GENERAL

CONDITIONS

EJCDC C-700 Standard General Conditions of the Construction Contract.

Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved.

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This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the

Controlling Law.

STANDARD

GENERAL CONDITIONS

OF THE

CONSTRUCTION CONTRACT

Prepared by

ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE

and

Issued and Published Jointly By

PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE

a practice division of the

NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS

AMERICAN COUNCIL OF ENGINEERING COMPANIES

AMERICAN SOCIETY OF CIVIL ENGINEERS

This document has been approved and endorsed by

The Associated General Contractors of America

Construction Specifications Institute

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Copyright ©2002

National Society of Professional Engineers

1420 King Street, Alexandria, VA 22314

American Council of Engineering Companies

1015 15th Street, N.W., Washington, DC 20005

American Society of Civil Engineers

1801 Alexander Bell Drive, Reston, VA 20191-4400

These General Conditions have been prepared for use with the Suggested Forms of Agreement Between Owner and

Contractor Nos. C-520 or C-525 (2002 Editions). Their provisions are interrelated and a change in one may necessitate a change in the other. Comments concerning their usage are contained in the EJCDC Construction Documents, General and

Instructions (No. C-001) (2002 Edition). For guidance in the preparation of Supplementary Conditions, see Guide to the

Preparation of Supplementary Conditions (No. C-800) (2002 Edition).

