MONTICELLO CITY

Summary

MONTICELLO CITY LLOYD LAKE TRAIL BRIDGES PROCUREMENT PROJECT MANUAL JANUARY 28, 2026 FOR BIDDING ONLY Project #: 2508-048 DIVISION 00: PROCUREMENT AND CONTRACTING REQUIREMENTS SECTION 01: INTRODUCTORY INFORMATION Monticello City 00 01 10 Table of Contents Lloyd Lake Trail Bridges Procurement 2508-048 Page 1 of 1 DOCUMENT 00 01 10 TABLE OF CONTENTS NUMBER TITLE PROCUREMENT AND CONTRACTING REQUIREMENTS GROUP Division 00 - Procurement and Contracting Requirements Introductory Information 00 01 10 Table of Contents Procurement Requirements 00 11 13 Advertisement for Bids 00 21 13.03 Instructions to Bidders for Procurement Contract 00 41 64 Bid Form for Procurement Contract Contracting Requirements 00 51 00.03 Notice of Award 00 52 64 Agreement between Buyer and Seller for Procurement Contract 00 62 80.03 Buyer’s Acknowledgement of Receipt of Goods 00 62 80.06 Buyer’s Notice Regarding Conformity of Goods and Special Services 00 63 63.03 Change Order Form 00 72 76 Standard General Conditions of the Procurement Contract 00 73 03 Supplementary Conditions of the Procurement Contract SPECIFICATIONS GROUP Special Provisions for Prefabricated Pedestrian Bridge EXHIBIT Exhibit A – Lloyd’s Lake Trail Bridges Procurement SECTION 02: PROCUREMENT REQUIREMENTS Monticello City 00 11 13 Advertisement for Bids Lloyd Lake Trail Bridges Procurement 2508-048 Page 1 of 2 DOCUMENT 00 11 13.03 ADVERTISEMENT FOR BIDS Monticello City, 17 N 100 E, Monticello, Utah 84535 General Notice: Monticello City (Buyer) is requesting Bids for the procurement of materials for the following Project: Monticello City – Lloyd Lake Trail Bridges Procurement. Bids for delivered materials will be received at the Monticello City Office located at 17 N 100 E, Monticello, Utah 84535, until Wednesday, February 11, 2026, at 4:30PM local time. At that time, the Bids received will be publicly opened and read. Bid results will be posted on the State Purchasing website, Bonfire, at https://utah.bonfirehub.com/projects. The Project includes the following Work: Provide and deliver three (3) pre-manufactured pedestrian bridges as outlined in the performance specifications. Bids will be received for single contract. The materials are expected to be delivered within 12 weeks of time ordered. Obtaining Bidding Documents: Information and Bidding Documents for the Project can be found at https://www.monticelloutah.org/ and/or the Bonfire website. For first time users, follow the “Register” button at the top right hand corner of the Utah Public Procurement Place (U3P) portal provided by Utah State Purchasing at utah.bonfirehub.com/portal/?tab=openOpportunities. Any responses received through the U3P Jaggaer courtesy posting will not be considered responsive, nor will they be evaluated. Questions or needed assistance can be directed to the online knowledge base, the FAQs page, or the Bonfire Support Team at support@gobonfire.com. The designated websites will be updated with addenda, plan holders list, reports, and other information relevant to submitting a Bid for the Project. Official notifications, addenda, and other Bidding Documents will be offered through the designated websites. The Issuing Office for the Bidding Documents is: Jones & DeMille Engineering, Inc., 696 N Main Street, Monticello, Utah 84535. Neither Buyer nor Engineer will be responsible for full or partial sets of Bidding Documents, including addenda, if any, obtained from sources other than the designated websites and the Issuing Office. Questions are due in writing to Katie Andrews, Project Administrator, at katie.a@jonesanddemille.com on or before Friday, February 6, 2026, by 5:00PM local time. Pre-bid Conference: A pre-bid conference will not be held. Instructions to Bidders: For further requirements regarding bid submittal, qualifications, procedures, and contract award, refer to the Instructions to Bidders that are included in the Bidding Documents. The Buyer may reject any or all bids submitted. Monticello City 00 11 13 Advertisement for Bids Lloyd Lake Trail Bridges Procurement 2508-048 Page 2 of 2 Issued by: Buyer: Monticello City By: Kaeden Kulow Title: City Manager Date: January 28, 2026 EJCDC® P-200, Instructions to Bidder for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 1 of 1 DOCUMENT 00 21 13.03 INSTRUCTIONS TO BIDDERS FOR PROCUREMENT CONTRACT TABLE OF CONTENTS Page Article 1— Defined Terms ............................................................................................................................. 1 Article 2— Procurement Bidding Documents ............................................................................................... 1 Article 3— Qualifications of Bidders ............................................................................................................. 1 Article 4— Site Visit; Pre-Bid Conference ..................................................................................................... 1 Article 5— Interpretations and Addenda ..................................................................................................... 1 A. Submit to Katie Andrews at katie.a@jonesanddemille.com. ....................................................................... 1 Article 6— Bid Security ................................................................................................................................. 2 Article 7— Procurement Contract Times ...................................................................................................... 2 Article 8— Liquidated Damages .................................................................................................................... 2 Article 9— Confidentiality of Bid Information .............................................................................................. 2 Article 10— “Or-Equal” Items ....................................................................................................................... 3 Article 11— Preparation of Bid ..................................................................................................................... 4 Article 12— Basis of Bid; Comparison of Bids ............................................................................................... 4 Article 13— Submittal of Bid ......................................................................................................................... 5 Article 14— Modification or Withdrawal of Bid ........................................................................................... 5 Article 15— Opening of Bids ......................................................................................................................... 5 Article 16— Bids to Remain Subject to Acceptance ..................................................................................... 6 Article 17— Evaluation of Bids and Award of Procurement Contract .......................................................... 6 Article 18— Bonds and Insurance ................................................................................................................. 6 Article 19— Signing of Procurement Agreement ......................................................................................... 6 Article 20— Sales and Use Taxes - DELETED ................................................................................................. 6 Article 21— Procurement Contract to be Assigned - DELETED .................................................................... 6 Article 22— cc.03 A COPY OF THE ASSIGNED PROCUREMENT CONTRACT IS ATTACHED. - DELETED ...... 6 EJCDC® P-200, Instructions to Bidders for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 6 INSTRUCTIONS TO BIDDERS FOR PROCUREMENT CONTRACT ARTICLE 1—DEFINED TERMS 1.01 Terms used in these Instructions to Bidders will have the meanings indicated in the General Conditions and Supplementary Conditions. Additional terms used in these Instructions to Bidders have the meanings indicated below. A. Issuing Office—The office from which the Procurement Bidding Documents are to be issued and where the bidding procedures are to be administered. ARTICLE 2—PROCUREMENT BIDDING DOCUMENTS 2.01 Bidder must use a complete set of the Procurement Bidding Documents in preparing the Bid; neither Buyer nor Engineer assumes any responsibility for errors or misinterpretations resulting from the use of incomplete sets of Procurement Bidding Documents. 2.02 Buyer and Engineer make copies of Procurement Bidding Documents available on the above terms only for obtaining Bids for furnishing Goods and Special Services, and do not authorize or confer a license for any other use. ARTICLE 3—QUALIFICATIONS OF BIDDERS 3.01 Buyer may at any time conduct such investigations as Buyer deems necessary to establish the responsibility, qualifications, and financial ability of Bidder, and after the opening of Bids may require a Bidder to submit documentation of its qualifications, i ncluding but not limited to financial data and documentation of previous experience providing goods and services comparable to the specified Goods and Special Services. 3.02 Bidder is to carefully review those portions of the Bid Form requiring Bidder’s representations and certifications. 3.03 Bidder shall submit a qualifications statement with the Bid, including financial data and documentation of previous experience providing comparable goods and services, to demonstrate Bidder’s qualifications to furnish the specified Goods and Special Services. ARTICLE 4—SITE VISIT; PRE-BID CONFERENCE 4.01 Buyer recommends that Bidder visit the Point of Destination and the site where the Goods are to be installed and Special Services will be provided, taking into account observable local and site conditions that may affect the delivery, cost, progress, and furnishing of the Goods and Special Services. Arrangements for such a visit may be made through Engineer. 4.02 A pre-bid conference will not be held for this procurement. ARTICLE 5—INTERPRETATIONS AND ADDENDA 5.01 All questions about the meaning or intent of the Procurement Bidding Documents are to be submitted to Engineer in writing at: A. Submit to Katie Andrews at katie.a@jonesanddemille.com. EJCDC® P-200, Instructions to Bidders for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 6 5.02 Interpretations or clarifications considered necessary by Engineer in response to such written questions will be issued by Addenda mailed or delivered to all parties recorded as having received the Procurement Bidding Documents. Only answers in the Addenda will be binding. Oral statements, interpretations, and clarifications may not be relied upon in the preparation of a Bid, and will not be binding or legally effective. 5.03 Addenda may be issued to clarify, correct, or change the Procurement Bidding Documents as deemed advisable by Buyer or Engineer. ARTICLE 6—BID SECURITY 6.01 A Bid must be accompanied by Bid security made payable to Buyer in an amount of 5 percent of Bidder’s maximum Bid price (determined by adding the base bid and all alternates) and in the form of a Bid bond issued by a surety meeting the requirements of Paragraph 5.01 of the General Conditions. Such Bid bond will be issued in the form included in the Procurement Bidding Documents. 6.02 The Bid security of the apparent Successful Bidder will be retained until Buyer (Project Owner) awards the Procurement Contract to such Bidder, and such Bidder has executed the Procurement Contract, furnished the required contract security, and met the other conditions of the Notice of Award, whereupon the Bid security will be released. If the Successful Bidder fails to execute and deliver the Procurement Contract and furnish the required contract security within 15 14 days after the Notice of Award, Buyer (Project Owner) may consider Bidder to be in default and annul the Notice of Award, and the Bid security of that Bidder will be forfeited, in whole in the case of a penal sum bid bond, and to the extent of Buyer’s damages in the case of a damages-form bond. Such forfeiture will be Buyer’s exclusive remedy if Bidder defaults. 6.03 The Bid security of other Bidders that Buyer believes to have a reasonable chance of receiving the award may be retained by Buyer until the earlier of 7 days after the Effective Date of the Procurement Contract or 61 days after the Bid opening, whereupon Bid security furnished by such Bidders will be released. 6.04 Bid security of other Bidders that Buyer believes do not have a reasonable chance of receiving the award will be released within 7 days after the Bid opening. ARTICLE 7—PROCUREMENT CONTRACT TIMES 7.01 See applicable provisions in the Procurement Agreement. ARTICLE 8—LIQUIDATED DAMAGES 8.01 Any provisions for liquidated damages, such as those for Seller’s failure to attain a specified Milestone such as the delivery of the Goods, are set forth in the Procurement Agreement. ARTICLE 9—CONFIDENTIALITY OF BID INFORMATION 9.01 Confidential information is information in the Bid, or in documents submitted by Bidder with the Bid or submitted subsequent to the opening of Bids in support of the Bid, that Bidder clearly and prominently labels in writing to be a trade secret, proprietary, or confidential. Bids will be opened EJCDC® P-200, Instructions to Bidders for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 6 and accompanying documents, if any, will be maintained in a manner that endeavors to avoid disclosing confidential information to third parties, to the extent allowed by Laws and Regulations. 9.02 Bidder shall clearly and prominently mark confidential information with the word “CONFIDENTIAL” on each page or sheet or on the cover of bound documents. Place “CONFIDENTIAL” stamps or watermarks so that they do not obscure any of the required information on the document, either in the original or in a way that would obscure any of the required information in a photocopy of the document. 9.03 If Buyer is requested to disclose confidential information, becomes legally compelled to disclose confidential information, or is required by a regulatory body, governing agency, or controlling authority to disclose confidential information, or make any other disclosure that is prohibited or otherwise constrained by these Procurement Bidding Requirements, Buyer will provide Bidder with prompt notice so Bidder may seek a protective order or other appropriate remedy. Bidder will be solely responsible for submitting to the regulatory body, governing agency, or controlling authority any arguments, briefs, memoranda, motions, authorities, or other information in opposition to disclosure. 9.04 Buyer’s obligations with respect to confidential information are nullified by the following exceptions: A. Confidential information becomes a part of the public domain through publication or otherwise, through no fault of the Buyer; B. Buyer can demonstrate through suitable documentation that the confidential information was already in the Buyer’s possession, and not previously marked as confidential, or was otherwise publicly available prior to the date of Bid submittal; C. The confidential information is subsequently and independently disclosed to the Buyer by a third party who has a lawful right to disclose such information; D. Buyer concludes in good faith that the information is not confidential, or that disclosure is required or justified; or E. Buyer is required to disclose the confidential information by court order or by applicable Laws and Regulations. 9.05 Notwithstanding any other provision of the Procurement Bidding Documents, it is stipulated and agreed that by accepting a Bid, Buyer has not and does not waive its legal immunity (if any) from suit or liability. ARTICLE 10—“OR-EQUAL” ITEMS 10.01 The Procurement Contract, if awarded, will be based on material and equipment specified in the Procurement Bidding Documents without consideration of possible “or -equal” items. Whenever it is specified or described in the Procurement Bidding Documents that an “or-equal” item of material or equipment may be furnished or used by Seller if acceptable to Engineer, application for such acceptance will not be considered by Engineer until after the Effective Date of the Procurement Contact. The procedure for submi ttal of any such application by Seller and EJCDC® P-200, Instructions to Bidders for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 6 consideration by Engineer is set forth in the General Conditions and may be supplemented in the Procurement Specifications. 10.02 The Procurement Contract, if awarded, will be based on materials and equipment specified or described in the Procurement Bidding Documents. Bidders may propose "or equal" materials and equipment, which if approved by Engineer will be identified by Addendum . The materials and equipment described in the Procurement Bidding Documents establish a standard of required type, function, and quality to be met by any proposed “or -equal” item. No item of material or equipment will be considered by Engineer as an “or -equal” unless written request for approval has been submitted by Bidder and has been received by Engineer no later than 15 days after the advertisement or invitation to bid is first issued. Each such request shall conform to the requirements of Paragraph 7.04 of the General Conditions. The burden of proof of the merit of the proposed item is upon Bidder. Engineer’s decision of approval or disapproval of a proposed item as an equal will be final. Bidders shall not rely upon approvals unless set forth in an Addendum. Send requests to Katie Andrews at katie.a@jonesanddemille.com. ARTICLE 11—PREPARATION OF BID 11.01 The Bid Form is included with the Procurement Bidding Documents. Additional copies of Procurement Bidding Documents may be obtained from the Issuing Office. 11.02 All blanks on the Bid Form must be completed and the Bid Form must be signed by an individual authorized to act on behalf of the Bidder. Alterations must be initialed by an individual authorized to act on behalf of the Bidder. A Bid price must be indicated for each item in the Bid Form. In the case of optional alternates, the words “No Bid” may be entered. 11.03 Bidder must acknowledge all Addenda by filling in the number and date of each Addendum in the Bid Form and sign where indicated to verify that the Addenda were received. A Bid that does not acknowledge receipt of all Addenda may be considered non-responsive. 11.04 Bidder shall: A. Sign the Bid Form as indicated in the Bid Form. B. Include evidence of authority to sign. C. Provide information on the individual to be contacted for any communications regarding the Bid. D. Provide evidence of the Bidder’s authority and qualification to do business in the locality of the Project, to the extent required, or indicate the ability to obtain such authority and qualification prior to award of the Procurement Contract. 11.05 The responsibilities of each Bidder submitting a Bid are described in the Bidder’s representations and certifications set forth in Article 6 of the Bid Form. ARTICLE 12—BASIS OF BID; COMPARISON OF BIDS 12.01 Lump Sum A. Bidder shall submit a Bid on a lump sum basis as set forth in the Bid Form. B. The apparent low Bid will be determined on the basis of the lump sum bid amount. EJCDC® P-200, Instructions to Bidders for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 6 ARTICLE 13—SUBMITTAL OF BID 13.01 Bidder shall refer to the advertisement or invitation to bid for specific identification of the date, time, and place where Bids are to be submitted. 13.02 Bidder must submit one separate unbound copy of the completed Bid Form, and, if required, the Bid Security and the other documents required to be submitted under the terms of Article 4 of the Bid Form. 13.03 A Bid must be submitted no later than the date and time prescribed and at the place indicated in the advertisement or invitation to bid. Submit the Bid in an envelope plainly marked with the Project title (and, if applicable, the designated portion of the Project for which the Bid is submitted) and the name and address of Bidder. Enclose the Bid security and other documents required to be submitted with the Bid as listed in the Bid Form. If a Bid is sent by mail or other delivery system, the sealed envelope containing the Bid shall be enclosed in a separate package plainly marked on the outside with the notation “BID ENCLOSED.” ARTICLE 14—MODIFICATION OR WITHDRAWAL OF BID 14.01 A Bid may be modified or withdrawn by a document duly signed in the same manner that a Bid must be signed and delivered to the place where Bids are to be submitted prior to the date and time for the opening of Bids. 14.02 If, within 24 hours after Bids are opened, any Bidder files a duly signed written notice with Buyer and promptly thereafter demonstrates to the reasonable satisfaction of Buyer that there was a material and substantial mistake in the preparation of its Bid , that Bidder may withdraw its Bid, and the Bid security will be returned. ARTICLE 15—OPENING OF BIDS 15.01 Bids will be publicly opened at the time and place indicated in the advertisement or invitation to bid and read aloud, unless obviously non-responsive. An abstract of the amounts of the Base Bids EJCDC® P-200, Instructions to Bidders for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 6 and Alternate Bids, if any, will be made available to Bidders after Bids have been opened and reviewed by the Buyer. ARTICLE 16—BIDS TO REMAIN SUBJECT TO ACCEPTANCE 16.01 All Bids will remain subject to acceptance for the period stated in the Bid Form, but Buyer may, in its sole discretion, release any Bid and return the Bid security prior to the end of this period. ARTICLE 17—EVALUATION OF BIDS AND AWARD OF PROCUREMENT CONTRACT 17.01 Buyer reserves the right to reject any and all Bids, including without limitation, nonconforming, nonresponsive, unbalanced, or conditional Bids. Buyer also reserves the right to waive all informalities not involving price, time, or changes in the Goods and Special Services. 17.02 Buyer will reject the Bid of any Bidder that Buyer finds, after reasonable inquiry and evaluation, to not be responsible. 17.03 In evaluating Bids, Buyer will consider whether the Bids comply with the prescribed requirements, and such alternates, unit prices, and other data as may be requested in the Bid Form or may be requested from Bidders prior to a Notice of Award. 17.04 If Buyer awards the Procurement Contract, such award will be to the responsible Bidder submitting the lowest responsive Bid. ARTICLE 18—BONDS AND INSURANCE 18.01 Article 5 of the General Conditions and Article 5 of the Supplementary Conditions set forth Buyer’s requirements as to performance and payment bonds and insurance. When the Successful Bidder delivers the signed Procurement Agreement to Buyer, it must be accompanied by such bonds and acceptable evidence of insurance. ARTICLE 19—SIGNING OF PROCUREMENT AGREEMENT 19.01 When Buyer issues a Notice of Award to the Successful Bidder, it will be accompanied by the unsigned counterparts of the Procurement Agreement along with the other Procurement Contract Documents identified in the Procurement Agreement. Within 15 14 days thereafter, Successful Bidder must execute and deliver the required number of counterparts of the Procurement Agreement and any bonds and insurance documentation required to be delivered by the Procurement Contract Documents to Buyer. Within 10 days thereafter, Buyer will deliver one fully executed counterpart of the Procurement Agreement to Successful Bidder, together with printed and electronic copies of the Procurement Contract Documents as stated in Paragraph 2.02 of the General Conditions. ARTICLE 20—SALES AND USE TAXES - DELETED ARTICLE 21—PROCUREMENT CONTRACT TO BE ASSIGNED - DELETED ARTICLE 22— CC.03 A COPY OF THE ASSIGNED PROCUREMENT CONTRACT IS ATTACHED. - DELETED EJCDC® P-400, Bid Form for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 1 of 1 DOCUMENT 00 41 64 BID FORM FOR PROCUREMENT CONTRACT TABLE OF CONTENTS Page Article 1— Buyer and Bidder ........................................................................................................................ 1 Article 2— Basis of Bid .................................................................................................................................. 1 Article 3— Time of Completion .................................................................................................................... 1 Article 4— Attachments to this Bid .............................................................................................................. 1 Article 5— Bidder’s Acknowledgments......................................................................................................... 2 Article 6— Bidder’s Representations and Certifications............................................................................... 2 EJCDC® P-400, Bid Form for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 4 BID FORM FOR PROCUREMENT CONTRACT PROJECT: MONTICELLO CITY – LLOYD LAKE TRAIL BRIDGES PROCUREMENT The terms used in this Bid with initial capital letters have the meanings stated in the Instructions to Bidders, the General Conditions, and the Supplementary Conditions. ARTICLE 1—BUYER AND BIDDER 1.01 This Bid is submitted to: Monticello City (Project Owner) and 17 N 100 E, Monticello, Utah 84535. 1.02 The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into a Procurement Contract with Buyer in the form included in the Procurement Bidding Documents, and to furnish the Goods and Special Services as specified or indicated in the Procurement Bidding Documents, for the prices and within the times indicated in this Bid, and in accordance with the other terms and conditions of the Procurement Bidding Documents. ARTICLE 2—BASIS OF BID 2.01 Lump Sum Bids A. Bidder will furnish the Goods and Special Services in accordance with the Procurement Contract Documents for the following Procurement Contract Price(s): 1. Lump Sum Bid Price (single or multiple Lump Sum) Lump Sum Bid Price $ ARTICLE 3—TIME OF COMPLETION 3.01 Bidder agrees that the furnishing of Goods and Special Services will conform to the schedule of Procurement Contract Times set forth in Article 2 of the Procurement Agreement. 3.02 Bidder accepts the provisions of the Procurement Agreement as to liquidated damages. ARTICLE 4—ATTACHMENTS TO THIS BID 4.01 The following documents are attached to and made a condition of this Bid: A. Required Bid security in the form prescribed in the Instructions to Bidders. B. Evidence of authority to do business in the state of the Project; or a written covenant to obtain such authority within the time for acceptance of Bids. C. Equipment Data Sheets. D. Required Bidder Qualification Statement with supporting data. EJCDC® P-400, Bid Form for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 4 ARTICLE 5—BIDDER’S ACKNOWLEDGMENTS 5.01 Bidder accepts all terms and conditions of the Instructions to Bidders. This Bid will remain subject to acceptance for 60 days after the Bid opening, or for such longer period that Bidder may agree to in writing upon request of Buyer. 5.02 Bidder has examined and carefully studied the Procurement Bidding Documents, the related data identified in the Procurement Bidding Documents, and the following Addenda, receipt of which is hereby acknowledged: Addendum No. Addendum Date ARTICLE 6—BIDDER’S REPRESENTATIONS AND CERTIFICATIONS 6.01 Bidder’s Representations A. In submitting this Bid, Bidder represents that: 1. Bidder has examined and carefully studied the Procurement Contract Documents. 2. If required by the Instructions to Bidders to visit the Point of Destination and the site where the Goods are to be installed or Special Services will be provided, or if, in Bidder’s judgment, any observable local or site conditions may affect the delivery, cost, progress, or furnishing of the Goods and Special Services, then Bidder has visited the Point of Destination and site where the Goods are to be installed or Special Services will be provided (as applicable) and become familiar with and is satisfied as to the observable local and site conditions that may affect delivery, cost, progress, and furnishing of the Goods and Special Services. 3. Bidder is familiar with and is satisfied as to all Laws and Regulations that may affect the cost, progress, and performance of Seller's obligations under the Procurement Contract. 4. Bidder has carefully studied, considered, and correlated the information known to Bidder with respect to the effect of such information on the cost, progress, and performance of Seller's obligations under the Procurement Contract. 5. Bidder has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Bidder has discovered in the Procurement Contract Documents, and the written resolution (if any) thereof by Engineer is acceptable to Bidder. 6. The Procurement Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance of Seller's obligations under the Procurement Contract. 7. The submission of a Bid will constitute an incontrovertible representation by Bidder that Bidder has complied with every requirement of the Bidding Requirements, that without exception the Bid (including all Bid prices) is premised upon furnishing the Good s and Special Services as required by the Procurement Contract Documents. EJCDC® P-400, Bid Form for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 4 6.02 Bidder’s Certifications A. Bidder certifies that: 1. This Bid is genuine and not made in the interest of or on behalf of any undisclosed individual or entity and is not submitted in conformity with any collusive agreement or rules of any group, association, organization, or corporation; 2. Bidder has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; 3. Bidder has not solicited or induced any individual or entity to refrain from bidding; and 4. Bidder has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for the Procurement Contract. For the purposes of this Paragraph 6.02.A.4: a. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process; b. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process to the detriment of Buyer, (b) to establish bid prices at artificial non -competitive levels, or (c) to deprive Buyer of the benefits of free and open competition; c. “collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Buyer, a purpose of which is to establish bid prices at artificial, non-competitive levels; and d. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process. (Remainder of page intentionally left blank.) EJCDC® P-400, Bid Form for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 4 This Bid is offered by: Bidder: (typed or printed name of organization) By: (individual’s signature) Date: (date signed) Name: (typed or printed) Title: (typed or printed) (If Bidder is a corporation, a partnership, or a joint venture, attach evidence of authority to sign.) Attest: (individual’s signature) Title: (typed or printed) Address for giving notices: Designated Representative: Name: (typed or printed) Title: (typed or printed) Address: Phone: Email: License No.: Classification: Limitation: SECTION 03: CONTRACTING REQUIREMENTS EJCDC® C-510, Notice of Award. Copyright© 2018 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 DOCUMENT 00 51 00.03 NOTICE OF AWARD Date of Issuance: Buyer: Monticello City Buyer’s Project No.: Engineer: Jones & DeMille Engineering, Inc. Engineer’s Project No.: 2508-048 Project: Lloyd Lake Trail Bridges Procurement Contract Name: Bidder: Bidder’s Address: You are notified that Buyer has accepted your Bid dated [Date] for the above Contract, and that you are the Successful Bidder and are awarded a Contract for: ____________________________________________________________________________________. [Describe Work, alternates, or sections of Work awarded] The Contract Price of the awarded Contract is $[Contract Price]. Contract Price is subject to adjustment based on the provisions of the Contract, including but not limited to those governing changes, Unit Price Work, and Work performed on a cost-plus-fee basis, as applicable. 3 unexecuted counterparts of the Agreement accompany this Notice of Award, and one copy of the Contract Documents accompanies this Notice of Award, or has been transmitted or made available to Bidder electronically. ☐ Drawings will be delivered separately from the other Contract Documents. You must comply with the following conditions precedent within 15 14 days of the date of receipt of this Notice of Award: 1. Deliver to Buyer 3 counterparts of the Agreement, signed by Bidder (as Seller). 2. Deliver with the signed Agreement(s) the Contract security (such as required performance and payment bonds) and insurance documentation, as specified in the Instructions to Bidders and in the General Conditions, Articles 2 and 5. 3. Other conditions precedent (if any): Deliver preliminary schedules as specified in the General Conditions, Article 2. [Describe other conditions that require Successful Bidder’s compliance.] Failure to comply with these conditions within the time specified will entitle Buyer to consider you in default, annul this Notice of Award, and declare your Bid security forfeited. Within 10 days after you comply with the above conditions, Buyer will return to you one fully signed counterpart of the Agreement, together with any additional copies of the Contract Documents as indicated in Paragraph 2.02 of the General Conditions. Buyer: Monticello City By (signature): Name (printed): Title: Copy: Engineer EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 1 of 2 DOCUMENT 00 52 64 AGREEMENT BETWEEN BUYER AND SELLER FOR PROCUREMENT CONTRACT TABLE OF CONTENTS Page Article 1— Procurement Contract ................................................................................................................ 1 1.01 Goods and Special Services ........................................................................................................... 1 1.02 The Project .................................................................................................................................... 1 1.03 Engineer ........................................................................................................................................ 1 1.04 Point of Destination ...................................................................................................................... 1 Article 2— Procurement Contract Times ...................................................................................................... 1 2.01 Time of the Essence ....................................................................................................................... 1 2.02 Schedule of Procurement Contract Times ..................................................................................... 1 2.03 Shop Drawings and Samples ......................................................................................................... 2 2.04 Liquidated Damages ..................................................................................................................... 2 Article 3— Procurement Contract Price ....................................................................................................... 2 3.01 Procurement Contract Price and Total Price—Based on Attached Bid ......................................... 2 Article 4— Payment Procedures ................................................................................................................... 3 4.01 Submittal and Processing of Applications for Payment ................................................................ 3 4.02 Progress Payments; Final Payment ............................................................................................... 3 4.03 Interest .......................................................................................................................................... 3 Article 5— Assignment of Procurement Contract ........................................................................................ 3 5.01 Assignment of Contract ................................................................................................................. 3 Article 6— Procurement Contract Documents ............................................................................................. 4 6.01 List of Procurement Contract Documents ..................................................................................... 4 Article 7— Seller’s Representations and Certifications ................................................................................ 4 7.01 Seller’s Representations ................................................................................................................ 4 7.02 Seller’s Certifications ..................................................................................................................... 5 Article 8— Confidentiality ............................................................................................................................. 5 8.01 Confidential Information ............................................................................................................... 5 8.02 Disclosure of Confidential Information ......................................................................................... 6 8.03 Waiver of Immunity ...................................................................................................................... 6 Article 9— Mutual Waiver ............................................................................................................................ 6 EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 2 of 2 9.01 Mutual Waiver of Consequential Damages .................................................................................. 6 Exhibit B—Surety’s Consent to Assignment. EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 8 AGREEMENT BETWEEN BUYER AND SELLER FOR PROCUREMENT CONTRACT This Procurement Agreement is by and between Monticello City (“Buyer”) and [formal name of entity] (“Seller”). Terms used in this Procurement Agreement have the meanings stated in the General Conditions of the Procurement Contract and the Supplementary Conditions of the Procurement Contract. Buyer and Seller hereby agree as follows: ARTICLE 1—PROCUREMENT CONTRACT 1.01 Goods and Special Services A. Seller shall furnish the Goods and Special Services as specified or indicated in the Procurement Contract Documents. The Goods and Special Services are generally described as follows: Three (3) pre -manufactured pedestrian bridges as outlined in the performance specifications. . 1.02 The Project A. The Project, of which the Goods and Special Services are a part, is generally described as follows: Lloyd’s Lake Trail Improvement Project. The project consists of improvements to an existing trail around Lloyd’s Lake near Monticello Utah. The project includes the replacement of three pedestrian bridges. Other improvements include site drainage and runoff improvements, culvert replacement, concrete flatwork and stairs, informational kiosks, trail surface improvements, and bank and outlet protection improvements. 1.03 Engineer A. Buyer has retained Jones & DeMille Engineering, Inc. ("Engineer"), to prepare Procurement Contract Documents and act as Buyer's representative. Engineer assumes all duties and responsibilities and has the rights and authority assigned to Engineer in the Procurement Contract Documents in connection with Seller’s furnishing of Goods and Special Services. 1.04 Point of Destination A. The Point of Destination is designated as: Lloyds Lake Recreational Area, Monticello, Utah 84535. ARTICLE 2—PROCUREMENT CONTRACT TIMES 2.01 Time of the Essence A. All time limits for Milestones, including the submittal of Shop Drawings and Samples, the delivery of Goods, and the furnishing of Special Services as stated in the Procurement Contract Documents, are of the essence of the Procurement Contract. 2.02 Schedule of Procurement Contract Times A. The following schedule sets forth the Procurement Contract Times: Exhibit B—Surety’s Consent to Assignment. EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 8 Milestone Date or Days Notes Submit Shop Drawings 42 days from notice of award Deliver acceptable Goods to Point of Destination 84 days from approval of shop drawings Delivery may be made any time prior to due date . Coordinate delivery schedule with owner. 2.03 Shop Drawings and Samples A. Submittal of Shop Drawings and Samples: Seller shall submit all Shop Drawings and Samples required by the Procurement Contract Documents to Engineer for its review and approval. B. Engineer’s Review: It is the intent of the parties that Engineer will conduct its review of Shop Drawings and Samples and issue its approval, or a denial accompanied by substantive comments regarding information needed to gain approval, within 14 days after Seller's submittal of such Shop Drawings and Samples, or within such longer period that is needed because of the quantity and quality of such submittals. Resubmittals will be limited whenever possible. 2.04 Liquidated Damages A. Buyer and Seller recognize that time is of the essence as stated in Paragraph 2.01, and that Buyer will suffer financial and other losses if the Goods are not delivered to the Point of Destination and ready for receipt of delivery by Buyer within the time specified in Paragraph 2.02, plus any extensions thereof allowed in accordance with this Procurement Contract. The parties also recognize that the timely performance of services by others involved in the Project is materially dependent upon Seller’s specif ic compliance with the delivery requirements of Paragraph 2.02. Further, the parties recognize the time, expense, and difficulties involved in proving, in a legal or arbitration proceeding, the loss (whether direct, consequential, or otherwise) suffered by Buyer if complete, acceptable Goods are not delivered on time. Accordingly, instead of requiring any such proof, Buyer and Seller agree that as liquidated damages for delay (but not as a penalty) Seller shall pay Buyer $ 100 for each day that expires after the time specified in Paragraph 2.02 for delivery of acceptable Goods. ARTICLE 3—PROCUREMENT CONTRACT PRICE 3.01 Procurement Contract Price and Total Price—Based on Attached Bid A. For furnishing the Goods and Special Services in accordance with the Procurement Contract Documents, Buyer shall pay Seller the prices stated in Seller’s Bid, attached hereto as an exhibit, subject to final adjustments for Unit Price Goods and Special Serv ices and Buyer’s Contingency Allowance, if any, and subject to the following Buyer-accepted alternates: None. Exhibit B—Surety’s Consent to Assignment. EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 8 ARTICLE 4—PAYMENT PROCEDURES 4.01 Submittal and Processing of Applications for Payment A. Seller shall submit Applications for Payment in accordance with Article 13 of the General Conditions and the following paragraphs. Engineer and Buyer will process such Applications for Payment in accordance with said Article 13. 4.02 Progress Payments; Final Payment A. Seller may submit an Application for Payment requesting the stated percentage of Procurement Contract Price upon attainment of each of the following Payment Line Items: Payment Line Item (Lump Sum) Percentage of Lump Sum 1. Placement of Order (1/3 deposit) 33.3 2. Final Payment: After Shipment of Item Upon Receipt of Invoice from Seller 66.6 Total Procurement Contract Price (Lump Sum) 100 B. For Unit Price Goods and Special Services, if any, or for payments owed to Seller as a result of authorizations by Buyer under the Buyer’s Contingency Allowance (if any), Seller shall submit a separate Application for Payment, no more frequently than month ly, that states (1) the actual quantities of such Unit Price Goods and Special Services that have been furnished, and the applicable unit prices; and (2) the services or items performed or furnished under the Buyer’s Contingency Allowance, and the amounts owed. If practical, and at Seller’s option, Seller may apply for such unit price and Buyer’s Contingency Allowance payments in a separate section of an Application for Payment submitted under Paragraph 4.02.A for lump sum items. C. Buyer shall pay Seller the amount owed under an Application for Payment within 30 days after Engineer’s presentation to Buyer of the Application for Payment and Engineer’s recommendation. 4.03 Interest A. All amounts not paid when due will bear interest as the rate of 6% percent per annum. ARTICLE 5—ASSIGNMENT OF PROCUREMENT CONTRACT 5.01 Assignment of Contract A. Deleted. B. No other assignment by a party hereto of any rights under or interests in the Procurement Contract will be binding on another party hereto without the written consent of the party sought to be bound. Specifically, but without limitation, Procurement Contract payments or other money that may become due, and Procurement Contract payments or other money that are due, may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by Laws and Regulations). Unles s specifically stated to the contrary in any written consent to such an assignment, such an assignment will not release Exhibit B—Surety’s Consent to Assignment. EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 8 or discharge the assignor from any duty or responsibility under the Procurement Contract Documents. ARTICLE 6—PROCUREMENT CONTRACT DOCUMENTS 6.01 List of Procurement Contract Documents A. The Procurement Contract Documents consist of the following: 1. This Procurement Agreement. 2. General Conditions of the Procurement Contract. 3. Supplementary Conditions of the Procurement Contract. 4. Procurement Specifications as listed in the Procurement Specifications table of contents. a. Special Provisions for Prefabricated Pedestrian Bridge 5. Addenda Numbers 6. Exhibits to this Procurement Agreement (enumerated as follows): a. Seller’s Bid. b. Exhibit A – Lloyd’s Lake Trail Bridges Procurement 7. The following which may be delivered or issued on or after the Effective Date of the Procurement Contract and are not attached hereto: a. Change Orders; b. Change Directives; and c. Field Orders. B. The documents listed in Paragraph 6.01.A are attached to this Procurement Agreement (except as expressly noted otherwise above). C. There are no Procurement Contract Documents other than those listed above. D. The Procurement Contract Documents may only be amended or supplemented as provided in Paragraph 11.01 of the Procurement General Conditions. ARTICLE 7—SELLER’S REPRESENTATIONS AND CERTIFICATIONS 7.01 Seller’s Representations A. In order to induce Buyer to enter into this Procurement Agreement , Seller makes the following representations: 1. Seller has examined and carefully studied the Procurement Contract Documents. 2. If required by the Instructions to Bidders to visit the Point of Destination and the site where the Goods are to be installed or Special Services will be provided, or if, in Seller’s judgment, any observable local or site conditions may affect the delivery, cost, progress, or furnishing of the Goods and Special Services, then Seller has visited the Point of Exhibit B—Surety’s Consent to Assignment. EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 8 Destination and site where the Goods are to be installed or Special Services will be provided (as applicable) and become familiar with and is satisfied as to the observable local and site conditions that may affect delivery, cost, progress, and furnishing of the Goods and Special Services. 3. Seller is familiar with and is satisfied as to all Laws and Regulations that may affect the cost, progress, and performance of Seller's obligations under the Procurement Contract. 4. Seller has carefully studied, considered, and correlated the information known to Seller with respect to the effect of such information on the cost, progress, and performance of Seller's obligations under the Procurement Contract. 5. Seller has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Seller has discovered in the Procurement Contract Documents, and the written resolution (if any) thereof by Engineer is acceptable to Seller. 6. The Procurement Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance of Seller's obligations under the Procurement Contract. 7. Seller’s entry into this Procurement Contract constitutes an incontrovertible representation by Seller that without exception all prices in the Procurement Agreement are premised upon furnishing the Goods and Special Services as required by the Procurement Contract Documents. 7.02 Seller’s Certifications A. Seller certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Procurement Contract. For the purposes of this Paragraph 7.02: 1. “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official in the bidding process or in the Procurement Contract execution; 2. “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding process or the execution of the Procurement Contract to the detriment of Buyer, (b) to establish bid or contract prices at artificial non -competitive levels, or (c) to deprive Buyer of the benefits of free and open competition; 3. “collusive practice” means a scheme or arrangement between two or more Bidders, with or without the knowledge of Buyer, a purpose of which is to establish bid prices at artificial, non-competitive levels; and 4. “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding process or affect the execution of the Procurement Contract. ARTICLE 8—CONFIDENTIALITY 8.01 Confidential Information A. Confidential information is information in documents submitted by Seller that Seller clearly and prominently labels in writing to be a trade secret, proprietary, or confidential. Such Exhibit B—Surety’s Consent to Assignment. EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 8 documents, if any, will be maintained in a manner that endeavors to avoid disclosing confidential information to third parties, to the extent allowed by Laws and Regulations. B. Seller shall clearly and prominently mark confidential information with the word “CONFIDENTIAL” on each page or sheet or on the cover of bound documents. Place “CONFIDENTIAL” stamps or watermarks so that they do not obscure any of the required information on the document, either in the original or in a way that would obscure any of the required information in a photocopy of the document. 8.02 Disclosure of Confidential Information A. If Buyer is requested to disclose confidential information, or becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, public information requests, or other req uests under Laws and Regulations) to disclose confidential information, or is required by a regulatory body, governing agency, or controlling authority to disclose confidential information, or make any other disclosure that is prohibited or otherwise const rained by the Procurement Contract, Buyer will provide Seller with prompt notice so Seller may seek an appropriate protective order or other remedy. Seller will be solely responsible for submitting to the regulatory body, governing agency, or controlling a uthority any arguments, briefs, memoranda, motions, authorities, or other information in opposition to disclosure. B. Buyer’s obligations with respect to confidential information are nullified by the following exceptions: 1. Confidential information becomes a part of the public domain through publication or otherwise, through no fault of the Buyer; 2. Buyer can demonstrate through suitable documentation that the confidential information was already in the Buyer’s possession, and not previously marked as confidential, or was otherwise publicly available prior to the Effective Date of the Procurement Contract; 3. The confidential information is subsequently and independently disclosed to the Buyer by a third party who has a lawful right to disclose such information; 4. Buyer has a good faith belief that disclosure is required or justified; or 5. Buyer is required to disclose the confidential information by court order or by applicable Laws and Regulations. 8.03 Waiver of Immunity A. Notwithstanding any other provision of the Procurement Contract, it is stipulated and agreed that by accepting confidential information, Buyer has not and does not waive its legal immunity (if any) from suit or liability. ARTICLE 9—MUTUAL WAIVER 9.01 Mutual Waiver of Consequential Damages A. Buyer and Seller waive against each other, and against the other’s officers, directors, members, partners, employees, agents, consultants, and subcontractors, any and all claims for or entitlement to incidental, indirect, or consequential damages arising o ut of, resulting Exhibit B—Surety’s Consent to Assignment. EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 8 from, or related to the Procurement Contract. If Buyer (Project Owner) assigns this Procurement Contract to a construction contractor (Contractor/Assignee), then the terms of this Paragraph 9.01.A will be binding upon the Contractor/Assignee with respect to Seller and assignor. The terms of this mutual waiver do not apply to or limit any claim by either Buyer or Seller against the other based on any of the following: (a) contribution or indemnification, (b) liquidated damages, (c) costs, losses, or damages attributable to personal or bodily injury, sickness, disease, or death, or to injury to or destruction of the tangible property of others, (d) intentional or reckless wrongful conduct, or (e) rights conferred by any bond provided by Seller under this Procurement Contract. (Remainder of page intentionally left blank.) Exhibit B—Surety’s Consent to Assignment. EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 of 8 IN WITNESS WHEREOF, Buyer and Seller have signed this Procurement Agreement. Counterparts have been delivered to Buyer and Seller. The Effective Date of the Procurement Contract is [date to be inserted at the time of execution]. Buyer Seller (typed or printed name of organization) (typed or printed name of organization) By: By: (individual’s signature) (individual’s signature) Date: Date: (date signed) (date signed) Name: Name: (typed or printed) (typed or printed) Title: Title: (typed or printed) (typed or printed) (If Seller is a corporation, a partnership, or a joint venture, attach evidence of authority to sign.) Attest: Attest: (individual’s signature) (individual’s signature) Title: Title: (typed or printed) (typed or printed) Address for giving notices: Address for giving notices: Designated Representative: Designated Representative: Name: Name: (typed or printed) (typed or printed) Title: Title: (typed or printed) (typed or printed) Address: Address: Phone: Phone: Email: Email: (If Buyer is a corporation, attach evidence of authority to sign. If Buyer is a public body, attach evidence of authority to sign and resolution or other documents authorizing execution of this Agreement.) EJCDC® P-625, Buyer’s Acknowledgment of Receipt of Goods. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 DOCUMENT 00 62 80.03 BUYER’S ACKNOWLEDGMENT OF RECEIPT OF GOODS Buyer: Buyer’s Project No.: Engineer: Jones & DeMille Engineering, Inc Engineer’s Project No.: 2508-048 Seller: Seller’s Project No.: Project: Monticello City – Lloyds Lake Trail Contract Name: Lloyds Lake Trail Bridges Procurement This Buyer’s Acknowledgment of Receipt of Goods (Acknowledgment) applies to: ☐ All Goods ☐ The following specified portions of the Goods: [Specify] Date of delivery of the Goods to the Point of Destination: [Date] Date of Buyer’s visual inspection of the Goods: [Date] Date of this Acknowledgment: [Date] Buyer acknowledges: 1. The Goods to which this notice applies have been delivered to the Point of Destination. 2. Buyer has visually inspected such Goods pursuant to Paragraph 9.02.B.1 of the General Conditions of the Procurement Contract. 3. Based on the visual inspection, such Goods appear to comply with the requirements of the Procurement Contract Documents as to quantities and condition , subject to any exceptions and limitations in this Acknowledgment. 4. Such Goods are deemed received for purposes of Paragraph 9.02.B.2 of the General Conditions of the Procurement Contract. 5. Seller may submit its Application for Payment for the delivered Goods , subject to the terms of the Procurement Agreement. Exceptions (if any) to this Acknowledgment: ☐ None ☐ As follows: The responsibilities between Buyer and Seller for securing and storing the Goods, maintaining the Goods during storage, and for furnishing the Special Services, shall be as provided in the Procurement Contract. The following documents are attached to and made a part of this Acknowledgement: [List, if any, or indicate None] This Acknowledgment does not constitute an acceptance of any Goods not in conformance with the Procurement Contract Documents, nor is it a release of Seller's obligation to furnish all Goods and Special Services in accordance with the Procurement Contract. Buyer Engineer, on behalf of Buyer By (signature): Name (Printed): Title: Date: EJCDC® P-626, Buyer’s Notice Regarding Conformity of Goods and Special Services. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 1 DOCUMENT 00 62 80.06 BUYER’S NOTICE REGARDING CONFORMITY OF GOODS AND SPECIAL SERVICES Buyer: Buyer’s Project No.: Engineer: Jones & DeMille Engineering, Inc Engineer’s Project No.: 2508-048 Seller: Seller’s Project No.: Project: Monticello City – Lloyds Lake Trail Contract Name: Lloyds Lake Trail Bridges Procurement Notice Date: Effective Date of the Procurement Contract: Buyer hereby gives notice to Seller that, to the best of Buyer’s knowledge, information, and belief, the Goods and Special Services: ☐ Are in conformance with the Procurement Contract Documents. Upon Seller’s submittal of its final Application for Payment in accordance with the Procurement Contract Documents, Seller will be eligible for final payment, except as expressly indicated in the Procurement Contract. ☐ Are nonconforming with the Procurement Contract Documents for the following reason(s): 1. [List reason(s) and clearly cite contractual provisions and factual circumstances of each] Seller’s Special Services were completed on: [fill in date] Buyer has consulted with and received Engineer’s recommendation on conformity of the Goods and Special Services. This Buyer’s Notice Regarding Conformity of Goods and Special Services (Notice) is made expressly subject to the following terms and conditions to which all who receive and rely on said Notice agree: [Edit the following to suit the specific procurement] 1. This Notice is expressly subject to the terms and conditions set forth in the Procurement Contract. 2. This Notice is not a guarantee or warranty of Seller’s performance under the Procurement Contract, an acceptance of Goods and Special Services that are not in accordance with the related Procurement Contract Documents, including but not limited to nonconfo rming Goods and Special Services discovered after final inspection, nor an assumption of responsibility for any failure of Seller to furnish the Goods and Special Services thereunder in accordance with the Procurement Contract, or to otherwise comply with the Procurement Contract Documents or the terms of any special guarantees specified therein. 3. This Notice does not relieve Seller of any surviving obligations under the Procurement Contract and is subject to Buyer’s reservations of rights with respect to completion and final payment. Buyer By (signature): Name (Printed): Date: Title: EJCDC® C-941, Change Order. Copyright© 2018 National Society of Professional Engineers, American Council of Engineering Companies and American Society of Civil Engineers. All rights reserved. Page 1 of 1 DOCUMENT 00 63 63.03 CHANGE ORDER NO.: [Number] Buyer: Monticello City Buyer’s Project No.: Engineer: Jones & DeMille Engineering, Inc. Engineer’s Project No.: 2508-048 Seller: Seller’s Project No.: Project: Monticello City – Lloyds Lake Trail Contract Name: Lloyds Lake Trail Bridges Procurement Date Issued: Effective Date of Change Order: The Contract is modified as follows upon execution of this Change Order: Description: [Description of the change] Attachments: [List documents related to the change] Change in Contract Price Change in Contract Times [State Contract Times as either a specific date or number of days] Original Contract Price: Original Contract Times: Substantial Completion: $ Ready for final payment: [Increase] [Decrease] from previously approved Change Orders No. 1 to No. [Number of previous Change Order]: [Increase] [Decrease] from previously approved Change Orders No.1 to No. [Number of previous Change Order]: Substantial Completion: $ Ready for final payment: Contract Price prior to this Change Order: Contract Times prior to this Change Order: Substantial Completion: $ Ready for final payment: [Increase] [Decrease] this Change Order: [Increase] [Decrease] this Change Order: Substantial Completion: $ Ready for final payment: Contract Price incorporating this Change Order: Contract Times with all approved Change Orders: Substantial Completion: $ Ready for final payment: Recommended by Engineer (if required) Authorized by Buyer By: Title: Date: Accepted by Seller Approved by Funding Agency (if applicable) By: Title: Date: EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 1 of 3 DOCUMENT 00 72 76 STANDARD GENERAL CONDITIONS OF THE PROCUREMENT CONTRACT TABLE OF CONTENTS Page Article 1— Definitions and Terminology ....................................................................................................... 1 1.01 Defined Terms ............................................................................................................................... 1 1.02 Terminology .................................................................................................................................. 4 Article 2— Preliminary Matters .................................................................................................................... 5 2.01 Delivery of Bonds and Evidence of Insurance ............................................................................... 5 2.02 Copies of Documents .................................................................................................................... 5 2.03 Electronic Transmittals ................................................................................................................. 6 2.04 Preliminary Schedules ................................................................................................................... 6 2.05 Preliminary Conference ................................................................................................................ 6 2.06 Safety ............................................................................................................................................ 6 Article 3— Procurement Contract Documents ............................................................................................. 7 3.01 Intent ............................................................................................................................................. 7 3.02 Reference Standards ..................................................................................................................... 7 3.03 Reporting and Resolving Discrepancies ........................................................................................ 8 3.04 Requirements of the Procurement Drawings and Procurement Specifications ........................... 8 3.05 Reuse of Documents ..................................................................................................................... 9 Article 4— Commencement and Schedule ................................................................................................... 9 4.01 Commencement of Procurement Contract Times ........................................................................ 9 4.02 Continuing Performance ............................................................................................................... 9 4.03 Adjustments to Progress Schedule ............................................................................................... 9 4.04 Delays .......................................................................................................................................... 10 Article 5— Bonds and Insurance ................................................................................................................. 11 5.01 Performance, Payment, and Other Bonds .................................................................................. 11 5.02 Insurance ..................................................................................................................................... 12 5.03 Surety or Insurance Companies .................................................................................................. 12 Article 6— Licenses and Fees ...................................................................................................................... 12 6.01 Intellectual Property and License Fees ....................................................................................... 12 6.02 Seller’s Infringement ................................................................................................................... 13 EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 2 of 3 6.03 Buyer’s Infringement .................................................................................................................. 13 Article 7— Seller’s Responsibilities ............................................................................................................. 14 7.01 Performance of Obligations ........................................................................................................ 14 7.02 Labor, Materials and Equipment ................................................................................................ 14 7.03 Laws and Regulations .................................................................................................................. 14 7.04 “Or Equals” .................................................................................................................................. 15 7.05 Taxes ........................................................................................................................................... 16 7.06 Submittals ................................................................................................................................... 16 7.07 Indemnification ........................................................................................................................... 18 7.08 Concerning Subcontractors and Suppliers .................................................................................. 19 Article 8— Shipping and Delivery ............................................................................................................... 19 8.01 Shipping ....................................................................................................................................... 19 8.02 Delivery ....................................................................................................................................... 19 8.03 Risk of Loss .................................................................................................................................. 19 Article 9— Buyer’s Rights ............................................................................................................................ 20 9.01 Seller’s Warranties and Guarantees ........................................................................................... 20 9.02 Inspections and Testing .............................................................................................................. 21 9.03 Non-Conforming Goods and Special Services ............................................................................. 22 9.04 Correction Period ........................................................................................................................ 23 Article 10— Engineer’s Status ..................................................................................................................... 23 10.01 Engineer’s Role Defined .......................................................................................................... 23 10.02 Duties and Responsibilities; Authority; Limitations ................................................................ 24 Article 11— Changes ................................................................................................................................... 24 11.01 Amending and Supplementing the Procurement Contract .................................................... 24 11.02 Change Orders ........................................................................................................................ 25 11.03 Change Directives.................................................................................................................... 25 11.04 Field Orders ............................................................................................................................. 25 11.05 Buyer-Authorized Changes in the Goods and Special Services ............................................... 26 11.06 Buyer’s Contingency Allowance .............................................................................................. 26 11.07 Unauthorized Changes in the Goods and Special Services ..................................................... 26 11.08 Change of Procurement Contract Price .................................................................................. 26 11.09 Change of Procurement Contract Times ................................................................................. 27 11.10 Notification to Surety .............................................................................................................. 27 EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 3 of 3 Article 12— Claims, Disputes, and Dispute Resolution .............................................................................. 27 12.01 Claims ...................................................................................................................................... 27 12.02 Dispute Resolution Method .................................................................................................... 28 Article 13— Payment .................................................................................................................................. 29 13.01 Applications for Progress Payments ....................................................................................... 29 13.02 Review of Applications for Progress Payments....................................................................... 29 13.03 Basis and Amount of Progress Payments ................................................................................ 30 13.04 Suspension of or Reduction in Payment ................................................................................. 30 13.05 Final Payment .......................................................................................................................... 32 13.06 Waiver of Claims ..................................................................................................................... 32 Article 14— Cancellation, Suspension, and Termination ........................................................................... 33 14.01 Cancellation............................................................................................................................. 33 14.02 Suspension of Performance by Buyer ..................................................................................... 33 14.03 Suspension of Performance by Seller ..................................................................................... 33 14.04 Breach and Termination.......................................................................................................... 33 Article 15— Miscellaneous ......................................................................................................................... 34 15.01 Giving Notice ........................................................................................................................... 34 15.02 Controlling Law ....................................................................................................................... 34 15.03 Computation of Time .............................................................................................................. 34 15.04 Cumulative Remedies ............................................................................................................. 34 15.05 Survival of Obligations ............................................................................................................ 35 15.06 Entire Agreement .................................................................................................................... 35 15.07 No Waiver ............................................................................................................................... 35 15.08 Headings .................................................................................................................................. 35 15.09 Successors and Assigns ........................................................................................................... 35 EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 35 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Whenever used in the Procurement Bidding Requirements or Procurement Contract Documents and printed with initial capital letters, the terms listed below will have the meanings indicated, which are applicable to the singular or plural thereof. In addition to terms specifically defined, terms with initial capital letters in the Procurement Contract Documents include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda—Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Requirements or the proposed Procurement Contract Documents. 2. Application for Payment —The document prepared by Seller, in a form acceptable to Buyer, to request progress or final payments, and which is to be accompanied by such supporting documentation as is required by the Procurement Contract Documents. 3. Bid—An offer or proposal of a prospective Seller submitted on the prescribed form setting forth the prices for the Goods and Special Services to be provided. 4. Bidder—An individual or entity that, as a prospective Seller, submits a Bid to Buyer. 5. Buyer—The individual or entity purchasing the Goods and Special Services. 6. Change Directive —A written directive from Buyer to Seller issued on or after the Effective Date of the Procurement Contract, ordering an addition, deletion, or revision in the Goods and Special Services. 7. Change Order —A document which is signed by Seller and Buyer and authorizes an addition, deletion, or revision to the Procurement Contract Documents or an adjustment in the Procurement Contract Price or the Procurement Contract Times, issued on or after the Effective Date of the Procurement Contract. Change Orders may be the result of mutual agreement by Buyer and Seller, or of resolution of a Claim. 8. Claim—A demand or assertion by Buyer or Seller seeking an adjustment of Procurement Contract Price or Procurement Contract Times, or both, or other relief with respect to the terms of the Procurement Contract. A demand for money or services by a third party is not a Claim. 9. Contractor/Assignee—A construction contractor with which Project Owner enters into a construction contract, and to which Project Owner, as initial Buyer, assigns this Procurement Contract. 10. Effective Date of the Procurement Contract—The date indicated in the Procurement Agreement on which the Procurement Contract becomes effective. 11. Electronic Document —Any Project -related correspondence, attachments to correspondence, data, documents, drawings, information, or graphics, including but not limited to Shop Drawings and other Submittals, that are in an electronic or digital format. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 35 12. Electronic Means —Electronic mail (e -mail), upload/download from a secure Project website, or other communications methods that allow: the transmission or communication of Electronic Documents; the documentation of transmissions, including sending and receipt; printing of the transmitted Electronic Document by the recipient; the storage and archiving of the Electronic Document by sender and recipient; and the use by recipient of the Electronic Document for purposes permitted by this Procurement Contract. Electronic Means does not include the use of text messaging, or of Facebook, Twitter, Instagram, or similar social media services for transmission of Electronic Documents. 13. Engineer—The individual or entity designated as such in the Procurement Agreement. 14. Field Order—A written order issued by Engineer which requires minor changes in the Goods or Special Services, but which does not involve a change in the Procurement Contract Price or Procurement Contract Times. 15. Goods—The tangible and movable personal property that is described in the Procurement Contract Documents, regardless of whether the property is to be later attached to realty. 16. Goods and Special Services —The full scope of materials, equipment, other items, and services to be furnished by Seller, including Goods, as defined herein, and Special Services, if any, as defined herein. This term refers to both the Goods and the Special Services, or to either the Goods or the Special Services, and to any portion of the Goods or the Special Services, as the context requires. 17. Laws and Regulations; Laws or Regulations—Any and all applicable laws, statutes, rules, regulations, ordinances, codes, and binding decrees, resolutions, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 18. Milestone—A principal event specified in the Procurement Contract that Seller must attain by the date or within the number of days indicated, including but not limited to the delivery of the Goods and the furnishing of Special Services. 19. Notice of Award—The written notice, by Buyer to a Bidder, of Buyer’s acceptance of the Bid. 20. Point of Destination—The specific address of the location where delivery of the Goods will be made, as stated in the Procurement Agreement. 21. Procurement Agreement—The written instrument, executed by Buyer and Seller, that sets forth the Procurement Contract Price and Procurement Contract Times, identifies the parties and the Engineer, and designates the specific items that are Procurement Contract Documents. 22. Procurement Bidding Documents —The Procurement Bidding Requirements and the proposed Procurement Contract Documents (including all Addenda). 23. Procurement Bidding Requirements —The advertisement or invitation to bid, Instructions to Bidders, Bid security of acceptable form, if any, and Bid Form with any supplements. 24. Procurement Contract—The entire and integrated written agreement between Buyer and Seller concerning the Goods and Special Services. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 35 25. Procurement Contract Documents —Those items so designated in the Procurement Agreement, and which together comprise the Procurement Contract. Shop Drawings and other Seller submittals are not Procurement Contract Documents, even if accepted, reviewed, or approved by Engineer or Buyer. 26. Procurement Contract Price —The money that Buyer has agreed to pay Seller for furnishing the Goods and Special Services in accordance with the Procurement Contract Documents. 27. Procurement Contract Times —The times stated in the Procurement Agreement by which the Goods must be delivered, Special Services must be furnished, and other Milestones must be attained. 28. Procurement Drawings—That part of the Procurement Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Goods and Special Services to be furnished by Seller. Shop Drawings and other Seller submittals are not Procurement Drawings as so defined. 29. Procurement Specifications —That part of the Procurement Contract Documents consisting of written requirements for materials, equipment, systems, standards and workmanship as applied to the furnishing of the Goods and Special Services, and certain administrative requirements and procedural matters applicable thereto. 30. Project—The total undertaking to be accomplished for Project Owner by engineers, contractors, and others, including planning, study, design, construction, testing, commissioning, and start-up, and of which the Goods and Special Services are a part. 31. Project Owner—The entity that has retained (or will retain) engineers, contractors, and others for the planning, study, design, construction, testing, commissioning, and start - up of facilities and improvements. As of the Effective Date of the Procurement Contract, the Project Owner is the Buyer. 32. Samples—Physical examples of materials, equipment, or workmanship that are representative of some portion of the Goods and Special Services and which establish the standards by which such portion of the Goods and Special Services will be judged. 33. Schedule of Submittals —A schedule, prepared and maintained by Seller, of required Submittals and the time requirements for Engineer’s review of the Submittals. 34. Seller—The individual or entity furnishing the Goods and Special Services. 35. Shop Drawings —All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Seller and submitted by Seller to illustrate some portion of the Goods and Special Services. Shop Drawings, whether appr oved or not, are not Procurement Drawings and are not Procurement Contract Documents. 36. Special Services—Services to be performed by Seller (or its agents or subcontractors) in association with the Goods to be furnished by Seller, as required by the Procurement Contract Documents. 37. Submittal—A written or graphic document, prepared by or for Seller, which the Procurement Contract Documents require Seller to submit to Engineer, or that is indicated as a Submittal in the Schedule of Submittals accepted by Engineer. Submittals EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 35 may include Shop Drawings and Samples; schedules; product data; sustainable design information; information on special procedures; testing plans; results of tests and evaluations, source quality -control testing and inspections, and field or site quality - control testing and inspections; warranties and certifications; suppliers’ instructions and reports; records of delivery of spare parts and tools; operations and maintenance data; record documents; and other such documents required by the Procurement Contrac t Documents. Submittals, whether or not approved or accepted by Engineer, are not Procurement Contract Documents. Change proposals, Change Orders, Claims, notices, Applications for Payment, and requests for interpretation or clarification are not Submittals. 