Section D - General Conditions.pdf

Section D – General Conditions

TABLE OF CONTENTS

Article 1 – Contract Documents

1.1 Definitions

1.2 Terminology

1.3 Reference Standards

1.4 Titles, Headings and Groupings

1.5 Intent

1.6 Execution of Contract Documents

1.7 Commencement of Contract Times; Notice to Proceed

1.8 Contract Discrepancies

1.9 Reuse of Documents

Article 2 – Architect/Engineer/Construction Manager

2.1 Representatives

2.2 Administration of the Contract

2.3 Limitations on A/E/CM’s Authority and Responsibilities

Article 3 – Owner

3.1 Information Possessed by Owner

3.2 Owner-Paid Permits and Fees

3.3 Owner’s Right to Stop Work

3.4 Suspension of Work

3.5 Partial Utilization

3.6 Limitation of Owner’s Responsibilities

Article 4 – Contractor

4.1 Contractor’s Representations

4.2 Supervision and Superintendence

4.3 Lay-Out; Working Hours

4.4 Services, Materials and Equipment

4.5 Contractor’s General Warranty and Guarantee

4.6 Permits, Taxes, Patent Fees, and Royalties

4.7 Compliance

4.8 Allowances

4.9 Responsibility for Completion

4.10 Record Documents

4.11 Substitutes and “Or Equals”

4.12 Use of Site and Other Areas

4.13 Shop Drawing, Product Data and Samples

4.14 Laws and Regulations

4.15 Indemnity

4.16 Drug Clause

4.17 Contractor Non-Discrimination

4.18 Subcontractors and Supplies

4.19 Delegation of Professional Design Services

Article 5 – Other Work

5.1 Related Work at Site

Article 6 – Miscellaneous

6.1 Controlling Law

6.2 Provisions Required by Law Deemed Inserted

6.3 Survival of Obligations; Successors and Assigns

6.4 Claims and Disputes

6.5 Attorney’s Fees and Other Expenses

6.6 Rights and Remedies

6.7 Force Majeure

6.8 Fines and Penalties

6.9 Notice

6.10 Severability

6.11 Waiver

6.12 Cumulative Remedies

6.13 Tests and Inspections

6.14 Audit and Preservation of Records

Article 7 – Deffective Work

7.1 Uncovering Work

7.2 Notice of Defects

7.3 Correction or Removal of Defective Work

7.4 Correction Period

7.5 Acceptance of Defective Work

7.6 Owner May Correct Defective Work

7.7 No Limitation Of Liability

Article 8 – Protection of Persons and Property

8.1 Availability of Lands

8.2 Subsurface and Physical Conditions

8.3 Underground Facilities

8.4 Reference Points

8.5 Hazardous Environmental Condition at Site

8.6 Safety and Protection

8.7 Emergencies

Article 9 – Changes and Modifications

9.1 Amending and Supplementing Contract Documents

9.2 Changes in Contract Price

9.3 Owner Initiated Changes in the Work

9.4 Proposed Change Order

9.5 Unilateral Change Order And/Or Construction Change Directive

9.6 Unauthorized Changes in the Work

9.7 Changes in Contract Times

9.8 Delays Beyond Contractor’s Control

9.9 Delays Within Contractor’s Control

9.10 Delays Beyond Owner’s and Contractor’s Control

9.11 Time Impact Analysis Requirements

9.12 Execution of Change Orders

9.13 Notification to Surety

9.14 Waiver of Consequential Damages

9.15 Delay Damages

9.16 Liquidated Damages

9.17 Continuing the Work

Article 10 – Payments and Completion

10.1 Contract Sum

10.2 Cost of the Work

10.3 Unit Price Work

10.4 Schedule of Values

10.5 Progress Payments

10.6 Warranty of Title

10.7 Substantial Completion

10.8 Final Completion

10.9 Waiver of Claims

Article 11 – Insurance and Bonds

11.1 Performance, Payment, and Other Bonds

11.2 Licensed Sureties and Insurers

11.3 Certificates of Insurance

11.4 Contractor’s Liability Insurance

11.5 Waiver of Rights

11.6 Receipt and Application of Insurance Proceeds

11.7 Acceptance of Bonds and Insurance; Option to Replace

11.8 Partial Utilization, Acknowledgment of Property Insurer

Article 12 – Termination of the Contract

12.1 Owner May Terminate for Cause

12.2 Owner May Terminate For Convenience

12.3 Contractor May Terminate

12.4 Contractors Responsibilities Upon Termination

12.5 Disputes Upon Termination

ARTICLE 1 – CONTRACT DOCUMENTS

1.1 Definitions

1.1.1 Addenda

Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the Contract Documents.

1.1.2 Application for Payment

The form acceptable to A/E/CM and Owner which is to be used by Contractor during the course of the Work in requesting progress and final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents.

1.1.3 Architect/Engineer/Construction Manager

The individual or entity named as such in the Owner-Contract Agreement and is referred to throughout the Contract Documents as if singular in number and masculine in gender, hereinafter “A/E/CM” or “Architect”, “Engineer”, or “Construction Manager (“CM”)”. A/E/CM shall mean the consulting firm, or Spotsylvania County agency, or their duly authorized representative, that is responsible for designing or engineering or administering the work, and performing the activities specified herein. Such firm or agency and its representatives shall act severally within the scope of particular duties entrusted to them, unless otherwise provided for in the Contract. The A/E/CM is further described as:

1.1.3.1 Architect, a person or other legal entity lawfully licensed to practice architecture in

Virginia; or

1.1.3.2 Engineer, a person or other legal entity lawfully licensed to practice engineering in

Virginia; or

1.1.3.3 Construction manager (or “CM”), a person or other legal entity practicing management and/or inspection of construction in Virginia; or

1.1.3.4 A/E/CM is not Owner’s agent and shall not, in any circumstances, be deemed to be acting or functioning as Owner’s agent.

1.1.3.5 A/E/CM shall identify a specific individual (the “Resident Project Representative”) to serve as liaison between Owner and Contractor and between A/E/CM and Contractor.

A/E/CM will notify Owner and Contractor of the name of an acting replacement as A/E/CM’s Resident Project Representative whenever the person so designated is not available. Whenever Contractor or Owner requires information, direction, or assistance, Contractor or Owner shall notify the individual designated by A/E/CM.

1.1.4 A/E/CM's Consultant

An individual or entity having a contract with A/E/CM to furnish services as A/E/CM’s independent professional associate or consultant with respect to the Project and who is identified as such in the Supplementary Conditions.

1.1.5 Asbestos

Any material that contains more than one percent asbestos and is friable or releases asbestos fibers into the air at or above current action levels established by the United States Occupational Safety and Health Administration.

1.1.6 Bid

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

1.1.7 Bidding Documents

The Bidding Requirements and the proposed Contract Documents (including all Addenda issued prior to receipt of Bids).

1.1.8 Bidding Requirements

The Advertisement or Invitation to Bid, Information to Bidders, Bid Form, Instructions to Bidders, and any supplements.

1.1.9 Bonds

Performance and payment bonds and other instruments of security.

1.1.10 Change Order

The prescribed form recommended by Owner and A/E/CM which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Contract. The Contract Price or Contract Times shall only be adjusted by Change Order which shall be a condition precedent to either such adjustment.

1.1.11 Claim

A demand or assertion by Owner or Contractor made in strict conformance with the notice and procedural requirements of the Contract Documents and seeking, to the extent permitted by the Contract Documents, an adjustment in the Contract Price or the Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim.

1.1.12 Contract

The Contract Documents form the Contract. The entire and integrated written instrument between the Owner and Contractor concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral.

1.1.13 Contract Documents

The Contract Documents establish the rights and obligations of the parties and include the Owner- Contractor Agreement, Addenda (which pertain to the Contract Documents), the Project Manual, Contract Drawings, Contractor’s Bid (including documentation accompanying the Bid and any post-Bid documentation submitted prior to the Notice of Award), the Notice to Proceed, the Bonds, the Advertisement for Bid, Information for Bidders, these General Conditions, the Supplementary Conditions (if any), the Specifications and the Drawings as the same are more specifically identified in the Owner-Contractor Agreement, together with all Written Amendments, Change Orders, Work Change Directives, Field Orders, and Owner and A/E/CM’s written interpretations and clarifications issued on or after the Effective Date of the Contract. Approved Shop Drawings and the investigations, reports, analyses, interpretations and drawings of subsurface and physical conditions are not Contract Documents. Only printed or hard copies of the items listed in this paragraph are Contract Documents. Files in electronic media format of text, data, graphics, and the like that may be furnished by Owner to Contractor are not Contract Documents.

1.1.14 Contract Price

The monies payable by Owner to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Contract (subject to the provisions of Section 10.3 in the case of Unit Price Work).

1.1.15 Contract Times

The number of days or the dates stated in the Contract to: (i) achieve Substantial Completion; and

(ii) complete the Work so that it is ready for final payment as evidenced by Owner and A/E/CM’s written recommendation of final payment and Owner’s acceptance thereof.

1.1.16 Contractor

The individual or entity identified in the Owner-Contractor Agreement. This entire Contract is not one of agency by the Contractor for Owner but one in which the Contractor is engaged independently in the business of providing the services and performing the Work herein described as an independent Contractor.

1.1.17 Drawings

That part of the Contract Documents prepared or approved by Owner and A/E/CM which graphically shows the scope, extent, and character of the Work to be performed by Contractor.

Shop Drawings and other Contractor submittals are not Drawings as so defined.

1.1.18 Effective Date of the Contract

The date indicated in the Contract on which it becomes effective, but if no such date is indicated, it means the date on which the Contract is signed and delivered by the last of the two parties to sign and deliver. However, Contractor has no rights or remedies arising from execution of the Contract prior to receiving a Notice to Proceed from Owner or A/E/CM.

1.1.19 Extra Work

The term "Extra Work" as used herein, refers to and includes work required by the Owner, which, in the judgment of the Owner and A/E/CM, involves changes in or additions to that required by the Drawings, Specifications and Addenda in their present form.

1.1.20 Field Order

A written order issued by Owner and A/E/CM which requires minor changes in the Work but which does not change the Contract Price or the Contract Times.

1.1.21 Final Completion

The date determined by the Owner when the Work is totally complete, to include punch list Work, in accordance with the Contract Documents and the Owner may fully occupy and utilize the Work for the use for which it is intended.

1.1.22 Hazardous Environmental Condition

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

1.1.23 Hazardous Waste

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

1.1.24 Laws and Regulations

Any and all applicable laws, procurement policy, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction over the Work including, but not limited to, Spotsylvania County, Virginia.

1.1.25 Liens

Charges, third-party claims, security interests, or encumbrances upon Project funds, real property, or personal property.

1.1.26 Manuals

Manufacturer’s installation, start-up, operating, maintenance and repair instructions, together with parts lists, pictures, sketched and diagrams which set forth the manufacturer’s requirements, for the benefit of the Contractor and Owner.

1.1.27 Milestone

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

1.1.28 Notice

The term "Notice" as used herein shall mean and include written notice. Written notice shall be deemed to have been duly served when delivered, via email or delivered by U. S. Postal Service or commercial carriers to or at the last known business address of the person, firm or corporation for whom intended, or to his/her, their or its duly authorized agent, representative or officer.

1.1.29 Notice of Intent to Award

The written Notice by Owner to the apparent successful bidder stating that upon timely compliance by the apparent successful bidder with the conditions precedent listed therein, Owner, if Owner decides to proceed with the Work, will sign and deliver the Contract to the apparent successful bidder. However, the Notice of Intent to Award shall not be construed as an agreement, meeting of the minds, contract, or any other legal obligation between Owner and Contractor.

1.1.30 Notice to Proceed

A written Notice given by Owner to Contractor fixing the date on which the Contract Times will commence to run and on which Contractor shall start to perform the Work under the Contract Documents.

1.1.31 Owner

Board of Supervisors of Spotsylvania County, Virginia and is referred to throughout the Contract Documents as if singular in number and masculine in gender. The term Owner means the Owner or its authorized representative. The County Administrator, or his/her authorized designee, is the authorized representative of the Board of Supervisors for this contract. The term “Owner” or “Owner’s representative” specifically excludes any and all inspectors having building code or County ordinance responsibilities or jurisdiction under the requirements of the Building Permit and/or Site Permit. As a general matter Contractor shall utilize A/E/CM’s Project Representative as the liaison between Contractor and Owner. However, in exceptional circumstance, or when directed in writing by the Owner, Contractor may notify Owner’s Project Representative.

1.1.32 Partial Utilization

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

1.1.33 Product

The term “product” as used in the Contract Documents includes materials, systems, articles, fixtures, devices, types of construction, methods of construction or products and equipment.

1.1.34 Product Data

All illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate a material, product or system for some portion of the Wok.

1.1.35 Progress Schedule

See definition in Supplementary Conditions.

1.1.36 Project

The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part as may be indicated elsewhere in the Contract Documents.

1.1.37 Project Manager

Owners designated single representative who will have the power to act, within the scope of his/her delegated authority, for and on behalf of the Owner, in accordance with the terms of the Contract.

1.1.38 Project Manual

The bound documentary information prepared for bidding and constructing the Work. A listing of the contents of the Project Manual, which may be bound in one or more volumes, is contained in the table(s) of contents.

1.1.39 Project Representative

Any A/E/CM, contract administrator, or inspector in the employ of, or under the direction and control of, Owner or A/E/CM and acting on behalf of Owner and A/E/CM.

1.1.40 Proposed Change Order

A written request from the Contractor to the Owner requesting a change in the Contract Amount and/or Contract Time.

1.1.41 Radioactive Material

Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time.

1.1.42 Request for Information (RFI)

A Contractor-initiated request, in writing, seeking a clarification or information. An RFI shall address the specific plan detail/drawing number and/or pertinent specification paragraph and Section that relate to the question.

1.1.43 Resident Project Representative

The authorized representative of Owner and A/E/CM who is identified as the liaison between Owner and Contractor and may be assigned to the Site or any part thereof.

1.1.44 Samples

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

1.1.45 Shop Drawings

All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work.

1.1.46 Site

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

1.1.47 Specifications

That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto.

1.1.48 Subcontractor

An individual or entity having a direct contract with the Contractor or with any other Subcontractor to perform or supply any of the Work at the Site. The term Subcontractor is referred to throughout the Contract Documents as if singular in number and masculine in gender and means a Subcontractor or his/her authorized representative. The term Subcontractor does not include any separate contractor or his/her Subcontractors.

1.1.49 Substantial Completion

The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of A/E/CM and with the approval of Owner, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purpose(s) which it is intended. The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof. All Work necessary to enable the Owner to operate the facility in the manner intended shall have been installed complete by the Substantial Completion date. The specific tasks required to accomplish Substantial Completion of any defined portion of the Work may be set forth in more particular detail in the Specifications and to the extent so set forth are incorporated herein.

1.1.50 Supplementary Conditions

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

1.1.51 Supplier

A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or any Subcontractor.

1.1.52 Underground Facilities

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

1.1.53 Unit Price Work

Work to be paid for on the basis of unit prices.

1.1.54 Work

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

1.1.55 Work Change Directive

A written statement to Contractor issued on or after the Effective Date of the Contract and signed by Owner and recommended by A/E/CM ordering an addition, deletion, or revision in the Work. A Work Change Directive does not change the Contract Price or the Contract Times.

1.1.56 Written Amendment

A written statement modifying the Contract Documents, signed by Owner and Contractor on or after the Effective Date of the Contract and normally dealing with the non-engineering or non-technical rather than strictly construction related aspects of the Contract Documents. A Written Amendment does not change the Contract Price or Contract Times.

1.2 Terminology

1.2.1 Intent of Certain Terms or Adjectives

1.2.1.1 Whenever in the Contract Documents the terms “as allowed,” “as approved,” “as required, “as directed,” or terms of like effect or import are used, or the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of Owner and A/E/CM as to the Work, it is intended that such action or determination will be solely to evaluate, in general, the completed Work for compliance with the requirements of and information in the Contract Documents and in conformance with the design concept of the completed project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective shall not be effective to assign to Owner and A/E/CM any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of the Contract Documents.

1.2.1.2 Should any conflict be found in the Contract Documents, Owner and A/E/CM shall interpret or construe the Contract Documents so as to obtain the most substantial and complete performance. Contractor shall give written notice to A/E/CM and Owner within forty-eight (48) hours of discovering a potential conflict, such notice being a condition precedent to any right of the Contractor to receive an increase in the Contract Price or Contract Times for any Claim that may arise out of or relate to such conflict.

1.2.1.3 The words, “shall”, “will”, or “must” as used in the Contract Documents indicate a requirement that is contractually binding, mandatory and requires strict compliance.

1.2.2 Day

The word “day” shall constitute a calendar day of twenty-four (24) hours measured from midnight to the next midnight. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation.

1.2.3 Defective

The word “defective,” when modifying the word “Work,” refers to Work that is unsatisfactory, faulty, or deficient in that it does not conform to the Contract Documents or does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to A/E/CM’s recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Sections 11.8 and/or 10.7).

1.2.4 Furnish, Install, Perform, Provide

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

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

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

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

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

1.2.5 Reference to Articles, Sections and Subsections: unless otherwise stated reference to an Article includes the Article as a whole and every Section and Subsection within it. Reference to a Section or Subsection includes all the Subsections within that Section or Subsection.

1.3 Reference Standards

1.3.1 Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of execution of the Contract. Any variations or conflicts between standards, specifications, manuals and codes in effect during performance of the Work and those standards, specifications, manuals, codes, or Laws or Regulations required by the Contract Documents shall be called to A/E/CM’s attention before beginning Work affected thereby.

1.3.2 No provision of any such standard, specification, manual, or code, or any instruction of a Supplier shall be effective to change the duties or responsibilities of Owner, Contractor, A/E/CM, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract

Documents, nor shall any such provision or instruction be effective to assign to Owner, A/E/CM, or any of A/E/CM’s consultants, agents, or employees any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents.

1.4 Titles, Headings and Groupings

The headings used and the titles given to the Articles and Sections of this Contract are for general reference only and do not have special significance. The grouping of the Sections, titles, and Articles in this Contract is solely for the purposes of convenient organization and in no event shall such grouping be construed to limit or alter the meaning of any provisions.

1.5 Intent

1.5.1 The Contract Documents are complementary; what is called for by one is as binding as if required by all. In the event of a conflict between the provisions of the Contract Documents, the provisions requiring the most exacting standard of performance shall prevail.

1.5.2 It is the intent of the Contract Documents to describe a functionally complete whole to be constructed in strict accordance with the Contract Documents. Any labor, services, documentation, materials, or equipment that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result shall be provided by the Contractor whether or not specifically called for without increase in the Contract Price or Contract Times.

1.5.3 Clarifications and interpretations of the Contract Documents shall be issued by Owner and A/E/CM as provided in Article 2.

1.5.4 The general character of the detailed work is shown on the Drawings. Any details shall be worked out in relation to their location and their connection to other parts of the Work. Where on any Drawing a portion of the Work is drawn out and the remainder is indicated in outline, the parts drawn out shall also apply to all other like portions of the Work. Where details or conditions are indicated but started only, such details or conditions shall be continued throughout the courses or parts in which they occur and shall also apply to all other similar parts in the Work unless otherwise indicated or specifically noted.

1.5.5 The mechanical and electrical drawings are diagrammatic, intending to show the general location, and the general arrangement of pipe, wiring, equipment, ductwork, conduit, and specialties, and do not necessarily show all required offsets, conditions, and appurtenances. All Work shall be coordinated and accurately laid out in cooperation by the trades to avoid conflicts and to obtain a neat workmanlike installation that affords maximum practical accessibility for operation, maintenance, and headroom.

1.5.6 The equipment and materials specified in the Contract Documents shall be furnished complete with all features and accessories necessary for the application(s) indicated in the Contract Documents and which are normally provided with such items (although all features of design and construction may not be specified in complete detail). Such features shall be subject to the approval of Owner and A/E/CM and shall include all standard accessories and appurtenances normally provided or which are required for safe operation.

1.5.7 Anything shown on the drawings and not mentioned in the specifications or mentioned in the specifications and not shown on the drawings shall have the same effect as if shown or mentioned respectively in both. Technical specifications take priority over general specifications and detail drawings take precedence over general drawings. Supplementary Conditions take precedence over General Conditions. Any conflict or inconsistency in the drawings shall be submitted by the Contractor to the A/E/CM, with a copy to the Owner, whose decision thereon shall be conclusive.

In case of conflict or inconsistency between the drawings and the specifications, the specifications shall govern.

1.5.8 Should any work or material be required which is not denoted in the drawings and specifications either directly or indirectly, but which is, nevertheless, necessary for the proper carrying out of the intent thereof, it is understood and agreed that the same is implied and required and that the Contractor shall perform such work and furnish such materials as fully as if they were completely delineated and prescribed.

1.5.9 The Contractor may be furnished additional instructions and detail drawings to carry out the work included in the Contract. The additional drawings and instructions thus supplied to the Contractor will coordinate with the Contract Documents and will be so prepared that they can be reasonably interpreted as a part thereof. The Contractor shall carry out the work in accordance with the additional detail drawings and instructions.

1.5.10 Most divisions of the Specifications and Drawing notes have been written in the so-called

“abbreviated” style in which phrases as “Contractor shall,” or “shall be,” etc., have been omitted.

Where the sense of the sentence or statement implies the inclusion of the above phrases, they shall be construed to be so included.

1.5.11 The Contract Documents comprise the entire agreement between Owner and Contractor concerning the Work, and supersede all prior negotiations, representations, or agreements, either written or oral.

1.5.12 Nothing contained in the Contract Documents shall create any contractual relationship between the

Owner, or any agent, consultant, or independent contractor employed by the Owner and any Subcontractor, Sub subcontractor, supplier or vendor of the Contractor, but the Owner shall be entitled to performance of all obligations intended for its benefit, and to enforcement thereof.

1.6 Execution of Contract Documents

1.6.1 The Contract Documents shall be signed by Owner and Contractor. If either Owner or Contractor, or both, do not sign all the Contract Documents, A/E/CM shall, upon request, identify such unsigned Contract Documents.

1.6.2 By executing the Contract, Contractor represents that it has visited the Site, become familiar with local conditions under which the Work is to be performed, correlated its observations with the requirements of the Contract Documents and performed such inspections, including but not limited to borings, test excavations, soil evaluations, and such other investigative efforts, as are necessary to become fully informed of any and all conditions that may affect performance of the Work.

Contractor shall not be relieved of responsibility to perform the Work pursuant to the Contract Documents by failure to participate in the pre-bid meeting, inspect the Site prior to bidding or acquaint itself with the Contract Documents and/or Site conditions. In such cases, Contractor shall remain obligated to complete the Contract for the Contract Price and in the Contract Times.

Contractor waives any claim for additional compensation or adjustment in the Contract Price or the Contract Times based on any changes or Claims arising out of Contractor’s failure to do so, regardless of the cause-in-fact of the change or Claim.

1.7 Commencement of Contract Times; Notice to Proceed

1.7.1 The Contract Times will commence to run on the day indicated in the Notice to Proceed. Owner will provide a Notice to Proceed at a reasonable time after the Effective Date of the Contract. In no event will Owner have any obligations or duties to Contractor under the Contract until the Notice to Proceed is issued.

1.7.2 If there is no Notice to Proceed, the Contract Times shall commence on the date of the Owner

Contractor Agreement or such other date as may be established by Change Order.

1.7.3 The Contractor shall not commence work or store materials or equipment on site until (i) a written Notice to Proceed is issued or until the Contractor otherwise receives the Owner's written consent and (ii) the delivery to Owner of Contractor’s certificates of insurance as required by and in conformance with Article 4. The Contractor shall commence work no later than ten (10) days after date of the Notice to Proceed.

1.7.4 The Contractor shall begin the Work on the date of commencement as defined herein. He/she shall carry the Work forward expeditiously with adequate forces and shall achieve Substantial and Final Completion as required by the Contract Documents.

1.8 Contract Discrepancies

1.8.1 Reporting Discrepancies

1.8.1.1 If, during the performance of the Work, Contractor discovers or reasonably should have discovered any conflict, error, omission, ambiguity, or discrepancy within the Contract Documents or between the Contract Documents (or any instruction of A/E/CM) and any provision of any Law or Regulation applicable to the performance of the Work or of any standard, specification, manual or code, or of any instruction of any Supplier, Contractor shall report it to A/E/CM and Owner in writing within forty-eight (48) hours after such conflict, error, omission, ambiguity, or discrepancy is, or should have been, discovered;

otherwise, Contractor waives any Claim for increase in the Contract Price or Contract Times as a result thereof. Contractor shall not proceed with the Work affected thereby until clarification, or amendment or supplement to the Contract Documents has been issued by one of the methods indicated in Section 9.1; provided, however, that

1.8.1.2 Since the Contract Documents are complementary, before starting each portion of the

Work, Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by Owner describing subsurface and physical conditions, legal limitations, and utility locations for the Site, and shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the Site affecting

it. Generally, service connections are not indicated on the Drawings. Contractor shall be responsible for discovery of existing underground installations in advance of excavating, boring, drilling or trenching, by contacting all local utilities and by prospecting. These obligations are for the purpose of facilitating construction by Contractor and for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents.

Any errors, omissions or inconsistencies discovered by Contractor shall be reported to Owner and A/E/CM in such form as Owner and A/E/CM may require and in accordance with Subsection 1.8.1.1.

1.8.2 Resolving Discrepancies

1.8.2.1 Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, omission, ambiguity, or discrepancy between the provisions of the Contract Documents and:

1.8.2.2 the provisions of any standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Contract Documents); or

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

1.9 Reuse of Documents

1.9.1 Contractor and any Subcontractor or Supplier or other individual or entity performing or furnishing any of the Work: (i) shall not have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of A/E/CM or A/E/CM’s Consultant, including electronic media editions; and (ii) shall not reuse any of such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of Owner and A/E/CM and specific written verification or adoption by A/E/CM. This prohibition shall survive final payment, completion, and acceptance of the Work, or termination or completion of the Contract. Nothing herein shall preclude Contractor from retaining one (1) copy of the Contract Documents for record purposes.

With the exception of such record set, all Contract Documents are to be returned or suitably accounted for to Owner or A/E/CM, on Owner’s behalf, upon request at the completion of the Work. Contractor agrees that all documents and Drawings prepared by or under the supervision of Contractor are “works for hire” owned solely by Owner. Submission or distribution of the Contract Documents to meet regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in abrogation of Owner’s common law copyrights or other reserved rights, in such works for hire.

1.9.2 The Contractor agrees that he/she will not publish, cause to be published, or otherwise disseminate any information of whatever nature relating to the Work being performed under this Contract, except as may be approved by the Owner in writing.

ARTICLE 2 – ARCHITECT/ENGINEER/CONSTRUCTION MANAGER

2.1 Representatives

2.1.1 A/E/CM will be Owner’s representative during the construction period. The duties and responsibilities and the limitations of authority of A/E/CM as Owner’s representative during construction are set forth in the Contract Documents and will not be changed without written consent of Owner and A/E/CM.

2.1.2 The A/E/CM, the Owner and other governmental representatives shall at all times have access to the Work wherever it is in preparation and progress. The Contractor shall provide facilities for such access so that the A/E/CM, the Owner and other governmental representatives may perform their functions under the Contract Documents.

2.1.3 If Owner and A/E/CM agree, A/E/CM will furnish a Resident Project Representative to assist

A/E/CM in providing more extensive observation of the Work. The responsibilities and authority and limitations thereon of any such Resident Project Representative and assistants will be as provided in Section 2.3 and in the Supplementary Conditions. If Owner designates another representative or agent to represent Owner at the Site who is not A/E/CM’s Consultant, agent or employee, the responsibilities and authority and limitations thereon of such other individual or entity will be as provided in Section 2.3 and in the Supplementary Conditions.

2.2 Administration of the Contract

2.2.1 Visits to Site:

2.2.1.1 A/E/CM will make visits to the Site at intervals appropriate to the various stages of construction as A/E/CM deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects of Contractor’s executed Work. Based on information obtained during such visits and observations, A/E/CM, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Contract Documents. A/E/CM will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. A/E/CM’s efforts are for Owner only and not for Contractor and are directed toward providing for Owner a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and observations, A/E/CM will keep Owner informed of the progress of the Work and will endeavor to guard Owner against defective Work.

2.2.1.2 The A/E/CM will immediately inform the Owner and Contractor whenever in the reasonable opinion of the A/E/CM any of the Work is proceeding contrary to the requirements of the Contract Documents and will be unacceptable. Failure of the Contractor to take corrective action to make the Work conform to the Contract Documents will subject the Contractor to any and all remedies available to the Owner, including, without limitation, termination pursuant to Article 12 hereof. Such notification by the A/E/CM will not be a cause for the Contractor to claim either delay of the Work or any increase in the Contract Sum.

2.2.1.3 A/E/CM’s visits and observations are subject to the limitations on A/E/CM’s authority and responsibility set forth in Section 2.3. Particularly, but without limitation, during or as a result of A/E/CM’s visits or observations of Contractor’s Work A/E/CM will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with applicable Laws and Regulations.

2.2.2 Clarifications and Interpretations

A/E/CM will issue with reasonable promptness such written clarifications or interpretations of the requirements of the Contract Documents as A/E/CM may determine necessary, which shall be consistent with the intent of and reasonably inferable from the Contract Documents. Either party to the Contract may make written request to the A/E/CM for such interpretations. All interpretations of the A/E/CM shall be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing and/or in the form of drawings. Such written clarifications and interpretations will be binding on Contractor. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, that should be allowed as a result of a written clarification or interpretation, a Claim may be made therefor as provided in Section 9.12.

2.2.3 Authorized Variation in Work

A/E/CM may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on Owner and Contractor, who shall promptly perform the Work involved. A/E/CM will obtain Owner’s and Contractor’s signature on all Field Orders which will contain an acknowledgment by Contractor that the Field Order does not involve an adjustment in the Contract Price or in the Contract Times. If the Contractor considers the Field Order a change to the Contract Sum or Contract Time, the Contractor shall submit a Proposed Change Order within ten (10) calendar days from the issuance date of the Field Order.

2.2.4 Rejecting Defective Work

A/E/CM will have authority to disapprove or reject Work which A/E/CM believes to be defective, or that A/E/CM believes will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. A/E/CM will also have authority to require special inspection or testing of the Work as provided in Section 7.1, whether or not the Work is fabricated, installed, or completed.

2.2.5 Determinations for Unit Price Work

With regard to unit price items of the Work identified in the Contract Documents, any individual item of work that, when the quantity is multiplied by the unit price, is in excess of five (5) percent of the Contract Sum upon Contract execution, or if such unit price item has been designed a “Major Item” in the Bidding Documents, the quantity of such unit price items may not be exceeded without the express written approval of the County, which approval must be provided in advance of Contractor’s exceeding the unit quantity. A/E/CM will determine the actual quantities and classifications of Unit Price Work performed by Contractor. A/E/CM will review with Contractor A/E/CM’s preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Contractor expressly waives its right to claim for any increase in quantity, and any associated compensation, for any unit price quantity changes subject to this Section 2.2 unless Contractor seeks (by written notice to County) and receives written approval from County to perform the additional quantity of work. Contractor assumes sole risk, including any additional costs, associated with exceeding the unit quantities identified by this Section 2.2 unless the notice required herein has been provided prior to performance of the additional quantities of work.

2.2.6 Decisions on Requirements of Contract Documents and Acceptability of Work

2.2.6.1 A/E/CM will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes and other matters relating to the acceptability of the Work, the quantities and classifications of Unit Price Work, the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work, and Claims seeking changes in the Contract Price or Contract Times, including those claims alleging an error or omission by A/E/CM, shall be referred initially to A/E/CM in writing, in accordance with the provisions of Section 9.12, with a request for a formal decision. A/E/CM shall render initial decisions on claims, disputes, or other matters in question between Owner and Contractor as provided in the Contract

2.2.6.2 When functioning as interpreter and judge under this Section 2.2, A/E/CM will not show partiality to Owner or Contractor and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. The rendering of a decision by A/E/CM pursuant to this Section 2.2 with respect to any such Claim, dispute, or other matter (except any which have been waived) is a condition precedent to any exercise by Contractor of such rights or remedies as Contractor may otherwise have under the Contract Documents or by Laws and Regulations in respect of any such Claim, dispute, or other matter.

2.3 Limitations on A/E/CM’s Authority and Responsibilities

2.3.1 Neither A/E/CM’s authority or responsibility under Article 2 or under any other provision of the Contract Documents, nor any decision made by A/E/CM in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by A/E/CM shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by A/E/CM to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them.

2.3.2 A/E/CM will not supervise, direct, control, or have authority over or be responsible for Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. A/E/CM will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents.

2.3.3 A/E/CM will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any

Supplier, or of any other individual or entity performing any of the Work.

2.3.4 Notwithstanding anything to the contrary contained herein, Contractor expressly agrees that A/E/CM has no authority to make any changes in the scope, quantities of work, or to the terms and conditions of the Contract Documents.