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PR 24604: NW ATLAS SERVICE, TELECOMMUNICATION IMPROVEMENTS
City of VW r t r t it r 'I'� trig INTEROFFICE MEMORANDUM Date: October 17, 2025 To: The Honorable Mayor and City Council From: Ronald Burton, CPM, City Manager RE: PR No. 24604 —Award a Contract to NW Atlas Services of Florence, Texas for Telecommunication Improvements between San Antonio Avenue and Shreveport Avenue in Downtown Port Arthur. Introduction: This memo provides a summary of the City's ongoing efforts to implement the Downtown Communication Infrastructure Project funded by the U.S. Economic Development Administration(EDA)and presents a recommendation to award the construction contract for the Telecommunication Improvements between San Antonio Avenue and Shreveport Avenue. Background: In 2021, the City of Port Arthur was awarded a $3,000,000.00 EDA CARES Act Recovery Assistance Grant to design and construct data cabling,fiber optic infrastructure,and new electrical service infrastructure in the downtown area, with a local match of$777,777.00 (Resolution 21- 266). To administer the grant, the City engaged Traylor and Associates, Inc. (Resolution 22-294) and later authorized negotiations with Arceneaux Wilson & Cole (AWC) for engineering and design services (Resolution 22-394). In 2023,the City entered into a contract with AWC for data collection, detailed design, and construction phase services in an amount not to exceed $489,869.00 (Resolution 23-121). Following completion of the engineering designs,it was determined that the City must demonstrate marketable, fee simple title to the land where the underground utilities would be installed. After unsuccessful attempts to establish ownership through public record searches spanning over forty years, the project's scope was refined and consolidated to the area between San Antonio Avenue and Shreveport Avenue to ensure timely progress and compliance with EDA requirements. Budget Considerations: The project continues to be funded under the EDA CARES Act Recovery Grant with the previously approved local match. Funding in Capital Improvement Account No. 305-21-000- 8525-00-00-000;Project#DT0003,is contingent upon approval of budget amendment in Proposed Ordinance No. 7375. Recommendation: It is recommended that the City Council award the contract for Telecommunication Improvements in Downtown Port Arthur to the lowest, most responsive bidder,NW Atlas Services of Florence, Texas, as reviewed and recommended by Arceneaux Wilson& Cole (AWC). Por PR No. 24604 10/17/25 ht RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH NW ATLAS SERVICES OF FLORENCE, TEXAS FOR TELECOMMUNICATION IMPROVEMENTS IN DOWNTOWN PORT ARTHUR BETWEEN SAN ANTONIO AVENUE AND SHREVEPORT AVENUE FOR THE TOTAL AMOUNT OF $1,132,398.82; FUNDING IS CONTINGENT UPON APPROVAL OF BUDGET AMENDMENT IN PROPOSED ORDINANCE NO. 7375. UPON APPROVAL FUNDING SHALL BE AVAILABLE IN CAPITAL IMPROVEMENT ACCOUNT NO. 305-21-000-8525-00-00-000; PROJECT #DT0003. WHEREAS, pursuant to Resolution 21-266, the City Council accepted a $3,000,000.00 grant from the U.S. Economic Development Administration (EDA) CARES Act Recovery Assistance Program to support the design and construction of data cabling, fiber optic infrastructure and new electrical service infrastructure in the City's downtown, with a matching fund requirement of$777,777.00; and WHEREAS,pursuant to Resolution 22-294,the City executed an agreement with Traylor and Associates, Inc. for the administration of the EDA Communication Infrastructure Grant in an amount not to exceed$200,000.00; and WHEREAS,pursuant to Resolution 22-394,the City Manager was authorized to negotiate a contract with Arceneaux Wilson & Cole (AWC) for the planning and design of the Downtown Underground Utilities and Communication System Infrastructure Project; and WHEREAS, pursuant to Resolution 23-121, the City executed a contract with AWC for data collection, detailed design and construction phase services for the Downtown Underground Utilities and Communication System Infrastructure(fiber optic infrastructure)project in an amount not to exceed $489,869.00; and WHEREAS,following completion of the engineering designs,the City was in the process of submitting the project plans to the EDA for approval when it was determined that the City needed to establish marketable, fee simple title to the land where the underground utilities are to be installed; and PR No. 24604 10/17/25 ht WHEREAS, after multiple unsuccessful attempts to examine and research public records spanning a period of at least forty (40)years to establish fee simple ownership, it was determined that the project's designed scope of work should be narrowed and consolidated to the land and alleyway between San Antonio Avenue and Shreveport Avenue; and WHEREAS,on September 17,2025,and September 24,2025,the City advertised for bids under Bid No. P25-082,attached hereto as Exhibit"A",for the Telecommunication Improvements in Downtown Port Arthur Project, located between San Antonio Avenue and Shreveport Avenue; and WHEREAS, on October 10, 2025, the City received a total of five (5) sealed bids for the project, with four (4) determined to be responsive and one (1) deemed non-responsive due to mathematical error; and WHEREAS, AWC has recommended awarding the construction contract to the lowest responsive bidder,NW Atlas Services of Florence, Texas, as specified in Exhibit`B". NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR,TEXAS: THAT,the facts and opinions in the preamble are true and correct; and THAT, the City Council hereby authorizes the City Manager to execute a construction contract for the Telecommunications Infrastructure Improvements in Downtown Port Arthur, between San Antonio Avenue and Shreveport Avenue, with NW Atlas Services of Florence, Texas, in the total amount of$1,132,398.82, in substantially the same form as attached hereto as Exhibit`B"; and THAT,funding is contingent upon approval of budget amendment in proposed ordinance No. 7375.Upon approval funding shall be available in Capital Improvement Account No. 305-21- 000-8525-00-00-000; Project#DT0003; and PR No. 24604 10/17/25 ht THAT, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ,ADOPTED AND APPROVED THIS day of , 2025 at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: • AYES: Mayor • Councilmembers • • NOES: CITY OF PORT ARTHUR: Charlotte M. Moses Mayor ATTEST: Sherri Bellard City Secretary APPROVED AS TO FORM: Roxann Pais Cotroneo City Attorney PR No. 24604 10/17/25 ht APPROVED FO ' ADMINISTRATION: APPROVED FOR AVAILABLE FUNDS: 0111/4 AIPAS -0111It ,W)-14 ( 7P-o 7 Ronald Burt, Lynda Boswell City Manager Finance Director Suhail Kanwar, P.E. Director of Public Services/Engineer r\06 fton Wi Hams, CPPB urchasing Manager PR No. 24604 10/17/25 ht Exhibit "A" (Bid Advertisement) i i CITY OF PORT ARTHUR Invitation to Bid Telecommunications Infrastructure Improvements in Downtown Port Arthur between San Antonio and Shreveport Avenue September 17,2025 September 24,2025 PUBLIC NOTICE - . <;, ' ;" CITY OF PORT ARTHUR,TEXAS „ ., ;-y,+ •r=< ' c' -C` . -ADVERTISEMEN.T FOR.BIDS 6 vrMIlbereceivecf NOTICE lS,11ERESY.G11lENTHAT sealed 8idsr'addressedtothe C'sty ofP..ortArthur,=- • , etttie;0ifica of,theCity.Secnatarird4Y-Helli444.4t11 S1 ek or.P.O.Bois 10t19P_o.Lt.6Rhilc�Texas. OetolieE 8 202 :AppUpnt names 1-i read;abed; 72t3' '..- ,,than S:dO'p M ridgy b itobe 20266 otitis dater the City C.0nd Cliamtiers, tieguing of 3i1b P;jiA:;liileefiiesdayt Octofeer•8; ,�r Hall=5tt 0°0.foerertatn seniioes briefly desci bla,s: rt a . ''''l,r • i " -t—e ' 's-'TELECOMMUNICATIONS INFRASTRUCTURE-. TEL E. _._ . s IMPROVEMMEMTS IN 170 O11YN.FORT ARTIitJR BEiINEFN SAN At+LTONIOAVEN(UE ANQe. 4' SHRE11EPOR C AVEt1UE`• -s.r �• ,llnotbecOnsidered. aft erthecteadtidestatedaliove„ egardlessoffeethod.ofdeliverywi $idffi reCBeV.. N. and„retdellei eeePened- are on fife us P n Offi 1 the urrtias< g Vie.` Copies.of the S( ific�t, aril other Contract Dobaments charge. can also be '„4th,Stieelt:'Cttytif PcidM iuc;'and.ara ope't►forpubac,,,,-• do - ,,0iout pulTti_k swebsiteat: orw_wwoubli aee.com. PUBLIC NOTICE • retrieved;frocti thg City'. : CITY OF PORT:ARTHUR*TEXAs`4• ..- . NON'-MANt? TO PRE 310 MEETING•1S•SCHEDULED=FOR s2:00.'P.NI.ON THURSQA`f, ADVERTiSEMENT,FOR,BIDS_ " ' '+-"; :"�i�> 4.- �7 ..'..M. AT'i eate1;Bids;aifdresseQ.tafiieC'dKo Po4''Mfiur*Illhe'recciyecl SEPTENIBER.2S,2025 Af CITY HACLSTH FLOOR COUNCIL CHAMBERS LOCATED AT {,City.I lall 444.4ift;S$eef.ot PO_Box 1089�°Port Aifhur,Texas 4THSTREECP.ORT.ARTHUR,TEXAS. Wednesda L -. �^ I The.Cfiy ot.004 Arthur f.esert►es'the rightto iejectany andall bids and to waive,informalities.`thy.October„2025 on;this,iIatte1 a City£ounc t Chambers. Citjr steati'nof�!+Fces bcieffydescribed ash ''t " ` Pat.Chaliter2,Article.{ltRSea 2 262(C�of the Gity`s Code of Ordinance.:ttie Cauriral .A � .., �.�; that is in in its'obllgations tottie City. OMMIINICATIONS�.INFRASTRUCTURE _" " w' 4' ' z ; award a covet acf to a comPanY •1KN.PORT •ARTHUR BETWEEN;SAN AFLTONICI AVENUErANI? . r , fi' f ;_ ~�. : , .SHREVEPORTAVFIIFIE r _ q .. ., ".` p 3iwaytr r > '•• . ..., a • s, ;`.;. ; r ' `':: i ' „,,,,.octQnermedeadlmestated_abovere, ardiessof ettlod'of' $ #b delixer};enrill:not beconsidered and returned Lnppeneii. Copies of;the Specifications and other`Contract Documents are oir file.iri the;PurchasingOffice;444= -4ftf Street;City of Port Arthur'and are open for public,inspection°:Wj�out charge:TEiey.can alscrbe_ retrieved.frontrthe`Cit}Jswebsiteatviwwportarthurcgoy/birrs:aso or):-e utilicodrehase:oort� -NON-MANDATORY PRE-BID MEETING IS SCHEDULED;FCIR':2:00 P..M.i1.ON THURSDAY SEPTEMBER•25x 2025�AT CITY HALL 5TH;FLOOR'COUNCIL CHAMBERS LOCATED tT;4444 `4T1i STREET;PORT ARTHUR;TEXAS: ` I. ' .b� ," sss-k:ti;�R' ' -'w The.City;ofPartArthurreseivestherg ttofejectany;andailbidsendto'waive:informalities.: Par Chapter2:Article t!f.Sec...2262(C)of'the City''s'Code-of Ordinance;'ttie Cri Council shalt"nof award a cor act to a corrtpariy-thafis Ir1arrears in its obligations fo.the-C � -.a . a • r 1 ?ya PB%'. Y .:"• rri , N ;. _ , e61.dtl .. r '� , „c,tg'. Y f PR No. 24604 10/17/25 ht Exhibit "B" (Bid Tabulation) 1WAI .. ARCENEAUX WILSON&COLE engineering I surveying I planning October 17, 2025 Mr. Cliff Williams City of Port Arthur 444 Fourth Street Port Arthur, Texas 77640 RE: RECOMMENDATION OF AWARD Telecommunications Infrastructure Improvements in Downtown Port Arthur Between San Antonio Ave. and Shreveport Ave. AWC Job No.: CPA-986 Dear Mr. Williams, On October 10, 2025, the City of Port Arthur received two (5) sealed bids for Telecommunications Infrastructure Improvements in Downtown Port Arthur Between San Antonio Ave. and Shreveport Ave project in Port Arthur, Texas. The bids were opened and read aloud during the public bid opening. There were a total of (4) responsive bids and (1) bid deemed non-responsive due to mathematical errors in the bid. It is our recommendation that the City of Port Arthur awards the project based on the lowest responsive bid submitted by NW Atlas Services of Florence, Texas, in the amount of $1,132,398.82. A copy of the Bid Tabulation is enclosed for your information. On behalf of the City of Port Arthur, Arceneaux Wilson & Cole LLC (AWC) has evaluated the bid documentation for each submitted bid. All Bid Packages were submitted with the required contents and acknowledged receipt of Addenda No. 1. No substitutions were submitted. Sincerely, ARCENEAUX WILSON & COLE LLC Keestan X. Cole, PE Vice-President AWC 409.724.7888 Central Mall Drive Port Arthur,TX 77642 Engineering Surveying awceng.com F-10-94 94049 • N 3 a 0 A W N J 3 4 N 3 a P N D A W N-t 3 a . N Rp^Ob Ag D pfD - N R°"OD �T Q PtD O • Nov �33000`= ina NOD 3 ° 0$7 � g m n'�O 3 w a n R N o a mD O D i m 3 m O.n D N o=r22 omi x a d m a 3m m m m 5 n ;-° a m a o m A m o n 2 m v o A >P3 D0l» ' n3v `3--=m Dog n� n3mg<o=Pm a �n ill!" ":0 =�` 02Sm o �3d °So d�=-° Aooa am xi • »l" E g ,., N cog xoa„ 5 R�"m � S �xxoama0 z oZ m�oa g d3 $ on m moa d3 � on3x 7C N m n m m v F T ' 3,t5 a m m v T i 0 t n �C N.N m ago a N3 i ago a m E * m 3 o '� =xu o < cx5a xX o H m .', . 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O O N yNNC y N N N N N C N N N C N N N N N N N C m A P J a V W N* Cr 0 N _ N V - a co -13 0 8 N N m J O N N pp N 0 9 x n N N A 0 0 o o p O n N N n O m O p p 0 O O m O b O O O m C O m O b O G O' Z — 00 O O O O O O O O O .0 0. • Q H a a i N N N N N NN N N Nfn NVN 70 2C CI > A > m N N > A 3 N jy N N O 3 P N 'a W UI{n 3 C 0 N N o O A A Sn CO P O VINO P N C°.o ,o N o n p W W P cr.C 0 0 'a A A V C P'a'C W W P A Oo 0 C -40 P N P P, O N N 8 P] I0 N N 0 P O N A W P 0 3 O r W F.A A r, co O co O Oe, P copy. O O N P 00., Mr O O O C G C O O O O O P. 0 O O O O COO O O O 0 0 O 0 0 O P. 0 0 O O O O O .0 O O O PR No. 24604 10/17/25 ht Exhibit "C" (Contract) CHARLOTTE M.MOSES,MAYOR -= RONALD BURTON,CPM HAROLD L.DOUCET,SR., City of CITY MANAGER MAYOR PRO TEM � 1} SHERRI BELLARD,TRMC COUNCIL MEMBERS: ..1— CITY SECRETARY WILLIE BAE LEWIS,JR. n r t r t h u r TIFFANY L.HAMILTON EVERFIELD ROXANN PAIS COTRONEO DONEANE BECKCOM i` iris CITY ATTORNEY THOMAS KINLAW,HI DONALD FRANK,SR. SEPTEMBER 18, 2025 INVITATION TO BID TELECOMMUNICATIONS INFRASTRUCTURE IMPROVEMENTS IN DOWNTOWN PORT ARTHUR BETWEEN SAN ANTONIO AVENUE AND SHREVEPORT AVENUE DEADLINE: Sealed Bid submittal must be received and time stamped by 3:00 p.m., Central Standard Time, Wednesday, October 8, 2025. (The clock located in the City Secretary's office will be the official time.) All bids received will be read aloud at 3:15 p.m. on Wednesday, October 8, 2025 in the City Council Chambers,City Hall,5th Floor, Port Arthur, TX. You are invited to attend. MARK ENVELOPE:P25-082 DELIVERY ADDRESS: Please submit one(1)original and one(1)copy of your bid to: CITY OF PORT ARTHUR CITY OF PORT ARTHUR CITY SECRETARY or CITY SECRETARY P.O. BOX 1089 444 4TH STREET, 4th Floor PORT ARTHUR, TEXAS 77641 PORT ARTHUR,TEXAS 77640 POINTS OF CONTACT: Questions concerning the Invitation to Bid or Scope of Work should be directed in writinf to: City of Port Arthur, TX Clifton Williams, Purchasing Manager P.O. Box 1089 Port Arthur, TX 77641 clifton.williamsaportarthur tx.gov EDA AWARD NUMBER 08-79-05480 Purchasing Division/Finance Department I Purchasing Manager,Clifton Williams P.O.Box 10891444 4th Street I Port Arthur,Texas 776411 409.983.8160 !Fax 409.983.8291 The enclosed Invitation to Bid (ITB) and accompanying General Instructions, Conditions and Specifications are for your convenience in submitting bids for the enclosed referenced services for the City of Port Arthur. This project will be partially funded with Federal funds from the United States Department of Commerce, Economic Development Administration and therefore is subject to the Federal laws and regulations associated with that program. Attention is called to the fact that not less than,the federally determined prevailing (Davis-Bacon and Related Acts) wage rate, contained in the contract documents, must be paid on this project. In addition, the successful bidder must ensure that employees and applicants for employment are not discriminated against because of race,color,religion, sex age or national origin. All contractors/subcontractors that are debarred, suspended or otherwise excluded from or ineligible for participation on federal assistance programs may not undertake any activity in part or in full under this project. Bids must be signed by a person having authority to bind the firm in a contract. Bids shall be placed in a sealed envelope, with the Vendor's name and address in the upper left-hand corner of the envelope. ALL BIDS MUST BE RECEIVED IN THE CITY SECRETARY'S OFFICE BEFORE OPENING DATE AND TIME. It is the sole responsibility of the firm to ensure that the sealed ITB submittal arrives at the above location by specified deadline regardless of delivery method chosen by the firm. Faxed or electronically transmitted ITB submittals will not be accepted. eleAm, (.lia r Clifton Williams Purchasing Manager INVITATION TO BID TELECOMMUNICATIONS INFRASTRUCTURE IMPROVEMENTS IN DOWNTOWN PORT ARTHUR BETWEEN SAN ANTONIO AVENUE AND SHREVEPORT AVENUE (To be Completed ONLY IF YOU DO NOT BID) FAILURE TO RESPOND TO BID SOLICITATIONS FOR TWO (2) BID PERIODS MAY RESULT IN REMOVAL FROM THE VENDOR'S LIST. However, if you are removed you will be reinstated upon request. In the event you desire not to submit a bid, we would appreciate your response regarding the reason(s). Your assistance in completing and returning this form in an envelope marked with the enclosed bid would be appreciated. NO BID is submitted: this time only not this commodity/service only Yes No Does your company provide this product or services? Were the specifications clear? Were the specifications too restrictive? Does the City pay its bills on time? Do you desire to remain on the bid list for this product or service? Does your present work load permit additional work? Comments/Other Suggestions: Company Name: Person Completing Form: Telephone: Mailing Address: Email: City, State, Zip Code: Date: 4 NON-MANDATORY PRE-BID CONFERENCE A Non-Mandatory Pre-Bid Conference between Representatives of the City of Port Arthur, Texas and prospective bidders for Telecommunication Infrastructure Improvements in Downtown Port Arthur is scheduled for September 25, 2025 at 2:00 P.M., at the City Hall 5t Floor Council Chamber located 444 42 Street,Port Arthur,Texas. The purpose of the Pre-Bid Conference is to make certain that the scope of work is fully understood, to answer any questions, to clarify the intent of the Contract Documents, and to resolve any problems that may affect the project construction.No addendum will be issued at this meeting,but subsequent thereto,the Purchasing Manager, if necessary,will issue an addendum(s) to clarify the intent of the Contract Documents. SECTION A CONSTRUCTION CONTRACT AGREEMENT CONTRACT FOR TELECOMMUNICATIONS INFRASTRUCTURE IMPROVEMENTS IN DOWNTOWN PORT ARTHUR BETWEEN SAN ANTONIO AVENUE AND SHREVEPORT AVENUE THIS CONSTRUCTION AGREEMENT ("Agreement" or "Contract"), made this 4th day of. November, 2025, by and between the City of Port Arthur, a municipal corporation organized under the laws of the State of Texas, hereinafter called "OWNER", "Owner" "CITY", or "City" and NW Atlas Services a (n) hereinafter called "CONTRACTOR." WITNESSETH: That for and in consideration of the payment terms, conditions, and agreements set forth herein,OWNER and CONTRACTOR agree as follows: 1. The term of this Contract shall be from the date listed on the Notice to Proceed to April 30, 2026, unless terminated sooner under the provisions of this Contract. 2. The CONTRACTOR will perform work as stated in the Contract Documents. 3. During the term of this Contract, the Contractor will furnish at his own expense all the materials, supplies, tools, equipment, labor, and other services necessary to connection therewith, excepting those supplies specifically not required of the Contractor in the Contract Documents. 4. The CONTRACTOR agrees to perform all work described in the specifications and Contract Documents and to comply with the terms, in total, for the amount of $ 1,132,398.82. 5. The term "Contract Documents" means and includes the following, all of which are incorporated into and made part of this Agreement: A. CONSTRUCTION CONTRACT AGREEMENT B. ADVERTISEMENT FOR BIDS C. INFORMATION TO BIDDERS D. BID SCHEDULE E. BID BOND F. GENERAL CONDITIONS G. EDA CONTRACTING PROVISIONS H. PAYMENT BOND I. PERFORMANCE BOND J. NOTICE OF AWARD K. NOTICE TO PROCEED L. INSURANCE M. EDA SITE CERTIFICATE FORM N. ADDENDUM O. A FFIDAVIT P. NON-COLLUSION AFFIDAVIT Q. HOUSE BILL 89 VERIFICATION R. SB 252 CHAPTER 2252 CERTIFICATION S. CONFLICT OF INTEREST QUESTIONNAIRE T. WAGE DECISION U. SIGN SPECS V. CERTIFICATION REGARDING LOBBYING W. EEO REQUIREMENT FOR AFFIRMATIVE ACTION *DRAWING 6. This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. 7. IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed by their duly authorized officials, this Agreement in (2 copies), each of which shall be deemed an original on the date first above written. Signed on the day of , 2025. ATTEST CITY OF PORT ARTHUR BY City Secretary Signed on the day of , 2025. CONTRACTOR: Representative Print Name: Title: 1 SECTION B ADVERTISEMENT FOR BIDS , CITY OF PORT ARTHUR,TEXAS ADVERTISEMENT FOR BIDS NOTICE IS HEREBY GIVEN THAT sealed Bids, addressed to the City of Port Arthur,will be received at the Office of the City Secretary,City Hall 444 4th Street or P.O.Box 1089,Port Arthur, Texas 77641 no later than 3:00 P. M., Wednesday, October 8, 2025. Applicant names will be read aloud beginning at 3:15 P.M.,Wednesday,October 8,2025 on this date in the City Council Chambers, City Hall, 5th Floor for certain services briefly described as: TELECOMMUNICATIONS INFRASTRUCTURE IMPROVEMENTS IN DOWNTOWN PORT ARTHUR BETWEEN SAN ANTONIO AVENUE AND SHREVEPORT AVENUE Bids received after the deadline stated above, regardless of method of delivery, will not be considered and returned unopened. Copies of the Specifications and other Contract Documents are on file in the Purchasing Office, 444 4th Street, City of Port Arthur, and are open for public inspection without charge. They can also be retrieved from the City's website at www.portarthurtx.gov/bids.aspx or www.publicpurchase.com. NON-MANDATORY PRE-BID MEETING IS SCHEDULED FOR 2:00 P.M. ON THURSDAY, SEPTEMBER 25, 2025 AT CITY HALL 5TH FLOOR COUNCIL CHAMBERS LOCATED AT 444 4TH STREET,PORT ARTHUR,TEXAS. The City of Port Arthur reserves the right to reject any and all bids and to waive informalities. Per Chapter 2 Article VI Sec. 2-262(C) of the City's Code of Ordinance, the City Council shall not award a contract to a company that is in arrears in its obligations to the City. Cliftdn Williams Purchasing Manager FIRST PUBLICATION: September 17, 2025 SECOND PUBLICATION: September 24, 2025 • SECTION C INFORMATION TO BIDDERS • INFORMATION TO BIDDERS The following instructions are applicable to the Contract in addition to the requirements set forth in the ADVERTISEMENT FOR BIDS. 1. BID PROCEDURE Bids must be submitted in DUPLICATE upon the prescribed forms, or copies thereof, in sealed envelopes plainly marked. Bids shall be prepared in compliance with the requirements of the ADVERTISEMENT FOR BIDS, these instructions and the instructions printed on the prescribed forms. All blank places on the Proposal form must be filled in as noted,in ink,in both words and figures,with amounts extended and totaled,and no changes shall be made in the phraseology of the forms or of the items mentioned therein. In case of any discrepancy between the written amounts and the figures, the written amounts shall govern. If the Bidder does not bid on optional items (if shown in the Proposal form),"No Bid" shall be entered in the blank spaces therefore. Any bid may be deemed irregular which contains any omission,erasure, alteration, addition, irregularity of any kind or item not called for, or which does not contain prices set opposite to each of the several items in the Proposal form, or in which any of the prices are obviously unbalanced, or which shall in any manner fail to conform to the conditions of the published ADVERTISEMENT FOR BID. The Bidder shall sign his Proposal in the blank area provided therefore. If the bid is made by a partnership or corporation, the name and address of the partnership or corporation shall be shown, together with the name and address of the partners or officers. If the bid is made by a partnership, it must be acknowledged by one of the partners; if made by a corporation, by one of the officers thereof accompanied by Corporate Seal. In order to ensure consideration, the Proposal must be enclosed in a sealed envelope plainly identified by the name of the project and the Contract number, and addressed to the OWNER as prescribed in the ADVERTISEMENT FOR BID. Withdrawal or modifications to bids are effective only if written notice thereof is filed prior to time of bid opening and at the place specified in the ADVERTISEMENT FOR BID. A notice of withdrawal or modifications to a bid must be signed by the CONTRACTOR or his designated representative. No withdrawal or modifications shall be accepted after the time for opening of proposals. 2. BID SECURITY AND LIOUIDATED DAMAGES Bids shall be accompanied by a bid guarantee of not less than five percent(5%) Check or Cashier's Check payable without recourse to the City of Port Arthur, or a bid bond with corporate surety authorized to conduct business in Texas. Said security shall be submitted with the commence work at the specified time, and that in the event of the withdrawal of said bid within said period, or the failure to enter into said Contract, furnish said bonds and insurance and commence work within the time specified, the Bidder shall be liable to the OWNER for the difference between the amount specified in the bid in the amount for which the OWNER may otherwise procure the required work.Checks of all except the three lowest responsible Bidders will be returned when award is made; when the Contract is executed, the checks of the two remaining unsuccessful Bidders will be returned; that of the successful Bidder will be returned when formal Contract, bonds and insurance are approved,and work has commenced within the time specified The Bidder to whom the award is made shall execute and return the formal Contract with the OWNER and furnish Performance and Payment Bonds and required insurance Documents within ten (10) days after the prescribed forms are presented to him for signature. Said period will be extended only upon written presentation to the OWNER, within said period,of reasons which, in the sole discretion of the OWNER,justify an extension. If said Contract, bonds and insurance Documents are not received by the OWNER within said period or if work has not been commenced within the time specified,the OWNER may proceed to have the work required by the Plans and Specifications performed by any means at its command, and the Bidder shall be liable to the CITY OF PORT ARTHUR for any excess cost to the OWNER over his bid amount. Further, the bid guarantee shall be forfeited to the CITY OF PORT ARTHUR as liquidated damages and Bidder shall be liable to the CITY OF PORT ARTHUR for an additional amount of five percent (5%) of the bid amount as liquidated damages without limitation. The OWNER,within fifteen (15) calendar days of receipt of acceptable Performance and Payment Bonds, Insurance Documents and Contract signed by Bidder to whom Contract was awarded, shall sign and return executed duplicate of the Contract to said party. Should OWNER not execute the Contract within such period, the Bidder may, by written Notice to OWNER,withdraw his signed Agreement. 3. BONDS If the Contract exceeds Fifty Thousand Dollars ($50,000.00), a Payment Bond shall be furnished, and if the contract exceeds One Hundred Thousand Dollars ($100,000) a performance bond also, shall be furnished on prescribed forms in the amount of one hundred percent (100%) corporate surety duly authorized to do business in the State of Texas. Attorneys-in-fact who sign Bonds must file with each Bond a certified and effective date copy of their Power of Attorney. 4. NOTICE TO PROCEED Notice to Proceed shall be issued within fifteen (15)calendar days of the execution of the Contract by OWNER. Should there be any reasons why Notice to Proceed cannot be issued within such period, the time may be extended by mutual agreement between OWNER and CONTRACTOR. If Notice to Proceed has not been issued within the fifteen (15) calendar day period or a period mutually agreed upon, CONTRACTOR may terminate the Contract without liability on the part of either party. 5. JOB EXAMINATION Bidder should carefully examine and be familiar with the Plans, Specifications and other Documents and other conditions and matters which can in any way affect the work or the cost thereof. By submitting a bid, the CONTRACTOR acknowledges that he or his qualified representative has visited the job site and investigated and satisfied himself as to (a) the conditions affecting the work including but not limited of the physical conditions of the site which may bear upon site access, handling and storage of tools and materials, access to water, electric or other utilities or otherwise affect performance of required activities; (b) the character and quantity of all surface and subsurface materials or obstacles to be encountered in so far as this information is reasonably ascertainable from inspection of the site, including exploratory work done by the OWNER or a designated consultant. Failure to do all of the above will not relieve a successful Bidder of the obligation to furnish all material and labor necessary to carry out the provisions of the Contract Documents and to complete the contemplated work for the considerations set forth in the bid. Any information shown in the specifications or on the Plans in regard to subsurface data, test borings and similar conditions is to be considered approximate and does not relive the Bidder of the responsibility for its verification. OWNER is not responsible for any failure by the CONTRACTOR to acquaint himself with available information for estimating properly the difficulty or cost of successfully performing the work. The OWNER is not responsible for any conclusions or interpretations made by the CONTRACTOR on the basis of the information made available by the OWNER. In conformity with applicable statutes, the OWNER has adopted a labor classification and a minimum wage scale, which is included preceding the Specifications. 6. SALES TAX This Contract is issued by an organization which qualifies for exemption pursuant to the provisions of Section 151.209 of the Texas Limited Sales, Excise and Use Tax Act as codified in Chapter 151 of the Texas Tax Code. The CONTRACTOR'S attention is directed to the State of Texas Comptroller of Public Accounts Limited Sales, Excise and Use Tax rules and regulations Rulings regarding Repairmen and Contractors - Reference: Section 151.056 Texas Tax Code which, upon compliance with certain conditions, provides for exemption from this tax of non- consumable materials and equipment permanently incorporated into work done for an exempt organization,and to House Bill 11 amendments to Section 151.311 of the Tax Code(Vernon Supp. 1992) as they relate to separated contracts/bids in order for non-consumable materials and equipment to qualify for resale to the City of Port Arthur and be exempt from sales tax. Any Bidder may elect to exclude this sales tax from his bid. The bid and contract, however, must separately identify the charges for (1) non- consumable materials and equipment that are permanently incorporated into the project and(2)charges for skill, labor and consumable materials, tools and equipment which are not permanently incorporated into the project. This statement shall be included in and made part of the Contract. CONTRACTORS are required to have a sales tax permit issued by the Comptroller of the State of Texas in order to qualify under the exemption provisions and the separated Contractprocedure. The City of Port Arthur will issue a specific exemption certificate for a separated Contract to the CONTRACTOR in order that he does not have to pay taxes on qualifying materials and equipment purchased for and permanently incorporated into the City of Port Arthur project. The CONTRACTOR performing this Contract must issue to his suppliers an exemption certificate in lieu of the tax, said exemption certificate complying with all applicable State Comptroller's rulings, along with a copy of the certificate issued to him by the City of Port Arthur. The OWNER will make no further allowance for and will make no price adjustment above or below the originally bid unit prices on account of this tax. It shall be the CONTRACTOR'S sole responsibility, if CONTRACTOR has elected to exclude the sales tax from the bid, to comply with the aforementioned Rulings and with any other applicable rules,regulations or laws pertaining to the Texas Limited Sales, Excise and Use Tax which may now or at any time during the performance of this Contract be in effect, and the OWNER shall have no responsibility for any sales or use tax which the CONTRACTOR maybe required to pay as a result of CONTRACTOR'S failure or the OWNER'S failure to comply with said rules, regulations or laws, or as the result of the performance of the Contract or any part hereofby the CONTRACTOR. Bidders are cautioned that materials which are not permanently incorporated into the work (Example: Fuel, lubricants, tools, forming materials,etc.) are not eligible for exemption and are not to be included in the statement as "Non-Consumable Materials and Equipment". 7. FINANCIAL STATEMENT AND EXPERIENCE RECORD The Bidder will, upon request by the OWNER,furnish such information and data as OWNER may request to determine ability of the Bidder to perform the work, including, without limitation, a list of all jobs completed in the last 24 months giving name of OWNER, amountof Contract, description of the job, and name of OWNER'S representative who is familiar with the work performed by the CONTRACTOR. 8. INTERPRETATION OF PLANS AND SPECIFICATIONS Bidders desiring further information,or further interpretation of the Plans and Specifications must make request for such information in writing to the Architect/Engineer, not later than 96 hours before the bid opening. Answers to all such requests will be given in writing to all qualified Bidders, in Addendum form, and all addenda will be bound and made a part of the Contract Documents. No other explanation or interpretation will be considered official or binding. Should a Bidder find discrepancies in, or omissions from, the Plans, Specifications or other Contract Documents,or should a Bidder be in doubt as to their meaning,the Bidder should, no later than 96 hours prior to the bid opening, notify the Architect/Engineer in order that a written Addendum if necessary, may be sent to all Bidders prior to submission of the bids. Failure to request such clarification is a waiver to any claim by the Bidder for expense made necessary by reason of later interpretation of the Contract Documents by the OWNER. 9. AWARD OF CONTRACT Unless it elects to reject all bids, the OWNER will award the Contract as promptly as possible consistent with the time required for a thorough analysis of bids submitted. Award will be made to the lowest responsible Bidder submitting a responsive bid. The right is reserved to reject any or all bids and to waive technical defects, as the interest of the OWNER may require. A Bidder may withdraw his bid before the expiration of the time during which a bid may be submitted, without prejudice to himself, by submitting a written request for its withdrawal to the officer who holds it. 10. TIME OF COMPLETION Attention is directed to the requirement that each Bidder specify in his Proposal the time in which he will agree to complete the work. The time required for completion of the work will be a consideration in the determination of the successful Bidder. Unless otherwise specified, Bidder must state time in consecutive calendar days, including,but not limited to, all Saturdays, Sundays, and Federal, State and holidays. 11. SUBSTITUTIONS Where materials or equipment are specified by a trade or brand name,it is not the intention of the OWNER to discriminate against an equal product of another manufacturer,but rather to set a definite standard of quality or performance,and to establish an equal basis for the evaluation of bids. 12. LAWS All applicable laws, ordinances and the rules and regulations of all authorities having jurisdiction over construction of the project shall apply to the Contract throughout. EOUAL OPPORTUNITY Bidder agrees to abide by the requirement under Executive Order No. 11246, as amended, including specifically the provisions of the equal opportunity clause set forth in the Contract Documents. 13. MATERIAL SUPPLIERS AND SUBCONTRACTORS Low bidder shall supply the names and addresses of major material suppliers and Subcontractors when requested to do so by the OWNER. 14. RETAINAGE Five percent (5%) of the amount of each periodic progress payment shall be retained, by OWNER, until final completion and acceptance of all work under the CONTRACT. 15. UNIT PRICES If the Contract may be let on a unit price basis, the Specifications furnished to bidders shall contain approximate quantities estimated upon the best available information, but the compensation to be paid to the CONTRACTOR shall be based upon the actual quantities constructed or supplied. 16. BID PROTESTS a. Notice of Protest. A Bidder wishing to protest any aspect of the procurement process must do so in writing and submit to the Purchasing Manager. The written protest should include, at a minimum: a. Both the name and address of the protester. b. The name of the bid being protested. c. A statement of the grounds for protest and any supporting documentation. d. A protest may be submitted to the Purchasing Manager no later than five (5) working days after the bid opening date or any City determination or recommendation regarding the Bidder's bid, as applicable. b. Staff Review. A protest must be in writing and supported by sufficient information in order to be considered. A decision and response to the protest will be prepared by the Purchasing Manager or his designee, in consultation with the department and the City Attorney, within fifteen (15)days of receipt of the protest. Within the fifteen(15)day time period, the City will: a. Allow for an informal conference on the merits of the protest with all interested parties. b. Allow for reconsideration if data becomes available that was not previously known, or if there has been an error of law or regulation. c. Render a decision supporting or canceling the award, such decision shall be in the form of a staff recommendation. c. Appeals. If the protesting vendor does not agree with staff recommendation, they may appeal to the City Council by contacting the City Secretary. Staff recommendations will be made available for public review prior to consideration by the City Council. SECTION D BID SCHEDULE; BID TO: CITY OF PORT ARTHUR 444 4TH STREET P.O. BOX 1089 CITY OF PORT ARTHUR, TEXAS 77640 Proposal of N. -'v )is.:s cz S (hereinafter called "BIDDER"), organized and existing under the laws of the State of Texas doing business as tj p 4_4-5 , and acting by and through to the CITY OF PORT ARTHUR, Port Arthur, Texas (hereinafter called "OWNER"). In compliance with your Advertisement for Bids, BIDDER hereby proposes to perform all work for the construction of Telecommunications Infrastructure Improvements in Downtown Port Arthur Between San Antonio Avenue and Shreveport Avenue, in strict accordance with the Contract Documents, within the time set forth in the Notice to Proceed, and at the prices stated below, and Bidder shall enter into Contract for same within the time specified in Contract Documents. By submission of this BID, each BIDDER certifies, and in the case of a joint BID, each party thereto certifies as to his own organization, that this BID has been arrived at independently, without consultation, communication, or agreement as to any matter relating to this BID with any other BIDDER or with any competitor. BIDDER hereby agrees to commence WORK under this Contract on or before a date to be specified in the Notice to Proceed and to fully complete the PROJECT on or before April 30, 2026, including, but not limited to, all Saturdays, Sundays, and Federal, State, and City holidays thereafter. BIDDER further agrees to pay as liquidated damages, the sum of S500 for each consecutive calendar day thereafter including, but not limited to, all Saturdays, Sundays, and Federal, State and City holidays as provided in Section 51 of the General Conditions. Enclosed is bid security as required. BIDDER acknowledges receipt of the following ADDENDUM: *Insert "a corporation," "a partnership," or "an individual" as applicable. Bid Schedule A will be first awarded, and if funds allow, Schedule B will be secondly awarded. BIDDER agrees to perform all the work described in the Contract Documents for the following unit prices or lump sum: D-1 Item Approx. Description of Item with Unit No. Qty. Unit Unit Price Written in Words Price Amount BASE BID ITEMS (SCHEDULE A - SAN ANTONIO AVENUE TO WACO AVENUE) Mobilization, Insurance, and Bonds 1. 1 L.S. @ C Y1L-e^r'-? %.cry 0Kd Per L.S. $ I O,CCt? $ ISc , eta Electrical Pullboxes-48"X 72" =4f-en 2. 5 EA A frOtre Per EA $ 4.0 3 .aO $ 2 t t 01,;1•60 6" SCH 40 Electrical Conduit - Installed by Open Trench or Horizontal Directional Drill 3. 2,956 L.F. @ 1-: dDU-,s AA d t. �y � $ SC_ 4Z $i ,Oyt: CZ- Per L.F. Fiber Optic Pullboxes-30" X 48" @ G L f -0,-5,A, �. 4. 5 EA Per EA $ i32(0 , So $ t0,(c 3 Z.co 4" Opti-Com Systems Fiber Optic Conduit or Approved Equal. Installed by Open Trench or Horizontal Directional Drill 5. 2,960 L.F. c.cy�� ,,;- e dell t15 $ y9 _S(, $ I4(c,czx2. 00 Per L.F. D-2 Item Approx. Description of Item with Unit No. Qty. Unit Unit Price Written in Words Price Amount Stormwater Pollution Prevention Plan Design and Implementation 6. 1 L.S. @ /: -1����.-� Per L.S. $ 29 00.0 cc $ Z9‘c j co TOTAL AMOUNT BID BASE BID SCHEDULE A $ 5 L .2(1) "OZ D-3 Item Approx. Description of Item with Unit No. Qty. Unit Unit Price Written in Words Price Amount SUPPLEMENTAL BID ITEMS (SCHEDULE A — SAN ANTONIO AVENUE TO WACO AVENUE) Demo and Removal of Existing Asphalt 1. 2,664 S.Y. Per S.Y. $ (Dcb. CO $ 11 ,15z co. 1 '/2" Type D Asphalt @ 1-0• i � 2. 2,664 S.Y. Per S.Y. $ I:. $ 119,W) .00 TOTAL AMOUNT BID SUPPLEMENTAL ITEMS SCHEDULE A $ 3c`I 032 - 00 D-4 Item Approx. Description of Item with Unit No. Qty. Unit Unit Price Written in Words Price Amount BASE BID ITEMS (SCHEDULE B —WACO AVENUE TO SHREVEPORT AVENUE) Electrical Pullboxes—48" X 72" Pc:., Th r I.,- 1. 4 EA Per EA $ ',tot ; !IC $14, 053 tcC' 6" SCH 40 Electrical Conduit — Installed by Open Trench or Horizontal Directional Drill 2. 1,460 L.F. @ ;4A-u LR7f }¢ FLU $ 5i Z $ .13, 6(7 ,i0 Per L.F. Fiber Optic Pullboxes—30" X 48" 3. 2 EA -t•..-zA) ;-.; ,i Per EA $ 1,3zt, -co $ Zt,SS , cc 4" Opti-Com Systems Fiber Optic Conduit or Approved Equal. Installed by Open Trench or Horizontal Directional Drill 4. 1,460 L.F. @ $ Lit- s° $ 7Z,a10 coo Per L.F. Stormwater Pollution Prevention Plan Design and Implementation 5. 1 L.S. Per L.S. $ !' boo $ tS coo TOTAL AMOUNT BID BASE BID SCHEDULE B $ 1 19 , W D-5 Item Approx. Description of Item with Unit No. Qty. Unit Unit Price Written in Words Price Amount SUPPLEMENTAL BID ITEMS (SCHEDULE B —WACO AVENUE TO SHREVEPORT AVENUE) Demo and Remove Existing Asphalt @ ,rr V\3 1. 1,332 S.Y. Per S.Y. $ ti, oa $ 51(0.00 1 '/2"Type D Asphalt 2. 1,332 S.Y. Per S.Y. $ LiS $ 59 ,940. do TOTAL AMOUNT SUPPLEMENTAL ITEMS SCHEDULE B $ ISM , S-114' , oc) TOTAL AMOUNT BID $ 132 , 3 •ScZ D-6 SUBSTITUTIONS 1. (Add) (Deduct) $ r' 2. (Add) (Deduct) $ ►J/1' Unit prices are to be expressed in both words and figures. In case of a discrepancy, the amount shown in words shall govern. The above unit prices shall include all labor, materials, equipment, bailing, shoring, removal, overhead, profit, insurance, etc. to cover the finished work of the several kinds called for. BIDDER understands that the OWNER reserves the right to reject any or all bids and to waive any informalities in the bidding. In addition, the OWNER reserves the right to award the Contract on the basis of TOTAL AMOUNT BID or TOTAL AMOUNT BID with Substitution(s) or TOTAL AMOUNT BID plus any Alternate(s)described above which is most advantageous to the OWNER. The BIDDER agrees that this bid shall be good and may not be withdrawn for a period of sixty (60)calendar days after the scheduled closing time for receiving bids. The undersigned BIDDER hereby declares that he agrees to do the work, and that no representations made by the Owner are in any sense a warranty, but are mere estimates for the guidance of the Contractor. Upon receipt of the notice of acceptance of the bid, the BIDDER will execute the formal Contract attached within ten (10) working days and will deliver a Performance and a Payment Bond to insure payment for all labor and materials. The bid security attached, without endorsement, in the sum of no less than five percent (5%) of the amount bid, is to become the property of THE CITY OF PORT ARTHUR, TEXAS, in the event the contract and bonds are not executed within the time above set forth, as liquidated damages without limitation. Respectfully submitted: tJ . , Allus 5�dvIce5 Ito(D+o Abbot-4- 6p( Lr, riot nc"r. fiX 7tsS"2-1 (NAME OF CONTRACTOR) (ADDRESS) BY: us�• n r 10(}'[A 20-1 - z - O L2 3 (TELEPHONE NUMBER) 1'1'1'LE: ►MU 1q- c I G�( �,�✓ ) (LICENSE NUMBER IF APPLICABLE) DATE: 10 lq( 7,; D-7 (SEAL,IF BIDDER IS A CORPORATION) (ATTEST) CITY OF PORT ARTHUR EXCEPTION /APPROVED EQUAL REQUEST [Please submit this form for each exception/approved equal] VENDOR: 1'ELEFAX: PROJECT: PAGE: of PARAGRAPH: SUBJECT: N/A REQUEST: Ni .2y(-----7 3 ignature FOR CITY OF PORT ARTHUR USE ONLY APPROVED: DISAPPROVED: CLARIFICATION: REMARKS: Signature CITY OF PORT ARTHUR D-8 SECTION E BID BOND N. W Atlas Services LLC submitted check 1333 for $56,619.94 with their bid. Copy of check is in the file. SECTION F GENERAL CONDITIONS STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT TABLE OF CONTENTS Page ARTICLE 1— Definitions and Terminology 1 1.01 Defined Terms 1 1.02 Terminology 5 ARTICLE 2— Preliminary Matters 6 2.01 Delivery of Bonds and Evidence of Insurance 6 2.02 Copies of Documents 6 2.03 Before Starting Construction 6 2.04 Preconstruction Conference; Designation of Authorized Representatives 7 2.05 Initial Acceptance of Schedules 7 2.06 Electronic Transmittals 7 ARTICLE 3— Documents: Intent, Requirements, Reuse 8 3.01 Intent 8 3.02 Reference Standards 8 3.03 Reporting and Resolving Discrepancies 8 3.04 Requirements of the Contract Documents 9 3.05 Reuse of Documents 10 ARTICLE 4—Commencement and Progress of the Work 10 4.01 Commencement of Contract Times; Notice to Proceed 10 4.02 Starting the Work 10 4.03 Reference Points 10 4.04 Progress Schedule 10 4.05 Delays in Contractor's Progress 11 ARTICLE 5 —Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions 12 5.01 Availability of Lands 12 5.02 Use of Site and Other Areas 12 5.03 Subsurface and Physical Conditions 13 5.04 Differing Subsurface or Physical Conditions 13 5.05 Underground Facilities 15 EJCDC®C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Coundl of Engineering Companies and American Society of Civil Engineers. All rights reserved. Page i 5.06 Hazardous Environmental Conditions at Site 16 ARTICLE 6— Bonds and Insurance 18 6.01 Performance, Payment, and Other Bonds 18 6.02 Insurance—General Provisions 19 6.03 Contractor's Insurance 20 6.04 Owner's Liability Insurance 23 6.05 Property Insurance 23 6.06 Waiver of Rights 25 6.07 Receipt and Application of Property Insurance Proceeds 25 ARTICLE 7—Contractor's Responsibilities 26 7.01 Supervision and Superintendence 26 7.02 Labor;Working Hours 26 7.03 Services, Materials,and Equipment 26 7.04 "Or Equals" 27 7.05 Substitutes 28 7.06 Concerning Subcontractors, Suppliers,and Others 29 7.07 Patent Fees and Royalties 31 7.08 Permits 31 7.09 Taxes 32 7.10 Laws and Regulations 32 7.11 Record Documents 32 7.12 Safety and Protection 32 7.13 Safety Representative 33 7.14 Hazard Communication Programs 33 7.15 Emergencies 34 7.16 Shop Drawings,Samples,and Other Submittals 34 7.17 Contractor's General Warranty and Guarantee 36 7.18 Indemnification 37 7.19 Delegation of Professional Design Services 37 ARTICLE 8—Other Work at the Site 38 8.01 Other Work 38 8.02 Coordination 39 8.03 Legal Relationships 39 EJCDCs C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies and American Society of Civil Engineers. All rights reserved. Page ii ARTICLE 9—Owner's Responsibilities 40 9.01 Communications to Contractor 40 9.02 Replacement of Engineer 40 9.03 Furnish Data 40 9.04 Pay When Due 40 9.05 Lands and Easements; Reports, Tests, and Drawings 40 9.06 Insurance 40 9.07 Change Orders 40 9.08 Inspections,Tests, and Approvals 41 9.09 Limitations on Owner's Responsibilities 41 9.10 Undisclosed Hazardous Environmental Condition 41 9.11 Evidence of Financial Arrangements 41 9.12 Safety Programs 41 ARTICLE 10— Engineer's Status During Construction 41 10.01 Owner's Representative 41 10.02 Visits to Site 41 10.03 Project Representative 42 10.04 Rejecting Defective Work 42 10.05 Shop Drawings, Change Orders and Payments 42 10.06 Determinations for Unit Price Work 42 10.07 Decisions on Requirements of Contract Documents and Acceptability of Work 42 10.08 Limitations on Engineer's Authority and Responsibilities 42 10.09 Compliance with Safety Program 43 ARTICLE 11 —Amending the Contract Documents; Changes in the Work 43 11.01 Amending and Supplementing Contract Documents 43 11.02 Owner-Authorized Changes in the Work 44 11.03 Unauthorized Changes in the Work 44 11.04 Change of Contract Price 44 11.05 Change of Contract Times 45 11.06 Change Proposals 45 11.07 Execution of Change Orders 46 11.08 Notification to Surety 47 ARTICLE 12—Claims 47 EJCOC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page iii 12.01 Claims 47 ARTICLE 13—Cost of the Work; Allowances; Unit Price Work 48 13.01 Cost of the Work 48 13.02 Allowances 50 13.03 Unit Price Work 51 ARTICLE 14—Tests and Inspections; Correction, Removal or Acceptance of Defective Work 52 14.01 Access to Work 52 14.02 Tests,Inspections, and Approvals 52 14.03 Defective Work 53 14.04 Acceptance of Defective Work 53 14.05 Uncovering Work 53 14.06 Owner May Stop the Work 54 14.07 Owner May Correct Defective Work 54 ARTICLE 15— Payments to Contractor; Set-Offs; Completion; Correction Period 55 15.01 Progress Payments 55 15.02 Contractor's Warranty of Title 58 15.03 Substantial Completion 58 15.04 Partial Use or Occupancy 59 15.05 Final Inspection 59 15.06 Final Payment 59 15.07 Waiver of Claims 61 15.08 Correction Period 61 ARTICLE 16—Suspension of Work and Termination 61 16.01 Owner May Suspend Work 61 16.02 Owner May Terminate for Cause 62 16.03 Owner May Terminate For Convenience 63 16.04 Contractor May Stop Work or Terminate 63 ARTICLE 17— Final Resolution of Disputes 64 17.01 Methods and Procedures 64 ARTICLE 18— Miscellaneous 64 18.01 Giving Notice 64 18.02 Computation of Times 64 18.03 Cumulative Remedies 64 EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies and American Society of Civil Engineers. All rights reserved. Page iv 18.04 Limitation of Damages 65 18.05 No Waiver 65 18.06 Survival of Obligations 65 18.07 Controlling Law 65 18.08 Headings 65 EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page v ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Wherever used in the Bidding Requirements or Contract Documents,a term printed with initial capital letters, including the term's singular and plural forms, will have the meaning indicated in the definitions below. In addition to terms specifically defined, terms with initial capital letters in the Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Contract Documents. 2. Agreement—The written instrument,executed by Owner and Contractor,that sets forth the Contract Price and Contract Times,identifies the parties and the Engineer, and designates the specific items that are Contract Documents. 3. Application for Payment—The form acceptable to Engineer which is to be used by Contractor during the course of the Work in requesting progress or final payments andwhich is to be accompanied by such supporting documentation as is required by the Contract Documents. 4. Bid—The offer of a Bidder submitted on the prescribed form setting forth the pricesfor the Work to be performed. 5. Bidder—An individual or entity that submits a Bid to Owner. 6. Bidding Documents—The Bidding Requirements, the proposed Contract Documents, and all Addenda. 7. Bidding Requirements—The advertisement or invitation to bid, Instructions to Bidders,Bid Bond or other Bid security, if any,the Bid Form, and the Bid with any attachments. 8. Change Order—A document which is signed by Contractor and Owner and authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times,or other revision to the Contract,issued on or after the Effective Date of the Contract. 9. Change Proposal—A written request by Contractor,duly submitted in compliance with the procedural requirements set forth herein, seeking an adjustment in Contract Price or Contract Times,or both;contesting an initial decision by Engineer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents;challenging a set-off against payments due; or seeking other relief with respect to the terms of the Contract. 10. Claim—(a)A demand or assertion by Owner directly to Contractor,duly submitted in compliance with the procedural requirements set forth herein: seeking an adjustment of Contract Price or Contract Times, or both; contesting an initial decision by Engineer concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents;contesting Engineer's decision regarding a Change Proposal;seeking resolution of a contractual issue that Engineer has declined to address;or seeking other relief with respect to the terms of the Contract;or(b)a demand or assertion by Contractor directly to Owner,duly submitted in compliance with the procedural requirements set forth herein, contesting Engineer's decisionregarding a Change Proposal; or seeking resolution of a contractual issue that Engineer EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Gvil Engineers.All rights reserved. Page 1 of 65 has declined to address.A demand for money or services by a third party is not a Claim. 11. Constituent of Concern—Asbestos, petroleum, radioactive materials, polychlorinated biphenyls(PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response,Compensation and Liability Act,42 U.S.C.§§9601 et seq.("CERCLA");(b) the Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; (c) the Resource Conservation and Recovery Act,42 U.S.C.§§6901 et seq.("RCRA");(d)the Toxic Substances Control Act, 15 U.S.C.§§2601 et seq.;(e)the Clean Water Act,33 U.S.C.§§1251 et seq.;(f)the Clean Air Act,42 U.S.C.§§7401 et seq.;or(g)any other federal,state, or local statute, law, rule, regulation, ordinance, resolution, code, order,or decree regulating,relating to,or imposing liability or standards of conduct concerning, any hazardous,toxic,or dangerous waste, substance, or material. 12. Contract—The entire and integrated written contract between the Owner and Contractor concerning the Work. 13. Contract Documents—Those items so designated in the Agreement, and which together comprise the Contract. 14. Contract Price—The money that Owner has agreed to pay Contractor for completionof the Work in accordance with the Contract Documents. . 15. Contract Times—The number of days or the dates by which Contractor shall: (a) achieve Milestones,if any;(b)achieve Substantial Completion;and(c)completethe Work. 16. Contractor—The individual or entity with which Owner has contracted for performance of the Work. 17. Cost of the Work—See Paragraph 13.01 for definition. 18. Drawings—The part of the Contract that graphically shows the scope, extent, andcharacter of the Work to be performed by Contractor. 19. Effective Date of the Contract—The date, indicated in the Agreement, on which theContract becomes effective. 20. Engineer—The individual or entity named as such in the Agreement. 21. Field Order—A written order issued by Engineer which requires minor changes in the Work but does not change the Contract Price or the Contract Times. 22. Hazardous Environmental Condition—The presence at the Site of Constituents of Concern in such quantities or circumstances that may present a dangerto persons or property exposed thereto. The presence at the Site of materials that are necessary forthe execution of the Work,or that are to be incorporated in the Work, and that are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract,does not establish a Hazardous Environmental Condition. 23. Laws and Regulations;Laws or Regulations—Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies,authorities, and courts having jurisdiction. EICDC®C•700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of civil Engineers.All rights reserved. Page 2 of 65 24. Liens—Charges,security interests, or encumbrances upon Contract-related funds, real property, or personal property. 25. Milestone—A principal event in the performance of the Work that the Contract requires Contractor to achieve by an intermediate completion date or by a time prior to Substantial Completion of all the Work. 26. Notice of Award—The written notice by Owner to a Bidder of Owner's acceptance of the Bid. 27. Notice to Proceed—A written notice by Owner to Contractor fixing the date on which the Contract Times will commence to run and on which Contractor shall start toperform the Work. 28. Owner—The individual or entity with which Contractor has contracted regarding the Work, and which has agreed to pay Contractor for the performance of the Work, pursuant to the terms of the Contract. 29. Progress Schedule—A schedule, prepared and maintained by Contractor, describingthe sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. 30. Project—The total undertaking to be accomplished for Owner by engineers, contractors, and others, including planning, study, design, construction, testing, commissioning, and start-up, and of which the Work to be performed under the Contract Documents is a part. 31. Project Manual—The written documents prepared for, or made available for, procuring and constructing the Work, including but not limited to the Bidding Documents or other construction procurement documents, geotechnical and existing conditions information,the Agreement, bond forms, General Conditions, Supplementary Conditions,and Specifications.The contents of the Project Manual may be bound in one or more volumes. 32. Resident Project Representative—The authorized representative of Engineer assigned to assist Engineer at the Site. As used herein,the term Resident Project Representativeor"RPR" includes any assistants or field staff of Resident Project Representative. 33. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and that establish the standards by which such portion of the Work will be judged. 34. Schedule of Submittals—A schedule, prepared and maintained by Contractor, of required submittals and the time requirements for Engineer's review of the submittals and the performance of related construction activities. 35. Schedule of Values—Aschedule,prepared and maintained by Contractor,allocating portions of the Contract Price to various portions of the Work and used as the basis forreviewing Contractor's Applications for Payment. 36. Shop Drawings—All drawings,diagrams,illustrations,schedules,and other data or information that are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. EICDC®C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 3 of 65 37. Site—Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements,and such otherlandsfurnished by Owner which are designated for the use of Contractor. 38. Specifications—The part of the Contract that consists of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 39. Subcontractor—An individual or entity having a direct contract with Contractor or withany other Subcontractor for the performance of a part of the Work. 40. Substantial Completion—The time at which the Work(or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents,so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed"as applied to all or part of the Work refer to Substantial Completion thereof. 41. Successful Bidder—The Bidder whose Bid the Owner accepts, and to which the Owner makes an award of contract,subject to stated conditions. 42. Supplementary Conditions—The part of the Contract that amends or supplements these General Conditions. 43. Supplier—A manufacturer,fabricator,supplier,distributor,materialman,or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or a Subcontractor. 44. Technical Data—Those items expressly identified as Technical Data in the Supplementary Conditions,with respect to either(a) subsurface conditions at the Site,or physical conditions relating to existing surface or subsurface structures at the Site(except Underground Facilities)or(b)Hazardous Environmental Conditions at the Site.If no such express identifications of Technical Data have been made with respect to conditions at the Site,then the data contained in boring logs, recorded measurements of subsurface water levels, laboratory test results, and other factual, objective information regarding conditions at the Site that are set forth in any geotechnical or environmental report prepared for the Project and made available to Contractor are hereby defined as Technical Data with respect to conditions at the Site under Paragraphs 5.03, 5.04,and 5.06. 45. Underground Facilities—All underground pipelines,conduits, ducts, cables,wires, manholes,vaults,tanks,tunnels, or other such facilities or attachments, and any encasements containing such facilities, including but not limited to those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, fiber optic transmissions, cable television, water, wastewater, storm water, other liquids or chemicals,or traffic or other control systems. 46. Unit Price Work—Work to be paid for on the basis of unit prices. 47. Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents.Work includes and is the result of performing or providing all labor, services,and documentation necessary to produce such construction;furnishing,installing, and incorporating all materials EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 4 of 65 and equipment into such construction; and may include related services such as testing, start-up,and commissioning, all as required by the Contract Documents. 48. Work Change Directive—A written directive to Contractor issued on or after the Effective Date of the Contract, signed by Owner and recommended by Engineer, ordering an addition, deletion, or revision in the Work. 1.02 Terminology A. The words and terms discussed in the following paragraphs are not defined but,when used in the Bidding Requirements or Contract Documents,have the indicated meaning. B. Intent of Certain Terms or Adjectives: 1. The Contract Documents include the terms "as allowed," "as approved," "as ordered,""as directed"or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives "reasonable," "suitable," "acceptable," "proper," "satisfactory," or adjectives of like effect or import are used todescribe an action or determination of Engineer as to the Work. It is intended that such exercise of professional judgment,action,or determination will be solely to evaluate,in general,the Work for compliance with the information in the Contract Documents and with the design concept of the Project as a functioning whole as shown or indicated in the Contract Documents(unless there is a specific statement indicating otherwise).The use of any such term or adjective is not intended to and shall not be effective to assign to Engineer any duty or authority to supervise or direct the performance of the Work, or any duty or authority to undertake responsibility contrary to the provisions of Article 10 or any other provision of the Contract Documents. C. Day: 1. The word"day" means a calendar day of 24 hours measured from midnight to the nextmidnight. D. Defective: 1. The word "defective," when modifying the word "Work," refers to Work that is unsatisfactory,faulty, or deficient in that it: a. does not conform to the Contract Documents;or b. does not meet the requirements of any applicable inspection, reference standard,test, or approval referred to in the Contract Documents; or c. has been damaged prior to Engineer's recommendation of final payment (unless responsibility for the protection thereof has been assumed by Owner at Substantial Completion in accordance with Paragraph 15.03 or 15.04). E. Furnish, Install, Perform, Provide: 1. The word "furnish," when used in connection with services, materials, or equipment,shall mean to supply and deliver said services,materials,or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition. 2. The word"install,"when used in connection with services,materials,or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use. EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright m 2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society ofCvil Engineers.All rights reserved. Page 5 of 65 3. The words "perform" or "provide," when used in connection with services, materials, or equipment,shall mean to furnish and install said services, materials, or equipment complete and ready for intended use. 4. If the Contract Documents establish an obligation of Contractor with respect to specific services,materials,or equipment,but do not expressly use any of the four words "furnish," "install," "perform,"or "provide," then Contractor shall furnish and install said services,materials,or equipment complete and ready for intended use. F. Unless stated otherwise in the Contract Documents,words or phrases that have a well- known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning. ARTICLE 2—PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. Bonds: When Contractor delivers the executed counterparts of the Agreement to Owner,Contractor shall also deliver to Owner such bonds as Contractor may be required to furnish. B. Evidence of Contractor's Insurance:When Contractor delivers the executed counterparts of the Agreement to Owner,Contractor shall also deliver to Owner,with copies to each named insured and additional insured(as identified in the Supplementary Conditions or elsewhere in the Contract),the certificates and other evidence of insurance required to be provided by Contractor in accordance with Article 6. C. Evidence of Owner's Insurance: After receipt of the executed counterparts of the Agreement and all required bonds and insurance documentation,Owner shall promptly deliver to Contractor, with copies to each named insured and additional insured (as identified in the Supplementary Conditions or otherwise),the certificates and other evidence of insurance required to be provided by Owner under Article 6. 2.02 Copies of Documents A. Owner shall furnish to Contractor four printed copies of the Contract(including one fully executed counterpart of the Agreement),and one copy in electronic portable document format (PDF). Additional printed copies will be furnished upon request at the cost of reproduction. B. Owner shall maintain and safeguard at least one original printed record version of the Contract,including Drawings and Specifications signed and sealed by Engineer and other design professionals. Owner shall make such original printed record version of the Contract available to Contractor for review. Owner may delegate the responsibilities under this provision to Engineer. 2.03 Before Starting Construction A. Preliminary Schedules:Within 10 days after the Effective Date of the Contract (or as otherwise specifically required by the Contract Documents),Contractor shall submit to Engineer for timely review: 1. a preliminary Progress Schedule indicating the times(numbers of days or dates)for starting and completing the various stages of the Work, including any Milestones specified in the Contract; 2. a preliminary Schedule of Submittals;and EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Cvii Engineers.All rights reserved. Page 6 of 65 3. a preliminary Schedule of Values for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and subdivides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work.Such prices will include an appropriate amount of overhead and profit applicable to each item of Work. 2.04 Preconstruction Conference;Designation of Authorized Representatives A. Before any Work at the Site is started, a conference attended by Owner, Contractor, Engineer, and others as appropriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in Paragraph 2.03.A, procedures for handling Shop Drawings, Samples, and other submittals, processing Applications for Payment,electronic or digital transmittals, and maintaining required records. B. At this conference Owner and Contractor each shall designate, in writing, a specific individual to act as its authorized representative with respect to the services and responsibilities under the Contract. Such individuals shall have the authority to transmit and receive information,render decisions relative to the Contract,and otherwise act on behalf of each respective party. 2.05 Initial Acceptance of Schedules A. At least 10 days before submission of the first Application for Payment a conference, attended by Contractor, Engineer,and others as appropriate,will be held to review for acceptability to Engineer as provided below the schedulessubmitted in accordance with Paragraph 2.03.A. Contractor shall have an additional 10 days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to Contractor until acceptable schedules are submitted to Engineer. 1. The Progress Schedule will be acceptable to Engineer if it provides an orderly progression of the Work to completion within the Contract Times. Such acceptancewill not impose on Engineer responsibility for the Progress Schedule,for sequencing, scheduling, or progress of the Work, nor interfere with or relieve Contractor from Contractor's full responsibility therefor. 2. Contractor's Schedule of Submittals will be acceptable to Engineer if it provides a workable arrangement for reviewing and processing the required submittals. 3. Contractor's Schedule of Values will be acceptable to Engineer as to form and substance if it provides a reasonable allocation of the Contract Price to the componentparts of the Work. 2.06 Electronic Transmittals A. Except as otherwise stated elsewhere in the Contract, the Owner, Engineer, and Contractor may transmit, and shall accept, Project-related correspondence,text, data, documents, drawings, information, and graphics, including but not limited to Shop Drawings and other submittals, in electronic media or digital format,either directly, or through access to a secure Project website. B. If the Contract does not establish protocols for electronic or digital transmittals, then Owner, Engineer,and Contractor shall jointly develop such protocols. C. When transmitting items in electronic media or digital format, the transmitting party makesno representations as to long term compatibility, usability, or readability of the itemsresulting from the recipient's use of software application packages, operating systems, or EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright O 2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Gvii Engineers.All rights reserved. Page 7 of 65 computer hardware differing from those used in the drafting or transmittal of the items, orfrom those established in applicable transmittal protocols. ARTICLE 3—DOCUMENTS: INTENT,REQUIREMENTS,REUSE 3.01 Intent A. The Contract Documents are complementary;what is required by one is as binding as if required by all. B. It is the intent of the Contract Documents to describe a functionally complete project (or part thereof)to be constructed in accordance with the Contract Documents. C. Unless otherwise stated in the Contract Documents, if there is a discrepancy between the electronic or digital versions of the Contract Documents (including any printed copiesderived from such electronic or digital versions) and the printed record version, the printed record version shall govern. D. The Contract supersedes prior negotiations,representations,and agreements,whether written or oral. E. Engineer will issue clarifications and interpretations of the Contract Documents as providedherein. 3.02 Reference Standards A. Standards Specifications, Codes, Laws and Regulations 1. Reference in the Contract Documents to standard specifications, manuals, reference standards,or codes of any technical society,organization,or association, or to Laws or Regulations, whether such reference be specific or by implication, shall mean the standard specification, manual, reference standard, code,or Laws or Regulations in effect at the time of opening of Bids(or on the Effective Date of the Contract if there were no Bids),except as may be otherwise specifically stated in the Contract Documents. 2. No provision of any such standard specification, manual, reference standard, or code, or any instruction of a Supplier, shall be effective to change the duties or responsibilities of Owner, Contractor,or Engineer,or any of their subcontractors, consultants,agents,or employees,from those set forth in the part of the Contract Documents prepared by or for Engineer. No such provision or instruction shall be effective to assign to Owner,Engineer,or any of their officers,directors,members, partners,employees,agents,consultants,or subcontractors,any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the part of the Contract Documents prepared by or for Engineer. 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies: 1. Contractor's Verification of Figures and Field Measurements: Before undertaking each part of the Work, Contractor shall carefully study the Contract Documents, and check and verify pertinent figures and dimensions therein, particularly with respect to applicable field measurements. Contractor shall promptly report in writing to Engineer any conflict, error, ambiguity, or discrepancy that Contractor discovers, or has actual knowledge of, and shall not proceed with any Work affected thereby until the conflict, EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Ov1 Engineers.All rights reserved. Page 8 of 65 error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract Documents issued pursuant to Paragraph 11.01. 2. Contractor's Review of Contract Documents: If, before or during the performance ofthe Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents, or between the Contract Documents and (a) any applicable Law or Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard,or code, or (d) any instruction of any Supplier,then Contractor shall promptly report it to Engineer in writing. Contractor shall not proceed with the Work affected thereby (except in an emergency as required by Paragraph 7.15) until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or interpretation by Engineer, or by an amendment or supplement to the Contract Documents issued pursuant to Paragraph 11.01. 3. Contractor shall not be liable to Owner or Engineerforfailure to report any conflict, error, ambiguity,or discrepancy in the Contract Documents unless Contractor had actual knowledge thereof. B. Resolving Discrepancies: 1. Except as may be otherwise specifically stated in the Contract Documents, the provisions of the part of the Contract Documents prepared by or for Engineer shall take precedence in resolving any conflict,error,ambiguity,or discrepancy between such provisions of the Contract Documents and: a. the provisions of any standard specification, manual, reference standard, or code, or the instruction of any Supplier (whether or not specifically incorporated by reference as a Contract Document);or b. the provisions of any Laws or Regulations applicable to the performance of the Work (unless such an interpretation of the provisions of the Contract Documents would result in violation of such Law or Regulation). 3.04 Requirements of the Contract Documents A. During the performance of the Work and until final payment,Contractor and Owner shall submit to the Engineer all matters in question concerning the requirements of the Contract Documents (sometimes referred to as requests for information or interpretation—RFIs), or relating to the acceptability of the Work under the Contract Documents, as soon as possible after such matters arise. Engineer will be the initial interpreter of the requirements of the Contract Documents, and judge of the acceptability of the Work thereunder. B. Engineer will,with reasonable promptness,rendera written clarification,interpretation, or decision on the issue submitted, or initiate an amendment or supplement to the Contract Documents.Engineer's written clarification, interpretation,or decision will be final and binding on Contractor,unless it appeals by submitting a Change Proposal,and on Owner, unless it appeals by filing a Claim. C. If a submitted matter in question concerns terms and conditions of the Contract Documents that do not involve(1)the performance or acceptability of the Work under the Contract Documents,(2)the design (as set forth in the Drawings,Specifications, or otherwise), or(3) other engineering or technical matters,then Engineer will promptly give written notice to Owner and Contractor that Engineer is unable to provide a decision or interpretation.If Owner and Contractor are unable to agree on resolution of such a matter in question,either party may pursue resolution as provided in Article 12. EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society ofavil Engineers.All rights reserved. Page 9 of 65 3.05 Reuse of Documents A. Contractor and its Subcontractors and Suppliers shall not: 1. have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or its consultants,including electronic media editions, or reuse any such Drawings,Specifications,other documents,or copies thereof on extensions of the Project or any other project without written consent of Owner and Engineer and specific written verification or adaptation by Engineer; or 2. have or acquire any title or ownership rights in any other Contract Documents, reuse any such Contract Documents for any purpose without Owner's express written consent,or violate any copyrights pertaining to such Contract Documents. B. The prohibitions of this Paragraph 3.05 will survive final payment,or termination of the Contract.Nothing herein shall preclude Contractor from retaining copies of the Contract Documents for record purposes. ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK 4.01 Commencement of Contract Times;Notice to Proceed A. The Contract Times will commence to run on the thirtieth day afterthe Effective Date ofthe Contract or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed.A Notice to Proceed may be given at any time within 30 days after the Effective Date of the Contract. In no event will the Contract Times commence to run later than the sixtieth day afterthe day of Bid opening or the thirtieth day afterthe Effective Date of the Contract,whichever date is earlier. 4.02 Starting the Work A. Contractor shall start to perform the Work on the date when the Contract Times commence to run. No Work shall be done at the Site prior to such date. 4.03 Reference Points A. Owner shall provide engineering surveys to establish reference points for construction which in Engineer's judgment are necessary to enable Contractor to proceed with the Work.Contractor shall be responsible for laying out the Work,shall protect and preserve the established reference points and property monuments,and shall make no changes or relocations without the prior written approval of Owner. Contractor shall report to Engineer whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or propertymonuments by professionally qualified personnel. 4.04 Progress Schedule A. Contractor shall adhere to the Progress Schedule established in accordance with Paragraph 2.05 as it may be adjusted from time to time as provided below. 1. Contractor shall submit to Engineer for acceptance (to the extent indicated in Paragraph 2.05) proposed adjustments in the Progress Schedule that will not result in changing the Contract Times. EJCDC®C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engl need ng Companies, and American Society of OW Engineers.All rights reserved. Page 10 of 65 2. Proposed adjustments in the Progress Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 11. B. Contractor shall carry on the Work and adhere to the Progress Schedule during all disputes or disagreements with Owner.No Work shall be delayed or postponed pending resolution of any disputes or disagreements, or during any appeal process, except as permitted by Paragraph 16.04, or as Owner and Contractor may otherwise agree in writing. 4.05 Delays in Contractor's Progress A. If Owner, Engineer, or anyone for whom Owner is responsible, delays, disrupts, or interferes with the performance or progress of the Work, then Contractor shall be entitled to an equitable adjustment in the Contract Times and Contract Price. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. B. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for delay, disruption, or interference caused by or within the control of Contractor. Delay, disruption,and interference attributable to and within the control of a Subcontractor or Supplier shall be deemed to be within the control of Contractor. C. If Contractor's performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of Owner,Contractor,and those for which they are responsible,then Contractor shall be entitled to an equitable adjustment in Contract Times.Contractor'sentitlementto an adjustment ofthe Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times.Such an adjustment shall be Contractor's sole and exclusive remedyforthe delays, disruption,and interference described in this paragraph. Causes of delay, disruption, or interference that may give rise to an adjustment in Contract Times under this paragraph include but are not limited to the following: 1. severe and unavoidable natural catastrophes such as fires,floods, epidemics, and earthquakes; 2. abnormal weather conditions; 3. acts or failures to act of utility owners(otherthan those performing other work at or adjacent to the Site by arrangement with the Owner, as contemplated in Article 8);and 4. acts of war or terrorism. D. Delays, disruption, and interference to the performance or progress of the Work resulting from the existence of a differing subsurface or physical condition, an Underground Facility that was not shown or indicated by the Contract Documents, or not shown or indicated with reasonable accuracy, and those resulting from Hazardous Environmental Conditions, are governed by Article 5. E. Paragraph 8.03 governs delays, disruption, and interference to the performance or progress of the Work resulting from the performance of certain other work at or adjacentto the Site. F. Contractor shall not be entitled to an adjustment in Contract Price or Contract Times for any delay, disruption, or interference if such delay is concurrent with a delay, disruption,or interference caused by or within the control of Contractor. EICDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Ergineers.All rights reserved. Page 11 of 65 G. Contractor must submit any Change Proposal seeking an adjustment in Contract Price or Contract Times under this paragraph within 30 days of the commencement of the delaying, disrupting, or interfering event. ARTICLE 5—AVAILABILITY OF LANDS; SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands A. Owner shall furnish the Site. Owner shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. B. Upon reasonable written request, Owner shall furnish Contractor with a current statement of record legal title and legal description of the lands upon which permanent improvementsare to be made and Owner's interesttherein as necessary forgiving notice of or filing a mechanic's or construction lien against such lands in accordance with applicable Laws and Regulations. C. Contractor shall provide for all additional lands and access thereto that may be required fortemporary construction facilities or storage of materials and equipment. 5.02 Use of Site and Other Areas A. Limitation on Use of Site and Other Areas: 1. Contractor shall confine construction equipment,temporary construction facilities, thestorage of materials and equipment,and the operations of workers to the Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise, and other adjacent areas permitted by Laws and Regulations,and shall not unreasonably encumberthe Site and such other adjacent areas with construction equipment or other materials or equipment.Contractor shall assume full responsibilityfor(a) damage to the Site;(b) damage to any such other adjacent areas used for Contractor's operations;(c) damage to any other adjacent land or areas;and (d)for injuries and losses sustained by the owners or occupants of any such land or areas; provided that such damage or injuries result from the performance of the Work or from other actions or conduct of the Contractor or those for which Contractor is responsible. 2. If a damage or injury claim is made by the owner or occupant of any such land or area because of the performance of the Work, or because of other actions or conduct ofthe Contractor or those for which Contractor is responsible,Contractor shall (a) take immediate corrective or remedial action as required by Paragraph 7.12, or otherwise; (b)promptly attempt to settle the claim as to all parties through negotiations with such owner or occupant, or otherwise resolve the claim by arbitration or other dispute resolution proceeding, or at law;and (c)to the fullest extent permitted by Laws and Regulations, indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against any such claim, and against all costs, losses, and damages (including but not limited to all fees and charges of engineers,architects,attorneys,and other professionals and all court or arbitration or other dispute resolution costs)arising out of or relating to any claim or action, legal or equitable, brought by any such owner or occupant against Owner, Engineer,or any other party indemnified hereunder to the extent caused directly EICDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Ovil Engineers.All right reserved. Page 12 of 65 4 or indirectly, in whole or in part by, or based upon, Contractor's performance of the Work,or because of other actions or conduct of the Contractor or those for which Contractor is responsible. B. Removal of Debris During Performance of the Work:During the progress of the Work the Contractor shall keep the Site and other adjacent areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris shall conform to applicable Laws and Regulations. C. Cleaning:Prior to Substantial Completion of the Work Contractor shall clean the Site and the Work and make it ready for utilization by Owner. At the completion of the Work Contractor shall remove from the Site and adjacent areas all tools, appliances, construction equipment and machinery, and surplus materials and shall restore to original condition all property not designated for alteration by the Contract Documents. D. Loading of Structures:Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject anypart of the Work or adjacent structures or land to stresses or pressures that will endanger them. 5.03 Subsurface and Physical Conditions A. Reports and Drawings:The Supplementary Conditions identify: 1. those reports known to Owner of explorations and tests of subsurface conditions at oradjacent to the Site; 2. those drawings known to Ownerof physical conditions relating to existing surface orsubsurface structures at the Site (except Underground Facilities);and 3. Technical Data contained in such reports and drawings. B. Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the Technical Data expressly identified in the Supplementary Conditions with respect to such reports and drawings, but such reports and drawings are not Contract Documents. If no such express identification has been made,then Contractor may rely upon the accuracy of the Technical Data (as defined in Article 1) contained in any geotechnical or environmental report prepared for the Project and made available to Contractor.Except for such reliance on Technical Data,Contractor may not rely upon or make any claim against Owner or Engineer,or any of their officers,directors,members, partners,employees, agents, consultants, or subcontractors,with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, and safety precautions and programs incident thereto;or 2. other data, interpretations,opinions,and information contained in such reports or shown or indicated in such drawings;or 3. any Contractor interpretation of or conclusion drawn from any Technical Data or any such other data, interpretations, opinions, or information. 5.04 Differing Subsurface or Physical Conditions A. Notice by Contractor: If Contractor believes that any subsurface or physical condition that isuncovered or revealed at the Site either: 1. is of such a nature as to establish that any Technical Data on which Contractor isentitled to rely as provided in Paragraph 5.03 is materially inaccurate; or EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Comparwes, and American Society of Civil Engineers.All rights reserved. Page 13 of 65 I 2. is of such a nature as to require a change in the Drawings or Specifications; or 3. differs materially from that shown or indicated in the Contract Documents;or 4. is of an unusual nature, and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents; then Contractor shall, promptly after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.15), notify Owner and Engineer in writing about such condition. Contractor shall not further disturb such condition or perform any Work in connection therewith (except with respect to an emergency) until receipt of a written statement permitting Contractor to do so. B. Engineer's Review: After receipt of written notice as required by the preceding paragraph, Engineer will promptly review the subsurface or physical condition in question;determine the necessity of Owner's obtaining additional exploration or tests with respect to thecondition;conclude whether the condition falls within any one or more of the differing site condition categories in Paragraph 5.04.A above;obtain any pertinent cost or schedule information from Contractor; prepare recommendations to Owner regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question and the need for any change in the Drawings or Specifications;and advise Owner in writing of Engineer's findings, conclusions,and recommendations. C. Owner's Statement to Contractor Regarding Site Condition:After receipt of Engineer's written findings, conclusions, and recommendations, Owner shall issue a written statementto Contractor(with a copy to Engineer) regarding the subsurface or physical condition in question, addressing the resumption of Work in connection with such condition,indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting Engineer's written findings, conclusions, and recommendations, in whole or in part. D. Possible Price and Times Adjustments: 1. Contractor shall be entitled to an equitable adjustment in Contract Price or Contract Times,or both,to the extent that the existence of a differing subsurface or physical condition, or any related delay,disruption, or interference, causes an increase or decrease in Contractor's cost of, or time required for, performance of the Work; subject, however,to the following: a. such condition must fall within any one or more of the categories described in Paragraph 5.04.A; b. with respect to Work that is paid for on a unit price basis, any adjustment in Contract Price will be subject to the provisions of Paragraph 13.03;and, c. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times. 2. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Times with respect to a subsurface or physical condition if: a. Contractor knew of the existence of such condition at the time Contractor made acommitment to Owner with respect to Contract Price and Contract Times by the submission of a Bid or becoming bound under a negotiated EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of avil Engineers.MI rights reserved. Page 14 of 65 contract, or otherwise; or b. the existence of such condition reasonably could have been discovered or revealed as a result of any examination, investigation, exploration,test, or study of the Site and contiguous areas expressly required by the Bidding Requirements or Contract Documents to be conducted by or for Contractor prior to Contractor's making such commitment; or c. Contractor failed to give the written notice as required by Paragraph 5.04.A. 3. If Owner and Contractor agree regarding Contractor's entitlement to and the amount or extent of any adjustment in the Contract Price or Contract Times, or both, then any such adjustment shall be set forth in a Change Order. 4. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of any adjustment in the Contract Price or Contract Times, or both, no later than 30 days after Owner's issuance of the Owner's written statement to Contractor regarding the subsurface or physical condition in question. 5.05 Underground Facilities A. Contractor's Responsibilities: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent to the Site is based on information and data furnished to Owner or Engineer by the owners of such Underground Facilities, including Owner, or by others. Unless it is otherwise expresslyprovided in the Supplementary Conditions: 1. Owner and Engineer do not warrant or guarantee the accuracy or completeness of anysuch information or data provided by others;and 2. the cost of all of the following will be included in the Contract Price,and Contractor shall have full responsibility for: a. reviewing and checking all information and data regarding existing UndergroundFacilities at the Site; b. locating all Underground Facilities shown or indicated in the Contract Documentsas being at the Site; c. coordination of the Work with the owners (including Owner) of such Underground Facilities, during construction; and d. the safety and protection of all existing Underground Facilities at the Site, andrepairing any damage thereto resulting from the Work. B. Notice by Contractor: If Contractor believes that an Underground Facility that is uncovered or revealed at the Site was not shown or indicated in the Contract Documents,or was not shown or indicated with reasonable accuracy, then Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an emergency as required by Paragraph 7.15), identify the owner of such Underground Facility and give written notice to that owner and to Owner and Engineer. C. Engineer's Review:Engineerwill promptly review the Underground Facility and conclude whether such Underground Facility was not shown or indicated in the Contract Documents,or was not shown or indicated with reasonable accuracy; obtain any pertinent cost or schedule information from Contractor; prepare recommendations to Owner regarding the Contractor's resumption of Work in connection with the Underground Facility in question; determine the extent, if any, to which a change is required in the Drawings or Specificationsto reflect and documentthe consequences of EICDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright 0 2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 15 of 65 the existence or location of the Underground Facility; and advise Owner in writing of Engineer's findings, conclusions, and recommendations. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility. D. Owner's Statement to Contractor Regarding Underground Facility: After receipt of Engineer's written findings, conclusions, and recommendations, Owner shall issue a writtenstatement to Contractor(with a copy to Engineer) regarding the Underground Facility in question, addressing the resumption of Work in connection with such Underground Facility,indicating whether any change in the Drawings or Specifications will be made, and adopting or rejecting Engineer's written findings, conclusions, and recommendations in whole or in part. E. Possible Price and Times Adjustments: 1. Contractor shall be entitled to an equitable adjustment in the Contract Price or Contract Times, or both, to the extent that any existing Underground Facility at theSite that was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy, or any related delay, disruption, or interference, causes an increase or decrease in Contractor's cost of, or time required for, performance of the Work;subject, however,to the following: a. Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated the existence or actual location of the Underground Facility in question; b. With respect to Work that is paid for on a unit price basis, any adjustment in Contract Price will be subject to the provisions of Paragraph 13.03; c. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the Contract Times; and d. Contractor gave the notice required in Paragraph 5.05.B. 2. If Owner and Contractor agree regarding Contractor's entitlement to and the amount or extent of any adjustment in the Contract Price or Contract Times, or both,then any such adjustment shall be set forth in a Change Order. 3. Contractor may submit a Change Proposal regarding its entitlement to or the amount or extent of any adjustment in the Contract Price or Contract Times, or both, no later than 30 days after Owner's issuance of the Owner's written statement to Contractor regarding the Underground Facility in question. 5.06 Hazardous Environmental Conditions at Site A. Reports and Drawings:The Supplementary Conditions identify: 1. those reports and drawings known to Owner relating to Hazardous Environmental Conditions that have been identified at or adjacent to the Site;and 2. Technical Data contained in such reports and drawings. B. Reliance by Contractor on Technical Data Authorized: Contractor may rely upon the accuracy of the Technical Data expressly identified in the Supplementary Conditions with respect to such reports and drawings, but such reports and drawings are not Contract Documents. If no such express identification has been made,then Contractor may rely on the accuracy of the Technical Data (as defined in Article 1) contained in any geotechnical or environmental report prepared for the Project and made available to Contractor.Except forsuch reliance on Technical Data,Contractor may not rely upon or make any claim against Owner or Engineer,or any of their officers,directors,members, EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Sodety of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 16 of 65 partners, employees,agents, consultants, or subcontractors with respect to: 1. the completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or 2. otherdata, interpretations,opinions and information contained in such reports or shown or indicated in such drawings;or 3. any Contractor interpretation of or conclusion drawn from any Technical Data or any such other data, interpretations, opinions or information. C. Contractor shall not be responsible for removing or remediating any Hazardous Environmental Condition encountered, uncovered, or revealed at the Site unless such removal or remediation is expressly identified in the Contract Documents to be within the scope of the Work. D. Contractor shall be responsible for controlling, containing, and duly removing all Constituents of Concern brought to the Site by Contractor,Subcontractors,Suppliers,or anyone else for whom Contractor is responsible, and for any associated costs;and for the costs of removing and remediating any Hazardous Environmental Condition created by the presence of any such Constituents of Concern. E. If Contractor encounters, uncovers, or reveals a Hazardous Environmental Condition whose removal or remediation is not expressly identified in the Contract Documents as being within the scope of the Work, or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, then Contractor shall immediately: (1) secure or otherwise isolate such condition; (2) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Paragraph 7.15); and (3) notify Owner and Engineer (and promptly thereafter confirm such notice in writing). Owner shall promptly consult with Engineer concerning the necessity for Owner to retain a qualified expert to evaluate such condition or take corrective action, if any.Promptly after consulting with Engineer, Owner shall take such actions as are necessary to permit Owner to timely obtain required permits and provide Contractor the written notice required by Paragraph 5.06.F. If Contractor or anyone for whom Contractor is responsible created the Hazardous Environmental Condition in question, then Owner may remove and remediate the Hazardous Environmental Condition, and impose a set-off against payments to account for the associated costs. F. Contractor shall not resume Work in connection with such Hazardous Environmental Condition or in any affected area until after Owner has obtained any required permits related thereto,and delivered written notice to Contractor either(1)specifying that such condition and any affected area is or has been rendered safe for the resumption of Work,or(2) specifying any special conditions under which such Work may be resumed safely. G. If Owner and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times, or both, as a result of such Work stoppage or such special conditions under which Work is agreed to be resumed by Contractor, then within 30 days of Owner's written notice regarding the resumption of Work, Contractor may submit a Change Proposal,or Owner may impose a set-off. H. If after receipt of such written notice Contractor does not agree to resume such Work based on a reasonable belief it is unsafe,or does not agree to resume such Work under EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright m 2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Ova Engineers.All rghts reserved. Page 17 of 65 such special conditions,then Owner may order the portion of the Work that is in the area affected by such condition to be deleted from the Work,following the contractual change procedures in Article 11. Owner may have such deleted portion of the Work performed by Owner's own forces or others in accordance with Article 8. I. To the fullest extent permitted by Laws and Regulations,Owner shall indemnify and hold harmless Contractor, Subcontractors, and Engineer, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims, costs, losses, and damages(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs)arising out of or relating to a Hazardous Environmental Condition, provided that such Hazardous Environmental Condition(1)was not shown or indicated in the Drawings,Specifications, or other Contract Documents,identified as Technical Data entitled to limited reliance pursuant to Paragraph 5.06.B, or identified in the Contract Documents to be included within the scope of the Work, and (2) was not created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 5.06.1 shall obligate Owner to indemnify any individual or entity from and against the consequences of that individuals or entity's own negligence. J. To the fullest extent permitted by Laws and Regulations,Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees,agents,consultants,and subcontractors of each and any of them from and against all claims, costs, losses, and damages(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the failure to control,contain, or remove a Constituent of Concern brought to the Site by Contractor or by anyone for whom Contractor is responsible, or to a Hazardous Environmental Condition created by Contractor or by anyone for whom Contractor is responsible. Nothing in this Paragraph 5.06.J shall obligate Contractor to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence. K. The provisions of Paragraphs 5.03, 5.04, and 5.05 do not apply to the presence of Constituents of Concern or to a Hazardous Environmental Condition uncovered or revealed at the Site. ARTICLE 6—BONDS AND INSURANCE 6.01 Performance, Payment, and Other Bonds A. Contractor shall furnish a performance bond and a payment bond,each in an amount at least equal to the Contract Price, as security for the faithful performance and payment of all of Contractor's obligations under the Contract.These bonds shall remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified in Paragraph 15.08, whichever is later, except as provided otherwise by Laws or Regulations,the Supplementary Conditions, or other specific provisions of the Contract. Contractor shall also furnish such other bonds as are required by theSupplementary Conditions or other specific provisions of the Contract. B. All bonds shall be in the form prescribed by the Contract except as provided otherwise by Laws or Regulations, and shall be executed by such sureties as are named in "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies"as published in Circular 570(as amended and supplemented) by the Financial Management Service, Surety Bond Branch, U.S. EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Ova Engineers.All rights reserved. Page 18 of 65 Department of the Treasury. A bond signed by an agent or attorney-in-fact must be accompanied by a certified copy of that individual's authority to bind the surety. The evidence of authority shall show that it is effective on the date the agent or attorney-in- factsigned the accompanying bond. C. Contractor shall obtain the required bonds from surety companiesthat are duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds in the required amounts. D. If the surety on a bond furnished by Contractor is declared bankrupt or becomes insolvent,or its right to do business is terminated in any state or jurisdiction where any part of the Project is located,or the surety ceases to meet the requirements above,then Contractor shall promptly notify Owner and Engineer and shall, within 20 days afterthe event giving rise to such notification, provide another bond and surety, both of which shall comply with the bond and surety requirements above. E. If Contractor has failed to obtain a required bond, Owner may exclude the Contractor from the Site and exercise Owner's termination rights under Article 16. F. Upon request,Owner shall provide a copy of the payment bond to any Subcontractor, Supplier,or other person or entity claiming to have furnished labor or materials used in the performance of the Work. 6.02 Insurance—General Provisions A. Owner and Contractor shall obtain and maintain insurance as required in this Article and in the Supplementary Conditions. B. All insurance required by the Contract to be purchased and maintained by Owner or Contractor shall be obtained from insurance companies that are duly licensed or authorized,in the state or jurisdiction in which the Project is located,to issue insurance policies for the required limits and coverages.Unless a different standard is indicated in theSupplementary Conditions, all companies that provide insurance policies required under this Contract shall have an A.M. Best rating of A-VII or better. C. Contractor shall deliver to Owner, with copies to each named insured and additional insured (as identified in this Article, in the Supplementary Conditions,or elsewhere in the Contract), certificates of insurance establishing that Contractor has obtained and is maintaining the policies, coverages, and endorsements required by the Contract. Upon request by Owner or any other insured, Contractor shall also furnish other evidence of such required insurance,including but not limited to copies of policies and endorsements, and documentation of applicable self-insured retentions and deductibles. Contractor may block out (redact) any confidential premium or pricing information contained in any policy or endorsement furnished under this provision. D. Owner shall deliver to Contractor,with copies to each named insured and additional insured(as identified in this Article,the Supplementary Conditions,or elsewhere in the Contract), certificates of insurance establishing that Owner has obtained and is maintaining the policies, coverages, and endorsements required of Owner by the Contract (if any). Upon request by Contractor or any other insured, Owner shall also provide other evidence of such required insurance(if any), including but not limited to copies of policies and endorsements, and documentation of applicable self-insured retentions and deductibles.Owner may block out(redact)any confidential premium or pricing information contained in any policy or endorsement furnished under this provision. E. Failure of Owner or Contractor to demand such certificates or other evidence of the E.ICOC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Ergineers.All rights reserved. Page 19 of 65 otherparty'sfull compliance with these insurance requirements,or failure of Owner or Contractor to identify a deficiency in compliance from the evidence provided,shall not be construed as a waiver of the other party's obligation to obtain and maintain such insurance. F. If either party does not purchase or maintain all of the insurance required of such party by the Contract, such party shall notify the other party in writing of such failure to purchase priorto the start of the Work,or of such failure to maintain prior to any change in the required coverage. G. If Contractor has failed to obtain and maintain required insurance,Owner may exclude the Contractor from the Site, impose an appropriate set-off against payment, and exercise Owner's termination rights under Article 16. H. Without prejudice to any other right or remedy,if a party has failed to obtain required insurance, the other party may elect to obtain equivalent insurance to protect such other party's interests at the expense of the party who was required to provide such coverage, and the Contract Price shall be adjusted accordingly. I. Owner does not represent that insurance coverage and limits established in this Contract necessarily will be adequate to protect Contractor or Contractor's interests. J. The insurance and insurance limits required herein shall not be deemed as a limitation on Contractor's liability under the indemnities granted to Owner and other individuals and entities in the Contract. 6.03 Contractor's Insurance A. Workers' Compensation: Contractor shall purchase and maintain workers' compensation and employer's liability insurance for: 1. claims under workers' compensation, disability benefits, and other similar employee benefit acts. 2. United States Longshoreman and Harbor Workers' Compensation Act and Jones Act coverage (if applicable). 3. claims for damages because of bodily injury, occupational sickness or disease, or deathof Contractor's employees(by stop-gap endorsement in monopolist worker's compensation states). 4. Foreign voluntary worker compensation (if applicable). B. Commercial General Liability—Claims Covered:Contractor shall purchase and maintain commercial general liability insurance, covering all operations by or on behalf of Contractor, on an occurrence basis, against: 1. claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees. 2. claims for damages insured by reasonably available personal injury liability coverage. 3. claims for damages, other than to the Work itself, because of injury to or destructionof tangible property wherever located, including loss of use resulting therefrom. C. Commercial General Liability—Form and Content: Contractor's commercial liability policy shall be written on a 1996 (or later) ISO commercial general liability form (occurrence form)and include the following coverages and endorsements: 1. Products and completed operations coverage: EJCDC'C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society ofavl Engineers.All rights reserved. Page 20 of 65 a. Such insurance shall be maintained for three years after final payment. b. Contractor shall furnish Owner and each other additional insured(as identified in the Supplementary Conditions or elsewhere in the Contract) evidence of continuation of such insurance at final payment and three years thereafter. 2. Blanket contractual liability coverage,to the extent permitted by law,including but not limited to coverage of Contractor's contractual indemnity obligations in Paragraph 7.18. 3. Broad form property damage coverage. 4. Severability of interest. 5. Underground, explosion, and collapse coverage. 6. Personal injury coverage. 7. Additional insured endorsements that include both ongoing operations and products and completed operations coverage through ISO Endorsements CG 2010 10 01 and CG 20 37 10 01 (together);or CG 20 10 07 04 and CG 20 37 07 04 (together);or their equivalent. 8. For design professional additional insureds, ISO Endorsement CG 20 32 07 04, "Additional Insured—Engineers, Architects or Surveyors Not Engaged by the Named Insured"or its equivalent. D. Automobile liability: Contractor shall purchase and maintain automobile liability insurance against claims fordamages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance, or use of any motor vehicle.Theautomobile liability policy shall be written on an occurrence basis. E. Umbrella or excess liability: Contractor shall purchase and maintain umbrella or excess liability insurance written over the underlying employer's liability, commercial general liability, and automobile liability insurance described in the paragraphs above.Subject to industry-standard exclusions,the coverage afforded shall follow form as to each and every one of the underlying policies. F. Contractor's pollution liability insurance:Contractor shall purchase and maintain a policy covering third-party injury and property damage claims, including clean-up costs, as a result of pollution conditions arising from Contractor's operations and completed operations.This insurance shall be maintained for no less than three years after final completion. G. Additional insureds:The Contractor's commercial general liability, automobile liability, umbrella or excess, and pollution liability policies shall include and list as additional insureds Owner and Engineer, and any individuals or entities identified in the Supplementary Conditions; include coverage for the respective officers, directors, members,partners,employees,agents,consultants,and subcontractors of each and any of all such additional insureds;and the insurance afforded to these additional insureds shall provide primary coverage for all claims covered thereby(including as applicable those arising from both ongoing and completed operations)on a non-contributory basis. Contractor shall obtain all necessary endorsements to support these requirements. H. Contractor's professional liability insurance: If Contractor will provide or furnish professional services under this Contract, through a delegation of professional design services or otherwise, then Contractor shall be responsible for purchasing and maintaining applicable professional liability insurance. This insurance shall provide protection against claims arising out of performance of professional design or related EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 21 of 65 I services, and caused bya negligent error,omission,or act for which the insured party is legally liable. It shall be maintained throughout the duration of the Contract and for a minimum of two years after Substantial Completion. If such professional design services are performed by a Subcontractor, and not by Contractor itself,then the requirements of this paragraph maybe satisfied through the purchasing and maintenance of such insurance by suchSubcontractor. I. General provisions:The policies of insurance required by this Paragraph 6.03 shall: 1. include at least the specific coverages provided in this Article. 2. be written for not less than the limits of liability provided in this Article and in the Supplementary Conditions, or required by Laws or Regulations, whichever is greater. 3. contain a provision or endorsement that the coverage afforded will not be canceled,materially changed,or renewal refused until at least 10days prior written notice has been given to Contractor. Within three days of receipt of any such written notice, Contractor shall provide a copy of the notice to Owner, Engineer, and each other insured under the policy. 4. remain in effect at least until final payment(and longer if expressly required in this Article) and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work as a warranty or correction obligation, or otherwise,or returning to the Site to conduct other tasks arising from the Contract Documents. 5. be appropriate for the Work being performed and provide protection from claims that may arise out of or result from Contractor's performance of the Work and Contractor'sother obligations under the Contract Documents,whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work,or by anyone for whose acts any of them may be liable. J. The coverage requirements for specific policies of insurance must be met by such policies,and not by reference to excess or umbrella insurance provided in other policies. EJCDC®C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 22 of 65 6.04 Owner's Liability Insurance A. In addition to the insurance required to be provided by Contractor under Paragraph 6.03, Owner, at Owner's option, may purchase and maintain at Owner's expense Owner's own liability insurance as will protect Owner against claims which may arise from operations under the Contract Documents. B. Owner's liability policies, if any, operate separately and independently from policies required to be provided by Contractor,and Contractor cannot rely upon Owner's liability policies for any of Contractor's obligations to the Owner, Engineer, or third parties. 6.05 Property Insurance A. Builder's Risk: Unless otherwise provided in the Supplementary Conditions, Contractor shallpurchase and maintain builder's risk insurance upon the Work on a completed value basis, in the amount of the full insurable replacement cost thereof(subject to such deductible amounts as may be provided in the Supplementary Conditions or required by Laws and Regulations).This insurance shall: 1. include the Owner and Contractor as named insureds,and all Subcontractors,and any individuals or entities required by the Supplementary Conditions to be insured under such builder's risk policy,as insureds or named insureds.For purposes of the remainder of this Paragraph 6.05, Paragraphs 6.06 and 6.07, and any corresponding Supplementary Conditions,the parties required to be insured shall collectively be referred to as "insureds." 2. be written on a builder's risk "all risk" policy form that shall at least include insurance for physical loss or damage to the Work,temporary buildings,falsework, and materials and equipment in transit, and shall insure against at least the following perils or causesof loss:fire; lightning; windstorm; riot; civil commotion; terrorism;vehicle impact; aircraft; smoke;theft;vandalism and malicious mischief; mechanical breakdown,boiler explosion,and artificially generated electric current; earthquake; volcanic activity, and other earth movement; flood; collapse; explosion; debris removal; demolition occasioned by enforcement of Laws and Regulations;waterdamage(other than that caused by flood);and such other perils or causes of loss as may be specifically required by the Supplementary Conditions. If insurance against mechanical breakdown, boiler explosion, and artificially generated electric current; earthquake; volcanic activity, and other earth movement;or flood,are not commercially available under builder's risk policies,by endorsement or otherwise, such insurance may be provided through other insurance policies acceptable to Owner and Contractor. 3. cover, as insured property, at least the following: (a) the Work and all materials, supplies,machinery,apparatus,equipment,fixtures,and other propertyof a similar nature that are to be incorporated into or used in the preparation, fabrication, construction, erection, or completion of the Work, including Owner-furnished or assigned property; (b) spare parts inventory required within the scope of the Contract; and (c) temporary works which are not intended to form part of the permanentconstructed Work but which are intended to provide working access to the Site, or to the Work under construction, or which are intended to provide temporary support for the Work under construction, including scaffolding, form work,fences, shoring,falsework,and temporary structures. 4. cover expenses incurred in the repair or replacement of any insured property (including but not limited to fees and charges of engineers and architects). EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Gvil Engineers.All rights reserved. Page 23 of 65 5. extend to cover damage or loss to insured property while in temporary storage at the Site or in a storage location outside the Site (but not including property stored at the premises of a manufacturer or Supplier). 6. extend to cover damage or loss to insured property while in transit. 7. allow for partial occupation or use of the Work by Owner,such that those portions of the Work that are not yet occupied or used by Owner shall remain covered by the builder's risk insurance. 8. allow for the waiver of the insurer's subrogation rights, as set forth below. 9. provide primary coverage for all losses and damages caused by the perils or causes of loss covered. 10. not include a co-insurance clause. 11. include an exception forensuing losses from physical damage or loss with respect to any defective workmanship, design, or materials exclusions. 12. include performance/hot testing and start-up. 13. be maintained in effect, subject to the provisions herein regarding Substantial Completion and partial occupancy or use of the Work by Owner,until the Work is complete. B. Notice of Cancellation or Change:All the policies of insurance (and the certificates or other evidence thereof)required to be purchased and maintained in accordance with this Paragraph 6.05 will contain a provision or endorsementthatthe coverage afforded will not be canceled or materially changed or renewal refused until at least 10 days prior written notice has been given to the purchasing policyholder. Within three days of receipt of any such written notice,the purchasing policyholder shall provide a copy of the notice to each other insured. C. Deductibles:The purchaser of any required builder's risk or property insurance shall pay for costs not covered because of the application of a policy deductible. D. Partial Occupancy or Use by Owner:If Owner will occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work as provided in Paragraph 15.04, then Owner (directly, if it is the purchaser of the builder's risk policy, or through Contractor)will provide notice of such occupancy or use to the builder's risk insurer.The builder's risk insurance shall not be canceled or permitted to lapse on account of any such partial use or occupancy; rather,those portions of the Work that are occupied or used by Owner may come off the builder's risk policy,while those portions of the Work not yet occupied or used by Owner shall remain covered by the builder's risk insurance. E. Additional Insurance: If Contractor elects to obtain other special insurance to be included in or supplement the builder's risk or property insurance policies provided under this Paragraph 6.05, it may do so at Contractor's expense. F. Insurance of Other Property: If the express insurance provisions of the Contract do not require or address the insurance of a property item or interest, such as tools, construction equipment, or other personal property owned by Contractor, a Subcontractor,or an employee of Contractor or a Subcontractor, then the entity or individual owning suchproperty item will be responsible for deciding whether to insure it, and if so in what amount. EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright m 2013 National Sodety of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 24 of 65 6.06 Waiver of Rights A. All policies purchased in accordance with Paragraph 6.05, expressly including the builder's risk policy, shall contain provisions to the effect that in the event of payment of any loss or damage the insurers will have no rights of recovery against any insureds thereunder,or against Engineer or its consultants,or their officers,directors,members, partners, employees, agents, consultants, or subcontractors. Owner and Contractor waive all rights against each other and the respective officers, directors, members, partners,employees,agents,consultants,and subcontractors of each and any of them, for all losses and damages caused by, arising out of,or resulting from any of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work;and, in addition,waive all such rights against Engineer,its consultants,all Subcontractors,all individuals or entities identified in the Supplementary Conditions as insureds,and theofficers,directors,members,partners,employees,agents,consultants, and subcontractors of each and any of them, under such policies for losses and damages so caused. None ofthe above waivers shall extend to the rights that any party making such waiver may have tothe proceeds of insurance held by OwnerorContractor as trustee or fiduciary, or otherwise payable under any policy so issued. B. Owner waives all rights against Contractor, Subcontractors, and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them,for: 1. loss due to business interruption,loss of use,or other consequential loss extending beyond direct physical loss or damage to Owner's property orthe Work caused by, arising out of, or resulting from fire or other perils whether or not insured by Owner; and 2. loss or damage to the completed Project or part thereof caused by,arising out of, or resulting from fire or other insured peril or cause of loss covered by any property insurance maintained on the completed Project or part thereof by Owner during partial occupancy or use pursuant to Paragraph 15.04, after Substantial Completion pursuant to Paragraph 15.03, or after final payment pursuant to Paragraph 15.06. C. Any insurance policy maintained by Owner covering any loss, damage or consequential loss referred to in Paragraph 6.06.E shall contain provisions to the effect that in the event of payment of any such loss,damage,or consequential loss,the insurers will have no rights of recovery against Contractor, Subcontractors, or Engineer, or the officers, directors, members, partners, employees, agents, consultants, or subcontractors of each and any of them. D. Contractor shall be responsible for assuring that the agreement under which a Subcontractor performs a portion of the Work contains provisions whereby the Subcontractor waives all rights against Owner, Contractor, all individuals or entities identified in the Supplementary Conditions as insureds,the Engineer and its consultants, and the officers, directors, members, partners, employees, agents, consultants, and subcontractors of each and any of them,for all losses and damages caused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by builder's risk insurance and any other property insurance applicable to the Work. 6.07 Receipt and Application of Property Insurance Proceeds A. Any insured loss under the builder's risk and other policies of insurance required by Paragraph 6.05 will be adjusted and settled with the named insured that purchased the EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of ova Engineers.All rights reserved. Page 25 of 65 policy.Such named insured shall act as fiduciary for the other insureds,and give notice to such other insureds that adjustment and settlement of a claim is in progress.Any other insured may state its position regarding a claim for insured loss in writing within 15 days after notice of such claim. B. Proceeds for such insured losses may be made payable by the insurer either jointly to multiple insureds,ortothe named insured that purchased the policy in its own right and as fiduciary for other insureds,subject to the requirements of any applicable mortgage clause.A named insured receiving insurance proceeds underthe builder's risk and other policies of insurance required by Paragraph 6.05 shall distribute such proceeds in accordance with such agreement as the parties in interest may reach, or as otherwise required underthe dispute resolution provisions of this Contract or applicable Laws and Regulations. C. If no other special agreement is reached, the damaged Work shall be repaired or replaced,the money so received applied on account thereof,and the Work and the cost thereof covered by Change Order, if needed. ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES 7.01 Supervision and Superintendence A. Contractor shall supervise, inspect,and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents.Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. B. At all times during the progress of the Work, Contractor shall assign a competent resident superintendent who shall not be replaced without written notice to Owner and Engineer except under extraordinary circumstances. 7.02 Labor; Working Hours A. Contractor shall provide competent,suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents.Contractor shall at all times maintain good discipline and order at the Site. B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto,and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours, Monday through Friday.Contractor will not perform Work on a Saturday,Sunday,or any legal holiday. Contractor may perform Work outside regular working hours or on Saturdays,Sundays,or legal holidays only with Owner's written consent,which will not be unreasonably withheld. 7.03 Services, Materials, and Equipment A. Unless otherwise specified in the Contract Documents, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor,transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start up, and completion of the Work, whether or not such items are specifically called for in the Contract Documents. B. All materials and equipment incorporated into the Work shall be of good quality and new,except as otherwise provided in the Contract Documents. All special warranties EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Comparies, and American Society of Civil Engineers.All rights reserved. Page 26 of 65 and guarantees required by the Specifications shall expressly run to the benefit of Owner.If required by Engineer,Contractor shall furnish satisfactory evidence(including reports of required tests)as to the source,kind,and quality of materials and equipment. C. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be provided in the Contract Documents. 7.04 "Or Equals" A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item orthe name of a particular Supplier, the Contract Price has been based upon Contractor furnishing such item as specified. The specification or description of such an item is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or"or equal"item is permitted, Contractor may request that Engineer authorize the use of other items of material or equipment,or items from other proposed suppliers underthe circumstances described below. 1. If Engineer in its sole discretion determines that an item of material or equipment proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, Engineer shall deem it an "or equal" item. For the purposes of this paragraph, a proposed item of material or equipment will be considered functionally equal to an item so named if: a. in the exercise of reasonable judgment Engineer determines that: 1) it is at least equal in materials of construction, quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function and achieve the results imposed by the design concept of the completed Project as a functioning whole; 3) it has a proven record of performance and availability of responsive service;and 4) it is not objectionable to Owner. b. Contractor certifies that, if approved and incorporated into the Work: 1) there will be no increase in cost to the Owner or increase in Contract Times;and 2) it will conform substantially to the detailed requirements of the item named in the Contract Documents. B. Contractor's Expense:Contractor shall provide all data in support of any proposed "or equal"item at Contractor's expense. C. Engineer's Evaluation and Determination:Engineer will be allowed a reasonable time to evaluate each"or-equal"request.Engineer may require Contractor to furnish additional data about the proposed "or-equal" item. Engineer will be the sole judge of acceptability. No "or-equal"item will be ordered,furnished, installed,or utilized until Engineer's review iscomplete and Engineer determines that the proposed item is an"or- equal", which will be evidenced by an approved Shop Drawing or other written communication. Engineer will advise Contractor in writing of any negative determination. EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Owl Engineers.All rights reserved. Page 27 of 65 D. Effect of Engineer's Determination:Neither approval nor denial of an"or-equal"request shall result in any change in Contract Price. The Engineer's denial of an "or-equar request shall be final and binding,and may not be reversed through an appeal under any provision of the Contract Documents. E. Treatment as a Substitution Request:If Engineer determines that an item of material or equipment proposed by Contractor does not qualify as an "or-equal" item, Contractor may request that Engineer considered the proposed item as a substitute pursuant to Paragraph 7.05. 7.05 Substitutes A. Unless the specification or description of an item of material or equipment required to be furnished under the Contract Documents contains or is followed by words reading that no substitution is permitted, Contractor may request that Engineer authorize the use of other items of material or equipment under the circumstances described below. To the extent possible such requests shall be made before commencement of related construction at the Site. 1. Contractor shall submit sufficient information as provided below to allow Engineer to determine if the item of material or equipment proposed is functionally equivalent to that named and an acceptable substitute therefor.Engineer will not accept requests for review of proposed substitute items of material or equipment from anyone other than Contractor. 2. The requirements for review by Engineer will be as set forth in Paragraph 7.05.B, as supplemented by the Specifications, and as Engineer may decide is appropriate under the circumstances. 3. Contractor shall make written application to Engineer for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application: a. shall certify that the proposed substitute item will: 1) perform adequately the functions and achieve the results called for by thegeneral design, 2) be similar in substance to that specified, and 3) be suited to the same use as that specified. b. will state: 1) the extent, if any,to which the use of the proposed substitute item will necessitate a change in Contract Times, 2) whether use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with Ownerfor otherwork on the Project)to adapt thedesign to the proposed substitute item, and 3) whether incorporation or use of the proposed substitute item in connection with the Work is subject to payment of any license fee or royalty. c. will identify: 1) all variations of the proposed substitute item from that specified, and 2) available engineering, sales, maintenance, repair, and replacement EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 28 of 65 services. d. shall contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including but not limited to changes inContract Price,shared savings,costs of redesign,and claims of other contractors affected by any resulting change. B. Engineer's Evaluation and Determination:Engineer will be allowed a reasonable time to evaluate each substitute request, and to obtain comments and direction from Owner. Engineer may require Contractor to furnish additional data about the proposed substitute item. Engineer will be the sole judge of acceptability. No substitute will be ordered,furnished,installed,or utilized until Engineer's review is complete and Engineer determinesthat the proposed item is an acceptable substitute.Engineer's determination will be evidenced by a Field Order or a proposed Change Order accounting for the substitution itself and all related impacts,including changes in Contract Price or Contract Times. Engineer will advise Contractor in writing of any negative determination. C. Special Guarantee:Owner may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute. D. Reimbursement of Engineer's Cost:Engineerwill record Engineer's costs in evaluating a substitute proposed or submitted by Contractor. Whether or not Engineer approves a substitute so proposed or submitted by Contractor, Contractor shall reimburse Owner for the reasonable charges of Engineer for evaluating each such proposed substitute. Contractor shall also reimburse Owner for the reasonable charges of Engineer for making changes in the Contract Documents(or in the provisions of any other direct contract with Owner) resulting from the acceptance of each proposed substitute. E. Contractor's Expense: Contractor shall provide all data in support of any proposed substitute at Contractor's expense. F. Effect of Engineer's Determination: If Engineer approves the substitution request, Contractor shall execute the proposed Change Order and proceed with the substitution. The Engineer's denial of a substitution request shall be final and binding, and may not be reversed through an appeal under any provision of the Contract Documents. Contractor may challenge the scope of reimbursement costs imposed under Paragraph 7.05.D, by timely submittal of a Change Proposal. 7.06 Concerning Subcontractors, Suppliers, and Others A. Contractor may retain Subcontractors and Suppliers for the performance of parts of the Work. Such Subcontractors and Suppliers must be acceptable to Owner. B. Contractor shall retain specific Subcontractors,Suppliers,or other individuals or entities forthe performance of designated parts of the Work if required by the Contract to do so. C. Subsequent to the submittal of Contractor's Bid or final negotiation of the terms of the Contract,Owner may not require Contractor to retain any Subcontractor, Supplier, or otherindividual or entity to furnish or perform any of the Work against which Contractor has reasonable objection. D. Prior to entry into any binding subcontract or purchase order,Contractorshall submit to Ownerthe identity of the proposedSubcontractororSupplier(unless Owner has already deemed such proposed Subcontractor or Supplier acceptable, during the bidding process or otherwise). Such proposed Subcontractor or Supplier shall be deemed acceptable to Ownerunless Owner raises a substantive,reasonable objection within five days. EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Evil Engineers.All rights reserved. Page 29 of 65 E. Owner may require the replacement of any Subcontractor,Supplier,or other individual or entity retained by Contractor to perform any part of the Work. Owner also may require Contractor to retain specific replacements;provided,however,that Owner may not requirea replacement to which Contractor has a reasonable objection.If Contractor has submitted the identity of certain Subcontractors, Suppliers, or other individuals or entities for acceptance by Owner, and Owner has accepted it (either in writing or by failing to make written objection thereto),then Owner may subsequently revoke the acceptance of any such Subcontractor, Supplier, or other individual or entity so identified solely on the basis of substantive, reasonable objection after due investigation. Contractor shall submit an acceptable replacement for the rejected Subcontractor,Supplier, or other individual or entity. F. If Owner requires the replacementof any Subcontractor,Supplier,or other individual or entity retained by Contractor to perform any part of the Work,then Contractor shall be entitled to an adjustment in Contract Price or Contract Times, or both, with respect to the replacement;and Contractor shall initiate a Change Proposal for such adjustment within 30 days of Owner's requirement of replacement. G. No acceptance by Owner of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement,shall constitute a waiver of the right of Owner to the completion of the Work in accordance with the Contract Documents. H. On a monthly basis Contractor shall submit to Engineer a complete list of all Subcontractorsand Suppliers having a direct contract with Contractor,and of all other Subcontractors and Suppliers known to Contractor at the time of submittal. I. Contractor shall be fully responsible to Owner and Engineer for all acts and omissions of theSubcontractors,Suppliers,and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor's own acts and omissions. J. Contractor shall be solely responsible for scheduling and coordinating the work of Subcontractors,Suppliers,and all other individuals or entities performing or furnishing any of the Work. K. Contractor shall restrict all Subcontractors, Suppliers, and such other individuals or entities performing orfurnishing any of the Work from communicating with Engineer or Owner,except through Contractor or in case of an emergency,or as otherwise expressly allowed herein. L. The divisions and sections of the Specifications and the identifications of any Drawings shallnot control Contractor in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any specific trade. M. All Work performed for Contractor by a Subcontractor or Supplier shall be pursuant to an appropriate contractual agreement that specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Documents for the benefit of Owner and Engineer. N. Owner may furnish to any Subcontractor or Supplier, to the extent practicable, information about amounts paid to Contractor on account of Work performed for Contractor by the particular Subcontractor or Supplier. EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright 0 2013 National Sodety of Professional Engineers,American Council of Engineering Companies, and American Society of OW Engineers.All rights reserved. Page 30 of 65 0. Nothing in the Contract Documents: 1. shall create for the benefit of any such Subcontractor,Supplier,or other individual or entity any contractual relationship between Owner or Engineer and any such Subcontractor, Supplier, or other individual or entity; nor 2. shall create any obligation on the part of Owner or Engineer to pay or to see to the payment of any money due any such Subcontractor,Supplier,or other individual or entity except as may otherwise be required by Laws and Regulations. 7.07 Patent Fees and Royalties A. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. If a particular invention,design,process,product, or device is specified in the Contract Documents for use in the performance of the Work and if,to the actual knowledge of Owner or Engineer,its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others,the existence of such rights shall be disclosed by Owner in the Contract Documents. B. To the fullest extent permitted by Laws and Regulations,Owner shall indemnify and hold harmless Contractor, and its officers,directors,members,partners,employees,agents, consultants,and subcontractors from and against all claims, costs, losses,and damages (including but not limited to all fees and charges of engineers,architects,attorneys,and other professionals,and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention,design,process,product,or device specified in the Contract Documents,but not identified as being subject to payment of any license fee or royalty to others required by patent rights or copyrights. C. To the fullest extent permitted by Laws and Regulations,Contractor shall indemnify and hold harmless Owner and Engineer, and the officers, directors, members, partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringementof patent rights or copyrights incident to the use in the performance of the Work orresulting from the incorporation in the Work of any invention,design,process, product,or device not specified in the Contract Documents. 7.08 Permits A. Unless otherwise provided in the Contract Documents,Contractor shall obtain and pay for all construction permits and licenses.Owner shall assist Contractor,when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work which are applicable at the time of the submission of Contractor's Bid(or when Contractor became bound under a negotiated contract).Owner shall pay all charges of utility owners for connections for providing permanent service to the Work EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 31 of 65 7.09 Taxes A. Contractor shall pay all sales,consumer,use,and other similar taxes required to be paid byContractor in accordance with the Laws and Regulations of the place of the Project which are applicable during the performance of the Work. 7.10 Laws and Regulations A. Contractor shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations,neither Owner nor Engineer shall be responsible for monitoring Contractor's compliance with any Laws or Regulations. B. If Contractor performs any Work or takes any other action knowing or having reason to know that it is contrary to Laws or Regulations,Contractor shall bear all resulting costs and losses,and shall indemnify and hold harmless Owner and Engineer,and the officers, directors, members, partners, employees,agents, consultants, and subcontractors of each and any of them from and against all claims,costs, losses,and damages(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs)arising out of or relating to such Work or other action. It shall not be Contractor's responsibility to make certain that the Work described in the Contract Documents is in accordance with Laws and Regulations,but this shall not relieve Contractor of Contractor's obligations under Paragraph 3.03. C. Owner or Contractor may give notice to the other party of any changes after the submission of Contractor's Bid (orafterthe date when Contractor became bound under a negotiated contract) in Laws or Regulations having an effect on the cost or time of performance of the Work, including but not limited to changes in Laws or Regulations having an effect on procuring permits and on sales,use,value-added,consumption,and other similar taxes. If Owner and Contractor are unable to agree on entitlement to or on the amount or extent,if any,of any adjustment in Contract Price or Contract Times resulting from such changes,then within 30 days of such notice Contractor may submit a Change Proposal, or Owner may initiate a Claim. 7.11 Record Documents A. Contractor shall maintain in a safe place at the Site one printed record copy of all Drawings,Specifications, Addenda, Change Orders, Work Change Directives, Field Orders, written interpretations and clarifications, and approved Shop Drawings. Contractor shall keep such record documents in good order and annotate them to show changes made during construction.These record documents,together with all approved Samples,will be available to Engineer for reference. Upon completion of the Work, Contractor shall deliver these record documents to Engineer. 7.12 Safety and Protection A. Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. Such responsibility does not relieve Subcontractors of their responsibility forthe safety of persons or property in the performance of their work, nor for compliance with applicable safety Laws and Regulations.Contractor shall take all necessary precautions for the safety of,and shall provide the necessary protection to prevent damage, injury, or loss to: 1. all persons on the Site or who may be affected by the Work; 2. all the Work and materials and equipment to be incorporated therein,whether in storage on or off the Site; and EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright m 2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Gvil Engineers.All rights reserved. Page 32 of 65 3. other property at the Site or adjacent thereto,including trees,shru bs,lawns,waks, pavements, roadways, structures, other work in progress, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction. B. Contractor shall comply with all applicable Laws and Regulations relating to the safety of persons or property,or to the protection of persons or property from damage,injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify Owner; the owners of adjacent property, Underground Facilities, and other utilities; and other contractors and utility owners performing work at or adjacent to the Site,when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation, and replacement of their property or work in progress. C. Contractor shall comply with the applicable requirements of Owner's safety programs, if any. The Supplementary Conditions identify any Owner's safety programs that are applicable to the Work. D. Contractor shall inform Ownerand Engineerof the specific requirementsof Contractor's safety program with which Owner's and Engineer's employees and representatives must comply while at the Site. E. All damage,injury,or loss to any property referred to in Paragraph 7.12.A.2 or 7.12.A.3 caused, directly or indirectly, in whole or in part, by Contractor, any Subcontractor, Supplier,or any other individual or entity directly or indirectly employed by any of them to perform any of the Work, or anyone forwhose acts any of them may be liable, shall be remedied by Contractor at its expense(except damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of Owner or Engineer or anyone employed by any of them,or anyone forwhose acts any of them may be liable, and not attributable,directly or indirectly, in whole or in part,to the fault or negligence of Contractor or any Subcontractor,Supplier, or other individual or entity directly or indirectly employed by any of them). F. Contractor's duties and responsibilities for safety and protection shall continue until such time as all the Work is completed and Engineer has issued a notice to Owner and Contractor in accordance with Paragraph 15.06.E that the Work is acceptable(except as otherwise expressly provided in connection with Substantial Completion). G. Contractor's duties and responsibilities for safety and protection shall resume whenever Contractor or any Subcontractor or Supplier returns to the Site to fulfill warranty or correction obligations,or to conduct other tasks arising from the Contract Documents. 7.13 Safety Representative A. Contractor shall designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be the prevention of accidents and the maintaining and supervising of safety precautions and programs. 7.14 Hazard Communication Programs A. Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the Site in accordance with Laws or Regulations. 7.15 Emergencies A. In emergencies affecting the safety or protection of persons or the Work or property at EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engreers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 33 of 65 the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss. Contractor shall give Engineer prompt written notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If Engineer determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Work Change Directive or Change Order will be issued. 7.16 Shop Drawings, Samples, and Other Submittals A. Shop Drawing and Sample Submittal Requirements: 1. Before submitting a Shop Drawing or Sample, Contractor shall have: a. reviewed and coordinated the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents; b. determined and verified all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect thereto; c. determined and verified the suitability of all materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage,assembly,and installation pertaining to the performance of the Work; and d. determined and verified all information relative to Contractor's responsibilitiesformeans,methods,techniques,sequences,and procedures of construction, and safety precautions and programs incident thereto. 2. Each submittal shall bear a stamp or specific written certification that Contractor has satisfied Contractor's obligations under the Contract Documents with respect to Contractor's review of that submittal, and that Contractor approves the submittal. 3. With each submittal, Contractor shall give Engineer specific written notice of any variations that the Shop Drawing or Sample may have from the requirements of the Contract Documents.This notice shall be set forth in a written communication separate from the Shop Drawings or Sample submittal;and,in addition,in the case of Shop Drawings by a specific notation made on each Shop Drawing submitted to Engineer for review and approval of each such variation. B. Submittal Procedures for Shop Drawings and Samples: Contractor shall submit Shop Drawings and Samples to Engineer for review and approval in accordance with the accepted Schedule of Submittals. Each submittal will be identified as Engineer may require. 1. Shop Drawings: a. Contractor shall submit the number of copies required in the Specifications. b. Data shown on the Shop Drawings will be complete with respect to quantities, dimensions,specified performance and design criteria, materials, and similar datato show Engineer the services, materials, and equipment Contractor proposes to provide and to enable Engineer to review the information for the limited purposes required by Paragraph 7.16.D. EJCDC®C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of avil Engineers.All rights reserved. Page 34 of 65 2. Samples: a. Contractor shall submit the number of Samples required in the Specifications. b. Contractor shall clearly identify each Sample as to material,Supplier,pertinent data such as catalog numbers,the use for which intended and other data as Engineer may require to enable Engineer to review the submittal for the limited purposes required by Paragraph 7.16.D. 3. Where a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals,any related Work performed prior to Engineer's review and approval of the pertinent submittal will be at the sole expenseand responsibility of Contractor. C. Other Submittals:Contractor shall submit other submittals to Engineer in accordance with the accepted Schedule of Submittals, and pursuant to the applicable terms of the Specifications. D. Engineer's Review: 1. Engineer will provide timely review of Shop Drawings and Samples in accordance with the Schedule of Submittals acceptable to Engineer. Engineer's review and approval willbe only to determine if the items covered by the submittals will, after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Engineer's review and approval will not extend to means, methods,techniques, sequences,or procedures of construction or to safety precautions or programs incident thereto. 3. Engineer's review and approval of a separate item assuch will not indicate approval of the assembly in which the item functions. 4. Engineer's review and approval of a Shop Drawing or Sample shall not relieve Contractor from responsibility for any variation from the requirements of the Contract Documents unless Contractor has complied with the requirements of Paragraph 7.16.A.3 and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer will document any such approved variation from the requirementsof the Contract Documents in a Field Order. 5. Engineer's review and approval of a Shop Drawing or Sample shall not relieve Contractor from responsibility for complying with the requirements of Paragraph 7.16.A and B. 6. Engineer's review and approval of a Shop Drawing or Sample,or of a variation from the requirements of the Contract Documents, shall not, under any circumstances, change the Contract Times or Contract Price,unless such changes are included in a Change Order. 7. Neither Engineer's receipt, review, acceptance or approval of a Shop Drawing, Sample, or other submittal shall result in such item becoming a Contract Document. 8. Contractor shall perform the Work in compliance with the requirements and commitments set forth in approved Shop Drawings and Samples,subject to the provisions of Paragraph 7.16.D.4. EICDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 35 of 65 E. Resubmittal Procedures: 1. Contractor shall make corrections required by Engineer and shall return the required number of corrected copies of Shop Drawings and submit,as required, new Samples for review and approval. Contractor shall direct specific attention in writing to revisions other than the corrections called for by Engineer on previous submittals. 2. Contractor shall furnish required submittals with sufficient information and accuracy to obtain required approval of an item with no more than three submittals. Engineer will record Engineer's time for reviewing a fourth or subsequent submittal of a Shop Drawings,sample,orother item requiring approval, and Contractor shall beresponsible for Engineer's charges to Ownerfor such time. Owner may impose a set- off against payments due to Contractor to secure reimbursement for such charges. 3. If Contractor requests a change of a previously approved submittal item,Contractor shall be responsible for Engineer's charges to Ownerfor its review time,and Owner may impose a set-off against payments due to Contractor to secure reimbursement for such charges, unless the need for such change is beyond the control of Contractor. 7.17 Contractor's General Warranty and Guarantee A. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract Documents and will not be defective.Engineer and its officers, directors, members, partners, employees, agents, consultants, and subcontractors shall be entitled torely on Contractor's warranty and guarantee. B. Contractor's warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse,modification,or improper maintenance or operation by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible; or 2. normal wear and tear under normal usage. C. Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents ora release of Contractor's obligation to perform the Work in accordance with the Contract Documents: 1. observations by Engineer; 2. recommendation by Engineer or payment by Owner of any progressor final payment; 3. the issuance of a certificate of Substantial Completion by Engineer or any paymentrelated thereto by Owner; 4. use or occupancy of the Work or any part thereof by Owner; 5. any review and approval of a Shop Drawing or Sample submittal; 6. the issuance of a notice of acceptability by Engineer; 7. any inspection, test, or approval by others;or 8. any correction of defective Work by Owner. D. If the Contract requires the Contractor to accept the assignment of a contract entered into by Owner, then the specific warranties, guarantees, and correction obligations EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Ovil Engineers.All rights reserved. Page 36 of 65 contained inthe assigned contract shall govern with respect to Contractor's performance obligations to Owner for the Work described in the assigned contract. 7.18 Indemnification A. To the fullest extent permitted by Laws and Regulations, and in addition to any other obligations of Contractor under the Contract or otherwise, Contractor shall indemnify and hold harmless Owner and Engineer,and the officers,directors,members,partners, employees, agents, consultants and subcontractors of each and any of them from and against all claims, costs, losses, and damages(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the performance of the Work, provided that any such claim, cost, loss, or damage is attributable to bodily injury,sickness,disease,or death,or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom but only to the extent caused by any negligent act or omission of Contractor, any Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform any of the Work or anyone for whose acts any of them may be liable. B. In any and all claims against Owner or Engineer or any of their officers, directors, members,partners,employees,agents,consultants,or subcontractors by any employee (or the survivor or personal representative of such employee) of Contractor, any Subcontractor, any Supplier,or any individual or entity directly or indirectly employed by any of them to perform any of the Work,or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 7.18.A shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable by or for Contractor or any such Subcontractor,Supplier,or other individual or entity under workers'compensation acts, disability benefit acts, or other employee benefit acts. C. The indemnification obligations of Contractor under Paragraph 7.18.A shall not extend to the liability of Engineer and Engineer's officers, directors, members, partners, employees, agents, consultants and subcontractors arising out of: 1. the preparation or approval of, or the failure to prepare or approve maps, Drawings,opinions,reports,surveys,Change Orders,designs,or Specifications; or 2. giving directions or instructions,or failing to give them,if that is the primary cause of the injury or damage. 7.19 Delegation of Professional Design Services A. Contractor will not be required to provide professional design services unless such services are specifically required by the Contract Documents fora portion of the Work or unless such services are required to carry out Contractor's responsibilities for construction means,methods,techniques,sequences and procedures.Contractor shall not be required to provide professional services in violation of applicable Laws and Regulations. B. If professional design services or certifications by a design professional related to systems,materials,or equipment are specifically required of Contractor by the Contract Documents, Owner and Engineer will specify all performance and design criteria that such services mustsatisfy. Contractor shall cause such services or certifications to be provided by a properly licensed professional,whose signature and seal shall appear on all drawings,calculations, specifications, certifications,and other submittals prepared EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Sodety of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 37 of 65 by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to Engineer. C. Owner and Engineer shall be entitled to rely upon the adequacy, accuracy, and completeness of the services, certifications, or approvals performed by such design professionals, provided Owner and Engineer have specified to Contractor all performance and design criteria that such services must satisfy. D. Pursuant to this paragraph, Engineer's review and approval of design calculations and design drawings will be only for the limited purpose of checking for conformance with performance and design criteria given and the design concept expressed in the Contract Documents. Engineer's review and approval of Shop Drawings and other submittals (except design calculations and design drawings) will be only for the purpose stated in Paragraph 7.16.D.1. E. Contractor shall not be responsible for the adequacy of the performance or design criteria specified by Owner or Engineer. ARTICLE 8—OTHER WORK AT THE SITE 8.01 Other Work A. In addition to and apart from the Work under the Contract Documents,the Owner may perform other work at or adjacent to the Site. Such other work may be performed by Owner's employees,orthrough contracts between the Owner and third parties. Owner may also arrange to have third-party utility owners perform work on their utilities and facilities at or adjacent to the Site. B. If Owner performs other work at or adjacent to the Site with Owner's employees,or through contracts for such other work,then Owner shall give Contractor written notice thereof prior to starting any such other work. If Owner has advance information regarding the start of any utility work at or adjacent to the Site,Owner shall provide such informationto Contractor. C. Contractor shall afford each other contractor that performs such other work,each utility owner performing other work, and Owner, if Owner is performing other work with Owner's employees, proper and safe access to the Site, and provide a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work.Contractor shall do all cutting, fitting,and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others bycutting, excavating, or otherwise altering such work; provided, however,that Contractor may cut or alter others' work with the written consent of Engineer and the others whose work will be affected. D. If the proper execution or results of any part of Contractor's Work depends upon work performed by others under this Article 8, Contractor shall inspect such other work and promptly report to Engineer in writing any delays,defects,or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor's Work.Contractor's failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor's Work except for latent defects and deficiencies in such other work. E1CDC®C-700(Rev. 1), Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights rese rved. Page 38 of 65 8.02 Coordination A. If Owner intends to contract with others for the performance of other work at or adjacent to the Site, to perform other work at or adjacent to the Site with Owner's employees,or to arrange to have utility owners perform work at or adj ace nt to the Site, the following will be set forth in the Supplementary Conditionsor provided to Contractor prior to the start of any such other work: 1. the identity of the individual or entity that will have authority and responsibility forcoordination of the activities among the various contractors; 2. an itemization of the specific matters to be covered by such authority and responsibility; and 3. the extent of such authority and responsibilities. B. Unless otherwise provided in the Supplementary Conditions, Owner shall have sole authority and responsibility for such coordination. 8.03 Legal Relationships A. If, in the course of performing other work at or adjacent to the Site for Owner, the Owner's employees, any other contractor working for Owner,or any utility owner for whom the Owner is responsible causes damage to the Work or to the property of Contractor or its Subcontractors, or delays, disrupts, interferes with,or increases the scope or cost of the performance of the Work, through actions or inaction, then Contractor shall be entitled to an equitable adjustment in the Contract Price or the Contract Times, or both. Contractor must submit any Change Proposal seeking an equitable adjustment in the Contract Price or the Contract Times under this paragraph within 30 days of the damaging, delaying, disrupting, or interfering event. The entitlement to, and extent of, any such equitable adjustment shall take into account information (if any) regarding such other work that was provided to Contractor in the Contract Documents priorto the submittal of the Bid or the final negotiation of the terms of the Contract. When applicable, any such equitable adjustment in Contract Price shall be conditioned on Contractor assigning to Owner all Contractor's rights against such other contractor or utility owner with respect to the damage, delay, disruption, or interference that is the subject of the adjustment. Contractor's entitlement to an adjustment of the Contract Times is conditioned on such adjustment being essential to Contractor's ability to complete the Work within the ContractTimes. B. Contractor shall take reasonable and customary measures to avoid damaging,delaying, disrupting,or interfering with the work of Owner, any other contractor, or any utility ownerperforming other work at or adjacent to the Site. If Contractor fails to take such measures and as a result damages, delays, disrupts,or interferes with the work of any such other contractor or utility owner, then Owner may impose a set-off against payments due to Contractor,and assign to such other contractor or utility owner the Owner's contractual rights against Contractor with respect to the breach of the obligations set forth in this paragraph. C. When Owner is performing other work at or adjacent to the Site with Owner's employees,Contractor shall be liable to Owner for damage to such otherwork,and for the reasonable direct delay, disruption, and interference costs incurred by Owner as a result of Contractor's failure to take reasonable and customary measures with respect to Owner's otherwork. In response to such damage,delay,disruption,or interference, Owner may impose a set-off against payments due to Contractor. EJCDC®C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Sudety of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 39 of 65 D. If Contractor damages, delays, disrupts, or interferes with the work of any other contractor,or any utility owner performing other work at or adjacent to the Site,through Contractor's failure to take reasonable and customary measures to avoid such impacts, or if any claim arising out of Contractor's actions, inactions, or negligence in performance of the Work ator adjacent to the Site is made by any such other contractor or utility owner against Contractor, Owner, or Engineer, then Contractor shall (1) promptly attempt to settle the claim as to all parties through negotiations with such other contractor or utility owner,or otherwise resolve the claim by arbitration or other dispute resolution proceeding or at law,and(2)indemnify and hold harmless Owner and Engineer,and the officers,directors,members,partners,employees,agents,consultants and subcontractors of each and any of them from and against any such claims, and against all costs, losses,and damages(including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such damage, delay, disruption, or interference. ARTICLE 9—OWNER'S RESPONSIBILITIES 9.01 Communications to Contractor A. Except as otherwise provided in these General Conditions, Owner shall issue all communications to Contractor through Engineer. 9.02 Replacement of Engineer A. Owner may at its discretion appoint an engineer to replace Engineer, provided Contractor makes no reasonable objection to the replacement engineer. The replacement engineer's status underthe Contract Documents shall be that of the former Engineer. 9.03 Furnish Data A. Owner shall promptly furnish the data required of Owner underthe Contract Documents. 9.04 Pay When Due A. Owner shall make payments to Contractor when they are due as provided in the Agreement. 9.05 Lands and Easements;Reports, Tests, and Drawings A. Owner's duties with respect to providing lands and easements are set forth in Paragraph 5.01. B. Owner's duties with respect to providing engineering surveys to establish reference points are set forth in Paragraph 4.03. C. Article 5 refers to Owner's identifying and making available to Contractor copies of reports of explorations and tests of conditions at the Site, and drawings of physical conditions relating to existing surface or subsurface structures at the Site. 9.06 Insurance A. Owner's responsibilities, if any, with respect to purchasing and maintaining liability and property insurance are set forth in Article 6. 9.07 Change Orders A. Owner's responsibilities with respect to Change Orders are set forth in Article 11. EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Ovil Engineers.All rights reserved. Page 40 of 65 9.08 Inspections, Tests, and Approvals A. Owner's responsibility with respect to certain inspections,tests, and approvals is set forthin Paragraph 14.02.B. 9.09 Limitations on Owner's Responsibilities A. The Owner shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor's means, methods, techniques, sequences, or procedures of construction,or the safety precautions and programs incident thereto,or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Owner will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. Owner's responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in Paragraph 5.06. 9.11 Evidence of financial Arrangements A. Upon request of Contractor, Owner shall furnish Contractor reasonable evidence that financial arrangements have been made to satisfy Owner's obligations under the Contract Documents(including obligations under proposed changes in the Work). 9.12 Safety Programs A. While at the Site,Owner's employees and representatives shall comply with the specific applicable requirements of Contractor's safety programs of which Owner has been informed. B. Owner shall furnish copies of any applicable Owner safety programs to Contractor. ARTICLE 10—ENGINEER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. Engineer will be Owner's representative during the construction period.The duties and responsibilities and the limitations of authority of Engineer as Owner's representative during construction are set forth in the Contract. 10.02 Visits to Site A. Engineer will make visits to the Site at intervals appropriate to the various stages of construction as Engineer deems necessary in order to observe as an experienced and qualified design professional the progress that has been made and the quality of the various aspects of Contractor's executed Work. Based on information obtained during such visits and observations, Engineer, for the benefit of Owner, will determine, in general,if theWork is proceeding in accordance with the Contract Documents. Engineer will not berequired to make exhaustive or continuous inspections on the Site to check the quality or quantity of the Work. Engineer's efforts will be directed toward providing for Owner a greater degree of confidence that the completed Work will conform generally to the Contract Documents. On the basis of such visits and observations, Engineer will keep Owner informed of the progress of the Work and will endeavor to guard Owner against defective Work. B. Engineer's visits and observations are subject to all the limitations on Engineer's authority and responsibility set forth in Paragraph 10.08. Particularly, but without limitation, during EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American CouncJ of Engineering Comparies, and American Society of Civil Engineers.All rights reserved. Page 41 of 65 or as a result of Engineer's visits or observations of Contractor's Work,Engineer will not supervise, direct, control, or have authority over or be responsible for Contractor's means, methods,techniques,sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. 10.03 Project Representative A. If Owner and Engineer have agreed that Engineer will furnish a Resident Project Representative to represent Engineer at the Site and assist Engineer in observing the progress and quality of the Work, then the authority and responsibilities of any such Resident Project Representative will be as provided in the Supplementary Conditions, and limitations on the responsibilities thereof will be as provided in Paragraph 10.08. If Owner designates another representative or agent to represent Owner at the Site who is not Engineer's consultant,agent,or employee,the responsibilities and authority and limitations thereon of such other individual or entity will be as provided in the Supplementary Conditions. 10.04 Rejecting Defective Work A. Engineer has the authority to reject Work in accordance with Article 14. 10.05 Shop Drawings, Change Orders and Payments A. Engineer's authority, and limitations thereof, as to Shop Drawings and Samples, are set forth in Paragraph 7.16. B. Engineer's authority, and limitations thereof, as to design calculations and design drawings submitted in response to a delegation of professional design services, if any, are set forth in Paragraph 7.19. C. Engineer's authority as to Change Orders is set forth in Article 11. D. Engineer's authority as to Applications for Payment is set forth in Article 15. 10.06 Determinations for Unit Price Work A. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor as set forth in Paragraph 13.03. 10.07 Decisions on Requirements of Contract Documents and Acceptability of Work A. Engineer will render decisions regarding the requirements of the Contract Documents, and judge the acceptability of the Work, pursuant to the specific procedures set forth herein forinitial interpretations, Change Proposals, and acceptance of the Work. In rendering such decisions and judgments,Engineer will not show partiality to Owner or Contractor,and will not be liable to Owner,Contractor,or others in connection with any proceedings, interpretations, decisions, or judgments conducted or rendered in good faith. 10.08 Limitations on Engineer's Authority and Responsibilities A. Neither Engineer's authority or responsibility under this Article 10 or under any other provision of the Contract, nor any decision made by Engineer in good faith either to exercise or not exercise such authority or responsibility or the undertaking,exercise,or performance of any authority or responsibility by Engineer,shall create,impose,or give rise to any duty in contract, tort, or otherwise owed by Engineer to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employeeor agent of any of them. EJCDC®C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 42 of 65 B. Engineer will not supervise,direct,control,or have authority over or be responsible for Contractor's means,methods,techniques,sequences,or procedures of construction,or thesafety precautions and programs incident thereto,or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work.Engineer will not be responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. C. Engineer will not be responsible for the acts or omissions of Contractor or of any Subcontractor,any Supplier, or of any other individual or entity performing any of the Work. D. Engineer's review of the final Application for Payment and accompanying documentation and all maintenance and operating instructions,schedules,guarantees, bonds,certificates of inspection,tests and approvals,and other documentation required to be delivered by Paragraph 15.06.A will only be to determine generally that their content complies with the requirementsof,and in the case of certificates of inspections, tests, and approvals, that the results certified indicate compliance with the Contract Documents. E. The limitations upon authority and responsibility set forth in this Paragraph 10.08 shall also apply to the Resident Project Representative, if any. 10.09 Compliance with Safety Program A. While at the Site,Engineer's employeesand representatives will comply with the specific applicable requirements of Owner's and Contractor's safety programs(if any)of which Engineer has been informed. ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS;CHANGES IN THE WORK 11.01 Amending and Supplementing Contract Documents A. The Contract Documents may be amended or supplemented by a Change Order,a Work Change Directive, ora Field Order. 1. Change Orders: a. If an amendment or supplement to the Contract Documentsincludes a change in the Contract Price or the Contract Times, such amendment or supplement must be set forth in a Change Order. A Change Order also may be used to establish amendments and supplements of the Contract Documents that do not affect the Contract Price or Contract Times. b. Owner and Contractor may amend those terms and conditions of the Contract Documents that do not involve (1) the performance or acceptability of the Work, (2) the design (as set forth in the Drawings,Specifications, or otherwise), or (3) other engineering or technical matters, without the recommendation of the Engineer. Such an amendment shall be set forth in a Change Order. 2. Work Change Directives: A Work Change Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the modification ordered or documented by a Work Change Directive will be incorporated in a subsequently issued Change Order,following negotiations by the parties as to the Work Change Directive's effect,if any,on the Contract Price and Contract Times;or, if negotiations are unsuccessful,by a determination underthe terms of the Contract Documents governing adjustments, expressly including EJCDC°C•700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Sodety of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 43 of 65 Paragraph 11.04 regarding change of Contract Price. Contractor must submit any Change Proposal seeking an adjustment of the Contract Price or the Contract Times, or both, no later than 30 days after the completion of the Work set out in the Work Change Directive. Owner must submit any Claim seeking an adjustment of the Contract Price or the Contract Times,or both, no later than 60 days after issuance of the Work Change Directive. 3. Field Orders:Engineer may authorize minor changes in the Work if the changes do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents.Such changes will be accomplished by a Field Order and will be binding on Owner and also on Contractor,which shall perform the Work involved promptly. If Contractor believes that a Field Order justifies an adjustment in the Contract Price or Contract Times, or both, then before proceeding with the Work at issue, Contractor shall submit a Change Proposal as provided herein. 11.02 Owner-Authorized Changes in the Work A. Without invalidating the Contract and without notice to any surety, Owner may, at anytime or from time to time, order additions,deletions,or revisions in the Work. Such changes shall be supported by Engineer's recommendation, to the extent the change involves the design(as set forth in the Drawings, Specifications,or otherwise),or other engineering or technical matters. Such changes may be accomplished by a Change Order,if Owner and Contractor have agreed as to the effect,if any,of the changes on Contract Times or Contract Price; or by a Work Change Directive. Upon receipt of any such document, Contractor shall promptly proceed with the Work involved;or, in the case of a deletion in the Work, promptly cease construction activities with respect to such deleted Work. Added or revised Work shall be performed under the applicable conditions of the Contract Documents. Nothing in this paragraph shall obligate Contractor to undertake work that Contractor reasonably concludes cannot be performed in a manner consistent with Contractor's safety obligations under the Contract Documents or Laws and Regulations. 11.03 Unauthorized Changes in the Work A. Contractor shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with respect to any work performed that is not required by the Contract Documents, as amended, modified, or supplemented, except in the case of an emergencyas provided in Paragraph 7.15 or in the case of uncovering Work as provided in Paragraph 14.05. 11.04 Change of Contract Price A. The Contract Price may only be changed by a Change Order.Any Change Proposal for an adjustment in the Contract Price shall comply with the provisions of Paragraph 11.06. Any Claim for an adjustment of Contract Price shall comply with the provisions of Article 12. B. An adjustment in the Contract Price will be determined as follows: 1. where the Work involved is covered by unit prices contained in the Contract Documents,then by application of such unit prices to the quantities of the items involved (subject to the provisions of Paragraph 13.03);or 2. where the Work involved is not covered by unit prices contained in the Contract Documents,then by a mutually agreed lump sum(which may include an allowance EJCDC®C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of civil Engineers.All rights reserved. Page 44 of 65 for overhead and profit not necessarily in accordance with Paragraph 11.04.C.2); or 3. where the Work involved is not covered by unit prices contained in the Contract Documents and the parties do not reach mutual agreement to a lump sum,then on the basis of the Cost of the Work (determined as provided in Paragraph 13.01) plus a Contractor's fee for overhead and profit (determined as provided in Paragraph 11.04.C). C. Contractor's Fee:When applicable,the Contractor's fee for overhead and profit shall be determined as follows: 1. a mutually acceptable fixed fee;or 2. if a fixed fee is not agreed upon,then a fee based on the following percentages of the various portions of the Cost of the Work: a. for costs incurred under Paragraphs 13.01,B.1 and 13.01.6.2, the Contractor's fee shall be 15 percent; b. for costs incurred under Paragraph 13.01.B.3, the Contractor's fee shall be five percent; c. where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is agreed upon,the intent of Paragraphs 11.04.C.2.a and 11.04.C.2.b is that the Contractor's fee shall be based on: (1) a fee of 15 percentof the costs incurred under Paragraphs 13.01.A.1 and 13.01.A.2 by the Subcontractorthat actually performs the Work,at whatever tier,and (2)with respect to Contractor itself and to any Subcontractors of a tier higher than that of the Subcontractor that actually performs the Work, a fee of five percent of the amount(fee plus underlying costs incurred)attributable to the next lower tier Subcontractor;provided,however,that for any such subcontracted work the maximum total fee to be paid by Owner shall be no greater than 27 percent of the costs incurred by the Subcontractor that actually performs the work; d. no fee shall be payable on the basis of costs itemized under Paragraphs 13.01.B.4,13.01.B.5, and 13.01.C; e. the amount of credit to be allowed by Contractor to Owner for any change which results in a net decrease in cost will be the amount of the actual net decrease in cost plus a deduction in Contractor's fee by an amount equal to five percent of such net decrease;and f. when both additions and credits are involved in any one change, the adjustment in Contractor's fee shall be computed on the basis of the net change in accordance with Paragraphs 11.04.C.2.a through 11.04.C.2.e, inclusive. 11.05 Change of Contract Times A. The Contract Times may only be changed by a Change Order. Any Change Proposal for an adjustment in the Contract Times shall comply with the provisions of Paragraph 11.06. Any Claim for an adjustment in the Contract Times shall comply with the provisions of Article12. B. An adjustment of the Contract Times shall be subject to the limitations set forth in Paragraph 4.05, concerning delays in Contractor's progress. 11.06 Change Proposals A. Contractor shall submit a Change Proposal to Engineer to request an adjustment in the EICDC'C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Soaety of Professional Engineers,American Council of Engineering Companies, and American Society of Ova Engineers.All rights reserved. Page 45 of 65 Contract Times or Contract Price; appeal an initial decision by Engineer concerning the requirements of the Contract Documents or relating to the acceptability of the Work under the Contract Documents; contest a set-off against payment due; or seek other relief under the Contract. The Change Proposal shall specify any proposed change in Contract Times or Contract Price, or both, or other proposed relief, and explain the reason for the proposed change,with citations to any governing or applicable provisions of the Contract Documents. 1. Procedures: Contractor shall submit each Change Proposal to Engineer promptly (butin no event later than 30 days)after the start of the event giving rise thereto, or after such initial decision.The Contractor shall submit supporting data,including the proposed change in Contract Price or Contract Time (if any),to the Engineer and Owner within 15 days after the submittal of the Change Proposal. The supporting data shall be accompanied by a written statement that the supporting data are accurateand complete,and that any requested time or price adjustment is the entire adjustment to which Contractor believes it is entitled as a result of said event.Engineer will advise Owner regarding the Change Proposal,and consider any comments or response from Owner regarding the Change Proposal. 2. Engineer's Action: Engineer will review each Change Proposal and,within 30 days afterreceipt of the Contractor's supporting data,either deny the Change Proposal in whole,approve it in whole,or deny it in part and approve it in part.Such actions shall be in writing,with a copy provided to Owner and Contractor.If Engineer does not take action on the Change Proposal within 30 days, then either Owner or Contractor may atany time thereafter submit a letter to the other party indicating that as a result of Engineer's inaction the Change Proposal is deemed denied, thereby commencing the time for appeal of the denial under Article 12. 3. Binding Decision: Engineer's decision will be final and binding upon Owner and Contractor,unless Owner or Contractor appeals the decision by filing a Claim under Article 12. B. Resolution of Certain Change Proposals: If the Change Proposal does not involve the design (as set forth in the Drawings, Specifications, or otherwise),the acceptability of the Work,orotherengineering ortechnical matters,then Engineer will notify the parties that the Engineer is unable to resolve the Change Proposal. For purposes of further resolution of such a Change Proposal, such notice shall be deemed a denial, and Contractor may choose to seek resolution under the terms of Article 12. 11.07 Execution of Change Orders A. Owner and Contractor shall execute appropriate Change Orders covering: 1. changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Work actually performed in accordance with a Work Change Directive; 2. changes in Contract Price resulting from an Owner set-off, unless Contractor has duly contested such set-off; 3. changes in the Work which are:(a)ordered by Owner pursuant to Paragraph 11.02, (b)required because of Owner's acceptance of defective Work under Paragraph 14.04 or Owner's correction of defective Work under Paragraph 14.07,or(c)agreed to by the parties,subject to the need for Engineer's recommendation if the change in the Work involves the design (as set forth in the Drawings, Specifications, or otherwise), or otherengineering or technical matters; and EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 46 of 65 B. changes in the Contract Price or Contract Times, or other changes,which embody the substance of any final and binding results under Paragraph 11.06, or Article 12.If Owner or Contractor refuses to execute a Change Order that is required to be executed under the terms of this Paragraph 11.07, it shall be deemed to be of full force and effect,as if fully executed. 11.08 Notification to Surety A. If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to,Contract Price or Contract Times),the giving of any such notice will be Contractor's responsibility.The amount of each applicable bond will be adjusted to reflect the effect of any such change. ARTICLE 12—CLAIMS 12.01 Claims A. Claims Process: The following disputes between Owner and Contractor shall be submitted to the Claims process set forth in this Article: 1. Appeals by Owner or Contractor of Engineer's decisions regarding Change Proposals; 2. Owner demands for adjustments in the Contract Price or Contract Times, or otherrelief under the Contract Documents;and 3. Disputes that Engineer has been unable to address because they do not involve the design(as set forth in the Drawings,Specifications,or otherwise),the acceptability of the Work, or other engineering or technical matters. B. Submittal of Claim: The party submitting a Claim shall deliver it directly to the other partyto the Contract promptly(but in no event later than 30 days)after the start of the event giving rise thereto; in the case of appeals regarding Change Proposals within 30 days of the decision under appeal. The party submitting the Claim shall also furnish a copy to the Engineer,for its information only.The responsibility to substantiate a Claim shall rest with the party making the Claim. In the case of a Claim by Contractor seeking an increase in the Contract Times or Contract Price,or both,Contractor shall certify that the Claim is made in good faith,that the supporting data are accurate and complete,and that to the best of Contractor's knowledge and belief the amount of time or money requested accurately reflects the full amount to which Contractor is entitled. C. Review and Resolution:The party receiving a Claim shall review it thoroughly,giving full consideration to its merits.The two parties shall seek to resolve the Claim through the exchange of information and direct negotiations. The parties may extend the time for resolvingthe Claim by mutual agreement.All actions taken on a Claim shall be stated in writing and submitted to the other party, with a copy to Engineer. D. Mediation: 1. At any time after initiation of a Claim, Owner and Contractor may mutually agree to mediation of the underlying dispute.The agreement to mediate shall stay the Claim submittal and response process. 2. If Owner and Contractor agree to mediation, then after 60 days from such agreement, either Owner or Contractor may unilaterally terminate the mediation process,and the Claim submittal and decision process shall resume as of the date of the termination.If the mediation proceeds but is unsuccessful in resolving the EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Soaety of Professional Engineers,American Council of Engineering Companies, and American Society ofavil Engineers.All rights reserved. Page 47 of 65 dispute, the Claim submittal and decision process shall resume as of the date of the conclusion of the mediation, as determined by the mediator. 3. Owner and Contractor shall each pay one-half of the mediator's fees and costs. E. Partial Approval:If the party receiving a Claim approves the Claim in part and denies it in part, such action shall be final and binding unless within 30 days of such action the other party invokes the procedure set forth in Article 17 for final resolution of disputes. F. Denial of Claim: If efforts to resolve a Claim are not successful,the party receiving the Claim may deny it by giving written notice of denial to the other party. If the receiving party does not take action on the Claim within 90 days,then eitherOwnerorContractor may at any time thereafter submit a letter to the other party indicating that as a result of the inaction, the Claim is deemed denied,thereby commencing the time for appeal of the denial. Adenial of the Claim shall be final and binding unless within 30 days of the denial the other party invokes the procedure set forth in Article 17forthe final resolution of disputes. G. Final and Binding Results: If the parties reach a mutual agreement regarding a Claim, whetherthrough approval of the Claim,direct negotiations,mediation,or otherwise;or if a Claim is approved in part and denied in part, or denied in full, and such actions become final and binding;then the results of the agreement or action on the Claim shall be incorporated in a Change Orderto the extent they affect the Contract,including the Work,the Contract Times, or the Contract Price. ARTICLE 13—COST OF THE WORK;ALLOWANCES;UNIT PRICE WORK 13.01 Cost of the Work A. Purposes for Determination of Cost of the Work:The term Cost of the Work means the sum of all costs necessary for the proper performance of the Work at issue, as further defined below.The provisionsof this Paragraph 13.01are used for two distinct purposes: 1. To determine Cost of the Work when Cost of the Work is a component of the Contract Price,under cost-plus-fee,time-and-materials,orothercost-based terms; or 2. To determine the value of a Change Order,Change Proposal,Claim,set-off,or other adjustment in Contract Price. When the value of any such adjustment is determined on the basis of Cost of the Work, Contractor is entitled only to those additional or incremental costs required because of the change in the Work or because of the event giving rise to the adjustment. B. Costs Included:Except as otherwise may be agreed to in writing by Owner,costs included inthe Cost of the Work shall be in amounts no higher than those prevailing in the locality of the Project,shall not include any of the costs itemized in Paragraph 13.01.C, and shall include only the following items: 1. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by Owner and Contractor.Such employees shall include, without limitation, superintendents, foremen, and otherpersonnel employed full time on the Work. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits, which shall include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and retirement benefits, bonuses, sick leave, and vacation EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 48 of 65 and holiday pay applicable thereto. The expenses of performing Work outside of regular working hours, on Saturday, Sunday,or legal holidays, shall be included in the above to the extent authorized by Owner. 2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash discounts shall accrue to Contractor unless Owner deposits funds with Contractor with which to make payments, in which case the cash discounts shall accrue to Owner. All trade discounts, rebates, and refunds and returns from sale of surplus materials and equipment shall accrue to Owner, and Contractor shall make provisions so that they may be obtained. 3. Payments made by Contractor to Subcontractors for Work performed by Subcontractors.If required by Owner,Contractor shall obtain competitive bids from subcontractors acceptable to Owner and Contractor and shall deliver such bids to Owner, who will then determine, with the advice of Engineer, which bids, if any, willbe acceptable. If any subcontract provides that the Subcontractor is to be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shallbe determined in the same manner as Contractor's Cost of the Work and fee as provided in this Paragraph 13.01. 4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories,surveyors,attorneys,and accountants)employed for services specifically related to the Work. S. Supplemental costs including the following: a. The proportion of necessary transportation, travel, and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the Work. b. Cost, including transportation and maintenance, of all materials, supplies, equipment,machinery, appliances,office,and temporary facilities at the Site, and hand tools not owned by the workers, which are consumed in the performance ofthe Work,and cost, less market value,of such items used but not consumed which remain the property of Contractor. c. Rentals of all construction equipment and machinery, and the parts thereof, whether rented from Contractor or others in accordance with rental agreements approved by Owner with the advice of Engineer,and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof. All such costs shall be in accordance with the terms of said rental agreements.The rental of any such equipment,machinery,or parts shall cease when the use thereof is nolonger necessary for the Work. d. Sales, consumer, use, and other similar taxes related to the Work, and for which Contractor is liable, as imposed by Laws and Regulations. e. Deposits lost for causes other than negligence of Contractor, any Subcontractor,or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and fees for permits and licenses. f. Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance or otherwise, sustained by Contractor in connection with the performance of the Work (except losses and damages within the deductible amounts of property insurance established in EJCOCC C-700(Rev. 1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Gvil Engineers.All rights reserved. Page 49 of 65 accordance with Paragraph 6.05), provided such losses and damages have resulted from causes other than the negligence of Contractor, any Subcontractor,oranyone directly or indirectly employed by any of them orfor whose acts any of them may be liable. Such losses shall include settlements made with the written consent and approval of Owner. No such losses, damages, and expenses shall be included in the Cost of the Work for the purpose of determining Contractor's fee. g. The cost of utilities,fuel, and sanitary facilities at the Site. h. Minor expenses such as communication serviceatthe Site, express and courier services,and similar petty cash items in connection with the Work. i. The costs of premiums for all bonds and insurance that Contractor is required by the Contract Documents to purchase and maintain. C. Costs Excluded:The term Cost of the Work shall not include any of the following items: 1. Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships), general managers, safety managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor,whether at the Site or in Contractor's principal or branch office forgeneral administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Paragraph 13.01.B.1 or specifically covered by Paragraph 13.01.B.4. The payroll costs and other compensation excluded here are to be considered administrative costs covered by the Contractor's fee. 2. Expenses of Contractor's principal and branch offices other than Contractor's office at the Site. 3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments. 4. Costs due to the negligence of Contractor,any Subcontractor,oranyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to,the correction of defective Work,disposal of materials or equipment wrongly supplied,and making good any damage to property. 5. Other overhead orgeneralexpense costs of any kind and the costs of any item not specifically and expressly included in Paragraph 13.01.B. D. Contractor's Fee: When the Work as a whole is performed on the basis of cost-plus, Contractor's fee shall be determined as set forth in the Agreement. When the value of any Work covered by a Change Order, Change Proposal, Claim, set-off, or other adjustment in Contract Price is determined on the basis of Cost of the Work,Contractor's fee shall be determined as set forth in Paragraph 11.04.C. E. Documentation:Whenever the Cost of the Work for any purpose is to be determined pursuant to this Article 13, Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptableto Engineer an itemized cost breakdown together with supporting data. 13.02 Allowances A. It is understood that Contractor has included in the Contract Price all allowances so named in the Contract Documents and shall cause the Work so covered to be performed EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright ID 2013 National Sodety of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 50 of 65 for such sums and by such persons or entities as may be acceptable to Owner and Engineer. B. Cash Allowances: Contractor agrees that: 1. the cash allowances include the cost to Contractor (less any applicable trade discounts)of materials and equipment required by the allowances to be delivered at the Site, and all applicable taxes; and 2. Contractor's costs for unloading and handling on the Site, labor, installation, overhead,profit, and other expenses contemplated for the cash allowances have been included in the Contract Price and not in the allowances, and no demand for additional payment on account of any of the foregoing will be valid. C. Contingency Allowance: Contractor agrees that a contingency allowance, if any, is for the sole use of Owner to cover unanticipated costs. D. Prior to final payment,an appropriate Change Order will be issued as recommended by Engineer to reflect actual amounts due Contractor on account of Work covered by allowances, and the Contract Price shall be correspondingly adjusted. 13.03 Unit Price Work A. Where the Contract Documents provide that all or part of the Work is to be Unit PriceWork, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. B. The estimated quantities of items of Unit Price Work are not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Payments to Contractor for Unit Price Work will be based on actual quantities. C. Each unit price will be deemed to include an amount considered by Contractor to be adequate to cover Contractor's overhead and profit for each separately identified item. D. Engineer will determine the actual quantities and classifications of Unit Price Work performed by Contractor. Engineer will review with Contractor the Engineer's preliminary determinations on such matters before rendering a written decision thereon (byrecommendation of an Application for Payment or otherwise). Engineer's written decision thereon will be final and binding (except as modified by Engineer to reflect changed factual conditions or more accurate data)upon Owner and Contractor,subject to the provisions of the following paragraph. E. Within 30 days of Engineer's written decision under the preceding paragraph, Contractor may submit a Change Proposal, or Owner may file a Claim, seeking an adjustment in the Contract Price if: 1. the quantity of any item of Unit Price Work performed by Contractor differs materially and significantly from the estimated quantity of such item indicated in the Agreement; 2. there is no corresponding adjustment with respect to any other item of Work; and 3. Contractor believes that it is entitled to an increase in Contract Price as a result of having incurred additional expense or Owner believes that Owner is entitled to a decrease in Contract Price,and the parties are unable to agree as to the amount of anysuch increase or decrease. EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 51 of 65 ARTICLE 14—TESTS AND INSPECTIONS;CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 14.01 Access to Work A. Owner, Engineer, their consultants and other representatives and personnel of Owner, independent testing laboratories,and authorities having jurisdiction will have access to the Site and the Work at reasonable times for their observation, inspection, and testing. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor's safety procedures and programs so that they may comply therewith as applicable. 14.02 Tests, Inspections, and Approvals A. Contractor shall give Engineer timely notice of readiness of the Work (or specific parts thereof) for all required inspections and tests, and shall cooperate with inspection and testing personnel to facilitate required inspections and tests. B. Owner shall retain and pay for the services of an independent inspector,testing laboratory, or other qualified individual or entity to perform all inspections and tests expressly required by the Contract Documents to be furnished and paid for by Owner,except that costs incurred in connection with tests or inspections of covered Work shall be governed by the provisions of Paragraph 14.05. C. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested, or approved by an employee or other representative of such public body,Contractor shall assume full responsibility for arranging and obtaining such inspections,tests,or approvals,pay all costs in connection therewith, and furnish Engineer the required certificates of inspection or approval. D. Contractor shall be responsible for arranging, obtaining,and paying for all inspections and tests required: 1. by the Contract Documents, unless the Contract Documents expressly allocate responsibility for a specific inspection or test to Owner; 2. to attain Owner's and Engineer's acceptance of materials or equipment to be incorporated in the Work; 3. by manufacturers of equipment furnished under the Contract Documents; 4. for testing, adjusting, and balancing of mechanical,electrical, and other equipment to be incorporated into the Work; and 5. for acceptance of materials,mix designs,or equipment submitted for approval prior to Contractor's purchase thereof for incorporation in the Work. Such inspections and tests shall be performed by independent inspectors, testing laboratories, or other qualified individuals or entities acceptable to Owner and Engineer. E. If the Contract Documents require the Work (or part thereof)to be approved by Owner, Engineer, or another designated individual or entity, then Contractor shall assume full responsibility for arranging and obtaining such approvals. F. If any Work(or the work of others)that is to be inspected,tested,or approved is covered by Contractor without written concurrence of Engineer, Contractor shall, if requested by Engineer, uncover such Work for observation. Such uncovering shall be at Contractor's expense unless Contractor had given Engineer timely notice of Contractor's intention to cover the same and Engineer had not acted with reasonable promptness in response to such notice. EJCDC•C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Council of Engineering Companies, • and American Society of Civil Engineers.All rights reserved. Page 52 of 65 14.03 Defective Work A. Contractor's Obligation: It is Contractor's obligation to assure that the Work is not defective. B. Engineer's Authority: Engineer has the authority to determine whether Work is defective, and to reject defective Work. C. Notice of Defects: Prompt notice of all defective Work of which Owner or Engineer has actual knowledge will be given to Contractor. D. Correction, or Removal and Replacement: Promptly after receipt of written notice of defective Work, Contractor shall correct all such defective Work, whether or not fabricated,installed, or completed, or, if Engineer has rejected the defective Work, remove it from the Project and replace it with Work that is not defective. E. Preservation of Warranties:When correcting defective Work, Contractor shall take no action that would void or otherwise impair Owner's special warranty and guarantee, if any, on said Work. F. Costs and Damages:In addition to its correction,removal,and replacement obligations with respect to defective Work, Contractor shall pay all claims, costs, losses, and damages arising out of or relating to defective Work, including but not limited to the cost of the inspection,testing, correction, removal, replacement,or reconstruction of such defective Work,fines levied against Owner by governmental authorities because the Work is defective,and the costs of repair or replacement of work of others resulting from defective Work. Prior to final payment, if Owner and Contractor are unable to agree as to the measure of such claims, costs, losses, and damages resulting from defective Work, then Owner may impose a reasonable set-off against payments due under Article 15. 14.04 Acceptance of Defective Work A. If,instead of requiring correction or removal and replacement of defective Work,Owner prefers to accept it,Owner may do so (subject, if such acceptance occurs prior to final payment,to Engineer's confirmation that such acceptance is in general accord with the design intent and applicable engineering principles,and will not endanger public safety). Contractor shall pay all claims, costs, losses, and damages attributable to Owner's evaluation of and determination to accept such defective Work (such costs to be approved by Engineer as to reasonableness),and for the diminished value of the Work to the extent not otherwise paid by Contractor. If any such acceptance occurs prior to final payment,the necessary revisions in the Contract Documents with respect to the Work shall be incorporated in a Change Order. If the parties are unable to agree as to the decrease in the Contract Price,reflecting the diminished value of Work so accepted, then Owner may impose a reasonable set-off against payments due underArticle 15. If the acceptance of defective Work occurs after final payment, Contractor shall pay an appropriate amount to Owner. 14.05 Uncovering Work A. Engineer has the authority to require additional inspection or testing of the Work, whether or not the Work is fabricated, installed, or completed. B. If any Work is covered contrary to the written request of Engineer,then Contractor shall, if requested by Engineer, uncover such Work for Engineer's observation, and then replacethe covering, all at Contractor's expense. C. If Engineer considers it necessary or advisable that covered Work be observed by EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Society of Professional Engineers,American Counci of Engineerirg Companies, and American Society of Civil Engineers.All rights reserved. Page 53 of 65 Engineer or inspected or tested by others,then Contractor,at Engineer's request,shall uncover,expose,or otherwise make available for observation,inspection,or testing as Engineer mayrequire, that portion of the Work in question, and provide all necessary labor, material, andequipment. 1. If it is found that the uncovered Work is defective,Contractor shall be responsible for all claims, costs, losses, and damages arising out of or relating to such uncovering, exposure, observation, inspection, and testing, and of satisfactory replacement orreconstruction (including but not limited to all costs of repair or replacement of work of others); and pending Contractor's full discharge of this responsibility the Ownershall be entitled to impose a reasonable set-off against payments due under Article 15. 2. If the uncovered Work is not found to be defective,Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Times, or both, directly attributable to such uncovering,exposure,observation,inspection,testing, replacement, and reconstruction. If the parties are unable to agree as to the amountor extent thereof, then Contractor may submit a Change Proposal within 30 days of the determination that the Work is not defective. 14.06 Owner May Stop the Work A. If the Work is defective,or Contractor fails to supply sufficient skilled workers or suitable materials or equipment,or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, then Owner may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated;however,this right of Ownerto stop the Work shall not give rise to any duty on the part of Owner to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them. 14.07 Owner May Correct Defective Work A. If Contractor fails within a reasonable time after written notice from Engineerto correct defective Work, or to remove and replace rejected Work as required by Engineer,or if Contractor fails to perform the Work in accordance with the Contract Documents,or if Contractor fails to comply with any other provision of the Contract Documents, then Ownermay, after seven days written notice to Contractor, correct or remedy any such deficiency. B. In exercising the rights and remedies under this Paragraph 14.07, Owner shall proceed expeditiously.In connection with such corrective or remedial action,Owner may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor's services related thereto, and incorporate in the Work all materialsand equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere. Contractor shall allow Owner, Owner's representatives, agents and employees, Owner's other contractors, and Engineer and Engineer's consultants access to the Site to enable Ownerto exercise the rights and remedies under this paragraph. C. All claims, costs, losses,and damages incurred or sustained by Owner in exercising the rights and remedies under this Paragraph 14.07 will be charged against Contractor as set- offs against payments due under Article 15. Such claims, costs, losses and damages will include but not be limited to all costs of repair,or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor's defective Work. EJCDCe C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Ovil Engineers.All rights reserved. Page 54 of 65 D. Contractor shall not be allowed an extension of the Contract Times because of any delay in the performance of the Work attributable to the exercise by Owner of Owner's rights and remedies under this Paragraph 14.07. ARTICLE 15—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION;CORRECTION PERIOD 15.01 Progress Payments A. Basis for Progress Payments:The Schedule of Values established as provided in Article 2 willserve as the basis for progress payments and will be incorporated into a form of Applicationfor Payment acceptable to Engineer. Progress payments on account of Unit Price Work will be based on the number of units completed during the pay period, as determined underthe provisions of Paragraph 13.03. Progress payments for cost-based Work will be based onCost of the Work completed by Contractor during the pay period. B. Applications for Payments: 1. At least 20 days before the date established in the Agreement for each progress payment (but not more often than once a month), Contractor shall submit to Engineer for review an Application for Payment filled out and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored at the Site or at another location agreed to in writing,theApplication for Payment shall also be accompanied by a bill of sale, invoice,or other documentation warranting that Owner has received the materials and equipment free and clear of all Liens, and evidence that the materials and equipment are covered by appropriate property insurance, a warehouse bond,or other arrangements to protect Owner's interest therein, all of which must be satisfactory to Owner. 2. Beginning with the second Application for Payment,each Application shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied on account to discharge Contractor's legitimate obligations associated with prior Applications for Payment. 3. The amount of retainage with respect to progress payments will be as stipulated in theAgreement. C. Review of Applications: 1. Engineer will, within 10 days after receipt of each Application for Payment, including each resubmittal,either indicate in writing a recommendation of payment and presentthe Application to Owner, or return the Application to Contractor indicating in writing Engineer's reasons for refusing to recommend payment.In the latter case, Contractor may make the necessary corrections and resubmit the Application. a. Engineer's recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Owner, based on Engineer's observations of the executed Work as an experienced and qualified design professional,and on Engineer's review of the Application for Payment and the accompanying data and schedules, that to the best of Engineer's knowledge, information and belief: the Work has progressed to the point indicated; b. the quality of the Work is generally in accordance with the Contract EJCDC5 C-700(Rev. 1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society ofavil Engineers.All right reserved. Page 55 of 65 Documents(subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion,the results of any subsequent tests called for in the Contract Documents, a final determination of quantities and classifications for Unit Price Work under Paragraph 13.03, and any other qualifications stated in the recommendation); and c. the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe the Work. 2. By recommending any such payment Engineerwill not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Work as it has been performed have been exhaustive,extended to every aspect of the Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in the Contract; or b. there may not be other matters or issues between the parties that might entitle Contractor to be paid additionally by Owner or entitle Owner to withhold payment to Contractor. 3. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment, including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control the Work, or b. for the means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or c. for Contractor's failure to comply with Laws and Regulations applicable to Contractor's performance of the Work, or d. to make any examination to ascertain how or for what purposes Contractor hasused the money paid on account of the Contract Price, or e. to determine that title to any of the Work,materials,or equipment has passed toOwner free and clear of any Liens. 4. Engineer may refuse to recommend the whole or any part of any payment if, in Engineer's opinion, it would be incorrect to make the representations to Owner stated in Paragraph 15.01.C.2. 5. Engineer will recommend reductions in payment (set-offs) necessary in Engineer's opinion to protect Owner from loss because: a. the Work is defective, requiring correction or replacement; b. the Contract Price has been reduced by Change Orders; c. Owner has been required to correct defective Work in accordance with Paragraph14.07, or has accepted defective Work pursuant to Paragraph 14.04; d. Owner has been required to remove or remediate a Hazardous EnvironmentalCondition for which Contractor is responsible; or e. Engineer has actual knowledge of the occurrence of any of the events that would constitute a default by Contractor and therefore justify termination for cause under the Contract Documents. EJCDCe C-700(Rev. 1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society ofOvil Engineers.All rights reserved. Page 56 of 65 D. Payment Becomes Due: 1. Ten days after presentation of the Application for Payment to Owner with Engineer's recommendation,the amount recommended(subject to any Ownerset- offs)will become due, and when due will be paid by Owner to Contractor. E. Reductions in Payment by Owner: 1. In addition to any reductions in payment (set-offs) recommended by Engineer, Owner is entitled to impose a set-off against payment based on any of the following: a. claims have been made against Owner on account of Contractor's conduct in the performance or furnishing of the Work, or Owner has incurred costs, losses,or damages on account of Contractor's conduct in the performance or furnishing of the Work, including but not limited to claims, costs, losses, or damages from workplace injuries,adjacent property damage,non-compliance with Laws and Regulations, and patent infringement; b. Contractor has failed to take reasonable and customary measures to avoid damage,delay,disruption,and interference with other work at or adjacent to the Site; c. Contractor has failed to provide and maintain required bonds or insurance; d. Owner has been required to remove orremediatea Hazardous Environmental Condition for which Contractor is responsible; e. Owner has incurred extra charges or engineering costs related to submittal reviews,evaluations of proposed substitutes,tests and inspections,or return visits to manufacturing or assembly facilities; f. the Work is defective, requiring correction or replacement; g. Owner has been required to correct defective Work in accordance with Paragraph14.07, or has accepted defective Work pursuant to Paragraph 14.04; h. the Contract Price has been reduced by Change Orders; i. an event that would constitute a default by Contractor and therefore justifya termination for cause has occurred; j. liquidated damages have accrued as a result of Contractor's failure to achieve Milestones, Substantial Completion, or final completion of the Work; k. Liens have been filed in connection with the Work, except where Contractor has delivered a specific bond satisfactory to Owner to secure the satisfaction and discharge of such Liens; I. there are other items entitling Owner to a set off against the amount recommended. 2. If Owner imposes any set-off against payment, whether based on its own knowledge or on the written recommendations of Engineer, Owner will give Contractorimmediate written notice (with a copy to Engineer) stating the reasons for such action and the specific amount of the reduction, and promptly pay Contractor any amount remaining after deduction of the amount so withheld. Owner shall promptly pay Contractor the amount so withheld, or any adjustment thereto agreed to by Owner and Contractor,if Contractor remedies the reasons for such action. The reduction imposed shall be binding on Contractor unless it duly submits a Change Proposal contesting the reduction. EJCDC'C-700(Rev. 1),Standard General Conditions of the Construction Contract. Copyright®2013 National Sodety of Professional Engineers,American Council of Engineering Companies, and American Society of Civil Ergineers.All rights reserved. Page 57 of 65 3. Upon a subsequent determination that Owner's refusal of payment was not justified, the amount wrongfully withheld shall be treated as an amount due as determined by Paragraph 15.01.C.1 and subject to interest as provided in the Agreement. 15.02 Contractor's Warranty of Title A. Contractor warrants and guarantees that title to all Work, materials, and equipment furnished under the Contract will pass to Owner free and clear of(1)all Liens and other titledefects,and(2) all patent,licensing, copyright,or royalty obligations, no later than seven days after the time of payment by Owner. 15.03 Substantial Completion A. When Contractor considers the entire Work ready for its intended use Contractor shall notify Owner and Engineer in writing that the entire Work is substantially complete and request that Engineer issue a certificate of Substantial Completion. Contractor shall at the same time submit to Owner and Engineer an initial draft of punch list items to be completed or corrected before final payment. B. Promptly after Contractor's notification,Owner,Contractor,and Engineer shall make an inspection of the Work to determine the status of completion. If Engineer does not consider the Work substantially complete, Engineer will notify Contractor in writing giving the reasons therefor. C. If Engineer considers the Work substantially complete,Engineer will deliver to Ownera preliminary certificate of Substantial Completion which shall fix the date of Substantial Completion. Engineer shall attach to the certificate a punch list of items to be completed or corrected before final payment. Owner shall have seven days after receipt of the preliminary certificate during which to make written objection to Engineer as to any provisions of the certificate or attached punch list. If,afterconsidering the objections to theprovisions of the preliminary certificate, Engineer concludes that the Work is not substantially complete,Engineer will,within 14 days after submission of the preliminary certificate to Owner, notify Contractor in writing that the Work is not substantially complete,stating the reasons therefor.If Owner does not object to the provisions of the certificate,or if despite consideration of Owner's objections Engineer concludes that the Work is substantially complete, then Engineer will, within said 14 days, execute and deliver to Owner and Contractor a final certificate of Substantial Completion (with a revised punch list of items to be completed or corrected) reflecting such changes from the preliminary certificate as Engineer believes justified after consideration of any objections from Owner. D. At the time of receipt of the preliminary certificate of Substantial Completion, Owner and Contractor will confer regarding Owner's use or occupancy of the Work following Substantial Completion, review the builder's risk insurance policy with respect to the end ofthe builder's risk coverage, and confirm the transition to coverage of the Work under a permanent property insurance policy held by Owner. Unless Owner and Contractor agree otherwise in writing, Owner shall bear responsibility for security, operation,protection of the Work, property insurance,maintenance, heat,and utilities upon Owner's use or occupancy of the Work. E. After Substantial Completion the Contractor shall promptly begin work on the punch list of items to be completed or corrected prior to final payment. In appropriate cases Contractor may submit monthly Applications for Payment for completed punch list items, following theprogress payment procedures set forth above. F. Owner shall have the right to exclude Contractor from the Site after the date of EJCDCe C-700(Rev. 1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Gvil Engineers.All rights reserved. Page 58 of 65 Substantial Completion subject to allowing Contractor reasonable access to remove its property and complete or correct items on the punch list. 15.04 Partial Use or Occupancy A. Prior to Substantial Completion of all the Work, Owner may use or occupy any substantially completed part of the Work which has specifically been identified in the Contract Documents,or which Owner, Engineer, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by Owner for its intendedpurpose without significant interference with Contractor's performance of the remainderof the Work, subject to the following conditions: 1. At any time Owner may request in writing that Contractor permit Ownerto use or occupy any such part of the Work that Owner believesto be substantially complete. If and when Contractor agrees that such part of the Work is substantially complete, Contractor, Owner, and Engineer will follow the procedures of Paragraph 15.03.A through E for that part of the Work. 2. At any time Contractor may notify Owner and Engineer in writing that Contractor considers any such part of the Work substantially complete and request Engineer to issue a certificate of Substantial Completion for that part of the Work. 3. Within a reasonable time after either such request, Owner, Contractor, and Engineer shall make an inspection of that part of the Work to determine its status of completion. If Engineer does not consider that part of the Work to be substantially complete,Engineer will notify Owner and Contractor in writing giving the reasons therefor.If Engineer considers that part of the Work to be substantially complete,the provisions of Paragraph 15.03 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respectthereof and access thereto. 4. No use or occupancy or separate operation of part of the Work may occur prior to compliance with the requirements of Paragraph 6.05 regarding builder's risk or other property insurance. 15.05 Final Inspection A. Upon written notice from Contractor that the entire Work or an agreed portion thereof is complete,Engineer will promptly make a final inspection with Owner and Contractor and will notify Contractor in writing of all particulars in which this inspection reveals that the Work, or agreed portion thereof, is incomplete or defective. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. 15.06 Final Payment A. Application for Payment: 1. After Contractor has, in the opinion of Engineer, satisfactorily completed all corrections identified during the final inspection and has delivered, in accordance with the Contract Documents, all maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance, certificates of inspection, annotated record documents(as provided in Paragraph 7.11), and other documents, Contractor may make application for final payment. 2. The final Application for Payment shall be accompanied (except as previously delivered) by: a. all documentation called for in the Contract Documents; EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Mil Engineers.MI rights reserved. Page 59 of 65 b. consent of the surety, if any,to final payment; c. satisfactory evidence that all title issues have been resolved such that title to all Work, materials,and equipment has passed to Ownerfree and clear of any Liens or other title defects, or will so pass upon final payment. d. a list of all disputes that Contractor believes are unsettled;and e. complete and legally effective releases or waivers(satisfactory to Owner) of all Lien rights arising out of the Work, and of Liens filed in connection with the Work. 3. In lieu of the releases or waivers of Liens specified in Paragraph 15.06.A.2 and as approved by Owner, Contractor may furnish receipts or releases in full and an affidavit of Contractor that: (a) the releases and receipts include all labor, services, material,and equipment for which a Lien could be filed; and (b) all payrolls, material andequipment bills, and other indebtedness connected with the Work for which Owner might in any way be responsible,or which might in any way result in liens or other burdens on Owner's property,have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any Lien,or Owner at its option may issue joint checks payable to Contractor and specified Subcontractors and Suppliers. B. Engineer's Review of Application and Acceptance: 1. If,on the basis of Engineer's observation of the Work during construction and final inspection, and Engineer's review of the final Application for Payment and accompanying documentation as required by the Contract Documents,Engineer is satisfied that the Work has been completed and Contractor's other obligations under the Contract have been fulfilled,Engineer will, within ten days after receipt of the final Application for Payment,indicate in writing Engineer's recommendation of final payment and present the Application for Payment to Owner for payment. Such recommendation shall account for any set-offs against payment that are necessary in Engineer's opinion to protect Owner from loss for the reasons stated above with respect to progress payments.At the same time Engineer will also give written notice to Owner and Contractor that the Work is acceptable,subject to the provisions of Paragraph 15.07. Otherwise, Engineer will return the Application for Payment to Contractor,indicating in writing the reasons for refusing to recommend final payment, in which case Contractor shall make the necessary corrections and resubmit the Application for Payment. C. Completion of Work:The Work is complete(subject to surviving obligations)when it is ready for final payment as established by the Engineer's written recommendation of final payment. D. Payment Becomes Due: Thirty days after the presentation to Owner of the final Application for Payment and accompanying documentation,the amount recommended by Engineer(less any further sum Owner is entitled to set off against Engineer's recommendation, including but not limited to set-offs for liquidated damages and set- offs allowed underthe provisionsabove with respect to progress payments)will become due and shall be paid by Owner to Contractor. 15.07 Waiver of Claims A. The making of final payment will not constitute a waiver by Owner of claims or rights against Contractor. Owner expressly reserves claims and rights arising from unsettled EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Soaety of Professional Engineers,American Council of Engineering Companies, and American Society of avil Engineers.All rights reserved. Page 60 of 65 Liens,from defective Work appearing after final inspection pursuant to Paragraph 15.05, from Contractor's failure to comply with the Contract Documents or the terms of any special guarantees specified therein, from outstanding Claims by Owner, or from Contractor's continuing obligations under the Contract Documents. B. The acceptance of final payment by Contractor will constitute a waiver by Contractor of all claims and rights against Owner other than those pending matters that have been duly submitted or appealed under the provisions of Article 17. 15.08 Correction Period A. If within one year afterthe date of Substantial Completion(or such longer period of time asmay be prescribed by the terms of any applicable special guarantee required by the Contract Documents,or by any specific provision of the Contract Documents),any Work is found to be defective,or if the repair of any damages to the Site, adjacent areas that Contractor has arranged to use through construction easements or otherwise,and other adjacent areas used by Contractor as permitted by Laws and Regulations,is found to be defective,then Contractor shall promptly,without cost to Owner and in accordance with Owner's written instructions: 1. correct the defective repairs to the Site or such other adjacent areas; 2. correct such defective Work; 3. if the defective Work has been rejected by Owner,remove it from the Project and replace it with Work that is not defective, and 4. satisfactorily correct or repair or remove and replace any damage to other Work, to the work of others, or to other land or areas resulting therefrom. B. If Contractor does not promptly comply with the terms of Owner's written instructions, orin an emergency where delay would cause serious risk of loss or damage,Owner may have the defective Work corrected or repaired or may have the rejected Work removed and replaced. Contractor shall pay all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs)arising out of or relating to such correction or repair or such removal and replacement(including but not limited to all costs of repair or replacement of work of others). C. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications. D. Where defective Work (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this paragraph, the correction period hereunder withrespect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. E. Contractor's obligations under this paragraph are in addition to all other obligations and warranties. The provisions of this paragraph shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. ARTICLE 16—SUSPENSION OF WORK AND TERMINATION 16.01 Owner May Suspend Work A. At any time and without cause,Owner may suspendthe Work or any portion thereof for EJCDC° C-700(Rev. 1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Gvil Engineers.All right reserved. Page 61 of 65 a period of not more than 90 consecutive days by written notice to Contractor and Engineer.Such notice will fix the date on which Work will be resumed.Contractor shall resume the Work on the date so fixed.Contractor shall be entitled to an adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension. Any Change Proposal seeking such adjustments shall be submitted no laterthan 30 days after the date fixed for resumption of Work. 16.02 Owner May Terminate for Cause A. The occurrence of any one or more of the following events will constitute a default by Contractor and justify termination for cause: 1. Contractor's persistent failure to perform the Work in accordance with the Contract Documents(including,but not limited to,failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the Progress Schedule); 2. Failure of Contractor to perform or otherwise to comply with a material term of the Contract Documents; 3. Contractor's disregard of Laws or Regulations of any public body having jurisdiction; or 4. Contractor's repeated disregard of the authority of Owner or Engineer. B. If one or more of the events identified in Paragraph 16.02.A occurs, then after giving Contractor (and any surety) ten days written notice that Owner is considering a declaration that Contractor is in default and termination of the contract, Owner may proceed to: 1. declare Contractor to be in default,and give Contractor(and any surety)notice that the Contract is terminated; and 2. enforce the rights available to Owner under any applicable performance bond. C. Subject to the terms and operation of any applicable performance bond, if Owner has terminated the Contract for cause, Owner may exclude Contractor from the Site, take possession of the Work, incorporate in the Work all materials and equipment stored at the Site or for which Owner has paid Contractor but which are stored elsewhere,and complete the Work as Owner may deem expedient. D. Owner may not proceed with termination of the Contract under Paragraph 16.02.E if Contractor within seven days of receipt of notice of intent to terminate begins to correct itsfailure to perform and proceeds diligently to cure such failure. E. If Owner proceeds as provided in Paragraph 16.02.B, Contractor shall not be entitled to receive any further payment until the Work is completed. If the unpaid balance of the Contract Price exceeds the cost to complete the Work,including all related claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals) sustained by Owner, such excess will be paid to Contractor.If the cost to complete the Work including such related claims, costs, losses, and damages exceeds such unpaid balance, Contractor shall pay the difference to Owner. Such claims, costs, losses,and damages incurred by Owner will be reviewed by Engineer as to their reasonableness and, when so approved by Engineer, incorporated in a Change Order. When exercising any rights or remedies under this paragraph, Owner shall not be required to obtain the lowest price for the Work performed. F. Where Contractor's services have been so terminated by Owner, the termination will not affect any rights or remedies of Owner against Contractor then existing or which EJCDC® C-700(Rev. 1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Gvil Engineers.All rights reserved. Page 62 of 65 may thereafter accrue, or any rights or remedies of Owner against Contractor or any surety under any payment bond or performance bond. Any retention or payment of money due Contractor by Owner will not release Contractor from liability. G. If and to the extent that Contractor has provided a performance bond under the provisions of Paragraph 6.01.A, the provisions of that bond shall govern over any inconsistent provisions of Paragraphs 16.02.E and 16.02.D. 16.03 Owner May Terminate For Convenience A. Upon seven days written notice to Contractor and Engineer,Owner may,without cause andwithout prejudice to any other right or remedy of Owner,terminate the Contract.In such case,Contractor shall be paid for(without duplication of any items): 1. completed and acceptable Work executed in accordance with the Contract Documentspriorto the effective date of termination,including fair and reasonable sums foroverhead and profit on such Work; 2. expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; and 3. other reasonable expenses directly attributable to termination, including costs incurred to prepare a termination for convenience cost proposal. B. Contractor shall not be paid on account of loss of anticipated overhead, profits, or revenue,or other economic loss arising out of or resulting from such termination. 16.04 Contractor May Stop Work or Terminate A. If,through no act or fault of Contractor,(1) the Work is suspended for more than 90 consecutive days by Owner or under an order of court or other public authority,or(2) Engineer fails to act on any Application for Payment within 30 days after it is submitted, or (3) Ownerfails for30 days to pay Contractor any sum finally determined to be due,then Contractor may, upon seven days written notice to Owner and Engineer,and provided Owner or Engineer do not remedy such suspension or failure within that time,terminate the contract and recover from Owner payment on the same terms as provided in Paragraph16.03. B. In lieu of terminating the Contract and without prejudice to any other right or remedy, if Engineer has failed to act on an Application for Payment within 30 days after it is submitted,or Owner has failed for 30daysto pay Contractor any sum finally determined to be due,Contractor may,seven days afterwritten notice to Ownerand Engineer,stop the Work until payment is made of all such amounts due Contractor, including interest the reon.The provisions of this paragraph are not intended to preclude Contractor from submitting a Change Proposal for an adjustment in Contract Price or Contract Times or otherwise for EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Counci of Engineering Companies, and American Society of Civil Engineers.All rights reserved. Page 63 of 65 expenses or damage directly attributable to Contractor's stopping the Work as permitted by this paragraph. ARTICLE 17—FINAL RESOLUTION OF DISPUTES 17.01 Methods and Procedures A. DisputesSubjectto Final Resolution:The following disputed matters are subject to final resolution under the provisions of this Article: 1. A timely appeal of an approval in part and denial in part of a Claim, or of a denial infull;and 2. Disputes between Owner and Contractor concerning the Work or obligations underthe Contract Documents, and arising after final payment has been made. B. Final Resolution of Disputes: For any dispute subject to resolution under this Article, Owner or Contractor may: 1. elect in writing to invoke the dispute resolution process provided for in the Supplementary Conditions; or 2. agree with the other party to submit the dispute to another dispute resolution process; or 3. if no dispute resolution process is provided for in the Supplementary Conditions or mutually agreed to, give written notice to the other party of the intent to submit the dispute to a court of competent jurisdiction. ARTICLE 18—MISCELLANEOUS 18.01 Giving Notice A. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been validly given if: 1. delivered in person,by a commercial courier service or otherwise,to the individual or to a member of the firm or to an officer of the corporation for which it is intended; or 2. delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the sender of the notice. 18.02 Computation of Times A. When any period of time is referred to in the Contract by days, it will be computed to exclude the first and include the last day of such period.If the last day of any such period falls on a Saturday orSunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 18.03 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of,any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warrantyor guarantee, or by other provisions of the Contract. The provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connectionwitheach particular duty,obligation, right,and remedy to which they apply. EJCDC4)C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright©2013 National Society of Professional Engineers,American Council of Engineering Companies, and American Society of Gvil Engineers.All right reserved. Page 64 of 65 18.04 Limitation of Damages A. With respect to any and all Change Proposals, Claims, disputes subject to final resolution, and other matters at issue, neither Owner nor Engineer, nor any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors, shall be liable to Contractor for any claims, costs, losses, or damages sustained by Contractor on or in connection with any other project or anticipated project. 18.05 No Waiver A. A party's non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Contract. 18.06 Survival of Obligations A. All representations,indemnifications,warranties,and guarantees made in,required by, or given in accordance with the Contract, as well as all continuing obligations indicated in the Contract,will survive final payment,completion,and acceptance of the Work or termination or completion of the Contract or termination of the services of Contractor. 18.07 Controlling Law A. This Contract is to be governed by the law of the state in which the Project is located. 18.08 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. EJCDC°C-700(Rev.1),Standard General Conditions of the Construction Contract. Copyright®2013 National Soaety of Professional Engneers,American Council of Engineering Companies, and American Society of OW Engineers.All rights reserved. Page 65 of 65 GENERAL INFORMATION: NOTE: It is extremely important that the Vendor, Bidder, and/or Contractor furnish the City of Port Arthur the required information specified in Bid or Proposal Specifications listed in this Bid Package. All bids meeting the intent of this request for bid will be considered for award. BIDDERS TAKING EXCEPTION TO THE SPECIFICATIONS, OR OFFERING SUBSTITUTIONS, SHALL STATE THESE EXCEPTIONS BY ATTACHMENT AS PART OF THE BID. The absence of such a list shall indicate that the bidder has not taken exceptions and the City shall hold the bidder responsible to perform in strict accordance with the specifications of the invitation. The City reserves the right to accept any and all or none of the exception(s)/substitutions(s) deemed to be in the best interest of the City of Port Arthur. ALTERING BIDS: Bids cannot be altered or amended after submission deadline. Any interlineations, alteration, or erasure made before opening time must be initialed by the signer of the bid, guaranteeing authenticity. BID AWARD: The City of Port Arthur will review all bids for responsiveness and compliance with these specifications. The award shall be made to the responsive, responsible bidder who submits the best value bid. The City reserves the right to: 1. Reject any and all bids and to make no award if it deems such action to be in its best interest. 2. Award bids on the lump sum or unit price basis, whichever is in the best interest of the City. 3. Reject any or all bids and to waive informalities or defects in bids or to accept such bids as it shall deem to be in the best interests of the City. 4. Award bids to bidders whose principal place of business is in the City of Port Arthur and whose bid is within 5% of the lowest bid price, as provided by Section 271.905 of the Texas Government Code. Excluding Federal Funds TERMINOLOGY: "Bid" vs. "Proposal"--For the purpose of this ITB, the terms "Bid" and Proposal" shall be equivalent. Bidders are cautioned to read the information contained in this ITB carefully and to submit a complete response to all requirements and questions as directed. CONFLICT OF INTEREST: Provide a completed copy of the Conflict of Interest Questionnaire (Form CIQ). The Texas legislature recently enacted House Bill 914 which added Chapter 176 to the Texas Local Government Code. Chapter 176 mandates the public disclosure of certain information concerning persons doing business or seeking to do business with the City of Port Arthur, including affiliations and business and financial relationships such persons may have with City of Port Arthur officers. The form can be can be located at the Texas Ethics Commission website: https://www.ethics.state.tx.us/filinginfo/conflict forms.htm By doing business or seeking to do business with the City of Port Arthur including submitting a response to this RFP, you acknowledge that you have been notified of the requirements of Chapter 176 of the Texas Local Government Code and you are representing that you in compliance with them. Any information provided by the City of Port Arthur is for information purposes only. If you have concerns about whether Chapter 176 of the Texas Local Government Code applies to you or the manner in which you must comply, you should consult an attorney. ETHICS: Public employees must discharge their duties impartially so as to assure fair, competitive access to governmental procurement by responsible contractors. Moreover, they should conduct themselves in such a manner as to foster public confidence in the integrity of the City of Port Arthur's procurement organization. Any employee that makes purchases for the City is an agent of the City and is required to follow the City's Code of Ethics. MINIMUM STANDARDS FOR RESPONSIBLE PROSPECTIVE BIDDERS: A prospective bidder must affirmatively demonstrate bidder's responsibility. A prospective bidder must meet the following requirements: 1. Be able to comply with the required or proposed delivery schedule. 2. Have a satisfactory record of performance. 3. Have a satisfactory record of integrity and ethics. 4. Be otherwise qualified and eligible to receive an award. 5. Be engaged in a full time business and can assume liabilities for any performance or warranty service required. 6. The City Council shall not award a contract to a company that is in arrears in its obligations to the City. 7. No payments shall be made to any person of public monies under any contract by the City with such person until such person has paid all obligations and debts owed to the City, or has made satisfactory arrangements to pay the same. ADDENDA: Any interpretations, corrections or changes to the ITB and Specifications will be made by addenda. Sole issuing authority of addenda shall be vested in the City of Port Arthur Purchasing Manager. The City assumes no responsibility for the bidder's failure to obtain and/or properly submit any addendum. Failure to acknowledge and submit any addendum may be cause for the bid to be rejected. It is the vendor's responsibility to check for any addendums that might have been issued before bid closing date and time. PORT ARTHUR PRINCIPAL PLACE OF BUSINESS: Any bona fide business that claims the City of Port Arthur as its principal place of business must have an official business address (office location and office personnel) in Port Arthur, the principal storage place or facility for the equipment shall be in Port Arthur and/or the place of domicile for the principal business owner(s) shall be in Port Arthur or such other definition or interpretation as is provided by state law. Contractors outside the City of Port Arthur are allowed to bid. PRICES: The bidder should show in the proposal both the unit price and total amount, where required, of each item listed. In the event of error or discrepancy in the mathematics, the unit price shall prevail. PURCHASE ORDER: A purchase order(s) shall be generated by the City of Port Arthur to the successful bidder. The purchase order number must appear on all itemized invoices. INVOICES: All invoices shall be mailed directly to the City of Port Arthur, Attn.: Accounts Payable, P.O. Box 1089, Port Arthur, Texas 77641. PAYMENT: Payment will be made upon receipt of the original invoice and the acceptance of the goods or services by the City of Port Arthur, in accordance with the State of Texas Prompt Payment Act, Article 601 f V.T.C.S. The City's standard payment terms are net 30, i.e. payment is due 30 days from the date of the invoice. SALES TAX: The City of Port Arthur is exempt by law from payment of Texas Sales Tax and Federal Excise Tax; therefore the proposal shall not include Sales Tax. VENUE: This agreement will be governed and construed according to the laws of the State of Texas. This agreement is performable in Port Arthur,Texas, Jefferson County. COMPLIANCE WITH LAWS: The Contractor shall comply with all applicable laws, ordinances, rules, orders, regulations and codes of the federal, state and local governments relating to performance of work herein. INTEREST OF MEMBERS OF CITY: No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Contract; and, the Contractor shall take appropriate steps to assure compliance. DELINQUENT PAYMENTS DUE CITY: The City of Port Arthur Code of Ordinances prohibits the City from granting any license, privilege or paying money to any-one owing delinquent taxes, paving assessments or any money to the City until such debts are paid or until satisfactory arrangements for payment has been made. Bidders must complete and sign the AFFIDAVIT included as part of this ITB. QUANTITIES: Quantities shown are estimated, based on projected use. It is specifically understood and agreed that these quantities are approximate and any additional quantities will be paid for at the quoted price. It is further understood that the contractor shall not have any claim against the City of Port Arthur for quantities less than the estimated amount. SHIPPING INFORMATION: All bids are to be F.O.B., City of Port Arthur, Port Arthur, TX 77640 INCORPORATION OF PROVISIONS REQUIRED BY LAW: Each provision and clause required by law to be inserted into the Contract shall be deemed to be enacted herein and the Contract shall be read and enforced as though each were included herein. If, through mistake or otherwise, any such provision is not inserted or is not correctly inserted the Contract shall be amended to make such insertion on application by either party. CONTRACTOR'S OBLIGATIONS: The Contractor shall and will, in good workmanlike manner, perform all work and furnish all supplies and materials, machinery, equipment, facilities and means, except as herein otherwise expressly specified, necessary or proper to perform and complete all the work required by this Contract, in accordance with the provisions of this Contract and said specifications. The apparent silence of these specifications as to any detail or to the apparent omission from it of a detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail. While the purpose of the specifications is to indicate minimum requirements in the way of capability, performance, construction, and other details, its use is not intended to deprive the City of Port Arthur the option of selecting goods which may be considered more suitable for the purpose involved. In the event of conflicts between the written bid proposal and information obtained verbally, the vendor is specifically advised that the written bid proposal will prevail in the determination of the successful bidder. Under the Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. TERMINATION FOR CAUSE: If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner his obligations under this contract, or if the Contractor shall violate any of the covenants, agreements or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Contractor of such termination and specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the contract by the Contractor, and the City may withhold any payments to the Contractor for the purpose of set-off until such time as the exact amount of damages due the City from the Contractor is determined. TERMINATION FOR CONVENIENCE: The City may terminate this contract at any time giving at least thirty (30) days notice in writing to the Contractor. If the Contract is terminated by the City as provided herein, the Contractor will be paid for the service that it has performed up to the termination date. If this contract is terminated due to fault of the Contractor, the previous paragraph hereof relative to termination shall apply. RELEASES AND RECEIPTS: The City of Port Arthur before making payments may require the Contractor to furnish releases or receipts for any or all persons performing work and supplying material or service to the Contractor, or any sub-contractors for work under this contract, if this is deemed necessary to protect its interests. CARE OF WORK: The Contractor shall be responsible for all damages to person or property that occurs as a result of his fault or negligence in connection with the work performed until completion and final acceptance by the City. SUB-CONTRACTS: The Contractor shall not execute an agreement with any sub-contractor or permit any sub-contractor to perform any work included in this Contract until he has received from the City of Port Arthur written approval of such agreement. INSURANCE: All insurance must be written by an insurer licensed to conduct business in the State of Texas, unless otherwise permitted by Owner. The Contractor shall, at his own expense, purchase, maintain and keep in force insurance that will protect against injury and/or damages which may arise out of or result from operations under this contract, whether the operations be by himself or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, of the following types and limits 1. Standard Worker's Compensation Insurance: 2. Commercial General Liability occurrence type insurance City of Port Arthur, its officers, agents, and employees must be named as an additional insured): a. Bodily injury $500,000 single limit per occurrence or $500,000 each person/$500,000 per occurrence for contracts of$100,000 or less; or Bodily injury $1,000,000 single limit per occurrence or$500,000 each person/$1,000,000 per occurrence for contracts in excess of$100,000; and, b. Property Damage$100,000 per occurrence regardless of contract amount; and, c. Minimum aggregate policy year limit of$1,000,000 for contracts of $100,000 or less; or, Minimum aggregate policy year limit of$2,000,000 for contracts in excess of$100,000. 3. Commercial Automobile Liability Insurance (Including owned, non-owned, and hired vehicles coverage). a. Minimum combined single limit of$500,000 per occurrence, for bodily injury and property damage. b. . If individual limits are provided, minimum limits are $300,000 per person, $500,000 per occurrence for bodily injury and $100,000 per occurrence for property damage. Contractor shall cause Contractor's insurance company or insurance agent to fill in all information required (including names of insurance agency, contractor and insurance companies, and policy numbers, effective dates and expiration dates) and to date and sign and do all other things necessary to complete and make into valid certificates of insurance and pertaining to the above listed items, and before commencing any of the work and within the time otherwise specified, Contractor shall file completed certificates of insurance with the Owner. None of the provisions in said certificate of insurance should be altered or modified in any respect except as herein expressly authorized. Said CERTIFICATE OF INSURANCE Form should contain a provision that coverage afforded under the policies will not be altered, modified or canceled unless at least fifteen(15) days prior written notice has been given to the City of Port Arthur. Contractor shall also file with the City of Port Arthur valid CERTIFICATE OF INSURANCE on like form from or for all Subcontractors and showing the Subcontractor (s) as the Insured. Said completed CERTIFICATE OF INSURANCE Form (s) shall in any event be filed with the City of Port Arthur not more than ten(10) days after execution of this Contract. NOTICE TO PROCEED: Notice to Proceed shall be issued within ten (10) days of the execution of the Contract by OWNER. Should there be any reasons why Notice to Proceed cannot be issued within such period, the time may be extended by mutual agreement between OWNER and CONTRACTOR. CELL PHONE OR PAGER: The Contractor must have a working cell phone or pager available Monday through Friday from 8:00 a.m. to 5:00 p.m. so that the City will be able to contact the contractor. TIME FOR COMPLETION AND LIQUIDATED DAMAGES It is hereby understood and mutually agreed, by and between the CONTRACTOR and the OWNER, that the date of beginning and the time for completion as specified in the Contract of the work to be done hereunder are ESSENTIAL CONDITIONS of this Contract; and it is further mutually understood and agreed that the work embraced in this Contract shall be commenced on a date to be specified in the "Notice to Proceed". The CONTRACTOR agrees that said work shall be prosecuted regularly, diligently, and without interruption at such rate of progress as will ensure full completion thereof within the time specified. It is expressly understood and agreed, by and between the CONTRACTOR and the OWNER, that the time for the completion of the work described herein is a reasonable time for the completion of the same, taking into consideration the average climatic range and usual industrial conditions prevailing in this locality. If the said CONTRACTOR shall neglect, fail or refuse to complete the work within the time herein specified, or any proper extension thereof granted by the OWNER, then the CONTRACTOR does hereby agree, as a part consideration for the awarding of this Contract, to pay to the OWNER the amount specified in the Contract, not as a penalty, but as liquidated damages for such breach of Contract as hereinafter set forth, for each and every consecutive work day, including, but not limited to, all Saturdays, Sundays, and Federal, State, and City of Port Arthur holidays and that the CONTRACTOR shall be in default after the time stipulated in the Contract for completing the work. The said amount is fixed and agreed upon by and between the CONTRACTOR and the OWNER because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the OWNER would in such event sustain, and said amount is agreed to be the amount of damages which the OWNER would sustain and said amount shall be retained from time to time by the OWNER from current periodical estimates. It is further agreed that time is of the essence of each and every portion of this Contract and of the Specifications wherein a definite and specific length of time is fixed for the performance of any act whatsoever; and where under the Contract an additional time is allowed for the completion of any work, the new time limit fixed by such extension shall be of the essence of this Contract. Provided that the CONTRACTOR shall not be charged with any part of the liquidated damages or any excess cost when the OWNER determines that any part of the liquidated damages was not the fault of the CONTRACTOR, and the OWNER determines that the request for extension by the CONTRACTOR is justified and due to: a. Any preference, priority, or allocation order duly issued by the government. b. The following unforeseeable causes, namely: acts of the public enemy, acts of the OWNER, acts of another CONTRACTOR in the performance of a Contract with the OWNER, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, hurricanes and tornadoes; and rainy days claimed by the CONTRACTOR; however, rainy days shall be considered only if the CONTRACTOR notifies the Engineer or OWNER on the day the CONTRACTOR claims he cannot work because of rainy weather that day. Failure to report this will eliminate any claim for a time extension due to rainy weather on that day. c. Rainy weather when 60 percent of his workforce cannot work for seven (7) hours or more that day because of rainy weather, and providing that he has complied with the condition under 54(b). d. Any delays of Subcontractors or suppliers occasioned by any of the causes specified in subsections (a) and (b) of this article. Provided, further, that the CONTRACTOR shall, within ten (10) working days after total calendar days delayed have been used up in the contract time and such delay thereafter, unless the OWNER shall grant a further period of time prior to the date of final settlement of the Contract, notify the OWNER, in writing, of the causes of delay, who shall ascertain the facts and extent of the delay and notify the CONTRACTOR within reasonable time of its decision in the matter. The Contract Time will be extended by an amount equal to the time lost due to delays beyond the control of the CONTRACTOR, if a claim is made as provided and approved by the Engineer. Such delays shall include acts of neglect by the OWNER or others performing additional work, or by acts of God or of the public enemy, fire, floods, epidemics, quarantine restrictions, strikes, labor disputes, sabotage, or freight embargoes. All time limits stated in the Contract Documents are of the essence of the Agreement. Provided that this provision for liquidated damages shall be cumulative of and not in limitation of any other remedy available to OWNER, including, without limitation, the right to terminate as provided in paragraph 3 and to recover additional damages for any excess cost in otherwise completing the work. INDEMNIFICATION The CONTRACTOR shall defend, indemnify, and hold harmless the OWNER and the Engineer and their respective officers, agents, and employees, from and against all damages, claims, losses, demands, suits,judgements, and costs, including reasonable attorney's fees and expenses arising out of or resulting from the performance of the work, provided that any such damages, claim, loss, demand, suit,judgement, cost or expense: a. Is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the work itself) including the loss of use resulting therefrom; and, b. Is caused in whole or in part by any negligent act or omission of the CONTRACTOR, or Subcontractor, anyone directly or indirectly employed by any one of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. The obligation of the CONTRACTOR under this Paragraph shall not extend to the liability of the Engineer, his agents or employees arising out of the preparation or approval of maps, drawings, reports, surveys, Change Orders, designs or Specifications, or the giving of or the failure to give directions or instructions by the Engineer, his agents or employees, provided such giving or failure to give is the primary cause of the injury or damage. DELAYS The CONTRACTOR shall receive no compensation for delays or hindrances to the work, except when direct and unavoidable extra cost to the CONTRACTOR is caused by the failure of the CITY OF PORT ARTHUR to provide information or material, if any, which is to be furnished by the CITY OF PORT ARTHUR. When such extra compensation is claimed, a written statement thereof shall be presented by the CONTRACTOR to the Engineer and, if by him found correct, shall be approved and referred by him to the Council for final approval or disapproval; and the action thereon by the Council shall be final and binding. If delay is caused by specific orders given by the Engineers to stop work, of by the performance of extra work, or by the failure of the CITY OF PORT ARTHUR to provide material or necessary instructions for carrying on the work, then such delay will entitle the CONTRACTOR to an equivalent extension of time, his application for which shall, however, be subject to the approval of the City of Port Arthur Council; and no such extension of time shall release the CONTRACTOR or the Surety on his performance bond from all his obligations hereunder which shall remain in full force until the discharge of the Contract. DELAY, DISRUPTION OR OTHER CLAIMS: Any claim by the CONTRACTOR for delay, disruption or any other claim shall be based on a written notice delivered to the CITY OF PORT ARTHUR and to the ENGINEER promptly (but in no case later than ten (10) calendar days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. Within ten (10) calendar days of delivering said notice, the CONTRACTOR shall deliver to the CITY OF PORT ARTHUR and to the ENGINEER notice of the amount of the claim and specific and detailed support documentation and data on the impact claimed. Further, the CONTRACTOR shall furnish on a continuing basis all of the documents that in any way are purported to support the damages, costs, expenses and impact of the claim event. The CONTRACTOR'S failure to fully comply with any of these requirements with respect to any claim shall constitute a complete and final waiver of said claim. DIFFERING SITE CONDITIONS: a. The CONTRACTOR shall notify the Engineer in writing of the following unforeseen conditions, hereinafter called differing site conditions, promptly upon their discovery (but in no event later than 14 calendar days) and before they are disturbed: 1. Subsurface or latent physical conditions at the site of the Work differing materially from those indicated, described, or delineated in the Contract Documents, including those reports and documents discussed and 2. Unknown physical conditions at the site of the Work of an unusual nature differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents including those reports and documents discussed. b. The Engineer will review the pertinent conditions, determine the necessity of obtaining additional explorations or tests with respect thereto, and advise the OWNER in writing of the Engineer's findings and conclusions. c. If the OWNER concludes that because of newly discovered conditions a change in the Contract Documents is required, a Change Order will be issued as provided, to reflect and document the consequences of the difference. d. In each such case, an increase or decrease in the Contract Price or an extension or reduction of the contract Time, or any combination thereof, will be allowable to the extent that they are attributable to any such difference. If the OWNER and the CONTRACTOR are unable to agree as to the amount or length thereof, a claim may be made therefore as provided in the General Conditions. e. The CONTRACTOR'S failure to give notice of differing site conditions within fourteen (14) calendar days of discovery or before they are disturbed shall constitute a waiver of all claims in connection therewith, whether direct, consequential, or inconsequential in nature. f. Nothing herein shall be deemed to require the OWNER to indicate the presence of existing service laterals or appurtenances whenever the presence of such utilities on the site of the construction project can be inferred from the presence of other visible facilities, such as buildings, meter and junction boxes,on or adjacent to the site of the construction PHYSICAL CONDITIONS - UNDERGROUND UTILITIES a. Shown or Indicated: The information shown or indicated in the Contract Documents with respect to existing, underground utilities at or contiguous to the site is based on information and data furnished to the OWNER or the Engineer by the owners of such underground utilities or by others. Unless it is expressly provided in the Supplementary General Conditions, the Owner and the Engineer shall not be responsible for the accuracy or completeness of any such information or data, and the Contractor shall have full responsibility for reviewing and checking all such information and data, for locating all underground utilities shown or indicated in the Contract Documents, for coordination of the work with the owners of such underground utilities during construction, for the safety and protection thereof and repairing any damage thereto resulting from the work, the cost of which will be considered as having been included in the Contract Price. b. Not Shown or Indicated: If an underground utility is uncovered or revealed at or contiguous to the site which was not shown or indicated in the Contract Documents and which the CONTRACTOR could not reasonably have been expected to be aware of, the CONTRACTOR shall identify the owner of such underground utility and give written notice thereof to that owner and shall notify the Engineer in accordance with the requirements of the General Conditions. EVALUATION OF TIME EXTENSION REQUESTS DUE TO WEATHER: The number of calendar days or workdays indicated on the bid form shall constitute the basis for the contract time. When assessing any request from the CONTRACTOR for an extension of the contract duration, the City will consider delays due to inclement weather that exceed the allocated number of weather days specified in the contract, as outlined in the attached weather documentation table. For purposes of this provision, inclement weather shall be defined as any weather condition, or conditions resulting immediately therefrom, that cause the CONTRACTOR to suspend construction operations or prevent the CONTRACTOR from profitably utilizing at least 75 percent of the normal labor and equipment force engaged on the Work. Should the CONTRACTOR prepare to begin work at the regular starting time on any scheduled work day, but be prevented from commencing due to inclement weather, a forecast by the local NOAA Weather Reporting Station of a 30% or greater chance of inclement weather, or site conditions resulting from such weather, and the CONTRACTOR dismisses the crew as a result thereof, that day shall not be counted as a working day—regardless of whether conditions improve later that day—provided that a significant portion of the day was unsuitable for productive construction operations. During any period of temporary suspension of work, or during inclement weather, or when directed by the Architect/Engineer, the CONTRACTOR shall take all necessary measures to protect all work and materials—both their own and those of Subcontractors—from damage or injury. If, in the opinion of the Architect/Engineer, such work or materials have been damaged due to the CONTRACTOR's or Subcontractors' failure to provide adequate protection, the CONTRACTOR shall be responsible, at their sole expense, for the removal and replacement of such damaged work or materials. WEATHER TABLE The number of calendar days indicated on the Bid Form — The contract time is allowed to complete the project from Notice to Proceed to Substantial Completion, taking into account the normal weather occurrence as shown in the Table below. Weather occurrences exceeding those listed in the table will be taken into consideration when evaluating a request for extension in contract time. NORMAL MEAN NUMBER AVERAGE MEAN NUMBER PRECIPITATION DAYS SNOWFALL NUMBER OF DAYS (WATER (INCLUDING ICE DAYS THAT PRECIPITATION EQUIVALENT) PELLETS/SLEET) MIN. TEMP IS MONTH (0.01"OR MORE) (INCHES) (1.0"OR MORE) <40 JANUARY 9 5.08 0 12 FEBRUARY 7 1.98 0 10 MARCH 8 2.27 0 2 APRIL 9 4.01 0 0 MAY 13 9.69 0 0 JUNE 12 5.06 0 0 JULY 13 7.80 0 0 AUGUST 11 4.08 0 0 SEPTEMBER 8 3.59 0 0 OCTOBER 6 3.85 0 0 NOVEMBER 8 4.75 0 2 DECEMBER 7 4.23 0 7 ANNUALLY 106 53.56 0 34 This table is based on information from NOAA and measured at the Jack Brooks Regional Airport, Beaumont,Texas. Means, normals and averages are based on records covering a period of 4 years from 2020-2024. SECTION G EDA CONTRACTING PROVISIONS OMB Number:0610-0096 Expiration Date: 01/31/2025 U. S. DEPARTMENT OF COMMERCE ECONOMIC DEVELOPMENT ADMINISTRATION �i.fiEN T op 00 4 . lTJ 4 ' %." O vflat EDA CONTRACTING PROVISIONS FOR CONSTRUCTION PROJECTS These EDA Contracting Provisions for Construction Projects (EDA Contracting Provisions) are intended for use by recipients receiving federal assistance from the U. S. Department of Commerce-Economic Development Administration(EDA). They contain provisions specific to EDA and other federal provisions not normally found in non-federal contract documents. The requirements contained herein must be incorporated into all construction contracts and subcontracts funded wholly or in part with federal assistance from EDA. Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 TABLE OF CONTENTS 1. Definitions 2. Applicability 3. Federally Required Contract Provisions 4. Required Provisions Deemed Inserted 5. Inspection by EDA Representatives 6. Examination and Retention of Contractor's Records 7. Construction Schedule and Periodic Estimates 8. Contractor's Title to Material 9. Inspection and Testing of Materials 10. "OR EQUAL"Clause 11. Patent Fees and Royalties 12. Claims for Extra Costs 13. Contractor's and Subcontractor's Insurance 14. Contract Security Bonds 15. Labor Standards-Davis-Bacon and Related Acts 16. Labor Standards-Contract Work Hours and Safety Standards Act 17. Equal Employment Opportunity 18. Contracting with Small,Minority and Women's Businesses 19. Health,Safety and Accident Prevention 20. Conflict of Interest and Other Prohibited Interests 21. New Restrictions on Lobbying 22. Historical and Archaeological Data Preservation 23. Clean Air and Water 24. Use of Lead-Based Paints on Residential Structures 25. Energy Efficiency 26. Environmental Requirements 27. Debarment,Suspension,Ineligibility and Voluntary Exclusions 28. EDA Project Sign 29. Buy America Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 1. DEFINITIONS Agreement—The written instrument that is evidence of the agreement between the Owner and the Contractor overseeing the Work. Architect/Engineer-The person or other entity engaged by the Recipient to perform architectural, engineering,design, and other services related to the work as provided for in the contract. Contract-The entire and integrated written agreement between the Owner and the Contractor concerning the Work. The Contract supersedes prior negotiations,representations, or agreements,whether written or oral. Contract Documents—Those items so designated in the Agreement. Only printed or hard copies of the items listed in the Agreement are Contract Documents. Contractor—The individual or entity with whom the Owner has entered into the Agreement. Drawings or Plans—That part of the Contract Documents prepared or approved by the Architect/Engineer that graphically shows the scope, extent,and character of the Work to be • performed by the Contractor. EDA -The United States of America acting through the Economic Development Administration of the U.S. Department of Commerce or any other person designated to act on its behalf. EDA has agreed to provide financial assistance to the Owner,which includes assistance in financing the Work to be performed under this Contract. Notwithstanding EDA's role, nothing in this Contract shall be construed to create any contractual relationship between the Contractor and EDA. Owner—The individual or entity with whom the Contractor has entered into the Agreement and for whom the Work is to be performed. Project—The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. Recipient—A non-Federal entity receiving a Federal financial assistance award directly from EDA to carry out an activity under an EDA program,including any EDA-approved successor to the entity. Specifications—That part of the Contract Documents consisting of written requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable thereto. Subcontractor—An individual or entity having direct contract with the Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 Work—The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services,and documentation necessary to produce such construction and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. 2. APPLICABILITY The Project to which the construction work covered by this Contract pertains is being assisted by the United States of America through federal assistance provided by the U.S. Department of Commerce -Economic Development Administration(EDA). Neither EDA,nor any of its departments,entities, or employees is a party to this Contract. The following EDA Contracting Provisions are included in this Contract and all subcontracts or related instruments pursuant to the provisions applicable to such federal assistance from EDA. 3. FEDERALLY REOUIRED CONTRACT PROVISIONS (a) All contracts in excess of the simplified acquisition threshold-currently fixed at$150,000 (see 41 U.S.C. §§ 134 and 1908)must address administrative, contractual,or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. (b) All contracts in excess of$10,000 must address termination for cause and for convenience by the Recipient including the manner by which it will be effected and the basis for settlement. (c) All construction contracts awarded in excess of$10,000 by recipients of federal assistance and their contractors or subcontractors shall contain a provision requiring compliance with Executive Order 11246 of September 24, 1965,Equal Employment Opportunity, as amended by Executive Order 11375 of October 13, 1967, and Department of Labor implementing regulations at 41 C.F.R. part 60. (d) All prime construction contracts in excess of$2,000 awarded by Recipients must include a provision for compliance with the Davis-Bacon Act(40 U.S.C. §§ 3141-3148)as supplemented by Department of Labor regulations at 29 C.F.R. part 5. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. § 874 and 40 U.S.C. § 3145)as supplemented by Department of Labor regulations at 29 C.F.R. part 3. (e) All contracts awarded by the Recipient in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704 (the Contract Work Hours and Safety Standards Act) as supplemented by Department of Labor regulations at 29 C.F.R.part 5. (f) All contracts must include EDA requirements and regulations that involve a requirement on the contractor or sub-contractor to report information to EDA,the Recipient or any other federal agency. Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 (g) All contracts must include EDA requirements and regulations pertaining to patent rights with respect to any discovery or invention which arises or is developed in the course of or under such contract. (h) All contracts must include EDA requirements and regulations pertaining to copyrights and rights in data. (i) All contracts and subgrants in excess of$150,000 must contain a provision that requires compliance with all applicable standards, orders, or requirements issued under the Clean Air Act (42 U.S.C. § 7401 et seq.) and the Federal Water Pollution Control Act(Clean Water Act) (33 U.S.C. § 1251 et seq.), and Executive Order 11738,Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act With Respect to Federal Contracts, Grants, or Loans. (j) Contracts must contain mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(42 U.S.C.§ 6201). (k) Contracts must contain a provision ensuring that contracts are not to be made to parties on the government wide Excluded Parties List System in the System for Award Management(SAM), in accordance with the OMB guidelines at 2 C.F.R. part 180. (1) Contracts must contain a provision ensure compliance with the Byrd Anti-Lobbying Amendment(31 U.S.C. § 1352)under which contractors that apply or bid for an award of $100,000 or more must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. § 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. (m) If the Recipient is a state agency or agency of a political subdivision of a state, any contract awarded must contain a provision ensuring compliance with section 6002 of the Solid Waste Disposal Act(42 U.S.C. § 6962),as amended by the Resource Conservation and Recovery Act related to the procurement of recovered materials. 4. 12EOUIRED PROVISIONS DEEMED INSERTED Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and the contract shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted,then upon the application of either party the contract shall forthwith be physically amended to make such insertion of correction. Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 5. JNSPECTION BY EDA REPRESENTATIVES The authorized representatives and agents of EDA shall be permitted to inspect all work, materials,payrolls,personnel records, invoices of materials, and other relevant data and records. 6. EXAMINATION AND RETENTION OF CONTRACTOR'S RECORDS (a) The Owner,EDA, or the Comptroller General of the United States,or any of their duly authorized representatives shall, generally until three years after final payment under this contract,have access to and the right to examine any of the Contractor's directly pertinent books, documents,papers,or other records involving transactions related to this contract for the purpose of making audit, examination,excerpts, and transcriptions. (b) The Contractor agrees to include in first-tier subcontracts under this contract a clause substantially the same as paragraph(a) above. "Subcontract," as used in this clause, excludes purchase orders that do not exceed $10,000. (c) The periods of access and examination in paragraphs(a) and(b)above for records relating to (1) appeals under the disputes clause of this contract, (2) litigation or settlement of claims arising from the performance of this contract, or(3)costs and expenses of this contract to which the Owner, EDA, or Comptroller General or any of their duly authorized representatives has taken exception shall continue until disposition of such appeals, litigation, claims,or exceptions. 7. CONSTRUCTION SCHEDULE AND PERIODIC ESTIMATES Immediately after execution and delivery of the contract, and before the first partial payment is made,the Contractor shall deliver to the Owner an estimated construction progress schedule in a form satisfactory to the Owner, showing the proposed dates of commencement and completion of each of the various subdivisions of work required under the Contract Documents and the anticipated amount of each monthly payment that will become due to the Contractor in accordance with the progress schedule. The Contractor also shall furnish the Owner(a) a detailed estimate giving a complete breakdown of the contract price and(b)periodic itemized estimates of work done for the purpose of making partial payments thereon. The costs employed in making up any of these schedules will be used only to determine the basis of partial payments and will not be considered as fixing a basis for additions to or deductions from the contract price. 8. CONTRACTOR'S TITLE TO MATERIAL No materials, supplies, or equipment for the work shall be purchased by the Contractor or by any subcontractor that is subject to any chattel mortgage or under a conditional sale contract or other agreement by which an interest is retained by the seller. The Contractor warrants and guarantees that he/she has good title to all work,materials,and equipment used by him/her in the Work, free and clear of all liens, claims,or encumbrances. Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 9. INSPECTION AND TESTING OF MATERIALS All materials and equipment used in the completion of the Work shall be subject to adequate inspection and testing in accordance with accepted standards. The laboratory or inspection agency shall be selected by the Owner. Materials of construction,particularly those upon which the strength and durability of any structure may depend, shall be subject to inspection and testing to establish conformance with specifications and suitability for intended uses. 10. "OR FOUJAL" CLAUSE Whenever a material, article,or piece of equipment is identified in the Contract Documents by reference to manufacturers' or vendors' names,trade names, catalogue numbers, etc., it is intended merely to establish a standard. Any material, article,or equipment of other manufacturers and vendors that will perform adequately the duties imposed by the general design will be considered equally acceptable provided the material, article, or equipment so proposed is, in the opinion of the Architect/Engineer, of equal substance and function. However, such substitution material,article,or equipment shall not be purchased or installed by the Contractor without the Architect/Engineer's written approval. 11. PATENT FEES AND ROYALTIES (a) Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process,product, or device that is the subject of patent rights or copyrights held by others. If a particular invention, design,process,product, or device is specified in the Contract Documents for use in the performance of the Work and if,to the actual knowledge of Owner or Architect/Engineer, its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others,the existence of such rights shall be disclosed by the Owner in the Contract Documents. (b) To the fullest extent permitted by Laws and Regulations,the Contractor shall indemnify and hold harmless the Owner and the Architect/Engineer,and the officers,directors,partners, employees, agents, consultants, and subcontractors of each and any of them from and against all claims,costs, losses, and damages (including but not limited to all fees and charges of engineers, architects,attorneys, and other professionals and all court or arbitration or other dispute resolution costs)arising out of or relating to any infringement of patent rights or copyrights incident to the use in the performance of the Work or resulting from the incorporation in the Work of any invention, design,process,product,or device not specified in the Contract Documents. 12. CLAIMS FOR EXTRA COSTS No claims for extra work or cost shall be allowed unless the same was done in pursuance of a written order from the Architect/Engineer approved by the Owner. Economic Development Administration Contracting Provisions for Construction Projects RRn OMB Number:0610-0096 Expiration Date: 01/31/2025 13. CONTRACTORS AND SUBCONTRACTORS INSURANCE, (a) The Contractor shall not commence work under this Contract until the Contractor has obtained all insurance reasonably required by the Owner,nor shall the Contractor allow any subcontractor to commence work on his/her subcontract until the insurance required of the subcontractor has been so obtained and approved. (b) Types of insurance normally required are: (1) Workers' Compensation (2) Contractor's Public Liability and Property Damage (3) Contractor's Vehicle Liability (4) Subcontractors' Public Liability, Property Damage and Vehicle Liability (5) Builder's Risk(Fire and Extended Coverage) (c) Scope of Insurance and Special Hazards: The insurance obtained, which is described above, shall provide adequate protection for the Contractor and his/her subcontractors, respectively, against damage claims that may arise from operations under this contract,whether such operations be by the insured or by anyone directly or indirectly employed by him/her and also against any of the special hazards that may be encountered in the performance of this Contract. (d) Proof of Carriage of Insurance: The Contractor shall furnish the Owner with certificates showing the type,amount,class of operations covered,effective dates,and dates of expiration of applicable insurance policies. 14. CONTRACT SECURITY BONDS (a) If the amount of this Contract exceeds $150,000,the Contractor shall furnish a performance bond in an amount at least equal to one hundred percent(100%) of the Contract price as security for the faithful performance of this Contract and also a payment bond in an amount equal to one hundred percent(100%)of the Contract price or in a penal sum not less than that prescribed by State, Territorial, or local law, as security for the payment of all persons performing labor on the Work under this Contract and furnishing materials in connection with this Contract. The performance bond and the payment bond may be in one or in separate instruments in accordance with local law. Before final acceptance, each bond must be approved by EDA. If the amount of this Contract does not exceed$150,000,the Owner shall specify the amount of the payment and performance bonds. (b) All bonds shall be in the form prescribed by the Contract Documents except as otherwise provided in applicable laws or regulations, and shall be executed by such sureties as are named in the current list of Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies as published in Treasury Circular 570 (amended)by the Financial Management Service, Surety Bond Branch,U.S. Department of the Treasury. All bonds signed by an agent must be accompanied by a certified copy of the agent's Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 authority to act. Surety companies executing the bonds must also be authorized to transact business in the state where the Work is located. 15. LABOR STANDARDS -DAVIS-BACON AND RELATED ACTS (as required by section 602 of PWEDA) (a) Minimum Wages (1)All laborers and mechanics employed or working upon the site of the Work in the construction or development of the Project will be paid unconditionally and not less often than once a week,and without subsequent deduction or rebate on any account(except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act at 29 C.F.R.part 3,the full amount of wages and bona fide fringe benefits(or cash equivalents thereof)due at the time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor,which is attached hereto and made a part hereof,regardless of any contractual relationship that may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under Section 1(b)(2)of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of 29 C.F.R. § 5.5(a)(1)(iv); also, regular contributions made or costs incurred for more than a weekly period(but not less often than quarterly)under plans, funds, or programs,which cover the particular weekly period,are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed,without regard to skill, except as provided in 29 C.F.R. § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein,provided that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination(including any additional classification and wage rates determined under 29 C.F.R. § 5.5(a)(1)(ii)and the Davis- Bacon poster(WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (2)(i) Any class of laborers or mechanics to be employed under the Contract,but not listed in the wage determination, shall be classified in conformance with the wage determination. EDA shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (A)The work to be performed by the classification requested is not performed by a classification in the wage determination; (B) The classification is utilized in the area by the construction industry; and (C) The proposed wage rate, including any bona fide fringe benefits,bears a Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 reasonable relationship to the wage rates contained in the wage determination. (ii) If the Contractor and the laborers and mechanics to be employed in the classification(if known),or their representatives, and EDA or its designee agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by EDA or its designee to the Administrator of the Wage and Hour Division, Employment Standards Administration,U.S. Department of Labor, Washington,D.C. 20210. (iii) In the event the Contractor,the laborers or mechanics to be employed in the classification or their representatives,and EDA or its designee do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits,where appropriate), EDA or its designee shall refer the questions,including the views of all interested parties and the recommendation of EDA or its designee,to the Administrator for determination. (iv) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(2)(ii) or(iii) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (3) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate,the Contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (4) If the Contractor does not make payments to a trustee or other third person,the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program,provided,that the Secretary of Labor has found,upon the written request of the Contractor,that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (b) Withholding EDA or its designee shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the Contractor under this Contract or any other federal contract with the same prime Contractor,or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements,which is held by the same prime contractor so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices,trainees and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the Contract. In the event of failure to pay any laborer or mechanic, including any apprentice,trainee or helper employed or working on the site of the Work in the construction or development of the Project, all or part of the wages required by the Contract,EDA or its designee may, after written notice to the Contractor, sponsor, applicant,or owner,take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 have ceased. EDA or its designee may, after written notice to the Contractor, disburse such amounts withheld for and on account of the Contractor or subcontractor to the respective employees to whom they are due. The Comptroller General shall make such disbursements in the case of direct Davis-Bacon Act contracts. (c) Payrolls and basic records (1) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the Work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the Work in the construction or development of the Project. Such records shall contain the name, address,and social security number of each such worker,his or her correct classification,hourly rates of wages paid(including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B)of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 C.F.R. § 5.5(a)(1)(iv)that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B)of the Davis-Bacon Act,the Contractor shall maintain records which show that the commitment to provide such benefits is enforceable,the plan or program is financially responsible, and the plan or program has been communicated in writing to the laborers or mechanics affected,and provide records that show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs,the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (2) (i) For each week in which Contract work is performed,the Contractor shall submit a copy of all payrolls to the Owner for transmission to EDA or its designee. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 C.F.R. part 5.5(a)(3)(i). This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose. It may be purchased from the Superintendent of Documents(Federal Stock Number 029-005-00014-1),U.S. Government Printing Office, Washington, D.C. 20402; or downloaded from the U.S. Department of Labor's website at https://www.dol.gov/whd/forms/wh347.pdf. The prime Contractor is responsible for the submission of copies of payrolls by all subcontractors (ii) Each payroll submitted shall be accompanied by a"Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the Contract and shall certify the following: (A) That the payroll for the payroll period contains the information required to be maintained under 29 C.F.R. § 5.5(a)(3)(i) and that such information is correct and complete; Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 (B) That each laborer or mechanic (including each helper, apprentice,and trainee) employed on the Contract during the payroll period has been paid the full weekly wages earned,without rebate,either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in 29 C.F.R. part 3; and (C) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the Contract. (iii)The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the"Statement of Compliance"required by paragraph 15(c)(2)(ii)of this section. (iv)The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under section 1001 of Title 18 and section 3729 of Title 31 of the U.S. Code. (3) The Contractor or subcontractor shall make the records required under paragraph 15(c)(1)of this section available for inspection,copying, or transcription by authorized representatives of EDA or its designee or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit the required records or to make them available,EDA or its designee may, after written notice to the Contractor or Owner,take such action as may be necessary to cause the suspension of any further payment,advance, or guarantee of funds. Furthermore,failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 C.F.R. § 5.12. (d) Apprentices and Trainees. (1) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor,Employment and Training Administration, Bureau of Apprenticeship and Training(Bureau),or with a State Apprenticeship Agency recognized by the Bureau,or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program,who is not individually registered in the program,but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency(where appropriate)to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the Contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition,any Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a Contractor is performing construction on a Project in a locality other than that in which its program is registered, the ratios and wage rates(expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress,expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training,or a State Apprenticeship Agency recognized by the Bureau,withdraws approval of an apprenticeship program,the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (2) Trainees. Except as provided in 29 C.F.R. § 5.16,trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program that has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman's hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits,trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition,any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program,the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (3) Equal employment opportunity. The utilization of apprentices,trainees and journeymen under this part shall be in conformity with the equal employment opportunity Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 requirements of Executive Order 11246,Equal Employment Opportunity,as amended, and 29 C.F.R. part 30. (e) Compliance with Copeland Anti-Kickback Act Requirements. The Contractor shall comply with the Copeland Anti-Kickback Act(18 U.S.C. § 874 and 40 U.S.C. § 3145)as supplemented by Department of Labor regulations(29 C.F.R. part 3,"Contractors and Subcontractors on Public Buildings or Public Works Financed in Whole or in Part by Loans or Grants of the United States"). The Act provides that the Contractor and any subcontractors shall be prohibited from inducing,by any means, any person employed in the construction, completion, or repair of public work,to give up any part of the compensation to which they are otherwise entitled. The Owner shall report all suspected or reported violations to EDA. (f) Subcontracts. The Contractor and any subcontractors will insert in any subcontracts the clauses contained in 29 C.F.R. §§ 5.5(a)(1)through(10)and such other clauses as EDA or its designee may require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 C.F.R. § 5.5. (g)Contract termination; debarment. The breach of the contract clauses in 29 C.F.R. § 5.5 may be grounds for termination of the contract, and for debarment as a Contractor and a subcontractor as provided in 29 C.F.R. § 5.12. (h)Compliance with Davis-Bacon and Related Act Requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 C.F.R.parts 1, 3, and 5 are herein incorporated by reference in this contract. (i) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this Contract shall not be subject to the general disputes clause of this Contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 C.F.R. parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor(or any of its subcontractors)and EDA or its designee,the U.S. Department of Labor, or the employees or their representatives. (j) Certification of Eligibility. (1)By entering into this Contract,the Contractor certifies that neither it nor any person or firm that has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 C.F.R. § 5.12(a)(1). (2)No part of this Contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 C.F.R. § 5.12(a)(1). (3)The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. § 1001. Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 16. J,ABOR STANDARDS - CONTRACT WORK HOURS AND SAFETY STANDARDS ACT As used in this paragraph,the terms"laborers"and"mechanics"include watchmen and guards. (a) Overtime requirements. No Contractor or subcontractor contracting for any part of the Contract work, which may require or involve the employment of laborers or mechanics, shall require or permit any such laborer or mechanic in any workweek in which that person is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (b) Violation; liability for unpaid wages,liquidated damages. In the event of any violation of the clause set forth in paragraph(a) of this section,the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory),for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph(a)of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(a)of this section. (c) Withholding for unpaid wages and liquidated damages. EDA or its designee shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the Contractor or subcontractor under any such Contract or any other federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime Contractor such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(b)of this section. (d) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs(a)through(c)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(a)through(c)of this section. 17. FOIUAL,EMPLOYMENT OPPORTUNITY (a) The Recipient hereby agrees that it will incorporate or cause to be incorporated into any contract for construction work, or modification thereof, as defined in the regulations of the Secretary of Labor at 41 C.F.R. chapter 60,which is paid for in whole or in part with funds obtained from EDA,the following equal opportunity clause: During the performance of this contract,the Contractor agrees as follows: Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color,religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include,but not be limited to the following: Employment,upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. The Contractor agrees to post in conspicuous places available to employees and applicants for employment notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor state that all qualified applicants will receive consideration for employment without regard to race,color, religion, sex, sexual orientation,gender identity,or national origin. (3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about,discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation,proceeding,hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers representatives of the Contractor's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965 and of the rules,regulations, and relevant orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules,regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books,records, and accounts by EDA and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations, and orders. (7)In the event of the Contractor's noncompliance with the nondiscrimination clauses of Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 this Contract or with any of the said rules,regulations, or orders,this Contract may be canceled,terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally-assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor,or as otherwise provided by law. (8) The Contractor will include the portion of the sentence immediately preceding paragraph 17(a)(1)and the provisions of paragraphs 17(a)(1)through(8) in every subcontract or purchase order unless exempted by rules,regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as EDA or the Secretary of Labor may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided,however,that in the event the Contractor becomes involved in or is threatened with litigation with a subcontractor or vendor as a result of such direction by EDA or the Secretary of Labor,the Contractor may request the United States to enter into such litigation to protect the interests of the United States. (9) The Recipient further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally- assisted construction work. Provided,however, that if the Recipient so participating is a State or local government,the above equal opportunity clause is not applicable to any agency, instrumentality, or subdivision of such government that does not participate in work on or under the Contract. (10)The Recipient agrees that it will assist and cooperate actively with EDA and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations,and relevant orders of the Secretary of Labor,that it will furnish EDA and the Secretary of Labor such information as they may require for the supervision of such compliance,and that it will otherwise assist EDA in the discharge of the EDA's primary responsibility for securing compliance. (11) The Recipient further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965,with a Contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by EDA or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the Recipient agrees that if it fails or refuses to comply with these undertakings, EDA may take any or all of the following actions: Cancel,terminate, or suspend in whole or in part this EDA financial assistance;refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 to the Department of Justice for appropriate legal proceedings. (b) Exemptions to Above Equal Opportunity Clause (41 C.F.R. chapter 60): (1) Contracts and subcontracts not exceeding $10,000 (other than Government bills of lading, and other than contracts and subcontracts with depositories of Federal funds in any amount and with financial institutions which are issuing and paying agents for U.S. savings bonds and savings notes)are exempt. The amount of the Contract, rather than the amount of the federal financial assistance, shall govern in determining the applicability of this exemption. (2) Except in the case of subcontractors for the performance of construction work at the site of construction, the clause shall not be required to be inserted in subcontracts below the second tier. (3) Contracts and subcontracts not exceeding $10,000 for standard commercial supplies or raw materials are exempt. 18. CONTRACTING WITH SMALL.MINORITY AND WOMEN'S BIJSINESSES (a) If the Contractor intends to let any subcontracts for a portion of the work,the Contractor shall take affirmative steps to assure that small,minority and women's businesses are used when possible as sources of supplies, equipment,construction, and services. (b) Affirmative steps shall consist of: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Ensuring that small and minority businesses and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements,when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses and women's business enterprises; (4) Establishing delivery schedules,where the requirements of the contract permit,which encourage participation by small and minority businesses and women's business enterprises; (5) Using the services and assistance of the U.S. Small Business Administration,the Minority Business Development Agency of the U.S. Department of Commerce, and State and local governmental small business agencies; (6) Requiring each party to a subcontract to take the affirmative steps of this section; and Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 (7) The Contractor is encouraged to procure goods and services from labor surplus area firms. 19. ,HEALTH. SAFETY.AND ACCIDENT PREVENTION (a) In performing this contract,the Contractor shall: (1) Ensure that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary,hazardous, or dangerous to their health and/or safety as determined under construction safety and health standards promulgated by the Secretary of Labor by regulation; (2) Protect the lives, health,and safety of other persons; (3) Prevent damage to property,materials, supplies, and equipment; and (4) Avoid work interruptions. (b) For these purposes,the Contractor shall: (1) Comply with regulations and standards issued by the Secretary of Labor at 29 C.F.R. part 1926. Failure to comply may result in imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act(40 U.S.C. §§ 3701 —3708); and (2) Include the terms of this clause in every subcontract so that such terms will be binding on each subcontractor. (c) The Contractor shall maintain an accurate record of exposure data on all accidents incident to work performed under this Contract resulting in death,traumatic injury, occupational disease,or damage to property,materials, supplies, or equipment,and shall report this data in the manner prescribed by 29 C.F.R. part 1904. (d) The Owner shall notify the Contractor of any noncompliance with these requirements and of the corrective action required. This notice, when delivered to the Contractor or the Contractor's representative at the site of the Work, shall be deemed sufficient notice of the noncompliance and corrective action required. After receiving the notice,the Contractor shall immediately take corrective action. If the Contractor fails or refuses to take corrective action promptly,the Owner may issue an order stopping all or part of the Work until satisfactory corrective action has been taken. The Contractor shall not base any claim or request for equitable adjustment for additional time or money on any stop order issued under these circumstances. (e) The Contractor shall be responsible for its subcontractors' compliance with the provisions of this clause. The Contractor shall take such action with respect to any subcontract as EDA, or the Secretary of Labor shall direct as a means of enforcing such provisions. Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 20. CONFLICT OF INTEREST AND OTHER PROHIBITED INTERESTS (a) No official of the Owner who is authorized in such capacity and on behalf of the Owner to negotiate,make, accept, or approve, or to take part in negotiating,making, accepting,or approving any architectural, engineering, inspection,construction or material supply contract or any subcontract in connection with the construction of the Project, shall become directly or indirectly interested personally in this Contract or in any part hereof. (b) No officer, employee,architect, attorney, engineer, or inspector of or for the Owner who is authorized in such capacity and on behalf of the Owner to exercise any legislative, executive, supervisory or other similar functions in connection with the construction of the Project, shall become directly or indirectly interested personally in this Contract or in any part thereof,any material supply contract, subcontract, insurance contract, or any other contract pertaining to the Project. (c) The Contractor may not knowingly contract with a supplier or manufacturer if the individual or entity who prepared the Contract Documents has a corporate or financial affiliation with the supplier or manufacturer. (d) The Owner's officers, employees, or agents shall not engage in the award or administration of this Contract if a conflict of interest,real or apparent, may be involved. Such a conflict may arise when: (i)the employee, officer or agent; (ii) any member of their immediate family; (iii) their partner or(iv) an organization that employs, or is about to employ, any of the above,has a financial interest in the Contractor. The Owner's officers,employees,or agents shall neither solicit nor accept gratuities, favors,or anything of monetary value from the Contractor or subcontractors. (e) If the Owner finds after a notice and hearing that the Contractor, or any of the Contractor's agents or representatives,offered or gave gratuities (in the form of entertainment,gifts,or otherwise)to any official, employee, or agent of the Owner or EDA in an attempt to secure this Contract or favorable treatment in awarding,amending, or making any determinations related to the performance of this Contract,the Owner may,by written notice to the Contractor,terminate this Contract. The Owner may also pursue other rights and remedies that the law or this Contract provides. However,the existence of the facts on which the Owner bases such fmdings shall be an issue and may be reviewed in proceedings under the dispute resolution provisions of this Contract. (f) In the event this Contract is terminated as provided in paragraph(e) of this section,the Owner may pursue the same remedies against the Contractor as it could pursue in the event of a breach of this Contract by the Contractor. As a penalty, in addition to any other damages to which it may be entitled by law,the Owner may pursue exemplary damages in an amount(as determined by the Owner)which shall not be less than three nor more than ten times the costs the Contractor incurs in providing any such gratuities to any such officer or employee. Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 21. RESTRICTIONS ON LOBBYING (a) This Contract, or subcontract is subject to 31 U.S.C. § 1352, regarding lobbying restrictions. The section is explained in the common rule, 15 C.F.R.part 28 (55 FR 6736-6748,February 26, 1990). Each bidder under this Contract or subcontract is generally prohibited from using federal funds for lobbying the Executive or Legislative Branches of the Federal Government in connection with this EDA Award. (b) Contract Clause Threshold: This Contract Clause regarding lobbying must be included in each bid for a contract or subcontract exceeding$100,000 of federal funds at any tier under the EDA Award. (c) Certification and Disclosure: Each bidder of a contract or subcontract exceeding $100,000 of federal funds at any tier under the federal Award must file Form CD-512, Certification Regarding Lobbying—Lower Tier Covered Transactions, and, if applicable, Standard Form- LLL,Disclosure of Lobbying Activities, regarding the use of any nonfederal funds for lobbying. Certifications shall be retained by the Contractor or subcontractor at the next higher tier. All disclosure forms,however, shall be forwarded from tier to tier until received by the Recipient of the EDA Award, who shall forward all disclosure forms to EDA. (d) Continuing Disclosure Requirement: Each Contractor or subcontractor that is subject to the Certification and Disclosure provision of this Contract Clause is required to file a disclosure form at the end of each calendar quarter in which there occurs any event that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed by such person. Disclosure forms shall be forwarded from tier to tier until received by the Recipient of the EDA Award,who shall forward all disclosure forms to EDA. (e) Indian Tribes,Tribal Organizations,or Other Indian Organizations: Indian tribes, tribal organizations, or any other Indian organizations, including Alaskan Native organizations, are excluded from the above lobbying restrictions and reporting requirements, but only with respect to expenditures that are by such tribes or organizations for lobbying activities permitted by other federal law. An Indian tribe or organization that is seeking an exclusion from Certification and Disclosure requirements must provide EDA with the citation of the provision or provisions of federal law upon which it relies to conduct lobbying activities that would otherwise be subject to the prohibitions in and to the Certification and Disclosure requirements of 31 U.S.C. § 1352,preferably through an attorney's opinion. Note, also,that a non-Indian subrecipient, contractor, or subcontractor under an award to an Indian tribe,for example, is subject to the restrictions and reporting requirements. 22. JIHSTORICAL, AND ARCHAEOLOGICAL DATA PRESERVATION The Contractor agrees to facilitate the preservation and enhancement of structures and objects of historical, architectural or archaeological significance and when such items are found and/or unearthed during the course of project construction. Any excavation by the Contractor that uncovers an historical or archaeological artifact shall be immediately reported to the Owner and a representative of EDA. Construction shall be temporarily halted pending the notification process and further directions issued by EDA after consultation with the State Historic Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 Preservation Officer(SHPO)for recovery of the items. See the National Historic Preservation Act of 1966 (54 U.S.C. § 300101 et seq.,formerly at 16 U.S.C. § 470 et seq.) and Executive Order No. 11593 of May 31, 1971. 23. CLEAN AIR AND WATLA Applicable to Contracts in Excess of$150,000 (a) Definition. "Facility"means any building,plant, installation, structure,mine, vessel, or other floating craft, location, or site of operations, owned, leased,or supervised by the Contractor or any subcontractor,used in the performance of the Contract or any subcontract. When a location or site of operations includes more than one building,plant,installation,or structure,the entire location or site shall be deemed a facility except when the Administrator, or a designee, of the United States Environmental Protection Agency(EPA)determines that independent facilities are collocated in one geographical area. (b) In compliance with regulations issued by the EPA,2 C.F.R.part 1532,pursuant to the Clean Air Act, as amended(42 U.S.C. § 7401 et seq.);the Federal Water Pollution Control Act,as amended(33 U.S.C. § 1251 et seq.); and Executive Order 11738,the Contractor agrees to: (1) Not utilize any facility in the performance of this contract or any subcontract which is listed on the Excluded Parties List System,part of the System for Award Management (SAM),pursuant to 2 C.F.R.part 1532 for the duration of time that the facility remains on the list; (2)Promptly notify the Owner if a facility the Contractor intends to use in the performance of this contract is on the Excluded Parties List System or the Contractor knows that it has been recommended to be placed on the List; (3)Comply with all requirements of the Clean Air Act and the Federal Water Pollution Control Act, including the requirements of section 114 of the Clean Air Act and section 308 of the Federal Water Pollution Control Act,and all applicable clean air and clean water standards; and (4)Include or cause to be included the provisions of this clause in every subcontract and take such action as EDA may direct as a means of enforcing such provisions. 24. USE OF LEAD-BASED PAINTS ON RESIDENTIAL STRUCTURES (a) If the work under this Contract involves construction or rehabilitation of residential structures over$5,000,the Contractor shall comply with the Lead-based Paint Poisoning Prevention Act (42 U.S.C. § 4831). The Contractor shall assure that paint or other surface coatings used in a residential property does not contain lead equal to or in excess of 1.0 milligram per square centimeter or 0.5 percent by weight or 5,000 parts per million(ppm)by weight. For purposes of this section, "residential property"means a dwelling unit,common areas,building exterior surfaces, and any surrounding land, including outbuildings, fences and play equipment affixed to the land, belonging to an owner and available for use by residents,but not Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 including land used for agricultural, commercial, industrial or other non-residential purposes, and not including paint on the pavement of parking lots, garages, or roadways. (b) As a condition to receiving assistance under PWEDA,recipients shall assure that the restriction against the use of lead-based paint is included in all contracts and subcontracts involving the use of federal funds. 25. ENERGY EFFICIENCY The Contractor shall comply with all standards and policies relating to energy efficiency which are contained in the energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. § 6201) for the State in which the Work under the Contract is performed. 26. ENVIRONMENTAL REOUIREMENTS When constructing a Project involving trenching and/or other related earth excavations, the Contractor shall comply with the following environmental constraints: (1) Wetlands. When disposing of excess, spoil,or other construction materials on public or private property,the Contractor shall not fill in or otherwise convert wetlands. (2) Floodplains. When disposing of excess, spoil, or other construction materials on public or private property,the Contractor shall not fill in or otherwise convert 100 year floodplain areas delineated on the latest Federal Emergency Management Agency (FEMA) Floodplain Maps, or other appropriate maps, i.e., alluvial soils on Natural Resource Conservation Service(NRCS) Soil Survey Maps. (3) Endangered Species. The Contractor shall comply with the Endangered Species Act,which provides for the protection of endangered and/or threatened species and critical habitat. Should any evidence of the presence of endangered and/or threatened species or their critical habitat be brought to the attention of the Contractor,the Contractor will immediately report this evidence to the Owner and a representative of EDA. Construction shall be temporarily halted pending the notification process and further directions issued by EDA after consultation with the U.S. Fish and Wildlife Service. 27. DEBARMENT. SUSPENSION. INELIGIBILITY.AND VOLUNTARY EXCLUSIONS As required by Executive Orders 12549 and 12689,Debarment and Suspension,2 C.F.R. Part 180 and implemented by the Department of Commerce at 2 C.F.R.part 1326, for prospective participants in lower tier covered transactions(except subcontracts for goods or services under the $25,000 small purchase threshold unless the subrecipient will have a critical influence on or substantive control over the award),the Contractor agrees that: (1) By entering into this Contract,the Contractor and subcontractors certify,that neither it nor its principals is presently debarred, suspended,proposed for debarment, declared Economic Development Administration Contracting Provisions for Construction Projects OMB Number:0610-0096 Expiration Date: 01/31/2025 ineligible, or voluntarily excluded from participation in this Contract by any federal department or agency. (2) Where the Contractor or subcontractors are unable to certify to any of the statements in this certification,the Contractor or subcontractors shall attach an explanation to this bid. See also 2 C.F.R. part 180 and 2 C.F.R. § 200.342. 28. FDA PROJECT SIGN The Contractor shall supply,erect, and maintain in good condition a Project sign according to the specifications provided by EDA. To the extent practical,the sign should be a free standing sign. Project signs shall not be located on public highway rights-of-way. Location and height of signs will be coordinated with the local agency responsible for highway or street safety in the Project area, if any possibility exists for obstructing vehicular traffic line of sight. Whenever the EDA site sign specifications conflict with State law or local ordinances,the EDA Regional Director will permit such conflicting specifications to be modified so as to comply with State law or local ordinance. 29. BUY AMERICA To the greatest extent practicable,contractors are encouraged to purchase American- made equipment and products with funding provided under EDA financial assistance awards. Economic Development Administration Contracting Provisions for Construction Projects SECTION H PAYMENT BOND Document A312TM - 2010 Payment Bond CONTRACTOR: SURETY: (Nome. legal,iatrr.+curd address) (Nance, legal stains and principal place of business) This document has important legal consequences.Consultation with an attorney is encouraged with OWNER: respect to its completion or (Nana, legal stance and address) modification. Any singular reference to Contractor,Surety.Owner or other party shall be considered plural where applicable CONSTRUC TION CONTRACT Date: Amount: Description: (Nome and location) BOND Date: (Nat earlier than('unstrnctrrur c •nnn•rrrt Outer Amount: Modifications to this Bond: 0 None 0 Sec Section I8 CONTRACTOR AS PRINCIPAL SURETY Company:: (Corporate Seal) Company: (Corporate Soul) Signature: Signature: Name Name and Title: and Title: (Am'additional signatures appear an the lust page of this Payment Bond.) (FOR INFORMATION ONLY Narne,address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: (Architect, Engineer or other party:) AIA Document A312'"'—2010 Payment Bond.Copyright 2010 by The American Institute of Architects.All rights reserved.WARNING:This AIA"r Init Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it.may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.To report copyrght vwf atrons at AIA Contract Documents,e-mail The American Institute of Architects'legal counsel,copyright©aia.org. wino §1 The Contractor and Surety,jointly and severally,hind themselves,their heirs,executors,administrators,successors and assigns to the Owner to pay for labor,materials and equipment furnished for use in the performance of the Construction Contract,which is incorporated herein by reference.subject to the following terms. §2 lithe Contractor promptly makes payment of all sums due to Claimants,and defends,indemnities and holds harmless the Owner from claims,demands,liens or suits by any person or entity seeking payment for labor,materials or equipment furnished for use in the performance of the Construction Contract,then the Surety and the Contractor shall have no obligation under this Bond. §3 If there is no Owner Default under the Construction Contract.the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety(at the address described in Section 13) of claims,demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor,materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims,demands,liens or suits to the Contractor and the Surety. §4 When the Owner has satisfied the conditions in Section 3.the Surety shall promptly and at the Surety's expense defend,indemnify and hold harmless the Owner against a duly tendered claim,demand,lien or suit. §5 The Surety's obligations to a Claimant under this Bond shall arise alter the following: §5.1 Claimants,who do not have a direct contract with the Contractor. .1 have Furnished a written notice of non-payment to the Contractor,stating with substantial accuracy the amount claimed and the name of the party to whom the materials were,or equipment was, furnished or supplied or for whom the labor was done or performed,within ninety(90)days after having last performed labor or last furnished materials or equipment included in the Claim;and .2 have sent a Claim to the Surety(at the address described in Section 13). §5.2 Claimants.who are employed by or have a direct contract with the Contractor,have sent a Claim to the Surety(at the address described in Section 13). §6 If a notice of'non-payment required by Section 5.1.1 is given by the Owner to the Contractor,that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. §7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2,whichever is applicahle,the Surety shall promptly and at the Surety's expense take the following actions: §7.1 Send an answer to the Claimant,with a copy to the Owner,within sixty(60)days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed:and §7.2 Pay or arrange for payment of any undisputed amounts. §7,3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver ol'defenses the Surety or Contractor may have or acquire as to a Claim,except as to undisputed amounts for which the Surety and Claimant have reached agreement. If,however,the Surety fails to discharge its obligations under Section 7.1 or Section 7.2.the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to he due and owing to the Claimant. §8 The Surety's total obligation shall not exceed the amount of this Bond,plus the amount of'reasonable attorney's lees provided under Section 7.3,and the amount of this Bond shall be credited for any payments made in good faith by the Surety. §9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims,if any,under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond,they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of'the Contractor and Surety under this Bond,subject to the Owner's priority to use the funds for the completion of the work. Ini, ALA Document A312 e—2010 Payment Bond.Copyright 02010 by The American Institute of Architects.Ail rights reserved.WARNING:This A W'Document Is protected by U.S.Copyright Law and International Treaties Unauthorized reproduction or distribution of this AW"Document,or 2 any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.To report copyright violations of AMA Contract Documents.e-mad The American Institute of Architects'legal counsel.copyrigttt@aia.org §10 The Surety shall not he liable to the Owner.Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. Ilse Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond,and shall have under this Bond no obligation to make payments to,or give notice on behalf of.Claimants or otherwise have any obligations to Claimants under this Bond. §11 The Surety hereby waives notice of any change.including changes of time,to the Construction Contract or to related subcontracts,purchase orders and other obligations. §12 No suit or action shall he commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date(1)on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2,or(2)on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone tinder the Construction Contract,whichever of(I)or(2)first occurs. If the provisions of this Paragraph are void or prohibited by law,the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall he applicable. §13 Notice and Claims to the Surety.the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims,however accomplished,shall be sufficient compliance as of the date received. §14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed.any provision in this Bond conflicting with said statutory or legal requirement shall he deemed deleted herefroin and provisions conforming to such statutory or other legal requirement shall he deemed incorporated herein. When so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. §15 Upon request by any person or entity appearing to he a potential beneficiary of this Bond.the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to he made. §16 Definitions § 16.1 Claim.A written statement by the Claimant including at a minimum: .1 the name of the Claimant: .2 the name of the person for whom the labor was done,or materials or equipment furnished: .3 a copy of the agreement or purchase order pursuant to which labor,materials or equipment was furnished for use in the performance of the Construction Contract: .4 a brief description of the labor,materials or equipment furnished: .5 the date on which the Claimant last performed labor or last lurnished materials or equipment For use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor,materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant;and .8 the total amount due and unpaid to the Claimant for labor,materials or equipment furnished as of the date of the Claim. §16.2 Claimant.An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor,materials or equipment for use in the performance of the Construction Contract.The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located.The intent of this Bond shall he to include without limitation in the terms"labor,materials or equipment"that part of water.gas,power.light,heat,oil, gasoline,telephone service or rental equipment used in the Construction Contract.architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors,and all other items for which a mechanic's lien may he asserted in the jurisdiction where the labor,materials or equipment were furnished. §16.3 Construction Contract.The agreement between the Owner and Contractor identified on the cover page. including all Contract Documents and all changes made to the agreement and the Contract Documents. AlA Oocumem A312^'—2010 Payment Bond.Copyright d 2010 by The American Institute of Architects.Alf rights reserved.WARNING:This AlA` Intl Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Ale Document,or 3 any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.To report copyright violations of AIA Contract Documents,e-mail The American institute of Architects'legal counsel copyrighteeia.org §16.4 Owner Default.Failure of the Owner,which has not been remedied or waived,to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. §16.5 Contract Documents.All the documents that comprise the agreement between the Owner and Contractor. §17 If this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall he deemed to he Contractor. §18 Modifications to this bond arc as follows: (Space is provided hclotv,%r additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (( olporate Seed) Company: (C'otpporate Seal) Signature: Signature: Name and Title: Name and Title: Address Address tnit. MA Document A312""—2010 Payment Bond.Copyright 2010 by The American Institute of Architects.All rights reserved.WARNING.This AIA' Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA`Document,or 4 any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law To report copyright violations of AIR Contract Documents,e-mail The American Institute of Architects'legal counsel.copyrights aia.org SECTION I PERFORMANCE BOND A Document A312TM - 2010 Performance Bond CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal.status and principal place of business) This document has important legal consequences.Consultation with an attorney is encouraged with OWNER: respect to its completion or (Name,legal slams and address) modification. Any singular reference to Contractor,Surety,Owner or other party shall be considered plural where applicable. CONSTRUCTION CONTRACT Date: Amount: Description: (Name and location) BOND Date: (Nut earlier than Construction Contract Dale) :Amount: 4 Modifications to this Bond: 0 \one 0 See Section 16 CONTRACTOR AS PRINCIPAL SURETY (.'iJ nt pan\: ( )mpany: t(•rrr pore/, .Scat! Signature: Signature: Name Name and Title: and Title: (Any additional signatures appear on the last page cif this Pe hrmance Bond) (FOR INFORMATION ONLY Name,address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: • (Architect. Engineer or other party:I Init. AIA Document A312^a—2010 Performance Bond.Copyright®2010 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties,Unauthorized reproduction or distribution of this AIA*Document, or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.To report copyright wolatiors of AIA Contract Dccuments,e-mail The Amencan institute of Architects'legal counsel.copyrightagaia.ag. oar nv §1 The Contnic:or and Surety.jointly and severally,bind themselves,their heirs,executors,administrators,successors and assigns to the Owner for the performance of the Construction Contract,which is incorporated herein by reference. §2 lithe Contractor performs the Construction Contract,the Surety and the Contractor shall have no obligation tinder this Bond,except when applicable to participate in a conference as provided in Section 3. §3 I f there is no Owner Default under the Construction Contract,the Surety's obligation under this Bond shall arise after .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default.Such notice shall indicate whether the Owner is requesting a conference among the Owner,Contractor and Surety to discuss the Contractor's performance. lithe Owner does not request a conference,the Surety may,within five(5)business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference,the Owner shall attend. Unless the Owner agrees otherwise,any conference requested under this Section 3.1 shall be held within ten (10)business days of the Surety's receipt of the Owner's notice, If the Owner.the Contractor and the Surety agree,the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right,if any,subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default,terminates the Construction Contract and notifies the Surety; and .3 the Owner has agreed to pay the Balance(tithe Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. §4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations,or release the Surety from its obligations,except to the extent the Surety demonstrates actual prejudice. §5 When the Owner has satisfied the conditions of Section 3.the Surety shall promptly and at the Surety's expense take one of the following actions: §5.1 Arrange for the Contractor.with the consent of the Owner,to perform and complete the Construction Contract: §5.2 t Indertake to perform and complete the Construction Contract itself,through its agents or independent contractors; §5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract,arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence,to he secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract,and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default;or §5.4 Waive its right to perform and complete,arrange for completion,or obtain a new contractor avid with reasonable promptness under the circumstances: .1 After investigation,determine the amount berr which it may he liable to the Owner and,as soon as practicable after the amount is determined,make payment to the Owner:or ,2 Deny liability in whole or in part and notify the Owner,citing the reasons for denial. §6 If the Surety does not proceed as provided in Section 5 with reasonable promptness,the Surety shall he deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond,and the Owner shall he entitled to enforce any remedy available to the Owner. lithe Surety proceeds as provided in Section 5.4.and the Owner refuses the payment or the Surety has denied liability,in whole or in part,without further notice the Owner shall be entitled to enforce any remedy available to the Owner. Init. AMA Document A312°"-2010 Performance Bond.Copyright 2010 by The American Institute of Architects.All rights reserved.WARNING This AlA"Document is proem:ted by U.S.Copyright Law and International Treaties Unauthorized reproduction or distribution of this Ale Document. 2 or any portion of it,may result in severe civil and criminal penalties.and will be prosecuted to the maximum extent possible under the law.To report copyright violations of AIR Cartrect Documents,e-mail The American Institute of Architects legal counsel copynght@aia erg. §7 If the Surety elects to act under Section 5.1,5.2 or 5.3,then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract,and the responsibilities of the Owner to the Surety shall not he greater than those of the Owner under the Construction Contract.Subject to the commitment by the Owner to pay the Balance of the Contract Price,the Surety is obligated,without duplication, for .1 the responsibilities of the Contractor for correction ot'defective work and completion of the Construction Contract; .2 additional legal,design professional and delay costs resulting from the Contractor's Default,and resulting from the actions or failure to act of the Surety under Section 5;and .3 liquidated damages,or if no liquidated damages are specified in the Construction Contract,actual damages caused by delayed performance or non-performance of the Contractor. §8 if the Surety elects to act tinder Section 5.1.5.3 or 5.4.the Surety's liability is limited to the amount of this Bond. §9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract,and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations.No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs,executors,administrators,successors and assigns. §10 The Surety hereby waives notice of any change,including changes of time,to the Construction Contract or to related subcontracts.purchase orders and other obligations. §11 Any proceeding, legal or equitable,under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years alter a declaration ol'Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond,whichever occurs first. lithe provisions of this Paragraph are void or prohibited by law,the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. §12 Notice to the Surety.the Owner or the Contractor shall he mailed or delivered to the address shown on the page on which their signature appears. §13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed,any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall he deemed incorporated herein. When so furnished,the intent is that this Bond shall he construed as a statutory bond and not as a common law bond. §14 Definitions §14.1 Balance of the Contract Price.The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made,including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled,reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. §14.2 Construction Contract.The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. §14.3 Contractor Default Failure of the Contractor,which has not been remedied or waived,to perform or otherwise to comply with a material term of the Construction Contract. §14.4 Owner Default.Failure of the Owner,which has not been remedied or waived,to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. §14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. §15 It'this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond shall he deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. Init AIA Document A312"'—2010 Performance Bond,Copyright 0 2010 by The American Institute of Architects.All rights reserved.WARNING:This AMA'Document is protected by U.S Copyright Law and international Treaties Unauthorized reproduction or distribution of this AIA Document, 3 or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the taw To report copyright violations of AIA Contract Documents,e-mail The American institute of Architects'legal counsel,copyright@aia org §16 Modifications to this bond arc as follows: (Space is provided below f rr additional signatures of added parties,other than those appearing an the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: ((`orpurute Seal) Signature: Signature: Name and'Title: Name and Title: Address Address MA Document A312'"—2010 Performance Bond.Copyright®2010 by The American Institute of Architects.Ail rights reserved.WARNINGS This Init. AIA'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this A1ACDocument, 4 or any portion of it may result in severe civil and criminal penalties,ant;will be prosecuted to the maximum extent possible under the law.To report copyright violations of AIA Contract Documents.a-maa The American Institute of Architects'legal counsel.copyrighteaia.org SECTION J NOTICE OF AWARD CHARLOTTE M.MOSES,MAYOR E .q.. -� RONALD BURTON,CPM HAROLD L.DOUCET,SR, City of - - on CITY MANAGER MAYOR PRO TEM 1 SHERRI BELLARD,TRMC COUNCIL MEMBERS: �►�ar-� CITY SECRETARY WILLIE BAE LEWIS,JR. u r t r t h u r TIFFANY L.HAMILTON EVERFIELD Texas ROXANN PAIS COTRONEO DONEANE BECKCOM CITY ATTORNEY THOMAS KINLAW,III DONALD FRANK,SR. NOTICE OF AWARD Date Contractor Name Attn: Address City, State Zip Re: You are notified that on , 2025,the City of Port Arthur City Council awarded above referenced contract. Within ten(10)days after you comply with the conditions listed below,the Purchasing Manager will issue to you a written Notice to Proceed and Purchase Order. Work must not begin until these documents have been issued to you. Two (2) original Contract Documents and one (1) copy of Resolution No. accompany this Notice of Award. You must comply with the following conditions precedent within ten (10) days of the date of this Notice ofAward that is by or by the first working day thereafter. You must deliver to the Purchasing Manager: 1. One(1) fully executed Contract. 2. One (1) signed,original Notice ofAward 3. One (1) original Certificate of Insurance, naming the Owner (City of Port Arthur) and their respective agents and employees, to be expressly named as additional insurers, in accordance with the General Conditions. 4. One (1) HB 1295 Form filled out completely. For more information go to the following website. https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm. 5. Payment and Performance Bonds. Please return all requested documents to: City of Port Arthur,TX Attn: Clifton Williams,Purchasing Manager P.O. Box 1089 Port Arthur, TX 77641 Page 1 of 2 Purchasing Division/Finance Department I Purchasing Manager,Clifton Williams P.O.Box 10891444 4th Street I Port Arthur,Texas 776411 409.983.8160 1 Fax 409.983.8291 CHARLOTTE M.MOSES,MAYOR &tem RONALD BURTON,CPM HAROLD L.DOUCET,SR., City of CITY MANAGER MAYOR PRO TEM P►� t� 11 40, SHERRI BELLARD,TRMC COUNCIL MEMBERS: CITY SECRETARY WILLIE BAE LEWIS,JR. o r t r t h ti r TIFFANY L.HAMILTON EVERFIELD ROXANN PAIS COTRONEO DONEANE BECKCOM Texas CITY ATTORNEY THOMAS KINLAW,III DONALD FRANK,SR. NOTICE OF AWARD Contractor Name Date Page 2 Failure to comply with these conditions within the time specified will entitle Owner to consider your bid in default and to annul this Notice of Award. OWNER: CITY OF PORT ARTHUR,TEXAS BY: Clifton Williams, Purchasing Manager ACCEPTANCE OF AWARD: Contractor: Signature: Print: Title: Date: CC: Page 2 of 2 Purchasing Division/Finance Department I Purchasing Manager,Clifton Williams P.O.Box 10891444 4th Street I Port Arthur,Texas 77641 1409.983.8160 I Fax 409.983.8291 SECTION K NOTICE TO PROCEED CHARLOTTE M.MOSES,MAYOR ' RONALD BURTON,CPM HAROLD L.DOUCET,SR., CITY MANAGER MAYOR PRO TEM City of '$ SHERRI BELLARD,TRMC COUNCIL MEMBERS: CITY SECRETARY WILLIE BAE LEWIS,JR. TIFFANY L.HAMILTON EVERFIELD it r>r t rth a r ROXANN PAIS COTRONEO 0(. 0 ,.. DONEANE BECKCOM Texas CITY ATTORNEY THOMAS KINLAW,III DONALD FRANK,SR. NOTICE TO PROCEED Date Contractor Name Attn: Address City, State Zip Re: You are notified that the Contract Times under the above contract will begin to run on by that date,you are to start performing your obligations under the Contract Documents The date of Contract Termination will be .It is the responsibility of the contractor to meet the schedule as set forth and in accordance with the terms and conditions of the contract. Before you may start any work, you must deliver to the Purchasing Manager all required documents as listed in your Notice of Award and a signed original of this Notice to Proceed. Invoices for payment must be submitted to PO Box 1089, Attn: Accounting, Port Arthur, TX 77641. Contract# must appear on all related invoices. Should you have any questions regarding this project, you may contact me at 409.983.8160 or thank you for partnering with the City of Port Arthur. Respectfully, ACCEPTANCE OF NOTICE TO PROCEED Company: Clifton Williams Signature: Purchasing Manager Print: Title: Date: CC: Purchasing Division/Finance Department I Purchasing Manager,Clifton Williams P.O.Box 10891444 4th Street I Port Arthur,Texas 77641 1409.983.8160 I Fax 409.983.8291 SECTION L INSURANCE 7 ® DATE (MM/DD/YYYY) AW o CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PHONE FAX(A/C, (A/C.No,Ext): No): E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: INSURED INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER (MWDD//YYYY) (Y EFF MM/DDY�) LIMITS LTR INSR WVD GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 7 POLICY JE LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMI (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULE BODILY INJURY(Per accident) $ AUTOS D AUTOS HIRED AUTOS NON-OWNED (Per accidentPETY DAMAGE AUTOS UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD SECTION M EDA SITE CERTIFICATE FORM Pr OMB Number:0610-0096 Expiration Date: 01/31/2025 ECONOMIC DEVELOPMENT ADMINISTRATION CERTIFICATE AS TO PROJECT SITE,RIGHTS-OF-WAY,AND EASEMENTS Part One Certificate of Architect/Engineer Description of Property Requirements for EDA project I, Keestan X. Cole ,the undersigned Architect or Engineer,certify that I am (Name of Architect/Engineer) familiar with the design of the Downtown Communications Infrastructure (Name or Type of Facility) being constructed by City of Port Arthur (Name of Owner) as part of EDA Award Number 08-79-05480 and that all of such facilities will be constructed wholly within the land, leasehold interest and rights-of-way and/or existing public streets and roads described below. I further certify that the land, leasehold interest, and rights-of-way being purchased as hereinafter described are sufficient,but not in excess of actual needs for the Project as planned and approved by the Owner. Note: Depending on the project,Items 1,2 or 3 may not be applicable. Use Item 1 for acreage parcels, such as tracts and lots;Use Item 2 for easements and right-of-way;Use Item 3 for property that is associated with a permit(i.e.railroad; state highway,etc.). 1. The Owner holds or will hold fee title or a long-term leasehold interest on the following property. (Aboveground Project elements should be constructed on land to which the Owner possesses fee simple title. Describe each tract,whether presently owned or to be acquired,and indicate what Project element is to be constructed on each(i.e.,tank site,pumping station, treatment plant,etc.). If more space is needed,please attach additional documentation and label each additional page"Exhibit 1A"). Provide a map that shows the property relative to the project components. 2. The following easements and rights-of-way are required for this Project. (Describe each easement and/or right-of-way,whether presently owned or to be acquired,by name of current owner and by metes and bounds, including the area in acreage. If more space is needed,please attach additional documentation and label each additional page"Exhibit 1 B"). Provide a map that shows the property relative to the project components. All property is City of Port Arthur Right-of-Way and all right of ways will have undeground conduit and pull boxes constructed within the right of way. The right of ways are the alley ways between Procter and 4th Street. from Houston Ave. to Augusta Ave., between 5th Street and 6th Street from Houston Ave. to Lake Charles Ave.,between 6th Street and 7th Street from Houston Ave. to Lake Charles Ave.,between 7th Street and 8th Street from Houston Ave. to Lake Charles Ave. and along Houston Ave. within the road Economic Development Administration Page 1/5 Site Certificate OMB Number:0610-0096 Expiration Date: 01/31/2025 3. The following state, railroad,highway, or other permit(s)are required for this project. (Describe the location for which any permit will be needed and the name of the permitting entity. If more space is needed,please attach additional documentation and label each additional page"Exhibit 1 C"). Provide a map that shows the property relative to the project components. WITNESS MY HAND,this the 1 day of May 20 25 Registered Professional Architect's or Professional Engineer's Signature 3120 Central Mall Drive Address Port Arthur TX City State 409-724-7888 Telephone (This "Certificate of Architect/Engineer" is to be completed by the Owner's Architect/Engineer and forwarded to the Owner's Attorney). Economic Development Administration Page 2/5 Site Certificate OMB Number:0610-0096 Expiration Date: 01/31/2025 Part Two Title Opinion I, Roxann Pais Cotroneo ,Attorney-at-Law,representing (Name of Attorney-at-Law) The City of Port Arthur, Texas (hereinafter the"Owner")do hereby certify that: 1. I have examined the public records of Jefferson County, State of Texas from the period of beginning , 1984 to June 26 ,20 25 (which period of time should be at least 40 years). Based upon said examination,I find and am of the opinion that the City of Port Arthur,Texas is vested with marketable,fee simple title to the land referenced in Part One hereof as being required in fee, subject only to the following liens, encumbrances,and objections. (If additional space is needed,please attach additional documentation and mark each page "Exhibit 2A." If there are no encumbrances on the Owner's fee simple title,please write "None"). None Any encumbrances or objections to the fee simple title listed above will not, in my opinion, restrict or interfere with the contemplated construction,use or purpose of the aforesaid EDA Project. 2. This is to further certify that: (i) all long-term leases needed for the Project as described in Part One above have been acquired by the Owner; and(ii) all easements or rights-of-way needed for the Project as described in Part One above have been entered into by the Owner excluding those detailed in Exhibit 2A. In addition, I have examined the instruments creating the long-term leases, easements,and/or rights-of-way described in Part One excluding those detailed in Exhibit 2A;and it is my opinion that said instruments are valid as to form and substance for the purposes intended and provide the Owner with sufficient interest to construct and maintain the Project facilities. I certify that I have examined the public records to ascertain that said easements and/or rights-of- way have been obtained from the record owner(s)excluding those detailed in Exhibit 2A. 3. The extent of said title examination and/or public record search is sufficient for the purpose of establishing the validity of the title to said property and for the purpose of determining outstanding restrictions, liens, encumbrances, and ownership interests pertaining thereto. 4. All permits required for the Project as described in Part One above have been obtained. I have examined all of said permits and am of the further opinion that said permits are valid as to form and substance for the purposes intended. Economic Development Administration Page 3/5 Site Certificate OMB Number:0610-0096 Expiration Date: 01/31/2025 5. Remarks and Explanations. (If additional space is needed, please attach additional documentation and mark each page '`Exhibit 2B"). Please see attached title and lien report. WITNESS MY HAND,this the day ofs I-- .20 ,(.7)141."C1<: Attorney's Signature 444 4th Street Address Port Arthur Texas City State (409) 983-8125 Telephone ♦It is the sole responsibility of the Recipient of the EDA Award to provide a legal opinion verifying that the Recipient has good title to all property required for completion of the Project as defined by the grant award. • A long term leasehold interest is acceptable only if held by the Recipient of the EDA Award for a period not less than the estimated useful life of the Project and only if lease provisions adequately safeguard EDA's interest in the Project. • Only legal descriptions of the property described herein should be attached to this form. • If this title opinion is based on a title insurance policy, any exceptions listed on the policy should be explained and resolved in#5 above. • EDA relies on this title opinion and does not make independent findings regarding title to the property described herein. Economic Development Administration Page 4/5 Site Certificate 1 TITLE AND LIEN REPORT First Revision DATE: July 3,2025 GF NO: 36746-DD FOR: City of Port Arthur Legal Department 444 4th Street Port Arthur,Texas 77641-1089 Attn: Huy Tran,Compliance Officer Texas Regional Title has searched the Official Public Records of the County Clerk of Jefferson County, Texas, for the time period beginning 1984, (various older dates included) through 6-26- 2025, at 5:00 p.m., as to the following described real property, and find nothing further on the below described property and record owners thereof except as follows: PROPERTY DESCRIPTION: TRACT I: Tract 1-A, in Block One Hundred Forty-one (141),CITY OF PORT ARTHUR,being a replat of all of Block 141, to the City of Port Arthur, Jefferson County, Texas, as the same appears upon the map or plat thereof, on file and of record under County Clerk's File No. 2020000567 Official Public Records of Jefferson County,Texas. TRACT II: Tract 1-B, in Block One Hundred Forty-one (141), CITY OF PORT ARTHUR, being a replat of all of Block 141, to the City of Port Arthur, Jefferson County, Texas, as the same appears upon the map or plat thereof,on file and of record under County Clerk's File No. 2020000567 Official Public Records of Jefferson County,Texas. TRACT III: PORT ARTHUR DOWNTOWN PAVILLION, a 0.9642 acre of land, replat of all of Lots 1 through 12, Block 140, City of Port Arthur, to the City of Port Arthur, Jefferson County, Texas, TEXAS REGIONAL TITLE 7675 Folsom Drive,Building 100,Beaumont,Texas 77706 Phone.409.861.7300 Fax 409.861.7373 as the same appears upon the map or plat thereof, on file and of record under County Clerk's File No. 2017017879 Official Public Records of Jefferson County, Texas. TRACT IV: Tract 13-A, in Block Number One Hundred Forty (140), CITY OF PORT ARTHUR, being a replat of part of Lots 13-24, Block 140, to the City of Port Arthur, Jefferson County, Texas, as the same appears upon the map or plat thereof, on file and of record under County Clerk's File No. 2018036089 Official Public Records of Jefferson County, Texas. TRACT V: Lots Numbered Thirteen, Fourteen, Fifteen, Sixteen, Seventeen, Eighteen, Nineteen, Twenty, Twenty-one, Twenty-two, Twenty-three, and Twenty-four(13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, & 24) in Block Number One Hundred Thirty-nine (139) of CITY OF PORT ARTHUR, in Jefferson County, Texas, as the same appears upon the map or plat thereof, on file and of record in Vol. 1,Page 50,Map Records of Jefferson County,Texas. TRACT VI: Tract 1-A, Block Number One Hundred Thirty-seven (137), CITY OF PORT ARTHUR, a 0.2410 acre of land, being a replat of all of Lots 1, 2, 3 Block 137, to the City of Port Arthur, Jefferson County, Texas, as the same appears upon the map or plat thereof, on file and of record under County Clerk's File No. 2011006275 Official Public Records of Jefferson County,Texas. TRACT VII: Tract 19-A, Block Number One Hundred Thirty-seven (137), CITY OF PORT ARTHUR, a 0.4671 acres of land, being a replat of part of Lot 19, and all of Lots 20-24, Block 137, to the City of Port Arthur, Jefferson County, Texas, as the same appears upon the map or plat thereof, on file and of record under County Clerk's File No. 2008035930 Official Public Records of Jefferson County, Texas. TRACT VIII: Lots Numbered Thirteen, Fourteen, Fifteen, Sixteen, Seventeen, Eighteen and the S. 4.65' of Lot Number Nineteen (13, 14, 15, 16, 17, 18 & S. 4.65' of 19) in Block Number One Hundred Thirty-seven (137) of CITY OF PORT ARTHUR, in Jefferson County, Texas, as the same appears upon the map or plat thereof, on file and of record in Vol. 1, Page 50, Map Records of Jefferson County,Texas. RECORD OWNER: City of Port Arthur,Texas,a municipal corporation LIENS: None of record. MISCELLANEOUS: 1. As to Bankruptcies, this Report is limited to filings of record in the United States Bankruptcy Court for the Eastern District of Texas(Beaumont Division). 2. As to Uniform Commercial Code filings, this Report includes a search of the Official Public Records of Jefferson County, Texas. only. and specifically excludes all other Uniform Commercial Code filing venues. 3. Texas Regional Title disclaims any warranties, expressed or implied. concerning this Report. Texas Regional Title's liability for errors and/or omissions in this Report shall be limited to the amount paid for this Report. By accepting this Report, the requesting party agrees that the disclaimer of warranties and liability limitation contained in this paragraph is a material part of its agreement with Texas Regional Title and shall cover all claims and actions, whether arising hereunder by contract,statute,or common law. TEXAS REGIONAL TITLE. LLC Authorized Signatory OMB Number:0610-0096 Expiration Date: 01/31/2025 Part Three Owner's Certification Regarding Eminent Domain I, Ronald Burton the undersigned (Insert Name) City Manager of the Owner. (Insert Title) referenced in Part One above, do hereby certify and confirm that: I. The Owner will not use any available power of eminent domain(including the commencement of eminent domain proceedings) for the purpose of advancing the economic interests of private parties in connection with any property comprising the Project. 2. To the best of my knowledge and belief, prior to the Effective Date of this Certification,the Owner has not exercised any available power of eminent domain (including the commencement of eminent domain proceedings) for the purpose of advancing the economic interests of private parties in connection with any property comprising the Project. 3. The Owner was or will be required to properly use an available power of eminent domain in connection with the following aspects of the Project. (If more space is needed, please attach additional documentation describing the location and purpose of the Owner's proper use of eminent domain as an attachment and label each additional page"Exhibit 3A". if the use of eminent domain is not anticipated, please mark this section"N/A"). 4. If an available power of eminent domain may be used in connection with the Project,the Owner will immediately contact the EDA regional office. 5. I am authorized on behalf of the Applicant to make this Certification which is binding on the Applicant. WITNESS MY HAND,this the / day of 3tAk — 20 . Owner's Signature Address `3).5;* A-4x- -Tep(A5 0 City State Te ephone Economic Development Administration Page 5/5 Site Certificate I SECTION N ADDENDUM f City -CITY OF PORT ARTHUR,TEXAS o rt rt it u r ADDENDUM NO. ONE (1) re October 6, 2025 BID FOR: TELECOMMUNICATIONS INFRASTRUCTURE IMPROVEMENTS IN DOWNTOWN PORT ARTHUR BETWEEN SAN ANTONIO AVENUE AND SHREVEPORT AVENUE BID: P25-082 The following clarifications, amendments, deletions, additions, revision and/or modifications are made a part of the contract documents and change the original documents only in the manner and to the extent hereinafter stated and shall be incorporated in the contract documents. Provisions of this addendum shall take precedence over requirements of the original contract documents and all BIDDERS ARE REQUESTED TO ACKNOWLEDGE SAID PROVISIONS IN THE SUBMISSION OF THEIR BID. Addendum as follows 1. DEADLINE: Sealed Bid submittal must be received and time stamped by 10:00 a.m.,Central Standard Time, Friday, October 10, 2025. (The clock located in the City Secretary's office will be the official time.)All bids received will be read aloud at 10:15 a.m.on Friday,October 10,2025 in the City Council Chambers, City Hall, 5th Floor,Port Arthur, TX. You are invited to attend. 2. Below are the clarifications to questions sent to the City. A. The depth of all pull boxes should be set to be flush with the existing ground elevation. B. The 4in Opti-Comm conduit should have (4)3/a" inducts inside. C. HDPE conduit may be used in lieu of the specified 4in and 6in conduits but will have to be populated with the proper size innerducts. D. Pullboxes do not have to be precast concrete. If you have any questions, please contact the Purchasing Division at 409-983-8160. NOTE: ALL PAGES OF ADDENDA MUST BE SIGNED AND SUBMITTED WITH YOUR BID DOCUMENTS. n�/�d i� Gl 1J U,tZ Cli n Williams Purchasing Manager 1 Il-' /9/27.,c Si ature of Proposer Date !v.A . 94lay Seev4,4S Company Vendor Name SECTION 0 AFFIDAVIT AFFIDAVIT All pages in Offeror's Responses containing statements, letters, etc., shall be signed by a duly authorized officer of the company whose signature is binding. The undersigned offers and agrees to one of the following: C71`) I hereby certify that I do not have outstanding debts with the City of Port Arthur. I further agree to pay succeeding debts as they become due. I hereby certify that I do have outstanding debts with the City of Port Arthur and agree to pay said debts prior to execution of this agreement. I further agree to pay succeeding debts as they become due. -jtJ I hereby certify that I do have outstanding debts with the City of Port Arthur and agree to enter into an agreement for the payment of said debts. I further agree to pay succeeding debts as they become due. jo/ 26025 Firm Name Date r Autho ' Signature Titre p"het c-1 2 2.c el.-2 3 Name (please print) Telephone Email STATE: 1"1-, COUNTY: 5e-1k SUBSCRIBED AND SWORN to before me by the above named on this the day of 0,40642,_., . 20`e�5 otary Public RETURN THIS AFFIDAVIT AS PART OF THE BID PROPOSAL WILL SMITH 1* My Notary ID#126809131 ?',F........... Expires February 18,2029 SECTION P NON-COLLUSION AFFIDAVIT ', ,J NON-COLLUSION AFFIDAVIT CITY OF PORT ARTHUR § STATE OF TEXAS § By the signature below, the signatory for the bidder certifies that neither he nor the firm, corporation, partnership or institution represented by the signatory or anyone acting for the firm bidding this project has violated the antitrust laws of this State, codified at Section 15.01, et seq.. Texas Business and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly the bid made to any competitor or any other person engaged in the same line of business, nor has the signatory or anyone acting for the firm, corporation or institution submitting a bid committed any other act of collusion related to the development and submission of this bid proposal. Signature! Printed Name: Title: Company: u^ ,__At/44 S cry S t Lc Date: — --------- — Ste,.. ,VirL, 1M4 MSPketA,L. SUBSCRIBED and sworn to before me the undersigned authority by the of. 1V W' II I c v;u. on behalf of said bidder. Notary Public in and for the State of Texas My commission expires: O - /'f s' . WILL SMITH *: ,i, :*: My Notary ID#126809131 Expires February 18,2029 SECTION Q HOUSE BILL 89 VERIFICATION House Bill 89 Verification 1. tJ0/h1,4 (Person name). the undersigned representative (hereafter referred to as "Representative") of (company or business name, hereafter referred to as "Business Entity"), being an adult over the age of eighteen (18) years of age. after being duly sworn by the undersigned notary, do hereby depose and affirm the following: 1. That Representative is authorized to execute this verification on behalf of Business Entity: 2. That Business Entity does not boycott Israel and will not boycott Israel during the term of any contract that will be entered into between Business Entity and the City of Port Arthur: and 3. That Representative understands that the term `boycott Israel" is defined by Texas Government Code Section 2270.001 to mean refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on. or limit commercial relations specifically with Israel. or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. SI ATURE OF REPRESENTATIVE n rid SUBSCRIBED AND SWORN TO BEFORE ME, the undersigned authority, on this ad-day of OG7`cuh k., . WILL SMITH My Notary ID#126809131 v•• •` Expires February 18,2029 Notary Public •••••_ SECTION R SB 252 CHAPTER 2252 CERTIFICATION SB 252 CHAPTER 2252 CERTIFICATION I :5 , v N c/ ,the undersigned an representative of l , vs/ l-")u 5 Se.F v I (Company or Business Name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Organization, I will immediately notify the City of Port Arthur Purchasing Department. j44-► No.+i. Name of Company Representative (Print) Signature of Company Representative 10/z$ /- -2ç Date SECTION S CONFLICT OF INTEREST QUESTIONAIRE, CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFF10EUSEONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. n �) I I Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. Name of Officer ,J Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes n No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? nYes n No Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. 61 fl Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B). excluding gifts described in Section 176.003(a-1). ?1 f0 (Z1 /z0 Signs r f vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 SECTION T WAGE DECISION j "General Decision Number: TX20250053 01/03/2025 Superseded General Decision Number: TX20240053 State: Texas Construction Type: Heavy Counties: Hardin, Jefferson and Orange Counties in Texas. HEAVY CONSTRUCTION PROJECTS (Including Water and Sewer Lines and Excluding Industrial and Processing Plants, and Refineries) Note: Contracts subject to the Davis-Bacon Act are generally required to pay at least the applicable minimum wage rate required under Executive Order 14026 or Executive Order 13658. Please note that these Executive Orders apply to covered contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but do not apply to contracts subject only to the Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(1). If the contract is entered . Executive Order 14026 into on or after January 30, generally applies to the 2022, or the contract is contract. renewed or extended (e.g., an . The contractor must pay option is exercised) on or all covered workers at after January 30, 2022: least $17.75 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in 2025. If the contract was awarded on . Executive Order 13658 or between January 1, 2015 and generally applies to the January 29, 2022, and the contract. contract is not renewed or . The contractor must pay all extended on or after January covered workers at least 30, 2022: $13.30 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on that contract in 2025. The applicable Executive Order minimum wage rate will be adjusted annually. If this contract is covered by one of the Executive Orders and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must still submit a conformance request. Additional information on contractor requirements and worker protections under the Executive Orders is available at http://www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/03/2025 ELEC0479-003 09/30/2024 Rates Fringes ELECTRICIAN $ 33.76 13.56 SUTX2000-002 02/11/2000 Rates Fringes Carpenters: Form Building/Form Setting $ 13.15 ** All Other Work $ 13.56 ** Concrete Finisher $ 13.50 ** Laborers: Common $ 7.41 ** Pipelayer $ 8.29 ** Painters: Spray and Brush $ 12.07 ** PILEDRIVERMAN $ 13.65 ** PLUMBER $ 18.28 4.69 Power equipment operators: Backhoe $ 15.55 ** 1.89 Bulldozer $ 15.00 ** Crane $ 13.77 ** Front End Loader $ 10.63 ** Trackhoe $ 15.60 ** Truck drivers: Dump $ 10.00 ** WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. ** Workers in this classification may be entitled to a higher minimum wage under Executive Order 14026 ($17.75) or 13658 ($13.30). Please see the Note at the top of the wage determination for more information. Please also note that the minimum wage requirements of Executive Order 14026 are not currently being enforced as to any contract or subcontract to which the states of Texas, Louisiana, or Mississippi, including their agencies, are a party. Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at https://www.dol.gov/agencies/whd/government-contracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (iii)). The body of each wage determination lists the classifications and wage rates that have been found to be prevailing for the type(s) of construction and geographic area covered by the wage determination. The classifications are listed in alphabetical order under rate identifiers indicating whether the particular rate is a union rate (current union negotiated rate), a survey rate, a weighted union average rate, a state adopted rate, or a supplemental classification rate. Union Rate Identifiers A four-letter identifier beginning with characters other than ""SU"", ""UAVG"", ?SA?, or ?SC? denotes that a union rate was prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2024. PLUM is an identifier of the union whose collectively bargained rate prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. The date, 07/01/2024 in the example, is the effective date of the most current negotiated rate. Union prevailing wage rates are updated to reflect all changes over time that are reported to WHD in the rates in the collective bargaining agreement (CBA) governing the classification. Union Average Rate Identifiers The UAVG identifier indicates that no single rate prevailed for those classifications, but that 100% of the data reported for the classifications reflected union rates. EXAMPLE: UAVG-OH-0010 01/01/2024. UAVG indicates that the rate is a weighted union average rate. OH indicates the State of Ohio. The next number, 0010 in the example, is an internal number used in producing the wage determination. The date, 01/01/2024 in the example, indicates the date the wage determination was updated to reflect the most current union average rate. A UAVG rate will be updated once a year, usually in January, to reflect a weighted average of the current rates in the collective bargaining agreements on which the rate is based. Survey Rate Identifiers The ""SU"" identifier indicates that either a single non-union rate prevailed (as defined in 29 CFR 1.2) for this classification in the survey or that the rate was derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As a weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SUFL2022-007 6/27/2024. SU indicates the rate is a single non-union prevailing rate or a weighted average of survey data for that classification. FL indicates the State of Florida. 2022 is the year of the survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. The date, 6/27/2024 in the example, indicates the survey completion date for the classifications and rates under that identifier. ?SU? wage rates typically remain in effect until a new survey is conducted. However, the Wage and Hour Division (WHD) has the discretion to update such rates under 29 CFR 1.6(c)(1). State Adopted Rate Identifiers The ""SA"" identifier indicates that the classifications and prevailing wage rates set by a state (or local) government were adopted under 29 C.F.R 1.3(g)-(h). Example: SAME2023-007 01/03/2024. SA reflects that the rates are state adopted. ME refers to the State of Maine. 2023 is the year during which the state completed the survey on which the listed classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the wage determination. The date, 01/03/2024 in the example, reflects the date on which the classifications and rates under the ?SA? identifier took effect under state law in the state from which the rates were adopted. WAGE DETERMINATION APPEALS PROCESS 1) Has there been an initial decision in the matter? This can be: a) a survey underlying a wage determination b) an existing published wage determination c) an initial WHD letter setting forth a position on a wage determination matter d) an initial conformance (additional classification and rate) determination On survey related matters, initial contact, including requests for summaries of surveys, should be directed to the WHD Branch of Wage Surveys. Requests can be submitted via email to davisbaconinfo@dol.gov or by mail to: Branch of Wage Surveys Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 Regarding any other wage determination matter such as conformance decisions, requests for initial decisions should be directed to the WHD Branch of Construction Wage Determinations. Requests can be submitted via email to BCWD-Office@dol.gov or by mail to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2) If an initial decision has been issued, then any interested party (those affected by the action) that disagrees with the decision can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Requests for review and reconsideration can be submitted via email to dba.reconsideration@dol.gov or by mail to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210. END OF GENERAL DECISION" SECTION U SIGN SPECS OMB Number:0610-0096 Expiration Date: 01/31/2025 EDA PROJECT SIGN The Contractor shall supply,erect,and maintain in good condition a project sign according to the specifications set forth below: EDA SITE SIGN SPECIFICATIONS Size: 4' x8' x3/4" Materials: Exterior grade/MDO plywood(APA rating A-B) Supports: 4" x 4" x 12'posts with 2"x 4" cross branching Erection: Posts shall be set a minimum of three feet deep in concrete footings that are at least 12" in diameter. Paint: Outdoor enamel Colors: Jet Black,Blue(PMS300),and Gold(PMS7406). Specifically,on white background the following will be placed: The U. S.Department of Commerce seal in blue, black,and gold; "EDA"in blue; "U. S.DEPARTMENT OF COMMERCE ECONOMIC DEVELOPMENT ADMINISTRATION"in black; "In partnership with"in blue; (Actual name of the)"EDA Grant Recipient"in black; Lettering: Specific fonts are named below;positioning will be as shown on the attached illustration. "U. S.DEPARTMENT OF COMMERCE ECONOMIC DEVELOPMENT ADMINISTRATION"use Bank Gothic Medium- BANK GOTHIC MED "In partnership with"use UniversTM 55 Oblique- Univers 55 (Name of)"EDA Grant Recipient"use UniversTM Extra Black 85 Univers 85 Project signs will not be erected on public highway rights-of-way. If any possibility exists for obstruction to traffic line of sight,the location and height of the sign will be coordinated with the agency responsible for highway or street safety in the area. The EDA Regional Director may permit modifications to these specifications if they conflict with state law or local ordinances. OMB Number:0610-0096 Expiration Date: 01/31/2025 8' 2" ` — 2- 1/4" MASONITE 2" 4" 1'- C" , 1'-24" I I I ;1- 1 -2 - 1 — " :__ } 2 X 4 1 I +/4X4POST - ___ m N N �1.%.. T6 I .II I j Z M I IF I1=I1=ir.,,' ,41..., .-11.-1'. —4" 1' SIGN A MASONITE SIGN SCALE: 3/8" = 1 ' PROJECT - SIGN A ECONOMIC DEVELOPMENT ADMINISTRATION OMB Number:0610-0096 Expiration Date: 01/31/2025 8' 2" i — r 2" 3/4"PLYWOOD • 4.. 1._'g" 1 1 -2 " 4 - " -24" 1 I ' t - 1._2" i - 2 X 4 ,•_ " 4X 4POST I Z m N N N.. .•9' 1 : = Z Z m q 7 fir-i.= '� _n=n.=n. SIGN B PLYWOOD SIGN SCALE: 3/8" = 1 ' PROJECT - SIGN B ECONOMIC DEVELOPMENT ADMINISTRATION z 0 H cn A Z U Q E i_ Z co( Lii ...z z a 0 .4., _1 ..... vito > c w 0 0 g """Z 0ca. ■gm IMI Z C W Zrt W lid E cas c I W CO O co U ZDIN elLi_ 4•410- i` fo/4, ❑ o 0. z 04 u. ii ° W o wx,,:< zac� N ;`' s` W 2 CI I 4i Lilly W V 0 U) D x 7 CO O 0 O M N cn a. CL Z Y II II0 mmo Q IZ 4 = 1 co � O i►+ _, Li.., CIO 0 ICEll IIMII Ll 0 CA CL Z o Q) re :. LI L3 IiIR 0 01.....10. LL • co * b,, 0 � as 6u. i_ C5 u. %,,,,,,._ zrzi . 0 LI 0� y Et a V W 0 N ^ . N m o 0 0 N. N ^. cf cn M m 4 SECTION V CERTIFICATION REGARDING LOBBIYING FORM CD-512 U.S.DEPARTMENT OF COMMERCE (REV 12-04) CERTIFICATION REGARDING LOBBYING LOWER TIER COVERED TRANSACTIONS Applicants should review the instructions for certification included in the regulations before completing this form. Signature on this form provides for compliance with certification requirements under 15 CFR Part 28, "New Restrictions on Lobbying." LOBBYING Statement for Loan Guarantees and Loan Insurance As required by Section 1352, Title 31 of the U.S. Code, and The undersigned states, to the best of his or her knowledge implemented at 15 CFR Part 28,for persons entering into a grant, and belief, that: cooperative agreement or contract over$100,000 or a loan or loan guarantee over$150,000 as defined at 15 CFR Part 28, Sections In any funds have been paid or will be paid to any person for 28.105 and 28.110,the applicant certifies that to the best of his or her influencing or attempting to influence an officer or employee knowledge and belief,that: of any agency,a Member of Congress,an officer or employee of Congress, or an employee of a Member of Congress in (1) No Federal appropriated funds have been paid or will be paid, connection with this commitment providing for the United by or on behalf of the undersigned,to any person for influendng or States to insure or guarantee a loan, the undersigned shall attempting to influence an officer or employee of any agency, a complete and submit Standard Form-LLL, "Disclosure Form Member of Congress in connection with the awarding of any to Report Lobbying," in accordance with its instructions. Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, Submission of this statement is a prerequisite for making or and the extension, continuation, renewal, amendment, or entering into this transaction imposed by section 1352, title modification of any Federal contract, grant, loan, or cooperative 31,U.S.Code. Any person who fails to file the required state- agreement. ment shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure occurring (2) If any funds other than Federal appropriated funds have been on or before October 23, 1996,and of not less than$11,000 paid or will be paid to any person for influencing or attempting to and not more than $110,000 for each such failure occurring influence an officer or employee of any agency, a Member of after October 23, 1996. Congress,an officer or employee of Congress,or an employee of a member of Congress in connection with this Federal contract,grant, loan,or cooperative agreement,the undersigned shall complete and submit Standard Fomi-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disdose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure occurring on or before October 23, 1996, and of not less than $11,000 and not more than$110,000 for each such failure occurring after October 23, 1996. As the duly authorized representative of the applicant, I hereby certify that the applicant will comply with the above applicable certification. NAME OF APPLICANT AWARD NUMBER AND/OR PROJECT NAME PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE SIGNATURE DATE SECTION W EEO REQUIREMENT FOR AFFIRMATIVE ACTION NOTICE OF REQUIREMENTS FOR AFFIRMATIVE ACTION TO ENSURE EQUAL EMPLOYMENT OPPORTUNITY (EXECUTIVE ORDER 11246 AND 41 CFR PART 60-4) The following Notice shall be included in,and shall be a part of all solicitations for offers and bids on all Federal and federally assisted construction contracts or subcontracts in excess of $10,000. The Offeror's or Bidder's attention is called to the "Equal Opportunity Clause" and the "Standard Federal Equal Employment Opportunity Construction Contract Specifications" set forth herein. The goals and timetables for minority and female participation,expressed in percentage terms for the Contractor's aggregate workforce in each trade on all construction work in the covered area, are as follows: Timetables Goals for minority Goals for female participation for each trade participation for each trade 22.6 6.9% These goals are applicable to all the Contractor's construction work(whether or not it is Federal or federally assisted)performed in the covered area. If the contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area,the contractor also is subject to the goals for both its federally involved and non federally involved construction. The Contractor's compliance with the Executive Order and the regulations in 41 CFR Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmative action obligations required by the specifications set forth in 41 CFR 60- 4.3(a), and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract, and in each trade and the contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from Contractor to Contractor or from project to project for the sole purpose of meeting the Contractor's goals shall be a violation of the contract,the Executive Order, and the regulations in 41 CFR Part 60-4. Compliance with the goals will be measured against the total work hours performed. The Contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within 10 working days of award of any construction subcontract in excess of$10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address and telephone number of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the subcontract is to be performed. As used in this Notice, and in the contract resulting from this solicitation,the "covered area" is: State of Texas County of Jefferson City of Port Arthur 4