PROJECT MANUAL COLLEGE OF SOUTHERN MARYLAND TELECOMMUNICATIONS ROOMS ELECTRICAL & MECHANICAL UPGRADES

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1 V a n t a g e T e c h n o l o g y C o n s u l t i n g G r o u p PROJECT MANUAL FOR COLLEGE OF SOUTHERN MARYLAND TELECOMMUNICATIONS ROOMS ELECTRICAL & MECHANICAL UPGRADES Charles County Calvert County St. Mary s County MARYLAND DGS Project No. # CC-09-MC ME VOLUME 1 OF 1 DIVISION 0 AND DIVISION 1 CONSTRUCTION DOCUMENT SUBMISSION OCTOBER 19, Baker Avenue Extension Suite 310 Concord MA ph fax

2 Telecommunications Rooms Electrical & Mechanical Upgrades CSM15-001C October 19, 2015 College of Southern Maryland VOLUME 1 TABLE OF CONTENTS DIVISION 00 - INTRODUCTORY INFORMATION, BIDDING AND CONTRACT REQUIREMENTS REQUEST FOR BIDS AND NOTIFICATION OF AVAILABILITY OF BID DOCUMENTS INSTRUCTIONS TO BIDDERS (AIA DOCUMENT A701) SUPPLEMENTARY INSTRUCTIONS TO BIDDERS BID FORM BID BOND (AIA DOCUMENT A310) CONTRACTOR S QUALIFICATION STATEMENT (AIA DOCUMENT 305) CONTRACT & BID/PROPOSAL AFFIDAVIT CONTRACT FOR CONSTRUCTION ON COLLEGE PREMISES PERFORMANCE BOND (AIA DOCUMENT A312) PAYMENT BOND (AIA DOCUMENT A312) FORM OF MBE UTILIZATION AFFIDAVIT CONFLICT OF INTEREST STATEMENT DIVISION 01 - GENERAL REQUIREMENTS SUMMARY GENERAL SITEWORK REQUIREMENTS PRICE AND PAYMENT PROCEDURES ALLOWANCES ALTERNATE BIDS ADMINISTRATIVE REQUIREMENTS CONSTRUCTION PROGRESS SCHEDULE SECURITY PROCEDURES QUALITY REQUIREMENTS TEMPORARY FACILITIES AND CONTROLS PRODUCT REQUIREMENTS EXECUTION AND CLOSEOUT REQUIREMENTS CONSTRUCTION WASTE MANAGEMENT AND DISPOSAL CLOSEOUT PROCEDURES CLOSEOUT SUBMITTALS END OF TABLE OF CONTENTS Table of Contents TOC - 2

3 CSM C Telecommunications Rooms Electrical & Mechanical Upgrades October 19, 2015 Vantage Technology Consulting Group COLLEGE OF SOUTHERN MARYLAND PROJECT NO. BU CSM BU C LD NG RENOVAT ON Telecommunications Rooms Electrical & Mechanical Upgrades REQUEST FOR BIDS AND NOTIFICATION OF AVAILABILITY OF BID DOCUMENTS The Board of Trustees of the College of Southern Maryland is soliciting sealed bids for Telecommunications Rooms Electrical & Mechanical Upgrades Project located at the La Plata, Leonardtown, Prince Frederick, and Waldorf Center campuses. Sealed bids will be received in the Procurement Office, Room 225, BU Building, College of Southern Maryland, 8730 Mitchell Road, La Plata, Maryland, no later than 3:00 p.m., local time, November 13, A public bid opening will immediately follow the close of receipt of bids. Bids received after the appointed date and time for receipt of bids cannot be accepted, will be logged in as late and returned to the Contractor unopened. Any bid can be withdrawn prior to the bid opening date and time. Bid documents, drawings and specifications are available in CD format at the College of Southern Maryland Procurement Office, telephone (301) or MMorsell@csmd.edu. If you are ing your request please include your company s full name and address, phone and address to insure receipt of any subsequent addendums. A pre-bid conference and site walk-through will be conducted on October 23, The exact time and location will be provided to those who register for the conference. RSVP to Mr. Joseph Piccolo via at jpiccolo@csmd.edu no later than October 22, 2015, 3:00 p.m. No more than three people from each firm may attend. Responses to any questions regarding the drawings, specifications or bid process as discussed at the pre-bid conference will be sent to all bidders on record in the Procurement Office via formal written addenda to the bid. Any other questions related to the specifications, drawings or bid process must be directed in writing to Mr. Joseph Piccolo or ed to jpiccolo@csmd.edu or mailed at the above stated address. The cut-off date for questions from bidders is, October 27, Additional information provided to bidders will be sent in writing by the Procurement Office to the list of active bidders, which is maintained by the college s Procurement Office, via addendum, as deemed appropriate and necessary. A summary of the bidding schedule is as follows: Request for Bids available to bidders 10/15/2015 Pre-Bid Conference 10/23/2015 Bidder questions due 10/27/2015, noon Responses to bidder questions 10/29/2015 Bids due 11/13/2015, 3:00 p.m. A Bid bond in the amount of five percent (5%) of the total bid will be required at the time of submission of bids, executed in the form of AIA Document A310. Maryland State prevailing wage rate requirements apply to this project. The Board of Trustees of the College of Southern Maryland reserves the right to reject any or all bids, and to waive any and all technicalities, formalities or informalities in bids either prior to or after bids have been received as it deems necessary and appropriate. All bids are considered final when submitted. Bids may not be withdrawn, modified or canceled for a period of 120 days after the time and date designated for receipt of bids. All bid awards are subject to final approval of contract award by the College of Southern Maryland s Board of Trustees. Bidders are reminded that funding for this project comes from both State and local funds and thus final award of contract is subject to the availability of public funds for this project. Moreover, final award of contract is subject to all applicable Federal, State and local laws, codes, regulations and Board of Public Works Advisories, and must also be approved by the State of Maryland Board of Public Works. The College of Southern Maryland is an Equal Employment Opportunity Institution. Minority, small and women-owned firms are strongly encouraged to submit bids for this project. State requirements for MBE participation will apply to this project. NOTIFICATION TO BIDDERS

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10 Telecommunications Rooms Electrical & Mechanical Upgrades October 19, 2015 College of Southern Maryland SECTION SUPPLEMENTARY INSTRUCTIONS TO BIDDERS PART 1 GENERAL The Instructions to Bidders of the Contract are the Instructions to Bidders, AIA Document A701, 1997 Edition, Articles 1 through 8, hereinafter referred to as the INSTRUCTIONS TO BIDDERS. 3.1 COPIES Revise to read Bidders may obtain complete sets (CD format) of the Bidding Documents from the Issuing Office designated in the Advertisement or Invitation to Bid Number CSM15-001C at no charge. 3.2 INTERPRETATION OR CORRECTION OF BIDDING DOCUMENTS Revise to read The College Procurement Office. 3.3 SUBSTITUTIONS Revise to read No substitutions will be considered unless they have been approved by the college, via addendum, prior to the receipt of bids. All requests for substitutions must be received on or before the submission deadline for questions (See Request For Bids) The College shall refer this information to the Architect for decision. The Architect s decision of approval or disapproval of the proposed substitution shall be final. 3.4 ADDENDA Add as follows: Addenda will become part of the Contract Documents when the Construction Contract is executed Add as follows: All questions regarding the proposal shall be directed in writing to Joe Piccolo jpiccolo@csmd.edu and Michelle Morsell mmorsell@csmd.edu not later than the time and date specified in the Invitation for Bids. Contractors are advised that the College reserves the right to use its best judgment in responding to any questions received after the aforementioned deadline. ARTICLE 4 BIDDING PROCEDURES 4.1 PREPARATION OF BIDS Revise to read Bids shall be submitted on forms identical to the forms included with the Bidding Documents which include the Conflict of Interest and Ethics Statements. Bids shall be submitted in the quantity stated under revised section SUBMISSION OF BIDS SUPPLEMENTARY INSTRUCTIONS TO BIDDERS

11 Telecommunications Rooms Electrical & Mechanical Upgrades October 19, 2015 College of Southern Maryland Add as follows: Late bids will not be considered and will be logged in and then returned to the Contractor unopened. ALL BIDS ARE DUE IN THE PROCUREMENT OFFICE, ROOM 225 OF THE BU BUILDING ON OR BEFORE THE TIME AND DATE SPECIFIED IN THE INVITATION FOR BIDS Revise to read oral, telephone, telegraphic, ed or faxed bids are invalid and will not receive consideration Add as follows: One original and three (3) copies of the Bid shall be submitted, signed, sealed and addressed College of Southern Maryland, Project No. CSM15-001C Telecommunications Rooms Electrical & Mechanical Upgrades Project Add as follows: In the event that the college is closed as a result of inclement weather or for other unanticipated reasons, bids will be due on the next day that the college is officially open, at the same time. In the event that the college has a delayed opening on the date that the bid is due, the bid date and time will not change. Information regarding the college s closings or delayed openings may be obtained by calling (800) or (301) MODIFICATION OR WITHDRAWAL OF BID Revise to read as follows: A bid may not be modified, withdrawn or cancelled by the bidder for a period of 120 days after the time and date of the bid Revise to read Contractors are responsible for the accuracy of their bids. Bids may be amended or withdrawn by the bidder up to the date and time designated for receipt of the bids Add as follows: After the bid due date, in the event of an error, bids may not be amended. The college does, however, reserve the right to contact any or all bidders to verify information included in the bid and to clarify any questions regarding the information submitted in the bids, in order to ascertain whether the bids received are both responsive and responsible. The college also reserves the right to waive any formalities, informalities or technicalities as are deemed appropriate, necessary or in the college s best interest. Specific to cost proposals, in the event of a unit price and its extension, the unit price will govern. 4.5 BIDDER QUALIFICATIONS STATEMENT Add as follows: Bidders shall submit with their bid a properly executed AIA Document 305, Contractor s Qualifications Statement. A copy of this form is attached immediately after this section. ARTICLE 5 CONSIDERATION OF BIDS 5.3 ACCEPTANCE OF BID (AWARD) Revise to read The Owner shall have the right to waive informalities, formalities or irregularities in a Bid received; to request any additional information necessary SUPPLEMENTARY INSTRUCTIONS TO BIDDERS

12 Telecommunications Rooms Electrical & Mechanical Upgrades October 19, 2015 College of Southern Maryland to clarify or determine whether the bid is in fact responsive and responsible; and to accept the Bid only, if, in the Owner s judgment, it is reasonable and in the Owner s best interest to accept the Bid Add as follows: Bidders are advised that this project is to be jointly funded by both State and local funds and therefore is subject to all applicable Federal, State and local laws, codes, regulations and Board of Public Works Advisories. To that end, determination of the successful bidder may be subject to any and all applicable State laws, regulations, codes and Board of Public Works Advisories. These may include but not be limited to economic benefits factors, reciprocal preference, etc. ARTICLE 6 POST BID INFORMATION 6.1 CONTRACTOR S QUALIFICATION STATEMENT: Replace with: The Owner reserves the right to request any additional information it deems necessary to determine the overall responsibility and responsiveness of a bidder(s) and the respective bid(s) and also the right to make such investigations as are deemed necessary to determine the ability of the Bidder to perform the work specified. This may include, but is not limited to, the right to request any or all information necessary to clarify a bid, a copy of a bidder s current, audited financial statements which have been prepared within the last six (6) months, additional references, a list of projects currently under way, etc. The Owner reserves the right to reject any bid if the evidence submitted by, or the investigation of such Bidder fails to satisfy the Owner that the bidder is properly qualified to carry out the obligations of the Contract and to complete the work contemplated therein. Conditional bids will not be accepted. ARTICLE 7 PERFORMANCE AND PAYMENT BOND REQUIREMENTS 7.1 BOND REQUIREMENTS: Replace as follows: The Owner shall require the selected Bidder to furnish a Performance Bond and a Labor and Materials Bond covering the faithful performance of the Contract and the payment of all obligations arising thereunder in such form and amount as specified in the Specifications. Unless otherwise approved, bonds shall be obtained from the same surety that furnished the Bid security. The issuing surety must be licensed to write bonds in the State of Maryland. The Bond shall be executed on AIA Document A312, in an amount equal to 100 percent of the Contract Sum. 7.2 TIME AND DELIVERY AND FORM OF BONDS Revise to read the Bidder shall deliver the required bond to the Owner not later than 10 days following the execution of the Contract and before any work begins. If the work is commenced prior thereto, in response to a letter of intent, the Bidder shall furnish and deliver such bonds to the Owner, prior to commencement of work Revise to read the bonds shall be issued on AIA Document A312. SUPPLEMENTARY INSTRUCTIONS TO BIDDERS

