General Conditions~23.pdf

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Table of Contents

GENERAL CONDITIONS Page

ARTICLE 1―DEFINITIONS AND TERMINOLOGY

1.01 Defined Terms

1.02 Terminology

ARTICLE 2―PRELIMINARY MATTERS

2.01 Delivery of Bonds and Evidence of Insurance

2.02 Copies of Documents

2.03 Commencement of Contract Times; Notice to Proceed

2.04 Starting the Work

2.05 Before Starting Construction

2.06 Preconstruction Conference; Designation of Authorized Representatives

2.07 Initial Acceptance of Schedules

ARTICLE 3―CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE

3.01 Intent

3.02 Reference Standards

3.03 Reporting and Resolving Discrepancies

3.04 Amending and Supplementing Contract Documents

3.05 Reuse of Documents

3.06 Electronic Data

ARTICLE 4―AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS;

HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS

4.01 Availability of Lands

4.02 Subsurface and Physical Conditions

4.03 Differing Subsurface or Physical Conditions

4.04 Underground Facilities

4.05 Reference Points

4.06 Hazardous Environmental Condition at Site

ARTICLE 5―BONDS AND INSURANCE

5.01 Performance, Payment, and Other Bonds

5.02 Licensed Sureties and Insurers

5.03 Certificates of Insurance

5.04 CONTRACTOR’s Liability Insurance

5.05 Partial Utilization, Acknowledgment of Property Insurer

ARTICLE 6―CONTRACTOR’S RESPONSIBILITIES

6.01 Supervision and Superintendence

6.02 Labor; Working Hours

6.03 Services, Materials, and Equipment

6.04 Progress Schedule

6.05 Substitutes

6.06 Concerning Subcontractors, Suppliers, and Others

6.07 Patent Fees and Royalties

6.08 Permits

6.09 Laws and Regulations

6.10 Taxes

6.11 Use of Site and Other Areas

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6.12 Record Documents

6.13 Safety and Protection

6.14 Safety Representative

6.15 Hazard Communication Programs

6.16 Emergencies

6.17 Shop Drawings and Samples

6.18 Continuing the Work

6.19 CONTRACTOR’s General Warranty and Guarantee

6.20 Indemnification

6.21 Delegation of Professional Design Services

ARTICLE 7―OTHER WORK AT THE SITE

7.01 Related Work at Site

7.02 Coordination

7.03 Legal Relationships

ARTICLE 8―OWNER’S RESPONSIBILITIES

8.01 Communications to CONTRACTOR

8.02 Replacement of PROJECT MANAGER

8.03 Furnish Data

8.04 Pay When Due

8.05 Lands and Easements; Reports and Tests

8.06 Insurance

8.07 Change Orders

8.08 Inspections, Tests, and Approvals

8.09 Limitations on OWNER’s Responsibilities

8.10 Undisclosed Hazardous Environmental Condition

ARTICLE 9―PROJECT MANAGER’S STATUS DURING CONSTRUCTION

9.01 OWNER’s Representative

9.02 Visits to Site

9.03 Project Representative

9.04 Authorized Variations in Work

9.05 Rejecting Defective Work

9.06 Shop Drawings, Change Orders, and Payments

9.07 Determinations for Unit Price Work

9.08 Decisions on Requirements of Contract Documents and Acceptability of Work

9.09 Limitations on PROJECT MANAGER’s Authority and Responsibilities

ARTICLE 10―CHANGES IN THE WORK; CLAIMS

10.01 Authorized Changes in the Work

10.02 Unauthorized Changes in the Work

10.03 Execution of Change Orders

10.04 Notification to Surety

10.05 Claims, Change Order Requests, and Disputes

ARTICLE 11―COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK

11.01 Cost of the Work

11.02 Allowances

11.03 Unit Price Work

11.04 Stipulated Unit Price Work

ARTICLE 12―CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES

12.01 Change of Contract Price

12.02 Change of Contract Times

12.03 Delays

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ARTICLE 13―TESTS AND INSPECTIONS; CORRECTION, REMOVAL,

OR ACCEPTANCE OF DEFECTIVE WORK

13.01 Notice of Defects

13.02 Access to Work

13.03 Tests and Inspections

13.04 Uncovering Work

13.05 OWNER May Stop the Work

13.06 Correction or Removal of Defective Work

13.07 Correction Period

13.08 Acceptance of Defective Work

13.09 OWNER May Correct Defective Work

ARTICLE 14―PAYMENTS TO CONTRACTOR AND COMPLETION

14.01 Schedule of Values

14.02 Progress Payments

14.03 CONTRACTOR’s Warranty of Title

14.04 Substantial Completion

14.05 Partial Utilization

14.06 Final Inspection

14.07 Final Payment

14.08 Final Completion Delayed

14.09 Waiver of Claims

ARTICLE 15―SUSPENSION OF WORK AND TERMINATION

15.01 OWNER May Suspend Work

15.02 OWNER May Terminate for Cause

15.03 OWNER May Terminate For Convenience

15.04 Not Used

ARTICLE 16―DISPUTE RESOLUTION

16.01 Methods and Procedures

ARTICLE 17―MISCELLANEOUS

17.01 Giving Notice

17.02 Computation of Times

17.03 Cumulative Remedies

17.04 Survival of Obligations

17.05 Controlling Law

17.06 Headings

«SNAME»

Bid No. «BIDNO» / Project No. «PN» 00700―1 General Conditions

GENERAL CONDITIONS

“The documents contained herein have been created by modifying the documents prepared by the Engineer's Joint

Contract Documents Committee (EJCDC). The user is responsible for reading them entirely in order to fully understand their content and application with regard to the Project, and to note changes in content from the EJCDC standard form. A copy of the document showing redline deletions and additions to the EJCDC text is available upon request.”

ARTICLE 1―DEFINITIONS AND TERMINOLOGY

1.01 Defined Terms

A. Wherever used in the Bidding Requirements or Contract Documents and printed with capital letters or initial capital letters, the terms listed below will have the meanings indicated that are applicable to both the singular and plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms.

1. Addenda—Written or graphic instruments issued prior to the opening of Bids that clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. In the case of inconsistency between the Contract Documents and any Addenda, the Addenda supersede other Contract Documents.

2. Agreement—The primary written instrument that is evidence of the agreement between OWNER and CONTRACTOR covering the Work.

3. Allowance—A specified monetary sum, specified quantity, or time not otherwise defined by the specifications and drawings, but which the CONTRACTOR is required to include in the bid or price. An allowance may be either a cash allowance or a quantity allowance.

4. Application for Payment—The form acceptable to PROJECT MANAGER which is to be used by

CONTRACTOR during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents.

5. Asbestos—Any material that contains more than 1 percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and

Health Administration.

6. Bid—The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed.

7. Bidder—The individual or entity who submits a Bid directly to OWNER.

8. Bidding Documents—The Bidding Requirements and the proposed Contract Documents (including all Addenda).

9. Bidding Requirements—The Advertisement or Invitation to Bid; Instructions to Bidders; bid security of acceptable form, if any; prevailing wages, if any; the Bid Form with any supplements; and any additional forms in Section 00410.

10. Blue Book—The current edition of the Rental Rate Blue Book for Construction Equipment

Volumes 1, 2, and 3, published by EquipmentWatch, 181 Metro Drive Suite 410, San Jose CA 95110.

11. Bonds—Performance and payment bonds and other instruments of security.

12. Change Order—A document that is signed by CONTRACTOR and OWNER and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement.

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13. Claim or Change Order Request—A demand or assertion by OWNER or CONTRACTOR seeking an adjustment of Contract Price or Contract Times, or both, or other relief with respect to the terms of the

Contract. A demand for money or services by a third party is not a Claim.

14. Contract—The entire and integrated written agreement between the OWNER and CONTRACTOR concerning the Work. The Contract supersedes all prior negotiations, representations, or agreements, whether written or oral.

15. Contract Documents—Those items so designated in the Agreement, Section 00500, Article 9. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Approved Shop Drawings, other CONTRACTOR’s submittals, and the reports and drawings of subsurface and physical conditions are not

Contract Documents.

16. Contract Price—The moneys payable by OWNER to CONTRACTOR for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph

11.03 in the case of Unit Price Work).

17. Contract Times—The number of days or the dates stated in the Agreement to: (i) achieve

Milestones, if any; (ii) achieve Substantial Completion; and (iii) complete the Work so that it is ready for final payment as evidenced by PROJECT MANAGER’s authorization of final payment.

