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HomeMy Public PortalAboutWW Treatment Plant Line Extension • CONTRACT DOCUMENTS for 1 Wastewater Treatment Plant — Effluent Line Extension 1 for 1 ' City of Tybee Island, Georgia • Prepared by HGBD • Hussey, Gay, Bell & De Young, inc. Consulting Engineers Savannah, Georgia _ _ BRW CONSTRUCTION GROUP, LLC Tel: 912 - 236 -8107 P.O. Box 1806 Fax: 912 - 236 -8103 Savannah, Ga. 31402 August 4, 2009 Inman Beasley, Construction Coordinator Hussey, Guy, Bell & DeYoung Engineers P. 0. Box 14247 Savannah, GA 31416 RE: Tybee Piling at Effluent Piping Inman, We are pleased to offer the following price for the referenced project. The price includes labor, equipment and material to install (2) each wood piling with signage per plans furnished by • HGB &D. All work will be completed from barge as tide permits. PRICE $6,800.00 Please contact us if you have any questions or require any additional information. Respectfully submitted, BRW CONSTRUCTION GROUP, LLC Robert K. Beck President CONTRACT FORM THIS AGREEMENT made the / 041 day of D C C in the year Two Thousand Nine by and between BRW Construction Group, LLC hereinafter called the Contractor and City of Tybee Island, Georgia hereinafter called the Owner. WITNESSETH, that the Contractor and the Owner for the consideration hereinafter named agree as follows: ARTICLE 1. The Contractor agrees to provide all the materials, equipment and labor necessary for the complete construction of all the work shown on the Drawings and described in the Specifications prepared by Hussey, Gay, Bell & DeYoung, Inc., for Wastewater Treatment Plant — Effluent Line Extension and to do everything required by the Specifications and Drawings. ARTICLE 2. The Contractor agrees that the work contemplated by the Contract shall be entirely completed on or before 30 calendar days after Notice to Proceed. ARTICLE 3. The Owner agrees to pay the Contractor in current funds for the performance of this Contract the sum of Six Thousand Eight Hundred and no /100 Dollars ($6,800.00) subject to additions and deductions as provided for in the Specifications and to make payments on account of the Contract as provided for in the Specifications, except as hereinafter stated: None ARTICLE 4. The contractor and Owner agree that the Specifications and the Plans, and all Addenda thereto together with this Agreement, form the Contract and that such Specifications and Drawings are as fully a part of the Contract as if attached or herein repeated. The Contractor and the Owner agree that the following is a complete list of the Drawings and the Specifications: Contract Form 1 Drawing Sheet No. 01 of 01 dated October, 2009 The Contractor and the Owner for themselves, their successors, executors, administrators and assigns hereby agree to the full performance of the covenants herein contained. IN WITNESS WHEREOF they have hereunto set their hands and seals the day and year first above written. Contract Form 2 0 i In the presence of: CONTRACTOR: BRW Construction Group, LLC CORPORATE SEAL: 1 Witne• - �� By: 6 A ( O Witness: Attest: OWNER: City of Tybee Island, Georgia SEAL: VLss:(;----02 A - 4. r _ Witness: ' O1 / '40 ' Attest: J)ce , Contract Form 7a 3 / ' 0-;k Client#: 778655 62BRWCON ACORDr" CERTIFICATE OF LIABILITY INSURANCE 11/19/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION BB&T insurance Services, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2280 East Victory Drive HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ry ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. • PO Box 3597 Savannah, GA 31414 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: FCCI Commercial Insurance Compa 33472 BRW Construction Group LLC INSURERS: . PO Box 1806 INSURER C: Savannah, GA 31402 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND COND OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. tNSR ADD'L TYPE OF INSURANCE POLICY NUMBER POUCY EFFECTIVE POUCY EXPIRATION LIMITS INSRC ,DATE (MMIDD/YYYY) DATE (MM/DD/YYYY A GENERAL LIABILITY CPP0007706 11/07/2009 11/07/2010 EACH OCCURRENCE $1.000,000 X COMMERCIAL GENERAL LIABILITY PR MISES Ea occurrence) $100, — CLAIMS MADE OCCUR MED EXP (Any one person) $5,000 X PD Ded:1,000 PERSONAL &ADVINJURY $1,000,000 GENERAL AGGREGATE $2, 000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 I POLICY n j�7 RI LOC A AUTOMOBILE LIABILITY CA0009668 11/07/2009 11/07/2010 COMBINED SINGLE LIMIT $1 oOQOOo X ANY AUTO (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ X HIRED AUTOS BODILY INJURY X NON -OWNED AUTOS (Per accident) $ • PROPERTY DAMAGE $ (Per accident) _ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ _ ANY AUTO OTHER THAN EA ACC $ — AUTO ONLY: AGG $ A EXCESS /UMBRELLA LIABILITY UMB0005941 11/07/2009 11/07/2010 EACH OCCURRENCE $5,000,000 . i1 OCCUR n CLAIMS MADE AGGREGATE $5,000,000 _ $ ,� DEDUCTIBLE $ _ — RETENTION $ 10000 $ A WORKERS COMPENSATION AND 010WC08A58697 11/0712009 11/07/2010 X ITORYI 1DER EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE 2 El. EACH ACCIDENT $1 ,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) N E.LDISEASE - EAEMPLOYEE $1,000,000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE- POLICY LIMIT $1,000,000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS Project: Wastewater Treatment Plant Effluent Line Extention For the City of Tybee Island. CERTIFICATE HOLDER CANCELLATION 10 Days for Non - Payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Tybee DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL RO DAYS WRITTEN 401 Butler Avenue NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Tybee Island, GA 31328 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2009/01) 1 of 2 #S4296045/M4264087 O 1988 -2009 ACORD CORPORATION. All rights reserved. �I The ACORD name and logo are registered marks of ACORD DF1 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009101) 2 of 2 #S4296045/M4264087 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. STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly by ,p GFNEq,E J l i AC E C \ Ao: �. 4iseoH a,L ♦ r� ASCE American Society — National Society of of Civil Engineers of Engineers Professional Engineers in Private Practice AMERICAN COUNCIL OF ENGINEERING COMPANIES ASSOCIATED GENERAL CONTRACTORS OF AMERICA AMERICAN SOCIETY OF CIVIL ENGINEERS PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A Practice Division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS Endorsed by V7 CONSTRUCTION SPECIFICATIONS INSTITUTE I, EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. 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 Terrninology 5 Article 2 — Preliminary Matters 6 2.01 Delivery of Bonds and Evidence of Insurance 6 2.02 Copies of Documents 6 2.03 Commencement of Contract Times; Notice to Proceed 6 2.04 Starting the Work 7 2.05 Before Starting Construction 7 2.06 Preconstruction Conference; Designation of Authorized Representatives 7 2.07 Initial Acceptance of Schedules 7 Article 3 — Contract Documents: Intent, Amending, Reuse 8 3.01 Intent 8 3.02 Reference Standards 8 3.03 Reporting and Resolving Discrepancies 9 3.04 Amending and Supplementing Contract Documents 9 3.05 Reuse of Documents 10 3.06 Electronic Data 10 Article 4 — ,Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions;': Reference Points 11 4.01 Availability of Lands 11 4.02 Subsurface and Physical Conditions 11 4.03 Differing Subsurface or Physical Conditions 12 4.04 Underground Facilities 13 4.05 Reference Points 14 4.06 Hazardous Environmental Condition at Site 14 Article 5 — Bonds and Insurance 16 5.01 Performance, Payment, and Other Bonds 16 5.02 Licensed Sureties and Insurers 16 5.03 Certificates of Insurance 17 5.04 Contractor's Insurance 17 5.05 Owner's Liability Insurance 19 5.06 Propertylnsurance 19 5.07 Waiver of Rights 20 5.08 Receipt and Application of Insurance Proceeds 21 EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page i I 5.09 Acceptance of Bonds and Insurance; Option to Replace 21 5.10 Partial Utilization, Acknowledgment of Property Insurer 22 Article 6 - Contractor's Responsibilities ?2 6.01 Supervision and Superintendence 22 6.02 Labor; ,Working Hours 22 6.03 Services, Materials, and Equipment 22 6.04 Progress Schedule 23 6.05 Substitutes and "Or- Equals" 73 6.06 Concerning Subcontractors, Suppliers, and Others 25 6.07 Patent Fees and Royalties 77 6.08 Permits 27 6.09 Laws and Regulations 28 6.10 Taxes 78 6.11 Use of Site and Other Areas 78 6.12 Record) Documents 79 6.13 Safety and Protection 7 9 6.14 Safety Representative 30 6.15 Hazard! Communication Programs 30 6.16 Emergencies 30 6.17 Shop Drawings and Samples 31 6.18 Continuing the Work 32 6.19 Contractor's General Warranty and Guarantee 33 6.20 Indemnification 33 6.21 Delegation of Professional Design Services 34 Article 7 - Other Work at the Site 35 7.01 Related Work at Site 35 7.02 Coordination 35 7.03 Legal Relationships 36 Article 8 - Owner's Responsibilities 36 8.01 Com mihnications to Contractor 36 8.02 Replace of Engineer 36 8.03 Furnish, Data 36 8.04 Pay Wlien Due 36 8.05 Lands and Easements; Reports and Tests 36 8.06 Insurance 36 8.07 ChangelOrders 37 8.08 Inspections, Tests, and Approvals 37 8.09 Limitations on Owner's Responsibilities 37 8.10 Undisclosed Hazardous Environmental Condition 37 8.11 Evidence of Financial Arrangements 37 8.12 Compliance with Safety Program 37 i Article 9 - Engineeris Status During Construction 37 9.01 Owner's Representative 37 EJCDC C -700 Standard General Conditions of the Construction Contract I Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page ii 1 9.02 Visits to Site 37 9.03 Project Representative 38 9.04 Authorized Variations in Work 38 9.05 Rejecting Defective Work 38 9.06 Shop Drawings. Change Orders and Payments 39 9.07 Determinations for Unit Price Work 39 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work 39 9.09 Limitations on Engineer's Authority and Responsibilities 39 9.10 Compliance with Safety Program 40 Article 10 - Changes in the Work; Claims 40 10.01 Authorized Changes in the Work 40 10.02 Unauthorized Changes in the Work 41 10.03 Execution of Change Orders 41 10.04 Notification to Surety 41 10.05 Claims 41 Article 1 1 - Cost of the Work; Allowances; Unit Price Work 42 11.01 Cost of the Work 42 11.02 Allowances 45 1 1.03 Unit Price Work 45 Article 12 - Change of Contract Price; Change of Contract Times 46 12.01 Change c)1 Contract Price 46 12.02 Change of Contract Times 47 12.03 Delays 47 Article 13 - Tests and Inspections; Correction, Removal or Acceptance of Defective Work 48 13.01 Notice (if Defects 48 13.02 Access to Work 48 13.03 Tests ankl Inspections 49 1 13.04 Uncovering Work 49 13.05 Owner May Stop the Work 50 13.06 Correction or Removal of Defective Work 50 13.07 Correction Period 50 13.08 Acceptance of Defective Work 51 13.09 Owner May Correct Defective Work 52 Article 14 - Payments to Contractor and Completion 52 14.01 Schedule of Values 52 14.02 Progress Payments 59 14.03 Contractor's Warranty of Title 55 14.04 Substantial Completion 55 14.05 Partial Utilization 56 14.06 Final Inspection 57 14.07 Final Payment 57 14.08 Final Completion Delayed 58 EJCDC C-700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page iii 1 14.09 Waiver of Claims 5 8 Article 15 — Suspension of Work and Termination 59 15.01 Owner May Suspend Work 59 15.02 Owner May Terminate for Cause 59 15.03 Owner May Terminate For Convenience 60 15.04 Contractor May Stop Work or Terminate 60 Article 16 — Dispute Resolution 61 16.01 Methods and Procedures 61 Article 17 — Miscellaneous 61 17.01 Giving Notice 61 17.02 Computation of Times 62 17.03 Cumulative Remedies 62 17.04 Survival of Obligations 62 17.05 Controlling Law 62 17.06 Headings 62 EJCDC C -700 Standard General Conditions of the Construction Contract Cop ■ right © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page iv ARTICLE 1– DEFINITIONS AND TERMINOLOGY 1.01 Defined Terins A. Wherever used in the Bidding Requirements or Contract Documents and printed with initial capital letters, the teens listed below will have the meanings indicated which are applicable to both the singular and plural thereof. In addition to teens specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragrraphs, 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. .- lgreement —The written instrument which is evidence of the agreement between Owner and Contractor covering the Work. 3. Application for Payment—The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments and which is to be accdmpanied by such supporting documentation as is required by the Contract Documents. 4. Asbestos —Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 5. Bid —;The offer or proposal of a Bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 6. Bidder—The individual or entity who submits a Bid directly to Owner. 7. Bidding Documents —The Bidding Requirements and the proposed Contract Documents (including all Addenda). 8. Bidding Requirements—The advertisement or invitation to bid, Instructions to Bidders, Bid secuii of acceptable fonn, if any, and the Bid Form with any supplements. 9. Change Order —A document recommended by Engineer which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. 10. Claim —A demand or assertion by Owner or Contractor seeking an adjustment of Contract Price] or Contract Times, or both, or other relief with respect to the terns of the Contract. A dema zd for money or services by a third party is not a CIaim. 11. Contmct- -The entire and integrated written agreement between the Owner and Contractor concerning the Work. The Contract supersedes prior negotiations, representations, or agreements, whether written or oral. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 1 of 62 12. Contn•act Documents —Those items so designated in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Approved Shop Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 13. Conteact Price —The moneys payable by Owner to Contractor for completion of the Work in accordance with the Contract Documents as stated in the Agreement (subject to the provisions of Paragraph 11.03 in the case of Unit Price Work). 14. Cont6ct Times —The number of days or the dates stated in the Agreement to: (i) achieve Milestones, if any; (ii) achieve Substantial Completion; and (iii) complete the Work so that it is ready for final payment as evidenced by Engineer's written recommendation of final payfnient. 15. Contractor —The individual or entity with whom Owner has entered into the Agreement. I 16. Cost Of' the Work —See Paragraph 11.01 for definition. 17. Di part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so defined. 18. Effec,ive Date of the Agreement —The date indicated in the Agreement on which it becomes effecdive, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 19. Engel eel —The individual or entity named as such in the Agreement. 20. FieldiOrder —A written order issued by Engineer which requires minor changes in the Work but wlhich does not involve a change in the Contract Price or the Contract Times. I 21. Genej-al Requirements— Sections of Division 1 of the Specifications. 22. Hazardous Environmental Condition —The presence at the Site of Asbestos, PCBs, Petroleum, Hazardous Waste, or Radioactive Material in such quantities or circumstances that nay present a substantial danger to persons or property exposed thereto. 23. Hazai dons Waste —The tern Hazardous Waste shall have the meaning provided in Section 1004'of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 24. Lci s Regulations; Laws or Regulations —Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. i 25. Liens; Charges, security interests, or encumbrances upon Project funds, real property, or personal property. 26. Milestone —A principal event specified in the Contract Documents relating to an intermediate completion date or time prior to Substantial Completion of all the Work. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. S Page 2 of 62 27. Notice of Award- -The written notice by Owner to the Successful Bidder stating that upon timely compliance by the Successful Bidder with the conditions precedent listed therein, Owner will sign and deliver the Agreement. 28. Notice to Proceed--A written notice given by Owner to Contractor fixing the date on which the Cc Times will commence to run and on which Contractor shall start to perform the Workl under the Contract Documents. 29. Ownel - -The individual or entity with whom Contractor has entered into the Agreement and for whom the Work is to be performed. 30. PCBs Polychlorinated biphenyls. 31. PL'trokum— Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch a such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non- Hazardous Waste and crude oils. i 32. Progress Schedule —A schedule, prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. 33. Project —The total construction of which the Work to be performed under the Contract DocuMents may be the whole, or a part. 34. Project Manual —The bound documentary information prepared for bidding and constructing the Work. A listing of the contents of the Project Manual, which may be bound in one or more volumes, is contained in the table(s) of contents. 35. Radio Material— Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 36. Resident Project Representative —The authorized representative of Engineer who may be assigied to the Site or any part thereof. 37. Samples— Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work !will be judged. 38. Schedule of Submittals —A schedule, prepared and maintained by Contractor, of required submittals and the time requirements to support scheduled performance of related construction activities. 39. Sche'clttle of I /aloes —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. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 3 of 62 40. Shod, Drawings—All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 41. Site = Lands or areas indicated in the Contract Documents as being furnished by Owner upon whi -1 the Work is to be performed, including rights -of -way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 42. Specfications—That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. i 43. Subcontractor —An individual or entity having a direct contract with Contractor or with any othe Subcontractor for the performance of a part of the Work at the Site. 44. Subsgantial 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 terns "substantially complete" and "substantially completed" as applied to all or part of the V Jork refer to Substantial Completion thereof. 45. Successful Bidder—The Bidder submitting a responsive Bid to whom Owner makes an award. 46. Supp Conditions —That part of the Contract Documents which amends or supplements these General Conditions. 47. Supp —A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direr contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 48. Underground Facilities —All underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements contapning such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 49. Unit price Work —Work to be paid for on the basis of unit prices. 50. Work The entire construction or the various separately identifiable parts thereof required to be pr under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and fuuni ping, installing, and incorporating all materials and equipment into such construction, all as , - equired by the Contract Documents. 51. Work' Change Directive —A written statement to Contractor issued on or after the Effective Date of the Agreement and signed by Owner and recommended by Engineer ordering an EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 4 of 62 1 addition, deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions under which the Work is to be performed or to emernencies. A Work Change Directive will not change the Contract Price or the Contract Time but is evidence that the parties expect that the change ordered or documented by a Work: Change Directive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Time. 1.02 Terminology A. The words and terms discussed in Paragraph 1.02.B through F are not defined but, when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. Intent of Certain Terms or Acjectives: 1. The Contract Documents include the terns "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," "satisractory," or adjectives of like effect or import are used to describe an action or deters iination 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 1 jroject 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 superise or direct the performance of the Work, or any duty or authority to undertake responsibility contrary to the provisions of Paragraph 9.09 or any other provision of the Contract Documents. C. Day: 1. The ord "day" means a calendar day of 24 hours measured from midnight to the next m i dnilght. D. Defective'• 1. The j vord "defective," when modifying the word "Work," refers to Work that is unsatsfactory, faulty, or deficient in that it: • a. does not conform to the Contract Documents; or b. des not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or c. has been damaged prior to Engineer's recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Paragraph 14.04 or 14.05). EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 5 of 62 E. Furnish, i Install, Perform, Provide: 1. The word "furnish," when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The Word "install," when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. 3. The i vords "perform" or "provide," when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use. 4. When "furnish," "install," "perform," or "provide" is not used in connection with services, materials, or equipment in a context clearly requiring an obligation of Contractor, "provide" is implied. F. Unless stated otherwise in the Contract Documents, words or phrases that have a well -known technicali or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2 — PRIi1LIMINARY MATTERS 2.01 Delivery of Bonds and Evidence oflnsurance A. When Contractor delivers the executed counterparts of the Agreement to Owner, Contractor shall also deliver to Owner such bonds as Contractor may be required to furnish. B. Evidence! of Insurance: Before any Work at the Site is started, Contractor and Owner shall each deliver to the other, with copies to each additional insured identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance which either of them or any additional insured may reasonably request) which Contractor and Owner respectively are required to purchase and maintain in accordance with Article 5. 2.02 Copies ofDocuments A. Owner droll furnish to Contractor up to ten printed or hard copies of the Drawings and Project Manual. Additional copies will be furnished upon request at the cost of reproduction. 2.03 Coniinencenn nt of Contract Times; Notice to Proceed A. The Contiract Times will commence to run on the thirtieth day after the Effective Date of the Agreement or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed. A Notice td Proceed may be given at any time within 30 days after the Effective Date of the Agreement. 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 Agreement, whichever date is ear EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 6 of 62 2.04 Starting the Work A. Contractdr shall start to perform the Work on the date when the Contract Times commence to run. No Work shall be done at the Site prior to the date on which the Contract Times commence to run. 2.05 Before Starting Construction A. Preliminary Schedules: Within 10 days after the Effective Date of the Agreement (unless otherwise specified in the General Requirements), Contractor shall submit to Engineer for timely review: 1. a prel Progress Schedule indicating the times (numbers of days or dates) for starting and c1ompleting the various stages of the Work, including any Milestones specified in the Contract Documents; 2. a prel Schedule of Submittals; and 3. a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and 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. 2.06 Preconstructon Conference; Designation ofAuthorized Representatives A. Before arty Work at the Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in Paragraph 2.05.A, procedures for handling Shop Drs wings and other submittals, processing Applications for Payment, 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 instructions, receive information, render decisions relative to the Contract, and otherwise act on behalf of each respective party. 1 2.07 Initial Acceptic of Schedules A. At least 10 days before submission of the first Application for Payment a conference attended by Contractgr, Engineer. and others as appropriate will be held to review for acceptability to Engineer ; as provided below the schedules submitted in accordance with Paragraph 2.05.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to Contractor until acceptable schedules! are submitted to Engineer. 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 EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 7 of 62 Engineer responsibility for the Progress Schedule, for sequencing, scheduling, or progress of the Work, nor interfere with or relieve Contractor from Contractor's full responsibility therefor. 2. Contractor's Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals. 3. Contractor's Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to component parts of the Work. ARTICLE 3 — COI TRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.01 Intent 1 A. The Cont Documents are complementary; what is required by one is as binding as if required by all. B. It is the i of the Contract Documents to describe a functionally complete project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documen nation, services, materials, or equipment that reasonably may be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the indicated result will be provided whether or not specifically called for, at no additional cost to Owner. 1 C. Clarifications and interpretations of the Contract Documents shall be issued by Engineer as provided in Article 9. 1 i 3.02 Reference Stc ndcirds A. Standards, Specifications, Codes, Laws, and Regulations 1. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Bids (or on the Effective Date of the Agreement if there were rpo Bids), except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard, specification, manual, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities of Owner, Contractor, or Engineer, or any of their subcontractors, consultants, agents, or employees, from those set forth in the Contract Documents. No such provision or instruction shall be effective to assign to Owner, 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 (Contract Documents. 1 1 1 EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 8 of 62 1 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Coiitiractor s Review of Contract Dociiineiits Before Starting I'Vork: Before undertaking each part of the Work, Contractor shall carefiilly study and compare the Contract Documents and check and verify pertinent figures therein and all applicable field measurements. Contractor shall 'promptly report in writing to Engineer any conflict, en ambiguity, or discrepancy which Contractor discovers, or has actual knowledge of and shall obtain a written interpretation or clarification from Engineer before proceeding with any Work affected thereby. 2. Coiitihactor's Reviellr of Contract Docimients During Performance of Work: If, during the perforinance 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 i) r Regulation , (b) any standard, specification, manual, or code, or (c) any instruction of any S 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 6.16. \) until an amendment or supplement to the Contract Documents has been issued by one or the methods indicated in Paragraph 3.04. 3. Contrjactor 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. 1 B. Resolving Discrepancies: 1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity, or discrpancy between the provisions of the Contract Documents and: a. tle provisions of any standard, specification, manual, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference in the Contract D ocuments); or i 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 A niencling c Supplementing Contract Documents A. The Cont Documents may be amended to provide for additions, deletions, and revisions in the World or to modify the terms and conditions thereof by either a Change Order or a Work Change Directive. B. The requirements of the Contract Documents may be supplemented, and minor variations and deviation in the Work may be authorized, by one or more of the following ways: EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 9 of 62 1. A Field Order; 2. Engineer's approval of a Shop Drawing or Sample (subject to the provisions of Paragraph 6.17.D.3); or 3. Engineer's written interpretation or clarification. 3.05 Reuse of DocUments A. Contractor and any Subcontractor or Supplier 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 2. 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. 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. 3.06 Electronic Dhta A. Unless otherwise stated in the Supplementary Conditions, the data furnished by Owner or Engineer to Contractor, or by Contractor to Owner or Engineer, that may be relied upon are limited to the printed copies (also known as hard copies). Files in electronic media format of text, data, graphics, or other types are furnished only for the convenience of the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. B. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it wiil perform acceptance tests or procedures within 60 days, after which the receiving party shall be eemed to have accepted the data thus transferred. Any errors detected within the 60 -day acceptan9e period will be corrected by the transferring party. • C. When transferring documents in electronic media format, the transferring party makes no representltions as to long term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the data's creator. I � EJCDC C-700 Standard General Conditions of the Construction Contract i Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 10 of 62 ARTICLE 4 — AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS; REFERENCE POINTS 4.01 A rvilabiliti. grLands 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 ii perfbrming the Work. Owner will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities. If Contractor and Owner are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract rice or Contract Times, or both, as a result of any delay in Owner's furnishing the Site or a part tjiereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. B. Upon reafionable written request, Owner shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which the Work is to be performed and Owner's iinterest 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. I 4.02 Subsurface aid Physical Conditions A. Reports and Drawings: The Supplementary Conditions identify: I 1. those ;reports known to Owner of explorations and tests of subsurface conditions at or contiguous to the Site; and 2. those drawings known to Owner of physical conditions relating to existing surface or subsurface structures at the Site (except Underground Facilities). B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy Of the "technical data" contained in such reports and drawings, but such reports and drawings are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any !claim against Owner or Engineer, or any of their officers, directors, members, partners, employee$, agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limite 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 clata, 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 Standard General Conditions of the Construction Contract Copyright 02007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 11 of 62 4.03 Differing Siilsiirface or Physical Conditions A. Notice: if Contractor believes that any subsurface or physical condition that is uncovered or revealed either: • 1. is of such a nature as to establish that any "technical data" on which Contractor is entitled to rely as provided in Paragraph 4.02 is materially inaccurate; or 2. is of Such a nature as to require a change in the Contract Documents; or 3. differs materially from that shown or indicated in the Contract Documents; or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergendy as required by Paragraph 6.16.A), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith! (except as aforesaid) until receipt of written order to do so. B. Engineerj's Review: After receipt of written notice as required by Paragraph 4.03.A, Engineer will promptly; review the pertinent condition, determine the necessity of Owner's obtaining additional exploration or tests with respect thereto, and advise Owner in writing (with a copy to Contractor) of Engineer's findings and conclusions. C. Possible Price and Times Adjustments: 1. The Contract Price or the Contract Times, or both, will be equitably adjusted to the extent that the existence of such differing subsurface or physical condition causes an increase or decrease in Contractor's cost of or time required for, performance of the Work; subject, however, to the following: a. such condition must meet any one or more of the categories described in Paragraph 4103.A; and b. with respect to Work that is paid for on a unit price basis, any adjustment in Contract Price will be subject to the provisions of Paragraphs 9.07 and 11.03. 2. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times if: a. Contractor knew of the existence of such conditions at the time Contractor made a final cmmitment to Owner with respect to Contract Price and Contract Times by the submission of a Bid or becoming bound under a negotiated contract; or b. the existence of such condition could reasonably have been discovered or revealed as a result of any examination, investigation, exploration, test, or study of the Site and EJCDC C -700 Standard General Conditions of the Construction Contract 1Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 12 of 62 co ` tiguous areas required by the Bidding Requirements or Contract Documents to be coif iducted by or for Contractor prior to Contractor's making such final commitment; or c. Cc ntractor failed to give the written notice as required by Paragraph 4.03.A. 3. If Owier and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, a Claim may be made Therefor as provided in Paragraph 10.05. However, neither Owner or Engineer, or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors shall be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other - professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. 4.04 Underground Facilities A. Shown or Indicated: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the Site is based on information and data furnished to Owner or Engineer by the owners of such Underground Facilities, including Owner, or by others. Unless it is otherwise expressly provided in the Supplemertary Conditions: 1. Owner and Engineer shall not be responsible for 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 such information and data; b. locating all Underground Facilities shown or indicated in the Contract Documents; c. coordination of the Work with the owners of such Underground Facilities, including Owner, during construction; and d. the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. B. Not Shoit'ij or Indicated: 1. If an Underground Facility is uncovered or revealed at or contiguous to the Site which was not shown or indicated, or not shown or indicated with reasonable accuracy in the Contract Docunl eats, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 6.16.A), identify the owner of such Underground Facility and give written notice to that owner and to Owner and Engineer. Engineer will promptly review the Underground Facility and determine the extent, if any, to which a change is required in the Contract Documents to reflect and document the EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 13 of 62 consequences of the existence or location of the Underground Facility. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. 2. If Engineer concludes that a change in the Contract Documents is required, a Work Change Directive or a Change Order will be issued to reflect and document such consequences. An equitable adjustment shall be made in the Contract Price or Contract Times, or both, to the extent that they are attributable to the existence or location of any Underground Facility that was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract Documents and that Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment in Contract Price or Contract Times, Owner or Contractor may make a Claim therefor as provided in Paragraph 10.05. 4.05 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer's judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations without the prior written approval of Owner. Contractor shall report to Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such referencel points or property monuments by professionally qualified personnel. 4.06 Hazardous Environmental Condition at Site A. Reports and Drawings: The Supplementary Conditions identify those reports and drawings known to Owner relating to Hazardous Environmental Conditions that have been identified at the Site. B. Limited Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the "technical data" contained in such reports and drawings, but such reports and drawingsi are not Contract Documents. Such "technical data" is identified in the Supplementary Conditions. Except for such reliance on such "technical data," Contractor may not rely upon or make any claim against Owner or Engineer, or any of their 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 Standard General Conditions of the Construction Contract ;Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 14 of 62 C. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work. Contractor shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible. D. If Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 6.16.A);; and (iii) notify Owner and Engineer (and promptly thereafter confirm such notice in writing) Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a',qualified expert to evaluate such condition or take corrective action, if any. 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 4.06.E. E. Contractor shall not be required to resume Work in connection with such condition or in any affected area until after Owner has obtained any required permits related thereto and delivered written notice to Contractor: (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed safely. If Owner and Contractor cannot agree as to entitlement to or onfthe 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 resuried by Contractor, either party may make a Claim therefor as provided in Paragraph 10.05. F. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then Owner may order the portion of the Work that is in the area affected by such conditions to be deleted from the Work. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of an adjustment in Contract Price or Contract Times as a result of deleting such portion of the Work, then either party may make a Claim therefor as provided in Paragraph 10.05. Owner may have such deleted portion of the Work performed by Owner'sjown forces or others in accordance with Article 7. G. To the fullest extent permitted by Laws and Regulations, Owner shall indemnify and hold harmless! Contractor, Subcontractors, and Engineer, and the officers, directors, members, partners,, employees, agents, consultants, and subcontractors of each and any of them from and against a01 claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to a Hazardous Environmental Condition, provided that such Hazardous Environmental Condition: (i) was not shown or indicated in the Drawings or Specifications or identified in the Contract Documents to be included within the scope of the Work, and (ii) was not created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Para; - aph 4.06.G shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. EJCDC C -700 Standard General Conditions of the Construction Contract 1 Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page I5 of 62 I-l. To the f011est extent permitted by Laws and Regulations, Contractor shall indemnity 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 othen professionals and all court or arbitration or other dispute resolution costs) arising out of or relatinjg to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 4.06.H shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's ovn negligence. I. The provisions of Paragn 4.02, 4.03, and 4.04 do not apply to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 5 — BONDS AND INSURANCE 5.01 PerfornianceJ Payment, and Other Bonds A. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the Contract Price as security for the faithful performance and payment of all of Contractor's obligations under the Contract Documents. These bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified in Paragraph 13.07, whichever is later, except as provided otherwise by Laws or Regulations or by the Contract Documents. Contractor shall also furnish such other bonds as are required by the Contract Documents. B. All bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in the list of " Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All bonds signed by an agent or attorney -in -fact must be accompanied by a certified copy of that individual's authority bind the surety. The evidence of authority shall show that it is effective on the date the agent for attorney -in -fact signed each bond. C. If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located or it ceases to meet he requirements of Paragraph 5.01.B, Contractor shall promptly notify Owner and Engineer and shall, within 20 days after the event giving rise to such notification, provide another bond and surety, both of which shall comply with the requirements of Paragraphs 5.01.B and 5.02. • 5.02 Licensed Si• ?ties and Insurers A. All bonds and insurance required by the Contract Documents to be purchased and maintained by Owner or Contractor shall be obtained from surety or insurance companies that are duly licensed or authol', in the jurisdiction in which the Project is located to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 16 of 62 meet such additional requirements and qualifications as may be provided in the Supplementary Conditio 5.03 Certificates Of Insurance A. Contractor shall deliver to Owner, with copies to each adclitional insured and loss payee identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Owner or any other additional insured) which Contractor is required to purchase and maintain. B. Owner hall deliver to Contractor, with copies to each additional insured and loss payee identified in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Contractor or any other additional insured) which Owner is required to purchase and maintain. C. Failure of Owner to demand such certificates or other evidence of Contractor's full compliance with thes l e insurance requirements or failure of Owner to identify a deficiency in compliance from the evidence provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. D. Owner does not represent that insurance coverage and limits established in this Contract necessarily will be adequate to protect Contractor. E. The insurance and insurance limits required herein shall not be deemed as a limitation on Contractor's liability under the indemnities granted to Owner in the Contract Documents. 5.04 Contractor s Insurance A. Contract shall purchase and maintain such insurance as is appropriate for the Work being performed and as will provide protection fi claims set forth below which 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: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees; 3. claim's for damages because of bodily injury, sickness or disease, or death of any person other ■ than Contractor's employees; 4. claims for damages insured by reasonably available personal injury liability coverage which are sui stained: EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 17 of 62 a. by any person as a result of an offense directly or indirectly related to the employment of such person by Contractor, or b. by any other person for any other reason; 5. claims for damages, other than to the Work itself, because of injury to or destruction of tangible property wherever Iocated, including loss of use resulting therefrom; and 6. 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. B. The poligies of insurance required by this Paragraph 5.04 shall: 1. with !respect to insurance required by Paragraphs 5.04.A.3 through 5.04.A.6 inclusive, be written on an occurrence basis, include as additional insureds (subject to any customary exclusion regarding professional liability) Owner and Engineer, and any other individuals or entities identified in the Supplementary Conditions, all of whom shall be listed as additional insureds, and 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; 2. include at least the specific coverages and be written for not less than the limits of liability provided in the Supplementary Conditions or required by Laws or Regulations, whichever is greater; 3. include contractual liability insurance covering Contractor's indemnity obligations under Paragraphs 6.11 and 6.20; 4. contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other additional insured identified in the Supplementary Conditions to whom a certificate of insurance has been issued (and the certificates of insurance furnished by the Contractor pursuant to Paragraph 5.03 will so provide); 5. remain in effect at least until final payment and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work in accordance with Paragraph 13.07; and 6. include completed operations coverage: a. Such insurance shall remain in effect for two years after final payment. b. Contractor shall furnish Owner and each other additional insured identified in the Supplementary Conditions, to whom a certificate of insurance has been issued, evidence satisfactory to Owner and any such additional insured of continuation of such insurance at final payment and one year thereafter. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 18 of 62 5.05 Otiiner's Liability Irtsurcince A. In addition to the insurance required to be provided by Contractor under Paragraph 5.04, 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. 5.06 Property Insurance A. Unless otherwise provided in the Supplementary Conditions, Owner shall purchase and maintain property insurance upon the Work at the Site in the amount of the full replacement cost thereof (subject Ito such deductible amounts as may be provided in the Supplementary Conditions or requiredlby Laws and Regulations). This insurance shall: 1. include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other indi ''iduals or entities identified in the Supplementary Conditions, and the officers, directors, menibers, partners, employees, agents, consultants, and subcontractors of each and any of then, each of whom is deemed to have an insurable interest and shall be listed as a loss paye',e; 2. be v ritten 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, extended coverage, theft, vandalism and malicious mischief, earthquake, collapse, 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. 3. incli.ide expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects); 1 4. cover materials and equipment stored at the Site or at another location that was agreed to in writ6g by Owner prior to being incorporated in the Work, provided that such materials and equipment have been included in an Application for Payment recommended by Engineer; 5. alloy( for partial utilization of the Work by Owner; 6. inchde testing and startup; and 7. be maintained in effect until final payment is made unless otherwise agreed to in writing by Owner, Contractor, and Engineer with 30 days written notice to each other loss payee to whoa i a certificate of insurance has been issued. B. Owner shall purchase and maintain such equipment breakdown insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and Regulations which will include the interests of Owner, Contractor, Subcontractors, and Engineer, and any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, EJCDC C -700 Standard General Conditions of the Construction Contract 1 Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 19 of 62 • • members, partners, employees, agents, consultants and subcontractors of each and any of them, each of Whom is deemed to have an insurable interest and shall be listed as a loss payee. C. All the policies of insurance (and the certificates or other evidence thereof) required to be purchased and maintained in accordance with this Paragraph 5.06 will contain a provision or endorsenhent that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days prior written notice has been given to Owner and Contractor and to each other loss payee to whom a certificate of insurance has been issued and will contain waiver provisions in accordance with Paragraph 5.07. D. Owner stall not be responsible for purchasing and maintaining any property insurance specified in this Paragraph 5.06 to protect the interests of Contractor, Subcontractors, or others in the Work to the extent of any deductible amounts that are identified in the Supplementary Conditions. The risk of loss within such identified deductible amount will be borne by Contractor, Subcontractors, or others! suffering any such Loss, and if any of them wishes property insurance coverage within the limit of such amounts, each may purchase and maintain it at the purchaser's own expense. E. If Contractor requests in writing that other special insurance be included in the property insurance policies provided under this Paragraph 5.06, Owner shall, if possible, include such insurance, and the cost thereof will be charged to Contractor by appropriate Change Order. Prior to commencement of the Work at the Site, Owner shall in writing advise Contractor whether or not such other insurance has been procured by Owner. 5.07 Waiver of Riihts A. Owner aid Contractor intend that all policies purchased in accordance with Paragraph 5.06 will protect Owner, Contractor, Subcontractors, and Engineer, and all other individuals or entities identified in the Supplementary Conditions as loss payees (and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them) in such policies and will provide primary coverage for all losses and damages caused by the perils or causes of, loss covered thereby. All such policies shall contain provisions to the effect that in the event of jayment of any loss or damage the insurers will have no rights of recovery against any of the insureds or loss payees thereunder. Owner and Contractor waive all rights against each other and their 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 Subcontractors and Engineer, and all other individuals or entities identified in the Supplementary Conditions as loss payees (and the officers, directors, members, partners, employees, agents, consultants, and subcontrc ctors of each and any of them) under such policies for losses and damages so caused. None of t}he above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by Omer as trustee or otherwise payable under any policy so issued. B. Owner waives all rights against Contractor, Subcontractors, and Engineer, and the officers, directors,1members, partners, employees, agents, consultants and subcontractors of each and any of them fbr: EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 20 of 62 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 utilization pursuant to Paragraph 14.05, after Substantial Completion pursuant to Paragraph 14.04, or after final payment pursuant to Paragraph 14.07. C. Any insurance policy maintained by Owner covering any loss, damage or consequential Loss referred to in Paragraph 5.07.B 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, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them. 5.08 Receipt and 1ppliccttion of Insurance Proceeds A. Any insured loss under the policies of insurance required by Paragraph 5.06 will be adjusted with Owner and made payable to Owner as fiduciary for the loss payees, as their interests may appear, subject to the requirements of any applicable mortgage clause and of Paragraph 5.08.B. Owner shall deposit in a separate account any money so received and shall distribute it in accordance with such agreement as the parties in interest may reach. If no other special agreement is reached, the damaged Work shall be repaired or replaced, the moneys so received applied on account thereof, and the Work and the cost thereof covered by an appropriate Change Order. B. Owner as fiduciary shall have power to adjust and settle any loss with the insurers unless one of the parties in interest shall object in writing within 1.5 days after the occurrence of loss to Owner's exercise of this power. If such objection be made, Owner as fiduciary shall make settlement with the insurers in accordance with such agreement as the parties in interest may reach. 1fMo such agreement among the parties in interest is reached, Owner as fiduciary shall adjust and settle the loss with the insurers and, if required in writing by any party in interest, Owner as fiduciary shall give bond for the proper performance of such duties. 5.09 Acceptance of Bonds and Insurance; Option to Replace A. If either Owner or Contractor has any objection to the coverage afforded by or other provisions of the bonds or insurance required to be purchased and maintained by the other party in accordance with Article 5 on the basis of non - conformance with the Contract Documents, the objecting party shall so notify the other party in writing within 10 days after receipt of the certificates (or other evidence !requested) required by Paragraph 2.01.B. Owner and Contractor shall each provide to the other such additional information in respect of insurance provided as the other may reasonably request. If either party does not purchase or maintain all of the bonds and insurance required Of such party by the Contract Documents, 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. Without prejudice to any other right or remedy, the other parity may elect to obtain equivalent bonds or insurance to protect such other party's EJCDC C -700 Standard General Conditions of the Construction Contract Cop right © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page21 of 62 interests at the expense of the party who was required to provide such coverage, and a Change Order shall be issued to adjust the Contract Price accordingly. 5.10 Partial Uti1iiation, Acknowledgment of Property Insurer A. If Owner finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 14.05, no such use or occupancy shall commene before the insurers providing the property insurance pursuant to Paragraph 5.06 have acknowledged notice thereof and in writing effected any changes in coverage necessitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy o policies, but the property insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy. ARTICLE 6 — CONTRACTOR'S RESPONSIBILITIES 6.01 Supervision ¶nd Superintendence A. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such atte 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. Contractor shall not be responsible for the negligence of Owner or Engineer in the design or specification of a specific means, method, technique, sequence, or procedure of construction which is shown or indicated in and expr6ssly required by the Contract Documents. B. At all ti vies during the progress of the Work, Contractor shall assign a competent resident superint4ident who shall not be replaced without written notice to Owner and Engineer except under extraordinary circumstances. 6.02 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 I shall be performed during regular working hours. Contractor will not permit the performa ice of Work on a Saturday, Sunday, or any legal holiday without Owner's written consent (which will not be unreasonably withheld) given after prior written notice to Engineer. 6.03 Services, Ma erials, and Equipment A. Unless o specified in the Contract Documents, Contractor shall provide and assume full responsi i lity 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, a nd completion of the Work. I I EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 22 of '62 B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of good quality and new, except as otherwise provided in the Contract Documents. All special warranties and 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. 6.04 Progress Schedule A. Contractor shall adhere to the Progress Schedule established in accordance with Paragraph 2.07 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 2.07) proposed adjustments in the Progress Schedule that will not result in changing the Contract Times. Such adjustments will comply with any provisions of the General Requirements applicable thereto. 2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 12. Adjustments in Contract Times may only be made by a Change Order. 6.05 Substitutes end "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 specification or description 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 or no substitution is permitted, other items of material or equipment or material or equipment of other Suppliers may be submitted to Engineer for review under the circumstances described below. 1. "Or-Equal" hems: If in Engineer's sole discretion 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, it may be considered by Engineer as an "or- equal" item, in which case review and approval of the proposed item may, in Engineer's sole discretion, be accomplished without compliance with some or all of the requirements for approval of proposed substitute items. For the purposes of this Paragraph 6.05.A.1, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. ii 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; EJCDC C -700 Standard General Conditions of the Construction Contract • Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 23 of 62 2) it will reliably perform at least equally well the fiinction and achieve the results imposed by the design concept of the completed Project as a functioning whole; and 3 it has a proven record of performance and availability of responsive service. 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 21 it will conform substantially to the detailed requirements of the item named in the Contract Documents. 2. Subs itute Items: a. Ifi in Engineer's sole discretion an item of material or equipment proposed by Contractor does not qualify as an "or- equal" item under Paragraph 6.05.A.1, it will be considered a proposed substitute item. b. Contractor shall submit sufficient information as provided below to allow Engineer to d termine if the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute itkms of material or equipment will not be accepted by Engineer fi anyone other than Contractor. c. The requirements for review by Engineer will be as set forth in Paragraph 6.05.A.2.d, as s h p plemented by the General Requirements, and as Engineer may decide is appropriate under the circumstances. d. Contractor shall make written application to Engineer for review of a proposed substitute it of material or equipment that Contractor seeks to furnish or use. The application: 1j shall certify that the proposed substitute item will: a) perform adequately the functions and achieve the results called for by the general design, b) be similar in substance to that specified, and c) be suited to the same use as that specified; 2) will state: a) the extent, if any, to which the use of the proposed substitute item will prejudice Contractor's achievement of Substantial Completion on time, b) 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 EJCDC C -700 Standard General Conditions of the Construction Contract Copyright C 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page24 of 62 c) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty; 3 will identify: a) all variations of the proposed substitute item from that specified, and b) available engineering, sales, maintenance, repair, and replacement services; and 4 shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and claims of other contractors affected by any resulting change. B. Substitute Construction Methods or Procedures: If a specific means, method, technique, sequence; or procedure of construction is expressly required by the Contract Documents, Contractor may furnish or utilize a substitute means, method, technique, sequence, or procedure of construction approved by Engineer. Contractor shall submit sufficient information to allow Engineer; in Engineer's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. The requirements for review by Engineer will be similar to those provided in Paragraph 6.05.A.2. C. Engineer's Evaluation: Engineer will be allowed a reasonable time within which to evaluate each proposal or submittal made pursuant to Paragraphs 6.05.A and 6.05.B. Engineer may require Contractor to furnish additional data about the proposed substitute item. Engineer will be the sole judge of j acceptability. No "or equal" or substitute will be ordered, installed or utilized until Engineers review is complete, which will be evidenced by a Change Order in the case of a substitute and an• approved Shop Drawing for an "or equal." Engineer will advise Contractor in writing of any negative determination. D. Special Guarantee: Owner may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute. E. Engineer's Cost Reimbursement: Engineer will record Engineer's costs in evaluating a substitute proposed, or submitted by Contractor pursuant to Paragraphs 6.05.A.2 and 6.05.B. 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. F. Contractor's Expense: Contractor shall provide all data in support of any proposed substitute or "or- equal" at Contractor's expense. 6.06 Concerning Subcontractors, Suppliers, and Others A. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity (including those acceptable to Owner as indicated in Paragraph 6.06.B), whether initially or as a replacement, against whom Owner may have reasonable objection. Contractor shall not be EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 25 of 62 _l required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection. B. If the Supplementary Conditions require the identity of certain Subcontractors, Suppliers, or other individuals or entities to be submitted to Owner in advance for acceptance by Owner by a specified date prior to the Effective Date of the Agreement, and if Contractor has submitted a list thereof iii accordance with the Supplementary Conditions, Owner's acceptance (either in writing or by fail'ng to make written objection thereto by the date indicated for acceptance or objection in the Bidding Documents or the Contract Documents) of any such Subcontractor, Supplier, or other individual or entity so identified may be revoked on the basis of reasonable objection after due investigation. Contractor shall submit an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity, and the Contract Price will be adjusted by the difference in the cost Occasioned by such replacement, and an appropriate Change Order will be issued. No acceptance by Owner of any such Subcontractor, Supplier, or other individual or entity, whether initially 'r as a replacement, shall constitute a waiver of any right of Owner or Engineer to reject defective Work. C. 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. Nothing in the Contract bocuments: 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, SupAer 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 moneys due any such Subcontractor, Supplier, or other individual or entity except as may other - wise be required by Laws and Regulations. D. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work un €er a direct or indirect contract with Contractor. E. Contractor shall require all Subcontractors, Suppliers, and such other individuals or entities perfornirig or furnishing any of the Work to communicate with Engineer through Contractor. F. 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. G. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appropriate agreement between Contractor and the Subcontractor or Supplier which specifically binds the' Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of Owner and Engineer. Whenever any such agreement is with a Subcontractor or Supplier who is listed as a loss payee on the property insurance provided in Paragraph 5.06, the agreement between the Contractor and the Subcontractor or Supplier will contain provisions whereby the Subcontractor or Supplier waives all rights against Owner, EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 26 of 62 ■ • t Contractor, Engineer, and all other individuals or entities identified in the Supplementary Conditions to be listed as insureds or Loss payees (and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them) for all losses and damages paused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, Contractor will obtain the same. 6.07 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the perfornlahce 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 t<) p atent rights or copyrights calling for the payment of any license fee or royalty to others, th,e 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 ffi 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. 6.08 Permits A. Unless ot7ler provided in the Supplementary Conditions, 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 opening of Bids, or, if there are no Bids, on the Effective Date of the Agreement. Owner shall pay all charges of utility owners for connections for providing permanent service to the Work. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 27 of 62 • 6.09 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 knowing or having reason to know that it is contrary to Laws or Regulations, Contractor shall bear 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. However, it shall not be Contractor's responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall not relieve Contractor of Contractor's obligations under Paragraph 3.03. C. Changes in Laws or Regulations not known at the time of opening of Bids (or, on the Effective Date of t]ie Agreement if there were no Bids) having an effect on the cost or time of performance of the Work shall be the subject of an adjustment in Contract Price or Contract Times. If Owner and Cont are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 6.10 Taxes A. Contractr 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. 6.11 Use of Site and Other Areas A. Lin1itatioi7 on Use of Site and Other Areas: 1. Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment or other materials or equipment. Contractor shall assume full responsibility for any damage to any spch land or area, or to the owner or occupant thereof, or of any adjacent land or areas resulting from the performance of the Work. I 2. Shouljd any claim be made by any such owner or occupant because of the performance of the Work; Contractor shall promptly settle with such other party by negotiation or otherwise resoh e the claim by arbitration or other dispute resolution proceeding or at law. 3. 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, agent', 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 claim or action, legal or equitable, brought EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 28 of 62 by any such owner or occupant against Owner, Engineer, or any other party indemnified hereunder to the extent caused by or based upon Contractor's performance of the Work. B. Remoi'all of Debris During Performance of the Work: During the progress of the Work Contractor shall keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall confon 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 fi the Site 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 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 property to stresses or pressures that will endanger it. 6.12 Record Documents A. Contractor shall maintain in a safe place at the Site one record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, and written interpretations and clarifications in good order and annotated to show changes made during constructiion. These record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be available to Engineer for reference. Upon completion of the Work, these record documents, Samples, and Shop Drawings will be delivered to Engineer for Owner. 6.13 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; 2. all the Work and materials and equipment to he 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, pave1nents, roadways, structures, 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 EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 29 of 62 shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify ov'ners of adjacent property and of Underground Facilities and other utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property. C. Contract6r shall comply with the applicable requirements of Owner's safety programs, if any. The Suplcmentary 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 6.13.A.2 or 6.13.A.3 caused, directly o 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 (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 for protection of the Work 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 14.07.B that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). 6.14 Safety Repre 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. 6.15 Hazard Com)nzinication 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 exchanged between or among' employers at the Site in accordance with Laws or Regulations. 6.16 Emergencies 1 A. In emergencies affecting the safety or protection of persons or the Work or property at the Site or adjacent liereto, 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 EJCDC C -700 Standard General Conditions of the Construction Contract C opyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 30 of 62 required 'because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. 6.17 Shop Drawings and SC1171pleS A. Contractor shall submit Shop Drawings and Samples to Engineer for review and approval in accordance with the accepted Schedule of Submittals (as required by Paragraph 2.07). Each submittal will be identified as Engineer may require. 1. ShopDrau•ings: a. S' number of copies specified in the General Requirements. 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 E ngineer the services, materials, and equipment Contractor proposes to provide and to enable Engineer to review the information for the limited purposes required by Paragraph 6;.17.D. 2. Samples: a. Slubmit number of Samples specified in the Specifications. b. dearly 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 6.17.D. B. 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. Submittal Procedures: I. Before submitting each Shop Drawing or Sample, Contractor shall have: a. reviewed and coordinated each 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, aid similar information with respect thereto; c. determined and verified the suitability of all materials offered with respect to the ill dicated 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. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page31 of 62 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 and approval of that 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 both a written communication separate from the Shop Drawings or Sample submittal; and, in addition, by a specific notation made on each Shop Drawing or Sample submitted to Engineer for review and approval of each such variation. D. Engineers Review: I. 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 (except where a particular means, method, technique, sequence, or procedure of construction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 3. Engineer's review and approval 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 6.17.C.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's review and approval shall not relieve Contractor from responsibility for complying with the requirements of Paragraph 6.17.C.1. 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. 6.18 Continuing the JVoi A. 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 dr disagreements, except as permitted by Paragraph 15.04 or as Owner and Contractor may otherwise agree in writing. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 32 of 62 6.19 Contractor General Warranty and Guarantee A. ContractOr wai - rants 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,j employees, agents, consultants, and subcontractors shall be entitled to rely on representation of 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, Sub contractors, 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. obseivations 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 then I to by Owner; 4. use qr occupancy of the Work or any part thereof by Owner; 5. any 1eview and approval of a Shop Drawing or Sample submittal or the issuance of a notice of a by Engineer; 6. any inspection, test, or approval by others; or 7. any correction of defective Work by Owner. 6.20 Indemni fication A. To the ftiillest 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 fi and against all claims, costs, losses, and damlages (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 propertyl(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 there to perform any of the Work oil anyone for whose acts any of them may be liable . EJCDC C -700 Standard General Conditions of the Construction Contract Copyright O 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 33 of 62 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 > 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 6.20.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 6.20.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, repor 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. 6.21 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 law. 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, Shop Drawings and other submittals prepared by such professional. Shop 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 arid 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 6.21, 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 6.17.D.1. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page34 of 62 • E. Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. ARTICLE 7 — OTHER WORK AT THE SITE 7.01 Related Work at Site A. Owner i7ay perform other work related to the Project at the Site with Owner's employees, or through !other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then: 1. writen notice thereof will be given to Contractor prior to starting any such other work; and 2. if O4vner and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times that should be allowed as a resat of such other work, a Claim may be made therefor as provided in Paragraph 10.05. B. Contractor shall afford each other contractor who is a party to such a direct contract, each utility owner, and Owner, if Owner is performing other work with Owner's employees, proper and safe access tq the Site, provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work, and properly coordinate the Work with theirs. 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 otherwisle altering such work; provided, however, that Contractor may cut or alter others' work with thei written consent of Engineer and the others whose work will be affected. The duties and responsibilities of Contractor under this Paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of Contractor in said direct contracts between Owner and such utility owners and other contractors. C. If the prd per execution or results of any part of Contractor's Work depends upon work performed by others under this Article 7, Contractor shall inspect such other work and promptly report to Engineei 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 tb 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. • 7.02 Coordination A. If Owner intends to contract with others for the performance of other work on the Project at the Site, the (following will be set forth in Supplementary Conditions: 1. the iiidividual or entity who will have authority and responsibility for coordination of the activities among the various contractors will be identified; 2. the sjecific matters to be covered by such authority and responsibility will be itemized; and 3. the extent of such authority and responsibilities will be provided. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 35 of 62 B. Unless otiherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility for such coordination. 7.03 Legal Relaticitships A. Paragraphs 7.01.A and 7.02 are not applicable for utilities not under the control of Owner. B. Each other direct contract of Owner under Paragraph 7.01.A shall provide that the other contractor is liable to Owner and Contractor for the reasonable direct delay and disruption costs incurred by Contractor as a result of the other contractor's wrongful actions or inactions. C. Contractor shall be liable to Owner and any other contractor under direct contract to Owner for the reasonable direct delay and disruption costs incurred by such other contractor as a result of Contractor's wrongful action or inactions. ARTICLE 8 — OWNER'S RESPONSIBILITIES 8.01 Communications to Contractor A. Except a$ otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer. x.02 Replacement, of Engineer° A. In case of termination of the employment of Engineer, Owner shall appoint an engineer to whom Contractor makes no reasonable objection, whose status under the Contract Documents shall be that of the former Engineer. 8.03 Furnish Data A. Owner shall promptly furnish the data required of Owner under the Contract Documents. 8.04 Pay When Dire A. Owner shall make payments to Contractor when they are due as provided in Paragraphs 14.02.0 and 14.07.C. 8.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements and providing engineering surveys to establish reference points are set forth in Paragraphs 4.01 and 4.05. Paragraph 4.02 refers to Owner's 'identifying and making available to Contractor copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site. 8.06 Insurance A. Owner's responsibilities, if any, with respect to purchasing and maintaining liability and property insurance are set forth in Article 5. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright CO 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 36 of 62 1 8.07 Change Orders 1 A. Owner is obligated to execute Change Orders as indicated in Paragraph 10.03. 1 8.08 InSpeClionS, Tests, and Approvals ) A. Owner's responsibility with respect to certain inspections, tests, and approvals is set forth in Paragrap - 113.03.B. 8.09 Liinilat1o17S n Oi•t77er's Responsibilities A. The Owi er shall not supervise, direct, or have control or authority over, nor be responsible for, Contract is means, methods, techniques, sequences, or procedures of construction, or the safety precautig and programs incident thereto, or for any failure of Contractor to comply with Laws and Regiflations applicable to the performance of the Work. Owner will not be responsible for Contractors failure to perform the Work in accordance with the Contract Documents. 8.10 Undisclosed Hazardous Environmental Condition A. Owner's responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in ' aragraph 4.06. 8.11 Evidence of I inancial Arrangements A. Upon reliuest of Contractor, Owner shall furnish Contractor reasonable evidence that financial arrangements have been made to satisfy Owner's obligations under the Contract Documents. 8.12 Compliance with Safety Program 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 pursuant to Paragraph 6.13.D. ARTICLE 9 — ENGINEER'S STATUS DURING CONSTRUCTION 9.01 Owner's Re resentative 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 constrlucrion are set forth in the Contract Documents. 9.02 Visits to Site A. EngineerT 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 professi9nal 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, Enginee i, for the benefit of Owner, will determine, in general, if the Work is proceeding in accordOce with the Contract Documents. Engineer will not be required to make exhaustive or 1 EJCDC C -700 Standard General Conditions of the Construction Contract j Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. I Page 37 of 62 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 wp11 conform generally to the Contract Documents. On the basis of such visits and observatons, 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 9.09. Particularly, but without limitation, during 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 perforrma�lce of the Work. 9.03 Project Representative A. If Owner and Engineer agree, Engineer will furnish a Resident Project Representative to assist Engineeriin providing more extensive observation of the Work. The authority and responsibilities of any such Resident Project Representative and assistants will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in Paragraph 9.09. If Owner designates another representative or agent to represent Owner at the Site whoi 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. 9.04 it uthori:ed Variations in Work A. Engineer may authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicate0y the Contract Documents. These may be accomplished by a Field Order and will be binding on Owner and also on Contractor, who shall perform the Work involved promptly. If Owner oir Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, or both, and the parties are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Paragraph 10.05. 9.05 Rejecting Defective Work A. Engineer • will have authority to reject Work which Engineer believes to be defective, or that Engineer believes will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as! indicated by the Contract Documents. Engineer will also have authority to require special inspection or testing of the Work as provided in Paragraph 13.04, whether or not the Work is fabricated, installed, or completed. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page38 of 62 9.06 Shop Drawings, Change Orders and Payments A. In connection with Engineer's authority, and limitations thereof, as to Shop Drawings and Samples, see Paragraph 6.17. B. In connection with Engineer's authority, and limitations thereof, as to design calculations and design dirawings submitted in response to a delegation of professional design services, if any, see Paragralh 6.21. I C. In connection with Engineer's authority as to Change Orders, see Articles 10, 11, and 12. D. In connection with Engineer's authority as to Applications for Payment, see Article 14. 9.07 Deter-in/flat/rms Unit Price Work I A. 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 ma 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 Paragraph 10.05. i 9.08 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. All matters in question and other matters between Owner and Contractor arising prior to the date final payment is due relating to the acceptability of the Work, and the interpretation of the requirements of the Contract Documents pertaining to the performance of the Work, will be referred initially to Engineer in writing within 30 days of the event giing rise to the question. B. Engineet will, with reasonable promptness, render a written decision on the issue referred. If Owner r Contractor believes that any such decision entitles them to an adjustment in the Contrac Price or Contract Times or both, a Claim may be made under Paragraph 10.05. The date of Engineer's decision shall be the date of the event giving rise to the issues referenced for the purposes of Paragraph 10.05.B. C. Engineer's written decision on the issue referred will be final and binding on Owner and Contractor, subject to the provisions of Paragraph 10.05. D. When functioning as interpreter and judge under this Paragraph 9.08, Engineer will not show partiality to Owner or Contractor and will not be liable in connection with any interpretation or decision'Irendered in good faith in such capacity. 9.09 Liniitations 071 Engineer's Authority and Responsibilities A. Neither Engineer's authority or responsibility under this Article 9 or under any other provision of the Contract Documents nor any decision made by Engineer in good faith either to exercise EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. j Page39 of 62 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. 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 maintenaifce and operating instructions, schedules, guarantees, bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Paragraph 14.07.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 9.09 shall also apply to the Resident Project Representative, if any, and assistants, if any. 9.10 Compliance with Safety Program A. While at the Site, Engineer's employees and representatives shall comply with the specific applicable requirements of Contractor's safety programs of which Engineer has been informed pursuant to Paragraph 6.13.D. ARTICLE 10 — CHANGES IN THE WORK; CLAIMS 10.01 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 by a Change Order, or a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). B. If Owner and Contractor are unable to agree on entitlement to, or on the amount or extent, if any, of an adjustment in the Contract Price or Contract Times, or both, that should be allowed as a result of a Work Change Directive, a Claim may be made therefor as provided in Paragraph 10.05. • EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 40 of 62 J 10.02 Unallthorizekl 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 as provided in Paragraph 3.04, except in the ease of an emergency as provided in Paragraph 6.16 or in the case of uncovering Work as provided in Paragraph 13.04.D. 10.03 Execution oChange Orders A. Owner And Contractor shall execute appropriate Change Orders recommended by Engineer covering: 1. changes in the Work which are: (i) ordered by Owner pursuant to Paragraph 10.01.A, (ii) required because of acceptance of defective Work under Paragraph 13.08.A or Owner's corilction of defective Work under Paragraph 13.09, or (iii) agreed to by the parties; 2. 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; and 3. changes in the Contract Price or Contract Times which embody the substance of any written deci rendered by Engineer pursuant to Paragraph 10.05; provided that, in lieu of executing any such Change Order, an appeal may be taken from any such decision in accordance with the provisions of the Contract Documents and applicable Laws and Regulations, but during any such appeal, Contractor shall carry on the Work and adhere to the Progress Schedule as provided in Paragraph 6.18.A. 10.04 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 tb, 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. 10.05 Claims A. Engineer' 's Decision Required: All Claims, except those waived pursuant to Paragraph 14.09, shall be referred to the Engineer for decision. A decision by Engineer shall be required as a condition precedent to any exercise by Owner or Contractor of any rights or remedies either may otherwis have under the Contract Documents or by Laws ancI Regulations in respect of such Claims. B. Notice.. V `Witten notice stating the general nature of each Claim shall be delivered by the claimant to Englqer and the other party to the Contract promptly (but in no event later than 30 days) after the start bf the event giving rise thereto. The responsibility to substantiate a Claim shall rest with the party, making the Claim. Notice of the amount or extent of the Claim, with supporting data EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 41 of 62 shall be delivered to the Engineer and the other party to the Contract within 60 days after the start of such event (unless Engineer allows additional time for claimant to submit additional or more accurate data in support of such Claim). A Claim for an adjustment in Contract Price shall be prepared in accordance with the provisions of Paragraph 12.01.B. A Claim for an adjustment in Contract (Times shall be prepared in accordance with the provisions of Paragraph 12.02.B. Each Claim shall be accompanied by claimant's written statement that the adjustment claimed is the entire 4istment to which the claimant believes it is entitled as a result of said event. The opposing ;party shall submit any response to Engineer and the claimant within 30 days after receipt of the claimant's last submittal (unless Engineer allows additional time). C. Engineer's Action: Engineer will review each Claim and, within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any, take one of the followingactions in writing: 1. deny tie Claim in whole or in part; 2. appro''e the Claim; or 3. notifyjthe parties that the Engineer is unable to resolve the Claim if, in the Engineer's sole discretion, it would be inappropriate for the Engineer to do so. For purposes of further resolution of the Claim, such notice shall be deemed a denial. D. In the evert that Engineer does not take action on a Claim within said 30 days, the Claim shall be deemed denied. E. Engineer's written action under Paragraph 10.05.0 or denial pursuant to Paragraphs 10.05.C.3 or 10.05.D Will be final and binding upon Owner and Contractor, unless Owner or Contractor invoke the dispute resolution procedure set forth in Article 16 within 30 days of such action or denial. F. No Claim Ifor an adjustment in Contract Price or Contract Times will be valid if not submitted in accordance with this Paragraph 10.05. ARTICLE 11— COST OF THE WORK; ALLOWANCES; UNIT PRICE WORK 11.01 Cost of the W i* A. Costs Inclrcled: The teen Cost of the Work means the sum of all costs, except those excluded in Paragraph 11.01.B, necessarily incurred and paid by Contractor in the proper performance of the Work. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by Owner, such costs 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 11.01.B, and shall include only the following items: EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page42 of 62 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 incOde, 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, vacation and holiday pay applr;cable 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 ment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained. 3. Paynhents 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 Subdontractor'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 11.01. 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. ihe proportion of necessary transportation, travel, and subsistence expenses of C ontractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment, nliachinery, appliances, office, and temporary facilities at the Site, and hand tools not oHned 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 'ontractor. 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 teens of EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 43 of 62 said rental agreements. The rental of any such equipment, machinery, or parts shall cease \ .Vhen 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. i 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 pen and licenses. f. Losses and damages (and related expenses) caused by damage to the Work, not cipmpcnsated by insurance or otherwise, sustained by Contractor in connection with the p'erfonnance of the Work (except losses and damages within the deductible amounts of p - operty insurance established in accordance with Paragraph 5.06.D), provided such 1, sses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose a 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. Tihe cost of utilities, fuel, and sanitary facilities at the Site. i h. IViinor expenses such as telegrams, long distance telephone calls, telephone service at the S'te, express and courier services, and similar petty cash items in connection with the ork. 1 i. The costs of premiums for all bonds and insurance Contractor is required by the Contract Documents to purchase and maintain. B. Costs E - � hided: The tern 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, archiects, 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 11.01.A.1 or specifically covered by Paragraph 11.01.A.4, all of which are to be considered administrative costs covered by the Contractor's fee. 2. Expe 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 EJCDC C -700 Standard General Conditions of the Construction Contract ;Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 44 of 62 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 Paragraphs 11.01.A. C. Contractor's Fee: When all the Work 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 or when a Claim for an adjustment in Contract Price is determined on the basis of Cost of tie Work, Contractor's fee shall he determined as set forth in Paragraph 12.01.C. D. Docitincihtation: Whenever the Cost of the Work for any purpose is to be determined pursuant to Paragraphs 11.01.A and 11.01.B, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a forin acceptable to Engineer) an itemized cost breakdown together with supporting data. 11.02 Allowances A. It is unckrstood that Contractor Ilas 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. B. Cash Allarl•ances: � I 1. Conti agrees that: a. t1e 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 b. Clontractor'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. Contingelry Allonl•ance: 1. Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unantjicipated 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 'rice shall be correspondingly adjusted. 11.03 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 EJCDC C -700 Standard General Conditions of the Construction Contract !Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 45 of 62 1 • 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. Determinations of the actual quahnitities and classifications of Unit Price Work performed by Contractor will be made by Engineer subject to the provisions of Paragraph 9.07. 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. Owner or1Contractor may make a Claim for an adjustment in the Contract Price in accordance with Paragraph 10.05 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; and • 2. there is no corresponding adjustment with respect to any other item of Work; and 3. Contractor believes that Contractor 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. • ARTICLE 12 — CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES 12.01 Change of Contract Price A. The Contract Price may only be changed by a Change Order. Any Claim for an adjustment in the Contract Price shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. The value! of any Work covered by a Change Order or of any Claim for 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, by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 11.03); or 2. where 'the Work involved is not covered by unit prices contained in the Contract Documents, by a rrmtualiy agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with Paragraph 12.01.C.2); or 3. where 'The Work involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum is not reached under Paragraph 12.01.B.2, on the basis of the Cost of the Work (determined as provided in Paragraph 11.01) plus a Contractor's fee for overh lad and profit (determined as provided in Paragraph 12.01.C). EJCDC C -700 Standard General Conditions of the Construction Contract g opyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 46 of 62 C. Contractor's Fee: 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 11.01.A.1 and 11.01.A2, the Contractor's fee shall be 15 percent; b. for costs incurred under Paragraph 11.01.A.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 12.01.C.2.a and 12.01.0 2.b is that the Subcontractor who actually performs the Work, at whatever tier, will be paid a fee of 15 percent of the costs incun by such Subcontractor under Paragraphs 1 1.01.A.1 and 11.01.A.2 and that any higher tier Subcontractor and Contractor will each be paid a fee of five percent of the amount paid to the next lower tier Subcontractor; d. no fee shall be payable on the basis of costs itemized under Paragraphs 11.01.A.4, 1:1.01.A.5, and 11.01.B; 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 12.01.C2.a through 12.01.0 2.e, inclusive. 12.02 Change of Contract Times A. The Contract Times may only be changed by a Change Order. Any Claim for an adjustment in the Contract Times shall be based on written notice submitted by the party making the Claim to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. B. Any adjustment of the Contract Times covered by a Change Order or any Claim for an adjustment in the Contract Times will be determined in accordance with the provisions of this Article 12. 12.03 Delays A. Where Contractor is prevented from completing any part of the Work within the Contract Times clue to delay beyond the control of Contractor, the Contract Times will be extended in an amount equal to the time lost due to such delay if a Claim is made therefor as provided in Paragraph 12.02.A. !Delays beyond the control of Contractor shall include, but not be Iimited to, acts or EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 47 of 62 neglect l by Owner, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, abnormal weather conditions, or acts of God. B. If Ow,vnef, Engineer, or other contractors or utility owners performing other work for Owner as contemplated by Article 7, 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 equitabl adjustment in the Contract Price or the Contract Times, or both. 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. C. If Contractor is delayed in the performance or progress of the Work by fire, flood, epidemic, abnormal weather conditions, acts of God, acts or failures to act of utility owners not under the control of Owner, or other causes not the fault of and beyond control of Owner and Contractor, then Contractor shall be entitled to an equitable adjustment in Contract Times, if such adjustment is esse4a1 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 described in this Paragraph 12.03.C. D. Owner, Engineer, and their officers, directors, members, partners, employees, agents, consultants, or subcdntractors shall not be liable to Contractor for any claims, costs, losses, or damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by Contractor on or in connection with any other project or anticipated project. 1 E. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delays within the control of Contractor. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of Contractor. ARTICLE 13 — TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.01 Notice of De A. Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to 'Contractor. Defective Work may be rejected, corrected, or accepted as provided in this Article 13. 13.02 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories, and governmental agencies with jurisdictional interests 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. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 48 of 62 13.03 Tests and Inspections A. Contractor shall give Engineer timely notice of readiness of the Work for all required inspections, tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. B. Owner shall employ and pay for the services of an independent testing laboratory to perform all inspections, tests, or approvals required by the Contract Documents except: 1. for inspections, tests, or approvals covered by Paragraphs 13.03.0 and 13.03.D below; 2. that Costs incurred in connection with tests or inspections conducted pursuant to Paragraph 13.04.B shall be paid as provided in Paragraph 13.04.C; and 3. as otherwise specifically provided in the Contract Documents. 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 and obtaining and shall pay all costs in connection with any inspections, tests, or approvals required for Owner's and Engineer's acceptance of materials or equipment to be incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Such inspections, tests, or approvals shall be performed by organizations acceptable to Owner and Engineer. E. 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. F. Uncovering Work as provided in Paragraph 13.03.E shall be at Contractor's expense unless Contractor has given Engineer timely notice of Contractor's intention to cover the same and Engineer has not acted with reasonable promptness in response to such notice. 13.04 Uncovering Work A. If any Work is covered contrary to the written request of Engineer, it must, if requested by Engineer:, be uncovered for Engineer's observation and replaced at Contractor's expense. B. If Engineer considers it necessary or advisable that covered Work be observed by Engineer or inspected or tested by others, 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, furnishing all necessary labor, material, and equipment. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 49 of 62 C. If it is found that the uncovered Work is defective, 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 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 Owner shall he entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. • D. 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 air unable to agree as to the amount or extent thereof, Contractor may make a Claim therefor as provided in Paragraph 10.05. 13.05 Owner May Stop the Work. A. If the Wdrk is defective, or Contractor fails to supply sufficient skilled workers or suitable materials 6r equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, 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. 13.06 Correction oriReinoval of Defective Work A. Promptly after receipt of written notice, Contractor shall correct all defective Work, whether or not fabricated, installed, or completed, or, if the Work has been rejected by Engineer, remove it from the Project and replace it with Work that is not defective. 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 removal (including but not limited to all costs of repair or replacement of work of others). B. When correcting defective Work under the terms of this Paragraph 13.06 or Paragraph 13.07, Contractor shall take no action that would void or otherwise impair Owner's special warranty and guarantee, if any, on said Work. 1.3.07 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 land or areas made available for Contractor's use by Owner or permitted by Laws and Regulations as contemplated in Paragraph 6.11.A is found to be defective, Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions: EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 50 of 62 1. repair such defective land or areas; or 2. correct such defective Work; or 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 other land or areas resulting therefrom. B. If Contractor does not promptly comply with the teens 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. 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) will be paid by Contractor. 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 diefective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Paragraph 13.07, 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. E. Contractor's obligations under this Paragraph 13.07 are in addition to any other obligation or warranty The provisions of this Paragraph 13.07 shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. 13.08 Acceptance of Defective Work A. If, instead of requiring correction or removal and replacement of defective Work, Owner (and, prior to Engineer's recommendation of final payment, Engineer) prefers to accept it, Owner may do so. 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 arbitrations or other dispute resolution costs) 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 pursuant to this sentence. If any such acceptance occurs prior to Engineer's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions; in the Contract Documents with respect to the Work, and Owner shall be entitled to an appropriate decrease in the Contract Price, reflecting the diminished value of Work so accepted. If the parties are unable to agree as to the amount thereof, Owner may make a Claim therefor as provided in Paragraph 10.05. If the acceptance occurs after such recommendation, an appropriate amount of ill be paid by Contractor to Owner. EJCDC C -700 Standard General Conditions of the Construction Contract !Copyright © 2007 National Society of Professional Engineers for EJCDC. Al! rights reserved. Page 51 of 62 13.09 Diener May Correct Defective IVork 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 in accordance with Paragraph 13.06.A, 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, Owner nay, after seven days written notice to Contractor, correct, or remedy any such deficiency. S. In exerclising the rights and remedies under this Paragraph 13.09, Owner shall proceed expeditiqusly. 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, take possession of Contractor's tools, appliances, construcijion equipment and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewher. Contractor shall allow Owner, Owner's representatives, agents and employees, Owner's'tother contractors, and Engineer and Engineer's consultants access to the Site to enable Owner tc exercise the rights and remedies under this Paragraph. C. All clair 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) incurred or sustained by Owner in exercising the rights and remedies under thi'S Paragraph 13.09 will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and Owner shall be entitled to an appropriate decrease in the Contract Price. If the parties are unable to agree as to the amount of the adjustment, Owner may make a Claim therefor as provided in Paragraph 10.05. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacemient 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 13.09. ARTICLE 14 — PA1'MENTS TO CONTRACTOR AND COMPLETION 14.01 Schecule of l'alues A. The Schedule of Values established as provided in Paragraph 2.07.A will serve as the basis for progress payments and will be incorporated into a form of Application for Payment acceptable to Engineerl Progress payments on account of Unit Price Work will be based on the number of units completed. 14.02 Progress Pcii ngents A. Applicati I ons 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 EJCDC C -700 Standard General Conditions of the Construction Contract ;Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 52 of 62 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!hill of sale, invoice, or other documentation warranting that Owner has received the mate and equipment free and clear of all Liens and evidence that the materials and equipment are covered by appropriate property insurance 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. B. Review c f Applications: � I 1. Engineer will, within I 0 days after receipt of each Application for Payment, either indicate in writin g 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: a. tl e Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract Documents (subject tq 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 9107, 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 EJCDC C -700 Standard General Conditions of the Construction Contract !Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 53 of 62 in\folved detailed inspections of the Work beyond the responsibilities specifically asigned to Engineer in the Contract Documents; 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 pe'r'formance of the Work, or d. to Snake any examination to ascertain how or for what purposes Contractor has used the n neys 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 14.02.B.2. Engineer may also refuse to recommend any such payment or, because of subsequently discovered evidence or the results of subsequent inspections or tests, revise or revoke any such payment recommendation previously made, to such extent as may be necessary in Engineer's opinion to protect Owner from loss because: a. the Work is defective, or completed Work has been damaged, requiring correction or replacement; b. the Contract Price has been reduced by Change Orders; c. l iner has been required to con defective Work or complete Work in accordance with Paragraph 13.09; or d. Engineer has actual knowledge of the occurrence of any of the events enumerated in Paragraph 15.02.A. C. Payment Becomes Due: 1. Ten days after presentation of the Application for Payment to Owner with Engineer's recommendation, the amount recommended will (subject to the provisions of Paragraph 14.02.0) become due, and when due will be paid by Owner to Contractor. EJCDC C -700 Standard General Conditions of the Construction Contract Cop © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 54 of 62 D. Reduction in Payment: 1. Owner may refuse to make payment of the full amount recommended by Engineer because: a. claims have been made against Owner on account of Contractor's performance or fOrlishing of the Work; b. 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; c. there are other items entitling Owner to a set -off against the amount recommended; or d. Owner has actual knowledge of the occurrence of any of the events enumerated in Paragraphs 14.02.B.5.a through 14.02.B.5.c or Paragraph 15.02.A. 2. If Ov'ner refuses to make payment of the full amount recommended by Engineer, Owner will • give ( Contractor immediate written notice (with a copy to Engineer) stating the reasons for such action and promptly pay Contractor any amount remaining after deduction of the amoi.int so withheld. Owner shall promptly pay Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor, when Contractor remedies the reasons for stitch action. 3. Upoi a subsequent determination that Owner's refusal of payment was not justified, the amoi.}nt wrongfully withheld shall be treated as an amount due as determined by Paragraph 14.02.C.1 and subject to interest as provided in the Agreement. 14.03 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to Owner no later than the time of payment fi and clear of all Liens. i 14.04 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 (except for items specifically listed by Contractor as incomplete) and request that Engineer issue a certificate of Substantial Completion. • B. Promptly after Contractor's notification, Owner, Contractor, and Engineer shall make an inspectiopi 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 tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 55 of 62 final payment. Owner shall have seven days after receipt of the tentative certificate during which to make; written objection to Engineer as to any provisions of the certificate or attached list. If, after considering such objections, Engineer concludes that the Work is not substantially complete, Engineer will, within 14 days after submission of the tentative certificate to Owner, notify Contractor in writing, stating the reasons therefor. If, after consideration of Owner's objections, Engineer considers the Work substantially complete, Engineer will, within said 14 days, eXecute and deliver to Owner and Contractor a definitive certificate of Substantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as Engineer believes justified after consideration of any objections from Owner. D. At the time of delivery of the tentative certificate of Substantial Completion, Engineer will deliver to Owner and Contractor a written recommendation as to division of responsibilities pending final payment between Owner and Contractor with respect to security, operation, safety, and protection of the Work, maintenance, heat, utilities, insurance, and warranties and guarantees. Unless Owner and Contractor agree otherwise in writing and so inform Engineer in writing prior to Engineer's issuing the definitive certificate of Substantial Completion, Engineer's aforesaid recommendation will be binding on Owner and Contractor until final payment. E. Owner shall have the right to exclude Contractor from the Site after the date of Substantial Completiion subject to allowing Contractor reasonable access to remove its property and complete; or correct items on the tentative list. 14.05 Partial Utilisation I 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 Wbrk 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. Owner at any time may request Contractor in writing to permit Owner to use or occupy any such Bart of the Work which Owner believes to be ready for its intended use and 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 14.04.A through D for th'at part of the Work. 2. Contractor at any time may notify Owner and Engineer in writing that Contractor considers any such part of the Work ready for its intended use and 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 14.04 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. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 56 of 62 4. No use or occupancy or separate operation of part of the Work may occur prior to compliance with 'the requirements of Paragraph 5.10 regarding property insurance. 14.06 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 is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. 14.07 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 inspection, marked -up record clocupnents (as provided in Paragraph 6.12), and other documents, Contractor may make application for final payment following the procedure for progress payments. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by Paragraph 5.04.B.6; b. consent of the surety, any, final anent; Y, Y� payment; c. a list of all Claims against Owner that Contractor believes are unsettled; and • d. complete and legally effective releases or waivers (satisfactory to Owner) of all Lien rights arising out of or Liens filed in connection with the Work. 3. In lieu of the releases or waivers of Liens specified in Paragraph 14.07.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that:; (i) the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls, material and equipment bills, and other indeTtedness 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 inderpnify Owner against any Lien. B. Engineei;'s Review of Application and Acceptance: 1. It 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 EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page57 of 62 documentation as required by the Contract Documents, Engineer is satisfied that the Work has been completed and Contractor's other obligations under the Contract Documents have been ! ulfilled, Engineer will, within ten days after receipt of the final Application for Payment, indicate in writing Engineer's recommendation of payment and present the Application for Payment to Owner for payment. 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 14.09. 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 Payin nt. C. Payment Becomes Due: 1. Thirty days after the presentation to Owner of the Application for Payment and accompanying documentation, the amount recommended by Engineer, less any sum Owner is entitled to set off against Engineer's recommendation, including but not Limited to liquidated damages, will become due and will be paid by Owner to Contractor. • 14.08 Final Complekion Delayed A. If, througl' no fault of Contractor, final completion of the Work is significantly delayed, and if Engineer o confirms, Owner shall, upon receipt of Contractor's final Application for Payment (for Work fully .completed and accepted) and recommendation of Engineer, and without tenninatiitig the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance to be held by Owner for Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if bonds have been furnilshed as required in Paragraph 5.01, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by Contractor to Engineer with the Application for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. 14.09 Waiver of'Clarns A. The making and acceptance of final payment will constitute: 1. a waiver of all Claims by Owner against Contractor, except Claims arising from unsettled Liens,! from defective Work appearing after final inspection pursuant to Paragraph 14.06, from failure to comply with the Contract Documents or the terms of any special guarantees specified therein, or from Contractor's continuing obligations under the Contract Documents; and 2. a waiver of all Claims by Contractor against Owner other than those previously made in accordance with the requirements herein and expressly acknowledged by Owner in writing as still unsettled. EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 58 of 62 ARTICLE 15 — SUSPENSION OF WORK AND TERMINATION 15.01 Oi t rier il'lav Suspend 1'Vork 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 notice in writing to Contractor and Engineer which will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so Fixed. Contractor shall be granted an adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension if Contractor makes a Claim therefor as provided in Paragraph 10.05. 15.02 Olt•ner Mav ITernlinate for Cause • i A. The occurrence of any one or more of the following events will 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 established unde Paragraph 2.07 as adjusted from time to time pursuant to Paragraph 6.04); 2. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; 3. Contractor's repeated disregard of the authority of Engineer; or 4. Contractor's violation in any substantial way of any provisions of the Contract Documents. B. If one of more of the events identified in Paragraph 15.02.A occur, Owner may, after giving Contractor (and surety) seven days written notice of its intent to terminate the services of Contractor: 1. exclude Contractor from the Site, and take possession of the Work and of all Contractor's tools appliances, construction equipment, and machinery at the Site, and use the same to the full extent they could be used by Contractor (without liability to Contractor for trespass or conversion); 2. incorporate in the Work all materials and equipment stored at the Site or for which Owner has aid Contractor but which are stored elsewhere; and 3. com $fete the Work as Owner may deem expedient. C. If Owner proceeds as provided in Paragraph 15.02.B, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds 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) sustained by Owner arising out of or relating to completing the Work, such excess will be paid to Contractor. If such claims, costs, losses, and damages exceed such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses, and damages j incurred by Owner will be reviewed by Engineer as to their reasonableness and, when EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Processional Engineers for EJCDC. All rights reserved. Page 59 of 62 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. D. Notwithstanding Paragraphs 15.02.B and 15.02.C, Contractor's services will not be terminated if Contractor begins within seven days of receipt of notice of intent to terminate to correct its failure to perfori and proceeds diligently to cure such failure within no more than 30 days of receipt of said notice. E. 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. Any retention or payment of moneys due Contractor by Owner will not release Contractor from liability. F. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 5.01.A, the termination procedures of that bond shall supersede the provisions of Paragrapl s 15.02.B and 15.02.C. 15.03 Or1•ner May Terminate For Convenience A. Upon seen 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. competed 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; 3. all cllims, 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) incurred in settlement of terminated contracts with Subcontractors, Supplliers, and others; and 4. reasoillable expenses directly attributable to termination. B. Contract it shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. 15.04 Contractor May Stop Work or Terminate A. If, through no act or fault of Contractor, (i) the Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority, or (ii) Engineer fails to act on any Application for Payment within 30 days after it is submitted, or (iii) Owner fails for 30 days EJCDC C -700 Standard General Conditions of the Construction Contract Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. • Page 60 of 62 • • • 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 suspensign or failure within that time, terminate the Contract and recover from Owner payment on the salve terms as provided in Paragraph 15.03. 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 taiiecl 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 15.04 are not intended to preclude Contractor from making a Claim under Paragraph 10.05 for an adjustment in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to Contractor's stopping the Work as permitted by this Paragraph. ARTICLE 16 — DISPUTE RESOLUTION 16.01 Methods and!Procedures A. Either Owner or Contractor may request mediation of any Claim submitted to Engineer for a decision tender Paragraph 10.05 before such decision becomes final and binding. The mediation will be governed by the Construction Industry Mediation Rules of the American Arbitration Association in effect as of the Effective Date of the Agreement. The request for mediation shall be submitted in writing to the American Arbitration Association and the other party to the Contract. Timely submission of the request shall stay the effect of Paragn 10.05.E. B. Owner and Contractor shall participate in the mediation process in good faith. The process shall be concluded within 60 days of filing of the request. The date of termination of the mediation shall be determined by application of the mediation rules referenced above. C. If the Claim is not resolved by mediation, Engineer's action under Paragraph 10.05.0 or a denial pursuant i to Paragraphs 10.05.C.3 or 10.05.D shall become final and binding 30 days after termination of the mediation unless, within that time period, Owner or Contractor: 1. elects in writing to invoke any dispute resolution process provided for in the Supplementary Conditions; or 2. agrees with the other party to submit the Claim to another dispute resolution process; or 3. gives", written notice to the other party of the intent to submit the Claim to a court of competent jurisdiction. ARTICLE 17 — MISCELLANEOUS 17.01 Giving Notice A. Wlrenev4r any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if EJCDC C -700 Standard General Conditions attic Construction Contract '., Copyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 61 of 62 • 1. delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended; or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 17.02 Computation of Times A. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude t1fe 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 fi the computation. 17.03 Cumulative R!l'tnedies 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 br available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Contract Documents. 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. 17.04 Survival of Obligations A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or tenninaticn or completion of the Contract or termination of the services of Contractor. 17.05 Controlling Law A. This Contract is to be governed by the law of the state in which the Project is located. 17.06 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. • EJCDC C -700 Standard General Conditions of the Construction Contract C opyright © 2007 National Society of Professional Engineers for EJCDC. All rights reserved. Page 62 of 62