38. Successful Bidder—The Bidder whose Bid the Buyer accepts, and to which Buyer makes an award of the Procurement Contract. 39. Supplementary Conditions —The part of the Procurement Contract that amends or supplements these General Conditions. 40. Unit Price Goods and Special Services—Goods and Special Services to be paid for on the basis of unit prices (if any). 1.02 Terminology A. The words and terms discussed in Paragraphs 1.02.B and 1.02.C are not defined, but have the indicated meanings when used in the Bidding Requirements or Procurement Contract Documents. B. Intent of Certain Terms or Adjectives 1. The Procurement Contract Documents include the terms “as allowed,” “as approved,” “as ordered,” “as directed” or terms of like effect or import to authorize an exercise of professional judgment by Engineer. In addition, the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to describe an action or determination of Engineer as to the Goods and Special Services. It is intended that such exercise of professional judgment, action, or determination will be commercially reasonable and will be solely to evaluate, in general, the Goods and Special Services for compliance with the requirements of and information in the Procurement Contract Documents and conformance with the design concept of t he completed Project as a functioning whole, as shown or indicated in the Procurement Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective will not be effective to assign to Engineer any duty or authority to supervise or direct the furnishing of Goods or Special Services or any duty or authority to undertake responsibility contrary to any other provision of the Procurement Contract Documents. 2. The word “non-conforming” when modifying the words “Goods and Special Services,” “Goods,” or “Special Services,” refers to Goods and Special Services that are unsatisfactory, faulty, or deficient in that they: a. do not conform to or comply with the requirements of the Procurement Contract Documents; b. do not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Procurement Contract Documents; or EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 35 c. in the case of Special Services, have not been completed. 3. The word “receipt” when referring to the Goods, means the physical taking and possession by the Buyer under the conditions specified in Paragraph 9.02.B.2. 4. The word “day” means a calendar day of 24 hours measured from midnight to the next midnight. 5. The word "furnish," when used in connection with the Goods and Special Services means to supply and deliver said Goods to the Point of Destination (or some other specified location) and to perform said Special Services fully, all in accordance with the Procurement Contract Documents. C. Procurement Contract Price or Procurement Contract Times : References to a change in “Procurement Contract Price or Procurement Contract Times” or “Procurement Contract Times or Procurement Contract Price” or similar, indicate that such change applies to (1) Procurement Contract Price, (2) Procurement Contract Times, or (3) both Procurement Contract Price and Procurement Contract Times, as warranted, even if the term “or both” is not expressed. D. Unless stated otherwise in the Procurement Contract Documents, words or phrases that have a well -known technical or construction industry or trade meaning are used in the Procurement Contract Documents in accordance with such recognized meaning. ARTICLE 2—PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance A. When Seller delivers the executed counterparts of the Procurement Agreement to Buyer, the Seller also shall deliver to Buyer the performance bond and payment bond (if the Procurement Contract requires Seller to furnish such bonds). B. Evidence of Seller’s Insurance : When Seller delivers the signed counterparts of the Procurement Agreement to Buyer, the Seller also shall deliver to Buyer, with copies to each additional insured (as identified in the Procurement Contract), the certificates, endorsements, and other evidence of insurance required to be provided by Seller in accordance with Article 5. Evidence of insurance to be obtained at a later date, such as insurance relating to transit or storage of the Goods, will be provided to Buyer at the time of such insurance is obtained. C. Evidence of Buyer’s Insurance: After receipt of the signed counterparts of the Procurement Agreement and all required bonds and insurance documentation, Buyer shall promptly deliver to Seller, with copies to each additional insured (as identified in the Procurement Contract), certificates and other evidence of insurance (if any) required to be provided by Buyer. 2.02 Copies of Documents A. Buyer shall furnish to Seller four printed copies of the Procurement Contract (including one fully executed counterpart of the Procurement Agreement), and one copy in electronic portable document format (PDF). Additional printed copies will be furnished upon request at the cost of reproduction. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 35 2.03 Electronic Transmittals A. Except as otherwise stated elsewhere in the Procurement Contract, the Buyer, Seller, and Engineer may send, and shall accept, Electronic Documents transmitted by Electronic Means. B. If the Procurement Contract does not establish protocols for Electronic Means, then Buyer, Seller, and Engineer shall jointly develop such protocols. C. Subject to any governing protocols for Electronic Means, when transmitting Electronic Documents by Electronic Means, the transmitting party makes no representations as to long- term compatibility, usability, or readability of the Electronic Documents result ing from the recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the Electronic Documents. 2.04 Preliminary Schedules A. Within 15 days after the Effective Date of the Procurement Contract, Seller shall submit to Buyer and Engineer for timely review: 1. a progress schedule of activities, consistent with the Procurement Contract Times, including at a minimum, Shop Drawing and Sample submittals, tests, and deliveries as required by the Procurement Contract Documents. a. The progress schedule will be acceptable to Buyer and Engineer if it provides an orderly progression of the Submittals, tests, and deliveries to completion within the specified Milestones of the Procurement Contract Times. b. Such acceptance will not impose on Buyer or Engineer responsibility for the progress schedule, for sequencing, scheduling, or progress of Seller’s performance of its obligations under the Procurement Contract, nor interfere with or relieve Seller from Seller’s full responsibility therefor. c. Such acceptance will not be deemed as an acknowledgment of the reasonableness and attainability of the schedule. 2. a preliminary schedule of Submittals. B. No progress payment will be made to Seller until an acceptable progress schedule and acceptable schedule of Submittals are submitted to Buyer and Engineer (and other conditions applicable to progress payments are met). 2.05 Preliminary Conference A. Within 20 days after the Procurement Contract Times start to run, a conference attended by Seller, Buyer, Engineer and others as appropriate will be held to establish a working understanding among the parties as to the Goods and Special Services and to dis cuss the schedules referred to in Paragraph 2.04.A, procedures for handling Shop Drawings and other Submittals, processing Applications for Payment, and maintaining required records. 2.06 Safety A. Buyer and Seller shall comply with all applicable Laws and Regulations relating to the safety of persons or property, and to the protection of persons or property from damage, injury, or loss. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 7 of 35 B. When Seller's personnel, or the personnel of any subcontractor to Seller, are present at the Point of Destination or any work area or site controlled by Buyer, the Seller shall be responsible for the compliance by such personnel with any applicable require ments of Buyer's safety programs that are made known to Seller. C. If Buyer or its representatives visit the Seller’s manufacturing or storage facilities, for testing, inspection, or other purposes, Seller shall inform Buyer in advance of any safety preparations, standards, or programs with which Buyer and its representatives must comply. ARTICLE 3—PROCUREMENT CONTRACT DOCUMENTS 3.01 Intent A. The Procurement Contract Documents are complementary; what is called for by one is as binding as if called for by all. B. Any labor, documentation, services, materials, or equipment that may reasonably be inferred from the Procurement Contract Documents or from prevailing custom or trade usage as being required to produce or furnish the indicated Goods and Special Services wi ll be provided, whether or not specifically called for, at no additional cost to Buyer. C. Unless otherwise stated in the Procurement Contract Documents, if there is a discrepancy between the electronic or digital versions of the Procurement Contract Documents (including any printed copies derived from such electronic or digital versions) and th e printed record version, the printed record version will govern. D. The Procurement Contract supersedes prior negotiations, representations, and agreements, whether written or oral. E. Engineer will issue clarifications and interpretations of the Procurement Contract Documents, as provided in Paragraph 3.04. F. Any provision or part of the Procurement Contract Documents held to be void or unenforceable under any Law or Regulation will be deemed stricken, and all remaining provisions will continue to be valid and binding upon Buyer and Seller. 3.02 Reference Standards A. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws and Regulations, whether such reference be specific or by implication, means the standard, specification, manual, code, or Laws and Regulations in effect at the time of opening of Bids (or on the Effective Date of the Procurement Agreement if there were no Bids), except as may be otherwise specifically stated in the Procurement Contract Documents. B. No provision of any such standard specification, manual, reference standard, or code, and no instruction of a supplier, will be effective to change the duties or responsibilities of Buyer, Seller, or Engineer from those set forth in the part of the Procurement Contract Documents prepared by or for Engineer. No such provision or instruction will be effective to assign to Buyer or Engineer any duty or authority to supervise or direct the performance of Seller’s obligations, or any duty or authority to underta ke responsibility inconsistent with the provisions of the part of the Procurement Contract Documents prepared by or for Engineer. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 8 of 35 3.03 Reporting and Resolving Discrepancies A. Reporting Discrepancies 1. Seller’s Review of Procurement Contract Documents : If, before or during the performance of Seller’s obligations, Seller discovers any conflict, error, ambiguity, or discrepancy within the Procurement Contract Documents, or between the Procurement Contract Documents and (a) any applicable Law or Regulation, (b) actual field conditions, (c) any standard specification, manual, reference standard, or code, or (d) any instruction of any supplier to Seller, then Seller shall promptly report it to Engineer (or if the Procurement Contract is assigned, then directly to Contractor/Assignee) in writing. Seller shall not proceed with the Goods and Special Services affected thereby until the conflict, error, ambiguity, or discrepancy is resolved, by a clarification or in terpretation by Engineer (or if the Procurement Contract is assigned, then by Contractor/Assignee) or by an amendment or supplement to the Procurement Contract Documents issued pursuant to Article 11. 2. Seller shall not be liable to Buyer or Engineer for failure to report any conflict, error, ambiguity, or discrepancy in the Procurement Contract Documents unless Seller had actual knowledge thereof. B. Resolving Discrepancies: Except as may be otherwise specifically stated in the Procurement Contract Documents, the provisions of the Procurement Contract Documents will take precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions of the Procurement Contract Documents and: 1. the provisions of any standard, specification, manual, code, or instruction (whether or not specifically incorporated by reference in the Procurement Contract Documents); or 2. the provisions of any Laws or Regulations applicable to the furnishing of the Goods and Special Services (unless such an interpretation of the provisions of the Procurement Contract Documents would result in violation of such Law or Regulation). 3.04 Requirements of the Procurement Drawings and Procurement Specifications A. During the performance of Seller’s obligations and until final payment, Seller and Buyer shall submit to the Engineer all matters in question concerning the requirements of the Procurement Drawings and Procurement Specifications (sometimes referred to as r equests for information or interpretation —RFIs), or relating to the acceptability of the Goods and Special Services, as soon as possible after such matters arise. Engineer will be the initial interpreter of the requirements of the Procurement Drawings and Procurement Specifications, and judge of the acceptability of the Goods and Special Services thereunder. 1. After assignment (if any) Seller shall submit such matters directly to Contractor/Assignee for response or administration, and the Procurement Contract provisions in Paragraphs 3.04.B and C will not apply. B. Engineer will issue with reasonable promptness a written clarification, interpretation, or decision on the issue submitted, and if necessary, initiate an amendment or supplement to the Procurement Drawings or Procurement Specifications. Engineer’s written clarification, interpretation, or decision will be consistent with the overall intent of the Procurement Contract Documents, and will be fina l and binding on Seller and Buyer. If either Buyer or Seller believes that a written clarification or interpretatio n justifies an adjustment in the EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 9 of 35 Procurement Contract Price or Procurement Contract Times, either may make a Claim for such adjustment as provided in Article 12. C. If a submitted matter in question concerns terms and conditions of the Procurement Contract Documents that do not involve (1) the performance or acceptability of the Goods and Services, (2) the design (as set forth in the Procurement Drawings, Procurement Specifications, or otherwise), or (3) other engineering or technical matters, then Engineer will promptly give written notice to Buyer and Seller that Engineer is unable to provide a decision or interpretation. 3.05 Reuse of Documents A. Seller and its subcontractors and suppliers shall not: 1. have or acquire any title to or ownership rights in any of the Procurement Drawings, Procurement Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of Engineer or its consultants, including electronic media editions, or reuse any such Procurement Drawings, Procurement Specifications, other documents, or copies thereof, on extensions of the Project or any other project, without written consent of Buyer and Engineer and specific written verification or adaptation by Engineer; or 2. have or acquire any title or ownership rights in any other Procurement Contract Documents, reuse any such Procurement Contract Documents for any purpose without Buyer’s express written consent, or violate any copyrights pertaining to such Procurement Contract Documents. B. The prohibitions of this Paragraph 3.05 will survive final payment, or termination of the Procurement Contract. Nothing herein preclude s Seller from retaining copies of the Procurement Contract Documents for record purposes. ARTICLE 4—COMMENCEMENT AND SCHEDULE 4.01 Commencement of Procurement Contract Times A. The Procurement Contract Times will commence to run on the Effective Date of the Procurement Contract. 4.02 Continuing Performance A. Seller shall adhere to the progress schedule established in accordance with Paragraph 2.04.A., as duly adjusted, and the Goods will be delivered and the Special Services furnished within the Procurement Contract Times. B. Seller shall carry on furnishing of the Goods and Special Services and adhere to the progress schedule during all disputes or disagreements with Buyer. No furnishing of Goods and Special Services will be delayed or postponed pending resolution of any disputes or disagreements, except as expressly permitted herein, or as Buyer and Seller may otherwise agree in writing. 4.03 Adjustments to Progress Schedule A. The progress schedule established in accordance with Paragraph 2.04 may be adjusted from time to time as provided below. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 10 of 35 1. Seller shall submit to Buyer for acceptance (to the extent indicated in Paragraph 2.04) proposed adjustments in the progress schedule that will not result in changing the Procurement Contract Times. Such adjustments will comply with any applicable provisions of the Procurement Specifications. 2. Proposed adjustments in the progress schedule that will change the Procurement Contract Times must be submitted in accordance with the requirements of Article 11. Adjustments in Procurement Contract Times may only be made by a Change Order. 4.04 Delays A. If Buyer, Engineer, or anyone for whom Buyer is responsible, delays, disrupts, or interferes with Seller’s performance or progress, then Seller shall be entitled to an equitable adjustment in Procurement Contract Price or Procurement Contract Times. B. Seller shall not be entitled to an adjustment in Procurement Contract Price or Procurement Contract Times for delay, disruption, or interference caused by or within the control of Seller or anyone for whom Seller is responsible. C. If Seller’s performance or progress is delayed, disrupted, or interfered with by unanticipated causes not the fault of and beyond the control of Buyer, Seller, and those for which they are responsible, then Seller shall be entitled to an equitable adjustment in Procurement Contract Times. Such an adjustment will be Seller’s sole and exclusive remedy for the delays, disruption, and interference described in this paragraph. Causes of delay, disruption, or interference that may give rise to an adjustment in Pr ocurement Contract Times under this paragraph include but are not limited to the following: 1. severe and unavoidable natural catastrophes such as fires, floods, epidemics, and earthquakes; 2. abnormal weather conditions; 3. inspection delays by governmental authorities, and custom delays; 4. international shipping delays; 5. acts or failures to act of third-party entities; and 6. acts of war or terrorism. D. Adjustments of Procurement Contract Times or Procurement Contract Price —General Provisions: Seller’s entitlement to an adjustment of Procurement Contract Times or Procurement Contract Price is limited as follows: 1. Seller’s entitlement to an adjustment of the Procurement Contract Times is conditioned on the delay, disruption, or interference adversely affecting an activity on the critical path to completion of Seller’s obligations, as of the time of the delay, disruption, or interference. 2. Seller shall not be entitled to an adjustment in Procurement Contract Price for any delay, disruption, or interference if such delay is concurrent with a delay, disruption, or interference caused by or within the control of Seller. Such a concurrent delay by Seller does not preclude an adjustment of Procurement Contract Times to which Seller is otherwise entitled. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 11 of 35 3. Adjustments of Procurement Contract Times or Procurement Contract Price are subject to the provisions of Articles 11 and 12. E. Each Seller request seeking a delay -related increase in Procurement Contract Times or Procurement Contract Price must be supplemented by supporting data that sets forth in detail the following: (1) the circumstances that form the basis for the requested adjustment; (2) the date upon which each cause of delay, disruption, or interference began to affect Seller’s progress; (3) the date upon which each cause of delay, disruption, or interference ceased to affect Seller’s progress; (4) the number of days’ increase in Procurement Contract Times claimed as a consequence of each such cause of delay, disruption, or interference; and (5) the impact on Procurement Contract Price. Seller shall also furnish such additional supporting documentation as Buyer or Engineer may require including, where appropriate, a revised progress schedule indicating all the activities affected by the delay, dis ruption, or interference, and an explanation of the effect of the delay, disruption, or interference on the critical path to completion. ARTICLE 5—BONDS AND INSURANCE 5.01 Performance, Payment, and Other Bonds A. Seller shall furnish a performance bond and a payment bond, each in an amount at least equal to the Procurement Contract Price, as security for the faithful performance and payment of Seller’s obligations under the Procurement Contract. These bonds must remain in effect until one year after the date when final payment becomes due or until completion of the correction period specified in Paragraph 9.04, whichever is later, except as provided otherwise by Laws or Regulations, the terms of a prescribed bond form, the Supplementary Conditions, or other provisions of the Procurement Contract. B. Seller shall also furnish such other bonds (if any) as are required by the Supplementary Conditions or other provisions of the Procurement Contract. C. All bonds must be in the form included in the Bidding Documents or otherwise specified by Buyer prior to execution of the Procurement Contract, except as provided otherwise by Laws or Regulations, and must be issued and signed by a surety named in “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Department Circular 570 (as amended and supplemented) by the Bureau of the Fiscal Service, U.S. Department of the Treasury. A bond signed by an agent or attorney -in-fact must be accompanied by a certified copy of that individual’s authority to bind the surety. The evidence of authority must show that it is effective on the date the agent or attorney-in-fact signed the accompanying bond. D. Seller shall obtain the required bonds from surety companies that are duly licensed or authorized, in the state or jurisdiction in which the Project is located, to issue bonds in the required amounts. E. If the surety on a bond furnished by Seller is declared bankrupt or becomes insolvent, or the surety ceases to meet the requirements above, then Seller shall promptly notify Buyer and Engineer and shall, within 20 days after the event giving rise to such n otification, provide another bond and surety, both of which shall comply with the bond and surety requirements of this Procurement Contract. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 12 of 35 F. If Seller has failed to obtain a required bond, Buyer may exercise Buyer’s termination rights under Article 14. G. Upon request to Buyer from any subcontractor, supplier, or other person or entity claiming to have furnished labor, services, materials, or equipment used in the performance of Seller’s obligations, Buyer shall provide a copy of the payment bond to such person or entity. H. Upon request to Seller from any subcontractor, supplier, or other person or entity claiming to have furnished labor, services, materials, or equipment used in the performance of Seller’s obligations, Seller shall provide a copy of the payment bond to such person or entity. 5.02 Insurance A. Seller shall provide insurance of the types and coverages and in the amounts stipulated in the Supplementary Conditions. B. Failure of Buyer to demand certificates of insurance or other evidence of Seller's full compliance with these insurance requirements or failure of Buyer to identify a deficiency in compliance from the evidence provided will not be construed as a waiver of Seller’s obligation to maintain such insurance. C. Upon assignment of this Procurement Contract, Seller shall name the Contractor/Assignee as an additional insured and comply with the written request of Contractor/Assignee to provide evidence of insurance. D. Buyer does not represent that insurance coverage and limits established in this Procurement Contract necessarily will be adequate to protect Seller. E. The insurance and insurance limits required herein will not be deemed as a limitation on Seller’s liability under the indemnities and other rights granted to Buyer in the Procurement Contract. 5.03 Surety or Insurance Companies A. All bonds and insurance required by the Procurement Contract Documents to be purchased and maintained by Buyer or Seller shall be obtained from surety or insurance companies that are duly licensed or authorized in the jurisdiction in which the Project is l ocated to issue bonds or insurance policies for the limits and coverages so required. Such surety and insurance companies must also meet such additional requirements and qualifications as may be provided in the Supplementary Conditions. ARTICLE 6—LICENSES AND FEES 6.01 Intellectual Property and License Fees A. Except to the extent stated elsewhere in the Procurement Contract Documents, Seller is not transferring any patent rights, copyrights, or other intellectual property rights for the Goods delivered. B. To the extent Seller is manufacturing to Buyer’s design, Buyer retains all patent rights, copyrights, and other intellectual property rights in such design. C. If an invention, design, process, product, or device is specified in the Procurement Contract Documents for incorporation in the Goods or for the performance of Special Services, and if, to the actual knowledge of Buyer or Engineer, its use is subject to p atent rights, copyrights, EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 13 of 35 or other intellectual property rights calling for the payment of a license fee or royalty to others, then the existence of such rights and payment obligations will be disclosed to Seller in the Procurement Contract Documents. D. Seller shall pay all license fees and royalties and assume all costs incident to the use or the furnishing of the Goods, unless specified otherwise by the Procurement Contract Documents. 6.02 Seller’s Infringement A. Subject to Paragraph 6.01, to the fullest extent permitted by Laws and Regulations, Seller shall indemnify and hold harmless Buyer, Engineer, and their officers, directors, members, partners, employees, agents, consultants, contractors, and subcontractors, from and against all claims, costs, losses, damages, and judgments (including but not limited to all reasonable fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to any infringement or alleged infringement of any patent, copyright, or other intellectual property right by any of the Goods as delivered or Special Services as performed. B. Buyer will promptly notify Seller in writing of any claim, suit, or threat of suit by a third party for any infringement or alleged infringement of any patent, copyright, or other intellectual property right with respect to the Goods as delivered or Special Services as performed. C. Seller shall promptly defend or settle the claim or suit. Seller shall have control over such claim or suit, bear all expenses, and satisfy any adverse judgment. 1. If Seller fails to defend such suit or claim after written notice by Buyer, Seller will be bound, in any subsequent suit or claim against Seller by Buyer, by any factual determination in the prior suit or claim. 2. If Buyer fails to provide Seller the opportunity to defend such suit or claim, Buyer shall be barred from any remedy against Seller for such suit or claim. D. If a determination is made that Seller has infringed upon the intellectual property rights of another, Seller may, at Seller’s own expense, obtain the necessary licenses for Buyer’s benefit, or replace the Goods and provide related design and construction, consistent with the requirements of the Procurement Contract Documents, to avoid the infringement. 6.03 Buyer’s Infringement A. Subject to Paragraph 6.01, and to the fullest extent permitted by Laws and Regulations, Buyer shall be responsible to Seller for any infringement or alleged infringement of any patent, copyright, or other intellectual property right caused by Seller’s compliance with the Procurement Drawings or Procurement Specifications, and will reimburse Seller for any license fee or royalties paid by Seller to others if such payment resulted from any invention, design, process, product, or device specified to be furnish ed or performed in the Procurement Drawings or Procurement Specifications, but not identified as being subject to payment of such license fee or royalty. B. Seller will promptly notify Buyer in writing of any claim, suit, or threat of suit by a third party for intellectual property infringement arising from Seller’s compliance with the Procurement Drawings or Procurement Specifications. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 14 of 35 C. Buyer shall defend or settle the claim or suit. Buyer shall have control over such claim or suit, bear all expenses, and satisfy any adverse judgment. 1. If Buyer fails to defend such suit or claim after written notice by Seller, Buyer will be bound, in any subsequent suit or claim against Buyer by Seller, by any factual determination in the prior suit or claim. 2. If Seller fails to provide Buyer the opportunity to defend such suit or claim, Seller shall be barred from any remedy against Buyer for such suit or claim. ARTICLE 7—SELLER’S RESPONSIBILITIES 7.01 Performance of Obligations A. Seller shall be solely responsible for the means, methods, techniques, sequences, and procedures necessary to perform its obligations in accordance with the Procurement Contract Documents. B. Seller shall supervise, inspect, and direct the furnishing of the Goods and Special Services competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform its obligations in accordance with the Procurement Contract Documents. C. Seller shall coordinate the provision of Special Services to avoid or limit interference or disruption of other activities at the location where the Special Services are to occur, including but not limited to ongoing facility operations and construction activities. 7.02 Labor, Materials and Equipment A. Seller shall provide competent, qualified and trained personnel in all aspects of its performance of the Procurement Contract. B. All Goods, and all equipment and material incorporated into the Goods, must be as specified, and unless specified otherwise in the Procurement Contract Documents, must be: 1. new, and of good quality; 2. protected, assembled, connected, cleaned, and conditioned in accordance with the original manufacturer’s instructions; and 3. shop-assembled to the greatest extent practicable. 7.03 Laws and Regulations A. Seller shall give all notices required by and shall comply with all Laws and Regulations applicable to the performance of its obligations in accordance with the Procurement Contract Documents. Except where otherwise expressly required by such Laws and Regulations, neither Buyer nor Engineer shall be responsible for monitoring Seller’s compliance with any Laws or Regulations. B. If Seller furnishes Goods and Special Services knowing or having reason to know that such furnishing is contrary to Laws or Regulations, Seller shall bear all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such performance. It will not be Seller’s responsibility to make certain EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 15 of 35 that the Procurement Specifications and Procurement Drawings are in accordance with Laws and Regulations, but this provision will not relieve Seller of Seller’s obligations under Paragraph 3.03. C. Changes in Laws or Regulations not known at the time of opening of Bids (or, on the Effective Date of the Procurement Contract if there were no Bids) that have a direct effect on the cost or time of Seller’s performance will be the subject of an adjustment in Procurement Contract Price or Procurement Contract Times. If Buyer and Seller are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor as provided in Article 12. 7.04 “Or Equals” A. Whenever an item of material or equipment to be incorporated into the Goods is specified or described in the Procurement Contract Documents by using the names of one or more proprietary items or specific suppliers or manufacturers, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, equivalent, or “or equal” item is permitted, other items of material or e quipment or material or equipment of other suppliers or manufacturers may be submitted to Buyer for Engineer’s review. 1. If in Engineer’s sole discretion, such an item of material or equipment proposed by Seller 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. 2. For the purposes of this paragraph, a proposed item of material or equipment may be considered functionally equal to an item so named only if in the exercise of reasonable judgment, Engineer determines that: 1) it is at least equal in quality, durability, appearance, strength, and design characteristics; 2) it will reliably perform at least equally well the function imposed by the design concept of the completed Project as a functioning whole; 3) it has an acceptable record of performance and availability o f responsive service; and (4) Seller certifies that if approved: a) there will be no increase in any cost, including capital, installation or operating costs, to Buyer; and b) the proposed item will conform substantially to the detailed requirements of the item named in the Procurement Contract Documents. B. Engineer’s Evaluation: Engineer will be allowed a reasonable time within which to evaluate each proposal or Submittal made pursuant to Paragraph 7.04.A. Engineer will be the sole judge of whether to accept or reject such a proposal or Submittal. No “or equal” will be ordered, manufactured or utilized until Engineer’s review is complete, which will be evidenced by an approved Shop Drawing. Engineer will advise Buyer and Seller in writing of any negative determination. Notwithstanding Engineer’s approval of a n “or -equal” item, Seller shall remain obligated to comply with the requirements of the Procurement Contract Documents. C. Special Guarantee : Buyer may require Seller to furnish at Seller’s expense a special performance guarantee or other surety with respect to any such proposed “or-equal.” D. Data: Seller shall provide all data in support of any such proposed “or equal” at Seller’s expense. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 16 of 35 7.05 Taxes A. Seller shall pay all taxes and duties arising out of the sale of the Goods and the performance of Special Services. All taxes and duties are included in the Procurement Contract Price, except as noted in the Supplementary Conditions. 7.06 Submittals A. Shop Drawing and Sample Requirements 1. Before submitting a Shop Drawing or Sample, Seller shall: a. review and coordinate the Shop Drawing or Sample with other Shop Drawings and Samples and with the requirements of the Procurement Contract Documents; b. determine and verify: 1) all field measurements, quantities, dimensions, specified performance and design criteria, installation requirements, materials, catalog numbers, and similar information with respect to the Submittal; and 2) the suitability of all materials and equipment offered with respect to the indicated application, fabrication, shipping, handling, storage, assembly, and installation pertaining to the performance of Seller’s obligations. c. confirm that the Submittal is complete with respect to all related data included in the Submittal. 2. Each Shop Drawing or Sample must bear a stamp or specific written certification that Seller has satisfied its obligations under the Procurement Contract Documents with respect to Seller’s review of that Submittal, and that Seller approves the Submittal. 3. With each Shop Drawing or Sample, Seller shall give Engineer specific written notice of any variations that the Submittal may have from the requirements of the Procurement Contract Documents. This notice will be set forth in a written communication separat e from the Submittal; and, in addition, in the case of a Shop Drawing by a specific notation made on the Shop Drawing itself. B. Submittal Procedures for Shop Drawings and Samples : Seller shall label and submit Shop Drawings and Samples to Engineer for review and approval in accordance with the accepted Schedule of Submittals. 1. Shop Drawings a. Seller shall submit the number of copies required in the Procurement Specifications. b. Data shown on the Shop Drawings must be complete with respect to quantities, dimensions, specified performance and design criteria, materials, and similar data to show Engineer the services, materials, and equipment Seller proposes to provide, and to enable Engineer to review the information for the limited purposes required by Paragraph 7.06.C. 2. Samples a. Seller shall submit the number of Samples required in the Procurement Specifications. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 17 of 35 b. Seller shall clearly identify each Sample as to material, supplier, pertinent data such as catalog numbers, the use for which intended and other data as Engineer may require to enable Engineer to review the Submittal for the limited purposes required by Paragraph 7.06.C. 3. Where a Shop Drawing or Sample is required by the Procurement Contract Documents or the Schedule of Submittals, any related work performed by Seller prior to Engineer’s review and approval of the pertinent Submittal will be at the sole expense and responsibility of Seller. C. Engineer’s Review of Shop Drawings and Samples 1. Engineer will provide timely review of Shop Drawings and Samples in accordance with the accepted Schedule of Submittals. Engineer’s review and approval will be only to determine if the items covered by the Submittals will, after installation or incorporation in the Goods, comply with the requirements of the Procurement Contract Documents, and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Procurement Contract Documents. 2. Engineer’s review and approval will not extend to means, methods, techniques, sequences, or procedures of construction, manufacturing, fabrication, installation, or shipping, or to safety precautions or programs incident thereto. 3. Engineer’s review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. 4. Engineer’s review and approval of a Shop Drawing or Sample will not relieve Seller from responsibility for any variation from the requirements of the Procurement Contract Documents unless Seller has complied with the requirements of Paragraph 7.06.A.3 and Engineer has given written approval of each such variation by specific written notation thereof incorporated in or accompanying the Shop Drawing or Sample. Engineer will document any such approved variation from the requirements of the Procure ment Contract Documents in a Field Order or other appropriate Procurement Contract modification. 5. Engineer’s review and approval of a Shop Drawing or Sample will not relieve Seller from responsibility for complying with the requirements of Paragraphs 7.06.A and B. 6. Engineer’s review and approval of a Shop Drawing or Sample, or of a variation from the requirements of the Procurement Contract Documents, will not, under any circumstances, change the Procurement Contract Times or Procurement Contract Price, unless such changes are included in a Change Order. 7. Neither Engineer’s receipt, review, acceptance or approval of a Shop Drawing or Sample will result in such item becoming a Procurement Contract Document. 8. Seller shall furnish Goods that comply with the requirements and commitments set forth in approved Shop Drawings and Samples, subject to the provisions of Paragraph 7.06.C.4. D. Resubmittal Procedures for Shop Drawings and Samples 1. Seller shall make corrections required by Engineer and shall return the required number of corrected copies of Shop Drawings and submit, as required, new Samples for review EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 18 of 35 and approval. Seller shall direct specific attention in writing to revisions other than the corrections called for by Engineer on previous Submittals. 2. Seller shall furnish required Shop Drawing and Sample Submittals with sufficient information and accuracy to obtain required approval of an item with no more than two resubmittals. Engineer will record Engineer’s time for reviewing a third or subsequent resubmittal of a Shop Drawing or Sample, and Seller shall be responsible for Engineer’s charges to Buyer for such time. Buyer may impose a set-off against payments due Seller to secure reimbursement for such charges. 3. If Seller requests a change of a previously approved Shop Drawing or Sample, Seller shall be responsible for Engineer’s charges to Buyer for its review time, and Buyer may impose a set-off against payments due Seller to secure reimbursement for such charges, unless the need for such change is beyond the control of Seller. E. Submittals Other than Shop Drawings and Samples 1. The following provisions apply to all Submittals other than Shop Drawings and Samples: a. Seller shall submit all such Submittals to the Engineer in accordance with the schedule of Submittals and pursuant to the applicable terms of the Procurement Contract Documents. b. Engineer will provide timely review of all such Submittals in accordance with the schedule of Submittals and return such Submittals with a notation of either Accepted or Not Accepted. Any such Submittal that is not returned within the time established in the schedule of Submittals will be deemed accepted. c. Engineer’s review will be only to determine if the Submittal is acceptable under the requirements of the Procurement Contract Documents as to general form and content of the Submittal. d. If any such Submittal is not accepted, Seller shall confer with Engineer regarding the reason for the non-acceptance, and resubmit an acceptable document. 2. Procedures for the submittal and acceptance of the Progress Schedule, the Schedule of Submittals, and the Schedule of Values are set forth in Paragraphs 2.04 and 2.05. 7.07 Indemnification A. To the fullest extent permitted by Laws and Regulations, Seller shall indemnify and hold harmless Buyer, Engineer, Project Owner, and any assignee of Buyer, including Contractor/Assignee, and their officers, directors, members, partners, employees, agents, consultants, contractors, and subcontractors, from and against all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to the performance of Seller's obligations under the Procurement Contract, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Goods themselves), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Seller, or any individual or entity directly or indirectly employed by Seller or anyone for whose acts Seller may be liable. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 19 of 35 B. In any and all claims against Buyer, Engineer, Project Owner, or any assignee of Buyer, including Contractor/Assignee, or their officers, directors, members, partners, employees, agents, consultants, contractors, or subcontractors, by any employee (or the survivor or personal representative of such employee) of Seller, any subcontractor, any supplier, or any individual or entity directly or indirectly employed by any of them to furnish any of the Goods and Special Services, or anyone for whose acts any of them may be liable, the indemnification obligation under Paragraph 7.07.A will not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Seller or any such subcontractor, supplier, or other individual or entity under workers’ compensation acts, disability benefit acts, or other employee benefit acts. 7.08 Concerning Subcontractors and Suppliers A. Seller may retain subcontractors and suppliers for the performance of parts of the furnishing of the Goods and Special Services. The Seller’s retention of a subcontractor or supplier will not relieve Seller’s obligation to Buyer to perform and complete the furnishing the Goods and Special Services in accordance with the Procurement Contract Documents. ARTICLE 8—SHIPPING AND DELIVERY 8.01 Shipping A. Seller shall select the carrier and bear all costs of packaging, transportation, insurance, special handling, and all other costs associated with shipment and delivery. 8.02 Delivery A. Seller shall deliver the Goods free on board (FOB) to the Point of Destination, freight prepaid, in accordance with the Procurement Contract Times set forth in the Procurement Agreement, or other date agreed to by Buyer and Seller. B. At least 10 days before shipment, Seller shall provide written notice to Buyer of the manner of shipment and the anticipated delivery date. The notice must also include any instructions concerning special equipment or services required at the Point of Destination to unload and care for the Goods. Seller shall also require the carrier to give Buyer at least 24 hours’ notice by telephone prior to the anticipated time of delivery. C. Buyer will be responsible and bear all costs for unloading the Goods from carrier. D. Buyer will assure that adequate facilities are available to receive delivery of the Goods at the time established for delivery, or on another date agreed to by Buyer and Seller. E. No partial deliveries will be allowed, unless permitted or required by the Procurement Contract Documents or agreed to in writing by Buyer. F. Provisions governing inspection on delivery are set forth in Paragraph 9.02. 8.03 Risk of Loss A. Risk of loss and insurable interests transfer from Seller to Buyer upon Buyer’s receipt of the Goods. B. Notwithstanding the provisions of Paragraph 8.03.A, if Buyer rejects the Goods as non - conforming, the risk of loss on such Goods will remain with Seller until Seller corrects the non-conformity or Buyer accepts the Goods. If rejected Goods remain at the Point of EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 20 of 35 Destination pending modification and acceptance, then Seller shall be responsible for arranging adequate protection and maintenance of the Goods at Seller's expense. ARTICLE 9—BUYER’S RIGHTS 9.01 Seller’s Warranties and Guarantees A. Seller warrants and guarantees to Buyer that the title to the Goods conveyed will be proper, its transfer rightful, and free from any security interest, lien, or other encumbrance. Seller shall defend, indemnify, and hold Buyer harmless against any liens, claims, or demands contesting or affecting title of the Goods conveyed. B. Seller warrants and guarantees to Buyer that all Goods and Special Services will conform with the Procurement Contract Documents, and with the standards established by any Samples approved by Engineer. Engineer shall be entitled to rely on Seller’s warranty and guarantee. If the Procurement Contract Documents do not otherwise specify the characteristics or the quality of the Goods, the Goods must comply with the requirements of Paragraph 7.02.B. C. Seller’s warranty and guarantee hereunder excludes defects or damage caused by: 1. abuse, improper modification, improper maintenance, or improper operation by persons other than Seller; 2. excessive corrosion or chemical attack, unless corrosive or chemically -damaging conditions were disclosed by Buyer in the Procurement Contract Documents and the Procurement Contract Documents required the Goods to withstand such conditions; 3. use in a manner contrary to Seller's written instructions for installation, operation, and maintenance; or 4. normal wear and tear under normal usage. D. Seller's obligation to furnish the Goods and Special Services in accordance with the Procurement Contract Documents will be absolute. None of the following will constitute an acceptance of Goods and Special Services that are non -conforming, or a release of Seller’s obligation to furnish the Goods and Special Services in accordance with the Procurement Contract Documents: 1. observations by Buyer, Engineer, or Project Owner; 2. recommendation by Engineer or payment by Buyer of any progress or final payment; 3. use of the Goods by Buyer or Project Owner; 4. any acceptance by Buyer, Engineer, or Project Owner, or any failure to do so; 5. the end of the correction period established in Paragraph 9.04; 6. the issuance of a notice of acceptance; 7. any inspection, test or approval by others; or 8. any correction of non -conforming Goods and Special Services by Buyer or Project Owner. E. Buyer shall promptly notify Seller of any breach of Seller’s warranties or guarantees. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 21 of 35 9.02 Inspections and Testing A. General Provisions 1. The Procurement Contract Documents specify required inspections and tests. Buyer shall have the right to perform, or cause to be performed, reasonable inspections and require reasonable tests of the Goods at Seller’s facility, and at the Point of Destination. Seller shall allow Buyer a reasonable time to perform such inspections or tests. 2. Seller shall reimburse Buyer for all expenses, except for travel, lodging, and subsistence expenses of Buyer’s and Engineer's representatives, for inspections and tests specified in the Procurement Contract Documents. If as the result of any such specified testing the Goods are determined to be non-conforming, then Seller shall also bear the travel, lodging, and subsistence expenses of Buyer’s and Engineer's representatives, and all expenses of re-inspection or retesting. 3. Buyer shall bear all expenses of inspections and tests that are not specified in the Procurement Contract Documents (other than any re -inspection or retesting resulting from a determination of non -conformity, as set forth in Paragraph 9.03); provided, however, that if as the result of any such non-specified inspections or testing the Goods are determined to be non -conforming, then Seller shall bear all expenses of such inspections and testing, and of any necessary re-inspection and retesting. 4. Seller shall provide Buyer timely written notice of the readiness of the Goods for all inspections, tests, or approvals which the Procurement Contract Documents specify are to be observed by Buyer prior to shipment. 5. Buyer will give Seller timely notice of all specified tests, inspections, and approvals of the Goods which are to be conducted at the Point of Destination, and a representative of Seller will attend such tests, inspections, and approvals. 6. If, on the basis of inspections or testing, the Goods appear to be conforming, Buyer will give Seller prompt notice thereof. If on the basis of inspections or testing, the Goods appear to be non -conforming, Buyer will give Seller prompt notice thereof and will advise Seller of the remedy Buyer elects under the provisions of Paragraph 9.03. 7. Neither payments made by Buyer to Seller prior to any tests or inspections, nor any tests or inspections, will constitute acceptance of non -conforming Goods, or prejudice Buyer’s rights under the Procurement Contract. B. Visual Inspection on Delivery 1. Buyer will visually inspect the Goods upon delivery solely for purposes of identifying the Goods, general verification of quantities, and observation of apparent condition. Such visual inspection will not be construed as final or as receipt of any Goods an d Special Services that, as a result of subsequent inspections and tests, are determined to be non- conforming. 2. If, on the basis of the visual inspection specified in Paragraph 9.02.B.1, the Goods appear to comply with the requirements of the Procurement Contract Documents as to quantities and condition, then within 10 days of delivery Buyer shall issue to Seller Buyer’s acknowledgment of the receipt of Goods. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 22 of 35 C. Final Inspection 1. After all of the Goods have been incorporated into the Project, tested in accordance with such testing requirements as are specified, and are functioning as required, and Seller has performed and completed all Special Services, Buyer will make a final inspection. 2. If, on the basis of the final inspection, Buyer determines that the Goods and Special Services are conforming, Buyer’s notice thereof will constitute Buyer’s acceptance of the Goods and Special Services, subject to any limitations stated in the notice. 3. If, on the basis of the final inspection, the Goods and Special Services are non - conforming, Buyer will identify the non-conformity in writing. 9.03 Non-Conforming Goods and Special Services A. If, on the basis of inspections and testing prior to delivery, the Goods and Special Services are found to be non -conforming, or if at any time after Buyer has acknowledged receipt of delivery and before the expiration of the correction period described in Paragraph 9.04, Buyer determines that the Goods and Special Services are non-conforming, then Seller shall promptly, without cost to Buyer and in response to written instructions from Buyer, either correct such non-conforming Goods and Special Services, or, if Goods are rejected by Buyer, remove and replace the non -conforming Goods with conforming Goods, including all work required for reinstallation. B. Buyer’s Rejection of Non-Conforming Goods 1. If Buyer elects to reject the Goods in whole or in part, Buyer’s notice to Seller will describe in sufficient detail the non-conforming aspect of the Goods. If Goods have been delivered to Buyer, Seller shall promptly, and within the Procurement Contract T imes, remove and replace the rejected Goods. 2. Seller shall bear all costs, losses and damages attributable to the removal, replacement, reinspection, and retesting of the non-conforming Goods. 3. Upon rejection of the Goods, Buyer retains a security interest in the Goods to the extent of any payments made and expenses incurred in their testing and inspection. C. Buyer’s Rejection of Non-Conforming Special Services 1. If at any time Buyer elects to reject the Special Services in whole or in part, Buyer’s notice to Seller will describe in sufficient detail the non-conforming aspect of the Special Services. 2. Seller shall promptly provide conforming Special Services acceptable to Buyer. 3. If Seller fails to provide conforming Special Services, Buyer may remove the Special Services from the scope of the Procurement Contract, and equitably reduce the Procurement Contract Price. D. Remedying Non-Conforming Goods: If Buyer elects to permit the Seller to modify the Goods to correct the non -conformance, then Seller shall promptly provide a schedule for such modifications and shall make the Goods conforming within a reasonable time. E. Buyer’s Acceptance of Non -Conforming Goods: Instead of requiring correction or removal and replacement of non-conforming Goods discovered either before or after final payment, EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 23 of 35 Buyer may accept the non -conforming Goods. Seller shall bear all reasonable costs, losses, and damages attributable to Buyer’s evaluation of and determination to accept such non - conforming Goods. F. Seller Obligations: Seller shall pay all claims, costs, losses, and damages, including but not limited to all fees and charges for re -inspection, retesting and for any engineers, architects, attorneys and other professionals, and all court or arbitration or other dispute re solution costs arising out of or relating to the non -conforming Goods and Special Services. Seller's obligations will include the costs of the correction or removal and replacement of the non - conforming Goods and the replacement of proper ty of Buyer and others destroyed by the correction or removal and replacement of the non -conforming Goods, and obtaining conforming Special Services from others. G. Buyer's Rejection of Conforming Goods: If Buyer asserts that Goods and Special Services are non-conforming and such Goods and Special Services are determined to be conforming, or if Buyer rejects as non-conforming Goods and Special Services that are later determined to be conforming, then Seller shall be entitled to reimbursement from Buyer of costs incurred by Seller in inspecting, testing, correcting, removing, or replacing the conforming Goods and Special Services, including but not limited to fees and c harges of engineers, architects, attorneys and other professionals, and all court or arbitration or other dispute resolution costs associated with the incorrect assertion of non-conformance or rejection of conforming Goods and Special Services. 9.04 Correction Period A. Seller’s responsibility for correcting all non -conformities in the Goods and Special Services will extend for a period of one year after the acceptance of the Goods and Special Services in accordance with Paragraph 9.02.C.2. B. Where non-conforming Goods and Services (and damage to other work resulting therefrom) have been corrected or removed and replaced under this paragraph, the correction period hereunder with respect to such Goods and Services will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed. C. Seller’s obligations under this paragraph are in addition to all other obligations and warranties. The provisions of this paragraph may not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose. ARTICLE 10—ENGINEER’S STATUS 10.01 Engineer’s Role Defined A. Engineer will be Buyer’s representative until assignment (if any) of the Procurement Contract. B. The duties and responsibilities and the limitations of authority of Engineer prior to assignment, if any, of the Procurement Contract, are set forth in the Procurement Contract Documents. C. Engineer’s responsibilities, if any, after an assignment (if any) of the Procurement Contract, are set forth in the Procurement Agreement. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 24 of 35 10.02 Duties and Responsibilities; Authority; Limitations A. As set forth in Article 3, Engineer will be the initial interpreter of the Procurement Contract Documents and judge of the acceptability of the Goods and Special Services, and will issue clarifications, interpretations, and decisions regarding such issues. B. Acting on behalf of Buyer under the provisions of Article 9, Engineer has the authority to disapprove or reject Goods and Special Services that Engineer believes to be non-conforming. Engineer also has the authority to require special inspection or testing of the Goods or Special Services as provided in Paragraph 9.02, whether or not the Goods are fabricated or installed, or the Special Services are completed. C. Engineer may authorize minor deviations or variations in the Procurement Contract Documents by: 1) written approval of specific variations set forth in Shop Drawings when Seller has duly noted such variations as required in Paragraph 7.06.A.3, or 2) a Field Order. D. As set forth in Article 12, Engineer will review Claims, and render decisions on Claims. E. In rendering any interpretations, clarifications, reviews, decisions, disapprovals, acceptances, rejections, authorizations, and judgments, Engineer will not show partiality to Buyer or Seller. Engineer will not be liable to Buyer, Seller, or others in con nection with any interpretations, clarifications, reviews, decisions, disapprovals, acceptances, rejections, authorizations, or judgments conducted or rendered by Engineer in good faith. F. Engineer will not supervise, direct, control, or have authority over or be responsible for the means, methods, techniques, sequences, or procedures used by Seller to perform its obligations under this Procurement Contract, or the safety precautions and pro grams incident thereto, or for any failure of Seller to comply with Laws and Regulations applicable to the performance of its obligations. Engineer will not be responsible for Seller’s failure to furnish the Goods and Special Services in accordance with th e Procurement Contract Documents. ARTICLE 11—CHANGES 11.01 Amending and Supplementing the Procurement Contract A. The Procurement Contract may be amended or supplemented by a Change Order, a Change Directive, or a Field Order. B. If an amendment or supplement to the Procurement Contract includes a change in the Procurement Contract Price or the Procurement Contract Times, such amendment or supplement must be set forth in a Change Order. C. All changes to the Procurement Contract that involve (1) the conformance or acceptability of the Goods and Special Services, (2) the design (as set forth in the Procurement Drawings, Procurement Specifications, or otherwise), or (3) other engineering or technical matters, must be supported by Engineer’s recommendation. Buyer and Seller may amend other terms and conditions of the Procurement Contract without the recommendation of the Engineer. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 25 of 35 11.02 Change Orders A. Buyer and Seller shall execute appropriate Change Orders covering: 1. Changes in Procurement Contract Price or Procurement Contract Times which are agreed to by the parties, including any undisputed sum or amount of time for Goods and Special Services furnished in accordance with a Change Directive; 2. Changes in Procurement Contract Price resulting from a Buyer set-off, unless Seller has duly contested such set-off; 3. Changes in the Goods and Special Services which are: (a) ordered by Buyer pursuant to Paragraph 11.05, (b) required because of Buyer’s acceptance of non-conforming Goods and Services under Paragraph 9.03 or (c) agreed to by the parties, subject to the need for Engineer’s recommendation if the change in the Goods and Special Services involves the design (as set forth in the Procurement Drawings, Procurement Specifications, or otherwise) or other engineering or technical matters; and 4. Changes that embody the substance of any final and binding results under: Paragraph 11.03.B, resolving the impact of a Change Directive; Article 12, Claims; and similar provisions. B. If Buyer or Seller refuses to execute a Change Order that is required to be executed under the terms of Paragraph 11.02.A, it will be deemed to be of full force and effect, as if fully executed. 11.03 Change Directives A. A Change Directive will not change the Procurement Contract Price or the Procurement Contract Times but is evidence that the parties expect that the modification ordered or documented by a Change Directive will be incorporated in a subsequently issued Chan ge Order, following negotiations by the parties as to the Change Directive’s effect, if any, on the Procurement Contract Price and Procurement Contract Times; or, if negotiations are unsuccessful, by a determination under the terms of the Procurement Contr act Documents governing adjustments, expressly including Paragraph 11.08 regarding change of Procurement Contract Price. B. If Buyer has issued a Change Directive and Buyer or Seller believes that an adjustment in Procurement Contract Times or Procurement Contract Price is necessary, then such party shall submit a Claim seeking such an adjustment no later than 30 days after the completion of the Goods and Services set out in the Change Directive. 11.04 Field Orders A. Engineer may authorize minor changes in the Goods and Services if the changes do not involve an adjustment in the Procurement Contract Price or the Procurement Contract Times and are compatible with the design concept as indicated by the Procurement Contra ct Documents. Such changes will be accomplished by a Field Order and will be binding on Buyer and also on Seller, which shall perform the Goods and Special Services involved promptly. B. If Seller believes that a Field Order justifies an adjustment in the Procurement Contract Price or Procurement Contract Times, then before proceeding with the Goods and Special Services at issue, Seller shall submit a Claim as provided herein. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 26 of 35 11.05 Buyer-Authorized Changes in the Goods and Special Services A. Without invalidating the Procurement Contract and without notice to any surety, Buyer may, at any time or from time to time, order additions, deletions, or revisions in the Goods and Special Services. Changes involving the design (as set forth in the Procu rement Drawings, Procurement Specifications, or otherwise) or other engineering or technical matters will be supported by Engineer’s recommendation. B. Such changes in the Goods and Special Services may be accomplished by a Change Order, if Buyer and Seller have agreed as to the effect, if any, of the changes on Procurement Contract Times or Procurement Contract Price; or by a Change Directive. Upon recei pt of any such document, Seller shall promptly proceed with the Goods and Special Services involved; or, in the case of a deletion in the Goods and Special Services, promptly cease activities with respect to such deletion. Added or revised Goods and Specia l Services must be performed under the applicable conditions of the Procurement Contract Documents. 11.06 Buyer’s Contingency Allowance A. The Buyer’s Contingency Allowance, if any such is set forth in the Procurement Agreement, is for the sole use of Buyer to cover unanticipated costs. B. If Buyer exercises its unilateral right to use all or a portion of the Buyer’s Contingency Allowance, Buyer will issue a written directive that documents the costs to which the allowance is applied, Seller’s entitlement to compensation, and the consequent reduction in such allowance. C. Prior to final payment, the Total Price, as set forth in the Procurement Agreement, will be duly adjusted to account for any unused portion of the Buyer’s Contingency Allowance. D. The Procurement Agreement, Article 5, addresses the impact on Buyer’s Contingency Allowance of an assignment of the Procurement Contract. 11.07 Unauthorized Changes in the Goods and Special Services A. Seller shall not be entitled to an increase in the Procurement Contract Price or an extension of the Procurement Contract Times with respect to any work performed that is not required by the Procurement Contract Documents, as amended, modified, or supplemented. 11.08 Change of Procurement Contract Price A. The Procurement Contract Price may only be changed by a Change Order. Any Claim for an adjustment of Procurement Contract Price must comply with the provisions of Article 12. B. An adjustment in the Procurement Contract Price will be determined as follows: 1. For changes in Unit Price Goods and Special Services, by application of the unit prices to the quantities of the items involved; 2. To the extent the cost of the change is not covered by unit prices , then by a mutually agreed lump sum; or 3. To the extent the cost of the change is not covered by unit prices and the parties do not reach mutual agreement to a lump sum, then on the basis of documented costs plus a Seller’s fee for overhead and profit of 15%. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 27 of 35 11.09 Change of Procurement Contract Times A. The Procurement Contract Times may only be changed by a Change Order. Any Claim for an adjustment in the Procurement Contract Times must comply with the provisions of Article 12. 11.10 Notification to Surety A. If the provisions of any bond require notice to be given to a surety of any change affecting the general scope of the Goods and Special Services or the provisions of the Procurement Contract (including, but not limited to, Procurement Contract Price or Procurement Contract Times), the giving of any such notice will be Seller’s responsibility. The amount of each applicable bond will be adjusted to reflect the effect of any such change. ARTICLE 12—CLAIMS, DISPUTES, AND DISPUTE RESOLUTION 12.01 Claims A. The parties agree to endeavor to avoid or resolve Claims through direct, good faith discussions and negotiations whenever practicable. Such discussions and negotiations should at the outset address whether the parties mutually agree to suspend the Claims p rocess, including the time periods established in this Paragraph 12.01; if so, a written record of such mutual agreement should be made and jointly executed. B. Claimant shall deliver to Engineer and the other party to the Procurement Contract written notice of each Claim within 15 days after the occurrence of the event giving rise to the Claim. C. Claimant shall deliver written supporting data to Engineer and the other party within 45 days after such occurrence unless Engineer allows an additional period of time. D. Engineer will review each such Claim and render a decision in writing within 30 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. E. If Engineer does not render a formal written decision on a Claim within the time stated in Paragraph 12.01.D., Engineer shall be deemed to have issued a decision denying the Claim in its entirety 31 days after receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. F. The rendering of a decision by Engineer pursuant to this Paragraph 12.01 with respect to any such Claim, dispute, or other matter (except any which have been waived by the making or acceptance of final payment) will be a condition precedent to any exercise by Buyer or Seller of such rights or remedies as either may otherw ise have under the Procurement Contract Documents or by Laws or Regulations in respect of any such Claim, dispute, or other matter. If the exercise of such rights or remedies will imminentl y be time-barred, a party may take actions necessary to preserve such rights and remedies notwithstanding the lack of the condition precedent referred to in this paragraph. G. If a submitted matter in question concerns terms and conditions of the Procurement Contract Documents that do not involve (1) the performance or acceptability of Goods and Special Services under the Procurement Contract Documents, (2) the design (as set forth in the Procurement Drawings, Procurement Specifications, Addenda, or otherwise), or (3) other engineering or technical matters, then Engineer will promptly give written notice to Buyer and Seller that Engineer is unable to provide a decision or interpretation. If Buyer and Seller EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 28 of 35 are unable to agree on resolution of such a matter in question, either party may pursue resolution as provided in Paragraph 12.02. H. Engineer’s written decision on such Claim or a decision denying the Claim in its entirety that is deemed to have been issued pursuant to Paragraph 12.01, will be final and binding upon Buyer and Seller 30 days after it is issued unless within 30 days of issuance Buyer or Seller appeals Engineer’s decision by initiating the mediation of such Claim in accordance with the dispute resolution procedures set forth in Paragraph 12.02. I. If Article 12 has been amended to delete the mediation requirement, then Buyer or Seller may appeal Engineer's decision within 30 days of issuance by following the alternative dispute resolution process set forth in Article 12, as amended; or if no such alternative dispute resolution process has been set forth, Buyer or Seller may appeal Engineer's decision by 1) delivering to the other party within 30 days of the date of such decision a written notice of intent to submit the Claim to a court of competent jurisdiction, and 2) within 60 days after the date of such decision instituting a formal proceeding in a court of competent jurisdiction. J. No Claim for an adjustment in Procurement Contract Price or Procurement Contract Times will be valid if not submitted in accordance with Article 12. K. The effect on Claims of an assignment of the Procurement Contract by Buyer to a Contractor/Assignee is addressed in the Procurement Agreement, Article 5. 12.02 Dispute Resolution Method A. Either Buyer or Seller may initiate the mediation of (1) any Claim decided in writing by Engineer under Paragraph 12.01 before such decision becomes final and binding, or (2) any other dispute between the parties, including but not limited to any dispute arising after final inspection of the Goods and Services. The mediation will be governed by the Construction Industry Mediation Rules of the American Arbitration Association in effect as of the Effective Date of the Procurement Contract. The request for mediation must be submitted in writing to the American Arbitration Association and the other party to the Procurement Contract. Timely submission of the request will stay Engineer's decision from becoming final and binding. B. Mediation is a condition precedent to seeking final dispute resolution under Paragraph 12.01.C. Buyer and Seller shall participate in the mediation process in good faith. The process must be concluded within 60 days of filing of the request. The date of termination of the mediation will be determined by application of the mediation rules referenced above. C. If the mediation process does not result in resolution of the dispute, then Engineer’s written Claim decision under Paragraph 12.01.D or a Claim denial pursuant to Paragraph 12.01.E becomes final and binding, or if applicable such other dispute is deemed resolved in favor of respondent, unless, within 30 days after termination of the mediation, Buyer or Seller: 1. elects in writing to invoke any final dispute resolution process provided for in the Supplementary Conditions, or 2. agrees with the other party to submit the Claim or dispute to another final dispute resolution process, or 3. if no final dispute resolution process has been provided for in the Supplementary Conditions, delivers to the other party written notice of the intent to submit the Claim EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 29 of 35 or dispute to a court of competent jurisdiction, and within 60 days of the termination of the mediation institutes such formal proceeding. ARTICLE 13—PAYMENT 13.01 Applications for Progress Payments A. Seller shall submit to Buyer for Engineer’s review Applications for Payment filled out and signed by Seller and accompanied by such supporting documentation as is required by the Procurement Contract Documents and also as Buyer or Engineer may reasonably require. B. The timing and amounts of progress payments will be as stipulated in the Procurement Agreement. C. Any Application for Payment that is based in whole or in part on the delivery of Goods must be accompanied by a bill of sale, invoice, or other documentation reasonably satisfactory to Buyer warranting that Buyer has rightfully received good title to the G oods from Seller and that, upon payment, the Goods will be free and clear of all liens. Such documentation will include releases and waivers from all parties with viable lien rights. D. Buyer shall notify Seller promptly of any deficiency in the required documentation. 13.02 Review of Applications for Progress Payments A. Review of Applications 1. Engineer will, within 10 days after receipt of each Application for Payment, including each resubmittal, either indicate in writing a recommendation of payment and present the Application to Buyer, or return the Application to Seller indicating in writing Engineer’s reasons for refusing to recommend payment. 2. Engineer’s recommendation of any payment requested in an Application for Payment will constitute a representation by Engineer to Buyer, based on Engineer’s observations of Seller’s progress, as an experienced and qualified design professional, and on Engineer’s review of the Application for Payment and the accompanying data and schedules, that to the best of Engineer’s knowledge, information and belief: a. the Goods and Special Services or other obligations of Seller have progressed to the point indicated; b. the quality of the Goods and Special Services or other obligations of Seller are generally in accordance with the Procurement Contract Documents; and c. the conditions precedent to Seller being entitled to such payment appear to have been fulfilled in so far as it is Engineer’s responsibility to observe the Seller’s progress. 3. By recommending any such payment Engineer will not thereby be deemed to have represented that: a. inspections made to check the quality or the quantity of the Goods and Special Services or other obligations of Seller have been exhaustive, extended to every aspect of the Goods and Special Services or other obligations of Seller in progress, or involved detailed inspections of the Goods and Special Services or other EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 30 of 35 obligations of Seller beyond the responsibilities specifically assigned to Engineer in the Procurement Contract; or b. there may not be other matters or issues between the parties that might entitle Seller to be paid additionally by Buyer, or entitle Buyer to withhold payment to Seller. 4. Neither Engineer’s review of Seller’s progress for the purposes of recommending payments nor Engineer’s recommendation of any payment, including final payment, will impose responsibility on Engineer: a. to supervise, direct, or control the Seller’s performance or furnishing of Goods and Special Services or other obligations of Seller; or b. for the means, methods, techniques, sequences, or procedures of construction, manufacturing, fabrication, installation, or shipping, or the safety precautions and programs incident thereto; or c. for Seller’s failure to comply with Laws and Regulations applicable to Seller’s performance under the Procurement Contract; or d. to make any examination to ascertain how or for what purposes Seller has used the money paid for the Procurement Contract Price; or e. to determine that title to any of the Goods or component parts have passed to Buyer free and clear of any Liens. 5. Engineer may refuse to recommend the whole or any part of any payment if, in Engineer’s opinion, it would be incorrect to make the representations to Buyer stated in Paragraph 13.02.A.2. 6. Engineer will recommend reductions in payment (set -offs) necessary in Engineer’s opinion to protect Buyer from loss because: a. the Goods and Services are non-conforming, requiring correction or replacement; b. the Procurement Contract Price has been reduced by Change Orders; c. Buyer has been required to correct non-conforming Goods and Special Services in accordance with Paragraph 9.03.C, or has accepted non -conforming Goods and Special Services pursuant to Paragraph 9.03.E; or d. Engineer has actual knowledge of the occurrence of any of the events that would constitute a default by Seller and therefore justify termination for cause under the Procurement Contract Documents. 13.03 Basis and Amount of Progress Payments A. The basis and amounts of the progress payments will be as provided in the Procurement Agreement, subject to the provisions of this Article 13 regarding reductions in payment. 13.04 Suspension of or Reduction in Payment A. Buyer may temporarily cease making progress payments, or reduce the amount of a progress payment, even though recommended for payment by Engineer, under the following circumstances: EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 31 of 35 1. Buyer has reasonable grounds to conclude that Seller will not furnish the Goods or the Special Services in accordance with the Procurement Contract Documents, and 2. Buyer has requested in writing assurances from Seller that the Goods and Special Services will be delivered or furnished in accordance with the Procurement Contract Documents, and Seller has failed to provide adequate assurances within ten days of Buyer’s written request. 3. In addition to any reductions in payment (set-offs) recommended by Engineer, Buyer is entitled to impose a set-off against payment based on any of the following: a. claims have been made against Buyer based on Seller’s conduct in the performance or furnishing of the Goods and Special Services, or has incurred costs, losses, or damages resulting from Seller’s conduct in the performance or furnishing of the Goods and Sp ecial Services, including but not limited to claims, costs, losses, or damages from workplace injuries, adjacent property damage, non-compliance with Laws and Regulations, and patent infringement; b. Seller has failed to take reasonable and customary measures to avoid damage, delay, disruption, and interference with other work at or adjacent to the Point of Destination or the worksite; c. Seller has failed to provide and maintain required bonds or insurance; d. Buyer has incurred extra charges or engineering costs related to Submittal reviews, evaluations of proposed substitutes, tests and inspections, or return visits to manufacturing or assembly facilities; e. the Goods and Special Services are non -conforming, requiring correction or replacement; f. Buyer has been required to correct non-conforming Goods and Special Services, in accordance with Paragraph 9.03.C, or has accepted non -conforming Goods and Special Services pursuant to Paragraph 9.03.E; g. the Procurement Contract Price has been reduced by Change Orders; h. an event that would constitute a default by Seller and therefore justify a termination for cause has occurred; i. liquidated or other damages have accrued as a result of Seller’s failure to achieve Milestones, Substantial Completion, or final completion of the Goods and Special Services; or j. liens have been filed in connection with the Procurement Contract, except where Seller has delivered a specific bond satisfactory to Buyer to secure the satisfaction and discharge of such liens. B. If Buyer refuses to make payment of the full amount recommended by Engineer, Buyer will provide Seller and Engineer immediate written notice stating the reason for such action and promptly pay Seller any amount remaining after deduction of the amount withh eld. Buyer shall promptly pay Seller the amount withheld when Seller corrects the reason for such action to Buyer’s satisfaction. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 32 of 35 13.05 Final Payment A. After Seller has corrected all non -conformities to the reasonable satisfaction of Buyer and Engineer and furnished all Special Services, Seller may submit its final Application for Payment following the procedures for progress payments. B. The final Application for Payment will be accompanied by all documentation called for in the Procurement Contract Documents (including but not limited to all final operations and maintenance manuals, and any special warranties), a list of all unsettled Cla ims, and the written consent of surety to the making of final payment. C. If, on the basis of final inspection and the review of the final Application for Payment and accompanying documentation, Engineer is reasonably satisfied that Seller has furnished the Goods and Special Services in accordance with the Procurement Contract D ocuments, and that Seller has fulfilled all other obligations under the Procurement Contract Documents, then Engineer will, within 10 days after receipt of the final Application for Payment, indicate in writing Engineer’s recommendation of final payment su bject to the provisions of Paragraph 13.02, and present the final Application for Payment to Buyer. Such recommendation will account for any set -offs against payment that are necessary in Engineer’s opinion to protect Buyer from loss for the reasons stated in Paragraph 13.02. D. If Engineer does not recommend final payment, Engineer will return the final Application for Payment to Seller, indicating the reasons for refusing to recommend final payment, in which case Seller shall make the necessary corrections and resubmit the final Application for Payment. E. In support of its recommendation of final payment Engineer will also give written notice to Buyer and Seller that the Goods and Special Services are acceptable, subject to stated limitations in the notice and to the provisions of Paragraph 13.06. F. If the final Application for Payment and accompanying documentation are appropriate as to form and substance, Buyer shall, within 30 days after receipt thereof, pay Seller the amount recommended by Engineer, less any sum Buyer is entitled to set off against Engineer's recommendation, pursuant to the provisions of Paragraph 13.04. G. Buyer will not make final payment, or return or release included retainage (if any) at any time, unless Seller submits written consent of the surety to such payment, return, or release. 13.06 Waiver of Claims A. By making final payment, Buyer waives its claim or right to liquidated damages or other damages for late completion by Seller, except as set forth in an outstanding Claim, appeal, set-off, or express reservation of rights by Buyer. Buyer reserves all other claims or rights after final payment. B. The acceptance of final payment by Seller will constitute a waiver by Seller of all claims and rights against Buyer other than those pending matters that have been duly submitted or appealed under the provisions of Article 12. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 33 of 35 ARTICLE 14—CANCELLATION, SUSPENSION, AND TERMINATION 14.01 Cancellation A. Buyer has the right to cancel the Procurement Contract, without cause, at any time prior to delivery of the Goods by written notice. Cancellation pursuant to the terms of this paragraph will not constitute a breach of contract by Buyer. Upon cancellation: 1. Buyer shall pay Seller for the direct costs incurred in producing any Goods that Seller has specially manufactured for the Project, plus a fair and reasonable amount for overhead and profit. 2. For Goods that are not specially manufactured for the Project, Seller shall be entitled to a restocking charge of 10 percent of the unpaid Procurement Contract Price of such Goods. 14.02 Suspension of Performance by Buyer A. Buyer has the right to suspend performance of the Procurement Contract for up to 90 days, without cause, by written notice. Upon suspension under this paragraph, Seller shall be entitled to an increase in the Procurement Contract Times and Procurement Contract Price caused by the suspension, provided that performance would not have been s uspended or delayed for causes attributable to Seller. 14.03 Suspension of Performance by Seller A. Seller may suspend the furnishing of the Goods and Special Services only under the following circumstance: 1. Seller has reasonable grounds to conclude that Buyer will not perform its future payment obligations under the Procurement Contract; and 2. Seller has requested in writing assurances from Buyer that future payments will be made in accordance with the Procurement Contract, and Buyer has failed to provide such assurances within ten days of Seller’s written request. 14.04 Breach and Termination A. Buyer’s Breach 1. Seller shall have the right to terminate the Procurement Contract for cause by declaring a breach if Buyer fails to comply with any material provision of the Procurement Contract. Upon termination, Seller shall be entitled to all remedies provided by Laws and Regulations. 2. If Seller believes Buyer is in breach of its obligations under the Procurement Contract, Seller shall provide Buyer with reasonably prompt written notice setting forth in sufficient detail the reasons for declaring that it believes a breach has occurred. Buye r shall have 7 days from receipt of the written notice declaring the breach (or such longer period of time as Seller may grant in writing) within which to cure or to proceed diligently to cure such alleged breach. B. Seller’s Breach 1. Buyer may terminate Seller’s right to perform the Procurement Contract for cause by declaring a breach should Seller fail to comply with any material provision of the EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 34 of 35 Procurement Contract Documents. Upon termination, Buyer shall be entitled to all remedies provided by Laws and Regulations. 2. In the event Buyer believes Seller is in breach of its obligations under the Procurement Contract, Buyer shall provide Seller with reasonably prompt written notice setting forth in sufficient detail the reasons for declaring that it believes a breach has occurred. Seller shall have 7 days from receipt of the written notice declaring the breach (or such longer period of time as Buyer may grant in writing) within which to cure or to proceed diligently to cure such alleged breach. 3. If and to the extent that Seller has provided a performance bond under the provisions of Paragraph 5.01, the notice and cure procedures of that bond, if any, will supersede the notice and cure procedures of Paragraph 14.04.B.2. ARTICLE 15—MISCELLANEOUS 15.01 Giving Notice A. Whenever any provision of the Procurement Contract requires the giving of written notice to Buyer, Seller, or Engineer, it will be deemed to have been validly given if delivered: 1. in person, by a commercial courier service or otherwise, to the recipient’s place of business; 2. by registered or certified mail, postage prepaid, to the recipient’s place of business; or 3. by e -mail to the recipient, with the words “Formal Notice” or similar in the e -mail’s subject line. 15.02 Controlling Law A. This Procurement Contract is to be governed by the law of the state in which the Goods are to be installed. B. In the case of any conflict between the express terms of this Procurement Contract and the Uniform Commercial Code, as adopted in the state whose law governs, it is the intent of the parties that the express terms of this Procurement Contract will apply. 15.03 Computation of Time A. When any period of time is referred to in the Procurement Contract by number of days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 15.04 Cumulative Remedies A. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Procurement Contract, and the provisions of this paragraph will be as effective as if repeated specifically in the Procurement Contract in connection with each particular duty, obligation, right, and remedy to which they apply. EJCDC® P-700, Standard General Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 35 of 35 15.05 Survival of Obligations A. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Procurement Contract, as well as all continuing obligations indicated in the Procurement Contract, will survive final payment, completio n, and acceptance of the Goods and Special Services or termination or completion of the Procurement Contract or of the services of Seller. 15.06 Entire Agreement A. Buyer and Seller agree that this Procurement Contract is the complete and final agreement between them, and supersedes all prior negotiations, representations, or agreements, either written or oral. This Procurement Contract may not be altered, modified, or amended except in writing signed by an authorized representative of both parties. 15.07 No Waiver A. A party’s non-enforcement of any provision will not constitute a waiver of that provision, nor will it affect the enforceability of that provision or of the remainder of this Procurement Contract. 15.08 Headings A. Article and paragraph headings are inserted for convenience only and do not constitute parts of these General Conditions. 15.09 Successors and Assigns A. Buyer and Seller each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in t he Procurement Contract. EJCDC® P-800, Supplementary Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. TOC Page 1 of 1 DOCUMENT 00 73 03 SUPPLEMENTARY CONDITIONS OF THE PROCUREMENT CONTRACT TABLE OF CONTENTS Page Article 1— Definitions and Terminology ....................................................................................................... 1 Article 2— Preliminary Matters .................................................................................................................... 1 Article 3— Procurement Contract Documents ............................................................................................. 1 Article 4— Commencement and Progress of Work ...................................................................................... 1 Article 5— Bonds and Insurance ................................................................................................................... 2 Article 6— Licenses and Fees ........................................................................................................................ 4 Article 7— Seller’s Responsibilities ............................................................................................................... 4 Article 8— Shipping and Delivery ................................................................................................................. 4 Article 9— Buyer’s Rights .............................................................................................................................. 4 Article 10— Engineer’s Status ....................................................................................................................... 4 Article 11— Changes ..................................................................................................................................... 4 Article 12— Claims, Disputes, and Dispute Resolution ................................................................................ 5 Article 13— Payment .................................................................................................................................... 6 Article 14— Cancellation, Suspension, and Termination ............................................................................. 6 Article 15— Miscellaneous ........................................................................................................................... 6 EJCDC® P-800, Supplementary Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 1 of 6 SUPPLEMENTARY CONDITIONS OF THE PROCUREMENT CONTRACT These Supplementary Conditions amend or supplement EJCDC® P-700, Standard General Conditions of the Procurement Contract (2019). The General Conditions remain in full force and effect except as amended. The terms used in these Supplementary Conditions have the meanings stated in the General Conditions. Additional terms used in these Supplementary Conditions have the meanings stated below, which are applicable to both the singular and plural thereof. The address system used in these Supplementary Conditions is the same as the address system used in the General Conditions, with the prefix "SC" added—for example, “Paragraph SC-4.05.” ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms No supplementary conditions in this article. 1.02 Terminology No supplementary conditions in this article. ARTICLE 2—PRELIMINARY MATTERS 2.01 Delivery of Bonds and Evidence of Insurance No supplementary conditions in this article. 2.02 Copies of Documents SC-2.02 Amend the first sentence of Paragraph 2.02.A. to read as follows: Buyer shall furnish to Seller one copy in electronic portable document format (PDF). 2.03 Electronic Transmittals No supplementary conditions in this article. 2.04 Preliminary Schedules No supplementary conditions in this article. ARTICLE 3—PROCUREMENT CONTRACT DOCUMENTS 3.01 Intent No supplementary conditions in this article. 3.02 Reference Standards No supplementary conditions in this article. ARTICLE 4—COMMENCEMENT AND PROGRESS OF WORK No Supplementary Conditions in this Article. EJCDC® P-800, Supplementary Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 2 of 6 ARTICLE 5—BONDS AND INSURANCE 5.01 Performance, Payment, and Other Bonds SC-5.01 Delete Paragraph 5.01.A and replace with the following: A. Payment/Performance bonds are not required. 5.02 Insurance SC-5.02 Add the following new paragraphs immediately after Paragraph 5.02.E: F. Seller shall purchase and maintain such liability and other insurance as is appropriate for the furnishing of Goods and Special Services and as will provide protection from claims set forth below which may arise out of or result from Seller’s furnishing of the Goods or Special Services and Seller’s other obligations under the Procurement Contract Documents, whether the furnishing of Goods and Special Services or other obligations are to be performed by Seller, any subcontractor or supplier, or by anyone directly or indirectly employed by any of them to furnish the Goods and Special Services, or by anyone for whose acts any of them may be liable: 1. claims under workers’ compensation, disability benefits, and other similar employee benefit acts; 2. claims for damages because of bodily injury, occupational sickness or disease, or death of Seller’s employees; 3. claims for damages because of bodily injury, sickness or disease, or death of any person other than Seller’s employees; 4. claims for damages insured by reasonably available personal injury liability coverage which are sustained: ( a) by any person as a result of an offense directly or indirectly related to the employment of such person by Seller, or (b) by any other person for any other reason; 5. claims for damages, other than to the Goods, because of injury to or destruction of tangible property wherever located, including loss of use resulting therefrom; and 6. claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. G. The policies of insurance so required by this Paragraph 5.02 to be purchased and maintained must: 1. with respect to insurance required by Paragraphs SC-5.02.F.3 through SC-5.02.F.6 inclusive, include as additional insureds (subject to any customary exclusion in respect of professional liability) Buyer, Engineer, their consultants, and all of whom must be listed as additional insureds, and include coverage for the respective officers, directors, partners, employees, agents, and other consultants and subcontractors of each and any of all such additional insureds, and the insurance afforded to these addit ional insureds must provide primary coverage for all claims covered thereby; 2. include at least the specific coverages and be written for not less than the limits of liability provided below or required by Laws or Regulations, whichever is greater; 3. include completed operations insurance; EJCDC® P-800, Supplementary Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 3 of 6 4. include contractual liability insurance covering Seller’s indemnity obligations under Paragraph 7.07; 5. contain a provision or endorsement that the coverage afforded will not be canceled, or renewal refused, until at least 10 days prior written notice has been given to the purchasing policyholder. Within three days of receipt of any such written notice, the purchasing policyholder will provide a copy of the notice to the other party, each other insured, and Engineer; 6. remain in effect at least until final payment and at all times thereafter when Seller may be correcting, removing, or replacing non -conforming Goods in accordance with Paragraph 9.03 and 9.04; and 7. with respect to completed operations insurance, and any insurance coverage written on a claims-made basis, remain in effect for at least two years after final payment (and Seller shall furnish Buyer and each other additional insured identified in these Supplementary Conditions, to whom a certificate of insurance has been issued, evidence satisfactory to Buyer and any such additional insured of continuation of such insurance at final payment and one year thereafter). H. The limits of liability for the insurance required by Paragraph SC-5.02.F must provide coverage for not less than the following amounts or greater where required by Laws and Regulations: 1. Workers’ Compensation, and related coverages under Paragraphs SC-5.02.F.1 and F.2: Workers’ Compensation and Related Policies Policy limits of not less than Workers’ Compensation State Statutory Applicable Federal (e.g., Longshoreman’s) Statutory Foreign voluntary workers’ compensation (employer’s responsibility coverage), if applicable Statutory Employer’s Liability Each accident $1,000,000 Each employee $1,000,000 Policy limit $1,000,000 2. Seller’s General Liability under Paragraphs SC-5.02.F.3 through F.6 which must include completed operations and product liability coverages and eliminate the exclusion with respect to property under the care, custody and control of Seller: Commercial General Liability Policy limits of not less than General Aggregate $1,000,000 Products—Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Bodily Injury and Property Damage—Each Occurrence $1,000,000 EJCDC® P-800, Supplementary Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 4 of 6 3. Automobile Liability under Paragraph SC-5.02.F.6: Automobile Liability Policy limits of not less than Combined Single Limit Combined Single Limit (Bodily Injury and Property Damage) $1,000,000 4. Professional Liability (if the Special Services include professional services): Seller’s Professional Liability Policy limits of not less than Each Claim $1,000,000 Annual Aggregate $1,000,000 I. Seller shall deliver to Buyer, with copies to each additional insured identified in these Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by Buyer or any other additional insured) which Seller is required to purchase and maintain. ARTICLE 6—LICENSES AND FEES No Supplementary Conditions in this Article. ARTICLE 7—SELLER’S RESPONSIBILITIES No Supplementary Conditions in this Article. ARTICLE 8—SHIPPING AND DELIVERY No Supplementary Conditions in this Article. ARTICLE 9—BUYER’S RIGHTS No Supplementary Conditions in this Article. ARTICLE 10—ENGINEER’S STATUS No Supplementary Conditions in this Article. ARTICLE 11—CHANGES No Supplementary Conditions in this Article. EJCDC® P-800, Supplementary Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 5 of 6 ARTICLE 12—CLAIMS, DISPUTES, AND DISPUTE RESOLUTION 12.03 Arbitration SC-12.03 Add the following new paragraph immediately after Paragraph 12.02: 12.03 Arbitration A. All matters subject to final resolution under this Article will be settled by arbitration administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules (subject to the conditions and limitations of this Paragraph SC-12.03). This agreement to arbitrate will be specifically enforceable under the prevailing law of any court having jurisdiction. B. The demand for arbitration will be filed in writing with the other party to the Procurement Contract and with the selected arbitration administrator, and a copy will be sent to Engineer for information. The demand for arbitration will be made within the specific time required in Article 12, or if no specified time is applicable within a reasonable time after the matter in question has arisen, and in no event will any such demand be made after the date when institution of legal or equitable proceedings based on such matter in question would be barred by the applicable statute of limitations. C. The arbitrator(s) must be licensed engineers, contractors, attorneys, or construction managers. Hearings will take place pursuant to the standard procedures of the Construction Arbitration Rules that contemplate in-person hearings. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute or the Procurement Contract. Any award in an arbitration initiated under this clause will be limited to monetary d amages and include no injunction or direction to any party other than the direction to pay a monetary amount. D. The arbitrators will have the authority to allocate the costs of the arbitration process among the parties, but will only have the authority to allocate attorneys' fees if a specific Law or Regulation or this Procurement Contract permits them to do so. E. The award of the arbitrators must be accompanied by a reasoned written opinion and a concise breakdown of the award. The written opinion will cite the Procurement Contract provisions deemed applicable and relied on in making the award. F. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges will constitute a waiver by that party of the right to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver will not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above. G. No arbitration arising out of or relating to the Procurement Contract will include by consolidation, joinder, or in any other manner any other individual or entity (including Engineer, and Engineer’s consultants and the officers, directors, partners, agents, employees or consultants of any of them) who is not a party to this Procurement Contract unless: 1. the inclusion of such other individual or entity will allow complete relief to be afforded among those who are already parties to the arbitration; EJCDC® P-800, Supplementary Conditions of the Procurement Contract. Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, and American Society of Civil Engineers. All rights reserved. Page 6 of 6 2. such other individual or entity is substantially involved in a question of law or fact which is common to those who are already parties to the arbitration, and which will arise in such proceedings; 3. such other individual or entity is subject to arbitration under a contract with either Buyer or Seller, or consents to being joined in the arbitration; and 4. the consolidation or joinder is in compliance with the arbitration administrator’s procedural rules. H. The award will be final. Judgment may be entered upon it in any court having jurisdiction thereof, and it will not be subject to modification or appeal, subject to provisions of the Laws and Regulations relating to vacating or modifying an arbitral award. I. Except as may be required by Laws or Regulations, neither party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties, with the exception of any disclosure required by Laws and Regulations or the Procurement Contract. To the extent any disclosure is allowed pursuant to the exception, the disclosure must be strictly and narrowly limited to maintain confidentiality to the extent possible. ARTICLE 13—PAYMENT No Supplementary Conditions in this Article. ARTICLE 14—CANCELLATION, SUSPENSION, AND TERMINATION No Supplementary Conditions in this Article. ARTICLE 15—MISCELLANEOUS No Supplementary Conditions in this Article. SPECIFICATIONS Monticello City Special Provisions for Prefabricated Lloyd Lake Trail Bridges Procurement Pedestrian Bridge 2508-048 Page 1 of 9 SPECIAL PROVISIONS FOR PREFABRICATED PEDESTRIAN BRIDGE PART 1 GENERAL 1.1 SCOPE A. These specifications are for fully engineered half through truss pedestrian bridge of steel construction and shall be regarded as minimum standards for design and fabrication. The work included under this item shall consist of design, fabricating, finishing and transporting the steel truss bridge superstructure including bearings. 1.2 DEFINITIONS A. Owner: Monticello City B. Engineer: Jones & DeMille Engineering C. Contractor: Entity who will be installing, and/or purchasing, the bridge. D. Bridge Manufacturer: Firm who will be designing and supplying the bridge in accordance with these Special Provisions. 1.3 QUALIFIED BRIDGE MANUFACTURER A. Manufacturer Shall: 1. Have minimum 5 years experience producing prefabricated pedestrian truss bridges. 2. Utilize a fabrication facility with a documented quality program. 3. Employ welders certified per AWS D1.1. 4. Provide evidence of successful project history for similar bridge types. B. The Engineer will evaluate proposed suppliers based on submitted qualifications. C. Reference Manufacturers: 1. Contech Engineered Solutions 2. Big R Bridge 3. Wheeler 4. Excel Bridge Manufacturing D. Products of equal or superior performance are acceptable. 1.4 BRIDGE MANUFACTURER’S DESIGN PROFESSIONAL AND SUBMITTALS A. The Bridge Manufacturer shall have as a direct employee, an engineer who is experienced in bridge design to be in responsible charge of all engineering related task and design. The engineer shall have a minimum of 4 years of experience in bridge design and be a currently licensed civil or structural Professional Engineer in the State of Utah and shall be the Monticello City Special Provisions for Prefabricated Lloyd Lake Trail Bridges Procurement Pedestrian Bridge 2508-048 Page 2 of 9 engineer who will seal and sign the plans. B. Engineering drawings shall be prepared and submitted to the Contractor or Owner for their review after receipt of the order. Submittal drawings shall be unique drawings, prepared to illustrate the specific portion of the bridge being fabricated. All relative design information such as member size, ASTM/AASHTO material specification, dimensions necessary to fabricate and required welding shall be clearly shown on the drawings. Drawings shall have referenced details and sheet numbers. All drawings shall be stamped, signed and dated by the Bridge Manufacturer’s Design Professional. C. Structural calculations for the design of the bridge superstructure shall be prepared by the Bridge Manufacturer and submitted for review after receipt of the order. Calculations shall include complete design, analysis and code checks for the controlling members, connectivity and support conditions, truss stability checks, deck design, deflection checks, bearings and all splices. PART 2 APPLICABLE CODES AND STANDARDS 2.1 GOVERNING SPECIFICATIONS A. Bridge shall be designed in compliance with the AASHTO LRFD Guide Specifications for the Design of Pedestrian Bridges, 2009 (AASHTO Ped). Calculations shall be in accordance with this document, and formulas shall reference the appropriate sections. 2.2 OTHER REFERENCE CODES, SPECIFICATIONS AND STANDARDS 1. AASHTO LRFD Bridge Design Specifications, 9th Edition, 2020 (AASHTO LRFD) 2. AASHTO LRFD Specifications for Structural Supports for Highway Signs, Luminaires, and Traffic Signals, First Edition, 2005 (AASHTO Signs) 3. AISC Steel Construction Manual, 15th Edition, 2017 (AISC) 4. ANSI/AISC 360-16 Specification for Structural Steel Buildings, 2016 (AISC 360) 5. American Welding Society, Structural Welding Code, D1.1, 2015 (AWS D1.1) 6. ASCE/SEI 7-10 Minimum Design Loads for Buildings and Other Structures, 2010 (ASCE 7) 7. Setra Technical Guide for Footbridges, 2006 (Setra) 8. ANSI/AWC NDC-2015 National Design Specification for Wood Construction, 2015 (NDS) 9. Tropical Timbers of the World, US Forest Products Laboratory Monticello City Special Provisions for Prefabricated Lloyd Lake Trail Bridges Procurement Pedestrian Bridge 2508-048 Page 3 of 9 A. The AASHTO LRFD Guide Specifications for the Design of Pedestrian Bridges shall control if any conflicting requirements occur with the Other Reference Documents and/or other local Codes. PART 3 BRIDGE SYSTEM TYPE 3.1 TRUSS STYLE A. The vertical trusses shall be designed such that the top and bottom chord members are parallel. The interior verticals of the trusses shall be perpendicular to the top face of the bottom chord and the end verticals of the trusses shall be plumb. Trusses shall be laid out such that diagonals shall be at an approximate angle of 30-degrees or more with respect to the bottom chord. 3.2 DIAGONAL STYLE A. The vertical truss shall use a diagonal configuration such as, Pratt, Warren, Howe, or similar is acceptable. Final configuration shall meet structural performance criteria. 3.3 FLOOR BEAM LOCATION A. An underhung floor beam system is acceptable. Alternative floor beam configurations may also be proposed if structurally suitable. The distance from the top of deck to the bottom of the floor beam shall be determined by the Bridge Manufacturer during final design. PART 4 BRIDGE GEOMETRY 4.1 SPAN LENGTH A. The bridge span length shall be as shown on drawings (approximately 22’)and measured from end to end of the bridge truss, not including the end dam, any deck extension or bearing that extends beyond the end of the truss. 4.2 WIDTH A. The bridge width shall be 6‘-0” and shall be as measured from the inside face of structural truss elements at the deck level. 4.3 TOP OF TRUSS HEIGHT ABOVE DECK B. The top of the top chord shall not be less than 48" above the deck (measured from the high point of the deck). Note that this dimension may be exceeded due to truss height requirements for structural, deflection and Monticello City Special Provisions for Prefabricated Lloyd Lake Trail Bridges Procurement Pedestrian Bridge 2508-048 Page 4 of 9 vibration requirements. 4.4 LOWER STEEL CLEARANCE A. The Bridge Manufacturer shall determine the distance from the top of the deck (measured from the highest point of the deck) to the bottom of any steel member. 4.5 TRUSS BAY SPACING A. The number of bays and the dimension of the panel points shall be determined by the Bridge Manufacturer. 4.6 CAMBER A. A single simple-span bridge shall have a vertical camber dimension at the mid span equal to 100% of the anticipated full dead load deflection rounded up to the next ¼”. 4.7 ELEVATION DIFFERENCE A. The top of the decks shall be at the same elevation at each end of the bridge. PART 5 STRUCTURAL DESIGN LOADS 5.1 DEAD LOAD A. The bridge structure shall be designed for the total bridge weight including the final deck system. 5.2 PEDESTRIAN LOADING (PL) A. The bridge structure shall be designed for a uniform pedestrian loading of 90 psf. This loading shall be patterned to produce the maximum load effects. Consideration of dynamic load allowance is not required with this loading. 5.3 VEHICLE LOAD (VL) A. When vehicular access is not prevented by permanent physical methods, the superstructure and deck system shall be designed for each of the following concentrated/vehicular loads: 1. A concentrated load of 1,000 pounds placed on any area 2.5' by 2.5' square. 2. A single truck shall be placed to produce the maximum load effects Monticello City Special Provisions for Prefabricated Lloyd Lake Trail Bridges Procurement Pedestrian Bridge 2508-048 Page 5 of 9 and shall not be placed in combination with the pedestrian load. The dynamic load allowance need not be considered for this loading. The truck shall be the following: a) 10,000 pound vehicle with 60% of the load distributed to the rear two wheels and 40% of the load distributed to the front two wheels. 5.4 WIND LOAD (WS) A. Pedestrian bridges shall be designed for wind loads as specified in AASHTO Signs, Articles 3.8 and 3.9. The loading shall be applied over the exposed area in front elevations of both trusses including all enclosures. B. In addition to the wind load specified above, a vertical uplift line load as specified in AASHTO LRFD Article 3.8.2 and determined as the force caused by a pressure of 20 psf over the full deck width, shall be applied concurrently. This loading shall be applied at the windward quarter point of the deck width. 5.5 SEISMIC (EQ) A. The bridge structure shall be designed for seismic loading as specified in Section 3.10 of AASHTO LRFD. The transverse loads shall be calculated considering the transverse period of the bridge and longitudinal loads shall be calculated using a period of zero. A response modification factor of 0.8 shall be used for the calculation of forces applied to the bridge anchorage. A response modification factor of 1.0 shall be used for the calculation of bearing reactions. The transverse seismic load shall be applied to all the bearings and the longitudinal seismic load shall be applied to the fixed bearings only. The vertical bearing reactions shall be calculated using an overturning force on the bridge based on the center of gravity of the bridge times the transverse seismic load. 5.6 FATIGUE LOAD (FL) A. The fatigue loading shall be as specified in Section 11 of AASHTO Signs. A. The Natural Wind Gust specified in Article 11.7.1.2 and the Truck-Induced A. Gust specified in Article 11.7.1.3 of AASHTO Signs only need only be A. considered, as appropriate. Combination of Loads 1. The load combinations and load factors to be used shall be as specified in AASHTO LRFD Table 3.4.1-1, with the following exceptions: a) Load combinations Strength II, Strength IV, and Strength V need not be considered. b) The load factor for Fatigue I load combination shall be taken as 1.0, and Fatigue II load combination need not be Monticello City Special Provisions for Prefabricated Lloyd Lake Trail Bridges Procurement Pedestrian Bridge 2508-048 Page 6 of 9 considered. PART 6 DECK SYSTEM 6.1 DECK SYSTEM A. Decking shall be weathering steel bar grate or plate grate. Decking shall meet all structural load requirements and shall provide a durable, slip- resistant walking surface. PART 7 MATERIALS OF CONSTRUCTION 7.1 STRUCTURAL STEEL A. All members of the truss and deck support system shall be fabricated from square or rectangular hollow structural shapes (HSS), with the exception that floor beams may be wide flange shapes. All open ends of end posts and floor support beams shall be capped. Drain holes shall be provided for all sections at the low point of the member that may become filled with water. B. All bridges shall be fabricated using A847 or equivalent for HSS sections and A588 or equivalent for structural shapes and plates. C. Minimum nominal thickness of primary hollow structural shapes shall be 1/4". Rolled shapes shall have a minimum thickness of 1/4". 7.2 FASTENERS A. Structural bolts used to field splice or connect all main members shall be ASTM F3125 Grade A325 or equivalent. The nuts for these structural bolts shall be ASTM A563 or equivalent. The Bridge Manufacturer shall determine the finish of the structural bolts. They will be either Type 3 (Weathering) or Type 1 (Hot-Dipped or Mechanically Galvanized) as specified by the Bridge Manufacturer. B. Bolts used for the connection of a wood rub rail shall be 18-8 or 316 Stainless Steel, carriage bolts. C. Other miscellaneous fasteners shall be ASTM A307 or equivalent zinc plated or galvanized, as determined by the Bridge Manufacturer. PART 8 FINISH A. For corrosion resistant high-strength low-alloy (weathering) steel no surface finish treatment is necessary. The steel will be allowed to form a protective weathering patina over time. Monticello City Special Provisions for Prefabricated Lloyd Lake Trail Bridges Procurement Pedestrian Bridge 2508-048 Page 7 of 9 PART 9 ATTACHMENTS 9.1 SAFETY RAILS A. Safety rail system shall be placed on the inside of the structure, spaced so as to prevent a 4" sphere from passing through any opening up to a height of 48" above the deck surface. B. Each element of the pedestrian rail system shall be designed to support a uniformly applied load of 50 pounds per lineal foot, both transversely and vertically, acting simultaneously. In addition, each longitudinal element shall be designed to support a concentrated load of 200 pounds, which will act simultaneously with the above uniform loads at any point and in any direction at the top of the longitudinal element. 9.2 TOE PLATE A. Toe Plates shall be provided. When the ends of the toe plates near the end of the bridge are not covered by the end verticals, they shall be closed and finished to eliminate sharp edges and snag hazards . If toe plates are incorporated into a safety rail system, they may be modified as needed but shall be a minimum of 4” high. 9.2 RUB RAIL A. Rub Rails shall be provided at a height of 3’ -6” from top of the deck to the top of rub rail. When the ends of the rub rails near the end of the bridge are not covered by the end verticals, they shall be closed and finished to eliminate sharp edges and snag hazards. If rub rails are incorporated into a safety rail system, they may be modified as needed but shall be a minimum of 4” high. PART 10 BEARINGS 10.1 BEARING TYPE A. Bearing type and size shall be designed by the Bridge Manufacturer based on anticipated loads and movements. 10.2 DESIGN TEMPERATURE RANGE A. The Design Temperature Range will be site specific and will be determined per AASHTO LRFD Article 3.12.2. Monticello City Special Provisions for Prefabricated Lloyd Lake Trail Bridges Procurement Pedestrian Bridge 2508-048 Page 8 of 9 10.3 NON-SHRINK GROUTING A. The bridge will be supplied with a lower setting plate. This setting plate shall be leveled and shimmed to the proper elevation. The space between the lower surface of the setting plate and the foundation surface shall be filled with a non-shrink grout capable of achieving a minimum compressive strength equal to or greater than the strength of the foundation concrete. The cost of the leveling, shimming, and non-shrink grout shall be the responsibility of the Contractor. PART 11 FOUNDATIONS 11.1 FOUNDATION SYSTEM A. Foundation system shall utilize abutments designed by the Foundation Engineer in conjunction with the bridge bearing requirements and dimensions provided by the Bridge Manufacturer and the site-specific geotechnical information provided by the Geotechnical Engineer. All abutment dimensions and materials shall be shown on the final contract plans. 11.2 ANCHOR BOLTS A. Bridge Manufacturer shall design the diameter and grade of anchor bolts, based on the shear and tensile strength of the anchor bolt material only. All design considerations regarding concrete breakout strength in shear and tension, pullout strength, concrete side-face blowout strength, concrete pry out strength, embedment depth, type of anchorage or any other concrete failure modes are the responsibility of the Foundation Engineer and shall be shown on the final contract plans. All anchor bolts shall be galvanized. The Foundation Engineer shall determine if the anchor bolts shall be cast -in- place, drilled/epoxy, or expansion anchors. Anchor bolts shall be provided and installed by the Contractor. PART 12 FABRICATION 12.1 WELDING A. Welding procedures and weld qualification test procedures shall conform to the provisions of AWS D1.1. Filler metal shall be in accordance with the applicable AWS Filler Metal Specification and shall match the corrosion properties of the base metal. 12.2 WELDERS A. Welders shall be qualified for each process and position used while Monticello City Special Provisions for Prefabricated Lloyd Lake Trail Bridges Procurement Pedestrian Bridge 2508-048 Page 9 of 9 fabricating the bridge. Qualification tests shall be in accordance with AWS D1.1. All weld qualifications and records shall be kept in accordance with the Fabricator’s Quality Assurance Manual which has been approved and audited by AISC as the basis for certification. PART 13 QUALITY CONTROL 13.1 AISC CERTIFICATION A. Fabricator shall maintain an appropriate AISC certification for steel bridge fabrication. PART 14 DELIVERY AND ERECTION 14.1 DELIVERY A. Delivery shall be made to a location nearest the site which is accessible to normal over-the-road equipment. All trucks delivering bridge materials will need to be unloaded at the time of arrival. 14.2 INSTALLATION & LIFTING PROCEDURES. A. The Bridge Manufacturer will provide standard typical written procedures for lifting and splicing the bridge. All actual means, methods, equipment and sequence of erection used are the responsibility of the Contractor. PART 15 WARRANTY A. The Bridge Manufacturer shall warrant, at the time of delivery, that it has conveyed good title to its steel structure, free of liens and encumbrances created by the Bridge Manufacturer, and that its steel structure is free of defects in design, material and workmanship. This warranty shall be valid for a period of one (1) year from the date of substantial completion. EXHIBITS ! ! !! ( ( (( Lloyds Lake South Creek Rd South Creek Pole Creek Project Location 1 Scale: 1" = 500' San Juan County, Utah Last Edit: 01/26/2026Drawn by: ALP 01-26Project Number: 2508-048 Map Name: H:\2508-048\GIS\Projects\2508-048_Design\2508-048_Design.aprx - Lloyd's Lake Trail Bridges Procurement Lloyds Lake Trail Trail Bridges Procurement Exhibit Monticello City !( Bridge Locations Lloyds Lake Trail0 250 500 Feet ± Provide 3 Pedestrian Bridges per specification. It is anticipated that each bridge will be ~22’ in length. Bridges will be delivered to the site by the successful supplier. Exhibit A

Document text

MONTICELLO  CITY 
LLOYD LAKE TRAIL BRIDGES 
PROCUREMENT  
PROJECT MANUAL 
 
 
  
 
JANUARY 28, 2026 
FOR BIDDING ONLY 
Project #: 2508-048 
 

 
DIVISION 00: PROCUREMENT AND 
CONTRACTING REQUIREMENTS 
 
SECTION 01: INTRODUCTORY INFORMATION 
Monticello City 00 01 10 Table of Contents 
Lloyd Lake Trail Bridges Procurement 
2508-048 Page 1 of 1 
DOCUMENT 00 01 10 
TABLE OF CONTENTS 
 
 
 
NUMBER     TITLE  
 
PROCUREMENT AND CONTRACTING REQUIREMENTS GROUP 
 
Division 00 - Procurement and Contracting Requirements 
 
Introductory Information 
00 01 10 Table of Contents 
 
Procurement  Requirements 
00 11 13 Advertisement for Bids  
00 21 13.03 Instructions to Bidders for Procurement Contract 
00 41 64 Bid Form for Procurement Contract 
 
Contracting Requirements 
00 51 00.03 Notice of Award  
00 52 64 Agreement between Buyer and Seller for Procurement Contract 
00 62 80.03 Buyer’s Acknowledgement of Receipt of Goods 
00 62 80.06 Buyer’s Notice Regarding Conformity of Goods and Special Services 
00 63 63.03 Change Order Form  
00 72 76 Standard General Conditions of the Procurement Contract 
00 73 03 Supplementary Conditions of the Procurement Contract 
 
SPECIFICATIONS GROUP 
 
Special Provisions for Prefabricated Pedestrian Bridge 
 
EXHIBIT 
 
Exhibit A – Lloyd’s Lake Trail Bridges Procurement

[Document text extracted]
MONTICELLO CITY 
LLOYD LAKE TRAIL BRIDGES 
PROCUREMENT 

PROJECT MANUAL 

JANUARY 28, 2026 
FOR BIDDING ONLY 

Project #: 2508-048 

 
 
 
 
 
 
 
 
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DOCUMENT 00 01 10 
TABLE OF CONTENTS 

NUMBER 

TITLE 

PROCUREMENT AND CONTRACTING REQUIREMENTS GROUP 

Division 00 - Procurement and Contracting Requirements 

Introductory Information 
00 01 10 

Table of Contents 

Procurement   Requirements 
00 11 13 
00 21 13.03 
00 41 64 

Advertisement for Bids   
Instructions to Bidders for Procurement Contract 
Bid Form for Procurement Contract 

Agreement between Buyer and Seller for Procurement Contract 

Contracting Requirements 
00 51 00.03  Notice of Award   
00 52 64 
00 62 80.03  Buyer’s Acknowledgement of Receipt of Goods 
00 62 80.06  Buyer’s Notice Regarding Conformity of Goods and Special Services 
00 63 63.03  Change Order Form   
00 72 76 
00 73 03 

Standard General Conditions of the Procurement Contract 
Supplementary Conditions of the Procurement Contract 

SPECIFICATIONS GROUP 

Special Provisions for Prefabricated Pedestrian Bridge 

EXHIBIT 

Exhibit A – Lloyd’s Lake Trail Bridges Procurement 

Monticello City 
Lloyd Lake Trail Bridges Procurement 
2508-048 

00 01 10 

Page  1  of  1 

Table of Contents 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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DOCUMENT 00 11 13.03 
ADVERTISEMENT FOR BIDS 

Monticello City, 17 N 100 E, Monticello, Utah 84535 

General Notice: 

Monticello City (Buyer) is requesting Bids for the procurement of materials for the following Project: 
Monticello City – Lloyd Lake Trail Bridges Procurement. 

Bids for delivered materials will be received at the Monticello City Office located at 17 N 100 E, 
Monticello, Utah 84535, until Wednesday, February 11, 2026, at 4:30PM local time. At that time, the 
Bids received will be publicly opened and read. Bid results will be posted on the State Purchasing 
website, Bonfire, at https://utah.bonfirehub.com/projects. 

The Project includes the following Work: Provide and deliver three (3) pre-manufactured pedestrian 
bridges as outlined in the performance specifications. 

Bids will be received for single contract. 

The materials are expected to be delivered within 12 weeks of time ordered.  

Obtaining Bidding Documents: 

Information and Bidding Documents for the Project can be found at https://www.monticelloutah.org/ 
and/or the Bonfire website. For first time users, follow the “Register” button at the top right hand 
corner of the Utah Public Procurement Place (U3P) portal provided by Utah State Purchasing at 
utah.bonfirehub.com/portal/?tab=openOpportunities. Any responses received through the U3P Jaggaer 
courtesy posting will not be considered responsive, nor will they be evaluated. Questions or needed 
assistance can be directed to the online knowledge base, the FAQs page, or the Bonfire Support Team at 
support@gobonfire.com. 

The designated websites will be updated with addenda, plan holders list, reports, and other information 
relevant to submitting a Bid for the Project. Official notifications, addenda, and other Bidding 
Documents will be offered through the designated websites. 

The Issuing Office for the Bidding Documents is: Jones & DeMille Engineering, Inc., 696 N Main Street, 
Monticello, Utah 84535. 

Neither Buyer nor Engineer will be responsible for full or partial sets of Bidding Documents, including 
addenda, if any, obtained from sources other than the designated websites and the Issuing Office. 

Questions are due in writing to Katie Andrews, Project Administrator, at katie.a@jonesanddemille.com 
on or before Friday, February 6, 2026, by 5:00PM local time. 

Pre-bid Conference: 

A pre-bid conference will not be held. 

Instructions to Bidders: 

For further requirements regarding bid submittal, qualifications, procedures, and contract award, refer 
to the Instructions to Bidders that are included in the Bidding Documents. The Buyer may reject any or 
all bids submitted.  

Monticello City 
Lloyd Lake Trail Bridges Procurement 
2508-048 

00 11 13 

Page 1 of 2 

Advertisement for Bids 

 
 
 
Issued by: 

Buyer:  Monticello City 
By: 
Kaeden Kulow 
Title:  City Manager 
Date: 

January 28, 2026 

Monticello City 
Lloyd Lake Trail Bridges Procurement 
2508-048 

00 11 13 

Page 2 of 2 

Advertisement for Bids 

 
DOCUMENT 00 21 13.03 
INSTRUCTIONS TO BIDDERS FOR PROCUREMENT CONTRACT 

TABLE OF CONTENTS 

Page 

Article 1— Defined Terms ............................................................................................................................. 1 

Article 2— Procurement Bidding Documents ............................................................................................... 1 

Article 3— Qualifications of Bidders ............................................................................................................. 1 

Article 4— Site Visit; Pre-Bid Conference ..................................................................................................... 1 

Article 5— Interpretations and Addenda ..................................................................................................... 1 

A. 

Submit to Katie Andrews at katie.a@jonesanddemille.com. ....................................................................... 1 

Article 6— Bid Security ................................................................................................................................. 2 

Article 7— Procurement Contract Times ...................................................................................................... 2 

Article 8— Liquidated Damages .................................................................................................................... 2 

Article 9— Confidentiality of Bid Information .............................................................................................. 2 

Article 10— “Or-Equal” Items ....................................................................................................................... 3 

Article 11— Preparation of Bid ..................................................................................................................... 4 

Article 12— Basis of Bid; Comparison of Bids ............................................................................................... 4 

Article 13— Submittal of Bid ......................................................................................................................... 5 

Article 14— Modification or Withdrawal of Bid ........................................................................................... 5 

Article 15— Opening of Bids ......................................................................................................................... 5 

Article 16— Bids to Remain Subject to Acceptance ..................................................................................... 6 

Article 17— Evaluation of Bids and Award of Procurement Contract .......................................................... 6 

Article 18— Bonds and Insurance ................................................................................................................. 6 

Article 19— Signing of Procurement Agreement ......................................................................................... 6 

Article 20— Sales and Use Taxes - DELETED ................................................................................................. 6 

Article 21— Procurement Contract to be Assigned - DELETED .................................................................... 6 

Article 22— cc.03  A COPY OF THE ASSIGNED PROCUREMENT CONTRACT IS ATTACHED. - DELETED ...... 6 

EJCDC® P-200, Instructions to Bidder for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
TOC Page 1 of 1 

INSTRUCTIONS TO BIDDERS FOR PROCUREMENT CONTRACT 

ARTICLE 1—DEFINED TERMS 

1.01 

Terms  used  in  these  Instructions  to  Bidders  will  have  the  meanings  indicated  in  the  General 
Conditions and Supplementary Conditions. Additional terms used in these Instructions to Bidders 
have the meanings indicated below. 

A. 

Issuing Office—The office from which the Procurement Bidding Documents are to be issued 
and where the bidding procedures are to be administered. 

ARTICLE 2—PROCUREMENT BIDDING DOCUMENTS 

2.01 

2.02 

Bidder  must  use  a complete  set of  the Procurement  Bidding  Documents  in  preparing  the  Bid; 
neither Buyer nor Engineer assumes any responsibility for errors or misinterpretations resulting 
from the use of incomplete sets of Procurement Bidding Documents. 

Buyer and Engineer make copies of Procurement Bidding Documents available on the above terms 
only for obtaining Bids for furnishing Goods and Special Services, and do not authorize or confer 
a license for any other use. 

ARTICLE 3—QUALIFICATIONS OF BIDDERS 

3.01 

3.02 

3.03 

Buyer may at  any time  conduct  such investigations as Buyer deems necessary to establish the 
responsibility,  qualifications,  and  financial  ability of Bidder,  and  after  the  opening  of  Bids may 
require  a  Bidder  to  submit  documentation  of  its  qualifications,  including  but  not  limited  to 
financial  data  and  documentation  of  previous  experience  providing  goods  and  services 
comparable to the specified Goods and Special Services. 

Bidder is to carefully review those portions of the Bid Form requiring Bidder’s representations and 
certifications. 

Bidder  shall  submit  a  qualifications  statement  with  the  Bid,  including  financial  data  and 
documentation of previous experience providing comparable goods and services, to demonstrate 
Bidder’s qualifications to furnish the specified Goods and Special Services. 

ARTICLE 4—SITE VISIT; PRE-BID CONFERENCE 

4.01 

Buyer recommends that Bidder visit the Point of Destination and the site where the Goods are to 
be installed and Special Services will be provided, taking into account observable local and site 
conditions that may affect the delivery, cost, progress, and furnishing of the Goods and Special 
Services. Arrangements for such a visit may be made through Engineer. 

4.02 

A pre-bid conference will not be held for this procurement. 

ARTICLE 5—INTERPRETATIONS AND ADDENDA 

5.01 

All  questions  about  the  meaning  or  intent  of  the  Procurement  Bidding  Documents  are  to  be 
submitted to Engineer in writing at: 

A.  Submit to Katie Andrews at katie.a@jonesanddemille.com. 

EJCDC® P-200, Instructions to Bidders for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 1 of 6 

5.02 

Interpretations  or  clarifications  considered  necessary  by  Engineer  in  response  to  such  written 
questions will be issued by Addenda mailed or delivered to all parties recorded as having received 
the  Procurement  Bidding  Documents.  Only  answers  in  the  Addenda  will  be  binding.  Oral 
statements, interpretations, and clarifications may not be relied upon in the preparation of a Bid, 
and will not be binding or legally effective. 

5.03 

Addenda  may  be  issued  to  clarify,  correct,  or  change  the  Procurement  Bidding  Documents  as 
deemed advisable by Buyer or Engineer. 

ARTICLE 6—BID SECURITY 

6.01 

6.02 

A Bid must be accompanied by Bid security made payable to Buyer in an amount of 5 percent of 
Bidder’s maximum Bid price (determined by adding the base bid and all alternates) and in the 
form of a Bid bond issued by a surety meeting the requirements of Paragraph 5.01 of the General 
Conditions.  Such  Bid  bond  will  be  issued  in  the  form  included  in  the  Procurement  Bidding 
Documents. 

The Bid security of the apparent Successful Bidder will be retained until Buyer (Project Owner) 
awards the Procurement Contract to such Bidder, and such Bidder has executed the Procurement 
Contract, furnished the required contract security, and met the other conditions of the Notice of 
Award, whereupon the Bid security will be released. If the Successful Bidder fails to execute and 
deliver the Procurement Contract and furnish the required contract security within  15 14 days 
after the Notice of Award, Buyer (Project Owner) may consider Bidder to be in default and annul 
the Notice of Award, and the Bid security of that Bidder will be forfeited, in whole in the case of 
a penal sum bid bond, and to the extent of Buyer’s damages in the case of a damages-form bond. 
Such forfeiture will be Buyer’s exclusive remedy if Bidder defaults. 

6.03 

The Bid security of other Bidders that Buyer believes to have a reasonable chance of receiving the 
award  may  be  retained  by  Buyer  until  the  earlier  of  7 days  after  the  Effective  Date  of  the 
Procurement Contract or 61 days after the Bid opening, whereupon Bid security furnished by such 
Bidders will be released. 

6.04 

Bid security of other Bidders that Buyer believes do not have a reasonable chance of receiving the 
award will be released within 7 days after the Bid opening. 

ARTICLE 7—PROCUREMENT CONTRACT TIMES 

7.01 

See applicable provisions in the Procurement Agreement. 

ARTICLE 8—LIQUIDATED DAMAGES 

8.01 

Any  provisions  for  liquidated  damages,  such  as  those  for  Seller’s  failure  to  attain  a  specified 
Milestone such as the delivery of the Goods, are set forth in the Procurement Agreement. 

ARTICLE 9—CONFIDENTIALITY OF BID INFORMATION 

9.01 

Confidential information is information in the Bid, or in documents submitted by Bidder with the 
Bid or submitted subsequent to the opening of Bids in support of the Bid, that Bidder clearly and 
prominently labels in writing to be a trade secret, proprietary, or confidential. Bids will be opened 

EJCDC® P-200, Instructions to Bidders for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 2 of 6 

9.02 

9.03 

and accompanying documents, if any, will be maintained in a manner that endeavors to avoid 
disclosing confidential information to third parties, to the extent allowed by Laws and Regulations. 

Bidder  shall  clearly  and  prominently  mark  confidential 
information  with  the  word 
“CONFIDENTIAL”  on  each  page  or  sheet  or  on  the  cover  of  bound  documents.  Place 
“CONFIDENTIAL”  stamps  or  watermarks  so  that  they  do  not  obscure  any  of  the  required 
information on the document, either in the original or in a way that would obscure any of the 
required information in a photocopy of the document. 

If Buyer is requested to disclose confidential information, becomes legally compelled to disclose 
confidential  information, or  is  required  by  a  regulatory  body,  governing  agency,  or controlling 
authority to disclose confidential information, or make any other disclosure that is prohibited or 
otherwise  constrained by these Procurement Bidding Requirements, Buyer will provide  Bidder 
with prompt notice so Bidder may seek a protective order or other appropriate remedy. Bidder 
will be solely responsible for submitting to the regulatory body, governing agency, or controlling 
authority  any  arguments,  briefs,  memoranda,  motions,  authorities,  or  other  information  in 
opposition to disclosure. 

9.04 

Buyer’s  obligations  with  respect  to  confidential  information  are  nullified  by  the  following 
exceptions: 

A.  Confidential  information  becomes  a  part  of  the  public  domain  through  publication  or 

otherwise, through no fault of the Buyer; 

B.  Buyer can demonstrate through suitable documentation that the confidential information 
was  already  in  the  Buyer’s  possession,  and  not  previously  marked as  confidential,  or  was 
otherwise publicly available prior to the date of Bid submittal; 

C.  The confidential information is subsequently and independently disclosed to the Buyer by a 

third party who has a lawful right to disclose such information; 

D.  Buyer concludes in good faith that the information is not confidential, or that disclosure is 

required or justified; or 

E.  Buyer  is  required to  disclose  the  confidential  information  by  court order  or  by  applicable 

Laws and Regulations. 

9.05  Notwithstanding any other provision of the Procurement Bidding Documents, it is stipulated and 
agreed that by accepting a Bid, Buyer has not and does not waive its legal immunity (if any) from 
suit or liability. 

ARTICLE 10—“OR-EQUAL” ITEMS 

10.01  The Procurement Contract, if awarded, will be based on material and equipment specified in the 
Procurement Bidding Documents without consideration of possible “or-equal” items. Whenever 
it  is  specified  or  described  in  the  Procurement  Bidding  Documents  that  an  “or-equal”  item  of 
material or equipment may be furnished or used by Seller if acceptable to Engineer, application 
for  such  acceptance  will  not  be  considered  by  Engineer  until  after  the  Effective  Date  of  the 
Procurement  Contact.  The  procedure  for  submittal  of  any  such  application  by  Seller  and 

EJCDC® P-200, Instructions to Bidders for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 3 of 6 

consideration by Engineer is set forth in the General Conditions and may be supplemented in the 
Procurement Specifications. 

10.02  The Procurement Contract, if awarded, will be based on materials and equipment specified or 
described in the Procurement Bidding Documents. Bidders may propose "or equal" materials and 
equipment, which if approved by Engineer will be  identified by Addendum. The  materials and 
equipment  described  in  the  Procurement  Bidding  Documents  establish  a  standard  of  required 
type, function, and quality to be met by any proposed “or-equal” item. No item of material or 
equipment will be considered by Engineer as an “or-equal” unless written request for approval 
has been submitted by Bidder and has been received by Engineer no later than 15 days after the 
advertisement  or  invitation  to  bid  is  first  issued.  Each  such  request  shall  conform  to  the 
requirements of Paragraph 7.04 of the General Conditions. The burden of proof of the merit of 
the proposed item is upon Bidder. Engineer’s decision of approval or disapproval of a proposed 
item  as  an  equal  will  be  final.  Bidders  shall  not  rely  upon  approvals  unless  set  forth  in  an 
Addendum. Send requests to Katie Andrews at katie.a@jonesanddemille.com. 

ARTICLE 11—PREPARATION OF BID 

11.01  The  Bid  Form  is  included  with  the  Procurement  Bidding  Documents.  Additional  copies  of 

Procurement Bidding Documents may be obtained from the Issuing Office. 

11.02  All blanks on the Bid Form must be completed and the Bid Form must be signed by an individual 
authorized to act on behalf of the Bidder. Alterations must be initialed by an individual authorized 
to act on behalf of the Bidder. A Bid price must be indicated for each item in the Bid Form. In the 
case of optional alternates, the words “No Bid” may be entered. 

11.03  Bidder must acknowledge all Addenda by filling in the number and date of each Addendum in the 
Bid Form and sign where indicated to verify that the Addenda were received. A Bid that does not 
acknowledge receipt of all Addenda may be considered non-responsive. 

11.04  Bidder shall: 

A.  Sign the Bid Form as indicated in the Bid Form. 

B. 

Include evidence of authority to sign. 

C.  Provide information on the individual to be contacted for any communications regarding the 

Bid. 

D.  Provide evidence of the Bidder’s authority and qualification to do business in the locality of 
the  Project,  to  the  extent  required,  or  indicate  the  ability  to  obtain  such  authority  and 
qualification prior to award of the Procurement Contract. 

11.05  The responsibilities of each Bidder submitting a Bid are described in the Bidder’s representations 

and certifications set forth in Article 6 of the Bid Form. 

ARTICLE 12—BASIS OF BID; COMPARISON OF BIDS 

12.01  Lump Sum 

A.  Bidder shall submit a Bid on a lump sum basis as set forth in the Bid Form. 

B.  The apparent low Bid will be determined on the basis of the lump sum bid amount. 

EJCDC® P-200, Instructions to Bidders for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 4 of 6 

ARTICLE 13—SUBMITTAL OF BID 

13.01  Bidder shall refer to the advertisement or invitation to bid for specific identification of the date, 

time, and place where Bids are to be submitted. 

13.02  Bidder must submit one separate unbound copy of the completed Bid Form, and, if required, the 
Bid Security and the other documents required to be submitted under the terms of Article 4 of 
the Bid Form. 

13.03  A Bid must be submitted no later than the date and time prescribed and at the place indicated in 
the advertisement  or invitation to bid. Submit the Bid in an envelope  plainly marked with the 
Project  title  (and,  if  applicable,  the  designated  portion  of  the  Project  for  which  the  Bid  is 
submitted) and the name and address of Bidder. Enclose the Bid security and other documents 
required to be submitted with the Bid as listed in the Bid Form. If a Bid is sent by mail or other 
delivery system, the sealed envelope containing the Bid shall be enclosed in a separate package 
plainly marked on the outside with the notation “BID ENCLOSED.” 

ARTICLE 14—MODIFICATION OR WITHDRAWAL OF BID 

14.01  A Bid may be modified or withdrawn by a document duly signed in the same manner that a Bid 
must be signed and delivered to the place where Bids are to be submitted prior to the date and 
time for the opening of Bids. 

14.02 

If, within 24 hours after Bids are opened, any Bidder files a duly signed written notice with Buyer 
and promptly thereafter demonstrates to the reasonable satisfaction of Buyer that there was a 
material and substantial mistake in the preparation of its Bid, that Bidder may withdraw its Bid, 
and the Bid security will be returned. 

ARTICLE 15—OPENING OF BIDS 

15.01  Bids will be publicly opened at the time and place indicated in the advertisement or invitation to 
bid and read aloud, unless obviously non-responsive. An abstract of the amounts of the Base Bids 

EJCDC® P-200, Instructions to Bidders for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 5 of 6 

and  Alternate Bids, if any, will be made  available to Bidders after Bids have  been opened and 
reviewed by the Buyer. 

ARTICLE 16—BIDS TO REMAIN SUBJECT TO ACCEPTANCE 

16.01  All Bids will remain subject to acceptance for the period stated in the Bid Form, but Buyer may, in 

its sole discretion, release any Bid and return the Bid security prior to the end of this period. 

ARTICLE 17—EVALUATION OF BIDS AND AWARD OF PROCUREMENT CONTRACT 

17.01  Buyer reserves the right to reject any and all Bids, including without limitation, nonconforming, 
nonresponsive,  unbalanced,  or  conditional  Bids.  Buyer  also  reserves  the  right  to  waive  all 
informalities not involving price, time, or changes in the Goods and Special Services. 

17.02  Buyer will reject the Bid of any Bidder that Buyer finds, after reasonable inquiry and evaluation, 

to not be responsible. 

17.03 

In evaluating Bids, Buyer will consider whether the Bids comply with the prescribed requirements, 
and such alternates, unit prices, and other data as may be requested in the Bid Form or may be 
requested from Bidders prior to a Notice of Award. 

17.04 

If  Buyer  awards  the  Procurement  Contract,  such  award  will  be  to  the  responsible  Bidder 
submitting the lowest responsive Bid. 

ARTICLE 18—BONDS AND INSURANCE 

18.01  Article 5 of the General Conditions and Article 5 of the Supplementary Conditions set forth Buyer’s 
requirements as to performance and payment bonds and insurance. When the Successful Bidder 
delivers the signed Procurement Agreement to Buyer, it must be accompanied by such bonds and 
acceptable evidence of insurance. 

ARTICLE 19—SIGNING OF PROCUREMENT AGREEMENT 

19.01  When  Buyer  issues  a  Notice  of  Award  to  the  Successful  Bidder,  it will  be  accompanied  by  the 
unsigned  counterparts  of  the  Procurement  Agreement  along  with  the  other  Procurement 
Contract  Documents  identified  in  the  Procurement  Agreement.  Within  15 14  days  thereafter, 
Successful  Bidder  must  execute  and  deliver  the  required  number  of  counterparts  of  the 
Procurement Agreement and any bonds and insurance documentation required to be delivered 
by the Procurement Contract Documents to Buyer. Within 10 days thereafter, Buyer will deliver 
one  fully  executed  counterpart  of  the  Procurement  Agreement  to  Successful  Bidder,  together 
with  printed  and  electronic  copies  of  the  Procurement  Contract  Documents  as  stated  in 
Paragraph 2.02 of the General Conditions. 

ARTICLE 20—SALES AND USE TAXES - DELETED 

ARTICLE 21—PROCUREMENT CONTRACT TO BE ASSIGNED - DELETED 

ARTICLE 22— CC.03 

A COPY OF THE ASSIGNED PROCUREMENT CONTRACT IS ATTACHED. - DELETED 

EJCDC® P-200, Instructions to Bidders for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 6 of 6 

DOCUMENT 00 41 64 
BID FORM FOR PROCUREMENT CONTRACT 

TABLE OF CONTENTS 

Article 1— Buyer and Bidder ........................................................................................................................ 1 

Article 2— Basis of Bid .................................................................................................................................. 1 

Article 3— Time of Completion .................................................................................................................... 1 

Article 4— Attachments to this Bid .............................................................................................................. 1 

Article 5— Bidder’s Acknowledgments......................................................................................................... 2 

Article 6— Bidder’s Representations and Certifications............................................................................... 2 

Page 

EJCDC® P-400, Bid Form for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
TOC Page 1 of 1 

 
BID FORM FOR PROCUREMENT CONTRACT 

PROJECT: MONTICELLO CITY – LLOYD LAKE TRAIL BRIDGES PROCUREMENT 

The  terms  used  in  this  Bid  with  initial  capital  letters  have  the  meanings  stated  in  the  Instructions  to 
Bidders, the General Conditions, and the Supplementary Conditions. 

ARTICLE 1—BUYER AND BIDDER 

1.01 

1.02 

This Bid is submitted to: Monticello City (Project Owner) and 17 N 100 E, Monticello, Utah 84535.  

The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into a Procurement 
Contract with Buyer in the form included in the Procurement Bidding Documents, and to furnish 
the Goods and Special Services as specified or indicated in the Procurement Bidding Documents, 
for the prices and within the times indicated in this Bid, and in accordance with the other terms 
and conditions of the Procurement Bidding Documents. 

ARTICLE 2—BASIS OF BID 

2.01 

Lump Sum Bids 

A.  Bidder  will  furnish  the  Goods  and  Special  Services  in  accordance  with  the  Procurement 

Contract Documents for the following Procurement Contract Price(s): 

1. 

Lump Sum Bid Price (single or multiple Lump Sum) 

Lump Sum Bid Price 

$ 

ARTICLE 3—TIME OF COMPLETION 

3.01 

Bidder agrees that the furnishing of Goods and Special Services will conform to the schedule of 
Procurement Contract Times set forth in Article 2 of the Procurement Agreement. 

3.02 

Bidder accepts the provisions of the Procurement Agreement as to liquidated damages. 

ARTICLE 4—ATTACHMENTS TO THIS BID 

4.01 

The following documents are attached to and made a condition of this Bid: 

A.  Required Bid security in the form prescribed in the Instructions to Bidders. 

B.  Evidence of authority to do business  in the state  of the Project; or a written covenant  to 

obtain such authority within the time for acceptance of Bids. 

C.  Equipment Data Sheets. 

D.  Required Bidder Qualification Statement with supporting data. 

EJCDC® P-400, Bid Form for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 1 of 4 

ARTICLE 5—BIDDER’S ACKNOWLEDGMENTS 

5.01 

5.02 

Bidder accepts all terms and conditions of the Instructions to Bidders. This Bid will remain subject 
to acceptance for 60 days after the Bid opening, or for such longer period that Bidder may agree 
to in writing upon request of Buyer. 

Bidder has examined and carefully studied the Procurement Bidding Documents, the related data 
identified in the Procurement Bidding Documents, and the following Addenda, receipt of which is 
hereby acknowledged: 

Addendum No. 

Addendum Date 

ARTICLE 6—BIDDER’S REPRESENTATIONS AND CERTIFICATIONS 

6.01 

Bidder’s Representations 

A. 

In submitting this Bid, Bidder represents that: 

1.  Bidder has examined and carefully studied the Procurement Contract Documents. 

2. 

If required by the Instructions to Bidders to visit the Point of Destination and the site 
where the Goods are to be installed or Special Services will be provided, or if, in Bidder’s 
judgment, any observable local or site conditions may affect the delivery, cost, progress, 
or  furnishing  of  the  Goods  and  Special  Services,  then  Bidder  has  visited  the  Point  of 
Destination  and  site  where  the  Goods  are  to  be  installed  or  Special  Services  will  be 
provided (as applicable) and become familiar with and is satisfied as to the observable 
local and site conditions that may affect delivery, cost, progress, and furnishing of the 
Goods and Special Services. 

3.  Bidder is familiar with and is satisfied as to all Laws and Regulations that may affect the 
cost, progress, and performance of Seller's obligations under the Procurement Contract. 

4.  Bidder  has  carefully  studied,  considered,  and  correlated  the  information  known  to 
Bidder  with  respect  to  the  effect  of  such  information  on  the  cost,  progress,  and 
performance of Seller's obligations under the Procurement Contract. 

5.  Bidder  has  given  Engineer  written  notice  of  all  conflicts,  errors,  ambiguities,  or 
discrepancies that Bidder has discovered in the Procurement Contract Documents, and 
the written resolution (if any) thereof by Engineer is acceptable to Bidder. 

6.  The Procurement Contract Documents are generally sufficient to indicate and convey 
understanding of all terms and conditions for performance of Seller's obligations under 
the Procurement Contract. 

7.  The submission of a Bid will constitute an incontrovertible representation by Bidder that 
Bidder has complied with every requirement of the Bidding Requirements, that without 
exception the Bid (including all Bid prices) is premised upon furnishing the Goods and 
Special Services as required by the Procurement Contract Documents. 

EJCDC® P-400, Bid Form for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 2 of 4 

 
 
 
 
 
 
 
 
6.02 

Bidder’s Certifications 

A.  Bidder certifies that: 

1.  This  Bid  is  genuine  and  not  made  in  the  interest  of  or  on  behalf  of  any  undisclosed 
individual or entity and is not submitted in conformity with any collusive agreement or 
rules of any group, association, organization, or corporation; 

2.  Bidder has not directly or indirectly induced or solicited any other Bidder to submit a 

false or sham Bid; 

3.  Bidder has not solicited or induced any individual or entity to refrain from bidding; and 

4.  Bidder  has  not  engaged  in  corrupt,  fraudulent,  collusive,  or  coercive  practices  in 
competing for the Procurement Contract. For the purposes of this Paragraph 6.02.A.4: 

a. 

b. 

c. 

d. 

“corrupt practice” means the offering, giving, receiving, or soliciting of anything of 
value likely to influence the action of a public official in the bidding process; 

“fraudulent practice” means an intentional misrepresentation of facts made (a) to 
influence the bidding process to the detriment of Buyer, (b) to establish bid prices 
at artificial non-competitive levels, or (c) to deprive Buyer of the benefits of free 
and open competition; 

“collusive  practice”  means  a  scheme  or  arrangement  between  two  or  more 
Bidders, with or without the knowledge of Buyer, a purpose of which is to establish 
bid prices at artificial, non-competitive levels; and 

“coercive practice” means harming or threatening to harm, directly or indirectly, 
persons or their property to influence their participation in the bidding process. 

(Remainder of page intentionally left blank.) 

EJCDC® P-400, Bid Form for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 3 of 4 

 
 
 
This Bid is offered by: 

Bidder: 

By: 

Date: 

Name: 

Title: 

(typed or printed name of organization) 

(individual’s signature) 

(date signed) 

(typed or printed) 

(typed or printed) 

(If Bidder is a corporation, a partnership, or a joint venture, attach evidence of authority to sign.) 

(individual’s signature) 

(typed or printed) 

(typed or printed) 

(typed or printed) 

Attest: 

Title: 

Address for giving notices: 

Designated Representative: 

Name: 

Title: 

Address: 

Phone: 

Email: 

License No.: 

Classification: 

Limitation: 

EJCDC® P-400, Bid Form for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 4 of 4 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
S
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DOCUMENT 00 51 00.03 
NOTICE OF AWARD 

Monticello City 

Buyer’s Project No.: 

Jones & DeMille Engineering, Inc. 

Engineer’s Project No.: 

2508-048 

Lloyd Lake Trail Bridges Procurement 

Date of Issuance: 

Buyer: 

Engineer: 

Project: 

Contract Name: 

Bidder: 

Bidder’s Address: 

You are notified that Buyer has accepted your Bid dated [Date] for the above Contract, and that you are 
the Successful Bidder and are awarded a Contract for: 
____________________________________________________________________________________. 
[Describe Work, alternates, or sections of Work awarded] 

The Contract Price of the awarded Contract is $[Contract Price]. Contract Price is subject to adjustment 
based on the provisions of the Contract, including but not limited to those governing changes, Unit Price 
Work, and Work performed on a cost-plus-fee basis, as applicable. 

3 unexecuted counterparts of the Agreement accompany this Notice of Award, and one copy of the 
Contract Documents accompanies this Notice of Award, or has been transmitted or made available to 
Bidder electronically. 

☐ Drawings will be delivered separately from the other Contract Documents. 

You must comply with the following conditions precedent within 15 14 days of the date of receipt of this 
Notice of Award: 

1.  Deliver to Buyer 3 counterparts of the Agreement, signed by Bidder (as Seller). 

2.  Deliver with the signed Agreement(s) the Contract security (such as required performance and 

payment bonds) and insurance documentation, as specified in the Instructions to Bidders and in 
the General Conditions, Articles 2 and 5. 

3.  Other conditions precedent (if any): Deliver preliminary schedules as specified in the General 

Conditions, Article 2. [Describe other conditions that require Successful Bidder’s compliance.] 

Failure to comply with these conditions within the time specified will entitle Buyer to consider you in 
default, annul this Notice of Award, and declare your Bid security forfeited. 

Within 10 days after you comply with the above conditions, Buyer will return to you one fully signed 
counterpart of the Agreement, together with any additional copies of the Contract Documents as 
indicated in Paragraph 2.02 of the General Conditions. 

Buyer: 

Monticello City 

By (signature): 

Name (printed): 

Title: 

Copy:  Engineer 

EJCDC® C-510, Notice of Award. 
Copyright© 2018 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 1 of 1 

 
 
 
 
 
 
 
 
DOCUMENT 00 52 64 
AGREEMENT BETWEEN BUYER AND SELLER FOR PROCUREMENT CONTRACT 

TABLE OF CONTENTS 

Page 

Article 1— Procurement Contract ................................................................................................................ 1 

1.01  Goods and Special Services ........................................................................................................... 1 

1.02  The Project .................................................................................................................................... 1 

1.03  Engineer ........................................................................................................................................ 1 

1.04  Point of Destination ...................................................................................................................... 1 

Article 2— Procurement Contract Times ...................................................................................................... 1 

2.01  Time of the Essence ....................................................................................................................... 1 

2.02 

Schedule of Procurement Contract Times ..................................................................................... 1 

2.03 

Shop Drawings and Samples ......................................................................................................... 2 

2.04 

Liquidated Damages ..................................................................................................................... 2 

Article 3— Procurement Contract Price ....................................................................................................... 2 

3.01  Procurement Contract Price and Total Price—Based on Attached Bid ......................................... 2 

Article 4— Payment Procedures ................................................................................................................... 3 

4.01 

Submittal and Processing of Applications for Payment ................................................................ 3 

4.02  Progress Payments; Final Payment ............................................................................................... 3 

4.03 

Interest .......................................................................................................................................... 3 

Article 5— Assignment of Procurement Contract ........................................................................................ 3 

5.01  Assignment of Contract ................................................................................................................. 3 

Article 6— Procurement Contract Documents ............................................................................................. 4 

6.01 

List of Procurement Contract Documents ..................................................................................... 4 

Article 7— Seller’s Representations and Certifications ................................................................................ 4 

7.01 

Seller’s Representations ................................................................................................................ 4 

7.02 

Seller’s Certifications ..................................................................................................................... 5 

Article 8— Confidentiality ............................................................................................................................. 5 

8.01  Confidential Information ............................................................................................................... 5 

8.02  Disclosure of Confidential Information ......................................................................................... 6 

8.03  Waiver of Immunity ...................................................................................................................... 6 

Article 9— Mutual Waiver ............................................................................................................................ 6 
EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
TOC Page 1 of 2 

9.01  Mutual Waiver of Consequential Damages .................................................................................. 6 

EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
TOC Page 2 of 2 

 
AGREEMENT BETWEEN BUYER AND SELLER 
FOR PROCUREMENT CONTRACT 

This Procurement Agreement is by and between Monticello City (“Buyer”) and [formal name of entity] 
(“Seller”). 

Terms used in this Procurement Agreement have the meanings stated in the General Conditions of the 
Procurement Contract and the Supplementary Conditions of the Procurement Contract. 

Buyer and Seller hereby agree as follows: 

ARTICLE 1—PROCUREMENT CONTRACT 

1.01  Goods and Special Services 

A.  Seller  shall  furnish  the  Goods  and  Special  Services  as  specified  or  indicated  in  the 
Procurement Contract Documents. The Goods and Special Services are generally described 
as follows: Three (3) pre-manufactured pedestrian bridges as outlined in the performance 
specifications. . 

1.02 

The Project 

A.  The Project, of which the Goods and Special Services are a part, is generally described as 
follows: Lloyd’s Lake Trail Improvement Project. The project consists of improvements to an 
existing trail around Lloyd’s Lake near Monticello Utah. The project includes the replacement 
of  three  pedestrian  bridges.  Other  improvements  include  site  drainage  and  runoff 
improvements, culvert replacement, concrete flatwork and stairs, informational kiosks, trail 
surface improvements, and bank and outlet protection improvements.  

1.03 

Engineer 

A.  Buyer has retained Jones & DeMille Engineering, Inc. ("Engineer"), to prepare Procurement 
Contract  Documents  and  act  as  Buyer's  representative.  Engineer  assumes  all  duties  and 
responsibilities and has the  rights  and authority assigned to Engineer in the Procurement 
Contract Documents in connection with Seller’s furnishing of Goods and Special Services. 

1.04 

Point of Destination 

A.  The Point of Destination is designated as: Lloyds Lake Recreational Area, Monticello, Utah 

84535. 

ARTICLE 2—PROCUREMENT CONTRACT TIMES 

2.01 

Time of the Essence 

A.  All time limits  for Milestones,  including the submittal of Shop Drawings and Samples, the 
delivery  of  Goods,  and  the  furnishing  of  Special  Services  as  stated  in  the  Procurement 
Contract Documents, are of the essence of the Procurement Contract. 

2.02 

Schedule of Procurement Contract Times 

A.  The following schedule sets forth the Procurement Contract Times: 

Exhibit B—Surety’s Consent to Assignment. 
EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 1 of 8 

Milestone  
Submit Shop Drawings 

Deliver acceptable Goods to Point 
of Destination 

Date or Days 
42  days  from 
notice 
of 
award 
84  days  from 
approval  of 
shop 
drawings 

Notes 

Delivery  may  be  made  any  time 
prior  to  due  date.  Coordinate 
delivery schedule with owner. 

2.03 

Shop Drawings and Samples 

A.  Submittal of Shop Drawings and Samples: Seller shall submit all Shop Drawings and Samples 

required by the Procurement Contract Documents to Engineer for its review and approval. 

B.  Engineer’s Review: It is the intent of the parties that Engineer will conduct its review of Shop 
Drawings  and  Samples  and  issue  its  approval,  or  a  denial  accompanied  by  substantive 
comments  regarding  information  needed  to  gain  approval,  within  14  days  after  Seller's 
submittal of such Shop Drawings and Samples, or within such longer period that is needed 
because of the quantity and quality of such submittals. Resubmittals will be limited whenever 
possible. 

2.04 

Liquidated Damages 

A.  Buyer and Seller recognize that time is of the essence as stated in Paragraph 2.01, and that 
Buyer  will  suffer  financial and  other  losses  if  the  Goods  are  not  delivered  to  the  Point  of 
Destination  and  ready  for  receipt  of  delivery  by  Buyer  within  the  time  specified  in 
Paragraph 2.02, plus any extensions thereof allowed in accordance with this Procurement 
Contract.  The  parties  also  recognize  that  the  timely  performance  of  services  by  others 
involved in the Project  is materially dependent upon Seller’s specific compliance with the 
delivery requirements of Paragraph 2.02. Further, the parties recognize the time, expense, 
and difficulties  involved in proving, in a legal or arbitration proceeding, the loss (whether 
direct, consequential, or otherwise) suffered by Buyer if complete, acceptable Goods are not 
delivered on time. Accordingly, instead of requiring any such proof, Buyer and Seller agree 
that as liquidated damages for delay (but not as a penalty) Seller shall pay Buyer $100 for 
each day that expires after the time specified in Paragraph 2.02 for delivery of acceptable 
Goods. 

ARTICLE 3—PROCUREMENT CONTRACT PRICE 

3.01 

Procurement Contract Price and Total Price—Based on Attached Bid 

A.  For furnishing the Goods and Special Services in accordance with the Procurement Contract 
Documents,  Buyer  shall  pay  Seller  the  prices  stated  in  Seller’s  Bid,  attached  hereto  as  an 
exhibit, subject to final adjustments for Unit Price Goods and Special Services and Buyer’s 
Contingency Allowance, if any, and subject to the following Buyer-accepted alternates: None. 

Exhibit B—Surety’s Consent to Assignment. 
EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 2 of 8 

 
ARTICLE 4—PAYMENT PROCEDURES 

4.01 

Submittal and Processing of Applications for Payment 

A.  Seller  shall  submit  Applications  for  Payment  in  accordance  with  Article 13  of  the  General 
Conditions and the following paragraphs. Engineer and Buyer will process such Applications 
for Payment in accordance with said Article 13. 

4.02 

Progress Payments; Final Payment 

A.  Seller  may  submit  an  Application  for  Payment  requesting  the  stated  percentage  of 

Procurement Contract Price upon attainment of each of the following Payment Line Items: 

Payment Line Item (Lump Sum) 

1.  Placement of Order (1/3 deposit) 
2.  Final Payment: After Shipment of Item Upon Receipt of Invoice from 

Seller 

Total Procurement Contract Price (Lump Sum) 

Percentage 
of Lump Sum 
33.3 

66.6 

100 

B.  For Unit Price Goods and Special Services, if any, or for payments owed to Seller as a result 
of  authorizations  by  Buyer  under  the  Buyer’s  Contingency  Allowance  (if  any),  Seller  shall 
submit a separate Application for Payment, no more frequently than monthly, that states 
(1) the  actual  quantities  of  such  Unit  Price  Goods  and  Special  Services  that  have  been 
furnished,  and  the  applicable  unit  prices;  and  (2) the  services  or  items  performed  or 
furnished under the Buyer’s Contingency Allowance, and the amounts owed. If practical, and 
at Seller’s option, Seller may apply for such unit price and Buyer’s Contingency Allowance 
payments 
in  a  separate  section  of  an  Application  for  Payment  submitted  under 
Paragraph 4.02.A for lump sum items. 

C.  Buyer shall pay Seller the amount owed under an Application for Payment within 30 days 
after  Engineer’s  presentation  to  Buyer  of  the  Application  for  Payment  and  Engineer’s 
recommendation. 

4.03 

Interest 

A.  All amounts not paid when due will bear interest as the rate of 6% percent per annum. 

ARTICLE 5—ASSIGNMENT OF PROCUREMENT CONTRACT 

5.01 

Assignment of Contract 

A.  Deleted. 

B.  No other assignment by a party hereto of any rights under or interests in the Procurement 
Contract will be binding on another party hereto without the written consent of the party 
sought to be bound. Specifically, but without limitation, Procurement Contract payments or 
other money that may become due, and Procurement Contract payments or other money 
that are due, may not be assigned without such consent (except to the extent that the effect 
of this restriction may be limited by Laws and Regulations). Unless specifically stated to the 
contrary in any written consent to such an assignment, such an assignment will not release 

Exhibit B—Surety’s Consent to Assignment. 
EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 3 of 8 

or discharge the assignor from any duty or responsibility under the Procurement Contract 
Documents. 

ARTICLE 6—PROCUREMENT CONTRACT DOCUMENTS 

6.01 

List of Procurement Contract Documents 

A.  The Procurement Contract Documents consist of the following: 

1.  This Procurement Agreement. 

2.  General Conditions of the Procurement Contract. 

3.  Supplementary Conditions of the Procurement Contract. 

4.  Procurement  Specifications  as  listed  in  the  Procurement  Specifications  table  of 

contents. 

a. 

Special Provisions for Prefabricated Pedestrian Bridge 

5.  Addenda Numbers  

6.  Exhibits to this Procurement Agreement (enumerated as follows): 

a. 

Seller’s Bid. 

b.  Exhibit A – Lloyd’s Lake Trail Bridges Procurement 

7.  The following which may be delivered or issued on or after the Effective Date of the 

Procurement Contract and are not attached hereto: 

a.  Change Orders; 

b.  Change Directives; and 

c. 

Field Orders. 

B.  The  documents  listed  in  Paragraph 6.01.A  are  attached  to  this  Procurement  Agreement 

(except as expressly noted otherwise above). 

C.  There are no Procurement Contract Documents other than those listed above. 

D.  The Procurement Contract Documents may only be amended or supplemented as provided 

in Paragraph 11.01 of the Procurement General Conditions. 

ARTICLE 7—SELLER’S REPRESENTATIONS AND CERTIFICATIONS 

7.01 

Seller’s Representations 

A. 

In  order  to  induce  Buyer  to  enter  into  this  Procurement  Agreement,  Seller  makes  the 
following representations: 

1.  Seller has examined and carefully studied the Procurement Contract Documents. 

2. 

If required by the Instructions to Bidders to visit the Point of Destination and the site 
where the Goods are to be installed or Special Services will be provided, or if, in Seller’s 
judgment, any observable local or site conditions may affect the delivery, cost, progress, 
or  furnishing  of  the  Goods  and  Special  Services,  then  Seller  has  visited  the  Point  of 

Exhibit B—Surety’s Consent to Assignment. 
EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 4 of 8 

Destination  and  site  where  the  Goods  are  to  be  installed  or  Special  Services  will  be 
provided (as applicable) and become familiar with and is satisfied as to the observable 
local and site conditions that may affect delivery, cost, progress, and furnishing of the 
Goods and Special Services. 

3.  Seller is familiar with and is satisfied as to all Laws and Regulations that may affect the 
cost, progress, and performance of Seller's obligations under the Procurement Contract. 

4.  Seller has carefully studied, considered, and correlated the information known to Seller 
with respect to the effect of such information on the cost, progress, and performance 
of Seller's obligations under the Procurement Contract. 

5.  Seller  has  given  Engineer  written  notice  of  all  conflicts,  errors,  ambiguities,  or 
discrepancies that Seller has discovered in the Procurement Contract Documents, and 
the written resolution (if any) thereof by Engineer is acceptable to Seller. 

6.  The Procurement Contract Documents are generally sufficient to indicate and convey 
understanding of all terms and conditions for performance of Seller's obligations under 
the Procurement Contract. 

7.  Seller’s  entry 

incontrovertible 
into  this  Procurement  Contract  constitutes  an 
representation  by  Seller  that  without  exception  all  prices  in  the  Procurement 
Agreement are premised upon furnishing the Goods and Special Services as required by 
the Procurement Contract Documents. 

7.02 

Seller’s Certifications 

A.  Seller certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices 
in  competing  for  or  in  executing  the  Procurement  Contract.  For  the  purposes  of  this 
Paragraph 7.02: 

1. 

2. 

3. 

4. 

“corrupt practice” means the offering, giving, receiving, or soliciting of anything of value 
likely  to  influence  the  action  of  a  public  official  in  the  bidding  process  or  in  the 
Procurement Contract execution; 

“fraudulent  practice”  means  an  intentional  misrepresentation  of  facts  made  (a) to 
influence  the  bidding  process  or  the  execution  of  the  Procurement  Contract  to  the 
detriment of Buyer, (b) to establish bid or contract prices at artificial non-competitive 
levels, or (c) to deprive Buyer of the benefits of free and open competition; 

“collusive  practice” means  a  scheme  or  arrangement  between  two  or  more  Bidders, 
with or without the knowledge of Buyer, a purpose of which is to establish bid prices at 
artificial, non-competitive levels; and 

“coercive  practice”  means  harming  or  threatening  to  harm,  directly  or  indirectly, 
persons or their property to influence their participation in the bidding process or affect 
the execution of the Procurement Contract. 

ARTICLE 8—CONFIDENTIALITY 

8.01 

Confidential Information 

A.  Confidential information is information in documents submitted by Seller that Seller clearly 
and  prominently  labels  in  writing  to  be  a  trade  secret,  proprietary,  or  confidential.  Such 

Exhibit B—Surety’s Consent to Assignment. 
EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 5 of 8 

documents,  if  any,  will  be  maintained  in  a  manner  that  endeavors  to  avoid  disclosing 
confidential information to third parties, to the extent allowed by Laws and Regulations. 

B.  Seller  shall  clearly  and  prominently  mark  confidential 

information  with  the  word 
“CONFIDENTIAL”  on  each  page  or  sheet  or  on  the  cover  of  bound  documents.  Place 
“CONFIDENTIAL”  stamps  or  watermarks  so  that  they  do  not  obscure  any  of  the  required 
information on the document, either in the original or in a way that would obscure any of 
the required information in a photocopy of the document. 

8.02  Disclosure of Confidential Information 

A. 

If Buyer is requested to disclose confidential information, or becomes legally compelled (by 
oral  questions,  interrogatories,  requests  for  information or  documents, subpoena,  civil or 
criminal investigative  demand, public information requests, or other requests under Laws 
and Regulations) to disclose confidential information, or is required by a regulatory body, 
governing agency, or controlling authority to disclose confidential information, or make any 
other disclosure that is prohibited or otherwise constrained by the Procurement Contract, 
Buyer will provide Seller with prompt notice so Seller may seek an appropriate protective 
order or other remedy. Seller will be solely responsible for submitting to the regulatory body, 
governing  agency,  or  controlling  authority  any  arguments,  briefs,  memoranda,  motions, 
authorities, or other information in opposition to disclosure. 

B.  Buyer’s  obligations  with  respect  to  confidential  information  are  nullified  by  the  following 

exceptions: 

1.  Confidential information becomes a part of the public domain through publication or 

otherwise, through no fault of the Buyer; 

2.  Buyer  can  demonstrate  through  suitable  documentation  that  the  confidential 
information  was  already  in  the  Buyer’s  possession,  and  not  previously  marked  as 
confidential,  or  was  otherwise  publicly  available  prior  to  the  Effective  Date  of  the 
Procurement Contract; 

3.  The confidential information is subsequently and independently disclosed to the Buyer 

by a third party who has a lawful right to disclose such information; 

4.  Buyer has a good faith belief that disclosure is required or justified; or 

5.  Buyer is required to disclose the confidential information by court order or by applicable 

Laws and Regulations. 

8.03  Waiver of Immunity 

A.  Notwithstanding any other provision of the Procurement Contract, it is stipulated and agreed 
that  by  accepting  confidential  information,  Buyer  has  not  and  does  not  waive  its  legal 
immunity (if any) from suit or liability. 

ARTICLE 9—MUTUAL WAIVER 

9.01  Mutual Waiver of Consequential Damages 

A.  Buyer  and  Seller  waive  against  each  other,  and  against  the  other’s  officers,  directors, 
members, partners, employees, agents, consultants, and subcontractors, any and all claims 
for or entitlement to incidental, indirect, or consequential damages arising out of, resulting 

Exhibit B—Surety’s Consent to Assignment. 
EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 6 of 8 

from,  or  related  to  the  Procurement  Contract.  If  Buyer  (Project  Owner)  assigns  this 
Procurement Contract to a construction contractor (Contractor/Assignee), then the terms of 
this  Paragraph 9.01.A will be  binding upon the Contractor/Assignee  with respect  to Seller 
and assignor. The terms of this mutual waiver do not apply to or limit any claim by either 
Buyer  or  Seller  against  the  other  based  on  any  of  the  following:  (a) contribution  or 
indemnification,  (b) liquidated  damages,  (c) costs,  losses,  or  damages  attributable  to 
personal or bodily injury,  sickness, disease, or death, or to injury  to or destruction of the 
tangible  property  of  others,  (d) intentional  or  reckless  wrongful  conduct,  or  (e) rights 
conferred by any bond provided by Seller under this Procurement Contract. 

(Remainder of page intentionally left blank.) 

Exhibit B—Surety’s Consent to Assignment. 
EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 7 of 8 

 
 
IN WITNESS WHEREOF, Buyer and Seller have  signed this Procurement Agreement. Counterparts have 
been delivered to Buyer and Seller. 

The Effective Date of the Procurement Contract is [date to be inserted at the time of execution]. 

Buyer 

Seller 

(typed or printed name of organization) 

(typed or printed name of organization) 

By: 

Date: 

Name: 

Title: 

Attest: 

Title: 

(individual’s signature) 

(date signed) 

(typed or printed) 

(typed or printed) 

(individual’s signature) 

By: 

Date: 

Name: 

Title: 

(individual’s signature) 

(date signed) 

(typed or printed) 

(typed or printed) 

(If Seller is a corporation, a partnership, or a joint venture, 
attach evidence of authority to sign.) 

Attest: 

Title: 

(individual’s signature) 

Address for giving notices: 

Address for giving notices: 

(typed or printed) 

(typed or printed) 

Designated Representative: 

Designated Representative: 

(typed or printed) 

(typed or printed) 

(typed or printed) 

(typed or printed) 

Name: 

Title: 

Address: 

Phone: 

Email: 
(If Buyer is a corporation, attach evidence of authority to 
sign. If Buyer is a public body, attach evidence of 
authority to sign and resolution or other documents 
authorizing execution of this Agreement.) 