18. CONTRACTOR—The individual or entity with whom OWNER has entered into the Agreement.

19. Cost of the Work—See Paragraph 11.01.A for definition.

20. Drawings—That part of the Contract Documents which graphically shows the scope, extent, and character of the Work to be performed by CONTRACTOR. Shop Drawings and other CONTRACTOR submittals are not Drawings as so defined.

21. Effective Date of the Agreement—The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver.

22. ENGINEER—The OWNER’s City Engineer or the individual designated as such by the OWNER.

23. Engineer’s Directive—A written order to Contractor signed by PROJECT MANAGER directing an addition, deletion, or revision in the Work.

24. General Requirements—Sections of Division 1 of the Specifications. The General Requirements pertain to all sections of the Specifications.

25. Hazardous Environmental Condition—The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, or Radioactive Material in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work.

26. Hazardous Waste—The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time.

27. Inspector—An authorized representative of the ENGINEER who may be assigned to the site or any part thereof.

28. Laws and Regulations; Laws or Regulations—Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction.

29. Liens—Charges, security interests, or encumbrances upon Project funds, real property, or personal property.

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30. Major Bid Item—An item or portion of the Work for which there is a unit price in the Contract

Documents that also has an extended value of greater than 10 percent of the original Contract Price.

31. Milestone—A principal event specified in the Contract Documents relating to an intermediate completion date or time prior to Substantial Completion of all the Work.

32. Notice of Award—The written notice by OWNER to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, OWNER, if OWNER decides to proceed with the Work, will sign and deliver the Agreement to the apparent successful Bidder.

33. Notice to Proceed—A written notice given by OWNER to CONTRACTOR fixing the date on which the Contract Times will commence to run and the date on which CONTRACTOR shall start to perform the Work under the Contract Documents.

34. OWNER—The public body, (City of Salem or Urban Renewal Agency) with whom

CONTRACTOR has entered into the Agreement and for whom the Work is to be performed.

35. Partial Utilization—Use by OWNER of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work.

36. Pay Item—A specific unit of Work for which a price is provided in the Contract.

37. PCBs—Polychlorinated biphenyls.

38. Petroleum—Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60F and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils.

39. Progress Schedule—A schedule, prepared and maintained by CONTRACTOR, describing the sequence and duration of the activities comprising the CONTRACTOR’s plan to accomplish the Work within the Contract Times.

40. Project—The total construction of which the Work to be performed under the Contract Documents, may be the whole or a part.

41. PROJECT MANAGER—The OWNER’s City Engineer or the individual designated as such by the

OWNER.

42. Project Manual—The bound documentary information prepared for bidding and constructing the

Work. A listing of the contents of the Project Manual, which may be bound in one or more volumes, is contained in the table(s) of contents.

43. Public Works Director—The head of the OWNER’s Public Works Department as so designated by the OWNER.

44. Radioactive Material—Source, special nuclear, or byproduct material as defined by the Atomic

Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time.

45. Related Entity—An officer, director, partner, employee, agent, consultant, or subcontractor.

46. Resident Project Representative—An authorized representative of the ENGINEER who may be assigned to the site or any part thereof.

47. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged.

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48. Schedule of Pay Items—The list of Pay Items, their units of measurement, estimated quantities, and prices.

49. Schedule of Submittals—A schedule, prepared and maintained by CONTRACTOR, or as may be presented in the General Requirements, of required submittals and the time requirements to support scheduled performance of related construction activities.

50. Schedule of Values—A schedule, prepared and maintained by CONTRACTOR, allocating portions of the Contract Price to various portions of the Work and may be used as the basis for reviewing

CONTRACTOR’s Applications for Payment.

51. Shop Drawings—All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled by or for CONTRACTOR and submitted by CONTRACTOR to illustrate some portion of the Work.

52. Site—Lands or areas indicated in the Contract Documents as being furnished by OWNER upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by OWNER that are designated for the use of CONTRACTOR.

53. Specifications—That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto.

54. Stipulated Unit Price—Unit price established by OWNER in the bid document, as distinguished from a unit price submitted or bid by Contractor.

55. Subcontractor—An individual or entity having a direct contract with CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the Site.

56. Substantial Completion—The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of PROJECT MANAGER, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof.

57. Successful Bidder—The Bidder submitting a responsive Bid to whom OWNER makes an award.

58. Supplementary Conditions—That part of the Contract Documents which amends or supplements these General Conditions.

59. Supplier—A manufacturer, fabricator, supplier, distributor, materialperson, or vendor having a direct contract with CONTRACTOR or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by CONTRACTOR or any Subcontractor.

60. Underground Facilities—All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, stormwater, other liquids or chemicals, or traffic or other control systems.

61. Unit Price Work—Work to be paid for on the basis of unit prices.

62. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents.

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63. Written Amendment—A written statement modifying the Contract Documents, signed by OWNER and CONTRACTOR on or after the Effective Date of the Agreement, and normally dealing with the nonengineering or nontechnical rather than strictly construction-related aspects of the Contract Documents.

1.02 Terminology

A. The following words or terms are not defined but, when used in the Bidding Requirements or Contract

Documents, have the following meaning.

B. Intent of Certain Terms or Adjectives:

1. The Contract Documents include the terms “as allowed,” “as approved,” “as ordered,” “as directed,” or terms of like effect or import to authorize an exercise of professional judgment by PROJECT

MANAGER. In addition, the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of PROJECT MANAGER as to the Work. It is intended that such exercise of professional judgment, action, or determination will be solely to evaluate, in general, the Work for compliance with the requirements of and information in the Contract

Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective is not intended to, and shall not be effective to, assign to PROJECT MANAGER any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of Paragraph 9.09 or any other provision of the Contract Documents.

C. Day:

1. The word “day” means a calendar day of 24 hours measured from midnight to the next midnight.

2. When a time period is identified by days, it is computed by excluding the first day and including the last day. When the last day falls on a Saturday, Sunday, or OWNER’s holiday, that time period shall extend to the OWNER’s next business day.

D. Defective:

1. The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it:

a. does not conform to the Contract Documents; or

b. does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or

c. has been damaged prior to PROJECT MANAGER’s recommendation of final payment

(unless responsibility for the protection thereof has been assumed by OWNER at Substantial Completion in accordance with Paragraphs 14.04 or 14.05).

E. Furnish, Install, Perform, Provide:

1. The word “furnish,” when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition.

2. The word “install,” when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use.

3. The words “perform” or “provide,” when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use.

00700―6 General Conditions

4. When “furnish,” “install,” “perform,” or “provide” is not used in connection with services, materials, or equipment in a context clearly requiring an obligation of CONTRACTOR, “provide” is implied.

F. Unless stated otherwise in the Contract Documents, words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning.

ARTICLE 2―PRELIMINARY MATTERS

2.01 Delivery of Bonds and Evidence of Insurance

A. When CONTRACTOR delivers the executed counterparts of the Agreement to OWNER, CONTRACTOR shall also deliver to OWNER such bonds as CONTRACTOR may be required to furnish.

B. Evidence of Insurance: When CONTRACTOR delivers executed counterparts of the Agreement, CONTRACTOR shall deliver to each additional insured identified in the Contract Documents, certificates of insurance

(and other evidence of insurance that any additional insured may reasonably request) which CONTRACTOR is required to purchase and maintain in accordance with Article 5.

2.02 Copies of Documents

A. OWNER shall furnish to CONTRACTOR up to five printed or hard copies of the Drawings and Project

Manual. Additional copies may be furnished, upon request, at the cost of reproduction.

2.03 Commencement of Contract Times; Notice to Proceed

A. The Contract Times will commence to run on the day indicated in the Notice to Proceed. The OWNER will provide a Notice to Proceed at a reasonable time after the effective date of the Agreement. In no event will the

OWNER have any obligations or duties to the CONTRACTOR under the Agreement until the Notice to Proceed is given to the CONTRACTOR.

2.04 Starting the Work

A. CONTRACTOR shall start to perform the Work on the date when the Contract Times commence to run as set forth in the Notice to Proceed. No Work shall be done at the Site prior to the date on which the Contract Times commence to run.

