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Home My WebLink AboutC07-101 Taylor Fence CompanyAGREEMENT THIS AGREEMENT is dated as of the day of , , in the year 2007, by and between Board of County Commissioners Eagle County, Colorado (hereinafter called OWNER) and Taylor Fence Company (hereinafter called CONTRACTOR) OWNER and CONTRACTOR, in consideration of the mutual covenants set forth, agree as follows: ARTICLE 1 — WORK CONTRACTOR shall complete all work as specified or indicated in the Contract Documents. The work is generally described as follows: Construction of six foot high privacy fence as part of the improvements for the Eagle to Gypsum trail including two access gates. ARTICLE 2 — OWNER'S REPRESENTIVE The Project has been designed by Schmueser Gordon Meyer Engineering, Inc., (SGM) who is hereinafter called ENGINEER, and will assume all duties and responsibilities, and will have the rights and authority assigned to ENGINEER in the Contract Documents in connection with completion of the work in accordance with the Contract Documents. The OWNER's representatives is Ellie Caryl of the ECO Trails Department of Eagle County, hereinafter OWNER. Additional OWNER's representative is Peter Fralick of the Facilities Department of Eagle County. ARTICLE 3 - CONTRACT TIME 3.1 The work will be substantially completed on or before May 18, 2007 on the majority of the project, and completed at the connection to the railroad tunnel and ready for final payment in accordance with paragraph 14.13 of the General Conditions on or before June 15, 2006. 3.2 LIQUIDATED DAMAGES: OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the work is AGREEMENT Page 1 not substantially complete within the time specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. They also recognize the delays, expense, and difficulties involved in proving at a legal or arbitration proceeding the actual loss suffered by OWNER if the work is not substantially complete on time. Accordingly, instead of requiring such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER two -hundred dollars ($200.00) for each day that expires after the time specified in paragraph 3.1 for substantial completion until the work is substantially complete. ARTICLE 4 - CONTRACT PRICE 4.1 The funds appropriated for this project are equal to or in excess of the contract amount. OWNER shall pay CONTRACTOR for performance of the work in accordance with the ARTICLE 5 — PAYMENT PROCEDURES CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER and OWNER as provided in the General Conditions. 5.1 PROGRESS PAYMENTS: OWNER shall make monthly progress payments on account of the Contract Price on the basis of CONTRACTOR'S Applications for Payments as recommended by ENGINEER, as provided below. All progress payments will be on the basis of the progress of the work measured by the schedule of values provided for in paragraph 14.1 of the General Conditions. AGREEMENT Page 2 5.1.1 Prior to Substantial Completion, progress payments will be in an amount equal to: 90% of the work completed until fifty percent (50%) of the work is performed, after which no additional retainage shall be withheld, and 90% of materials and equipment not incorporated in the work but delivered and suitably stored, less in each case the aggregate of payments previously made. 5.1.2 Upon Substantial Completion, OWNER shall pay an amount sufficient to increase total payments to CONTRACTOR to 95% of the Contract Price, less such amounts as ENGINEER shall determine in accordance with paragraph 14.7 of the General Conditions. 5.2 FINAL PAYMENT: Upon final completion and acceptance in accordance with paragraph 14.13 of the General Conditions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER as provided in said paragraph 14.13. The final payment shall not be made until after final settlement of this contract has been duly advertised at least ten days prior to such final payment by publication of notice thereof at least twice in a public newspaper of general circulation published in Eagle County, and the Board of County Commissioners has held a public hearing, thereupon and complied with the Revised Statutes 1973, Section 38-26-107 as amended. Final payment shall be made in accordance with the requirements of aforesaid statute. ARTICLE 6 — CONTRACTOR'S REPRESENTATIONS In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: 6.1 CONTRACTOR has familiarized himself with the nature and extent of the Contract Documents, work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the work. 6.2 CONTRACTOR has studied carefully all reports of investigations and tests of subsurface and latent physical conditions at the site or otherwise affecting cost, progress, or performance of the work which were relied upon by ENGINEER in the preparation of the Drawings and Specifications, and which have been identified in the Supplementary Conditions. 6.3 CONTRACTOR has made, or caused to be made, examinations, investigations, and tests and studies of such reports and related data in addition to those referred to in paragraph 6.2 as he deems necessary for the performance of the work at the Contract Price, within the Contract Time, and in accordance with other terms and conditions of the Contract AGREEMENT Page 3 Documents; and no additional examinations, investigations, tests, reports, or similar data are, or will be required by CONTRACTOR for such purposes. 6.4 CONTRACTOR has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of the Contract Documents. 6.5 CONTRACTOR has given ENGINEER written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. ARTICLE 7 — CONTRACT DOCUMENTS The contract Documents which comprise the entire Agreement, made a part hereof, and consist of the following: 7.1 This Agreement (Pages 1 to 7, inclusive). 7.2 Performance and other Bonds, identified as exhibits , and consisting of pages. 7.3 Notice of Award, Notice to Proceed. 7.4 General Conditions (Pages 1 to 36, inclusive). 7.5 Specifications consisting of 1 section, including: a. Soils Report for selected sites on the Eagle to Gypsum Trail project 7.6 Drawings, consisting of 2 sheets — Sheet 10 of the Eagle to Gypsum Trail Project plan set. 7.7 Addenda numbers to , inclusive. 7.8 Documentation submitted by CONTRACTOR prior to Notice of Award (Pages to , inclusive). 7.9 Any modification, including Change Orders, duly delivered after execution of Agreement. There are no Contract Documents other than those listed above in this Article 7. The Contract Documents may only be altered, amended, or repealed by a Modification (as defined in Section 1 of the General Conditions). AGREEMENT Page 4 ARTICLE 8 —PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 8.1 The Contractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services; or enter into a contract with a subcontractor that fails to certify to the contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 8.2 The Contractor shall verify or attempt to verify through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security, that the Contractor does not employ any illegal aliens. If the Contractor is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, the contractor shall apply to participate in the Program every three months until the contractor is accepted or the public contract for services has been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at htips://www.vis-dhs.com\employerregistration. 8.3 The Contractor shall not use the Basic Pilot Verification Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 8.4 If the Contractor obtains actual knowledge that a Subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: a. Notify the Subcontractor and the County within three days that the Contractor has actual knowledge that the Subcontractor is employing or contracting with an illegal alien; and b. Terminate the Subcontract with the Subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the Subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the Subcontractor if during such three days the Subcontractor provides information to establish that the Subcontractor has not knowingly employed or contracted with an illegal alien. C. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority. d. If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated, the Contractor shall be liable for actual and consequential damages to the County. AGREEMENT Page 5 ARTICLE 9 — MISCELLANEOUS 9.1 The terms used in this Agreement which are defined in Article 1 of the General Conditions shall have the meanings indicated in the General Conditions. 9.2 No assignment by a party hereto of any rights under, or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 9.3 OWNER and CONTRACTOR each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in the Contract Documents. 9.4 ATTORNEY'S FEES: In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 9.5 APPLICABLE LAW: This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue of any suit, right, or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. IN WITNESS WHEREOF, the parties hereto have signed this Agreement in triplicate. One counterpart each has been delivered to OWNER, CONTRACTOR, and ENGINEER. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR, or by ENGINEER on their behalf. This Agreement will be effective on Q':'1 \0 , 2007. ATTEST: OWNER: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS AGREEMENT Page 6 �,,iF,in w Luc Dvatu ul County Commissioners STATE OF COLORADO ) County of Mesa ) Col., . By: Nam Title: President The foregoing was acknowledged before me this 19 day of March , 2007 by 'odd M Jurgens as President of Taylor Fence WITNESS my hand and official seal. My commission expires 3/31/07 O PUb11C t DONNA M. ! MATHIEU •' eP� t, o?O ATF �?F ,o% AGREEMENT Page 7 GENERAL CONDITIONS TABLE OF CONTENTS ARTICLE TITLE PAGE 1. DEFINITIONS....................................................................................................................1 2. PRELIMINARY MATTERS..............................................................................................3 3. CONTRACT DOCUMENTS..............................................................................................4 4. AVAILABILITY OF LANDS; PHYSICAL CONDITIONS; REFERENCEPOINTS.......................................................................................................5 5. BONDS AND INSURANCE..............................................................................................6 6. CONTRACTOR'S RESPONSIBILITIES..........................................................................8 7. WORK BY OTHERS........................................................................................................15 8. OWNER'S RESPONSIBILITIES.....................................................................................15 9. ENGINEER'S STATUS DURING CONSTRUCTION...................................................15 10. CHANGES IN THE WORK.............................................................................................17 11. CHANGE OF CONTRACT PRICE.................................................................................18 12. CHANGE OF CONTRACT TIME...................................................................................22 13. WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OFDEFECTIVE WORK..................................................................................................22 14. PAYMENTS TO CONTRACTOR AND COMPLETION...............................................24 15. SUSPENSION OF WORK AND TERMINATION.........................................................29 16. MISCELLANEOUS..........................................................................................................30 INDEX..............................................................................................................................32 ENGINEER: The person, firm or corporation named as such in the Agreement. The Engineer may be a department employee of OWNER, but in such case shall exercise his duties in conformance with the standards applicable to independent professional engineers. FIELD ORDER: A written order issued by ENGINEER which orders minor changes in the work in accordance with paragraph 10.2, but which does not involve a change in the contract price or the contract time. MODIFICATION: (a) A written amendment of the contract documents signed by both parties, (b) a change order, or (c) a field order. A modification may only be issued after the effective date of the agreement. NOTICE OF AWARD: The written notice by OWNER to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified, OWNER will sign and deliver the agreement. NOTICE TO PROCEED: A written notice given by OWNER to CONTRACTOR (with a copy to ENGINEER) fixing the date on which the contract time will commence to run, and on which CONTRACTOR shall start to perform his obligation under the contract documents. OWNER: The public body or authority, corporation, association, partnership, or individual with whom CONTRACTOR has entered into the agreement, and for whom the work is to be provided. PROJECT: The total construction of which the work to be provided under the contract documents may be the whole or a part, as indicated elsewhere in the contract documents. RESIDENT PROJECT REPRESENTATIVE: The authorized representative of ENGINEER who is assigned to the site or any part thereof. SHOP DRAWINGS: All drawings, diagrams, illustrations, schedules, and other data which are specifically prepared by CONTRACTOR, a subcontractor, manufacturer, fabricator, supplier, or distributor to illustrate some portion of the work, and all illustrations, brochures, standard schedules, performance charts, instructions, diagrams, and other information prepared by a manufacturer, fabricator, supplier, or distributor and submitted by CONTRACTOR to illustrate material or equipment for some portion of the work. SPECIFICATIONS: Those portions of the contract documents consisting of written technical descriptions of materials, equipment, construction systems, standards, and workmanship as applied to the work, and certain administrative details applicable thereto. SUBSTANTIAL COMPLETION: The work (or a specified part thereof) has progressed to the point where, in the opinion of ENGINEER as evidenced by his definitive certificate of substantial completion, it is sufficiently complete, in accordance with the contract documents, so that the work (or specified part) can be utilized for the purposes for which it was intended; or if there be no such certificate issued, when final payment is due in accordance with paragraph 14.13. The terms "substantially complete" and substantially completed" as applied to any work refer to substantial completion thereof. WORK: The entire completed construction or the various separately identifiable parts thereof required to be furnished under the contract documents. Work is the result of performing services, General Conditions Page 2 which CONTRACTOR is required to purchase and maintain in accordance with paragraphs 5.3, 5.4, 5.5, 5.6, and 5.7. PRE -CONSTRUCTION CONFERENCE: 2.8 Within twenty days after the effective date of the Agreement, but before CONTRACTOR starts the work at the site, a conference will be held for review and acceptance of the schedules referred to in paragraph 2.6, to establish procedures for handling shop drawings and other submittals, and for processing applications for payment, and to establish a working understanding among the parties as to the Work. ARTICLE 3 — CONTRACT DOCUMENTS: INTENT AND REUSE INTENT: 3.1 The Contract Documents comprise the entire agreement between OWNER and CONTRACTOR concerning the work. They may be altered only by a Modification. 3.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all. If during the performance of the Work, CONTRACTOR finds a conflict, error, or discrepancy in the Contract Documents, he shall report it to ENGINEER in writing at once and before proceeding with the Work affected thereby; however, CONTRACTOR shall not be liable to OWNER or ENGINEER for failure to report any conflicts, error, or discrepancy in the Specifications or Drawings unless CONTRACTOR had actual knowledge thereof, or should reasonably have known thereof. 3.3 The Contract documents include those documents et forth in Article 7 of the Agreement. 3.3 It is the intent of the specifications and drawings to describe a complete project (or part thereof) to be constructed in accordance with the contract documents. Any work that may reasonable be inferred from the specifications or drawings as being required to produce the intended result shall be supplied whether or not it is specifically called for. When words which have a well known technical or trade meaning are used to describe work, materials, or equipment, such words shall be interpreted in accordance with such meaning. References to codes of any technical society, organization, or association, or to the code of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, or code in effect at the time of opening of bids (or on the effective date of the agreement if there were no bids), except as may be otherwise specifically stated. However, no provision of any referenced standard specification, manual, or code (whether or not specifically incorporated by reference in the contract documents) shall change the duties and responsibilities of OWNER, CONTRACTOR, or ENGINEER, or any of their agents or employees from those set forth in the contract documents. Clarifications and interpretations of the contract documents shall be issued by ENGINEER as provided for in paragraph 9.3. 3.4 The contract documents will be governed by the law of the place of the project. REUSE OF DOCUMENTS: 3.5 Neither CONTRACTOR nor any subcontractor, manufacturer, fabricator, supplier, or distributor shall have or acquire any title to or ownership rights in any of the drawings, specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of ENGINEER; and General Conditions Page 4 ARTICLE 5 — BONDS AND INSURANCE PERFORMANCE AND OTHER BONDS: 5.1 CONTRACTOR shall furnish performance and payment bonds, each in an amount at least equal to the contract price as security for the faithful performance and payment of all CONTRACTOR'S obligations under the contract documents. These bonds shall remain in effect at least until two years after the date of final payment, except as otherwise provided by law. CONTRACTOR shall also furnish other bonds as are required by the Contract Documents. All bonds shall be in the forms prescribed by the Contract Documents, and be executed by such sureties as (a) are licensed to conduct business in the state where the project is located, and (b) are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. 5.2 If the surety on any bond furnished by CONTRACTOR is declared bankrupt, or becomes insolvent, or its right to do business is terminated in any state where any part of the project is located, or it ceases to meet the requirements of clauses (a) and (b) of paragraph 5. 1, CONTRACTOR shall within five days thereafter substitute another bond and surety, both of which shall be acceptable to OWNER. INSURANCE: 5.3 CONTRACTOR'S Liability Insurance: The CONTRACTOR shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the CONTRACTOR'S operations under the contract, whether such operations be by himself, or by any subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. All such insurance shall remain in effect until final payment, and at all times thereafter when CONTRACTOR may be correcting, removing, or replacing defective work in accordance with paragraph 13.12. In addition, CONTRACTOR shall maintain such completed operations insurance for at least two years after final payment, and furnish OWNER with evidence of continuation of such insurance at final payment and one year thereafter. 5.3.1 Claims under Workmen's Compensation, disability benefits, and other similar employee benefit acts; 5.3.2 Claims for damage because of bodily injury, occupational sickness or disease, or death of his employees, and claims insured by usual personal injury liability coverage; 5.3.3 Claims for damage because of bodily injury, sickness or disease, or death of any person other than his employees, and claims insured by usual personal injury liability coverage; and 5.3.4 Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom. Workmen's Compensation insurance shall provide coverage as required by the laws of the State of Colorado. General Conditions Page 6 5.6 Builder's Risk Insurance: Insofar as the work to be performed under this contract consists entirely of new construction removed and separated from any existing facility used by OWNER, CONTRACTOR shall procure and maintain, for the duration of the work of this project, Builder's Risk Insurance, including the perils of fire, extended coverage (loss due to vehicles, explosion, wind, flood, riot, etc.), vandalism and malicious mischief, and special extended coverage (loss due to falling objects, collapse, water damage from faulty or leaking systems, etc.) in the full amount of the contract price plus the cost of authorized extras. Said amount of insurance coverage shall be considered to cover the insurable value of the work under this contract which is considered not to exceed one hundred percent (100%) of the amount of this contract and authorized extras. Such policy shall not insure any tools or equipment, or temporary structures erected at the site and belonging to any person or persons, or their subcontractors who are obliged by contract with the OWNER to do work on the projects. Such insurance shall be placed jointly in the names of the OWNER, CONTRACTOR, and any and all subcontractors, and any and all others obliged by contract with the OWNER to do work on this project and at the OWNER'S option, any other person or persons whom the OWNER deems to have an insurable interest in said property, or any part thereof, payable as their several interests may appear. CONTRACTOR shall furnish OWNER with certification of said insurance prior to commencement of any work. Any proceeds obtained from insurance provided for by this paragraph shall be paid to and held by the OWNER as trustee. The OWNER shall have the right to withhold payment of such proceeds until such time as the work destroyed or damaged and covered by such insurance shall be reconstructed and shall pay such proceeds on an installment basis similar to that provided for by progress payments covering the original work. 5.7 Certificates of Insurance: Certificates of Insurance acceptable to the OWNER shall be filed with the OWNER prior to commencement of the work. These Certificates shall contain provisions naming the OWNER as an additional insured under CONTRACTOR'S insurance, as more fully required by the General Conditions herein, and that coverage afforded under the policies will not be cancelled until at least thirty days prior written notice has been given the OWNER. CONTRACTOR and his subcontractors shall not permit any of his subcontractors to start work until all required insurance have been obtained and certificates with the proper endorsements have been filed with the OWNER. Failure of the CONTRACTOR to comply with the foregoing insurance requirement shall in no way waive the OWNER'S rights hereunder. 5.8 Owner's Liability Insurance: The OWNER, at his option, may purchase and maintain such liability insurance as will protect him against claims which may arise from operations under this contract. Purchasing and maintaining such insurance, however, will not relieve the CONTRACTOR from purchasing and maintaining the insurance hereinbefore specified. 5.9 Loss of Use of Insurance: The OWNER, at his option, may purchase and maintain such insurance as will insure him against loss of use of his property due to fire or other hazards, however caused. ARTICLE 6 — CONTRACTOR'S RESPONSIBILITIES SUPERVISION AND SUPERINTENDENCE: 6.1 CONTRACTOR shall supervise and direct the work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the contract documents. CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction, but CONTRACTOR General Conditions Page 8 The procedure for review by ENGINEER will be as set forth in paragraphs 6.8.1 and 6.8.2 below as supplemented in the general requirements. 6.8.1 Requests for review of substitute items of material and equipment will not be accepted by ENGINEER from anyone other than CONTRACTOR. If CONTRACTOR wishes to furnish or use a substitute item of material or equipment, CONTRACTOR shall make written application to ENGINEER for acceptance thereof, certifying that the proposed substitute will perform adequately the functions called for by the general design, be similar and of equal substance to that specified and be suited to the same use and capable of performing the same function as that specified. The application will state whether or not acceptance of the substitute for use in the work will require a change in the drawings or specifications to adapt the design to the substitute and whether or not incorporation or use of the substitute in connection with the work I subject of payment of any license fee or royalty. All variations of the proposed substitute from that specified shall be identified in the application and available maintenance, repair and replacement service will be indicated. The application will also contain an itemized estimate of all costs or savings that will result directly or indirectly from acceptance of such substitute, including costs of redesign and claims of other contractors affected by the resulting change, all of which shall be considered by ENGINEER in evaluating the proposed substitute. ENGINEER may require CONTRACTOR to furnish, at CONTRACTOR'S expense, additional data about the proposed substitute. ENGINEER will be the sole judge of acceptability, and no substitute will be ordered or installed without ENGINEER'S prior written acceptance. OWNER may require CONTRACTOR to furnish, at CONTRACTOR'S expense, a special performance guarantee or other surety with respect to any substitute. 6.8.2 ENGINEER will record time required by ENGINEER and ENGINEER'S consultants in evaluating substitutions proposed by CONTRACTOR and in making changes in the drawings or specifications occasioned thereby, whether or not ENGINEER accepts a proposed substitute. CONTRACTOR shall reimburse OWNER for the charges of ENGINEER and ENGINEER'S consultants for evaluating any proposed substitute. CONCERNING SUBCONTRACTORS: 6.9 CONTRACTOR shall not employ any subcontractor or other person or organization (including those who are to furnish the principal items of materials or equipment), whether initially or as a substitute, against whom OWNER or ENGINEER may have reasonable objection. A subcontractor or other person or organization identified in writing to OWNER and ENGINEER by CONTRACTOR prior to the Notice of Award, and not objected to in writing by OWNER or ENGINEER prior to the Notice of Award, will be deemed acceptable to OWNER and ENGINEER. Acceptance of any subcontractor, other person or organization by OWNER or ENGINEER shall not constitute a waiver of any right of OWNER or ENGINEER to reject defective work. If OWNER or ENGINEER, after due investigation, has reasonable objection to any subcontractor, or other person or organization proposed by CONTRACTOR after the Notice of Award, CONTRACTOR shall submit an acceptable substitute, and the contract price shall be increased or decreased by the difference in cost occasioned by such substitution, and an appropriate change order shall be issued. CONTRACTOR shall not be required to employ any subcontractor, other person or organization against whom CONTRACTOR has reasonable objection. 6.10 CONTRACTOR shall be fully responsible for all acts and omissions of his subcontractors, and of persons and organizations directly or indirectly employed by them, and of persons and organizations for whose acts any of them may be liable to the same extent that CONTRACTOR is General Conditions Page 10 notice thereof, and any necessary changes shall be adjusted by an appropriate modification. If CONTRACTOR performs any work knowing, or having reason to know, that it is contrary to such laws, ordinances, rules, and regulations, and without such notice to ENGINEER, CONTRACTOR shall bear all costs arising therefrom; however, it shall not be CONTRACTOR'S primary responsibility to make certain that the specifications and drawings are in accordance with such laws, ordinances, rules, and regulations. TAXES: 6.16 CONTRACTOR shall pay all sales, consumer, use, and other similar taxes required to be paid by him in accordance with the law of the place of the project. USE OF PREMISES: 6.17 CONTRACTOR shall confine construction equipment, the storage of materials and equipment, and the operations of workmen to areas permitted by law, ordinances, permits, or the requirements of the contract documents, and shall not unreasonably encumber the premises with construction equipment or other materials or equipment. 6.18 During the progress of the work, CONTRACTOR shall keep the premises free from accumulations of waste materials, rubbish, and other debris resulting from the work. At the completion of the work, CONTRACTOR shall remove all waste materials, rubbish, and debris from and about the premises as well as all tools, appliances, construction equipment, and machinery, and surplus materials, and shall leave the site clean and ready for occupancy by OWNER. CONTRACTOR shall restore to their original condition those portions of the site not designated for alteration by the contract documents. 6.19 CONTRACTOR shall not load, nor permit any part of any structure to be loaded, in any manner that will endanger the structure, nor shall CONTRACTOR subject any part of the work or adjacent property to stresses or pressures that will endanger it. RECORD DOCUMENTS: 6.20 CONTRACTOR shall keep one record copy of all specifications, drawings, addenda, modifications, shop drawings, and samples at the site in good order and annotated to show all changes made during the construction process. These shall be available to ENGINEER for examination and shall be delivered to ENGINEER for OWNER upon completion of the work. SAFETY AND PROTECTION: 6.21 CONTRACTOR shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the work. CONTRACTOR shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to: 6.21.1 all employees on the work and other persons who may be affected thereby, 6.21.2 all the work and all materials or equipment to be incorporated therein, whether in storage on or off the site, and 6.21.3 other property at the site, or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation or General Conditions Page 12 not extend to means, methods, sequences, techniques, or procedures of construction, or to safety precautions of programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. CONTRACTOR shall make any corrections required by ENGINEER, and shall return the required number of corrected copies of shop drawings, and resubmit new samples for review and approval. CONTRACTOR shall direct specific attention in writing to revisions other than the corrections called for by ENGINEER on previous submittals. CONTRACTOR'S stamp of approval on any shop drawing or sample shall constitute a representation to OWNER and ENGINEER that CONTRACTOR has either determined and verified all quantities, dimensions, field construction criteria, materials catalog numbers, and similar data, or assumes full responsibility for doing so, and that CONTRACTOR has reviewed or coordinated each shop drawing or sample with the requirements of the work and the contract documents. 6.28 Where a shop drawing or sample is required by the specifications, no related work shall be commenced until the submittal has been reviewed and approved by ENGINEER. 6.29 ENGINEER'S review and approval of shop drawings or samples shall not relieve CONTRACTOR from responsibility for any deviations from the contract documents unless CONTRACTOR has, in writing, called ENGINEER'S attention to such deviation at the time of submission, and ENGINEER has given written concurrence and approval to the specific deviation, nor shall any concurrence or approval by ENGINEER relive CONTRACTOR from responsibility for errors or omissions in the shop drawings. CONTINUING THE WORK: 6.30 CONTRACTOR shall carry on the work and maintain the progress schedule during all disputes or disagreements with OWNER. No work shall be delayed or postponed pending resolution of any disputes or disagreements, except as CONTRACTOR and OWNER may otherwise agree in writing. INDEMNIFICATION: 6.31 To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold harmless OWNER and ENGINEER, and their agents and employees, from and against all claims, damages, losses, and expenses including, but not limited to, attorney's fees arising out of, or resulting from, the performance of the work, provided that any such claim, damage, loss, or expense (a) is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the work itself) including the loss of use resulting therefrom, and (b) is caused, in whole or in part, by any negligent act or omission of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Nothing in the contract shall be interpreted that the OWNER waives its sovereign immunity granted under C.R.S. 24-10-105. 6.32 In any and all claims against OWNER or ENGINEER, or any of their agents or employees, by any employee of CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under paragraph 6.31 shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for CONTRACTOR or any subcontractor under worker's or workmen's compensation acts, disability benefit acts, or other employee benefit acts. General Conditions Page 14 during construction are set forth in the contract documents, and shall not be extended without written consent of OWNER and ENGINEER. VISITS TO SITE: 9.2 ENGINEER will make visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality of the executed work and to determine, in general, if the work is proceeding in accordance with the contract documents. ENGINEER will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work. ENGINEER'S efforts will be directed toward providing for OWNER a greater degree of confidence that the completed work will conform to the contract documents. On the basis of such visits and on-site observations, as an experienced and qualified design professional, ENGINEER will keep OWNER informed of the progress of the work, and will endeavor to guard OWNER against defects and deficiencies in the work. CLARIFICATIONS AND INTERPRETATIONS: 9.3 ENGINEER will issue, with reasonable promptness, such written clarifications or interpretations of the contract documents (in the form of drawings or otherwise) as ENGINEER may determine necessary, which shall be consistent with, or reasonably inferable from, the overall intent of the contract documents. If CONTRACTOR believes that a written clarification or interpretation justifies an increase in the contract price or contract time, CONTRACTOR may make a claim therefore, as provided in Article 11 or Article 12. REJECTING DEFECTIVE WORK: 9.4 ENGINEER will have authority to disapprove or reject work which is defective, and will also have authority to require special inspection or testing of the work as fabricated, installed, or completed. SHOP DRAWINGS, CHANGE ORDERS, AND PAYMENTS: 9.5 In connection with ENGINEER'S responsibility for shop drawings and samples, see paragraphs 6.24 through 6.29 inclusive. 9.6 In connection with ENGINEER'S responsibilities as to change orders, see Articles 10, 11, and 12. 9.7 In connection with ENGINEER'S responsibilities in respect to applications for payment, etc., see Article 14. PROJECT REPRESENTATION: 9.8 ENGINEER may utilize Resident Project Representative to assist ENGINEER in observing the performance of the work. The duties, responsibilities, and limitations of authority of any such Resident Project Representative and assistants will be as provided in the supplementary conditions. If OWNER designates another agent to represent him at the site who is not ENGINEER'S agent, the duties, responsibilities, and limitations of authority of such other person will be as provided in the supplementary conditions. General Conditions Page 16 that a field order justifies an increase in the contract price or contract time, CONTRACTOR may make a claim therefore as provided in Article 11 or Article 12. 10.3 Additional work performed without authorization of a change order will not entitle CONTRACTOR to an increase in the contract price, or an extension of the contract time, except in the case of an emergency as provided in paragraph 6.23, and except as provided in paragraphs 10.2 and 13.9. 10.4 OWNER shall execute appropriate change orders prepared by ENGINEER covering changes in the work which are required by OWNER, or required because of unforeseen physical conditions or emergencies, or because of uncovering work found not to be defective, or as provided in paragraphs 11.10 or 11.11. 10.5 If notice of any change affecting the general scope of the work or change in the contract price is required by the provisions of any bond to be given to the surety, it will be CONTRACTOR'S responsibility to so notify the surety, and the amount of each applicable bond shall be adjusted accordingly. CONTRACTOR shall furnish proof of such adjustment to OWNER. ARTICLE 11 — CHANGE OF CONTRACT PRICE 11.1 The contract price constitutes the total compensation (subject to authorized adjustments) payable to CONTRACTOR for performing the work. All duties, responsibilities, and obligations assigned to or undertaken by CONTRACTOR shall be at his expense without change in the contract price. 11.2 The contract price may only be changed by a change order. Any claim for an increase in the contract price shall be based on written notice delivered to OWNER and ENGINEER within ten days of the occurrence of the event giving rise to the claim. Any change in the contract price resulting from any such claim shall be incorporated in a change order. 11.3 No change orders or other form of order or directive which requires additional compensable work to be performed may be issued or be effective unless accompanied by a written assurance to the CONTRACTOR that lawful appropriations to cover the costs of the additional work have been made. 11.4 The value of any work covered by a change order, or of any claim for an increase or decrease in the contract price, shall be determined in one of the following ways: 11.4.1 Where the work involved is covered by unit prices contained in the contract documents, by application of unit prices to the quantities of the items involved (subject to the provisions of paragraph 11.10). 11.4.2 By mutual acceptance of a lump sum. 11.4.3 On the basis of the cost of the work (determined as provided in paragraphs 11.5 and 11.6), plus a contractor's Fee for overhead and profit (determined as provided in paragraph 11.7). 11.5 The term "Cost of the Work" means the sum of all costs necessarily incurred and paid by CONTRACTOR in the proper performance of the work. Except as otherwise may be agreed to in writing by OWNER, such costs shall be in amounts no higher than those prevailing in the locality General Conditions Page 18 11.5.4.4 Sales, use, or similar taxes related to the work, and for which CONTRACTOR is liable, imposed by any governmental authority. 11.5.4.5 Deposits lost for causes other than CONTRACTOR'S negligence, royalty payments, and fees for permits and licenses. 11.5.4.6 Losses and damages (and related expenses), not compensated by insurance or otherwise, to the work otherwise sustained by CONTRACTOR in connection with the execution of the work, provided they have resulted from causes other than the negligence of CONTRACTOR, any subcontractor, or anyone directly or indirectly employed by any of them, or for whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of OWNER. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor's Fee. If, however, any such loss or damage requires reconstruction, and CONTRACTOR is placed in charge thereof, CONTRACTOR shall be paid for services a fee proportionate to that stated in paragraph 11.7.2. 11.5.4.7 The cost of utilities, fuel, and sanitary facilities at the site. 11.5.4.8 Minor expenses such as telegrams, long distance calls, telephone service at the site, expressage and similar petty cash items in connection with the work. 11.5.4.9 Cost of premiums for additional bonds and insurance required because of changes in the work. 11.6 The term "Cost of the Work" shall not include any of the following: 11.6.1 Payroll costs and other compensation of CONTRACTOR'S officers, executives, principals (of partnership and sole proprietorship), general managers, engineers, architects, estimators, lawyers, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by CONTRACTOR whether at the site or in his principal or a branch office for general administration of the work, and not specifically included in the agreed upon schedule of job classifications referred to in subparagraph 11.5.1, all of which are to be considered administrative costs covered by the Contractor's Fee. 11.6.2 Expenses of CONTRACTOR'S principal and branch office, other than CONTRACTOR'S office at the site. 11.6.3 Any part of CONTRACTOR'S capital expenses including interest on CONTRACTOR'S capital employed for the work, and charges against CONTRACTOR for delinquent payments. 11.6.4 Cost of premiums for all bonds and for all insurance whether or not CONTRACTOR is required by the contract documents to purchase and maintain the same (except for additional bonds and insurance required because of changes in the work). 11.6.5 Costs due to the negligence of CONTRACTOR, any subcontractor, or anyone directly or indirectly employed by any of them, or for whose acts any of them may be liable, including, but not limited to, the correction of defective work, disposal of materials or equipment wrongly supplied, and making good any damage to property. General Conditions Page 20 ARTICLE 12 — CHANGE OF THE CONTRACT TIME 12.1 The contract time may only be changed by a change order. Any claim for an extension in the contract time shall be based on written notice delivered to OWNER and ENGINEER within ten days of the occurrence of the event giving rise to the claim. Any change in the contract time resulting from any such claim shall be incorporated in a change order. 12.2 All time limits stated in the contract documents are of the essence of the agreement. The provisions of Articles 11 and 12 are CONTRACTOR'S sole remedies for delay by any cause whatsoever, including acts of OWNER. ARTICLE 13 — WARRANTY AND GUARANTEE: TESTS AND INSPECTION• CORRECTION REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK WARRANTY AND GUARANTEE: 13.1 CONTRACTOR warrants and guarantees to OWNER and ENGINEER that all work will be in accordance with the contract documents and will not be defective. Prompt notice of all defects shall be given to CONTRACTOR. All defective work, whether or not in place, may be rejected, corrected, or accepted as provided in this Article 13. ACCESS TO WORK: 13.2 ENGINEER, ENGINEER'S representatives, other representatives of OWNER, testing agencies, and governmental agencies with jurisdictional interests will have access to the work at reasonable times for their observation, inspection and testing. CONTRACTOR shall provide proper and safe conditions for such access. TESTS AND INSPECTIONS: 13.3 CONTRACTOR shall give ENGINEER timely notice of readiness of work for all required inspections, tests or approvals. 13.4 If any law, ordinance, rule, regulation, code, or order of any public body having jurisdiction requires any work (or part thereof) to specifically be inspected, tested, or approved, CONTRACTOR shall assume full responsibility therefore, pay all costs in connection therewith, and furnish ENGINEER the required certificates of inspection, testing, or approval. CONTRACTOR shall also be responsible for and shall pay all costs in connection with any inspection or testing required in connection with OWNER'S or ENGINEER'S acceptance of a manufacturer, fabricator, supplier or distributor of materials or equipment proposed to be incorporated in the work, or of materials or equipment submitted for approval prior to CONTRACTOR'S purchase thereof for incorporation of the work. The cost of all other inspections, tests, and approvals required by the contract documents shall be paid by OWNER (unless otherwise specified). 13.5 Any inspections, tests, or approvals, other than those required by law, ordinance, rule, regulation, code, or order of any public body having jurisdiction, shall be performed by organizations acceptable to OWNER and CONTRACTOR (or by ENGINEER if so specified). General Conditions Page 22 the rejected work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, shall be paid by CONTRACTOR. ACCEPTANCE OF DEFECTIVE WORK: 13.13 If, instead of requiring correction or removal and replacement of defective work, OWNER (and, prior to ENGINEER'S recommendation of final payment, also ENGINEER) prefers to accept it, OWNER may do so. In such case, if acceptance occurs prior to ENGINEER'S recommendation of final payment, a change order shall be issued incorporating the necessary revisions in the contract price; or, if the acceptance occurs after such recommendation, an appropriate amount shall be paid by CONTRACTOR to OWNER. OWNER MAY CORRECT DEFECTIVE WORK: 13.14 If CONTRACTOR fails, within a reasonable time after written notice of ENGINEER, to proceed to correct defective work, or to remove and replace rejected work as required by ENGINEER in accordance with paragraph 13. 11, or if CONTRACTOR fails to perform the work in accordance with the contract documents (including any requirements of the progress schedule), OWNER may, after seven days written notice to CONTRACTOR, correct and remedy any such deficiency. In exercising his rights under this paragraph OWNER shall proceed expeditiously. To the extent necessary to complete corrective and remedial action, OWNER may exclude CONTRACTOR from all part of the site, take possession of all or part of the work, and suspend CONTRACTOR'S services related thereto, take possession of CONTRACTOR'S tools, appliances, construction equipment, and machinery at the site, and incorporate in the work all materials and equipment stored at the site, or for which OWNER has paid CONTRACTOR, but which are stored elsewhere. CONTRACTOR shall allow OWNER, OWNER'S representatives, agents, and employees such access to the site as may be necessary to enable OWNER to exercise his rights under this paragraph. All direct and indirect costs of OWNER in exercising such rights shall be charged against CONTRACTOR in an amount verified by ENGINEER, and a change order shall be issued incorporating the necessary revisions in the contract documents and a reduction in the contract price. Such direct and indirect costs shall include, in particular but without limitation, compensation for additional professional services required, and all costs of repair and replacement of work of others destroyed or damaged by correction, removal, or replacement of CONTRACTOR'S defective work. CONTRACTOR shall not be allowed an extension of the contract time because of any delay in performance of the work attributable to the exercise by OWNER of OWNER'S rights hereunder. ARTICLE 14 — PAYMENTS TO CONTRACTOR AND COMPLETION SCHEDULES: 14.1 At least ten days prior to submitting the first application for a progress payment, CONTRACTOR shall (except as otherwise specified in the general requirements) submit to ENGINEER a progress schedule, a final schedule of shop drawing submissions, and, where applicable, a schedule of values of the work. These schedules shall be satisfactory in form and substance to ENGINEER. The schedule of values shall include quantities and unit prices aggregating the contract price, and shall subdivide the work into component parts in sufficient detail to serve as the basis for progress payments during construction. Upon acceptance of the schedule of values by ENGINEER, it shall be incorporated into a form of application for payment acceptable to ENGINEER. General Conditions Page 24 14.6 ENGINEER'S recommendation of final payment will constitute an additional representation by ENGINEER to OWNER that the conditions precedent to CONTRACTOR'S being entitled to final payment as set forth in paragraph 14.13 have been fulfilled. 14.7 ENGINEER may refuse to recommend the whole, or any part of any payment if, in his opinion, it would be incorrect to make such representations to OWNER. He may also refuse to recommend any such payment, or, because of subsequently discovered evidence, or the results of subsequent inspections or tests, nullify any such payment previously recommended to such extent as may be necessary in ENGINEER'S opinion to protect OWNER from loss because: 14.7.1 the work is defective, or completed work has been damaged requiring correction or replacement, 14.7.2 written claims have been made against OWNER, or Liens have been filed in connection with the work, 14.7.3 the contract price has been reduced because of modifications, 14.7.4 OWNER has been required to correct defective work, or complete the work in accordance with paragraph 13.14, 14.7.5 of CONTRACTOR'S unsatisfactory prosecution of the work in accordance with the contract documents, or 14.7.6 CONTRACTOR'S failure to make payment to subcontractors, or for labor, materials, or equipment. SUBSTANTIAL COMPLETION: 14.8 When CONTRACTOR considers the entire work ready for its intended use, CONTRACTOR shall, in writing to OWNER and ENGINEER, certify that the entire work is substantially complete, and request that ENGINEER issue a certificate of substantial completion. Within a reasonable time thereafter, OWNER, CONTRACTOR, and ENGINEER shall make an inspection of the work to determine the status of completion. If ENGINEER does not consider the work substantially complete, ENGINEER will notify CONTRACTOR in writing giving his reasons therefor. If ENGINEER considers the work substantially complete, ENGINEER will prepare and deliver to OWNER a tentative certificate of substantial completion which shall fix the date of substantial completion. There shall be attached to the certificate a tentative list of items to be completed or corrected before final payment. OWNER shall have seven days after receipt of the tentative certificate during which he may make written objection to ENGINEER as to any provisions of the certificate or attached list. If, after considering such objections, ENGINEER concludes that the work is not substantially complete, ENGINEER will, within fourteen days after submission of the tentative certificate to OWNER, notify CONTRACTOR in writing stating his reasons therefor. If, after consideration of OWNER'S objections, ENGINEER considers the work substantially complete, ENGINEER will, within said fourteen days, execute and deliver to OWNER and CONTRACTOR a definitive certificate of substantial completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as he believes justified after consideration of any objections from OWNER. At the time of delivery of tentative certificate of substantial completion, ENGINEER will deliver to OWNER and CONTRACTOR a written recommendation as to division of responsibilities pending final payment between OWNER and CONTRACTOR with respect to security, operation, safety, maintenance, heat, utilities, and insurance. Unless OWNER and General Conditions Page 26 FINAL INSPECTION: 14.11 Upon written notice from CONTRACTOR that the work is complete, ENGINEER will make a final inspection with OWNER and CONTRACTOR, and will notify CONTRACTOR in writing of all particulars in which this inspection reveals that the work is incomplete or defective. CONTRACTOR shall immediately take such measures as are necessary to remedy such deficiencies. FINAL APPLICATION FOR PAYMENT: 14.12 After CONTRACTOR has completed all such corrections to the satisfaction of ENGINEER, and delivered all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, marked -up record documents, and other documents, all as required by the contract documents, and after ENGINEER has indicated that the work is acceptable (subject to the provisions of paragraph 14.14), CONTRACTOR may make application for final payment following the procedure for progress payments. The final application for payment shall be accompanied by all documentation called for in the contract documents, and such other data and schedules as ENGINEER may reasonably require, together with complete and legally effective releases or waivers (satisfactory to OWNER) of all liens arising out of, or filed in connection with the work. In lieu thereof, and as approved by OWNER, CONTRACTOR may furnish receipts or releases in full; an affidavit of CONTRACTOR that the releases and receipts include all labor, services, material, and equipment for which lien could be filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with the work, for which OWNER or his property might in any way be responsible, have been paid or otherwise satisfied; and consent of the surety, if any, to final payment. If any subcontractor, manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full, CONTRACTOR may furnish a bond or other collateral satisfactory to OWNER to indemnify OWNER against any lien. FINAL PAYMENT AND ACCEPTANCE: 14.13 If, on the basis of ENGINEER'S observation of the work during construction and final inspection, and ENGINEER'S review of the final application for payment and accompanying documentation, all as required by contract documents, ENGINEER is satisfied that the work has been completed and CONTRACTOR has fulfilled all of his obligations under the contract documents, ENGINEER will, within ten days after receipt of the final application for payment, indicate in writing his recommendation of payment, and present the application to OWNER for payment. Thereupon, ENGINEER will give written notice to OWNER and CONTRACTOR that the work is acceptable subject to the provisions of paragraph 14.15. Otherwise, ENGINEER will return the application to CONTRACTOR, indicating in writing the reasons for refusing to recommend final payment, in which case CONTRACTOR shall make the necessary corrections, and resubmit the application. If the application and accompanying documentation are appropriate as to form and substance, OWNER shall, within thirty days after receipt thereof, pay CONTRACTOR the amount recommended by ENGINEER. CONTRACTOR'S CONTINUING OBLIGATION: 14.14 CONTRACTOR'S obligation to perform and complete the work in accordance with the contract documents shall be absolute. Neither recommendation of any progress or final payment by ENGINEER, nor the issuance of a certificate of substantial completion, nor any payment by OWNER to CONTRACTOR under the contract documents, nor any use or occupancy of the work or any part thereof by OWNER, nor any act of acceptance by OWNER, nor any failure to do so, nor the issuance of a notice of acceptability by ENGINEER pursuant to paragraph 14.13, General Conditions Page 28 15.2.9 if CONTRACTOR otherwise violates, in any substantial way, any provisions of the contract documents, OWNER may, after giving CONTRACTOR and his surety seven days written notice, terminate the services of CONTRACTOR, exclude CONTRACTOR from the site, and take possession of the work and of all CONTRACTOR'S tools, appliances, construction equipment, and machinery at the site, and use the same to the full extent they could be used by CONTRACTOR (without liability to CONTRACTOR for trespass or conversion), incorporate in the work all materials and equipment stored at the site, or for which OWNER has paid CONTRACTOR but which are stored elsewhere, and finish the work as OWNER may deem expedient. In such case, CONTRACTOR shall not be entitled to receive any further payment until the work is finished. If the unpaid balance of the contract price exceeds the direct and indirect costs of completing the work, including compensation for additional professional services, such excess shall be paid to CONTRACTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pay the difference to OWNER. Such costs incurred by OWNER shall be verified by ENGINEER and incorporated in a change order, but in finishing the work, OWNER shall not be required to obtain the lowest figure for the work performed. 15.3 Where CONTRACTOR'S services have been so terminated by OWNER, the termination shall not affect any rights of OWNER against CONTRACTOR then existing, or which may thereafter accrue. Any retention or payment of monies due CONTRACTOR by OWNER will not release CONTRACTOR from liability. 15.4 Upon seven days written notice to CONTRACTOR and ENGINEER, OWNER may, without cause and without prejudice to any other right or remedy, elect to abandon the work and terminate the agreement. In such case, CONTRACTOR shall be paid for all work executed and expenses sustained through the date of termination. CONTRACTOR MAY STOP WORK OR TERMINATE: 15.5 If, through no act or fault of CONTRACTOR, the work is suspended for a period of more than ninety days by OWNER, or under an order of court or other public authority, or ENGINEER fails to act on any application for payment within thirty days after it is submitted, or OWNER fails for thirty days to pay CONTRACTOR any sum finally determined to be due, then CONTRACTOR may, upon seven days written notice to OWNER and ENGINEER, terminate the agreement and recover from OWNER payment for all work executed through the date of termination. ARTICLE 16 — MISCELLANEOUS GIVING NOTICE: 16.1 Whenever any provision of the contract documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual, or to a member of the firm, or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. General Conditions Page 30 INDEX TO GENERAL CONDITIONS ARTICLE OR PARAGRAPH Accessto the work....................................................................................................................................13.2 Addenda, definition of (see Specifications)..................................................................................................1 Agreement, definition of........................................................................................ Application for Payment, definition of.......................................................................................................... l Applicationfor Payment, Final..............................................................................................................14.12 Application for Progress Payment............................................................................. ...............................14.2 Application for Progress Payment, review of.................................................................................. 14.4-14.7 Availabilityof Lands..................................................................................................................................4.1 Award, Notice of, defined.............................................................................................................................1 BeforeStarting Construction............................................................................................................... 2.5-2.7 Bid, definition of...........................................................................................................................................1 Bondsand Insurance, in General...................................................................................................................5 Bonds, definition of....................................................................................................................................... I Bonds, delivery of...................................................................................... 2.1 & 5.1 ...................................... Bonds, Performance and Other.........................................................................................................5.1 & 5.2 CashAllowances....................................................................................................................................11.11 ChangeOrder, definition of...........................................................................................................................1 Changesin the Work........................................................................................... Claims, Waiver of — on Final Payment...................................................................................................14.15 Clarifications and Interpretations...............................................................................................................9.3 Cleaning.................................................................................................................................................... 6.18 Completion..................................................................................................................................... Completion, Substantial...............................................................................................................14.8 & 14.9 Conference, Pre-Construction....................................................................................................................2.8 Construction Machinery, Equipment, Etc..................................................................................................6.5 ContinuingWork......................................................................................................................................6.30 ContractDocuments, definition of................................................................................................................1 Contract Documents, Intent and Reuse.........................................................................................................3 ContractDocuments, Reuse of...................................................................................................................3.5 ContractPrice, Change of............................................................................................................................ l l ContractPrice, definition of..........................................................................................................................1 ContractTime, Change of...........................................................................................................................12 Contract Time, Commencement of............................................................................................................2.3 ContractTime, definition of.......................................................................................................................... l Contractor, definition of........................................................................................ Contractor May Stop Work or Terminate.................................................................................................15.5 Contractor's Continuing Obligation.......................................................................................................14.14 Contractor's Duty to Report Discrepancy in Documents.................................................................2.5 & 3.2 Contractor's Fee, Costs Plus.....................................................................................................................11.7 Contractor's Liability Insurance.................................................................................................................5.3 Contractor's Responsibilities, in General......................................................................................................6 Contractor's Warranty of Title.................................................................................................................14.3 Copiesof Documents'.........................................................................................................2.2 ..................... Correction or Removal of Defective Work............................................................................................13.11 CorrectionPeriod, Two Year.................................................................................................................13.12 General Conditions Page 32 Labor, Materials and Equipment......................................................................................................... 6.3-6.7 Lawsand Regulations...............................................................................................................................6.15 Liability Insurance, Contractor's........................................................... Liability Insurance, Owner's............................................................................ Limitations on Engineer's Responsibilities..............................................................................................9.10 Materials and Equipment, Furnished by Contractor...................................................................................6.3 Materials or Equipment, Equivalent...........................................................................................................6.8 MiscellaneousProvisions............................................................................................................................16 Modifications, definition of........................................................................................................................... l Notice, Giving of......................................................................................................................................16.1 Noticeof Award, definition of......................................................................................................................1 Noticeof Acceptability of Project..........................................................................................................14.13 Noticeto Proceed, definition of..................................................................................................................... l Noticeto Proceed, Giving of......................................................................................................................2.3 "Or -Equal" Items........................................................................................................................................6.8 OtherContractors................................................................................... OvertimeWork, Prohibition of..................................................................................................................6.3 Owner, definition of..................................................................................... 1 .......................................... Owner May Correct Defective Work...................................................................... ...............................13.14 OwnerMay Stop Work..........................................................................................................................13.10 Owner May Suspend Work, Terminate........................................................................................... 15.1-15.4 Owner's Duty to Execute Change Orders..............................................................................................11.10 Owner's Liability Insurance.......................................................................................................................5.8 Owner's Representative, Engineer to Serve as...........................................................................................9.1 Owner's Responsibilities, in General............................................................................................................8 Owner's Separate Representatives at Site..................................................................................................9.8 PartialUtilization.............................................................................................14.10 ..................................... Partial Utilization, Property Insurance................................................................................................14.10.3 PatentFees and Royalties.........................................................................................................................6.13 Payments to Contractor, in General.............................................................................................................14 Payment, Recommendation of..................................................................................................... 14.4-14.7.6 Performanceand Other Bonds............................................................................................................. 5.1-5.2 Permits............................................................................................................. 6.14 .................................... Physical Conditions Investigations and Reports.......................................................................................4.2 Physical Conditions, Unforeseen................................................................................................................4.3 Pre -Construction Conference.....................................................................................................................2.8 PreliminaryMatters.......................................................................................................................................2 Premises, Uses of ........................................ ..................................................................................... 6.17-6.19 Price, Change of Contract............................................................................................................................ l l Price, Contract, definition of.........................................................................................................................1 Progress Payment, Applications for.........................................................................................................14.2 ProgressSchedule...........................................................................................................................2.6 & 14.1 Project, definition of........................................................................................... Project Representative, Resident, definition of.............................................................................................1 Project Representation, Provision for ..................................... Project, Starting..............................................................................2.4 ...................................................... Protection, Safety and...................................................................................................................... 6.21-6.22 General Conditions Page 34 Useof Premises............................................................................................................................... 6.17-6.19 Values, Schedule of..................................................................................................................................14.1 Visits to Site, by Engineer ......................................... Warranty and Guarantee, by Contractor...................................................................................................13.1 Warrantyof Title, Contractor's................................................................................................................14.3 Work, Access to........................................................................................................................................13.2 Workby Others, in General...........................................................................................................................7 Work, Cost of...............................................................................................................................11.5 & 11.6 Work Continuing During Disputes...........................................................................................................6.30 Work, definition of........................................................................................................................................1 Work, Neglected by Contractor................................................................................................................13.4 Work, Stopping by Contractor.................................................................................................................15.5 Work, Stopping by Owner............................................................................................................... 15.1-15.4 General Conditions Page 36