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TABLE OF CONTENTS

Page

ARTICLE 1 - DEFINITIONS AND TERMINOLOGY

1.01 Defined Terms

1.02 Terminology

ARTICLE 2 - PRELIMINARY MATTERS

2.01 Delivery of Bonds and Evidence of Insurance

2.02 Copies of Documents

2.03 Commencement of Contract Times; Notice to Proceed

2.04 Starting the Work

2.05 Before Starting Construction

2.06 Preconstruction Conference

2.07 Initial Acceptance of Schedules

ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE

3.01 Intent

3.02 Reference Standards

3.03 Reporting and Resolving Discrepancies

3.04 Amending and Supplementing Contract Documents

3.05 Reuse of Documents

3.06 Electronic Data

ARTICLE 4 - AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS

ENVIRONMENTAL CONDITIONS; REFERENCE POINTS

4.01 Availability of Lands

4.02 Subsurface and Physical Conditions

4.03 Differing Subsurface or Physical Conditions

4.04 Underground Facilities

4.05 Reference Points

4.06 Hazardous Environmental Condition at Site

ARTICLE 5 - BONDS AND INSURANCE

5.01 Performance, Payment, and Other Bonds

5.02 Licensed Sureties and Insurers

5.03 Certificates of Insurance

5.04 Contractor’s Liability Insurance

5.05 Owner’s Liability Insurance

5.06 Property Insurance

5.07 Waiver of Rights

5.08 Receipt and Application of Insurance Proceeds

5.09 Acceptance of Bonds and Insurance; Option to Replace

5.10 Partial Utilization, Acknowledgment of Property Insurer

ARTICLE 6 - CONTRACTOR’S RESPONSIBILITIES

6.01 Supervision and Superintendence

6.02 Labor; Working Hours

6.03 Services, Materials, and Equipment

6.04 Progress Schedule

6.05 Substitutes and “Or-Equals”

6.06 Concerning Subcontractors, Suppliers, and Others

6.07 Patent Fees and Royalties

6.08 Permits

6.09 Laws and Regulations

6.10 Taxes

6.11 Use of Site and Other Areas

6.12 Record Documents

6.13 Safety and Protection

6.14 Safety Representative

6.15 Hazard Communication Programs

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6.16 Emergencies

6.17 Shop Drawings and Samples

6.18 Continuing the Work

6.19 Contractor’s General Warranty and Guarantee

6.20 Indemnification

6.21 Delegation of Professional Design Services

ARTICLE 7 - OTHER WORK AT THE SITE

7.01 Related Work at Site

7.02 Coordination

7.03 Legal Relationships

ARTICLE 8 - OWNER’S RESPONSIBILITIES

8.01 Communications to Contractor

8.02 Replacement of Engineer

8.03 Furnish Data

8.04 Pay When Due

8.05 Lands and Easements; Reports and Tests

8.06 Insurance

8.07 Change Orders

8.08 Inspections, Tests, and Approvals

8.09 Limitations on Owner’s Responsibilities

8.10 Undisclosed Hazardous Environmental Condition

8.11 Evidence of Financial Arrangements

ARTICLE 9 - ENGINEER’S STATUS DURING CONSTRUCTION

9.01 Owner’s Representative

9.02 Visits to Site

9.03 Project Representative

9.04 Authorized Variations in Work

9.05 Rejecting Defective Work

9.06 Shop Drawings, Change Orders and Payments

9.07 Determinations for Unit Price Work

9.08 Decisions on Requirements of Contract Documents and Acceptability of Work

9.09 Limitations on Engineer’s Authority and Responsibilities

ARTICLE 10 - CHANGES IN THE WORK; CLAIMS

10.01 Authorized Changes in the Work

10.02 Unauthorized Changes in the Work

10.03 Execution of Change Orders

10.04 Notification to Surety

10.05 Claims

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

11.01 Cost of the Work

11.02 Allowances

11.03 Unit Price Work

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

12.01 Change of Contract Price

12.02 Change of Contract Times

12.03 Delays

ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK

13.01 Notice of Defects

13.02 Access to Work

13.03 Tests and Inspections

13.04 Uncovering Work

13.05 Owner May Stop the Work

13.06 Correction or Removal of Defective Work

13.07 Correction Period

13.08 Acceptance of Defective Work

13.09 Owner May Correct Defective Work

ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION

14.01 Schedule of Values

14.02 Progress Payments

14.03 Contractor’s Warranty of Title

14.04 Substantial Completion

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14.05 Partial Utilization

14.06 Final Inspection

14.07 Final Payment

14.08 Final Completion Delayed

14.09 Waiver of Claims

ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION

15.01 Owner May Suspend Work

15.02 Owner May Terminate for Cause

15.03 Owner May Terminate For Convenience

15.04 Contractor May Stop Work or Terminate

ARTICLE 16 - DISPUTE RESOLUTION

16.01 Methods and Procedures

ARTICLE 17 - MISCELLANEOUS

17.01 Giving Notice

17.02 Computation of Times

17.03 Cumulative Remedies

17.04 Survival of Obligations

17.05 Controlling Law

17.06 Headings

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GENERAL CONDITIONS

ARTICLE 1 - DEFINITIONS AND TERMINOLOGY

1.01 Defined Terms

A. Wherever used in the Bidding Requirements or Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Contract

Documents include references to identified articles and paragraphs, and the titles of other documents or forms.

1. Addenda--Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed

Contract Documents.

2. Agreement--The written instrument which is evidence of the agreement between Owner and Contractor covering the Work.

3. Application for Payment--The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract

Documents.

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

Health Administration.

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

6. Bidder--The individual or entity who submits a Bid directly to Owner.

7. Bidding Documents--The Bidding

Requirements and the proposed Contract Documents

(including all Addenda).

8. Bidding Requirements--The Advertisement or

Invitation to Bid, Instructions to Bidders, bid security of acceptable form, if any, and the Bid Form with any supplements.

9. Change Order--A document recommended by

Engineer 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

Agreement.

10. Claim--A demand or assertion by Owner or

Contractor seeking an adjustment of Contract Price or

Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim.

11. Contract--The entire and integrated written agreement between the Owner and Contractor concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral.

12. Contract Documents-- Those items so designated in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract

Documents. Approved Shop Drawings, other Contractor’s submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents.

13. Contract Price--The moneys payable by

Owner to Contractor for completion of the Work in accordance with the Contract Documents as stated in the

Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work).

14. Contract Times--The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any, (ii) achieve Substantial Completion; and (iii) com-plete the Work so that it is ready for final payment as evidenced by Engineer’s written recommendation of final payment.

15. Contractor--The individual or entity with whom Owner has entered into the Agreement.

16. Cost of the Work--See Paragraph 11.01.A for definition.

17. Drawings--That part of the Contract

Documents prepared or approved by Engineer 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.

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

19. Engineer--The individual or entity named as such in the Agreement.

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20. Field Order--A written order issued by

Engineer which requires minor changes in the Work but which does not involve a change in the Contract Price or the Contract Times.

21. General Requirements--Sections of Division

1 of the Specifications. The General Requirements pertain to all sections of the Specifications.

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.

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.

24. Laws and Regulations; Laws or Regulations-

-Any and all applicable laws, rules, regulations, ordinanc-es, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction.

25. Liens--Charges, security interests, or encumbrances upon Project funds, real property, or personal property.

26. Milestone--A principal event specified in the

Contract Documents relating to an intermediate comple-tion date or time prior to Substantial Completion of all the

Work.

27. Notice of Award--The written notice by

Owner to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, Owner will sign and deliver the

Agreement.

28. Notice to Proceed--A written notice given by

Owner to Contractor fixing the date on which the Con-tract Times will commence to run and on which

Contractor shall start to perform the Work under the

29. Owner--The individual or entity with whom

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

30. PCBs--Polychlorinated biphenyls.

31. Petroleum--Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and

14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-Hazardous Waste and crude oils.

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

33. Project--The total construction of which the

Work to be performed under the Contract Documents may be the whole, or a part.

34. 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.

35. Radioactive Material--Source, special nucle-ar, or byproduct material as defined by the Atomic Energy

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

36. Related Entity -- An officer, director, partner, employee, agent, consultant, or subcontractor.

37. Resident Project Representative--The autho-rized representative of Engineer who may be assigned to the Site or any part thereof.

38. 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.

39. Schedule of Submittals--A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities.

40. Schedule of Values--A schedule, prepared and maintained by Contractor, allocating portions of the

Contract Price to various portions of the Work and used as the basis for reviewing Contractor’s Applications for

Payment.

41. 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.

42. 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.

43. Specifications--That part of the Contract

Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain

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44. Subcontractor--An individual or entity having a direct contract with Contractor or with any other

Subcontractor for the performance of a part of the Work at the Site.

45. Substantial Completion--The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the

Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof.

46. Successful Bidder--The Bidder submitting a responsive Bid to whom Owner makes an award.

47. Supplementary Conditions--That part of the

Contract Documents which amends or supplements these

General Conditions.

48. Supplier--A manufacturer, fabricator, suppli-er, 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.

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

50. Unit Price Work--Work to be paid for on the basis of unit prices.

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

52. Work Change Directive--A written statement to Contractor issued on or after the Effective Date of the

Agreement and signed by Owner and recommended by

Engineer ordering an addition, deletion, or revision in the

Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emergencies. A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the change ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times.

1.02 Terminology

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

Documents, have the following meaning.

B. Intent of Certain Terms or Adjectives

1. The Contract Documents include the terms “as allowed,” “as approved,” “as ordered”, “as directed” or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives “reasonable,” “suitable,” “acceptable,”

“proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of

Engineer as to the Work. It is intended that such exercise of professional judgment, action or determination will be solely to evaluate, in general, the Work for compliance with the requirements of and information in the Contract

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

C. Day

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

D. Defective

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

a. does not conform to the Contract Documents, or

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

c. has been damaged prior to Engineer’s -recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Paragraph 14.04 or 14.05).

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E. Furnish, Install, Perform, Provide

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

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

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

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

Contractor, “provide” is implied.

F. Unless stated otherwise in the Contract Docu-ments, 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.

ARTICLE 2 - PRELIMINARY MATTERS

2.01 Delivery of Bonds and Evidence of Insurance

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

B. Evidence of Insurance: Before any Work at the Site is started, Contractor and Owner shall each deliver to the other, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance which either of them or any additional insured may reasonably request) which Contractor and Owner respectively are required to purchase and maintain in accordance with Article 5.

2.02 Copies of Documents

A. Owner shall furnish to Contractor up to ten printed or hard copies of the Drawings and Project

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

2.03 Commencement of Contract Times; Notice to

Proceed

A. The Contract Times will commence to run on the thirtieth day after the Effective Date of the Agreement or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within 30 days after the Effective Date of the

Agreement. In no event will the Contract Times com-mence to run later than the sixtieth day after the day of

Bid opening or the thirtieth day after the Effective Date of the Agreement, whichever date is earlier.

2.04 Starting the Work

A. Contractor shall start to perform the Work on the date when the Contract Times commence to run. No

Work shall be done at the Site prior to the date on which the Contract Times commence to run.

2.05 Before Starting Construction

A. Preliminary Schedules: Within 10 days after the Effective Date of the Agreement (unless otherwise specified in the General Requirements), Contractor shall submit to Engineer for timely review:

1. a preliminary Progress Schedule; indicating the times (numbers of days or dates) for starting and completing the various stages of the Work, including any

Milestones specified in the Contract Documents;

2. a preliminary Schedule of Submittals; and

3. a preliminary Schedule of Values for all of the

Work which includes quantities and prices of items which when added together equal the Contract Price and subdi-vides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Such prices will include an appropriate amount of overhead and profit applicable to each item of Work.

2.06 Preconstruction Conference

A. Before any Work at the Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in Paragraph 2.05.A, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, and maintaining required records.

2.07 Initial Acceptance of Schedules

A. At least 10 days before submission of the first

Application for Payment a conference attended by

Contractor, Engineer, and others as appropriate will be held to review for acceptability to Engineer as provided below the schedules submitted in accordance with

Paragraph 2.05.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer.

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1. The Progress Schedule will be acceptable to

Engineer if it provides an orderly progression of the Work to completion within the Contract Times. Such acceptance will not impose on Engineer responsibility for the

Progress Schedule, for sequencing, scheduling, or progress of the Work nor interfere with or relieve

Contractor from Contractor’s full responsibility therefor.

2. Contractor’s Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals.

3. Contractor’s Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to component parts of the Work.

ARTICLE 3 - CONTRACT DOCUMENTS: INTENT,

AMENDING, REUSE

3.01 Intent

A. The Contract Documents are complementary;

what is required by one is as binding as if required by all.

B. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Docu-ments. Any labor, documentation, services, materials, or equipment that may reasonably be inferred from the

Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be provided whether or not specifically called for at no additional cost to Owner.

C. Clarifications and interpretations of the

Contract Documents shall be issued by Engineer as provided in Article 9.

3.02 Reference Standards

A. Standards, Specifications, Codes, Laws, and

Regulations

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 Regula-tions in effect at the time of opening of Bids (or on the

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

2. No provision of any such standard, specification, manual or code, or any instruction of a

Supplier shall be effective to change the duties or responsibilities of Owner, Contractor, or Engineer, or any of their subcontractors, consultants, agents, or employees from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to

Owner, or Engineer, or any of, their Related Entities, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake respon-sibility inconsistent with the provisions of the Contract

3.03 Reporting and Resolving Discrepancies

A. Reporting Discrepancies

1. Contractor’s Review of Contract Documents

Before Starting Work: Before undertaking each part of the

Work, Contractor shall carefully study and compare the

Contract Documents and check and verify pertinent figures therein and all applicable field measurements.

Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy which

Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any Work affected thereby.

2. Contractor’s Review of Contract Documents

During Performance of Work: If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents or between the Contract Documents and 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 promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 6.16.A) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in

Paragraph 3.04.

3. Contractor shall not be liable to Owner or

Engineer for failure to report any conflict, error, ambigu-ity, or discrepancy in the Contract Documents unless

Contractor knew or reasonably should have known thereof.

B. Resolving Discrepancies

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

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

a. the provisions of any standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the

Contract Documents); or

b. the provisions of any Laws or Regulations applicable to the performance of the Work

00700 - 10

(unless such an interpretation of the provisions of the Contract Documents would result in viola-tion of such Law or Regulation).

3.04 Amending and Supplementing Contract

Documents

A. The Contract Documents may be amended to provide for additions, deletions, and revisions in the Work or to modify the terms and conditions thereof by either a

Change Order or a Work Change Directive.

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

1. A Field Order;

2. Engineer’s approval of a Shop Drawing or

Sample; (Subject to the provisions of Paragraph

6.17.D.3); or

3. Engineer’s written interpretation or clarification.

3.05 Reuse of Documents

A. Contractor and any Subcontractor or Supplier or other individual or entity performing or furnishing all of the Work under a direct or indirect contract with

Contractor, shall not:

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

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

B. The prohibition of this Paragraph 3.05 will survive final payment, or termination of the Contract.

Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes.

3.06 Electronic Data

A. Copies of data furnished by Owner or

Engineer to Contractor or Contractor to Owner or

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

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

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

ARTICLE 4 - AVAILABILITY OF LANDS;

SUBSURFACE AND PHYSICAL CONDITIONS;

HAZARDOUS ENVIRONMENTAL CONDITIONS;

REFERENCE POINTS

4.01 Availability of Lands

A. Owner shall furnish the Site. Owner shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the

Site with which Contractor must comply in performing the Work. Owner will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. If Contractor and Owner are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or

Contract Times, or both, as a result of any delay in

Owner’s furnishing the Site or a part thereof, Contractor may make a Claim therefor as provided in Paragraph

10.05.

B. Upon reasonable written request, Owner shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the

Work is to be performed and Owner’s interest therein as necessary for giving notice of or filing a mechanic's or construction lien against such lands in accordance with applicable Laws and Regulations.

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

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4.02 Subsurface and Physical Conditions

A. Reports and Drawings: The Supplementary

Conditions identify:

1. those reports of explorations and tests of subsurface conditions at or contiguous to the Site that

Engineer has used in preparing the Contract Documents;

and

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

B. Limited Reliance by Contractor on Technical

Data Authorized: Contractor may rely upon the general accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not

Contract Documents. Such “technical data” is identified in the Supplementary Conditions. Except for such reliance on such “technical data,” Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to:

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

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

3. any Contractor interpretation of or conclusion drawn from any "technical data" or any such other data, interpretations, opinions, or information.

4.03 Differing Subsurface or Physical Conditions

A. Notice: If Contractor believes that any subsur-face or physical condition at or contiguous to the Site that is uncovered or revealed either:

1. is of such a nature as to establish that any

“technical data” on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or

2. is of such a nature as to require a change in the

Contract Documents; or

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

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

then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connec-tion therewith (except in an emergency as required by

Paragraph 6.16.A), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except as aforesaid) until receipt of written order to do so.

B. Engineer’s Review: After receipt of written notice as required by Paragraph 4.03.A, Engineer will promptly review the pertinent condition, determine the necessity of Owner's obtaining additional exploration or tests with respect thereto, and advise Owner in writing

(with a copy to Contractor) of Engineer’s findings and conclusions.

C. Possible Price and Times Adjustments

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

subject, however, to the following:

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

and

b. with respect to Work that is paid for on a Unit

Price Basis, any adjustment in Contract Price will be subject to the provisions of Paragraphs

9.07 and 11.03.

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

a. Contractor knew of the existence of such conditions at the time Contractor made a final commitment to Owner with respect to Contract

Price and Contract Times by the submission of a

Bid or becoming bound under a negotiated contract; or

b. the existence of such condition could reasonably have been discovered or revealed as a result of any examination, investigation, explo-ration, test, or study of the Site and contiguous areas required by the Bidding Requirements or

Contract Documents to be conducted by or for

Contractor prior to Contractor's making such final commitment; or

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

3. If 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, a Claim may be made therefor as provided in

Paragraph 10.05. However, Owner and Engineer, and any of their Related Entities shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by

Contractor on or in connection with any other project or anticipated project.

4.04 Underground Facilities

A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to Owner or Engineer by the owners of such

Underground Facilities, including Owner, or by others.

Unless it is otherwise expressly provided in the Sup-plementary Conditions:

1. Owner and Engineer shall not be responsible for the accuracy or completeness of any such information or data; and

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

a. reviewing and checking all such information and data,

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

c. coordination of the Work with the owners of such Underground Facilities, including Owner, during construction, and

d. the safety and protection of all such Under-ground Facilities and repairing any damage thereto resulting from the Work.

B. Not Shown or Indicated

1. If an Underground Facility is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any

Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), identify the owner of such

Underground Facility and give written notice to that owner and to Owner and Engineer. Engineer will promptly review the Underground Facility and determine the extent, if any, to which a change is required in the

Contract Documents to reflect and document the consequences of the existence or location of the Under-ground Facility. During such time, Contractor shall be responsible for the safety and protection of such

Underground Facility.

2. If Engineer concludes that a change in the

Contract Documents is required, a Work Change

Directive or a Change Order will be issued to reflect and document such consequences. An equitable adjustment shall be made in the Contract Price or Contract Times, or both, to the extent that they are attributable to the existence or location of any Underground Facility that was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract Documents and that Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated.

If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment in Contract Price or Contract Times, Owner or Contractor may make a Claim therefor as provided in Paragraph 10.05.

4.05 Reference Points

A. Owner shall provide engineering surveys to establish reference points for construction which in

Engineer’s judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations without the prior written approval of Owner. Contractor shall report to

Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by professionally qualified personnel.

4.06 Hazardous Environmental Condition at Site

A. Reports and Drawings: Reference is made to the Supplementary Conditions for the identification of those reports and drawings relating to a Hazardous

Environmental Condition identified at the Site, if any, that have been utilized by the Engineer in the preparation of the Contract Documents.

B. Limited Reliance by Contractor on Technical

Data Authorized: Contractor may rely upon the general accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not

Contract Documents. Such “technical data” is identified in the Supplementary Conditions. Except for such reliance on such “technical data,” Contractor may not rely upon or make any claim against Owner or Engineer, or any of their Related Entities with respect to:

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1. the completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by

Contractor and safety precautions and programs incident thereto; or

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

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

C. Contractor shall not be responsible for any

Hazardous Environmental Condition uncovered or re-vealed at the Site which was not shown or indicated in

Drawings or Specifications or identified in the Contract

Documents to be within the scope of the Work.

Contractor shall be responsible for a Hazardous

Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible.

D. If Contractor encounters a Hazardous

Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous

Environmental Condition, Contractor shall immediately:

(i) secure or otherwise isolate such condition; (ii) stop all

Work in connection with such condition and in any area affected thereby (except in an emergency as required by

Paragraph 6.16.A); and (iii) notify Owner and Engineer

(and promptly thereafter confirm such notice in writing).

Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condition or take corrective action, if any.

E. Contractor shall not be required to resume

Work in connection with such condition or in any affected area until after Owner has obtained any required permits related thereto and delivered to Contractor written notice:

(i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work; or

(ii) specifying any special conditions under which such

Work may be resumed safely. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or

Contract Times, or both, as a result of such Work stop-page or such special conditions under which Work is agreed to be resumed by Contractor, either party may make a Claim therefor as provided in Paragraph 10.05.

F. If after receipt of such written notice

Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then

Owner may order the portion of the Work that is in the area affected by such condition to be deleted from the

Work. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of an adjustment in Contract Price or Contract Times as a result of deleting such portion of the Work, then either party may make a Claim therefor as provided in Paragraph

10.05. Owner may have such deleted portion of the Work

performed by Owner’s own forces or others in accordance with Article 7.

G. To the fullest extent permitted by Laws and

Regulations, Owner shall indemnify and hold harmless

Contractor, Subcontractors, and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages

(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous

Environmental Condition, provided that such Hazardous

Environmental Condition: (i) was not shown or indicated in the Drawings or Specifications or identified in the

Contract Documents to be included within the scope of the Work, and (ii) was not created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06. G shall obligate Owner to indemnify any individual or entity from and against the conse-quences of that individual’s or entity’s own negligence.

H. To the fullest extent permitted by Laws and

Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.H shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual’s or entity’s own negligence.

I. The provisions of Paragraphs 4.02, 4.03, and

4.04 do not apply to a Hazardous Environmental

Condition uncovered or revealed at the Site.

ARTICLE 5 - BONDS AND INSURANCE

5.01 Performance, Payment, and Other Bonds

A. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the

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

Contract Documents. These bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified

00700 - 14 in Paragraph 13.07, whichever is later, except as provided otherwise by Laws or Regulations or by the Contract

Documents. Contractor shall also furnish such other bonds as are required by the Contract Documents.

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

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

Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Compa-nies” as published in Circular 570 (amended) by the

Financial Management Service, Surety Bond Branch, U.S.

Department of the Treasury. All bonds signed by an agent must be accompanied by a certified copy of the agent’s authority to act.

C. If the surety on any bond furnished by

Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of Paragraph 5.01.B, Contractor shall promptly notify Owner and Engineer and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01.B and

5.02.

5.02 Licensed Sureties and Insurers

A. All bonds and insurance required by the

Contract Documents to be purchased and maintained by

Owner or Contractor shall be obtained from surety or insurance companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions.

5.03 Certificates of Insurance

A. Contractor shall deliver to Owner, with copies to each additional insured identified in the Supplementary

Conditions, certificates of insurance (and other evidence of insurance requested by Owner or any other additional insured) which Contractor is required to purchase and…