IPTC-CONTRACTOR GENERAL CONSTRUCTION CONTRACT

Transcription

1 IPTC-CONTRACTOR GENERAL CONSTRUCTION CONTRACT This IPTC-CONTRACTOR GENERAL CONSTRUCTION CONTRACT ( Contract ) is made and entered into as of the day of March 2015, by and between the Indianapolis Public Transportation Corporation, an independent municipal corporation organized under the laws of the State of Indiana, of Indianapolis, Indiana ( Owner or IPTC ) and concerning the following: of, State of ( Contractor ), OWNER: PROJECT: IPTC ( Owner ) 1501 West Washington Street Indianapolis, IN Parking Lot Remediation ( Project ) IFB # West Washington Street Indianapolis, IN ARCHITECT: Parsons Brinckerhoff ( Architect ) 300 N. Meridian St. Indianapolis, IN CONTRACTOR: ( Contractor ) DESCRIPTION OF WORK: Provide all labor, material, supervision, services, supplies, machinery, equipment, storage and rigging as required to complete the construction work for the Project ( Work ) as described in the Contract Documents, including the attached Exhibit A, Contractor Scope of Work and in the attached Exhibit B, List of Applicable Drawings and Specifications. CONTRACT PRICE: The Contract Price shall be a Lump Sum of ($ ). Dollars 1

2 RETAINAGE: Ten Percent (10%) shall be withheld under this Contract until Fifty Percent (50%) completion. See Article 4 below. BONDS: Payment and Performance Bonds are required as a condition of this Contract. See Article 8 below. PROJECT COMPLETION: The Contract Work shall be fully completed by September 30, LIQUIDATED DAMAGES: Liquidated Damages are not required as a condition of this Contract. See Article 3 below. ATTACHMENTS: Attachment No. 1 Federal Funding Compliance Requirements EXHIBITS: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit L Exhibit M Exhibit N Exhibit O Exhibit P Exhibit Q Exhibit R Exhibit S Exhibit T Contractor Scope of Work List of Applicable Drawings and Specifications Intentionally omitted Contractor Pre-Construction Verified List of Subcontractors and Suppliers Contractor Periodic Verified List of Subcontractors and Suppliers Contractor Application for Payment Contractor Affidavit, Partial Waiver and Release of Lien Contractor Affidavit, Final Waiver and Release of Lien Subcontractor Affidavit, Partial Waiver and Release of Lien Subcontractor Affidavit, Final Waiver and Release of Lien Contractor Unconditional Waiver and Receipt of Payment Subcontractor Unconditional Waiver and Receipt of Payment Request for Proposal Construction Change Directive Contract Change Order Field Order Request for Information Architect Supplemental Instructions Contract Change Request Contractor Warranty Owner and Contractor agree to the terms above and as set forth below in the following Articles 1 through 15 hereof and in Attachment No. 1 and the Exhibits attached hereto, all of which are a material part of this Contract. 2

3 ARTICLE 1 CONTRACT DOCUMENTS AND INITIAL INFORMATION 1.1 The Contract Documents consist of (1) this Contract and the Exhibits attached hereto; (2) the General and any Supplementary or Special Conditions; (3) the Drawings; (4) the Specifications; (5) all Addenda issued prior to the execution of this Contract; and (6) all Modifications and Change Orders issued after the execution of this Contract. A list of the applicable Drawings and Specifications is attached hereto as Exhibit B, List of Applicable Drawings and Specifications. The Contract Documents form the Contract, and are as fully a part of this Contract as if repeated herein The Contract Documents also shall include the IPTC Procurement Forms and Certificates required of the Contractor as set forth in the Project Manual, Division 0 Bid Documents Specifications, and listed in , Bid Submittal Checklist, of the Project Specifications, being the (1) Major Subcontractors Bid List, (2) Payment & Performance Bond Commitment, (3) Certification of Restrictions on Lobbying, (4) Certificate of Procurement Integrity, (5) Certificate Regarding Debarment, (6) DOT Assisted Contracts Major Subcontractor Bidders List Certification, (7) Buy America (Steel and Manufactured Products) Certification, (8) DBE Participation Form and (9) DBE Good Faith Efforts Documentation Form (if applicable). 1.2 The Contract represents the entire and integrated agreement and supersedes all prior negotiations, representations or agreements, either written or oral. 1.3 The Contract Documents shall be deemed to include and require all items and aspects of labor, material, equipment, services and transportation incidental to or necessary for the proper and efficient execution and completion of the Work as it relates to the Project. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. 1.4 The term Work means the construction and services required of Contractor under the Contract by the Contract Documents, whether completed or partially completed, and includes all labor, material, supervision, services, supplies, equipment, materials, storage and rigging provided or to be provided by Contractor to fulfill Contractor s obligations. Contractor s Work may constitute the whole or a part of the Project, which may include construction by Owner itself or through separate contractors. 1.5 Contractor acknowledges that it has had an adequate opportunity to examine sufficiently to its satisfaction the site of the Work and to review and/or obtain copies of the Contract Documents and to become fully familiar with them, and that it shall not be excused from any conditions existing and detectable at the site or any provisions set forth in the Contract Documents due to any lack of knowledge or understanding of the existence or contents thereof at the time of executing this Contract. 1.6 This Project is subject to federal funding and related federal compliance rules and regulations, including those of the Federal Transit Administration ( FTA ), an agency of the United States Department of Transportation ( USDOT ). Funding for this Project also is derived in part from Local Funds through the Marion County Property Tax and IPTC Cumulative Funds. As an FTA funded project, Contractor shall comply with the FTA Construction Project Management Handbook issued March 2012 (FTA Report No. 0015), FTA Circular F, applicable provisions of the Federal Acquisition Regulations ( FARs ) and the Federal Laws, Rules and Regulations set forth in Article 11 of the Contract. 1.7 Owner is a public, municipal entity. As such, Owner is subject to the Rules and Regulations of the USDOT through the FTA, applicable Indiana Codes, including the competitive bidding requirements for local government public works project as set forth in Title 36 of the Indiana Code, and the ordinances and regulations established by the City of Indianapolis, Marion County City Council and the IPTC Board of Directors. 3

4 1.8 As a public, municipal entity, Owner is exempt from sales and compensating use taxes on all tangible personal property (materials, equipment and components) pursuant to the law of the State of Indiana. Contractor shall not include any charges representing such taxes on any invoices hereunder. Contractor shall be responsible for all franchise fees and taxes of any kind whatsoever Owner may at its sole option assign one or more full or part time project managers, inspectors or other representatives to observe the performance of the Work. The duties, responsibilities and limitations of authority of any such representatives will be as provided in the Contract Documents or as otherwise stated to Contractor in writing by Owner Only representatives specifically designated by Owner in writing shall have the authority on behalf of Owner under the Contract to make economic decisions affecting Owner, to direct the actions of Contractor, to authorize changes in the Work and to issue Change Orders, Additional Work Authorizations and Requests for Proposals, Construction Change Directives, Field Orders or otherwise modify the terms of the Contract. Owner may designate additional persons with authority on behalf of Owner to authorize overtime. Except as so designated in writing by Owner, no person, employee or representative of Owner shall have the authority, either actual, express, implied or apparent to obligate Owner to any decision, directive, representation, or authorization, and it shall be the responsibility of Contractor to request the written designations of authority from Owner. Contractor acknowledges that Owner may rely on the authority of any on-site or off-site managerial or supervisory employee or officer of Contractor to bind Contractor All Project specific information, including Owner s project criteria and information furnished by Owner to Contractor hereunder, including but not limited to area and cost information, operational or business information and other program specific information, shall be considered to be confidential and proprietary information of Owner and subject to the confidentiality provisions of this Subparagraph as well as those provisions set forth in and its subparts. All studies, reports, designs, drawings, specifications, models, computer models and other products created or commissioned by Contractor or any of its subcontractors, suppliers or consultants during the course of performing the Work for Owner under the Contract shall be deemed to be Owner confidential or proprietary information If Owner receives information from Contractor specifically designated by Contractor as confidential or business proprietary, Owner shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information The term day as used in the Contract and in the Contract Documents shall mean calendar day and not business or work day. If business day or work day is intended to be used herein in lieu of calendar day, it shall be specifically designated as such. Any reference to business day or work day shall mean Monday through Friday of a given week, and be exclusive of IPTC observed holidays This Contract shall be executed by Contractor, without exceptions or modifications, and delivered to Owner, together with the Performance and Labor and Material Payment Bonds and Contractor s Certificates of Insurance required under Article 8 hereof and Article 11 of the General Conditions, within five (5) business days after Contractor has received notice of the acceptance of its bid and the Contract Award Security. Contractor shall abide by and comply with the security policies, protocols and procedures of Owner, in accordance with the requirements of the IPTC Safety and Security Department. Such security measures shall include but not be limited to Owner-issuance of background security checks on individuals workers at the Project site, Owner-issuance of badges or equivalent site access credentials to such workers. Contractor and its employees and subcontractors working onsite at the Project shall be required to comply with the IPTC Standard Operating Procedures for Background Security Checks and Badging and 4

5 executing the requisite Background Check Disclosure and Authorization Form as required by the IPTC Safety and Security Department. Contractor shall be and remain responsible for all site security at the Project required to protect its Work, including any fencing, road or parking access restrictions, exterior site lighting and night security as may be required by the Division 1 Specifications addressing security and site safety. ARTICLE 2 SCOPE OF WORK 2.1 Contractor shall assume and fulfill all obligations and perform all Work required to construct, complete, and make ready the Project for use by the Owner. Contractor agrees to perform and complete such Work in strict accordance with the Contract Documents and in accordance with all applicable laws, rules, regulations and standards applicable to such Work. 2.2 Contractor is responsible for the overall coordination of the Work and for insuring that the Work is accomplished as an integrated whole, with no items necessary to make it so excluded from the Work. Any portion of the Work necessary to accomplish integration shall be undertaken by Contractor as part of the Contract Price. 2.3 The Work shall conform with the quality levels established by the Contract Documents. What is or has been usual or customary in a given trade or on other projects shall not limit, qualify or reduce the standards of quality, fitness and/or performance of products and workmanship established by or inferable from the Contract Documents. 2.4 Contractor shall provide all labor, materials, tools, equipment and supervision incidental to or necessary for the proper and efficient execution and completion of the Work as it relates to the Project, and shall promptly pay for all material purchased, equipment leased and labor utilized or employed, including base wages and fringe benefits, and, if requested by Owner, obtain and furnish Owner weekly with payroll verified by affidavit. 2.5 Contractor shall maintain adequate, experienced and cooperative supervisory personnel acceptable and satisfactory to Owner at the Project site at all times. If requested by Owner, Contractor shall provide a full-time, on-site project manager or superintendent for the Project who shall be duly authorized to act for and on behalf of Contractor in all matters pertaining to the Project and said project manager or superintendent shall attend all job-site meetings regarding the Project. 2.6 Contractor shall submit shop drawings, product data, samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of other contractors or subcontractors. 2.7 If Contractor shall make changes in design, including dimensional changes, either through shop drawings or actual field work, it shall accept the responsibility for the structural and functional adequacy of such changes and their acceptance by Owner or Architect. Any structural or functional inadequacies which may develop because of such changes shall be remedied by Contractor unless such change is specifically included in a change order provided for in Article 5. ARTICLE 3 TIME OF COMMENCEMENT AND WORK PERFORMANCE 3.1 Time is an essential condition of the Contract, and all dates expressed herein or set forth in any notice given by Owner or Architect under the terms of the Contract Documents are of the essence. 3.2 The Work to be performed under the Contract shall be commenced immediately upon Contractor s receipt of a Notice to Proceed from Owner, which shall be issued within seven business (7) days from 5

6 the date of the Contract Award, and Substantial Completion for the entire Project, including completion of performance testing, commissioning and such remedial work as may be required by Owner, shall be achieved by not later than the date shown on the second page of this Contract. 3.3 Contractor, in agreeing to complete the Work within the times and sequences herein mentioned, acknowledges and agrees that the times allotted by the Contract for the performance and completion of the Work are reasonable and take into account the risks and adverse conditions assumed by Contractor under the Contract Documents. 3.4 Before Contractor starts the Work at the site, a conference attended by Contractor, Owner, Engineer and others as appropriate will be held to discuss the project construction schedule which Contractor shall prepare in accordance with 3.6 and other preliminary matters affecting the Project, along with procedures for handling Shop Drawings and other submittals and for processing Applications for Payment, and to establish other procedures and understandings bearing upon coordination, performance and completion of the Work. 3.5 Immediately upon commencement of the Work, a fully integrated Critical Path Methods ( CPM ) construction schedule with requisite milestones and work activities shall be prepared by Contractor and submitted to Owner for its approval, based upon scheduling information provided by Contractor and such other contractors as may be involved in the Project ( Construction Schedule ). Contractor shall perform all Work as provided herein in a manner, and at such time, consistent with the approved Construction Schedule or such schedules or deadlines provided by the Contract Documents. The Construction Schedule shall be adjusted as required as the Project proceeds but the deadline for Substantial Completion shall not be extended without the Owner's written consent. 3.6 Contractor shall commence the Work immediately when and as directed by Owner and diligently and continuously prosecute and coordinate such Work with such labor, materials, equipment, supervision and services to insure that Owner, other contractors, subcontractors and third parties will not be delayed, interrupted, hindered or disrupted by Contractor s activities or operations, and to insure completion of the Project within the time specified by any construction schedule dates and/or milestones now or hereafter established in accordance with this Contract or other Contract Documents, including specifically any dates and/or milestones set forth in any Project Construction Schedule as described hereinafter. Such schedule dates and/or milestones shall be adjusted as required as the Project proceeds but the deadline for completion of Contractor s Work shall not be extended without Owner s written consent. 3.7 Contractor shall work such hours, including night shifts and overtime operations, as may be necessary to ensure the prosecution of the Work in accordance with the approved Project Construction Schedule. Contractor shall continuously monitor the construction schedule and advise Owner on a regular basis of the status of Contractor s progress with respect to such schedule at any time Owner requests Contractor to do so, including the furnishing of information on the status of shop drawings, samples, submittals and materials, machinery or equipment which may be in the course of preparation of manufacture. 3.8 Contractor shall coordinate the Work with all other contractors, subcontractors, and suppliers on the Project so as to not to delay, disrupt, hinder or interfere with their work. Contractor shall maintain its rate of progress and performance of the Work so as not to impede the timely and orderly completion of the Work and the Project, and so as to satisfy Owner or its authorized representative of the rate of progress of such Work. Upon request by Owner or its authorized representative certain parts of the Work shall be prosecuted in preference to others. 3.9 If, in the opinion of Owner, Contractor is behind schedule in the performance of the Work or is failing, without cause, to maintain progress of the Work or to conform to the general progress of all work for the Project, Contractor agrees that it shall, at its own expense, perform such overtime work, use extra labor, and undertake all other means necessary to bring the Work back on schedule. Contractor shall work such overtime as may be necessary to make up for all time lost and to avoid delay in the completion of the Work and of the Project. 6

7 If, after written notice is given, Contractor refuses to Work overtime required to make up lost time or to avoid delay in the completion of the Work and of the Project, Owner may hire others to perform the Work and deduct the cost from Contractor s Contract amount If Owner considers it necessary for Contractor or its subcontractors to cease work at a designated point and to work elsewhere at any time for the orderly progress of the Work, Contractor or its subcontractors, when directed by Owner, shall transfer its or their men to such point or points as directed, and execute such portions of their Work as required to properly carry on their Work without delay. Contractor shall, as directed by Owner and without adjustment in the Contract Price or Time, transfer Contractor s personnel, machinery and equipment to such points and execute such portions of the Work in preference to other portions as Owner may prescribe. Contractor shall have no claims for damages or extra costs due to such directions Contractor shall diligently and uninterruptedly carry on the Work and adhere to the Project Construction Schedule during all disputes or disagreements with Owner. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as Contractor and Owner may otherwise specifically agree in writing. Any work stoppage, delay, suspension or significant reduction in manpower, or removal of equipment from the site determined by Architect or Owner to have occurred by reason of any such unresolved dispute or disagreement shall constitute an event of default thereby subjecting Contractor to termination of the Contract If Contractor does not achieve completion of the Work within the times or milestones established by the Contract Documents, including the achievement of Substantial Completion and Final Completion thereafter, delay and impact damages may be recovered by Owner to compensate Owner for such delay in completion. Owner will incur substantial economic damages and losses for such delay and impacts. Such damages are foreseen to include, without limitation, extended or additional costs for observation or inspection, professional services by Architect, utilities, insurance, administration, and also damages, hindrance, or inconvenience to Owner and its customers as well as members of the public, deprivation of use and operation, and impairment of financing. Both Contractor and its Surety shall be liable to Owner for such actual damages as Owner may incur. Contractor and its Surety shall pay them to Owner without limiting Owner s right to terminate the Contract with Contractor for default as provided elsewhere herein Neither partial acceptance nor partial beneficial occupancy or use of portions of the Work by Owner prior to achievement of substantial completion of all elements of the Work shall defeat or impair Owner s rights with respect to recovery of damages as provided for herein, it being understood that the prospect of such partial occupancy and/or use has been taken into account in establishing the rates and amounts of liquidated damages applicable to this Project Contractor recognizes that changes may be made or occur in the Construction Schedule and agrees to comply with such changes without additional compensation. In the event Contractor's performance of the Work is delayed, interfered with, hindered or disrupted for any period of time by individual or cumulative acts or omissions of or interference by Owner, Architect, other contractors, subcontractors or third parties, or due to fire or other casualty, or on account of riots or of strikes, or other combined action of workmen or others, or on account of any Acts of God, or any other cause whether or not within the Owner's control, Contractor may request an extension of time for performance of the Work, and the right to such time extension shall be Contractor's sole and exclusive remedy. Contractor shall not be entitled to claim or recover any increase in the Contract Price or damages or additional compensation of any type whatsoever as a consequence of any such delays, suspensions, hindrances or disturbances, whether or not contemplated by the parties and regardless of the severity or duration thereof Contract Time extensions will be granted to Contractor only to the extent that excusable delays occur without concurrent non-excusable delays and which actually extend the time required by Contractor to perform and complete critical Work elements and activities and thereby cause an actual delay to achievement of Project completion. Extensions of the Contract Time shall be based solely upon the effect of delays upon the required contract completion date. The Contract Time shall not be extended for delays to parts of the Work, 7

8 whether or not changed by any Change Order, that are not on the critical path of the Project Construction Schedule. Concurrent work activities which are not critical to Project completion shall not be the subject of additional time extensions or compensation if those work activities are performed, or could be performed, within a moveable time frame concurrent with a critical item Owner shall not be liable to Contractor for any damages, loss or expenses sustained by Contractor resulting from acts or omissions (whether or not negligent), failure to perform, delays in or interferences, hindrances or disruptions to performance or defaults of Contractor in connection with the performance of any of the Work covered by the Contract. Contractor agrees to pay any damages sustained by another contractor, subcontractor, material supplier or other party supplying labor, materials and /or services in the performance of the Work covered by the Contract resulting from Contractor s acts or omissions (whether or not negligent), failure to perform, delays in or disruptions to performance or default in the performance of the Work to be done under the Contract. Contractor shall and does hereby agree to compensate Owner for and indemnify and defend Owner against all such costs, expenses, damages and liability In the event that any such delay, interference, hindrance or disruption is caused by the acts, omissions or neglect of Contractor and the concurrent acts, omissions or neglect of other contractors or third parties, Contractor agrees to pay Owner a proportionate share of damages suffered or incurred by Owner, as allocated by Owner in good faith between and among Contractor and other responsible parties. Such sums may be deducted by Owner from any unpaid portion of the Contract Price, and without limiting the option of Owner to terminate this Contract for default as herein elsewhere provided In connection with the foregoing 3.16 and 3.17, Contractor recognizes that with the Work being performed hereunder, Owner may be subjected to third party damage claims or assessments of penalties by such third parties, including but not limited to governmental authorities, as a result or consequence of Contractor s failure to meet the required deadlines for completing the Work. If Owner is subjected to such damages and/or assessments of penalties or liquidated damages from such third parties, including any governmental authorities, then in addition to any and all other Owner entitlement to damages under 3.12 or damages under 3.17, Owner shall be entitled to recover from Contractor any and all such costs, expenses and damages Owner may incur or to which it may be exposed with such third parties Should Contractor be entitled to an extension of time due to an excusable delay, Owner shall have the right to order Contractor to accelerate its Work in lieu of providing an extension of time. Contractor shall within three (3) days of Owner s request provide to Owner its additional premium portion of wages and other additional actual costs not included in the Contract Price that would be required for Contractor to work the requested overtime in lieu of an extension of time. Should Owner determine to accelerate the Work instead of granting an extension of time and issue to Contractor a Construction Change Directive as provided in Article 5 authorizing Contractor to proceed with such acceleration methods, Contractor shall promptly implement the overtime and/or additional manpower or shifts. In such an event, Owner shall issue a Change Order to Contractor in accordance with the Construction Change Directive, and Contractor shall only be entitled to recover its substantiated additional premium portion of wages and substantiated additional actual costs incurred by Contractor. ARTICLE 4 CONTRACT PRICE AND PAYMENT TERMS 4.1 Owner agrees to pay Contractor for performance of the Work, subject to additions and deductions by Change Order as provided for herein, the Contract Price set forth on the second page of this Contract. 4.2 The Contract Price includes all applicable sales taxes, permits, bond premiums, fees, warranties, and guarantees, the expense of which shall be borne and paid for by Contractor. 4.3 Owner shall make monthly progress payments, less applicable retainage withheld, on account of 8

9 the Contract Price to Contractor as provided below and elsewhere in the Contract Documents, based upon applications for payment submitted to Owner by Contractor and Certificates for Payment issued by Architect. Owner shall pay Contractor each progress payment within thirty (30) days of its receipt and approval for payment by Architect. Retainage of ten percent (10%) shall be withheld from each progress payment so made until the Work or a designated portion thereof is fifty percent (50%) complete. 4.4 Once the Work or designated portion thereof is fifty percent (50%) complete, thereafter no further retention under this Article shall be made, provided that Contractor s performance of the Work and its other obligations under the Contract Documents are satisfactory to Owner in its sole discretion. In the event Owner determines, or at any time thereafter determines in its sole discretion, that Contractor s performance of the Work or its other obligations under the Contract Documents are not satisfactory, the full ten percent (10%) retainage may be reinstated until completion of the Work Upon issuance and Owner s execution of a Certificate of Substantial Completion, as hereinafter provided, Owner may further reduce the retained amount to not less than two hundred percent (200%) of the cost of the Work remaining to be completed, corrected or accepted. Retainage shall not be reduced until Contractor provides Owner with complete and legally effective waivers of all claims and liens arising out of or filed in connection with the Work from Contractor, subcontractors, and suppliers, which instruments shall be upon such forms provided in the Contract Documents or as approved by Owner Contractor may elect to withhold retainage from its subcontractors and material suppliers from each progress payment until their respective portion of the Work and other obligations under the Contract Documents are complete and satisfactory to Contractor and Owner. Contractor may not withhold retainage from its subcontractors and material suppliers in any greater percentage amount or for any longer duration than IPTC withholds retainage from Contractor, provided that the contractual entitlement to release of such retainage is satisfied by such subcontractor and material supplier. Contractor shall reduce such retainage to each subcontractor and material supplier in the same amount and at the same time as any reduction in retainage from Contractor is made by Owner. In the event Contractor determines at any time thereafter that any subcontractor s or material supplier s performance of its respective portion of the Work or its other obligations under the Contract Documents are not satisfactory, full retainage may be reinstated by Contractor until completion of the that subcontractor s or material supplier s portion of the Work, provided, however, that prior to such reinstatement of such retainage, Contractor provides written notice to IPTC of its intent to reinstate such retainage and the reasons for doing so. 4.5 Each application for payment shall be based upon the most recent approved Schedule of Values submitted by Contractor in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Price among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as Owner or Architect may require. Applications for payment submitted by Contractor shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the application for payment The Schedule of Values shall be prepared in a manner that shows each major portion of the Work as a separate line item. It shall be prepared on the American Institute of Architects ( AIA ) AIA Document G703, Application and Certificate for Payment, Continuation Sheet. Contractor shall identify those line items of Work that will be accomplished by subcontractors. The Schedule of Values shall be submitted within fifteen (15 days) of the date of execution of the Contract and before the first application for payment is submitted Before the first Application for Payment during the construction of the Project, Contractor shall submit a letter from Surety indicating Surety s consent with the Schedule of Values. 