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01-17-2018 HUCCP Special Meeting
HUTCHINSON UTILITIES COMMISSION AGENDA SPECIAL MEETING Jan 17, 2018 3:00 p.m. 1. NEW BUSINESS a. Approve advertising for bids of concrete cutting and generator foundation work on units 6 & 7 b. Approve Engineering Agreement with HDR for the Cooling Tower Piping Project 2. ADJOURN HUTCHINSON UTILITIES COMMISSION���� Board Action Form �'Ylkll'M1'k� Agenda Item: Approve Advertising for Bids - Unit 6 & 7 Foundation Work Presenter: Jeremy Carter Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OF AGENDA ITEM: In order to prepare the downtown facility for installation of new units 6 & 7 in 2018 several projects need to take place ahead of time. One of those projects is to cut down the existing foundations where the old units 6 & 7 were placed and resurface those foundations to the appropriate finished grade specifications to meet the dimensions and design of the new units 6 & 7. It is estimated that this portion of the overall project will be in excess of $100,000 which requires Hutchinson Utilities Commission to publicly bid this work. The first step in this process is to advertise for bid so that prospective contractors who can do this work and meet the specifications can provide a bid. Please find attached the Advertisement for Bid and the job specifications for the work to be completed. Once the Commission approves going out for bids, the advertisement for bid will be published in the local newspaper. BOARD ACTION REQUESTED: Approve Advertising for Bids Fiscal Impact: Estimated > then $100K Included in current budget: Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: Advertisement for Bids for Unit 6 and 7 foundations Hutchinson Utilities Commission Hutchinson, Minnesota Notice is hereby given that the Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson, Minnesota, hereinafter referred to as the Owner, will receive sealed Bids at the Hutchinson Utilities office until 2pm (CST) on the 12th day of February 2018, and will publicly open and read aloud such Bids for the following work: Concrete sawing/demolition of existing unit 6 and 7 engine foundations to include resurfacing with concrete to finished grade To be considered for this project you must attend the mandatory pre -bid project meeting at the plant 1 facility on January 30t" 2018 at 10:00 am. The address is 44- 4t" Ave NE Hutchinson Minnesota 55350 Proposals shall be properly endorsed and delivered in an envelope marked," Unit 6 and 7 foundations" and shall be addressed to: Randy Blake, Production Manager, Hutchinson Utilities Commission, 225 Michigan Street SE, Hutchinson, Minnesota 55350. Bids shall be supplied in both hardcopy and electronic format. The name and address of the Bidder shall be clearly indicated on the outside of the package containing the bid. Bidder shall provide one (1) original (clearly marked as such) and 2 copies of the bid along with 2 electronic PDF files of their bid. All proposals shall be submitted on the Bidder's own letterhead. In facsimile of the Bid Form enclosed within the Specifications, or by utilizing the Bid Form enclosed with the Specifications by typing the official name of the Bidder at the top of the form. Each bid should be accompanied by a Bid Bond, made payable to the Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson, Minnesota, in the amount of five per cent (5%) of the Bid, as a guarantee that the Bidder will enter into the proposed Contract and provide a Performance and Payment Bond after the Bid has been accepted. The successful Bidder shall furnish a Performance Bond and Payment Bond in an amount equal to one hundred per cent (100%) of the Contract price to the Owner prior to the approval of the Contract. No Bidder may withdraw his Bid or Proposal for a Period of sixty (60) days after date of opening of Bids. At the aforementioned time and place, or at such later time and Place as the Owner then may fix, the Owner will act upon Proposals received and with its sole discretion may award Contract(s) for the furnishing of said equipment. Specifications may be obtained by contacting Mr. James Booty, HDR Engineering Inc. 701 Xenia Avenue South Minneapolis, MN. Telephone number 763-591-5471. The Hutchinson Utilities Commission of the City of Hutchinson, Hutchinson, Minnesota reserves the right to reject any and all bids, or bid irregularities. , President Date ATTESTED In , Secretary Date Hutchinson Utilities Commission Project Manual for Units 6 & 7 - Foundations Ii ,, o , ' N , 100,1,51,32(,'�5 J a €�,�,ary 1/1, 2018 For Bids Due; February 12, 2018 Table of Contents DIVISION 00 - BIDDING REQUIREMENTS, CONTRACT FORMS AND CONDITIONS OF THE CONTRACT 00 11 13 INVITATION TO BID 0021 13 INSTRUCTIONS TO BIDDERS 00 41 00 BID FORM 00 45 36 EQUAL OPPORTUNITY STATEMENT 00 45 37 DISCLOSURE OF POSIBLE CONFLICT OF INTEREST 00 50 00 AGREEMENT 0061 13 PERFORMANCE BOND 0061 14 PAYMENT BOND 007200 GENERAL CONDITIONS 00 80 05 SUPPLEMENTARY CONDITIONS DIVISION 01 - GENERAL REQUIREMENTS O1 10 10 SUMMARY OF WORK 013300 SUBMITTALS 015000 TEMPORARY FACILITIES AND CONTROLS DIVISION 03 - CONCRETE 03 09 00 CONCRETE ATTACHEMENTS DOCUMENTS AS LISTED ON PLAN SHEET OOG000, ATTACHED AND MADE A PART OF THIS PROJECT MANUAL END OF TOC 10059265 Hutchinson Utilities Commission Units 6 & 7 - Foundations TABLE OF CONTENTS 000001-1 SECTION 00 11 13 INVITATION TO BID RECEIPT OF BIDS Sealed bids for the construction of HUC —Units 6 & 7- Foundations for Hutchinson Utilities Commission will be received at 225 Michigan street S.E., Hutchinson, MN 55350 until February 12, 2018 by 2:00 PM CST, and shortly thereafter the bids will be opened publicly and read aloud at the place indicated. GENERAL DESCRIPTION OF WORK Partial demolition of existing concrete engine generator foundations in the Hutchinson Utility Plant 1 generating station. Upon completion of the demolition work contractor will re -build, on the partially demolished foundations, new foundations for recently purchased Caterpillar Engine Generators. TYPE OF BID Lump sum DOCUMENT EXAMINATION The Bidding and Contract Documents may be examined at the following locations: Hutchinson Utilities Commission 225 Michigan Street SE Hutchinson, MN 55350 HDR Engineering, Inc. 701 Xenia Avenue South Suite 600 Minneapolis, MN 55416 Bidders may request documents from: HDR Engineering, Inc. James W. Booty Phone: 763-591-5471 FAX: 763-591-5413 E-Mail: jbooty@hdrinc.com No partial sets of Specifications or Drawings will be issued. All documents will be issued as electronic versions. Printed copies will not be provided. BID SECURITY Bidders are required to provide a five percent (5%) bid security in the form of Bid Bond, certified check or bank money order. CONTRACT SECURITY The successful BIDDER will be required to furnish Performance and Payment Bonds as described in Section 00 72 00 - GENERAL CONDITIONS. 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations INVITATION TO BID 001113-1 MANDATORY PREBID SITE VISIT A prebid meeting will be held at 10:00 AM CDT on January 30, 2018 at Plant 1 — 44 4" Avenue NE, Hutchinson, MN 55350. CONTRACT TIME The Contract Time is defined in Section 00 72 00 - GENERAL CONDITIONS, and specified in Specification Section 00 50 00 - AGREEMENT. QUALIFICATION OF BIDDERS Requirements concerning the qualifications of BIDDERS are described in Section Specification 00100 - INSTRUCTIONS TO BIDDERS. OWNER'S RIGHT TO REJECT BIDS Hutchinson Utilities Commission reserves the right to reject any or all bids. DATE: Hutchinson Utilities Commission END OF SECTION 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations INVITATION TO BID 001113-2 SECTION 00 21 13 INSTRUCTIONS TO BIDDERS 1. Defined Terms 1.1. Terms used in these INSTRUCTIONS TO BIDDERS, which are defined in Section 00 72 00 - GENERAL CONDITIONS, have the meanings assigned to them in the General Conditions. 1.2. Certain additional terms used in these INSTRUCTIONS TO BIDDERS have the meanings indicated below which are applicable to both the singular and plural thereof. 1.2.1. BIDDER: One who submits a Bid directly to OWNER as distinct from a sub -bidder, who submits a Bid to a BIDDER. 1.2.2. Issuing Office: The office from which the Bidding Documents are to be issued and where the bidding procedures are to be administered. 1.2.3. Successful BIDDER: The lowest, responsible and responsive BIDDER to whom OWNER (on the basis of OWNER's evaluation as hereinafter provided) makes an award. 2. Copies of Bidding Documents 2.1. Complete sets of the Bidding Documents (Electronic Form) as indicated in the Advertisement or INVITATION TO BID may be obtained from: HDR Engineering, Inc. 701 Xenia Avenue South Suite 600 Minneapolis, MN 55416 Attn: James W. Booty Phone: 763-591-5471 FAX: 763-591-5413 E-Mail: jbooty@hdrinc.com 2.2. Complete sets of Bidding Documents must be used in preparing Bids; neither OWNER nor ENGINEER assumes any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. 2.3. OWNER and ENGINEER in making copies of Bidding Documents available on the above terms do so only for the purpose of obtaining Bids for the Work and do not authorize or confer a license or grant for any other use. 3. Qualifications of BIDDERS 3.1. To demonstrate qualifications to perform the Work, each BIDDER must be prepared to submit within 5 days after Bid opening, upon OWNER's request, detailed written evidence, such as financial data, previous experience, present commitments, and other such data as may be called for below (or elsewhere in the Contract Documents). 3.1.1. Each Bid must contain evidence of BIDDER's qualification to do business in the state where the Project is located or covenant to obtain such qualification prior to award of the Contract. 3.2. BIDDER is advised to carefully review those portions of the Bid Form requiring BIDDER's representations and certifications. 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations INSTRUCTIONS TO BIDDERS 002113-1 4. Examination of Bidding and Contract Documents, Other Related Data, and Site 4.1. It is the responsibility of each BIDDER before submitting a Bid to: 4.1.1. Examine and carefully study the Contract Documents and other related data identified in the Bidding Documents (including "technical data" referred to in Paragraph 4.2. below). 4.1.2. Visit the site to become familiar with and satisfy BIDDER as to the general, local and site conditions that may affect cost, progress, performance or furnishing of the Work. Telephone Mr. Randy Blake at (phone number) 320-234-0551 to make arrangements for site visits. 4.1.3. Consider federal, state and local Laws and Regulations that may affect cost, progress, performance or furnishing of the Work. 4.1.4. Consider the information known to BIDDER; information commonly known to contractors doing business in the locality of the Site; information and observations obtained from visits to the Site; the Bidding Documents; and the Site -related reports and drawings identified in the Bidding Documents, with respect to the effect of such information, observations, and documents on (i) the cost, progress, and performance of the Work; (ii) the means, methods, techniques, sequences, and procedures of construction to be employed by BIDDER, including applying any specific means, methods, techniques, sequences, and procedures of construction expressly required by the Bidding Documents; and (iii) BIDDER's safety precautions and programs. 4.1.5. Agree at the time of submitting its Bid that no further examinations, investigations, explorations, tests, studies, or data are necessary for the determination of its Bid for performance of the Work at the price(s) bid and within the times required, and in accordance with the other terms and conditions of the Bidding Documents. 4.1.6. Become aware of the general nature of the work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Bidding Documents. 4.1.7. Promptly notify ENGINEER of all conflicts, errors, ambiguities or discrepancies in or between the Contract Documents and such other related documents. 4.1.8. When conflicts, errors, ambiguities or discrepancies are discovered in or between Contract Documents and/or other related documents, and when said conflicts, etc., have not been resolved through the interpretations by ENGINEER as described in Paragraph 6., BIDDER shall include in the Bid the greater quantity or better quality of Work, or compliance with the more stringent requirement resulting in a greater cost. Such greater cost shall be included in the Bid. 4.2. On request, OWNER will provide each BIDDER access to the site to conduct such examinations, investigations, explorations, tests and studies as each BIDDER deems necessary for submission of a Bid. BIDDER must fill all holes and clean up and restore the site to its former conditions upon completion of such explorations, investigations, tests and studies. 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations INSTRUCTIONS TO BIDDERS 0021 13 - 2 4.3. The submission of a Bid will constitute an incontrovertible representation by BIDDER (i) that without exception the Bid is premised upon performing and furnishing the Work required by the Contract Documents and applying the specific means, methods, techniques, sequences or procedures of construction (if any) that may be shown or indicated or expressly required by the Contract Documents, (iii) that BIDDER has given ENGINEER written notice of all conflicts, errors, ambiguities and discrepancies in the Contract Documents and the written resolutions thereof by ENGINEER are acceptable to BIDDER, and when said conflicts, etc., have not been resolved through the interpretations by ENGINEER as described in Paragraph 6., BIDDER has included in the Bid the greater quantity or better quality of Work, or compliance with the more stringent requirement resulting in a greater cost, and (iv) that the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performing and furnishing the Work. 5. Availability of Lands for Work, Etc. 5.1. The lands upon which the Work is to be performed, rights -of -way and easements for access thereto and other lands designated for use by CONTRACTOR in performing the Work are identified in the Contract Documents. All additional lands and access thereto required for temporary construction facilities, construction equipment or storage of materials and equipment to be incorporated in the Work are to be obtained and paid for by CONTRACTOR. Easements for permanent structures or permanent changes in existing facilities are to be obtained and paid for by OWNER unless otherwise provided in the Contract Documents. 6. Interpretations and Addenda 6.1. All questions about the meaning or intent of the Bidding Documents are to be directed to ENGINEER in writing. Interpretations or clarifications considered necessary by ENGINEER in response to such questions will be issued by Addenda mailed or delivered to all parties recorded by ENGINEER as having received the Bidding Documents. Questions received less than {10} days prior to the date for opening of Bids may not be answered. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. Address questions to: HDR Engineering, Inc. 701 Xenia Avenue South Suite 600 Minneapolis, MN 55416 Attn: James W. Booty Phone: 763-591-5471 FAX: 763-591-5413 E-Mail: jbooty@hdrinc.com 6.2. Addenda may also be issued to modify the Bidding Documents as deemed advisable by OWNER or ENGINEER. 7. Bid Security 7.1. Each Bid must be accompanied by Bid security made payable to OWNER in an amount of five percent (5%) of BIDDER's maximum Bid price and in the form of a certified check, bank money order or a Bid Bond 5% issued by a surety meeting the requirements of Paragraphs 5.01 and 5.02 of the General Conditions. 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations INSTRUCTIONS TO BIDDERS 0021 13 - 3 7.2. The Bid security of Successful BIDDER will be retained until such BIDDER has executed the Agreement, furnished the required Contract security and met the other conditions of the Notice of Award, whereupon the Bid security will be returned. If the Successful BIDDER fails to execute and deliver the Agreement and furnish the required Contract security and certificates of insurance within 15 days after the Notice of Award, OWNER may consider BIDDER to be in default, annul the Notice of Award, and the Bid security of that BIDDER will be forfeited. Such forfeiture shall be OWNER's exclusive remedy if BIDDER defaults. The Bid security of other BIDDERS whom OWNER believes to have a reasonable chance of receiving the award may be retained by OWNER until the earlier of the 7th day after the Effective Date of the Agreement or the 36th day (time period for award plus one (1) day) after the Bid opening, whereupon Bid security furnished by such BIDDERS will be returned. Bid security with Bids which are not competitive will be returned within seven (7) days after the Bid opening. 8. Contract Times The number of days within which, or the dates by which, Milestones are to be achieved and the Work is to be substantially completed and also completed and ready for final payment is set forth in the Agreement or incorporated therein by reference to the attached Bid Form. 9. Liquidated Damages Provisions for liquidated damages, if any, are set forth in the Agreement. 10. Substitute and "Or -Equal" Items The Contract, if awarded, will be on the basis of materials and equipment described in the Bidding Documents without consideration of possible substitute or "or -equal" items. Whenever it is indicated or specified in the Bidding Documents that a "substitute" or "or -equal" item of material or equipment may be furnished or used by CONTRACTOR if acceptable to ENGINEER, application for such acceptance will not be considered by ENGINEER until after the Effective Date of the Agreement. The procedure for submission of any such application by CONTRACTOR and consideration by ENGINEER is set forth in Paragraphs 6.05A., 6.05B., and 6.05C. of the General Conditions and may be supplemented in the General Requirements. 11. Subcontractors, Suppliers and Others 11.1. If the Supplementary Conditions require the identity of certain Subcontractors, Suppliers and other persons and organizations to be submitted to OWNER in advance of a specified date prior to the Effective Date of the Agreement, the apparent Successful BIDDER, and any other BIDDER so requested, shall within 5 days after Bid opening submit to OWNER a list of all such Subcontractors, Suppliers and other persons and organizations proposed for those portions of the Work for which such identification is required. Such list shall be accompanied by an experience statement with pertinent information regarding similar projects and other evidence of qualification for each such Subcontractor, Supplier, person or organization if requested by OWNER. OWNER or ENGINEER, who after due investigation has reasonable objection to any proposed Subcontractor, Supplier, other person or organization, may before the Notice of Award is given request apparent Successful BIDDER to submit an acceptable substitute, If apparent Successful BIDDER declines to make any such substitution, OWNER may award the Contract to the next lowest BIDDER that proposes to use acceptable Subcontractors, Suppliers and other persons and organizations. The declining to make requested substitutions will not constitute grounds for sacrificing the Bid security of any BIDDER. Any Subcontractor, Supplier, other person or organization listed and to whom OWNER or ENGINEER does not make written objection prior to the giving of the Notice of Award will be deemed acceptable to OWNER and ENGINEER subject to revocation of such acceptance after the Effective Date of the Agreement as provided in Paragraph 6.06.13. of the General Conditions. 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations INSTRUCTIONS TO BIDDERS 0021 13 - 4 11.3. No CONTRACTOR shall be required to employ any Subcontractor, Supplier, other person or organization against whom CONTRACTOR has reasonable objection. 12. Bid Form 12.1. The Bid Form is included with the Bidding Documents; additional copies may be obtained from the Issuing Office. 12.2. All blanks on the Bid Form must be completed by printing in ink and the Bid Form signed in ink. Erasures or alterations shall be initialed in ink by the person signing the Bid Form. A Bid price shall be indicated for each { section, Bid item, alternative, adjustment unit price item, and unit price item} listed therein. In the case of optional alternatives, the words "No Bid," "No Change," or "Not Applicable" may be entered. 12.3. Bids by corporations shall be executed in the corporate name by the president or a vice-president or other corporate officer accompanied by evidence of authority to sign. The corporate seal shall be affixed and attested by the secretary or an assistant secretary. The corporate address and state of incorporation shall be shown below the signature. 12.4. Bids by partnerships shall be executed in the partnership name and signed by a partner, whose title must appear under the signature accompanied by evidence of authority to sign. The official address of the partnership shall be shown below the signature. 12.5. Bids by limited liability companies shall be executed in the name of the firm by a member and accompanied by evidence of authority to sign. The state of formation of the firm and the official address of the firm shall be shown. 12.6. Bids by individuals shall show the BIDDER's name and official address. 12.7. Bids by joint ventures shall be executed by each joint venturer in the manner indicated on the Bid Form. The official address of the joint venture shall be shown. 12.8. All names shall be typed or printed in ink below the signature. 12.9. The Bid shall contain an acknowledgement of receipt of all Addenda, the numbers of which shall be filled in on the Bid Form. 12.10. Postal and e-mail addresses and telephone number for communications regarding the Bid shall be shown. 12.11. Evidence of authority to conduct business as an out-of-state corporation in the state where the Work is to be performed shall be provided in accordance with Paragraph 3 above. State CONTRACTOR license number, if any shall also be shown on the Bid Form. 13. Submission of Bids Bids shall be submitted on the prescribed Bid Form, provided with and contained in the Bidding Documents, at the time and place indicated in the Advertisement or INVITATION TO BID, addressed to, Hutchinson Utilities Commission 225 Michigan Street SE Hutchinson, MN 55350 Attn: Mr. Randy Blake 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations INSTRUCTIONS TO BIDDERS 002113-5 and shall be enclosed in an opaque sealed envelope, marked with the Project title, and the name and address of BIDDER, and accompanied by the Bid security and other required documents. If the Bid is sent through the mail or other delivery system, the sealed envelope shall be enclosed in a separate envelope with the notation "UNITS-6 & 7- PLANT 1 - BUILDING MODIFICATIONS BID ENCLOSED" on the face of it. 14. Modification and Withdrawal of Bids 14.1. Bids may be modified or withdrawn by an appropriate document duly executed in the manner that a Bid must be executed and delivered to the place where Bids are to be submitted at any time prior to the opening of Bids. 14.2. If, within 24 HRS after Bids are opened, any BIDDER files a duly signed, written notice with OWNER and promptly thereafter demonstrates to the reasonable satisfaction of OWNER that there was a material and substantial mistake in the preparation of its Bid, that BIDDER may withdraw its Bid and the Bid security will be returned. Thereafter, that BIDDER will be disqualified from further bidding on the Work to be provided under the Contract Documents. 15. Opening of Bids Bids will be opened and, unless obviously non -responsive, read aloud publicly at the place where Bids are to be submitted at 2:00 PM CDT. 16. Bids to Remain Subject to Acceptance All Bids will remain subject to acceptance for the time period specified for Notice of Award and execution and delivery of Agreement and required Contract security and certificate of insurance by Successful BIDDER. OWNER may, at OWNER's sole discretion, release any Bid and return the Bid security prior to that date. 17. Evaluation of Bids and Award of Contract 17.1. OWNER reserves the right to reject any or all Bids, including without limitation the rights to reject any or all nonconforming, nonresponsive, unbalanced or conditional Bids and to reject the Bid of any BIDDER if OWNER believes that it would not be in the best interest of the Project to make an award to that BIDDER, whether because the Bid is not responsive or the BIDDER is unqualified or of doubtful financial ability or fails to meet any other pertinent standard or criteria established by OWNER. OWNER also reserves the right to waive all informalities not involving price, time or changes in the Work and to negotiate Contract terms with the Successful BIDDER. Discrepancies between the multiplication of units of Work and unit prices will be resolved in favor of the unit prices. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. Discrepancies between words and figures will be resolved in favor of the words. 17.1.1. Any or all bids will be rejected if OWNER has reason to believe that collusion exists among the BIDDERS. 17.2. In evaluating Bids, OWNER will consider the qualifications of BIDDERS, whether or not the Bids comply with the prescribed requirements, and such alternates, unit prices and other data, as may be requested in the Bid Form or prior to the Notice of Award. 17.3. OWNER may consider the qualifications and experience of Subcontractors, Suppliers, and other persons and organizations proposed for those portions of the Work as to which the identity of Subcontractors, Suppliers, and other persons and organizations must be submitted as provided in the Supplementary Conditions. OWNER also may consider the operating costs, maintenance requirements, performance data and guarantees of major items of materials and equipment proposed for incorporation in the Work when such data is required to be submitted prior to the Notice of Award. 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations INSTRUCTIONS TO BIDDERS 002113-6 17.4. OWNER may conduct such investigations as OWNER deems necessary to assist in the evaluation of any Bid and to establish the responsibility, qualifications and financial ability of BIDDERS, proposed Subcontractors, Suppliers and other persons and organizations to perform and furnish the Work in accordance with the Contract Documents to OWNER's satisfaction within the prescribed time. 17.5. If the Contract is to be awarded, it will be awarded to lowest BIDDER whose evaluation by OWNER indicates to OWNER that the award will be in the best interests of the Project. 17.6. If the Contract is to be awarded, OWNER will give Successful BIDDER a Notice of Award within 30 days after the day of the Bid opening. No other act of OWNER or others will constitute acceptance of a Bid. 18. Contract Security Article 5 of the General Conditions, as may be modified by the Supplementary Conditions, sets forth OWNER's requirements as to Performance and Payment Bonds. When the Successful BIDDER delivers the executed Agreement to OWNER, it must be accompanied by the required Performance and Payment Bonds. 19. Signing of Agreement When OWNER gives a Notice of Award to the Successful BIDDER, it will be accompanied by the required number of unsigned counterparts of the Agreement. Within 15 days thereafter CONTRACTOR shall sign and deliver the required number of counterparts of the Agreement to OWNER with the required Bonds and Certificates of Insurance. Within 10 days thereafter OWNER shall deliver one fully signed counterpart to CONTRACTOR. 20. Mandatory Prebid Site Visit A prebid meeting will be held at10:00 AM CST on January 30, 2018 at Plant 1 — 44 4" Avenue NE, Hutchinson, MN 55350. Representatives of OWNER and ENGINEER will be present to discuss the Project. BIDDERS are required to attend and participate in the conference. ENGINEER will transmit to all prospective BIDDERS of record such Addenda as ENGINEER considers necessary in response to questions arising at the conference. Oral statements may not be relied upon and will not be binding or legally effective. Bids will not be accepted from BIDDERS not attending the prebid meeting. END OF SECTION 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations INSTRUCTIONS TO BIDDERS 002113-7 SECTION 00 41 00 BID FORM - EXHIBIT C PROJECT IDENTIFICATION: Units-6 & 7— Foundations CONTRACT IDENTIFICATION {NUMBER AND DATE}: THIS BID IS SUBMITTED TO: Hutchinson Utilities Commission, herein after referred to as OWNER. 1. Enter Into Agreement The undersigned BIDDER proposes and agrees, if this Bid is accepted, to enter into an agreement with OWNER in the form included in the Bidding Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Bid Price and within the Bid Times indicated in this Bid and in accordance with the other terms and conditions of the Contract Documents. 2. BIDDER Acknowledgements BIDDER accepts all of the terms and conditions of the Advertisement or INVITATION TO BID and INSTRUCTIONS TO BIDDERS, including without limitation those dealing with the disposition of Bid security. This Bid will remain subject to acceptance for the period specified for Notice of Award after the day of Bid opening or for such longer period of time that BIDDER may agree to in writing upon request of Owner. BIDDER will sign and deliver the required number of counterparts of the AGREEMENT with the Bonds and other documents required by the Bidding Requirements within 15 days after the date of OWNER's Notice of Award. 3. BIDDER's Representations In submitting this Bid, BIDDER represents that: a. BIDDER has examined and carefully studied the Bidding Documents, other related data identified in the Bidding Documents, and the following Addenda receipt of all which is hereby acknowledged: (List Addenda by Number) ADDENDA NO b. BIDDER has visited the site and become familiar with and is satisfied as to the general, local and site conditions that may affect cost, progress, performance and furnishing of the Work. c. BIDDER is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress, performance and furnishing of the Work. d. BIDDER acknowledges that OWNER and ENGINEER do not assume responsibility for the accuracy or completeness of information and data shown or indicated in the Bidding Documents with respect to existing Underground Facilities at or contiguous to the site. 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations BID FORM - EXHIBIT C 00 41 00 - 1 e. BIDDER has obtained and carefully studied (or assumes responsibility for having done so) all reasonable additional or supplementary examinations, investigations, explorations, tests, studies and data concerning conditions (surface, subsurface and Underground Facilities) at or contiguous to the site or otherwise which may affect cost progress, performance or furnishing of the Work or which relate to any aspect of the means, methods, techniques, sequences and procedures of construction to be employed by BIDDER and safety precautions and programs incident thereto. f. BIDDER does not consider that any additional examinations, investigations, explorations, tests, studies or data are necessary for the determination of this Bid for performance and furnishing of the Work in accordance with the times, price and other terms and conditions of the Contract Documents. g. BIDDER is aware of the general nature of Work to be performed by OWNER and others at the site that relates to Work for which this Bid is submitted as indicated in the Contract Documents. It. BIDDER has correlated the information known to BIDDER, information commonly known to CONTRACTORS doing business in the locality of the Site, information and observations obtained from visits to the site, reports and drawings identified in the Contract Documents and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents. i. BIDDER has given ENGINEER written notice of all conflicts, errors, ambiguities or discrepancies in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to BIDDER, and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performing and furnishing the Work for which this Bid is submitted. j. Where conflicts, errors, ambiguities or discrepancies have been discovered in or between Contract Documents and/or other related documents, and where said conflicts, etc., have not been resolved through the interpretations or clarifications by ENGINEER as described in the INSTRUCTIONS TO BIDDERS, because of insufficient time or otherwise, BIDDER has included in the Bid the greater quantity or better quality of Work, or compliance with the more stringent requirement resulting in a greater cost. k. The Bidding Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. 1. This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; BIDDER has not directly or indirectly induced or solicited any other BIDDER to submit a false or sham Bid; BIDDER has not solicited or induced any person, firm or corporation to refrain from bidding; and BIDDER has not sought by collusion to obtain for itself any advantage over any other BIDDER or over OWNER. 4. BIDDER's Certification a. This Bid is genuine and not made in the interest of or on behalf of any undisclosed individual or entity and is not submitted in conformity with any collusive agreement or rules of any group, association, organization, or corporation. b. BIDDER has not directly or indirectly induced or solicited any other BIDDER to submit a false or sham Bid. c. BIDDER has not solicited or induced any individual or entity to refrain from bidding. 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations BID FORM - EXHIBIT C 00 41 00 - 2 d. BIDDER has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the Contract. For the purposes of this Paragraph: (1) "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the bidding process. (2) "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the bidding process to the detriment of OWNER. (b) to establish Bid prices at artificial non- competitive levels, or (c) to deprive OWNER of the benefits of free and open competition. (3) "collusive practice" means a scheme or arrangement between two or more BIDDERS, with or without the knowledge of OWNER, a purpose of which is to establish Bid prices at artificial, non-competitive levels. (4) "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract. 5. Bid Prices BIDDER will complete the Work in accordance with the Contract Documents for the following prices(s): LUMP SUM BID PRICE $ (Includes all Local, State and Federal Taxes) 6. Bid Breakdown The following pricing has been incorporated into the Lump Sum Price. a. General Conditions 1. Mobilization/Demobilization 2. Bonds and Insurance 3. Permits and Licenses 4. Field Office b. Foundations S 1. Demolition and Debris Removal $ 2. Concrete and Reinforcement $ 3. Completion of Foundation Surface Finish $ 8. Time of Completion BIDDER agrees that the Work will be substantially completed and ready for final payment in calendar days from execution of the Agreement. 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations BID FORM - EXHIBIT C 00 41 00 - 3 BIDDER accepts the provisions of the AGREEMENT as to liquidated damages in the event of failure to complete the Work within the times specified. 9. Attached To This Bid The following documents are attached to and made a condition of this Bid: a. Required Bid Security in the form of 10. Address for Communications Communications concerning this Bid shall be addressed to {the address of BIDDER indicated below}: 11. Defined Terms Terms used in this Bid which are defined in the General Conditions or INSTRUCTIONS TO BIDDERS will have the meanings indicated in the General Conditions or INSTRUCTIONS TO BIDDERS. 12. Bid Submittal This Bid is submitted on If BIDDER is: An Individual By doing business as Business address: A Partnership By Business address: A Corporation By 2018 by the entity named below. (Individual's name) (Firm name) (General partner) (Corporation name) (State of incorporation) 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations BID FORM - EXHIBIT C 00 41 00 - 4 (SEAL) (SEAL) (SEAL) By (SEAL) (Name of person authorized to sign) Attest Business address: A Joint Venture By By (Title) (Secretary) (Name) (Address) (Name) (Address) (Corporate Seal) (SEAL) (SEAL) NOTE: Each joint venturer must sign. The manner of signing for each individual, partnership and corporation that is a party to the joint venture should be in the manner indicated above. END OF SECTION 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations BID FORM - EXHIBIT C 004100-5 SECTION 00 45 36 EQUAL OPPORTUNITY STATEMENT Gentlemen: It is the publicly stated policy of not to discriminate against any employee, applicant for employment, subcontractor or material supplier because of race, religion, color, national origin, ancestry or sex. With regard to employment, such non- discrimination includes, but is not limited to, our (my) policies of recruitment, recruitment advertising, selection for apprenticeship or other training, rates of pay, promotion, transfer, lay-off or termination. In all advertising for employment, subcontractors, or suppliers we (I) shall state that all applicants or respondents will receive consideration without regard to race, religion, color, national origin, ancestry or sex. We (I) understand that any contract for the HUC — Units 6 & 7-Foundations shall be consideration of our maintaining the above mentioned non-discrimination policy. We understand that we may be required to submit further information covering the race, color and work classification for our employees and those of our subcontractors to be employed on this project. Bidder: Signature: Title: Date: NOTE: This form to be completed and submitted with proposal for any bid of $500,000 or more. 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations EQUAL OPPORTUNITY STATEMENT 004536-1 SECTION 00 45 37 DISCLOSURE OF POSSIBLE CONFLICT OF INTEREST All bidders that submit a Proposal must complete and sign this form. The purpose of this form is to identify any potential conflicts of interest so actual conflicts of interests can be avoided. Failure to submit this completed and signed form may result in the Proposal not being considered or being cancelled after acceptance. Bidder Information (please print) Name: Phone #: Title: Relationship/Financial Disclosure Information Company Name: A possible conflict of interest arises in any situation where any member of Bidder's team working on the Proposal: • Is an employee of the Owner or its parent company or any of its affiliates or subsidiaries; • Has a family relationship, whether by blood or marriage, with an employee of the Owner or its parent company or any of its affiliates or subsidiaries; • Has a business/financial relationship with an employee of the Owner or its parent company or any of its affiliates or subsidiaries; • Uses his or her contacts at Owner or its parent company or any of its affiliates or subsidiaries to improperly advance his or her private business, financial interests and/or to improperly influence the award of a contract. Personal or Family Relationship Yes None Employee Name Title/Department Nature of Relationship Business/Financial Relationship Yes None Employee Name Title/Department Nature of Relationship Signature Date 10059265 Hutchinson Utilities Commission Units 6 & 7- Foundations DISCLOSURE OF POSSIBLE CONFLICT OF INTEREST 004537-1 SECTION 00 50 00 AGREEMENT THIS AGREEMENT is by and between Hutchinson Utilities Commission hereinafter called OWNER, and hereinafter called CONTRACTOR. OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1. WORK CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents for the foundation demolition and reconstruction work (Project) as identified herein. Article 2. PROJECT The Project for which the Work under this Contract Document may be the whole or only a part is generally described as follows: The installation of Engine Generator Units 6 & 7 —complete with all necessary Structural, Mechanical, Electrical and Emissions Control systems and equipment and necessary controls and auxiliary operating systems. The Engine Generator sets are CAT G20CM34 natural gas fueled engines each with a nominal 9.7 MWe capacity. The units and their auxiliary systems will be installed in the Hutchinson Utility exiting Plant 1. Article 3. ENGINEER The Project has been designed by HDR Engineering, Inc., who is hereinafter called ENGINEER and who is to act as OWNER's representative, assume all duties and responsibilities, and have the rights and authority assigned to ENGINEER in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. Article 4. CONTRACT TIMES 4.1. Time of the Essence. A. The Work will be substantially completed within (TBD) days after the date when the Contract Times commence to run as provided in Paragraph 2.03 of the General Conditions, and completed and ready for final payment in accordance with Paragraph 14.07 of the General Conditions within 90 days after the date when the Contract Times commence to run. 4.3. Liquidated Damages NOT IMPOSED Article 5. CONTRACT PRICE 5.1. OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the amounts determined pursuant to Paragraphs 5. I.A. below: A. Lump Sum $ 10059265 Hutchinson Utilities Commission Unit 5 - Plant 1 Building Modifications - Mechanicall oundations AGREEMENT 005000-1 Article 6. PAYMENT PROCEDURES 6.1. Submittal and Processing of Payments. A. CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions. 6.2. Progress Payments; Retainage. A. OWNER shall make monthly progress payments on account of the Contract Price on the basis of CONTRACTOR's Applications for Payment as recommended by ENGINEER, during construction as provided in Paragraphs 6.1.1 and 6.1.2 below. All such payments will be measured by the schedule of values established in Paragraph 2.07A. of the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no schedule of values, as provided in the General Requirements. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below, but, in each case, less the aggregate of payments previously made and less such amounts as accordance with Paragraph 14.02 of the General Conditions. a. 90 percent of Work completed (with the balance being retainage). If Work has been 50 percent completed as determined by ENGINEER, and if the character and progress of the Work have been satisfactory to OWNER and ENGINEER, OWNER, on recommendation of ENGINEER, may determine that as long as the character and progress of the Work remain satisfactory to them, 2. Upon Substantial Completion, in an amount sufficient to increase total payments to CONTRACTOR to 95 percent of the Contract Price (with the balance being retainage), less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with Paragraph 14.02 of the General Conditions. 6.3. Final Payment. A. Upon final completion and acceptance of the Work in accordance with Paragraph 14.07 of the General Conditions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER as provided in said Paragraph 14.07 Article 7. INTEREST 7.1 All moneys not paid when due as provided in Article 14 of the General Conditions shall bear interest at the rate of 10 percent per annum, simple interest. Article 8. CONTRACTOR'S REPRESENTATIONS 8.1. In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: A. CONTRACTOR has examined and carefully studied the Contract Documents (including the Addenda listed in Article 9.) and the other related data identified in the Bidding Documents. B. CONTRACTOR has visited the site and become familiar with and is satisfied as to the general, local and site conditions that may affect cost, progress, performance or furnishing of the Work. 10059265 Hutchinson Utilities Commission Unit 5 - Plant 1 Building Modifications - MechanicalFoundations AGREEMENT 005000-2 C. CONTRACTOR is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress, performance or furnishing of the Work. CONTRACTOR acknowledges that OWNER and ENGINEER do not assume responsibility for the accuracy or completeness of information and data shown or indicated in the Contract Documents with respect to Underground Facilities at or contiguous to the Site. D. CONTRACTOR has obtained and carefully studied (or assumes risk for not doing so) all reasonable additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, including any specific means, methods, techniques, sequences, and procedures of construction expressly required by the Bidding Documents, and safety precautions and programs incident thereto. E. CONTRACTOR does not consider that any additional examinations, investigations, explorations, tests, studies or data are necessary for the performance and furnishing of the Work at the Contract Price, within the Contract Times and in accordance with the other terms and conditions of the Contract Documents. F. CONTRACTOR is aware of the general nature of work to be performed by OWNER and others at the site that relates to the Work as indicated in the Contract Documents. G. CONTRACTOR has correlated the information known to CONTRACTOR, information commonly known to contractors doing business in the locality of the Site, information and observations obtained from visits to the site, reports and drawings identified in the Contract Documents and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents. H. CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities or discrepancies in the Contract Documents and the written resolution thereof by ENGINEER through issued addendum or addenda is acceptable to CONTRACTOR, and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. When said conflicts, etc., have not been resolved through interpretation or clarification by ENGINEER, because of insufficient time or otherwise, CONTRACTOR has included in the Bid the greater quantity or better quality of Work, or compliance with the more stringent requirement resulting in a greater cost; and said greater cost is included in the Contract Price. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. Article 9. CONTRACT DOCUMENTS 9.1. Contents. A. The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the Work consist of the following: This Agreement (pages 1 to 6, inclusive). 10059265 Hutchinson Utilities Commission Unit 5 - Plant 1 Building Modifications - MechanicalFoundations AGREEMENT 005000-3 2. Bonds, identified as the following Exhibits. a. Performance Bond. b. Payment Bond. 3. General Conditions (pages 1 to _, inclusive). 4. Supplementary Conditions (pages 1 to _, inclusive). 5. Specifications and Attachment B as listed in Table of Contents of the Project Manual entitled Unit 6 and 7 — Foundations. 6. Addenda numbers to , inclusive. 7. CONTRACTOR's Bid (Bid Form ) marked Exhibit C. 8. The following which may be delivered or issued after the Effective Date of the AGREEMENT and are not attached thereto: a. Notice to Proceed. b. Field Orders. C. Work Change Directives. d. Change Orders. e. There are no Contract Documents other than those listed above in this Article 9. The Contract Documents may only be amended, modified or supplemented as provided in Paragraph 3.04 of the General Conditions. Article 10. MISCELLANEOUS 10.1 Terms. A. Terms used in this Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated in the General Conditions. 10.2. Assignment of Contract. A. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 10.3. Successors and Assigns. A. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents. 10059265 Hutchinson Utilities Commission Unit 5 - Plant 1 Building Modifications - MechanicalFoundations AGREEMENT 005000-4 10.4. Severability. A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONTRACTOR, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 10.5 CONTRACTOR'S Certifications. A. CONTRACTOR certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this Paragraph: 1. "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the bidding process or in the Contract execution. 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Contract to the detriment of OWNER, (b) to establish Bid or Contract prices at artificial non-competitive levels, or (c) to deprive OWNER of the benefits of free and open competition. 3. "collusive practice" means a scheme or arrangement between two or more BIDDERS, with or without the knowledge of OWNER, a purpose of which is to establish Bid prices at artificial, non-competitive levels. 4. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Contract. 10.6. Other Provisions. NONE 10059265 Hutchinson Utilities Commission Unit 5 - Plant 1 Building Modifications - MechanicalFoundations AGREEMENT 005000-5 IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in triplicate. One counterpart each has been delivered to OWNER, CONTRACTOR, and ENGINEER. All portions of the Contract Documents have been signed, initialed or identified by OWNER and CONTRACTOR or identified by ENGINEER on their behalf. This AGREEMENT will be effective on TBD 2018 (which is the Effective Date of the AGREEMENT). OWNER Hutchinson Utilities Commission CONTRACTOR IRE By: [CORPORATE SEAL] [CORPORATE SEAL] Attest Attest Address for giving notices: Address for giving notices: 225 Michigan Street SE Hutchinson, MN 55350 License No. NOTE: If CONTRACTOR is a corporation, attach evidence of authority to sign. END OF SECTION 10059265 Hutchinson Utilities Commission Unit 5 - Plant 1 Building Modifications - MechanicalFoundations AGREEMENT 005000-6 CONTRACTOR (name and address): OWNER (name and address): CONSTRUCTION CONTRACT Effective Date of the Agreement: Amount: Description (name and location): SECTION 00 61 14 PERFORMANCE BOND SURETY (name and address of principal place of business): BOND Bond Number: Date (not earlier than the Effective Date of the Agreement of the Construction Contract): Amount: Modifications to this Bond Form: None See Paragraph 16 Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Performance Bond to be duly executed by an authorized officer, agent, or representative. CONTRACTOR AS PRINCIPAL (seal) Contractor's Name and Corporate Seal By: Signature Print Name Title SURETY Surety's Name and Corporate Seal Bv: Signature (attach power of attorney) Print Name Title Attest: Attest: Signature Signature Title Title (seal) Notes: (1) Provide supplemental execution by any additional parties, such as joint venturers. (2) Any singular reference to Contractor, Surety, Owner, or other party shall be considered plural where applicable. 10059265-10111 Hutchinson Utilities Commission Units 6 & 7 - Foundations PERFORMANCE BOND 006113-1 1. The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. 2. If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Paragraph 3. 3. If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after: 3.1 The Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor, and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Paragraph 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor, and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; 3.2 The Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and 3.3 The Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. 4. Failure on the part of the Owner to comply with the notice requirement in Paragraph 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. 5. When the Owner has satisfied the conditions of Paragraph 3, the Surety shall promptly and at the Surety's expense take one of the following actions: 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owners concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Paragraph 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor, and with reasonable promptness under the circumstances: 5.4.1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or 5.4.2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. 6. If the Surety does not proceed as provided in Paragraph 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Paragraph 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. 7. If the Surety elects to act under Paragraph 5.1, 5.2, or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication for: 7.1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; 7.2 additional legal, design professional, and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Paragraph 5; and 7.3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. 8. If the Surety elects to act under Paragraph 5.1, 5.3, or 5.4, the Surety's liability is limited to the amount of this Bond. 9. The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors, and assigns. 10059265-10111 Hutchinson Utilities Commission Units 6 & 7 - Foundations PERFORMANCE BOND 006113-2 10. The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders, and other obligations. 11. Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this paragraph are void or prohibited by law, the minimum periods of limitations available to sureties as a defense in the jurisdiction of the suit shall be applicable. 12. Notice to the Surety, the Owner, or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. 13. When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 14. Definitions 14.1 Balance of the Contract Price: The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made including allowance for the Contractor for any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. 14.2 Construction Contract: The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. 14.3 Contractor Default: Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. 14.4 Owner Default: Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. 14.5 Contract Documents: All the documents that comprise the agreement between the Owner and Contractor. 15. If this Bond is issued for an agreement between a contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. 16. Modifications to this Bond are as follows: 10059265-10111 Hutchinson Utilities Commission Units 6 & 7 - Foundations PERFORMANCE BOND 006113-3 SECTION 00 61 14 PAYMENT BOND CONTRACTOR (name and address): SURETY (name and address of principal place of business): OWNER (name and address): CONSTRUCTION CONTRACT Effective Date of the Agreement: Amount: Description (name and location): BOND Bond Number: Date (not earlier than the Effective Date of the Agreement of the Construction Contract): Amount: Modifications to this Bond Form: ❑ None ❑ See Paragraph 18 Surety and Contractor, intending to be legally bound hereby, subject to the terms set forth below, do each cause this Payment Bond to be duly executed by an authorized officer, agent, or representative. CONTRACTOR AS PRINCIPAL SURETY (seal) Contractor's Name and Corporate Seal By: Signature Print Name Title Attest: Signature Surety's Name and Corporate Seal Bv: Signature (attach power of attorney) Print Name Title Attest: Signature Title Title (seal) 10059265-10111 Hutchinson Utilities Commission Units 6 & 7 - Foundations PAYMENTBOND 006114-1 Notes: (1) Provide supplemental execution by any additional parties, such as joint venturers. (2) Any singular reference to Contractor, Surety, Owner, or other party shall be considered plural where applicable. 10059265-10111 Hutchinson Utilities Commission Units 6 & 7 - Foundations PAYMENTBOND 0061 14 - 2 1. The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors, and assigns to the Owner to pay for labor, materials, and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. 2. If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies, and holds harmless the Owner from claims, demands, liens, or suits by any person or entity seeking payment for labor, materials, or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. 3. If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Paragraph 13) of claims, demands, liens, or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials, or equipment furnished for use in the performance of the Construction Contract, and tendered defense of such claims, demands, liens, or suits to the Contractor and the Surety. 4. When the Owner has satisfied the conditions in Paragraph 3, the Surety shall promptly and at the Surety's expense defend, indemnify, and hold harmless the Owner against a duly tendered claim, demand, lien, or suit. 5. The Surety's obligations to a Claimant under this Bond shall arise after the following: 5.1 Claimants who do not have a direct contract with the Contractor, 5.1.1 have furnished a written notice of non- payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and 6. If a notice of non-payment required by Paragraph 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Paragraph 5.1.1. 7. When a Claimant has satisfied the conditions of Paragraph 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and 7.2 Pay or arrange for payment of any undisputed amounts. 7.3 The Surety's failure to discharge its obligations under Paragraph 7.1 or 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Paragraph 7.1 or 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. 8. The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Paragraph 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. 10. The Surety shall not be liable to the Owner, Claimants, or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be 5.1.2 have sent a Claim to the Surety (at the liable for the payment of any costs or expenses of any address described in Paragraph 13). Claimant under this Bond, and shall have under this Bond no obligation to make payments to or give notice on 5.2 Claimants who are employed by or have a direct behalf of Claimants, or otherwise have any obligations to contract with the Contractor have sent a Claim to Claimants under this Bond. the Surety (at the address described in Paragraph 13). 10059265-10111 Hutchinson Utilities Commission Units 6 & 7 - Foundations PAYMENTBOND 0061 14 - 3 11. The Surety hereby waives notice of any change, including 6. The total amount earned by the Claimant for changes of time, to the Construction Contract or to related labor, materials, or equipment furnished as of subcontracts, purchase orders, and other obligations. the date of the Claim; 7. The total amount of previous payments 12. No suit or action shall be commenced by a Claimant under received by the Claimant; and this Bond other than in a court of competent jurisdiction in 8. The total amount due and unpaid to the the state in which the project that is the subject of the Claimant for labor, materials, or equipment Construction Contract is located or after the expiration of furnished as of the date of the Claim. one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Paragraph 5.1.2 or 5.2, or 16.2 Claimant: An individual or entity having a direct (2) on which the last labor or service was performed by contract with the Contractor or with a anyone or the last materials or equipment were furnished subcontractor of the Contractor to furnish labor, by anyone under the Construction Contract, whichever of materials, or equipment for use in the performance (1) or (2) first occurs. If the provisions of this paragraph of the Construction Contract. The term Claimant are void or prohibited by law, the minimum period of also includes any individual or entity that has limitation available to sureties as a defense in the rightfully asserted a claim under an applicable jurisdiction of the suit shall be applicable. mechanic's lien or similar statute against the real property upon which the Project is located. The 13. Notice and Claims to the Surety, the Owner, or the intent of this Bond shall be to include without Contractor shall be mailed or delivered to the address limitation in the terms of "labor, materials, or shown on the page on which their signature appears. equipment" that part of the water, gas, power, Actual receipt of notice or Claims, however accomplished, light, heat, oil, gasoline, telephone service, or shall be sufficient compliance as of the date received. rental equipment used in the Construction Contract, architectural and engineering services 14. When this Bond has been furnished to comply with a required for performance of the work of the statutory or other legal requirement in the location where Contractor and the Contractor's subcontractors, the construction was to be performed, any provision in and all other items for which a mechanic's lien may this Bond conflicting with said statutory or legal be asserted in the jurisdiction where the labor, requirement shall be deemed deleted herefrom and materials, or equipment were furnished. provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When 16.3 Construction Contract: The agreement between so furnished, the intent is that this Bond shall be construed the Owner and Contractor identified on the cover as a statutory bond and not as a common law bond. page, including all Contract Documents and all changes made to the agreement and the Contract 15. Upon requests by any person or entity appearing to be a Documents. potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall 16.4 Owner Default: Failure of the Owner, which has permit a copy to be made. not been remedied or waived, to pay the Contractor as required under the Construction 16. Definitions Contract or to perform and complete or comply with the other material terms of the Construction 16.1 Claim: A written statement by the Claimant Contract. including at a minimum: 16.5 Contract Documents: All the documents that 1. The name of the Claimant; comprise the agreement between the Owner and 2. The name of the person for whom the labor Contractor. was done, or materials or equipment furnished; 17. If this Bond is issued for an agreement between a 3. A copy of the agreement or purchase order contractor and subcontractor, the term Contractor in this pursuant to which labor, materials, or Bond shall be deemed to be Subcontractor and the term equipment was furnished for use in the Owner shall be deemed to be Contractor. performance of the Construction Contract; 4. A brief description of the labor, materials, or 18. Modifications to this Bond are as follows: equipment furnished; 5. The date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; 10059265-10111 Hutchinson Utilities Commission Units 6 & 7 - Foundations PAYMENTBOND 0061 14 - 4 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 Laws and Regulations. SECTION 00 72 00 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT -.. DOCUMENTS' commrrEE Issued and Published Jointly by Amy KKAN COUNO: OJI, V N(JND RWNG 4,caM VANWw ,l • e « ` C'i EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. These General Conditions have been prepared for use with the Agreement Between Owner and Contractor for Construction Contract (EJCDC° C-520, Stipulated Sum, or C-525, Cost -Plus, 2013 Editions). Their provisions are interrelated and a change in one may necessitate a change in the other. To prepare supplementary conditions that are coordinated with the General Conditions, use EJCDC's Guide to the Preparation of Supplementary Conditions (EJCDC° C-800, 2013 Edition). The full EJCDC Construction series of documents is discussed in the Commentary on the 2013 EJCDC Construction Documents (EJCDC° C-001, 2013 Edition). Copyright © 2013: National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882 www. nspe.or American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474 www.acec.or American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asce.or The copyright for this document is owned jointly by the three sponsoring organizations listed above. The National Society of Professional Engineers is the Copyright Administrator for the EJCDC documents; please direct all inquiries regarding EJCDC copyrights to NSPE. NOTE: EJCDC publications may be purchased at www.eicdc.org, or from any of the sponsoring organizations above. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Page Article 1— Definitions and Terminology......................................................................................... 1 1.01 Defined Terms........................................................................................................................1 1.02 Terminology...........................................................................................................................5 Article 2 — Preliminary Matters....................................................................................................... 6 2.01 Delivery of Bonds and Evidence of Insurance........................................................................6 2.02 Copies of Documents.............................................................................................................6 2.03 Before Starting Construction.................................................................................................6 2.04 Preconstruction Conference; Designation of Authorized Representatives ...........................7 2.05 Initial Acceptance of Schedules.............................................................................................7 2.06 Electronic Transmittals...........................................................................................................7 Article 3 — Documents: Intent, Requirements, Reuse.................................................................... 8 3.01 Intent...................................................................................................................................... 8 3.02 Reference Standards..............................................................................................................8 3.03 Reporting and Resolving Discrepancies.................................................................................8 3.04 Requirements of the Contract Documents............................................................................9 3.05 Reuse of Documents............................................................................................................10 Article 4 — Commencement and Progress of the Work................................................................ 10 4.01 Commencement of Contract Times; Notice to Proceed......................................................10 4.02 Starting the Work.................................................................................................................10 4.03 Reference Points..................................................................................................................10 4.04 Progress Schedule................................................................................................................10 4.05 Delays in Contractor's Progress...........................................................................................11 Article 5 —Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions..................................................................................................................................... 12 5.01 Availability of Lands.............................................................................................................12 5.02 Use of Site and Other Areas.................................................................................................12 5.03 Subsurface and Physical Conditions.....................................................................................13 5.04 Differing Subsurface or Physical Conditions........................................................................14 5.05 Underground Facilities.........................................................................................................15 EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page i 5.06 Hazardous Environmental Conditions at Site.......................................................................17 Article 6 — Bonds and Insurance................................................................................................... 19 6.01 Performance, Payment, and Other Bonds...........................................................................19 6.02 Insurance —General Provisions............................................................................................19 6.03 Contractor's Insurance.........................................................................................................20 6.04 Owner's Liability Insurance..................................................................................................23 6.05 Property Insurance...............................................................................................................23 6.06 Waiver of Rights...................................................................................................................25 6.07 Receipt and Application of Property Insurance Proceeds...................................................25 Article 7 — Contractor's Responsibilities....................................................................................... 26 7.01 Supervision and Superintendence.......................................................................................26 7.02 Labor; Working Hours.......................................................................................................... 26 7.03 Services, Materials, and Equipment.....................................................................................26 7.04 "Or Equals"...........................................................................................................................27 7.05 Substitutes........................................................................................................................... 28 7.06 Concerning Subcontractors, Suppliers, and Others.............................................................29 7.07 Patent Fees and Royalties....................................................................................................31 7.08 Permits.................................................................................................................................31 7.09 Taxes.................................................................................................................................... 32 7.10 Laws and Regulations...........................................................................................................32 7.11 Record Documents...............................................................................................................32 7.12 Safety and Protection...........................................................................................................32 7.13 Safety Representative.......................................................................................................... 33 7.14 Hazard Communication Programs.......................................................................................33 7.15 Emergencies.........................................................................................................................34 7.16 Shop Drawings, Samples, and Other Submittals..................................................................34 7.17 Contractor's General Warranty and Guarantee................................................................... 36 7.18 Indemnification.................................................................................................................... 37 7.19 Delegation of Professional Design Services......................................................................... 37 Article 8 — Other Work at the Site................................................................................................ 38 8.01 Other Work.......................................................................................................................... 38 8.02 Coordination........................................................................................................................39 8.03 Legal Relationships...............................................................................................................39 EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page ii Article 9 — Owner's Responsibilities.............................................................................................. 40 9.01 Communications to Contractor............................................................................................40 9.02 Replacement of Engineer.....................................................................................................40 9.03 Furnish Data.........................................................................................................................40 9.04 Pay When Due......................................................................................................................40 9.05 Lands and Easements; Reports, Tests, and Drawings..........................................................40 9.06 Insurance.............................................................................................................................. 40 9.07 Change Orders......................................................................................................................40 9.08 Inspections, Tests, and Approvals........................................................................................41 9.09 Limitations on Owner's Responsibilities..............................................................................41 9.10 Undisclosed Hazardous Environmental Condition...............................................................41 9.11 Evidence of Financial Arrangements....................................................................................41 9.12 Safety Programs...................................................................................................................41 Article 10— Engineer's Status During Construction...................................................................... 41 10.01 Owner's Representative.......................................................................................................41 10.02 Visits to Site..........................................................................................................................41 10.03 Project Representative.........................................................................................................42 10.04 Rejecting Defective Work.....................................................................................................42 10.05 Shop Drawings, Change Orders and Payments....................................................................42 10.06 Determinations for Unit Price Work....................................................................................42 10.07 Decisions on Requirements of Contract Documents and Acceptability of Work ................42 10.08 Limitations on Engineer's Authority and Responsibilities....................................................42 10.09 Compliance with Safety Program.........................................................................................43 Article 11— Amending the Contract Documents; Changes in the Work ...................................... 43 11.01 Amending and Supplementing Contract Documents..........................................................43 11.02 Owner -Authorized Changes in the Work.............................................................................44 11.03 Unauthorized Changes in the Work.....................................................................................44 11.04 Change of Contract Price.....................................................................................................44 11.05 Change of Contract Times....................................................................................................45 11.06 Change Proposals.................................................................................................................45 11.07 Execution of Change Orders.................................................................................................46 11.08 Notification to Surety...........................................................................................................47 Article12 — Claims......................................................................................................................... 47 EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page iii 12.01 Claims...................................................................................................................................47 Article 13 — Cost of the Work; Allowances; Unit Price Work ........................................................ 48 13.01 Cost of the Work.................................................................................................................. 48 13.02 Allowances........................................................................................................................... 50 13.03 Unit Price Work....................................................................................................................51 Article 14—Tests and Inspections; Correction, Removal or Acceptance of Defective Work....... 52 14.01 Access to Work..................................................................................................................... 52 14.02 Tests, Inspections, and Approvals........................................................................................52 14.03 Defective Work.....................................................................................................................53 14.04 Acceptance of Defective Work.............................................................................................53 14.05 Uncovering Work.................................................................................................................53 14.06 Owner May Stop the Work..................................................................................................54 14.07 Owner May Correct Defective Work.................................................................................... 54 Article 15 — Payments to Contractor; Set -Offs; Completion; Correction Period .......................... 55 15.01 Progress Payments...............................................................................................................55 15.02 Contractor's Warranty of Title............................................................................................. 58 15.03 Substantial Completion........................................................................................................58 15.04 Partial Use or Occupancy.....................................................................................................59 15.05 Final Inspection....................................................................................................................59 15.06 Final Payment.......................................................................................................................59 15.07 Waiver of Claims..................................................................................................................61 15.08 Correction Period.................................................................................................................61 Article 16 — Suspension of Work and Termination....................................................................... 62 16.01 Owner May Suspend Work..................................................................................................62 16.02 Owner May Terminate for Cause......................................................................................... 62 16.03 Owner May Terminate For Convenience.............................................................................63 16.04 Contractor May Stop Work or Terminate............................................................................63 Article 17— Final Resolution of Disputes...................................................................................... 64 17.01 Methods and Procedures.....................................................................................................64 Article18— Miscellaneous............................................................................................................ 64 18.01 Giving Notice........................................................................................................................64 18.02 Computation of Times..........................................................................................................64 18.03 Cumulative Remedies..........................................................................................................64 EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page iv 18.04 Limitation of Damages.........................................................................................................65 18.05 No Waiver............................................................................................................................65 18.06 Survival of Obligations.........................................................................................................65 18.07 Controlling Law....................................................................................................................65 18.08 Headings...............................................................................................................................65 EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page v ARTICLE 1— DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the Bidding Requirements or Contract Documents, a term printed with initial capital letters, including the term's singular and plural forms, will have the meaning indicated in the definitions below. 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, executed by Owner and Contractor, that sets forth the Contract Price and Contract Times, identifies the parties and the Engineer, and designates the specific items that are Contract Documents. 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. Bid —The offer of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 5. Bidder —An individual or entity that submits a Bid to Owner. 6. Bidding Documents —The Bidding Requirements, the proposed Contract Documents, and all Addenda. 7. Bidding Requirements —The advertisement or invitation to bid, Instructions to Bidders, Bid Bond or other Bid security, if any, the Bid Form, and the Bid with any attachments. 8. Change Order —A document 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, or other revision to the Contract, issued on or after the Effective Date of the Contract. 9. Change Proposal —A written request by Contractor, duly submitted in compliance with the procedural requirements set forth herein, seeking an adjustment in Contract Price or Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; challenging a set-off against payments due; or seeking other relief with respect to the terms of the Contract. 10. Claim —(a) A demand or assertion by Owner directly to Contractor, duly submitted in compliance with the procedural requirements set forth herein: seeking an adjustment of Contract Price or Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; contesting Engineer's decision regarding a Change Proposal; seeking resolution of a contractual issue that Engineer has declined to address; or seeking other relief with respect to the terms of the Contract; or (b) a demand or assertion by Contractor directly to Owner, duly submitted in compliance with the procedural requirements set forth herein, contesting Engineer's decision regarding a Change Proposal; or seeking resolution of a contractual issue that Engineer EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 65 has declined to address. A demand for money or services by a third party is not a Claim. 11. Constituent of Concern —Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; or (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 12. Contract —The entire and integrated written contract between the Owner and Contractor concerning the Work. 13. Contract Documents —Those items so designated in the Agreement, and which together comprise the Contract. 14. Contract Price —The money that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. . 15. Contract Times —The number of days or the dates by which Contractor shall: (a) achieve Milestones, if any; (b) achieve Substantial Completion; and (c) complete the Work. 16. Contractor —The individual or entity with which Owner has contracted for performance of the Work. 17. Cost of the Work —See Paragraph 13.01 for definition. 18. Drawings —The part of the Contract that graphically shows the scope, extent, and character of the Work to be performed by Contractor. 19. Effective Date of the Contract —The date, indicated in the Agreement, on which the Contract becomes effective. 20. Engineer —The individual or entity named as such in the Agreement. 21. Field Order —A written order issued by Engineer which requires minor changes in the Work but does not change the Contract Price or the Contract Times. 22. Hazardous Environmental Condition —The presence at the Site of Constituents of Concern in such quantities or circumstances that may present a danger to persons or property exposed thereto. The presence at the Site of materials that are necessary for the execution of the Work, or that are to be incorporated in the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract, does not establish a Hazardous Environmental Condition. 23. Laws and Regulations; Laws or Regulations —Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 65 24. Liens —Charges, security interests, or encumbrances upon Contract -related funds, real property, or personal property. 25. Milestone —A principal event in the performance of the Work that the Contract requires Contractor to achieve by an intermediate completion date or by a time prior to Substantial Completion of all the Work. 26. Notice of Award —The written notice by Owner to a Bidder of Owner's acceptance of the Bid. 27. Notice to Proceed —A written notice by Owner to Contractor fixing the date on which the Contract Times will commence to run and on which Contractor shall start to perform the Work. 28. Owner —The individual or entity with which Contractor has contracted regarding the Work, and which has agreed to pay Contractor for the performance of the Work, pursuant to the terms of the Contract. 29. 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. 30. Project —The total undertaking to be accomplished for Owner by engineers, contractors, and others, including planning, study, design, construction, testing, commissioning, and start-up, and of which the Work to be performed under the Contract Documents is a part. 31. Project Manual —The written documents prepared for, or made available for, procuring and constructing the Work, including but not limited to the Bidding Documents or other construction procurement documents, geotechnical and existing conditions information, the Agreement, bond forms, General Conditions, Supplementary Conditions, and Specifications. The contents of the Project Manual may be bound in one or more volumes. 32. Resident Project Representative —The authorized representative of Engineer assigned to assist Engineer at the Site. As used herein, the term Resident Project Representative or "RPR" includes any assistants or field staff of Resident Project Representative. 33. Samples —Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged. 34. Schedule of Submittals —A schedule, prepared and maintained by Contractor, of required submittals and the time requirements for Engineer's review of the submittals and the performance of related construction activities. 35. 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. 36. Shop Drawings —All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 65 37. 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, and such other lands furnished by Owner which are designated for the use of Contractor. 38. Specifications —The part of the Contract that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 39. 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. 40. 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. 41. Successful Bidder —The Bidder whose Bid the Owner accepts, and to which the Owner makes an award of contract, subject to stated conditions. 42. Supplementary Conditions —The part of the Contract that amends or supplements these General Conditions. 43. Supplier —A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or a Subcontractor. 44. Technical Data —Those items expressly identified as Technical Data in the Supplementary Conditions, with respect to either (a) subsurface conditions at the Site, or physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities) or (b) Hazardous Environmental Conditions at the Site. If no such express identifications of Technical Data have been made with respect to conditions at the Site, then the data contained in boring logs, recorded measurements of subsurface water levels, laboratory test results, and other factual, objective information regarding conditions at the Site that are set forth in any geotechnical or environmental report prepared for the Project and made available to Contractor are hereby defined as Technical Data with respect to conditions at the Site under Paragraphs 5.03, 5.04, and 5.06. 45. 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 but not limited to those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 46. Unit Price Work —Work to be paid for on the basis of unit prices. 47. 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; furnishing, installing, and incorporating all materials and equipment into such construction; and may include related services such as testing, start-up, and commissioning, all as required by the Contract Documents. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 65 48. Work Change Directive —A written directive to Contractor issued on or after the Effective Date of the Contract, signed by Owner and recommended by Engineer, ordering an addition, deletion, or revision in the Work. 1.02 Terminology A. The words and terms discussed in the following paragraphs are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated 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 information in the Contract Documents and with the design concept of the 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 Article 10 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 15.03 or 15.04). 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. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 65 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. If the Contract Documents establish an obligation of Contractor with respect to specific services, materials, or equipment, but do not expressly use any of the four words "furnish," "install," "perform," or "provide," then Contractor shall furnish and install said services, materials, or equipment complete and ready for intended use. F. Unless stated otherwise in the Contract Documents, words or phrases that 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. Bonds: 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 Contractor's Insurance: When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner, with copies to each named insured and additional insured (as identified in the Supplementary Conditions or elsewhere in the Contract), the certificates and other evidence of insurance required to be provided by Contractor in accordance with Article 6. C. Evidence of Owner's Insurance: After receipt of the executed counterparts of the Agreement and all required bonds and insurance documentation, Owner shall promptly deliver to Contractor, with copies to each named insured and additional insured (as identified in the Supplementary Conditions or otherwise), the certificates and other evidence of insurance required to be provided by Owner under Article 6. 2.02 Copies of Documents A. Owner shall furnish to Contractor four printed copies of the Contract (including one fully executed counterpart of the Agreement), and one copy in electronic portable document format (PDF). Additional printed copies will be furnished upon request at the cost of reproduction. B. Owner shall maintain and safeguard at least one original printed record version of the Contract, including Drawings and Specifications signed and sealed by Engineer and other design professionals. Owner shall make such original printed record version of the Contract available to Contractor for review. Owner may delegate the responsibilities under this provision to Engineer. 2.03 Before Starting Construction A. Preliminary Schedules: Within 10 days after the Effective Date of the Contract (or as otherwise specifically required by the Contract Documents), 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; 2. a preliminary Schedule of Submittals; and EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 65 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 subdivides 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. 2.04 Preconstruction Conference; Designation of Authorized Representatives 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 2.03.A, procedures for handling Shop Drawings, Samples, and other submittals, processing Applications for Payment, electronic or digital transmittals, and maintaining required records. B. At this conference Owner and Contractor each shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individuals shall have the authority to transmit and receive information, render decisions relative to the Contract, and otherwise act on behalf of each respective party. 2.05 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 2.03.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. 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 the component parts of the Work. 2.06 Electronic Transmittals A. Except as otherwise stated elsewhere in the Contract, the Owner, Engineer, and Contractor may transmit, and shall accept, Project -related correspondence, text, data, documents, drawings, information, and graphics, including but not limited to Shop Drawings and other submittals, in electronic media or digital format, either directly, or through access to a secure Project website. B. If the Contract does not establish protocols for electronic or digital transmittals, then Owner, Engineer, and Contractor shall jointly develop such protocols. C. When transmitting items in electronic media or digital format, the transmitting party makes no representations as to long term compatibility, usability, or readability of the items resulting from the recipient's use of software application packages, operating systems, or EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 65 computer hardware differing from those used in the drafting or transmittal of the items, or from those established in applicable transmittal protocols. ARTICLE 3 — DOCUMENTS: INTENT, REQUIREMENTS, 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 Documents. C. Unless otherwise stated in the Contract Documents, if there is a discrepancy between the electronic or digital versions of the Contract Documents (including any printed copies derived from such electronic or digital versions) and the printed record version, the printed record version shall govern. D. The Contract supersedes prior negotiations, representations, and agreements, whether written or oral. E. Engineer will issue clarifications and interpretations of the Contract Documents as provided herein. 3.02 Reference Standards A. Standards Specifications, Codes, Laws and Regulations 1. Reference in the Contract Documents to standard specifications, manuals, reference standards, 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, reference standard, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Contract if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard specification, manual, reference standard, 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 part of the Contract Documents prepared by or for Engineer. No such provision or instruction shall be effective to assign to Owner, Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the part of the Contract Documents prepared by or for Engineer. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Contractor's Verification of Figures and Field Measurements: Before undertaking each part of the Work, Contractor shall carefully study the Contract Documents, and check and verify pertinent figures and dimensions therein, particularly with respect to applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall not proceed with any Work affected thereby until the conflict, EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 of 65 error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract Documents issued pursuant to Paragraph 11.01. 2. Contractor's Review of Contract Documents: If, before or during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any Supplier, then 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 7.15) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract Documents issued pursuant to Paragraph 11.01. 3. Contractor shall not be liable to Owner or Engineer for failure to report any conflict, error, ambiguity, or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof. B. Resolving Discrepancies: 1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the part of the Contract Documents prepared by or for Engineer shall take precedence in resolving any conflict, error, ambiguity, or discrepancy between such provisions of the Contract Documents and: a. the provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference as a Contract Document); or b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 3.04 Requirements of the Contract Documents A. During the performance of the Work and until final payment, Contractor and Owner shall submit to the Engineer all matters in question concerning the requirements of the Contract Documents (sometimes referred to as requests for information or interpretation—RFIs), or relating to the acceptability of the Work under the Contract Documents, as soon as possible after such matters arise. Engineer will be the initial interpreter of the requirements of the Contract Documents, and judge of the acceptability of the Work thereunder. B. Engineer will, with reasonable promptness, render a written clarification, interpretation, or decision on the issue submitted, or initiate an amendment or supplement to the Contract Documents. Engineer's written clarification, interpretation, or decision will be final and binding on Contractor, unless it appeals by submitting a Change Proposal, and on Owner, unless it appeals by filing a Claim. C. If a submitted matter in question concerns terms and conditions of the Contract Documents that do not involve (1) the performance or acceptability of the Work under the Contract Documents, (2) the design (as set forth in the Drawings, Specifications, or otherwise), or (3) other engineering or technical matters, then Engineer will promptly give written notice to Owner and Contractor that Engineer is unable to provide a decision or interpretation. If Owner and Contractor are unable to agree on resolution of such a matter in question, either party may pursue resolution as provided in Article 12. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 of 65 3.05 Reuse of Documents A. Contractor and its Subcontractors and Suppliers 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 its consultants, including electronic media editions, or reuse any 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 adaptation by Engineer; or 2. have or acquire any title or ownership rights in any other Contract Documents, reuse any such Contract Documents for any purpose without Owner's express written consent, or violate any copyrights pertaining to such Contract Documents. B. The prohibitions 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. ARTICLE 4 — COMMENCEMENT AND PROGRESS OF THE WORK 4.01 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 Contract 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 Contract. In no event will the Contract Times commence to run later than the sixtieth day after the day of Bid opening or the thirtieth day after the Effective Date of the Contract, whichever date is earlier. 4.02 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 such date. 4.03 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. 4.04 Progress Schedule A. Contractor shall adhere to the Progress Schedule established in accordance with Paragraph 2.05 as it may be adjusted from time to time as provided below. 1. Contractor shall submit to Engineer for acceptance (to the extent indicated in Paragraph 2.05) proposed adjustments in the Progress Schedule that will not result in changing the Contract Times. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 of 65 2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 11. B. Contractor shall carry on the Work and adhere to the Progress Schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, or during any appeal process, except as permitted by Paragraph 16.04, or as Owner and Contractor may otherwise agree in writing. 4.05 Delays in Contractor's Progress A. If Owner, Engineer, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Times and Contract Price. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. B. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of Contractor. Delay, disruption, and interference attributable to and within the control of a Subcontractor or Supplier shall be deemed to be within the control of Contractor. C. If Contractor's performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of Owner, Contractor, and those for which they are responsible, then Contractor shall be entitled to an equitable adjustment in Contract Times. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. Such an adjustment shall be Contractor's sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. Causes of delay, disruption, or interference that may give rise to an adjustment in Contract Times under this paragraph include but are not limited to the following: 1. severe and unavoidable natural catastrophes such as fires, floods, epidemics, and earthquakes; 2. abnormal weather conditions; 3. acts or failures to act of utility owners (other than those performing other work at or adjacent to the Site by arrangement with the Owner, as contemplated in Article 8); and 4. acts of war or terrorism. D. Delays, disruption, and interference to the performance or progress of the Work resulting from the existence of a differing subsurface or physical condition, an Underground Facility that was not shown or indicated by the Contract Documents, or not shown or indicated with reasonable accuracy, and those resulting from Hazardous Environmental Conditions, are governed by Article 5. E. Paragraph 8.03 governs delays, disruption, and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacent to the Site. F. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for any delay, disruption, or interference if such delay is concurrent with a delay, disruption, or interference caused by or within the control of Contractor. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 of 65 G. Contractor must submit any Change Proposal seeking an adjustment in Contract Price or Contract Times under this paragraph within 30 days of the commencement of the delaying, disrupting, or interfering event. ARTICLE 5 —AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 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. 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 permanent improvements are to be made 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. 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Contractor shall confine construction equipment, temporary construction facilities, the storage of materials and equipment, and the operations of workers to the Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise, and other adjacent areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and such other adjacent areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for (a) damage to the Site; (b) damage to any such other adjacent areas used for Contractor's operations; (c) damage to any other adjacent land or areas; and (d) for injuries and losses sustained by the owners or occupants of any such land or areas; provided that such damage or injuries result from the performance of the Work or from other actions or conduct of the Contractor or those for which Contractor is responsible. 2. If a damage or injury claim is made by the owner or occupant of any such land or area because of the performance of the Work, or because of other actions or conduct of the Contractor or those for which Contractor is responsible, Contractor shall (a) take immediate corrective or remedial action as required by Paragraph 7.12, or otherwise; (b) promptly attempt to settle the claim as to all parties through negotiations with such owner or occupant, or otherwise resolve the claim by arbitration or other dispute resolution proceeding, or at law; and (c) to the fullest extent permitted by Laws and Regulations, indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against any such claim, and against all 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 any claim or action, legal or equitable, brought by any such owner or occupant against Owner, Engineer, or any other party indemnified hereunder to the extent caused directly or indirectly, in whole or in part EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 of 65 by, or based upon, Contractor's performance of the Work, or because of other actions or conduct of the Contractor or those for which Contractor is responsible. B. Removal of Debris During Performance of the Work: During the progress of the Work the Contractor shall keep the Site and other adjacent areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C. Cleaning: Prior to Substantial Completion of the Work Contractor shall clean the Site and the Work and make it ready for utilization by Owner. At the completion of the Work Contractor shall remove from the Site and adjacent areas all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents. D. Loading of Structures: Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent structures or land to stresses or pressures that will endanger them. 5.03 Subsurface and Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: 1. those reports known to Owner of explorations and tests of subsurface conditions at or adjacent to the Site; 2. those drawings known to Owner of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities); and 3. Technical Data contained in such reports and drawings. B. Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the Technical Data expressly identified in the Supplementary Conditions with respect to such reports and drawings, but such reports and drawings are not Contract Documents. If no such express identification has been made, then Contractor may rely upon the accuracy of the Technical Data (as defined in Article 1) contained in any geotechnical or environmental report prepared for the Project and made available to Contractor. Except for such reliance on Technical Data, Contractor may not rely upon or make any claim against Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, 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. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 of 65 5.04 Differing Subsurface or Physical Conditions A. Notice by Contractor: If Contractor believes that any subsurface or physical condition that is uncovered or revealed at the Site 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 5.03 is materially inaccurate; or 2. is of such a nature as to require a change in the Drawings or Specifications; 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 connection therewith (except in an emergency as required by Paragraph 7.15), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except with respect to an emergency) until receipt of a written statement permitting Contractor to do so. B. Engineer's Review: After receipt of written notice as required by the preceding paragraph, Engineer will promptly review the subsurface or physical condition in question; determine the necessity of Owner's obtaining additional exploration or tests with respect to the condition; conclude whether the condition falls within any one or more of the differing site condition categories in Paragraph 5.04.A above; obtain any pertinent cost or schedule information from Contractor; prepare recommendations to Owner regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question and the need for any change in the Drawings or Specifications; and advise Owner in writing of Engineer's findings, conclusions, and recommendations. C. Owner's Statement to Contractor Regarding Site Condition: After receipt of Engineer's written findings, conclusions, and recommendations, Owner shall issue a written statement to Contractor (with a copy to Engineer) regarding the subsurface or physical condition in question, addressing the resumption of Work in connection with such condition, indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting Engineer's written findings, conclusions, and recommendations, in whole or in part. D. Possible Price and Times Adjustments: 1. Contractor shall be entitled to an equitable adjustment in Contract Price or Contract Times, or both, to the extent that the existence of a differing subsurface or physical condition, or any related delay, disruption, or interference, 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 fall within any one or more of the categories described in Paragraph 5.04.A; 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 Paragraph 13.03; and, EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 of 65 C. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. 2. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times with respect to a subsurface or physical condition if: a. Contractor knew of the existence of such condition at the time Contractor made a 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 otherwise; or b. the existence of such condition reasonably could have been discovered or revealed as a result of any examination, investigation, exploration, test, or study of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor's making such commitment; or C. Contractor failed to give the written notice as required by Paragraph 5.04.A. 3. If Owner and Contractor agree regarding Contractor's entitlement to and the amount or extent of any adjustment in the Contract Price or Contract Times, or both, then any such adjustment shall be set forth in a Change Order. 4. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of any adjustment in the Contract Price or Contract Times, or both, no later than 30 days after Owner's issuance of the Owner's written statement to Contractor regarding the subsurface or physical condition in question. 5.05 Underground Facilities A. Contractor's Responsibilities: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent 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 Supplementary Conditions: 1. Owner and Engineer do not warrant or guarantee the accuracy or completeness of any such information or data provided by others; 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 information and data regarding existing Underground Facilities at the Site; b. locating all Underground Facilities shown or indicated in the Contract Documents as being at the Site; C. coordination of the Work with the owners (including Owner) of such Underground Facilities, during construction; and d. the safety and protection of all existing Underground Facilities at the Site, and repairing any damage thereto resulting from the Work. B. Notice by Contractor: If Contractor believes that an Underground Facility that is uncovered or revealed at the Site was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy, then Contractor shall, promptly after EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 of 65 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 7.15), identify the owner of such Underground Facility and give written notice to that owner and to Owner and Engineer. C. Engineer's Review: Engineer will promptly review the Underground Facility and conclude whether such Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; obtain any pertinent cost or schedule information from Contractor; prepare recommendations to Owner regarding the Contractor's resumption of Work in connection with the Underground Facility in question; determine the extent, if any, to which a change is required in the Drawings or Specifications to reflect and document the consequences of the existence or location of the Underground Facility; and advise Owner in writing of Engineer's findings, conclusions, and recommendations. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. D. Owner's Statement to Contractor Regarding Underground Facility: After receipt of Engineer's written findings, conclusions, and recommendations, Owner shall issue a written statement to Contractor (with a copy to Engineer) regarding the Underground Facility in question, addressing the resumption of Work in connection with such Underground Facility, indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting Engineer's written findings, conclusions, and recommendations in whole or in part. E. Possible Price and Times Adjustments: 1. Contractor shall be entitled to an equitable adjustment in the Contract Price or Contract Times, or both, to the extent that any existing Underground Facility at the Site that was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy, or any related delay, disruption, or interference, causes an increase or decrease in Contractor's cost of, or time required for, performance of the Work; subject, however, to the following: a. Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated the existence or actual location of the Underground Facility in question; 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 Paragraph 13.03; C. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times; and d. Contractor gave the notice required in Paragraph 5.05.13. 2. If Owner and Contractor agree regarding Contractor's entitlement to and the amount or extent of any adjustment in the Contract Price or Contract Times, or both, then any such adjustment shall be set forth in a Change Order. 3. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of any adjustment in the Contract Price or Contract Times, or both, no later than 30 days after Owner's issuance of the Owner's written statement to Contractor regarding the Underground Facility in question. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 16 of 65 5.06 Hazardous Environmental Conditions at Site A. Reports and Drawings: The Supplementary Conditions identify: 1. those reports and drawings known to Owner relating to Hazardous Environmental Conditions that have been identified at or adjacent to the Site; and 2. Technical Data contained in such reports and drawings. B. Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the Technical Data expressly identified in the Supplementary Conditions with respect to such reports and drawings, but such reports and drawings are not Contract Documents. If no such express identification has been made, then Contractor may rely on the accuracy of the Technical Data (as defined in Article 1) contained in any geotechnical or environmental report prepared for the Project and made available to Contractor. Except for such reliance on Technical Data, Contractor may not rely upon or make any claim against Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors 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. C. Contractor shall not be responsible for removing or remediating any Hazardous Environmental Condition encountered, uncovered, or revealed at the Site unless such removal or remediation is expressly identified in the Contract Documents to be within the scope of the Work. D. Contractor shall be responsible for controlling, containing, and duly removing all Constituents of Concern brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible, and for any associated costs; and for the costs of removing and remediating any Hazardous Environmental Condition created by the presence of any such Constituents of Concern. E. If Contractor encounters, uncovers, or reveals a Hazardous Environmental Condition whose removal or remediation is not expressly identified in the Contract Documents as being within the scope of the Work, or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, then Contractor shall immediately: (1) secure or otherwise isolate such condition; (2) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 7.15); and (3) 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. Promptly after consulting with Engineer, Owner shall take such actions as are necessary to permit Owner to timely obtain required permits and provide Contractor the written notice required by Paragraph 5.06.F. If Contractor or anyone for whom Contractor is responsible created the Hazardous Environmental Condition in question, then Owner may remove and remediate the Hazardous Environmental Condition, and impose a set-off against payments to account for the associated costs. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 17 of 65 F. Contractor shall not resume Work in connection with such Hazardous Environmental Condition or in any affected area until after Owner has obtained any required permits related thereto, and delivered written notice to Contractor either (1) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work, or (2) specifying any special conditions under which such Work may be resumed safely. G. 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 stoppage or such special conditions under which Work is agreed to be resumed by Contractor, then within 30 days of Owner's written notice regarding the resumption of Work, Contractor may submit a Change Proposal, or Owner may impose a set-off. H. 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, following the contractual change procedures in Article 11. Owner may have such deleted portion of the Work performed by Owner's own forces or others in accordance with Article 8. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Contractor, Subcontractors, and Engineer, and the officers, directors, members, 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 (1) was not shown or indicated in the Drawings, Specifications, or other Contract Documents, identified as Technical Data entitled to limited reliance pursuant to Paragraph 5.06.13, or identified in the Contract Documents to be included within the scope of the Work, and (2) was not created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 5.06.1 shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. J. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, 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 the failure to control, contain, or remove a Constituent of Concern brought to the Site by Contractor or by anyone for whom Contractor is responsible, or to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 5.06.J shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. K. The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of Constituents of Concern or to a Hazardous Environmental Condition uncovered or revealed at the Site. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 18 of 65 ARTICLE 6 — BONDS AND INSURANCE 6.01 Performance, Payment, and Other Bonds A. Contractor shall furnish a performance bond and a payment bond, 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. 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 in Paragraph 15.08, whichever is later, except as provided otherwise by Laws or Regulations, the Supplementary Conditions, or other specific provisions of the Contract. Contractor shall also furnish such other bonds as are required by the Supplementary Conditions or other specific provisions of the Contract. B. All bonds shall be in the form prescribed by the Contract except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (as amended and supplemented) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. A bond signed by an agent or attorney -in -fact must be accompanied by a certified copy of that individual's authority to bind the surety. The evidence of authority shall show that it is effective on the date the agent or attorney -in -fact signed the accompanying bond. C. Contractor shall obtain the required bonds from surety companies that are duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds in the required amounts. D. If the surety on a bond furnished by Contractor is declared bankrupt or becomes insolvent, or its right to do business is terminated in any state or jurisdiction where any part of the Project is located, or the surety ceases to meet the requirements above, then 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 bond and surety requirements above. E. If Contractor has failed to obtain a required bond, Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 16. F. Upon request, Owner shall provide a copy of the payment bond to any Subcontractor, Supplier, or other person or entity claiming to have furnished labor or materials used in the performance of the Work. 6.02 Insurance —General Provisions A. Owner and Contractor shall obtain and maintain insurance as required in this Article and in the Supplementary Conditions. B. All insurance required by the Contract to be purchased and maintained by Owner or Contractor shall be obtained from insurance companies that are duly licensed or authorized, in the state or jurisdiction in which the Project is located, to issue insurance policies for the required limits and coverages. Unless a different standard is indicated in the Supplementary Conditions, all companies that provide insurance policies required under this Contract shall have an A.M. Best rating of A-VII or better. C. Contractor shall deliver to Owner, with copies to each named insured and additional insured (as identified in this Article, in the Supplementary Conditions, or elsewhere in the Contract), certificates of insurance establishing that Contractor has obtained and is EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 19 of 65 maintaining the policies, coverages, and endorsements required by the Contract. Upon request by Owner or any other insured, Contractor shall also furnish other evidence of such required insurance, including but not limited to copies of policies and endorsements, and documentation of applicable self -insured retentions and deductibles. Contractor may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this provision. D. Owner shall deliver to Contractor, with copies to each named insured and additional insured (as identified in this Article, the Supplementary Conditions, or elsewhere in the Contract), certificates of insurance establishing that Owner has obtained and is maintaining the policies, coverages, and endorsements required of Owner by the Contract (if any). Upon request by Contractor or any other insured, Owner shall also provide other evidence of such required insurance (if any), including but not limited to copies of policies and endorsements, and documentation of applicable self -insured retentions and deductibles. Owner may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this provision. E. Failure of Owner or Contractor to demand such certificates or other evidence of the other party's full compliance with these insurance requirements, or failure of Owner or Contractor to identify a deficiency in compliance from the evidence provided, shall not be construed as a waiver of the other party's obligation to obtain and maintain such insurance. F. If either party does not purchase or maintain all of the insurance required of such party by the Contract, such party shall notify the other party in writing of such failure to purchase prior to the start of the Work, or of such failure to maintain prior to any change in the required coverage. G. If Contractor has failed to obtain and maintain required insurance, Owner may exclude the Contractor from the Site, impose an appropriate set-off against payment, and exercise Owner's termination rights under Article 16. H. Without prejudice to any other right or remedy, if a party has failed to obtain required insurance, the other party may elect to obtain equivalent insurance to protect such other party's interests at the expense of the party who was required to provide such coverage, and the Contract Price shall be adjusted accordingly. I. Owner does not represent that insurance coverage and limits established in this Contract necessarily will be adequate to protect Contractor or Contractor's interests. J. The insurance and insurance limits required herein shall not be deemed as a limitation on Contractor's liability under the indemnities granted to Owner and other individuals and entities in the Contract. 6.03 Contractor's Insurance A. Workers' Compensation: Contractor shall purchase and maintain workers' compensation and employer's liability insurance for: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts. 2. United States Longshoreman and Harbor Workers' Compensation Act and Jones Act coverage (if applicable). 3. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees (by stop -gap endorsement in monopolist worker's compensation states). EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 20 of 65 4. Foreign voluntary worker compensation (if applicable). B. Commercial General Liability —Claims Covered: Contractor shall purchase and maintain commercial general liability insurance, covering all operations by or on behalf of Contractor, on an occurrence basis, against: 1. claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees. 2. claims for damages insured by reasonably available personal injury liability coverage. 3. claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom. C. Commercial General Liability —Form and Content: Contractor's commercial liability policy shall be written on a 1996 (or later) ISO commercial general liability form (occurrence form) and include the following coverages and endorsements: 1. Products and completed operations coverage: a. Such insurance shall be maintained for three years after final payment. b. Contractor shall furnish Owner and each other additional insured (as identified in the Supplementary Conditions or elsewhere in the Contract) evidence of continuation of such insurance at final payment and three years thereafter. 2. Blanket contractual liability coverage, to the extent permitted by law, including but not limited to coverage of Contractor's contractual indemnity obligations in Paragraph 7.18. 3. Broad form property damage coverage. 4. Severability of interest. 5. Underground, explosion, and collapse coverage. 6. Personal injury coverage. 7. Additional insured endorsements that include both ongoing operations and products and completed operations coverage through ISO Endorsements CG 20 10 10 01 and CG 20 37 10 01 (together); or CG 20 10 07 04 and CG 20 37 07 04 (together); or their equivalent. 8. For design professional additional insureds, ISO Endorsement CG 20 32 07 04, "Additional Insured —Engineers, Architects or Surveyors Not Engaged by the Named Insured" or its equivalent. D. Automobile liability: Contractor shall purchase and maintain automobile liability insurance against claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance, or use of any motor vehicle. The automobile liability policy shall be written on an occurrence basis. E. Umbrella or excess liability: Contractor shall purchase and maintain umbrella or excess liability insurance written over the underlying employer's liability, commercial general liability, and automobile liability insurance described in the paragraphs above. Subject to industry -standard exclusions, the coverage afforded shall follow form as to each and every one of the underlying policies. F. Contractor's pollution liability insurance: Contractor shall purchase and maintain a policy covering third -party injury and property damage claims, including clean-up costs, as a result EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 21 of 65 of pollution conditions arising from Contractor's operations and completed operations. This insurance shall be maintained for no less than three years after final completion. G. Additional insureds: The Contractor's commercial general liability, automobile liability, umbrella or excess, and pollution liability policies shall include and list as additional insureds Owner and Engineer, and any individuals or entities identified in the Supplementary Conditions; include coverage for the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of all such additional insureds; and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby (including as applicable those arising from both ongoing and completed operations) on a non-contributory basis. Contractor shall obtain all necessary endorsements to support these requirements. H. Contractor's professional liability insurance: If Contractor will provide or furnish professional services under this Contract, through a delegation of professional design services or otherwise, then Contractor shall be responsible for purchasing and maintaining applicable professional liability insurance. This insurance shall provide protection against claims arising out of performance of professional design or related services, and caused by a negligent error, omission, or act for which the insured party is legally liable. It shall be maintained throughout the duration of the Contract and for a minimum of two years after Substantial Completion. If such professional design services are performed by a Subcontractor, and not by Contractor itself, then the requirements of this paragraph may be satisfied through the purchasing and maintenance of such insurance by such Subcontractor. General provisions: The policies of insurance required by this Paragraph 6.03 shall: 1. include at least the specific coverages provided in this Article. 2. be written for not less than the limits of liability provided in this Article and in the Supplementary Conditions, or required by Laws or Regulations, whichever is greater. 3. contain a provision or endorsement that the coverage afforded will not be canceled, materially changed, or renewal refused until at least 10 days prior written notice has been given to Contractor. Within three days of receipt of any such written notice, Contractor shall provide a copy of the notice to Owner, Engineer, and each other insured under the policy. 4. remain in effect at least until final payment (and longer if expressly required in this Article) and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work as a warranty or correction obligation, or otherwise, or returning to the Site to conduct other tasks arising from the Contract Documents. 5. be appropriate for the Work being performed and provide protection from claims that may arise out of or result from Contractor's performance of the Work and Contractor's other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable. J. The coverage requirements for specific policies of insurance must be met by such policies, and not by reference to excess or umbrella insurance provided in other policies. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 22 of 65 6.04 Owner's Liability Insurance A. In addition to the insurance required to be provided by Contractor under Paragraph 6.03, Owner, at Owner's option, may purchase and maintain at Owner's expense Owner's own liability insurance as will protect Owner against claims which may arise from operations under the Contract Documents. B. Owner's liability policies, if any, operate separately and independently from policies required to be provided by Contractor, and Contractor cannot rely upon Owner's liability policies for any of Contractor's obligations to the Owner, Engineer, or third parties. 6.05 Property Insurance A. Builder's Risk: Unless otherwise provided in the Supplementary Conditions, Contractor shall purchase and maintain builder's risk insurance upon the Work on a completed value basis, in the amount of the full insurable replacement cost thereof (subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and Regulations). This insurance shall: 1. include the Owner and Contractor as named insureds, and all Subcontractors, and any individuals or entities required by the Supplementary Conditions to be insured under such builder's risk policy, as insureds or named insureds. For purposes of the remainder of this Paragraph 6.05, Paragraphs 6.06 and 6.07, and any corresponding Supplementary Conditions, the parties required to be insured shall collectively be referred to as "insureds." 2. be written on a builder's risk "all risk" policy form that shall at least include insurance for physical loss or damage to the Work, temporary buildings, falsework, and materials and equipment in transit, and shall insure against at least the following perils or causes of loss: fire; lightning; windstorm; riot; civil commotion; terrorism; vehicle impact; aircraft; smoke; theft; vandalism and malicious mischief; mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations; water damage (other than that caused by flood); and such other perils or causes of loss as may be specifically required by the Supplementary Conditions. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement; or flood, are not commercially available under builder's risk policies, by endorsement or otherwise, such insurance may be provided through other insurance policies acceptable to Owner and Contractor. 3. cover, as insured property, at least the following: (a) the Work and all materials, supplies, machinery, apparatus, equipment, fixtures, and other property of a similar nature that are to be incorporated into or used in the preparation, fabrication, construction, erection, or completion of the Work, including Owner -furnished or assigned property; (b) spare parts inventory required within the scope of the Contract; and (c) temporary works which are not intended to form part of the permanent constructed Work but which are intended to provide working access to the Site, or to the Work under construction, or which are intended to provide temporary support for the Work under construction, including scaffolding, form work, fences, shoring, falsework, and temporary structures. 4. cover expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects). EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 23 of 65 5. extend to cover damage or loss to insured property while in temporary storage at the Site or in a storage location outside the Site (but not including property stored at the premises of a manufacturer or Supplier). 6. extend to cover damage or loss to insured property while in transit. 7. allow for partial occupation or use of the Work by Owner, such that those portions of the Work that are not yet occupied or used by Owner shall remain covered by the builder's risk insurance. 8. allow for the waiver of the insurer's subrogation rights, as set forth below. 9. provide primary coverage for all losses and damages caused by the perils or causes of loss covered. 10. not include a co-insurance clause. 11. include an exception for ensuing losses from physical damage or loss with respect to any defective workmanship, design, or materials exclusions. 12. include performance/hot testing and start-up. 13. be maintained in effect, subject to the provisions herein regarding Substantial Completion and partial occupancy or use of the Work by Owner, until the Work is complete. B. Notice of Cancellation or Change: All the policies of insurance (and the certificates or other evidence thereof) required to be purchased and maintained in accordance with this Paragraph 6.05 will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 10 days prior written notice has been given to the purchasing policyholder. Within three days of receipt of any such written notice, the purchasing policyholder shall provide a copy of the notice to each otherinsured. C. Deductibles: The purchaser of any required builder's risk or property insurance shall pay for costs not covered because of the application of a policy deductible. D. Partial Occupancy or Use by Owner: If Owner will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 15.04, then Owner (directly, if it is the purchaser of the builder's risk policy, or through Contractor) will provide notice of such occupancy or use to the builder's risk insurer. The builder's risk insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy; rather, those portions of the Work that are occupied or used by Owner may come off the builder's risk policy, while those portions of the Work not yet occupied or used by Owner shall remain covered by the builder's risk insurance. E. Additional Insurance: If Contractor elects to obtain other special insurance to be included in or supplement the builder's risk or property insurance policies provided under this Paragraph 6.05, it may do so at Contractor's expense. F. Insurance of Other Property: If the express insurance provisions of the Contract do not require or address the insurance of a property item or interest, such as tools, construction equipment, or other personal property owned by Contractor, a Subcontractor, or an employee of Contractor or a Subcontractor, then the entity or individual owning such property item will be responsible for deciding whether to insure it, and if so in what amount. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 24 of 65 6.06 Waiver of Rights A. All policies purchased in accordance with Paragraph 6.05, expressly including the builder's risk policy, shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any insureds thereunder, or against Engineer or its consultants, or their officers, directors, members, partners, employees, agents, consultants, or subcontractors. Owner and Contractor waive all rights against each other and the respective officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work; and, in addition, waive all such rights against Engineer, its consultants, all Subcontractors, all individuals or entities identified in the Supplementary Conditions as insureds, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by Owner or Contractor as trustee or fiduciary, or otherwise payable under any policy so issued. B. Owner waives all rights against Contractor, Subcontractors, and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them, for: 1. loss due to business interruption, loss of use, or other consequential loss extending beyond direct physical loss or damage to Owner's property or the Work caused by, arising out of, or resulting from fire or other perils whether or not insured by Owner; and 2. loss or damage to the completed Project or part thereof caused by, arising out of, or resulting from fire or other insured peril or cause of loss covered by any property insurance maintained on the completed Project or part thereof by Owner during partial occupancy or use pursuant to Paragraph 15.04, after Substantial Completion pursuant to Paragraph 15.03, or after final payment pursuant to Paragraph 15.06. C. Any insurance policy maintained by Owner covering any loss, damage or consequential loss referred to in Paragraph 6.06.13 shall contain provisions to the effect that in the event of payment of any such loss, damage, or consequential loss, the insurers will have no rights of recovery against Contractor, Subcontractors, or Engineer, or the officers, directors, members, partners, employees, agents, consultants, or subcontractors of each and any of them. D. Contractor shall be responsible for assuring that the agreement under which a Subcontractor performs a portion of the Work contains provisions whereby the Subcontractor waives all rights against Owner, Contractor, all individuals or entities identified in the Supplementary Conditions as insureds, the Engineer and its consultants, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them, for all losses and damages caused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by builder's risk insurance and any other property insurance applicable to the Work. 6.07 Receipt and Application of Property Insurance Proceeds A. Any insured loss under the builder's risk and other policies of insurance required by Paragraph 6.05 will be adjusted and settled with the named insured that purchased the EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 25 of 65 policy. Such named insured shall act as fiduciary for the other insureds, and give notice to such other insureds that adjustment and settlement of a claim is in progress. Any other insured may state its position regarding a claim for insured loss in writing within 15 days after notice of such claim. B. Proceeds for such insured losses may be made payable by the insurer either jointly to multiple insureds, or to the named insured that purchased the policy in its own right and as fiduciary for other insureds, subject to the requirements of any applicable mortgage clause. A named insured receiving insurance proceeds under the builder's risk and other policies of insurance required by Paragraph 6.05 shall distribute such proceeds in accordance with such agreement as the parties in interest may reach, or as otherwise required under the dispute resolution provisions of this Contract or applicable Laws and Regulations. C. If no other special agreement is reached, the damaged Work shall be repaired or replaced, the money so received applied on account thereof, and the Work and the cost thereof covered by Change Order, if needed. ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES 7.01 Supervision and Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. At all times during the progress of the Work, Contractor shall assign a competent resident superintendent who shall not be replaced without written notice to Owner and Engineer except under extraordinary circumstances. 7.02 Labor, Working Hours A. Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. Contractor shall at all times maintain good discipline and order at the Site. B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours, Monday through Friday. Contractor will not perform Work on a Saturday, Sunday, or any legal holiday. Contractor may perform Work outside regular working hours or on Saturdays, Sundays, or legal holidays only with Owner's written consent, which will not be unreasonably withheld. 7.03 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents. B. All materials and equipment incorporated into the Work shall be of good quality and new, except as otherwise provided in the Contract Documents. All special warranties and EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 26 of 65 guarantees required by the Specifications shall expressly run to the benefit of Owner. If required by Engineer, Contractor shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and quality of materials and equipment. C. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. 7.04 "Or Equals" A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the Contract Price has been based upon Contractor furnishing such item as specified. The specification or description of such an item is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or "or equal" item is permitted, Contractor may request that Engineer authorize the use of other items of material or equipment, or items from other proposed suppliers under the circumstances described below. 1. If Engineer in its sole discretion determines that an item of material or equipment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, Engineer shall deem it an "or equal" item. For the purposes of this paragraph, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment Engineer determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; 3) it has a proven record of performance and availability of responsive service; and 4) it is not objectionable to Owner. b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the Owner or increase in Contract Times; and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. B. Contractor's Expense: Contractor shall provide all data in support of any proposed "or equal" item at Contractor's expense. C. Engineer's Evaluation and Determination: Engineer will be allowed a reasonable time to evaluate each "or -equal" request. Engineer may require Contractor to furnish additional data about the proposed "or -equal" item. Engineer will be the sole judge of acceptability. No "or -equal" item will be ordered, furnished, installed, or utilized until Engineer's review is complete and Engineer determines that the proposed item is an "or -equal", which will be evidenced by an approved Shop Drawing or other written communication. Engineer will advise Contractor in writing of any negative determination. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 27 of 65 D. Effect of Engineer's Determination: Neither approval nor denial of an "or -equal" request shall result in any change in Contract Price. The Engineer's denial of an "or -equal" request shall be final and binding, and may not be reversed through an appeal under any provision of the Contract Documents. E. Treatment as a Substitution Request: If Engineer determines that an item of material or equipment proposed by Contractor does not qualify as an "or -equal" item, Contractor may request that Engineer considered the proposed item as a substitute pursuant to Paragraph 7.05. 7.05 Substitutes A. Unless the specification or description of an item of material or equipment required to be furnished under the Contract Documents contains or is followed by words reading that no substitution is permitted, Contractor may request that Engineer authorize the use of other items of material or equipment under the circumstances described below. To the extent possible such requests shall be made before commencement of related construction at the Site. 1. Contractor shall submit sufficient information as provided below to allow Engineer to determine if the item of material or equipment proposed is functionally equivalent to that named and an acceptable substitute therefor. Engineer will not accept requests for review of proposed substitute items of material or equipment from anyone other than Contractor. 2. The requirements for review by Engineer will be as set forth in Paragraph 7.05.13, as supplemented by the Specifications, and as Engineer may decide is appropriate under the circumstances. 3. Contractor shall make written application to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application: a. shall certify that the proposed substitute item will: 1) perform adequately the functions and achieve the results called for by the general design, 2) be similar in substance to that specified, and 3) be suited to the same use as that specified. b. will state: 1) the extent, if any, to which the use of the proposed substitute item will necessitate a change in Contract Times, 2) whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with Owner for other work on the Project) to adapt the design to the proposed substitute item, and 3) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty. c. will identify: 1) all variations of the proposed substitute item from that specified, and EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 28 of 65 2) available engineering, sales, maintenance, repair, and replacement services. d. shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including but not limited to changes in Contract Price, shared savings, costs of redesign, and claims of other contractors affected by any resulting change. B. Engineer's Evaluation and Determination: Engineer will be allowed a reasonable time to evaluate each substitute request, and to obtain comments and direction from Owner. Engineer may require Contractor to furnish additional data about the proposed substitute item. Engineer will be the sole judge of acceptability. No substitute will be ordered, furnished, installed, or utilized until Engineer's review is complete and Engineer determines that the proposed item is an acceptable substitute. Engineer's determination will be evidenced by a Field Order or a proposed Change Order accounting for the substitution itself and all related impacts, including changes in Contract Price or Contract Times. Engineer will advise Contractor in writing of any negative determination. C. Special Guarantee: Owner may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute. D. Reimbursement of Engineer's Cost: Engineer will record Engineer's costs in evaluating a substitute proposed or submitted by Contractor. Whether or not Engineer approves a substitute so proposed or submitted by Contractor, Contractor shall reimburse Owner for the reasonable charges of Engineer for evaluating each such proposed substitute. Contractor shall also reimburse Owner for the reasonable charges of Engineer for making changes in the Contract Documents (or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed substitute. E. Contractor's Expense: Contractor shall provide all data in support of any proposed substitute at Contractor's expense. F. Effect of Engineer's Determination: If Engineer approves the substitution request, Contractor shall execute the proposed Change Order and proceed with the substitution. The Engineer's denial of a substitution request shall be final and binding, and may not be reversed through an appeal under any provision of the Contract Documents. Contractor may challenge the scope of reimbursement costs imposed under Paragraph 7.05.D, by timely submittal of a Change Proposal. 7.06 Concerning Subcontractors, Suppliers, and Others A. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. Such Subcontractors and Suppliers must be acceptable to Owner. B. Contractor shall retain specific Subcontractors, Suppliers, or other individuals or entities for the performance of designated parts of the Work if required by the Contract to do so. C. Subsequent to the submittal of Contractor's Bid or final negotiation of the terms of the Contract, Owner may not require Contractor to retain any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against which Contractor has reasonable objection. D. Prior to entry into any binding subcontract or purchase order, Contractor shall submit to Owner the identity of the proposed Subcontractor or Supplier (unless Owner has already deemed such proposed Subcontractor or Supplier acceptable, during the bidding process or otherwise). Such proposed Subcontractor or Supplier shall be deemed acceptable to Owner unless Owner raises a substantive, reasonable objection within five days. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 29 of 65 E. Owner may require the replacement of any Subcontractor, Supplier, or other individual or entity retained by Contractor to perform any part of the Work. Owner also may require Contractor to retain specific replacements; provided, however, that Owner may not require a replacement to which Contractor has a reasonable objection. If Contractor has submitted the identity of certain Subcontractors, Suppliers, or other individuals or entities for acceptance by Owner, and Owner has accepted it (either in writing or by failing to make written objection thereto), then Owner may subsequently revoke the acceptance of any such Subcontractor, Supplier, or other individual or entity so identified solely on the basis of substantive, reasonable objection after due investigation. Contractor shall submit an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity. F. If Owner requires the replacement of any Subcontractor, Supplier, or other individual or entity retained by Contractor to perform any part of the Work, then Contractor shall be entitled to an adjustment in Contract Price or Contract Times, or both, with respect to the replacement; and Contractor shall initiate a Change Proposal for such adjustment within 30 days of Owner's requirement of replacement. G. No acceptance by Owner of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, shall constitute a waiver of the right of Owner to the completion of the Work in accordance with the Contract Documents. H. On a monthly basis Contractor shall submit to Engineer a complete list of all Subcontractors and Suppliers having a direct contract with Contractor, and of all other Subcontractors and Suppliers known to Contractor at the time of submittal. I. Contractor shall be fully responsible to Owner and Engineer for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor's own acts and omissions. J. Contractor shall be solely responsible for scheduling and coordinating the work of Subcontractors, Suppliers, and all other individuals or entities performing or furnishing any of the Work. K. Contractor shall restrict all Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work from communicating with Engineer or Owner, except through Contractor or in case of an emergency, or as otherwise expressly allowed herein. L. The divisions and sections of the Specifications and the identifications of any Drawings shall not control Contractor in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any specific trade. M. All Work performed for Contractor by a Subcontractor or Supplier shall be pursuant to an appropriate contractual agreement that specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of Owner and Engineer. N. Owner may furnish to any Subcontractor or Supplier, to the extent practicable, information about amounts paid to Contractor on account of Work performed for Contractor by the particular Subcontractor or Supplier. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 30 of 65 O. Nothing in the Contract Documents: 1. shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between Owner or Engineer and any such Subcontractor, Supplier, or other individual or entity; nor 2. shall create any obligation on the part of Owner or Engineer to pay or to see to the payment of any money due any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and Regulations. 7.07 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work and if, to the actual knowledge of Owner or Engineer, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by Owner in the Contract Documents. B. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless Contractor, and its officers, directors, members, partners, employees, agents, consultants, and subcontractors 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 any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device specified in the Contract Documents, but not identified as being subject to payment of any license fee or royalty to others required by patent rights or copyrights. C. To the fullest extent permitted by Laws and Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, 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 any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents. 7.08 Permits A. Unless otherwise provided in the Contract Documents, Contractor shall obtain and pay for all construction permits and licenses. Owner shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of the submission of Contractor's Bid (or when Contractor became bound under a negotiated contract). Owner shall pay all charges of utility owners for connections for providing permanent service to the Work EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 31 of 65 7.09 Taxes A. Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations of the place of the Project which are applicable during the performance of the Work. 7.10 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither Owner nor Engineer shall be responsible for monitoring Contractor's compliance with any Laws or Regulations. B. If Contractor performs any Work or takes any other action knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear all resulting costs and losses, and shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, 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 such Work or other action. It shall not be Contractor's responsibility to make certain that the Work described in the Contract Documents is in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor's obligations under Paragraph 3.03. C. Owner or Contractor may give notice to the other party of any changes after the submission of Contractor's Bid (or after the date when Contractor became bound under a negotiated contract) in Laws or Regulations having an effect on the cost or time of performance of the Work, including but not limited to changes in Laws or Regulations having an effect on procuring permits and on sales, use, value-added, consumption, and other similar taxes. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times resulting from such changes, then within 30 days of such notice Contractor may submit a Change Proposal, or Owner may initiate a Claim. 7.11 Record Documents A. Contractor shall maintain in a safe place at the Site one printed record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, written interpretations and clarifications, and approved Shop Drawings. Contractor shall keep such record documents in good order and annotate them to show changes made during construction. These record documents, together with all approved Samples, will be available to Engineer for reference. Upon completion of the Work, Contractor shall deliver these record documents to Engineer. 7.12 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility for the safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to: 1. all persons on the Site or who may be affected by the Work; EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 32 of 65 2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and 3. other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property, or to the protection of persons or property from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify Owner; the owners of adjacent property, Underground Facilities, and other utilities; and other contractors and utility owners performing work at or adjacent to the Site, when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. C. Contractor shall comply with the applicable requirements of Owner's safety programs, if any. The Supplementary Conditions identify any Owner's safety programs that are applicable to the Work. D. Contractor shall inform Owner and Engineer of the specific requirements of Contractor's safety program with which Owner's and Engineer's employees and representatives must comply while at the Site. E. All damage, injury, or loss to any property referred to in Paragraph 7.12.A.2 or 7.12.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, shall be remedied by Contractor at its expense (except damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of Owner or Engineer or anyone employed by any of them, or anyone for whose acts any of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of Contractor or any Subcontractor, Supplier, or other individual or entity directly or indirectly employed by any of them). F. Contractor's duties and responsibilities for safety and protection shall continue until such time as all the Work is completed and Engineer has issued a notice to Owner and Contractor in accordance with Paragraph 15.06.B that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). G. Contractor's duties and responsibilities for safety and protection shall resume whenever Contractor or any Subcontractor or Supplier returns to the Site to fulfill warranty or correction obligations, or to conduct other tasks arising from the Contract Documents. 7.13 Safety Representative A. Contractor shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs. 7.14 Hazard Communication Programs A. Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 33 of 65 exchanged between or among employers at the Site in accordance with Laws or Regulations. 7.15 Emergencies A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give Engineer prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If Engineer determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. 7.16 Shop Drawings, Samples, and Other Submittals A. Shop Drawing and Sample Submittal Requirements: 1. Before submitting a Shop Drawing or Sample, Contractor shall have: a. reviewed and coordinated the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; b. determined and verified all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect thereto; C. determined and verified the suitability of all materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of the Work; and d. determined and verified all information relative to Contractor's responsibilities for means, methods, techniques, sequences, and procedures of construction, and safety precautions and programs incident thereto. 2. Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor's obligations under the Contract Documents with respect to Contractor's review of that submittal, and that Contractor approves the submittal. 3. With each submittal, Contractor shall give Engineer specific written notice of any variations that the Shop Drawing or Sample may have from the requirements of the Contract Documents. This notice shall be set forth in a written communication separate from the Shop Drawings or Sample submittal; and, in addition, in the case of Shop Drawings by a specific notation made on each Shop Drawing submitted to Engineer for review and approval of each such variation. B. Submittal Procedures for Shop Drawings and Samples: Contractor shall submit Shop Drawings and Samples to Engineer for review and approval in accordance with the accepted Schedule of Submittals. Each submittal will be identified as Engineer may require. 1. Shop Drawings: a. Contractor shall submit the number of copies required in the Specifications. b. Data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Contractor proposes to EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 34 of 65 provide and to enable Engineer to review the information for the limited purposes required by Paragraph 7.16.D. 2. Samples: a. Contractor shall submit the number of Samples required in the Specifications. b. Contractor shall clearly identify each Sample as to material, Supplier, pertinent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Paragraph 7.16.D. 3. Where a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals, any related Work performed prior to Engineer's review and approval of the pertinent submittal will be at the sole expense and responsibility of Contractor. C. Other Submittals: Contractor shall submit other submittals to Engineer in accordance with the accepted Schedule of Submittals, and pursuant to the applicable terms of the Specifications. D. Engineer's Review: 1. Engineer will provide timely review of Shop Drawings and Samples in accordance with the Schedule of Submittals acceptable to Engineer. Engineer's review and approval will be only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Engineer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Engineer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 4. Engineer's review and approval of a Shop Drawing or Sample shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Paragraph 7.16.A.3 and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer will document any such approved variation from the requirements of the Contract Documents in a Field Order. 