Illinois Administrative Code › Title 35 - ENVIRONMENTAL PROTECTION › Part 661 - GENERAL CONDITIONS OF GRANTS FOR THE FINANCING AND CONSTRUCTION OF PUBLIC WATER SUPPLY FACILITIES › Subpart G - REQUIREMENTS APPLICABLE TO PAYMENT OF GRANTS › Appendix A - General Conditions of Construction Contract Document

Current through Register Vol. 48, No. 28, July 12, 2024
1. Definitions
2. Additional Instructions and Detail Drawings
3. Schedules, Reports and Records
4. Drawings and Specifications
5. Shop Drawings
6. Materials, Services and Facilities
7. Inspection and Testing
8. Substitutions
9. Patents
10. Surveys, Permits, Regulations
11. Protection of Work, Property, Persons
12. Supervision by Contractor
13. Changes in Work
14. Changes in Contract Price
15. Time for Completion and Liquidated Damages
16. Correction of Work
17. Subsurface Conditions
18. Suspension of Work, Termination and Delay
19. Payments to Contractor
20. Acceptance of Final Payment as Release
21. Insurance
22. Contract Security
23. Assignments
24. Indemnification
25. Separate Contracts
26. Subcontracting
27. Engineer's Authority
28. Land and Rights-of-Way
29. Guaranty
30. Arbitration
31. Taxes
1. Definitions
1.1 Wherever used in the Contract Documents, the following
				  terms shall have the meanings indicated which shall be applicable to both the
				  singular and plural thereof:
1.2 Addenda - Written or graphic instrument issued prior to
				  the execution of the Agreement which modify or interpret the Contract
				  Documents, Drawings and Specifications, by additions, deletions, clarifications
				  or corrections.
1.3 Bid - The offer or proposal of the Bidder submitted on
				  the prescribed form setting forth the prices for the Work to be
				  performed.
1.4 Bidder - Any person, firm or corporation submitting a Bid
				  for the Work.
1.5 Bonds - Bid, Performance, and Payment Bonds and other
				  instruments of security, furnished by the Contractor and his surety in
				  accordance with the Contract Documents.
1.6 Change Order - A written order to the Contractor
				  authorizing an addition, deletion or revision in the Work within the general
				  scope of the Contract Documents, or authorizing an adjustment in the Contract
				  Price or Contract Time.
1.7 Contract Documents - The contract, including
				  Advertisement For Bids, Information For Bidders, Bid, Bid Bond, Agreement,
				  Payment Bond, Performance Bond. Notice of Award, Notice to Proceed, Change
				  Order, Drawings, Specifications, and Addenda.
1.8 Contract Price - The total monies payable to the
				  Contractor under the terms and conditions of the Contract Documents.
1.9 Contract Time - The number of calendar days stated in the
				  Contract Documents for the completion of the Work.
1.10 Contractor - The person, firm or corporation with whom
				  the Owner has executed the Agreement.
1.11 Drawings - The part of the Contract Documents which show
				  the characteristics and scope of the Work to be performed and which have been
				  prepared by or approved by the Engineer.
1.12 Engineer - The person, firm or corporation named as such
				  in the Contract Documents.
1.13 Field Order - A written order effecting a change in the
				  Work not involving an adjustment in the Contract Price or an extension of the
				  Contract Time, issued by the Engineer to the Contractor during
				  construction.
1.14 Notice of Award - The written notice of the acceptance
				  of the Bid from the owner to the successful Bidder.
1.15 Notice To Proceed - Written communication issued by the
				  Owner to the Contractor authorizing him to proceed with the Work and
				  establishing the date of commencement of the Work.
1.16 Owner - A public or quasi-public body in authority,
				  corporation, association, partnership, or individual for whom the Work is to be
				  performed.
1.17 Project - The undertaking to be performed as provided in
				  the Contract Documents.
1.18 Resident Project Representative - The authorized
				  representative of the Owner who is assigned to the Project site or any part
				  thereof.
1.19 Shop Drawings - All drawings, diagrams, illustrations,
				  brochures, schedules and other data which are prepared by the Contractor, a
				  Subcontractor, manufacturer, Supplier or distributor, which illustrate how
				  specific portions of the Work shall be fabricated or installed.
1.20 Specifications - A part of the Contract Documents
				  consisting of written descriptions of a technical nature of materials,
				  equipment, construction systems, standards and workmanship.
1.21 Subcontractor - An individual, firm or corporation
				  having a direct contract with the Contractor or with any other Subcontractor by
				  the performance of a part of the Work at the site.
1.22 Substantial Completion - The date as certified by the
				  Engineer when the construction of the Project or a specified part thereof is
				  sufficiently completed, in accordance with the Contract Documents, so that the
				  Project or specified part can be utilized for the purpose for which it is
				  intended.
1.23 Supplemental General Conditions - Modifications to
				  General Conditions required by a Federal agency for participation in the
				  Project and approved by the agency in writing prior to inclusion in the
				  Contract Documents, or such requirements that may be imposed by applicable
				  state laws.
1.24 Supplier - Any person or organization who supplies
				  materials or equipment for the Work, including that fabricated to a special
				  design, but who does not perform labor at the site.
1.25 Work - All labor necessary to produce the construction
				  required by the Contract Documents, and all materials and equipment
				  incorporated or to be incorporated in the Project.
1.26 Written Notice - Any notice to any party of the
				  Agreement relative to any part of this Agreement in writing and considered
				  delivered and the service thereof completed, when posted by certified or
				  registered mail to the said party at his last given address, or delivered in
				  person to said party or his authorized representative on the Work.