4.6 Contractor shall, within fifteen (15) days after execution of this Contract and before the first application for Progress Payment, submit to Owner a list of all subcontractors and material suppliers that Contractor intends to utilize on the Project in the performance of Contractor s obligations under the Contract. 9

10 Contractor shall submit this information on the form attached hereto as Exhibit D, Contractor Pre-Construction Verified List of Subcontractors and Suppliers. Contractor shall furnish an updated list of subcontractors and material suppliers with each progress payment, in the form attached hereto as Exhibit E, Contractor Periodic Verified List of Subcontractors and Suppliers. Contractor agrees and represents that it will make payment for all portions of the work done and materials furnished by the respective subcontractors and material suppliers identified in this verified list as well as any other subcontractor or material supplier subsequently engaged or utilized by Subcontractor once the Work commences. Owner shall be entitled to rely upon the accuracy and completeness of the information provided by Contractor therein and upon Contractor s representations that it will pay each and every subcontractor and material supplier so identified, as well as any other subsequently engaged subcontractor or material supplier that Contractor may utilize in connection with the Work under the Contract In addition to the Pre-Construction Verified List of Subcontractors and Suppliers set out in 4.6 above, Contractor shall provide separately to Owner and Architect a Submittal Schedule. This Submittal Schedule shall be submitted not later than fifteen (15) days from the date of execution of the Contract. 4.7 Contractor shall pay for all materials, machinery, equipment and labor used in, or in connection with, the performance of the Work through the period covered by previous payments received from Owner, and no interim or final payments shall become due until Contractor has furnished affidavits, waivers, releases, certificates, or other evidence, in substance and form satisfactory to Owner, to establish Contractor's payment to or discharge of claims and liens with respect to such materials, machinery, equipment and labor. Such receipts and evidence shall be a condition precedent to any right or claim Contractor may have for payment for any work done under the Contract In accordance with applicable law, including the provisions of the Davis-Bacon Act (as codified at 29 CFR parts 1 et seq.) governing payment of wages and fringe benefits to laborers performing parts of the Work on the Project, and in accordance with the requirements of Article 11 hereof and 14 of Attachment No. 1, Federal Funding Compliance Requirements, attached hereto and made a part hereof, Contractor s Application for Payment shall be accompanied by a verified payroll report by Contractor and each of its subcontractors for the pay period covered by the application. The report shall state as to each employee his/her name, address and social security number, work classification, hours worked, rate of pay, itemized deductions, gross amount earned, net pay and fringe benefit information and otherwise be in accordance with such statutory and contractual requirements Contractor shall submit payment to its subcontractors and material suppliers performing work related to this Contract for satisfactory performance of their work no later than ten (10) days following Contractor s receipt of payment for that work from IPTC. Failure by Contractor to carry out prompt payment to its subcontractors and material suppliers shall constitute a material breach of contract and shall entitle Owner to all remedies and relief as otherwise provided in the case of a contractual breach in accordance with Article 7 hereof. IPTC reserves the right to not award future contracts to contractors who refuse to pay promptly when such amounts are otherwise due and owing. 4.8 Contractor shall complete and furnish to Owner a Contractor s Application for Payment in the form of Exhibit F, Contractor Application for Payment, attached hereto with an updated schedule of values. Contractor shall submit all applications for payments in triplicate, with sufficient breakdown data to permit checking and approval, and upon forms and with accompanying documentation acceptable to Owner. Each payment application shall detail the value of the various materials stored on the site and the value of the various types of labor performed during the period of time since the previous payment request. Contractor shall attach to each payment request a statement certifying that all payments due Contractor from previously issued Certificates for Payment have been paid. Contractor also shall furnish such additional supporting documents and data substantiating Contractor s right to payment as Owner or Architect may require, including but not limited to waivers of lien from Contractor and each of its subcontractors and material suppliers (limited to those subcontractors and suppliers whose contract price exceeds Five Thousand Dollars ($5,000) in amount) unless specifically requested otherwise by Owner or Architect. For Contractor, the waiver of lien for progress payments 10

11 shall be in the form of the attached Exhibit G, Contractor Affidavit, Partial Waiver, and Release of Lien ( Partial Waiver ), and for final payment in the form of the attached Exhibit H, Contractor Affidavit, Final Waiver, and Release of Lien ( Final Waiver ). For subcontractors and material suppliers, Contractor shall obtain from each of them and furnish to Owner waivers of lien which shall be for progress payments in the form of the attached Exhibit I, Subcontractor Affidavit, Partial Waiver, and Release of Lien ( Subcontractor Partial Waiver ), and for final payment in the form of the attached Exhibit J, Subcontractor Affidavit, Final Waiver, and Release of Lien ( Subcontractor Final Waiver ). Upon receipt of payment from Owner, Contractor shall furnish to Owner the Contractor Unconditional Waiver and Receipt of Payment ( Unconditional Waiver ) in the form of the attached Exhibit K, and shall obtain and furnish to Owner from each subcontractor and material supplier who are paid out of the monies Owner is paying to Contractor, the corresponding Subcontractor Unconditional Waiver and Receipt of Payment ( Subcontractor Unconditional Waiver ), in the form of the attached Exhibit L. 4.9 The failure of Contractor to submit any of these documents or the making or furnishing by Contractor of any false or misleading statements and assurances as required therein shall be cause for Owner to reject Contractor s payment request and to treat such failure as a default under the Contract as provided in Article 7 hereof Trust Funds. Contractor agrees that moneys received for the performance of the Work hereunder shall be held in trust for payment for labor and material utilized in performing the Work, and said moneys received in payment by Owner to Contractor shall not be diverted to satisfy any other obligations of Contractor on work other than this project and under the Contract Should Contractor at any time fail to pay for all labor, materials or equipment used by Contractor in said Work when due, Owner may withhold any payment, partial or final, from Contractor by virtue of Contractor s failure to make payments properly to subcontractors, laborers and material suppliers for labor, materials and/or equipment furnished to the Project. Owner may, but shall not be obligated or required to, make direct payment on behalf of Contractor of any part or all of such sums due and owing to said subcontractors, material suppliers and/or laborers for their labor, materials or equipment furnished to the Project, not to exceed the Contract Price remaining due and owing to Contractor. In the event of such payments, Owner shall charge all such direct payments against the Contract Price under the Contract. However, nothing contained in this paragraph shall create any personal liability on the part of Owner to any subcontractor, material supplier or laborer, or establish any direct contractual relationship between Owner and them. Joint-payable checks may be issued at Owner s discretion whenever Owner has notice that subcontractors or materialmen are not being paid promptly by Contractor Payments otherwise due to Contractor may be withheld by Owner upon the existence or reasonable belief of Owner concerning the existence or probability of (i) uncorrected defective or non-conforming Work, (ii) claims or liens filed or reasonable evidence indicating the probability of the filing of claims, (iii) Contractor s failure or neglect to make payments properly due to its subcontractors or for materials, machinery, fuel or labor, or applicable taxes, fees and fringe benefits, (iv) reasonable doubt that the Contract can be completed for the balance then unpaid, (v) any other breach of this Contract or (vi) any other conditions specified as grounds for such withholding by the Contract Documents Final payment, constituting the entire unpaid balance of the Contract Price, including retainage, shall be paid by Owner to Contractor within ninety one (91) days after it has become due and payable. Final payment to Contractor shall not become due and payable until and unless (i) all Work for the Project is fully completed and performed in accordance with the Contract Documents and is satisfactory to and approved by Owner and Architect, (ii) delivery by Contractor of all manuals, "as-built" or record drawings, guarantees, and warranties for material, machinery and equipment furnished by Contractor, and testing and/or inspection results or reports, (iii) delivery to Owner of satisfactory evidence that all labor and material accounts incurred by Contractor in connection with the Work have been paid in full, (iv) other submittals have been provided as required by the Contract Documents, (v) any claims or liens filed have been discharged or satisfied, and (vi) Contractor has 11

12 fulfilled all other requirements which are prescribed by this Contract or the Contract Documents to serve as conditions to final payment Owner shall not pay any interest or finance charges unless or until payment is due and unpaid in accordance with the terms hereof, in which event, provided Contractor is not otherwise in breach or default of the terms of the Contract, payments shall bear interest or finance charges at the rate of five percent (5%) per annum from the date payment is otherwise due and owing. In the event Owner is entitled to withhold payments under the Contract or in the event of a good faith dispute between Owner and Contractor, no interest or finance charge shall accrue As a public project, governed by Title 36 of the Indiana Code, it is expressly understood and agreed that no mechanic's liens or materialmen's liens shall attach to the Project or the underlying real estate, or any improvements erected or to be erected thereon for any reason or cause whatsoever. Contractor agrees that no stop work notices, mechanic s liens or claims, or any statutory claim notices to Owner shall be filed against the Project or premises or any interests therein, or against any fund or money due or to become due from Owner to Contractor for or on account of any work, materials, or other items performed or furnished in connection with the Work Contractor will save and keep the Project structures and improvements, the real estate within which the Project is situated, the interests of Owner and all other persons having an interest in such Project and real estate, and the contract proceeds or other moneys now due or hereafter to become due and payable by Owner to Contractor, free and clear from all mechanic's and other liens and from any claims against the contract proceeds or to establish the personal liability of Owner by reason of the Work or any labor, materials or other things used therein. If Contractor fails to remove any lien or claim against Owner or the contract proceeds by bonding or otherwise as directed by Owner, and within the time period required by Owner, then Owner may retain sufficient funds out of any money due or thereafter to become due by Contractor to pay the same and all costs incurred by reason thereof, including attorney fees, and may pay or bond said lien and costs, including attorney fees, out of any funds at any time in the hands of Owner and otherwise owing to Contractor. Contractor further shall defend and indemnity Owner and all other persons having an interest in such Project and real estate from and against any and all such liens and claims. ARTICLE 5 CHANGES IN THE WORK AND CLAIMS 5.1 Owner, without nullifying this Contract, may at any time direct Contractor in writing to make changes to the Work. The Work to be performed under the Contract may be modified in any respect by changes, additions or deletions directed by Owner, without invalidating the Contract and without notice to surety. The Contract Price and time for completion may be adjusted accordingly, by written Change Order ( Change Order ), Construction Change Directive ( CCD ) or Field Order for a minor change in the work, in accordance with and subject to the Contract and any limitations set forth in this Article or elsewhere in the Contract Documents A Change Order shall be based upon agreement among the Owner, Contractor and Architect as to the scope of the change, and the amount, if any, of the adjustment in the Contract Price and Contract Time. Additional work may be requested of Contractor through issuance of a Request for Proposal ( RFP ) or the issuance of a Construction Change Directive ( CCD ). A CCD requires agreement by Owner and Architect only as to these terms and may or may not be agreed to by the Contractor. A Field Order for a minor change in the Work may be issued by the Architect alone. An RFP shall be in the form attached hereto as Exhibit M, Request for Proposal. A CCD shall be in the form attached hereto as Exhibit N, Construction Change Directive. A Change Order shall be in the form attached hereto as Exhibit O, Contract Change Order. A Field Order shall be attached in the form attached hereto as Exhibit P, Field Order Should Contractor need additional information or clarification on the Work, including any change or additional work, it shall do so through submission of a Request for Information ( RFI ) to Owner and Architect 12

13 in the form attached hereto as Exhibit Q, Request for Information. Architect may respond to such RFI and from time to time issue further information to Contractor in the form attached hereto as Exhibit R, Architect Supplemental Instructions. Should Contractor seek a change in the work, or believe that a change in the work has been required, Contractor must submit a Contract Change Request ( CCR ) to Owner and Architect in the form attached hereto as Exhibit S, Contract Change Request. 5.2 No alterations, increases or decreases shall be made in the Work as shown or described by the Contract Documents except as specifically authorized or directed by a written order (Change Order or Construction Change Directive) signed by a duly authorized representative of Owner. Contractor shall have no claim for additional, extra or changed Work unless such Work is undertaken pursuant to such written signed Change Order or CCD. Any Work performed without such written Change Order or CCD shall be at Contractor's sole risk and expense. 5.3 Upon receipt of a CCD, Contractor shall promptly proceed with the change in the Work involved and advise Architect of the Contractor s agreement or disagreement with the method, if any, provided in the CCD for determining the proposed adjustment in the Contract Price or Contract Time. A CCD signed by Contractor indicates Contractor s agreement therewith, including adjustment in the Contract Price and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. 5.4 Contractor shall make any and all claims to Owner for additional costs, damages and extensions of time in writing within twenty one (21) calendar days of the event giving rise to such claim. In addition, such claim must be submitted in accordance with any other requirements set forth in the Contract Documents. The failure to give such written notice within the twenty one (21) day time limit allowed for submission of a claim shall constitute an irrevocable waiver of the claim by Contractor. 5.5 If Owner disputes the validity or amount of a change proposal or claim submitted by Contractor or if a dispute exists between Owner and Contractor concerning whether the Work entitles Contractor to additional compensation but Owner nevertheless directs Contractor to proceed with the disputed Work, Contractor shall promptly commence, prosecute and complete such Work pending resolution of the dispute. 5.6 Amounts payable to Contractor with respect to any type or nature of claims arising under the Contract shall not include any actual or alleged consequential damages or other indirect or impact costs, including but not limited to, labor inefficiencies, extended or unabsorbed office overhead, loss of use, lost profits or income, financing losses, lost business opportunities and injury to reputation. 5.7 No action, conduct, omission, prior failure or course of dealing by Owner shall be effective to waive, modify, change or alter the requirements that Changes in the Work, whether by Change Order or Construction Change Directive, must be in writing and signed by Owner. As such, the Change Order or Construction Change Directive are the exclusive methods of affecting any change in the Contract Price or Contract Time. Contractor acknowledges that the Contract Price and Contract Time cannot be changed by implication, oral agreement, actions, inactions, or course of conduct other than the methods prescribed by the Construction Documents. ARTICLE 6 DISPUTE RESOLUTION 6.1 Direct Discussions. Owner and Contractor are fully committed to working with each other throughout the Project and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, Owner and Contractor each commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Work. 13