13 Telecommunications Rooms Electrical & Mechanical Upgrades October 19, 2015 College of Southern Maryland Revise to read The bonds shall be dated on or before the date of the Contract in accordance with subparagraph ARTICLE 8 FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR Revise to read A copy of the college s Contract for Construction on College Premises for Telecommunications Rooms Electrical & Mechanical Upgrades Project is enclosed and shall be the Agreement for the Work. ARTICLE 9 SUPPLEMENTARY INFORMATION 9.1 PERMITS: The Owner shall obtain zoning permits and easements. The Contractor shall obtain all building and other permits, fees, certificates and licenses necessary for the execution and completion of the work and all such fees are to be included in the Bid Price. A copy of the approved and stamped plans will be provided to the Contractor at the commencement of work. These documents are to be kept in good condition at the job site as required by Charles County and the State of Maryland. 9.2 ALL BID AWARDS are subject to final approval of contract award by the College of Southern Maryland Board of Trustees. Bidders are reminded that funding for this project comes from both State and local funds and thus final award of contract is subject to the availability of funding for this project. Moreover, final award of contract is subject to all applicable Federal, State and local laws, codes, regulations and Board of Public Works Advisories, and must also be approved by the State of Maryland Board of Public Works. 9.3 The Contractor shall be responsible to the College and the State for acts and omissions of his employees, subcontractors and suppliers at any tier of the project, and their agents and employees performing any of the work to or for the project. END SECTION SUPPLEMENTARY INSTRUCTIONS TO BIDDERS

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18 Telecommunications Rooms Electrical & Mechanical Upgrades CSM15-001C October 19, 2015 College of Southern Maryland Date: Project: _ Telecommunications Rooms Electrical & Mechanical Upgrades College of Southern Maryland Project No. CSM15-001C Bid Submitted By: Name Address City, State, Zip Telephone Number Submitted To: Procurement Office Center for Business and Industry (BI) Building/Room 025 College of Southern Maryland 8730 Mitchell Road La Plata, Maryland The undersigned BIDDER proposes and agrees, if this Bid is accepted, to enter into an Agreement with OWNER in the form included in the Contract Documents to complete all Work as specified or indicated in the Contract Documents for the Contract Price and within the Contract Time indicated in this Bid and in accordance with the Contract Documents. BIDDER has examined the site and locality where the Work is to be performed, the legal requirements (Federal, State and local laws, ordinances, rules and regulations) and the conditions affecting cost, progress or performance of the Work and has made such independent investigations as BIDDER deems necessary. The Owner reserves the right to select or reject any, all or none of the Alternates in any order. The Owner may retain the sum of One Thousand, Five Hundred Dollars ($1,500.00) as liquidated damages for each calendar day in excess of the Substantial Completion Date. I/We agree to achieve Substantial Completion of the Work by April 15 th, Receipt of the following addenda to the drawings and specifications is hereby acknowledged: Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated BIDDER hereby agrees to furnish all labor, materials, equipment and services required to erect and BID FORM

19 Telecommunications Rooms Electrical & Mechanical Upgrades CSM15-001C October 19, 2015 College of Southern Maryland complete the Project in strict accordance with the Contract Documents for the following: Base Bid Price: The sum of Dollars ($ ) Add Alternates: Dollars ($ ) BID FORM

20 Telecommunications Rooms Electrical & Mechanical Upgrades CSM15-001C October 19, 2015 College of Southern Maryland Affidavit:, being first duly sworn deposes and says that he is an officer in the building construction organization known as, and the party making a certain proposal or bid dated, 2015, and that this bid is genuine and not collusive or sham; that said bidder has not colluded, conspired, connived or agreed, directly or indirectly, with any bidder or person to put in a sham bid or to refrain from bidding, and has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference, with any person to fix the bid prices of the affidavit or any other bidder, or to fix any overhead, profit or cost element of said bid price, or that of any bidder, or to secure any advantage against the Owner or any other person interested in the proposed contract; and that all statements in said proposal or bid are true. Signature of: Bidder if the bidder is an individual Partner if the bidder is a partnership Officer if the bidder is a corporation Registered Maryland Contractor No.:. Subscribed and sworn before me this day of, 20 _. Notary Public My commission expires:, 201. NOTE: The following items shall be completed, attached to this Bid Form and shall be submitted herewith: 1. Bid Bond. 2. Contract & Bid/ Proposal Affidavit. 3. Form of MBE Utilization Affidavit. 4. Conflict of Interest/Ethics Affidavit. ***** BID FORM

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23 ATTACHMENT I CONTRACT & BID/PROPOSAL AFFIDAVIT FOR COLLEGE OF SOUTHERN MARYLAND (This Affidavit must be completed and returned with the Invitation For Bid/Request for Proposal) 1. AUTHORIZED REPRESENTATIVE: I HEREBY DECLARE AND CONFIRM that I am the (Title) and the duly authorized representative of (Name of Business) and that I possess the legal authority to make this Affidavit on behalf of myself and the Business for which I am acting. 2. AFFIRMATION REGARDING BRIBERY CONVICTIONS: I FURTHER AFFIRM that neither I, nor to the best of my knowledge, information, and belief, the above business (as is defined in Section (b) of the State Finance and Procurement Article of the Annotated Code of Maryland), or any of its officers, directors, partners, or any of its employees directly involved in obtaining or performing contracts with public bodies (as is defined in Section (f) of the State Finance and Procurement Article of the Annotated Code of Maryland), has been convicted of, or has had probation before judgment imposed pursuant to Article 27, Section 641 of the Annotated Code of Maryland, or has pleaded nolo contrende to a charge of bribery, attempted bribery, or conspiracy to bribe in violation of Maryland Law, or the law of any other state or federal law, except as follows [indicate the reasons why the affirmation cannot be given and list any conviction, plea, or imposition of probation before judgment with the date, court, official or administrative body, the sentence of disposition, the name(s) of person(s) involved, and their current positions and responsibilities with the business: 3. AFFIRMATION REGARDING OTHER CONVICTIONS: I FURTHER AFFIRM that neither I, nor to the best of my knowledge, information, and belief, the above business, or any of its officers, directors, partners, or any of its employees directly involved in obtaining or performing contracts with public bodies, has: A. been convicted under state or federal statute of a criminal offense incident to obtaining or attempting to obtain or performing a public or private contract, fraud, embezzlement, theft, forgery, falsification or destruction of records, or receiving stolen property; B. been convicted of any violation of a state or federal antitrust statute; C. been convicted under the provisions of Title 18 of the United States Organization Code for violation of the Racketeer Influenced and Corrupt Organization Act, 18 U.B.C., Sections 1961 et seq.; or the Mail Fraud Act, 18 U.S.C. Section 1341 et seq.; for acts arising out of the submission of bids or proposals for a public or private contract; D. been convicted of a violation of the State Minority Business Enterprise Law, Section of the State Finance and Procurement Article of the Annotated Code of Maryland; E. been convicted of conspiring to commit any act or omission that would constitute grounds for conviction or liability under any law or statute described in subsection (A) (B), (C), (D), above; or F. been found civilly liable under state or federal antitrust statutes for acts or omissions in connection with the submission of bids or proposals for a public or private contract; G. admitted in writing or under oath, during the course of an official investigation or other proceeding, acts or omissions that would constitute grounds for conviction or liability under any law or statute described above, except as follows [indicate reasons why the affirmation cannot be given, and list any conviction, plea, or imposition or probation before judgment with the date, court, official or administrative body, the sentence or disposition, the name(s) of the person(s) involved and their current positions and responsibilities with the business, and the status of any debarment]: 4. AFFIRMATION REGARDING DEBARMENT: I FURTHER AFFIRM that Neither I, nor to the best of my knowledge, information, and belief, the above business, or any of its officers, directors, partners, or any of its employees directly involved in obtaining or performing contracts with public bodies, has ever been suspended or debarred (including being issued a limited denial of anticipation) by any public entity, except as follows [list each debarment or suspension providing the dates of the suspension or debarment, the name of the public entity and the status of the proceedings, the name(s) of the person(s) involved and their current positions and responsibilities with the business, the grounds for the debarment or suspension, and the details of each person s involvement in any activity that formed the grounds for the debarment or suspension]: 5. AFFIRMATION REGARDING DEBARMENT OF RELATED ENTITIES: I FURTHER AFFIRM that A. The business was not established and it does not operate in a manner designed to evade the application of or defeat the purpose of debarment pursuant to Sections , et seq., of the State Finance and Procurement Article of the Annotated Code of Maryland; and

24 B. The business is not a successor, assignee, subsidiary, or affiliate of a suspended or debarred business, except as follows [indicate the reason(s) why the affirmation cannot be given without qualification]: 6. SUB-CONTRACT AFFIRMATION: I FURTHER AFFIRM that neither I, nor to the best of my knowledge, information, and belief, the above business, has knowingly entered into a contract with a public body under which a person debarred or suspended under Title 16 of the State Finance and Procurement Article of the Annotated Code of Maryland will provide, directly or indirectly, supplies, services, architectural services, construction related services, leases of real property, or construction. 7. AFFIRMATION REGARDING COLLUSION: I HEREBY AFFIRM that neither I nor, to the best of my knowledge, information and belief, the above business has: A. Agreed, conspired, connived, or colluded to produce a deceptive show of competition in the compilation of the bid or offer that is being submitted herewith. B. In any manner, directly or indirectly, entered into any agreement, participated in any collusion to fix the bid price or price proposal of the offeror or offeror or of any competitor, or otherwise taken any action in restraint of free competitive bidding in connection with the contract for which the accompanying within bid or offer is submitted. 8. FINANCIAL DISCLOSURE AFFIRMATION: I FURTHER AFFIRM that I am aware of, and that the above business will comply with the provisions of Article 33, Sections 30-4 of the Annotated Code of Maryland which require that every person that enters into contracts, leases, or other agreements with the State of Maryland or its agencies during a calendar year under which the business is to receive in the aggregate $100,000 or more, shall within thirty (30) days of the time when the aggregate value of these contracts, leases or other agreements reached $100,000, file with the Secretary of State of Maryland certain specified information to include disclosure of beneficial ownership of the business. 9. POLITICAL CONTRIBUTION DISCLOSURE AFFIRMATION: I FURTHER AFFIRM that I am aware of and that the above firm will comply with the provisions of Article 33, Sections 30-1 through 30-4 of the Annotated Code of Maryland, which require that every person that enters into contracts, leases, or other agreements with the State of Maryland or a political subdivision of the State, including its agencies, during a calendar year under which the person receives in the aggregate $10,000 or more, shall on or before February 1 of the following year file with the Secretary of State of Maryland certain specified information to include disclosure of political contributions in excess of $100 to a candidate for elective office in any primary or general election. 10. DRUG AND ALCOHOL FREE WORKPLACE: I CERTIFY THAT: A. Terms defined in COMAR Drug and Alcohol Free Workplace shall have the same meaning when used in this certification. B. The Business, if other than an individual, certifies and agrees that, with respect to its employees who will participate in the performance of the contract, the Business shall: (1) Maintain a workplace free of drug and alcohol abuse during the term of the contract; (2) Publish a statement notifying the Contractor s employees that the unlawful manufacture, distribution, dispensing, possession, or use of drugs, and the abuse of drugs or alcohol is prohibited in the vendor s workplace and specifying the actions that will be taken against employees for violation of these prohibitions; (3) Prohibit its employees from working under the influence of drugs or alcohol; (4) Not hire or assign to work on the contract anyone whom the business knows, or in the exercise of due diligence should know, currently abuses drugs or alcohol and is not actively engaged in a bona fide drug or alcohol abuse assistance or rehabilitation program; (5) Promptly inform the appropriate law enforcement agency of every drug-related crime that occurs in the business workplace if the business has observed the violation or otherwise has reliable information that a violation has occurred; (6) Establish drug and alcohol abuse awareness programs to inform the Contractor s employees about: (a) the dangers of drug and alcohol abuse in the workplace (b) the Contractor s policy of maintaining a drug and alcohol free workplace, (c) any available drug and alcohol counseling, rehabilitation, and employee assistance programs, and (d) the penalties that may be imposed upon employees who abuse drugs and alcohol in the workplace; (7) Provide all employees engaged in the performance of the contract with a copy of the statement required by Section B(2), above. (8) Notify its employees in the statement required by Section B(2), above, that as a condition of continued employment on the contract the employee shall: (a) abide by the terms of the statement, and (b) notify the employer of any criminal drug or alcohol abuse conviction for an offense occurring in the workplace not later than 5 days after the conviction; (9) Notify the procurement officer within 10 days after receiving notice under Section B(8) (b), above, or otherwise receiving actual notice of a conviction; (10) Within 30 days after receiving notice under Section B(8) (b), above, or otherwise receiving actual notice of a conviction, impose either of the following sanctions or remedial measures on any employee who is convicted of a drug or alcohol abuse offense occurring in the workplace: (a) take appropriate personnel action against an employee, up to and including termination, or (b) require an employee to satisfactorily participate in a bona fide drug or alcohol abuse assistance or rehabilitation program; and (11) Make a good faith effort to maintain a drug and alcohol free workplace through implementation of Section B(1)-(10), above. C. If the Business is an individual, the individual shall certify and agree, as set forth in Section F(4), below, that the individual shall not engage in the unlawful manufacture, distribution, dispensing, possession, or use of drugs or the abuse of drugs or alcohol in the performance of the contract.

25 D. I acknowledge and agree that: (1) The award of the contract is conditional upon completion with COMAR and this certification; (2) The violation of the provisions of COMAR or this certification shall be cause to suspend payments under, or terminate the contract for default under COMAR or , as applicable; and (3) The violation of the provisions of COMAR or this certification in connection with the contract may, in the exercise of the discretion of the Board of Public Works, result in the vendor s suspension and debarment under COMAR COMPLIANCE WITH LAWS: I FURTHER AFFIRM and hereby represent and warrant that the Business named above a) is qualified to do business in the State of Maryland and that it will take such action as, from time to time, may be necessary to remain so qualified; b) is not in arrears with respect to the payment of any monies due and owing the State of Maryland or any department or unit thereof, including but not limited tot he payment of taxes and employee benefits, and that it shall not become so in arrears during the term of this Contract; c) shall comply with all Federal, State and local laws, regulations and ordinances applicable to its activities and obligations under this Contract; and d) shall procure, at its expense, all licenses, permits, insurance and governmental approvals, if any, necessary to the performance of its obligations under this Contract. 12. CERTIFICATION OF CORPORATE REGISTRATION AND TAX PAYMENT: I FURTHER AFFIRM THAT: A. The Business named above is a domestic foreign corporation registered in accordance with the Corporations and Associations Article, Annotated Code of Maryland, and that it is in good standing and has filed all its annual reports, together with filing fees, with the Maryland State Department of Assessments and Taxation, and that the name and address of its resident agent filed with the State Department of Assessments and Taxation is: Name: Address: (If not applicable, so state) B. Except as validly contested, the business has paid, or has arranged for payment of, all taxes due the State of Maryland and has filed all required returns and reports with the Comptroller of the Treasury, the State Department of Assessments and Taxation, and the Department of Economic and Employment Development, as applicable and will have paid all withholding taxes due the State of Maryland prior to final settlement. 13. CONTINGENT FEES: I FURTHER WARRANT that the business has not employed or retained any person, partnership, corporation, or other entity, other than a bona fide employee or agent working for the business, to solicit or secure the contract, and that the business has not paid or agreed to pay any person, partnership, corporation, or other entity, other than a bona fide employee or agent, any fee of any other consideration contingent on the making of the contract. For breach or violation of this warranty, the College shall have the right to annul this Contract without liability or, in its discretion, to deduct from the consideration otherwise payable to the business the full amount of such fee or other consideration. I ACKNOWLEDGE THAT THIS AFFIDAVIT is to be furnished to the Purchasing Agent and may be distributed to boards, commissions, administrations, departments and agencies of: (1) the State of Maryland; (2) counties or other subdivisions of the State of Maryland; (3) other states; and (4) the federal government. I further acknowledge that this Affidavit is subject to applicable laws of the United States and the State of Maryland, both criminal and civil, and that nothing in this Affidavit or any contract resulting from the solicitation shall be construed to supersede, amend, modify or waive, on the behalf of the State of Maryland, and any office or agency of the State of Maryland or any unit of the State of Maryland having jurisdiction, the exercise of any statutory right or remedy conferred by the Constitution and the laws of Maryland in respect to any misrepresentation made or any violation of the obligations, terms and covenants undertaken by the above business in respect to (1) this Affidavit, (2) the contract, and (3) other Affidavits comprising part of the contract. I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE CONTENTS OF THE FOREGOING DOCUMENT ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION, AND BELIEF. Signature

26 CONFLICT OF INTEREST STATEMENT The undersigned hereby affirms and attests that to the best of my knowledge, no trustee or employee of the College of Southern Maryland or spouse, parent, child, brother or sister of the trustee or employee, own assets in this business, and as of this date are also employed by the College of Southern Maryland. Authorized Signature Date END OF SECTION ETHICS STATEMENT In compliance with the Public Ethics Law et al., contained in the Maryland Annotated Code, Section , I hereby affirm that no employee of or representative for our company assisted the College in the drafting of specifications, Invitation for Bid or a Invitation For Bid for this procurement, nor did any employee of or representative for our company assist or represent another person, directly or indirectly, who is submitting a bid or bids for this procurement. Company _ Authorized Signature Date END OF SECTION Telecommunications Rooms Electrical & Mechanical Upgrades Project

27 Telecommunications Rooms Electrical & Mechanical Upgrades Project FORM OF MBE UTILIZATION AFFIDAVIT The undersigned as General Contractor does hereby make the following affidavit. I acknowledge the Minority Business Enterprise participation goal of 25% of the total contract dollar value directly or indirectly from Certified minority business enterprises. I am committed to making a good faith effort to achieve this goal for this contract for the College of Southern Maryland. In the solicitation of subcontract quotations or offers all Minority Business Enterprise (MBE) subcontractors were provided not less than the same information and amount of time to respond to the solicitations. The solicitation process was conducted in such a manner so as to otherwise not place MBE subcontractors at a competitive disadvantage to non-mbe subcontractors. I do solemnly declare and affirm under the penalty of perjury that the contents of the foregoing document are true and correct to the best of my knowledge, information and belief. Signature of Applicant: Printed Name: Representing: Date: Sworn and subscribed before me this day of, WHEREAS, I hereunto set my hand and Notary Seal. My Commission Expires: IFB: CSM15-001C

28 COLLEGE OF SOUTHERN MARYLAND Contract for Construction Telecommunications Rooms Electrical & Mechanical Upgrades No. CSM C

29 TABLE OF CONTENTS ARTICLES Page No. 1. The Contract Documents Integration The Work Time of Commencement and Completion Payment Additional Definitions Meaning and Intent of Documents Performance and Payment Bonds Duties of Contractor Drawings, Prints, and Publications Verifications and Testing Material and Workmanship Intellectual Property Rights Permits, Licenses, and Regulations Protection of Work and Personnel Damaged Work Supervision Sequence of Work Progress Schedules and Progress of the Work Changes Delays and Extension of Time Termination and Suspension Overtime Independent Contractors Indemnity Insurance Assignment Work of Separate Contractors Subcontractors Cutting and Patching Work Area, Cleaning, Housekeeping, and Waste Removal Rules of Conduct Audit Registration for Corporations Not Incorporated in the State of Maryland Governing Law / Choice of Forum Notice Headings Severability Rights and Remedies Commercial Nondiscrimination Policy Counterparts

30 This Agreement ( Agreement or Contract ) is made this day of, 2016 by and between the College of Southern Maryland (hereinafter called College ), 8730 Mitchell Road, P.O. Box 910, La Plata, Maryland And Name of Company., a corporation with a principal place of business at address (hereinafter called Contractor ). NOW, THEREFORE, in consideration of the mutual promises and conditions herein, as well as other good and valuable consideration, the adequacy of which is hereby acknowledged, the College and the Contractor agree as follows: ARTICLE 1 THE CONTRACT DOCUMENTS 1.1 The Contract Documents consist of this Contract, the drawings, and specifications (so designated by the College), the Contract Bond (Performance and Payment), all documents designated by the Owner as exhibits to the Contract, all College-approved Addenda, and all College-approved Modifications issued subsequent to execution of the Contract. Addenda are written amendments to the Contract Documents issued during the bid period for this Work by the Architect and signed by the Architect. A Modification is (a) a written amendment to the Contract signed by both parties, or (b) a Change Order issued in accordance with the provisions of this Agreement or (c) an Order for Minor Change issued by the Architect and/or College in accordance with the provisions of this Agreement. These form the Contract and all are fully a part of the Contract as if attached to this Contract or repeated herein. The Contract Documents shall be given precedence in the following order to resolve any inconsistent provisions between such documents: (a) Order for Minor Change, (b) Change Order, (c) any other Modification to this Contract, (d) any Addenda, (e) this Contract, (f) specifications, and (g) drawings.if the Contractor identifies inconsistent provisions within the drawings or specifications, the Contractor shall notify the College and shall perform the Work as directed by the College at no additional cost to the College. ARTICLE 2 INTEGRATION 2.1 The Contract Documents represent the entire and integrated agreement between the parties hereto and supersede all prior negotiations, representations, or agreements, either written or oral, including the bidding documents. The Contract Documents may be amended or modified only by Modification. Any other terms, conditions or requirements set forth elsewhere, including, but not limited to, those contained in bidding requirements (advertisement or invitation to bid, instructions to bidders, sample forms, the Contractor s bid or portions of addenda relating to bidding requirements), purchase orders or acknowledgements are not included as Contract Documents and are of no force or effect. The Contract Documents shall not be construed to create a contractual relationship of any kind between the College and a Subcontractor. 3

31 ARTICLE 3 THE WORK 3.1 The Contractor shall perform the following Work required by the Contract Documents: Telecommunications Rooms Electrical & Mechanical Upgrades Project 3.2 The Contractor expressly recognizes the special relationship of trust and confidence between it and the College under this Contract. The Contractor represents and warrants that it is highly qualified and experienced, with a competent organization and financial resources amply requisite to prosecute and successfully complete the Work, economically and expeditiously, consistent with the best interest of the College. The Contractor understands and agrees that the College is relying upon the expertise and competence of the Contractor and does not purport to have expertise of its own in the services described in this Contract. ARTICLE 4 TIME OF COMMENCEMENT AND COMPLETION 4.1 This Contract is subject to approval by the Maryland Board of Public Works ( MBPW ) and the College s Board of Trustees ( CSM Trustees ). Unless and until the MBPW and the CSM Trustees approve this Contract, it shall be of no effect and shall not bind the College in whole or in part. The commencement date shall be the date written in a formal notice to proceed by the College. The Contractor shall commence the Work no later than seven (7) days after the commencement date. 4.2 The Contractor shall prosecute the Work diligently and be substantially completed on or before? days after the date stated in the notice to proceed ( Contract Time ). Substantial completion means the date when a temporary and/or final Certificate of Occupancy is issued by the appropriate governmental authority, and is sufficiently complete in accordance with the Contract Documents so that the entire Project can be occupied for its intended purposes. 4.3 The Contractor shall achieve final completion of all of the Work required by the Contract Documents within 30 days after it achieves Substantial Completion, including that the project shall be entirely ready for use and occupancy, all temporary buildings, equipment, tools, and surplus end waste materials will have been removed from the job site and the project will be in a finished condition, as specified. Time is of the essence to this Contract. ARTICLE 5 PAYMENT 5.1 The College shall cause the Contractor to be paid for the performance of the Work, subject to additions and deductions by Change Order as provided in this Contract, the firm lump sum of $????. 4

