Part_IV-Prince_George_s_County_General_Terms_and_Conditions.pdf

Part IV – Prince George’s County General Terms and Conditions of the Contract between County and Contractor

ARTICLE 1: DEFINITIONS AND RESPONSIBILITIES

1.1 DEFINITIONS

These definitions shall apply to the entire Contract unless specifically noted.

A. Addendum

Means a revision to the original forms, conditions, Specifications and Drawings, made prior to execution of the Contract. Addenda are part of the Procurement Request.

B. Any

Means "any and all" whenever more than one item would be applicable or required to complete the Work of the Project in accordance with the Contract Documents.

C. As Indicated, As Shown, As Specified

Means as indicated, shown, or specified in the Contract Documents.

D. Bidder

Means any person or business that submits a bid in response to an Invitation For Bid.

E. Change Order

A Change Order is a written order to the Contractor signed by the County and the Contractor, issued after execution of the Contract, authorizing a change in the Work or an adjustment to the Contract Price or the Contract Time. A Change Order signed by the Contractor indicates the Contractor's agreement therewith, including the adjustment in the Contract Price or the Contract Time. A Unilateral Change Order is a written order to the Contractor signed by the County, issued after execution of the Contract, authorizing a change in the Work or an adjustment to the Contract Price or the Contract Time. All Change Orders and Unilateral Change Orders shall be issued and executed using the County’s form as incorporated in the Procurement Request.

F. Contract

The written agreement executed between the County and the Contractor, covering the performance of the Work and by which the County is obligated to compensate the Contractor at the Contract Price.

G. Contract Administrator

The person, not involved in the sourcing or administration of the Contract, to whom the Purchasing Agent delegates authority to render decisions on contract claims or disputes.

H. Contract Documents

The Contract, the Procurement Request, the Procurement Response, contract forms and bonds, these General Conditions, and special conditions pertaining to Work on the Project, Drawings, Specifications, shop drawings, Addenda, the Contractor’s Proposal attached to and made a part of the Contract, supplemental specifications, all special provisions, all technical provisions, all plans, all written instructions given by the County or Architect, and Notices to Proceed, any Change Orders and Supplemental Agreements, and any amendments or modifications of any of these from time to time that are required to complete the construction of the Work in an acceptable manner, including authorized extensions thereof, and any other matter agreed to as being part of the Contract is a component of the Contract.

I. The Contractor

The person or organization having a direct contractual relationship with the County for the execution of the Work. If the Contractor hereunder is comprised of more than one legal entity, each such entity shall be jointly and severally liable. The Contractor shall indicate its Federal tax identification or social security number following its name on the first page of the Contract.

J. Contract Price

The total amount payable by the County to the Contractor for the performance of the Work specified by the Contract Documents. The Contract Price may not be changed except as specified in the Contract Documents.

K. Contract Time

The number of calendar days shown in the Specifications indicating the time allowed for the completion of the Work.

L. County

Refers to Prince George's County, Maryland, a body corporate and politic. In particular, the County refers to the County as specified in the Contract, or the authorized representative that issues the Procurement Request.

M. County Code

The Prince George's County Code.

N. Day

Means calendar day unless otherwise designated.

O. Drawings

The drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, diagrams, and shop drawings.

P. Engineer

The Director of the Department of the Environment of Prince George’s County, Maryland, acting directly or through an authorized representative.

Q. Engineering Consultant

Means the firm commissioned by the County to provide the necessary engineering services, construction management or inspection for the Project.

R. Equal, Or Equal, or Approved Equal

Means the judgement of equality or acceptability rests with the County.

S. Final Completion

The date determined by the Project Manager in consultation with the Engineer when all Work is complete, accessible, operable and usable by the County and all parts, systems and site work are complete and cleaned for the County's full use and all Drawings, certificates, bonds, guarantees, releases, and waivers of liens and documents required by the Contract Documents have been provided to the County by the Contractor.

T. Notice To Proceed

A written notice to the Contractor from the County directing the date on or before which the Contractor shall begin with the prosecution of the Work.

U. Pay Limit

The Pay Limit means the area or limit of each item of work in the Contract for which the Contractor can expect payment identified by neat lines and dimensions shown on the plans and detail drawings, described in plan notes, the Specifications or Special Provisions or as directed in writing by the Engineer.

V. Payment Bond

The security in the form approved by the County and executed by the Contractor and the surety, and paid for by the Contractor, as a guarantee that the Contractor will pay in full all the Contractor's subcontractors and suppliers for materials and labor used in the construction of the Work, as provided by law.

