PROJECT MANUAL QUEEN ANNE'S COUNTY, MARYLAND DEPARTMENT OF PARKS & RECREATION. April 11, 2016

Transcription

1 Project Manual Blue Heron Golf Practice Range PROJECT MANUAL QUEEN ANNE'S COUNTY, MARYLAND DEPARTMENT OF PARKS & RECREATION April 11, 2016 BLUE HERON GOLF PRACTICE RANGE Entrance Road, Parking Area and Tee Box Bids Due 3:00 PM, April 25 th, /10/ INVITATION TO BID

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3 QUEEN ANNE'S COUNTY, MARYLAND DEPARTMENT OF PARKS & RECREATION BLUE HERON GOLF PRACTICE RANGE TABLE OF CONTENTS Section No. Title BIDDING REQUIREMENTS Invitation to Bid Instructions to Bidders Bid Form Conflict of Interest Disclosure, Employment of Aliens Statement & Political Contribution Reporting Requirement Form Local Vendor Bid Affidavit CONTRACT FORMS & GENERAL CONDITIONS Agreement General Conditions DRAWINGS & SPECIFICATIONS SHEET 1 BLUE HERON GOLF DRIVING RANGE (See Add Alternate 1- Parking lot configuration and associated drainage) SHEET 2 BLUE HERON GOLF DRIVING RANGE SHEET 3 BLUE HERON GOLF DRIVING RANGE CONCRETE TEE PAD DETAIL 04/10/16

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5 Project Manual INVITATION TO BID Blue Heron Golf Practice Range 1. PROJECT LOCATION: Blue Heron Golf Driving Range for the County Commissioners of Queen Anne s County, Maryland. The site is located adjacent to the south of the Blue Heron Golf Course on Romancoke Road (Route 8) in Stevensville, MD SCOPE OF WORK: The work consists of a 740-feet-long, stone aggregate (CR-6) access road; a 250-feet-long by 48-feet-wide CR-6 parking area; a 250-feet-long by 8-feet-wide concrete tee pad; and all related earthwork, erosion control, and stormwater management shown by the contract documents. The Work is fully described and detailed in the contract documents. Refer to the contract documents for a complete description of the work. 3. The Local Vendor preference and Local Vendor Bid criteria apply to this project since all funds are County Funds. 4. Copies of the Contract Documents may be obtained beginning April 11 th, Contract Documents will be available at no cost in electronic format only in.pdf format on Maryland s Ebid Market Place at and on the County Web Site at Hard copies will be available at H Park Road at a cost of twenty dollars per set. 5. PRE-BID MEETING: Bidders may attend and register at the On-Site Pre-Bid Meeting on April 18 th, 2016 at 1:00 P.M the Blue Heron Golf Course located at 3270 Romancoke Road in Stevensville, MD. 6. Sealed bids for this Project will be received from bidders by the County Commissioners of Queen Anne's County at the Department of Department of Parks and Recreation, H Road, Centreville, Maryland, UNTIL 3:00 P.M. LOCAL TIME ON MONDAY, APRIL 25 TH, 2016 at which time they will be opened publicly and read aloud in the Department of Parks Conference Room. Bids will be received until the time of close of bids. No bids shall be accepted after 3:00pm on Monday April 25, Bid Security is required to be submitted with the bid in accordance with the General Conditions. Completed Conflict of Interest Disclosure & Employment of Aliens Statement is required to be submitted with the bid. Failure to submit these with the bid shall deem the bid non-responsive. 7. Any Addenda issued shall be issued via electronic posting on the Queen Anne s County Procurement and ebidmarketplace.com websites. See item 8 above. However, it is the Bidders responsibility to ensure receipt of all addenda. 8. Bidders are directed to the provisions of the Instructions to Bidders for additional information governing the bidding process. 9. The Owner reserves the right to waive any informalities and to reject any or all bids. No bidder may withdraw his bid within sixty (60) days after the actual date of the opening thereof. Bids are to remain open for 60 days. * * End of Invitation to Bid * * 4/10/ INVITATION TO BID

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7 INSTRUCTIONS TO BIDDERS 1. DEFINED TERMS 1.1 Terms used in these Instructions to Bidders and on the Bid Forms, are defined and have the meanings assigned to them in the General Conditions. 1.2 The term "Lowest Responsible Responsive Bidder" means the Bidder to whom Owner (on the basis of Owner's evaluation as hereinafter provided) makes an award on the basis of the total bid. 1.3 The term "OWNER" as used in the Contract Documents refers to the County Commissioners of Queen Anne's County. 1.4 The term "PROJECT MANAGER" refers to the Director of the Department of Parks and Recreation of Queen Anne's County, or his representative. All inquiries during the bidding period should be addressed in writing only to Chris Jones, Queen Anne's County, Department of Parks, H Road, Centreville, Maryland, 21617, fax number: or 2. COPIES OF BIDDING DOCUMENTS 2.1 Complete sets of Bidding Documents shall be used in preparing Bids; neither OWNER nor PROJECT MANAGER assumes any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Bidding Documents. 2.2 OWNER and PROJECT MANAGER in making copies of Bidding Documents available on the terms in the Invitation to Bid, do so only for the purpose of obtaining bids on the Work and do not confer a license or grant for any other use. 2.3 Bidding Documents include Invitation to bid, Instructions to Bidders, Bid Form, Bidder s Experience Form, Bid Bond, Agreement, General Conditions, Technical Specifications, Drawings and any other inclusions referenced therein and addenda (if issued). 3. QUALIFICATIONS OF BIDDERS To demonstrate qualifications to perform the Work, each Bidder must be prepared to submit within five days of the PROJECT MANAGER S request, written evidence of types such as financial data, previous experience and evidence of authority to conduct business in the jurisdiction where the Project is located to the satisfaction of the PROJECT MANAGER. 4. EXAMINATION OF CONTRACT DOCUMENTS AND SITE 4.1 Before submitting a Bid, each Bidder must; a) Examine the Contract Documents thoroughly; b) Visit the site to familiarize himself with 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 Bidder's observations with the Contract Documents. 4.2 Should any material specified not meet the requirements outlined in the Contact Documents, it is the Bidders responsibility to notify the PROJECT MANAGER prior to the submission of the Bid. 04/10/ INSTRUCTIONS TO BIDDERS

8 4.3 The submission of a Bid will constitute a representation by the Bidder that he has complied with every requirement of this Article 4 and that the Contract Documents are sufficient in scope and detail to indicate and convey a complete understanding of all terms and conditions for the performance of the Work. 5. INTERPRETATIONS All questions about the meaning or intent of the Contract Documents shall be submitted in writing only, to Chris Jones, Queen Anne's County, Department of Parks, H Road, Centreville, Maryland, 21617, fax number: or ctjones@qac.org not later than seven (7) days prior to bid opening. Replies will be issued only by Addenda, ed, not later than two (2) days prior to bid opening to all parties recorded by the PROJECT MANAGER as having received the Bidding Documents. Failure of any Bidder to receive such Addendum shall not relieve Bidder from the obligations under the Bid as submitted. Only questions answered by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. 6. BID SECURITY Bid Security is required to accompany all bids in excess of $100,000. The Bid Security shall be in the amount of 5% of the Total Bid. Bid security may be in the form of a legally executed Bid Bond in the State of Maryland, on AIA Form A310, or in the form of a Certified Check issued to the OWNER. Bid Security shall be forfeited to the OWNER if the Bidder fails to honor the obligation of his bid. Bid Security shall be returned to the Bidders after faithful execution of the Agreement and furnishing of all Payment and Performance Bonds, rejection of all Bids, or expiration of the specified time that all bids shall remain in effect. 7. CONTRACT TIME The number of days within which the Work is to be completed (the Contract Time) is set forth here and in the Agreement. The Work shall be Substantially Completed not later than 45 calendar days after the Notice to Proceed. The CONTRACTOR shall attain Final Completion within 15 calendar days from the issuance of Substantial Completion. 8. LIQUIDATED DAMAGES - Provisions for liquidated damages are set forth in the Agreement. 9. SUBSTITUTE MATERIAL AND EQUIPMENT The Contract, if awarded, will be on the basis of material and equipment described in the Contract Documents. Consideration of possible substitute or "or equal" items shall only be permitted after bid opening and prior to award of the contract, if submitted by the CONTRACTOR to the PROJECT MANAGER and approved by the PROJECT MANAGER in accordance with General Conditions Article 6.7 and other applicable areas of the Contract Documents. 10. SUBCONTRACTORS, ETC A list of all Subcontractors and other persons and organizations proposed for those portions of the Work as to which such identification is so required shall be submitted within ten (10) days of written request by the PROJECT MANAGER and an experience statement is required on demand after the Bids are received with pertinent information as to similar projects and other evidence of qualification for each such Subcontractor, person and organization if requested by Owner. Contractor shall submit information as to similar projects and other evidence of qualification for each such Subcontractor, person and organization upon request. If OWNER or PROJECT MANAGER after due investigation has reasonable objection to any proposed Subcontractor, other 04/10/ INSTRUCTIONS TO BIDDERS

9 person or organization, may, before giving Award, request the apparent Lowest Responsible Responsive Bidder to submit an acceptable substitute and the Bid Price may be increased or decreased by the difference in cost occasioned by such substitution. If the apparent Lowest Responsible Responsive Bidder declines to make any such substitution, the contract may not be awarded to such Bidder. For any Subcontractor, other person or organization so listed and to whom OWNER or PROJECT MANAGER does not make written objection prior to the giving of the Notice of Award it will be deemed the OWNER and PROJECT MANAGER have no objection No Contractor shall be required to contract with any Subcontractor, other person or organization against whom he has reasonable objection. 11. BID FORM 11.1 The Bid Form is included in the Contract Documents; additional copies may be obtained from the PROJECT MANAGER. Bid Form must be completed in ink. All names must be typed or printed below the signature. Communications from the OWNER or ENGINEER concerning the Bid shall be forwarded to the address of BIDDER indicated on the Bid Form Bids by corporations must be executed in the corporate name by the president or vice-president (or other person having authority to bind the corporation, accompanied by corporate power of attorney) and the corporate seal must be affixed and attested by the secretary or an assistant secretary. The corporate address and state of incorporation shall be shown below the signature Bids by partnerships must be executed in the partnership name and signed by a partner, whose title must appear under the signature and the official address of the partnership must be shown below the signature Bids by a limited liability company must be executed in the name of the company and signed by an authorized or managing member of the limited liability company whose title must appear under the signature and the principal office of the limited liability company must be shown below the signature. 12. SUBMISSION OF BIDS 12.1 Bids shall be submitted not later than the time and at the place indicated in the Invitation to bid and shall be enclosed in a sealed envelope with the words, BID Blue Heron Driving Range written on the front of the envelope, and accompanied by the other required documents. The official Bid Time shall be EST Time. If the bid is sent through the mail or other delivery system the sealed envelope shall be enclosed in a separate envelope with the notation "BID ENCLOSED" on the face thereof. Electronic bids will also be accepted. Bids delivered after the time and at a place other than that stipulated in the Invitation to bid shall deem the Bidder non-responsive Bidder s Experience Form and Maryland Business License: Upon request within Five Days after the bid, the Contractor must submit for review to the PROJECT MANAGER a copy of the Bidder s Maryland Business License and documentation demonstrating experience for similar work. The supporting documentation shall include references for which similar work has been performed list of projects showing successful completion and all other information requested on the attached form. This form shall be signed by the CONTRACTOR. This form is found in section of the project Manual Bids shall be submitted only on the Bidding Document forms furnished with the Contract Documents. Others forms or documents submitted which are not required by the Contract Documents shall be considered invalid and without bearing or validity to the Bid and Contract. 04/10/ INSTRUCTIONS TO BIDDERS

10 Bids delivered with incomplete forms shall deem the Bidder non-responsive. These forms consist of the: a. Bid Form; b. Conflict of Interest Disclosure, Employment of Aliens Statement & Political contribution Reporting Requirements Form; c. Local Vendor Bid Affidavit (as applicable); and d. Any required bonds and/or Bid Security Any addenda issued shall be issued electronically, see Invitation to Bid. It is the Bidder s responsibility to ensure receipt of all addenda. Submission of a bid shall constitute acknowledgement by the bidder of his inclusion of all issued addenda in the WORK. Physical submission of Addenda documents with a Bid is not necessary Local Vendor Bids In order for a Bid to be considered for a Local Vendor Preference, the bid must be accompanied with a Local Vendor Bid Affidavit along with any other additional documentation demonstrating eligibility as a local vendor as stated in the Definitions section Once the bid has been deemed to be responsive as it regards the Local Vendor Preference, the 10% or $50,000 preference (whichever is less) shall be applied to the bid and the bids re-ranked to determine the award In the event there are two eligible Local Vendor Preference bids, the award will be based solely on the lowest bid with preference, not on the percentage of local participation of a particular bid (ie. Bidder A is 100% local and bids $2 and Bidder B is 50% local and bids $1, Bidder B would be awarded the contract). 13. OPENING OF BIDS Bids will be opened publicly and read aloud as indicated in the Invitation to Bid, and a Bid Tabulation will be made available after the opening of bids. 14. BIDS TO REMAIN OPEN Except as otherwise required by law, Bids shall remain irrevocable for the period stated in the Invitation to Bid. 15. AWARD OF CONTRACT 15.1 OWNER reserves the right to reject any and all Bids, to waive any and all informalities and the right to disregard all nonconforming, non-responsive or conditional Bids. Discrepancies between words and figures will be resolved in favor of words. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum In evaluating Bids, OWNER shall consider the qualifications of the Bidders and whether or not the Bids comply with the prescribed requirements OWNER may conduct such investigations as he deems necessary to assist in the evaluation of any Bid and to establish the responsibility, qualifications and financial ability of the Bidders, proposed Subcontractors and other persons and organizations to do the Work or furnish equipment in accordance with the Contract Documents to OWNER S satisfaction If the contract is to be awarded, and after determining that vendors are responsive and responsible, the award shall be made based on the Lowest Responsible and Responsive Local Vendor Bid, so 04/10/ INSTRUCTIONS TO BIDDERS

11 long as such Local Vendor Bid does not exceed the Lowest Responsible and Responsive Bid of another vendor by 10% or $50,000, whichever is less. Notice of Award shall be issued within the time specified for Bids to remain irrevocable Bid Protests Any bidder that is concerned about the final award of any procurement may submit a bid protest to the Engineer that made the solicitation. Bid protests must be submitted in writing within five (5) working days following the official public announcement of the contract award. 16. PERFORMANCE AND OTHER BONDS 16.1 Paragraph 5.1 of the General Conditions describes the OWNER S requirements as to Performance and Payment Bonds. The lowest responsible responsive Bidder shall within fourteen days of the issuance of the Notice of Award furnish Performance and Payment Bonds each in an amount equal to 100% of the Bid, to the office of the PROJECT MANAGER unless otherwise specified. Bids less than $100,000 require no bonds. 17. INSURANCE Paragraph 5.2 through 5.7 of the General Conditions describes the Owner's requirements as to Insurance. The lowest responsible responsive Bidder shall furnish said proof of insurance as indicated in paragraph 5.7 of the General Conditions. 18. SIGNING OF AGREEMENT When OWNER gives a Notice of Award to the lowest responsible responsive Bidder, at least three (3) unsigned duplicate original copies of the Agreement and all other Contract Documents will accompany it. Within fourteen (14) days thereafter CONTRACTOR shall sign and deliver said duplicate original copies of the Agreement to the PROJECT MANAGER with all Bonds and Insurance certificates and with all other Contract Documents attached. Within fourteen days (14) thereafter, OWNER will sign the duplicate original copies. The OWNER, the CONTRACTOR, and the PROJECT MANAGER will each receive an executed duplicate original copy of the Contract Agreement. END OF SECTION 04/10/ INSTRUCTIONS TO BIDDERS

12 BID FORM To: Project: The County Commissioners of Queen Anne s County Blue Heron Driving Range Entrance Road, Parking Lot and Tee Box 1. The undersigned BIDDER proposes and agrees, if this Bid is accepted, to enter into an Agreement with OWNER in the form included in the Contract Documents to complete all Work as specified or indicated in the Contract Documents for the Blue Heron Golf Practice Range for the Contract Price indicated in this Bid within the Contract Time and in accordance with the Contract Documents. The undersigned BIDDER submits this Bid with the understanding that the OWNER reserves the right to reject any or all bids submitted. 2. BIDDER accepts all of the terms and conditions of the Instructions to Bidders. BIDDER will sign the Agreement within fourteen days after the date of OWNER'S Notice of Award. 3. In submitting this Bid, BIDDER represents, as more fully set forth in the Agreement, that: a) BIDDER has examined copies of all the Contract Documents and hereby acknowledges receipt of all Addenda by signing this bid; b) This Bid is genuine and not made in the interest of, or on behalf of, any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; BIDDER has not directly or indirectly induced or solicited or induced any person, firm or a corporation to refrain from bidding; and BIDDER has not sought by collusion to obtain for himself any advantage over any other Bidder or over OWNER; c) BIDDER hereby states that he has available adequate equipment and finances to properly and expeditiously prosecute the Work as bid, and is prepared to present further information to substantiate this statement; and d) Bidder agrees to coordinate construction with other contractors on the same project site contracted by the OWNER. 4. BIDDER agrees that the Work will be completed within the dates indicated in the Instructions to Bidders and not to exceed the number of consecutive days indicated in the Agreement. BIDDER accepts all the provisions of the Agreement. 5. The following documents are attached to and made a condition of this Bid: a) Bid Bond; b) Conflict of Interest Disclosure, Employment of Aliens Statement & Political Contribution Reporting Requirements Form; and c) Other documents as required by the Instructions to Bidders or Contract Documents. 6. BIDDER covenants and warrants that he has had sufficient time to examine the site of the Work; that he has examined the site of the Work; and that he has based the Contract Prices on his own independent examination and investigation of the site and conditions and has not relied on any information furnished to him by the OWNER or PROJECT MANAGER not included in the Contract Documents. BIDDER has examined the legal requirements (federal, state and local laws, ordinances, rules, codes and regulations) and the conditions affecting cost, progress or performance of the work and has made such independent investigations as BIDDER deems necessary. 7. BIDDER will complete the Work for the following price: Work includes a 740-feet-long, stone aggregate (CR-6) access road; a 250-feet-long by 48-feet-wide CR-6 parking area; Four inch thick concrete pad, 250 feet-long by 8 feet wide; and all related earthwork, erosion control, and stormwater management shown by the contract documents and as is applicable to each bid item. 04/10/ BID FORM

13 BASE BID ITEMS: ITEM DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL 1 Access Road and Parking Area 1 Lump Sum $ 2 Imported Fill or Borrow 1000 Cubic Yards $ 3 Crushed stone aggregate (CR-6) 530 Cubic Yards $ 4 Concrete Tee Box Pad 1 Lump Sum $ TOTAL BASE BID $ ALTERNATES 1 Parking Lot Configuration and Associated Drainage 1 Lump Sum $ TOTAL ALTERNATES $ SUBMITTED this day of, By: /s/ (Typed Name) (Signature) AN INDIVIDUAL Doing Business As: Business Address: Phone No.: ( ) A CORPORATION or LIMITED LIABILITY COMPANY Corporation (OR LLC) Name: State of Incorp. By: /s/ (Person Authorized to Sign) (Title) Attest: /s/ Corporate Secretary (CORPORATE SEAL) Business Address: Phone No.: ( ) 04/10/ BID FORM

14 CONFLICT OF INTEREST DISCLOSURE, EMPLOYMENT OF ALIENS STATEMENT & POLITICAL CONTRIBUTION REPORTING REQUIREMENTS FORM In connection with the undersigned's participation in the bid process or request for proposals being considered by the County Commissioners of Queen Anne's County ("the County") the undersigned does affirm under the penalties of perjury as follows: I have reviewed the materials provided by the County in connection with my proposed bid or proposal and reviewed such records of my company and business as necessary to make the following statements: (Check all appropriate boxes) To the best of my knowledge and belief, neither I, the company identified below, nor any employee of the company have been involved or are presently involved in any situations or actions that might be regarded as an actual or potential conflict of interest in the event of a successful bid or award. It appears that I, the company identified below or an employee of the company have been involved in some situations or actions that might be regarded as a potential conflict of interest should I submit the successful bid or proposal. Details of such situations and/or actions are as hereby attached to the form (attach additional sheet(s)). The following situations or actions in which I, my company or an employee of the company are presently involved might be regarded as a potential conflict of interest if I submit the successful bid or proposal (attach additional sheet(s)). I have attached a list of all present contracts between the company named below and the County. Furthermore, vendors providing goods or services to Queen Anne s County Government, as a condition of doing business with the County, are required to comply with all applicable laws and regulations relating to the employment of aliens. Should vendors providing goods or services to Queen Anne s County fail to comply with applicable laws and regulations relating to the employment of aliens, such failure shall constitute a material breach of the vendor s contractual relationship with Queen Anne s County and the County may take all reasonable steps to terminate the County s contractual relationship with the vendor. If you have questions, please consult the County Department that manages your vendor contract. Notice of Reporting requirements Any person doing business with a government entity may be subject to the political contribution reporting requirements of Title XIV of the Election Law Article of the Annotated Code of Maryland. Signature: Date: Name: (please print) Company/Organization: Address: Phone Number: 04/10/

15 LOCAL VENDOR BID AFFIDAVIT Bidder s Name: Solicitation Reference: Bid Amount: This submission is being made to the Board of County Commissioners for Queen Anne s County through the Office of Budget and Finance, in connection with the following solicitation: LOCAL VENDOR CERTIFICATION 50 percent or more of this procurement bid value will be allocated and executed by one or more Local Vendors having a principal place of business in Queen Anne s County. Bidders applying for this consideration are required to submit a copy of their SDAT registration with their bid to be considered. The cost proposal submitted is based upon the following local vendors - list only those vendors whose principal place of business is in Queen Anne s County (as defined in the County s Procurement Policy), and their related allocation of the contract value VENDOR 1 NAME: VENDOR 1 EIN: AMOUNT OF VALUE: PERCENT OF BID: Check which applies: Prime Contractor: Sub-contractor: Material Supplier: ======================================================================================== VENDOR 2 NAME: VENDOR 2 EIN: AMOUNT OF VALUE: PERCENT OF BID: Check which applies: Prime Contractor: Sub-contractor: Material Supplier: ======================================================================================= VENDOR 3 NAME: VENDOR 3 EIN: AMOUNT OF VALUE: PERCENT OF BID: Check which applies: Prime Contractor: Sub-contractor: Material Supplier: ======================================================================================= TOTAL % ALLOCATED TO LOCAL VENDORS : SUBMITTER INFORMATION to be completed by the party authorized to enter into the contract NAME: TITLE: COMPANY NAME: COMPANY EIN: I affirm under the penalty of perjury, that the foregoing information is true, to the best of my knowledge, information, and belief. SIGNATURE & DATE THIS COMPLETED FORM SHALL BE SUBMITTED WITH THE COST PROPOSAL OR BID. SUBMIT A COPY OF BIDDERS SDAT REGISTRATION WITH THEIR BID TO BE CONSIDERED. 04/10/

16 AGREEMENT THIS AGREEMENT, in the amount of $ is entered into this day of, 2016 by and between the County Commissioners of Queen Anne's County, Maryland, hereinafter called OWNER, and a Corporation known as organized and existing under the laws of the State of - or - a Partnership known as consisting of the following members: - or - an Individual trading as hereinafter called CONTRACTOR. WITNESSETH, that OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1. WORK: CONTRACTOR shall complete all Work as specified and indicated in the Contract Documents for the Blue Heron Driving Range. The work consists of (1) construction of a 740-feet-long by 20-feet-wide by 6-inchthick CR-6 access road; (2) a 280-feet-long by 48-feet-wide by 6-inch-thick CR-6 parking lot; and (3) all related grading, drainage, sediment, erosion control and stormwater management shown by the plans. Please note that the tar and chip pavement shown by the plans is hereby omitted from the base bid for this PROJECT. The PROJECT may, also, include ADD ALTERNATE 1, a 250-feet-long by 8-feet-wide by 4- inch thick concrete tee box pad. Refer to the Bid Documents for a complete description of the work. Article 2. PROJECT MANAGER: The PROJECT MANAGER will assume all duties and responsibilities and will have the rights and authority assigned to PROJECT MANAGER in the Contract Documents in connection with completion, inspection and review of the Work and other duties and responsibilities of the PROJECT MANAGER in accordance with the Contract Documents. The PROJECT MANAGER may permit his designated representative to conduct all or a portion of his contractual duties. Article 3. CONTRACT TIME: 3.1 The Work will be Substantially Complete not later than 45 calendar days from the Notice to Proceed, in accordance with the Contact Documents. 3.2 The Work will be completed and ready for final payment not later than 15 days following the date of Substantial Completion, in accordance with the Contact Documents. 3.3 Liquidated Damages: In the event that the Work is not Substantially Complete within 45 calendar days from the Notice to Proceed or is not completed and ready for final payment not later than 15 calendar days following the date of Substantial Completion, the Owner will assess and CONTRACTOR shall pay liquidated damage in the amount of $ for each calendar day until Substantial Completion or Final Completion whichever the case may be. Owner and CONTRACTOR agree that actual damage due to delay in completion would be difficult or impossible to ascertain at this time and that the amount of liquidated damages herein provided for is adequate as a measure thereof and not as a penalty or forfeiture. 3.4 OWNER and CONTRACTOR recognize that time is of the essence in this Agreement. Therefore, the CONTRACTOR recognizes that the PROJECT MANAGER may hold any and all payments without 04/10/ AGREEMENT

17 interest or any other penalty if the CONTRACTOR is behind his schedule to complete the project on time. The CONTRACTOR shall also be responsible for paying all additional engineering and inspection fees occasioned by the delay. Article 4. CONTRACT PRICE: OWNER shall pay CONTRACTOR for performance of the Work in accordance with the Contract Documents in lawful money of the United States of America in accordance with CONTRACTOR'S Bid. Article 5. PAYMENT: CONTRACTOR shall submit applications for Payment in accordance with the Contract Documents. PROJECT MANAGER will process applications for Payment as provided in the General Conditions. 5.1 Progress Payments: OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR'S Applications for Payment as recommended by PROJECT MANAGER. All progress payments will be on the basis of the progress of the Work measured by the schedule of values submitted by the CONTRACTOR at the pre-construction Meeting. 5.2 Retention: The OWNER shall with hold 10% of each progress payment until Completion of the Project. Upon issuance of a Certificate of Substantial Completion, the Contractor may invoice for ½ of the retention being held on a non-bonded project to that point of the project, thereby reducing the overall retention to 5%. Upon Final completion of the project, the Contractor may invoice for the final 5% of the retention. Final Retention amount shall only be released upon approval of the ENGINEER following Final Completion of all Contract requirements. Article 6. INTEREST: All moneys not paid when due hereunder shall bear interest at the legal rate interest per annum except as stated in paragraph 3.4 above. Article 7. GUARANTEE PERIOD: CONTRACTOR shall warrant and guarantee his Work, materials and equipment for one (1) calendar year from the date of SUBSTANTIAL COMPLETION in accordance with the Warranty Provisions of the Project Specifications for those periods so stated from the date of OWNER'S approval of the Certificate of Substantial Completion issued by PROJECT MANAGER. Article 8. CONTRACTOR'S REPRESENTATIONS: In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations: 8.1 CONTRACTOR has familiarized himself with the nature and extent of the Contract Documents, Work, locality, and with all local conditions and federal, state and local laws, ordinances, rules, codes and regulations that in any manner may affect cost, progress or performance of the Work, including the applicability of federal, state or local taxes including sales or use tax and assumes full responsibility for the payment of same. 8.2 CONTRACTOR further covenants and warrants that he has had sufficient time to examine the site of the Work; that he has examined the site of the Work; and that he has based the contract prices on his own independent examination and investigation of the site and conditions. 8.3 CONTRACTOR has correlated the results of such observations, examinations, investigations, tests, reports and data with the terms and conditions of the Contract Documents. 8.4 CONTRACTOR has given PROJECT MANAGER written notice of all conflicts, errors or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by 04/10/ AGREEMENT

18 PROJECT MANAGER is acceptable to CONTRACTOR. 8.5 CONTRACTOR agrees to coordinate his work with other contractors on the same project site contracted by the OWNER. A coordination meeting will be scheduled following Notice to Proceed. Article 9. CONTRACT DOCUMENTS: The Contract Documents, which comprise the entire agreement between OWNER and CONTRACTOR, are attached to this Agreement by reference, made a part hereof and consist of the following: 9.1 This Agreement; 9.2 Insurance Certificate (s); 9.3 Performance & Payment Bonds; 9.4 Invitation to bid, Instructions to Bidders, General Conditions, and all Specifications and Drawings as listed in the Table of Contents of the Project Manual; 9.5 Addenda; See Add Alternate 1, inclusive; 9.6 CONTRACTOR S signed completed Bid; 9.7 Completed & Executed Conflict of Interest Disclosure & Employment of Aliens Statement; 9.8 Documentation submitted by the CONTRACTOR and accepted by the ENGINEER prior to Notice of Award; and 9.9 Any Modification, including Change Orders, duly delivered after execution of Agreement There are no Contract Documents other than those listed above in this Article 9. The Contract Documents may only be altered, amended or repealed by a Modification issued by the ENGINEER. Article 10. MISCELLANEOUS: 10.1 Terms used in this agreement, which are defined in the Project Specifications, shall have the meanings indicated in such No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned, without such consent (except to the extent that the effect of this restriction may be limited by law); and, unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents OWNER and CONTRACTOR each binds themselves, their partners, successors, assigns and legal representatives to the other party hereto, his partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents. Article 11. OTHER PROVISIONS: 11.1 CONTRACTOR agrees that he, and his subcontractors, will pay each person engaged in the Work of this Agreement no less than the minimum wage determination for the applicable described class of work, in accordance with law, as specified by the State of Maryland or the United States Government, under any Maryland or Federal law which is made applicable to the Project, by the terms of the Contract Documents or addenda thereto INDEMNIFICATION: CONTRACTOR shall hold harmless the OWNER from any losses, costs, and expenses (including attorney s fees and court costs), settlement payments, and (whether or not reduced to final judgment) all liabilities, damages and fines paid, incurred, or suffered by the OWNER by reason of or arising out of injuries to persons (including death) or property damage caused by the CONTRACTOR, his employees, agents or subcontractors or in anyway attributable to the performance of work or agreement, and shall further indemnify 04/10/ AGREEMENT

19 and hold harmless the OWNER from any claim, action, suit or proceeding threatened, instituted, or otherwise made against the OWNER by reason of or arising out of: Any Breach, violation or non-performance by CONTRACTOR of any provision of this agreement; From any other cause whatsoever due to the careless, negligent, intentional, wanton, or improper conduct of CONTRACTOR; or The failure of the CONTRACTOR to provide the service or any portion thereof on a timely basis and in accordance with an Agreement/Contract This indemnification by CONTRACTOR shall survive the expiration or sooner termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed three (3) copies of this Agreement. One duplicate original each has been delivered to OWNER, CONTRACTOR and PROJECT MANAGER. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or by PROJECT MANAGER on their behalf. This Agreement will be effective on, OWNER: The County Commissioners of Queen Anne's County, MD /s/ James Chip Price Director of Parks and Public Landings CONTRACTOR: /s/ /s/ Treasurer (CORPORATE SEAL) Attest: /s/ Attest: /s/ Secretary Address for Giving Notices: Address for Giving Notices: Chris T. Jones, Project Manager Queen Anne s County Department of Parks H Park Road Centreville, MD Agent for Service of Process: Phone: 04/10/ AGREEMENT

20 GENERAL CONDITIONS ARTICLE 1 - DEFINITIONS Wherever used in these General Conditions or in the other Contract Documents, the following terms shall have the meanings indicated which shall be applicable to both the singular and plural thereof: AGREEMENT - The written agreement between the OWNER and the CONTRACTOR covering the Work to be performed. The Contract Documents will be attached to and made a part of the Agreement. APPLICATION FOR PAYMENT - The form which is to be used by the CONTRACTOR in requesting progress payments and which is to include the schedule of values required by paragraph 14.1 and an affidavit of the CONTRACTOR that progress payments theretofore received from the OWNER on account of the Work have been applied by the CONTRACTOR to discharge in full all of the CONTRACTOR'S obligations incurred in connection with the Work covered by all prior applications for payment. AHJ Authorities having jurisdiction. BID - The offer or proposal of the Bidder submitted on the prescribed form setting forth the price for the Work to be performed. BIDDER - Any person, firm or corporation submitting a Bid for the Work. BONDS - Bid, Performance, Payment and Maintenance Bonds and other instruments of security, furnished by the CONTRACTOR and his Surety in accordance with the Contract Documents. CHANGE ORDER - A written order to the CONTRACTOR signed by the OWNER authorizing an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Time issued after execution of the Agreement. CONTRACT DOCUMENTS - The Agreement, Addenda (which pertain to the Contract Documents), CONTRACTOR'S Bid (including documentation accompanying the Bid and any post- Bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the Agreement, the Bonds, these General Conditions, the Specifications, the Drawings and other documents referenced and as are more specifically identified in the Agreement, together with all Modifications issued after the execution of the Agreement. CONTRACT PRICE - The total moneys payable to the CONTRACTOR under the Contract Documents. CONTRACT TIME - The number of consecutive calendar days stated in the Agreement for the completion of Work. All time referenced as days in this contract are in calendar days. CONTRACTOR - As used herein refers to the firm or company selected to perform the construction of the improvements by the OWNER. COUNTY - The County Commissioners of Queen Anne's County, also, referenced here-in as the OWNER. DRAWINGS As listed elsewhere in the Contract Documents. 04/10/ General Conditions

21 EFFECTIVE DATE OF AGREEMENT - The date as indicated within the Agreement. PROJECT MANAGER Individual appointed by the Director of Parks and Recreation of Queen Anne s County, Maryland who acts on the OWNER'S behalf to ensure the construction is acceptable to the OWNER. FIELD ORDER - A written order issued by the PROJECT MANAGER which clarifies or interprets the Contract Documents in accordance with paragraph 9.2 or orders minor changes in the Work in accordance with paragraph FINAL COMPLETION - The date of the approval of the final progress payment. INVITATION TO BID The notice issued by the Owner and publicized through electronic and/or written means notifying the public of the solicitation for this contract. LOCAL VENDOR - Includes each participant in a single response to a solicitation, (whether a prime contractor, a subcontractor, or a joint venture), who has designated with the State Department of Assessments & Taxation a principal place of business in Queen Anne s County or who, in the case of a sole proprietor, has identified Queen Anne s County as the county of residence on the most recent Maryland individual income tax return. LOCAL VENDOR BID - Is a response to a solicitation for which a Certified Local Vendor will be executing at least 50 percent of the awarded contract value. LOCAL VENDOR REQUIREMENTS - A bid or proposal shall be deemed to be a Local Vendor Bid if the initial bid or proposal submission includes a submission of the Local Vendor Bid Affidavit (see form attached) by the person executing the bid or proposal including the definition of Local Vendor and certifying that 50 percent or more of the bid or contract will be executed by one or more Certified Local Vendors having a principal place of business in Queen Anne s County. MANUFACTURER S RECOMMENDATION/INSTRUCTION - The terms of Manufacturer s Recommendation and Manufacturer s Instructions shall be taken as interchangeable in these specifications. If a discrepancy exists between the two designations from a manufacturer, the higher quality, greater quantity, more extensive or more expensive shall be required in this contract. MSHA Maryland State Highway Administration MDE Maryland Department of the Environment MODIFICATION - a) A written amendment of the Contract Documents signed by both parties; b) a Change Order; c) a written clarification or interpretation issued by the PROJECT MANAGER in accordance with paragraph 9.2; or d) a written order for a minor change or alteration in the Work issued by the PROJECT MANAGER pursuant to paragraph A modification may only be issued after execution of the Agreement. NOTICE OF AWARD - The written notice by the OWNER to the CONTRACTOR that the CONTRACTOR is the apparent low responsible responsive Bidder and that upon compliance with the conditions precedent to be fulfilled by the CONTRACTOR within the time specified, the OWNER may execute and deliver the Agreement to him. 04/10/ General Conditions

22 NOTICE TO PROCEED - The written notice by the OWNER to CONTRACTOR indicating that all conditions have been fulfilled, the Agreement has been executed and the CONTRACTOR may occupy the site and begin construction. OWNER The County Commissioners of Queen Anne s County used herein shall refer to the entity for which the construction is required in order to improve a property. PROJECT - The entire construction to be performed as provided in the Contract Documents. REQUEST FOR INFORMATION (RFI) A written document of inquiry from the Contractor to the PROJECT MANAGER or ARCHITECT regarding an apparent discrepancy in the contract documents or a requested change to the contract documents, see General Conditions Article 3.2. The RFI shall be in a format acceptable to the PROJECT MANAGER containing as a minimum the following: Contractor, subcontractor and/or supplier involved in the issue, date of submission, applicable drawing(s), specification(s), code reference(s), other document reference(s) as applicable, complete explanation of the discrepancy and/or issue using words and drawings as applicable, and a suggested solution to the issue with an estimate of any impacts to the contract. The PROJECT MANAGER or ARCHITECT may take up to seven (7) calendar days to respond to the RFI without any impact to the contract. In the sole opinion of the PROJECT MANAGER or ARCHITECT, incomplete RFI submission shall be grounds for rejection of the RFI. As applicable, Articles 10, 11 & 12 of the General Conditions apply to the response of the RFI. RESIDENT PROJECT REPRESENTATIVE - The authorized representative of the PROJECT MANAGER who is assigned to the Project site or any part thereof. REVIEWER The ARCHITECT, SITE PROJECT MANAGER, OWNER REPRESENTATIVE, or SUBCONSULTANT, as applicable who will review the submittal appropriate for their design discipline under the authority of the OWNER and PROJECT MANAGER. SHOP DRAWINGS - All drawings, diagrams, illustrations, brochures, schedules, and other data, which are prepared by the CONTRACTOR, a Subcontractor, manufacturer, supplier, or distributor and which illustrate the equipment, material or some portion of the Work. SPECIFICATIONS - Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto. SUBCONSULTANT The design professional responsible for the detail design work on the Contract Documents of a particular trade or technical aspect of the Work. SUBCONTRACTOR - An individual, firm or corporation having a direct contract with the CONTRACTOR or with any other Subcontractor for the performance of a part of the Work at the site. SUBSTANTIAL COMPLETION - The date as certified by the PROJECT MANAGER when the construction of the Project or a specified part thereof is sufficiently completed, in accordance with the Contract Documents, so that the Project or specified part can be utilized for the purposes for which it was intended. SUPERINTENDENT - CONTRACTOR'S authorized representative who is assigned to the project site. 04/10/ General Conditions

23 UNIT BID PRICES The prices submitted in the Bid by CONTRACTOR are complete compensation for all direct, indirect, mark-ups, profit and all other peripheral costs to perform the Work associated with these activities. These Unit Prices are not negotiable and remain fixed for the duration of the contract independent of the actual Work directed to be completed for these Unit Price Items. Unit Prices shall only be paid for Work completed as measured and agreed to by the PROJECT MANAGER. It is the Contractor s sole responsibility to contact and schedule the field measurement of Unit Price Items with-in 48 hours of installation. Failure of the Contractor to do so shall constitute a waiver of payment for any Unit Price Items accomplished. WORK - Any and all obligations, duties and responsibilities necessary to the successful completion of the project assigned to or undertaken by the CONTRACTOR under the Contract Documents, including the furnishing of all labor, materials, equipment, and other incidentals. ARTICLE 2 -PRELIMINARY MATTERS 2.1 Award: The award of the Contract, if it is awarded, will be to the lowest responsible responsive bidder whose qualifications indicate the award will be in the best interest of the OWNER and whose proposal complies with all the prescribed requirements. No Notice of Award will be given until the OWNER has concluded such investigations as he deems necessary to establish the responsibility, qualifications and financial ability of the Bidders to do the Work in accordance with the Contract Documents to the satisfaction of the OWNER within the time prescribed. The OWNER reserves the right to reject the Bid of any Bidder who does not pass such investigation to the OWNER'S satisfaction. If the Contract is awarded, the OWNER will give the successful Bidder a Notice of Award within the time indicated in the Instructions to Bidders. 2.2 Delivery of Certificates of Insurance: The OWNER may, at any time during the firm-bid period following the opening of Bids, give Notice of Award the Contract to the bidder designated by the OWNER as the apparent lowest responsible responsive bidder for such Work. The Bidder so designated shall furnish to the OWNER (by delivery to the PROJECT MANAGER unless the OWNER'S Notice of Award designates a different place of delivery), within fourteen days after the date of such notice the certificates of insurance in accordance with Article 5, all required bonds, letter of credit and a Certificate of Good Standing from the Maryland State Department of Assessments and Taxation. 2.3 Forfeiture of Bid Security: CONTRACTOR shall forfeit his bid security for failure to hold his bid valid for 60 days, for failure to comply with the deadlines and time table regarding award of the contract, and for failure to comply with any other legal requirement regarding his bid and if successful, his subsequent execution of the contract. 2.4 Execution of Agreement: At least three (3) counterparts of the Agreement and such other Contract Documents as practicable will be signed by the OWNER and the CONTRACTOR as stipulated in these Contract Documents. The PROJECT MANAGER will identify those portions of the Contract Documents not so signed and such identification will be binding on all parties. The OWNER, the CONTRACTOR, and the PROJECT MANAGER will each receive an executed duplicate original copy of the Contract Documents. 2.5 Copies of Documents: The OWNER will furnish to the CONTRACTOR one (1) approved permit set of Contract Documents. The Contractor shall have the.pdf copy of the Contract Documents for his use in the accomplishing of the work. 04/10/ General Conditions

24 2.6 Before Starting Work: Within ten days after the execution of the Agreement, the CONTRACTOR will submit to the PROJECT MANAGER for approval, an estimated progress schedule indicating the starting and completion dates of the various stages of the Work and a schedule of the required submittals. 2.7 Before starting the Work, a pre-construction conference will be held to review the above schedules, to establish procedures for handling shop drawings and other submissions, for processing applications for payment, and to establish a working understanding between the parties as to the Project. Present at the conference will be the PROJECT MANAGER, the Resident Project Representative, the CONTRACTOR, and the Superintendent. 2.8 Before undertaking the Work the CONTRACTOR will carefully study and compare the Contract Documents and check and verify all figures shown thereon and all field measurements. He will at once report in writing to the PROJECT MANAGER any conflict, error or discrepancy that he may discover. The CONTRACTOR assumes full responsibility for having familiarized himself with the nature and extent of the Contract Documents, Work, locality, and local conditions that may in any manner affect the Work to be done. 2.9 Commencement of Contract Time, Notice to Proceed: The Contract Time will commence to run on the date of the Notice to Proceed. The Notice to Proceed shall be issued with-in fourteen days of the issuance of the Building Permit by the AHJ or execution of the Contract by the OWNER, whichever is later. ARTICLE 3 - CORRELATION, INTERPRETATION AND INTENT OF CONTRACT DOCUMENTS 3.1 It is the intent of the Specifications to describe a complete Project to be constructed in accordance with the Contract Documents. The Contract Documents comprise the entire Agreement between the OWNER and the CONTRACTOR. They may be altered only by a Modification. 3.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all. If the CONTRACTOR finds a conflict, error or discrepancy in the Contract Documents the higher quality, greater quantity, or more expensive is included in the Contract. Work, materials or equipment described in words, which so applied, have a well-known technical or trade meaning shall be deemed to refer to such recognized standards. 3.3 Each and every provision of law and clause required by law to be inserted in these Contract Documents shall be deemed to be inserted herein, and the Contract Documents shall be read and enforced as though it were included herein. If through mistake or otherwise, any such provision is not inserted, or is not correctly inserted, then, upon the application of either party, the Contract Documents shall forthwith be altered to make such insertion. 3.4 CODES: All building, fire, mechanical, plumbing, electrical, gas, energy, environmental, zoning, accessibility and any other applicable code in effect in Queen Anne s County at the time of Bid are applicable to this project. Contractor is responsible for construction of this project in accordance to the applicable codes to the satisfaction of the AHJ. 04/10/ General Conditions

25 ARTICLE 4 - AVAILABILITY OF LANDS, SUBSURFACE CONDITIONS, REFERENCE POINTS 4.1 The CONTRACTOR will provide all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. The CONTRACTOR shall be provided an area on-site for his storage and temporary facilities. The CONTRACTOR shall not interfere with the scheduled and regular use of the facilities and properties of Queen Anne s County, the State Highway Administration and the use of the adjacent properties by their owners during the course of the Contract. The CONTRACTOR shall not utilize any lands, other than those provided by the OWNER, unless and until he shall place on file with the OWNER a written agreement, executed by the property owner and the CONTRACTOR, which shall clearly state the terms and conditions under which the CONTRACTOR has obtained permission or right to such use. Filing of such agreement with the OWNER shall not effect or imply enforcement of agreement terms and conditions by the OWNER. 4.2 Subsurface Conditions: The CONTRACTOR shall be responsible to comply with all normal and legal Miss Utility requirements. The CONTRACTOR shall verify all existing site conditions. Unfamiliarity with existing site conditions shall not constitute a basis for a change order or claim. He shall comply with OSHA/MOSH, Miss Utility requirements and all other authorities having jurisdiction as regards safety, fire prevention and code enforcement. The CONTRACTOR is responsible for locating existing utilities and digging test pits as necessary, to ensure avoidance of all underground utilities. Any and all damage caused by the CONTRACTOR to the existing utilities shall be repaired to the satisfaction of the PROJECT MANAGER and all authorities having jurisdiction at no additional cost to the OWNER. 4.3 Reference Points - General: As shown on the drawings. 4.4 Surveying & Layout: The CONTRACTOR shall be responsible for all surveying and layout work. 4.5 Maryland State Highway Administration (MSHA): The CONTRACTOR shall comply with all normal requirements of the Maryland State Highway Administration and shall repair all roadways and street-scape improvements to the satisfaction of the MSHA and OWNER. ARTICLE 5 - BONDS AND INSURANCE 5.1 Performance and Payment Bonds: NOT Required for Contracts under $100, The CONTRACTOR will furnish Performance and Payment Bonds as security for the faithful performance and payment of all his obligations under the Contract Documents. These Bonds shall be in the amount of 100 percent of the Contract Price, with a corporate surety approved by the OWNER will be required for the faithful performance of the contract. The form of the Performance and Payment Bond shall be AIA Document A312 or equivalent as approved by the OWNER. All bonds shall remain in effect until final payment has been made in accordance with Article 14 and at all times thereafter during the warranty period specified in Article /10/ General Conditions

26 5.2 OWNER: The legal title and address of the OWNER is: The County Commissioners of Queen Anne s County 107 North Liberty Street Centreville, MD CONTRACTOR'S Liability Insurance: The CONTRACTOR shall purchase and maintain insurance during the life of this Contract such Comprehensive General Liability Insurance including product and completed operations liability insurance as will provide protection from the CONTRACTOR'S performance of the Work and the CONTRACTOR'S other obligations under the Contract Documents, whether such performance is by the CONTRACTOR, or by a Subcontractor, by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. This coverage shall include: Bodily Injury $1,000,000 per occurrence/$2,000,000 aggregate Property Damage $1,000,000 per occurrence/$2,000,000 aggregate Personal Injury $1,000,000 per occurrence/$2,000,000 aggregated. Products & Completed Operations $1,000,000 per occurrence/$2,000,000 aggregate 5.4 Comprehensive Automobile Liability Insurance: The CONTRACTOR shall purchase and maintain during the life of this Contract such Comprehensive Automobile Liability Insurance including Employer's Non-Owned and Hired Car Liability.Minimum combined single limit for bodily injury and property damage shall be $1,000,000 per occurrence/$2,000,000 aggregate. 5.5 Worker's Compensation Insurance: The CONTRACTOR shall purchase and maintain during the life of this Contract standard Worker's Compensation Insurance as statutorily required by Maryland including employers liability coverage (Coverage B) with limits of at least $100,000 or as required by law, whichever is greater. A Broad Form All States Endorsement shall be attached. 5.6 Builder's Risk Insurance: The CONTRACTOR shall maintain at his own expense, and in the name of the CONTRACTOR and the OWNER, Combination Builder s Risk and Installation Floater Insurance in completed value for 100% of the lump sum bid for each structure, including fire and extended coverage, vandalism and malicious mischief on structures, equipment and contents of structures. Such insurance to be kept in force throughout the entire construction period and until such time as the Project is accepted by the OWNER. The proceeds of such insurance shall be payable to the CONTRACTOR and to the OWNER as their interests may appear. The OWNER shall be named as an additional insured. Insurance Certificates and Policies: 5.7 The CONTRACTOR shall file with the OWNER and the PROJECT MANAGER, as hereinbefore required, satisfactory proof of acceptable insurance coverage. Such proof shall, unless otherwise required by the OWNER, consist of the following: Certificates of all insurance policies shall be furnished in a number of copies equal to the number of counter parts of the Contract Documents executed. Which copies shall be clear, readable reproductions, but must be the entire policy including endorsements, exceptions, riders, qualifications and restrictions, exactly as maintained in the records of the insured. 04/10/ General Conditions

27 5.7.2 Certificates of insurance on the insurance carrier's standard form indicating all policies required by law and the Contract Documents. Each certificate shall carry the provision that the policy may not be canceled or materially changed except upon thirty (30) days written notice to the OWNER and the PROJECT MANAGER. All insurance shall be kept in force throughout the entire construction period and remain in effect until finally complete in accordance with paragraph The OWNER shall be named as an Additional Insured and listed as the Certificate Holder for all required insurance coverage. ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES Supervision and Superintendence: 6.1 The CONTRACTOR will supervise and direct the Work efficiently and with his best skill and attention. He will be solely responsible for the means, methods, techniques, sequences and procedures of construction. The CONTRACTOR will be responsible to see that the finished Work complies accurately with the Contract Documents. 6.2 The CONTRACTOR will maintain on the Work at all times during its progress a competent resident Superintendent, who shall not be replaced without written notice to the OWNER and the PROJECT MANAGER except under extraordinary circumstances. The Superintendent will be the CONTRACTOR'S representative at the site and shall have authority to act on behalf of the CONTRACTOR. All communications given to the Superintendent shall be as binding as if given to the CONTRACTOR. The Superintendent shall be fluent, verbally and in writing, in the English language. Labor, Materials and Equipment: 6.3 The CONTRACTOR will provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. He will at all times maintain good discipline and order at the site. 6.4 The CONTRACTOR will furnish all materials, equipment, labor, transportation, construction equipment and machinery, tools, scaffolding, man-lifts, appliances, fuel, power, lights, heat, telephone, water and sanitary facilities, and all other facilities and incidentals necessary for the execution, testing, initial operation, and completion of the Work. 6.5 All materials and equipment will be new, except as otherwise provided in the Contract Documents. If required by the PROJECT MANAGER, the CONTRACTOR will furnish satisfactory evidence as to the kind and quality of materials and equipment. 6.6 All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturer, fabricator or processors, except as otherwise provided in the Contract Documents. 6.7 Substitute Materials or Equipment: If it is indicated in the Specifications that the CONTRACTOR may furnish or use a substitute that is equal to any material or equipment specified, and if the CONTRACTOR wishes to furnish or use a proposed substitute, he will, promptly after the bid opening, time not to exceed three (3) calendar days, and as a prerequisite to the award of the Contract, make written application to the PROJECT MANAGER for approval of such a substitute certifying in writing that the proposed substitute will perform in all ways equal-to or exceeding the Technical Specifications, be of equal substance to that specified 04/10/ General Conditions

28 and be suited to the same use and capable of performing the same function meeting or exceeding the Technical Specifications here-in, for the same period of time, and be warranted identically to the named specified materials and/or equipment. The substitution shall be at no additional cost to the OWNER. The PROJECT MANAGER may take up to 14 calendar days to complete his review of the submitted documentation and render his written decision which is final and not subject to appeal. The Award of the Contract shall not be made until and unless the PROJECT MANAGER approves the substitution. If the PROJECT MANAGER does not approve the substitution the contract award will be made to the lowest responsive bidder. No substitute shall be ordered or installed without the written approval of the PROJECT MANAGER who shall be the sole judge of equality. Concerning Subcontractors: 6.8 The CONTRACTOR will not employ any Subcontractor against whom the OWNER or the PROJECT MANAGER may have reasonable objection, nor will the CONTRACTOR be required to employ any Subcontractor against whom he has reasonable objection. 6.9 The CONTRACTOR will be fully responsible for all acts and omissions of his Subcontractors and of persons directly or indirectly employed by them and of persons for whose acts any of them may be liable to the same extent that he is responsible for the acts and omissions of persons directly employed by him. Nothing in the Contract Documents shall create any contractual relationship between any Subcontractor and the OWNER or the PROJECT MANAGER or any obligation on the part of the OWNER or the PROJECT MANAGER to pay or to see to the payment of any moneys due any Subcontractor, except as may otherwise be required by law. The OWNER or the PROJECT MANAGER may furnish to any Subcontractor, to the extent practicable, evidence of amounts paid to the CONTRACTOR on account of specific Work done in accordance with the schedule of values The divisions and sections of the Specifications and the identifications of any Drawings shall not control the CONTRACTOR in dividing the Work among Subcontractors or delineating the Work to be performed by any specific trade The CONTRACTOR agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of the OWNER. Every Subcontractor by undertaking to perform any of the Work, will thereby be deemed to be bound by such terms and conditions All Work performed for the CONTRACTOR by a Subcontractor shall be pursuant to an appropriate agreement between the CONTRACTOR and the Subcontractor Patent Fees and Royalties: The CONTRACTOR will pay all license fees and royalties and assume all costs incident to the use of any invention, design, process or device which is the subject of patent rights or copyrights held by others. He will indemnify and hold harmless the OWNER and the PROJECT MANAGER and anyone directly or indirectly employed by either of them from and against all claims, damages, losses and expenses (including attorneys fees) arising out of any infringement of such rights during or after completion of the Work, and shall defend all such claims in connection with any alleged infringement of such rights Permits: The OWNER shall obtain the Grading Permit for this project. The CONTRACTOR is responsible for implementation of measures required by the Grading Permit. 04/10/ General Conditions

29 6.15 Laws and Regulations: The CONTRACTOR will give all notices and comply with all laws, ordinances, rules, codes and regulations applicable to the Work. If the CONTRACTOR observes that the Specifications or Drawings are at variance therewith, he will give the PROJECT MANAGER prompt written notice thereof. If the CONTRACTOR performs any Work knowing it to be contrary to such laws, ordinances, rules, codes and regulations, he will bear all costs arising therefrom Taxes: The CONTRACTOR will pay all sales, consumer, use and other similar taxes required by the law of the place where the Work is to be performed. Use of Premises & Security: 6.17 The CONTRACTOR will confine his equipment, the storage of materials and equipment and the operations of his workmen to areas permitted by law, ordinances, permits, or the requirements of the Contract Documents; and shall not unreasonably encumber the premises with materials or equipment. It is the CONTRACTOR s responsibility to provide security for all materials equipment and personnel on and off the jobsite as relates to this contract. The OWNER or PROJECT MANAGER is not responsible for any project security The CONTRACTOR will not load nor permit any part of the Work to be loaded with weights that will endanger the Work, nor will he subject any part of the Work to stresses or pressures that will endanger it The CONTRACTOR shall take all measures necessary to protect the existing property and its improvements from damage during his work at no additional cost to the OWNER. Any damage caused by his negligence during the execution of this project shall be corrected to the satisfaction of the PROJECT MANAGER at no additional cost to the OWNER. Safety: 6.20 The CONTRACTOR will be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. The CONTRACTOR is fully responsible for adhering to all MOSH safety compliance requirements and regulations. He will take all necessary precautions for the safety of, and will provide the necessary protection to prevent damage, injury or loss to: All employees on the Work and other persons who may be affected thereby All the Work and all materials or equipment to be incorporated therein, whether in storage on or off the site; and Other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities and Underground Facilities not designated for removal, relocation or replacement in the course of construction As between the CONTRACTOR and the PROJECT MANAGER the CONTRACTOR shall have exclusive responsibility for the initiation and execution of measures necessary for the protection of persons and property. As between the CONTRACTOR and the PROJECT MANAGER the CONTRACTOR shall have exclusive responsibility for the means, methods, construction procedures, sequence of operations and every other aspect of the conduct of the Work. Nothing in the Contract Documents shall be construed as imposing upon the PROJECT MANAGER or OWNER any responsibility for project safety. 04/10/ General Conditions

30 6.22 The CONTRACTOR will comply with all applicable laws, ordinances, rules, codes, regulations and orders of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss. He will erect and maintain, as required by the conditions and progress of the Work all necessary safeguards for safety and protection. The CONTRACTOR shall notify owners of adjacent property and of Underground Facilities and utility owners when prosecution of the Work may affect them. The CONTRACTOR'S duties and responsibilities for the safety and protection of the Work shall continue until such time as all Work is completed and the PROJECT MANAGER has issued a notice to the OWNER and the CONTRACTOR in accordance with Article 14 that the Work is acceptable (except as otherwise expressly provided in accordance with Substantial Completion) The CONTRACTOR shall designate a responsible representative at the site whose duty shall be the prevention of accidents. This person shall be the CONTRACTOR'S superintendent unless otherwise designated in writing by the CONTRACTOR to the OWNER Emergencies: In emergencies affecting the safety of persons or the Work or property at the site or adjacent thereto, the CONTRACTOR without special instruction or authorization from the PROJECT MANAGER or the OWNER, is obligated to act, at his discretion, to prevent threatened damage, injury or loss. He will give the PROJECT MANAGER prompt written notice of any significant changes in the Work or deviations from the Contract Documents caused thereby, and a Change Order shall thereupon be issued covering the changes and deviations involved. If the CONTRACTOR believes that additional Work done by him in an emergency which arose from causes beyond his control entitles him to an increase in the Contract Price or an extension of the Contract Time, he may make a claim therefor as provided in Articles 11 and 12. ARTICLE 7 - OWNER'S RESPONSIBILITIES 7.1 The OWNER will issue all formal and official communications to the CONTRACTOR through the PROJECT MANAGER or his Representative. 7.2 The OWNER will furnish the data required to the CONTRACTOR under the Contract Documents promptly and shall make payments to the CONTRACTOR promptly after they are due as provided in paragraph The OWNER'S duties in respect of providing lands, etc. are set forth in Article In connection with the OWNER'S right to stop Work or suspend Work see paragraphs 13.6 and Paragraph 15.2 deals with the OWNERS right to terminate services of the CONTRACTOR under certain circumstances. ARTICLE 8 - PROJECT MANAGER'S STATUS DURING CONSTRUCTION 8.1 The duties, responsibilities and limitations of authority of the PROJECT MANAGER during construction are set forth in Articles 1 through 19 of these General Conditions and shall not be extended without written consent of the OWNER. The PROJECT MANAGER will make periodic visits to the site to observe the progress and quality of the executed Work and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. The PROJECT MANAGER may assign a Construction Inspector to this Project who will have 04/10/ General Conditions

31 the authority to reject non-compliant work and issue notices on the behalf of the PROJECT MANAGER as he see necessary. This Inspector does not have authority of final approval of the work. 8.2 Clarifications and Interpretations: The PROJECT MANAGER will issue with reasonable promptness such written clarifications or interpretations of the Contract Documents (in the form of drawings or otherwise) as he may determine necessary, which shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. If the CONTRACTOR believes that a written clarification and interpretation entitles him to an increase in the Contract Price, he may make a claim therefor as provided in Article Rejecting Defective Work: The PROJECT MANAGER will have authority to disapprove or reject Work which is defective (which term is hereinafter used to describe Work that is unsatisfactory, faulty or defective, or does not conform to the requirements of the Contract Documents or does not meet the requirements of any inspection, test or approval referred to in paragraph 13.2). He will also have authority to require special inspection or testing of the Work as provided in paragraph 13.2, whether or not the Work is fabricated, installed or completed. Shop Drawings, Change Orders and Payments: 8.4 See paragraphs 6.27 through 6.32 inclusive regarding the PROJECT MANAGER'S responsibility as to Shop Drawings, certifications, and samples. 8.5 See Articles 10, 11, and 12 regarding the PROJECT MANAGER'S responsibility for Change Orders. 8.6 See Article 14 regarding the PROJECT MANAGER'S responsibilities in respect to applications for payment, etc. Decisions on Disagreements: 8.7 The PROJECT MANAGER will be the initial interpreter of the terms and conditions of the Contract Documents and the judge of the performance thereunder. In his capacity as interpreter and judge he will exercise his best efforts to insure faithful performance by both the OWNER and the CONTRACTOR. He will not show partiality to either and shall not be liable for the result of any interpretation or decision rendered in good faith. Claims, disputes and other matters relating to the execution and progress of the Work or the interpretation of or performance under the Contract Documents shall be referred initially to the PROJECT MANAGER for decision, which he shall render in writing within a reasonable time. 8.8 Either the OWNER or the CONTRACTOR may demand arbitration with respect to any such claim, dispute or other matter that has been referred to the PROJECT MANAGER, except any which have been waived by the making or acceptance of final payment as provided in paragraph 14.16, such arbitration to be in accordance with Article 16. However, no demand for arbitration of any such claim, dispute or other matter shall be made until the earlier of (a) the tenth day after the PROJECT MANAGER has rendered his decision; or (b) the twentieth day after the parties have presented their evidence to the PROJECT MANAGER if he has not rendered his written decision before that date. No demand for arbitration shall be made later than thirty days after the date on which the PROJECT MANAGER rendered his written decision in respect of the claim, dispute or other matter as to which arbitration is sought, and the failure to demand arbitration 04/10/ General Conditions

32 within said thirty days' period shall result in the PROJECT MANAGER'S decision being final and binding upon the OWNER and the CONTRACTOR. If the PROJECT MANAGER renders a decision after arbitration proceedings have been initiated, such decision may be entered as evidence but shall not supersede the arbitration proceedings, except where the decision is acceptable to the parties concerned. Limitations on PROJECT MANAGER'S Responsibilities: 8.9 Neither the PROJECT MANAGER'S authority to act under this Article 9 nor any decision made by him in good faith either to exercise or not exercise such authority shall give rise to any duty or responsibility of the PROJECT MANAGER to the CONTRACTOR, any Subcontractor, any of their agents or employees or any other person performing any of the Work The PROJECT MANAGER will not be responsible for the construction means, methods, techniques, sequences or procedures, or the safety precautions and programs incident thereto, and he will not be responsible for the CONTRACTOR'S failure to perform the Work in accordance with the Contract Documents The PROJECT MANAGER will not be responsible for the acts or omissions of the CONTRACTOR, or any Subcontractors, or any of his or their agents or employees, or any other persons performing any of the Work. ARTICLE 9 - CHANGES IN THE WORK 9.1 Without invalidating the Agreement, the OWNER may, at any time or from time to time, order additions, deletions, or revisions in the Work. The OWNER may order these changes directly or through the PROJECT MANAGER. These changes may be conveyed to the CONTRACTOR through a RFP (Request for Proposal) or through a CCD (Construction Change Directive) RFP: A Request for Proposal shall be in writing via , fax or hardcopy and shall enumerate the changes ordered by the OWNER. The RFP shall include a narrative and other information as may be necessary for the CONTRACTOR to modify the Work, and if necessary, for the CONTRACTOR to provide the PROJECT MANAGER with all required documentation in accordance with Article 11 & 12. If the PROJECT MANAGER does not receive documentation in accordance with Article 11 & 12, a non-compensable Change Order shall be issued for the changes to the WORK. If the CONTRACTOR provides documentation in accordance with Articles 11 & 12, the PROJECT MANAGER shall review, and as necessary communicate with the CONTRACTOR to resolve the compensation for the changes to the WORK and then issue a Change Order for the revisions to the WORK CCD: A Construction Change Directive is a unilateral direction to the CONTRACTOR from the OWNER, either directly or indirectly through the PROJECT MANAGER, to proceed with changes to the WORK. This directive shall be signed by the OWNER and/or PROJECT MANAGER. The CCD shall include a narrative and other information as may be necessary for the CONTRACTOR to modify the Work and may include guidelines regarding the method to compute the cost and/or time compensation. 04/10/ General Conditions

33 The CONTRACTOR shall proceed with the WORK immediately. The CONTRACTOR shall with-in seven (7) calendar days notify the PROJECT MANAGER in writing if the CCD has cost and time impacts. If the PROJECT MANAGER does not receive this documentation by the end of the seventh day following the issuance of the CCD, a noncompensable Change Order shall be issued for the changes to the WORK. If the CONTRACTOR acknowledges that there are impacts to his contract, he shall maintain cost records and submit the final cost and time impacts associated with the CCD not later than seven (7) calendar days following completion of all of the work associated with the CCD. Cost and Time documentation shall be in accordance with Articles 11 & 12, the PROJECT MANAGER shall review, and as necessary communicate with the CONTRACTOR to resolve the compensation for the changes to the WORK and then issue a Change Order for the revisions to the WORK CHANGE ORDER: Upon receipt of a Change Order, the CONTRACTOR shall execute it and return two originals to the PROJECT MANAGER and shall proceed immediately with the Work involved. All such Work shall be executed under the applicable conditions of the Contract Documents. The Change Order shall detail the increase or decrease in the Contract Price or an extension or shortening of the Contract Time, shall be valid only after execution by the OWNER, PROJECT MANAGER and CONTRACTOR, indicate the scope of work of the changes to the Contract, and shall follow the procedure in Article 11 and/or The PROJECT MANAGER may authorize minor changes or alterations in the Work not involving extra cost and not inconsistent with the overall intent of the Contract Documents. These may be accomplished by a Field Order. If the CONTRACTOR believes that any minor change or alteration authorized by the PROJECT MANAGER entitles him to an increase in the Contract Price or Time, he may make a claim therefor as provided in Article 11 and/or 12 as applicable. Added or deleted quantities of work as defined by the various Bid Items, shall not be considered grounds for addition time for the contract necessary to perform the Work and shall be paid for at the stipulated Unit Price of the Bid Items. 9.3 Additional Work performed by the CONTRACTOR without authorization of a Change Order will not entitle him to an increase in the Contract Price or an extension of the Contract Time, and is performed at the CONTRACTOR S risk, except in the case of an emergency as provided in paragraph The OWNER authorizes the PROJECT MANAGER to execute appropriate Change Orders prepared by the PROJECT MANAGER covering changes in Work performed in an emergency as provided in paragraph 6.26 and any other claim of the CONTRACTOR for a change in the Contract Time or the Contract Price which is approved by the OWNER. 9.5 It is the CONTRACTOR'S responsibility to notify his Surety of any changes affecting the general scope of the Work or change in the Contract Price and the amount of the applicable Bonds shall be adjusted accordingly. The CONTRACTOR will furnish proof of such adjustment to the OWNER. 04/10/ General Conditions

34 ARTICLE 10 - CHANGE OF CONTRACT PRICE 10.1 The Contract Price constitutes the total compensation payable to the CONTRACTOR for performing the Work. All duties, responsibilities and obligations assigned to or undertaken by the CONTRACTOR shall be at his expense without change in the Contract Price The Contract Price may only be changed by a Change Order. Any claim for an increase in the Contract Price, shall be in writing delivered to the PROJECT MANAGER within seven (7) calendar days of the occurrence of the event giving rise to the claim. The PROJECT MANAGER shall determine all claims for adjustments in the Contract Price, which shall be incorporated in a Change Order The OWNER at any time make changes in the Work of the Contract by making alterations therein, by making additions thereto, or by omitting Work therefrom, and no such action shall invalidate the Contract, relieve or release the CONTRACTOR from any guarantee under the Contract, affect the terms or validity of any bond, relieve or release any Surety, or constitute grounds for any claim by the CONTRACTOR for damages or loss of anticipated profits. All Work required by such alterations, additions, or omissions shall be executed under the terms of the Contract Other than in an emergency endangering life or property or pursuant to a Field Order, the CONTRACTOR shall not make any changes in the Work nor furnish any labor, equipment, materials, supplies, or other services in connection with any change except pursuant to, and after, receipt of a written authorization from the PROJECT MANAGER in the form of a Change Order, Modification, or Proceed Order. The CONTRACTOR shall not be entitled to any increase in the Contract price or extension of the Contract time, and no claim therefor shall be valid, unless such written authorization has been so issued to the CONTRACTOR The PROJECT MANAGER may also authorize minor changes in the Work which do not alter the character, quantity, or cost of the Work as a whole. A Field Order may accomplish these changes. The CONTRACTOR shall carry out such Field Orders Promptly and without any adjustment of the Contract price or Contract time Except for a Change Order based on unit prices, all requests by the CONTRACTOR for an increase or decrease in the Contract Price shall be detailed to the satisfaction of the PROJECT MANAGER by complete breakdown of the cost by labor, equipment, material, and subcontract amounts. The subcontractors shall break down the subcontracted amounts in the same fashion. The value of any Work covered by a Change Order or of any claim for an increase or decrease in the Contract Price shall be determined in one of the following ways: Where the Work involved is covered by unit prices contained in the Contract Documents, by application of unit prices to the quantities of the items involved By mutual acceptance of a lump sum By cost and a mutually acceptable fixed amount for overhead and profit (see subparagraph through below) If none of the above methods is agreed upon, the value shall be determined by the PROJECT MANAGER on the basis of costs and a percentage for overhead and profit. Costs shall only include labor (payroll, payroll taxes, fringe benefits, workmen's compensation, 04/10/ General Conditions

35 etc.), materials, equipment, and other incidentals directly related to the Work involved as documented by invoices. The maximum percentage that shall be allowed for the CONTRACTOR'S combined overhead and profit shall be as follows: For all such Work done by his own organization, the CONTRACTOR may add up to ten percent (10%) of his actual net increase in cost for combined overhead and profit For all such Work done by Subcontractors, each Subcontractor may add up to ten percent (10%) of his actual net increase in costs for combined overhead and profit and the CONTRACTOR may add up to five percent (5%) of the Subcontractor's total for his combined overhead and profit, provided that no overhead or profit shall be allowed on costs incurred in connection with premiums for public liability insurance or other special insurance directly related to such Work In such case and also under paragraph the CONTRACTOR will submit in form acceptable to the PROJECT MANAGER an itemized cost breakdown together with supporting data including original invoices, delivery tickets, and any other documentation requested to substantiate the costs The amount of credit to be allowed by the CONTRACTOR to the OWNER for any such change that results in a net decrease in cost will be the amount of the actual net decrease as determined by the PROJECT MANAGER. When both additions and credits are involved in any one change, the combined overhead and profit shall be figured on the basis of the net increase, if any The amount bid for the Unit Price Bid items shall be the total compensation due the CONTRACTOR for all costs and mark-ups associated with performing that WORK. The Unit Price Bid shall not be subject to change during the course of this contract. The Quantity used on the Bid Form is an estimated quantity necessary to provide equitable comparison of competitive bids. ARTICLE 11 - CHANGE OF THE CONTRACT TIME 11.3 The Contract Time may only be changed by a Change Order. Any claim for an extension in the Contract Time, shall be in writing delivered by the CONTRACTOR to the PROJECT MANAGER within seven (7) calendar days of the occurrence of the event giving rise to the claim. CONTRACTOR shall immediately take all steps reasonably possible to lessen the adverse impact of such delay on the OWNER. All claims for time shall be fully documented to the satisfaction of the PROJECT MANAGER. The PROJECT MANAGER shall determine all claims for adjustment in the Contract Time, which shall be incorporated in a Change Order The Contract Time will be extended in an amount equal to time lost due to delays beyond the control of the CONTRACTOR if he makes a claim and it is approved by the PROJECT MANAGER therefore as provided in paragraph Such delays shall include, but not be restricted to acts or neglect by any separate CONTRACTOR employed by the OWNER, fires, floods, labor disputes, epidemics, abnormal weather conditions which impact the schedule, or acts of God. Time extensions granted due to adverse weather conditions shall only be for calendar days beyond normally anticipated adverse weather conditions as defined here-in and any time extension due to adverse weather conditions shall be in the form of non- 04/10/ General Conditions

36 compensable calendar days only. CONTRACTOR shall allow 5 calendar days per month for normally anticipated adverse weather conditions All time limits stated in the Contract Documents are of the essence of the Agreement. The provisions of this Article 12 shall not include recovery for damages for delay by the Owner. In addition, any direct or indirect impacts due to adverse weather conditions shall be noncompensable If the CONTRACTOR is delayed at any time in the progress of the Work by an act or neglect of the OWNER, PROJECT MANAGER or an employee thereof, or of a separate contractor employed by the OWNER, or by changes ordered in the Work as reflected in Change Orders approved by the OWNER, or by which provide for Contract time to be extended, or by economic industry-wide strikes, fire, unusual delay in deliveries, unavoidable casualties, governmental approval, delays in property acquisition, or other causes beyond the CONTRACTOR s control and which could not have been anticipated by it, then the Contract Time shall be extended by Change Order for such time as the PROJECT MANAGER may determine. No such Change Order Extending the Contract Time shall result in any increased payment to the CONTRACTOR for overhead, extended overhead, or for any other amounts of any nature except as provided for in Article Extension of time shall be the sole remedy of the CONTRACTOR for delay unless such delay shall have been caused by acts constituting intentional interference by the OWNER with the CONTRACTOR s performance of the Work and where and to the extent that such acts continue after Written Notice by the CONTRACTOR to the OWNER of such interference. The exercise by the OWNER of any of its rights to make changes in the Work, regardless of the extent and number of such changes, or exercise by the OWNER of any of its remedies of suspension of the Work, or requirement to correct or re-execute any defective work, shall not, under any circumstances, be construed as intentional interference with the CONTRACTOR s performance of the Work. ARTICLE 12-WARRANTY AND GUARANTEE, TESTS AND INSPECTIONS, CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK Warranty and Guarantee: The CONTRACTOR warrants and guarantees to the OWNER and the PROJECT MANAGER that all materials and equipment will be new unless otherwise specified and that all Work will be of good quality and free from faults or defects and in accordance with the requirements of the Contract Documents and of any inspection, tests or approvals referred to in paragraph All unsatisfactory Work, all faulty or defective work and all Work not conforming to the requirements of the Contract Documents or of such inspections, tests or approvals shall be considered defective. Prompt notice of all defects shall be given to the CONTRACTOR. All defective Work, whether or not in place, may be rejected, corrected or accepted as provided in this Article The work under the Contract, except as expressly excluded, and all of its subcontracts, severally and collectively, whether herein stipulated in each case or not, shall be guaranteed against faulty workmanship and/or material as specified below from date of acceptance of the work. The provisions of the guarantee and/or guarantees shall be incumbent on all parties of the Work, including the CONTRACTOR, each subcontractor, all material supply houses and all manufacturers whose products and/or equipment are incorporated into the facilities. 04/10/ General Conditions

37 No action by the OWNER shall constitute an acceptance of Work, materials or equipment not performed or installed in accordance with the Contract Documents, or relieve the CONTRACTOR or his Sureties of liability in respect to any warranties or responsibility for faulty materials or workmanship The CONTRACTOR shall guarantee all materials and equipment furnished and Work performed for a period of one (1) year from the date of Substantial Completion and shall promptly make such repairs of any damage to other parts of the system resulting from such defects with reasonable promptness. In the event that the CONTRACTOR should fail to make such repairs, adjustments, or other work that may be necessary by such defects, the OWNER may do so and charge the CONTRACTOR the cost thereby incurred The CONTRACTOR shall provide a written warranty in compliance with all of the terms of the contract for the stipulated period of time of the guarantee stated in Article above commencing on the date of Substantial Completion. Receipt of this written warranty by the PROJECT MANAGER is a condition of Final Payment Tests and Inspections: If the Contract Documents, laws ordinances, rules, codes, regulations or orders of any public authority having jurisdiction require any Work to specifically be inspected, tested, or approved by someone other than the CONTRACTOR, the CONTRACTOR will give the PROJECT MANAGER and all authorities having jurisdiction timely notice of readiness therefor, and the CONTRACTOR shall coordinate all testing and inspection. The CONTRACTOR shall include all costs for testing in his lump sum price for the Work. The CONTRACTOR will furnish the PROJECT MANAGER the required certificates of inspections, testing or approval. All such tests will be in accordance with the methods prescribed by the American Society for Testing and Materials or such other applicable organization as may be required by law or the Contract Documents. If any such Work required so to be inspected, tested or approved is covered without written approval of the PROJECT MANAGER, it must, if requested by the PROJECT MANAGER, be uncovered for observation at the CONTRACTOR'S expense. The cost of all such inspections, tests and approvals shall be borne by the CONTRACTOR unless otherwise provided. Neither observations by the PROJECT MANAGER nor inspections, tests or approvals by persons other than the CONTRACTOR shall relieve the CONTRACTOR from his obligations to perform the Work in accordance with the requirements of the Contract Documents Access to the Work: The PROJECT MANAGER and his representatives and other representatives of the OWNER will at all times have access to the Work. The CONTRACTOR will provide proper facilities for such access and observation of the Work and also for any inspection, or testing thereof by others. Representatives of any federal, state, or other governmental agency having interest in, or jurisdiction over any of the Work shall at all times have access to the Work Uncovering Work: If any Work is covered contrary to the written request of the PROJECT MANAGER, it must, if requested by the PROJECT MANAGER, be uncovered for his observation and replaced at the CONTRACTOR'S expense. If any Work has been covered which the PROJECT MANAGER has not specifically requested to observe prior to its being covered, or if the PROJECT MANAGER considers it necessary or advisable that covered work be inspected or tested, the CONTRACTOR, at the PROJECT MANAGER'S request, will 04/10/ General Conditions

38 uncover, expose or otherwise make available for observation inspection or testing as the PROJECT MANAGER may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is defective, the CONTRACTOR will bear all the expenses of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction, including compensation for additional professional services, and an appropriate deductive Change Order shall be issued. If, however, such Work is not found to be defective the CONTRACTOR will be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to such uncovering, exposure, observation, inspection, testing and reconstruction if he makes a claim therefore as provided in Articles 11 and 12. a. If required by the PROJECT MANAGER prior to approval of final payment, the CONTRACTOR will promptly, without cost to the OWNER and as specified by the PROJECT MANAGER, either correct any defective work, whether or not fabricated, installed or completed, or if the work has been rejected by the PROJECT MANAGER, remove it from the site and replace it with non-defective work. If the CONTRACTOR does not correct such defective work or remove and replace such rejected work within a reasonable time, all as specified in a written notice from the PROJECT MANAGER, the OWNER may have the deficiency corrected or the rejected work removed and replaced. The CONTRACTOR shall pay all direct or indirect costs of such correction or removal and replacement, including compensation for additional professional services, and an appropriate deductive Change Order shall be issued. The CONTRACTOR will also bear the expenses of making good all work of others destroyed or damaged by his correction, removal or replacement of his defective work OWNER May Stop the Work: If the Work is defective, or the CONTRACTOR fails to supply sufficient skilled workmen or suitable materials or equipment, or if the CONTRACTOR fails to make prompt payments to Subcontractors or for labor, materials or equipment, the OWNER may order the CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been eliminated. However, this right of the OWNER to stop the Work shall not give rise to any duty on the part of the OWNER to exercise this right for the benefit of the CONTRACTOR or any other party Guaranty Period: If, after the approval of final payment and prior to the expiration of two (2) years after the date of Substantial Completion or such longer period of time as may be prescribed by law or by the terms of any applicable special guarantee required by the Contract Documents, any work is found to be defective the CONTRACTOR will, promptly without cost to the OWNER and in accordance with the OWNER'S written instructions, either correct such defective work, or, if it has been rejected by the OWNER, remove it from the site and replace it with non-defective work. If the CONTRACTOR does not promptly comply with the terms of such instructions, the OWNER may have the defective work corrected or the rejected work removed and replaced, and all direct and indirect costs of such rejected work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, will be paid by the CONTRACTOR Acceptance of Defective Work: If, instead of requiring correction or removal and replacement of defective work, the OWNER (and, prior to approval of final payment, also the PROJECT MANAGER) prefers to accept it, he may do so. In such case, if acceptance occurs 04/10/ General Conditions

39 prior to approval of final payment, a Change Order shall be issued incorporating the necessary revisions in the Contract Documents, including appropriate reduction in the Contract Price, or, if the acceptance occurs after approval of final payment, the CONTRACTOR shall pay an appropriate amount to the OWNER Neglected Work by CONTRACTOR: If the CONTRACTOR should neglect to prosecute the Work in accordance with the Contract Documents, including any requirements of the progress schedule, the OWNER, after three days written notice to the CONTRACTOR may, without prejudice to any other remedy he may have, make good such deficiencies and the cost thereof (including compensation for additional professional services) shall be charged against the CONTRACTOR if the PROJECT MANAGER approves such action, in which case a Change Order shall be issued incorporating the necessary revisions in the Contract Documents including an appropriate reduction in the Contract Price. If the payments then or thereafter due the CONTRACTOR are not sufficient to cover such amount, the CONTRACTOR will pay the difference to the OWNER. ARTICLE 13 - PAYMENTS AND COMPLETION 13.1 Schedule of Values: Within ten days of the execution of the Agreement, the CONTRACTOR shall submit a schedule of values of that Work including quantities and unit prices, aggregating the Contract Price. This provision applies to lump sum contracts and to lump sum items in unit price contracts. This schedule shall be satisfactory in form and substance to the PROJECT MANAGER and shall subdivide the Work into component parts in sufficient detail to serve as the basis for progress payments during construction. Upon approval of the schedule of values by the PROJECT MANAGER, it shall be incorporated into the form of application for payment furnished by the PROJECT MANAGER. The schedule of values shall not change for the original contract work after payment of the first progress payment Progress Payments: The date for presentation of monthly applications for progress payments to the OWNER shall be established at the pre-construction conference and will govern all such applications unless modified by the OWNER, which modification shall be made known by written notification to the PROJECT MANAGER and the CONTRACTOR at least ten days prior thereto. At least five days prior to the time of monthly presentation to the OWNER, the CONTRACTOR will submit to the PROJECT MANAGER, or his Representative if applicable, the completed application for payment covering Work completed as of the date of the application and supported by such data as the PROJECT MANAGER may reasonably require. The Work for which application for payment is made must be complete, in place, and in accordance with the Contract Documents. No payment shall be made for submittals and/or engineering, materials and equipment stored on or off the site and not actually incorporated in the Work. Failure of the CONTRACTOR to submit Executed Release of Liens by CONTRACTOR and all Subcontractors with each progress payment shall be grounds for non-payment by the OWNER CONTRACTOR'S Warranty of Title: The CONTRACTOR warrants and guarantees that title to all Work, materials and equipment covered by an application for payment, will have passed to the OWNER prior to the making of the application for payment, free and clear of all liens, claims, security interests and encumbrances (hereafter in these General Conditions referred to as liens), and that no Work, materials or equipment covered by an application for payment will have been acquired by the CONTRACTOR or by any other person performing the Work at the site or furnishing materials and equipment for the Project, subject to an agreement under 04/10/ General Conditions

40 which an interest therein or encumbrance thereon is retained by the seller or otherwise imposed by the CONTRACTOR or such other person. a. Approval of Payments: The PROJECT MANAGER will, within five days after receipt of each partial payment estimate, either indicate in writing his approval of payment and present the partial payment estimate to the OWNER, or return the partial estimate to the CONTRACTOR indicating in writing his reasons for refusing to approve payment. In the latter case, the CONTRACTOR may make the necessary corrections and resubmit the partial payment estimate. The OWNER will, within 30 days of presentation to him of an approved partial payment estimate, pay the CONTRACTOR a progress payment on the basis of the approved partial payment estimate less the retainage. b. Retainage: The OWNER will pay ninety percent (90%) of the amount due the CONTRACTOR on account of the partial estimate. The retained amount (10%) will be paid to the Contractor in the amounts of 5% (½ of the Retention) at the time of Substantial Completion for a non-bonded contract and the remainder of the retention at the time of Final Completion The PROJECT MANAGER may refuse to approve the whole or any part of any payment, if, in his opinion, he subsequently discovers evidence or the results of subsequent inspections or tests, nullify any such payment previously approved, to such extent as may be necessary in his opinion to protect the OWNER from loss because: the Work is defective; claims have been filed by Subcontractor, vendors or material suppliers, or there is reasonable evidence indicating the probable filing thereof; the Contract Price has been reduced because of Modifications, the OWNER has been required to correct defective Work or complete the Work in accordance with paragraph 13.11; and unsatisfactory prosecution of the Work, including failure to cleanup as required by paragraph Substantial Completion: 13.6 When the CONTRACTOR has attained a Certificate of Occupancy, all final inspections required by the authorities having jurisdiction (AHJ) and considers the entire Work ready for its intended use, the CONTRACTOR shall, in writing to the PROJECT MANAGER, certify that the entire Work is Substantially Complete and request that the PROJECT MANAGER issue a Certificate of Substantial Completion. The Work must be ready for use for its intended purpose in order for the work to be considered Substantially Complete. Within seven (7) days thereafter the OWNER, the CONTRACTOR and the PROJECT MANAGER shall make an inspection of the Work to determine the status of completion. A completion list or punchlist shall be issued to the CONTRACTOR from the PROJECT MANAGER as a result of this inspection if the PROJECT MANAGER considers the Work Substantially Complete. If the PROJECT MANAGER does not consider the Work Substantially Complete, the PROJECT MANAGER will notify the CONTRACTOR in writing giving his reasons therefor. 04/10/ General Conditions

41 13.7 The CONTRACTOR shall prepare a Substantial Completion partial payment request that shall exclude request for payment on twice the amount of uncompleted work. All other conditions for partial payment in this contract apply The OWNER shall have the right to exclude the CONTRACTOR from the Work after the date of Substantial Completion, but the OWNER shall allow the CONTRACTOR reasonable access to complete or correct items on the punchlist. Final Inspection: 13.9 Upon written notice from the CONTRACTOR that the project is complete-all punchlist items have been completed, the PROJECT MANAGER will make a final inspection with the OWNER and the CONTRACTOR and will notify the CONTRACTOR in writing of any particulars in which this inspection reveals that the Work is defective. The CONTRACTOR shall immediately make such corrections as are necessary to remedy such defects. The PROJECT MANAGER will conduct a second inspection to determine whether all corrections identified during the initial final inspections have been completed Final Application for Payment: After the CONTRACTOR has completed any such corrections to the satisfaction of the PROJECT MANAGER and delivered all extra materials, 2 copies of the as-built drawings one paper copy and one copy in.pdf format, 2 sets of paper and one (1) set of searchable.pdf format (electronic on CD) Operation and Maintenance Manuals and Instructions, schedules, written warranties & guarantees by the CONTRACTOR and all Manufacturers and Subcontractors pursuant to the requirements in the contract documents, bonds (if required), certificates of inspection and other documents, all as required by the Contract Documents, he may make application for final payment following the procedure for progress payments. The final application for payment shall be accompanied by such supporting data as the PROJECT MANAGER may require, together with complete and legally effective releases or waivers (satisfactory to the OWNER) of all liens arising out of the Contract Documents and the labor and services performed and the material and equipment furnished thereunder. If any Subcontractor or supplier fails to furnish a release or receipt in full, the CONTRACTOR may furnish a bond satisfactory to the OWNER to indemnify him against any lien Approval of Final Payment: If, on the basis of his observation and review of the Work during construction, his final inspection and his review of the final application for payment, all as required by the Contract Documents, the PROJECT MANAGER is satisfied that the Work has been completed and the CONTRACTOR has fulfilled all of his obligations under the Contract Documents, he will, within ten (10) days after receipt of the final application for payment, indicate in writing his approval of payment and present the application to the OWNER for payment. Otherwise, he will return the application to the CONTRACTOR, indicating in writing his reasons for refusing to approve final payment, in which case the CONTRACTOR will make the necessary corrections and resubmit the application. The OWNER will, within thirty (30) days of presentation to him of an approved final application for payment, pay the CONTRACTOR the amount approved by the PROJECT MANAGER CONTRACTOR S Continuing Obligation: The CONTRACTOR S obligation to perform the Work and complete the Project in accordance with the Contract Documents shall be absolute. Neither approval of any progress or final payment by the PROJECT MANAGER nor the issuance of a certificate of Substantial Completion, nor any payment by the OWNER to the CONTRACTOR under the Contract Documents, nor any use or occupancy of the Project or any part thereof by the 04/10/ General Conditions

42 OWNER, nor any act of acceptance by the OWNER nor any failure to do so, nor any correction of defective work by the OWNER shall constitute an acceptance of work not in accordance with the Contract Documents Waiver of Claims: The making and acceptance of final payment shall constitute: A waiver of all claims by the CONTRACTOR against the OWNER other than those previously made in writing and still unsettled; and A Waiver of all claims by the OWNER against the CONTRACTOR other than those arising from unsettled liens, from defective work appearing after final payment or from failure to comply with the requirements of the Contract Documents or the terms of any special guarantees specified therein. ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION 15.1 OWNER May Suspend Work: The OWNER may, at any time and without cause, suspend the Work or any portion thereof for a period of not more than ninety days by notice in writing to the CONTRACTOR and to the PROJECT MANAGER which shall fix the date on which work shall be resumed. The CONTRACTOR will resume the Work on the date so fixed. The CONTRACTOR will be allowed an increase in the Contract Price or an extension of the Contract Time, or both, directly attributable to any suspension if he makes a claim therefor as provided in Articles 11 and OWNER May Terminate: If the CONTRACTOR is adjudged as bankrupt or insolvent, or if he makes a general assignment for the benefit of his creditors, or if a trustee or receiver is appointed for the CONTRACTOR or for any of his property, or if he files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, or if he repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment, or repeatedly fails to effect the installation within the prescribed period of time, or repeatedly fails to make prompt payments to Subcontractors or for labor, materials or equipment or if he disregards laws, ordinances, rules, regulations or order of any public body having jurisdiction, or if he disregards the Authority of the PROJECT MANAGER, or if he otherwise violates any provision of the Contract Documents, then the OWNER may, without prejudice to any other right or remedy and after giving the CONTRACTOR and his Surety seven days written notice, terminate the services of the CONTRACTOR and take possession of the Project and of all materials, equipment, tools, construction equipment and machinery thereon owned by the CONTRACTOR, and finish the Work by whatever method he may deem expedient. In such case the CONTRACTOR shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct and indirect costs of completing the Project, including compensation for additional professional services, such excess shall be paid to the CONTRACTOR. If such costs exceed such unpaid balance, the CONTRACTOR will pay the difference to the OWNER. Such costs incurred by the OWNER will be determined by the PROJECT MANAGER and incorporated in a Change Order Where the CONTRACTOR'S services have been so terminated by the OWNER, said terminations shall not affect any rights of the OWNER against the CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of moneys by the OWNER due the CONTRACTOR will not release the CONTRACTOR from liability Upon seven days written notice to the CONTRACTOR and the PROJECT MANAGER, the OWNER may, without cause and without prejudice to any other right or remedy, elect to 04/10/ General Conditions

43 abandon the Project and terminate the Agreement. In such case, the CONTRACTOR shall be paid for all work executed and any expense sustained plus a reasonable profit for work performed up to the time of termination CONTRACTOR May Stop Work or Terminate: If, through no act or fault of the CONTRACTOR, the Work is suspended for a period of more than ninety days by the OWNER or under an order of court or other public authority, or the PROJECT MANAGER fails to act on any application for payment within thirty days after it is submitted, or the OWNER fails to pay the CONTRACTOR any sum approved by the PROJECT MANAGER or awarded by arbitrators within thirty days of its approval and presentation, then the CONTRACTOR may, upon seven days written notice to the OWNER and the PROJECT MANAGER, terminate the Agreement and recover from the OWNER payment for all work performed up to the time of termination and any expense sustained plus a reasonable profit on work performed up to the time of the termination. In addition and in lieu of terminating the Agreement, if the PROJECT MANAGER has failed to act on an application for payment or the OWNER has failed to make any payment as aforesaid, the CONTRACTOR may upon seven days notice to the OWNER and the PROJECT MANAGER stop the Work until he has been paid for all work performed up to the time of termination. ARTICLE 16 ARBITRATION 16.1 All claims, disputes and other matters in question between OWNER and CONTRACTOR arising out of, or relating to, the Contract Documents or the breach thereof (except for claims which have been waived by the making or acceptance of final payment as provided by paragraph 14.13) will be decided by mutual agreement by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining, subject to the limitations of this Article 16. This agreement so to arbitrate and any other agreement or consent to arbitrate entered into accordance herewith as provided in this Article 16 will be specifically enforceable under the prevailing law of any court having jurisdiction. Arbitration hearings shall be held in the county in which the Project is located Notice of the demand for arbitration shall be filed in writing with the other party to the Agreement and with the American Arbitration Association, and a copy shall be filed with the PROJECT MANAGER. The demand for arbitration shall be made within the 30-day period specified in paragraph 9.08 where applicable, and in all other cases within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations The CONTRACTOR will carry on the Work and maintain the progress schedule during any arbitration proceedings, unless otherwise agreed by him and the OWNER in writing. ARTICLE 17 - ASSIGNMENT OF CONTRACT The CONTRACTOR shall not assign the Contract or sublet it as a whole without the written permission of the OWNER, nor shall the CONTRACTOR assign any moneys due to him under the Contract, except to a bank or financial institution acceptable to the OWNER, and then only upon the granting by the OWNER of written permission so to do. ARTICLE 18 - REMOVAL OF EQUIPMENT In the case of termination of this Contract, before completion, from any cause whatever, the CONTRACTOR, if notified to do so by the OWNER, shall promptly remove any part or all of 04/10/ General Conditions

44 his equipment and supplies from the property of the OWNER, failing which the OWNER shall have the right to remove such equipment and supplies at the expense of the CONTRACTOR. ARTICLE 19 - MISCELLANEOUS 19.1 Whenever any provision of the Contract Documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to him who gives the notice All Specifications, Drawings and copies thereof furnished by the PROJECT MANAGER shall remain his property. They shall not be used on another project, and with the exception of those sets that have been signed in connection with the execution of the Agreement, shall be returned to him on request upon completion of the Project The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon the CONTRACTOR by the Contract Documents and the rights and remedies available to the OWNER and PROJECT MANAGER thereunder, shall be in addition to and not a limitation of any otherwise imposed or available by law, by special guarantee or other provisions of the Contract Documents. The Contract Documents shall be governed by the law of the place of the Project Should the OWNER or the CONTRACTOR suffer injury or damage to its person or property because of any error, omission or act of the other or of any of his employees or agents or others for whose acts he is legally liable, claim shall be made in writing to the other party within a reasonable time of the first observance of such injury or damage. *** END OF SECTION *** 04/10/ General Conditions

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