques necessary to perform the Work, use of materials, selection of equipment and requirements of product manufactures are consistent with (1) good and sound practices within the construction industry; (2) generally prevailing practices in the accepted industry's standard application work; and (3) requirements of any warranties applicable to the Work. Prior to initiating any of the Work, Contractor shall carefully study and compare all Contract Documents and shall at once report to Engineer and Owner in writing any (i) error, inconsistency or omission found occurring therein.

If Contractor performs or allows any subcontractor performing any of the Work knowing it to be (i) subject to error, inconsistency or omission in the Plans and Specifications, Contractor shall bear the costs of correcting such work.

§ 2.2 The Contract Documents are intended to include all items necessary for the proper execution and completion of the Work by Contractor. The Contract Documents are complementary and supplement each other. Any Work or materials shown, mentioned or reasonably inferable in one and not shown or reasonably inferable in others are still to be furnished by Contractor without extra charge. The enumeration of particular items is still to be furnished by Contractor without extra charge. The enumeration of particular items in the Contract Documents or in the Project Manual, Specifications and/or Drawings shall not be construed to exclude other items. The intention of the Contract Documents is to include all labor, materials, engineering, equipment, transportation, tools, plans, appliances, appurtenances, and other facilities, whether specified herein or not, necessary for the proper execution and completion of the Work for the Contract Sum and within the Contract Time. A more specific provision will take precedence over the less specific; a more stringent will take precedence over the less stringent; the more expensive item will take precedence over the less expensive. On all drawings, figures take precedence over scaled dimensions. Scaling of dimensions, if done, is done at Contractor's own risk. Where a conflict in and between Contract Documents appears to occur, the higher quality and the greater quantity of both materials and labor shall govern and shall be intended to be included in the Contract Sum. All indications and notations on the drawings and specifications that apply to one area, shall apply to the other areas.

§ 2.3 If Contractor is required to furnish a payment and performance bond, such bonds shall be executed by it with a fidelity or surety company in form and amount satisfactory to Owner. The Performance Bond shall guarantee the faithful performance of all contact obligations of this Contract. The Payment Bond shall be an unconditional payment bond and assure the prompt payment of all claims of lienors and laborers. The cost of the bond shall be considered an alternative add to the Contract Sum.

§ 2.4 Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of Owner or Engineer in the administration of the Contract, or by tests, inspections or approvals required or performed by persons other than Contractor.

ARTICLE 3 OWNER

§ 3.1 INFORMATION AND SERVICES REQUIRED OF THE OWNER

§ 3.1.1 Except for permits and fees, including those required under Section 4.7.1, which are the responsibility of Contractor under the Contract Documents, Owner shall secure and pay for necessary approvals, easements, assessments, and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities.

3.1.2 Owner may furnish surveys describing physical characteristics, legal limitations, and utility locations for the site of the Project, and a legal description of the site however, the furnishing of these surveys and the legal description of the site shall not relieve Contractor from its duties under the Contract Documents in general and Sections 1.3.4 and 1.3.7 of the general Conditions in particular. There is no warranty or guaranty, either expressed or implied, that the conditions indicated by such investigations or records thereof, or that unforeseen developments may not occur, or that materials other than or in proportions different from those indicated may not be encountered. Contractor shall undertake such further investigations and studies as may be necessary or useful. In connection with the foregoing, and subject to Section 15.4, Contractor shall be solely responsible for locating (and shall locate prior to performing any Work) all utility lines, telephone company lines and cables, sewer lines, water pipes, gas lines, electrical lines, including, without limitation, all buried pipelines and buried telephone cables and shall perform the Work in such a manner so as to avoid damaging any such lines, cables, pipes and pipelines. In the event that actual locations differ materially from the information provided by Owner, then Contractor shall provide prior written notice to Owner before executing the Work and adjustments to time and/or compensation (whether increases or decreases) shall be made accordingly but only to the extent such differing locations cause an actual increase or decrease (as applicable). Contractor shall exercise proper precautions relating to the safe performance of the Work.

§ 3.1.3 Information or services required of Owner by the Contract Documents shall be furnished by Owner with reasonable promptness. Any other information or services relevant to Contractor's performance of the Work under Owner’s control shall be furnished by Owner after receipt from Contractor of a written request for such information or services.

§ 3.1.4 Unless otherwise provided in the Contract Documents, Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work.

§ 3.2 OWNER’S RIGHT TO STOP THE WORK

§ 3.2.1 If Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Section 11.2 or fails to carry out Work in accordance with the Contract Documents, or fails or refuses to provide a sufficient amount of properly supervised and coordinated labor, materials or equipment as to be able to complete the Work within the Contract Time subject to Owner being in compliance with its payment obligations hereunder or disregards the instructions of Owner when based on requirements of the Contract Documents or Contractor is using means and/or methods that Owner reasonably believes may cause damage to existing structures or facilities, Owner may issue a written order to Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated;

however, the right of Owner to stop the Work shall not give rise to a duty on the part of Owner to exercise this right for the benefit of Contractor or any other person or entity, except to the extent required by Section 7.1.3.

§ 3.3 OWNER’S RIGHT TO CARRY OUT THE WORK

§ 3.3.1 If Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) day period after receipt of written notice from Owner to commence and continue correction of such default or neglect with diligence and promptness, Owner may after such seven-day period give Contractor a second written notice to correct such deficiencies within a three-day period. If Contractor within such three- day period after receipt of such second notice fails to commence and continue to correct any deficiencies, Owner may, without prejudice to other remedies Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due Contractor the reasonable cost of correcting such deficiencies, including Owner’s expenses and compensation for Engineer’s additional services made necessary by such default, neglect, or failure. If payments then or thereafter due Contractor are not sufficient to cover such amounts, Contractor shall pay the difference to Owner.

ARTICLE 4 CONTRACTOR

§ 4.1 CONTRACTOR’S REPRESENTATIVE

§ 4.1.1 Contractor's representative shall not be changed without ten (10) calendar days written notice to the other party.

§ 4.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

§ 4.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by Owner pursuant to Section 3.2.2, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by Contractor shall be reported promptly to Owner and Engineer as a request for information in such form as Owner and Engineer may require.

§ 4.2.2 If any errors, inconsistencies, or omissions in Contract Documents are recognized by Contractor, any member of its organization, or any of its Subcontractors, Contractor shall be responsible for notifying Owner and Engineer in writing of such error, inconsistency, or omission before proceeding with the Work.

Said reasonable review shall not require Contractor to assume responsibility for the Project design or require it to perform a peer review of the Contract Documents. Owner will take such notice under advisement and within a reasonable time commensurate with job progress, render a decision. If Contractor fails to give such notice and proceeds with such Work, it shall correct any such errors, inconsistencies, or omissions, with

Contractor being liable for its appropriate portion of any increased costs associated with such corrective Work and with no extension of time.

§ 4.2.3 Any design errors or omissions noted by Contractor during this review shall be reported promptly to Engineer, but it is recognized that Contractor's review is made in Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents.

Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to Contractor shall be reported promptly to Owner and Engineer.

§ 4.2.4 If Contractor believes that additional cost or time is involved because of clarifications or instructions issued by Engineer in consultation with Owner when applicable in response to Contractor's notices or requests for information pursuant to Sections 4.2.1 and 4.2.3, Contractor shall make Claims as provided in Sections 15.6 and 15.7. If Contractor fails to perform the obligations of Sections 4.2.1 and 4.2.3, Contractor shall pay such costs and damages to Owner as would have been avoided if Contractor had performed such obligations. Contractor shall not be liable to Owner or Engineer for damages resulting from errors, inconsistencies, or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless Contractor recognized such error, inconsistency, omission, or difference and knowingly failed to report it to Owner and Engineer.

§ 4.2.5 Should the Specifications and Drawings fail to particularly describe the material or kind of goods to be used in any place, then it shall be the duty of Contractor to make inquiry of Owner as to what is best-suited. The material that would normally be used in this place to produce first quality finished Work shall be considered a part of the Contract.

§ 4.2.6 In addition to and not in derogation of Contractor’s duties under Section 1.3.1 hereof, Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents before commencing activities. Errors, inconsistencies, or omissions discovered shall be reported to Engineer and Owner at once. If Contractor fails to perform the obligations of Sections 4.2.1 and 4.2.3, Contractor shall pay such costs and damages to Owner as would have been avoided if Contractor had performed such obligations.

§ 4.3 SUPERVISION AND CONSTRUCTION PROCEDURES

§ 4.3.1 Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If Contractor determines that such means, methods, techniques, sequences, or procedures may not be safe, Contractor shall give timely written notice to Owner and to Engineer and shall not proceed with that portion of the Work without further written instructions from Engineer with consultation with Owner where applicable. If Contractor is then instructed to proceed with the required means, methods, techniques, sequences, or procedures without acceptance of changes proposed by Contractor, Owner shall be solely responsible for any resulting loss or damage.

§ 4.3.2 Contractor shall be responsible to Owner for acts and omissions of Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of Contractor or any of its Subcontractors.

§ 4.3.3 Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work.

§ 4.3.4 It is understood and agreed that the relationship of Contractor to Owner shall be that of an independent contractor. Nothing contained herein or inferable therefrom shall be deemed or construed to

(1) make Contractor the agent, servant, or employee of Owner, or (2) create any partnership, joint venture or other association between Owner and Contractor. Any direction or instruction by Owner in respect of the Work shall relate to the results Owner desires to obtain from the Work and shall in no way affect Contractor’s independent contractor status as described herein.

§ 4.3.5 Contractor has the responsibility to ensure that all material suppliers and Subcontractors, their agents, and employees, adhere to the Contract Documents, and that they order materials on time, taking into account the current market and delivery conditions and that they provide materials on time. Contractor shall coordinate its Work with that of all others on the Project, including deliveries, storage, installations, and construction utilities. Contractor shall be responsible for the space requirements, locations, and routing of its equipment. In areas and locations where the proper and most effective space requirements, locations and routing cannot be made as indicated, Contractor shall meet with all others involved, before installation, to plan the most effective and efficient method of overall installation.

§ 4.3.6 Contractor shall establish and maintain bench marks and all other grades, lines, and levels necessary for the Work, report efforts or inconsistencies to Owner and Engineer before commencing Work and review the placement of the building(s) and permanent facilities on the site with Owner and Engineer after all lines are staked out and before foundation work is started. Contractor shall provide access to the Work for Owner, Engineer, other persons designated by Owner and governmental inspectors. Any encroachments made by Contractor or its subcontractors (of any tier) on adjacent properties due to construction as revealed by an improvement survey, except for encroachments arising from errors or omissions not reasonably discoverable by Contractor in the Contract Documents, shall be the sole responsibility of Contractor, and Contractor shall correct such encroachments within thirty (30) calendar days of the improvement survey (or as soon thereafter as reasonably possible), at Contractor’s sole cost and expense, either by removal of the encroachment (and subsequent reconstruction on the Project site) or agreement with the adjacent property owner(s) (in form and substance satisfactory to Owner in its sole discretion) allowing the encroachment to remain.

§ 4.4 LABOR AND MATERIALS

§ 4.4.1 Unless otherwise provided in the Contract Documents, Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

§ 4.4.2 Contractor may make substitutions only with the consent of Owner, in accordance with a Change Order. Whenever a material or equipment is specified in the Contract Documents by using the name of a proprietary item or the name of a particular supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains "or equal" item, no substitution is permitted, and other materials or equipment of other suppliers may be submitted to Engineer for review. If in Engineer's discretion an item proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by Engineer as an "or equal" item. An "or equal" item (a) is at least equal in materials, quality, durability, appearance, strength, and design characteristics, (b) will reliably perform at least equally well and achieve the results imposed by the design concept as a functioning whole, and (c) has a proven record of performance and availability of responsive service. Contractor certifies that if approved there will be no increase in cost to Owner or increase in Contract Time.

§ 4.4.3 Contractor shall enforce strict discipline and good order among Contractor's employees and other persons carrying out the Contract. Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. Contractor shall also be responsible for labor peace on the Project and shall at all times make its best efforts and judgment as an experienced contractor to adopt and implement policies and practices designed to avoid work stoppages, slowdowns, disputes or strikes where reasonably possible and practical under the circumstances and shall at all times maintain Project- wide labor harmony.

§ 4.4.4 Materials shall conform to manufacturer’s standards in effect at the date of execution of the Contract and shall be installed in strict accordance with manufacturer’s directions. Contractor shall, if required by Owner, furnish satisfactory evidence as to the kind and quality of any materials. All packaged materials shall be shipped to the site in the original containers clearly labeled, and delivery slips can be submitted with bulk materials identifying thereon the source and warranting quality and compliance with Contract Documents.

§ 4.4.5 When the manufacturer’s name, patent numbers, underwriter’s labels, model numbers or similar identifying marks are required, such markings shall be located as inconspicuously as possible.

§ 4.4.6 Rejection of Defective Materials: Engineer, Owner’s Representative, or Owner may reject materials that do not conform to the Contract Documents. No rejected materials, the defects of which have been subsequently corrected, shall be used in the Work except with the permission of the foregoing parties. No extra time shall be allowed for completion of the Work due to the rejection of nonconforming materials.

§ 4.4.7 Rejection of Defective Work. Engineer’s inspection of the Work shall not relieve Contractor of its responsibilities to fulfill the Contract obligations, and all defective work shall be corrected. Unsuitable work may be rejected by Engineer or Owner, whether or not such work and materials have been previously overlooked or misjudged by Engineer and accepted for payment. If the Work or any part of the Work shall be found defective any time before the final acceptance of the whole Work, Contractor shall immediately correct such defect satisfactory to Engineer. If any material brought on the site for use in the Work, or selected for use in the Work, shall be rejected by Engineer or Owner as unsuitable or nonconforming with Contract requirements, Contractor shall immediately remove such materials from the vicinity of the Work.

The correction of all rejected or defective work shall be the full and complete responsibility of Contractor.

All costs incurred shall be at Contractor’s expense. No adjustment in contract time shall occur unless approved by Owner.

§ 4.4.8 Materials Attached or Affixed to the Work: Nothing in this Contract shall be construed as vesting in Contractor any right of property in the materials used after Contractor has received payment in full from the Owner for such materials and after they have been attached or affixed to the Work or the soil; but all such materials shall, on being so attached or affixed and upon payment by Owner, become the property of Owner, as well as any materials stored off-site as approved by Owner.

§ 4.4.9 Debris, Chemical Waste:

1. Contractor shall not permit the accumulation of debris, both exterior and interior. The Work area shall always be kept satisfactorily clean. Contractor shall remove debris from the Work site and dispose of it at any private or public dump Contractor may choose. Contractor shall arrange for and obtain any approvals necessary from Owner or officials in charge of such dumps and shall bear all costs, including fees resulting from such disposal, as applicable.

2. All garbage and debris shall be removed daily.

3. No open fire shall be permitted on site.

4. Chemical waste shall be stored in corrosion-resistant containers, removed from the Project site, and disposed of not less frequently than monthly unless directed otherwise.

5. Fueling and lubricating of vehicles and equipment shall be conducted to afford the maximum protection against spills and evaporation. Lubricants to be discarded or burned shall be disposed of according to approved procedures meeting all applicable regulations. In case of an oil or hazardous materials spill large enough to violate applicable local regulations, Engineer shall be notified immediately. Contractor shall be responsible for immediately cleaning up any such oil or hazardous waste spills resulting from its operations. Any costs incurred in cleaning up any such spills shall not increase the Contract Sum, as applicable.

§ 4.4.10 Site and Weather Protection: Contractor shall take necessary precautions during the execution of work involving demolition not to disturb or damage any existing structure, landscaping, walks, roads, or other items scheduled to remain. Subject to the other terms of the Contract Documents, Contractor shall restore any damaged items to original condition as directed by Engineer. Contractor shall provide and erect acceptable barricades, fences, signs, and other traffic devices to protect the Work from traffic and the public necessary.

§ 4.4.11 Archaeological and Historical Resources: All items having any apparent historical or archaeological interest discovered during any construction activities shall be carefully preserved and reported immediately to Engineer and Owner for determination of appropriate actions to be taken.

§ 4.4.12 Safety Requirements: As between Owner and Contractor, Contractor is responsible to Owner for any and all the safety issues relating to the Work on the Project. Contractor shall administer and manage the safety program. This will include, but not necessarily be limited to review of the safety programs of each Subcontractor. Contractor shall monitor the establishment and execution of effective safety practices known to the industry, as applicable to Work on this Project, and compliance with all applicable regulatory and advisory agency construction safety standards. Contractor’s responsibility for review, monitoring and coordination of the Subcontractor’s safety programs shall not extend to direct control over execution of the Subcontractor’s safety programs. Notwithstanding Contractor’s safety obligations to Owner, it is agreed and understood that each individual Subcontractor shall remain controlling employer responsible for the safety programs and precautions applicable to its own work and the activities of others’ work in areas designated to be controlled by such Subcontractors.

§ 4.5 WARRANTY

§ 4.5.1 Contractor warrants to Owner (Contractor’s “General Warranty”) that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. Contractor's General Warranty excludes remedy for damage or defect caused by abuse, modifications not executed by Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage.