No. 3 GENERAL Conditions.pdf

RFP No.23134 Attachment No. 4 Page 1

GENERAL CONDITIONS OF THE

CONTRACT

BETWEEN THE CONTRACTOR

AND

HISTORIC ST. MARY’S CITY COMMISSION

(HSMC)

RFP No.23134 Attachment No. 4 Page 2

TABLE OF CONTENTS

GENERAL CONDITIONS OF THE CONTRACT

BETWEEN THE CONTRACTOR AND

HISTORIC ST. MARY’S CITY COMMISSION

SECTION1 – DEFINITIONS AND RESPONSIBILITIES

1.01 Definitions

1.02 HSMC’s Responsibilities

1.03 Contractor’s Responsibilities

1.04 Performance Evaluations

SECTION 2 – CONTRACT, SHOP DRAWINGS AND SUBMITTALS

2.01 Contract

2,02 Submittals: Shop Drawings, Product Data Documents and Samples

SECTION 3 – SCOPE OF THE WORK

3.01 Differing Site Conditions

3.02 Site Investigation

3.03 Conditions Affecting the Work

3.04 Changes in the Work

3.05 Unauthorized Work

SECTION 4 – CONTROL OF THE WORK

4.01 Authority of the Architect

4.02 Conformity with Contract Requirements

4.03 Adjacent Work

4.04 Control by the Contractor

4.05 Cooperation with Utilities

4.06 Authority and Duties of HSMC Inspectors

4.07 Inspection of the Work and Tests

4.08 Removal of Defective Work

4.09 Maintenance of Work during Construction

4.10 Failure to Maintain Entire Project

4.11 HSMC’s Right to Do Work

SECTION 5 – MATERIALS

5.01 General

5.02 Storage and Handling of Materials

5.03 Substitutions

5.04 Approved Equals

5.05 Consistency of Products

5.06 Buy American Steel

SECTION 6 – LEGAL RELATIONS AND RESPONSIBILITIES

6.01 Legal Obligations

6.02 Certifications Required By Law

6.03 Permits and Licenses

6.04 Patented Devices, Materials and Processes

6.05 Land, Air and Water Pollution, and Erosion Control

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6.06 Insurance Requirements

6.07 Separate Contracts

6.08 Relationship of Contractor to Public Officials and Employees

6.09 Assignment of Antitrust Claims

6.10 Federal Participation

6.11 Claims and Disputes

SECTION 7 – PROSECUTION AND PROGRESS OF THE WORK

7.01 Notice to Proceed

7.02 Contract Time

7.03 Delays

7.04 Schedules

7.05 Progress Meetings

7.06 Project Signs

7.07 Public Convenience and Safety

7.08 Barricades and Warning Signs

7.09 Preservation, Protection and Restoration of Property

7.10 HSMC’s Right to Terminate for Its Convenience

7.11 Termination for Default – General

7.12 Termination for Default – Damages for Delay – Liquidated Damages

7.13 Partial Acceptance

7.14 Substantial Completion and Final Inspection

7.15 Cleaning-up

7.16 Guarantees

7.17 Notice to HSMC Of Labor Disputes

SECTION 8 – PAYMENTS

8.01 Invoicing

8.02 Force Account Work

8.03 Cash Allowances

8.04 Payments Withheld

8.05 Acceptance and Final Payment

8.06 Retention of Records – Audits By HSMC

SECTION 9 – EMPLOYEES, SUBCONTRACTORS AND WORK CONDITIONS

9.01 Employees and Workmanship

9.02 Non-discrimination in Employment Policies

9.03 Subcontracts

9.04 Relation of Contractor to Subcontractor and Suppliers

9.05 Construction Safety and Health Standards

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GENERAL CONDITIONS OF THE CONTRACT

BETWEEN THE CONTRACTOR AND HISTORIC ST. MARY’S CITY COMMISSION

SECTION 1 - DEFINITIONS AND RESPONSIBILITIES

1.01 Definitions - Definitions as used in this document, have the meaning indicated herein.

A. Approved Equal - Those supplies or services, or compatible items of construction whose quality, design or performance characteristics are functionally equal or superior to an item specified and meet all salient characteristics and other requirements of the Contract as determined by the Director of Facilities.

B. Architect - A person, partnership or corporation, registered in the State of Maryland to practice architecture and commissioned by HSMC to prepare various documents including, but not limited to the plans and specifications (“the documents”), for the designated project. Whenever the documents are prepared by an individual, corporation or partnership (“the entity”) other than a HSMC employee or an architect commissioned by HSMC, all reference to the Architect shall be construed to refer to the entity. Should no architect have been commissioned by HSMC to prepare the documents and/or provide construction phase architectural or engineering services, then Historic St. Mary’s City Commission is the agency referred to as the

Architect and the Director of Facilities will be designated as the Architect for HSMC when no Architect has been appointed.

C. As-Builts - A set of drawings annotated by the Contractor to record all changes in the work as they occur, and the specific location of all elements of the work as installed.

D. Change Order - A duly authorized written order issued by HSMC’s Purchasing Agent modifying the Contract in accordance with the Change Clause in Section 3.04 herein.

E. Claim - A complaint by the Contractor or by HSMC relating to the Contract.

F. HSMC - The Board of Trustees of Historic St. Mary’s City Commission or its authorized representative(s) as defined in Trustee established policy(s).

G. HSMC Inspector - An authorized individual representing HSMC to observe the performance of the Contractor.

H. Contract - The written Agreement executed by HSMC Procurement Authority and the

Contractor, which describes the services to be provided by the Contractor, compensation to be paid by HSMC, and the time provided for its completion. The Contract includes the written agreement executed by HSMC

Procurement Authority and the Contractor, any documents specifically incorporated in the document, including but not limited to the construction bid form, contract forms and bonds, Instructions to Bidders, any addenda, the executed Bid/Proposal Affidavit and Contract Affidavit, General Conditions, specifications, supplemental conditions and specifications, all special conditions and provisions, all technical provisions, and all drawings .

The Contract shall include, when issued by a duly authorized representative of HSMC, all approved submittals and additional documents such as the Notice to Proceed, any executed Change Orders, supplemental written agreements, and written directives.

I. The Contractor - The person or organization having direct contractual relation with HSMC for

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J. Contract Time and Completion Date - The number of calendar days (including weekends and holidays) designated in the Contract as the time allowed for the completion of the work. The contract time shall begin to run from the starting date established in the Notice to Proceed. In case a calendar date of completion is shown in the Contract in lieu of the number of calendar days, the work shall be completed on or before that date.

K. Critical Path Method (CPM) - A scheduling/management tool showing a network of work elements or activities for a construction project as commonly used in the construction industry.

L. Day - A calendar day unless otherwise designated.

M. Director of Facilities- The individual defined by HSMC to be the Director of Facilities. The

Director of Facilities is responsible for providing certain direction and communication with the Contractor as provided in the Contract. Except as otherwise stated in the Contract, all matters relating to the performance of this Contract shall be referred to the Director of Facilities for action. When required by HSMC’s Procurement

Policy, the Director of Facilities shall seek approval of the appropriate Procurement Authority. At the discretion of HSMC, his designation can be changed by written notice to the Contractor provided by the

Director of Finance, the Executive Director of HSMC or their designee.

N. Dispute - A disagreement between the parties which has not been resolved by mutual agreement.

O. Notice to Proceed - A written notice issued by the Director of Facilities to the Contractor after the execution of the Contract which establishes the date on which the work shall commence under the

Contract.

P. Payment Bond - Security in a form approved by the Purchasing Agent and executed by the

Contractor and his surety, and paid for by the Contractor, to assure payment(s) as required by law to all person(s) supplying labor or material(s) for the completion of the work under the Contract.

Q. Performance Bond - Security in a form approved by the Purchasing Agent, executed by the

Contractor and his surety, and paid for by the Contractor to protect HSMC from loss due to the Contractor’s failure to complete the Contract as agreed.

R. Plans and Specifications - The documents and any addendum, if any, provided by HSMC for the purpose of establishing a contract price with the Contractor which describe in detail the scope of services to be provided under the Contract and the materials to be utilized.

S. Procurement Authority - The entities and/or individual(s) authorized to enter into the Contract and execute Change Orders as provided by HSMC Procurement Policy.

T. Procurement Policy - That policy established by the Historic St. Mary’s City Commission

Board of Trustees regarding procurement policy as modified from time to time.

U. Procurement Review Committee (PRC) - The Committee authorized by HSMC as provided by HSMC Procurement Policy, as may be amended from time to time, and also with authority as set forth in these General Conditions.

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V. Project Manager - The individual assigned by the Director of Facilities to coordinate routine matters with the Contractor on behalf of HSMC. At the discretion of HSMC, the Project Manager may be changed by written notice to the Contractor by the Director of Facilities.

W. Purchasing Agent - The individual in HSMC responsible for issuing Change Orders to the

Contract, receiving Notices of Dispute(s), and providing administrative support to the Procurement Authority and Procurement Review Committee. At HSMC’s sole discretion, the Purchasing Agent may be changed by written notice to the Contractor by the Vice Executive Director of Business and Finance or the Executive

Director of HSMC, or designee.

X. Section - As used in this document, any reference to any section means the specific portion of these General Conditions referenced unless the sentence refers to a section of another document. If a reference to a Section does not include a specific numerical or caption heading, the reference is understood to relate to the Section of these General Conditions in which the reference is placed.

Y. Subcontractor - Individuals and entities other than Historic St. Mary’s City Commission that have a contractual relationship with the Contractor for the project.

