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Resolution No. 7595I RESOLUTION NO. 7595 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 3 VERNON (1) APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT (CONTRACT NO. F02000) BY AND BETWEEN 4 THE CITY OF VERNON AND VCI TELECOM, INC. FOR PHASE II OF THE CONSTRUCTION OF UTILITIES COMMUNICATION 5 SYSTEM (FIBER OPTICS PROJECT); AND (2) APPROVING AND RATIFYING THE INCLUSION OF PHASES III AND IV IN SAID 6 CONTRACT 7 WHEREAS, on April 18, 2000, the City Council of the City of 8 Vernon approved Resolution No. 7522 authorizing the Purchasing Agent 9 for the City of Vernon, or his designee, to enter into negotiations 10 with VCI Telecom, Inc. ("VCI Telecom") for the services and supplies 11 to complete Phase II of the Fiber Optics Project (network loop system) 12 and to report to the City Council on the results of the negotiations 13 with a recommendation for action; and 14 WHEREAS, the Utilities Department originally intended to 15 complete Phase III addressing services providing backbone placement 16 for fiber optic telecommunication access at the Trammel Crow 17 Subdivision for the City's high-technology business incubator project 18 and Phase IV consisting of providing backbone for the four fire 19 stations connectivity after completion of Phase II; and 20 WHEREAS, after the City Council authorized negotiations with 21 VCI Telecom for Phase II of the Fiber Optics Project, City staff 22 determined that substantial costs could be saved by constructing 23 Phases III and IV concurrently with Phase II; and 24 WHEREAS, the City staff has completed negotiations with VCI 25 Telecom for Phases II, as well as Phases III and IV of the Fiber 26 Optics Project, subject to ratification by the City Council; and 27 WHEREAS, by letter dated August 3, 2000, the City Clerk 28 recommended the approval of Phases II, III and IV for a total negotiated amount of Five Hundred Eighty -Two Thousand Five Hundred Forty -Three Dollars and Forty -Five Cents ($582,543.45) including fiber cable and applicable taxes; and WHEREAS, the City Council of the City of Vernon desires to approve and ratify the inclusion of Phases III and IV of the Fiber Optics Project in the previously authorized negotiations and to enter into a contract with VCI Telecom to provide for the construction of Phases II, III and IV of the Fiber Optics Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby ratifies the inclusion and negotiation of Phases III and IV of the Fiber Optics Project. SECTION 3: The City Council of the City of Vernon hereby approves Contract No. F02000, which includes Phases II, III and IV of the Fiber Optics Project, a copy of which has been presented to the City Council concurrently with this Resolution, and the City Council hereby orders said Contract to be received and filed by the City Clerk. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Contract for, and on behalf of, the City of Vernon. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Contract to: - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 1411 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VCI Telecom, Inc. Attn: Brett A. Johnson, Vice President P. O. Box 3809 Rancho Cucamonga, CA 91729 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 8th day of August, 2000. ATTEST: BRUCE V. MALKENHORST, City Clerk LEONIS C. MALBURG, Mayor - 3 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7595, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of -the City Council duly held on Tuesday, August 8. 2000, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - SUPPORTING DOCUMENTS OFFICE OF THE CITY ADMINISTRATOR/CITY CLERK INTER -OFFICE MEMORANDUM DATE: August 16, 2000 TO: Kenneth DeDario, Director of Utilities Dolores Fonseca, Purchasing Assistant Greg Tsujiuchi, Administrative Aid FROM: Gloria J.Oro4k, Chief Deputy City Clerk RE: Resolution No. 7595 Enclosed is a copy of the above mentioned Resolution that was approved by City Council on August 8, 2000 Approving and Authorizing the Execution of an Agreement (Contract No. F02000) By and Between the City of Vernon and VCI Telecom, Inc. for Phase II of the Construction of Utilities Communication System (Fiber Optics Project); and (2) approving and Ratifying the Inclusion of Phases III and IV in Said Contract. 1 AMENDMENT NO. ONE TO CONTRACT NO. F02000 2 3 THIS AMENDMENT NO. ONE TO CONTRACT F02000(the "Amendment") 4 is made, entered into and executed in duplicate originals, either copy 5 of which may be considered and used as the original hereof for all 6 purposes, as of this day of November, 2000. 7 BY AND BETWEEN THE CITY OF VERNON, a municipal 8 corporation (hereinafter referred to as the "City") 9 4305 Santa Fe Avenue Vernon, California 90058 10 11 AND VCI TELCOM, INC., a Delaware Corporation (hereinafter referred to 12 as "VCI Telcom") 10575 Banana Avenue 13 Fontana, California 92337 14 15 R RECITALS 16 WHEREAS, the City and VCI Telcom are parties to Contract FO 17 2000 dated August 8, 2000 (hereinafter referred to as the "Contract") 18 with respect to the Construction of the City's Utilities Communication 19 System, Phases II, III and IV; and 20 WHEREAS, pursuant to the Contract, VCI Telcom was to provide 21 quality fiber optic cable for the City's Fiber Optic System at the 22 market price available at the time of Contract approval; and 23 WHEREAS, VCI Telcom has advised the City that fiber optic 24 cable is unavailable at the price quoted in the Contract; and 25 WHEREAS, VCI Telcom's obligation to provide the fiber optic 26 cable under the Contract was made contingent upon the availability of 27 such cable in the market; and 28 I WHEREAS, the staff of the Utilities Department have 2 determined that it can purchase the required fiber optic cable 3 directly from another supplier; and 4 WHEREAS, the Utilities Department has determined that the 5 City requires the fiber optic cable as soon as possible in order to 6 avoid unnecessary delay of the construction of the City's fiber optic 7 system; and 8 WHEREAS, the City will still need to have the fiber optic 9 cable tested; and 10 WHEREAS, VCI Telcom has provided a price for the testing of 11 the fiber optic cable which is acceptable to the City; and 12 WHEREAS, the City and VCI Telcom desire to amend the 13 Contract to change the scope of the work, the Contract price and to 14 make the aforementioned changes. 15 NOW, THEREFORE, IN CONSIDERATION OF THESE MUTUAL COVENANTS, 16 THE PARTIES HERETO AGREE AS FOLLOWS: 17 SECTION 1: Section B of the Bid Schedule for Phase II of 18 the Contract Pricing Form shall be amended to eliminate the following: 19 "144 Strand OPS Fiber Optics Cable 60,000 $4.00 $240,000.00" 20 SECTION 2: Section B of the Bid Schedule for Phase III of 21 the Contract Pricing Form shall be amended to eliminate the following: 22 "144 Strand OPS Fiber Optics Cable 17,0001 $4.00 $68,000.00" 23 SECTION 3: Section B of the Bid Schedule for Phase IV of 24 the Contract Pricing Form shall be amended to eliminate the following: 25 1124 Strand OPS Fiber Optics Cable 2,0001 $.95 $1,900.00" 26 SECTION 4: VCI Telcom shall also be required to test the 27 fiber optic cable purchased by the City for its fiber optics system. 28 The City will pay VCI Telcom a total of Four Thousand Thirty -Two - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Dollars and No Cents ($4,032.00) for the testing of four (4) reels of fiber optic (80' of cable); Seven Dollars ($7.00) per strand. SECTION 5: Section 4.1 of Article 4 entitled "Contract Price" shall be amended to read as follows: "For all Work other than Unit Price Work, a Lump Sum of: Three Hundred Thirteen Thousand Nine Hundred Thirty -Two Dollars and No Cents, including taxes. (use words) All specified cash allowances are included in the above price and have been computed in accordance with paragraph 11.8 of the General Conditions and the Contract Pricing Form." SECTION 6: In all other respects, the terms and conditions of the Contract shall remain in full force and effect. IN WITNESS WHEREOF, the City and VCI Telcom have executed this Amendment No. One as of the date first hereinabove set forth. CITY OF VERNON By EONIS C. MAL URG, Ma or ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: Cl 11Al 16 - EDUARDO OLIVO, City Attorney VCI TELCOM, INC. By Titl By: Titl - 3 - CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 581-7924 Mr. Brett A. Johnson VCI Telcom, Inc. P. O. Box 3809 Rancho Cucamonga, CA Dear Mr. Johnson: CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 91729 December 5, 2000 EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services & Water FAX: (323) 588-2761 KENNETH J. DeDAR10 Director of Municipal Utilities FAX: (323) 583--1983 DAVE TELFORD Fire Chief FAX: (323) 581-1385 BRUCE W. OLSON Police Chief FAX: (323) 583-5236 Enclosed is a fully executed duplicate original Amendment No. One to Contract No. F02000 for the construction of the City's Utilities Communication System, phases II, III and IV, which was approved by the Vernon City Council on November 7, 2000. If you have any questions, please refer them to Mr. Kenneth DeDario, Director of Utilities at Ext. 211. Very truly yours, AGlori4 J. O scc Chief Depu City Clerk GJO:mt CC. Kenneth DeDario Carol Dacey Greg Tsujiuchi Contract File No. 00-049 r November 2, 2000✓ V TO: Bruce V. Malkenhorst, Cit} FROM: Kenneth J. DeDario, Director of Utilities SUBJECT: Anicom Agreement for Fiber Optic Cable As you know, pursuant to Resolution No. 7595 the City Council approved the contract with VCI Telecom, Inc. (Contract No. F02000) for the Phase II, Phase III, and Phase IV for the construction of the Utilities Communication System Fiber Optic Project. On October 26, 2000, VCI advised the City that they were unable to provide the fiber optic cable to the City for t agreed amount of $4.00 per foot. VCI requested that the City amend the resolution contract amount from $582,583.43 to $266,543.45 to eliminate the cable purchase. Pursuant to our discussion on October 26, 2000, you advised us to proceed with purchasing the fiber optic cable from Anicom at $5.35 per foot. Because the amount exceeds the $25,000, the Cit3;jutf y advise—d-that we enter infra purchase agreement with Anicom. We request that Amendment # tto the VCI Contract nd the AniQom purchase agreement be placed on the agenda for Council consi era ion at thNovember 7, 2000 meeting. If you have any questions, please call me. Thank you. KJD:dm OFFICE OF THE CITY ADMINISTRATOR/CITY CLERK INTER -OFFICE MEMORANDUM DATE: August 16, 2000 TO: Kenneth DeDario, Director of Utilities Dolores Fonseca, Purchasing Assistant Greg Tsujiuchi, Administrative Aid FROM: Gloria J.Oro Chief Deputy City Clerk RE: Resolution No. 7595 Enclosed is a copy of the above mentioned Resolution that was approved by City Council on August 8, 2000 Approving and Authorizing the Execution of an Agreement (Contract No. F02000) By and Between the City of Vernon and VCI Telecom, Inc. for Phase II of the Construction of Utilities Communication System (Fiber Optics Project); and (2) approving and Ratifying the Inclusion of Phases III and IV in Said Contract. OFFICE OF THE CITY ADMINISTRATOR/CITY CLERIC INTER -OFFICE MEMORANDUM DATE: August 10, 2000 TO: Joan Francone, Risk Manager/Personnel Assistant FROM: Gloria J. Orosco, Chief Deputy City Clerk RE: VCI T ecom, Inc. Transmitted herewith is a copy of the contract for VCI, Telecom, Inc. which was approved by City Council on August 8, 2000 through Resolution No. 7595. Please advise this office as to the status of the necessary insurance documents. Cc. Memo To: Bruce V. Malkenhorst, City Administrator -` From: Dolores Fonseca, Purchasing Assistan Date: 08/02/00 Re: Fiber Optics Project As authorized by City Council, the Purchasing Section negotiated costs with VCI Telecom, Inc. for Phase II of the Fiber Optics network loop system. The final pricing arrives at a total amount $426,343.00. This amount includes the vendor providing the cable plus applicable taxes. As per Utilities staffs recommendation and the City Administrator's approval; the Purchasing Section also negotiated Project 3 and Project 4, hereby also considered as part of Phase II. Originally, these two projects were not budgeted. However, due to the substantial cost savings associated with the construction of these two projects concurrently as part of Phase II it is advantageous to handle all three projects at one time. Project III addresses services providing backbone placement for fiber optic telecommunication access at the Trammel Crew Subdivision for the_City's high-technology business incubator project. The total amount negotiated for this 4project is $1�07:20: This amount also includes the fiber cable (applicable taxes included); subject to fiber optic cable availability. Project IV consists of providing backbone for the four fire stations connectivity. The total amount negotiated for this project is $28,493.25. This amount also includes cable and applicable taxes. The Grand Total as negotiated amounts to $582,543.45. The contractor guarantees the fiber availability and costs for the original Phase II and Project IV. However, Project III fiber may be delayed to the first quarter of year 2001 due to present cable unavailability. Purchase of cable prior to this time may increase procurement cost. However, the contractor and Utility staff will diligently work towards obtaining the fiber at a reasonable cost and meeting the proposed deadlines. 0 Page 1 OFFICE OF THE CITY ADMINISTRATOR/CITY CLERK INTER -OFFICE MEMORANDUM TO: Dolores Fonseca, Purchasing Assistant FROM: Gloria J. Or &C,:�V�, Chief Deputy City Clerk DATE:_ April 19, 2000 RE Phase Two of the Fiber Optics Project Transmitted herewith is the requisition and backup for Phase Two of the Fiber Optics Project that was approved by City Council on April 18, 2000 through Resolution No. 7522 advising the Purchasing Agent to enter into negotiations with VCI Telecom, I.nc. pursuant to Section 2.29-3 of the Vernon City. Code. cc: Kenneth DeDario SECTION 040 CONTRACT PRICING FORM (Based upon EJCDC No. 1910-8) CONTRACT NO. F02000 CONSTRUCTION OF UTILITIES COMMUNICATION SYSTEM PHASE II CITY OF VERNON Vernon, California THESE NEGOTIATING PRICES ARE SUBMITTED TO: City of Vernon Purchasing Department 4305 Santa Fe Avenue Vernon, CA 90058 1. The. undersigned CONTRACTOR proposes and agrees to enter into an Agreement with CITY in the form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Negotiating Price and within the Times indicated.in this Contact. 2. CONTRACTOR accepts all of the terms and conditions of the Instructions to CONTRACTORS. The CONTRACTOR will sign and deliver the required number of counterparts of the Agreement with the Performance Bonds, evidence of insurance and other documents required by the Contract. 3. In submitting this Contract Pricing Form, CONTRACTOR represents, as more fully set forth in the Agreement, that: a. CONTRACTOR has examined and carefully studied the Contract Documents and the following Addenda, receipt of all which is hereby acknowledged: ADDENDUM NUMBER DATE NONE 6/ 19/2000 ISSUED 06/19/2000 CONTRACT PRICING FORM b. CONTRACTOR has visited the site and become familiar with and is satisfied as to the general, location and site conditions that may affect cost, progress, performance or furnishing of the Work. C. CONTRACTOR is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress, performance and furnishing of the Work. d. CONTRACTOR is aware of the general nature of Work to be performed by CITY and others at the site that relates to the Work for which this Contract Pricing Form is submitted as indicated in the Contract Documents. e. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents. f. CONTRACTOR has given CITY written notice of all conflicts, errors, ambiguities or discrepancies that CONTRACTOR has discovered in the Contract Documents and the written resolution thereof by CITY is acceptable to CONTRACTOR, and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performing and furnishing .the Work for which this Contract Pricing Form is submitted. g. This Contract Pricing Form is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; CONTRACTOR has not directly or indirectly induced or solicited any other Contractor to submit a false or sham pricing; CONTRACTOR has not solicited or induced any person, firm or corporation to refrain from pricing; and CONTRACTOR has not sought by collusion to obtain for itself any advantage over any other Contractor or over CITY. h. CONTRACTOR represents that it can meet insurance requirements set forth in the General and Supplementary Conditions and that CONTRACTOR shall provide the required certificate of insurance, or other evidence thereof, before CITY awards the contract to CONTRACTOR. _.i._ CONTRACTORhas included a_ proposed -project schedule with its proposal. 4. CONTRACTOR will complete the Work in accordance with the Contract Documents for the following price(s): IssuED 06/19/2000 CONTRACT PRICING FORM CONSTRUCTION OF UTILITIES COMMUNICATION SYSTEM PHASE II This portion of Contract Pricing Form includes the sub -project titled Traffic Engineerin ADDlications. Bid Bid Item Unit Quantity Unit Price Total Price Schedule Description A. Strand and, Hardware Placement 50,000' $ .68 $ 34,000.00 Aerial Fiber Placement 55 $Q',000' $ .68 $ 37,400.00 Underground Fiber Placement 3,600' $ .60 $ 2,160.00 Riser Assembly Placement 3 $ 220.00 $ 660.00 Aerial slack loop with snow -shoes pl. 50 $ 155.00 $ 7,750.00 Guard Arm / Cable Arm Placement 175 $ 50.00 $ 8,750.00 Extension Arm / 5' Cable Arm Placement 100 . $ 110.00 $ 11, 000.00 Atlantic Blvd. Bridge Crossing 1 $ 5 , 000.00 $ 5,000.00 E. 26 TH Street Bridge Crossing 1 $ 2,750.00 $ 2,750.00 (8'-10') Ext. Arm / Cable Arm Placement 10 $ 260.00 $ 2,600.00 Rearrangement / Cable Move 30 $ 25.00 $ 750.00 Dirt Anchor Placement 1 $ 385.00 $ 385.00 Down Guy to Existing Anchor Placement 32 $ 46.00 $ 1,472.00 0.11 Wire pole to pole placement 24 $ 158.00 $ 3,792.00 New Vert. Ground and Bond . 40 $ 100.00 $ 4,000.00 Aerial Splice Encl. Slack loop Placement 9 $ 220.00 $ 1,980.00 Bonding Placement to Existing Fac. 15 $ 25.00 $ 375.00 Manhole/Vault Slack loop placement 8 $ 54.00 $ 432.00 Cable Markers W/City ID Info. 396 $ 2.00 $ 792.00 144-S Straight Splice W/ Case 1 $ 5,028.00 $ 5,028.00 Terminate 24 -S at Ybarra Sub. P. Panel 1 $ 966.00 $ 966.00 144 -S Straight Splices w/ Case 3 $ 5,028.00 $ 15,084.00 24 -S Open Sheath Splice w/Case 6 $ 1,150.00 -$ 6,900.00 1.25 Inner Duct Placement 3,730 Lf $ 2.90 $ 10,817.00 Miscellaneous Work (Itemize separately) SUB -TOTAL PRICE (A) $164 , 843.00 B. 60,000 * 144 Strand OPS Fiber Optics Cable 59A010' $ 4.00 $240 , 000.00 Miscellaneous Work (Itemize Separately) 2 $ 1, 450.00 $ 2,900.00 SUB -TOTAL PRICE (B) $242, 900.00 TOTAL PROJECT II PRICE $407 , 743.00 (use Four Hundred Seven Thousand, Seven Hundred Forty -Three words) Dollars and No Cents. PRICES ABOVE INCLUDE SALES AND USE TAX EXCEPT THE * City of Vernon PRICE to provideEmake rready of existing duct bank. ISSUED 06/19/2000 CONTRACT PRICING FORM * Pending availability and market price at time of contract approval. Price of cable is before sales taxes. Sales taxes will be added to this price. 5. The following prices shall be used to adjust the lump sum price for changes to the specifications or quantities shown in the Contract Documents. Unit adjustment prices shall include all materials, equipment and labor for a unit installed in place as applicable. UNIT ADJUSTMENT PRICES: PHASE H Unit Price Unit Add Deduct Strand and Hardware Ft $ .68 $ .68 Placement _ .68 .68 Aerial Fiber Placement Ft $ .60 $ . .60 Underground Fiber Ft $ $ Placement .60 .60 Riser Assembly - Each $ 220.00 $ 220.00 Rearrangement / Cable Each $ $ Move 25.00 25.00 1.25" Inner Ducts Lf $ 2.90 $ 2.90 Manhole wall attachments Each $ 54.00 $ 54.00 Fig. 8, Slack Loop Each $ 155.00 $155.00 Guard Arm / Cable Arm Each $ 50,00 $ 50.00 Ext. Arms / 5' Cable Arm. Each $ 110.00 $110.00 (8'-10') Ext. Arm Each $ 260.00 $260.00 Anchor Placement (Dirt) Each $ 385.00 $385.00 O.H. pole to pole Guys Each $ 158.00 $158.00 Down Guys to ex. Anchors Each $ 46.00 $ 46.00 Bonding Placement Each $ 25.00 $ 25.00 Miscellaneous Work Each $ $ Railroad crossing using flagmen or aerial duct. Each $1,45.00 -Unit Price Unit Add Deduct Weatherproof Splice Each $1, 025.00 $ 1,025.00 Enclosures - 144-5 Fusion Splices Each $ 28.00 $ 28.00 Open Sheath Prep. w/case Each $1,150.00 $ 1,150.00 ISSUED 06/19/2000 CONTRACT PRICING FORM Bid Bid Item Schedule Description A. CONSTRUCTION OF UTILITIES COMMUNICATION SYSTEM PHASE III Unit Quantity Unit Price Strand and Hardware Placement 10,000' Aerial Fiber Placement 13 , 000 A OMP Underground Fiber Placement 3,122' Aerial slack loop with snow -shoes pl. 10 Steel Pole Attachments 2 Guard Arm / Cable Arm Placement 30 Extension Arm / 5' Cable Arm Placement 34 (8'-10') Ext. Arm / Cable Arm Placement 10 Rearrangement / Cable Move 10 Down Guy to Existing Anchor Placement 2 O.H Wire pole to pole placement 4 New Vert. Ground and Bond 5 Bonding Placement to Existing Fac. 10 Riser Assembly Placement 2 Manhole/Vault Slack loop placement 8 Aerial Splice Encl. Slack loop Placement 3 144-S Straight Splices W/Case 2 24-S Open Sheath Prep. W/Case 1 Cable Marking w/ City I.D Info. 76 1.25 Inner Duct Placement (includes 4,300 Lf material) Miscellaneous Work (Itemize separately) SUB -TOTAL PRICE (A) * 144 Strand OPS Fiber Optics Cable Miscellaneous Work (Itemize Separately) SUB -TOTAL PRICE (B) $ .68 $ .68 $ .60 $ 155.00 $ 225.00 $ 50.00 $ 1.10.00 $ 260.00 $ 25.00 $ 46.00 $ 158.00 $ 100.00 $ 25.00 $ 220.00 $ 54.00 $ 220.00 $5, 028.00 $1,150.00 $ 2.00 $ 2.90 17,000' $ Total Price $ 6,800.00 $ 8,840.00 $ 1,873.20 $ 1,550.00 $ 450.00 $ 1,500.00 $ 3,740.00 $ 2,600.00 $ 250.00 $ 92.00 $ 632.00 $ 500.00 $ 250.00 $ 440.00 $ 432.00 $ 660.00 $109056.00 $ 1,150.00 $ 152.00 $12,470.00 $54,437.20 $68,000.00 TOTAL PROJECT III PRICE $122, 437.20 (use One Hundred Twenty -Two Thousand, Four Hundred Thirty -Seven words) Dollars and 20 Cents PRICES ABOVE INCLUDE SALES AND USE TAX EXCEPT THE PRICE OF FIBER CABLE. IssuED 06/19/2000 CONTRACT PRICING FORM * Pending availability and market price at time of contract approval. Price of cable is before sales taxes. Sales taxes will added to this price. CONSTRUCTION OF UTILITIES COMMUNICATION SYSTEM PHASE fV , Bid Bid Item Unit Quantity Unit Price Total Price Schedule Description A. Strand and Hardware Placement 800' $ .68 $ 544.00 Overlash to Existing Strand 200' $ .75 $ 150.00 Aerial Fiber Placement 1, 400 h,000' $ .68 $ 952.00 Underground Fiber Placement 600' $ .60 $ 360.00 Cable Marking w/ CITY ID Info. 13 $ 2.00 $ 26.00 Aerial slack loop with snow -shoes pl. 4 $ 155.00 $ 620.00 Guard Arm / Cable Arm Placement 8 $ 50.00 $ 400.00 Extension Arm / 5' Cable Arm Placement 4 $ 110.00 $ 440.00 New Groung and Bond 2 $ 100.00 $ 200.00 Bonding Placement to Existing Fac. 4 $ 25.00 $ 100.00 O.H. Guy pole to pole placement 2 $ 158.00 $ 316.00 Riser Assembly Placement 2 $ 220.00 $ 440.00 24 Fiber Patch Panel (Wall Mount) 2 $ 2,575.00 $ 5,150.00 24 Fiber Patch Panel (23" Rack Mount) 2 $ 2,575.00 $ 5,150.00 23' x 7' Aluminum Rack w/ mountings 2 $ 285.00 $ 570.00 Termination of 24 strand at each patch P. 4 $ 950.00 $ 3,800,00 24 Fusion splicing at existing spline Encl. 2 $ 950.00 $ 1,900.00 24 Fusion Splicing in new Splice Encl. 2 $ 950.00 $ 1,900.00 Weatherproof Splice Encl. 2 $ 790.00 $ 1,580.00 1.25" Inner Duct Placement 600 LF $ 2.90 $ 1,740.00 Manhole/Vault Slack loop placement 2 $ 54.00 $ 108.00 Miscellaneous Work (Itemize separately) $ $ SUB -TOTAL PRICE (A) $ 26, 446.00 B. * 24 Strand OPS Fiber Optics Cable 2,000' $ .95 $ 1,900.00 Miscellaneous Work (Itemize Separately) $ $ SUB -TOTAL PRICE (B) -$ 1,900.00 TOTAL PROJECT fIlI f PRICE $ 28, 346.00 (use Twenty -Eight Thousand, Three Hundred Forty -Six Dollars words) and No Cents. PRICES ABOVE INCLUDE SALES AND USE TAX EXCEPT THE PRICE OF FIBER CABLE. ISSUED 06/19/2000 CONTRACT PRICING FORM Pending availability and amrket price at time of contract approval. Price of cable is before sales tax. Sales tax will be added to this price. 5. The following prices shall be used to adjust the lump sum price for changes to the specifications or quantities shown in the Contract Documents. Unit adjustment prices shall include all materials, equipment and labor for a unit installed in place as applicable. UNIT ADJUSTMENT PRICES: PHASE IV _ Unit Price Unit Add Deduct Strand and Hardware Ft $ $ Placement . 68 .68 Aerial Fiber Placement Ft $ .68 $ .68 Underground Fiber Ft $ = $ Placement .60 .60 Riser Assembly Each $ 220.00 $ 220.00 Rearrange / Cable Move Each $ 25.00 $ 25.00 1.25" Inner Ducts Lf $ 2.90 $ 2.90 Manhole wall attachments Each $ 54.00 $ 54.00 Fig. 8, Slack Loop Each $ 155.00 $ 155.00 Guard Arm / Cable Arm Each '$ 50.00 $ 50.00 Ext. Arms / 5' Cable Arm. Each $ 110.00 $ 110.00 (8'-10') Eat. Arm Each $ 260.00 $ 260.00 O.H. pole to. pole Guys Each $158.00 $ 158.00 Down Guys to ea. Anchors Each $ 46.00 $ 46.00 Bonding Placement Each $ 25.00 $ 25.00 Fusion Splices Each $ 28.00 $ 28.00 6. CONTRACTOR agrees to provide written change order submittals for the CITY `s approval ISSUED 06/19/2000 CONTRACT PRICING FORM prior to exceeding any of the proposed Contract quantities. 7. CONTRACTOR agrees that the Work will be completed within 90 days from the date when the Contract Time commences to run as provided in paragraph 2.3. of the General Conditions, and completed and ready for final payment in accordance with paragraph 14.13. of the General Conditions. * See clarification 8. CONTRACTOR accepts the provisions of the Agreement as to liquidated damages.** See Clarification 9. The following documents are attached to and made a condition of this Contract: A. Required Performance Bond in the form of B. A tabulation of Subcontractors, Suppliers and other persons and organizations required to be identified in this Contract (Section 060) C. Descriptions of any exceptions taken to the Procurement Documents. (If additional exceptions are attached to Contract, clearly mark as exceptions.) 10. Communications concerning this Contract shall be addressed to CONTRACTOR as follows: Name: Brett A. Johnson Title: Vice President Physcial: Mailing: Address: 10575 Banana Avenue P.O. Box 3809 Fontana, CA 92337 Rancho Cucamonga, CA 91729 11. The terms used in this Contract which are defined in the General Conditions of the Contract or Instructions will have the meanings indicated in the General Conditions or Instructions. * VCI Telcom agrees to completion of job within 90 days after the fiber cable - .. is delivered. ** VCI Telcom accepts the provisions of the agreement as to liquidated damages pending the delivery of the fiber cable. ISSUED 06/19/2000 CONTRACT PRICING FORM I U(/jj/,U-;) IUh UU.3b rAA L10 000 lUOJ llll Ur 'rG2V\U1\ Vl,1.L1L1Go PU Sc edu e A. CONSTRUCTION OF UTILITIF-S COMMUNICATION SYSTEM PUA � Sub-Pzo' ect {T aff c E z Tirt.9 APnliOAQW-1s g1jilrice Bid to A021iwtlon Strand and Hardware Placement Aerial Fiber Placement Underground Fiber Placement Riser Assembly Placement Aerial slack loop with snow -shoes FL Guard Arm / Cable Arm Placement Extension Arm / 5' Cablc Arm Placement (8`-101) Ext Arm / Cable Arm Placement Rearrangement / Cable Move Down Guy to Existing Anchor Placement 0,11 Wire pole to pole placement New Vert Ground and Bond Aerial Splice Encl, Slack loop Placement Bonding Placement to Existing Fac• Nianhole/Vault Slack loop placement Cable Markers W/City ID Info. 144.S Splice W/ Case (#2) 144 -S Straight Splices w/ Case (#9) 24 -S Open Sheath Splice w/Case 1.25 Inner Duct Placement aratelY) Miscellaneous work (Itemize sep SUB -TOTAL PRICE (A) Upjt!?uantLtY 5,700' 8,900, 920' 2 20 15 5 2 3 4 8 15 2 48 1 6 920 Li $ .68 $ .68 $ .60 $ 220.00 $ 155.00 $ 50.00 $ 110.00 $ 260.00 $ 25.00 $ 46.00 $ 158.00 $ 100.00 $ 155.00 $ 25.00 $ 54.00 $ 2.00 $5,028.00 $5,028.00 $1,150.00 $ 2.90 a! 2l nc $ 3,876'.00 $ 6,052.00 552.00 $ 440.00 $ 1,240.00 $ 1,000.00 $ 1,650.00 $ 1,040.00 125.00 $ 92.00 S 474.00 $ 400.00 $ 1,240.00 $ 375.00 $ 108.00 $ 96.00 $ 5,028.00 $ 5,028.00 $6,900.00 $2,668.00 $38,384.00 B. 9,920' $ 4.00 $39,280.00 144 Strand OPS Fiber Optics Cable $ $ Miscellaneous Work (Itemize SepamlY) $39 , 280.00 SUBTOTAL PRICE (13) $77,664.00 . TOTAL PROJECT II PRICE (use Seventy -Seven Thousand, Six Hundred Sixty -Four Dollars words) and No Cents. PRICES ABOVE EXCLUDES SAFES AND USE TAX, i coNn ACT MCWG FORM Lqsm osr19/2090 I SUBMITTED ON July 26, 2000 If CONTRACTOR is: State CONTRACTOR's License No. 765 716 An Individual (Individual's Name) doing business as ................................................... Business Address.............................................. ..... ........... Telephone No. ..................................'....: A Partnership BY........ ............................................................... (Firm Name) BusinessAddress........................................................................................ ............................................................................ Telephone No . ........................... ..... ... ....................... A Corporation BY..................... VCI......... , Inc ................................. (Corporation Name) Delaware .................................................... (State of incorporation) BY..................... Bret.t . A.... Johnson................ . !?�.......... . (Name of Person Authorized to Sign) Vice President........................................................... (Title) (Corporate Seal) Attest........ .............................................................. (Secretary) 10575 Banana Avenue, Fontana, CA 92337 (Physcial Address) Business Address ............................................ P. .0 . Box 3809.,, Ranch Cucamonga, , CA , , U 729.. (M iliug .Address) TelephoneNo .............. (.909)..823-7570.......................................... ..... ... . A Joint Venture BY............................. ................................................................ (Name) .................................................. (Address) ---- ------ BY....................................... ....(Name)....... .... ........... ........................................................... (Address) (Address and telephone number for official communications) (Each joint venturer must sign. The manner of signing for each individual, partnership and corporation that is a party IssmD 06/19/2000 CONTRACT PRICING FORM /ar, X `lE ..C) 7�5 i ti of r 4 � [f) z Lam% I I j �NCcoSa er N 1 i M 25-3/o V 25-3o r a n a�. LO m Ln (D j L6 z Ll 0 I I j I SPcic� � AIC L 0 5VA �l L �y 0- E 0 Lo C. 0 L� Q) En ._ o c S P4./ c E EX15 ii,✓G ENCGasv�e E # 13 2s-9�—� 2s-s� (�•ca•1 �R o Po SED 1 N 25,-36 and ' 25-36 (u•cq•) 37 5'8 37- v8 (o • IN• ) I-2y /-Zy (U.6.) 1 1 1 1 1 z N Co N 00 N -4m N N C."" N � N W N N� N N O -� Co -� m -� V -� CA -� CIt -� P -► CJ a PO O (o ClV O CA A W N CD 3 (� O N .".� m 1 o z p (� Co O OD co --4 O W O V -pOO O _i V V Cn W Ch co O _\ V C� 07 � . . Ut . 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O ' � \Cm _ coz ----- — �, 0 _ ---- - — _ -- D C Z < Z o v g \I_ 1 m � - ----- —r- — 110-4227-1 �8„ 4,224,000 N V Z m 0 a 0 0 0 0 0 Z z 0 m m 108— 4221-1 F c v G c r7 F- FT v c c c a 4,224,000 0 vZ m 0 rn 0 0 0 N 106-4221-1 i .. `r" Insurance Companies August 1, 2000 Mr. Otis Smith Purchasing Department City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Contractor: VCI Telcom d/b/a VCI Policy Numbers: WC A/O: 513A 129 688-00 GL Deductible (US) 5AA 045 445-00 AUTO (A/O) F5D 007 879-00 Dear Mr. Smith, This letter shall certify that the coverage and statements relating to the captioned commercial insurance policies in the standard Certificate of Insurance attached are true and correct. This will also confirm that I am authorized to so certify the polices and coverage's above as shown on the attached Certificate of Insurance. ly, n F. An-r tk--v lerwriting Director RISK MANAGEMENT SERVICES 972/364-5212 Voice * 972-364-5255 FAX 800/442-4059 12377 Merit Drive Suite 1400 * Dallas, TX 75251-3225 LYNDA L. CHASE MY COMMISSION EXPIRES +1 July 30, 2001 AC ORDX.C.E. PRODUCER::.::: JOHN L. WORTHAM & SON, L.L.P. P.O. BOX 1388 HOUSTON, TEXAS 77251-1388 071555-00090-2001A-000185 DGC/ECB INSURED VCI TELCOM, INC. P. 0. BOX 3809 RANCHO CUCAMONGA, CA 91729-3809 DATE MM DD ( / /YY 0 7 26 20 00 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY 1/1 A LUMBERMENS MUTUAL CASUALTY COMPANY COMPANY B RLI INSURANCE COMPANY COMPANY C COMPANY D 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. CO TYPE OF INSURANCE POLICY NUMBER I POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE (MM/)D/YY) - DATE (MM/5u/YY) - A GENERAL LIABILITY 5AA00704544500. 08/01/2000 08/01/2001 GENERAL AGGREGATE. $ 2 000 000 X COMMERCIALGENERAL LIABILITY COVERAGE IS EXCLUDED IN CLAIMS MADE EiI OCCUR THE STATE OF NEVADA OWNER'S & CONTRACTOR'S PROT A AUTOMOBILE LIABILITY A ANY AUTO X ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON -OWNED AUTOS F5DO0788000 (TX) F5D00787900 (0/S) COVERAGE IS EXCLUDED IN THE STATE OF NEVADA 08/01/2000 08/01/2001 08/01/2000 08/01/2001 PRODUCTS - COMP/OP AGG $ PERSONAL & ADV INJURY $ EACH OCCURRENCE $ FIRE DAMAGE (Anyone fire) S MED EXP (Any one person) $ , , 2,000,000 1,000,000 1,000,000 11000,000 10,000 COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY $ (Per person) BODILY INJURY I $ (Per accident) PROPERTY DAMAGE I S AGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: F EACH ACCIDENT $ AGGREGATE $ B EXCESS LIABILITY OCCURRENCE X UMBRELLA FORM -:��- OTHER THAN UMBRELLA FORM OUL0023996 _ 08/01/2000 08/01/2001 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ A A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY THEPROPRIET)R/ X INCL PARTNERS/EXECUTIVE OFFICERS ARE: EXCL 5BA12968900 (AZ & LA) 5BA12969000 (OR & WI) 5BA12968800 (STATES OTHER THAN MONOPOLISTIC, AZ,LA,OR,WI & NV 08/01/2000 08/01/2000 08/01/2000 08/01/2001 08/01/2001 08/01/2001 X I STATUTORY LIMITS .. .. ..:: EACH ACCIDENT $ 1,000,000 DISEASE -POLICY LIMIT $ 1 000 000 i , DISEASE - EACH EMPLOYEE $ 1,000,000 OTHER PROPERTY - SEE ATTACHED DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS SEE ATTACHED RE: UTILITIES COMMUNICATIONS SYSTEM CITY OF VERNON, ITS OFFICERS, & EMPLOYEES ATTN: PURCHASING DEPT. 4305 SANTA FE AVE VERNON, CA 90058 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. fHORED.PR�NT TIME, /' ATTACHMENT TO CERTIFICATE OF INSURANCE NO. DKC/ECB 1/1 CERTIFICATE HOLDER: .* M A S T E R PROPERTY COVERAGE WRITTEN UNDER POLICY NO. PRO 191281726 WITH CONTINENTAL CASUALTY INSURANCE COMPANY EXPIRING ON 08/01/2001. I. LOSS LIMIT (ANY ONE OCCURRENCE), COVERING: 1) REAL $25,000,000 2) PERSONAL INCLUDED 3) EDP EQUIPMENT AND MEDIA INCLUDED 4) BUSINESS INCOME -INCLUDING EXTRA EXPENSE INCLUDED SUBLIMIT: 5) CALIFORNIA EARTHQUAKE -PER OCCURRENCE/ANNUAL AGGREGATE $ 2,750,000 11. CONTRACTORS EQUIPMENT 1) EQUIPMENT -ANY ONE OCCURRENCE $31,500,000 2) UNSCHEDULED ITMES-ANY ONE ITEM $ 1,500,000 3) BORROWED OR RENTED ITEMS - LIMIT IS PER ITEM $ 1,500,000 4) NEWLY ACQUIRED $ 2,500,000 III. INSTALLATION / BUILDERS RISK 1) JOBSITE-ANY ONE OCCURRENCE $10,000,000 2) TEMPORARY STORAGE $ 5,000,000 3) ANY ONE DISASTER $10,000,000 4) TRANSIT $ 1,500,000 5) DEBRIS REMOVAL $ 1,500,000 6) FLOOD $ 2,500,000 7) EARTHQUAKE $ 2,500,000 VALUATION: 1) REPAIR OR REPLACE WITH LIKE KIND AND QUALITY 2) AMOUNT REQUIRED BY LEASE OR RENTAL AGREEMENT AS RESPECT RENTAL EQUIPMENT. CERTIFICATE HOLDER IS ADDED AS LOSS PAYEE AS THEIR INTEREST MAY APPEAR. 1 ATTACHMENT TO CERTIFICATE OF INSURANCE NO. 071555-00090-2001A-000185 DGC/ECB 1/1 CERTIFICATE HOLDER: INSURED• CITY OF VERNON, ITS OFFICERS, & EMPLOYEES VCI TELCOM, INC. GENERAL LIABILITY POLICY INCLUDES CITY OF VERNON, ITS OFFICERS, AND EMPLOYEES AND RMI UTILITY SERVICES AS ADDITIONAL INSUREDS WHEN REQUIRED BY WRITTEN CONTRACT BUT ONLY WITH RESPECT TO LIABILITY ARISING OUT OF NAMED INSURED'S WORK FOR ADDITIONAL INSURED. MEMORANDUM RISK MANAGEMENT/PERSONNEL TO: Gloria J. Orosco, Chief Deputy City Clerk FROM: Joan Francone, Risk Manager ?YI-11 DATE: August 30, 2000 SUBJECT: VCI TELECOM, INC. The Performance Bond presented by VCI Telecom, Inc. is acceptable. Please contact me if you have any questions. JF/fs Enclosures cc: Dolores Fonseca LL c THE AMERICAN INSTITUTE OF ARCHITECTS Bond No. 8163-45-38 AIA Document A312 Performance Bond Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): SURETY (Name and Principal Place of Business): VCI TELCOM, INC. Federal Insurance Company 10575 Banana Ave. 15 Mountain View Drive Fontana, CA 92337 Warren, NJ 07061-1615 OWNER (Name and Address): City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 cbNSTRU:C T ION CONTRACT Date: August 8, 2000 Amount: Five Hundred Eighty Two 'Thousand Five Hundred Forty 'Three & 45/100--- ($582,543.45) Description (Name and Location): Project No. FO 2.000 Construction of Utilities Communications System BOND Date (Not earlier than Construction Contract Date): August 22, 2000 Amount: Five Hundred Eighty Two Thousand Five Hundred Forty Three & 45/100--- ($582,543.45) Modifications to this Bond: W1 None ❑ See Page 3 CONTRACTOR AS PRINCIPAL SURETY Company: VCI TELCOM, INC. (Corporate Seal) Company: (Corporate eal) Federallnsura ompany Signature: ""' Signature: Name and Title: STEVEN SCHWING, P DENT Name and Title: DiLynr uer tt ney-In-Fac;t (Any additional signatures appear on page 3) (FOR INFORMATION ONLY --Name, Address and Telephone) AGENT or BROKER : OWNER'S REPR ATIVE (Architect, Engineer or The Linden Company-4100 E. Mississippi Ave. ##900 oth'cl�-p _ Denver, CO 80246 (303)756-.6700 AEA D0 WAINT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA O THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGrON, D.C. 20006 A312-1984 I THIRD PRINTING e MARCH 1987 I The Contractor and the Surety, jointly and severally, which it may be liable to the Owner and, as bind themselves, their heirs, executors, administrators, soon as practicable after the amount is deter - successors and assigns to the Owner for the performance mined, tender payment therefor to the of the Construction Contract, which is incorporated herein Owner; or by reference. ,2 Deny liability in whole or in part and notify the 2 If the Contractor performs the Construction Contract, Owner citing reasons therefor. the Surety and the Contractor shall have no obligation under this Bond, except to participate in conferences as 5 If the Surety does not proceed as provided in Paragraph provided in Subparagraph 3.1. 4 with reasonable promptness, the Surety shall be deemed to be in default on this Bond fifteen days after receipt of an 3 If there is no Owner Default, the Surety's obligation additional written notice from the Owner to the Surety under this Bond shall arise after: demanding that the Surety perform its obligations under 3.1 The Owner has notified the Contractor and the this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. if the Surety proceeds as Surety at its address described in Paragraph 10 below provided in Subparagraph 4.4, and the Owner refuses the that the Owner is considering declaring a Contractor payment tendered or the Surety has denied liability, in Default and has requested and attempted to arrange a whole or in part, without further notice the Owner shall be conference with the Contractor and the Surety to be entitled to enforce any remedy available to the Owner. held not later than fifteen days after receipt of such notice to discuss methods of performing the Construc- 6 After the Owner has terminated the Contractor's right tion Contract. If the Owner, the Contractor and the to complete the Construction Contract, and if the Surety Surety agree, the Contractor shall be allowed a reason- elects to act under Subparagraph 4.1, 4.2, or 4.3 above, able time to perform the Construction Contract, but then the responsibilities of the Surety to the Owner shall such an agreement shall not waive the Owner's right, if not be greater than those of the Contractor under the any, subsequently to declare a Contractor Default; and Construction Contract, and the responsibilities of the 3.2 The Owner has declared a Contractor Default and Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. To the limit of the formally terminated the Contractor's right to complete amount of this Bond, but subject to commitment by the the contract. Such Contractor Default shall not be de- Owner of the Balance of the Contract Price to mitigation of clared earlier than twenty days after the Contractor and costs and damages on the Construction Contract, the Sure - the Surety have received notice as provided in Sub- ty is obligated without duplication for. paragraph 3.1; and' 3.3 The Owner has agreed to pay the Balance of the 6.1 The responsibilities of the Contractor for correc- tion of defective work and completion of the Construc- Contract Price to the Surety in accordance with the tion Contract; terms of the Construction Contract or to a contractor selected to perform the Construction Contract in accor- 6.2 Additional legal, design professional and delay dance with the terms of the contract with the Owner. costs resulting from the Contractor's Default, and re- 4 When the Owner has satisfied the conditions of Para SUlting from the actions or failure to act of the Surety under Paragraph 4; and graph 3, the Surety shall promptly and at the Surety's ex- pense take one of the following actions: 6.3 Liquidated damages, or if no liquidated damages 4.1 Arrange for the Contractor, with consent of the are specified in the Construction Contract, actual dam- ages caused by delayed performance or non-perfor- Owner, to perform and complete the Construction mance of the Contractor. Contract; or 7 The Surety shall not be liable to the Owner or others for 4.2 Undertake to perform and complete the Construc- obligations of the Contractor that are unrelated to the Con- tion Contract itself, through its agents or through inde- struction Contract, and the Balance of the Contract Price pendent contractors; or shall not be reduced or set off on account of any such 4.3 Obtain bids or negotiated proposals from unrelated obligations. No right of action shall accrue on qualified contractors acceptable to the Owner for a this Bond to any person or entity other than the Owner or contract for performance and completion of the Con- its heirs, executors, administrators or successors. struction Contract, arrange for a contract to be pre- pared for execution by the Owner and the contractor 8 The Surety hereby waives notice of any change, includ- selected with the Owner's concurrence, to be secured ing changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obliga- with performance and payment bonds executed by a tions. qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the 9 Any proceeding, legal or equitable, under this Bond amount of damages as described in Paragraph 6 in ex- may be instituted in any court of competent jurisdiction in cess of the Balance of the Contract Price incurred by the the location in which the work or part of the work is located Owner resulting from .the Contractor's default; or and shall be instituted within two years after Contractor 4.4 Waive its right to perform and complete, arrange Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails for completion, or obtain a new contractor and with reasonable promptness under the circumstances: to perform its obligations under this Bond, whichever oc- curs first. If the provisions of this Paragraph are void or .1 After investigation, determine the amount for prohibited by law, the minimum period of limitation avail- p AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND - DECEMBER 1984 ED. - AIA CR THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 2 THIRD PRINTING • MARCH 1987 able to sureties as a defense in the jurisdiction of the suit shall be applicable. 10 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the sig- nature page. 11 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 con- forming to such statutory or other legal requirement shall be deemed incorporated herein. The intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 12 DEFINITIONS 12.1 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 Con - MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: tractor 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, re- duced by all valid and proper payments made to or on behalf of the Contractor under the Construction Con- tract. 12.2 Construction Contract: The agreement between the Owner and the Contractor identified on the sig- nature page, including all Contract Documents and changes thereto. 12.3 Contractor Default: Failure of the Contractor, which has neither been remedied nor waived, to per- form or otherwise to comply with the terms of the Construction Contract. 12.4 Owner Default: Failure of the Owner, which has neither been remedied nor waived, to pay the Con- tractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Name and Title: Address: Signature: Name and Title: Address: AIA DOCUMENT A312 - PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. - AIA THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 3 THIRD PRINTING • MARCH 1987 THE AMERICAN INSTITUTE OF ARCHITECTS A/A Document A312 Bond No. 8163-45-38 Payment Bond Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): SURETY (Name and Principal Place of Business): VCI TELCOM, INC. Federal Insurance Company 10575 Banana Ave. 15 Mountain View Drive Fontana, CA 92337 Warren, NJ 07061-1615 OWNER (Name and Address): City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 CONSTRUCTION CONTRACT Date: August 8, 2000 Amount: Five Hundred Eighty Two Thousand Five Hundred Forty Three & 45/100--- ($582,543.45) Description (Name and Location): Project No. FO 2000 Construction of Utilities Communication System BOND Date (Not earlier than Construction Contract Date): August 22, 2000 Amount: Five Hundred Eighty Two Thousand Five Hundred Forty Three & 45/100--- ($582,543.45) Modifications to this Bond: )C] None R] See Page 6 CONTRACTOR AS PRINCIPAL SURETY Company: VCI TELCOM, INC. (Corporate Seal) Company: rporate Seal) Federallnsuranc mpany Signature: - - Signature: Name and Title: STEVEN SCHWING, P IDENT Name and Title: DiLyn u n to ey-ln- act (Any additional signatures appear on page 6) (FOR INFORMATION ONLY —Name, Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or other party): The Linden Company- 4100 E. Mississippi Ave. #900 Denver, CO 80246 (303)756-6700 AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBE.R 1984 ED. • AIA 8 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 4 THIRD PRINTING o MARCH 1987 1 The Contractor and the Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the perfor- mance of the Construction Contract, which is incorpo- rated herein by reference. 2 With respect to the Owner, this obligation shall be null and void if the Contractor: 2.1 Promptly makes payment, directly or indirectly, for all surns due Claimants, and 2.2 Defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity whose claim, demand, lien or suit is for the payment for labor, materials or equipment fur- nished for use in the performance of the Construction Contract, provided the Owner has promptly notified the Contractor and the Surety (at the address described in Paragraph 12) of any claims, demands, liens or suits and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety, and provided there is no Owner Default. 3 With respect to Claimants, this obligation shall be null and void if the Contractor promptly makes pay- ment, directly or indirectly, for all sums due. 4 The Surety shall have no obligation to Claimants under this Bond until: 4.1 Claimants who are employed by or have a direct contract with the Contractor have given notice to the Surety (at the address described in Paragraph 12) and sent a copy, or notice thereof, to the Owner, stating that a claim is being made under this Bond and, with substantial accuracy, the amount of the claim. 4.2 Claimants who do not have a direct contract with the Contractor: .1 Have furnished written notice to the Con- tractor and sent a copy, or notice thereof, to the Owner, within 90 days after having last performed labor or last furnished materials or equipment included in the claim stating, with substan ial accuracy, the amount of the claim and the name of the party to .whom the materials were furnished or supplied or for whom the labor was done or performed; and .2 Have either received a rejection in whole or in part from the Contractor, or not received within 30 days of furnishing the above no- tice any communication from the Contractor by which the Contractor has indicated the claim will be paid directly or indirectly; and 3 Not having been paid within the above 30 days, have sent a written notice to the Surety (at the address described in Paragraph 12) and sent a copy, or notice thereof, to the Owner, stating that a claim is being made under this Bond and enclosing a copy of the previous written notice furnished to the Contractor. 5 If a notice required by Paragraph 4 is given by the Owner to the Contractor or to the Surety, that is suffi- cient compliance. 6 When'the Claimant has satisfied the conditions of Paragraph 4, the Surety shall promptly and at the Surety's expense take the following actions: 6.1 Send an answer to the Claimant, with a copy to the Owner, within 45 days after receipt of the claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed. 6.2 Pay or arrange for payment of any undisputed amounts. 7 The Surety's total obligation shall not exceed the amount of this Bond, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. 8 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the perfor- mance 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 the Surety under this Bond, subject to the Owner's prior- ity to use the funds for the completion of the work. 9 The Surety shall not be liable to.the Owner, Claimants or others for obligations of the Contractor that are unrelat- ed to the Construction Contract. The Owner shall not be liable for payment of any costs or expenses of any Claim- ant under this Bond, and shall have under this Bond no obli- gations to make payments to, give notices on behalf of, or otherwise have obligations to Claimants under this Bond. 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 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent juris- diction in the location in which the work or part of the work is located or after the expiration of one year from the date (1) on which the Claimant gave the notice required by Subparagraph 4.1 or Clause 4.2.3, or (2) on which the last labor or service was performed by anyone or the last mate- rials or equipment were furnished by anyone under the Con- struction Contract, whichever of (1) 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 be applicable. 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the signature page. Actual receipt of notice by Surety, the Owner or the Contractor, however accomplished, shall be sufficient compliance as of the date received at the address shown on the signature page. 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 con- forming to such statutory or other legal requirement shall be deemed incorporated herein. The intent is that this AIA DOCUMENT A312 o PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA° A312-1984. 5 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 THIRD PRINTING • MARCH 1987 Bond shall be construed as a statutory bond and not as a Construction Contract, architectural and engineering common law bond. services required for performance of the work of the Contractor and the Contractor's subcontractors, and 14 Upon request by any person or entity appearing to be a all other items for which a mechanic's lien may be potential beneficiary of this Bond, the Contractor shall asserted in the jurisdiction where the labor, materials promptly furnish a copy of this Bond or shall permit a copy or equipment were furnished. to be made. 15.2 Construction Contract: The agreement between 15 DEFINITIONS the Owner and the Contractor identified on the sig- 15.1 Claimant: An individual or entity having a direct nature page, including all Contract Documents and contract with the Contractor or with a subcontractor of changes thereto. the Contractor to furnish labor, materials or equip- 15.3 Owner Default: Failure of the Owner, which has ment for use in the performance of the Contract. The neither been remedied nor waived, to pay the Con - intent of this Bond shall be to include without limita- tractor as required by the Construction Contract or to tion in the terms 'labor, materials or equipment' that perform and complete or comply with the other terms part of water, gas, power, light, heat, oil, gasoline, thereof. telephone service or rental equipment used in the MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address: Address: AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1964 ED. • AIA THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-19M 6 THIRD PRINTING MARCH 1987 Chubb POWER Federal Insurance Company Attn.: Surety Department OF Vigilant Insurance Company 15 Mountain View Road Sllrety ATTORNEY Pacific Indemnity Company Warren, NJ 07059 Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, do each hereby constitute and appoint Frank C Perin, Kathryn K. Coulson, DiLynn Guern, Amy Augustyn, Don R. Broyles, Pamela J. Hansen, Lisa M. Loeffler, Sheryl E. Meurer, Donald E. Appleby and Kevin W. McMahon of ------------- Denver, Colorado -------- each as their true and lawful Attomey-in-Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds (other than bail bonds) and undertakings given or executed in the course of its business (but not to include any instruments amending or altering the same, nor consents to the modification or alteration of any instrument referred to in said bonds or obligations). In Mitness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEM��lo COMPANY have each executed and attested these presents and affixed their corporate seals on this 7 th day of February, 2000 Kenneth C. Wendel, Assistant Secret ry Fra k E. Robertson, Vike resident STATE OF NEW JERSEY l 1 ss. County of Somerset On this 7 th day or February, 2000 before me, a Notary Public of New Jersey, personally came Kenneth C. Wendel, to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY, the companies which executed the foregoing Power of Attomey, and the said Kenneth C. Wendel being by me duty swom, did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof, that the seals affixed to the foregoing Power of Attomey are such corporate seals and were thereto affixed by authority of the By -Laws of said Companies; and that he signed said Power of Attomey as Assistant Secretary of said Companies by like authority; and that he is acquainted with Frank E. Robertson, and knows him to be Nice President of said Companies; and that the signature of Frank E. Robertson, subscribed to said Power of Attorney is in the genuine handwriting of Frank E. `Robertson, and was thereto subscribed by authority of said By -Laws and in deponent's presence. Notariaf Seal gGARD� q Z A R Y Vff4A 'M rack e\� „vim G WAM'O MW aNLotaryPublic PUB "a 2ZIMI Ng3,;- CERTIFICATION Extract from the By -Laws of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY: "All powers of attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company, either by the Chairman or the President or a Vice President or an Assistant Vice President, jointly with the Secretary or an Assistant Secretary, under their respective designations. The signature of such officers may be engraved, printed or lithographed. The signature of each of the following officers: Chairman, President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary and the seal of the Company may be affixed by facsimile to any power of attomey or to any certificate relating thereto appointing Assistant Secretaries or Attomeys-in-Fact for purposes only of executing and attesting bonds and undertakings and other wrttings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached." I, Kenneth C. Wendel, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY (the "Companies') do hereby certify that (i) the foregoing extract of the By -Laws of the Companies is true and correct, (ii) the Companies are duly licen ed and authorized to transact surety business in all 50 of the United Stales of America and the District of Columbia and are authorized by the U. S. Treasury Departnierit furthe , Federal and Vigilant are licensed in Pue to Rico and the U. S. Virgin Isar ids, and Federal is licensed in Arnerican Samoa, Guam, and each of the Provinces of Canada except Prince Edgard Island; and (iii) tit foregoing Power of Attomey is true, correct and in full force and effect. Given under my hand and seals of said Companies at Warren, NJ this 22nd day of August, 2000 \��jV F ��otyrR7 Eo �•,�fUAAJ,D� � ��L1`'ttatUCe � / C, s- ' 'fVDLOAI' Kenneth C. Wendel, Assistant Secretary IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM, VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT ADDRESS LISTED 'ABOVE, OR BY Telephone (908) 903-3485 Fax (908) 903-3656 e-mail: surety@chubb.com Fom 1S16W22fi (cd.NC!NCONSENr _— ----_- THE AMERICAN INSTITUTE OF ARCHITECTS Bond No. 8163-45-38 AIA Document A312 Performance Bond Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): SURETY (Name and Principal Place of Business): VCI TELCOM, INC. Federal Insurance Company 10575 Banana Ave. 15 Mountain View Drive Fontana, CA 92337 Warren, NJ 07061-1615 OWNER (Name and Address): City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 CONSTRUCTION CONTRACT Date: August 8, 2000 Amount: Five Hundred Eighty Two Thousand Five Hundred Forty Three & 45/100--- ($582,543.45) Description (Name and Location): Project No. FO2000 Construction of Utilities Communications System BOND Date (Not earlier than Construction Contract Date): August 22, 2000 Amount: Five Hundred Eighty Two Thousand Five Hundred Forty Three & 45/100--- ($582,543.45) Modifications to this Bond: 0 None ❑ See Page 3 CONTRACTOR AS PRINCIPAL SURETY Company: VCI TELCOM, INC. (Corporate Seal) Company: (Corporate Seal) Federal Insurance Company Signature: Signature: Name and Title: STEVEN SCHWING, P SIDENT Name and Title: uer tt. ney-In-Fact (Any additional signatures appear on page 3) (FOR INFORMATION ONLY —Name, Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or The Linden Company-4100 E. Mississippi Ave. #900 other party): Denver, CO 80246 (303)756-6700 AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA 0 THE AMERICAN INSTITUTE Or ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 1 THIRD PRINTING - MARCH 1987 I The Contractor and the 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 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except to participate in conferences as provided in Subparagraph 3.1. 3 If there is no Owner Default, the Surety's obligation under this Bond shall arise after: 3.1 The Owner has notified the Contractor and the Surety at its address described in Paragraph 10 below that the Owner is considering declaring a Contractor Default and has requested and attempted to arrange a conference with the Contractor and the Surety to be held not later than fifteen days after receipt of such notice to discuss methods of performing the Construc- tion Contract. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reason- able 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; and 3.2 The Owner has declared a Contractor Default and formally terminated the Contractor's right to complete the contract. Such Contractor Default shall not be. de- clared earlier than twenty days after the Contractor and the Surety have received notice as provided in Sub- paragraph 3.1; and 3.3 The Owner has agreed to pay the Balance of the Contract Price to the Surety in accordance with the terms of the Construction Contract or to a contractor selected to perform the Construction Contract in accor- dance with the terms of the contract with the Owner. 4 When the Owner has satisfied the conditions of Para- graph 3, the Surety shall promptly and at the Surety's ex- pense take one of the following actions: 4.1 Arrange for the Contractor, with consent of the Owner, to perform and complete the Construction Contract; or 4.2 Undertake to perform and complete the Construc- tion Contract itself, through its agents or through inde- pendent contractors; or 4.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Con- struction Contract, arrange for a contract to be pre- pared for execution by the Owner and the contractor selected with the Owner's concurrence, to be 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 Paragraph 6 in ex- cess of the Balance of the Contract Price incurred by the Owner resulting from the Contractor's default; or 4.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is deter- mined, tender payment therefor to the Owner; or .2 Deny liability in whole or in part and notify the Owner citing reasons therefor. 5 If the Surety does not proceed as provided in Paragraph 4 with reasonable promptness, the Surety shall be deemed to be in default on this Bond fifteen 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 be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Subparagraph 4.4, and the Owner refuses the payment tendered 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. 6 After the Owner has terminated the Contractor's right to complete the Construction Contract, and if the Surety elects to act under Subparagraph 4.1, 4.2, or 4.3 above, 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 be greater than those of the Owner under the Construction Contract. To the limit of the amount of this Bond, but subject to commitment by the Owner of the Balance of the Contract Price to mitigation of costs and damages on the Construction Contract, the Sure- ty is obligated without duplication for: 6.1 The responsibilities of the Contractor for correc- tion of defective work and completion of the Construc- tion Contract; 6.2 Additional legal, design professional and delay costs resulting from the Contractor's Default, and re- sulting from the actions or failure to act of the Surety under Paragraph 4; and 6.3 Liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual dam- ages caused by delayed performance or non-perfor-. rnance of the Contractor. 7 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Con- struction 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 or successors. 8 The Surety hereby waives notice of any change, includ- ing changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obliga- tions. 9 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 after 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 oc- curs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation avail- AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND DECEMBER 1984 ED. • AIA 19 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 2 THIRD PRINTING o MARCH 1987 able to sureties as a defense in the jurisdiction of the suit tractor of any amounts received or to be received by shall be applicable. the Owner in settlement of insurance or other claims 10 Notice to the Surety, the Owner or the Contractor shall for damages to which the Contractor is entitled, re- duced by all valid and proper payments made to or on be mailed or delivered to the address shown on the sig- behalf of the Contractor under the Construction Con - nature page. tract. 11 When this Bond has been furnished to comply with a 12,2 Construction Contract: The agreement between statutory or other legal requirement in the location where the Owner and the Contractor identified on the sig- the construction was to be performed, any provision in this nature page, including all Contract Documents and Bond conflicting with said statutory or legal requirement changes thereto. shall be deemed deleted herefrom and provisions con- forming to such statutory or other legal requirement shall 12.3 Contractor Default: Failure of the Contractor, be deemed incorporated herein. The intent is that this which has neither been remedied nor waived, to per- . Bond shall be construed as a statutory bond and not as a form or otherwise to comply with the terms of the common law bond. - Construction Contract. 12 DEFINITIONS 12.4 Owner Default: Failure of the Owner, which has t 12.1 Balance of the Contract Price: The total amount 1 neither been remedied nor waived, to pay the Con- tractor as required by the Construction Contract or to payable Y the Owner the Contractor under the perform and complete or comply with the other terms Construction Contract after all proper adjustments thereof. - have been made, including allowance to the Con MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address: Address: AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND r DECEMBER 1984 ED. - AIA OO THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-19€ 4 3 THIRD PRINTING • MARCH 1987 THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document A312Bond No. 8163-45-38 Payment Bond Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): SURETY (Name and Principal Place of Business): VCI TELCOM, INC. Federal Insurance Company 10575 Banana Ave. 15 Mountain View Drive Fontana, CA 92337 Warren, NJ 07061-1615 I OWNER (Name and Address): City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 CONSTRUCTION CONTRACT Date: August8, 2000 Amount: Five Hundred Eighty Two Thousand Five Hundred Forty Three & 45/100--- ($582,543.45) Description (Name and Location): project No. FO 2000 Construction of Utilities Communication System BOND Date (Not earlier than Construction Contract Date): August 22, 2000 Amount: Five Hundred Eighty Two Thousand Five Hundred Forty Three & 45/100--- ($582,543.45) Modifications to this Bond: >7 None ® See Page 6 CONTRACTOR AS PRINCIPAL SURETY Company: VCI TELCOM, INC. (Corporate Seal) Company: Corporate Seal) Federallnsura mpany Signature: - Signature: ---'— Name and Title: Steven Schwin resident Name and Title: DiLy G er , tto ney-In-Fact (Any additional signatures appear on page 6) (FOR INFORMATION ONLY —Name, Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or . The Linden Company- otherparty): 4100 E. Mississippi Ave. #900 Denver, CO 80246 (303)756-6700 AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA 0 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 4 THIRD PRINTING • MARCH 1987 1 The Contractor and the Surety, jointly and severally, 6 When` the Claimant has satisfied the conditions of bind themselves, their heirs, executors, administrators, Paragraph 4, the Surety shall promptly and at the successors and assigns to the Owner to pay for labor, Surety's expense take the following actions: materials and equipment furnished for use in the perfor- 6.1 Send an answer to the Claimant, with a copy to mance of the Construction Contract; which is incorpo- the Owner, within 45 days after receipt of the claim, rated herein by reference. stating the amounts that are undisputed and the basis 2 With respect to the Owner, this obligation shall be for challenging any amounts that are disputed. null and void if the Contractor: 6.2 Pay or arrange for payment of any undisputed 2.1 Promptly makes payment, directly or indirectly, amounts. for all sums due Claimants, and 7 The Surety's total obligation shall not exceed the 2.2 Defends, indemnifies and holds harmless the amount of this Bond, and the amount of this Bond shall be Owner from claims, demands, liens or suits by any credited for any payments made in good faith by the Surety. person or entity whose claim, demand, lien or suit is for the payment for labor, materials or equipment fur- 8 Amounts owed. by the Owner to the Contractor under nished for use in the performance of the Construction the Construction Contract shall be used for the perfor- Contract, provided the Owner has promptly notified mance of the Construction Contract and to satisfy claims, the Contractor and the Surety (at the address if any, under any Construction Performance Bond. By described in Paragraph 12) of any claims, demands, the Contractor furnishing and the Owner accepting this liens or suits and tendered defense of such claims, Bond, they agree that all funds earned by the Contractor demands, .liens or suits to the Contractor and the in the performance of the Construction Contract are Surety, and provided there is no Owner Default. dedicated to satisfy obligations of the Contractor and the Surety under this Bond, subject to the Owner's prior- 3 With respect to Claimants, this obligation shall be ity to use the funds for the completion of the work. null and void if the Contractor promptly makes pay- ment, directly or indirectly, for all sums due. 9 The Surety shall not be liable to.the Owner, Claimants h f bl 4 The Surety shall have no obligation to Claimants ' t' f th C n under this Bond until 4.1 Claimants who are employed by or have a direct contract with the Contractor have given notice to the Surety (at the address described in Paragraph 12) and sent a copy, or notice thereof, to the Owner, stating that a claim is being made under this Bond and, with substantial accuracy, the amount of the claim. 4.2 Claimants who do not have a direct contract with the Contractor: .1 Have furnished written notice to the Con- tractor and sent a copy, or notice thereof, to the Owner, within 90 days after having last performed labor or last furnished materials or equipment included in the claim stating, with substantial accuracy, the amount of the claim and the 'name of the party to whom the materials were furnished or supplied or for whom the labor was done or performed; and or of ers or o Iga tuns o e otractor that are unrelat .2 Have either received a rejection in whole or in part from the Contractor, or not received within 30 days of furnishing the above no- tice any communication from the Contractor by which the Contractor has indicated the claim will be paid directly or indirectly; and .3 Not having been paid within the above 30 days, have sent a written notice to the Surety (at the address described in Paragraph 12) and sent a copy, or notice thereof, to the Owner, stating that a claim is being made under this Bond and enclosing a copy of the previous written notice furnished to the Contractor. 5 If a notice required by Paragraph 4 is given by the Owner to the Contractor or to the Surety, that is suffi- cient compliance. ed to the Construction Contract. The Owner shall not be liable for payment of any costs or expenses of any Claim- ant under this Bond, and shall have under this Bond no obli- gations to make payments to, give notices on behalf of, or otherwise have obligations to Claimants under this Bond. 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 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent juris- diction in the location in which the work or part of the work is located or after the expiration of one year from the date (1) on which the Claimant gave the notice required by Subparagraph 4.1 or Clause 4.2.3, or (2) on which the. last labor or service was performed by anyone or the last mate- rials or equipment were furnished by anyone under the Con- struction Contract, whichever of (1) 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 be applicable. 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the signature page. Actual receipt of notice by Surety, the Owner or the Contractor, however accomplished, shall be sufficient compliance as of the date received at the address shown on the signature page. 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 Con- forming to such statutory or other legal requirement shall be deemed incorporated herein. The intent is that this AIA DOCUMENT A311 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. e AIA° THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 5 THIRD PRINTING r MARCH 1987 Bond shall be construed as a statutory bond and not as a common law bond. 14 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor shall promptly furnish a copy of this Bond or shall permit a copy to be made 15 DEFINITIONS 15.1 Claimant: An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equip- ment for use in the performance of the Contract. The intent of this Bond shall be to include without limita- tion 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 MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: 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 be asserted in the jurisdiction where the labor, materials or equipment were furnished. 15.2 Construction Contract: The agreement between the Owner and the Contractor identified on the sig- nature page, including all Contract Documents and changes thereto. 15.3 Owner Default: Failure of the Owner, which has neither been remedied nor waived, to pay the Con- tractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: _— Name and Title: Address: Signature: Name and Title: Address: A DOCUMENT A31'2 • PERFORMANCE BOND AND PAYMENT BOND • DE.CEMBER 1984 ED. •AIA AI THE AMERICAN INSTITUTE OF ARCHITECT'S, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 2C0% A3i2"1 THIRD PRINTING • MARCH 1987 Chubb POWER Federal Insurance Company A"n.: Surety Department OF Vigilant Insurance Company 15 Mountain View Road Surety ATTORNEY Pacific Indemnity Company Warren, NJ 07059 Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, do each hereby constitute and appoint Frank C. Penn, Kathryn K. Coulson, DiLynn Guern, Any Augustyn, Don R. Broyles, Pamela J. Hansen, Lisa M. Loeffler, Sheryl E. Meurer, Donald E. Appleby and Kevin W. McMahon of Denver, Colorado'-------- --------------------------------- each as their true and lawful Attomey-in-Fact to of ecute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds (other than bail bonds) and undertakings given or executed in the course of its business (but not to include any instruments amending or altering the same, nor consents to the modification or alteration of any instrument referred to in said bonds or obligations). In Witness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on this 7 th day of February, 2000 Kenneth C. Wendel, Assistant Secret ry Fra k E. Robertson, Vice resident STATE OF NEW JERSEY I ss. County of Somerset On this 7 th day or February, 2000 before me, a Notary Public of New Jersey, personally came Kenneth C. Wendel, to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY, the companies which executed the foregoing Power or Attorney, and the said Kenneth C. Wendel being by me duly swom, did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof, that the seats affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By -Lays of said Companies: and that he signed said Power of Attorney as Assistant Secretary of said Companies by like authority; and that he is acquainted with Frank E. Robertson, and knows him to be Vice President of said Companies; and that the signature of Frank E. Robertson, subscribed to said Power of Attorney is in the genuine handwriting of Frank E. Robertson, and was thereto subscribed by authority of said By -Laws and in deponent's presence. Notarial Seal $CARD/ ^ , �\G AM Notary Public NEW1Va6y6P�� CERTIFICATION Extract from the By -Laws of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY: 'Ail powers of attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company, either by the Chairman or the President or a Vice President or an Assistant Vice President, jointly with the Secretary or an Assistant Secretary, under their respective designations. The signature of such officers may be engraved, printed or lithographed. The signature of each of the following officers: Chairman, President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it,is attached." 1, Kenneth C. Wendel, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY (the 'Companies') do hereby certify that (i) the foregoing extract of the By -Laws of the Companies is true and correct, (ii) the Companies are duty liccx>rr>jeetl and authorized to transact surety business in all 50 of the United States of America and the District of Columbia and are authorized by the U. S. Treasury Department; further, Federal and Vigilant are licensed in Puerto Rico and the U. S. Virgin Islands, and Federal is licensed in American Samoa, Guam, and each of the Provinces of Canada except Prince Edward Island; and (iii) the foregoing Power of Attorney is true, correct and in full force and effect. Given under my hand and seals of said Companies at Warren, NJ this 22nd day of August, 2000 \�c,URM/G�O>'�fVRAIr��CO YI 1: V W gyp•*_: Ur �$ - tail 2 _ ,� * 7 Y /J Esc x�� yEk ioA� Kenneth C. Wendel, Assistant Secretary IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM, VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT ADDRESS LISTED ABOVE, OR BY Telephone (908) 903-3485 Fax (908) 903-3656 e-mail: surety(pchubb.com Form 15-10.O226 (Ed. 1•P9) NON-CONSEW i THE AMERICAN INSTITUTE OF ARCHITECTS Bond No. 8163-45-38 AIA Document A312 Performance Bond Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): VCI TELCOM, INC. 10575 Banana Ave. Fontana, CA 92337 OWNER (Name and Address): City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 SURETY (Name and Principal Place of Business): Federal Insurance Company 15 Mountain View Drive Warren, NJ 07061-1615 CONSTRUCTION CONTRACT Date: August 8, 2000 Amount: Five Hundred Eighty Two Thousand Five Hundred Forty Three & 45/100- --($582,543.45) Description (Name and Location): Project No. FO 2000 Construction of Utilities Communications System BOND Date (Not earlier than Construction Contract Date): August 22, 2000 Amount: Five Hundred Eighty Two Thousand Five Hundred Forty Three & 45/100--- ($582,543.45) Modifications to this Bond: R1 None ❑ See Page 3 CONTRACTOR AS PRINCIPAL Company: VCI TELCOM, INC. (Corporate Seal) sG r Signature:----''" Name and Title: Steven Schwing, P sident (Any additional signatures appear on page 3) SURETY Company: orporate eal) Federallnsur, ompany Signature Name and Title: DiLy Guer , rney-In-Fact (FOR INFORMATION ONLY —Name, Address and Telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or The Linden Company-4100 E. Mississippi Ave. #900 other party): Denver, CO 80246 (303)756-6700 AIA DOCUMENT A312 - PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 1 THIRD PRINTING • MARCH 1987 Chubb POWER Federal Insurance Company Attn.: Surety Department OF Vigilant Insurance Company 15 Mountain View Road Surety ATTORNEY Pacific Indemnity Company Warren, NJ 07059 Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, do each hereby constitute and appoint Frank C., Penn, Kathryn K. Coulson, DiLynn Guern, Amy Augustyn, Don R. Broyles, Pamela J. Hansen, Lisa M. Loeffler, Sheryl E. Meurer, Donald E. Appleby and Kevin W. McMahon of Denver, Colorado ------------------------------------------------------------------- each as their true and lawful Attomey-in-Fact to Jecute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise, bonds (other than bail bonds) and undertakings given or executed in the course of its business (but not to include any instruments amending or altering the same, nor consents to the modification or alteration of any instrument referred to in said bonds or obligations). In Witness Whereof, said FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNNrfY COMPANY have each executed and attested these presents and affixed their corporate seals on this 7 th day of February, 2000 �.r Kenneth C. Wendel, Assistant Secret ry Fra k E. Robertson, Vice resident STATE OF NEW JERSEY l Jt ss. County of Somerset On this 7 th day of February, 2000 , before me, a Notary Public of New Jersey, personally came Kenneth C. Wendel, to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY, the companies which executed the foregoing Power of Attorney, and the said Kenneth C. Wendel being by me duly swam, did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof, that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By -Laws of said Companies; and that he signed said Power of Attorney as Assistant Secretary of said Companies by like authority; and that he is acquainted with Frank E. Robertson, and knows him to be Vice President of said Companies; and that the signature of Frank E. Robertson, subscribed to said Power of Attorney is in the genuine handwriting of Frank E. Robertson, and was thereto subscribed by authority of said By -Laws and in deponent's presence. Notarial Seal O gCARO A R Y O+ tit�li �- � * PUB��G A. "a Notary Public A(Eri JPS CCATION ii�Y� Extract from the By -Laws of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY: "All powers of attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company, either by the Chairman or the President or a Vice President or an Assistant Vice President, jointly with the Secretary or an Assistant Secretary, under their respective designations. The signature of such officers may be engraved, printed or lithographed. The signature of each of the following officers: Chairman, President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached." I, Kenneth C. Wendel, Assistant Secretary of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY (the "Companies") do hereby certify that (i) the foregoing extract of the By -Laws of the Companies is true and correct, (ii) the Companies are duly licensed and authorized to transact surety business in all 50 of the United States of America and the District of Columbia and are authorized by the U. S. Treasury Department; further, Federal and Vigilant are licensed in Puerto Rico and the U. S. Virgin Islands, and Federal is licensed in American Samoa, Guam, and each of the Provinces of Canada except Prince Edgard Island; and (iii) the foregoing Power of Attorney is true, correct and in full force and effect. Given under my hand and seals of said Companies at Warren, NJ this 22nd day of August, 2000 *5\3RM �lH00'S�R�k�0 yew ifo�� 6/'1 Kenneth C. Wendel, Assistant Secretary IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM, VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER, PLEASE CONTACT US AT ADDRESS LISTED ABOVE, OR BY Telephone (908) 903-3485 Fax (908) 903-3656 e-mail: suretyQchubb.com Form 1510-0226 (Ed. 1-09) NON -CONSENT CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 581-7924 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 August 21, 2000 VCI Telecom, Inc. Attn: Brett A. Johnson P.O. Box 3809 Rancho Cucamonga, CA 91729 RE: Contract No. FO 2000 Dear Mr. Johnson: EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services & Water FAX: (323) 588-2761 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 583-1983 DAVE TELFORD Fire Chief FAX: (323) 581-1385 BRUCE W. OLSON Police Chief FAX: (323) 583-5236 As per your conversation of today with our Purchasing Assistant, Dolores Fonseca, enclosed herewith is a copy of Resolution No. 7595 which indicates the total negotiated amounts to include Phases II, III, and IV of the Fiber Optics Project. Once again, this office will forward a fully executed duplicate original agreement to you upon our receipt and approval of the required Performance Bond. Very truly yours, 8G'GU-� 9;�'oria J. osco Chief Dep y City Clerk GJO:rcm c: K. DeDario D. Fonseca J. Francone AgreaMent File CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 581-7924 CITY MALL, 11 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 August 16, 2000 VCI Telecom, Inc. Attn: Brett A. Johnson P.O. Box 3809 Rancho Cucamonga, CA 91729 RE: Contract No. FO 2000 Dear Mr. Johnson: EDUARDO OLIVO City Attorney FAX: (562) 927-8722 . KEVIN WILSON Director of Community Services & Water FAX: (323) 588-2761 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 583--1983 DAVE TELFORD Fire Chief FAX: (323) 581-1385 BRUCE W. OLSON Police Chief FAX: (323) 583-5236 The above -referenced contract was approved by the Vernon City Council on August 8, 2000 through Resolution No. 7595. The City has received and approved the insurance documents. However, we have not received the Performance Bond. Upon receipt and approval of said bond, I will forward a fully executed duplicate original agreement to you. If you should have any questions, please contact Dolores Fonseca at Ext. 234.. Very truly truly yours, 'Gloria J. Or sco Chief Deputy City Clerk GJ.O:rcm c: K. DeDario D. Fonseca J. Francone Agreement File CITY OF VERNON LOS ANGELES COUNTY, CALIFORNIA CONTRACT NO. FO 2000 CONSTRUCTION OF UTILITIES COMMUNICATION SYSTEM PHASE 11 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Phone: (323) 583-8811 JUNE /2000 SECTION 010 TABLE OF CONTENTS CONTRACT NO. O 2000 CONSTRUCTION OF UTILITIES COMMUNICATION SYSTEM PRASE H CITY OF VERNON Vernon, California SECT CONTENTS 001 TITLE PAGE 010 TABLE OF CONTENTS 020 LIST OF DRAWINGS AND PLANS 030 INSTRUCTION TO CONTRACTORS 040 CONTRACT PRICING FORM 050 PERFORMANCE BOND 060 SUBCONTRACTOR LIST 070 AGREEMENT BETWEEN CITY AND CONTRACTOR 080 GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT 090 SUPPLEMENTARY CONDITIONS 100-II SUMMARY OF WORK - SYSTEM BACKBONE 100-III SUMMARY OF WORK - TRAMMEL CROW 100-IV SUMMARY OF WORD - FIRE STATIONS 120 SPLICES AND PATCH PANELS 140 COORDINATION 150 JOB SITE ADMINISTRATION 160 REGULATORY REQUIREMENTS 170 REFERENCE STANDARDS 180 SUBMITTALS ISSUED 06/19/2000 10-1 TABLE OF CONTENTS SECTION 020 LIST OF DRAWINGS AND PLANS CONTRACT NO. FO22000 CONSTRUCTION UTILITIES COMMUNICATION SYSTEM PHASE H CITY OF VERNON Vernon, California The following drawings are bound separately: NO. OF SHEET DRAWINGS TITLE 1. Overall One Line Diagram 14, F.O. Installation Comprehensive Plans For Phase II 85. Pole Inventory Cards For Phase II 3. Inventory Maps For Trammel Crow Project ISSUED 06/19/2000 20.1 LIST OF DRAWINGS SECTION 030 INSTRUCTIONS TO CONTRACTOR Based upon EJCOC No, 1910-12 (1990 Edition) 1. Defined Terms. Terms used in these Instructions to Contractor which are defined in the Standard General Conditions of the Construction Contract No. 1910-8 (1990' Edition), have the meanings assigned to them in the General Conditions. Certain additional terms used in these Instructions to Contractor have the meanings indicated below which are applicable to both the singular and plural thereof. 1.1. CQNA , CT OR -The entity with whom CITY has entered in agreement to perform the work. 1.2. CITY - The City of Vernon, California with whom the CONTRACTOR has entered into Agreement and for whom the Work is to be provided. 1.3. CITY's Purchasing Department - The office from which the contracting Documents are to be issued. 2. Qualifications of Contractor. To demonstrate qualifications to perform the Work, Contractor must submit detailed written evidence such as present commitments and other such data as may be called for; and must be prepared to submit within five (5) days after receiving Contract Pricing, additional data and information, upon CITY's request. CONTRACTOR must provide evidence of Contractor's qualification to do business in the state of California or covenant to obtain such qualification prior to signing of the contract. 3. Examination of Contract Documents and Site. M. It is the responsibility of the Contractor before signing the Agreement: 3.1.1. To examine thoroughly the Contract Documents and other related data identified in the Contract Documents; 3.1.2. To visit the Work sites to become familiar with and satisfy CONTRACTOR as to the general, local and site conditions that may affect cost, progress, performance or furnishing of the Work; 3.1.3. To consider federal, state and local Laws and Regulations that may affect cost, progress, performance or furnishing of the Work; ISSUED 06/19/2000 30-1 INSTRUCTIONS TO CONTRACTOR 3.1.4. To study and carefully correlate CONTRACTOR knowledge and observations with the Contract Documents and such other related data; and 3.1.5. To promptly notify the CITY of all conflicts, errors, ambiguities or discrepancies which CONTRACTOR has discovered in or between the Contract Documents and such other related documents. 4. Availability of Lands for Work, etc. The lands upon which the Work is to be performed, rights -of -way and easements for access thereto and other lands designated for use by CONTRACTOR in performing the Work are identified in the Contract Documents. All additional lands and access thereto required for temporary construction facilities, construction equipment or storage of materials and equipment to be incorporated in the Work are to be obtained and paid for by CONTRACTOR. Easements for permanent'structures or permanent changes in existing facilities are to be obtained and paid for by 'CITY unless otherwise provided in the Contract Documents. 5. Contract Times. The number of days within which the Work is to be completed and ready for final payment ("Contract Times" as defined in paragraph 1.12 of the General Conditions) are set forth in the Agreement (or incorporated therein by reference to the attached Contract Form). 6. Liquidated Damages. Provisions for liquidated damages, if any, are set forth in the Agreement. 7, Substitute and "Or Equal" Items. The Contract is on the basis of materials and equipment described in the Drawings or specified in the Specifications without consideration of a possible substitute or "or -equal" items. Whenever it is indicated in the Drawings or specified in the Specifications that a substitute or "or -equal" item of material or equipment may be furnished or used by the CONTRACTOR if acceptable to the CITY, application for such acceptance will be considered by the CITY. The procedure for submission of any such application by CONTRACTOR and consideration by the CITY is set forth in Paragraphs 6.7.1, 6 7.2 and 6.7.3 of the General Conditions and may be supplemented in the General Requirements. S. Subcontractors, Suppliers and Others. 8.1 The Supplementary Conditions require the identity of Subcontractors, Suppliers and other persons and organizations proposed (including those who are to furnish the principal items of material and equipment) for those portions of the Work for which such identification is required in Section 660. Such lists will be accompanied by an experience statement with pertinent information regarding similar projects and other evidence of qualification for each such Subcontractor, Supplier, person or organization. If CITY, after due investigation, has a reasonable objection to any proposed Subcontractor, Supplier, other person ISSUED 06/19/2000 30-2 INSTRUCTIONS TO CONTRACTOR or organization, may, before the Contract is awarded, request apparent CONTRACTOR. to submit an acceptable substitute, in which case apparent CONTRACTOR Will submit an acceptable substitute. 8.2. No CONTRACTOR will be required to employ any Subcontractor, Supplier, other person or organization against whom CONTRACTOR has a reasonable objection. 9. Evidence of Insurance. Article 5 of the General Conditions and Paragraph SC-5.4.6 of the Supplementary Conditions set forth CITY's requirements as to insurance. 10. Schedules. Contractors will submit a proposed project schedule illustrating major milestone events and interdependencies between events for the purpose of timely project completion with its Bid. END OF SECTION ISSUED 06/19/2000 30-3 INSTRUCTIONS TO CONTRACTOR SECTION 040 CONTRACT PRICING FORM (Based upon EJCDC No. 1910-8) CONTRACT NO. F02000 CONSTRUCTION OF UTILITIES COMMUNICATION SYSTEM PHASE II CITY OF VERNON Vernon, California THESE NEGOTIATING PRICES ARE SUBMITTED TO: City of Vernon Purchasing Department 4305 Santa Fe Avenue Vernon, CA 90058 1. The undersigned CONTRACTOR proposes and agrees to enter into an Agreement with CITY in the form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Negotiating Price and within the Times indicated in this Contact. 2. CONTRACTOR accepts all of the terms and conditions of the Instructions to CONTRACTORS. The CONTRACTOR will sign and deliver the required number of counterparts of the Agreement with the Performance Bonds, evidence of insurance and other documents required by the Contract. 3. In submitting this Contract Pricing Form, CONTRACTOR represents, as more fully set forth in the Agreement, that: a. CONTRACTOR has examined and carefully studied the Contract Documents and the following Addenda, receipt of all which is hereby acknowledged: ADDENDUM NUMBER DATE NONE 6/19/2000 IssuED 06/19/2000 CONTRACT PRICING FORM b. CONTRACTOR has visited the site and become familiar with and is satisfied as to the general, location and site, conditions that may affect cost, progress, performance or furnishing of the Work. C. CONTRACTOR is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress, performance and furnishing of the Work. d. CONTRACTOR is aware of the general nature of Work to be performed by CITY and others at the site that relates to the Work for which this Contract Pricing Form is submitted as indicated in the Contract Documents. e. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents. f. CONTRACTOR has given CITY written notice of all conflicts, errors, ambiguities or discrepancies that CONTRACTOR has discovered in the Contract Documents and the written resolution thereof by CITY is acceptable to CONTRACTOR, and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performing and furnishing the Work for which this Contract Pricing Form is submitted. g. This Contract Pricing Form is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; CONTRACTOR has not directly or indirectly induced or solicited any other Contractor to, submit a false or sham pricing; CONTRACTOR has not solicited or induced any person, firm or corporation to refrain from pricing; and CONTRACTOR has not sought by collusion to obtain for itself any advantage over any other Contractor or over CITY. h. CONTRACTOR represents that it can meet insurance requirements set forth in the General and Supplementary Conditions and that CONTRACTOR shall provide the required certificate of insurance, or other evidence thereof, before CITY awards the contract to CONTRACTOR. i._ CONTRACTOR -has included a_ proposed. project_ schedule with its proposal. 4. CONTRACTOR will complete the Work in accordance with the Contract Documents for the following price(s): IssuED 06/19/2000 CONTRACT PRICING FORM CONSTRUCTION OF UTILITIES COMMUNICATION SYSTEM PHASE II This portion of Contract Pricing Form includes the sub -project titled Traffic Engineering Applications. Bid Bid Item Unit Quantity Unit Price Total Price Schedule Description A. Strand and Hardware Placement 50,000' $ .68 $ 34,000.00 Aerial Fiber Placement 55 Y0,000' $ .68 $ 37,400.00 Underground Fiber Placement 3,600' $ .60 $ 2,160.00 Riser Assembly Placement 3 $ 220.00 $ 660.00 Aerial slack loop with snow -shoes pl. 50 $ 155.00 $ 7, 750.00 Guard Arm / Cable Arm Placement 175 $ 50.00 $ 8,750.00 Extension Arm / 5' Cable Arm Placement 100 $ 110.00 $ 1.1, 000.00 Atlantic Blvd. Bridge Crossing 1 $ 5 , 000.00 $ 5 , 000.00 E. 26 TH Street Bridge Crossing 1 $ 2,750.00 $ 2, 750.00 (8'-10') Ext. Arm / Cable Arm Placement 10 $ 260.00 $ 2,600.00 Rearrangement / Cable Move 30 $ 25.00 $ 750.00 Dirt Anchor Placement 1 $ 385.00 $ 385.00 Down Guy to Existing Anchor Placement 32 $ 46.00 $ 1,472.00 O.H Wire pole to pole placement 24 $ 158.00 $ 3,792.00 New Vert. Ground and Bond 40 $ 100.00 $ 4 , 000.00 Aerial Splice Encl. Slack loop Placement 9 $ 220.00 $ 1, 980.00 Bonding Placement to Existing Fac. 15 $ 25.00 $ 375.00 Manhole/Vault Slack loop placement 8 $ 54.00 $ 432.00 Cable Markers W/City ID Info. 396 $ 2.00 $ 792.00 144-S Straight Splice W/ Case 1 $ 5,028.00 $ 5,028.00 Terminate 24 '-S at Ybarra Sub. P. Panel 1 $ 966.00 $ 966.00 144 -S Straight Splices w/ Case 3 $ 5,028.00 $ 15,084.00 24 -S Open Sheath Splice w/Case 6 $ 1,150.00 $ 6 , 900.00 1.25 Inner Duct Placement 3,730 Lf $ 2.90 $ 10, 817.00 Miscellaneous Work (Itemize separately) SUB -TOTAL PRICE (A) $164 , 843.00 B. * 144 Strand OPS Fiber Optics Cable 60,000 S$A0101 $ 4.00 $240 , 000.00 Miscellaneous Work (Itemize Separately) 2 $ 1, 450.00 $ 2,900.00 SUB -TOTAL PRICE (B) $242 , 900.00 TOTAL PROJECT II PRICE $407, 743.00 (use Four Hundred Seven Thousand, Seven Hundred Forty -Three words) Dollars and No Cents. PRICES ABOVE INCLUDE SALES AND USE TAX EXCEPT THE * City of VernonCao p�rovi eEmakep'Bready of 'existing duct bank. ISSUED 06/19/2000 CONTRACT PRICING FORM * Pending availability and market price at time of contract approval. Price of cable is before sales taxes. Sales taxes will be added to this price. 5. The following prices shall be used to adjust the lump sum price for changes to the specifications or quantities shown in the Contract Documents. Unit adjustment prices shall include all materials, equipment and labor for a unit installed in place as applicable. UNIT ADJUSTMENT PRICES: PRASE II Unit Price Unit Add Deduct Strand and Hardware Ft $ .68 $ .68 Placement _ 68 .68 Aerial Fiber Placement Ft $ .60 $ .60 Underground Fiber Ft $ $ Placement .60 .60 Riser Assembly Each $ 220.00 $ 220.00 Rearrangement / Cable Each $ $ Move 25.00 25.00 1.25" Inner Ducts Lf $ 2.90 $ 2.90 Manhole wall attachments Each $ 54.00 $ 54.00 Fig. 8, Slack Loop Each $ 155.00 $155.00 Guard Arm / Cable Arm Each $ 50,00 $ 50.00 Ext. Arms / 5' Cable Arm. Each $ 110.00 $110.00 (8'-10') Ext. Arm Each $ 260.00 $260.00 Anchor Placement (Dirt) Each $ 385.00 $385.00 O.H. pole to pole Guys Each $ 158.00 $158.00 Down Guys to ex. Anchors Each $ 46.00 $ 46.00 Bonding Placement Each $ 25.00 $ 25.00 Miscellaneous Work Each $ $ Railroad crossing using flagmen or aerial duct. Each $1,45.00 Unit..Price Unit Add Deduct Weatherproof Splice Each $1, 025 .00 $ 1,025.00 Enclosures - 144-S Fusion Splices Each $ 28.00 $ 28.00 Open Sheath Prep. w/case Each $1,150.00 $ 1,150.00 ISSUED 06/19/2000 CONTRACT PRICING FORM CONSTRUCTION OF UTILITIES COMMUNICATION SYSTEM PHASE III Bid Bid Item Unit Quantity Unit Price Total Price Schedule Description A. Strand and Hardware Placement 10,000' $ .68 $ 6,800.00 Aerial Fiber Placement 13 , 000 A PM/0' $ .68 $ 8,840.00 Underground Fiber Placement 3,122' $ .60 $ 1,873.20 Aerial slack loop with snow -shoes pl. 10 $ 155.00 $ 1,550.00 Steel Pole Attachments 2 $ 225.00 $ 450.00 Guard Arm / Cable Arm Placement 30 $ 50.00 $ 1,500.00 Extension Arm / 5' Cable Arm Placement 34 $ 110.00 $ 3,740.00 (8'-10') Ext. Arm / Cable Arm Placement 10 $ 260.00 $ 2,600.00 Rearrangement / Cable Move 10 $ 25.00 $ 250.00 Down Guy to Existing Anchor Placement 2 $ 46.00 $ 92.00 O.H Wire pole to pole placement 4 $ 158.00 $ 632.00 New Vert. Ground and Bond 5 $ 100.00 $ 500.00 Bonding Placement to Existing Fac. 10 $ 25.00 $ 250.00 Riser Assembly Placement 2 $ 220.00 $ 440.00 Manhole/Vault Slack loop placement 8 $ 54.00 $ 432.00 Aerial Splice Encl. Slack loop Placement 3 $ 220.00 $ 660.00 144-S Straight Splices W/Case 2 $5, 028.00 $10 , 056.00 24-S Open Sheath Prep. W/Case 1 $1,150.00 $ 1,150.00 Cable Marking w/ City I.D Info. 76 $ 2.00 $ 152.00 1.25 Inner Duct Placement (includes 4,300Lf $ 2.90 $12.1470.00 material) Miscellaneous Work (Itemize separately) SUB -TOTAL PRICE (A) $54,437.20 B. * 144 Strand OPS Fiber Optics Cable 17,000' $ $68 , 000.00 Miscellaneous Work (Itemize Separately) $ $ SUB -TOTAL PRICE (B) $68, 000.00 TOTAL PROJECT III PRICE $122, 43 7.20 (use One Hundred Twenty -Two Thousand, Four Hundred Thirty -Seven words) Dollars and 20 Cents PRICES ABOVE INCLUDE SALES AND USE TAX EXCEPT THE PRICE OF FIBER CABLE. IssuED 06/19/2000 CONTRACT PRICING FORM * Pending availability and market price at time of contract approval.. Price of cable is before sales taxes. Sales .taxes will added to this price. CONSTRUCTION OF UTILITIES COMMUNICATION SYSTEM PHASE IV Bid Bid Item Unit Quantity Unit Price Total Price Schedule Description A. Strand and Hardware Placement 800' $ .68 $ 544.00 Overlash to. Existing Strand 200' $ .75 $ 150.00 Aerial Fiber Placement 1, 400 Y,000' $ .68 $ 952.00 Underground Fiber Placement 600' $ . 60 $ 360.00 Cable Marking w/ CITY ID Info. 13 $ 2.00 $ 26.00 Aerial slack loop with snow -shoes pl. 4 $ 155.00 $ 620.00 Guard Arm / Cable Arm Placement 8 $ 50.00 $ 400.00 Extension Arm / 5' Cable Arm Placement 4 $ 110.00 $ 440.00 New Groung and Bond 2 $ 100.00 $ 200.00 Bonding Placement to Existing Fac. 4 $ 25.00 $ 100.00 O.H. Guy pole to pole placement 2 $ 158.00 $ 316.00 Riser Assembly Placement 2 $ 220.00 $ 440.00 24 Fiber Patch Panel (Wall Mount) 2 $ 2 , 5 75.00 $ 5,150.00 24 Fiber Patch Panel (23" Rack Mount) 2 $ 2,575.00 $ 5,150.00 23' x T Aluminum Rack w/ mountings 2 $ 285.00 $ 570.00 Termination of 24 strand at each patch P. 4 $ 950.00 $ 3,800.00 24 Fusion splicing at existing spline Encl. 2 $ 950.00 $ 1, 900.00 24 Fusion Splicing in new Splice Encl. 2 $ 956.00 $ 1, 900.00 Weatherproof Splice Encl. 2 $ 790.00 $ 1,580.00 1.25" Inner Duct Placement 600 LF $ 2.90 $ 1, 740.00 ManholeNault Slack loop placement 2 $ 54.00 $ 108.00 Miscellaneous Work (Itemize separately) $ $ SUB -TOTAL PRICE (A) $ 26, 446.00 B. * 24 Strand OPS Fiber Optics Cable 2,000' $ .95 $ 1,900.00 Miscellaneous Work (Itemize Separately) $ $ SUB -TOTAL PRICE (B) $ 1,900.00 TOTAL PROJECT III PRICE $28, 346.00 (use Twenty -Eight Thousand', Three Hundred Forty -Six Dollars words) and No Cents. PRICES ABOVE INCLUDE SALES AND USE TAX EXCEPT THE PRICE OF FIBER CABLE. ISSUED 06/19/2000 CONTRACT PRICING FORM * Pending availability and amrket price at time of contract approval. Price of cable is before sales tax. Sales tax will be added to this price. 5. The following prices shall be used to adjust the lump sum price for changes to the specifications or quantities shown in the Contract Documents. Unit adjustment prices shall include all materials, equipment and labor for a unit installed in place as applicable. UNIT ADJUSTMENT PRICES: PHASE IV Unit Strand and Hardware Ft Placement Aerial Fiber Placement Ft Underground Fiber Ft Placement Riser Assembly Each Rearrange / Cable Move Each 1.25" Inner Ducts Lf Manhole wall attachments Each Fig. 8, Slack Loop Each Guard Arm / Cable Arm Each Eat. Arms / 5' Cable Arm. Each (8'-10') Eat. Arm Each O.H. pole to. pole Guys Each Down Guys to ea. Anchors Each Bonding Placement Each Fusion Splices Each Unit Price Add Deduct .68 .68 $ .68 S .68 $ ;S .60 .60 $220.00 S 220.00 $ 25.00 S 25.00 $ 2.90 S 2.90 $ 54.00 S 54.00 $155.00 S 155.00 $ 50.00 S 50.00 $110.00 $ 110.00 $260.00 S 260.00 $158.00 $ 158.00 $ 46.00 S 46.00 $ 25.00 S 25.00 S 28.00 S 28.00 6. CONTRACTOR agrees to provide written change order submittals for the CITY `s approval IssuED 06/19/2000 CONTRACT PRICING FORM prior to exceeding any of the proposed Contract quantities. 7. CONTRACTOR agrees that the Work will be completed within 90 days from the date when the Contract Time commences to run as provided in paragraph 2.3. of the General Conditions, and completed and ready for final payment in accordance with paragraph 14.13. of the General Conditions. * See clarification 8. CONTRACTOR accepts the provisions of the Agreement as to liquidated damages.** see Clarification 9. The following documents are attached to and made a condition of this Contract: A. Required Performance Bond in the form of B. A tabulation of Subcontractors, Suppliers and other persons and organizations required to be identified in this Contract (Section 060) C. Descriptions of any exceptions taken to the Procurement Documents. (If additional exceptions are attached to Contract, clearly mark as exceptions.) 10. Communications concerning this Contract shall be addressed to CONTRACTOR as, follows: Name: Title: Address: Brett A. Johnson Vice President. Physcial: Mailing: 10575 Banana Avenue P.O. Box 3809 Fontana, CA 92337 Rancho Cucamonga, CA 91729 11. The terms used in this Contract which are defined in the General Conditions of the Contract or Instructions will have the meanings indicated in the General Conditions or Instructions. * VCI Telcom agrees to completion of job within 90 days after the fiber cable is delivered. ** VCI Telcom accepts the provisions of the agreement as to liquidated damages pending the delivery of the fiber cable. ISSUED 06/19/2000 CONTRACT PRICING FORM SUBMITTED ON July 26, 2000 if CONTRACTOR is: State CONTRACTOR's License No. 765 716 An Individual BY................................. :................................................................. (Individual's Name) doing business as .................................................................. Business Address ..................................... ................................................... ............................................................................. TelephoneNo........................................................................................... A Partnership BY................................................................................................... (Firm Name) Business Address........................................................................................ ................................................................. TelephoneNo........................................................................................... A Corporation BY..................... VC I..... 1 c om, Inc......................................................... (Corporation Name) Delaware .................................................. ................................................... (State of Incorporation) BY ................... ....Brett..A... John. . son..................f ..�7: :!?�........... ... ....... (Name of Person Authorized to Sign) Vice President .......... ................ ............................. (Title) (Corporate Seal) Attest.... .... ... ........ .........Secretary) ..........................i.................. 10575 Banana Avenue, Fontana, CA 92337 (Physcial Address) Business Address......................................................................... P.O. Box 3809. ,. Ranch Cucamonga x , CA , , 9,1729.. (�1a�� leg .4ddx ess) Telephone No. . ... ....i909)..823-7570............................................................. A Joint Venture BY............................................................................................... (Name) .................................................................... (Address) _ BY.............................................ame).............................................. ....... ......................... ............. (Address) (Address and telephone number for official communications) (Each joint venturer must sign. The manner of signing for each individual, partnership and corporation that is a party IssuED 06/19/2000 CONTRACT PRICING FORM SECTION 060 SUBCONTRACTOR LIST The following Subcontractors, suppliers, other persons and organizations are proposed to be employed to furnish portions of the Work. . % OF TOTAL NAME ADDRESS TYPE OF CONSTRUCTION CONTRACT PRICE ISSUED 6/19/2000 060-1 SUBCONTRACTOR LIST SECTION 070 AGREEMENT BETWEEN CITY AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE (Based on EJCDC 1910-8-A-1, 1990 Edition) THIS AGREEMENT is dated as of the day of August in the year 2000 by and between the City of Vernon (hereinafter called CITY) and VCI Telecom, Inc. (hereinafter called CONTRACTOR). CITY and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1. CONTRACT DOCUMENTS. The Contract Documents which comprise the entire agreement between CITY and CONTRACTOR concerning the Work consist of the following: 1.1. This Agreement (pages 070-1 to 070-6, inclusive). 1.2. Performance Bond (Attachments A). 1.3. General Conditions (pages 1 to 42, inclusive), identified as Section 080. 1.4. Supplementary Conditions 1.5. Specifications identified in Table of Contents. 1.6. Drawings, and Plans and Pole Inventory Cards and other similar items identified in Section 020 (List of Drawings and Plans). 1.7. Evidence or Certificate of Insurance (Attachment B). 1.8. All written amendments and other documents amending, modifying or supplementing the Contract Documents pursuant to paragraphs 3.5. and 3.6. of the General Conditions which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto. The documents listed in paragraphs 1.1 through 1.8 above are attached to this Agreement, as so noted above, or are incorporated by reference. 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N N W a. N T uj u �- � Uj �^ r ob �1 a o LL Z S dJ 8 _- u+ YI O W Pl � .c N S $I �I �I 4f-I �I W z cl: O O F H z z a 2w WW W >_� W fn J Q-Y W-�_U - - U Q m itd � It it uF �n it 11 WR' � P F F- > n n a � � m p a W W in w W� IllIx u a a u rX Q it iti v C) 3 X W W 0 � a x ? z � v<ot=ot a $ R m COD u u 'a' a a a co m i 4 O yj a � � v v U x _ (4 Y Z w w C9 d� PULL ON POLE y s 920 = 9 8 s DS$ x 26g (y �I l r l 101 x r rl �?t o x W Q LU can 6 t�iJ < MA a oz< d Z F o ►� oo In m Q 9 a 2 u+ w� - 1R 3 k p a Q Ir a -A W w ? LL' a ,• 3 W z O z(n z t nQ I.L (n. LL O Q E aw 0 W a U W U J 05OW20- - w8mmSm wix o ,- a m u_j a ~ n u a n n Q � z 0 i to W i w m J N U oW J�$R 11 l o Q O J II Q Q lox, 1 FXX- IQI � 1 v UUOD WC73X W 0 O 0 Z H Q S z z m O Sa�RORo. ��m m 11 11 11 a gam i1 z O U � 0 , �WW Y F- W U PULL ON POLE y V o 11E !k $ ml to i o FkA g� of °O 2 J \ ,. z Article 2. WORK. CONTRACTOR will complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: Construction of Utilities Communication System - PHASE II The Work and the Project for which the Work under the Contract Documents may be the whole or only a part as generally described in the Summary of Work Section 100. Article 3. CITY. The Work has been designed by the City of Vernon. The CITY and designated representatives will assume all duties and responsibilities in connection with completion of the Work in accordance with the Contract Documents. Article 4. CONTRACT TIMES. 4.1. The Work will be completed within 60 calendar days from the date of CITY's acceptance of delivered iibpr cable or when the Contract is executed, whichever is later, as provided in paragraph 2.3. of the General Conditions, and ready for final payment in accordance with paragraph 14.13. of the General Conditions. 4.2. Liquidated Damages. CITY and CONTRACTOR recognize that time is of the essence in this Agreement and that CITY will suffer financial loss if the Work is not completed within the times specified in paragraph 4.1. above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. CONTRACTOR recognizes the delays, expense, and difficulties involved in proving the actual loss suffered by CITY if the Work is not completed on time. Accordingly, instead of requiring any such proof, CITY and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR will pay CITY two Hundred Dollars ($200) for each day that expires after the time specified in paragraph 4.1. above.. Article 5. CONTRACT PRICE. CITY will pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the amounts determined pursuant to paragraphs 5.1 and 5.2 below: 5.1 The contract price shall be a total of Five Hundred Eighty -Two Thousand Five Hundred Forty -Three Dollars and Forty -Five Cents ($582,543.45). The contract price includes taxes. All specified cash allowances are included in the, above price and have been computed in accordance with paragraph 11.8 of the General Conditions and the Contract Pricing Form. ISSUED 06/19/2000 70-2 AGREEMENT 5.2 Change orders will be in writing and pricing will be in accordance with Section 180 of the Contract Documents. 5.3 After the completion of line hardware and strand placement, and after the completion of system build, CONTRACTOR will provide to CITY a complete inventory of material used for the purpose of making milestone schedule payments as set forth in Article 6. Article 6. PAYMENT PROCEDURES. CONTRACTOR will submit Applications for Payment in accordance with Article 14 of the General Conditions. Payment will be made based upon completion of the performance milestones. The CONTRACTOR will submit to the CITY a request for payment for each milestone that has been met. Payments will be made to the CONTRACTOR on the following milestone schedule: a) Fifty percent (50%) of the Contract Price will be paid upon CITY's acceptance of a minimum 60,000 feet of fiber cable. CONTRACTOR must furnish test data for each fiber reel with the request for payment. b) Twenty percent (20%) of the Contract Price set forth in Article 5.1 upon CITY's acceptance of as built and complete hardware inventory documents relating to strand and pole hardware placement completion. c) Ten percent (10%) of the Contract Price will be paid upon CITY's acceptance of the fiber cable placement. d) The remainder of the Contract Price will be paid upon CITY acceptance of a complete system. CONTRACTOR must submit a complete and final as -built inventory of all hardware and material used for the Work with the request for payment. The CITY will make payment within thirty (30) days of receipt of a request for payment. When the CONTRACTOR has completed all work in accordance with the terms of the Contract Documents, the CONTRACTOR will submit to the CITY a request for final payment. The request for final payment will constitute a waiver of all claims by the CONTRACTOR except for claims specifically listed in the request. CONTRACTOR's submission of its request for final payment will constitute its warrant that the CONTRACTOR has to the best of its knowledge fully completed all work included in the Contract and has fully paid for labor, materials, equipment, services, taxes and all other costs and expenses resulting from this Contract. ISSUED 06/19/2000 70-3 AGREEMENT Article 7. INTEREST. All monies not paid when due as provided in Article 14 of the General Conditions will bear interest at the maximum rate allowed by law at the place of the Project. Article 8. CONTRACTOR'S REPRESENTATIONS. In order to induce CITY to enter into this Agreement, CONTRACTOR makes the following representations: 8.1. CONTRACTOR has examined and carefully studied the Contract Documents (including the Addenda listed in paragraph 3.a of Contract Pricing Form) and the other related data identified in the Contract Documents including "technical data." 8.2. CONTRACTOR has visited the site and become familiar with and is satisfied as to the general, local and site conditions that may affect cost, progress, performance or furnishing of the Work. 8.3. CONTRACTOR is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress, performance or furnishing of the Work. 8.4. CONTRACTOR is aware of the general nature of work to be performed by CITY and others at the site that relates to the Work as indicated in the Contract Documents. 8.5. CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the site, reports and drawings identified in the Contract Documents and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents. 8.6. CONTRACTOR has given CITY written notice of all conflicts, errors, ambiguities or discrepancies that CONTRACTOR has discovered in the Contract Documents and the written resolution thereof by CITY is acceptable to CONTRACTOR, and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. Article 9. MISCELLANEOUS. 9.1. Terms used in this Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated in the General Conditions. 9.2. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on any of the parties hereto without the written consent of the party sought to be bound; and, specifically but without limitation, monies that may become due and monies that are due may not be assigned without such consent (except to the extent ISSUED 06/19/2000 70-4 AGREEMENT. that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 9.3. CITY and CONTRACTOR each binds itself, its partners, successors and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents. 9.4. Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation will be deemed stricken, and all remaining provisions will continue to be valid and binding upon CITY and CONTRACTOR, who agree that the Contract Documents will be reformed to replace�such stricken provision or part thereof with a valid and enforceable one that comes as close as possible to expressing the intention of the stricken provision. ISSUED 06/19/2000 70-5 AGREEMENT PERFORMANCE BOND (to be attached by VCI upon execution) ATTACHMENT A EVIDENCE OR CERTIFICATE OF INSURANCE ATTACHMENT B 6 JaiffN IL-WaR Am S®gyp iLoff,oP. @'Kwance POST OFFICE BOX 1388 - HOUSTON, TEXAS 77251-1388 August 3, 2000 Mr. Otis Smith Purchasing Department City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: VCI Telcom, Inc. Utilities Communications System Dear Mr. Smith: I am attaching a certificate of insurance for the above named insured, along with a letter of certification from the insurance company for the renewal of the policy. If you should have any questions, please give us a call. Sincerely, JOHN L. WORTHAM & SON, L.L.P. /11:�l .---e> Betty Gonzalez :bjg encls. !/ cc. VCI Telcom, Inc. P. O. Box 3809 Rancho Cucamonga, CA 91729-3809 WORTHAM TOWER • AMERICAN GENERAL CENTER • 2727 ALLEN PARKWAY • 77019 TELEPHONE 713/526-3366 • FAX 713/526-7018 • TELEX 76-2850 • CABLE WORTHAMSON HOU Kemper. Insurance Companies August 1, 2000 Mr. Otis Smith Purchasing Department City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Contractor: VCI Telcom d/b/a VCI Policy Numbers: WC A/O: 5BA 129 688-00 GL Deductible (US) 5AA 045 445-00 AUTO (A/O) 175D 007 879-00 Dear Mr. Smith, This letter shall certify that the coverage and statements relating to the captioned commercial insurance policies in the standard Certificate of Insurance attached are true and correct. This will also confirm that I am authorized to so certify the polices and coverage's above as shown on the attached Certificate of Insurance. ly, Jo n F. AnkFeTrIik`�-` Underwriting Director RISK MANAGEMENT SERVICES 972/364-5212 Voice ' 972-364-5255 FAX 800/442-4059 12377 Merit Drive Suite 1400 • Dallas, TX 75251-3225 LYNDA L. C'A8E MY COMMISSION EXPIRES July 30, 2001 xx X -ACORD Nam N .......... X.: ......... ........... DATE (MMIDD[YY) . ........ .... V. 07/26/2000.:ji: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PRODUCER JOHN L. WORTHAM & SON, L.L.P. P.O. BOX 1388 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. HOUSTON, TEXAS 77251-1388 COMPANIES AFFORDING COVERAGE COMPANY 071555-00090-2001A-000185 DGC/ECB 1/1 A LUMBERMENS MUTUAL CASUALTY COMPANY INSURED COMPANY VCI TELCOM, INC. B RLI INSURANCE COMPANY COMPANY P. 0. BOX 3809 RANCHO CUCAMONGA, CA 91729-3809 C COMPANY D . ................................................ ................................................... . ..... .... ... ............. ........ ............................................ . .... .......................... ................................... . . ............................... --- - �x C. ........................... ........ ...... . ....... x ..................................... ................. .. ...... . ................. .... :. .. :. ... ......................... ...... ..x . . . . . . ....... .. ............ . ....................... ... ...... ......... . . .. ........ .................. X .. ...... ........ ... .............. ..... ............ .... ............... x ......... ...... :x .. .. . .......... ............... ................. ................................................................... .......... X.. ............... .... . .. . . 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. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DDfYY) POLICY EXPIRATION DATE (MMIDD[YY) LIMITS A GENERAL LIABILITY 5AA00704544500 08/01/2000 08/01/2001 GENERAL AGGREGATE $ 2,000,000 X PRODUCTS - COMP/OP AGG $ 2,000,000 COMMERCIAL GENERAL LIABILITY COVERAGE IS EXCLUDED IN CLAIMS MADE[ X] OCCUR THE STATE OF NEVADA PERSONAL & ADV INJURY $ 1,000,000 OCCURRENCE $ 1,000,000 OWNER'S & CONTRACTOR'S PROT -EACH FIRE DAMAGE (Any one fire) $ 1,000,000 MED EXP (Any one person) $ 10,000 A AUTOMOBILE LIABILITY F5DO0788000 (TX) 08/01/2000 08/01/2001 A ANY AUTO F5DO0787900 (0/S) 08/01/2000 08/01/2001 COMBINED SINGLE LIMIT $ 1,000,000 X BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS COVERAGE IS EXCLUDED IN THE STATE OF NEVADA X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS X RPROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: . .......... :::::: ................ ........... ......... I .................. ....................... ................ ........................................ ANY AUTO EACH ACCIDENT AGGREGATE EXCESS LIABILITY OCCURRENCE EACH OCCURRENCE b AGGREGATE -_5,000,000 s 5,000,000 B X UMBRELLA FORM OUL0023996 08/01/2000 08/01/2001 OTHER THAN UMBRELLA FORM A WORKERS COMPENSATION AND 5BA12968900 (AZ & LA) 08/0112000 08/01/2001 X I STATUTORY LIMITS .................. A EMPLOYERS' LIABILITY 5BA12969000 (OR & WI) 08/01/2000 08/01/2001 EACH ACCIDENT $ 1,000,000 DISEASE - POLICY LIMIT $ 1,000,000 A THE PROPRIETOR/ X INCL PARTNERS[EXECUTIVE 5BA12968800 (STATES OTHER THAN 08/01/2000 08/01/2001 DISEASE - EACH EMP—LOYEE+$ 1,000,000 OFFICERS ARE: EXCL MONOPOLISTIC, AZ,LA,OR,WI & NV OTHER PROPERTY - SEE ATTACHED DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS SEE ATTACHED RE: UTILITIES COMMUNICATIONS SYSTEM Zb 14"i W.' ...... .... ..... ..... .... . ....... * ....... . . . . . . . . . . . . . . . . . . . . . . . . . . x.-Mm . . . . . . . . . . . . . . . . . . . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL CITY OF VERNON, ITS OFFICERS, & EMPLOYEES 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, ATTN: PURCHASING DEPT. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 4305 SANTA FE AVE OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORYED REPRES T, ohn Twort4ain 9 Sion,.,g. ...... ........... . . . . . . . . . . VERNON, CA 90058 ............. N. ATTACHMENT TO CERTIFICATE OF INSURANCE NO. 071555-00090-2001A-000185 DGC/ECB 1/1 CERTIFICATE HOLDER: INSURED: CITY OF VERNON, ITS OFFICERS, & EMPLOYEES VCI TELCOM, INC. GENERAL LIABILITY POLICY INCLUDES CITY OF VERNON, ITS OFFICERS, AND EMPLOYEES AND RMI UTILITY SERVICES AS ADDITIONAL INSUREDS WHEN REQUIRED BY WRITTEN CONTRACT BUT ONLY WITH RESPECT TO LIABILITY ARISING OUT OF NAMED INSURED'S WORK FOR ADDITIONAL INSURED. ATTACHMENT TO CERTIFICATE OF INSURANCE NO. DKC/ECB 1/1 CERTIFICATE HOLDER: * M A S T E R PROPERTY COVERAGE WRITTEN UNDER POLICY NO. PRO 191281726 WITH CONTINENTAL CASUALTY INSURANCE COMPANY EXPIRING ON 08/01/2001. I. LOSS LIMIT (ANY ONE OCCURRENCE), COVERING: 1) REAL $25,000,000 2) PERSONAL INCLUDED 3) EDP EQUIPMENT AND MEDIA INCLUDED 4) BUSINESS INCOME -INCLUDING EXTRA EXPENSE INCLUDED SUBLIMIT: 5) CALIFORNIA EARTHQUAKE -PER OCCURRENCE/ANNUAL AGGREGATE $ 2,750,000 II. CONTRACTORS EQUIPMENT 1) EQUIPMENT -ANY ONE OCCURRENCE $31,500,000 2) UNSCHEDULED ITMES-ANY ONE ITEM $ 1,500,000 3) BORROWED OR RENTED ITEMS - LIMIT IS PER ITEM $ 1,500,000 4) NEWLY ACQUIRED $ 2,500,000 III. INSTALLATION / BUILDERS RISK 1) JOBSITE-ANY ONE OCCURRENCE $10,000,000 2) TEMPORARY STORAGE $ 5,000,000 3) ANY ONE DISASTER $10,000,000 4) TRANSIT $ 1,500,000 5) DEBRIS REMOVAL $ 1,500,000 6) FLOOD $ 2,500,000 7) EARTHQUAKE $ 2,500,000 VALUATION: 1) REPAIR OR REPLACE WITH LIKE KIND AND QUALITY 2) AMOUNT REQUIRED BY LEASE OR RENTAL AGREEMENT AS RESPECT RENTAL EQUIPMENT. CERTIFICATE HOLDER IS ADDED AS LOSS PAYEE AS THEIR INTEREST MAY APPEAR. State of h i County of L-®--s A-)i 6Z(e' s' On 60 before me, 104bl0 Un )eQm�?? �1?_s (DATE) (NAME/TITLE OF OFFICER-i.e."JANE DOE, NOTARY PUBLIC") personally appeared kev' 2H ®�l®C /6 INAME(SI OF SIGNER(SI) personally known to me -OR- ❑ coyM� 11 {"30138N w°io r �"� MgComm.&.P• citt. 11.2W2 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is/are subscribed to the within- instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. (SEAL) C / 9_&(Sl GNATURE OF NOTARY) � ATTENTION NOTARY The information requested below and in the column to the right is OPTIONAL. Recording of this document is not required by law and is also optional. It could, however, prevent fraudulent attachment of this certificate to any unauthorized document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above RIGHT THUMBPRINT (Optional) 0 0 CAPACITY CLAIMED BY SIGNERIS) ❑INDIVIDUAL(S) ORPORATE _ OFFICER(S) Vice pi%l[cL* (TITLES) ❑PARTNER(S) ❑LIMITED ❑GENERAL ❑ATTORNEY IN FACT ❑TRUSTEEIS) ❑ GUARDIAN/CONSERVATOR ❑OTHER: SIGNER IS REPRESENTING: (Name of Person(s) or Entity(ies) VCT 7t' (C-001, Z17 r RIGHT THUMBPRINT (Optional) m a O CAPACITY CLAIMED BY SIGNER(S) ❑INDIVIDUAL(S) ❑CORPORATE OFFICER(S) (TITLES) ❑PARTNER(S) ❑LIMITED ❑GENERAL ❑ATTORNEY IN FACT ❑TRUSTEE(S) ❑GUARDIAN/CONSERVATOR ❑OTHER: SIGNER IS REPRESENTING: (Name of Person(s) or Entity(ies) WOLCOTTS FORM 63240 Rev. 3-94 (price class 8-2A) 01994 WOLCOTTS FORMS, INC. ALL PURPOSE ACKNOWLEDGMENT WITH SIGNER CAPACITY/REPRESENTATION/TWO .FINGERPRINTS - - This document ha, important legal consequence~: consultation with an attorney is encouraged with respect to its completion or modification. :►11:1 GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT Prepared by Engineers Joint Contract Documents Committee and Issued and Published Jointly By U PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A practice division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS AMERICAN CONSULTING ENGINEERS COUNCIL ■ AMERICAN SOCIETY OF CIVIL ENGINEERS f CONSTRUCTION SPECIFICATIONS INSTITUTE This document has been approved and endorsed by 6 The Associated General A•s a 11 Zontractors of America I ov These General Conditions have been prepared for use with the Owner -Contractor Agreements (No. 1910-A-1 or 1910-8-A-2) (1990 Editions). Their provisions are interrelated and a change in one may necessitate a change in the others. Comments concerning their usage are contained in the Commentary on Agreements for Engineering Services and Contract Documents (No. 1910-9) (1986 Edition). For guidance in the preparation of Supplementary Conditions, see Guide to the Preparation of Supplementary Conditions (No. 1910-17) (1990 Edition). When bidding is involved. the Standard Form of Instructions to Bidders (No. 1910-12) (1990 Edition) may be used. E)CDC No. 191" (1990 Edition) © 1990 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314 American Consulting Engineers Council 1015 15th Street, N.W., Washington,'DC 20005 American Society of Civil Engineers 345 East 47th Street, 14CW Construction Specifications Institute 601 Madison St., Alexandria, VA 22314 TABLE OF CONTENTS OF GENERAL CONDITIONS Amick or Paragraph Page Article or Paragraph Page Number & Title Number Number & Title Number 1. DEFINITIONS .. ............... ....... 13 2.5-2.7 Before Starting Construction; 1.1 Addenda ............................. 13 CONTRACTOR's Responsibility to 1.2 Agreement ............................ 13 Report: Preliminary Schedules; ' 1.3 Application for Payment ...... 13 Delivery of Certificates of 1.4 Asbestos ............................. 13 Insurance 15 1.5 Bid ....... . . • . • 13 2.8 Preconstruction Conference ........... 15 1.6 Bidding Documents .... ..... 13 2.9 Initially Acceptable Schedules ......... 16 ' 1.7 Bidding Requirements ................ � 13 13 3. CONTRACT DOCUMENTS: INTENT, 1.8 1.8 Bonds ............ .. Change Order .. ..... ........ ......... 13 AMENDING, REUSE ... .... ... 16 1.10 Contract Documents ... 13 3.1-3.2 Intent ...... .. ......... ....... 16 r 1.11 Contract Price 13 3.3 Reference to Standards and 1.12 ........................ Contract Times ........................ 13 Specifications of Technical Societies; 1.13 CONTRACTOR . ..... .......... 13 Reporting and Resolving , 1.14 defective 13 Discrepancies ...................... 16 1.15 Drawings 13 3.4 Intent of Certain Terms or Adjective;- 17 1.16 Effective Date of the Agreement ...... 13 3.5 Amending Contract Documents ... ... 17 1.17 ENGINEER 3.6 Supplementing Contract, Documents ... .17 1.18 ........... ENGINEER's Consultant 13 3.7 Reuse of Documents ................... 17 1.19 Field Order ........................... 13 4. AVAILABILITY OF LANDS; SUBSURFACE AND 1.20 General Requirements ................ 14 PHYSICAL CONDITIONS; REFERENCE POINTS. 17 1.21 Hazardous Waste ..................... 14 4.1 Availability of Lands .................. 17 1.22 Laws and Regulations; Laws or 4.2 Subsurface and Physical Conditions .. 17 Regulations .. .. ... 14 4.2.1 Reports and Drawings ................ 17 1,23 Liens .... 14 4.2.2 Limited Reliance by CONTRACTOR ' 1.24 Milestone . ....., 14 ........ Authorized; Technical Data .14 18 1.25 Notice of Award .. • . • . • ... • ........... 4.2.3 Notice of Differing Subsurface or 1.26 Notice to Proceed .................... 14 .. Physical Conditions ........ ,. .... 18 1.27 OWNER ........ .... .... .... 14 4.2.4 ENGINEER's Review ...............: 18 ' 1.28 Partial Utilization .... . • ..... 14 4.2.5 Possible Contract Documents Change 18 1.29 PCBs ................................. 14 4.2.6 Possible Price and Times Adjustments . 18 1.30 Petroleum .... . .. .. . ................ 14 4.3 Physical Conditions -Underground 1.31 Project .......... 14 Facilities ..... 18 1.32 Radioactive Material .................. 14 4.3.1 Shown or Indicated .. ........ 18 1.33 Resident Project Representative, ...... 14 4.3.2 Not Shown or Indicated .......... 19 1.34 Samples ........ ... ...... 14 4.4 Reference Points ........ 19 1.35 Shop Drawings .. . . 14 4.5 Asbestos, PCBs, Petroleum, Hazardous 1.36 Specifications ........... • • •. • ..... 14 Waste or Radioactive Material 19 1.37 Subcontractor ........................ 14 1.38 Substantial Completion ............... 14 5. BONDS AND INSURANCE s . ' "' ' 20 ' 1.39 Supplementary Conditions ....... 14 5.1-5.2 en o d Performance, Payment and Other Bonds. 20 1.40 Supplier ...............' .............. 14 5.3 Licensed Sureties and Insurers; - 1.41 Underground Facilities ................ 14 Certificates of Insurance 20 1.42 Unit Price Work 14 5.4 CONTRACTOR's Liability Insurance 20 1.43 I Work.................................` 15 5.5 . OWNER's Liability Insurance ........ 21 1.44 Work Change Directive ............... 15 5.6 Property Insurance ...... • - • • • • • 21 1.45 Written Amendment .................. 15 S.7 ddi Boiler and Machinery or Additional 2. PRELIMINARY MATTERS . ... . ... 15 Property Insurance ........ . ....... 21 2.1 Delivery of Bonds .................... 15 5.8 Notice of Cancellation Provisions ..... 21 2.2 Copies of Documents ................. 15 5.9 CONTRACTOR's Responsibility for 2.3 Commencement of Contract Times; Deductible Amounts ....... 22 Notice to Proceed 15 5.10 Other Special Insurance . 22 2.4 Starting the Work ..................... 15 5.11 Waiver of Rights`... ................ 22 ■ Article or Paragraph Page , Article or Paragraph Page Number Number d Title Number Number cC Title 29 5.12-5.13 Receipt and Application of Insurance 8.6 Change Orders ................. Proceeds ........................... 22 8.7 Inspections, Tests and Approvals ...... 29 5.14 Acceptance of Bonds and Insurance; 22 8.8 Stop or Suspend Work,. Terminate CONTRACTOR's Services ......... 29 Option to Replace .................. 5.15 Partial Utilization -Property 8.9 Limitations on OWNER's Insurance ... .. ....•.••.. 23 Responsibilities ..................... 30 8.10 Asbestos, PCBs, Petroleum, Hazardous 6. CONTRACTOR'S RESPONSIBILITIES ....... 23 Waste Or Radioactive Material ...... 30 , 6.1.6.2 Supervision and Superintendence ...... 23 8.11 Evidence of Financial Arrangements .. 30 6.3-6.5 6.6 Labor, Materials and Equipment ...... Progress Schedule .......... ......... 23 23 9. ENGINEER'S STATUS DURING., CONSTRUCTION • .. 30 6.7 Substitutes and "Or -Equal" Items; 9.1 OWNER's Representative ....... 30 CONTRACTOR'S Expense; 9.2 Visits to Site ........................... 30 Substitute Construction 9.3 Project Representative ................ 30 Methods or Procedures; 9.4 Clarifications and Interpretations ...... 30 ENGINEER's Evaluation .......... 23 9.5 Authorized Variations in Work ........ 30 6.8-6.11 Concerning Subcontractors, Suppliers and Others; Waiver of Rights ...... 24 9.6 9.7-9.9 Rejecting Defective Work ............. Shop Drawings, Change Orders and 30 6.12 Patent Fees and Royalties ............. 25 Payments ........................ 31 6.13 Permits ...:................. , ......... 25 9.10 Determinations for Unit Prices .. 31 6.14 6.15 Laws and Regulations .... .... • • Taxes ..... ...... 25 25 9.11-9.12 Decisions on Disputes; ENGINEER as Initial Interpreter 6.16 ....... ..... Use of Premises ...................... 26 9.13 Limitations on ENGINEER's 6.17 Site Cleanliness ........... • ..... • • ..'• . 26 Authority and Responsibilities ...... 31 6.18 Safe Structural Loading ............... 26 6.19 Record Documents - 26 10.. CHANGES IN THE WORK • • 32 6.20 Safety and Protection ................. 26 10.1 OWNER Ordered Change ......... 32 6.21 6.22 Safety Representative ............... Hazard Communication Programs ..... 26 27 10.2 10.3 Claim for Adjustment ................. Work Not Required by Contract 32 ' 6.23 Emergencies ........ ................. 27 Documents ......................... 32 6.24 Shop Drawings and Samples . • .... • • 27 10.4 Change Orders 6.25 Submittal Procedures: ' CONTRACTOR'S Review Prior to 10.5 _ Notification of Surety . . • . 32 Shop Drawing or Sample Submittal 27 11. CHANGE OF CONTRACT PRICE .............. 32 6.26 Shop Drawing & Sample Submittals 11.1-11.3 Contract Price; Claim for Adjustment; Review by ENGINEER ............. 27 11.4 ..... Value of the Work .. ...... Cost of the Work 32 33 6.27 Responsibility for Variation From ..................... Contract Documents ................ 27 11.5 Exclusions to Cost of the Work ....... 34_ 6.28 Related Work Performed Prior to 11.6 CONTRACTOR's Fee ................ 34 ENGINEER's Review and Approval 11.7 Cost Records . • • •. • . • • • . • • 34 35 of Required Submittals ............. 27 11.9 Cash Allowances ..................... 6.29 Continuing the Work .................. 28 11.9 Unit Price Work ...................... 35 6.30 CONTRACTOR's General ra Warnty and Guarantee . ..... • • 28 12. CHANGE OF CONTRACT TIMES ............... 35 35 , 12.1 Claim for Adjustment ........ 6.31-6.33 Indemnification ..... ... • • . • • • . • 8 12.2 Time of the Essence ............... 35 6.34 Survival of Obligations ................ __ 12 3 Delays Beyond CONTRACTOR's 7. OTHER WORK ............. 29 Control ............................ OWNER's 35 ' 7.1-7.3 Related Work at Site ................ 29 12.4 Delays Beyond and 7.4 Coordination CONTRACTOR's Control .......... 35 8. OWNER'S RESPONSIBILITIES ................. 29 CORRECT7CIN 8.1 . 8.2 Communications t0 Contractor ....... Replacement of ENGINEER ......... 29 T-�gNS TESTS r+�'� �''' AND , REMOVAL OR ACCEPTANCE OF DEFECTIVE 8.3 Furnish Data and Pay Promptly When WORK .................. ...................... 36 Due ... 29 13.1 Notice of Defects ..................... 36 8.4 ............................. Lands and Easements: Reports and 13.2 Access to the Work .. .... • • • • • • • 36 Tests ............................... 29 13.3 Tests and Inspections: Contractor's 8.5 insurance . ..... ................... 29 Cooperation ............. :........... 36 , Article or Paragraph Pace Article or Paragraph Page ' Number & Title Number Number & Title Number 13.4 OWNER's Responsibilities: 14.12 Final Application for Payment ......... 40 Independent Testing Laboraton• .... 36 14.13-14.14 Final Payment and Acceptance ........ 40 ' 13.5. CONTRACTOR's Responsibilities ..... 36 14,15 Waiver of Claims ..................... 40 13.6.13.7 CoveringWork Prior to Inspection, 15. SUSPENSION OF WORK AND Testing or Approval ................ 36 TERMINATION ........."""""' 40 13.&13;9 Uncovering Work at ENGINEER's """" 15.1 OWNER May Suspend Work ...:.... y 40 Request ............. ....... .. 36 15.2-15.4 OWNER May Terminate.. 40 13.10 OWNER May Stop the Work ......... 36 15.5 CONTRACTOR May Stop Work or 13.11 Correction or Removal of Defective Terminate 41 Work .. ... 37 .......................... 13.12 1 rio .... Correction Period • • • • • • • 16. DISPUTE RESOLUTION ............ ... 41 13.13 Acceptance of Defective Work ........ 37 13.14 OWNER May Correct Defective Work ........ .... 37 17. MISCELLANEOUS .. 42 ' ... ... .... ........... 17.1 Giving Notice ... 42 17.2 Computation of Times .............. 42 14. PAYMENTS TO CONTRACTOR AND 17.3 Notice of Claim ....................... 42 COMPLETION .............. 37 17.4 Cumulative Remedies ................. 42 ' 14.1 Schedule of Values . 37 17.5 Professional Fees and Court Costs 14.2 Application for Progress Payment ..... 38 included .......... ......... .. 42 14.3 CONTRACPOR's Warranty of Title ... 38 14.4-14.7 Review of Applications for EXHIBIT GC -A (Optional): Progress Payments ................, 38 Dispute Resolution Agreement (Optional) ....: GC -Al 14.8-14.9 Substantial Completion ............... 39 16.1-16.6 Arbitration .................... GO -Al 14.10 Partial Utilization . 39 16.7 Mediation ..................... GC-A-) 14.11 Final Inspection ........... .. • • . 39 3 I INDEX TO GENERAL CONDITIONS Article or Paragraph Number Acceptance of - Bonds and Insurance ..... 5.14 defective Work ......................... 10.4.1, 13.13 13.15 final payment ... ................... ...... 9.12, 14.15 insurance ...... .... ..5.14 other Work, by CONTRACTOR . ... .. • • .. • 7.3 Substitutes and "Or -Equal" Items .. . .......... 6.7.1 Work by OWNER ........................ 2.5, 6.30, 6.34 Access to the - Lands, OWNER and CONTRACTOR responsibilities ..................................... 4.1 site, related work .................................... 7.2 Work . ................................. 13.2, 13.14, 14.9 Acts or Omissions-,, Acts and Omissions CONTRACTOR ................ ........ .6.9.1.9.13.3 ENGINEER ................................ 6.20, 9.13.3 OWNER....................................... 6.20. 8.9 Addenda -definition of (also see definition of Specifications) ............ (1.6, 1.10. 6.19) 1.1 Additional Property Insurances ......................... 5.7 Adjustments .Contract Price or Contract Times ......... 1.5. 3.5. 4.1, 4.3.2, 4.5.2. 4.5.3, 9.4, 9.5, 10.2-10.4, 11, 12, 14.8. 15.1 progress schedule .................................... 6.6 Agreement - definition of .......................................... 1.2 All risk Insurance, policy form ........................ 5.6.2 Allowances, Cash ..................................... 11.8 Amending Contract Documents ......................... 3.5 Amendment, Written - in general .... 1.10. 1.45, 3.5, 5.10, 5.12. 6.6.2. 6.8.2, 6.19, 10.1, 10.4, 11.2, 12.1. 13.12.2, 14.7.2 Appeal. OWNER or CONTRACTOR intent to ...................... 9.10, 9.11, 10.4. 16.2, 16.5 Application for Payment - definition of .......................................... 1.3 ENGINEER's Responsibility ......................... 9.9 final payment .................. 9.13.4, 9.13.5. 14.12-14.15 in general ....................... 2.8, 2.9, 5.6.4, 9.10, 15.5 progress payment .............................. 14.1, 14.7 review of ...................................... 14.4-14.7 Arbitration (Optional) ............................. 16.1-16.6 Asbestos - claims pursuant thereto ....................... 4.5.2, 4.5.3 CONTRACTOR authorized to stop Work ........... 4.5.2 definition of .......................................... 1.4 possible price and times change ..................... 4.5.2 ................ Authorized Variations in Work ........... 3.6, 6.25, 6.27, 9.5 Availability of Lands ............................... 4.1.8.4 Award, Notice of -defined ............................ 1.25 Before Starting Construction ........................ 2.5-2.8 Bid -definition of ....... ................................ 1.5 (1.1, 1.10, 2.3. 3.3, 4.2.6.4. 6.13, 11.4.3, 11.9.1) Article or Paragraph Number Bidding Documents -definition of ................ 1.6(6.8.2) Bidding Requirements -definitions of ...... 1.7 (1.1.4.2.6.2) Bonds - acceptance of .... ............................. . 5.14 additional bonds ........................... 10.5, 11.4.5.9 Cost of the Work .................................. 11.5.4 definition of .......................................... 1.8 delivery of ...........' ........................... 2.1, 5.1 final application for payment ................. 14.12-14.14 general ...............1.10, 5.1-5.3.5.13, 9.13.10.5.14.7.6 performance, Payment and Other . .. ...... 5.1-5.2 Bonds and Insurance -in general ......................... 5 Builder's risk "all risk" policy form ................... 5.6.2 Cancellation Provisions, Insurance ........ 5.4.11., 5.9, 5.15 Cash Allowances ..................................... 11.8 Certificate of Substantial Completion ......... 138, 6.30.2.3. 14.8, 14.10 Certificates of Inspection ................ 9.13A. 13.5. 14.12 Certificates of Insurance .. 2.7, 5.3, 5.4.11. 5.4.13. 5.6.5. 5.8. ....................................... 5.14;9.13A, 14.12 Change in Contract Price - Cash Allowances ............... I................... 11.8 claim for price adjustment .....4.1, 4.2.6. 4.5, 5.15, 6.9.2. 9A, 9.5, 9.11, 10.2. 10.5. 11.2, 13.9. 13.13, 13.14, 15.1, 15.5 CONTRACTOR's fee ............................... 11.6 Cost of the Work general ...................................... 11.4-11.7 Exclusionsto ....................................... 11.5 CostRecords ....................................... I L7 in general .............. 1.19, 1.44, 9.11, 10A.2, 10.4.3, 11 Lump Sum Pricing ................................ 11.3.2 Notification of Surety ............................... 10.5 Scopeof ....................................... 10.3-10.4 Testing and Inspection, Uncovering the Work........ 13.9 Unit Price Work ............................11.9 Value of Work ...................................... 11.3 Change in Contract Times - Claim for times adjustment .... 4.1. 4.2.6. 4.5. 5.15, 6.8.2. 9.4, 9.5, 9.11. 10.2, 10.5, 12.1, 13.9, 13.13, 13.14, 14.7. 15.1. 15.5 Contractual time limits .............................. 12.2 Delays beyond CONTRACTOR's control ............ 12.3 Delays beyond OWNER's and CONTRACTOR's con- trol............................................... 12.4 Notification of surety ............................... 10.5 Scope of change ............................... 10.3-10.4 Change Orders- Accentanee of Defective Work ..................... 13.13 Amending Contract Documents ...................... 3.5 Cash Allowances ................................... 11.8 Change of Contract Price ............................. I I Change of Contract Times ............................. 12 ' Changesin the Work .................................. 10 CONTRACTOR's fee ............................... 11.6 Cost of the Work ............................... 11.4-11.7 ' Article or Paragraph Number Cost Records .... ... ...... 11.7 definition of ........................................ . 1.9 emergencies .... 6.23 ENGINEER's responsibility ......... 9.8, 10.4, 11.2, 12.1 execution of ........................................ 10.4 Indemnification ..................... 6.12, 6.16, 6.31. 6.33 Insurance, Bonds and ....... ........ 5.10,5.13. 10.5 OWNER may terminate ........................ 15.2-15.4 OWNER's Responsibility ....................... 8.6, 10.4 Physical Conditions - Subsurfaceand . ..................................... 4.2 Underground Facilities ........................... 4.3.2 Record Documents ................................. 6.19 Scope of Change ............................... 10.3-10.4 Substitutes .................................. 6.7.3, 6.8.2 Unit Price Work .................................... 11.9 value of Work, covered by ........................... 11.3 Changes in the Work ................. ................... ,10 Notification of surety ............................... 10.5 OWNER's and CONTRACTOR's responsibilities ... 10.4 Right to an adjustment .............................. `10.2 Scope of change ............................... 10.3-10.4 Claims - against CONTRACTOR .........................6.16 against ENGINEER................................6.32 against OWNER ..... .. ..... 6.32 Change of Contract Price ..................... 9.4, 11.2 Change of Contract Times ...................... 9.4, 12.1 CONTRACTOR's 4, 7.1, 9.4, 9.5, 9.11, 10.2. 11.2. 11.9. 12.1, 14.8, 15.1. 15.5,-17.3 CONTRACTOR's Fee .............................. 11.6 CONTRACTOR's liability ............. 5.4, 6.12, 6.16, 6.31 Cost of the Work .................... ...11.4. 11.5 Decisions on Disputes ......................... 9.11, 9.12 Dispute Resolution .................................. 16.1 Dispute Resolution Agreement .................. 16.1-16.6 ENGINEER as initial interpretor ..`.................9.11 Lump Sum Pricing ................................ 11.3.2 Notice of .......................................... 17.3 OWNER's ........... 9.4, 9.5, 9.11, 10.2, 11.2, 11.9. 12.1, 13.9. 13.13, 13.14,'17.3 OWNER's liability .................................... 5.5 OWNER may refuse to make payment .............. 14.7 Professional Fees and Court Costs Included .......... 17.5 request for formal decision on ............... 9.11 Substitute items..................................6.7.1.2 Time Extension................................I..... 12.1 Tune requirements...........................9.11, 12.1 Unit Price Work ............................... 11.9.3 Value of ............................................ 11.3 Waiver of --on Final Payment ................ 14.14, 14.15 Work Change Directive ............................ 10.2 written notice required ................... 9.11, 11.2, 12.1 Clarifications and Interpretations .......... 3.6.3.9.4.9.11 Clean Site ........... ........ 6.17 Codes of Technical Society, Organization or Association ................ .. .............. 3.3.3 Commencement of Contract Times ........::........'... 2.3 Communications - Article or Paragraph Number general .................................... 6.2, 6.9.2. 8.1 Hazard Communication Programs .. ....... .. 6.22 Completion - Final Application for Payment ...................... 14.12 Final Inspection ............... .14.11 Final Payment and Acceptance ............... 14.13-14.14 Partial Utilization..................................14.10 Substantial Completion ................... 1,38, 14.8-14.9 Waiver of Claims .................................. 14.15 Computation of Times ..........'............. 17.2.1-17.2.2 Concerning Subcontractors, Suppliers and Others .......................... 6.8-6.11 Conferences - initially acceptable schedules ......................... 2.9 preconstruction..................................... 2.8 Conflict, Error, Ambiguity. Discrepancy - CONTRACTOR to Report ..................... Construction, before starting by CONTRACTOR .... 2.5-2.7 Construction Machinery, Equipment, etc................ 6.4 Continuing the Work ..... , ..... . . 6.29, 10.4 Contract Documents- Amending............................................ 3.5 Bonds......................... .... . 5.1 CashAllowances ................................... 11.8 Change of Contract Price ................ ... 11 Change of Contract Times ............................ 12 Changes in the Work ........................... 10.410.5 checkand verify ..................................... 2.5 Clarifications and Interpretations ....... 3.2, 3.6.9.4, 9.11 definition of ........................................ 1.10 ENGINEER as initial interpreter of ..................9.11 ENGINEER as OWNER's representative .. .. ... 9.1 general .. ......... ....3 Insurance............................................ 5.3 Intent............................................. 3.1-3.4 minor variations in the Work ......................... 3.6 OWNER's responsibility to furnish data .............. 8.3 OWNER's responsibility to make prompt payment ....................... 8.3, 14.4, 14.13 precedence.................................... 3.1, 3.3.3 RecordDocuments ................ :................ 6.19 Reference to Standards and Specifications of Technical Societies .............................. 3.3 Related Work ........ ............................ 7.2 Reporting and Resolving Discrepancies ........... 2.5.13.3 Reuseof.............................................3.7 Supplementing....................................... 3.6 Termination of ENGINEER's Employment ........... 8.2 Unit Price Work ...... .............................`.. 11.9 variations ................................. 3.6, 6.23, 6.27 Visits to Site, ENGINEER's .................`........ 9.2 Contract Price - adjustment of ................ 3 5, 4.1. 9.4, 10.3, 11.2-11.3 Changeof .... ..................................... 11 Decision on Disputes ......:...................`..... 9.11 definition of ........................................ 1.11 Contract Times - adjustment of ...................... 3.5, 4.1, 9.4, 10.3, 12 Change of ...................................... 12.1-12.4 5 r Article or Paragraph Number Commencement of ................................... 2.3 definition of .................. ..... .. 1.12 CONTRACTOR - Acceptance of Insurance ................. ... .. .. 5.14 Limited Reliance on Technical Data Authorized ..... 4.2.2 Communications ................................ 6.2.6.9.2 Continue Work ................................ 6.29, 10.4 coordination and scheduling .................... . 6.9:2 definition of ........................................ 1.13 May Stop Work or Terminate ......... .... .... 15.5 provide site access to others .............. .. 7.2. 13.2 Safety and Protection ....... 4.3.1.2. 6.16, 6.18. 6.21.6.23. 7.2.13.2 Shop Drawing and Sample Review Prior to Submittal . 6.25 Stop Work requirements ........................... 4.5.2 CONTRACPOR's- Compensation.................................. Continuing Obligation ..... 14.15 Defective Work .............. ... .... 9 6, 13.10-13.14 Duty to correct defective Work ................ : .... 13.11 Duty to Report - Changes in the Work caused by Emergency....................................... 6.23 Defects in Work of Others ......................... 7.3 Differing conditions .............................. 4.2.3 Discrepancy in Documents ........... 2.5.3.3.2. 6.14.2 Underground Facilities not indicated .............. 4.3.2 Emergencies .............._......................... 6.23 Equipment and Machinery Rental. Cost of the Work ................... .............1 1.4.5.3 Fee -Cost -Plus ..................... 11.4.5.6, 11.5.1. 11.6 General Warranty and Guarantee .............. 6.30 Hazard Communication Programs ................... 6.22 !Indemnification ...................... 6.12, 6.16.6.31-6.33 Inspection of the Work ......................... 7.3. 13A. Labor. Materials and Equipment . ...... ....... 6.3-6.5 Laws and Regulations. Compliance by ... .. ...,6.14.1 Liability Insurance ................................... 5.4 Notice of Intent to Appeal .... .... ... 9.10, 10.4 obligation to perform and complete the Work..... .. 6.30 Patent Fees and Royalties, paid for by ....... 6.12 Performance and Other Bonds .......................5.1 Permits, obtained and paid for by .................. 6.13 Progress Schedule ..... 2.6, 2.8.2.9, 6.6, 6.29, 10.4. 15.2.1 Request for formal decision on disputes ............. 9.11 Responsibilities - Changes in the Work .............................. 10.1 Concerning Subcontractors, Suppliers and Others . 6.8- 6.11 Continuing the Work ....................... 6.29, 10.4 CONTRACTOR' expense .......................6.7.1 tee ............ ............................ .... 6.30 CONTRACTOR"sreview priortoShop Drawing or, Sam- . ....................... 6.25 Coordination of Work .............................. 6.9.2 Emergencies ....... ....................... 6.23 ENGINEER's evaluation. Substitutes or "Or -Equal" Items .......................... 6.7.3 Article or Paragraph Number For Acts and Omissions of Others ..... 6.9.1-6.9.2, 9.13 for deductible amounts. insurance .................. 5.9 general' ....... ........................ 6, 7.2, 7.3, 8.9 Hazardous Communication Programs ....... 6.22 Indemnification .................. ...6.31-6.33 Labor. Materials and Equipment ................ 6.3-6.5 Laws and Regulations ..... ........... ... ... 6.14 Liability Insurance ...................... ....... 5.4 Notice of variation from Contract Documents ..... 6.27 Patent Fees and Royalties .. • . • .. • ... • • • •• 6.12 Permits ........................:................. 6.13 Progress Schedule ................................. 6.6 RecordDocuments ............................... 6.19 related Work performed prior to ENGINEER's approval of required submittals ................. 6.28 safe structural loading ... .:....., 6.18 Safety and Protection .................... 6.20, 7.2. 13.2 Safety Representative .............................. 6.21 Scheduling the Work ...... .... .... . 6.9.2 Shop Drawings and Samples ... .............. 6.24 Shop Drawings and Samples Review by ENGINEER ................................ 6.26 Site Cleanliness.......... .......................... 6.17 Submittal Procedures ............................. 6.25 Substitute Construction Methods and Procedures .... ..`.... 6.7.2 ................... Substitutes and "Or -Equal" Items... ,............ 6.7.1 Superintendence .................................... 6.2 Supervision ......`................................ 6.1 Survival of Obligations .......... . . 6.34 Taxes........................................... . 6.15 Tests and Inspections ............................. 13.5 To Report ....... . . .............1.....2.5 Use of Premises . 6.16.6.18, 6.30.2.4 Review Prior to Shop Drawing or Sample Submittal .. 6.25 Right to adjustment for changes in the Work ......... 10.2 right to claim .. 4, 7.1, 9.4.9.5, 9.11, 10.2, 11.2. 11.9, 12.1. 13.9. 14.8. 15.1. 15.5, 17.3 Safety and Protection ................. 6.20-6.22. 7.2, 13.2 Safety Representative . •. 6.21 Shop Drawings and Samples Submittals ......... 6.24-6.28 Special Consultants ............................... 11.4.4 Substitute Construction Methods and Procedures ..... 6.7 Substitutes and "Or -Equal" Items. Expense .. 6.7.1, 6.7.2 Subcontractors, Suppliers and Others .... 6.8-6.11 Supervision and Superintendence ........... 6.1. 6.2. 6.21 Taxes. 'Payment by . ............... ..`.... 6.15 Use of Premises .................. .. ..6.16-6.18 Warranties and guarantees ...................... 6.30. 6.5 Warranty of Title ..................................... 14.3 Written Notice Required CONTRACTOR stop Work or terminate ........... 15.5 Reports of Differing Subsurface and Physical Condi- tions .. ........... ... ........ 4.2.3 Substantial Completion ........ . ............ 14.8. CONTRACTORS -other ........... ............. • •.... 7 Contractual Liability Insurance ...................... 5.4.10 Contractual Time Limits ........... :. _.. .......... 12.2 Coordination u Article or Paragraph Article or Paragraph Number Number ... I CONTRACTOR's responsibility .......... ... . .. . 6.9.2 Determinations for Unit Prices ................... ... .. 9.10 Copies of Documents ........... .............. ....... 2? Differing Subsurface or Correction Period .................................... 13.12 Physical Conditions I Correction. Removal or Acceptance of - Notice of .......................................... 4.2.3 Defective Work ENGINEER's RevieN .............................. 4.2.4 in general ......... .. ... . 10.4.1. 13.10-13.14 Possible Contract Documents Change ............... 4.2.5 Acceptance of Defective Work ...................... 13.13 Possible Price and Times Adjustments .............. 4.2.6 ' Correction or Removal of Defective Work .... 6.30, 13.11 Discrepancies -Reporting and Resolving .... 2.5, 3.3.2, 6.14s2 Correction Period .. ..... ........... ... 13.12 Dispute Resolution - OWNER May Correct Defective Work ............. 13.14 Agreement ....................... ......16.1-16.6 ' OWNER May Stop Work . ................ 13.10 Arbitration 16.1-16.5 Cost- general •. •. . 16 ... .. .... of Tests and Inspections .. ... ... _ 13.4 ..... .... Mediation ............... ....... ................ .. 16.6 Records ............................................ 11.7 Dispute Resolution Agreement ..... .. .. 16.1-16.6 Cost of the Work- Disputes, Decisions by ENGINEER .............. 9.11-9.12 Bonds and insurance, additional ................. 11.4.5.9 Documents - Cash Discounts ................................... 11.4.2 Copies of ............................................ 2.2 CONTRACTOR's Fee ............................... 11.6 Record .............................................. 6.19 I Employee Expenses . ......... . 11.4.5.1 Reuse of ............................................. 3.7 Exclusions to ....................................... 11.5 Drawings -definition of . ............................. 1.15 General ........................................ 11.4-11.5 Easements ............................. .. ... . 4.1 Home office and overhead expenses ................. I 11.5 Effective date of Agreement -definition of.. .. 1.16 Losses and damages ....... ................ 11.4.5.6 Emergencies ..... ............................ . 6.23 Materials and equipment .... .. 11.4.2 ENGINEER - Minor expenses ... ............. Minor .......11.4.5.8 as initial interpreter on disputes ................. 9.11-9.12 Payrollcostson changes .......................... 11.4.1 definition of ..............,......................... 1.17 performed by Subcontractors .......... . ..... .... . 11.4.3 Limitations on authority and Records ............................. .... ...... 11.7 responsibilities ................................. 9.13 Rentals of construction equipment and machinery . 11.4.5.3 Replacement of ...................................... 8.2 Royalty payments. permits and license fees .. ...11.4.5.5 Resident Project Representative ......... ..... .....9.3 Site office and temporary facilities ............... 11.4.5.2 ENGINEER's Consultant -definition of ... .... ... 1.18 Special Consultants. CONTRACTOR's ............ 11.4.4 ENGINEER's- Supplemental ......... ..... .... .... .... 11.4.5 authority and responsibility, limitations on .. 9.13 Taxes related to the Work .. ..... ... .. 11.4.5.4 ....... .. 9.5 Authorized Variations in the Work .� Tests and Inspection ................................ 13.4 Change Orders. responsibility for ..........9.7, 10,11, 12 Trade Discounts .................................. 11.4.2 Clarifications and Interpretations ............... 3.6.3.9.4 ' Utilities, fuel and sanitary facilities ........... . 11.4.5.7 Decisions on Disputes ....:...... 9.11-9.12 Work after regular hours . 11.4.1 - : defective Work. notice of . 13.1 Covering Work,....................................13.6-13.7 Evaluation of Substitute Items ... ................6.7.3` Cumulative Remedies ..................... 17.4-17.5 Liability ....................................... 6.32, 9.12 ' Cutting, fitting and patching ............................ 7.2 Notice Work is Acceptable ......................... 14.13 Data, to be furnished by OWNER ...................... 8.3 Observations ................................. 6.30.2.9.2 Day -definition of ................................... 17.2.2 OWNER's Representative .......................... 9.1 Decisions. on Disputes .. .. ..... .... 9.11.9.12 Payments to the CONTRACTOR, defective -definition of ......... .... ............ 1.14 Responsibility for ............................... 9.9, 14 defective Work- Recommendation of Payment ................. 14.4, 14.13 Acceptance of .............................. 10.4.1. 13.13 Responsibilities- Correction or Removal of ................... 10.4.1. 13.11 Limitations on ............................... 9.11 9.13 Correction Period .................................. 13.12 Review of Reports on Differing Subsurface in general ................................. 13, 14.7, 14.11 and Physical Conditions ........................:. 4.2A Observation by ENGINEER ......................... 9.2 Shop Drawings and Samples, review OWNERMay Stop Wbrk ....... .. .. ..................................... 6.26 Prompt Notice of Defects .... .. ... ..... 13.1 Status During Construction - Rejecting . .. . ..... ... . ..... • 9:6 authorized variations in the Work ........... 9.5 ' Uncovering the Work ........ .. .. 13.8 Clarifications and Interpretations ..... ... ... 9.4 Definitions ... ................ . 1 .. ..... ... ... Decisions on Disputes ......................... p 9.11-9.12 Delays.................................4.1. 6.29. 12.3-12.4 Determinations on Unit Price ..................... 9.10 Delivery of Bonds ....................................... 2.1 ENGINEER as Initial Interpreter ............. 9.11-9.12 ' Delivery of certificates of insurance ..................... 2.7 ENGINEER's Responsibilities ................ 9.1-9.12 Artic h, or Paragraph Article or Paragraph NumberNumber Lir. .tations on ENGINEER's Authority and deductible amounts. CONTRACTOR's Responsibilities .... 9.13 responsibility ..... ....... .... 5.9 OWNER's Representative ......................... ................ .. 9.1 Final Application for Payment ............... 14.12 Project Representative ............................. 9.3 Licensed Insurers ..................................... 5.3 Rejecting Defective Work ......... ................ 9.6 Notice requirements. material Shop Drawings, Change Orders and changes .................................. 5.8, 10.50 Payments ...... .. . 9.7-9.9 Option to Replace ................................... 5.14 ' Visits to Site .............. 9.2 other special insurances ............................. 5.10 Unit Price Determinations ........................... 9.10 OWNER as fiduciary for insureds ............. 5.12-5.13 Visits to Site ............... 9.2 OWNER's Liability .................................. 5.5 Written consent required ........... 7.2.9.1 OWNER's Responsibility ............ .. 8.5 , Equipment. Labor. Materials and 6.3-6.5 Partial Utilization: Property Insurance ............... 5.15 Equipment rental. Cost of the Work .......... 11.4.5.3 Property ........................................ 5.6-5.10 Equivalent Materials and Equipment ..... 6.7 Receipt and Application of Insurance Proceeds .. 5.12-5.13 Errors or omissions ................................... 6.33 Special Insurance ........................... ...... 5.10 Evidence of Financial Arrangements ........ • 8.11 Waiver of Rights ............. ......... .... 5.11 .. 4 �.1 Intent of Contract Documents ... ............ 3.1-3.4 Explorations of physical conditions ................. Fee. CONTRACTOR's-Costs-Plus ....... .... .. 11.6 Interpretations and Clarifications .......... 3.6.3.9.4 ' Field Order- Investigations of physical conditions .............. .....4.2 definition of .......... .. 1.19 Labor. Materials and Equipment ....... .... .... 6.3,6.5 issued by ENGINEER ..... 3.6.1.9.5 Lands - Final Application for Payment ........................ 14.12 and Easements .......... .......... ..... 8.4 Final Inspection ...................................... 14.11 Availability of ............... . 4.1. 89.4 Final Payment- Reports & Tests .. .. ..... 8. and Acceptance .............................. 14.13-14.14 Laws and Regulations -Laws or Regulations- ' .......:.............. Bonds . 5.1'S.2 11.8 ....... ..... Prior to, for cash allowances ... • • • • • • • • • Changes m the Work .. 0.4. .............. ........... General Provisions .......... .......17.3-17.4 ........................ 3.1 ' ` Contract Documents ....... , . General Requirements- CONTRACTOR's Responsibilities . ... • . • . • 6• •• 14 defintion of ................ ...... ....... 1.20 Correction Period. defective Work ... 13.12 principal references to .............. 2.6. 6 4, 6.6-6.7. 6.24 Cost of the Work. taxes .......................... 11.4.5.4 ............. Giving Notice ............................... _......... '17.1 definition of ......................................... 1.22 Guarantee of Work -by general ............................................. 6.14 ' CONTRACTOR .............................. 6.30. 14.12 Indemnification ................................ 6.31.6.33 Hazard Communication Programs .............. .... 6.22 Insurance ............................................ 5.3 Hazardous Waste- Precedence .......... 3.1. 3.3.3 definition of .... • ... • . • • 1.21 Reference to ....... ... .... 3.3.1 .......................................... 4.5 Safety Y and Protection .......................... 6.20. 13.2 OWNER's responsibility for ......................... 8.10 Subcontractors. -Suppliers and Others ............ 6.8-6.11 Indemnification ........................ 6.12 6.16, 6.31-6.33 Tests and Inspections ... • • . 13.5 , Initially Acceptable Schedules ..... ............ • • • • • 2.9 Use of Premises ............ ..... ...... 6.16 Inspection Visits to Site ....................... .. ..... 9.2 Certificates of ......................... 9.13.4, 13.5. 14.12 Liability Insurance - Final .............. 14.11 CONTRACTOR's ... ........... .... ..... 5A z Special, required by ENGINEER .. 9.6 OWNER's .......... ............ ..... .... 5.5 Tests and Approval ........................ 8.7. 13.3-13.4 Licensed Sureties and Insurers .............. 0.......... 5.3 Insurance- Liens- Acceptance of, by OWNER ......................... 5.14 Application for Progress Payment ... 14.2 '. Additional, required by changes Contractor's Warranty of Title ...... .... ..... 14.3 ......... 11.4.5.9 Final Application for Payment ...... ..... ...... •14.12 in the Work .................. Before starting the Work 2.7 definition of ... • • • - • ............ 1.23 Bonds acid -in general 5Waiver�t cratnts ..... Cancellation Provisions ... ... ...: .... . 5.8 Limitations on ENGINEER'S authority and Certificates of .. 2.7.5. 5.3.5.4.11. 5.4.13, 5.6.5. 5.8. 5.14. responsibilities .................... .......... 9.13 9.13.4. 14.12 Limited Reliance by CONTRACTOR Authorized .... 4.2.2 completed operations ................................ 5.4.13 Maintenance and Operating Manuals- ......... 14.12 CONTRACTOR's Liability ........................... 5.4 Final Application for Payment ............. CONTRACTOR's objection to coverage .. .;5.14 Manuals (of others)- .. 5A.10 Precedence ......:................................ 3.3.3. Contractual Liability ............................ Artic lc• or Paragraph Number Reference to in Contract Documents ................ 3.3.1 Materials and equipment - furnished by CONTRACTOR ........................ 6.3 not incorporated in Work ............................. 14.2 Materials or equipment -equivalent ..................... 6.7 Mediation (Optional) .................................. 16.7 Milestones --definition of .............. ..... . 1.24 Miscellaneous- Computation of Times .............................. 17.2 Cumulative Remedies ............... ...... . .'17.4 Giving Notice .. ... ..... .. ... 17.1 Notice of Claim ..................................... 17.3 Professional Fees and Court Costs Included .......... 17.5 Multi -prime contracts .......... • • • • • • • • • • • ...... • • • 7 Not Shown or Indicated . .... .. • .... 4.3.2 Notice of - Acceptability of Project ............................ 14.13 Award. definition of . ........ ..... ..... L ' Claim ............. ........... ... . 17.3 Defects . .................................. .. .. 13.1 Differing Subsurface or Physical Conditions ..........4.2.3 Giving .............................................. 17.1 Tests and Inspections .................... .. 13.3 Variation. Shop Drawing and Sample ................ 6.27 Notice to Proceed - definition of ..................... ... ...... 1.26 giving of ............................................. 23 . Notification to Surety .. ...... ... ... 10.5 6 30 9 1) Article or Paragraph Number Inspections. tests and approvals ................. 8.7, 13.4 Liability Insurance .... ........ . 5.5 Notice of Defects ..................... 13.1 Representative -During Construction, ENGINEER's Status ............................. 9.1 Responsibilities - Asbestos, PCBs, Petroleum, Hazardous Waste on Radioactive Material ........... 8.10 Change Orders .................... ......... . 8.6 Changes in the Work........... ... ....... . 10.1 communications ............................... . 8.1 CONTRACTOR's responsibilities .. ............ 8.9 evidence of financial arrangements ................ 8.11 inspections, tests and approvals .................... 8.7 Insurance ... ...................................... 8.5 lands and easements ................................ 8.4 prompt payment by ................................ 8.3 replacement of ENGINEER ....................... 8.2 reports and tests .................................. 8.4 stop or suspend Work .................. 8.8. 13.10, 15.1 terminate CONTRACTOR's services ...... 8.8, 15.2 separate representative at site ........... . • ..,...... 9.3 independent testing ...................... .......... 13.4 use or occupancy of the Work .................................... 5.15, 14.10 written consent or approval required ........................... 9.1, 6.3. 11.4 written notice re aired 7 1 9 4 9.11 11.2, 11.9. 14.7. 15.4 = Observations. by ENGINEER .. , ...... • • • • • • •- ` Occupancy of the Work ......... .. 5.15. 6.30 2.4. 14.10 � q • • . • • • • • • • • PCBs - Omissions or acts by CONTRACTOR ............. 6.9. 9.13 definition of ........ ............................... 1.29 Open peril" policy form. Insurance .... .. .5.6.2 general ................... .... ... .. . 4.5 Option to Replace ............ .....5.14 OWNER's responsibility for ..... .... • ... 8.10 ' "Or Equal' Items . ............ ..... ... 6.7 Partial Utilization - Other work ...... .. ....................... . .... 7 definition of ..... 1.28 Overtime Work -prohibition of ................. ....... 6.3 ............. ... . 6.30.2.4, 14 10 general ............... .. .. . OWNER- Property Insurance ................................ 5.15 ' Acceptance of defective Work .... ....... ...... 13.13 Patent Fees and Royalties ...................... 6.12 appoint an ENGINEER .. ......... ..... 8? Payment Bonds ............ .. .. ... . 5.1-5.2 as fiduciary ....... .... 5.12-5.13 Payments, Recommendation of ............. 14.4-14.7,_ 14.13 I Availability of Lands. responsibility . .. ...... 4.1 Payments to CONTRACTOR and Completion - definition of . 1.27 Application for Progress Payments . 14.2 data. furnish .. . 8.3 CONTRACTOR's Warranty of Title ................. 14.3 May Correct Defective Work . ...... .... ....13.14 Final Application for Payment ...................... 14.12 May refuse to make payment ................. , . 14.7 Final Inspection ................ ..... ......... 14.11 May Stop the Work ......... .......... 13.10 Final Payment and Acceptance ............... 14.13-14.14 may suspend work., general .......... ......... ... ..... 8.3, 14 terminate ....................... 8.8. 13.10. 15.1-15.4' Partial. Utilization .................................. 14.10 ' Payment. make prompt .................... 8.3 14.4. 14.13 Retainage........................................... 14.2 performance of other Work ........................... 7.1 Review of Applications for Progress permits and licenses. requirements .................. 6.13 Payments ............................. • .... 14.4-14.7 n e requirements ............... purchasedOWNER's- 5.6 5.70 prompt payment ..................................... 8.3 Acceptance of the Work ....... ..... .... 6.30.2.5 Schedule of Values ...... .... . ,.. ...... , 14.1 Substantial Completion . ............ 14.8-14.9 Change Orders. obligation to Waiver of Claims ....... .. .. ..... 14.15 ' 8.6. 10.4 when payments due ............ .... . 4 41 , 14.13 execute .... • • .......................... Communications ........ .... ...... ...... 8.1 withholding payment ................................. Coordination of the Work ............................ 7.4 Performance Bonds .......................... I....... 5.1-5 Disputes, request for decision ........................ 9.11 Permits ............................................... 6.13 9 Article or Paragraph Number Petroleum- 1.30 definition of ............................ .. ....... general................. .................... . 4.5 OWNER's responsibility for ......................... 8.10 Physical Conditions - Drawings of, in or relating to ..................... 4.2.1.2 ENGINEER's review .............................. 4 2.4 existing structures ......... ........ ....••.••••. 4.2.2 general ........................................... 4.2.1.2 Subsurface and ................................... 4.2 Underground Facilities .............................. 4.3 Possible Contract Documents Change ................ 4.2.5 Possible Price and Times Adjustments ....... . ....... 4.2.6 Reports and Drawings ..................... .. , ... 4.2.1 Notice of Differing Subsurface or, ...... • .... • .. 4.2.3 Subsurface and ...................................... 4 Subsurface Conditions ............................ 4.2.1.1 Technical Data, Limited Reliance by CONTRACTOR Authorized .................... 4.2.2 Underground Facilities - general ............ .... .. 4.3 Not Shown or Indicated ....................... 4.3.2 Protection of ............................... 4.3. 6.20 Shown or Indicated ........................... 4.3.1 Technical Data ................................... 4.2.2 Prcconstruction Conference ............ ... • • • • • • • 2.8 Preliminary Matters ...... ........................... . 2 Preliminary Schedules .................................. Premises. Use of ........ ................ .... 6,16-6.18 Price, Change of Contract ............................... 11 Price. Contract -definition of .......................... 1.11 Progress Payment, Applications for .................... 14.2 Progress payment-retainage ........ ..... ......... 14.2 Progress schedule. CONTRACTOR's .... 2.6. 2.8. 2.9. 6.6. 6 29, 10.4. 15.2.1 Project -definition of .......... ..................... 1.31 Project Representative- ENGINEER's Status During Construction ............ 9.3 Project Representative. Resident -definition of ....................................... 1.33 prompt payment by OWNER ..... ............... ... 8.3 Properly Insurance Additional........................................... 5.7 general ................... .. .... 5.6-5.10 Partial Utilization ........................... 5.15. 14.10.2 receipt and application of proceeds .............................. 5.12-5.13 Protection. Safety and ....................... 6.20-6.21.13.2 Punch list ........ a ............. ..... ................. 14.11 Radioactive Material - definition ........................................ 1.32 A general................................. .. -- - OWNER's responsibility for ........................ 8.10 Recommendation of Payment .............. 14.4. 14.5. 14.13 Record Documents ................ 6.19. 14.12 Records. procedures for maintaining ................. 2.8 Reference Points ........................................ 4.4 Reference to Standards and Specifications of Technical Societies .. . • • . • . • • • • • . • • 3.3 Article or Paragraph Number Regulations. Laws and (or) ............................ 6.14 Rejecting Defective Work .........................•••••• 9.6 Related Work - atSite ........................................... Performed prior to Shop Drawings and Samples submittals review :................. 6.28 Remedies, cumulative ............................ 17.4, 17.5 Removal or Correction of Defective Work ....... ...... ................... 13.11 rental agreements, OWNER approval required ...................................... 11.4.5.3 replacement of ENGINEER, by OWNER .............. 8.2 Reporting and Resolving Discrepancies ....2.5, 3.3.2, 6.14.2 Reports - and Drawings ....................... .. ..... 4.2.1 and Tests, OWNER's responsibility .....: 8.4 Resident Project Representative - definition of .:........ 1.33 provision for . ...... 9.3 Resident Superintendent, CONTRACTOR's ............. 6.2 Responsibilities- CONTRACTOR's-in general ........................... 6 ENGINEER's-in general ... ..... 9 Limitations on ...............................`..... 9.13 OWNER's-in general ............................... 8 Retainage................ .... .................... 14.2 Reuse of Documents ................................... 3.7 Review by CONTRACTOR: Shop Drawings and Samples Prior to Submittal ...................... 6.25 Review of Applications for Progress Payments...................................... 14.4-14.7 Right to an adjustment ..... ..........................10.2 Rights of Way ...........'................... 4.1 ............ Royalties, Patent Fees and ............................. 6.12 Safe Structural Loading ............................... 6.18 Safety - and Protection ....... 4.3.2, 6.16, 6.18. 6.20-6.21, 7.2. 13.2 general........................................ 6.20,6.23 Representative. CONTRACTIOR's ................... 6.21 Samples- definition of ............... ........... 1.34 - general .............. ..`....................... 6.24.6.28 Review by CONTRACTOR ......... ........6.25 Review by ENGINEER ................... 6.26.6.27 relatedWork .......................................... 6.28 submittal of ....................................... 6.24.2 submittal procedures .• • • -..... 6•25 Schedule of progress ..... 2.6, 2.8-2.9,6.6, 6.29, 10A, .15.2.1 Schedule of Shop Drawing and Sample Submittals .......................2.6. 2.8-2.9.6.24-6.21 Schedule of Values ...a .................... 2.6. 2.&2.9. 14.1 Adherenceto ..................................... MZ.t Adjusting 6.6 ......................................... Change of Contract Times .......................... 10.4 Initially Acceptable ............................... 2.8-2.9 ............... ....... ....... 2.6 Preliminary Scope of Changes .............................. 10.3-10.4 Subsurface Conditions ............................ 4.2.1.1 10 I Article or Paragraph Number Shop Drawings -- and Samples. general ..................... 6.24-6.28 Change Orders & Applications for I Payments, and. . 9.7-9.9 definition of ....... 1.35 ENGINEER's approval of ............. ... . 3.6.2 ENGINEER's responsibility for review ... • .... . , .. .. 9.7. 6.24-6.28 related Work ........................................ 6.28 review procedures ......................... 2.8, 6.24-6.28 submittal required .. ...... ..... 6.24.1 Submittal Procedures .......• ..• ....... 6.25 use to approve substitutions . 6.7.3 Shown or Indicated ................................... 4.3.1 Site Access ... ....................................,�.2. 13.2 Site Cleanliness .. 6.17 Site, Visits to - by ENGINEER ................................ 9.2, 13.2 by others ............................. ...... .... 13.2 "Special causes of loss" policy form, insurance ....... 5.6.2 Specifimtions- definition of ......... ..... 1.36 of Technical Societies, reference to ... ..... • • 3.3.1 precedence . 3.3.3 Standards and Specifications of Technical Societies .........................:................ 3.3 I Starting Construction, Before ........... • •.. • • •... •2.5-2.8 Starting the Work .. ........ . 2.4 Stop or Suspend Work - by CONTRACTOR • •'• • • • • • • . 15.5 by OWNER .8.8, 13.10. 15.1 Storage of materials and equipment ................. 4.1, 7.2 Structural Loading, Safety .............................. 6.18 ' Subcontractor— Concerning ...................................... 6.8-6.11 definition of ........................................ 137 delays ............................................. 12.3 waiver of rights ..................................... 6.11 Subcontractors -in general ... .... •. 6.9-6.11 Subcontracts -required provisions ........ 5.11. 6.11. 11.4.3 Submittals - Applications for Payment ........................... .......... 14.2 Maintenance and Operation Manuals .... ..14.12 Procedures .......' .................................. 6.25 Progress Schedules ... 2.6.2.9 Samples ....................................... 6.24-6.28 Schedule of Values ............................. 2.6. 14.1 Schedule of Shop Drawings and Samples Submissions ...2.6. 2.8-2.9 Shop Drawings . • ........ . 6.24-6.28 Substantial Completion - certification of ........................ 6.30 2.3, 14.8-14.9 definition of _ 139 Substitute Construction Methods or Procedures ....... 6.7.2 Substitutes and "Or Equal" Items ...................... 6.7 CONTRACTOR's Expense 6.7.1.3 ENGINEER'S Evaluation .. • ..6.7.3 "Or -Equal.. ........................................ 6.7.1 Substitute Construction Methods of Procedures ..... 6.7 2 Artie!, or Paragraph Number Substitute Items .................................. 6.7.1.2 Subsurface and Physical Conditions - Drawings of, in or relating to ..................... 4.2.1.2 ENGINEER'S Review .. ......... ............ 4.2.4 general............................................... 4.2 Limited Reliance by CONTRACTOR Authorized .................................... 4.2.2 Notice of Differing Subsurface or Physical Conditions ......... ..... • . 4.2.3 Physical Conditions ... , ..... ........... . . 4.2.1.2 Possible Contract Documents Change 4.2.5 Possible Price and Times Adjustments ................ 4.2.6 Reports and Drawings ................................ 4.2.1 Subsurface and .. ............ ....... .....4 Subsurface Conditions at the Site ................. 4.2.1.1 Technical Data .....................................• 4 Supervision- CONTRACTOR's responsibility ........... ... . 6.1 OWNER shall not supervise ......................... 8.9 ENGINEER.shall not supervise ............ .9.2. 9.13 2 Superintendence ....................................... 6 Superintendent, CONTRACTOR's resident ........... 6.2 Supplemental costs .................................. 11.4.5 Supplementary Conditions - definition of ...............::. ... ............... 1.39 principal reference to .... 1.10, 1.18 ` 2 2.7. 4.2.4.3. 5.1. 5.3. 5.4, 5.6-5.9. 5.11. 6.8. 6.13.7.4, 8.11. 9.3. 9.10 Supplementing Contract Documents .................... 3.6 Supplier definition of ....................... ................ 1.40 principal references to .................. 3.7, 6.5, 6.8-6.11. 620.624,9.13.14.12 Waiver of Rights .................................... 6.11 Surety - consent to final payment ..................... 14.12. 14.14 ENGINEER has no duty to ............ ..........9.13 Notification of ........................... 10.1. 10.5. IS qualification of ................................... 5,1-5.3 Survival of Obligations ................................ 6.34 Suspend Work', OWNER May . • 13.10, 15.1 Suspension of Work and Termination- .................. 15 CONTRACTOR May Stop Work or Terminate .. • 15.5 OWNER May Suspend,Work ... .. ... 15.1 OWNER May Terminate ....................... 15.2-15.4 Taxes -Payment by CONTRACTOR .................... 6.15 Technical Data - Limited Reliance by CONTRACTOR. .............. 4:22 Possible Price and Times Adjustments .............. 4.2.6 Reports of Differing Subsurface and Physical Conditions .............................. 4 2.3 Temporary construction facilities ... .............. .. 4.1 Ter*ninatinn- by CONTRACTOR ................................. 15.5 by OWNER ............................... 8.8. 15.1-15.4 of ENGINEER'S employment ........................ 8.2 Suspension of Work-in general ........................ 15 Terms and Adjectives ...................... 3.4 Tests and Inspections- Arlicle or Paragraph Arric h, (or Paragraph Number 13.2 Number Utilization. Partial ............... 1.28. 5.15. 6.30. 2.4, 14.10 ' Accf .9 10 the Work. by others ....................... CONTRACTOR's responsibilities ... .......... .. 13.5 Value of the Work ..................................... 11.3 cost of .... ............................... ....... 13.4 Values. Schedule of ....................... 2.6. 2.8-2.9. 14.1 covering Work prior to ......................... 13.6-13.7 Variations in Work -Minor Authorized 6.25, 6.27.. 9.5 ' Laws and 'Regulations (or) .......................... 13.5 ................................ Notice of Defects .......................... ...... 13.1 Visits of Site -by ENGINEER ......................... 9.2 OWNER May Stop Work ....................... 13.10 independent testing 13.4 Waiver of Claims -on Final Payment . ........................................ 14.15 OWN ER's ........ ..... .. 9.6 Waiver of Rights by insured parries ...... 5.11, 6.11 special,' required by ENGINEER ............. ....... 13.4 Warranty and Guarantee. General -by timely notice required ............................... Uncovering the Work. at ENGINEER'S CONTRACTOR ........ ............... . 6.30 Warranty Title. CONTRACTOR's 14.3 13.8-13.9 or ...... ........ request .................................... Work - Times- Adjusting 6.6 Access to .......................................... 13.2 ............................................ Changeof Contract .................................... 12 6.6 by others, ................... ................ 7 Changes in the ....................................... 10 Adjusting ............................................ Continuing the. ..................................... . � Computation of ....... .............. 17.2 """""" "' CONTRACTOR May Stop Work Contract Times -definition of ....... - .: .... 1.12 day .. ...17.72 or Terminate ....... ........... . ... 15.5 .... ........................... Coordination of ......... ..... 7.4 Milestone........................................... 12 1 Cost of the ..................................... . ¢ t: Requiremen- appeals .......................................... 16 definition of ............................. .. 1.43 neglected by CONTRACTOR ...................... 13.14 clarifications, claims and other Work ....... ,;................... .... 7 disputes ............................. 9.11. 11.2. 12 OWNER May Stop Work ....... .... ......... 13.10` commencement of contract times ................... 2.3 pneconstruction conference ......................... 2.8 OWNER May Suspend Work ... ..... .... 13.10. 15.1 Related. Work Site 7.3 ' schedules ................................. 2.6, 2.9, 6.6 at ........ .1 Starting the .......................................... 2.4 starting the Work ........... .......... ..... 2.4 _Stopping by CONTRACTOR ......................... 15.5 Title, Warranty of ...................... ..... ....., 14.3 Uncovering Work ................................ 13.8-13.9 Stopping by OWNER ...... ....... 15.1-15.4 Variation and deviation authorized Underground Facilities, Physical Conditions- .. ... ..... ..... .... minor . ...... ..... 1.6 definition of ........................................ 1.41 Work Change Directive - Not Shown or Indicated ............................ 4.3.2 claims pursuant to ..................... . ... 10.2 ' protection of ................................... 4.3, 6,.20 definition of ........................................ 1.44 Shown or Indicated ..............................•. 4.3.1 principal references to .................... 3.5.3. 10.1-10.2 Unit Price Work- 11.9.3 Written Amendment definition of 1.45 ' claims ............................................ - definition of ......................................... 1.42 ........................................ principal references to ... 1.10. 3.5. 5.10. 5.12.E 6.2. 6.8?, general .......... .. ............... 11.9. 14.1, 14.5 6.19. 10.1, 10.4. 11.2. 12.1. 13.12.2. 14.7.2 Unit Prices- Written Clarifications and 9.4.9.11 general ...................................... 11.3.1 Interpretations ............................ 3.6.3, Determination for ................................... 9.10 Written Notice Required - Use of Premises ........................ 6.16, 6.189 6.30.2.4 Utility 6.13, 6.20, 7.1-7.3. 13.2 by CONTRACTOR ........ 7.1. 9.10-9.11. 10.4. I 1 2, 12.1 by OWNER .................... 9.10-9.11. 10.4. 11.2, 13.14 owners ...................... 12 GENERAL CONDITIONS ARTICLE 1—DEFINITIONS Wherever used in these General Conditions or in the other Contract Documents the following terms have the meanings indicated which are applicable to both the singular and plural thereof: I.I. Addenda -Written or graphic instruments issued prior to the opening of Bids which clarify, correct or change the Bidding Requirements or the Contract Documents. 1.2. Agreement=The'written contract between OWNER and CONTRACTOR covering the Work to be performed: other Contract Documents are attached to the Agreement and made a part thereof as provided therein. 1.3. Application for Puyntent The form accepted by EN- GINEER which is to be used by CONTRACTOR in requesting progress or final payments and which is to be accompanied by such supporting documentation as is required by the Contract Documents. 1.4. Asbestos -Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 1.5. Bid —The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 1.6. -Bidding Documents -The advertisement or invitation to Bid, instructions to bidders, the Bid form, and the proposed Contract Documents (including all Addenda issued prior to receipt of Bids).. 1.7. Bidding Requirements —The advertisement or invita- tion to Bid, instructions to bidders, and the Bid form. 1.8. Bonds —Performance and Payment bonds and other instruments of security. 1.9. Change Order —A document recommended by ENGI- NEER, which is signed by CONTRACTOR and OWNER and authorizes an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times, issued on or after the Effective Date of the Agreement. Documents —The A ddend (which pertain to the Contract Documents), CONTRACTOR's Bid (including documentation accompanying the Bid and any post Bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the Agreement, the Notice to Proceed, the Bonds. these General Conditions, the Supplementary Conditions, the Specifications and the Draw- ings as the same are more specifically identified in the Agree- ment, together with all Written Amendments. Change Orders. Work Change, Directives. Field Orders and ENGINEER's written interpretations and clarifications issued pursuant to paragraphs 3.5, 3.6.1. and 3.6.3`on or after the Effective Date of the Agreement. Shop Drawing submittals ,approved pursu- ant to paragraphs 6.26 and 6.27 and the reports and drawings referred to in paragraphs 4.2.1.1 and 4.2.2.2 are not Contract Documents. 1.11. Contract Price —The moneys payable, by OWNER to CONTRACTOR for completion, of the Work in accordance ` with the Contract Documents as stated in the Agreement (subject to the provisions of paragraph 11.9.1 in the case of Unit Price Work). . 1.12. Contract Times —The numbers of days or the dates stated in the; Agreement: (i) to achieve Substantial Completion. and (ii) to complete the Work so that it is'ready for final payment as evidenced by ENGINEER's written reeommenda tion of final payment in accordance with paragraph 14.13. 1.13. CONTRAMR-The person, firm or corporation with whom OWNER has entered into the Agreement. 1.14. defective —An adjective which when modifying the word Work refers to Work that is unsatisfactory. faulty or deficient, in that it does not conform to the Contract Docu- ments, or does not meet the requirements of any inspection, reference 'standard, test or approval referred to in the Contract Documents, or has been damaged prior to ENGI- NEER's recommendation of final payment (unless responsi- bility for the protection thereof has been assumed by OWNER at Substantial Completion in accordance with paragraph 14.8 or 14.10). 1.15. Drawings The drawings which show the scope. extent and character of the Work to be furnished and per- formed by CONTRACTOR and which have been prepared or approved by ENGINEER and are referred t? in the Contract Documents. Shop drawings are not Drawings as so defined. 1.16. Effective Date of the Agreement —The date indicated in the Agreement on which it becomes effective. but if no such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. 1.17. ENGINEER The Person, firm or corporation named as such in the Agreement. 1.18. ENGINEER's Consultant -A person. firm or cogx>- ration having a contract with ENGINEER.to furnish services as ENGINEER's independent professional associate or con - sultan with respect to the Project and who is identified as such in the Supplementary Conditions. 1.19. Field Order —A written order issued by ENGINEER which orders minor changes in the Work in accordance with paragraph 9.5 but which does not involve a change in the Contract Price or the Contract Times. 13 1.20. General Requirements —Sections of Division 1 of the Specifications. 1.21. Hazardous Waste —The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section6903) as amended from time to time. 1.22. Laws and Regulations; Laws or Regulations —Any and all applicable laws, rules, regulations, ordinances, codes and orders of any and all governmental bodies, agencies, authorities and courts having jurisdiction. 1.23. Liens —Liens, charges, security interests or encum- brances upon real property or personal property. 1.24. Milestone —A principal event specified in the Con- tract Documents relating to an intermediate completion date or time prior to Substantial Completion of all the Work. 1.25. Notice of Award —The written notice by OWNER to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein. within the time specified, OWNER will sign and deliver the Agreement. 1.26. Notice to Proceed —A written notice given by OWNER to CONTRACTOR (with a copy to ENGINEER) fixing the date on which the Contract Times will commence to run and on which CONTRACTOR shall start to perform' CONTRAC- TOR's obligations under the Contract Documents. 1.27. OWNER —The public body or authority. corpora- tion, association, firm or person with whom CONTRACTOR has entered into the Agreement and for whom the Work is to be provided. 1.28. Partial Utilization —Use by OWNER of a substan- tial] y completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. 1.29. PCBs —Polychlorinated biphenyls. 1.30. Petroleum —Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline. kerosene, and oil mixed with other non -Hazardous Wastes and crude oils: 1.31. Ptajcci=- T hetotal construction of Which the Wnrk to be provided under the Contract Documents may be the whole, or a pan as indicated elsewhere in the Contract Documents. 1.32. Radioactive Material Source. special 'nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 1.33. Resident Project Representative- The authorized representative of ENGINEER who may be assigned to the site or any part thereof. 1.34. Samples —Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 1.35. Shop Drawings—AII drawings, diagrams, illustra- tions, schedules and other data or information which arc specifically prepared or assembled by or for CONTRACTOR and submitted by CONTRACTOR to illustrate some portion of the Work. 1.36. Specifications —Those portions of the Contract Doc- uments consisting of written technical descriptions of materi- als, equipment, construction systems, standards and workman- ship as applied to the Work and certain administrative details applicable thereto. 1.37. Subcontractor —An individual, firm or corporation having a direct contract with CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the site. 1.38. Substantial Completion —The Work (or a specified part thereof) has progressed to the point where, in the opinion of ENGINEER as evidenced by ENGINEER's definitive certificate of Substantial Completion, it is sufficiently com- plete, in accordance with the Contract Documents, so that the Work (or specified part) can be utilized for the purposes for which it is intended; or if no such certificate is issued, when the Work is complete and ready for final payment as evidenced by. ENGINEER's written recommendation of final payment in accordance with paragraph 14.13. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 1.39. Supplementary Conditions —The part of the Contract Documents which amends or supplements these General Con- ditions. 1.40. Supplier —A manufacturer, fabricator, supplier, dis- tributor, materialman or vendor having a direct contract with CONTRACTOR or with any Subcontractor to furnish materi- als or equipment to be incorporated in the Work by CON- TRACTOR or any Subcontractor. 1.41. Underground Facilities—AII pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels or other such facilities or attachments, and any encasements containing such facilities which have been installed underground to furnish any of the following services or materials: electricity. gases, s earn, liquid petroleum products, telephone or other communica- tions, cable television, sewage and drainage removal, traffic or other control systems or water.' 1.42. Unit Price Wink —Work to be paid for on the basis of unit prices. 14 1.43. Work —The entire completed construction or the var- ious separately identifiableparts thereof required to be fur- nished under the Contract Documents. Work includes and is the result of performing or furnishing labor and furnishing and incorporating materials and equipment into the construction, and performing or furnishing services and furnishing docu- ments, all as required by the Contract Documents. 1.44. Work Change Directive —A written directive to CON- TRACTOR, issued on or after the Effective Date of the Agreement and signed by OWNER and recommended by ENGINEER, ordering an addition, deletion or revision in the Work, or responding to differing or unforeseen physical condi- tions under which the Work is to be performed as provided in paragraph 4.2 or 4.3 or to emergencies under paragraph 6.23. A Work Change Directive will not change the Contract Price or the Contract Times, but is evidence that the parties expect that the change directed or documented by a Work Change Direc- tive will be incorporated in a subsequently issued Change Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times as provided in paragr O 10.2, 1.45. Written Amend►nent—A written amendment of the Contract Documents, signed by OWNER and CONTRACTOR on or after the Effective Date of the Agreement and normally dealing with the nonengineering or nontechnical rather than strictly construction -related aspects of the Contract Docu- ments. ARTICLE 2—PRELIMINARY MATTERS De6rrry of Bonds: 2.1. When CONTRACTOR delivers the executed Agree- ments to OWNER, CONTRACTOR shall also deliver to OWNER such Bonds as CONTRACTOR may be required to furnish in accordance with paragraph _5.1. Copies of Documents: 2.2. OWNER shall furnish to CONTRACTOR up to ten copies (unless otherwise specified in the Supplementary Con- ditions) of the Contract Documents as are reasonably neces- sary for the execution of the Work. Additional copies will be furnished, upon request, at the cost of reproduction. Commencement` of Con&act Tines; Notice to Proem : 2.3. The Contract Tirnes will commence to run on the thirti- eth day after the Effective Date of the Agreement, or, if a Notice to proceed is given, on the day indicated in the Notice to Proceed. A Notice to Proceed may be given at any time within thirty days after the Effective Date of the. Agreement. In no event will the Contract Times commence to run later than the sixtieth day after the day of Bid opening or the thirtieth day after the Effective Date of the Agreement, whichever date is earlier. Starring the Work: 2.4. CONTRACTOR shall start to perform the Work on the date when the Contract Times commence to run, but no Work shall be done at the site prior to the date on which the Contract Times commence to run. Before Starting Consowerioa: 2.5. Before undertaking each part of the Work, CON- TRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements. CONTRAC- TOR shall promptly report, in writing to ENGINEER any conflict, error, ambiguity or discrepancy which CONTRAC- TOR may discover and shall obtain a written interpretation or clarification from ENGINEER before proceeding with any Work affected thereby; however, CONTRACTOR` shall not be liable to OWNER or ENGINEER for failure to report any conflict, error, ambiguity or discrepancy in the Contract Doc- uments, unless CONTRACTOR knew or reasonably should have known thereof. 2.6. Within ten days after the Effective Date of the Agree- ment (unlessotherwise specified in the General Requirements), CONTRACTOR shall submit to ENGINEER for review: 2.6.1. 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 Documents; 2.6.2. a preliminary schedule of Shop Drawing and Sam- ple submittals which'will list each required submittal and the times for submitting, reviewing and processing such submit- tal 2.6.3. a preliminary schedule of values for all of the Work which will include quantities and prices of items aggregating the Contract Price and will subdivide the Work into component parts in sufficient detail to serve as the basis for progress payments during construction. Such prices will include an appropriate amount of overhead and profit appli- cable to each item of Work. 2.7. Before any Work at the site is started, CONTRACTOR and OWNER shalleach deliver to the other, with copies to each additional insured identified in the'Supplementary Condi- tions, certificates of insurance (and other evidence of insurance which either of them or any additional insured may reasonably request) which CONTRACTOR and OWNER respectively are graphs 5.4. 5.6 and 5.7. Preeonstruedon Conference: 2.8. Within twenty days after the Contract Times start to run, but before any Work at the site .is started. a conference 15 attended by CONTRACTOR, ENGINEER and others as ap- propriate will be held to establish a working understanding among the parties as to the Work and to discuss the schedules referred to in paragraph 2.6, procedures for handling Shop Drdwings and other submittals, processing Applications for Payment and maintaining required records. Initially Acceptable Schedules: 2.9. Unless otherwise provided in the Contract Docu- ments, at least ten days before submission of the first Applica- tion 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 sched- ules submitted in accordance with paragraph 2.6. CONTRAC- TOR shall have an additional ten days to make corrections and adjustments and to complete and resubmit the schedules. No progress payment shall be made to CONTRACTOR until the schedules are submitted to and acceptable to ENGINEER as provided below. The progress schedule will be acceptableto ENGINEER as providing an orderly progression of the Work to completion within any specified Milestones and the Contract Times. but such acceptance will neither impose on ENGI- NEER responsibility for the sequencing, scheduling or progress of the Work nor interfere with or relieve CONTRACTOR from CONTRACTOR's full responsibility therefor. CONTRACTOR's schedule of Shop Drawing and Sample submissions will be acceptable to ENGINEER as providing a workable arrange- ment for reviewing and processing the required submittals. CONTRACTOR's schedule of values will . be acceptable to ENGINEER as to form and substance. ARTICLE 3—CONTRACT DOCUMENTS: INTENT, AMENDING. REUSE . Intentr: 3.1. The Contract Documents comprise the entire agree- ment between OWNER and CONTRACTOR concerning the Work. The Contract Documents are complementary; what is called for by one is as binding as, if called for by all. The Contract Documents will be construed in accordance with the law of the place of the Project. 3.2. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be con- structed in accordance with the Contract Documents. Any Work, materials or equipment that may reasonably bie inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result will be furnished and performed whether or not specifically called for. When words or phrases which have a well- known technical or construction industry or trade meaning are used to describe Work. materials or equipment, such words or phrases shall he interpreted in accordance with that meaning. Clurifi- cations and interpretations of the Contract Documents shall be issued by ENGINEER as provided in paragraph 9.4. 3.3. Reference to Standards and Specifications of Technical Societies; Reporting and Resolving Discrepancies: 3.3.1. Reference to standards, specifications, manuals or codes of any technical society, organization or association, or to the Laws or Regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard, specification, manual, code or Laws or Regulations in effect at the time of opening of Bids (or, on the Effective Date of the Agreement if there were no Bids), except as may be otherwise specifically stated in the Contract Documents. 3.3.2. If, during the performance of the Work, CON- TRACTOR discovers any conflict. error, ambiguity or dis- crepancy within the Contract Documents or between the. Contract Documents and any provision of any such Law or Regulation applicable to the performance of the Work or of any such standard, specification, manual or code or of any instruction of any Supplier referred to in paragraph 6.5. CONTRACTOR shall report it to ENGINEER in writing at once, and, CONTRACTOR shall not proceed with the Work affected thereby (except in an emergency as authorized by paragraph 6.23) until an amendment or supplement to the Contract Documents has been issued by one of the methods indicated in paragraph 3.5 or 3.6; provided, however, that CONTRACTOR shall not he liable to OWNER or ENGI- NEER for failure to report any such conflict, error, ambigu- ity or discrepancy 'unless CONTRACTOR knew or reason- ably should have known thereof. 3.3.3. Except as otherwise specifically stated in the Contract Documents or as may be provided by amendment or supplement thereto issued by one of the methods indi- cated in paragraph 3.5 or 3.6. the provisions of the Contract Documents shall take precedence in resolving any conflict, error, ambiguity or discrepancy between the provisions of the Contract Documents and: 3.3.3.1. the provisions of any such standard, speci- fication, manual. code or instruction (whether or not specifically incorporated by reference -in the Contract Documents). or 3.3.3?. the provisions ofanysuch Laws or Regu- lations 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). code or instruction shall be effective to change the duties and responsibilities of OWN ER. CONTRACTOR or ENGIN EER, or any of their subcontractors, consultants, agents, or em- ployees from those set forth in the Contract Documents, nor shall it be effective to assign -to OWNER. ENGINEER or any of ENGINEER's Consultants. agents or employees any duty or authority to supervise or direct the furnishing or 1 1 16 performance of the Work or any duty or authority to under- take responsibility inconsistent with the provisions of para- graph 9.13 or any other provision of the Contract Docu- ments: ' 3.4. Whenever in the Contract Documents the terms "as ordered: "as directed. "as required.- "as allowed." "as approved" or terms of like effect or import are used, or the adjectives "reasonable.:' "suitable," —acceptable." "proper" or "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review or judg- ment of ENGINEER as to the Work, it is intended that such ' requirement, direction, review or judgment will be solely to evaluate, in general, the completed Work for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed 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 shall not be effective to assign to ENGI- NEER any duty or authority to supervise or direct the furnishing or, performance of the Work or any duty or authority to undertake responsibility contrary to the provi- sions of paragraph 9.13 or any other provision of the Contract Documents. Amending and Supplementing Contract Documents: 3.5. The Contract.Documents may be amended to provide for additions, deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways: 3.5.1. a formal Written Amendment, 3.5.2. a Change Order pursuant to paragraph 10.4), or 3.5.3. a Work Change Directive (pursuant to paragraph 10.1). 3.6. In addition, the requirements of the Contract Docu- ments may; be supplemented, and minor. variations and devia- tions in the Work may he authorized, in one or more of the following ways: of the Drawings, Specifications or other documents (or copies of any thereof) prepared by or bearing the seal.of ENGINEER or ENGINEER's Consultant, and (ii) shall not reuse any of such Drawings, Specifications, other documents ur copies on extensions of the Project or any other project without written consent of OWNER and ENGINEER and specific written verification or adaption by ENGINEER. ARTICLE 4-AVAILABILITY OF LANDS SUBSURFACE AND PHYSICAL CONDITIONS: REFERENCE POINTS Availabi lty of Lands: 4.1. OWNER shall furnish, as indicated in the Contract Documents, the lands upon which the Work is to be performed. rights -of -way and easements for access thereto. and such other lands which are designated for the use of CONTRACTOR. Upon reasonable written request. OWNER shall furnish CON- TRACTOR with a correct statement of record legal title and legal description of the lands upon which the Wort: is to, he performed and OWNER's interest therein as necessaryfor giving notice of or filing a mechanic's lien against such lands in accordance with applicable Laws and Regulations. OWNER shall identify any encumbrances or restrictions not of general application but specifically related to use of lands so furnished with which CONTRACTOR will have to comply in performing the Work. Easements for permanent structures or permanent changes in existing facilities will be obtained and paid for by OWNER, unless otherwise provided in the Contract Docu- ments. If CONTRACTOR and OWNER are unable to agree on entitlement to or the amount or extent of any adjustments in the Contract Price or the Contract Times as a result of any, delay in OWNER's furnishing these lands, rights -of -way or easements. CONTRACTOR :may make a claim therefor as provided in Articles 1 I and 12. CONTRACTOR shall provide for all additional lands and access thereto that may he required for temporary construction facilities or storage of materials and equipment. . 3.6.1. a Field Order (pursuant to paragraph 9.5), 4.2. Subsurface and Physical Conditions: 3.6.2. ENGINEER's approval of a -Shop Drawing or 4.2.1. Reports and Drawin s: Reference is made to the Sample (pursuant to paragraphs 6.26 and 6.27). or Supplementary Conditions for identification oL 3.6.3. ENGINEER's written interpretation or clarifica- " 4.2.1.1. Subsucfat-e Conditinna: Those reports of expio tion (pursuant to paragraph 9.4). rations and tests of subsurface conditions at or contiguous to the site that have been utilized by ENGINEER in preparing the Contract Documents. and Reuse of Documents: 4.2.1.2.- pigsical Conditions: Those drawings of physical 3.7. CONTRACTOR. and any Subcontractor or Supplier conditions in or relating. to existing surface or subsurface' or other person or organization performing or furnishing any of structures at or contiguous to the site (except Underground the Work under direct or indirect contract with OWNER (i) Facilities) that have been utilized by ENGINl-F.R in pmptar- shall not have or acquire any title to or ownership rights in any ing the Contract Documents., 17 I 4.2.2. Limited Reliance by CONTRAC70R Authorized; Tr• finical Data: CONTRACTOR -may -rely upon the -general :;racy of the"technical data" contained in such reports and ings, but such reports and drawings are not Contract I oments. Such "technical data" is identified in the Supple n . ,:ary Conditions. Except for such reliance on such "tech- ni ai data;' CONTRACTOR may not rely upon or make any claim against OWNER, ENGINEER or any of ENGINEER's Consultants with respect to: 4.2.2.1. the completeness of such reports and drawings for CONTRACTOR's purposes, including, but not limited to, any aspects of the means, methods, techniques, se- quences and procedures of construction to be employed by CONTRACTOR and safety precautions and programs inci- dent thereto, or 4.2.5. Possible Contract Documents Change: If ENGI- NEER concludes that a change in the Contract Documents is required as a result of a condition that meets one or more of the categories in paragraph 4.2.3., a WorkChange Directive or a Change Order will be issued as provided in Article 10 to reflect and document the consequences of such change. 4.2.6. Possible Price and Times Adjustments: An equitable adjustment in the Contract Price or in the Contract Times, or both, will be allowed to the extent that the existence of such uncovered or revealed condition causes' an increase or de- crease in CONTRACTOR's` cost of. or time required for performance of, the Work subject, however, to the following: 4.2.6.1. such condition must meet anyone or more of the categories described in paragraphs 4.2.3.1 through 4.2.3.4. inclusive; 4.2.2.2. other data, interpretations, opinions and infor- 4.2.6.2. a change in the Contract Documents pursuant to . mation contained in such reports or shown or indicated in paragraph 4.2.5 will not be an automatic authorization of nor such drawings, or a condition precedent to entitlement to any such adjustment; 4.2.2.3. any CONTRACTOR interpretation of or conclu- 4.2.6.3. with respect to Work that is paid for on a Unit sion drawn from any "technical data'.' or any such data, Price Basis, any adjustment in Contract Price will be subject interpretations, opinions or information. to the provisions of paragraphs 9.10 and 11.9; and 4.2.3. Notice of Differing Subsurface or Physical Condi- 4.2.6.4. CONTRACTOR shall not be entitled to any tions: If CONTRACTOR believes that any subsurface or adjustment in the Contract Price or Times if; physical condition at or contiguous to the site that is uncovered or revealed either: 4.2.6.4.1. CONTRACTOR knew of the existence of such conditions at the time CONTRACTOR made a final 4.2.3.1. is of such a nature as to establish that any commitment to OWNER in respect of Contract Price and "technical data" on which CONTRACTOR is entitled to Contract Times by the submission of a bid or becoming rely as provided in paragraphs 4.2.1 and 4.2.2. is materially bound under a negotiated contract; or 1 inaccurate, or 4.2.6.4.2. the existence of such condition could rea- 4.2.3.2. is of such a nature as to require a change in the sonably have been discovered or revealed as a result of Contract Documents, or any examination, investigation, exploration, test or study of the site and contiguous areas required by the Bidding 4.2.3.3. differs materially from that shown or indicated in Requirements or Contract Documents to be conducted by the Contract Documents, or or for CONTRACTOR prior to CONTRACTOR's making 4.2.3.4. is of an unusual nature, and differs materially such final commitment; or from conditions ordinarily encountered and generally recog- 4.2.6.4.3. CONTRACTOR failed to give the written nized as inherent in work of the character provided for in the notice within the time and as required by paragraph 4.2.3. Contract Documents; then if OWNER and CONTRACTOR arc unable to agree on CONTRACTOR shall, promptly after becoming aware thereof entitlement to or as to the amount or length of any such and before further disturbing conditions affected thereby or equitable adjustment in the Contract Price or Contract Times, in I I and 12. performing any' Work in connection therewith (except in an a. claim may be made therefor as provided Articles emergency as permitted by paragraph 6.23),-notify OWNER However, OWNER, ENGINEER and ENGINEER's Consult - and ENGINEER in writing about such condition. CONTRAC- ants shall not be liable to CONTRACTOR for any claims, TOR shall not further disturb such conditions or perform any costs, losses or damages sustained by CONTRACTOR on or in ..,.a, :_ ,.----....-- th& . ith aYri-nr ar afnresaid) until m- connection with any other project or anticipated project ceipt of written order to do so. 4.2 4. ENGINEER's Review: ENGINEER will promptly review the pertinent conditions, determine the necessity of OWNER's obtaining additional exploration or tests with re- spect thereto and advise OWNER in writing (with a copy to CONTRACTOR) of ENGINEER's findings and conclusions. 4.3. Physical Conditions —Underground Facilities: 4.3. L Shown or lndiraied: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the site is based on ' 18 information and data furnished to OWNER or ENGINEER by the owners of such Underground Facilities or by others. Unless it is otherwise expressly provided in the Supplementary Conditions: 4.3.1.1. OWNER and ENGINEER shall not be respon- sible for the accuracy or completeness of any such informa- tion or data. and 4.3.1.2. The cost of all of the following will be included in the Contract Price and CONTRACTOR shall have full respon- sibility for. (i) reviewing and checking all such information and data, (ii) locating all Underground Facilities shown or indicated in the Contract Documents, (iii) coordination of the Work with the owners of such Underground Facilities during construction, and (iv) the safety and protection of all such Underground Facilities as provided in paragraph 6.20 and repairing any damage thereto resulting from the Work. 4.3.2. Not Shorn or indicated: if an Underground Facility is uncovered or revealed at or contiguous to the site which was not shown or indicated in the Contract Documents,' CON- TRACTOR shall. promptly after becoming aware thereof and before further disturbing conditions affected thereby or per- forming any Work ' in connection therewith (except in an emergency as required by paragraph 6.23), identify the owner of such Underground Facility, and give written notice to that owner and to OWNER and ENGINEER. ENGINEER will. promptly review the Underground Facility and determine the extent, if any, to which a change is required in the Contract Documents to reflect and document the consequences of the existence of the Underground Facility. If ENGINEER con- cludes that a change in the Contract Documents is required, a Work Change Directive or a Change Order will be issued as provided in Article 10 to reflect and document such conse- quences. During such time, CONTRACTOR shall be respon- sible for the safety and protection of such Underground Facility as provided in paragraph 6.20.. CONTRACTOR shall be al- lowed an increase in the Contract Price or an extension of the Contract Times, or both, to the extent that they are attributable to the existence of any Underground Facility that was not shown or indicated in the Contract Documents and that CON- TRACTOR did not know of and could not reasonably have been expected to be aware of or to have anticipated. If OWNER and CONTRACTOR are unable to agree on entitle- ment to or the amount or length of any such adjustment in Contract Price or Contract Times, CONTRACTOR may make a claim therefor as provided in Articles 1 I and 12. However, OWNER, ENGINEER and ENGINEER's Consultants shall not be liable to CONTRACTOR for any claims, costs, losses or damages incurred or sustained by CONTRACTOR on or in connection with any other project or anticipated project. without the prior written approval of OWNER. CONTRAC- TOR shall report to ENGINEER whenever any reference point is lost or destroyed or requires relocation because of necessary changes in grades or locations• and shall be respon- sible for the accurate replacement or relocation of such refer- ence points by professionally qualified personnel. 4.5. Asbestos, PCBs, Petroleum, Hazardous Waste or Radio- active Material: 4.5.1. OWNER shall be responsible for any Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material uncovered or revealed at the site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be within the scope of the Work and which may present substantial danger to persons or property exposed thereto in connection with the Work at the site. OWNER shall not be responsible for any such materials brought to the site by CONTRACTOR, Subcontractor, Suppli- ers or anyone else for whom CONTRACTOR is responsible. 4.5.2. CONTRACTOR shall immediately: (i) stop all Work in connection with such hazardous condition and in. any area affected thereby (except in an emergency as re- quired by paragraph 6.23), and (ii) notify OWNER and ENGINEER (and thereafter confirm such notice in writing). OWNER shall promptly consult with ENGINEER concern- ing the necessity for OWNER to retain a qualified expert to evaluate such hazardous condition or take corrective action,` if any. CONTRACTOR shall not be required to resume Work in connection with such hazardous condition or in any such affected area until after OWNER has obtained any required permits related thereto and delivered to CONTRACTOR special written notice: (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work, or (ii) specifying any special conditions under which such Work may resumed safely. If OWNER and CONTRACTOR cannot agree as to entitlement to or the amount or extent of an adjustment. if any, in Contract Price or Contract Times as a result of such Work stoppage or such special conditions under which Work is agreed by CON- TRACTOR to be resumed, either party may make a claim therefor as provided in Articles I I and 12. 4.5.3." If after receipt of such special written notice CONTRACTOR does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to. resume such Work under such special conditions, then OWNER may order such portion of the Work that is in. connection with such hazardous condition or in such af- fected area to be deleted from the, Work. If OWNER and CONTRACTOR cannot agree as to entitlement to or the amount or extent of an adjustment, if any, in Contract Price or Contract Times as a result of deleting such portion of the ' RejwrncePoinnw Work then either may make a claim therefor as provided in Articles 11 and 12. OWNER may have such 4.4. OWNER shall provide engineering surveys to estab- deleted portion of the Work performed by OWNER's own lish reference points for construction which in ENGINEER's forces or others in accordance with Article 7. judgment are necessary to enable CONTRACTOR to proceed with the Work. CONTRACTOR shall be responsible for 1:tving 4.5.4., To the fullest extent permitted by I_aw and Reg - out the Work, shall protect and preserve the estubits111 ulations. OWNER shall indemnify and holdharmles, CON - reference points and shall make no changes or relocations TRACIDR, Subcontructors, ENGINEER, ENGINf:1:R's 10 I Consultants and the officers, directors, employees, agents, other consultants and subcontractors of each and any of them from and against all claims, costs, losses and damages arising out of or resulting from such hazardous condition, provided that: (i) 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, and (ii) nothing in this subparagraph 4.5.4 shall obligate OWNER to indemnify any person or entity from and against the consequences of that person's or entity's own negli- gence. 4.5.5. The provisions of paragraphs 4.2 and 4.3 are not intended to apply to Asbestos, PCBs, Petroleum, Hazardous Waste or Radioactive Material uncovered or revealed at the site. ARTICLE 5-BONDS AND INSURANCE companies that are duly licensed or authorized in the juris- diction in which the Project is located to issue Bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies shall also meet such additional requirements and qualifications as may be pro- vided in the Supplementary Conditions. 5.3.2. CONTRACTOR shall deliver to OWNER, with copies to; each additional insured identified in the Supple- mentary Conditions, certificates of insurance (and other evidence of insurance. requested by OWNER or any other additional insured) which CONTRACTOR is required to purchase and maintain in accordance with paragraph 5.4. OWNER shall deliver to CONTRACTOR, with copies to each additional insured identified -in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by CONTRACTOR or any other addi- tional insured) which OWNER is required to purchase and maintain in accordance with paragraphs 5.6 and 5.7 hereof. CONTRAC70R's Liability Insurance: 5.4. CONTRAC'POR shall purchase and maintain such Performance, Payment and Other Bonds: liability and other insurance as is appropriate for the Work being performed and furnished and as will provide protection 5. 1. - CONTRACTOR shall famish Performance and Pay- from claims set forth below whichmay arise out of or result ment Bonds, each in an amount at least equal to the Contract from CONTRACTOR's performance and furnishing of the Price as security for the faithful. performance and payment of Work and CONTRACTOR's other obligations under the Con - all CONTRACTOR'S obligations under the Contract Docu- tract Documents, whether it is to be performed or furnished by ments. These Bonds shall remain in effect at least until one CONTRACTOR, any Subcontractor or Supplier, or by anyone . year after the date when final payment becomes due, except as directly or indirectly employed by any of them to perform or provided otherwise by Laws or Regulations or by the Contract furnish any of the Work, or by anyone for whose acts any of Documents, CONTRACTOR `shall also furnish such other them may be liable: Bonds as arc required by the Supplementary Conditions. All Bonds shall be in the form prescribed by the Contract Docu- ments except as provided, otherwise by Laws or Regulations. and shall be executed by such sureties as arc `named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on. Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff, Bureau of Government Financial Opera- tions, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by certified copy of such agent's authority to act. 5.4.1. claims under workers' compensation, disability benefits and other similar employee benefit acts; 5.4.2 claims for damages because of bodily injury, oc- cupational sickness or disease, or death of CONTRAC- TOR's employees; 5.4.3. claims for damages because of bodily injury, sick- ness or disease. or death of any person other than CON- TRACTOR's employees: 5.2. If the surety on any Bond furnished by CONTRAC- 5.4.4. claims for damages insured by customary personal TOR is declared a bankrupt or becomes insolvent or its right to injury ;liability coverage which are sustained: Ail by any do business is terminated in any state where any part of the person as a result of an offense directly or indirectly related Project is located or it ceases to meet the requirements of to the employment of such person by CONTRACTOR. or 60 paragraph 5.1. CONTRACTOR shall within ten days thereafter by any other person for any other reason: substitute another Bond and surety, both of which must be acceptable 54 i laimsfor damages. other than to the Work itself. because of injury to or destruction of tangible property d' I d' I f ... rewltin therefrom• 5.3. Licensed Sureties and Insurers; Certrfreates of Insurance. 5.3.1. All Bonds and insurance required by the Contract Documents to be purchased and maintained by OWNER or CONTRACTOR shall be obtained from surety or insurance wherever ovate , me u mg os+ o + 6 and 5.4.6. claims for'damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. .1 I 20 The policies of insurance so required by this paragraph 5.4 to be purchased and maintained shall: 5.4.7. with respect to insurance required by paragraphs 5.4.3 through 5.4.6 inclusive. include as additional insureds (subject to any customary exclusion in respect of profes- sional liability) OWNER. ENGINEER. ENGiNEER's Con- sultants and any other persons or entities identified in the Supplementary Conditions, all of whom shall be listed as additional insureds, and include coverage for the respective officers and employees of all such additional insureds 5.4.8. include the specific coverages and be written for not less than the limits of liability provided in the Supple- mentary Conditions or required by Laws or Regulations. whichever is greater; 5.4.9. include completed operations insurance: 5.4.10. include contractual liability insurance covering CONTRACTOR's indemnity obligations under paragraphs 6.12, 6.16 and 6.31 through 6.33: 5.4.11. contain a provision or endorsement that the coverage afforded will not be cancelled. materially changed or renewal refused until at least thirty days prior written notice has been given to OWNER and CONTRACTOR and to each other additional insured identified in the Supplemen- tary Conditions to whom a certificate of insurance has been issued (and the certificates of insurance furnished by the CONTRACTOR pursuant to paragraph 5.3.2 will so pro- vide); 5.4.12. remain in effect at least until final payment and at all times thereafter when CONTRACTOR may be correct mg. removing or replacing defective Work in accordance with paragraph 13.12. and 5.4.13. with respect to completed` operationsinsurance, and any insurance coverage written on claims -made basis. remain in effect for at least two years after final payment (and CONTRACTOR shall furnish OWNER and each other additional insured identified in the Supplementary Condi- tions to whom a certificate of insurance has been issued evidence satisfactory to OWNER and any such additional insured of continuation of such insurance at final payment and one year thereafter). OWNER's LraN ity Insurance: 5.5. In addition to the insurance required to be provided by CONTRACTOR under paragraph 5.4.OWNER. at OWNER's option, may purchase and inaimairi at OWNER's expense OWNER's; own liability insurance as will protect 'OWNER against claims which may arise from operations under the Contract Documents. PropeM Insurance: 5.6. Unless otherwise provided in the Supplementary Con- ditions, OWNER shall purchase and maintain property insur- ance upon the Work at the site in the amount of the full 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: 5.6.1. include the interests of OWNER. CONTRAC- TOR Subcontractors, ENGINEER. ENGINEER's Con- sultants and any other persons or entities identified in the Supplementary Conditions, each of whom is deemed to have an insurable > interest and shall be listed as an insured or additional insured; 5.6.2. be written on a Builder's Risk "all-risk" or open peril or special causes of loss policy form that shall at least include insurance for physical loss or damage to the Work. temporary buildings, falsework and Work in transit and shall insure against at least the following perils fire, lightning. extended coverage, theft, vandalism and malicious mischief. earthquake, collapse. debris removal, demolition occasioned by enforcement of Laws and Regulations. water damage, and such other perils as may be specifically required by the Supplementary Conditions; 5.6.3. include expenses incurred in the repair or replace- ment of any insured property (including but not limited to fees and charges of engineers and architects); 5.6.4. cover materials and equipment stored at the site or at another location that was agreed to in writing by OWNER prior to being incorporated in the Work, provided that such materials and equipment have been included in an Applica- tion for Payment recommended by ENGINEER: and 5.6.5. be maintained in effect until final payment is made , unless otherwise agreed to in writing by OWNER, CON-, TRACTOR and ENGINEER with thirty days written notice to each other additional insured to whom a certificate of insurance has been issued. 5.7. OWNER shall purchase and maintain such boiler and machinery insurance or additional property insurance as may be required by the Supplementary Conditions or Laws and - Regulations which` will include the interests of OWNER, CONTRACTOR, Subcontractors, ENGINEER, ENGINEER's Consultants and any other persons or entities identified in the -Supplementary Conditions, each of whom is deemed to have an insurable interest and shall be listed as an insured or additional insured. 5.8. All the policies of insurance (and the certificates or' other evidence thereof) required to be purchased and main- tained by OWNER in accordance with paragraphs 5.6 and 5.7 will contain a provision or endorsement that the coverage afforded will not be cancelled or materially changed or renewal refused until at least thirty days' prior written notice has been given to OWNER and CONTRACTOR and to each other additional insured to whom a certificate of insurance has been issued and will contain waiver provisions in accordance with paragraph 5.11. 21 5.9. OWNER shall not be responsible for purchasing and maintaining any property insurance to protect the interests of CONTRACTOR, Subcontractors or others in the Work to the extent of any.deductible amounts that are identified in the Supplementary Conditions. The risk of loss within such iden- tified deductible amount, will be borne by CONTRACTOR. Subcontractor or others suffering any such loss and if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain it at the purchaser's own expense. 5.10. If CONTRACTOR requests in writing that other special insurance be included in the property insurance policies provided under paragraphs 5.6 or 5.7. OWNER shall, if possi- ble, include such insurance, and the cost thereof will be charged to CONTRACTOR by appropriate Change Order or Written Amendment:' Prior to commencement of the Work at the site, OWNER shall in writing advise CONTRACTOR whether or not such other insurance has been procured by OWNER. 5.11. WaWr of Rights: 5.11.1. OWNER and CONTRACTOR intend that all policies purchased in accordance with paragraphs 5.6 and 5.7 will protect OWNER, CONTRACTOR. Subcontractors, ENGINEER, ENGINEER's Consultants and all other per- sons or entities identified in the Supplementary Conditions to be listed as insureds or additional insureds in such policies and will provide primary coverage for all losses and damages caused by the perils covered thereby. All such policies 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 of the insureds or additional insureds thereunder. OWNER and CONTRACTOR waive all rights against each other and their respective officers, directors, employees and agents for all losses and damages caused by, arising out of or resulting from any of the perils covered by such policies and any other property insurance applicable to the Work; and, in addition, waive all such rights against Subcontractors, ENGINEER. ENGINEER's Consultants and all other persons or entities identified in the Supplemen- tary Conditions to be listed as insureds or additional insureds under such policies for losses and damages so caused. None of the above waivers shall extend to the rights that any party making such waiver may have to the proceeds of insurance held by OWNER as trustee or otherwise payable under any policy so issued. 5.11.2. In addition, OWNER waives all rights against NEER's Consultants and the officers, directors, employees and agents of any of them. for. 5.11.2.1. loss due to business interruption, loss of use or other consequential loss extending beyond direct phys- ical loss or damage to OWNER's property or the Work caused by, arising out of or resulting from fire or other peril, whether or not insured by OWNER; and 5.11.2.2. loss or damage to the completed Project or part thereof caused by. arising out of or resulting from fire or other insured peril covered by any property insurance maintained on the completed Project or part thereof by OWNER during partial utilization pursuant to paragraph 14.10, after substantial completion pursuant to paragraph 14.8 or after final payment pursuant to paragraph 14.13. Any insurance policy maintained by OWNER covering any loss. damage or consequential loss referred to in this paragraph 5.11.2 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 any of CON- TRACTOR, Subcontractors. ENGINEER. ENGiNEER's Con sultants and the officers, directors, employees and agents of any of them. Receipt and Application of Insurance Proceeds 5.12. Any insured loss under the policies of insurance required by paragraphs 5,6 and 5.7 -will be adjusted with OWNER and made payable to OWNER as fiduciary for the insureds. as their interests may appear, subject to the require- ments of any applicable mortgage clause and of paragraph 5.13. OWNER shall deposit in a separate account any money so received, and shall distribute it in accordance with such agree- ment as the parties in interest may reach. if no other special agreement is reached the damaged Work shall be repairedor replaced. the moneys so received applied on account thereof and the Work and the cost thereof covered by an appropriate Change Order or Written Amendment. 5.13. OWNER as fiduciary shall have power to adjust and settle any loss with the insurers unless one of the parties in t interest shall object in writing within fifteen days after the occurrence of loss to OWNER's exercise of this power. If such objection be made. OWNER as fiduciaryshall make settlement ' with the insurers in accordance with such agreement as the parties in interest may reach. If no such agreement among the parties in interest is reached. OWNER as fiduciary shall adjust and settle the loss with the insurers and, if required in writing by any party in interest. OWNER as fiduciary shall give bond for the proper performance of such duties. Acceptance of Bonds and Insurance; Option to Replace 5.14. if either party (OWNER or CONTRACTOR) has any objection to the coverage afforded by or other provisions of the Bonds or insurance required to be purchased and maintained by the other party in accordance with Article 5 on the basis of non-conformance with the Contract Documents, the objecting party shall so notify the other party in writing within ten days after receipt of the certificates (or other evidence requested) required by paragraph 2.7.OWNER and CONTRACTOR shall each provide to the other such additional information in respect of insurance provided as the other may reasonably request. If either party does not purchme or maintain gill of the Banda, and insurance required of such party by the Contract Documents, such party shall notify the other party in writing of such failure to purchase prior to the star of the Work. or of such failure to maintain prior to any change in the required coverage. Without prejudice to any other right or remedy, the other party may elect to obtain equivalent Bonds or insurance to protect such ' other party's interests at the expense of the party who was 22 , required to provide such coverage. and a Change Order shall be issued to adjust the Contract Price accordingly. 1'arti& Valuation Property Insurance: 5.15. if OWNER finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion of all the Work. such use or occupancy may be accomplished in accordance with paragraph 14.10; provided that no such use or occupancy shall commence before the insurers providing the property insurance have acknowledged notice thereof and in writing effected any changes in coverage necessitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or policies. but the property insur- ance shall not be cancelled or permitted to lapse on account of any such partial use or occupancy. ARTICLE 6--CONTRACTOR'S RESPONSIBILITIES Supervision and Superintendence: 6.1. 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 Con- tract Documents. CONTRACTOR shall be solely responsible for the means. methods, techniques, sequences and procedures of construction, but CONTRACTOR shall not be responsible for the negligence of others in, the design or specification of a specific means, method, technique, sequence or procedure of construction :which is shown orindicated in and expressly required by the Contract Documents. CONTRACTOR shall be responsible to see that the completed Work complies accu- rately with the Contract Documents. 6.2. CONTRACTOR shall keep on the Work at all times during its progress a competent resident superintendent, who shall not be replaced without written notice to OWNER and ENGINEER except under extraordinary circumstances. The superintendent will be CONTRACTOR`s representative at the site and shall have authority to act on behalf of CONTRAC- TOR' All communications to the superintendent shall be as binding as if given to CONTRACTOR. labor, Materials and Equipment. 6.3. CONTRACTOR shall provide competent, rll*t:khlYAquaL-- ified'personnel to survey, lay out and construct the Work as required by the Contract Documents. CONTRACTOR shall at all times maintain good discipline and order at the site. 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 indicated in the Contract Documents, all Work at the site shall'be performed during regular working hours and CONTRACTOR will not permit overtime work or the perfor- mance of Work on Saturday, Sunday or any legal holiday without OWNER's written consent given after prior written notice to ENGINEER. 6.4. Unless otherwise specified in the General Require- ments, CONTRACTOR shall furnish and assume full respon- sibility for all materials. equipment, labor, transportation, con- struction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, tempo- rary facilities and all other facilities and incidentals necessary for the furnishing, performance, testing, start-up and comple- tion of the Work. 6.5. All materials and equipment shall be of good quality and new, except as otherwise provided intheContract Docu- ments. All wan -antics and guarantees specifically called for 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 kind and quality of materials and equipment. All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with instructions of the applicable Supplier, except as otherwise provided in the Contract Documents. Progress Schedule: 6.6. CONTRACTOR shall adhere to the progress' schedule established in accordance with paragraph 2.9 as it may be adjusted from time to time as provided below: 6.6.1. CONTRACTOR shall submit to ENGINEER for acceptance (to the extent indicated in paragraph 2.9) pro- posed -adjustments in the progress schedule that will not change the Contract Times _(or Milestones). Such adjust- ments will conform generally to the progress schedule then in effect and additionally will comply with any,provisions of the General Requirements applicable thereto, 6.6.2. Proposed adjustments in .the progress schedule that will change the Contract Times (or Milestones) shall be submitted in accordance with the requirements of paragraph 12.1., Such adjustments may only be made by a Change Order or Written Amendment in accordance with Article 12. 6.7. Substitutes and "Or-Equcr" Items. 6.7.1. Whenever an item of material or equipment is specified or described. in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent or "or -equal" item or no substitution is permitted. other items of material or equip- ment or material or equipment of other Suppliers may be accepted by ENGINEER under the following circumstances: 23 6.7.1.1. ''Or-Equu!": If in ENGINEER's sole discre- tion an item of material or equipment proposed by CON- TRACTOR is functionally equal to that named and suffi- ciently similar so that no change in related Work will be required. it may be considered by ENGINEER as an °or -equal" item. in which case review and approval of the proposed item may. in ENGINEER's sole discretion, be accomplished without compliance with some or all of the requirements for acceptance of proposed substitute items. 6.7.1.2. Substitute Items: If in ENGINEER's sole discretion an item of material or equipment proposed by CONTRACTOR does not qualify as an "or -equal item under subparagraph 6.7.1.1. it will be considered a pro- posed substitute item. CONTRACTOR shall submit suffi- cient information as provided below to allow ENGINEER to determine that the item of material .or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. The procedure for review by the ENGINEER will include the following as supple- mented in the General Requirements and as ENGINEER may decide is appropriate under the circumstances. Re- quests for review of proposed substitute' items of material or equipment will not be accepted by, ENGINEER from anyone other than CONTRACTOR. If CONTRACTOR wishes to furnish or use a substitute item of material or equipment. CONTRACTOR shall first make written appii- cation to ENGINEER for acceptance thereof, certifying that the proposed substitute will perform adequately the functions and achieve the results called for by the general design, be similar in substance to that specified and be suited to the same use as that specified. The application will state the extent, if any: to which the evaluation and acceptance of the proposed substitute will prejudice CON- TRACTOR's achievement of Substantial Completion on time, whether or not acceptance of the substitute for use in the Work will require a change in any of the Contract Documents (or in the provisions 'of any other direct contract with OWNER for work on the Project) to adapt the design to the proposed substitute and whether or not incorporation or use of the substitute in connection with the Work is subject to payment of any license fee or royalty. All variations of the proposed substitute from that specified will be identified in the application and available maintenance, repair and replacement service will be indi- cated. The application will also contain an itemized esti- mate of all costs or credits that will result directly or indirectly from acceptance of such substitute, including costs of redesign and claims of other contractors affected by the resulting change. all of which will be considered by ENGINEER in evaluating the proposed substitute. EN- GINEER may require CONTRACTOR to furnish addi- tional data about the proposed substitute. 6.7.1.3. COAFTRAC7I0R's Expense: All data to be provided by CONTRACTOR in support of any proposed ..or -equal -or substitute item will be at CONTRACInR's expense. 6.7.2. Substitute Construction Methods or Procedures: If a specific means. method. technique. sequence or procedure of construction is shown or indicated in and expressly required by the Contract Documents. CONTRACTOR may furnish or utilize a substitute means. method, technique, sequence or procedure of construction acceptable to ENGINEER. CON- TRACTOR shall submit sufficient information to allow ENGI- NEER. in ENGINEER's sole discretion, to determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. The procedure for review by ENGI- NEER will be similar to that provided in subparagraph 6.7.1.2. 6.7.3. Engineer's Evaluation: ENGINEER will be allowed a reasonable time within which to evaluate each proposal or submittal .made pursuant to paragraphs 6.7.1.2 and 6.7.2. ENGINEER will be the sole judge of acceptability. No "or - equal" or substitute will be ordered, installed or utilized without ENGINEER's prior written acceptance which will be evidenced by either a Change Order or an approved Shop Drawing. OWNER may require CONTRACTOR to furnish at CONTRACTOR's expense a special performance guarantee or other surety with respect to any "or -equal" or substitute. ENGINEER will record time required by ENGINEER and ENGINEER's Consultants in evaluating substitutes proposed or submitted by CONTRACTOR pursuant to paragraphs 6.7.1.2 and 6.7.2 and in making changes in the Contract Documents (or in the provisions of any other direct contract with OWNER for work on the Project) occasioned thereby: Whether or not ENGINEER accepts a substitute item so proposed or submit- ted by CONTRACTOR, CONTRACTOR shall reimburse OWNER for the charges of ENGINEER and ENGINEER's Consultants for evaluating each such proposed substitute item. Conarnung Subcontradors, Suppliers and Others: 6.8.1. CONTRACTOR shall not employ any Subcon- tractor, Supplier or other person or organization (including those'acceptable to OWNER and ENGINEER as indicated in paragraph 6,8.2), whether initially or as a substitute, against whom OWNER or ENGINEER may have reason- able objection. CONTRACTOR shall not be required to employ any Subcontractor. Supplier or other person or organization to furnish or perform: any of the Work against whom CONTRACTOR has reasonable objection. 6.8.2. If the Supplementary Conditions require the iden- tity of certain Subcontractors, Suppliers or other persons or organizations (including those who are to furnish the princi- pal items of materials or equipment) to be submitted to OWNER in advance of the specified date prior to the Effective Date of the Agreement for acceptance by OWNER and ENGINEER, and if CONTRACTOR has submitted a list thereof in accordance with the Supplementary Condi- tions, OWNER's or ENGINEER's acceptance (either in date indicated for acceptance or objection in the bidding documents or the Contract Documents) of any such Subcon- tractor, Supplier -or -other -person -or -organization so -identified— may be revoked on the basis of reasonable objection after due investigation, in which case CONTRACTOR shall sub- mit an acceptable substitute, the Contract Price will be adjusted by the difference in the cost occasioned by such 24 substitution and an appropriate Change Order will be issued or Written Amendment signed. No acceptance by OWNER or ENGINEER of any such Subcontractor. Supplier or other person or organization shall constitute a waiver of any right of OWNER or ENGINEER to reject defective Work. 6.9:1 CONTRACTOR shall be fully• responsible to OWNER and ENGINEER for all acts and omissions of the Subcontractors. Suppliers and other persons and organiza- tions performing or furnishing any of the Work under a direct or indirect contract with CONTRACTOR just as .CON- TRACTOR is responsible for CONTRACTOR's own acts and omissions. Nothing in the Contract Documents shall create for the benefit of any such Subcontractor, Supplier or other person or organization any contractual relationship between OWNER or ENGINEER and any such Subcon- tractor. Supplier or other person or organization, nor shall it create any obligation on the part of OWNER or ENGI- NEER to pay or to see to the payment of any moneys due any such Subcontractor. Supplier or other person or organi- zation except' as may otherwise be required by Laws and Regulations. 6.9.2. CONTRACTOR shall be solely responsible for scheduling and coordinating the Work of Subcontractors. Suppliers and other persons and organizations performing or furnishing any of the Work under a direct or indirect contract with CONTRACTOR. CONTRACTOR shall require all Sub- contractor.. Suppliers and such other persons and organiza- tions performing or furnishing any of the Work to communi- cate with the ENGINEER through CONTRACTOR. 6.10. The divisions and sections of the Specifications and the identifications of any Drawings shall not control CON- TRACTOR in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any specific trade. 6.11. All Work performed for CONTRACTOR by a Sub- contractor or Supplier will be pursuant to an appropriate agreement between CONTRACTOR and the Subcontractor or Supplier which` specifically binds the Subcontractor or Supplier to the applicable terms and conditions of the Contract Docu- ments for the benefit of OWNER and ENGINEER. Whenever any such agreement is with a Subcontractor or Supplier who is listed as an additional insured on the property insurance provided in paragraph 5.6 or5.7, the agreement between the CONTRACTOR and the Subcontractor or Supplier will con- tain provisions whereby the Subcontractor or Supplier waives all rights against OWNER. CONTRACTOR. ENGINEER. ENGINEER's Consultants and all other additional insureds for all losses and damages' caused by. arising out of or resulting from any of the perils covered by -such policies and any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms to be signed by any Subcontractor or Supplier, 'OR will obLaill the same. Patent Fees and Royalties: 6.13. CONTRACTOR shall pay all license fees and royal- ties 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 fights 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.' To the fullest extent permitted by Laws and Regulations, CONTRACTOR shall indemnify and hold harm- less OWNER. ENGINEER, ENGINEER's Consultants and the officers, directors. employees. agents and other' consultants of each and any of them from and against all claims, costs, losses and damages arising out of or resulting from any infringement of patent tights or copyrights incident to the use in the performance of the Work or resulting from the incorpora- tion in the Work of any invention, design. process, product or device not specified in the Contract Documents. Aennits: 6.13. Unless otherwise provided in the Supplementary Conditions, CONTRACTOR shall obtain and pay for all con- struction permits and licenses. OWNER shall assist CON- TRACTOR. when necessary. in obtaining such permits and licenses. CONTRACTOR shall pay all governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable at the time of opening of Bids, or, if there are no Bids. on the Effective Date of the Agreement. CON- TRACTOR shall pay all charges of utility owners for connec- tions to the Work, and OWNER shall pay all charges of such utility owners for capital costs related thereto such as plant investment fees. Laws and Regulations: 6.14.1. CONTRACTOR shall give all notices and comply with, all Laws and Regulations applicable to furnishing and performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither OWNER nor ENGINEER shall be responsible for monitoring CON- TRACTOR's compliance with any Laws or Regulations. 6.14.2. If CONTRACTOR performs any Work knowing or having reason to know that it is contrary to Laws or Regulations. CONTRACTOR shall bear all claims, costs, losses and damages caused by, arising out of or resulting therefrom: however, it shall not be CONTRACTOR's pri- mary responsibility to make certain that the Specifications and Drawings are in accordance with Laws and Regulations, but this shall' not relieve CONTRACTOR of CONTRAC- TOR's obligations under paragraph 3.3.2. Tares: 6.15. CONTRACTOR shall pay all sales. consumer, use and other similar taxes required to be paid by CONTRACTOR in accordance with the Laws and Regulations of the place of 25 n the Project which are applicable during the performance of the Work. Use of Premises: 6.16. CONTRACTOR shall confine construction equip- ment, the storage of materials and equipment and the opera- tions of workers to the site and land and areas identified in and permitted by the Contract Documents and other land and areas permitted by Laws and Regulations, rights -of -way, permits and easements, and shall not unreasonably encumber the premises with construction equipment or other materials or equipment. CONTRACTOR shall assume full responsibility for any dam- age to any such land or area, or to the owner or occupant thereof or of any adjacent land or areas, resulting from the performance of the Work. Should any claim be made by any such owner or occupant because of the performance of the Work. CONTRACTOR shall promptly settle with such other party by negotiation or otherwise resolve the claim by arbitra- tion or other dispute resolution proceeding or at law. CON- TRACTOR shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold harmless OWNER. ENGI- NEER. ENGINEER's Consultant and anyone directly or indirectly employed by any of them from and against all claims. costs, losses and damages atising out of or resulting from 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 by or based upon CONTRACTOR's performance of the Work. 6.17. During the progress of the Work. CONTRACTOR shall keep the premises free from accumulations of waste materials, rubbish and other debris resulting from the Work. At the completion of the Work CONTRACTOR shall remove all waste materials, rubbish and debris from and about the pre- mises as well as all tools, appliances, construction equipment and machinery and surplus materials. CONTRACTOR shall leave the site clean and ready for occupancy by OWNER at Substantial' Completion of the Work. CONTRACTOR shall restore to original condition all property not designated for alteration by the Contract Documents. 6.18. CONTRACTOR shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall CONTRACTOR subject any part of the Work or adjacent property to stresses or pressures that will endanger it, l�, -I o,& I 6.19. CONTRACTOR shall maintain in a safe place at the site one record copy of all Drawings, Specifications, Addenda, Written Amendments, Change Orders, Work Change Direc- tives, Field Orders and written interpretations and clarifica- tions (issued pursuant to paragraph 9.4) in good order and annotated to show all changes made during construction. These'record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be available to ENGINEER for reference. Upon completion of 26 the Work, these record documents. Samples and Shop Draw- ings will be delivered to ENGINEER for OWNER. Safety and Protection: 6.20. CONTRACTOR shall be responsible for initiating, maintaining and supervising all safety precautions and pro- grams in connection with the Work. CONTRACTOR shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to.: 6.20.1. all personson the Work site or who may be affected by the Work; 6.20.2. all the Work and materials and equipment to be incorporated therein, whether in storage on or off the site; and 6.20.3. other property: at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities and Underground Facilities not desig- nated for removal, relocation or replacement in the course of construction. CONTRACTOR shall comply with all applicable Laws and Regulations of any public body having jurisdiction for safety persons or property or to protect them from damage, .injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection. CONTRACTOR shall notify own- ers of adjacent property and of Underground Facilities and utility owners when prosecution of the Work may affect them, and shall cooperate with them in the protection, removal, relocation and replacement of their property. All damage, injury or loss to any property referred to in paragraph 6.20.2 or 6.20.3 caused, directly or indirectly, in whole or in part, by CONTRACTOR, any Subcontractor, Supplier or any other person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, shall be remedied by CONTRACTOR (except .damage or loss attributable to the fault of Drawings or Specifications or to the acts or omissions of OWNER or ENGINEER or ENGINEER's Consultant or anyone employed by any of them or anyone for whose acts any of them may be liable, and, not attributable, directly or indi- rectly, in whole or in part, to the . fault or negligence of CONTRACTOR or any Subcontractor, Supplier or other per- son or organization directly or indirectly employed by any of them). CONTRACTOR's duties and responsibilities for safety and for protection of the Work shall continue until such time as all the Work is completed and ENGINEER has issued a notice to OWNER and CONTRACTOR in accordance with para- graph 14.13 that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Comple- Safety Representadve: 6.21. CONTRACTOR shall designate a qualified and expe- rienced safety representative at the site whose duties and 11 responsibilities shall be the prevention of accidents and the rnaintaining and supervising of safety precautions and pro- grams. Hazard Communication Programs: 6.22. 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 accor- dance with Laws or Regulations. Emergencies: 6.23. In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto. CONTRACTOR, without special instruction or au- thorization from OWNER or ENGINEER, is obligated to act to prevent threatened damage. injury or loss. CON- TRACTOR 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. 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 to document the consequences of such action. 6.24. Slop Drawings and Samples: 6.24.1 CONTRACTOR shall submit Shop Drawings to ENGINEER for review and approval in accordance with the accepted schedule of Shop Drawings and Sample submittals (see paragraph2.9). All submittals will be identified as ENGINEER may require and in the number of copies specified in the General Requirements. The data shown on the Shop Drawings will be complete with respect to quanti- ties, dimensions, specified performance and design criteria, materials and similar data to show ENGINEER the materi- als and equipment CONTRACTOR proposes to provide and to enable ENGINEER to review the information for the limited purposes required by paragraph 6.26. 6.24.2. CONTRACTOR shall also submit Samples to ENGINEER for review and approval in accordance with said accepted schedule of Shop Drawings and Sample sub- mittals. Each Sample will be identified clearly as to material, Supplier. pertinent data such as catalog numbers and the use for which intended and otherwise as ENGINEER may require to enable ENGINEER to -review the submittal for the limited purposes required by paragraph 626 The num- to bers of each Samplebe submitted will be as specified in the Specifications. 615. Submiud Procedures: 6.25.1. Before submitting each Shop Drawing or Sam- ple, CONTRACTOR shall have determined and verified: 6 25. I. ] . all field measurements. quantities, dimen sions, specified performance criteria, installation require- ments, materials, catalog numbers and similar information with respect thereto. 6.25.1.2. all materials with respect to intended use, fabrication. shipping, handling, storage, assembly and installation pertaining to the performance of the Work, and 6.25.1.2. all information relative to CONTRACTOR's sole responsibilities in respect of means, methods, tech- niques, sequences and procedures of construction and safety precautions and programs incident thereto. CONTRACTOR shall also have reviewed and coordinated each Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Work and the Contract Documents. 6.25.2. Each submittal will bear a stamp or specific written indication that'CONTRACTOR has satisfied CON TRACTOR's obligations under the Contact Documents with respect to CONTRACTOR'S review and approval of that submittal: 6.25.3. At the time of each submission. CONTRACTOR shall give ENGINEER specific written notice of such vari- ations, if any, that the Shop Drawing or Sample submitted may have from the requirements of the Contract Documents, such notice to be in a written communication separate from the submittal, and, in addition. shall cause a specific notation to be made on each Shop Drawing and Sample submitted to ENGINEER for review and approval of each such variation. 6.26. ENGINEER will review and approve Shop Drawings and Samples in accordance with the schedule of Shop Draw- ings and `Sample submittals accepted by ENGINEER as re- . quired by paragraph 2.9. ENGINEER<s review and approval will be only to determine if the items covered by the submittals will. after installation or incorporation in the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. ENGINEER's review and approval will not extend to means, methods, techniques. sequences or procedures of construction (except where a particular means, method,. technique, se- quence or procedure of construction is specifically and ex- pressly called for by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. CONTRACTOR shall make corrections required by ENGINEER, and shall return the required number of corrected copies of Shop Draw- ings and submit as required new approval. CONTRACTOR shall direct specific attention in writing to revisions other than the corrections called for by ENGINEER on previous submittals. 6.27. ENGINEER's review and approval of Shop Draw- ings or Samples shall not relieve CONTRACTOR from respon- sibility for any variation from the requirements of the Contract 27 0 Documents unles. CONTRACTOR has in writing called EN- GINEER's attention to each such variation at the time of submission as required by paragraph 6.25.3 and ENGINEER has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample approval; nor will any approval by ENGINEER relieve CONTRACTOR from responsibility for complying with the requirements of paragraph 6.25.1. 6.28. Where a Shop Drawing or Sample is required by the Contract Documents or the schedule of Shop Drawings. and Sample submissions accepted by ENGINEER as required by paragraph 2.9. any related Work performed prior to ENGI- NEER's review and approval of the pertinent submittal will be at the sole expense and responsibility of CONTRACTOR. Condnuing the %;Drk 6.29. CONTRACTOR shall cam on the Work and adhere to the progress schedule during all disputes or disagreements with OWNER. No Work shall bedelayedor postponed pend- ing resolution -of any disputes ordisagreements, except as permitted by paragraph 15.5 or as OWNER and CONTRAC- TOR may otherwise agree in writing. 6.30. COATRAC70R's General ► irnranV and Guarantee: 6.30.1. CONTRACTOR warrants and guarantees to OWNER. ENGINEER and ENGINEER's Consultants that all Work will be in accordance with the Contract Documents and will not be defective. CONTRACTOR's warranty and guarantee hereunder excludes defects or damage caused by: 6.30.1.1. abuse. modification or improper maintenance or operation by persons other than CONTRACTOR. Sub- contractors or Suppliers: or 6.30.1.2. normal wear and tear under normal usage. 6.30.2. CONTRACTOR's obligation to perform and com- plete Work in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of CONTRACTOR's obli- gation to perform the Work in accordance with the Contract Documents: 6.30.2.1. observations by ENGINEER: 6.30.2.3. recommendation of any progressor final 6.30.2.3. the issuance of a certificate of Substantial Completion or any payment by OWNER to CONTRAC- TOR under the Contract Documents: 6.30.2.5. any acceptance by OWNER or any failure to do so: 6.30.2.6. any review and approval of a Shop Drawing or Sample submittal or the issuance of a notice of accept- ability by ENGINEER pursuant to paragraph 14.13: 6.30.2.7. any inspection, test or approval by others: or 6.30.2.8. any correction ofdefecriveWork byOWNER. Indemnifrcadon: 6.31. To the fullest extent permitted by Laws and Regula- tions. CONTRACTOR shall indemnify and hold harmless OWNER, ENGINEER. ENGINEER's Consultants and the officers, directors, employees. agents and other consultants 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) caused by, arising out of or resulting from the performance of the Work, provided that any such claim. cost. loss or damage:, (i) 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 (ii) is caused in whole or in part by any negligent act or omission of CONTRACTOR, any Subcontractor. any Supplier, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable. regardless of whether or not caused in part by any negligence or omission of a person or entity indemnified hereunder or whether liability is imposed upon such indemnified party by Laws and Regulations regard- less of the negligence of any such person or entity. 6.32. In any and all claims against OWNER or ENGI- NEER or any of their respective consultants. agents. officers. directors or employees by any employee (or the survivor or personal representative of such employee) of CONTRACTOR. any Subcontractor, any Supplier, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work. or anyone for whose acts any of them may be liable, the indemnification obligation under paragraph 6.31 shall not be limited in any way by any limitation on the .amount or type of damages, compensation or benefits payable by or for CONTRACTOR or any such Subcontractor. Supplier or other- person or organization under workers' compensation acts, disability benefit acts or other employee benefit acts. 6.33. The indemnification obligations of CONTRACTOR under paragraph 6.31 shall not extend to the liability of ENGI- NEER and ENGINEER's Consultants. officers, directors, emnlovees or accrits caused by the professional nekhLLence. errors or omissions of any of them. Sursiyttl of Obligadons: , 6.30.2.4. use or occupancy of the Work or any part 6.34. All representations. indemnifications, warranties and thereof by OWNER; guarantees made in, required by or given in accordance with KM- 1 the Contract Documents. as well as all continuing obligations indicated in the Contract Documents. will survive final pay- ment. completion and acceptance of the Work and termination or completion of the Agreement. ARTICLE 7—OTHER WORK ReAmW Work at Site 7.1. ,OWNER may perform other work related to the Project at the site by OWNER's own forces. or let other direct contracts therefor which shall contain General Condi- tions similar to these, or have other work performed by utility owners. if the fact that such other work is to be performed was, not noted in the Contract Documents, then: (i) written notice thereof will be given to CONTRACTOR prior to starting any such other work. and (ii) CONTRAC- TOR may make a claim therefor as provided in Articles 11 and 12 if CONTRACTOR believes that, suchperformance will involve additional expense to CONTRACTOR or re- quires additional time and the parties are unable to agree as to the amount or extent thereof. 7.2. CONTRACTOR shall afford each other contractor who is a party to such a direct contract and each utility owner (and OWNER. if OWNER is performing the addi- tional work with OWNER's employees) proper and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other .work and shall properly connect and coordinate the Work with theirs. Unless otherwise provided in the Contract" Documents, CONTRACTOR shall do all cutting. fitting and patching of the Work that may be required to make its several parts come together properly and inte- grate with such other work. CONTRACTOR shall not en- danger any work of others by cutting, excavating or other- wise altering their work and will only cut or alter their work with the written consent' of ENGINEER and the others whose' work will be affected. The duties and responsibilities of CONTRACTOR under this paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of CON- TRACTOR in said direct, contracts between OWNER and such utility owners and other contractors. 7.3. if the proper execution or results of any part of CONTRAC OR's Work depends upon work performed by others under this Article 7- C 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 so to report will constitute an acceptance of such other work as fit and proper for integration with CONTRACTOR's Work except for latent or nonapparent defects and deficiencies in such other work. Coordination: 7.4. If OWNER contracts with others for the performance of other work on the Project at the site. the following will be set forth in Supplementary Conditions: 7.4.1. the person, firm or corporation who .will have authority and responsibility for coordination of the activities among the various prime contractors will be identified; 7.4.2. the specific matters to be covered by such author- ity and responsibility will be itemized. and 7.4.3. the extent of such authority and responsibilities will be provided. Unless otherwise provided in the Supplementary Condi- tions, OWNER shall have sole authority and responsibility in respect of such coordination. ARTICLE 8—OWNER'S RESPONSIBILITIES 8.1. Except as otherwise provided in these General Condi- tions. OWNER shall issue all communications to CONTRAC- TOR through ENGINEER. 8.2. In case of termination of the employment of ENGI- NEER, OWNER shall appoint an engineer against whom CONTRACTOR makes no reasonable objection, whose, status under the Contract Documents shall be that of the former ENGINEER. 8.3. ' OWNER shall furnish the data required of OWNER under the Contract Documents promptly and shall make pay- ments to CONTRACTOR promptly when they are due as provided in paragraphs 14.4 and 14.13. 8.4. OWNER's duties in respect of providing lands and casements and providing engineering surveys to establish ref- erence points are set forth in paragraphs 4.1 and 4.4. Paragraph 4.2 refers to OWNER's identifying and making available to CONTRACTOR copies of reports of explorations and tests of subsurface conditions at the site and drawings of physical conditions in existing structures at or contiguous to the site that have been utilized by ENGINEER inpreparng the Contract Documents. 8.5. OWNER's responsibilities in respect of purchasing and maintaining liability and property insurance are set forth in paragraphs 5.5 through 5.10. 8.6. OWNER is obligated to execute Change Orders as 8.7. "OWNER's responsibility in respect of certain inspec- tions. tests and approvals is set forth in paragraph 13.4. B.S. In connection with OWNER's right to stop Work or suspend Work. see paragraphs 13.10 and 15.1. Paragraph 15.2 deals with OWNER's right to terminate services of CON- TRACTOR under certain circumstances. 29 8.9. The OWNER shall not supervise. direct or have control or authority over. nor be responsible for. CONTRAC- TOR'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 furnishing or perfor- mance of the Work. OWNER will not be responsible for CONTRACTOR's failure to perform or furnish the Work in accordance with the Contract Documents. 8.10. OWNER'S responsibility in respect of undisclosed Asbestos. PCBs. Petroleum. Hazardous Waste or Radioactive Materials uncovered or revealed at the site is set forth in paragraph 4.5. 8.11. If and to the extent OWNER has agreed to furnish CONTRACTOR reasonable evidence that financial arrange- ments have been made to satisfy OWNER's obligations under_ the Contract Documents. OWNER's responsibility in respect thereof will be as set forth in the Supplementary Conditions. ARTICLE 9—ENGINEER'S STATUS DURING CONSTRUCTION OWNER's Represenwdyer 9.1. ENGINEER will be OWNER's representative during the construction period. The duties and responsibilities and the limitations of authority of ENGINEER as OWNER's repre- sentative during construction are set forth in the Contract Documents and shall not be extended without written consent of OWNER and. ENGINEER. Visits to Site 9.2. ENGINEER will make visits to the site at intervals appropriate to the various stages of construction as ENGI- NEER 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 CONTRAC- TOR's executed Work Based on information obtained during such visits and observations. ENGINEER will endeavor for the benefit of OWNER to determine. in general, if the Work is proceeding in accordance with the Contract Documents. EN- GINEER will not be required to make exhaustive or continu- ous on -site inspections to check the quality or quantity of the Work. ENGINEER's efforts will be directed toward providing Work will conform generally to the Contract Documents. On the basis of such visits and on -site observations, ENGINEER will keep OWNER; informed of the progress of the Work and will endeavor to guard OWNER against defective Work. EN- GINEER's visits and on -site observations are subject to all the limitations on ENGINEER's authority and responsibility set forth in paragraph 9.13. and particularly, but without limitation, during or as a result of ENGINEER's on -site visits or observations of CONTRACTOR's Work ENGINEER will not supervise, direct, control or have authority over or be respon- sible for 'CONTRACTOR's means, methods, techniques, se- quences or procedures of construction, or the safety precau- tions and programs incident thereto, or for any failure of CONTRACTOR to comply with Laws and Regulations appli- cable to the furnishing or performance of the Work. Project Representadve: 9.3. if OWNER and ENGINEER agree, ENGINEER will furnish a Resident Project Representative to assist ENGI- NEER in providing more continuous observation of the Work. The responsibilities and authority and limitations thereon of any such Resident Project Representative and assistants will be as provided in .paragraph 9.13 and in the Supplementary Conditions. if OWNER designates another representative or agent to represent OWNER at the site who is not ENGI- NEER's Consultant, agent or employee, the responsibilities and authority and limitations thereon of such other person will be as provided in the Supplementary Conditions. Chu#icadons and Interpretations: 9.4. ENGINEER will issue with reasonable promptness such written clarifications or interpretations of the require- ments of the Contract Documents (in the form of Drawings or otherwise) as ENGINEER may determine necessary, which shall be consistent with the intent of and reasonably inferable from Contract Documents. Such written clarifications and interpretations will be binding on OWNER and CONTRAC- TOR. If OWNER. or CONTRACTOR believes that a written clarification or interpretation justifies an adjustment in the Contract Price or the Contract Times and the parties are unable to agree to the amount or extent thereof, if any, OWNER or CONTRACTOR may make a written claim therefor as pro- vided in Article I I or Article 12. AWhorW Variations in Work: 9.5. ENGINEER 'may. authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract,Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These_ may be accomplished by a Field Order and will be binding on OWNER and also on CONTRACTOR who shall perform the Work involved promptly. If OWNER or CONTRACTOR ,believes that a Field Order justifies an adjustment .in the Contract Price or the Contract extent thereof, OWNER or CONTRACTOR may make a written claim therefor as provided in Article 1 I or 12., Rejecdag Defective Wm*: 9.6. ENGINEER will have authority to disapprove or reject Work which ENGINEER believes to be defective, or I 30 11 that ENGINEER believes will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. ENGINEER will also have authority to require special inspec- tion or testing of theWork as provided in 'paragraph 13.9. whether or not the Work is fabricated, installed or completed. Strop Drawings, Change Orders and Payments: 9.7. in connection with ENGINEER's authority as to Shop Drawings and Samples, see paragraphs 6.24 through 6.28 inclusive. 9.8. In "connection with ENGiNEER's authority as to Change Orders, see Articles 10, 11, and 12. 9..9. Inconnection with ENGINEER's authority as to Applications for Payment, see Article 14. Dwenninations for Unit Prices: 9.10. ENGINEER will determine the actual quantities and classifications of Unit Price Work performed by CONTRAC- TOR. ENGINEER will review with CONTRACTOR the EN- GINEER's preliminary determinations on such matters before rendering a written decision thereon (by recommendation of an Application for Payment or otherwise). ENGINEER's written decision thereon will be final and binding upon OWNER and CONTRACTOR. unless. within ten days after the date of any such decision, either OWNER or CONTRACTOR delivers to the other and to ENGINEER written notice of intention to appeal from ENGINEER's decision and: (i) an appeal from ENGINEER's decision is taken within the time limits and in accordance with the procedures set forth in Exhibit GC -A, "Dispute Resolution Agreement, entered into between OWNER and CONTRACTOR pursuant to Article 16, or 00 if no such DisputeResolution Agreement has been entered into, a formal proceeding is instituted by the appealing party in a forum of competent jurisdiction to exercise such rights or remedies as the appealing party may have with respect to ENGINEER's decision, unless otherwise agreed in writing by OWNER and CONTRACTOR. Such appeal will not be subject to the procedures of paragraph 9.11`. an_Dbpwes. 9.11. ENGINEER will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes and other matters relating to the acceptability of the Work or the interpretation of the requirements of the Contract Documents pertaining to the performance and furnishing of the Work and Claims under Articles l I and 12 in respect of changes in the Contract Price or Contract Times will be referred initially to ENGINEER in writing with a request for a formal decision in accordance with this paragraph. Written notice of each such claim, dispute or other matter will be delivered by the claimant 31 to ENGINEER and the other party to the Agreement promptly (but in no event later than thirty days) after the start of the occurrence or event giving rise thereto. and written supporting data will be submitted to ENGINEER and the other party within sixty days after the start of such occurrence or event unless ENGINEER allows an additional period of time for the submission of additional or more accurate data in support of such claim, dispute or other matter. The opposing party shall submit any response to ENGINEER and the claimant within thirty days after receipt of the claimant's last submittal (unless ENGINEER allows additional time). ENGINEER will render. a formal decision in writing within thirty days after receipt of the opposing party's submittal, if any, in accordance with this paragraph. ENGINEER'S written decision on such claim, dispute or other matter will be final and binding upon OWNER and CONTRACTOR unless:' (i) an appeal from ENGINEER's decision is taken within the time limits and in accordance with the procedures set forth in EXHIBIT GC -A, "Dispute Reso- lution Agreement," entered into between OWNER, and CON- TRACTOR pursuant to Article 16, or (ii) if no such Dispute Resolution Agreement has been entered into. a written notice of intention to appeal from ENGINEER's written decision is delivered by OWNER or CONTRACTOR to the other and to ENGINEER within thirty days after the date of such decision and a formal proceeding is instituted by the appealing party in a forum of competent jurisdiction to exercise such rights or remedies as the appealing party may have with respect to such claim. dispute` or other matter in accordance with applicable Laws and Regulations within sixty days of the date of such decision,, unless otherwise agreed in writing by OWNER and CONTRACMR. 9.12. When functioning as interpreter and judge under paragraphs 9.10 and 9.11. ENGINEER will not show partiality to OWNER or CONTRACTOR and will not be liable in connection with any interpretation or decision rendered in good faith in such capacity. The, rendering of a decision by ENGINEER pursuant to paragraphs 9.10 or 9.11 with respect to, any such claim, dispute or other matter (except any which have been waived by the making or acceptance of final payment as provided in paragraph 14.16) will be a condition precedent to any exercise by OWNER or CONTRACTOR of such rights or remedies as either may otherwise have under the Contract Documents or by Laws or Regulations in respect of any such claim, dispute or other matter pursuant to Article 16. 9.13. L6x&Wom an ENGINEER's Audo * and ResponsiNlides: 9.13.1.: Neither ENGINEER's authority or responsibil- ity under this Article 9 or under any other provision of the Contract Documents nor any decision made by ENGINEER in good faith either to exercise or not exercise such authority or responsrvrnty of Luc unucrumingg. CAUMS3C V1 pcl wI a"Unz of any authority or responsibility by ENGINEER shall create, impose.or give rise to any duty owed by ENGINEER to CONTRACTOR, any Subcontractor,. any Supplier, any other person or organization, or to, any .surety for or em- ployee or agent of any of them. t 9.13.2. ENGINEER will not supervise. direct. con- trol or have authority over or be responsible for CONTRACTOR's means, methods. techniques, se- quences 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 furnishing or perfor- mance of the Work. ENGINEER will not be respon- sible for CONTRACTOR's failure to perform or fur- nish the Work in accordance with the Contract Documents. 9.13.3. ENGINEER will not be responsible for the acts or omissions of CONTRACTOR or of any Sub- contractor, any Supplier, or of any other person or organization performing or furnishing any the Work. 9.13.4. ENGINEER's review of the final Applica- tion for Payment and 'accompanying documentation and all maintenance and operating instructions, sched- ules, guarantees, bonds and certificates of inspection. tests and approvals and Other documentation required to be delivered by paragraph 14.12 will only be to determine generally.that their content complies with the requirements of, and.in the case of certificates of inspections, tests and approvals that the results certi- fied indicate compliance with. the Contract Docu- ments. 9.13.5. The limitations upon authority and mspon- sibility set forth in this paragraph 9.13 shall also apply to ENGINEER's Consultants, Resident Project Rep- resentative and assistants. ARTICLE 10--CHANGES 1N THE WORK 10.1. Without invalidating the Agreement and 'without notice to any surety. OWNER may. at any time or from time to time, order additions, deletions or revisions in the Work. Such additions, deletions or revisions will be authorized by a Written Amendment, a Change Order, or a`Work Change Directive. Upon receipt of any such document, CONTRAC- TOR shall promptly' proceed with the Work involved which will be performed under the applicable conditions of the Contract Documents (except as otherwise specifically pro- vided). 10.2. if OWNER and CONTRACTOR are unable to agree as to the extent, if any. of an adjustment in the Contract. Price or an adjustment of the Contract Times that should be allowed as a result of a Work Change Directive, a claim may be made therefor as provided in Article i 1 or Article 12. 10.3. CONTRAC. IDR shall not be entrtlea 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 and supplemented as provided in paragraphs 3.5 and 3.6 except in the case of an emergency as provided in paragraph 6.23 or in the case of uncovering Work as provided in paragraph 13.9. 32 10.4. OWNER and CONTRACTOR shall execute appro- priate Change Order, recommended by ENGINEER (or Writ- ten Amendments) covering: 10.4.1. changes in the Work which are (i) ordered by OWNER pursuant to paragraph 10.1. 60 required because of acceptance of defective Work under paragraph 13.13 or correcting defective Work under paragraph 13.14. or (iii) agreed to by the parties: 10.4.2. changes in the Contract Price or Contract Times which are agreed to by the parties; and 10.4.3. changes in the Contract Price or Contract Times which embody the substance of any written decision ren- dered by ENGINEER pursuant to paragraph 9.11 provided that, in lieu of executing any such Change Order, an appeal may, be takenfrom any such decision in accordance with the provisions of the Contract Documents and applicable Laws and Regulations, but during any such appeal, CON- TRACTOR shall carry on the Work and adhere to the progress schedule as provided in paragraph 6.29. 10.5. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents (includ- ing. but not limited to. Contract Price or Contract Times) is required by the provisions of any Bond to be given to a surety, the giving of any such notice will be CONTRACTOR's respon- sibility, and the amount of each applicable Bond will ,be adjusted accordingly. ARTICLE 11--CHANGE OF CONTRACT PRICE 11.1. The Contract Price constitutes the total compensa- tion (subject to authorized adjustments) payable to CON- TRACTOR for performing the Work._ All duties, responsibili- ties and obligations assigned toor undertaken by CONTRACTOR shall be at CONTRACTOR's expense without change in the Contract Price. 11.2. The Contract Price may only be changed by a Change Order or by a Written` Amendment. Any claim for an adjust- ment in the Contract Price shall be based on written notice delivered by the party making the claim to the other party and to ENGINEER promptly (but in no event later than thirty days) after the start of the occurrence or event giving rise to the claim and stating the general nature of the claim. Notice of the amount of the claim with supporting data shall be delivered within sixty days after the start of such occurrence or event (unless ENGINEER allows additional time for claimant to submit additional or more accurate data in support of the claim) the adjustment claimed covers' all known amounts to which the claimant is entitled as a result of said occurrence or event. All claims for adjustment in the Contract Price shall be determined by ENGINEER in accordance with paragraph 9.11 if OWNER and.CONTRACTOR cannot otherwise agree on the amount involved. No claim for an adjustment in the Contract Price will be. valid if not submitted in accordance v7th this paragraph 11.3. The value of any Work covered by a Change Order or of any claim for an adjustment in the Contract Price will be determined as follows: 11..3.1. where the Work involved is 'covered by ` unit prices contained in the Contract Documents, by application of such unit prices to the quantities .of the items involved (subject to the provisions of paragraphs 11.9.1 through 11.9.3 inclusive); 11.3.2. where the Work involved is not covered by unit prices contained in the Contract Documents. by a mutually agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with paragraph 11.6.2): 11.3.3.. where the Work involved is not covered by unit prices contained in the Contract Documents and agreement to a lump sum is not reached under paragraph 11.3.2. on the basis of the Cost of the Work (determined as provided in paragraphs 11.4 and 11.5) plus a CONTRACTOR's fee for overhead and profit (determined as provided in paragraph 11.6). Cost of Me Work: 11.4. The term Cost of the Work means the sum of all costs necessarily incurred and paid by CONTRACTOR in the proper performance of the Work. Except as otherwise may be agreed to in writing by OWNER such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items and shall not include any of the costs itemized in paragraph 11.5: ' 11.4.1. 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 cash discounts shall accrue to OWNER. All trade discounts, rebates and refunds and returns from sale of surplus materi- als and equipment shall accrue to OWNER, and CON- TRACTOR shall make provisions so that they may be obtained. 11.4.3. Payments made by CONTRACTOR to the Sub- contractors for Work performed or furnished by Subcontrac- tors.lf required by OWNER, CONTRACTOR shall obtain competitive bids from subcontractors acceptable to OWN ER and CONTRACTOR and shall deliver such bids to OWNER who will then determine, with the advice of ENGINEER. which bids, if any,will be accepted. If any subcontract provides that the Subcontractor is to bepaid on the basis of Cost of the Work Plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same manner as CONTRACTOR's Cost of the Work and fee as provided in paragraphs 11.4. 11.5, 11.6 and 11.7. All subcontracts shall be subject to the other provisions of the Contract Documents insofar as applicable. 11.4.4. Costs of special consultants (including but not limited to engineers, architects' testing laboratories, survey- ors, attorneys and accountants) employed for services spe- cifically related to the Work. 11.4.5. Supplemental costs including the following: 11.4.5.1. The proportion of necessary transportation, travel and subsistence expenses of CONTRACTOR's em- ployees incurred in discharge of duties connected with the Work. 11.4.5.2. Cost, including transportation and mainte- nance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the site and hand tools not owned by the workers, which are con- sumed in the 'performance of the Work, and cost less market value of such items used but not consumed which remain the property of CONTRACTOR. CONTRACTOR. Such employees shall include without Jim- 11.4.5.3. Rentals of all construction equipment and itation superintendents, foremen and other personnel em- machinery and the parts thereof whether rented from ployed full- time at the site. Payroll costs for employees not CONTRACTOR or others in accordance with rental agree - employed full time on the Work shall be apportioned on the ments approved by OWNER with the advice of ENGI- basis of their time spent on the Work. Payroll costs shall NEER. and the costs of transportation, loading, unload - include. but not be limited to, salaries and wages plus the in& installation, dismantling and removal thereof —mall in cost of fringe benefits which shall include social security accordance with the terms of said rental agreements. The . excise and payroll taxes; work- ' contributions. unemployment, � rental of any such equipment, machinery or pans shall ers` compensation, health and retirement benefits, bonuses, cease when the use thereof is no longer necessary for the sick leave, vacation and holiday pay applicable thereto. The Work.' expenses of performing Work after regular working hours. on Saturday, Sunday or legal holidays. shall be included in 11.4.5.4. Sales. consumer. use or similar taxes related the above to the extent authorized by OWNER. to the Work, and. for which CONTRACTOR is liable. imposed by Laws and Regulations. 11.4.2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation IIA.5,5. Deposits lost for causes other than negli- and storage thereof, and Suppliers' field services required in gene of CONTRACTOR, any Subcontractor or anyone connection therewith: All cash discounts shall accrue to directly or indirectly employed by any of them or for (' CONTRACTOR unless OWNER deposits funds with CON- whose acts any of them may be liable, and royalty TRACTOR with which to make payments, in which case the payments and fees for permits and licenses. r 33 11.4.5.6. Losses and damages land related expenses) caused by damage to the .Work. not compensated b� insurance or otherwise, sustained by CONTRACTOR in connection with the performance and furnishing of the Work (except losses and damages within the deductible amounts of property insurance established by OWNER in accordance with paragraph 5.9), provided they have re- sulted from causes other than the negligence of CON- TRACTOR. any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such losses shall include settle- ments made with the written consent and approval of OWNER. No such losses. damages and expenses shall be included in the Cost of the Work for the purpose of determining CONTRACTOR's fee. If. however, any such loss or damage requires reconstruction and CONTRAC- TOR is placed in charge thereof. CONTRACTOR shall be paid for services a fee proportionate to that stated in paragraph 11.6.2. 11.4.5.7. The cost of utilities. fuel and sanitary facili- ties at the site. 11.4.5.8. Minor expenses such as telegrams. long dis- tance telephone calls. telephone service at the site, ex- pressage and similar petty cash items in connection with the Work. 11.4.5.9. Cost of premiums for additional Bonds and insurance required because of changes in the Work. 11.5. The term Cost of the Work shall not include any of the following: 11.5.1. Payroll costs and other compensation of CON- TRACTOR's officers. executives, principals (of partnership and sole proprietorships), general managers. engineers. ar- chitects, estimators, attorneys. auditors, accountants, pur- chasing and contracting agents., expediters, timekeepers, clerks and other personnel employed by CONTRACTOR whether at the site or in CONTRACTOR's principal or a branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in paragraph 11.4.1 or, specifically covered by paragraph 11.4.4—all of which are to be consid- ered administrative costs covered by the CONTRACTOR's fee. 11.5.2. Expenses of CONTRACTOR's principal and branch offices other than CONTRACTOR's office at the site. 11.5.5. Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly em- ployed 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. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in paragraph 11.4. . 11.6. The CONTRACTOR's fee allowed to CONTRAC- TOR for overhead and profit shall be determined as follows: 11.6.1. a mutually acceptable fixed fee: or 11.6.2. if a fixed fee is not agreed upon, then a fee based on the following percentages of the variousportions of the Cost of the Work: 11.6.2. L for costs incurred under paragraphs 11.4.1 and 11.4.2, the CONTRACTOR's fee shall be fifteen percent; 11.6.2.2. for costs incurred under paragraph 11.4.3, the CONTRACTOR's fee shall be five percent; 11.6.2.3. 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 11.4.1. 11.4.2, 11.4.3 and 11.6.2 is that the Subcontractor who actually performs or furnishes the Work, at whatever tier, will be paid a fee of fifteen percent of the costs incurred by such Subcontractor under paragraphs 11.4.1 and 11.4.2 and that any higher tier Subcontractor and CONTRACTOR will each be paid a fee of five percent of the amount paid to the next lower tier Subcontractor; 11.6.2.4. no fee shall be payable on the basis of costs itemized under paragraphs 11.4.4, 11.4.5 and 11.5; 11.6.2.5. the amount of credit to be allowed by CON- TRACTOR 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 fl 11.6.2.5. when both additions and credits are involved , in any one change, the adjustment in CONTRACTOR's . 11.5.3. Any part of CONTRACTOR's capital expenses, fee shall be computed on the basis of the net change in including interest on CONTRACTOR's capital employed for accordance with paragraphs 11.6.2.1 through 11.6.25, the Work and charges against CONTRACTt:1R for delin- inclusive. - quent payments. 11.5.4. Cost of premiums for all Bonds and for all insurance whether or not CONTRACTOR is required by the Contract Documents to purchase and maintain the same (except for the cost of premiums covered by subparagraph 11.4.5.9 above). sKi 11.7. Whenever the cost of any Work is to be determined pursuant to paragraphs 11.4 and 11.5, CONTRACTOR Will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in form acceptable to ENGINEER an itemized cost breakdown to- gether with supporting data. ' 1 Cash AUowonces: 11.8. 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 fur- nished and performed for such sums as may acceptable to OWNER and ENGINEER. CONTRACTOR agrees that: 11.8.1. the allowances include the cost to CONTRAC- TOR (less any applicable trade.discounts) of materials and equipment required by the allowances to be delivered at the site, and all applicable taxes: and 11.8.2. CONTRACTOR's costs for unloading and han- dling on the site, labor. installation costs, overhead, profit and other expenses, contemplated for the allowances have. been included in the Contract Price and not in the allowances and no demand for additional payment on account of any of the foregoing will be valid. 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. 11.9. UAi1 Price *OF*: 11.9.1. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the established unit price for each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. The estimated quantities of items of Unit Price Work arc not guaranteed and are solely for the purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifica- tions of Unit Price Work performed by CONTRACTOR will be made by ENGINEER in accordance with paragraph 9.10. 11.9.2. 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 sepa- rately identified item. 11.9.3. - OWNER or CONTRACTOR may make a claim for an adjustment in the Contract Price in accordance with Article 11 if: of having. incurred additional expense or OWNER be- lieves that OWNER is entitled to a decrease in Contract Price and the parties are unable to agree as to the amount of any such increase or decrease. ARTICLE 12--CHANGE OF CONTRACT TIMES 12.1. The Contract Times (or Milestones) may only be changed by a Change Order or a Written Amendment. Any claim for an adjustment of the Contract Times (or Milestones) shall be based on written notice delivered by the party making, the claim to the other party and to ENGINEER promptly (but in no event later than thirty days) after the occurrence of the event giving rise to the claim and stating the general nature of the claim. Notice of the extent of the claim with supporting data shall be delivered within sixty days after such occurrence (unless ENGINEER allows an additional period of time to ascertain more accurate data in support of the claim) and shall be accompanied by the claimant's written statement that the adjustment claimed is the entire adjustment to which the claimant has reason to believe it -is entitled as a result of the occurrence of said event. All claims for adjustment in the Contract Times (or Milestones) shall be determined by ENGI- NEER in accordance with paragraph 9.11 if OWNER and CONTRACTOR cannot otherwise agree. No claim for an adjustment in the Contract -Times (or Milestones) will be valid if not submitted in accordance with the requirements of this paragraph 12.1. 12.2.. All time limits stated in the Contract Documents are of the essence of the Agreement. 12.3. Where CONTRACTOR is prevented from complet- ing any part of the Work within the Contract Times (or Milestones) due to delay beyond the control of CONTRAC- TOR. the Contract Times (or Milestones) will be extended in an amount equal to the time lost,due to such delay if a claim is made therefor as provided in paragraph 12.1 Delays beyond the control of CONTRACTOR shall include, but not be limited to, acts or neglect by OWNER, acts or neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods, epidemics, abnormal weather condi. tions or acts of God. Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the control of CONTRACTOR. ' 12.4. Where CONTRACTOR is prevented from complet- 11.9.3.1. the quantity of any item of Unit Price Work ing any part of the Work within the Contract Times (or performed by CONTRACTOR differs materially and sig Milestones) due to delay beyond the control of both OWNER 1 nificantly from the estimated quantity of such item indi- and CONTRACTOR. an extension of the Contract Times (or cat ed in theAgreement; and Milestones) in an amount equal to time lost due to such delay shall be CONTRACTOR's sole and exclusive remedy for 11.9.3.2. there is no corresponding adjustment with such delay. In no event shall OWNER be liable to CONTRAC respect to any other item of Work. and TOR. any Subcontractor, any Supplier. any other person or organization, or to any surety for or employee or agent of any 11.9.3.3. if CONTRACTOR believes that CON TRAC- of them, for damages arising out of or resulting,from (i) delays TOR is entitled to an increase in Contract Price as a result caused by or within the control of CONTRACTOR, or (ii) 1 35 delays beyond the control of both parties including but not limited to fires. floodb. epidemics, abnormal weather condi- tions. acts of God or acts or neglect by utility owners.or other contractors performing other work as contemplated by Article 7. ARTICLE 13—TESTS AND INSPECTIONS: CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.1. Notice of Defects: Prompt notice of all defective Work of which OWNER or ENGINEER have actual knowl- edge will be given to CONTRACTOR. All defective Work may be rejected, corrected or accepted as provided in this Article 13. Access to Work 13.2. OWNER. ENGINEER. ENGINEER's Consultants. other representatives and personnel of OWNER, independent testing laboratories and governmental agencies with jurisdic- tional interests will have access to the Work at reasonable times for their observation, inspecting and testing. CONTRACTOR shall provide them proper and safe conditions for such access and advise them of CONTRACTOR's site safety procedures ' and programs so that they may comply therewith as applicable. Tests and Inspections: 13.3. CONTRACTOR shall give ENGINEER timely no- tice of readiness of the Work for all required inspections. tests or approvals, and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. 13.4 OWNER shall employ and pay for the services of an independent testing laboratory to perform all inspections. tests. orapprovals required by the Contract Documents except: 13.4.1. for inspections, tests or approvals covered by paragraph 13.5 below 13.4.2. that costs incurred in connection with tests or inspections conducted pursuant to paragraph 13.9 below shall be paid as provided in said paragraph 13.9; and 13.4.3. as otherwise specifically provided in the Con- tract Documents. 13.5. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be inspected, tested orapproved by an employee or other repre- sentative 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 36 approval. CONTRACTOR shall also be responsible for arrang- ing and obtaining and shall pay all costs in connection with any inspections. tests or approvals required for OWNER's and ENGINEER's acceptance of materials or equipment to be incorporated in the Work, or of materials, mix designs. or equipment submitted for approval prior to CONTRACTOR's purchase thereof for incorporation in the Work. 13.6. 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, it must. if re- quested by ENGINEER. be uncovered for observation. 13.7. Uncovering Work as provided in paragraph 13.6 shall be at CONTRACTOR's expense unless CONTRACTOR has given ENGINEER timely notice of CONTRACTOR's inten- tion to cover the same and ENGINEER has not acted with reasonable promptness in response to such notice. Uncovering Work: 13.8 If any Work is covered contrary to the written request of ENGINEER, it must, if requested by ENGINEER. be uncovered for ENGINEER's observation and replaced .at CONTRACTOR's expense. 13.9. if ENGINEER considers it necessary or advisable that covered Work be observed by ENGINEER or inspected or tested by others. CONTRACTOR, at ENGINEER's re- quest, shall uncover. expose or otherwise make available for observation, inspectionor testing as ENGINEER may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective. CONTRACTORshall pay all claims. costs, losses and damages caused by, arising out of or resulting from such uncovering, exposure, observation.. inspection and testing and of satisfactory replacement or reconstruction (including but not limited to all costs of repair or replacement of work of others): and OWNER shall be entitled to an appropriate decrease in the Contract Price, and, if the parties are unable to agree as to the amount thereof, may make a claim therefor as provided in Article 11. If, however, such 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 Milestones), or both, directly attributable to such uncovering. -exposure, ob- servation, inspection, testing_ . replacement and reconstruction: and, if the parties are unable to agree as to the amount or extent thereof, CONTRACTOR may make a claim therefor as pro- vided in Articles 11 and 12. OWNER May Stop the Work: 13.10. It the WorK IS aejeCttl-e. Or CUN 1 KAL JUK tails to supply sufficient skilled workers or suitable materials or equip- ment, or fails to furnish or perform the Work in such a way that the completed Work will conform to the Contract Documents. OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been eliminated: however, this right of OWNER to stop the Work fshall not give rise to any duty on the pan of OWNER to exercise this right for the benefit of CONTRACTOR or any surety or other parry. Cwreetiom or Removal of Defective Work: 13.11. If required by `ENGINEER. CONTRACTOR shall promptly, as directed, either correct all defective Work, whether or not fabricated, installed or completed, or. if the Work has been rejected by ENGINEER, remove it from the site and replace it with Work that is not defective. CONTRACTOR shall pay all claims, costs, losses and damages caused by or resulting from such correction or removal (including but not limited to all cost of repair or replacement of work of others). 13.12. CwWcdon Aedad: 13.12.1. if within one year after the date of Substantial Completion or such longer period of time as maybe pre- scribed by Laws or Regulations or by the terms of any applicable special guarantee required by the Contract Doc-' uments or by any specific provision of the Contract Docu- ments, any Work is found to be defective, CONTRACTOR shall promptly, without cost to OWNER and in accordance with OWNER's written instructions: (i) correct such defec. tive Work. or, if it has been rejected by OWNER, remove it from the site and replace it with Work that is not defective, and 67'satisfactorily correct or remove and replace any damage to other Work or the work of others resulting therefrom. If CONTRACTOR does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, OWNER may have the defective Work corrected or -the rejected Work removed and replaced, and all claims, costs, losses and damages caused by or resulting from such re- moval and replacement (including but not limited to all costs of repair or replacement of work of others) will be paid by CONTRACTOR. 13.12.2. In special circumstances where a particular item of equipment is placed in continuous service before Substan- tial Completion of all the Work, the con cction period for that item may start to run from an earlier date if so provided in the Specifications or by Written Amendment. 13.12.3. Where defective Work (and damage, to other Work resulting therefrom) has been corrected, removed or replaced under this paragraph 13.12, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction`or re- moval and replacement has been satisfactorily completed. 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). If any such acceptance occurs prior to ENGINEER's recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work: and OWNER shall be entitled to an appropriate decrease in the Contract Price, and, if the parties are unable to agree as to the amount thereof, OWNER may make a claim therefor as provided in Article 11. if the acceptance occurs after such recommenda- tion, an appropriate amount will be paid by CONTRACTOR to OWNER. OWNER May Correct Defective Work: 13.14. if CONTRACTOR fails within a reasonable time after written notice from ENGINEER to correct defective Work or to remove and replace rejected Work as required by ENGINEER in accordance with paragraph 13.11. or if CON- TRACTOR fails to perform the Work in accordance with the Contract Documents, or if CONTRACTOR fails to comply with any other provision of the Contract Documents. OWNER may, after seven days' written notice to CONTRACTOR, correct and remedy any such deficiency. In exercising the right and remedies under this paragraph OWNER shall pro- ceed expeditiously. In connection with such corrective and remedial action. OWNER may exclude CONTRACTOR from all or pan of the site, take possession of all or part of the Work, and suspend CONTRACTOR's services related thereto, take possession of CONTRACTOR's tools. appliances. construc- tion equipment and machinery at the site and incorporate in the Work all materials and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere. CONTRACTOR shall allow OWNER, OWNER's representatives, agents and employees. OWNER's other con- tractors and ENGINEER and ENGINEER's Consultants ac- cess to the site to enable OWNER to exercise the rights and remedies under this paragraph. All claims, costs. losses' and damages incurred or sustained by OWNER in exercising such right and remedies will be charged against CONTRACTOR and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and OWNER shall be entitled to an appropriate decrease in the Contract Price, and, if the parties arc unable to agree as to the amount thereof, OWNER may make a claim therefor as provided in Article I I. Such claims, costs. losses and damages will include but not be limited to all costs'of repair or replace- ment of work of others destroyed or damaged by correction, removal or replacement of CONTRACTOR's defective Work. CONTRACTOR shall not'. be allowed , an extension of the Contract Times (or Milestones) because of any, delay in the performance ofthe Work attributable to the exercise by OWNER of OWNER's rights and remedies` hereunder. . -- - ARTICLE 14—PAYMENTS TO CONTRACTOR AND 13.13. ;If, instead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to ENGI-" Schedule of Values. NEER's recommendation of final payment, also ENGINEER) 14.1. The schedule of values established as, provided in prefers to accept it. OWNER may do so. CONTRACTOR shall paragraph 2.9 will serve as the basis for progress payments and 37 will be incorporated into a form of -Application for Payment acceptable to ENGINEER. Progress payments on account of Unit Price Work will be based on the number of units com- pleted. Application for Progress Payment: 14.5`.1. the Work has progressed to the point indicated. 14.5.2. the quality of the Work is generally in accor- dance with the Contract Documents (subject to an evalu- ation of the Work as a functioning whole prior to or upon Substantial Completion. to the results of any subsequent tests called for in the Contract Documents, to a final determination of quantities and classifications for Unit Price Work under paragraph 9.10. and to any other quali- 14.2. At least twenty days before the date established for fications stated in the recommendation), and each progress payment (but not more often than once, a month), CONTRACTOR shall submit to ENGINEER for 14.5.3. the conditions precedent to CONTRACTOR'S review an Application for Payment filled out and signed by being entitled to such payment appear to have been CONTRACTOR covering the Work completed as of the date fulfilled in so far as it is ENGINEER's responsibility -to of the Application and accompanied by such supporting observe the Work. documentation as is required by the Contract Documents. If payment is requested on the basis of materials and equip- However. -by recommending any such payment ENGINEER ment not incorporated in the Work but delivered and suitably will not thereby be deemed to have represented that: (i) stored at the site or at another location agreed to in writing, exhaustive or continuous on -site inspections have been made the Application for Payment shall also be accompanied by'a to check the quality or the quantity of the Work beyond the bill of sale, invoice or other documentation warranting that responsibilities specifically assigned to ENGINEER in the OWNER has received the materials and equipment free and Contract Documents or (ii) that there may not be other matters clear of all Liens and evidence that the materials and or issues between the parties that might entitle CONTRAC equipment are covered by :appropriate property insurance TOR to be paid additionally by OWNER or entitle OWNER to and otherarrangements to protect OWN ER's interest therein, withhold payment to CONTRACTOR. all of which will be satisfactory to OWNER. The amount of 14.6. ENGINEER's recommendation of any payment, in- retainage with respect to progress payments will be as cluding final payment, shall not mean that ENGINEER is stipulated in the Agreement. responsible for CONTRACTOR's means, methods. techniques. sequences or procedures of construction, or the safetyprecau- tions and programs incident thereto. or for any failure of CONTRACTOR to comply with Laws and Regulations appli- cab1e to the furnishing or performance of Work, or for any 14.3. CONTRACTOR warrants and guarantees that title to all Work, materials and equipment covered by any Application for Payment, whether incorporated in theProjector not. will pass to OWNER no later than the time of payment free and. clear of all Liens. Review of Applications for Progress Payment. 14.4. ENGINEER will, within ten daysafter receipt of each Application for Payment, either indicate in writing a recommendation of payment and present the Application to OWNER, or return the Application to CONTRACTOR indi- cating in writing ENGINEER's reasons for refusing to recom- mend payment. In the latter case. CONTRACTOR may make the necessary corrections and resubmit the Application. Ten days after presentation of the Application for Payment to OWNER with ENGINEER's recommendation. the amount recommended will (subject to the provisions of the last sen- tence of paragraph 14.7) become due and when due will be paid by OWNER to CONTRACTOR. failure of CONTRACTOR to perform or furnish Work in accordance with the Contract Documents. 14.7. 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 referred Ito in paragraph 14.5. ENGINEER may also refuse to recorn mend any such payment, or, because of subsequently discov- ered evidence or the results of subsequent inspections or tests. nullify any such payment• previously recommended, to such extent as may be necessary in ENGINEER's opinion to protect OWNER from loss because: 14.7.1. the Work is defective, or completed Work has been damaged requiring correction or replacement, 14.7.2. ` the Contract Price has been reduced by Writ- ten Amendment or Change Order, 14.7.3.- OWNER has been required to correct defec- tive Work or complete Work in accordance with paragraph 13.14, or r 14.7.4. ENGINEER has actual knowledge of the oc- carrence-of any of events enumerated agraphs ' 14.5. ENGINEER'S recommendation of any. payment re-�' �e��merated in quested in an Application for Payment will constitute a repre- 15.2.1 through 15.2A inclusive. sentation by ENGINEER to OWNER. based on ENGINEER's OWNER may refuse to make payment of the full amount on -site observations of the executed Work as an experienced recommended by ENGINEER because: ' and qualified design professional and on ENGINEER's review of the Application for Payment and the accompanying data and 14.7.5. claims have been made against OWNER on schedules, that to the best of ENGINEER's knowledge. infor- account of CONTRACTORs performance or furnishing of mation and belief: the Work, ' 14.7.6. 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. 14.7.7. there are other items entitling OWNER to a set-off against the amount recommended, or 14.7.8. OWNER has actual knowledge of the occur- rence of any of the events enumerated in paragraphs 14.7.1 through 14.7.3 or paragraphs 15.2.1 through 15.2.4 inclusive; but OWNER must give CONTRACTORimmediate written notice (with a copy to ENGINEER) stating the reasons for such action and promptly pay CONTRACTOR the amount so withheld, or any adjustment thereto agreed to by OWNER and CONTRACTOR, when CONTRACTOR corrects to OWN- ER's satisfaction the reasons for such action. Substantial Compkdon: 14.8. When CONTRACTOR considers. the entire Work . ready for its intended use CONTRACTOR shall notify OWNER and ENGINEER in writing that the entire Work is substantially complete (except for items specifically ,listed by CONTRAC- TOR as incomr+lete) and request that ENGINEER` issue a certificate of Substantial Completion. Within a reasonable time thereafter, OWNER, CONTRACTOR and ENGINEER shall' make an inspection of the Work to determine the status of completion. If ENGINEER does not consider the Work sub- stantially complete, ENGINEER will notify CONTRACTOR in writing giving the reasons therefor. if ENGINEER considers the Work substantially complete, ENGINEER will prepare and deliver to OWNER a tentative certificate of Substantial Com- pletion which shall fix the date of Substantial Completion. There shall be attached to the certificate tentative list of items to be completed or corrected before final payment. OWNER " shall have seven days after receipt of the tentative certificate during which to make written objection to ENGINEER as to any provisions of the certificate or attached list. If, after considering such objections. ENGINEER concludes that the Work is not substantially complete. ENGINEER will within fourteen days after, submission ,of the tentative certificate to OWNER notify CONTRACTOR in writing, stating the reasons therefor. If, after consideration of OWNER's objections, EN- GINEER considers the Work substantially complete, ENGI- NEER will within said fourteen days execute and deliver to OWNER and CONTRACTOR a definitive certificate of Sub- stantial Completion (with a revised tentative list of items to be completed or corrected) reflecting such changes from the tentative certificate as ENGINEER .believes justified after of on,. knew f1WVJTZD At the tines- 4nf delivery of the tentative certificate of Substantial Completion ENGINEER will deliver to OWNER and CONTRACTOR a written recommendation as to division of responsibilities pend- ing final payment between OWNER and CONTRACTOR with respect to security, operation, safety, maintenance, heat, utili- ties, insurance and warranties and guarantees. Unless OWNER and CONTRACTOR agree otherwise in writing and so inform ENGINEER in writing prior to ENGINEER's issuing the definitive certificate of Substantial Completion, ENGINEER's aforesaid recommendation will be binding on OWNER and CONTRACTOR until final payment. 14.9. OWNER shall have the right to exclude CONTRAC- TOR from the Work after the date of Substantial Completion, but OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list. Ualimtion: 14.10. Use by OWNER at OWNER's option of any sub- stantially completed part of the Work which: (i) has specifically been identified in the Contract Documents, or (ii) OWNER, ENGINEER and CONTRACTOR agree constitutes a sepa- rately functioning and usable part of the Work that can be used by OWNER for its intended purpose without significant inter- ference with CONTRACTOR's performance of the remainder of the Work, may be accomplished prior to Substantial Com- pletion of all the Work subject to the following: 14.10.1. OWNER at any time may request CON- TRACTOR in writing to permit.OWNER to use any such part of the Work which OWNER believes to be ready for its intended use and substantially complete. If CON- TRACTOR agrees that such part of the Work is substan- tially `complete, `CONTRACMR will certify to OWNER and ENGINEER that such part of the Work is substan- tially complete and request ENGINEER_ to issue a certif- icate of Substantial Completion for that part of the Work. CONTRACTOR at any time may notify OWNER and ENGINEER in writing that CONTRAC70R . considers any such part of the Work ready for its intended use and substantially complete and request ENGINEER to issue a certificate of Substantial Completion for' that part of the Work. 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, ENGI- NEER will notify OWNER and CONTRACTOR in writ- ing giving the reasons therefor. If ENGINEER considers that part of the Work to be substantially complete, the provisions .of paragraphs 14.8 and 14.9 will apply with respect to certification of Substantial Completion of that part of the Work -and the division of responsibility in respect thereof and access thereto. 14.10.2. No occupancy or separate operation of part -of the Work will be accomplished prior to compliance with the requirements of paragraph 5.15 in respect of property insurance. Fin& Insprcdm 14.11. Upon written notice from CONTRACTOR that the entire Work or an agreed portion thereof is complete, ENGI- NEER will make a final inspection with OWNER and CON- TRACTOR and will notify CONTRACTOR in writing of all 39 particulars in which this inspection reveals that the Work is incomplete or defective. CONTRACTOR shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies. Final Application for Payment: 14.12. After CONTRACTOR has completed all such cor- rections to the satisfaction of ENGINEER and delivered in accordance with the Contract Documents all maintenance and operating instructions, schedules, guarantees, Bonds, certifi- cates or other evidence of insurance required by paragraph 5.4, certificates of inspection, marked -up record documents (as provided in paragraph 6.19) and other documents, CONTRAC- TOR may make application for final payment following the procedure for progress payments. The final Application for Payment shall be accompanied (except as previously delivered) by: (i) all documentation called for in the Contract Documents, including but not limited to the evidence of insurance required by subparagraph 5.4.13, (ii) consent of the surety, if any, to final payment, and (iii) complete and legally. effective releases or waivers (satisfactory to OWNER) of all Liens arising out of or filed in connection with the Work. In lieu of such releases or waivers of Liens and as approved by OWNER, CONTRAC- TOR may furnish receipts or releases in full and an affidavit of CONTRACTOR that: (i) the releases and receipts. include all. labor, services, material and equipment for which a Lien could be filed, and (ii) all payrolls, material and equipment bills and other indebtedness connected with the Work for which OWNER or OWNER's property might in any way be responsible 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 satis- factory to OWNER to indemnify OWNER against any Lien. Find Payment and Acceptance•. 14.13. If, on the basis of ENGINEER's observation of the Work during construction and final inspection, and ENGi- NEER'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 Documents have been fulfilled. ENGINEER will, within ten days after receipt of the final Application for Payment, indicate in writing ENGINEER's recommendation of payment and present the Application to OWNER for pay- ment. At the same time ENGINEER will also give written notice to OWNER _ and CONTRACTOR that the Work is acceptable subject to the provisions of paragraph 14.15. Oth- erwise, ENGINEER will return the Application to CON - recommend final payment, in which case CONTRACTOR shall make the necessary corrections and resubmit the Application. Thirty days after the presentation to OWNER of the Applica- tion and accompanying documentation, in appropriate form and substance and with ENGiNEER's recommendation and notice of acceptability, the amount recommended by ENGI- NEER will become due and will be paid by OWNER to CONTRACTOR. 14.14. If, through no fault of CONTRACTOR, final com- pletion of the Work is significantly delayed and if ENGINEER so confirms, OWNER shall, upon receipt of CONTRACTOR's final Application for Payment and recommendation of ENGI- NEER, and without terminating the Agreement, make pay- ment of the balance. due for that portion of the Work fully completed and accepted. If the remaining balance to be held by OWNER for Work not fully completed or corrected is Less than the retainage stipulated in the Agreement, and if Bonds have been furnished as required in paragraph 5.1. the written con- sent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by CONTRACTOR to ENGINEER with the Appli- cation for such payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 0 WaWr ofCldms: 14.15. The making and acceptance of final payment will constitute: 14.15.1. a waiver of all claims by OWNER against CONTRACTOR, except claims arising from unsettled Liens, from defective Work appearing after final inspection Pursu- ant to paragraph 14.11, from failure to comply with the Contract Documents or the terms of any special guarantees specified therein. or from CONTRACTOR's continuing ob- ligations under the Contract Documents; and 14.15.2. a waiver of all claims by CONTRACTOR against OWNER other than those previously made in writing and still unsettled. ARTICLE 15-SUSPENSION OF WORK AND TERMINATION OWNER May Suspend Wo&* 15.1. At any time and without cause. OWNER may sus- pend the Work or any portion thereof for a period of not more than ninety days by notice in writing to CONTRAC'MR and ENGINEER which will fix the date on which Worst will be resumed. CONTRACTOR shall resume the Work on the date so fixed. CONTRACTOR shall be allowed an adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension if CONTRACTOR makes an aooroved claim therefor as provided in Articles 11 and 12. OWNER May Tens lwe 1' 15.2. Upon the occurrence of any one or more of the following events: ' 15.2.1. if CONTRACTOR persistently fails to perform the Work in accordance with the Contract Documents (in- cluding, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the progress schedule established under paragraph 2.9 as adjusted from time to time pursuant to paragraph 6.6); 15.2.2. if CONTRACTOR disregards Laws or Regula- tions of any public body having jurisdiction; 15.2.2. if CONTRACTOR disregards the authority of ENGINEER; or 15.2.4. if CONTRACTOR otherwise violates in any sub- stantial way any provisions of the Contract Documents; OWNER may, after giving CONTRACTOR (and the surety, if any.) seven days' written notice and to the extent permit- ted by Laws and Regulations, terminate the services of CONTRACTOR.'exclude CONTRACTOR from the site and takepossession possession of the Work and of all CONTRACTOR's tools, appliances, construction equipment and machinery at 1 the site and use the same to the full`extent they could be used by CONTRACTOR (without liability to CONTRACTOR for trespass or conversion), incorporate in the Work all materi- als and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere, and finish the Work as OWNER may deem expedient. -In such case CONTRACTOR shall not be entitled `to receive any further payment until the Work is finished. If the unpaid balance of the Contract 'Price exceeds all claims, costs, losses and damages sustained by OWNER arising out of or resulting from completing the Work such excess will be paid to CONTRACTOR. If such claims, costs, losses and dam- ages exceed such unpaid balance. CONTRACTOR shall pay the difference to OWNER. Such claims, costs. losses and damages incurred by OWNER will be reviewed by ENGI- NEER as to their reasonableness and when so approved by ENGINEER incorporated in a Change Order, provided that when exercising any rights or remedies under this paragraph OWNER shall not be required to obtain the lowest price for the Work performed. 15.3. Where CONTRACTOR's services have been so ter- minated by OWNER, the termination will not affect any rights or remedies of OWNER against CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of moneys due CONTRACTOR by OWNER v►n11 not release CONTRACTOR from liability. 15.4.2. for expenses sustained prior to the effective date of termination in performing services and furnishing labor, materials or equipment as required by the Contract Docu- ments in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses; 15.4.3. for all claims, costs, losses and damages incurred in settlement of terminated contracts with Subcontractors, Suppliers and others; and 15.4:4. for reasonable expenses directly attributable to termination. CONTRACTOR shall not be paid on account of Im of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. CONTRAC70R May Stop Work or Ternrbuite 15.5. If, through no act or fault of CONTRACTOR, the Work is suspended for a period of more than ninety days by OWNER or under an order of court or other public author- ity, or ENGINEER fails to act on any Application for Payment within thirty days after it is submitted'or OWNER' fails for thirty days to pay CONTRACTOR any sum finally determined to be due, then CONTRACTOR may. upon seven days' written notice to OWNER and ENGINEER, and provided OWNER or ENGINEER do not remedy such suspension or failure within that time, terminate the Agree- ment and recover from OWNER payment on the same terms as provided in paragraph 15.4._ In lieu of terminating the Agreement and without prejudice to any other right or remedy, if ENGINEER has failed to act on an Application for Payment within thirty days after it is submitted, or OWNER has failed for thirty days to pay CONTRACTOR any sum finally determined to be due, CONTRACTOR may upon seven day's written notice to OWNER and ENGI- NEER stop the Work until payment of all such amounts due CONTRACTOR, including interest thereon. The provisions of this paragraph 15.5 arc not intended to preclude CON- TRACTOR from making claim under Articles 11 and 12 for an increase in Contract Price or Contract Times or otherwise for expenses or damage directly attributable to CONTRAC- TOR's stopping Work as permitted by this paragraph. ARTICLE 16—DISPUTE RESOLUTION 15.4. Upon seven days' written notice to CONTRACTOR and ENGINEER, OWNER may, without cause and without If and to the extent that OWNER and CONTRACTOR have prejudice to any other right or remedy of OWNER, elect to agreed on the method and procedure for resolving disputes terminate the Agreement. In such case, CONTRACTOR shall between them that may arise under this Agreement, such be paid (without duplication of any items): dispute resolution method and procedure, if any, shall be as set forth in Exhibit GC -A, "Dispute Resolution Agreement; ' to be 15.4.1. for completed and acceptable Work executed in attached hereto and made a part hereof. If no such agreement accordance with the Contract Documents prior to the effec- on the method and procedure for resolving such disputes has five date of termination, including fair and reasonable sums been reached, and subject to the provisions of paragraphs 9.10, I for overhead and profit on such Work; 9.11. and 9.12, OWNER and CONTRACTOR may exercise 41 t such rights or remedies as either may otherwise have under the Contract Documents or by Laws or Regulations in respect of any dispute. ,T1CLE 17—MISCELLANEOUS Giving Notice: 17.1. Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed ,to have been validly given if delivered in person to the individual or to a member of the firm or ,to an officer of the corporation for whom it is intended. or if delivered at or sent by registered or certified mail. postage prepaid, to the last business address known to the giver of the notice. Computation of Times: 17.2.1. When any period. of time is referred to in the Contract Documents 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 or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will. be omitted from the computation. 17.2.2. A calendar day of twenty-four hours measured from midnight to,the next midnight will constitute a day. Notice of Claim: 17.3. Should OWNER or CONTRACTOR suffer injury or damage to person or property because.of any error, omission or act of the other party or of any of the other party's employees or agents or others for whose acts the other party is legally liable, claim will be made in writing to the other party within a reasonable. time of the first observance of such injury or damage. The provisions of this paragraph 17.3 shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitations or repose. Cumru/adve Remedies: i 17.4. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon CON- TRACTOR by paragraphs 6.12, 6.16, 6.30, 6.31, 6.32, 13.1. 13.12, 13.14, 14.3 and 15.2 and all of the rights and remedies available to OWNER and ENGINEER thereunder, 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 warranty or guarantee or by other provisions of the Contract Documents, and the provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. Profes imW Fees and Court Cons Included. 17.5. Whenever reference is made to "claims, costs, losses and damages.:' it shall include in each case, but not be limited to, all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs. (The remainder of this page was left blank intentionally.] 42 EXHIBIT GC -A to General Conditions of the Agreement Between OWNER and CON- TRACTOR Dated For use with EJCDC No. 1910-8 (1990 ed.) DISPUTE RESOLUTION AGREEMENT OWNER and CONTRACTOR hereby agree that Article 16 of the Genera) Conditions to the Agreement between OWNER and CONTRACTOR is amended to include the following agreement of the parties: 16.1. All claims, disputes and other matters in question between OWNER and CONTRACTOR arising out of or relat- ing to the Contract Documents or the breach thereof (except for claims which have been waived by the making or accep- tance of final payment as provided by paragraph 14.15) will be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Asso- ciation then obtaining, subject to the limitations of this Article 16. This agreement so to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith as provided in this Article 16 will be specifically enforceable under the prevailing law of any court having jurisdiction. 16.2. No demand for arbitration of any claim, dispute or other matter that is required to be referred to ENGINEER initially for decision in accordance with paragraph 9.11 will be made until the earlier of (a) the date on which ENGINEER has rendered a written decision or (b) the thirty-first day after the parties have presented their evidence to ENGINEER if a written decision has not been rendered by ENGINEER before that date. No demand for arbitration of any such claim, dispute or other matter will be made later than thirty days after the date on which ENGINEER has rendered a written decision in respect thereof in accordance with paragraph 9.11; and the failure to demand arbitration within said thirty days' period will result in ENGINEER's decision being final and binding upon OWNER and CONTRACTOR. If ENGINEER renders a de- cision after arbitration proceedings have been initiated, such decision may be entered as evidence but will not supersede the arbitration proceedings, except where the decision is accept- able to the parties concerned. No demand for arbitration of any written decision of ENGINEER rendered in accordance with. paragraph 9.10 will be made later than ten days after the party making such demand has delivered written notice of intention to appeal as provided in paragraph 9.10. American Arbitration Association, and a copy will be sent -to ENGINEER for information. The demand for arbitration will be made within the thirty -day or ten- day period specified in paragraph 16.2 as applicable. and in all other cases within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall any such demand be trade after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limita- tions. 16.4. Except as provided in paragraph 16.5 below, no arbitration arising out of or relating to the Contract Documents shall include by consolidation, joinder or in any other manner any other person or entity (including ENGINEER, ENGI- NEER'S Consultant and the officers, directors, agents, em- ployees or consultants of any of them) who is not a party to this contract unless: 16.4.1. the inclusion of such other person or entity is necessary if complete relief is to be afforded among those who are already parties to the arbitration, and 16.4.2. such other person or entity is substantially in- volved in a question of law or fact which is common to those who are already parties to the arbitration and which will arise in such proceedings, and 16.4.3. the written consent of the other person or entity sought to be included and of OWNER and CONTRACTOR has been obtained for such inclusion, which consent shall make specific reference to this paragraph; but no such consent shall constitute consent to arbitration of any dispute not specifically described in such consent or to arbitration with any party not specifically identified in such consent. 16.5. Notwithstanding paragraph 16.4 if a claim. dispute or other matter in question between OWNER and CONTRAC- TOR involves the Work of a Subcontractor, either OWNER or CONTRACTOR may join such Subcontractor as a party to the arbitration between OWNER and CONTRACTOR hereunder. CONTRACTOR shall include in all subcontracts required by paragraph 6.11 a specific provision whereby the Subcontractor consents to being joined in an arbitration between OWNER and CONTRACTOR involving the Work of such Subcontrac- tor. Nothing in this paragraph 16.5 nor in the provision of such subcontract consenting to joinder shall create any claim, right or cause of action in favor of Subcontractor and against OWNER, ENGINEER or ENGINEER's Consultants that does not otherwise exist. 16.6. The award rendered by the arbitrators will be final, 16.3. Notice of the demand for arbitration will be filed in judgment may be entered upon it in any court having jurisdic- writing with the other party to the Agreement and with the tion thereof. and it will not be subject to modification or appeal_ [The remainder of this page was left blank intentionally.] 1 -i 16.7. OWNER and CONTRAMR agree that they shall dis- lion would irrevocably prejudice one of the parties. The thirty and ten day time limits within which to file a fast submit any and all unsettled claims, counterclaims, and other matters in question between them arising out of respective demand for arbitration as provided in paragraphs 16.2 and 16.3 ' putes or relating to the Contract Documents or the breach thereof above shall be suspended with respect to a dispute submitted to within those same applicable time limits and shall ("disputes"), to mediation by The American Arbitration As- under the Construction Industry .Mediation Rules of mediation remain suspended until ten days -after the termination of the sociation the American Arbitration Association prior to either of them mediation. The mediator of any dispute submitted to mediation this Agreement shall not serve as arbitrator of such ' initiating against the other a demand for arbitration pursuant to 16.1 through 16.6, unless delay in initiating arbitra- under dispute unless otherwise agreed. paragraphs i t 1 1 1 1 SECTION 080 STANDARD GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT (EJCDC No. 1910-8) 42 Pages ISSUED 06/19/2000 STANDARD CONDITIONS SECTION 090 SUPPLEMENTARY CONDITIONS These Supplementary Conditions amend or supplement the Standard General Conditions of the Construction Contract (No. 1910-8, 1990 edition) as indicated below. All provisions which are not so amended or supplemented remain in full force and effect. SC-1. Definitions: The terms used in these Supplementary Conditions which are defined in the Standard General Conditions of the Construction Contract (No. 1910-8, 1990 edition) have the meanings assigned to them in the General Conditions. Add to Article 1. of the General Conditions the following definition: When in these Contract Documents the following terms or pronouns are used, their intent and meaning will be as follows: OWNER: City of Vernon (has the same meaning as "CITY') ENGINEER: City of Vernon or its Representative SC-2.7. Before Starting Construction: Delete paragraph 2.7. of the General Conditions in its entirety and insert the following in its place: I Before any Work at the site is started, CONTRACTOR will deliver to CITY, certificates of insurai SC-4.2.3. Notice of Differing Subsurface and Physical Conditions: Delete paragraph 4.2.3. of the General Conditions in its entirety and insert the following in its place:_ - 4.2.3.1. CONTRACTOR will promptly, and before the conditions are disturbed (except ISSUED 06/19/2000 SUPPLEMENTARY CONDITIONS 90-1 in an emergency as permitted by paragraph 6.23), give a written notice to the CITY of (1) subsurface or latent physical conditions at the site which differ materially from those indicated in the Contract Documents, or (2) unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. 4.2.3.2. CITY shall investigate the site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the CITY's cost of, or the time required for, performing any part of the Work, whether or not changed as a result of the conditions, an equitable adjustment will be made under this clause and the Contract Documents modified in writing accordingly. 4.2.3.3. No request by CONTRACTOR for an equitable adjustment to the Contract Documents under this clause will be allowed, unless CONTRACTOR has given the written notice required; provided, that the time prescribed in 4.2.3.1 above for giving written notice may be extended by CITY. 4.2.3.4. No request by CONTRACTOR for an equitable adjustment to the contract for differing site conditions will be allowed if made after final payment under the Contract Documents. SC-4.2.4. CITY's Review: Delete paragraph 4.2.4. of the General Conditions in its entirety. SC-4.2.5. Possible Contract Documents Change: P Delete paragraph 4.2.5. of the General Conditions in its entirety. SC-4.2.6. Possible Price and Times Adjustments: Delete paragraph 4.2.6. of the General Conditions in its entirety. ISSUED 06/19/2000 SUPPLEMENTARY CONDITIONS 90-2 SC-5.4.6. CONTRACTOR's Liability Insurance: Add the following language after paragraph 5.4.6. of the General Conditions: The limits of liability for the insurance required by paragraphs 5.4.1. through 5.4.6. inclusive of the General Conditions will be not less than the amounts shown in the following Insurance Schedule, as required by CITY: INSURANCE SCHEDULE (CONTRACTOR) The Contractor and its Subcontractors will provide proof of insurance in at least the following amounts and coverage (combined single limit permitted): I Hazards Automobile Liability Owned Automobiles Hired Automobiles Non -Owned Automobiles Workers' Compensation Employers' Liability II. General Liability Premises Operations Elevators (if applicable) Independent Contractors Products -Completed Operations Contract Liability Umbrella Liability Coverage and Limits Bodily Injury Property Damage Each Person Each Accident Each Accident $500,000 $1,000,000 $500,000 $1,000,000 $500,000 $1,000,000 Statutory $1,000,000 per employer $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $1,000,000 $50.0,000 $500,000 $500,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 ISSUED 06/19/2000 SUPPLEMENTARY CONDITIONS 90-3 a. The general liability policy will contain the following special endorsements which will be noted on or attached to the standard certificate of insurance: 1. An endorsement naming the City of Vernon, its officers, and employees as insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under City of Vernon Contract Number F02000. 4. Such other endorsement as may be required by addendum hereto. b. In addition to the standard certificate of insurance, proof of general and umbrella liability coverage will be furnished in the form checked below. Certification of the following12roofs by the insurance agent or broker will not be accel2ted: _X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and statements in the standard certificate of insurance (attached thereto) are true and correct and that the signator is an officer authorized to so certify. _ A copy of each policy certified by an officer of the underwriter or carrier and notarized. SC-5.6. Property Insurance: Delete the first paragraph of 5.6. of the General Conditions in its entirety and insert the following in its place: CONTRACTOR will purchase and maintain property insurance upon the Work at the site in the amount of the full replacement cost thereof (subject to such deductible amounts as may be provided in these Supplementary Conditions or required by Laws and Regulations). This insurance will: Paragraphs 5.6. 1. through 5.6.5. of the General Conditions remain in full force and effect. ISSUED 06/19/2000 SUPPLEMENTARY CONDITIONS 90-4 SC-5.7. Property Insurance: Delete paragraph 5.7. of the General Conditions in its entirety. SC-5.8. Property Insurance: Delete paragraph 5.8. of the General Conditions in its entirety and insert the following in its place: All the policies of insurance (and the certificates or other evidence thereof) required to be purchased and maintained by CONTRACTOR in accordance with paragraph 5.6. will contain a provision or endorsement that the coverage afforded will not be canceled or materially changed or renewal refused until at least 30 days' prior written notice has been given to CITY by certified mail and will contain waiver provisions in accordance with paragraph 5.11. SC-5.9. Property Insurance: Delete paragraph 5.9. of the General Conditions in its entirety and insert the following in its place: CITY will not be responsible for purchasing and maintaining any property insurance to protect the interests of CONTRACTOR, Subcontractors or others in the Work. SC-5.10. Property Insurance: Delete paragraph 5.10. of the General Conditions in its entirety. SC-5.12. Receipt and Application of Insurance Proceeds: Delete paragraph 5.12. of the General Conditions in its entirety. SC-5.13. Receipt and Application of Insurance Proceeds: ............... Delete paragraph 5.13. of the General Conditions in its entirety. ISSUED 06/19/2000 90-5 SUPPLEMENTARY CONDITIONS SC-5.14. Acceptance of Bonds and Insurance; Option to Replace: Delete paragraph 5.14. of the General Conditions in its entirety and insert the following in its place: If CITY has any objection to the coverage afforded by or other provisions of.the Bonds or insurance required to be purchased and maintained by CONTRACTOR in accordance with Article 5 on the basis of non-conformance with the Contract Documents, CITY will notify CONTRACTOR in writing thereof. SC-6.5. Labor, Materials and Equipment: Add the following language at the end of paragraph 6.5. of the General Conditions: No provision of any instructions, warranties or guarantees will be effective to assign to CITY, agents or employees, any duty or authority to supervise or direct the famishing or performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of paragraph 9.13. SC-6.8.2. Concerning Contractors, Suppliers and Others: Add new paragraphs immediately after paragraph 6.8.2. of the General Conditions which are to read as follows: 6.8.2.1 The Subcontractors, suppliers, other persons and organizations to be employed to furnish portions of the Work will be as identified by CONTRACTOR in Section 060 of the Contract Documents. 6.8.3. CONTRACTOR will perform with its own organization not less than one-third of Contract Price and will not sublet to one Subcontractor more than one-half of Contract Price without previous written consent of CITY. After the Effective Date of the Agreement and prior to beginning of operations of a subcontract, CONTRACTOR may, if approved by CITY through a Change Order, employ a ISSUED 06/19/2000 SUPPLEMENTARY CONDITIONS 90-7 different Subcontractor than was identified by the CONTRACTOR in Section 055 of the Bidding Documents. In this event, Contract Price will be reduced by an amount equal to the reduction, if any, in the cost to CONTRACTOR as a result of the change of Subcontractor. SC-6.26. Add the following language at the end of paragraph 6.26. of the General Conditions: Review of conformance with design concepts and compliance with Contract Documents does not require CITY to review features solely related to construction or all dimensions, quantities and other data. CONTRACTOR will not rely on CITY's approval as a verification or check of all such items in the submittal or of satisfactory and safe installation and construction. CONTRACTOR will verify all fabrication and installation requirements, quantities, and dimensions, SC-6.31. Indemnification: Delete paragraph 6.31 of the General Conditions in its entirety and insert the following in its place: 6.31. CONTRACTOR will indemnify and hold harmless CITY, and the officers, directors, employees, agents, and other consultants 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 architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) caused by, arising out of, or resulting from the performance of the Work. END OF SECTION ISSUED 06/19/2000 SUPPLEMENTARY CONDITIONS 90-8 1. SECTION 100-1I SUMMARY OF WORK PHASE II - PROJECT II PROJECT DESCRIPTION CITY has planned to extend its .fiber optics backbone infrastructure and create a fiber cable loop connecting CITY owned facilities. CITY already has 5.6 miles of 96 strand OPS fiber optic cable extended to its facilities such as the City Hall, Control Center and three electric substations. Active fibers are in use and provide the system with data communication amongst City properties. Phase II, Project II consists of extending 144 strand OPS fiber optics cable along 9.8 miles public right of way and City owned properties. There are numerous splice enclosures itemized as part of Phase 11 project, as shown on the Communication System One Line Diagram, and Splice and Patch Panels Section 120. A portion of this backbone extension is along Soto Street. This sub -project is funded by Traffic Engineering Department, and yet is a part of Phase II overall project. Separate sub -project total cost will be provided by the CONTRACTOR as a part of Contract Pricing Form. 2.01 CONSTRUCTION ACTIVITY SUMMARY PHASE II - PROJECT II A summary of construction activities related to overhead and underground line work is listed below for the purpose of Contract Pricing Form completion. Unit prices shall be included in the Contract Pricing Form for the final Contract payment adjustments. The figures below relate to the total number of itemized components in Phase II which includes Sub -Project relating to Traffic Engineering Applications. 1) Pole cable attachments are 375. 2) Pole guy wire attachments are 21. 3) Riser assemblies are 3. 4) Aerial guy wire attachments are 24. 5) Down guys to existing anchors are 32. 6) Placement of new anchor in dirt is 1. 7) Overhead snow -shoe slack loops are 50. 8) Overhead aerial splice slack loops are 10. 9) Strand footage is 50,000'. 10) Bonding Assemblies are 55. 11) Guard arms / cable arms are 175. 12) Extension arms / 5' cable arms are 100. 13) Armless cable attachments on poles are 100. ISSUED 06/19/2000 100 II-1 SUMMARY OF WORK PHASE II, PROJECT 11 14) (8'- 10') double extension arms / cable arms are 10. 15) Aerial rearrangement / cable moves are 30. 16) Aerial overlash footage are 300'. 17) Aerial splice points are 10. 18) Aerial weatherproof splice enclosures are 9. 19) 144-S OPS fiber optics cable procurement footage is 58,000'. 20) 1.25" inner duct placement 3,730 Lf. 21) 1.25" inner duct per conduit is 3. 22) Fusion Splices are 500. 23) Total number of manhole/vault entries are 9. 2.02 TRAFFIC ENGINEERING APPLICATIONS Traffic Engineering Applications is a sub -project to Phase II, Project II. The Construction Activity count below will aid the CONTRACTOR in pricing this sub -project as separately, however, Section 2.01 has already accounted for the items which are listed below. 1) Pole cable attachments are 48. 2) Pole guy wire attachments are 3. 3) Riser assemblies are 2. 4) Aerial guy wire attachments are 3. 5) Down guys to existing anchors are 2. 6) Overhead snow -shoe slack loops are 8. 7) Overhead aerial splice slack loops are 8. 8) Strand footage is 5,700'. 9) Bonding Assemblies are 10. 10) Guard arms / cable arms are 20. 11) Extension arms / 5' cable arms are 15. 12) Armless cable attachments on poles are 9. 13) (8' - 10') double extension arms / cable arms are 4. 14) Aerial rearrangement / cable moves are 5. 15) Aerial overlash footage are 100' 16) Aerial splice points are 8. 17) Aerial weatherproof splice enclosures are 8. 18) 144-S OPS fiber optics cable procurement footage is 9,800'. 19) 1.25" inner duct placement 9,20 Lf. 20) 1.25" inner duct per conduit is 3. 21) Fusion Splices are 240. 22) Total number of manhole/vault entries are 2. 3. OVERHEAD CONSTRUCTION 3.01 POLE ATTACHMENT HEIGHTS The fiber cable in general will be attached to the existing CITY owned distribution pole within ISSUED 06/19/2000 100 II-2 -SUMMARY OF WORK PHASE II, PROJECT 11 communication zone. Nearly seventy percent of poles attachments within PHASE II project only carry distribution power lines and there are no telephone or other communication lines. On these poles, it is proposed to maintain highest point of attachments as described in the Pole Inventory Package. On the other thirty percent of poles which maintain other facilities such as communication lines, it is proposed to maintain pole attachments a minimum of one foot above the highest communication line. Street crossing and rail road crossings shall comply with General Order 95 minimum requirements. 3.02 DISTRICT BOULEVARD All poles along this portion of the project maintain area street light fixtures. The proposed fiber cable attachments shall be maintained three feet below the street light mast arms, however, one foot minimum clearance above any existing communications lines must be maintained. Guard arms and cable arms shall be installed as needed to maintain required clearances 3.03 BANDINI BOULEVARD Similar to District Boulevard, almost all poles along this portion of the route maintain area street light fixtures. Unless otherwise noted on the Pole Inventory Package, all attachments on these poles will be three feet below the street light mast arms. 3.04 RAILROAD CROSSINGS There are a number of railroad spur crossings within the scope of this project. General Order 95 requirements must be followed on all locations. The Pole Inventory package and the Comprehensive Plans identifies these locations and any discrepancies must be resolved with the CITY prior to pole hardware attachments. 3.05 RISER DETAILS The entire vertical riser shall be 4", schedule 80, PVC conduit. On poles supporting communication and supply conductors, vertical runs, risers, ground wire, guys and hardware, where practicable shall be a minimum of 1-1/2 inches apart. The PVC and other protective coverings shall be installed in a workmanlike manner. The methods used are subject to the approval of the CITY and should not conflict with the requirements of G.O. 95. The construction shall conform to G.O. 95 Rule 84.6-E. The PVC couplings are to be cemented to PVC conduit at top socket of couplings. Do not cement the lower socket of any coupling. This allows for expansion and contraction of conduit. The CITY will have stand-by crew available upon CONTRACTOR 48 advanced notice for access to the existing underground facilities. END OF SECTION ISSUED 06/19/2000 100 II-3 SUMMARY OF WORK PHASE II, PROJECT 11 SECTION 100-III SUMMARY OF WORK PHASE II - PROJECT III 1. PROJECT DESCRIPTION Phase 11, Project III portion of this overall project consists of extending 3.1 miles of 144-S OPS fiber optics cable along CITY owned power poles and underground facilities. The cable extension will begin at a splice enclosure on Fruitland Avenue and end at a splice enclosure on E. 50' Street, as shown on the Communication System One Line Diagram. There will be an aerial splice enclosure on Slauson Avenue, however, the fiber strands 49 through 60 will only be prepared for future fusion splices. 2. CONSTRUCTION ACTIVITY SUMMARY A summary of construction activities related to overhead and underground line work is listed below. Unit prices shall be included in the Contract Pricing Form for the final Contract payment adjustments. The figures below relate to total number of itemized components. Refer to Splice and Patch Panels Section 120 for splicing details. 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) Pole cable. attachments are 76. Pole guy wire attachments are 3. Riser assemblies are 2.. Aerial guy wire attachments are 7. Down guys to existing anchors are 3. Overhead snow -shoe slack loops are 10. Overhead Strand footage is 10,000'. underground rise -to -riser footage is 3122% Bonding Assemblies are 15. Guard arms / cable arms are 30. Extension arms / 5' cable arms are 30. Armless cable attachments on poles are 5. (8'- 10') double extension arms / cable arms are 10. Aerial rearrangement / cable moves are 10. Aerial overlash footage are 200'. Aerial splice points are 3. Aerial weatherproof splice enclosures are 3. Aerial Splice slack loops are 3. 144-S OPS overhead fiber optics cable procurement footage is 17,000' of which 4,290' is underground placement. . 20) 1.25" inner duct placement 4,000 LE 21) 1.25" inner duct per conduit is 3. 22) Total number of manhole/vault entries are 8. ISSUED 06/19/2000 100 III-1 SUMMARY OF WORK PHASE II, PROJECT III 23) Total number of manhole/vault slack loops are 8. 24) Total number of fusion splices are 240. 3. OVERHEAD CONSTRUCTION 3.01 POLE ATTACHMENT HEIGHTS The fiber cable in general will be attached to the existing CITY owned distribution pole within the communication zone. The fiber cable attachments must maintain highest point of attachments as described pole inventory package. On poles with existing telephone and other communication attachments, it is requested that the attachments maintain a minimum of one foot above the highest communication line. Street crossing and rail road crossings shall comply with General Order 95 minimum requirements. 4. TRAMMEL CROW UNDERGROUND EXTENSION There are 3,122 linear feet of underground extension as a part of Phase III project. 144-S fiber cable will extend through eight existing CITY owned manhole/vaults, as shown on the attached Inventory Maps. The fiber cable must be placed in 1.25" inner ducts throughout this extension. Slack loops with a minimum of three complete turns shall be placed in each substructure to provide future splicing. The CITY will have stand-by crew available upon CONTRACTOR 48 hours advanced request to provide access to the existing underground facilities. 5. RISER DETAILS The entire vertical riser shall be 4", schedule 80, PVC conduit. On poles supporting communication and supply conductors, vertical runs, risers, ground wire,1guys and hardware, where practicable shall be a minimum of 1-1/2 inches apart. The PVC and other protective coverings shall be installed in a workmanlike manner. The methods used are subject to the approval of the CITY and should not conflict with the requirements of G.O. 95. The construction shall conform to G.O. 95 Rule 84.6-E. The PVC couplings are to be cemented to PVC conduit at top socket of couplings. Do not cement the lower socket of any coupling. This allows for expansion and contraction of conduit. END OF SECTION ISSUED 06/19/2000 100 III-2 SUMMARY OF WORK PHASE II, PROJECT III SECTION 100-IV SUMMARY OF WORK PHASE II - PROJECT IV Phase II, project IV consists of fiber optics cable lateral extensions to four of CITY Fire Station buildings. The laterals consists of 24-S OPS fiber starting from an aerial splice enclosure and terminating in either a wall mountable or 23" rack mountable patch panel. 1. PROJECT DESCRIPTION CITY plans to use its fiber optics cable backbone for point to point and/or daisy chain communication paths between various facilities. This project addresses fiber connectivity between four Fire Department stations. The overall project consists of termination of 24 strands of fiber cable in a fiber patch panel inside the Fire Department stations for future use and applications. 12 fiber strands are allocated for the Fire Department use. Fibers 37 through 48 throughout the fiber backbone system are identified for extension, application and splicing. All laterals to each station will be terminated and patched to provide a daisy chain loop configuration. 2. PROJECT LOCATIONS 2.01 FIRE STATION NO. 1 Fire Station No.I is located on the corner of Fruitland Avenue and Downey Road. At this site it is proposed that the CITY will provide a suitable location for the CONTRACTOR to place a 23" x 7' rack for the placement of a fiber optics cable patch panel. CTTY will provide an underground path from pole No. 8992EV, item No. 392, as shown on the Comprehensive Plans to the rack location. All 24 fiber strands will be terminated at this site for CTTY applications. The aerial splice enclosure for this site is accounted for in the Phase III portion of the overall project. 2.02 FIRE STATION NO.2 Fire Station No. 2 is located on Santa Fe Avenue, in front of the City Hall. At this site it is proposed that the CITY to provide a suitable location for the CONTRACTOR to place a wall mountable patch panel and terminate 24 strands of the fiber cable lateral. For this site, CONTRACTOR will place a new aerial splice enclosure on Santa Fe Avenue, will prepare and splice 12 strands of CITY existing 96 strand backbone (fibers 37 through 48) , place a riser assembly one span away from the proposed splice enclosure, and run a 200' underground lateral to a new fiber patch panel. 2.03 FIRE STATION NO.3 Fire Station No. 3 is located on Soto Street, north of L.A. River crossing. At this site it is proposed that the CITY to provide a suitable location for the CONTRACTOR to place a wall mountable patch panel ISSUED 06/19/2000 100 IV-1 SUMMARY OF WORK PHASE II, PROJECT IV and.terminate 24 strands of the fiber cable lateral. For this site, the aerial splice enclosure is accounted for in Phase H portion of main project. The lateral consists of 24-S fiber extension for two aerial spans, a riser assembly on an existing power pole and a lateral to the station building. 2.04 FIRE STATION NO.4 Fire Station No. 4 is located on Bandini Boulevard. At this site it is proposed that the CITY to provide a suitable location for the CONTRACTOR to place a 23" rack mountable fiber patch panel and terminate 24 strands of the fiber cable lateral. For this site, the aerial splice enclosure will be placed on Ayers Avenue, as shown on the Comprehensive Plans. A portion of 24-S lateral will be overlashed onto the proposed 144-S backbone cable, and then will extend east towards the Fire Station site. 3. CONSTRUCTION ACTIVITY SUMMARY PHASE IV A summary of construction activities related to overhead and underground line work is listed below for the purpose of Contract Pricing Form completion. Unit prices shall be included in the Contract Pricing Form for the final Contract payment adjustments. The figures below relate to total number of itemized components. Refer to Communication System One Line Drawing for physical locations of each Fire Department stations. Refer to Splicing and Patch Panel Section for splices and splicing details. 1) Strand and hardware `placement 800' 2) Over -lash to existing strand 200' 3) 24-S aerial fiber placement 1000, 4) 24-S underground fiber placement 600' 5) Riser assembly placement 4 6) Aerial Slack loop placement 4 7) Guard arm/ cable arm placement 8 8) Extension arm/ 5' cable arms 4 9) New grounding placement 2 10) Bonding into existing 4 11) Manhole slack loop placement 2 12) Cable marker W/CITY ID 13 13) 1.25" inner duct placement 600 Lf 14) Aerial splice enclosures 2 15) 24 fiber patch panel (wall) 2 16) 24 fiber patch panel (23" rack) 2 17) 23" racks and hardware 2 18) Termination of 24 strands in. P.P. 4 19) 24 fiber splices in 2 new splice encl. 2 20) 24 fiber splices in 2 existing splice encl. 2 END OF SECTION ISSUED 06/19/2000 100 IV-2 SUMMARY OF WORK PHASE II, PROJECT IV SECTION 120 SPLICE AND PATCH PANELS 1. BACKGROUND There are sixteen locations within the scope of the overall project where weatherproof aerial splices enclosures will either be placed or the existing splices enclosures will have to be modified, There is a table of splice enclosures shown below which describes the extend of the work involved. Refer to the Communication System One Line Diagram for the exact physical locations. In addition, refer to the five pages of Exhibit drawings attached to this section, detailing the fusion splicing activities related to each splice enclosure, 2. SPLICE LOCATIONS SPLICE PROJECT ENCLOSURE NUMBER DESCRIPTION NUMBER 1 PROJECT H This is an existing enclosure. Fusion splice the existing 1-96 strands to the new 1-96 of proposed 144 strand fiber cable. Fusion splice 97-120 to 121-144 of the proposed. 2 PROJECT II New enclosure. 'Fusion splice 25-48 going E with 25-4.8 coming N. Fusion splice 25-36 coming W. with 61-72 coming N. Fusion splice 37-48 coming W. with 49-60 coming N. 1-24 and 73-144 coming N. will remain in the splice enclosure trays for future use. 1-24 and 49-144 E. &W. Will express through uncut. 3 PROJECT II New Enclosure. F. S. #3 Fusion splice 37-48 coming S. with 1-12 of 24-$ fiber lateral. ,J Fusion splice 49-60 coming S. with 13-24 of 24-S fiber lateral. Fusion splice 37-48 going N. with 49-60 of going N. 1-3 6 and 61 - 144 NA S. will express through uncut. 4 PROJECT II New enclosure. Traffic Eng. Applic. Prep fibers 25-36 for future splicing. 5 PROJECT II New enclosure. Traffic Eng. Applic. Prep fibers 25-36 for future splicing. ISSUED 06/19/2000 120-1 SPLICE AND PATCH PANELS 6 PROJECT II New enclosure. Traffic Eng. Applic. Prep fibers 25-36 for future splicing. 7 PROJECT II New Enclosure. Traffic Eng. Applic. Prep fibers 25-36 for future splicing. 8 PROJECT II New enclosure. Fusion, splice 25-36 of existing 96-S going E. with 13-24 going N. Fusion splice 25-30 of coming W. to 31-36 of coming W. End 13-24 coming S. for future. 37-144 N. & S. will express through uncut. 9 PROJECT II New enclosure. Traffic Eng. Applic. + Fusion splice 1-12 with 133.144. Fusion splice 13-24 with 25-36. End 37-60 and 61-144 for future. 10 PROJECT IV New enclosure. Fire Station No. 4. Fusion splice 3748 coming S. with,1-12 of 24-S lateral. Fusion splice 37-48 coming N. with 13-24 of 24-S lateral. 1-36 and 49-144 N. & S. will express through uncut. 11 PROJECT II New enclosure. New fiber reel. Straight in line slice 25-144. Fusion Splice 1-24 coming S. with 1-24 going E. Fusion splice 1-12 with 13-24 coming N. Fusion splice 25-84 With 85-144 coming W. 12 PROJECT III New enclosure. Trammel Crow & Fire Station No.1 Straight in line splice 1-36 and 49-144 coming N. with 1-36 and 49- 144 coming W. Fusion splice 37-48 coming W. with 1-12 of 24-S lateral. Fusion splice 37-48 coming S. with 13-24 of 24-S lateral End 1-36 and 49-144 coming S. for future use. End 37-48 coming N. for future use. 13 PROJECT II Existing enclosure. Fusion splice 37-48 of existing 96-S with 37-48 of new. End 37-48 coming S. for future use. 14 PROJECT III New Enclosure. Trammel Crow Project Prep fibers 49-60 for future splicing. 15 PROJECT III New enclosure 1-48 of E. & W. will express through uncut. Fusion splice 49-96 going E. with 49-96 coming N. End 1-48 coning N. for future use. Fusion splice 97-144 coming N. with 49-96 coming W. ISSUED 06/19/2,000 120-2 SPLICE AND PATCH PANELS 16 PROJECT IV New enclosure. Fire Station No, 2. Fusion splice 37-48 going N. with 1-12 of 24-S lateral. Fusion splice 37-48 coming S. with 13-24 of 24-S lateral. 1-36 and 49-96 of N. & S. will express through uncut. 3. PATCH PANEL LOCATIONS There are four Fire Stations which will be equipped with 24 strand patch panels. At two locations the patch panels will be wall mounted, however, the other two will have 23" aluminum racks and the patch panels will be placed on those racks. A 24 strand fiber lateral cable will be terminated at each Fire Station which will provide a wide area loop among the stations and the City Hall 4 CONNECTORS AND PIGTAILS In order to obtain the lowest -loss connection between the two optical fiber, fusion splicing is requested. To terminate the fiber strands, the pigtail technique is requested. The pigtail technique will use factory - assembled optical fiber pigtail to terminate the fiber. Splice trays and enclosure shall be used to house the splice and connector. The pigtail length shall be of sufficient length allowing for the optical fiber routing through equipment rack. The connector utilized in this project shall be high -density SC modules. The associated losses for these connectors shall be under 0.5 dB. 5. APPROVED MANUFACT WRS Alcoa Fujikura, Ltd Siecor Preformed Line Products (PLP) Raychem Fitel Technologies Inc. Leviton Telecom Molex Superior Modular Products END OF SECTION ISSUED 06/19/2000 120-3 SPLICE AND PATCH PANELS SECTION 140 COORDINATION 1.01 COORDINATION A. CONTRACTOR shall coordinate scheduling of all work, submittals, and Work of the various sections of specification to assure efficient and orderly sequence of site preparation, manufacture, delivery and installation of equipment items. B. Notify CITY 48 hours in advance of manholes/vaults entries. The CITY will assign qualified personnel to monitor CONTRACTOR working in proximity of high voltage lines and equipment. C. The CITY will assist the CONTRACTOR in obtaining all required local permits. D. The CITY will provide constructed paths to Fire Stations and any other underground substructures which are part of this project. 1.02 ADDRESSES AND REPRESENTATIVES A. Address all correspondence, equipment shop drawings, fiber cable factory test reports, after delivery cable reel test reports, maintenance and installation manuals to the CITY as follows: Ali R. Nour City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 B. Inform the CITY of the address to which official correspondence should be sent and the address and telephone number of the CONTRACTOR's representative who will be Project Manager for the Contract and responsible and available outside of normal working hours for emergency repairs and the maintenance of safety devices. C. Identify all correspondence, drawings, data and materials, packing slips or other items associated with this Contract as Contract F02000; Construction of Utilities Communication System. END OF SECTION ISSUED 06/19/2000 1 140-1 COORDINATION ,i SPc-ice f c� C) i l CD V) i II> j i I -J I i S Puc �NGGaSve�� /S� `I / — L/8 (49-Cvo� 'P 9 6 P. FogFv ry,e g SECTION 150 JOB SITE ADMINISTRATION 1.0 UNLOADING EQUIPMENT AND MATERIALS FURNISHED BY OTHERS CONTRACTOR shall furnish supervision, labor, equipment, materials and all incidental items required to unload inventory, inspect for damage, move into and, from storage if necessary, and deliver to the point of construction, all items furnished by Others. Provide all lifting equipment, dunnage, supports, jacks and nylon slings necessary to accomplish work. Inventory and keep records of all material arriving on site. CONTRACTOR's failure to inform of missing components at time of delivery shall be construed as acceptance of the quantities and components delivered as shown on the shipping lists. Transport all items arriving prior to use in the Work, to the Storage area. Accept responsibility for items until used in Contract Work. 2.0 STORAGE AND PROTECTION Store products in accordance with manufacturer's instructions, with seals and labels intact and legible. Store sensitive products in weather -tight enclosures; maintain within temperature and humidity ranges required by manufacturer's instructions. CONTRACTOR shall be responsible for loss, damage, vandalism, theft, etc. of the products and plant until Acceptance by the CITY. 3.0 CLEANING The CONTRACTOR shall be responsible for maintaining a clean work site condition during construction. Prior to completion of demobilization, CONTRACTOR shall remove all construction materials, waste, demolition debris, excess material, temporary installations, etc. that have not been specifically turned over and accepted by CITY. 4.0 PRE -CONSTRUCTION CONFERENCE , Prior to beginning construction, the CONTRACTOR shall attend a meeting with the CITY and other parties who may be invited by the CITY. In this conference the CONTRACTOR shall: ISSUED 06/19/2000 150-1 JOB SITE ADMINISTRATION Submit proposed general sequence of operations to the CITY for approval. Advise CITY of all anticipated construction problems and difficulties with CITY's operations, and present plans to avoid unnecessary interferences therewith. Obtain CITY's interpretation and clarification of requirements of drawings and specifications. 2. Discuss with CITY any other items pertaining to the work, as desired. Submit his Construction Schedule as required in the General Conditions, 4. Discuss with CITY any other items pertaining to the work, as desired. Submit his Construction Schedule as required in the General Conditions. CITY will furnish to CONTRACTOR written minutes of the pre -construction conference, verifying interpretations, clarifications, instructions, agreements, and other information resulting from this conference. 5.0 RESTRICTIONS AND SPECIAL REQUIREMENTS In the event the CONTRACTOR proposes to temporarily close a road, the CONTRACTOR shall notify the Police and Fire Departments of the area involved and the CITY at least 48 hours in advance so that a detour route may be established. END OF SECTION ISSUED 06/19/2000 150-2 JOB SITE ADMINISTRATION SECTION 160 REGULATORY REQUIREMENTS 1.0 STANDARDS Conform all material, equipment and services furnished to the accepted standards and practices of the electric utility industry, and the codes and standards listed in Section 170, Reference Standards The regulation of clearances and other construction practices of utilities using wires in the State of California is lawfully governed by the Public Utilities Commission of the State of California's, according to a set of rules known as General Order No. 95 and General Order No. 128. In case of doubtful interpretation of matter contained in these practices and applicable to G.O. 95 and G. O. 128 the latter will at all times hold precedence. 2.0 LAWS, REGULATIONS, AND CODES Perform and construct work in accordance with all federal, state and local laws, regulations and codes, including those regulating the environment. 3.0 RESPONSIBILITY OF CONTRACTOR Construct Work in accordance with all federal, state and local laws, regulations and codes, including those regulating the environment. CONTRACTOR is responsible for, and shall obtain and pay for, all construction permits such as fire protection, local construction permit, environmental control permits and additional licenses and permit not indicated as being obtained by the CITY. Give all notices and comply with all laws, ordinances, building and construction codes, rules and regulations applicable to Work. If CONTRACTOR observes that specification or drawings are at variance therewith, give CITY prompt notice thereof, and any necessary changes shall be adjusted by appropriate modification. If CONTRACTOR performs any Work knowing or having reason to know that it is contrary to such laws, ordinances, rules and regulations, and without such notice to CITY, CONTRACTOR shall bear all costs arising therefrom. ISSUED 06/19/2000 160-1 REGULATORY REQUIREMENTS It shall NOT be CONTRACTOR's primary responsibility to make certain that specifications and drawings are in accordance with such laws, ordinances, rules and regulations. ISSUED 06/19/2000 160-2 REGULATORY REQUIREMENTS SECTION 110 REFERENCES STANDARDS 1.0 QUALITY ASSURANCE For all equipment, materials and labor; comply with latest revision of the standard, except when more rigid requirements .are specified or are required by applicable codes. Should specified reference standards conflict with Contract Documents, request clarification from before proceeding. The contractual relationship of the parties to the Contract, the duties and responsibilities of CITY and CONTRACTOR shall be governed by the General Conditions. 2.0 SCHEDULF, OF REFERENCE For following documents may be referenced in the Contract Documents: AA Aluminum Association AASHTO American Association of State Highway and Transportation Officials ACI American Concrete Institute ADOT California Department of Transportation Specifications for Bridges and Roads AEIC Associated Edison Illumination Companies AISC American Institute of Steel Construction ANSI American National Standards Institute ASCE American Society of Civil Engineers ASME American Society of Mechanical Engineers ASTM American Society for Testing and Materials AWPA American Wood Preservers Association AWS American Welding Society CRSI Concrete Reinforcing Steel Institute CSI Construction Specifications Institute EEI Edison Electric Institute EJCDC Engineers Joint Contract Documents Committee EPA Environmental Protection Agency ICEA Insulated Cable Engineers Association IEEE Institute of Electrical and Electronics Engineers NEC Nation Electrical Code NEMA National Electrical Manufacturers Association NESC National Electrical Safety Code NFPA National Fire Protection Association OSHA Occupational Safety and Health Administration ISSUED 06/19/2000 170-1 REFERENCES STANDARDS PCE Prestressed Concrete Institute PS Product Standard SSPC Steel Structures Painting Council TIA Telecommunication Industry Association UBC Uniform Building Code UL Underwriters Laboratories, Inc, WCLI$ West Coast Lumber Inspection Bureau WWPA Western Wood Products Association END OF SECTION ISSUED 06/19/2000 170-2, REFERENCES STANDARDS SECTION 180 SUBMITTALS 1.0 SUBMITTAL PROCEDURES A. Transmit each submittal with transmittal letter. B. Identify project, CONTRACTOR, Subcontractor or supplier; pertinent drawing sheet and detail number(s), as appropriate. C. Schedule submittals to expedite the project, and delivery transmittal letter to CITY at business address given in Section 140 Coordinate submission of related items. D. Identify variations from Contract Documents and product or system limitations which may be detrimental to successful performance of the completed Work. E. Revise and resubmit submittals as required, identify all changes made since previous submittals. 1.01 SUBMITTAL SCHEDULE A. Provide remainder of project submittals in accordance with the specifications and schedule of submittals as agreed to by CITY and CONTRACTOR. 1.02 CONSTRUCTION SCHEDULE AND PROGRESS A. Provide bi-weekly schedules outlining remaining work and completed work. END OF SECTION ISSUED 06/19/2000 180-1 SUBMITTALS IN WITNESS WHEREOF, CITY and CONTRACTOR have signed this Agreement in triplicate. One counterpart each has been delivered to CITY and CONTRACTOR. This Agreement will be effective on , ,006 (which is the Effective Date of the Agreement). CITY OF VERNON A California Municipal Corporation By: eonis C. Malburg Mayor Attest: Bruce V. Malkenhorst City Clerk Approved as to Legal Form By: Eduardo Olivo City Attorney Address for giving notices 4305 Santa Fe Avenue Vernon, CA 90058 CONTRACTOR By: Its: Exec. vice President [CORPORATE SEAL] Address for giving notices P.O. Box 3809 Rancho Cucamonga, 91729-3809 License No. 765716 Agent for service of progress: (If CONTRACTOR is corporation, attach evidence of authority to sign.) ISSUED 06/19/2000 . 70-6 AGREEMENT CITY COUNCIL LEONIS C. MALBURG Mayor, THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 581-7924 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 VCI Telecom, Inc. Attn: Brett A. Johnson P.O. Box 3809 Rancho Cucamonga, CA 91729 RE: Contract No..FO 2000 Dear Mr. Johnson: EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services & Water FAX: (323) 588-2761 August 30, 2000 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 583--1983 DAVE TELFORD Fire Chief FAX: (323) 581-1385 BRUCE W. OLSON Police Chief FAX: (323) 583-5236 Thank you for providing the City with the required Performance Bond for Contract NO. FO 2000. It has been approved by our Risk Manager; and therefore, enclosed herewith is a fully executed duplicate original agreement for your files. If you should have any questions, please refer them to Kenneth DeDario at extension 211. Very truly yours, Gloria J. rosco Chief Dep ty City Clerk. GJO/ng C: K. DeDario D. Fonseca J. Francone Agreement File