2. Additional Instructions and Detail Drawings
2.1 The Contractor may be furnished additional instructions
				  and detail drawings, by the Engineer, as necessary to carry out the Work
				  required by the Contract Documents.
2.2 The additional drawings and instruction thus supplied
				  will become a part of the Contract Documents. The Contractor shall carry out
				  the Work in accordance with the additional detail drawings and
				  instructions.
3. Schedules, Reports and Records
3.1 The Contractor shall submit to the Owner such schedule of
				  quantities and costs, progress schedules, payrolls, reports, estimates, records
				  and other data where applicable as are required by the Contract Documents for
				  the Work to be performed.
3.2 Prior to the first partial payment estimate the
				  Contractor shall submit construction progress schedules showing the order in
				  which he proposes to carry on the Work, including dates at which he will start
				  the various parts of the Work, estimated date of completion of each part and,
				  as applicable:
3.2.1 The dates at which special detail drawings
				  will be required; and
3.2.2 Respective dates for submission of Shop
				  Drawings, the beginning of manufacture, the testing and the installation of
				  materials, supplies and equipment.
3.3 The Contractor shall also submit a schedule of payments
				  that he anticipates he will earn during the course of the Work.
4. Drawings and Specifications
4.1 The intent of the Drawing and Specifications is that the
				  Contractor shall furnish all labor, materials, tools, equipment, and
				  transportation necessary for the proper execution of the Work in accordance
				  with the Contract Documents and all incidental work necessary to complete the
				  Project in an acceptable manner, ready for use, occupancy or operation by the
				  Owner.
4.2 In case of conflict between the Drawings and
				  Specifications, the Specifications shall govern. Figure dimensions on Drawings
				  shall govern over scale dimensions, and detailed Drawings shall govern over
				  general Drawings.
4.3 Any discrepancies found between the Drawings and
				  Specifications and site conditions or any inconsistencies or ambiguities in the
				  Drawing or Specifications shall be immediately reported to the Engineer, in
				  writing, who shall promptly correct such inconsistencies or ambiguities in
				  writing. Work done by the Contractor after his discovery of such discrepancies,
				  inconsistencies or ambiguities shall be done at the Contractor's risk.
5. Shop Drawings
5.1 The Contractor shall provide Shop Drawings as may be
				  necessary for the prosecution of the Work as required by the Contract
				  Documents. The Engineer shall promptly review all Shop Drawings. The Engineer's
				  approval of any Shop Drawings shall not release the Contractor from
				  responsibility for deviations from the Contract Documents. The approval of any
				  Shop Drawing which substantially deviates from the requirement of the Contract
				  Documents shall be evidenced by a Change Order.
5.2 When submitting for the Engineer's review Shop Drawings
				  shall bear the Contractor's certification that he has reviewed, checked and
				  approved the Shop Drawings and that they are in conformance with the
				  requirements of the Contract Documents.
5.3 Portions of the Work requiring a Shop Drawing or sample
				  submission shall not begin until the Shop Drawing or submission has been
				  approved by the Engineer. A copy of each approved Shop Drawing and each
				  approved sample shall be kept in good order by the Contractor at the site and
				  shall be available to the Engineer.
6. Materials, Services and Facilities
6.1 It is understood that except as otherwise specifically
				  stated in the Contract Documents, the Contractor shall provide and pay for all
				  materials, labor, tools, equipment, water, light, power, transportation,
				  supervision, temporary construction of any nature, and all other services and
				  facilities of any nature whatsoever necessary to execute, complete, and deliver
				  the Work within the specified time.
6.2 Materials and equipment shall be so stored as to insure
				  the preservation of their quality and fitness for the Work. Stored materials
				  and equipment to be incorporated in the Work shall be located so as to
				  facilitate prompt inspection.
6.3 Manufactured articles, materials and equipment shall be
				  applied, installed, connected, erected, used, cleaned and conditioned as
				  directed by the manufacturer.
6.4 Materials, supplies and equipment shall be in accordance
				  with samples submitted by the Contractor and approved by the Engineer.
6.5 Materials, supplies or equipment to be incorporated into
				  the Work shall not be purchased by the Contractor or the Subcontractor subject
				  to a chattel mortgage or under a conditional sale contract or other agreement
				  by which an interest is retained by the seller.
7. Inspection and Testing
7.1 All materials and equipment used in the construction of
				  the Project shall be subject to adequate inspection and testing in accordance
				  with generally accepted standards, as required and defined in the Contract
				  Documents.
7.2 The Owner shall provide all inspection and testing
				  services not required by the Contract Documents.
7.3 The Contractor shall provide at his expense the testing
				  and inspection services required by the Contract Documents.
7.4 If the Contract Documents, laws, ordinances, rules,
				  regulations or orders of any public authority having jurisdiction require any
				  Work to specifically be inspected, tested, or approved by someone other than
				  the Contractor, the Contractor will give the Engineer timely notice of
				  readiness. The Contractor will then furnish the Engineer the required
				  certificates of inspection, testing or approval.
7.5 Inspections, test or approvals by the engineer or others
				  shall not relieve the Contractor from his obligations to perform the Work in
				  accordance with the requirements of the Contract Documents.
7.6 The Engineer and his representative will at all times
				  have access to the Work. In addition, authorized representatives and agents of
				  any participating Federal or state agency shall be permitted to inspect all
				  work, materials, payrolls, records of personnel, invoices of materials, and
				  other relevant data and records. The Contractor will provide proper facilities
				  for such access and observation of the Work and also for any inspection, or
				  testing thereof.