Z. The Owner - Historic St. Mary’s City Commission , a unit of the State of Maryland.

AA. Work - The furnishing of any and all labor, materials, equipment, services, utilities and other incidentals and the manufacture or fabrication of materials or equipment necessary to the successful completion of the project and the carrying out of all the duties and obligations imposed upon the Contractor by the

BB. Written Notice - Written notice shall be deemed to have been duly served on the Contractor if delivered in person to the individual or to the member of the firm or to an office of the corporation to whom it is directed, or if delivered or sent by regular mail, certified mail, overnight mail, or by facsimile transmission to the last business address known to HSMC. Written notice shall be deemed to have been given to HSMC upon actual receipt of written notice to the authorized representative as defined herein.

1.02 HSMC's Responsibilities

A. If appropriate, HSMC may furnish the most recent survey it may have describing physical characteristics, legal boundaries, other known restrictions, and a legal description of the site. HSMC does not warrant the accuracy of the survey information.

B. HSMC will, with reasonable promptness, respond to the Contractor’s request for information and approval.

1.03 Contractor's Responsibilities

A. The Contractor shall supervise and direct the work. He shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the work under the Contract. The Contractor must aggressively and diligently pursue completion of the Contract within the contract time.

B. The Contractor shall be responsible to HSMC for the acts and omissions of his employees, RFP No.23134 Attachment No. 4 Page 7 subcontractors and their agents and employees, and other persons performing any of the work under a contract with the Contractor.

C. The Contractor shall be responsible for the performance of the work in accordance with the

Contract and may not be relieved of such responsibilities by the activities or duties of the Architect, or by inspections, tests or approvals required or performed by persons other than the Contractor.

D. The Contractor shall perform all work in accordance with the lines, grades, typical cross sections, dimensions, and other data required by the Contract or as modified by written orders, including the furnishing of all materials, services, implements, machinery, equipment, tools, supplies, transportation, labor, and all other items necessary for the satisfactory prosecution and completion of the project in full compliance with the requirements of the Contract.

E. The Contractor is required to maintain on site at all times when work is in progress a qualified individual who is authorized to represent the Contractor. This individual must be responsible for the entire project, and must be able to communicate with HSMC’s representatives.

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

G. If at any time the Contractor, during the performance of work on this Contract, finds or has reason to suspect the presence of asbestos in any areas, he shall immediately notify the Director of Facilitiesin writing setting forth his observations or suspicions and requesting instructions. At the same time the

Contractor shall withdraw all his personnel from the potentially contaminated area.

H. Cutting and Patching of Work:

(1) The Contractor shall be responsible for all cutting, fitting or patching that may be required to complete the work or to make its several parts fit together properly.

(2) The Contractor shall not damage or endanger any portion of the work or the work of the owner or any separate contractors by cutting, patching or otherwise altering any work, or by excavation. The Contractor shall not cut or otherwise alter the work of the owner or any separate contractor except with the written consent of the owner.

The Contractor shall not unreasonably withhold from the owner or any separate contractor his consent of cutting or otherwise altering the work.

1.04 Performance Evaluations

A. HSMC may perform for the benefit of itself evaluations of the performance of the Contractor and Subcontractors and Suppliers.

B. Unsatisfactory performance of this Contract (or any part of it), whether or not the Contract is terminated for default may result in a determination that the Contractor is not a responsible bidder or offeror on future projects and/or revoke pre-qualification status if previously established.

SECTION 2 - CONTRACT, SHOP DRAWINGS AND SUBMITTALS

2.01 Contract

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A. The Contract documents are complementary. That which is called for by any one shall be as binding as if called for by all. Technical or trade jargon or terms may be used in the Contract and shall be construed, unless defined herein, to have the standard meaning recognized by the industry. The intent of the documents is to include all work necessary for proper, efficient and timely completion of the project. It is not intended, however, to include any work not properly inferable.

B. Clarification: Prior to bidding, the Contractor shall obtain clarification of all questions which may have arisen as to intent of the Contract, or any actual conflict between two or more items in the Contract.

Should the Contractor have failed to obtain such clarification, then the Director of Facilities may direct that the work proceed by any method indicated, specified or required or reasonably inferable by the Contract. Such direction shall not constitute the basis for a claim for extra time or costs by the Contractor. The Contractor ac-knowledges that he had the opportunity to request clarification prior to submitting his bid to HSMC and therefore agrees that he is not entitled to claim extra costs as a result of such clarification.

C. Drawings: The Contractor shall not do any work without proper drawings and/or instructions.

Drawings are in general drawn to scale, and symbols are used to indicate materials and structural and mechanical requirements. When symbols are used those parts of the drawings are of necessity diagrammatic and it is not possible to indicate all connections, fittings, fastenings, etc. which are required to be furnished for the proper execution of the work. Diagrammatic indications of piping, duct work and conduit and similar items in the work are subject to field adjustment in order to obtain proper grading, fitting, passage over, under, or past obstructions, to avoid exposure in finished rooms and unsightly and obstructing conditions. The

Contractor shall make these adjustments provided that such adjustments do not alter the design performance of the work, at no increased cost to HSMC.

(1) Copies Furnished: Copies of the drawings and specifications may be obtained by the

Contractor by requesting copies from the reproduction company at the Contractor’s expense unless otherwise provided in the bid documents.

(2) Copies At the Site: The Contractor shall keep in the job site office a complete set of all drawings, specifications, shop drawings, schedules, etc., in good order and available to the Architect and HSMC. Additionally, one set of all contract drawings should be maintained as record (As-Built) drawings. As-Built drawings shall be marked up by the Contractor in the field on an ongoing basis to record all changes in the work as they occur, and the exact location of all exposed and concealed pipe runs, valves, plugged outlets cleanouts and other control points including electrical conduits and ducts, in such manner as will provide a complete, accurate As-Built record. The location of pipes or control points concealed underground, under concrete, in chases or above hung ceiling shall be dimensioned. As-Built drawings shall be delivered to HSMC with a copy to the Architect, in a condition satisfactory to HSMC, as a condition precedent to final acceptance of work. Release of final retainage will be subject to receipt of the as-built drawings by HSMC.

(3) Ownership: All documents remain the property of HSMC. They must not be used on other work and they shall be returned to HSMC upon completion of the work.

D. Large Scale Detail Drawings: The Architect shall furnish, when HSMC directs, additional instructions, in the form of large scale developments of the drawings used for bidding, or to amplify the specifications for the proper execution of the work. These shall be true developments of the bidding documents

RFP No.23134 Attachment No. 4 Page 9 and reasonably inferable therefrom. The work shall be executed in conformity therewith.

E. Dimensions: The Contractor shall carefully check all dimensions prior to execution of the particular work. Whenever inaccuracies or discrepancies are found, the Contractor shall immediately consult the Director of Facilities prior to any construction or demolition. Should any dimensions be missing, the

Director of Facilities will be consulted and supply them prior to execution of the work. Dimensions for items to be fitted into constructed conditions at the job will be taken at the job and will be the responsibility of the

Contractor. The obvious intent of the documents or obvious requirement dictated by conditions existing or being constructed supersedes dimensions or notes which may be in conflict therewith. Whenever a stock size manufactured item or piece of equipment is specified by its normal size, it is the responsibility of the

Contractor to determine the actual space requirements for setting or entrance to the setting space. No extra costs or time extensions will be allowed by reason of work requiring adjustments in order to accommodate the particular item of equipment.

F. Whenever new work, building, addition or portions thereof is not accurately located by plan dimensions, the Director of Facilities will supply exact position prior to execution of the work upon the request of the Contractor.

2.02 Submittals: Shop Drawings, Product Data Documents and Samples

A. Submittals: Shop drawings, product data documents, samples and any other information required by the Contract to be submitted by the Contractor for review and approval by the Architect and/or

HSMC are commonly referred herein as submittals.

B. Submission Requirements: After checking and verifying all field measurements and after complying with applicable procedures specified in the Contract, the Contractor shall submit to Architect for review and approval, with a copy to the Project Manager, in accordance with the Contractor's schedule, submittals which will bear a stamp or specific written indication that the Contractor has satisfied its responsibility under the Contract with respect to the review of such submittals . The data on the documents submitted by the Contractor shall be complete with respect to quantities, dimensions, specified performance and design criteria, materials and similar data to enable the Architect and HSMC to review the information.

These documents shall be prepared in conformity with the best practice and highest standards for the trade concerned. Due regard shall be given to speed and economy of fabrication and erection. All submittals must show the name of the project, the date submitted, and HSMC contract number.

C. Size of Shop Drawings: All shop drawings and details submitted to the Architect for approval shall be printed on sheets of the same size as the contract plans or drawings. When a standard of a fabricator is of such size to print more than one drawing on a sheet of the size of the Architect's drawings, this is acceptable.

Sheets larger than the Architect's drawings will not be accepted except when specifically permitted by HSMC.

Shop details supplied on a sheet of letter size 8-1/2" x 11" is acceptable for product schedules and small details.

D. Items for which shop drawings will be required: Shop drawings shall be required for all items which are specifically fabricated for the work or when the assembly of several items is required for a working unit. Shop drawings are required for all reinforcing and structural steel, specially made or cut masonry units, miscellaneous metal work, specially made millwork, plaster molds, or moldings, marble and slate, special rough hardware and all heating, ventilating, plumbing and electrical items requiring fabrication or detailed connections including refrigeration, elevators, dumb waiters, laboratory equipment, ducts, etc.

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E. Copies Required: The Contractor shall supply two copies of submittals for the Architect's file and two copies for HSMC (send to the Project Manager), in addition to such copies as the Contractor may desire to be returned for his own use.

F. Samples: Samples should be provided as required by the Contract. Samples must remain on the project site until final closeout unless the Contractor obtains written permission by the Project Manager for removal.

G. Examination and Approval: The Architect will examine all submittals with reasonable promptness, noting required corrections, or accepting or rejecting them. Review of Contractor proposed

“Substitutions” and “Equals” will require sufficient time for the Architect and HSMC to fully evaluate the characteristics of the proposed “substitution” or “equal” product.

H. Field Dimensions and Conditions: The Architect is not responsible for the check of dimensions or existing conditions in the field. This is the sole responsibility of the Contractor.

I. Resubmission: When the Architect notes required corrections, or rejects submittals, the

Contractor shall timely resubmit with corrective changes. Any delays to the project, in whole or in part, caused as a result of the Contractor needing to resubmit submittals in order to obtain approval of the Architect or

HSMC are the responsibility of the Contractor.

J. Contractor's Responsibility: Unless the Contractor has, in writing, explicitly notified the

Architect and the Director of Facilities to the contrary, at the time of the submission, HSMC and the Architect assume that the submittals are in conformity with the Contract and do not involve any change in the contract price or time or any change which will alter the space within the structure or alter the nature of the work from that required by the Contract, or constitute a substitution of materials or equipment. Failure of the Contractor to serve written notice as above required shall constitute a waiver by the Contractor of any claim in relation thereto.

K. Architect's Notations: Should the Contractor consider any rejection or Architect's notation on the submittals to cause an increase in the cost of the work from that required by the Contract, then the Con-tractor shall desist from further action relative to the item he questions and shall notify both the Architect and the Directorof Facilities, in writing, within three days of determination there is additional or less cost involved.

No work on this matter shall be executed until the Contractor is ordered by the Director of Facilities to proceed. Failure of the Contractor to serve written notice as required above shall constitute a waiver by the

Contractor of any claim in relation thereto. Similarly, should the Architect's notation or change involve less work than is covered by the Contract, the Contractor shall allow HSMC an equitable credit resulting from the change in the work.

L. Approval: Approval of the submittals by the Architect will not relieve the Contractor from conforming to the requirements of the Contract.

SECTION 3 - SCOPE OF THE WORK

3.01 Differing Site Conditions

A. The Contractor shall immediately, and before such conditions are further disturbed, notify the

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Director of Facilities orally, and followed within 3 days in writing, of: (1) subsurface or latent physical conditions at the site differing materially from those indicated in the Contract, or (2) unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract. The Directorof

Facilities, or designee, shall promptly investigate the conditions, and if he finds that such conditions do materially so differ and cause an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under the Contract, whether or not changed as a result of such conditions, an equitable adjustment shall be made and the Contract modified in writing accordingly.

B. No claim of the Contractor under this clause shall be allowed unless the Contractor has given the notice required in 3.01A above provided, however, the time for notice prescribed therefore may be extended by the Director of Facilities in writing.

C. No claim by the Contractor for an equitable adjustment hereunder shall be allowed if asserted after final payment under the Contract.

3.02 Site Investigation

The Contractor acknowledges that he has investigated and satisfied himself as to the conditions affecting the work, including but not limited to those bearing upon transportation, disposal, handling and storage of materials, availability of labor, water, electric power, roads and uncertainties of weather, river stages, tides or similar physical conditions at the site, the conformation and conditions of the ground, the character of materials, equipment and facilities needed preliminary to and during prosecution of the work. The Contractor further acknowledges that he has satisfied himself as to the character, quality and quantity of surface and subsurface materials, which shall include the presence of lead or other substances classified by EPA as hazard-ous materials or controlled substances and the requirements for their removal and disposal, or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by HSMC, as well as from information presented by the drawings and specifications made a part of this Contract. Any failure by the Contractor to acquaint himself with the available information will not relieve him from responsibility for estimating properly the difficulty or cost or time of successfully performing the work. HSMC assumes no responsibility for any conclusions or interpretations made by the

Contractor on the basis of the information made available by HSMC.

3.03 Conditions Affecting the Work

The Contractor shall be responsible for taking steps reasonably necessary to ascertain the nature and location of the work and the general and local conditions which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve him from responsibility for successfully performing the work without additional Contract Time or expense to HSMC. The Contractor agrees not to rely on any understanding or representation concerning conditions made by any HSMC employee or agents prior to the execution of this

Contract, unless such understanding or representation are expressly stated in the Contract.

3.04 Changes in the Work

A. Except as herein provided, no order, statement, action, inaction, or conduct of any HSMC representative or agent, shall be treated as a contract modification or entitle the Contractor to an adjustment in the contract price, time or quality.

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B. The Procurement Authority or its authorized representative may, at any time, without notice to the sureties, if any, by written order designated or indicated to be a change order, make any change in the work within the general scope of the Contract, including but not limited to changes:

(1) In the specifications (including drawings and designs);

(2) In the method or manner of performance of the work;

(3) In HSMC-furnished facilities, equipment, materials, services or site;

(4) or, directing acceleration or suspension in the performance of the work.

C. Change Directives:

(1) The Procurement Authority or its designee, as per the chart below, may direct the

Contractor to add or reduce services prior to issuance of a formal Change Order, through the issuance of a written Change Directive signed by the designees below. A

Change Directive is used when time is of the essence. A Change Directive does not modify the Contract. The Procurement Authority makes the following designations for purposes of signing Change Directives:

Amount Designated Signature Authority

$0 - $10,000 Director of Facilities AND

Project Manger

Between $10,000 & $100,000 Vice Executive Director of Business and Finance

AND

Directorof Facilities

Greater than $100,000 Not Applicable-can only be modified via

Change Order

(2) When all necessary approvals are obtained, HSMC will issue a Change Order to the

Contract associated with a duly authorized Change Directive within a reasonable time period, provided the Contractor fulfills all its obligations in providing complete information as may be required per Section 3.04. Under certain conditions, HSMC must obtain approval from the Maryland State Board of Public Works prior to issuance of a Change Order. Authorized Change Orders to this Contract will be conveyed to the Contractor by the Purchasing Agent of HSMC. Services completed under a Change Directive to this Contract may not be invoiced by the Contractor until issuance of the actual Change Order and shall not be payable before that time.

D. When changes in the work require modification of the contract price and/or time, such modification shall be accomplished using the following procedures:

(1) When unit prices are stated in the Contract or have been subsequently agreed upon, the change in contract price shall be based on the unit prices as applied to the quantity of work approved by the Project Manager.

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(2) When unit prices are not applicable, then the modification of the contract price shall be a lump sum price agreed upon by both the Director of Facilities and Contractor.

The Contractor shall promptly submit to the Director of Facilities with a copy to the

Project Manager and Architect a Change Proposal which includes a fully itemized breakdown of the quantities and prices used in computing the value of the requested change along with a detailed explanation and justification for the proposed change regardless of the nature of the change.

For all changes in the work to be performed by a Subcontractor, the Contractor shall furnish the Subcontractor's fully itemized breakdown of quantities and prices which shall bear the original signature of a representative of the Subcontractor authorized to act for the Subcontractor. If requested by HSMC or its representatives or the

Architect, proposals from Suppliers or other supporting data required to substantiate costs shall be furnished.

(a) Modification of the Contract as to price shall be proposed as follows:

(i) If the change involves only a credit, as to HSMC, the contract price will be reduced by the amount it would have cost the Contractor if the work omitted had not been eliminated; including overhead and profit, however, the Contractor will be allowed to retain a sum not in excess of three percent (3%) for handling.

(ii) If the change involves both a credit and a debit, both sums shall be shown on the change proposal and the two sums balanced to determine the adjusted total cost or credit. No allowance to the

Contractor shall be made or allowed for loss of anticipated profits on account of any changes in the work.

(iii) Unless otherwise specified, the allowable mark-up for combined overhead and profit for work performed by the Contractor with his own forces will be 15% based upon the monetary value of the work.

(iv) For work performed by a Subcontractor with his own forces, the percentages for combined overhead and profit for a Subcontractor will be 15% based upon the monetary value of the work. On work partly or solely performed by a Subcontractor, the Contractor will be allowed five percent (5%) of the total cost of the Subcontractor's labor, materials overhead and profit, including taxes and insurance on labor required by statute.

(v) For labor costs, unless otherwise specified, the Contractor will be reimbursed for his normal usual rates to include direct hourly rates and his expenditures for Worker's Compensation Insurance, Social

Security Taxes and Unemployment Compensation Taxes covering persons actually engaged in the work and the actual increased cost of bonds.

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(vi) The cost of foremen and superintendents may be added only when the Director of Facilities determines it was necessary for the

Contractor to hire additional supervisory personnel or makes the

Contractor’s employment for time additional to that required by the basic contract.

(vii) The Contractor shall be allowed the actual cost for rental of machine power tools or special equipment, including fuel and lubricants which are necessary to execute the work required on the change, but no percentages shall be added to this cost. The rental rate is to be agreed upon by HSMC and the Contractor; the rate shall relate generally to the latest as filed by the Associated Equipment

Distributors.

(viii) The allowable percentages of cost for overhead and profit are deemed to include any and all such costs, but not limited to, job supervision and field office expense required by the Contract;

expenses for timekeepers; clerks and watchmen; cost of correspondence of any kind; insurance not specifically mentioned herein; all expenses in connection with the maintenance and operation of the field office; use of small tools; and cost of small trucks generally used for transporting either workmen, materials, tools or equipment to job location; and incidental job burdens. No percentage allowances will be made for maintenance or operation of

Contractor's regularly established principal office, branch office or similar facilities.

(ix) Under no circumstances will overhead or profit be permitted as items of a claim when such overhead or profit are for periods during which a "Stop Work" order is in effect due to an act, error or omission for which the Contractor is responsible.

(x) No profit or overhead which includes rental of equipment and the salaries of supervisory personnel will be allowed the Contractor for stoppage of work when written notice of such stoppage, or impending stoppage, is not given reasonably in advance to prevent such stoppage.

(3) Request for Time Extension: If the Contractor contends that any Change Order, potential Change Order, Change Directive, proposal for a Change Order or other order issued under Section 3.04 will or may cause an increase in the time required for performance, or damages, additional overhead, or costs to the Contractor or his

Subcontractor or Supplier at any tier, the Contractor must include the specific additional time, if any, and compensation claimed to be due in the Contractor’s change order proposal.

In the event that the Contractor seeks an adjustment in contract time as a result of delays, suspensions or for any other reasons, he shall submit a written request for

RFP No.23134 Attachment No. 4 Page 15 time extension to the Director of Facilities within 15 days of the Contractor’s knowledge of the event or the resolution of the event, whichever is later. Failure to timely submit the request shall constitute a waiver of claim as to all matters related thereto. The written request for time extension shall be in addition to any notice(s) of delay as may be required in other Sections of these General Conditions.

The Contractor is entitled to no additional costs or extensions of the completion time or damages for which he has failed to file a timely notice, or the request for time extension itself, in the proper form and supported by complete and proper documentation, as required by this Section 3.04 and Sections 7.02 and 7.03 and all other applicable provisions of the Contract.

The request for time extension shall include:

(a) A justification as to the circumstances and cause of the work, delay or other event that is the basis for the request for additional time.

The Contractor shall also provide specific reference to the section of these General Conditions for which his request is based;

(b) A reasonably detailed description of the effect of the event on the adjusted as-planned/as-built critical path;

(c) A specific proposed number of days to be added/deducted to the contract time based on the information provided above;

(d) Copy of his timely notice of delay, if any; and

(e) Any other documentation required to support the request for time extension.

The burden is on the Contractor to substantiate the merits of any request for time extension. Upon receipt of a written request for time extension, the

Director of Facilities may require any supplemental information reasonably required to ascertain the facts and to make a determination. The mere existence of a change order or other event does not entitle the Contractor to an extension of time, compensation for delay, or damages or costs associated with delay. The Contractor’s entitlement thereto shall be subject to the requirements of Sections 7.02 and 7.03. A change order granting a time extension may provide (a) that the contract completion date will be extended only for specific critical activities, (b) that the remaining contract completion date(s) for all other portions of the work will not be altered, and/or (c) for an equitable adjustment of liquidated damages under the new required completion dates.

(4) If HSMC and the Contractor fail to agree upon a lump sum price or the application of unit prices to determine the cost of any proposed change, the work shall be done on the basis of a Force Account as hereinafter stated under Section 8.02, Force Account

Work. Under these conditions, HSMC shall have the right to issue a Change

Directive for the work to be performed and the Contractor shall promptly proceed as

RFP No.23134 Attachment No. 4 Page 16 directed under the provisions of Section 8.02.

(5) (a) If the Contractor and the Director of Facilities cannot agree as to the scope or price for any proposed change, then the Contractor shall request a Final

Decision by the Directorof Facilities. Any disagreement with this Final

Decision may be appealed by the Contractor under the Disputes Clause.

(b) If the Contractor and the Director of Facilities cannot agree as to the extent the Contract time shall be modified, then the Contractor shall request a Final

Decision by the Directorof Facilities. Any disagreement with this Final

Decision may be appealed by the Contractor under the Disputes Clause of this Contract.

E. (1) If the Contractor believes that a written or oral order, direction, instruction, interpretation or determination issued by a HSMC representative or agent, or some other material change in the terms or conditions stipulated under the Contract

(defined here to be a Potential Change Order), causes an increase in the Contractor’s cost of, or time required for, the performance of any part of the work under this

Contract, the Contractor must take the following action:

(a) The Contractor must, while continuing the Work, provide written notice to the Directorof Facilities, and simultaneously send a copy to the Purchasing Agent, that such written or oral order, direction, instruction, interpretation or determination or other material change in the terms or conditions stipulated under the Contract is regarded by the Contractor as a Potential Change Order, within 14 days of the written or oral order, and

(b) the Contractor must then follow the procedure for modification of the contract time and or price as is described in Section 3.04D.

(2) Should HSMC agree to modify the Contract it will issue a Change Order. If in the judgment of the Directorof Facilities, the Potential Change Order does not increase or decrease the Contractor’s cost of, or time required for, performance of any part of the work or is not in fact a material change in the terms and conditions stipulated under the Contract he may direct the Contractor to proceed with the work, in writing, with no adjustment in compensation or contract time. If the Contractor and the

Director of Facilities cannot resolve to mutual satisfaction whether a Potential

Change Order shall result in an adjustment in the Contractor’s cost or time for performance, then the Contractor can only seek recourse under the Disputes Section of this Contract. Failure by the Contractor to provide written notice within the stated time period explicitly stating that the Contractor has encountered a Potential Change

Order will result in the Contractor forfeiting any rights to seek compensation or additional time arising from the Potential Change Order .

(3) Upon receipt of a written order of the Director of Facilities under this Section 3.04E, the Contractor shall comply with the order promptly, within the requirements of the completion schedule, whether or not the Contractor agrees with the terms of the order. Failure to comply with the order in a timely manner shall constitute a breach

RFP No.23134 Attachment No. 4 Page 17 of contract and grounds for termination for default or any other remedy available to

HSMC.

F. The Architect, with the concurrence of the Project Manager, shall have authority to make minor changes in the work not involving extra cost or additional time, and not inconsistent with the purposes of the project. Otherwise, except in any emergency endangering life or property, no extra work or changes to the work shall be done unless authorized by HSMC in accordance with the Changes Clause of this Contract prior to any such work or changes to the work being done.

3.05 Unauthorized Work

The Contractor shall not be paid or granted additional performance time for any work not authorized in writing by HSMC.

SECTION 4 - CONTROL OF THE WORK

4.01 Authority of the Architect

A. Under the direction of HSMC, the Architect shall be the initial interpreter of the Plans and

Specifications. He will furnish with reasonable promptness such clarifications as he may deem necessary for the proper execution of the work. Such clarifications are to be consistent with the intent of the Contract.

When in special instances he is authorized in writing by the Director of Facilities to act, the Architect has authority to stop work whenever such stoppage may be necessary to insure the proper execution of the

B. Except as otherwise provided in the Contract, all the Architect’s decisions are subject to approval by HSMC.

C. In the event that the Contractor and Architect can not reach mutual agreement on a decision by the Architect involving submittals, clarifications, etc., then the Contractor shall appeal the Architect’s decision to the Director of Facilities for determination.

4.02 Conformity with Contract Requirements

A. All work performed and all materials furnished shall be in conformity with the Contract.

B. In the event the Architect or HSMC finds the materials or the finished product in which the materials are used are not in complete conformity with the contract requirements, then the Director of Facilities shall make a determination whether the work shall be accepted. If accepted, a Change Order will be issued to provide for an appropriate decrease in the contract price, if any.

C. In the event the Architect or HSMC finds the materials or the finished product in which the materials are used or the work performed are not in complete conformity with the Contract requirements, and the Director of Facilities determines that the work is not acceptable, the work or materials shall be removed and replaced or otherwise corrected by and at the expense of the Contractor.

4.03 Adjacent Work

A. HSMC shall have the right, at any time, to contract for and/or perform other work on, near, RFP No.23134 Attachment No. 4 Page 18 over or under the work covered by this Contract. In addition, other work may be performed under the jurisdiction of another State agency. The Contractor shall cooperate fully with such other Contractors and carefully fit his own work and schedule to such other work as may be directed by HSMC.

B,. The Contractor agrees that in event of dispute as to cooperation or coordination with adjacent

Contractors HSMC will attempt to mediate any such dispute. All decisions made by HSMC will be binding on all Contractors, their Subcontractors and Suppliers. The Contractor agrees to make no claims against HSMC for any inconvenience, delay or loss experienced because of the presence and operations of other Contractors.

4.04 Control by the Contractor

A. The Contractor shall constantly maintain efficient supervision of the work. The Contractor shall furnish labor and services (1) which expeditiously, economically and properly complete its particular scope of the work in the manner most consistent with HSMC’s interests and objectives, (2) in accordance with the Contract, and (3) in accordance with the highest standards currently practiced by persons and entities performing comparable labor and services on projects of similar size and complexity.

B. The Contractor shall carefully study and compare all drawings, specifications and other instructions and check them against conditions existing or being constructed on the project. He shall at once report, in writing, to the Director of Facilities with a copy to the Project Manager and Architect any error, inconsistency or omission which he may discover.

4.05 Cooperation with Utilities

A. The Contractor warrants he has considered in his bid all of the permanent and temporary utility appurtenances in their present or relocated positions and that no additional compensation or time will be allowed for normal delays, inconvenience, or damage sustained by him due to any interference from the said utility appurtenances, the operation of moving them, or the making of new connections thereto.

B. The Contractor shall have responsibility for providing timely written notice in advance to

HSMC Project Manager and all affected utility companies prior to performing any work on or near utilities and shall cooperate with them in achieving the desired results. In no case shall this notice be provided less than seven days prior to starting this work. All damage or interruption to utility facilities caused by the Contractor's operations shall be the responsibility of the Contractor. In such cases, the Contractor shall promptly notify the

Director of Facilities and shall immediately take necessary action at its own cost to repair, replace or reimburse for the damaged utility to the complete satisfaction of the utility company.

C. At points where the Contractor's operations are on HSMC property or adjacent to properties which have on them railway, telegraph, telephone, cable, fiber optics, water, sewer, power, or other utilities or are adjacent to other property, damage to which might result in expense, loss or inconvenience, work shall not be commenced until all arrangements necessary for the protection thereof have been made by the Contractor.

D. The Contractor shall cooperate with the owners of any underground or overhead utility lines in their removal and rearrangement operations in order that the project progresses in a reasonable manner, that duplication or rearrangement work may be reduced to a minimum and that utility services rendered by those parties will not be unnecessarily interrupted.

E. In the event of interruption to utility services…