32 5.2 Before the first Application for Payment, the Contractor shall submit to the College and to the Consultant a schedule of values of the various portions of the Work, divided so as to facilitate payments to the Contractor and Subcontractors prepared in such manner as specified by the College and supported by such data to substantiate its correctness as the College s Representative may require. Each item in the schedule of values shall include its proper share of overhead and profit. This schedule, when approved by the College, shall be used only as a basis for the Contractor s Applications for Payment. No partial payments will be made until after the schedule of values has been submitted to and approved by the College. At its sole option, the College may require the Contractor to modify the schedule of values if, at any time, the College believes the then-current schedule of values does not reflect the actual value of Work. 5.3 The Contractor shall submit to the College and the Consultant a projected draw schedule of payments over the term of the Work to be performed. This draw schedule shall initially be due 30 days from the date of commencement of the Work and shall be updated quarterly. The draw schedule shall be the Contractor s best and good faith estimate of the amounts anticipated to be submitted for each Application for Payment. 5.4 At the end of each calendar month, based on an approved schedule of values, the Contractor may submit an Application for Payment which shall be an invoice to the College for the estimated cost of the Work including labor and materials furnished and incorporated therein, less previous payments and less applicable retainage as set forth in Section Contractor s Applications for Payment shall describe, in detail, the Work for which Contractor is seeking payment. Each Application shall be supported by such data substantiating the Contractor s right to payment as the College or Consultant may reasonably require. If the Application is approved by the Architect and the College s Representative, the College will, within thirty (30) days of receipt of the approved Application, submit the invoice for payment to the State of Maryland or, at the College s option, make direct payment to the Contractor Provided that the Contractor submits payment and performance bonds in accordance with Section 8.1 below, for the first 50% of the Work, there shall be deducted from each Application for Payment five percent (5%) for retainage. Thereafter, provided that the Work proceeds satisfactorily and in accordance with the Contract Documents as determined by the College, no further retainage shall be deducted from Applications for Payment. If the Contractor does not submit payment and performance bonds in strict accordance with Section 8.1 below, then there shall be deducted from each application for payment until the final Application an amount of five percent (5%) for retainage. Retainage withheld shall be released upon payment of the final Application for Payment Contractor may include in its Application for Payment a portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in writing in advance by the College, suitably stored off the site at a location agreed upon in writing. In no event shall the Contractor submit with its Application for Payment a request for payment of materials and equipment that exceeds fifty percent (50%) of the value of stored materials and equipment. 5.5 The Contractor warrants and guarantees that title to all work, materials, and equipment covered by an Application for Payment, whether incorporated in the project or not, will pass to the College upon the receipt of such payment by the Contractor, free and clean of all liens, claims, security, interests, or encumbrances; and that no work, materials or equipment covered by an Application for Payment will have been acquired by the Contractor, or by any other person performing the work, at the site or furnishing materials and equipment for the project, subject to an Agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person. 5.6 The payment of the Contractor s Applications for Payment shall not constitute a representation that the College has inspected or accepted the Work or that the College has deemed that the Work is free from defects and in conformity with the requirements of this Contract. All payments are subject to deduction for loss, damage, costs, or expenses for which the Contractor may be liable. 5.7 The College may decide to withhold, or not to submit to the State of Maryland a recommendation for, all or any part of a payment due the Contractor if, in the College s reasonable opinion, the College considers it necessary to protect itself from loss because of (a) defective Work not remedied, (b) third party claims filed 5

33 or reasonable evidence indicating probable filing of such claims, (c) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum, (d) persistent failure to carry out the Work in accordance with the Contract Documents, (e) failure of the Contractor to make payments properly to Subcontractors for labor, materials or equipment, or (f) unsatisfactory prosecution of the Work by the Contractor. When in the opinion of the College the reason for withholding funds to protect itself from loss has been resolved, the payment withheld or not submitted shall be paid to the Contractor. 5.8 Payment for all additional Work not contemplated in Article 3 hereof shall be authorized and payable only to the extent provided in the section headed Changes herein. 5.9 Balance ( Final Payment ) will be submitted to the State of Maryland for payment or, at the College s option, paid directly by the College to the Contractor within ninety (90) days after the Work has been fully completed to the satisfaction of the Architect and the College and accepted The making of Final Payment shall not constitute a waiver of any claims by the College arising from: a) Faulty or defective Work unless waived expressly by the College, b) Failure of the Work to comply with the requirements of the Contract Documents, or c) Terms of any guarantee required by the Contract Documents The acceptance of Final Payment shall constitute a waiver of all claims by the Contractor except those of which the College was previously notified in writing and remain unsettled at the date of the Final Payment. ARTICLE 6 ADDITIONAL DEFINITIONS 6.1 College s Representative The College will designate a representative on the Work who shall represent the College in the conduct of the Work. This representative shall be a qualified employee or qualified independent contractor having allegiance to the College. The College may, at any time, designate a different representative by providing notice to the Contractor. The College s Representative shall not have authority to issue or sign any Modification. 6.2 Subcontractor A Subcontractor is a person or organization that has a direct contract with the Contractor including one who furnishes material worked to a special design according to the plans or specifications of this Work. The term does not include one who merely furnishes material not so worked. The Contractor represents that the Subcontractors, manufacturers, and suppliers engaged or to be engaged by it are and will be familiar with the requirements for performance by them of their obligations. 6.3 Work The term Work includes the Work set forth in Article 3 of this Agreement and all labor necessary to produce the construction required by the Contract Documents, and all materials and equipment incorporated or to be incorporated in such construction. The Work includes, without limitation, all labor, materials, equipment, and services provided or to be provided by Subcontractors, material suppliers, or any other entity for whom Contractor is responsible under or pursuant to the Contract Documents. ARTICLE 7 MEANING AND INTENT OF DOCUMENTS 7.1 The drawings, and specifications applicable to the Contract Documents and instructions set forth therein are complementary and are intended to coordinate, provide for, and include everything necessary for the proper, 6

34 complete, and orderly execution and finishing of the Work. Omission from drawings and specifications of any Work which was obviously intended under the Contract Documents shall not relieve the Contractor or Subcontractors from furnishing such Work. Unless otherwise stated in the Contract Documents, work or materials described in words which have a well-known technical or trade meaning shall be interpreted by such customary and recognized standard of meaning. 7.2 Failure upon the part of the Contractor to deliver the Performance or Payment Bonds shall be just cause for the termination of the Contract and the forfeiture of the bid guaranty to the College, which forfeiture shall be considered not as a penalty, but in liquidation of damages sustained. 7.3 Whenever in the Contract an action is permitted or required to be taken within a specified number of days, every day of the calendar shall be counted unless explicitly stated otherwise. ARTICLE 8 PERFORMANCE AND PAYMENT BONDS 8.1 Within ten (10 days of the date of execution of this Agreement, the Contractor shall deliver to the College a Performance Bond and a Payment Bond, properly executed by a Surety Company acceptable to the College, each in the amount of one hundred (100) percent of the Contract Sum. 8.2 Failure upon the part of the Contractor to deliver the Performance or Payment Bonds shall be just cause for the termination of the Contract and the forfeiture of the bid guaranty to the College, which forfeiture shall be considered not as a penalty, but in liquidation of damages sustained. ARTICLE 9 DUTIES OF CONTRACTOR 9.1 The Contractor shall execute all the Work and use materials strictly in accordance with the drawings and specifications. 9.2 The Contractor acknowledges that it has carefully examined all documents pertaining to the Work, the location, accessibility, and general character of the site of the Work and all existing buildings, structures, and improvements within and adjacent to the site, and has satisfied itself as to the nature of the Work, the conditions of all existing buildings, structures, and improvements, the conformation of the ground, the character, quality, and quantity of the material to be encountered, the character of the equipment and facilities needed preliminary to and during prosecution of the Work, the general and local conditions, the construction hazards, and all other matters, including but not limited to, labor conditions which can in any way affect the Work under the Contract Documents. The Contractor further acknowledges that it has satisfied itself as to the feasibility and correctness of the Contract Documents for the construction of the Work, that the Work can be constructed as designed, that the Contractor accepts all the terms and stipulations contained in the Contract Documents, and that the Contractor is prepared to work in peace and harmony with other contractors performing work on the site. No oral agreement or conversation with any officer, agent, or employee of the College, either before or after the execution of the Contract, shall affect or modify any of the terms or obligations herein contained. 9.3 The Contractor shall furnish at its sole expense all materials, tools, equipment, labor, superintendence, services, and facilities to perform the Work, except as may be otherwise specified in the Contract. 9.4 The Contractor recognizes that all or part of the Work may be performed while the College is in partial or full operation. All Work shall be done in a workmanlike manner by workers skilled in their respective trades and in such a way as to cause the least possible interference with operations of the College or other contractors. 7

35 9.5 The Contractor shall comply with all rules, regulations, ordinances, and laws relating to the Work, including but not limited to the College s rules and regulations, the provisions of any social security or unemployment insurance laws, state or federal, including but not limited to the Federal Occupational Safety & Health Act, Section 1926, as now or hereafter in force, and the provisions of applicable workmen's compensation laws and the provisions of all laws and regulations, state or federal, regarding the payment or determination of wages and/or benefits (including, without limitation, all determinations by the State of Maryland regarding the minimum rates to be paid to laborers, mechanics, and others for this Work). 9.6 Unless otherwise stated in the Contract Documents, the Contractor shall confine its activities, labor, materials and equipment to the limits of the construction site. Contractor may not use any of the College s facilities or property for its Work, unless the Contractor receives prior written permission for such use or such use is expressly permitted by the Contract Documents. The Contractor shall cause all utilities (water, oil, gas, electric, telephone, or other) that it may use for the Work to be separately metered. The Contractor shall bear all costs of such utilities and metering. 9.7 The Contractor shall be bound by the decisions of the Consultant and/or the College's Representative with respect to instructions and interpretation of the drawings, and specifications, which decisions shall be authoritative and binding upon the Contractor. Upon request, such decisions, instructions, or interpretations will be issued in writing. Any exceptions the Contractor may take to such decisions, instructions, or interpretations (whether issued in writing or orally) or any claim by the Contractor that additional compensation is due on account of such decisions of the Consultant and/or the College s Representative, shall be made in writing to the College Representative within seven (7) days of such ruling and before the Work involved is performed; otherwise, such decisions, instructions or interpretations shall be deemed accepted without question and without additional compensation. The Contractor waives expressly any right to claim for additional compensation or an extension of time to complete the Work if notice is not submitted timely. 9.8 The Contractor shall at all times enforce strict discipline and good order among its employees and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to him or her. 9.9 The Contractor shall pay all sales, consumer, use, and other similar taxes required by law Substitute Work shall not be committed, ordered, or installed in any instance without the prior written approval of the Architect and the College and as may be provided by the specifications. The College may reject any requests for substitutions, with or without cause. By making requests for substitutions, the Contractor: Represents that the Contractor has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified; Represents that the Contractor will provide the same warranty for the substitution that the Contractor would for that specified; Certifies that the cost data presented is complete and includes all related costs under the Contract Documents and waives all claims for additional costs related to the substitution which subsequently becomes apparent; and Will coordinate the installation of the accepted substitute, making such changes as may be required for the Work to be complete in all respects The acceptance at any time of materials by or on behalf of the College shall not be a bar to future rejection if they are subsequently found to be defective or inferior in quality or uniformity to the material specified, or are not as represented to the College 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 program of sweeping and hosing to minimize accumulation of dirt and dust upon such areas. 8

