OPERABLE PARTITION WALLS PREVENTATIVE MAINTENANCE CONTRACT

Transcription

1 Project Manual BOSTON CONVENTION AND EXHIBITION CENTER Boston, Massachusetts OPERABLE PARTITION WALLS PREVENTATIVE MAINTENANCE CONTRACT April 20, 2016 Pre-Bid Conference: 11 A.M., April 27, 2016 Questions Due: 5 p.m., May 2, 2016 Bid Deadline: 12 Noon, May 11, 2016 Owner: MASSACHUSETTS CONVENTION CENTER AUTHORITY 415 Summer Street, Boston, Massachusetts T: (617)

2 1. Advertisement for Bids 2. Instructions to Bidders 3. Form For Bid 4. Bid Bond MASSACHUSETTS CONVENTION CENTER AUTHORITY Boston Convention and Exhibition Center Operable Partition Walls Preventative Maintenance Contract 5. Authority-Contractor Agreement TABLE OF CONTENTS 6. General Conditions of the Contract for Construction 7. Supplementary Conditions 8. Supplementary Provisions for participation by Minority-Owned and Woman-Owned Businesses 9. Performance Bond 10. Labor and Material Payment Bond 11. Classifications and Minimum Wage Rates 12. Statement of State Tax Compliance 13. Affidavit of Compliance and Vote of Corporation 14. Specifications MCCA c.149 TABLE OF CONTENTS

3 MASSACHUSETTS CONVENTION CENTER AUTHORITY ADVERTISEMENT FOR BIDS Boston Convention and Exhibition Center Operable Partition Walls Preventative Maintenance Contract The Massachusetts Convention Center Authority (the "Authority") will receive sealed bids for the Boston Convention and Exhibition Center Preventative Maintenance Contract at the offices of the Authority at 415 Summer Street, Boston, Massachusetts 02210, until 12:00 noon local time on May 11, 2016, immediately after which, in a designated room, the bids will be opened and read publicly. This contract includes providing all labor, materials and equipment necessary to perform preventative maintenance to Operable Partition Walls and all ancillary equipment at the Boston Convention and Exhibition Center. This maintenance contract shall be for one year term and may be renewed for two additional one-year terms at the election of the Authority. A pre-bid conference will be held at 11:00 a.m. on April 27, 2016 at the offices of the Authority at 415 Summer Street, Boston, Massachusetts. Bidders will have an opportunity to visit the site of the work after the pre-bid conference. Questions or requests for information, clarification or interpretation of the bidding documents must be submitted in writing in accordance with the Instructions to Bidders and must be received no later than 5 p.m., May 2, Contract documents for bidders will be available on or after April 20, 2016 via the Authority s website.massconvention.com/. The documents may be examined free of charge at the foregoing address, and each bidder may obtain one set of the documents at such address, together with any addenda or amendments which the Authority may issue. Each bid shall be submitted and will be considered in accordance with the Instructions to Bidders and other Contract Documents, and shall be accompanied by a bid deposit in the amount of 5% of the value of the bid. The Authority reserves the right to waive any informality in or to reject any or all bids if it be in the public interest to do so. The Authority reserves the right to cancel this procurement at any time without liability to any bidder or other party. The successful general bidder will be required to furnish a labor and materials or payment bond as set forth in the bid form. Attention is called to the minimum rates of wages to be paid on the work as determined under the provisions of Chapter 149, Massachusetts General Laws, Sections 26 to 27D, inclusive, as amended, and as set forth in the Contract Documents, which the contractor will be required to pay. Date: April 20, 2016 Massachusetts Convention Center Authority ADVERTISEMENT FOR BIDS

4 MASSACHUSETTS CONVENTION CENTER AUTHORITY INSTRUCTIONS TO BIDDERS TABLE OF CONTENTS SECTION 1 - INTRODUCTION; DEFINITIONS...1 SECTION 2 - AVAILABILITY OF CONTRACT DOCUMENTS...1 SECTION 3 - EXAMINATION OF SITE AND CONTRACT DOCUMENTS; PRE-BID CONFERENCE...3 SECTION 4 - ADDENDA AND INTERPRETATION OF CONTRACT DOCUMENTS...3 SECTION 5 - QUALIFICATION...3 SECTION 6 - WAGE RATES...3 SECTION 7 - SALES TAX...4 SECTION 8 - PREPARATION AND SUBMISSION OF BIDS...4 SECTION 9 - RECEIPT OF BIDS...5 SECTION 10 - BID DEPOSIT...5 SECTION 11 - REJECTION OF BIDS...6 SECTION 12 - AWARD OF CONTRACT...7 SECTION 13 - CERTIFICATES AND DOCUMENTS TO BE FURNISHED UPON EXECUTION OF CONTRACT... 8 SECTION14- EQUAL EMPLOYMENT OPPORTUNITY, ANTIDISCRIMINATION AND AFFIRMATIVE ACTION REQUIREMENTS 8 Page - i - INSTRUCTIONS TO BIDDERS

5 MASSACHUSETTS CONVENTION CENTER AUTHORITY INSTRUCTIONS TO BIDDERS SECTION 1 INTRODUCTION; DEFINITIONS 1.1 In accordance with an Advertisement for Bids, a copy of which is bound herewith, the Massachusetts Convention Center Authority (the "Authority") has invited bids for the contract identified in the Advertisement for Bids. 1.2 These Instructions to Bidders ("Instructions") are intended to assist in the preparation of their bids, to call attention to various legal requirements, and to set forth certain conditions upon which bids are submitted and received. 1.3 The following definitions shall apply in these Instructions and in the other Contract Documents: (1) The term "bidding documents", "bid documents" or "Contract Documents" shall include the Advertisement for Bids, these Instructions, the bid forms, contract forms and other Contract Documents bound herewith, the Drawings, the Specifications, and all Addenda issued prior to receipt of bids. (2) The terms "Addendum" and "Addenda" shall mean written documents and/or drawings issued by the Authority prior to execution of the contract which supplement, modify, correct, explain or interpret the bidding documents. (3) All definitions set forth in the Conditions of the Contract or the other Contract Documents as therein defined are applicable to these Instructions and to the other bidding documents. (4) As used in these Instructions, the term "Architect" shall mean the architect or engineer who prepared the Construction Documents, as identified in the Advertisement for Bids or, if no architect or engineer is so identified in the Advertisement for Bids, the term "Architect" shall mean the Authority. SECTION 2 - AVAILABILITY OF CONTRACT DOCUMENTS 2.1 Each person requesting Contract Documents including plans and specifications shall proceed as directed in the Advertisement for Bids. Bidders may obtain one set of the Contract Documents as provided in the Advertisement for Bids. 2.2 The Authority in making copies of the Contract Documents available does so only for the purpose of obtaining bids on the work of this contract, and does not expressly or impliedly confer a license or permission of any kind to any person for any other use thereof INSTRUCTIONS TO BIDDERS

6 2.3 All persons examining or obtaining bid documents shall provide to the Authority the full name and address of the person or entity on whose behalf the bid documents are being obtained, including identification of the legal form or structure (e.g., corporation, partnership, joint venture) of any such potential bidder that is not a natural person. The Authority shall prepare and update daily a list of persons who have requested a set of plans and specifications for the project, which list shall be sent each week to the Central Register published by the Massachusetts Secretary of State. SECTION 3 - EXAMINATION OF SITE AND CONTRACT DOCUMENTS; PRE-BID CONFERENCE 3.1 Before submitting a bid, each bidder must: (a) thoroughly examine the Contract Documents, (b) visit the site to fully examine and acquaint himself with local conditions that may in any manner affect cost, progress or performance of the Work, (c) familiarize himself with federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, progress or performance of the Work, and (d) study and carefully correlate his observations with the requirements of the Contract Documents. Failure of a bidder to visit the site and acquaint himself with the Contract Documents or to attend the pre-bid conference shall in no way relieve the bidder from any obligation with respect to his bid. 3.2 The lands upon which the work is to be performed, rights-of-way for access thereto and other areas designated for use by the contractor in performing the work are identified in the Contract Documents. 3.3 Copies of certain surveys and investigative testing and reports of subsurface or other physical conditions at the site, if any, which have been relied upon by the Architect in preparing the Contract Documents are contained or identified in the Contract Documents. Copies of any such information not contained in the Contract Documents, including the "Site Conditions Documents", if any, as defined in the form of Authority - Contractor Agreement, may be examined by appointment at the Authority's offices during regular business hours. Copies of such information and documents will be given to the successful general bidder. Such information, whether or not contained in the Contract Documents, is not guaranteed or warranted as to accuracy or completeness. 3.4 Before submitting a bid each bidder may, at his own expense, make such additional investigations and tests, with respect to subsurface or other existing conditions or otherwise, as the bidder may deem necessary to prepare his bid. On request, the Authority will provide bidders access to the site to conduct such investigations and tests, subject to such conditions and regulations as the Authority may specify. 3.5 Each bidder shall promptly notify the Architect of any ambiguity, incompleteness, inconsistency or error he may discover upon examination of the Contract Documents, the site or other local conditions. The submission of a bid will constitute a representation by the bidder that he has complied with every requirement of this Section 3 and that the Contract Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of the work of this contract INSTRUCTIONS TO BIDDERS

7 3.6 A pre-bid conference will be held if so specified in the Advertisement for Bids. Bidders will have an opportunity to visit the site of the work after the pre-bid conference. SECTION 4 - ADDENDA AND INTERPRETATION OF CONTRACT DOCUMENTS 4.1 Corrections, modifications, additions, deletions or changes to any of the bidding documents will be issued in the form of written Addenda before the date fixed for opening of bids. Each bidder shall be responsible for determining that it has received all Addenda issued. Failure to acknowledge all Addenda in the bid form shall be cause for rejection of any bid if, in the sole discretion of the Authority, such unacknowledged Addenda contain matters of substance. Only Addenda so issued shall become part of the Contract Documents. 4.2 The Authority will endeavor to or otherwise deliver notification of Addenda to all parties who, according to the Authority s records, have obtained or requested plans and specifications and have furnished the Authority with an address for such purposes. Notwithstanding the foregoing, it shall be the responsibility of such parties to determine whether Addenda have been issued and to obtain copies of such Addenda. 4.7 Any questions or requests for information, clarification or interpretation of the meaning of the bidding documents must be in writing and delivered to the Authority's Contract Administrator, and to be given consideration must be received no later than the date(s) specified therefor in the Advertisement for Bids. 4.8 If the Authority elects to respond to any such question or request, it shall do so in the form of one or more Addenda. In no event shall oral responses to questions or requests for information or other oral communications be deemed binding on the Authority or given any force or effect. SECTION 5 - QUALIFICATION 5.1 The Contractor must have successfully completed a minimum of three projects in similar size and scope. Include three references with your bid. 5.2 The contract shall not be awarded to any bidder whose submitted background information, when investigated and verified by the Authority, raises significant question as to its ability to successfully complete the project in question due to problems with its competence and responsibility. 5.3 Should the low bidder be determined not to be eligible, the Authority shall review the next lowest bidder's eligibility, in accordance with these Instructions and applicable law, until a bidder is determined to be eligible for contract award. SECTION 6 - WAGE RATES 6.1 Minimum rates of wages for work performed under this contract will be as predetermined by the Commissioner of Labor and Industries of the Commonwealth of Massachusetts in accordance with the provisions of Sections 26 to 27C, inclusive, of Chapter 149 of the Massachusetts General Laws. Bidders' attention is called to the serious penalties established under said Section 27C for INSTRUCTIONS TO BIDDERS

8 violation of provisions of these sections. The schedule of wage rate determinations applicable to this contract is included in the Contract Documents. If a contractor finds it necessary during the progress of the Work to secure a minimum wage rate for an additional classification not included in such schedule, he shall make a request for such additional classification to the Authority, which will obtain the classification and corresponding minimum wage rate from the Department of Labor and Industries and advise the contractor accordingly. Section 27 of said Chapter 149 also requires that any person engaged in the construction of public works shall cause a legible copy of said schedule of wage rates to be kept posted in a conspicuous place at the site of the work during the life of the contract. 6.2 Section 27B of said Chapter 149 provides record-keeping requirements for contractors and subcontractors with respect to employees, hours, wages and other matters. Such records shall be furnished to the Commissioner of Labor and Industries upon his request, signed by the employer or his authorized agent under the penalties of perjury. Such records shall be open to inspection by any authorized representative of the Department of Labor and Industries at any reasonable time and as often as may be necessary. The contractor and each subcontractor under this contract shall preserve its payroll records for a period of three years from the date of completion of the contract. Each such contractor and subcontractor shall furnish to the Commissioner of Labor and Industries within fifteen days after completion of its portion of the work a statement, executed by the contractor or subcontractor who supervises the payment of wages, in the form appearing in the Contract Documents with the schedule of wage rates. The above-mentioned copies of payroll records and statements of compliance shall be available for inspection by any interested party filing a written request to the Commissioner of Labor and Industries for such inspection. SECTION 7 - SALES TAX 7.1 Section 6(f) of Chapter 64H of the Massachusetts General Laws exempts from Massachusetts sales tax building materials and supplies to be used in the project, and bidders shall not include in their bids any amount therefor. The words "building materials and supplies" shall include all materials and supplies consumed, employed or expended in the construction, reconstruction, alteration, remodeling or repair of any building, structure, public highway, bridge, or other such public work, as well as such materials and supplies physically incorporated therein. Said words shall also include rental charges for construction vehicles, equipment and machinery rented specifically for use on the site of the project or while being used exclusively for the transportation of materials for the project. The number of the certificate granted by the Commissioner of Revenue for use in obtaining the exemption is: SECTION 8 - PREPARATION AND SUBMISSION OF BIDS 8.1 Each bid shall be submitted upon the bid forms furnished by the Authority, copies of which are bound with the bid documents. The bid forms may be submitted without the balance of the Contract Documents. All blank spaces shall be filled in, in ink or typewritten. The bid prices for each item on the bid forms shall be stated in both words and figures. Where itemized lump sum or unit prices are called for, all such prices shall be provided by the bidder. Where unit prices are required on the bid forms, in the event of a discrepancy between specified unit prices and totals INSTRUCTIONS TO BIDDERS

9 based on such unit prices, the unit prices specified shall govern. In the event of a discrepancy between prices written in words and prices written in figures, the written words shall govern. In the event of a discrepancy between the indicated sum of any column of figures and the correct sum thereof, the correct sum shall govern. The bid shall state the legal name of the bidder and shall be signed in ink by a person or persons legally authorized to bind the bidder to a contract. The name and title of the person or persons signing the bid shall be typed or printed below the signatures. 8.2 One copy of each bid shall be submitted to the Authority at the address stated in the Advertisement for Bids in a sealed opaque envelope bearing on the outside the name of the bidder, his address, and the title of the project for which the bid is submitted. The bid deposit (described below) shall be submitted in a separate envelope from the bid and attached to the envelope containing the bid. If forwarded by mail or overnight delivery service, the sealed bid marked as described above together with the bid deposit shall be enclosed in another envelope with the notation "BID ENCLOSED" on the face and addressed as indicated in the Advertisement for Bids. The Authority shall not be responsible if failure to do so results in the bid being lost or misdirected. SECTION 9 - RECEIPT OF BIDS 9.1 All bidders are cautioned to allow ample time for transmittal of bids. Bidders are solely responsible for delivery to and receipt by the Authority of bids. Bids received after the specified time will not be accepted or recognized. The time of receipt will determine the acceptability of mailed bids, regardless of postmark. 9.2 Any bid may be withdrawn by the bidder or his duly authorized representative by written notice received by the Authority at the address for receipt of bids specified in the Advertisement for Bids prior to the time scheduled for the opening of such bids or authorized postponement thereof. No bid may be withdrawn for thirty days, Saturdays, Sundays and legal holidays excluded, after the opening of general bids. No telephone or telegraphic bid, change in bid or withdrawal of bid will be received or recognized. A bid may be amended or modified only by withdrawing the bid and resubmitting another bid prior to the time for opening bids. 9.3 Bids will be opened and read publicly at the place and time stated in the Advertisement for Bids or the authorized postponement thereof. Bidders or their authorized representatives are invited to be present. SECTION 10 - BID DEPOSIT 10.1 Each bid must be accompanied by a bid deposit in the form of a bid bond, or cash, or a certified check on, or a treasurer's or cashier's check issued by a responsible bank or trust company, payable to the Massachusetts Convention Center Authority. A bid bond shall be (a) in form satisfactory to the Authority substantially conforming to the sample contained in the Contract Documents, (b) with a surety company licensed or authorized by the Commissioner of Insurance to do business in the Commonwealth of Massachusetts and satisfactory to the Authority, and (c) conditioned upon the faithful performance by the principal of the agreements contained in the bid. The bid deposit shall be in the amount of 5% of the value of the bid. The bid deposit shall be sealed in a separate envelope from the bid and then attached to the envelope containing the bid INSTRUCTIONS TO BIDDERS

10 10.2 All bid deposits of bidders, except those of the three lowest responsible and eligible general bidders, shall be returned within five days, Saturdays, Sundays and legal holidays excluded, after the opening of the bids. The bid deposits of the three lowest responsible and eligible bidders shall be returned upon the execution and delivery of the contract or, if no award is made, upon the expiration of the time prescribed in Section 44A of Chapter 149 of the Massachusetts General Laws for making an award; except that, if any general bidder to whom the contract is awarded fails to perform his agreement to execute the contract and furnish a performance bond and also a labor and materials payment bond as stated in his bid in accordance with Section 44E of said Chapter 149, the Authority may determine that such general bidder has abandoned the proposed contract, and thereupon the proposal made by such general bidder in his bid and the acceptance thereof by the Authority shall be null and void and the bid deposit of such general bidder shall become and be the property of the Authority as liquidated damages for such failure and to indemnify the Authority for any loss, cost or damage sustained by the Authority as a result of such failure of the general bidder to execute the contract and furnish the required bonds as aforesaid; provided that the amount of the bid deposit which becomes the property of the Authority shall not, in any event, exceed the difference between the bid price of such general bidder and the bid price of the next lowest responsible and eligible general bidder; and provided further that, in case of death, disability, bona fide clerical or mechanical error of a substantial nature, or other similar unforeseen circumstances affecting the general bidder, his bid deposit shall be returned to him In addition to the provisions for the return of bid deposits in the foregoing Paragraph 10.2, upon receipt of a bid bond in an amount not less than the amount of the required bid deposit, the Authority shall return any bid deposit of a bidder forthwith after public opening of bids. The bid bond shall be in an amount and in the form provided in Paragraph SECTION 11 - REJECTION OF BIDS 11.1 The Authority reserves the right to reject any or all bids if it be in the public interest to do so including but not limited to rejecting a bid if it determines that such bid does not represent the bid of a person competent to perform the work as specified or that less than three such bids were received and that the prices are not reasonable for acceptance without further competition Every bid which is not accompanied by the required bid deposit, or which otherwise does not conform to the statutory requirements, or which is on a form not completely filled in, or which is incomplete, conditional or obscure, or which contains any addition not called for, shall be considered invalid and the Authority shall reject any such bid In addition, the Authority may consider informal and may reject any bid which is not prepared and submitted in accordance with all requirements of the bid documents, or which contains erasures, alterations, additions, errors or irregularities of any kind; provided, however, that the Authority reserves the right to waive any and all informalities as to form. Matters as to substance shall not be waived Subject to the foregoing, if the bid forms, specifications, or any other bid documents require submission of special information or data to accompany bids and any bidder neglects to furnish such INSTRUCTIONS TO BIDDERS

11 information or data with his bid, the Authority may reject the bid of such bidder as incomplete; provided, however, that the Authority reserves the right to deem any such omission which is not an omission of substance as an informality for which such bid will not be rejected, and to subsequently receive such information or data prior to award of the contract Bidder's attention is drawn to Massachusetts General Laws, Chapter 266, Section 67A, which provides: Whoever, in any matter, relative to procurement of supplies, services or construction, as defined in section one of chapter twelve A, within the jurisdiction of any department, agency or public instrumentality of the commonwealth, or of any political subdivision thereof, intentionally: (1) makes a material statement that is false; (2) omits or conceals a material fact in a written statement; (3) submits or invites reliance on a material writing or recording that is false, forged, altered, or otherwise lacking in authenticity; (4) submits or invites reliance on a sample, specimen, map, photograph, boundary mark, or other object that is misleading in a material respect; or (5) uses any trick, scheme, or device that is misleading in a material respect; shall be punished by a fine of not more than ten thousand dollars or by imprisonment in the state prison for not more than five years, or in the house of correction for not more than two and one-half years, or both. SECTION 12 - AWARD OF CONTRACT 12.1 The contract, if awarded, will be awarded to the lowest responsible and responsive bidder complying with the conditions and requirements provided in these Instructions, the bid forms and the other bid documents. A "responsible" bidder is a bidder demonstrably possessing the skill, ability and integrity necessary to faithfully perform the work called for by the contract, based upon a determination of competent workmanship and financial soundness; a responsive bidder is a bidder who has submitted a bid which conforms in all respects to the invitation for bids, and who shall certify that he is able to furnish labor that can work in harmony with all other elements of labor employed or to be employed on the work Award of the contract will be made within thirty days, Saturdays, Sundays and legal holidays excluded, after the opening of the bids The successful bidder will be notified in writing, by mail or otherwise, that his bid has been accepted and that he has been awarded the contract. The successful bidder shall execute the contract and furnish the required bonds, at the offices of the Authority at 415 Summer Street, Boston, Massachusetts 02210, within five days, Saturdays, Sundays and legal holidays excluded, after presentation of the contract to him or notice to him that the contract is ready for execution The Authority shall not enter into a contract with, and shall not approve as a subcontractor furnishing labor and materials for a part of any work of this contract, a foreign corporation which has INSTRUCTIONS TO BIDDERS

12 not filed with the Authority a certificate of the Secretary of State of the Commonwealth of Massachusetts stating that such corporation has complied with Sections 3 and 5 of Chapter 181 of the Massachusetts General Laws and the date of such compliance. The Authority shall report to said Secretary of State and to the Department of Corporations and Taxation of the Commonwealth of Massachusetts any foreign corporation performing any work under this contract or any such subcontract, and any person, other than a corporation, performing work under this contract or any such subcontract, and residing or having a principal place of business outside the Commonwealth of Massachusetts If the bidder selected as the contractor fails to perform his agreement to execute the contract in accordance with the terms of his bid and furnish a performance bond and also a labor and materials payment bond as stated in his bid, the award will be made to the next lowest responsible and eligible bidder. The thirty-day time limit referred to in paragraph 12.2 above shall not be applicable to a second or subsequent award made after the expiration of the time limit with the consent of said next lowest responsible and responsive bidder, and made because the original award made within the time limit was invalid, or because the bidder failed to execute the contract or to provide a performance bond and a labor and materials payment bond. SECTION 13 - CERTIFICATES AND DOCUMENTS TO BE FURNISHED UPON EXECUTION OF CONTRACT 13.1 Pursuant to Section 39R of Chapter 30 of the Massachusetts General Laws, the selected contractor will be required to make and keep books, records and accounts pertaining to the contractor's financial affairs Pursuant to Section 49A of Chapter 62C of the Massachusetts General Laws the selected contractor must certify that it has complied with all laws of the Commonwealth of Massachusetts relating to taxes. A form of certificate for this purpose is included in the bid documents At the time of execution of the contract, the selected contractor must furnish to the Authority certificates evidencing required insurance coverage in accordance with the provisions of the insurance requirements contained in the Conditions of the Contract The affidavit of compliance with certain laws of the Commonwealth relating to corporations, and evidence of corporate authority with respect to execution of the contract documents on behalf of the selected contractor, on the form contained in the bid documents, must be furnished by the selected contractor to the Authority at the time of execution of the contract A labor and materials payment bond, in the amount of fifty percent of the contract sum, must be furnished by the selected contractor as stated in the bid form. Such bond must be on the form contained in the bid document and must be executed and delivered to the Authority at the time of execution of the contract. Each attorney-in-fact who executes such a bond on behalf of the surety must affix thereto a certified and current copy of his power of attorney INSTRUCTIONS TO BIDDERS

13 SECTION 14 - EQUAL EMPLOYMENT OPPORTUNITY, ANTIDISCRIMINATION AND AFFIRMATIVE ACTION REQUIREMENTS 14.1 This contract is subject to the Authority s Supplementary Provisions for Participation by Minority-Owned Businesses and Woman-Owned Business, as set forth in the Contract Documents, including workforce hours percentage requirements and Minority Business Enterprise (MBE) and Women Business Enterprise (WBE) contracting percentage requirements. As part of its bid submittal, each general bidder, including those bidders which are MBE or WBE firms, must complete paragraph F of the Form for General Bid, entitled Schedule for Participation by MBEs and WBEs The combined goals for minority business enterprise (MBE) and woman business enterprise (WBE) participation established for this Contract is 10.4% The apparent low bidder's compliance with the requirements of this Section is a prerequisite for receiving the Award of the Contract. 1. Waiver. The MBE and WBE participation goals for this Contract are as set forth above. The authority reserves the right to reduce or waive the MBE or WBE participation goals established for this contract but only upon written request made by a bidder within the time frame set forth in paragraph 14.4 below. Such written request must demonstrate to the satisfaction of the Authority that it is not feasible for a non-mbe or non-wbe bidder to meet the goals established for this Contract based upon any or all of the following: (i) actual M/WBE availability, (ii) the geographic location of the project to the extent related to M/WBE availability, (iii) the scope of the work, (iv) the percentage of work available for subcontracting to M/WBEs and/or (v) other relevant factors, including a documented inability by the prospective bidder to obtain commitments from M/WBE subcontractors sufficient to meet the M/WBE goals after having made a diligent, good faith effort to do so. All of the foregoing documentation shall accompany the bidder's request for a reduction or waiver of the M/WBE participation goals. Such documentation shall include, at a minimum, the following: (a) A list of all items of work under the Contract that the bidder made available for subcontracting to M/WBEs. The bidder shall identify all items of work, other than work to be performed by filed sub-bidders, that the bidder did not make so available and shall state the reasons for not making such work available for subcontracting to M/WBEs. The bidder shall also demonstrate that, where commercially reasonable, subcontracts were divided into scopes or tasks capable of being performed by M/WBEs. (b) Evidence that the bidder sent written notices soliciting bids or proposals to perform the items of work made available by the bidder for subcontracting to all M/WBEs qualified to perform such work. The bidder shall identify (i) each M/WBE solicited, and (ii) each M/WBE listed in the Commonwealth of Massachusetts Supplier Diversity Office (SDO) directory under the applicable trade category that was not solicited and reasons therefore. The bidder shall also state the date that notices were mailed and provide a copy of the written notice(s) sent INSTRUCTIONS TO BIDDERS

14 (c) Evidence that the bidder made reasonable efforts to follow up the written notices sent to M/WBEs with telephone calls or personal visits in order to determine with certainty whether the M/WBEs were interested in performing the work. Phone logs or other documentation must be submitted. (d) A statement of the response received from each M/WBE solicited, including the reason for rejecting any M/WBE who submitted a bid or proposal. (e) Evidence of reasonable efforts made, if any, to assist M/WBEs that needed assistance in obtaining bonding or insurance, or lines of credit with suppliers if the inability of M/WBEs to obtain bonding, insurance, or lines of credit is the reason given for the bidder's inability to meet the M/WBE goals. (f) The bidder may also submit any other information supporting its request for a waiver or reduction in the M/WBE participation goals, including without limitation evidence that the bidder placed advertisements in appropriate media and trade association publications announcing the Bidder's interest in obtaining bids or proposals from M/WBEs, and/or sent written notification to M/WBE economic development assistance agencies, trade groups and other organizations notifying them of the Contract and the work to be subcontracted by the Bidder to M/WBEs. The bidder shall also submit any other information reasonably requested by the Authority to show that the bidder has taken all actions that could reasonably be expected to achieve the M/WBE participation goals If filed sub-bids are solicited for this Contract, requests from prospective general bidders to reduce or waive the M/WBE participation goals for this Contract must be received by the Authority no later than five (5) working days after the list of filed sub-bidders is mailed by the Authority to persons who have taken out plans for the Contract. If there are no filed sub-bids solicited for this Contract, requests to reduce or waive the M/WBE participation goals for this Contract must be received by the Authority no later than ten (10) calendar days before the date set for the receipt of general bids or such later date as may be established by the Authority by written addendum. The authority will not consider any request to reduce or waive the M/WBE participation goals for this contract that is received after these deadlines. Any reduction or waiver of the M/WBE participation goals for this Contract will be made by written addendum mailed to all persons who have taken out plans for the project No later than five (5) working days after the opening of general bids, the apparent low bidder shall submit the following documents to the Authority: (a) a completed Schedule for Participation by M/WBE ("Schedule for Participation") in the form provided by the Authority showing M/WBE participation in amounts equal to or exceeding the M/WBE participation goals for this Contract, (b) a completed Letter of Intent in the form provided by the Authority for each M/WBE listed in the Schedule for Participation, and (c) a SDO most recent certification letter for each M/WBE listed in the Schedule of M/WBE Participation showing that the M/WBE is certified in the area of work for which it is listed on the Letter of Intent INSTRUCTIONS TO BIDDERS

15 Name of General Bidder: MASSACHUSETTS CONVENTION CENTER AUTHORITY FORM FOR GENERAL BID This bid must be accompanied by a bid deposit in the form of cash, or a bid bond, or a certified check, treasurer's check, or cashier's check, payable to the Massachusetts Convention Center Authority (hereinafter referred to as the "Authority", or the "awarding authority") in the amount of five percent (5%) of the Total Contract Price of the bid. No other form of bid security will be accepted. By submitting this bid the undersigned represents to the Authority that it has examined and understands the Advertisement for Bids, Instructions to Bidders, Contract Forms, Conditions of the Contract (General and Supplementary), Drawings, Specifications and all other Contract Documents and has examined the site, as defined therein, and that this bid is made with specific reference and relation to all said Contract Documents. By submitting this bid, the undersigned agrees that it shall be subject to the jurisdiction of the courts of the Commonwealth of Massachusetts with respect to any actions arising out of or related to this bid or any contract that may be entered into based upon this bid, and that any such actions commenced by the undersigned shall be commenced in the courts of the Commonwealth of Massachusetts. A bidder wishing to amend this bid after transmittal to the Authority may do so only by withdrawing this bid and resubmitting another bid prior to the time for opening bids. TO: MASSACHUSETTS CONVENTION CENTER AUTHORITY: A. The Undersigned proposes to furnish all labor and materials required for the Boston Convention and Exhibition Center Operable Partition Walls Preventative Maintenance at Boston, Massachusetts, in accordance with the advertised specifications for the contract price specified below, subject to additions and deductions according to the terms of the specifications. B. This bid includes addenda numbered. C. THE PROPOSED CONTRACT PRICE IS AS FOLLOWS: LABOR RATES: (i) PER MONTH: $ (ii) TOTAL CONTRACT PRICE: $ [Multiply Line (i) x 12] Hourly Rate for Emergency/Negligence Repairs and Replacements not covered by Preventative Maintenance as set forth in the specifications. The quantities stated below are estimates, and the undersigned understands and agrees that such quantities are not guaranteed and that payment will be made based on the actual work performed. Should the quantity of any item actually performed be increased or decreased from the Estimated Quantity for such item stated below on which the bidder s proposed Bid Price is based, by authorization of the Authority, the undersigned agrees that the Unit Price for such item stated below shall be the basis of payment to the Contractor or credit to the Authority for such increase or decrease in the work. The Unit Prices shall represent the exact net amount per unit to be paid the Contractor (in the case of increase) or to be credited or refunded to the Authority (in case of decrease). The Unit Prices shall include all labor, materials, equipment and transportation; no additional adjustment will be allowed for overhead, profit, insurance, or other direct or indirect expenses of the Contractor or any Subcontractors.: Item(s) Unit Price x Est. Qty. (iii) Hourly Rate x 50 = $ Premium Time (iv) Hourly Rate x 50 = $ Straight Time FORM FOR GENERAL BID

16 (v) TOTAL BID PRICE: [Add lines (ii), (iii), and (iv)] $ Restate the proposed TOTAL BID PRICE [from Line (v), above] in words: DOLLARS. D. The undersigned agrees that, if he is selected as general contractor, he will within five days, Saturdays, Sundays and legal holidays excluded, after presentation thereof by the awarding authority, execute a contract in accordance with the terms of this bid and furnish a labor and materials or payment bond, each of a surety company licensed or authorized by the Commissioner of Insurance to do business in the Commonwealth of Massachusetts and satisfactory to the awarding authority and each in the sum of the contract price, the premiums for which are to be paid by the general contractor and are included in the contract price. The undersigned hereby certifies that he is able to furnish labor that can work in harmony with all other elements of labor employed or to be employed on the work; that all employees to be employed at the worksite will have successfully completed a course in construction safety and health approved by the United States Occupational Safety and Health Administration that is at least 10 hours in duration at the time the employee begins work and who shall furnish documentation of successful completion of said course with the first certified payroll report for each employee; and that he will comply fully with all laws and regulations applicable to awards made subject to section 44A. The undersigned further certifies under the penalties of perjury that this bid is in all respects bona fide, fair and made without collusion or fraud with any other person. As used in this subsection the word person shall mean any natural person, joint venture, partnership, corporation or other business or legal entity. The undersigned further certifies under penalty of perjury that the said undersigned is not presently debarred from doing public construction work in the commonwealth under the provisions of section twenty-nine F of chapter twenty-nine, or any other applicable debarment provisions of any other chapter of the General Laws or any rule or regulation promulgated thereunder. Date (Print Name of General Bidder) (Signature in ink) B (Print Name of Person Signing Bid) Social Security Number or Federal Identification Number: (Print Title of Person Signing Bid) (Business Address) (City, State and Zip Code) Telephone: ( ) FORM FOR GENERAL BID

17 NOTE: If the bidder is a corporation, indicate state of incorporation; if a partnership, give full names and addresses of all partners; and if an individual, give residential address if different from business address. Use the following spaces: If a Corporation: Name of Corporation: Incorporated in what state: President: Treasurer: Secretary: If a foreign corporation (incorporated or organized under laws other than laws of the Commonwealth of Massachusetts), is the corporation registered with the Secretary of State of Massachusetts? Yes No. If the bidder is a foreign corporation and is selected for the work referred to above, it is required under M.G.L. c.30 '39L to furnish to the awarding authoriry a certificate of the Secretary of State stating that the corporation has complied with M.G.L. c.181 ''3, 5 and the date of such compliance. If a Partnership: (Name all Partners) Name of Partnership: Name of Partner: Residence: Name of Partner: Residence: Name of Partner: Residence: If an Individual: Name: Residence: If an Individual doing business under a firm name: Name of Firm: FORM FOR GENERAL BID

18 Name of Individual: Business Address: Residence: Other form of business organization: The bidder shall state below the name(s) and address(es) of the surety company or companies that will furnish all required bonds FORM FOR GENERAL BID

19 Project/Contract Name: MASSACHUSETTS CONVENTION CENTER AUTHORITY BID BOND KNOW ALL MEN BY THESE PRESENTS, that we, as Principal (the "Principal"), and a corporation licensed or authorized by the Commissioner of Insurance to do business in the Commonwealth of Massachusetts, as Surety (the "Surety"), are held and firmly bound unto the Massachusetts Convention Center Authority, 415 Summer Street, Boston, Massachusetts 02210, as Obligee (the "Obligee"), in the sum of Dollars ($ ), for the payment of which sum well and truly to be made, the said Principal and the said Surety hereby bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted to the Obligee a certain bid, attached hereto and made a part hereof, for the contract specified above (the "Contract"). NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a Contract with the Obligee in accordance with the terms of such bid, and give such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof, and in all respects faithfully perform its agreements as set forth in such bid or, in the event of the failure of the Principal to perform its agreement to execute such Contract and furnish such bond or bonds or to perform any other agreements or requirements, in such bid or required under such laws, if the Principal shall pay to the Obligee the difference, not to exceed the sum hereof, between the amount specified in said bid and such larger amount for which the Obligee may in good faith contract with another party to perform the work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect. The Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by any extension of the time permitted by law within which the Obligee may accept such bid; and said Surety hereby waives notice of any such extension. Signed and sealed this day of,. [Principal] By: (seal) (Title) [Surety] By: (seal) (Title) Surety Agent: Address: Telephone: MCCA c.149; BID BOND

20 AUTHORITY-CONTRACTOR AGREEMENT AGREEMENT, made as of the day of, 2016, by and between the Massachusetts Convention Center Authority, a body politic and corporate of the Commonwealth of Massachusetts (the "Authority"), with offices at 415 Summer Street, Boston, Massachusetts 02210, and (the "Contractor"), a [corporation/partnership] organized under the laws of, having a usual place of business at:. In consideration of the mutual agreements by the parties contained herein, the Authority and the Contractor agree as set forth below: ARTICLE 1 DEFINITIONS The Site: The Project: Contractor's Project Team (Section 3.2): The Boston Convention and Exhibition Center, 415 Summer Street, Boston, Massachusetts. The Project consists of complete inspection, testing, preventative maintenance to inspection, testing, preventative maintenance, incidental servicing, and all ancillary parts for the 36 HufCor Operable Partition Walls and all ancillary equipment installed at the Site, all as more fully set forth in the Specifications. Project Manager: Contract Sum (Article 5): Project Superintendent: ($ ) Dollars Contractor's Mark-up (Article 6): For work performed by the Contractor's own forces: fifteen percent (15%); for work performed by Subcontractors: seven percent (7%). Contract Term: June 1, 2016 through May 31, 2017 The Authority shall have the right, in its sole discretion, to renew this Agreement for not more than two additional, consecutive one-year periods, commencing upon the expiration of the original term hereof. Such right shall be exercised by the Authority's giving written notice to the Contractor at least thirty (30) days prior to the expiration of the original term hereof or of the then-current renewal term. MCCA c AUTHORITY-CONTRACTOR AGREEMENT

21 Application Date (Section 9.1): Contract Documents: Exhibits: The fifteenth day of each calendar month. The Contract Documents consist of this Agreement and the Exhibits attached hereto, the General Conditions of the Contract for Construction, and all other documents, plans, drawings and specifications set forth or referred to in Exhibit A attached hereto, and include all other documents which are defined in the General Conditions of the Contract for Construction (including all exhibits and appendices thereto) as being Contract Documents. The Contract Documents are all as fully a part of the Contract as if attached to this Agreement or repeated herein. Terms used herein which are defined in other Contract Documents are used in accordance with such definitions. The following is a list of the Exhibits to this Agreement, each of which is incorporated into this Agreement. A - List of Contract Documents B - List of Site Conditions Documents C - List of Project Permits D - Project Schedule ARTICLE 2 THE WORK 2.1 The Contractor shall perform the Work strictly in accordance with the Contract Documents. 2.2 The Contractor represents that it is experienced and skilled in work of the type, magnitude and complexity described in the Contract Documents, that it is familiar with the special problems and requirements of work of the type contemplated in the Contract Documents and in the location of the Site, and that it will inspect, test, service, maintain and repair the loading dock equipment, all as indicated by and reasonably inferable from the Contract Documents, so as to ensure (i) the reliability and proper operation of the individual items and of the system as a whole throughout the Contract Term without degradation, and the (ii) full compliance with the requirements of the Massachusetts State Building Code. 2.3 The Contractor hereby represents and warrants to the Authority that it is licensed to engage in the Work contemplated by this Agreement in the Commonwealth of Massachusetts, and is in compliance with all applicable governmental laws and regulations relating thereto. 2.4 If the Authority has delivered to the Contractor any reports, plans, studies, tests, information or other documentation relating to existing conditions, including utilities and MCCA c AUTHORITY-CONTRACTOR AGREEMENT

22 subsurface conditions, affecting or relating to the performance of the Work (the "Site Conditions Documents"), such reports, plans, studies, tests, information and documents are listed on Exhibit B attached hereto. The Contractor represents that he has received copies of and has thoroughly studied and is familiar with the Site Conditions Documents. The Contractor further represents that he has examined the Site and local conditions and carefully studied and compared the Contract Documents with each other and with conditions at the Site, and with the Site Conditions Documents. Information and data reflected in the Site Conditions Documents with respect to underground or above-ground conditions, structures or facilities at or contiguous to the Site is based upon information and data furnished to the Authority and the Architect by consultants, independent contractors and others, and neither the Architect nor the Authority assumes any responsibility for the accuracy or completeness thereof. Such information and data is furnished to the Contractor for informational purposes, but the Authority does not hold out such information or data to the Contractor as being complete nor as an accurate or approximate indication of surface, subsurface or other conditions. No claim for extra cost or any extension of time resulting from reliance by the Contractor on the Site Conditions Documents shall be allowed. 2.5 Without limiting the Contractor's obligations under the Contract Documents to comply with applicable laws, the Contractor agrees that, in performing the Work, he shall comply at all times and in all respects with all of the requirements of (i) governmental laws, ordinances, regulations, orders and directives affecting or regulating employment of persons in connection with the Work or otherwise applicable to the Work, and (ii) all agreements, permits, approvals, plans and other undertakings of the Authority with respect to the Project, as listed on Exhibit C attached hereto. The Contractor shall indemnify, defend with counsel acceptable to the Authority and hold the Authority harmless for all loss, liability and expenses of the Authority arising out of any violations by the Contractor or any Subcontractor of such laws, ordinances, regulations, orders, directives, agreements, permits, approvals, plans, undertakings and requirements. ARTICLE 3 THE CONTRACTOR'S DUTIES AND STATUS 3.1 The Contractor accepts the relationship of trust and confidence established between him and the Authority by this Agreement. He covenants with the Authority to furnish his best skill and judgment and to cooperate with the Architect and with any project manager or other consultants or project representatives engaged or employed by the Authority, so as to further the interests of the Authority. He agrees to furnish efficient business administration and superintendence and to furnish at all times an adequate supply of workers and materials, and to perform the Work in the best way and in the most expeditious and economical manner consistent with the interests of the Authority and to make every effort to achieve time savings and construction efficiencies with respect to the Work. The Contractor, in performing his services under this Agreement, is an independent contractor and is not an agent or employee of, or a joint venturer with, the Authority. 3.2 The Contractor's Project Team will consist of the positions and individuals listed in Article 1, and necessary assistants and other technical and administrative personnel. The Project Manager or Project Superintendent shall be present at the Site during all times when Work is in MCCA c AUTHORITY-CONTRACTOR AGREEMENT

23 progress. If required by the Contract Documents or by the nature of the Work, the Project Manager or another member of the Contractor's Project Team shall be a registered professional engineer under the laws of the Commonwealth of Massachusetts, experienced in projects similar in size, scope and complexity to the Project. No change will be made in the composition of the Project Team without the Authority's approval. The Authority may require replacement of any member of the Project Team upon notice to the Contractor with or without cause. 3.3 The Contractor shall submit to the Authority for the Authority's approval, prior to the commencement of the Work, a job organization chart and schedule of salary and wage rates for all of the Contractor's personnel to be employed on the Project. 3.4 If an independent architect, engineer or other person or entity has been designated by the Authority to perform construction administration services for the Project, such architect, engineer or other person or entity is identified as the Architect in Article 1. If no architect, engineer or other person or entity is so identified in Article 1, administration of the Contract will be performed by the Authority's representative(s), as further provided in the General Conditions of the Contract for Construction. ARTICLE 4 CONTRACT TERM AND SCHEDULE 4.1 The Contractor shall commence the Work promptly upon receipt of a full or partial Notice to Proceed. If the Notice to Proceed is a partial Notice to Proceed, it shall define the particular work to be commenced and the limitations upon the work to be done, and shall state the maximum amount which the Contractor shall be entitled to be paid for such work. The Authority shall not be obligated to pay for any work or to pay any amount in excess of the limitations stated in a partial Notice to Proceed. The period of time from the start date specified in the first Notice to Proceed to the conclusion of the period set forth in Article 1 above, together with any valid extensions thereof approved by the Architect and the Authority as provided in the Contract Documents, is herein referred to as the Contract Term. 4.2 The Contractor shall proceed to carry out the Work (including each repair or replacement as the need therefor arises) regularly, diligently and uninterruptedly (except as may be necessary, pursuant to Subparagraph of the General Conditions, to avoid interference with or interruption of events conducted in the Boston Convention and Exhibition Center) in accordance with the Project Schedule attached hereto as Exhibit D and all other Contract Documents and in accordance with the directions of the Authority so as to ensure (i) timely and prompt completion of each inspection, test, repair, replacement or other portion of the Work; and (ii) prompt restoration to service of the equipment. 4.3 It is understood and agreed that the time of commencement of the Work and the times of completion of each and every portion of the Work as provided herein and in the Specifications and the Project Schedule are essential conditions of this Agreement, and that time is of the essence of this Agreement and of each and every portion of the Contract Documents wherein a definite and certain or maximum length of time is fixed for the completion of any work or performance of any act whatsoever; and where in accordance with the Contract Documents an MCCA c AUTHORITY-CONTRACTOR AGREEMENT

24 extended or additional time is allowed for the completion of any work or the performance of any act, the new time fixed by such extension shall be of the essence of this Agreement. It is understood and agreed that the times for the completion of work specified in the Contract Documents are reasonable times for the same including consideration of the conditions and problems inherent in the performing the Work at the Site of the Project. ARTICLE 5 CONTRACT SUM 5.1 In full consideration of the complete performance of the Work and all other obligations of the Contractor hereunder, the Authority shall pay to the Contractor, subject to additions and deductions by Change Order as provided in the Contract Documents, the Contract Sum specified in Article Alternates that the Authority has accepted, if any, are included in the Contract Sum The Contract Sum shall be the sum of the amounts set forth in clauses (a) of this Paragraph 5.3, as computed on the following basis: (a) The First Year Price shall be the following amount, as set forth in line C(ii) of the Form for General Bid: $ 5.4 The Contract Sum shall be paid on the following schedule of payments: (a) Monthly payment for the First Year of the Contract Term [being 1/12 of the amount set forth in clause 5.3(a), above]: $ The foregoing schedule of payments shall constitute the Schedule of Values required by Paragraph 8.1 of the General Conditions, and the monthly payments set forth above shall constitute the amounts for which the Contractor may submit an Application for Payment as to all work performed, during the month preceding the Application for Payment, required pursuant to the Specifications to be performed for the Contract Sum. Pursuant to Article 8.4 of the General Conditions, the Authority shall make monthly payments to the Contractor, provided that the Authority shall not deduct from such payments, with respect to the monthly payments set forth above, the retention of five percent permitted by Section 39K(a)(3) of Chapter 30 of the General Laws. SCHEDULE OF UNIT PRICES LABOR RATES Hourly Rate for Emergency/Negligence Repairs and Replacements not covered by Preventative Maintenance as set forth in the specifications. The hourly rate specified shall include all charges for labor and no additional adjustment will be allowed for overhead, profit, insurance or other direct or indirect expense of the Contractors. MCCA c AUTHORITY-CONTRACTOR AGREEMENT

25 Item; Unit Unit Price Hourly wages $ ARTICLE 6 CHANGES IN THE WORK 6.1 The Authority may make Changes in the Work when the Authority deems it to be necessary or desirable, as further provided in Article 11 of the General Conditions, it being expressly understood that there shall be no Changes in the Work unless such Changes in the Work have been authorized in writing by the Authority and the Architect. The Contractor shall be reimbursed for Changes in the Work in accordance with the provisions of Article 11 of the General Conditions. The mark-up allowed to the Contractor for overhead and profit shall not exceed the Contractor's Mark-up specified in Article 1 of this Agreement. The Contractor shall perform any Changes in the Work notwithstanding any dispute as to the effect of such Change in the Work on the Contract Sum or the Contract Schedule or any times set forth in the Specifications. ARTICLE 7 SUBCONTRACTS AND OTHER AGREEMENTS 7.1 Subcontract agreements shall not be entered into without the previous written consent of the Authority pursuant to Article 11 and shall be subject to the provisions of Article 5 of the General Conditions. Subcontract agreements proposed pursuant to Section 15 of the Instruction to Bidders, and entered into in accordance with the Supplementary Provisions for Participation of Minority-owned and Woman-owned businesses shall be deemed to have received such consent. The Contractor shall be responsible to the Authority for the compliance by each Subcontractor with the requirements of all applicable provisions of the Contract Documents and of all applicable laws, rules, and regulations, to the same extent the Contractor would be responsible if the Work to be performed by such Subcontractor were being performed by the Contractor's own forces. ARTICLE 8 RECORDS 8.1 The Contractor shall check all materials, equipment and labor entering into the Work and shall keep such full and detailed accounts as may be necessary for proper accounting and financial management under this Agreement, and in accordance with the requirements of the General Conditions. The Authority shall, upon request, be furnished copies of, and at all times shall be afforded access to, all of the Contractor's records, books, correspondence, instructions, drawings, receipts, invoices, vouchers, memoranda and similar data relating to this Contract, and the Contractor shall preserve all such records for a period of six years, or for such longer period as may be required by law, after final payment. MCCA c AUTHORITY-CONTRACTOR AGREEMENT

26 8.2 Without limitation of the foregoing, the Authority shall have the right, at any time and from time to time, upon notice to the Contractor, to audit the Contractor's books and records in connection with the Work at the Contractor's offices. The Contractor shall facilitate any such audit by making necessary facilities available to the Authority and its representatives. 8.3 If any audit or inspection of the Contractor's books, records or other documents reveals an overcharge, the Contractor shall pay the Authority or, at the Authority's election, the Authority may reimburse itself by taking as a credit against future payments due the Contractor, an amount equal to the overcharge plus the administrative and auditing expenses incurred by the Authority in determining the existence and amount of the overcharge. 8.4 Further provisions concerning the Contractor's records and the rights of authorized public officials to audit such records are set forth in the General Conditions. ARTICLE 9 PAYMENTS TO CONTRACTOR 9.1 Payments to the Contractor shall be made as provided in Article 8 of the General Conditions and Article 5 of this Agreement. ARTICLE 10 NONDISCRIMINATION 10.1 In connection with the performance of work under this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, creed, national origin, ancestry, age, sex or handicap. The Contractor shall post in conspicuous places, available for employees and applicants for employment, notices which the Contractor shall obtain from the Massachusetts Commission Against Discrimination (the "Commission"), setting forth the provisions of the Fair Employment Practices Law of the Commonwealth In connection with the performance of work under this Agreement, the Contractor shall not discriminate in its relationships with Subcontractors or suppliers on the basis of race, color, religion, creed, national origin, ancestry, age, sex or handicap. In all the Contractor's solicitations for bids or proposals it shall notify in writing each potential Subcontractor or supplier of the Contractor's obligations under this Paragraph 10.2, and it shall be a term of each contract with a Subcontractor or supplier in connection with the performance of the Work under this Agreement that the Subcontractor or supplier shall be bound to non-discrimination and equal opportunity requirements equivalent to the obligations of Contractor hereunder The Contractor's non-compliance with any provision of this Article 10 shall constitute a material breach of this Agreement, for which the Authority may, in its discretion, upon failure to cure said breach within thirty (30) days after written notice thereof, terminate this Agreement upon ten (10) days written notice. MCCA c AUTHORITY-CONTRACTOR AGREEMENT

27 ARTICLE 11 MISCELLANEOUS 11.1 The Authority and the Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto and to the partners, successors, assigns and legal representatives of such other party in respect to all covenants, agreements and obligations contained in the Contract Documents. The Contractor shall not assign or transfer the Contract or sublet or subcontract it without the previous written consent of the Authority, which consent may be withheld by the Authority in its sole discretion. Subcontract agreements proposed pursuant to Section 15 of the Instruction to Bidders, and entered into in accordance with the Supplementary Provisions for Participation of Minority-owned and Woman-owned businesses shall be deemed to have received such consent. The Contractor shall not assign any moneys due or to become due to it hereunder, without such previous written consent of the Authority. Any assignment of the Contract by the Contractor shall be void, and the assignee in such case shall acquire no rights in the Contract or in such moneys Whenever written notice is required or permitted pursuant to the Contract Documents, the same shall be deemed to have been properly given if given in writing and delivered by hand in person or by registered or certified mail, return receipt requested, or express delivery service providing evidence of receipt, in the case of notices to the Authority, to the address set forth at the beginning of this Agreement, marked to the attention of the Authority's Executive Director; and, in the case of notices to the Architect, to the address set forth in Article 1 of this Agreement, marked to the attention of the Architect's Construction Administrator; and, in the case of notices to the Contractor, to the Contractor's Project Manager or Project Superintendent, addressed to such person at the Contractor's mailing address set forth at the beginning of this Agreement, the Contractor's principal office, or the Contractor's field office at the Site, if any. Any of the persons or addresses specified above for notice purposes may be changed by notice given in the manner provided herein from the party concerned to each of the other parties Recognizing that the Authority may find it necessary to establish during the progress of the Work the current status of performance under the Contract Documents, the Contractor shall promptly provide upon request statements, documents or certificates to the Authority or others regarding the status of the Work, compliance of the Work with the Contract Documents, compliance by the Contractor or any Subcontractor with the Contract Documents, the names of Subcontractors or suppliers, amounts due or to become due or amounts previously paid to Subcontractors or suppliers, estimates of the portion of the Work completed and the cost of completing the Work, and such other matters within the scope of the Contractor's performance under the Contract Documents as the Authority may require. Upon completion of the Work, the Contractor will provide a certificate to the Authority regarding completion of the Work in accordance with the Contract Documents, compliance by the Contractor with the Contract Documents, and such other matters within the scope of the Contractor's performance under the Contract Documents as the Authority may require The Contractor shall treat all information relating to the Project and all information supplied to the Contractor by the Authority or the Architect as confidential and proprietary information of the Authority and shall not permit its release to other parties or make any public MCCA c AUTHORITY-CONTRACTOR AGREEMENT

28 announcement or publicity releases without the Authority's prior express written authorization. The Contractor shall also require Subcontractors and suppliers to comply with this requirement The Authority may, at any time during the term of this Contract, designate a Project Manager or resident engineer. The Authority may also elect not to engage a Project Manager, or to terminate the services of its Project Manager at any time. Reference in the Contract Documents to the Authority's Project Manager shall mean the Project Manager, if any, engaged by the Authority as provided in this Paragraph The Authority may also designate from time to time one or more employees or independent contractors of the Authority as Owner's Representatives. The Contractor shall at all times cooperate with the Authority's Project Manager and other representatives. The Authority's Project Manager and the Authority's other representatives shall not have authority to act for or bind the Authority in any way, nor shall the Authority's Project Manager or the Authority's other representatives have authority to issue orders or instructions of any kind to the Contractor or Subcontractors. The only representatives of the Authority who shall have authority to issue orders or instructions on behalf of, or otherwise bind or act for, the Authority are the Executive Director, the Deputy Director of the Authority, and the Contracting Officer, if any, identified in the Specifications The Contract shall be governed by the laws of the Commonwealth of Massachusetts No member, officer, consultant, volunteer participant, employee, agent or representative of the Authority shall be personally liable to the Contractor under any term or provision of this Contract for the Authority's payment obligations or otherwise, or because of any breach hereof, the Contractor agreeing to look solely to the assets of the Authority for the satisfaction of any liability of the Authority hereunder. In no event shall the Authority be liable to the Contractor except for payment for labor and materials furnished pursuant to and in accordance with this Agreement, nor shall the Authority ever be liable to the Contractor for indirect or consequential damages The Contract may be terminated as provided in Article 15 of the General Conditions. IN WITNESS WHEREOF, the parties hereto have executed this agreement under seal in multiple counterparts as of the date and year first above written. [Contractor] Massachusetts Convention Center Authority By: By: Hereunto duly authorized Hereunto duly authorized Title: Title: Date: Date: MCCA c AUTHORITY-CONTRACTOR AGREEMENT

29 EXHIBIT A LIST OF CONTRACT DOCUMENTS 1. Advertisement for Bids 2. Instructions to Bidders 3. Contractor's executed Form for General Bid including all attachments 4. This Authority-Contractor Agreement including Exhibits A through D hereto 5. General Conditions of the Contract for Construction 6. Supplementary Conditions 7. Supplementary Provisions for Participation by Minority-Owned Businesses and Woman- Owned Businesses (omitted) 8. Specifications 9. Performance Bond 10. Labor and Material Payment Bond 11. Classifications and Minimum Wage Rates issued by the Massachusetts Department of Labor and Industries 12. Statement of State Tax Compliance 13. Affidavit of Compliance and Vote of Corporation MCCA c AUTHORITY-CONTRACTOR AGREEMENT

30 EXHIBIT A-1 LIST OF DRAWINGS Plans of the Boston Convention & Exhibition Center: Exhibit Level Ballroom Level Meeting Level 1 Meeting Level 2 MCCA c AUTHORITY-CONTRACTOR AGREEMENT

31 EXHIBIT B LIST OF SITE CONDITIONS DOCUMENTS [Omitted] MCCA c AUTHORITY-CONTRACTOR AGREEMENT

32 EXHIBIT C LIST OF PROJECT PERMITS [Omitted] MCCA c AUTHORITY-CONTRACTOR AGREEMENT

33 EXHIBIT D PROJECT SCHEDULE The Maintenance of the Operable Partitions shall be scheduled pursuant to the Specifications, which set forth the manner and time of conducting the Work. Pursuant to the Specifications and Subparagraph of the General Conditions, routine inspections, maintenance, repairs, and tests shall be scheduled and performed so as to cause no interference with or interruption of events conducted in the Convention Center. All of the Contractor's equipment and debris shall be removed from the site at the conclusion of each interval during which work is permitted. The Contractor's failure to do so will constitute a material breach of this Agreement. MCCA c AUTHORITY-CONTRACTOR AGREEMENT

34 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION TABLE OF CONTENTS ARTICLE 1 - DEFINITIONS; CONTRACT DOCUMENTS DEFINITIONS INTERPRETATION OF CONTRACT DOCUMENTS OWNERSHIP AND USE OF DOCUMENTS 5 ARTICLE 2 - ARCHITECT ARCHITECT'S ADMINISTRATION OF THE CONTRACT 5 ARTICLE 3 - CONTRACTOR'S RESPONSIBILITIES DUTY TO REVIEW CONTRACT DOCUMENTS AND SITE CONDITIONS SUPERVISION AND CONSTRUCTION PROCEDURES LABOR AND MATERIALS TAX EXEMPTION PERMITS AND FEES; COMPLIANCE WITH LAW UTILITIES DOCUMENTS AND SAMPLES AT THE SITE SHOP DRAWINGS, PRODUCT DATA AND SAMPLES SITE CUTTING AND PATCHING OF WORK WEATHER PROTECTION CLEANING UP, SALVAGE AND DISPOSAL COMMUNICATIONS ROYALTIES AND PATENTS CONTRACTOR'S FINANCIAL CONDITION OPERATING AND MAINTENANCE MANUAL; TRAINING INSPECTION AND TESTING 15 ARTICLE 4 - INDEMNIFICATION CONTRACTOR'S INDEMNITY 15 ARTICLE 5 - SUBCONTRACTORS SUBCONTRACTS SUBCONTRACT AGREEMENTS 16 ARTICLE 6 - OTHER WORK AUTHORITY'S RIGHT TO PERFORM WORK AND TO AWARD SEPARATE CONTRACTS MUTUAL RESPONSIBILITY 17 ARTICLE 7 - TIME DEFINITION PROGRESS AND COMPLETION DELAYS AND EXTENSIONS OF TIME SCHEDULING 19 ARTICLE 8 - PAYMENTS AND COMPLETION SCHEDULE OF VALUES APPLICATIONS FOR PAYMENT CERTIFICATES FOR PAYMENT PROGRESS PAYMENTS TO THE CONTRACTOR PAYMENTS TO SUBCONTRACTORS PAYMENT NOT ACCEPTANCE PAYMENTS WITHHELD FAILURE OF PAYMENT 25 MCCA c.149 Revised 9/22/15 -i- GENERAL CONDITIONS

35 8.9 SUBSTANTIAL COMPLETION FINAL COMPLETION AND FINAL PAYMENT STORAGE OF MATERIALS OFF-SITE INTERPRETATION 27 ARTICLE 9 - SAFETY AND PROTECTION SAFETY PRECAUTIONS AND PROGRAMS SAFETY OF PERSONS AND PROPERTY EMERGENCIES 29 ARTICLE 10 - BONDS AND INSURANCE PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND CONTRACTOR'S LIABILITY INSURANCE PROPERTY INSURANCE 31 ARTICLE 11 - CHANGES IN THE WORK CHANGE ORDERS CONSTRUCTION CHANGE AUTHORIZATIONS DIFFERING SUBSURFACE OR LATENT PHYSICAL CONDITIONS CLAIMS FOR ADDITIONAL COST OR DAMAGES PENALTIES FOR FALSE CLAIMS MINOR CHANGES IN THE WORK 35 ARTICLE 12 - CORRECTION OF WORK UNCOVERING OF WORK CORRECTION OF WORK ACCEPTANCE OF DEFECTIVE OR NONCONFORMING WORK 37 ARTICLE 13 - PARTIAL USE OR OCCUPANCY AUTHORITY'S RIGHT TO USE AND OCCUPY PARTIAL USE NOT ACCEPTANCE NO CLAIM FOR DELAY 38 ARTICLE 14 - AUTHORITY'S RIGHT TO STOP THE WORK AND TO CARRY OUT THE WORK AUTHORITY'S RIGHT TO STOP THE WORK AUTHORITY'S RIGHT TO CARRY OUT THE WORK 38 ARTICLE 15 - TERMINATION OF THE CONTRACT TERMINATION BY THE AUTHORITY 39 ARTICLE 16 - DISPUTE RESOLUTION CLAIMS AND DISPUTES 40 ARTICLE 17 - MISCELLANEOUS PROVISIONS CONTRACT DOCUMENTS RIGHTS AND REMEDIES DECISIONS AND INTERPRETATIONS ANTI-BOYCOTT COVENANT RIGHT OF AUDIT FINANCIAL RECORDS OF CONTRACTOR FALSE ENTRY 44 MCCA c.149 Revised 9/22/15 -ii- GENERAL CONDITIONS

36 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION 1.1 DEFINITIONS ARTICLE 1 - DEFINITIONS; CONTRACT DOCUMENTS Wherever used in the Contract Documents, the following terms shall have the meanings indicated, which shall be applicable to both the singular and plural thereof Application Date - The date mutually agreed upon between the Authority and the Contractor on which Applications for Payment shall be submitted to the Authority and the Architect as specified in the Authority-Contractor Agreement The term "approved" or "approval" means written approval Architect - If an architect, engineer or other person or entity is identified in the Authority- Contractor Agreement as providing construction administration services for the Project, the term "Architect" as used in the Contract Documents shall mean the architect, engineer or other person or entity so specified. If no architect, engineer or other person or entity is so specified, the term "Architect" as used in the Contract Documents shall mean the Authority, acting through its authorized representatives, or any other person or entity to whom any of the obligations of the Architect may be validly assigned or subcontracted or upon whom such obligations may devolve by operation of law Architect's Instructions - A written order, instruction or interpretation issued by the Architect to the Contractor which orders a minor change in the Work and which, in the opinion of the Architect, does not involve an adjustment in the Contract Sum or an extension of the Contract Time Authority, Awarding Authority and Owner - the Massachusetts Convention Center Authority. The Authority may act directly or through its authorized representatives Change Order - A written order prepared by the Architect and signed by the Authority, Contractor and Architect authorizing an addition to, deletion from or revision in the Work, or authorizing an adjustment in the Contract Sum or Contract Time. Change Orders shall be issued on AIA Document G701 or other form issued by or acceptable to the Authority and the Architect Construction (or "Construction of the Work" or "Construction of the Project") - The Work Construction Change Authorization - A written order issued by the Architect and signed by the Authority authorizing the Contractor to proceed with a change in the Work prior to incorporation thereof in the Contract by the issuance of a Change Order. Construction Change Authorizations shall be issued on AIA Document G713 or other form issued by or acceptable to the Authority. A Construction Change Authorization signed by the Contractor indicates the Contractor's agreement therewith Contract Documents - The Contract, including Authority-Contractor Agreement, these General Conditions of the Contract for Construction (hereafter referred to as "General Conditions"), Supplementary Conditions (if any), Notice to Proceed (if any), Drawings, Specifications, Change Orders and other written amendments to the Contract executed by the Authority and the Contractor, Construction Change Authorizations, and Architect's Instructions. The Contract Documents also include the bidding documents, including the Instructions to Bidders and the Contractor's Form for General Bid and all other documents defined or identified as Contract Documents in the Authority-Contractor Agreement Contract Sum - As defined in the Authority-Contractor Agreement Contract Time - Any time period or time limit set forth in the Authority-Contractor Agreement, as may be applicable to the Work or portion thereof. MCCA c.149 Revised 9/22/15-1- GENERAL CONDITIONS

37 Contractor - The person, corporation or other entity with whom the Authority has executed the Authority-Contractor Agreement. Wherever the word "Contractor" appears in the Specifications, it means the Contractor and Subcontractors who are obligated to perform the work of such section of the Specifications Drawings - The graphic and pictorial portions of the Contract Documents showing the design, location, scope and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams Final Completion - As defined in Subparagraph Notice to Proceed - A written communication issued by the Authority to the Contractor authorizing him to proceed with the Work and establishing the date of commencement of the Work Product Data - Illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate a material, product, assembly or system for some portion of the Work Project - The Work Project Schedule - The Schedule for performance and completion of the Project, if any, referred to or incorporated in the Authority-Contractor Agreement Proposal Request - A written request issued by the Architect to the Contractor requesting a proposal from the Contractor for changes in the Contract Sum and/or the Contract Time incidental to proposed modifications to the Contract Documents or the Work. Proposal Requests shall be on AIA Document G709 or other form issued by or acceptable to the Authority and the Architect Where the words "provide" or "provided" are used in the Contract Documents, such words shall be construed to mean "furnish(ed)" and "install(ed)" and/or "connect(ed)", unless specifically stated otherwise Samples - Physical examples which illustrate materials, products, equipment or workmanship and which, when approved in accordance with the Contract Documents, establish standards by which the Work will be judged Where the words "shown" or "shown on Drawings" are used in the Specifications, such words shall be construed to mean "noted", "indicated", "scheduled", "detailed", or any other diagrammatic or written reference made on any of the Contract Documents, including both Drawings and sections of the Specifications The word "site" shall mean the area or areas indicated within the contract limit lines on the Drawings or otherwise defined in the Contract Documents, together with such additional areas or locations adjacent thereto in which construction operations or work required under the Contract are being carried out in accordance herewith Shop Drawings - All drawings, prints, diagrams, illustrations, brochures, schedules and other data which are specially prepared for the Work by the Contractor, a Subcontractor, manufacturer, Supplier or distributor, which illustrate how specific portions of the Work shall be fabricated or installed Specifications - That portion of the Contract Documents consisting of written descriptions and requirements of a technical and/or procedural nature of materials, equipment, construction methods and systems, standards and workmanship Subcontractor - A person, firm or corporation having a contract with the Contractor or with any other Subcontractor, regardless of tier, for the performance of a part of the Work at the site, including filed sub-bid Subcontractors and all other Subcontractors Substantial Completion - As defined in Subparagraph MCCA c.149 Revised 9/22/15-2- GENERAL CONDITIONS

38 Supplier - Any person, corporation or other entity having a contract with the Contractor, any Subcontractor or other supplier regardless of tier, who supplies materials or equipment for the Work, including that fabricated to a special design, but who does not perform labor at the site Work - The construction including all labor and work necessary to produce the construction required by or reasonably inferable from the Contract Documents, and all repair and replacement materials and equipment and all materials and equipment incorporated or to be incorporated in such construction. The Work includes any changes in the Work necessary to perform and complete the Work as may be required to satisfy all applicable requirements of governmental authorities having jurisdiction over the performance of the Work. No adjustment shall be made to the Contract Sum if, as a knowledgeable and experienced contractor, the Contractor should have been aware of such requirements, or if satisfaction of such requirements is, under customary industry standards and practice, the responsibility of the Contractor. If any such requirements are imposed subsequent to the date of execution of the Contract Documents, which require the Contractor to incur additional costs in the completion of the Work, such increased costs will be considered a change in the Work Unless the Contract Documents specifically provide otherwise or the context clearly requires a different meaning, the terms "directed", "required", "permitted", "ordered", "designated", "prescribed", and words of like import shall mean the direction, requirements, permission, designation or order of the Architect, subject in each case to the final determination of the Authority; and "approved", "acceptable", "satisfactory" and words of like import shall mean approved by, or acceptable or satisfactory to the Architect, subject in each case to the final determination of the Authority; and "necessary", "reasonable", "proper", "correct", and words of like import shall mean necessary, reasonable, proper or correct in the judgment of the Architect, subject in each case to the final determination of the Authority The term "day" as used in the Contract Documents shall mean calendar day. The terms "working day" and "business day" shall mean any calendar day except Saturdays, Sundays, and legal holidays at the place of the Project. 1.2 INTERPRETATION OF CONTRACT DOCUMENTS This Contract is subject to applicable laws, regulations, codes, ordinances, rules and orders of the United States of America, the Commonwealth of Massachusetts, and other governmental or public agencies and authorities, and all amendments thereto, and to any agreements between the Authority and any such governmental or public agencies and authorities, and to any other agreements and amendments thereto and other matters, if any, referred to or incorporated in the Contract Documents, and where any requirements contained herein do not conform to or are inconsistent with such laws, regulations, codes, rules, orders or agreements to which the Contract is subject or by which it is governed, such laws, regulations, codes, rules, orders or agreements shall have precedence over any matters set forth herein. Statutes, regulations and portions and summaries thereof which are set forth or referred to in the Contract Documents shall be construed to include all amendments thereto effective as of the date of issuance of the Advertisement for Bids for the Contract. The Authority makes no representation as to and assumes no responsibility for the correctness or completeness of such statutory matters referred to or set forth in the Contract Documents The Contractor represents that he has examined and understands all of the Contract Documents and has visited the site, examined and familiarized himself with the local conditions under which the Work is to be performed, including any work in progress under previously awarded contracts, verified to his satisfaction the nature and quantity of the work involved, and correlated his observations with the requirements of the Contract Documents, and the Contractor acknowledges his satisfaction with the same The intent of the Contract Documents is to describe a functionally complete facility or result, and it is intended that the Contractor shall furnish all labor, materials, tools, equipment and other items necessary for the proper execution and completion of the Work in accordance therewith, including all work incidental to or reasonably inferable from the Contract Documents as being necessary to produce the intended results, unless it is specifically indicated in the Contract Documents that such work is to be performed by others, and to complete the Project in a satisfactory manner, ready for use, occupancy or operation by the Authority. The Contractor recognizes, and agrees to perform the work consistently with, MCCA c.149 Revised 9/22/15-3- GENERAL CONDITIONS

39 the extra degree of care and skill required under urban site construction circumstances with respect to safety, protection of pedestrians, cleanliness of the site, health and the protection of existing utilities, adjacent streets and property. In agreeing to the Contract Time and the Contract Sum, the Contractor has considered and included those circumstances In case of discrepancies or conflicts among the Contract Documents or within any of the Contract Documents, the Contract Documents shall be interpreted on the basis of the following priorities:.1 Written amendments to the Authority-Contractor Agreement signed by both parties - those of a later date shall take precedence over those of an earlier date..2 Change Orders - those of a later date shall take precedence over those of an earlier date..3 Construction Change Authorizations - those of a later date shall take precedence over those of an earlier date..4 Architect's Instructions.5 Addenda.6 The Authority-Contractor Agreement.7 Supplementary Conditions (if any).8 General Conditions.9 Drawings and Specifications.10 Contractor's Form for General Bid.11 Instructions to Bidders Among Drawings, large scale details shall control over small scale details, and figured dimensions shall control over Drawings not dimensioned. In the event of a conflict, inconsistency or discrepancy within or among the Specifications or Drawings as to the quantity or quality of work or materials or quality of construction methods, the higher quality or greater quantity shall be furnished or performed unless otherwise specifically directed in writing by the Architect In the event of any duplication, conflict, inconsistency or discrepancy among or within the Drawings and the Specifications (or among or within other portions of the Contract Documents so far as the same pertain to the Drawings or the Specifications) the matter shall promptly be brought to the attention of the Architect for instructions. If, having identified any duplication, conflict, inconsistency or discrepancy, the Contractor proceeds with the Work without instructions from the Architect, the Contractor does so at its own risk and shall be responsible for performing corrective Work at its own cost All indications or notations which apply to one of a number of similar situations, materials or processes shall be deemed to apply to all such situations, materials or processes wherever they appear in the Work, except where a contrary result is clearly indicated by the Contract Documents. A typical or representative detail indicated on the Drawings shall constitute the standard for workmanship and material throughout the corresponding parts of the Work. Where necessary and where reasonably inferable from the Contract Documents, the Contractor shall adapt such representative detail for application to such corresponding parts of the Work. The details of such adaptation shall be subject to prior approval by the Architect. Repetitive features shown in outline on the Drawings shall be in exact accordance with corresponding features completely shown Where laws, regulations, codes, standards, requirements or publications of public or private bodies are referred to in the Contract Documents, references shall be understood to be to the latest revision in effect on the date of execution of the Contract Documents, except where otherwise indicated. The Contractor warrants that all Work performed hereunder shall meet the requirements of all such laws, MCCA c.149 Revised 9/22/15-4- GENERAL CONDITIONS

40 regulations, codes, standards, requirements and publications which are applicable to construction of the Project. Words and abbreviations which have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings The Contractor shall refer to all of the Drawings, and to all of the Sections of the Specifications, and shall perform all work reasonably inferable therefrom as being necessary to produce the indicated results. Neither the Authority nor the Architect assumes any liability arising out of jurisdictional issues raised or claims advanced by trade organizations or other interested parties based on the arrangement or manner of subdivision of the content of the Specifications and Drawings. In the event of any claim arising out of any duplication, conflict, inconsistency or discrepancy within the Specifications or on the Drawings as to the allocation of the Work among the Subcontractors and the Contractor's own forces, the Contractor shall be solely responsible for resolving the claim and shall be responsible for ensuring that all of the Work is completed, regardless of where it appears in the Specifications or on the Drawings If any term or provision of any of the Contract Documents, or the application thereof to any party or circumstance shall, to any extent, be determined to be invalid or unenforceable, the remaining provisions of the Contract Documents, or the application of such term or provision to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of each of the Contract Documents shall be valid and shall be enforced to the fullest extent permitted by law. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and the Contractor (2) between the Authority and any Subcontractor or (3) between any persons or entities other than the Authority and Contractor. The Contractor understands and agrees that the Architect's obligations are to the Authority and, by performing those obligations properly, the Architect may increase the burdens and expenses of the Contractor, its Subcontractors, or sureties or any of them. 1.3 OWNERSHIP AND USE OF DOCUMENTS All Drawings, Specifications and other related materials and copies thereof furnished to the Contractor are the property of the Authority. With the exception of one contract set for the Contractor, all such documents are to be returned (or suitably accounted for) to the Authority on request at the completion of the Work, as a condition precedent to final payment. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Authority's copyright or other reserved rights. ARTICLE 2 - ARCHITECT 2.1 ARCHITECT'S ADMINISTRATION OF THE CONTRACT The Architect will provide administration of the Contract as provided in the Contract Documents. The Architect may act directly or through its properly authorized agents, such agents acting within the scope of the particular duties entrusted to them. If no architect, engineer or other person or entity has been designated by the Authority to provide construction administration services, the Authority's Project Manager or other authorized representative(s) of the Authority shall administer the Contract. In such event such Authority's representative(s) shall not be obligated to perform or undertake any responsibilities or duties of the Architect under the Contract Documents to the extent such responsibilities or duties require professional expertise or qualifications, and in any event neither the Authority nor any such representative(s) of the Authority shall be liable to the Contractor or any other party on account of any act, error or omission of such representative(s) of the Authority in connection with the administration of the Contract, subject to the provisions of Subparagraph and Subparagraph The Architect will be a representative of the Authority during construction and until final payment is due. The Architect will advise and consult with the Authority as to the performance and progress of construction. The Authority may communicate with the Contractor through the Architect or directly. Copies of any direct communications from the Authority to the Contractor shall be given concurrently to the Architect. The Architect will have authority to act on behalf of the Authority only to the extent provided in the Contract Documents. MCCA c.149 Revised 9/22/15-5- GENERAL CONDITIONS

41 2.1.3 The Architect will not have control or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, and he will not be responsible for the acts or omissions of the Contractor, Subcontractors or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents The Architect and his representatives and consultants, the Authority's project manager or clerkof-the-works (if any) and the Authority and its agents, employees, representatives and consultants shall at all times have access to the Work wherever it is in preparation and progress. The Contractor shall provide safe and proper facilities for such access and for observation and inspection of the Work Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect will determine the amounts owing to the Contractor and will either issue Certificates for Payment in such amounts as the Architect determines properly due or take such other action as is provided in Subparagraph The Architect will interpret the requirements of the Contract Documents and will evaluate the performance thereunder by the Contractor. The Architect will render, in writing, Architect's Instructions and other interpretations, decisions and approvals necessary for the proper execution or progress of the Work, with reasonable promptness and in accordance with the provisions of Paragraph Either party to the Contract may request such interpretations from the Architect by giving written notice of such request to the Architect with a copy thereof given to the other party, or the Architect may initiate such Architect's Instructions or other interpretations. The Architect will, as it judges necessary or desirable, issue as a part of such Architect's Instructions additional drawings or instructions indicating in greater detail the construction or design of the various parts of the Work, and provided such Architect's Instructions are reasonably consistent with the previously existing Contract Documents, the Work shall be executed in accordance with such Architect's Instructions without increase in the Contract Sum or extension of the Contract Time Interpretations and decisions of the Architect shall be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in written or graphic form Prior to final payment, all claims, disputes and other matters in question between the Contractor and the Authority relating to the execution or progress of the Work or the interpretation of the Contract Documents, which cannot be resolved by agreement between them, shall be referred initially to the Architect in accordance with the provisions of Article All materials and all portions of the Work shall be subject to observation and inspection by the Architect. The Architect will have authority to reject Work which does not conform to the Contract Documents. The Architect shall be furnished with such information and assistance (including, without limitation, labor, tools, equipment and transportation) by and at the expense of the Contractor as is required to perform its construction administration obligations. Whenever the Architect considers it necessary or advisable for the implementation of the intent of the Contract Documents, he will have authority to require special inspection or testing of portions of the Work in accordance with Paragraph 3.17 whether or not such work be then fabricated, installed or completed. However, neither the Architect's authority to act under this Subparagraph 2.1.9, nor any decision made by him in good faith either to exercise or not to exercise such authority, shall give rise to any duty or responsibility of the Architect to the Contractor, any Subcontractor, any of their agents or employees, or any other person performing any of the Work The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of determining conformance with the design concept and intent of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness, while allowing sufficient time in the Architect's professional judgment to permit adequate review, and subject to the provisions of Paragraph The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. MCCA c.149 Revised 9/22/15-6- GENERAL CONDITIONS

42 The Architect will prepare Change Orders and Construction Change Authorizations in accordance with Article 11, and will have authority to issue Architect's Instructions for minor changes in the Work as provided in Subparagraph The Architect will conduct inspections to determine the dates of Substantial Completion and Final Completion, will receive and forward to the Authority for the Authority's review written guarantees, warranties and related documents required by the Contract Documents and assembled by the Contractor, will issue a final Certificate for Payment upon compliance with the requirements of Paragraph 8.10, and will prepare and issue certificates with respect to punch lists of unsatisfactory or incomplete items. ARTICLE 3 - CONTRACTOR'S RESPONSIBILITIES 3.1 DUTY TO REVIEW CONTRACT DOCUMENTS AND SITE CONDITIONS Before starting the Work, and at frequent intervals during the progress thereof, the Contractor shall carefully examine the site and carefully study and compare the Contract Documents with each other and with conditions at the site, including work completed or in progress under other contracts, and with such information, documents, plans and criteria as may be available in connection with the Project and shall at once report to the Architect and the Authority all errors, inconsistencies, discrepancies and omissions he discovers. Any necessary change shall be ordered as provided in Article 11, subject to the requirements of Paragraph 1.2 and other provisions of the Contract Documents. If the Contractor proceeds with the Work without such notice to the Architect and the Authority, having discovered such errors, inconsistencies or omissions, or if by reasonable study of the Contract Documents and other conditions he could have discovered the same, the Contractor shall perform all necessary corrective work and bear all costs arising therefrom and shall have no claim for increases in the Contract Sum or extensions of the Contract Time for extra work made necessary thereby. 3.2 SUPERVISION AND CONSTRUCTION PROCEDURES The Contractor shall supervise and direct the Work competently and efficiently, using his best skill and attention. He shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents The Contractor shall employ qualified and competent supervisory personnel, who shall have full authority to act on behalf of the Contractor, and who shall be in attendance at the site at all times during the progress of the Work. The Contractor shall coordinate and supervise the work of all Subcontractors to the end that the Work is carried out without conflict between trades and so that no trade, at any time, causes delay to the general progress of the Work. The Contractor's superintendent and authorized representatives of any Subcontractors as requested by the Architect or the Authority, shall attend construction coordination meetings and all other Project meetings called by the Authority or the Architect The Contractor shall be responsible for the acts and omissions of his employees, Subcontractors, and their agents and employees, and all other persons or entities performing or supplying any of the Work The Contractor shall be solely responsible for properly laying out the Work, and for all lines, grades, elevations and measurements for all of the Work. He shall verify the figures shown on the Drawings before laying out the Work and will be responsible for any errors or inaccuracies resulting from his failure to do so Where the Contract Documents refer to particular construction means, methods, techniques, sequences or procedures or indicate or imply that such are to be used in the Work, such mention is intended only to indicate that the operations of the Contractor shall be such as to produce at least the quality of work implied by the operations described, but the actual determination of whether or not the described operations may be safely and suitably employed on the Work shall be the responsibility of the Contractor, who shall notify the Architect in writing of the actual means, methods, techniques, sequences or procedures which will be employed on the Work, if these differ from those mentioned in the Contract Documents. All loss, damage or liability, or cost of correcting defective work arising from the employment MCCA c.149 Revised 9/22/15-7- GENERAL CONDITIONS

43 of any construction means, methods, techniques, sequences or procedures shall be borne by the Contractor, notwithstanding that such construction means, methods, techniques, sequences or procedures are referred to, indicated or implied by the Contract Documents, unless the Contractor has given timely notice to the Architect in writing that such means, methods, techniques, sequences or procedures are not safe or suitable, and the Contractor has then been instructed in writing to proceed at the Authority's risk If work is suspended for any reason at any time on any portion of the Work, prior notice shall be given to the Architect of such suspension and of the resumption of such Work If the Contractor observes or determines that any work previously performed under the Contract or any work performed by the Authority or by a separate contractor is not in accordance with the Contract Documents or is otherwise unsatisfactory, the Contractor shall promptly notify the Authority and the Architect in writing in full detail. 3.3 LABOR AND MATERIALS The Contractor shall provide competent, suitably qualified personnel to perform all construction activities as required by the Contract Documents. Unless otherwise specified in the Contract Documents, the Contractor shall furnish at his expense and assume full responsibility for all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities and all other utilities, services, facilities and incidentals necessary for the proper furnishing, performance, testing and completion of the Work All materials and equipment shall be of first quality and new and of recent manufacture, except as otherwise expressly provided in the Contract Documents. If required by the Architect, the Contractor shall furnish written information or other satisfactory evidence (including reports of required tests) as to the kind and quality of materials and equipment, and stating the original sources of supply of materials and products manufactured or produced at locations other than the site of the Work. In order to permit time for required inspections, testing and approvals, such information shall be furnished at least thirty days (or as otherwise directed by the Architect) in advance of the incorporation of any such materials or products in the Work. The Contractor shall make no claim for delay or extension of the Contract Time arising directly or indirectly out of his failure to select materials or products early enough to permit a reasonable time for completion of inspections, testing or approvals, or because of the Contractor's purchase of materials or products in advance of approval Substitutions of products shall be subject to the requirements of Massachusetts General Laws Chapter 30, '39M to the extent applicable. Reference in the Specifications or Drawings to any product, material, equipment, method or process by proprietary name, manufacturer, vendor, supplier, make or catalogue number shall be interpreted as establishing a standard of quality. The Contractor may propose deviations or substitutions, provided that the proposed deviation or substitute item is equal to that named or described in the Specifications; and an item shall be considered equal to the item so named or described if (1) it is at least equal or better in quality, durability, appearance, strength and design, (2) it will perform at least equally the functions imposed by the general design for the Work, and (3) it conforms substantially, even with deviations, to the detailed requirements for the item in the Specifications. The Architect shall be the sole judge of whether any proposed substitute product, material, equipment, process or method is equal to or better than that specified according to this standard, and his decision shall be final and binding on the Contractor and any Subcontractor The Architect will consider formal requests for the substitution of products in place of those specified only under the conditions set forth in the Specifications and these General Conditions. By making requests for substitutions, the Contractor: (a) represents that he has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified, and expressly warrants that such proposed substitute product will perform adequately the functions and achieve the results called for by the general design, and meets the standards set forth above; (b) represents that he will provide the same warranties and guarantees for the substitute product that he would for that specified; MCCA c.149 Revised 9/22/15-8- GENERAL CONDITIONS

44 (c) certifies that the cost data presented is complete and includes all related costs under this Contract but excluding costs under other contracts (but separately identifying such costs, if any, of other contracts), and excluding the Architect's redesign costs, if any, and waives all claims for additional costs related to the substitution which subsequently become apparent; and (d) will coordinate the installation of the accepted substitute, making such changes as may be required for the Work to be complete in all respects. Any additional cost, or any loss or damage arising from the substitution of any material or any method for those originally specified shall be borne by the Contractor, including, without limitation, the costs of modifying documents and additional fees of the Architect, the Authority's consultants or engineers, notwithstanding approval or acceptance of such substitution by the Authority or the Architect, unless such substitution was made at the written request or direction of the Authority or the Architect The Contractor shall at all times enforce strict discipline and good order among his employees and the employees of his Subcontractors and shall not employ or permit to be employed on the Work any person who is not properly skilled in the work to be performed by him or who is otherwise unfit. Whenever the Architect or the Authority shall notify the Contractor in writing that any person employed on the Work is, in the Architect's or Authority's opinion, incompetent, disorderly or otherwise unsatisfactory, such person shall be discharged and shall not again be employed on the Work except with the consent of the Architect and the Authority The Contractor shall furnish labor that can and will work in harmony with all other elements of labor employed or to be employed on the Project The Contractor will not be entitled to additional compensation for Work performed outside of regular working hours, except as otherwise expressly authorized in writing by the Authority prior to the performance of such overtime or premium shift work. Additional compensation for such authorized overtime or premium shift work shall be limited to the direct cost of the premium portion of such authorized overtime The layout of mechanical and electrical systems, equipment, fixtures, piping, duct work, conduit, specialty items, and accessories indicated on the Drawings is diagrammatic, and all variations in alignment, elevations, and detail required to avoid interferences and satisfy architectural, engineering and structural limitations are not necessarily shown. Actual layout of such Work shall be carried out without affecting the architectural, engineering and structural integrity and limitations of the Work and shall be performed in such sequence and manner as to avoid conflicts, provide clear access to all control points, including valves, strainers, control devices, and specialty items of every nature related to such systems and equipment, obtain maximum headroom, provide adequate clearances as required for operation and maintenance, and provide an orderly appearance where exposed. Exact locations of fixtures and outlets shall be obtained from the Architect as provided in the Contract Documents before the Work is roughed in. Work incorrectly installed without such information from the Architect, or which prevents installation of other items of Work in accordance with the contract design, shall be relocated at the Contractor's expense Tools, ladders, mops, brooms, carts, dollies, scaffolding or other equipment will not be furnished or leased by the Authority to the Contractor, any Subcontractor, Supplier or their employees. 3.4 TAX EXEMPTION Section 6(f) of Chapter 64H of the Massachusetts General Laws exempts from Massachusetts sales tax building materials and supplies to be used in the Project, and bidders shall not include in their bids any amount therefor. The words "building materials and supplies" shall include all materials and supplies consumed, employed or expended in the construction, reconstruction, alteration, remodeling or repair of any building, structure, public highway, bridge, or other such public work, as well as such materials and supplies physically incorporated therein. Said words shall also include rental charges for construction vehicles, equipment and machinery rented specifically for use on the site of the Project or while being used MCCA c.149 Revised 9/22/15-9- GENERAL CONDITIONS

45 exclusively for the transportation of materials for the Project. The number of the certificate granted by the Commissioner of Revenue for use in obtaining the exemption is: E The Contractor will not be paid for any sales taxes paid by the Contractor for which such exemption is or would have been applicable. The Contractor shall pay all sales, consumer, use and other similar taxes assessed upon the Work or portions thereof provided by the Contractor, or otherwise attributable to the Project, which are legally enacted at the time bids are received, whether or not yet effective, to which such exemption is not applicable. 3.5 PERMITS AND FEES; COMPLIANCE WITH LAW Unless otherwise agreed, the Contractor, at its cost, shall secure and pay for all demolition permits, construction or building permits, utility inspection and connection fees, certificates of occupancy and all other permits, approvals and governmental fees or charges, licenses, inspections and certificates of inspection necessary for the proper execution, completion and use and occupancy of the Work, including, without limiting the generality of the foregoing, permits for temporary occupancy or obstruction of or projection into, over or under public streets and sidewalks and other public ways. The Contractor shall promptly deliver copies of all such permits, approvals, licenses and certificates, and satisfactory evidence that disposal of all waste material in connection with the Project is done in full compliance with applicable laws, to the Architect. The Contractor shall not use, occupy or obstruct, nor permit any Subcontractor or any other person performing the Work to use, occupy or obstruct, any areas outside of the limits of the Work, unless written permission in form and substance satisfactory to the Authority and the Architect has been obtained by the Contractor at the Contractor's sole cost. The Contractor shall arrange for and provide at his expense all local policemen required to be present at or adjacent to the site for traffic control purposes The Contractor shall give all notices required by and shall otherwise comply with all laws, ordinances, rules, regulations, codes and lawful orders of any public authority bearing on the performance of the Work including, without limitation, applicable provisions of the Massachusetts State Building Code, and applicable federal, state and local environmental laws The Contractor shall use his best efforts to determine that the Contract Documents are in accordance with applicable laws, statutes, building codes and regulations. If the Contractor observes that any of the Contract Documents are at variance with applicable laws, ordinances, rules, building codes or regulations in any respect, he shall give the Architect and the Authority prompt written notice thereof, and any necessary changes shall be authorized as provided in the Contract Documents The Contractor shall obtain at its expense and deliver to the Architect an unconditional permanent and full Certificate of Occupancy, if such certificate is required by building code or other law. Receipt of such Certificate by the Architect shall be a condition precedent to Final Completion of the Work, unless such Certificate is not issued solely for reasons as to which the Contractor has no responsibility The Contractor shall comply in every respect with all applicable local, state and federal laws, regulations, ordinances and directives, including, without limitation, ordinances and regulations governing noise pollution and abatement and dust control. The Contractor shall also conform with all applicable requirements of the Authority, including without limitation, requirements as to work hours and limitation of noise. 3.6 UTILITIES The Drawings and Specifications indicate all pipes, conduits, lines or other structures or equipment of public and private utility companies ("utility equipment") at and adjacent to the site of which the Authority is aware. However, the Authority and the Architect make no representation or warranty that the utility equipment shown on the Drawings or referred to in the Specifications is the only utility equipment that may be encountered. The Contractor shall promptly notify the Architect in writing, prior to commencing affected portions of the Work, of any utility equipment that he discovers and that has MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

46 not been identified on the Drawings. If and as directed by the Architect, the Contractor shall make necessary arrangements with utility companies for the protection, alteration and relocation of utility equipment necessary in connection with performance of the Work, and shall notify all municipal departments and utility companies concerned of the time and location of any work which may affect them. The Contractor shall be responsible for all costs and all claims, damages and liabilities arising directly or indirectly from any damage to utility equipment or any intentional or unintentional interruption of service occurring in connection with the Work or other operations of the Contractor. 3.7 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site in a safe place one record copy of all Drawings, Specifications, Change Orders, Construction Change Authorizations, Architect's Instructions, other graphic or written instructions, interpretations and clarifications, and all other Contract Documents, in good order and marked currently to record all changes made during construction, together with approved Shop Drawings, Product Data and Samples, and copies of all building, electrical, plumbing, public safety and other codes and regulations applicable to the Work and all permits, licenses, approvals, inspection reports and certificates obtained as required by Paragraph 3.4. These shall be available to the Architect and the Authority for reference and shall be delivered to the Architect upon completion of the Work. 3.8 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES The Contractor shall prepare or review, approve and submit to the Architect, promptly, sufficiently in advance and in such sequence as to cause no delay in the Work or in the work of the Authority or any separate contractor, all Shop Drawings, Product Data and Samples or other submittals required by the Contract Documents By preparing, approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor thereby represents that he has determined and verified all materials, requirements for the implementation of the Work, dimensions, quantities, field measurements, details, relations to existing work, coordination with work to be installed later, coordination with information on previously accepted Shop Drawings, Product Data, Samples or similar submittals and compliance with all the requirements of the Contract Documents. The accuracy and completeness of all such information is the responsibility of the Contractor. Approval by the Contractor shall be clearly indicated on each drawing, in ink or by stamp, and signed or initialed by the Contractor. Shop Drawings and other submissions which have not been reviewed and approved by the Contractor in accordance with the requirements stated in this Paragraph 3.8 and the Specifications shall be returned to the Contractor with no action taken by the Architect. Such submissions shall be re-submitted to the Architect with the Contractor's review and approval provided as required. Language contained in the Contractor's approval of submittals shall not be interpreted to limit in any respect or otherwise affect the Contractor's responsibilities and liabilities hereunder The Architect may review the Contractor's submittals to determine whether such submittals conform with the design concept and intent of the Project and with the information contained in the Contract Documents. If corrections are required, a full set of copies of duplicate parts or corrected Drawings shall be submitted to the Architect for approval, and this procedure shall be followed until final approval has been given If Shop Drawings submitted by the Contractor indicate a deviation from the Contract Documents, the Contractor shall specifically inform the Architect in writing of such deviation at the time of submission. The Contractor shall not be relieved of responsibility for any deviation from the requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data or Samples, unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submission and the Architect has given written approval to the specific deviation. The Contractor shall not be relieved from responsibility for errors or omissions in the Shop Drawings, Product Data or Samples by the Architect's approval thereof. Shop Drawings shall be submitted for complete systems. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

47 3.8.5 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data or Samples, to revisions other than those requested by the Architect on previous submittals. Unless such written notice has been given, the Architect's approval of a resubmitted Shop Drawing, Product Data or Sample shall not constitute approval of any changes not requested by the Architect on the prior submittal No portion of the Work requiring submission of a Shop Drawing, Product Data or Sample shall be installed until the submittal has been approved by the Architect, unless such requirement is waived by the Authority in writing, provided that the Contractor may proceed with such installation without such approval by the Architect or waiver by the Authority at the Contractor's own risk. All such portions of the Work shall be constructed and completed strictly in accordance with the approved submittals. 3.9 SITE The Contractor shall confine his apparatus and equipment, storage of materials, and all operations at the site to areas permitted by law, ordinances, permits, the Contract Documents and the directions of the Architect, and shall not unreasonably encumber the site with any materials or equipment. The Contractor shall keep corridors, exits and passageways clear of debris, stored material or equipment so that passage is not impeded, and at all times shall provide for safe and open egress from the building. The site and the building shall, at all times, be maintained in a safe and orderly condition The Contractor shall not, without the Authority's prior written consent, install or maintain any sign, trademark, advertisement, or other identification symbol in or about the site No parking facilities for Contractors, Subcontractors, Suppliers or their employees will be provided or permitted upon the Authority's property The Contractor shall be responsible for the proper care and protection of all his materials, equipment, etc., at the site A field office, if permitted or required in the Specifications, shall be located where directed or approved, and shall be maintained in neat and orderly condition throughout the term of the Contract The Authority, its representatives, and representatives of governmental agencies, shall have the right to enter the site at any time. The Contractor shall provide all reasonable facilities and assistance for the safety and convenience of the Authority, its representatives or other governmental representatives in order that they may accomplish the purpose of their visit to the site The Contractor shall install and maintain temporary partitions, drop cloths, tarpaulins or other means of preventing dust or dirt from his operations from penetrating other premises of the Authority. The other premises of the Authority, where dirtied by the Contractor, shall be swept up, mopped and left in a clean condition at the close of each work day. Any damage to the premises or equipment of the Authority caused by the Contractor or his Subcontractors shall be corrected by the Contractor as directed by the Authority, and at the expense of the Contractor CUTTING AND PATCHING OF WORK The Contractor shall be responsible for all cutting and patching, as approved by the Architect, necessary for the completion of the Work All cutting shall be done promptly and all repairs shall be made as necessary to leave the entire Work in good condition, including all cutting, fitting and drilling of masonry, concrete, metal, wood, plaster, and other materials as specified or required for proper assembly, fabrication, installation and completion of the Work under the Contract Documents, and including any patching as may be necessary Structural elements shall not be cut, patched or otherwise altered or repaired without the prior written authorization of the Architect. Work done without or contrary to such authorization is at the Contractor's risk, subject to replacement at his own expense and without reimbursement under the Contract Documents. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

48 The Contractor shall not damage or endanger any portion of the Work or the work of the Authority or any separate contractors by cutting, patching or otherwise altering any work, or by excavation. The Contractor shall not cut or otherwise alter the work of the Authority or any separate contractor except with the written consent of the Authority and of such separate contractor. The Contractor shall not unreasonably withhold from the Authority or any separate contractor his consent to cutting or otherwise altering the Work WEATHER PROTECTION The Contractor shall provide temporary enclosures and heat to permit construction work to be carried on during the months of November through March in compliance with Chapter 497 of the Massachusetts Acts of These specifications are not to be construed as requiring enclosures or heat for operations that are economically infeasible to protect in the judgment of the Architect. Included in this category, without limitation, are such items as site work, excavation, steel erection, erection of certain exterior wall panels, roofing, and similar operations "Weather Protection" shall mean the temporary protection of that work adversely affected by moisture, wind and cold, by covering, enclosing and/or heating. This protection shall provide adequate working areas during the months of November through March as determined by the Architect and consistent with the approved construction schedule to permit the continuous progress of all work necessary to maintain an orderly and efficient sequence of construction operations. The Contractor shall furnish and install all "weather protection" material and be responsible for all costs, including heating required to maintain a minimum temperature of 40 degrees F. at the working surface. This provision does not supersede any specific requirements for methods of construction, curing of materials or the applicable general conditions set forth in the Contract Documents with added regard to performance obligations of the Contractor. Within 30 calendar days after his award of contract, the Contractor shall submit in writing to the Architect for approval, three copies of his proposed methods for "Weather Protection" Installation of weather protection and heating devices shall comply with all safety regulations including provisions for adequate ventilation and fire protection devices. Heating devices which may cause damage to finish surfaces shall not be used CLEANING UP, SALVAGE AND DISPOSAL The Project and the site shall be maintained in a neat and orderly condition and kept free from accumulation of waste materials and rubbish during the entire construction period. The Contractor shall be responsible for the removal of all crates, cartons and other flammable waste materials or trash from the work areas regardless of cause at the end of each working day or at such other more frequent intervals as required to maintain the site in a safe, orderly and sanitary condition. If the Project and site are not maintained properly, the Authority may have any accumulations of waste materials or trash removed and charge the cost to the Contractor. Elevator shafts, electrical closets, pipe and duct shafts, chases, furred spaces and similar spaces which are generally unfinished, shall be cleaned and left free from rubbish, loose plaster, mortar drippings, extraneous construction materials, dirt and dust At the completion of the Work, the Contractor shall remove all his waste materials and rubbish from and about the site as well as all his tools, construction equipment, machinery and surplus materials, and shall leave the site in a neat and clean condition satisfactory to the Authority. Immediately prior to the Architect's inspection for Substantial Completion of the entire Work or any portion thereof, the Contractor shall, when directed to do so by the Authority, completely clean any and all portions of the Project. Without limitation, concrete and ceramic surfaces shall be cleaned and washed; resilient coverings shall be cleaned, waxed and buffed; woodwork shall be dusted and cleaned; sash, fixtures, and equipment shall be thoroughly cleaned; stains, spots, dust, marks and smears shall be removed from all surfaces; hardware and all metal surfaces shall be cleaned and polished and glass and plastic surfaces shall be thoroughly cleaned by professional window cleaners. All damaged, broken and scratched glass and plastic shall be replaced by the Contractor at the Contractor's expense If the Authority elects to take occupancy of specific areas or portions of the Work prior to the completion and acceptance of the entire Work as provided in Article 13, the Contractor shall carry out final MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

49 cleaning operations as herein specified in such specific areas or portions of the Work prior to occupancy thereof, as directed by the Authority or the Architect. The Contractor shall remove or relocate, when appropriate, all surplus materials, equipment, supplies, construction plant, equipment and facilities as required in order to permit the occupancy and utilization of such specific areas or portions of the Work If the Contractor fails to clean up at the completion of the Work, the Authority may do so as provided in Article 14 and the cost thereof shall, at the Authority's election, either be charged directly to the Contractor or the Contract Sum shall be reduced accordingly Materials indicated on the Drawings or designated in the field by the Authority to be salvaged shall be carefully removed, cleaned, and delivered to the Authority at locations designated by the Authority. Mechanical and electrical items to be salvaged shall be protected from the weather Materials resulting from selective demolition and not identified for salvaging shall become the property of the Contractor and shall be legally transported and disposed of off-site. Disposal shall be performed as promptly as possible and shall not be left until the final clean-up The Contractor shall have the responsibility for the proper identification, removal and disposal of any equipment or fixtures, or components thereof, incidentally containing hazardous materials, shall arrange for the legal disposal of such materials, and shall provide to the Authority documentation that such materials have been disposed of legally COMMUNICATIONS The Contractor shall forward to the Authority copies of all communications from the Contractor to the Architect. The Contractor shall forward to the Architect any communications which the Contractor gives to the Authority relating to the Drawings, the Specifications or any modifications thereof ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees, shall defend all suits or claims for infringement of any patent rights, and shall indemnify and save the Authority harmless from loss on account thereof, except that the Contractor shall not be responsible for such loss when a particular design, process or the product of a particular manufacturer or manufacturers is specified, unless the Contractor has reason to believe that the design, process or product specified is an infringement of a patent, in which event the Contractor shall be responsible for such loss unless he promptly gives such information to the Architect CONTRACTOR'S FINANCIAL CONDITION The Contractor warrants that its financial condition is sound and that the Contractor is capable of obtaining any bonds now or hereafter required pursuant to the Contract Documents. Upon request by the Authority, the Contractor shall make available to the Authority such audited and unaudited financial statements of the Contractor as the Authority may reasonably request. The Contractor shall promptly advise the Authority of any occurrence, event, fact, or other matter that has had, will have, or might reasonably be predicted to have a material adverse effect upon the financial condition of the Contractor OPERATING AND MAINTENANCE MANUAL; TRAINING The Contractor shall prepare and deliver to the Architect three copies of an operating and maintenance manual for the Project. The manual shall contain full information for each item of mechanical, electrical or other operating equipment, copies of warranties therefore, schematic diagrams of control systems, circuit directories for each electric and communications panel board, and charts showing the tagging of all valves. Each volume of the manual shall be clearly indexed, and shall include a directory of all Subcontractors and maintenance contractors, indicating the area of responsibility of each, and the name and telephone number of the responsible member of each organization. The volumes shall be bound in book form. Typewritten, drawn or photographic material shall be protected by clear plastic sleeves. Such manuals shall be delivered to the Authority prior to, and as a condition precedent to, final payment. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

50 The Contractor shall arrange for instruction for the Authority's employees and representatives to insure proper operation of all equipment furnished. The Contractor shall not assume that the Authority's employees possess special expertise or have had any previous experience whatsoever in the operation and maintenance of sophisticated mechanical, electrical and electronic equipment. It is the intent of this Subparagraph to require the Contractor and the applicable Subcontractors to furnish as much detailed instruction as is required to educate reasonably intelligent personnel in the proper use of the equipment. This instruction shall be provided by the manufacturer's representative for each item of equipment. In some cases, this may require several visits to the Project by those responsible for the instruction INSPECTION AND TESTING If the Contract Documents, laws, ordinances, rules, regulations or orders of, or conditions imposed by, any public authority having jurisdiction require any portion of the Work to be inspected, tested or approved, the Contractor shall give the Architect, the Architect's testing agents or consultants, the Authority, and if applicable public authorities requiring such inspection, testing or approval, timely notice (at least one full business day) prior to the commencement of work or operations requiring such inspection, testing or approval so the Architect, the Authority, such public authorities and agents or consultants may perform or observe such inspection, testing or approval. The Contractor shall perform and bear all costs of such inspections, tests and approvals, unless otherwise provided in the Contract Documents. The Contractor will provide such assistance (including, without limitation, labor, tools, equipment and transportation) as the Architect or such public authorities or agents or consultants may request in connection with such inspection, testing or approval The Contractor shall make no claim for delay or extension of the Contract Time arising directly or indirectly out of reasonably required inspection or testing or out of the Contractor's failure to give timely notice so as to permit performance or observance of inspections, testing or approvals. Inspections of the Work shall not relieve the Contractor of any obligations under this Contract. Without limiting any other provisions hereof, defective work shall be made good and unsuitable materials may be rejected, notwithstanding that such work and materials have been previously inspected by the Architect and accepted or estimated for payment or paid for If the Architect determines that any portion of the Work requires special inspection, testing, or approval which Subparagraph does not include, he will, upon written authorization from the Authority, instruct the Contractor to order such special inspection, testing or approval, and the Contractor shall give notice as provided in Subparagraph If such special inspection or testing reveals a failure of the Work to comply strictly with the requirements of the Contract Documents, the Contractor shall correct such Work and bear all costs of such inspection, testing and corrections, including compensation for the Architect's and other consultant's additional services made necessary by such failure; otherwise the Authority shall bear the costs of such inspection or testing The Contractor shall obtain and deliver promptly to the Architect at such times as may reasonably be required by the Architect any certificates of inspection, testing or approval, including, where required by law, building code certificates of occupancy, and operating permits for any mechanical apparatus, which may be required by law to permit full use and occupancy of the Work by the Authority. In any event, receipt of all such permits and certificates by the Architect shall be a condition precedent to Substantial Completion of the Work, unless such permits and certificates are not received by the Architect solely for reasons as to which the Contractor has no responsibility. 4.1 CONTRACTOR'S INDEMNITY ARTICLE 4 - INDEMNIFICATION The Contractor shall indemnify, defend with counsel acceptable to the Authority, keep and save harmless the Authority, the Architect, the Architect's consultants and all other consultants, affiliates and participants of the Authority identified in the Contract Documents, and separate contractors, and their respective board members, directors, officers, representatives, contractors, agents and employees, in both individual and official capacities, against all suits, claims, damages, losses and expenses, including but not MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

51 limited to attorneys' fees, caused by, arising out of, resulting from, or incidental to, the performance of the Work under this Contract by the Contractor or his Subcontractors to the full extent allowed by the laws of the Commonwealth of Massachusetts and not beyond any extent that would render these provisions void or unenforceable, provided that any such suit, claim, damage, loss or expense 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 is caused in whole or in part by any default under or failure to comply with the terms of this Contract, or by the negligence or other act or omission of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such agreement and obligation of the Contractor shall not be construed to negate, abridge, or otherwise reduce any right or obligation of indemnity which would otherwise exist as to any party or person described in this Paragraph 4.1. The Contractor shall give prompt notice to the Authority in the event of any such injury (including death), loss or damage In any and all claims against the Authority or the Architect or their consultants or separate contractors, or any of their subcontractors, agents or employees by any employee of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the Contractor's indemnification obligation under this Paragraph 4.1 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor under worker's or workmen's compensation acts, disability benefit acts or other employee benefit acts. 5.1 SUBCONTRACTS ARTICLE 5 - SUBCONTRACTORS Subcontracts for the sub-trades for which the Authority requested filed sub-bids under Section 44F of Chapter 149 of the Massachusetts General Laws shall be awarded, entered into and performed in accordance with applicable provisions of Sections 44A through 44J inclusive of said Chapter Unless otherwise required by the Contract Documents, as soon as practicable after the award of the Contract, the Contractor shall furnish to the Authority and the Architect in writing the names of the persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each of the principal portions of the Work not included within the sub-trades for which filed sub-bids have been requested by the Authority pursuant to said Section 44F of said Chapter 149. The Architect will notify the Contractor in writing whether or not the Authority or the Architect has objection to any such proposed person or entity. The Contractor shall not contract with any such proposed person or entity to whom the Authority or the Architect has made objection. Subject to the provisions of said Chapter 149, the Contractor shall not be required to contract with anyone to whom it has a reasonable objection. If the Authority or the Architect has objection to any such proposed person or entity, the Contractor shall submit a substitute to whom neither the Authority nor the Architect has objection. The Contractor shall make no substitution for any Subcontractor, person or entity previously selected if the Authority or Architect makes objection to such substitution. The Contractor shall furnish the Authority with executed copies of all contracts with Subcontractors, promptly upon execution thereof The Contractor shall furnish to the Authority and the Architect a list of the names, addresses and telephone numbers of the principal members of the staff of each Subcontractor. The principal contact for each Subcontractor and his home telephone number shall be indicated in the list so that such person can be reached in emergency situations. 5.2 SUBCONTRACT AGREEMENTS Subcontract agreements to be executed between the Contractor and all Subcontractors who filed sub-bids with the Authority pursuant to Section 44F of said Chapter 149 shall be on the form of subcontract specified in said Section 44F, as further provided in the Instructions to Bidders. In the case of other Subcontractors, the Contractor shall, by written agreement, require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

52 which the Contractor, by the Contract Documents, assumes toward the Authority and the Architect. Said agreement shall preserve and protect the rights of the Authority and the Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that the subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the Contractor-Subcontractor agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Authority. The Contractor shall require each Subcontractor to enter into similar agreements with his Subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of a subcontract with such Subcontractor, copies of the Contract Documents to which the Subcontractor will be bound by this Paragraph 5.2, and identify to the Subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents. Each Subcontractor shall similarly make copies of such Contract Documents available to his Subcontractors The Contractor shall be responsible to the Authority for the compliance by each Subcontractor with the requirements of all of the applicable provisions of the Contract Documents and of all applicable laws, rules, and regulations and other governmental requirements of any nature applicable to the Project, to the same extent that the Contractor would be responsible if the Contractor were doing the work of such Subcontractor with his own forces No subcontract, and nothing contained herein or in any subcontract, shall be construed to create any contractual relationship between any Subcontractor and the Authority, or to make the Authority in any way liable or responsible to any Subcontractor or his employees. ARTICLE 6 - OTHER WORK 6.1 AUTHORITY'S RIGHT TO PERFORM WORK AND TO AWARD SEPARATE CONTRACTS In addition to the construction of the Project, the Authority may perform other work related to the Project at the site with its own forces, have other work performed by utility suppliers, or award separate contracts for such work or other work on the site under these or other conditions of the contract. If the fact that such other work is to be performed is not noted in the Contract Documents, notice thereof will be given to the Contractor prior to commencement of such other work. If the Contractor believes that performance of such other work not noted in the Contract Documents will cause delay or additional cost to him, he may make a claim therefor in accordance with applicable provisions of the Contract Documents If after commencement of construction of the Work, the plans of the Contractor and any such separate contractors performing work in connection with the Project, or other contractors, are inconsistent with respect to methods, scheduling, progress or otherwise, the Contractor shall promptly notify the Authority and the Architect of any such inconsistency and the matter of such inconsistency shall be resolved by the Authority, and the Contractor shall proceed in accordance with the Authority's decision. The Contractor shall have no claims against such separate contractors performing work in connection with the Project or other contractors for any delays arising from joint use of any work area or staging area, or from joint use of access or because of any ruling or determination of the Authority regarding any such matter. 6.2 MUTUAL RESPONSIBILITY The Contractor shall cooperate with the Authority, utility suppliers and separate contractors, and require and enforce the cooperation of its Subcontractors in such manner as to permit the expeditious, efficient completion of the Project in accordance with the Project Schedule If any portion of the Contractor's Work depends for proper execution or results upon work of the Authority or any such utility supplier or other separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, inspect and promptly report to the Architect any delays, discrepancies or defects in such other work discoverable as a result of prudent examination, testing and observation by the Contractor that render such other work unavailable or unsuitable for such proper MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

53 execution and results. Failure of the Contractor to so report shall constitute an acknowledgment that such other work is fit and proper to receive the Contractor's Work, except as to defects not so discoverable Costs caused by delays or by improperly timed, defective or nonconforming work shall be borne by the party responsible therefor. Should the Contractor cause damage to work or property of the Authority, or to other work at the site, the Contractor shall promptly remedy such damage. If a dispute arises between the Contractor, utility suppliers and separate contractors as to their respective responsibilities for cleaning up as required by Paragraph 3.12, the Authority may clean up and charge the cost thereof to the parties responsible therefor as determined by the Authority. 7.1 DEFINITION ARTICLE 7 - TIME The date of Substantial Completion of the Work or designated portion thereof is the date certified by the Architect when the requirements of Subparagraph and Subparagraph have been satisfied and when construction is sufficiently complete, in accordance with the Contract Documents, so the Authority can occupy or utilize the Work or designated portion thereof for the use for which it is intended and only minor items, which can be completed without interference with the intended use of the Work, remain to be completed. 7.2 PROGRESS AND COMPLETION Upon receipt of a Notice to Proceed, the Contractor agrees to proceed with the Work promptly and diligently under the direction of the Authority or its duly authorized representative. The Contractor agrees to adhere to the Project Schedule, if any, referred to or incorporated in the Authority-Contractor Agreement, to achieve all interim completion milestones, and to complete the Work on or before the Substantial Completion Date set forth in the Authority-Contractor Agreement. It is agreed that time is of the essence of this Contract In view of the critical nature of the time of completion of the Work, if the Authority determines that the rate of progress of the Project or the Project Schedule has been delayed or is in jeopardy of not being met, the Authority shall have the right to require the Contractor to take whatever steps are necessary to remedy such situation. In such event, the cost of such remedy shall not be deemed to be a Change in the Work nor shall it increase the Contract Sum. The Contractor shall, within three (3) days after the Authority's request to take such action, notify the Authority and the Architect in writing and implement the steps which the Contractor proposes to take to remedy such situation and provide the Authority, in a form acceptable to the Authority, a detailed mini-schedule setting forth the actions to be taken by the Contractor. If the Contractor disputes such action by the Authority, he shall have no right to refuse to accelerate the Work, but his only recourse shall be to make a claim as provided in Paragraph 7.3 or Paragraph DELAYS AND EXTENSIONS OF TIME If the Contractor is hindered or delayed in the commencement or progress of the Work by any act or omission of the Authority or the Architect, or an employee of either, or a separate contractor engaged by the Authority, or by changes in the Work duly ordered by the Authority, or by labor disputes, fires, unusual delay in transportation not anticipatable and for which no alternative mode of transportation is available, unusually severe weather not anticipatable and preventing any continuation of operations by the Contractor, unavoidable casualties, or such other unforeseeable causes as are beyond the control of the Contractor and are not caused in whole or in part by any fault or negligence of the Contractor (it being understood and agreed that delays occasioned by financial difficulties of the Contractor shall be deemed to have been caused by the fault of the Contractor and to be within the control of the Contractor), then, except as provided in Subparagraph below in the case of certain delays caused by the Authority, the Contractor shall have no claim for additional costs or damages on account of such hindrance or delay, pursuant to Paragraph 11.4 or otherwise, and the Contractor's sole remedy shall be that the Contract Time shall be extended by Change Order for such reasonable period of time, if any, as the Architect may determine is required due to the nature of the delay, all subject to the provisions of this Paragraph 7.3. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

54 The procedures set forth in, and all other provisions contained in, this Paragraph 7.3 are in addition to the provisions of the Contract Documents relating to procedures for Change Orders The Contractor shall notify the Architect and the Authority as soon as possible of any cause that may delay the Work. The Contractor shall give written notice to the Architect and the Authority within ten (10) days after the time that he knows or should know of any cause which will result (or has resulted) in delay for which he claims or intends to claim an extension of the Contract Time (including those causes which the Authority or the Architect is responsible for or has knowledge of). Such notice shall not be effective unless given to both the Authority and the Architect. Any such written notice shall (1) state that an extension is claimed; (2) state in detail the circumstances which form the basis of the delay; and (3) describe as fully as practicable at the time the date of commencement and duration or expected duration of the delay and its effect on the various portions of the Work. The Contractor shall provide such supporting documentation as the Authority or Architect may require, including, where appropriate, a revised Project Schedule indicating all of the activities affected by the circumstances which form the basis for the claim. The submission of such written notice within the time period provided above shall be a condition precedent to any extension of the Contract Time. Neither the Architect nor any officer, employee or representative of the Authority shall have authority to modify or waive, expressly or by implication, such condition precedent, and any action or statement by the Architect or any such officer, employee or representative to such effect shall not be binding upon the Authority The following clauses (a) and (b) of this Subparagraph are included herein pursuant to requirements of Section 39O of Chapter 30 of the Massachusetts General Laws. In the event that a suspension, delay, interruption or failure to act of the Authority increases the cost of performance to any Subcontractor, that Subcontractor shall have the same rights against the Contractor for payment for an increase in the cost of his performance as provisions (a) and (b) give the Contractor against the Authority, but nothing in provisions (a) and (b) shall in any way change, modify or alter any other rights which the Contractor or the Subcontractor may have against each other. (a) The Awarding Authority may order the Contractor in writing to suspend, delay, or interrupt all or any part of the Work for such period of time as it may determine to be appropriate for the convenience of the Awarding Authority; provided, however, that if there is a suspension, delay or interruption for fifteen days or more or due to a failure of the Awarding Authority to act within the time specified in this Contract, the Awarding Authority shall make an adjustment in the Contract Sum for any increase in the cost of performance of this Contract but shall not include any profit to the Contractor on such increase; and provided further, that the Awarding Authority shall not make any adjustment in the Contract Sum under this provision for any suspension, delay, interruption or failure to act to the extent that such is due to any cause for which this Contract provides for an equitable adjustment of the Contract Sum under any other contract provisions. (b) The Contractor must submit the amount of a claim under provision (a) to the Awarding Authority in writing as soon as practicable after the end of the suspension, delay, interruption or failure to act and, in any event, not later than the date of final payment under this Contract and, except for costs due to a suspension order, the Awarding Authority shall not approve any costs in the claim incurred more than twenty (20) days before the Contractor notified the Awarding Authority in writing of the act or failure to act involved in the claim. 7.4 SCHEDULING If the Work is to be performed in whole or in part within or adjacent to the Authority s Convention Centers, the Contractor shall schedule and perform the Work, unless otherwise provided in the Authority- Contractor Agreement, so as to cause no interference with or interruption of events conducted in the Convention Center. The Authority shall provide the Contractor each month a schedule of events on which the Authority shall indicate the duration and location of events which will require the Contractor to limit or suspend the Work. All such limitations and suspensions occasioned by the scheduling of events are specifically contemplated in the Project Schedule, if any, referred to or incorporated in the Authority- Contractor Agreement and in the Substantial Completion Date set forth in the Authority-Contractor Agreement, and no such limitations or suspensions pursuant to this Subparagraph shall be deemed a hindrance or delay in the commencement or progress of the Work. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

55 8.1 SCHEDULE OF VALUES ARTICLE 8 - PAYMENTS AND COMPLETION Prior to the first Application for Payment, and as a condition precedent to any payments to the Contractor hereunder, the Contractor shall submit to the Architect and Authority for approval a preliminary schedule of values allocated to the various portions of the Work, prepared in such form and detail and supported by such data to substantiate its accuracy as the Authority or the Architect may require. This schedule shall be reviewed and revised from time to time if found by the Architect or the Authority to be inaccurate. So long as the schedule of values remains up to date and accurate, this approved schedule shall be used as a basis for the Contractor's Applications for Payment. 8.2 APPLICATIONS FOR PAYMENT On or before the Application Date, the Contractor shall submit to the Authority and the Architect a periodic estimate requesting payment of the amount due the Contractor for the Work completed as of the end of the preceding month. Such periodic estimates shall be on a form provided or approved by the Authority and shall be based upon the approved schedule of values, if any, and shall be accompanied by such certifications, accountings, invoices, payrolls, receipted bills and other supporting documentation and information substantiating the Contractor's right to payment as the Architect or the Authority may request. The periodic estimates shall show the total value of the work performed and materials furnished by the Contractor and each Subcontractor to date, the value of the work completed during the payment period and the percentage of completion to date for each line item of work. The term "Application for Payment" as used in the Contract Documents shall have the same meaning as the term "periodic estimate" as used in this Article Such periodic estimates may include materials or equipment not incorporated in the Work but delivered and suitably stored at the site and, if approved in advance in writing by the Architect and the Authority, payment may be requested for materials or equipment suitably stored at some other location agreed upon in writing in accordance with Paragraph Without limiting the provisions of Subparagraph 8.2.1, payments for materials or equipment stored on or off the site shall be conditioned upon submission by the Contractor of bills of sale, invoices or such other documents, information or procedures as may be required by the Architect or the Authority to establish the Authority's title to such materials or equipment free and clear of all liens, claims, security interests or encumbrances (collectively referred to in the Contract Documents as "liens"), or otherwise to protect the Authority's interests, including provision for appropriate property insurance and transportation to the site for those materials and equipment stored off the site The Contractor warrants that title to all Work, materials and equipment covered by a periodic estimate will pass to the Authority, free and clear of all liens, automatically without further action by the parties upon the first to occur of (i) incorporation in the construction or (ii) the receipt of payment by the Contractor. Transfer of title to the Authority shall not relieve the Contractor of any of his duties or obligations under the Contract Documents or of any responsibility or liability for the safe delivery and safeguarding, custody, or warehousing of the materials or equipment, nor shall it constitute any waiver of the Authority's right to absolute fulfillment by the Contractor of all of the terms of the Contract, nor shall it commence any warranty period (all warranty periods shall commence not earlier than Substantial Completion). The Contractor warrants that no Work, materials or equipment covered by a periodic estimate shall have been acquired by the Contractor, or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or any other secured party or otherwise imposed by the Contractor or any other person or entity If requested by the Authority, each periodic estimate shall be accompanied by a certificate from each Subcontractor stating that he has been paid all amounts due him on the basis of the previous periodic payment to the Contractor, or else stating the amount not so paid and the reason for the discrepancy. In the event of any such discrepancy, the Contractor shall furnish his own written explanation to the Authority through the Architect. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

56 8.3 CERTIFICATES FOR PAYMENT The Architect and the Authority's Project Manager, in consultation, will, within five (5) working days after receipt of the Contractor's periodic estimate, either issue a Certificate for Payment to the Authority, with a copy to the Contractor, for such amount as the Architect and the Authority's Project Manager determine is properly due, or notify the Contractor in writing their reasons for withholding a Certificate as provided in Subparagraph The issuance of a Certificate for Payment will constitute a representation by the Architect to the Authority, based on the Architect's observations, that the Work has progressed to the point indicated, that to the best of the Architect's knowledge, information and belief the Work indicated therein is in accordance with the Contract Documents (subject to any specific qualifications stated in the Certificate), and that the Contractor is entitled to payment in the amount certified. The Architect shall not certify the final payment until an inspection for Final Completion has been performed and the Authority has acted affirmatively on the Architect's recommendation that the Project be accepted. Issuance of a Certificate for Payment by the Architect shall not constitute a waiver of any obligations of the Contractor under the Contract Documents. 8.4 PROGRESS PAYMENTS TO THE CONTRACTOR The Authority shall make payments in accordance with the following provisions, pursuant to Section 39K of Chapter 30 of the Massachusetts General Laws: (a) Within fifteen days after receipt from the Contractor, at the place designated by the Awarding Authority if such a place is so designated, of a periodic estimate requesting payment of the amount due for the preceding month, the Awarding Authority will make a periodic payment to the Contractor for the work performed during the preceding month and for the materials not incorporated in the Work but delivered and suitably stored at the site (or at some location agreed upon in writing) to which the Contractor has title or to which a Subcontractor has title and has authorized the Contractor to transfer title to the Awarding Authority, less (1) a retention based on the Awarding Authority's estimate of the fair value of its claims against the Contractor and less (2) a retention for direct payments to Subcontractors based on demands for same in accordance with the provisions of Section 39F of Chapter 30 of the Massachusetts General Laws, and less (3) a retention not exceeding five percent of the approved amount of the periodic payment. After the receipt of a periodic estimate requesting final payment and within sixty-five days after (a) the Contractor fully completes the Work or substantially completes the Work so that the value of the Work remaining to be done is, in the estimate of the Awarding Authority, less than one percent of the original Contract Sum, or (b) the Contractor substantially completes the Work and the Awarding Authority takes possession for occupancy, whichever occurs first, the Awarding Authority shall pay the Contractor the entire balance due on the Contract less (1) a retention based on the Awarding Authority's estimate of the fair value of its claims against the Contractor and of the cost of completing the incomplete and unsatisfactory items of Work and less (2) a retention for direct payments to Subcontractors based on demands for same in accordance with the provisions of Section 39F of Chapter 30 of the Massachusetts General Laws, or based on the record of payments by the Contractor to the Subcontractors under this Contract if such record of payments indicates that the Contractor has not paid Subcontractors as provided in Section 39F. If the Awarding Authority fails to make payment as herein provided, there shall be added to each such payment daily interest at the rate of three percentage points above the rediscount rate then charged by the Federal Reserve Bank of Boston commencing on the first day after said payment is due and continuing until the payment is delivered or mailed to the Contractor; provided, that no interest shall be due, in any event, on the amount due on a periodic estimate for final payment until fifteen days after receipt of such a periodic estimate from the Contractor, at the place designated by the Awarding Authority if such a place is so designated. The Contractor agrees to pay to each Subcontractor a portion of any such interest paid in accordance with the amount due each Subcontractor. (b) The Awarding Authority may make changes in any periodic estimate submitted by the Contractor and the payment due on said periodic estimate shall be computed in accordance with the changes so made, but such changes or any requirement for a corrected periodic estimate MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

57 shall not affect the due date for the periodic payment or the date for the commencement of interest charges on the amount of the periodic payment computed in accordance with the changes made, as provided herein; provided, that the Awarding Authority may, within seven days after receipt, return to the Contractor for correction, any periodic estimate which is not in the required form or which contains computations not arithmetically correct and, in that event, the date of receipt of such periodic estimate shall be the date of receipt of the corrected periodic estimate in proper form and with arithmetically correct computations. The date of receipt of a periodic estimate received on a Saturday shall be the first working day thereafter. (c) All periodic estimates shall be submitted to the Awarding Authority, or to its designee as set forth in writing to the Contractor, and the date of receipt by the Awarding Authority or its designee shall be marked on the estimate. All periodic estimates shall contain a separate item for each filed subtrade and each sub-subtrade listed in sub-bid form as required by specifications and a column listing the amount paid to each Subcontractor and sub-subcontractor as of the date the periodic estimate is filed. The person making payment for the Awarding Authority shall add the daily interest provided for herein to each payment for each day beyond the due date based on the date of receipt marked on the estimate. (d) A certificate of the Architect to the effect that the Contractor has fully or substantially completed the work shall, subject to the provisions of Section 39J of Chapter 30 of the Massachusetts General Laws, be conclusive for the purposes of this Paragraph. 8.5 PAYMENTS TO SUBCONTRACTORS Pursuant to Section 39F of Chapter 30 of the Massachusetts General Laws, the following provisions (a) through (i) shall apply with respect to payment of Subcontractors: (a) Forthwith after the Contractor receives payment on account of a periodic estimate, the Contractor shall pay to each Subcontractor the amount paid for the labor performed and the materials furnished by that Subcontractor, less any amount specified in any court proceedings barring such payment and also less any amount claimed due from the Subcontractor by the Contractor. (b) Not later than the sixty-fifth day after each Subcontractor substantially completes his work in accordance with the plans and specifications, the entire balance due under the Subcontract less amounts retained by the Awarding Authority as the estimated cost of completing the incomplete and unsatisfactory items of Work, shall be due the Subcontractor; and the Awarding Authority shall pay that amount to the Contractor. The Contractor shall forthwith pay to the Subcontractor the full amount received from the Awarding Authority less any amount specified in any court proceedings barring such payment and also less any amount claimed due from the Subcontractor by the Contractor. (c) Each payment made by the Awarding Authority to the Contractor pursuant to Subparagraphs (a) and (b) of this Paragraph for the labor performed and the materials furnished by a Subcontractor shall be made to the Contractor for the account of that Subcontractor; and the Awarding Authority shall take reasonable steps to compel the Contractor to make each such payment to each such Subcontractor. If the Awarding Authority has received a demand for direct payment from a Subcontractor for any amount which has already been included in a payment to the Contractor or which is to be included in a payment to the Contractor for payment to the Subcontractor as provided in Subparagraphs (a) and (b), the Awarding Authority shall act upon the demand as provided in this section. (d) If, within seventy days after the Subcontractor has substantially completed the subcontract work, the Subcontractor has not received from the Contractor the balance due under the subcontract including any amount due for extra labor and materials furnished to the Contractor, less any amount retained by the Awarding Authority as the estimated cost of completing the incomplete and unsatisfactory items of work, the Subcontractor may demand direct payment of that balance from the Awarding Authority. The demand shall be by a sworn statement delivered to or sent by certified mail to the Awarding Authority, and a copy shall be MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

58 delivered to or sent by certified mail to the Contractor at the same time. The demand shall contain a detailed breakdown of the balance due under the Subcontract and also a statement of the status of completion of the subcontract work. Any demand made after substantial completion of the subcontract work shall be valid even if delivered or mailed prior to the seventieth day after the Subcontractor has substantially completed the subcontract work. Within ten days after the Subcontractor has delivered or so mailed the demand to the Awarding Authority and delivered or so mailed a copy to the Contractor, the Contractor may reply to the demand. The reply shall be by a sworn statement delivered to or sent by certified mail to the Awarding Authority and a copy shall be delivered to or sent by certified mail to the Subcontractor at the same time. The reply shall contain a detailed breakdown of the balance due under the subcontract including any amount due for extra labor and materials furnished to the Contractor and of the amount due for each claim made by the Contractor against the Subcontractor. (e) Within fifteen days after receipt of the demand by the Awarding Authority, but in no event prior to the seventieth day after substantial completion of the subcontract work, the Awarding Authority shall make direct payment to the Subcontractor of the balance due under the subcontract including any amount due for extra labor and materials furnished to the Contractor, less any amount (i) retained by the Awarding Authority as the estimated cost of completing the incomplete or unsatisfactory items of work, (ii) specified in any court proceedings barring such payment, or (iii) disputed by the Contractor in the sworn reply; provided, that the Awarding Authority shall not deduct from a direct payment any amount as provided in part (iii) if the reply is not sworn to, or for which the sworn reply does not contain the detailed breakdown required by Subparagraph (d). The Awarding Authority shall make further direct payments to the Subcontractor forthwith after the removal of the basis for deductions from direct payments made as provided in parts (i) and (ii) of this subparagraph. (f) The Awarding Authority shall forthwith deposit the amount deducted from a direct payment as provided in part (iii) of Subparagraph (e) in an interest-bearing joint account in the names of the Contractor and the Subcontractor in a bank in Massachusetts selected by the Awarding Authority or agreed upon by the Contractor and the Subcontractor and shall notify the Contractor and the Subcontractor of the date of the deposit and the bank receiving the deposit. The bank shall pay the amount in the account, including accrued interest, as provided in an agreement between the Contractor and the Subcontractor or as determined by decree of a court of competent jurisdiction. (g) All direct payments and all deductions from demands for direct payments deposited in an interest-bearing account or accounts in a bank pursuant to Subparagraph (f) shall be made out of amounts payable to the Contractor at the time of receipt of a demand for direct payment from a Subcontractor and out of amounts which later become payable to the Contractor and in the order of receipt of such demands from Subcontractors. All direct payments shall discharge the obligation of the Awarding Authority to the Contractor to the extent of the such payment. (h) The Awarding Authority shall deduct from payments to a Contractor amounts which, together with the deposits in interest-bearing accounts pursuant to Subparagraph (f), are sufficient to satisfy all unpaid balances of demands for direct payment received from Subcontractors. All such amounts shall be earmarked for such direct payments, and the Subcontractors shall have a right in such deductions prior to any claims against such amounts by creditors of the Contractor. (i) If the Subcontractor does not receive payment as provided in Subparagraph (a) or if the Contractor does not submit a periodic estimate for the value of the labor or materials performed or furnished by the Subcontractor and the Subcontractor does not receive payment for same when due less the deductions provided for in Subparagraph (a), the Subcontractor may demand direct payment by following the procedure in Subparagraph (d) and the Contractor may file a sworn reply as provided in that same Subparagraph. A demand made after the first day of the month following that for which the Subcontractor performed or furnished the labor and materials for which the Subcontractor seeks payment shall be valid even if delivered or mailed prior to the time payment was due on a periodic estimate from the Contractor. Thereafter the Awarding Authority shall proceed as provided in Subparagraphs (e), (f), (g) and (h). MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

59 8.5.2 "Subcontractor" as used in Subparagraph shall mean a person who files a sub-bid and receives a subcontract as a result of that filed sub-bid or who is approved by the Authority in writing as a person performing labor or both performing labor and furnishing materials pursuant to a contract with the Contractor The Contractor shall, by an appropriate agreement with each Subcontractor, require each Subcontractor to make payments to his Sub-subcontractors in a manner similar to that provided in Subparagraphs 8.5.1(a) and (b) Except as set forth in Subparagraph or as may be otherwise required by law, the Authority shall have no obligation to pay or to see to the payment of any moneys to any Subcontractor or Subsubcontractor. 8.6 PAYMENT NOT ACCEPTANCE No Certificate for Payment, nor any progress payment made, nor any partial or full use or occupancy of the Work or the Project by the Authority, shall constitute an acceptance of any Work not in accordance with the Contract Documents. 8.7 PAYMENTS WITHHELD The Architect or the Authority's Project Manager may decline to recommend payment and may withhold his Certificate for Payment in whole or in part, to the extent necessary to protect the Authority, if in his opinion he is unable to make representations to the Authority as provided in Subparagraph If the Architect or the Authority's Project Manager is unable to make representations to the Authority as provided in Subparagraph and to recommend payment in the amount of the Application for Payment, he will notify the Contractor as provided in Subparagraph If the Contractor and the Architect and the Authority's Project Manager cannot agree on a revised amount, the Architect and the Authority's Project Manager will issue a Certificate for Payment for the amount for which he is able to make such representations to the Authority. The Architect or the Authority's Project Manager may also decline to issue a Certificate for Payment or, because of subsequently discovered evidence or subsequent observations, he may nullify the whole or any part of any Certificate for Payment previously issued, or, notwithstanding that the Architect or the Authority's Project Manager has issued a Certificate for Payment, the Authority (in addition to and without limitation of any other rights and remedies of the Authority under the Contract Documents) may withhold payment of any amounts claimed to be due by the Contractor and certified for payment by the Architect and the Authority's Project Manager, in each case to such extent as may be necessary in order to provide for retention covering the fair value of any possible claims the Authority may have against the Contractor, which amounts may include, but shall not be limited to, the fair value of costs or losses arising from:.1 defective Work not remedied,.2 third party claims filed or reasonable evidence indicating probable filing of such claims,.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment,.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum,.5 damage to the Authority or another contractor,.6 reasonable evidence that the Work is not progressing in accordance with the Project Schedule or will not be completed within the Contract Time, MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

60 .7 failure to carry out the Work in accordance with the Contract Documents or other default by the Contractor under, or failure of the Contractor to comply with any provisions of, the Contract Documents, including, without limitation, failure of Subcontractors or the Contractor to comply with requirements for maintaining record Drawings, or.8 actual or anticipated claims for damages for delay. If and when the grounds set forth above are removed without cost to the Authority, payment may be requested and shall be made for amounts withheld because of such grounds. 8.8 FAILURE OF PAYMENT The Contractor's sole remedy for the Architect's or the Authority's Project Manager's delay in approving a progress payment or the Authority's delay in paying the Contractor is the payment of interest as provided in Paragraph SUBSTANTIAL COMPLETION When the Contractor considers that the Work, or a portion thereof designated in the Contract Documents for separate completion, is substantially completed as defined in Subparagraph 7.1.2, the Contractor shall prepare and submit to the Architect three (3) complete sets of all warranties and guarantees required by the Contract Documents, in a form satisfactory to the Architect and the Authority, and a punch list of items to be completed or corrected. Failure to include any items on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. When the Architect on the basis of an inspection determines that the Work or designated portion thereof is substantially complete, and when the Contractor has complied with the provisions of Subparagraph and all other conditions precedent to Substantial Completion provided for in the Contract Documents have been satisfied, the Architect will then prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall (if appropriate) state the respective responsibilities of the Authority and the Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall complete the items listed therein, which shall in no event be greater than thirty (30) days after the date of Substantial Completion. Warranties and guarantees required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof, unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to the Authority and the Contractor for their written acceptance of the responsibilities assigned to them in such Certificate Upon Substantial Completion of the Work as so certified by the Architect, the Authority will make payment to the Contractor in accordance with Paragraph FINAL COMPLETION AND FINAL PAYMENT Upon receipt of written notice that the Work is ready for final inspection and acceptance, the Architect and the Authority will promptly make such inspection and, if they find the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a certificate stating that, based on his observations and inspections, the Work has been completed and that to his best knowledge, information and belief the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor, and noted in said certificate, is due and payable. The Architect's certificate will constitute a further representation that the conditions precedent to the Contractor's being entitled to final payment as set forth in this Paragraph 8.10 have been fulfilled. If the Architect or the Authority find the Work unacceptable, the Architect will promptly prepare a punch list of items to be corrected or completed in accordance with the Contract Documents. The Contractor shall complete or correct the punch list items within thirty (30) days. Upon such completion and/or correction, the Architect shall promptly issue a certificate of final completion of the Work Upon issuance by the Architect of a certificate of final completion of the Work, the Authority shall within five (5) days of its receipt thereof either give notice in writing to the Contractor that Final MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

61 Completion, as defined in Subparagraph , has occurred, or notify the Contractor in writing as to the reason or reasons why the Authority refuses to accept the Work. If the Authority notifies the Contractor that Final Completion has not occurred, the Contractor shall promptly correct all incomplete and defective work. After correction of such work, the Contractor shall again notify the Authority and the Architect that the Work is complete and ready for final inspection Final Completion shall mean the completion of all of the Work in accordance with all of the terms and conditions of the Contract Documents and acceptance thereof after final inspection in accordance with Subparagraphs and Prior to Final Completion, the Contractor shall fully demonstrate the use and function of each system or item of equipment included in the Work. The date of issuance of the Authority's written notice of acceptance shall be designated as the date of Final Completion. A final Application for Payment may be made at any time after the date of Final Completion Prior to and as a condition precedent to Final Completion, all of the following matters shall have been resolved and documents and items shall have been received and approved (or waived) in writing by the Authority:.1 final documents of similar nature to those required by the Contract Documents in connection with any Application for Payment hereunder,.2 all final permits, approvals, (including, without limitation, the approval of the Authority's insurance company, if required) certificates and affidavits (including, without limitation, certificates in respect of elevator, plumbing, sprinklers, electrical systems and life safety systems, required by governmental authorities) and authorizations for use and occupancy of the Project required by any authority having jurisdiction, including an unconditioned permanent and full Certificate of Occupancy and any other necessary occupancy and use permits, unless those permits, approvals, certificates, affidavits and authorizations are not received by the Authority solely for reasons as to which the Contractor has no responsibility,.3 formally prepared record documents, "as built" drawings, records and related data including all field notes of all the Work (such drawings shall be in reproducible form) all in accordance with the requirements of the Contract Documents,.4 all operating and maintenance manuals as required by Subparagraph , parts lists and repair source lists,.5 all guarantees and warranties to which the Authority is entitled hereunder,.6 satisfactory proof that all claims arising out of the Work have been released or bonded,.7 acknowledgment of prior payments from all Subcontractors and the Contractor,.8 the Architect's certificate certifying that the Work is complete,.9 a written statement from the Contractor that all practical orientation and operating instructions for all materials, systems, and equipment have been satisfactorily completed, and that all required training of Authority's personnel has been completed,.10 a satisfactory report by the Contractor which is approved by the Architect that all mechanical systems have been and are properly balanced,.11 a certificate of insurance for product liability and completed operations insurance coverage for the three year period following Final Completion,.12 an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Authority or its property might in any way be responsible, have been paid or otherwise satisfied, MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

62 .13 consent of surety, if required, to final payment,.14 if required by the Authority, other data establishing payment or satisfaction of all obligations arising out of the Contract, to the extent and in such form as may be designated by the Authority,.15 delivery of all spare parts required to be submitted pursuant to the Contract Documents,.16 a general release of the Authority from the Contractor and each Subcontractor. If the final documentation submitted by the Contractor is not deemed complete by the Authority or if the Authority deems the Work incomplete in any respect, the Contractor shall promptly complete any such Work and shall promptly resubmit the final documentation The Authority shall not be required to make final payment of any remaining amounts due to the Contractor until Final Completion has occurred. The making of final payment shall not constitute a waiver of any claims by the Authority. The Authority shall have the right, in its sole discretion, but the Authority shall have no obligation, to accept the Work subject to uncompleted items, which shall be set forth in a notice of final acceptance. In such event, an amount equal to of the cost of such uncompleted items (as determined by the Architect) shall be retained by the Authority The acceptance of final payment shall constitute a release and waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the final payment STORAGE OF MATERIALS OFF-SITE The Contractor and his Subcontractors shall obtain prior written approval from the Authority, through the Architect, for permission to store materials to be incorporated in the Work, for which progress payments will be requested, at off-site locations. Any and all charges for storage, including insurance, shall be borne solely by the Contractor. Before approval, the Authority may require, without limitation (i) complete and specific information concerning the materials stored and the storage location, (ii) evidence that the location is properly secure, and (iii) proper proof of insurance and proof of satisfactory contractual arrangements for transportation to the site Payment for materials stored off-site shall be at the sole discretion of the Authority. Title to materials stored off-site shall be transferred at the time at which the Authority pays for them INTERPRETATION In the event of any conflict, inconsistency, discrepancy or ambiguity between or arising from any provisions of this Article 8 and the provisions of Sections 39F and 39K of Chapter 30 of the Massachusetts General Laws, or other applicable provisions of the Massachusetts General Laws, the provisions of the General Laws shall be controlling. ARTICLE 9 - SAFETY AND PROTECTION 9.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work, including, but not limited to, compliance by the Contractor and all Subcontractors with all safety precautions and programs required by the Occupational Safety and Health Act, other applicable laws and regulations, the Contract Documents, and any insurance carrier providing insurance coverage for the Authority or the Contractor in connection with the Project. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

63 9.2 SAFETY OF PERSONS AND PROPERTY The Contractor shall take all necessary precautions for the safety of, and shall provide all protection necessary to prevent damage, injury or loss to:.1 all employees on the Work and all other persons or other entities who may be affected thereby;.2 all the Work and all materials and equipment to be incorporated therein, whether in storage on or off the site; and.3 other property of the Owner or others at the site or adjacent thereto, including personal property and equipment and trees, shrubs, lawns, walks, pavements, roadways, structures, improvements and utilities not designated for removal, relocation or replacement in the course of construction The Contractor shall give all notices and comply with all applicable laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the safety of persons or property or their protection from damage, injury or loss The Contractor shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying users of the Authority's facilities and owners and users of adjacent utilities and other improvements The Contractor shall promptly remedy all damage or loss (excluding damage or loss insured under the property insurance carried by the Authority, if any, as provided in the insurance requirements contained in the Contract Documents, but including losses within the deductibles of such insurance) to any property referred to in Subparagraph caused in whole or in part by the Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable and for which the Contractor is responsible under this Article 9, except to the extent that the damage or loss is attributable to the acts or omissions of the Authority or the Architect. The foregoing obligations of the Contractor are in addition to his obligations under Article The Contractor shall provide and maintain in good operating condition suitable and adequate fire protection equipment, and shall comply with all recommendations regarding fire protection made by the representatives of the insurance company or companies carrying insurance on the Work or by the local fire chief or fire marshal. The site shall be kept orderly and clean, and all combustible rubbish shall be removed from the site daily The Contractor shall take all necessary precautions to prevent loss or damage caused by vandalism, theft, burglary, pilferage, or unexplained disappearance of property of the Authority forming part of the Work, or located within those areas of the Project to which the Contractor has access. The Contractor shall have full responsibility for the security of such property of the Authority and shall reimburse the Authority for any such loss, damage or injury resulting from vandalism, theft, burglary, pilferage, unexplained disappearance or any other cause to the extent that the same is not covered by the Authority's insurance In the event the Contractor discovers any active utility line not previously disclosed in any survey, he shall cease all work in the immediate area which may affect such line and shall promptly notify the Authority, the Architect, and the affected utility company. The Contractor shall not restart work without notice from and approval of the Architect The Contractor shall protect all finished surfaces of the Work, including the jambs and soffits of all openings used as passageways or through which materials are handled, against any possible damage resulting from the conduct of Work by the Contractor or by any separate contractors. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

64 9.3 EMERGENCIES In any emergency affecting the safety of persons or property, the Contractor shall act, at its discretion, to prevent threatened damage, injury or loss and shall as promptly as conditions permit notify insurance carriers, the Authority and the Architect of the nature of the emergency and circumstances related thereto. Immediately thereafter, Contractor shall prepare a written report setting forth in detail the action taken and describing in detail all circumstances and conditions which are related to such action. Any additional compensation or extension of time claimed by the Contractor on account of emergency work shall be determined as provided in Article 11 for Changes in the Work. ARTICLE 10 - BONDS AND INSURANCE 10.1 PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND The Contractor shall furnish a performance bond for the full amount of the Contract Sum, and a labor and materials payment bond for the full amount of the Contract Sum, each in the form contained in the bid documents and naming the Authority as obligee, and each issued by a surety company licensed or authorized by the Commissioner of Insurance to do business under the laws of the Commonwealth of Massachusetts acceptable to the Authority, the premiums for which are included in the Contract Sum and shall be paid by the Contractor. These bonds shall remain in effect for the entire guarantee period. The guarantee period shall commence on the date of Substantial Completion, and shall expire 365 calendar days after that date, except as otherwise provided in the Contract Documents. All bonds shall be executed in the required number of counterparts and shall be submitted to the Authority for insertion into the Contract Documents prior to the execution of the Authority-Contractor Agreement CONTRACTOR'S LIABILITY INSURANCE The Contractor shall purchase and maintain such insurance as will protect him and the other parties specified or referred to in Subparagraph below from claims referred to below which may arise out of or result from the Contractor's operations under the Contract, whether such operations be by himself or by any Subcontractor or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable The Contractor shall purchase and maintain during the life of this Contract:.1 Insurance sufficient to discharge its obligations under all applicable workers' or workmen's compensation laws of the Commonwealth of Massachusetts and the United States..2 Employer's liability insurance with minimum limits of $500,000 per accident, $500,000 each employee (occupational disease), and $500,000 policy limit (occupational disease)..3 Statutory disability and other employee benefit insurance The Contractor shall purchase and maintain commercial general liability insurance covering the full scope of this Contract on an occurrence basis with limits not less than a combined single limit per occurrence of $1,000,000, $3,000,000 general aggregate for bodily injury and property damage; $1,000,000 aggregate for products/completed operations; and $1,000,000 per person for personal/advertising injury. All policies issued shall include permission for partial or total occupancy of the premises by the Authority within the scope of this Contract. Such insurance shall include at least the following:.1 Commercial general liability insurance, including all products, premises-operations, completed operations for at least three years following acceptance and final payment, independent contractors, additional interests of employees, incidental medical malpractice, and including notice of occurrence and knowledge of occurrence endorsements satisfactory to the Authority. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

65 .2 Comprehensive business automobile liability insurance covering use of any motor vehicle to be used in conjunction with this Contract and any other contract entered into by the Contractor. A compulsory Massachusetts automobile policy is acceptable for vehicles registered in Massachusetts only..3 Loading and unloading of any motor vehicle must be covered by endorsement to the automobile liability policy..4 Blanket contractual liability insurance covering all liabilities assumed under the Contract Documents, including, but not limited to, the Contractor's obligations under Article 5 of these General Conditions..5 Personal injury coverage, with no exclusions for liability assumed contractually or injury sustained by employees of the Contractor..6 Broad form coverage for damage to property of the Authority, as well as other third parties, while in the care, custody, or control of the Contractor, or resulting from completion of the Work..7 If applicable, coverage for the so-called "XCU" hazards (explosion, collapse of buildings, blasting, undermining, and damage to underground property) The Contractor shall also purchase and maintain umbrella form excess liability insurance on an occurrence basis containing a minimum total occurrence and aggregate limit of $5,000,000, for a total aggregate coverage under the basic policy and the umbrella policy of $8,000, Authority shall have the right to require that the coverages and limits of liability set forth in Subparagraph be expanded or raised if required by law, or if in the Authority's judgment economic conditions or other factors so warrant. If additional costs are incurred because of raised limits, the preapproved additional cost shall be added to the Contract Sum Insurance certificates acceptable to the Authority and the other additional insureds specified in Subparagraph below evidencing the above coverages are to be furnished the Authority and such other additional insureds by the Contractor's insurance company prior to commencement of the Work. Such certificates and all insurance policies required by this Article 10 shall contain provisions requiring at least 30 days' prior written notice to the Authority and to other certificate holders of any cancellation or non-renewal of or material change in the policies. Certificates shall indicate effective dates and dates of expiration of policies. An additional certificate evidencing continuation of all insurance coverages required to remain in force after final payment shall be submitted with the application for final payment, and neither final payment nor any remaining retainage under this Contract shall be due until such certificate has been submitted to the Authority. At the Authority's request the Contractor will furnish originals or certified copies of the policy or policies including all endorsements required to provide stated coverage All insurance policies provided pursuant to the foregoing provisions of these insurance requirements shall be written by companies licensed to do business in the Commonwealth of Massachusetts and shall be in form satisfactory to the Authority, and the Authority, the Architect and all other consultants of the Authority, and other parties as the Authority may identify by notice to the Contractor from time to time, shall each be named as additional insureds. All such policies shall contain provisions or endorsements necessary to assure coverage of claims by one insured against another. All required insurance policies are to be endorsed to state that the Contractor's and Subcontractors' policies shall be primary to all other insurance available to the Authority and other specified additional insureds for liability arising out of or resulting from the Contractor's operations under the Contract, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The Contractor shall bear all costs of any amounts deductible, retained or self-insured under the policies required to be maintained by the Contractor. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

66 10.3 PROPERTY INSURANCE The Authority shall purchase and maintain property insurance insuring against the perils of fire and extended coverage and including "all risk" insurance for physical loss or damage including, without duplication of coverage, theft, vandalism and malicious mischief, collapse (except as may be caused by design errors) upon all Work in place and all materials stored at the site to the actual cash value thereof, subject to a deductible amount of $100,000, protecting the interests of the Authority, the Contractor and all Subcontractors performing work at the site. The Authority shall have power to adjust and settle any loss with the insurers, using due diligence to protect the interests of the Contractor and Subcontractors. The Authority's property insurance will not cover any tools, equipment, materials, supplies, temporary structures or other property owned or rented by the Contractor or Subcontractors which is not to be incorporated in the Work. The Contractor and Subcontractors assume these excluded risks, and waive all rights they may have against the Authority for damage to such items, and any policy of insurance covering the Contractor's own tools, equipment, facilities and other property against loss by physical damage shall include an endorsement providing that the underwriters waive their rights of subrogation against the Authority. Upon request, the Authority will furnish the Contractor with a certificate of such insurance coverage The Authority, as trustee for the parties in interest, shall receive the proceeds of any insurance upon the occurrence of an insured loss, and shall distribute such proceeds in accordance with such agreement as the parties in interest may reach, or in accordance with an award or finding of a court of competent jurisdiction. If after such loss no other agreement is made, replacement of damaged work shall be covered by an appropriate Change Order The Contractor shall be completely responsible for the proper care and protection of the Work. The Contractor shall be responsible for all losses within the deductible specified above, and the Contractor shall promptly, and in any event so as not to delay the progress of the Work, replace or reimburse the Authority for any property to the extent loss or damage to such property is within the deductible The Authority and Contractor waive all rights against (i) each other and the Subcontractors, consultants, agents and employees each of the other, and (ii) the Architect and separate contractors, if any, and their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other perils to the extent covered by insurance obtained pursuant to this Paragraph 10.3 or any other property insurance applicable to the Work, except such rights as they may have to the proceeds of such insurance held by the Authority. The Authority or the Contractor, as appropriate, shall require of the Architect, separate contractors, and Subcontractors by written agreements, similar waivers each in favor of all other parties enumerated in this Subparagraph CHANGE ORDERS ARTICLE 11 - CHANGES IN THE WORK The Contract Sum and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor indicates his agreement therewith, including the adjustment, if any, in the Contract Sum or the Contract Time The Authority, without invalidating the Contract, may order Changes in the Work consisting of additions, deletions or other revisions, the Contract Sum and the Contract Time being adjusted accordingly, if necessary. All such Changes in the Work shall be authorized by Change Order, and shall be performed under the applicable conditions of the Contract Documents With respect to Change Orders upon the request of the Authority or the Architect, the Contractor shall submit to the Authority and the Architect, as soon as reasonably possible but in any event within fifteen days of the Contractor's receipt of a request therefor, an accurate written statement setting forth in detail, with a suitable breakdown for each trade and work classification, and including a breakdown of the items set forth in Subparagraph below, and of superintendence, overhead and profit, the Contractor's proposed increased or decreased cost as a result of such proposed Change Order. The Contractor shall state in such proposal any extension of time required for the completion of the Work if MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

67 the Change Order is approved, subject to the provisions of Paragraph 7.3. The Contractor shall promptly revise and resubmit such proposal if the Architect determines that the proposal is not in compliance with the requirements of this Article, or that it contains errors or ambiguities The amount by which the Contract Sum shall be adjusted as a result of a Change in the Work shall be determined in one or more of the following ways, at the election of the Authority:.1 by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;.2 by unit prices stated in the Contract Documents or subsequently agreed upon;.3 by cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or.4 by the method provided in Subparagraph If none of the methods set forth in Clauses , or is agreed upon, the Contractor, provided he receives a written order signed by the Authority, shall promptly proceed with the Work involved. The cost of such Work shall then be determined by the Architect on the basis of the reasonable expenditures and savings of those performing the Work attributable to the change (as set forth in Subparagraph ), and including, in the case of an increase in the Contract Sum, an allowance for overhead and profit as provided in Subparagraph In such case, and also in the case of changes with respect to which the cost or credit is determined under Clauses , and above, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data for inclusion in a Change Order. The Contractor shall review all quotations from Subcontractors and shall assure that pricing is fair and equitable before forwarding such proposed pricing to the Authority. Pending final determination of cost to the Authority, payments on account, if any, shall be made on the Architect's Certificate for Payment. The amount of credit to be allowed by the Contractor to the Authority for any deletion or change which results in a net decrease in the Contract Sum will be the amount of the actual net decrease in cost plus a reasonable allowance for profit, as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase or decrease, if any, with respect to that change If unit prices are stated in the Contract Documents or subsequently agreed upon, and if the quantities originally contemplated are so changed in a proposed Change Order that application of the agreed unit prices to the quantities of Work proposed will cause substantial inequity to the Authority or the Contractor, the applicable unit prices shall be equitably adjusted Costs of material and labor for Changes in the Work shall be limited to the following:.1 The net cost to the Contractor of all necessary materials, including transportation to the site..2 Cost of all necessary labor, in accordance with established wage rates, as evidenced by payroll records..3 Premium the Contractor has to pay for liability and other insurance and bonds directly required by reason of performance of such Change in the Work..4 Payments required to labor organizations under existing labor agreements, and directly required by reason of performance of such Change in the Work..5 State taxes for unemployment insurance and Federal taxes for Social Security required to be paid and directly required by reason of such Change in the Work..6 Taxes, if any, required to be paid on materials incorporated in such Work (subject, however, to the provisions of Paragraph 3.4). MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

68 .7 Maintenance, operation and rental of, or reasonable rental value of Contractor-owned, necessary plant and equipment other than small tools, and including gas, oil, coal, electric current and other forms of energy used, where directly required by reason of such Change in the Work Where the value of Work performed under a Change Order is determined by either a lump sum proposal or by the actual cost of Work as it progresses, the amount allowed to a Subcontractor who performs the Work for overhead and profit (the "mark-up") shall not exceed fifteen percent (15%) of the net cost of the Work. The mark-up allowed to a higher tier Subcontractor for overhead and profit shall not exceed seven percent (7%). The aggregate amount of all mark-ups to Subcontractors, regardless of the number of tiers of Subcontractors involved or the amount of the Change Order, shall not exceed twentytwo percent (22%). The maximum mark-up allowed to the Contractor shall be as specified in the Authority-Contractor Agreement. Such mark-ups shall include all costs and expenses not included in the cost of the Change in the Work specified in Subparagraph No mark-up shall be allowed on insurance or bond premiums or sales taxes CONSTRUCTION CHANGE AUTHORIZATIONS The Authority and the Architect may order the Contractor to proceed with changes in the Work consisting of additions, deletions or other revisions prior to incorporation thereof in the Contract by issuance of a Change Order. All such changes shall be authorized by Construction Change Authorizations, and shall be performed under the applicable conditions of the Contract Documents. The Construction Change Authorization shall include a description of the work involved and the basis for revision, if any, in the Contract Sum or Contract Time or both. The Contractor shall submit final costs for Work involved in accordance with Subparagraphs through , and request for change, if any, in the Contract Time, for review by the Architect and inclusion in a subsequent Change Order DIFFERING SUBSURFACE OR LATENT PHYSICAL CONDITIONS Pursuant to Section 39N of Chapter 30 of the Massachusetts General Laws, Changes in the Work based on concealed subsurface or latent conditions shall be in accordance with the following: If, during the progress of the Work, the Contractor or the Authority discovers that the actual subsurface or latent physical conditions encountered at the site differ substantially or materially from those shown on the plans or indicated in the Contract Documents, either the Contractor or the Authority may request an equitable adjustment in the contract price of the Contract applying to work affected by the differing site conditions. A request for such an adjustment shall be in writing and shall be delivered by the party making such claim to the other party as soon as possible after such conditions are discovered. Upon receipt of such a claim from the Contractor, or upon its own initiative, the Authority shall make an investigation of such physical conditions, and, if they differ substantially or materially from those shown on the plans or indicated in the Contract Documents or from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the plans and Contract Documents and are of such a nature as to cause an increase or decrease in the cost of performance of the Work or a change in the construction methods required for the performance of the Work which results in an increase or decrease in the cost of the Work, the Authority shall make an equitable adjustment in the contract price and the Contract Documents shall be modified in writing accordingly CLAIMS FOR ADDITIONAL COST OR DAMAGES If the Contractor wishes to make a claim for an increase in the Contract Sum by reason of any work performed or materials furnished by him or by reason of any event, circumstance, occurrence, direction or interpretation, or if he wishes to make a claim for damages by reason of any act or omission of the Authority or the Architect, he shall give the Architect and the Authority written notice thereof within twenty (20) days after the occurrence of the event giving rise to such claim, otherwise it shall be waived. Such notice shall be given by the Contractor before proceeding to execute the work involved, except in an emergency endangering life or property in which case the Contractor shall proceed in accordance with Paragraph 9.3. A written report by the Contractor setting forth the facts and reasons for proceeding under Paragraph 9.3 shall be submitted by him in support of his claim for relief under Paragraph 9.3. No such claim for an increase in the Contract Sum or any other matter described above shall be valid unless so made. If the Authority and the Contractor MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

69 cannot agree on the amount of the adjustment, if any, to the Contract Sum, or cannot agree upon any other matter giving rise to a claim, it shall be determined by the Architect, subject to the provisions of Article 16. Any change in the Contract Sum resulting from such a claim shall be effected by Change Order. Nothing contained in this Paragraph 11.4 shall be interpreted to permit or recognize a claim by the Contractor for any cost, damage or increase in the Contract Sum arising out of or based on a delay in the progress of the Work caused by any act or omission of the Authority or the Architect, or an employee of either, or a separate contractor, or by changes in the Work duly ordered by the Authority, or by unforeseeable causes beyond the control of the Contractor, which claims may be made only if and to the extent specifically permitted in and in accordance with Paragraph The Contractor understands that no officer, principal, employee, agent or other representative of the Authority or the Architect has authority to waive compliance with the notice provisions of this Paragraph PENALTIES FOR FALSE CLAIMS The attention of the Contractor and all Subcontractors is drawn to the following provisions of the Massachusetts General Laws:.1 Chapter 12, Section 5B Section 5B. Any person who: (1) knowingly presents, or causes to be presented, a false or fraudulent claim for payment or approval; (2) knowingly makes, uses, or causes to be made or used, a false recordor statement to obtain payment or approval of a claim by the commonwealth or any political subdivision thereof; (3) conspires to defraud the commonwealth or any political subdivision thereof through the allowance or payment of a fraudulent claim; (4) has possession, custody, or control of property or money used, or to be used, by the commonwealth or any political subdivision thereof and knowingly delivers, or causes to be delivered to the commonwealth, less property than the amount for which the person receives a certificate or receipt with the intent to willfully conceal the property; (5) is authorized to make or deliver a document certifying receipt of property used, or to be used, by the commonwealth or any political subdivision thereof and with the intent of defrauding the commonwealth or any political subdivision thereof, makes or delivers the receipt without completely knowing that the information on the receipt is true; (6) buys, or receives as a pledge of an obligation or debt, public property from an officer or employee of the commonwealth or any political subdivision thereof, knowing that said officer or employee may not lawfully sell or pledge the property; (7) enters into an agreement, contract or understanding with one or more officials of the commonwealth or any political subdivision thereof knowing the information contained therein is false; (8) knowingly makes, uses, or causes to be made or used, a false record or statement to conceal, avoid, or decrease an obligation to pay or to transmit money or property to the commonwealth or political subdivision thereof; or (9) is a beneficiary of an inadvertent submission of a false claim to the commonwealth or political subdivision thereof, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the commonwealth or political subdivision within a reasonable time after discovery of the false claim shall be liable to the commonwealth or political subdivision for a civil penalty of not less than $5,000 and not more than $10,000 per violation, plus three times the amount of damages, including consequential damages, that the commonwealth or political subdivision sustains because of the act of that person. A person violating sections 5B to 5O, inclusive, shall also be liable to the commonwealth or any political subdivision for the expenses of the civil action brought to recover any such penalty or damages, including without limitation reasonable attorney s fees, reasonable expert s fees and the costs of investigation, as set forth below. Costs recoverable under said sections 5B to 5O, inclusive, shall also include the costs of any review or investigation undertaken by the attorney general, or by the state auditor or the inspector general in cooperation with the attorney general. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

70 (10) Notwithstanding the provisions of paragraphs (1) to (9), inclusive, if the court finds that: (i) the person committing the violation of said paragraphs (1) to (9) furnished an official of the office of the attorney general responsible for investigating false claims law violations with all the information known to such person about the violation within 30 days after the date on which the person first obtained the information; (ii) such person fully cooperated with any commonwealth investigation of such violation; and (iii) at the time such person furnished the commonwealth with the information about the violation, no civil action or administrative action had commenced under sections 5B to 5O, inclusive, or no criminal prosecution had commenced with respect to such violation, and such person did not have actual knowledge of the existence of an investigation into such violation, the court may reduce the assessment of damages to the amount of damages, including consequential damages, that the commonwealth or any political subdivision thereof sustains because of the act of a person. (11) A corporation, partnership or other person is liable to the commonwealth under sections 5B to 5O, inclusive, for the acts of its agent where the agent acted with apparent authority, regardless of whether the agent acted, in whole or in part, to benefit the principal and regardless of whether the principal adopted or ratified the agent=s claims, representation, statement or other action or conduct. (12) Sections 5B to 5O, inclusive shall not apply to claims, records or statements made or presented to establish, limit, reduce, or evade liability for the payment of tax to the commonwealth, or any other governmental authority. (13) A person who has engaged in conduct described in paragraphs (1) to (9), inclusive, prior to payment shall only be entitled to payment from the commonwealth of the actual amount due less the excess amount falsely or fraudulently claimed..2 Chapter 266, Section 67B: Whoever makes or presents to any employee, department, agency or public instrumentality of the commonwealth, or of any political subdivision thereof, any claim upon or against any department, agency, or public instrumentality of the commonwealth, or any political subdivision thereof, knowing such claim to be false, fictitious, or fraudulent, shall be punished by a fine of not more than ten thousand dollars or by imprisonment in the state prison for not more than five years, or in the house of correction for not more than two and one-half years, or both MINOR CHANGES IN THE WORK The Architect will have authority to order minor Changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written Architect's Instructions, and shall be binding on the Authority and the Contractor. The Contractor shall carry out such Architect's Instructions promptly UNCOVERING OF WORK ARTICLE 12 - CORRECTION OF WORK If any portion of the Work should be covered contrary to the request of the Architect or contrary to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Architect, be uncovered for his observation and replaced at the Contractor's expense If any other portion of the Work has been covered which the Architect has not specifically requested to observe prior to being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work be found in accordance with the Contract Documents, the cost of uncovering and replacement shall, by appropriate Change Order, be charged to the Authority. If such Work be found not in accordance with the Contract Documents, the Contractor shall pay such costs unless MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

71 it be found that this condition was caused by the Authority or a separate contractor as provided in Article 6, in which event the Authority shall be responsible for the payment of such costs CORRECTION OF WORK The Contractor shall promptly correct all Work rejected by the Architect or the Authority as defective or as failing to conform to the Contract Documents, whether observed before or after Substantial Completion or Final Completion and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work, including compensation for the Architect's additional services made necessary thereby, and any loss, cost or damage to the Authority resulting from such failure or defect Without limiting any other rights which the Authority has hereunder or pursuant to law, if, within one year after the date of Substantial Completion of the Work or portion thereof designated by the Authority or within one year after acceptance by the Authority of designated equipment or within such longer period of time as may be prescribed by law or by the terms of any applicable guarantee or warranty required by or referred to in the Contract Documents, any of the Work is found to be defective or not in accordance with the Contract Documents, the Contractor shall correct such defective work promptly after receipt of a written notice from the Authority to do so (unless the Authority has previously given the Contractor a specific written acceptance of such condition) and shall reimburse the Authority for any expenses it shall have incurred in inspecting or testing such portion of the Work. The obligations provided in this Paragraph 12.2 shall survive termination of the Contract and the making of final payment hereunder The Contractor shall remove from the site all portions of the Work which are defective or nonconforming and which have not been corrected under Subparagraphs and , unless removal is specifically waived in writing by the Authority If the Contractor fails to correct defective or nonconforming Work as provided in Subparagraphs and , the Authority may correct it in accordance with Paragraph In addition, if the Contractor does not proceed with the correction of such defective or nonconforming work within a reasonable period of time (fixed by the Architect in writing) after receipt of a written notice from the Architect or the Authority to correct such Work, the Authority may remove it and may store the materials or equipment at the expense of the Contractor. If the Contractor does not pay the cost of such removal and storage within ten (10) days thereafter, the Authority may upon ten (10) additional days' written notice sell such Work at auction or at private sale and shall account for the net proceeds thereof, after deducting all the costs that should have been borne by the Contractor, including compensation for the Architect's additional services made necessary thereby. If such proceeds of sale do not cover all costs which the Contractor should have borne, the difference shall be charged to the Contractor and an appropriate Change Order shall be issued. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Authority The Contractor shall bear the cost of making good all work of the Authority or separate contractors destroyed or damaged by such correction or removal Nothing contained in this Paragraph 12.2 shall be construed to establish a period of limitation with respect to any other obligation which the Contractor might have under the Contract Documents or under law. The establishment of the time period of one year after the date of Substantial Completion or such longer period of time as may be prescribed by law or by the terms of any guarantee or warranty required by or referred to in the Contract Documents relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which his obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to his obligations other than specifically to correct the Work. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

72 In addition to the Contractor's warranty as provided in Subparagraph , the Contractor shall obtain and preserve for the benefit of the Authority manufacturer's warranties on materials, fixtures and equipment incorporated into the Work, and the Contractor shall prepare and execute a written guarantee and warranty applicable to all phases of the Work in accordance with the provisions of this Article and all other applicable provisions of the Contract Documents pertaining to warranties and guarantees, and shall also secure and pass through to the Authority written guarantees and warranties prepared in a similar manner from each Subcontractor engaged in the performance of the Work and, prior to Substantial Completion, shall deliver three (3) complete sets of all such guarantees and warranties to the Architect for review In the event that any work is performed to correct, repair or remedy any portion of the Work pursuant to any warranty or guarantee provided under the Contract Documents or otherwise available to the Authority, all such work, and all materials, equipment, supplies, appliances, fixtures and specialty devices requiring replacement during any guarantee period specified in the Contract Documents, shall be subject to a supplementary guarantee and warranty extending the guarantee period to cover all such work and all such items for the full guarantee period specified, beginning as of the date of acceptance of each such replacement item or element of work The warranty and guarantee provisions of this Article 12 shall be in addition to and not in limitation of any other warranties, guarantees or remedies allowed by law or the Contract Documents No additional charge shall be made by the Contractor or by any Subcontractor for attending meetings at the site to diagnose problems or to instruct the Authority's personnel in the proper operation or maintenance of the Work, or for making initial or seasonal adjustments (not including normal maintenance) of mechanical systems or other movable work during the applicable guarantee or warranty period (as it may be extended with respect to certain items pursuant to Subparagraph ). The Contractor shall provide such service promptly upon notice from the Authority. In case of emergency, service shall be provided as necessary to avoid loss or damage or to maintain normal use of the premises. The Contractor shall furnish to the Architect and to the Authority a list of names and telephone numbers, with a back-up name and telephone number, covering each area of potential emergency ACCEPTANCE OF DEFECTIVE OR NONCONFORMING WORK If the Authority prefers to accept defective or nonconforming Work, it may do so instead of requiring its removal and correction, in which case a Change Order will be issued to reflect a reduction in the Contract Sum where appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 - PARTIAL USE OR OCCUPANCY 13.1 AUTHORITY'S RIGHT TO USE AND OCCUPY The Authority shall have the right to use and occupy spaces, areas, systems and other portions of the Work prior to completion and acceptance of all the Work or of other portions of the Work, provided that in the opinion of the Architect such use or occupancy shall not interfere with the Contractor's operations nor delay him in completing the entire Work. Mutually acceptable arrangements shall be made between the Authority and the Contractor with regard to procedures, terms, and conditions governing the operation and maintenance of such services and facilities as may be utilized for the benefit of the Authority. The Authority will assume proportionate and reasonable responsibility for operation of systems, equipment and/or utilities required to provide such services, in part or in total, including proportionate and reasonable expenses of operation incidental thereto, and mutually acceptable arrangements shall be made as to guarantees and warranties affecting designated portions or elements of the Work associated therewith. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

73 13.2 PARTIAL USE NOT ACCEPTANCE The Authority's use or occupancy of such designated areas or portions of the Work prior to completion and acceptance of all or portions of the Work pursuant to Paragraph 13.1 shall not constitute acceptance of systems, materials, or elements of the Work which are not in accordance with the requirements of the Contract Documents, nor relieve the Contractor from his obligation to complete the Work, or his responsibility for loss or damage due to or arising out of defects in, or malfunctioning of, systems, materials, equipment, or elements of the Work, nor from other unfulfilled obligations or responsibilities of the Contractor under the Contract. If, however, damage results to such designated areas or portions of the Work, in whole or in part, from any act of the Authority, then the Authority will assume its proportionate responsibility for such damage, to the extent that such damage is not covered by insurance provided in accordance with the terms of the Contract Documents NO CLAIM FOR DELAY The Contractor shall make no claim for delay or extension of the Contract Time or for damages of any kind arising directly or indirectly out of the exercise by the Authority of the rights reserved under this Article 13. ARTICLE 14 - AUTHORITY'S RIGHT TO STOP THE WORK AND TO CARRY OUT THE WORK 14.1 AUTHORITY'S RIGHT TO STOP THE WORK If the Contractor fails, in the sole judgment of the Authority, to commence to correct and diligently pursue the correction of defective work as required by Paragraph 12.2 or fails to carry out the Work in accordance with the Contract Documents, the Authority may, by a written order of the Authority or by an agent specifically so empowered by the Authority and without prejudice to any other remedy the Authority may have, order the Contractor to stop the Work or any portion thereof, and the Contractor shall not thereafter incur any further cost or expense therefor without the Authority's prior written approval, until the cause for such order has been eliminated; however, this right of the Authority to stop the Work shall not give rise to any duty on the part of the Authority to exercise this right for the benefit of the Contractor or any other person or entity AUTHORITY'S RIGHT TO CARRY OUT THE WORK If the Contractor fails to perform the Work diligently and in a timely manner or defaults or neglects to carry out the Work in accordance with the Contract Documents or otherwise fails to perform his obligations under the Contract Documents, the Authority may, without prejudice to any other remedy it may have, make good such deficiencies, provided, however, that the Authority shall not take any action to perform the Work or to make good such deficiencies, except in the event of an emergency, unless the Contractor shall have failed, within seven (7) working days after receipt of written notice from the Authority or the Architect of such failure, default or neglect, to commence corrective action and thereafter to promptly and diligently pursue the corrective action to completion. If the Authority undertakes to make good such deficiencies, the Authority may take possession of the site or any portion thereof and possession and use of any and all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor in order to make good such deficiencies by whatever method it may deem expedient. The Authority shall not be liable for any depreciation, loss or damage to such materials, equipment or tools during such use thereof. Further, if the Authority undertakes to make good such deficiencies, an appropriate Change Order shall be issued deducting from the payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for the Architect's or other additional services made necessary by such default, neglect or failure and the Contract Sum shall be likewise reduced. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference with interest thereon as provided in Subparagraph to the Authority within thirty (30) days of receipt of an invoice therefor. Further, if the Contractor fails, within such seven (7) working day notice period, to commence corrective action and thereafter to promptly and diligently pursue correction of such deficiencies, or fails to carry out the Work in a timely manner in accordance with the Contract Documents, or if the Architect advises the Authority that the MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

74 Project cannot reasonably be completed by the Contractor within the Contract Time, then, at the request of the Authority, the Contractor's surety shall promptly complete the Work in accordance with the terms of the Contract Documents. ARTICLE 15 - TERMINATION OF THE CONTRACT 15.1 TERMINATION BY THE AUTHORITY If (i) a petition is filed by the Contractor, or against the Contractor with his consent, under any federal or state law concerning bankruptcy, reorganization, insolvency or relief from creditors; or (ii) such a petition is filed against the Contractor without his consent and is not dismissed within sixty (60) days; or (iii) the Contractor becomes insolvent or is generally not paying his debts as they become due; or (iv) the Contractor consents to the appointment of a receiver, trustee, liquidator, custodian or the like of the Contractor or of all or any substantial portion of his assets; or (v) a receiver, trustee, liquidator, custodian or the like is appointed with respect to the Contractor or takes possession of all or any substantial portion of his assets; or (vi) the Contractor makes an assignment for the benefit of creditors; or (vii) there has been a material adverse change in the financial condition of the Contractor; or (viii) the Contractor's bonding or surety company shall refuse to issue a labor or material payment or performance bond or other similar guarantee of performance with respect to the Contract; or (ix) due to the fault of the Contractor (and not due to causes beyond the Contractor's reasonable control): (a) the Work shall be unreasonably delayed or discontinued, or (b) the execution of the Work ceases for more than ten (10) days, or (c) the Work is delayed so that, in the Authority's judgment, the Work cannot be completed on or prior to the expiration of the Contract Time; (x) the Contractor defaults in his obligation to perform the Work in a skilled and expeditious manner or refuses or fails to supply sufficient labor, materials, equipment and facilities to assure the proper progress of the Work; (xi) the Contractor fails to make prompt payment to any Subcontractor(s), or for materials or labor, or fails to remove, by bonding or otherwise, any lien recorded by any Subcontractor or supplier against the Project or the site; (xii) the Contractor disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; or (xiii) the Contractor otherwise violates or fails to comply with any material provision of the Contract Documents: then, and in any such event, the Authority may, without prejudice to any other right or remedy, and after giving the Contractor seven (7) days' written notice, terminate the Contract and the employment of the Contractor and hold the Contractor and his sureties liable in damages for breach of the Contract, or may direct the Contractor to discontinue the Work or any designated portion thereof and take possession of the site or any portion thereof and possession and use of any and all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work or any portion thereof by whatever method it may deem expedient. In such case the Contractor shall not be entitled to receive any further payment until the Work is fully completed. The Authority shall not be liable for any depreciation, loss or damage to such materials, equipment or tools during such use thereof, nor thereafter prior to removal thereof by the Contractor after completion of the Work. The Authority may, at its option, require the Contractor's surety or sureties to complete the Work in accordance with the Contract Documents When the Work is fully completed, if the costs incurred by the Authority in finishing the Work, including the cost of any additional services of the Architect or others, when added to the payments made to the Contractor prior to termination, exceed the Contract Sum, the Contractor or its sureties shall pay the amount of such excess to the Authority with interest thereon from the date incurred by the Authority until paid by the Contractor at the rate of two percent (2%) in excess of the base prime rate of interest published from time to time by The First National Bank of Boston. If the sum of such costs and payments is less than the Contract Sum, the Contractor shall be paid for any costs, as certified by the Architect on the basis of his determination of "Cost of material and labor" under Subparagraph , incurred by the Contractor but not paid for prior to the termination, to the extent that such payment does not cause the total of payments to the Contractor when added to the cost of finishing the Work to exceed the Contract Sum. In case of such termination of the Contract pursuant to this Article 15, the Authority may, at its election, assume and become liable for obligations, commitments and unsettled claims that the Contractor has previously undertaken or incurred in good faith in connection with the Work. Without limiting the generality of the foregoing, the Authority shall have the right (but shall have no obligation) to assume and/or assign to a general contractor or construction manager or other third party who is qualified and MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

75 has sufficient resources to complete the Work, the rights of the Contractor under his subcontracts with any or all Subcontractors. In the event of such assumption or assignment by the Authority, no such Subcontractor shall have any claim against the Authority or such third party for Work performed by such Subcontractor or other matters arising prior to termination of the Contract, and the Authority or such third party, as the case may be, shall be liable only for obligations to the Subcontractor arising after such assumption. Should the Authority so elect, the Contractor shall execute and deliver all such documents and take all such steps, including the legal assignment of his contractual rights, as the Authority may require, for the purpose of fully vesting in itself the rights and benefits of the Contractor under such subcontracts or other obligations or commitments. All payments due the Contractor under the Contract shall be subject to a right of offset by the Authority for expenses and damages suffered by the Authority as a result of any default, acts or omissions of the Contractor Upon ten (10) days' written notice, the Authority shall have the right to cancel the Contract at any time whether or not any of the events specified in Subparagraph shall have occurred, and the Authority shall incur no liability to the Contractor or any other person by reason of such cancellation. Notwithstanding the preceding sentence, if such cancellation is not due in whole or in part to any fault of the Contractor, the Authority shall pay to the Contractor a sum equivalent to the unpaid value of the Work completed (based on the then-current Schedule of Values approved by the Authority), as of the date of the aforesaid notice of the Authority to cancel, including an amount equal to the reasonable profit attributable to the percentage of the Work completed as reasonably determined by the Authority CLAIMS AND DISPUTES ARTICLE 16 - DISPUTE RESOLUTION All claims, disputes or other matters in controversy between the Contractor and the Authority relating to the execution and progress of the Work or the interpretation of the Contract Documents, and any claims, disputes, and other matters in question relating to whether the Contractor's performance of the Work complies with the Contract Documents, which cannot be resolved by agreement between them, shall be referred to the Architect in writing, with a copy to the other party, for determination. The Architect shall afford both parties a reasonable opportunity to present evidence in support of their respective positions. The Architect shall render his decision in writing to each of the parties within a reasonable time. If there is no independent design professional serving as the Architect for this Contract, such claims, disputes and other matters shall be referred to the Executive Director of the Authority, for disposition in accordance with this Article No such claim, dispute or other matter in question shall constitute grounds for the Contractor to delay progress of the Work, and the Contractor shall carry on the Work and maintain its progress during consideration of any such claim, dispute or other matter by the Architect. The decision of the Architect with respect to any and all such claims, disputes or other matters in question shall be final and conclusive, provided that any party having complied with the provisions of Subparagraph , below, may file an action in a court of competent jurisdiction challenging the decision of the Architect or otherwise seeking final resolution of the claim, dispute or other matter in question, provided that (i) no such action may be brought until completion of all Work under this Contract, or earlier termination of this Contract, and (ii) all such actions, together with any other outstanding claims or disputes, shall be aggregated for trial in a single action The decision of the Architect on any such claim, dispute or other matter in question shall be final and binding upon the Authority and the Contractor, unless the Authority or the Contractor gives written notice to the other and to the Architect of its objection to such decision within ten (10) days after receipt by such aggrieved party of the Architect's decision and commences an action challenging the Architect's decision in a court of competent jurisdiction within the time permitted by law. If either party fails to give notice of objection to the Architect's decision within such ten-day period, he shall be conclusively deemed to have waived his right to object to such decision. If the Architect renders a decision after court proceedings have been commenced, such decision may be entered as evidence but will not supersede any such proceedings unless the decision is acceptable to all parties concerned. In any matter as to which litigation is instituted, the tribunal shall be entitled to award attorney's fees, costs, and expenses if it shall MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

76 determine that any party acted in a frivolous manner, exaggerated or inflated any claim or used dilatory tactics in any regard Prior to commencing litigation as to any claim, dispute or other matter in controversy, the parties shall discuss the possibility of resolution of such claim, dispute or controversy through non-binding mediation or other alternative dispute resolution methods. If the parties agree to mediation, the fees and expenses of the mediator shall be borne equally by the parties, unless otherwise agreed Pursuant to Massachusetts General Laws Chapter 30, Section 39J, notwithstanding any contrary provision of this Contract, no decision by the Authority or by the Architect on a dispute, whether of fact or of law, arising under this Contract shall be final or conclusive if such decision is made in bad faith, fraudulently, capriciously, or arbitrarily, is unsupported by substantial evidence, or is based upon error of law CONTRACT DOCUMENTS ARTICLE 17 - MISCELLANEOUS PROVISIONS The Contract Documents form the Contract for Construction and comprise the entire agreement between the parties hereto, and supersede all prior negotiations, representations and agreements, whether written or oral. Subject to the provisions of Article 5, the Contractor may not assign its rights or obligations under all or any portion of the Contract Documents nor shall the Contractor assign any moneys due or to become due under the Contract Documents without the written consent of the Authority, which consent may be withheld or granted in its sole discretion. Any such assignment without the written consent of the Authority shall be void and the assignee in such case shall acquire no rights in the Contract or to receive any moneys. Nothing contained in the Contract Documents shall be construed to modify or affect in any way the rights and obligations of the Authority and the Architect under any contract or agreement between the Authority and the Architect The Contract shall be governed by the laws of the Commonwealth of Massachusetts RIGHTS AND REMEDIES The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law No action or failure to act by the Authority, Architect or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing No consent or waiver, express or implied, by the Authority or the Architect to, or of, any breach of any covenant, condition or duty of the Contractor shall be construed as a consent to or waiver of any other breach of the same or any other covenant, condition or duty DECISIONS AND INTERPRETATIONS Pursuant to Massachusetts General Laws Chapter 30, Section 39P, in every case in which this Contract requires the Authority, any official, or the Architect to make a decision on interpretation of the Specifications, approval of equipment, material or any other approval, or progress of the Work, the decision shall be made promptly and, in any event, no later than thirty days after the written submission for decision; but if such decision requires extended investigation and study, the Authority, the official, or the Architect shall, within thirty days after the receipt of the submission, give the party making the submission written notice of the reasons why the decision cannot be made within the thirty-day period and the date by which the decision will be made. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

77 17.4 ANTI-BOYCOTT COVENANT The Contractor warrants, represents and agrees that during the time this Contract is in effect, neither it nor any affiliated company, as hereafter defined, participates in or cooperates with an international boycott, as defined in Section 999(b)(3) and (4) of the Internal Revenue Code of 1954, as amended, or engages in conduct declared to be unlawful by Section 2 of Chapter 151E, Massachusetts General Laws. If there shall be a breach in the warranty, representation and agreement contained in this paragraph, then without limiting such other rights as it may have the Authority shall be entitled to rescind this contract. As used herein, an affiliated company shall be any business entity or which at least 51% of the ownership interests are directly or indirectly owned by the Contractor or by a person or persons or business entity or entities directly or indirectly owning at least 51% of the ownership interest of the Contractor, or which directly or indirectly owns at least 51% of the ownership interests of the Contractor. This provision is included in the Contract pursuant to Commonwealth of Massachusetts Executive Order No RIGHT OF AUDIT The Governor of the Commonwealth of Massachusetts or his designee, the Secretary of Administration and Finance of the Commonwealth of Massachusetts, and the State Auditor or his designee shall have the right at reasonable times and upon reasonable notice to examine the books, records and other compilations of data of the Contractor and all Subcontractors which pertain to the performance of the provisions and requirements of this Contract. This provision is included in the Contract pursuant to Commonwealth of Massachusetts Executive Order No FINANCIAL RECORDS OF CONTRACTOR The provisions of this Paragraph 17.6 are included in this Contract pursuant to Massachusetts General Laws Chapter 30, '39R: (1) The Contractor shall make, and keep for at least six years after final payment, books, records, and accounts which in reasonable detail accurately and fairly reflect the transactions and dispositions of the Contractor, and (2) until the expiration of six years after final payment, the Office of Inspector General, and the Deputy Commissioner of Capital Planning and Operations shall have the right to examine any books, documents, papers or records of the Contractor or of his/her Subcontractors that directly pertain to, and involve transactions relating to, the Contractor or his/her Subcontractors, and if this contract is for an amount greater than one hundred thousand dollars, (3) the Contractor shall describe any change in the method of maintaining records or recording transactions which materially affect any statements filed with the Awarding Authority, including in his/her description the date of the change and reasons therefor, and shall accompany said description with a letter from the Contractor's independent certified public accountant approving or otherwise commenting on the changes, and (4) the Contractor has filed a statement of management on internal accounting controls as set forth in Subparagraph below prior to the execution of the Contract, and (5) the Contractor has filed prior to the execution of the Contracts and will continue to file annually, an audited financial statement for the most recent completed fiscal year as set forth in Subparagraph below Every Contractor awarded a contract for an amount greater than one hundred thousand dollars shall file with the Awarding Authority a statement of management as to whether the system of internal accounting controls of the Contractor and its subsidiaries reasonably assures that: MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

78 (1) transactions are executed in accordance with management's general and specific authorization; (2) transactions are recorded as necessary i. to permit preparation of financial statements in conformity with generally accepted accounting principles, and ii. to maintain accountability for assets; (3) access to assets is permitted only in accordance with management's general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action was taken with respect to any difference. Every Contractor awarded a contract for an amount greater than one hundred thousand dollars shall also file with the Awarding Authority a statement prepared and signed by an independent certified public accountant, stating that s/he has examined the statement of management on internal accounting controls, and expressing an opinion as to (1) whether the representations of management in response to this paragraph and Subparagraph above are consistent with the result of management's evaluation of the system of internal accounting controls and (2) whether such representations of management are, in addition, reasonable with respect to transactions and assets in amounts which would be material when measured in relation to the applicant's financial statements Every Contractor awarded a contract for an amount greater than one hundred thousand dollars by the Commonwealth or by any political subdivision thereof shall annually file with Commissioner of Capital Planning and Operations during the term of the contract a financial statement prepared by an independent certified public accountant on the basis of an audit by such accountant. The final statement filed shall include the date of final payment. All statements shall be accompanied by an accountant's report. Such statements shall be made available to the Awarding Authority upon request Records and statements required to be made, kept or filed under the provisions of M.G.L. c.30 '39R shall not be public records as defined in M.G.L. c.4 '7, and shall not be open to public inspection; provided, however, that such records and statements shall be made available pursuant to the provisions of Subparagraph (2) As used in this Paragraph 17.6, the following terms have the meanings set forth below: (1) "Contractor" means any person, corporation, partnership, joint venture, sole proprietorship, or other entity awarded a contract pursuant to section thirty-nine M of chapter thirty, sections forty-four A through H, inclusive, of chapter one hundred and forty-nine and sections thirty B through thirty P, inclusive, of chapter seven. (2) "Contract" means any contract awarded or executed pursuant to sections thirty B through thirty P, inclusive, of chapter seven [now sections 38A2 through 38O] and any contract awarded or executed pursuant to section thirty-nine M of chapter thirty, or sections forty-four A through H, inclusive, of chapter one hundred and forty-nine, which is for an amount or estimated amount greater than one hundred thousand dollars. (3) "Records" means books of original entry, accounts, checks, bank statements and all other banking documents, correspondence, memoranda, invoices, computer printouts, tapes, discs, papers and other documents or transcribed information of any type, whether expressed in ordinary or machine language. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

79 (4) "Independent Certified Public Accountant" means a person duly registered in good standing and entitled to practice as a certified public accountant under the laws of the place of his/her residence or principal office and who is in fact independent. In determining whether an accountant is independent with respect to a particular person, appropriate consideration should be given to all relationships between the accountant and that person or any affiliate thereof. Determination of an accountant's independence shall not be confined to the relationships existing in connection with the filing of reports with the awarding authority. (5) "Audit", when used in regard to financial statements, means an examination of records by an independent certified public accountant in accordance with generally accepted accounting principles and auditing standards for the purpose of expressing a certified opinion thereon, or, in the alternative, a qualified opinion or a declination to express an opinion for stated reasons. (6) "Accountant's Report", when used in regard to financial statements, means a document in which an independent certified public accountant indicates the scope of the audit which s/he has made and sets forth his/her opinion regarding the financial statements taken as a whole with a listing of noted exceptions and qualifications, or an assertion to the effect that an overall opinion cannot be expressed. When an overall opinion cannot be expressed the reason therefor shall be stated. An accountant's report shall include as a part thereof a signed statement by the responsible corporate officer attesting that management has fully disclosed all material facts to the independent certified public accountant, and that the audited financial statement is a true and complete statement of the financial condition of the contractor. (7) "Management", when used herein, means the chief executive officers, partners, principals or other person or persons primarily responsible for the financial and operational policies and practices of the contractor FALSE ENTRY The attention of the Contractor is called to Massachusetts General Laws Chapter 266, Section 67C, which provides: Any person who knowingly and willfully, directly or indirectly makes, or knowingly and willfully causes to be made, a false entry or omission of a true entry in any books, record or account subject to the provisions of section thirty-nine R of chapter thirty shall be punished by a fine of not more than five thousand dollars, or by imprisonment in the state prison for not more than five years, or in the house of correction for not more than two years, or both. MCCA c.149 Revised 9/22/ GENERAL CONDITIONS

80 SUPPLEMENTARY CONDITIONS The Massachusetts Convention Center Authority General Conditions of the Contract for Construction constitute the General Conditions of this Contract. These Supplementary Conditions supplement and amend the General Conditions. All provisions of the General Conditions not specifically amended, deleted or superseded by these Supplementary Conditions shall remain in full force and effect. ARTICLE 3 - CONTRACTOR'S RESPONSIBILITIES 3.3 LABOR AND MATERIALS Add the following at the end of Subparagraph 3.3.1: The Authority shall furnish, at no cost to the Contractor, power, light, heat, water and sanitary facilities within the Boston Convention and Exhibition Center to the extent necessary to perform the Work. Amend Subparagraph by deleting the first sentence and inserting in lieu thereof the following sentence: The Contractor will not be entitled to additional compensation for Work performed outside of regular working hours. The performance of Work outside of regular working hours is contemplated by the Project Schedule and is reflected in the Contract Sum. In the event that the Contractor submits a proposal pursuant to Paragraph 2(f) of the Specifications for work not covered by the Contract Sum, such proposal shall include, at the request of the Authority, the cost of performing such work outside of regular working hours. Delete Subparagraph and substitute the following: The Contractor shall have the responsibility for the proper identification, removal and disposal of (i) used lubricants, hydraulic fluids, and any other waste materials consisting of or containing hazardous materials; and (ii) any equipment or fixtures, or components thereof, incidentally containing hazardous materials. The contractor shall arrange for the legal disposal of hazardous materials, and shall provide to the Authority documentation that such materials have been disposed of legally SUPPLEMENTARY CONDITIONS

81 SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES The following provisions are severable, and if any of these provisions shall be held unconstitutional by any court of competent jurisdiction, the decision of such court shall not affect or impair any of the remaining provisions or any other provisions of the Contract. I. DEFINITIONS AND GOALS A. Definitions 1. Minority Business Enterprise (MBE). A business concern which is owned and controlled by one or more minority individuals. For purposes of this provision, owned and controlled means a business: (a) which is at least fifty-one percent (51%) owned by one or more minority individuals, or in the case of a corporate form of organization, minority principals must hold at least fifty-one percent (51%) of each class of each class of stock; (b) the minority owners shall demonstrate that they have dominant control over management; (c) the business has not been established solely for the purpose of taking advantage of a special program which has been developed to assist minority businesses. (d) In the case of a joint venture between a minority business meeting the requirements of clauses (a) to (c), inclusive, and a non-minority business, the joint venture shall be found to be a minority if the minority business meeting the requirements of said clauses (a) to (c) inclusive, shall have more than one-half control over management of the project bid upon and shall have the right to receive more than one-half of the profits deriving from that project. 2. Women Business Enterprise (WBE). A business concern which is owned and controlled by one or more women meeting the requirement set forth in clauses 1 (a) to 1 (d) inclusive, of the definition of minority business enterprise, except that the terms women, women owners, and women owned business, shall be substituted for the terms minority and minority persons, minority owners, and minority business appearing in the definition. 3. Certification Letter. A letter or other document issued by SDO certifying, confirming or otherwise establishing the status of the subject contractor as an MBE or WBE. 4. Commission. The Massachusetts Commission Against Discrimination, or an officer, employee or agent thereof designated by the Commission for the particular purpose involved. 5. Contract. The Engagement Agreement for Consulting Services between MCCA and the Contractor, and any other contract entered into by MCCA for services for the Project in which these Special Provisions are expressly incorporated. 6. Contractor. The entity selected by MCCA for award of the Contract. SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 1

82 7. Fee. The fee specified in the Contract as compensation to the Contractor. 8. Letter of Intent. A document to be signed by a principal of a Minority Business Enterprise or Women Business Enterprise with respect to certain work under the Contract, in the form attached to these Special Provisions or other form specified or approved by MCCA. 9. MCCA. The Massachusetts Convention Center Authority or an officer, employee or agent thereof designated by the MCCA for the particular purpose involved. 10. Minority. Any citizen or lawful permanent resident of the United States who comes within one or more of the following definitions: (a) Native American or American Indian means all persons having origin in any of the original peoples of North America and who are recognized as Native American by a tribe or tribal organization. (b) Asian means all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent, or the Pacific Islands, including but not limited to China, Japan, Korea, Samoa, India and the Philippine Islands. (c) African American or Black means all persons having origins in any of the Black groups of Africa, and all persons having origins in any of the original peoples of the Cape Verdian Islands. (d) Western Hemisphere Hispanic means all persons having origins in any of the Spanish-speaking peoples of Mexico, Puerto Rico, Cuba, Central or South America or the Caribbean Islands. (e) Eskimo or Aleut means all persona having origins in any of the peoples of Northern Canada, Greenland, Alaska, and Eastern Siberia. 11. Performance. The provision of services, labor, labor and materials, equipment, supplies or materials pursuant to a contract or subcontract in connection with the services described in the Contract. 12. Percentage Participation. The ratio of (i) the actual dollar amount to be paid to an M/WBE for work performed under the Contract to (ii) the total Fee under the Contract. 13. RFP. The Request for Proposals issued by MCCA soliciting applications or proposals from firms interested in performing consulting services for the Project. 14. Women. Any citizens or lawful permanent residents of the United States who are of the female gender. SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 2

83 15. Words used in these Special Provisions and not otherwise defined herein shall have the meanings assigned in the Contract. B. Goals Subject to the terms of these Special Provisions, the following M/WBE participation goals shall apply to the Contract: M/WBE combined participation goal: 10.4% In fulfilling the combined goal, the Contractor must include a reasonable representation of both MBE and WBE firms that meets or exceeds the combined goal. In cases where the Prime Contractor is an SDO certified MBE or WBE, the prime contractor must bring a reasonable amount of participation by a firm or firms that hold the certification which is not held by the prime contractor on the project. If the Contractor is not itself an MBE or WBE, then M/WBE participation credit will be given for the value of any work under the Contract that is actually performed by each MBE or WBE subcontractor or subconsultant (hereafter subcontractors ) to the Contractor. Proposed participation on projects which consists solely of either an MBE or WBE representing 100% of the overall combined goal will not be considered reasonable participation A. If the Contractor is a joint venture with one or more MBE/WBE joint ventures, M/WBE participation credit shall be given to the joint venture as follows: (1) If the joint venture is certified by SDO as an MBE or WBE. MBE/WBE Participation credit shall be given in an amount equal to the entire Contract Price. (2) If the joint venture is not certified as an MBE or WBE by SDO. MBE/WBE participation credit shall be given to the joint venture for the value of the Work that is performed by the M/WBE joint venture(s), and for the value of the Work that is actually performed by each MBE or WBE subcontractor or sub-subconsultant. B. If a M/WBE supplies, but does not install equipment or materials, M/WBE participation credit shall be given only if the M/WBE supplier is regularly engaged in sales of equipment or supplies to the construction industry from an established place of business. M/WBE participation credit shall be given the full amount of the purchase order only if the M/WBE supplier manufactures the goods or substantially alters them before resale. Otherwise, a contractor may count toward its M/WBE goal 60 percent of the total bid price for its expenditures of its materials and supplies required under a contract and obtained from a M/WBE regular supplier. C. Establishing MBE/WBE Status SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 3

84 (1) A minority owned business shall be considered as an MBE only if it has been certified as a minority business enterprise by the state Supplier Diversity Office ( SDO ). (2) A women owned business shall be considered as a WBE only if it has been certified as a minority business enterprise by the state Supplier Diversity Office ( SDO ). (3) Certification as a disadvantaged business enterprise ( DBE ), certification as MBE/WBE by any agency other than SDO, or submission of an application to SDO for certification as an M/WBE shall not confer M/WBE status on a firm for the purposes of this Contract. II. CONTRACT COMPLIANCE Within thirty (30) days after the award of this Contract, the Contractor shall (i) execute a subcontract with each M/WBE subcontractor which has executed a Letter of Intent Approved by MCCA(ii) furnish MCCA with a signed copy of each such subcontract and sub-subcontract. All M/WBE Certification Letters must be current and updated. If during the term of the Contract a previously listed M/WBE is deemed ineligible for certification by SDO, or if a firm s M/WBE designation is rescinded for any reason, the Contractor shall, if requested by MCCA, propose a replacement M/WBE consistent with the provisions of these Special Provisions. A. Performance of Contract work by M/WBEs 1. The Contractor shall not perform with its own organization or subcontract or assign to any other firm work designated to be performed by any M/WBE Work without the prior written approval of MCCA, nor shall any M/WBE assign or subcontract to any other firm, or permit any other firm to perform any of its M/WBE Work without the prior written approval of MCCA. ANY SUCH UNAPPROVED ASSIGNMENT, SUBCONTRACTING, SUB- SUBCONTRACTING, OR PERFORMANCE OF M/WBE WORK BY OTHERS SHALL BE A CHANGE IN THE M/WBE WORK FOR THE PURPOSES OF THIS CONTRACT. MCCA SHALL NOT APPLY TO THE M/WBE PARTICIPATION GOAL(S) ANY SUMS ATTRIBUTABLE TO SUCH UNAPPROVED ASSIGNMENTS, SUB-CONTRACTS, SUB- SUBCONTRACTS, OR PERFORMANCE OF M/WBE WORK BY OTHERS. 2. The Contractor shall be responsible for monitoring the performance of M/WBE Work to ensure that each scheduled M/WBE performs its own M/WBE Work with its own workforce. 3. The Contractor and each M/WBE shall provide the MCCA with all information and documentation that the MCCA determines is necessary to ascertain whether or not a M/WBE has performed its own M/WBE Work. At the discretion of the MCCA, failure to submit such SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 4

85 documentation to the MCCA shall establish conclusively for the purpose of giving M/WBE participation credit under this Contract that such M/WBE did not perform such work. 4. With each progress payment request submitted by the Contractor to the MCCA, the Contractor must provide the Contractor Progress Payment Report indicating the value of payments for each M/WBE firm for that period. 5. The Contractor shall periodically submit to MCCA a completed and executed Contractor Certification of Payment to Minority and Women Business Enterprises in the form attached to these Special Provisions. MCCA shall establish the schedule for submitting such certifications, which shall not be less often than quarterly. 6. The Contractor and each M/WBE shall provide MCCA with all other information and documentation that MCCA determines is necessary to ascertain whether or not an M/WBE has performed its own M/WBE Work. 7. At the discretion of MCCA, the failure of the Contractor to submit a required Contractor s Certification of Payment to Minority and Women Business Enterprises or any other documentation that MCCA has determined is necessary to ascertain whether or not an M/WBE has performed its own M/WBE Work shall establish conclusively for the purpose of giving M/WBE participation credit under this Contract that such M/WBE did not perform such work. 8. The provisions of the Contract concerning subcontracting are incorporated by reference into these provisions. Standard MCCA procedures on approval of subcontractors will continue to apply. The MCCA retains the right to approve or disapprove all subcontractors. 9. During the term of the Contract, the Contractor s fulfillment of the requirements stated in the Section II A. above shall be determined with reference to the Fee established in the Contract executed with the MCCA. If the Fee increases after execution of the Contract due to additional services or other adjustments, MCCA may, but is not obligated to, require the Contractor to subcontract additional work or to purchase additional goods and services from M/WBEs in order to comply with the percentage goals stated in Section I B. above. B. Notification of Changes in M/WBE Work If at any time during the performance of the Contract the Contractor determines or has reason to believe that (i) a contracted M/WBE is unable or unwilling to perform its M/WBE Work, or (ii) there has been or will be a change in the value or scope of any M/WBE Work, or that a party different from the scheduled M/WBE will perform all or part of such work, or (iii) the Contractor will be unable to meet the M/WBE participation goals for this Contract for any reason, the Contractor shall notify MCCA in writing of such circumstances immediately. Any notice that there will be a change in the value or scope of M/WBE Work or that a party different from the scheduled M/WBE will be performing such work, that is given to MCCA pursuant to this Section II B. shall include a revised Schedule of M/WBE Participation and SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 5

86 additional or amended Letters of Intent and subcontracts, as the case may be, all of which shall be subject to the approval of MCCA. C. Actions Required if There is a Reduction in M/WBE Participation 1. In the event there is a change or reduction in any M/WBE Work which will result in the Contractor failing to meet the M/WBE participation goals for this Contract, other than a reduction in M/WBE Work resulting from a change in the Contract work ordered by MCCA, then the Contractor shall immediately make a diligent, good faith effort to make up the shortfall in M/WBE participation as follows: (a) The Contractor shall identify all items of work remaining to be performed under the Contract that may be made available for subcontracting to M/WBEs and shall send a list of such items of work to MCCA for its approval. The Contractor shall also send the MCCA a list of the remaining items of Contract work that may not be made available to M/WBEs in the Contractor s opinion, and a statement of the reason why each such item of work may not be made available for subcontracting to M/WBEs. (b) The Contractor shall send written notices soliciting proposals to perform the items of work that may be made available for subcontracting to M/WBEs to all M/WBEs qualified to perform such work. The Contractor shall advise MCCA of (i) each M/WBE solicited, and (ii) each M/WBE listed in the SDO directory under the applicable category of work who was not solicited and the reasons therefore. The Contractor shall also advise MCCA of the dates notices were mailed and provide a copy of the written notice(s) sent. (c) The Contractor shall make reasonable efforts to follow up the written notices sent to M/WBEs with telephone calls or personal visits in order to determine with certainty whether the M/WBEs are interested in performing the work. Phone logs or other documentation must be submitted to MCCA evidencing this effort. (d) The Contractor shall make reasonable efforts to assist M/WBEs that need assistance in obtaining insurance, bonds, or lines of credit in order to perform work under the Contract, and shall provide MCCA with evidence that such efforts were made. (e) The Contractor shall provide MCCA with a statement of the response received from each M/WBE solicited, including the reason for rejecting any M/WBE which submitted a proposal. (f) The Contractor shall take any additional measures reasonably requested by MCCA to meet the M/WBE participation goal(s) established for this Contract, including, without limitation, placing advertisements in appropriate media and trade association publications announcing the Contractor s interest in obtaining proposals from M/WBEs, and/or sending written notification to M/WBE economic development assistance agencies, trade groups and SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 6

87 other organizations notifying them of the project and of the work available to be subcontracted by the Contractor t to M/WBEs. 2. The Contractor shall submit to MCCA all information or documentation that is necessary in the judgment of MCCA to ascertain whether or not the Contractor has complied with any of the provisions of this Section. 3. If the Contractor is unable to meet the M/WBE participation goals for this Contract after complying fully with each of the requirements of paragraphs (1) and (2) above, and the Contrator is otherwise in fully compliance with the terms of these Special Provisions, the MCCA may reduce the MBE/WBE participation goals for this Contract to the extent that such goals cannot be achieved. D. Suspension of Payment and/or Performance for Noncompliance 1. If at any time during the performance of the Contract, MCCA determines or has reason to believe that (i) there has been a change or reduction in any M/WBE Work which will result in the Contractor failing to meet the M/WBE participation goals for this Contract, other than a reduction in M/WBE Work resulting from a change in the Contract work ordered by MCCA, and (ii) the Contractor has failed to comply with all of the terms and conditions of Section II A. through C. above, MCCA may: (a) suspend payment to the Contractor of an amount equal to the value of the work which was to have been performed by a M/WBE pursuant to the Contractor s Schedule of M/WBE Participation but which was not so performed, in order to ensure that sufficient Contract funds will be available if liquidated damages are assessed pursuant to Section II E. below, and/or (b) suspend the Contractor s performance of this Contract in whole or in part. 2. MCCA shall give the Contractor prompt written notice of any action taken pursuant to paragraph 1 above and shall give the Contractor and any other interest party, including any M/WBEs, an opportunity to present evidence to MCCA that the Contractor is in compliance with the requirements of these Special Provisions or that there is some justifiable reason for waiving the requirements of these Special Provisions in whole or in part. MCCA may invite SDO or the Commission to participate in any proceedings undertaken pursuant to this paragraph. 3. Upon a showing that the Contractor is in full compliance with the requirements of these Special Provisions, or that the Contractor has met or will meet the M/WBE participation goals for this Contract, MCCA shall release any funds withheld pursuant to clause (a) of paragraph 1 and lift any suspension of the Contractor s performance under clause (b). SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 7

88 E. Liquidated Damages; Termination 1. If payment by MCCA or performance by the Contractor is suspended by MCCA as provided in Section II D. above, MCCA shall have the following rights and remedies if the Contractor thereafter fails to take all action necessary to bring the Contractor into full compliance with the requirements of these Special Provisions or, if full compliance is no longer possible because the default of the Contractor is no longer susceptible to cure, if the Contractor fails to take such other action as may be required to meet the M/WBE participation goals set forth in Section I B.: (a) MCCA may terminate the Contract, and/or (b) MCCA may retain from final payment to the Contractor as liquidated damages, an amount not to exceed the difference between the total amount of M/WBE participation based on the goals set forth in Section I B. of these Special Provisions, and any amounts paid or owing to M/WBE s for M/WBE Work actually performed by them under this Contract, the parties agreeing that the damages for failure to meet the M/WBE participation goals are difficult to determine and that the foregoing amount to be retained by MCCA represents the parties best estimate of such damages. Any liquidated damages will be assessed separately for MBE and WBE participation. 2. Before exercising its rights and remedies hereunder, MCCA may, but MCCA shall not be obligated to, give the Contractor and any other interested party another opportunity to present evidence to MCCA that the Contractor is in compliance with the requirements of these Special Provisions or that there is some justifiable reason for waiving the requirements of these Special Provisions in whole or in part. MCCA may invite SDO or the Commission to participate in any proceedings undertaken hereunder. F. MCCA s Right to Waive Special Provisions in Whole or in Part MCCA reserves the right to waive any provision or requirement of these Special Provisions if MCCA determines that such waiver is justified and in the public interest. No such waiver shall be effective unless in writing and signed by MCCA s Affirmative Marketing Construction Officer. No other action or inaction by MCCA shall be construed as a waiver of any Provision of these Special Provisions. SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 8

89 Forms and Submittals TITLE Schedule of M/WBE Participation Letter(s) of Intent Current Certification Letter(s) Signed Copy of Each Subcontract with Approved M/WBE Contractor s Certification of Payment to Minority and Women Business Enterprises SUBMITTAL Due from Contractor applicant no later than five (5) working days of the opening of General Bids. Completed by M/WBE, and submitted by the General Bidder within five (5) workings day of the opening of General Bids or by Filed Sub-bidder with its bids. Same as above. Due from Contractor within thirty (30) days after the award of Contract. Due from the Contractor on a periodic basis established by MCCA. SUPPLEMENTARY PROVISIONS FOR PARTICIPATION BY MINORITY-OWNED AND WOMAN-OWNED BUSINESSES (revised 9/2014) 9

90 MASSACHUSETTS CONVENTION CENTER AUTHORITY SCHEDULE OF M/WBE PARTICIPATION Project Number Project Location Project Name A. Filed Sub-bidders utilizing MBE/WBE firms, and MBE/WBE Sub-bidders - attach to Filed Sub-bid. B. General Contractor must submit to the MCCA within five (5) working days of the opening of General Bids. BIDDER CERTIFICATION: The Bidder agrees that if awarded the contract it will expend at least the amount of the contract set forth below for MBE/WBE participation. For purposes of this commitment, the MBE and WBE designation means that a business has been certified by SDO as either a MBE, WBE or MBE/WBE. The Bidder must indicate the MBE/WBE firms it intends to utilize on the project as follows (attach additional sheets if necessary): Company Name & Address 1. MBE or WBE Describe M/WBE Scopes of Work (clarify Labor Only, Material Only or Labor and Material ) Supplier or Subcontractor/Subconsultant. If Supplier, Indicate Total Value of Supplies (60% of total Counts toward Participation) Total Dollar Value of Participation M/WBE Goal: $ Total Dollar Value of M/WBE Commitment: $ The undersigned hereby certifies that he/she has read the terms and conditions of the contract with regard to M/WBE participation and is authorized to bind the Bidder to the commitment set forth above. Name of Firm Business Address Print Name Authorized Signature Title Telephone No. Fax No. Date

91 MASSACHUSETTS COVENTION CENTER AUTHORITY LETTER OF INTENT (To be completed by MBE/WBE, and submitted by the General Bidder to the MCCA within five (5) working days of the opening of General Bids or by Filed Sub-bidder with its bid.) Project Number Project Name Project Location To Name of General Bidder/Sub-bidder Indicate SDO Certification: MBE WBE M/WBE WARNING: Misrepresenting your firm s SDO certification may result in disqualification from this and other MCCA funded projects. 1. This firm intends to perform work in connection with the above project. 2. This firm is currently certified by SDO to perform the work identified below, and has not changed its minority/women ownership, control, or management without notifying SDO within thirty (30) days of such a change. 3. This firm understands that if the General Bidder/Sub-bidder referenced above is awarded the contract, the Bidder intends to enter into an agreement with this firm to perform the activity described below for the prices indicated. This firm also understands that the above referenced firm, as General Bidder/Sub-Bidder, will make substitutions only as allowed by the terms of the Contract. 4. This firm understands that under the terms of the contract, only work actually performed by a M/WBE will be credited toward M/WBE participation goals, and this firm cannot assign or subcontract out any of its work without prior written approval of the MCCA, and that any such assignment or subcontracting will not be credited toward M/WBE participation goals. M/WBE PARTICIPATION Section/Item Number (If Applicable) Describe M/WBE Scopes of Work (Clarify Labor Only:, Material Only or Labor and Material ) If Supplier, Indicate Total Value of Supplies (60% of Total Counts Toward Participation) Dollar Value of Participation Please advise MCCA immediately if either party attempts to renegotiate the above. Total Dollar Value: $ Name of MBE/WBE Firm Business Address Print Name Authorized Signature Title Telephone No. Fax No.

92 Date MASSACHUSETTS CONVENTION CENTER AUTHORITY CONTRACTOR S CERTIFICATION OF PAYMENT TO MINORITY AND WOMEN BUSINESS ENTERPRISES Project Number: Project Name: Project Location: Date: Periodical Payment No.: General Contractor: MBE and/or WBE: One copy of this report is to be submitted for each Minority Business Enterprise (MBE) and/or Women Business Enterprise (WBE) at the time of submitting a request for payment. Copies of the report must be sent to the Minority Business Enterprise (MBE) and/or Women Business Enterprise (WBE) named above and to the MCCA. 1. The total price to be paid to the above-named Minority Business Enterprise and/or Women Business Enterprise : $ 2. The amount remitted to the Minority Business Enterprise and/or Women Business Enterprise as of the above date for work performed under this project: $ 3. Balance due the Minority Business Enterprise and/or Women Business Enterprise as of the above date for work performed under the above-named project: $ 4. Comments or explanation of amounts indicated under items 1 and 2 above: 5. We hereby certify that the information supplied herein (including pages attached) is correct and complete. General Contractor: Minority and/or Women Business Enterprise (Signed) (Signed) (Title) (Title) (Date) (Date)

93 Project/Contract Name: Date of Authority-Contractor Agreement: MASSACHUSETTS CONVENTION CENTER AUTHORITY PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS, that we with a place of business at, as Principal (the "Principal"), and, a corporation licensed or authorized by the Commissioner of Insurance to do business in the Commonwealth of Massachusetts, with a place of business at, as Surety (the "Surety"), are held and firmly bound unto the Massachusetts Convention Center Authority, 415 Summer Street, Boston, Massachusetts 02210, as Obligee (the "Obligee"), in the sum of Dollars ($ ) lawful money of the United States of America, to be paid to the Obligee, for which payment, well and truly to be made, we bind ourselves, our respective heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has made a contract with the Obligee bearing the date specified above for the Project specified above, which Contract is attached hereto and, together with all the Contract Documents referred to therein, is incorporated herein by this reference and is referred to herein as the Contract. NOW THE CONDITION of this obligation is such that if the Principal shall well and truly keep and perform all the undertakings, covenants, agreements, terms and conditions of said Contract and any extensions thereof that may be granted by the Obligee, with or without notice to the Surety, and during the life of any guaranty or warranty required under the Contract, and shall also well and truly keep and perform all the undertakings, covenants, agreements, terms and conditions of any and all duly authorized modifications, alterations, changes or additions to the Contract that may hereafter be made, notice to the Surety of such modifications, alterations, changes or additions being hereby waived, then this obligation shall become null and void; otherwise it shall remain in full force and effect. WHENEVER the Principal shall be, and declared by the Obligee to be, in default under the Contract, the Surety hereby further agrees that the Surety shall, if requested by the Obligee, promptly complete the Contract in accordance with its terms and conditions. In witness whereof we hereunto set our hands and seals this day of,. [Principal] [Surety] By: (seal) By: (seal) (Title) (Title) Surety Agent: Address: Telephone: PERFORMANCE BOND

94 Project/Contract Name: Date of Authority-Contractor Agreement: MASSACHUSETTS CONVENTION CENTER AUTHORITY LABOR AND MATERIAL PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS, that we with a place of business at, as Principal (the "Principal") and, a corporation licensed or authorized by the Commissioner of Insurance to do business in the Commonwealth of Massachusetts, as Surety (the "Surety"), are held and firmly bound unto the Massachusetts Convention Center Authority, 415 Summer Street, Boston, Massachusetts 02210, as Obligee (the "Obligee"), in the sum of Dollars ($ ) lawful money of the United States of America, to be paid to the Obligee, for which payment, well and truly to be made, we bind ourselves, our respective heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has made a contract with the Obligee bearing the date specified above for the Project specified above, which Contract is attached hereto and, together with all the Contract Documents referred to therein, is incorporated herein by this reference and is referred to herein as the Contract. NOW THE CONDITION of this obligation is such that if the Principal shall pay for all labor performed or furnished and for all materials used or employed in the Contract and in any and all duly authorized modifications, alterations, extensions of time, changes or additions to the Contract that may hereafter be made, notice to the Surety of such modifications, alterations, extensions of time, changes or additions being hereby waived, the foregoing to include any other purposes or items set out in, and to be subject to, the provisions of Massachusetts General Laws, Chapter 30, Section 39A, and Chapter 149, Section 29, as amended, which provisions are hereby incorporated in this bond, then this obligation shall become null and void; otherwise it shall remain in full force and effect. In witness whereof we hereunto set our hands and seals this day of,. [Principal] [Surety] By: (seal) By: (seal) (Title) (Title) Surety Agent: Address: Telephone: MCCA c.149; LABOR AND MATERIAL PAYMENT BOND

95 STATEMENT OF STATE TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I, [Name and Title], authorized signatory for [Contracting Party], whose principal place of business is at [Address], do hereby certify under the pains and penalties of perjury that [Contracting Party] has complied with all laws of the Commonwealth relating to taxes. Authorized Signature Date STATEMENT OF MCCA c STATE TAX COMPLIANCE

96 AFFIDAVIT OF COMPLIANCE AND VOTE OF CORPORATION Massachusetts Business Corporation Foreign (non-mass.) Corp. Non-Profit Corporation I,, President/Clerk of [Name of Corporation] whose principal office is located at hereby certify that the above named corporation has filed with the Massachusetts Secretary of State all certificates and annual reports required by Chapter 156B, Section 109 (business corporation), by Chapter 181, Section 4 (foreign corporation) or by Chapter 180, Section 26A (non-profit corporation) of the Massachusetts General Laws. do SIGNED UNDER THE PENALTIES OF PERJURY this day of, 20 Signature of Responsible Corporate Officer Title If a corporation, complete below or attach to each signed copy of the Contract a notarized copy of vote of corporation authorizing the signatory to sign this Contract. At a duly authorized meeting of the Board of Directors of on [Date] at which all the Directors were present or waived notice, it was VOTED, that, [Name of Corporation] held [Name] [Office] of this corporation be and hereby is authorized to execute contracts, bonds and other instruments in the name and behalf of said corporation and affix its corporate seal thereto, and such execution of any contract or other instrument or obligation in this corporation's name on its behalf by such of the corporation, shall be valid and binding upon this corporation. [Officer] I hereby certify that I am the Clerk of is the duly elected [Name] [Office] of said corporation, and that the above vote has not been amended or rescinded and remains in full force and effect as of the date of this Contract. A true copy, ATTEST Clerk Place of Business Corporate Seal AFFIDAVIT OF COMPLIANCE

97 WEEKLY PAYROLL RECORDS REPORT & STATEMENT OF COMPLIANCE In accordance with Massachusetts General Law c. 149, 27B, a true and accurate record must be kept of all persons employed on the public works project for which the enclosed rates have been provided. A Payroll Form is available from the Department of Labor Standards (DLS) at and includes all the information required to be kept by law. Every contractor or subcontractor is required to keep these records and preserve them for a period of three years from the date of completion of the contract. On a weekly basis, every contractor and subcontractor is required to submit a certified copy of their weekly payroll records to the awarding authority; this includes the payroll forms and the Statement of Compliance form. The certified payroll records must be submitted either by regular mail or by to the awarding authority. Once collected, the awarding authority is required to preserve those records for three years from the date of completion of the project. Each such contractor and subcontractor shall furnish weekly and within 15 days after completion of its portion of the work, to the awarding authority directly by first-class mail or , a statement, executed by the contractor, subcontractor or by any authorized officer thereof who supervised the payment of wages, this form, accompanied by their payroll: STATEMENT OF COMPLIANCE, 20 I,, (Name of signatory party) (Title) do hereby state: That I pay or supervise the payment of the persons employed by on the (Contractor, subcontractor or public body) (Building or project) and that all mechanics and apprentices, teamsters, chauffeurs and laborers employed on said project have been paid in accordance with wages determined under the provisions of sections twenty-six and twenty-seven of chapter one hundred and forty nine of the General Laws. Signature Title 05/14

98 MASSACHUSETTS WEEKLY CERTIFIED PAYROLL REPORT FORM Company's Name: Address: Phone No.: Payroll No.: Employer's Signature: Title: Contract No: Tax Payer ID Number Work Week Ending: Awarding Authority's Name: Public Works Project Name: Public Works Project Location: Min. Wage Rate Sheet Number General / Prime Contractor's Name: Subcontractor's Name: "Employer" Hourly Fringe Benefit Contributions Employee Name & Complete Address Work Classification: Employee is OSHA 10 certified (?) Appr. Hours Worked Rate (%) Su. Mo. Tu. We. Th. Fr. Sa. Project Hours (A) All Other Hours Hourly Base Wage (B) Health & Welfare Insurance (C) ERISA Pension Plan (D) (B+C+D+E) (A x F) Supp. Unemp. (E) Total Hourly Prev. Wage (F) Project Gross Wages Total Gross Wages Check No. (H) Are all apprentice employees identified above currently registered with the MA DLS's Division of Apprentice Standards? YES NO For all apprentices performing work during the reporting period, attach a copy of the apprentice identification card issued No apprentices are identified above by the Massachusetts Department of Labor Standards / Division of Apprentice Standards. NOTE: Pursuant to MGL c. 149, s. 27B, every contractor and subcontractor is required to submit a true and accurate copy of their certified weekly payroll records to the awarding authority by first-class mail or . In addition, each weekly payroll must be accompanied by a statement of compliance signed by the employer. Failure to comply may result in the commencement of a criminal action or the issuance of a civil citation. Date Received by Awarding Authority Page of / /