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Request for Bids Road Construction

Seminole Tribe of Florida Mabel T Frank Way

PUBLIC WORKS DEPARTMENT

ANNOUNCEMENT REQUEST FOR BIDS

ROADWAY CONSTRUCTION

MABEL T FRANK WAY

BIG CYPRESS SEMINOLE INDIAN RESERVATION HENDRY COUNTY, FLORIDA

MANDATORY SITE VISIT: 11:00 AM, Friday, May 15th, 2015 at project location.

PRE-BID MEETING: 1:30 PM, Friday, May 15th, 2015 at Administration Building located at: 31000 Josie Billie Highway, Clewiston FL 33440.

BIDS DEADLINE: 4:00 PM, Friday, May 29th, 2015

Hard Copy Proposals should be sent in one (1) original and five (5) copies with one (1) digital copy in PDF-format on CD-ROM of the complete proposal to:

SEMINOLE TRIBE OF FLORIDA ATTN: MONICA MARAGH, PURCHASING CONTRACTS SPECIALIST

6300 STIRLING ROAD HOLLYWOOD, FL 33024

ELECTRONIC PROPOSALS WILL BE ACCEPTED AND ARE PREFERRED.

Electronic proposals should be sent to: Email: [email protected]

DIRECT ALL QUESTIONS/INQUIRIES IN WRITING BY Wednesday, May 20, 2015, TO: MONICA MARAGH, CONTRACTS SPECIALIST, PURCHASING DEPT.

Email: [email protected]

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BACKGROUND

The Seminole Tribe of Florida (“Tribe”) manages approximately 89,279 acres in five (5) Federal reservations, plus other non-Trust parcels of Tribal Land in Florida. Activities on the reservations include cattle, citrus, vegetables, cultural and residential activities in the rural areas; and residential, retail sales, gaming, small businesses and cultural activities in the urban areas. In addition the Tribe has over 300 miles of road that provides access to the above mentioned areas of activity. All Tribal roadways activities such as design, construction and maintenance are managed by the Transportation Division of the Public Works Department.

PROJECT DESCRIPTION

The Tribe is requesting proposals for the construction of Mabel T Frank Way on the Big Cypress Seminole Indian Reservation, as detailed in the attached plans and specifications prepared by WadeTrim. This project involves the construction of a Parcel Unit Development (PUD) consisting of clearing, earthwork, underground utilities, paving, drainage system, signing, and marking.

SITE DESCRIPTION

The Big Cypress Seminole Indian Reservation is located in Glades and Hendry Counties. The nearest city is Clewiston, Florida. It encompasses sawgrass prairies, hardwood hammocks and cypress sloughs, and is home to several federal and state designated threatened and endangered species, as well as culturally important species. Refer to the environmental permit for more information. The Mabel T Frank Way construction project runs west for 0.58 miles from Josie Billie Highway. The planned improvement will provide infrastructure, including roads and utilities needed for new homes.

SITE VISIT

A mandatory site visit has been scheduled for May 15th, 2015 at 11:00 AM followed by Pre-Bid Meeting at 1:30 PM. Interested bidders shall meet with tribal staff at the intersection of Mabel T Frank Way and Josie Billie Highway for the site visit. The pre-bid meeting will take place at the Administration Building located at 31000 Josie Billie Highway, Clewiston FL 33440. See Attachment E.

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WORK TO BE COMPLETED

1. The project scope of work includes constructing Mabel T Frank Way. Work under the project will include: a. Pavement section inclusive of shoulders and sidewalk. b. Signing and pavement markings. c. Installation of a storm sewer system. d. Installation of a water main and services. e. Installation of a Sanitary Sewer System. f. Grading and earthwork.

2. Governing standards and specifications include the most recent Seminole Tribe of Florida

Construction Detail Manual, Florida Department of Transportation Design Standards, dated 2015; the Standard Specifications for Roads and Bridge Construction, dated 2015; Federal Highway Administration Manual on Uniform Traffic Control Devices, dated 2009, with revisions 1 and 2, as amended by Contract Documents, which include but are not limited to, the requirements of part I, II and III of the Construction Agreement.

3. All work will be completed over a period not to exceed two hundred and forty (240)

calendar days, beginning when the Tribe issues a “Notice-to-Proceed” for the Construction Agreement.

BID PROCESS TIMETABLE (May 5th, 2015) Bid documents issued (May 15th, 2015) Mandatory Site Visit/Pre bid meeting

(May 20th, 2015) Deadline for Prospective Contractor to submit Requests for Information (RFI)

(May 25th, 2015) Deadline for STOF response to all RFI (May 29th, 2015) Bid Deadline due to STOF by 4:00 PM ( TBD ) Preferred Contractor receives Notice of Intent to Award ( TBD ) Selected Contractor receives Notice to Proceed Note: The preferred contractor will be awarded the contact only after all requirements including but not limited to insurance and vendor registration have been met. TECHNICAL REQUIREMENTS

1. At a minimum, qualifying proposals shall demonstrate that the bidder possesses the qualifications necessary to construct a high quality and functional project.

2. To ensure the Bidder is capable of providing an acceptable level of service to the Tribe,

the following minimum qualifications must be met: Rev. 05/06/15



a. The Bidder must be certified by either the Federal Highway Administration or pre-qualified by the Florida Department of Transportation as qualified for constructing road and bridge projects (include qualification work classes and current capacity rating with your proposal).

b. The Bidder must have the capacity to do all the work and furnish all materials

called for, in the manner and to the standards of quality and performance established by the Tribe for the work proposed in this Request for Bids (RFB), and as may be required by Parts I, II and III of the Construction Agreement. The bidder will be required to self-perform a minimum of forty-percent (40%) of the work.

c. The Bidder must have the listed current personnel and maintain a fully equipped

organization capable, technically and financially, of performing the work required, and has performed similar work in a satisfactory manner.

d. The Bidder must carry adequate professional liability insurance and pollution

prevention insurance, consistent with the requirements listed under the “Additional Information” section of this RFB.

3. Compliance: All activities shall comply with the following:

a. Americans with Disabilities Act. b. Davis Bacon Act, and all applicable Federal requirements for construction. c. All applicable Federal and Tribal Rules, Ordinances and Environmental

Requirements, as detailed in the Construction Agreement Parts I, II and III. d. Regulations regarding NPDES erosion sediment control from construction sites. e. Regulations as listed in Parts I, II and III of the Construction Agreement, which is

attached to this RFB, and incorporated by reference.

SUBMISSION GUIDELINES The submission of a Bid shall constitute an incontrovertible representation by Bidder that:

1. Bidder has complied with the above requirements; and 2. Without exception, the Bid is premised upon performing and furnishing the Work

required by the Contract Documents; and 3. The Contract Documents are sufficient in scope and detail to indicate and convey

understanding of all terms and conditions for performance and furnishing of the Work.

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PROPOSAL CONTENT

1. Qualifying proposals must include the following: a) Exhibit A – A signed and fully completed Bid Form b) Exhibit B – Acknowledgement of Receipt of Addenda c) Exhibit C – Statements of qualifications (include qualification work classes and

current capacity rating with your proposal), resumes of key personnel, and signed qualification and financial information form

d) Exhibit D – A signed Contractor Certification Regarding Debarment and Suspension

e) Exhibit E – A signed and notarized Non-Collusion Affidavit of Prime Bidder f) Exhibit F – A list of sub-contractors, including tasks and amounts g) Exhibit G – Bid Bonds and certification of ability to obtain performance and

payment bonds h) Exhibit H – A listing of recently completed projects and contract amounts i) Exhibit I – A list of references j) Exhibit J - Certificate of Insurance k) Exhibit K – A copy of the State of Florida General Contractor’s License if

available (Certificate of Authority to do Business in the State of Florida – Occupational License)

l) Exhibit L – Florida Department of Business and Professional Regulation Licesnse(s), Certification(s), and/or Registrations

2. Qualifying proposals must demonstrate the prospective bidder’s prior credible experience

working on projects with similar scopes of work and organizational capacity and sufficient qualified personnel and machinery to complete the project while minimizing the impact to the residents.

3. It is the responsibility of each Bidder before submitting a Bid, to:

a. Examine the Contract Documents and Construction Agreement Parts I, II and II

thoroughly. b. Visit the site to become familiar with conditions that may affect costs, progress,

performance, or furnishing of the Work. c. Take into account federal, state and local laws, regulations, and ordinances that

may affect costs, progress, performance, furnishing of the Work, or award. d. Study and carefully correlate Bidder's observations with the RFB and all

attachments.

e. Notify the Tribe of all conflicts, errors or discrepancies in the Contract Documents of which Bidder knows or reasonably should have known.

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ADDITIONAL INFORMATION 1) Work under this RFB will be contracted utilizing the tribe’s Construction Agreement for

Tribally-funded projects Parts I, II and III. A copy of said contract is attached to this RFB (Attachment A) and incorporated by reference.

2) Resource Protection:

a. Archeological/historical resources: The contractor shall incorporate any suspected archeological or historical material into the deliverables for this work. Upon the discovery of suspected archeological or historical material, Contractor shall ensure that all work ceases in the vicinity of such material and immediately notify the Tribe’s project manager.

b. Native faunal species: the project area may contain habitat used by the

endangered Florida panther (Puma concolor coryi), Audubon’s crested caracara (Polyborus plancus audubonii), gopher tortoise (Gopherus polyphemus), wood stork (Mycteria americana), Eastern indigo snake (Drymarchon corais couperii) and the Florida black bear (Ursa americanus floridanus). Any suspected activity of un-collared panthers will be documented using GPS and reported to the Tribe. The successful bidder shall ensure that construction contractors use every precaution necessary to prevent disturbing and harassment of this or any wildlife encountered on the Reservations. The willful killing of any animal species while working on Reservation lands is illegal and will not be tolerated. Violations will void the contract.

3) Selection Criteria – Bids will be reviewed and a contractor selected based on the criteria listed in Attachment B.

4) Best Interest of the Tribe and Best Value Determination – The Seminole Tribe of Florida

reserves the right to reject any proposals with or without cause, to waive technical errors and informalities, and to accept the proposal that best serves the interest of the Tribe. The Evaluation Team will determine which offer represents the best value to the Tribe to allow the Tribe to consider making award to other than the lowest priced offer or other than the highest technically rated offer.

5) Equipment – The successful bidder will be responsible for providing all necessary equipment to fulfill the required work, as detailed in this RFB.

6) Registration – If not registered in the State of Florida, the successful bidder will be required

to provide evidence of authority to conduct business as an out-of-State corporation in the State of Florida.

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7) Title to Information and Equipment – Be advised that, upon entering into an Agreement with the Tribe, all information developed under the Agreement, of whatever type relating to the work performed under the Agreement shall be the exclusive property of Tribe. All machines, instruments and products purchased, manufactured or assembled by Contractor pursuant to this Agreement and paid for by Tribe shall be the exclusive property of Tribe. Upon termination of the Agreement, the Contractor shall dispose of such items as directed by the Tribe.

8) Insurance and Bonding Requirements – The Contractor and any subcontractors who perform

any of the projects identified in the contract shall secure, pay premiums for, and keep in force until the expiration of this contract, or subcontract under this contract, or any renewal thereof, the following insurance:

(1) Workman Compensation Insurance, as required by the laws of the various states in which

the contract is performed;

(2) Commercial General Liability (including umbrella or excess liability):$1,000,000 per occurrence; bodily injury and property damage liability: $1,000,000 per offense; personal and advertising injury liability: $1,000,000 products and completed operations policy aggregate and $2,000,000 policy general aggregate applicable to lines other than products and completed operations. Business Auto Insurance with $1 million/$2 million aggregate. Employer’s Liability: $1,000,000 per accident for bodily injury by accident or disease, including $1,000,000 disease aggregate. Other insurance not specifically mentioned in the above paragraph when required by law or other regulations. Each insurance company of the Contractor or subcontractor must hold a current Certificate of Authority issued by the Director State Department of Insurance authorizing it to transact the appropriate kind of insurance business in the State. To be acceptable, the policy of the insurance must contain a provision committing the insurer to pay for covered acts and omissions regardless of the fact that the same acts or omissions by the Contractor or subcontractors, its agents and employees may be covered under the Federal Tort Claims Act. Each policy of insurance obtained by the Contractor shall also name the United States of America and the Tribe as an additional insured party to the policy by policy endorsement. If the insurer denies coverage of a claim, does not defend the claim or does not pay the claim, and the claimant sues the Contractor or the United States or both for the injury, the following will occur: the Contractor or the United States of America, or both, will tender the defense to the insurance company. If the insurance carrier does not defend, and the Contractor or the Tribe or the United States of America defends or settles the claim, the insurer shall pay to the insured party that pays the claim (Contractor, Tribe, or United States of America). The amount of payment by the insurer will be the amount of the claim plus the cost of the defense, up to, but not to exceed the policy limit. Each policy of insurance shall contain an endorsement providing for at least 30 days’ notice mailed (certified return receipt requested) to the appropriate official of the Contractor, and the Tribe before the effective date of any notice of any suspension, cancellation or non-renewal of the required insurance. A certificate of each policy of insurance and any changes therein, shall be furnished to the federal contracting officer and the Tribe

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immediately upon receipt from the insurance company. Insurance companies of the Contractor must be satisfactory to the Tribe and the federal contracting officer, if applicable. When in the Tribe or the federal Contracting Officer’s opinion an insurance company is not satisfactory for reasons stated in writing, the Tribe or the federal Contracting Officer may recommend the Contractor obtain insurance through companies, which he/she deems satisfactory.

Each policy of insurance shall contain a provision that the insurance carrier waives any rights which it may have to raise as a defense the Tribe’s sovereign immunity from suite, but such waiver shall extend only to claims in the amount and nature of which are within the coverage and limits of the policy of insurance. The policy shall contain no provision, either express or implied, that will serve to authorize or empower, the insurance carrier to waiver or otherwise limit the Tribe’s sovereign immunity outside or beyond the coverage and limits of the policy of insurance.

BONDING:

Performance and payment bonds with penal amounts equal to 100% and 50% respectively of the amount of the contract are required by law when the bid exceeds $25,000. Such bonds are not required if all work performed under this contract is solely performed by the Tribe or public non-profit corporations serving as a government instrumentality of the Tribe. Proof of public non-profit corporate status must be furnished to, and be satisfactory to the Awarding Official. All subcontractors performing work under this contract are subject to bonding requirements. A bid bond of 5% is required, and performance and payment bonds are required with penal amounts equal to 100% and 50% respectively of the amount of the contract. Subcontractor Bonds are to be made payable to the Contractor. Corporate sureties offered for bonds furnished with this contract must be original documents and must appear on the list contained in the Department of Treasury Circular 570, entitled “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and Acceptable Reinsuring Companies.” The requirement for payment and performance bonding will be waived, subject to Tribal Council approval, for Native American firms serving as sub-contractors.

(3) Other Insurance Provisions:

(a) WAIVERS OF SUBROGATION – Contractor agrees to waive all rights of subrogation against the Tribe as respects loss, damage, claims, suits or demands, howsoever caused:

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To property, equipment, vehicles, laptops, cell phones, etc. owned, leased or used by the Contractor or the Contractor’s employees, agents or subcontractors; and

To the extent such loss, damage, claims, suits or demands are covered, or should be covered, by the required or any other insurance (except professional liability to which this requirement does not apply) maintained by the Contractor. This waiver shall apply to all first party property, equipment, vehicle and workers compensation claims, and all third party liability claims, including deductibles or retentions which may be applicable thereto. If necessary, the Contractor agrees to endorse the required insurance policies to acknowledge the required waivers of subrogation in favor of the Tribe. Contractor further agrees to hold harmless and indemnify the Tribe for any loss or expense incurred as a result of Contractor’s failure to obtain such waivers of subrogation from Contractor’s insurers.

(b) Acceptability of Insurers: Insurance is to be placed with insurers with a

current AM Best's rating of not less than A- VII, unless otherwise approved by the Tribe.

(c) Verification of Coverage: Contractor shall furnish the Tribe with an

Additional Insured endorsement evidencing the required coverage prior to the delivery of services to The Tribe. Certificates are to be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Renewal certificates are to be provided to the Tribe prior to the expiration of the required insurance policies. As an alternative to a certificate of insurance, Contractor’s broker or insurer may provide complete, certified copies of all required insurance policies, including endorsements necessary to affect coverage required by these specifications.

9) Supporting material supplied to interested bidders – If any supporting material is needed,

please address your request to Monica Maragh at [email protected]. Please do not contact any other employee of the Tribe for information with respect to this RFB.

10) Vendor Registration – Upon selection, if the Contractor does not have a vendor number with the Tribe, Contractor will be expected to register as a vendor with the Seminole Tribe of Florida before payment on activities is made.

11) Contact Person – All questions submitted will be answered in a manner that all potential

bidders will be able to view. Please direct all inquiries in writing to Monica Maragh at [email protected].

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ATTACHMENTS:

A. Sample Construction Agreement B. Selection Criteria C. Bid Form, Bid Document and Specifications D. List of Native American firms for consideration as sub-contractors and suppliers E. Map F. Exhibits

• Exhibit B – Acknowledgement of Receipt of Addenda • Exhibit C – Bidder Qualification Form • Exhibit D – Contractor Certification Regarding Debarment and

Suspension • Exhibit E – Non-Collusion Affidavit of Prime Bidder • Exhibit F – Sub-Contractor Listing • Exhibit G – Bonds and certification of ability to obtain performance bonds • Exhibit H – Listing of recently completed projects and contract amounts • Exhibit I – List of References • Exhibit J – Insurance Requirements

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AGREEMENT BETWEEN SEMINOLE TRIBE OF FLORIDA, A FEDERALLY RECOGNIZED INDIAN TRIBE UNDER 25 U.S.C. §476 (OWNER) AND CONTRACTOR

[FOR COMMERCIAL PROJECTS]

This agreement is made, entered into and effective as of the date of the last signature of this agreement, as follows:

PART I

A. Identification information OWNER: SEMINOLE TRIBE OF FLORIDA, A FEDERALLY RECOGNIZED INDIAN TRIBE UNDER 25 U.S.C.§476

CONTRACTOR:

Tribal Vendor Number:

OWNER ADDRESS: 6300 Stirling Road Hollywood, Florida 33024 P: (954) 966-6300

CONTRACTOR ADDRESS:

OWNER REPRESENTATIVE: Derek Koger Acting Director of Public Works Department Seminole Tribe of Florida 3107 N State Road 7 Hollywood, Florida 33021 P: (954) 894-1060 F: (954) 989-1172 [email protected]

CONTRACTOR REPRESENTATIVE:

PROJECT DESCRIPTION: Roadway construction of Mabel T. Frank Way

ENGINEER NAME: Steve L. Wallace, PE

PROJECT NAME, LOCATION, AND ADDRESS: Mabel T. Frank Way Big Cypress Seminole Indian Reservation Hendry County, Florida

ENGINEER ADDRESS: Wade Trim, Inc. 8745 Henderson Road Suite 220, Renaissance 5 Tampa, FL 33634

Part I – Tribe and Contractor Page 1


MonicaMaragh

Typewritten Text

ATTACHMENT A

B. Scope of Work The project scope of work includes ________________________________________________. The project will include ____________________________________________pursuant to the Contract Documents. The Work is subject to all applicable Seminole Tribe of Florida regulations. Governing standards and specifications also include the Seminole Tribe of Florida Construction Detail Manual, Florida Department of Transportation, Design Standards, dated 2014, Standard Specifications for Roads and Bridge Construction dated 2014; Federal Highway Administration Manual on Uniform Traffic Control Devices, dated 2009, with revisions 1 and 2, as amended by Contract Documents, which include but are not limited to, the requirements of part I, II and III of the Construction Agreement. Work under the project includes: a.

Contract Documents consist of: PART I OF AGREEMENT: EXHIBITS DESCRIPTION ATTACHED Attachment A Request for Bids X Attachment B Selection Criteria X Attachment C Plans, Bid Forms and Specifications X Attachment D List of native American Firms X Attachment E Map X Attachment F Exhibits Coversheet for Exhibits A to N X Exhibit A Bid Form X Exhibit B Acknowledgement of Receipt of Addenda X Exhibit C Statement of Qualifications and Resumes X Exhibit D Contractor Certification Regarding Debarment and Suspension X Exhibit E Non-Collusion Affidavit of Prime Bidder X Exhibit F List of Subcontractors X Exhibit G Bid Form – Payment and Performance Bonds X Exhibit H List of Recently Completed Projects and Contract Amounts X Exhibit I List of References X Exhibit J Certificate of Insurance X Exhibit K Certificate of Authority to do Business in the State of Florida-Occupational

License X

Exhibit L Florida Department of Business and Professional Regulation License(s), Certification(s), and/or Registration(s)

X

Exhibit M Addendums N/A Exhibit N Alternates and Allowances X PART II OF AGREEMENT: Basic Terms and Conditions of the Agreement, and PART III OF AGREEMENT: General Conditions of this Agreement


The Work is to be performed on the Project Location at the Site Address specified above. No changes in the Work or the Price shall be effective in the absence of a change order as stated in Part III. C. Price or Contract Sum

1. The Owner will pay the Contractor for all the Unit Price work an amount equal to the sum of the established unit prices from the Contractor’s Unit Price Bid Schedule times the actual quantities authorized and approved by the Owner/Engineer for the estimated lump sum of ________________________________________________ and 00/100 Dollars ($_______.00). Any other increase or decrease in this contract sum shall be in accordance with the Terms and Conditions of this Agreement and by Change Order. The estimated quantities times the established unit prices are indicated in the Unit Price Bid Schedule.

2. The Price is also subject to the Alternatives/Allowances that are stated in Exhibit N. The Price may be adjusted as the result of these Alternatives/Allowances as provided in Article 3.8 of Part III.

3. An alternate for the provision of a Performance and Payment bond {select one}

( X ) Will be required with an additional cost of $ 0.00 to be added to the above Contract Sum.

( ) Will not be required with no change in the Contract Sum.

D. Time

1. The Contractor shall achieve Substantial Completion of the entire Work no later than _____________________________________from the date of Notice to Proceed 2. Contractor shall achieve Final Completion of all punch list work within ______________________________of Substantial Completion.

Article 3.1 of Part II is deleted and replaced with the following: The date of commencement of the Work shall be upon receipt of the Notice to Proceed document.

3. Liquidated damages will be applicable at ____________________________________per day for each day of delay beyond the Contract Time for Substantial Completion. The same rate of liquidated damages shall also be applied for each day of delay in achieving the Contract Time for Final Completion with the inclusion of all punchlist items. This Agreement is made, entered into and effective as of the date of the last signature of this

agreement, in at least three original copies, of which one is to be delivered to the Contractor, one to the Architect for the use in the administration of the contract, and the remainder to the Owner.


It should be noted that this Agreement contains multiple Parts and Exhibits as specified in Part 1, B above.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement at Hollywood Seminole Indian Reservation, Broward County, Florida. SEMINOLE TRIBE OF FLORIDA, A FEDERALLY RECOGNIZED INDIAN TRIBE UNDER 25 U.S.C.§476 (Owner) By: Printed Name: Title: Date: By: Printed Name: Title: Date: CONTRACTOR By: _________________________________________ Signature Printed Name: _________________________________ Title:

_____________________________________ Date:


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PARTS II AND III OF AGREEMENT BETWEEN SEMINOLE TRIBE OF FLORIDA, A FEDERALLY RECOGNIZED INDIAN TRIBE UNDER 25 U.S.C. §476 (OWNER) AND CONTRACTOR

PART II OF AGREEMENT: BASIC TERMS AND CONDITIONS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Part I. § 1.2 The Contractor represents that as part of its submission of its price proposal it has reviewed the Plans and Specifications of the Contract Documents and acknowledges that the documents are sufficiently complete in detail for the Contractor to perform Work required to produce the results intended by the Contract Documents, and comply with all requirements of the Contract Documents. § 1.3 The Contractor shall execute the entire Work described in the Contract Documents. This Work involves all applicable and necessary Work for the Project. The Contractor shall provide all material, equipment, services and any other items necessary to fully complete the Work. Contractor shall, at its own expense as part of the Contract Price, secure all licenses, furnish all labor, material, plant, office space, tools, equipment, machinery, scaffolding, cartage, electric current for power purposes and provide all other items and personnel necessary for the full and diligent prosecution of the Work, all in compliance with applicable statutes, building codes, ordinances and regulations and in a first class workmanlike manner in strict accordance with the requirements of the Project as well as the directions of the Project Engineer and Owner Representative, and to the satisfaction of the Owner. § 1.4 The Contractor acknowledges that no representations as to the Work have been made by the Owner, the Project Engineer or by any one on the Owner’s behalf, except as in this Contract expressly set forth. The Contractor warrants and represents that it has visited the site of the proposed Work, that it has familiarized itself with existing conditions and the character of the operations to be carried on the Project per the requirements of the design documents and that it fully understands the facilities, difficulties and restrictions attending the execution of the Work under the Contract; the Contractor acknowledges that it has examined the Project and applicable regulatory requirements and from its own investigations has satisfied itself as to the nature and location of the Work, the general and local conditions, and all matters which may in any way affect the Work or its performance, and the Contractor agrees that it will not make any claim for or have any right to, damages because of any misinterpretation or misunderstanding of the Contract or because of any lack of information or because of any incorrect information or inaccuracies contained or conveyed by any borings or by any diagrams, drawings, surveys, maps or samples, or by reason of any conditions (subsurface of otherwise) at the site which are not disclosed thereby unless such conditions could not have been discovered by a legitimate investigation of Contractor. The Contractor further acknowledges that any estimate of quantities set forth in this Contract is approximate, that the quantity of labor and materials requisite to complete its work may be more or less than estimated, and that no action for damages shall accrue to the Contractor by reason of such difference, if any in the absence of a written change order. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. § 2.1 The Work required by the Contract Documents, including, without limitation, all construction details, construction means, methods, procedures and techniques necessary to perform the Work, use of materials, selection of equipment and requirements of product manufactures are consistent with (1) good and sound practices within the construction industry; (2) generally prevailing practices in the accepted industry’s standard application work; and (3) requirements of any warranties applicable to the Work. Prior to initiating any of the Work, the Contractor shall carefully study and compare all Contract Documents and

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shall at once report to the Engineer and the Owner in writing any (i) error, inconsistency or omission found occurring therein. If the Contractor performs, or allows any subcontractor performing any of the Work knowing it to be (i) subject to error, inconsistency or omission in the Plans and Specifications, the Contractor shall bear the costs of correcting such work. § 2.2 The Contract Documents are intended to include all items necessary for the proper execution and completion of the Work by Contractor. The Contract Documents are complementary and supplement each other. Any Work or materials shown, mentioned or reasonably inferable in one and not shown or reasonably inferable in others are still to be furnished by the Contractor without extra charge. The enumeration of particular items is still to be furnished by the Contractor without extra charge. The enumeration of particular items in the Contract Documents or in the Project Manual, Specifications and/or Drawings shall not be construed to exclude other items. The intention of the Contract Documents is to include all labor, materials, engineering, equipment, transportation, tools, plans, appliances, appurtenances and other facilities, whether specified herein or not, necessary for the proper execution and completion of the Work for the Contract Price and within the Contract Time. A more specific provision will take precedence over the less specific; a more stringent will take precedence over the less stringent; the more expensive item will take precedence over the less expensive. On all drawings, figures take precedence over scaled dimensions. Scaling of dimensions, if done, is done at the Contractor’s own risk. Where a conflict in and between Contract Documents appears to occur, the higher quality and the greater quantity of both materials and labor shall govern and shall be intended to be included in the Price. All indications and notations on the drawings and specifications that apply to one area, shall apply to the other areas. § 2.3 If the Contractor is required to furnish a payment and performance bond, such bonds shall be executed by it with a fidelity or surety company in form and amount satisfactory to the Owner. The Performance Bond shall guarantee the faithful performance of all contact obligations of this Contract. The Payment Bond shall be an unconditional payment bond and assure the prompt payment of all claims of lienors and laborers. The cost of the bond shall be considered an alternative add to the Base Contract Price. ARTICLE 3 DATE OF COMMENCEMENT § 3.1 The date of commencement of the Work shall be fixed at ten (10) days following Notice to Proceed or whenever permits are issued, whichever occurs last. § 3.2 The Contract Time shall be measured from the date of commencement. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract as specified in Part I. ARTICLE 5 PAYMENTS § 5.1 PROGRESS PAYMENTS § 5.1.1 Based upon Applications for Payment submitted to the Engineer and Owner by the Contractor and Certificates for Payment issued by the Engineer, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one (1) calendar month ending on the last day of the month. § 5.1.3 Provided that an Application for Payment is received by the Engineer and Owner not later than the fifth (5

th) day of a month, the Owner shall make payment to the Contractor not later than the fifth (5

th) day

of the following month. If an Application for Payment is received by the Engineer and Owner after the application date fixed above, payment shall be made by the Owner not later than thirty (30) days after the Engineer and Owner received the Application for Payment.

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§ 5.1.4 Each Application for Payment shall be based on the most recent Schedule of Values submitted by the Contractor in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work. The Schedule of Values shall be prepared in such form and supported by such data to substantiate its accuracy as the Engineer and Owner’s Representative may require. This Schedule, unless objected to by the Engineer or Owner’s Representative, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 5.1.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the Schedule of Values, less retainage of ten percent (10%). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.8 of Part III.

.2 Subtract the aggregate of previous payments made by the Owner; and .3 Subtract amounts, if any, for which the Owner has withheld or nullified a Certificate for

Payment as provided in Section 9.5 of Part III § 5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances:

.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Owner shall determine for incomplete Work, retainage applicable to such Work and unsettled claims; and

.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the

Contractor, any additional amounts payable in accordance with Section 9.10.3 of Part III. § 5.1.9 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.2 FINAL PAYMENT § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when:

.1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2.2 of Part III, and to satisfy other requirements, if any, which extend beyond final payment; and

.2 a final Certificate for Payment has been issued.

§ 5.2.2 The Owner's final payment to the Contractor shall be made no later than thirty (30) days after the issuance of the final Certificate for Payment, and subject to the provision of 9.10.2 on Part III. ARTICLE 6 TERMINATION OR SUSPENSION § 6.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of Part III. § 6.2 The Work may be suspended by the Owner as provided in Article 14 of Part III.

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ARTICLE 7 MISCELLANEOUS PROVISIONS § 7.1 Where reference is made in this Agreement to a provision of Part III as amended or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 7.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. 0.50% per month but not to exceed 6.0% per annum. § 7.3 Neither the Owner's nor the Contractor's representative shall be changed without ten (10) days written notice to the other party. ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS § 8.1 The Contract Documents are enumerated in Part I of this Agreement. § 8.1.2 The General Conditions are the terms contained in this Part II and Part III. § 8.1.3 The Drawings are as listed in Attachment C. ARTICLE 9 INSURANCE § 9.1 Contractor shall maintain insurance for the coverage and amount indicated on the attached Exhibit J. To the extent that any provision of Exhibit J is not consistent with the provisions of Part II or Part III the provisions of Exhibit J shall control. ARTICLE 10 REPAIR OF DEFECTIVE WORK AND WARRANTY OBLIGATIONS

§10.1. For inspection purposes, Contractor has two (2) days, from date of written notice, to correct any items of its Work needed to pass inspection and pass the Quality Control Standards set forth in the Contract Documents. If these items are not corrected, the penalty for not complying will result in an assessment of $150.00 per day or if not complied with within three (3) days, could result in another contractor completing the Work and the original Contractor being back charged. Contractor shall clean up their own Work as directed by Owner and dispose of all debris. § 10.2. The Contractor has seven (7) days, from being contacted, for any and all Warranty Work to be completed; this Work will be scheduled by the Owner or Owner’s Representative within five (5) business days’ notice. If for any reason the Contractor cancels the appointment made by Owner or Owner’s Representative, or does not show to an appointment, without 24 hours notice, another contractor will be scheduled and the original Contractor will be back charged whatever the replacement contractor charges. It is a breach of this Contract, if the warranty work order is not completed by the original Contractor. § 10.3. The Contractor represents that all materials, labor and/or systems furnished by the Contractor in connection with the Work shall be free of defect for a period of one (1) year for workmanship and two (2) years for systems. If a defect of material or workmanship occurs within this time period, the Owner or Owner’s Representative will notify the Contractor of such defect and upon receipt of such notice, the Contractor shall immediately at its expense act to satisfactorily repair and/or replace the defective material and/or workmanship and/or system.

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PART III OF AGREEMENT: GENERAL CONDITIONS ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement), Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Owner. The Contract Documents do not include other documents such as proposal requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, or portions of Addenda relating to bidding requirements). § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Engineer and Contractor, (2) between the Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Engineer or (4) between any persons or entities other than the Owner and Contractor. The Engineer shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Engineer's duties. § 1.1.3 THE WORK The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate contractors. § 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams. § 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 THE PROJECT MANUAL The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample forms, Conditions of the Contract and Specifications. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event of conflicts or discrepancies between or among the Contract Documents, interpretations will be based on the following priorities:

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.1 Change Orders and Amendments, with those of later date having precedence over those of earlier date. .2 The Agreement, with Addenda thereto taking precedence.

.3 Drawings and Specifications. In the case of an inconsistency between Drawings and

Specifications or within either Document not clarified by Addendum, the better quality or greater quantity of Work shall be provided in accordance with the Engineer’s interpretation.

.4 The General Conditions of the Contract for Construction.

§ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.2.4 The Contractor acknowledges and declares that it has visited and examined the site, examined all physical, legal and other conditions affecting the Work and is fully familiar with all of the conditions thereon affecting the same. In connection therewith, Contractor specifically represents and warrants to Owner that it has, by careful examination, satisfied itself as to: (1) the nature, location and character of the Project and the site, including, without limitation, the surface conditions of the site and all structures and obstructions thereof, both natural and man-made, and all surface water conditions of the site and the surrounding area; (2) the nature, location and character of the general area in which the Project is located, including, without limitation, its climatic conditions, available labor supply and labor costs, and available equipment supply and equipment costs; and (3) the quality and quantity of all materials, supplies, tools, equipment, labor and professional services necessary to complete the Work in the manner and within the cost and time frame required by the Contract Documents. § 1.2.4 .1 In connection with the foregoing, and being in the process of reviewing the Contract Documents and having visited the site, Contractor acknowledges and declares it has no current knowledge of any discrepancies, omissions, ambiguities, or conflicts in said Contract Documents, and that if it becomes aware of any such discrepancies, omissions, ambiguities, or conflicts in said Contract Documents, it will promptly notify Owner of such fact. § 1.2.4 .2 In arriving at Price and the Contract Time, Contractor will, as an experienced and prudent contractor, exercise its best judgment and expertise to include the impact of such circumstances upon the Price and the Contract Time. The parties agree that time is of the essence with respect to all time requirements in the Contract Documents. § 1.2.5 The Work shall consist of all items specifically included in the Contract Documents, as well as all additional items of work which are reasonably inferable from that which is specified in order to complete the Work in accordance with the Contract Documents. The Contract Documents are complementary, and what is required by any one Contract Document shall be as binding as if required by all. § 1.2.6 When more than one material, brand or process is specified for a particular item of Work, the choice shall be the Contractor’s. Contractor may, after notifying the Owner, select the one it considers to be the best. Approval by Owner of materials, suppliers, processes or Subcontractors does not imply a waiver of any Contract requirements including, without limitation, Contractor’s warranty. § 1.2.7 All Work shall conform to the Contract Documents. No change therefrom shall be made without review and written acceptance by Owner and Engineer.

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§ 1.3 CAPITALIZATION § 1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles of numbered articles or (3) the titles of other documents. § 1.4 INTERPRETATION § 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 EXECUTION OF CONTRACT DOCUMENTS § 1.5.1 The Contract Documents shall be signed by the Owner and Contractor. § 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the Engineer and the Engineer's consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Engineer or the Engineer's consultants, and unless otherwise indicated the Engineer and the Engineer's consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of Instruments of Service, except the Contractor's record set, shall be returned or suitably accounted for to the Engineer, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Engineer and the Engineer's consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Engineer and the Engineer's consultants. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Engineer and the Engineer's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Engineer and the Engineer's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Engineer's or Engineer's consultants' copyrights or other reserved rights. ARTICLE 2 OWNER § 2.1 GENERAL § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. The term "Owner" means the Owner or the Owner's authorized representative. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Owner shall not supervise, direct, or have control or authority over nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. Owner will not be responsible for Contractor’s failure to perform the Work in accordance with Contract Documents. .

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§ 2.2.2 Except for permits and fees, including those required under Section 3.7.1, which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.2.3 The Owner may furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site; however, the furnishing of these surveys and the legal description of the site shall not relieve the Contractor from its duties under the Contract Documents in general and Subparagraph 1.2.4 and 1.2.5 of the general Conditions in particular. There is no warranty or guaranty, either expressed or implied, that the conditions indicated by such investigations or records thereof, or that unforeseen developments may not occur, or that materials other than or in proportions different from those indicated may not be encountered. The Contractor shall undertake such further investigations and studies as may be necessary or useful. In connection with the foregoing, and subject to Paragraph 4.3.4, Contractor shall be solely responsible for locating (and shall locate prior to performing any Work) all utility lines, telephone company lines and cables, sewer lines, water pipes, gas lines, electrical lines, including, without limitation, all buried pipelines and buried telephone cables and shall perform the Work in such a manner so as to avoid damaging any such lines, cables, pipes and pipelines. In the event that actual locations differ materially from the information provided by Owner, then Contractor shall provide prior written notice to Owner before executing the Work and adjustments to time and/or compensation (whether increases or decreases) shall be made accordingly but only to the extent such differing locations cause an actual increase or decrease (as applicable). The Contractor shall exercise proper precautions relating to the safe performance of the Work. § 2.2.4 Owner may provide Contractor with explorations and tests of subsurface conditions. Contractor may not reply upon or make any claim against Owner or Engineer or any of their officers, directors, members, partners, employees, agents, consultants, or subcontractors with respect to completeness of such reports including means, methods techniques, sequences and procedures of construction to be employed by Contractor and safety precautions, or other data, interpretations, or opinions. If Contractor believes that any subsurface condition that is revealed is materially inaccurate or is of a an unusual nature as to require a change in the Contract Documents, then Contractor shall promptly and before further disturbing the subsurface condition, notify the Owner and Engineer in writing. Contractor shall not further disturb such condition or perform any Work in connection therewith until receipt of written order to do so. Contractor shall not be entitled to any adjustment in the Contract Price or Contract Time if (a) Contractor knew of the existence of such conditions at the time of becoming bound under negotiated contract, (b) such condition could have reasonably been discovered as a result of any examination, investigation, test or study of the Site and contiguous areas required by the Bidding or Contract Documents to be conducted by the Contractor or (c) Contractor failed to give written notice to the Owner. § 2.2.5 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner with reasonable promptness. Any other information or services relevant to the Contractor's performance of the Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written request for such information or services. § 2.2.6 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work. § 2.3 OWNER'S RIGHT TO STOP THE WORK § 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or fails to carry out Work in accordance with the Contract Documents, or fails or refuses to provide a sufficient amount of properly supervised and coordinated labor, materials or equipment so as to be able to complete the Work within the Contract Time subject to Owner being in compliance with its payment obligations hereunder or disregards the

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instructions of Owner when based on requirements of the Contract Documents the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK § 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Engineer's additional services made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Owner or Engineer in the administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or omissions discovered by the Contractor shall be reported promptly to the Owner and Engineer as a request for information in such form as the Owner and Engineer may require. § 3.2.1.1 If any errors, inconsistencies or omissions in Contract Documents are recognized by the Contractor, any member of its organization, or any of its Subcontractors, the Contractor shall be responsible for notifying the Owner and the Engineer in writing of such error, inconsistency or omission before proceeding with the Work. Said reasonable review shall not require the Contractor to assume responsibility for the Project design or require it to perform a peer review of the Contract Documents. The Owner will take such notice under advisement and within a reasonable time commensurate with job progress, render a decision. If Contractor fails to give such notice and proceeds with such Work, it shall correct any such errors, inconsistencies or omissions, with Contractor being liable for its appropriate portion of any increased costs associated with such corrective Work and with no extension of time. § 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Engineer, but it is recognized that the Contractor's review is made in the Contractor's

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capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents. The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations, but any nonconformity discovered by or made known to the Contractor shall be reported promptly to the Owner and Engineer. § 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions issued by the Engineer in consultation with the Owner when applicable in response to the Contractor's notices or requests for information pursuant to Sections 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Sections 4.3.6 and 4.3.7. If the Contractor fails to perform the obligations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be liable to the Owner or Engineer for damages resulting from errors, inconsistencies or omissions in the Contract Documents or for differences between field measurements or conditions and the Contract Documents unless the Contractor recognized such error, inconsistency, omission or difference and knowingly failed to report it to the Owner and Engineer. § 3.2.4 Should the Specifications and Drawings fail to particularly describe the material or kind of goods to be used in any place, then it shall be the duty of the Contractor to make inquiry of the Owner as to what is best-suited. The material that would normally be used in this place to produce first quality finished Work shall be considered a part of the Contract. § 3.2.5 In addition to and not in derogation of Contractor’s duties under Subparagraphs 1.2.1 and 1.5.2 hereof, the Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to the Engineer and Owner at once. If the Contractor fails to perform the obligations of Subparagraphs 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and to the Engineer and shall not proceed with that portion of the Work without further written instructions from the Engineer with consultation with the Owner where applicable. If the Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely responsible for any resulting loss or damage. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.3.4 It is understood and agreed that the relationship of Contractor to Owner shall be that of an independent contractor. Nothing contained herein or inferable herefrom shall be deemed or construed to

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(1) make Contractor the agent, servant or employee of the Owner, or (2) create any partnership, joint venture or other association between Owner and Contractor. Any direction or instruction by Owner in respect of the Work shall relate to the results the Owner desires to obtain from the Work, and shall in no way affect Contractor’s independent contractor status as described herein. § 3.3.5 The Contractor has the responsibility to ensure that all material suppliers and Subcontractors, their agents and employees, adhere to the Contract Documents, and that they order materials on time, taking into account the current market and delivery conditions and that they provide materials on time. The Contractor shall coordinate its Work with that of all others on the Project, including deliveries, storage, installations and construction utilities. The Contractor shall be responsible for the space requirements, locations and routing of its equipment. In areas and locations where the proper and most effective space requirements, locations and routing cannot be made as indicated, the Contractor shall meet with all others involved, before installation, to plan the most effective and efficient method of overall installation. § 3.3.6 The Contractor shall establish and maintain bench marks and all other grades, lines and levels necessary for the Work, report efforts or inconsistencies to the Owner and Engineer before commencing Work, and review the placement of the building(s) and permanent facilities on the site with the Owner and Engineer after all lines are staked out and before foundation work is started. Contractor shall provide access to the Work for the Owner, the Engineer, other persons designated by Owner, and governmental inspectors. Any encroachments made by Contractor or its subcontractors (of any tier) on adjacent properties due to construction as revealed by an improvement survey, except for encroachments arising from errors or omissions not reasonably discoverable by Contractor in the Contract Documents, shall be the sole responsibility of the Contractor, and Contractor shall correct such encroachments within thirty (30) days of the improvement survey (or as soon thereafter as reasonably possible), at Contractor’s sole cost and expense, either by removal of the encroachment (and subsequent reconstruction on the Project site) or agreement with the adjacent property owner(s) (in form and substance satisfactory to Owner in its sole discretion) allowing the encroachment to remain. § 3.4 LABOR AND MATERIALS § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 The Contractor may make substitutions only with the consent of the Owner, in accordance with a Change Order. Whenever a material or equipment is specified in the Contract Documents by using the name of a proprietary item or the name of a particular supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains “or equal” item, no substitution is permitted and other materials or equipment of other suppliers may be submitted to Engineer for review. If in Engineer’s discretion an item proposed by Contractor is functionally equal to that named and sufficiently similar so that no change in related Work will be required, it may be considered by Engineer as an “or equal” item. An “or equal” item (a) is at least equal in materials, quality, durability, appearance, strength and design characteristics, (b) will reliably perform at least equally well and achieve the results imposed by the design concept as a functioning whole, and (c) has a proven record of performance and availability of responsive service. Contractor certifies that if approved there will be no increase in cost to the Owner or increase in Contract Time. If in Engineer’s discretion a material or equipment proposed by Contractor does not qualify as an “or equal” it will be considered a proposed substitute. Contractor shall submit sufficient information to allow Engineer to determine if the item is essentially equivalent to that named. Requests for review will not be accepted by Engineer from anyone other than Contractor. Contractor shall make written application to Engineer for review of a proposed substitute including the following:

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· Certification that the proposed item 1) will perform adequately and achieve the results called for by the design, 2) is similar in substance to that specified, and 3) will be suited to the same use as that specified;

· Statement of 1) the extent, if any, to which the substitute will impact Substantial Completion, 2)

whether the substitute will require a change in the Contract Documents (or other work on the project), and 3) whether the substitute is subject to payment of any license fee or royalty;

· Identification of 1) all variations of the proposed substitute from that specified, 2) available

engineering, sales, maintenance, repair and replacement services; and · Itemized estimate of all costs or credits that will result directly or indirectly from use of such

substitute including costs of redesign and claims or other contractors affected by any resulting change.

§ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. Contractor shall also be responsible for labor peace on the Project and shall at all times make its best efforts and judgment as an experienced contractor to adopt and implement policies and practices designed to avoid work stoppages, slowdowns, disputes or strikes where reasonably possible and practical under the circumstances and shall at all times maintain Project-wide labor harmony. § 3.4.4 Materials shall conform to manufacturer’s standards in effect at the date of execution of the Agreement and shall be installed in strict accordance with manufacturer’s directions. The Contractor shall, if required by the Owner, furnish satisfactory evidence as to the kind and quality of any materials. All packaged materials shall be shipped to the site in the original containers clearly labeled, and delivery slips can be submitted with bulk materials identifying thereon the source and warranting quality and compliance with Contract Documents. § 3.4.5 When the manufacturer’s name, patent numbers, underwriter’s labels, model numbers or similar identifying marks are required, such markings shall be located as inconspicuously as possible. § 3.4.6 Rejection of Defective Materials: The Engineer, Owner’s Representative, or Owner may reject materials that do not conform to the Contract Documents. No rejected materials, the defects of which have been subsequently corrected, shall be used in the Work except with the permission of the foregoing parties. No extra time shall be allowed for completion of the Work due to the rejection of nonconforming materials. § 3.4.7 Rejection of Defective Work. The Engineer’s inspection of the Work shall not relieve the Contractor of its responsibilities to fulfill the Contract obligations, and all defective work shall be corrected. Unsuitable work may be rejected by the Engineer or Owner, whether or not such work and materials have been previously overlooked or misjudged by the Engineer and accepted for payment. If the Work or any part of the Work shall be found defective any time before the final acceptance of the whole Work, the Contractor shall immediately correct such defect satisfactory to the Engineer. If any material brought on the site for use in the Work, or selected for use in the Work, shall be rejected by the Engineer or Owner as unsuitable or nonconforming with Contract requirements, the Contractor shall immediately remove such materials from the vicinity of the Work. § 3.4.8 Materials Attached or Affixed to the Work: Nothing in this Contract shall be construed as vesting in the Contractor any right of property in the materials used after Contractor has received payment in full from the Owner for such materials and after they have been attached or affixed to the Work or the soil; but all such materials shall, on being so attached or affixed and upon payment by the Owner, become the property of the Owner, as well as any materials stored off-site as approved by Owner.

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§ 3.4.9 Debris, Chemical Waste: 3.4.9.1 The Contractor shall not permit the accumulation of debris, both exterior and interior. The Work area shall always be kept satisfactorily clean. The Contractor shall remove debris from the Work site and dispose of it at any private or public dump the Contractor may choose. The Contractor shall arrange for and obtain any approvals necessary from the Owners or officials in charge of such dumps and shall bear all costs, including fees resulting from such disposal, as applicable. 3.4.9.2 All garbage and debris shall be removed daily. 3.4.9.3 No open fire shall be permitted on site. 3.4.9.4 Chemical waste shall be stored in corrosion-resistant containers, removed from the Project site, and disposed of not less frequently than monthly unless directed otherwise. 3.4.9.5 Fueling and lubricating of vehicles and equipment shall be conducted to afford the maximum protection against spills and evaporation. Lubricants to be discarded or burned shall be disposed of according to approved procedures meeting all applicable regulations. In case of an oil or hazardous materials spill large enough to violate applicable local regulations, the Engineer shall be notified immediately. The Contractor shall be responsible for immediately cleaning up any such oil or hazardous waste spills resulting from its operations. Any costs incurred in cleaning up any such spills shall not increase the Price, as applicable. § 3.4.10 Site and Weather Protection: The Contractor shall take necessary precautions during the execution of work involving demolition not to disturb or damage any existing structure, landscaping, walks, roads or other items scheduled to remain. Subject to the other terms of the Contract Documents, the Contractor shall restore any damaged items to original condition as directed by the Engineer. The Contractor shall provide and erect acceptable barricades, fences, signs and other traffic devices to protect the Work from traffic and the public necessary. § 3.4.11 Archaeological and Historical Resources: All items having any apparent historical or archaeological interest discovered during any construction activities shall be carefully preserved and reported immediately to the Engineer and Owner for determination of appropriate actions to be taken. § 3.4.12 Safety Requirements: As between Owner and Contractor, Contractor is responsible to the Owner for any and all the safety issues relating to the Work on the Project. Contractor shall administer and manage the safety program. This will include, but not necessarily be limited to review of the safety programs of each Subcontractor. Contractor shall be responsible for coordinating any exchange of material safety data sheets or other hazard communication information required among employers at the Site in accordance with Laws or Regulations. Contractor shall monitor the establishment and execution of effective safety practices known to the industry, as applicable to Work on this Project, and the compliance with all applicable regulatory and advisory agency construction safety standards. The Contractor’s responsibility for review, monitoring and coordination of the Subcontractor’s safety programs shall not extend to direct control over execution of the Subcontractor’s safety programs. Notwithstanding Contractor’s safety obligations to the Owner, it is agreed and understood that each individual Subcontractor shall remain controlling employer responsible for the safety programs and precautions applicable to its own work and the activities of others’ work in areas designated to be controlled by such Subcontractors. § 3.5 WARRANTY § 3.5.1 The Contractor warrants to the Owner (Contractor’s “General Warranty”) that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's General Warranty excludes remedy for damage or defect

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caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. As required by the Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The Contractor shall cause all special warranties and guaranties of equipment, suppliers and/or product manufacturers to name the Owner or subsequent Purchaser as beneficiaries of such warranties and guaranties. § 3.5.2 All warranties shall include labor and materials and shall be signed by the manufacturer or subcontractor as the case may be and countersigned by the Contractor. All warranties shall be addressed to the Owner and Contractor and delivered to the Owner upon completion of the Work and before or with the submission of request for all final payment. § 3.5.3 The Contractor shall issue in writing to the Owner as a condition precedent to final payment a “General Warranty” reflecting the terms and conditions of this Paragraph 3.5 for all Work under the Contract. § 3.5.4 Except when a longer warranty time is specifically called for in the Specification sections of the final Construction Documents or is otherwise required of Contractor by law, the General Warranty shall be for twelve (12) months from Substantial Completion. § 3.5.4.1 Notwithstanding anything herein to the contrary, Owner and Contractor acknowledge and agree that nothing in the Contract Documents is intended in any way to transfer, shift or reallocate to the Contractor from the Owner any duty, responsibility, guarantee, warranty or liability placed by statute, law, ordinance, rule, regulation or other governmental act on the Owner (in its capacity as owner, developer, or through any other relationship between Owner and the Project). § 3.5.5 Warranties shall become effective as of the date of Substantial Completion of the entire Work, unless otherwise provided in any Certificate of Partial Substantial Completion approved by the parties or unless otherwise required of Contractor by law. § 3.5.6 In addition to the foregoing stipulations, the Contractors shall comply with all other warranties required of Contractor referred to in any portions of the Contract Documents or otherwise provided by law or in equity, and where warranties overlap, the more stringent requirement shall govern. §3.5.7 If for any reason the Contractor cannot warranty any part of the Work using material or construction methods that have been specified or shown, it shall promptly notify the Owner in writing after discovery of the condition. §3.5.8 The Contractor shall warrant for a period of twelve (12) months from Substantial Completion or longer as required by law that the building(s) shall be watertight and leak proof at every point and in every area, except where leaks can be attributed to damage to the building(s) by external forces beyond Contractor’s control, improper maintenance by Owner or its successors or by deficient design. The Contractor shall, immediately upon notification by the Owner of water penetration, cooperate with Owner and Engineer to determine the source of water penetration and if such source is due to the Contractor’s Work failing to comply with the requirements of the Contract Documents, Contractor shall do any work necessary to make the building(s) watertight. Subject to Contractor’s right of recovery against any applicable property insurance, Contractor shall also repair or replace any other damaged material, finishes, and furnishings, damaged as a result of such water penetration caused by the failure of Contractor’s Work to comply with the requirements of the Contract Documents, to return the building(s) to its (their) condition existing immediately prior to such water penetration at no increase in the Price, as applicable. Owner and Contractor will cooperate with each other in regard to any claims against any applicable insurance. § 3.6 TAXES § 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when proposals or bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect.

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§ 3.7 PERMITS, FEES AND NOTICES § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of the Contract and which are legally required when bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of Tribal or other authorities applicable to performance of the Work. § 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Engineer and Owner in writing, and necessary changes shall be accomplished by appropriate Modification. § 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Engineer and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.8 ALLOWANCES § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct. § 3.8.2 Unless otherwise provided in the Contract Documents:

.1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;

.2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;

.3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2.

§ 3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay in the Work. § 3.9 SUPERINTENDENT § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. § 3.9.2 Owner shall have the right, upon notice, to demand that the superintendent or other key personnel retained by Contractor be replaced by Contractor; provided, however, Owner shall be responsible for any increases to Contractor’s time or cost of performance of the Work in the event Owner requires Contractor’s superintendent or other key personnel of Contractor to be replaced without cause. In the event of such demand, Contractor shall, within a reasonable period of time not to exceed thirty (30) days after notification thereof, replace said individual(s) with an individual satisfactory to Owner, in Owner’s sole discretion. If said replacement is disapproved, the Contract may, at Owner’s option, be terminated for cause in accordance with the procedures set forth in Paragraph 14.2 below.

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§ 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit at pre-construction meeting for the Owner's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. The schedule shall indicate the proposed starting and completion dates for the various subdivisions of the Work as well as the totality of the Work. The schedule shall be updated every thirty (30) days and submitted to Owner with Contractor’s Application for Payment. Each schedule shall contain a comparison of actual progress with the estimated progress for such point in time stated in the original schedule. If any schedule submitted sets forth a date for Substantial Completion for the Work or any phase of the Work beyond the Date(s) of Substantial Completion established in the Contract (as the same may be extended as provided in the Contract Documents), then Contractor shall submit to Owner for its review and approval a narrative description of the means and methods which Contractor intends to employ to expedite the progress of the Work to ensure timely completion of the various phases of the Work as well as the totality of the Work. To ensure such timely completion, Contractor shall take all necessary action including, without limitation, increasing the number of personnel and labor on the Project and implementing overtime and double shifts. In that event, Contractor shall not be entitled to an adjustment in the Contract Sum or the schedule. For the purpose of determining what constitutes “overtime”, a regular working day shall be 8:00 AM to 5:00 PM Monday thru Friday except holidays). Whenever overtime work is implemented (whether necessary to ensure timely completion of the Work as set forth above or as otherwise may be requested by Owner), the Owner (or Owner’s representative) shall have the right to inspect such overtime work and Contractor will be billed monthly at a rate of $150/hour therefor. Final payment will be withheld until all inspection overtime charges by the Owner have been paid by the Contractor. Inspection overtime costs and policies applicable to the Contractor regarding the Owner’s inspectors shall include the Owner’s consultant engineering inspectors. All costs of engineering and inspection on behalf of the Owner – for overtime inspection and extended overhead – will be charged to the Contractor. § 3.10.2 The Contractor shall prepare and keep current, for the Owner's approval, a schedule of submittals which is coordinated with the Contractor's construction schedule and allows the Owner reasonable time to review submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner not less than on a weekly basis. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE § 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Engineer and the Owner and shall be delivered to the Owner upon completion of the Work. § 3.11.2 At the Date of Final Completion and as a condition precedent to final payment, the Contractor shall furnish the following documents to the Owner: Record Drawings showing the field changes and selection (all changes and selections to be approved by the Owner and Engineer in advance) affecting the general construction, mechanical, electrical, plumbing, and all other work, and carefully drawn marking on a set of reproducible prints of the Engineer’s Drawings obtained and paid for by Contractor. The Contractor shall maintain at the job site one (1) set of Engineer’s Drawings and indicate thereon each field change as it occurs. In addition, Contractor shall provide marked-up As-Builts for field revisions to Engineer with a copy to the Owner. Engineer shall incorporate these revisions as well as any supplemental instructions or answers to RFI’s on a reproducible set of drawings.

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§ 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Engineer with consultation with the Owner where applicable is subject to the limitations of Section 4.2.7. Informational submittals upon which the Engineer is not expected to take responsive action may be so identified in the Contract Documents. Submittals which are not required by the Contract Documents may be returned by the Engineer without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and submit to the Engineer with a copy to Owner Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. Submittals which are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Engineer without action. § 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Engineer with consultation with the Owner where applicable. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Engineer's review of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Engineer and copied Owner in writing of such deviation at the time of submittal and (1) the Engineer with consultation with the Owner where applicable has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Engineer's review thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Engineer with consultation with Owner where applicable on previous submittals. In the absence of such written notice the Engineer's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of Engineerure or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and

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procedures. The Contractor shall not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Engineer will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Engineer with copy to Owner. The Owner and the Engineer shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided the Engineer has specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Engineer will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance or design criteria required by the Contract Documents. § 3.13 USE OF SITE § 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. Owner and Contractor shall cooperate and coordinate their uses of the Project site so as to not unreasonably interfere with each others’ required activities. Contractor shall submit to Owner, for its approval, Contractor’s plan for staging the Work, including the planned location of any construction trailer(s), and such staging shall be accomplished as agreed to between the parties so as not to interfere with Owner’s trailer. § 3.14 CUTTING AND PATCHING § 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. It is the intent of the Contract Documents that all areas requiring cutting and patching shall be restored to a completely finished condition acceptable to the Owner. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. § 3.15 CLEANING UP § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost thereof shall be charged to the Contractor. § 3.16 ACCESS TO WORK § 3.16.1 The Contractor shall provide the Owner and Engineer access to the Work in preparation and progress wherever located. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS § 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Engineer harmless

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from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Engineer. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Engineer. § 3.18 INDEMNIFICATION § 3.18.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Section 11.3, the Contractor shall defend, indemnify and hold harmless the Owner, Engineer, Engineer's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. ARTICLE 4 ADMINISTRATION OF THE CONTRACT § 4.1 ENGINEER § 4.1.1 The Engineer is the person lawfully licensed to practice Engineerure or an entity lawfully practicing Engineerure identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term "Engineer" means the Engineer or the Engineer's authorized representative. § 4.1.2 If the employment of the Engineer is terminated, the Owner shall employ a new Engineer whose status under the Contract Documents shall be that of the former Engineer. § 4.2 OWNER’S AND ENGINEER'S ADMINISTRATION OF THE CONTRACT § 4.2.1 The Engineer with consultation with the Owner where applicable will provide administration of the Contract as described in the Contract Documents (1) during construction, (2) until final payment is due and (3) during the one-year period for correction of Work described in Section 12.2. The Engineer will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Contract. No decision or action of the Engineer pursuant to any provisions of this Agreement shall be binding on Owner without the Owner’s express written consent. § 4.2.2 The Engineer, as a representative of the Owner, will visit the site at intervals appropriate to the stage of the Contractor's operations but no less than once a month (1) to become generally familiar with the progress and quality of the portion of the Work completed, (2) to guard against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Engineer will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Engineer nor the Owner will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for

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the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Section 3.3.1. § 4.2.3 The Engineer will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Engineer will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 Communications Facilitating Contract Administration. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall endeavor to communicate with each other with copies to the Engineer about matters arising out of or relating to the Contract. Communications by and with the Engineer's consultants shall be through the Engineer. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. § 4.2.5 Based on the Owner’s and Engineer's evaluations of the Contractor's Applications for Payment, the Owner will review and pay the amounts due the Contractor § 4.2.6 The Engineer with consultation with the Owner where applicable will have authority to reject Work that does not conform to the Contract Documents. Whenever the Engineer with consultation with the Owner where applicable considers it necessary or advisable, the Engineer will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Engineer nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Engineer or the Owner to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Engineer with consultation with the Owner where applicable will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Engineer's action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Engineer's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Owner’s and Engineer's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Engineer's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Engineer, of any construction means, methods, techniques, sequences or procedures. The Engineer's review of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Engineer will prepare Change Orders and Construction Change Directives, and submit to Owner. The Owner may authorize minor changes in the Work as provided in Section 7.4. All Change Orders, Construction Change Directives and field directives shall require the approval of Owner in writing to be binding on Owner and before Contractor is required to commence the changed work. § 4.2.9 The Engineer with the Owner will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. § 4.2.10 Reserved.

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§ 4.2.11 The Engineer with consultation with the Owner where applicable will interpret and decide matters concerning performance under and requirements of, the Contract Documents on written request of the Contractor. The Engineer's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If no agreement is made concerning the time within which interpretations required of the Engineer shall be furnished in compliance with this Section 4.2, then delay shall not be recognized on account of failure by the Engineer to furnish such interpretations until fifteen (15) days after written request is made for it with a copy to the Owner. § 4.2.12 Interpretations and decisions of the Engineer will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and initial decisions, the Engineer will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. § 4.2.13 In reviewing the quality and progress of the Work and submittals received from the Contractor, the Engineer is acting under the terms of its contract with the Owner in following the work. Unless otherwise expressly agreed in writing by Owner in each instance, no action, approval or omission to act or failure to advise the Contractor as to any matter by the Owner or Engineer shall in any way relieve the Contractor from its responsibility for the performance of the Work in strict accordance with the Contract Documents; provided, however, Owner shall be responsible for any increased cost or time incurred by Contractor as a result of Owner’s or Engineer’s failure to promptly notify Contactor of any deficiency in the Work they have actual knowledge of. § 4.3 CLAIMS AND DISPUTES § 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim. § 4.3.2 Time Limits on Claims. Claims by the Contractor must be initiated within twenty-one (21) days after occurrence of the event giving rise to such Claim or within twenty-one (21) days after the Contractor first recognizes the condition giving rise to the Claim, whichever is later. The failure of Contractor to comply with the notice requirements of this Paragraph 4.3.2 shall be a waiver of the claim. Claims must be initiated by written notice to the Engineer and the Owner. § 4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing or as provided in Article 14, the shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than twenty-one (21) days after first observance of the conditions. The Engineer will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Engineer determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Engineer shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in opposition to such determination must be made within twenty-one (21) days after the Engineer has given notice of the decision. If the conditions encountered are materially different, the

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Contract Sum and Contract Time shall be equitably adjusted, but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the adjustment shall be subject to further proceedings pursuant to Section 4.5. § 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Said notice shall itemize all claims and shall contain sufficient detail and substantiating data to permit evaluation of same by Owner and Engineer to the extent then known by Contractor. No such claim shall be valid unless so made. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.6. § 4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written interpretation from the Engineer, (2) an order by the Owner to stop the Work where the Contractor was not at fault, (3) a written order for a minor change in the Work issued by the Owner, (4) failure of payment by the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds, Claim shall be filed in accordance with this Section 4.3. § 4.3.7 Claims for Additional Time § 4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work on the critical path. In the case of a continuing delay only one (1) Claim is necessary. § 4.3.7.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. Requests for extensions of construction time due to adverse weather conditions shall include U.S. Weather Bureau Climatological Reports for the months involved plus a report indicating the average precipitation, temperature, wind, etc. for the past ten (10) years from the nearest reporting station. The ten (10) year average will be the basis for determining the number of adverse weather days and the effect resulting therefrom on construction for days lost due to adverse weather in excess of the normally expected lost time; provided, however, if the Owner reasonably determines that the seasonal average of adverse weather days during any particular month during construction is less than the monthly seasonal average that would be normally expected, no Change Order shall be issued and the request for extension of time shall be denied. § 4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding twenty-one (21) days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract which would not normally be reasonably anticipated from the terms of the Contract Documents. This mutual waiver includes:

.1 damages incurred by the Owner for financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and

.2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work.

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This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 4.3.10 shall be deemed to preclude an award of liquidated or direct damages, when applicable, in accordance with the requirements of the Contract Documents. § 4.4 RESOLUTION OF CLAIMS AND DISPUTES § 4.4.1 Claims, including those alleging an error or omission by the Engineer but excluding those arising under Sections 10.3 through 10.5, shall be referred initially to the Engineer with a copy to Owner for evaluation . An initial evaluation by the Engineer with consultation with the Owner where applicable shall be required as a condition precedent to mediation or litigation of all Claims of the Contractor arising prior to the date final payment is due, unless thirty (30) days have passed after the Claim has been referred to the Engineer and copied to the Owner with no evaluation has been made by the Engineer or decision having been rendered by the Owner. . § 4.4.2 The Engineer with consultation with the Owner will review Claims of the Contractor and within ten (10) days of the receipt of the Claim give an evaluation of the Claim that may involve one or more of the following actions: (1) request additional supporting data from the Contractor or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the Contractor that there is not sufficient information to evaluate the merits of the Claim. The Engineer’s evaluation is advisory only and is not binding on the Owner. The Owner may take the Engineer’s evaluation and independently advise the Contractor of its position on the Claim as provided in § 4.4.5 . § 4.4.3 Reserved. § 4.4.4 If the Owner requests the Contractor to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten (10) days after receipt of such request, and shall either provide a response on the requested supporting data, advise the Owner when the response or supporting data will be furnished or advise the Owner that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Owner will either reject or approve the Claim in whole or in part. § 4.4.5 The Owner will approve or reject Claims by written decision, and it shall notify the parties of any change in the Contract Sum or Contract Time or both. § 4.4.6 Reserved. § 4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by the Owner, by mediation. § 4.5 MEDIATION § 4.5.1 Any controversy or claim arising out of or relating to this contract, or the breach thereof may be subject to mediation which may be initiated by either party upon ten (10) days written notice to the other party. All mediation proceedings shall be held at the Administrative Offices of the Seminole Tribe of Florida within the confines of Broward County in the State of Florida. Selection of Mediator shall be subject to mutual agreement of the parties. In the alternative, the Mediator shall be selected by a neutral third party. The parties and the Mediator shall maintain strict confidentiality with respect to any mediation proceeding. Nothing that transpires during the mediation proceeding is intended in any way to affect the rights or prejudice the position of any of the parties to the dispute in any later litigation or proceeding. The

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Mediator is authorized to end the mediation whenever further efforts at mediation would not contribute to a solution of the dispute between the parties. A written report of the mediation process will not be prepared by the Mediator. There shall be no record, electronic or otherwise, of the mediation proceeding. Mediator’s fee or time charge rate will be established at the time of selection or appointment. The expenses of witnesses for either side shall be paid by the party providing such witnesses. All other expenses of the mediation, including required traveling and other expenses of the Mediator, and the expenses of any witness, or the cost of any proofs or expert advice produced at the direct request of the Mediator, shall be shared equally by the parties unless they agree otherwise. Neither party shall institute litigation while the mediation proceeding is pending; however, a party may withdraw at any time from the mediation proceeding. Any written settlement agreement of the parties that emerges from mediation shall be final and binding once fully executed, and the contents of which shall be maintained in strict confidentiality. The mediation proceeding shall be deemed terminated if, and when: (a) the parties have not executed a written settlement agreement within forty-five (45) days following conclusion of the mediation formal meeting (which deadline may be extended by mutual agreement), or (b) either party serves on the other party and on the Mediator a written notice of withdrawal from the proceeding. The Mediator shall apply all applicable laws in conducting the mediation proceedings, and in assessing the respective positions of each party to the mediation in an effort to bring about a voluntary resolution of the dispute. Nothing contained herein is intended to constitute consent on the part of the Owner or the Contractor to participate in any legal proceeding regarding any claim, controversy or dispute arising out of or relating to this Agreement or to pay any alleged breach thereof and nothing contained herein shall be construed as consent on the part of either Owner or Contractor to submit to the jurisdiction of any tribunal for that purpose. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. § 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Engineer the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Owner will promptly reply to the Contractor in writing stating whether or not the Owner, after due investigation, has reasonable objection to any such proposed person or entity. Failure of the Owner to reply promptly shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required.

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§ 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner makes reasonable objection to such substitute. § 5.3 SUBCONTRACTUAL RELATIONS § 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and Engineer. Each subcontract agreement shall preserve and protect the rights of the Owner and Engineer under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided that:

.1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements which the Owner accepts by notifying the Subcontractor and Contractor in writing; and

.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract.

§ 5.4.2 Upon such assignment, if the Work has been suspended for more than thirty (30) days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Section 4.3. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised.

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§ 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12. § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Owner apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. § 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor. § 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 OWNER'S RIGHT TO CLEAN UP § 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Engineer will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement between the Owner and Contractor; a Construction Change Directive requires written approval by the Owner and Engineer and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Owner alone. If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times), the giving of any such notice will be Contractor’s responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work.

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§ 7.2 CHANGE ORDERS § 7.2.1 A Change Order is a written instrument prepared by the Engineer and signed by the Owner and Contractor, stating their agreement upon all of the following:

.1 change in the Work;

.2 the amount of the adjustment, if any, in the Contract Sum; and

.3 the extent of the adjustment, if any, in the Contract Time. § 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Section 7.3.3. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order directed to the Contractor and signed by the Owner, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods:

.1 mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation;

.2 unit prices stated in the Contract Documents or subsequently agreed upon;

.3 cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or

.4 as provided in Section 7.3.6. § 7.3.4 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Owner in writing of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.5 A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them for the items covered in each Construction Change Directive. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.6 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by the Owner on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a reasonable allowance for overhead and profit. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.6 shall be limited to the following:

.1 costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers' compensation insurance;

.2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or consumed;

.3 rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others;

.4 costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work;

.5 additional costs of supervision and field office personnel directly attributable to the change;

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.6 Subcontractor’s work; .7 Subcontractors overhead and profit shall not exceed an aggregate of ten (10%) percent of the cost of Subcontractor’s work. This provision and any other applicable provisions of this Agreement shall be included in all Subcontractor agreements with Contractor; and .8 Contractors overhead and profit shall not exceed an aggregate of ten (10%) percent of the cost. § 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a net decrease in the Contract Sum shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.8 Pending final determination of the total cost of a Construction Change Directive to the Owner, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by a Change Order indicating the parties' agreement with part or all of such costs. § 7.3.9 When the Owner and Contractor agree concerning the adjustments in the Contract Sum and Contract Time, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. § 7.4 MINOR CHANGES IN THE WORK § 7.4.1 The Owner will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly. ARTICLE 8 TIME § 8.1 DEFINITIONS § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Engineer in consultation with the Owner in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five (5) days or other agreed period before commencing the Work. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time.

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§ 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Engineer, or of an employee of either, or of a separate contractor employed by the Owner, or by changes ordered in the Work, or by , occurrences beyond the control and without the fault or negligence of the Contractor and which by the exercise of reasonable diligence the Contractor is unable to prevent or provide against, including labor disputes, (other than disputes limited to the work force of, or provided by, the Contractor), unusual delay in deliveries not reasonably anticipatable and , unavoidable casualties , or by fire or other major casualty events to be covered under the property insurance regardless of cause (except for willful misconduct or gross negligence of Contractor or anyone for whom Contractor is responsible) or by other occurrences which the Engineer, subject to the Owner’s approval, determines may justify delay, then provided that the Contractor is in compliance with Subparagraph 4.3.3 hereof, the Contract Time shall be extended by Change Order or Construction Change Directive for the length of time actually and directly caused by such occurrence as determined by the Engineer with consultation with the Owner and accepted by the Contractor; provided, however, that such extension of Contract Time shall be net of any delays caused by or due to the fault or negligence of the Contractor or which are otherwise the responsibility of the Contractor (except with respect to any delays caused by fire and other casualty events to be covered under the property insurance regardless of cause (except for willful misconduct or gross negligence of Contractor or anyone for whom Contractor is responsible), and shall also be net of any contingency or “float” time allowance included in the Contractor’s construction schedule. In the event of any occurrence likely to cause a delay, Owner, Contractor and Engineer shall cooperate in good faith with each other to minimize and mitigate the impact of any such occurrence and do all things reasonable under the circumstances to achieve this goal. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Section 4.3. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES § 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Engineer and Owner’s Representative a Schedule of Values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate its accuracy as the Engineer and Owner’s Representative may require. This schedule, unless objected to by the Engineer and Owner’s Representative, shall be used as a basis for reviewing the Contractor's Applications for Payment. Such Schedule of Values shall be updated at the time of each change order. § 9.3 APPLICATIONS FOR PAYMENT § 9.3.1 At least thirty (30) days before the date established for each progress payment, the Contractor shall submit to the Owner and Engineer an itemized Application for Payment for operations completed in accordance with the most Schedule of Values, a copy of which is to attached to the application. Such application shall be notarized, and supported by such data substantiating the Contractor's right to payment as the Owner or Engineer may require, such as copies of requisitions from Subcontractors and material suppliers, and reflecting retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.8, such applications may include requests for payment on account of changes in the Work which have been properly authorized by Construction Change Directives, but not yet included in Change Orders.

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§ 9.3.1.2 Such applications may not include requests for payment for portions of the Work for which the Contractor does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. Contractor further warrants that as part of its submittal of each Application for Payment that all persons performing work under the contract have been paid for all work through the date of the prior application payment. § 9.3.4 The Application for Payment shall be accompanied by: .1 an unconditional waivers and releases of any claim for payment excluding unpaid retainage from Contractor for Work done and materials furnished under the current Application for Payment in such form as may be required by the Owner; and .2 an unconditional waivers and releases of any claim for payment excluding unpaid retainage from all Subcontractors, laborers and materialmen for Work done and materials furnished under the prior month’s Application for Payment in such form as may be required by the Owner. § 9.4 CERTIFICATES FOR PAYMENT § 9.4.1 The Engineer will, within seven (7) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment approved and signed by the Engineer, with a copy to the Contractor, for such amount as the Engineer determines is properly due, or notify the Contractor and Owner in writing of the Engineer's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Engineer to the Owner, based on the Engineer's evaluation of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Engineer's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Engineer. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Engineer has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 DECISIONS TO WITHHOLD CERTIFICATION § 9.5.1 The Owner or Engineer may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Engineer's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Owner or Engineer is unable to certify payment in the amount of the Application, the Engineer will notify the Contractor and Owner as provided in Section 9.4.1.

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If the Contractor and Owner or Engineer cannot agree on a revised amount, the Engineer will promptly issue a Certificate for Payment for the amount for which the Engineer is able to make such representations to the Owner. The Owner or Engineer may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Engineer's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of:

.1 defective Work not remedied;

.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor;

.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment;

.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;

.5 damage to the Owner or another contractor;

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

.7 persistent failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.6 PROGRESS PAYMENTS § 9.6.1 After the Engineer has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Engineer. § 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.6.3 The Engineer will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Engineer and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 Neither the Owner nor Engineer shall have an obligation to pay or to see to the payment of money to a Subcontractor except as may otherwise be required by law. § 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision.

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§ 9.7 FAILURE OF PAYMENT § 9.7.1 If the Engineer does not issue a Certificate for Payment, through no fault of the Contractor, within seven (7) days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven (7) days after the date established in the Contract Documents the amount certified by the Engineer, then the Contractor may, upon seven (7) additional days' written notice to the Owner and Engineer, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 SUBSTANTIAL COMPLETION § 9.8.1 Substantial Completion is generally the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. The Work will not be considered suitable for Substantial Completion review until all of the following conditions have been met:

(a) Project systems included in the Work are operational as designed and scheduled; (b) All designated or required inspections and certifications have been made and posted,

specified instructions to Owner’s personnel in the operation of major systems have been provided;

(c) Successful completion of all required system testing provisions in the Contract Documents; (d) Record shop drawings and operation and maintenance manual submittals received and

accepted by the Engineer; (e) Record drawing redlines have been received and accepted by the Engineer; (f) Delivery to and acceptance by the Engineer of all spare parts and special tools; (g) Receipt and acceptance by the Engineer of all guarantee certifications, performance

affidavits, and all other certifications required by the Contract Documents; and (h) Contractor shall certify that all remaining Work will be completed within fourteen (14)

consecutive calendar days or as agreed upon following the date Contractor receives Owner’s final punch list.

Warranties applicable to the Work shall commence upon issuance of a Certificate of Substantial Completion for the entire Work covered under this Contract. The Contractor shall pay for extended warranties as required. In general, the only remaining Work shall be minor in nature, so that the Owner or its designees could occupy the building on that date and the completion of the Work by the Contractor would not materially interfere or hamper the Owner’s or Owner’s designees (or those claiming by, through or under Owner) normal operations. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Owner and Engineer a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list, the Owner and Engineer will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Owner’s and Engineer's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner and Engineer. In such case, the Contractor shall then submit a request for another inspection by the Owner and Engineer to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Engineer will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list

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accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment in accordance with 5.17 of Part II. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.8.6 Upon achievement of Substantial Completion, the Engineer, the Owner and/or Owner’s Representative, together with the Contractor, shall generate a comprehensive final punch list of items that either remain to be completed or do not comply with Contract Documents (the “Punch List”). The items included on the Punch List will be evaluated by the Contractor as provided elsewhere in this Contract, and an amount equal to one hundred and fifty percent (150%) of the value of the Punch List items as confirmed and approved by the Engineer and consented to by the Owner will be withheld as final Punch List retainage (the “Final Punch List Retainage”). The Final Punch List Retainage shall be paid to Contractor within thirty (30) days of certification by Engineer that all Punch List items have been properly completed to the satisfaction of Owner. § 9.9 PARTIAL OCCUPANCY OR USE § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 11.4.1.5 and authorized by Tribal or Other authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Owner as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Engineer. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor and Engineer shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 FINAL COMPLETION AND FINAL PAYMENT § 9.10.1 Upon receipt of written notice from the Contractor that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Owner or Owner’s Representative and Engineer will promptly make such inspection and, when the Owner and Engineer finds the Work acceptable under the Contract Documents and the Contract fully performed, the Engineer will promptly approve the application for Payment indicating that to the best of the Engineer's knowledge, information and belief, and on the basis of the Engineer's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance less stipulated retainage found to be due the Contractor payable subject to conditions listed in Section 9.10.2. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Engineer (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be

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responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Engineer so confirms, the Owner shall, upon application by the Contractor and certification by the Engineer, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Engineer prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from:

.1 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled;

.2 failure of the Work to comply with the requirements of the Contract Documents including but not limited to faulty or defective work; or

.3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. § 9.10.6 Contractor shall provide two (2) bound sets of all equipment warranties, operation and maintenance instructions, a list of subcontractors with contact information including name and telephone number, two (2) sets of keys for each entrance/exit requiring a key, shop drawings, and product data. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS § 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to:

.1 employees on the Work and other persons who may be affected thereby;

.2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-subcontractors; and

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

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§ 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying Owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Engineer. § 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. § 10.3 HAZARDOUS MATERIALS § 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Engineer in writing. § 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Engineer the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Engineer will promptly reply to the Owner in writing stating whether or not there is reasonable objection to the persons or entities proposed by the Owner. If the Contractor or Engineer has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Engineer have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished as provided in Article 7. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Engineer, Engineer's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or

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substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity. § 10.4 The Owner shall not be responsible under Section 10.3 for materials and substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents. § 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. § 10.6 EMERGENCIES § 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Section 4.3 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:

.1 claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed;

.2 claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees;

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

.4 claims for damages insured by usual personal injury liability coverage;

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

.6 claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle;

.7 claims for bodily injury or property damage arising out of completed operations; and

.8 claims involving contractual liability insurance applicable to the Contractor's obligations under Section 3.18.

§ 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. § 11.1.3 Certificates of insurance and policy endorsements acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Section 9.10.2. Information concerning reduction of coverage

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on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor's information and belief. §11.1.4 The Owner shall require the Contractor to include the Owner, Engineer, or other persons or entities as additional insured on the Contractor’s Liability Insurance coverage under Section 11.1. § 11.2 OWNER'S LIABILITY INSURANCE § 11.2.1 The Owner may be responsible for purchasing and maintaining the Owner's usual liability insurance. § 11.3 Reserved. § 11.4 PROPERTY INSURANCE § 11.4.1 The Contractor shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors as co-insureds in the Project. § 11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Owner’s and Engineer's and Contractor's services and expenses required as a result of such insured loss. § 11.4.1.2 Reserved. § 11.4.1.3 Reserved. § 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work in transit. § 11.4.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.4.2 Reserved. § 11.4.3 Loss of Use Insurance. The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. § 11.4.4 Reserved. § 11.4.5 Reserved.

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§ 11.4.6 Reserved. § 11.4.7 Reserved. § 11.4.8 The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. § 11.4.9 Reserved. § 11.4.10 The Owner shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five (5) days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved as provided in Sections 4.5. § 11.5 PERFORMANCE BOND AND PAYMENT BOND § 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. In such event, the Performance Bond will be in accordance with the AIA 312 Form. The Payment Bond shall be unconditional. § 11.5.2 The bonds shall (1) name as additional obligees: the Owner, any designee of Owner and affiliates or any construction lender(s) of the Owner (2) be in a form and be issued by a licensed surety satisfactory to Owner, (3) be in an amount equal to 100% of their contract price as applicable and (4) be automatically increased in the amount of any additive Change Orders and Construction Change Directives issued by Owner to Contractor. § 11.5.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK § 12.1.1 If a portion of the Work is covered contrary to the Owner ‘s and Engineer's request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Owner or Engineer, be uncovered for the Owner ‘s or Engineer's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered which the Owner or Engineer has not specifically requested to examine prior to its being covered, the Owner or Engineer may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12.2 CORRECTION OF WORK § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION § 12.2.1.1 The Contractor shall promptly correct Work rejected by the Owner and/or Engineer or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Owner’s and Engineer's services and expenses made necessary thereby, shall be at the Contractor's expense.

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§ 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Engineer, the Owner may correct it in accordance with Section 2.4. § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 ACCEPTANCE OF NONCONFORMING WORK § 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW § 13.1.1 The Contract shall be governed by the applicable law of United States of America and the Seminole Tribe of Florida. § 13.2 SUCCESSORS AND ASSIGNS § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an

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assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an institutional lender providing construction financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 WRITTEN NOTICE § 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by registered or certified mail to the last business address known to the party giving notice. § 13.4 RIGHTS AND REMEDIES § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 13.4.2 No action or failure to act by the Owner, Engineer or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. § 13.5 TESTS AND INSPECTIONS § 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of Tribal or Other authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Owner and Engineer timely notice of when and where tests and inspections are to be made so that the Owner and Engineer may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until after negotiations are concluded. § 13.5.2 If the Engineer, Owner or authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Owner or Engineer will instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely of when and where tests and inspections are to be made so that the Owner or Engineer may be present for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Owner’s and Engineer's services and expenses shall be at the Contractor's expense. § 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured and paid by the Contractor and promptly delivered to the Owner and Engineer. § 13.5.5 If the Owner or Engineer is to observe tests, inspections or approvals required by the Contract Documents, the Owner or Engineer will do so promptly and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work.

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§ 13.6 INTEREST § 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate of 0.50% per month not to exceed 6.0% per annum. § 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD § 13.7.1 As between the Owner and Contractor:

.1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than such date of Substantial Completion;

.2 Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of issuance of the final Certificate for Payment; and

.3 After Final Certificate for Payment. As to acts or failures to act occurring after the relevant date of issuance of the final Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty provided under Section 3.5, the date of any correction of the Work or failure to correct the Work by the Contractor under Section 12.2, or the date of actual commission of any other act or failure to perform any duty or obligation by the Contractor or Owner, whichever occurs last.

ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of thirty (30) consecutive days through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons:

.1 issuance of an order of a court or other authority having jurisdiction which requires all Work to be stopped;

.2 because the Engineer has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or

.3 the Owner has not notified the Contractor of the reason for withholding payment. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than one hundred (100%) percent of the total number of days scheduled for completion, or one-hundred twenty (120) days in any 365-day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven (7) days' written notice to the Owner and Engineer, unless the reason is cured prior to the expiration of the notice period, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages. § 14.1.4 If the Work is stopped for a period of sixty (60) consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of

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the Work, the Contractor may, upon seven (7) additional days' written notice to the Owner and the Engineer, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 TERMINATION BY THE OWNER FOR CAUSE § 14.2.1 The Owner may terminate the Contract if the Contractor:

.1 persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials;

.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors;

.3 persistently disregards laws, ordinances, or rules, regulations or orders of the Tribe or other authority having jurisdiction; or

.4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner may without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven (7) days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety:

.1 take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor;

.2 accept assignment of subcontracts pursuant to Section 5.4; and

.3 finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work.

§ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Engineer's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Engineer, upon application, and this obligation for payment shall survive termination of the Contract. § 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent:

.1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or

.2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall:

.1 cease operations as directed by the Owner in the notice;

.2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and

.3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

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§ 14.4.3 If the performance of the Work is terminated, either in whole or in part, the Seminole Tribe of Florida shall be liable to the Contractor for reasonable and proper costs resulting from such termination upon the receipt by the Seminole Tribe of Florida of a properly presented claim setting in detail: 1) the total cost of the Work performed to date of termination less the total amount of the contract payments made to the Contractor; 2) the cost (including reasonable profit) of settling and paying claims under subcontracts and material orders for work performed and materials and supplies delivered to the site, payment for which has not been made by the Seminole Tribe of Florida to the Contractor or by the Contractor to the subcontractor or supplier; 3) the cost of preserving and protecting the Work already performed until the Seminole Tribe of Florida or assignee takes possession thereof or assumes responsibility therefore; 4) the actual or estimated cost of legal and accounting services reasonably necessary to prepare and present the termination claim to the Seminole Tribe of Florida; and 5) an amount constituting a reasonable profit on the value of the Work performed by the Contractor.

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INDEX TO CONTENTS OF CONTRACT

PART I OF AGREEMENT A. IDENTIFICATION INFORMATION B. SCOPE OF WORK

C. PRICE OR CONTRACT SUM D. TIME

EXHIBIT A. BID FORM EXHIBIT B. ACKNOWLEDGMENT OF RECEIPT OF ADDENDA EXHIBIT C. STATEMENT OF QUALIFICATIONS AND RESUMES

EXHIBITD. CONTRACTOR CERTIFICATION REGARDING DEBARMENT AND SUSPENSION EXHIBIT E. NON-COLLUSION AFFIDAVIT OF PRIME BIDDER EXHIBIT F. LIST OF SUBCONTRACTORS EXHIBIT G. BID FORM- PAYMENT AND PERFORMANCE BONDS EXHIBIT H. LIST OF RECENTLY COMPLETED PROJECTS AND CONTRACT AMOUNTS EXHIBIT I. LIST OF REFERENCES EXHIBIT J. CERTIFICATE OF INSURANCE EXHIBIT K. CERTIFICATE OF AUTHORITY TO DO BUSINESS IN THE STATE OF FLORIDA- OCCUPATIONAL LICENSE EXHIBIT L. FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION LICENSE(S), CERTIFICATION(S) AND/OR REGISTRATION(S) EXHIBIT M. ADDENDUMS EXHIBIT N. ALTERNATES AND ALLOWANCES

PART II OF AGREEMENT: BASIC TERMS AND CONDITIONS

ARTICLE 1 THE CONTRACT DOCUMENTS

ARTICLE 2 THE WORK OF THIS CONTRACT

ARTICLE 3 DATE OF COMMENCEMENT

ARTICLE 4 CONTRACT SUM

ARTICLE 5 PAYMENTS

ARTICLE 6 TERMINATION OR SUSPENSION

ARTICLE 7 MISCELLANEOUS PROVISIONS

ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS ARTICLE 9 INSURANCE

Article 10: REPAIR OF DEFECTIVE WORK AND WARRANTY OBLIGATIONS

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PART III OF AGREEMENT: GENERAL CONDITIONS TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ADMINISTRATION OF THE CONTRACT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT

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INDEX TO PART III: GENERAL CONDITIONS (Numbers and Topics in Bold are Section Headings) Acceptance of Nonconforming Work

9.6.6, 9.9.3, 12.3

Acceptance of Work

9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3

Access to Work

3.16, 6.2.1, 12.1

Accident Prevention

4.2.3, 10

Acts and Omissions

3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1, 9.5.1, 10.2.5, 13.4.2, 13.7, 14.1

Addenda

1.1.1, 3.11

Additional Costs, Claims for

4.3.4, 4.3.5, 4.3.6, 6.1.1, 10.3

Additional Inspections and Testing

9.8.3, 12.2.1, 13.5

Additional Time, Claims for

4.3.4, 4.3.7, 8.3.2

ADMINISTRATION OF THE CONTRACT

3.1.3, 4, 9.4, 9.5

Advertisement or Invitation to Bid

1.1.1

Aesthetic Effect

4.2.13, 4.5.1

Allowances

3.8

All-risk Insurance

11.4.1.1

Applications for Payment

4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10, 11.1.3, 14.2.4, 14.4.3

Approvals

2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5

Arbitration

4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9, 11.4.10

Engineer

4.1

Engineer, Definition of

4.1.1

Engineer, Extent of Authority

2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.8.3, 9.10.1, 9.10.3, 12.1, 12.2.1,

13.5.1, 13.5.2, 14.2.2, 14.2.4

Engineer, Limitations of Authority and Responsibility

2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4, 5 .2.1,

7.4, 9.4.2, 9.6.4, 9.6.6

Engineer's Additional Services and Expenses

2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4

Engineer's Administration of the Contract

3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5

Engineer's Approvals

2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7

Engineer's Authority to Reject Work

3.5.1, 4.2.6, 12.1.2, 12.2.1

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Engineer's Copyright

1.6

Engineer's Decisions

4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4,

9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4

Engineer's Inspections

4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5

Engineer's Instructions

3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2

Engineer's Interpretations

4.2.11, 4.2.12, 4.3.6

Engineer's Project Representative

4.2.10

Engineer's Relationship with Contractor

1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2,

4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2,

13.5

Engineer's Relationship with Subcontractors

1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7

Engineer's Representations

9.4.2, 9.5.1, 9.10.1

Engineer's Site Visits

4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5

Asbestos

10.3.1

Attorneys' Fees

3.18.1, 9.10.2, 10.3.3

Award of Separate Contracts

6.1.1, 6.1.2

Award of Subcontracts and Other Contracts for Portions of the Work

5.2

Basic Definitions

1.1

Bidding Requirements

1.1.1, 1.1.7, 5.2.1, 11.5.1

Boiler and Machinery Insurance

11.4.2

Bonds, Lien

9.10.2

Bonds, Performance, and Payment

7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5

Building Permit

3.7.1

Capitalization

1.3

Certificate of Substantial Completion

9.8.3, 9.8.4, 9.8.5

Certificates for Payment

4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4

Certificates of Inspection, Testing or Approval

13.5.4

Certificates of Insurance

9.10.2, 11.1.3

Change Orders

1.1.1, 2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4, 4.3.9, 5.2.3, 7.1, 7.2, 7.3, 8.3.1, 9.3.1.1, 9.10.3,

11.4.1.2, 11.4.4, 11.4.9, 12.1.2

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Change Orders, Definition of

7.2.1

CHANGES IN THE WORK

3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 11.4.9

Claim, Definition of

4.3.1

Claims and Disputes

3.2.3, 4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4, 10.3.3

Claims and Timely Assertion of Claims

4.6.5

Claims for Additional Cost

3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2

Claims for Additional Time

3.2.3, 4.3.4, 4.3.7, 6.1.1, 8.3.2, 10.3.2

Claims for Concealed or Unknown Conditions

4.3.4

Claims for Damages

3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4

Claims Subject to Arbitration

4.4.1, 4.5.1, 4.6.1

Cleaning Up

3.15, 6.3

Commencement of Statutory Limitation Period

13.7

Commencement of the Work, Conditions Relating to

2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.4.1, 11.4.6,

11.5.1

Commencement of the Work, Definition of

8.1.2

Communications Facilitating Contract Administration

3.9.1, 4.2.4

Completion, Conditions Relating to

1.6.1, 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2, 13.7, 14.1.2

COMPLETION, PAYMENTS AND

9

Completion, Substantial

4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2, 13.7

Compliance with Laws

1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4, 4.6.6, 9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,

13.5.2, 13.6, 14.1.1, 14.2.1.3

Concealed or Unknown Conditions

4.3.4, 8.3.1, 10.3

Conditions of the Contract

1.1.1, 1.1.7, 6.1.1, 6.1.4

Consent, Written

1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2

CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

1.1.4, 6

Construction Change Directive, Definition of

7.3.1

Construction Change Directives

1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1

Construction Schedules, Contractor's

1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3

Contingent Assignment of Subcontracts

5.4, 14.2.2.2

OF 58 17956147v2

Continuing Contract Performance

4.3.3

Contract, Definition of

1.1.2

CONTRACT, TERMINATION OR SUSPENSION OF THE

5.4.1.1, 11.4.9, 14

Contract Administration

3.1.3, 4, 9.4, 9.5

Contract Award and Execution, Conditions Relating to

3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1

Contract Documents, The

1.1, 1.2

Contract Documents, Copies Furnished and Use of

1.6, 2.2.5, 5.3

Contract Documents, Definition of

1.1.1

Contract Sum

3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2

Contract Sum, Definition of

9.1

Contract Time

4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2

Contract Time, Definition of

8.1.1

CONTRACTOR

3

Contractor, Definition of

3.1, 6.1.2

Contractor's Construction Schedules

1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3

Contractor's Employees

3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.4.7, 14.1, 14.2.1.1,

Contractor's Liability Insurance

11.1

Contractor's Relationship with Separate Contractors and Owner's Forces

3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4

Contractor's Relationship with Subcontractors

1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2, 11.4.1.2, 11.4.7, 11.4.8

Contractor's Relationship with the Engineer

1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1, 3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2,

4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12, 13.4.2,

13.5

Contractor's Representations

1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2

Contractor's Responsibility for Those Performing the Work

3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10

Contractor's Review of Contract Documents

1.5.2, 3.2, 3.7.3

Contractor's Right to Stop the Work

9.7

Contractor's Right to Terminate the Contract

4.3.10, 14.1

Contractor's Submittals

3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.5.2

Contractor's Superintendent

3.9, 10.2.6

OF 58 17956147v2

Contractor's Supervision and Construction Procedures

1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14

Contractual Liability Insurance

11.1.1.8, 11.2, 11.3

Coordination and Correlation

1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1

Copies Furnished of Drawings and Specifications

1.6, 2.2.5, 3.11

Copyrights

1.6, 3.17

Correction of Work

2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 13.7.1.3

Correlation and Intent of the Contract Documents

1.2

Cost, Definition of

7.3.6

Costs

2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 9.10.2, 10.3.2, 10.5, 11.3,

11.4, 12.1, 12.2.1, 12.2.4, 13.5, 14

Cutting and Patching

6.2.5, 3.14

Damage to Construction of Owner or Separate Contractors

3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1, 11.4, 12.2.4

Damage to the Work

3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4

Damages, Claims for

3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4

Damages for Delay

6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2

Date of Commencement of the Work, Definition of

8.1.2

Date of Substantial Completion, Definition of

8.1.3

Day, Definition of

8.1.4

Decisions of the Engineer

4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5, 4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4,

9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4

Decisions to Withhold Certification

9.4.1, 9.5, 9.7, 14.1.1.3

Defective or Nonconforming Work, Acceptance, Rejection and Correction of

2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1, 13.7.1.3

Defective Work, Definition of

3.5.1

Definitions

1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 4.3.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1

Delays and Extensions of Time

3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2

Disputes

4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8

Documents and Samples at the Site

3.11

Drawings, Definition of

1.1.5

Drawings and Specifications, Use and Ownership of

1.1.1, 1.3, 2.2.5, 3.11, 5.3

OF 58 17956147v2

Effective Date of Insurance

8.2.2, 11.1.2

Emergencies

4.3.5, 10.6, 14.1.1.2

Employees, Contractor's

3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1.1, 11.4.7, 14.1, 14.2.1.1

Equipment, Labor, Materials and

1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3,

9.10.2, 10.2.1, 10.2.4, 14.2.1.2

Execution and Progress of the Work

1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4,

8.2, 9.5, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3

Extensions of Time

3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2

Failure of Payment

4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6

Faulty Work

(See Defective or Nonconforming Work)

Final Completion and Final Payment

4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3

Financial Arrangements, Owner's

2.2.1, 13.2.2, 14.1.1.5

Fire and Extended Coverage Insurance

11.4

GENERAL PROVISIONS

1

Governing Law

13.1

Guarantees (See Warranty)

Hazardous Materials

10.2.4, 10.3, 10.5

Identification of Contract Documents

1.5.1

Identification of Subcontractors and Suppliers

5.2.1

Indemnification

3.17, 3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7

Information and Services Required of the Owner

2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,

11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4

Injury or Damage to Person or Property

4.3.8, 10.2, 10.6

Inspections

3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5

Instructions to Bidders

1.1.1

Instructions to the Contractor

3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2

Insurance

3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 9.10.5, 11

Insurance, Boiler and Machinery

11.4.2

Insurance, Contractor's Liability

11.1

Insurance, Effective Date of

8.2.2, 11.1.2

OF 58 17956147v2

Insurance, Loss of Use

11.4.3

Insurance, Owner's Liability

11.2

Insurance, Project Management Protective Liability

11.3

Insurance, Property

10.2.5, 11.4

Insurance, Stored Materials

9.3.2, 11.4.1.4

INSURANCE AND BONDS

11

Insurance Companies, Consent to Partial Occupancy

9.9.1, 11.4.1.5

Insurance Companies, Settlement with

11.4.10

Intent of the Contract Documents

1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4

Interest

13.6

Interpretation

1.2.3, 1.4, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4

Interpretations, Written

4.2.11, 4.2.12, 4.3.6

Joinder and Consolidation of Claims Required

4.6.4

Judgment on Final Award

4.6.6

Labor and Materials, Equipment

1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 42.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3,

9.10.2, 10.2.1, 10.2.4, 14.2.1.2

Labor Disputes

8.3.1

Laws and Regulations

1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,

13.5.2, 13.6, 14

Liens

2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10

Limitation on Consolidation or Joinder

4.6.4

Limitations, Statutes of

4.6.3, 12.2.6, 13.7

Limitations of Liability

2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18, 4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4,

10.3.3, 10.2.5, 11.1.2, 11.2.1, 11.4.7, 12.2.5, 13.4.2

Limitations of Time

2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4,

8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14

Loss of Use Insurance

11.4.3

Material Suppliers

1.6, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5

Materials, Hazardous

10.2.4, 10.3, 10.5

Materials, Labor, Equipment and

OF 58 17956147v2

1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3,

9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2

Means, Methods, Techniques, Sequences and Procedures of Construction

3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2

Mechanic's Lien

4.4.8

Mediation

4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1, 10.5

Minor Changes in the Work

1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4

MISCELLANEOUS PROVISIONS

13

Modifications, Definition of

1.1.1

Modifications to the Contract

1.1.1, 1.1.2, 3.7.3, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2, 11.4.1

Mutual Responsibility

6.2

Nonconforming Work, Acceptance of

9.6.6, 9.9.3, 12.3

Nonconforming Work, Rejection and Correction of

2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1, 13.7.1.3

Notice

2.2.1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3,

11.4.6, 12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2, 14.1, 14.2

Notice, Written

2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6,

12.2.2, 12.2.4, 13.3, 14

Notice of Testing and Inspections

13.5.1, 13.5.2

Notice to Proceed

8.2.2

Notices, Permits, Fees and

2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2

Observations, Contractor's

1.5.2, 3.2, 3.7.3, 4.3.4

Occupancy

2.2.2, 9.6.6, 9.8, 11.4.1.5

Orders, Written

1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1

OWNER

2

Owner, Definition of

2.1

Owner, Information and Services Required of the

2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,

11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4

Owner's Authority

1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.1.3, 4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5.4.1,

6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3, 11.4.10,

12.2.2, 12.3.1, 13.2.2, 14.3, 14.4

Owner's Financial Capability

2.2.1, 13.2.2, 14.1.1.5

Owner's Liability Insurance

11.2

Owner's Loss of Use Insurance

OF 58 17956147v2

11.4.3

Owner's Relationship with Subcontractors

1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2

Owner's Right to Carry Out the Work

2.4, 12.2.4. 14.2.2.2

Owner's Right to Clean Up

6.3

Owner's Right to Perform Construction and to Award Separate Contracts

6.1

Owner's Right to Stop the Work

2.3

Owner's Right to Suspend the Work

14.3

Owner's Right to Terminate the Contract

14.2

Ownership and Use of Drawings, Specifications and Other Instruments of Service

1.1.1, 1.6, 2.2.5, 3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3

Partial Occupancy or Use

9.6.6, 9.9, 11.4.1.5

Patching, Cutting and

3.14, 6.2.5

Patents

3.17

Payment, Applications for

4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5, 9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4, 14.4.3

Payment, Certificates for

4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4

Payment, Failure of

4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6

Payment, Final

4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3

Payment Bond, Performance Bond and

7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5

Payments, Progress

4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3

PAYMENTS AND COMPLETION

9

Payments to Subcontractors

5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8, 14.2.1.2

PCB

10.3.1

Performance Bond and Payment Bond

7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5

Permits, Fees and Notices

2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2

PERSONS AND PROPERTY, PROTECTION OF

10

Polychlorinated Biphenyl

10.3.1

Product Data, Definition of

3.12.2

Product Data and Samples, Shop Drawings

3.11, 3.12, 4.2.7

Progress and Completion

4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4

OF 58 17956147v2

Progress Payments

4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3

Project, Definition of the

1.1.4

Project Management Protective Liability Insurance

11.3

Project Manual, Definition of the

1.1.7

Project Manuals

2.2.5

Project Representatives

4.2.10

Property Insurance

10.2.5, 11.4

PROTECTION OF PERSONS AND PROPERTY

10

Regulations and Laws

1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6, 9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,

13.5.2, 13.6, 14

Rejection of Work

3.5.1, 4.2.6, 12.2.1

Releases and Waivers of Liens

9.10.2

Representations

1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.8.2, 9.10.1

Representatives

2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2, 13.2.1

Resolution of Claims and Disputes

4.4, 4.5, 4.6

Responsibility for Those Performing the Work

3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1, 10

Retainage

9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3

Review of Contract Documents and Field Conditions by Contractor

1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3

Review of Contractor's Submittals by Owner and Engineer

3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2

Review of Shop Drawings, Product Data and Samples by Contractor

3.12

Rights and Remedies

1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3,

12.2.2, 12.2.4, 13.4, 14

Royalties, Patents and Copyrights

3.17

Rules and Notices for Arbitration

4.6.2

Safety of Persons and Property

10.2, 10.6

Safety Precautions and Programs

3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6

Samples, Definition of

3.12.3

Samples, Shop Drawings, Product Data and

3.11, 3.12, 4.2.7

Samples at the Site, Documents and

3.11

OF 58 17956147v2

Schedule of Values

9.2, 9.3.1

Schedules,

1.4.1.2, 3.10, 3.Construction12.1, 3.12.2, 4.3.7.2, 6.1.3

Separate Contracts and Contractors

1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1, 11.4.7, 12.1.2, 12.2.5

Shop Drawings, Definition of

3.12.1

Shop Drawings, Product Data and Samples

3.11, 3.12, 4.2.7

Site, Use of

3.13, 6.1.1, 6.2.1

Site Inspections

1.2.2, 3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5

Site Visits, Engineer's

4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5

Special Inspections and Testing

4.2.6, 12.2.1, 13.5

Specifications, Definition of the

1.1.6

Specifications, The

1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17

Statute of Limitations

4.6.3, 12.2.6, 13.7

Stopping the Work

2.3, 4.3.6, 9.7, 10.3, 14.1

Stored Materials

6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4

Subcontractor, Definition of

5.1.1

SUBCONTRACTORS

5

Subcontractors, Work by

1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7

Subcontractual Relations

5.3, 5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1, 14.2.1, 14.3.2

Submittals

1.6, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3

Subrogation, Waivers of

6.1.1, 11.4.5, 11.4.7

Substantial Completion

4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 9.10.4.2, 12.2, 13.7

Substantial Completion, Definition of

9.8.1

Substitution of Subcontractors

5.2.3, 5.2.4

Substitution of Engineer

4.1.3

Substitutions of Materials

3.4.2, 3.5.1, 7.3.7

Sub-subcontractor, Definition of

5.1.2

Subsurface Conditions

4.3.4

Successors and Assigns

13.2

OF 58 17956147v2

Superintendent

3.9, 10.2.6

Supervision and Construction Procedures

1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3, 6.2.4, 7.1.3, 7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14

Surety

4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2

Surety, Consent of

9.10.2, 9.10.3

Surveys

2.2.3

Suspension by the Owner for Convenience

14.4

Suspension of the Work

5.4.2, 14.3

Suspension or Termination of the Contract

4.3.6, 5.4.1.1, 11.4.9, 14

Taxes

3.6, 3.8.2.1, 7.3.6.4

Termination by the Contractor

4.3.10, 14.1

Termination by the Owner for Cause

4.3.10, 5.4.1.1, 14.2

Termination of the Engineer

4.1.3

Termination of the Contractor

14.2.2

TERMINATION OR SUSPENSION OF THE CONTRACT

14

Tests and Inspections

3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 11.4.1.1, 12.2.1,13.5

TIME

8

Time, Delays and Extensions of

3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2

Time Limits

2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4,

8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7,

14

Time Limits on Claims

4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6

Title to Work

9.3.2, 9.3.3

UNCOVERING AND CORRECTION OF WORK

12

Uncovering of Work

12.1

Unforeseen Conditions

4.3.4, 8.3.1, 10.3

Unit Prices

4.3.9, 7.3.3.2

Use of Documents

1.1.1, 1.6, 2.2.5, 3.12.6, 5.3

Use of Site

3.13, 6.1.1, 6.2.1

Values, Schedule of

9.2, 9.3.1

OF 58 17956147v2

Waiver of Claims by the Engineer

13.4.2

Waiver of Claims by the Contractor

4.3.10, 9.10.5, 11.4.7, 13.4.2

Waiver of Claims by the Owner

4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13.4.2, 14.2.4

Waiver of Consequential Damages

4.3.10, 14.2.4

Waiver of Liens

9.10.2, 9.10.4

Waivers of Subrogation

6.1.1, 11.4.5, 11.4.7

Warranty

3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7.1.3

Weather Delays

4.3.7.2

Work, Definition of

1.1.3

Written Consent

1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2

Written Interpretations

4.2.11, 4.2.12, 4.3.6

Written Notice

2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6,

12.2.2, 12.2.4, 13.3, 14

Written Orders

1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2, 13.5.2, 14.3.1

X:\Jane\Forms\PW#17956147v2_ACTIVE_ -091614 PARTS II AND III OF SEMINOLE TRIBE CONSTRUCTION AG .doc

Proposal Content Points

a. Cover letter detailing proposal, experience, qualifications and a description of the methodology

proposed to minimize the impacts on residents.1

b. A signed and fully completed bid form - Exhibit A 1

c. FDOT/FHWA pre-qualification and capacity rating - Exhibit B 1

d. State of Florida General Contractor's license if available- Exhibit C 1

e. Signed contractor certification regarding debarment and suspension - Exhibit D 1

f. Signed and notarized Non-Collusion Affidavit of Prime Bidder - Exhibit E 1

g. List of sub-contractor(s) - Exhibit F 1

h. Copies of certificates of insurance - Exhibit G 1

i. Bid Bond and certification of ability to obtain payment and performance bonds - Exhibit H 1

j. Listing of recently completed projects and contract amounts - Exhibit I 1

k. List of references- Exhibit J 1

l. Signed qualification and financial information form - Exhibit K 1

AVERAGE SUB-TOTAL 12

Qualifications

Qualifications(Prime Contractor) - FDOT/FHWA pre-qualification with adequate capacity rating and

financials = 7 pts; Not FDOT/FHWA pre-qualified = 0 pts.)7

Self-Performance (Prime) - Prime contractor self-performs 40% or more of work Yes = 6 pts.; No = 0

pts.6

Prior Experience (Prime and subs) - Experience working with Tribes/BIA/ FHWA/FDOT on federally-

funded projects (Prior work w/ All = 5 pts.; Prior work w/ FHWA or FDOT=3 pts., No prior work= 0

pts.)

5

Past Performance (Prime and subs) (Recently completed project experience and contract amounts

are current and relevant = 5 pts; Experience/contracts are relevant but not current = 3 pts; No

current relevant experience/contracts = 0 pts.)

5

Subcontractors - (DBE) Native Firm = 5 pts; Other DBE = 3 pts; No Native/DBE Firms = 0 pts.) 5

Personnel Qualifications (Key Personnel) (Outstanding= 5 pts; Good = 3 pts; Fair or below = 0 pts.) 5

Technical Excellence - (Outstanding technical proposal = 5 pts.; Good technical proposal = 3 pts.; Fair

or below = 0 pts.)5


Bid Proposal

Price Comparison - Proportional ranking according to Price (Lowest Price = 45, Highest Price =0) 45

General adequacy of bid (complete/without unbalanced items ) 5


TOTAL AVERAGE 100

MABEL T FRANK WAY

SELECTION CRITERIA

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ITEM NO. ITEM DESCRIPTION UNIT QUANTITY UNIT COST AMOUNT

0101 1 MOBILIZATION LS 1

0102 1 MAINTENANCE OF TRAFFIC LS 1

0104 10 3 SEDIMENT BARRIER LF 4178

0110 1 1 CLEARING & GRUBBING AC 27

0120 1 REGULAR EXCAVATION CY 28444

0120 6 *EMBANKMENT (INCLUDING HAULING) CY 53536

**EMBANKMENT (HAULING ONLY) CY 53536

0160 4 TYPE B STABILIZATION SY 11489

0285701 OPTIONAL BASE, BASE GROUP 01 SY 1066


0334 1 12 SUPERPAVE ASPHALTIC CONC, TRAFFIC B TN 790.4

0520 1 10 CONCRETE CURB AND GUTTER TYPE F LF 181

0522 1 SIDEWALK CONCRETE, 4" THICK SY 4166

0570 1 1 PERFORMANCE TURF SY 66207

0570 1 2 PERFORMANCE TURF, SOD SY 1977

0425 1521 INLETS, DT BOT, TYPE C,<10' EA 7

0425 1523 INLETS, DT BOT, TYPE C,JBOT, <10' EA 1

0425 1551 INLETS, DT BOT, TYPE E, <10' EA 10

0425 1571 INLETS, DITCH BOTTOM, TYPE G, <10' EA 1

0425 1581 INLETS, DT BOT, TYPE H, <10' EA 2

0425 2 91 MANHOLES, J-8, <10' EA 2

0430174230 PIPE CULVERT, OPTIONAL MATERIAL, OTHER SHAPE - ELLIP/ARCH, LF 24

0430175118 PIPE CULVERT,OPTIONAL MATERIAL,ROUND, 18"S/CD LF 371

0430175124 PIPE CULVERT,OPTIONAL MATERIAL,ROUND, 24"S/CD LF 38

0430175148 PIPE CULVERT, OPT MATERIAL, ROUND, 48"S/CD LF 118

0430175224 PIPE CULVERT,OPTIONAL MATERIAL,OTHER SHAPE-ELIP/ARCH, LF 1931

0430175230 PIPE CULVERT, OPT MATERIAL, OTHER SHAPE - ELIP/ARCH, LF 960

0430175248 PIPE CULVERT, OPT MATERIAL, OTHER SHAPE - ELIP/ARCH, LF 29

0430982125 MITERED END SECTION, OPTIONAL ROUND, 18" CD EA 2

0430982141 MITERED END SECTION, OPTIONAL ROUND, 48" CD EA 1

0430982629 MITERED END SECTION, OPTIONAL - ELLIPTICAL / ARCH, 24" CD EA 4



0430984633 MITERED END SECT, OPTIONAL /ELLIP/ARCH, 30" SD EA 2

0700 20 11 SINGLE POST SIGN, F&I, LESS THAN 12 SF AS 4

0700 20 60 SINGLE POST SIGN, REMOVE AS 1

0710 11125 PAINTED PAVEMENT MARKINGS, STANDARD, WHITE, SOLID, 24" LF 20

0710 11211 PAINTED PAVEMENT MARKINGS, STANDARD, YELLOW, SOLID, 6" NM 0.076

Seminole Tribe of Florida Bid Form

MABEL T FRANK WAY

ROADWAY AND DRAINAGE ITEMS

ROADWAY AND DRAINAGE ITEMS TOTAL =

MABLE T. FRANK WAY (BIA B009), FROM BIA 1281 FOR 0.587 MILES EASTWARD. (Mabel T Frank Way, Street A, Ponds and Lateral Ditch)

SIGNING AND PAVEMENT MARKING ITEMSTOTAL =

SIGNING AND PAVEMENT MARKING ITEMS

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MABEL T FRANK WAY

1.0 GENERAL

1.1 MOBILIZATION LS 1

1.2 EROSION CONTROL (SILT SCREEN, SPRAYDOWN) LS 1

1.3 MAINTENANCE OF TRAFFIC LS 1

1.4 SURVEYING FOR CONSTRUCTION LS 1

1.5 PRE-CONSTRUCTION VIDEO LS 1

1.6 FINAL MEASURES (AS-BUILTS) LS 1

1.7 TESTING LS 1

1.8 CLEARING AND GRUBBING LS 1

1.9 DEWATERING LS 1

2.0 GRAVITY SANITARY SEWER

2.1 6" PVC SANITARY SEWER SINGLE SERVICE EA 12

2.2 6" PVC SANITARY SEWER DOUBLE SERVICE EA 6

2.3 4' DIAMETER MANHOLE 4'-6' DEPTH EA 3

2.4 4' DIAMETER MANHOLE 8'-10' DEPTH EA 4

2.5 5' DIAMETER MANHOLE 10'-12'' DEPTH EA 3

2.6 5' DIAMETER MANHOLE 12'-14'' DEPTH EA 2

2.7 8" SDR 35 PVC GRAVITY SEWER MAIN 6'-8' DEPTH LF 970




3.0 FORCE MAIN

3.1 4" C-900 DR18 PVC FORCEMAIN LF 797

3.2 4" PE 3408 FORCEMAIN - HORIZONTAL DIRECTIONAL DRILL LF 600

3.3 4"x45 DEGREE MECHANICAL JOINT BEND F 11

3.4 4"x22.5 DEGREE MECHANICAL JOINT BEND F 5

3.6 AIR RELEASE VALVE V 2

3.7 FORCEMAIN CONNECTION TO EXISTING MANHOLE LS 1

4.0 LIFT STATION

4.1 6.0' DIAMETER WET WELL, TOP SLAB, HATCH LS 1

4.2 2x SUBMERSIBLE PUMPS, INCLUDING PUMP BASES, SLIDE RAILS, LIFTING CHAINS, LEVEL SENSING PROBE AND CABLES) LS 1

4.3 CONTROL PANEL, ANTENNA AND JUNCTION BOX AND MOUNTS LS 1

4.4 ELECTRICAL WORK (CONDUITS, WIRES, DISCONNECTS) LS 1

4.5 4" DUCTILE IRON VENT EA 1

4.6 4" DUCTILE IRON PIPE, FLANGED LF 40

4.7 4"x2" DI ECCENTRIC REDUCER R 1

4.8 VALVE VAULT (STRUCTURE, HATCH, AND DRAIN PIPING) LS 1

4.9 4" EMERGENCY PUMP CONNECTION WITH 4" CAMLOCK FITTING EA 2

4.1 4" SWING CHECK VALVE V 2

4.11 4" FLANGED PLUG VALVE V 2

4.12 PRESSURE GAUGE EA 2

UTILITY ITEMS


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MABEL T FRANK WAY

4.13 4"x90 DEGREE MECHANICAL JOINT BEND F 3

4.14 4" MECHANICAL JOINT TEE F 1

4.15 MISCELLANEOUS MECHANICAL JOINT FITTINGS F 10

5.0 POTABLE WATER

5.1 8" C-900 DR18 PVC WATERMAIN LF 4714

5.2 6" C-900 DR18 PVC WATERMAIN LF 50

5.3 8" GATE VALVE EA 9

5.4 8" INSTA-VALVE LT 1

5.5 6" GATE VALVE V 5

5.6 8"x8"x6" FIRE HYDRANT TEE EA 5

5.7 FIRE HYDRANT ASSEMBLY A 5

5.8 8" MECHANICAL JOINT TEE F 1

5.9 CUT-IN 8" MECHANICAL JOINT TEE F 1

5.1 2" BLOW-OFF EA 1

5.11 8"x90 DEGREE MECHANICAL JOINT FITTING F 1

5.12 8"x45 DEGREE MECHANICAL JOINT FITTING F 2

5.13 8"x11.25 DEGREE MECHANICAL JOINT FITTING F 4

5.14 1.5" PVC WATER SERVICE (TWO EXISTING LOTS) LF 593

5.15 LONG WATER SERVICE SINGLE ST 8

5.16 LONG WATER SERVICE DOUBLE ST 1

5.17 SHORT WATER SERVICE SINGLE ST 10

5.18 SHORT WATER SERVICE DOUBLE ST 1

5.19 MISCELLANEOUS MECHANICAL JOINT FITTINGS F 10

A-1 ALTERNATE - POTABLE WATER (FUTURE LOOP EXTENSION)

A-1.1 8" C-900 DR18 PVC WATERMAIN LF 1702

A-1.2 8"x45 DEGREE MECHANICAL JOINT FITTING F 1

A-1.3 8"x22.5 DEGREE MECHANICAL JOINT FITTING F 1

A-1.4 8" GATE VALVE V 2

A-1.5 8"x6" REDUCER R 1


0101 1 MOBILIZATION LS 1




0120 1 REGULAR EXCAVATION CY 2055

0120 6 EMBANKMENT CY 11770

0160 4 TYPE B STABILIZATION SY 6664


0570 1 1 PERFORMANCE TURF SY 10007

0570 1 2 PERFORMANCE TURF, SOD SY 2494

UTILITY ITEMS TOTAL =

STREET B

ROADWAY AND DRAINAGE ITEMS

ROADWAY AND DRAINAGE ITEMS TOTAL =


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MABEL T FRANK WAY




0120 6 EMBANKMENT CY 232318

Signature of Official Authorized to Bind Bidder

Print Name:_________________________________________

Title:______________________________________________

Date:______________________________________________

Failure to fully complete and sign this Bid Form may result in rejection of Bid.

END SCHEDULE OF BID ITEMS

** ACTUAL QUANTITY AT CONSTRUCTION COULD RANGE FROM 0 - 53536 CY. LOCATION OF MATERIAL TO BE HAULED IS THE BC ROACK PIT.

* ACTUAL QUANTITY AT CONSTRUCTION COULD RANGE FROM 0 - 53536 CY

HOMESITE PADS

PAD ITEMS

PAD ITEMS TOTAL =

Seminole Tribe of Florida Tribal Subcontractor List

This list was developed by Construction Management Department through the following resources and/or other STOF Department input: STOF Purchasing Department, STOF Public Works, STOF Buildings and Grounds, STOF Housing, STOF Operations Office, STOF Community Planning

GENERAL CONTRACTORS 1. Florida Engineering and Construction Corp

1300 S. Tucker Ridge Road Okeechobee, Florida 34974 Tel: (863) 801-1768 Contact: Marvin Bowers [email protected]

2. Native American Construction306 NW 4th StreetOkeechobee, FL 34972Tel: (863) 824-6727Fax: (863) 824-0017Contact: Marty Johns

Trades: • Painting/Drywall• Concrete work

3. Native American Concrete Contractors, LLC860 Leather Fern LaneMimis, Florida 32754Cell: 321-377-2851Nextel: 162*168317*1Fax/Office: 407-349-4814Contact: Adam E. Nelson

4. Redman Builders, Inc.4210 University Drive #7Davie, FL 33328Tel: (954) 476-7071Fax: (954) 476-7024Contact: Mark Steve Osceola

Trades: • General protection and safety• Miscellaneous finishes & carpentry• Doors & Hardware

5. Seminole Construction and Development380 John Jimmie RoadImmokalee, Florida 34142Cell# 239-249-9105Contact: Pete Aguilar

1


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6. Seminole Design Build701 NE 3rd StreetOkeechobee, FL 34972Tel: (863) 467-1115Fax: (863) 467-0610Contact: David Nunez

7. STOF, Inc.3105 North State Road 7, Suite 325Hollywood, FL 33024Tel: (954) 894-1050Fax: (954) 989-1573Contact Juan [email protected]

8. Taleko Construction, LLC711 5th Ave South Suite 200Naples, FL 34102Tel: (239) 643-8000Fax: (239) 649-6735Contact: O.B. Osceola, Jr

Bidding – Jason Zigler 440-255-8000 Trades:

• Metal framing, misc. metals• Rough carpentry• Finish carpentry• Gypsum board• Stucco, cement plaster• EIFS• GFRC• Insulation – sound and thermal• Flashing, Joint sealers, fire stopping• Doors & frames / hardware• Millwork, base & accessories• Wall coverings• Toilet accessories• ceilings

9. McKenna Heavy Construction, LLC6331 Northwest 32 Street Hollywood, Florida 33024 Joe Dan Osceola / Erick Hutton P: 954-670-4925 F: 305-705-2795

10. Reyna Construction Richard Reyna / Chris Sanchez 239-229-6369

[email protected]

2



11. Elite Construction 1300 SE 17th Street, Suite 217 Fort Lauderdale, FL 33316 Peter Vittoratos – President Roy Hall – VP Cleve Baker - STOF

12. Krystle Throop

James Sweat Certified General Contractor, Inc. P.O. Box 1908 Okeechobee, FL 34973 (863)357-3000

SUB-CONTRACTORS

1. Native Land Works Cory Wilcox Tel: (863)228-2108 Trades:

• demo • drain fields • landscape • dirt work

2. Seminole Land Surveying Inc.

304 Lena Frank Drive Immokalee, FL 34142 Tel: (954) 275-2000 Fax: (877) 977-9506 Contact: Paul Stowell

Trades: • Surveying

3. Native Roots Lawn Care

Route 6 Box 746 Okeechobee, FL 34974 Tel: (863) 441-0377

Trades: • Landscaping

4. J&S Trees

1062 Dyess Trees Okeechobee, FL 34974 Tel: (863) 634-1225

Trades: • Landscaping

3

5. King Solmon 2915 Randolph Clay Drive Unit #5 Hollywood, FL 33021 Tel: (954) 367-6328 Fax: (954) 367-6328 Contact: Judy Baker

• Landscaping

6. Lawn Boyz 6333 NW 40th Street Hollywood, FL 33024 Tel: (954) 347-2767 Contact: Melissa Osceola

• Landscaping

7. Brian’s Family Lawn Service 3921 North 67 Terrace Hollywood, FL 33024

• Landscaping • Irrigation

Category Five Tree Services

2941 Southwest 87 Avenue Davie, FL 33328


8. Eric’s Lawn Service

Hollywood, FL 33024 • Landscaping • Irrigation

9. Pure Satisfaction Lawn

Hollywood, FL 33024 Trades:


10. Jumper Construction, Inc.

PO Box 1442 Clewiston, FL 33440 Tel: (863) 233-2249 Contact: Teresa Jumper, Paul Howard

• Concrete

11. Sweat Trucking & Paving Inc. 3033 North West 37 Avenue Okeechobee, FlL34973 Tel: (863) 357-3000

• Paving

4

SUPPLIERS

1. Big Cypress Rock Mine

Seminole Tribe of Florida 35150 Firehouse Place Clewiston, Florida 33440 Contact person : Cliff Boodram Contact Number : 954-966-6300 x11427 Email: [email protected]

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ATTACHEMENT E – MAP (DIRECTION)

To get to the Project Location from Naples, Bonita springs: Follow I-75 S to Government Rd/Snake Rd/W State

Rd 84 in Broward County. Take exit 49 from I-75 S. Turn left onto Government Rd/Snake Rd/W State Rd 84.

Continue on Government Rd/Snake Rd/W State Rd 84 for 18 miles. Destination will be on your right.

To get to the Project Location from Port Charlotte, Punta Gorda, Arcadia areas: Merge onto I-75 S for 32.4

miles. Take exit 138 for Florida 82 toward Fort Myers/Immokalee/Martin Luther King Boulevard for 0.3 miles.

Turn left onto FL-82 E for 25.6 miles. Turn right onto FL-29 S for 3.0 miles. Turn left onto Newmarket Rd W for

2.2 miles. Turn left onto E Main Street for 0.1 miles. Turn left onto County Rd 846 for 259 feet. Slight right to

stay on County Rd 846 for 19.6 miles. Sharp right onto Co Rd 833 S for 15.2 miles. Destination will be on your

left.

To get to the Project Location from Palm Beach, Stuart, Port St. Lucie areas: Merge onto Florida's Turnpike Toll

road for 28.4 miles. Take exit 71 for FL-869 S/Sawgrass Expy toward Coral Springs/Key W Toll road for 0.8 miles.

Keep left and merge onto FL-869 S/Sawgrass Expy Partial toll road for 20.7 miles. Take the I-75 N exit toward

Naples for 1.0 mile. Merge onto I-595 for 125 feet. Merge onto I-75 N for Partial toll road for 30.9 miles. Take

exit 49 from I-75 S. Turn left onto Government Rd/Snake Rd/W State Rd 84. Continue on Government Rd/Snake

Rd/W State Rd 84 for 18 miles. Destination will be on your right.

To get to the Project Location from Hollywood, Miami and Pompano Beach areas: Follow signs for I-595

W/I-75/Florida's Turnpike and merge onto I-595 W. Merge onto I-75 N Partial toll road for 30.9 miles. Take exit

49 for Government Rd/Snake Rd/W State Rd 84. Continue on Government Rd/Snake Rd/W State Rd 84 for 18

miles. Destination will be on your right.

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ATTACHEMENT E – MAP (DIRECTION)

Meeting locations:

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EXHIBIT B ACKNOWLEDGEMENT OF RECEIPT OF ADDENDA

MABEL T. FRANK WAY BIG CYPRESS SEMINOLE INDIAN RESERVATION

Bidder acknowledges receipt of the following Addenda: Addendum No. 1, dated: Addendum No. 4, dated: Addendum No. 2, dated: Addendum No. 5, dated: Addendum No. 3, dated: Addendum No. 6, dated: COMPANY NAME: _________________________________________

BY (PRINT): _________________________________________

TITLE: _________________________________________

SIGNATURE: _________________________________________

ADDRESS: _________________________________________

CITY/STATE: _________________________________________ ZIP CODE: ______________

TELEPHONE: (_________) ______________________________

FAX: (_________) ______________________________

EMAIL: _________________________________________

ATTEST: _________________________________________

TITLE/SEAL: _________________________________________

Note: Attest for a corporation must be by the corporate secretary; for a partnership by another partner; for an individual by a notary. Note: If the Bidder is a corporation, the Bid shall be signed by an officer of the corporation; if a partnership, it shall be signed by a partner. If signed by others, authority for signature shall be attached.

Exhibit B – Acknowledgement of Receipt of Addenda

BIDDERS QUALIFICATION FORM

The undersigned guarantees the truth and accuracy of all statements and answers herein contained.

1. How many years has your organization been in business as a General Contractor?

2. What is the last project of this nature you have completed?

3. Have you ever failed to complete work awarded to you: If so, where and why?

4. Name three individuals or corporations for which you have performed work and towhich you refer?

5. List of the following information concerning all contracts on hand as of the date ofsubmission of this proposal: (In case of co-venture, list of the information for all co-ventures).

NAME TOTAL CONTRACTED % OF CONTRACT DATE OF COMPLETION PROJECT OWNER VALUE COMPLETION TO DATE

(Continue list on inset sheet, if necessary)

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EXHIBIT K

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EXHIBIT C

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6. Have you personally inspect the proposed work and have a complete plan for itsperformance?

7. Will you sublet any part of this work? If so, please list subcontractors

8. What equipment that you own that is available for the work?

9. What equipment will you purchase for the proposed work?

10. What equipment will you rent for the proposed work?

11. The following is a given summary of the Financial Statement of the undersigned:(List of assets and liabilities and use of insert sheet if necessary.)

12. State the true, exact, correct and complete name of the partnership, corporation ortrade name under which you do business, and the address of the place of business. (Ifa corporation, state the name of the President and Secretary. If a partnership, state thename of all the partners. If a trade name, state the names of the individuals who dobusiness under the trade name. It is absolutely necessary, that this information befurnished.)

CORRECT NAME OF BIDDER

a. The business is a (Sole Proprietorship) (Partnership) (Corporation)

b. The address of principal place of business is

c. The names of the corporate officers , or partners, or individuals doing businessunder a trade name, are as follows:

_______________________

BIDDER

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Project Name _______________________________

CONTRACTOR CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS

The undersigned as an officer and an authorized representative of Contractor certifies that Contractor and it principals:

a) Are not presently debarred, suspended, proposed for debarment, declaredineligible, or voluntarily excluded from covered transactions by any Federaldepartment or agency.

b) Have not within a three year period preceding this proposal been convicted of orhad a civil judgment rendered against them for commission of fraud or a criminaloffense in connection with obtaining, attempting to obtain, or performing a public(Federal, State, or local) transaction or contract under a public transaction;violation of Federal or State antitrust statutes or commission of embezzlement,theft, forgery, falsification or destruction of records, making false statements, orreceiving stolen property;

c) Are not presently indicted for or otherwise criminally or civilly charged by agovernment entity (Federal, State, or local) with commission of any of theoffenses enumerated in paragraph (1)(b) of this certification; and

d) Have not within a three-year period preceding this application/proposal had oneor more public transactions (Federal, State or local) terminated for cause ordefault.

I understand that a false statement on this certification may be grounds for rejection of this proposal or termination of the award. In addition, under 18 USC Sec. 1001, a false statement may result in a fine of up to $10,000 or imprisonment for up to 5 years, or both.

Business name:

By: ______________________________________________ Signature of Authorized Representative

______________________________________________ Typed Name & Title of Authorized Representative

Date: _______________________________

_______ I am unable to certify to the above statements. My explanation is attached.

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EXHIBIT D

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RM:6375609:2

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Project Name __________________________________

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION — LOWER TIER COVERED TRANSACTIONS

The undersigned as an officer and an authorized representative of a subcontractor, supplier or other lower tier participant certifies that he/she and it principals: a) Are not presently debarred, suspended, proposed for debarment, declared

ineligible, or voluntarily excluded from covered transactions by any Federal department or agency.

b) Have not within a three year period preceding this proposal been convicted of or

had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, falsification or destruction of records, making false statements, or receiving stolen property;

c) Are not presently indicted for or otherwise criminally or civilly charged by a

government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and

d) Have not within a three-year period preceding this application/proposal had one

or more public transactions (Federal, State or local) terminated for cause or default.

I understand that a false statement on this certification may be grounds for rejection of this proposal or termination of the award. In addition, under 18 USC Sec. 1001, a false statement may result in a fine of up to $10,000 or imprisonment for up to 5 years, or both. Business name: By: ______________________________________________ Signature of Authorized Representative ______________________________________________ Typed Name & Title of Authorized Representative Date: _______________________________ _______ I am unable to certify to the above statements. My explanation is attached.

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NON – COLLUSION AFFIDAVIT OF PRIME BIDDER

The Bidder hereby declares that the undersigned is the person or persons responsible within the firm for the final decision as to the price(s) and amount of this bid and the Bidder further declares that:

1. The price(s) and amount of this bid have been arrived at independently, without consultation,communication, or agreement for the purpose of restricting competition with any other contractor,bidder or potential bidder.

2. Neither the price(s) nor the amount of this bid have been disclosed to any other firm or personwho is a bidder or potential bidder on this project, and will not be so disclosed prior to the bidopening.

3. No attempt has been made or will be made to solicit, cause, or induce any firm or person torefrain from bidding on this project, or to submit a bid higher than the bid of this firm, or anyintentionally high or non-competitive bid or other form of complementary bid.

4. The bid is made in good faith and not pursuant to any agreement or discussion with, orinducement from, any other firm or person to submit a complementary bid.

5. The Bidder has not offered or entered into a subcontract or agreement regarding the purchase ofmaterials or services from any other firm or person, or offered, promised, or paid cash or anythingof value to any other Bidder or person, whether in connection with this or any other project, inconsideration for an agreement or promise by any other firm or person to refrain from bidding orto submit a complementary bid on this project.

6. The Bidder has not accepted or been promised any subcontract or agreement regarding the sale ofmaterials or services to any other firm or person, and has not been promised or paid cash oranything of value by any other firm or person, whether in connection with this or any otherproject, in consideration for the firm's submitting a complementary bid, or agreeing to do so, onthis project.

7. The Bidder has made a diligent inquiry of all members, officers, employees, and agents of theBidder with responsibilities relating to the preparation, approval or submission of the firm's bidon this project and have been advised by each of them that he or she has not participated in anycommunication, consultation, discussion, agreement, collusion, act, or other conduct inconsistentwith any of the statements and representations made in this Declaration.

BUSINESS NAME: _______________________________________

BY: _____________________________________________________ Signature of Authorized Representative

TITLE: ___________________________________________________

DATE: ____________________

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EXHIBIT E

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EXHIBIT F

LIST OF SUBCONTRACTORS INCLUDING TASKS AND AMOUNTS

Date: (Seal) Prime Contractor: Contractor

By: __________________________________________ IF CORPORATION, AFFIX SEAL

Prime Contractor Federal Employer Identification Number (FEIN):

Address

Total Contract Amount:

Cha

nge

Subcontractor Name

Tier

FEIN Subcontract to Whom Work Description

Par

tial

Total Amount Subcontracted

DB

E /

Non

DB

E

Total

All pertinent provisions and requirements of the prime contract, including but not limited to, Required Contract Provisions Federal-Aid Construction Contracts (FHWA-1273) and Special Provisions – Specific Equal Opportunity Responsibilities (Per 23 CFR 633B of Federal-Aid Policy Guide) will be part of the subcontract. It is agreed that an Executed or a certified copy of the subcontract will be submitted upon request to the Seminole Tribe of Florida Environmental Resource Management Department.

All subcontracts will be in continued compliance with all Contract provisions and that the Contractor will continue to perform the minimum percentage of Contract work within its own organization, as required by said Contract. It is recognized and agreed that, as prime contractor, the undersigned remains responsible for the proper performance of all requirements of said contract does not relieve or release the undersigned and his surety or either of them of any liability under the contract bond.

The Contractor shall send a copy of this form to the subcontractor subordinate (with a copy of FHWA-1273) on Federal-Aid Projects and the Surety Company. The Prime Contractor certifies that firms or individuals, debarred or suspended by the Federal government are not being used as subcontractors.

A false statement or omission made in connection with this certification is sufficient cause for suspension, revocation or denial of qualification to bid, and a determination of non-responsibility, and may subject the person and/or entity making the false statement to any civil and criminal penalties available pursuant to applicable Federal and Tribal law.

State of Florida County of ___________________ Sworn to and subscribed before me this ____ day of __________, ____. By _____________________________.

(Print name of person signing Form)

Notary Public

________________________ Commission Expires

Personally Known _____ OR Produced Identification ____

Type of Identification Produced______________________

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EXHIBIT H

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EXHIBIT I

LISTING OF RECENTLY COMPLETED PROJECTS AND CONTRACT AMOUNTS

Provide the required information for a minimum of three (3) separate and verifiable projects. The work listed must be similar in nature to that specified in the solicitation.

1. Client Name: ______________________________________________________

a. Client Addressb. Client Phonec. Contact Persond. Project Namee. Location of Projectf. Description of Projectg. Project Performance Date

2. Client Name: ______________________________________________________


3. Client Name: ______________________________________________________


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EXHIBIT J

LIST OF REFERENCES

Provide the required information for a minimum of three (3) separate and verifiable references.

1. Reference 1:

a. Name

b. Address

c. Phone Number

d. Fax Number

e. Email Address

2. Reference 2:

a. Name

b. Address

c. Phone Number

d. Fax Number

e. Email Address

3. Reference 3:

a. Name

b. Address

c. Phone Number

d. Fax Number

e. Email Address

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