36 9.13 The Contractor shall notify all utility companies prior to working on those utilities The Contractor shall cooperate, and not interfere, with the College if the College, at its sole right and option, elects to install furniture, make other installations and/or take occupancy of the building at any time on or after the date of Substantial Completion. ARTICLE 10 DRAWINGS, PRINTS, AND PUBLICATIONS 10.1 Ownership All specifications, drawings, and copies thereof furnished by the College are the property of the College and/or Architect and shall not be copied or used for any other work, and, with the exception of one contract record set, shall be returned to the College upon completion of the Work. The College shall provide, or cause to be provided, to the Contractor, one (1) electro n ic set of drawings and one (1) electronic set of specifications. The Contractor may obtain hard copies of the drawings and specifications at its sole expense Reference to Drawings The drawings and specifications are instruments of service through which the Work to be executed by the Contractor is described. The drawings are the graphic and pictorial portions of the Contract Document showing the design, location, and dimensions of the Work, including plans, elevations, sections, details, schedules, and diagrams. Particular reference shall be made by the Contractor to the accompanying drawings of this Work On-Site Drawings; As-Built Drawings The Contractor shall maintain at the site for the College one (1) copy of all drawings, specifications, addenda, approved shop drawings, Change Orders, and other Modifications, in good order and marked to record all changes made during construction. These shall be available to the College or Architect upon request. The drawings, marked to record all changes made, additions or omissions (either by Change Order or otherwise) during construction, shall be used to prepare as-built drawings and shall be delivered to the College upon completion of the Work. Final Payment shall not be made prior to receipt by the College of the drawings in a reproducible format (e.g. vellums or CAD files with printed copy), notwithstanding any other provision of this Agreement to the contrary Technical Publications The Contractor shall deliver to the College the installation, operation and maintenance manuals for all mechanical, technology, and electrical equipment and for their systems and products. Final Payment shall not be made prior to receipt by the College of the publications, notwithstanding any other provision of this Agreement to the contrary. ARTICLE 11 VERIFICATIONS AND TESTING 11.1 Measurements Before ordering any materials or doing any Work, the Contractor shall verify all measurements for its particular class of Work and shall be responsible for the correctness of same. The Contractor shall immediately notify the College of any noticeable discrepancy in this respect for its consideration and decision. The Contractor shall check all parts of the Work and lay out in order that construction as a whole conforms to the intent of the Contract Documents No extra charge will be allowed on account of differences between actual dimensions and the measurements indicated on the drawings and specifications. 9

37 11.2 Lines & Levels The Contractor shall pay for and be responsible for its own surveys as required for the location, orientation and elevation for the project Materials Testing and Inspection The College may conduct or cause to be conducted all materials testing and inspections as may be required by the specifications or otherwise required by law or regulation. ARTICLE 12 MATERIAL AND WORKMANSHIP 12.1 Disputes Should any dispute arise as to the quality or fitness of workmanship, equipment, materials, or articles, the decision shall rest with the College s Representative and shall be based upon the requirements of the Work Shop, Working and Equipment Drawings The Contractor shall submit for review and approval, unless stated otherwise in the specifications, two (2) copies to the Consultant and two (2) copies to the College and the appropriate number of copies, if any, required by law to the Maryland Department of General Services, of all shop drawings, working drawings and schedules for material and the work of various trades shown thereon. Such drawings and schedules shall be promptly submitted, so as not to delay the Work of the Contractor or the Work of any other contractor or Subcontractor. The Contractor shall make any corrections requested by the College or Consultant in such drawings and schedules and unless stated otherwise in the specifications shall file with the Consultant two (2) corrected copies and with the College two (2) corrected copies plus additional copies as they may be needed for the Work The Consultant s and the College s review of such drawings and schedules shall only be for general conformance with the Contract Documents. Review or approval of drawings and schedules by the Architect and the College shall not in any way limit or diminish the Contractor's duty to perform the Work in strict accordance with all of the terms and provisions and specifications of this Agreement, nor in any way relieve the Contractor of the responsibility for proper fitting and construction of the Work The Contractor's drawings shall adequately identify the College and the Work and shall satisfy all requirements set forth in the specifications and other Contract Documents The Contractor shall furnish to the College and the Consultant, for their written approval, the name of the manufacturer of machinery, mechanical, technology and other equipment, which it contemplates incorporating in the Work, together with their performance, capacities, and other pertinent information. Where required by the specifications, the Contractor shall furnish the College and/or Consultant, for approval, full information concerning the materials or articles which the Contractor contemplates incorporating in the Work. Machinery, equipment, materials, and articles installed or used without such written approval shall be at the risk of subsequent rejection Standardization Where materials and/or equipment are specified by manufacturer's name, it is not intended to limit competition nor imply preference on the part of the College or Consultant. Products which have established a similar standard or quality and type will be considered; however, the Contractor shall quote materials and/or equipment as specified in base bid and offer its suggestions as alternates with an addition or deduction to base bid. The College and the Consultant reserve the right to judge the suitability of any alternate to meet the specifications and requirements of the Work-subject to the final decision of the College. 10

38 12.4 Special Devices The College shall have the right to approve or reject any or all special devices, apparatus, or other materials used in the construction of the Work, patented or otherwise, which are not specifically required by the specifications Delivery & Storage The Contractor acknowledges that the College s receiving and storage space is limited. The Contractor shall carefully control the scheduling and delivery of materials to the College and shall, unless otherwise specified, furnish all labor and equipment for unloading, transferring to storage and work sites, and storing materials, all with minimum interference with the College s operations. The Contractor shall be responsible for the security, care and storage of materials delivered to the Work site or purchased for use thereon. Stored materials shall be carefully and continuously protected by the Contractor from damage, vandalism, or deterioration and so located by the Contractor as to facilitate inspection by the Consultant, the College and/or the College s Representative. All shipments to the Contractor shall be plainly addressed to the Contractor and shall show the location of the Work Samples The Contractor shall furnish, for the College s and Consultant s approval, all samples as directed. Samples shall be delivered to and in the number specified by the College s Representative or Consultant and shall be shipped prepaid. Samples shall be marked to show the name of supplier and segment of Work where material represented by sample is to be used. The Work shall be in accordance with approved samples Inspection Whenever required by the College or Consultant, the Contractor shall furnish all tools, labor, and materials to inspect any Work completed or in progress under the Contract Documents. Should the Work inspected be found defective, the inspection is required by the Contract Documents, or the Contractor concealed Work required to be inspected by the Contract Documents before it was inspected, the cost of the inspection and of satisfactory reconstruction shall be at the Contractor s sole expense Contractor's Correction of Work For a period of one (1) year from date of Final Payment or within such longer period of time as may be prescribed by law or by the terms of any applicable guarantee required by the Contract Documents, any of the Work is found to be defective or not in accordance with the Contract Documents, the Contractor shall correct it and other damages incurred in correcting the Work promptly after receipt of a written notice from the College to do so. All such defective or non-conforming Work shall be removed from the site if necessary, and the Work shall be corrected to comply with the Contract Documents without cost to the College. Contractor shall also correct any damages caused by the defective Work. The Contractor s duty to correct defective work will be extended for one (1) year from the date such repair or replacement is completed. Should the Contractor fail to remedy any failure, defect or damage described herein within a reasonable time after receipt of notice thereof, the College shall have the right to replace, repair, or otherwise remedy such failure, defect or damage at the Contractor s sole expense Guarantees and Warranties of Others All guarantees or warranties received by the Contractor from materials dealers, equipment makers, or subcontractors shall be approved by the Contractor and the College but shall be made directly to the College. Such guarantees and warranties shall be enforced by the Contractor if the College so requires. If the makers of the guarantees or warranties fail to fulfill their obligations, any costs incurred by the College in connection therewith shall be at the sole expense of the Contractor The Contractor warrants to the College that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or expressly permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, that the Work will be performed in a good and workmanlike manner, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. 11

39 ARTICLE 13 INTELLECTUAL PROPERTY RIGHTS 13.1 The Contractor agrees to perform all services specified in this Agreement in such a manner as not to infringe upon any proprietary rights of any other person or entity, whether patented, patentable, or otherwise. To the extent that Contractor proposes to perform its services specified in the Agreement in a manner which uses the proprietary rights of any other person or entity, Contractor represents and warrants that it is duly licensed or authorized to practice such proprietary rights, and that any fee or consideration due to the owner of such proprietary rights with respect to their proposed practice by the Contractor will be paid in full by the Contractor when it becomes due The Contractor shall pay all royalties, patent and license fees. The Contractor shall protect, defend, indemnify, and hold the College harmless against any and all demands and claims on account of infringements or alleged infringements of patented or alleged patented articles or inventions used on or for the Work covered by the Contract Documents. The Contractor shall, at its own cost and expense, defend any and all suits which may be brought against the College or the Contractor on account of infringements or alleged infringements and pay any and all fees, costs, attorneys fees and damages resulting therefrom. The Contractor, however, shall not assume any liability for patent infringement with respect to any article or invention which is specifically required to be used on or in connection with the Work by the College s specifications or instructions, unless the Contractor has reason and good cause to believe that this use may constitute a patent infringement. ARTICLE 14 PERMITS, LICENSES, AND REGULATIONS 14.1 Zoning permits and easements shall be secured by the College without expense to the Contractor unless otherwise specified The Contractor shall obtain and pay for all building and other permits, fees, certificates, and licenses necessary for the proper execution and completion of the Work, give all necessary notices, and comply with all federal, state, and local or municipal laws, ordinances, rules, and departmental regulations in carrying on the Work, including sanitation, the storage and use of explosives, safety appliances, electric apparatus and wiring, and hours of labor. The Contractor shall deliver to the College certified copies of said permits, certificates and licenses, and receipts for all fees The Contractor shall obtain all occupancy licenses and certificates required by the governmental authorities having jurisdiction over the Work It shall be the obligation of the Contractor to review the Contract Documents to determine and to notify the Consultant and the College 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 any recorded covenants of which the Contractor has knowledge or should be reasonably able to determine. 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 College and the Consultant in writing, and necessary changes shall be accomplished by appropriate Modification. If any of the Work shall be knowingly done contrary to such laws, ordinances, rules or regulations, the Contractor shall assume full responsibility therefore and shall bear all expenses arising therefrom and hereby indemnifies and holds the College harmless against any expense arising therefrom. 12

40 ARTICLE 15 PROTECTION OF WORK AND PERSONNEL 15.1 The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. The Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury, or loss to: All employees on the Work and all other persons who may be affected thereby; All the Work and all materials and equipment to be incorporated therein, whether in storage on or off the site, under the care, custody or control of the Contractor, or any of his Subcontractors or Sub-subcontractors; and Other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction All Work and material provided by the drawings, and specifications shall be fully protected by the Contractor against damage from any source. Without expense to the College, the Contractor shall make good or replace any materials or Work injured or damaged from any cause whatsoever, including theft, before final acceptance of the Work. If at any time during the execution of the Work any part shall be susceptible to damage from the weather, such additional protection as the College may deem advisable shall be provided by the Contractor without extra expense to the College. It is understood that the failure of the College to make such demands will not in any way relieve the Contractor of the obligations contained in the Contract Documents Whenever the Contractor or any Subcontractor shall receive items from another contractor or the College for storage, erection, or installation, the Contractor or subcontractor receiving such items shall give receipts for the items delivered, and thereafter will be held responsible for the care, storage, and any necessary replacement of items received The Contractor shall not load or permit any part of the Work to be loaded with a weight that will endanger its safety. This obligation includes without limitation roofs, floors, pipelines, and outside paving The Contractor shall continuously protect the College s property and the property of others from injury or loss arising in connection with the Contract Documents. The Contractor shall make good any such damage, injury or loss due in whole or in part to its negligence or fault. The Contractor shall, at its sole cost and expense, promptly repair any damage or disturbance to walls, utilities, sidewalks, curbs, and the property of third parties (including municipalities) resulting from the performance of the Work, whether by it or by its Subcontractors at any tier. The Contractor shall maintain streets and walkways in good repair and traversable condition The Contractor shall take all necessary precautions for the safety of employees on the Work, and shall comply with all applicable provisions of federal, state, local, and municipal safety laws and building codes to prevent accidents or injury to persons on, about or adjacent to the premises where the Work is being performed. The Contractor shall erect and properly maintain at all times, as required by conditions and progress of the Work, all necessary safeguards for the protection of workmen and the public, shall post danger signs warning against the hazards created by such features of construction as protruding nails, hoists, well holes, hatchways, scaffolding, window openings, stairways, and falling materials and shall notify users of adjacent facilities The Contractor shall designate a Superintendent who will be a responsible member of its organization on the Work site and whose duties shall include the prevention of accidents. The Superintendent shall be able to communicate effectively with the Consultant, the College, and the College s Representative. The Contractor shall upon request by the Consultant and/or the College, designate a different person as the Superintendent. 13

41 15.8 The Contractor shall comply with the College s safety regulations and rules, but such requirement shall not make the College responsible or liable for their enforcement or violation of them by the Contractor The Contractor may only use or store explosives or other hazardous materials for the Work with the written permission of the Consultant and the College. If the use or storage of explosives or other hazardous materials is necessary for the execution of the Work, the Contractor shall exercise the utmost care and shall carry on such activities under the supervision of properly qualified personnel All damage or loss to any property referred to in this Article caused in whole or in part by the Contractor, any Subcontractor or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, shall be remedied by the Contractor In any emergency affecting the safety of persons or property, the Contractor shall act, at its discretion, to prevent threatened damage, injury or loss. Any additional compensation or extension of time claimed by the Contractor on account of emergency work shall be determined as provided in the article headed Changes The Contractor shall provide adequate temporary weatherproof storage sheds for the storage of all materials which might be damaged by weather as well as a temporary field office. Such sheds and field office shall be removed upon completion of work The Contractor shall provide and maintain adequate temporary sanitary toilet facilities, potable drinking water, and potable water for construction operations Hazardous Materials If reasonable precautions as set forth in Section 15.1 will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), ( hazardous materials ) encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the College and Consultant in writing The College shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the College and Contractor. The Contract Time shall be extended appropriately The College shall not be responsible under Section for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents. The Contractor, at its own expense, shall render harmless hazardous materials brought to the site by the Contractor not required by the Contract Documents. ARTICLE 16 DAMAGED WORK 16.1 The Contractor shall be held responsible for damage to the existing property or to completed new work either of the College or of other contractors, that may be caused in whole or in part by the Contractor's work or workmen, or the work or workmen of its Subcontractors, and shall properly patch or remove or replace same, as required by the College. If the Contractor fails or refuses to repair promptly the damage, the College, at its discretion, may patch or replace such damaged work and charge the cost to the Contractor. 14

42 ARTICLE 17 SUPERVISION 17.1 The Contractor shall supervise the Work effectively using Contractor's best skill and attention The Contractor shall have at all times some competent person in attendance at the project site during the progress of the Work and available to receive instructions and to act with authority for the Contractor. This person shall represent the Contractor and all communications given to this person shall be as binding as if given to the Contractor The Contractor shall be responsible to the College for the acts and omissions of all its employees and all Subcontractors, their agents and employees, and all other persons performing any of the Work under a contract with the Contractor Project Manager and Superintendent shall be acceptable to College and may not be removed without the consent of the College. Replacements shall be acceptable to the College. College may direct Contractor to remove Project Manager or Superintendent and replace the removed person with someone who is acceptable to the College. ARTICLE 18 SEQUENCE OF WORK 18.1 The Contractor shall be solely responsible for and have control over construction means, methods, techniques, and procedures and for coordinating all portions of the Work under the Contract, but shall consult with the College and Consultant as to the sequence of carrying on the Work, so as not to interfere with the College's other work, or delay the work of the College s separate contractors. The Contractor shall prepare and submit to the College and Consultant for approval a preliminary schedule of Work before starting. Such schedule shall include the date of Substantial Completion, the date of final completion, other major milestones and other demarcations as may be required by the College or the Consultant. 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 Where the drawings and specification indicate sequence of various classes of Work, these sequences are furnished to facilitate the Work. The Contractor is required to check same and satisfy itself that the sequences are correct. The Contractor shall notify the College and Consultant of any errors or conflict in sequences of operations for correction or the Contractor shall be deemed to have accepted the sequences at no additional cost to the College All Work shall be arranged and carried on in such a manner as to complete the Work no later than the date set for completion of the Work If, in the judgment of the College, it becomes necessary at any time during the progress of the Work, the Contractor shall, when so ordered and directed by the College s Representative, cease any particular Work, transfer the Contractor's workers to such other work, and execute such portions of the Contractor's Work as may be required to enable others to hasten and properly engage and carry on their work, all as directed by the College. 15

43 ARTICLE 19 PROGRESS SCHEDULES AND PROGRESS OF THE WORK 19.1 The Contractor, within fourteen (14) days after being awarded the Contract, shall prepare and submit for the College s and Consultant s information a Contractor s construction schedule for the Work. This schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project as determined by the Contractor or the College, but in no event less than monthly shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work The Contractor shall prepare and keep current on a monthly basis, for the Consultant s and College s approval, a schedule of submittals which is coordinated with the Contractor s construction schedule and allows the Consultant and College reasonable time to review submittals The Contractor shall perform the Work in accordance with the most recent schedule submitted to the College and Consultant. Contractor acknowledges the importance of following the current schedule and maintaining sufficient resources to complete the Work in accordance with the schedule. The current schedule shall be posted in the field office at all times. On a monthly basis, Contractor shall submit a current updated schedule for review by College and Consultant. Failure to submit an updated schedule monthly shall be grounds for the College to reduce or refuse to pay an Application for Payment The construction schedule shall be an industry-accepted detailed precedent style critical path method ( CPM ) or primavera type format reasonably satisfactory to the College which shall also (i) provide a graphic representation of all activities and events that will occur during performance of the Work; (ii) identify each phase of construction and occupancy, and (iii) set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents. The Contractor shall monitor the progress of the Work for conformance with the requirements of the construction schedule and shall promptly advise the College of any delays or potential delays. The accepted construction schedule shall be updated no less than monthly to reflect actual conditions. In the event the schedule indicates that there may be delays, the Contractor shall propose an affirmative plan to correct the delay, including overtime and/or additional labor, if necessary If the College determines that the performance of the Work is more than twenty (20) days behind schedule such that the Contractor will be unable to achieve Substantial Completion of the Work prior to expiration of the Contract Time, as appropriately adjusted, the Owner shall have the right but not the obligation to order the Contractor to take corrective measures necessary to expedite the progress of construction, including, without limitation, (i) working additional shifts or overtime, (ii) supplying additional manpower, equipment and facilities, and (iii) other similar measures. The determination of whether the progress of the Work is behind schedule shall take into account any extensions of time to which the Contractor is entitled under the Contract Documents. Such measures shall continue until the progress of the Work complies with the stage of completion required by the Contract Documents. In no event shall the College have control over, charge of, or any responsibility for construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the Work notwithstanding the rights and authorities granted in this Subparagraph or elsewhere in the Contract Documents The Owner shall have the right to direct the postponement or rescheduling of any date or time for the performance of any part of the Work that may interfere with the operation of the College s premises or work being performed by the College. The Contractor shall, upon College s request, reschedule any portion of the Work The Contractor shall include in the Project Schedule an allowance for thirty (30) days of delay caused by or on behalf of the College. The College may, at its sole option, use such period, or any part thereof, for delay for any reason. 16

44 ARTICLE 20 CHANGES 20.1 Changes in the Work Changes in the Work may be accomplished after execution of the Contract and without invalidating the Contract by Change Order or Order for Minor Change in the Work A Change Order requires written agreement by the Consultant, the College s Representative, the College s Chief Financial Officer and the College s President and may or may not be agreed to by the Contractor. An Order for Minor Change in the Work may be issued by the Consultant alone as long as there is no associated cost. The Consultant will provide documentation of all Orders For Minor Change to the College Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order or Order for Minor Change Change Orders A Change Order is a written order initiated by the Contractor or Consultant and submitted to the Consultant and the College and signed by the College directing a change in the Work and stating a proposed basis for adjustment, if any, in the Contract Sum or Contract Time or both. A Change Order may make changes in the Work within the general scope of the Contract Documents consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. The basis for adjustment, if any, in the Contract Sum, or Contract Time, or both may be revised in writing by the Architect and/or College before their approval of the Change Order If the Change Order provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods but, in no event, shall the cost basis exceed the lesser of the percentages established by the Maryland Department of General Services or the amounts set forth in the specifications:.1 A lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;.2 Unit prices stated in the Contract Documents or subsequently agreed upon; or.3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee Upon receipt of a Change Order approved by the College and the Consultant, the Contractor shall promptly proceed with the change in the Work involved and notify the College and Consultant of the Contractor's agreement or disagreement with the method and amount, if any, provided in the Change Order for determining the proposed adjustment in the Contract Sum or Contract Time. The Contractor shall not stop or delay work in the event that it disagrees with the method and amount, if any, provided in the Change Order for determining the proposed adjustment in the Contract Sum or Contract Time Agreement by the Contractor with the Change Order indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately. Agreement by the Contractor to the terms of the Change Order shall constitute an accord and satisfaction and the Contractor releases the College from all claims for compensation or time for the Work required to be performed under the Change Order or for impacts or delays to other Work under the Contract If the Contractor does not notify the College and Consultant of the Contractor s agreement or disagreement within ten (10) days of the notification to the Contractor of the Change Order, such failure will be deemed to be an acceptance by the Contractor of the terms in the Change Order. 17

45 If the Contractor disagrees with the method and amount of any adjustment in the Contract Sum, the method and the adjustment shall be determined by the Consultant on the basis of reasonable expenditures and savings of those performing the Work attributable to the change. The Contractor shall keep and present, in such form as the Consultant may prescribe, an itemized accounting of the costs incurred in performing the changed Work together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purpose of this Section shall be limited to the following:.1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers compensation Insurance;.2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed;.3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others;.4 costs of premiums for all bonds and insurance, permits, fees and sales, use or other similar taxes related to the Work; and.5 additional costs of supervision and field office personnel directly attributable to the change If the College and Contractor do not agree with the adjustment in Contract Time, or the method for determining it, the adjustment or the method shall be referred to the Consultant for determination Markups for profit and overhead may not exceed the maximum markups set forth in the Maryland Department of General Services schedule of markups for contractors, subcontractors and subsubcontractors Order for Minor Change The Consultant has the authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be affected by written Order for Minor Change issued by the Consultant and shall be binding on the Contractor unless within five (5) days after it is received by the Contractor, the Contractor notifies the Consultant in writing that it disputes the Order for Minor Change. In such event, the Order for Minor Change shall be treated as a request for Change Order and shall become effective and binding in the manner provided in the section headed Change Orders hereof. The Contractor shall carry out such written Orders for Minor Change promptly Any other provision of the Contract Documents to the contrary notwithstanding, no additions to the Contract Sum shall be due and payable by the College to the Contractor for extra or additional Work performed under the Contract Documents unless and until authorized in writing by the College. The Contract Sum and the Contract Time may be adjusted only by Change Order. Neither minutes of job meetings nor responses to Contractors requests for information constitute Change Orders Deductions for Uncorrected Work If the College deems it inexpedient to correct Work damaged or not done in accordance with the Contract, the difference in value or a fair allowance for the damages arising out of the unsatisfactory work shall be deducted from the Contract Sum payable to the Contractor. ARTICLE 21 DELAYS AND EXTENSION OF TIME 21.1 Extensions Should the Contractor establish that it has been delayed in the completion of the Work due to a Force Majeure or by causes beyond its control or responsibility, the College, upon recommendation by the Consultant, and upon College s decision that the completion of the Work was delayed by a force majeure or causes beyond Contractor s control, shall extend the completion date for a period equivalent to the time lost but no extension shall be made unless written claim therefore is made by Contractor to the Consultant and College within ten (10) days after commencement of any delay due to such causes. The Contractor waives 18

46 its right to claim for an extension of time if it fails to submit its written claim within ten (10) days of the commencement of a delay. The Contractor agrees to make no claim for damages for any delay in the performance of this Contract occasioned by an act or omission to act of the College or any of its representatives, or for any other reason. The Contractor may be entitled to an extension of time as its sole remedy for delay as provided for in the Contract. The Contractor shall not be entitled to any increase in the Contract Sum or adjustment or extension of the Contract Time caused by delay attributable in whole or in part to the Contractor or its Subcontractors Force Majeure means fire, earthquake, flood, riots or civil conditions, war (declared or undeclared), terrorism or any other cause similar to these which is beyond the control or authority of the College and the Contractor Liquidated Damages It is hereby understood and mutually agreed, by and between the Contractor and the College, that the date of beginning and the date for completion as specified in the Contract (i.e., the Contract Time) are essential conditions of this Contract The Contractor agrees that the Work shall be prosecuted regularly, diligently, and uninterruptedly at such rate of progress as will insure the full completion of the Work within the Contract Time specified. It is expressly understood and agreed, by and between the Contractor and the College, that the Contract Time for the completion of all Work described in the Contract Documents is a reasonable time for the completion of same, taking into consideration the average climatic and economic conditions and other factors prevailing in this locality Delays occasioned by weather conditions which are within the climatic range and usual conditions prevailing in the locality (as recorded by or on behalf of the National Weather Service during the past ten (10) years) shall not constitute justification for extension of the Contract Time or for forgiveness of liquidated damages In case the Contractor shall neglect, fail, refuse, or otherwise be unable to complete the Work within the Contract Time specified, or within such further times as may be properly granted by the College in accordance with the provisions of this Contract, the Contractor agrees as part consideration for the award of this Contract to pay the College the amount of $1, for each and every calendar day that the Contractor shall exceed the Contract Time stipulated, said amount not as a penalty, but as liquidated damages for the breach The said amount is fixed and agreed upon by and between the Contractor and the College because of the impracticability and extreme difficulty of fixing and ascertaining the true value of the damages which the College will sustain by failure of the Contractor to complete the Work on time, such as loss of revenue from service charges, delays caused to other work by failure to perform this Contract, and other damages, some of which are indefinite and not susceptible of easy proof, and said amount is agreed to be the amount of damages which the College will sustain and said amount shall be recovered by the College by deducting the same out of any monies due or that may become due to the Contractor, and if said monies are insufficient to cover said damages, then the Contractor shall pay the amount of the difference Payments or deductions for liquidated damages shall not release the Contractor from complying with the requirements of the Contract Documents, nor shall it affect any right the College may have to claim compensation and/or damages for nonperformance of the Contract Documents. ARTICLE 22 TERMINATION AND SUSPENSION 22.1 Termination by College Without Cause The College may, at any time, terminate the Contract for the College s convenience and without cause by written notice to the Contractor. Such termination shall be effective in the manner specified in said notice 19

47 and shall be without prejudice to any claims which the College may have against the Contractor. On receipt of such notice the Contractor shall, unless the notice directs otherwise, immediately discontinue work and the placing of orders for materials, facilities, and supplies in connection with the performance of the Work, and shall, if requested, make every reasonable effort to procure cancellation of existing orders and subcontracts upon terms satisfactory to the College, and shall thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect material or equipment on the site or in transit thereto Settlement on Termination Without Cause Upon termination of the Contract by the College without cause or by reason of Force Majeure complete settlement of all claims of the Contractor arising thereunder shall be made as follows:.1 The College shall reimburse the Contractor for costs incurred in connection with the Work and in accordance with the terms of the Contract Documents before the date of termination, and the Contractor, as a condition of receiving payment, shall execute and deliver all such documents and take such steps as the College may require for the purpose of fully vesting in the College all goods and services purchased under the Contract Documents..2 The College shall compensate the Contractor for services incurred after the date of termination for the reasonable cost of protecting the College s property and for accounting services in connection with the settlement of the Contract, as are required and approved by the College in advance..3 If the Contractor's costs under the Contract are reimbursable, the College shall reimburse the Contractor for all job expenditures not previously reimbursed..4 The College shall reimburse the Contractor the prescribed proportion of the fixed fee or Contract Sum which the Work actually completed in accordance with the Contract Documents bears to the entire Work under the Contract Documents..5 In no event shall the total amount paid by the College to the Contractor including prior payments exceed the Contract Sum Prior to final settlement the Contractor shall furnish the College a release of all claims which may have arisen under the Contract Documents Termination by College for Cause Should the Contractor, at any time after notice, refuse to replace defective materials or Work, fail to prosecute the Work with diligence, or violate any covenant or condition herein contained, or should the Contractor make a general assignment for the benefit of its creditors, or should a Receiver of any property of the Contractor be appointed, or should a petition be filed, either by or against the Contractor, in any bankruptcy or insolvency proceeding, the College may terminate the Contract, and may enter the premises and take possession of all tools, machinery, equipment, and appliances which may be owned by or be in the possession of the Contractor and which are at the site and required for the completion of the Work may accept assignment of subcontracts pursuant to Section 29.8, and may exercise all options, privileges and rights with respect thereto, and may complete, or employ other person or persons to complete the Work at the Contractor's expense. In the event the Contractor shall correct the situation which has caused the notice of cancellation to be given by the College as above provided for within the period of fifteen (15) days from the date of receipt of such notice, the cause of cancellation shall be deemed waived, and the Contract shall continue in effect in the same manner as though such cause of cancellation had not existed, the College reserving its right to damages for breach of any provision of this Contract In the event the Contractor is terminated, as provided in this Section, the Contractor shall prepare a statement of cost it incurred to the date of termination, plus all obligations incurred in the interests of the Work but not yet due. The College has a right to audit the statement provided by the Contractor and the Contractor shall pay the College for the cost of the audit. The net amount of such statement shall become due and payable 20

48 when approved by the College but not before completion of the remainder of the Work by the College or its agents. If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including expenses made necessary thereby, and other damages incurred by the College and not expressly waived, such excess shall be paid to the Contractor. If such costs or damages exceed the unpaid balance, the Contractor shall pay the difference to the College. This obligation for payment shall survive termination of the Contract. In no event shall the amount payable by the College to the Contractor including prior payments exceed the Contract Sum specified in the Contract Suspension by College Without Cause The College may, without cause, order in writing the Contractor to suspend, delay, or interrupt the Work in whole or in part for such period of time as the College may determine. The Contract Time shall be adjusted for the additional time to perform the Work caused by suspension, delay or interruption. No adjustment of the Contract Time shall be made to the extent that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible or the Contract Time was permitted or denied under another provision of the Contract. ARTICLE 23 OVERTIME 23.1 The College shall not be liable for overtime charges unless such liability was authorized by the College in advance in writing. Such charges will be allowed only on premium portion of overtime pay and shall include only (a) actual overtime premium cost applicable to such overtime; and (b) cost of applicable payroll taxes, insurance and welfare fund actually incurred by the Contractor with respect to such overtime charges. The College reserves the right to require such proof of the charges as it deems necessary. As used herein, the term "overtime premium cost" means that portion of the overtime labor charge which is in excess of the straight time rate. Overtime required to meet the Contract Time date shall be at the sole expense of the Contractor. ARTICLE 24 INDEPENDENT CONTRACTORS 24.1 The Contractor's relationship and that of its agents, servants, and employees to the College in the performance of the Contract shall be that of an independent contractor and not as an agent, servant, or employee of the College, and neither the Contractor nor any Subcontractor or other person employed by the Contractor shall be entitled to participate in or receive any benefits under pension, insurance, or other employee benefit plans of the College. ARTICLE 25 INDEMNITY 25.1 To the fullest extent permitted by law, the Contractor shall indemnify, defend, and save harmless the College, and its Representative, trustees, employees, agents, and servants at all times against (1) any liability, contributions, fines, penalties or taxes payable under any law, regulation, or ordinance and (2) on account of any and all claims, causes of action, damages, liability, losses, litigation, expenses, counsel fees, and compensation arising out of or resulting from the performance or nonperformance of the Work and attributable to in whole or in part by the acts or omissions of the Contractor, any Subcontractor, materialmen, or anyone directly or indirectly employed by them, or any of them while engaged in the performance of this Contract. In any and all claims against the College, or any of the College's agents, or employees by any employees of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits 21

49 payable by or for the Contractor or any Subcontractor under workmen's compensation acts, disability benefit acts, or other employee benefit acts. ARTICLE 26 INSURANCE 26.1 The Contractor shall assume all responsibility for its actions and those of anyone else working for it while engaged in any activity connected with this Work. The Contractor shall purchase from and maintain in a company or companies such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract Documents and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: Workers compensation insurance and employer's liability insurance with coverage equal to the greater of (a) $500,000 or (b) as required by applicable Maryland and federal law Comprehensive General Liability on an occurrence basis including:.1 Contractor's Liability;.2 Premises/Operations;.3 Broad Form Contractual Liability;.4 Independent Contractors; and.5 Blasting operations, explosion, collapse and underground damage (if related to Work performed). Personal Injury: Each Occurrence: $1,000,000 Aggregate: $2,000,000 Property Damage: Each Occurrence: $1,000,000 Aggregate: $2,000, Umbrella excess liability insurance on an occurrence basis, including:.1 Commercial general liability;.2 Business auto liability; and.3 Employer liability Each occurrence: [amount of bid rounded up to next $5 million] Aggregate: [amount of bid rounded up to next $5 million] Completed operation liability insurance on the occurrence basis with Personal Coverage shall be kept in force for at least two (2) years after the date of final completion. Personal Injury: Each Occurrence: $3,000,000 Aggregate: $3,000,000 22

50 Property Damage: Each Occurrence: $3,000,000 Aggregate: $3,000, The Contractor shall purchase and maintain Owner's Liability Insurance in the name of Contractor for the benefit of the College with limits as follows: Personal Injury: Each Occurrence: [amount of bid rounded up to next $5 million] Aggregate: [amount of bid rounded up to next $5 million] Property Damage: Each Occurrence: [amount of bid rounded up to next $5 million] Aggregate: [amount of bid rounded up to next $5 million] Comprehensive Automobile Liability including non-ownership hired car coverage, as well as owned vehicles: Bodily Injury: Each Person: $1,000,000 Each Occurrence: $1,000,000 Property Damage: Each Occurrence: $1,000, Each of these insurance policies shall be issued by insurance companies reasonably acceptable to the College, licensed or approved to conduct business in the State of Maryland, and carrying a rating of A- or better by A.M. Best & Company, shall name the College as an additional insured, and shall be written as primary coverage and not contributing with or in excess of any coverage that the College may carry. The Contractor shall furnish to the College at least ten (10) days before the date when the Contractor first commences Work a certificate of insurance for each of the above-mentioned policies, together with evidence of payment of all applicable premiums. Each insurance policy required to be carried hereunder by the Contractor shall provide (and any certificate evidencing the existence of each such insurance policy shall certify) that such insurance policy shall not be canceled unless the College shall have received thirty (30) days prior written notice of cancellation. The Contractor shall provide immediate notice to the College of any significant change in the aforementioned coverage or limits. Neither the issuance of any insurance policy required under this Agreement, nor the minimum limits specified herein with respect to the Contractor's insurance coverage, shall be deemed to limit or restrict in any way the Contractor's liability arising under or out of this Agreement. The Contractor shall not cancel or cause to be cancelled any of the above-mentioned policies. If, for any reason, any of these insurance policies is cancelled or non-renewed and not immediately, without any gap in coverage period, replaced with another policy satisfying the requirement herein, the Contractor shall immediately notify the College thereof Upon completion of the Work, the Contractor will continue to provide to the College, upon request, certificates of insurance evidencing the above required completed operations and products inability insurance in the limits stipulated for two (2) years from date of completion of the Work The Contractor shall require all Subcontractors to purchase and maintain corresponding insurance naming the College as an additional insured with the same minimum limits, covering their direct, contingent liability, and contractual liability in connection with operations under any subcontract, and to file with the College certificates of insurance acceptable to the College. The Contractor shall not allow any Subcontractor to commence work on his subcontract until the Subcontractor's insurance has been obtained and approved Approval of the insurance by the College shall not relieve or decrease the liability of the Contractor hereunder. 23

51 26.6 No insurance policy required by this article shall be subject to a deductible or retention in excess of Five Thousand Dollars ($5,000) without the prior written approval of the College. All deductibles or retentions shall be paid solely by the Contractor Property Insurance The Contractor shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder s risk all-risk or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 5.9 or until no person or entity other than the College has an insurable interest in the property required by this Section 26.7 to be covered, whichever is later. This insurance shall list the College, the Contractor, Subcontractors and Sub-subcontractors in the Project as Named Insureds on such builders risk policy Property insurance shall be on an all-risk or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Architect s and Contractor s services and expenses required as a result of such insured loss If the property insurance requires deductibles, the Contractor shall pay costs not covered because of such deductibles This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit Partial occupancy or use of the Project shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The College and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance Boiler and Machinery Insurance. The Contractor shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the College; this insurance shall include interests of the College, Contractor, Subcontractors and Sub-subcontractors in the Work, and the Owner, Contractor and Subcontractors shall be named insureds Loss of Use Insurance. The College, at the College s option, may purchase and maintain such insurance as will insure the College against loss of use of the College s property due to fire or other hazards, however caused Before an exposure to loss may occur, the Contractor shall file with the College a certificate of insurance evidencing coverages required by this Section Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days prior written notice has been given to the College. Contractor will furnish a complete copy of each policy required by this Section 26.7 upon College s request Waivers of Subrogation. College and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Consultant, 24

52 Consultant s consultants, separate contractors described in Article 28, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent of actual recovery of any insurance proceeds by property insurance obtained pursuant to this Section 26.7 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Contractor. The College or Consultant, as appropriate, shall require of the Contractor, separate contractors described in Article 28, if any, and the subcontractors, sub- subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged The College shall have power to adjust and settle a loss with Contractor s insurers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the College s exercise of this power. If such objection is made, the dispute shall be resolved by a court of competent jurisdiction in the County where the Project is located. ARTICLE 27 ASSIGNMENT 27.1 The Contract shall be binding upon and inure to the benefit of the College and the Contractor and their respective partners, successors, assigns, and legal representatives. Any purported assignment by the Contractor of this Contract or of any right, title, or interest of the Contractor hereunder made without the prior written consent of the College shall be absolutely void and of no effect. ARTICLE 28 WORK OF SEPARATE CONTRACTORS 28.1 The College reserves the right to perform work not required to be performed by the Contractor, by itself or by separate contractor or otherwise ( separate contractor ), concurrently with the Work performed under this Contract. The Contractor shall cooperate with the separate contractors so that completion of the Project is not delayed. The Contractor shall afford separate contractors adequate opportunity for the introduction and storage of their materials and equipment and execution of their work and shall properly connect his Work with the work of the separate contractor. College shall provide for coordination of the separate contractors with the Work of the Contractor The Contractor shall furnish any and all other separate contractors, whose work is fitted to his, detail and erection drawings, giving full information regarding the fabrication and assembly of its Work. So far as possible, drawings shall show checked field measurements If any part of the Contractor's Work depends for proper execution and results upon the work of any separate contractor, the Contractor shall inspect and promptly report to the College and Consultant any defect in such work that renders it unsuitable for such proper execution and results. The Contractor's failure to inspect and report shall constitute an acceptance of the separate contractor's work as fit and proper for the receipt of his work, except as to defects which may develop in the separate contractor s work after the execution of subject work To insure the proper execution of subsequent work, the Contractor shall measure Work already in place, and shall at once report to the College any discrepancy between the executed Work and the drawings and specifications. 26

53 ARTICLE 29 SUBCONTRACTORS 29.1 As soon as practicable and before awarding any subcontracts, the Contractor shall notify the College's Representative in writing of the names of the Subcontractors proposed for the Work, and shall not employ nor subcontract with any to whom the College may reasonably object. The Contractor is required to establish, to the satisfaction of the College the reliability and responsibility of the proposed Subcontractors to complete the designated work. If the College objects to and refuses in writing to accept any person or organization on the list, the Contractor shall submit an acceptable substitute. No substitutes will be permitted without written approval of the College Representative The Contractor shall not be required to employ any Subcontractor against whom it has a reasonable objection By appropriate agreement the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these Documents, assumes toward the College. Each subcontract agreement shall preserve and protect the rights of the College under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights The Contractor agrees that it is as fully responsible to the College for the acts and omissions of his Subcontractors and of persons either directly or indirectly employed by them as it is for the acts and omissions of persons directly employed by it Nothing contained in the Contract shall create any contractual relation between any Subcontractor and the College or Consultant The College shall have no obligation to pay or to see to the payment of any moneys to any Subcontractor except as may otherwise be required by law With monthly Application for Payment the Contractor shall submit an affidavit or certification that each Subcontractor was paid for all Work performed up to and including the date of the affidavit or certification Contingent Assignment of Subcontracts. Each subcontract agreement for a portion of the Work and other contracts entered into by the Contractor to perform the Work is assigned by the Contractor to the Owner provided that assignment is effective only after termination of the Contract by the College for cause pursuant to Section 22.3 and only for those subcontracts and other agreements which the College accepts by notifying the Subcontractor or other contractor or vendor and Contractor in writing. The assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. ARTICLE 30 CUTTING AND PATCHING 30.1 The Contractor shall do all cutting, fitting, excavating, and patching of its Work, and of other work that may be required to make the several parts come together properly and fit its Work to receive or be received by the work of any separate contractors of the College as shown upon, or reasonably implied by the drawings and specifications. The Contractor shall properly complete and finish its work after other contractors have finished as the College may direct. Any cost of cutting, fitting, excavating, and patching, caused by defective or ill-timed work shall be borne by the party responsible therefore The Contractor shall not endanger any Work by cutting, fitting, or otherwise, and shall not cut or alter the work of any other contractor, save with the prior written consent of the College. 27

54 30.3 If any cutting or patching is required for the completion of the Work called for in the drawings and specifications, or for the Work not included in the drawings, and specifications, it shall be done by the contractor whose work is affected, and shall be paid for by the contractor who installs the particular work requiring such cutting or patching at no expense to the College No cutting or patching of an area occupied or in use by the College is to be done without first obtaining the written approval of the College. ARTICLE 31 WORK AREA, CLEANING, HOUSEKEEPING, AND WASTE REMOVAL 31.1 The Contractor shall at all times keep the College's premises and the adjoining premises, driveways, walkways, and streets clean of rubbish caused by the Contractor's operations. The Contractor shall use reasonable efforts to avoid the accumulation of drainage water on the work site and to prevent soil erosion. At the completion of the Work, the Contractor shall remove all rubbish from and about the premises and all the Contractor's equipment, temporary work and structures and surplus materials and shall leave the Work clean and ready to use. If the Contractor does not attend to such cleaning with reasonable promptness upon request, the College may cause such cleaning to be done by others, and charge the cost of the same to the Contractor by withholding from or otherwise reducing payments due the Contractor All waste, debris, and Contractor salvaged materials and equipment shall be removed from the premises by the Contractor as it is generated A portion of the Work site will be allotted to the Contractor for staging of the Work and the Contractor shall confine its operations to that area. ARTICLE 32 RULES OF CONDUCT 32.1 Unauthorized entry of "off limits" areas as designated by the College's Representative will not be permitted Gambling is not permitted on the College's premises Harassment of or discrimination against any individual on account of gender, sexual preference, race, age, color, religion, disability, marital status or national origin, or retaliation against any individual for alleging such harassment or discrimination is not permitted on the College s premises Drinking or possession of alcoholic beverages or intoxication on the College's premises is not permitted Use of any illegal drug or any narcotic or non-narcotic hypnotic/stimulant drug compounds is prohibited on the College's premises unless each instance of use thereof is specifically prescribed by physicians Fighting is not permitted on the College s premises Vulgar or obscene language is not permitted on the College s premises Cameras and firearms are prohibited on the College's premises unless approved by the College's Representative The Contractor shall communicate the College's rules of conduct to its workers, Subcontractors, and subsubcontractors and shall be fully responsible to the College for any rules violations by persons directly or indirectly employed by it, by his subcontractors or by persons directly or indirectly employed by them. 27

55 ARTICLE 33 AUDIT 33.1 The Contractor shall permit audit and fiscal and programmatic monitoring of the Work performed under this Agreement. The College shall have access to and the right to examine and/or audit any records, books, documents, and papers of the Contractor and any Subcontractor involving transactions related to this Agreement during the term of this Agreement and for a period of three (3) years after final payment under this Agreement, whether or not disputes (including litigation) exist between the parties. ARTICLE 34 REGISTRATION FOR CORPORATIONS NOT INCORPORATED IN THE STATE OF MARYLAND 34.1 Pursuant to et seq. of the Corporation and Associations Article of the Annotated Code of Maryland, corporations not incorporated in the State of Maryland shall be registered with the State Department of Assessments and Taxation, 301 West Preston Street, Baltimore, Maryland 21201, before doing any interstate or foreign business in this State. By signing this Agreement, the Contractor certifies that it has qualified with the Department of Assessments and Taxation. ARTICLE 35 GOVERNING LAW / CHOICE OF FORUM 35.1 The Contract Documents shall be governed by and construed under the laws of the State of Maryland. Any cause of action or claim brought with respect to or arising out of this Contract shall be adjudicated solely in the state courts where the Project is located. ARTICLE 36 NOTICE 36.1 All notices or other communications required or permitted under this Agreement shall be given in writing and delivered personally or sent by registered or certified mail, return receipt requested, first-class postage prepaid, (a) if to the College, President Bradley Gottfried, College of Southern Maryland, 8730 Mitchell Road, P. O. Box 910, La Plata, Maryland with a copy to the College Representative, and (b) if to the Contractor, at the address set forth in the recital of parties in the Contract for Construction or Installation Work on College Premises. Notices will be deemed given on the date of delivery (in the case of personal delivery) or at the time of mailing (in the case of mail delivery). Either party may change its notice address by giving the other party notice of such change. ARTICLE 37 HEADINGS 37.1 The table of contents, titles, headings, numbering, running headlines, and marginal notes contained in the Contract Documents are solely to facilitate reference to various provisions of the Contract Documents and do not affect the interpretation of the provisions to which they refer. 29

56 ARTICLE 38 SEVERABILITY 38.1 In the event that, for any reason whatsoever, any clause or provision of this Agreement (or the application of such clause or provision to a particular set of circumstances) is held or declared to be invalid, illegal, or unenforceable, such holding or declaration shall not affect the validity or enforceability of any other clause or provision of this Agreement (or the application of such clause or provision to a different set of circumstances). ARTICLE 39 RIGHTS AND REMEDIES 39.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law No action or failure to act by the College shall constitute a waiver of a right or duty afforded it under the Contract Documents, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. ARTICLE 40 COMMERCIAL NONDISCRIMINATION POLICY 40.1 As a condition of entering into this Agreement, the Contractor represents and warrants that it will comply with the State s Commercial Nondiscrimination Policy, as described under Title 19 of the State Finance & Procurement Article of the Annotated Code of Maryland. As part of such compliance, the company may not discriminate on the basis of race, color, religion, ancestry or national origin, sex, age, marital status, sexual orientation, or on the basis of disability or other unlawful forms of discrimination in the solicitation, selection, hiring, or commercial treatment of subcontractors, vendors, suppliers, or commercial customers, nor shall the company retaliate against any person for reporting instances of such discrimination. The Contractor shall provide equal opportunity for subcontractors, vendors, and suppliers to participate in all of its public sector and private sector subcontracting and supply opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the marketplace. The Contractor understands and agrees that a material violation of this clause shall be considered a material breach of this Agreement and may result in termination of this Agreement, disqualification of the Contractor from participating in State contracts, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party As a condition of entering into this Agreement, upon the Maryland Human Relations Commission s request, and only after the filing of a complaint against the Contractor under Title 19 of the State Finance & Procurement Article, as amended from time to time, the company agrees to: provide to the State within sixty (60) days after the request a truthful and complete list of the names of all subcontractors, vendors, and suppliers that the company has used in the past four (4) years on any of its contracts that were undertaken within the State of Maryland, including the total dollar amount paid by the Contractor on each subcontract or supply contract. The company further agrees to cooperate in any investigation conducted by the State pursuant to the State s Commercial Nondiscrimination Policy as set forth under Title 19 of the State Finance & Procurement Article of the Annotated Code of Maryland, to provide any documents relevant to any investigation that is requested by the State. The Contractor understands and agrees that violation of this clause shall be considered a material breach of this Agreement and may result in contract termination, disqualification by the State for participating in State contracts, and other sanctions. 30

57 ARTICLE 41 COUNTERPARTS 41.1 This Agreement may be executed in one or more counterparts each of which shall be deemed an original and shall constitute the same instrument. IN WITNESS WHEREOF, the parties intending to be legally bound have executed this Agreement by their duly authorized representatives as of the day and year first above written. Name of Construction Co. COLLEGE OF SOUTHERN MARYLAND BY: Signature BY: Signature Bradley M. Gottfried Typed/Printed Name Typed/Printed Name President Title Title Phone Number Phone Number Date Date 30

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