General Conditions June 17 2021.pdf

GENERAL CONDITIONS

June 17, 2021 Page 1

Table of Contents

ARTICLE 1 -- DEFINITIONS

SECTION 1.01 - DEFINITIONS

ARTICLE 2 -- CONTRACT DOCUMENTS

SECTION 2.01 - CAPTIONS

SECTION 2.02 – ELECTRONIC DATA TRANSFER

SECTION 2.03 - OWNER

SECTION 2.04 - NOTICE AND SERVICE THEREOF

SECTION 2.05 - NOMENCLATURE

SECTION 2.06 - INVALID PROVISIONS

SECTION 2.07 – INTERPRETATION OF CONTRACT DOCUMENTS

SECTION 2.08 - COPIES OF CONTRACT DOCUMENTS

ARTICLE 3 -- SITE CONDITIONS

SECTION 3.01 - SUBSURFACE OR SITE CONDITIONS FOUND DIFFERENT

SECTION 3.02 - VERIFYING DIMENSIONS AND CONDITIONS

SECTION 3.03 - SURVEYS

ARTICLE 4 -- CONTRACTOR

SECTION 4.01 - REPRESENTATIONS OF CONTRACTOR

SECTION 4.02 - ERRORS OR DISCREPANCIES

SECTION 4.03 - COORDINATED COMPOSITE DRAWINGS

SECTION 4.04 - MEETINGS

SECTION 4.05 - SUPERVISION BY CONTRACTOR

SECTION 4.06 – PROJECT SCHEDULING

SECTION 4.07 - WORKER IDENTIFICATION AND SITE ACCESS CONTROL

SECTION 4.08 - RELATED WORK

SECTION 4.09 – COORDINATION WITH SEPARATE CONTRACTS

SECTION 4.10 - COOPERATION WITH OTHER CONTRACTORS

ARTICLE 5 -- MATERIALS AND LABOR

SECTION 5.01 - CONTRACTOR'S OBLIGATIONS

SECTION 5.02 - MEANS AND METHODS OF CONSTRUCTION

SECTION 5.03 - CONTRACTOR'S TITLE TO MATERIALS

SECTION 5.04 - COMPARABLE PRODUCTS ("OR EQUAL" CLAUSE)

SECTION 5.05 - QUALITY, QUANTITY AND LABELING

SECTION 5.06 - TAX EXEMPTION

ARTICLE 6 -- SUBCONTRACTS

SECTION 6.01 - SUBCONTRACTING

ARTICLE 7 -- CHANGES IN THE WORK

SECTION 7.01 - CHANGES

SECTION 7.02 - OVERHEAD AND PROFIT

SECTION 7.03 - DEDUCT CHANGE ORDER

ARTICLE 8 -- PAYMENT

SECTION 8.01 - PROVISION FOR PAYMENT

SECTION 8.02 - SUBSTANTIAL COMPLETION AND REDUCTION OF RETAINAGE

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SECTION 8.03 - RELEASE AND CONSENT OF SURETY

SECTION 8.04 - LIENS

SECTION 8.05 - WITHHOLDING OF PAYMENTS

SECTION 8.06 - LATE PAYMENT

SECTION 8.07 – FALSE REPRESENTATIONS/INFORMATION

ARTICLE 9 -- TIME OF COMPLETION

SECTION 9.01 - SUBSTANTIAL COMPLETION

SECTION 9.02 – PHYSICAL COMPLETION AND CONTRACT COMPLETION AND ACCEPTANCE

ARTICLE 10 -- CLAIMS AND DISPUTES

SECTION 10.01 - CLAIM FOR EXTRA WORK

SECTION 10.02 - CLAIM FOR ADDITIONAL COST

SECTION 10.03 - NOTICE OF CLAIM AND SUBSTANTIATION

SECTION 10.04 - NO DAMAGES FOR DELAY

SECTION 10.05 - CONTINUANCE OF THE WORK

SECTION 10.06 - RESOLUTION OF CLAIM

ARTICLE 11 – TERMINATION OR SUSPENSION

SECTION 11.01 – TERMINATION FOR CAUSE

SECTION 11.02 - TERMINATION FOR CONVENIENCE OF OWNER

SECTION 11.03 - OWNER'S RIGHT TO DO WORK

SECTION 11.04 - SUSPENSION OF WORK

SECTION 11.05 – STOPPAGE OF WORK

ARTICLE 12 -- BENEFICIAL OCCUPANCY

SECTION 12.01 - OCCUPANCY PRIOR TO SUBSTANTIAL COMPLETION

ARTICLE 13 -- INSPECTION

SECTION 13.01 - ACCESS TO THE WORK

SECTION 13.02 - NOTICE FOR TESTING AND INSPECTION

SECTION 13.03 - REEXAMINATION OF WORK

SECTION 13.04 - INSPECTION OF WORK

SECTION 13.05 - DEFECTIVE OR DAMAGED WORK

SECTION 13.06 – TESTING OF WORK

SECTION 13.07 - FINAL COMPLETION

SECTION 13.08 - GUARANTEE

ARTICLE 14 -- PROTECTION OF PERSONS AND PROPERTY

SECTION 14.01 – SITE SAFETY AND PROTECTION

SECTION 14.02 - PROTECTION OF WORK

SECTION 14.03 - PROTECTION OF LIVES AND HEALTH

SECTION 14.04 - RISKS ASSUMED BY THE CONTRACTOR

ARTICLE 15--INSURANCE AND BONDS

SECTION 15.01 - GENERAL PROVISIONS

SECTION 15.02 - SUBMISSION OF INSURANCE

SECTION 15.03 - INSURANCE PROVIDED BY CONTRACTOR

SECTION 15.04 - OTHER INSURANCE PROVIDED BY CONTRACTOR

SECTION 15.05 - STOP WORK ORDER - INSURANCE

SECTION 15.06 – BUILDER’S RISK

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SECTION 15.07 - BONDS PROVIDED BY CONTRACTOR

ARTICLE 16 -- GENERAL PROVISIONS OF THE CONTRACT

SECTION 16.01 - GENERAL LAW PROVISIONS

SECTION 16.02 - DIESEL EMISSIONS REDUCTION

SECTION 16.03 – STATE AND FEDERAL LABOR LAW PROVISIONS

SECTION 16.04 – NONDISCRIMINATION

SECTION 16.05 - DOMESTIC STEEL

SECTION 16.06 - FAILURE TO COMPLY WITH ARTICLE 16

ARTICLE 17—RECORDS/AUDITS/INVESTIGATIONS/ETHICS

SECTION 17.01 – PREPARATION OF RECORDS/OWNER'S RIGHT TO INSPECT RECORDS AND TO AUDIT . 69

SECTION 17.02- FALSE STATEMENTS/INFORMATION/DISCLOSURE

SECTION 17.03 - OWNER’S RIGHT TO CONDUCT INVESTIGATIONS

SECTION 17.04 - DISCLOSURE OF CRIMINAL INVESTIGATION

SECTION 17.05 - ANTI-RIOT PROVISIONS

SECTION 17.06 - ETHICAL CONDUCT

SECTION 17.07 – CONTINUING INTEGRITY

SECTION 17.08 – IRAN DIVESTMENT

ARTICLE 18 -- 2005 PROCUREMENT LOBBYING LAW

SECTION 18.01 - PROCUREMENT LOBBYING LAW

SECTION 18.02 - CONTRACTOR'S CERTIFICATIONS

SECTION 18.03 - TERMINATION PROVISIONS

ARTICLE 19 -- EXECUTIVE ORDER NO. 125

SECTION 19.01 - DETERMINATION OF CONTRACTOR RESPONSIBILITY

SECTION 19.02 – NYS VENDOR RESPONSIBILITY QUESTIONNAIRE

ARTICLE 20 -- OPPORTUNITY PROGRAMS

SECTION 20.01 - GENERAL PROVISIONS

SECTION 20.02 – EQUAL EMPLOYMENT OPPORTUNITY (EEO)

SECTION 20.03 – OPPORTUNITIES FOR MINORITY AND WOMEN-OWNED BUSINESS ENTERPRISES

(MWBE)

SECTION 20.04 - GOOD FAITH EFFORTS

SECTION 20.05 - WAIVERS

SECTION 20.06 – DAMAGES - MWBE PARTICIPATION

SECTION 20.07 – REPORTING TO OWNER

ARTICLE 21- SERVICE-DISABLED VETERAN OWNED BUSINESSES

SECTION 21.01 – GENERAL PROVISIONS

SECTION 21.02 – CONTRACT WITH GOALS

SECTION 21.03 – CONTRACT WITH NO GOALS

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ARTICLE 1 -- DEFINITIONS

Section 1.01 - Definitions

The following terms as used in the Contract Documents shall be defined as follows:

Addendum or Addenda – Additional provisions of the Contract Documents issued in writing prior to the receipt of bids.

Alternate – Scope(s) of Work stated in the Contract documents to be added or deducted from the Contractor’s base bid amount for alternate labor, materials and/or methods of construction.

Allowance – A sum of money set aside in the Agreement and included in the Contractor’s lump sum base bid for a scope of work which has been specified in the Allowance section of the General Requirements.

Reimbursement for Allowance work shall be as per General Conditions Article 7 – Changes in the Work.

Application for Payment – A Contractor’s written billing request, on a form:

A. prepared by the Owner from the Schedule of Values approved by the Owner;

B. completed by the Contractor;

C. adjusted by the Owner; and

D. signed by the Contractor, requesting partial or full payment for partial or full performance of the Contract.

Beneficial Occupancy – The stage in the performance of the Work prior to Substantial Completion when a designated portion of the Work is sufficiently complete in accordance with the Contract Documents so the Owner or Client can occupy or utilize such portion of the Work for its intended use, evidenced by the Notice of Beneficial Occupancy executed by the Owner following approval from the Authority Having Jurisdiction. Beneficial Occupancy may or may not allow for completion of outstanding punchlist items, as required by the Contract Documents. Notice of Beneficial Occupancy requires that the designation portion of Beneficial Occupancy Work function in a safe, reliable and warrantable manner.

Change Order – Written notice, in a standard Owner’s form, to the Contractor, signed by the Contractor and executed by the Owner, changing the Contract Documents in accordance with General Conditions Article 7 - Changes in the Work, or a Forced Change Order.

Claim - A demand by the Contractor seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, an extension of time, or other relief with respect to the terms of the Contract.

The term Claim also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract.

Client - The entity for whom the Dormitory Authority is performing services, including subsidiaries, agents, related corporations, or fiduciaries of the entity.

Construction Manager - A natural person, partnership, limited liability company, corporation, or other legal entity regularly engaged in management of construction projects, and so designated by the Owner.

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Consultant - A natural person, partnership, limited liability company, corporation, or other legal entity providing architectural, engineering, construction management, testing, inspection, commissioning, or other professional services, and so designated by the Owner.

Contract - The agreement between the Owner and the Contractor consisting of the Contract Documents.

Contract Amendment – A written instrument, signed by an authorized officer of the Dormitory Authority and an authorized officer of Contractor, amending, modifying, changing, or supplementing the Contract.

Contract Completion and Acceptance - The stage in the performance of the Work when all Work required to be performed by the Contract, including but not limited to submission of all documentation required for final payment, except any Work that may be required in the future with respect to:

A. any warranty or guarantee in the Contract Documents;

B. General Conditions Article 6 – Subcontracts, Sections 6.01 E through I;

C. General Conditions Article 14 - Protection of Persons and Property; or

D. General Conditions Article 15 – Insurance and Bonds, is complete in accordance with the Contract Documents, evidenced by the Notice of Contract Completion and Acceptance executed by the Owner. Contract Completion and Acceptance follows or may be concurrent with Physical Completion.

Contract Documents - The Notice to Bidders, Information for Bidders, Form of Bid, Agreement, Payment Bond, Performance Bond, General Conditions, General Requirements, Drawings, Specifications, Addenda, Change Orders, Contract Amendments, and all provisions of law deemed to be included in the Contract.

Contractor - A natural person, partnership, limited liability company, corporation, or other legal entity with whom the Owner enters into the Contract to perform the Work.

Design Professional - A natural person, partnership, limited liability company, corporation, or other legal entity providing architectural or engineering professional services, and so designated by the Owner.

Disputed Work Directive - Written directive, in a standard Owner’s form, from and executed by the Owner to the Contractor directing the Contractor to proceed with the Work described in the Disputed Work Directive in accordance with General Conditions Article 10 – Claims and Disputes.

Dormitory Authority - Dormitory Authority of the State of New York, a public benefit corporation established by the laws of the State of New York with its principal office located at 515 Broadway, Albany, New York, 12207-2964.

Extra Work - Any work in addition to the Work initially required to be performed by the Contractor pursuant to the Contract Documents.

Facility – the operating unit of the Client where the Site is located.

False Claim – Any Claim which is, either in whole or part, false or fraudulent.

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False Representation – This action takes place when a person has knowledge of the value of the work and materials supplied, performed, or proposed (the “Information”) constituting the Claim, Change Order, or Application for Payment and either:

A. acts in deliberate ignorance of the truth or falsity of the Information or

B. acts in reckless disregard of the truth or falsity of the Information.

Forced Change Order –Written notice, in a standard Owner’s form, to the Contractor, without the Contractor’s signature and executed by the Owner, changing the Contract Documents in accordance with General Conditions Article 7 – Changes in the Work.

Furnish - To deliver to the Site ready for installation.

Hazardous Material – any substance (gas, liquid, or solid) or agent (biological, chemical, radiological, physical, or having two or more of the preceding characteristics) which has the potential to cause harm to humans, animals, or the environment, either by itself or through interaction with other factors, including but not limited to heavy metals, volatile organic compounds (VOCs), semi-volatile organic compounds (SVOCs), pesticides, herbicides, dioxins, biological wastes, carcinogens, asbestos or any substance containing asbestos, polychlorinated biphenyls, lead, urea formaldehyde, explosives, radionuclides, radioactive materials, chemicals known or suspected to cause cancer or reproductive toxicity, pollutants, effluents, contaminants, emissions, infectious wastes, any petroleum or petroleum-derived waste or product or related materials, and any item defined as a hazardous, special, or toxic material, substance, or waste under any Hazardous Material Law, including, but not limited to, the NYS Environmental Conservation Law and Title 6 of the New York Code of Rules and Regulations.

Hazardous Material Laws – collectively, any present federal, state or local law, including all valid amendments, relating to public health, safety, or the environment, including without limitation, the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. §6901 et seq.; the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. §9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986 (“SARA”); the Clean Air Act, 42 U.S.C. §7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §5101 et seq.; the Clean Water Act, 33 U.S.C. §1215 et seq.; the Toxic Substances Control Act, 15 U.S.C. §2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §136 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. §11001 et seq.; the Occupational Safety and Health Act of 1970, 29 U.S.C. §651 et seq.; the Atomic Energy Act, 42 U.S.C. §2201 et seq.; the NYS Environmental Conservation Law; the NYS Labor Law; the NYS Public Health Law; and the amendments, regulations, orders, decrees, permits, licenses or deed restrictions now or hereafter enacted or promulgated under any such statute.

Install - To unload at the delivery point at the Site and perform every operation necessary to establish secure mounting and correct operation at the proper location.

Letter of Intent - Written notice, signed by the Owner, to the Contractor, which accepts the Contractor’s Form of Bid and transmits the Agreement, Payment Bond, Performance Bond, and other documents to the Contractor for execution. The Letter of Intent is not the formal notice to begin the physical Work of the Contract.

Means and Methods of Construction - Labor, materials, temporary structures, tools, plant, and construction equipment, and the manner and time of their use, necessary to accomplish the result intended by the Contract Documents.

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Notice of Beneficial Occupancy – Written notice, in a standard Owner’s form, to the Contractor, executed by the Owner and delivered to the Contractor prior to Substantial Completion, that certain Work of the Contract Documents, identified in such Notice of Beneficial Occupancy, satisfies the criteria for Beneficial Occupancy and will be occupied or utilized by the Owner or Client.

Notice of Contract Completion and Acceptance – Written notice, in a standard Owner’s form, to the Contractor, executed by the Owner, that the Work required to be performed by the Contract Documents, except any Work required by any warranty or guarantee in the Contract Documents, satisfies the criteria for Contract Completion and Acceptance.

Notice of Physical Completion - Written notice, in a standard Owner’s form, to the Contractor, executed by the Owner, that the Work of the Contract Documents satisfies the criteria for Physical Completion.

Notice of Substantial Completion - Written notice, in a standard Owner’s form, to the Contractor, executed by the Owner, that the Work of the Contract Documents satisfies the criteria for Substantial Completion and constitutes the start of the guarantee period.

Notice to Proceed –

A. Written notice, signed by the Owner, to the Contractor, that acknowledges receipt by the Owner of the signed Agreement, Payment Bond, and Performance Bond from the Contractor and directs the Contractor to start performance of the Work; or

B. Written notice, in a standard Owner’s form, to the Contractor, executed by the Owner, directing the

Contractor to proceed with the change in the Work described therein in accordance with General Conditions Article 7 – Changes in the Work. A Notice to Proceed cannot change the Contract amount or the date to achieve Substantial Completion. A Notice to Proceed can change only the General Requirements, the Drawings, or the Specifications.

NYS – New York State

Other Contractor(s) – The one or more natural persons, partnerships, limited liability companies, corporations, or other legal entities who have entered into a contract with the Owner to perform work (including services) at or near the Site, identified in the Contract Documents or in writing by the Owner, including, but not limited to, contractors, Construction Managers, Consultants, and Design Professionals.

Other Contractors does not include the Contractor.

Owner - Dormitory Authority of the State of New York.

Owner's Representative - A natural person, partnership, limited liability company, corporation, or other legal entity so designated by the Owner to act on behalf of the Owner. See General Conditions Section

2.03 for limitations and further provisions on the Owner’s Representative.

Physical Completion – The stage in the performance of the Work when all Work to be performed at the Site, except any Work that may be required in the future by any warranty or guarantee in the Contract Documents, is complete in accordance with the Contract Documents, evidenced by the Notice of Physical Completion executed by the Owner. Physical Completion precedes or may be concurrent with Completion and Acceptance. Physical Completion requires that all punchlist work be completed by the Contractor such that the Contractor no longer is required to perform Work at the site. All insurances must remain in effect

June 17, 2021 Page 8 until the Contractor achieves Physical Completion and the Contractor is required to submit certified payrolls through the date of Notice of Physical Completion.

Project - The work at or near the Site(s) carried out pursuant to the Contract and one or more other contracts.

Project Management Program – The software program used by the Owner to manage, monitor, and oversee performance of the Contract.

Provide - To Furnish and Install the Work complete in place and ready for its intended use.

Resume Work Order or Directive – Written notice, signed by the Owner, to the Contractor, to recommence or continue Work of the Contract Documents.

Schedule of Values – a form provided by the Owner, completed by the Contractor, and submitted to the Owner for review and written approval; the completed, approved form establishes a minimum level of allocation of the Contract amount among the items of Work to formulate the Contractor’s billing requests.

Site - The area(s) within the Contract limit, as indicated by the Contract Documents.

Stop or Suspend Work Order or Directive- Written notice, signed by the Owner, to the Contractor, to cease or hold Work of the Contract Documents.

Subcontract - An agreement between the Contractor and Subcontractor for Work on the Site.

Subcontractor - A natural person, partnership, limited liability company, corporation, or other legal entity under contract with the Contractor, or under contract with any Subcontractor, to perform any portion of the Work, or to provide any labor, material, equipment, or service at the Site.

Substantial Completion – The stage in the performance of the Work when all Work is sufficiently complete in accordance with the Contract Documents so the Owner or Client can occupy or utilize the Work for its intended use, evidenced only by the Notice of Substantial Completion executed by the Owner. Issuance of a temporary certificate of occupancy or a temporary approval for occupancy does not establish Substantial Completion. Work at the site (Physical Completion), and Work required by the Contract (Completion and Acceptance) may still be required.

Unit Price – The price for one measured unit (i.e. cu. ft., sq. foot etc.) of completed Work activity. Each Unit Price includes all labor, material, equipment, overhead, and profit attributable to that scope of Work. Unit Prices shall be based upon estimated quantities specified in the Unit Prices section of the General Requirements and as listed on the Form of Bid and will be paid based upon actual quantities of Work performed as verified by the Owner.

Unmanned Aircraft System (UAS or DRONES)- An aircraft and its associated elements (including communication links and the components that control the unmanned aircraft) operated without the possibility of direct human intervention from within or on the aircraft.

Work - All obligations explicitly and implicitly imposed upon the Contractor by the Contract Documents.

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ARTICLE 2 -- CONTRACT DOCUMENTS

Section 2.01 - Captions

The table of contents, titles, captions, headings, running headlines, and marginal notes contained herein and in the Contract Documents are solely to facilitate reference to various provisions of the Contract Documents and in no way affect the interpretation of the provisions to which they refer.

Section 2.02 – Electronic Data Transfer

A. Electronic data includes, but is not limited to, all digital versions of any Contract Document, all digital files produced by mechanical, facsimile, electronic, magnetic, digital or other programs, programming notes or instructions, activity listings of electronic mail receipts or transmittals, output resulting from the use of any software program, including but not limited to, word processing documents, spreadsheets, database files, charts, graphs, drawings, specifications, outlines, electronic mail, personal digital assistant messages, instant messenger messages, PDF files, PRF files, batch files, ASCII files, DWG files and any other type of files now or hereafter allowed by Owner.

B. The Owner reserves the right to implement an electronic payment program for payments due the

Contractor. Prior to implementation, the Owner, in writing, shall notify the Contractor one hundred twenty (120) calendar days prior to the effective date of the electronic payment program. Commencing on or after the electronic payment effective date, all payments, due the Contractor, shall only be rendered electronically, unless payment by paper check is authorized in writing by the Owner.

Commencing on or after the electronic payment effective date, the Contractor, further acknowledges and agrees that the Owner may withhold payments, if the Contractor has not complied with the Owner’s policies and procedures relating to the electronic payment program in effect at such time, unless payment by paper check is authorized in writing by the Owner.

C. Electronic data produced in connection with the Contract is proprietary information of the Owner and to be treated as confidential and not to be disclosed to or shared with others outside the limits of the Contract without the express written consent of the Owner. The Owner makes no warranty, express or implied, as to the accuracy of the information transferred.

D. The Contractor shall pay, on behalf of the Owner, any loss which the Owner becomes legally liable to pay as a result of a claim by any person or entity against the Contractor or Owner, which results directly from an act, error, or omission of the Contractor in the provision of electronic data in respect to the Contract.

Section 2.03 - Owner

A. The Contract constitutes the entire agreement and understanding between the Contractor and the Owner with respect to the Project and supersedes all prior agreements, arrangements and understandings, and all trade custom and trade usage, and the construction of any provision of the Contract shall not be affected by the wording of any other agreement, whether between the Contractor and the Owner or involving other parties. The Contract may not be amended, modified, supplemented, or changed in any way except in accordance with General Conditions Article 7 – Changes in the Work or a Contract Amendment. The legal relationship between the Owner and the Contractor shall be governed solely by the Contract and no rights shall arise on any other basis, including but not limited to, oral agreement, partial performance, estoppel, conduct of the parties, course of conduct or any other course of dealing

June 17, 2021 Page 10 involving the Project or any other project. The meaning and intent of the Contract Documents shall be interpreted solely by the Owner.

B. The Owner shall give all orders and directions contemplated under the Contract relative to the execution of the Work. The Owner shall determine the amount, quality, and acceptability of the Work and shall decide all questions which may arise in relation to said Work. The Owner's estimates and decisions shall be final except as otherwise expressly provided herein.

C. The Owner may, at its sole and exclusive discretion, waive certain provisions of the Contract

Documents. Such waiver shall only be done by written instrument signed by a duly authorized officer of the Owner, and any such waiver shall apply solely in accordance with its terms and shall not act as a waiver of any provision of the Contract Documents, or estoppel against the enforcement thereof, in connection with any subsequent or separate event involving the Project or other projects.

D. Any differences or conflicts concerning performance which may arise between the Contractor and

Other Contractors performing work for the Owner shall be analyzed and resolved by the Owner as warranted by the circumstances. The Owner’s exercise of discretion in this regard shall be sole and exclusive and its decision concerning such differences and conflicts shall be final and binding.

E. The Owner may act through an Owner’s Representative designated as such in writing by the Owner.

Unless otherwise designated by the Owner, the Owner’s Representative is the Owner’s employee assigned to the Project as the project manager. Unless otherwise stated in writing by the Owner, the Owner’s Representative is not an authorized officer of the Owner, does not have authority to approve a Labor Rate Worksheet on behalf of the Owner, does not have authority to waive the requirement for a narrative and fragnet schedule of General Conditions Section 7.01 C. 4, does not have authority to waive any provision of the Contract Documents and does not act for the Owner for General Conditions Article 15 – Insurance and Bonds. Unless otherwise stated in writing by the Owner and notwithstanding the other provisions of this paragraph, the Owner’s Representative does have authority to issue a direction to attend a meeting in accordance with General Conditions Section 4.04, a Notice to Proceed in accordance with General Conditions Section 7.01 and a Disputed Work Directive in accordance with General Conditions Section 10.01. The Owner may change the Owner’s Representative and the scope of her, his or its duties by written notice to the Contractor in accordance with General Conditions Section 2.04. The Owner’s Representative’s signature by itself on a Change Order is not execution of a Change Order by the Owner. See General Conditions Section 7.01 A. 5 for the requirements for execution of a Change Order by Owner.

Section 2.04 - Notice and Service Thereof

A. Any notice to the Contractor from the Owner relative to any part of the Contract shall be in writing and service considered complete when said notice is sent or delivered in person to the Contractor or its authorized representative, at the street address, postal address or email address given by the Contractor in the Form of Bid. The Contractor may change any of these addresses by written notice to the Owner’s Procurement Unit, 515 Broadway, Albany, New York 12207 - 2964; such change shall not be effective until Contractor receives from the Owner’s Procurement Unit a written acknowledgement that the change has been received.

B. Any notice from the Contractor to the Owner required by any part of the Contract shall be in writing and shall be sent or delivered to the Owner’s Representative at the street address, postal address or email address for the Owner’s Representative given in the Notice to Bidders. The Owner may change the Owner’s Representative or any of these addresses by written notice to the Contractor. If any part of the Contract shall require the Contractor to provide notice to any other employee or unit of the

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Owner, the notice to such employee or unit is in addition to, and does not replace, the notice to the Owner’s Representative. Notice to the Owner may be delivered by certified mail, overnight delivery by a nationally recognized courier or, if an email address is provided, email. The Owner’s Representative will endeavor to provide a written acknowledgment of receipt of the notice but any failure to provide such written acknowledgment shall not be a breach of the Contract, shall not in any way alter the Contractor’s obligation to provide timely notice and shall not in any way alter any of the other obligations of the Contractor under the Contract.

C. For all notices from the Contractor to the Owner required by any part of the Contract, the Contractor shall have the burden of proving the Owner’s receipt of the notice.

Section 2.05 - Nomenclature

Materials, equipment, or other Work not defined or specified in the Contract but described in words that have a generally accepted technical or trade meaning shall be interpreted as having said meaning in connection with the Contract.

Section 2.06 - Invalid Provisions

If any term or provision of the Contract Documents or the application thereof to any natural person, partnership, limited liability company, corporation or other legal entity or circumstance shall, to any extent, be determined to be invalid or unenforceable, the remainder of the Contract Documents, or the application of such terms or provisions to natural persons, partnerships, limited liability companies, corporations or other legal entities or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term or provision of the Contract Documents shall be valid and be enforced to the fullest extent permitted by law. It is the intent of the Owner and the Contractor that all provisions of the Contract shall be construed to be valid under applicable law and shall be enforced to the maximum extent possible.

Section 2.07 – Interpretation of Contract Documents

A. Should any provision in the Contract Documents be in conflict or inconsistent with the General

Conditions or supplements thereto, the General Conditions or supplements thereto shall govern.

B. Figured dimensions shall take precedence over scaled dimensions. Larger scale Drawings shall take precedence over smaller scale Drawings. Latest Addenda shall take precedence over previous Addenda and earlier dated Drawings and Specifications.

C. Should a conflict occur in or between or among any parts of the Contract Documents that are entitled to equal preference, the better quality or greater quantity of material or more onerous provision in the Owner’s judgment shall govern, regardless of cost, unless the Owner directs otherwise in writing. In each conflict, the Owner, in its sole and exclusive discretion, shall determine whether the quality, quantity or onerous provision method will be used to resolve the conflict.

D. Drawings and Specifications are complementary. Anything shown on the Drawings and not mentioned in the Specifications, or mentioned in the Specifications and not shown on the Drawings, shall have the same effect as if shown or mentioned in both.

E. The term “materials” includes “supplies”.

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F. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa.

Section 2.08 - Copies of Contract Documents

The Owner may furnish to the Contractor up to three (3) paper copies and one electronic (PDF) copy of the Contract Documents without charge. Additional sets may be furnished at the costs of reproduction and mailing.

ARTICLE 3 -- SITE CONDITIONS

Section 3.01 - Subsurface or Site Conditions Found Different

A. The Contractor acknowledges that the Contract amount set forth in its bid includes such provisions which the Contractor deems sufficient for all subsurface or site conditions the Contractor could reasonably anticipate encountering as indicated in the Contract Documents, or borings, reports, rock cores, foundation investigation reports, topographical maps, or other information available to the Contractor or from the Contractor's inspection and examination of the Site prior to submission of bids.

B. The Owner assumes no responsibility for the correctness of any boring or other subsurface information and makes no representation whatsoever regarding subsurface conditions and test borings, reports, rock cores, foundation investigation and topographical maps which may be made available to the Contractor.

C. Should the Contractor encounter subsurface or site conditions at the Site materially differing from those shown on or described in or indicated in the Contract Documents, the Contractor shall immediately give written notice to the Owner of such conditions and shall not disturb said conditions until authorized to do so by the Owner in writing.

D. Subsurface or site conditions found materially differing from those that could have been reasonably anticipated may be cause for change to the Contract amount and time of completion. This determination will be made at the sole and exclusive discretion of the Owner.

Section 3.02 - Verifying Dimensions and Conditions

A. The Contractor shall take all measurements at the Site and shall verify all dimensions and conditions at the Site before proceeding with the Work. If said dimensions or conditions are found to conflict with the Contract Documents, the Contractor immediately shall refer said conflict to the Owner in writing.

The Contractor shall comply with any revised Contract Documents.

B. During the performance of the Work, the Contractor shall verify all field measurements prior to fabrication of building components or equipment, and proceed with the fabrication to meet field conditions.

C. The Contractor shall review all Contract Documents to determine exact location of all Work and verify spatial relationships of all the Work. Any question concerning said location or spatial relationships shall be submitted in a manner approved by the Owner.

D. Special locations for equipment, pipelines, ductwork, and other such items of the Work, where not dimensioned on plans, shall be coordinated with affected Other Contractors.

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E. The Contractor shall be responsible for the proper fitting of the Work in place.

Section 3.03 - Surveys

Unless otherwise expressly provided in the Contract Documents, the Owner shall furnish the Contractor all surveys of the property necessary for the Work, but the Contractor shall lay out the Work.

ARTICLE 4 -- CONTRACTOR

Section 4.01 - Representations of Contractor

The Contractor represents and warrants:

A. That it is financially solvent and is experienced in and competent to perform the Work, and has the staff, workers, equipment, subcontractors, and suppliers to complete the Work within the time specified for the Contract amount.

B. That it is familiar with all federal, state, and local laws, codes, ordinances, orders, rules, and regulations which may affect the Work, the Contractor, or the Project.

C. That all temporary and permanent Work required by the Contract Documents can be satisfactorily constructed, and that said construction will not injure any person or damage any property.

D. That it has carefully examined the Contract Documents and the Site, and from the Contractor's own investigations is satisfied as to the nature and materials likely to be encountered, the character of equipment and other facilities needed for the performance of the Work, the general and local conditions, and all other materials or items which may affect the Work.

E. That it is satisfied that the Work can be performed and completed as required in the Contract

Documents, and warrants that it has not been influenced by any oral statement or promise of the Owner or the Design Professional.

F. That to the best of Contractor’s knowledge, there are no pending or threatened suits, proceedings, judgments, rulings, or orders by or before any court or any governmental agency or arbitrator that could reasonably be expected to affect materially and adversely:

1. the financial condition or operations of the Contractor;

2. the ability of the Contractor to perform its obligations hereunder; or

3. the legality, validity, or enforceability of this Contract.

G. That Contractor is a duly organized and validly existing entity of the type described in the recital clauses of the Agreement and is in good standing under the laws of the jurisdiction of its formation; it has the legal right, power, and authority and is qualified to conduct its business and to execute and deliver this Contract and perform its obligations under this Contract; and all regulatory authorizations have been obtained and will be maintained, as necessary, for it to perform legally its obligations under this

H. That executing and performing this Contract are within Contractor’s powers; that executing and performing this Contract has been duly authorized by all necessary action on the Contractor’s part; and

June 17, 2021 Page 14 that such actions do not and will not violate any provision of law or any rule, regulation, order, writ, judgment, decree, or other determination presently in effect applicable to Contractor or its governing documents.

I. That this Contract constitutes the Contractor’s legal, valid, and binding obligation, enforceable against it in accordance with this Contract’s terms, subject to applicable bankruptcy, insolvency, reorganization, and other laws affecting creditors’ rights generally, and general equitable principles, to the discretion of the court before which proceedings to obtain the same may be pending.

J. That Contractor is in good standing with any union with craft labor on the Site for part or all the Work of this Contract or the work of the Project.

K. That Contractor is experienced in the methods of design, engineering, installation, management, and construction contemplated for the Work of this Contract and for contracts of this nature, scope magnitude and quality and that the Contractor understands the complexity involved in this type of Contract and the necessity to coordinate its Work with appropriate governmental agencies, the Owner, and the Other Contractors.

L. That Contractor is fully informed as to all existing conditions and limitations, including local workforce/labor working arrangements and the continuous, regular, and uninterrupted operations of the Facility.

M. That Contractor has had the opportunity to consult with or has consulted with legal counsel of its choice before entering into this Contract.

N. That any breach of any of the representations and warranties of this General Conditions Section 4.01, any failure of the Contractor to familiarize itself with the Contract Documents, the Facility, the Site or the Project or any lack of knowledge on the part of the Contractor of any existing or foreseeable condition or conditions at the Site reasonably inferred from the Contract Documents which create difficulties or hindrances in the execution of the Work shall constitute a conclusive and binding determination by the Contractor that resolving any adverse impact of such breach, failure or lack of knowledge does not constitute Extra Work and a waiver by the Contractor of all Claims for additional compensation or damages or time to achieve Substantial Completion as a result of the breach, failure or lack of knowledge.

Section 4.02 - Errors or Discrepancies

The Contractor shall examine the Contract Documents thoroughly before commencing the Work and report any errors or discrepancies to the Owner, in writing, within fifteen (15) calendar days of discovery. The Owner shall not be responsible for costs, damages or delays due to the Contractor’s failure to comply with the requirements of this General Conditions Section 4.02.

Section 4.03 - Coordinated Composite Drawings

A. The Contractor shall prepare coordinated composite drawings clearly showing how the Work of the

Contractor is to be performed in relation to the work of Other Contractors, prepare scaled drawings and sections in the same digital software program, version, and operating system as the original Contract Drawings or in an operating system approved by the Owner.

B. If, and only if, required by the Information for Bidders for the Contract, the Contractor shall run a conflicts and coordination check utilizing the Project Drawings within a three-dimensional software

June 17, 2021 Page 15 program of the Contractor’s choice to limit the number of physical conflicts that may occur during construction. Failure to run such a conflicts and coordination check or to resolve conflicts and coordination issues identified as a result of such a check prior to the initiation of the Work on Site shall constitute a:

1. conclusive and binding determination by the Contractor that resolution of the conflicts does not involve Extra Work; and

2. waiver by the Contractor of all Claims for additional compensation, damages, or time to achieve

Substantial Completion as a result of the existence of physical conflicts.

Section 4.04 - Meetings

The Contractor shall attend all meetings required by the Contract Documents and all meetings when directed to attend by the Owner. The Contractor shall be represented at all meetings by the on-Site superintendent described in General Conditions Section 4.05 A who shall attend the meetings in person unless the Owner in writing prior to the meeting directs otherwise. If the Owner directs, the Contractor shall be represented either by the project management personnel of General Conditions 4.05 B or by an authorized officer of Contractor; in each case, the project management personnel or the authorized officer shall attend the meetings in person. The Owner, in its sole and exclusive discretion, shall determine the time, date, location, and purpose of the meeting. The purpose of a meeting includes, but is not limited to, Project progress, submittal status, Change Orders, site logistics, coordination, inspections, testing, safety reviews, or anything which the Owner determines is useful for administration or performance of the Contract or the Project.

Section 4.05 - Supervision by Contractor

A. The Contractor shall provide full-time competent supervision for the duration of the Contract. During the course of on-Site Work, the Contractor shall provide a full-time on-Site superintendent who shall have full authority to act for the Contractor at all times. The superintendent shall read, write, and speak English fluently, as well as communicate with the Contractor’s workers and the workers of all Subcontractors.

B. The Contractor shall also provide competent project management personnel in addition and superior to the full-time on-Site superintendent who shall also have full authority to act for the Contractor at all times except such project management personnel cannot modify or rescind any action of the full-time on-Site superintendent directed to the Owner without the Owner’s written consent.

C. If at any time the supervisory staff is not satisfactory to the Owner, the Contractor shall, if directed in writing by the Owner, immediately replace such supervisory staff with other staff satisfactory to the Owner at no additional cost to the Owner.

D. The Contractor shall remove from the Work any employee of the Contractor or of any Subcontractor when so directed in writing by the Owner.

Section 4.06 – Project Scheduling

A. The Contractor shall provide a project scheduler, experienced in critical path method (CPM) scheduling. The scheduler’s experience and credentials shall be submitted in writing to the Owner for review and acceptance prior to proceeding with scheduling of the Work. The Owner may withdraw its acceptance of the project scheduler at any time thereafter for failure to perform in accordance with the Contract. The Contractor shall provide a replacement scheduler and submit the replacement’s

June 17, 2021 Page 16 experience and credentials in writing to the Owner for review and acceptance as soon as possible. The replacement scheduler shall be at no additional cost to the Owner.

B. Using the software required by the Owner, the Contractor shall prepare, maintain, and revise the Project

CPM schedule to plan and monitor the progress of all Project operations, in accordance with the Contract Documents. See the General Requirements for further details.

C. Construction activities shall be interrelated on a single Project CPM schedule that represents the entire

Project, including the entire Contract duration from Notice to Proceed to Substantial Completion and through Contract Completion and Acceptance. The Contractor shall utilize the critical path method of network calculation to generate the Project CPM schedule and shall utilize the time-scaled precedence diagram method to show the Project CPM Schedule. The Project CPM Schedule shall utilize calendar days for the time scale. The Contractor shall ensure all logic constraints are identified between the Work of the Contract, the work of Other Contractors and Owner’s work prior to approval of the Project CPM schedule. See the General Requirements for further details.

D. The Owner may reject any proposed Project CPM schedule, any proposed updated Project CPM schedule or any proposed recovery Project CPM schedule if the Owner, in its sole and exclusive discretion, finds the proposed Project CPM schedule, proposed updated Project CPM schedule or proposed recovery Project CPM schedule defective for any reason, including but not limited to:

1. Defective logic;

2. Excessive use of constraints;

3. Activity durations that are inconsistent with actual or available workforce;

4. The appearance of an effort to manipulate the schedule so that responsibility for an adverse impact is associated with a natural person or entity other than the natural person or entity responsible for the adverse impact; or

5. Lacking executive summary and/or narrative.

E. If a proposed Project CPM schedule, proposed updated Project CPM schedule or proposed recovery

Project CPM schedule is rejected by the Owner, the Owner will notify the Contractor in writing of the rejection and the reason or reasons for the rejection. Contractor shall submit a new proposed Project CPM schedule, proposed updated Project CPM schedule or proposed recovery Project CPM schedule with the defect or defects corrected at no cost to the Owner within two weeks of the Owner’s written rejection.

F. Review comments made by the Owner on the proposed Project CPM schedule, any proposed updated Project CPM schedule or any proposed recovery Project CPM schedule shall not relieve the Contractor from compliance with requirements of the Contract Documents. The Contractor shall be responsible for scheduling, sequencing, and performing the Work to comply with the requirements of the Contract Documents.

G. The Contractor expressly understands and agrees that no additional compensation shall be paid for any alterations to Contractor’s planned construction sequence to accommodate the Project CPM schedule requirements, any updated Project CPM schedule or any recovery Project CPM schedule pursuant to

June 17, 2021 Page 17 the Contract. Failure to include any element of work required for the performance of the Work shall not excuse the Contractor from completing all the Work required within the applicable completion date of each phase in the Contract Documents regardless of the Owner’s approval of the Project CPM schedule, any updated Project CPM schedule or any recovery Project CPM schedule.

H. The Owner may withhold payments, in whole or in part, if the Contractor fails to provide an acceptable project scheduler, replacement project scheduler, Project CPM schedule, updated Project CPM schedule, recovery Project CPM schedule or other schedule information or reports in accordance with requirements of the Contract.

Section 4.07 - Worker Identification and Site Access Control

A. All employees of the Contractor and every Subcontractor shall comply with all site access control, safety and security procedures prescribed by the Owner which may include, but are not limited to, the wearing of Owner issued identification badges, ingress and egress through controlled entry and exit points, and use of card readers or other electronic identity verification devices. Contractor cannot authorize any one to enter the Site, except Contractor’s and Subcontractor’s employees and persons delivering materials or equipment to Contractor or a Subcontractor, without the prior written consent of the Owner.

B. All employees of the Contractor and every Subcontractor, prior to entering the Site for the first time, shall obtain an identification badge if issued by the Owner and produce to the Owner a valid form of government-issued photo identification and furnish other background information, including but not limited to the following:

Full Name Last four (4) digits of Social Security Number Home Address (#/Street/Apt./City/Zip) Contractor/Subcontractor Name Job Classification Union Local Affiliation, if any

The Owner recognizes that certain information requested above constitutes personal information and will take all reasonable steps to ensure the security and confidentiality of this information as required by law.

C. All employees of the Contractor and every Subcontractor shall visibly display on their person, while entering and on the Site, an identification badge if issued by the Owner.