GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

Transcription

1 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION ARTICLE 1 GENERAL PROVISIONS 1.1 BASIC DEFINITIONS THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Bidding Documents, including without limitation, the Advertisement or Invitation to Bid, the Instructions to Bidders, the Bid Proposal Form, the Contractor s Bid and Addenda or portions thereof relating to any Bidding Documents, addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor or (3) between any persons or entitles other than the Owner and Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations of Contractor under the Contract intended to facilitate performance of the Architect s duties THE WORK The term Work means the construction and services required by the Contract Documents, whether completed or partially completed and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor s obligations. The Work may constitute the whole or a part of the Project. Contractor acknowledges and agrees that the Contract Documents are adequate and sufficient to provide for the completion of the Work, and include all work, whether or not shown or described, which reasonably may be inferred to be required or useful for the completion of the Work in accordance with all applicable laws, codes and professional standards THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors THE DRAWINGS The Drawings and Shop Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, and construction systems, standards and workmanship for the Work, and performance of related services. EDITION Page 1 5/29/09

2 1.1.7 THE PROJECT MANUAL The Project Manual is the volume and usually assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications NOT USED 1.2 EXECUTION, CORRELATION AND INTENT The Contract Documents shall be signed by the Owner and Contractor as provided in the Agreement. If either the Owner or Contractor or both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. Contractor represents that the Subcontractors, manufacturers and suppliers engaged or to be engaged by it is and will be familiar with the requirements for performance by them of their obligations Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings NOT USED If there is any inconsistency in the Contract Documents, unless otherwise ordered in writing by the Architect or the Owner, the Contractor shall provide the better quality of, or the greater quantity of, work or materials If and to the extent that any of the Contract Documents conflict, the documents shall be interpreted by giving priority in interpretation in the following order:.1 Modifications;.2 Agreement;.3 Addenda or modifications of any nature to Drawings and Specifications issued during bidding;.4 Special Supplemental Conditions;.5 General Conditions of the Contract;.6 Instructions to Bidders;.7 Specifications: should there be a conflict, Architect shall decide which speculation will provide best installation;.8 Drawings: Should there be a conflict, the drawings shall be interpreted by giving priority in the following order: (a) schedules over details; (b) larger scale over smaller scale; (c) figured dimensions over scaled dimensions; and (d) noted materials over graphic indications; and last.9 Shop Drawings Where a typical or representative detail is shown on the Drawings, such detail shall constitute the standard of workmanship and materials throughout corresponding portions of the Work. Where necessary, the Contractor shall adopt such detail for use in such corresponding portions of the Work in a manner that is satisfactory to the Architect Contractor shall notify Architect of any EDITION Page 2 5/29/09

3 condition he finds where, in his judgment, it would be desirable to modify requirements to produce best results. If Contractor fails to so notify Architect, or if his recommendations for modifications are accepted, Contractor assumes sole responsibility for satisfactory results It is recognized that locations of the work indicated on the drawings is diagrammatic, except for figures and dimensions, and that field conditions may arise that will prevent their being installed, as noted on drawings, within limits established by figures on drawings. Therefore, it shall be duty of Contractor and each Subcontractor to consult with each other, verifying existing conditions and in each case where there is any question or doubt as to space conditions or location of work, etc., to submit workable solution to Architect for approval before installing any work which is questionable Apparent silence of specifications as to any detail or apparent omission from them of detailed description concerning any work to be done and materials to be furnished shall be regarded as meaning that only best general practice is to prevail and that only material and workmanship of first quality is to be used in this connection, and all interpretations of these specifications shall be made upon this basis Where "as directed," "as required," "as permitted," "as approved," "as accepted," "as submitted to," "as inspected by," "as satisfactory to," or similar phrases are used in these specifications they shall mean that material, work or item referred to shall be "as directed by," "as required by," "as permitted by," "as approved by," "as submitted to," "as inspected by," or "as satisfactory to" to Architect Portions of the Specifications are of the abbreviated or "stream-line" type and include incomplete sentences. Omissions of words or phrases such as "Contractor shall," "in conformity therewith," "shall be," as noted on drawings," "according to plans," "a," "an," "the," and "all" are intentional. Omitted words or phases shall be supplied by inference in the same manner as they are when a "note" occurs on drawings "Provide" and variants thereof, as used herein shall mean furnishing and installation of all labor, materials, equipment, transportation, and services rendered. 1.3 OWNERSHIP AND USE OF ARCHITECT S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS Ownership of Documents. All Drawings, Specifications and other documents prepared by the Architect are and shall remain the property of the Owner, and Owner shall retain all common law, statutory and other reserved rights with respect thereto. They shall not be used on any other project without the prior written consent of the Owner, and Contractor shall take such action as may be necessary to prevent their use on any other project or for addition to the Project outside the scope of the Work by any Subcontractor, Sub-subcontractor or material or equipment supplier. The Contractor, Subcontractors, Sub-subcontractors and material and equipment suppliers are granted a limited license to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect. Submittals or distributions necessary to meet official regulatory requirements or for other purposes relating to completion of the Project are not to be construed as a publication in derogation of the Owner's copyright or other reserved rights. 1.4 CAPITALIZATION Terms capitalized in these General Conditions include those, which are (1) specifically defined, (2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs and Clauses in the document or (3) the titles of other documents published by the American Institute of Architects. 1.5 INTERPRETATION In the interest of brevity the Contract Documents frequently omit modifying words such as all and any and articles such as the and an but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. EDITION Page 3 5/29/09

