GENERAL CONDITIONS OF THE CONTRACT

THE PENNSYLVANIA STATE UNIVERSITY

SCHEDULE OF ARTICLES
ARTICLE 1 - GENERAL CONTRACT DEFINITIONS
ARTICLE 2 - CONTRACT DOCUMENTS
ARTICLE 3 - INSURANCE AND BONDS
ARTICLE 4 - GOVERNING LAWS
ARTICLE 5 - STANDARDS, SUBSTITUTIONS, AND SHOP DRAWINGS
ARTICLE 6 - KNOWLEDGE OF CONTRACT REQUIREMENTS
ARTICLE 7 - CONTRACT ADMINISTRATION
ARTICLE 8 - CONSTRUCTION
ARTICLE 9 - CHANGES IN THE WORK
ARTICLE 10 - CONTRACT COMPLETION TIME
ARTICLE 11 - PAYMENTS AND COMPLETION
ARTICLE 12 - CONTRACT WARRANTY PERIOD
ARTICLE 13 - EQUAL EMPLOYMENT OPPORTUNITY
ARTICLE 14 - MISCELLANEOUS PROVISIONS

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CONTENTS
Article 1 - General Contract Definitions
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15

The Contract Documents

The Contract
Owner
Professional
Contractor
Subcontractor
The Work
The Project
The Drawings
The Specifications/Project Manual
Day
The Contract Sum
Claim
Scope of Work
Substantial Completion

Article 2 - Contract Documents

2.1
2.2
2.3
2.4
2.5

Ownership and Use of Documents

Copies Furnished - Drawings and Specifications
Drawings and Specifications at the Site
Record Drawings
Interrelationship and Intent of Documents

Article 3 - Insurances and Bonds

3.1
3.2
3.3
3.4

Contractor's Liability Insurance

Owner's Liability Insurance
Property Insurance
Performance and Payment Bonds

Article 4 - Governing Laws

4.1
4.2
4.3
4.4
4.5
4.6

Governing Law
Compliance with Laws
Prevailing Wage Act
Taxes
Royalties and Patents
Federal Clean Air Act

Article 5 - Standards, Substitutions, and Shop Drawings

5.1
5.2
5.3

Standards
Substitutions
Shop Drawings, Product Data and Samples

Article 6 - Knowledge of Contract Requirements

6.1
6.2
6.3
6.4

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Notice
Examination and Conditions at the Site
Examination of Contract Documents
Labor

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Article 7 - Contract Administration

7.1
7.2
7.3
7.4
7.5
7.6

General Administration
Contract Administration Communications and Interpretation
Access to and Inspection of the Work
Separate Contracts
Claims and Disputes
Contract Termination

Article 8 - Construction
8.1
8.2
8.3
8.4
8.5
8.6
8.7
8.8
8.9
8.10
8.11

Construction Schedule, Field Measurements and Supervision

Subcontracts
Permits, Fees and Notices
Acts and Omissions
Protection of Persons and Property
Materials and Workmanship
Tests and Inspections
Uncovering, Rejection and Correction of Work
Owner's Right to Stop and/or Carry Out the Work
Cleanup
Construction Waste Management

Article 9 - Changes in the Work

9.1
9.2
9.3
9.4
9.5
9.6
9.7

Changes
Change Orders
Change Order Contract Sum Adjustments
Change Order Contract Time Adjustments
Minor Changes in the Work
Notice to Surety: Consent
Effect of Executed Change Order

Article 10 - Contract Completion Time

10.1
10.2
10.3
10.4
10.5
10.6

Notice to Proceed
Progress and Completion
Delays and Extension of Time
Completion and Liquidation Damages
Substantial Completion
Partial Occupancy

Article 11 - Payments and Completion

11.1
11.2
11.3
11.4
11.5
11.6
11.7
11.8

Schedule of Values
Applications for Payment
Payment for Stored Material
Certificates of Payment
Withholding of Payment
Payments to Subcontractors
Failure of Payment
Final Completion and Final Payment

Article 12 - Contract Warranty Period

12.1
12.2
12.3

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Warranty
Correction of Defects
One-Year Inspection

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Article 13 - Equal Employment Opportunity

13.1

Non-Discrimination Clause

Article 14 - Miscellaneous Provisions

14.1
14.2

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Rights and Remedies

Indemnification

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ARTICLE 1 - GENERAL CONTRACT DEFINITIONS

1.1 THE CONTRACT DOCUMENTS
The Contract Documents consist of the Form of Agreement 1-C or Form of Agreement DGS 1-C,
hereinafter called the Agreement, General Conditions of the Contract, Drawings, Specifications, Addenda
issued prior to receipt of bids, Form of Proposal, other documents listed in the Agreement, and those
modifications to the Contract as follows:
1.1.1 Owner's written authorization to the Contractor for changes to the Work
1.1.2 Change Order
1.1.3 A written order for a minor change in the Work issued by the Professional
1.2 THE CONTRACT
The Contract Documents form the Contract for Construction. The Contract represents the entire and
integrated agreement between the parties hereto and supersedes all prior negotiations, representations or
agreements either written or oral.
The Contract may be amended only by those modifications described in Paragraph 1.1.
1.3 OWNER
The Owner is The Pennsylvania State University, a corporation created and existing under the laws of the
Commonwealth of Pennsylvania, hereinafter called the Owner, and shall mean the Owner or the Owner's
authorized representative.
1.4 PROFESSIONAL
The Professional is the person lawfully licensed to practice architecture or engineering, or the firm
employed to provide architectural or engineering services. The term "Professional" shall mean the
Professional or the Professional's authorized representative.
1.5 CONTRACTOR
The Contractor is the individual, corporation, company, partnership, firm, or other organization that has
contracted to perform the Work under the Agreement with the Owner. The term "Contractor" shall mean
the Contractor or the Contractor's authorized representative.
1.6 SUBCONTRACTOR
A Subcontractor is a person or organization who contracts under, or for the performance of part or all of,
the Contract between the Owner and the Contractor. The subcontract may be direct with the Contractor
or with another Subcontractor. The term "Subcontractor" shall mean the Subcontractor or the
Subcontractor's authorized representative.
1.7 THE WORK
The term "Work" shall mean whatever is done by or required of the Contractor to perform and complete its
duties under this Contract, including the following: construction of the whole or a designated part of the
Project; furnishing of any required surety bonds and insurance; and the provision or furnishing of labor,
supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation,
storage, power, permits and licenses required of the Contractor, fuel, heat, light, cooling and all other
utilities as required by this Contract.

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1.8 THE PROJECT

The term "Project" shall comprise the Work defined by the Contract Documents and may include Work by
the Owner or other Separate Contractors, or the Professional.
1.9 THE DRAWINGS
The Drawings are the graphic portion of the Contract Documents generally consisting of plans, elevations,
sections, details, diagrams and schedules of the Work.
1.10 THE SPECIFICATIONS/PROJECT MANUAL
The Specifications are the written portion of the Contract Documents generally outlining the requirements
for materials, equipment, construction systems, methods, standards, workmanship and performance
necessary to properly complete the Work.
The Project Manual is the document assembled consisting of all the written portions for the Work including
the Specifications, bidding requirements, sample forms, General Conditions and Special Requirements.
1.11 DAY
Whenever the word "day" is used in the Contract Documents, it shall be interpreted to mean a calendar
day unless otherwise noted.
1.12 THE CONTRACT SUM
The Contract Sum is the total compensation payable to the Contractor for performing the Work as
specified in the Contract Documents or subsequently adjusted by modification to the Contract.
1.13 CLAIM
A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or
interpretation of Contract terms, payment of money, extension of time or other relief with respect to the
terms of the Contract. The term "Claim" also includes other disputes and matters in question between the
Owner and Contractor arising out of or relating to the Contract. Claims must be made by written notice.
The responsibility to substantiate Claims shall rest with the party making the Claim.
1.14 SCOPE OF WORK
All Work reasonably contemplated, required, implied or reasonably inferable by the Contract Documents,
whether or not explicitly contained in the Contract Documents.
1.15 SUBSTANTIAL COMPLETION
"Substantial Completion" shall mean that stage in the progression of the Work when the Work is
sufficiently complete in accordance with this Contract that the Owner can enjoy beneficial use or
occupancy of the Work and can utilize the Work for its intended purpose.
ARTICLE 2 - CONTRACT DOCUMENTS
2.1 OWNERSHIP AND USE OF DOCUMENTS
All Drawings, Specifications and other documents of the Work furnished by the Professional are and shall
remain the Professional's property. They are not to be used by the Contractor on other projects without
written consent of the Owner and the Professional.

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2.2 COPIES FURNISHED - DRAWINGS AND SPECIFICATIONS

The Professional will furnish to the Contractor, free of charge, three copies of Drawings and Specifications
for the execution of the Work. The Drawings will be prints on paper, unmounted. Any additional copies of
the Drawings and Specifications which the Contractor may desire will be furnished at the cost of
reproduction and delivery.
2.3 DRAWINGS AND SPECIFICATIONS AT THE SITE
The Contractor shall maintain at the site one copy of all Drawings, Specifications, Addenda, approved
Shop Drawings, Product Data, Samples and Contract Modifications, in good order and marked to record
all changes made during construction.
2.4 AS-BUILT AND RECORD DRAWINGS
The Contractor shall, at the time of substantial completion of the Work, deliver to the Professional the
complete set of as-built drawings. The Professional will, within 30 days after receipt from the Contractor,
transpose all changes recorded by the Contractor onto a full set of reproducible drawings, and CADD
electronic media, compatible with the Owner's CADD system, which shall become the record drawings for
the Project, and shall forward same to the Owner. A copy in CADD format compatible with the Owners
CADD system and a copy in .pdf format shall be forwarded to the Owner by the Professional. If Building
Information Modeling is utilized on the project an additional alternate form of as-built/record drawings may
be required to be submitted by both the Professional and Contractor.
2.5 INTERRELATIONSHIP AND INTENT OF DOCUMENTS
2.5.1

The intent of this Contract is to require complete, correct, and timely execution of the Work.
Any Work that may be required, implied, or inferred by the Contract Documents, or any one
or more of them, as necessary to produce the intended result shall be provided by the
Contractor for the Contract Price.

2.5.2

This Contract is intended to be an integral whole and shall be interpreted as internally

consistent. What is required by any one Contract Document shall be considered as
required by the Contract.

2.5.3

When a word, term, or phrase is used in this Contract, it shall be interpreted or construed,
first, as defined herein; second, if not defined, according to its generally accepted meaning
in the construction industry; and third, if there is no generally accepted meaning in the
construction industry, according to its common and customary usage.

2.5.4

The words "include," "includes," or "including," as used in this Contract, shall be deemed to
be followed by the phrase, "without limitation."

2.5.5

The specification herein of any act, failure, refusal, omission, event, occurrence or condition
as constituting a material breach of this Contract shall not imply that any other, nonspecified
act, failure, refusal, omission, event, occurrence, or condition shall be deemed not to
constitute a material breach of this Contract.

2.5.6

Words or terms used as nouns in this Contract shall be inclusive of their singular and plural
forms, unless the context of their usage clearly requires a contrary meaning.

2.5.7

The Contractor shall have a continuing duty to read, carefully study and compare each of
the Contract Documents, the Shop Drawings, and the Product Data and shall give written
notice to the Owner of any inconsistency, ambiguity, error or omission which the Contractor
may discover with respect to these documents before proceeding with the affected Work.
The issuance, or the express or implied approval by the Owner or the Professional of the
Contract Documents, Shop Drawings, or Product Data shall not relieve the Contractor of the
continuing duties imposed hereby, nor shall any such approval be evidence of the
Contractor's compliance with this Contract. The Owner has requested the Professional to
only prepare documents for the Project, including the Drawings and Specifications for the
Project, which are accurate, adequate, consistent, coordinate and sufficient for construction.
HOWEVER, THE OWNER MAKES NO REPRESENTATION OR WARRANTY OF ANY
NATURE WHATSOEVER TO THE CONTRACTOR CONCERNING SUCH DOCUMENTS.
By the execution hereof, the Contractor acknowledges and represents that it has received,

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reviewed, and carefully examined such documents, has found them to be complete,
accurate, adequate, consistent, coordinated and sufficient for construction, and that the
Contractor has not, does not, and will not rely upon any representation or warranties by the
Owner concerning such documents as no such representation or warranties have been or
are hereby made.
2.5.8

Neither the organization of any of the Contract Documents into divisions, sections,
paragraphs, articles, (or other categories), nor the organization or arrangement of the
Design, shall control the Contractor in dividing the Work or in establishing the extent or
scope of the Work to be performed by Subcontractors.

2.5.9

The interrelation of the Drawings, the Specifications and the schedules is as follows:

2.5.9.1

The Drawings establish the quantities, dimensions and details.

2.5.9.2

The Specifications determine the nature and installation of the various materials and
equipment.

2.5.9.3

The schedules give the locations.

2.5.9.4

The Drawings and Specifications are complementary and what is required by one shall be
as binding as if shown or mentioned in both.

2.5.9.5

Should the Drawings disagree with one another, or with the Specifications, the better quality
or greater quantity of Work or materials shall be performed or furnished. Dimensions given
on Drawings govern small scale Drawings.
Dimensions given on Drawings govern scale measurements, and large scale details govern
small scale drawings. In case of discrepancy in the Dimensions, in the Drawings, in the
schedules, or in the Specifications, the matter shall be promptly submitted to the
Professional who will promptly make a determination, after advice and consent of the
Owner, in writing.

2.5.9.6

The "Scope of the Work," usually placed in the front part of each Section of the
Specifications, is intended to designate the scope and locations of all items of the Work
included therein, either generally or specifically. It is not intended to limit the Scope of Work
should plans, schedules or notes indicate an increased scope. Inadvertent omission of an
item from its proper section of the Specifications and its inclusion in another section shall
not relieve the Contractor of responsibilities for the item specified.

ARTICLE 3 - INSURANCES AND BONDS

3.1 CONTRACTOR'S LIABILITY INSURANCE
The Contractor shall purchase from and maintain with a company or companies lawfully authorized to do
business in the Commonwealth of Pennsylvania 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 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:
3.1.1

Claims under the Workers' Compensation Act including

Employers' Liability.

3.1.2

Claims for damages because of bodily injury, personal injury, sickness or disease, or death
of any person other than the Contractor's employees.

3.1.3

Claims for damages, other than to the Work itself, because of injury to or destruction of
tangible property, including loss of use resulting therefrom.

3.1.4

Claims for damages because of bodily injury, or property damage arising out of ownership,
maintenance or use of a motor vehicle.

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3.1.5

Claims involving contractual liability insurance applicable to the Contractor's obligations

under Paragraph 14.2 Indemnification.

The insurance required above shall be written for not less than limits of liability specified in the Contract
Documents. Coverages, whether written on an occurrence or claims-made basis, shall be maintained
without interruption from date of commencement of the Work until date of final payment and termination of
any coverage required to be maintained after final payment.
Before commencing the Work, the Contractor and any Subcontractor shall purchase and maintain at its
own expense until final completion and acceptance of the Work, the following minimum insurance:
3.1.6

Workers' Compensation for statutory obligations imposed by workers' compensation or

occupational disease laws. Employers' Liability insurance shall be provided with a limit of
not less than $100,000 for each subcategory of coverage.

3.1.7

Comprehensive Automobile Liability insurance with limits of liability not less than:
Bodily Injury Liability
and
Property Damage Liability

3.1.8

$1,000,000 Combined Single Limit

Commercial General Liability Insurance including the Broad Form Endorsement. Such
policies shall show The Pennsylvania State University as an additional insured, and
include coverage for premises and operations, products and completed operations and
contractual liability for all operations required to complete the Work, including, if applicable,
coverage for damage caused by explosion, collapse, or damage to underground utilities
with limits of liability not less than:
PROJECTS UNDER $1,000,000
Bodily Injury Liability
and
Property Damage Liability

$1,000,000 Combined Single Limit

PROJECTS OVER $1,000,000

Bodily Injury Liability
and
Property Damage Liability

$5,000,000 Combined Single Limit

The products and completed operations liability insurance shall be provided for a period of
not less than two years after completion of the Work.
3.1.9

Special Hazards - If there is a possibility of special hazards existing in the Work

contemplated, such hazards shall be covered by endorsement to the policy or policies.

Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of
the Work. These Certificates and the insurance policies required by this paragraph shall contain a
provision that coverages afforded under the policies will not be cancelled or allowed to expire until at least
30 days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are
required to remain in force after final payment and are reasonably available, an additional certificate
evidencing continuation of such coverage shall be submitted with the final Application for Payment as
required by Paragraph 11.8. Information concerning reduction in coverage shall be furnished by the
Contractor with reasonable promptness in accordance with the Contractor's information and belief.
3.2 OWNER'S LIABILITY INSURANCE
The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance.
Optionally, the Owner may purchase and maintain other insurance for protection against Claims which
may arise from operations under the Contract. The Contractor shall not be responsible for purchasing and
maintaining this optional Owner's liability insurance unless specifically required by the Contract
Documents.
3.3 PROPERTY INSURANCE
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Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully
authorized to do business in the Commonwealth of Pennsylvania, property insurance in the amount of the
initial Contract Sum as well as subsequent modifications thereto for the entire Work at the site on a
replacement cost basis subject to reasonable deductibles. 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
Paragraph 11.8 or until no person or entity other than the Owner has an insurable interest in the property
required by this Paragraph 3.3 to be covered whichever is earlier. This insurance shall include interests of
the Owner, the Contractor, Subcontractors and Sub-subcontractors in the Work.
3.3.1

Property insurance shall be on an all-risk policy form and shall insure against the perils of
fire and extended coverage and physical loss or damage including, without duplication of
coverage, vandalism, malicious mischief, collapse, temporary buildings and debris removal
including demolition occasioned by enforcement of any applicable legal requirements, and
shall cover reasonable compensation for the Professional's services and expenses required
as a result of such insured loss. Coverage for other perils shall not be required unless
otherwise provided in the Contract Documents.

3.3.2

If the Owner does not intend to purchase such property insurance required by the Contract
and with all of the coverages in the amount described above, the Owner shall so inform the
Contractor in writing prior to commencement of the Work. The Contractor may then obtain
insurance which will protect the interests of the Contractor, Subcontractors and Subsubcontractors in the Work, and by appropriate Change Order the cost thereof shall be
charged to the Owner. If the Contractor is damaged by the failure or neglect of the Owner
to purchase or maintain insurance as described above, without so notifying the Contractor,
then the Owner shall bear all reasonable costs properly attributable thereto.

3.3.3

The property insurance has a deductible. The Contractor shall be responsible for the first
$5,000 of such deductible. If the Owner or insurer increases the required minimum
deductibles above the amounts so identified or if the Owner elects to purchase this
insurance with voluntary deductible amounts, the Owner shall be responsible for payment of
the additional costs not covered because of such increased or voluntary deductibles.
Contractor's payment towards the deductible will not exceed $5,000 per occurrence.

Boiler and Machinery Insurance

The Owner 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 Owner; this insurance shall protect the interests of the Owner, Contractor,
Subcontractors and Sub-subcontractors in the Work.
Loss of Use Insurance
The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner
against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner
waives all rights of action against the Contractor for loss of use of the Owner's property, including
consequential losses due to fire or other hazards however caused. If the Contractor requests in writing
that insurance for risks other than those described herein or for other special hazards be included in the
property insurance policy, the Owner shall, if possible, include such insurance, and the cost thereof shall
be charged to the Contractor by appropriate Change Order.
The Owners shall file a certificate of insurance with the Contractor upon request.
Waivers of Subrogation
The Owner and Contractor waive all rights against (1) each other and any of their Subcontractors, Subsubcontractors, agents and employees, each of the other, and (2) the Professional, Professional's
consultants, Separate Contractors described in Article 7, if any, and any of their Subcontractors, Subsubcontractors, agents and employees, for damages caused by fire or other perils to the extent covered by
property insurance obtained pursuant to this Paragraph 3.3 or other property insurance applicable to the
Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The
Owner or Contractor, as appropriate, shall require of the Professional, Professional's consultants, Separate
Contractors described in Article 7, if any, and the Subcontractors, Sub-subcontractors, agents and
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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.
A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made
payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements
of any applicable mortgagee clause. The Contractor shall pay Subcontractors their just shares of
insurance proceeds received by the Contractor, and by appropriate agreements, written where legally
required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar
manner.
Partial occupancy or use in accordance with Paragraph 10.6 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 Owner 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.
3.4 PERFORMANCE AND PAYMENT BONDS
At the time of signing the Contract and before it becomes effective, the Contractor and its surety,
acceptable to the Owner, shall execute two bonds each in the amount of 100% of the contract price of the
Work awarded to the Contractor. The Bonds shall be written by a Surety authorized to do business in the
Commonwealth of Pennsylvania and shall be delivered to the Owner prior to award of Contract and within
three (3) days of the Owner's request thereof. The Attorney-in-Fact who signs the Bonds must be a
resident of the Commonwealth of Pennsylvania and shall file with each Bond a certified and effectively
dated copy of the Attorney-in-Fact's Power of Attorney.
One bond shall be a performance bond covering the faithful performance by the Contractor of all
covenants and agreements on the part of the Contractor contained in this Contract.
The other bond shall be a labor and material payment bond protecting all parties that have performed
labor or supplied material on this Contract from suffering any loss due to the failure of the Contractor to
pay any or all obligations incurred under this Contract.
The Contractor shall pay all premiums for all bonds.
Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering
payment of obligations arising under the Contract, the Contractor or Owner shall promptly furnish a copy
of the bonds or shall permit a copy to be made.
ARTICLE 4 - GOVERNING LAWS
4.1 GOVERNING LAW
The Contract shall be governed by the law of the Commonwealth of Pennsylvania. In the event litigation
arises out of this Contract, the parties agree to submit any claim to the competent courts of Centre
County, Pennsylvania.
4.2 COMPLIANCE WITH LAWS
The Contractor at all times shall observe and comply with all Federal, State and Local laws, by-laws,
ordinances, codes and regulations, in any manner affecting the conduct of the Work or applying to any
employees on the Project, as well as all orders or decrees which have been promulgated or enacted, or
which may be promulgated or enacted during the progress of the Work, by any legal bodies or tribunals
having authority or jurisdiction over the Work, materials, employees or the Contract.
Contractor shall indemnify and save harmless the Owner and all its officers, employees and agents from
all suits, actions, or claims of any character or description brought for, made on account of, or arising from
the violation of any such law, by-law, ordinance, regulation, order or decree.
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4.3 PREVAILING WAGE ACT

The Contractor is hereby notified that this Contract is subject to the provisions, duties, obligations,
remedies and penalties of the Pennsylvania Prevailing Wage Act, Act No. 442, August 15, 1961 (P.L.
987), and as amended August 9, 1963, Act No. 342; and said Act is incorporated herein by reference as
fully as though the same were here set forth at length.
4.4 TAXES
The Contractor shall pay sales, consumer, use and similar taxes for the Work on portions thereof provided
by the Contractor which are legally enacted when bids are received, whether or not yet effective or merely
scheduled to go into effect.
The Contractor is obligated to pay all Pennsylvania sales tax with the exception of those items for which
an exemption might be claimed under Sales and Use Tax Regulation 150 (S31.11--SS31.16).
4.5 ROYALTIES AND PATENTS
The Contractor shall pay all royalties and license fees, and defend all suits or Claims for infringement of
any patent rights and shall save the Owner harmless from loss on account thereof, except that the Owner
shall be responsible for all such royalties and license fees and loss when a particular design or process, or
the product of a particular manufacturer or manufacturers is specified; provided, however, if the
Contractor has reason to believe the design, process or product specified constitutes an infringement of a
patent, the Contractor shall be responsible for such royalties, license fees and loss unless the Contractor
promptly gives such information to the Owner and the Professional.
4.6 FEDERAL CLEAN AIR ACT
The Contractor agrees to fully protect, indemnify, hold harmless and defend the Owner against any and all
liability, including assessed violation fines, for failure to comply with the Federal Clean Air Act [42 U.S.C.
7401 et seq., amended 1990], with regards to handling, venting, and/or disposing of any and all
refrigerants used in the performance of the Work. A copy of employee(s) or subcontractor(s) Federal
Certification numbers shall be provided to the Owner upon request.
ARTICLE 5 - STANDARDS, SUBSTITUTIONS, AND SHOP DRAWINGS
5.1 STANDARDS
Whenever a material, product or process is specified by reference to a governmental, trade association or
similar standard, it shall comply with the requirements of the latest publication thereof, and amendment
thereto, in effect on the bid date. Such standards are as effectively part of the Contract Documents as if
therein printed.
5.2 SUBSTITUTIONS
The various materials, products or equipment specified in the Specifications are mentioned for the
purpose of establishing a standard of quality and cost. It is not the intent to limit to any one product, but
rather to set up the same as the standard desired or acceptable and to establish a basis of equality.
Where trade or proprietary names, catalog numbers and manufacturers of materials, products or
equipment are used or specified, whether or not followed by the words "or equal as approved by the
Professional," materials, products or equipment to be equal in quality to that mentioned in the
Specifications will be acceptable. It will be up to the Contractor, supplier and/or vendors to prove by the
submission of proper data that their product is equal in quality to that specified.
These standards of quality were established and made only after careful study by the Professional and
will, therefore, be strictly adhered to and all substandard materials, products or equipment will be rejected.
Each Subcontractor, supplier and/or vendor shall in securing a substitution, submit a request in writing
through the Contractor.
This request will then be forwarded to the Professional.
The Contractor shall obtain written approval of the Professional for all such substitutions of material,
products, or equipment not less than five (5) working days before bids are due.
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When submitting a request for a substitution, the requestor shall clearly indicate the item to be substituted,
and shall include all calculations, catalog data, literature and/or drawings, so the substitution can be
properly evaluated and processed in the shortest period of time.
Verbal communication regarding substitutions will not be construed as acceptance by the Professional
and Owner, only written approvals on all substitutions will be valid.
The Professional will be the sole judge in evaluating and approving substitutions, and the Professional's
decisions with the Owner's approval will be final.
No substitution for the above-named products or processes will be permitted after award of Contract,
except as provided for below.
(i)

The Contractor may submit substitute products or processes for consideration, fully documented
as stated above, and accompanied by Contractor's proposal the amount to be deducted from the
Contract sum.

(ii)

A substitution submitted by the Contractor for reason that a product is not available will not be
considered unless written proof is submitted that a firm order for the product was placed within 45
days after Notice to Proceed.

5.3 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

Shop drawings, product data and samples are defined as follows:
5.3.1

Shop Drawings are drawings, diagrams, illustrations, schedules, performance charts,

brochures and other data prepared by the Contractor, or any Subcontractor, manufacturer,
supplier or distributor which illustrate some portion of the Work.

5.3.2

Product Data are illustrations, standard schedules, performance charts, instructions,

brochures, diagrams and other information furnished by the Contractor to illustrate materials
or equipment for some portion of the Work.

5.3.3

Samples are physical examples furnished by the Contractor to illustrate materials,

equipment or workmanship, and to assist in the establishment of standards by which the
Work will be judged.

Shop Drawings, Product Data and Samples are not Contract Documents. The purpose of their submittal
is to demonstrate how the Contractor proposes to comply with the information given and the design
concept outlined in the Contract Documents.
5.3.4

Shop Drawing Submittal Schedule: Based on the priorities of the construction schedule, the
Contractor shall submit a shop drawing submittal schedule on or before the Second Regular
Job Conference.
The Professional shall review and check the shop drawing submittal schedule within fifteen
(15) days of receipt from the Contractor.
The Contractor shall thereafter submit all shop drawings, product data and samples in
accordance with the approved submittal schedule.

The Contractor shall review all shop drawings, product data and samples for compliance with the Contract
Documents and shall certify that the Contractor has done so by stamp, or otherwise, affixed to each copy
thereof. Submittal data presented without such certification will be returned without review or other
comment, and any delay resulting therefrom will be the Contractor's responsibility. At the time of
submission, the Contractor shall inform the Professional and Owner in writing of any deviation in the shop
drawings, product data or samples from the requirements of the Contract Documents.
By approving and submitting shop drawings, product data and samples, the Contractor thereby represents
that the Contractor has determined and verified all field measurements, field construction criteria,
materials, catalog numbers and similar data, or will do so, and that the Contractor has checked and
coordinated each shop drawing, product data and sample with the requirements of the Work and the
Contract Documents and shall so certify as required above.
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The Professional shall review, approve and process, subject to the right of review by the Owner, shop
drawings, product data, samples, and other submissions of the Contractor as to compliance with the
Contract Documents and for conformity to and harmony with the design concept of the Project and for
compliance with the requirements of the Contract Documents. The Professional shall not approve any
substitution of or deviation from specified materials and/or equipment without first obtaining the Owner's
consent.
The Professional shall return the approved shop drawings or detailed notation for resubmission if required,
within twenty-one (21) calendar days after receipt from the Contractor. The Professional shall act on any
resubmissions within fifteen (15) calendar days of receipt thereof. A detailed log shall be maintained by
the Professional as to time of receipt of the shop drawings and time of return with adequate notes as to
their disposition.
If the Contractor considers any correction indicated on the revised shop drawings to constitute a change to
the Contract Drawings or Specification, written notice shall be given promptly to the Owner and the
Professional.
The Contractor shall make any corrections required and shall resubmit the required number of corrected
copies of the shop drawings, product data, or new samples of materials until approved. The Contractor
shall direct specific attention in writing to any new revisions other than the corrections requested on
previous submissions. No Work requiring a shop drawing, product data, or sample submission shall be
commenced until the submission has been approved. All such Work shall be in accordance with contract
documents which shall include approved shop drawings, product data, and samples.
The approval of the shop drawings, product data or samples shall not relieve the Contractor of
responsibility for any deviation from the requirements of the Contract Documents unless the Contractor
has informed the Owner and the Professional in writing of such deviation at the time of submission and
the Owner or the Professional has not objected to the specific deviation. The approval shall not relieve
the Contractor from responsibility for errors or omissions in the shop drawings, product data, or samples.
The approval of a separate item shall not indicate approval of an assembly in which the item functions.
The Owner reserves the right to review all Submittal data. No Work required by these submittals shall be
commenced until the submittal has been approved by the Professional and Owner.
The approval of shop drawings, product data and samples by the Professional shall not be construed as a
complete check, but will indicate only that the general method of construction and detailing is satisfactory.
Approval of shop drawings, product data and samples will not relieve the Contractor of the responsibility
for any error which may exist therein, and the Contractor shall be responsible for the dimensions and
design of adequate connections, details, and the satisfactory construction of all Work.
Work done contrary to this procedure shall be at the risk and expense of the Contractor. All shop
drawings used for fabrication and erection shall be those approved by the Professional, without change. If
change is found to be necessary on any approved shop drawings or sample, it shall be resubmitted to the
Professional for review and approval.
The number of copies of shop drawings and other submittals will be established at the Initial Job
Conference. The Contractor shall bear the cost of all required shop drawing reproductions and scanning,
if applicable. The project may opt to use an electronic submittal process and the Contractor shall bear the
cost of all submissions in the required electronic .pdf format.
If the project opts to use an electronic submittal process the Contractor is required to submit a complete
set of approved electronic submittals in .pdf format organized by CSI division to the Owner at the time of
Substantial Completion.
All Operation and Maintenance data is required to be submitted in electronic .pdf format to the Owner
subsequent to approval by the Professional. The Contractor is required to organize information by system
and CSI division. Exact requirements to be outlined by the Owner. One hard copy may also be requested
by the Owner.

ARTICLE 6 - KNOWLEDGE OF CONTRACT REQUIREMENTS

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6.1 NOTICE
The Contractor, its Subcontractors and materialmen shall consult in detail the Project Manual, the General
Conditions of the Contract, all Divisions and Sections of the Specifications, all Drawings, and all Addenda
to the Project Manual for instructions and requirements pertaining to the Work, and at its and their cost
shall provide all labor, materials, equipment and services necessary to furnish, install and complete the
Work in strict conformance with all provisions thereof.
6.2 EXAMINATION AND CONDITIONS AT THE SITE
The Contractor is responsible for having visited the site and having ascertained and informed itself, its
Subcontractors and materialmen, of all pertinent local conditions such as location, accessibility, and
general character of the site or building, the character and extent of existing Work within and adjacent to
the site, any other Work being performed thereon at the time of the submission of the Contractor's
proposal, and subsurface conditions. Any failure to do so will not relieve the Contractor from responsibility
for successfully performing the Work without additional expense to the Owner.
6.3 EXAMINATION OF CONTRACT DOCUMENTS
The Contractor will be held to have examined the Contract Documents, and Modifications thereto, as they
may affect subdivisions of the Work and to have informed itself, its Subcontractors, Sub-subcontractors
and materialmen of all conditions thereof affecting the prosecution of the Work.
The Scope of the Work for the Contract is not necessarily limited to the description of each section of the
Specifications and the illustrations shown on the drawings. Include all minor items not expressly indicated
in the Contract Documents, or as might be found necessary as a result of field conditions, in order to
complete the Work as it is intended, without any gaps between the various subdivisions of Work of the
Contractor, or between the Work of all Subcontractors.
The Contractor shall at once report to the Professional errors, inconsistencies or omissions discovered.
The Contractor shall not be liable to the Owner or Professional for damage resulting from errors,
inconsistencies or omissions in the Contract Documents unless the Contractor recognized such error,
inconsistency or omission and failed to report it to the Professional. If the Contractor performs any
construction activity knowing it involves a recognized error, inconsistency or omission in the Contract
Documents without such notice to the Professional, the Contractor shall assume appropriate responsibility
for such performance and shall bear an appropriate amount of the attributable costs for correction.
6.4 LABOR
The Contractor will be held to be thoroughly familiar with all conditions affecting labor in the location of the
Project, including, but not limited to, unions, incentive pay, procurement, living and commuting conditions,
and to have informed its Subcontractors and Sub-subcontractors thereof.
ARTICLE 7 - CONTRACT ADMINISTRATION
7.1 GENERAL ADMINISTRATION
The Professional will provide general administration of the Contract beginning with the execution of the
Agreement between the Contractor and the Owner until expiration of the Contractor's one year guarantee
period against defective materials, equipment and/or workmanship.
The Professional shall advise and consult with the Owner and will have authority to act on behalf of the
Owner to the extent provided in the Contract Documents. The extent of the Professional's duties and
responsibilities and the limitations of the Professional's authority as outlined hereunder shall not be
modified without written agreement between the Owner and the Professional.
7.2 CONTRACT ADMINISTRATION COMMUNICATIONS AND INTERPRETATION
7.2.1

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Communications: The Owner assumes no responsibility for any understanding given or

representation made orally by the Owner's agents prior to the execution of this Contract,
unless such understanding(s) or representation(s) are expressly stated in the Contract. The
Owner assumes no responsibility for any conclusions or interpretations made by the
Contractor. Any failure by the Contractor to become acquainted with available information
will not relieve the Contractor from responsibility for properly estimating the difficulty or cost
GC, Page 15 of 36

of successfully performing the Work or mutually agreed changes thereto.

The Owner's instructions to the Contractor will generally be issued through the Professional
except that the Owner reserves the right on appropriate occasions to issue instructions
directly to the Contractor through the Owner's designated representative.
Communications by and with the Professional's consultants shall be through the
Professional. Communications by and with Subcontractors and material suppliers shall be
through the Contractor. Communications by and with the Owner's Separate Contractors
shall be through the Owner.
All instructions affecting contract sum, contract time, or contract interpretation shall be
confirmed expeditiously in writing with copies furnished to the Professional, the Owner's
designated representatives, and the Contractor by the party issuing the instruction. No
instruction affecting the Professional's design liability shall be issued without the
Professional's prior written consent.
7.2.2

Interpretation: The Professional will be, in the first instance, the interpreter of the
requirements of the Contract Documents. The Professional will, within a reasonable time,
render such interpretation as the Professional may deem necessary for the proper
execution or progress of the Work. All interpretations by the Professional shall be defined
in writing and/or by drawing and shall be consistent with the intent of the Contract
Documents. In its capacity as interpreter, the Professional will exercise its best efforts to
insure faithful performance by the Contractor.
The Professional's decisions on matters relating to aesthetic effect will be final with the
Owner's consent and if consistent with the intent expressed in the Contract Documents.

7.3 ACCESS TO AND INSPECTION OF THE WORK

The Professional, the Owner and their authorized representatives shall be provided full and safe access to
the Work at all times by the Contractor for their observation and/or inspection of same.
The Professional, or an authorized and qualified representative, shall visit the project periodically as
required by the Owner during periods of active construction, review the progress of the Work, and take
such actions as in the Professional's judgment are necessary or appropriate to achieve the requirements
of the Contract Drawings and Specifications in the Work of the Contractor, including advising the Owner
as to particular matters to watch and guard against. The Professional will have its consultants visit the site
periodically as required during their respective phases of the Work at such intervals as may reasonably be
deemed necessary by the Owner and the Professional, to review their respective phases of the Work in
order to achieve the requirements of the Contract Drawings and Specifications.
In addition to the above, the Professional shall be required to attend, at the determination of the Owner,
any and all project site conferences dealing with interpretation of the Contract Documents.
The Owner shall be consulted by the Contractor on matters pertaining to the Work and shall transmit
instructions of the Professional regarding the Work to the Contractor.
The Owner will, in addition to the Professional's inspection, inspect all Work under Contract. While the
Owner will assist the Contractor in obtaining additional information in explanation of the Contract
Documents and will serve as liaison between the Contractor and the Professional, the Owner is not
empowered to authorize deviations from the Contract, except by a written modification as identified in
Paragraph 1.1, nor to enter into the Contractor's area of responsibility for supervision and construction
means, methods, techniques, sequences, procedures or coordination or for safety of persons and
property. The fact that the Owner may have permitted faulty Work or Work not in accordance with the
Contract Documents to be performed shall not relieve the Contractor from any responsibility to perform
fully in accordance with the Contract.
The Work will be subject to inspection by the Owner and by representatives of the Professional as outlined
above; however, such representatives are not authorized to make oral changes in any provision of the
Drawings or Specifications except as provided in Article 9, Changes in the Work. Changes resulting from
such inspections will be processed in the manner prescribed in Article 9. The absence or presence of the
Owner shall not relieve the Contractor from any requirements of the Contract.
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The Owner reserves the right to inspect, at their sources, all materials, supplies or services not
manufactured or performed within the Contractor's on-site facility. Such inspection shall not constitute
acceptance, nor shall it replace in any way the Contractor's responsibility for inspection or requirement to
furnish acceptable materials.
The Owner will notify the Contractor of any non-compliance with the Contract Documents and the action
required; and, the Contractor shall take immediate corrective action. If the Contractor fails or refuses to
take prompt action, the Owner may issue an order stopping all or part of the Work until the Contractor
takes appropriate action. No part of the time lost due to any such stop orders shall be made the subject of
claim for extension of time or for excess costs or damages by the Contractor.
7.4 SEPARATE CONTRACTS
The Owner reserves the right to award other, separate contracts in connection with other portions of the
Project under these or similar conditions of the Contract and/or to perform construction or operations
related to the Project with the Owner's own forces.
When separate contracts are awarded for different portions of the Project, the term "this Contractor" shall
mean the Contractor referred to in these Contract Documents, and the term "Separate Contractor" shall
mean the Contractor who executes each separate Owner/Contractor Agreement.
If part of this Contractor's Work depends for proper execution or results upon construction or operations
by the Owner or a Separate Contractor, this Contractor shall, prior to proceeding with that portion of the
Work, promptly report to the Professional apparent discrepancies or defects in such other construction
that would render it unsuitable for such proper execution and results. Upon receipt of such report, the
Professional shall make a determination as to the unsuitability of such other construction. Failure of this
Contractor to so report shall constitute an acknowledgment that the Owner's or Separate Contractor's
completed or partially completed construction is fit and proper to receive the Contractor's Work, except as
to defects not then reasonably discoverable and which may develop in the Owner's or Separate
Contractor's construction after the execution of this Contractor's Work.
This Contractor shall promptly remedy damage wrongfully caused by this Contractor to completed or
partially completed construction or to property of the Owner or Separate Contractors. Should this
Contractor cause damage to the Work or property of any Separate Contractor on the Project, this
Contractor shall, upon due notice, endeavor to settle with such other Contractor by agreement. If such
Separate Contractor sues the Owner on account of any damage alleged to have been so sustained, the
Owner shall notify this Contractor who shall defend such proceedings and pay all costs in connection
therewith, and if any judgment against the Owner arises therefrom, this Contractor shall pay or satisfy it.
This Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction
and storage of their materials and equipment and performance of their activities and shall connect and
coordinate this Contractor's construction and operations with theirs as required by the Contract
Documents.
7.5 CLAIMS AND DISPUTES
7.5.1

Claims: Claims by either party must be made within twenty-one (21) days after occurrence
of the event giving rise to such Claim or within twenty-one (21) days after the claimant first
becoming aware or reasonably should have become aware of the condition giving rise to
the Claim, whichever is later. Claims must be made by written notice. An additional Claim
made after the initial Claim has been implemented by Change Order will not be considered
unless submitted in a timely manner.
Pending final resolution of a Claim unless otherwise agreed in writing, the Contractor shall
proceed diligently with performance of the Contract and the Owner shall continue to make
payments in accordance with the Contract Documents.

7.5.2

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Claims for Concealed or Unknown Conditions: If conditions are encountered at the site
which are (1) subsurface or otherwise concealed physical conditions which differ materially
from those indicated in the Contract Documents or discoverable by the Contractor or (2)
unknown physical conditions of an unusual nature, which differ materially from those
ordinarily found to exist and generally recognized as inherent in construction activities of the
character provided for in the Contract Documents, then notice by the observing party shall
be given to the other party promptly before conditions are disturbed and no later than fortyGC, Page 17 of 36

eight (48) hours after first observance of the conditions. The Professional will promptly
investigate such conditions and, if they differ materially and cause an increase or decrease
in the Contractor's cost of, or time required for, performance of any part of the Work, will
recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the
Professional determines that the conditions at the site are not materially different from those
indicated in the Contract Documents or discoverable by the Contractor and that no change
in the terms of the Contract is justified, the Professional shall so notify the Owner and
Contractor in writing, stating the reasons. Claims by either party in opposition to such
determination must be made within twenty-one (21) days after the Professional has given
notice of the decision.
The failure by the Contractor to make the written notice and claims as provided in this
subparagraph shall constitute a waiver by the Contractor of any claim arising out of or
relating to such concealed or unknown condition.
7.5.3

Claims for Additional Cost: If the Contractor wishes to make Claim for an increase in the
Contract Sum, the Contractor shall give written notice of such claim to the Professional and
the Owner within twenty-one (21) days after the occurrence of the event or first appearance
of the condition giving rise to such Claim and before proceeding to execute the Work. The
failure by the Contractor to give such notice within the time permitted and prior to executing
the Work shall constitute a waiver of claim for additional compensation. Prior notice is not
required for Claims relating to an emergency endangering life or property arising under
Paragraph 8.5.
In connection with any claim by the Contractor against the Owner for compensation in
excess of the Contract Price, any liability of the Owner for the Contractor's costs shall be
strictly limited to direct costs incurred by the Contractor and shall in no event include indirect
costs or consequential damages of the Contractor. The Owner shall not be liable to the
Contractor for claims of third parties, including Subcontractors, unless and until liability of
the Contractor has been established therefore in a court of competent jurisdiction.

7.5.4

Claims for Additional Time: If the Contractor wishes to make Claim for an increase in the
Contract Time, written notice as provided herein shall be given to the Professional and the
Owner at the time of any Change Order proposal submitted. If the Contractor believes
additional time is involved for reasons including but not limited to (1) changes ordered to the
Contract or because of (2) strikes, (3) lockouts, (4) fire, (5) unusual delay in transportation,
(6) or any cause beyond the Contractor's control, which constitute a justifiable delay, Claim
shall be filed in accordance with the procedure established herein.
If unusual inclement weather conditions are the basis for a Claim for additional time, such
Claim shall be documented by data substantiating that weather conditions were abnormal
for the period of time and could not have been reasonably anticipated, and that weather
conditions prevented the execution of major and/or critical items of the Work.
Unusual inclement weather as used herein means unusually severe weather which is
beyond the normal weather recorded and expected for the locality and/or the season or
seasons of the year. Normal weather shall be determined based on records for the closest
stations of the United States Environmental Data Service and for a period of ten (10) years.
Any claim for extension of time on account of labor strike or lock-out shall be supported by a
certificate of all facts concerning the strike, including, but not limited to, the dates, the
crafts(s) concerned, the reason for the strike, efforts to resolve the dispute, and efforts to
minimize the impact of the strike on progress.
Any claim for extension of time on account of delays in transportation, or for failure of
suppliers, shall be supported by a certificate of all the facts involved, demonstrating that the
delays were beyond the Contractor's control and including, but not limited to, the
Contractor's efforts to overcome such delays.
If the Contractor fails to make such claim as required in this subparagraph within twenty-one
(21) days of such occurrence giving rise to the claim, any claim for extension of time shall
be waived.

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7.5.5

Injury or Damage to Person or Property: If either party to the Contract suffers injury or
damage to person or property because of an act or omission of the other party, of any of the
other party's employees or agents, or of others for whose acts such party is legally liable,
written notice of such injury or damage, whether or not insured, shall be given to the other
party within a reasonable time not exceeding twenty-one (21) days after first becoming
aware of such injury or damage. The notice shall provide sufficient detail to enable the
other party to investigate the matter. If a Claim for additional cost or time related to this
Claim is to be asserted, it shall be filed as provided in Subparagraphs 7.5.3 or 7.5.4
respectively.

7.5.6

Decision of the Professional: Claims, including those alleging an error or omission by the
Professional, shall be referred initially to the Professional for action as provided in
Subparagraph 7.5.7. A decision by the Professional, as provided in Subparagraph 7.5.7,
shall be required as a condition precedent to litigation of a Claim between the Contractor
and Owner as to all such matters arising prior to the date final payment is due, regardless of
(1) whether such matters relate to execution and progress of the Work or (2) the extent to
which the Work has been completed. The decision by the Professional in response to a
Claim shall not be a condition precedent to litigation in the event (1) the position of
Professional is vacant, (2) the Professional has not received evidence or has failed to
render a decision within agreed time limits, (3) the Professional has failed to take action
required under Subparagraph 7.5.7 within thirty (30) days after the Claim is made, (4) fortyfive (45) days have passed after the Claim has been referred to the Professional.

7.5.7

Resolution of Claims and Disputes: The Professional will review Claims and take one or
more of the following preliminary actions within ten (10) days of receipt of a Claim: (1)
request additional supporting data from the claimant, (2) submit a schedule to the parties
indicating when the Professional expects to take action, (3) reject the Claim in whole or in
part, stating reasons for rejection, (4) recommend approval of the Claim by the other party
or (5) suggest a compromise. The Professional may also, but is not obligated to, notify the
surety of the nature and amount of the Claim.
If a Claim has been resolved, the Professional will prepare or obtain appropriate
documentation.
If a Claim has not been resolved, the party making the Claim shall, within ten (10) days after
the Professional's preliminary response, take one or more of the following actions: (1)
submit additional supporting data requested by the Professional, (2) modify the initial Claim
or (3) notify the Professional that the initial Claim stands.
If a Claim has not been resolved after consideration of the foregoing and of further evidence
presented by the parties or requested by the Professional, the Professional will notify the
parties in writing that the Professional's decision will be made within seven (7) days. Upon
expiration of such time period, the Professional will render to the parties the Professional's
written decision relative to the Claim, including any change in the Contract Sum or Contract
Time or both. If there appears to be a possibility of a Contractor's default, the Professional
may, but is not obligated to, notify the surety and request the surety's assistance in
resolving the controversy.

7.6 CONTRACT TERMINATION

7.6.1

Termination by Contractor: If the Work is stopped for a period of ninety (90) days under an
order of any court or other public authority having jurisdiction, or as a result of an act of
government, such as a declaration of a national emergency making materials unavailable,
through no act or fault of the Contractor or a Subcontractor or their agents or employees or
any other persons performing any of the Work under a contract with the Contractor, then
the Contractor may, upon ten (10) additional days' written notice to the Owner and the
Professional, terminate the Contract and recover from the Owner payment for all Work
executed and for any loss sustained upon any materials, equipment, tools, construction
equipment and machinery, including reasonable profit associated with such Work or losses
and reasonable expenses resulting from such termination.
If the cause of the Work stoppage is removed prior to the end of the ten (10) day notice
period, the Contractor may not terminate the Contract.

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7.6.2

Termination by Owner: If the Contractor refuses or fails, except in cases for which
extension of time is provided, to supply enough properly skilled workmen or proper
materials to perform the Work, or disregards laws, ordinances, rules, regulations or orders
of any public authority having jurisdiction, or otherwise is in violation of a provision of the
Contract Documents, or fails to so prosecute the Work as to insure its completion, within
the time, or any extension thereof, specified in this Contract, then the Owner may, without
prejudice to any right or remedy and after giving the Contractor and its surety ten (10) days'
written notice, terminate the Work and services of the Contractor and take possession of
the site and of all materials, equipment, tools, construction equipment and machinery
thereon owned by the Contractor. In such case, the Contractor shall not be entitled to
receive any further payment until the Work is finished.
If the Contractor shall generally not pay its debts as they become due or shall admit in
writing its inability to pay its debts, or shall make a general assignment for the benefit of
creditors; or if the Contractor shall commence any case, proceeding or other action seeking
to have an order for relief entered in its behalf as debtor or to adjudicate it as bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or
composition of it or its debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors or seeking appointment of a receiver, trustee, custodian
or other similar official for it or for all or any substantial part of its property; or if the
Contractor shall take any action to authorize or in contemplation of any of the actions set
forth above in this paragraph, then this Agreement will automatically terminate upon written
notification by Owner to Contractor and its surety.
Should the surety fail to respond within fifteen (15) days following the date of the notice of
termination given to the surety and fail to pursue completion of the Work with diligence
acceptable to the Owner, the Owner may arrange for completion of the Work and deduct
the cost thereof from the unpaid Contract Sum remaining, including the cost of additional
Professional services made necessary by such default or neglect, in which event no further
payment shall then be made by the Owner until all costs of completing the Work shall have
been paid.
If the unpaid balance of the Contract Sum exceeds the costs of finishing the Work, including
compensation for the Professional's additional services made necessary thereby, such
excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
Contractor or its surety shall pay the difference to the Owner. This obligation for payment
shall survive the termination of the Contract.

7.6.3

Termination for Convenience of Owner: Prior to, or during the performance of the Work,
the Owner reserves the right to terminate the Contract for unforeseen causes including but
not limited to court orders, loss of funding, acts of the federal government to discontinue the
Work, etc., that may occur. Upon such an occurrence, the following procedures will be
adhered to:
7.6.3.1

The Owner will immediately notify the Professional and the Contractor in
writing, specifying the effective termination date of the Contract.

7.6.3.2

After receipt of the notice of termination, the Contractor shall immediately

proceed with the following obligations, regardless of any delay in determining
or adjusting any amounts due at that point in the Contract:
(1)
(2)
(3)
(4)
(5)

7.6.3.3

02/2015

Stop all Work.

Place no further subcontracts or orders for materials or services.
Terminate all subcontracts.
Cancel all material and equipment orders as applicable.
Take action that is necessary to protect and preserve all property
related to this Contract which is in the possession of the Contractor.

Within one hundred eighty (180) days of the date of the notice of termination,
the Contractor shall submit a final termination settlement proposal to the
Owner based upon costs up to the date of termination, reasonable profit on
Work done only, and reasonable demobilization costs. If the Contractor fails
GC, Page 20 of 36

to submit the proposal within the time allowed, the Owner may determine the
amount due to the Contractor because of the termination and shall pay the
determined amount to the Contractor.
7.6.3.4

7.6.4

If the Contractor and the Owner fail to agree on the settlement amount, the
matter will be handled as a dispute through the procedures as outlined in
Subparagraphs 7.5.6 and 7.5.7.

Written Notice: Written notice shall be considered to have been duly given if delivered in
person to the individual or member of the firm or to an officer of the corporation for whom it
is intended, or if delivered at or sent by United States mail to the last business address
known.

ARTICLE 8 - CONSTRUCTION
8.1 CONSTRUCTION SCHEDULE, FIELD MEASUREMENTS AND SUPERVISION
8.1.1

Construction Schedule: The Contractor, promptly after being awarded the Contract, shall
prepare and submit for approval by the Professional, a construction schedule for the Work.
The schedule shall not exceed time limits as contained in the Contract Documents, shall be
revised at appropriate intervals as required by the conditions of the Work and Project, shall
be related to the entire Project to the extent required by the Contract Documents, and shall
provide for expeditious and practicable execution of the Work.
The construction schedule shall be coordinated with the Contractor's shop drawing
submittal schedule.

8.1.2

Field Measurements: The Contractor shall take field measurements and verify field
conditions and shall carefully compare such field measurements and conditions and other
information known to the Contractor with the Contract Documents before commencing
activities. Errors, inconsistencies or omissions discovered shall be reported to the
Professional at once.

8.1.3

Supervision: The Contractor shall supervise and direct the Work. The Contractor shall be
solely responsible for all construction means, methods, techniques, safety, sequences and
procedures, and for coordinating all portions of the Work under the Contract. 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.
The Contractor shall employ a competent superintendent who shall be in attendance at the
Project site during the progress of the Work. The superintendent shall be satisfactory to the
Owner, and shall not be changed except with the written approval of the Owner unless the
superintendent leaves the employment of the Contractor. The superintendent shall
represent the Contractor and shall have full authority to act on the Contractor's behalf. All
communications given to the superintendent shall be as binding as if given to the
Contractor. All oral communications affecting contract time, contract cost and contract
interpretation will be confirmed in writing.

8.2 SUBCONTRACTS
As soon as practicable after the execution of the Contract, the Contractor shall submit to the Professional,
for approval, a list of all Subcontractors, including those who are to furnish materials or equipment, that
the Contractor and/or its major Subcontractors propose to employ in the construction of the Project. The
Contractor shall not employ any Subcontractor to whom the Professional or Owner may have an objection.
A change in any approved Subcontractor or the addition of any new Subcontractor can only be made with
the written approval of the Owner and Professional.
The Contractor agrees to bind every Subcontractor, and every Subcontractor agrees to be bound, by the
terms of the Agreement, the General Conditions of the Contract, and the Drawings and Specifications
insofar as they are applicable to the Subcontractor's respective portion of the Work. The Contractor shall
further more fully inform each of its Subcontractors, prior to executing an agreement with, conformance
with related documents and to submit Cost Estimates and Change Order proposals in complete and full
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analytical detail when so required or requested. The Contractor shall indemnify the Owner for any
Subcontractor's claim which may result from the failure of the Contractor to incorporate the provisions of
this Contract in the Contractor's agreements with any of its Subcontractors.
8.2.1

Contingent Assignment of Subcontracts: Each subcontract agreement for a portion of the

Work is hereby assigned by the Contractor to the Owner provided that:
8.2.1.1

Assignment is effective only after termination of the Contract by the Owner for
cause pursuant to Subparagraph 7.6.2 and only for those subcontract
agreements which the Owner accepts by notifying the Subcontractor in
writing.

8.2.1.2

Assignment is subject to the prior rights of the surety obligated under bond
relating to the Contract.

8.3 PERMITS, FEES AND NOTICES

The Contractor shall secure and pay for, with the exception of the building permit, all other permits, fees,
licenses and inspections necessary for the proper execution and completion of the Work which are
customarily secured after execution of the Agreement and which are legally required.
It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with
applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the
Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor
shall promptly notify the Professional and Owner in writing, and necessary changes shall be accomplished
by appropriate modification.
If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes,
and rules and regulations without such notice to the Professional and Owner, the Contractor shall assume
full responsibility for such Work and shall bear the attributable costs.
8.4 ACTS AND OMISSIONS
The Contractor shall be responsible for acts and omissions of the Contractor's employees and
Subcontractors, their agents and employees and other persons performing portions of the Work under a
contract with the Contractor.
The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract
Documents either by activities or duties of the Professional in the Professional's administration of the
Contract, or by tests, inspections or approvals required or performed by persons other than the
Contractor.
8.5 PROTECTION OF PERSONS AND PROPERTY
8.5.1

OSHA: It shall be the duty and responsibility of the Contractor and all its Subcontractors
and their agents and employees, and other persons performing portions of the Work under
a contract with the Contractor to be familiar and comply with all requirements of Public Law
91-596, the Occupational Safety and Health Act of 1970 (OSHA) and all amendments
thereto, and to enforce and comply with all of the provisions of this Act.

8.5.2

Safety: Safety is the utmost importance to the Owner. Therefore, at a minimum, the Owner
requires the following:
A. The Contractor must provide a site specific written safety program.
The safety plan must address all public interfaces, critical activities, and
overall project safety. The Notice to Proceed will not be issued until this
safety plan submission is received.
B. The Contractors on-site superintendent must be 30-hour OSHA certified.
Proof of certification is required. Date of certification must be within (5)
years of the start of the project.
C. The Contractors Safety Director must visit the site on a monthly basis.
Inspection report from the site visit must be distributed to the Owner.
D. 100% eye protection is required on the construction site. Eye protection
must be ANSI approved safety glasses.

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E. OSHA recordable accident data must be submitted to the Owner prior to

final payment.
Note: Receiving a satisfaction rating of Poor in the safety section of the contractor
performance evaluation conducted during construction or after completion of the project is
grounds for immediate complete (all trades) removal from the Office of Physical Plant
contractor prequalification listing.
8.5.3

Emergencies: In an emergency affecting safety of persons or property, the Contractor shall

act, at its discretion, to prevent threatened damage, injury or loss. Additional compensation
or extension of time claimed by the Contractor on account of an emergency shall be
considered in accordance with Paragraph 7.5 and Article 9.

8.5.4

Precautions: The Contractor shall take appropriate precautions for safety of and shall
provide necessary protection to prevent damage, injury or loss to:
8.5.4.1

Employees of the Owner at the Work and other persons who may be affected
thereby.

8.5.4.2

The Work and materials and equipment to be incorporated therein, whether

in storage on or off the site, under care, custody or control of the Contractor
or the Contractor's Subcontractors or Sub-subcontractors.

8.5.4.3

Other property at the site or adjacent thereto, such as trees, shrubs, lawns,
walks, pavements, roadways, structures and utilities not designated for
removal, relocation or replacement in the course of construction.

The Contractor shall erect and maintain, as required by existing conditions and
performance of the Contract, all necessary safeguards for safety and protection, including
posting of danger signs, installing project fencing, and other warnings against hazards.
When the use of explosives are necessary for execution of the Work and such use is
approved by the Owner, the Contractor shall conform to the procedures specified.
The Contractor shall not load or permit any part of the construction or site to be loaded so
as to endanger its safety.
8.5.5

Hazardous Material: The Contractor and all its Subcontractors and their agents and
employees and other persons performing portions of the Work under a contract with the
Contractor shall have no responsibility for the discovery, presence, handling, removal or
disposal of, or exposure of persons to hazardous materials in any form at the Project site,
including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or
other toxic material.
If the Contractor encounters or suspects hazardous or toxic material, the Contractor shall
advise the Owner immediately.
The Work in the affected area shall not be resumed by the Contractor until the hazardous
material has been removed or rendered harmless by the Owner.

8.5.6

Property Damage Repair: The Contractor shall promptly remedy any damage and loss
(other than damage or loss insured under property insurance required by the Contract
Documents) to property referred to in Subparagraphs 8.5.4.2 and 8.5.4.3 caused in whole
or in part by the Contractor, a Subcontractor, their agents and employees or any other
persons performing portions of the Work under a contract with the Contractor.

8.6 MATERIALS AND WORKMANSHIP

The Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and
machinery, water, heat, utilities, transportation and other facilities and services necessary for proper
execution and completion of the Work, whether temporary or permanent and whether or not incorporated
or to be incorporated in the Work.
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All Work shall be executed in accordance with the Contract Documents, complete in all parts and in
accordance with approved practices and customs, the finish specified and of the best workmanship.
Unless otherwise specified, all materials and equipment incorporated in the Work under the Contract shall
be new.
The Contractor shall provide, without extra charge, all incidental items required as a part of the Work,
even though not particularly specified nor indicated and, if the Contractor has good reason for objecting to
the use of a material, appliance, or method of construction as shown or specified, the Contractor shall
register its objections to the Professional, in writing, sending a copy to the Owner; otherwise, the
Contractor shall proceed with the Work, with the understanding that a satisfactory job is required.
8.6.1

Use of Site: The Contractor shall confine operations at the site to areas indicated in the
Contract Documents and shall not unreasonably encumber the site with materials or
equipment.
Subject to prior approval of the Owner, the Contractor may use spaces within the building
for shops and the storage of materials and equipment. Every space so used shall be
repaired, patched, cleaned and restored to new condition by the Contractor.

8.6.2

Cutting and Patching: The Contractor shall be responsible for cutting, fitting or patching
required to complete the Work or to make its parts fit together properly.
The Contractor shall not damage or endanger a portion of the Work or fully or partially
completed construction of the Owner or Separate Contractors by cutting, patching or
otherwise altering such construction, or by excavation. The Contractor shall not cut or
otherwise alter such construction by the Owner or a Separate Contractor except with
consent of the Owner and of such Separate Contractor; such consent shall not be
unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or
a Separate Contractor the Contractor's consent to cutting or otherwise altering the Work.
The Contractor or a Subcontractor or Sub-subcontractor requiring the cutting of openings in,
or relocation of, Work installed by others shall have such openings cut and patched and
relocations made by the trade skilled in performing the particular Work; and such cutting,
patching and relocation shall be at the expense of the Contractor, Subcontractor, or Subsubcontractor requiring the opening or relocation.

8.7 TESTS AND INSPECTIONS

Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws,
ordinances, rules, regulations or orders of authorities having jurisdiction shall be made at an appropriate
time. The Contractor shall schedule and coordinate such tests, inspections and approvals with the
independent testing laboratory. The Owner or Owners agent will retain the testing services unless
indicated otherwise by the contract documents. The Contractor shall give the Professional timely notice of
when and where tests and inspections are to be made so the Professional may observe such procedures.
In addition, the Owner or the Professional may require special inspection, testing or approval of material or
Work for compliance with the requirements of the Contract Documents. Upon direction of the Owner and
Professional, the Contractor shall promptly arrange for such special testing, inspection or approval
procedure. Should the material or Work fail to comply with the requirements of the Contract Documents,
the Contractor shall bear all costs of the testing, inspection or approval as well as the cost of replacement
of unsatisfactory material or Work as provided by Paragraph 8.8; otherwise, the Owner shall bear such
costs and an appropriate Change Order shall be issued.
8.8 UNCOVERING, REJECTION AND CORRECTION OF WORK
8.8.1

Uncovering of Work: If any portion of the Work is covered contrary to the Professional's or
the Owner's request or to the requirements of the Contract Documents, it must, if requested
by the Professional or Owner, be uncovered for observation by the Professional or Owner.
All costs of uncovering, recovering and replacing of Work not installed in accordance with
the Contract Documents shall be borne by the Contractor and with no change in Contract
Time.
Any other portion of the Work requested to be uncovered by the Professional or the Owner

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and found not to be in accordance with the Contract Documents shall be replaced by the
Contractor. The Contractor shall bear all the costs of uncovering and replacing of such
Work. If the portion of Work uncovered is found to be in accordance with the Contract
Documents, the costs of uncovering and recovering shall be paid by the Owner by
appropriate Change Order.
8.8.2

Rejection and Correction of Work: Any Work rejected by the Professional or the Owner or
found not to be in accordance with the Contract Documents shall be corrected promptly by
the Contractor at its cost and with no change in Contract Time.
The Contractor shall bear the cost of correcting destroyed or damaged construction,
whether completed or partially completed, of the Owner or Separate Contractors caused by
the Contractor's correction or removal of Work which is not in accordance with the
requirements of the Contract Documents.
If the Contractor fails to correct rejected or nonconforming Work, the Owner may correct it
in accordance with Paragraph 8.9.

8.8.3

Acceptance of Nonconforming Work: If the Owner prefers to accept Work found not to be
in accordance with the Contract Documents, the Owner may do so, in which case the
Contract Sum will be reduced downward appropriately as determined by the Owner.

8.9 OWNER'S RIGHT TO STOP AND/OR CARRY OUT THE WORK

8.9.1

Owner's Right to Stop the Work: If the Contractor fails to correct rejected or nonconforming
Work as required in Subparagraph 8.8.2 or fails to carry out Work in accordance with the
Contract Documents the Owner may, in writing, order the Contractor to stop the Work, or
any portion thereof until the proper corrective action has been implemented.

8.9.2

Owner's Right to Carry Out the Work: If the Contractor fails or neglects to carry out the
Work in accordance with the Contract Documents, or ceases Work for a period of seven (7)
consecutive days, the Owner may, without prejudice to other remedies the Owner may
have, perform or cause to be performed the Work.
In such case an appropriate Change Order shall be issued deducting from payments then
or thereafter due the Contractor the cost of performing Work pursuant to this subsection. If
payments then or thereafter due the Contractor are not sufficient to cover such amounts,
the Contractor shall pay the difference to the Owner.

8.10 CLEANUP
The Contractor shall keep the premises clean at all times of dirt, rubbish and debris resulting from the
Work, and shall remove rubbish and debris in metal containers at the end of each working day. The
Contractor shall remove rubbish and cartons resulting from the installation of fixtures and equipment.
Prior to substantial completion of the Work, the Contractor shall do the final cleaning and polishing of the
surfaces of the Contractor's installations as may be required by the various Specifications sections. The
Contractor, in addition, shall employ a professional cleaning organization to remove all paint and stains
from glass, and to wash all glass, throughout the Work, to clean and polish the finished surface of all
fixtures, equipment and accessories and to vacuum clean all floors.
If the Contractor fails to clean up as outlined above, the Owner may do so and the cost thereof shall be
charged to the Contractor.

8.11 CONSTRUCTION WASTE MANAGEMENT

The contractor is required to recycle and/or salvage 75% of construction, demolition, and land clearing
waste. A waste management plan is to be developed for the project which outlines how you will achieve
the required recycling rate, including materials to be recycled or salvaged, materials handling
requirements, and how you will communicate the plan to your crews and subcontractors. The waste
management plan is to be approved by the OPP Project Leader and submitted with the initial pay
application.
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At the end of the project, prior to final payment, the contractor is required to submit a calculation
documenting that the project achieved a 75% diversion rate. Final payment will be held until this
documentation is received. The documentation should include a tabulation of the total waste material,
quantities diverted and the means by which diverted. A signature declaring that the requirements have
been met must be included.
If the 75% diversion requirement is not met it will be documented on the contractor evaluation and this
failure to meet the requirement is grounds for removal from the prequalification list.
If this project is attempting to achieve LEED certification, the LEED process to achieve the Construction
Waste Management credit(s) supersedes this section.
ARTICLE 9 - CHANGES IN THE WORK
9.1 CHANGES
Except as provided in this article, no order, oral statement or direction of the Professional or the Owner
shall be treated as a Change Order or entitle the Contractor to an adjustment to the Contract Sum and/or
the Contract Time.
The Owner, without invalidating the Contract, may order changes in the Work within the general scope of
the Contract consisting of additions, deletions or other revisions, the Contract Sum and the Contract Time
being adjusted accordingly. All such changes in the Work shall be authorized by Change Order and shall
be performed under the applicable conditions of the Contract Documents. If such changes cause an
increase or decrease in the Contractor's cost of, and/or time required for, performance of the Contract, an
equitable adjustment shall be made and confirmed in writing in a Change Order.
9.2 CHANGE ORDERS
A Change Order is a written order to the Contractor, signed by the Owner and issued after execution of
the Contract, authorizing a change in the Work and/or an adjustment in the Contract Sum and/or the
Contract Time. The Contract Sum and the Contract Time may be changed only by Change Order. A
Change Order signed by the Contractor indicates the Contractor's agreement therewith, including the
adjustment in the Contract Sum and/or the Contract Time.
It is recognized by the parties hereto and agreed by them that the Specifications and Drawings may or
may not be complete or free from errors, omissions and imperfections or require changes or additions in
order for the Work to be completed in accordance with the Contract Documents and to the satisfaction of
Owner and that, accordingly, it is the express intention of the parties, notwithstanding any other provisions
in this Contract, that any errors, omissions or imperfections in such Specifications and Drawings or any
changes in or additions to same or to the Work ordered by Owner and any resulting delays in the Work or
increases in Contractor's costs and expenses, shall not constitute or give rise to any claim, demand or
cause of action of any nature whatsoever in favor of Contractor, whether for breach of contract, quantum
merit, or otherwise; provided, however, that Owner shall be liable to Contractor for the sum stated to be
due Contractor in any Change Order approved and signed by both parties, it being agreed hereby that
such sum, together with any extension of time contained in said Change Order, shall constitute full
compensation to Contractor for all costs, expenses and damages to Contractor, whether direct,
consequential or otherwise in any ways incident to, arising out of, or resulting directly or indirectly from the
Work performed by Contractor under such Change Order.
9.3 CHANGE ORDER CONTRACT SUM ADJUSTMENTS
Adjustments in the contract price for Work covered by a Change Order shall be computed on the basis of
one or more of the following procedures. The Contractor shall have a maximum time of fourteen (14)
calendar days to submit change order pricing, unless otherwise directed by the Owner.
9.3.1

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Unit Prices: Unit prices as stated in the Contract Documents or subsequently mutually
agreed upon by the Owner and the Contractor for the increase or reduction in the Work or
portion thereof.

GC, Page 26 of 36

Unit prices shall be inclusive of all costs and shall be applied to units of measure as defined
in the Contract Documents for each category of Work.
9.3.2

Lump Sum: A lump sum agreed upon by the Owner and Contractor based on an estimated
cost of the increase or reduction in the Work properly itemized and supported by sufficient
substantiating data to permit evaluation.

9.3.3

Actual Cost: The actual cost of the Work as determined from job records after the
completion of the extra Work. For Work done under this paragraph, the Contractor shall
maintain and submit to the Owner for review and approval as directed by the Owner,
accurate accounts of all costs and supporting data. There shall be a lump sum cost-not-toexceed agreed upon by the Owner and Contractor before this provision is used.

9.3.4

Net Cost of Increase or Reduction in the Work: The net cost of the estimated or actual cost
of the Work shall be the actual or prorated cost of:

9.3.5

9.3.4.1

Labor at the prevailing rate of wages and fringe benefits.

9.3.4.2

Materials entering permanently into the Work, including delivery to the site.

9.3.4.3

The ownership or rental cost of construction equipment at actual cost,

prorated for the time necessary for the Work.

9.3.4.4

Power and consumable supplies for the operation of power equipment at

actual cost, prorated for the time necessary for the Work.

9.3.4.5

Insurances and bonds only when supported by paid invoice.

9.3.4.6

When a change in the Work includes a category or categories of Work both

added to and deleted from the Contract, the total quantities of added Work
and of deleted Work shall be determined separately for each category and
the appropriate Unit Price or net cost of the Work shall be the difference
between the two total quantities.

Gross Cost of Increase or Reduction in the Work: The gross cost to the Owner for the
estimated or the actual cost of the Work performed by the Contractor or Subcontractor shall
include the net cost of the Work to the Contractor or Subcontractor plus an allowance for
overhead and profit. The Contractor or Subcontractor actually performing the Work will be
allowed a maximum markup for overhead and profit of 15% on labor only and 10% on
material and equipment (not including sales tax). Markup on sales tax is not permitted.
In addition to the markups allowed for labor, material, and equipment for the Contractor or
Subcontractor actually performing the Work, the Owner will pay a maximum aggregate
markup of 10% for Subcontractor management on the actual cost of the Work performed
regardless of tier. No other costs or markups will be permitted by any other tiered
Contractor or Subcontractor.

9.3.6

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If no mutual agreement can be reached between the Owner and the Contractor as to the
method to complete the Work covered by a Change Order, the change in the Contract
Price, if any, shall then be determined on the basis of the reasonable expenditures or
savings of those performing, deleting, or revising the Work attributable to the change. In
such case, the Contractor shall present, in such form and with such contents and details as
the Owner requires, an itemized accounting of such expenditures or savings, plus
appropriate supporting data for inclusion in a Change Order. Reasonable expenditures or
savings shall be limited to the following: reasonable costs of materials, supplies, or
equipment, including delivery costs; reasonable costs of labor and fringe benefits required
by agreement or custom; reasonable rental or Owner costs of machinery and equipment
exclusive of hand tools whether rented from the Contractor or others; actual costs of
premiums for all bonds and insurance only when supported by paid invoice specific to
change, permit fees, and sales, use, or other taxes related to the Work. In no event shall
any expenditure or savings associated with the Contractor's home office or other non-job
site overhead expense be included in any change in the Contract Price. Allowance for
overhead and profit shall be determined in accordance with Subparagraph 9.3.5.
GC, Page 27 of 36

9.3.7 If a Change Order submission is rejected and the work is considered part of the Contract Price by
the Professional and Owner, work shall be considered a claim to the Contract. Pending final resolution of
a Claim, unless otherwise agreed in writing, the Contractor shall proceed diligently with performance of the
Contract. If the Contractor refuses to complete the work the Owner may proceed in accordance with
Subparagraph 8.9.2.
9.3.8 Mark-up for overhead and profit on bond premium increases due to Change Orders is not allowed.
9.4 CHANGE ORDER CONTRACT TIME ADJUSTMENTS
Adjustments in the time required for performance of the Contract for Work covered by a Change Order
shall be as agreed upon by the Owner and the Contractor as part of the Change Order. If the parties are
unable to agree on the time extension or reduction, the Professional shall make a determination of the
time extension or reduction to be allowed for a change.
9.5 MINOR CHANGES IN THE WORK
The Professional, with the Owner's approval, will have authority to order minor changes in the Work not
involving an adjustment in the Contract Sum or an extension of the Contract Time. Such changes will be
effected by written order which the Contractor shall carry out promptly.
9.6 NOTICE TO SURETY: CONSENT
The Contractor shall notify and obtain the consent and approval of the Contractor's surety with reference
to all Change Orders if such notice, consent or approval are required by the Contractor's surety or by law.
The Contractor's execution of the Change Order shall constitute the Contractor's warranty to the Owner
that the surety has been notified of and consents to such Change Order, and the surety shall be
conclusively deemed to have been notified of such Change Order and to have expressly consented
thereto.
9.7 EFFECT OF EXECUTED CHANGE ORDER
The execution of a Change Order by the Contractor shall constitute conclusive evidence of the
Contractor's agreement to the ordered changes in the Work, this Contract as thus amended, the Contract
Price and the Contract Time. The Contractor, by executing the Change Order, waives and forever
releases any claim against the Owner for additional time or compensation for matters relating to or arising
out of or resulting from the Work included within or affected by the executed Change Order.

ARTICLE 10 - CONTRACT COMPLETION TIME

10.1 NOTICE TO PROCEED
The Contract Time will begin on the date designated in the Notice to Proceed issued by the Owner and the
Contractor is required to complete the Work in the time stated therein and in the Agreement.
10.2 PROGRESS AND COMPLETION
Time limits stated in the Contract Documents are of the essence of the Contract. By executing the
Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the
Work.
The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion
within the Contract Time.
10.3 DELAYS AND EXTENSIONS OF TIME
If the Contractor is delayed at any time in progress of the Work by an act or neglect of the Owner or
Professional, or of an employee of either, or of a separate Contractor employed by the Owner, or by
changes ordered in the Work, or by labor disputes, fire, unavoidable casualties or other causes beyond
the Contractor's control, or by delay authorized by the Owner, or by other causes which the Professional
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determines may justify delay, then the Contract Time shall be extended by Change Order for such
reasonable time as the Professional may determine with the Owner's approval.
Claims relating to time shall be made in accordance with applicable provisions of Subparagraph 7.5.
This Paragraph 10.3 does not preclude recovery of damages for delay by the Owner under other
provisions of the Contract Documents.
Apart from extension of time, no payment or claim for damages shall be made to the Contractor as
compensation for damages for any ordinary delays or hindrances from any cause whatsoever in the
progress of the Work, notwithstanding whether such delay be avoidable or unavoidable.
10.4 COMPLETION AND LIQUIDATION DAMAGES
The Contractor shall substantially complete all of the Work included in the Contract Documents ready for
the Owner's use and occupancy, in the Contract Time noted in the Contractor's Form of Proposal and the
Agreement subject to extensions of Contract Time as provided in Paragraph 10.3 above. Pursuant to the
provisions of Paragraph 10.4, for each calendar day's delay in said completion, the Contractor shall pay to
the Owner as liquidated damages, and not as a penalty, the sum in the amount noted in the Project
Manual and the Agreement. The Contractor and its surety shall be liable for the amount thereof.
Any delay attributable to lack of coordination or cooperation by or between the Contractor and its
Subcontractor(s) will not be recognized by the Owner as the basis for any claim for increase in the
Contract Sum or Contract Time.
10.5 SUBSTANTIAL COMPLETION
When the Contractor considers that the Work, or a portion thereof which the Owner wishes or agrees to
accept separately, is substantially complete in accordance with Paragraph 1.15, the Contractor shall
prepare for submission to the Professional and the Owner a list of items to be completed or corrected.
The failure to include any items on such list does not alter the responsibility of the Contractor to complete
all Work in accordance with the Contract Documents. When the Professional and the Owner, on the
basis of an inspection, determine that the Work is substantially complete, the Professional or Owner will
then prepare a Substantial Completion Inspection Report which shall establish the Date of Substantial
Completion; shall state the responsibilities of the Owner and the Contractor for maintenance, heat, utilities,
operation of permanent equipment, warranty and insurance; and shall fix the time within which the
Contractor shall complete the items listed therein. The Substantial Completion Inspection Report shall be
submitted to the Contractor as their notification of the responsibilities assigned to each of them.
The Contractor shall be charged with any cost for reinspection resulting from substantial differences
between the Contractor's list of items to be completed or corrected and the list of items resulting from the
Professional and Owner's inspection.
10.6 PARTIAL OCCUPANCY
The Owner may take occupancy or make use of any substantially completed portion of the Work at any
stage.
The procedures for the preparation of a list of items to be completed or corrected, Partial Occupancy
Inspection and Inspection Reports are to be followed as outlined in Paragraph 10.5 above.
The Contractor agrees that the Owner may place and install as much material, equipment and furnishings
as is possible during construction without interfering with orderly progress of the Work and prior to use
and occupancy of the various parts of the Work, and further agrees that such placing and installation shall
not evidence completion of the Work or signify the Owner's acceptance of the Work or any part thereof.
Partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not
complying with the requirements of the Contract Documents.
ARTICLE 11 - PAYMENTS AND COMPLETION
11.1 SCHEDULE OF VALUES
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Upon execution of the Agreement between the Owner and the Contractor, the Contractor shall submit to
the Professional for approval, a breakdown of the Contract price itemizing material and labor for the
various classifications of the Work. The breakdown will be used as the basis for the progress payments of
the Contract.
The schedule shall be tabulated into subcontracts and trades, for each of which the Quantity, Labor,
Material, Other Cost and resulting final Cost per Unit shall be indicated. Labor, Material, Other Cost, Cost
per Unit and Quantity generally include but are not necessarily limited to the following:
11.1.1

Quantity: Total number of items for each portion or Unit of Work as determined from the
Contract Documents.

11.1.2

Labor: On-site labor required for the handling and installation of material from point of
delivery at site.

11.1.3

Material: Cost of material as delivered to site for installation and erection.

11.1.4

Other Costs: Rental equipment, depreciation, site office, administration, overhead and
profit, testing, survey and layout, samples and other costs not included in Labor and
Material.

11.1.5

Cost per Unit: Total of Labor, Material and Other Cost for each portion or Unit of Work
derived from the total Quantity of same.

The Contractor's monthly application for payment shall reflect the same items as outlined above. Unit
costs shall be realistic for their part of the Work.
11.2 APPLICATIONS FOR PAYMENT
Except as otherwise agreed in writing by the parties, and except for any amounts withheld or disallowed
due to deficiencies or errors in documentation as defined in Paragraph 11.5 below, payment of progress
and final payment applications shall be due from the Owner forty-five (45) days after the end of a billing
period or forty-five (45) days after delivery of the Application for Payment, whichever is later.
Within ten (10) calendar days of the effective date hereof, the Contractor shall submit to the Owner and to
the Professional a Schedule of Values allocating the Contract Price to the various portions of the Work.
The Contractor's Schedule of Values shall be prepared in such form, with such detail, and supported by
such data as the Professional or the Owner may require to substantiate its accuracy. The Contractor shall
not imbalance its Schedule of Values nor artificially inflate any element thereof. The violation of this
provision by the Contractor shall constitute a material breach of this Contract. The Schedule of Values
shall be used only as a basis for the Contractor's Applications for Payment and shall only constitute such
basis after it has been acknowledged in writing by the Professional and the Owner.
Ten (10) days before the date established for each progress payment submittal to the Owner, the
Contractor shall submit to the Professional an itemized Application Certificate of Payment for construction
activities completed in accordance with the approved Schedule of Values and which shall reflect the
appropriate retainage as outlined.
Such application shall be supported by such data substantiating the Contractor's right to payment as the
Owner may require, including weekly payroll certification (Commonwealth of Pennsylvania Department of
Labor and Industry form LIPW-128) if applicable.
Such applications may include requests for payment on account of changes in the Work which have been
properly authorized by Change Order and fully executed.
Such applications shall not include requests for payment of amounts the Contractor does not intend to pay
to a Subcontractor or material supplier because of a dispute or other reason.
The Contractor warrants that title to all Work covered by an Application Certificate of Payment will pass to
the Owner at the time of payment. The Contractor further warrants that upon submittal of an Application
Certificate of Payment all Work for which Certificates of Payment have been previously issued and
payments received from the Owner shall be free and clear of liens, Claims, security interests or
encumbrances in favor of the Contractor, Subcontractors, material suppliers, or other persons or entities
making a Claim by reason of having provided labor, materials and equipment relating to the Work.
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This provision shall not be construed as relieving the Contractor from the sole responsibility for the care
and protection of materials and Work upon which payments have been made or the restoration of any
damaged Work, or as a waiver of the right of the Owner to require the fulfillment of all of the terms of the
Contract.
Payments to the Contractor shall not be construed to release the Contractor or its surety from any
obligations under this Contract.
A Certificate of Payment, a progress payment, or partial or entire use or occupancy of the Project by the
Owner shall not constitute acceptance of Work not in accordance with the Contract Documents.
11.3 PAYMENTS FOR STORED MATERIAL
Payments on account of materials or equipment not incorporated in the Work but delivered and suitably
stored at the site, or at some other location agreed upon in writing, will be made by the Owner subject to
the following conditions:
11.3.1

Such materials or equipment shall have been fabricated or assembled specifically for the
Project and delivered to storage no earlier than needed for the orderly progress of the Work
as demonstrated by the Progress Schedule.

11.3.2

Title to such materials or equipment shall pass to the Owner pursuant to the Contractor's bill
of sale which shall contain a guarantee of replacement thereof in the event of damage
thereto or disappearance thereof due to any cause. Payment by the University for stored
material will be made only upon receipt of the Contractor's paid-in-full invoice from the
manufacturer or supplier.

11.3.3

In the case of off-site storage, the Contractor shall also provide consent of Surety to such
payment and insurance of such materials or equipment against the perils set forth in
Paragraph 3.3, both while in storage and during transportation to the site.

11.3.4

Raw materials or other materials or equipment readily duplicated or usable on other projects
will be paid for only after the materials are incorporated into the Project.

11.3.5

Any other documentation as requested by the Owner.

11.4 CERTIFICATES OF PAYMENT

Based on observations of the Work, the Professional, will either recommend, within seven (7) days
(except as otherwise provided in Paragraph 11.5.8 below) after receipt from the Contractor, approval of
payment on the Application Certificate of Payment or notify the Contractor and Owner in writing of the
Professional's reason(s) for withholding its recommendation in whole or in part as provided in Paragraph
11.5 below.
The Professional shall mark the Certificate of Payment so as to indicate the disapproval of those items for
which payment is to be withheld or disallowed and to indicate the corrected values, and shall forward the
Certificate of Payment to the Owner for further processing, except that, should the Professional
disapprove payment of the entire progress payment, the disapproved Certificate of Payment will be
returned to the Contractor, with notification of said return provided to the Owner by the Professional.
Approval of the Certificate of Payment shall constitute a representation by the Professional to the Owner
that the Work has progressed to the point indicated on the Application, and that to the best of the
Professional's knowledge, information and belief, the quality of the Work is in accordance with the
Contract Documents.
The foregoing representations are subject to an evaluation of the Work for conformance with the Contract
Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor
deviations from the Contract Documents correctable prior to completion and to specific qualifications
expressed by the Professional. The issuance of a Certificate of Payment will further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the issuance of
a Certificate of Payment will not be a representation that the Professional has (1) made exhaustive or
continuous on-site inspections to check the quality and quantity of the Work, (2) reviewed construction
means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from
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Subcontractors and material suppliers and other data requested by the Owner to substantiate the
Contractor's right to payment or (4) made examination to ascertain how or for what purpose the Contractor
has used money previously paid on account of the Contract Sum. Upon Substantial Completion of the
Work and upon written request of the Contractor, certification by the Professional and approval of the
Owner, retainage for the uncompleted portion of the Work may be reduced to a percentage mutually
agreed upon by all parties.
11.5 WITHHOLDING OF PAYMENT
The Professional or the Owner may decline to make payment, may withhold funds, and if necessary,
demand the return of some or all of the amounts previously paid to the Contractor or nullify that part of any
Application Certificate of Payment to such extent as may be necessary to protect the Owner from loss
because of any of the following:
11.5.1

Defective Work not yet remedied by the Contractor or defective work, in the opinion of the
Owner, not likely to be remedied by the Contractor.

11.5.2

Third party claims filed or reasonable evidence indicating probable filing of such claims.

11.5.3

Failure of the Contractor to make payments promptly and properly to Subcontractors or

others.

11.5.4

Any evidence that the Work cannot be completed for the unpaid balance of the Contract
Sum.

11.5.5

Damage to the Owner, another Contractor, or any third party.

11.5.6

Any evidence that the Work will not be completed within the Contract Time, and that the
unpaid balance would not be adequate to cover actual or liquidated damages for the
anticipated delay.

11.5.7

Failure to carry out the Work in accordance with the Contract Documents.

11.5.8

Errors in Documentation: If a Certificate of Payment is filled out incorrectly or incompletely,

or if there is any other defect or impropriety in a Certificate of Payment, the Professional or
Owner shall give written notice to the Contractor within ten (10) working days after receipt of
the Certificate, and the Owner shall make payment for the correct amount to the Contractor
provided the Certificate of Payment is approved by the Professional in accordance with this
Agreement.

11.5.9

Lack of required submissions as outlined in the General Conditions of the Contract.

If the Contractor and Professional cannot agree on a revised amount, the Professional will promptly issue
a Certificate of Payment for the amount which the Professional is able to recommend to the Owner.
When the above reason(s) for withholding recommendation or nullifying any part of a Certificate of
Payment are removed, recommendation and payment will be made for amounts previously withheld.
11.6 PAYMENTS TO SUBCONTRACTORS
Upon receipt of payment from the Owner, the Contractor shall promptly pay each Subcontractor, out of the
amount paid to the Contractor the amount to which said Subcontractor is entitled, reflecting percentages
actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work.
The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to
make payments to Sub-subcontractors in similar manner.
The Professional or Owner will, on request, furnish to a Subcontractor, if practicable, information
regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by
the Professional and Owner on account of portions of the Work done by such Subcontractor.
Neither the Owner nor Professional shall have an obligation to pay or to see to the payment of money to a
Subcontractor.

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Payment to material suppliers by the Contractor shall be treated in a manner similar to that provided
above.
11.7 FAILURE OF PAYMENT
If the Professional does not recommend approval of payment, through no fault of the Contractor, within
fourteen (14) days after receipt of the Contractor's Application of Payment, or if the Owner does not pay
the Contractor within a reasonable time the amount certified by the Professional, then the Contractor may,
upon seven (7) additional days' written notice to the Owner and Professional, stop the Work until payment
of the amount owing has been received. The Contract Time shall be extended appropriately and the
Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown, delay
and start-up, which shall be accomplished as provided in Article 9.
11.8 FINAL COMPLETION AND FINAL PAYMENT
11.8.1

Notification: When the Work is completed, the Contractor shall notify the Professional and
Owner in writing that the Work will be ready for final inspection on a definite date. Upon
verification by the Professional that the Work is ready for final inspection and acceptance,
the Professional and Owner will make a final inspection and, when the Work is found
acceptable under the Contract Documents and the Contract is fully performed, the Owner
will make final payment to the Contractor.

11.8.2

Final Payment Documentation: The final payment for the remaining retained percentage
shall not become due until the Contractor submits to the Professional for transmittal to the
Owner (1) an affidavit that all payrolls, bills for materials and equipment, and other
indebtedness connected with the Work for which the Owner or the Owner's property might
in any way be responsible, have been paid or will be paid or otherwise satisfied within thirty
(30) days after receipt of final payment from the Owner, (2) consent of surety to final
payment, (3) Certificate of Completion and Release of Liens, (4) MBE/WBE participation
data, (5) OSHA recordable accident data, (6) construction waste management
documentation, and (7) all maintenance manuals, as-built drawings and warranty
certificates that may be required. If any third party fails or refuses to provide a release of
claim or waiver of lien as required by Owner, the Contractor shall furnish a bond satisfactory
to the Owner to indemnify the Owner from liability.

11.8.3

Final Payment: Acceptance of final payment by the Contractor shall constitute a waiver of
all claims by the Contractor except those specifically enumerated in writing previously and
identified in writing as unsettled at the time of final payment.
The making of final payment shall constitute a waiver of Claims by the Owner except those
arising from any of the following:
11.8.3.A

Liens, Claims, security interests or encumbrances arising out of the Contract

and unsettled.

11.8.3.B

Failure of the Work to comply with the requirements of the Contract

Documents.

11.8.3.C

Terms of special warranties required by the Contract Documents.

ARTICLE 12 - CONTRACT WARRANTY PERIOD

12.1 WARRANTY
Except as otherwise specified, the Contractor warrants and guarantees all Work against defects in
materials, equipment and/or workmanship for a period of one (1) year from the date of Substantial
Completion of the entire Project or Partial Occupancy of any portion thereof and for that period of time
noted in any special or extended warranty.
This period of one (1) year shall be extended with respect to portions of the Work first performed after
Substantial Completion by the period of time between Substantial Completion and the actual performance
of the Work.

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If building commissioning work is not complete at the time of substantial completion, the warranty period
for all related building systems may be extended by the Owner. Documentation by the Owner shall be
submitted at the time of substantial completion indicating the building systems not yet properly
commissioned. Once the building systems have been completed to the satisfaction of the Owner, a letter
will be issued by the Owner indicating the listing of building systems and equipment with the revised
warranty period. The Contractor's warranty excludes remedy for damage or defect caused by abuse,
modifications not executed by the Contractor, improper or insufficient maintenance, improper operation or
normal wear and tear under normal usage.
This warranty and guarantee is not the exclusive remedy of the Owner but is in addition to the general
obligation of the Contractor to faithfully perform the Contract, and it in no way limits the responsibility of the
Contractor for faulty materials or workmanship.
12.2 CORRECTION OF DEFECTS
Upon receipt of written or verbal notice from the Owner or Professional of the discovery of any defects in
materials, equipment and/or workmanship, the Contractor shall remedy the defects and replace any
property damaged therefrom occurring within the warranty and guarantee period. Any defects discovered
in materials, equipment and/or workmanship which are included in any manufacturer's written warranty
certificate shall be remedied in accordance with the manufacturer's recommendations and procedures.
If any of the Work is found to be not in accordance with the requirements of the Contract Documents,
including substitutions not properly approved and authorized, such Work will be considered defective and
shall be corrected promptly by the Contractor after receipt of notice from the Owner or Professional.
If the Contractor, after notice, fails to proceed promptly and remedy such defects within thirty (30) days or
within another period of time which has been agreed to in writing, in compliance with the terms of the
warranty and guarantee, the Owner may have the defects corrected and the Contractor and its surety shall
be liable for all expenses incurred.
12.3 ONE-YEAR INSPECTION
Prior to the expiration of the one (1) year guarantee period against defective materials, equipment and/or
workmanship, the Professional and Owner shall conduct an inspection to determine any other defects in
material, equipment and/or workmanship not previously noticed and corrected as outlined in Paragraph
12.2 above.
Should any additional defects be discovered, the Contractor, upon receipt of written notice from the
Professional or Owner, shall promptly remedy the defects and replace any property damaged therefrom.
If the Contractor, after notice, fails to proceed promptly and remedy such defects within thirty (30) days or
within another period of time which has been agreed to in writing, in compliance with the terms of the
warranty and guarantee, the Owner may have the defects corrected and the Contractor and its surety shall
be liable for all expenses incurred.
ARTICLE 13 - EQUAL EMPLOYMENT OPPORTUNITY
13.1 NON-DISCRIMINATION CLAUSE
During the term of this Contract, Contractor agrees as follows:
13.1.1

Contractor shall not discriminate against any applicant for employment or any independent
Contractor or any other person because of race, color, religious creed, ancestry, national
origin, age, or sex. Contractor shall not discriminate against any employee or independent
Contractor or other person because of race, color, religious creed, ancestry, national origin,
age, or sex.
Contractor shall take affirmative action to ensure that applicants are employed, and that
employees or agents are treated during employment, without regard to their race, color,
religious creed, ancestry, national origin, age, or sex. Such affirmative action shall include,
but is not limited to, the following: Employment upgrading, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training.

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Contractor shall post in conspicuous places, available to employees, agents, applicants for
employment and other persons, notices to be provided by the contracting agency setting
forth the provisions of this non-discrimination clause.
13.1.2

Contractor shall in solicitations or advertisements placed by it or on its behalf state all

qualified applicants will receive consideration for employment without regard to race, color,
religious creed, ancestry, national origin, age, or sex.

13.1.3

Contractor shall send each labor union or workers' representative with which it has a
collective bargaining agreement or other contract or understanding, a notice advising said
labor union or workers' representative of its commitment to this non-discrimination clause
and shall post copies of the notice in conspicuous places available to employees and
applicants for employment. Similar notices shall be sent to every other source of
recruitment utilized by Contractor.
It shall be no defense to a finding of a non-compliance with Executive Order 1972-1 or any
regulations issued by the Pennsylvania Human Relations Commission or this nondiscrimination clause that recipient had delegated some of its employment practices to any
union, training program or other source of recruitment which prevents it from meeting its
obligations.

13.1.4

13.1.5

Where the practices of a union or any training program or other source of recruitment will
result in the exclusion of minority group persons, so that Contractor will be unable to meet
its obligations under Executive Order 1972-1 or any regulations issued by the Pennsylvania
Human Relations Commission or this non-discrimination clause, the Contractor shall then
employ and fill vacancies through other employment procedures without regard to race,
color, religious creed, ancestry, national origin, sex, or age, taking affirmative action to
obtain qualified minority group persons.

13.1.6

Contractor shall comply with all rules, regulations and orders issued by the Governor, the
Attorney General, and the Human Relations Commission relating to laws, prohibiting
discrimination in hiring or employment opportunities. In the event of Contractor's noncompliance with the non-discrimination clause of this Contract or with any such rules,
regulations or orders, this Contract may be cancelled, terminated or suspended in whole or
in part, and recipient may be declared ineligible for further Commonwealth contracts, and
such other sanctions may be imposed and remedies invoked as provided by rule, regulation
or order of the Governor, Attorney General, or the Human Relations Commission, or as
otherwise provided by law.

13.1.7

Contractor shall furnish all information and reports required by the Governor, Attorney
General, and the Human Relations Commission and will permit access to its books, records
and accounts by the contracting agency and the Human Relations Commission, for
purposes of investigation to ascertain compliance with provisions of Executive Order 1972-1
or any regulations issued by the Pennsylvania Human Relations Commission or this nondiscrimination clause.

13.1.8

Contractor shall actively recruit minority Subcontractors or Subcontractors with substantial

minority representation among their employees.

13.1.9

Contractor shall include the provisions of Paragraphs 13.1.1 through 13.1.10 in every
Subcontract or Purchase Order, so that such provisions will be binding upon each
Subcontractor or vendor or other person.

13.1.10

The terms used in this non-discrimination clause shall have the same meaning as in the
Contract Compliance Regulations issued by the Pennsylvania Human Relations
Commission, 16 Pa. Code Ch. 49.

ARTICLE 14 - MISCELLANEOUS PROVISIONS

14.1 RIGHTS AND REMEDIES
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.
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No actions or failure to act by the Owner, Professional or Contractor shall constitute a waiver of a right or
duty afforded them under the Contract, 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.
14.2 INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall appear for and defend, indemnify, and hold
harmless the Owner, Professional, Professional's consultants, and agents and employees of any of them
from and against claims, damages, losses, and expenses, including but not limited to attorneys' fees,
arising out of or resulting from performance of the Work, of whatsoever nature caused in whole or in part
by the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose
acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in
part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or
reduce other rights or obligations of indemnity which would otherwise exist as to a party or person
described in this Paragraph 14.2.
In claims against any person or entity indemnified under this Paragraph 14.2 by an employee of the
Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they
may be liable, the indemnification obligation under this Paragraph 14.2 shall not be limited by a limitation
on amount or type of damages, compensation or benefits payment by or for the Contractor or a
Subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee
benefit acts.
The obligations of the Contractor under this Paragraph 14.2 shall not extend to the liability of the
Professional, the Professional's consultants, and agents and employees of any of them arising out of (1)
the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or
specifications, or (2) the giving of or the failure to give directions or instructions by the Professional, the
Professional's consultants, and agents and employees of any of them, provided such giving or failure to
give is the primary cause of the injury or damage.
The status of the Contractor in the Work to be performed by it under this Contract is that of an
Independent Contractor and as such the Contractor shall properly safeguard against any and all personal
injury including death, or damage to the public, to public and private property, materials, and things; and
as such, the Contractor alone shall be responsible for any and all damage, loss, or injury to persons or
property that may arise or be incurred in or during the conduct or progress of said Work without regard to
whether or not the Contractor, its Subcontractors, Agents, or Employees have been negligent; and the
Contractor shall keep the Owner and Professional indemnified from and discharged of and from any and
all responsibility and liability for risks and casualties of every description, as provided in the Agreement
between the Owner and the Contractor.
GENERAL CONDITIONS OF THE CONTRACT: JANUARY 2009

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