2.05 Before Starting Construction

A. Preliminary Schedules: Within ten days after the Effective Date of the Agreement (unless otherwise specified in the Contract Documents), CONTRACTOR shall submit to PROJECT MANAGER for timely review:

1. a preliminary Progress Schedule as specified in the Contract Documents;

2. a preliminary Schedule of Submittals;

3. if CONTRACTOR’s proposal is in the form of a lump sum, a preliminary Schedule of Values for all of the Work, which includes quantities and prices of items that when added together equal the Contract Price and subdivides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include a balanced amount of overhead and profit applicable to each item of Work; and

4. a preliminary Schedule of all Subcontractors and Suppliers listing:

a. the name, trade, and scope of work for each Subcontractor or Supplier; and

00700―7 General Conditions

b. the names of all persons or entities proposed as manufacturers of the products identified in the specifications (including those who are to furnish materials or equipment fabricated to a special design) and, where applicable, the name of the installing Subcontractor.

B. Public Works Bond: CONTRACTOR and every Subcontractor shall file with the Construction

Contractors Board, and maintain in full force and effect, the separate public works bond required by ORS 279C.836, and OAR 839-025-0015, unless otherwise exempt under those provisions. CONTRACTOR shall also include in every subcontract a provision requiring the Subcontractor to have a public works bond filed with the Construction

Contractors Board before starting work, unless otherwise exempt.

2.06 Preconstruction Conference; Designation of Authorized Representatives

A. Before any Work at the Site is started, a conference attended by CONTRACTOR, PROJECT

MANAGER, and others, as appropriate, will be held to establish a working understanding among the parties as to the

Work and to discuss the schedules referred to in Paragraph 2.05.A, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records.

B. At this conference CONTRACTOR shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individual shall have the authority to transmit instructions, receive information, render decisions relative to the Contract, and otherwise act on behalf of the CONTRACTOR.

2.07 Initial Acceptance of Schedules

A. At least ten days before submission of the first Application for Payment, a conference attended by

CONTRACTOR, PROJECT MANAGER, and others, as appropriate, will be held to review for acceptability to

PROJECT MANAGER as provided below the schedules submitted in accordance with Paragraph 2.05.A.

CONTRACTOR shall have an additional ten days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to CONTRACTOR until acceptable schedules are submitted to

PROJECT MANAGER.

1. The Progress Schedule will be acceptable if it conforms to all of the requirements specified in the

Contract Documents and provides an orderly progression of the Work to completion within the Contract Times.

Such acceptance will not impose on OWNER responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work, nor interfere with or relieve CONTRACTOR from CONTRACTOR’s full responsibility therefor.

2. CONTRACTOR’s Schedule of Submittals will be acceptable if it conforms to all of the requirements specified in the Contract Documents and provides a workable arrangement for reviewing and processing the required submittals.

3. CONTRACTOR’s Schedule of Values will be acceptable as to form and substance if it conforms to all of the requirements specified in the Contract Documents and provides a reasonable and balanced allocation of the Contract Price to component parts of the Work.

ARTICLE 3―CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE

3.01 Intent

A. The Contract Documents are complementary; what is required by one is as binding as if required by all.

B. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be provided, whether or not specifically called for, at no additional cost to OWNER.

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C. Clarifications and interpretations of the Contract Documents shall be issued by PROJECT MANAGER as provided in Article 9.

3.02 Reference Standards

A. Standards, Specifications, Codes, Laws, and Regulation:

1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Bids (or on the

Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the

Contract Documents.

2. No provision of any such standard, specification, manual, or code, or any instruction of a Supplier shall be effective to change the duties or responsibilities of OWNER, CONTRACTOR, or PROJECT

MANAGER, or any of their subcontractors, consultants, agents, or employees from those set forth in the

Contract Documents. No such provision or instruction shall be effective to assign to OWNER, PROJECT

MANAGER, or any of their Related Entities, any duty or authority to supervise or direct the performance of the

Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract

Documents.

3.03 Reporting and Resolving Discrepancies

A. Reporting Discrepancies:

1. CONTRACTOR’s Review of Contract Documents Before Starting Work: Before undertaking each part of the Work, CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures therein and all applicable grades, elevations, dimensions, locations, and field measurements. CONTRACTOR shall promptly report, in writing, to PROJECT MANAGER any conflict, error, ambiguity, or discrepancy and shall obtain a written interpretation or clarification from PROJECT MANAGER before proceeding with any Work affected thereby.

2. CONTRACTOR’s Review of Contract Documents During Performance of Work: If, during the performance of the Work, CONTRACTOR discovers any conflict, error, ambiguity, or discrepancy within the

Contract Documents or between the Contract Documents and (a) any applicable Law or Regulation; (b) any standard, specification, manual, or code; or (c) any instruction of any Supplier, then CONTRACTOR shall promptly report it to PROJECT MANAGER, in writing. If conflict, error, ambiguity, or discrepancy could not reasonably have been discovered by CONTRACTOR under its obligations under paragraph 3.03.A.1

CONTRACTOR shall not proceed with the Work affected thereby (except in an emergency as required by

Paragraph 6.16.A) until a Change order or Engineer's Directive has been issued by one of the methods indicated in Paragraph 3.04. Any errors due to the CONTRACTOR’s failure to comply with 3.03.A shall be promptly rectified by the CONTRACTOR without any additional costs to the OWNER or extensions of Contract Times.

3. CONTRACTOR shall not be liable to OWNER for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless CONTRACTOR knew or reasonably should have known thereof.

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B. Resolving Discrepancies:

1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the

Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Contract Documents and:

a. the provisions of any standard, specification, manual, or code, or the instruction of any

Supplier (whether or not specifically incorporated by reference in the Contract Documents); or

b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation).

2. The Contract Documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict that cannot be so resolved, the provisions of the Agreement shall control over any conflicting provisions in any of the other Contract Documents.

3.04 Amending and Supplementing Contract Documents

A. The Contract Documents can only be amended to provide for additions, deletions, and revisions in the

Work or to modify the terms and conditions thereof by a written Change Order or a Written Amendment.

B. The requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work may be authorized, by one or more of the following ways:

1. Engineer’s Directive;

2. PROJECT MANAGER’s approval of a Shop Drawing or Sample, subject to the provisions of

Paragraph 6.17.D.3; or

3. PROJECT MANAGER’s written interpretation or clarification.

C. Any variations and deviations in the Work arising from any of the methods set forth in Paragraph 3.04.B will not authorize any Amendment to the Contract Price or Contract Times. The sole method to amend the Contract

Price or Contract Times is pursuant to Paragraph 3.04.A.

3.05 Reuse of Documents

A. CONTRACTOR, and any Subcontractor or Supplier, shall not:

1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of PROJECT MANAGER or OWNER’s consultants, including electronic media editions; or

2. reuse any of such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of OWNER and PROJECT MANAGER and specific written verification or adaption by PROJECT MANAGER.

B. The prohibition of Paragraph 3.05 will survive final payment or termination of the Contract. Nothing herein shall preclude CONTRACTOR from retaining copies of the Contract Documents for record purposes.

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3.06 Electronic Data

A. Unless otherwise stated in the Supplementary Conditions, the data furnished by OWNER or PROJECT

MANAGER to CONTRACTOR or CONTRACTOR to OWNER or PROJECT MANAGER that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.

B. Because data stored in electronic media format can deteriorate or be modified, inadvertently or otherwise, without authorization of the data’s creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any errors detected within the 60-day acceptance period will be corrected by the transferring party.

C. When transferring documents in electronic media format, the transferring party makes no representations as to long-term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data’s creator.

ARTICLE 4―AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS;

HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS

4.01 Availability of Lands

A. OWNER shall furnish the Site. OWNER shall notify CONTRACTOR of any encumbrances or restrictions not of general application but specifically related to use of the Site with which CONTRACTOR must comply in performing the Work. OWNER will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. If CONTRACTOR and OWNER are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, as a result of any delay in OWNER’s furnishing the Site or a part thereof, CONTRACTOR may make a Claim therefor as provided in Paragraph 10.05.

B. Not Used

C. CONTRACTOR shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment.

D. CONTRACTOR shall provide PROJECT MANAGER with written authorization, signed by the property owner, for use of additional lands obtained by CONTRACTOR, prior to commencing use of the additional lands.

4.02 Subsurface and Physical Conditions

A. Reports and Drawings: The Supplementary Conditions identify, if any:

1. those reports of explorations and tests of subsurface conditions at or contiguous to the Site that have been used in preparing the Contract Documents; and

2. those drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) that have been used in preparing the Contract

Documents.

B. Limited Reliance by CONTRACTOR on Technical Data Authorized: CONTRACTOR may rely upon the general accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such “technical data,” if any, is identified in the Supplementary Conditions. Except for such reliance on such “technical data,” CONTRACTOR may not rely upon or make any claim against OWNER or any of the Related Entities with respect to:

00700―11 General Conditions

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

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

3. any CONTRACTOR interpretation of, or conclusion drawn from, any “technical data” or any such other data, interpretations, opinions, or information.

4.03 Differing Subsurface or Physical Conditions

A. Notice: If CONTRACTOR discovers, or believes, that any subsurface or latent physical condition at or contiguous to the Site that is uncovered or revealed either:

1. is of such a nature as to establish that any “technical data” on which CONTRACTOR is entitled to rely as provided in Paragraph 4.02, if any, is materially inaccurate; or

2. differs materially from that shown or indicated in the Contract Documents; or

3. is of an unusual nature and differs materially from conditions ordinarily encountered in the area of the Project; or

4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents;

then CONTRACTOR shall, immediately or not more than 24 hours after the time CONTRACTOR discovers, or believed, and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), notify PROJECT MANAGER in writing about such condition. CONTRACTOR shall not further disturb such condition or perform any Work in connection therewith

(except as aforesaid) until receipt of written order to do so.

B. PROJECT MANAGER’s Review: After receipt of written notice as required by Paragraph 4.03.A, PROJECT MANAGER will promptly review the pertinent condition and determine the necessity of OWNER’s obtaining additional exploration or tests with respect thereto.

C. Possible Price and Times Adjustments:

1. The Contract Price or the Contract Times, or both, will be equitably adjusted to the extent that the existence of such differing subsurface or physical condition causes an increase or decrease in CONTRACTOR’s cost of, or time required for, performance of the Work; subject, however, to the following:

a. such condition must meet any one or more of the categories described in Paragraph 4.03.A;

and

b. with respect to Work that is paid for on a Unit Price Basis, any adjustment in Contract Price will be subject to the provisions of Paragraphs 9.07 and 11.03.

2. CONTRACTOR shall not be entitled to any adjustment in the Contract Price or Contract Times if:

a. CONTRACTOR knew of the existence of such conditions at the time CONTRACTOR made a final commitment to OWNER with respect to Contract Price and Contract Times by the submission of a Bid or becoming bound under a negotiated contract;

b. the existence of such condition could reasonably have been discovered or revealed as a result of any examination, investigation, exploration, test, or study of the Site and contiguous areas required by the Bidding Requirements or Contract Documents to be conducted by or for CONTRACTOR prior to

CONTRACTOR making such final commitment; or

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c. CONTRACTOR failed to give the written notice as required by Paragraph 4.03.A.

3. If PROJECT MANAGER and CONTRACTOR are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, a Claim may be made therefor as provided in Paragraph 10.05. However, OWNER and PROJECT MANAGER, and any of their

Related Entities, shall not be liable to CONTRACTOR for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) sustained by CONTRACTOR on or in connection with any other project or anticipated project.

4.04 Underground Facilities

A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site, is based on information and data furnished to OWNER or PROJECT MANAGER by the owners of such Underground Facilities, including OWNER, or by others. Unless it is otherwise expressly provided in the Contract Documents:

1. OWNER does not guarantee the accuracy or completeness of any such information or data; and

2. the cost of all of the following will be included in the Contract Price, and CONTRACTOR shall have full responsibility for:

a. reviewing and checking all such information and data;

b. locating all Underground Facilities shown or indicated in the Contract Documents;

c. coordinating the Work with the owners of such Underground Facilities, including OWNER, during construction; and

d. maintaining the safety and protecting all such Underground Facilities and repairing any damage thereto resulting from the Work.

B. Not Shown or Indicated:

1. If an Underground Facility is uncovered or revealed at or contiguous to the Site that was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, CONTRACTOR shall, within 24 hours after CONTRACTOR knew and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), identify the owner of such Underground Facility and give written notice to that owner and to PROJECT

MANAGER. PROJECT MANAGER will promptly review the Underground Facility and determine the extent, if any, to which a change is required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. During such time, CONTRACTOR shall be responsible for the safety and protection of such Underground Facility.

4.05 Reference Points

A. OWNER shall provide engineering surveys to establish reference points for construction that in

OWNER’s judgment are necessary to enable CONTRACTOR to proceed with the Work. CONTRACTOR shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations without the prior written approval of OWNER. CONTRACTOR shall report to PROJECT MANAGER whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be financially responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel.

B. CONTRACTOR shall give notice to OWNER not less than three business days in advance of when surveying services will be required in connection with laying out any portion of the Work. OWNER-supplied survey

00700―13 General Conditions services are to be provided on a one time only basis. CONTRACTOR is responsible for all costs associated with any replacement stakes.

4.06 Hazardous Environmental Condition at Site

A. Reports and Drawings: The Supplementary Conditions identify those reports and drawings relating to a

Hazardous Environmental Condition identified at the Site, if any, that have been utilized by the PROJECT

MANAGER in the preparation of the Contract Documents.

B. Limited Reliance by CONTRACTOR on Technical Data Authorized: CONTRACTOR may rely upon the general accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such “technical data,” if any, is identified in the Supplementary Conditions. Except for such reliance on such “technical data,” CONTRACTOR may not rely upon or make any claim against OWNER with respect to:

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

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

3. any CONTRACTOR interpretation of or conclusion drawn from any “technical data” or any such other data, interpretations, opinions, or information.

C. CONTRACTOR must take all precautions to discover and locate any Hazardous Environmental

Condition(s) at the Site that may present a substantial danger to persons or property exposed thereto in connection with the Work at the site. The CONTRACTOR is responsible for any damages caused by such Hazardous

Environmental Condition(s) created on the Site by CONTRACTOR, Subcontractors, Suppliers, or anyone else for whom CONTRACTOR is responsible. Within 24 hours of the time when the CONTRACTOR discovers the

Hazardous Environmental Condition(s), CONTRACTOR will follow the procedures set forth in Paragraph 4.06.D.

D. If CONTRACTOR encounters a Hazardous Environmental Condition or if CONTRACTOR or anyone for whom CONTRACTOR is responsible creates a Hazardous Environmental Condition, CONTRACTOR shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 6.16.A); and (iii) notify PROJECT

MANAGER (and promptly thereafter confirm such notice in writing).

E. CONTRACTOR shall not be required to resume Work in connection with such condition or in any affected area until after OWNER has obtained any required permits related thereto and delivered written notice to

CONTRACTOR: (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed safely. If

PROJECT MANAGER and CONTRACTOR cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times, or both, as a result of such Work stoppage or such special conditions under which Work is agreed to be resumed by CONTRACTOR, either party may make a Claim therefor

F. To the fullest extent permitted by Laws and Regulations, CONTRACTOR shall indemnify and hold harmless OWNER, and Related Entities, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by

CONTRACTOR or by anyone for whom CONTRACTOR is responsible. Nothing in Paragraph 4.06.F shall obligate

CONTRACTOR to indemnify any individual or entity from and against the consequences of that individual’s or entity’s own negligence.

G. The provisions of Paragraphs 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site.

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ARTICLE 5―BONDS AND INSURANCE

5.01 Performance, Payment, and Other Bonds

A. CONTRACTOR shall furnish performance and payment Bonds in amounts at least equal to the Contract

Price as security for the faithful performance and payment of all of CONTRACTOR’s obligations under the Contract

Documents. These Bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified in Paragraph 13.07, whichever is later, except as provided otherwise by

Laws, Regulations, or the Contract Documents. CONTRACTOR shall also furnish such other Bonds as are required by the Contract Documents.

B. All Bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by

Laws or Regulations, and shall be executed by such sureties as are named in the list of “Companies Holding

Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies,” as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All Bonds signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual’s authority to bind the surety. The evidence of authority shall show that such authority is effective on the date the agent or attorney-in-fact signed each Bond.

C. If the surety on any Bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent, or its right to do business is terminated in any state where any part of the Project is located, or it ceases to meet the requirements of Paragraph 5.01.B, CONTRACTOR shall promptly notify PROJECT MANAGER and shall, within

20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01.B and 5.02.

5.02 Licensed Sureties and Insurers

A. All Bonds and insurance required by the Contract Documents to be purchased and maintained by

CONTRACTOR shall be obtained from surety or insurance companies that are duly licensed or authorized…