4 2.1 DEFINITION ARTICLE 2 OWNER The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term Owner means the Owner or the Owner s authorized representative The Owner upon reasonable written request shall furnish to the Contractor in writing information, which is necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanics, lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner s interest therein at the time of execution of the Agreement and, within five days after any change, information of such change in title, recorded or unrecorded. 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER Survey and Site Conditions. The Owner shall make available to the Contractor all surveys and other information as to the physical characteristics of, legal boundaries of, or utility locations for, which documents shall not constitute part of the Contract Documents. Contractor shall confirm the location of each utility, shall excavate and dispose of each on-site utility and shall cap each off-site utility as required by the Work and as may be included in the Specifications. Owner has made available to Contractor, and the Contractor has studied the result of all test borings, if any, and information that it has as to subsurface conditions and site geology. Owner does not assume any responsibility whatsoever with respect to the sufficiency or accuracy of surveys, documentation made available, borings made, or of the logs of test borings, or of other investigations, or of the interpretations made thereof, and there is no warranty or guaranty, express or implied, that the conditions indicated by such surveys, documents, investigations, borings, logs or information are representative of those existing throughout the Project site, or any part thereof, or that unforeseen developments may not occur. At Owner's request, the Contractor shall make available to the Owner the results of any site investigation, test borings, analyses, studies or other tests conducted by or in possession of the Contractor or any of its agents. The Contractor shall have no claims for surface or subsurface conditions encountered, except as provided in Subparagraph hereof. The Contractor shall exercise special care in executing subsurface work in proximity of known subsurface utilities, improvements and easements Except as expressly provided in the Contract, the Contractor shall secure and pay for all necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities Upon receipt of a written request therefor from the Contractor, information or services under the Owner s control shall be furnished by the Owner with reasonable promptness to avoid delay in orderly progress of the Work Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, ten (10) copies of the Drawings and Specifications prepared by the Architect, and other drawings and documents necessary for the execution and completion of the Work shall be furnished at Contractor's expense The foregoing are in addition to other duties and responsibilities of the Owner enumerated herein and especially those in respect to Article 6 (Construction by Owner or by Separate Contractors), Article 9 (Payments and Completion) and Article 11 (Insurance and Bonds). 2.3 OWNER S RIGHT TO STOP THE WORK If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or to carry out Work in accordance with the Contract Documents, the Owner, by written order signed personally or by an agent specifically so empowered by the Owner in writing, may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a EDITION Page 4 5/29/09

5 duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. This right shall be in addition to, and not in restriction or derogation of, the Owner s rights under Paragraph Supervision of Work. If, after consultation with the Architect, suspension of the Work is warranted by reason of unforeseen conditions which may adversely affect the quality of the Work if such Work were continued, the Owner may suspend the Work by written notice to the Contractor. In such event, the Contract Time shall be adjusted accordingly, and the Contract Sum shall be adjusted to the extent, if any, that additional costs are incurred by reason of such suspension. If the Contractor, in its reasonable judgment, believes that a suspension is warranted by reason of unforeseen circumstances which may adversely affect the quality of the Work if the Work were continued, the Contractor shall immediately notify the Owner and the Architect of such belief and describe with particularity the reasons therefor. 2.4 OWNER S RIGHT TO CARRY OUT THE WORK If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, immediately commence and continue to carry out the Work. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for the Architect s additional services and Owner s managerial and administrative services and expenses made necessary by such default, neglect or failure. The right of the Owner to carry out the Work pursuant to this Subparagraph 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 person or entity. ARTICLE 3 CONTRACTOR 3.1 DEFINITION The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term Contractor means the Contractor or the Contractor s authorized representative 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR Review of Documents. The Contractor hereby acknowledges that Contract Documents are sufficient to have enabled it to determine the cost of the Work and that the Drawings, the Specifications and all Addenda are sufficient to enable the Contractor to construct the Work outlined therein in accordance with applicable laws, statutes, building codes and regulations, and otherwise to fulfill all of its obligations under the Contract Documents. In addition, if the Contractor performs any construction activity and if it knows that any of the Contract Documents contains an error, inconsistency or omission, the Contractor shall be responsible for such performance and shall bear the cost for correction thereof The Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to the Architect at once The Contractor shall perform the Work in accordance with the Contract Documents and submittals approved pursuant to Paragraph SUPERVISION AND CONSTRUCTION PROCEDURES The Contractor shall supervise and direct the Work, using the Contractor s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, including coordination of all trades, unless Contract Documents give other specific instructions concerning these matters. EDITION Page 5 5/29/09

6 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor s employees, Subcontractors and their agents and employees, and any other persons performing portions of the Work under a contract with the Contractor or claiming by, through or under the Contractor and for any damages, losses, costs and expenses resulting from such acts or omissions The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect s administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the contractor The Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work Locating Project. At the earliest possible time after the commencement of the Work on the Project site, the Contractor shall have all property corners and benchmarks verified or established by a state-licensed land surveyor, shall locate the Project on the Project site, establishing necessary reference marks from which the Work accurately can progress, shall furnish Architect evidence of such verification and shall report at once any errors discovered during the process of such verification Inspections Required. If any of the Work is required to be inspected or approved by any public authority, the Contractor shall cause such inspection or approval to be performed. No inspection performed or failed to be performed by the Owner hereunder shall be a waiver of any of the Contractor's obligations hereunder or be construed as an approval or acceptance of the Work or any part thereof Personnel. The Contractor acknowledges that it is the Contractor's responsibility to hire all personnel for the proper and diligent prosecution of the Work and the Contractor shall use its best efforts to maintain labor peace for the duration of the Project. In the event of a labor dispute, the Contractor shall not be entitled to any increase in the Contract Sum or extension of the Contract Time. 3.4 LABOR AND MATERIALS Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. The Contractor shall check all materials and labor entering into the Work and shall keep full detailed accounts thereof..1 All manufactured articles, materials and equipment shall be installed according to manufacturer s directions The Contractor shall enforce strict discipline and good order among the Contractor s employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 3.5 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, is considered defective. The Contractor s warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage. If required by the Architect or Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 3.6 TAXES The Contractor shall pay sales, consumer, use EDITION Page 6 5/29/09

7 and similar taxes for the Work or portions thereof provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. 3.7 PERMITS, FEES AND NOTICES Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permits and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. Except as provided in the Contract, the Contractor shall procure all certificates of inspection, use, occupancy, permits and licenses, pay all charges and fees and give all notices necessary and incidental to the due and lawful prosecution of the Work. Certificates of inspection, use and occupancy shall be delivered to the Owner upon completion of the Work in sufficient time for occupation of the Project in accordance with the approved schedule for the Work. The costs of such procurement, payment and delivery are included within the Contract Sum The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities bearing on performance of the Work Building Codes & Regulations. It shall be the obligation of the Contractor to review the Contract Documents to determine and to notify the Owner and the Architect of any discrepancy between building codes and regulations of which the Contractor has knowledge or should be reasonably able to determine. The Contractor shall not violate any zoning, setback or other locational requirements of applicable laws, codes and ordinances, or of any recorded covenants of which the Contractor has knowledge. If the Contractor observes that portions of the Contract Documents are at variance with applicable laws, statutes, ordinances, building codes, rules or regulations, the Contractor promptly shall notify the Owner and Architect in writing, and necessary changes shall be accomplished by appropriate Modification If the Contractor, any of its Subcontractors or any Sub-subcontractors performs Work contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. 3.8 ALLOWANCES The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities against which the Contractor makes reasonable objection Unless otherwise provided in the Contract Documents:.1 materials and equipment under an allowance shall be selected promptly by the Owner to avoid delay in the Work;.2 allowances shall cover the cost of the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;.3 Contractor s costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum and not in the allowances;.4 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Clause and (2) changes in Contractor s cost under Clause SUPERINTENDENT The Contractor shall employ a competent superintendent and necessary assistants who shall be EDITION Page 7 5/29/09

8 in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. The superintendent shall be satisfactory to the Owner in all respects, and Owner shall have the right to require Contractor to dismiss from the Project any superintendent whose performance is not satisfactory to Owner, and to replace such superintendent with superintendent satisfactory to Owner. The Contractor shall not replace the superintendent without the consent of the Owner except with another superintendent satisfactory to the Owner in all respects The list of all supervisory personnel, including the project manager and superintendent that the Contractor intends to use on the Project and a chainof-command organizational chart shall be submitted to the Owner for approval. The Contractor shall not engage supervisory personnel or utilize an organization and chain-of-command other than as approved by Owner in writing, and shall not change such personnel or form of organization without the written approval of the Owner CONTRACTOR S CONSTRUCTION SCHEDULES Construction Schedule. The Contractor, before commencing work at the Project Site, shall prepare in consultation with the Owner and Architect and submit for the Owner's and Architect's approval a Contractor's construction schedule (the "Construction Schedule") for the Work. The Construction Schedule shall not exceed time limits current under the Contract Documents, shall be updated and revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, shall provide for expeditious and practicable execution of the Work and shall not be modified, shortened or extended without the prior approval of the Owner in each instance NOT USED Materials Report. The Contractor also shall prepare not later than 30 days after the Contract is awarded a materials report which shall include a list of suppliers and fabricators, items to be purchased from the suppliers or fabricators, time required for fabrication and the scheduled delivery dates for each item to be purchased. As soon as available, the Contractor shall furnish copies of purchase orders to the Owner NOT USED Schedule of Submittals. The Contractor shall prepare and keep current, for the Architect's and Owner's approval, a schedule of submittals, which shall be coordinated with the Contractor's construction schedule and allows the Architect and Owner reasonable time to review submittals Schedule Approval. While recognizing Contractor's responsibility to determine sequence and time estimates of project activities, Architect reserves right to require Contractor to modify any portion of schedule judged impractical, infeasible, or unreasonable. Schedules returned to Contractor for revision or correction shall be resubmitted to Architect for approval within seven (7) calendar days Sufficient Forces. The Contractor shall furnish sufficient forces, construction equipment, and work such hours, including night shifts and overtime operations, as may be necessary to insure prosecution of Work in accordance with approved schedule. If, in opinion of Architect, Contractor falls behind schedule, Contractor shall take such steps as necessary to improve his progress and Architect may require him to increase number of shifts, overtime operations, and days of work, all without additional cost to Owner Failure of Compliance. Failure of Contractor to comply with requirements of this Subparagraph shall be grounds for determination by Architect that Contractor is not prosecuting work with diligence as will insure completion within time specified, and such failure shall constitutes substantial breach of provisions of the Contract. Upon such determination, Owner may terminate Contractor's right to proceed with work, or any separable part thereof, or may terminate Contract in manner and with all rights and privileges provided EDITION Page 8 5/29/09

9 herein The Contractor shall conform to the most recent schedules DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record changes and selections made during construction, and in addition approved Shop Drawings, Product Data, Samples and similar and required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work signed by the Contractor, certifying that they show as-built conditions, stating sizes, kind of materials, vital piping, conduit locations and similar matters Permit Drawings. The Contractor shall maintain all approved permit drawings in a manner so as to make them accessible to governmental inspectors and other authorized agencies. All approved drawings shall be wrapped, marked and delivered to the Owner within sixty (60) days of final completion of the Work SHOP DRAWINGS, PRODUCT DATA AND SAMPLES Shop Drawings and drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Subsubcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work Samples are physical examples, which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged The Contractor shall review, approve and submit to the Architect 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 the Owner or of separate contractors The Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. Such Work shall be in accordance with approved submittals By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents The Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect s approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and the Architect has given written approval to the specific deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect s approval thereof The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents When professional certification of performance criteria of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon the accuracy and completeness of such calculations and certifications NOT USED EDITION Page 9 5/29/09

10 Equipment Information. The Contractor shall assemble for the Architect's approval three complete copies in loose-leaf binders of all operating and maintenance data from all manufacturers whose equipment is or will be installed in the Work. The Contractor shall also prepare a checklist or schedule showing the type of lubricant to be used at each point of application, and the intervals between lubrication for each item of equipment The Contractor shall submit to Owner one copy of all submissions made to the Architect pursuant to this Paragraph USE OF SITE The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment Storage space at site shall be within areas as defined by Architect. All material shall be arranged and maintained with walks, streets and roads unencumbered. During construction, Contractor shall maintain such areas in neat condition The Contractor shall allocate suitable space to Subcontractors for storage platforms. Contractor shall move same as directed by the Architect and at his own expense Should it be necessary at any time to move materials, shed or storage platforms, Contractor shall move same as directed by Architect and at Contractor's own expense The Contractor shall maintain to the greatest extent practicable free, convenient, unencumbered and direct access to the remainder of the campus for the Owner, students, staff and the public at large The Contractor shall assure free, convenient, unencumbered and direct access to properties neighboring the Project site for the owners of such properties and their respective tenants, agents, invitees and guests CUTTING AND PATCHING The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fits together properly Each Subcontractor shall include all cutting and digging for his work, unless herein specifically stated to contrary, as required for proper accommodation of his work and work of all other trades. This, however, shall not relieve Contractor from responsibility as stated under paragraph and The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not un-reasonably withhold from the Owner or a separate contractor the Contractor s consent to cutting or otherwise altering the Work CLEANING UP The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor s tools, construction equipment, machinery and surplus materials. The Contractor shall maintain streets and sidewalks around the Project site in a clean condition. The Contractor shall remove all spillage and tracking arising from the performance of the Work from such areas, and shall establish a regular maintenance, at least twice per week, program of sweeping and hosing to minimize accumulation of dirt and dust upon such areas If Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Contractor Final Cleaning. The Contractor shall be responsible for broken glass, and at the completion of the Work shall replace such damages or broken glass. After damaged or broken glass has been replaced, the Contractor shall remove all labels, wash and polish EDITION Page 10 5/29/09

11 both sides of all glass. In addition to general broom cleaning, the Contractor shall perform the following final cleaning for all trades at completion of the Work:.1 remove temporary protections;.2 remove marks, stains, finger-prints and other soil or dirt from painted, decorated and natural-finished woodwork and other Work;.3 remove spots, plaster, soil and paint from ceramic tile, marble and other finished materials, and wash or wipe clean;.4 clean fixtures, cabinet work and equipment, removing stains, paint, dirt and dust, and leave same in undamaged, new condition;.5 clean aluminum in accordance with recommendations of the manufacturer; and.6 clean resilient floors thoroughly with a well rinsed mop containing only enough moisture to clean off any surface dirt or dust and buff dry by machine to bring the surfaces to sheen ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect NOT USED NOT USED 3.18 INDEMNIFICATION To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect s consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys fees, arising out or resulting from performance of the Work, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss of expense is caused in part by a party indemnified hereunder. The Contractor shall indemnify and hold harmless the Owner, against any assertion of claims for construction liens by Subcontractors, Sub-subcontractors or material suppliers and against any assertion of security interests by suppliers of goods or materials. The parties acknowledge that the Owner has paid the Contractor specific consideration of Ten Dollars ($10.00), receipt and sufficiency of which is hereby acknowledged, for the indemnifications provided herein. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity, which would otherwise exist as to a party or person described in this Paragraph In claims against any person or entity indemnified under this Paragraph 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 3.18 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers or workmen s compensation acts, disability benefit acts or other employee benefit acts The obligations of the Contractor under this Paragraph 3.18 shall not extend to the liability of the Architect, the Architect s consultants, and agents and employees of any of them arising out of (1) the EDITION Page 11 5/29/09

12 preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications, or (2) the giving of or the failure to give directions or instructions by the Architect, the Architect s consultants, and agents and employees of any of them provided such giving or failure to give is the primary cause of the injury or damage REPRESENTATIONS AND WARRANTIES The Contractor represents and warrants the following to the Owner (in addition to the other representations and warranties contained in the Contract Documents), as an inducement to the Owner to Execute the Agreement, which representations and warranties shall survive the execution and delivery of the Agreement and final completion of the Work:.1 That Contractor is financially solvent, able to pay his debts as they mature and possessed of sufficient working capital to complete the Work and perform his obligations under the Contract Documents..2 That Contractor is able to furnish the plant, tools, materials, supplies, equipment and labor required to complete the Work and perform his obligations hereunder and has sufficient experience and competence to do so..3 That Contractor is authorized to do business in the State of Florida and properly licensed by all necessary governmental and public and quasipublic authorities having jurisdiction over him and over the Work and the site of the Project..4 That Contractor's execution of the Agreement and his performance thereof is within his duly authorized powers..5 That Contractor's duly authorized representative has visited the site of the Work, familiarized himself with the local conditions under which the Work is to be performed and correlated his observations with the requirements of the Contract Documents. ARTICLE 4 ADMINISTRATION OF THE CONTRACT 4.1 ARCHITECT The Architect is with offices at ; or such successor Architect as the Owner may appoint by written notice to the Contractor from time to time. The term Architect means the Architect or the Architect s authorized representative..1 If words "Architect/Engineer" or single word "Engineer" is used within these documents, they shall be synonymous with term "Architect." Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without written consent of the Owner and Architect. Consent shall not be unreasonably withheld. 4.2 ARCHITECT S ADMINISTRATION OF THE CONTRACT The Architect will provide administration of the Contract as described in the Contract Documents. The Architect will advise and consult with the Owner. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified by written instrument in accordance with other provisions of the Contract The Architect will visit the site and make inspections as provided in the Owner/Architect Agreement OSHA. Neither the Architect nor the Owner shall be responsible for compliance with the Occupational Safety and Health Act ("OSHA") or other Federal, State and local regulations for construction as required by and 13.1, and that the terms referring to "employer" within OSHA requirements shall EDITION Page 12 5/29/09

13 be constructed to mean the Contractor Communications. Owner and Contractor may communicate with each other directly or through the Architect, provided, however, the Architect shall be promptly informed of any verbal communications (which may affect changes in the Work, Contract Time, Contract Sum, or constitute instructions relative to the Work or the Contractor's performance under the Contract) to which the Architect is not a party and shall be copied with any written communications between the Owner and Contractor. Communications by and with Subcontractors, Sub-subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner, unless the Owner instructs the Contractor otherwise Based on the Architect s observations and evaluations of the Contractor s Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts The Architect will have authority to reject Work, which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with Subparagraphs and , whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing portions of the Work The Architect will review and approve or take other appropriate action upon the Contractor s submittals such as Shop Drawings, Product Data and Samples. The Architect s action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect s professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect s review of the Contractor s submittals shall not relieve the Contractor of the obligations under Paragraphs 3.3, 3.5 and The Architect s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect s approval of a specific item shall not indicate approval of an assembly of which the item is a component The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in the Owner- Architect Agreement The Architect shall conduct inspections regarding Substantial Completion and final completion in accordance with the Owner/Architect Agreement If the Owner and Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect s responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents The Architect will interpret and provide recommendations concerning performance of the Owner and Contractor and requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect shall also be the initial interpreter of the Contract Documents when necessary to clarify any term, provision or condition thereof. The Architect s response to such requests will be made with reasonable promptness and within any time limits agreed upon. If no agreement is made concerning the time within which interpretations required of the Architect shall be furnished in compliance with this Paragraph 4.2, then delay shall not be recognized on account of failure by the Architect to furnish such interpretations until 15 days after written request is made for them Interpretations and decisions of the Architect will be consistent with the intent of and reasonably EDITION Page 13 5/29/09