7.7 If any Work is covered contrary to the written
				  instructions of the Engineer it must, if requested by the Engineer, be
				  uncovered for his observation and replaced at the Contractor's expense.
7.8 If the Engineer considers it necessary or advisable that
				  covered Work be inspected or tested by others, the Contractor, at the
				  Engineer's request, will uncover, expose or otherwise make available for
				  observation, inspection or testing as the Engineer may require, that portion of
				  the Work in question, furnishing all necessary labor, materials, tools, and
				  equipment. If it is found that such Work is defective, the Contractor will bear
				  all the expenses of such uncovering, exposure, observation, inspection and
				  testing and of satisfactory reconstruction. If, however, such Work is not found
				  to be defective the Contractor will be allowed an increase in the Contract
				  Price or an extension of the Contract Time, or both, directly attributable to
				  such uncovering, exposure, observation, inspection, testing and reconstruction
				  and an appropriate Change Order shall be issued.
8. Substitutions
8.1 Whenever a material, article or piece of equipment is
				  identified on the Drawings or Specifications by reference to brand name or
				  catalogue number, it shall be understood that this is referenced for the
				  purpose of defining the performance or other salient requirements and that
				  other products of equal capacities, quality and function shall be considered.
				  The Contractor may recommend the substitution of a material, article, or piece
				  of equipment of equal substance and function for those referred to in the
				  Contract Documents by reference to brand name or catalogue number, and if, in
				  the opinion of the Engineer, such material, article, or piece of equipment is
				  of equal substance and function to that specified, the Engineer may approve its
				  substitution and use by the Contractor. Any cost differential shall be
				  deductible from the Contract Price and the Contract Documents shall be
				  appropriately modified by Change Order. The Contractor warrants that if
				  substitutes are approved, no major changes in the function or general design of
				  the Project will result. Incidental changes or extra component parts required
				  to accommodate the substitute will be made by the Contractor without a change
				  in the Contract Price or Contract Time.
9. Patents
9.1 The Contractor shall pay all applicable royalties and
				  license fees. He shall defend all suits of claims for infringement of any
				  patent rights and save the Owner harmless from loss on account thereof, except
				  that the Owner shall be responsible for any such loss when a particular process
				  design on the product of a particular manufacturer or manufacturer is
				  specified, however, if the Contractor has reason to believe that the design
				  process or product specified is an infringement of a patent, he shall be
				  responsible for such loss unless he promptly gives such information to the
				  Engineer.
10. Surveys, Permits, Regulations
10.1 The Owner shall furnish all boundary surveys and
				  establish all base lines for locating the principal component parts of the Work
				  together with a suitable number of bench marks adjacent to the Work as shown in
				  the Contract Documents. From the information provided by the Owner, unless
				  otherwise specified in the Contract Documents, the Contractor shall develop and
				  make all detail survey, needed for construction such as slope stakes, batter
				  boards, stakes for pile locations and other working points, lines, elevations
				  and cut sheets.
10.2 The Contractor shall carefully preserve bench marks,
				  reference points and stakes and in case of willful or careless destruction, he
				  shall be charged with the resulting expense and shall be responsible for any
				  mistakes that may be caused by their unnecessary loss or disturbance.
10.3 Permits and licenses of a temporary nature necessary for
				  the prosecution of the Work shall be secured and paid for by the Contractor
				  unless otherwise stated in the Supplemental General Conditions. Permits,
				  licenses and easements for permanent structures or permanent changes in
				  existing facilities shall be secured and paid for by the Owner, unless
				  otherwise specified. The Contractor shall give all notices and comply with all
				  laws, ordinances, rules and regulations bearing on the conduct of the Work as
				  drawn and specified. If the Contractor observes that the Contract Documents are
				  at variance therewith, he shall promptly notify the Engineer in writing, and
				  any necessary changes shall be adjusted as provided in Section 13, Changes in
				  the Work.
11. Protection of Work, Property and Persons
11.1 The Contractor will be responsible for initiating,
				  maintaining and supervising all safety precautions and programs in connection
				  with the Work. He will take all necessary precautions for the safety of and
				  will provide the necessary protection to prevent damage, injury or loss to all
				  employees on the Work and other persons who may be affected thereby, all the
				  Work and all materials or equipment to be incorporated therein, whether in
				  storage on or off the site, and other property at the site or adjacent thereto,
				  including trees, shrubs, lawns, walks, pavements, roadways, structures and
				  utilities not designated for removal, relocation or replacement in the course
				  of construction.
11.2 The Contractor will comply with all applicable laws,
				  ordinances, rules, regulations and orders of any public body having
				  jurisdiction. He will erect and maintain, as required by the conditions and
				  progress of the Work, all necessary safeguards for safety and protection. He
				  will notify owners of adjacent utilities when prosecution of the Work may
				  affect them. The Contractor will remedy all damage, injury or loss to any
				  properly caused directly or indirectly, in whole or in part, by the Contractor,
				  any Subcontractor or anyone directly or indirectly employed by any of them or
				  anyone for whose acts any of them be liable, except damage or loss attributable
				  to the fault of the Contract Documents or to the acts or omissions of the Owner
				  or the Engineer or anyone employed by either of them or anyone for whose acts
				  either of them may be liable and not attributable, directly or indirectly, in
				  whole or in part, to the fault or negligence of the Contractor.
11.3 In emergencies affecting the safety of persons or the
				  Work or property at the site or adjacent thereto, the Contractor, without
				  special instruction or authorization from the Engineer of Owner, shall act to
				  prevent threatened damage, injury or loss. He will give the Engineer prompt
				  Written Notice of any significant changes in the Work or deviations from the
				  Contract Documents caused thereby, and a Change Order shall thereupon be issued
				  covering the changes and deviations involved.
12. Supervision by Contractor
12.1 The Contractor will supervise and direct the Work. He
				  will be solely responsible for the means, methods, techniques, sequences and
				  procedures of construction. The Contractor will employ and maintain on the Work
				  a qualified supervisor or superintendent who shall have been designated in
				  writing by the Contractor as the Contractor's representative at the site. The
				  supervisor shall have full authority to act on behalf of the Contractor and all
				  communications given to the supervisor shall be as binding as if given to the
				  Contractor. The supervisor shall be present on the site at all times as
				  required to perform adequate supervision and coordination of the Work.
13. Changes in the Work
13.1 The Owner may at any time, as the need arises, order
				  changes within the scope of the Work without invalidating the Agreement. If
				  such changes increase or decrease the amount due under the Contract Documents
				  or in the time required for performance of the Work an equitable adjustment
				  shall be authorized by Change Order.
13.2 The Engineer, also, may at any time, by issuing a Field
				  Order, make changes in the details of the Work. The Contractor shall proceed
				  with the performance of any changes in the Work so ordered by the Engineer
				  unless the contractor believes that such Field Order entitles him to a change
				  in Contract Price or Time, or both, in which event he shall give the Engineer
				  Written Notice thereof within seven (7) days after the receipt of the ordered
				  change. Thereafter the Contractor shall document the basis for the change in
				  Contract Price or Time within thirty (30) days. The Contractor shall not
				  execute such changes pending the receipt of an executed Change Order or further
				  instruction from the Owner.
14. Changes in Contract Price
14.1 The Contract Price may be changed only by a Change
				  Order. The value of any Work covered by a Change Order or of any claim for
				  increase or decrease in the Contract Price shall be determined by one or more
				  of the following methods in the order or precedence listed below:
a. Unit prices previously approved
b. An agreed lump sum
c. The actual cost for labor, direct overhead,
				  materials, supplies, equipment, and other services necessary to complete the
				  work. In addition, there shall be added an amount to be agreed upon but not to
				  exceed fifteen (15) percent of the actual cost of the Work to cover the cost of
				  general overhead profit.
15. Time for Completion and Liquidated Damages
15.1 The date of beginning and the time for completion of the
				  Work are essential conditions of the Contract Documents and the Work embraced
				  shall be commenced on a date specified in the Notice to Proceed.
15.2 The Contractor will proceed with the Work at such rate
				  of progress to insure full completion within the Contract Time. It is expressly
				  understood and agreed, by and between the Contractor and the Owner, that the
				  Contract Time, for the completion of the Work described herein is a reasonable
				  time, taking into consideration the average climatic and economic conditions
				  and other factors prevailing in the locality of the Work.
15.3 If the Contractor shall fail to complete the Work within
				  the Contract Time, or an extension of time granted by the Owner, then the
				  Contractor will pay to the Owner the amount for liquidated damages as specified
				  in the BID for each calendar day that the Contractor shall be in default after
				  the time stipulated in the Contract Documents.
15.4 The Contractor shall not be charged with liquidated
				  damages of any excess cost when the delay in completion of the Work is due to
				  the following and the Contractor has promptly given Written Notice of such
				  delay to the owner or Engineer.
15.4.1 To any preference, priority or allocation
				  order duly issued by the Owner
15.4.2 To unforeseeable causes beyond the control
				  and without the fault of negligence of the Contractor, including but not
				  restricted to acts of God, or of the public enemy, acts of the Owner, acts of
				  another Contractor in the performance of a contract with the Owner, fires,
				  floods, epidemics, quarantine restrictions, strikes, freight emabargos, and
				  abnormal and unforeseeable weather; and
15.4.3 To any delays of Subcontractors occasioned
				  by any of the causes specified in paragraphs 15.4.1 and 15.4.2 of this
				  article.
16. Correction of work
16.1 The Contractor shall promptly remove from the premises
				  all Work rejected by the Engineer for failure to comply with the Contract
				  Documents, whether incorporated in the construction or not, and the Contractor
				  shall promptly replace and reexecute the Work in accordance with the Contract
				  Documents and without expense to the Owner and shall bear the expense of making
				  good all Work of other Contractors destroyed or damaged by such removal or
				  replacement.
16.2 All removal and replacement Work shall be done at the
				  Contractor's expense. If the Contractor does not take action to remove such
				  rejected Work within ten (10) days after receipt of Written Notice, the Owner
				  may remove such Work and store the materials at the expense of the
				  Contractor.
17. Subsurface Conditions
17.1 The Contractor shall promptly, and before such
				  conditions are disturbed, except in the event of an emergency, notify the Owner
				  by Written Notice of:
17.1.1 Subsurface or latent physical conditions at
				  the site differing materially from those indicated in the Contract Documents;
				  or
17.1.2 Unknown physical conditions at the site, of
				  an unusual nature, differing materially from those ordinarily encountered and
				  generally recognized as inherent in Work of the character provided for in the
				  Contract Documents.
17.2 The Owner shall promptly investigate the conditions, and
				  if he finds that such conditions do so materially differ and cause an increase
				  or decrease in the cost of, or in the time required for, performance of the
				  Work, an equitable adjustment shall be made and the Contract Documents shall be
				  modified by a Change Order. Any claim of the Contractor for adjustment
				  hereunder shall not be allowed unless he has given the required Written Notice,
				  provided that the Owner may, if he determines the facts so justify, consider
				  and adjust any such claims asserted before the date of final payment.
18. Suspension of Work, Termination and Delay
18.1 The Owner may suspend the Work on any portion thereof
				  for a period of not more than ninety days or such further time as agreed upon
				  by the Contractor, by Written Notice to the Contractor and the Engineer which
				  notice shall fix the date on which Work shall be resumed. The Contractor will
				  resume the Work on the date so fixed. The Contractor will be allowed an
				  increase in the Contract Price or an extension of the Contract Time, or both,
				  directly attributable to any suspension.
18.2 If the Contractor is adjudged bankrupt or insolvent, or
				  if he makes a general assignment for the benefit of his creditors, or if a
				  trustee or receiver is appointed for the Contractor or for any of his property,
				  or if he files a petition to take advantage of any debtor's act, or to
				  reorganize under the bankruptcy or applicable laws, or if he repeatedly fails
				  to supply sufficient skilled workmen or suitable materials or equipment, or if
				  he repeatedly fails to make prompt payments to Subcontractors or for labor,
				  materials or equipment or if he disregards laws, ordinances, rules, regulations
				  or orders of any public body having jurisdiction of the Work or if he
				  disregards the authority of the Engineer, or if he otherwise violates any
				  provision of the Contract Documents, then the Owner may, without prejudice to
				  any other right or remedy and after giving the Contractor and his surety a
				  minimum of ten (10) days from delivery of a Written Notice, terminate the
				  services of the Contractor and take possession of the Project and of all
				  materials, equipment, tools, construction equipment and machinery thereon owned
				  by the Contractor, and finish the Work by whatever method he may deem
				  expedient. In such case the Contractor shall not be entitled to receive any
				  further payment until the Work is finished. If the unpaid balance of the
				  Contract Price exceeds the direct and indirect costs of completing the Project,
				  including compensation for additional professional services, such excess Shall
				  be Paid to the Contractor. If such costs exceed such unpaid balance, the
				  Contractor will pay the difference to the Owner. Such costs incurred by the
				  Owner will be determined by the Engineer and incorporated in a Change
				  Order.
18.3 Where the Contractor's services have been so terminated
				  by the Owner, said termination shall not affect any rights of the Owner against
				  the Contractor then existing or which may thereafter accrue. Any retention or
				  payment of monies by the Owner due the Contractor will not release the
				  Contractor from compliance with the Contract Documents.
18.4 After ten (10) days from delivery of a Written Notice to
				  the Contractor and the Engineer the Owner may, without cause and without
				  prejudice to any other right or remedy elect to abandon the Project and
				  terminate the Contract in such case, the Contractor shall be paid for all Work
				  executed and any expense sustained plus reasonable profit.
18.5 If, through no act or fault of the Contractor, the Work
				  is suspended for a period of more than ninety (90) days by the Owner or under
				  an order of court or other public authority or the Engineer fails to act on any
				  request for payment within thirty (30) days after it is submitted or the Owner
				  fails to pay the Contractor substantially the sum approved by the Engineer or
				  awarded by arbitrators within thirty (30) days of its approval and
				  presentation, then the Contractor may after ten (10) days from delivery of a
				  Written Notice to the Owner and the Engineer, terminate the Contract and
				  recover from the Owner payment for all Work executed and all expenses
				  sustained. In addition and in lieu of terminating the Contract, if the Engineer
				  has failed to act on a request for payment or if the Owner has failed to make
				  any payment as aforesaid, the Contractor may upon ten (10) days written notice
				  to the Owner and the Engineer stop the Work until he has been paid all amounts
				  then due in which event and upon resumption of the Work, Change Orders shall be
				  issued for adjusting the Contract Price or extending the Contract Time or both
				  to compensate for the costs and delays attributable to the stoppage of the
				  Work.
18.6 If the performance of all or any portion of the Work is
				  suspended, delayed, or interrupted as a result of a failure of the Owner or
				  Engineer to act within the time specified in the Contract Documents, or if no
				  time is specified, within a reasonable time, an adjustment in the Contract
				  Price or an extension of the Contract Time, or both, shall be made by Change
				  Order to compensate the Contractor for the costs and delays necessarily caused
				  by the failure of the Owner or Engineer.
19. Payments to Contractor
19.1 At least ten (10) days before each progress payment
				  falls due (but not more often than once a month), the Contractor will submit to
				  the Engineer a partial payment estimate filled out and signed by the Contractor
				  covering the Work performed during the period covered by the partial payment
				  estimate and supported by such data as the Engineer may reasonably require. If
				  payment is requested on the basis of materials and equipment not incorporated
				  in the Work but delivered and suitably stored at or near the site, the partial
				  payment estimate shall also be accompanied by such supporting data,
				  satisfactory to the Owner, as will establish the Owner's title to the material
				  and equipment and project his interests therein, including applicable
				  insurance. The Engineer will, within ten (10) days after receipt of each
				  partial payment estimate, either indicate in writing his approval of payment
				  and present the partial payment estimate to the Owner, or return the partial
				  payment estimate to the Contractor indicating in writing his reasons for
				  refusing to approve payment. in the latter case, the Contractor may make the
				  necessary corrections and resubmit the partial payment estimate. The Owner
				  will, within ten (10) days of presentation to him of an approved partial
				  payment estimate, pay the Contractor a progress payment on the basis of the
				  approved partial payment estimate. The Owner shall retain ten (10) percent of
				  the amount of each payment until final completion and acceptance of all work
				  covered by the Contract Documents. The Owner at any time, however, after fifty
				  (50) percent of the Work has been completed, if he finds that satisfactory
				  progress is being made shall reduce retainage to five (5%) percent on the
				  current and remaining estimates. When the Work is substantially complete
				  (operational or beneficial occupancy), the retained amount may be further
				  reduced below five (5) percent to only that amount necessary to assure
				  completion. On completion and acceptance of a part of the Work on which the
				  price is stated separately in the Contract Documents, payment may be made in
				  full, including retained percentages, less authorized deductions.
19.2 The request for payment also include an allowance for
				  the cost of such major materials and equipment which are suitably stored either
				  at or near the site.
19.3 Prior to Substantial Completion, the Owner, with the
				  approval of the Engineer and with the concurrence of the Contractor, may use
				  any completed or substantially completed portions of the Work. Such use shall
				  not constitute an acceptance of such portions of the Work.
19.4 The Owner shall have the right to enter the premises for
				  the purpose of doing work not covered by the Contract Documents. This provision
				  shall not be construed as relieving the Contractor of the sole responsibility
				  for the care and protection of the Work, or the restoration of any damaged Work
				  except such as may be cause by agents or employees of the Owner.
19.5 Upon completion and acceptance of the Work, the Engineer
				  shall issue a certificate attached to the final payment request that the Work
				  has been accepted by him under the conditions of the Contract Documents. The
				  entire balance found to be due the Contractor, including the retained
				  percentages, but except such sums as may be lawfully retained by the Owner,
				  shall be paid to the Contractor within thirty (30) days of completion and
				  acceptance of the Work.
19.6 The Contractor will indemnify and save the Owner or the
				  Owner's agents harmless from all claims growing out of the lawful demands of
				  Subcontractors, laborers, workmen, mechanics, materialmen, and furnishers of
				  machinery and parts thereof, equipment, tools, and all supplies incurred in the
				  futherance of the performance of the Work. The Contractor shall, at the Owner's
				  request, furnish satisfactory evidence that all obligations of the nature
				  designated above have been paid, discharged, or waived. If the Contractor fails
				  to do so the Owner may, after having notified the Contractor, either pay unpaid
				  bills or withhold from the Contractor's unpaid compensation a sum of money
				  deemed reasonably sufficient to pay any and all such lawful claims until
				  satisfactory evident is furnished that all liabilities have been fully
				  discharged whereupon payment to the Contractor shall be resumed, in accordance
				  with the terms of the Contract Documents, but in no event shall the provisions
				  of this sentence be construed to impose any obligations upon the Owner to
				  either the Contractor, his Surety, or any third party. In paying any unpaid
				  bills of the Contractor, any payment so made by the Owner shall be considered
				  as a payment made under the Contract Documents by the Owner to the Contractor
				  and the Owner shall not be liable to the Contractor for any such payments made
				  in good faith.
19.7 If the Owner fails to make payment thirty (30) days
				  after approval by the Engineer, in addition to other remedies available to the
				  Contractor, there shall be added to each such payment interest at the maximum
				  legal rate commencing on the first day after said payment is due and continuing
				  until the payment is received by the Contractor.
20. Acceptance of Final Payment as Release
20.1 The acceptance by the Contractor of final payment shall
				  be and shall operate as a release to the Owner of all claims and all liability
				  to the Contractor other than claims in stated amounts as may be specifically
				  excepted by the Contractor for all things done or furnished in connection with
				  this Work and for every act and neglect of the Owner and others relating to or
				  arising out of this Work. Any payment, however, final or otherwise, shall not
				  release the Contractor or his sureties from any obligations under the Contract
				  Documents or the Performance Bond and Payment Bonds.
21. Insurance
21.1 The Contractor shall purchase and maintain such
				  insurance as will protect him from claims set forth below which may arise out
				  of or result from the Contractor's execution of the Work, whether such
				  execution be by himself or by any Subcontractor or by anyone directly or
				  indirectly employed by any of them, or by anyone for whose acts any of them may
				  be liable:
21.1.1 Claims under workmen's compensation
				  disability benefit and other similar employee benefit acts;
21.1.2 Claims for damages because of bodily
				  injury, occupational sickness or disease, or death of his employees;
21.1.3 Claim for damages because of bodily injury,
				  sickness or disease, or death of any person other than his employees;
21.1.4 Claims for damages insured by usual
				  personal injury liability coverage which are sustained (1) by any person as a
				  result of an offense directly or indirectly related to the employment of such
				  person by the Contractor, or (2) by any other person, and
21.1.5 Claims for damages because of injury to or
				  destruction of tangible property, including loss of use resulting
				  therefrom.
21.2 Certificates of Insurance acceptable to the Owner shall
				  be filed with the Owner prior to commencement of the Work. These Certificates
				  shall contain a provision that coverages afforded under the policies will not
				  be cancelled unless at least fifteen (15) days prior Written Notice has been
				  given to the Owner.
21.3 The Contractor shall procure and maintain, at his own
				  expense, during the Contract Time, liability insurance as hereinafter
				  specified:
21.3.1 Contractor's General Public Liability and
				  Property Damage Insurance including vehicle coverage issued to the Contractor
				  and protecting him from all claims for personal injury, including death, and
				  all claims for destruction of or damage to property, arising out of or in
				  connection with any operations under the Contract Documents whether such
				  operations be by himself or by any Subcontractor under him or a Subcontractor
				  under him. Insurance shall be written with a limit of liability of not less
				  than $500,00 for all damages arising out of bodily injury including death, at
				  any time resulting therefrom, sustained by any one person in any one accident,
				  and a limit of liability of not less than $500,000 aggregate for any such
				  damages sustained by two or more persons in any one accident. Insurance shall
				  be written with a limit of liability of not less than $200,000 for all property
				  damage sustained by any one person in any one accident: and a limit of
				  liability of not less than $200,000 aggregate for any such damage sustained by
				  two or more persons in any one accident.
21.3.2 The Contractor shall acquire and maintain,
				  if applicable, Fire and Extended Coverage insurance upon the Project to the
				  full insurable value thereof for the benefit of the Owner, the Contractor, and
				  Subcontractors as their interest may appear. This provision shall in no way
				  release the Contractor or Contractor's surety from obligations under the
				  Contract Documents to fully complete the Project.
21.4 The Contractor shall procure and maintain, at his own
				  expense during the Contract Time, in accordance with the provisions of the laws
				  of the state in which the work is performed, Workmen's Compensation Insurance
				  including occupational disease provisions, for all of his employees at the site
				  of the Project and in case and work is sublet, the Contractor shall require
				  such Subcontractor similarly to provide Workmen's Compensation Insurance,
				  including occupational disease provisions for all of the latter's employees
				  unless such employees are covered by the protection afforded by the Contractor.
				  In case any class of employees engaged in hazardous work under this contract at
				  the site of the Project is not protected under Workmen's Compensation statute,
				  the Contractor shall provide, and shall cause each Subcontractor to provide,
				  adequate and suitable insurance for the protection of his employees not
				  otherwise protected.
21.5 The Contractor shall secure, if applicable, "All Risk"
				  type Builder's Risk Insurance for Work to be performed. Unless specifically
				  authorized by the Owner, the amount of such insurance shall not be less than
				  the Contract Price totaled in the Bid. The policy shall cover not less than the
				  losses due to fire, explosion, hail, lightning, vandalism, malicious mischief,
				  wind, collapse, riot, aircraft, and smoke during the Contract Time, and until
				  the Work is accepted by the Owner. The policy shall name the insured the
				  Contractor, the Engineer, and the Owner.
22. Contract Security
22.1 The Contractor shall within ten (10) days after the
				  receipt of the Notice of Award furnish the Owner with a Performance Bond and a
				  Payment Bond in penal sums equal to the amount of the Contract Price
				  conditioned upon the performance by the Contractor of all undertakings,
				  convenants, terms, conditions and agreements of the Contract Documents, and
				  upon the prompt payment by the Contractor to all persons supplying labor and
				  materials in the prosecution of the Work provided by the Contract Documents.
				  Such Bonds shall be executed by the Contractor and a corporate bonding company
				  licensed to transact such business in the state in which the Work is to be
				  performed and named on the current list of "Surety Companies Acceptable on
				  Federal Bonds" as published in the Treasurey Department Circular Number 570.
				  The expense of these Bonds shall be borne by the Contractor. If at any time a
				  surety on ay such Bond is declared a bankrupt or loses its right to do business
				  in the state in which the Work is to be performed or is removed from the list
				  of Surety Companies accepted on Federal Bonds, Contractor shall within ten (10)
				  days after notice from the Owner to do so, substitute an acceptable Bond (or
				  Bonds) in such form and sum and signed by such other surety and sureties as may
				  be satisfactory to the Owner. The premiums on such Bond shall be paid by the
				  Contractor. No further payments shall be deemed due nor shall be made until the
				  new surety or sureties shall have furnished an acceptable Bond to the
				  Owner.
23 Assignments
23.1 Neither the Contractor nor the Owner shall sell,
				  transfer, assign or otherwise dispose of the Contract or any portion thereof,
				  or of his right, title or interest therein, or his obligations thereunder
				  without written consent of the other party.
24. Indemnification
24.1 The Contractor will indemnify and hold harmless the
				  Owner and the Engineer and their agents and employees from and against all
				  claims, damages, losses and expenses including attorney's fees arising out of
				  or resulting from the performance of the Work, provided that any such claims,
				  damage, loss or expense is attributable to bodily injury, sickness, disease or
				  death, or to injury to or destruction of tangible property, including the loss
				  of use resulting therefrom; and is caused in whole or in part by any negligent
				  or willful act or omission of the Contractor, and Subcontractor, anyone
				  directly or indirectly employed by any of them or anyone for whose acts any of
				  them may be liable.
24.2 In any and all claims against the Owner or the Engineer,
				  or any of their agents or employees, by any employee of the Contractor, any
				  Subcontractor, anyone directly or indirectly employed by any of them, or anyone
				  for whose acts any of them may be liable, the indemnification obligation shall
				  not be limited in any way by any limitation of the amount or type of damages,
				  compensation or benefits payable by or for the Contractor or any Subcontractor
				  under workmen's compensation acts, disability benefit acts or other employee
				  benefits acts.
24.3 The obligation of the Contractor under this paragraph
				  shall not extend to the liability of the Engineer, his agents or employees
				  arising out of the preparation or approval of maps, Drawings, opinions,
				  reports, surveys, Change Orders, designs or Specifications.
25. Separate Contracts
25.1 The Owner reserves the right to let other contracts in
				  connection with this Project. The Contractor shall afford other Contractors
				  reasonable opportunity for the introduction and storage of their materials and
				  the execution of their Work, and shall properly connect and coordinate his Work
				  with theirs. If the proper execution or results of any part of the Contractor's
				  Work depends upon the Work of any other Contractor, the Contractor shall
				  inspect and promptly report to the Engineer any defects in such Work that
				  render it unsuitable for such proper execution and results.
25.2 The Owner may perform additional Work related to the
				  Project by himself, or he may let other contracts containing provisions similar
				  to these. The Contractor will afford the other Contractors who are parties to
				  such contracts (or the Owner, if he is performing the additional Work himself)
				  reasonable opportunity for the introduction and storage of materials and
				  equipment and the execution of Work, and shall properly connect and coordinate
				  his Work with theirs.
25.3 If the performance of additional Work by other
				  Contractors or the Owner is not noted in the Contract Documents prior to the
				  execution of the Contract, written notice thereof shall be given to the
				  Contractor prior to starting any such additional Work. If the Contractor
				  believes that the performance of such additional work by the Owner or others
				  involves him in additional expense or entitles him to an extension of the
				  Contract Time, he may make a claim therefore as provided in Sections 14 and
				  15.
26. Subcontracting
26.1 The Contractor may utilize the services of specialty
				  Subcontractors on those parts of the Work which, under normal contracting
				  practices, are performed by specialty Subcontractors.
26.2 The Contractor shall not award Work to Subcontractor(s),
				  in excess of fifty (50%) percent of the Contract Price, without prior written
				  approval of the Owner.
26.3 The Contractor shall be fully responsible to the Owner
				  for the acts and omissions of his Subcontractors, and of persons either
				  directly or indirectly employed by them, as he is for the acts and omissions of
				  persons directly employed by him.
26.4 The Contractor shall cause appropriate provisions to be
				  inserted in all subcontracts relative to the Work to bind Subcontractors to the
				  Contractor by the terms of the Contract Documents insofar as applicable to the
				  Work of Subcontractors and to give the Contractor the same power or regards
				  terminating any subcontract that the Owner may exercise over the Contractor
				  under any provision of the Contract Documents.
26.5 Nothing contained in this Contract shall create any
				  contractual relation between any Subcontractor and the Owner.
27. Engineer's Authority
27.1 The Engineer shall act as the Owner's representative
				  during the construction period. He shall decide questions which may arise as to
				  quality and acceptability of materials furnished and Work performed. He shall
				  interpret the intent of the Contract Documents in a fair and unbiased manner.
				  The Engineer will make visits to the site and determine if the Work is
				  proceeding in accordance with the Contract Documents.
27.2 The Contractor will be held strictly to the intent of
				  the Contract Documents in regard to the quality of materials, workmenship and
				  execution of the Work. Inspections may be made at the factory or fabrication
				  plant of the source of material supply.
27.3 The Engineer will not be responsible for the
				  construction means, control, techniques, sequences, procedures, or construction
				  safety.
27.4 The Engineer shall promptly make the decisions relative
				  to interpretation of the Contract Documents.
28. Land and Rights-of-Way
28.1 Prior to issuance of Notice to Proceed, the Owner shall
				  obtain all land and rights-of-way necessary for carrying out and for the
				  completion of the Work to be performed pursuant to the Contract Documents,
				  unless otherwise mutually agreed.
28.2. The Owner shall provide to the Contractor information
				  which delineates and describes the lands owned and rights-of-way
				  acquired.
28.3 The Contractor shall provide at his own expense and
				  without liability to the Owner any additional land and access thereto that the
				  Contractor may desire for temporary construction facilities, or for storage of
				  materials.
29. Guaranty
29.1 The Contractor shall guarantee all materials and
				  equipment furnished and Work performed for a period of one (1) year from the
				  date of Substantial Completion. The Contractor warrants and guarantees for a
				  period of one (1) year from the date of Substantial Completion of the system
				  that the complete system is free from all defects due to faulty materials or
				  workmanship and the Contractor shall promptly make such corrections as may be
				  necessary by reason of such defects including the repairs of any damage to
				  other parts of the system resulting from such defects. The Owner will give
				  notice of observed defects with reasonable promptness. In the event that the
				  Contractor should fail to make such repairs, adjustments, or other Work that
				  may be made necessary by such defects, the Owner may do so and charge the
				  Contractor the cost thereby incurred. The Performance Bond shall remain in full
				  force and effect through the guarantee period.
30. Arbitration
30.1 All claims, disputes and other matters in question
				  arising out of, or relating to, the Contract Documents or the breach thereof,
				  except for claims which have been waived by the making and acceptance of final
				  payment as provided by Section 20 shall be decided by arbitration in accordance
				  with the Construction Industry Arbitration Rules of the American Arbitration
				  Association (140 W. 51st Street, N.Y., N.Y., 10020; 1986). This agreement to
				  arbitrate shall be specifically enforceable under the prevailing arbitration
				  law. The award rendered by the arbitrators shall be final, and judgement may be
				  entered upon it in any court having jurisdiction thereof.
30.2 Notice of the demand for arbitration shall be filed in
				  writing with the other party to the Contract Documents and with the American
				  Arbitration Association, and a copy shall be filed with the Engineer. Demand
				  for arbitration shall in no event be made on any claim, dispute or other matter
				  in question which would be barred by the applicable statue of
				  limitations.
30.3 The Contractor will carry on the Work and maintain the
				  progress schedule during any arbitration proceedings, unless otherwise mutually
				  agreed in writing.
31. Taxes
31.1 The Contractor will pay all sales consumer use and other
				  similar taxes required by the law of the place where the Work is
				  performed.