5. Engineer's review and approval of a Shop Drawing or Sample shall not relieve Contractor from responsibility for complying with the requirements of Paragraph 7.16.A and B. 6. Engineer's review and approval of a Shop Drawing or Sample, or of a variation from the requirements of the Contract Documents, shall not, under any circumstances, change the Contract Times or Contract Price, unless such changes are included in a Change Order. 7. Neither Engineer's receipt, review, acceptance or approval of a Shop Drawing, Sample, or other submittal shall result in such item becoming a Contract Document. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 35 of 65 8. Contractor shall perform the Work in compliance with the requirements and commitments set forth in approved Shop Drawings and Samples, subject to the provisions of Paragraph 7.16.D.4. E. Resubmittal Procedures: 1. Contractor shall make corrections required by Engineer and shall return the required number of corrected copies of Shop Drawings and submit, as required, new Samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by Engineer on previous submittals. 2. Contractor shall furnish required submittals with sufficient information and accuracy to obtain required approval of an item with no more than three submittals. Engineer will record Engineer's time for reviewing a fourth or subsequent submittal of a Shop Drawings, sample, or other item requiring approval, and Contractor shall be responsible for Engineer's charges to Owner for such time. Owner may impose a set- off against payments due to Contractor to secure reimbursement for such charges. 3. If Contractor requests a change of a previously approved submittal item, Contractor shall be responsible for Engineer's charges to Owner for its review time, and Owner may impose a set-off against payments due to Contractor to secure reimbursement for such charges, unless the need for such change is beyond the control of Contractor. 7.17 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective. Engineer and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled to rely on Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, modification, or improper maintenance or operation by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor's obligation to perform the Work in accordance with the Contract Documents: 1. observations by Engineer; 2. recommendation by Engineer or payment by Owner of any progress or final payment; 3. the issuance of a certificate of Substantial Completion by Engineer or any payment related thereto by Owner; 4. use or occupancy of the Work or any part thereof by Owner; 5. any review and approval of a Shop Drawing or Sample submittal; 6. the issuance of a notice of acceptability by Engineer; 7. any inspection, test, or approval by others; or 8. any correction of defective Work by Owner. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 36 of 65 D. If the Contract requires the Contractor to accept the assignment of a contract entered into by Owner, then the specific warranties, guarantees, and correction obligations contained in the assigned contract shall govern with respect to Contractor's performance obligations to Owner for the Work described in the assigned contract. 7.18 Indemnification A. To the fullest extent permitted by Laws and Regulations, and in addition to any other obligations of Contractor under the Contract or otherwise, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, 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 the performance of the Work, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom but only to the extent caused by any negligent act or omission of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work or anyone for whose acts any of them may be liable. B. In any and all claims against Owner or Engineer or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors by any employee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 7.18.A shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or any such Subcontractor, Supplier, or other individual or entity under workers' compensation acts, disability benefit acts, or other employee benefit acts. C. The indemnification obligations of Contractor under Paragraph 7.18.A shall not extend to the liability of Engineer and Engineer's officers, directors, members, partners, employees, agents, consultants and subcontractors arising out of: 1. the preparation or approval of, or the failure to prepare or approve maps, Drawings, opinions, reports, surveys, Change Orders, designs, or Specifications; or 2. giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. 7.19 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless such services are required to carry out Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. Contractor shall not be required to provide professional services in violation of applicable Laws and Regulations. B. If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of Contractor by the Contract Documents, Owner and Engineer will specify all performance and design criteria that such services must satisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, and other submittals prepared by such professional. Shop EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 37 of 65 Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to Engineer. C. Owner and Engineer shall be entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, or approvals performed by such design professionals, provided Owner and Engineer have specified to Contractor all performance and design criteria that such services must satisfy. D. Pursuant to this paragraph, Engineer's review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. Engineer's review and approval of Shop Drawings and other submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 7.16. D.1. E. Contractor shall not be responsible for the adequacy of the performance or design criteria specified by Owner or Engineer. ARTICLE 8 — OTHER WORK AT THE SITE 8.01 Other Work A. In addition to and apart from the Work under the Contract Documents, the Owner may perform other work at or adjacent to the Site. Such other work may be performed by Owner's employees, or through contracts between the Owner and third parties. Owner may also arrange to have third -party utility owners perform work on their utilities and facilities at or adjacent to the Site. B. If Owner performs other work at or adjacent to the Site with Owner's employees, or through contracts for such other work, then Owner shall give Contractor written notice thereof prior to starting any such other work. If Owner has advance information regarding the start of any utility work at or adjacent to the Site, Owner shall provide such information to Contractor. C. Contractor shall afford each other contractor that performs such other work, each utility owner performing other work, and Owner, if Owner is performing other work with Owner's employees, proper and safe access to the Site, and provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work. Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering such work; provided, however, that Contractor may cut or alter others' work with the written consent of Engineer and the others whose work will be affected. D. If the proper execution or results of any part of Contractor's Work depends upon work performed by others under this Article 8, Contractor shall inspect such other work and promptly report to Engineer in writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work. Contractor's failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects and deficiencies in such other work. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 38 of 65 8.02 Coordination A. If Owner intends to contract with others for the performance of other work at or adjacent to the Site, to perform other work at or adjacent to the Site with Owner's employees, or to arrange to have utility owners perform work at or adjacent to the Site, the following will be set forth in the Supplementary Conditions or provided to Contractor prior to the start of any such other work: 1. the identity of the individual or entity that will have authority and responsibility for coordination of the activities among the various contractors; 2. an itemization of the specific matters to be covered by such authority and responsibility; and 3. the extent of such authority and responsibilities. B. Unless otherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility for such coordination. 8.03 Legal Relationships A. If, in the course of performing other work at or adjacent to the Site for Owner, the Owner's employees, any other contractor working for Owner, or any utility owner for whom the Owner is responsible causes damage to the Work or to the property of Contractor or its Subcontractors, or delays, disrupts, interferes with, or increases the scope or cost of the performance of the Work, through actions or inaction, then Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Times, or both. Contractor must submit any Change Proposal seeking an equitable adjustment in the Contract Price or the Contract Times under this paragraph within 30 days of the damaging, delaying, disrupting, or interfering event. The entitlement to, and extent of, any such equitable adjustment shall take into account information (if any) regarding such other work that was provided to Contractor in the Contract Documents prior to the submittal of the Bid or the final negotiation of the terms of the Contract. When applicable, any such equitable adjustment in Contract Price shall be conditioned on Contractor assigning to Owner all Contractor's rights against such other contractor or utility owner with respect to the damage, delay, disruption, or interference that is the subject of the adjustment. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. B. Contractor shall take reasonable and customary measures to avoid damaging, delaying, disrupting, or interfering with the work of Owner, any other contractor, or any utility owner performing other work at or adjacent to the Site. If Contractor fails to take such measures and as a result damages, delays, disrupts, or interferes with the work of any such other contractor or utility owner, then Owner may impose a set-off against payments due to Contractor, and assign to such other contractor or utility owner the Owner's contractual rights against Contractor with respect to the breach of the obligations set forth in this paragraph. C. When Owner is performing other work at or adjacent to the Site with Owner's employees, Contractor shall be liable to Owner for damage to such other work, and for the reasonable direct delay, disruption, and interference costs incurred by Owner as a result of Contractor's failure to take reasonable and customary measures with respect to Owner's other work. In response to such damage, delay, disruption, or interference, Owner may impose a set-off against payments due to Contractor. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 39 of 65 D. If Contractor damages, delays, disrupts, or interferes with the work of any other contractor, or any utility owner performing other work at or adjacent to the Site, through Contractor's failure to take reasonable and customary measures to avoid such impacts, or if any claim arising out of Contractor's actions, inactions, or negligence in performance of the Work at or adjacent to the Site is made by any such other contractor or utility owner against Contractor, Owner, or Engineer, then Contractor shall (1) promptly attempt to settle the claim as to all parties through negotiations with such other contractor or utility owner, or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law, and (2) indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against any such claims, and against all 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 such damage, delay, disruption, or interference. ARTICLE 9 — OWNER'S RESPONSIBILITIES 9.01 Communications to Contractor A. Except as otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer. 9.02 Replacement of Engineer A. Owner may at its discretion appoint an engineer to replace Engineer, provided Contractor makes no reasonable objection to the replacement engineer. The replacement engineer's status under the Contract Documents shall be that of the former Engineer. 9.03 Furnish Data A. Owner shall promptly furnish the data required of Owner under the Contract Documents. 9.04 Pay When Due A. Owner shall make payments to Contractor when they are due as provided in the Agreement. 9.05 Lands and Easements; Reports, Tests, and Drawings A. Owner's duties with respect to providing lands and easements are set forth in Paragraph 5.01. B. Owner's duties with respect to providing engineering surveys to establish reference points are set forth in Paragraph 4.03. C. Article 5 refers to Owner's identifying and making available to Contractor copies of reports of explorations and tests of conditions at the Site, and drawings of physical conditions relating to existing surface or subsurface structures at the Site. 9.06 Insurance A. Owner's responsibilities, if any, with respect to purchasing and maintaining liability and property insurance are set forth in Article 6. 9.07 Change Orders A. Owner's responsibilities with respect to Change Orders are set forth in Article 11. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 40 of 65 9.08 Inspections, Tests, and Approvals A. Owner's responsibility with respect to certain inspections, tests, and approvals is set forth in Paragraph 14.02.13. 9.09 Limitations on Owner's Responsibilities A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Owner will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. Owner's responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 5.06. 9.11 Evidence of Financial Arrangements A. Upon request of Contractor, Owner shall furnish Contractor reasonable evidence that financial arrangements have been made to satisfy Owner's obligations under the Contract Documents (including obligations under proposed changes in the Work). 9.12 Safety Programs A. While at the Site, Owner's employees and representatives shall comply with the specific applicable requirements of Contractor's safety programs of which Owner has been informed. B. Owner shall furnish copies of any applicable Owner safety programs to Contractor. ARTICLE 10 — ENGINEER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. Engineer will be Owner's representative during the construction period. The duties and responsibilities and the limitations of authority of Engineer as Owner's representative during construction are set forth in the Contract. 10.02 Visits to Site A. Engineer will make visits to the Site at intervals appropriate to the various stages of construction as Engineer deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on information obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordance with the Contract Documents. Engineer will not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. Engineer's efforts will be directed toward providing for Owner a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of the Work and will endeavor to guard Owner against defective Work. B. Engineer's visits and observations are subject to all the limitations on Engineer's authority and responsibility set forth in Paragraph 10.08. Particularly, but without limitation, during EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 41 of 65 or as a result of Engineer's visits or observations of Contractor's Work, Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 10.03 Project Representative A. If Owner and Engineer have agreed that Engineer will furnish a Resident Project Representative to represent Engineer at the Site and assist Engineer in observing the progress and quality of the Work, then the authority and responsibilities of any such Resident Project Representative will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in Paragraph 10.08. If Owner designates another representative or agent to represent Owner at the Site who is not Engineer's consultant, agent, or employee, the responsibilities and authority and limitations thereon of such other individual or entity will be as provided in the Supplementary Conditions. 10.04 Rejecting Defective Work A. Engineer has the authority to reject Work in accordance with Article 14. 10.05 Shop Drawings, Change Orders and Payments A. Engineer's authority, and limitations thereof, as to Shop Drawings and Samples, are set forth in Paragraph 7.16. B. Engineer's authority, and limitations thereof, as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, are set forth in Paragraph 7.19. C. Engineer's authority as to Change Orders is set forth in Article 11. D. Engineer's authority as to Applications for Payment is set forth in Article 15. 10.06 Determinations for Unit Price Work A. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor as set forth in Paragraph 13.03. 10.07 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will render decisions regarding the requirements of the Contract Documents, and judge the acceptability of the Work, pursuant to the specific procedures set forth herein for initial interpretations, Change Proposals, and acceptance of the Work. In rendering such decisions and judgments, Engineer will not show partiality to Owner or Contractor, and will not be liable to Owner, Contractor, or others in connection with any proceedings, interpretations, decisions, or judgments conducted or rendered in good faith. 10.08 Limitations on Engineer's Authority and Responsibilities A. Neither Engineer's authority or responsibility under this Article 10 or under any other provision of the Contract, nor any decision made by Engineer in good faith either to exercise or not exercise such authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by Engineer, shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 42 of 65 B. Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Engineer will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. C. Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of the Work. D. Engineer's review of the final Application for Payment and accompanying documentation and all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Paragraph 15.06.A will only be to determine generally that their content complies with the requirements of, and in the case of certificates of inspections, tests, and approvals, that the results certified indicate compliance with the Contract Documents. E. The limitations upon authority and responsibility set forth in this Paragraph 10.08 shall also apply to the Resident Project Representative, if any. 10.09 Compliance with Safety Program A. While at the Site, Engineer's employees and representatives will comply with the specific applicable requirements of Owner's and Contractor's safety programs (if any) of which Engineer has been informed. ARTICLE 11— AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK 11.01 Amending and Supplementing Contract Documents A. The Contract Documents may be amended or supplemented by a Change Order, a Work Change Directive, or a Field Order. 1. Change Orders: a. If an amendment or supplement to the Contract Documents includes a change in the Contract Price or the Contract Times, such amendment or supplement must be set forth in a Change Order. A Change Order also may be used to establish amendments and supplements of the Contract Documents that do not affect the Contract Price or Contract Times. b. Owner and Contractor may amend those terms and conditions of the Contract Documents that do not involve (1) the performance or acceptability of the Work, (2) the design (as set forth in the Drawings, Specifications, or otherwise), or (3) other engineering or technical matters, without the recommendation of the Engineer. Such an amendment shall be set forth in a Change Order. 2. Work Change Directives: A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the modification ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order, following negotiations by the parties as to the Work Change Directive's effect, if any, on the Contract Price and Contract Times; or, if negotiations are unsuccessful, by a determination under the terms of the Contract Documents governing adjustments, expressly including Paragraph 11.04 regarding change of Contract Price. Contractor must submit any Change Proposal seeking an EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 43 of 65 adjustment of the Contract Price or the Contract Times, or both, no later than 30 days after the completion of the Work set out in the Work Change Directive. Owner must submit any Claim seeking an adjustment of the Contract Price or the Contract Times, or both, no later than 60 days after issuance of the Work Change Directive. 3. Field Orders: Engineer may authorize minor changes in the Work if the changes do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such changes will be accomplished by a Field Order and will be binding on Owner and also on Contractor, which shall perform the Work involved promptly. If Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, or both, then before proceeding with the Work at issue, Contractor shall submit a Change Proposal as provided herein. 11.02 Owner -Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, Owner may, at any time or from time to time, order additions, deletions, or revisions in the Work. Such changes shall be supported by Engineer's recommendation, to the extent the change involves the design (as set forth in the Drawings, Specifications, or otherwise), or other engineering or technical matters. Such changes may be accomplished by a Change Order, if Owner and Contractor have agreed as to the effect, if any, of the changes on Contract Times or Contract Price; or by a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved; or, in the case of a deletion in the Work, promptly cease construction activities with respect to such deleted Work. Added or revised Work shall be performed under the applicable conditions of the Contract Documents. Nothing in this paragraph shall obligate Contractor to undertake work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor's safety obligations under the Contract Documents or Laws and Regulations. 11.03 Unauthorized Changes in the Work A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any work performed that is not required by the Contract Documents, as amended, modified, or supplemented, except in the case of an emergency as provided in Paragraph 7.15 or in the case of uncovering Work as provided in Paragraph 14.05. 11.04 Change of Contract Price A. The Contract Price may only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Price shall comply with the provisions of Paragraph 11.06. Any Claim for an adjustment of Contract Price shall comply with the provisions of Article 12. B. An adjustment in the Contract Price will be determined as follows: 1. where the Work involved is covered by unit prices contained in the Contract Documents, then by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 13.03); or 2. where the Work involved is not covered by unit prices contained in the Contract Documents, then by a mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 11.04.C.2); or 3. where the Work involved is not covered by unit prices contained in the Contract Documents and the parties do not reach mutual agreement to a lump sum, then on EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 44 of 65 the basis of the Cost of the Work (determined as provided in Paragraph 13.01) plus a Contractor's fee for overhead and profit (determined as provided in Paragraph 11.04.C). C. Contractor's Fee: When applicable, the Contractor's fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee; or 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 13.01.13.1 and 13.01.13.2, the Contractor's fee shall be 15 percent; b. for costs incurred under Paragraph 13.01.13.3, the Contractor's fee shall be five percent; c. where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon, the intent of Paragraphs 11.04.C.2.a and 11.04.C.2.b is that the Contractor's fee shall be based on: (1) a fee of 15 percent of the costs incurred under Paragraphs 13.01.A.1 and 13.01.A.2 by the Subcontractor that actually performs the Work, at whatever tier, and (2) with respect to Contractor itself and to any Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work, a fee of five percent of the amount (fee plus underlying costs incurred) attributable to the next lower tier Subcontractor; provided, however, that for any such subcontracted work the maximum total fee to be paid by Owner shall be no greater than 27 percent of the costs incurred by the Subcontractor that actually performs the work; d. no fee shall be payable on the basis of costs itemized under Paragraphs 13.01.B.4, 13.01.B.5, and 13.01.C; e. the amount of credit to be allowed by Contractor to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor's fee by an amount equal to five percent of such net decrease; and f. when both additions and credits are involved in any one change, the adjustment in Contractor's fee shall be computed on the basis of the net change in accordance with Paragraphs 11.04.C.2.a through 11.04.C.2.e, inclusive. 11.05 Change of Contract Times A. The Contract Times may only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Times shall comply with the provisions of Paragraph 11.06. Any Claim for an adjustment in the Contract Times shall comply with the provisions of Article 12. B. An adjustment of the Contract Times shall be subject to the limitations set forth in Paragraph 4.05, concerning delays in Contractor's progress. 11.06 Change Proposals A. Contractor shall submit a Change Proposal to Engineer to request an adjustment in the Contract Times or Contract Price; appeal an initial decision by Engineer concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents; contest a set-off against payment due; or seek other relief under EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 45 of 65 the Contract. The Change Proposal shall specify any proposed change in Contract Times or Contract Price, or both, or other proposed relief, and explain the reason for the proposed change, with citations to any governing or applicable provisions of the Contract Documents. 1. Procedures: Contractor shall submit each Change Proposal to Engineer promptly (but in no event later than 30 days) after the start of the event giving rise thereto, or after such initial decision. The Contractor shall submit supporting data, including the proposed change in Contract Price or Contract Time (if any), to the Engineer and Owner within 15 days after the submittal of the Change Proposal. The supporting data shall be accompanied by a written statement that the supporting data are accurate and complete, and that any requested time or price adjustment is the entire adjustment to which Contractor believes it is entitled as a result of said event. Engineer will advise Owner regarding the Change Proposal, and consider any comments or response from Owner regarding the Change Proposal. 2. Engineer's Action: Engineer will review each Change Proposal and, within 30 days after receipt of the Contractor's supporting data, either deny the Change Proposal in whole, approve it in whole, or deny it in part and approve it in part. Such actions shall be in writing, with a copy provided to Owner and Contractor. If Engineer does not take action on the Change Proposal within 30 days, then either Owner or Contractor may at any time thereafter submit a letter to the other party indicating that as a result of Engineer's inaction the Change Proposal is deemed denied, thereby commencing the time for appeal of the denial under Article 12. 3. Binding Decision: Engineer's decision will be final and binding upon Owner and Contractor, unless Owner or Contractor appeals the decision by filing a Claim under Article 12. B. Resolution of Certain Change Proposals: If the Change Proposal does not involve the design (as set forth in the Drawings, Specifications, or otherwise), the acceptability of the Work, or other engineering or technical matters, then Engineer will notify the parties that the Engineer is unable to resolve the Change Proposal. For purposes of further resolution of such a Change Proposal, such notice shall be deemed a denial, and Contractor may choose to seek resolution under the terms of Article 12. 11.07 Execution of Change Orders A. Owner and Contractor shall execute appropriate Change Orders covering: 1. changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive; 2. changes in Contract Price resulting from an Owner set-off, unless Contractor has duly contested such set-off; 3. changes in the Work which are: (a) ordered by Owner pursuant to Paragraph 11.02, (b) required because of Owner's acceptance of defective Work under Paragraph 14.04 or Owner's correction of defective Work under Paragraph 14.07, or (c) agreed to by the parties, subject to the need for Engineer's recommendation if the change in the Work involves the design (as set forth in the Drawings, Specifications, or otherwise), or other engineering or technical matters; and 4. changes in the Contract Price or Contract Times, or other changes, which embody the substance of any final and binding results under Paragraph 11.06, or Article 12. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 46 of 65 B. If Owner or Contractor refuses to execute a Change Order that is required to be executed under the terms of this Paragraph 11.07, it shall be deemed to be of full force and effect, as if fully executed. 11.08 Notification to Surety A. If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times), the giving of any such notice will be Contractor's responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. ARTICLE 12 — CLAIMS 12.01 Claims A. Claims Process: The following disputes between Owner and Contractor shall be submitted to the Claims process set forth in this Article: 1. Appeals by Owner or Contractor of Engineer's decisions regarding Change Proposals; 2. Owner demands for adjustments in the Contract Price or Contract Times, or other relief under the Contract Documents; and 3. Disputes that Engineer has been unable to address because they do not involve the design (as set forth in the Drawings, Specifications, or otherwise), the acceptability of the Work, or other engineering or technical matters. B. Submittal of Claim: The party submitting a Claim shall deliver it directly to the other party to the Contract promptly (but in no event later than 30 days) after the start of the event giving rise thereto; in the case of appeals regarding Change Proposals within 30 days of the decision under appeal. The party submitting the Claim shall also furnish a copy to the Engineer, for its information only. The responsibility to substantiate a Claim shall rest with the party making the Claim. In the case of a Claim by Contractor seeking an increase in the Contract Times or Contract Price, or both, Contractor shall certify that the Claim is made in good faith, that the supporting data are accurate and complete, and that to the best of Contractor's knowledge and belief the amount of time or money requested accurately reflects the full amount to which Contractor is entitled. C. Review and Resolution: The party receiving a Claim shall review it thoroughly, giving full consideration to its merits. The two parties shall seek to resolve the Claim through the exchange of information and direct negotiations. The parties may extend the time for resolving the Claim by mutual agreement. All actions taken on a Claim shall be stated in writing and submitted to the other party, with a copy to Engineer. D. Mediation: 1. At any time after initiation of a Claim, Owner and Contractor may mutually agree to mediation of the underlying dispute. The agreement to mediate shall stay the Claim submittal and response process. 2. If Owner and Contractor agree to mediation, then after 60 days from such agreement, either Owner or Contractor may unilaterally terminate the mediation process, and the Claim submittal and decision process shall resume as of the date of the termination. If the mediation proceeds but is unsuccessful in resolving the dispute, the Claim EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 47 of 65 submittal and decision process shall resume as of the date of the conclusion of the mediation, as determined by the mediator. 3. Owner and Contractor shall each pay one-half of the mediator's fees and costs. E. Partial Approval: If the party receiving a Claim approves the Claim in part and denies it in part, such action shall be final and binding unless within 30 days of such action the other party invokes the procedure set forth in Article 17 for final resolution of disputes. F. Denial of Claim: If efforts to resolve a Claim are not successful, the party receiving the Claim may deny it by giving written notice of denial to the other party. If the receiving party does not take action on the Claim within 90 days, then either Owner or Contractor may at any time thereafter submit a letter to the other party indicating that as a result of the inaction, the Claim is deemed denied, thereby commencing the time for appeal of the denial. A denial of the Claim shall be final and binding unless within 30 days of the denial the other party invokes the procedure set forth in Article 17 for the final resolution of disputes. G. Final and Binding Results: If the parties reach a mutual agreement regarding a Claim, whether through approval of the Claim, direct negotiations, mediation, or otherwise; or if a Claim is approved in part and denied in part, or denied in full, and such actions become final and binding; then the results of the agreement or action on the Claim shall be incorporated in a Change Order to the extent they affect the Contract, including the Work, the Contract Times, or the Contract Price. ARTICLE 13 — COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 13.01 Cost of the Work A. Purposes for Determination of Cost of the Work: The term Cost of the Work means the sum of all costs necessary for the proper performance of the Work at issue, as further defined below. The provisions of this Paragraph 13.01 are used for two distinct purposes: 1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price, under cost -plus -fee, time -and -materials, or other cost -based terms; or 2. To determine the value of a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price. When the value of any such adjustment is determined on the basis of Cost of the Work, Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment. B. Costs Included: Except as otherwise may be agreed to in writing by Owner, costs included in the Cost of the Work shall be in amounts no higher than those prevailing in the locality of the Project, shall not include any of the costs itemized in Paragraph 13.01.C, and shall include only the following items: 1. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include, without limitation, superintendents, foremen, and other personnel employed full time on the Work. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, and vacation and holiday pay applicable EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 48 of 65 thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in the above to the extent authorized by Owner. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to Contractor unless Owner deposits funds with Contractor with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates, and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors. If required by Owner, Contractor shall obtain competitive bids from subcontractors acceptable to Owner and Contractor and shall deliver such bids to Owner, who will then determine, with the advice of Engineer, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 13.01. 4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors, attorneys, and accountants) employed for services specifically related to the Work. 5. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value, of such items used but not consumed which remain the property of Contractor. C. Rentals of all construction equipment and machinery, and the parts thereof, whether rented from Contractor or others in accordance with rental agreements approved by Owner with the advice of Engineer, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. d. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, as imposed by Laws and Regulations. e. Deposits lost for causes other than negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. f. Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work (except losses and damages within the deductible amounts of property insurance established in accordance with Paragraph 6.05), provided such losses and damages have resulted from causes EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 49 of 65 other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor's fee. g. The cost of utilities, fuel, and sanitary facilities at the Site. h. Minor expenses such as communication service at the Site, express and courier services, and similar petty cash items in connection with the Work. i. The costs of premiums for all bonds and insurance that Contractor is required by the Contract Documents to purchase and maintain. C. Costs Excluded: The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 13.01.13.1 or specifically covered by Paragraph 13.01.13.4. The payroll costs and other compensation excluded here are to be considered administrative costs covered by the Contractor's fee. 2. Expenses of Contractor's principal and branch offices other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the negligence of 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. 5. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Paragraph 13.01.13. D. Contractor's Fee: When the Work as a whole is performed on the basis of cost-plus, Contractor's fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price is determined on the basis of Cost of the Work, Contractor's fee shall be determined as set forth in Paragraph 11.04.C. E. Documentation: Whenever the Cost of the Work for any purpose is to be determined pursuant to this Article 13, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to Engineer an itemized cost breakdown together with supporting data. 13.02 Allowances A. It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed for such sums and by such persons or entities as may be acceptable to Owner and Engineer. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 50 of 65 B. Cash Allowances: Contractor agrees that: 1. the cash allowances include the cost to Contractor (less any applicable trade discounts) of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and 2. Contractor's costs for unloading and handling on the Site, labor, installation, overhead, profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. D. Prior to final payment, an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 13.03 Unit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Payments to Contractor for Unit Price Work will be based on actual quantities. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). Engineer's written decision thereon will be final and binding (except as modified by Engineer to reflect changed factual conditions or more accurate data) upon Owner and Contractor, subject to the provisions of the following paragraph. E. Within 30 days of Engineer's written decision under the preceding paragraph, Contractor may submit a Change Proposal, or Owner may file a Claim, seeking an adjustment in the Contract Price if: 1. the quantity of any item of Unit Price Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; 2. there is no corresponding adjustment with respect to any other item of Work; and 3. Contractor believes that it is entitled to an increase in Contract Price as a result of having incurred additional expense or Owner believes that Owner is entitled to a decrease in Contract Price, and the parties are unable to agree as to the amount of any such increase or decrease. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 51 of 65 ARTICLE 14—TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 14.01 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories, and authorities having jurisdiction will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor's safety procedures and programs so that they may comply therewith as applicable. 