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HomeMy WebLinkAboutAgreement_General_09/08/2015 VILLAGE OF TEQUESTA CONTRACT FOR PURCHASE OF SULFURIC ACID THIS CONTRACT is entered into, and effective, this V day of September, 2016, by and between the VILLAGE OF TEQUESTA, FLORIDA, a municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with the laws of the State of Florida, hereinafter "Village "; and SHRIEVE CHEMICAL, COMPANY, a foreign corporation with offices located at 1755 Woodstead Ct., The Woodlands, Texas 77380, hereinafter "Contractor ". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, hereby agree as follows: 1. SCOPE OF SERVICES: The Village and the Contractor both hereby agree to enter into this Contract for Purchase of sulfuric acid, whereby the Contractor shall provide sulfuric acid 93% H2SO4 in tank truck quantities of approximately 3,500 gallons (the "Product ") for the Village's utility department. Pursuant to the Contractor's August 9, 2016 e -mail correspondence, attached hereto as Exhibit A, the Village is authorized to piggyback through September 30, 2017, on the Contractor's current contract with the Town of Jupiter, which was originally procured by the Town of Jupiter in accordance with procedures that comply with the Village's procurement requirements. The Town of Jupiter contract is attached hereto as Exhibit B and is hereby incorporated into this Contract as if fully set forth. 2. COMPENSATION: Pursuant to Exhibit B, and in consideration for the above Scope of Services, pricing is as follows: sulfuric acid 93% - $56.50 per ton freight - $38.00 per ton. TOTAL F.O.B. - $94.50 per ton The Village shall pay the Contractor after receipt of the Product, and within forty five (45) days of receipt of an invoice documenting the amount due. 3. INSURANCE AND INDEMNIFICATION: The Contractor shall provide proof Page 1 of 4 of workman's compensation insurance and liability insurance in such amounts as are specified on Exhibit B, shall name the Village as an "additional insured" on the liability portion of the insurance policy. The Contractor shall at all times indemnify, defend and hold harmless the Village, its agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act, conduct, or misconduct of the Contractor, his/her agents, servants, or employees in the performance of services under this Contract. 4. PUBLIC ENTITIES CRIMES ACT: As provided in Sec. 287.132 -133, Florida Statues, by entering into this Contract or performing any work in furtherance hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within thirty-six (36) months immediately preceding the date hereof. This notice is required by Sec. 287.133(3)(a), Florida Statutes. 5. TERMINATION; NOTICE: This Contract may be terminated by either party upon five (5) days written notice to the other party, in accordance with Exhibit B. Notice shall be considered sufficient when sent by certified mail or hand delivered to the parties at the following addresses: Village Contractor Village of Tequesta Shrieve Chemical Company 345 Tequesta Drive 1755 Woodstead Ct. Tequesta, Florida 33469 The Woodlands, Texas 77380 Attn: Director of Utilities Attn: Ted Threadgill, President 6. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Both the Village and the Contractor agree that this Contract is not a contract for employment and that no relationship of Employee /Employer or Principal /Agent is or shall be created hereby nor shall hereafter exist by reason of the performance of the services herein provided. 7. ATTORNEY'S FEES: In the event a dispute arises concerning this Contract, the prevailing party shall be awarded attorney's fees, including fees on appeal. 8. CHOICE OF LAW; VENUE: This Contract shall be governed and construed in Page 2 of 4 accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to same. 9. AMENDMENTS AND ASSIGNMENTS: This Contract, all Exhibits attached hereto, and required insurance certificates constitute the entire Contract between both parties; no modifications shall be made to this Contract unless in writing, agreed to by both parties, and attached hereto as an addendum to this Contract. The Contractor shall not transfer or assign the performance of services called for in the Contract without prior written consent of the Village. 10. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority and power. The inspector general has the power to take sworn statements, require the production of records and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent and eradicate fraud, waste, mismanagement, misconduct and abuses. 11. PUBLIC RECORDS: In accordance with Sec. 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records, the Contractor must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.070 1, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the Contractor Page 3 of 4 does not transfer the records to the Village. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all public records in possession of the Contractor, or keep and maintain public records required by the Village. If the Contractor transfers all public records to the Village upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Village, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768 -0685 OR AT Imcwi11iams(a teguesta.org OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. IN WITNESS WHEREOF, the parties hereto have executed this Contract the date and year first above written. Page 4 of 5 WITNESSES: SHRIEVE CHEMICAL COMPANY Ted Threadgill, President (Corporate Seal) V LAGE OF TEQUESTA ATTEST: A gail ren n, ayor — 4;'rf ) Lori McWilliams, MMC `GE OF 44 wn Clerk 9 Uj N o ;D A ANC RPpR 2 N O 19� F„....... Page 5 of 5 Janet McCorkle From: Chris Burns <cburns @shrieve.com> Sent: Tuesday, August 09, 2016 10:45 AM To: Samuel Heady Cc: Ted Threadgill; Janet McCorkle; Cindy Bertalotto; Chris Burns Subject: RE: Contract Town of Jupiter (W1635B) That will work for us Samuel. Thank you, Chris Burns Marketing Manager Shrieve Chemical Company Office 400.367.4226 x154 Cell 407.927.5544 Web Site: uwu.shrieve.com From: Samuel Heady [mailto:sheady @tequesta.org] Sent: Tuesday, August 02, 2016 1:14 PM To: Chris Burns <cburns @shrieve.com> Cc: Ted Threadgill <tthreadgill @shrieve.com >; Janet McCorkle <jmccorkle @tequesta.org >; Evelyn Johnson <ejohnson @shrieve.com> Subject: RE: Contract Town of Jupiter (W1635B) Chris and Team, It is that time of year again. I spoke with the Town of Jupiter and you are the apparent low bid on the Sulfuric Acid. The Village of Tequesta would like to use this contract to piggy back on to; as we did last year. I need a yes or no from you to allow me to do so. If I can get this from you by the end of the week; I would greatly appreciate it. Thank you! Sam Heady Deputy Director of Utilities The Village of Tequesta, FL Cell: 561 - 722 -1167 Email: sheady(cDteguesta.org "Plan your work for safety" TOWN OF JUPITER UTILITIES . . . . . . . . . . . . . . . . . INAL ORIG . . ...... . ---------------------- Chemical Bid W1635B Contract for Supplying Sulfuric Acid April 2016 TODD R. WODRASKA MAYOR ILAN KAUFER VICE -MAYOR RON DELANEY COUNCILOR JIM KURETSKI COUNCILOR WAYNE POSNER COUNCILOR ANDREW D. LUKASIK TOWN MANAGER DAVID L. BROWN DIRECTOR OF UTILITIES INDEX TITLE PAGE INDEX 2 ADVERTISEMENT FOR BIDS 3 -4 INSTRUCTIONS TO BIDDERS 5 -14 PROPOSAL 15 -18 SWORN STATEMENT 19 -21 NOTICE OF INTENT TO AWARD 22 AGREEMENT (CONTRACT) 23-28 OPINION OF TOWN ATTORNEY 29 SPECIFICATIONS 30 -31 2 W1635B ADDENDUM NO. 1 TO CONTRACT DOCUMENTS April 14, 2016 PROJECT TITLE: TOWN OF JUPITER CONTRACT FOR SUPPLYING SULFURIC ACID (W1635B) TO: All Plan Holders of Record This addendum forms a part of the Contract Documents and modifies the original Project Documents as noted below. Acknowledge receipt of this Addendum in the space provided on the Bid Proposal form. IN THE FRONT END DOCUMENTS ADD the Front End Documents in its entirety to the Bid Documents included with this addendum. IN THE TECHNICAL SPECIFICATIONS ADD the Technical Specification for Sulfuric Acid in its entirety to the Bid Documents included with this addendum. END OF ADDENDUM 1 W1635B Addendum 1 Page 1 of 1 Fri i�VI�T UPITER Ni °nvl INVITATION TO BID Sealed bids will only be accepted at the Town Clerk's Department, 210 Military Trail, Jupiter, Florida 33458: CONTRACTS FOR SUPPLYING: -- Liquid Chlorine -- (W1635A) -- Sulfuric Acid— (W1635B) -- Sodium Hydroxide (Caustic)— (W1635C) FOR TOWN OF JUPITER UTILITIES JUPITER, FLORIDA Until 2:OOPM, Local Time, May 3, 2016 at which time and place all bids received will be publicly opened and read aloud in the Town Council Chambers. Sealed bids shall be submitted to the Town Clerk, on paper in accordance with the Instruction to Bidders. Bids received after the time and date specified will not be considered. The face of the envelope shall be addressed as follows: Town Clerk Town of Jupiter 210 Military Trail Jupiter, FL 33458 May 3, 2016, 2:00 PM Chemical Bids (W1635) The nature and scope of this project is: Supply the Town of Jupiter Utilities Water Treatment Plant with one or any of the following chemicals for use in the treatment of drinking water: liquid chlorine, sulfuric acid, sodium hydroxide (caustic) for a period of one year beginning October 1, 2016 through September 30, 2017 in accordance with the contract specifications. Each bid includes an alternate Bid Item to supply the chemical(s) for a three year guaranteed unit price. Each of the chemicals will be supplied under separate contracts. All bids must be on a Unit Price basis (F.O.B.) on the Proposal Form. 3 W1 635B Questions concerning the bid shall be directed to Paul Jurczak, Wafter Plant Facilities Manager, in writing (fax: 561 -743- 8733), in accordance with the Instructions to Bidders. Site visits, if desired, may be scheduled with Paul Jurczak at 561 -741 -2602. Bid Documents are available on Demandstar.com on April 4, 2016 and can be downloaded for $5.00 from Demandstar by signing up for a free.agency subscription for the Town of Jupiter at www.demandstar.com Hard copies of Bid Documents may also be purchased at www.demandstar.com by emailing demandstar@onvia.com. Payment for Bid Documents is non - refundable. The Town of Jupiter reserves the right to waive any irregularities and to reject any and all bids. The Town of Jupiter is an equal opportunity employer. By Order of the Town Council, Town of Jupiter Sally Boylan, Town Clerk PUBLISHED: Palm Beach Post DATES: April 3, 2016 4 W1635B INSTRUCTION TO BIDDERS 1. SPECIAL CONDITION - PUBLIC ENTITY CRIMES Any person submitting a bid or proposal in response to this invitation must execute the enclosed form PUR. 7068, SWORN STATEMENT UNDER SECTION 287.133(A), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES, in the spaces(s) provided, and enclose it with the bid /proposal 2. COPIES OF BIDDING DOCUMENTS 2.1 Complete sets of the Bidding Documents in the number and for the non- refundable sum, if any, may be obtained from www.demandstar.com as stated in the Advertisement or Invitation. 2.2 Complete sets of Bidding Documents, including Addenda, shall be used in preparing Bids; Owner does not assume any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. 2.3 Owner in preparing Bidding Documents available on the above terms does so only for the purpose of obtaining Bids on the Work and does not infer a license or grant for any other use. 3. QUALIFICATIONS OF BIDDERS 3.1 To demonstrate qualifications to furnish the goods and special services, each Bidder must be prepared to submit within five days of Owner's request written information, such as financial data, previous experience and evidence of authority to conduct business in the jurisdiction where the project is located. 3.2 Each Bid must contain evidence of Bidder's qualification to do business in the state where the project is located. 3.3 No Bid will be accepted from, nor will any contract be awarded to any person who is in arrears to the Owner, upon any debt or contract, or who is a defaulter, as surety or otherwise, upon any obligation to Owner, or any other governmental agency or entity, or who is deemed irresponsible or unreliable by the Owner. 3.4 No Bid will be accepted from nor will any contract be awarded to any individual, firm, partnership, corporation or association who is currently in litigation with the Owner or who is providing testimony in current litigation against the Owner or who has a financial interest in any litigation against the Owner. 5 W1635B 3.5 Any Bidder who does not meet the qualification requirements of the Bid will not be considered for award. 3.6 Owner reserves the right to request additional experience and reference information of the Contractor and his/her major subcontractors as may be required to conduct a thorough review of qualifications. 4. EXAMINATION OF CONTRACT DOCUMENTS AND SITE 4.1 Before submitting a Bid, each Bidder must (a) examine the Bidding Documents and all Addenda thoroughly, (b) visit the site to familiarize himself with local conditions that may in any manner affect cost, progress or performance of the Work, (c) familiarize himself with federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of the Work; and (d) study and carefully correlate Bidder's observations with the Bidding Documents. 4.2 Site is accessible to the Bidder by appointment only to conduct such investigations and tests as each Bidder deems necessary for submission of his Bid. Appointments may be scheduled with Paul Jurczak, Water Plant Facilities Manager at (561) 741 -2602. 4.3 The submission of a Bid will constitute an incontrovertible representation by the Bidder that he has complied with every requirement of this Article 4 and that the Bidding Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of the Work. 5. INTERPRETATIONS All questions about the meaning or intent of the Bid Documents shall be submitted to The Town of Jupiter Utilities, Attn: Paul Jurczak, Water Plant Facilities Manager in writing by Fax (561) 743 -8733. Replies will be issued by Addenda if determined necessary, through Demandstar.com. Questions received less than three days prior to the date for opening of Bids will not be answered. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. 6. BID SECURITY: Not Required 6 W1635B 7. CONTRACT DURATION The Contract duration for the Base Bid is one year beginning October 1, 2016 and ending September 30, 2017. The Contract duration for the Alternate Bid is three years beginning on October 1, 2016 and ending September 30, 2019. Owner reserves the right to request the successful bidder begin the contract prior to October 1, 2016. If a Contract is initiated prior to October 1, 2016 the Contract expiration dates will remain as stated. 8. BID PRICE 8.1 The price must be quoted as the TOTAL NET DELIVERED AMOUNT. The Town will be obliged to pay based on the contract unit price. The quantities indicated on the Proposal form are approximate and are used to establish bid prices. The Town does not guarantee this quantity as a minimum or maximum amount. Bidder certifies that the Contract Unit Price is valid regardless of the quantity purchased. 8.2 Since the Town is exempt from Federal Excise Tax, the Federal Transportation Tax, and Florida State Sales Tax, these taxes are NOT to be included in the bid prices. Necessary exemption certificates will be supplied to vendors for direct sales to the Town that are paid from Town funds. 8.3 Prices shall be shown in unit amounts, written in numerical figures, and extensions whenever applicable. In the event of discrepancies existing between unit amounts and extension or totals, the written unit amounts shall govern. 8.4 Discrepancies in the multiplication of estimated quantities and unit prices will be resolved in favor of the unit prices. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. 8.5 All applicable discounts shall be included in the Bid Price for materials and services and will be considered as determining factors in recommending an award in case of tie bids. Discounts extended to Owner shall include but not be limited to those discounts normally extended to governmental agencies as well as the private sector. 8.6 Chain discounts are not acceptable and will not be considered in determining an award. Firm discounts and prices are to be quoted for the specified terms of the contract. 9. BID FORM 9.1 The Bid Form is included herein (see Proposal). 7 W1635B 9.2 Bid Forms must be completed in ink, typed or handwritten. The Bid price of each item on the form must be stated in numerals. Supplier must bid on or indicate "No Bid" for all alternates on the bid form. All bid forms must be filled out in their entirety. Figures must be provided for all unit prices and values. Incomplete bid forms may be considered non- responsive. 9.3 Bids by corporations must be executed in the corporate name by the president or a vice - president (or other corporate officer accompanied by evidence of authority to sign) and the corporate seal must be affixed and attested by the secretary or an assistant secretary. The corporate address and state of incorporation shall be shown below the signature. 9.4 Bids by partnerships must be executed in the partnership name and signed by a partner, whose title must appear under the signature and the official address of the partnership must be shown below the signature. 9.5 All names must be typed or printed clearly below the signature. 9.6 The Bid shall contain an acknowledgment of receipt of all Addenda (the numbers of which shall be filled in on the Bid Form). 9.7 The address and phone number, to which communications regarding the Bid, are to be directed must be shown. 9.8 If the Bid form contains Alternate(s), Bidder must bid on the Alternate(s) or indicate "No Bid" for the Unit Price on the Bid Proposal form. 10. SUBMISSION OF BIDS Two Bids (one original and one copy) shall be submitted at the time and place indicated in the Advertisement for Bids and shall be included in an opaque sealed envelope, marked with the Project title and name and address of the Bidder and accompanied by all other required documents. If the Bid is sent through the mail or other delivery system the sealed envelope shall be enclosed in a separate envelope with the notation "BID ENCLOSED" on the face thereof, with the Project name on the front. 11. MODIFICATION AND WITHDRAWAL OF BIDS 11.1 Bids may be modified or withdrawn by an appropriate document duly executed (in the manner that a Bid must be executed) and delivered to the place where Bids are to be submitted at anytime prior to the opening of Bids. 8 W1635B 11.2 If, within twenty -four hours after Bids are opened, any Bidder files a duly signed written notice with Owner and promptly thereafter demonstrates to the reasonable satisfaction of Owner that there was a material and substantial mistake in the preparation of his Bid, that Bidder may withdraw his Bid and the Bid Security will be returned. Thereafter, that Bidder may be disqualified from further bidding on the Work. If a notice is filed with Owner after 24 hours then the Contractor will sacrifice his Bid Bond. 12. OPENING OF BIDS 12.1 Bids will be opened publicly. 12,2 When Bids are opened publicly they will be read aloud, and an abstract of the amounts of the base Bids and major alternates (if any) will be made available after the opening of Bids. 13. BIDS TO REMAIN OPEN All Bids shall remain open for ninety (90) days after the day of the Bid opening, but Owner may, in his sole discretion, release any Bid and return the Bid Security prior to that date. 14. AWARD OF CONTRACT 14.1 Owner reserves the right to reject any and all Bids, to waive any and all informalities and to negotiate contract terms with the Successful Bidder, and the right to disregard all nonconforming, non - responsive or conditional Bids. Discrepancies between words and figures will be resolved in favor of words. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum. Discrepancies between the indicated value and the correct value as calculated by the product of the unit price and the estimated quantity, will be resolved by using the stated unit price. 14.2 In evaluating Bids, the Owner shall consider the qualifications of the Bidders whether or not the Bids comply with the prescribed requirements, alternates, and unit process, if requested in bid form. 14.3 Owner may consider operating costs, maintenance considerations, performance data and guarantees of materials and equipment in evaluating bids. 14.4 Owner may conduct such investigations as he deems necessary to assist in the evaluation of any Bid and to establish the responsibility, qualifications and financial ability of the Bidders, proposed Subcontractors and other persons and organizations to do the Work in 9 W1635B accordance with the Contract Documents to Owner's satisfaction within the prescribed time. 14.5 Owner reserves the right to reject the Bid of any Bidder who does not pass any such evaluation to Owner's satisfaction. 14.6 If the contract is to be awarded, it will be awarded to the lowest responsive Bidder based on the Total Base Bid Cost F.O.B. (per Ton) or the Total Alternate Bid Cost F.O.B. (per Ton) on the Bid Form whose evaluation by Owner indicates to Owner that the award will be in the best interest of the Owner. 14.7 If the contract is to be awarded, for either the Base Bid Cost F.O.B. (per Ton) or the Alternate Bid Cost F.O.B. (per Ton), Owner will issue a purchase order to the Supplier each year of the contract period at the beginning of each fiscal year (October). 14.8 If the contract is to be awarded, Owner will give the Successful Bidder a Notice of Award within ninety (90) days after the day of the Bid opening. 14.9 More than one Bid received for the same work from an individual, firm, partnership, corporation or association under the same or different names will not be considered. If, in the determination of the Owner, there is reasonable grounds for believing that any Bidder is interested in more than one Bid for the same work, or that any collusion exists among the Bidders, this will result in the rejection of the Bids of those Bidders who participated in those Bids. In either case the Owner may deem those Bidders not to be a responsible or qualified Bidder. 15. SIGNING OF AGREEMENT When Owner gives a Notice of Intent to Award to the Successful Bidder (aka Supplier), it will be accompanied by two unsigned counterparts of the Agreement and all other Contract Documents. Within fifteen (15) calendar days thereafter Supplier shall sign and deliver both sets of the Agreement to Owner with all other Contract Documents attached. Within sixty (60) days thereafter, Owner will deliver one fully executed agreement to Supplier. 16. CONTRACT CANCELLATION The Town of Jupiter reserves the right to cancel the Contract at any time with a thirty (30) day written notice. Town will be obligated only to pay Supplier for chemical delivered to and received by the Town prior to the end of the thirty (30) day notice. 10 W1635B 17. INDEMNIFICATION By placing a bid, the bidder agrees to indemnify and hold the Town of Jupiter, its agents, employees and elected officers free and harmless at all times from and against any and all claims, liability, expenses, losses, suits, costs, fines, and damages (including attorney's fees) arising out of or incident to or in connection with the bidder's responsibility to perform under this contract. This agreement in no way restricts or interferes with the right of any political subdivision of Palm Beach County, Florida, to re -bid any or all items. 18. EQUAL OPPORTUNITY The Town of Jupiter recognizes fair and open competition as a basic tenet of public procurement. Contractors doing business with the Owner are prohibited from discriminating on the basis of race, color, creed, national origin, handicap, age or sex. 19. OCCUPATIONAL HEALTH & SAFETY 19.1 In compliance with Chapter 442, Florida Statutes, any toxic substance listed in Section 38F -41.03 of the Florida Administrative Code delivered as a result of this Bid must be accompanied by a Safety Data Sheet ( "SDS ") which may be obtained from the manufacturer. The SDS must include the following information: 19.1.1 The chemical name and the common name of the toxic substance. 19.1.2 The hazards or other risks in the use of the toxic substance including: a) The potential for fire, explosion, corrosively and reactivity; b) The known acute and chronic health effects of risk from exposure including the medical conditions which are generally recognized as being aggravated by exposure to the toxic substance; and c) The primary routes of entry and symptoms of over exposure. 19.1.3 The proper precautions; handling practices, necessary personal protection equipment and other safety precautions in the use of or exposure to the toxic substances, including appropriate emergency treatment in case of exposure. 19.1.4 The emergency procedure for spills, fire, disposal and first aid. 19.1.5 A description in lay terms of the known specific potential health risks posed by the toxic substance intended to alert any person reading this information. 11 W1635B 19.1.6 The year and month, if available, that the information was compiled and the name, address, and emergency telephone number of the manufacturer responsible for preparing the information. 20. AUDIT RIGHTS 20.1 The Owner reserves the right to audit the records of the successful Bidder for the commodities and /or services provided under the Contract at any time during the performance and term of the Contract and for a period of five (5) years after completion and acceptance by the Owner. If required by the Owner, the successful Bidder agrees to submit to an audit by an independent certified public accountant selected by the Owner. The successful Bidder shall allow the Owner to inspect, examine and review the records of the successful Bidder in relation to this Contract at any and all times during normal business hours during the term of the Contract. 20.2 The Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Contract and in furtherance thereof may demand and obtain records and testimony from the Contractor and its subcontractors and lower tier subcontractors. The Contractor understands and agrees that in addition to other remedies and consequences provided by law, the failure of the Contractor or its subcontractors or lower tier subcontractors to fully cooperate with the Office of Inspector General of Palm Beach County when requested may be deemed by the municipality to be a material breach of this contract justifying its termination. The Office of Inspector General in Palm Beach County is established by Palm Beach County Code, Section 2 -421 - 2 -440. Failure to cooperate with the Inspector General or interfering with or impeding any investigation shall be in violation of Palm Beach County Code, Section 2 -421 — 2 -440, and be punished pursuant to Section 125.69, Florida Statutes, in the same manner as a second degree misdemeanor. 21. CONFLICT OF INTEREST The award hereunder is subject to the provisions of Chapter 112, Florida Statutes. Bidders must disclose with their Bid the name of any officer, director, partner, proprietor, associate or agent who is also a public officer or employee of the Owner or any of its agencies. Further, all Bidders must disclose the name of any public officer or employee of the Owner who owns, directly or indirectly, an interest of five percent (5 %) or more in the Bidder's firm or any of its branches or affiliate companies. 12 W1635B 22. SPECIAL LEGAL REQUIREMENTS 22.1 PUBLIC RECORDS The SUPPLIER shall comply with public records laws Chapter 119, Florida Statutes, specifically to: Keep and maintain public records that ordinarily and necessarily would be required by the TOWN in order to perform the service; Provide the public with access to public records on the same terms and conditions that the TOWN would provide the records and at a cost that does not exceed the cost provided in Chapter 119, F.S. or as otherwise provided by law; Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed exempt as authorized by law; Meet all requirements for retaining public records and transfer, at no cost, to the TOWN all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt of confidential and exempt from public disclosure requirements. All records stored electronically must be provided to the TOWN in a format that is compatible with the information technology systems of the TOWN. If the SUPPLIER does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. 119.0701 Contracts; public records. — (1) For purposes of this section, the term: (a) Contractor" or "Supplier" means an individual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency is provided under s. 119.011(2). (b) "Public agency" means a state, county, district, authority, or municipal officer, or department, division, board, bureau, commission, or other separate unit government created or established by law. (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt 13 W 1635B from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. 22.2 OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES The Town of Jupiter encourages and agrees to the successful bidder extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful bidder. 14 W1635B 1 Bidding Company Namo: ✓e i PROPOSAL TO TOWN OF JUPITER UTILITIES FOR CHEMICAL BID CONTRACT FOR SUPPLYING SULFURIC ACID (W1635B) j Town of Jupiter 210 Military Trail Jupiter, Florida 33458 i Gentlemen: The undersigned as Bidder does declare that no person or persons other than the Bidder herein named had any interest in this Proposal or in the contract to be taken, and that it is made without any connection with any other person making a Proposal for the same item(s), and is in all respects fair and without collusion or fraud. i The undersigned further declares that he has carefully examined the specifications and is thoroughly familiar with its provisions and with the quality, type and grade of materials called for. f It is proposed that the project herein described shall be constructed for the Unit Prices as follows, all in accordance with the requirements and provisions of the Contract j. Documents. The quantities stated below are one (1) year and three (3) year estimates. Actual quantities may be less than or exceed the estimated quantities below. The undersigned further declares that he proposes to furnish the item(s) called for within the specified time in this Proposal for the following prices: Base Bid: (1 year Contract Period) Contract for Supplying Sulfuric Acid -Estimated Quantity 4,452 Tons (1 -year period) Unit price (E'er Ton) $ J Freight (Per Ton) $ 3 •00 Total Base Bid Cost F.O.B. (Per Ton) $ a t i's/ ..S O Total Base Bid Cost for 4,452 Tons (F.O.B) $ W6 7/V 6 6 I i i 15 W16358 Alternate Bid: (3 year Contract Period) Contract for supplying Sulfuric Acid- Estimated Quantity 13,356 Tons (3 year period) Unit Price (Per Ton) $ Freight (Per Ton) Total Alternate Bid Cost F.O.B. (Per Ton) $ Total Alternate Bid Cost for 13,356 Tons (1'.0.13) $ - 1, - 73(p , dbl - 00 Total Alternate Bid Estimate Annual Cost F.O.B. (Tons) $ - 4 I. (THIS SPACE INTENTIONALLY LEFT BLANK.) 16 W1636B The undersigned furthermore agrees that, in case of failure on his part to execute .said contract within (15) days after being awarded the contract may forfeit his right to the contract and Owner may choose to offer the contract to the next low bidder or re -bid the contract. The undersigned understands and accepts that the Contract commences on October 1, 2016 and continues for one year, ending September 30, 2017 if the contract is awarded based on the Total Base Bid; or continues for three years, ending on September 30, 2019 if the contract is awarded for the Total Alternate Bid. The undersigned i understands and accepts that the Owner may elect to commence the Contract prior to October 1, 2016 and that the Contract expiration dates will remain as stated. The undersigned, acknowledges that payments made by the Town of Jupiter will be made via electronic funds transfer (EFT) and vendor will provide the Town of Jupiter with the information required to make EFT payments. The undersigned understands and accepts that Owner will issue a purchase order in October of each year of the contract period for the estimated annual quantity at the Total Base Bid Cost (F.O.B.) or the Total Alternate Bid Cost (F.O.B,), whichever the Contract is awarded fo Payment to the SUPPLIER will be based on the Total Base Rid Cost F.O.B. (per Ton) or Total Alternate Bid Cost F.O.B. (per ton) based on actual quantities delivered to and received by the Owner. The undersigned agrees that all bid documents issued for this Contract, including addenda, have been reviewed and site visits performed, as necessary to provide a comprehensive bid. The undersigned acknowledges receipt of, (insert number) Addenda for this Bid. The undersigned is aware that The Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of ! this Contract and in furtherance thereof may demand and obtain records and testimony from the Contractor and Its subcontractors and lower tier subcontractors. The Contractor understands and agrees that in addition to other remedies and consequences provided by law, the failure of the Contractor or its subcontractors or 17 1 W1636B I I lower tier subcontractors to fully cooperate with the Office of Inspector General of Palm 1 Beach County when requested may be deemed by the municipality to be a material j breach of this contract justifying its termination. The Office of Inspector General in Palm Beach County is established by Palm Beach County Code, Section 2 -421 — 2 -440. Failure to cooperate with the Inspector General or interfering with or impeding any investigation shall be in violation of Palm Beach County Code, Section 2 -421 — 2 -440, and be punished pursuant to Section 125.69, Florida Statutes, in the same manner as a second degree misdemeanor. I i The undersigned states that this proposal is the only proposal for this project in which he is interested. COMPANY NAM Ol emic;d BUSINESS ADDRESS 7.5S Woo4sJeM C Jke - 7 3 bb i BUSINESS TELEPHONE SIGNATURE OF RESPONSIBLE OFFICIA PRINT NAME & TITLE t LA 1 heeu9 �) Protsid&,t CCU I STATE OF INCORPORATION TF145 DATE OF BID SUBMISSION 1� i I I 1 kl I i 1 1 18 I W1635B 1 i SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a), STATUES, ON PUBLIC ENTITY CRIMES i THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to c.ir [print name of the public entity] [ i r by e r �a 9 �� � i e.5 ► cIEII � L {> [print indivi (Tual's name and title] for y��rrG� � ^ eamp a- _ 1 [print name of entity submittidg sirorn statement] whose business address is: �l r c ►dci'tc��c 3� 7 - 77,380 - - and (if applicable) its Federal Emplo er Identification Number (FEIN) is: (if the entity has no FEIN, include the Social Security Number of the individual signing this sworn Statement: ) 2. 1 understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United . States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. p 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding or guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after I July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty ` or nolo contendere. 4. 1 understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida g p , Statutes, means: 19 W1635B � i a. A predecessor or successor of a person convicted of a public entity crime: or b. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term affiliate includes those officers, directors, executives, partners, i shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting i a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted 1 of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. 1 understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any f state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, j directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [indicate which statement applies.] i X Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity, has been charged with and convicted of a public entity crime subsequent to July 1, 1989. f The entity submitting this sworn statement, or one or more of its officers, 1 directors, executives, partners, shareholders, employees, members, or agents t who are active in the management of the entity, or an affiliate of the entity has I been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, j directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, i 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in public interest to place the entity submitting this sworn statement on the convicted vendor list. i 20 W 16368 ` 1 [attach a copy of the final order] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE � IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED, I ALSO 'UNDERSTAND -THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO . A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTIO 287:017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE;IN THE INFO ATIOP GO NTAINED IN THIS FORM. K YY [5lgnature] Sworn to and - subscribed before me this day of, A n t P ?OI& . Personally known ty OR Produced identification Notary Public- State of Tf - (Type of Identification) My commission expires .(Printed typed .o� stamped commissioned name notary public) pIVNE1IE.$0 MORRISON .`t+ NoI9rY Pub11c, State Ot Texas t r T j� my,Oommileton t 010s bt +§ July 17,.2011 nun „ o 21 W1635S r ADDENDUM NO. 1 j TO CONTRACT DOCUMENTS April 14, 2016 PROJECT TITLE: TOWN OF JUPITER CONTRACT FOR SUPPLYING SULFURIC ACID (W163513) TO: All Plan Holders of Record This addendum forms a part of the Contract Documents and modifies the original Project Documents as noted below. Acknowledge receipt of this Addendum In the space provided on the Bid Proposal farm. i i IN THE FRONT END DOCUMENTS ADD the Front End Documents In Its entirety to the laid Documents included with this addendum. IN THE TECHNICAL SPECIFICATIONS ` ADD the Technical Specification for Sulfuric Acid in its entirety to the Bid Documents included with this addendum. ` I 1 END OF ADDENDUM 1 j I i J • 33. 3 W1635B Addendum 1 Page 1 of 1 ! i i I J Shrieve. Chemical Company 17M Woodscead.Court The Woodlands, Texas 77380 800- 367 -4226 Fax: 281 -367 -0071 l Monday, April 25, 2016 To: Town of Jupiter From: Shrieve Chemical Re: Chemical Bid W1635B- Sulfuric Acid I This affidavit attests that our sulfuric acid complies with all applicable specifications referenced within the bid. We have also attached a typical certificate of analysis to illustrate this as well. E Thankyou. Regards, Chs''%��i L{.Yt�LJr Chris Burns Shrieve Chemical, SC Region 204 S Lake Florence Dr. Winter Haven, FL 33884 P 800.367.4226 F 281 .367.0071 i I 3 AN moat 7 8813 Highway 41 South - Riverview, Florida 33569 Telephone 813. 677 -9111 - Telex 52666 FAX - Accounting 813.6716283 SULFURIC ACID TYPICAL AVERAGE PRODUCTION SPECIFICATIONS Sulfuric Acid (H2S0j) 93.0% Iron (Fe) < 20 ppm ' Reducing Substances as S02 <20 ppm Nitrates as NO3 <10 ppm Chlorides as Cl < 5 ppm ! " Ammonium as NH4' < I ppm Heavy Metals as Pb < 1 ppm Aluminum (A)) < 0.5 ppm Antimony (Sb) < 0.5 pp m Arsenic (As) < 1.0 ppm Cadmium (Cd) < 0.5 ppm Chromium (Cr) < 1 ppm Copper (Cu) < 0.5 ppm Lead (Ph) < 1 ppm Manganese (Mu) < 0.5 ppm Mercury (Hg) < 20 ppb Nickel (NQ < 0.5 ppm Platinum (Pt) < 0.5 ppm Potassium (K) < 1 ppm Selenium (Se) < 0.5 ppm Zinc (Zn) < 0.5 ppm Fixed Residue 110 ppm Organic Matter < 10 ppm Color 30 Turbidity (NTU) < 1 i i NSF 1 Certified to I max. Use: ANSIINSF -60 50 mg1L j r Flo 1 - ite of Department of State { E I certify from the records of this office that SHRIEVE CHEMICAL COMPANY is a Texas corporation authorized to transact business in the State of Florida, qualified on Novein er 20, 2003. The document number of this corporation is F03000005952. I further co reify that said co poration has paid all fees due this office through December : 3I ; 2016, that its mostxecent annual report /uniform business report was filed, on January 22, 2016, and that its status is active, I further .certify that said coiporation has not filed a Certificate of Withdrawal. Given antler my Band and the Great Seal of the State of Florida tit Tallahtrssee, the Capital, this the Tfvew"econif day of Jaiurary, 2016 j� Secretary of S tate Tracking Naimben CC5Z52462743 To Ant naiticate.this cortifiente,visit the following site,enter this number, and then follow the insfrneifons dispMyed. littps: / / spryiets.sunbiz.org/ filings/ Certif+ icate015. tatias /CortificateAutlianticatlon i z { Shrieve Chemical Company 1755 Woodstead Court The Woodlands, Tcxas 77380 800 -367 -4226 ! Fax; 281- 367 -0071 i References: 1. City of Hollywood -Ralph Dirks- Purchasing Manager, 954 - 921 -3323, Multi -year f i 2. City of Boynton Beach -Janet Allen- Purchasing Manager, 561- 742 -6322 i 1 3. Indian River -Vero Beach -Jerry David - Purchasing Manager, 772 -226 -1418, Multi -year 3 f 4. City of Cape Coral -Chris Hoffman- Purchasing Manager, 239 -574 -0841, Multi -Year ' i f 5. City of Sarasota- Peter, Purchasing Manager, 941- 951 -4198, Multi Year i Regards, i Ch.Yi.�3rtisrw� Chris Burns f l Shrieve Chemical, SE Region { 204 S Lake Florence Dr. Winter Haven, FL 33884 P 800.367.4226 F 281.367.0071 i i i So W H � s. 'dOHy r V � t7 p o �� s a��.�5� If 11 ►�' � ro V ft I TI M Q s w ~I n v N p . r� v O� to fly i - � 1 SAFETY DATA SHEET SULFURIC ACID 1 Rev. Date: 02116/2015 Si�rleve I 1. IDENTIFICATION I � 3 Product Name (s) SULFURIC ACID Product Use pH adjustment, water treatment and various industrial applications. 1 Supplier Shrieve Chemical Company 1755 Woodstead Court, The Woodlands, TX 77380 -USA Contact Numbers 800- 367 -4226 E -mail Contact for SDS Cust- Serv(&shrieve.com (customer service) Emergency Telephone CHEMTREC: 800 - 424 -9300 Number 2. HAZARDS IDENTIFICATION Hazard Classification Precautionary Statements Skin Corrosion, 1D DANGERI Causes severe skin burns and eye damage. E r Causes serious eye damage. May be corrosive to Eye Damage, l metals Corrosive to metals,1 Do not breathe mists or vapors. Wash hands, face and forearms thoroughly after handling. Wear protective gloves, protective clothing, eye and face protection. Keep only in original container. i If swallowed rinse mouth, do NOT induce vomiting. If on i skin or hair take off immediately all contaminated clothing. Rinse skin with water /shower. Wash contaminated clothing before reuse. If Inhaled remove person to fresh air and keep comfortable for breathing. Immediately call a doctor or poison control center. If in eyes rinse cautiously with water for several minutes. Remove contact lenses if present and easy to do so. Continue rinsing. Seek immediate medical attention Absorb spillage to prevent material damage. Store locked up. Store in a corrosion resistant container with a resistant liner, . Dispose of contents/container in accordance with local /state/federal regulations. I i i 1 { Shrieve Chemical Company Page 118 i 1 i SAFETY DATA SHEET 1 � SULFURIC ACID Rev. Date: 02/16/2015 st�riev� I I i i 3. COMPOSITION/ INFORMATION ON INGREDIENTS I Des0rI0%D) Mixture component CAS No. Cone, Sulfuric Acid 7664 -93-9. 93 =98 Water 7732 -18 -5 balance I k FIRSTAID.MEASURES Inhalation Remove victim from immediate source of exposure and assure that the victim is breathing. If breathing is difficult, administer oxygen, if available. if victim is not breathing; adrninlster CPR (ordio- pulmonary resuscitation). Seek medical attention. Skirl In case of contact, immediately wash with plenty of water for at least 15 minutes. Seek medical attention. If Irritatlon ;develops, or persists. Remove contaminated clothing and shoes. Clean contaminated clothing and shoes before reuse Eye Obtain Immediate medical attention. Immediately flush eye with plenty of water for at least 20 -60 minutes.while holding eyellds open. Ingest loll If victim Is conscious and alert, give 2.3 glasses of water to drink and do not Induce j vomiling. Seek immediate medical .attention,. Do not leave victim unattended. To prevent, aspiration -of swallowed product, lay victim on side with head tower than waist. Vomiting may occur spontaneously. If,-vomiting occurs and the victim is conscious, give water to further dilute the chemical 5. FIRE FIGHTING MEASURES Extinguishing media Use extinguishing media suitable for surrounding fire f Unsultable. axtinoulshing None. media Fire fighting procedures Firefighters should .wear NIOSH /MSHA . approved positive pressure breathing apparatus with full .face -piece and full acid - resistant protective clothing. Fight fire from maximum distance, Reacts violently with water releasing heat and corrosive material. Comilustlon products Oxides of sulfur, i Shrleve Chemical Company Page 2/8 i f i i ; SAFETY DATA SHEET SULFURIC ACID Rev. Date: 02/16/2015 i Sh rieve I S. ACCIDENTAL RELEASE MEASURES I Personal Precautions Personnel handling this material should be thoroughly trained to handle spills and I releases. Do not direct hose streams into an unignited transportation spill (tank truck or tank car). Personal Protection Wear protective clothing specified for normal operations (see section 8). i Environmental Protection Do not slush to drain. Runoff from fire control or dilution water may cause pollution. I ' Stop leak If it can be done without risk. Dike spill using absorbent or impervious Clean up methods -small materials such as earth, sand or clay. Dike or retain dilution water or water from spillage firefighting for later disposal. Clean up methods -large Stop leak if it can be done without risk. Dike spill using absorbent or impervious spillage materials such as earth, sand or clay. Dike or retain dilution water or water from firefighting for later disposal. Pump any free liquid into an appropriate closed container. Exercise caution during neutralization as considerable heat may be generated. Carefully neutralize spill with soda ash. Absorb neutralized spill with an l j Inert absorbent. Scrape up and place in appropriate closed container (see Section 7: Handling and Storage). j i E 7. HANDLING AND STORAGE Do not breathe vapors and mists. Do not get on skin or in eyes. This product reacts f Handling violently with bases liberating heat and causing spattering. tt When diluting an acid, ALWAYS add the acid slowly to water and stir well to avoid spattering. NEVER ADD WATER TO ACID. Storage Store in tightly closed containers. Store in an area that is dry, well- ventilated, diked with impermeable material. I 8. EXPOSURE CONTROLS /PERSONAL PROTECTION I Occupatonal exposure limits TWA (8 hours) STEL (15 min) Celling Components: list name pm m m3 Other ppm mg /m3 Other ppm mg /m3 Other Notes SulfurIcAcld USACGIH OSHA PEL 1 j a i 1 i Shrieve Chemical Company Page 3/8 i i i SAFETY DATA SHEET SULFURIC ACID Rev. Date; 0211612015 iELhrlevs Qccu p ational Exposure Provide adequate ventilation. If this product contains Ingredients with exposure limits, Standards personal, workplace - atmosphere or biological monitoring may be required to I determine the effectiveness of the ventilation or other control measures and /or the necessity to use respiratory protective equipment. Engineering Control Where engineering controls are indicated by use conditions or a .potential for i Measures excessive exposure exists, the following traditional exposure control techniques may be used to effectively :minlmize employee exposures: local exhaust ventilation at the point of generation. Respiratory Protection When respirators are required, select NIQSH /MSHA approved equipment based on actual or potential airborne concentrations and In accordance with the appropriate regulatory standards and /or industrial recommendations. Under normal conditions, In the absence of other airborne contaminants, the following devices should do rotectlon from'this material up to the conditions specified by the appropriate OSHA,'WHMIS or, ANSI standard(s): Air - purifying (half- masklfull -face) respirator With cartridges/canister approved for use against acid gases, i Hand Protection Chemical resistant gloves: . Eye Protection Eye and face protection requirements Will vary dependent upon . work environment conditions and material handling practices. Appropriate ANSI Z87 approved equipment should be selected for the particular use Intended for this material. Eye, contact should be, prevented through use of chemical safety glasses with side shlelds or splash proof goggles. An emergency eye wash.must be readily accessible to the work area. Body Protection Skirl contact must be prevented through the use of permeation resistant clothing, gloves and,footwear, selected with regard for use conditions and exposure, potential. An emergency shower must be readily accessible to the work area. Consideration must be given both to durabiliiy'as well'as permeation resistance. i 9. PHYSICAL AND CHEMICAL PROPERTIES Appearance & Physical state Colorless, oliy liquid Odor none. Odor Thresold Not applicable pH -Value 1 at 1 % by welght MeltinglFreezing Point Xto 28 C (-33 to -98 F) iriltial Boiling Point 151 to 276 C 1304 to 529 F) at 760 mmHg Range Flash Point, Notapplicable ShOove Chemical Company Page 418 f i I SAFETY DATA SHEET �r SULFURIC ACID j Rev. Date: 02/1612015 { S 1 1 ri�ve 1 I � i Evaporation Rate Not available Flammability Not applicable Upper /Lower Explosion Not available Limits 3 Vapor pressure 1 to 0 mmHg at40 C (104 F) Vapor Density 3.4 i Rotative density 1.6 -1.8 (25. °C) I Density 1.6 to 1.8 glml at 25 C (77 F). Solubility Dispersible in water Partial coefficient Not available (n- octanollwater) Auto - ignition Temperature Not available Decomposition Temperature Not available Viscosity Not available = 10. STABILITY AND REACTIVITY I Stability Stable under normal conditions of use. I Conditions To Avoid None known. Incompatible Materials Reacts violently with water. Avoid strong redacting agents, halogens, bases, metals and nitrogen compounds. Thermal Decomposition Oxides of sulfur { Products i f: I 1 Shrleve Chemical Company Page 5/8 i i SAFETY DATA SHEET SULFURIC ACID l Rev. Date: 0211612015 Shr'aeve i 11. TOXICOLOGICAL, INFORMATION Basis for assessment Information given is based on the toxicology literature Skin Irritation No test data found. This product was not tested because strong acids are known to be corrosive and cause severe tissue destruction. ' I Eye Irritation 250 ug /24 hr, rabbit. Severely irritating. i Acute toxicity -Dermal ND LC60 - lethal concentration 50% of test species, 510 mg /cu m/2 hr, rat. Acute toxicity - Inhalation LC50 - lethal concentration 60% of test species, 347 ppm /1 hr, rat. Acute toxicity -Oral LD50 - lethal dose 50% of test species, 2140 mg /kg, rat. Repeated dose toxicity This product contains substances that are considered to be probably or suspected human carcinogens. The International Agency for Research on cancer (IARC) has classified strong Inorganic acid mists containing sulfuric acid as a known human carcinogen (IARC Category 1), This classiflcation applies only to sulfuric acid when it is generated as a mist. There is still debate in the scientific community whether the studies reviewed by IARC adequately controlled for confounding occupational exposures and personal habits such as cigarette smoking and alcohol E consumption. A few epidemiology studies have suggested a possible association between sulfuric acid exposure and laryngeal or lung cancer, however, in all these studies, .workers .were. exposed to many other chemicals, some of which are recognized carcinogens, such as diethylsulfate and nickel, Considering the multiple chemical exposures and other (imitations of the studies, we disagree with IARC's conclusion that a cause and effect relationship between cancer and exposure to strong Inorganic acid mist containing sulfuric acid has been demonstrated, Mutagenlcily . ND, Developmental toxicity ND. 12. ECOLOGICAL INFORMATION Basis.for Assessment The toxicity of sulfuric acid to fish is dependent on the resulting pH of the water. lethality at a pH of 5.0 or below. required to cause lethality varies depending on the hardness of the water (hard water has some buffering capacity) and the species of fish (some fish are more resistant to the effects of acidity). McKee, JE, and Wolf, HA (Editors), Water Quality Criteria, 2nd ad., Publication No. 3 -A, p. 279, California State Water Resources Control Board, Sacramento, CA (rev. 1963). Mobility ND Persistenceldegradability ND Bloaccumulation ND Freshwater Fish Toxicity ND Shrieve Chemical Company Page 618 SAFETY DATA SHEET 4f SULFURIC ACID . 1 Rev, Dale: 02/1812015 Shrieve I � Freshwater Invertebrates ND Toxicity Acute toxicity - algae ND Acute toxicity - bacteria ND I 13. DISPOSAL CONSIDERATIONS Waste disposal Chemical additions, processing or otherwise altering this material may make the waste management information presented in this MSDS incomplete, inaccurate or otherwise inappropriate. Please be advised that state and local requirements for waste disposal may be more restrictive or otherwise different from federal laws and regulations. Consult state and focal regulations regarding the proper disposal of this material. Container disposal Drain container and rinse thoroughly. Puncture container to avoid reuse. Dispose to ' licensed disposal contractor. Local Legislation The recommendations given are considered appropriate for safe disposal. However, focal regulations may be more stringent and these must be complied with. I i 14. TRANSPORT INFORMATION i DOT Classification UN1830, 8, PGII I SULFURIC ACID Reportable quantity: 1000 LBS 15. REGULATORY INFORMATION I I INTERNATIONAL REGISTRATION: TSCA (USA) All components listed or exempted. SARA 30213041311/312 extremely hazardous substances: Sulfuric Acid, 1000 lbs. SARA 3021304 emergency planning and notification: Sulfuric Acid SARA 3021304/3111312 hazardous chemicals: Sulfuric Acid SARA 3111312 IVISDS distribution - chemical Inventory - hazard Identification: SULFURIC ACID: Immediate (acute) health hazard, Reactive Hazard. CERCLA: Hazardous substances.: Sulfuric Acid, 1000 lbs. Shrieve Chemical Company Page 718 I i I i SAFETY DATA SHEET SULFURIC ACID I Rev. Dale: 02/16/2015 Shr 16. OTHER INFORMATION HEALTH HAZARD: 3 FIRE HAZARD: 0 REACTIVITY; 2 Prepared by: Audris King Revisions: 02116/2.015; updated sections 2, 3, 9. Converted to GSM format. 101012013: Updated format f i The Information is based on the data of which we are aware and Is believed to be correct as of the data hereof. Since the information contained herein may be applied under condlOons beyond our control and with which we may be unfamiliar and since data made available subsequent to the date hereof may suggest modification of the Information, we do not assume any responsibility for the result of Its use. This Information Is furnished upon condition that the person receiving it shall make his own determination of the suitability of the material for his particular purpose. I I Shrleve Chemical Company Page 818 I t i 1 ` I I NOTICE OF INTENT TO AWARD TO: Shrieve Chemical 1755 Woodstead Ct The Woodlands, TX 77380 ATT: Ted Threadgill, President & CEO Project: Chemical Bird W1635B Contract for Supplying Sulfuric Acid Town of Jupiter Utilities Jupiter, Florida To Whom It May Concern: This is to advise that it is our intent to recommend award to the Jupiter Town Council for a Contract to supply sulfuric acid as a result of your bid submitted on May 3, 2016 in the amount of $94.50 per ton F.O.B for (1) year(s). Two (2) sets of Contract Documents are included with this letter. Each set contains an unexecuted agreement and the requirement for attaching a Certificate of Insurance to each (2 total). Please execute both sets of the Agreement and return both sets to my attention within fifteen (15) consecutive calendar days from June 10, 2016. You will be notified of the date the recommendation for award will go before the Town Council and the Council's decision as soon as it becomes available. One fully executed original contract will be returned to you for your records. We look forward to working with your firm on this contract. Sincerely, Amanda Z. Barnes, P.E. Town of Jupiter Assistant Director of Utilities 22 W1635B NOTICE OF AWARD TO: Shrieve Chemical 1755 Woodstead Ct The Woodlands, TX 77380 ATT: Ted Threadgill, President & CEO Project: Chemical Bid W1635B Contract for Supplying Sulfuric Acid Town of Jupiter Utilities Jupiter, Florida To Whom It May Concern: This is to advise that on May 17, 2016, the Jupiter Town Council voted to approve award of the Contract to supply sulfuric acid as a result of your bid submitted on May 3, 2016 in the amount of $94.50 per ton F.O.B for (1) year(s). We look forward to working with your firm on this contract. Si rely, Amanda Z. Barnes, P.E. Town of Jupiter Assistant Director of Utilities 23 W'1635B AGREEMENT (CONTRACT) BETWEEN OWNER AND SUPPLIER THIS AGREEMENT is dated as of the day of CC--�0�7Cr in the year 2016 by and between Town of Jupiter (hereinafter called OWNER) and Shrieve Chemical (hereinafter called SUPPLIER). OWNER and SUPPLIER, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1. WORK. SUPPLIER shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: Supply the Town of Jupiter Utilities Water Treatment Plant with sulfuric acid for a period of one year beginning October 1, 2016 through September 30, 2017 in accordance with the Base Bid and contract specifications. The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: CHEMICAL BID W1635B CONTRACT FOR SUPPLYING SULFURIC ACID FOR TOWN OF JUPITER UTILITIES JUPITER, FLORIDA Article 2. GOODS AND SERVICES. SUPPLIER shall furnish the Goods and other services as specified or indicated in the Procurement Documents. The Goods to be furnished are generally described as follows: Town of Jupiter Utilities Chemical Bid W1635B Contract for Supplying Sulfuric Acid Article 3. POINT OF DELIVERY. The place where the Goods are to be delivered is the point of delivery and is designated as: Town of Jupiter Water Treatment Plant 17403 Central Boulevard Jupiter, Florida 33458 24 W1635B Article 4. CONTRACT TIME. The Goods are to be delivered to the point of delivery and ready for OWNER`s acceptance of delivery during the month of October, 2016 as outlined in the specifications, or as agreed on between the Town and Supplier. Contract shall continue for one (1) year to September 30, 2017. Article 5. CONTRACT PRICE. OWNER shall pay SUPPLIER for furnishing the Goods and Special Services and for performing other services in accordance with the Procurement Documents in current funds as follows: According to the Total Base Bid Cost F.O.B. (per Ton) as presented in the Notice of Award. Article 6. PAYMENT PROCEDURES Payments made by the OWNER will be made via Electronic Funds Transfer (EFT). SUPPLIER will provide the OWNER with the information required to make EFT payments. SUPPLIER shall invoice the Owner after delivery of material and acceptance by Owner. Article 7. SUPPLIER'S REPRESENTATIONS. In order to induce OWNER to enter into this Procurement Agreement SUPPLIER makes the following representations: 7.1. SUPPLIER has familiarized himself with the nature and extent of the Procurement Documents and has given OWNER written notice of all conflicts, errors or discrepancies that he has discovered in the Procurement Documents and the written resolution thereof by OWNER is acceptable to SUPPLIER. 7.2. SUPPLIER has familiarized himself with all local conditions and federal, state and local laws, ordinances, rules and regulations that in any manner may affect the production and delivery of the Goods and furnishing of Special Services and other services in connection therewith. 7.3. SUPPLIER does not require additional information from OWNER to enable SUPPLIER to furnish the Goods, Special services and other services at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Procurement documents. 25 W1635B Article 8. PROCUREMENT DOCUMENTS. The Procurement Documents which comprise the entire agreement between OWNER and SUPPLIER are attached to, or accompany, this Procurement Agreement, made a part hereof and consist of the following: 8.1. Advertisement for Bid 8.2. Instructions to Bidders 8.3. Proposal 8.4. Sworn Statement 8.5. Notice of Intent to Award 8.6. This Procurement Agreement (pages 23 to 28, inclusive). 8.7. Opinion of Town Attorney 8.8. Notice to Proceed 8.9. Procurement Specifications bearing the title Town of Jupiter Chemical Bid W1432B Contract for Supplying Sulfuric Acid 8.10. Supplier's Proposal 8.11. Any Modifications, including Change Orders, duly delivered after execution of this Procurement Agreement. Article 9. MISCELLANEOUS 9.1. No assignment by a party hereto of any rights under or interests in the Procurement Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited bylaw), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Procurement Documents. 26 W1635B 9.2. OWNER and SUPPLIER each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, his partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Procurement Documents. 9.3. The SUPPLIER is aware that The Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Contract and in furtherance thereof may demand and obtain records and testimony from the SUPPLIER and its subcontractors and lower tier subcontractors. The SUPPLIER understands and agrees that in addition to other remedies and consequences provided by law, the failure of the SUPPLIER or its subcontractors or lower tier subcontractors to fully cooperate with the Office of Inspector General of Palm Beach County when requested may be deemed by the municipality to be a material breach of this contract justifying its termination. The Office of Inspector General in Palm Beach County is established by Palm Beach County Code, Section 2 -421 - 2- 440. Failure to cooperate with the Inspector General or interfering with or impeding any investigation shall be in violation of Palm Beach County Code, Section 2.421 — 2 -440, and be punished pursuant to Section 125.69, . Florida Statutes, in the same manner as a second degree misdemeanor. 9.4. The SUPPLIER shall comply with public records laws Chapter 119, Florida Statutes, specifically to: Keep and maintain public records that ordinarily and necessarily would be required by the TOWN in order to perform the service; Provide the public with access to public records on the same terms and conditions that the TOWN would provide the records and at a cost that does not exceed the cost provided in Chapter 119, F.S. or as otherwise provided by law; Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed exempt as authorized by law; Meet all requirements for retaining public records and transfer, at no cost, to the TOWN all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt of confidential and exempt from public disclosure requirements. All records stored electronically must be provided to the TOWN in a format that is compatible with the information technology systems of the TOWN. If the SUPPLIER does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. 119.0701 Contracts; public records. -- (3) For purposes of this section, the term: 27 W1635B .(c) "Contractor" or "SUPPLIER" means an individual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency is provided under s. 119.011(2). (d) "Public agency" means a state, county, district, authority, or municipal officer, or department, division, board, bureau, commission, or other separate unit government created or established by law. (4) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (e) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (f) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (g) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (h) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. If the SUPPLIER does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the Contract. i THIS SPACE INTENTIONALLY LEFT BLANK PROCEED TO NEXT PAGE. 28 W1635B IN WITNESS WHEREOF, the parties hereto have signed 2 copies of this Agreement. At least one counterpart each has been delivered to OWNER and SUPPLIER. All portions of the Contract Documents have been signed or identified by OWNER and SUPPLIER. OWNER SUPPLIER Town of Jupiter Shrieve Chemical 210 Military Trail 1755 Woodstead Ct Jupiter, FL 33458 The Woodlands, TX 77380 By: By: r Todd Wodraska, Mayor (CORPORATE SEAL) ATTE ATTEST / 4 P �- Sally Boylan, Town Cl H` �RRI>'NNII,,,,,,,,,, 'N PRINT NAME, TITLE: `P0 0"1 (TOWN SEAL ) �rr� ix �INfBR ►ORRfEO Y �, r� r 1925 - r h 'aixrurannwdte� „ " I 29 W1635B OPINION OF TOWN ATTORNEY This is to certify that I have examined the attached Contract Documents, that after such examination, I am of the opinion that such documents conform to the laws of the State of Florida, that the execution of the Contract is in due and proper form, that the representative of the respective Contracting Parties have full power and authority to execute such Contract on behalf of the respective Contracting Parties and that the foregoing agreements constitute valid and binding obligations on such parties. Thomas J. da Attorney for This the day of 30 W1635B STANDARD GENERAL CONDITIONNS OF THE CONSTRUCTION CONTRACT Prepared by ENGINEEMS JOINT CON'T'RACT DOCUME I'S COMMITTEE and Issued and Published Jointly By AC E Nat es Satiety of � American Society (, �� P .. rafessiannl Engineers of Civil Engineers A.rwic. t.rn,e,e.uuit -..i nee,,;Cavrn i ++ 1 1 iol oss loitalEngti@60rSInI PROFESSIONAL ENGINEERS IN PRIVATE PRACTICI3 a practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS f I AMI?RICAN COUNCIL OF ENGINEERING CONIPANIES AMERICAN SOCIE'T'Y OV C'IVIL ENGINEERS This document has been approved and endorsed by � t ` rirtt The Associated General Contractors of America t� KnrnAedee (Or Creating 1, nr�i Sustaining Iho nrrV[ Cnvirnnm4nl Coll sn uction Specifications Institute T_— GJCDC C•700 Stondard Genernt Conditions of the Construction Contract. Copyright V 2002 Nntionni Society of rrofessionni Engineers for EJ('DC. Ali rights resevved, 00700-0 I l I I I I w Copyright C(>2002 I National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314 American Council of Engineering Companies 1015 15th Street, N.W., Washington, DC; 20005 American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191 -4400 i I These General Conditions have been prepared for use with tine Suggested Forms of Agreement .Between Owner and Contractor Nos. C -520 or C -525 (2002 Editions), Their provisions are interrelated and u change in one may necessitate a change in the other. Comments concerning their usage are contained in the EJCDC Construction Documents, General and Instrnutions (No. C -001) (2002 Edition). For guidance in the preparation of Supplementary Conditions, see Guide to the Pre paration of Supplem Conditions (No. 0800) (200 I ?dition). _ GJCDC C -700 Standard General Conditions of the Construction Conirnct, Copyright r-, 2002 National Society of Professlonnt Cngincers for RJCDC. All rigbis reserved, 00 700-1 I I 1 I f t @ E FJCDC C -700 Standard Generol Corrditions of the C'.onsiruction Coatrflct, Copyright 0 2002 No fin nalSociety of Pro fmdonnl Engineers for EJCDC. All rights reserved, 0070 - 2 _ -_ TABLE OF CONTENTS 1 ARTICLE I - DEFINITIONS ANDrFRMINOLOGY ........ ......... -1.11-1-1-1-1.1-1_ ........... _- ...................... ........... 6 1,01 De ,fined Yertn.y .................................. ...... ....... ....... ....... - .................. ........... ---- .......... ....... 6 1102 Terminology ... ....... ......... -- . ............ ...... ......... ............ ........... .......... ........ -- ... - ... 8 ARTIC1.F2 - PRELIMINARY MATTERS.. ..... -,"'.9 2,01 Delivery qfBonds and Evidence (!f Insurance ........... ........... ............................... .......... .......... ...... 2.02 Copies q11)octonents ........ ...... ........ - ... . . ......... ......... -- ........ ...... ..... -- ...................... - ......... -- ... 9 2.03 Commencement of Contract Times; Notice to Proceed ................... ... .... ........ -- ..... --- ..... --- ...... ...... - 2.04 Starting the Wo) .... .... .................. -- ................................ - ...... -- ...... - .... ......... ............. - ............. ... - ... 19 2.05 Before Starting Construction ,.........• ................................ -- ............ - ............... ....... -- ...... ......... ......... . 2 .06 Pieconstruction Confet ence .- - ... ...... ...... .. .................. .... --- ........... ....... - .... - 111-1-1-1-9 i 107 initial Acceptance of Schedules . ....... ...... ................. .......... - ..... ............... -.- ...... . ...... - ....... ........... 9 ARTICIA. 3 CONTRACT' *NTS: INTENT, A MENI)l NG, REUSE . ..... --- ........... .......... ...... -- ...... ............. .... 10 ," - 3,01 Intent .............. . ........................ .....................•.,.,..,., -- .......... ........ - .... .................. - ............. 3.02 Reference Sfanda)-dv ..................................................... ................... ---- ........ ........ .......... 10 3.03 Reporting and Resolving Discmpancies ., . .......... .... - ....... - ......... - ...... -- ...... ............. ........... - ........... to 3,04 Amending and Supplementing Contract Documents ...................... ....................... ........ .......... ............... 111 11 3.05 Reuse ofDocuments .............. -- ........ ............ ........... ....... ....... ............. ............. -- ......... ..... - ..... ...... - ..... I I M6Electronie Dala .................. .... -- .......... ............... ...... ................................ --- ........ -- ... ............. ........ I I ARTICLE 4 - AVAILABILITY OF LANDS, SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIROMMKI'AL CONDITIONS; .REFERENCE POINTS.,,, .... .................... .................. .............. -.- ..... ............ 4.01 Availability ................ - ... -'.- .... ...... ......... -- ..... ............ --- .......... 4,02 Su6swface and Phy.vical Conditions ........ ......................... ---- ...... .......... .................... -- .......... -- ..... 12 4.03 DiftringSuhsinfiace at 1 Conditions . ... -- ....... ............................ ........ ____ ........ - .... ..... 12 4.04 Underground Facilities. .... .......... .............. .......... - ............. -- ........................... ................ -- ." 13 4.05 Reference Points ........ ........ ...... ...... -- .......... ...... - ... ................... 13 4,06 Hazardous Environmental Condition tit Site ................. .............. -'- ............. .......... 13 ARTICLE 5 - BONDS AND INSURANCE---, .... ........... ................. ................. .............................14 5,01 Performance, Payment, ano Other Bonds- ...... ......... ............. -- ........... ......... ...... ................. -- ...... - ... 14 5.02 Licensed Surefles and Insurers .. . ...... ........... .... ---- ........ ....................... ............ ............... ....... 15 5 .03 Certificates qf1nsw .... -- .... ......... ...................... ---- .............. ...... ..................................... .... A5 5 .04 Contractor's Liability Insurance ...... ................... -- ........ ............. .... - ... - ... ................. ............. __ .... 15 5.05 Owner's Liabilily Insurance , . ..... ...... ......... ................ - ... ................... ....... ... --'- .... ......... --- .... 16 5 .06 Properly Insmanee - ....... - ...... ........... ....... ........... ....... ................... ....... ........ ............. ....... -- 5 .07 Waiver offfights ... .................. ...... .... --- ..... ................. ......... ....... -- ...... .................. ... - 17 5 .08 Receipt andApplication ofInsurance Proceeds .... • ........... .... - ..... ...... ....... .... __ .... ____ ......... - ....... --- ... 17 5 ,09 Acceptance ofBonds and Insurance; Option to Replace ............................ . ....... ........ ....... - .... ...... -'- ....... 17 5.10 Partial Utilization, Acknowledgment of Property Insurer........................... - .............. ............. - ....... --- ........ ... 18 ARTICLE 6 - CONTRACTOR'S RE SPONSIBILITIRS.I. ........ 18 6.01 Supervision andSuperbilendence ... .......... ......... - ......... ...... ................ - .............. ........ ....... --- ........ -- 6 ,02 Labor; lforAhig Hours ...... -- ........................... ............... .................. .......... ......... ....... .......... .18 6 .03 Services, Alfatel-ials and Eq uipment ...... ............................. ...... .......... - .................... - ....... -- ...........,..,.•..,... .18 1 6.04 Progress Schedule..,..- ..... ...................... ............ ....... ....... ........ ....... ................ 18 6.05 Substitutes and Vr-Equals' ....... ...... ....... . ................. --.- ...... ........ 19 6 .06 Concerning Subcont•aelors, Suppliers, and 01het ... ................ ....... -- ...... - ... ........ ........ ...... 20 6 ,07 Patent Fees and Royalties ........ ..... -- ............ ---- ............... ............... ...................... ............. - 6 .08 Permits ....... ............... ............... - ..... ... ..... -.- ...... ...... ......... - ...................... ....... ............ 21 6 ,09 Laivs and Regulations ............... ...... ............ ........ ............... ...................,..,,................. ..-- ....... 6 .10 Taves .... ............... ...... --.- ........ ....... ............ ................ .............. ... -- 6 .11 Use of Site and Other Ilreas. ............ .......... ...... ........ ......................... ...... .......... ---- ........... ---- 6.12 Record Documents .. . ..... .......... --- ...... ....... --- ... ....... - .............. ......... ............ - ... ....... ..................... 22 6 .13 Sqfqv and Prowflon., ...... ..... - ...... ---- ................. -- ...... ........... .......... ......... -- ........ - ....... ....... ,22 6 .14 Safety Representative ..... -- ........ . ..... -.- ......... ....... - ........ ........ - .............. ......... --.- ................... ... 23 6 .15 Hazard Communication Programs .... .......... ....... .............. _ ................ ......... .... ........ -.,23 OCDC C-700 Standard General Conditions of the Construction Contract, Copyright 02002 National Society o f P En for EJCDC. All rights reserved, 00700-3 6.16 Emergencies- ......... ............. ..... - ................ ..... - ....... --- ............... ..................23 6.17 Shop Drawings and Samples ............ ........ -- ........... ....... ........... ............................... ,,,...,.. .,........,..,,.,...,..- ' -... 6,18 Continuing the Work......., -- ... -- .... ............. ...................... -- .... -- ..... .......... ........... .......... ........... -- ......... 24 6.19 Contr actor's General Warranty and Guarantee- ........................ ................. -- ....... ................. - .... ...... .24 6,20 Indemniflicalion.. ............. - ....... - ......... -- ....... ....... ........... ---- ..... - ............. ........... ---- ......... ........ 24 6.21 Delegation of Professional Design Set• vices ........... ......................................................... - ........ -.-- ...... - .......... - 25 ARTICLE 7 - OTHER JER WORK AI" I HY SITE ....... - ....... 7,01 Related Work at Site,:............. ... -- ... ...... - ... .... ...... - ... ........... ................... ........ 25 7,02 Coordination ...... : * ... ***"* ........ "**""'* ... - ........... * ....... , .......... -, ........................ --­- ........ * ........ * ......... ­­ - ........ 26 7.03 Legal Relationships--, ....... ........................... ..... --- .... .......... ........................................ ... -- .... ...... ....... 26 ARTICLE8 - OWNER'S RESPONSIBILITIES .M. I. ".I...."... - 1 .1-1 ...... .... I.... ... .... ......................... _ ..... ............. .......... ........ 26 8.01 Communications to Contractor.- ......... .. ................... - .............. ........ ...... .......... ....................... - ... ........ .26 8 .02 Replacement .............................. ............................... --.............,..,..,. ,..,......,........ 8.03 furnish Data ............ .............. . ....................... --.- .......... ............................ ............. - ... . ........... 26 8,04 Pay When Due ...... -- ..... .... - ................ .......... - ....... ........... -. 1.11,11-1, ............ .... --l-1.1 .......... -, .... ...... 26 8 .05 Lands and Easernents; Reports and Tests- ...... .... - ......... - ...... -- ................................ ..................... ... 26 8 ,06 Insurance ........ ..................... .......... ............. ........ - ....... ......... ................................. ..... -- ... -,-26 8,07 Change Orders. ...................... -- ...... .......................... - ..... ..... -- .................. ................... 26 8 .08 Inspections, Tests, andAppi• ovals ....... .......... ...... ...... - ..... - .... - ........ .......... .......... - 11.111- ..,,..........,,.,,,,,.,.,..26 8.09 Limitations on avners Responsibilities ....... --.- ............... -- ..... -- ..................... ....... ....... .... --- ................ 27 8.10 Undisclosed Hazardous Environmental Condition .............. ...... .......................... ............ .... 27 8'11 Evidence ofF inancial Arrangements ....... - ....... ........... ......... ........... .......... ......... ---- ...... -27 ARTICLE 9 - FNIGMEER'S STATUS DURING CONSTRUCTION ......... ........ _ ..... - - ...... __ 27 9.01 Owners Representative.. ............. ..................... ....... ......... ........... ........ ............. ........... - ......... . ............. 27 9.02 Visits to Site ..................... ...... ........ ........ ............................ -- ........ ................. ........ .... --- ....... .... __ 27 9 .03 Project Represenialive ...... ....... - ............. -- ...... .......... ........................... ............. ............... ............ 27 9 .04 Authorized Variations in Work - .... ................................ ....... .................. -- ... -- ...... ......... ........ ........ 27 9.05 Rejecting Defective; Work... -- ...... - ................ ................... .............. - .......... ...... ....... .27 fie 9.06 Shop Drawings, Mange Orders and Payments ..... ........... ............. ....... .......... . .......... 28 9.07 Detertninationsfior Unit Price I'Vork. ..... -- ...... .............. --- ... ...... ............... ---- ... --- .......... 28 9.08 Decisions on Requirements ql'Contract Documents and Acceptability of lf .................... .............................28 9.09 Limitations on Engineer's .A uthority and Respo) tsibilities. ............. .............. ........ ...... .............. . ARTICLE 10 - CHANGES INTIJ-E- WORK; CLAIMS ...... ............... ........... ........................................ ............................. 10 .01 Authorized Changes in the Pork- ...... ...... ... . ............... ........................ ---- ........... ---- ...... ...... ..... 28 10 ,02 Unauthorized Changes in the Work ...... ...................................... .......................... - .............. - ............... ....... 29 10 ,03 aecution of Change Orders.- ......... . . .......... ...... ............ ....... ...... ......... -.- ............ ........ - .......... 29 10 .04 Notification to Surely .......... ... 1.11.1-41 ... I ...... I..""' ... 1-1-1 ..... .......... .............. ................. -- ...... . ........ ... -... .. 1. 1 29 10 ,05 Claims: . - ....... ......... ............ -- ........... ............... --- ........ ................. --- ........... -- ... --- ............. .29 ARTICLE I I - COST OFTUIF WORK; ALLOWANCES; UNIT PRICE WORK.,.,, .............. ..................... ...... ... 30 11 ,01 Cost of Work. ............. - ........ .......... ............ ....................... ........... -- ..... -- ......... ....... - .............. 30 11 .02 Allowances .................... ...... - ... ........ ................................... .............. ....... ............. - .... .......... --.11,11,1111-31 11 ,03 Unit Price Work, ......... ............... - .......... - .......... ................... ..... --- ............... -,- 31 ARTICLE 12 - CHANGE OF CONTRACTPRICE; CHANGE OF CONTRACT TIMES.,,.,., .. - ..................... ..... 32 12,01 Change of Contract Price ............. ......... -. ........ ........... ......................... .,..,,.....,,. ,....,......,. ......,..,......,,.....,..,..32 12.02 Change qf Conttact Times...,...... , .. ............................................... ............................. . 12 .03 Delays.- ................... ................ - ................... ............ .................... ....... -- ... -- ... .............................33 ARTICLE 13 - TESTS AND INSPECTIONS; CORIU.'CTION, RF, OR ACCEPTANCE 01' , DEFECTIVF, WORK-.-33 13 .01 Notice of Defects ........... ......... ................ - ............................. ....... ........ - ....... ....... 33 13 ,02 Access to Work ........................... .......................... ............... - ... ---- .............. ................... .... 33 13 .03 Tests and Inspections.,. ... ....... ............................... -- ................... ......... - .... - ..... ........ .33 13 ,04 Uncovering Work .......... ........ .......................................... ........ .......... - ... ......... ......... --34 1105 Owner play Stop the Ifork ............ ............................... . .......... ............................... ............. ....... -- ....... ....... 34 13,06 Correction or Removal of Defective If'ork .......... ........ - ........ ......... .......... ................................... 34 13 ,07 Correction Period. ........................... - ...... ...... --- ...... .............. ........... ....... - .... M08 Acceptance ofDefective Work,, . .................... .......... ...................... ............... --- ............ ............. .......... 13 .09 Owner Uay Correct Defective ff"Ork ..... ........ ............. ...... ...... ........ ............ ...... ..........................35 ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION ....... - ......... - ... .............. ............... - .... ........ 36 14 ,01 Schedule of Values .. ............ -.-- ... - ... ............ ....... ....................... --- ................... ---- ....... ... -36 14 ,02 Progress Pepn eats ......................... ......... ....... -.- ..... ........ ........ ...... .. . .................. . ..... ___ ..... 36 14 .03 Contractor's Warranty of Mle . ................... --- ................... ..,.,............,,.:,.,..,.37 14 ,04 Substandal Completion ....... .................. .................. ....... ...... ............ [ standard General Conditions of the Construction Contract, Copyright 0 2002 Notional Society of Proressionfli riigincers for EJCDC. All rights reserved, 00700-4 14 .05 Partial Utilization ................... .......... .................................................. ... .......... ,. ............. ,.......,.........38 j 14 .06 hinal Inspection ................... ...................... ......... ................... ............................................ .............................38 14 .07 Pinal Payment.,,,., ......................................................... .............................38 14 ,08 .Final Completion Delayed. ........... ......................... ....... .......... ....... . .......... — ...... ,....... .... 39 14 .09 1Tralver of Claims ................................................................................................................ ............................. AR'T'ICLE 15 - SUSPENSION OF WORK AND TFRMINAT ION ............................................................ .............................39 15 .01 Owner rI ?ay Suspend ................. ............................... .... - ...... ,...,,. ... ,....,... ........ 39 15 .02 Owner May Terrnina(e for Cause .............................................................................................. .............................39 1 15.03 Owner May Terminate Por Convenience .................................................................................. ............................. 15.04 Contractor May StoT) Mork or Terminate .............. --. ...,...,.. ...,..,,.......,............... .........,,............. ....... 40 ARTICLE16 - DISPUT . RESOLUT ION ................................................................................................... ............................. 16,01 Afethods and Procedures ............ ........... ......... ........... ............. ................. ......... ........... ......................... ...... ...,41 1 ARTICLE 17 - MISCELLANEOUS ............................. ......,. ...,.41 17 .01 Giving Notice ..... ............................... .................................................................................. ............................. 17,02 Computation trf Times .......................... ............................... ........ .................................... .............................41 17 .03 Cumulative Remedies............................... ............................... ............................................... ...„,.,.,.,..................41 17 ,04 Survival of Obligations ......................... ............................... ................. ............ ... ....... ..., ... - ........ 41 j 17.05 Controlling Lmv ....................................................................................................................... ............................. 17,06 Headings- ....,.„ . ................................................................................................... ............................... ---- I � 1 1 I l f EJCDC C; 700 Standard General Conditions of the Construction Contract, Copyright C 2002 National Society of Professional Engiucers for EJCDC All riglits reserved. 00700-5 i i i I GENE RAL CONDITIONS 9, Change Order - -A document recommended by Engineer which is signed by Contractor and Owner and i ARTICLE 1 - DIrHNITCONS AND TERMINOLOGY authorizes an addition, delction, or revision in the Work or an adjustment in the Contract Price or tiro Contract -- - - -� — Times, issued oil or after the Effective Date of the 1.01 Deft'ned'I'errns Agreement. A. Wherever used in tine Bidding Requirements 10, Cletirn - -A demand or assertion by Owner or or Contract Documents and printed with initial capital Contractor seeking an adjustment of Contract Price or letters, the terms listed below will have the meanings Contract Times, or both, or other relief with respect to the indicated which are applicable to both the singular and terms of the Contract. A demand foi moncy or services by plural thereof. In addition to terms specifically defined, a third party is not Claim, terms with initial capital letters in the Contract Documclhts include references to identified articles and 11. Contract - -The entire and integrated written paragraphs, and tine titles of other documents, or forms. agreement between the Owner and Contractor concerning the Work. 'Tire Contract supersedes prior negotiations, i 1. Addenda -- Written or graphic instruments representations, or agreements, whether written or oral. issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed 12. Contract Doctinents-- Those items so Contract Doctnrrents; designated in the Agreement, Only printed or hard copies of the items listed in tike Agreement are Contract 2. Agr•eernent- -The written instrument which is Documents. Approved Shop Drawings, other Contractor's evidence of the agreement between Owner and Contractor submittals, and tine reports and drawings of subsurface covering the Worl<, and physical conditions are not Contract Documents. I 3. Applicatr"onfor Payment- -The form acceptable 13. Contract Price - -The moneys payable by to Engineer which is to be used by Contractor during the Owner to Contractor for completion of the Work in course of the Work in requesting progress or final accordance with the Contract Documents as stated in the payments and which is to be accompanied by such Agreement (subject to the provisions of Paragraph 11.63 supporting documentation as is required by tike Contract in the case of Unit Price Work), Doctnrrents, 14, Contract 7imes- -Tate number of days or the 4, Asbeslos- -Any material t contains more dates stated in the Agreement to: (i) achieve Milestones, if than one percent asbestos and is friable or is releasing any, (ii) achieve Substantial Completion; and (iii) corn asbestos fibers into tine air above current action levels plete the Work so that it is ready for filial paynlrent as established by the United States Occupational Safety and evidenced by Engineer's written recommendation of final Health Administration. payment. S. BU--The offer or proposal of a Bidder 15. Contractor - =The hidividuai ar entity with submitted on tine prescribed form setting forth the prices whom Owner has entered into the Agreement. for the Work to be performed. 16. Cyst of the tf'ark- -See Paragraph 11.0 1,A for 6. Bidder -The individual or entity who submits definition. a Bid directly to Owner. 17. I.:lrtrnn�irrgs-- 'f'irat pant of the Contract 7, Bidding IDoetements -=I'he Bidding Documents prepared or approved by Engineer which Requirements and the proposed Contract Documents graphically shows the scope, extent, and character of the (including all Addenda). Work to be performed by Contractor. Shop Drawings and other Contractor submittals are not Drawings as so 8, Bidding Requirements - -'Ihe Advertisement or defined. Invitation to Bid, Instructions to Bidders, bid security of acceptable foam, if any, and the Bid Form with any 18. Effective. Late of the Agreement- -Tire slate supplements, indicated in tine Agreement oil which it becomes effective, but if no such date is indicated, it means tine date oil which the Agreement is signed and delivered by tine last of tile two pasties to sign and deliver. 19. Engineer - =The individual or entity named as such in the Agreement. I E LJCDC C -700 Standard C'enernl Conditions of tike Construction Contract, Copyright O 2002 Nationd Society of Proressional 6nghkeers for EJCDC. All rights reserved. 00700-6 __ __ 20. field Order - -A written order issued by 32, ProgressSchedule-- A schedule, prepared and Engineer which requires minor changes in the Work but maintained by Contractor, describing the sequence and which does not involve a change in the Contract Price or duration of the activities comprising the Contractor's plan the Contract Tintes, to accomplish tine Work within the Contract Times. 21, General Requirements—Sections of Division 33. Project -The total constriction of which the 1 of the Specifi cations. The General Requirements pertain Work to be performed under the Contract Documents may to all sections of the Specifications, be the whole, or a part, 22. Hazardous Environmental Condition- -The 34. Project hfanual- -The bound documentary presence at the Site of Asbestos, PCBs, Petroleum, information prepared for bidding and constructing the Hazaardous Waste, or Radioactive Material in such Work. A listing of the contents of the Project Manual, quantities or circumstances that may present a substantial which may be bound in one or more volumes, is danger to persons or property exposed thereto in contained in the table(s) of contents. connection with the Work, 35, Radioactive tlfaterlat-- Source, special nude - 23. Hazardous Waste- -The term hazardous ar, or byproduct material as defined by the Atomic Energy Waste shall have the meaning provided in Section 1004 of Act of 1954 (42 USC Section 2011 et seq.) as amended the Solid Waste Disposal Act (42 USC Section 6903) as front time to tire, amended from tine to time. 36. Related Entity -- An officer, director, partner, 24. Laws and Regulations; Laivs or Regulations- employee, agent, consultant, or subcontractor, -Airy and all applicable laws, Arles, regulations, ordinanc- es, codes, and orders of any and all goveru rental bodies, 37. Resident Project Representative- -The autho- agencies, authorities, and courts having jurisdiction. sized representative or f.ngineer who may be assigned to file Site or any part tliereof 25. Glens -- Charges, security interests, or encumbrances upon Project funds, real property, or 38, Samples -- Physical examples of materials, personal property, equipment, or workmanship that are representative of sonic portico of the Work and which establish the 26. it1ilestone - -A principal event specified in the standards by which such portion of the Work will be Contract Documents relating to an intermediate comple- judged, tiop date or time prior to Substantial Completion of all the Work. 39. Schedule of.5erbt n`ttals - -A schedule, prepared and maintained by Contractor, of required subinittal.s and 27. Notice of Award- -The written notice by the time requirements to support scheduled performance Owner to the Successful Bidder stating that upon timely of related construction activities. complianea by the Successful Bidder with the conditions precedent listed therein, Owner will sign and deliver the 40. Schedule of Values - -A schedule, prepared Agreement. and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used 28. Notice to Proceed - -A written notice given by as the basis fbr reviewing Contractor's Applications for Owner to Contractor fixing the date on which the Con - Payment. tract Times will commence to run and on which Contractor shall start to perform the Work under the 41. Shop Drait -All drawings, diagrams, Contract Documents. illustrations, schedules, and other data or information whiell are specifically prepared or assembled by or for 29, ai -The individual or entity with whom Contractor and submitted by Contractor to illustrate some Contractor has entered into the Agreement and for whom portion of the Work. the Work is to be performed. 42, Site. -Lands or areas indicated lit the Contract 30. PCBs -- Polychlorinated biplienyls, Documents as being furnished by Owner upon which tine Work is to be performed, including rights- of-way and � 31. Petroleum -- Petroleum, including crude oil or casements for access thereto, and such other lands any fraction thereof which is liquid at standard conditions furnished by Owner which are designated for the use of of temperature and pressure (60 degrees Fahrenheit and Contractor. 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, 43, ,Specifications -- That part of the Contract kerosene, and oil mixed with other non - Hazardous Waste Documents consisting of written requirements for and crude oils. materials, equipment, systems, standards and workma as applied to the Work, and certain EJCDC C- 7005tandard General Conditions of the Construction Coanraet, Copyright o 2002 Nationa society of Professional d?.nglneers for EJCDC. All rights reserved, 00100-7 I administrative requirements and procedural matters but is evidence that the parties expect that the change applicable thereto. ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order 44. Subcontractor - -An individual or entity following negotiations by the parties as to its effect, if having a direct contract with Contractor or with any other any, oil the Contract Price or Contract Times, Subcontractor for the performance of a part of the Work at the Site, f ,02 I'crminolog:V 45, Substantial Completion - -The time at which A, The following words or terms are not defined the Work (or a specified part thereof) has progressed to but, when used in the Bidding Regnil'etnents or Contract the point where, in the opinion of Engineer, the Work (or Documents, have the following meaning. a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the 13. Intent of Certain Terms orA(Ijectives Work (or a specified part thereof) can be utilized for the purposes for which it is intended, The terms "substantially 1, The Contract Documents include the terms "as complete and substantially cent pIctcd as applied to all allowed , " `as approved, „ ., ,« as ordered”, as directed' or part of the Work refer to Substantial Completion terms of like effect or import to authorize an exercise of thereof, processional judgment by Engineer, In addition, the adjectives "reasonable, "suitable," "acceptable," 46, . uccessful Bidde)- -The Bidder submitting a "proper," "satisfactory," or adjectives of like effect or responsive Hid to whorn Owner makes an award. import are used to describe an action or determination of Engineer as to the Work. It is intended that such exercise 47. Supplementary Conditions- -That part of the of professional judgment, action or determination will be Contract Documents which amends or supplements these solely to evalitate, in general, the Work for compliance General Conditions. with the requirements of find information in the Contract Documents and conformance with the design concept of 48, Supplier - -A manufacturer, fabricator, suppli- the completed Project as a functioning whole as shown or er, distributor, materialman, or vendor having a direct indicated in the Contract Documents (unless there is a contract with Contractor or with any Subcontractor to specific statement indicating otherwise). The use of any furnish materials or equipment to be incorporated in the such term or adjective is not intended to and shall not be Work by Contractor of any Subcontractor. effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work or (Illy 49, Underground Facilitles- -All underground duty or authority to undertake responsibility contrary to pipelines, conduits, ducts, cables, wires, manholes, vaults, the provisions of Paragraph 9.09 or any other provision of tanks, tunnels, or other such facilities `or attachments, and the Contract Documents. any encasements containing such facilities, including those that convey electricity, gases, steam, liquid C. Day petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other I. The word "day" meatis a calendar day liquids or chemicals, or traffic or other control systems. of 24 hours measured from midnight to the next midnight. 50. Unit Price Work- -Work to be paid for on the D. Defective basis of unit prices. 1. The word "defective," when modifying file 51, Work - -Thc entire construction or the various word "Work," refers to Work that is unsatisfactory, separately identifiable parts thereof required to be faulty, or deficient in that it; provided under the Contract Documents, Work includes and is the result of performing or providing all labor, a. does not conform to the Contract Documents, services, and documentation necessary to produce such or construction, and furnishing, installing, and incorporating all materials and equipruent into such construction, all as b. does not mcet the requirements of tiny i required by the Contract Documents. applicable inspection, reference standard, test, or approval referred to in the Contract Documents, 52, Work Change Directive - -A written statement ar to Contractor issued oil or after the Effective Date of the Agreement and signed by Owner and recommended by c. has been damaged prior to Engineer's - Engineer ordering an addition, deletion, or revision in the recommendation of final payment (unless Work, or responding to differing or unforeseen subsurface responsibility for t}ae protection thereof has been or physical conditions under which the Work is to be assumed by Owner at Substantial Completion in perforated or to emergencies. A Work Change Directive accordance with Paragraph 14.04 or 14.05). will not chan the C ontract Price o the C ontract Thiles EJCDC C -700 Standard General Conditions of the Consnvetion Contract. Copyright <O 2002 National Society of Professional vrigincers for I;'JCDC. All rights reserved. 00700.8 - I —I i E. Furnish, Install, Yerforni, Provide or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given 1. 'file word "furnish," when used its connection at any time within 30 days after the Effective Date of the with services, materials, or equipment, shall mean to Agreement. In no event will the Contract Tinnes corn- supply and deliver said services, materials, or equipment mence to run later than the sixtieth clay after the day of to the Site (or sonic other specified location) ready for use Bid opening or the thirtieth day after the Effective Date of or installation and in usable or operable condition. tine Agreement, whichever date is earlier, 2. The word "install," when used in connection 2.04 Starting the IYork with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, A. Contractor shall start to perform the Work on or equipment complete and ready for intended use. the date when the Contract Times commence to run. No Work shall be done at the Site prior to the (late oft which 3. The words "perform" or "provide," when used the Contract Times comunenee to run. in connection with services, materials, or equipment, shall mean to furnish and Install said services, materials, or 2.05 Before Starting Construction equipment complete and ready for intended use. A.. f'r•elirrtiraar Schedules: Within lU days after 4. When "furnish," "install," "perform," or "pro- the Effective Date of the Agreement (unless otherwise vide" is not used in connection with services, materials, or specified in the General Requirements), Contractor shall equipment in it context clearly requiring an obligation of submit to Engineer for tinnely review: Contractor, "provide" is implied, 1. a preliminary Progress Schedule; indicating j U. IJuless stated otherwise in the Contract Docu- the times (numbers of days or dates) for starting and j rents, words or phrases which have a well -known completing the various stages of the Work, including any technical or construction industry or trade meaning are Milestones specified in the Contract Doctnuents; used in the Contract Documents Ili accordance with such recognized meaning. 2. a preliminary Schedule of Submittals; and � } 3, a preliminary Schedule of Values for all of the ARTICLE 2 - PRELIMINARY MATT` 11S Work which includes quantities and prices of items which when added together equal the Contract Price and subdi- vides the Work into component parts in sufficient detail to 2.01 Delivery of Bonds and Evidence of Insurrance serve as the basis for progress payments during performance of the Work. Such prices will include an A. When Contractor delivers the executed appropriate amount of overhead and profit applicable to counterparts of the Agreement to Owner, Contractor shall each item of Work. also deliver to Owner such bonds as Contractor may be required to flrrnish. 2.06 Preconstruction Conference 13, Evidence of Insurance: Before any Work at A. Before any Work at the Site is started, a the Site is started, Contractor and Owner shall each conference attended by Owner, Contractor, Engineer, and deliver to the other, with copies to each additional insured others as appropriate will be held to establish a working identiCed in the Supplementary Conditions, certificates of understanding among the parties as to the Work and to insurance (and other evidence of insurance which either discuss the schedules referred to in Paragraph 2.05.A, of them or any additional insured may reasonably request) procedures for handling Shop Drawings and other which Contractor and Owner respectively are required to submittals, processing Applications for Payment, and purchase and maintain in accordance with Article 5, maintaining required records, i 2,42 Coples ofDocwnents 2.07 Initial Accel)t(ance of :Schedules A. At least 10 d before submission of the first � A. Owner shall furnish to Contractor tip to tell Y printed or bard copies of the Drawings and Project Application for Payment a conference attended by Manual. Additional copies will be furnished upon request Contractor, Engineer, and others as appropriate will he at the, cost of reproduction. held to review for acceptability to Engineer as provided below the schedules submitted in accordance with 2.03 Commencement of Contract 77nnes; Notice to Paragraph 2.05.A, Contractor small have all additional 10 Proceed days to snake corrections and adjustments and to complete and resubmit the schedules. No progress payment small be A. The Contract Times will continence to nun on made to Contractor until acceptable schedules are the thirtieth day after the Effective Date of tine Agre submitted to Engineer. rJCDC C -700 Standard Cencral Conditions of the Construction Contract. Copyright 032002 National Society of Professlonal Crigineers for I'sIM,% All rights reserved, 00700-9 responsibilities of Owner, Contractor, or Engineer, or tiny 1, The Progress Schedule will be acceptable to of their subcontractors, consultants, agents, or employees Engineer if it provides an orderly progression of the Work from those set forth in the Contract Documents. No such to completion within the Contract Tintes, Such acceptance provision or instruction shall be effective to assign to will not imposo on Engineer responsibility for the Owner, or Engineer, or airy of, their ,Related Entities, any Progress Schedule, for sequencing, scheduling, or duty or authority to supervise or direct the performance of progress of the Work nor interfere with or relieve the Work or any duty or authority to undertake respon- f Contractor° from Contractor's full responsibility therefor. sibitity inconsistent with the provisions of the Contract Documents, I 2, Contractor's Schedule of Submittals will be acceptable to Engineer if it provides a workable 3,03 Repo) - ling and ltesor*vlragL)iscreprtrte {es arrangement for reviewing and processing the required submittals, A. Reporting Discrepancies f 3. Contractor's Schedule of Values will be 1, Contractor's Review of Contract Documents acceptable to Engincer as to form and substance if it Nr c Starting I3'r�r�k: Before undertaking each Bart of the provides a reasonable allocation of the Contract Price to Work, Contractor shall carefidly study and compare the component parts of the Work; Contract Documents and check and verify pertinent figures therein and all applicable field measurements, Contractor shall promptly report in writing to Engineer wr[CLE 3 - CONTRACT DOCUMENTS: INTENT, any conflict, error, ambiguity, or discrepancy which AMENDING, REUSE Contractor may discover and shall obtain a written interpretation or clarification from Engineer before proceeding with any Work affected thereby. 3.01 hdetrt 2. Contractor Review of Contract Documents � A. The Contract. Documents are complementary; Durant; Perfortnance of'Worrk, If, during the perforlttanoc what is required by one is as binding as if required by all, of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents B. It is the intent of the Contract Documents to or between the Contract Documents and any provision of describe a functionally complete Project (or part thereof) any Law or Regulation applicable to the performance of to be constructed in accordance with the Contract Docu- the Work or of city standard, specification,, manual or ments. Any tabor, documentation, services, materials, or code, or of any instruction of any Supplier, Contractor equipment that may reasonably be inferred from the shall promptly report it to Engincer in writing. Contractor Contract Documents or front prevailing custom or trade shall not proceed with life Work affected thereby (except usage its being required to produce the intended result will in an emergency as required by Paragraph 6.16,A) until be provided whether or not specifically called for at no an amendment or supplement to the Contract Documents additional cost to Owner. has been issued by one of the rmetltods indicated in i Paragraph 104, j C. Clarifications acrd interpretations of the Contract Documents shall be issued by Engineer as 3. Contractor shall not be liable to Owner or provided in Article 9. Engineer for failure to report any conflict, error, ambigi - ity, or discrepancy in the Contract Documents unless 3,02 Refrence Standards Contractor knew or reasonably should have known thereof. A. Standards Specifications, Codes, Laws, and Regulations B, Resolving Discrepancies 1. Reference to standards, specifications, 1. Except as may be otherwise specifically stated matnrals, or codes of any technical society, organization, in the Contract Documents, the provisions of the Contract or association, or to Laws or Regulations, whether such Documents shall take precedence in resolving any reference be specific or by implication, shall mean the conflict, error, ambiguity, or discrepancy between the standard, specification, manual, code, of Laws or Regula- provisions of the Contract Documents and: Lions in effect at the time of opening of Bids (or oil the j Effective Date of the Agreement if there were no Bids), a. the provisions of any standard, specification, i except as may be otherwise specifically stated in the manual, code, or instruction (whether or not 1 Contract Documents, specifically incorporated by reference in the Contract Documents); or I 2. No provision of any such standard, specification, manual or code, or any instruction of a b. the provisions of any Laws or Regulations Sup plier shall be ef fective to change the duties or _ a to the performance of lie Work EJC1)C C -700 Sinndard Gene raI Conditloas of file Construction Contract. Copyright D 2002 National Society of Professionnl Engineers for EJCDC. All rights reserved. 00700-10 _ -� i (unless such an interpretation of the provisions sole risk. If there is a discrepancy between the electronic j of the Contract Documents would result in vlola- files and the hard copies, the hard copies govern. tion of such I..aw or Regulation). B. Because data stored it) electronic media 3.04 Amending and Sarpplementing Contract format call deteriorate or be modified inadvertcatly or Docaunents otherwise without atithorizntion of the data's creator, the party receiving electronic files agrees that it will perform A. The Contract Documents may be amended to acceptance tests of procedures within 60 days, after which Provide for additions, deletions, and revisions in the Work the receiving party shall be deemed to have accepted the or to modify the terms and conditions thereof by either a data thus transferred. Any errors detected within the 60- Change Order or a Work Change Directive. day acceptance period will be corrected by the transferring party.. B. The requirements of the Contract Documents may be supplemented, and minor variations and C. When transferring documents in electronic deviations in the Work may be authorized, by one or more media format, the transferring party makes no of the following ways: representations as to long term compatibility, usability, or readability of documents resulting from the use of 1. A Field Order; software application packages„ operating systems, or computer hardware differing from those used by the 2, Engineer's approval of a Shop Drawing or data's creator, i Sample; (Subject to the provisions of Paragraph ! 6,17,D,3); or ARTICLE 4 AVAILABILITY OF LANDS; 3. Engineer's written interpretation or SUBSURFACE AND PHYSICAL, CONDITIONS; clarification. HAZARDOUS FNVIRONMENTAI, CONDITIONS; REFERENCE POINTS 3.05 Renew of Documents A. Contractor and any Subcontractor or Supplier 4.01 Avafla6tlity of hands or other individual or entity performing or furnishing all of the Work under a direct or indirect contract with A. Owner shall furnish the Site. Owner shall Contractor, shall not: notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the t, have or acquire any title to or ownership Site with which Contractor must comply ill performing tights in any of the Drawings, Specifications, or the Work. Owner will obtain in a timely manner and pay 4 other documents (or copies of any thereof) prepared by or tot easements for permanent stnrctures ol peranalicnt j bearing the seal of Engineer or Engineer's consultants, changes in existing facilities. If Contractor and Owner are including electronic media editions; or unable to agree oil entitlement to or on the amount or extent, if tiny, of any adlustnent in the Contract price or 2, reuse any of such Drawings, Specifications, Contract Times, or both, as a result of any delay in other documents, or copies thereof on extensions Owner's furnishing the site or it part thereof, Contractor of the Project or any other project without written consent may make a Claim therefor as provided in Paragraph of Owner and Engineer and specific written verification 10,05. or adapturn by Engineer. B. Upon reasonable written request, Owner shall B, The prohibition of this Paragraph 3.05 will furnish Contractor with it current statement of record Legal survive final payment, or termination of the Contract, title and legal description of the lands upon which the Nothing herein shall preclude Contactor from retaining Work is to be performed and Owner's interest therein as copies of the Contract Documents tot record purposes. necessary for giving notice of or filing a mechanic's or construction lien against such lands in accordance with 3.06 1 lectronic Data applicable Laws and Regulations. A. Copies of data furnished by Owner or C. Contractor shall provide for all additional Engineer to Contractor or Contractor to Owner or lands and access thereto that may be required for Engineer that may be relied upon are limited to the temporary construction facilities or storage of materials printed copies (also known as hard copies), Files in and equipment. 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 i - UCDC C -700 Standard General Conditions of the Construction Contract. � Copyright (0 2002 Notional Society of professional Engineers for EJCDC, All rights reserved. 00700 - 1 t I 1 i I 4 I 4.02 8ubswface and Physical Conditions 4. is of all unusual nature, and differs materially from conditions ordinarily encountered and generally A. Rejw is and Drahvings: The Supplementary recognized as inherent in work of the character provided Conditions Identify; for in the Contract Documents; 1, those reports of explorations and tests of then Contractor shall, promptly after becoming aware subsurface conditions at or contiguous to the Site that thereof and before further disturbing the subsurface or Frrgineer has used in preparing the Contract Documents; physical conditions or performing any Work in connec- Ind tion therewith (except in an emergency as required by Paragraph 6.16.A), notify Owner and Engineer in writing 2. those drawings of physical conditions in or about such condition, Contractor shall not further disturb relating to existing surface or subsurface strictures at or such condition or perform any Work in connection 6 contiguous to the Site (except Underground Facilities) therewith (except as aforesaid) until receipt of written that Engineer has used in preparing the Contract order to do so. Documents. B, Engineer's Re14eiv: After receipt of written B. Limited Reliance by Contractor on Technical notice as required by Paragraph 4.03,A, Engineer will Data Authorized; Contractor may rely upon the general promptly review the pertinent condition, determine the accuracy of the "technical data" contained in such reports necessity of Owner's obtaining additional exploration or and drawings, but such reports and drawings are not tests with respect thereto, and advise Owner in writing Contract Documents, Such "technical data" is identified (with a copy to Contractor) of Engineer's findings and in the Supplementary Conditions. Except for such reliance conclusions, on such "technical data," Contractor may not rely upon or make any claim against Owner or Fngineer, or any of C. Possible Price anti Tithes Adjustments their Related 1 with respect to: L The Contract Price or the Contract Times, or 1. the completeness of such reports and drawings both, will be equitably adjusted to the extent that the for Contractor's purposes, Including, but not limited to, existence of such differing subsurface or physical any aspects of the meads, methods, techniques, condition causes an increase or decrease in Contractor's sequences, and procedures of construction to be employed cost of, or time required for, performance of the Work, by Contractor, and safety precautions and programs subject, however, to the following: incident thereto; or a. such condition must meet any one or more of 2, other data, interpretations, opinions, and the categories described in Paragraph 4.03.A; int'orination contained in such reports or shown or and indicated in such drawings; or b, with respect to Work that is paid for on a Unit 3, any Contractor interpretation of or conclusion Price Basis, any adjustment in Contract Price drawn from any "technical data" or any such other data, will he subject to the provisions of Paragraphs interpretations, opinions, or information. 9.07 and 11.03. 4.03 D if feringSuhsiaftfee or Physical Conditions 2, Contractor shhall not be entitled to any adjustment in the Contract Price or Contract Threes it A. Notre; If Contractor believes that any subsur- face or physical condition at or contiguous to the Site that a, Contractor knew of the existence of such is uncovered or revealed either: conditions at the time Contractor made a final commitment to Owner with respect to Contract 1, is of such a nature as to establish that any Price and Contract Times by the submission of a "technical data" on which Contractor is entitled to rely as Bid or becoming bound under a negotiated provided in Paragraph 4.02 is materially inaccurate; or contract; cn' 2. is of such a nature as to require a change in the b, the existence of such condition could Contract Documents; or reasonably have been discovered or revealed as a result of any examination, Investigation, explo- 3, differs materially from that shown or indicated rutiotr, test, or study of the Site and contiguous in the Contract Documents; or areas required by the Bidding Requirements or Contract Documents to be conducted by or f'or Contractor prior to Contractor's making such final commitment; or I +MIK C -700 Standard General Conditions of the Construction Contract. Copyright 02002 Mitionat Society of Professional Engineers for FJCDC. All rights resclNed. 00700-12 c, Contractor failed to give the written notice its promptly review the Underground Facility and determine required by Paragraph 4.03.A. flic extent, if any, to which a change is required in (lie Contract Documents to reflect and document the 3. If Owner and Contractor tire unable to agree consequences of the existence or location of the Under- on entitlement to or on the amount or extent, if any, of ground Facility. During such thee, Contractor shall be any adjustment in the Contract Ili-ice or Contract Times, responsible for the safety and protection of such or both, a Claim may be made therefor as provided in Underground Facility. Paragraph 10,05. However, Owner and Engineer, and any of their Related Entities shall not be liable to Contractor 2, if' Engineer concludes that a change in the for any claims, costs, losses, or damages (including but Contract Doctiments is required, a Work Change not limited to all fees and charges of engineers, architects, Directive or a Change Order will be issued to reflect and attorneys, and other professionals and all court or document such consequences. An equitable ad ' justment arbitration or other dispute resolution costs) sustained by shall be niadc in the Contract Price or Contract Times, or Contractor on or in connection with any other project or both, to the extent that they are attributable to the anticipate(] project. existence or location or any Undeigromid Facility that was not shown or indicated or not shown or indicated 4,04 UndwgroundRaciflifles with reasonable accuracy in the Contract Documents and that Contractor did not know of find could not reasonably A. Shown or Indicated.• The information and data have been expected to be aware of or to have anticipated. .shown or indicated in the Contract Documents with If Owner and Contractor are unable to agree on respect to existing Underground Facilities at or entitlement to or on the alljount or extent, it' any, of any contiguous to the Site is based on information and data such adjustment Ili Contract Price or Contract Times, furnished to Owner or Engineer by the owners of such Owner of Contractor tnay make a Claim therefor as Underground Facilities, including Owner, or by others. provided in Paragraph 10,05. Unless it is otherwise expressly provided in the Sup- 131cinentary Conditions: 4,05 Reference Points 1. Owner and Engineer shall not be responsible A. Owner shall provide engineering surveys to for the accuracy or completeness of any such information establish reference points for construction which in of data, and Engineer's judgment are necessary to enable Contractor to proceed with the Work, Contractor shall be responsible 1 the cost of all of the following will be fbr laying out the Work, shall protect and preserve the included in the Contract price, and Contractor shall have established reference points and property monuments, and full responsibility for: shall make no changes of- relocations without the prior written approval of Owner. Contractor shall report to a. reviewing and checking all such information Engincer whenever any reference point or property and data, morninient is lost or destroyed or requires relocation because of necessary changes in grades or locations, and 1). locating all Underground Facilities shown or shall be responsible for the accurate replacement of indicated in the Contract Docotnenis, relocation o f such reference points or property worurnients by professionally qualified personnel. o, coordination of the Work with the owners of such Underground Facilities, including Owner, 4.06 ijazalvIous Environmental Condition at Site during construction, and A. J?ej.)orjs and Draivings: Reference is made to d. the safety and protection of all such Under- the Supplementary Conditions for the identification of ground Facilities and repairing any damage those reports and drawings relating to a Hazardous thereto resulting front the Work. Environmental Condition identified at (lie Site, if any, that have been utili7ed by the Engineer in the preparation of B. Not Shown or Indicated the Contract Documents. 1. If an Underground Facility is uncovered or B. Vinited Rellance by Contractor on Technical revealed at or contiguous to the Site which was not shown Data Authorized: Contractor may rely upon tile get ' general or indicated, or not shown or indicated with reasonable accuracy of the "technical data" contained in such reports accuracy in the Contract Documents, Contractor shall, and drawings, but such reports and drawings are not promptly after becoming aware thereof and before further Contract Documents. Such "technical data" is identified disturbing conditions affected thereby or performing any in the Supplementary Conditions, Except for such reliance Work in connection (herewith (except if) sit emergency as on swell , t ec h n i ca l d Contractor may not rely upon or required by Paragraph 6.16,A), identify the owner of'such make ,my claim against Owner or Engineer, or any of Underground Facility and give written notice to that their Related Entities with respect to: owner and to Owner and Engineer. Engineer will MCDC C-700 Standard General conditions or ate constroolon contract, Copyright V 2002 NaflonAl Society of P ro f ess i ona l E for r0CDC. All rights reserved. 09700- 13 1. the completeness of such reports and drawings entitlement to or oil the amount or extent, if any, of an for Contractor's purposes, including, but not limited to, adjustment in Contract Price or Contract Times as a result any aspects of the means, methods, techniques, sequences of deleting such portion of the Work, then either party and procedures of construction to be employed by may make a Claim therefor as provided in Paragraph Contractor and safety precautions and programs incident 10,05. Owner may have such deleted portion of tine Work thereto; or performed by Owner's own forces or others in accordance with Article 7. 2. other data, interpretations, opinions and information contained in such reports or shown or G. To the fullest extent permitted by laws and indicated in such drawings; or Regulations, Owner shall indemnify and hold harmless Contractor, Subcontractors, and Engineer, and file 3. any Contractor interpretation of or conclusion officers, directors, partners, employees, agents, drawn from any "technical data" or any such other data, consultants, and subcontractors of each and any of theta interpretations, opinions or information. fi•otm and against all claims, costs, losses, and damages (including but not limited to all files and charges of C. Contractor shall not be responsible for any engineers, architects, attorneys, and other professionals Hazardous Environmental Condition uncovered or re- and all court or arbitration or other dispute resolution vealed at the Site which was not shown or indicated in costs) arising out of or relating to a Hazardous Drawings or Specifeations or identified in the Contract Environmental Condition, provided that such Hazardous Documents to be within the scope of the Work. Environmental Condition: (i) was not shown or indicated Contractor shall be responsible for a Hazardous in the Drawings or Specifications or identified in the Environmental Condition created with any materials Contract Documents to be included within tine scope of brought to the Site by Contractor, Subcontractors, the Work, and (ii) was not created by Contractor or by Suppliers, or anyone else for whom Contractor is anyone for whom Contractor is responsible, Nothing in j responsible, this Paragraph 4,06. G shall obligate Owner to indemnify any individual or entity from and against the conse- D. If Contractor encounters a Hazardous quences of that individual's or entity's own negligence. Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous H. To the fullest extent permitted by Laws and Environmental Condition, Contractor stall immediately: Regulations, Contractor shall indemnify and hold (i) secure or otherwise isolate such condition; (ii) stop all harmless Owner and Engineer, and the officers, directors, Work in connection with such condition and in any area partners, employees, agents, consultants, and affected thereby (except in art emergency as required by subcontractors of each and any of their from and against Paragraph 6.16,A); and (iii) notify Owner and Engineer all claims, costs, losses, and damages (including but not (and promptly thereafter confirm such notice in writing). limited to all fees and charges of engineers, architects, Owner shall promptly consult with Engineer concerning attorneys, and other professionals and all court or j the necessity for Owner to retain a qualified expert to arbitration or other dispute resolution costs) arising out of 1 evaluate such condition or take corrective action, if any. or relating to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor E. Contractor shall not be required to resume is responsible. Nothing in this Paragraph 4.06,11 shall Work in connection with such condition or in any affected obligate Contractor to indemnify any individual or entity area until after Owner has obtained any required permits from and against the consequences of that individual's or related thereto and delivered to Contractor written notice; entity's own negligence. i (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work; or I. The provisions of Paragraphs 4,02, 4,03, and (ii) specifying any special conditions under which such 4.04 do not apply to a Hazardous Environmental I Work may be resumed safely. If Owner and Contractor Condition uncovered or revealed at the Site, cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Tithes, or both, as a result of such Work stop- ARTICLE 5 - BONDS AND INSURANCE page or such special conditions under which Work is _ _..._..� _ agreed to be restmned by Contractor, either party may thake a Claim therefor as provided in Paragraph 10.05, 5.01 Perfvr ntarree, Payment, and tourer Bowls i F If after receipt of such written notice A, Contractor shall furnish performance and Contractor does not agree to resume such Work based on payment bonds, each in an amount at least equal to the � a reasonable belief it is unsafe, or does not agree to Contract Price as security for the fafthtirl performance and resume such Work under such special conditions, then payment of all of Contractor's obligations under the Owner may order the portion of tine Work that is in the Contract Documents, These bonds shall remain in effect area affected by such condition to be deleted from the until one year after the date when final payment becomes Work. If owner and Co cannot agree as to due or until com of the correction period specified EJCDC C -700 Standard General Conditions of the Construction Contract Copyright O 2002 National Society of Professional Engineers for EJCDC All rights reserved, 00700-14 in Paragraph 23.07, whichever is later, except as provided from claims set forth below which may arise out of or otherwise by Laws or Regulations or by the Contract result from Contractor's performance of the Work and Documents. Contractor shall also furnish such other Contractor's other obligations under the Contract bonds as are required by (lie Contract Documents. Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or B. All bonds shall be in the form prescribed by indirectly employed by any of them to perform any of the the Contract Documents except as provided otherwise by Work, or by anyone for whose acts any of theist may be f Laws or Regulations, and shall be executed by such liable: sureties as are named in the current list of "Companies Molding Certificates of Authority as Acceptable Sureties 2. claims under . workers' compensation, on Federal Bonds and as Acceptable Reinsuring Compa- disability benefits, and other similar employee benefit hies as published in Circular 570 (amended) by the acts; .Financial Management Service, Surety Bond Branch, U.S, Department of the Treasury, All bonds signed by an agent 2, claims for damages because of bodily injury, must be accompanied by a certified copy of the agent's occupational sickness or disease, or death of Contractor's authority to act, employees; C. If the surety on tiny bond furnished by 3, claims for damages because of bodily injury, Contractor is declared bankrupt or becomes insolvent or sickness or disease, or death of any person other than its right to do business is terminated in any state where Contractor's employees; any part of the Project is located or it ceases to meet the requirements of Paragraph 5.01,13, Contractor shall 4. claims for damages insured by reasonably promptly notify Owner and )engineer and shall, within 20 available personal injury liability coverage which are sus - days after the event giving rise to such notification, tallied: provide another bond and surety, both, of which shall comply with the requirements of Paragraphs 5,013 and a. by any person as a result of all offense directly 5,02, or indirectly related to the employment of such person by Contractor, or 5.02 Licensed Suretie =s and Insurers b, by any other person for any other reason; A. All bonds and insurance required by the Contract Documents to be purchased and maintained by 5. claims for damages, other than to the Work Owner or Contractor shall be obtained from surety or itself; because of injury to or destruction of tangible insurance companies that are duly licensed or authorized property wherever located, including loss of use resulting in tine jurisdiction in which the Project is located to issue therefrom; and bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall 6. claims for damages because of bodily injury or j also meet such additional rmquiruruents and qualifications death of any person or property damage arising out of the 4 as may be provided in the Supplementary Conditions, ownership, maintenance or use of tiny motor vehicle. ,5,03 Certificates of'Insurance B, 'f policies of insurance required by this Paragraph 5.04 shall: A. Contractor shall deliver to Owner, with copies to each additional insured identified in the Supplementary 1. with respect to insurance required by Conditions, certificates of insurance (and other evidence Paragraphs 5.04,A3 through 5.04.A,6 inclusive, include i of insurance requested by Owner or any other additional as additional insured (subject to any customary exclusion insured) which Contractor is required to purchase and regarding professional liability) Owner and Engineer, and maintain. ally other individuals or entities identified in the Supple- mentary Conditions, all of whom shall be listed as addi- B; Owner shall deliver to Contractor, with copies tional insureds, and include coverage for the respective to each additional insured identified in the Supplementary officers, directors, partners, employees, agents, l Conditions, certificates of insurance (and other evidence consultants and subcontractors of each and any of all such of insurance requested by Contractor or ally other additional insureds, and the insurance afforded to these additional insured) which Owner is required to purchase additional insureds shall provide primary coverage for all t and maintain. claims covered thereby; 5.04 Conhwctor's Liability Msiwance 2, include at least the specific coverages and be written for not less than the limits of liability provided in A. Contractor shall purchase and maintain such the Supplementary Conditions or required by Laws or liability and other insurance as is appropriate for the Regulations, whichever is greater; Work b eing performed and as will provide prote ction EJCDC C -700 Standard Ceneral Conditions of the Couetrnctlwt CartrAct. Copyright ® 2002 National Society of Professionni Engineers for IdCDC. All rights reserved, 00700. 15 3, include completed operations insurance; 2, he written on a Builder's Risk "allrisk" or open peril or special causes of loss Policy ful"' that shall 4. include contractual liability insurance at least include Insurance for physical loss or damage to covering Contractor's indemnity obligations under the Work, temporary buildings, false work, and materials Paragraphs 6,11 and 6.20; and equipment in transit, and sliall insure against at least ti f p or causes of loss: fire, lightning, 5. contain a provision or endorsement that the extended coverage, theft, vandalism and malicious coverage afforded will not be canceled, materially mischief, earthquake, collapse, debris removal, changed or renewal iefilised until at least 30 days prior demolition occasioned by enforcement of Laws and written notice has been given to Owner and Contractor Regulations, wa t e r damage, (other than caused by flood) and to each other additional insured identified in the and such other perils or causes of loss as may be specifi- Supplementary Conditions to whom a certificate of cally required by the Supplementary Conditions; insurance has been issued (and tile certificates of insurance furnished by the Contractor pursuant to 3. include expenses incurred in the repair or Paragraph 5.03 will so provide); replacement of any insured property (including but not limited to fees and charges of engineers and architects); 6, remain in effect at least until final payment and at all flnies thereafter when Contractor may be 4, cover materials and equipment stored at the correcting, removing, or replacing defective Work in Site or at another location that was agree(] to in writing by accordance with Paragraph 13,07; and Owner prior to being incorporated in the Work, provided that such materials and equipment have been included in 7, with respect to completed operations insur- all Application for Payment recommended by Fnginecr; ance, and any insurance coverage written on a claims - made basis, remain In effect for at least two years after 5, allow for partial utilization of the Work by final payment. Owner; a. Contractor shall furnish Owner and each other 6, include testing and startup; and additional insured identified in the Supple- mentary Condition to whom a certificate of 7. be maintained in effect until final payment is insurance has been issued, evidence satisfactory made unless otherwise agreed to in writing by Owner, to Owner and any such additional insured of Contractor, and Engineer with 30 days written notice to con ti n u a tion, of such insurance at final payment each other additional insured to whom a certificate of and one year thereafter. insurance has been issued. 5.05 Mwers Liabilitj) Insurmice B, Owner shall purchase and maintain such boiler and machinery insurance or additional property A. In addition to the insurance required to be insurance as may be required by the Supplementary provided by Contractor under Paragraph 5,04, Owner, at Conditions or Laws and lz which will include Owner's option, may purchase and maintain at Owner's the interests of owner, Contractor, Subcontractors, and expense Owner's own liability insurance as will protect Engineer, and any other individuals or entities identified Owner against claims which may at-Ise from operations in the Supplementary Conditions, and the officers, under the Contract Documents, directors, partners, employees, agents, consultants and subcontractors of each and any of them, each of whom is 5.06 Property Insurance deemed to have all insurable interest and shall be listed as all insured or additional insured. A. Unless otherwise provided in the Supple- mentary Conditions, Owner shall purchase and maintain C. All the policies of insurance (and the certifi- property insurance upon the Work at the Site in the cates or other evidence thereof) required to be purchased amount of tlr® full replacement cost thereof (subject to and maintained in accordance with Paragraph 5,06 will such deductible amounts as may be provided in the contain a provision or endorsement that the coverage S Conditions or required by Laws and afforded will not be canceled or materially changed or Regulations). This Insurance shall: renewal refused until at least 30 (lays prior written notico has been give,, to Owner and Contractor and to each other 1, include the interests of Owner, Contractor, additional insured to whom a certificate of insurance has Subcontractors, and Engineer, and any other individuals been issued and will contain waiver provisions in accor- or entities identified in the Supplementary Conditions, dance with Paragraph 5.07, and tile officers, directors, partners, employees, agents, consultants and subcontractors of each and any of them, D. Owner shall not be responsible for purchasing each of whom is deemed to have an insurable interest and an d illa any property insurance specified in this shall be listed as all insured or additional insured; Paragraph 5.06 t p the Interests of Contractor, Subcontractors, or others in the Work to the extent of any EJCDC C•700 Standard General Conditions of the Construction Controct, Copyright 0 2002 National Society of P ro f ess i o n o l Engineers for FJCDC. All rights reserved. 00700-16 deductible amounts that are identified in the Supple- 1, loss dote to business intorruption, loss of use, mentaty Conditions. The risk of loss within such or other consequential loss extending beyond direct identified deductible amount will be borne by Contractor, physical loss or damage to Owner's property or the Work Subcontractors, or others suffering any such loss, and if caused by, arising out of, or resulting from fire or other any of them wishes property insurance coverage within perils whether or not insured by Owner; and the limits of such amounts, each may purchase and maintain it at the purchaser's own expense. 1 loss or damage to the completed Pro or part thereof caused by, arising out of, or resulting from E. If Contractor requests in writing that other fire or other insured peril or cause of loss covered by any special insurance be included in the property insurance property insurance maintained on the completed Project policies provided under Paragraph 5.06, Owner shall, if or part thereof by Owner during partial utilisation possible, include such insurance, and the cost thereof wil l pursuant to Paragraph 14.05, afler Substantial Completion be charged to Contractor by appropriate Change Order. pursuant to Paragraph 14,04, or after final payment j Prior to commencement of the Work at the Site, Owner pursuant to Paragraph 14,07. shall in writing advise Contractor whether or not such other insurance has been procured by Owner. C. Any insurance policy maintained by Owner covering any loss, damage or consequential loss referred 5.07 6faiver of Rights to in Paragraph 5.07,B shall contain provisions to the effect that in the event of payment of any such loss, A. Owner and Contractor intend that all policies damage, or consequential loss, the insurers will have no } purchased in accordance with Paragraph 5.46 will protect rights of recovery against Contractor, Subcontractors, or Owner, Contractor, Subcontractors, and Engineer, and all Engineer, and the officers, directors, partners, employees, other individuals or entities identified it) the Supple- agents, consultants and subcontractors of each and any of mentary Conditions to be listed as insureds or additional theta. insureds (and the officers, directors, partners, employees, agents, consultants and subcontractors of each and any of 5.08 Receipt and 111)p ication of insurance rance Proceeds them) in such policies and will provide primary coverage for all losses and dannages caused by the perils or causes A. Any insured loss under the policies of of loss covered thereby. All such policies shall contain insurance required by Paragraph 5.06 will be adjusted provisions to the effect that in the event of payment of with Owner and made payable to Owner as fiduciary for any loss or damage the insurers will have no rights of the insureds, as their interests may appear, subject to tine recovery against any of the insureds or additional insureds requirements of any applicable mortgage clause and of { thereunder, Owner and Contractor waive all rights against Paragraph 5,08,5, Owner shall deposit in a separate each other and their respective officers, directors, account any nnoney so received and shall distribute it in patttner% employees, agents, consultants and accordance with such agreement as the parties in interest subcontractors of each and any of them for all losses and may reach. If no other special agreement is reached, the darnages caused by, arising out of or resulting from any of damaged Work shall be repaired or replaced, the moneys the perils or Causes of loss covered by such policies and so received applied oil account thereof, and the Work and any other property insurance applicable to the Work, and, the cost thereof covered by an appropriate Change Order, in addition, waive all such rights against Subcontractors, and Engineer, and all other individuals or entities B. Owner as fiduciary shall have power to adjust identified in the Supplementary Conditions to be listed is and settle tiny loss with tine insurers unless one of the insured or additional insured (and the officers, directors, parties in interest shall object in writing within 15 days partners, employees, agents, consultants and after the occurrence of loss to Owner's exercise of this subcontractors of each and any of them) under such power. If such objection be made, Owner as fiduciary j policies for losses and damages so caused. None of the shall make settlement with tine insurers in accordance with above waivers shall extend to the rights that any party such agreement as tine parties in interest may reach. If no making such waiver may have to the proceeds of such agreement among the parties in interest is reached, insurance held by Owner as trustee or otherwise payable Owner as fiduciary shall adjust and settle the loss with the ; under any policy so issued, insurers and, if required in writing by any party in interest, Owner as fiduciary shall give bond for the proper B, Owner waives all rights against Contactor, performance of such duties. Subcontractors, and Engineer, and the Officers, directors, partners, employees, agents, consultants and 5.09 Acceptance of Bonds card Insurance, Option to subcontractors of each and any of them for: Replace A. if either Owner or Contractor has any objection to tine 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 oil the basis of non- conforman with tine Con tract EJCDC C -700 Standard General Conditions of the Construction Contract, Copyright Cu 2002 Nntionat Society of Prafesslonal Engineers for EJCDC, All rights resersed. 00700 17 _ _ Documents, the objecting party shall so notify the other received from the superintendent shall be binding oil party in writing, within 10 days after receipt of the Contractor. certificates (or other evidence requested) required by Paragraph 2,01,13. Owner and Contractor shall each 6,02 labor fVorhiiig Hours provide to the other such additional information in respect Of insurance provided as the other may reasonably A. Contractor shall provide competent, suitably request. If either party does not purchase or maintain all qualified personnel to survey and lay out the Work and of the bonds and insurance required of such party by the perform construction as required by the Contract Docu- C:'ontract Documents, such party shall notify the other inents, Contractor shall at all times maintain good disci - party in writing of such failure to purchase prior to the Kline and order at the Site. start of the Work, or of such failure to maintain prior to any change in (he required coverage. Without prejudice to B. Except as otherwise required for the safety or any other right or remedy, the other party may elect to protection of persons or the Work or property at the Site obtain equivalent bonds or insurance to protect such other or adjacent thereto, and except as otherwise stated in the party's interests at the expense of the party who was Contract Documents, all Work at the Site shall be required to provide such coverage, and a Change Order performed during regular working hours. Contractor will shall be issued to adjust the Contract Price accordingly, not permit the performance of Work on a Saturday, Sunday, or any legal holiday without Owner's written 5.10 Partial Utilization, Acknowledgment of Peoperty consent (which will not be unreasonably withheld) given Ir7surer after prior written notice to Engineer. A. If Owner finds it necessary to occupy or use a 6.03 Services, Materials, andl=;quiprueni portion or portions of the Work Prior to Substantial Completion of all the Work as provided in Paragraph A. Unless otherwise specified in the Contract 14,05, no such use or occupancy shall commence before Documents, Contractor shall provide and assume full the insurers providing the property insurance pursuant to responsibility for all services, materials, equipment, labor, Paragraph 5.06 have acknowledged notice thereof and in transportation, construction equipment and machinery, writing effected any changes in coverage necessitated tools, appliances, fuel, power, light; heat, telephone, thereby. The insurers providing the property insurance water, sanitary facilities, temporary facilities, and all other shall consent by endorsement on the policy or policies, facilities and incidentals necessary for the performance, but the property insurance shall not be canceled or testing, start -up, and completion of the Work. permitted to lapse on account of any such partial nse or occupancy. l3, 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 ARTICLE 6 CONTRACTOR'S RESPONSIBILITIES the Contract Documents. All special warranties and guarantees required by the Specifications shall expressly run to the benefit of Owner, If required by Engineer, 6A1 Supervision and Superintendence Contractor shall fin satisfactory evidence (including reports of required tests) as to the source, kind, and A. Contractor shall supervise, inspect, and direct quality of materials and equipment, the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as C. All materials and equipment shall be stored, may be necessary to perform the Work in accordance with applied, installed, connected, erected, protected, used, the Contract Documents. Contractor shall be solely cleaned, and conditioned in accordance with instructions f responsible for the means, methods, techniques, of the applicable Supplier, except as otherwise may be sequences, and procedures of construction. Contractor provided in the ContractDocunrents. shall not be responsible for the negligence of Owner or Engineer in tyre design or specification of a specific 6.04 Progress Schedule means, method, technique, sequence, er procedure of construction which is shown or indicated in and expressly A. Contractor shall adhere to the Progress eequired by the Contract Documents, Schedule established in accordance with Paragraph 2,07 as it may be adjusted from time to time as provided B, At all times during the progress of the Work, below. Contractor shall assign a competent resident superin- tendent who shalt not be replaced without written notice to Owner and Engineer except under extraordinary circumstances. T'he superintendent will be Contractor's representative at the Site aril shall have authority to act oil behalf of Contractor. All communications given to or CJCDC C -706 Standard GenernI Cmrditious of the Construction Contract. Copyright CO 2062 Nanoual Society of l'rofesslonal Engineers for EJCDC, All rights reserved, 0676 _. 1. Contractor shall submit to Engineer for acceptance (to the extent indicated in Paragraph 2.07) 2) it will conform substantially to the proposed adjustments in the Progress Schedule that will detailed requirements of the item natned in the not result in changing the Contract Times. Such adjust- Contract Documents. ments will comply with any provisions of the General Re- quirements applicable thereto. 2. Substitute Items 1 Proposed adjustments in the Progress H. If in Engineer's sole discretion an item of Schedule that will change the Contract Timcs shall be material or equipment proposed by Contractor submitted in accordance with the requirements of Article does not qualify as an "or- cmull" item under 12. Adjustments in Contract Times may only be made by Paragraph 6,05.&1, it will be considered a a Change Carder. proposed substitute item. I 6.05 Sirlrstifules and "Or- Equals'" b. Contractor shall submit sufficient information as provided below to allow Engineer to A. Whenever an item of material or equipment is determine that the item of material or equipment specified or described in the Contract Documents by proposed is essentially equivalent to that named using the name of a proprietary item or the name of` a and an acceptable substitute therefor. Requests particular Supplier, the specification or description is for review of proposed substitute items of intended to establish the type, function, appearance, and material or equipment will not be accepted by quality required. Unless the specification or description Engineer from anyone other thin Contractor. contains or is followed by words reading that no like, equivalent, or "or- equal" item or no substitution is c. The requirements for review by Engineer will permitted, other items of material or equipment or be as set forth in Paragraph 6.05.A.2.d, as material or equipment of other Suppliers may be supplemented in the General Requirements and submitted to Engineer for review under the circumstances as Engineer may decide is appropriate under the described below, circumstances. i 1. "Or -Equal Items' If in Engineer's sole d. Contractor shall make written application to discretion an item of material or equipment proposed by Engineer for review of a proposed substitute item Contractor is functionally equal to that named and of rnater�ial or equipment that Contractor seeks to sufficiently similar so that no change in related Work will furnish or use. The application. be required, it may be considered by Engineer as an "or- equal" item, in which case review and approval of the 1) shall certify that the proposed substi- proposed item may, in Engincer's sole discretion, be tute item wills accomplished without compliance with some or all of the requirements for approval of proposed substitute items, a) perform adequately the functions and For the purposes of this Paragraph 6,05.A.1, a proposed achieve the results called for by the item of material or equipment will be considered general design, functionally equal to an item so named it; b) be similar in substance to that a. in the exercise of reasonable judgment specified, and Engineer determines that: Q) be suited to the same use as that 1) it is at least equal in materials of specified; c construction, quality, durability, appearance, strength, and design characteristics; 2) will state, 2) it will reliably perform at least a) the extent, if any, to which the use of equally well the function and achieve the results the proposed substitute item will preju- imposed by the design concept of the completed dice Contractor's achievement of Project as a functioning whole, Substantial Completion on time; 3) it has a proven record of performance b) whether or not use of the proposed and availability of responsive service; and substitute iteni in fire Work will require a change in any of the Contract Docu- b. Contractor certifies that, if approved oil([ rnents (or in the provisions of any other incorporated into the Work; direct contract with Owner for other . work on the Proicct) to adapt the design 1) there will be no increase in cost to to the proposed substitute item; and the Owne or incr in Co ntract Times, and EJCDC C -700 Standard Cenerni Conditions of the Conslruciton Contract Copyright 0 2002 National Society of Professional Engineers for EJCDC. All rights reserved, 00700- 19 i 1 i l c) whether or not incorporation or use Documents (or in the provisions of any other direct t of the proposed substitute item in con- contract with Owner) resulting from the acceptance of nection with the Work is subject to each proposed substitute, payment of ally license fee or royalty, F. Contractor's Expense; Contractor shall 3) will identify: provide all data ill support of ally proposed substitute or j "or- equal" at Contractor's expense, ({ a) all variations of the proposed substitute item from that specified , and 6.06 Concerning Subcontractors, Suppliers, find others b) available engineering, sales, maintenance, repair, and replacement A, Contractor shall not employ any Subcon- services; tractor, Supplier, or other individual or entity (including those acceptable to Owner as indicated in paragraph 4) and shall contain an itemized esti- 6,06,B), whether initially or as a replacement, against mate of all costs or credits that will result whom Owner may have reasonable objection. Contractor directly or indirectly from use of such substitute shall not he required to employ any Subcontractor, item, including costs of redesign and claims of Supplier, or other individual or entity to furnish or Other contractors affected by any resulting perform any of the Work against whom Contractor has change, reasonable objection. B. Substltrde Conwructlon Methods or Proce- B. if the Supplementary Conditions require the dares: ff a specific means, method, technique, sequence, identity of certain Subcontractors, Suppliers, or other or procedure of construction is expressly required by the individuals or entities to be submitted to Owner in Contract Documents, Contractor may furnish or utilize a advance for acceptance by Owner by <a specified date substitute means, method, technique, sequence, or prior to the Effective Date of the Agreement, and if procedure of construction approved by Engineer. Contractor has submitted a list thereof in accordance with Cont'aetor shall submit sufficient information to allow the Supplementary Conditions, Owner's acceptance Engineer, in`Cagineer's sole discretion, to determine that (either in writing or by failing to make written objection the substitute proposed is equivalent to that expressly thereto by the date indicated for acceptance or objection called for by the Contract Documents. The requirements in the Bidding Documents or the Contract Documents) of for review by Engineer will be similar to those provided any such Subcontractor, Supplier, or other individual or in Paragraph 6,05.A.2. entity so identified may be revoked on File basis of reason- able objection after due investigation, Contractor shall I C. Engineer's Evalwition: F ngilneer will be submit an acceptable replacement for the rejected allowed a reasonable time within which to evaluate each Subcontractor, Supplier, or other individual or entity, and proposal or submittal made pursuant to paragraphs 6,05.A the Contract Price will be adjusted by the difference in the and 6,05,B. Engineer may require Contractor to furnish cost occasioned by such replacement, and an appropriate additional data about the proposed substitute item. Change Order will be issued . No acceptance by Owner of Engineer will be the sole judge of acceptability. No `or any such Subcontractor, Supplier, or other individual or eclual" or substitute will be ordered, installed or utilized entity, whether initially or as a replaeenrent, shall consti- until Engineer's review is complete, which will be tute a waiver of any right of Owner or Engineer to reject evidenced by either a Change Order for a substitute or an defective Work, f approved Shop Drawing for an "or equal." Engineer will advise Contractor it) writing of any negative C', Contractor shall be fully responsible to Owner determination. and Engineer for all acts and omissions of the Subcontractors, Suppliers, and other individuals or I D. Special Guarantee: Owner may require entities performing or furnishing any of the Work just as 1 Contractor to furnish tut Contractor's expense a special Contractor is responsible for C'ontractor's own acts and performance guarantee or other surety with respect to tiny omissions. Nothing in the Contract Documents: substitute, 1, shall create for the benefit of any such E. Engineer's Cost Reimbursement: Engineer Subcontractor, Supplier, or other individual or entity any will record lingincer's costs in evaluating a substitute contractual relationship between Owner or Engineer and proposed or submitted by Contractor pursuant to any such Subcontractor, Supplier or other individual or Paragraphs 6.05.A.2 and 6.05.13 Whether or not L:ugineer entity, nor approves a substitute item so proposed or submitted by Contractor, Contractor shall reimburse Owner for the 2. shall anything in the Contract Documents charges of Engineer for evaluating each such proposed create any obligation on the part of Owner or E substitute. Contractor shall also reimburse Owner for the Engineer to pay or to see to the payment of any moneys charge o f Engineer for making changes in th Contr due any such Subcontractor Supplier, or other individual EJCDC C -700 Standard Central Conditions or the Construction Contract, Copyright 0 2002 National Society of Professional Engineers for EJCDC, All rights reserved, 00700 i or entity except as may otherwise be required by I,aws B. To the fullest extent permitted by Laws and and Regulations. Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, D. Contractor shall be solely responsible for partners, employees, agents, consultants and scheduling and coordinating the Work of Subcontractors, subcontractors of each and any of theirs From and against Suppliers, and other individuals or entities performing or all claims, costs, losses, and damages (including but not furnishing any of the Work tinder a direct or indirect limited to all fees and charges of engineers, architects, contract with Contractor. attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of E. Contractor sliall require all Subcontractors, or relating to any infringement of patent rights or Suppliers, and such other individuals or entities per- copyrights incident to the use in the performance of the forming or furnishing any of the Work to communicate Work or resulting from the incorporation in the Work of with Engineer through Contractor. any invention, design, process, product, or device not specified in the Contract Documents. R The divisions and sections of the Specifica- tions and tine identifications of any Drawings shall not 6.08 Permits control Contractor in dividing the Work among Subcon- tractors or Suppliers or delineating the Work to be A. Unless otherwise provided in the Supple- performed by any specific trade. ineritany Conditions, Contractor shall obtain and pay for all construction permits and licenses. Owner shall assist G. All Work performed for Contractor by a Contractor, when necessary, in obtaining such permits Subcontractor or Supplier will be pursuant to an appro- and licenses. Contractor shall pay all governmental priate agreement between Contractor and the charges and inspection fees necessary for the prosecution Subcontractor or Supplier which specifically binds the of the Work which are applicable at the timc of opening Subcontractor or Supplier to the applicable terms and of Rids, or, if there are no Bills, on the Effective Date of conditio.ris of the Contract Documents for the benefit of the Agreement. Owner shall pay all charges of utility Owner and Engineer. Whenever any such agreement is owners for connections for providing permanent service with it Subcontractor or Supplier who is listed as an to the Work. additional insured on the property insurance provided in Paragraph 5.06, the agreement between the Contractor 6,09 Laws and Regulcallons and the Subcontractor or Supplier will contain provisions whereby the Subcontractor or Supplier waives all rights A. Contraetor shall give all notices required by against Owner, Contractor, and Engineer„ and all other and shall comply with all Laws and Regulations applica- individuals or entities identified in the Supplementary ble to the performance of the Work. Except where Conditions to be listed as insureds or additional insureds otherwise expressly required by applicable laws and j (and the officers, directors, partners, employees, agents, Regulations, neither Owner nor Engineer shall be consultants and subcontractors of each and any of them) responsible for monitoring Contractor's compliance with for all losses and damages caused by, arising out of, any Laws or Regulations. relating to, or resulting from ally of the perils or causes of loss covered by such policies and any other property 13, if Contractor performs any Work knowing or insurance applicable to the Work. if the insurers on any having reason to know that it is contrary to Laws or such policies require separate waiver forms to be signed Regulations, Contractor shall bear all claims, costs, by any Subcontractor or Supplier, Contractor will obtain losses, and damages (including but not limited to all fees the same, and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute 6.07 Patent lees and Royalties resolution costs) arising out of or relating to such Work. However, it shall not be Contractor's prinnary A, Contractor shalt pay all license fees and responsibility to make certain that the Specifications and royalties and assume all costs incident to tine use in the Drawings are in accordance with Laws and Regulations, performance of the Work or the incorporation in the Work but this shall not relieve Contractor of Contractor's of any invention, design, process, product, or device obligations under Paragraph 3.03, which is tine subject of patent rights or copyrights held by i others. If a particular invention, design, process, product, C. Changes in Laws or Regulations not known at or device is specified In the Contract Documents for use the time of opening of Bids (or, on the Effective Date of in the performance of the Work and if to the actual tine Agreement if there were no Bids) having an effect of' knowledge of Owner or Engineer its use is subject to tine cost or time of performance of the Work shall be the patent rights or copyrights calling for the payment of any subject of au adjustment in Contract Price or Contract license fee or royalty to others, the existence of such Times. If Owner and Contractor are unable to agree on rights shall be disclosed by Owner in the Contract entitlement to or oil the amount or extent, if any, of any Documents. such adjustment, a Claim may be made therefor as provid in Parag 10.05. v - -. -- EJCDC C -700 Stnndard General Conditions of the Construction ContrncC Copyright C0 2002 Natioaat Soctety of Professional Engineers fol'EJCDC. All rights reserved, 00700 - 21 I D. Loa€ling Structures: Contractor shall not load 6:10 Taxes nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall A. Contractor shall pay all sales, consumer, use, Contractor subject any part of the Work or adjacent and other similar taxes required to be paid by Contractor property to stresses or pressures that will endanger it, in accordance with the Laws and Regulations of the place of the Project which are applicable during tine 6.12 Record Documents performance of the Work. A. Contractor shill maintain in a safe place at tine 6.1.1 Usenf,We and Other Areas SIte one record copy of all Drawings, Specifications, Addenda, Change Orders, Work Change Directives, Field A. Limitation on Use of Site and Other Areas Orders, and written hnterpre(ations and clarifications in good order and annotated to show changes made during j 1. Contractor shall confine construction equip- construction. These record documents together with all I meat, the storage of materials and equipment, and the approved Samples and a counterpart of all approved Shop operations of workers to the Site and other areas Drawings will be available to Engineer for reference. permitted by Caws and Regulations, and shall not Upon completion of the Work, these record documents, unreasonably encumber the Site and other areas with Samples, and Shot) Drawings will be delivered to Engi- construction equipment or other materials or equipment. neer for Owner. Contractor shall assume full responsibility for any darnnage to any such land or area, or to the owner or 6.13 Safety and Protection occupant thereof, or of any adjacent land or areas resulting from the performance of the Work. A. Contractor shall be solely responsible for initiating, maintaining and supervising all safety precau- 2. Should any claim be made by any such owner tions and programs in connection with the Work, or occupant because of the performance of the Work, Contractor shall take all necessary precautions for the Contractor shall promptly settle with such other party by safety of, and shall provide the necessary protection to negotiation or otherwise resolve the claim by arbitration prevent damage, injury or loss to: or other dispute resolution proceeding or at law. 1, all persons on the Site or who may be affected 3. To the fullest extent permitted by Laws and by the Work; Regulations, Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, 2; all the Work and materials and equipment to partners, employees, agents, consultants and be incorpnrated therein, whether in storage oa or off the subcontractors of each and any of them from and against Site; and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, 3. other property at the Site or adjacent thereto, attorneys, and other professionals and all court or including trees, shrubs, lawns, walks, pavements, arbitration or other dispute resolution costs) arising out of roadways, structures, utilities, and Underground Facilities or relating to any claim or action, legal or equitable, not designated) for removal, relocation, or replacement in j brought by any such owner or occupant against Owner, the course of construction, Engineer, or any other party indemnified hereunder to the s extent caused by or based upon Contractor's performance B. Contractor shall comply with all applicable of the Work. haws and Regulations relating to the safety of persons or property, or to the protection of persons or property from B, Removal of Debris During Performance of the damage, injury, or loss; and shall erect and maintain all York: During the progress of the Work Contractor shall necessary safeguards for such safety and protection. keep the Site and other areas free from accumulations of Contractor shall notify owners of adjacent property and of waste materials, rubbish, and other debris. Removal and Underground Facilities and other utility owners when disposal of such waste materials, rubbish, and other debris prosecution of the Work may affect them, and shall shall conform to applicable laws and Regulations. cooperate, with therm in the protection, removal, relocation, and replacement of their property, C. Cleaning: Prior to Substantial Completion of the Work Contractor shall clean the Site and the Work C. All damage, injury, or loss to any property and make it ready for utilization by Owner. At the corn- referred to in Paragraph 6,13;A.2 or 6.13.A.3 caused, pletion of the Work Contractor shall remove from the Site directly or indirectly, in whole or in part, by Contractor, all tools, appliances, construction equipment and any Subcontractor, Supplier, or any other individual or machinery, and surplus materials and shall restore to entity directly or indirectly employed by any of them to original condition all property not designated for perform any of the Work, or anyone for whose acts any of alteration by the Contract Documents. them may be liable, shall be rennedied by Contractor (ex damage or loss a to the faul of Draw- F.JCDC C -700 Stnndard Gencrol Conditions of the Construction Controct. Copyright ro 2002 Neilonnl Society of Professional Engineers for EJCDC. All rights reserved. 00700.22 ings or Specifications or to the acts or omissions of b, Data shown on the Shop Drawings will be Owner or Engineer or , or anyone employed by any of complete with respect to quantities, dimensions, them, or anyone for whose acts any of them may be specified performance and design criteria, liable, and not attributable, directly or indirectly, in whole materials, and similar data to show Engineer the or in part, to tine fault or negligence of Contractor or any services, materials, and equipment Contractor Subcontractor, Supplier, or other individual or entity proposes to provide and to enable Engineer to directly or indirectly employed by any of them). review the information for the limited purposes required by Paragraph 6.17.D. D. Contractor's duties and responsibilities for safety and for protection of the Work shall continue until 2. Samples: Contractor shall also submit such time as all the Work is completed and Engineer has Samples to Engineer for review and approval in accor issued a notice to Owner and Contractor in accordance dance with the acceptable schedule of Shop Drawings and with Paragraph 14.07.B that the Work is acceptable Sample submittals. (except as otherwise expressly provided in connection j with Substantial Completion), a. Submit number of Samples specified in the Specifications, 6.14 Safely Representative b. Clearly identify each Sample as to material, A. Contractor shall designate a qualified and Supplier, pertinent data such as catalog numbers, I experienced safety representative at the Site whose duties the use for which intended and other data as and responsibilities shall be the prevention of accidents Engineer may require to enable 1 to and the maintaining and supervising of safety precautions review the submittal for the limited purposes and programs, required by Paragraph 6.17.1), 6.15 Hazard Communication I'rogrants B. Where a Shop Drawing or Sample is required by the Contract Documents or tine Schedule of Submittals A. Contractor shall be responsible for coordi- , any related Work performed prior to Engineer's review hating any exchange of material safety data sheets or and approval of the pertinent submittal will be at the sole other hazard communication information required to be expense and responsibility of Contractor. madc available to or exchanged between or among employees at tine Site in accordance with Laws or C. Submittal Procedures Regulations. 1, Before submitting each Shop Drawing or 6.16 Emergencies Sannple, Contractor shall have detennined and verified: { E A. In emergencies affecting the safety or protec- a. all field measurements, quantities, dimensions, tion of persons or the Work or property at tine Site or specified performance and design criteria, adjacent thereto, Contractor is obligated to act to prevent installation requirannonts materials, catalog threatened damage, injury, or loss. Contractor shall give numbers, and similar information with respect Engineer prompt written notice if Contractor believes that thereto; any significant changes in the Work or variations from the Contract Documents have been caused thereby or are b. the suitability of all materials with respect to required as a result thereof. If Engineer determines that a intended use, fabrication, shipping, handling, change in the Contract Documents is required because of storage, assembly, and installation pertaining to the action taken by Contractor in response to such an tine performance of the Work; emergency, a Work Change Directive or Change Order will be issued. c. all i+nforanrrtien relative to Contractor's responsibilities for means, methods, techniques, 6,17 Shona Drawings and Samples sequences, and procedures of construction, and safety precautions and programs Incident thereto; A, Contractor shall submit Shop Drawings and and Samples to Engineer for review and approval in accor- dance with the acceptable Schedule of Submittals (as d. shall also have reviewed and coordinated cacti required by Paragraph 2.07). Bach submittal will be Shop Drawing or Sample with other Shop identified as Engineer may require. Drawings and Samples and with the requirements of the Work and the Contract 1, Sinop Drawings Documents. a. Submit number of copies specified in the 2. Each submittal shall bear a stamp or specific General .Requirements. written certification that Contractor has satisfied Contractor's obligations under the Contract Do cuments rJCDC C -Inn Standard General Conditlous or the Construction Contract. T i Copyright V 2002 Nallortal Society of Professional Engineers for EJCDC. All rlghts reserved. 00700-23 with respect to Contractor's review and approval of that disagreements with Owner. No Work shall be delayed or subnnittaL postponed pending resolution of any disputes or disagreements, except as permitted by Paragraph 15.04 or 3. With each submittal, Contractor shall give as Owner and Contractor may otherwise agree in writing. Engineer specific written notice of any variations, that the Shop Drawing or Sample may have from the requirements 6. t9 Contractors General Warranty and Guarantee of the Contract Documents, This notice shall be both a written communication separate fiom the Shop Drawing's A, Contractor warrants and guarantees to Owner or Sample Submittal; and, in addition, by a specific that all Work will be in accordance with tine Contract notation made on each Shop Drawing or Sample submit - Documents and will not be defective. Engineer and its fed to Engineer for review and approval of each such Related Entities shall be entitled to rely on representation variation. of Contractor's warranty and guarantee. D, Engineer's Review H. Conti warranty and guarantee hereunder excludes defects or damage caused by; 1, Engineer will provide timely review of Shop Drawings and Samples in accordance with the Schedule 1, abuse, modification, or improper maintenance of Submittals acceptable to Engineer. Engineer's review or operation by persons other than Contractot, Sub - and approval will be only to determine if the items contractors, Suppliers, or any other individual or entity for covered by the submittals will, after installation or whom Contractor is responsible; or incorporation in the Work, conform to the infonnation given in the Contract Documents and be compatible with 2, normal wear and tear under normal usage. the design concept of the completed Project as a functioning whole as indicated by the Contract 17ocn- C. Contractor's obligation to perform and meats. complete the Work in accordance with the Contract DOenmentS shall be absolute. None of the fbilowirng will 2, Engineer's review and approval will not constitute an acceptance of Work that is not in accordance extend to means, methods, techniques, sequences, or with the Contract Documents or a release of Contrac[o's procedures of construction (except where a particular obligation to perform the Work in accordance with the means, method, technique, sequence, or procedure of con- Contract Documents; struction is specifically and expressly called for by the Contract Documents) or to safety precautions or programs 1, observations by Engineer; incident thereto, The review and approval of a separate Item as such will not indicate approval of the assembly in 2. recommendation by Engineer or payment by which the item functions, Owner of any progress or final payment; 3. Engineer's review and approval shall not 3, the issuance of a certificate of Substantial relieve Contractor from responsibility for any variation Completion by Engineer or any payment related thereto E from the requirements of the Contract Documents unless by Owner; [ Contractor has complied with the requirements of Paragraph 6.17.0,3 and Engineer has given written 4. use or occupancy of` the Work or any part approval of each such variation by specific written thereof by Owner; notation thereof incorporated in or accompanying the Shop Drawing or Saunple. Engineer's review and approval 5, any review and approval of a Shop Drawing or shalt not relieve Contractor from responsibility for Sample submittal or the issuance of a notice of acceptabil- complying with the requirements of Paragraph 6,17.0.1, ity by Engineer; L. Resubmilial Procedures 6. any inspection, test, or approval by others; oi l. Contractor shall make corrections required by 7, any correction of defective Work by Owner. Engineer and shall return the required number of cor- reeted copies of Shop Drawings and submit, as required, 6.20 ,huleinnifteation new Samples for review and approval, Contractor shall direct specific attention in writing to revisions other that) A. To the fullest extent permitted by Laws and the corrections called for by Engineer on previous Regulations, Contractor shall indemnify and hold submittals, harmless Owner and Engineer, and the officers, directors, partners, employees, agents, consultants and 6,18 Continuing the Work subcontractors of each and any of therm from and against all claims, costs, losses, and damages (including but not A; Contractor shall carry on the Work and adhere limited to ail fees and charges of engineers, architects, to the Progress Sche during all disputes or attorneys, an other professionals an all court or EJCDC C-700 Standard C;enerol Conditions of Cite C:omiructioa Contract, Copyright 0 2002 Nretionol Society of Professlonal Engineers for EJCDC, All rights reserved. 00700.24 arbitration or other dispute resolution costs) arising out of shall appear on all drawings, calculations, specifications, or relating to the performance of the Work, provided that certifications, Shop Drawings and other submittals any such claim, cost, loss, or damage is attributable to prepared by such professional. Shop Drawings and other bodily injury, sickness, disease, or death, or to injury to or submittals related to tine Work designed or certified by destruction of tangible property (other than the Work such professional, if prepared by others, shall bear such itself), including the loss of use resulting therefrom but professional's written approval when submitted to only to the extent caused by any negligent act or omission Engineer. of Contractor, any Subcontractor, any Supplier, or• any individual or entity directly or indirectly employed by any C. Owner and Engineer shall be entitled to rely i of them to perform any of the Work or anyone for whose upon the adequacy, accuracy and completeness of the acts any of them may be liable, services, certifications or approvals performed by such design professionals, provided Owner and Engineer have B. In any and all claims against Owner or specified to Contractor all performance and design criteria Engineer or any of their respective consultants, agents, that such services must satisfy, officers, directors, partners, or employees by any employ- cc (or the survivor or personal representative of such D. Pursuant to this Paragraph 6.21, Engineer's employee) of Contractor, any Subcontractor, any review and approval of design calculations and design Supplier, or any individual or entity directly or indirectly drawings will be only for the limited purpose of checking employed by any of there to perform any of the Work, or for conformance with performance and design criteria anyone for whose acts any of there may be liable, the given and the design concept expressed in the Contract indemnification obligation under Paragraph 6.20.A shall Documents. Fngineer's review and approval of Shop not be limited in any way by any limitation on the amount Drawings and other submittals (except design calculations or type of damages, compensation, or benefits payable by and design drawings) will be only for the purpose stated or for Contractor or any such Subcontractor, Supplier, or in Paragraph 6.17.13.E other individual or entity under workers' compensation � acts, disability benefit acts, or other employee benefit E. Contractor shall not be responsible for fire acts. adequacy of the performance or design criteria required by the Contract Documents. C. The indemnification obligations of Contractor under Paragraph 6,20.A shall not extend to fire liability of Engineer and Engineer's officers, directors; partners, ARTICLE 7 - OTHER WORK AT THE SITE employees, agents, consultants and subcontractors arising out of; 7.01 Related Work cut Site 1. the preparation or approval of, or the failure to prepare or approve, Wraps, Drawings, opinions, reports, A. Owner tray perform other work related to the surveys, Change Orders, designs, or Specifications; or Project at tine Site with Owner's employees, or via other direct contracts therefor, or have other work performed by 2, giving directions or instructions, or failing to utility owners. If such other work is not noted in the Con - give them, if that is the primary cause of the injury or tract Documents, then: dsunage. 1. written notice thereof will be given to 6.21 Delegation of Pr o essional Design Services Contractor prior to starting any such other work; and A. Contractor will not be required to provide 2. if Owner and Contractor are unable to agree professional design services runless such services are on entitlement to or an the amount or extent, if any, of f specifically required by the Contract Documents for a ally adjustment in the Contract Price or Contract "limes portion of the Work or unless such services are required that should be allowed as a result of such other work, a to carry out Contractor's responsibilities for construction Claim may be made therefor as provided in Paragraph means, methods, techniques, sequences and procedures. 10,05, Contractor shall not be required to provide professional services in violation of applicable law. B, Contractor shall afford each other contractor who is a pn irty to such a direct contract, each utility owner B, If professional design services or and Owner, If Owner is perforating other work with i certifications by a design professional related to systems, Owner's employees, proper and safe access to the Site, a materials or equipment are specifically required of reasonable opportunity for the introduction and storage of Contractor by the Contract Documents, Owner and materials and equipment and the execution of such other Engineer will specify all performance and design criteria work, and shall properly coordinate the Work with theirs, that such services must satisfy. Contractor shall cause Contractor shall do all cutting, fitting, and patohing of the such services or certifications to be provided by a Work that may be required to properly connect or properly licensed profe ssional, whose signat and seal otherwise make its seve parts come together and EJCDC C - 700 Stnndnrd Genernt Conditions of the Construetlou Contract, Copyright02002 Nntioual Society of Professional Engineers for EJCDC. All rights reserved. 00700-25 i properly integrate with such other work. Contractor shall ARTICLE 8 - OWNER'S RESPONSIBILHI S not endanger any work of others by cutting, excavating, t or otherwise altering their work and will only curt or alter their work with the written consent of Engineer and the 8.01 Communications to Contractor others whose work will be affected. The duties and responsibilities of Contractor under this Paragraph are for A. Except as otherwise provided in these General the benefit of such utility owners and other contractors to Conditions, Owner shall issue all communications to the extent that there are comparable provisions for the Contractor through Engineer. benefit of Contractor In said direct contracts between Owner and such utility owners and other contractors. 8,02 Replcteemenl of Fngtneer i C, If tine proper execution or results of any part A, In case of termination of the employment of � of Contractor's Work depends upon work performed by 1?nginecr, Owner shall appoint all engineer to whom others under this Article 7, Contractor shall inspect such Contractor makes no reasonable objection, whose status J other work and promptly report to Engineer in writing any under the Contract Docunients shall be that of the former delays, defects, or deficiencies in such other work that Engineer. � render it unavailable or unsuitable for the proper execution and results of Contractor's Work, Contractor's 8,03 Furnish Data failure to so report will constitute all acceptance of such other work as fit acid proper for integration with A, Owner shall promptly furnish the data Contractor's Work except for latent defects and required of Owner under the Contract Documents. deficiencies in such other work. i 8.04 Poy JFhen Due 7.02 Coordination A. Owner shall make payments to Contractor A, if Owner intends to contract with others for when they are due as provided in Paragraphs 14.02,C and (lie performance of other work on the Project at the Site, 14.07,0. the following will be set f'oilli in Supplementary Condi- tioiis: 8.05 Lancls and Easements; Reports caul Tests 1, the individual or entity who will have A. Owner's duties in respect of providing lands authority and responsibility for coordination of the and easements and providing engineering surveys to activities among the various contractors will be identified; establish reference points are set forth in Paragraphs 4.01 and 4,05. Paragraph 4.02 refers to Owner's identifying 2, the specific matters to be covered by such and making available to Contractor copies of reports of authority and responsibility will be itemized; and explorations and tests of subsurface conditions and drawings of physical conditions in or relating to existing 3. the extent of such authority and responsibili- surface or subsurface structures at or contiguous to tile ties will be provided. Site that have been utilized by Engineer in preparing the Contract Documents, Il, Unless otherwise provided in the Supplementary Conditions, Owner shall have sole 8.06 Insurance authority and responsibility for such coordination, A, Owner's responsibilities, if any, in respect to 7.03 Legal Retattonships purchasing and maintaining liability and property insur- ance are set forth in Article 5, A., Paragraphs 7,01,A and 7,02 tire not applicable for utilities not under the control of Owner. 8.07 Change Orclers 13. Each other direct contract of Owner under A. Owner is obligated to execute Change Orders Paragraph 7.01.A shall provide that the other contractor is as indicated in Paragraph 10.03. liable to Owner and Contractor for tine reasonable direct delay and disruption costs incurred by Contractor as a 8.08 Inspections, Tests, and.lpinwmd.s result of the other contractor's actions or inactions. f A. Owner's responsibility in respect to certain I C, Contractor shall be liable to Owner Laid any inspections, tests, and approvals is set forth in Paragraph other contractor for the reasonable direct delay and 13.03:B. disruption costs incurred by such other contractor sus a result of Contractor's action or inactions. C+JCDC C: -700 Sliiadard General Conditioas of fie Construelton Contract. Copyriglnl'� 2002 Nalional Sociely of Professional Engineers for f+;JCDC. All rights reserved. 00700-26 i r 8,09 Limitations on Owner's Resj)orrsibilities Owner informed of the progress of the Work and will endeavor to guard Owner against defective Work. A, Tile Owner shall not supervise, direct, or have control or authority over, nor be responsible for, D. Engineer's visits and observations are subject Contractor's means, methods, techniques, sequences, or to all the limitations on Engineer's authority and procedures of construction, or the safety precautions and responsibility set forth in Paragraph 9.09. Particularly, but j programs incident thereto, or for any failure of Contractor without limitation, during or as a result of Engineer's to comply with laws and Regulations applicable to the visits or observations of Contractor's Work Engineer will performance of the Work. Owner will not be responsible not supervise, direct, control, or have authority over or be for Contractor's failure to perform the Work in responsible for Contractor's means, methods, techniques, accordance with the Contract Documents, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any 8,10 (Indisclosed Mizardous Environmental failure of Contractor to comply with Laws and Condition Regulations applicable to the performance of the Work. 1 A. Owner's responsibility in respect to an undis- 9,03 Project Representative closed Hazardous Environmental Condition is set forth in Paragraph 4.06, A, If Chester and Engineer agree, Engineer will furnish a Resident Project Representative to assist 8,11 Evidence of T'Mancial Arrangemews Engineer in providing more extensive observation of the Work, Tile authority and responsibilities of any such A. If and to the extent Owner has agreed to Resident Project Representative and assistants will be as furnish Contractor reasonable evidence that financial provided ill the Supplementary Conditions, and arrangements have been made to satisfy Owner's limitations on the responsibilities thereof will be as obligations under the Contract Documents, Owner's provided in Paragraph 9.09, If Owner designates another responsibility in respect thereof will be as set forth in the representative or agent to represent Owner at tine Site who Suppletnentaty Conditions, 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 ARTICLE 9 - ENGINEER'S STATUS DURING Supplementary Conditions. CC7NSTRUCTION 9.04 Authorized Variations in Work 9.01 Owners Relrresentative A. Engineer may authorize mitior variations in the Work from the requirements of tine Contract A. Engineer will be Owner's representative Documents which do not involve an adjustment in tine during the construction period. The duties and responsi_ Contract Price or the Contract Times and are compatible bilities and the limitations of authority of Engineer as with the design concept of the completed Project as a Owner's representative during construction are set forth functioning whole as indicated by the Contract Docu- in the Contract Documents and wilt not be changed meats. These may be accomplished by a Field Order and without written consent of Owner auci) ngineer, will be binding oil Owner and also on Contractor, who shall perform the Work involved promptly, If Owner or } 9.02 Visits to Site Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, or { A, Engineer will make visits to the Site at inter- both, and the parties are unable to agree on entitlement to vats appropriate to the various stages of construction as or on the amount or extent, if any, of any such adjustment Engineer deems necessary in order to observe as an , a Claim may be made therefor as provided in Paragraph experienced and qualified design professional the 10.05, progress that has been made and the quality of the various aspects of Contractor's executed Work, Based oil 9,05 Rejecting Defective Work information obtained during such visits and observations, 1 Engineer, for the benefit of Owner, will determine, in A. Engineer will have authority to reject Work general, if the Work is proceeding in accordance with the which Engineer believes to be defective, or that Engineer Contract Documents. Engineer will not be required to believes will not produce a completed Project that make exhaustive or continuous inspections oil the Site to conforms to the Contract Documents or that will projudlce check the quality or quantity of the Work, Engineer's the integrity of tine design concept of the completed j efforts will be directed toward providing for Owner a Project as a functioning whole as indicated by the greater degree of confidence that the completed Work will Contract Documents, Engineer will also have authority to conform generally to the Contract Documents. Oil file require special inspection or testing of the Work as basis of such visits and observations, Engineer will keep provided in Paragraph 13,04, whether or not tine Work is fabricated, installed, or co — (ACDC C -700 Standard General Conditions of the Construction Contract. Copyright C 2002 National Society of Professional Engineers for EJCDC. All rights reserved, ^ 00700- 27 4 partiality to Owner or Contractor and will not be liable in 9.06 Shop Drmving.F, Change Order's and Payments connection with any interpretation or decision rendered in good faith in such capacity. A. In connection with Engineer's authority, and limitations thereof, as to Shop Drawings and Samples, see 9.09 Limitations on Engineer's Authority artd Paragraph 6.17. Res7ransfbiiitles I3, in connection with Engineer's authority, and A. Neither Engineer's authority or responsibility limitations thereof, as to design, calculations and design under this Article 9 or under any other provision of the drawings submitted in response to a delegation of Contract Documents nor any decision made by Engineer professional design services, if any, see Paragraph 6.21. in good faith either to exercise of not exercise such authority or responsibility or tile, undertaking, exercise, or C. In connection with Engineer's authority as to performance of any authority or responsibility by Change Orders, see Articles 10, 11, and 12. Engineer shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by Engineer to D. In connection with Engineer's authority as to Contractor, any Subcontractor, any Supplier, any other Applications for Payment, see Article 14. individual or entity, or to any surety for or employee or agent of any of therm 9.07 Delerminations,/ar Unit Price Work B, Engineer will not supervise, direct, control, or A. Engineer will determine the actual quatntities have authority over or be responsible for Contractor's and classifications of Unit Price Work performed by means, methods, techniques, sequences, or procedures of Contractor. Engineer will review with Contractor the construction, or the safety precautions and programs Engineer's preliminary determinations on such matters incident thereto, or for any failure of Contractor to before rendering a written decision thereon (by comply with Laws and Regulations applicable to the recommendation of an Application for Payment or performance of the Work. Engineer will not be respon- otherwise). Engineer's written decision thereon will be sible for Contractor's failure to perform fire Work in final and binding (except as modified by Engineer to accordance with the Contract Documents, 1 F reflect changed factual conditions or more accurate data) upon Owner and Contractor, subject to the provisions of C. Engineer will not be responsible for the acts Paragraph 10,05, or omissions of Contractor or of any Subcontractor, any supplier, or of any other individual or entity performing 9.08 Decisions on Rec/ttbvmenu qf' Contract any of tile Work. Documents and Acceptability of Work € D. Engineer's review of the final Application for A. Engineer will be the initial interpreter of the Payment and accompanying documentation and all requirements of the Contract Documents and judge of the maintenance and operating instructions, schedules, acceptability of the Work thereunder. All matters in guarantees, bonds, certificates of ins pection, tests- and question and other matters between Owner and Contractor approvals, and other documentation required to be arising prior to the date final payment is due relating to delivered by Paragraph 14.07.A will only be to determine the acceptability of the Work, and the interpretation of the generally that their content complies with the require,- requirements of the Contract Documents pertaining to the meats of, and in the case of certificates of inspections, performance of the Work, will be referred initially to tests, and approvals that the results certified indicate I Engineer in writing within 30 (lays of the event giving rise compliance with the Contract Documents. i to the question E. The limitations upon authority and responsi- E. Engineer will, with reasonable promptness, bility set forth in this Paragraph 9.09 shall also apply to, render a written decision on, the issue referred. If Owner the Resident Project Representative, if ally, and assistants, or Contfactor believe that any such decision entitles them if any. to an adjustment in the Contract Price or Contract Times or both, a Claim may be made under Paragraph IU5. The date of Engineer's decision shall be the date of the AWfICLE 10 • CHANOES IN THE WORK; CLAIMS event giving rise to the issues referenced for the purposes of Paragraph 10.05.13. 10.01 Authorized Changes in the Work � C. Engineer's written decision oil the issue referred will he final and binding on Owner and A. Without invalidating tine Contract and without Contractor, subject to the provisions ofParngraph 10.05. notice to any surely, Owner may, at any time or from time to time, order additions, deletions, or revisions in the D. When functioning as interpreter and judge Work by a Change Order, or a Work Change Directive. und this Paragraph 9.08, Engineer wilt not s how Upon receipt of any such document, Con tractor shall EJCDC C -700 Standard General Conditions of the Construction Coutraet. Copyright (0 2002 Nlifionel Society of Professional Engineers for FUCDC. All rights reserved. 00700-28 _ i promptly proceed with the Work Involved which will be 10.05 Claims performed under the applicable conditions of the Contract Documents (except as otherwise specifically provided). A, Engineer's Decision Requlrecl: All Claims, except those waived pursuant to Paragraph 14.09, shall be B. If Owner and Contractor are unable to agree referred to the Engineer for decision. A decision by on entitlement to, or on tine amount or extent, if any, of an Engineer shall be required as a condition precedent to any adjustment in tine Contract Price or Contract Times, or exercise by Owner or Contractor of any rights or remedies both, that should be allowed as a result of a Work Change either may otherwise have under the Contract Documents Directive, a Claim may be made therefor as provided in or by Laws and Regulations in respect of such Claihnis. Paragraph 10,05, B. Notice. Written notice stating the general 10.02 Unauthorized Changes in the Work nature of each Claim, shall be delivered by the claimant to Engineer and the other party to the Contract promptly (but A.Contractor shall not be entitled to an increase inn no event later than 30 days) after the start of the event in the Contract Price or all extension of the Contract giving rise thereto. Tile responsibility to substantiate a Times with respect to any work performed that is not Claim shall rest with the party making the Claim, Notice required by the Contract Documents as amended, of the amount or extent of the Claim, with supporting data modified, or supplemented as provided in Paragraph 3.04, shall be delivered to the Engineer and the other party to except in the ease of an emergency as provided in tine Contract within 60 days after the start of such event Paragraph 6,16 or in the case of uncovering Work as (unless Engineer allows additional time for claimant to provided it Paragraph 13.04.8. submit additional or more accurate data in support of such Claim), A Claim for an adjustment in Contract Price shall 10.03 Execution of Change Ordlers be prepared in accordance with the provisions of Paragraph 12,01,13• A Claim for an adjustment in Contract A. Owner and Contractor shall execute appropri- Time shall be prepared in accordance with the provisions ate Change Orders recommended by Engineer covering: of Paragraph 12.02.13, Each Clain shall be accompanied by claimant's written statement that the adjustment 1, changes in the Work which are: (i) ordered by claimed is tine entire adjustment to which the claimant Owner pursuant to Paragraph 10.01.A, (ii) required believes it is entitled as a result of said event. The because of acceptance of defective Work under Paragraph opposing party shall submit any response to Engineer and 13.08.A or Owner's correction of defective Work under the claimant within 30 days otter receipt of the claimant's Paragraph 13.09, or (iii) agreed to by the parties; last submittal (unless Engineer allows additional time). 2, changes in the Contract Price or Contract C, Engineer's Action; Engineer will review eaeln Tines which are agreed to by the panties, including any Claim and, within 30 days after receipt of the last undisputed sum or amount of time for Work actually submittal of the claimant or the last submittal of the performed in accordance with a Work Change Directive; opposing party, if any, lake one of tine following actions 1 and in writing: 3, changes in the Contract Price or Contract 1, deny the Claim in whole or in part, Times which embody the substance of any written decision rendered by Engineer pursuant to Paragraph 2, approve the Claim, or 10.05; provided that, in lion of executing any such Change Order, an appeal may be taken from any such 3. notify the parties that the Engineer is unable to I decision in accordance with the provisions of tile Contract resolve the Claim if, in the. Engineer's sole discretion, it j Documents and applicable Laws and Regulations, but would be inappropriate for the Engineer to cto so, For during any such appeal, Contractor shall carry on the purposes of further resolution of the Claim, such notice Work and adhere to the Progress Schedule as provided in shall be deemed a denial. Paragraph 6.I8.A. D. In the event that Engineer does not take action 10.04 Notification to Surety on a Claim within said 30 days, tine Claim shall be deemed denied. A. If notice of any change affecting the general scope of the Work or tike provisions of the Contract E, Engineer's written action under Paragraph i Documents (including, but not limited to, Contract Price 10,t15,C or denial pursuant to Paragraphs 10.05,0.3 or or Contract Times) is required by the provisions of any 10.05,D will be final and binding upon Owner and bond to be given to a surety, the giving of any such notice Contractor, unless Owner or Contractor Invoke the will be Contractor's responsibility, The amount of each dispute resolution procedure set forth in Article 16 within applicable bond will be adjusted to reflect the effect of 30 days of such action or denial. any such change. EKDC C -700 Standard General Conditions of the Coustruction Contract Copyright Chi 2002 National Society of Professional Eugiueers for ESCDC, All rights reserved. 00700-29 F, No Claire for an adjustment in Contract Price Contractor and shall deliver such bids to Owner, who will or Contract Tinges will be valid if not submitted in then determine, will) the advice of Englneer, which bids, accordance with this Paragraph 30,05, if any, will be acceptable, if any subcontract provides that the Subcontractor is to be paid oil the basis of Cost of tine Work plus a fee, the Subcontractor's Cost of the Work ARTIC,L,E I I - COST OF THE WORK; and fee shall be determined in the same manner as ALLOWANCES; UNIT PRICE WORD, Contractor's Cost of the Work and fee as provided in this 3 Paragraph 31.01. 1 1 1.01 Coast ref Me Work d, Costs of special consultants (including but not limited to Engineers, architects, testing laboratories, A. Costs Included: The term Cost of the Work surveyors, attorneys, and accountants) employed for means the sum of all costs, except those excluded in services specifically related to the Work. Paragraph 11.01,B, necessarily incurred and paid by Contractor in the proper performance of the Work. When 5. Supplemental costs including the following: the value of any Work covered by it Change Order or when a Claim for an adjustment in Contract Price is a, The proportion of necessary transportation, determined on the basis of Cost of the Work, the costs to travel, and subsistence expenses of Contractor's be reimbursed to Contractor will be only those additional employees incurred in discharge of duties or incremental costs required because of the change in (lie connected with the Work. Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by b. Cost, including transportation and mainte- Owner, such costs shall be in amounts no higher than nance, of all materials, supplies, equipment, those prevailing in the locality of the Project, shall include machinery, appliances, office, and temporary only the following items, and shall not include any of the facilities at the Site, and hand tools not owned by I costs itemized In Paragraph 11,01.13, the workers, which are constuned in the perfor- malice of the Work, and cost, less market value, 1. Payroll costs for employees in the direct of such items used but not consunhed which employ of Contractor in the performance of the Work remain the property of Contractor. under schedules of job classifications agreed upon by Owner and Contractor. Such employees shall include, c, Recitals of all construction equipment and without limitation, superintendents, foremen, and other machinery, and the parts thereof whether rented personnel employed full time at the Site. Payroll costs for from Contractor or others in accordance with employees not employed full time on the Work shall be rental agreements approved by Owner with the apportioned on the basis of their time spent on the Work, advice of Fingineer, and llte costs of Payroll costs shall include, but not be limited to, salaries transportation, loading, unloading, assembly, and wages phis the cost of fringe benefits, which shall dismantling, and removal thereof: All such costs include social security contributions, unemployment, shall be in accordance with the forms of said excise, and payroll taxes, workers' compensation, health rental agreements. 'file rental of any such equip - and retirement benefits, bonuses, sick leave, vacation and )Went, machinery, or parts shall cease when the holiday pay applicable thereto, The expenses of use thereof is no longer necessary for the Work. performing Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in d. Safes, consumer, use, and other similar taxes the above to the extent authorized by Owner. related to the Work, and for which Contractor is liable, imposed by Laws and Regulations. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of e, Deposits lost for causes other than negligence transportation and storage thereof, and Suppliers' field of Contractor, any Subcontractor, or anyone services required in connection therewith, All cash directly or indirectly employed by any of theta or discounts shall accrue to Contractor unless Owner for whose acts any of them may be liable, and deposits funds with Contractor with which to make pay- royalty payments and fees for permits and meats, in which case the cash discounts shall accrue to licenses, Owner, All trade discounts, rebates and refunds and returns from sale of surplus materials and equipment shall f. Losses and damages (and related expenses) accrlue to Owner, and Contractor shall make provisions so caused by damage to the Work, not compensate(] that they may be obtained. by insurance or otherwise, sustained by Contractor in connection with the performance 1 Payments made by Contractor to of the Work (except losses and damages within Subcontractors for Work performed by Subcontractors. If the deductible amounts of property insurance required by Owner, Contractor shall obtain competitive established in accordance with Paragraph bids from subcontractors acce ptable to Owner and 5.06,D prov ided such los ses and damages have — - EJCDC C -700 Standard General Conditions of the Construction Contract, Copyright 0 2002 National Society olProfessionat Engineers for MCDC All rights resencd, 007 00 _ - 30 resulted from causes other than the negligence of be determined as set forth in the Agreement. When the Contractor, any Subcontractor, or anyone value of any Work covered by a Change Carder or when a directly or ludirectly employed by any of them or Claim for an adjustment in Contract Price is determined for whose acts any of them may be liable. Such on the basis of Cost of the Work, Contractor's fee shall be losses shall include settlements made with the determined as set forth in Paragraph 12.01,0, written consent and approval of Owner, No such losses, damages, and expenses shall be included D. Documentation: Whenever the Cost of the in the Cost of the Work for the purpose of Work for any purpose is to be determined pursuant to determining Contractor's fee. paragraphs I LOLA and 1 LOEB, Contractor will establish and maintain records thereof in accordance with generally g. The cost of utilities, fuel, and sanitary accepted accounting practices and submit in a form facilities at the Site, acceptable to Engineer an itennized cost breakdown together with supporting data, 1 h. Minor expenses such as telegrams, long distance telephone calls, telephone service at the 11,02 Allowances Site, expresses, and similar petty cash items in connection with the Work. A. It is understood that Contractor has included in the Contract Price all allowances so named in the i. The costs of premiums for all bonds and Contract Documents and shall cause the Work so covered insurance Contractor is required by the Contract to be performed for such sunhs and by such persons or Documents to purchase and maintain. entities as may be acceptable to Owner and Engineer, B. Costs Rvoluded. The term Cost of the Work B. Cash Allowances shall not include any of the following items: 1, Contractor agrees that: 1, Payroll costs and other compensation of Contractor's officers, exeeutivcs, principals (of a. the cash allowances include the cost to partnerships and sole }proprietorships), general managers, Contractor (less any applicable trade discounts) safety managers, engineers, architects, estimators, actor- of materials and equipment required by tine neys, auditors, accountants, purchasing and contracting allowances to be delivered at the Site, and all agents, expediters, timekeepers, clerks, and other applicable taxes; and personnel employed by Contractor, whether at the Site or in Contractor's principal or branch office for general b, Contractor's costs for unloading and handling administration of the Work and not specifically included on the Site, labor, installation , overhead, profit, in the agreed upon schedule of job classifications referred and other expenses contemplated for the cash to in paragraph 11.0l.A.1 or specifically covered by allowances have been included in the Contract Paragraph 11,01.AA, all of which are to be considered Price and not in the allowances, and no demand administrative costs covered by the Contractor's fee, for additional payment on account of any of the foregoing will be valid, 2, Expenses of Contractor's principal and branch offices other than Contractor's office at the Site. C, Contingency Allowance ` 3, Any part of Contractor's capital expenses, 1. Contractor agrees that a contingency including interest on Contractor's capital employed for allowance, if any, is for the sole use of Owner to cover the Work and charges against Contractor for dclinquent unanticipated costs, payments. D. Prior to final payment, an appropriate Change 4. Costs due to the negligence of Contractor, any Order will be issued as recommended by L ngineer to Subcontractor, or anyone directly or indirectly employed reflect actual amounts due Contractor on account of Work by any of them or for whose acts any of them may be covered by allowances, and the Contract Price shall be liable, Including but not limited to, the correction of correspondingly adjusted. defective Work, disposal of materials or equipment i wrongly supplied, and making good any damage to 11.0:3 Unit Pelee Work iproper4y. A. Where the Contract Documents provide that 5, Other overhead or general expense costs of all or part of the Work is to be Unit price Work, initially any kind and the costs of any item not specifically and the Contract Price will be deemed to include for all Unit expressly included in Paragraphs 11.0 LA and 11,0 LB, Price Work an amount equal to tile sum of the unit price for each separately identified item of Unit price Work C. Contractor's Fee: When all the Work is times the estimated quantity of eaell Item as indicated in performed o the basis of cost -plus, Contractor's fee shalt the Agreement, _ tJCDC 0.700 Standard General Conditions of the Construction Contract. Copyright 0202 National Society of Professional Engineers for EJCDC. All rights reserved, 00700-31 I r 'i allowance far overhead and profit not necessarily in 13; The estimated quantities of items of Unit accordance with Paragraph 1201.C.2); or j Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial 3, where the Work involved is not cove:•cd by Contract Price, Determinations of the actual quantities unit prices contained in the Contract DocumcWs and and classiCcations of Unit Price Work performed by agreement to a lump sum is not reached under Paragraph Contractor will be made by Engineer subject to the 1201,332, on the basis of the Cost of the Work provisions of Paragraph 907. (determined as provided in Paragraph 11.01) plus a Contractor's fee for overhead and profit (determined as C. Each unit price will be deemed to include an provided in Paragraph 1101.C), amount considered by Contractor to be adequate to cover Con(ractor's overhead and profit for each separately C, Contractor`s Fee: The Contractor's The for identified item. overhead and profit shall be determined as follows: D, Owner or Contractor may snake a Claim for 1. a mutually acceptable fixed fee; or an adjustment in the Contract Price in accordance with Paragraph 10.05 if; 2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the various portions 1, the quantity of any item of Unit Price Work of the Cost of the Work: performed by Contractor differs materially and signift- candy from the estimated quantity of such item indicated a, for costs incurred under Paragraphs 11.I)I.A.I in the Agreement; and and 11.01.A.2, the Contractor's fee shall be IS Percent; 2, there is no corresponding adjustment with respect any other item of Work; and b. for costs incurred under Paragraph 11,01.A.9, the Contractor's fee shall be five percent; } 3. Contractor believes that Contractor is entitled to an increase in Contract Price as a result of having c, where one or more tiers of'subcontracts are on incurred additional expense or Owner believes that Owner the basis of Cost of tile Work plus a fee and no i is entitled to a decrease in Contract Price and the parties fixed fee is agreed upon, the intent of Paragraph are unable to agree as to the amount of any such increase 12.01.C.2.a is that the Subcontractor who or decrease, actually performs She Work, at whatever tier, will be paid a Ice of 15 percent of the costs incurred by such Subcontractor under Paragraphs ARTICLE 12 - CHANGE OF CONTRACT PRICE; 11,01.A.1 and 11.01,A.2 and that any higlier tier CHANGE OF CONTRACT" 1'uws Subcontractor and Contractor will each be paid a fee of five percent of the amount paid to the next lower tier Subcontractor; 12.011 Change of'Contract Price cl, no fee shall be payable on the basis ol.° costs A, The Contract Price may only be changed by it itemized tinder Paragraphs 11.01.A.4, 11.01.A S, Change Order, Any Claim for an adjustment in the and 11,01.13; Contract Price shall be based oil written notice submitted by the party making the Claim to the Engineer and the e. the amount of credit to be allowed by other patty to the Contract in accordance with the Contractor to Owner for any change which provisions of Paragraph 1005. results in a net decrease in cost will be the amount of the actual net decrease in cost plus a a B. The value of any Work covered by a Change deduction in Contractor's fee by an amouni; equal Order or of any Claim for an adjustment in the Contract to rive percent of such net decrease; and Price will be determined as follows: f°, when both additions and credits are involved 1, where the Work involved is covered by unit in any one change, tine adjustment in prices contained in the Contract Documents, by applica- Contractor's fee shall be computed on the basis tion of such unit prices to the quantities of the items of fhe net change in accordance with Paragnaphs involved (sut�ject to the provisions of Paragraph 11.03); 12.01.C.2.a through 12.01,C.2,e, inclusive. ot. 12,02 Change of Contract Dines 2. where the Work involved is not covered by unit prices contained in the Contract Documents, by a A. Tire Contract Times may only be changed by mutually agreed lump Simi (which may include an a Change Order. Any Claim for an adjustment in the Contract Tim sh all be based on writt notice sub mitted - - - -�� CJCAC C -700 Standard General Conditions of the Construction C011100 Copyright CO 2002 National Society of Professional Cukineers for EJCDC, All rights reserved, 00700-32 i by the party making the Claina to the Engineer and the other party to the Contract in accordance with the provisions of Paragraph 10.05. ARTICLE 13 - TEST'S AND INSPECTIONS; CORRE,,CTION, REMOVAL OR ACCEPTANCE OF B. Any adjustment of the Contract Titres DEFECTIVE WORK covered by a Change Order or any Claim for an adjustment in the Contract Times will be determined hr accordance with the provisions of this Article 12, 13,0} Notice of Defects 12,03 clays A. Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to A. Where Contractor is prevented from Contractor. All defective Work may be rejected, completing any part of the Work within the Contract corrected, or accepted as provided in this Article 13. Times due to delay beyond the control of Contractor, the Contract Times will be extended in nn amount equal to 13,02 access to Work the time lost due to such delay if a Claim is made therefor as provided in Paragraph 12,02.A. Delays beyond the A. Owner, Engineer; their consultants and other I control of Contractor shalt include, but not be limited to, representatives and personnel of Owner, independent ) acts or neglect by Owner, acts or neglect of utility owners testing laboratories, and governmental agencies with or other contractors performing other work as contemplat- jurisdictional interests will have access to the Site and the ed by Article 7, fires, floods, epidemics, abnormal Work at reasonable times for their observation, { weather conditions, or acts of God. inspecting, and testing. Contractor shall provide them 1 proper and safe conditions for such access and advise B. If Owner, Engineer, or other contractors or them of Colnti Site safety procedures and programs � utility owners performing other work for Owner as so that they may comply therewith as applicable, contemplated by Article 7, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the 13.03 I"esis and Inspections performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract A. Contractor shall give Engineer timely notice Price or the Contract Times , or both. Contractor's of readiness of the Work for all required inspections, entitlement to an adjustment of the Contract Times is tests, or approvals and shall cooperate with inspection and conditioned on such adjustment being essential to testing personnel to facilitate required inspections or tests. C'ontractor's ability to complete the Work within the Contract Times. B. Owner shall employ and pay for the services of an independent testing laboratory to perform all C If Contractor is delayed in the performance or inspections, tests, or approvals required by the Contract progress of the Work by fire, flood, epidemic, abnonnal Documents except: weather conditions, acts of God, acts or failures to act of { utility owners not under the control of Owner, or other 1. for inspections, tests, or approvals covered by causes not the fault of and beyond control of Owner and Paragraphs 13.03.0 and 13,03.D below; Contractor, then Contractor shall be entitled to an equitable adjustment in Contract 'Times, if such 2, that costs incurred in connection with tests or adjustment is essential to Contractor's ability to complete inspections conducted pursuant to Paragraph 13.04.13 the Work within the Contract Times. Such all adjustment shall be paid as provided in said Paragraph 13.04.0; and shall be Contractor's sole and exclusive remedy for the delays described in this Paragraph 12.03.C. 3, as otherwise specifically provided in the Con- tract Documents. D. Owner, Engineer and tare Related Entities of each of them shall not be liable to Contractor for any C. If Laws or Regulations of tiny public body claims, costs, losses, or damages (including but not having jurisdiction require any Work (or part thereof) { limited to all fees and charges of Eaagincers, architects, specifically to be inspected, tested, or approved by an attorneys, and other professionals and all court or employee or other representative of such public body, arbitration or other dispute resolution costs) sustained by Contractor shall assume full responsibility for arranging Contractor on or in connection with any other project or and obtaining such inspections, tests, or approvals, pay all anticipated pruiect. costs in connection therewith, and furnish Engineer the required certificates of inspection or approval E, Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delays D. Contractor shall be responsible for arranging within the control of Contractor, Delays attributable to and obtaining and shall pay all costs in connection with and within the control of a Subcontractor or Supplier shall any inspections, tests, or approvals required for Owner's be deemed to be delays with the control of Contractor, and Engineer's acce of materi or equip to EJCDC: C -700 Standard General Conditions o£ the Cons(ructlon Contract, Copyright (o 2002 National Society of 1'rofessionai Engineers for ETCDC. All rights reserved. 00700-33 _ be incorporated in the Work; or acceptance of materials, A. If the Work is defective, or Contractor fails to infix designs, of equipment submitted for approval prior to supply sufficient skilled workers or suitable materials or Contractor's purchase thereof for incorporation in the equiprilent, or fails to perform the Work in such a way Work. Site]] inspections, tests, or approvals shall be that the completed Work will conform to the Contract performed by organizations acceptable to Owner and Documents, Owner may order Contractor to stop the Engineer, w or k, or an y portion thereof, until the cause for such order has been eliminated; however, this right of Owner E, If any Work (of- the work of others) that is to to stop the Work shall not give rise to any duty on the part be inspected, tested, or approved is covered by Contractor of Owner to exercise this right tbr the benefit of without written concurrence of Engineer, it must, if Contractor, any Subcontractor, any Supplier, any other requested by Engineer, be uncovered for observation. individual or entity, or any surety for, or calployce or agent of any of them. F. Uncovering Work as provided in Paragraph 13.01F shall be at Contractor's expense unless 13,06 Co•teation or Removal of Defective Work Contractor has given F.ngincor timely notice of Contractor's intention to cover the same and Engineer has A. Promptly after receipt Of notice, Contractor 1. not acted with reasonable promptness in response to such s h a ll correc all defective Work, whether or not notice. fabricated, installed, or completed, or, if the Work has been re j ec ted by rogiricer, remove it from the Project and 13.04 Uncovei-ing JVork replace it with Work that is not defcutive. Contractor sliall pay all claims, costs, losses, and damages (including but A, If any Work is covered contrary to the written not limited to all fees and charges of engineers, architects, request of Engineer, it InUSt, if requested by Engineer, be attorneys, and other professionals and all court or uncovered for Engineer's observation and replaced at arbitration or other dispute resolution costs) arising out of Contractor's expense, o f relating to such correction or removal (including but not limited to all costs of repair Or replacement of work of 13. If Engineer considers it necessary or advisable others), that covered Work be observed by Engineer or inspected or tested by others, Contractor, at Engineer's request, B. When correcting defective Work under the , ;hall uncover, expose, or otherwise snake available for terms of this Paragraph 13,06 or Paragraph 13,07, observation, inspection, or testing as Engineer may Contractor shall take no action that would void or require, that portion of the Work in question, firmishing otherwise impair Owner's special warranty and guarantee, all necessary labor, material, and equipment, if any, on said Work. C. If it is found that the uncovered Work is 13,07 Correction N'404 defective, Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and A. If within one year after the date of Substantial charges of engineers, architects, attorneys, and Other Completion (or such longer period of time as may be ]rrofessionais and all Court Or arbitration or other dispute prcscribcd by the terms of any applicable special resolution costs) arising out of or relating to such guarantee required by the Contract Documents) or by any uncovering, exposure, observation, inspection, and specific provision of the Contract Documents, any Work testing, and of satisfactory replacement or reconstruction is found to be defective, or if the repair of any damages to (including but not limited to alt costs of repair or the land or areas made available for Contractor's use by replacement of work of others); and Owner shall be Owner or permitted by Laws and Regulations as entitled to an appropriate decrease in the Contract Price. If contemplated in Paragraph 6.1 LA is found to be the parties are unable to agree as to the amount thereof, defective, Contractor shall Promptly, without cost to Owner may make a Claim therefor as provided in Owner and in accordance with Owner's written Paragraph 10.05. instructions: D. if, the uncovered Work is not found to be 1. repair such def land Or areas; or defective, Contractor shall be allowed in increase in the Contract Price or an extension of the Contract Times, or 2, correct such defective Work; Or both, directly attributable to such uncovering, exposure, observation, inspection, testing, replacement, and 1. if the defective Work has been rejected by reconstruction, if the parties are unable to agree as to the Owner, remove it from the Project and replace it with amount or extent thereof, Contractor may make a Claim Work that is not defective, and therefor as provided in Paragraph 10.05, 4, satisfactorily correct or repair or remove and 1105 (Avner May Stop the Work replace any damage to other Work, to the work of others or other land or areas resulting therefrom. IMCDC C-700 S I antint-d Cener at Conditions off the C01181ructio U Con I I'llet Copyright (0 2002 National Society of'Professional Engioeers for FJCDC, All rights rescrved. 00700-34 i 9 B l B. If Contractor does not promptly comply with 13.09 Ou , ne►• May Correct Defective 11'ork the terms of Owner's written instructions, or in in emergency where delay would cause serious risk of loss A. If Contractor fails within a reasonable time or damage, Owner may have the defective Work after written notice from Engineer to correct defective con or repaired or may have the rejected Work re- Work or to remove and replace rejected Work as required moved and replaced. All claims, costs, losses, and by Engineer in accordance with Paragraph 13.06.A, or if damages (including but not limited to all fees and charges Contractor fails to perform the Work in accordance with of engineers, architects, attorneys, and other professionals tire Contract Documents, or if Contractor fails to comply and all court or arbitration or other dispute resolution with any other provision of the Contract Documents, costs) nrising out of or relating to such correction or repair Owner may, after seven days written notice to Contractor, or such removal and replacement (including but not correct or remedy any such deficiency. limited to all costs of repair or replacement of work of j others) will be paid by Contractor. B. In exercising the rights and remedies under this Paragraph 13.09, Owner shall proceed expeditiously. C. In special circumstances where a particular In connection with such corrective or remedial action, item of equipment is placed in continuous service bef "ore Owner may exclude Contractor from all or part of the Substantial Completion of all the Work, the correction Site, take possession of all or part of the Work and period for that item may start to run from an earlier date if suspend Contractor's services related thereto, take posses - so provided in the Specifications , sion of Contractor's tools, appliances, construction equipment and machinery at the Site, and incorporate in D. Where defective Work (and damage to other the Work all materials and equipment stored at the Site or Work resulting therefrom) has been corrected or removed for which Owner has paid Contractor but which are stored and replaced under this Paragraph 13.07, the correction elsewhere. Contractor shall allow Owner, Owner's i period heremider with respect to such Work will be representatives, agents and employees, Owner's other I extended for an additional period of one year after such contractors, and Engineer and Engineer's consultants correction or removal and replacement has been access to the Site to enable Owner to exercise the rights 1 satisfactorily completed. and remedies under this Paragraph. E. Contractor's obligations under this Paragraph C. All claims, costs, losses, and darnages 13.07 are in addition to any other obligation or warranty. (including but not limited to all fees and charges of The provisions of this Paragraph 13.07 shall not be engineers, architects, attorneys, and other professionals construed as a substitute for or a waiver of the provisions and all court or arbitration or other dispute resolution ) of any applicable statute of limitation or repose. costs) incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 13.09 will be 13.08 Acceptance of Defective fVork charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the A. If, instead of requiring correction or removal Contract Documents with respect to the Work; and Owner and replacement of defective Work, Owner (and, prior to shall be entitled to an appropriate decrease in the Contract Engineer's recommendation of final payment, Engineer) Price. If the parties are unable to agree as to the amount of i prefers to accept it, Owner may do so, Contractor shall the adjustment, Owner may make a Clain therefor as pay all claims, costs, losses, and damages (including but provided in Paragraph 10.05, Such claims, costs, losses not limited to all fees and charges of engineers, architects, and damages will include but not be limited to all costs of attorneys, and other professionals and all court or repair, or replacement of work of others destroyed or arbitration or other dispute resolution costs) attributable to damaged by correction, removal, or replacement of Owner's evaluation of and determination to accept such Contractor's defective Work. defective Work (such costs to be approved by Engineer as to reasonableness) and the diminished value of the Work D, Contractor shall not be allowed au extension to the extent not otherwise paid by Contractor pursuant to of the Contract Tines because of any delay in the this sentence, If any such acceptance occurs prior to performance of the Work attributable to the exercise by Engineer's recommendation of final payment, a Change Owner of Owner's rights and remedies under this Order will be issued Incorporating the necessary revisions Paragraph 13.09, 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 ARTICLE 14 - PAYMENTS TO CONTRACTOR AND so accepted.If the parties are unable to agree its to the COMPLETION i amount thereof, Owner may snake it Clain therefor as _ _ provided in Paragraph IU5. If the acceptance occurs after such recommendation, an appropriate amount will be 14.01 Schedule of Values paid by Contractor to Owner. A. The Schedule of Values established as provid- ed in Paragrap 2.07.A will serve as the basis for prog EJCnC C -700 Slandnrd General Condifions of the Construction Contract, Copyright 032002 Nntlonnl Society of Professional Englneers for EJCDC. All rights reserved. 00700-35 t payments and will he incorporated into a form of Applica- b, the quality of the Work is generally in accor- tion for Payment acceptable to Engineer. Progress dance with the Contract Documents (subject to payments on account of Unit Price Work will be based on au evaluation of the Work as a flmctioning whole i the number of units completed, prior to or upon Substantial Completion, to the results of any subsequent tests called for in the 14,02 Pi- ogreyy Paytrrenls Contract Documents, to a final determination of quantities and classifications for Unit Price Work A. Applications for Payments under Paragraph 9.07, and to any outer qualifications stated in the recommendation); and 1. At least 20 days before the date established in the Agreement for each progress payment (but not more c. the conditions precedent to Contractor's being often than once a month), Contractor shall submit to entitled to such payment appear to have been Engineer for review an Application for Payment filled out fulfilled in so far as it is Engineer's and signed by Contractor covering the Work completed as responsibility to observe the Wort of the date of the Application and accompanied by such supporting documentation as is required by the Contract 3. By recommending any such payment Enghtecr Documents. If payment is requested on the basis of will not thereby be deemed to have represented that: materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another a, inspections made to check the quality or tine location agreed to in writing, the Application for Payment quantity of the Work as it has been performed shall also be accompanied by a bill of sale, invoice, or have been exhaustive, extended to every aspect other documentation warranting that (owner has rcccived of the Work in progress, or involved detailed € the materials and equipment free and clear of all Liens inspections of tine Work beyond the responsi- and evidence that the materials and equipment are bilitics specifically assigned to Engineer in the covered by appropriate property insurance or other Contract Documents; or arrangements to protect Owner's interest therein, all of which must be satisfactory to Owner, b. that there may not be other matters or issues between the parties that might entitle Contractor 2. Beginning with the second Application for to be paid additionally by Owner or entitle Payment, each Application shall include in affidavit of Owner to withhold payment to Contractor, Contractor stating that all previous progress payments received on account of the Work have been applied on 4. Neither Engineer's review of Contractor's account to discharge Contractor's legitimate obligations Work for the ptrrposes of recommending payments nor 1 associated with prior Applications for Payment, Engineer's recommendation of any payment, including final payment, will impose responsibility on Engineer; 3, T'lae amount of retainage with respect to progress payments will Ire as stipulated in the Agreement, a. to supervise, direct, or control the Work, or E B. Review af. tpjxlicwions b, for tine means, methods, techniques, sequences, or procedures of construction, or the 1, Engineer will, within 10 days after receipt of safety precautions and programs incident thereto, each Application for Payment, either indicate in writing a or recommendation of` payment acrd present the Application to Owner or return the Application to Contractor c. for Contractor's failure to comply with Laws indicating in writing Engineer's reasons for refusing to and Regulations applicable to Contractor's recommend payment, In the latter case, Contractor may performance of the Work, or make the necessary corrections and resubmit the Application, d, to make any examination to ascertain how or for what purposes Contractor has used tine 2. Engineer's recommendation of any payment moneys paid on account of the Contract Price, or requested in au Application for Payment will constitute a representation by Engineer to Owner, based on Engineer's e. to determine that title to any of tine Work, observations on the Site of tine executed Work as an materials, or equipment has passed to Owner free experienced and qualified design professional and on and clear of any Liens. Engineer's review of (lie Application for Payment and the accompanying data and schedules, that to the best of S. Engineer may refuse to recommend the whole Engineer's knowledge, information and belief: or any part of any payment if, in Engineer's opinion, it would be incorrect to make the representations to Owner a, the Work has progressed to the point indicat- stated in Paragraph 14,02.13.2. Engineer may also refuse ed; to recommend any such payment or, because of subse- quently discovered evidence or the results of subsequent MCDC C -700 Stondard General t;ondttlons of the Constructtoa Coutrnet, Copyright Co 2002 NotionnI Soelcry of Prafess ion of Engineers for EJCDC. All rights reserved, 00700-36 j inspections or tests, revise or revoke any such payment 3. If it is subsequently determined that Owner's recommendation previously made, to such extent as may refusal of payment was not justified, the amount be necessary in Engineer's opinion to protect Owner from wrongfully withheld shall be treated as an amount due as loss because; determined by Paragraph 14.02.0.1. a. the Work is defective, or completed Work has 14,03 Contractor's 11 of Title been damaged, requiring correction or replace- ment; A. Contractor warrants and guarantees that title to all Work, materials, and equipment covered by any b. the Contract Price has been reduced by Application for Payment, whether incorporated in the Change Orders; Project or not, will pass to Owner rro later than the tilde of payment free and clear of all Liens, c, Owner has been required to correct defective Work or complete Work in accordance with 14.04 5ubslwilial Completion Paragraph 13,09; or A. When Contractor considers the entire Work d. Engineer has actual knowledge of the ready for its intended use Contractor shall notify Owner occurrence of any of the events enumerated in and Engineer in writing that the entire Work is Paragraph 15.02.A. substantially complete (except for items specifically listed by Contractor as incornpletc) and request that Engineer C, Payment Becomes Diec issue a certificate of Substantial Completion. I. Ten days after presentation of the Application B. Promptly after Contractor's notification, , for Payment to Owner with Engineer's recommendation, Owner, Contractor, and Engineer shall make an the amount recommended will (subject to the provisions inspection of the Work to determine the status of of Paragraph 14,02.D) become due, and when due will be completion. If Engineer does not consider the Work paid by Owner to Contractor, substantially complete, 'Engineer will notify Contractor in writing giving the reasons therefor, D. Ilecttictian in Payment i C. If Engineer considers the Work substantially 1, Owner may refuse to make payment of tile fill complete, Engineer will deliver to Owner a tentative amount recommended by Engineer because; certificate of Substantial Completion which shall fix the date of Substantial Completion, There shall be attached to a, claims have been made against Owner on the certificate a tentative list of items to be completed or account of Contractor's performance or furnish- corrected before final payment. Owner shall have seven ing of the Work; days after receipt of the tentative certificate during which to make written objection to Engineer as to any provisions b. Liens have been filed in connection with the of the certificate or attached list. If, after considering such Work, except where Contractor has delivered a objections, Engineer concludes that tine Work is not specific bond satisfactory to Owner to secure the substantially complete, Engineer will within '14 stays after satisfaction and discharge of such Liens; submission of the tentative cer•tifteate to Owner notify Contractor in writing, stating the reasons therefor. If, after c. there are other items entitling Owner to a consideration of Owner's objections, Engineer considers set -off against the amount recommended; or the Work substantially complete, Engineer will within said 14 clays execute and deliver to Owner and Contractor d. Owner has actual knowledge of the occurrence a definitive certificate of Substantial Completion (with a of any of the events enumerated in Paragraphs revised tentative list of items to be completed or correct - 14.02.B.5.a through 14.02.B•S.c or Paragraph ed) reflecting such changes from the tentative certificate 15,01A. as Engineer believes ,justified after consideration of any objections from Owner, 1 If Owner refuses to snake payment of the fill amount recommended by Engineer, Owner will give D. At the time of delivery of the tentative I Contractor immediate written notice (with a copy to certificate of Substantial Completion, Bilgincer will Engineer) slating the reasons for such action and promptly deliver to Owner and Contractor a written recommt;n- I pay Contractor any amount remaining after deduction of dation as to division of responsibilities pending final the amount so withheld, Owner shall promptly pay payment between Owner and Contractor with respect to Contractor the amount so withheld, or any adjustment security, operation, safety, and protection of the Work, thereto agreed to by Owner and Contractor, when maintenance, heat, utilities, insurance, and warranties and i Contractor corrects to Owner's satisfaction the reasons for guarantees. Unless Owner and Contractor agree otherwise such action. in writing and so inform Engineer in writing prior to Engineer' issuing the definitive certificate of Subst antial E JCDC C -700 Standard General Conditious of the Construction Contract. Copyright 0 2002 National Society of Yrefessional Engineers for r.JC DC, All rights reserved. 00700-37 Completion, Engineer's aforesaid recommendation will that the Work is incomplete or defective. Contractor shall be binding on Owner anti Contractor until final payment, immediately take such measures as are necessary to complete such Work or remedy such deficiencies, E. Owner shall have fhe right to exaluda Contractor from the Site after the date of Substantial 14.07 Final l'aymertl Completion subject to allowing Contractor reasonable access to complete or correct items on the tentative list. A, Application for Payment 14.05 Partial116117ation 1. After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections A, Prior to Substantial Completion of all the identified during the final inspection and has delivered, in Work, Owner may use or occupy any substantially accordance with the Contract Documents, all maintenance completed part of the Work which has specifically been and operating instructions, schedules, guarantees, bonds, identified in the Contract Documents, or which Owner, certificates or other evidence of insurance certificates of Engineer, and Contractor agree constitutes a separately inspection, marked -up record documents (as provided in P functioning and usable part of the Work that can be used Paragraph 6.12), and other documents, Contractor may f by Owner for its intended purpose without significant make application for final payment following tyre interference with Contractor's performance of the procedure for progress payments. remainder of the Work, subject to the following condi- tions. 1 The final Application for Payment shall be accompanied (except as previously delivered) by; 1, Owner at any time may request Contractor in writing to permit Owner to use or occupy any such part of a, all documentation called for in tine Contract the Work which Owner believes to be ready for its Documents, including but not limited to the intended use and substantially complete. If and when evidence of insurance required by Paragraph Contractor agrees that such part of tine Work is 5,04.13.7; substantially complete, Contractor will certify to Owner and Engineer that such part of the Work is substantially b, consent of the surety, if any, to final payment; complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. c. a list of all C:lainis against Owner that r Contractor believes are unsettled; and 2. Contractor at any time may notify Owner and Engineer in writing that Contractor considers any such d, complete and legally effective releases or part of the Work ready for its intended use and substan- waivers (satisfactory to Owner) of all Lien rights tially complete and request Engineer to issue a certificate arising out of or Liens filed in connection with of Substantial Completion for that park of the Work. the Work, i I 3, Within a reasonable time after either suelr 3. In lieu of the releases or waiver's of I,icns request, Owner, Contractor, and Engineer shall make an specified in Paragraph 14.07.A.2 and as approved by inspection of that part of the Work to determine its status Owner, Contractor may furnish receipts or releases in fall of completion. If Engineer does not consider that part of and an affidavit of Contractor that; (i) the releases and the Work to be substantially complete, Engineer will receipts include all labor, services, material, and notify Owner and Contractor in writing giving the reasons equipment for which a Lien could be filed; acid (ii) all therefor, If Engineer considers that part of the Work to be payrolls, material and equipinunt bills, and other substantially complete, the provisions of Paragraph 14.04 indebtedness connected with the Work for which Owner will apply with respect to certification of Substantial or Owner's property might in any way be responsible have Completion of that part of the Work and the division of been paid or otherwise satisfied. If any Subcontractor or responsibility in respect thereof and access thereto. Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral 4, No use or occupancy or separate operation of satisfactory to Owner to indemnify Owner against any part of the Work may occur prior to compliance with the Lien. requirements of Paragraph 5.10 regarding property insurance. B. Engineer's Review of ApI)lteation Lind Acceptance 14.06 Final Inspectiorn I , If, on the basis of Engineer's observation of A. Upon written notice from Contractor that the the Work during construction and final inspection, and t entire Work or an agreed portion thereof is complete, Engineer's review of the final Application for Payment Engineer will promptly make a final inspection with and accompanying documentation as required by the Owner and Contracfor and will notify Contractor in Contract Documents, Engineer is satisfied that the Work writing of all p in which this inspection reveals has been completed and Con tractor's other obli 14CDC C -700 Stnndard General Conditions of the Consh-uelion Contract, Copyright 0 2002 Nationol Soddy of Professionrd Engineers for EJCDC. All rights reserved. 00700 -38 I P j r l 1 under the Contract Documents have been fulfilled, with the requirements herein and expressly acknowledged Engineer will, within ten clays after receipt of the final by Owner in writing as still unsettled. Application for Payment, indicate in writing E'ngineer's recommendation of payment and present the Application for Payment to Owner for payment, At the same time ARTICLE 15 - SUSPENSION Or WORT{ AND Engineer will also give written notice to Owner and TERMINATION Contractor that the Work is acceptable subject to the provisions of Paragraph 14.09, Otherwise, Engineer will return the Application for Payment to Contractor, indicat- 15,01 owner May Smv1)end Work ing in writing the reasons for refusing to recommend final payment, kn which case Contractor shall make the A. At any time and without cause, Owner may necessary corrections and resubmit the Application for suspend the Work or any portion thereof f'or a period of Payment. not more (hall 90 consecutive days by notice Ili writing to Contractor and Engineer which will fix, the date on which C. Payment Becomes Due Work will be resumed. Contractor shall resume the Work on tine date so fixed. Contractor shall be granted an adjust - 1, Thirty days after the presentation to Owner of meat hi the Contract Price or an extension of the Contract the Application for Payment and accompanying docu- Tines, or both, directly attributable to any such mentation, the amount recommended by Engineer, less suspension if Contractor makes a Claim therefor as 1 any sum Owner is entitled to set off against Engineer's provided hn Paragraph 10.05. recommendation, including but not limited to liquidated damages, will become due and , will be paid by Owner to 15.02 Owner May Terminate far Cause Contractor. A, The occurrence of any one or more of the 1.4,08 Final Completion Delayed following events will justify termination for cause: A. If, through no fault of Contractor, final 1, Contractor's, persistent failure to perform tine completion of the Work Is significantly delayed, and if Work in accordance with the Contract Documents Engineer so confirms, Owner shall, upon receipt of (including, but not limited to, failure to supply sufficient Contractor's final Application for Payment (for Work skilled workers or suitable materials or equipment or fully completed and accepted) and recommendation of failure to adhere to the Progress Schedule established ` E Engineer, and without terminating the Contract, make under Paragraph 2.07 as adjusted from time to time payment of the balance due for that portion of the Work pursuant to Paragraph 6.04); fully completed and accepted. If the remaining balance to be held by Owner for Work not fully completed or 2. Contractor's disregard of Laws or Regulations corrected is less than the retainage stipulated in the of any public body having jurisdiction; Agreement, and if bonds have been furnished as required Ili Paragraph 5,0 1, the written consent of the surety to the 3. Contractor's disregard of the authority of payment of the balance due for that portion of the Work Enghneer; or fully completed and accepted shall be submitted by Contractor to Fngineer with the Application for such 4, Contractor's violation Ili any substantial way payment. Such payment shall be made under the terms of any provisions of the Contract Documents. and conditions governing final payment, except that it shall not constitute a waiver of Claims. B, If one or more of the events identified in Paragraph 15.02.A occur, Owner may, after giving 14,09 1Vaiver of Claims Contractor (and surety ) seven days written notice of its intent to terminate the services of Contractor: A. The making and acceptance of final payment will constitute: 1. exclude Contractor from the Site, and take possession of the Work and of all Contractor's tools, 1. a waiver of all Claims by Owner against appliances, construction equipment, and machinery at the Contractor, except Claims arising from unsettled Liens, Site, and use the same to the .full extent they could be from defective Work appearing after final inspection used by Contractor (without liability to Contractor for Pursuant to Paragraph .14.06, from failure to comply with trespass or conversion), i tine Contract Documents or the terms of Any special guarantees specified therein, or from Contractor's 2, incorporate In the Work all materials and continuing obligations under the Contract Documents; equipment stored at the Site or for which Owner has paid and Contractor but which are stored elsewhere, and 2, a waiver of all Claims by Contractor against Owner other than tho previously ma de Ili accordance _ — EJCDC; C -700 Standard General Conditions of the C,onStraetion CoutrAd, Copyrlomt 032002 Nalional Society of f'rofossionat Engineers for EBCDC. All rights reserved, 00700-39 1 3. complete the Mork as Owner may deem 2. expenses sustained prior to the effective date expedient. of termination in performing services and fumishing labor, materials, or equipment as required by the Contract C. if owner proceeds as provided its Paragraph Documents in connection with uncompleted Work, plus 15.02.13, Contractor shall not be entitled to receive any fair and reasonable sums for overhead and profit on such further payment until the Work is completed. If the expenses; unpaid balance of the Contract Price exceeds all claims, costs, losses, and damages (including but not limited to all 3, all claims, costs, losses, and damages fees and charges of engineers, architects, attorneys, fund (including but not limited to all fees and charges of other professionals end all count or arbitration or other engineers, architects, attorneys, and other professionals dispute resolution costs) sustained by Owner arising out and all court or arbitration or other dispute resolution of or relating to completing the Work, such excess will be costs) incurred in settlement of terminated contracts with paid to Contractor. If such clainns, costs, losses, and Subcontractors, Suppliers, and others; and damages exceed such unpaid balance, Contractor shall pay the difference to Owner. Such clainns, costs, losses, 4. reasonable expenses directly attributable to and damages incurred by Owner will be reviewed by termination, Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. I3. Contractor shall not be paid on account of loss When exercising any rights or remedies under this of anticipated profits or revenue or other econonnic loss Paragraph Owner shall not be required to obtain the arising out of or resulting from such termination. lowest price for the Work performed. 15.04 Conti-actor MarvStop Mork -at Termh tale D. Notwithstanding Paragraphs 15.02.13 and 15.02.0, Contractor's services will not be terminated it' A. if, through no act or fault of Contractor, (i) Contractor begins within seven days of receipt of notice the Work is suspended for more than 90 consecutive days of intent to terminate to correct its failure to perform and by Owner or sunder all order of court or other public proceeds diligently to clue such failure within no more authority, or (ii) Engineer fails to act on any Application than 30 days of receipt of said notice. for Payment within 30 days after it is submitted, or (iii) Owner fails t'or 30 days to pay Contractor any stun finally h. Where Contractor services have been so determined to be due, then Contractor may, upon seven i terminated by Owner, the termination will not affect any clays written notice to Owner and Engineer, and provided rights or remedies of Owner against Contractor then Owner or Engineer do not remedy such suspension or 1 existing or which may thereafter accrue, Any retention or failure within that time, terminate the Contract and i payment of moneys due Contractor by Owner will [lot recover from Owner payment on the same terms as release Contractor from liability. provided in Paragraph 15.03, R If and to the extent that Contractor has H. in lieu of terminating the Contract and provided a performance bond under the provisions of without( prejudice to any other right or remedy, if Paragraph 5.0').A, the termination procedures of that bond Fngineer has failed to act on an Application for Payment shall supersede the provisions of Paragraphs 15.02.13, and within 30 days aRer it is submitted, or Owner has failed 15.02.0. for 30 days to pay Contractor any sum finally determined to be due, Contractor may, seven days after written notice 15,03 Owner May Terminate F"or Convenience to Owner and Engineer, stop the Work until payment is made or all such amounts clue Contractor, including A. Upon seven days written notice to Contractor interest thereon. The provisions of this Paragraph, 15.04 and Engineer, Owner may, without cause and without are not intended to preclude Contractor fi'orn making a prejudice to any other right or remedy of Owner, Claim under Paragraph 10.05 for an adjustment ill terminate the Contract, In such case, Contractor shall be Contract Price or Contract "Times or otherwise for paid for (without duplication of any items); expenses or damage directly attributable to Contractor's slapping the Work as permitted by this Paragraph. l: completed and acceptable Work executed in � accordance with the Contract Documents prior to the j effective date of termination, including fail and ARTICLE 16 - DISPUTE RESOLUTION reasonable sums for overhead and profit on such Work; - - -_� 16.01 Methvsls and Procedures A. Either Owner of Contractor may request mediation of any Clain( submitted to Engineer for a decision under Paragraph 10,05 before such decision becomes final acrd binding. The m will be EJCDC C: -700 Staudnrd Generat Conditions of the Construction Contract. Copyright V 2002 Nationat Society ofr'rofesslonal Engineers for EJOW. All rights reserved. 0 0700. 40 i governed by the Constmetion industry Mediation Rules 2, delivered at or sent by registered or certified of the American Arbitration Association in effect as of the avail, postage prepaid, to the last btisiness address known Effective [date of the Agreement, The request for to the giver of the notice. mediation shall be submitted in writing to the American Arbitration Association and the other party to ti,e 17.02 Computation of Times Contract. Timely submission of the request shall stay the effect of Paragraph 10.05.1x. A. When any period of time is referred to in the Contract- Documents by days, it will be computed to B. Owner and Contractor shall participate in the exclude the first and include the last clay of such period. If mediation process in good faith. The process shall be the last day of any such period falls on a Saturday or concluded within 60 days of filing of the request. The Sunday or or, a day made a legal holiday by the law of the j date of termination of the mediation shall be determined applicable jurisdiction, such clay will be omitted from the by application of the mediation rules referenced above. computation. C. If the Claire is not resolved by mediation, 17.03 Carminative Remedies Engineer's action under Paragraph 10.05.0 or a denial pursuant to Paragraphs 10.05.0,3 or 10.05:1) shall become A. The duties and obligations imposed by these fund and binding 30 clays lifter termination, of the General Conditions and the rights and remedies available mediation unless, within that tirne period, Owner or hereunder to the patties hereto are in addition to, and are Contractor: not to be construed in any way as r> limitation of, any rights and remedies available to any or all of then, which 1, elects in writing to invoke any dispute are otherwise imposed or available by laws or Regula- resolution process provided for in the Supplementary tions, by special warranty or guarantee, or by other Conditions, or provisions of the Contract Documents. The provisions of this Paragraph will be as effective as if repeated 2, agrees with the other party to submit the specifically in tine Contract Documents in connection with Claim to another dispute resolution process, or each particular duty, obligation, right, and remedy to which they apply. 3, gives written notice to the other party of their intent to submit tine Claim to a court of competent 17.04 Survival of Obligations jurisdiction. A. All representations, indemnifications, warrarr- ties, and guarantees made in, required by, or given in ARTICLE 17 - MISCELLANEOUS accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Docu- ments, will survive final payment, completion, and 17,01 Giving Notice acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be 17.05 Controlling Gnu deemed to have been validly given if: A. This Contract is to be governed by the law of 1, delivered in person to tyre individual or to a the state in which the Project is located, member of the firm or to an officer of the corporation for whom it is intended, or 17,06 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. I —� —_ ^� -- GJCDC C -700 Standard General Conditions of the Construction Con (roe t. Copyright V 2002 NationAt Society of ProfessionRi Engineers for EJCDC. All rldhts reserved. - - - - - -_ 00700-41 f TECHNICAL SPECIFICATION FOR SULFURIC ACID i SULFURIC ACID -93% 1. Sulfuric Acid shall be 93% H2SO4 in tank truck quantities of approximately 3,500 gallons. 2. The vendor shall supply a list of no less than five references that can verify use of the product in a membrane plant in the State of Florida. 3. The manufacturer or vendor shall furnish an affidavit attesting that the sulfuric acid complies with all applicable specifications referenced within this document. 4. Vendor shall certify sulfuric acid as suitable for contact with or treatment of drinking water by an accredited certification organization in accordance with ANSIMSF Standard 60, Drinking Water Treatment Chemicals Health Effects. Evaluation shall be accomplished in accordance with requirements that are no less restrictive than those listed in ANSIMSF Standard 60. Certification shall be accomplished by a certification organization accredited by the American National Standards Institute. A copy of that certification shall accompany bid documents. 5. The manufacturer or vendor shall submit to Jupiter Utilities a certified analysis of each shipment. The analysis shall include % (by weight) H2SO4 content, iron, arsenic, lead, barium, cadmium, chromium, copper, cyanide, magnesium, mercury, selenium, silver and zinc contents. The iron content of the material shall not exceed 15 ppm of total iron and the copper content of the material shall not exceed 2.0 ppm of total copper. If the acid does not meet these specifications, the load will be refused at no expense to the Town. 6. Shipping is by bulk in accord to applicable regulations. Bidder shall assure that each delivery truck is in A -1 mechanical condition conforming to ICC Spec. MC -310 and MC -311 for Sulfuric Acid, a hazardous chemical and will have the following: A. A capable driver trained in the proper handling of sulfuric acid and the use and operation of the equipment. Certification of training. Extreme care should be taken when handling sulfuric acid. Workers (drivers) trained in the handling are expected to wear proper protective clothing, goggles, and face shields. Observation of drivers performing this duty with disregard to safety procedures will not be tolerated on Jupiter Facilities. 31 W1635B B. Upon entering the Jupiter Utilities Water Treatment Plant, the driver is required to observe all safety policies, rules and approved standard operating procedures. Means of identification on the vehicle shall be required and net weight of liquid contents shall be with certified scales readings. These shall be provided to the Jupiter Utilities plant operator on duty prior to any attempt to make delivery. The typical quantity of delivery is 3,500 gallons and is off - loaded by compressed air supplied by Jupiter Utilities at the storage tank site. C. The supplier shall supply all necessary connectors and hoses required to off load the sulfuric acid shipment into the Town's bulk storage tank. 7. Successful vendor shall provide their Standard Operating Procedures for their drivers to the Utilities Facilities Manager prior to the first delivery. A copy of the current Standard Operating Procedures for Jupiter Utilities shall be provided to the successful bidder prior to the first delivery. All procedures shall be reviewed for acceptance and in compliance with the provisions of OSHA, Subpart H, 1910.119, titled "Hazardous Materials ". 8. Jupiter Utilities will provide the latest information on the facilities OSHA 1910.120 Hazard Communication Program to the successful bidder. The vendor shall provide a list of approved drivers with their training record kept current and a copy of their driver's license. The approved drivers list shall be maintained current. 9. The supplier of this product shall provide the most up to date version of the MSDS sheet. 10. The supplier of this product shall provide safety training to all water plant personnel on the plant site at least once per year as arranged by Jupiter Utilities. 11. DELIVERY: Town of Jupiter Water Treatment Facility, 17403 Central Blvd, Jupiter, FL 33458. 12. To be bid F.O.B. Delivered to Jupiter Water Treatment f=acility. 13. Escalation /de- escalation for freight will be permitted under this Contract. The request must be made in writing, to the Town, at least 60 days prior to the rate becoming effective. Proof justifying the change of rate shall be furnished with the written request. 14. No escalation will be permitted for the cost of chemicals for the duration of the Contract 32 W1635B i ® DATE (MWDDIYYYY) ,d►coRO CERTIFICATE OF LIABILITY INSURANCE 8/28/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER CONTACT NAME: USI Southwest PH o E :7 9 - 5 7 ac No ) . - 484 - 652-5183 Three Memorial City E -MAIL 840 Gessner, Suite 600 ADDREss:m Houston TX 77024 INSURERS AFFORDING COVERAGE NAIC p INSURER A:TeXas Mutu SU a ce Co mpany 22945 INSURED INSURER B 1ronshD a S lo SU a ce CO 25445 Shrieve Chemical Company INSURER C: Argonaut In surance o a Shrieve Chemical Products Inc. INSURERD: 1755 Woodstead Court Woodlands TX 77380 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1700260991 REVISION NUMBER: THIS IS TO CERTIFY THAT 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 CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MMIDDIYYYY MMIDD B GENERAL LIABILITY 000623606 911/2015 9/112016 E ACH OCCURR $1,000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES Ma occurrence $500,000 CLAIMS -MADE I I OCCUR MEO EXP (Any one person) $2 5,000 _ PERSONAL BADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMPIOPAGG $2,000,000 _ POLICY U jE X I LOC $ M11IN1_ SINGLE B AUTOMOBILE LIABILITY 000623606 811/2015 9/1/2016 Ea accident LIMI 1 000 000 ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS x X NON OWNED PROPERTY D AMAGE $ HIREDAUTOS AUTOS Per accident $ B X UMBRELLA LIAR X OCCUR 000623706 9/1/2015 911(2016 EACH OCCURRENCE $10,000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE $10,000,000 OED I I RETENTION$ $ A WORKERS COMPENSATION TSF0001163631 1011/2015 10/1/12016 X WC STATU- 0 C AND EMPLOYERS' LIABILITY YIN WC927958262314 101112015 1071/2016 TORY LIMITS ER ANY PROPRIETOR/PARTNERIEXECUTIVE E.L. EACH ACCIDENT $1,000,000 OFFICERIMEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE - EA ELOYE $1,00,000 If yes, describe under ----- , MP —_ —_._ __._ DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 B Pollution Liability 000623606 91112015 9/112016 Each Occurrence $1,000,000 Deductible $10,000 Legal Liability Ded. $25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) General Liability and Excess Liability policy inctudes Products Pollution, Exposure Liability, Time - Element Pollution Liability, Non -owned Site Pollution Liability, Transportation Pollution and Contractors Pollution Liability. Certificate holder is provided with additional insured status on General Liability and !-Bred /Non -owned Automobile on a primary and non - contributory basis when required by written contract. Certificate holder is provided with a blanket waiver of subrogation on General Liability, Auto Liability and Workers Compensation policies See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Town of Jupiter THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Utilities ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 8900 Jupiter FL 33468 -8900 AUTHORIZED REPRESENTATIVE ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: _ LOC #: ACC)NO, , ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED USI Southwest Shrieve Chemical Company POLICY NUMBER Shrieve Chemical Products, Inc. 1755 Woodstead Court Woodlands TX 77380 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 2 5 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE when required by written contract. Umbrella policy will follow form over General Liability, Auto Liability and Workers Compensation policies. I ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD