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STANDARD GENERAL CONDITIONS

STANDARD FORM OF THE UNIVERSITY OF MICHIGAN

Issue of January 1998

ARTICLE INDEX TO ARTICLES PAGE

1. Definitions ............................................... 32. Intent and Use of the Contract Documents .................. 63. Routine of Business ....................................... 74. Drawings and Specifications for Contractor Use ............ 85. Contractor's Shop Drawings ................................ 86. Contractor's Samples ..................................... 117. Owner's Options .......................................... 128. Record Drawings; O & M Manuals and Instructions ......... 129. Ownership of Contract Documents and Models ............... 1310. Temporary Utilities; Materials; Quality Control;

Employees; Allocation of Work ........................... 1311. Royalties and Patents .................................... 1912. Surveys, Permits and Regulations ......................... 1913. Protection of Work and Property; Safety ................. 2014. Superintendence; Supervision; Daily Reports;

Cooperation .............................................. 2215. Extra Work and Changes in the Work ....................... 2316. Concealed Conditions and Existing Utilities .............. 2817. Delays and Extension of Time ............................. 2918. Construction Schedules ................................... 3019. Claims for Additional Costs .............................. 3220. Waiver Provision ......................................... 3221. Testing and Inspection of the Work ....................... 3322. Correction of Work ....................................... 3423. Owner’s Right to Do Work ................................. 3524. One Year Correction of the Work Period ................... 3625. Owner's Right to Terminate the Contract .................. 3626. Suspension of the Work ................................... 3827. Contractor's Right to Stop Work or Terminate

the Contract ............................................. 3828. Applications for Payment ................................. 3829. Payment Certification .................................... 4030. Substantial Completion ................................... 4131. Final Payment ............................................ 4232. Partial Occupancy ........................................ 4333. Payments Withheld ........................................ 4434. Contractor’s Liability Insurance ......................... 4435. Contractor's Liability for Bodily Injury, Sickness,

Disease and Property Damage; Indemnification ............. 4636. Owner’s Fire and Extended Coverage Insurance ............. 4737. Guaranty Bonds ........................................... 48

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ARTICLE INDEX TO ARTICLES PAGE

38. Assignment ............................................... 4839. Separate Contracts ....................................... 4940. Mutual Responsibility of Contractors;

Co-Responsibility ........................................ 4941. Subcontracts ............................................. 5042. Owner, Contractor and Subcontractor Relations ............ 5143. Architect's/Engineer's Status ............................ 5244. Taxes .................................................... 5345. Cash Allowances .......................................... 5346. Use of Premises and Utility Disruptions .................. 5447. Parking, Site Access and Routing of Traffic .............. 5548. Grounds, Staging Area and Restoration .................... 5549. Cutting, Patching and Digging ............................ 5650. Cleaning Up .............................................. 5751. Cleaning of Glass ........................................ 5752. Temporary Stairs, Runways and Ladders .................... 5753. Fire Precautions; Hot Work Permit ........................ 5754. Fire Protection .......................................... 5955. Temporary Use of New Elevator During Construction ........ 6056. Telephone ................................................ 6157. Non-Discrimination Provision and Wage and Hour Act ....... 6158. Prevailing Wage and Fringe Benefit Rates ................. 6359. Compliance with "Kick-Back" Statute and Regulations ...... 6360. Medicare and Medicaid Provisions ......................... 64

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ARTICLE 1: DEFINITIONS

Wherever used in any of the Contract Documents, the followingmeanings shall be given to the terms herein defined:

a. Addenda: That portion of the Contract Documents consisting ofmodifications, amendments, deletions or substitutions to theDrawings and Specifications and issued prior to the executionof the Agreement.

b. Agreement: That portion of the Contract Documents consistingof the written Agreement between the Contractor and the Ownerfor Construction, identifying the scope of the Work, ContractTime, Contract Sum, the method of progress payments and finalpayment, and the Contract Documents by which the Work is to becompleted.

c. Architect/Engineer: The party named in the Agreement who willperform professional design and/or engineering services; or thedepartment or agency of the Owner named in the Agreement whichwill render similar services.

d. Change Order: A written order to the Contractor signed by theOwner and the Architect/Engineer, issued after the executionof the Agreement, authorizing an extra or a change in the Workor an adjustment in the Contract Sum or the Contract Time.

e. Contract: The Contract Documents form the Contract forconstruction between the Owner and the Contractor. TheContract may be modified only by a written Modification.

f. Contract Documents: These consist of the Agreement, theStandard General Conditions, Supplementary General Conditions,Instructions to Bidders, Drawings, Specifications, Addendaissued prior to the execution of the Contract, other documentslisted in the Agreement, and Modifications issued after theexecution of the Contract. The documents noted above form theContract.

g. Contract Sum: The amount to be paid by the Owner to theContractor for performance of the Work pursuant to theContract Documents. Such amount may be modified from time totime pursuant to the terms and provisions of the ContractDocuments.

h. Contract Time: The number of calendar days allowed or thedate stated in the Agreement for the completion of the Work tooccur. All time limits stated in the Contract Documents arethe essence of the Contract.

i. Contractor: The party named in the Agreement who will executethe Work and who shall be responsible for the propercompletion of the Project.

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j. Contractor's Representative: The individual designated inwriting by the Contractor to receive all communications underthe Contract Documents and with the authority to bind theContractor with respect to decisions made and actions takenpursuant to the Contract Documents. Unless noted otherwise bythe Contractor the Contractor's Representative shall be thatindividual designated as the Contractor's Superintendent inArticle 14 paragraph a hereof.

k. Delay: When used in these Standard General Conditions,“delay” shall include those delays not contemplated by theparties.

l. Drawings: The graphic and pictorial portions of the ContractDocuments showing the design, location and dimensions of theWork, generally including plans, elevations, sections,details, schedules and diagrams.

m. Instructions to Bidders: That portion of the ContractDocuments consisting of the procedures to be followed inpreparing and submitting a bid.

n. Modification: (1) a written amendment to the Contract signedby both parties, (2) a Change Order executed in accordancewith the requirements of the Contract Documents or (3) awritten order directing minor changes in the Work, inaccordance with Article 15 paragraph j hereof.

o. Notice to Proceed: Any written notice given by the Owner tothe Contractor fixing the date on which the Contract Time willcommence and on which the Contractor shall start to performits obligations under the Contract Documents.

p. Owner: The Regents of The University of Michigan, aConstitutional Corporation having its principal offices in AnnArbor, Michigan, represented in these documents by the Owner'sRepresentative.

q. Owner's Representative: The individual designated in writingby the Owner to receive all communications under the ContractDocuments and with the authority to bind the Owner withrespect to decisions made and actions taken pursuant to theContract Documents.

r. Throughout the Contract Documents, the terms "Owner","Contractor", "Architect/Engineer”, "Subcontractor", and "Sub-subcontractor", are treated as if each were of the singularnumber.

s. Project: The building or facility, improvement, alteration,addition or repair, the construction for which is contemplatedunder the Contract.

t. The word "similar" shall be considered as meaning that itemsin each case are to be separately designed, furnished and/orinstalled to suit conditions in a manner like or similar in

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all material respects to the example referred to and is not tobe construed as meaning identical.

u. Specifications: That portion of the Contract Documents consistingof the written requirements for materials, equipment, systems,standards and workmanship for the Work, and performance of relatedservices.

v. Standard General Conditions: That portion of the ContractDocuments consisting of these Standard General Conditions.

w. Subcontractor: A party having a direct contract with theContractor to perform a portion of the Work at the site orfurnish materials fabricated to a special design according tothe Contract Documents.

x. Sub-subcontractor: A party having a direct contract with aSubcontractor to perform a portion of the Work at the site orfurnish materials fabricated to a special design according tothe Contract Documents.

y. Substantial Completion: The point in time when the progressof the entire Work, or of designated portion(s) thereof, issufficiently complete and functional, in accordance with therequirements of the Contract Documents, to allow the Owner tooccupy or otherwise use the Work for the purposes for which itwas intended.

z. Supplementary General Conditions: That portion of theContract Documents consisting of modifications, amendments,additions, deletions or substitutions to the Standard GeneralConditions.

aa. Supplier: A party having a direct contract with theContractor or a Subcontractor or a Sub-subcontractor or alower tier subcontractor to furnish materials to the Projectwhich are not fabricated to a special design according to theContract Documents.

bb. The term "Work" refers to the construction required by theContract Documents whether completed or partially completed,performed by the Contractor, Subcontractor, Sub-subcontractoror other lower tiered subcontractors. Work refers to thefurnishing of labor, furnishing and incorporating materialsand equipment into the construction, and providing anyservices required by the Contract Documents to fulfill theContractor's obligation to complete the Project.

cc. Written notice shall be deemed to have been duly served ifdelivered in person to the individual or a representative ofthe organization for whom it is intended or if delivered at orsent by registered or certified mail or overnight deliveryservice to the last business address known to the persongiving notice.

ARTICLE 2: INTENT AND USE OF THE CONTRACT DOCUMENTS

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a. All the Contract Documents, including the Drawings andSpecifications, shall be signed in triplicate by the Owner andthe Contractor, at the time of the signing of the Agreement,if either so request.

b. The Contract Documents are complementary, and what is calledfor by any one shall be binding as if called for by all. Theintention of the Contract Documents is to include all labor,materials, equipment and transportation necessary for theproper execution of the Work and completion of the Project.Performance by the Contractor shall be required to the extentconsistent with the Contract Documents and reasonablyinferable from them as being necessary to produce the intendedresults.

c. Unless otherwise stated in the Contract Documents, words whichhave well-known technical or construction industry meaningsare used in the Contract Documents in accordance with suchrecognized meanings.

d. The organization of the Specifications into divisions,sections, and/or articles, and the arrangement of the Drawingsshall not dictate to the Contractor in any way how the Work isto be divided among Subcontractors, or establish the extent ofWork to be performed by any trade.

e. It is to be noted that, on certain Contract Documents, only aportion of the detail may be fully shown and the remainderindicated in outline, in which case the general detail shallbe understood as applying also to other like portions of theWork. For example, if case carving, ornament, facing, veneeror similar treatment is indicated by starting of the detail,such detail must be continued throughout the course of partsin which it occurs, and to all similar parts in the Projectwherever such general detail shall apply unless otherwisespecifically provided in the Contract Documents.

f. The submission of a proposal and/or the execution of theContract by the Contractor is a representation that theContractor has inspected the site of the Project and theproposed Work and has arrived at a clear understanding of theconditions under which the Work is to be done. The Contractorfurther represents that the conditions of the site and localeof the Work have been thoroughly compared with the ContractDocuments, and that local conditions affecting labor,materials, services, building codes, laws, ordinances andother aspects of the site or the Project which affect theexecution of the Work have been incorporated into theContractor's proposal. No Contract Sum adjustments orContract Time extensions will be made for Contractor claimsarising from conditions which were or could have beenobservable, ascertainable or reasonable foreseeable from asite visit or inquiry into local conditions affecting theexecution of the Work.

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g. Before undertaking each part of the Work, the Contractor shallcarefully study and compare the Contract Documents and checkand verify pertinent figures shown thereon and all applicablefield measurements. The Contractor shall promptly report inwriting to the Architect/Engineer, and the Owner, anyconflict, error, omission or discrepancy which the Contractormay discover and shall obtain a written interpretation orclarification from the Architect/Engineer before proceedingwith any Work affected thereby.

h. If the Contractor performs any construction activity havingactual knowledge that a conflict, error, omission or otherdiscrepancy exists, or should reasonably have known thereof,without having given notice to the Architect/Engineer and theOwner, or having proceeded without Architect/Engineer and Ownerauthorization, the Contractor shall be liable for such properperformance. However, the Contractor shall not be liable for thefailure to report any conflict, error, omission or discrepancy inthe Contract Documents, unless the Contractor had or should havehad actual knowledge thereof or should reasonably have knownthereof.

ARTICLE 3: ROUTINE OF BUSINESS

a. After award of the Contract, all business relating to the Workshall be transacted with or through the Architect/Engineerand/or the Owner as provided in Article 3 paragraph b hereof.

b. An outline procedure for the routine of business which is tobe followed will be established by the Owner, and distributedto the parties to the Contract as well as theArchitect/Engineer. Among other items outlined in the routineof business will be the identification of the Owner's andContractor's Representatives and those persons authorized torepresent the Architect/Engineer. The limits of each personsauthority will also be identified in the outline procedure forthe routine of business.

c. The Architect/Engineer shall furnish with reasonablepromptness, additional clarifications/instructions, ifrequired, by means of Drawings or otherwise, necessary for theproper execution of the Work. All such Drawings andinstructions shall be consistent with the Contract Documentsand reasonably inferable from them.

d. The Contractor shall perform the Work in accordance with theContract Documents, additional clarifications/instructions andsubmittals reviewed in accordance with Articles 5 and 6hereof.

e. No approvals, orders, instructions, or similar directionsconcerning any phase of the Contract shall be valid unlessgiven in writing by an authorized representative of theArchitect/Engineer, or the Owner's Representative, as the casemay be.

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ARTICLE 4: DRAWINGS AND SPECIFICATIONS FOR CONTRACTOR USE

a. Unless otherwise provided in the Contract Documents, theContractor will be furnished, free of charge, up to thirty (30)sets of Drawings and Specifications for use by all trades. TheContractor shall distribute such Drawings and Specifications tothe Subcontractors.

b. Any additional copies of Drawings and/or Specificationsrequested by the Contractor may be obtained at the cost ofduplication and shall be paid for by the Contractor.

c. All Drawings will be furnished in the form of blueprints onpaper. If the Contractor requires additional copies ofDrawings, the Contractor will apply to the Architect/Engineerand pay for the same rather than prepare or reproduce anytracings or details of the Work from the existing blueprints.The foregoing will avoid the possibility of error throughtracing or inaccurate reproductions, and will assure that allparties work from the same Drawings.

d. The Contractor may obtain copy of Drawings on sepia or otherreproducible material at the cost of production, if acceptableto the Architect/Engineer and the Owner.

ARTICLE 5: CONTRACTOR'S SHOP DRAWINGS

a. The Contractor shall furnish to either the Architect/Engineer,or the Owner, depending upon the routine of businessestablished in Article 3 hereof, all Contractor's,Subcontractors', Sub-subcontractors', and Suppliers' drawings,which shall be deemed to include shop drawings, catalog cuts,brochures, illustrations, material lists or submittals,equipment lists or submittals, performance data, diagrams,schedules and other data specially prepared for the Work,collectively defined here as Shop Drawings, which may berequired by the Contract Documents, requested by theArchitect/Engineer, or the Owner, or otherwise necessary forthe proper execution of the Work.

b. Shop Drawings, catalog cuts, brochures, performance data, andother submittals describing manufactured equipment must be“project specific”, clearly marked on every submission copy tofully define the intended model number, configuration andother applicable product information.

c. The Contractor shall submit all such Shop Drawings to theArchitect/Engineer, in the manner hereinafter described, insufficient time to prevent delays in delivery of materials orin the progress or completion of the Work, and in the order toassure the prompt and proper delivery of materials and/orequipment to the site at the time required to assure theproper and timely execution of the Work. Shop Drawings forcritical material deliveries shall indicate a reasonable datewhich the Contractor requests them to be reviewed and returnedby the Architect/Engineer.

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d. All Shop Drawings shall first be sent directly to theContractor, who shall keep a record of the Shop Drawings anddates of receipt. The Contractor shall check thoroughly allsuch Shop Drawings, including those prepared by theContractor, as regards to measurements, sizes of members,materials and all other details, to assure that they conformto the intent of the Contract Documents, and shall promptlyreturn to the Subcontractors and/or Suppliers, for correction,such of the Shop Drawings as are found inaccurate or otherwisein error. After the Contractor has checked and approved suchShop Drawings, the Contractor shall place thereon the date ofsuch approval and the legible signature of the individual whoreviewed such Shop Drawings and shall then submit them to theArchitect/Engineer for review. The quantity required and themanner of submission will be as required by the outlineprocedure for the routine of business. The Architect/Engineerreserves the right to refuse to check or review any ShopDrawings which are not submitted in compliance with theserequirements.

e. By approving and submitting Shop Drawings the Contractorrepresents that the Contractor has determined and verifiedmaterials, field measurements and field construction criteriarelated thereto, or will do so.

f. The Architect/Engineer will check and review the Contractor's,Subcontractors', and Suppliers' Shop Drawings within areasonable time after receipt thereof and will return them ashereinafter described, indicating by notation, or by writteninstructions, or other directions, any corrections, which inthe judgment of the Architect/Engineer, may be necessary tomeet the requirements of the Contract Documents. TheContractor shall then review such notations, instructions, ordirections, and if the Contractor concurs therein, shall makeor have made such corrections, and shall, when so noted on theShop Drawings or requested by the Architect/Engineer, resubmitcorrected Shop Drawings to the Architect/Engineer as soon aspossible, for final check and review. Such final check andreview by the Architect/Engineer of Shop Drawings so correctedand resubmitted will be limited to the corrections only, andthe Contractor, by such resubmission shall be held to haverepresented that such Shop Drawings contain no otheralterations, additions, or deletions, unless the Contractor,in writing, directs the Architect's/Engineer's specificattention to same. Should the Contractor question, or dissentfrom such notations, instructions, or directions, theContractor shall direct the Architect's/Engineer's attentionto same for further clarification before resubmitting same.Corrections or changes indicated on Shop Drawings shall not beconstrued as an order to perform extra work.

g. Each Shop Drawing, which details, by original line drawings,Work to be fabricated for the job, shall be submitted in theform of a transparency, suitable for reproductions plus ablueprint made therefrom. A clear space, 8 inch x 8 inch,

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shall be allowed on the Shop Drawings in the lower right handcorner for the placement of review and date stamps. Afterreview, the Architect/Engineer will obtain prints from thetransparency as required for use and will return the reviewedand noted, or corrected, transparency to the Contractor and acopy to the Owner. Transparencies returned for resubmissionor disapproved require the original Shop Drawing to becorrected and a new transparency reproduction with bluelineprint made therefrom submitted. Such procedure shall befollowed until review is final. The Contractor shall obtainand provide such number of prints from the final transparency,which carry the Architect's/Engineer's stamp of approval, asmay be required for distribution. This shall include theforwarding of one print each to the Architect/Engineer and theOwner for record, and necessary quantity of prints for theOwner's use.

h. All printed matter referred to in Article 5 paragraph ahereof, not addressed in Article 5 paragraph f hereof, shallbe submitted in quantities not less than that established inthe outline procedure for the routine of business.

i. The review of the Contractor's, Subcontractors', and SuppliersShop Drawings by the Architect/Engineer is for the limitedpurpose of checking for conformance with information given andthe design concept expressed in the Contract Documents. Thereview of such Shop Drawings is not conducted for the purposeof determining the accuracy and completeness of other detailssuch as dimensions and quantities, or for substantiatinginstructions for installation or performance of equipment orsystems, all of which remain the responsibility of theContractor under the requirements of the Contract Documents.The Architect/Engineer does not thereby assume responsibilityfor errors, omissions or deviations from the ContractDocuments contained in such Shop Drawings. Such errors,omissions or deviations from the Contract Documents must becorrected by the Contractor, irrespective of the receipt andreview of the Shop Drawings by the Architect/Engineer, andeven though the work is done in accordance with such ShopDrawings, unless such error, omission or deviation from theContract Documents is specifically called to theArchitect's/Engineer's attention, by the Contractor, in aseparate written letter of communication, at the time ofsubmittal and the Architect/Engineer has given writtenapproval of such error, omission or deviation. The review andsubsequent approval of Shop Drawings by the Architect/Engineershall not constitute approval of the Contractor's safetyprecautions, or construction means, methods, techniques,sequences, or procedures. The Architect's/Engineer's approvalof a specific item shall not indicate approval of an assemblyof which the item is a component.

j. When professional certification of performance criteria ofmaterials, systems or equipment is required by the ContractDocuments, the Architect/Engineer shall be entitled to rely

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upon the accuracy and completeness of such calculations andcertifications.

k. The Contractor shall maintain one (1) set of all Shop Drawingsreferred to in Article 5 hereof, at the Project site,accessible to the Architect/Engineer, or the Owner, orSubcontractors.

l. The Contractor shall, upon completion of the Work, furnish tothe Owner a complete set of record Shop Drawings, neatly boundtogether and in good condition, of all the Contractor's,Subcontractors', Sub-subcontractors' and Suppliers' ShopDrawings as finally reviewed by the Architect/Engineer withall modifications indicated by the Architect/Engineersubsequent thereto, showing the Work as actually completed.This requirement is a condition precedent to the Contractorreceiving final payment.

ARTICLE 6: CONTRACTOR'S SAMPLES

a. The Contractor shall furnish, to the Architect/Engineer forreview when requested, or when required by the ContractDocuments, samples of all materials and finishes to be used inthe execution of the Work. Such samples shall be ofsufficient size to be representative and shall be submitted insuch numbers as required before the Work is commenced and inample time to permit examination thereof. In all casessamples shall be submitted at least three (3) weeks prior towhen approval is needed to maintain the progress of theProject schedule. All materials furnished and finishesapplied to the Work shall be fully equal to the submittedsamples.

b. Unless otherwise directed, samples shall be submitted intriplicate, boxed or wrapped properly, each labeled with thename, type or brand of the materials, its place of origin,names of producer, and Contractor, and name of the Project forwhich the material is intended. All samples shall beforwarded to the Architect/Engineer with all shipping chargesprepaid.

c. The approval of samples is generally directed towardsestablishing quality, color and finish criteria, and does notmodify the requirements of the Contract Documents as todimensions or design.

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ARTICLE 7: OWNER'S OPTIONS

Reference in the Contract Documents to any article, device,product, material, fixture, form, process, or type construction byname, make, type or style shall be interpreted as establishing astandard of quality and shall not be construed as limitingcompetition. However, substitutions will only be consideredthrough the "Owner's Options" provisions as follows:

(a) where only one such name, make, type or style isspecified in any instance, whether or not followed by thephrase "or other approved", "or equal" or other words tothat effect, the Contractor's proposal shall be based onthe name, make, type, or style so specified; and

(b) where the Contract Documents mention more than one nameof Subcontractor, Supplier or process, or more than onename, make, type or style of article, material orequipment item, the Contractor's proposal shall be basedon one of the named makes, types or styles; and

(c) the Contractor's proposal shall clearly state, under theheading "Owner's Options," as provided therein, thenames, makes, types or styles which the Contractor maypropose other than those designated in the ContractDocuments together with the proposed cost adjustments,if any.

ARTICLE 8: RECORD DRAWINGS; O & M MANUALS AND INSTRUCTIONS

a. The Contractor shall keep one copy of all Contract Documents,in good order, at the Project site, available for review toall parties having rightful interest in the Project.

b. The Contractor shall keep note of all the deviations anddiscrepancies in the underground, concealed conditions andother items of construction and Work on field Drawings. Atthe completion of the Project the Contractor's notes on therecord field Drawings shall be neatly transcribed onto a cleanset of Drawings furnished by the Architect/Engineer. TheContractor shall submit the final record Drawings to theArchitect/Engineer for review.

c. Upon substantial completion of the project, the Contractorshall submit to the Owner the Contractor’s mechanical andelectrical coordination record drawings prepared duringconstruction by the Contractor. Examples of such drawingsinclude sheet metal ductwork drawings, piping drawings, fireprotection piping drawings, electrical raceway drawings, andthe like. Submission shall be on reproducible photo diazomylar, velum or sepia medium. When the Contractor producesdrawings by computer aided drafting, the Contractor shall alsosubmit their coordination drawings on electronic data filescompatable with MicroStation CADD computer software. All such

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documents shall contain the Owner’s Project Number foridentification purposes.

d. The Contractor shall bind and turn over to the Owner four (4)sets of manufacturers' warranties and operating and/ormaintenance manuals, instructions or schedules for allequipment and special materials requiring such. Such binderswill clearly categorize and index each piece of equipment andmaterial included, and shall be clearly marked noting “projectspecific” equipment, model numbers, and other applicableinformation. Such manuals will be collected and organized bythe Contractor and submitted to the Owner at one time, priorto the issuance of the certificate of Substantial Completion.

e. The submission of accurate record Drawings, ContractorCoordination Drawings and manufacturers' warranties andmaintenance and operating manuals by the Contractor areconditions precedent to the Contractor receiving finalpayment.

ARTICLE 9: OWNERSHIP OF CONTRACT DOCUMENTS AND MODELS

All of the Contract Documents and all models are the property ofthe Owner. They are not to be used on other work and are to bereturned to the Owner at the completion or cessation of the Work ortermination of the Contract. The Contractor may retain one recordset of Contract Documents. All other sets of Contract Documentsshall be accounted for by the Contractor and returned to the Owner.

ARTICLE 10: TEMPORARY UTILITIES; MATERIALS; QUALITY CONTROL;EMPLOYEES; ALLOCATION OF WORK

a. Unless otherwise stipulated, the Contractor shall provide andpay for all materials, labor, water, tools, equipment, light,power, transportation and other facilities necessary for theproper execution and completion of the Work. Including anytemporary heat necessary, any temporary utilities,scaffolding, bracing, barricades, structures and the like,necessary to perform the Work.

b. The Contractor warrants, unless otherwise expressly specifiedin the Contract Documents, that all materials and equipmentincorporated into the Work shall be new and that bothworkmanship and materials shall be of good quality and, ifpracticable, materials shall bear certification of quality.To the extent practicable, materials and equipment will bedelivered to the Project site in original containers orwrappings. Used materials or equipment will not be permittedto be incorporated into the Work without the written approvalof the Architect/Engineer and the Owner or unless specificallyallowed and called for in the Contract Documents. TheArchitect/Engineer, or the Owner reserves the right to haveany such improperly used materials or equipment removed fromthe Project site or completed Work whenever detected. Neitherthis right nor a decision made in good faith to exercise ornot exercise this right shall give rise to a duty or

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responsibility of the Architect/Engineer, or the Owner to theContractor, any Subcontractor, any Sub-subcontractor, anySupplier, any other person or organization performing any ofthe Work, or to any surety, to conduct inspections solely forthe purpose of detecting such used materials or equipment.The Architect's/Engineer's, or Owner's failure to detect suchused materials or equipment shall not relieve the Contractorof its obligations under this Article 10 paragraph b.

c. The term "Quality Control" refers to, but is not necessarilylimited to quality control program development, inspections,testing and associated requirements and activities of theContractor to ensure that the intended quality of the ContractDocuments is attained.

(c-1) Residual Contractor Responsibility: All inspection,testing and similar quality control provisions to beperformed by independent agencies and which are notindicated to be the Owner's responsibility, shall bethe Contractor's responsibility. The costs for theserequired services by independent testing laboratoriesare recognized to be included in the Contractor'sproposal. Unless noted otherwise or specificallyapproved by the Architect/Engineer and the Owner, alltests and inspections of Contractor's, Subcontractors'and Sub-subcontractors' Work, materials or equipmentshall be performed by independent agencies inaccordance with the requirements contained in paragraph(c-4) of this Article 10.

(c-2) Contractor's General Responsibility: No failure oftesting agencies, whether engaged by the Owner or theContractor, to perform adequate inspections or tests orto properly analyze report results, shall relieve theContractor of responsibility for the fulfillment of therequirements of the Contract Documents. Any testing bythe Owner is not intended to limit the Contractor'sregular quality control program. The Owner reservesthe right to conduct tests beyond those indicated to beconducted by the Owner in the Contract Documents.Neither this right to conduct tests beyond thoseindicated to be conducted by the Owner in the ContractDocuments nor a decision made in good faith to exerciseor not exercise this right shall give rise to a duty orresponsibility of the Architect/Engineer, or the Ownerto the Contractor, any Subcontractor, any Sub-subcontractor, any Supplier, any other person ororganization performing any of the Work, or to anysurety. The Owner's election not to exercise this rightshall not relieve the Contractor of its obligations toexecute the construction in accordance with therequirements of the Contract Documents.

(c-3) General Workmanship Standards: The Contractor shallcomply with recognized workmanship quality standardswithin the industry as applicable to each unit of Work.

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All references to standards whether for materials,processes, assemblies, workmanship, performance, orsimilar purpose shall mean, unless otherwise noted, themost recent available published version of suchstandard as of the date of the execution of theContract. When reference is made to standards, such isunderstood to be made a part of the Contract Documents,and to have the same effect as if fully reproducedtherein. It is a requirement that each category oftradesperson or installer performing the Work beprequalified, to the extent of being familiar withapplicable and recognized quality standards for thatcategory of Work, and being capable of workmanshipcomplying with those standards.

(c-4) Qualifications of Quality Control Agencies: Exceptwhere another qualification standard is indicated, andexcept where it is specifically indicated that the useof prime product manufacturers' test facilities isacceptable, the Contractor shall engage independenttesting laboratories complying with the "RecommendedRequirements for Independent LaboratoryQualifications", as published by the American Councilof Independent Laboratories, and specializing intype(s) of inspections and tests required.

(c-5) Where inspection and test reports and certificates arerequired by governing authorities, the Contractor shallprovide additional copies as required, and whererequired, shall send copies directly from theinspection or testing agency to the governingauthority. In addition, the Contractor shall providecopies of all such reports and certificates to theArchitect/Engineer and the Owner.

(c-6) The Contractor shall handle, store and protectmaterials and products, including fabricatedcomponents, by methods and means which will preventdamage, deterioration and losses including theft, andresulting delays, thereby ensuring the highest qualityresults as performance of the Work progresses. TheContractor shall control delivery schedules so as tominimize unnecessary long-term storage at the Projectsite prior to installation.

(c-7) Coordination with Owner's Agencies: The Contractorshall afford proper and safe access to the Workwherever it is in progress or preparation, andreasonable time in the construction sequence, for theOwner's, the Architect's/Engineer's, any testingagency's or other governmental or regulatory agency's inspections, tests or observations to be performed.The Contractor shall cooperate with the Owner and theOwner's agencies and provide incidental labor andservices needed for the removal and delivery of testsamples, and for inspections and taking measurements.

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The Contractor shall provide patching and restorationservices where test samples have been removed,complying with individual technical sections of theContract Documents. Except for specialized laboratorysampling equipment, and except as otherwise indicated,the Contractor shall supply and operate tools andconstruction equipment at the Contractor's expense asneeded to obtain test samples from the Work, includingcutting devices for sawing, drilling, flame-cutting,coring and similar operations, and shall assistagencies in labeling and packaging of test samplesremoved from the Work. All patching of the Worknecessitated by testing called for in the ContractDocuments shall be performed by the Contractor at theContractor's expense, except as required by Article 21paragraph g hereof.

(c-8) Testing agencies, regardless of whether they areengaged by the Owner or the Contractor, are notauthorized to change or modify or negate requirementsof the Contract Documents. Each agency shallcoordinate its assigned work with the constructionschedule as maintained by the Contractor and shallperform its work promptly so as not to delay the Work.The Contractor shall give reasonable notice to theOwner or the Owner's testing agencies as to whentesting or inspections are required. Observances, byagencies, having bearing on the Work shall be reportedto the Contractor and Architect/Engineer in the mostexpeditious way possible, and shall be recorded inwriting to the Contractor, Architect/Engineer and theOwner. Agency personnel shall not interfere with orassume the duties of the Contractor.

(c-9) Reports: The testing or inspection agency shallprepare reports of inspections and laboratory tests,including analysis and interpretations of test resultswhere applicable. The agency shall properly identifyeach report and, where required, provide the agency'scertification of test results. The agency shalldescribe test methods used, and compliance withrecognized test standards, if any. The agency shallcomplete and submit these reports at the earliestpossible date in each case to the Contractor,Architect/Engineer and the Owner.

(c-10) Pre-Installation Conferences: Well in advance of theinstallation of every major unit of Work which requirescoordination with other Work, the Contractor shall meetat the Project site with the installers andrepresentatives of the Suppliers who are involved in oraffected by the unit of Work, or in its coordination orintegration with other Work which has preceded or willfollow. At each meeting, the Contractor shall reviewprogress of other Work and preparations for theparticular Work under consideration, including

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requirements of the Contract Documents, options,related Modifications, purchases, deliveries, ShopDrawings, product data, quality control samples,possible conflicts, compatibility problems, timeschedules, weather limitations, temporary facilities,space and access limitations, structural limitations,governing regulations, safety, inspection and testingrequirements, performance results, recordingrequirements, protection, and similar considerations.The Contractor shall record significant discussions ofeach conference and agreements and disagreements alongwith the final plan of action to be taken. TheContractor shall distribute records of each meetingpromptly to everyone concerned, including theArchitect/Engineer and the Owner.

(c-11) The Contractor shall not proceed with a specificcomponent of the Work if the associated pre-installation conference cannot be concludedsuccessfully. If required the Contractor shallimplement actions to resolve impediments to theperformance of the Work, and shall reconvene the pre-installation conference at the earliest date feasible.

(c-12) Installers Inspection of Conditions: The Contractorshall require the installer of each major unit of Workto inspect that portion of the Project to receive theWork, and conditions under which the Work will beperformed, and to report any unsatisfactoryconditions, in writing, to the Contractor, theArchitect/Engineer and the Owner. The Contractor shallprovide copies of each such report to theArchitect/Engineer and the Owner. The installer shallnot proceed with the Work until all unsatisfactoryconditions have been corrected in a manner acceptableto the installer.

(c-13) Manufacturers' Instructions: Where installationsinclude manufactured products, the Contractor shallcomply with the manufacturer's applicable instructionsand recommendations for installation. To whateverextent the manufacturer's instructions are moreexplicit than applicable requirements found in theContract Documents, the manufacturer's instructions andrecommendations shall govern.

(c-14) The Contractor shall inspect each item of material orequipment immediately prior to installation and rejectdamaged and defective items.

(c-15) The Contractor shall provide attachment and connectiondevices and methods for securing Work properly as it isinstalled, true to alignment and elevation, and withinrecognized industry tolerances, if not otherwiseindicated. The Contractor shall: allow for expansionsand building movements; provide uniform joint widths

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in exposed Work, organized for best possible visualeffect, acceptable to the Architect/Engineer.

(c-16) The Contractor shall recheck measurements anddimensions of the Work as an integral step of startingeach installation.

(c-17) The Contractor shall install Work during conditions oftemperature, humidity, exposure, forecast weather, andstatus of Project completion which will ensure bestpossible results for each unit of Work, in coordinationwith the entire Work. The Contractor shall isolateeach unit of Work from non-compatible Work, as requiredto prevent deterioration.

(c-18) The Contractor shall coordinate the enclosure andclosing-in of the Work which requires inspections andtests, so as to avoid the necessity of uncovering Workfor that purpose.

(c-19) Mounting Heights: Except as otherwise indicated, theContractor shall mount individual units of Work atindustry recognized standard mounting heights forapplications indicated. The Contractor shall referquestionable mounting height choices to theArchitect/Engineer and the Owner for final decision.The Contractor shall comply with the Owner's and theState of Michigan's requirements for physicallyhandicapped mounting heights.

(c-20) The Contractor shall adjust, clean, lubricate, restoremarred finishes and protect installed Work to ensurethat it will remain without damage or deteriorationduring the remainder of the construction period.Unless otherwise specified by the Contract Documents,all Work is to be thoroughly cleaned prior to itsbeing turned over to the Owner. This includesdusting, window cleaning, floor cleaning and all otheroperations associated with the proper cleaning of theWork. Waxing or buffing floors shall be performedwhen required by the Contract Documents.

d. The Contractor shall at all times enforce strict disciplineand good conduct among all employees engaged, directly orindirectly by the Contractor, to perform portions of the Work,and shall not allow on the Work any unfit person or anyone notskilled in the Work assigned. The Contractor, in all cases,shall be responsible for the actions, inactions and omissionsof all employees engaged, directly or indirectly, to performportions of the Work.

e. The Contractor shall classify and allocate the furnishings ofmaterials and the performance of labor to the various tradesinvolved in accordance with local custom, rules,jurisdictional awards, regulations, decisions, and the like,insofar as the same may be applicable to the Work, regardless

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of the classification by sections or trades as they appear inthe Contract Documents. The Contractor, in all cases, shallbe responsible for the actions, inactions and omissions ofSubcontractors, Sub-subcontractors, Suppliers, their agentsand employees, and any other person or entity employed orperforming portions of the Work under a contract with theContractor or a party to a contract between the Contractor,Subcontractors, Sub-subcontractors or Suppliers.

f. Reference is made to Article 21 hereof for additionalinformation concerning testing and inspections.

ARTICLE 11: ROYALTIES AND PATENTS

The Contractor shall pay all royalties and license fees. TheContractor shall defend all suits or claims for infringement of anypatent rights and shall save the Owner harmless from loss onaccount thereof.

ARTICLE 12: SURVEYS, PERMITS AND REGULATIONS

a. The Owner, where applicable, shall furnish surveys describingcertain physical characteristics of the Project site. TheContractor shall be responsible for and shall pay for allsurveys required to establish building alignment andelevations. The Architect/Engineer, or the Owner shalleither provide or direct the Contractor to reference pointsfor the Contractor to rely upon in order to establishrequired alignment and elevations. The Contractor shall beresponsible for protecting and preserving these referencepoints.

b. Permits and licenses necessary for the execution of the Workshall be secured and paid for by the Contractor. Unlessotherwise specified, the Owner shall secure and pay for anyrequired general building permit and any applications,governmental or jurisdictional approvals and easements forpermanent structures or permanent changes in existingfacilities.

c. The law of the State of Michigan, to the extent applicable,shall govern all construction under this Contract.

d. When the Contract Documents require the Work or any part ofthe Work to be done on public or private property, other thanthe Owner's property, the Contractor shall secure a permit,license or temporary easement and give adequate notice to themunicipality and/or any other agency having jurisdiction overit. The Work shall be carried out in accordance with thelaws, ordinances, rules and regulations, and to thesatisfaction of each municipality, agency or department havingjurisdiction. If the Contractor observes that the ContractDocuments are at variance therewith, the Contractor shallpromptly notify the Architect/Engineer, in writing, and anynecessary Contract changes shall be made as provided in theContract Documents for changes in the Work. If the Contractor

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performs any Work knowing it to be contrary to such laws,ordinances, rules and regulations, and without such notice tothe Architect/Engineer, the Contractor shall bear all costsarising therefrom.

e. The Contractor shall comply with the State of Michigan SoilErosion and Sedimentation Control Act (1972 PA347 as amended)and other State public acts which apply to the Owner'sProject.

f. Where the Contract Documents require the Work or any parts ofthe Work to be above the standards required by law, such Workshall be completed in accordance with the requirements of theContract Documents.

g. All Contractors performing plumbing or electrical work onproperty owned or operated by The Regents of the University ofMichigan are required to contact the Construction InspectionOffice in the Construction Management Office of the Universityprior to starting work, to arrange for University Inspectioncoordination and consultation with the Contractor. The Ownerprovides, at no charge to the Contractor, plumbing andelectrical inspections by the Owner's personnel, for all Workperformed on the Owner's property or on the Owner'sfacilities. Such inspections are on a periodic basis whencalled for by the Contractor and are for the purpose ofdetermining if the Work is in compliance with applicablecodes. In all cases, the Contractor shall call for suchinspections prior to the Work being concealed and in no caseafter final acceptance of the Work. If required for properinspection to occur, the Contractor shall uncover the Work, atthe Contractor's expense.

ARTICLE 13: PROTECTION OF WORK AND PROPERTY; SAFETY

a. The Contractor shall continuously maintain adequate protectionof all Work from damage and shall protect the Owner's propertyfrom injury or loss arising in connection with the executionof the Contract. The Contractor shall make good any suchdamage, injury or loss at no cost to the Owner, except such asmay be directly caused by agents or employees of the Owner.The Contractor shall adequately protect the Work and adjacentproperty as required by law, by the Contract Documents, or asotherwise required, to cause no damage to the Work andadjacent property during the execution of the Contract. Thisrequirement shall also apply to structures above and belowground as conditions of the site require.

b. The Contractor shall be solely responsible for initiating,maintaining and supervising all safety precautions andprograms in connection with the performance of the Contract.The Contractor shall take all necessary precautions for thesafety of employees and visitors on the site of the Projectand shall comply with applicable provisions of federal, state,and municipal safety laws and building codes to preventaccidents or injury to persons on, about or adjacent to the

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premises where the Work is being performed. The Contractorshall erect and properly maintain at all times, as required bythe conditions and progress of the Work, all necessarysafeguards for the protection of workers and the public. TheContractor shall post danger signs warning against the hazardscreated by such features of construction such as protrudingnails, hoists, holes, elevator hatchways, scaffolding, windowopenings, stairways, falling material and other such features.The Contractor shall designate a member of its organizationwhose responsibility will include the administration of theContractor's safety program, and the prevention of accidents.The name and position of this person shall be reported to theArchitect/Engineer and the Owner at the start of the Work andshall not be changed unless notice is given to theArchitect/Engineer and the Owner.

c. Asbestos: Whenever during the course of doing the Work theContractor, Subcontractors or Sub-subcontractors encounterasbestos, the Contractor shall immediately notify theArchitect/Engineer and the Owner. Whether directed under theoriginal Contract Documents or directed by means of a Contractchange, the Contractor shall subcontract with an asbestosabatement contractor, licensed by the State of Michigan toperform such work, and such asbestos abatement contractorshall handle, remove and dispose of the asbestos or anymaterials containing asbestos strictly in accordance withapplicable rules and guidelines specified by the University ofMichigan Department of Occupational Safety and EnvironmentalHealth, MIOSHA, OSHA, E.P.A., Clean Air Act and otherapplicable laws. The Contractor shall take all necessaryspecial precautions and actions to protect workers,Subcontractors, Sub-subcontractors, Owner's representatives,the general public, the building and the structure fromexposure to asbestos.

d. In an emergency affecting the safety of life or of the Workor of adjoining property, the Contractor, without specialinstruction or authorization from the Architect/Engineer, orthe Owner, shall act, at the Contractor's discretion, toprevent such threatened loss or injury. In an emergency, whendirected by any authority, the Contractor shall act, withoutappeal. Any compensation, claimed by the Contractor on theaccount of emergency work, shall be determined in accordancewith the provisions contained in Article 15 hereof.

e. The Contractor shall substantially brace and hold in place thevarious parts of the structure and adjoining structures thatcannot be maintained in their final positions with stabilityuntil other connecting or abutting parts or members areconstructed and permanently secured. The Contractor shallprotect the Project against all damage from the elements,overloading of the structure, and undermining or displacementdue to conditions of the site or due to any other methods ofconstruction.

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f. The Work shall be executed in a manner which will cause aslittle inconvenience as possible to the Owner in the Owner'suse of the property and existing facilities and structures.Where applicable the Contractor shall provide and maintainadequate, dust tight, protective coverings, enclosures andbarricades about the Work and shall keep the same in repairthroughout the entire Work. Enclosures of appropriate firerated construction shall be installed, by the Contractor,where necessary to divide the Work area from the Owner'soccupied areas, all as a part of the Contract requirements.

g. All temporary work, of every nature, shall be dismantled andremoved from the Owner's premises.

h. The use of disposal of flammable liquids or other combustiblematerials shall be handled in accordance with establishedrules and regulations.

i. No explosives will be permitted on the Owner's premises,unless written permission is given by the Owner, not less thanseventy two (72) hours in advance of the time of delivery ofsuch explosives. All risks, regardless of the Owner'sapproval, associated with the storage, handling and use ofexplosives are solely borne by the Contractor, as are anycosts associated with damages, injuries or losses arising outof the use of such explosives.

ARTICLE 14: SUPERINTENDENCE; SUPERVISION; DAILY REPORTS;COOPERATION

a. The Contractor shall keep on the Project, at all times duringthe progress of the Work, a competent full time Superintendentand any necessary assistants, all satisfactory to theArchitect/Engineer, and the Owner. The Superintendent shallbe located at the Project site unless otherwise approved bythe Owner. The Superintendent shall represent the Contractorand all directions, directives, notices and othercommunications given by or to the Superintendent shall be asbinding as if given by or to the Contractor. TheSuperintendent shall remain on-site daily until fullcompletion of the entire Work, including “punch list” Work.

b. If the Contractor’s Superintendent and/or any otherContractor’s employee(s) prove(s) unsatisfactory to theArchitect/Engineer or the Owner, upon request from the Ownersuch Superintendent or employee(s) shall be promptly replacedby the Contractor. Refer also to Article 41 hereof, entitled“Subcontracts”.

c. The Contractor shall supervise and direct the Work, using theContractor's best skill and attention. The Contractor shallbe solely responsible for and have control over theconstruction means, methods, techniques, sequences andprocedures and for coordinating all portions of the Work underthe Contract.

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d. The Contractor and each Subcontractor and Sub-subcontractorshall cooperate with each other and with any separatecontractors or persons employed by the Owner. Each of theseparties shall correlate their Work and activities with theWork of others, and in the case of disagreements as to theproper procedure, sequence of Work, use of space,responsibility for damage, or other matters related to theWork, the parties involved shall abide by theArchitect's/Engineer's decision as to the procedure to befollowed.

e. The Contractor shall keep and forward a report of dailyprogress to the Architect/Engineer, and the Owner. The reportshall include, but not be limited to, the number of workers bytrade and/or Subcontractor or Sub-subcontractor on theProject, indicating where on the Project each was working andwhat Work activity was performed. The report will alsoaddress and record the delivery of major materials andequipment to the site, accidents of any nature and theseverity of each occurring on the Project, the dailytemperature and weather, visitors to the site, and inspectors,testing agencies or other authorities on the Project site.The Contractor's daily progress report will also note anyvariances between the requirements of the Contract Documentsand the actual construction of the Work.

ARTICLE 15: EXTRA WORK AND CHANGES IN THE WORK

a. The Owner, without invalidating the Contract and withoutnotice to any surety, may at any time order extra Work or makechanges by altering, adding to or deducting from the Work, theContract Sum being adjusted accordingly. All such Work shallbe authorized by a written Change Order or other writtenModification from the Owner. Upon receipt of such an orderthe Contractor shall promptly proceed with the Work involved.All such Work shall be executed under the conditions of theoriginal Contract.

b. When so directed, the Contractor shall promptly submit anitemized estimate and a proposal or unit prices and a proposalfor performing or deleting such extra or changed Work. Anyextensions or reductions of the Contract Time associated withextra or changed Work shall be identified at the time theContractor submits such proposal, as required by Articles 17and 18 hereof, which address adjustments to the Contract Time.

c. Adjustments in the Contract Sum shall be determined by one ormore of the following methods:

Method No. 1 - By mutual acceptance of a lump sum proposal,including overhead and profit, itemized and supported bysufficient substantiating data to permit evaluation.

Method No. 2 - By unit prices stated in the Contract orsubsequently agreed upon, subject to the provisions containedin Article 15 paragraph h hereof.

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Method No. 3 - On the basis of the actual cost of the Work asprovided for in Article 15 paragraphs e and f hereof, plus aContractor's fee for overhead and profit as determined byArticle 15 paragraph g hereof. The Contractor shall keep andpresent in such a form as the Architect/Engineer or the Ownermay direct, an itemized accounting, together with supportingdata and vouchers, of all costs associated with the extra orchanged Work.

d. In the event that the Owner and Contractor are unable to agreeto the extent of the Contract Sum adjustment, the Contractor,upon written direction from the Architect/Engineer and theOwner shall proceed with the Work as ordered in Article 15paragraph a hereof; in such case the Contract Sum adjustmentsshall be made in accordance with Method No. 3 above. TheContractor, upon the receipt of such a directive, shallpromptly proceed to carry out the extra or changed Work.

e. The term Cost of the Work means the sum of all costsnecessarily incurred and paid by the Contractor in the properperformance of the Work. All such costs shall be in amountsno higher than those prevailing in the locality of theProject. The following costs shall constitute the recoverableCost of the Work to which the Contractor is entitled whenperforming extra or changed Work, or making any other claimfor a Contract Sum adjustment. These costs will also form thebasis for the Contractor's recoverable costs which areassociated with extensions of the Contract Time caused byextra or changed Work, or other cause solely within thecontrol of the Architect/Engineer, or the Owner, and which arefurther substantiated by the Contractor in accordance with therequirements of Article 18 hereof.

(e-1) Payroll costs for employees of the Contractor directlyemployed in the physical performance of the Work.Payroll costs for employees not directly employed inthe physical performance of the Work, such asSuperintendents and foremen, are recoverable to theextent that additional supervision or staffing isspecifically required to be added for the properexecution of the Work. Percentage add-ons, or othercosts, for employees not directly employed in thephysical performance of the Work shall not be allowedunless the Contractor establishes that such employeesare or were required for the proper execution of theWork and further that such employees were actuallyadded to the Contractor's Project staff, or their timeon the Project was extended as a result of the extra orchanged Work. Payroll costs shall include salaries orwages paid plus the cost of itemized fringe benefits,including social security contributions, unemploymentand workers’ compensation insurance, and vehicleparking costs. The payroll costs associated withpremiums paid for performing the Work after regularhours, on weekends or holidays shall be allowed only to

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the extent that these are previously authorized andapproved by the Owner.

(e-2) Costs of all materials and equipment furnished andincorporated into the Work by the Contractor, includingcosts of transportation, and storage where applicable.All trade discounts, rebates and refunds and allreturns from sales of surplus materials and equipmentshall accrue to the Owner.

(e-3) Payments made by the Contractor to Subcontractors forWork performed. Subcontractors recoverable costs shallbe determined in the same manner as the Contractor's.If required by the Owner, the Contractor shall obtaincompetitive bids from Subcontractors acceptable to theContractor and the Owner and will subcontract withthose accepted by the Owner.

(e-4) Sales, consumer, use or similar taxes related to theWork, and for which the Contractor is liable, or areotherwise imposed by laws and regulations.

(e-5) Construction equipment costs of Contractor's equipmentor rental costs from others; hourly, daily, weekly ormonthly rates will be applied where appropriate.

(e-6) Other supplemental costs which are substantiated by theContractor as specifically being required for theproper execution of the extra or changed Work, unlessspecifically prohibited by Article 15 paragraph fhereof.

f. The Contractor's recoverable Cost of the Work shall notinclude any of the following costs when performing extra orchanged Work, or in making any other claim for a Contract Sumadjustment, including any claims associated with extensions ofthe Contract Time.

(f-1) Payroll costs and other compensation of theContractor's officers, executives, principals, generalmanagers, project managers, construction managers,engineers, architects, estimators, attorneys, auditors,accountants, purchasing or contracting agents,expediters, clerks, or any other employees or agentswho are not specifically employed full-time on theProject. Those employees or agents not employed full-time on the Project are to be considered asadministrative costs which are covered by theContractor's fee. Exceptions to this requirement willonly be made on a case-by-case basis, each of whichshall require prior Owner authorization and approval.

(f-2) Expenses of the Contractor's principal and branchoffices other than the Contractor's office located onthe Project site.

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(f-3) Any part of the Contractor's capital expenses,including interest on Contractor's capital employed forthe Work and charges against Contractor for delinquentpayments.

(f-4) Cost of premiums for the extension of any bonds orinsurance coverage required to be secured by theContractor by the Contract Documents.

(f-5) Costs associated with Work arising from the one yearcorrection of the Work period, warranties, orguarantees which are required by the ContractDocuments.

(f-6) Additional vehicle parking costs which exceed theparking reimbursement allowable within the payrollcost. (See paragraph f-1 above.)

(f-7) Any other supplemental costs which are notsubstantiated by the Contractor as specifically beingrequired for the proper execution of the extra orchanged Work.

g. When using Methods 1 and 3 of paragraph c. above, theContractor's fee for overhead and profit shall be determinedas follows:

(g-1) The Contractor will be allowed a maximum fee of fifteen(15) percent for the Costs of the Work performed withthe Contractor's own forces. The Contractor will beallowed a maximum fee of seven and one half (7-1/2)percent for the Costs of the Work performed bySubcontractors or for other services rendered bypersons or entities not employed by the Contractor.Subcontractors will determine their fee in the samemanner as the Contractor.

(g-2) The Contractor will not be allowed a fee for overheadand profit on the premium time wages paid for overtime,shift time or other similar types of Work conditionswhich premium time wages may be paid. The feesidentified in Article 15 paragraph (g-1) above shallapply to the base wages only.

(g-3) Where an extra or change in the Work results in adeduction in the Contract Sum only, the net decrease inthe Contract Sum will be the amount of the deductiononly. Where an extra or a change in the Work involvesboth deductions and additions to the Contract Sum,Contractor fees will be applied to the net increase, ifany, of such extra or changed Work.

h. Actual quantities and classifications of unit price Work shallbe submitted by the Contractor to the Architect/Engineer andthe Owner. All such quantities and classifications shall besubject to review and approval by the Architect/Engineer and

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the owner. The Architect/Engineer, or the Owner, may makeindependent measures of Work completed to verify theContractor's reported quantities or classifications. Theestimated quantities of items of unit price Work, identifiedin the Contract Documents, are not guaranteed and are solelyfor the purpose of comparison of bids and determining aninitial Contract Sum. Where the quantity of any item of unitprice Work differs by twenty (20) percent or more and ismaterially and significantly different from the estimatedquantity included in the Contract and there is nocorresponding adjustment with respect to any other item ofWork, the Contractor or the Owner may make a claim for anadjustment in the unit price, and corresponding Contract Sum,in accordance with Article 43 paragraph b hereof, if theparties are unable to agree to such adjustments. Each unitprice will be deemed to include an amount, in addition to theCost of the Work, adequate to cover the Contractor's overheadand profit.

i. If notice of any extra Work or change in the Work affecting thegeneral scope of the Work or the provisions of the ContractDocuments is required by the provisions of any bond, to begiven to any surety issuing such bonds, the giving of any suchnotice shall be the Contractor's sole responsibility.

j. In giving instructions, the Architect/Engineer, or the Owner,shall have the authority to order minor changes in the Worknot involving adjustments to the Contract Sum or the ContractTime and not inconsistent with the intent of the ContractDocuments. Such instructions shall be given in writing. TheContractor shall carry out such written order promptly.

k. The Contract Sum may only be adjusted by a written ChangeOrder or written Modification; no claim for adjustments tothe Contract Sum will be valid unless so ordered.

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ARTICLE 16: CONCEALED CONDITIONS AND EXISTING UTILITIES

a. If the Contractor encounters physical conditions at the sitewhich differ materially from those indicated by the ContractDocuments or which differ materially from those ordinarilyencountered and generally recognized as inherent to the Workof the character required by the Contract Documents, theContractor shall, within seven (7) calendar days of the firstobservance of differing conditions, and before such conditionsare further disturbed, notify the Architect/Engineer, and theOwner of such differing conditions. The Contractor shall notproceed with such differing work after first observance ofdiffering physical conditions, except in an emergency. In nocase will the Contractor's claim be allowed if the noticeprovision, and work stoppage requirements of this paragraphare not adhered to. In no case will the Contractor's claim beallowed after final payment of this Contract.

b. In all cases where underground utilities are shown to exist onthe Contract Documents, the Contractor shall have suchlocations verified by the appropriate authority, prior tocommencing any Work in the vicinity of such undergroundutilities. Any costs associated with these verificationsshall be borne by the Contractor. Any damage or lossresulting from the Contractor's failure to comply with thisrequirement shall be borne solely by the Contractor. Specificreference to the Contractor's obligation contained in Article2 paragraph f, g and h hereof is made here.

c. In those instances where utilities are not shown to be presenton the site by the Contract Documents, the Contractor isnonetheless required to contact those authorities which havejurisdiction over utilities which may be encountered in theContractor's performance of any of the Work. The Contractoris required to verify that these utilities will not beencountered. Any costs associated with these verificationsshall be borne by the Contractor. If it is discovered thatutilities will be encountered the Contract Documents will berevised as required.

d. If the Architect/Engineer and the Owner, upon an investigationof the alleged differing conditions, determines that theymaterially differ from the requirements of the ContractDocuments, or if the actual location of any utility materiallydiffers from that indicated by the Contract Documents, or ifit is discovered that utilities will be encountered which werenot shown by the Contract Documents and in each case if theconditions encountered materially increases or decreases theContractor's costs or time associated with the performance ofthe Contract, a Contract Sum and/or Contract Time adjustmentwill be made to the Contract in accordance with Articles 15,17 and 18 hereof.

e. In all cases involving utilities, it shall be the Contractor'sresponsibility to coordinate the Work with the owners of such

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utilities, for the protection of such utilities and for thesafety associated with working with or in the vicinity of suchutilities, unless specifically stated otherwise in theContract Documents. Any reference to the Owner beingresponsible for the coordination of, the paying for, or therelocation of a utility or associated equipment, which it doesnot own or control, requires only reasonable efforts by theOwner to coordinate such activity. In no case will the Ownerbe responsible for delay costs associated with: theContractor's failure to coordinate these activities; or forthe untimely response of the authorities having control overthese utilities, unless the owner of the utility is the Ownerwith the contractual responsibility to relocate such, in whichcase the Owner will be afforded a reasonable time to relocatesuch utilities. The Contractor is not precluded fromreceiving a Contract Time extension, if delayed, if theowners' of utilities respond in an untimely manner.

ARTICLE 17: DELAYS AND EXTENSION OF TIME

a. If the Contractor is delayed at any time in the progress ofthe Work by any act or neglect of the Owner, or theArchitect/Engineer, or of any employee of either acting withintheir limits of authority, or by any separate contractoremployed by the Owner, or by changes ordered in the Work, orby strikes, lockouts, fire, unusual delay in transportation,unavoidable casualties or any causes beyond the Contractor'scontrol, then the Contract Time shall be adjusted by ChangeOrder for such reasonable time as the Architect/Engineer andOwner may determine. The Contract Time may be changed byChange Order or written Modification only.

b. The Contractor shall take all reasonable efforts to minimizethe effect of any delay to the Work.

c. Any claim for an adjustment to the Contract Time by theContractor must be made in writing to the Architect/Engineerand the Owner promptly, and in no case later than twenty one(21) calendar days after the occurrence of the event givingrise to the claim. Notice of the extent of the claim andsupporting data shall be submitted within thirty (30) calendardays of the event giving rise to the claim. In the case of acontinuing delay, only one claim is necessary. In the case ofa recurrence of a delay of similar nature after a Change Orderhas been issued, consideration for time extensions will begiven only if additional time extensions are requested inaccordance with the requirements of this Article 17 paragraphc. No claim for an adjustment to the Contract Time will beconsidered as valid if not submitted in accordance with therequirements of this Article 17 paragraph c.

d. Only those delays which are solely within the control of theArchitect/Engineer, or the Owner shall give rise to a claim,by the Contractor, for an adjustment in the Contract Sum.

ARTICLE 18: CONSTRUCTION SCHEDULES

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a. The Contractor shall submit within twenty (20) calendar daysafter the Notice to Proceed, a schedule fixing the dates for:the submission of Shop Drawings, samples and other requiredsubmittals; the beginning of manufacturing of associatedcomponents; the delivery of such components to the site; andthe installation of such components into the Work.

b. The Contractor shall also submit within thirty (30) calendardays after the receipt of the Notice to Proceed, a monthlypayment cash flow schedule of anticipated progress paymentsfor the project duration, based upon the Contractor’s plannedprogress of the Work.

c. In all cases, these schedules required in paragraphs a and babove shall be submitted prior to the first submission of anapplication for payment by the Contractor.

d. The Contractor is to utilize Critical Path Method (CPM)scheduling techniques in the preparation of the schedulesrequired in paragraphs a and b above.

e. The Contractor is responsible for the completeness of theschedule. The Contractor shall confirm in writing, with eachsubmission of the schedule, that the Contractor has reviewedthe schedule with Subcontractors and Suppliers and hascoordinated and allowed for the lead times associated with thedelivery of materials or equipment required for the properprogress of the Work, taking into consideration therequirements of Article 5 and 6 thereof.

f. The schedule shall allow for and depict the following:

(f-1) local weather conditions;

(f-2) local jurisdictional or other work restrictions;

(f-3) specific restrictions, constraints and Contractcompletion dates stipulated in the Contract Documents;

(f-4) intermediate completion dates stipulated in theContract Documents;

(f-5) time for needed approvals by the Owner, Architect/Engineer,or other agency or authority;

(f-6) Owner, Architect/Engineer, or other agency or authorityinspections and/or tests where required by the ContractDocuments;

(f-7) the work of separate contractors or the Owner asrequired and provided for by Article 39 hereof;

(f-8) necessary resources to accomplish the Work within theContract Time;

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(f-9) other information that may be provided by theArchitect/Engineer or the Owner; and

(f-10) a legend for each report or chart which clearlyidentifies how to interpret each.

g. The sequence of activities in the schedule will reflect theContractor's intended approach to the execution of andcompletion of the Work. The schedule shall be broken intowork areas to provide for a clear identification of theplanned progress of the Work. Unless impracticable to do so,the duration of each activity will not be greater than twenty(20) working days. All durations shown will be in workingdays.

h. The Owner's or the Architect's/Engineer's review of schedulesshall not constitute or imply the acceptance of or relieve theContractor of the responsibility for the means, methods,sequences, techniques or procedures used in the performance ofthe Work.

i. The schedules as described in this Article 18 shall representthe Contractor's plan for organizing, directing, managing,controlling, staffing and executing the Work required by theContract Documents. The Owner will rely on such schedules tocoordinate and otherwise plan the work of the Owner,Architect/Engineer, or other separate contractors, and toevaluate progress for payment purposes or other purposes asdescribed in the Contract Documents.

j. The Contractor's requests for time extensions or damages dueto delay will only be considered where it is established bythe Contractor, using accepted scheduling techniques, that theProject's contractual intermediate or Contract completiondates have been impacted by the alleged issue causing thedelay. This does not preclude the Contractor's right tofinish the Project early; it does explicitly establish thecondition precedent upon which the Contractor shall beentitled to time extensions or delay damages. Where timeextensions are substantiated as required by this Article 18paragraph j, the contractual completion dates shall be amendedby a Change Order. The amended completion dates shall be usedto evaluate future requests for time extensions. The finalschedule depicting all granted time extensions shall be usedby the Owner in assessing Owner damages for delay.

k. All slack time in the schedule shall be shared by the Ownerand Contractor or otherwise used for the benefit of theProject.

l. The Contractor shall be required to update the schedule on amonthly basis. The updated schedule shall reflect the statusof the Project's progress at the date of update and theContractor's planned progress of remaining portions of theWork.

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m. The updated schedule will identify the actual start and finishdates of all activities completed and the actual start date andremaining duration of all activities in progress.

n. At the completion of the Work and as a condition precedent tofinal payment to the Contractor, the Contractor shall submittwo (2) copies of the final updated schedule to the Owner.

o. If it is apparent that the Contractor will not meet thecontractual completion dates, as amended by change orders, theContractor will take the following actions:

(o-1) Increase construction manpower in such quantities andcrafts as will substantially eliminate the cause ofsuch delay,

(o-2) Increase the number of working hours per shift, shiftsper working day, working days per week, or the amountof construction equipment, or any combination of these,until the cause of such delay is substantiallyeliminated,

(o-3) Reschedule activities to achieve maximum practicalconcurrence of scheduled activities.

The Contractor agrees that such actions will be taken promptlyand without additional costs to the Owner.

ARTICLE 19: CLAIMS FOR ADDITIONAL COSTS

If the Contractor makes a claim for an increase in the Contract Sumarising out of an action or inaction on the part of theArchitect/Engineer, or the Owner, or other reasonable grounds, theContractor shall give written notice, stating the nature and theamount of the claim within twenty one (21) calendar days after theevent giving rise to such claim and prior to proceeding with theWork involved, except in an emergency endangering life or property.Such written notice shall be made to the Architect/Engineer, andthe Owner. No such claim shall be valid unless so made. Refer toArticle 43 paragraphs b and c hereof for further requirementsconcerning claims for additional costs.

ARTICLE 20: WAIVER PROVISION

Waiver of any provision, term, or covenant of the Contract betweenthe Owner and the Contractor, must be made in writing, issued byauthorized representatives of the Architect/Engineer, and theOwner. No such waiver shall constitute a precedent, nor bind theOwner to a waiver of any succeeding breach of the same or any otherof the provisions, terms or covenants to the Contract, unless suchwaiver specifically addresses such succeeding conditions.

ARTICLE 21: TESTING AND INSPECTION OF THE WORK

a. All Work shall be subject to tests and inspections at allreasonable times and at all places prior to acceptance. Any

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such inspection or test shall be for the sole benefit of theOwner and shall not relieve the Contractor of theresponsibility of providing quality control measures to assurethat the Work strictly complies with the requirements of theContract Documents. Inspections or tests conducted by theArchitect/Engineer, or the Owner shall not relieve theContractor of the obligation to perform the Work in accordancewith the Contract Documents. Inspections and tests shall notbe construed as constituting or implying acceptance of Workwhich does not comply with the requirements of the ContractDocuments, unless such deviation from the Contract Documentsis explicitly brought to the Architect's/Engineer's and theOwner's attention in writing, and subsequently and explicitlyaccepted by the Architect/Engineer, and the Owner, in writing.

b. Neither the right of the Architect/Engineer, or the Owner toinspect or test the Work, or reject Work which does not complywith the requirements of the Contract Documents, nor adecision made in good faith to exercise or not exercise thisright shall give rise to any duty or responsibility of theArchitect/Engineer, or the Owner to the Contractor, anySubcontractor, and Sub-subcontractor, any Supplier, any otherperson or organization performing any of the Work, or to anysurety. No inspection or test, or other action or inaction,on the part of the Architect/Engineer, or the Owner, shallconstitute or imply the acceptance of or the responsibilityfor the Contractor's means, methods, techniques, sequences orprocedures in the performance of the Work, or safetyprecautions and programs.

c. If the Contract Documents, the Architect/Engineer, the Owner,laws, ordinances, or any public authority require any Work tobe specifically tested, inspected, or approved, the Contractorshall give timely notice of its readiness for such. If anytest, inspection, or approval is by authority other than theArchitect/Engineer, or the Owner, the Contractor shall givenotice to the Architect/Engineer and the Owner of the datefixed for such. If any Work requiring inspection, test orapproval prior to its being covered up, is covered up withoutapproval or consent of the Architect/Engineer or the Owner, itmust, if required by the Architect/Engineer, or the Owner, beuncovered for examination at the Contractor's expense.

d. Unless otherwise noted, the Contractor shall make arrangementsfor tests, inspections and approvals, and bear all relatedcosts of such. If the Architect/Engineer, or the Ownerdetermines that additional portions of the Work requireadditional testing or inspections, the Owner shall pay fortests, inspections or approvals not specifically required bythe Contract Documents, except as provided in Article 21paragraph g hereof.

e. If tests or inspections reveal that portions of the Work failto meet the requirements of the Contract Documents, anyadditional tests or inspections required to assure theArchitect/Engineer, and the Owner that the defective Work has

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been remedied or is in an acceptable condition will beconducted at the expense of the Contractor. This shallinclude the additional costs of the Architect/Engineer, andthe Owner which are associated with such additional tests orinspections.

f. The Architect/Engineer, or the Owner shall have the right toreject or condemn all materials furnished and/or Workperformed which, in their judgment, does not meet therequirements of the Contract Documents. The Contractor shall,without charge, promptly replace any material, equipment orworkmanship not in accord with the requirements of theContract Documents. The Owner may accept such defective Work,at the Owner's sole discretion, and in this case the ContractSum shall be adjusted to reflect the loss of value to theOwner.

g. Re-examination of questioned Work may be ordered by theArchitect/Engineer, or the Owner, and if so ordered, the Workmust be uncovered by the Contractor. If such Work is found tobe in accordance with the Contract Documents, the Owner shallpay the costs of re-examination and replacement. If such Workis found to be not in accordance with the Contract Documents,the Contractor shall pay for the costs of re-examination andreplacement, unless the Contractor shall show that the defectin the Work was caused by another contractor not within thecontrol of the Contractor.

h. No extension to the Contract Time will be allowed inconnection with the Contractor's correction of Work which wasnot performed in accordance with the requirements of theContract Documents.

i. Reference is made to Article 10 hereof for additionalinformation concerning testing and inspections.

ARTICLE 22: CORRECTION OF WORK

a. The Contractor shall promptly remove from the premises allmaterials or Work rejected by the Architect/Engineer, or theOwner as failing to conform to the requirements of theContract Documents, whether incorporated into the Work or not.The Contractor shall promptly replace and re-execute the Workin accordance with the requirements of the Contract Documentswithout expense to the Owner, and shall bear the expense ofcorrecting all work of other separate contractors destroyed ordamaged by such removal or replacement.

b. If the Contractor fails to correct Work which has beenrejected or which otherwise does not conform to therequirements of the Contract Documents or fails to remove suchWork from the premises, the Owner may carry out the Work inaccordance with the requirements of Article 22 paragraph dand/or Article 23 hereof.

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c. If the Architect/Engineer, or the Owner deems it inexpedientfor the Contractor to correct Work injured or not done inaccordance with the requirements of the Contract Documents, anequitable deduction from the Contract Sum shall be made whichreflects the loss of value to the Owner of such defectiveWork.

d. If the Contractor does not remove any such rejected Work,materials and/or equipment within a reasonable time, fixed bywritten notice, the Owner may remove it and may store ordispose of the materials and equipment at the expense of theContractor. If the Contractor does not pay the expense ofsuch removal and storage within ten (10) calendar daysthereafter, the Owner may, upon ten (10) calendar days writtennotice, sell such materials and equipment at auction or atsale and shall account for the net proceeds thereof, afterdeducting all costs and expenses that should have been borneby the Contractor, including all costs associated with sale,including attorney's fees, and all costs associated withremoving and replacing such Work. If the proceeds, afterdeductions, do not cover all the costs which are theresponsibility of the Contractor, a deductive Contract ChangeOrder will be executed; if the remaining Contract balance isnot sufficient to cover the remaining costs, the Contractorshall pay the difference to the Owner within ten (10) calendardays of the receipt of the Owner's invoice. The Owner's rightto store and sell such materials and sell such materials andequipment shall not give rise to a duty to do so. If sochosen, the Owner may simply dispose of such materials andequipment, as seen fit; the costs of which shall be borne bythe Contractor.

ARTICLE 23: OWNER'S RIGHT TO DO WORK

If the Contractor should neglect to carry out the Work inaccordance with the requirements of the Contract Documents or failto perform any provision of the Contract, the Owner, after seven(7) calendar days written notice to the Contractor may, withoutprejudice to any other remedy the Owner may have, make good suchdeficiencies, provided the Contractor fails to substantially makegood such deficiencies within the seven (7) calendar day period.In this case a Change Order shall be issued deducting from theContract Sum, and from future payments, the cost of correcting suchdeficiencies, including the costs of the Architect/Engineer, or theOwner. If the remaining Contract balance is not sufficient tocover the costs, the Contractor shall pay the difference to theOwner within ten (10) calendar days from the receipt of the Owner'sinvoice.

ARTICLE 24: ONE YEAR CORRECTION OF THE WORK PERIOD

a. Neither the final certification of the Contractor'sapplication for payment, nor final payment by the Owner to theContractor, nor the issuance of the certificate of SubstantialCompletion, nor any provision in the Contract Documents shallrelieve the Contractor of the responsibility of completing the

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Work in accordance with the requirements of the ContractDocuments. The Contractor shall remedy any Work which isfound not to be in accordance with the requirements of theContract Documents, and pay for any damage to other Workresulting therefrom, which shall appear within a one yearperiod from the date of Substantial Completion, unless theterms of specific warranties required by the ContractDocuments stipulate a longer time period. The Contractorshall remedy such non-conforming Work promptly upon noticefrom the Owner. For Work not completed until afterSubstantial Completion, the applicable time period will beginat the time the Work is completed.

b. The establishment of a one year time period, or longer periodsas may be stipulated by specific warranties, relates only tothe specific obligation of the Contractor to remedy the Work,and has no relationship to the time within which theContractor's obligation to comply with the requirements of theContract Documents may be sought to be enforced by the Owner,nor to the time within which proceedings may be commenced toestablish the Contractor's liability with respect to theContractor's contractual obligations.

c. As a condition precedent to final payment, the Contractorshall guarantee that the conditions set forth in Article 24paragraph a hereof will be adhered to by executing the Owner'sStandard Form, "Correction of the Work Period", and shall alsoobtain and execute such an agreement from each Subcontractor.Such agreements shall be submitted in triplicate to the Owner.

ARTICLE 25: OWNER'S RIGHT TO TERMINATE THE CONTRACT

a. The owner may terminate the Contract if:

(a-1) the Contractor discriminates against any employee orSubcontractor or Supplier because of sex, race, creed,color, religion, age, height, weight, marital status ornational origin;

(a-2) the Contractor should file or have filed against it apetition in bankruptcy;

(a-3) the Contractor should make a general assignment for thebenefit of the Contractor’s creditors;

(a-4) a receiver should be appointed on the account of theContractor's insolvency;

(a-5) the Contractor should refuse or should fail, except incases for which extensions of time are provided, tosupply enough skilled workers or proper materials orequipment to maintain the progress of the Work inaccordance with the requirements of the ContractDocuments;

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(a-6) the Contractor fails to perform the Work in accordancewith the requirements of the Contract Documents;

(a-7) the Contractor should fail to make prompt payment toSubcontractors or Suppliers for material or labor;

(a-8) the Contractor disregards laws, ordinances, or theinstructions of the Architect/Engineer; or

(a-9) the Contractor is guilty of a breach of any provisionof the Contract Documents.

b. If one of the above conditions exists, the Owner, upon thecertification by the Architect/Engineer that sufficient causeexists to justify such action, may, without prejudice to anyright or remedy and after giving the Contractor and theContractor's surety, if any, seven (7) calendar days writtennotice of such conditions, terminate the employment of theContractor and take possession of the premises and of allmaterials, tools, equipment and appliances thereon and finishthe Work by whatever reasonable methods the Owner may deemexpedient; provided, however, if the Contractor commences tocorrect such deficiencies and diligently pursues suchcorrections within such seven (7) calendar day period, theOwner shall not terminate the Contract as a result of suchdeficiency. If the employment of the Contractor is terminatedthe Contractor shall not be entitled to receive furtherpayment until the Work is finished. If the unpaid balance ofthe Contract Sum shall exceed the expense of finishing theWork including compensation for additional managerial andadministrative services and Owner's attorneys' fees, suchexcess shall be paid to the Contractor. If such expense shallexceed such unpaid balance, the Contractor shall pay thedifference to the Owner within ten (10) calendar days from thereceipt of the Owner's invoice. The expense incurred by theOwner as herein provided, and the damage incurred through theContractor's default, shall be certified by theArchitect/Engineer. The Contractor's obligation for suchpayment shall survive termination of the Contract.

c. The Owner may, at any time, terminate the Contract for theOwner's convenience and without cause. Upon written receiptof such termination from the Owner, the Contractor shall:cease all operation as directed in the notice; take actionsnecessary, or directed by the Owner, for the protection andpreservation of the Work; and except for Work directed to beperformed prior to the effective date of termination stated inthe notice, terminate all existing subcontracts and purchaseorders and enter into no further subcontracts or purchaseorders. In the event of such termination for the Owner'sconvenience, the Contractor shall be entitled to recoverpayment from the Owner for all Work executed and any losssustained upon equipment or materials and reasonable overheadand profit.

ARTICLE 26: SUSPENSION OF THE WORK

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The Owner may, without cause, order the Contractor to suspend theWork in whole or in part for such periods of time as the Owner maydetermine. Upon written notice from the Owner, the Contractorshall suspend, delay or interrupt such Work as ordered. TheContractor shall continue other portions of the Work not suspended,if applicable. An adjustment will be made to the Contract Sum andthe Contract Time, including reasonable overhead and profit, causedby such suspension. No adjustment will be made to the extent thatperformance is, was or would have been suspended by another causethat the Contractor has or had control over, or that an equitableadjustment is provided for or denied under another provision of theContract Documents.

ARTICLE 27: CONTRACTOR'S RIGHT TO STOP WORK OR TERMINATE THE CONTRACT

If the Work should be stopped under an order of any court, or otherpublic authority, for a period of three months, through no act orfault of the Contractor or a Subcontractor, Sub-subcontractor ortheir agents or employees or any other persons performing portionsof the Work under the Contractor or otherwise under the control ofthe Contractor, or if the Owner should fail to pay to theContractor within sixty (60) calendar days any sums due that areproperly certified by the Architect/Engineer and not being withheldby the Owner under any provision of Article 33 hereof, titled“Payments Withheld”, then the Contractor may, upon seven (7)calendar days written notice to the Owner and theArchitect/Engineer, stop Work or terminate the Contract and recoverfrom the Owner payment for all Work executed and any loss sustainedupon equipment or materials and reasonable overhead and profit.

ARTICLE 28: APPLICATIONS FOR PAYMENT

a. The Contractor shall submit to the Architect/Engineer and theOwner an application for each payment for review. TheContractor shall submit receipts, vouchers or other supportingevidence, substantiating the requested payments for the Workperformed, including payment requests from Subcontractors asrequired by Article 42 hereof.

b. At least twenty (20) calendar days prior to the firstapplication for payment, the Contractor shall submit to theArchitect/Engineer and the Owner a schedule of values for allof the Work, allocating the Contract Sum to various portionsof the Work. The amount of detail, method of breakdown andsupporting data required to substantiate the accuracy of theschedule of values will be determined by theArchitect/Engineer, and/or the Owner. If required, theschedule of values will indicate, where appropriate, thequantities of various portions of the Work included within aspecific line item. Items such as bonds, permits,mobilization and other similar items, for which the Contractorrequests specific early payment will be identified separately.The Contractor's remaining overhead and profit will be

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proportionately included within each value of the Workidentified.

c. The schedule of values, after review by theArchitect/Engineer, and the Owner, shall be used as the basisfor making progress payments to the Contractor, unless such isfound to be unacceptable to the Architect/Engineer or theOwner. In such case the Contractor shall be required tocorrect and resubmit for approval a revised schedule of valuesprior to subsequent applications. Progress payments forportions of the Work performed on a unit price basis will bebased upon the number of units verified as complete by theContractor and approved by the Architect/Engineer. Unlessnoted otherwise, it shall be the Contractor's responsibilityto establish that the progress reported is accurate. Theschedule of values will be revised, as necessary, to reflectadjustments to the Contract Sum made by Change Orders orwritten Modifications.

d. If payments are requested for materials and equipment notincorporated in the Work but delivered and suitably stored onthe site, the Contractor's application for payment will beaccompanied by, and payment for such stored materials andequipment will be conditional upon; submission by theContractor of bills of sale, invoices or other documentationthat will establish the Owner's clear and unencumbered titleto such, warranting that the Owner has received such free andclear of all liens, charges, security interests; and evidencethat such materials and equipment are covered by appropriateproperty insurance and other arrangements to protect theOwner's interest, all to the satisfaction of the Owner.

e. The Owner, at the Owner's sole discretion, may pay formaterials and equipment not incorporated in the Work butdelivered and suitably stored at another location other thanthe Project site. In this case, the Contractor's payment isconditioned by the same provisions as outlined in Article 28paragraph d above and verification that the materials orequipment have been delivered and are suitably stored andprotected.

f. The Contractor shall not be relieved of the responsibility forloss or damages to such stored materials or equipment whilestored or in transport to the Project site. Any such loss ordamage shall be remedied at the Contractor's expense.

g. The Contractor warrants and guarantees that title of all Work,materials and equipment covered by any application forpayment, whether incorporated into the Work or not, will passto the Owner no later than the time of payment, free and clearof all encumbrances, liens, charges and security interests.

ARTICLE 29: PAYMENT CERTIFICATION

a. The Architect/Engineer, within ten (10) calendar days ofreceipt of the Contractor's application for payment, shall

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either issue a certificate to the Owner approving suchapplication, return the application to the Contractorindicating the amounts determined to be properly due, orreject the entire application as not properly due or as notsubmitted in accordance with the requirements of Article 28hereof. In all cases, the Contractor and Owner shall receivea copy of the Architect's/Engineer's decision. In the eventthat the Contractor's application is returned withoutcertification, the Contractor shall resubmit the applicationin accordance with Article 28 hereof. Payments to theContractor from the Owner shall be due within twenty (20)calendar days after the Owner has received the approvedcertificate for payment from the Architect/Engineer, subjectto the conditions of Article 33 hereof.

b. Unless otherwise provided in the Contract Documents, paymentson account will be made for 90% of the value of the Workproperly certified. The final 10% of each payment will bemade upon certification of final acceptance of the entire Workby the Architect/Engineer, subject to the conditions ofArticle 33 hereof.

c. Before monthly payments are made, the Contractor shall furnishto the Architect/Engineer and the Owner waivers of liens, andsworn statements that all bills for previous monthly paymentshave been paid. Such waivers of liens and sworn statementsshall include bills for labor, materials, equipment andservices for which a lien could be filed.

d. If in the opinion of the Architect/Engineer, and the Owner,the progress of the Work is satisfactory, then uponSubstantial Completion of the entire Work, and theContractor's furnishing of waivers of liens and swornstatements that all bills for the portion of payments beingreleased have been paid, and the consent of surety, if any, tothe release of retained payments, the payment on account willbe made up to 95% of the Contract amount. The final paymentof 5% will be made upon certification of final acceptance ofthe entire Work by the Architect/Engineer, subject to theconditions of Article 33 hereof.

e. No certificate issued or payment made to the Contractor, norpartial or entire use or occupancy of the Work by the Owner,shall be construed as an acceptance of any Work not inaccordance with the requirements of the Contract Documents,unless such deviation has been specifically called to theattention of the Architect/Engineer, and the Owner, inwriting, and subsequent approval of such has been receivedfrom the Architect/Engineer, and the Owner, in writing.Inspections made by the Architect/Engineer, or the Owner forthe purpose of verifying the Contractor's applications forpayment will be for that purpose only.

f. Should the Owner fail, without due cause, to pay the sum namedin any certificate properly approved by theArchitect/Engineer, within thirty (30) calendar days from the

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date due as provided for in Article 29 paragraph a hereof, theContractor shall receive, in addition to the sum named in thecertificate, interest at the rate of eight (8.0) percent perannum, beginning from the date the payment was due.

g. No interest on retained sums will be paid.

ARTICLE 30: SUBSTANTIAL COMPLETION

a. When the Contractor considers the entire Work SubstantiallyComplete, as defined in Article 1 hereof, the Contractor shallnotify the Architect/Engineer and the Owner of such conditionand request that a certificate of Substantial Completion beissued. Accompanying this notification, the Contractor shallsubmit a list of all Work not completed or Work that theContractor believes to not be completed in accordance with therequirements of the Contract Documents. Prior to SubstantialCompletion and prior to a certificate of SubstantialCompletion being issued the Contractor shall complete alltraining of Owner personnel required by the Contract Documentsand submit all manufacturers' warranties and operating and/ormaintenance manuals as required by Article 8 paragraph chereof. Such manufacturers' warranties shall clearly indicatethe names, addresses and telephone numbers of personnel tocontact for service and/or information.

b. Within a reasonable time after being notified, theArchitect/Engineer will review the list of Work not completeand make a preliminary inspection of the Work to determine ifit is Substantially Complete. If in the opinion of theArchitect/Engineer the Work is not Substantially Complete, theContractor will be notified of such conditions and will berequired to bring the Work to a state of SubstantialCompletion at no additional costs to the Owner.

c. If in the opinion of the Architect/Engineer the Work isSubstantially Complete, the Architect/Engineer and the Ownerwill inspect the Work and prepare a list of additional Workthat is not in compliance with the requirements of theContract Documents, if any. At the completion of thisinspection a certificate of Substantial Completion will beissued by the Architect/Engineer which will be signed by theOwner. The Contractor shall be responsible for completing orcorrecting all items contained on the original list preparedby the Contractor as well as all items on the list prepared bythe Architect/Engineer and the Owner, promptly upon theContractor's receipt of such.

d. Upon the issuance of the certificate of Substantial Completionof the entire Work, or a portion thereof, the Owner shall beresponsible for security, maintenance, damages to thecompleted Work, utility costs, and operations of the plant orfacility. The Contractor, however, shall be responsible forany damages caused by the Contractor's efforts to complete theWork, including any clean up costs. The Contractor'sinsurance will remain in force for two (2) years following the

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date final payment is made by the Owner to the Contractor.The Contractor shall also remain responsible for any safetyprecautions associated with the Contractor's completion of anyWork.

ARTICLE 31: FINAL PAYMENT

a. When the Contractor considers that the entire Work is in astate of final completion, the Contractor shall notify theArchitect/Engineer and the Owner of such condition. Within areasonable time after being notified, the Architect/Engineerand the Owner will inspect the Work. If in the opinion of theArchitect/Engineer, the entire Work is not in a state of finalcompletion, the Contractor shall be notified of such conditionand be required to bring the Work to such state, at noadditional cost to the Owner. If in the opinion of theArchitect/Engineer the Work is in a state of final completion,the Contractor shall submit an application for final paymentto the Architect/Engineer who will certify the application.When the Work is in a state of final completion and uponreceipt of the certificate for final payment from theArchitect/Engineer, the Owner will make payment in accordancewith the requirements of Article 29 paragraph a hereof,subject to the conditions of Article 33 hereof.

b. Before final payment will be made to the Contractor, theContractor shall furnish waivers of all liens, includingwaivers from all Subcontractors, Sub-subcontractors andSuppliers, together with sworn statements that all bills forlabor, materials, equipment and services for which a liencould be filed for the entire Work have been paid, submit alldocuments as required by the Contract Documents, and submitwritten consent of surety, if any, to final payment. TheContractor may, if any Subcontractor, Sub-subcontractor orSupplier refuses to furnish a waiver of lien or swornstatement, furnish a bond satisfactory to the Owner, toindemnify the Owner against any lien. If any lien remainsunsatisfied after all payments are made, the Contractor shallrefund to the Owner all sums that the Owner may be compelledto pay in discharging such a lien, including all costs andreasonable attorney's fee. Neither the right to require thatliens, waivers and sworn statements be furnished by theContractor, Subcontractors, Sub-subcontractors and Suppliersnor a decision made in good faith to exercise or not exercisethis right shall give rise to a duty or responsibility of theArchitect/Engineer, or the Owner to the Contractor, anySubcontractor, any Sub-subcontractor, any Supplier, any otherperson or organization performing any of the Work, or to anysurety, to do so.

c. The making of final payment by the Owner shall constitute awaiver of all claims except those arising from unsettledliens, Work failing to comply with the requirements of theContract Documents, or terms of warranties or guarantiesrequired by the Contract Documents or otherwise provided.Acceptance of final payment by the Contractor shall constitute

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a waiver of all claims except those previously made in writingand identified by the Contractor at the time of finalapplication for payment.

ARTICLE 32: PARTIAL OCCUPANCY

The Owner, at its election, may from time to time make use of oroccupy any of the units or parts of the Project as the Work inconnection therewith is completed, provided that the Ownerdetermines that such units or parts of the Project are ready forthe Owner's intended use. Prior to any such partial occupancy, theOwner will give notice to the Contractor thereof and such occupancyshall be upon the following terms:

(1) the one year correction of the Work period, as outlinedin Article 24 hereof, shall not begin to run until thecertificate of Substantial Completion for the entireWork is issued;

(2) other warranties or guarantees required by the ContractDocuments shall not begin to run until the certificateof Substantial Completion for the entire Work has beenissued;

(3) such occupancy shall not constitute an acceptance ofWork not performed in accordance with the requirementsof the Contract Documents or relieve the Contractor ofthe liability to perform any Work required by theContract Documents but not completed at the time ofoccupancy. The Contractor will be afforded reasonableaccess to complete or correct the Work;

(4) the Contractor shall be relieved of all maintenancecosts on the units or parts partially occupied;

(5) the Contractor shall not be responsible for the wearand tear or damage resulting from such occupancy; and

(6) the Contractor shall not be required to furnish heat,light, water or other services used in the units orparts occupied without proper remuneration thereof.

ARTICLE 33: PAYMENTS WITHHELD

a. The Architect/Engineer may refuse to certify, or the Owner mayrefuse to make payment for, a part or the whole of anyContractor's application for payment if, in the opinion of theArchitect/Engineer, or the Owner, the Work has not progressedto the extent represented by such application or the qualityof the Work is not in accordance with the requirements of theContract Documents. The Architect/Engineer, or the Owner mayalso withhold or nullify the whole or a part of anyapplication, or prior application, on account of subsequentlydiscovered evidence, to such extent as may be necessary toprotect the Owner from loss on account of:

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(a-1) defective Work not remedied; or

(a-2) claims filed or reasonable evidence indicating probablefiling of claims; or

(a-3) failure of the Contractor to make payments properly toSubcontractors or Suppliers or for labor, materials orequipment; or

(a-4) reasonable evidence that the Contract cannot becompleted for the balance then unpaid; or

(a-5) damage, by the Contractor, to the Owner or anotherseparate contractor or to work performed by either; or

(a-6) reasonable evidence that the Contract cannot becompleted within the prescribed time limits; or

(a-7) failure, by the Contractor, to comply with therequirements of the Contract Documents.

b. When the above grounds are removed, payment shall be made forthe amounts withheld because of them; no interest shall bepaid on such withheld payments.

ARTICLE 34: CONTRACTOR’S LIABILITY INSURANCE

a. The Contractor shall, during the continuance of the Work underthe Contract, including any extra or changed Work, maintaininsurance coverage as described below. Such insurance willprotect the named insured from claims which may arise out ofor result from the Contractor's operations under the Contract,including extra or changed Work in connection therewith,whether such operations be by the Contractor or by aSubcontractor or by a Sub-subcontractor or by anyone directlyor indirectly employed by the Contractor or any Subcontractoror any Sub-subcontractor.

(a-1) Workers’ Compensation & Employer’s Liability insuranceand any insurance required by any employee benefit actsor other statutes applicable where the Work is to beperformed. All such insurance limits shall bestatutory. The Employer's Liability limits shall not beless than:

$500,000 Each Accident$500,000 Disease - Policy Limit$500,000 Disease - Each Employee

(a-2) Commercial general liability and property damageinsurance (including Contractor's protective), which maybe satisfied by a combination of Primary GeneralLiability insurance coverage together with a followingform Umbrella/Excess Liability insurance coverage, inany amounts required by the Owner on an occurrence form

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(not claims made) but not less than the following limitsof liability:

General Aggregate $10,000,000 Per Location

Products/Completed-Operations $5,000,000 Aggregate

Personal & Advertising Injury $5,000,000

Each Occurrence $5,000,000

and affording insurance for the protection against allrisks of damage or destruction of property or bodilyinjury, wherever located, resulting from any action,omission or operation under the Contract or inconnection with the Work. Such insurance shall beprimary and non-contributory.

The above Commercial general liability andUmbrella/Excess Liability insurance policies shall beendorsed adding the Owner and the Architect/Engineer asadditional insured.

(a-3) Comprehensive automobile liability insurance, coveringall liability arising out of any vehicle operations ,covering all owned or rented equipment used inconnection with the Work, in amounts not less than:

Combined Single Limit $1,000,000

including death resulting at any time therefrom.

b. All insurance policies shall be issued by companies authorizedto do business in the State of Michigan or where the Workotherwise is to be performed. The insurance companies issuingthe policies shall have an A.M. Best's Company rating of A XIIor better. Such policies shall contain appropriateendorsements extending the coverage thereof to include theliability assumed by the Contractor under the Contract.Before Work is started, the Contractor shall file with theOwner, certificates of the insurance coverage required to bemaintained by the Contractor, evidencing such insuranceendorsement.

c. No change or cancellation in insurance shall be made withoutthirty (30) calendar days prior written notice to the Owner,nor shall the Contractor make any change or cancellation ininsurance without the Owner's prior written approval thereof.

d. Compliance by the Contractor with the foregoing requirementsas to carrying insurance and furnishing certificates shall notrelieve the Contractor of the Contractor's liabilities and

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obligations under this Article 34 entitled "Contractor’sLiability Insurance"; under Article 35 entitled "Contractor'sLiability for Bodily Injury, Sickness, Disease and PropertyDamage; Indemnification"; under Article 36 entitled "Owner’sFire and Extended Coverage Insurance"; or any other portion ofthe Contract.

e. In the event that any class of employees is engaged inhazardous Work under the Contract and such class is notincluded under the Workers’ Compensation Acts, the Contractorshall maintain Special Hazards Insurance of a nature and inlimits as approved by the Owner.

f. No Work under the Contract shall be commenced until allinsurance required by the Contract Documents has been obtainedand approved by the Owner.

g. The Contractor shall maintain all insurance coverage for aperiod not less than two (2) years following the date finalpayment under the contract is made by the Owner to theContractor.

h. All insurance policies shall be endorsed to cover theliabilities assumed under this Contract.

ARTICLE 35: CONTRACTOR'S LIABILITY FOR BODILY INJURY, SICKNESS, DISEASE AND PROPERTY DAMAGE; INDEMNIFICATION

Except as specifically provided with respect to property damageonly, under Article 36 hereof entitled "Owner’s Fire and ExtendedCoverage Insurance", the Contractor shall specifically anddistinctly assume, and does so assume, all risk of damage ordestruction of property or of bodily injury, occupational sicknessor disease of persons (including death resulting at any timetherefrom) used or employed on or in connection with the Work, andof all damages or destruction of property or of bodily injury,occupational sickness or disease of persons (including deathresulting therefrom), wherever located, resulting from any action,omission or operation under the Contract or in connection with theWork. The Contractor shall secure, protect, defend, hold harmlessand indemnify the Owner and the Architect/Engineer and any of theirrespective agents, servants and employees, against any liabilitywhatsoever, including all claims, suits, actions, costs, counselfees, attorney fees, expenses, damages, judgments or decrees,resulting from the bodily injury, occupational sickness or disease(including death resulting at any time therefrom) of any person orpersons, or the damage or destruction of any property, includingloss of use thereof, arising out of or in connection with theperformance of any Work in connection with the Contract, includingany extra or changed Work assigned to the Contractor in connectiontherewith, based upon any act or omission, negligent or otherwise,of (a) the Contractor or any of the Contractor's employees, agentsor servants; (b) any Subcontractor, Sub-subcontractor, lower tiercontractor or Supplier of the Contractor or any employees, agentsor servants of such Subcontractor, Sub-subcontractor, lowered tier

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contractor or Supplier; or (c) any person or persons excepting onlythe Owner or any employees, agents or servants of the Owner.

ARTICLE 36: OWNER’S FIRE AND EXTENDED COVERAGE INSURANCE

a. The Owner shall effect and maintain insurance againstloss or damage arising from fire or other perils normallyinsured against by standard "All Risk" property insurancepolicies to cover not less than the value of Workperformed and materials delivered to the site of theProject which are to be included in and remain a part ofthe permanent construction whether or not installed, onlywhile on the premises described or within a hundred (100)feet thereof, except as otherwise provided in paragraph dof this Article 36.

b. Losses, if any, under such insurance shall be payable tothe Owner.

c. The Contractor shall be responsible for any and all lossof materials, equipment and tools connected with theconstruction due to unexplainable disappearance, theft ormisappropriation of any kind or nature and any other lossthat may be excluded in the Owner's standard "All Risk"property insurance policy.

d. The foregoing provisions shall not operate to relieve theContractor of the responsibility for insuring against anyloss or damage to owned or borrowed or rented property orproperty of employees, of whatever kind or natureoccurring from the above named causes or due to any othercause, including but not limited to tools, materials,supplies, equipment, forms, scaffolding, towers, staging,bunkhouses and other temporary structures including theircontents, regardless of ownership of such contents,except for such contents as are to be included in andremain a part of the permanent construction. The Ownershall in no event be liable for any loss or damage to anyof the aforementioned items, or the work connected withthe Contractor or the Architect/Engineer, or employees,agents or servants of same, which is not to be includedin and remain a part of the permanent construction. TheContractor, Subcontractors, and Sub-subcontractorsseverally waive any rights of recovery they may haveagainst the Owner and Architect/Engineer for damage ordestruction of their own or borrowed or rented property,or property of their employees, of whatever kind ornature.

e. The Owner’s “All Risk” policy excludes losses on accountof faulty workmanship, faulty material, faultyconstruction and/or faulty design, from any cause. TheContractor is liable and indemnifies the Owner from allloss under the contract, as outlined within Article 35hereof, titled, “Contractor’s Liability for BodilyInjury, Sickness, Disease and Property Damage;

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Indemnification”. Reference is also made to Article 13hereof, titled, “Protection of Work and Property:Safety”, for further Contractor liability under theperformance of the contract.

f. The Contractor shall report to the Owner each claimimmediately after an occurrence of a loss.

g. Compliance by the Contractor with the foregoing requirementsshall not relieve the Contractor of the Contractor'sliabilities or obligations under this Article 36 or any otherportion of the Contract Documents.

ARTICLE 37: GUARANTY BONDS

The Owner shall have the right, prior to the signing of theContract, to require the Contractor to furnish good andsatisfactory bonds covering the faithful performance of theContract, and the payment of all obligations arising thereunder, insuch form as the Owner may prescribe and with such sureties as theOwner may approve. If such bonds are required by instructionsgiven previous to the submission of bids, the premium shall be paidby the Contractor; if subsequent thereto, it shall be paid by theOwner.

ARTICLE 38: ASSIGNMENT

a. Neither party to the Contract shall assign the Contractwithout the written consent of the other, which consent shallbe given at the sole discretion of the relevant party, norshall the Contractor assign any sums due or to become due tothe Contractor hereunder without the previous written consentof the Owner.

b. No assignment of the Contract shall be valid unless it shallcontain a provision that the funds to be paid to the assigneeunder the assignment are subject to a prior lien for servicesrendered and/or materials supplied for the performance of theWork called for in said Contract in favor of all persons,firms, or corporations rendering such services and/orsupplying such materials.

ARTICLE 39: SEPARATE CONTRACTS

a. The Owner reserves the right to let other separate contractsin connection with the Project or perform portions of theProject with the Owner's own forces. The Contractor shallafford separate contractors or the Owner's forces, as the casemay be, reasonable opportunity for the introduction andstorage of their materials and equipment and for the executionof their work. The Contractor shall properly connect andcoordinate the Contractor's Work with work of separatecontractors or work of the Owner.

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b. If any part of the Contractor's Work depends, for properexecution or results, upon the work of any other separatecontractor or the Owner's work, the Contractor shall inspectand promptly report to the Architect/Engineer any defects insuch work that render it unsuitable for such proper executionand results. The Contractor's failure to inspect and reportsuch defects shall constitute an acceptance of the work.

c. To insure proper execution of subsequent Work, the Contractorshall measure work already in place and shall at once reportto the Architect/Engineer any discrepancy between the executedwork and the requirements of the Contract Documents, subjectto the conditions of Article 2 paragraphs g and h hereof.

d. When the Contractor's Work is dependent upon the work of theOwner or the Owner's separate contractors, the Contractorshall notify the Owner of such condition in ample time toprevent any delays to the Project's progress.

ARTICLE 40: MUTUAL RESPONSIBILITY OF CONTRACTORS;CO-RESPONSIBILITY

a. Should the Contractor cause damage to any separate contractoror to the work of a separate contractor on the Project, theContractor agrees, upon due notice, to remedy such damage orotherwise settle with such separate contractor by agreementfor the costs associated with such remedy. If such separatecontractor sues the Owner on account of any damage alleged tohave been caused by the Contractor, the Owner shall notify theContractor, who shall defend such proceedings on behalf of theOwner at the Contractor's expense. If any judgment againstthe Owner arises therefrom, the Contractor shall pay orsatisfy it and pay all costs incurred by the Owner, includingattorney fees.

b. Should the Contractor cause damage to any Work performed bythe Owner, the Contractor agrees, upon due notice, to remedysuch damage or otherwise pay for the costs associated withsuch remedy.

c. Should the Contractor refuse to remedy damages or pay for thecost of such as outlined in Article 40 paragraphs a and bhereof, the Owner may have such damages corrected inaccordance with Article 23 hereof.

d. Should either the Owner's forces or a separate contractorunder the control of the Owner, cause damage to theContractor's Work, such Work shall be remedied or the costs ofsuch remedy be borne by the party causing such damage.

e. All claims made in connection with this Article 40 must bemade in accordance with Article 43 hereof.

f. If the Contract Documents require material furnished by aseparate contractor or the Owner to be set or installed by theContractor, or vice versa, arrangements shall be made by the

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Contractor and the separate contractor or the Owner for thetime and place of delivery of such. After acceptance of anysuch material by the Contractor for setting or installing, theContractor shall be responsible for it in the same manner asthe Contractor's own Work.

ARTICLE 41: SUBCONTRACTS

a. The Contractor shall, prior to the execution of the Contract,notify the Architect/Engineer, and the Owner, in writing, ofthe names of Subcontractors and Suppliers and their businessclassifications, proposed for the principal parts of the Workand for such others as the Architect/Engineer, or the Ownermay direct. If the Architect/Engineer or the Owner has areasonable objection to any of the proposed Subcontractors orSuppliers, the Contractor shall not enter into a contract withany such Subcontractor or Supplier.

b. The Architect/Engineer shall, on request, furnish to anySubcontractor, wherever practicable, evidence of the amountscertified and actions taken on the Contractor's account, inconnection with the Subcontractor's Work.

c. The Contractor is fully responsible for the acts and omissionsof Subcontractors and Suppliers, and of any persons orentities either directly or indirectly employed by suchSubcontractors and Suppliers, to the same extent as theContractor is responsible for the acts and omissions ofpersons or entities directly employed by the Contractor.

d. Nothing contained in the Contract Documents shall create anycontractual relationship between any Subcontractor, Sub-subcontractor or Supplier and the Owner.

e. Should material, workmanship, or parties furnishing the sameprove objectionable under the provisions of the Contract, orshould a violation of the Contract exist at the Project andcontinue after the Contractor has received from theArchitect/Engineer, or the Owner a reasonable notice, then,after seven (7) calendar days written notice from theArchitect/Engineer, or the Owner, such objectionable partiesshall be dismissed, removed from the Work and excluded fromthe Project. In this case, the Contractor shall remedy andcontinue the Work to the satisfaction of theArchitect/Engineer, and the Owner.

ARTICLE 42: OWNER, CONTRACTOR AND SUBCONTRACTOR RELATIONS

a. The Contractor agrees to bind every Subcontractor, and everySubcontractor agrees to be bound by the terms of the ContractDocuments, including the following provisions of this Article42, unless specifically noted to the contrary, in writing, bythe Architect/Engineer, and the Owner. Subcontractor and Sub-subcontractor relations shall also include the provisions ofthis article.

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b. Each Subcontractor agrees:

(b-1) to be bound to the Contractor by the terms of theContract Documents and to assume toward the Contractorall obligations and responsibilities that theContractor assumes toward the Owner;

(b-2) to submit to the Contractor accurate applications forpayment in such reasonable time as to enable theContractor to apply for payment under Article 28hereof; and

(b-3) to make all claims for extras or changes, forextensions of time and for damages for delays orotherwise, to the Contractor in the manner provided forin the Contract Documents.

(b-4) to make no demand for damages or penalty for delay inany sum in excess of the Owner’s loss for such delay,and agrees that the Owner is not responsible for thepayment of any delay damages to the Contractor.

c. The Contractor agrees:

(c-1) to be bound to each Subcontractor, by all theobligations that the Owner assumes to the Contractorunder the terms of the Contract Documents, and by allthe provisions thereof affording remedies and redressto the Contractor from the Owner;

(c-2) to pay the Subcontractor those amounts certified onaccount of the Subcontractor in accordance with Article29 hereof;

(c-3) to pay each Subcontractor a just share of any fire andextended coverage insurance money received by theContractor under Article 36 hereof;

(c-4) to make no demand for damages or penalty for delay inany sum in excess of the Owner’s loss for such delay,and agrees that the Owner is not responsible for thepayment of any delay damages to the Contractor.

d. Nothing in this Article 42 shall create any obligation on thepart of the Owner to pay or to see to the payment of any sumsto any Subcontractor or Supplier.

ARTICLE 43: ARCHITECT'S/ENGINEER'S STATUS

a. The Architect/Engineer will assist the Owner in the generaladministration of the Contract between the Contractor andthe Owner, acting in any and all of the various capacitiesassigned in the contract between the Architect/Engineer and theOwner and as established by the Contract Documents. TheArchitect/Engineer and their representatives shall have accessto the Work at all times. The Architect/Engineer, or the Owner

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shall have the right to reject or condemn all materialsfurnished and/or Work performed which, in their judgment, donot meet the requirements of the Contract Documents.

b. The Architect/Engineer will be the initial interpreter of therequirements contained in the Contract Documents and the judgeof the acceptability of the Work thereunder. Claims, disputesand other matters relating to the acceptability of the Work orthe interpretation of the requirements of the ContractDocuments or to the performance and furnishing of the Work andclaims in respect to extras or changes in the Contract Sum orthe Contract Time will be initially referred to theArchitect/Engineer in writing with a request for a formaldecision. The Architect/Engineer will render a decision, inwriting, within a reasonable time. Written notice of eachclaim, dispute and other matter will be delivered by theclaimant to the Architect/Engineer and to the other party tosuch claim, dispute or other matter promptly and within thetime frames established by the specific requirements of theContract Documents.

c. Prior to the Contractor’s exercise of any other remedies thatmay be available under the Contract, by laws or regulations,the Contractor shall submit all claims, disputes or othermatters in the manner described in Article 43 paragraph babove for a rendering of a decision by the Architect/Engineer.Should the Contractor file any claims or disputes during thecourse of the Work that continue to be unresolved, theContractor agrees to proceed diligently at all times with theperformance of the contract Work, maintain progress of thecontract Work, and complete the contract Work on or before thecontract completion date.

d. The Architect/Engineer may assign a field representative toassist in carrying out the responsibilities of theArchitect/Engineer. The names, duties, responsibilities andlimits of authority of such representatives will beestablished by the outline procedure for the routine ofbusiness identified in Article 3 hereof.

e. The Contractor shall secure, protect, defend, hold harmlessand indemnify the Owner and the Architect/Engineer from allclaims and liability for damage, loss or expense which mayarise on account of or as the result of faulty Work, or Workperformed which is at variance with the Contract Documents orWork omitted, regardless of whether such damage, loss orexpense has occurred prior to, during or subsequent to thediscovery, rejection and/or condemnation of faulty Work, or ofWork which is at variance with the Contract Documents or ofWork omitted.

f. The Architect's/Engineer's decisions, in matters relating toaesthetic effect, shall be final, if consistent with the termsand intent of the Contract Documents.

ARTICLE 44: TAXES

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a. The Contract Sum shall include all applicable Federal, State,Local, County or Municipal taxes of whatever nature anddescription. The Contractor shall be responsible for thepayment of all such taxes.

b. The Contractor shall also be responsible for the payment ofany payroll taxes and/or contributions for unemployment andworkers’ compensation insurance or old age pensions orannuities which are measured by the wages, salaries, or otherremuneration paid to the employees of the Contractor.

c. The Owner reserves the right to require evidence of payment ofall taxes prior to final payment to the Contractor.

ARTICLE 45: CASH ALLOWANCES

The Contractor shall include in the Contract Sum all allowancesnamed in the Contract Documents and shall cause the Work so coveredto be done by such Subcontractors and Suppliers and for such sumsas the Architect/Engineer or the Owner may direct, the Contract Sumbeing adjusted accordingly where such sums exceed or are less thanthe identified allowances. Unless stated otherwise by the ContractDocuments, the Contractor declares that the Contract allowancesinclude such sums for the costs of material and/or equipmentidentified by such allowances, including freight to the Projectsite and all related taxes, less applicable trade discounts. TheContractor's cost of unloading, handling, storing, protecting,installing, and overhead, profit and other expenses contemplatedfor the allowances shall be included in the Contract Sum and not inthe allowance amount. No demand for such expenses, overhead,profit and other expenses contemplated will be allowed. TheContractor shall not be required to employ for any such Work,Subcontractors or Suppliers against which the Contractor has areasonable objection.

ARTICLE 46: USE OF PREMISES AND UTILITY DISRUPTIONS

a. The Contractor shall confine all apparatus, the storage ofmaterials and the operations of workmen employed by theContractor to limits indicated by applicable laws, ordinances,permits, the Contract Documents or directions of theArchitect/Engineer, or the Owner. The Contractor shall notunreasonably encumber the premises with materials or equipmentto be incorporated into the Work or otherwise.

b. If at any time it becomes necessary to move material orequipment which has been temporarily located or stored by theContractor on the site during construction, the Contractorshall, when directed, move them to another location withoutcharge to the Owner.

c. The Contractor shall not load or permit any part of thestructure to be loaded with a weight that will endanger thestructural integrity of the structure or the safety ofworkmen or any other persons on or about the Work.

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d. The Contractor shall enforce the Architect's/Engineer's, orthe Owner's instructions regarding signs, advertisements,fires and smoking. No smoking will be permitted, except indesignated areas.

e. Should any room or part of an existing building or facilitybe temporarily used by the Contractor as a shop, storeroom,locker room, an office, or for any other purpose, such roomor part shall, prior to completion and when so directed, bethoroughly cleaned and returned to its original condition.All damage to any such room or part of an existing buildingor facility arising therefrom shall be corrected, and thewhole left in a condition, acceptable to the Owner, by theContractor. No room or part of an existing structure shallbe so used without the written consent of the Owner.

f. Smoke pipes and exhausts from boilers, engines, or otherdevices, shall in all cases be extended above roofs ofbuildings, or a substitute arrangement made subject toapproval of the Architect/Engineer, and the Owner.

g. The Contractor is not permitted to connect, disconnect, turnon or off any utility services in any building or facilityowned or occupied by the Owner. In all cases where suchservices are required the Owner's Representative will becontacted and such services, unless noted otherwise by theContract Documents, shall be performed by Owner personnel. Inall cases the Contractor shall give notice of the need forsuch services, to the Owner, in a timely manner so as to avoiddelays to the Project's progress. In all cases the Ownerrequires a minimum of seventy two (72) hours notice prior towhen such services are needed.

ARTICLE 47: PARKING, SITE ACCESS AND ROUTING OF TRAFFIC

a. The Contractor shall consult with the Owner to determineauthorized parking locations and access to the site, includingthe routing of the Contractor's, Subcontractor's and the Sub-subcontractor's vehicles during construction, and theContractor shall organized the Work in relation thereto. Forany other parking or routing of traffic on property other thanthe Owner's, the Contractor shall contact the municipality orother agency having jurisdiction over such property forinstructions.

b. It shall be the Contractor's responsibility to provide and payfor all trades persons parking. To arrange for parking on theOwner's property, the Contractor shall contact the Universityof Michigan Parking Services Office.

c. Parking may be provided only in a designated Owner parking lotor parking structure by payment of a permit fee through theParking Services Office. The Parking Services Office mayrestrict which parking lots or structures are available forContractor parking.

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ARTICLE 48: GROUNDS, STAGING AREA AND RESTORATION

a. The Contractor will consult with the Owner's Representativeconcerning any necessary Contractor operations at the Projectsite, including staging area limits, office or storage trailerlocations, dumpster operations, equipment and materialdeliveries, hoisting areas and any other construction impactson the Owner's grounds.

b. All areas used by the Contractor or the Contractor's forcesmust be properly fenced. Unless the Contract Documentsdesignate the specific type of temporary fencing to be used,the minimum temporary fencing requirement will be the use oforange plastic webbed fencing or snow fencing. Temporarybarricades shall also be provided by the Contractor, asnecessary for the safety of the general public.

c. The Contractor shall locate all underground utilities and lawnirrigation piping prior to driving fence posts.

d. Materials, equipment, trailers, vehicles and all otherContractor operations are not to be located under or withinthe drip line of trees. Construction, staging or storageoperations in flower and shrub plantings and beds are to beavoided.

e. Driving of vehicles on lawn areas is strictly prohibited.

f. Any tree trimming or tree root disturbances required by theContractor's operations shall be performed only afterconsultation and inspection by the Owner's Representatives.

g. All existing traffic control devices, such as bollards, chainand posts, building signs, or traffic signs shall not beremoved without specific approval from the Owner'sRepresentative.

h. Unless stated otherwise in the Contract Documents, theContractor will be responsible to restore, to the Owner'ssatisfaction, all disturbed areas caused by the Contractor'soperations.

i. All lawn, shrub and tree restoration work, including soilaerification, tree trimming and plant material replacementsshall be performed by a qualified landscape contractor.

j. The Contractor shall also repair streets, drives, sidewalks,walls, lights, signs, fences, poles and the like wheredisturbed or damaged by the Contractor's operations, and shallleave them in the same condition after completion of the Workas before operations started.

k. The Contractor shall provide and maintain pedestrian walkwaysand other means of access to and from any building or facilityrequiring such as a result of the Contractor's execution of

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the Work. Such means of access shall be as required by theContract Documents and/or the Owner's directions.

ARTICLE 49: CUTTING, PATCHING AND DIGGING

a. The Contractor shall do all cutting, fitting or patching onthe Work that may be required to make its several parts cometogether properly and fit the Work to receive or be receivedby work of other contractors shown by, or reasonably impliedby, the Contract Documents for the completed Project. TheContractor shall repair or otherwise make good all suchcutting, fitting, or patching after the required Work has beencompleted as the Architect/Engineer may direct.

b. The Contractor shall not endanger any Work by cutting,digging, or performing other similar activities, and shall notcut or alter the work of any other contractor without thewritten consent of the Architect/Engineer and the contractorof such work.

c. The Contractor shall notify the municipality, publicutilities, agencies, Miss Dig and the Owner, in a timelymanner so as to allow reasonable response time, before diggingany tunnels or similar underground work; and shall protectall existing utilities, sidewalks, streets, and similarimprovements, while performing the Work.

ARTICLE 50: CLEANING UP

The Contractor shall at all times keep the premises free fromaccumulations of waste material or rubbish caused by theContractor's Work. At the completion of the Work, the Contractorshall remove all Project signs and all rubbish from and about theProject and the Project site. The Contractor shall remove alltools, scaffolding and surplus materials and shall leave the Workbroom clean or its equivalent, unless more exactly specified in anypart of the Contract Documents. If the Contractor fails to cleanup as required by the Contract Documents, the Owner may do so, andthe costs associated with such cleanup shall be charged to theContractor. Refer to Article 10 paragraph (c-20) hereof foradditional cleaning requirements.

ARTICLE 51: CLEANING OF GLASS

Immediately before turning any portion of the Project over to theOwner, the Contractor shall have all glass cleaned by professionalwindow washers. Care shall be taken not to scratch any glass.Acid or other cleaning material which will injure or mar thesurface or adjacent Work will not be allowed. Any damage resultingfrom glass cleaning shall be corrected by the Contractor, includingthe furnishing of new glass of same character and quality or thereplacement of other Work damaged or disturbed.

ARTICLE 52: TEMPORARY STAIRS, RUNWAYS AND LADDERS

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a. The Contractor shall provide and maintain temporary stairs,main ladders and runways for access to all areas for the useof all trades.

b. The Contractor shall provide additional runways and ladders asmay be required for the execution of the Contractor's Work.

c. All such apparatus, equipment and construction shall meet allrequirements for safety and all provisions of federal, stateor local laws and ordinances applicable thereto.

d. Permanent stairs shall be erected as soon as possible, and theContractor shall provide same with protective treads,handrails and shaft protection.

ARTICLE 53: FIRE PRECAUTIONS; HOT WORK PERMIT

a. The Contractor, Subcontractors and Sub-subcontractors shalltake all necessary precautions to guard against and eliminateall possible fire hazards and to prevent fire damage to anyconstruction Work, building materials, equipment, temporaryfield offices, storage sheds, and all other property, bothpublic and private. The Contractor, Subcontractors and Sub-subcontractors shall comply with all conditions andrequirements set forth herein, and shall immediately correctany hazardous conditions resulting from their operations whenbrought to their attention.

b. Materials and/or equipment stored in cardboard cartons, woodcrates, or other combustible containers, shall be stored in anorderly manner and shall be readily accessible.

c. Before starting Work, the Contractor shall consult with theOwner regarding established rules and regulations relative tofire protection requirements and procedures governing anywelding and cutting operations. The Contractor shall strictlyconform with such rules and regulations in carrying out theWork. No such operations shall be carried out without propersafeguards for fire safety.

d. No open fires will be permitted. No tar or other meltingkettles will be allowed within fifty (50) feet of anybuilding.

e. The Contractor shall provide necessary personnel and firefighting equipment to effectively control fires resulting fromwelding, flame cutting, or other operations involving the useof flame, sparks, or sparking devices. During suchoperations, all highly combustible or flammable materialsshall be removed from the immediate working area. If removalis impossible the same shall be protected with fire blanketsor suitable non-combustible shields.

f. Not more than one day's supply of flammable liquids, such asoil, gasoline, solvent, or roofing materials, shall be broughtinto any building at any one time. All flammable liquids

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having a flash point of 110 degrees F, or below, which must bebrought into any building, shall be confined to UnderwritersLaboratories labeled safety cans. The bulk supply of anyflammable liquid shall be stored at a sufficiently safedistance from any building and from yard storage of buildingmaterials. Spigots on drums containing flammable liquids areprohibited on the Project site. Drums are to be equipped withapproved vented pumps.

g. Only a reasonable working supply of flammable buildingmaterials shall be located inside of or on the roof of anybuilding.

h. All tarpaulins used during the course of the Work shall be offlameproof type, secured in place against damage or flappingfrom wind.

i. All oil soaked rags, papers and other similar combustiblematerial shall be removed from any building at the close ofeach day's Work, or more often if necessary, and placed inmetal containers with self-closing lids.

j. Gasoline, benzene or like combustible material shall not bepoured into sewers, manholes, or traps, but shall be disposedof, together will all flammable or waste material subject tospontaneous combustion, in a manner to avoid hazard or damageto persons or property.

k. All heating devices in connection with temporary heatingfacilities shall be of the least hazardous type, shall haveall proper safety provisions and shall be installed at suchlocations and in such manner as will minimize the hazard. Oilfired stoves, gas fired heaters and heating units shall be oftypes approved by Underwriters Laboratories and shall haveproper safety combustion controls. Oil fired heaters shallhave integral fuel tanks not to exceed fifteen (15) gallonscapacity for each unit. No more than one (1) day's supply offuel shall be permitted to each heater which are inside of anybuilding or facility.

l. Temporary heating facilities shall be inspected regularly toassure that they are in a safe and proper operating conditionat all times. The Contractor shall provide, continuouslyduring operation, properly trained personnel for saidinspections.

m. The Contractor's temporary structures of combustibleconstruction shall not be placed inside of any structure. Suchtemporary structures shall be detached at a sufficiently safedistance from any building. Totally non-combustible temporarystructures may, if necessary and feasible, be located inside ofthe structure.

n. Heaters and/or stoves installed in field offices or storagestructures shall have fire resistant material underneath and at

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all sides, partitions and walls. Pipe sleeved shall be usedwhere stove pipes run through walls or roof.

o. The Contractor must obtain from the Owner a cutting/welding HotWork Permit and comply with the requirements and precautionscontained in such. The permit is available for review byprospective bidders from the Owner.

ARTICLE 54: FIRE PROTECTION

a. The Contractor shall maintain free access to the building areasfor fire fighting equipment and shall at no time block off mainroadways or fire aisles without providing adequate auxiliaryroadways and means of entrance for fire fighting equipment,including heavy fire department trucks, where applicable.

b. The Contractor shall at all times cooperate with the Owner andkeep the municipal fire department informed of the means ofentrance and changes to roadways or fire aisles as needed toprovide fire department access to or around to Project site.

c. The Contractor shall, during the entire construction period anduntil the completion of the Work, provide and maintain allmaterial, equipment and services necessary for an adequate fireprotection system, which shall meet the approval of the Ownerand/or the Architect/Engineer. The system shall, at a minimum,meet the requirements set forth in the Contract Documents.These requirements shall be augmented and/or the installationsrelocated, as may be necessary to meet, at all times, thedemands of adequate protection in all areas and shall not bereduced prior to the completion of the Work without thewritten approval of the Owner.

d. The Contractor shall maintain during construction anappropriate number of fire extinguishers to meet Factory Mutualrequirements. Fire extinguishers shall be in good workingorder, conveniently located, clearly visible and readilyaccessible for proper protection of the Work.

e. Fire extinguishers shall be an approved type, equivalent to 2-1/2 gallon water pressurized, suitable for the hazards to beencountered. In areas of flammable liquid, asphalt, orelectrical hazards, fire extinguishers shall be equivalent tothe carbon dioxide type or dry chemical type. During freezingweather, extinguishers shall be enclosed in heated cabinets orbe of an antifreeze type.

f. The Contractor, Subcontractors and Sub-subcontractors and otherparties with temporary structures on the project shall provideand maintain fire extinguishers in each of such structures.

ARTICLE 55: TEMPORARY USE OF NEW ELEVATOR DURING CONSTRUCTION

a. When the Work has progressed sufficiently to permit theinstallation of new elevators, and after the enclosing walls ofthe elevator shaft have been built, the Contractor shall, at

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the Contractor's expense, make arrangements with the elevatorSubcontractor to provide, install and maintain one new elevatorfor temporary use. Elevator service shall be furnished free ofcharge to the Owner, Architect/Engineer, employees of the same,and all other persons or parties performing services for theOwner. All labor for loading and unloading of materials, shallbe by the party using the elevator.

b. Before temporary use of the elevator, the Contractor shallprotect the elevator cab with a metal screen ceiling below thepermanent ceiling. Padding and a substantial wood lining toprotect the walls and floor against damage shall also beinstalled. During the temporary use, the elevator shall beequipped with electric lights and car gates, and the shaftopening shall be protected with temporary gates as requiredfor safety and by applicable law.

c. Temporary wiring to elevator machinery for temporary use shallbe provided by the Contractor. The Contractor shall furnish,at the Contractor's expense, the services of competentelevator operators during the entire time that elevators areused for construction purposes.

d. At the completion of the Work the Contractor shall turn overthe elevator used on a temporary basis to the Owner in a firstclass condition. The Contractor shall pay the costs of allrefurbishing or repairs, required to satisfy this requirement.

ARTICLE 56: TELEPHONE

a. The Contractor shall provide telephone service at the Projectsite for use by the Contractor, Owner and Architect/Engineer.

b. The cost of installation, rent, message unit charges, andremoval shall be paid by the Contractor. All long distancecalls shall be paid by the party making such calls.

c. The Contractor shall provide a public telephone, convenientlylocated, for the use of others.

d. Telephones addressed in this Article 56 shall remain until thecompletion of the Work.

ARTICLE 57: NON-DISCRIMINATION PROVISION AND WAGE AND HOUR ACT

During the performance of this Contract, the Contractor agrees asfollows:

(1) The Contractor shall not discriminate against anyemployee or applicant for employment, because of sex,race, creed, color, religion, age, height, weight,marital status or national origin. The Contractor willtake affirmative action to ensure that applicants areemployed, and that employees are treated duringemployment without regard to their sex, race, creed,color, religion, age, height, weight, marital status,

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national origin, ancestry, sexual orientation,disability, or Vietnam-era Veteran status.

(2) Such action shall include, but not be limited to, thefollowing: employment; upgrading; demotion or transfer;recruitment or recruitment advertising; layoff ortermination; rates of pay or other forms of compensation;and selection for training, including apprenticeship.The Contractor agrees to post in conspicuous places,available to employees and applicants for employment,notices to be provided setting forth the provisions ofthis non-discrimination clause.

(3) The Contractor will, in all solicitations, oradvertisements for employees, placed by or on behalf ofthe Contractor, state that all qualified applicants willreceive consideration for employment without regard tosex, race, creed, color, religion, age, height, weight,marital status, national origin, ancestry, sexualorientation, disability, or Vietnam-era Veteran status.

(4) The Contractor will send to each labor union orrepresentative of worker with which the Contractor has acollective bargaining agreement or other contract orunderstanding, a notice, advising the labor union orworkers' representative of the Contractor's commitmentsunder Executive Order No. 11246, and shall post copies ofthe notice in conspicuous places available to employeesand applicants for employment.

(5) The Contractor will comply with all provisions ofExecutive Order No. 11246, and of the rules,regulations, and relevant orders of any governmentagency or authority having jurisdiction.

(6) The Contractor will furnish all information and reportsrequired by Executive Order No. 11246, and by the rules,regulations and orders of any government agency orauthority having jurisdiction. The Contractor shallpermit access to the Contractor's books, records, andaccounts by the administrative agency and the Secretary ofLabor for the purposes of investigation to ascertaincompliance with such rules, regulations and orders.

(7) In the event of the Contractor's noncompliance with thenon-discrimination clauses of this Contract, or with anyof the said rules, regulations or orders, this Contractmay be canceled, terminated or suspended in whole or inpart, and the Contractor may be declared ineligible forfuture University contracts or federally assistedcontracts in accordance with procedures authorized inExecutive Order No. 11246, or by rule, regulation or orderof any government agency or authority having jurisdiction.

(8) The Contractor will include the provisions of paragraphs 1through 8, of this Article 57, in every subcontract or

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purchase order unless exempted by rules, regulations, orother orders of the President's Committee on EqualEmployment Opportunity issued pursuant to Executive OrderNo. 11246, so that such provisions will be binding uponeach Subcontractor or Supplier. The Contractor will takesuch action with regards to any subcontract or purchaseorder as the administering agency may direct as a means ofenforcing such provisions including sanctions fornoncompliance. Provided, however, that in the event theContractor becomes involved in, or is threatened withlitigation with a Subcontractor or Supplier as a result ofsuch direction by the administering agency, the Contractormay request the United States of America to enter intosuch litigation to protect the interests of the UnitedStates of America.

(9) The Owner may require the Contractor and Subcontractors toprovide a written affirmative action program for thisproject.

ARTICLE 58: PREVAILING WAGE AND FRINGE BENEFIT RATES

a. The rates of wages and fringe benefits to be paid to eachclass of mechanics by the Contractor, Subcontractors and Sub-subcontractors shall not be less than the wage and fringebenefit rates prevailing in the locality in which the Work isto be performed, as determined from time to time by theMichigan Department of Consumer & Industry Services, Bureau ofSafety & Regulation, Wage Hour Division.

b. The Contractor and every Subcontractor and Sub-subcontractorshall keep posted on the construction site, in a conspicuousplace, a copy of all prevailing wage and fringe benefit ratesprescribed in the Contract and shall keep an accurate recordshowing the name and occupation of and the actual wages andbenefits paid to each construction mechanic employed inconnection with said Contract. This record shall be availablefor reasonable inspection.

c. The Owner, by written notice to the Contractor, and to thesurety of the Contractor, may terminate the Contractor's rightto proceed with that part of the Contract for which less thanthe prevailing rates of wages and fringe benefits have been orwill be paid, and may proceed to complete to Contract byseparate agreement with another contractor or otherwise, andthe original Contractor and the Contractor's surety shall beliable to the Owner for any excess costs occasioned thereby.Any person, firm or corporation or combination thereof,including the officers of any contracting agent, violating theprovisions of the Act is guilty of a misdemeanor.

d. In case there is an omission of any trade from the list ofwage rates and fringe benefits to be paid to each class ofmechanics by the Contractor, it shall be understood that thetrades omitted shall also be paid not less than the wage and

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fringe benefit rates prevailing in the locality in which theWork is to be performed.

ARTICLE 59: COMPLIANCE WITH "KICK-BACK" STATUTE AND REGULATIONS

The Contractor and each Subcontractor and Sub-subcontractor shallcomply with the following statutes, and with regulations issuedpursuant thereto, which are incorporated herein by reference:

(1) Title 18 U.S.C. Section 874:

"874. Kick-back from public work employees - whoever, byforce, intimidation or threat of procuring dismissal fromemployment, or by any other manner whatsoever induces anyperson employed in the construction, prosecution, completionor repair of any public building, public works, or building orwork financed in whole or in part by loans or grants from theUnited States of America, to give up any part of thecompensation to which they are entitled under their contractof employment, shall be fined not more than $5,000.00, orimprisoned not more than five (5) years, or both."

(2) Title 40 U.S.C. Section 276C:

"276C. Regulations governing Contractors and Subcontractors- The Secretary of Labor shall make reasonable regulations forContractors and Subcontractors engaged in the construction,completion or repair of public buildings, public works orbuildings or works financed in whole or in part by loans orgrants from the United States of America, including aprovision that each Contractor and Subcontractor shall furnishweekly a sworn affidavit with respect to the wages paid eachemployee during the preceding week."

ARTICLE 60: MEDICARE AND MEDICAID PROVISIONS

If it is determined that section 952 if the Medicare and Medicaidprovisions of the Omnibus Reconciliation Act of 1980 (Section 952amends section 1861 (v) (1) of the Social Security Act) applies tothe Contract, then until the expiration of four years after thefurnishings of services required by this Contract, the Contractorshall make available, upon written request, to the secretary of theDepartment of Health and Human Services or upon request to theController General of the United States or any of their dulyauthorized representatives, the Contract, any books, documents, andrecords of such Contractor which are deemed necessary to certifythe nature and extent of costs for services furnished under theContract, and if the Contractor carries out any of the duties ofthis Contract through a subcontract with a value or cost of$10,000.00 or more over a 12 month period, with a relatedorganization, such subcontract shall also contain a clause bindingthe Subcontractor to the identical provisions contained in thisArticle 60.

END