Columbia 911 Agreement Final 04_2022.docx

DRAFT

DRAFT

PUBLIC IMPROVEMENT CONTRACT

between

COLUMBIA 9.1.1

and Enter contractor legal name

Contract No. Enter contract number

THIS PUBLIC IMPROVEMENT CONTRACT ("Contract") is made by and between Columbia 9.1.1, an Oregon Special Districtof the State of Oregon ("Agency"), and Enter contractor legal name ("Contractor") to provide construction services on the following Enter project name (“Project”), briefly described below:

Enter services description The parties agree as follows:

WORK.

Contractor shall execute fully the Work described by the Contract Documents, unless specifically indicated in the Contract Documents to be the responsibility of others. “Work” means the construction and any related services required by or reasonably inferable from the Contract Documents, whether completed or partially completed, including (except as otherwise expressly stated in this Contract) all other labor, materials, equipment, tools, permits, fees, licenses, facilities, taxes, transportation, supervision, temporary constructions of every nature, and all other services, management, and facilities of every nature whatsoever necessary to fulfill Contractor’s duties by executing and completing this Contract within the Contract Time. The Work may constitute the whole or a part of the Project.

EFFECTIVE DATE AND TERMINATION DATE.

The effective date of this Contract shall be the Contract Start Date identified in section 2.a. or the date on which each Party has signed this Contract, whichever is later. Unless earlier terminated as provided below, the termination date shall be the Contract End Date, subject to extension as provided in the Contract Documents.

Offer and Contract Dates Contract Start Date: Click here to enter a date “Work” Time Dates Anticipated Notice to Proceed Date: Click to enter a date Anticipated Substantial Completion Date: Click to enter a date Anticipated Final Completion Date: Click to enter a date Contract End Date: Click here to enter a date “Work” Time in Calendar Days: Enter number of days PLEASE NOTE: Contractor shall not commence Work under this Contract until the Notice to Proceed has been issued.

ENUMERATION OF CONTRACT DOCUMENTS.

The “Contract Documents” include the following:

· This Contract with these Terms and Conditions.

· EXHIBIT A: Agency's General Conditions to the Contract - included in this form

· EXHIBIT B: Insurance Requirements - included in this form

· EXHIBIT C: BOLI Prevailing Wage Rates: Indicate BOLI Prevailing Wage Rates version xx incorporated by reference

· EXHIBIT D: Enter contractor proposal

· EXHIBIT E: Scope of Work

· EXHIBIT F: Drawings

· EXHIBIT G: Addenda

· EXHIBIT H: Additional Documents: List any additional documents which are a part of this contract or remove this Exhibit Reference

CONTRACT; CONTRACT DOCUMENTS; ENTIRE AGREEMENT.

This Contract and the other Contract Documents forms the entire and integrated agreement between the parties. Unless the context requires otherwise, any reference to the “Contract” includes the Contract Documents.

THE CONTRACT TIME.

Contractor shall achieve Substantial Completion of the Work under this Contract within consecutive calendar days (“Contract Time”) from the date specified in Agency's Notice to Proceed, subject to adjustments of this Contract Time as provided in the Contract Documents.

THE CONTRACT TOTAL.

The Contract Total is $ Enter total maximum contract value including reimbursable expenses. The Contract Total is the total amount payable by the Agency to Contractor for the completion of the Work in its entirety under the Contract Documents.

The following bid alternates are included in the Contract Total: List or refer to Exhibit Unit prices if any: List or refer to Exhibit Allowances included in the Contract Total, if any: List or refer to Exhibit Notwithstanding any other provision of this Contract or the Contract Documents, the Contract Total includes all construction contingencies for existing site conditions other than for pre-existing Hazardous Materials. Contractor is thoroughly acquainted with and has inspected the Project site without restriction, understands the potential risks in this construction Work, and accepts the full risk of construction contingencies to complete the Work within the Contract Time and Contract Total set out in this Agreement.

PROGRESS PAYMENTS.

The Contractor will submit an application for payment to the Agency Representative as provided in the General Conditions. The Agency Representative may require the Contractor to simultaneously submit an application for payment to the Design Professional working on the Project.

Each application for payment shall be for one calendar month ending on the last day of the month.

Payments are due and payable 30 days following receipt of the Contractor’s complete Application for Payment or 15 days from the date after payment is approved by the Agency Representative, whichever is earlier. Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate set forth in ORS 279C.570(2).

The amount of each progress payment shall be determined as provided in the General Conditions, less retainage of 5% pursuant to ORS 279C.550 to 279C.565, ORS 701.420 and 701.430, and less liquidated damages, if any.

Unless otherwise specified in the Contract Documents, Contractor elects to have the Agency deposit the retainage as accumulated in an interest-bearing account in a bank, savings bank, trust company, or savings association as outlined in ORS 279C.560(5), OAR 125-249-0820(3), and COH-049-0820(3), from which earnings on such account shall accrue to the Contractor.

INDEPENDENT CONTRACTOR STATUS.

By its signature on this contract, Contractor certifies that the service or services to be performed under this Contract are those of an independent contractor as defined in ORS 670.600, and that Contractor is solely responsible for the work performed under this Contract. Contractor represents and warrants that Contractor, its subcontractors, employees, and agents are not "officers, agents, or employees" of the Agency within the meaning of the Oregon Tort Claims Act (ORS 30.260 through 30.300). Contractor shall be responsible for all federal, state, and local taxes and any and all fees applicable to payments for services under this Agreement.

REQUEST FOR TAXPAYER IDENTIFICATION NUMBER.

Contractor must be a current vendor with the Agency or must submit a completed “Request for Taxpayer Identification Number and Certification” (Form W-9) with this signed Contract. Payment information will be reported to the Internal Revenue Service under the name and TIN or SSN provided by Contractor. Contractor shall be responsible for all federal, state, and local taxes and any fees applicable to payments for Work under this Contract.

COMPLIANCE WITH APPLICABLE LAW.

Contractor shall comply with all federal, state, and local laws applicable to the Work under this Contract, and all regulations and administrative rules established pursuant to those laws, including without limitation, the following requirements of the Oregon Public Contract Code:

ORS 279A.110 (Non-discrimination Certification): Contractor shall certify that Contractor has not discriminated and will not discriminate against a Subcontractor in the awarding of a subcontract because the Subcontractor is a minority, women, or emerging small business enterprise (certified under ORS 200.055.), or a business that is owned or controlled by, or employs a disabled veteran (as defined in ORS 408.225).

ORS 279C.380 (Performance and Payment Bonds): Unless exempted by the Agency in writing pursuant to the Agency's local public contracting rules, prior to starting work under this Contract, Contractor or its Subcontractor shall execute and deliver to Agency a good and sufficient performance bond, in a form acceptable to Agency, in a sum equal to 100% of the construction portion of the Contract Price, and Contractor or its Subcontractor shall execute and deliver to Agency a good and sufficient payment bond, in a form acceptable to Agency, in a sum equal to 100% of the construction portion of the Contract Price, solely for the protection of claimants under ORS 279C.600.

ORS 279C.505 (Prompt Pay Requirement, Liens, Taxes, and Drug Testing): Contractor shall make payment promptly, as due, to all persons supplying to such Contractor labor or material for the performance of the Work provided for in such Contract; pay all contributions or amounts due the Industrial Accident Fund from such Contractor or Subcontractor incurred in the performance of the Contract; not permit any lien or claim to be filed or prosecuted against the state or a county, school district, municipality, municipal corporation or subdivision thereof, on account of any labor or material furnished; and pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. Contractor shall further demonstrate that an employee drug testing program is in place.

ORS 279C.510 (Recycling/Composting): If this Contract includes demolition work, the Contractor shall salvage or recycle construction and demolition debris, if feasible and cost-effective. If this Contract includes lawn or landscape maintenance, the Contractor shall compost or mulch yard waste material at an approved site, if feasible and cost-effective.

ORS 279C.515 (Failure to Pay Promptly): If Contractor fails, neglects, or refuses to make prompt payment of any Claim for labor or services furnished to the Contractor or a Subcontractor by any person in connection with this Contract as such Claim becomes due, the Agency may pay such Claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due the Contractor by reason of this Contract. The payment of a Claim in the manner authorized in this section shall not relieve the Contractor or the Contractor's surety from any obligation with respect to any unpaid Claims. Unless the payment is subject to a good-faith dispute as defined in ORS 279C.580, if Contractor or any first-tier Subcontractor fails to pay any Claim for materials or labor furnished under this Contract within 30 days after being paid by Agency, interest shall be due on such claim as specified in ORS 279C.515(2) at the end of the 10-day period that payment is due under ORS 279C.580(4). A person with any such unpaid Claim may file a complaint with the Construction Contractor's Board unless the complaint is subject to a good-faith dispute as defined in ORS 279C.580.

ORS 279C.520 and 279C.540 (Hours of Labor, Holidays, and Overtime): Except as otherwise provided in an applicable collective bargaining agreement with a labor organization, Contractor shall not employ and shall require that its Subcontractors not employ any person to perform construction work for more than ten hours in any one day, or 40 hours in any one week, except in cases of necessity, emergency, or where the public policy absolutely requires it, and in such cases, except in cases of Contracts for personal services as defined in ORS 279A.055, the laborer shall be paid at least time and a half pay:

For all overtime in excess of eight hours a day or 40 hours in any one week when the work week is five consecutive days, Monday through Friday; and For all overtime in excess of ten hours a day or 40 hours in any one week when the work week is four consecutive days, Monday through Friday; and For work performed on Saturday and on any legal holiday specified in any applicable collective bargaining agreement or ORS 279C.540(1)(b).

The requirement to pay at least time and a half for all overtime worked in excess of 40 hours in any one week shall not apply to individuals who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. Section 201 to 209 from receiving overtime. Contractor shall and shall require its Subcontractors to give notice in writing to their employees who work under this Contract, either at the time of hire or before commencement of Work on the Contract, or by posting a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work.

ORS 279C.525 (Notice of Environmental Regulations): State law requires that solicitation documents for a public improvement contract make specific reference to federal, state, and local agencies that have enacted ordinances, rules, or regulations dealing with the prevention of environmental pollution or the preservation of natural resources that may affect the performance of this Contract. These agencies include, but are not limited to:

Federal Agencies: Department of Agriculture, Forest Service, Soil and Water Conservation Service, Coast Guard, Department of Defense, Army Corps of Engineers, Department of Emergency, Federal Energy Regulatory Commission, Environmental Protection Agency, Department of Health and Human Services, Department of Housing and Urban Development, Solar Energy and Energy Conservation Bank, Department of Interior, Bureau of Land Management, Bureau of Indian Affairs, Bureau of Mines, Bureau of Reclamation, Geological Survey, Minerals Management Service, U.S. Fish and Wildlife Service, Department of Labor, Mine Safety and Health Administration, Occupational Safety and Health Administration, Department of Transportation, Federal Highway Administration, and Water Resources Council.

State Agencies: Department of Administrative Services, Department of Agriculture, Soil and Water Conservation Commission, Columbia River Gorge Commission, Department of Energy, Department of Environmental Quality, Department of Fish and Wildlife, Department of Forestry, Department of Geology and Mineral Industries, Department of Human Resources, Department of Consumer and Business Services, Land Conservation and Development Commission, Department of Parks and Recreation, Division of State Lands, and Department of Water Resources.

Local Agencies: Agency councils, county courts, county boards of commissioners, metropolitan service district councils, design commissions, historic preservation commissions, planning commissions, development review commissions, special district boards of directors, and other and special governmental agencies such as Tri-Met, urban renewal agencies, and Port districts.

Tribal Governments.

ORS 279C.530 (Payment for Medical Care and Workers' Compensation): Contractor shall promptly, as due, make payments to any person, co-partnership, association, or corporation furnishing medical, surgical, and hospital care or other needed care and attention, incident to sickness or injury, to the employees of such Contractor, of all sums which the Contractor agrees to pay for such services and all moneys and sums which the Contractor collected or deducted from the wages of employees pursuant to any law, contract, or agreement for the purpose of providing or paying for such service. All employers, including the Contractor, that employ subject workers who work under this Contract in the State of Oregon shall comply with ORS 656.017 and provide the required workers' compensation coverage, unless such employers are exempt under ORS 656.126. Contractor shall ensure that each of its Subcontractors complies with these requirements.

ORS 279C.545 (Time Limitations on Claims for Overtime): Construction workers employed by the Contractor or its Subcontractor shall be foreclosed from the right to collect for any overtime under this Contract unless a claim for payment is filed with the Contractor or Subcontractor within 90 days from the completion of the Contract, providing the Contractor or Subcontractor has:

Caused a circular clearly printed in blackface pica type and containing a copy of this section to be posted in a prominent place alongside the door of the timekeeper's office or in a similar place which is readily available and freely visible to any or all workers employed on the Work; and Maintained such circular continuously posted from the inception to the completion of the Contract on which workers are or have been employed.

ORS 279C.580(3) (Prompt Payment of First-Tier Subcontractors): Contractor shall include in each subcontract for property or services with a first-tier Subcontractor a clause that obligates the Contractor to pay the first-tier Subcontractor for satisfactory performance under its subcontract within ten days out of such amounts as are paid to the Contractor by the Agency. Contractor shall also include in each subcontract a clause that states that if the Contractor fails to pay any claim for materials or labor furnished under this Contract within 30 days after being paid by Agency, interest shall be due on such claim as specified in ORS 279C.515(2) at the end of the ten-day period that payment is due under ORS 279C.580(3). Contractor shall require each first-tier Subcontractor to include a payment clause and interest clause conforming to the requirements of ORS 279C.580 in each of its subcontracts, and to require each of its Subcontractors to include a similar clause in each contract with a lower-tiered subcontractor or supplier.

ORS 279C.605 (Notice of Claim on Bond): Any person claiming a right of action under ORS 279C.600 must file a notice of claim as provided in ORS 279C.605.

ORS 279C.800 to 279C.870 (Payment of Prevailing Wage Required):

The hourly rate of wage to be paid by Contractor or any Subcontractor to workers in each trade or occupation required for the public works employed in the performance of this Contract shall not be less than the specified minimum rate of wage in accordance with ORS 279C.838 and ORS 279C.840 for each trade or occupation as defined by the Commissioner of the Oregon Bureau of Labor and Industries in the applicable publication entitled Definitions of Covered Occupations for Public Works Contracts in Oregon available at http://www.boli.state.or.us/BOLI/WHD/PWR/pwr_state.shtml.

This contract is subject to the prevailing wage rates published as specified in the Agency’s Invitation to Bid document included in this contract as Exhibit C.

Contractor and all Subcontractors shall keep the prevailing wage rates for this Project posted in a conspicuous and accessible place in or about the Project.

The Agency shall pay a fee to the Commissioner of the Oregon Bureau of Labor and Industries as provided in ORS 279C.825. The fee shall be paid to the Commissioner under the administrative rule of the Commissioner.

If Contractor or any Subcontractor also provides for or contributes to a health and welfare plan or a pension plan, or both, for its employees on the Project, it shall post notice describing such plans in a conspicuous and accessible place in or about the Project. The notice shall contain information on how and where to make claims and where to obtain future information.

ORS 279C.836 (Public Works Bond Required): Contractor shall:

File a public works bond with the Construction Contractors Board pursuant to ORS 279C.836 before starting work on the Project, unless exempt under ORS 279C.836(2), (7) or (8); and Include in every subcontract a provision requiring the Subcontractor to file a public works bond with the Construction Contractors Board pursuant to ORS 279C.836 before starting work on the Project, unless exempt under ORS 279C.836(2), (7) or (8).

ORS 279C.845 (Prevailing Wage Certification; Additional Retainage):

Contractor and every Subcontractor shall file certified statements with Agency in writing in the form prescribed by the Commissioner of the Bureau of Labor and Industries, certifying the hourly rate of wage paid each worker whom Contractor or Subcontractor has employed upon such public work, and further certifying that no worker employed upon such public work has been paid less than the prevailing rate of wage or less than the minimum hourly rate of wage specified in the Contract, which certificate and statement shall be verified by the oath of Contractor or Contractor's surety or Subcontractor or Subcontractor's surety that Contractor and any Subcontractor has read such statement and certificate and knows the contents thereof, and that the same is true to Contractor or Subcontractor's knowledge. The certified statements shall set out accurately and completely the payroll records for the prior week including the name and address of each worker, the worker's correct classification, rate of pay, daily and weekly number of hours worked, deductions made, and actual wages paid.

The certified statement shall be delivered or mailed by Contractor or Subcontractor to Agency. Certified statements for each week during which the Contractor or Subcontractor employs a worker upon the public work shall be submitted once a month, by the fifth business day of the following month. Information submitted on certified statements may be used only to ensure compliance with the provisions of ORS 279C.800 to 279C.870. Notwithstanding any other provision of this Contract and in addition to any other retainage required under this Contract, the Agency shall retain 25% of any amount earned by the Contractor until the Contractor has filed the certified statements with the Agency as required by this Section. The Agency will pay the retainage required under this Section within 14 days after Contractor files the certified statements required by this Section.

Contractor and each Subcontractor shall preserve the certified statements for a period of three years from the date of completion of the Contract.

ORS 671.560, 701.026 (Landscape/Construction Contractors License Required): If Contractor is performing work as a landscape contractor as defined in ORS 671.520(2), Contractor must have a current, valid landscape contractor's license issued under ORS 671.560. If Contractor is performing work as a Contractor as defined in ORS 701.005(2), Contractor must have a current, valid construction contractor's license issued under ORS 701.026. Contractor shall further certify that all Subcontractors performing Work described in ORS 701.005(2) are registered with the Construction Contractors Board or licensed by the State Landscaping Contractor's Board as required by the above-noted statutes before they commence Work under this Contract. Contractor shall maintain in effect all licenses, permits, and certifications required for the performance of the Work. Contractor shall notify Agency immediately if any license, permit, or certification required for performance of this Contract shall cease to be in effect for any reason.

SB 675 (Oregon Tax Law Compliance): Contractor must, throughout the duration of this Contract and any extensions, comply with all tax laws of this state and all applicable tax laws of any political subdivision of this state. Contractor (to the best of Contractor’s knowledge, after due inquiry), for a period of no fewer than six calendar years preceding the date of this Contract, faithfully has complied with:

All tax laws of this state, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318;

Any tax provisions imposed by a political subdivision of this state that applied to Contractor, to Contractor’s property, operations, receipts, or income, or to Contractor’s performance of or compensation for any work performed by Contractor;

ORS 279B.230(2) (Oregon Workers' Compensation Law): Contractor and its subcontractors, if any, are subject to Oregon Workers' Compensation Law, which requires all employers that employ subject workers who work under this Contract in the State of Oregon to comply with ORS 656.017 and provide the required workers' compensation coverage, unless such employers are exempt under ORS 656.126. Contractor shall ensure that each of its subcontractors, if any, complies with these requirements (ORS 279B.230(2)).

NOTICE.

Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder shall be given in writing by personal delivery or mailing with postage prepaid to Contractor or Agency at the address set forth below. Any communication or notice so addressed and mailed shall be deemed to be given five (5) days after mailing. Any communication or notice by personal delivery shall be deemed to be given when actually delivered.

For the Columbia 9.1.1 Contract Administrator Name, Title: Enter contract administrator’s name and title Address, Agency, State and ZIP Code: Enter address Telephone: Enter telephone number Email: Enter email address For the Contractor Contract Administrator Name, Title: Enter contract administrator’s name and title Address, Agency, State and ZIP Code: Enter address Telephone: Enter telephone number Email: Enter email address

CONTRACTOR INFORMATION AND CERTIFICATION.

Contractor shall provide Contractor's Social Security number or Contractor’s federal tax ID number and the additional information set forth below. This information is requested pursuant to ORS 305.385 and OAR 125-246-0330. Social Security numbers provided pursuant to this paragraph will be used for the administration of state, federal and local tax laws.

Legal Name: Enter Business Legal name, including DBA, if appropriate Address, Agency, State and ZIP Code: Enter Contractor Address and mailing address (if different); if both addresses are the same as in 35, you may enter “see item 35” Citizenship, if applicable: Non-resident alien? ☐ Yes ☐ No Business Designation (check one):

☐ Professional Corporation ☐ Partnership ☐ Limited Partnership ☐ Limited Liability Company ☐ Limited Liability Partnership ☐ Sole Proprietorship ☐ Other Federal Tax ID#: Enter Federal Tax ID number or SSN: Enter SSN if no Federal Tax ID Oregon CCB License Number: Enter Oregon CCB license number Agency may report the information set forth above in conjunction with any reports it makes to the Internal Revenue Service (IRS) under the name and Social Security number or taxpayer identification number provided.

The individual signing on behalf of Contractor hereby certifies and swears under penalty of perjury that: (a) the number shown on this form is Contractor’s correct taxpayer identification; (b) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (c) s/he is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Contractor’s payment of taxes, and to the best of her/his knowledge, (d) Contractor is not in violation of any Oregon tax laws named in ORS 305.380(4). Contractor is an independent contractor as defined in ORS 670.600; and (e) the supplied Contractor data is true and accurate.

Contractor has the power and authority to enter into and perform this Contract. The persons executing this Contract on behalf of Contractor have the actual authority to bind Contractor to the terms of this Contract.

FOR COLUMBIA 9.1.1:

Signature

Name (Printed)

Title

Date

FOR Enter Contractor Name:

Signature

Name (Printed)

Title

Date

EXHIBIT A

PUBLIC IMPROVEMENT CONTRACT

GENERAL CONDITIONS

1. GENERAL PROVISIONS.

Contract Documents. The “Contract Documents” are enumerated in Item 3. (“Enumeration of Contract Documents”) of the Public Improvement Contract between Agency and Contractor (“Contract”) and consist of the Contract, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, additions or deletions to, material changes in, or general interest explanations of a Solicitation Document (“Addenda”) (other than Addenda relating to bidding requirements) issued prior to the bid, other documents listed in the Contract, and Modifications issued after execution of the Contract. 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.

Contract Schedule. The “Contract Schedule” is the graphical representation of the practical plan for carrying out the Work and completing the Work within the Contract Time as set forth in the Contract Documents. The Contract Schedule provides a list of intended events and times to complete each event as set forth in the Contract Documents.

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.

Knowledge. The terms “knowledge,” “recognize” and “discover” their respective derivatives and similar terms in the Contract Documents, when used in reference to the Contractor, means that which the Contractor knows or should know, recognizes or should recognize and discovers or should discover. Analogously, the expression “reasonably inferable” and similar terms in the Contract Documents means reasonably inferable by a contractor familiar with the Project and exercising the care, skill and diligence required of the Contractor by the Contract Documents.

Modification. A “Modification” is a written amendment to this Contract signed by both parties;

a Change Order;

a Construction Change Directive; or a written order for a minor change in the Work issued by the Architect.

Organization of Drawings and Specifications. “Organization of Drawings and Specifications” into divisions, sections, articles, or otherwise arranged will not control Contractor in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade subcontractor.

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 Agency and by separate Contractors.

Project Site. The “Project Site” is the property upon which the Project lies and Agency’s property that surrounds the Project, extending to the Agency’s property boundary.

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.

AGENCY’S RESPONSIBILITIES.

Authorized Representative. Agency shall designate a person in writing to be the authorized representative with express authority, to the extent permitted by law, to bind and communicate on behalf of Agency with respect to all matters requiring Agency’s approval or authorization (“Agency Representative”). The term “Agency” includes Agency Representative.

Contract Administration. Agency shall provide contract administrative services for the Project through Agency’s authorized representative. The Agency Representative may engage and delegate authority to such additional staff and professional and technical consultants as Agency deems necessary to assist in perform its administrative tasks. Contractor shall direct all Project communications to Agency and in accordance with the Contract Documents, or as Agency directs in writing.

Agency may engage professional architects or engineers to assist Agency during construction of the Project to interpret technical contract provisions and to determine the amount, quality, acceptability, and fitness of the Work. Such architects or engineers will be authorized to act on behalf of Agency only to the extent expressly provided in the Contract Documents or as Agency otherwise directs in writing.

Agency may engage a consulting construction manager to provide Project administrative services on Agency’s behalf. Such construction manager will be authorized to act on behalf of Agency to the extent expressly provided in the Contract Documents or as Agency otherwise directs in writing.

Agency may retain certain project inspectors to monitor compliance with Drawings and Specifications for the Project, as well as applicable codes and ordinances. Such project inspectors will be authorized to act on behalf of Agency to the extent expressly provided in the Contract Documents or as Agency otherwise directs in writing.

Access to the Work. Agency and its designated representatives shall have free access to the Work at all times. Contractor shall not carry on Work except with the knowledge of Agency and its designated representatives. Agency may require special inspection or testing of any portion of the Work, whether it has been fabricated, installed, or fully completed. Inspection or observation of Work shall not relieve Contractor from any obligation to fulfill the Contract.

Right to Stop or Reject Work. Agency may reject Work that fails to conform to the Contract Documents, as determined by Agency. If Contractor fails to promptly correct such defective Work, Agency may issue a written order directing Contractor to stop the Work, or designated portion thereof, until the cause for such order is eliminated. The right of Agency to stop the Work shall not give rise to a duty on the part of Agency, or any of its representatives, to discover nonconforming Work or to exercise the right to stop the Work for the benefit of Contractor or any other person or entity.

Permits and Access. Except for permits and fees that are Contractor’s responsibility under the Contract Documents, Agency shall secure and pay for all other necessary approvals, easements, assessments and charges required to complete the Work..

Subsurface Surveys. Agency shall make available to Contractor, and Contractor shall study, the results of such test borings and information that Agency has concerning subsurface conditions and site geology. Contractor shall inform Agency of any other site investigation, analysis, study, or test conducted by or for Contractor or its agents and shall make the results available to Agency upon Agency’s request.

Agency’s Rights. The rights stated in this section and elsewhere in the Contract Documents are cumulative and do not limit any rights Agency may have under the Contract Documents, at law or in equity. Without limiting the generality of the foregoing sentence, any right Agency has under the Contract Documents to compel Contractor to fix defective Work, up to and including any warranty period the Contract Documents may establish, does not operate to shorten or otherwise limit statutes of limitations applicable to the Work.

CONTRACTOR’S RESPONSIBILITIES.

General Responsibilities.

Authorized Representative. Contractor shall designate a person in writing to be the authorized representative with express authority to bind and communicate on behalf of Contractor with respect to all matters requiring Contractor’s approval or authorization (“Contractor Representative”). The term “Contractor” means the Contractor or the Contractor Representative.

Materials, Equipment, and Services. The Contractor will provide all labor, materials, equipment, and services necessary to complete the Work, all of which will be provided in full accord with the Contract Documents.

Supervision and Coordination. Unless otherwise expressly provided in the Contract Documents, the Contractor will be solely responsible for the supervision and coordination of the Work, including the construction means, methods, techniques, sequences, and procedures utilized.

Project Correspondence. Contractor shall provide Agency with a copy of all written communications between Contractor and Agency’s consultants at the same time as that communication is made to such consultants, including, without limitation, all requests for information, correspondence, submittals, notices, and change order proposals. Contractor shall confirm oral communications in writing.

Project Boundary. Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment.

Taxes. Contractor shall pay all applicable taxes for the Work provided by Contractor that are legally applicable at the time the bid is submitted, whether or not yet effective or merely scheduled to go into effect.

Permits, Fees and Notices. Except as otherwise provided in the Contract Documents, Contractor shall secure and pay for all permits, licenses, and certificates that are the Contractor’s responsibility under the Contract Documents and that are necessary for prosecution of Work before the date of the commencement of the Work or before the permits, licenses, and certificates are legally required to continue the Work without interruption. Contractor shall obtain and pay, when legally required, for all licenses, permits, inspections, and inspection certificates required by any authority having jurisdiction over any part of the Work included in the Contract. Contractor shall deliver all final permits, licenses, and certificates to Agency before demand is made for final payment.

Worksite Conditions.

Benchmarks and Monuments. Contractor shall protect and preserve established benchmarks and monuments and shall not change locations of benchmarks and monuments without Agency’s prior written approval. Contractor shall replace any benchmarks or monuments that are lost or destroyed subsequent to proper notification of Agency and with Agency’s approval.

Field Verification. Prior to the commencement of the Work, Contractor shall review the Project Site with Agency in detail and identify the area of the Work, staging areas, connections or interfacing with existing structures and operations, and restrictions on the Work site area. Contractor shall ensure that all forces on the Project Site are instructed about the acceptable working and staging areas and restrictions on use of the site. Contractor, with advance consent of Agency, shall erect such barriers and devices as are necessary to restrict access within the Work site to authorized areas and to prevent unauthorized access to non-Work areas.

Utility Locates. Contractor will be responsible to locate existing utilities and underground facilities that are indicated in the Contract Documents or that are known or reasonably should be known to exist in proximity to the Work. Contractor shall provide timely notice and locate requests with any affected utility or through contact with appropriate notification centers before commencing excavation or demolition Work that Contractor knows or reasonably should know is in proximity to such utilities or facilities. Contractor assumes the sole risk and will be responsible for all delay and expense arising out of Contractor’s failure to do so. Contractor acknowledges that utility companies and other third parties owning or managing facilities that may need to be relocated are not Agency’s agents and do not act for the Agency.

Responsibility for Performance.

Before beginning the Work, Contractor shall examine and compare the drawings and specifications with information furnished by Agency that are Contract Documents, relevant filed measurements made by the Contractor, and any visible conditions at the worksite affecting the Work.

Reporting Inconsistencies. 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 Contractor shall promptly report any nonconformity it discovers to Agency. Contractor will be liable to Agency for damages if it fails, in the exercise of normal diligence, to recognize any error, inconsistency, omission or difference between field conditions and the Contract Documents. Contractor shall promptly report any errors, inconsistencies, or omissions it discovers, as a request for information, in such a form as Agency or Architect may require. Contractor will not be entitled to any modification in Contract Total or Contract Time solely by the request for information. Contractor shall carefully study and compare all Contract Documents, including Drawings, Specifications, and other instructions and shall at once report, in writing to Agency any error, inconsistency, or omission that Contractor or its employees or subcontractors may discover. In the event of an inconsistency within or between parts of the Contract Documents, or between the Contract Documents and applicable law, and regardless of whether Contractor reports the inconsistency to the Agency, the Contractor must: (i) provide the better quality or greater quantity of Work; or (ii) comply with the more stringent requirement as applicable.

Unnecessary Inquiries. Contractor is liable for costs incurred by Agency for professional services for interpretations or decisions of matters where the information sought is equally available to the party making the request.

Construction Materials and Supplies.

Quantities of Materials. Contractor shall provide materials in sufficient quantities on hand at such times as to insure uninterrupted progress of Work and shall store materials properly and protect materials as required.

Complete Assembly. For all materials and equipment specified or indicated in the Drawings, Contractor shall provide all labor, materials, equipment, and services necessary for complete assemblies and complete working systems, functioning as intended. Contractor shall furnish incidental items not indicated on Drawings, nor mentioned in the Specifications, that can be legitimately and reasonably inferred to belong to the Work described, or necessary in good practice to provide a complete assembly or system, as though itemized here in every detail. In all instances, Contractor shall install material and equipment in strict accordance with each manufacturer’s most recent published recommendations and specifications. Contractor shall be responsible for appropriately sequencing the Work and for verification of suitability of prior work before subsequent construction activities.

Timely Ordering of Materials. Contractor shall coordinate submittal approvals and place orders for materials and/or equipment so that delivery of same will be made without delays to the Work. Contractor shall, upon Agency’s reasonable request, provide documentary evidence that orders have been placed.

No Right to Lien. Contractor warrants good title to all material, supplies, and equipment installed or incorporated in Work and agrees upon completion of all Work to deliver the site to Agency, together with all improvements and appurtenances constructed or placed thereon by it, and free from any claims, liens, or charges. Because Agency’s property is public property, Contractor and any person, firm, or corporation furnishing any materials or labor for any Work covered by this Contract, will not have any right to lien any portion of the Project Site or any improvement or appurtenance thereon.

Storage. Contractor and its subcontractors shall obtain Agency approval before delivering or storing materials or tools on Agency’s premises. Upon approval, Contractor shall store materials and tools so that they do not hamper the operation of equipment or persons and do not present a fire or safety hazard.

Construction Personnel and Supervision.

Supervision. During progress of the Work, Contractor shall keep on the Project Site, and at all other locations where any Work related to this Contract is being performed, a competent project manager, construction superintendent and staff, who are employees of Contractor, to whom Agency does not object and at least one of whom is fluent in English, written and verbal. Contractor shall provide efficient supervision to the Work, using its best skill and attention. Before commencing the Work, Contractor shall give written notice to Agency of the name of its project manager and construction superintendent. Contractor is bound by all directions given to Contractor’s project manager and/or construction superintendent as if such direction was given to Contractor.

Replacement of Supervision. Contractor shall not otherwise remove or replace the construction superintendent or project manager for any reason, including their need to work on other projects, or to take extended vacations, without submitting thirty (30) days’ written notice to Agency. If Contractor’s project manager, construction superintendent, or support staff member is no longer employed by Contractor, Contractor shall provide Agency with notice of the termination of the employment relationship and shall consult with Agency with respect to replacement personnel.

Discipline and Removal. Contractor shall at all times enforce strict discipline and good order among its subcontractors and employees and shall not employ or work any unfit person, or anyone not skilled in work assigned to that person. Agency may require Contractor to permanently remove unfit persons from Project Site. Contractor shall not employ any person whom Agency may deem incompetent or unfit on the Project except with the prior written consent of Agency. Agency may require removal and replacement of any or all construction superintendents or project managers upon ten (10) days’ notice to Contractor.

Acts or Omissions. Contractor is responsible to Agency 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.

Identification Badges. The Contractor and its subcontractors, and the employees and the agents of any of them shall comply with Agency’s policies and requirements to obtain, display, and return identification badges at any time while they are present on Agency’s property.

Contractor’s Construction Master Schedule.

Schedule Required. Within no more than ten (10) days of being awarded the Contract, and before commencing the Work, Contractor shall prepare and submit to Agency for Agency’s approval a construction master schedule for the Work. The construction schedule shall be in a detailed precedence-style critical path method (CPM) type format, which will include any interim dates that are critical in insuring the timely completion of the Work as provided in the Contract Documents. Agency shall provide approval or comment on the submitted schedule within seven (7) days. Contractor shall be responsible for amending construction schedule in response to Agency comments.

Logic. Schedule shall use retained logic during the development and updating of the schedule. Any function that would cause the retained logic of the logic network to be overridden is prohibited unless approved, in writing and in advance, by the Architect and Agency.

Schedule shall include: date of Notice to Proceed, date of Substantial Completion, and date of Final Completion in accordance with Contract Documents.

Schedule Maintenance. The schedule shall not exceed the Contract Time for the Work. Contractor shall revise and update the schedule at appropriate intervals, no greater than monthly, or as required by Agency or the conditions of the Work and Project. Should the Contractor fail to meet any scheduled date as shown on the current Construction Progress Schedule, the Contractor shall promptly notify the Agency, and if requested, be required at its own expense to submit within five (5) days of the request an updated Construction Progress Schedule. If the Contractor's progress indicates to the Agency that the Work will not be Substantially Completed within the Contract Time, the Architect and Agency may require the Contractor develop a Recovery Schedule that adequately demonstrates how the Contractor will, at its own expense, increase its work force and/or working hours to bring the actual completion dates of the activities into conformance with the Construction Progress Schedule and Substantial Completion within the Contract Time. Neither the Agency nor the Architect will, however, be obligated to review the substance or sequence of the Construction Progress Schedule or otherwise determine whether it is correct, appropriate or attainable.

Submittal Schedule. Contractor shall prepare and keep current, for Agency’s review and acceptance, a schedule of submittals that is coordinated with the construction schedule and allows Agency and its consultants reasonable time to review submittals and to provide information necessary for procurement and installation of Work for which allowances are provided under the Contract Documents. Agency may require Contractor to include preparation of Contract submittals as a line item payment in the schedule of values.

Execution of Schedule. Contractor shall perform the Work in general accordance with the most recent schedules submitted to and accepted by Agency. Contractor shall indicate in the schedule updates any Work that is not proceeding according to the schedule and shall provide a written plan of action to bring the Work into compliance with the schedule or to otherwise ensure that the Work will be completed within the Contract Time.

Documents and Records.

Record Documents. Contractor shall update at least weekly, at the Project Site, or at such other location as Agency may authorize in writing, one legible copy of all Contract Documents annotated with all changes (“Record Documents”), including but not limited to Addenda, RFIs, ASIs, and Change Orders. Contractor shall also maintain on site a complete record and copy of all approved submittals, shop drawings and product samples. Failure to update in a timely manner as required by this section may result in withholding payment by Agency. Contractor shall keep these documents in good order and available to Agency’s consultants or representatives and all authorities having jurisdiction.