GENERAL CONDITIONS CONSTRUCTION IDIQ

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Table of Contents

GENERAL TERMS AND CONDITIONS

ARTICLE 1 DEFINITIONS

ARTICLE 2 FIELD ORDERS

ARTICLE 3 SCHEDULES, REPORTS AND RECORDS

ARTICLE 4 CONTRACT DOCUMENTS

ARTICLE 5 CONTRACTOR'S SUBMITTALS

ARTICLE 6 MATERIALS, SERVICES AND FACILITIES

ARTICLE 7 INSPECTION AND TESTING

ARTICLE 8 SUBSTITUTIONS

ARTICLE 9 PATENTS

ARTICLE 10 SURVEYS, PERMITS, REGULATIONS

ARTICLE 11 PROTECTION OF WORK, PROPERTY AND PERSONS

ARTICLE 12 SUPERVISION BY CONTRACTOR

ARTICLE 13 CHANGE ORDERS

ARTICLE 14 CHANGES IN CONTRACT PRICE AND TIME

ARTICLE 15 TIME FOR SUBSTANTIAL COMPLETION AND LIQUIDATED DAMAGES

ARTICLE 16 CORRECTION OF WORK

ARTICLE 17 CHANGED CONDITIONS

ARTICLE 18 PHYSICAL DATA

ARTICLE 19 SUSPENSION OF WORK AND TERMINATION

ARTICLE 20 USE OF THE PREMISES

ARTICLE 21 SUBSTANTIAL COMPLETION

ARTICLE 22 PAYMENTS TO THE CONTRACTOR

ARTICLE 23 ACCEPTANCE OF FINAL PAYMENT AS RELEASE

ARTICLE 24 INSURANCE

ARTICLE 25 CONTRACT SECURITY

ARTICLE 26 ASSIGNMENTS

ARTICLE 27 INDEMNIFICATION

ARTICLE 28 SEPARATE CONTRACTS

ARTICLE 29 SUBCONTRACTING

ARTICLE 30 ENGINEER'S AND INSPECTOR'S AUTHORITY

ARTICLE 31 GUARANTEE

ARTICLE 32 CLAIMS AND DISPUTES

ARTICLE 33 TAXES

ARTICLE 34 ETHICS

ARTICLE 35 BRIBES

ARTICLE 36 ABUSE, USE, SALE OR POSSESSION OF DRUGS OR INTOXICANTS

ARTICLE 37 SEXUAL HARASSMENT

ARTICLE 38 DEBARMENT AND SUSPENSION

ARTICLE 39 NONDISCRIMINATION POLICY

ARTICLE 40 ACCESS TO WSSC FACILITIES AND INFRASTRUCTURE

ARTICLE 41 CONTRACTOR PERFORMANCE EVALUATION

ARTICLE 42 PERSONAL INFORMATION PROTECTION

ARTICLE 43 RIGHT TO AUDIT

ARTICLE 44 PROHIBITION AGAINST COST PLUS PERCENTAGE OF COST CONTRACTS AND

SUBCONTRACTS

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GENERAL TERMS AND CONDITIONS

ARTICLE 1 DEFINITIONS

Wherever used in these General Conditions, the following terms shall have the meanings indicated, which shall be applicable to both the singular and plural thereof.

1.1 Addenda - Written or graphic instruments issued prior to the Bid Opening, which modify or interpret the Contract Documents.

1.2 Amendments - Written or graphic instruments executed after Bid Opening, which modify or Interpret the Contract Documents.

1.3 Approval - Written approval from the Engineer.

1.4 Bid - The offer or proposal of the Bidder submitted in the prescribed manner on the prescribed form setting forth the prices for the Work to be performed as described in the Contract Documents.

1.5 Bidder - Any person, firm or corporation submitting a Bid for the Work.

1.6 Bonds - Bid Bond, Performance Bonds, Labor and Material Payment Bonds, Maintenance Bonds, and other instruments of security furnished by the Contractor and his surety in accordance with the Contract Documents.

1.7 Claim - A demand which seeks the payment of money, an adjustment of time, an adjustment or interpretation of any provision of the Contract Documents, or other relief arising under or relating to this Contract, including without limitation, controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification or rescission.

1.8 Commission - The Washington Suburban Sanitary Commission (WSSC), the Owner.

1.9 Construction Easement - The right, acquired through formally executed permission of the property owner, permitting the Commission to use a clearly defined strip or parcel of land across the property of others temporarily during the period of initial construction of a specified utility or facility.

1.10 Contract Documents - The Contract, including WSSC's Procurement Regulations, the Solicitation, Invitation for Bids, Bonds, Notice of Award, Notice to Proceed, Change Orders, Field Orders, Drawings, Certificate of Substantial Completion, Certificate of Final Acceptance, Specifications, these General Conditions, Special Conditions, Standard Details, Amendments, Addenda, Contract Execution Page, Appendix A from the Solicitation, Appendix B from the Solicitation, Appendix C Submissions, and Federal Contract Provisions when required.

1.11 Contract Price - The total monies payable to the Contractor under the terms and conditions of the Contract Documents.

1.12 Contract Time - The specific date or the number of calendar days stated in the Contract Documents for the substantial completion of the Work.

1.13 Contractor - The person, firm or corporation with whom the Commission has executed the Contract

1.14 Contractor's Submittals - Shall include but not be limited to all shop, layout and working drawings, diagrams, illustrations, catalog data, brochures, calculations, and other data which are prepared by the Contractor, a Subcontractor, manufacturer, supplier or distributor, which illustrate how specific portions of the Work shall be fabricated or installed.

1.15 Day - A calendar day of 24 hours lasting from midnight one day to midnight the next day.

1.16 Drawings - The part of the Contract Documents which show the characteristics and scope of the

Work to be performed and which have been prepared by or for the Commission. The term is used interchangeably with the word "Plans" and includes Standard Details, and Specifications.

1.17 Engineer - The authorized agent of the Commission, acting within the scope of their authority or delegated authority and the particular duties assigned.

1.18 Environmental Pollution - Presence and action of physical, chemical, biological, and human agents that adversely affect individual and community health and welfare; unfavorably alter or destroy ecosystems of importance to man; or degrade significant aesthetic and recreational values.

1.19 Federal Contract Provisions - Are federal contract provisions which are required to be included in the Contract by the federal government.

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1.20 Field Order - A written order to the Contractor issued during construction by the Engineer for interpretations, clarifications, directives and other instructions as to the intent of the Contract Documents.

1.21 Final Completion - That date as certified by the Engineer when all Work contained in the Contract Documents has been completed, including outstanding items of Work that were not required by the Engineer for the Certificate of Substantial Completion.

1.22 General Conditions - The Articles included in this document.

1.23 Inspector - The authorized representative of the Commission assigned to make detailed inspection of any or all portions of the Work or materials.

1.24 Invitation for Bids - Has the same definition as WSSC Code of Regulations, Title 6, Chapter 6.15.070(oo).

1.25 Latent Defect - A hidden defect in the Work that reasonably careful inspection could not reveal prior to the expiration of the maintenance bond.

1.26 Manufacturer - Any person or organization who changes the form of a commodity or creates a new commodity and supplies it for the Work at any tier, but who does not perform labor at the site.

1.27 Notice to Proceed - Written communication issued by the Commission to the Contractor authorizing him to proceed with the Work and establishing the dates of commencement and substantial completion of the Work.

1.28 Or Equal - A material, article or method is specified or described by using the name of a proprietary product or name of a particular manufacturer or vendor in the Contract Documents and gives the Contractor an opportunity to provide an equal substitution.

Materials, articles or methods deemed equal by the Contractor which he proposes to incorporate into the Work shall be submitted with his bid in accordance with requirements set forth in the Contract Documents.

1.29 Pollutant - Any chemical or physical substance that when introduced into a natural aquatic, atmospheric or soil system will cause adverse impact on that system. Includes grease, oil, bitumens, sewage, salts, adhesives, fuels and, when considering aquatic or atmospheric systems, soil.

1.30 Project - The undertaking to be performed as provided in the Contract Documents.

1.31 Proper Invoice - A payment estimate which has been approved as correct by the

Engineer with respect to quantity, price, delivery, lawfully deducted sums, and supporting documentation which may be required by the Contract Documents.

1.32 Provide - Means furnish and install, complete in place.

1.33 Public Utilities Easement (PUE) - An easement established, by document and dedication by recordation of a plat of subdivision, to permit the construction, maintenance, and operation of the utilities for gas, electric, telephone and cable companies. Commission facilities are not included.

1.34 Right of Way - The right, acquired by a legally executed and recorded document, permitting the Commission to use a clearly defined strip or parcel across the land of others for the installation, construction, reconstruction, maintenance, repair, operation, and inspection, with the right of ingress and egress for a specified utility or facility, in perpetuity.

1.35 Rock - Any indurated material that requires drilling, wedging, blasting, or other methods of brute force to excavate.

1.36 Sensitive Documents: Documents and information that could reasonably be used to aid in or plan for contaminating or damaging the Commission system or Commission customers. Examples of such documents include, but are not limited to:

1.37 Solicitation - Has the same definition as WSSC Code of Regulations, Title 6, Chapter 6.15.070(mmm).

1.38 Special Conditions - A document which supplements, modifies, changes, deletes, removes, adds, or strikes any language to the General Conditions.

1.39 Specifications - Sections containing Scope of Work and technical requirements which are

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1.40 Standard Details - Commission details showing standard elements of construction, methods, and materials for use on Commission Contracts.

1.41 Structure - Structural entity including but not limited to building, manhole, duct bank, tank, foundation, road, pavement, pipe conductor, substation, pumping station.

1.42 Subcontractor - An individual, firm or corporation having a direct contract with the

Contractor or with any other Subcontractor at any tier for the performance of a part of the Work at the site. Subcontractor shall not mean supplier.

1.43 Substantial Completion - That date as certified by the Engineer when the construction of the Project or a specified part thereof is sufficiently completed in accordance with the Contract Documents so that the Project or specified part can be utilized for the purposes for which it is intended.

1.44 Supplier - Any person or organization who supplies materials or equipment for the Work at any tier, including that fabricated to a special design, but who does not perform labor at the site.

1.45 Work - Any and all obligations, duties, and responsibilities necessary to the successful completion of the Project assigned to or undertaken by the Contractor under the Contract Documents, labor, materials, equipment, and other incidentals and the furnishing thereof.

1.46 Written Notice - Any notice to any party of the Contract relative to any part of the Contract in writing and considered delivered and the service thereof completed when posted by mail to the said party at his last given address or delivered in person to said party or his authorized representative of the Project.

1.47 WSSC's Procurement Regulations - The regulations adopted by the Commission and cited as WSSC Code of Regulations, Title 6, Chapter 6.15. The Procurement Regulations can be viewed https://wssc.district.codes/Code/6.15.

ARTICLE 2 FIELD ORDERS

2.1 At the request of the Contractor, the Engineer may issue Field Orders that contain interpretations, clarifications, and other instructions as to the intent of the Contract Documents. In addition, the Engineer may at any time issue additional instruction, explain details of the Work and issue detail drawings in the form of Field Orders, as necessary to perform the Work required by the Contract Documents. Upon receipt of a Field Order, the Contractor shall proceed with the performance of the Work in accordance with all instructions contained therein.

2.2 There shall be no additional Contract Cost or Time to the Commission resulting from a

Field Order unless the Contractor believes that the Field Order entitles him to a change in the Contract Price or Time or both, and so notifies the Engineer, in writing, within 7 days after receipt of the Field Order. Request for a Change Order arising out of a Field Order will not be considered without the attachment thereto of a copy of the referenced Field Order. Thereafter the Contractor shall document his position in accordance with Article

32.1 for change in the Contract Price and Time within 30 days. Failure to notify the Engineer within 7 days after receipt of the Field Order or to document the Contractor's position within prescribed time shall constitute an abandonment of all entitlement.

2.3 The Contractor shall proceed with the performance of the Work in accordance with the

Field Order. Failure to proceed shall constitute a breach of Contract and shall be cause for termination of the Contract.

ARTICLE 3 SCHEDULES, REPORTS AND RECORDS

3.1 The Contractor shall submit to the Engineer such schedule of quantities and costs, construction progress schedules, payrolls, breakdown of lump sum items, reports, Updated February 7, 2020 Page 5 of 27 estimates, records, and other data where applicable, as are required by the Contract Documents.

ARTICLE 4 CONTRACT DOCUMENTS

4.1 The intent of the Contract Documents is that the Contractor shall furnish all labor, materials, tools, equipment, and transportation necessary for the proper execution of the Work in accordance with the Contract Documents and all incidental Work necessary to complete the Project in an acceptable manner, ready for use, occupancy or operation by the Commission.

4.2 In resolving conflicts, errors, and discrepancies within the Contract Documents, the Documents shall be given precedence in the following order:

Federal Contract P rovisions ( only i f identified and incorporated in the Contract Documents) WSSC Procurement Regulations Change Orders

Task Orders

Field Orders

Amendments

Addenda

Special Conditions

General Conditions

Contract Execution Page

Notice to Proceed

Notice of Award

Special Provisions

Specifications

Drawings

Standard Details

Appendix B to the Solicitation (Insurance & Bonding Requirements)

Appendix A to the Solicitation (MBE and/or SLBE requirements)

Appendix C to the Solicitation (Commission Forms completed by Contractor)

Division 1, General Requirements governs the execution of all Sections of the Specifications from Division 2 through Division 16. Anything mentioned in the Specifications and not shown on the Drawings or shown on the Drawings and not mentioned in the Specifications shall be of like effect as if shown or mentioned in both.

Figure dimensions on Drawings shall govern over scale dimensions and detailed Drawings shall govern over general Drawings.

4.3 Any discrepancies found between the Drawings and Specifications or any inconsistencies or ambiguities in the Drawings or Specifications shall be immediately reported to the Engineer, in writing, who shall promptly correct such inconsistencies or ambiguities in writing. Work done by the Contractor after his discovery of such discrepancies, inconsistencies or ambiguities prior to corrections directed by the Engineer shall be done at the Contractor's risk.

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ARTICLE 5 CONTRACTOR'S SUBMITTALS

5.1 The Contractor shall provide all submittals as may be necessary for the prosecution of the Work as required by the Contract Documents.

ARTICLE 6 MATERIALS, SERVICES AND FACILITIES

6.1 It is understood that except as otherwise specifically stated in the Contract Documents, the Contractor shall provide and pay for all materials, labor, tools, equipment, light, power, transportation, supervision, temporary construction of any nature, and all other services and facilities of any nature whatsoever necessary to execute, complete, and deliver the Work within the specified time.

6.2 Manufactured articles, materials, and equipment shall be new, and shall be stored, applied, installed, connected, erected, used, cleaned, and conditioned as directed by the manufacturer, and as approved by the Engineer. Manufactured articles, materials, and equipment shall meet all specified requirements, and their manufacturers and suppliers shall be approved by the Engineer before delivery to the Contract site. When manufactured articles, materials, and equipment, and their manufacturers and suppliers are named in the Specifications, only those named will be considered and accepted. When the named manufactured articles, materials and equipment are followed by the phrase "or equal," the provisions of Section 01630 shall apply.

6.3 Deliveries of material, equipment, and supplies to the Contractor or Subcontractors at the contract site shall be specifically addressed to the Contractor or Subcontractor and not to the Commission. Commission personnel will not accept deliveries for the Contractor or Subcontractors.

6.4 Materials and equipment shall be stored to ensure the preservation of their quality and fitness for the Work.

Stored materials and equipment to be incorporated in the Work shall be located and stored to facilitate prompt and safe inspection. Temporary fence shall be provided, when required. All written instructions and recommendations of the manufacturer and requirements of the Engineer for lubrication, protection, and maintenance of equipment shall be performed during storage, installation, and until it is accepted as substantially complete by the Engineer. Materials and equipment damaged including those damaged internally from moisture, improper storage or otherwise shall be replaced or repaired as directed by the Engineer at no additional cost to the Commission.

6.5 Materials, supplies, and equipment shall be in accordance with samples, drawings, and catalog cuts submitted by the Contractor and approved by the Engineer and shall not be delivered to the Work site prior to the Engineer's approval of samples and Contractor's submittals.

6.6 Materials, supplies or equipment to be incorporated into the Work shall be new and shall not be purchased by the Contractor or the Subcontractor subject to a chattel mortgage or under a conditional sale contract or other agreement by which an interest is retained by the seller.

6.7 The Contractor shall submit to the Engineer an invoice for each movable item furnished, including tools, office furniture and equipment and laboratory equipment.

6.8 All Work included in this Contract shall be performed in a skillful and workmanlike manner. The Contractor shall employ no plant, equipment, materials, methods or persons to which the Engineer objects, and shall remove no plant, equipment or other facilities from the site of the Work without permission of the Engineer.

ARTICLE 7 INSPECTION AND TESTING

7.1 All materials and equipment used in the construction of the Project shall be subject to inspection and testing as required and defined in the Contract Documents.

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7.2 If the Contract Documents, laws, ordinances, rules, regulations or order of any public authority having jurisdiction require any Work to specifically be inspected, tested or approved by someone other than the Contractor, the Contractor shall give the Engineer 10 Day notice of readiness. The Contractor shall then furnish the Engineer the required certificates of inspection, testing or approval.

7.3 Inspection, tests or approvals by the Engineer or others are for the sole benefit of the Commission and will not relieve the Contractor from his obligations to perform the Work in accordance with the requirements of the Contract Documents.

7.4 The Engineer and his representatives shall have access to the Work at all times. In addition, authorized representatives of the Commission or agents of any participating Federal, State or local agency shall be permitted from time to time, as in their sole discretion they may deem necessary, to inspect all Work, materials, payrolls, records of personnel, invoices of materials, and other relevant data and records. All such records shall remain available and accessible during performance of the Contract and until 3 years from the date of Final Payment, or, in case of dispute, for a period of 3 years after resolution of said dispute, whichever is later. The Contractor shall provide proper facilities for such access, observation of the Work, and any inspection or testing thereof.

7.5 If any Work is covered without the approval of the Engineer or contrary to requirements elsewhere in the Contract Documents, it shall, if requested by the Engineer, be uncovered for his observation and recovered at the Contractor's expense.

7.6 If the Engineer considers it necessary or advisable that approved covered Work be inspected or tested, the Contractor, at the Engineer's request, shall uncover, expose or otherwise make that portion of the Work available for observation, inspection or testing as the Engineer may require by furnishing all necessary labor, materials, tools, and equipment. If it is found that such Work is defective, the Contractor shall bear all the expenses of such uncovering, exposure, observation, inspection, and testing and of satisfactory reconstruction. If, however, such Work is not found to be defective, the Contractor will be allowed an increase in the Contract Price or an extension of the Contract Time or both, directly attributable to such uncovering, exposure, observation, inspection, testing, and reconstruction and an appropriate Change Order will be issued. Any additional compensation or extension of time shall be determined as provided in Article 14.

ARTICLE 8 SUBSTITUTIONS

8.1 Substitutions for named and specified materials, articles, and methods followed by the phrase "or equal" will only be allowed within the parameters set forth elsewhere in the Contract Documents.

ARTICLE 9 PATENTS

9.1 The Contractor shall pay all applicable royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and hold the Commission harmless from loss on account thereof, except that the Commission will be responsible for any such loss when a particular process, design or the product of a particular manufacturer or manufacturers as specified is an infringement of a patent, provided, however, that the Contractor shall be responsible for such loss unless he gives such information to the Engineer within 7 days of its receipt.

ARTICLE 10 SURVEYS, PERMITS, REGULATIONS

10.1 Unless otherwise specified, the Engineer will furnish all boundary surveys and establish all baselines for locating the principal component parts of the Work together with suitable number of bench marks adjacent to the Work as shown in the Contract

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10.2 Unless otherwise specified, permits, licenses, and easements for permanent structures and permanent modifications to existing facilities will be secured and paid for by the Commission.

10.3 For electrical Work, permits for permanent structures, and permanent modifications to existing facilities are not required. Permits for electrical Work of a temporary nature necessary for the prosecution of the Work shall be secured and paid for by the Contractor.

10.4 Plumbing or gas fitting of a temporary or permanent nature on a structure or modifications to a structure shall be performed in accordance with The Plumbing and Gas fitting Regulations of the Washington Suburban Sanitary District. The plumbing permit shall be secured by the Contractor and will be issued by the Commission for no fee.

10.5 The Contractor shall give all notices and comply with all permits, laws, ordinances, rules, and regulations bearing on the conduct of the Work as shown and specified. If there is a conflict between requirements specified in the Contract Documents and the permits, laws, ordinances, rules and regulations, the requirements of the permits, laws, ordinances, rules, and regulations shall govern.

10.6 Should any permit, license or certificate, expire, be revoked, terminated or suspended as a result of any action on the part of the Contractor, he shall not be entitled to any additional compensation, neither will he be entitled to an extension of the Contract Time.

10.7 Permits obtained by the Commission for this Project are listed on the Drawings and specific requirements contained in these permits that are not covered elsewhere in the Standard Specifications and on the Drawings but are the responsibility of the Contractor will be included in the Contract Documents. A copy of the permits will be available for inspection from the Engineer.

ARTICLE 11 PROTECTION OF WORK, PROPERTY AND PERSONS

11.1 The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. He shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to all employees on the Work and other persons who may be affected thereby, all the Work and all materials or equipment to be incorporated therein, whether in storage on or off the site, and other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation or replacement in the course of construction.

11.2 In case of suspension of Work for any cause, the Contractor shall be responsible for the Project and shall take such precautions as may be necessary to prevent damage to the Work, all material or equipment to be incorporated therein, whether in storage on or off the site, and other property at the site or adjacent thereto, provide for proper drainage, provide temporary heat, light, and other required utilities and services, and shall erect any necessary temporary structures, signs, or other facilities at his expense. In addition, the Contractor shall properly and continuously maintain in acceptable growing condition all living material in newly established plantings, seedings, and sodding furnished under this Contract, and shall take adequate precautions to protect new and existing growth against injury.

11.3 The Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public body having jurisdiction. He shall erect and maintain, as required by the conditions and progress of the Work, all necessary safeguards for safety and protection. He shall notify owners of adjacent utilities when prosecution of the Work may affect them.

11.4 In emergencies affecting the safety of persons or the Work or property at the site or adjacent thereto, the Contractor, shall act, at his discretion, to prevent threatened damage, injury or loss.

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11.5 When the Commission has been notified of emergency situations requiring in the Engineer's opinion, immediate attention and rectification, the Engineer will so notify the Contractor. Should the Contractor not commence Work to rectify the situation within 1 hour after notification, the Commission may perform the required Work and deduct the costs thereof from monies owed the Contractor.

ARTICLE 12 SUPERVISION BY CONTRACTOR

12.1 The Contractor shall supervise and direct the Work. He shall be solely responsible for the means, methods, techniques, sequences, safety, and procedures of construction. The Contractor shall employ and maintain on the Work a qualified supervisor or superintendent who shall have been designated in writing by the Contractor as the Contractor's representative at the site. The supervisor shall be able to communicate in fluent English. The supervisor shall have full authority to act on behalf of the Contractor and all communications given to the supervisor shall be as binding as if given to the Contractor. The supervisor shall be present on the site at all times when the Work is in progress as required to perform adequate supervision and coordination of the Work as determined by the Engineer. The supervisor shall have a thorough understanding of the Contract Documents and shall have previous experience in the type of Work being performed.

ARTICLE 13 CHANGE ORDERS

13.1 Without invalidating the Contract, the Engineer, if acting within the scope of his authority or delegated authority, may at any time or from time to time by written order and without notice to the sureties, order additions, deletions or revisions in the Work when ordered by the Engineer. These will be authorized by Change Orders. Upon receipt of the Change Order, the Contractor shall promptly and diligently proceed with the Work involved. If any Change Order causes an increase or decrease in the Contract Price, or an extension or shortening of the Contract Time, an equitable adjustment will be made as provided in Article 14, subject to the conditions hereinafter stated.

13.2 The Contractor shall proceed with the performance of any changes in the Work so ordered by the Engineer.

Failure to proceed shall constitute a breach of Contract and shall be cause for termination of the Contract. Should the Contractor believe that a Change Order entitles him to a change in Contract Price or Time or both, he shall give the Engineer Written Notice within 7 days after receipt of the Change Order. Thereafter the Contractor shall document his position in accordance with Article 32.1 for a change in the Contract Price or Time or both within 30 days. Failure to notify the Engineer within 7 days after receipt of the Change Order or to document the Contractor's position within prescribed time shall constitute an abandonment of any and all entitlement to a change in Contract Price and/or Time.

ARTICLE 14 CHANGES IN CONTRACT PRICE AND TIME

14.1 The Contract Price may be changed only by a Change Order. The value of Work covered by a Change Order for increase or decrease in the Contract Price shall be determined in the manner provided herein, in the following order of precedence.

14.1.1 Mutually agreed upon unit prices.

14.1.2 An agreed lump sum, if supported by written cost documentation acceptable to the

Engineer. If an agreed lump sum is not reached prior to initiation of the Change Order Work, the value of Work covered by the Change Order shall be determined in accordance with 14.1.3 below, unless otherwise determined by the Engineer.

14.1.3 On the basis of the Cost of the Work determined as provided below.

14.1.3.1 The Cost of the Work shall be determined as follows:

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1. For all labor and for foremen in direct charge of the specific operations, the Contractor shall receive the actual rate of wage in effect at the time the Work is performed for each and every hour that said worker and foreman are actually engaged in such Work. Said agreed rate shall be no higher than that regularly paid the employee. A foreman shall not be used where there are fewer than 2 workers employed except with the written consent of the Engineer.

The Contractor shall receive the actual costs paid to or on behalf of workers by reason of fringe benefits including but not limited to social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation, and holiday pay.

Expenses of working after hours, on holidays or on Saturdays and Sundays shall be included to the extent authorized by the Engineer.

Subsistence and travel allowance where required by collective bargaining agreements shall be included.

2. For cost of materials accepted by the Engineer and used as an integral part of the finished Work, the Contractor shall receive the actual cost of such materials delivered to the Work, including transportation charges paid by him, exclusive of equipment rentals as hereinafter set forth.

For other materials used in the construction which are not an integral part of the finished Work, such as but not limited to sheeting, false Work, and form lumber, the Contractor shall be reimbursed in the amount agreed upon by the Engineer before such Work is begun. The salvage value of such material will be taken into consideration in determining the amount of reimbursement.

3. Cost of construction equipment shall be based on the actual time the equipment is required to perform the Work and shall not exceed 8 hours per day unless equipment is in operation for a longer time. Moving time, loading, unloading, and hauling will not be paid for if the equipment is used at the site for other Work.

For the use of equipment moved in on the Work and used exclusively for the Work covered by the Change Order, the Contractor will be paid the rates herein specified including moving time, loading, unloading, and hauling. The time period shall begin at the time the equipment is unloaded at the site of the Work, shall include each day or fraction thereof that the equipment is at the site of the Work, excluding Saturdays, Sundays, and other legal holidays unless the Work is performed on such days, and shall terminate at the end of the day on which the Engineer directs the Contractor to discontinue the use of such equipment.

The rates of payment for equipment used, regardless if owned or rented, including fuel and lubricants but excluding operators, shall be established using cost documentation acceptable to the Engineer.

No payment will be made for the small tools defined as individual pieces of equipment or tools having a new value of $1,000 or less.

When the Commission is obligated to pay for idle equipment, the allowance will be 50 percent of the rate determined herein.

4. For cost of premiums for additional bonds and insurance required because of

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5. The Cost of the Work shall not include any of the following.

Payroll costs and other compensation of the Contractor's Officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, superintendents, foremen not engaged in the Work, timekeepers, clerks, and other personnel employed by the Contractor whether at the site or in the Contractor's principal or branch office, all of which are to be considered overhead costs covered by the Contractor's Fee.

Costs due to the negligence of the Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property.

Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Article 14.1.3.1.1 thru 14.1.3.1.4.

6. Cost of Subcontractors used on the Work shall be computed in the manner set forth hereinabove in Article 14.1.3.1.1 thru 14.1.3.1.5. Subcontractor's Fee shall be as provided in Article 14.1.3.2.1 and 14.1.3.2.3.

7. No payment will be made until the Contractor furnishes the Engineer itemized statements of the Cost of the Work detailed as to the following:

Name, classification, date, daily hours, total hours, rate, and extension for each worker, foreman. Designation, dates, daily hours, total hours, rental rate, and extension for each unit of machinery and equipment.

Quantities of materials, prices including transportation cost and extensions. Cost of bonds and insurance premiums.

Requests for payment shall be accompanied by original receipted invoices for materials used and transportation charges. If, however, the materials used in the Work are not specifically purchased for such Work but are taken from the Contractor's stock, then in lieu of the original invoices the statements shall contain or be accompanied by an affidavit of the Contractor which shall certify that such materials were taken from his stock, that the quantity claimed was actually used and that the price and transportation of the material as claimed represent actual cost.

8. Labor, material, and equipment usage reports shall be furnished daily to the Engineer, signed by both parties.

14.1.3.2 The Contractor's Fee allowed to the Contract for overhead and profit shall be determined as follows:

1. For costs incurred under Article 14.1.3.1.1 and 14.1.3.1.2, the Contractor's Fee shall be 15 percent.

2. For cost incurred under Article 14.1.3.1.6, the Contractor's Fee shall be a single allowance of 5 percent regardless of the tier of the Subcontractor.

3. No fee shall be payable on the basis of costs itemized under Article 14.1.3.1.3 and

14.1.3.1.4.

4. The Contractor's Fee shall be calculated in the same

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14.1.3.3 If directed, the Contractor shall submit to the Engineer 3 qualified bids for extra or changed Work and materials, if similar Work is not being performed at the Project site.

14.1.4 The Contract Time may be changed only by a Change Order. Extensions of time, when granted, will be based upon the effect of delays to the Work as a whole.

Extensions of time will not be granted for noncontrolling delays to portions of the Work unless it can be shown that such delays did in fact delay the progress of the Work as a whole. Request for time extension shall be accompanied by a revised construction schedule or portion thereof demonstrating the delay to the progress of the Work as a whole. Extensions of time will not be granted until the Engineer is satisfied that the time extension is appropriate and justified. Said extension of time shall be the Contractor's sole and exclusive remedy.

14.1.5 No Damages For Delay: The Contractor shall not be entitled to any costs for delay, disruption, suspension, or extension of time, or resulting labor productivity losses, constructive acceleration, ripple effects, cumulative impacts, overheads, profits, indirect costs, or other alleged damages of any nature or kind, even if not in the contemplation of the parties at the time the Contract Documents were executed, the Contractor acknowledges that the Contract Price is full consideration for all such damages, costs, or losses.

ARTICLE 15 TIME FOR SUBSTANTIAL COMPLETION AND LIQUIDATED

DAMAGES

15.1 The date of beginning and the time for substantial completion of the Work are essential conditions of the Contract Documents and the Work embraced shall be commenced on the date specified in the Notice to Proceed. Time is of the essence for all periods of time specified in the Task Orders.

15.2 The Contractor shall proceed with the Work at such rate of progress to ensure substantial completion within the Contract Time. It is expressly understood and agreed by and between the Contractor and Commission that the Contract Time for the substantial completion of the Work described herein is a reasonable time, taking into consideration the average climate and economic conditions and other factors prevailing in the locality of the Work.

15.3 If the Contractor shall fail to substantially complete the Work within the Contract Time, or extension of time granted by the Engineer, then the Contractor shall pay to the Commission the amount for liquidated damages as specified in the Contract Documents for each calendar day that the Contractor shall be in default after the time or date stipulated thereon; and the Commission may deduct the same from monies due from current progress payments or to become due to the Contractor otherwise.

15.3.1 Should the Contractor abandon performance of the Work, the Commission shall have the right to complete the Work with its own or other forces, and the liquidated damages provisions set forth herein as well as other provisions of the Contract shall remain in effect; and such liquidated damages provisions shall not be construed to be a substitute for damages caused by increased cost of the Work but shall be compensatory only for delay in substantial completion of the Contract.

15.4 This Article does not exclude the recovery of damages by either party under other provisions of the Contract Documents.

15.5 The Contractor will not be charged with liquidated damages or any excess cost when the delay in substantial completion of the Work as a whole is a controlling delay due to the following unforeseeable causes, and the Contractor has given Written Notice of such delay including reasons therefore to the Engineer within 7 days of the occurrence.

Thereafter, the Contractor shall document his position in accordance with Article 32.1 for unforeseeable cause in delay within 30 days. Failure to notify the Engineer within 7 days

Updated February 7, 2020 Page 13 of 27 or to document the Contractor's position within prescribed time shall constitute abandonment to a change in Contract Time pursuant to Article 14.1.4.

15.5.1 To unforeseeable causes beyond the control and without the fault or negligence of the Contractor.

Examples of such causes include acts of God or of the public enemy, acts of the Commission, acts of another Contractor in the performance of a contract with the Commission, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or delays of Subcontractors or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or negligence of both the Contractor and such Subcontractors or suppliers.

15.5.2 An extension of Contract Time pursuant to Article 14.1.4 shall be the Contractor's sole and exclusive remedy if he can establish an unforeseeable cause beyond the control and without the fault or negligence of the Contractor occurred.

15.5.3 No Damages For Delay: The Contractor shall not be entitled to any costs for delay, disruption, suspension, or extension of time, or resulting labor productivity losses, constructive acceleration, ripple effects, cumulative impacts, overheads, profits, indirect costs, or other alleged damages of any nature or kind, relating to or arising from the unforeseeable cause. The Contractor acknowledges that the Contract Price is full consideration for all such damages, costs, or losses, even though such damages, costs, and losses may not have been contemplated by the parties at the time the its Bid was submitted or the Contract was executed.

ARTICLE 16 CORRECTION OF WORK

16.1 The Contractor shall promptly remove from the premises all Work rejected by the

Engineer for failure to comply with the Contract Documents whether incorporated in the construction or not, and the Contractor shall promptly replace and re-execute the Work in accordance with the Contract Documents and without expense to the Commission and shall bear the expense of making good all Work of other Contractors destroyed or damaged by such removal or replacement.

16.2 All removal and replacement Work shall be done at the Contractor's expense. If the Contractor does not take action to remove such rejected Work within 10 days after receipt of Written Notice, the Engineer may remove such Work, store the materials, and replace the rejected Work at the expense of the Contractor.

16.3 Any Work which may be done or materials ordered by the Contractor prior to receipt of the Notice to Proceed, incorporation of previously rejected Work, Work done contrary to or regardless of the instructions of the Engineer, Work done beyond the limits shown on the Plans, except as herein specified, or any extra Work done without written authority from the Engineer, will be considered as unauthorized and may not be paid for. Work so done may be ordered removed or replaced at the Contractor's expense.

ARTICLE 17 CHANGED CONDITIONS

17.1 The Contractor shall within 7 days, and before such conditions are disturbed, except in the event of an emergency, notify the Engineer by Written Notice of:

17.1.1 Subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents; or

17.1.2 Unknown physical conditions at the site of an unusual nature, differing materially from those ordinarily encountered, and generally recognized as inherent in Work of the character provided for in the Contract Documents.

17.1.3 The provisions of 17.1.1 and 17.1.2 shall not apply to rock and/or water conditions that may be encountered during the construction of this Project. The provisions set forth in General Conditions, Article 18, "Physical Data," or the appropriate sections of the Contract Documents, including Drawings and/or Specifications shall be

Updated February 7, 2020 Page 14 of 27 applicable.

17.2 The Contractor shall document his position in accordance with Article 32.1 for changed conditions within 30 days of Written Notice. Failure to notify the Engineer within 7 days or to document the Contractor's position within prescribed time shall constitute an abandonment of all entitlement. The Engineer will promptly investigate the conditions, and if he finds that such conditions do materially so differ and cause an increase or decrease in the cost of, or in the time required for performance of the Work, an equitable adjustment will be made and the Contract Documents will be modified by a Change Order as provided in Article 14.

ARTICLE 18 PHYSICAL DATA

18.1 Each Bidder shall determine to their own satisfaction the actual subsurface conditions including the character and type of soil and other material he will encounter in the Work to be done under the Contract.

Information and data referred to herein is available for the Contractor's information and for whatever use the Contractor may find therefore. The information is made available in order that the Contractor may have the same information as is available to the Commission for design purposes. The subsurface and other physical data such as those mentioned herein and contained in the Contract Documents or otherwise made available to the Contractor by the Commission are not intended as representations or warranties, nor guaranteed to be more than a general indication of the material to be found at the individual boring locations. It is expressly understood that the Commission will not be responsible for the completeness thereof, nor for any deductions, interpretations or conclusions drawn therefrom, including specifically the physical conditions between boring locations. The provisions of Article 17.1.1 and 17.1.2 shall not apply to rock and/or water conditions that may be encountered during construction of this Project.

18.1.1 The Commission has conducted subsurface test borings in the area where the Work will be performed.

Resultant data obtained from these borings and a geotechnical report are in the Contract Documents. It shall be understood that this information was obtained during the preparation of the Contract Documents and is not guaranteed to be more than a general indication of the material likely to be found adjacent to the boring holes, and that the Commission or its consultant do not warrant that material encountered beneath the ground surface is homogeneous or uniform. Bidders are advised to independently evaluate or to have the data and interpretations independently evaluated by someone qualified in this technical field before using for bidding purposes because the bidder is solely responsible for this evaluation. Conclusions and recommendations included in the geotechnical report are not intended to restrict the Contractor from selecting the method of dewatering, excavating, or sheeting and shoring he will utilize. The report is included herein as information available to the Contractor for evaluation when selecting his method of dewatering, excavating, sheeting and shoring because the Contractor is solely responsible for the method of dewatering, excavating, and sheeting and shoring he elects to use unless otherwise indicated in the Contract

ARTICLE 19 SUSPENSION OF WORK AND TERMINATION

19.1 The Engineer may order the Contractor in writing to suspend or interrupt all or any part of the Work for such period of time as it may determine to be appropriate for the Commission's convenience.

19.1.1 If the performance of all or any part of the Work is, for an unreasonable period of time, suspended or interrupted by a written order of the Engineer in administration of this Contract, an equitable adjustment will be made in accordance with Article 14, Updated February 7, 2020 Page 15 of 27 and the Contract modified by Change Order accordingly. However, no adjustment shall be made under this clause for any suspension or interruption to the extent:

(1) that performance would have been so suspended or interrupted by any other cause, including the fault or negligence of the Contractor, or (2) for which an equitable adjustment is provided for or excluded under any other provision of these Contract Documents.

19.2 The Contract may be terminated for default in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.570(c). A material breach of the Contract shall include but not be limited to the following events: the Contractor is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of his creditors, or if a trustee or receiver is appointed for the Contractor or for any of his property, or if he files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or applicable laws, or if he repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment, or if he repeatedly fails to make prompt payments to Subcontractors for labor, materials or equipment, or if he refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its substantial completion within the Contract Time, or if he fails to complete said Work within said time, or if he disregards laws, ordinances, rules, regulations, directions or orders of any public body having jurisdiction over the Work, or if he disregards the…