14.02 Tests, Inspections, and Approvals A. Contractor shall give Engineer timely notice of readiness of the Work (or specific parts thereof) for all required inspections and tests, and shall cooperate with inspection and testing personnel to facilitate required inspections and tests. B. Owner shall retain and pay for the services of an independent inspector, testing laboratory, or other qualified individual or entity to perform all inspections and tests expressly required by the Contract Documents to be furnished and paid for by Owner, except that costs incurred in connection with tests or inspections of covered Work shall be governed by the provisions of Paragraph 14.05. C. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved by an employee or other representative of such public body, Contractor shall assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection therewith, and furnish Engineer the required certificates of inspection or approval. D. Contractor shall be responsible for arranging, obtaining, and paying for all inspections and tests required: 1. by the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to Owner; 2. to attain Owner's and Engineer's acceptance of materials or equipment to be incorporated in the Work; 3. by manufacturers of equipment furnished under the Contract Documents; 4. for testing, adjusting, and balancing of mechanical, electrical, and other equipment to be incorporated into the Work; and 5. for acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Such inspections and tests shall be performed by independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to Owner and Engineer. E. If the Contract Documents require the Work (or part thereof) to be approved by Owner, Engineer, or another designated individual or entity, then Contractor shall assume full responsibility for arranging and obtaining such approvals. F. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by Contractor without written concurrence of Engineer, Contractor shall, if requested by Engineer, uncover such Work for observation. Such uncovering shall be at Contractor's expense unless Contractor had given Engineer timely notice of Contractor's intention to EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 52 of 65 cover the same and Engineer had not acted with reasonable promptness in response to such notice. 14.03 Defective Work A. Contractor's Obligation: It is Contractor's obligation to assure that the Work is not defective. B. Engineer's Authority: Engineer has the authority to determine whether Work is defective, and to reject defective Work. C. Notice of Defects: Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. D. Correction, or Removal and Replacement: Promptly after receipt of written notice of defective Work, Contractor shall correct all such defective Work, whether or not fabricated, installed, or completed, or, if Engineer has rejected the defective Work, remove it from the Project and replace it with Work that is not defective. E. Preservation of Warranties: When correcting defective Work, Contractor shall take no action that would void or otherwise impair Owner's special warranty and guarantee, if any, on said Work. F. Costs and Damages: In addition to its correction, removal, and replacement obligations with respect to defective Work, Contractor shall pay all claims, costs, losses, and damages arising out of or relating to defective Work, including but not limited to the cost of the inspection, testing, correction, removal, replacement, or reconstruction of such defective Work, fines levied against Owner by governmental authorities because the Work is defective, and the costs of repair or replacement of work of others resulting from defective Work. Prior to final payment, if Owner and Contractor are unable to agree as to the measure of such claims, costs, losses, and damages resulting from defective Work, then Owner may impose a reasonable set-off against payments due under Article 15. 14.04 Acceptance of Defective Work A. If, instead of requiring correction or removal and replacement of defective Work, Owner prefers to accept it, Owner may do so (subject, if such acceptance occurs prior to final payment, to Engineer's confirmation that such acceptance is in general accord with the design intent and applicable engineering principles, and will not endanger public safety). Contractor shall pay all claims, costs, losses, and damages attributable to Owner's evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness), and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior to final payment, the necessary revisions in the Contract Documents with respect to the Work shall be incorporated in a Change Order. If the parties are unable to agree as to the decrease in the Contract Price, reflecting the diminished value of Work so accepted, then Owner may impose a reasonable set-off against payments due under Article 15. If the acceptance of defective Work occurs after final payment, Contractor shall pay an appropriate amount to Owner. 14.05 Uncovering Work A. Engineer has the authority to require additional inspection or testing of the Work, whether or not the Work is fabricated, installed, or completed. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 53 of 65 B. If any Work is covered contrary to the written request of Engineer, then Contractor shall, if requested by Engineer, uncover such Work for Engineer's observation, and then replace the covering, all at Contractor's expense. C. If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspected or tested by others, then Contractor, at Engineer's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as Engineer may require, that portion of the Work in question, and provide all necessary labor, material, and equipment. 1. If it is found that the uncovered Work is defective, Contractor shall be responsible for all claims, costs, losses, and damages arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others); and pending Contractor's full discharge of this responsibility the Owner shall be entitled to impose a reasonable set-off against payments due under Article 15. 2. If the uncovered Work is not found to be defective, Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Times, or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. If the parties are unable to agree as to the amount or extent thereof, then Contractor may submit a Change Proposal within 30 days of the determination that the Work is not defective. 14.06 Owner May Stop the Work A. If the Work is defective, or Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, then Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of Owner to stop the Work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 14.07 Owner May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from Engineer to correct defective Work, or to remove and replace rejected Work as required by Engineer, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, then Owner may, after seven days written notice to Contractor, correct or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 14.07, Owner shall proceed expeditiously. In connection with such corrective or remedial action, Owner may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor's services related thereto, and incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere. Contractor shall allow Owner, Owner's representatives, agents and employees, Owner's other contractors, and Engineer and Engineer's consultants access to the Site to enable Owner to exercise the rights and remedies under this paragraph. C. All claims, costs, losses, and damages incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 14.07 will be charged against Contractor as set- offs against payments due under Article 15. Such claims, costs, losses and damages will EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 54 of 65 include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's defective Work. D. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this Paragraph 14.07. ARTICLE 15 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD 15.01 Progress Payments A. Basis for Progress Payments: The Schedule of Values established as provided in Article 2 will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to Engineer. Progress payments on account of Unit Price Work will be based on the number of units completed during the pay period, as determined under the provisions of Paragraph 13.03. Progress payments for cost -based Work will be based on Cost of the Work completed by Contractor during the pay period. B. Applications for Payments: 1. At least 20 days before the date established in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing, the Application for Payment shall also be accompanied by a bill of sale, invoice, or other documentation warranting that Owner has received the materials and equipment free and clear of all Liens, and evidence that the materials and equipment are covered by appropriate property insurance, a warehouse bond, or other arrangements to protect Owner's interest therein, all of which must be satisfactory to Owner. 2. Beginning with the second Application for Payment, each Application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor's legitimate obligations associated with prior Applications for Payment. 3. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. C. Review of Applications: 1. Engineer will, within 10 days after receipt of each Application for Payment, including each resubmittal, either indicate in writing a recommendation of payment and present the Application to Owner, or return the Application to Contractor indicating in writing Engineer's reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the Application. 2. Engineer's recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Owner, based on Engineer's observations of the executed Work as an experienced and qualified design professional, and on Engineer's review of the Application for Payment and the accompanying data and schedules, that to the best of Engineer's knowledge, information and belief: EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 55 of 65 a. the Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, the results of any subsequent tests called for in the Contract Documents, a final determination of quantities and classifications for Unit Price Work under Paragraph 13.03, and any other qualifications stated in the recommendation); and c. the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Work. 3. By recommending any such payment Engineer will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive, extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in the Contract; or b. there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by Owner or entitle Owner to withhold payment to Contractor. 4. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment, including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control the Work, or b. for the means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or c. for Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work, or d. to make any examination to ascertain how or for what purposes Contractor has used the money paid on account of the Contract Price, or e. to determine that title to any of the Work, materials, or equipment has passed to Owner free and clear of any Liens. 5. Engineer may refuse to recommend the whole or any part of any payment if, in Engineer's opinion, it would be incorrect to make the representations to Owner stated in Paragraph 15.01.C.2. 6. Engineer will recommend reductions in payment (set -offs) necessary in Engineer's opinion to protect Owner from loss because: a. the Work is defective, requiring correction or replacement; b. the Contract Price has been reduced by Change Orders; C. Owner has been required to correct defective Work in accordance with Paragraph 14.07, or has accepted defective Work pursuant to Paragraph 14.04; d. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; or EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 56 of 65 e. Engineer has actual knowledge of the occurrence of any of the events that would constitute a default by Contractor and therefore justify termination for cause under the Contract Documents. D. Payment Becomes Due: 1. Ten days after presentation of the Application for Payment to Owner with Engineer's recommendation, the amount recommended (subject to any Owner set -offs) will become due, and when due will be paid by Owner to Contractor. E. Reductions in Payment by Owner: 1. In addition to any reductions in payment (set -offs) recommended by Engineer, Owner is entitled to impose a set-off against payment based on any of the following: a. claims have been made against Owner on account of Contractor's conduct in the performance or furnishing of the Work, or Owner has incurred costs, losses, or damages on account of Contractor's conduct in the performance or furnishing of the Work, including but not limited to claims, costs, losses, or damages from workplace injuries, adjacent property damage, non-compliance with Laws and Regulations, and patent infringement; b. Contractor has failed to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Site; C. Contractor has failed to provide and maintain required bonds or insurance; d. Owner has been required to remove or remediate a Hazardous Environmental Condition for which Contractor is responsible; e. Owner has incurred extra charges or engineering costs related to submittal reviews, evaluations of proposed substitutes, tests and inspections, or return visits to manufacturing or assembly facilities; f. the Work is defective, requiring correction or replacement; g. Owner has been required to correct defective Work in accordance with Paragraph 14.07, or has accepted defective Work pursuant to Paragraph 14.04; h. the Contract Price has been reduced by Change Orders; i. an event that would constitute a default by Contractor and therefore justify a termination for cause has occurred; j. liquidated damages have accrued as a result of Contractor's failure to achieve Milestones, Substantial Completion, or final completion of the Work; k. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens; I. there are other items entitling Owner to a set off against the amount recommended. 2. If Owner imposes any set-off against payment, whether based on its own knowledge or on the written recommendations of Engineer, Owner will give Contractor immediate written notice (with a copy to Engineer) stating the reasons for such action and the specific amount of the reduction, and promptly pay Contractor any amount EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 57 of 65 remaining after deduction of the amount so withheld. Owner shall promptly pay Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor, if Contractor remedies the reasons for such action. The reduction imposed shall be binding on Contractor unless it duly submits a Change Proposal contesting the reduction. 3. Upon a subsequent determination that Owner's refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due as determined by Paragraph 15.01.C.1 and subject to interest as provided in the Agreement. 15.02 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to all Work, materials, and equipment furnished under the Contract will pass to Owner free and clear of (1) all Liens and other title defects, and (2) all patent, licensing, copyright, or royalty obligations, no later than seven days after the time of payment by Owner. 15.03 Substantial Completion A. When Contractor considers the entire Work ready for its intended use Contractor shall notify Owner and Engineer in writing that the entire Work is substantially complete and request that Engineer issue a certificate of Substantial Completion. Contractor shall at the same time submit to Owner and Engineer an initial draft of punch list items to be completed or corrected before final payment. B. Promptly after Contractor's notification, Owner, Contractor, and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. C. If Engineer considers the Work substantially complete, Engineer will deliver to Owner a preliminary certificate of Substantial Completion which shall fix the date of Substantial Completion. Engineer shall attach to the certificate a punch list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the preliminary certificate during which to make written objection to Engineer as to any provisions of the certificate or attached punch list. If, after considering the objections to the provisions of the preliminary certificate, Engineer concludes that the Work is not substantially complete, Engineer will, within 14 days after submission of the preliminary certificate to Owner, notify Contractor in writing that the Work is not substantially complete, stating the reasons therefor. If Owner does not object to the provisions of the certificate, or if despite consideration of Owner's objections Engineer concludes that the Work is substantially complete, then Engineer will, within said 14 days, execute and deliver to Owner and Contractor a final certificate of Substantial Completion (with a revised punch list of items to be completed or corrected) reflecting such changes from the preliminary certificate as Engineer believes justified after consideration of any objections from Owner. D. At the time of receipt of the preliminary certificate of Substantial Completion, Owner and Contractor will confer regarding Owner's use or occupancy of the Work following Substantial Completion, review the builder's risk insurance policy with respect to the end of the builder's risk coverage, and confirm the transition to coverage of the Work under a permanent property insurance policy held by Owner. Unless Owner and Contractor agree otherwise in writing, Owner shall bear responsibility for security, operation, protection of the Work, property insurance, maintenance, heat, and utilities upon Owner's use or occupancy of the Work. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 58 of 65 E. After Substantial Completion the Contractor shall promptly begin work on the punch list of items to be completed or corrected prior to final payment. In appropriate cases Contractor may submit monthly Applications for Payment for completed punch list items, following the progress payment procedures set forth above. F. Owner shall have the right to exclude Contractor from the Site after the date of Substantial Completion subject to allowing Contractor reasonable access to remove its property and complete or correct items on the punch list. 15.04 Partial Use or Occupancy A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents, or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by Owner for its intended purpose without significant interference with Contractor's performance of the remainder of the Work, subject to the following conditions: 1. At any time Owner may request in writing that Contractor permit Owner to use or occupy any such part of the Work that Owner believes to be substantially complete. If and when Contractor agrees that such part of the Work is substantially complete, Contractor, Owner, and Engineer will follow the procedures of Paragraph 15.03.A through E for that part of the Work. 2. At any time Contractor may notify Owner and Engineer in writing that Contractor considers any such part of the Work substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 3. Within a reasonable time after either such request, Owner, Contractor, and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be substantially complete, Engineer will notify Owner and Contractor in writing giving the reasons therefor. If Engineer considers that part of the Work to be substantially complete, the provisions of Paragraph 15.03 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto. 4. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Paragraph 6.05 regarding builder's risk or other property insurance. 15.05 Final Inspection A. Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete, Engineer will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work, or agreed portion thereof, is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. 15.06 Final Payment A. Application for Payment: 1. After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance, certificates of EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 59 of 65 inspection, annotated record documents (as provided in Paragraph 7.11), and other documents, Contractor may make application for final payment. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents; b. consent of the surety, if any, to final payment; C. satisfactory evidence that all title issues have been resolved such that title to all Work, materials, and equipment has passed to Owner free and clear of any Liens or other title defects, or will so pass upon final payment. d. a list of all disputes that Contractor believes are unsettled; and e. complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights arising out of the Work, and of Liens filed in connection with the Work. 3. In lieu of the releases or waivers of Liens specified in Paragraph 15.06.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (a) the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (b) all payrolls, material and equipment bills, and other indebtedness connected with the Work for which Owner might in any way be responsible, or which might in any way result in liens or other burdens on Owner's property, have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any Lien, or Owner at its option may issue joint checks payable to Contractor and specified Subcontractors and Suppliers. B. Engineer's Review of Application and Acceptance: 1. If, on the basis of Engineer's observation of the Work during construction and final inspection, and Engineer's review of the final Application for Payment and accompanying documentation as required by the Contract Documents, Engineer is satisfied that the Work has been completed and Contractor's other obligations under the Contract have been fulfilled, Engineer will, within ten days after receipt of the final Application for Payment, indicate in writing Engineer's recommendation of final payment and present the Application for Payment to Owner for payment. Such recommendation shall account for any set -offs against payment that are necessary in Engineer's opinion to protect Owner from loss for the reasons stated above with respect to progress payments. At the same time Engineer will also give written notice to Owner and Contractor that the Work is acceptable, subject to the provisions of Paragraph 15.07. Otherwise, Engineer will return the Application for Payment to Contractor, indicating in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment. C. Completion of Work: The Work is complete (subject to surviving obligations) when it is ready for final payment as established by the Engineer's written recommendation of final payment. D. Payment Becomes Due: Thirty days after the presentation to Owner of the final Application for Payment and accompanying documentation, the amount recommended by Engineer (less any further sum Owner is entitled to set off against Engineer's recommendation, EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 60 of 65 including but not limited to set -offs for liquidated damages and set -offs allowed under the provisions above with respect to progress payments) will become due and shall be paid by Owner to Contractor. 15.07 Waiver of Claims A. The making of final payment will not constitute a waiver by Owner of claims or rights against Contractor. Owner expressly reserves claims and rights arising from unsettled Liens, from defective Work appearing after final inspection pursuant to Paragraph 15.05, from Contractor's failure to comply with the Contract Documents or the terms of any special guarantees specified therein, from outstanding Claims by Owner, or from Contractor's continuing obligations under the Contract Documents. B. The acceptance of final payment by Contractor will constitute a waiver by Contractor of all claims and rights against Owner other than those pending matters that have been duly submitted or appealed under the provisions of Article 17. 15.08 Correction Period A. If within one year after the date of Substantial Completion (or such longer period of time as may be prescribed by the terms of any applicable special guarantee required by the Contract Documents, or by any specific provision of the Contract Documents), any Work is found to be defective, or if the repair of any damages to the Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise, and other adjacent areas used by Contractor as permitted by Laws and Regulations, is found to be defective, then Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions: 1. correct the defective repairs to the Site or such other adjacent areas; 2. correct such defective Work; 3. if the defective Work has been rejected by Owner, remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others, or to other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of Owner's written instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. Contractor shall pay 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 such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others). C. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this paragraph, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 61 of 65 E. Contractor's obligations under this paragraph are in addition to all other obligations and warranties. The provisions of this paragraph shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. ARTICLE 16 — SUSPENSION OF WORK AND TERMINATION 16.01 Owner May Suspend Work A. At any time and without cause, Owner may suspend the Work or any portion thereof for a period of not more than 90 consecutive days by written notice to Contractor and Engineer. Such notice will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. Contractor shall be entitled to an adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension. Any Change Proposal seeking such adjustments shall be submitted no later than 30 days after the date fixed for resumption of Work. 16.02 Owner May Terminate for Cause A. The occurrence of any one or more of the following events will constitute a default by Contractor and justify termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the Progress Schedule); 2. Failure of Contractor to perform or otherwise to comply with a material term of the Contract Documents; 3. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; or 4. Contractor's repeated disregard of the authority of Owner or Engineer. B. If one or more of the events identified in Paragraph 16.02.A occurs, then after giving Contractor (and any surety) ten days written notice that Owner is considering a declaration that Contractor is in default and termination of the contract, Owner may proceed to: 1. declare Contractor to be in default, and give Contractor (and any surety) notice that the Contract is terminated; and 2. enforce the rights available to Owner under any applicable performance bond. C. Subject to the terms and operation of any applicable performance bond, if Owner has terminated the Contract for cause, Owner may exclude Contractor from the Site, take possession of the Work, incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere, and complete the Work as Owner may deem expedient. D. Owner may not proceed with termination of the Contract under Paragraph 16.02.13 if Contractor within seven days of receipt of notice of intent to terminate begins to correct its failure to perform and proceeds diligently to cure such failure. E. If Owner proceeds as provided in Paragraph 16.02.13, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds the cost to complete the Work, including all related claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals) sustained by Owner, such excess will be paid to Contractor. If the cost to complete the Work including such related claims, costs, losses, EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 62 of 65 and damages exceeds such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses, and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this paragraph, Owner shall not be required to obtain the lowest price for the Work performed. F. Where Contractor's services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which may thereafter accrue, or any rights or remedies of Owner against Contractor or any surety under any payment bond or performance bond. Any retention or payment of money due Contractor by Owner will not release Contractor from liability. G. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 6.01.A, the provisions of that bond shall govern over any inconsistent provisions of Paragraphs 16.02.13 and 16.02.D. 16.03 Owner May Terminate For Convenience A. Upon seven days written notice to Contractor and Engineer, Owner may, without cause and without prejudice to any other right or remedy of Owner, terminate the Contract. In such case, Contractor shall be paid for (without duplication of any items): 1. completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; and 3. other reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. B. Contractor shall not be paid on account of loss of anticipated overhead, profits, or revenue, or other economic loss arising out of or resulting from such termination. 16.04 Contractor May Stop Work or Terminate A. If, through no act or fault of Contractor, (1) the Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority, or (2) Engineer fails to act on any Application for Payment within 30 days after it is submitted, or (3) Owner fails for 30 days to pay Contractor any sum finally determined to be due, then Contractor may, upon seven days written notice to Owner and Engineer, and provided Owner or Engineer do not remedy such suspension or failure within that time, terminate the contract and recover from Owner payment on the same terms as provided in Paragraph 16.03. B. In lieu of terminating the Contract and without prejudice to any other right or remedy, if Engineer has failed to act on an Application for Payment within 30 days after it is submitted, or Owner has failed for 30 days to pay Contractor any sum finally determined to be due, Contractor may, seven days after written notice to Owner and Engineer, stop the Work until payment is made of all such amounts due Contractor, including interest thereon. The provisions of this paragraph are not intended to preclude Contractor from submitting a Change Proposal for an adjustment in Contract Price or Contract Times or otherwise for EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 63 of 65 expenses or damage directly attributable to Contractor's stopping the Work as permitted by this paragraph. ARTICLE 17 — FINAL RESOLUTION OF DISPUTES 17.01 Methods and Procedures A. Disputes Subject to Final Resolution: The following disputed matters are subject to final resolution under the provisions of this Article: 1. A timely appeal of an approval in part and denial in part of a Claim, or of a denial in full; and 2. Disputes between Owner and Contractor concerning the Work or obligations under the Contract Documents, and arising after final payment has been made. B. Final Resolution of Disputes: For any dispute subject to resolution under this Article, Owner or Contractor may: 1. elect in writing to invoke the dispute resolution process provided for in the Supplementary Conditions; or 2. agree with the other party to submit the dispute to another dispute resolution process; or 3. if no dispute resolution process is provided for in the Supplementary Conditions or mutually agreed to, give written notice to the other party of the intent to submit the dispute to a court of competent jurisdiction. ARTICLE 18 — MISCELLANEOUS 18.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person, by a commercial courier service or otherwise, to the individual or to a member of the firm or to an officer of the corporation for which it is intended; or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the sender of the notice. 18.02 Computation of Times A. When any period of time is referred to in the Contract by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 18.03 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract. The provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 64 of 65 18.04 Limitation of Damages A. With respect to any and all Change Proposals, Claims, disputes subject to final resolution, and other matters at issue, neither Owner nor Engineer, nor any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, shall be liable to Contractor for any claims, costs, losses, or damages sustained by Contractor on or in connection with any other project or anticipated project. 18.05 No Waiver A. A party's non -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Contract. 18.06 Survival of Obligations A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 18.07 Controlling Law A. This Contract is to be governed by the law of the state in which the Project is located. 18.08 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. EJCDC® C-700 (Rev. 1), Standard General Conditions of the Construction Contract. Copyright © 2013 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 65 of 65 SECTION 00 80 05 SUPPLEMENTARY CONDITIONS TO EJCDC GENERAL CONDITIOSNS C-700 I. SUPPLEMENTARY CONDITIONS A. Caption and Introductory Statements Supplementary Conditions These Supplementary Conditions amend or supplement the Standard General Conditions of the Construction Contract Section 00 72 00, EJCDC° C-700-2013 Edition. All provisions that are not so amended or supplemented remain in full force and effect. The terms used in these Supplementary Conditions have the meanings stated in the General Conditions. Additional terms used in these Supplementary Conditions have the meanings stated below, which are applicable to both the singular and plural thereof. The address system used in these Supplementary Conditions is the same as the address system used in the General Conditions, with the prefix "SC" added thereto. ARTICLE 1— DEFINITIONS AND TERMINOLOGY SC-1.01 Defined Terms SC-1.01.A. Delete Paragraph 1.01.A. in its entirety and substitute the following: A. Whenever used in these General conditions or in other Contract Documents, the terms listed below have the meanings indicated which are applicable to both the singular and plural thereof. Said terms are generally capitalized or written in italics, but not always. When used in a context consistent with the definition of a listed -defined term, the term shall have a meaning as defined below whether capitalized or italicized or otherwise. SC-1.01.E. Delete Paragraph 1.02.E. in its entirety and substitute the following: E. Furnish, Install, Perform, Provide, Supply. 1. The word "Furnish" or the word "Install" or the word "Perform" or the word "Provide" or the word "Supply," or any combination or similar directive or usage there of, shall mean furnishing and incorporating in the Work including all necessary to perform the Work indicated, unless specifically limited to the context used." 10059265 Hutchinson Utilities Commission Units 6 & 7 - Foundations SUPPLEMENTARY CONDITIONS 008005-1 ARTICLE 2 — PRELIMINARY MATTERS SC-2.02 Copies of Documents SC-2.02.A. Amend the first sentence of Paragraph 2.02.A. to read as follows: Owner shall furnish to Contractor [2] copies of the Contract Documents (including one fully executed counterpart of the Agreement), and one copy in electronic portable document format (PDF). SC-2.02 Add the following new paragraph immediately after Paragraph 2.02.13: C. Conformed documents incorporate and integrate Addenda and amendments negotiated prior to the Effective Date of the Contract. The conformed documents are produced for the convenience of the user and are not binding on the Owner nor do conformed documents take the place of the Contract Documents. ARTICLE 3 — DOCUMENTS: INTENT, REQUIREMENTS, REUSE SC-3.01 Intent SC-3.01 Add the following new paragraphs immediately after Paragraph 3.01.E: F. The Specifications may vary in form, format and style. Some specification sections are written in varying degrees of streamlined or declarative style and some sections may be relatively narrative by comparison. Omissions of such words and phrases as "the Contractor shall," "in conformity with," "as shown," or "as specified" are intentional in streamlined sections. Omitted words and phrases shall be supplied by inference. Similar types of provisions may appear in various parts of a section or articles within a part depending on the format of the section. The Contractor shall not take advantage of any variation of form, format or style in making claims for extra Work. G. The cross referencing of specification sections under the subparagraph heading "Related Sections include but are not necessarily limited to:" and elsewhere within each specification section is provided as an aid and convenience to the Contractor. The Contractor shall not rely on the cross referencing provided and shall be responsible to coordinate the entire Work under the Contract Documents and provide a complete Project whether or not the cross referencing is provided in each section or whether or not the cross referencing is complete. ARTICLE 5 — AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS SC-5.06 Hazardous Environmental Conditions SC 5.06 Delete Paragraphs 5.06.A and 5.06.13 in their entirety and insert the following: A. No reports or drawings related to Hazardous Environmental Conditions at the Site are known to Owner. B. Not Used. 10059265 Hutchinson Utilities Commission Units 6 & 7 - Foundations SUPPLEMENTARY CONDITIONS 008005-2 ARTICLE 6 — BONDS AND INSURANCE SC-6.02 Insurance —General Provisions SC-6.02 Add the following paragraph immediately after Paragraph 6.02.13: 1. Contractor may obtain worker's compensation insurance from an insurance company that has not been rated by A.M. Best, provided that such company (a) is domiciled in the state in which the project is located, (b) is certified or authorized as a worker's compensation insurance provider by the appropriate state agency, and (c) has been accepted to provide worker's compensation insurance for similar projects by the state within the last 12 months. SC-6.03 Contractor's Insurance SC 6.03 Add the following new paragraph immediately after Paragraph 6.03.J: K. The limits of liability for the insurance required by Paragraph 6.03 of the General Conditions shall provide coverage for not less than the following amounts or greater where required by Laws and Regulations: 1. Workers' Compensation, and related coverages under Paragraphs 6.03.A.1 and A.2 of the General Conditions: State: Statutory Federal, if applicable (e.g., Longshoreman's): Statutory Jones Act coverage, if applicable: Bodily injury by accident, each accident $ 1,500,000 Bodily injury by disease, aggregate $ 1,500,000 Employer's Liability: Bodily injury, each accident $ 1,500,000 Bodily injury by disease, each employee $ 1,500,000 Bodily injury/disease aggregate $ 1,500,000 For work performed in monopolistic states, stop- gap liability coverage shall be endorsed to either the worker's compensation or commercial general liability policy with a minimum limit of: $ 1,500,000 Foreign voluntary worker compensation Statutory 2. Contractor's Commercial General Liability under Paragraphs 6.03.13 and 6.03.0 of the General Conditions: General Aggregate $ 1,500,000 Products - Completed Operations Aggregate $ 1,500,000 10059265 Hutchinson Utilities Commission Units 6 & 7 - Foundations SUPPLEMENTARY CONDITIONS 008005-3 Personal and Advertising Injury $ 1,500,000 Each Occurrence (Bodily Injury and Property Damage) $ 1,500,000 3. Automobile Liability under Paragraph 6.03.D. of the General Conditions: Bodily Injury: Each person $ 1,500,000 Each accident $ 1,500,000 Property Damage: Each accident $ 1,500,000 tor] Combined Single Limit of $ 1,500,000 4. Excess or Umbrella Liability: Per Occurrence $ 1,500,000 General Aggregate $ 1,500,000 5. Contractor's Pollution Liability: Each Occurrence $ NA General Aggregate $ NA ARTICLE 7 — CONTRACTOR'S RESPONSIBILITIES SC-7.02 Labor; Working Hours SC-7.02.C. Add the following new paragraph immediately after Paragraph 7.02.B: Contractor shall be responsible for the cost of any overtime pay or other expense incurred by the Owner for Engineer's services (including those of the Resident Project Representative, if any), Owner's representative, and construction observation services, occasioned by the performance of Work on Saturday, Sunday, any legal holiday, or as overtime on any regular work day. If Contractor is responsible but does not pay, or if the parties are unable to agree as to the amount owed, then Owner may impose a reasonable set-off against payments due under Article 15. 10059265 Hutchinson Utilities Commission Units 6 & 7 - Foundations SUPPLEMENTARY CONDITIONS 008005-4 SC-7.03 Services, Materials, and Equipment SC-7.03.B. Add the following new subparagraphs immediately after Paragraph 7.03.B: 1. Where the Work requires equipment be furnished, due to the lack of standardization of equipment as produced by the various manufacturers, it may become necessary to make minor modifications in the structures, buildings, piping, mechanical work, electrical work, accessories, controls, or other work, to accommodate the particular equipment offered. Contractor's bid price for any equipment offered shall include the cost of making any necessary changes subject to the approval of Engineer. SC-7.08 Permits SC-7.08. Add a new paragraph immediately after Paragraph GC-7.08A. which is to read as follows: "B. In those instances where a certificate of occupancy must be obtained before the Work under this Contract can be occupied and placed into service by Owner, it shall be the responsibility of Contractor to arrange, coordinate, and pay any costs of obtaining said certificate." ARTICLE 9 — OWNER'S RESPONSIBILITIES SC-9.13 Owner's Site Representative SC-9.13 Add the following new paragraph immediately after Paragraph 9.12 of the General Conditions: SC-9.13 Owner will furnish an "Owner's Site Representative" to represent Owner at the Site and assist Owner in observing the progress and quality of the Work. The Owner's Site Representative is not Engineer's consultant, agent, or employee. Owner's Site Representative will be Mr. Randy Blake. ARTICLE 10 — ENGINEER'S STATUS DURING CONSTRUCTION SC-13.03 Unit Price Work SC-13.03.C. Amend Paragraph 13.03.0 to add the following sentences: "Work described in the Contract Documents, or reasonably inferred as required for a functionally complete installation, but not identified in the listing of unit price items, shall be considered incidental to unit price work listed and the cost of incidental work included as a part of the unit price." ARTICLE 15 — PAYMENTS TO CONTRACTOR; SET -OFFS; COMPLETION; CORRECTION PERIOD SC-15.03 Substantial Completion SC 15.03.B Add the following new subparagraph to Paragraph 15.03.B: 1. If some or all of the Work has been determined not to be at a point of Substantial Completion and will require re -inspection or re -testing by Engineer, the cost of 10059265 Hutchinson Utilities Commission Units 6 & 7 - Foundations SUPPLEMENTARY CONDITIONS 008005-5 such re -inspection or re -testing, including the cost of time, travel and living expenses, shall be paid by Contractor to Owner. If Contractor does not pay, or the parties are unable to agree as to the amount owed, then Owner may impose a reasonable set-off against payments due under Article 15. SC-15.07 Waiver of Claims SC-15.07.B. Amend Paragraph 15.07.113 to state: "The acceptance of final payment by Contractor will constitute a waiver by Contractor of all claims and rights against Owner and/or Engineer other than those pending matters that have been duly submitted or appealed under the provisions of Article 17." ARTICLE 17 — FINAL RESOLUTION OF DISPUTES SC-17.03 Attorneys' Fees SC-17.03 Add the following new paragraph immediately after Paragraph 17.01. SC-17.02 Attorneys' Fees: For any matter subject to final resolution under this Article, the prevailing party shall be entitled to an award of its attorneys' fees incurred in the final resolution proceedings, in an equitable amount to be determined in the discretion of the court, arbitrator, arbitration panel, or other arbiter of the matter subject to final resolution, taking into account the parties' initial demand or defense positions in comparison with the final result. 10059265 Hutchinson Utilities Commission Units 6 & 7 - Foundations SUPPLEMENTARY CONDITIONS 008005-6 SECTION 01 11 00 SUMMARY OF WORK PART 1 - GENERAL 1.1 DESCRIPTION A. General: 1. Furnish all materials, tools, equipment and devices as specified in accord with the provisions of the Contract Documents. 2. Furnish and install all supplementary or miscellaneous items, appurtenances, and devices incidental to or necessary for a sound, secure, complete, and functional installation. B. The Hutchinson Utilities Commission Plant 1 will remain in operation during foundation demolition and reconstruction. C. Availability of facility for operation is 24-hours per day, 7-days per week, 365-days per year. 1.2 WORK COVERED BY CONTRACT A. The work is generally described as partial demolition of existing concrete foundations and rebuilding the foundations to accommodate newly purchased Engine Generator units. B. Other Contractors will be on site during the execution of this Work. Contractor shall coordinate with Owner, Owner's Engineer and other contractors for scheduling and execution of this Work. C. The work of this contract includes but is not limited to furnishing of labor, materials, and equipment to complete the Work as outlined in the following. 1. Partial demolition of existing concrete foundations 2. Removal of all demolition materials and debris to an appropriate site location 3. Dust control and protection of equipment in and around the work area during execution of the demolition work. 4. Furnish and install all concrete and reinforcement, as indicated on the plans. 5. Provide a finished concrete surface within the requirements/tolerance of the surface finishes indicated. 6. Obtain permits and other agency authorizations (Local, State and Federal) required for the performance of the Work indicated. 7. Cleanup and demobilization. 1.3 WORK BY OTHERS A. Site access. B. Certain temporary utilities as described. 1.4 SCHEDULE A. As prescribed by the Agreement 1.5 PERMITS AND LICENSES A. Shall obtain, at his expense, all permits and licenses necessary in accordance with Article 7 of the general conditions Document 00 72 00. PART 2 - PRODUCTS - NOT USED PART 3 - EXECUTION - NOT USED 10059265 Hutchinson Utilities Commission Units 6 & 7 - Foundations SUMMARY OF WORK 011100-1 END OF SECTION 10059265 Hutchinson Utilities Commission Units 6 & 7 - Foundations SUMMARY OF WORK 01 11 00 - 2 2012/04/30 SECTION 01 33 00 SUBMITTALS PART1- GENERAL 1.1 SUMMARY A. Section Includes: L Mechanics and administration of the submittal process for: a. Shop Drawings. b. Samples. c. Miscellaneous submittals. 2. General content requirements for Shop Drawings. B. Related Sections include but are not necessarily limited to: 1. Division 00 - Bidding Requirements, Contract Forms, and Conditions of the Contract. 2. Division 01 - General Requirements. 1.2 DEFINITIONS A. Shop Drawings: 1. See General Conditions. 2. Product data and samples are Shop Drawing information. B. Miscellaneous Submittals: 1. Submittals other than Shop Drawings. 2. Representative types of miscellaneous submittal items include but are not limited to: a. Construction schedule b. Concrete mix design c. Concrete test reports d. Steel and miscellaneous metals e. Warranties f. Construction photographs g. Cost breakdown (Schedule of Values) 1.3 SUBMITTAL SCHEDULE A. Schedule of Shop Drawings: 1. Submitted and approved within 20 days of receipt of Notice to Proceed. 2. Account for multiple transmittals under any specification section where partial submittals will be transmitted. B. Shop Drawings: Submittal and approval prior to undertaking construction. 1.4 PREPARATION OF SUBMITTALS A. General: 1. All submittals and all pages of all copies of a submittal shall be completely legible. 2. Submittals which, in the Engineer's sole opinion, are illegible will be returned without review. B. Shop Drawings: L Scope of any submittal and letter of transmittal: a. Limited to one (1) Specification Section. 2. Numbering letter of transmittal: 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations SUBMITTALS 01 3300- 1 a. If more than one (1) submittal under any Specification Section, assign consecutive series numbers to subsequent transmittal letters. 3. Describing transmittal contents: a. Provide listing of each component or item in submittal capable of receiving an independent review action. b. Identify for each item: 1) Manufacturer and Manufacturer's Drawing or data number. 4. Contractor stamping: a. General: 1) Contractor must review all submittals and resubmittals for conformity to the construction documents. 2) Contractor's review and approval stamp shall be applied either to the letter of transmittal or a separate sheet preceding each independent item in the submittal. a) Contractor's signature and date shall be wet ink signature. b) Shop Drawing submittal stamp shall read "(Contractor's Name) has satisfied Contractor's obligations under the Contract Documents with respect to Contractor's review and approval as stipulated under General Conditions Paragraph 6.17C." c) Letters of transmittal may be stamped only when the scope of the submittal is one (1) item. b. Electronic stamps: 1) Contractor may electronically embed Contractor's review and approval stamp to either the letter of transmittal or a separate index sheet preceding each independent item in the submittal. 5. Transmittal contents: a. Coordinate and identify Shop Drawing contents so that all items can be easily verified by the Engineer. b. Identify equipment or material use, tag number, Drawing detail reference, weight, and other Project specific information. c. Provide sufficient information together with technical cuts and technical data to allow an evaluation to be made to determine that the item submitted is in compliance with the Contract Documents. d. Submit items such as equipment brochures, cuts of fixtures, product data sheets or catalog sheets on 8-1/2 x 11 IN pages. 1) Indicate exact item or model and all options proposed. e. When a Shop Drawing submittal is called for in any Specification Section, include as appropriate, scaled details, sizes, dimensions, performance characteristics, capacities, test data, anchoring details, installation instructions, storage and handling instructions, color charts, layout Drawings, rough -in diagrams, wiring diagrams, controls, weights and other pertinent data in addition to information specifically stipulated in the Specification Section. 1) Arrange data and performance information in format similar to that provided in Contract Documents. 2) Provide, at minimum, the detail specified in the Contract Documents. f. If proposed equipment or materials deviate from the Contract Drawings or Specifications in any way, clearly note the deviation and justify the said deviation in detail in a separate letter immediately following transmittal sheet. 1.5 TRANSMITTAL OF SUBMITTALS A. Shop Drawings, Samples and Miscellaneous Submittals: 1. Transmit all submittals to: 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations SUBMITTALS 01 33 00 - 2 HDR Engineering, Inc. 701 Xenia Avenue South; Suite 600 Minneapolis, Minnesota 55416 Attn: J. W. Booty Phone: 763-591-5471 Fax: 763-591-5413 2. All submittals must be from Contractor. a. Submittals will not be received from or returned to subcontractors. 3. Provide submittal information defining specific equipment or materials utilized on the Project. a. Generalized product information, not clearly defining specific equipment or materials to be provided, will be rejected. B. Electronic submittals will be accepted provided the submittal process is followed. C. Fax Transmittals: 1. Permitted on a case -by -case basis to expedite review when approved by Engineer. 2. Requires hard copy transmittal to immediately follow. a. Engineer will proceed with review of fax transmittal. b. Engineer's approval or rejection comments will be recorded and returned on hard copy transmittal. 1.6 ENGINEER'S REVIEW ACTION A. Shop Drawings and Samples: I. Items within transmittals will be reviewed for overall design intent and will receive one of the following actions: a. A - FURNISH AS SUBMITTED b. B - FURNISH AS NOTED c. C - REVISE AND RESUBMIT d. D - REJECTED e. E - ENGINEER'S REVIEW NOT REQUIRED 2. Submittals received will be initially reviewed to ascertain Contractor's review and approval. a. Submittals not stamped by the Contractor or stamped with a stamp containing language other than that specified herein will not be reviewed for technical content and will be returned without any action. 3. In relying on the representation on the Contractor's review and approval stamp, Owner and Engineer reserve the right to review and process poorly organized and poorly described submittals as follows: a. Submittals transmitted with a description identifying a single item and found to contain multiple independent items: 1) Review and approval will be limited to the single item described on the transmittal letter. 2) Other items identified in the submittal will: a) Not be logged as received by the Engineer. b) Be removed from the submittal package and returned without review and comment to the Contractor for coordination, description and stamping. c) Be submitted by the Contractor as a new series number, not as a re -submittal number. b. Engineer, at Engineer's discretion, may revise the transmittal letter item list and descriptions, and conduct review. 1) Unless Contractor notifies Engineer in writing that the Engineer's revision of the transmittal letter item list and descriptions was in error, Contractor's review and approval stamp will be deemed to have applied to the entire contents of the submittal package. 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations SUBMITTALS 01 33 00 - 3 4. Submittals returned with Action "A" or "B" are considered ready for fabrication and installation. a. Items marked "A" or "B" will be fully distributed. 5. Failure to include any specific information specified under the submittal paragraphs of the Specifications may result in the submittal being returned to the Contractor with "C" or "D" Action. 6. Calculations required in individual Specification Sections will be received for information purposes only, as evidence calculations have been performed by individuals meeting specified qualifications, and will be returned stamped "E. Engineer's Review Not Required" to acknowledge receipt. 7. Transmittals of submittals which the Engineer considers as "Not Required" submittal information, which is supplemental to but not essential to prior submitted information, or items of information in a transmittal which have been reviewed and received "A" or "B" Action in a prior submittal, will be returned with Action "E. Engineer's Review Not Required." 8. Samples may be retained for comparison purposes. a. Remove samples when directed. 9. Approved samples submitted or constructed, constitute criteria for judging completed work. a. Finished work or items not equal to samples maybe rejected. PART 2 - PRODUCTS - (NOT APPLICABLE TO THIS SECTION) PART 3 - EXECUTION - (NOT APPLICABLE TO THIS SECTION) END OF SECTION 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations SUBMITTALS 013300-4 SECTION 01 50 00 TEMPORARY FACILITIES AND CONTROLS PART 1 - GENERAL 1.1 SUMMARY A. This section outlines the temporary facilities and controls for the Contractors Scope of Work. 1.2 ADMINISTRATIVE REQUIREMENTS A. All temporary facilities and controls provided by the Owner for the Contractor's use shall remain the property of the Owner and shall be returned to the Owner in satisfactory condition when the work is completed. The Contractor shall be responsible for the repair of damage to Owner furnished temporary facilities when such damage has resulted from the Contractors activities. B. All temporary facilities and controls provided by the Contractor shall remain the property of the Contractor and shall be maintained throughout the installation work. Any materials, equipment, or temporary structures installed or erected on the j obsite or within permanent buildings by the Contractor shall be removed by it when so directed by the Owner to permit the execution of other work in connection with the project or at the completion of the Contractor's work. C. All Contractor temporary facilities and controls shall be in first-class condition and shall be of the proper type and size to perform the work. The facilities shall be regularly and systematically maintained throughout the work to ensure proper, efficient operation. Plant and facilities which are inadequate or improperly maintained shall be promptly modified, repaired, or removed from the site and replaced as directed by the Owner at the Contractor 's expense. D. When the Contractor's Work is completed, all temporary facilities provided by the Contractor shall be removed from the site and the area shall be restored to its original condition. 1.3 SUBMITTALS A. Items in this section that require submittal to the Owner, shall comply with pertinent provisions of Section 01 33 00 "Submittal Procedures". PART 2 - PRODUCTS NOT USED PART 3 - EXECUTION 3.1 TEMPORARY UTILITIES A. The Owner will, at his expense, arrange for, develop, and maintain certain utilities and services specified below as Owner furnished. The Owner furnished facilities will be concurrently used by others and the Contractor shall not make unreasonable demands on such utilities and services. While reasonable efforts will be made to maintain supply continuity, continuity cannot be guaranteed. The Contractor shall have no claim against the Owner for any loss or inconvenience the Contractor may suffer because of supply interruption. B. Temporary Electricity: 1. The Owner will pay for all power costs. The Owner will furnish energy for construction electric power, welding, and temporary lighting at no charge. 2. Prior to mobilizing on the jobsite, the Contractor shall furnish the Owner its anticipated temporary power requirements and schedules. 10059265 Hutchinson Utilities Commission Units 6 & 7— Foundations TEMPORARY FACILITIES AND CONTROLS 01 50 00 - 1 3. Temporary power facilities shall conform to applicable safety and code requirements, shall be constructed to provide proper clearances and minimum interference with construction, and shall be acceptable to the Owner. All temporary wiring shall conform to Article 305 — TEMPORARY WIRING of the National Electrical Code. And comply with all Owner, State, Local, and OSHA Rules/Regulations. 4. The Owner or Owner's representative will provide a source of 48OV-30 and 120V-10 electrical energy at a single or several mutually agreed to location(s) in the general vicinity of the Contractor 's work area. The breaker(s) feeding the Contractor s load will be under control of the Owner. Contractor will install required breakers (controlled by them) for their power usage and distribution and provide their own power cable to the welding machine or other electric tools or equipment. 5. Conductors shall be not less than 12 AWG copper and insulated for 600 volts. 6. All temporary wiring (where applicable) in the yard area shall be placed underground at a minimum depth of 3'-0" below grade with at least 4 inches of sand cover on all sides of grouped conductors. A Treated plank with rough dimensions of at least 2 inches by 12 inches shall be placed over the sand bedding and covered with backfill of 18 inches depth, over which shall be laid a continuous strip of yellow identifier tape. The trench shall be backfilled to grade level with all backfill compacted to a density of 85%. Underground cable shall be NEC Type USE. Identifier tape shall be 6 inches wide and shall have the words "CAUTION — BURIED ELECTRICAL LINE" or similar wording in black letters on a yellow background. The tape shall be made of polyethylene or other materials impervious to typical solid constituents. 7. The Contractor shall remove at the end of the Work all temporary underground wiring installed by them. If removal is not possible, applicable as -built drawing shall be provided to clearly show remaining conductors. The Contractor shall ensure the remaining wiring is de -energized and terminated at each end via appropriate physical means. C. Temporary Fire Protection 1. Contractor is responsible for all temporary fire protection required for the performance of his work and areas under his control. D. Temporary Fuel Oil 1. Contractor is responsible for furnishing all fuel for equipment and heating devices required to perform the work. On site storage shall be coordinated with the Owner. E. Temporary Heating, Cooling, and Ventilating 1. Plant heating and ventilation is provided by the Owner. 2. Except as otherwise accepted by the Owner, the use of electrical energy for heating will not be permitted. When so approved, electrical energy for heating will be subject to charges as determined by the Owner. 3. Salamanders, open fires, or other methods which constitute a hazard to personnel or property shall not be used. All heating equipment shall be provided with adequate safeguards. F. Temporary Lighting 1. Contractor is responsible for all temporary lighting required to perform their Work. G. Temporary Propane Gas 1. The Contractor shall provide any propane or other bottled gas required for their temporary facilities. Storage, pressure regulation, distribution and use of propane shall be in accordance with Federal, State, local or jurisdictional regulations. Natural gas is not available for temporary facilities. H. Temporary Telecommunications 1. Contractor is responsible for coordinating the installation of any temporary telecommunications and internet service required to perform their work. Contractor will pay for all installation, removal and demand & service charges related to the service. 10059265 Hutchinson Utilities Commission Units 6 & 7— Foundations TEMPORARY FACILITIES AND CONTROLS 015000-2 L Temporary Water 1. The Owner or Owner's representative will coordinate Contractors use of construction water, and identify locations where water, of plant service quality, can be obtained. J. Temporary Potable Water 1. The Owner will provide a source of potable water for Contractor's use. Contractor shall provide their own potable water distribution and any ice required. K. Temporary Compressed Air 1. The Contractor shall provide all air compressors, fuels, lubricants, hoses, piping, and other apparatus required for supplying compressed air required for the completion of their Work. 3.2 CONSTRUCTION FACILITIES A. Field Offices and Sheds 1. The Contractor shall provide office area for the Contractor's field staff on site. 2. Owner shall provide temporary warehouse and indoor storage space for use by Contractor. B. First Aid Facilities 1. Contractor shall provide their own first aid facilities and shall be responsible for any required off site medical services. C. Sanitary Facilities 1. Contractor to provide or use contracted services to provide holding tanks and port -a -lets for their own sanitary facilities. 3.3 TEMPORARY CONSTRUCTION A. Staging Areas 1. Required laydown/staging area shall be coordinated with the Owner or Owner's representative. The Contractor shall submit their plans for laydown space requirements as part of this proposal. Contractor shall also identify any Site assembly requirements and/or on -site ground fabrication areas. B. Temporary Roads 1. Contractor shall provide any temporary road required by the Contractor to perform their work not shown on the layout drawings. 3.4 CONSTRUCTION AIDS A. Temporary Cranes (when required): 1. Contractor shall prepare a rigging and lift plan for all lifts in excess of 25 tons, for lifts at or above 85% of a crane's rated capacity, and for all multiple crane lifts. B. Temporary Scaffolding, Structures, and Platforms: 1. Contractor shall provide, erect, maintain, and remove scaffolding, shoring structures and platforms required to perform their work. 2. All scaffolding, runways, and other temporary construction shall be self-supporting throughout and shall be rigidly built so as to support safely the weight of all materials, apparatus, equipment, and construction personnel to be placed thereon as required by federal, state, and local laws. 3.5 VEHICULAR ACCESS AND PARKING A. Parking Areas: 1. Site parking for Contractor's vehicles shall be coordinated with Owner or Owner's representative. 3.6 TEMPORARY BARRIERS AND ENCLOSURES 10059265 Hutchinson Utilities Commission Units 6 & 7— Foundations TEMPORARY FACILITIES AND CONTROLS 015000-3 A. Contractor to furnish as required to provide a safe work area. 3.7 CLEAN UP A. Progress Cleaning I. Throughout the performance of the work, Contractor shall clean up, remove, and dispose of all surplus materials, containers, trash, and debris from its work area. Clean-up shall be performed by Contractor on a daily basis and to the satisfaction of Owner or Owner's representative. If Contractor fails to comply with these requirements within 24 hours of written notice, Owner or Owner's representative reserves the right to have the clean-up work performed by others the total cost of which will be charged to Contractor. B. Final Cleaning I. Upon completion of the Work on the Site, Contractor shall promptly remove all construction equipment, buildings, temporary construction and tools from the Site. All final clean up of Contractor Work areas is at Contractor's expense. 2. Packing materials, crates, pallets, dunnage or other materials used in the delivery of the equipment provided under this Agreement will be removed and disposed of by Contractor unless otherwise previously arranged with the Owner for disposal. Any packing materials, crates, pallets, dunnage or other materials not to be removed and disposed of by Owner will be handled in a timely manner by Contractor. 3. Removal and disposal of all containers provided by Contractor will be handled by Contractor. END OF SECTION 10059265 Hutchinson Utilities Commission Units 6 & 7— Foundations TEMPORARY FACILITIES AND CONTROLS 015000-4 SECTION 03 09 00 CONCRETE PART 1 - GENERAL 1.1 SUMMARY A. Section Includes: 1. Cast -in -place concrete and grout. B. Related Specification Sections include but are not necessarily limited to: 1. Division 00 - Bidding Requirements, Contract Forms, and Conditions of the Contract. 2. Division 01 - General Requirements. 1.2 QUALITY ASSURANCE A. Referenced Standards: 1. American Concrete Institute (ACI): a. 117, Specification for Tolerances for Concrete Construction and Materials. b. 211.1, Standard Practice for Selecting Proportions for Normal, Heavyweight and Mass Concrete. c. 212.3R, Chemical Admixtures for Concrete. d. 304R, Guide for Measuring, Mixing, Transporting, and Placing Concrete. e. 304.2R, Placing Concrete by Pumping Methods. f. 305.1, Hot Weather Concreting. g. 306.1, Cold Weather Concreting. h. 318, Building Code Requirements for Structural Concrete. i. 347, Guide to Formwork for Concrete. j. CT-13, Concrete Terminology. 2. ASTM International (ASTM): a. A615, Standard Specification for Deformed and Plain Carbon -Steel Bars for Concrete Reinforcement. b. C31, Standard Practice for Making and Curing Concrete Test Specimens in the Field. c. C33, Standard Specification for Concrete Aggregates. d. C39, Standard Test Method for Compressive Strength of Cylindrical Concrete Specimens. e. C94/C94M, Standard Specification for Ready -Mixed Concrete. f. C138, Standard Method of Test for Density (Unit Weight), Yield, and Air Content (Gravimetric) of Concrete. g. C143, Standard Test Method for Slump of Hydraulic Cement Concrete. h. C150, Standard Specification for Portland Cement. i. C172, Standard Practice for Sampling Freshly Mixed Concrete. j. C173, Standard Test Method for Air Content of Freshly Mixed Concrete by the Volumetric Method. k. C231, Standard Test Method for Air Content of Freshly Mixed Concrete by the Pressure Method. 1. C260, Standard Specification for Air -Entraining Admixtures for Concrete. m. C289, Standard Test Method for Potential Alkali -Silica Reactivity of Aggregates (Chemical Method). n. C494, Standard Specification for Chemical Admixtures for Concrete. o. C618, Standard Specification for Coal Fly Ash and Raw or Calcined Natural Pozzolan for Use in Concrete. p. E329, Standard Specification for Agencies Engaged in Construction Inspection and/or Testing. 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations CONCRETE 030900-1 3. National Ready Mixed Concrete Association (NRMCA). B. Quality Control: 1. Concrete testing agency: a. Contractor to employ and pay for services of a testing laboratory to: 1) Perform materials evaluation. 2) Design concrete mixes. b. Concrete testing agency to meet requirements of ASTM E329. 2. Do not begin concrete production until proposed concrete mix design has been approved by Engineer. a. Approval of concrete mix design by Engineer does not relieve Contractor of his responsibility to provide concrete that meets the requirements of this Specification. 3. Adjust concrete mix designs when material characteristics, job conditions, weather, strength test results or other circumstances warrant. a. Do not use revised concrete mixes until submitted to and approved by Engineer. C. Qualifications: 1. Ready mixed concrete batch plant certified by NRMCA. 2. Formwork, shoring and reshoring for slabs and beams except where cast on ground to be designed by a Professional Engineer currently registered in the state where the Project is located. 1.3 DEFINITIONS A. Per ACI CT-13 except as modified herein: 1. Concrete Testing Agency: Testing agency employed to perform materials evaluation, design of concrete mixes or testing of concrete placed during construction. 2. Exposed concrete: Exposed to view after construction is complete. 3. Indicated: Indicated by Contract Documents. 4. Nonexposed concrete: Not exposed to view after construction is complete. 5. Required: Required by Contract Documents. 6. Specified strength: Specified compressive strength at 28 days. 1.4 SUBMITTALS A. Shop Drawings: 1. See Specification Section 0133 00 for requirements for the mechanics and administration of the submittal process. 2. Concrete mix designs proposed for use. a. Concrete mix design submittal to include the following information: 1) Sieve analysis and source of fine and coarse aggregates. 2) Test for aggregate organic impurities. 3) Test for deleterious aggregate per ASTM C289. 4) Proportioning of all materials. 5) Type of cement with mill certificate for cement. 6) Type of fly ash with certificate of conformance to specification requirements. 7) Slump. 8) Air content. 9) Brand, type, ASTM designation, and quantity of each admixture proposed for use. 10) 28-day cylinder compressive test results of trial mixes per ACI 318 and as indicated herein. 3. Reinforcing steel: a. Show grade, sizes, number, configuration, spacing, location and all fabrication and placement details. b. In sufficient detail to permit installation of reinforcing without having to make reference to Contract Drawings. c. Obtain approval of Shop Drawings by Engineer before fabrication. d. Mill certificates. 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations CONCRETE 030900-2 4. Scaled (minimum 1/8 IN per foot) drawings showing proposed locations of construction joints, control joints, expansion joints (as applicable) and joint dimensions. 5. Strength test results of in place concrete including slump, air content and concrete temperature. 6. Certifications: a. Certification of standard deviation value in psi for ready mix plant supplying the concrete. b. Certification that the material and sources submitted in the mix design will be used in the concrete for this project. 7. Test reports: a. Cement mill reports for all cement to be supplied. 1.5 DELIVERY, STORAGE, AND HANDLING A. Storage of Material: 1. Cement and pozzolan: a. Store in moistureproof, weathertight enclosures. b. Do not use if caked or lumpy. 2. Aggregate: a. Store to prevent segregation and contamination with other sizes or foreign materials. b. Obtain samples for testing from aggregates at point of hatching. c. Do not use frozen or partially frozen aggregates. d. Do not use bottom 6 IN of stockpiles in contact with ground. e. Allow sand to drain until moisture content is uniform prior to use. 3. Admixtures: a. Protect from contamination, evaporation, freezing, or damage. b. Maintain within temperature range recommended by manufacturer. c. Completely mix solutions and suspensions prior to use. 4. Reinforcing steel: Support and store all rebars above ground. B. Delivery: 1. Concrete: a. Prepare a delivery ticket for each load for ready -mixed concrete. b. Truck operator shall hand ticket to Owner's Representative at the time of delivery. c. Ticket to show: 1) Mix identification mark. 2) Quantity delivered. 3) Amount of each material in batch. 4) Outdoor temp in the shade. 5) Time at which cement was added. 6) Numerical sequence of the delivery. 7) Amount of water added. 2. Reinforcing steel: a. Ship to j obsite with attached plastic or metal tags with permanent mark numbers. b. Mark numbers to match Shop Drawing mark number. PART 2 - PRODUCTS 2.1 ACCEPTABLE MANUFACTURERS A. Subject to compliance with the Contract Documents, the following products and manufacturers are acceptable: 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations CONCRETE 030900-3 1. Bonding agent: a. Euclid Chemical Co. b. BASF Admixtures, Inc. c. L&M Construction Chemicals Inc. 2.2 MATERIALS A. Portland Cement: See Drawing 00S101. B. Fly Ash: 1. ASTM C618. Class per Drawing 00S101 2. Nonstaining. a. Hardened concrete containing fly ash to be uniform light gray color. 3. Maximum loss on ignition: 4 percent. 4. Compatible with other concrete ingredients. 5. Obtain proposed fly ash from a source approved by the State Highway Department in the state where the Project is located for use in concrete for bridges. C. Admixtures: 1. Air entraining admixtures: ASTM C260. 2. Water reducing, retarding, and accelerating admixtures: a. ASTM C494 Type A through E. b. Conform to provisions of ACI 212.3R. c. Do not use retarding or accelerating admixtures unless specifically approved in writing by Engineer and at no cost to Owner. d. Follow manufacturer's instructions. e. Use chloride free admixtures only. 3. Maximum total water soluble chloride ion content contributed from all ingredients of concrete including water, aggregates, cementitious materials and admixtures by weight percent of cement: a. 0.10 concrete 4. Do not use calcium chloride. 5. Pozzolanic admixtures: ASTM C618. 6. Provide admixtures of same type, manufacturer and quantity as used in establishing required concrete proportions in the mix design. D. Water: Potable, clean, free of oils, acids and organic matter. E. Aggregates: 1. Normal weight concrete: ASTM C33, see Drawing 00S101 and below. 2. Fine aggregate: a. Clean natural sand. b. No manufactured or artificial sand. 3. Coarse aggregate: a. Crushed rock, natural gravel, or other inert granular material. b. Maximum amount of clay or shale particles: 1 percent. F. Reinforcing Steel: 1. Reinforcing bars: ASTM A615, Grade 60. 2. Welded wire reinforcement: a. ASTM A185 or ASTM A1064. b. Minimum yield strength: 60,000 psi. G. Forms: 1. Prefabricated or job built. 2. Chamfer strips: Clear white pine, surface against concrete planed. H. Chairs, Runners, Bolsters, Spacers, and Hangers: 1. Stainless steel, epoxy coated, or plastic coated metal. a. Plastic coated: Rebar support tips in contact with the forms only. 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations CONCRETE 030900-4 L Membrane Curing Compound: 1. ASTM C309, Type I-D. 2. Resin based, dissipates upon exposure to UV light. 3. Curing compound shall not prevent bonding of any future coverings, coatings or finishes. 4. Curing compounds used in water treatment plant construction to be nontoxic and taste and odor free. Bonding Agent: 1. High solids acrylic latex base liquid for interior or exterior application as a bonding agent to improve adhesion and mechanical properties of concrete patching mortars. 2. Euclid Chemical Co. "Flex -Con." 3. BASF Admixtures, Inc. "Acryl-Set." 4. L&M Construction Chemicals "Everbond." 5. Thoro System Products "Acryl 60." K. Expansion Joint Filler: 1. Exterior: a. Asphalt expansion joint filler. b. ASTM D994. 2. Other use: a. Fiber expansion joint filler. b. ASTM D1751. 2.3 CONCRETE MIXES A. General: 1. All concrete to be ready mixed concrete conforming to ASTM C94. 2. Provide concrete of specified quality capable of being placed without segregation and, when cured, of developing all properties required. 3. All concrete to be normal weight concrete. 4. Provide pozzolan content for all cast -in -place construction. B. Strength: 1. Provide strength as specified on Drawing OOS101. C. Air Entrainment, see Drawing OOS101. 1. Air content to be measured in accordance with ASTM C231, ASTM C173, or ASTM C138. D. Slump - Per Drawing OOS 101: 1. Measured at point of discharge of the concrete into the concrete construction member. 2. Concrete of lower than minimum slump may be used provided it can be properly placed and consolidated. 3. Pumped concrete: a. Provide additional water at batch plant to allow for slump loss due to pumping. b. Provide only enough additional water so that slump of concrete at discharge end of pump hose does not exceed maximum slump specified above. 4. Determine slump per ASTM C143. E. Selection of Proportions: 1. General: a. Proportion ingredients to: 1) Produce proper workability, durability, strength, and other required properties. 2) Prevent segregation and collection of excessive free water on surface. All concrete to be normal weight. 2. Minimum cement contents and maximum water cement ratios for concrete to be respectively as follows: a. 611 Lb/CY b. w/c; see Drawing OOS101 10059265 Hutchinson Utilities Commission Units 6 & 7 - Foundations CONCRETE 030900-5 3. Fly ash: a. For cast -in -pace concrete only, a maximum of 20 percent by weight of Portland cement content per cubic yard may be replaced with fly ash at rate of 1 LB fly ash for 1 LB of cement. b. When fly ash is used, the water to cementitious materials ratio shall not exceed the maximum value specified. 4. Concrete mix proportioning methods for normal weight concrete: a. Proportion mixture to provide desired characteristics using one of methods described below: 1) Method 1 (Trial Mix): a) Per ACI 318, Chapter 5, except as modified herein. b) Air content within range specified above. c) Record and report temperature of trial mixes. d) Proportion trial mixes per ACI 211.1. 2) Method 2 (Field Experience): a) Per ACI 318, Chapter 5, except as modified herein: b) Field test records must be acceptable to Engineer to use this method. c) Test records shall represent materials, proportions and conditions similar to those specified. 5. Required average strength to exceed the specified 28-day compressive strength by the amount determined or calculated in accordance with the requirements of Chapter 5 of ACI 318 using the standard deviation of the proposed concrete production facility. F. Allowable Shrinkage: 0.048 percent per ASTM C157. PART 3 - EXECUTION 3.1 FORMING AND PLACING CONCRETE A. Formwork: 1. Contractor is responsible for design and erection of formwork. 2. Construct formwork so that concrete members and structures are of correct size, shape, alignment, elevation and position. a. Allowable tolerances: As recommended in ACI 347. 3. Chamfer strips: Place 3/4 IN chamfer strips in forms to produce 3/4 IN wide beveled edges on permanently exposed corners of members. 4. Clean and adjust forms prior to concrete placement. 5. Tighten forms to prevent mortar leakage. 6. Coat form surfaces with form release agents prior to placing reinforcing bars in forms. B. Reinforcement: 1. Position, support and secure reinforcement against displacement. 2. Locate and support with chairs, runners, bolsters, spacers and hangers, as required. 3. Set wire ties so ends do not touch forms and are directed into concrete, not toward exposed concrete surfaces. 4. All lap splice lengths: ACI 318 Class B top bar tension splices unless indicated otherwise on the Drawings. 5. Extend reinforcement to within 2 IN of concrete perimeter edges. 6. Minimum concrete protective covering for reinforcement: As shown on Drawings. 7. Do not weld reinforcing bars. 8. Welded wire reinforcement: Not used. C. Placing Concrete: 1. Place concrete in compliance with ACI 304R and ACI 304.2R. 2. Place in a continuous operation within planned joints or sections. 3. Begin placement when work of other trades affecting concrete is completed. 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations CONCRETE 030900-6 4. Place concrete by methods which prevent aggregate segregation. 5. Do not allow concrete to free fall more than 4 FT. 6. Where free fall of concrete will exceed 4 FT, place concrete by means of tremie pipe or chute. D. Consolidation: Consolidate all concrete using mechanical vibrators supplemented with hand rodding and tamping, so that concrete is worked around reinforcement and embedded items into all parts of forms. E. Protection: 1. Protect concrete from physical damage or reduced strength due to weather extremes. 2. In cold weather comply with ACI 306R except as modified herein. a. Do not place concrete on frozen ground or in contact with forms or reinforcing bars coated with frost, ice or snow. b. Minimum concrete temperature at the time of mixing: OUTDOOR TEMPERATURE CONCRETE TEMPERATURE .AT PLACEMENT (INSH........................................... AlMIXING.................................... Below 30 DegF 70 DegF Between 30-45 DegF 60 DegF Above 45 De F 50 DeorF c. Do not place heated concrete that is warmer than 80 DegF. d. If freezing temperatures are expected during curing, maintain the concrete temperature at or above 50 DegF for 7 days or 70 DegF for 3 days. e. Do not allow concrete to cool suddenly. 3. In hot weather comply with ACI 305R except as modified herein. a. At air temperature of 90 DegF and above, keep concrete as cool as possible during placement and curing. b. Do not allow concrete temperature to exceed 90 DegF at placement. c. Prevent plastic shrinkage cracking due to rapid evaporation of moisture. d. Do not place concrete when the actual or anticipated evaporation rate equals or exceeds 0.2 LBS/SF/HR as determined from ACI 305R, Figure 2.1.5. F. Curing: 1. Begin curing concrete as soon as free water has disappeared from exposed surfaces. 2. Cure concrete by use of moisture retaining cover, burlap kept continuously wet or by membrane curing compound. 3. Provide protection as required to prevent damage to concrete and to prevent moisture loss from concrete during curing period. 4. Provide curing for minimum of 7 days. 5. Form materials left in place may be considered as curing materials for surfaces in contact with the form materials except in periods of hot weather. 6. In hot weather follow curing procedures outlined in ACI 305R. 7. In cold weather follow curing procedures outlined in ACI 306R. 8. If forms are removed before 7 days have elapsed, finish curing of formed surfaces by one of above methods for the remainder of the curing period. 9. Curing vertical surfaces with a curing compound: a. Cover vertical surfaces with a minimum of two coats of the curing compound. b. Allow the preceding coat to completely dry prior to applying the next coat. c. Apply the first coat of curing compound immediately after form removal. d. Vertical surface at the time of receiving the first coat shall be damp with no free water on the surface. e. A vertical surface is defined as any surface steeper than 1 vertical to 4 horizontal. 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations CONCRETE 030900-7 3.2 CONCRETE FINISHES A. Tolerances: Refer to drawings for surface tolerances. B. Surfaces Exposed to View: 1. Provide a smooth finish (trawler) exposed concrete surfaces and surfaces that are: a. To be covered with a coating or covering material applied directly to concrete. b. Scheduled for grout cleaned finish. 2. Remove fins and projections, and patch voids, air pockets, and honeycomb areas with cement grout. 3. Fill tie holes with nonshrink, nonmetallic grout. C. Surfaces Not Exposed to View: 1. Patch voids, air pockets and honeycomb areas with cement grout. 2. Fill tie holes with nonshrink, nonmetallic grout. 3.3 FIELD QUALITY CONTROL A. Owner will employ and pay for services of a concrete testing laboratory to perform testing of concrete placed during construction. 1. Contractor to cooperate with Owner in obtaining and testing samples. B. Tests During Construction: 1. Strength test - procedure: a. Three cylinders, 6 IN DIA x 12 IN high, will be taken from each sample per ASTM C172 and ASTM C31. b. Cylinders will be tested per ASTM C39: 1) One (1) at seven (7) days. 2) Two (2) at 28 days. 2. Strength test - frequency: a. Not less than one test each day concrete placed. b. Not less than one test for each 50 CY or major fraction thereof placed in one day. c. Not less than one test for each type of concrete poured. d. Not less than one test for each concrete structure exceeding 2 CY volume. 3. Slump test: a. Per ASTM C143. b. Determined for each strength test sample. c. Additional slump tests may be taken. 4. Air content: a. Per ASTM C231, ASTM C173, and ASTM C138. b. Determined for each strength test sample. 5. Temperature: Determined for each strength test sample. C. Evaluation of Tests: 1. Strength test results: a. Average of 28-day strength of two cylinders from each sample. 1) If one cylinder manifests evidence of improper sampling, molding, handling, curing or testing, strength of remaining cylinder will be test result. 2) If both cylinders show any of above defects, test will be discarded. D. Acceptance of Concrete: 1. Strength level of each type of concrete shall be considered satisfactory if both of the following requirements are met: a. Average of all sets of three consecutive strength tests equals or exceeds the required specified 28-day compressive strength. b. No individual strength test falls below the required specified 28-day compressive strength by more than 500 psi. 2. If tests fail to indicate satisfactory strength level, perform additional tests and/or corrective measures as directed by Engineer. 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations CONCRETE 030900-8 a. Perform additional tests and/or corrective measures at no additional cost to Owner. E. Concrete tolerances per ACI 117. 10059265 Hutchinson Utilities Commission Units 6 & 7 — Foundations CONCRETE 030900-9 Contract Drawings For Hutchinson Utilities Commission HUC Plant 1 Unit 6 & 7 Foundations Project No. 10059265 Hutchinson, Minnesota January 02, 2018 SITE LOCATION: 44 4TH AVENUE NE HU _............. .... 02 INDEX OF DRAWINGS GENERAL OOG000 COVER SHEET DEMOLITION 0OX101 FOUNDATION DEMOLITION PLAN 0OX201 DEMOLITION CROSSSECTION 00X202 DEMOLITION CROSSSECTION 0OX402 GRATING DEMOLITION PLAN AT OPERATING FLOOR STRUCTURAL OOS101 FOUNDATIONPLAN OOS201 FOUNDATIONCROSSSECTION OOS202 FOUNDATI ONCROSSSECTION OOS401 FOUNDATI ONDETN LSENGINE# OOS402 OOS501 FOUNDATI ONDETALSENGINE#7 SECTIONSANDDETALS-SHEEr1 REFERENCE DRAWINGS CATERPILLAR: K330-G130-GA03-60_01 SHEETS 1 & 20F 2 FOUNDATION DEMOLITION PLAN AT OPERATING FLOOR LEVEL TCTURAL HUTCHINSONU711-171ES FOUNDA17U 0RDEMOI-171ON PLAN COMMISSION ES UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN . . . HUTCHINSON UTILITIES DEMOLITION STRUCROSS 'SECTION COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN SECTION - UNIT 6 HUTCHINSON U-111-11ES COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN STRUCTURAL DEMOLITION CROSS SECTION HUTCHINSON UTILITIES COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN STRUCTURAL GRATING DEMOLITION PLAN AT OPERATING FLOOR T -Li-- Z SUR F= �F TZF� FOUNDATION PLAN AT ELEVATION 92'-F� STRUCTURAL HUTCHINSON UTILITIES FOUNDATION PLAN COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN HUTCHINSON UTILITIES I OU N DAITRNU CC TRUOPSAS'SECTION COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN SECTION - UNIT 6 HUTCHINSON UTILITIES FOUNDAITRYSTRUORSAS SECTION COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN 1777-7777-77-1 ENGINE #6 REINFORCING PLAN ENGINE;6 FOUNDATION DETAIL STRUCTURAL HUTCHINSON UTILITIES FOUNDATION DETAILS COMMISSION ENGINE #6 xEE UNITS 6 & 7 ENGINE/GENERATOR F OU NDATIONDESIGN ENGINE47 REINFORCING PLAN - - - - - - - - - - - - ENGINE47 FOUNDATION DETAIL STRUCTURAL HUTCHINSON UTILITIES FOUNDATION DETAILS COMMISSION ENGINE #7 EE UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN ENGINE REINFORCING DETAIL ! 7ENGINE#7 REINFORCING DETAIL 7 HUTCHINSON UTILITIES SECTIONS AND DETAILS - SHEET I COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN STRUCTURAL UNITS .j — --- --- --- -- --- --- --- --- ---- I - -- --- T T I - --- --- I T I --- ---- --- --- ---- --- - - - - - - - - - - - F - - - - - - - - - - - - - - - - --- ---- -- --- --- - - -- -- ---- --- --- - - -- --- --- -- - --- --- -- ---- ---- - --- --- --- --- ---- -- MR-7 W-1 - - -- --- --- --- --- -- - Ale F �111-1- A ��P B ---------------- ----- 4 1 A A -A B-B A -A SCHE—C SKETCH TOLERANCE SCHEWTC SKETCH TOLERANCE SCHEWTC SKETCH TOLERANCE F ERTICAL LOCATON OF IT o REDIRTAL OFANELESS TOLERANCES OF CONCRETE AREADO SPENCELEMENTS FOR ONE SPRING ELEMENTS NOT TO SCALE NOT TO SCALE NOT TO SCALE UNIT ZL FIWI H,tRh,,,,, U�!�H- Ht 1 Hu F J, 31,1111 1%ff.A7,1011 330-C-130-GA03-60 01 T _ ii _ - — - _ A -A B-B A -A SCHE.,c SKETCH TOLERANCE SCHEWTC SOFF CHTOLERANCE SCHEWTC SKETCH TOLERANCE ERFIINAL LOCATION OF HORIZONTAL PLANELESS TOLERANCES OF CONCRETE 0 AREA FOR SPRNG ELEMENTS FORONE S PRING ELEMENTS NOT TO SCALE ®n�nw�n rrevu+ns NOT TO SCALE NOT TO SCALE UNIT 7 Contract Drawings For Hutchinson Utilities Commission HUC Plant 1 Unit 6 & 7 Foundations Project No. 10059265 Hutchinson, Minnesota January 02, 2018 SITE LOCATION: 44 4TH AVENUE NE HU _............. .... 02 INDEX OF DRAWINGS GENERAL OOG000 COVER SHEET DEMOLITION 0OX101 FOUNDATION DEMOLITION PLAN 0OX201 DEMOLITION CROSSSECTION 00X202 DEMOLITION CROSSSECTION 0OX402 GRATING DEMOLITION PLAN AT OPERATING FLOOR STRUCTURAL OOS101 FOUNDATIONPLAN OOS201 FOUNDATIONCROSSSECTION OOS202 FOUNDATI ONCROSSSECTION OOS401 FOUNDATI ONDETN LSENGINE# OOS402 OOS501 FOUNDATI ONDETALSENGINE#7 SECTIONSANDDETALS-SHEEr1 REFERENCE DRAWINGS CATERPILLAR: K330-G130-GA03-60_01 SHEETS 1 & 20F 2 FOUNDATION DEMOLITION PLAN AT OPERATING FLOOR LEVEL TCTURAL HUTCHINSONU711-171ES FOUNDA17U 0RDEMOI-171ON PLAN COMMISSION ES UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN . . . HUTCHINSON UTILITIES DEMOLITION STRUCROSS 'SECTION COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN SECTION - UNIT 6 HUTCHINSON U-111-11ES COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN STRUCTURAL DEMOLITION CROSS SECTION HUTCHINSON UTILITIES COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN STRUCTURAL GRATING DEMOLITION PLAN AT OPERATING FLOOR T -Li-- Z SUR F= �F TZF� FOUNDATION PLAN AT ELEVATION 92'-F� STRUCTURAL HUTCHINSON UTILITIES FOUNDATION PLAN COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN HUTCHINSON UTILITIES I OU N DAITRNU CC TRUOPSAS'SECTION COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN SECTION - UNIT 6 HUTCHINSON UTILITIES FOUNDAITRYSTRUORSAS SECTION COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN 1777-7777-77-1 ENGINE #6 REINFORCING PLAN ENGINE;6 FOUNDATION DETAIL STRUCTURAL HUTCHINSON UTILITIES FOUNDATION DETAILS COMMISSION ENGINE #6 xEE UNITS 6 & 7 ENGINE/GENERATOR F OU NDATIONDESIGN ENGINE47 REINFORCING PLAN - - - - - - - - - - - - ENGINE47 FOUNDATION DETAIL STRUCTURAL HUTCHINSON UTILITIES FOUNDATION DETAILS COMMISSION ENGINE #7 EE UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN ENGINE REINFORCING DETAIL ! 7ENGINE#7 REINFORCING DETAIL 7 HUTCHINSON UTILITIES SECTIONS AND DETAILS - SHEET I COMMISSION UNITS 6 & 7 ENGINE/GENERATOR FOUNDATION DESIGN STRUCTURAL UNITS .j — --- --- --- -- --- --- --- --- ---- I - -- --- T T I - --- --- I T I --- ---- --- --- ---- --- - - - - - - - - - - - F - - - - - - - - - - - - - - - - --- ---- -- --- --- - - -- -- ---- --- --- - - -- --- --- -- - --- --- -- ---- ---- - --- --- --- --- ---- -- MR-7 W-1 - - -- --- --- --- --- -- - Ale F �111-1- A ��P B ---------------- ----- 4 1 A A -A B-B A -A SCHE—C SKETCH TOLERANCE SCHEWTC SKETCH TOLERANCE SCHEWTC SKETCH TOLERANCE F ERTICAL LOCATON OF IT o REDIRTAL OFANELESS TOLERANCES OF CONCRETE AREADO SPENCELEMENTS FOR ONE SPRING ELEMENTS NOT TO SCALE NOT TO SCALE NOT TO SCALE UNIT ZL FIWI H,tRh,,,,, U�!�H- Ht 1 Hu F J, 31,1111 1%ff.A7,1011 330-C-130-GA03-60 01 T _ ii _ - — - _ A -A B-B A -A SCHE.,c SKETCH TOLERANCE SCHEWTC SOFF CHTOLERANCE SCHEWTC SKETCH TOLERANCE ERFIINAL LOCATION OF HORIZONTAL PLANELESS TOLERANCES OF CONCRETE 0 AREA FOR SPRNG ELEMENTS FORONE S PRING ELEMENTS NOT TO SCALE ®n�nw�n rrevu+ns NOT TO SCALE NOT TO SCALE UNIT 7 HUTCHINSON UTILITIES COMMISSION���� Board Action Form �'Ylkll'M1'k� Agenda Item: Approve HDR Engineering Agreement Presenter: Jeremy Carter Agenda Item Type: Time Requested (Minutes): 5 New Business Attachments: Yes BACKGROUND/EXPLANATION OF AGENDA ITEM: In anticipation of adding new units 6 & 7 this year the cooling water system needs to be redesigned and updated to meet the future capacity needs within the downtown plant. Cooling water system updates have been a part of management discussions and on the radar of HUC's on -going capital improvement projects for several years. However, with the upcoming addition of two larger generating units the timing to make the modifications is now. In order to go out for future public bids on this project, HUC needs to hire an engineering firm to design the specifications and to ensure proper functionality of the system once it is complete. Because HDR is currently the engineering firm charged with the overall generation project and has worked with HUC over the years within the facility HDR is best positioned to provide these services. Please find attached an engineering agreement prepared by HDR to provide the services outlined in the agreement. Staff is recommending entering into this agreement to begin the first phase of updating and modifying the cooling water system. This project was a planned project as a result of the acquisition of the new units 6 & 7. BOARD ACTION REQUESTED: Approve Engineering Agreement Fiscal Impact: $68,900 Included in current budget: Yes Budget Change: PROJECT SECTION: Total Project Cost: Remaining Cost: November 27, 2017 Mr. Randy Blake Hutchinson Utilities Commission 225 Michigan Street SE Hutchinson, MN 55350 Re: Engineering Support Services: Cooling Water System for Future Generating Unit Additions Dear Mr. Blake: HDR Engineering, Inc. (HDR) is pleased to provide this proposal for engineering services to Hutchinson Utilities Commission (HUC). IIII:::) lir oJ e c t U in d e liir S t a in d !I! in HUC is currently proposing to add approximately 19 MW of additional electric generation to its Plant 1 generating station. Two Internal Combustion (IC) Engine Generator units (No. 6 and 7) similar to Unit 5 (Wartsila-9.4 MW), installed in 2012, are anticipated. HUC requires the services of an engineering firm to provide analysis and design of the needed system upgrades for the current cooling systems at Plant 1. This would include, but not be limited to, possible cooling water piping system modifications, cooling water pump modifications, cooling tower modifications, preparation of construction bidding documents for modifications and periodic assistance during construction. The HUC will provide construction management, contract administration, and general construction oversight services for the proposed project. lr III Scope Engineering services for the cooling water system modifications are expected to include the following: in elptuiuu ll IIG;)e iigin/III°°Ievii iit IIG;)e iiglr uiuuurnptii n • Upon notice to proceed (NTP), arrange and attend a kickoff meeting in Hutchinson, for the review of and determination of design criteria for the cooling water system (Assumed 3 HDR staff in attendance). — Confirm anticipated plant operation criteria. — Review and confirm cooling system demand and capacity with cooling demand of Engine Generator (EG) Sets (No. 6 and 7) in consideration of anticipated Plant 1 operations. — Review cooling tower performance with HUC and solicit potential options to increase cooling tower performance from cooling tower manufacturer. h rili na. of i 701 Xenia Ave;nu.ae; Smith , Su.Ate; 600, Minneapolis, IMIN — Collect and collate necessary documents (drawings and existing plant information) from HUC to assist in design and construction document preparation. • Use information from selected EG vendor for units 6 & 7 to update existing flow models. • Develop and review with the HUC and Plant operations personnel, a Design Basis (DB) document for necessary cooling system upgrades required for anticipated operation. • Develop preliminary (draft) plans for the construction of the recommended modifications. IDeiiveiralbie • Meeting memoranda documenting the discussions, observations, and actions to be taken as a result of the kick-off meeting. • Preparation of a Design Basis document for the recommended system modifications • Cooling water system modifications Technical Memorandum — to include the following primary information: — Upgrades (if any) for pumps serving EG sets 3 & 4. — Cooling Tower Assumed Performance — Results of Flow Modeling — Plant Equipment Cooling Water System Demands — Anticipated piping upgrades • Prepare preliminary (draft) plans, in 2D, for system modifications. — Review with Plant operations. IG;)e iign IIG;) cwlnent • Building on the preliminary plans prepare final Issue for Bidding and Construction (IFB & IFC) drawings and specifications Modifications are expected to include: — New cooling water supply and return and piping to and from cooling tower outside the building ■ Pipe routing and civil works ■ Exterior surface and subsurface requirements — Piping interconnects inside the building ■ Routing and building penetrations ■ Demolition — Cooling tower upgrades (if required) — Electrical upgrades (if required) — P & ID Updates — Pump replacement requirement (if so determined) for pumps serving EG sets 3 & 4. • Respond to questions received from potential contractors and issue clarifications as required during bidding. • Assist HUC in bid evaluations for the construction bids and provide recommendations. 2 INNIUMMIM • IFB & IFC documents for Bidding, Construction and administration by the HUC for the cooling water system modifications. • Responses to Requests for Information and technical clarifications. • Bid evaluations and recommendations. • If pump replacement is determined for Pumps serving EG sets (Unit 3 & 4) HDR will provide specification/data sheets for replacement pump to be included in construction package or for HUC to procure separately. Coin st rutii oin I11:::)1he • HDR understands that HUC intends to act as construction manager for the modification of cooling water system. HDR will address questions from the contactors, review submittals required by the design documents and issue required field changes. • HDR anticipates that activities will include two (2) review meetings during the construction phase of the project. (Assumed 1-2 HDR staff in attendance as needed) • Preparation of "As Recorded" drawings based on contractor provided mark-ups of field drawing set. Dell iiveiralblles • Meeting memoranda documenting the discussions, observations, and actions to be taken as a result of the on -site meetings • Responses to requests for information as required during construction • Review submittals from selected Contractor • Preparation of "As -Recorded" record drawings as provided by contractor "red line" markups I11K e y U in d e iiirs t a in d !I! in g s • HUC will provide data sheets of existing equipment connected to the cooling water system. Existing equipment to include but not limited to pumps, EG's, towers, generator coolers, steam condenser, and lube oil coolers. o In the absence of data sheets HDR will utilize values for flow(s) and temperature(s) agreed upon with HUC to perform analysis. • Drawings will be produced in AUTOCAD format. • Documents will be submitted to HUC and prospective Bidders and Contractors in electronic (pdf) format. • HDR expects future demands to include cooling water required for Unit #6 and Unit #7, which will be similar or equivalent to Unit #5 cooling water demands. 3 o HDR will confirm design flow rate to be used for analysis with HUC and selected equipment supplier for the units. irn Ilp e in s a -It iii o in HDR has estimated the costs of the work on this project as $67,800 including estimated expenses of $1,100.00 and will be performed on a time and material basis; the estimated cost will not be exceeded without prior approval from HUC. Reimbursable costs (Expenses) will be invoiced at cost. Estimated cost includes nominal printing, phone, travel, computer modeling, and technology charges and are invoiced at cost. HDR will invoice monthly based on work progress. Our estimated costs are based upon our understanding of the scope of work and assumptions listed. Should the scope of work be modified, it may be necessary to review scope changes and our cost estimate. If our understanding is incorrect, we will be glad to correct the scope and modify our estimate. 1111 e d u III e / III iii III e s'-1 o in e 111) a -11 e s HDR is prepared to begin work immediately upon our receipt of Notice to Proceed from HUC. This work will be completed in 2017 with project milestone dates to be determined upon award in cooperation with HUC. I e Iir irn s a in d C o in d III "It III o in s HDR proposes to perform the services described above under the terms of HDR's sample Agreement and standard Terms and Conditions, which are attached for your review. We appreciate the opportunity to present our proposal to Hutchinson Utilities Commission. If you have any questions or comments on this proposal, please contact me at 763.591.5471 or email to ibooty hdrinc.com. Sincerely, HDR Engineering, Inc. ames W. Booty, PE Senior Project Manager CC: M. Kirk Dunbar 4 HDR Engineering, Inc. Terms and Conditions for Professional Services STANDARD OF PERFORMANCE The standard of care for all professional engineering, consulting and related services performed or furnished by ENGINEER and its employees under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under the same or similar circumstances at the same time and in the same locality. ENGINEER makes no warranties, express or implied, under this Agreement or otherwise, in connection with ENGINEER's services. 2. INSURANCE/INDEMNITY ENGINEER agrees to procure and maintain, at its expense, Workers' Compensation insurance as required by statute; Employer's Liability of $250,000; Automobile Liability insurance of $1,500,000 combined single limit for bodily injury and property damage covering all vehicles, including hired vehicles, owned and non -owned vehicles; Commercial General Liability insurance of $1,500,000 combined single limit for personal injury and property damage; and Professional Liability insurance of $1,500,000 per claim for protection against claims arising out of the performance of services under this Agreement caused by negligent acts, errors, or omissions for which ENGINEER is legally liable. OWNER shall be made an additional insured on Commercial General and Automobile Liability insurance policies and certificates of insurance will be furnished to the OWNER. ENGINEER agrees to indemnify OWNER for third party personal injury and property damage claims to the extent caused by ENGINEER's negligent acts, errors or omissions. However, neither Party to this Agreement shall be liable to the other Party for any special, incidental, indirect, or consequential damages (including but not limited to loss of profits or revenue; loss of use or opportunity; loss of good will; cost of substitute facilities, goods, or services; and/or cost of capital) arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to any such damages caused by the negligence, errors or omissions, strict liability or breach of contract. 3. OPINIONS OF PROBABLE COST (COST ESTIMATES) Any opinions of probable project cost or probable construction cost provided by ENGINEER are made on the basis of information available to ENGINEER and on the basis of ENGINEER's experience and qualifications, and represents its judgment as an experienced and qualified professional engineer. However, since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, ENGINEER does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost ENGINEER prepares. 4. CONSTRUCTION PROCEDURES ENGINEER's observation or monitoring portions of the work performed under construction contracts shall not relieve the contractor from its responsibility for performing work in accordance with applicable contract documents. ENGINEER shall not control or have charge of, and shall not be responsible for, construction means, methods, techniques, sequences, procedures of construction, health or safety programs or precautions connected with the work and shall not manage, supervise, control or have charge of construction. ENGINEER shall not be responsible for the acts or omissions of the contractor or other parties on the project. ENGINEER shall be entitled to review all construction contract documents and to require that no provisions extend the duties or liabilities of ENGINEER beyond those set forth in this Agreement. OWNER agrees to include ENGINEER as an indemnified party in OWNER's construction contracts for the work, which shall protect ENGINEER to the same degree as OWNER. Further, OWNER agrees that ENGINEER shall be listed as an additional insured under the construction contractor's liability insurance policies. 5. CONTROLLING LAW This Agreement is to be governed by the law of the state where ENGINEER's services are performed. 6. SERVICES AND INFORMATION OWNER will provide all criteria and information pertaining to OWNER's requirements for the project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. OWNER will also provide copies of any OWNER -furnished Standard Details, Standard Specifications, or Standard Bidding Documents which are to be incorporated into the project. OWNER will furnish the services of soils/geotechnical engineers or other consultants that include reports and appropriate professional recommendations when such services are deemed necessary by ENGINEER. The OWNER agrees to bear full responsibility for the technical accuracy and content of OWNER -furnished documents and services. In performing professional engineering and related services hereunder, it is understood by OWNER that ENGINEER is not engaged in rendering any type of legal, insurance or accounting services, opinions or advice. Further, it is the OWNER's sole responsibility to obtain the advice of an attorney, insurance counselor or accountant to protect the OWNER's legal and financial interests. To that end, the OWNER agrees that OWNER or the OWNER's representative will examine all studies, reports, sketches, drawings, specifications, proposals and other documents, opinions or advice prepared or provided by ENGINEER, and will obtain the advice of an attorney, insurance counselor or other consultant as the OWNER deems necessary to protect the OWNER's interests before OWNER takes action or forebears to take action based upon or relying upon the services provided by ENGINEER. SUCCESSORS, ASSIGNS AND BENEFICIARIES OWNER and ENGINEER, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the covenants of this Agreement. Neither OWNER nor ENGINEER will assign, sublet, or transfer any interest in this Agreement or claims arising therefrom without the written consent of the other. No third party beneficiaries are intended under this Agreement. 8. RE -USE OF DOCUMENTS All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by ENGINEER pursuant to this Agreement, are instruments of service with respect to the project. ENGINEER retains ownership of all such documents. OWNER may retain copies of the documents for its information and reference in connection with the project; however, none of the documents are intended or represented to be suitable for reuse by OWNER or others on extensions of the project or on any other project. Any reuse without written verification or adaptation by ENGINEER for the specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, and OWNER will defend, indemnify and hold harmless ENGINEER from all claims, damages, losses and expenses, including attorney's fees, arising or resulting therefrom. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. TERMINATION OF AGREEMENT OWNER or ENGINEER may terminate the Agreement, in whole or in part, by giving seven (7) days written notice to the other party. Where the method of payment is "lump sum," or cost reimbursement, the final invoice will include all services and expenses associated with the project up to the effective date of termination. An equitable adjustment shall also be made to provide for termination settlement costs ENGINEER incurs as a result of commitments that had become firm before termination, and for a reasonable profit for services performed. 10. SEVERABILITY If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term or condition shall not be construed by the other party as a waiver of any subsequent breach of the same provision, term or condition. 11. INVOICES ENGINEER will submit monthly invoices for services rendered and OWNER will make payments to ENGINEER within thirty (30) days of OWNER's receipt of ENGINEER's invoice. (9/2016) ENGINEER will retain receipts for reimbursable expenses in general accordance with Internal Revenue Service rules pertaining to the support of expenditures for income tax purposes. Receipts will be available for inspection by OWNER's auditors upon request. If OWNER disputes any items in ENGINEER' invoice for any reason, including the lack of supporting documentation, OWNER may temporarily delete the disputed item and pay the remaining amount of the invoice. OWNER will promptly notify ENGINEER of the dispute and request clarification and/or correction. After any dispute has been settled, ENGINEER will include the disputed item on a subsequent, regularly scheduled invoice, or on a special invoice for the disputed item only. OWNER recognizes that late payment of invoices results in extra expenses for ENGINEER. ENGINEER retains the right to assess OWNER interest at the rate of one percent (1%) per month, but not to exceed the maximum rate allowed by law, on invoices which are not paid within thirty (30) days from the date OWNER receives ENGINEER's invoice. In the event undisputed portions of ENGINEER's invoices are not paid when due, ENGINEER also reserves the right, after seven (7) days prior written notice, to suspend the performance of its services under this Agreement until all past due amounts have been paid in full. 12.CHANGES The parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or effect unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change shall be authorized and signed in the same manner as this Agreement. Adjustments in the period of services and in compensation shall be in accordance with applicable paragraphs and sections of this Agreement. Any proposed fees by ENGINEER are estimates to perform the services required to complete the project as ENGINEER understands it to be defined. For those projects involving conceptual or process development services, activities often are not fully definable in the initial planning. In any event, as the project progresses, the facts developed may dictate a change in the services to be performed, which may alter the scope. ENGINEER will inform OWNER of such situations so that changes in scope and adjustments to the time of performance and compensation can be made as required. If such change, additional services, or suspension of services results in an increase or decrease in the cost of or time required for performance of the services, an equitable adjustment shall be made, and the Agreement modified accordingly. 13. CONTROLLING AGREEMENT These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice -to -proceed, or like document. 14. EQUAL EMPLOYMENT AND NONDISCRIMINATION In connection with the services under this Agreement, ENGINEER agrees to comply with the applicable provisions of federal and state Equal Employment Opportunity for individuals based on color, religion, sex, or national origin, or disabled veteran, recently separated veteran, other protected veteran and armed forces service medal veteran status, disabilities under provisions of executive order 11246, and other employment, statutes and regulations, as stated in Title 41 Part 60 of the Code of Federal Regulations § 60-1.4 (a-f), § 60-300.5 (a-e), § 60-741 (a-e). 15. HAZARDOUS MATERIALS OWNER represents to ENGINEER that, to the best of its knowledge, no hazardous materials are present at the project site. However, in the event hazardous materials are known to be present, OWNER represents that to the best of its knowledge it has disclosed to ENGINEER the existence of all such hazardous materials, including but not limited to asbestos, PCB's, petroleum, hazardous waste, or radioactive material located at or near the project site, including type, quantity and location of such hazardous materials. It is acknowledged by both parties that ENGINEER's scope of services do not include services related in any way to hazardous materials. In the event ENGINEER or any other party encounters undisclosed hazardous materials, ENGINEER shall have the obligation to notify OWNER and, to the extent required by law or regulation, the appropriate governmental officials, and ENGINEER may, at its option and without liability for delay, consequential or any other damages to OWNER, suspend performance of services on that portion of the project affected by hazardous materials until OWNER: (i) retains appropriate specialist consultant(s) or Terms & Conditions for Professional Services 2 contractor(s) to identify and, as appropriate, abate, remediate, or remove the hazardous materials; and (ii) warrants that the project site is in full compliance with all applicable laws and regulations. OWNER acknowledges that ENGINEER is performing professional services for OWNER and that ENGINEER is not and shall not be required to become an "arranger," "operator," "generator," or "transporter" of hazardous materials, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be encountered at or near the project site in connection with ENGINEER's services under this Agreement. If ENGINEER's services hereunder cannot be performed because of the existence of hazardous materials, ENGINEER shall be entitled to terminate this Agreement for cause on 30 days written notice. To the fullest extent permitted by law, OWNER shall indemnify and hold harmless ENGINEER, its officers, directors, partners, employees, and subconsultants from and against all 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) caused by, arising out of or resulting from hazardous materials, provided that (i) any such cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or injury to or destruction of tangible property (other than completed Work), including the loss of use resulting therefrom, and (ii) nothing in this paragraph shall obligate OWNER to indemnify any individual or entity from and against the consequences of that individual's or entity's sole negligence or willful misconduct. 16. EXECUTION This Agreement, including the exhibits and schedules made part hereof, constitute the entire Agreement between ENGINEER and OWNER, supersedes and controls over all prior written or oral understandings. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by the parties. 17. ALLOCATION OF RISK OWNER AND ENGINEER HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING ENGINEER'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE RISKS, SO, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ENGINEER (AND ITS RELATED CORPORATIONS, SUBCONSULTANTS AND EMPLOYEES) TO OWNER AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE LESSER OF $100,000.00 OR ITS FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF ENGINEER'S SERVICES OR THIS AGREEMENT REGARDLESS OF CAUSE(S) OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER ENGINEER'S COMMERCIAL GENERAL LIABILITY INSURANCE POLICY. 18. LITIGATION SUPPORT In the event ENGINEER is required to respond to a subpoena, government inquiry or other legal process related to the services in connection with a legal or dispute resolution proceeding to which ENGINEER is not a party, OWNER shall reimburse ENGINEER for reasonable costs in responding and compensate ENGINEER at its then standard rates for reasonable time incurred in gathering information and documents and attending depositions, hearings, and trial. 19. NO THIRD PARTY BENEFICIARIES No third party beneficiaries are intended under this Agreement. 20. UTILITY LOCATION If underground sampling/testing is to be performed, a local utility locating service shall be contacted to make arrangements for all utilities to determine the location of underground utilities. In addition, OWNER shall notify ENGINEER of the presence and location of any underground utilities located on the OWNER's property which are not the responsibility of private/public utilities. ENGINEER shall take reasonable precautions to avoid damaging underground utilities that are properly marked. The OWNER agrees to waive any claim against ENGINEER and will indemnify and hold ENGINEER harmless from any claim of liability, injury or loss caused by or allegedly caused by ENGINEER's damaging of underground utilities that are not properly marked or are not called to ENGINEER's attention prior to beginning the underground sampling/testing. (9/2016) AGREEMENT BETWEEN OWNER AND HDR ENGINEERING, INC. FOR PROFESSIONAL SERVICES AGREEMENT NUMBER THIS AGREEMENT is made as of this day of , 2017, between ("OWNER") a corporation, with principal offices HDR ENGINEERING, INC., ("ENGINEER") a Nebraska corporation, with principal offices at 8404 Indian Hills Drive, Omaha, Nebraska, 68114 for services in connection with the project known as Cooling Water System Modifications ("Project"); WHEREAS, OWNER desires to engage ENGINEER to provide professional engineering, consulting and related services ("Services") in connection with the Project; and WHEREAS, ENGINEER desires to render these Services as described in SECTION I, Scope of Services. NOW, THEREFORE, OWNER and ENGINEER in consideration of the mutual covenants contained herein, agree as follows: SECTION I. SCOPE OF SERVICES ENGINEER will provide Services for the Project, which consist of the Scope of Services as outlined on the attached Exhibit A. SECTION II. TERMS AND CONDITIONS OF ENGINEERING SERVICES The "HDR Engineering, Inc. Terms and Conditions for Professional Services," which are attached hereto in Exhibit B, are incorporated into this Agreement by this reference as if fully set forth herein. SECTION III. RESPONSIBILITIES OF OWNER The OWNER shall provide the information set forth in paragraph 6 of the attached "HDR Engineering, Inc. Terms and Conditions for Professional Services." SECTION IV. COMPENSATION Compensation for ENGINEER'S services under this Agreement shall be on the basis Payroll Costs times a Factor of 2.35 for the services of ENGINEER'S personnel engaged on the Project, Plus Reimbursable Expenses. The amount of any sales tax, excise tax, value added tax (VAT), or gross receipts tax that may be imposed on this Agreement shall be added to the ENGINEER'S compensation as Reimbursable Expenses. Compensation terms are defined as follows: Payroll Cost shall mean salaries and wages, (basic and overtime) paid to all personnel engaged directly on the Project, plus the cost of customary and statutory benefits including, but not limited to, social security contributions, unemployment, excise and payroll taxes, worker's compensation, health and retirement benefits, sick leave, and vacation and holiday pay applicable thereto. For this Agreement, the amount of customary and statutory benefits of all personnel will be considered equal to thirty-five percent (35%) of salaries and wages. Reimbursable Expense shall mean the actual expenses incurred directly or indirectly in connection with the Project for transportation travel, subconsultants, subcontractors, technology charges, telephone, telex, shipping and express, and other incurred expense. ENGINEER will add ten percent (10%) to invoices received by ENGINEER from subconsultants and subcontractors to cover administrative expenses and vicarious liability. SECTION V. PERIOD OF SERVICE Upon receipt of written authorization to proceed, ENGINEER shall perform the services In Exhibit A within a time to be determined. Unless otherwise stated in this Agreement, the rates of compensation for ENGINEER'S services have been agreed to in anticipation of the orderly and continuous progress of the project through completion. If any specified dates for the completion of ENGINEER'S services are exceeded through no fault of the ENGINEER, the time for performance of those services shall be automatically extended for a period which may be reasonably required for their completion and all rates, measures and amounts of ENGINEER'S compensation shall be equitably adjusted. SECTION VI. SPECIAL PROVISIONS IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. "OWNER" BY: NAME: TITLE: ADDRESS: "OWNER" BY: NAME: TITLE: ADDRESS: HDR ENGINEERING, INC. "ENGINEER" BY: NAME: TITLE: ADDRESS: