HomeMy WebLinkAboutPR 12186: EDC - DESIGN/BUILD'interoffice
MEMORANDUM
To:
From:
Subject:
Date:
Mayor, City Council, City Manager
Mark T. Sokolow City Attorney ~/~ ~
P. R. No. 12186; Council Meeting of May 6, 2003
May 2, 2003
Attached is P. Ro No. 12186 authorizing the EDC Executive
Director to execute an agreement with LaGrone Services, Inc. &
Carney Engineering. I talked to Mr. LaGrone and they are still
working out the details as to who will be the subcontractors.
There is another meeting scheduled for Monday.
MTS/jb
Attachment
Po Ro No. 12186
4/25/2003 ts
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE EXECUTIVE
DIRECTOR OF THE CITY OF PORT ARTHUR SECTION
4A ECONOMIC DEVELOPMENT CORPORATION TO
EXECUTE A DESIGN/BUILD AGREEMENT WITH LAGRONE
SERVICES INC. AND CARNEY ENGINEERING
WHEREAS, the City Council per Resolution No. 03-083 and the
Board of Directors of the City of Port Arthur Section 4A Economic
Development Corporation has already approved a Design/Build
Agreement with LaGrone Services, Inc. and Carney Engineering, Inc.;
and
WHEREAS, changes in the proposed agreement have been made with
the latest form of the agreement being attached hereto as Exhibit
'~A"; and
WHEREAS, the City Council deems it in the best interests of
the citizens of Port Arthur to authorize the Executive Director of
the City of Port Arthur Section 4A Economic Development Corporation
to promptly execute the Design/Build Agreement with LaGrone
Services, Inc. and Carney Engineering, Inc.,
NOW THEREFORE~ BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
Section 1.
true and correct
Section 2.
Arthur Section
authorized to
Services, Inc.,
That the facts and opinions in the preamble are
That the Executive Director of the City of Port
4A Economic Development
execute a Design/Build
and Carney Engineering,
Corporation is herein
Agreement with LaGrone
Inc., in substantially the
same form as attached hereto as Exhibit ~A~
Section 3. That all parties to this Agreement shall sign
the Agreement on or before May 15~ 2003, so that this project may
proceed in an expeditious manner.
Section 4. That a copy of the caption of this Resolution
be spread upon the Minutes of the City Council.
READ, ADOPTED AND APPROVED on this day of ,
A.D., 2003, at a Regular Meeting of the City Council of the City
of Port Arthur, Texas, by the following vote: AYES:
Mayor , City Council
NOES:
OSCAR ORTIZ, MAYOR
ATTEST:
EVANGELINE GREEN~ CITY SECRETARY
APPROVED AS TO FORM:
MARK T. SOKOLOW, CITY ATTORNEY
APPROVED FOR ADMINISTRATION:
STEVE FITZGIBBONS, CITY MANAGER
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EXHIBIT
o4/25/o:~-e
STATE OF TEXAS
COD1FI~/OF JEFFERSON
DESIGN/BUILDER CONTRACT
WHEREAS~ the City of Port Arthur Section 4A Economic Development
Corporation has, as of this date, entered into~ or plans to enter
into, an Economic Incentive Agreement with IA~IS Healthcare
Corporation and williams & Rao, L. P., (hereafter called
IASIS/Williams & Rao Economic Incentive Agreement), as to have IASIS
Healthcare Corporation build a new Hospital, and to have Williams &
Rao, L. P., build a new Medical office Building (MOB) on the
approximately thirty (30) acre tract that is described in Exhibit ~BH
of the williams & Rao economic incentive agreement; and~
WHEREAS, IASIS Healthcare Corporation and Williams & Rao, L.
have requested that the City of Port Arthur Section 4A Economic
Development Corporation (hereinafter called Owner or EDC) provide
· s
certain site improvement , and
WHEREAS, the City of Port Arthur Section 4A Economic Development
Corporation has advertised for Request for Qualifications from
Design/Builder firms for site improvements; and,
WHEREAS, IASIS Healthcare Corporation has indicated that it will
use R. Jo Griffin & Company, Wo T. Byler, Thomas Miller & Partners,
L. L. C., and Ingram Civil Engineering Group to design and construct
the Hospital, and
WHEREAS~ Williams & Rao, L. P. will be contracting separately
for the Medical Office Building, and
WHEREAS, the City of Port Arthur Section 4A Economic Development
Corporation believes based on (1) their Qualifications filed on or
about March 3~ 2003~ and (2) their demonstrated competence as shown
in their timely completion of the adjacent Park Central Crossing
site, that LaGrone Services Inc. and Carney Engineering have the most
experience and qualifications to provide design work, as well as site
and other improvements, that are being requested of the EDC to
perform in the IASIS/Williams & Rao L. P., Economic Incentive
Agreement; and~
WHEREAS, the City of Port Arthur Section 4A Economic Development
· n
Corporatlo , LaGrone Services Inc. and Carney Engineerin~ desire to
enter into the following agreement:
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The City of Port Arthur Section 4A Economic Development
Corporation of Port Arthur, Texas~ and LaGrone Services Inc. and
Carney Engineering, hereinafter called DESIGN/BUILDER in
consideration of the mutual covenants hereinafter set forth, agree as
follows:
ARTICLE 1. WORK
1.01o Design/Builder shall complete all Work as specified or
indicated in the Contract Documents. The Work is generally described
as follows:
Provide all labor, material and equipment necessary to design and
build, as described in the EDC deliverables in Article II~ Section
2~l(a) (1) ~ (2), (3), (4), (5), (6), and (7) of the IASIS/Williams &
Rao~ L~ Po~ Economic Incentive Agreement, as more fully described in
Exhibits X and II, and as also described below:
~ Storm Sewer System. Ail storm sewer facilities necessary
to provide storm water drainage outside the boundaries of the
Hospital Site to serve the Hospital Site, the MOB Site and new public
roadways as required by City Code and by existing DD7 regulations.
* Storm Water Detention and/or Retention. Ail storm water
detention or retention necessary for the Hospital Site, MOB Site and
public roadways at the adjacent DD7 pit, subject to allowance by
existing DDT regulations.
* Sanitary Sewer System. A minimum 6" sanitary sewer line
using the City's sanitary sewer system provided at two (2) locations,
five feet (5') outside the Hospital and the MOB. The sanitary sewer
system shall be provided as necessary to provide sanitary sewer to
the Hospital Site and MOB Site and as required by City Code.
* Domestic Water System. A minimum 6" water system utility
line using the City water system provided to a point five feet (5')
outside the Hospital and the MOB as determined by City Code. The
domestic water line shall be provided, as necessary, to provide
potable water to the Hospital Site and MOB site, as required by City
Code.
* Fire Water Line System. 8" fire water line system
including meter and Siamese connection provided in a loop around the
Hospital and to a point five feet (5') outside the Hospital and the
MOB, as determined by IASIS. The fire water line shall be provided
as required by City Code.
* Primary Access Road. A 4-lane divided road built to the
Texas Department of Transportation standards shall be designed and
built the length of one side of the longest side of the Hospital Site
and connected to the Hospital parking lot as to provide access to the
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Hospital Site. The Design/Builder shall consult with IASIS regarding
the design and location of the road, and the Design/Builder shall use
its best efforts to design and locate all ~curb cuts," if any, to the
Hospital,s and MOB's design specifications.
* Secondary Access Road. An additional 4-lane divided road
or roads built to Texas Department of Transportation standards for
this type of development shall be accessible to the Hospital Site,
subject to all non-attainment zone consents and/or requirements
imposed by the Texas Department of Transportation, if any. The
Design/Builder shall consult with IASIS regarding the design and
location of the roads and the Design/Builder shall use its best
efforts to design and locate all ~curb cuts~~ if any, to the
Hospital's and MOB's design specifications.
ARTICLE 2. THE PROJECT
2.01. The Project for which the Work under the Contract Documents
may be the whole or only a part is generally described as follows:
Public Infrastructure as denoted in IASIS/Williams & Rao, L. P.
Economic Incentive Agreement
ARTICLE 3. CONTRACT TIMES
3.01.
Days to Achieve Substantial Completion and Final Payment
The Work will be substantially completed within the days, as
described in Exhibit -~A-Phase I# and Exhibit ~B-Phase II".
3.02.
Notice to Proceed for Each Phase
The Design/Builder shall not proceed on any phase until it
receives a notice to proceed issued by the Owner's Representative of
the City of Port Arthur Section 4A Economic Development Corporation
as this Design/Builder contract is contingent upon (1) completion of
other tasks by other entities as delineated in the IASIS/Williams &
Rao, L. P.~ Economic Incentive Agreement, (2) availability of funding
and (3) the availability of rights-of-way and easements. The Notice
to Proceed as to Phase I will be given on the Effective Date of the
IASIS / williams & Rao, L. P. Economic Incentive Agreement and once
said Economic Incentive Agreement is signed by all parties thereto.
3.03.
Liquidated Damages
A. Design/Builder and Owner recognize that time is of the essence
of this Agreement and that Owner will suffer financial loss if the
Work is not completed within the times specified in paragraph 3.01
above, plus any extensions thereof allowed in accordance with
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paragraph 11 of the General Conditions. The parties also recognize
the delays, expenses and difficulties involved in proving the actual
loss suffered by Owner if the Work is not completed on time.
Accordingly, instead of requiring any such proof~ Owner and
Design/Builder agree that as liquidated damages for delay (but not as
a penalty), Design/Builder shall pay $500 to the Owner for each day
that expires after the time specified in paragraph 3.01 for
Substantial Completion until the Work is substantially complete.
After Substantial Completion, if Design/Builder shall neglect, refuse
or fail to complete the remaining Work within the time specified in
paragraph 3.01 for completion and readiness for final payment or any
proper extension thereof granted by Owner, Design/Builder shall pay
~ner $500 for each day that expires after the time specified in
paragraph 3.01 for completion and readiness for final payment. The
design/build firm shall receive a bonus of $ 500 per day for early
completion, not to exceed a maximum of $ 10~000.
ARTICLE 4.
INSURAI~CE ~ BONDS
The Design/Builder shall have at least $ 250~000 in professional
liability insurance and shall have performance and payment bonds for
the construction portion of the agreement which is estimated at
$5,247,000.
ARTICLE 5.
OWNER'S REPRESENTATIVES
The Owner's Representatives shall be the City Manager of the
City of Port Arthur or his Designee and the Executive Director of the
EDC or his designee.
ARTICLE 6.
CONTRACT PRICE
6~01. Owner shall pay Design/Builder the following sum(s) for
completion of each phase of the Work in accordance with the Contract
Documents.
For a price of $466,071 for Phase I (Exhibit UA"); and
For a price of $5,353,216 for Phase II (Exhibit
ARTICLE 7.
PAYMENT PROCEDURES
Deslgn/Bullde shall submit and Owner will process Applications for
Payment in accordance with Article 13 of the General Conditions.
A. Progress Payments; Retainage. Owner shall make progress
payments on account of the Contract Price on the basis of
Design/Builder's Applications for Payment, which are to be submitted
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on or about the 1st day of each month during performance of the Work.
All such payments will be based on the Schedule of Values establ±shed
in paragraph 2.08 of the General Conditions.
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1. Prior to Substantla Completion, progress payments will
be made in an amount equal to the percentage indicated
below~ but, in each case, less the aggregate of payments
previously made and less such amounts as Owner may
withhold in accordance with paragraph 13~03 of the
General Conditions°
90% percent of Work completed (with the balance
being retainage)
B. Final Payment. Upon final completion and acceptance of the Work
in accordance with paragraph 13.09 of the General Conditions, and
upon proper submittal of affidavits that all subcontractors and
suppliers have been paid, Owner shall pay the remainder of the
contract price. The Owner shall also pay upon a conditional lien
release if it is signed by the Design/Builder and by the applicable
subcontractor or supplier.
ARTICLE 8. INTEREST
8.01. Ail moneys not paid when due, as provided in Article 13 of
the General Conditions, shall bear interest at the rate of 12 percent
per annum.
ARTICLE 9.
DESIGN/BUILDER'S REPP~ESENTATIONS
9.01. TO induce Owner to enter into this Agreement,
Design/Builder makes the following representations:
A. Design/Builder has examined and carefully studied the Contract
Documents.
B. Design/Builder has visited the Site and become familiar with and
is satisfied as to the general, local, and Site conditions that may
affect cost, progress~ performance or furnishing of the Work.
C. Design/Builder is familiar with and is satisfied as to all
federal~ state and local Laws and Regulations that may affect cost,
progress, performance or furnishing of the Work. This includes but
is not limited to the regulations of the Texas Department of
Transportation and Drainage District 7.
D. Design/Builder has carefully studied or will carefully study all
reports of explorations and tests of subsurface conditions at or
contiguous to the Site and all drawings of physical conditions in or
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relatin9 to exiatin9 aurface or subsurface structures at or
cont£ffaous to the Site.
E. Design/Builder is aware of the general nature of work to be
performed by others at the Site including the contractors and
engineers of IASIS and Williams & Raof LP that relates to the Work as
indicated in the Contract Documents.
F. Design/Builder has correlated or will correlate the information
kno,~n to Design/Builders information and observations obtained from
visits to the Site, reports and drawings identified in the Contract
Documents, and all additional examinations, investigations,
explorations, testss studies and data with the Contract Documents.
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Design/Builder has contacted and has obtained approval, or will
obtain approvall from Drainage District 7 as to obtaining fill
dirt from their adjacent pits obtaining access over their land
for purposes of transporting the dirt and for other construction
activities needed for the IASIS/Williams & Rao Economic
Incentive Agreements and as to using the DDT pit for outfall and
retention for the drainage needs of the project.
H. Design/Builder has given Owner written notice of all conflictsl
errors, ambiguities or discrepancies that Design/Builder has
discovered in the Contract Documents and the written resolution
thereof by Owner is acceptable to Design/Builders and the Contract
Documents are generally sufficient to indicate and convey
understanding of all terms and conditions for performance and
furnishing of the Work.
i~RTICLE 10o CONTRACT DOCU~4ENTS
10.01. The Contract Documentss which comprise the entire agreement
between Owner and Design/Builder concerning the Works
following:
A.
Bo
C.
consist of the
This Agreement (pages 1 to 10, inclusive);
Exhibits ~A"s ~B" and "C" to this Agreement;
Design/Builder's Qualifications dated March 3s 2003 and
their proposal dated April 21~ 2003;
Notices to proceed for each Phase;
Performance and Payment Bonds only for the construction
portion of this agreement;
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Standard General conditions of the Contract Between Owner
and Design/Builder (with the deletion of Section 4°04);
Requirements of Design and construction in the EDC
deliverables and other relevant information as to the
requirements for an EDC contractor and for the waiver of
permit fees in the IASIS/Williams & Rao Economic Incentive
Agreement;
The following, which may be delivered, prepared, or issued
after the Effective Date of this Agreement and are not
attached hereto:
2 o
Ail written amendments and other documents amending,
'n
modifying or supplementl g the Contract Documents
pursuant to paragraph 3.03.A of the General Conditions;
Speclflcatlo as defined in Paragraph 1 01.A.42 of the
General Conditions; and
3. Drawings as defined in Paragraph 1.01.A.18 of the
General Conditions.
10.02. There are no Contract Documents other than those listed
above in this Article 10.
10.03. The Contract Documents may only be amended~ modified, or
supplemented as provided in paragraph 3.03 of the General Conditions.
ARTICLE 11. MISCELLANEOUS
11o01o The Standard General Conditions of the Contract Between
Owner and Design/Builder are referred to herein as the General
Conditions.
11o02~ Terms used in this Owner-Design/Builder Agreement, which
are defined in Article 1 of the General Conditions, will have the
meanings indicated therein.
11.03. 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.
11.04. Owner and Design/Builder each binds itself, its successors,
assigns and legal representatives to the other party hereto, its
partners~ successors, assigns and legal representatives in respect to
all covenants, agreements and obligations contained in the Contract
Documents.
11.05. Any provision or part of the Contract Documents held to be
void or unenforceable under any Law or Reg]/lation shall be deemed
stricken~ and all remaining provisions shall continue to be valid and
binding upon Owner and Design/Builder, who agree that the Contract
Documents shall be reformed to replace such stricken provision or
part thereof with a valid and enforceable provision that comes as
close as possible to expressing the intention of the stricken
provision°
11.06. The Design/Builder shall allow IASIS and its general
contractor to meet and confer regarding the proposed improvements, as
further delineated in Section 7.2 of the IASIS/Williams & Rao, L. P.,
Economic Incentive Agreement and shall further cooperate with the
City, IASIS, as well as Williams & Rao, L.P., to accomplish the goals
as delineated in the IASIS/Williams & Rao~ L. Po Economic Incentive
Agreement°
11.07. The Design/Builder shall complete the improvements in the
timetables, as delineated in Exhibits "A" and "B" without opportunity
for change orders for additional days associated with weather delays,
as more fully delineated in Article VII of the IASIS/Williams & Rao,
Lo P., Economic Incentive Agreement.
11.08. If there is a default by Williams & Rao, L. P. or IASIS
Healthcare Corporation~ the owner may terminate this contract with
(ten) 10 days written notice. The owner may also terminate for
convenience as noted in the ~eneral Conditions.
11.09. The Design/Builder shall also do the following,
Exhibit ~P" and Exhibit ~S" of the IASIS/Williams & Rao,
Economic Incentive Agreement:
as noted in
L.P.,
Within one hundred fifty (150) days~ prepare plans and
specifications for water~ sewer, drainage, utilities,
erosion control, and grading included within the EDC
Improvements
The Design/Builder will obtain all non-attainment zone
consents and/or approvals required from all federal~ state
and local authorities, including specifically the Texas
Department of Transportation, with respect to the planned
construction of roads as described on Exhibit ~H~ of the
IASIS, Williams & Rao, L. P., Economic Incentive
Agreement and/or confirmation that no such consents and/or
approvals are required.
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11.10 Design/Builder shall maintain and timely provide the
information as required by IASIS and Williams & Rao, L. Po, as to
all work performed by the Design/Builder and as further delineated in
Article VIII, Article XI and Section 14.3 of the IASIS/Williams &
Rao, L. P. Economic Incentive Agreement.
11.11. Design/Builder shall coordinate completion of the EDC
improvements with the construction of the Hospital as delineated in
the iASIS/Williams & Rao, L. P. Economic Incentive Agreement.
11.12. Employment/Contracting Opportunities
(i) To the greatest extent feasible, opportunities for
training and employment arising in connection with the planning and
carrying out of any project assisted with EDC funds provided under
this Agreement be given to City of Port Arthur residents~ including
but not limited to, minorities; and
(ii) To the greatest extent feasible~ contracts for work to
be performed in connection with any such project be awarded to City
residents, including, but not limited to, minorities and businesses,
including, but not limited to, individuals or firms doing business in
the field of planning, consulting~ design, architecture~ building
construction, rehabilitation~ maintenance, or repair, which are
located in or owned in substantial part by persons residing in the
City of Port Arthur; and
(iii) The Parties shall notify the EDC of employment
opportunities as to give the EDC reasonable opportunity to forward
names and resumes of City of Port Arthur residents, including, but
not limited to, minorities; ~nd
(iv) The Parties shall advertise in the Port Arthur News as
to all contracting employment and/or training opportunities.
11.13. The Owner has, as of this date, entered into or plans to
enter into, purchase agreements with Sun NLF, Zahieh Khodour, sabine
Neches~ Inc., Park Commercial Investors and Mark Hayes, for a 100'
Right-of-Way and for a landscaping easement. Said Agreements may
provide up to two (2) curb cuts per each side of the proposed
extension per tract, provide coordinated median openings to ensure
access to each side of the proposed extension of the road as per
AASHTO geometric design guidelines and the relocation of the existing
flexible base material on the Hayes tract to a new location on the
tract of Sabine Neches, Inc. The Design/Builder shall do this work
as part of this project.
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0~25/03-e
IN WITNESS WHEREOF, Owner and Design/Builder have signed this
Agreement in duplicate. One counterpart each has been delivered to
Owner and Design/Builder. All portions of the Contract Documents
have been signed, initialed or identified by Owner and
Design/Builder.
This Owner-Design/Builder Agreement will be effective on the __
day of __ , 2003.
SIG~D and AGREED to on this the __ day of ,
OWNER: CITY OF PORT ARTHUR SECTION AA ECONOMIC DEVELOPMENT
CORPOP. ATION OF PORT ARTHUR, TEXAS
2003.
BY:
ATTEST:
ADDRESS FOR GIVING NOTICES:
444 4TH Street
Port Arthur, Texas 77641
SIGNED and AGREED to on this the
DESIGN/BUILDER:
LAGRON~ SERVICES, INC.
day of , 2003.
BY:
Attest:
ADDRESS FOR GIVING NOTICES:
SIGNED and AGREED to on this the
2003.
__ day of ,
CARNEY ENGINEERING
BY:
Attest:
ADDRESS FOR GIVING NOTICES:
' 'Il
Englneerl g License No.
APPROVED AS TO FORM:
Jim Wimberley~ Attorney at Law
Mark Sokolow, City Attorney
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04725/03-e
E~HIBIT ~A"
PHASE I
Clear & grub roadways and utility routes
Site fence installation around thirty (30) acre hospital/MOB and
roadways
Temporary construction entrances
Design costs for first sixty (60) days.
Schedule shall be as delineated in LSI proposal with adjustments
thereto based on the timing of the Notice to Proceed.
$ 466,071
This price is subject to the exceptions as denoted in Exhibit
04~25/03-e
EXHIBIT
PHASE II
utility and roadway design/administration.
Material testing.
Strip roadways
Roadway fill & preparation.
Lime stabilization to a depth of 6" @ 6%.
Concrete roadways constructed to TXDOT standards for a 4-lane
Park Central Boulevard
Concrete roadways constructed to TXDOT standards for the 4-lane
extension of Jimmy Johnson Boulevard
Street lights along Park Central Boulevard and the Jimmy Johnson
Boulevard extension
Sanitary sewer service to within 5 feet of the Hospital building
and the M.O.B. tied into the existing City of Port Arthur
system.
Storm sewer system for the new 4-lane roadways. System to
outfall at the adjacent DD7 pit.
Storm sewer system for the 30-acre Hospital / MOB site.
Domestic water service lines to within five (5') feet of the
Hospital building and the MOB
8" Fire Water loop around Hospital / MOB brought to within 5' of
the Hospital building and the MOB
Other services as required from the EDC design build contractor
as delineated in the IASIS/EDC Economic Incentive Agreement.
Schedule shall be as delineated in the LSI Proposal with
adjustments thereto based on the timing of the Notice to Proceed
$ 5~353,216
This price is subject to the exceptions in Exhibit
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EXHIBIT ~C"
The Design/Builder has not included any costs for and specifically
exclude the following items from this contract:
Handling or removal of hazardous materials.
Removal or relocation of any existing utilities (including gas
lines).
Development, assessment & utility company fees.
Builder's risk insurance.
Landscaping &Irrigation.
Well pointing.
Resolution of wetland issues.
Excavation, disposal and recompaction of unsuitable subgrade
should unexpected and unanticipated conditions arise.
Electrical service of any type.
Gas service of any type.
This contract is based upon using fill material excavated from the DD7
Golden Pond Detention Facility.
This contract is based upon one site mobilization.
This contract is based upon burning all clearing debris on site LSI
has a burn permit and has indicated that this is an available method of
disposal.
This contract includes the maintenance of the erosion controls during
the duration of our work only.
This contract includes a 6" thick, unformed, unreinforced concrete slab
(20,000 s.f.) over the pipeline casement for the road crossing.
This contract is based upon W. T. Byler Co., L. P. contracting with
the Hospital#s General Contractor for the fill and building pad for
the Hospital / MOB site.
This contract is based upon the site fill, road fill and building pad
activities for the Hospital / MOB site being released to W. T. Byter
Co., L. Po by IA_SIS no later than fifteen (15) days after the start of
the Hospital / MOB site clearing.
The cost for Phase II is based upon the Notice to Proceed for Phase II
being issued on or before July 5, 2003.
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STANDARD GENERAL CONDITIONS
BETWEEN
OWNER AND DESIGN/BUILDER
~ ~TI'CLE I--DEFINITIO NS ...............................................................................................................................................................
2.01 Dcl{v~ o f Bon~nsu~ncc Cc~{fica(cs .................................................................................................................. 4
2.02 ~cnccmcn( of ~n~ac( Tin,cs; Nohcc
2.03 S~g d~c Work .......................................................................................................................................................
2.04 Bcforc Smd~g ~cdon ..................................................................................................................................... ................................................... 5
2.05 ~tial ~nf~ ....................................................................................................
3.03 ~d~ and Suppi~ ~n~c[ D~ ................................ . ......................................... 7
~OUS ~ONS ....................................................................................................
~cf~ Poma ........................................................................................................................................................
H~rdous ~ndifio~ ............................................................................................
......
~.02
~.o~
~.05
~.07
~.0~
6.1l
6.12
6.14
6.15
6.I7 Coni/nulag lh~ Work ................................................................................................................................................ 19
6.18 D ,F~SIGN/13UILDI~'* O~neral Wa~n/y and Ouamnt~ ........................................................................................ 19
6.19 Ind~ifi~iion ....................................................................................................................................................... 19
7.01 KeIa~M ~ns(mclion al alic ............................................................................................................ ....... . ............... , ........ 20
7.02 ~rd~l on ..................................................................................................
~CLE 8~%%~ER'S ~PONSIBILITI~ ............................................................................................................................. 2
8.01 Gcncal ............................................................................................................................. ' ................. 2
8.02 ~ ofO~E~% Saf~ and lt~rdous
........... 22
8.03 R~iden/Projecl Rcprcsenaaon .....................................................................................................................
~C~ 9~I~G~ ~ ~ WO~; CL~S ....................................................................................................................
9.01 O~I-~gh~ and Obliga~o~ .............................................................................................................................. 22
22
~.02 No~ of ~l~l lo Make ~a~ ................................................................................................................................ 22
9.~ ~ion ................................................................................................................................................................... 22
9.05 T~ ~t ~ion ..................................... i .........................................................................................................
...............................................................................................................................................
9.07 ~Ooa of~e Ord~ ............................................................................................................. 23
9.08 Nofi~ ~o 8~ ......................................................................................................................................................
23
10.01 G~mI ................................................................................................................................ ' ............. 23
10.02 ~ of~e Wo~ ....................................................................................................................................................... 26
10.03 ~h Allowan~ ....................................................................................................................................................... 26
10.~ UNt PN~ .................................................................................................................................................................
........ 27
1131 ~ .................................................................................................................................................. 27
1 L02 ~ ~io~ ...................................................................................................................................................
~H~l ll--~ ~ ~SP~ON$1 ~ON, ~OV~ O~ A~PT~CE OF DEF~27
T~ ~o~ .......................................................................................................................................
~ ~oa or ~ of ~f~vc ~on ..................................................................................... __ 29
~07 ~o~ P~M ........................................................................................................................ ..
A~ of~f~vc ~on .................................................................................................................29
1~0~ O~ ~y ~ ~C~ve ~on ........................................................................................................ 29
~p~oa for Pm~s Pa~i ...................................................................................................................... h. 30
Pm~a~ .......................................................................................................................................... 31
~bs~ ~l~oa ......................................................................................................................................
I3.02
13.03
F~al ~.~f~:~fon ......................................................................................... . ........
F~ Applioa~ott for Paym¢~nt. .......................................................................
13.09 Final ym. cc~ . . .... . ....................... 33
13.10 Wai¥cr otGlalms ................................................................................................
~C~ ~-S~S~S~O~ O~ WO~ ~ ~*~ON ................................................................. ]]~ ............. ] .......... ~
14.0 i O ~cr May Suspend ~ ork .................................................................................................................. 34
14.02 O~ May Tc~alc loc ~usc ...................................................................................... ~ ...................................... 34
J~.03 O~ May T~Jc for ~nvcni~cc .................................................................................................................. 35
14.04 D~IGN~ER May Stop Wock or Tc~atc ................................................................................................
35
~CLE 15-DISPI~E ~OLUTION ........................................................................................................................................
16.01Giv~g Nodcc ............................................................................................................. ' .................................. 35
A~nCLE 16-hgSCELL~OUS .................................................................................................... ~]]]]]~ ]] ................................... 35
16.02 ~mpuUfion of T~es ..................................................................................................... . ..... 36
16 03 Noti~ of~a~ ................................................................................................................' ..................... 36
16 04 ~ulative Rem~i~ ............................................................................................................................................... 36
16.05 S~ival of Obligadom .............................................................................................................................................
~IT GC-A {o G~ ~N~ITiONS OF ~ AG~E~ B~EN O~ER ~ 37
D~IG~ER DASD ................................................................................................................... 37
15.01 DNpute R~olufion A~ent .................................................................................................................................
ARTICLE I--DEFtNITION
1.0! Defined
A. Wherever used in these Genera~ C~nditions or ha
· thc other Contract Documents d~e follow~g te~ havc
~e m~nMgs ~di~tM wMch are appli~blc
s~gul~ and plml fl~eo f:
1. dddenda-Wdaen or gapMc ~a issuM
pdor lo the o~g of pre~als w~
~ or ~gc
2. ~lgreeme~t-The vaitten conhmct between
OWNEK ~md DESIGN/BUILDER covering the
Work; other Contract Documents are attached to the
Agreement and made a part thereof as provided
~herein.
3. Application for Payment--The form which is to
be meal by DESIGN/BUILDER ha requesting
progress or final payments and which is to be
accompanied by tach vappov~ug documentation as is
required by the ConWact Documents.
5. Bondx-Pefformance and payment bonds and
other kmmments of secmlty.
Work, or an ~djus~ment in lite Contract Price or Otc
Contract Times. issued on or after lhe Effective Date
of the Agreement.
8. ~nceptual Documents--~m draw~gs and
~pec~fi~fio~ ancot off,er g~phic or
~tedals, criteria and ~fom6on ~n~g
O~W* requkemenU for ~e Projec~ su~ as
d~ign objeeffv~ and ~a~B, space~ ~paci~ and
~o~ r~ukemen~, fl~ili~ and
~e R~u~ for Provue whi~ ,how or d~ ~e
~ ~d ~ o~ or relate to, ~e Wo~ to be
~o~ or ~h~ ~nd w~ ~ve
pr~ by or for O~
9. ~ion-~c ~o~g or f~h~g of
~d ~u~ment ~to ~e Wo~ ~d &e ~g of
s~i~ (o&er &an D~ign pmf~sional
and d~en~, all as r~uk~ by ~e ~nmc(
10. ~cffon Suba~e~t-A
~on ~n~or for pro,iOn of~on.
~vc Date of &e i~t ~e ~n~ct
ProemS.
12. ~n~a~ pH~-~e moneys pa~ble by
O~ to D~IG~ for ~l~on of
13. Com~r~ct 77m~r-Thc ammbcrs of d~ys or thc
da~cs s~(ed ~ thc Agrec~m (0 ~o ~ch[cvc
Subs~nfial ~mplctio~ and (ii) ~o complete thc
Work so that it is r~dy for final paten1 in
a~ordan~ with paragraph 13.08.A.
14. defective--An adjective which when modifying
thc term Construction refers to ConsW. tction that is
unsafsfactory, faulty or deficient, in that it docs not
conform to the Contract Documents, or docs not meet
the rcqukernents of amy inspect/orb reference
standard, test or approval rc£c~ed to in thc Contract
Documents, or has bom damaged prior to OWNF~'s
f'mal payment (unless respogdbflity for thc protec6on
thereof has been assumed by OWNE~ at SubsiantiaI
Completion).
I5. DESZGN/BUILDER-The individual or entiW
with whom OWNER has entered into the Agreement.
16. Design ,~ubagreement-A written agrccmenl
between D~IGN~LDER and a d~ign
prof~sio~l for prov~ion of D~i~ Prof~sio~l
17. ~ Prof~na[ $~~ ~kt~
B/d~egoO~, ~om or ~oml
p~.
18. Drau4~gs-Thos¢ portions o£ the Contract'
Dooxments prepared b7 or
~ show ~e ~,
Wo~.
19. Effective Date of the Agreement-'I~ne date
indicated in the Agree. men{ da which it becomes
effective, but if no such date is indicated it means the
date on which thc Agreement is signed and delivered
by the lasl of thc two pariies to sign and deliver.
20. En£bteet'--A duly licensed individual or cnfity
designated by DESIGN/BUILDER to perform
furnish specified Design Professional Services
connection with the Work.
21.Field Order-A wriacn order issued by OWNER
which orders minor changes in die Work but wh/ch
docs not involve a change in ~he Contract Pr/ce or thc
Contract Times.
22. IIazrnrdous Condition-The presence at the Site of
Asbestos, Hazardous Waste, PCB's, Petroleum
Products or P~dioactive Materhls in such quantities
or circumstances that there is a danger to ~ersons or
property.
23.Ha~ardotzx Waste--The term Hazardous Waste
shall ha~e the meaning provided in Section 1004 of
thc Solid Waste Disposal .&ct (42 USC Section
6903).
24. Laws and Re~lations; Laws or Regulaa'ons--
Any aud ali applicable hws, roles, reguhtions,
ordinJmces~ codes ~ud orders of way amd all
governmental bodies, agencies, amthofities and courts
25. L~ots-12harges, seem/bt '/nterests or
~mcumbranc~ upon real propex~ or pe. monsl
propcaT.
26.kCdeston¢-A principal event specLf/ed in thc
Con~a~ Documents relating to ma intermediate
com~le6.on date or 6n~ prior id SubsmtiaI
Completion of all the Wodc
27. N'ot/ce of,4w~rd-The written notice by OWNER
to the aucoessful proposer stating that upon
compliance by the successful proposer with the
conditions precextent enmerated therein, within the
time spceifi~ OWNER will sign and deliver the
Agreement.
2
28. Notice to Procced-A written notice given by
OWN-ER co DESIGN/BUILDER fixing the date on
which d~c Contract Timcs w/Il conuncncc lo ran.
29.0Iff?4ER-Tbc public body, or authority,
individual or entity with whom DESIGN/BUILDER
has entered into die Agreement and for whom the
Work Ls to be provided.
30. oWNERk Consultant-An individual or entity
hay/rig a contract with OWNER to furnish ser~kes as
OWNER's consultant wRh respect Io thc Project and
who ~s identified as vach in the Supplementary
Conditions.
31. OWNER~$ Represenlative-A per,on designated
in writing ~o ac~ as OWNER's repre~ntative with
re. zpoct to DESIGN/BUILDER's performance of the
Work. Such pe~on zhall have complete authori~ to
~ransmil i~acfions, receive irdormation, imevpret
and de£me OWNER's policies, make decisions w/th
respect to performance of the Work and provide such
other services as may be agreed upon.
32. Partial Util~ationMJ~e by OWNER of a
~.tb~a, nfially compl~ed ~ of ~e Wo~ for &e
~ for~ ~ ~ ~t~ (or a r~t~ p~c)
prior ~ ~b~ ~l~on of~ ~e Wo~
33. PC/l.~-PolyeModmtted b~phenYt~-
34. petroIewn-Pe~l~ including erode oll or
~my fraction ~f
~n~fio~ of ~ ~d p~ (~ de~
F~dt ~ 14.7
35. Project-The total construction of which the
Con~mcfion to be pro~ded under ~he Contract
Doc, ument~ nm¥ be the whole~ or a pa~ ~ indicated
eisewbere in the Contract Doctmm'tts.
36. Proposal--The documents subnfitted by
DESIGN/BUILDER in response to thc Request for
Proposals ~etting forth 0~¢ design concept, proposed
prices, and other conditions for 0to Work Co be
performed.
37. Radioactive Material--Som~ce, special nuclear,
or bypr~Iuct mater/al ~ defined by the Atom/c
Energy Act of 1954 (42 USC Section 2011 e~ xeq.) as
amended from time ~o t/me.
38. Request for Proposals-The decumenl prepared
by or for oWNER *pecifying and de..~n'bing
oWNER's obj~v~ ~d ~e pr~e ~o ~
follow~ ~ p~g and mb~g a Pro~ml and
a~rd~g a ~n~-
39. R~id~t Proj~ Repr~entati~-~e ~u~o~d
repr~enm~ve of O~ ~o ~y ~ ~i~ to
~e Site or any pa~ ~f.
40. S~ule of Falu~-A sch~ule pr~ by
D~IGN~ER ~d a~pmble to O~R
N~g ~( ~on of ~e ~nmct Pfi~ to ~
paid for ~ ~jor ~nent of~e Wo~
for ~e ~o~ of ~ ~o~ ~o=gq or
~ ~ by or for D~~~
D~IO~ or ~ ~y o~ 8u~nm~or
for ~e ~o~ ora p~ of~e Wo~.
44.Submittal-A ~en or ~pMc d~ent
3
prepared by or £or DESIGN/BUILDER which is
required by the Contract Documen~a Io be submitted
to OWN'ER. by DESIGN/BUILD 'ER- Subntittals may
include Drawings, Specifications, progress schedules,
shop drawings, samples, Cash Flow Projections, and
$chedtdes of Values. Submittals other than
Drawings and Specifications are not Contract
Documents.
45.Substantial Completion-The time at wifich the
Cor~tmction (or a specified part) has progressed to
thc point where it is sufficiently complete, in
accordance with ~e ContaCt Documents, so that the
Gonstracton (or a specified pm) can be utilized for
~e purposes for which it is Lntended. The terms
%ubsmntiaily complete~ and %ubstantially
completed" as applied to all or part of the
Construction refer to Substantial Completion thereof.
46. Supplementary Conditionx-The pan of the
Contract Docttrnents which amends or supplements
these General Conditions.
47. Supplier-A manufacturer, fabricator, supplier,
distributor, materialman or vendor having a dkect
contrac~ with DESIGiWBLrff~ER or with any
Subcontractor to furalsh matedaI~ or equipment to be
iaxcorporated in the Work by DESIG-2q/BIJILDEK or
any ~nt~ae~or.
~llL ~Jn/t Pt/ce Work--Work to be paid for on the
basis ofuult prices.
49. Work-The eutire completed consWuction or the
vadou~ r~u,xtately idenfffhble parts thereof required
to be performed or furdshed under the Contract
~ts. Work inelttdes *nd ~ the result, of
perfotmlng or fumis~ Design ?rofesdonal
Services *nd Construction requked by the Contract
50. Work Cfiange DrYective-A vtritlen directive to
DESIGIq/B~EP~ issued on or after the Effective
Date of the Agreement ~md signed by OWNER
ordering an addition, deletion or revision in the
Woriq or respond/rig to differing site conditions
under which thc Work is to be performed as provided
in paragraph 4.02 or lo emergenci~ under paragraph
6.15. A Work Change Directive will not change
Contract Pricc or thc Contract Times, but is evidence
that the parties expect 0%1 thc change directed or
documented by a Work Change Directive will be
incorporated in a subsequently issued Change Order
following negotiations by the prates as to its effect, if
any, on the Contract Price or Contracl Times.
51. Written ~mendment-A writlen amendment of
the Conm~c~ Doca.unents, signed by OWNER and
DESIGN/BUILI)ER on or after the Effective Date of
thc Agreement ~md normally dealing with the
nonengineerkng or nontechnical rather than
design or con.~racfion-related aspec~ of the Contract
Documents.
ARTICLE 2--pRELiMINARY hLA. TTERS
2.0 f Delivery of Bondr/Inxurance Certificate
When DEBIGIqf/BLrlI~ER delive.~ the executed
Agree~uents to OWNF~ DI~IGIq/BL1U.2)~
~all ~ deliver to O~ m~
~ a~ ~& p~ph 5.02 ~
4
2.02 Commencentent of C~tm'act Times: Notice to
Proceed
A. Thc Contract Tkncs v.,[ll conmmnce {o run
on thc th~ieth day after thc EfFective Date of thc
Agrccmen~ or, ifa Notice to Proceed is given, on
~hc day indicated in the Notice to Proceed. A
Notice to Proceed may be given ~t any time within
thirty days after the Effective Date of thc
Agreement. la no event will thc Contra¢~ Times
commence to mn later than the ninetieth day after
the Last day for rccelpt of thc Proposal or the
thh~ieth day after the Effective Date of the
Agreement, whichever date is earlier.
2.03 Starting the Work
A. DESIGN/BUII~ER shall start to perform the
Work on thc date when thc Contrac~ Times coramence to
2.04 Before Starting Cor~trucdon,
A. DESIGN/BUILDER shah submit thc following
for review witb/n tea days after commencement of thc
Co n~act Times:
1. A preliminary progre~ *,chedalc ~.dicafing thc
~ (nmnben; of days or dates) for ~artlng and
~omple~g the vafio~ ~age~ of~ke Work iado,~;-g
2. A preliminary e~hedule of mtake~ 8abmittals
and the ~ for mbmlt~ing, reviewing and
processing each Submittal;
3. A prellmlnany ,5~xedule of Valu~ for all of the
Wot4: which ~ include quantRie~ and prices of
itewa aggregallng ~e ~a~ ~ ~d
~ffi~t d~H to ~c ~ ~c ~ for
~ d~ ~om of ~c Wo&
pd~ ~ ~dudc a pm m~ ~t of ovoid ~d
profit applimble to m~ itm ofWo~; ~d
4. A preliminary Cash Flow Projccdoa.
B. Before any Work is staaed, DESIGN/BL~LDER
and OWNER shall meh deliver to thc other, with copies
to each additional thsutcd identified /n thc
Supplementary Conditions, certificates of/nsurance (and
other evidence of insurance which c/dmr of them or any
additional insured may reasonably toques0 which
DESiGN/BUILDER and oWNER respectively arc
rcquked to porcha~e and [raintain in accordance wifl~
paragraphs $.02.A, 5.04.A and 5.04.B.
2.05 initial Conference
A. with/n twenty days after thc Cont~c~ Times
start to run a conference attended by OWNER and
DESiGi,,UBLrrLDEP, and others as appropriate will be
held to ~tablish a working understanding among thc
parties ax to the Work and to discuss the d~ign concepB,
schedules r6ferred lo in paragraph 2.04.A, procedures for
handling ~;ubmigals, prOCe~dng Applications for
Payment, maintainLng reqnked records, items required
pursuant to paragraph 8.01.A.6 and other matters.
2.06 Initially Accepmble $chedules
A. At least ten days before submission of thc ftrst
Appliea~iou for pa~t a ~ a~ by
~ ~ hdd to ~ for a~b~
~ow. ~e pm~ ~e ~ ~ ,~ble to
~e ~n~ W~, but m~ a~ ~ ~i~er
~e on O~ ~ffi~ for ~e
~&~a~ or pro~ of ~e Wo~ nor ~t~e ~ or
relieve D~tG~ from D~[G~
hll r~i~ ~fon ~e fomt ~d m~ nf
Doenmcn~. OWNER's ~cccptance shal! no( be dccmcd
lo confirm that thc schedule is a reasonabtc phn for
pcd'orming thc Work. DESIGN/BUILDERk schedule o£
Subrrdt/zls will be. acceptable lo OWNER ax providing
workablc arrangement` for reviewing and processing thc
reXlUired Submittals. DESIGN/BUILDEWs Schedule of
Values and Cash Flow Projection will be acceptable to
OWNER ax to form and substance.
ARTICLE 3 --CONTRACT DOCUMENT~:
INTENT, AMENDING, I1EUSEARTICLE
3.01 latent
A. The Contract Documents comprise thc entire
agreement between oWNF~ and DESIG1-UBUILDER
concerning the Work. The Conlract Doo.tmenls are
complementary; what is called for by one is ax binding as
il' called for by all. The Con~ract Documents will be
construed in accordance with the law of the place of the
descrl'be a ~o~y ~lac ~oj~ (or ~
~ for. ~ wo~ or p~ ~& ~w a
~ ~ or ~oa ~d~ or ~dc
~ ~ ~ ~o d~ wo~ ~N or
~m~ ~ ~or~ or p~ s~ ~ Nt~ N
$.02 References
Reference to s0mdarda, lpe-oifications, rrianstaLs or
~h~o~ or to ~¢ ~ or Rc~hfio~ of any
gove~en~[ au~odW, wbe~ such rcf~ ~
specific or by implication, shall mcan dic latest standard,
specification, manual, code or Law~ or Regulations Lq
effect on thc hsi day for receipt o£ Proposals except as
may be otherwise specifically staled in /he Contracl
Documents.
B. Exccp~ as otherwise specifically stated in /he
Contract Documents or as may be provided by
amendment or supplement thereto issued by one of the
me/hMs indicated in paragraph 3.03~, the provisions of
the Contract Documents shale take precedence Lq
resolving any conflict, error, ambiguity or discrepancy
between the provisions of the Contract Documents and:
1. the provisions of any such standard,
specification, manual, code or imtmction (whether or
not spex:/fically iacorporated by referertce in thc
Contract Docmments); or
2. the provisions of any such Laws or Regulations
applicable to thc perforrrmnce of/he Work (unless
such an interpretation of /he provisions of the
ConWact Documents would result in violation of such
Law or Regulation).
C. No provision of any such s~mdard, specification,
mallltal, C,~:I¢ or in_s/illc/iort shah be. effective tO change
the duties and responsi'b/lit/es of OWNF2,,
DI~SIGI4./BUILDIiilt. or *ny of thdr subooa~ractom,
/he Om/tact Doanmm/s, nor ~ it be etT~x~iw ia
a.qs/gn lo OWNI~ *ny duly or ~uthodty to l~Pa~4se °r
direct/he fitralst~g or paformance of/he Wod< or *ny
duty or *n/hodty to tmdet/zke rcsponslbility/ncons/s~cnt
wi~h ~ provlslous of paragraph 8.02 or *ny other
provision of the Con/mc/Doctunents.
3.03 ~met~ding and Supplementing Contract
A. The Contract Doenments may be mended to
provide for additions, deletions md revisionS ia the
Work or ~o nmdify the ~erms and conditionS thereof in
one or more o£th¢ following ways:
1. OWNER's approval of rcquircd SubmJtLals
(pursuant to paragraph 6,16.B);
2. A Work Change Dkcclivc;
3. A Change Order;
formal Written Amendment; or
5. A Field Order.
$. 04 Reuse of Docuraents
A. All doeamen~s including Drawings and
Specifica6ons prepared or ~h~ by
D~~ p~u~t 1o ~ A~t are
~ ~f ~ ~ ~ of ~e Proj~ ~d
D~I~~ s~ll rc~ ~ o~c~ ~d
p~ ~ ~e~ wbe~
~Iat~. O~ ~Y ~e and r4~ ~pi~ for
~o~ffon ~d refer~ ~ ~on wi& ~e ~e and
~ncy of ~e Pro3~t by O~ and o~;
howev~, s6ch d~ea~ are not ~tend~ or reprinted
~o ~ su{~ble for rede by O~R or o&~ on
~io~ of &c Proj~ or
D~I~~ for &~
~ ~ ~ ~ua~g a~o~ f~ ~ out
ARTICLE ,/--AVAILABILITY OF LANDS;
DIFFERING SITE CONDITIONS; REFERENCE
POINTS; ILiZARDOUS CONDITIONS
4.01 Availability of Lands
A. oWNER shall furnish, as /ndicated
Contract Documents, the lands upon which thc
Construction is to be performed, rights-of-way and
casementS for access thereto, and such ofl~cr lands which
arc designated for thc use of D -ESIGN~UILDER-
B. Upon reasonable written request, OWNER shall
furnish DESIGN/BL,qLDER with a correct s~tement of
record legal tide and legal description of the lands upon
which the Construction La to be performed and OWNER's
interest therein as necessacy for giving notice of or filing
a mechanic's hen against such lands in accordance with
applicable Laws and Regulations. OVFNEK shall
identify any encumbc~nces or resections not of general
application but speeilically related to usc of lands so
fumish,~d with which DESIOIq/13UILDEK will have
comply in performing the Work. EasementS for
permanent sa-uctttres or pcrmzuent changes iu cxLq:ing
facilities will be obtained and paid for by OWNEIL
unless othcvwls¢ provided inthc CohO'act Documents. If
DESIGiNUBUILDEP- and OWNER arc enable to agree on
entitlement to or the amount or extent of any adjustments
in thc Contract Pric~ or the Contract Times as a result of
any delay in OWNER's furnishing these lands, r/ghts--of-
way or ease, merits, DESIGNA3UYLDEK may make a
claim therefor as provided in Art/de 9.
C. DESIGIqA3UILDEtk shall provide for all
additional lands Md access lfiercto that may be rcqukcd
for iempoim~ constractiou facilities or ~totage of
mate~4ais ~nd cqulpracaC
4.02 D~eting Site Cotuti~ions
A. D.E.qIGN/BUILDER shall pro.fly, ~ ~forc
· e ~n~6o~ ~ ~ give a ~ nofi~ Io
O~ of (0 ~b~ or ht~t ph~i~ ~n~fio~ at
B. O~K ~I ~v~figate ~ site ~ndifio~
7
promptly aflcc receiving the notice. I£ thc coodi6ons do
materially so differ and cause an increase or decrease in
thc DESIGN/BUILDER% cost of, or the time rcquked
for, performing any pan of the Work, whether or not
dtangcd as a result o£ tl~c conditions, an equitable
adjus~,nent shall be made under dias clause and the
Contract price or Timci modified in vaiting by Change
Order in accordance with Article 9.
C. Ho request by DF~IGN/BUILDER for an
equilablc adjustment under paragraph 4.02 shall be
allowod tmle.~ DESIGN/BUILDER has given the written
notice required~ provided that the lime prescn~oed in
9.02.A. for giving wrltien notice may be extended by
oWNER.
4.03 Reference Point~
A. DESIGN/BUILDER shall be responsible for
hying out the conslrocdon and shall protect and prcierve
the referenc~ point~ esiablished by OWNER pursuant to
parag~ph 8.01.A.6.¢ and shall make no changes or
relocations without the prior vai~en approvaJ of
OV, q',IER- DE.SIGN/BUILDER shall rcpoa to OWNER
wbe,nevcr :any t¢£erence point or propexty monument is
~ or de~oyed or rcqukes relocation becattse of
mkx:~ry ctn~es in grad~ or locations, ~md shall I~
~I¢ for ~ accurate rcplaoe, m~mt or rdoc~tion of
~ ~:tcrmo~ points or pmpm'y momtm~t~ by
prof~iouaIIy cf,~l~ed
4.04 Hazardous Conditfottx
/~ OWI, II~ ~ b~ respondble for any Hazardous
~n~oa ~t~ ~t ~c SRo ~ ~ mot
~ of ~ Wo~ O~ ~h.ll not ~ r~l~ for
~t~ ~ a ~do~ ~a~floa brought to ~e
or ~n~ cN~ for ~om D~I~ER N
B. DESIGN/BUILDER ~md any affected
Subcontractor shall immediately ti) stop all Constmctlon
in conneCtion with such Hazardons Condition and in any
area affected thereby (except in an cmcrgcncy as required
by paragraph 6.15}, and (ii) notify OWNER (and
thereafter confim~ such notice in writing}. OWNER shall
promptly determine thc ncccssity of retaining a qualified
expert to evaluate such ltazardous Condition or take
corrcofivc action, if any. DESIGN/BUILDER shah not
be requked to relume Comtruction in connection wid~
such ftmrdons Condition or in any such affected area
until after OWNER has obtained any requkcd l~rmits
related thereto and delivered to DESIGiWBUILDER
special written notice ti) specifying that such Hazardous
Condition and any affected area is or has been rendered
safe for thc resumption of Construction, or (ii] specifying
any special conditions under which such construction
may be resumed safely. If OWNER *:nd
DESIGN/BUILDER cannot agree as to entitlement to or
tim amount or extent of an adjustment, if any, in ConUact
price or Contract Times as a result ofsoch Construction
stoppage or such special conditions under which
Construction is agreed by DESIGN/BUILDER to be
resumed, either parry may make a claim therefor as
provided in Art/tlc 9.
C. If after receipt of such special written notice
DESIGN.,'BUIJ~ER docs not agree to rcim¢
Construction based on a reasonable belief it is unsafe, or
docs not agree to resume such Corrstmction under such
spec~ conditions, then oWNER may order such portion
of the Work '&at is rcIated to such H. azardous condldon
or in tach ~ff'cctot mca id be deleted from the Work, If
OWRER ~md DI~IGN. tBUILDEK cannot ~gree as to
~mtitlc~r~mt to or ~ amount or extent of~m*d.~tstmenq ff
any,/n Con/rac~ Pt/ee or contract ~ as a result of
deleting such portoa of the Work, ~ cipher pat~ may
make a claim therefor as provided in Art/do 9. OWNER
may have such deleted portion of the Work performed by
OWNF. R% own forces or others in aocorChnee w/th
Art/cio 7.
D. To the fullcit extent pe. ardtted by Laws *nd
Keguhtions, oWNEK shall indemnify and hold fm'mlcis
DE~IGN/BUILDEI~ Subcontractors, Suppli~,
Et~{necr~ and thc o~cec% dkcctors, employes, agent~,
other consul~mts and subcontr~c~or~ of ~ach and any of
them from and against all claims, cost% losses ~nd
damages (including but not lin~ted to aH £ccs and chargus
of engineers, :architects~ attomcy~ and otter profussionals
:and :all courl or arbiL~ation or other dispute rusolution
cosu) arising out of or resulting from such. Hazardous
Goodkion, provided that ti) an3' such claim, cost, loss or
damage is :atwibuUblc to Ix,'dil¥ injury, sickness, disease
or dead~, or to injury to or dcstroctiun of tang~l¢
property (other fi'un completed ConsU'uction Service.s),
including the loss of u~c resulting therefrom, and (ii)
nothing in this paragraph ~!.O~.D shall obligate OWNER
to indemnify any individual or entity from amd against
the con_w, quencus of flint individual's or entity's own
negligenCe or willful misconduct.
E. The provlsion~ of parag-aph ~1.02 are not
intended to apply to materials uncovered or revealed at
tho Site which are or could be :a Hazardous Condition
when such materials are identified in the SuppIementary
Conditions.
ARTICLE 5-BOND, S AND INSURANCE
5.0I petfotvnance, payment and Other Bonds
A. DESIGN'r!3UILDER shall £umisb performance
and payment Bonds. each in an amount at least equal to
thc Contract PdCe as security for thc faithful peffonnance
:and payment of all DESIGN/BUILDER'S obligations to
furnish, provide and pay for Construction and related
materials under the Con~ract Documents. The~e Bonds
shall remain in effect at least until one year :after thc date
when f'mal payment bec~me~ due,, except ~s provided
othe, avlse by L~v~ or Regulations or by the ConUact
Docunmata. DESIGN/BUILDER shall also furnish such
other Bonds ns are required by the Supplementary
Conditions. All Bonds .~-~all be in the form pre,ch'bed by
the Con~xac~ Documents except za provided otherwise by
Laws or Regulations, and shall be executed by such
surctieg as' are named in the au-rent list of ~Compamies
Llolding ~eates of Authority ~ Acceptable Sureties
on Federal Bonds and as Acceptable Rcinstuing
Companies~ as published in Circular 570 (amende41,) by
the Audit Staff, Bureau of Government Financial
Operatlons~ U~. Treasury DeparUnent All Bonds
signed by au agent must be gccompamied by a ceahqed
copy o£such agenez authority to act.
B. If lhe sure9' on ~m¥ Bond fumlsh~ by
DESIG'lqaUILDEK is &cia'ed a baulaupt or become~
~m~olwm~ or ~ r~ ~o ~o ~tt.~in~ is ~ed irt ~ny
~utt~ ~ ~y p~ of ~ PmSec~ is Ioe~ted or i~ ceases
~o me~ ~e t, oquk~tt~ of pantgraph 5.01.&
sub~tute ~.uoth~r Bond an~ rure~ mex~tg the
r~xtuk~nents ofparagrapI~ $.0I.A and 5.09.
5.02 DESIGN/BUFLDBR~ Liability Insurance
A. DESIGN/BUILDER shall purchase and maintain
such Comprehensive or Commercial Genecal Liability
(~ubject to c~tomary exclusions in re..ct of
professional liability), Automobile Liability and Worker's
Compensation immmnce ~s is appropriate for the Work
being performed and furnished and as will provide
9
proicci/on from claims sci fo~ below Which may arise
ou( of or rasul( from DESIGN/BUILDER's performance
and furnishing of thc Work and DESIGN/BUILDER's
othar obligations under thc Con.aa Documents, whether
it is to be performed or furnished by
DESIGN/BUILDF---~ any Subcontractor or Supplier, or
by anyone directly or indkectly employed by any of
them to pewform or furnish any of the Work, or by
anyone for whose acts any of them may be liable:
I. Claims under workers' compensation, disability
benefits and o~cr similar employee benefit acts;
2. Claims for damag~ because of bodily injury,
occupational sickness or disease, or death of
DESIGH~UILDER's employees;
3. Claims for damages because of bodily injury,
sickne~ or diseaxe~ or death of any person other than
DESIGN, tBUII.~ER% employees;
4. CLaims for damages insm-ed by customary
personal injury l/ability coverage wkich are sustained
ti) by arty person as a result of an offense directly or
indkex~ty rehted to the employment of such pepxon
by DESIGN/B~EP.. or (fl") by any other person
for any other reazorg
5. O~i~-~ for 4. muge~ othe~ ~ha. to the Work
itself, beeatt~e of
6. Clakm for damages became of bodily injury or
death of fay person or property damage arising out of
the ownership, maintenance or use of any motor
vehiele~
B. The Ix)licies of insurance requked by pm'agr~ph
5.02.A r, hall:
I. With respeot to insurance required by paragraphs
5.02.A3 through 5.02.A.6 inclnsive, include as
additional insurexls OWNER and OWNER's
Consultants and any other persons or entities
indicated in thc Supplementary Conditions, all of
w[mm shall be listed as additional insureds, and
include coverage for the respective officers and
cmployccs of ali such additional/nsurcds;
2. Include at least thc specific coverages and bc
whiten for not less dian fine [tm/ts of liability
provided in rite Supplementary Conditions or
required by L~ws or Regulations, whichever is
greater;
3. Include completed operations insurance;
4. Include con[r-actual liability insurance covering
DESIGN/BUFLDER% indemnity obligations under
paragraph~ 6.06, 6.10 and 6.19;
5. Contain a provision or endorsemeni that the
coverage afforded will not be cancelled, materially
changed or renewal refused until at least 30 days
prior written notice has been given to OWNER and
each other additional insttred indicated in thc
Supplementary Conditions to whom n certificate of
insurance has been issued (and the certificates of
insurance fiumished by thc DESIGN/BUll.DER
p~ant to paragraph 5.09.B will so provide);
6. ~ in effect at le~ until f~,,l payment and
at all times thereafter when DESIGN/BUILDI~K may
be ~n-ecfi~, removing or replacing defec~ve
Com-miciina /n accordan~ wlth lm'agr~hx 12.06
~md IZ07; and
7. With respea m completed operatiotm iasuranco,
and any other immm~ce coverage wrRten on a
claims-made basis, ,emain in effect for at lea.-q two
year~ after final payment (and DESIGN/BUILDER
~hall fumlsh OWNER ~ad each other additional
inmred indicated ia the 8upplemeatat7 Condifiom to
whom a cextifieate of immrance lms ~ ismed
evidence zatixfat~ory ~o OWNER ~ttd any ~xtch
additional inmred of continuation of such iasttmnce
at £maI payment *nd one year thereafter).
5.03 O~ER~s Liabil#Y£n~urance
10
provided by D~ZGN~U~R u.&r paragraph 5.02,
O~ a~ O~ER's option, n~y purchase and
ma~M a~ O~ER's ex.nsc O~ER's o~ Iiabilily
~urance as will pro,eot O~ER aga~s~ cla~ which
~y ~c from o~rations ~der thc ~n~cl
$.04 Property lnxurance
A. Unless o~hervdse provided ha d~e Supplerncn~ry
Coaditlons, DESIGN B~ s~ll p~ ~d
(~bj~ id ~ d~u~le a~ as ~y ~ provided
~ ~e ~pl~ ~ndifio~ or ~u~ by ~ws
~d Re~o~). ~ ~u~
I. ~dude ~e ~ter~ of 0~
D~IG~ Su~n~cio~, ~d any o~er
~o~ or enfifi~ ~di~iM ~ ae Supplemen~
~ndifio~, ~d~ of whom k dcemM to have an
~ble ~l~t and shall ~ list~ as ~ ~M or
3. Include exlm~es incurred ha the repair or
rephceanent of ~xty insured pmpe.~ (including but
not limited to fees tnd chmges of engineers and
~rchiteots);
4. Cover mater/als and cquipmcnl stored at thc Silo
or at anoflmr location Ihat was agreed to ha writing by
oWNER pr/or 1o being incorl~ratcd ha thc
Construction, provided that sudt mater/als and
equipment have been included in an Applicalion for
Payment approved by oWNER;
5. Be mainlahaed La effect until final payment is
made unless otherwise agreed to ha writing by
oWNER and DESIGN/BUILDER with thirty days
written notice to ~ach other additional insured to
whom a certificate ofinsmance has been issued; and
6. Allow partial utilization in accordance with
paragraph 5.08.
B. DESIGN/BUILDER shelf purcl:ase and
maintain such boiler *nd machinery insurance or
additional property insurance as may ix: requked by the
Supplemerd~y Conditio~ or Laws and Regulations
wb./ch w~J include the haterest~ of OWNER.
DESIGN/BUILDER~ Subcontractors, and any other
individuals or entities indicated in the $upplementary
Conditions, each of whom is deemed to have an
knsurable interest and shall be lis(ed as an insured or
additional insured.
C. ~ the policies oflnsumnse (md the
or odmr e~q. dence lhea:o0 requk~ to be purchased and
~alntalned by DI~IGRtBLrtLDI~ in accordance with
paragraph $.04 will eon~ a predslon or
that ~ae coverage ,ffor&d vail not be eaaodlecI or
materially dmaged or reuewd refused tuatil at ~ 30
daTff prior wri~e~ ~oti~e has been given to OWlq~
to eadt ofl~: addifioml ~ to whom a certificate of
im'unmce has been iasmed and will contaln x~alver
pmvldonS in $ocordance with paragraph 5.05.A.
D. OWHER shall not be responsible for purch~ing
and maintaining any properly iumranee to protect the
intere~,s of DESION/BUILDEIL 8ubeontraotors,
$upplierr,, F_mgineea* or other~ ha the Work to the extent
of any deductible ~xtounts that ~re identified in the
Supplementary Conditions- The risk of loss within
identified deduotible grnoant, will be borne by
1!
DEStGN/BU1LDF_A~., Subcontractor or others suffering
any such loss and if any of them wishes pro~y
~surancc coverage widdn fl;c I~ of $~ch amount,
~ch may purchase and ma~in it at d~c p~rd~aser'5 own
ex~usc.
3.05 Waiver of Rights
A- OWlxrEK and DESIGN/BUILDER intend that all
policies purchased ha aecord~nce wi& paragraph 5.04
will protect oWHEI~ DESIGN/BUIJJDER, Engineers,
Subconiraclor% and all other individuals or entities
indieated in *he Supplementary C~nditions m be listed as
imur~ or additional ~ in such policies amd vdll
provide prlma~ coverage for ail l~es amd damages
eaused by *ho perils or causes of loss covered thereby.
Ail such policies shall contain pmvLsious to the effect
*hat in the event of payment of any loss or damage
insurers will have no rights of recovery against any of the
insurex:Is or additional insurers thereunder. OWNER and
DESIGN/BUILI~ER waive all rights againsl each other
amd *heir respective officers, directors, employees and
agents for all losses and damages caused by, arising out
of or remlting from amy of the per/Is or causes of loss
covered by such policies amd any other property
inmranc~ ~plieable to the Wodq amd, in addition, waive
ex~end Zo ~ rig~s east any paten tmld~g such waiver
may have to ~ proogds of iasmatm¢ held by OWNER
ss irt~e¢ or otherwise payable under any polie7
ismexL Ir, addition, OWNI~ waives ~I1 ri4lhts against
DBSlGN/BUILDI~ ~.tbeonme~or$, ~ and
Suppllom and *he offioer~ dkector~ em~loye~ *nd
agen~ of any of *hem for la~kte~ interruption, loss of
~ of OV~ property and any oth~:
damage~ ea~ed by, ar~k~g oat of or re~dfing from any
o£ such immed ~ or eam;e~ of loss or any o-her peril
or eatm¢ of loss wbether or not ~mured.
5.06 Receipt attd Application of Proceeds
A. Any insured loss under fl,c policies of insurance
required by paragraph 5.04 will bc adjusted with
OWNER and made payable to OWNER as fiduciary for
the insureXLs, as their interests may appear, subject to Otc
requirements of any appliCable morlgage clause and of
paragraph 5.06.B. oWNER shall deposit in a separate
account any money so received, and shall disWi~oute it/n
accordance with such agreement as thc parfi~ in interest
may reach. If no other special agreement is reached
damaged Work shall be repaired or replaced, the moneys
ad received applied on account thereof amd the Work and
thc co~t *hereof cove. xed by an appropriate Change Order
or Writlen Air~ndment
B. oWNER as fiduciary shall have power to adjust
and settle any loss with the insurers unless one of the
parties in interest shall objeci in writing within lifteen
days after the occtwrence of loss to OWNEK% exerolse of
thls power: If such objection be made, OWNER as
fiduciaD' shall make settlement with the insurers in
accordance with such agreement as the parties in interest
may reaoh. If no such agreement among the parties Lu
httercsf is reached, OWNER as fiduciary shah adjust amd
settle [he loss with *he insurers and` ff rcquked in writing
by any party in interest~ OWNER ~s fiduciaT shall give
bond for*he proper performance of such duties.
12
5.07 Accep(ance of Bonds and lnsura.ce: Oto(ion to
Replace
A. If either pza~y has any objection to Cl~c coverage
afforded by or ocher provisions of thc Bond~ or ~urance
rcquk~ to ~ p~chascd and ~ed by thc o~cr
pa~ ~ a~r~ ~th ~cl¢ 5 on ~c b~is of thc~
no~ ~mpl~g ~ fl~e ~n~c~ D~, thc
obj~g P~ s~ll so no6~ ~e other pa~
evld~ r~u~t~) r~u~ by pa~ph 2.~.B.
O~ ~d D~IG~~ shall ~ provide
~ of ~c Wo~ or ofsu~ fanuc to ~ p~or to
~y ~c ~ ~c ~u~ ~v~gc. Wi~out prcjudi~
~o ~y o~ fight or r~y, ~z o~er pa~ ~y
ob~ equivalent Bon~ or ~nce to prot~ sud~
o~ ~s ~ter~ at thc cxpc~c of ~e p~ who was
~p~ to pro~de such ~vc~gc, ~d a ~gc Order
5.08 parllal Utiliza~ion-ProperOf Insurance
5.09 Licensed Sureties and Insurers: Certificates of
A. All Bonds and insurance required by the Contracl
Documents to be purchased ~nd maintained .by OWNER
or DBSIGN/BUILDER shall be obtained from surety ot
insuranco companies that are duly licensed or authorized
in thc jufisd/c.,lion in wtfich the Project is located to issue
Bonds or insurance policies for the Ikmits and coverages
so required. Such surety and insuranCe companies shah
also meet such additional requirements and qualifications
as may be provided in the Supplementary Conditions.
B. DESIGN/BUILDER shall deliver to OWNEP~
with copies to each additioml insured indicaled [n the
Supplexaentary Conditions. certific*te~ of insurance (and
other evidence of insuranCe requested by OWNER or any
other additional insured) which DESIGN/BUILDER is
required ~o purchase and maintain in accordance '~s4th
paragraph 5.02~-. OWNER shall deliver to
DESIGlq/BUU~EI/. with copies to each additional
insured indicated in the Supplementary Conditions,
certificates of insuranCe (and other evidence of insuranCe
requested by DESIGI',UBUII-DER or any other additional
insured) which oWNER is required to purchase and
raxintaln in accordanCe with pmgraphs 5.04.A and
5.0435.
A.KTICLE 6 -- DES[GN/BUU~ER'8
13
I. Consult with OWNER to understand OWNER's
requircmcn~ for thc Projccg and review available
2. ^dvisc oWNER as Io Ibc necessity
oWNER's providing or obtaining from others
additional report, data or services of the Wpes
provided in paragraph 8.01.A.6.a-£ and assist
OWNER in obtaining such repoas, d~, or services.
3. Identify and analyze requirements of
§ovcrnmen~l atghorities having jmSsdiet{on to
app*-ovc the portions of ~he Proje~ designed or
,tx:~Sed by DESIG~/BLELDER with whom
consultation is to be undertaken in cormection with
the Project
4. Obtain such additional geotechnical and related
informa~ion which it deems necessary for
l~fformance of the Work.
5. On the basis of the Conceptual Documents and
DESIGN/BULLDER's Proposal, prepare preliminary
design documents cortsis~Sng of f-mai design criteria.
pr~ &awings, outline zpeciflcations, mad
written de.~aiptions of the Project
6. Furnish {he preli~ de,gu docttmenN to and
iu ~z~ ~d~l~les d~'b~d i~ paragraph
OWIqliK o£ fac pveli_mlna~ design phase
DESIGN/BUILDEI~. shall:
1. On the basis o£ the accepted Prcllm~rat3' De-sign
phs~ d~ prepare/kml Drawings showing
the scot~ cxtca(, and cku~cict of flat Cons~uc~io~ to
be pcfform~ and furnished by DI~IO-'N/B~ER
and SpecificationZ (which will b~ prcp,~e~ whexc
appropriate, in gea-m-a! conformance with thc sixteen
division format of the construction Spccificatiom
lnstitmc).
2. Provide technical criteria, written descriptions
and design data required for obaining approvals of
such govcmmen~l authorities as have jurisdiclion
review or approve die final design o£the Projcck and
assist oW'N'ER in consultations with appropriate
authorities.
3. Fttmish the above documents, Drawings and
Specifications to and review them with OWNER
within the 6m¢ indicated in thc schedules described
in p~agraphS 2.04.A and 2.06.A.
D. Operational phase: During die Operational
Phase, DF. SIGN/BUff-DER shall:
1. Provide ,ssismnc. c in cormeclinn with the sma-up,
~esting, refining ~.nd adjusiing of any equipmen~ or
sys(¢m.
2. Assist OWNER in waining staff to operate and
maintain thc ProjeCt.
3. Assist oWNER in developing systems and
procedures for conU-oI of the 6peration and
maintenance of and record keeping for thc ProjeCt.
6.02 SuRervi~ion and SupeHnte~dence of Construed'on
A. DE$IO--'N/BDU-DEi~ gzall zupea, ise, ~ and
direct lh~ Con.strucilon eomt~eatlY and eltklenily,
deeo~g ~ch s~te~ioa ~m~e~o ~l ~plylng ~eh r, killz
s~l e. xpe~ ~ may be ~ lo
Doemmen~:. DI~IO'N/BUILDER shall b~ solely
tcspot~ol¢ for ~¢ mea~ me&o~,
~quenecs and proCCdtm~ employed for ~e proViSion of
Cons~c(ion. DBSlO-'NJEtUII~ER shall be
aeenrately with {he Oeneaet Docannene; and ,hall keep
oWNER advised as to the quali~ and progre~ of {he
Conatmetion.
B. DE~IGN/BUILDER shall keep on the Site at all
times dtuing eon.xU-aciion a compeXent wsident
superintendent, who shall not be replaced without valtten
notie¢ to oWNER exoept trader cxWaordinary
14
circon~,nccs. The superintcndcnt will bc
DRSIGN/BUILDER's represenlative at thc Site and shall
have authority to act on behalf of DESIGN/BUILDER.
All communications to thc superintendent shall be as
bind/ng as if given m DESIGN/BUILDER.
6.03 Labor. Materials and Y~uipntent
A. DESIGNfBUILDER shall provide competent,
suitably qualiiied personnel io survey and lay oul thc
Cous~mcfioa aad pe~onu CousUuctiun as requked by
the Con(tact Documents. DESIGN/BUILDER shall at all
~raes maintain good discipline and order at the $ile.
~c~pi as otherv~ requked for ~e safety or protection
o£ porous or thc Work or propcrty ai thc Site or adjacent
thereto, and except as othexwise indicated in the Contract
Documents, all Con_m'uction at the Site shall be
performed during regular working hours, and
DESIGIWBLR'LDER will not permit over&ne work or
thc performance of Consiructiun on Saturday, Sunday or
may legal holiday without OWNER's written consent,
which will not be ~onably wiOuS¢ld.
B. Unless otherwise specified in thc Contract
Docam~en~ DESIONJBLIlL~EK shall furnish or cause
to be fumi~ed and assume full req3ousib~ty for
ma~'iak% eqnlpme~q labor, tran~ottatlon, com~tructlou
~omple{iou of ~b.e Wodc DESIOlqIBUII~ER, i~ the
presence o £ OWlqi~s pev3o ariel, ws31 dinx~ ~ffa¢ checkout
ofufilltles and operations o£s'y~ems and equipment. '
C. Ail materials and equipment incorporated into lite
Work ,ball be of good qu~llty aad new, except as
vraxrantles and gmxran(ec~ ~q:~.ifically called for by the
Contract Documen/s shad expressly nm to the benefit of
O~hqq'l~L Ifrequked by 0'6qqEP~ DF_~qIGN~UIiDEP,-
shall fu~h ~faciory evldeace (including mpom of
required le.~a) as to the kind and quality ct'materials and
exlnlpmeut. All materlal~ and equipment ihall be applied,
Ln~alled, counecled, erected, ~ed, clotmed and
conditioned in accordance w/th insCr0cfions of Ute
applicable Supplier, except as otherwise provided in thc
Conlract Documents.
6.04 Progrexs Schedule
A. DF. SIGN/BUILDER shall adhere to Utc progress
schedule established in accordance with paragraph
2.06.A as it may be adjusted from time to time.
1. DESIGN/BUILDER shall submit Io OWNF~ for
acceptance proposed adjusmaen~s in the progress
schez:lule that will no( change thc Contracl Times (or
IviilesioneS). Such adjustments will conform
generally to the progress schedule then in effect.
2. Proposed adjus(raen~ in the progres~ schedule
that will change the Con,a-act TLmes (or IX~flesiones)
shall be submitled in accordance with the
requirements of Article l 1. Such adjustments may
only b~ made by a Change Order or Written
Amendment.
6.05 Concerning Subcontractors, Suppliers and Others
A. DESIGN/BLrI2LDER shall not employ any
subcou~raetor, Euglneer, Supplier or other inth'vidual or
entity agalmq whom OWIqF..R u~y have rea~uable
objoe~iom DI~8IO1,VBUILDEP,- shall not be required to
employ ~uy Sulx~u~rae~or, Faxgineer0 Suppller or other
iadlviduaI or ca'dry to fumlsh or perform *ny of the
Work against vffaom DESION/BUILDER {~s re, sortable
objection.
B. DESIO2q/BUII~ER shall be fully responS~l¢ to
O~ for all ae~ and omL.~sions of the SubCOntractors,
Engineers, Suppliees aud other iMivid~ or cavities
perfov-{-g or furnishing auy of ~ Work under a direct
or indlreei enuCraei wiflt DESIGlq~UII.DEIL blo~g
in the Cou~raci Dooumenis shall c~cate for the bea~li~ of
any such Subcontntctor, F_~ineer, Supplier or other
individual or en~ity any conUaelual ~ela~onship bea~te~n
OWNER and any such 8ubeoniraelor, Engineer, Supplicr
or other individual or entry, nor shall R crea~e any
obligation on the pm of oWNER ~o pay or m see to the
15
payment o£ any moneys duc any such Subeontraclor,
-Engineer, Supplier or other individual or cntity except as
way otherwise be requked by Laws and Regulalions.
C. DESIGN/13UILDER shall be solely responsible
for scheduling and coordinating Subcontractors,
Engincer~, Supplic~ and other individual~ and entities
performing or furnishing any of the Work under a direct
or indkect con~:ract with DESIGN/BUILDER.
DESIGN/BUILDER shall require all Subconmmtors,
Engineer& Supplier~ and such other individuals and
entities perfotmlng or fi.maishing any of the Work to
communicate with the oWNER through
DESIGN/BUILDER.
D. All services performed oi provided to and
mater/al and equipment supplied to DESIGN/BUILDER
by a Subcontractor or Supplier will be pm-v. tant Io an
appropriate Design Subagreement or Coustruction
Snbagreement belween DESIGNAaI3ILDER and the
Subcontractor, Engineer or Supplier which specifically
binds the Subcontractor, Engineer or Supplier to the
applicable terms and conditions of the Contract
Docairaents for the benefit of OWNER. Whenever any
such agreement is wi/ii a Subcontractor, Engineer or
:Supplier who ls listed as an additiorhxl insured on the
property imuranee provided in paxagr~.-ph $.04.A or
5.04.B, ~ae ~greement Ixiwee~ the DESIGN/BUILDER
provislom ~eby the Subcontractor, ~ or
DBSIGN~UILDER, OWNt~'s Comalmlts ~xl all
othe~ l[ddifiomal inmreds for ali lo~mes ad ~m~ages
cauled by arty of the per~ or cau~ of loss covet'ed by
~ucla policies mad any oth~ propeliy immrance applicable
m the Work. If the [nm.m~ on any vach policies require
r~arate w'~ver fonm to be signed by any Subcontractor,
Engineer or Supplier, DESIGN/BLrff~ER wi/Il obtain
6.06 Patent Fee* and Royalties
A. DESIGIW'BUILDER shall pay all licen.~ fees and
royalties and ~sumc all costs incident to thc usc in thc
performance of the Work or the incorporation in the
Work of any invention, design, process, product or
device which is the subjea of patent rights or copyrights
bold by othcn~. Ifa particular invention, design, process,
product or device is specified in thc ConceptuM
Documents for usc in the performance of the
Construction and if to the actual knowledge of OWNER
its use is subject to patent fights or copyrights calling for
the payment of any license fee or royalty lo others, the
existence of such rights shall be disclosed by OWNER in
the Conceptual Documents. To the fullest extent
pta~t~&l by Laws and Regulations,
DESIGN/BUILDER shall indenmify and hold harmless
OWNER~ from and agalusi all clain~, costs, loss~ and
damages (including but not limited to all £ees arid charges
of cugineerx, arcldtec~ attorneys and other professionals
and all corot or ~bitralion or o~ber dispute ~rer~olu~ion
costs) arising out of or resulting from any infringement
of patent rights or copyrigt}ts incident to the u~c in the
perform~ce of the Work or resulting from the
incerpora0."on in the Work of any inventio~ design,
process, product or device nol specified in the
Conceptual Documents.
6.07 permits
A. Unless otherwise provided in the Contract
Documents, DESIG24fBUILDER shall directly or
through one or more i~.tbeontractors ob~ and' pay for
gov,-mme~., charges and im-peefion fee~ nece~,ry for
the proseetaion of~ Constme~on, which are ,pplicabl
on the last day for receipt of Proposals.
DESIG2q/BIJII-DEI1. shall pay ~ll charges of utility
owne~ for connections to the Work, ~nd OW~-~R shall
pay sll charges of ~uch utility owners for capital costs
related theseto.
~.08 Law:r and Regulations
A. DESIGN/BUILDER shall give all notices and
comply with all Laws lind Rcguhtions of thc place of the
Project which are applicable to furnishing and
performance of the Work. Except where otherwise
t6
c×pressly required by applicable Laws and Regulations.
OW~qER shall not be respousiblc for monilo~g
D~IGN~EWs compliance with any ~ws or
Re~htions-
B. If D~IGN~UILDER peffo~ any Work
~ow~g or ~vhg r~on ~o ~ow ~t i~ ~ ~nUa~ to
~ or Regulation, D~IGN~UILDER shall ~r all
~ ads~g ~ere~om.
C. ~g~ ~ ~ws ~d Regula6o~ no( ~o~ or
f~ble on &e ~te of r~ipt of Pro.saN ~vNg un
~ on ~e ~ or ~ of ~ffo~n~ ~y ~ ~e
6.09 Taxes
A. DESIGN/BUILDER shall pay all sales,
consumer, ttse, gross receipts and other similar taxes
required to be paid by DESIGN/BUILDER in
accordance with the Laws and Regulations of the place
of the Project which are applicable during the
performance of the Work.
6.10 Use of Site and Other Areas
A~ DESIGN/BUll.DER shall corff'me consmicaion
~ lhe storage of material~ and equipment md
Ihe opera6onq of eons/motion workers to lho~e Iand~ and
~e~: perm/~d by/he OWNE~ and oflxer Ired ami *rens
pa~ittog by Lam and Regulaiiong t4ghts-of-way,
pa-mits lulg ~c~n~ats, ~u/ shah not tmrensoanbly
eitcttmber/he premL~ w/th cons/ruction equipment or
other mate. rhls or equipment. DESIGI,VBLIILDER shall
,_qsume full respons~/lity for any damage to any such
land or .rea, or to the owner or oampant thereof or of
~ny adj~teont hud or ureas, resO~ng from
p<~om~C~ o£ the Co~c~oc~ Should any c~im
made by any such owner or occupant because of
performance of the Construction, DE._qlGN/BUII~ER
shall promptly settle with such other paxiy by negotiation
or otherwise resolve the elakn by *rbih'ation or other
dkqput¢ resolution proceeding or at law.
DESIGN/BUILDER shall, to the fullest extent permits, ed
by Laws and Regulations, indenmify and hold harmless
oWNER, OWNER's Consultanta and anyone d/recfly or
indirectly employed by any of them from and against all
claims, costs, losses and damages (including. but not
lknitcd to, fees of engineers, architccB, attorneys and
other professionals and courl and arbitration or other
dispute resolution costa) arising out of or resulting from
any claim or action, legal or equitable, brought b7 any
such owner or oeextpant against OWNEI~ or any other
paay indemnified hereunder to the extent caused by or
based upon DESIGN/BUILDER% performance of thc
Construction.
B. During the performance of the Cons/ruction,
DESIGN/BUILDER shall keep /be premises free from
accumulations of waste material~, rubb/sh *,nd other
debris resuldng from the Cons/mc/ion. At the
completion of the Cons/ruction DESIGN/BUILDER
shall remove all waste materials, rubbish and debris from
and about the premises as Well za all tools, appliances,
consmmtion equipment, temporary construction and
machin~ and surplus materials. DESIGN/BUILDEI~-
shall leave the Site clean and ready for occupancy by
OWNER at Substantial Completion. '
DESIGN/BUILDER shall restore to original cohditidu all
property not designated for alteration by the Contract
Docments.
C. DESIGIWBUILDEIq. shall not load lxor permit
any paxl of any s/ruc~are to be loaded m any mama'/hi
BUIZ,DER subject any part of ~he Work or adjaeont
property to ~ or pressur~ that will endanger it.
17
6. I I Record Documents
A. DESIGN,BUILDER shall maintain in a safe
place at the Site one record copy of alt Drawings,
Specifications, Addenda, Written ^nmndments, Change
Orders, Field Orders and Work Change Directives, in
good order and annotated to show all changes made
during constru~inn. These record documents together
with all approved Submittals will be available to
oWNER for reference. Upon completion of the Work,
these record documents and Submittals, including a
reproduc~le set of record drawings, will be delivered to
OWNER-
6.!2 Safety and Protection
/k. DESIGN/BLIILDF-P- shall be solely responsible
for inifating, maintaining and supervising ali safety
precautions and programs in connection with the
Constrac.6on. DESIGN/BUILDER shall ~akc all
necessary preCautioo-~ for the safety of, and shall provide
thc necessary protec6nn to prevent damage, injury or loss
to:
1. all ~ns on the Site or who may be affected by
the Con.~,metioa;
~ ,tll Work mad materials ~nd equipment to be
incorporated therein, whe~er in ~orage on or off the
Site;md
3. other property at the Site or adjaeamt thereto,
including tree~, shrubs, lam, ~ pavements,
roadwa3% ~mclure~, utilities ~md tmdergrotmd
facil/ties mot de~iguated for removal, relocation or
replacement in the course of cons~uction.
B. DEBIGN/BI.Vd-I)BR shall comply with
applicable Law* ~ad Regulations of ~tny public body
having jtuis~etion for safety of potions or property or to
prote~ them ~om damage~ injttry or lo~; tnd shall erect
and maintain all nece~try safeguard~ for such safety and
protection- DESIGN/BUILDER. shall notify owne~ of
adjacent property and of underground facilities and
u~ty owners when prosecution of the Work may affect
them, and stzall cooperate with them in the protection,
removal, relocation and r~placemem of thek pm~y.
All da~ge, ~j~ or loss ~o any prope~ ~used,
dkectiy or ~dkectiy, N whole or N pa~ by
D~IGN~UILDE~ any Su~on~actor, Supplier or ~ny
odmr ~dividual or cn~ty dkeclly or ~dkectly employed
, by any or.em m ~ffo~ or ~sh any cftc Work or
anyone for whose acB any of ~em ~y ~ liable, shall
templed by D~IG~ER.
D~IG~'s dufi~ and r~po~ilifi~ for
safe~ ~d for proration of ~e ~cfion ~hall
~n~ue ~61 such ~e as all &e Wo~ ~ ~let~ ~d
a~ble (exit ~ o&e~e expr~sly pmvid~ N
~on wi& Substantial ~mplefion).
6.13 Safety Representative
A. DESIGN/BUILDER shall designate a qualified
and experienced safety representative at the Site whose
duties and responsibilities shall be the prevention of
accidents and the maintaining and supervising of safety
precautions and progran~-
6.14 Hazard Communication Programs
A. DF~IGN/BUILDEK shall be respons~le for
or other b~'nmd eommtmlcatlon informafiott t~:Nired m
be made ~vailable to or exchanged betweox or ~mong
employe~ at the Site in accordance with Law* or
Regulations.
18
&IS £mergencies
A. In emergencies affecting thc sa£cly or protection
of persons or the consWuctina
~dj~nt ~ercm, D~IGH~LDE~ wiamu~ special
~s~c~ion or autho~don from O~ER~ is obligated
{o act (o prevent d~ica~ ~g¢, ~j~ or loss.
D~IGH~ shall give 0~
no6~ if D~IG~ER ~licv~ &al ~y
Si~fi~( ~ng~ ~ thc ~cdon or vadafio~ from
Order ~I ~ ~M Io d~M ~e ~m~um~ of
such action.
6.16 Submittals
A. OWNER will review and approve Submittals in
accordance wi& the schedule of required Submittals
accepted by OWNER as required by paragraph 2.06.A.
O~'s review and approval will be only to determine
ff' the itecns covered by the Submittals will, after
{nsmllation or iacorpocation in thc conmuction~ conform
to the i~ormation given ia the Contract Documents and
be compaa'b!¢ with the design concept of the completed
Project ~ a trimctioulng whole as indicated by thc
Oxma~ Documc~ls. OWlqI~ review and approval
or~ ~fcoas~oa (~ma:pt v&~re a partimhr
me.a~ medao~ ~¢clmlque~ r~uence or procedure of
cons~mc~ola is *f~:~cally and e~arec~Iy called for by
the Contrac~ Docmmmts) or to c~fe.B' precautions or
program~ incideut thezeto. The review and approval of a
,~.tmat¢ item as tach will not indicate approval of the
~ly ia 'which the item fttu~ions.
DESIG~,YYBUILDER shall make corrections rcxtuired by
O~ *nd shall return the zequkcd number of
co~rected copies of the requLmd Submittal for review and
approval. DESIGNFBU[I~ER shall dh-eot apccitic
aUcnfion in writing to revisions o~er than tho corrections
called for by OWNER on previous Submittals.
B. OWNER's review and approval of required
Subrnltlais shall not relieve DESIGN/BUILDER front
rcspons~ility for any variation from the rcquiremcnts of
the Contract Documents unless DESIGN/BUILDER has
in writing oiled oWNER's attention to each such
variation at thc time of submission and OWNER has
given written approval of each such variation by specific
written notation thercof incorporated in or accompanying
the Submittal
C. Where a Submirtal is required by the Con~ract
Documents or thc final schedule of Submittals accepted
by OWNtEK as required by paragraph 2.06.^, any related
Consmtction provided prior to OWNER's review and
approval of the pertlneut Submittal vdll be at the sole
expense and responsibility of DESIGN/BLrlLDER.
6.17 Continuing the Work
A. DESIGIWB~ER shall carry on the Work
and adhere'to thc 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 DESIGN/BUILDER and
oWNER may otherwise agree in writing.
DF. fflGN/BUILDER'$ General Warranty and
Cruarantee. 18 DF_&rGN/BUILDER~s General
Warranty and Guarantee
1. Abuse, modification or improper maintemmco or
opexa~iou by persons other than DESIGN/BUILDER,
$ut:~:onlraetor~ or Suppliers; or
2. Normal wear and tear under normal usage.
B. DESIGN/BLrLLDER's obligation to perform and
complete tho Work in accordance with the Contract
Docm-nentS shall be absolute. None of the following v~.ll
constitute an acceptance of Work that is not tn
19
accordance with thc Contract Documcn~¢ et a release of
DESIGN/BUILDEWs obligation to pcdorm thc Work /n
1. Observations by OWNER;
2. Tbe making of any progress or £ma! payment;
3. The issuance of a certificate of Substantial
Completion;
4. lJsc or occupancy of the Work or any part thereof
by owl, me.;
5. Any acceptance by OWNER or any failure to do
so;
6. Any review and approval ofa Submit~l;
7. Any inspection, test or approval by others; or
g. Any correction of defeclive Construction by
oWNER-
6.19 Indemnification
~, DESIGlq/BUII~EK shall inderanify and hold
lm-mle~s OWI, rE~ OWNER~ offieer~ dizectors,
¢mploye.~ ,goats and coasnlaats fi-om ,nd *galast all
elalm.~ oos~ losses *rd damages ('mcladi*g bat not
~toracya and o~er professionals ~ all coart or
*~oitr~tio n or oth~ dispute resohfion costs) aSsi*g out of
or reciting fi.om the performance of Constmctioth
prodded that any such ehim, cost. loss or damage is
at~xibu~abl¢ to bodily injury, sickness, disease or dcatih or
to [ajur7 m or destruction of tangelo properBr (other ~at
~ Work {ts¢10, including the loss of usc rcsnlO*g
dm-efi.om~ but only to the exteat such claim, cost or
damage Lq caused by any negligca~ act or om~sinn of
DFzSIGN/BUII~ER, any Subconmctor, E~ineer, any
Supplier, any ind/vidual or entity directly or indirectly
employed by any of them to perform or furnish any of
tho Work or anyone for whose acts any of them may be
liable.
B. In any and all claims against OWNER or any of
fitch- respective consultant& agcnLS, officers, directors or
employees by any employee (or the survivor or personal
rcpeescntative of suck employee) of
DESIGN/BUILDER, any Subcona-actor, any Engineer,
any Supplier, any individual or entity directly or
indh-cctly employed by any of them to perform or furnish
any of the Work or anyone for whose acts any of them
may be liable~ the indemnification obligation under
paragraph 6.19.A shalI not be limited in any way by any
limitation on ~he amount or type of damages.
comtxmsation or benefits payable by or for DESIGN-
/BUILDER or any such Subcontractor~ Engineer,
Supplier or other individual or entity under workers'
comfxm~tion ,ets, disability bencfi( acts or other
employee benefit acts.
C. The indemnification obligations of
DESIGN/BUILDER under paragraph 6.19 shall not
extend to the liability of oWNER% Consultants, officers,
directon~, employees or agents arising out of the
preparation or approval of maps, drawings, opinions,
reports, surveys, designs, or specifications.
~TICI~E 7.--OTt~ER CONSWRUCTIO N
7.0I l~dated Conxtruc~ion at Site
A. OWNER may perform other Work related to thc
Project at the Site by OWlql~'s owa forces, or let other
direct contacts therefor or have other work performed by
utility owners. If thc fact ~t such other work Lq to be
performed was not noted in thc Conceptual Docomeats
DESIGlq/BUILDI~ prior m st~fing arty ~tch other
work and (H) DESIGI'I/BUII~ER may make a claim
therefor ss provided in Aracle 9 if DESIGN/BUiI~ER
believes that such pe~ormance will involve add/tioaal
expense to DESIGN/BUILDER or rcqnlres additional
O_me and the pm~dcs are unable to agree as to the amount
or extent thereof.
B. DESIGN/BUILDER shall afford cach other
contractor who is a p*rty to such a direct contracl and
each utility o~mer (and OWNER. if OWNER is
performing the additional work with OWNEP.'s
employeeS) proper and safe access to the Site and
re2sonable opper0anlty for the introduction and storage
of materiaL~ and equyment and the execution of Such
other work and shall properly connect and coordinale the
Con~tmctlon with th¢im Unless othervAse provided in
the Contact Documents, DESIGN/BUILDER shall do
all cutting, fitting and patching of the Work that may be
required to make it~ ~veral p-rtz come together properly
and integ~te with w. tch other worlc DF_~IGN/BUIi~ER
,hall not endanger any work of o~2m~ by catting,
excavating or otherwise altering their work and will only
cue or alter their work with the written cottaent of
OWIxtER and the others who~e work will be affected.
ITne duties and respons~ties of DESIGN/BUILDER
reader d'~ pm'agraph are for the benefit of such utility
ow~er~ and other contractors to the extent that there are
examparable provisions for the benefit of
SIGN/BUILDER in said direct contracts between
oWNF-~ and such utility ovcaers and oL,her contractors.
G I£ tho proper execution or remlB of any pm of
DESIGtq/BIJR~ER's Work depends upon work
ix:fformed or c, ervlce$ provided by other* under this
~rtlele ?, DI~IGIqBLIlLDI~ ~ inxpect ~xtch other
work amd ~apropriate ha..qaxtmet~ of r, exvice and
promptly ~,port ~o OWNER in writing amy delay~,
&.g~ or deficieaci~ ia vaeti o~her work or ra:vdm~ that
render it ~*nama~ble or mmfimbl¢ for the proper
exeetttion amd recalt~ of DESIGNtBLqLDER~ Work.
DESIGN/BUII.DBR'* faiiare m to report will
an aeogp~ o£ tach other work ~¢ fi*- and proper for
iategratloa with DESION/BLrlLDER~ Work except for
la*-ent or nonapp*rent defec~ and deficiencies ia anch
other worlc
7.02 Coordination
A. If OWNF~ con~cts with others for the
performance of other work on the Project at the Site, the
following will be set forth in Supplementary Conditions:
I. Thc individual or entity who will have authority
and reSponsibility for coordination of the activities
among the various prime contractors will be
identified;
2. The specific mailers Io be covered by such
authority and responsibility will be [temized; and
3. The extent of such authority and respotmibiHties
will be provided.
B. Unless otherwise provided in thc Supplementary
Conditiom, oWNER shall have aole authority and
w..qponsibility in respe~ of such coordination.
A~TICLE g-Ox3?NER'S RESPONSIBILITIES
8.01 General
A. OWq'4ER shall do the following in a timely
ffmnner so as not to delay the services of
DESIGN/BUILDER-
1. Designate in writ/rig a person to act as
OW~iER~, Representative with respect to the services
to be re~de~d und~ this Agreement
2, Pmvi& s~d~ ~g~l r~rvi~ ~s OWNF~ may
require with regard to legal i~,'ues pe~_~nlng to the
project including any that may be mi;ed by
DE~I~LIILDEIL
3. If requested in writing by DESiGN/BLrfLDER.
furnish reportable evidence satisfactory *.o
DE~£GsN/BLrlLDEiL that sufficieat funds *re
avatqable and committed for the entire cost of the
ProjecL Unle~ *uch reasonable evidence is
fuminhext. DESIGN/BUILDER is not required
commence or oon0nue any Work, or maY, ff ~ch
evidence is not presented with/n a reasonable time,
stop Work upon t 5 days notice to the Owner-
4. Make payments to DESIGN/BUILDER
21
prompOy when ~cy are duc as provided Ln paragraph
13.04 and 13.09.
5. Furnish lands and casemcn~s as
paragraph 4.01 .A.
6. F~Nh ~o D~IG~LDE~ ~s r~u~ed for
~rfo~an~ of D~IG~ER's Services the
foliowNg, ali of which D~IGN~LDER ~Y use
and rely upon ~ ~ffo~g se~ices under
.Agreement:
a. ~v~om~nml ~s~smcnt and ~pacl
b. Pro~, ~unda~, oscmcn~ ~ght~gway,
to~pNc ~d mili~ ~ys;
c. Pro~
d. ~g, de~ ~nd o~er land use
e. ~gNee~g s~cys ~o cs~b~sh mfcrcn~ pom~
~or d~i~ ~d ~cSon wNch N O~R's
jud~t ~e n~ to c~ble
D~i~ER Io pr~ ~ ~e Wo~;
7. ~vicw sub~ ~bj~ to O~R review
p~t to pm~ph 6.16A.
g. p~de ~omfion ~o~ ~o or ~ ~e
~ss~slon of O~ ~N~ lo ~e pr~ of
~tefiaN ~d zubsm~ a~ ~e site w~ ~uld
cr~e a ~dous
p~c~g ~d ~ ~bili~ ~d pro~
~ ~c set fo~ N P~P~ 5.03.A ~ough
5.04.E.
8.02Scope of OI{rlqERk Safco' and Hazardous
Responsibilities
A. ~c o~ER shall not su~ise, dkcct or have
con=ol or au~odW over, nor be rcs~ible for,
D~IGN~UI~E~s m~nS, mc~, tcctmiqu~,
zcqucnc~ or pr~edur~ of ~ns~CfiOn or the safcW
prc~ufiom and pro~n~ Nciden/ ~ercto, or for ~y
hil~c of D~IG~ to comply ~ ~ and
Rcgulafiom ~ppli~blc to ~e ~g or ~o~cc
of ~e Wo~ O~R ~ll not ~ r~le for
D~iG~~ hil~e m ~o~ or ~h
Wo~ ~ a~r~n~ ~ ~e ~n~Ct ~m~-
B. O~'8 r~m~ili~ N r~t of ~dis-
clos~ As~tos, ~s, pc~ole~ H~do~ W~te or
~dioa~Ve MatmaN ~vered or rev~l~ at ~e Stye
set fo~ N pm~ph 4.~.
8.03 R~id~t Project Repr~enla~on
A. o~R ~Y ~h a R~ident Project
Repr~m~five to obse~c ~e ~ffo~ of
of au~Ofi~ of ~y ~ R~id~t Proj~ R~r~enm~ve
~d ~m ~ ~ ~ pro~d~ N ~e ~pplemen~
9.01 General-Rights and Obligations
A. Without invalidating the Agreement snd without
time to time, order additions, deaet~ons ~t
Work within the general scope of the contntet by
WriRen Amendraenh a Cl:mnge Order, or a Work Clmngc
Dire~ive. Upon receipt of any such document,
DESI[GN/BLIU-.~ER shall promptly proc~..d with the
Work involved which will be performed trader the
applicable provisions of the Contract Documents (except
22
as otherwise specifically provided).
9.02 Notice of Intent to Make Claim
^. If oWNER and DESIGN/BUILDER arc unable
to agree as to the extent, if any, of an adjustment in thc
Contract Price or an adjustment of the Contract Times
that should be allowed as a result of any order of
oWNER pursuant 1o paragraph 9.0I.A or other
occurrence for which the Con"act Documents provide
~t mcr adjustment(s) may be made, a claim may be
made therefor. Written notice of intent to make such a
claim shall be submitted to the other party promptly and
in no event more than 30 days after the start of the
oecttrrenen or event giving rise to the claim.
9.03 Claim Documentation
A. Substantiating documentation shall be submitted
by the claLm~g pan3' within 30 days after delivery of the
notice required by paragraph 9.02.A.
~.04 Decision
A. The other party shall render a decision on the
claim no moro than 30 days after the receipt of the
~bs~atlaOng d~tatlon required by paragraph
~e cla~ng pan~ glve* ~ofiee of inlentlo~ to exeve~ its
fight~ trader
d~fidon ~ud exete[~ tach fight~ ~'~hl~ 30 days of
giving ~ notloe of
9.05 Time Limit ExtenMon
A. The time ~ of paragraphs 9.03.A and 9.04.A
may be extended by mutaal a~t.
9.06 Exceptions
A. DESIGN/BUILDER shall not be entitled to an
increase in the Contract Price or an extension of the
Contract Times with respect to any Work performed that
is not required by the Contract Doenments as amended,
modified and supplemented ~s provided in paragraph
3.03, except in thc case of an emergency as provided in
paragraph 6.15 or in the case of uncovering Construction
as provided in paragraph t2.04.
9.07 ExecuttDa of Change Orders
A. oWNER and DESIGN/BUILDER shall execute
appropriate Change Orders or Wrillen Amendments
covering:
I. changeS in the Work wh/ch are (i) ordered by
OWI'IEK pursuant to paragraph 9.01, (ii) required
because of acceptance of defective Cormtmction
under paragraph 1:2.08 or correcting defective Work
under paragraph 12.09 or (ii0 agreed to by the
pa~eS; and
2. changeS in the Contracl Price or Contract Times
wtfich are agreed to by the parties.
9.08 Notice to Sureties
A. If notice of any change affecting the general
scope of the Work or the provisions of the Conlract
Documents (including, but not limited to, Contract Price
or Con~ract Times) iz requked by the provisions of any
Bond to be giveax to a *xaety, the giving of *my such
notice v,411 be DEsiGN/'BLrlI2)ER's respons~ility, and
the amount of each applicable Bond will be adjusted
~ecordlngly.
ARTICLE IO--CRANGE OF CONTRACT pRICE
10.01 General
A. The Contract price consfitute~ the total com-
pensation (subject to authorized adjttsWaents) payable ~o
DESIGN/BLffLDER for perform/rig the Work.
B. The Cona-act price may only be changed by a
Cl~nge Order or by · Written Amendment. Any claim
for an adjustment in the Contract price shall be b~ed on
written notice delivered by the pant making the claim to
the other party promptly in accordance with paragraph
9.02.A.
C. Thc value of any Work covered by a Changc
Order or of any claim for an adjustmcm in thc Contrac~
price will bc determined as follows:
1. Where the Work involved is covered by unit
prices con/ained in the Contract Documents, by
application of such unR prices 1o thc quantities of the
items involved;
2. Where the. Work involvexl i~ not covered by uni(
pfiees oontainexl in the Contract Docttmenta, by a
motually agreed Immp ~tm (which may include an
allowane~ for overhead and profit not neceasadly in
a~oordan~ with paragraph 10.02) or by mutually
agreed ur~t pfiC~s;
2. V~ncr¢ the Work involved is not covered by unit
prices ~on~ined in thc Contract Documents and
agreement to a lump sum is not reached trader
paragraph 10.01.C.2, on the basis of the Cost of the
Work (determined as provided in paragraph 10.02)
pl~ a DESIGI-I/BUILDEIZ's Fee for overhead and
profit (delmTnlned ~s provided in parag~ph 10,02.C)-
10.02 Co~ of trio Work
k Co.~ Irtdudd: 'Tho lc. tm Cost of & Work
mm~s ~ ~xm~ of ~I1 ~t~ a~arily ~ *md ~ald
by DESIGN/BUILDIgK/n th~ proper petfor~nen of the
Work. Except ~ otherwise may he agreed to in writing
by oWNEI~ such costs shall be ia amounta no higher
' ' e localiB' of the Project, shall
~,,n those prev~fl,.g m th
include only the following items and shall not include
amy of fl~ cos~s Rcmlzed in paragraph 10.02.B:
1. payroll costs for employees in the direct employ
of DESIGN/BUILDEK in the performance of the
Work under schedules of job cD.ssificafions agreed
upon by OWNER and DESIGN/BUILDEP,-
a. Such employees shall include without limitation
suporintendents, foremen and other personnel
cmploycd full4in~e at thc Site. Payroll costs for
employees not employed full time on thc Site
shall be apportioned on tile basis of their time
spent on tile Site. payroll costs shall include,
not be limited to, salaries and wages plus thc
cost of fringe benefits which shall include social
security conWibutions, unemployment, excise
and payroll taxes, workers' compensation, health
and retirement benefits, bonuses, sick leave,
vaca6on and holiday pay applicable thereto.
The expenses of performing Work after regular
working hours, on Saturday, Sunday er legal
holidays, shall be included in thc above to thc
extent authorized by oWNER.
b. Such employeeS shall also include engineers and
engineering technicians providing Design
ProfeSsional Services. For purposes of this
paragraph 10.02-A. 1. DESIGN/BUILDF-~ shall
be ~nfitled to payment for such employees an
amount equal to saND' costs times a factor, both
as designated in the Agreement, for all services
performed or furnished by such employees
engaged on the Project.
2. Cost of ali materials and equipment furnished and
incorporated in the Worlq including costs of
tramqportation ~md storage thereof, and Suppliers'
tidal saw/cas mldm/h eomaecfioa ~elmt4~ All
cash d/scoun~ ~ aocrue to DESI~VBUILDI~
unless oWNI~ dq~oslts f~ds xvith
DF~IG~BUILDER wlga wfdch to ~ payments.
in ~aleh ease the cash diseoun~s shall aecrue to
oWNE~ All trade discounts, re. bateS ~nd refunds
and rctttms from sale of s~plus matm-ials ~md
equipment shall aecr~e to oWNF-~ ~nd
DF~IGN/BUILDER shall rnako provisin~ so that
they may be obtained.
3. Payments made by DESIGN/BUFLDER to
Subcontractors for Work pofformed or furnished by
Subcontractors.
4. Payments made by DESIGNfBUILDER to
Engineers for Design Professional Services provided
24
or fttmished by ,Engineers under a Design
SubagrccmenL
5. Costs of special consultants (including bul not
limited to testing laboratories, surveyors, atlomeys
and accountantS) employed for services specifically
related to the Work.
6. Supplemental costs including the following items:
a. The proportion ofnccessary transportation, travel
and subsistence exfm~es of DE-
SIGN/BUILDER's employees inca"red in
discharge ofdutles connected with the Work.
b. Cost, includ/ng ~ransportafion and maintenance,
of all materials, supplies, equipment, machinery,
appliaricc~, office nnd ten-i~rary facilities at the
Site and hind tools not owned by the workers,
whiCh are consumed in the performance of the
Work, and cost less market value of such items
used but not consumed which reax~in the
property of DESIGN/BUILDER.
c. Rentals of all Work equipment mad macbinery
and the parts thereof whether rented from
DESIGIq/BUII~EP,- or othec~ ~ accordamxc
wlb ~'en~ ..gmcm~Is approved blt OWNER,
,.a<I ~ co~s ot mmsportatlon, loa'tln4,
tmloading, i~,al.t~io~, dL.--~nOi~ ~t remo~l
thereof--all ~ accordance wi& ~ ierm-q of said
meal ~rccmen~. The rmtaI of ~my ,ach
eq~pmm~ macl~aery or parts ~hall ecsc when
be usc ~crcof ~ no longer ncce~ary for be
Work.
d. Salc~, commmcr, ttsc or similar iaxc~ related to
be Work, nnd for whlch DESIGI4/BUILDER is
liable, imposed by Law~ and Reguhtious.
e. Deposi~ lost for causes other than negligence of
DESIGN/BUILDEI~ any subc. ooiracior or
anyoue directly or indirc~y employed by any of
them or for whose acts *ny of them may be
liable, and royalty' payments and fees for pormits
and licenses.
f. Losses, damages and related cxpcnses caused by
damage to the Work not compensated by
in~;urance or othep.vise, sustained by
DESIGN/BUILDER in connection with file
furnishing and performance of rtl~e Work pro-
vided they have resulted from causes other than
the negligence of DESIGN/BUILDER, 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 thc written consent and
approval of OWNE1L No such lo.es, damages
~rid cxpor~eS shall be included in thc Cost of the
Work for thc purpose of dctcrmkning
DESIGNJBUILDER's fcc. If, however, any
such loss or damage requires r~work and
DESIGN/BUILDF--R is placed in charge thereof,
DESIGiq/BUILDER shall be paid for services a
fee proportionate to that staled in paragraph
10.02.C-
g. The cost of utilities, fuel and sanitary facilities at
thc Site.
h. Minor cxpc~Cs such as telegrams, long distance
telephone call.% telephone service at be Site,
cxprc~agc ~md similar polly cash items in
co~mccfioa with thc WorL
i. Cost of premiums for all Bond~ ,:ad insm'a~ce
DESIGN/BUILDER is requlrcd by the Contract
Doctanents io pmChase *nd maintain.
B. Costs Excluded: The term Coat of the :qq'ork
shall not include any of thc following:
Payroll costs lind other compensation of
~ESiGN/BUiLDER~s officer*, cxccofivcs, principals
(of ptumea'skips trod sole proprietor*kips), general
manage-~, engineer*, arckitccts, cstimator*, attorneys,
auditors, accountants, pttrchasing and contracting
agents, expediter*, tin~kcctmr*, clerks and other
personnel employed by DESIGN/BUILDER whether
25
a( the Site or in DESIGN/BUILDER's principal or a
branch office for general administration nftbe Work
and not specifically included in ~he agreed upon
schedule of job classifications refen'ed to in
paragraph 10.02.A.l -- all of which are to bc
considered administrative costs covered by
DESIGN/BUiLDER's fee.
2. E×penses of DESIGN/BUILDER's pdncipal and
branch offices other than DESIGN/BUILDER's
office at the Site.
3. Any part of DESIGIWBUILDER'$ capital
expeatses, in¢lnding interest on DESIGN/BUILDER's
capital employed for the Work and charges against
DESIGN.,'BUTLDER for delinquent payments.
4. Costs due to the negligence of
DESIGN/BUILDER, any Subcontractor, or anyone
directly or indirecdy employed by any of them or for
whose ac~; any oft,hem may be liable, including but
not limited to, the con-notion of defective Work,
disposal of materials or equipment wrongly supplied
and malting good any damage to property.
5. Other overhead or general expense costs of any
kind a~d ~e c.~t~ of any item not specifically and
e~preszly iactnded ia paragraph 10.02.
C. Fez.' The DEStGN/BUIIDERt* fe~ allowed
DESIG2qI3~ER for ove~aaead ~md profit on
Orders priced by paragraph 10.01.Co3'*hall be
determined ~s follows:
mutually acceptable fixed fee; or
2. If a fixed fee is not agreed upon, ~-hen a fee based
on thc following percentages of the various portions
of the Cost of the Work:
a. For costs inctwred under paragraphs 10.02.A.I,
A.2, A.5 and A.6 the DESIGN/BUILDER's fee
shall be 15 percent;
b. For costs incurred under paragraph 10.02.^3 and
10.02.AA, fl~c DESIGN/BUILDEWs fee shall bc
five percent;
c. Where one or more tiers of subcontracts are on
the basis of Cost of thc Work plus a fee and no
fixed fcc is agreed upon, thc intent of paragraphs
10.02.A..I, 10.02.A.2 and 10.02.A.3 is that
subcontractor who actually performs or
furnishes Work, at whatever tier, will be paid a
fee o£ 15 percent of thc cos~ incttrced by such
Subcontractor under paragraphs 10.02.A.I and
10.02-3..2 and Chat any higher tier Subcontractor
and DESIGN/BUILDER will each be paid a fcc
of five percent of ~e amount paid to thc next
lower tier Subeunirac~or;
d. The amount of credit to be allowed by
DESIGN/BUILDER to OWNER for arty change
which results in a net decrease in cost will be the
amount of the actual net decrease in cost plus a
deduction in DESIGN/BUILDER's fee by an
amount equal to five percent of such net
decrease; and
e. When both additions and credits are involved
any one change, the adjtmtment m
DESIGN/BUILDER's fee shall be oomphted on
the basis of the net change in accordance with
paragraphs 10.02.C.2.a through
ineluslve.
D. Do~ume. utaffon: Whenever rite cos~ of any
Work is ~o be determined parsuant ~o paragraph 10.02.A
and 10.02.B, DESloN/BUILDER will establish and
maintain records thereof in accordance with generally
accepted accounting practices and submit in a form
acoeptable to oWNER ~n itemized cost breakdown
together with supporting data.
10.03 Cash Allowances
A. Thc Contract Price includes all allowanCeS so
named in the Cont"aa DoctunentS.
1. The allowanCeS include thc cost to DE-
26
SIGN/BUILDER (less any applicable trade
counts) of materials and equipment rcquh-cd by Otc
allowances to be deliYercd at the Site, and all
applicable taxes; and
2. Except as set forth in tim Conlzact Documents,
DESIGN/BUILDEK's costs for unloading and
handling on the Site, labor~ ~tallation costs,
overhead, profit and other expenses contemplated for
the allowances have Been included in the Contract
Price and not in the allowances and no demand for
additional payment on account of any of the
foregoing will Be valid.
B. Prior to £mal payment, an appropriate Change
Order will be issued to reflect actual amounts due
DE~IG1WBU1J--DER on account of Work covered by
alloveanees, and the Contract Price shall be enrre-
zpondingly adjusted.
10.04 Unit Prices
A. Where the Contract Documents provide that all or
part of the Work is to I:~ Unit Price Worlq initially the
Contract Price vail be deemed to include for all of Unit
price Work an amount equal to the ~xn of the established
tmR prices for each. separately identified item of Unit
l~c* Work ~ the ~ted quantity of each item as
~e~tod ~. the A4Voement- The e~tlmated q,,~,n~tles of
Rem~ of Unlt Price Work are ~aot guaranteot and are
~olely for the parpo~ of eompafi~a of Bid~ and
determining ~n ~ ConWaet Price. Dcterminationa of
the ac/md q,a~6t~ lind cla~ieafions of Unlt Pdco
Work peffo~ by DESIGN/BUILDER will be made
B, Each mzk pden vdll be deemed to include an
~aount considered by DES/GN/BU1J~ER to be
adequate to cover DESI[GN/B~ER's overhead and
profit for each separately identified item.
C. DE.qIGNKtUrfft~ER or OWNEK may make a
claim for an adjustment in the Contract Price in
accordance with A_~iele 9 if:
1. thc quantity of any item of Unit Price Work
performed by DE,.qIGN/BUILDER differ~ from the
cstimatcd quantity of such item indicated in thc
Contract Documents by more than the percentage
indicated/n the Supplementary Cooditions; and
2. there is no correspondkng adjustment with respect
to any other itero of work; and
3. DESIGN/BULLDER believes that
DESIGN/BUILDER is entitled to an increase in
Contract Price z~ a result of having incarred
additional exper~e or oWNER Believes the OWNER
i* entitled to a decrease in ConUact Price and the
parries are unable to agree as to the amount of any
~xoh inereas¢ or deer~e.
ARTICLE I1-X2FL~NGE OF CONTRACT TI/vfES
ILO/ General
A. The Contract Times (or Milestones) may only be
changed by a Change Order or a Written Amendment.
Any claim for an adjustment of the ConWact Times (or
Milestones) shall be based on written notice pursuant to
paragraph 9.02.
B. ~I1 Cou~ract T'm~ and Milestones am of the
e~eace of the Agreeament
11.02 ~m~ ExteaMon~.O2 ~me Exten~ion~
A. V~here DESIObl/B~ER i~ prevented from
cod~ple0ng any par~ of the Work witl~n the GonWact
Tkn~ (or Milestones) due ~o delay b~yond th* oontroI of
DESiGIq/BLrlLDI~ fl~ Con~ract TLm~ (or Ixtd~e~t°nes)
will be extended in an amount equal to the time lost due
to ~uch delay if a claim is made therefor as prOVided in
Article 9. Delay~ beyond the control of
DESIGN/BUILdER shall include, but not be ILmited to,
actS or neglect by OWNEI~ governmental agencies, ace;
or neglect of utility owner~ or other contractorS
performing other cormtm¢fion work as contemplated by
Article 7, fires, floods, cpi&m/cs, abnormal weather
conditions oc acts o£ God. Delays attn'butabie Io and
within thc control ora Subcontractor or Supplier shall be
deemed to be delays within dm control of
DESIGN/BUILDER.
B. Nothing in this paragraph 11.02 bars a change/n
Contract price pursuant to An'icle 10 Io compensa~.e for ·
the dkccl cos~ incurred by DESIGN/BUILDER due to
delay, interference, or disruption directly attn"ou~able to
actions or inactions of oWNER or" oWNER's
Consultants- However. oWNER shall not be liable to
DESIGN/BUII~F~ for costs or damages arising out of
or n~alting from (0 delays caused by or within the
control o£ DESIGN/BUILDEIL or (ii) delays beyond the
control of both parties including but not limited to fzres,
floods, epldemic~, abnormal weather conditions, acts of
God or acts or neglec~ by governmental agencies, utility
owners, or other con~ractors perforraing other work as
contemplated by Article 7.
ARTICLE 12-TESTS AND INSPECTI[ONS;
CORRECTION, REMOVAL OR ACCEPTANCE
OF DEFECTIVE CoNSTRUCWiON
12.01 NotiogofDefects
A. Prompt written no,ice of ail defect/ye
C:enstmetioa of which OWNI~ ha~ aetizal lmowkxtge
~ be given 1o DESIGN/BUILDER. by OWNEP.- ,Ali
defect/ye ConsWaelloa may be vgjected, corrected or
accepted ns provided in ~is Article 12.
12.02 Ace. ers to Construction
A. OWI'IER, oWNER's Consulmats, other
tepreaentatives and personnel of oWNF~ independent
testing hboratodea and governmental agencies with
jtuisdietional interests will have access to the
Con, tract/on at the Site at reasonable times for /heir
obc, ea, atloth inspecting and test/rig. DESIGN/BUILDER
shall provide them proper and ~fe cond/tions for ~tch
access and advise them of DESIGN/BUILDER's Site
safety procedurns and programs so tJlal they may comply
therewith as applicable.
12.03 Texts and lnspections
A. If the Contract Documents or Laws or
Regulations of any public body having jurisdiction
require any part of the Construction specifically to be
inspected, tested or approved, DESIGN/BUILDER shall
assttme full responsibility for arranging and obtaining
such inspections, tests or approvals, pay all costs in
connection tl-a:rewith, and furnish OWNER the requked
cotaifieates of inspection or approval.
DESIGN/BUILDER shall also be rnspons~le for
arranging and obtaining and shall pay all costs in
connection with any inspections, tests or approvals
required for oWNEr's acceptance of materials or
equipment to bo incoq>orated in the Construction or of
materials, mix designs, or' equipment submitted for
approval pnSor lo DESIGN/BUILDER's purchase thereof
for incorporation in the Constmcbon.
B. DESiGN/BUILDER shall give oWNER
reasonable notice of the planned schedule for all required
~qpecfionS, tests or approvals.
C. If ~my Construction (or the conslruction work of
others) t~at is reodred to bo insp~od, tested or
.pproved is coveted by DESION/BUILDER without
vaitten coneummco of oWNER, it must, if requested by
OWI'I~R, be tmcovered for observa~inn at
DE~IOlq/BI[JILDER~ expense mdess
DESIGIqBUILDEI~- ha~ g~ven oWNER treacly notxco of
DESIGN/BUILDER's intention to cover the ~a,me and
OWlqF2. ha* not acted with reasonable promptness in
req~nse to tach notico~
12.04 UncoveringCon~truction
^. If any Construction is covered contrary to the
written requnst of OWNER~ it mush if requested by
oWNF2,, be tmcoverod for OWNER's observation and
recovered at DESIGN/B~ER's expense.
B. If OWNER considers it necessary or advisable
28
~hat covered Cxmstmction be observed by oWNER
inspected or ~ted by o~ers, D~GN~Ut~
O~WS rcquesq shaJJ uncovct, ex.sc o~ OthC~isc
~kc available for obsc~ation, ~cdon or tcst~g as
o~ER ~Y wqu~c, that ~nion of the ~ns~cfion m
question, ~sh~g all ncc~sa~ la~h ma(offal and
cquipmem. If it is found
clef eerie, D~IG~LDER shall pay all cos~ ~d
~ges ~ed by or resuI~g &om such un.yegg,
ex~suw, ob~atio~ ~cfion and (~g and
~facto~ ~epla~ment or rcwo~ (~cind~g but not
I~ ~o ~I1 fe~ and ~g~ of cng~e~, arc~t~,
or o~ ~u~e ~olufion ~s~, ~d all ~ of~ak or
~1~ (o ~ appropriate d~r~
~ ff ~e p~ are u~ble ~o a~ ~ to ae ~ount
~eoC ~Y ~ke a cla~ &erefor
~cle 9. fi, however, such
~ de~cti~, D~IG~ s~ll ~ allowed an
~sc N ~e ~n~c( Price or
~n~ac( T~ (or Millions), or both, dkecily
a~uable ~o such ~cove~g, exposer, obse~a~co.
~fioa t~g, replacement and rework;
~ ~ ~ble ~o a~ee ns lo &e amour or extent
~ D~IG~DER ~Y ~e a cla~ d~erefor
~ pro~d~ N ~cle 9.
ff ZO$ ~ M~ Stop ~e ~ion
D~I~~ fa~ to ~ply
~ ot ~i~ble ~t~ or ~u~ or fa~ to
~ O~ ~Y ord~ D~IG~ to
for ~ oM~ ~ ~ et~t~; how~, ~ ~ht of
O~K to stop ~cfien ~1 not give ~ to ~y
daw on ~e paa of O~R
~efit of D~IG~LDER or ~y o~er pa~.
12.06 ~tion or Removal of De~ctive
~ction
A. OWNER will have authority to disapprove or
reject defective Gons~'ucdon and will have authority to
require special inspection or test/rig of the Co~L~uct/on
whether or not the Constraction is fabricated, installed or
completed. If rcquired by OWNER,
DESIGN/BUiLDER shall promptly, as directed, either
correct alt defective Construction, whether Or not
fabricated, ir~talled or completed, or,/f~he Construction
has been rejected by oWNER, remove it from thc Site
and replace it with nondefective Cons~ction.
DESIGN/BLPtLDER shall bear all dkect, indkecl mad
consequential cos~ of such correction or removal
(including but not lir~ted to fees ~md clxarges of
engineers, axchitecls, attorneys and other professionals)
made necessary ~hereby.
12.07 Correction Period
A. If within one year after the date of subsmndal
Gomplefion..or such longer period of time ns may be
prescribed by Laws or Regulations or by the terms of any
applicable special guatamee required by the Contract
Documents or by any specific provision of ~he Contract
Decuraents, any Construction is found to be defective,
DESIGN/BUILDER shall pmmptly, without cost to
OWNER attd in accordance with OW/xtER'~ wrltlen
insm~etions, ti) correct each defeca'~ Coasm~ctlon, or, ff
it has been rej~x~ed by OV~ql~ remOVe lt fr°m ~a¢ Site
Cu') ~e~odty correct or ~a~ ~1 t~phee ~y
d~mage, to o~h~ (3on.q/ntc//on or ft~ ~zot~ of others
in an emergealcy wher~ delay wouta c~ ~,
1o~ or damage. OWNER maY have ~he defe4~ve
Cons~medotx co,reefed or the rejected Come. teflon
removed ,nd repheed, and all costs and damages caused
by or temaltin41 from vach removal ~ replacement
(including but not limited to all fees ~md charges of
engineers, ~hlleets, attorneys and other professionals.
all corm or ~oiWatien or other dilute resolution costs,
and all costs of repair or replacement o£ work of o~hers)
will be paid by DESION/BUILDER-
B. in special ckcumstances where a particular item
29
of equipment is placed Lq continuous servico beforc
Substantial Completion of all thc Construction, thc
eon'ecl[on period for that item may sUrt to run from an
earlier date if so provided in the Specifications or by
Written Amendment.
C. Whew defeclive Consu~acti°n (and damage to
other Construction resulting therefrom) has been
corrected, removed or teplacod under this paragraph
12.07, thc correction period hereunder with respect to
such Cons~cdon will be extended for an additional
period of one year after such cotrectlon or removal and
replacement has been satisfactorily completed.
12.08 Aeee£tance of Defective Coratr~¢tion
A- If~ ir~tead ofrequ~ng correction or removal
and replacement of defective Construction, oWNER
prefers to accept it, oWNER may do so.
DI~I[Giq/BLffLDER- shall pay ali costs attn'bumble to
OWHER's evaluation of and determination to accept
such defecffve ConsWacdon (such costs to include but not
be limited to all fees and charges of cngi~eers, architectS,
attorneys and other professionals and all court or
arblu, ation or other dispute resoluti°n costs)' If any such
ao:eptanco oo:a.ws prior to final payment, a Change Order
va31 be issued iacorpor~fing the necessary revisions ia the
~on~ ~s ~.~ ~espec~ io the Cona'~.~o~
ia ~e C. onirae~ Prlc~ ax~ if the l:~a~de~ m'e unable
agree as 1o ~e amount ~hexeof, OWlqI~q- may make a
claim ~eret'or ns provided ia ~ 9, If the a~_,epiancc
oecur~ aider £m,xl payment, an appropriate amount will be
paid by DESION/BUILDER to oWNER-
12.09 OWI~ER May Correc~ Defective Construc. fio~
A. I£ DESIONYBLrlLDER. fails within a vezsunable
fmc after wr{tten notice from OWIqEP, to correct
defeeffve Construction or to remove and replace rejected
Conso'uction as required by oWNER m accordance
paxagraphs 12.06.A or 12.0?.A, or if
Dt~IGlq/BUILDER fails ~o perforra the Construction in
aecordanco with thc Con~'act Documents, or if
DE.qlGlq/I3UILDEI~ fails to comply with any other
provision of the Contract Documents, OWNER may,
after seven days" written notice to DESIGNtBLULDER~
correa and remedy any such deficiency. In exercising
the rights and remedies under fllis paragraph OWNER
shall proceed expeditiously- In connection with such
corrective and remedial aaion, oWNER may exclude
DESIGN/BUILDER from ali or part of the Site, take
possession of all or parl of the Construction, and suspend
DESIGN/BUILDER's services x¢lated thereto, take
possession of DESIGN/BUiLDER's ~oois, appliances,
construction equipment and machinery at the Site and
incorporate in the Constraction all materials and
equipment stored ai lhe Site or for vehich OWNER has
paid DESIOIqBUILDER but which ~e ~tored
elsewhere. DESIGN/BDTLDEK shall allow OWNER,
OWlxrER, s representatives, agents and employees,
OWNER's other contractors and Consxtltants acca~s to
the Site to enable OWNER to excrete the fights and
remedies under this paragraph, All costS and damages
incun-ed or sustained by oWNER in exercising such
rightS and remedies will be charged against
DESIGN/BUILDEP'- and a Change Order will be issued
incoq~orafing the necessary revisions in the
Documents and OWNER shall be ent/tled to an
appropriate decrease in the Contract price, and, if the
pa~deg ~re unable to agtco as to the amoant thereof,
OWNEK may make a da[m therefor
Article 9. b~uch costs and damages will iaelude but not
be limlexl to all foes and d~es of
attorneys and o~hex profess~ ~ ~ cem'~ or arb/tva~aon
or o~her dispute ~lu(iou cosis and al1 cosis of ret~ir or
or dan~ged by
t~place:rac~t of ~odc of others d~a'o~tlacem~t of
coreec~ion~ removal or
DESIGN/BUILDER's defective Construedon-
DESIGlq/BUILDER shall not be allowed an exteusina of
the Con,tact T~nes (or Milestones) becauSe of aay delat~Ye
in the performance of the Constr~c~on attributable to
exercise by OWI'~R ~f OWNER's righ~ and remedies
hereunder.
3O
AI~TICLE 13--PAYMENTS TO DESIGN/BUILDEP-
AND coMPLETION
13.01 Schedule o/Values
A. ~e Schedule of Values ~blish~ as provided
~ pa~gmph 2.06.A will se~e a~ ~e ~sis for progress
~enm and will ~ ~co~ratcd ~to a fo~
Applimtion for Paint ,~epmble ~o o~ER.
Pro~ pa~en~ on a~t of Unit Price Wo~ will be
based on ~e nm~r of un~ ~mpleted.
1~.02 ~pplicationfor Pro~ pa~ent
A. At 1~ ~en~ ~ys ~fore ~e ~te ~blished
for ~ pm~ pa~t ~ut not more often ~
a mon~), D~IG~ s~ll ~ub~t to O~R
for ~view ~ AppOrtion for pa~t fill~ out and
~ by D~IG~EK ~v~g ~e Work
co~let~ as of ~e ~te of ~e Appli~fion and
a~ed by su~ sup~g d~menm~on as is
r~uk~ by ~e ~nmct D~umenB. If pa~ent
i~u~/ed on fl~c b~ of ~/efia~ ~d ~uipment not
~mt~ ~ ~e Wo~ but ddiv~ ~d suitably
~o~ at ~e Site or at ~o&er l~fion a~ to
~, ~e ~p~mfion for pa~t ~
~ by a bffi of ~ ~voi~ or o~er
~fa~o~ lo O~ ~e ~t of ~e~ge wi~
~t to pm~ pa~ ~I1 ~ ~ ~pulatM
A~m~C
13.03 D~[GN~UI~ERg ~a~an~ or.tie
A. D~IG~ ~ ~d ~mnt~
~v~ by any Appli~fion for Pa~ whe~er
no ht~ ~ ~e ~e of pa~enI ~ ~d cl~ of all
Lie~. ~ pm~ph 13.03~ d~ not apply ~o any
d~men~ ~ver~ by pam~ph 3.~.A.
13.0~[ Progress payme.tx
A. Progress payments shall be made by dm
oWNER to the DESIGN/BUiLDER according ~o tim
follow~g pr~edurc:
1. o~ER wilt, wifl~ ten days of receipt of each
Appli~fion for pa~cnl, eifl~er ~di~te ~ ~t~g its
a~ep~n~ of ~e Appli~tion and state ~a~ ~e
Appliotion ~ ~g pr~ for pa~en~ or ream
~e Applimtion to D~IGN~ ~di~g
~ i~ r~ for rc~g to a~t ~e
Appli~om Not more fl~n t~ &~ aft~ a~g
such Appli~fion &c mo~t will ~ome due and
when due ~ll ~ paid by O~R
D~IG~-
2. If ~e o~R should hil to pay
D~IGN~ at ~e t~e &e pa~ent of any
amount ~m~ due, ~en D~IGN~EK ~Y,
at any ~e ~erofier, u~n se~g ~ notice
d~at he ~11 stop ~e Work wi~ seven ~ys after
r~ipt of ~e notice by ~e O~ and after such
sev~ ~Y ~ stop ~e Work ~fil ~t of
$~ ~ d~ ~o ~ve ~a duly s~ ff seat by
3. Pa~ due but ~id $~ ~
Ho Pw~ pa~t nor ~y p~al or ~e'
~or ~P~ of ~* Pmj~ by ~e O~R s~ll
~te m s~m~ of any Wo~ not m
a~r~ ~ ~ ~nm~ D~
B. O~ ~Y re.se to ~ke ~e ~ole or any
dis~v~M evid~ or ~e r~ula of subs~u~t
ext~t ~t ~ ~ombly n~sa~ to prot~t O~R
from lo~s ~use:
31
I. The Work is defective, or completed Work has
been damaged rcquking cortcctiun or replacement; or
2. The Contract price has been reduced by Wfitten
Amendment or Change Order; or
3. owNER has been [equired to correct defective
Work or complete Work in accordance with
paragrap.t) 12.09.A, or
4. oWNER has actual knowledge of the occurrence
of any of the events enumerated in paragraphs
14.02ak.l through A.3 inclusive; or
5. Claims have been made again.st oWNER on
accomnt of DESIGN/BUILDER's performance or
furnishing of the Work; or
6. Liens have been filed in connection with the
Work, except where DESIGN/BUILDER has
delivered a specific Bond satisfactory to oWNER to
secure the satisfaction and discharge of such Liens; or
7. There are other items entitling OWNER to a set
off against the amount for which application is
made.
13.05 subxtantiaI Completion
A. When DESIGN/BUILDEK ~id~
~on ~dy for
~e ~oa ~ ~m~RY ~l~e (~t for
~letc) ~d t~u~ ~at O~ ~e · ~tc
of Sub~ ~l~on. Wi~
~ ~on of ~ ~on to det~e
of ~l~on. If O~
~m~cfion ~ubsmUally ~mplete, O~R ~I no~
D~IG~ ~ ~g giv~g ~c r~ons
~efor. If o~R ~mide~
~ubsmfia~y ~m~lete, O~ ~lt prep~e and deliver
to D~IG~ER ~ ~fi~te of Subsmfial
~mplefion w~ch sha~ ~m ~e date of Substantial
Completion. There shall be attached to rile ceaificate *
list of iten'~ to be completed or corrected before final
payment. At rile time of delivery of the certificate of
Substantial Completion oWNER will deliver to
DESIGN/BUILDER a whiten determination as to
division of responsibilities pending final payment
between oWNER and DESIGN/BUILDER with respect
to security, operation, safety, maintenanCe, heat, utilities,
insurance and warranties and guarantees.
B. OWNER will have the fight to exclude
DESIGN/BUILDER from the Site after the date of
Substantial Completion, but OWNER will allow
DESIGN/BUILDER reasonable acces~ to complete or
correct items on the list of items to be completed.
15.06 partial Utilization
A. Use by OWNER at oWNER's option of any
subs~antiall7 completed part of the Construction which ti)
has specifically been identified in the Contract
Documents, or (ii) oWNER and DESIGN[BUILDER
· ' and usable pan
agree constitute a separately funcnOn~yg oWNER for its
of the Consmacfion that can be used with
intended purpose without significant interference
DESIGN/BUILDER's performanCe of thc remainder of
thc Construe'don, may be accomplished prior to
8ubstsntial Completion of all the Consnmction mb[ecl to
the following:
1. OWlql~-- at any fi.mc ma..y
DI~IGN/BUILDER in writing to permit OWNE~ to
....... ~on v.&ieh OWI'tF~
nsc*ny ~ch part ortho ~.omu,, ~d
belleve~ to be ready for its ~.tended
substantially complete. If DESI6'lq/BIJILDE.R
agrees Chat each part of the Cons~uetlon
substantially complete, DESIGN/BI.IIZDEK will
cex6Xy to OWNF~ that such part of the Construction
is substmatlally complete ~md request OWlxrE~
i.~ae a certificate o£ Substantial Completion for that
part of the Construction DESIGN/BUILDER it Shy
-'~- OWNER in writing that
time Y - ch axt of the
DESIGN/BUILDER constde, r~ any sn to trod
Con.~metinn ready for its intended use
substantially complete and request .OWNER to issue
a certificate of Substantial Completaon for that pat1 of
32
the Construction. Within a rcasonablc time after
either such request, OWNER and
DESIGN/BUILDER shall make an inspection of that
part of the Construction to determine its status of
completion. If oWNER does not consider that pan
of the Construction to bc substantially complete,
oWNER will notify DESIGN/BUILDER in writing
giving the reasons therefor. If oWNER considers
that part of the Construction to be substantially
¢orrrpletc., the provisions of paragraph 13.05 will
apply with respect to certification of Substantial
Completion of that part of the Construction and the
dlvi~ion of respons~ility in respect thereof and
acoezs thereto.
2. No occupancy or separate opemfien of pa9 of the
Cormtmetion will be accomplished prior to
compliance with the requirements of paragraph 5.08
in respect o£pmperty insurance.
13.07
A.
Final Inspection
Upon written notice from DESIGN/BUILDEK
- portion
that the entire ConstrucUou or an agreed
thereof is complete, oWNE. R 'Mil make a final
~tion with DESIGN/BUILDER and 'Mil
notif~ DESIGN/BUU---DEK in ~witing o£ all
parti~ ~ which ~ in_qxx:t~on teveal~ that
thc Con.qtm~on is ~eompDt¢ or defect/ye.
DESI~tB~EK d~l knmeAta' rely take *ach
me:a..qm~ ~-~ ~ neo:~aty to complete ~;ueh
Gonstmc~on or remedy ~ch deficiencies.
13.08 FinalApplicationforPayment
A. After DEglGN/BDII-DER has completed all such
corrootlo~ to the ~fac. fion of oWNER and delivered
hi accordance with the Contract DocumenC~ all
mainterameo and operating inxh'uedons, .~b. edules,
guax'antcez0 Bond~, certificates or other evidence of
in_qtwanen requh'ed by prograph 5.09.B, certificates of
inspection, marked-up record doenmen~; (~ provided in
paragraph 6.11) and other documents,
DESIGN/BUILDER may make application for f'mal
payment following the procedure for progress payments.
The final Application for payment shall be accompanied
(units previously delivered} by: (i) all documentation
called for in the Contract DocumenB, including but
limited to the evidence of insurance required by
subparagraph 5.02.B.7, (ii} consen~ of the surety, if any,
mai a ant, and (iii) complete and legally effective
to fi pym ' ~ to oWNER) ofall Liens
releases or waivers (satts~actory
arising out of or filed in connection with the Work. [n
lieu of such releaseS or waivers of Liens and as approved
by oWNEI~ DESiGN/BUILDER may furnish receipts
or releases in full and an affidavit oldESIGN/BUILDER
that: (i)the releaseS and receiptq include all laber,
~ervic. es, material and equipment for which a Lien could
be fded, and (it') all payroll~, material and equipment bills
and other hidabtedneSs cunra~zted with the Work for
which oWNER or oWNER's property might in any
be responsible have been paid or otherwise satisfied.
any Subcontractor or Supplier fails to furrd~h such
release or receipt in full, DESI?N/BUILDER may
furnish a Bond or other collateral samfactory to oWNER
to indemnify OWNER against any Lien.
13.09 Final Payment and Acceptance
A- If oWNER is satisfied that,the ]~ork
completed and DESiGN/BLriLDEKs o~er oo r=
under thc contract Documents have been
~ withia ten day~ after receipt of ~e final
oWNF~ give wrltten ~otlco to
AppliCation for paymen[ a~ptablc.
DESIGlq/BD1LDF~P' flint the Work is
Otherwi~ OWNER will retrain the Applicatlon to
DESiGlq/BUiLDBI~,, iadka~ag m writing lhe re~sons for
refusing to prOCe~ £mal payment, ia which case
DESIGN/BUILDER shall make the necessary
· the Appllcatioo- Thir~ days
corrections and resubtmt aCCeptable
after thc presentation to OWNER of
,coom~t~ daenme~tatlo~
Application and . "TT- - and with oWlqF~s
appropalat¢ form aud. Suusmrtc~
notice of acc~ptabiillY, the amount will become due and
will be paid by OWlx~R to DEsIGN/BUILDEIL
B. If, through no fault ofBEsION/BUII~EP", f'mal
completion of the Work is signiiieanflY delayed.
oWNER shall, upon receipt of
t-mai Application for payment, and without terminating
33
Site and use the same to dtc £ull extent they could be
used by DESIG~fl~UILD~R (widmut H~bili~
D~iG~DD~ ~er ~cspgss or conversion),
bco~f~tc ~ Otc Work ail m~cdgls ~n~ cquipmcm
stored a~ ~c Si~c or for widch o~R has pMd
D~GN~LDER but which are stored elsewhere, and
fmNh &e Work ~ o~R ~Y deem cx~dicnL In
such c~c D~[G~UI~ER ~hall not ~ cntifl~ to
g~ivc any ~er pa~[ uniil ~e Work N f~shM. If
, ~c ~paid ~lance of ~e ~n~acl. Pd~ excel..all
out of or r~ul~g from ~lc~g ~c Wo~ (~clud~g
~t no( ~lM to all f~ ~d ~rg~ of
~il~, a~ome~ ~d o~ prof~sio~N and a~ ~
or ~i~fion or o~er d~ut¢ ~infion ~s~) such
~ ~lI~paidio D~IG~ If surest,
1o~ ~d ~g~ cx~ su~ ~id ba~,
D~[G~D~ shall pay ~¢ ~fferen~ ~o o~R-
:Such ~s~, loss~ and ~g~ NcugM by
~ll ~ ~co~~t~ ~ a ~ang¢ Ord., providM
~en ex~cis~g any figh~ or remedi~ under
para.apb O~R shall nol ~ requked 1o ob~ the
iowesl price for ~e Work
C. ~c D~IG~'$ $~i~ ~vc ~n
duc D~I~~ by O~ ~ ~t
D~i~~ ~m
14.0J ~ M~ T~inate for ~n~i~ce
A. U~n sev~ ~ys' ~ nod~ to
D~IG~ O~R ~Y, ~out ~e ~d
~out prcju~ to ~Y o~ ~ht or r~y
O~ clot to t~te ~c A~t. ~
~c, D~IG~LDER s~ll ~ paid (~out
dupii~tion of any itch) for:
1. ~let~ ~d a~p~ble Work ex~ut~
a~r~ wi~ ~e ~n~ D~ prior to
cff~dve ~te of le~o~ ~clud~g fa~
teasonablc s~ for ovcrh~d and profit on such
Work;
2. Expenses sus~kncd pdor to d~c effcclive date of
termination in performing services and furnishing
labor, materials or equipment as required by II~c
ConLract Documents in connection with uncompleled
Work, plus fair and reasonable surrm for ovedmad
and profit on such expenseS;
3. Amounts paid in settlement of terminated
contractS with Subcontractors, Engineers, Suppliers
and othe~ (including but not limited to all fees and
charges of engine, ers, ,xchitects, a~omeys and other
professionals and *Il court or arbi~afion or other
dispute resolution costS incurred in connection with
termination of contracts with Subcontractors,
Engineers and Suppliers); and
4. Reasonable expenses directly attributable to
tetmh~tion.
B. DESIGN/BUILDER shall not be paid on account
of loss of anticipated profits or revenue or other
economic loss arising out of or resulting from such
term~tion.
I,(.04 DEXIGN/BUILDER May $to£ ~7ork or Terminate
A. If, through no. act or fault .°f
DESION/BUILDEP'~ the Work ~s ~spended for a period
~ . L ~.~b,,OWl-lEKorUmieranorder
of eom or other puolio aumon~, ot ... ..
on any Applleafion for payment within thirty days after it
is submitted or OWNER fails for thhty days to pay
DESiGI, t/BU1LD1ZK any sum finally deterccfmed to be
due, then DESIGN/BUILDER may, upon severn days'
written notiCe to oWNF~ and provided OWNF~ does
not ~Y such suspension or failure within that time,
terminate the Agreement and recover from OWNER
same terms as provided in paragraph
payment on the o£ terminating tho Agreeme~. anodr
14.03.A. In lien
without prejudice to any other right or remeay,
OWNER has failed for thirty days to pay
DESiGN/BI.ELDER anY stun £mally datermLned to be
due, DESIGN/BUILDER may upon seven day~s written
35
notiCe lo OWNER slop file Work until payment is made
o5 all such amountS due DESIGIq/BUILDER~ including
~eses( thereon. ~c provisions of Ods paragraph
I~.04.A arc no~ ~teadcd to preclude
D~IGN~LDER from mak~g cta~ under 6uictc 9
for an ~crcase ~ ~nuact Pdce or ~n~ac~ T~es or
o~Se for cx~ ur &mage dkecfly a~bu~ble ~o
D~IGN~LD~R's stopp~g Work as ~d by
~s paragraph.
AI~TICLE 1S-DISPUTE RJESOLUTION
If · ~.nd io lhe exteni il-mt OWIN~R and
DF, SIGH/BUILDER have agreeA on the method and
proCa~ure for resolving disputes b~tween them that may
m4s¢ under fffis Agreement, such dispute re~olutinn
method and procedure, if any, shall be as set forth in
Ex.'bit GO-A, '~Dispute Resolution Agreement", to be
a~ched hereto and made a part hereof. If no such
agreement on thc method and proceduse for resolving
such disputeS has been reached, oWNER and
DESIGN/BUILDER may exercise auch rights or
~.anedies as tithes may otherwise have under the
Conta-a~ Do4~aments or by Laws or Regulations in
ARTICLE 16-54ISCELLA~NEOUS
3. If transmitted by facsimile, tt~e time at which a
machine generated confumation states die nollcc was
receiVed at Hie facsimile telephone number of .Otc
intended rccipien( last known by thc sender.
16.02 Computation of Times
A. When any period of time is referred to in the
Contract DocumentS by days, it wilt be computed to
exclude the fu~t and include the last day of such period.
If the last day of troy such period fails on a Saturday or
Sunday or on a day w,~de a legal hol!day by .&e taw of
the applicable jurisdiction, such day will be onutted from
the computation.
B. A calendar day of twentyffour hottrs measured
from midnight to the next midnight wil! constitute a day.
t6.03 Notice of Cdaim
A. Should oWNER or DESIGN/BUILDER suffer
injury or damage to person or property because of any
error, omission or act of the other patty or of any of the
other pa_,~s employees or agentS or otherS for whose
acts the other party La legally liable, clahn ~ be made ha
within a reasonable time of cbc
writing to flxe other party darnage. The
fwst observance of such ~njury or
provisions of this paragraph 16o03.A shall not be
cces~rued as a substitute for or a waiver of the provisions
of any applicable statute of limitations or repose.
16.0I Giving Notice
A. Whenever any provision of the Con~xact
Doca.waents requireS the giving of ~wiiten notice, it will
be deemed to have been validly given.
1. ~£ delivered in person to the individual or to a
member of the fttm or to an officer of &e corporation
for whom it is intended;
2. If delivered at or sent by regiStered or certified
mail. postage prepaid, to the last business addreSs
known to the ~iver of the notice; or
36
A~ The duties and obligations ~poscd by ~se
General ~ndi~ons and thc figh~ ~nd remedies available
hereunder to thc pagies hereto, and, ~ pa~icular but
~out I~mtion, any general or s~cific wa~antics,
gua~tC~ and ~de~ti~ ~scd u~n
D~IGN~UILDER and all of &e fighU and remedies
available to O~R ~ereund~, are ~ addition to, and
gte not to ~ co~ ~ any way ~s a l~/afion of, any
figh~ and temed[~ available to any or all of ~em wlfich
are o~~e ~s~ or available by ~ws or
Reguhfio~, by ,~ial wa~ or guamt~ or by o~er
gov~iom of~e ~nm~ D~nm, and ~e pmv~io~
of ~ prograph ~11 ~ ~ eff~five as if re~/ed
~ ~ch pafficuhr du~, obligafio~ right and rem~y lo
whi~ ~ey apply.
16.05 Survival of Obligations
A. All representations, indemnifications, warranties
and guarantees made ia required by or given m
accordance with the Contraci DocumentS, as well as all
contirming obligations indicated in the Contract
Documents, will survive final payment, completion and
aco:~tanc~ of the Work and termination or completion of -
37
EXItIBIT GC-A to GENERAL CONDITIONS OF
THE AGREEMENT BETWEEN OWNER AND
DESIGN/BUILDER DATED
EXHIBIT GC-A to GENERAL
...... · vqE AGREEMENT BETWEEN
cONDITIOrqa ~av ~ '
OWNER AND DESIGN/BUILDER DATED
For use with EJCDC--~No. 19lO-lO (1994 ed.)
15.0l Dispute Resolution Agreement
A. Article 15 of the General Conditions of thc
Conh~act between OWNER and DESIGN/BUILDER is
amended to include paragraphs 15.01.B-15.01.F-
B. oWNER and DESIGN/BUILDEK agree that
they will f~r~t subm/t any and all unsettled claims,'
counterclaims, disputes and other rnatlers in question
between them arising out of or relating to the Contract
Documents or the breach therecf ("disputes"), to
mediation by -
prior to either of them initiating against the other a
dexnand for arbitration pursuant to paragraph 15.01.C
woul~l ~vocably prejudice one of the pam~. ~ay
' 't~ wi&in which to file a ~d for arbitration r,h~ll
be st~pendo~ with ~pec~ to a ~te ~b~ to
l~6oa of ~e ~iafiom ~ ~tor of mY
~ute sub~U~ to m~afion ~d~ ~ Ag~ent
s~ll not s~e ~ a~i~tor ot ~ch d~ute
C. All c~, d~put~ and o&~
qu~fion ~een O~K ~d D~IG~LDER
~g out of or rela~g to &e ~n~Ct D~enm or
&e brach &~t (ex,pt for cla~ w~ch have ~n
waiv~ by &e ~ ~r a~ of
provid~ by p~g~ph 13A0) will ~ d~id~ by b~d~g
a~i~on ~ a~r~ wi~
subject to the limitations of this paragraph 15.01. This
agreement so to arbitrate and any other agreement or
consent to arbitrate entered into in accordance herewith
as provided in this paragraph 15.01 will be specifically
enforceable under the prevailing law of any courl having
jurisdiction.
D. Notice of the demand for arbitration will be filed
in writing with the other party to the Agreement and with
the designated arbitration entity. The demand for
arbitration will be made within a reasonable time after
the claim, dispute or other matter in question has arisen,
and in no event shall any such demand be made after the
date when inafitufion of legal or equitable proceedings
based on such claim, dispute or other matter in question
would be barred by the applicable statute of limitations.
E. Except as provided in paragraph I5.01.F below,
no arbiiration arising out of or relating to the Contract
Documen~ shall include by consolidation, joinder or in
any other manner any other individual or entity who is
not a party to this contract
1. the inclusion of stroh other individual or entity is
necessary if complete reEef is to be afforded among
those who *.re already parties to the arbitration, and
2. such o&es individual or entry is substantially
involved in tt question of hw or fact which is
common to those who sro already parties to the
.... such prO<X~llngs,
arbitration and which will arise tn
3. the written consent of the other individnal or
entity sought to be included and of OWNER md
DEglGN/BUIL,DER has been obtained for such
inclusion, which consent shall make
reference to this paragraph; but no such consent shall
constitute consent to arbitration of any dispute not
specifically described in such consent or to
arbiiration with any party not speCifically identified
in such consent.
F. Notwithstanding paragraph 15.01.E, if a clair&
38
d[sputC or othcr ma[lcr in question bciwccu OWNER and
DESIGN/BUILDER ~volvcs d~c Work of a
Su~on~actor, Supplier or Eng~ecr cidmr o~R or
D~IGN~UILDER may jo~ ~uch cnfi~ as a paay lo
fl~e a~i~afion ~cen O~R and
D~IGNSUILDER hereunder. D~IGN~UILDER
shall ~clude ~ all su~nmcB r~uked by pamg~ph
6.05.D a s~cific provision whereby ~e Su~n~aclor
consen~ to ~g jo~ed ~ an arbi~afion ~tween
O~R and D~IGN~LDER ~volv~g ~e Work
of su~ Su~onffactor. No&~g ~ ~s paa~ph 15.01 .F
~ ~c prov~ion of such su~n~ct ~m~g to
favor of Su~on~C~or, Supplier or Eng~r aga~st