W. Performance Bond

The security in the form approved by the County and executed by the Contractor and the surety, and paid for by the Contractor, as a guarantee that the Contractor will completely perform the Work.

X. Contract Manager

Any person authorized by the Director of the Office of Central Services, as Purchasing Agent, in accordance with procedures prescribed by regulations, to enter into and administer contracts and make determinations and findings with respect thereto. The term shall also include individuals subordinate to the Purchasing Agent acting within the limits of their delegated procurement authority. This authority shall be designated in writing by the County’s Director of the Office of Central Services, in his/her capacity as Purchasing Agent, for such period of time as shall be stated in the written designation.

Y. Procurement Security (Bid Bond)

The security in the form approved by the County and executed by the Procurement Responder and the surety and paid for by the Procurement Responder, as a guarantee that the successful Procurement Responder will execute the Contract as set forth in these General Terms and Conditions.

Z. Procurement Request

Refers to the Invitation for Bid, or Request for Proposal or other procurement solicitation issued in connection with the Work.

AA. Procurement Responder

Refers to the person or entity submitting a Procurement Response. The Successful Procurement Responder refers to the Procurement Responder to whom the Contract is awarded.

AB. Procurement Response

Refers to the response submitted to a Procurement Request.

AC. Project

The project is the total construction of which the Work may be the whole or a part and which may include construction by the Contractor or by separate Contractors.

AD. Project Manager

The person designated by the County as the County’s authorized representative, or his designee, for the day-to-day oversight, management and coordination of the Contractor’s work and compliance with contractual requirements.

AE. Purchasing Agent

Refers to the Director of the Office of Central Services.

AF. Related Sections

A phrase in the Specifications to direct the reader to find provisions on other Work which is directly related to the subject section.

AG. Repair

Where used in the Contract Documents shall be taken to mean to restore after damage, injury, deterioration, or wear; to mend, to renovate by such means as appropriate and to supply such materials and labor as necessary to render the item to be repaired sound, solid, true, plumb, square, even, smooth and fully serviceable.

Upon completion of such repair, the items, must be, unless otherwise stated, rendered to such conditions as to present a first class finished work, or in instances where the repaired item serves as a base for additional finish, the repaired work must be such as to permit a first class finish, to be applied without extra cost to the County. When the word repair is used in connection with machinery or mechanical equipment it shall mean, in addition to the above, rendering the equipment completely serviceable and efficient ready for normal use for which it was intended originally.

AH. Replace, Restore, Renew, Make Good, Reconstruct and Similar Expressions Means to provide using new materials, as applicable to the type of Work involved.

AI. Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction methods, standards and workmanship for the Work, and performances of related services.

AJ. State

Refers to the State of Maryland.

AK. Subcontractor

Any individual, partnership, firm, corporation, or other business entity that has a contractual relationship with the Contractor or any other subcontractor to furnish labor, equipment, or materials for the performance of the Work. Each subcontractor shall be required by the party with whom it contracts to agree to comply with these General Terms and Conditions and any other applicable Contract Documents.

AL. Substantial Completion

The date determined by the Project Manager in Consultation with the Engineer when the Work has progressed to the point that it is sufficiently complete in accordance with the Contract Documents so that the County may fully occupy and use the Work or designated portion thereof for the use for which it is intended, with all of the Project's parts and systems operable as required by the Contract Documents.

AM. Supplemental Agreement

A written agreement covering added or changed Work which is beyond the scope of the Contract and Change Order. A supplemental agreement becomes a part of the Contract when approved and properly executed by all parties to the Contract.

AN. Surety(ies)

The corporate body(ies) bound with and for the Contractor, for the full and complete performance of the Contract and for the payment of all debts pertaining to the Work.

AO. Work

Work shall be understood to mean the furnishing of all labor, supervision, materials, equipment, services, utilities, and other incidentals necessary to the successful completion of the Project and the carrying out of all the duties and obligations imposed by the Contract Documents.

AP. Written Notice

Shall be deemed to have been duly served 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 intended, or if delivered to or sent by certified or registered mail, to the last business address known to the person who gives notice.

1.2 COUNTY'S RESPONSIBILITIES

A. The County shall furnish, upon request, any available record drawings, utility plans, and other data pertinent to existing conditions to the extent that such material is available. The County, however, can offer no assurances that such drawings, property description, or other data are accurate, current or complete and the Contractor remains responsible for determining, including but not limited to, whether the assurances that such drawings, property description or other data are accurate, current and complete.

B. Information under the County's control shall be furnished by the County with reasonable promptness to avoid delay in the orderly progress of the Work.

C. The foregoing is in addition to other duties and responsibilities of the County enumerated in the Contract.

1.3 CONTRACTOR'S RESPONSIBILITIES

Notwithstanding anything in this Contract to the contrary, the following items are in addition to the Contractor's obligations set forth elsewhere in the Contract.

A. The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for all construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work under the Contract.

B. The Contractor shall be responsible to the County for all acts and omissions of the Contractor's employees, agents or subcontractors and their agents and employees, and other persons performing any of the Work under a contract with the Contractor.

C. The Contractor shall not be relieved from Contractor's obligation to perform the

Work in accordance with the Contract Documents, either by the Contract, or by inspections, tests, or approvals required or performed by any person in connection with the Work.

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

E. 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 alter, damage, or endanger any portion of the Work of the County or any separate Contractors by cutting, patching, or otherwise altering any Work or excavation. The Contractor shall not cut or otherwise alter the Work of the County and/or such separate Contractor.

3. The Contractor shall not unreasonably withhold from the County or any separate Contractor consent to cutting or otherwise altering the Work.

4. The Contractor shall perform the Work in accordance with the lines, grades, typical cross sections, dimensions, and other data required by the Contract Documents as modified from time to time, including the furnishing of all materials, services, implements, machinery, equipment, tools, supplies, transportation, labor, supervision, and all other items necessary for the satisfactory prosecution and completion of the Project in full compliance with the requirements of the Contract Documents.

F. Indemnification

1. To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless the County and the Engineering firm and their agents and employees from and against all claims, damages, losses, and expenses, including but not limited to attorney's fees, and cost of suit, arising out of or resulting from the performance of the Work, incurred in connection with bodily injury, sickness, disease, death, personal injury or injury to or destruction of real or tangible personal property, including the loss of use resulting therefrom, which is caused in whole or in part by any negligent or willful act or omission of the Contractor, the Contractor's agents, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this paragraph.

2. In any and all claims against any person or entity or any of their agents or employees indemnified under this Paragraph F by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or any subcontractor under worker's compensation acts, disability benefit acts, or other employee benefit acts.

3. The obligations of the Contractor under this paragraph shall not extend to the liability of the Engineering firm, his agents, or employees, arising out of:

a. The preparation or approval of maps, Drawings, opinions, reports, surveys, Change Orders, designs, or Specifications; or,

b. The giving of or the failure to give directions or instructions by the Engineering firm, his agents, or employees provided that such giving or failure to give is the primary cause of the injury or damage.

ARTICLE 2: AWARD AND EXECUTION OF CONTRACT

2.1 AWARD

The County reserves the right to cancel the award of any contract before the execution of the contract by all parties without any liability on its part.

A. The Successful Bidder will be given written notice of intent to award the Contract stating that the Procurement Response has been accepted and that as the successful Procurement Responder, award of the Contract is contemplated.

B. When the Successful Procurement Responder consists of more than one person or entity, each person or entity participating in the Procurement Response will be held jointly and severally responsible as a Successful Procurement Responder for the duties of the Contractor.

2.2 EXECUTION OF CONTRACT

The County, with the Notice of Intent to Award, shall forward the Contract Agreement and Corporate Acknowledgement, and other applicable Contract forms including the Performance and Payment Bonds, to the Contractor for execution. The Contractor shall execute the Contract form and other applicable forms and return them along with required certificate(s) of insurance to the County within ten (10) business days after receipt of same.

After receipt of the properly executed Contract forms, and other applicable forms, the County will execute the contract within ninety (90) calendar days and forward the Contractor a copy.

In the event that the County fails to execute the Contract within the ninety (90) calendar day period, the Contractor will have, as its only remedy, the option to declare the Contract terminated without any liability by the County or to accept an extended period for execution by the County.

The Contract shall not be in effect until and unless it is executed by all parties.

2.3 FAILURE TO EXECUTE CONTRACT

Failure of the Contractor to execute the Contract and file acceptable bonds within the time provided in Section 2.02 shall be just cause for the payment of damages guaranteed by the Procurement Security at an amount equal to the increased Contract Price paid by the County as a result of the failure of the Contractor to execute the Contract, or the Condition Amendment, or the amount set forth in the Procurement Request as liquidated damages, whichever is higher.

In the event that the damages sustained by the County exceed the amount of the Procurement Security, the County reserves the right to proceed against the Contractor for the balance of its damages.

2.4 PERFORMANCE AND PAYMENT BONDS

Required when initial Contract Price exceeds One Hundred Thousand Dollars ($100,000.00).

A. The County shall provide to the Contractor for execution copies of the Performance and Payment Bonds. The bonds must be executed and returned to the County as provided in the Contract. The premium for the Bonds shall be paid by the Contractor.

B. Each of the Bonds shall be in the full amount of the Contract Price and the bonding companies must be acceptable to the County.

C. The Contractor shall, unless otherwise directed by the County, increase the amount of the Bonds from time to time to reflect increases in the Contract Price. For such additions, the Contractor will be reimbursed by the County in the amount of the actual increased bond cost.

D. The Contractor shall deliver fully executed one hundred percent (100%) Performance and Payment Bonds to the County within ten (10) business days after the Contract form is sent to the Contractor. The Contractor shall increase the amount of the Bonds as contemplated in Section 2.04.C and deliver evidence thereof to the County within ten (10) business days after any increase in the Contract Price.

E. Performance and Payment Bonds shall remain valid and in effect throughout the length of the contract (from execution by signature and until the end of the one (1) year warranty period on the Project, or as otherwise required by law). It shall be the Contractor’s responsibility to ensure that the bonds remain in effect; and to pay all premiums, therefore.

2.5 CERTIFICATIONS REQUIRED BY LAW

A. Cost and Price Certification

1. The Contractor, by submitting cost or price information certifies that, to the best of the Contractor's knowledge, the information submitted is accurate, complete, and current as to a mutually determined specified date prior to the conclusion of any price discussions or negotiations therefor which may be applicable in certain solicitations.

2. The Contract Price and any Change Order modification hereunder, including profit or fee, shall be adjusted to exclude any significant price increases occurring because the Contractor furnished cost or price information which, as of the date agreed upon between the parties, was inaccurate, incomplete, or not current.

3. If the parties are negotiating for a Change Order which is expected to exceed One Hundred Thousand Dollars ($100,000.00), the Contractor shall truthfully execute a cost and price information certificate. Said certificate will provide, in relevant part, that the Contractor's price and cost information is accurate, complete, and current as of a mutually determined date prior to the Change Order.

B. Contingency Fee Prohibition

The Contractor hereby represents that they have not retained anyone to solicit or secure this Contract from the County upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for bona fide employees of bona fide established commercial selling agencies maintained by the person so representing for the purpose of securing business, or any attorney rendering professional legal service consistent with applicable canons of ethics.

C. Corporation Registration and Tax Payment Certification

At the time the parties execute the Contract, if not sooner, the Contractor, if it is a corporation, shall truthfully execute a certificate on a form provided by the County which provides that it is a properly registered corporation in good standing and that it has paid and will pay all appropriate County taxes prior to receipt of final payment.

2.6 CONTRACT DOCUMENTS

A. The Contract Documents are complementary. That which is called for by any one of the Contract Documents shall be as binding as if called for by all.

1. The intent of the documents is to include all Work necessary for proper completion of the Project ready for continual efficient operation. It is not intended, however, to include any Work not properly inferable.

2. Clarification

The Contractor shall obtain clarification of all questions which may have arisen as to intent of the Contract Documents or any actual conflict between two or more items in the Contract Documents. Should the Contractor have failed to obtain such clarification, then the County may direct that the Work proceed by any method indicated, specified, or required by the Contract Documents in the interest of maintaining the best construction practice. Such direction by the County shall not constitute the basis for a claim for extra costs by the Contractor. In addition, the Contractor acknowledges that the Contractor had the opportunity to request clarification regarding the

Procurement Request prior to submitting the Contractor's Procurement Response to the County and therefore agrees that the Contractor's not entitled to claim extra costs as a result of such clarification.

3. Jargon

Work described in words that have a well-known technical or trade meaning shall be held to refer to such recognized standard use.

4. Identification

The Contract Documents shall be signed in duplicate by the County and the Contractor. In the event that the Contractor fails to sign any of them, the County shall identify those items.

5. Singular or plural references shall mean one or more like terms of Work as necessary to complete the Work, unless specifically directed otherwise.

6. Typographical and spelling errors in the Specifications will be interpreted by the Project Manager for their meaning and intent.

7. The following order of precedence shall be used when there is a conflict in the Contract Documents:

a. Agreement between County and Contractor

b. General Conditions

c. Special Conditions (when applicable)

d. Applicable Standard Specifications as described in the Contract

e. Detail Drawings

B. Plans and Drawings

On all plans the figured dimensions shall govern in case of discrepancy between the scales and figures. The Contractor shall not take advantage of any error or omission in the plans or of any discrepancy between the plans and specifications, and the Engineer shall make such corrections and interpretations as may be deemed necessary for the fulfillment of the intent of the specifications and of the plans. In all cases of doubt as to the true meaning of the drawings and/or specifications, the decision of the Engineer will be final and conclusive. If the Contractor in the course of the work, discovers any discrepancies between the drawings and the conditions of the ground, or any errors or omissions in the drawings, or in the layout given by stakes, points, or instructions, it shall be the Contractor’s duty to inform the Engineer immediately in writing and the Engineer shall promptly verify the same. Any work done after such discovery, until authorized, will be done at the Contractor’s risk.

1. Copies Furnished

The County will furnish the Contractor, without cost, three (3) sets of reproducible Plans and one (1) set of Specifications.

2. Copies at the Site

The Contractor shall keep in the job site office a complete set of Plans, Specifications, shop drawings, schedules, etc., in good order and available to the County.

3. Ownership

All Contract Documents remain the property of the County. The Contractor shall not use any of them on other work.

C. Drawings

Drawings show the intent, extent, and class of work included under the Contract.

Any deviation from the drawings must be approved by the Engineer in writing. The Contractor is required to furnish working drawings such as shop, erection, and bending diagrams for re-enforcing steel and where necessary, the Contractor shall furnish plans for cribs, falsework and formwork, the costs of which shall be included in the costs of the work to be done and shall not be paid for separately. Any drawings submitted by the Contractor shall be in triplicate and shall be approved by the Engineer prior to starting the respective Work. Approval of contractors working drawings or details shall be expressly understood to relate only to the requirements for strength and detail and such approval will not relieve the Contractor of responsibility for errors in dimensions.

D. As-Built Plans

The Contractor shall keep one (1) record copy of all Contract Documents, referenced documents, and all Technical Submittals at the site in good order and annotated to show all changes made during the construction process. Such annotations shall be kept current. These shall be available to the Engineer at all times during the life of the Project.

The Contractor shall submit As-Built Plans, certified correct by a Professional Engineer registered in the State of Maryland, to the Prince George’s County Department of the Environment prior to final inspection. Certified As-Built Plans must be submitted on reproducible Mylar, even if all work complies with the Contract Drawings. Where actual construction installations vary from what is shown on the Contract Drawings, these changes must be marked on the As-Built Plans. The cost of preparing the As-Built Plans shall be considered incidental to the Contract.

2.7 SHOP DRAWINGS/WORKING DRAWINGS

A. Unless otherwise outlined herein, Shop Drawings/Working Drawings shall be prepared in accordance with TC Section 4 “Control of Work” of the Maryland State Highway Administration Standard Specifications for Construction and Materials dated July 2008.

B. As a first order of work, the Contractor shall prepare and submit to the Project

Manager a schedule for the submission of working drawings. The schedule shall include each type of working drawings (e.g., form plans, reinforcing bars, etc.), approximate number of drawings to be reviewed, estimated date of first submission, and estimated rate of submission of drawings (example: five (5) weeks). Where possible, the most crucial drawings shall be submitted with enough lead time for review so as to minimize delays during construction.

C. All shop drawings must show the name of the Project and the County Contract number.

D. Items for Which Shop Drawings Will Be Required

Shop drawings will 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 items designated in the Contract Specifications for all reinforcing and structural steel and miscellaneous metal work as a minimum. Refer to submittal section(s) of the Specifications.

E. Copies Required

The Contractor, fabricator or supplier will furnish three (3) prints each of all shop plans and working drawings, etc., for primary review.

Once the primary review is complete, the Contractor, fabricator or supplier shall furnish five (5) additional prints for stamping and forwarding to the Office of Engineering and Project Management, for distribution.

Manufacturer’s catalog, product and equipment data shall be certified and shall include materials type, performance characteristics and similar data. Indicate catalog, model and serial numbers representing specified equipment. Provide complete component information to verify all specified required items. Submit working drawings as required for changes and substitutions, Contractor designed items and Contractor designed methods of construction. Drawings shall be accompanied by calculations or other information to completely explain the structure, or system described and its intended use. Review of such drawings by the Engineer shall not relieve the Contractor from his responsibility with regard to the fulfillment of the terms of the Contract. All risks of error are assumed by the Contractor and the Engineer shall have no responsibility, therefore. Working drawings and calculations as submitted shall be sealed, dated, and signed by a Professional Engineer registered in the State of Maryland.

All submittals for review shall have the following identification data, as applicable, contained thereon or permanently adhered thereto.

1. Prince George’s County Contract Number;

2. Project Name and Location;

3. Submittal Numbers Sequentially Numbered. Resubmittals shall bear original submittal number and be lettered sequentially;

4. Product Identification;

5. Title of Drawing, Number of Drawings, Revision Number and Date of Drawing and Revision;

6. Applicable Contact Drawing Numbers and Specification Section and Paragraph numbers;

7. Subcontractor’s Vendors’ and/or Manufacturer’s Name, Address and Phone Number; and

8. Contractor’s Certification Statement.

No portion of the work requiring a Contractor’s drawing shall be started nor shall any materials be fabricated, delivered to the site, or installed prior to the reviewing and approval of such item. Fabrication performed, materials purchased, or on-site construction accomplished prior to the drawing review and approval by the Engineer shall be at the Contractor’s risk. The County will not be liable for any expense or delay due to corrections or remedies required to the drawings or related submittals to accomplish conformity.

Contractor’s drawings will be returned, stamped with one of the following classifications:

Reviewed and Accepted No corrections, no marks.

Reviewed and Accepted Noted A few minor corrections required. All items may be fabricated as marked without further resubmission.

Resubmit a corrected copy to the Engineer.

Reviewed and Returned for Revisions Requires corrections or is otherwise not in accordance with Contract Documents.

No items shall be fabricated. Correct and resubmit drawings as per original submission. Allow thirty (30) calendar days for checking and appropriate action by the Engineer.

Disapproved Item is not in accordance with the

Contract documents and is rejected for use. No items shall be fabricated. Resubmit in accordance with the Contract Documents.

2.8 ENTIRE AGREEMENT

A. The Contract constitutes the entire agreement between the parties hereto and other communications between the parties prior to the execution of the Contract, whether written or oral, with reference to the subject matter of the Contract, are superseded by the agreements contained herein. The Contract may not be modified, amended, changed or altered except by written instrument executed by the parties hereto and approved by the Purchasing Agent, except for Unilateral Change Orders.

B. Except as otherwise provided by law, any action permitted or required under the Contract Documents to be taken by the Purchasing Agent, may be taken by the duly authorized representative.

ARTICLE 2B: OTHER FORMS

2B.1 ADDITIONAL FORMS

The following forms must be completed as part of the close out procedures for the Contract prior to the release of the final retainage:

Contractor’s Affidavit of Payment of Debts and Claims

Contractor’s Affidavit of Release of Liens

General Contractor’s Release and Waiver of Liens

Notarized Listing of Subcontractors/Suppliers

Subcontractor’s and/or Supplier’s Release and Waiver of Liens

Indemnification

Please Note: These forms can be found in Part IV – Forms, Close Out Documents

ARTICLE 3: SCOPE OF THE WORK

3.1 INTENT OF THE CONTRACT DOCUMENTS

It is the intent of the Contract Documents to show all the Work necessary to complete the Project.

3.2 DIFFERING SITE CONDITIONS

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

Project Manager in writing of:

1. Subsurface or latent physical conditions at the site differing materially from those indicated in this 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 Project Manager shall promptly investigate the conditions. If the Project Manager finds that such conditions do materially so differ and cause an increase or decrease in the Contract Price or the Contract Time, and if the Contractor has provided timely notice under Paragraph A, then an equitable adjustment shall be made and the Contract modified in writing accordingly.

B. If the County and the Contractor are unable to agree as to the extent, if any, of an adjustment in the Contract Price or the Contract Time that should be allowed as a result of differing site conditions, a claim may be made therefor as provided in Section 6.12.

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

3.3 SITE INVESTIGATION

This provision is in addition to any other provision in the Contract relating to site investigation.

The Contractor acknowledges that the Contractor has investigated and become satisfied as to the conditions affecting the Work, including but not restricted 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 equipment, and facilities needed preliminary to and during prosecution of the Work. The Contractor further acknowledges that the Contractor has become satisfied as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by the County, as well as from information presented by the Drawings and Specifications made a part of the Contract. Any failure by the Contractor to become acquainted with the available information may not relieve the Contractor from responsibility for estimating properly the difficulty or cost of successfully performing this Work. The County shall not be responsible for any conclusions or interpretations made by the Contractor on the basis of the information made available by the County.

3.4 CONDITIONS AFFECTING THE WORK

The Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work and the general and local conditions, which affect the Work or the cost thereof. Any failure by the Contractor to do so will not relieve the Contractor from responsibility for successfully performing the Work without additional expense to the County. The Contractor agrees not to place any credence in any understanding or representation concerning conditions made by any County employee or agents prior to the execution of this Contract unless such understanding or representation is expressly stated in the Contract.

3.5 CHANGES IN THE WORK

A. The County may, at any time, without notice to the sureties, if any, by written order designated or indicated to be a Change Order or Unilateral 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 the County-furnished facilities, equipment, materials, services, or site;

and/or,

4. Directing acceleration in the performance of the Work.

B. Any other written order, which term as used in this Paragraph B shall include direction, instruction, interpretation, or determination from the Project Manager which causes any such change, shall be treated as a Change Order under this section, provided that the Contractor gives the Project Manager written notice stating the date, circumstances, and source of the order, and that the Contractor regards the order as a Change Order. Except as herein provided, no order, statement, or conduct of the Project Manager shall be treated as a change under this section or entitle the Contractor to an equitable adjustment hereunder.

C. If a change in the work causes an increase or decrease in the Contract Price or the Contract Time, an equitable adjustment shall be made and the Contract modified in writing accordingly.

1. The Contractor shall be allowed to add the following maximum percentages for overhead and profit to the actual cost of work performed by his own forces.

Value of Work Combined Overhead and Profit

$0 - $1,000 25% $1,001 - $5,000 20% $5,001 - $10,000 17% $10,001 - $25,000 15% $25,001 and over Negotiated, but not more than 10%

2. The Subcontractor shall be allowed to add maximum percentages for overhead and profit to the actual cost of work performed with its own forces in accordance with the scale in paragraph C(1) above. The Contractor may add an additional eight percent to the subcontractor’s cost for labor and material.

D. If the County and the Contractor are unable to agree as to the extent, if any, of an adjustment in the Contract Price or the Contract Time that should be allowed as a result of a change in the Work, a claim may be made therefore as provided in Section 6.12.

E. In order to facilitate review of quotations for extras or credits, all proposals, except those so minor that their propriety can be seen by inspection, shall be accomplished by a complete itemization of costs including labor, materials and subcontracts.

Where major cost items are subcontracts, they shall also be itemized. In no case Willa change involving a cost exceeding Two Hundred Dollars ($200.00) be approved without such itemization.

3.6 UNAUTHORIZED WORK

The Contractor shall not be paid for any Work not authorized in writing by the County.

ARTICLE 4: CONTROL OF THE WORK

4.1 CONFORMITY WITH CONTRACT REQUIREMENTS

A. All Work performed and all materials furnished by the Contractor shall be in conformity with the requirements of the Contract Documents.

B. In the event the County finds the materials or the finished product in which the materials are used, or the Work performed are not in complete conformity with the requirements of the Contract Documents and have resulted in an inferior or unsatisfactory product, the Work or materials shall be removed and replaced or otherwise corrected by and at the expense of the Contractor.

C. In the event the County finds the materials or the finished product in which the materials are used are not in complete conformity with the requirements of the Contract Documents, but have resulted in a satisfactory product, the County shall then make a determination if the Work shall be accepted. In this event, the County will document the basis of acceptance by a Change Order which will provide for an appropriate adjustment in the Contract Price.

4.2 ADJACENT WORK

A. The County shall have the right, at any time, to contract for and perform other work on, near, over, or under the Work covered by the Contract. In addition, other work may be performed under the jurisdiction of another County agency. The Contractor shall cooperate fully with such other Contractors and carefully fit the Contractor's own work to such other as may be directed by the County.

B. The Contractor agrees that in the event of a dispute as to cooperation or coordination with adjacent contractors, the County will act as referee and decisions made by the County will be binding. The Contractor agrees to notify the County of any expected inconvenience, delay, or loss to be experienced by the Contractor because of the presence and operations of other contractors, seven (7) business days before the anticipated inconvenience, delay, or loss.

4.3 CONTROL BY THE CONTRACTOR

The Contractor shall constantly maintain efficient supervision of the Work, using the Contractor's best skill and coordinating ability. The Contractor shall carefully study and compare all Drawings, Specifications, shop drawings, and other instructions and check them against conditions existing, or being constructed on the Project. The Contractor shall at once report to the County any error, inconsistency, or omission which the Contractor may discover.

4.4 COOPERATION WITH UTILITIES

A. It is understood and agreed that the Contractor has considered in the Contractor's Procurement Response all of the permanent and temporary utility appurtenances in their present or relocated positions and that no additional compensation will be allowed for delays, inconvenience, or damage sustained by the Contractor due to any interference from the said utility appurtenances, the operation of moving them, or the making of new connections thereto if required by the Contract Documents.

A non- compensable time extension, however, may be considered upon written request by the Contractor with appropriate justification.

B. The Contractor shall have responsibility for notifying all affected utility companies prior to the necessity of performing any Work on their utilities and shall cooperate with them in achieving the desired results. All damage to utility facilities caused by the Contractor's operations shall be the responsibility of the Contractor.

C. The Contractor shall contact “Miss Utility” at 811, at least forty-eight (48) hours in advance of construction, between the hours of 7:00 AM and 6:00 PM, Monday through Friday.

D. At points where the Contractor's operations are adjacent to properties of railway, telegraph, telephone, water, and power companies, 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.

E. The Contractor shall cooperate with the owners of any underground or overhead utility lines in their removal and rearrangement operations in order that these operations may be reduced to a minimum and that services rendered by those parties will not be unnecessarily interrupted.

F. In the event of interruption to utility services as a result of accidental breakage, or as a result of being exposed or unsupported, the Contractor shall promptly notify the proper authority and shall cooperate with the said authority in the restoration of service. No Work shall be undertaken around fire hydrants until provisions for continued service have been approved by the local fire authority.

G. Utility outages shall be kept to a minimum and will be permitted only with the written approval of the County. All requests for outages shall be made a minimum often (10) business days in advance of their need. Requests for outages will not be considered unless they include an identification of all areas which will be affected by the proposed outage.

4.5 INSPECTION OF THE WORK

A. By law, the Work, including the fabrication and source of supply, is subject to observation by the County and to the County's right to inspect specific items.

B. The Contractor shall provide facilities for access and inspection as required by the County or any public authority with or having jurisdiction.

C. If the Specifications, the County's instructions, law, ordinance, or any public authority require any Work to be specially tested or approved, the Contractor shall give the County timely notice of its readiness for inspection, and if inspection is by another authority, the date fixed for such inspection. Inspections by the County shall be made promptly and where practicable, at the source of supply. Any Work requiring inspection that is covered without approval of the County must, if required by the County, be uncovered for examination at the Contractor's expense.

D. The contractor should maintain adequate accounting records for a period of three years following the Department’s administrative closeout of the project and make them available to the Department for inspection and audit when requested.

4.6 REMOVAL OF DEFECTIVE WORK

A. All Work and materials which do not conform to the requirements of the Contract will be considered unacceptable.

B. Any unacceptable or defective Work, whether the result of poor workmanship, use of defective materials, damage through carelessness or any other cause found to exist, shall be removed and replaced by Work and materials which shall conform to the requirements of the Contract Documents or shall be remedied otherwise in an acceptable manner authorized by the County.

C. Upon the Contractor’s failure to promptly comply with any order of the County made under the provisions of this section, the County shall have authority to cause defective, unacceptable, or unauthorized Work to be remedied or removed and replaced and to deduct the costs thereof from any monies due or to become due the Contractor under this Contract.

4.7 MAINTENANCE OF WORK DURING CONSTRUCTION

A. The Contractor shall maintain the Work during construction and until Final

Acceptance by the County. This maintenance shall be continuous and effective, prosecuted with adequate equipment and forces to the end that all parts of the Work be kept in satisfactory condition at all times and protected from damage of any kind from external sources. Such maintenance shall include maintaining access to all properties adjacent to or within the project limits by way of existing or temporary driveways. During the winter, or other times of inclement weather, such maintenance shall include snow removal and ice treatment by sand/or salt mixture as necessary and as directed by the Engineer.

B. Particular attention shall be given to drainage, both permanent and temporary. The

Contractor shall use all reasonable precautionary measures to avoid damage or loss that might result from accumulations and concentrations of drainage water, and material carried by such waters and such drainage shall be diverted or dispensed when necessary to prevent damage to excavation, embankments, surfaces, structures, or property. Suitable measures shall be taken by the Contractor to prevent the erosion of soil in all construction areas where the existing ground cover has been removed. Such measures shall be in compliance with the requirements of any governmental entity having jurisdiction.

C. All cost of maintenance Work during construction and before Final Acceptance by the County shall be included in the Contract Price and the Contractor will not be paid any additional amount for such Work.

D. In the event that the Contractor's Work is halted by the County for failure to comply with the provisions of the Contract, the Contractor shall maintain the entire Project as provided herein, and provide such ingress and egress for local residents or tenants adjacent to the Project site, for tenants of the Project site, and for the general public as may be necessary during the period of suspended Work or until the Contractor has been declared in default.

E. If pedestrian or vehicular traffic flow is maintained on the Project, the Contractor shall be responsible for the repair and restoration of all traffic related damage to the Work, either partially or totally completed, until Final Acceptance by the County.

4.8 FAILURE TO MAINTAIN ENTIRE PROJECT

If the Contractor shall at any time, fail to comply with the provisions of Section 4.7, the County shall immediately notify the Contractor to comply with the required maintenance provisions.