Revised 06/2021 Page 1

REQUEST FOR QUOTES (RFQ) #2022-17

Issue Date: June 2, 2022

Project Name: CareOregon Satellite Office T.I.

Quote Due Date/Time: June 28, 2022, 2:00 PM Procurement Representative: George Marlton Phone: 503-416-4706 Email: marltong@careoregon.org

SUBMIT QUOTES VIA EMAIL TO PROCUREMENT@CAREOREGON.ORG

PLEASE NOTE: EMAIL SUBMISSIONS SHOULD HAVE

“2022-17” IN THE SUBJECT LINE

1. ANNOUNCEMENT AND SPECIAL INFORMATION

Quoters are required to read, understand, and comply with all information contained within this Request for Quotes (“RFQ”). All quotes are binding upon Quoter for sixty (60) days from the Quote Due Date/Time. Quotes received after the Quote Due Date/Time may not be considered. If authorized in the RFQ and resulting contract, travel and other expense reimbursement will only be reimbursed in accordance with the CareOregon Travel Reimbursement Allowance in effect at the time the expense is incurred. The Policy may be found at https://www.careoregon.org/contact-us/vendor-resources.

RFQ Documents can be downloaded from OregonBuys at the following address:

https://oregonbuys.gov/bso/. Prospective Quoters will need to sign in to download the information and that information will be accumulated for a Plan Holder's List. Prospective Quoters are responsible for obtaining any addenda or clarifying questions from OregonBuys.

Complete Quotes must be or emailed to Procurement@careoregon.org. The subject line of the email must identify the RFQ title. Quoters are encouraged to contact Procurement to confirm receipt of the Quote.

All questions regarding this RFQ are to be directed to the Procurement Representative named above.

Quoters may not communicate with CareOregon employees or representatives about the RFQ during the procurement process until the Procurement Department has notified Quoters of the selected Quoter. Communication in violation of this restriction may result in rejection of a Quoter.

2. SCOPE

The purpose of this RFQ is to retain the services of a licensed construction contractor to provide all material, labor, and trade permits for the completion of the CareOregon Satellite Office T.I. Project at 9732 SE Washington St., Suite G, Portland, OR 97216. The project is generally described as providing interior tenant improvements, constructing interior partition to create new staff break room, collaboration rooms and open office areas.

Peter Kim of LRS Architects is the architect of record for this project: pkim@lrsarchitects.com

Drawings and Specifications:

• CareOregon Satellite Office T.I. Bid Set 5/27/2022 (10 pages)

CareOregon, Inc.

Procurement Department

315 SW 5th Ave.

Portland, OR 97204

(503) 416-7646 (Office) mailto:marltong@careoregon.org mailto:Procurement@careoregon.org https://www.careoregon.org/contact-us/vendor-resources https://www.careoregon.org/contact-us/vendor-resources https://oregonbuys.gov/bso/ mailto:Procurement@careoregon.org mailto:pkim@lrsarchitects.com

Revised 06/2021 Page 2

Mandatory Walkthrough - Attendance at a Mandatory Pre-Quote Walkthrough is required to be eligible to quote on this opportunity. The Mandatory Pre-Quote Walkthrough will be conducted at 9732 SE Washington St., Suite G, Portland, OR 97216 on June 16, 2022 at 1:00 PM. Attendance by the prime contractor will be documented through a sign-in sheet.

All of Contractor’s personnel that enter CareOregon properties shall comply with the CareOregon Covid-19 Safety Requirements hereby incorporated by reference and found at:

https://www.careoregon.org/contact-us/vendor-resources.

3. KEY DATES

Mandatory Walkthrough June 16, 2022, 1:00 PM Pacific Time Quote Due June 28, 2022, 2:00 PM Pacific Time Contract Award June 28, 2022 Contract Executed July 6, 2022 Work Commences Immediately upon Contract Execution Substantial Completion August 29, 2022 Final Completion September 6, 2022

4. SAMPLE CONTRACT

Submission of a Quote in response to this RFQ indicates Quoter’s willingness to enter into a contract containing substantially the same terms as the modified ConsensusDocs 200 Standard Contract and General Conditions Between Owner and Contractor, attached as Exhibit A. No action or response to the sample contract is required under this RFQ.

5. QUOTE

• Complete and submit the Construction Contract Bid Form

6. EVALUATION

The quote received from the lowest responsive responsible Quoter will be awarded a contract. The "lowest responsive responsible Quoter" is the lowest Quoter who has substantially complied with all requirements of the Request for Quote and who can be expected to deliver promptly and perform reliably in the determination of CareOregon.

https://www.careoregon.org/contact-us/vendor-resources

Revised 06/2021 Page 4

CAREOREGON, INC.

INSTRUCTIONS TO QUOTERS

1. QUOTE FORMAT: Quotes must be submitted as indicated in the RFQ.

2. CONFORMANCE TO RFQ REQUIREMENTS: Quotes must conform to the requirements of the RFQ. Unless otherwise specified, all items quoted are to be new, unused, and not remanufactured in any way. Any requested attachments must be submitted with the quote and in the required format. Quote prices must be for the unit indicated on the quote. Failure to comply with all requirements may result in quote rejection.

3. ADDENDA: Only documents issued as addenda by CareOregon serve to change the RFQ in any way. No other directions received by the Quoter, written or verbal, serve to change the RFQ document. NOTE: IF YOU HAVE RECEIVED A COPY OF THE RFQ, YOU SHOULD CONSULT OREGONBUYS (https://oregonbuys.gov/bso/) TO

ENSURE THAT YOU HAVE NOT MISSED ANY ADDENDA OR ANNOUNCEMENTS. QUOTERS ARE NOT

REQUIRED TO RETURN ADDENDUMS WITH THEIR QUOTE. HOWEVER, QUOTERS ARE RESPONSIBLE

TO MAKE THEMSELVES AWARE OF, OBTAIN AND INCORPORATE ANY CHANGES MADE IN ANY

ADDENDA ISSUED INTO THEIR FINAL QUOTE. FAILURE TO DO SO MAY, IN EFFECT, MAKE THE

QUOTER'S QUOTE NON-RESPONSIVE, WHICH MAY CAUSE THE QUOTE TO BE REJECTED.

4. USE of BRAND or TRADE NAMES: Any brand or trade names used by CareOregon in the specifications are for the purpose of describing and establishing the standard of quality, performance, and characteristics desired and are not intended to limit or restrict competition. Quoters may submit quotes for substantially equivalent products to those designated unless the RFQ provides that a specific brand is necessary because of compatibility requirements, etc. All such brand substitutions shall be subject to approval by CareOregon.

5. PRODUCT IDENTIFICATION: Quoters must clearly identify all products quoted. Brand name and model or number must be shown. CareOregon reserves the right to reject any quote when the product information submitted with the quote is incomplete.

6. FOB DESTINATION: Unless specifically allowed in the RFQ, QUOTE PRICE MUST BE F.O.B. DESTINATION with all transportation and handling charges included in the Quote.

7. DELIVERY: Delivery time must be shown in number of calendar days after receipt of purchase order.

8. EXCEPTIONS: Any deviation from quote specifications, or the form of sample contract referenced in this RFQ, may result in quote rejection at CareOregon’s sole discretion.

9. SIGNATURE ON QUOTE: Quotes must be signed by an authorized representative of the Quoter. Signature on a quote certifies that the quote is made without connection with any person, firm or corporation making a quote for the same goods and/or services and is in all respects fair and without collusion or fraud. Signature on a quote also certifies that the Quoter has read and fully understands all quote specifications, and the sample contract referenced in this RFQ (including insurance requirements). No consideration will be given to any claim resulting from quoting without comprehending all requirements of the RFQ.

10. QUOTE MODIFICATION OR WITHDRAWL: Quotes, once submitted, may be modified in writing or withdrawn before the time and date set for quote closing. Quoters may not modify quotes after Quote Due Date/Time.

11. QUOTE SUBMISSION: Quotes may be submitted by returning to CareOregon by email at the email address provided in the introduction of the RFQ. The email subject line should contain the RFQ Number and RFQ Title.

12. PRIOR ACCEPTANCE OF DEFECTIVE PROPOSALS: Due to limited resources, CareOregon generally will not completely review or analyze quotes which fail to comply with the requirements of the RFQ or which clearly are not the best quotes, nor will CareOregon generally investigate the references or qualifications of those who submit such quotes. Therefore, neither the return of a quote, nor acknowledgment that the selection is complete shall operate as a representation by CareOregon that an unsuccessful quote was complete, sufficient, or lawful in any respect.

13. DELIVERY: Significant delays in delivery may be considered in determining award if early delivery is required.

14. CASH DISCOUNTS: Cash discounts will be considered if included in the Quote.

15. PAYMENT: Quotes which require payment in less than 30 days after receipt of invoice or delivery of goods, whichever is later, may be rejected.

16. INVESTIGATION OF REFERENCES: CareOregon reserves the right to investigate references and or the past performance of any Quoter with respect to its successful performance of similar services, compliance with specifications and contractual obligations, and its lawful payment of suppliers, sub-contractors, and workers.

CareOregon may postpone the award or execution of the contract after the announcement of the apparent successful Quoter in order to complete its investigation. CareOregon reserves the right to reject any quote or to reject all quotes at any time prior to CareOregon's execution of a contract if it is determined to be in the best interest of CareOregon to do so.

17. METHOD OF AWARD: CareOregon reserves the right to make the award by item, groups of items or entire quote, whichever is in the best interest of CareOregon.

18. QUOTE REJECTION: CareOregon reserves the right to reject any and all quotes.

19. QUOTE CONFIDENTIALITY AND RESULTS: Quoters who submit a quote will be notified of the RFQ results.

Quotes submitted will be considered confidential and will only be shared internally with applicable staff for this project.

https://oregonbuys.gov/bso/

CareOregon Bid Form

CAREOREGON

CONSTRUCTION CONTRACT BID FORM

RFQ #: 2022-17

PROJECT: CareOregon Satellite Office T.I.

BID CLOSING: June 28, 2022. 2:00 PM, Pacific Time

FROM: __________________________________________________________________

Bidder’s Name (must be full legal name, not ABN/DBA)

TO: CareOregon Procurement & Contract Services – Procurement@careoregon.org

1. Bidder is (check one of the following and insert information requested):

An individual; or A partnership registered under the laws of the State of ________________; or A corporation organized under the laws of the State of _________________’ or A limited liability corporation organized under the laws of the State of ______________.

and authorized to do business in the State of Oregon hereby proposes to furnish all material and labor and perform all Work hereinafter indicated for the above project in strict accordance with the Contract Documents for the Basic Bid as follows:

_______________________________________________Dollars ($_________________) and the Undersigned agrees to be bound by the following documents:

• Request for Quotes #2022-17 (“RFQ”)

• Modified ConsensusDocs 200 Standard Contract and General Conditions Between Owner and

Contractor (“GCs”)

• CareOregon Satellite Office T.I. Bid Set 5/27/2022 (10 pages)

• ADDENDA numbered _______ through_______, inclusive (fill in blanks)

2. The Undersigned proposes to add to or deduct from the Base Bid indicated above the items of work relating to the following Alternate(s) as designated in the Specifications: N/A

3. The Undersigned proposes to add to or deduct from the Base Bid indicated above the items or work relating to the following Unit Price(s) as designated in the Specifications, for which any adjustments in the Contract amount will be made in accordance with the GCs: N/A

4. The work shall be completed within the Key Dates stipulated and specified in the RFQ.

5. The Undersigned certifies that: (i) This Bid has been arrived at independently and is being submitted without collusion with and without any agreement, understanding, or planned common course of action with any other vendor of materials, supplies, equipment or services described in the invitation to bid designed to limit independent bidding or competition; and (ii) the contents of the Bid have not been communicated by the Undersigned or its employees or agents to any person not an employee or agent of the Undersigned or its surety on any Bond furnished with the Bid and will not be communicated to such person prior to the official opening of the Bid.

6. The undersigned HAS, HAS NOT (check one) paid unemployment or income taxes in Oregon within the past 12 months and DOES, DOES NOT (check one) a business address in Oregon. The mailto:Procurement@careoregon.org

CareOregon Bid Form Page 2 undersigned acknowledges that, if the selected bidder, that the undersigned will have to pay all applicable taxes and register to do business in the State of Oregon before executing the Contract Form.

7. Contractor's CCB registration number is ____________________________. As a condition to submitting a bid, a Contractor must be registered with the Oregon Construction Contractors Board in accordance with ORS 701.035 to 701.055, and disclose the registration number. Failure to register and disclose the number will make the bid unresponsive and it will be rejected, unless contrary to federal law.

8. The undersigned certifies that all subcontractors who will perform construction work as described in ORS

701.005(2) are registered with the Construction Contractors Board in accordance with ORS 701.035 to

701.055 at the time the subcontractor(s) made a bid to work under the contract.

9. The successful Bidder hereby certifies that, in compliance with the Worker's Compensation Law of the

State of Oregon, its Worker's Compensation Insurance provider is ______________________________, Policy No. , and that Contractor shall submit Certificates of Insurance as required.

10. Contractor’s Key Individuals for this project (supply information as applicable):

Project Executive:__________________________, Cell Phone: ____________________, Project Manager: __________________________, Cell Phone: ____________________, Job Superintendent: ________________________, Cell Phone: ____________________, Project Engineer: __________________________, Cell Phone: ____________________.

11. The Undersigned certifies that it has not discriminated against minority, women, or emerging small businesses in obtaining any subcontracts for this project.

By signature below, Contractor agrees to be bound by this Bid.

Name of Firm: ___________________________________________________

Address: ________________________________________________________

Telephone Number: _______________________________________________

Email: __________________________________________________________

Minority (MBE), Women (WBE), Service-Disabled Veteran (SDV), and Emerging Small Business (ESB): Certified by the State of Oregon (provide certification number as applicable):

MBE WBE SDV ESB

Self-identified (check as applicable):

MBE WBE SDV ESB

Signature: 1) ________________________________________________ Sole Individual

2)_________________________________________________ Partner

3)_________________________________________________ Authorized Officer or Employee of Corporation

* * * * * E N D O F B I D * * * * *

ConsensusDocs® 200 - Standard Contract and General Conditions Between Owner and Contractor - © 2011, Revised May 2017.

THIS DOCUMENT MAY HAVE BEEN MODIFIED. The ConsensusDocs technology platform creates a redline comparison to the standard language which the purchaser of this contract is authorized to share for review purposes. Consultation with legal and insurance counsel are strongly encouraged. You may only make copies of finalized documents for distribution to parties in direct connection with this contract.

Any other uses are strictly prohibited.

(CO Rev 6/2022)

ConsensusDocs® 200

STANDARD CONTRACT AND GENERAL CONDITIONS BETWEEN

OWNER AND CONTRACTOR

TABLE OF ARTICLES

1. AGREEMENT

2. GENERAL PROVISIONS

3. CONTRACTOR’S RESPONSIBILITIES

4. OWNER'S RESPONSIBILITIES

5. SUBCONTRACTS

6. TIME

7. PRICE

8. CHANGES

9. PAYMENT

10. INDEMNITY, INSURANCE, AND BONDS

11. SUSPENSION, NOTICE TO CURE, AND TERMINATION

12. DISPUTE MITIGATION AND RESOLUTION

13. MISCELLANEOUS

14. CONTRACT DOCUMENTS

ARTICLE 1 AGREEMENT

This Standard Contract and General Conditions between Owner and Contractor (“Contract”) is entered into XXXX, XX, 202X (“Commencement Date”), by and between CareOregon, Inc. (“Owner”) and XXXX (“Contractor”) for the construction and services

Project Name: CareOregon Satellite Office T.I.

Project Location: 9732 SE Washington St., Suite G, Portland, OR 97216

Owner’s Representative: Rick Dyer, dyerr@careoregon.org Contractor’s Representative:

Project Design Professional: Peter Kim, pkim@lrsarchitects.com

Key Dates:

Substantial Completion: August 29, 2022 Final Completion: September 6, 2022

Lump Sum Contract Price:

mailto:dyerr@careoregon.org mailto:pkim@lrsarchitects.com

Rev 6/2022 Page 2

ARTICLE 2 GENERAL PROVISIONS

2.1 PARTIES’ RELATIONSHIP. Each Party agrees to act on the basis of mutual trust, good faith, and fair dealing, and perform in an economical and timely manner. The Parties shall each endeavor to promote harmony and cooperation among all Project participants.

2.1.1 Neither Contractor nor any of its agents or employees shall act on behalf of or in the name of Owner.

2.2 ETHICS. Each Party shall perform with integrity. Each shall: (a) avoid conflicts of interest; and (b) promptly disclose to the other Party any conflicts that may arise. Each Party warrants it has not and shall not pay or receive any contingent fees or gratuities to or from the other Party, including its agents, officers, employees, Subcontractors, Subsubcontractors, Suppliers, or Others to secure preferential treatment.

2.3 DESIGN PROFESSIONAL. Owner, through its Design Professional, shall provide all engineering design services necessary for the completion of the Work excluding, however, (a) design services delegated to Contractor in accordance with §3.15, and (b) services within the construction means, methods, techniques, sequences, and procedures employed by Contractor, its Subcontractors and Subsubcontractors in connection with their construction operations.

2.3.1 Owner shall obtain from Design Professional either a license for Contractor and

Subcontractors to use the design documents prepared by Design Professional or ownership of the copyrights for such design documents. Owner shall indemnify and hold harmless Contractor against any suits or claims of infringement of any copyrights or licenses arising out of the use of the design documents for the Project.

2.4 DEFINITIONS.

2.4.1 “Contract” means this ConsensusDocs 200 Standard Contract and General Conditions Between Owner and Contractor, as modified, and exhibits and attachments made part of this agreement upon its execution and listed in Section 14.1.1.

2.4.2 “Business Day” means all Days, except weekends and official federal or state holidays where the Project is located.

2.4.3 A “Change Order” is a written order signed by the Parties after execution of this

Contract, indicating a change in the scope of the Work, Contract Price, or Contract Time, including substitutions proposed by Contractor and accepted by Owner.

2.4.4 The “Contract Documents” consist of (a) this Contract; (b) documents listed in §14.1 as existing contract documents; (c) drawings, specifications, addenda issued and acknowledged before execution of this Contract; (d) information furnished by Owner pursuant to §3.13.4; and

(e) Change Orders, Interim Directives, and amendments issued in accordance with this Contract.

2.4.5 “Contract Price” is the amount indicated in §7.1 and represents full compensation for performance by the Contractor of the Work in conformance with the Contract Documents.

2.4.6 “Contract Time” is the period between the Date of Commencement and the total time authorized to achieve Final Completion in §6.1.1.

Rev 6/2022 Page 3

2.4.7 “Contractor” is the person or entity identified in ARTICLE 1. References to General Contractor or Contractor in the Contract Documents may be a reference to Contractor.

2.4.8 “Cost of the Work” means the costs and discounts specified in §8.3.4.

2.4.9 “Commencement Date” is as set forth in §6.1.

2.4.10 “Day” means a calendar day.

2.4.11 “Defective Work” is any portion of the Work that does not conform to the requirements of the Contract Documents.

2.4.12 “Design Professional” means the licensed engineer, and its consultants, retained by Owner to perform design services for the Project.

2.4.13 “Direct Costs” means, unless otherwise provided in the Contract Documents: the cost of materials, including sales tax and the cost of delivery; cost of labor which shall only include the employee compensation and fringe benefit (if applicable, and if paid to or on behalf of the employee) rate plus a maximum of a twelve percent (12%) markup on the direct employee wage (but not the fringe benefit) to cover Contractor’s labor burden including but not limited to social security, Medicare, unemployment insurance, workers’ compensation insurance, sick leave pay;

substantiated Project cost increases for specific insurance (including, without limitation, Builder’s Risk Insurance and Builder’s Risk Installation Floater) or bond premiums; rental cost of equipment, and machinery required for execution of the Work; and the additional costs of field personnel directly attributable to the Work; travel expense reimbursement only if specifically authorized and only to the extent allowable under the CareOregon Contractor Travel Reimbursement Allowance, hereby incorporated by reference. Direct Costs does not include Overhead.

2.4.14 “Final Completion” occurs on the date when Contractor's obligations under this Contract are complete and accepted by Owner and final payment becomes due and payable. This date shall be confirmed by a Certificate of Final Completion signed by Parties.

2.4.15 “Hazardous Material” is any substance or material identified now or in the future as hazardous under the Law, or any other substance or material that may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling, disposal, or cleanup.

2.4.16 “Law” means federal, state, or local law, ordinance, code, rule, and regulations applicable to the Work with which Contractor must comply that are enacted as of the Contract date.

2.4.17 “Interim Directive” is a written order containing Work instructions directed by Owner pursuant to §8.2 and that is signed by Owner after execution of this Contract and before Substantial Completion.

2.4.18 “Others” means Owner’s other: (a) contractors/constructors, (b) suppliers, (c) subcontractors, subsubcontractors, or suppliers of (a) and (b); and others employed directly or indirectly by (a), (b), or (c) or any by any of them or for whose acts any of them may be liable.

2.4.19 “Overhead” means those items which may be included in the Contractor's markup

(general and administrative expense and profit) and that shall not be charged as Direct Cost of

Rev 6/2022 Page 4 the Work, including without limitation such Overhead expenses as wages or salary of personnel above the level of foreman (i.e., superintendents and project managers), labor rates and fringe benefits above the direct employee wage and fringe benefit (if applicable, and if paid to or on behalf of the employee), Contractor’s labor burden for fringe benefit if paid to the employee, expenses of Contractor's offices and supplies at the Project Site (e.g. job trailer) and at Contractor’s principal place of business and including expenses of personnel staffing the Project Site office and Contractor’s principal place of business, and Commercial General Liability Insurance and Automobile Liability Insurance.

2.4.20 “Owner” is the person or entity identified in ARTICLE 1.

2.4.21 The “Parties” are collectively Owner and Contractor.

2.4.22 The “Project,” as identified in ARTICLE 1, is the building, facility, or other improvements for which Contractor is to perform Work under this Contract. It may also include construction by Owner or Others.

2.4.23 The “Schedule of the Work” is the document prepared by Contractor that specifies the dates on which Contractor plans to begin and complete various parts of the Work, including dates on which information and approvals are required from Owner.

2.4.24 A “Subcontractor” is a person or entity retained by Contractor as an independent contractor to provide the labor, materials, equipment, or services necessary to complete a specific portion of the Work. The term Subcontractor does not include Design Professional or Others.

2.4.25 “Substantial Completion” of the Work, or of a designated portion, occurs on the date when the Work is sufficiently complete in accordance with the Contract Documents so that Owner may occupy or utilize the Project, or a designated portion, for the use for which it is intended, without unapproved disruption. The issuance of a certificate of occupancy is not a prerequisite for Substantial Completion if the certificate of occupancy cannot be obtained due to factors beyond Contractor's control. This date shall be confirmed by a Certificate of Substantial Completion signed by the Parties.

2.4.26 A “Subsubcontractor” is a person or entity who has an agreement with a Subcontractor, another subsubcontractor, or Supplier to perform a portion of the Work or to supply material or equipment.

2.4.27 A “Supplier” is a person or entity retained by Contractor to provide material or equipment for the Work.

2.4.28 “Terrorism” means a violent act, or an act that is dangerous to human life, property, or infrastructure, that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion. Terrorism includes, but is not limited to, any act certified by the United States government as an act of terrorism pursuant to the Terrorism Risk Insurance Act, as amended.

2.4.29 “Work” means the construction and services necessary or incidental to fulfill Contractor's obligations for the Project in accordance with and reasonably inferable from the Contract

Rev 6/2022 Page 5

Documents. The Work may refer to the whole Project or only a part of the Project if work is also being performed by Owner or Others.

2.4.30 “Worksite” means the area of the Project location identified in ARTICLE 1 where the

Work is to be performed.

ARTICLE 3 CONTRACTOR'S RESPONSIBILITIES

Contractor shall use its diligent efforts to perform the Work in an expeditious manner consistent with the Contract Documents. Such Work includes furnishing construction administration and management services.

3.1 GENERAL RESPONSIBILITIES.

3.1.1 Contractor shall provide all labor, materials, equipment, and services necessary to complete the Work, all of which shall be provided in full accord with the Contract Documents and shall include any Work reasonably inferable from the Contract Documents.

3.1.2 Contractor represents that it is an independent contractor and that it is familiar with the type of work required by this Contract.

3.1.3 Unless the Contract Documents instruct otherwise, Contractor shall be responsible for the supervision and coordination of the Work, including the construction means, methods, techniques, sequences, and procedures utilized. When following construction means, methods, techniques, sequences, or procedures instructed by the Contract Documents, Contractor is not liable to Owner for damages resulting from compliance with such instructions unless (a) Contractor recognized and (b) failed to timely report to Owner any error, inconsistency, omission, or unsafe practice that it discovered in such requirements.

3.1.4 Contractor shall perform Work only within locations allowed by the Contract Documents, Law, and applicable permits.

3.2 COOPERATION WITH WORK OF OWNER AND OTHERS

3.2.1 Owner may perform work at the Worksite directly or by Others. Any agreements with Others to perform construction or operations related to the Project shall include provisions pertaining to insurance, indemnification, waiver of subrogation, consequential damages, coordination, interference, cleanup, and safety that are substantively the same as the corresponding provisions of this Contract.

3.2.2 If Owner elects to perform work at the Worksite directly or by Others, the Parties shall coordinate the activities of all forces at the Worksite and agree upon fair and reasonable schedules and operational procedures for Worksite activities. Owner shall require each separate contractor to cooperate with Contractor and to assist with the coordination of activities and the review of construction schedules and operations. In accordance with §6.3, Contract Price and Contract Time may be equitably adjusted for changes resulting from the coordination of construction activities, and the Schedule of the Work shall be revised accordingly.

3.2.3 With regard to the work of Owner and Others, Contractor shall: (a) proceed with the

Work in a manner that does not hinder, delay, or interfere with the work of Owner or Others or cause the work of Owner or Others to become defective; (b) afford Owner and Others reasonable

Rev 6/2022 Page 6 access for introduction and storage of their materials and equipment and performance of their activities; and (c) coordinate Contractor's Work with theirs.

3.2.4 Before proceeding with any portion of the Work affected by the construction or operations of Owner or Others, Contractor shall give Owner prompt written notification of any defects Contractor discovers in their work which will prevent the proper execution of the Work.

Contractor's obligations in this subsection do not create a responsibility for the work of Owner or Others, but are for the purpose of facilitating the Work. If Contractor does not notify Owner of defects interfering with the performance of the Work, Contractor acknowledges that the work of Owner or Others is not defective and is acceptable for the proper execution of the Work.

Following receipt of written notice from Contractor of defects, Owner shall promptly issue an Interim Directive informing Contractor what action, if any, Contractor shall take with regard to the defects.

3.3 CONTRACT DOCUMENT REVIEW.

3.3.1 Before commencing the Work, Contractor shall examine and compare the drawings and specifications with information furnished in the Contract Documents, relevant field measurements made by Contractor, and any visible conditions at the Worksite affecting the Work.

3.3.2 Should Contractor discover any errors, omissions, or inconsistencies in the Contract

Documents, Contractor shall promptly report them to Owner. Following receipt of written notice from Contractor of errors, omissions, or inconsistencies, Owner shall promptly inform Contractor what action, if any, Contractor shall take with regard to the errors, omissions, or inconsistencies.

3.3.3 In accordance with this Contract, Contractor may be entitled to adjustments of the

Contract Price or Contract Time because of clarifications or instructions arising out of Contractor's reports described in this §3.3.

3.3.4 Nothing in §3.3 shall relieve Contractor of responsibility for its own errors, inconsistencies, or omissions.

3.4 CONSTRUCTION PERSONNEL AND SUPERVISION.

3.4.1 Contractor shall provide competent supervision for the performance of the Work. Before commencing the Work, Contractor shall notify Owner in writing of the name and qualifications of its proposed superintendent(s) and project manager so Owner may review their qualifications.

If, for reasonable cause, Owner refuses to approve an individual, or withdraws its approval after once giving it, Contractor shall name a different superintendent or project manager for Owner's review. Any disapproved superintendent shall not perform in that capacity thereafter at the Worksite.

3.4.2 Contractor shall be responsible to Owner for acts or omissions of a person or entity performing on behalf of Contractor or any of its Subcontractors and Suppliers.

3.4.3 Contractor shall permit only qualified persons to perform the Work. Contractor shall enforce safety procedures, strict discipline, and good order among persons performing the Work.

If Owner determines that a particular person does not follow safety procedures, or is unfit or

Rev 6/2022 Page 7 unskilled for the assigned Work, Contractor shall immediately reassign the person upon receipt of Owner's Interim Directive to do so.

3.4.4 CONTRACTOR'S REPRESENTATIVE Contractor's authorized representative is designated in Article 1 above. Contractor's Representative shall possess full authority to receive instructions from Owner and to act on those instructions. If Contractor changes its representative or the representative’s authority, Contractor shall immediately notify Owner in writing.

3.5 WORKMANSHIP. The Work shall be executed in accordance with the Contract Documents in a workmanlike manner. All materials used in the Work shall be furnished in sufficient quantities to facilitate the proper and expeditious execution of the Work and shall be new except as otherwise provided in the Contract Documents.

3.6 MATERIALS FURNISHED BY OWNER OR OTHERS If the Work includes installation of materials or equipment furnished by Owner or Others, it shall be the responsibility of Contractor to examine the items so provided and thereupon handle, store, and install the items, unless otherwise provided in the Contract Documents, with such skill and care as to provide a satisfactory and proper installation. Loss or damage due to acts or omissions of Contractor shall be the responsibility of Contractor and may be deducted from any amounts due or to become due Contractor. Any defects discovered in such materials or equipment shall be reported at once to Owner. Following receipt of written notice from Contractor of defects, Owner shall promptly inform Contractor what action, if any, Contractor shall take with regard to the defects.

3.7 TESTS AND INSPECTIONS.

3.7.1 Contractor shall schedule all required tests, approvals, and inspections of the Work or portions thereof at appropriate times so as not to delay the progress of the Work or other work related to the Project. Contractor shall give proper notice to all required parties of such tests, approvals, and inspections. If feasible, Owner and Others may timely observe the tests at the normal place of testing. Except as provided in§3.7.3, Owner shall bear all commissioning expenses associated with tests, inspections, and approvals required by the Contract Documents, which shall be conducted by an independent testing laboratory or entity retained by Owner.

Unless otherwise required by the Contract Documents, required certificates of testing, approval, or inspection shall be secured by Contractor and promptly delivered to Owner.

3.7.2 If Owner or appropriate authorities determine that tests, inspections, or approvals in addition to those required by the Contract Documents will be necessary, Contractor shall arrange for the procedures and give timely notice to Owner and Others who may observe the procedures.

Costs of the additional tests, inspections, or approvals are at Owner's expense except as provided in the subsection below.

3.7.3 If the procedures described in the two subsections immediately above indicate that portions of the Work fail to comply with the Contract Documents, Contractor shall be responsible for costs of correction and retesting.

3.8 WARRANTY.

3.8.1 Contractor warrants that all materials and equipment shall be new unless otherwise specified, of good quality, in conformance with the Contract Documents, and free from defective workmanship and materials. At Owner's request, Contractor shall furnish satisfactory evidence of the quality and type of materials and equipment furnished. Contractor further warrants that the

Rev 6/2022 Page 8

Work shall be free from material defects not intrinsic in the design or materials required in the Contract Documents. Contractor's warranty does not include remedies for defects or damages caused by normal wear and tear during normal usage, use for a purpose for which the Project was not intended, improper or insufficient maintenance, modifications performed by Owner or others, or abuse. Contractor's warranty shall commence on the Date of Substantial Completion of the Work for a period of one year (1 year).

3.8.2 To the extent products, equipment, systems, or materials incorporated in the Work are specified and purchased by Owner, they shall be covered exclusively by the warranty of the manufacturer. There are no warranties which extend beyond the description on the face of any such warranty. For such incorporated items, ALL OTHER WARRANTIES EXPRESSED OR

IMPLIED INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE

WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY

DISCLAIMED.

3.8.3 Contractor shall obtain from its Subcontractors and Suppliers any special or extended warranties required by the Contract Documents. Contractor's liability for such warranties shall be limited to the one-year correction period as provided in the section below. After that period, Contractor shall provide reasonable assistance to Owner in enforcing the obligations of Subcontractors or Suppliers for such extended warranties.

3.9 CORRECTION OF WORK WITHIN ONE YEAR.

3.9.1 Before Substantial Completion and within one year after the date of Substantial Completion of the Work, if any Defective Work is found, Owner shall promptly notify Contractor in writing. Unless Owner provides written acceptance of the condition, Contractor shall promptly correct the Defective Work at its own cost and time and bear the expense of additional services required for correction of any Defective Work for which it is responsible

3.9.2 With respect to any portion of Work first performed after Substantial Completion, the one-year correction period shall commence when that portion of the Work is substantially complete. Correction periods shall not be extended by corrective work performed by Contractor.

3.9.3 If Contractor fails to correct Defective Work within two (2) days after receipt of written notice from Owner before final payment, Owner may correct it in accordance with Owner's right to carry out the Work. In such case, an appropriate Change Order shall be issued deducting the cost of correcting the Defective Work from payments then or thereafter due Contractor. If payments then or thereafter due Contractor are not sufficient to cover such amounts, Contractor shall pay the difference to Owner.

3.9.4 Contractor’s obligations and liability, if any, with respect to any Defective Work discovered after the one-year correction period shall be determined by the Law. If, after the one-year correction period but before the applicable limitation period has expired, Owner discovers any Work which Owner considers Defective Work, Owner shall, unless the Defective Work requires emergency correction, promptly notify Contractor and allow Contractor an opportunity to correct the Work if Contractor elects to do so. If Contractor elects to correct the Work, it shall provide written notice of such intent within fourteen (14) Days of its receipt of notice from Owner and shall complete the correction of Work within a mutually agreed timeframe. If Contractor does not elect to correct the Work, Owner may have the Work corrected by itself or others, and, if Owner intends to seek recovery of those costs from Contractor, Owner shall promptly provide Contractor with an accounting of actual correction costs.

Rev 6/2022 Page 9

3.9.5 If Contractor's correction or removal of Defective Work causes damage to or destroys other completed or partially completed Work or existing buildings, Contractor shall be responsible for the cost of correcting the destroyed or damaged property.

3.9.6 The one-year period for correction of Defective Work does not constitute a limitation period with respect to the enforcement of Contractor's other obligations under the Contract Documents.

3.9.7 Before final payment, at Owner's option and with Contractor's agreement, Owner may elect to accept Defective Work rather than require its removal and correction. In such case, the Contract Price shall be equitably adjusted for any diminution in the value of the Project caused by such Defective Work.

3.10 CORRECTION OF COVERED WORK.

3.10.1 Upon issuance of an Interim Directive, Work that has been covered without a requirement that it be inspected before being covered shall be uncovered for Owner's inspection.

Owner shall pay for the costs of uncovering and replacement if the Work proves to be in conformance with the Contract Documents, or if the defective condition was caused by Owner or Others. If the uncovered Work proves to be defective, Contractor shall pay the costs of uncovering and replacement.

3.10.2 If any Work is covered contrary to requirements in the Contract Documents, Owner may issue an Interim Directive to uncover the Work for Owner's observation and recover the Work all at Contractor's expense and with no Contract Time adjustment.

3.11 SAFETY.

3.11.1 SAFETY PROGRAMS. Contractor holds overall responsibility for safety programs.

However, such obligation does not relieve Subcontractors their safety responsibilities and to comply with the Law. Contractor shall prevent against injury, loss, or damage to persons or property by taking reasonable steps to protect: (a) its employees and other persons at the Worksite; (b) materials and equipment stored onsite or offsite for use in the Work; and (c) property located at the Worksite and adjacent to work areas.

3.11.2 CONTRACTOR'S SAFETY REPRESENTATIVE. Contractor shall designate an individual at the Worksite in its employ as its safety representative. Unless otherwise identified by Contractor in writing to Owner, Contractor’s project superintendent shall serve as its safety representative. Contractor shall report promptly in writing to Owner all recordable accidents and injuries occurring at the Worksite. When Contractor is required to file an accident report with a public authority, Contractor shall furnish a copy of the report to Owner.

3.11.3 Contractor shall provide Owner with copies of all notices required of Contractor by Law.

Contractor's safety program shall comply with the requirements of authorities having jurisdiction. Contractor shall provide owner with a copy of contractor’s safety program/plan for the project prior to commencing work.

3.11.4 Damage or loss not insured under property insurance which may arise from the Work, to the extent caused by the negligent or intentionally wrongful acts or omissions of Contractor, or anyone for whose acts Contractor may be liable, shall be promptly remedied by Contractor.

Rev 6/2022 Page 10

3.11.5 If Owner deems any part of the Work or Worksite unsafe, Owner, without assuming responsibility for Contractor's safety program, may require by Interim Directive, Contractor to stop performance of the Work, take corrective measures satisfactory to Owner, or both. If Contractor does not adopt corrective measures, Owner may perform them and deduct their cost from the Contract Price. Contractor agrees to make no claim for damages, for an increase in the Contract Price or Contract Time based on Contractor's compliance with Owner's reasonable request.

3.12 EMERGENCIES.

3.12.1 In an emergency affecting the safety of persons or property, Contractor shall act in a reasonable manner to prevent threatened damage, injury, or loss. Any change in the Contract Price or Contract Time resulting from the actions of Contractor in an emergency situation shall be determined as provided in ARTICLE 8.

3.13 HAZARDOUS MATERIALS.

3.13.1 Contractor shall not be obligated to commence Work until any Hazardous Material discovered at the Worksite has been removed, rendered, or determined to be harmless by Owner as certified by an independent testing laboratory and approved by the appropriate governmental agency.

3.13.2 If after commencing the Work, Hazardous Material is discovered at the Worksite, Contractor shall be entitled to immediately stop Work in the affected area. Contractor shall promptly report the condition to Owner, Design Professional, and, if required, the governmental agency with jurisdiction.

3.13.3 Contractor shall not resume nor be required to continue any Work affected by any

Hazardous Material without written mutual agreement between the Parties after the Hazardous Material has been removed or rendered harmless and only after approval, if necessary, of the governmental agency with jurisdiction.

3.13.4 Owner shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether the material requires corrective measures or remedial action. Such measures shall be the sole responsibility of Owner, and shall be performed in a manner minimizing any adverse effect upon the Work.

3.13.5 If Contractor incurs additional costs or is delayed due to the presence or remediation of

Hazardous Material, Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Time in accordance with this Contract.

3.13.6 To the extent permitted by §6.6 and to the extent not caused by the negligent or intentionally wrongful acts or omissions of Contractor, its Subcontractors and Subsubcontractors, and the agents, officers, directors, and employees of each of them, Owner shall defend, indemnify, and hold harmless Contractor, its Subcontractors and Subsubcontractors, and the agents, officers, directors, and employees of each of them, from and against all claims, damages, losses, costs, and expenses, including but not limited to reasonable attorneys' fees, costs, and expenses incurred in connection with any dispute resolution procedure, arising out of or relating to the performance of the Work in any area affected by Hazardous Material.

Rev 6/2022 Page 11

3.13.7 MATERIALS BROUGHT TO THE WORKSITE.

3.13.7.1 Safety Data Sheets (SDS) as required by Law and pertaining to materials or substances used or consumed in the performance of the Work, whether obtained by Contractor, Subcontractors, Owner, or Others, shall be maintained at the Worksite by Contractor and made available to Owner, Subcontractors, and Others.

3.13.7.2 Contractor shall be responsible for the proper delivery, handling, application, storage, removal, and disposal of all materials and substances brought to the Worksite by Contractor and used or consumed in the performance of the Work. Upon the issuance of the Certificate of Substantial Completion, Owner shall be responsible for materials and substances brought to the Worksite by Contractor if such materials or substances are required by the Contract Documents.

3.13.7.3 To the extent caused by the negligent or intentionally wrongful acts or omissions of Contractor, its agents, officers, directors, and employees, Contractor shall indemnify and hold harmless Owner, its agents, officers, directors, and employees, from and against any and all claims, damages, losses, costs, and expenses, including but not limited to attorneys' fees, costs, and expenses incurred in connection with any dispute resolution procedure, arising out of or relating to the delivery, handling, application, storage, removal, and disposal of all materials and substances brought to the Worksite by Contractor.

3.13.8 §3.13 in its entirety shall survive the completion of the Work or Contract termination.

3.14 SUBMITTALS.

3.14.1 Contractor shall submit to Owner and Design Professional all shop drawings, samples, product data, and similar submittals required by the Contract Documents for review and approval. Submittals shall be submitted in electronic form if required by §4.6.1. Contractor shall be responsible for the accuracy and conformity of its submittals to the Contract Documents. At no additional cost, Contractor shall prepare and deliver its submittals in a manner consistent with the Schedule of the Work and in such time and sequence so as not to delay the performance of the Work or the work of Owner and Others. Contractor submittals shall identify in writing for each submittal all changes, deviations, or substitutions from the requirements of the Contract Documents. The approval of any Contractor submittal shall not be deemed to authorize changes, deviations, or substitutions from the requirements of the Contract Documents unless a Change Order or Interim Directive specifically authorizes such deviation, substitution, or change. To the extent a change, deviation, or substitution causes an impact to the Contract Price or Contract Time, such approval shall be memorialized in a Change Order no later than seven (7) Days following approval by Owner. Neither Design Professional nor Owner shall make any change, deviation, or substitution through the submittal process without specifically identifying and authorizing such deviation to Contractor. If the Contract Documents do not contain submittal requirements pertaining to the Work, Contractor agrees upon request to submit in a timely fashion to Design Professional and Owner for review any shop drawings, samples, product data, manufacturers' literature, or similar submittals as may reasonably be required by Owner.

3.14.2 Owner shall be responsible for review and approval of submittals with reasonable promptness to avoid causing delay.

Rev 6/2022 Page 12

3.14.3 Contractor shall perform all Work strictly in accordance with approved submittals.

Approval of shop drawings is not an authorization to perform changed work, unless the procedures of ARTICLE 8 are followed.