Name: 

Title: 

Address: 

Phone: 

Email: 

Exhibit B—Surety’s Consent to Assignment. 
EJCDC® P-520, Agreement between Buyer and Seller for Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 8 of 8 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DOCUMENT 00 62 80.03 
BUYER’S ACKNOWLEDGMENT OF RECEIPT OF GOODS 

Buyer: 
Engineer: 
Seller: 
Project: 
Contract Name: 

Jones & DeMille Engineering, Inc 

Monticello City – Lloyds Lake Trail 
Lloyds Lake Trail Bridges Procurement 

Buyer’s Project No.: 
Engineer’s Project No.: 
Seller’s Project No.: 

2508-048 

This Buyer’s Acknowledgment of Receipt of Goods (Acknowledgment) applies to:  

☐ All Goods 

☐ The following specified portions of the Goods: [Specify] 

Date of delivery of the Goods to the Point of Destination: [Date] 

Date of Buyer’s visual inspection of the Goods: [Date] 

Date of this Acknowledgment: [Date] 

Buyer acknowledges: 

1.  The Goods to which this notice applies have been delivered to the Point of Destination. 

2.  Buyer has visually inspected such Goods pursuant to Paragraph 9.02.B.1 of the General Conditions 

of the Procurement Contract.  

3.  Based  on  the  visual  inspection,  such  Goods  appear  to  comply  with  the  requirements  of  the 
Procurement Contract Documents as to quantities and condition, subject to any exceptions and 
limitations in this Acknowledgment. 

4.  Such Goods are deemed received for purposes of Paragraph 9.02.B.2 of the General Conditions 

of the Procurement Contract. 

5. 

 Seller may submit its Application for Payment for the delivered Goods, subject to the terms of 
the Procurement Agreement. 

Exceptions (if any) to this  Acknowledgment: ☐ None  ☐ As follows: 

The responsibilities between Buyer and Seller for securing and storing the Goods, maintaining the Goods 
during storage, and for furnishing the Special Services, shall be as provided in the Procurement Contract.  

The following documents are attached to and made a part of this Acknowledgement: 

[List, if any, or indicate None] 

This  Acknowledgment  does  not  constitute  an  acceptance  of  any  Goods  not  in  conformance  with  the 
Procurement Contract Documents, nor is it a release of Seller's obligation to furnish all Goods and Special 
Services in accordance with the Procurement Contract. 

Buyer 

Engineer, on behalf of Buyer 

By (signature): 

Name (Printed): 

Title: 

Date: 

EJCDC® P-625, Buyer’s Acknowledgment of Receipt of Goods. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 1 of 1 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DOCUMENT 00 62 80.06 
BUYER’S NOTICE REGARDING CONFORMITY OF GOODS AND SPECIAL SERVICES 

Buyer: 
Engineer: 
Seller: 
Project: 
Contract Name: 
Notice Date: 

Jones & DeMille Engineering, Inc 

Monticello City – Lloyds Lake Trail 
Lloyds Lake Trail Bridges Procurement 

Buyer’s Project No.: 
Engineer’s Project No.:  2508-048 
Seller’s Project No.: 

Effective Date of the Procurement Contract: 

Buyer hereby gives notice to Seller that, to the best of Buyer’s knowledge, information, and belief, the 
Goods and Special Services: 

☐  Are in conformance with the Procurement Contract Documents. Upon Seller’s submittal of its final 
Application for Payment in accordance with the Procurement Contract Documents, Seller will be 
eligible for final payment, except as expressly indicated in the Procurement Contract. 

☐  Are nonconforming with the Procurement Contract Documents for the following reason(s): 

1.  [List reason(s) and clearly cite contractual provisions and factual circumstances of each] 

Seller’s Special Services were completed on: [fill in date] 

Buyer  has  consulted  with  and  received  Engineer’s  recommendation  on  conformity  of  the  Goods  and 
Special Services. 

This Buyer’s Notice Regarding Conformity of Goods and Special Services (Notice) is made expressly subject 
to the following terms and conditions to which all who receive and rely on said Notice agree: [Edit the 
following to suit the specific procurement] 

1.  This Notice is expressly subject to the terms and conditions set forth in the Procurement Contract. 

2.  This Notice is not a guarantee or warranty of Seller’s performance under the Procurement Contract, 
an acceptance of Goods and Special Services that are not in accordance with the related Procurement 
Contract  Documents,  including  but  not  limited  to  nonconforming  Goods  and  Special  Services 
discovered after final inspection, nor an assumption of responsibility for any failure of Seller to furnish 
the  Goods  and  Special  Services  thereunder  in  accordance  with  the  Procurement  Contract,  or  to 
otherwise comply with the Procurement Contract Documents or the terms of any special guarantees 
specified therein. 

3.  This Notice does not relieve Seller of any surviving obligations under the Procurement Contract and is 

subject to Buyer’s reservations of rights with respect to completion and final payment. 

Buyer 

By (signature): 

Date: 

Name (Printed): 

Title: 

EJCDC® P-626, Buyer’s Notice Regarding Conformity of Goods and Special Services. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 1 of 1 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DOCUMENT 00 63 63.03 
CHANGE ORDER NO.: [Number] 

Buyer: 
Engineer: 
Seller: 
Project: 
Contract Name: 
Date Issued: 

Monticello City 
Jones & DeMille Engineering, Inc. 

Monticello City – Lloyds Lake Trail 
Lloyds Lake Trail Bridges Procurement 

Buyer’s Project No.: 
Engineer’s Project No.: 
Seller’s Project No.: 

2508-048 

Effective Date of Change Order: 

The Contract is modified as follows upon execution of this Change Order: 

Description: 

[Description of the change] 

Attachments: 

[List documents related to the change] 

Change in Contract Price 

Original Contract Price: 

$ 

Change in Contract Times 
[State Contract Times as either a specific date or  
number of days] 

Original Contract Times: 

Substantial Completion: 
Ready for final payment: 

[Increase] [Decrease] from previously approved Change 
Orders No. 1 to No. [Number of previous Change 
Order]: 

[Increase] [Decrease] from previously approved 
Change Orders No.1 to No. [Number of previous 
Change Order]: 

$ 

Substantial Completion: 
Ready for final payment: 

Contract Price prior to this Change Order: 

Contract Times prior to this Change Order: 

$ 

Substantial Completion: 
Ready for final payment: 

[Increase] [Decrease] this Change Order: 

[Increase] [Decrease] this Change Order: 

$ 

Substantial Completion: 
Ready for final payment: 

Contract Price incorporating this Change Order: 

Contract Times with all approved Change Orders: 

Recommended by Engineer (if required) 

Authorized by Buyer 

Substantial Completion: 
Ready for final payment: 

Accepted by Seller 

  Approved by Funding Agency (if applicable) 

$ 

By: 

Title: 

Date: 

By: 

Title: 

Date: 

EJCDC® C-941, Change Order. 
Copyright© 2018 National Society of Professional Engineers, American Council of Engineering Companies 
and American Society of Civil Engineers. All rights reserved. 
Page 1 of 1 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DOCUMENT 00 72 76 
STANDARD GENERAL CONDITIONS OF THE PROCUREMENT CONTRACT 

TABLE OF CONTENTS 

Page 

Article 1— Definitions and Terminology ....................................................................................................... 1 

1.01  Defined Terms ............................................................................................................................... 1 

1.02  Terminology .................................................................................................................................. 4 

Article 2— Preliminary Matters .................................................................................................................... 5 

2.01  Delivery of Bonds and Evidence of Insurance ............................................................................... 5 

2.02  Copies of Documents .................................................................................................................... 5 

2.03  Electronic Transmittals ................................................................................................................. 6 

2.04  Preliminary Schedules ................................................................................................................... 6 

2.05  Preliminary Conference ................................................................................................................ 6 

2.06 

Safety ............................................................................................................................................ 6 

Article 3— Procurement Contract Documents ............................................................................................. 7 

3.01 

Intent ............................................................................................................................................. 7 

3.02  Reference Standards ..................................................................................................................... 7 

3.03  Reporting and Resolving Discrepancies ........................................................................................ 8 

3.04  Requirements of the Procurement Drawings and Procurement Specifications ........................... 8 

3.05  Reuse of Documents ..................................................................................................................... 9 

Article 4— Commencement and Schedule ................................................................................................... 9 

4.01  Commencement of Procurement Contract Times ........................................................................ 9 

4.02  Continuing Performance ............................................................................................................... 9 

4.03  Adjustments to Progress Schedule ............................................................................................... 9 

4.04  Delays .......................................................................................................................................... 10 

Article 5— Bonds and Insurance ................................................................................................................. 11 

5.01  Performance, Payment, and Other Bonds .................................................................................. 11 

5.02 

Insurance ..................................................................................................................................... 12 

5.03 

Surety or Insurance Companies .................................................................................................. 12 

Article 6— Licenses and Fees ...................................................................................................................... 12 

6.01 

Intellectual Property and License Fees ....................................................................................... 12 

6.02 

Seller’s Infringement ................................................................................................................... 13 

EJCDC® P-700, Standard General Conditions of the Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
TOC Page 1 of 3 

6.03  Buyer’s Infringement .................................................................................................................. 13 

Article 7— Seller’s Responsibilities ............................................................................................................. 14 

7.01  Performance of Obligations ........................................................................................................ 14 

7.02 

Labor, Materials and Equipment ................................................................................................ 14 

7.03 

Laws and Regulations .................................................................................................................. 14 

7.04 

“Or Equals” .................................................................................................................................. 15 

7.05  Taxes ........................................................................................................................................... 16 

7.06 

Submittals ................................................................................................................................... 16 

7.07 

Indemnification ........................................................................................................................... 18 

7.08  Concerning Subcontractors and Suppliers .................................................................................. 19 

Article 8— Shipping and Delivery ............................................................................................................... 19 

8.01 

Shipping ....................................................................................................................................... 19 

8.02  Delivery ....................................................................................................................................... 19 

8.03  Risk of Loss .................................................................................................................................. 19 

Article 9— Buyer’s Rights ............................................................................................................................ 20 

9.01 

Seller’s Warranties and Guarantees ........................................................................................... 20 

9.02 

Inspections and Testing .............................................................................................................. 21 

9.03  Non-Conforming Goods and Special Services ............................................................................. 22 

9.04  Correction Period ........................................................................................................................ 23 

Article 10— Engineer’s Status ..................................................................................................................... 23 

10.01 

Engineer’s Role Defined .......................................................................................................... 23 

10.02 

Duties and Responsibilities; Authority; Limitations ................................................................ 24 

Article 11— Changes ................................................................................................................................... 24 

11.01 

Amending and Supplementing the Procurement Contract .................................................... 24 

11.02 

Change Orders ........................................................................................................................ 25 

11.03 

Change Directives.................................................................................................................... 25 

11.04 

Field Orders ............................................................................................................................. 25 

11.05 

Buyer-Authorized Changes in the Goods and Special Services ............................................... 26 

11.06 

Buyer’s Contingency Allowance .............................................................................................. 26 

11.07 

Unauthorized Changes in the Goods and Special Services ..................................................... 26 

11.08 

Change of Procurement Contract Price .................................................................................. 26 

11.09 

Change of Procurement Contract Times ................................................................................. 27 

11.10 

Notification to Surety .............................................................................................................. 27 

EJCDC® P-700, Standard General Conditions of the Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
TOC Page 2 of 3 

Article 12— Claims, Disputes, and Dispute Resolution .............................................................................. 27 

12.01 

Claims ...................................................................................................................................... 27 

12.02 

Dispute Resolution Method .................................................................................................... 28 

Article 13— Payment .................................................................................................................................. 29 

13.01 

Applications for Progress Payments ....................................................................................... 29 

13.02 

Review of Applications for Progress Payments....................................................................... 29 

13.03 

Basis and Amount of Progress Payments ................................................................................ 30 

13.04 

Suspension of or Reduction in Payment ................................................................................. 30 

13.05 

Final Payment .......................................................................................................................... 32 

13.06  Waiver of Claims ..................................................................................................................... 32 

Article 14— Cancellation, Suspension, and Termination ........................................................................... 33 

14.01 

Cancellation............................................................................................................................. 33 

14.02 

Suspension of Performance by Buyer ..................................................................................... 33 

14.03 

Suspension of Performance by Seller ..................................................................................... 33 

14.04 

Breach and Termination.......................................................................................................... 33 

Article 15— Miscellaneous ......................................................................................................................... 34 

15.01 

Giving Notice ........................................................................................................................... 34 

15.02 

Controlling Law ....................................................................................................................... 34 

15.03 

Computation of Time .............................................................................................................. 34 

15.04 

Cumulative Remedies ............................................................................................................. 34 

15.05 

Survival of Obligations ............................................................................................................ 35 

15.06 

Entire Agreement .................................................................................................................... 35 

15.07 

No Waiver ............................................................................................................................... 35 

15.08 

Headings .................................................................................................................................. 35 

15.09 

Successors and Assigns ........................................................................................................... 35 

EJCDC® P-700, Standard General Conditions of the Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
TOC Page 3 of 3 

 
 
ARTICLE 1—DEFINITIONS AND TERMINOLOGY 

1.01  Defined Terms 

A.  Whenever  used  in  the  Procurement  Bidding  Requirements  or  Procurement  Contract 
Documents  and  printed  with  initial  capital  letters,  the  terms  listed  below  will  have  the 
meanings  indicated,  which  are  applicable  to  the  singular  or  plural  thereof.  In  addition  to 
terms  specifically  defined,  terms  with  initial  capital  letters  in  the  Procurement  Contract 
Documents include references to identified articles and paragraphs, and the titles of other 
documents or forms. 

1.  Addenda—Written  or  graphic  instruments  issued  prior  to  the  opening  of  Bids  which 
clarify,  correct,  or  change  the  Bidding  Requirements  or  the  proposed  Procurement 
Contract Documents. 

2.  Application  for  Payment—The  document  prepared  by  Seller,  in  a  form acceptable  to 
Buyer, to request progress or final payments, and which is to be accompanied by such 
supporting documentation as is required by the Procurement Contract Documents. 

3.  Bid—An  offer  or  proposal  of  a  prospective  Seller  submitted  on  the  prescribed  form 

setting forth the prices for the Goods and Special Services to be provided. 

4.  Bidder—An individual or entity that, as a prospective Seller, submits a Bid to Buyer. 

5.  Buyer—The individual or entity purchasing the Goods and Special Services. 

6.  Change  Directive—A  written  directive  from  Buyer  to  Seller  issued  on  or  after  the 
Effective Date of the Procurement Contract, ordering an addition, deletion, or revision 
in the Goods and Special Services. 

7.  Change  Order—A  document  which  is  signed  by  Seller  and  Buyer  and  authorizes  an 
addition,  deletion,  or  revision  to  the  Procurement  Contract  Documents  or  an 
adjustment  in  the  Procurement  Contract  Price  or  the  Procurement  Contract  Times, 
issued on or after the Effective Date of the Procurement Contract. Change Orders may 
be the result of mutual agreement by Buyer and Seller, or of resolution of a Claim. 

8.  Claim—A demand or assertion by Buyer or Seller seeking an adjustment of Procurement 
Contract Price or Procurement Contract Times, or both, or other relief with respect to 
the terms of the Procurement Contract. A demand for money or services by a third party 
is not a Claim. 

9.  Contractor/Assignee—A construction contractor with which Project Owner enters into 
a  construction  contract,  and  to  which  Project  Owner,  as  initial  Buyer,  assigns  this 
Procurement Contract. 

10.  Effective  Date  of  the  Procurement  Contract—The  date  indicated  in  the  Procurement 

Agreement on which the Procurement Contract becomes effective. 

11.  Electronic  Document—Any  Project-related 

to 
correspondence, data, documents, drawings, information, or graphics, including but not 
limited  to  Shop  Drawings  and  other  Submittals,  that  are  in  an  electronic  or  digital 
format. 

correspondence,  attachments 

EJCDC® P-700, Standard General Conditions of the Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 1 of 35 

12.  Electronic  Means—Electronic  mail  (e-mail),  upload/download  from  a  secure  Project 
website,  or  other  communications  methods  that  allow:  the  transmission  or 
communication  of  Electronic  Documents;  the  documentation  of  transmissions, 
including sending and receipt; printing of the transmitted Electronic Document by the 
recipient; the storage and archiving of the Electronic Document by sender and recipient; 
and  the  use  by  recipient  of  the  Electronic  Document  for  purposes  permitted  by  this 
Procurement Contract. Electronic Means does not include the use of text messaging, or 
of  Facebook,  Twitter,  Instagram,  or  similar  social  media  services  for  transmission  of 
Electronic Documents. 

13.  Engineer—The individual or entity designated as such in the Procurement Agreement. 

14.  Field Order—A written order issued by Engineer which requires minor changes in the 
Goods  or  Special  Services,  but  which  does  not  involve  a  change  in  the  Procurement 
Contract Price or Procurement Contract Times. 

15.  Goods—The  tangible  and  movable  personal  property  that  is  described  in  the 
Procurement  Contract  Documents,  regardless  of  whether  the  property  is  to  be  later 
attached to realty. 

16.  Goods and Special Services—The full scope of materials, equipment, other items, and 
services  to  be  furnished  by  Seller,  including  Goods,  as  defined  herein,  and  Special 
Services, if any, as defined herein. This term refers to both the Goods and the Special 
Services, or to either the Goods or the Special Services, and to any portion of the Goods 
or the Special Services, as the context requires. 

17.  Laws and Regulations; Laws or Regulations—Any and all applicable laws, statutes, rules, 
regulations, ordinances, codes, and binding decrees, resolutions, and orders of any and 
all governmental bodies, agencies, authorities, and courts having jurisdiction. 

18.  Milestone—A  principal  event  specified  in  the  Procurement  Contract  that  Seller  must 
attain by the date or within the number of days indicated, including but not limited to 
the delivery of the Goods and the furnishing of Special Services. 

19.  Notice of Award—The written notice, by Buyer to a Bidder, of Buyer’s acceptance of the 

Bid. 

20.  Point of Destination—The specific address of the location where delivery of the Goods 

will be made, as stated in the Procurement Agreement. 

21.  Procurement Agreement—The written instrument, executed by Buyer and Seller, that 
sets forth the Procurement Contract Price and Procurement Contract Times, identifies 
the parties and the Engineer, and designates the specific items that are Procurement 
Contract Documents. 

22.  Procurement  Bidding  Documents—The  Procurement  Bidding  Requirements  and  the 

proposed Procurement Contract Documents (including all Addenda). 

23.  Procurement  Bidding  Requirements—The  advertisement  or 

invitation  to  bid, 
Instructions to Bidders, Bid security of acceptable form, if any, and Bid Form with any 
supplements. 

24.  Procurement  Contract—The  entire  and integrated written agreement between Buyer 

and Seller concerning the Goods and Special Services. 

EJCDC® P-700, Standard General Conditions of the Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 2 of 35 

25.  Procurement  Contract  Documents—Those  items  so  designated  in  the  Procurement 
Agreement,  and  which  together  comprise  the Procurement  Contract.  Shop Drawings 
and other Seller submittals are not Procurement Contract Documents, even if accepted, 
reviewed, or approved by Engineer or Buyer. 

26.  Procurement  Contract  Price—The  money  that  Buyer  has  agreed  to  pay  Seller  for 
furnishing the Goods and Special Services in accordance with the Procurement Contract 
Documents. 

27.  Procurement  Contract  Times—The  times  stated  in  the  Procurement  Agreement  by 
which  the  Goods  must  be  delivered,  Special  Services  must  be  furnished,  and  other 
Milestones must be attained. 

28.  Procurement Drawings—That part of the Procurement Contract Documents prepared 
or approved by Engineer which graphically shows the scope, extent, and character of 
the Goods and Special Services to be furnished by Seller. Shop Drawings and other Seller 
submittals are not Procurement Drawings as so defined. 

29.  Procurement  Specifications—That  part  of  the  Procurement  Contract  Documents 
consisting of  written  requirements  for  materials,  equipment,  systems,  standards  and 
workmanship as applied to the furnishing of the Goods and Special Services, and certain 
administrative requirements and procedural matters applicable thereto. 

30.  Project—The  total  undertaking  to  be  accomplished  for  Project  Owner  by  engineers, 
contractors,  and  others,  including  planning,  study,  design,  construction,  testing, 
commissioning, and start-up, and of which the Goods and Special Services are a part. 

31.  Project Owner—The entity that has retained (or will retain) engineers, contractors, and 
others for the planning, study, design, construction, testing, commissioning, and start-
up of facilities and improvements. As of the Effective Date of the Procurement Contract, 
the Project Owner is the Buyer. 

32.  Samples—Physical  examples  of  materials,  equipment,  or  workmanship  that  are 
representative of some portion of the Goods and Special Services and which establish 
the standards by which such portion of the Goods and Special Services will be judged. 

33.  Schedule  of  Submittals—A  schedule,  prepared  and  maintained  by  Seller,  of  required 

Submittals and the time requirements for Engineer’s review of the Submittals. 

34.  Seller—The individual or entity furnishing the Goods and Special Services. 

35.  Shop  Drawings—All  drawings,  diagrams,  illustrations,  schedules,  and  other  data  or 
information which are specifically prepared or assembled by or for Seller and submitted 
by Seller to illustrate some portion of the Goods and Special Services. Shop Drawings, 
whether  approved  or  not,  are  not  Procurement  Drawings  and  are  not  Procurement 
Contract Documents. 

36.  Special Services—Services to be performed by Seller (or its agents or subcontractors) in 
association with the Goods to be furnished by Seller, as required by the Procurement 
Contract Documents. 

37.  Submittal—A  written  or  graphic  document,  prepared  by  or  for  Seller,  which  the 
Procurement  Contract  Documents  require  Seller  to  submit  to  Engineer,  or  that  is 
indicated as a Submittal in the Schedule of Submittals accepted by Engineer. Submittals 

EJCDC® P-700, Standard General Conditions of the Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 3 of 35 

may include Shop Drawings and Samples; schedules; product data; sustainable design 
information;  information  on  special  procedures;  testing  plans;  results  of  tests  and 
evaluations,  source  quality-control  testing  and  inspections,  and  field  or  site  quality-
control testing and inspections; warranties and certifications; suppliers’ instructions and 
reports; records of delivery of spare parts and tools; operations and maintenance data; 
record documents; and other such documents required by the Procurement Contract 
Documents.  Submittals,  whether  or  not  approved  or  accepted  by  Engineer,  are  not 
Procurement Contract Documents. Change proposals, Change Orders, Claims, notices, 
Applications  for  Payment,  and  requests  for  interpretation  or  clarification  are  not 
Submittals. 

38.  Successful Bidder—The Bidder whose Bid the Buyer accepts, and to which Buyer makes 

an award of the Procurement Contract. 

39.  Supplementary  Conditions—The  part  of  the  Procurement  Contract  that  amends  or 

supplements these General Conditions. 

40.  Unit Price Goods and Special Services—Goods and Special Services to be paid for on the 

basis of unit prices (if any). 

1.02 

Terminology 

A.  The words and terms discussed in Paragraphs 1.02.B and 1.02.C are not defined, but have 
the indicated meanings when used in the Bidding Requirements or Procurement Contract 
Documents. 

B. 

Intent of Certain Terms or Adjectives 

1.  The Procurement Contract Documents include the terms “as allowed,” “as approved,” 
“as ordered,” “as directed” or terms of like effect or import to authorize an exercise of 
professional judgment by Engineer. In addition, the adjectives “reasonable,” “suitable,” 
“acceptable,” “proper,” “satisfactory,” or adjectives of like effect or import are used to 
describe an action or determination of Engineer as to the Goods and Special Services. It 
is intended that such exercise of professional judgment, action, or determination will be 
commercially  reasonable  and  will  be  solely  to  evaluate,  in  general,  the  Goods  and 
Special  Services  for  compliance  with  the  requirements  of  and  information  in  the 
Procurement  Contract  Documents  and  conformance  with  the  design  concept  of  the 
completed Project as a functioning whole, as shown or indicated in the Procurement 
Contract Documents (unless there is a specific statement indicating otherwise). The use 
of  any  such term or adjective  will  not  be  effective  to  assign  to  Engineer  any  duty or 
authority to supervise or direct the furnishing of Goods or Special Services or any duty 
or  authority  to  undertake  responsibility  contrary  to  any  other  provision  of  the 
Procurement Contract Documents. 

2.  The word “non-conforming” when modifying the words “Goods and Special Services,” 
“Goods,”  or  “Special  Services,”  refers  to  Goods  and  Special  Services  that  are 
unsatisfactory, faulty, or deficient in that they: 

a.  do not conform to or comply with the requirements of the Procurement Contract 

Documents; 

b.  do not meet  the requirements of any applicable inspection, reference standard, 

test, or approval referred to in the Procurement Contract Documents; or 

EJCDC® P-700, Standard General Conditions of the Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 4 of 35 

c. 

in the case of Special Services, have not been completed. 

3.  The  word  “receipt”  when  referring  to  the  Goods,  means  the  physical  taking  and 

possession by the Buyer under the conditions specified in Paragraph 9.02.B.2. 

4.  The word “day” means a calendar day of 24 hours measured from midnight to the next 

midnight. 

5.  The  word  "furnish,"  when  used  in  connection  with  the  Goods  and  Special  Services 
means  to  supply  and  deliver  said  Goods  to  the  Point  of  Destination  (or  some  other 
specified location) and to perform said Special Services fully, all in accordance with the 
Procurement Contract Documents. 

C.  Procurement  Contract  Price  or  Procurement  Contract  Times:  References  to  a  change  in 
“Procurement  Contract  Price  or  Procurement  Contract  Times”  or  “Procurement  Contract 
Times  or  Procurement  Contract  Price”  or  similar,  indicate  that  such  change  applies  to 
(1) Procurement Contract Price, (2) Procurement Contract Times, or (3) both Procurement 
Contract Price and Procurement Contract Times, as warranted, even if the term “or both” is 
not expressed. 

D.  Unless  stated  otherwise  in  the  Procurement  Contract  Documents,  words  or  phrases  that 
have  a  well-known  technical  or  construction  industry  or  trade  meaning  are  used  in  the 
Procurement Contract Documents in accordance with such recognized meaning. 

ARTICLE 2—PRELIMINARY MATTERS 

2.01  Delivery of Bonds and Evidence of Insurance 

A.  When Seller delivers the executed counterparts of the Procurement Agreement to Buyer, the 
Seller  also  shall  deliver  to  Buyer  the  performance  bond  and  payment  bond  (if  the 
Procurement Contract requires Seller to furnish such bonds). 

insured 

B.  Evidence  of  Seller’s  Insurance:  When  Seller  delivers  the  signed  counterparts  of  the 
Procurement Agreement to Buyer, the Seller also shall deliver to Buyer, with copies to each 
in  the  Procurement  Contract),  the  certificates, 
additional 
endorsements,  and  other  evidence  of  insurance  required  to  be  provided  by  Seller  in 
accordance  with  Article 5.  Evidence  of  insurance  to  be  obtained  at  a  later  date,  such  as 
insurance relating to transit or storage of the Goods, will be provided to Buyer at the time of 
such insurance is obtained. 

identified 

(as 

C.  Evidence of Buyer’s Insurance: After receipt of the signed counterparts of the Procurement 
Agreement  and  all  required  bonds  and  insurance  documentation,  Buyer  shall  promptly 
deliver  to  Seller,  with  copies  to  each  additional  insured  (as  identified  in the Procurement 
Contract), certificates and other evidence of insurance (if any) required to be provided by 
Buyer. 

2.02 

Copies of Documents 

A.  Buyer shall furnish to Seller four printed copies of the Procurement Contract (including one 
fully  executed  counterpart  of  the  Procurement  Agreement),  and  one  copy  in  electronic 
portable document format (PDF). Additional printed copies will be furnished upon request 
at the cost of reproduction. 

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2.03 

Electronic Transmittals 

A.  Except as otherwise stated elsewhere in the Procurement Contract, the Buyer, Seller, and 
Engineer may send, and shall accept, Electronic Documents transmitted by Electronic Means. 

B. 

If the Procurement Contract does not establish protocols for Electronic Means, then Buyer, 
Seller, and Engineer shall jointly develop such protocols. 

C.  Subject  to  any  governing  protocols  for  Electronic  Means,  when  transmitting  Electronic 
Documents by Electronic Means, the transmitting party makes no representations as to long-
term compatibility, usability, or readability of the Electronic Documents resulting from the 
recipient’s use of software application packages, operating systems, or computer hardware 
differing from those used in the drafting or transmittal of the Electronic Documents. 

2.04 

Preliminary Schedules 

A.  Within 15 days after the Effective Date of the Procurement Contract, Seller shall submit to 

Buyer and Engineer for timely review: 

1.  a  progress  schedule  of  activities,  consistent  with  the  Procurement  Contract  Times, 
including at a minimum, Shop Drawing and Sample submittals, tests, and deliveries as 
required by the Procurement Contract Documents. 

a.  The progress schedule will be acceptable to Buyer and Engineer if it provides an 
orderly progression of the  Submittals, tests,  and deliveries to completion within 
the specified Milestones of the Procurement Contract Times. 

b.  Such  acceptance  will  not  impose  on  Buyer  or  Engineer  responsibility  for  the 
progress schedule, for sequencing, scheduling, or progress of Seller’s performance 
of  its  obligations  under  the  Procurement  Contract,  nor  interfere  with  or  relieve 
Seller from Seller’s full responsibility therefor. 

c. 

Such acceptance will not be deemed as an acknowledgment of the reasonableness 
and attainability of the schedule. 

2.  a preliminary schedule of Submittals. 

B.  No  progress  payment  will  be  made  to  Seller  until  an  acceptable  progress  schedule  and 
acceptable  schedule  of  Submittals  are  submitted  to  Buyer  and  Engineer  (and  other 
conditions applicable to progress payments are met). 

2.05 

Preliminary Conference 

A.  Within 20 days after the Procurement Contract Times start to run, a conference attended by 
Seller,  Buyer,  Engineer  and  others  as  appropriate  will  be  held  to  establish  a  working 
understanding among the parties as to the Goods and Special Services and to discuss the 
schedules referred to in Paragraph 2.04.A, procedures for handling Shop Drawings and other 
Submittals, processing Applications for Payment, and maintaining required records. 

2.06 

Safety 

A.  Buyer and Seller shall comply with all applicable Laws and Regulations relating to the safety 
of persons or property, and to the protection of persons or property from damage, injury, or 
loss. 

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B.  When Seller's personnel, or the personnel of any subcontractor to Seller, are present at the 
Point  of  Destination  or  any  work  area  or  site  controlled  by  Buyer,  the  Seller  shall  be 
responsible  for  the  compliance  by  such  personnel  with  any  applicable  requirements  of 
Buyer's safety programs that are made known to Seller. 

C. 

If Buyer or its representatives visit the Seller’s manufacturing or storage facilities, for testing, 
inspection,  or  other  purposes,  Seller  shall  inform  Buyer  in  advance  of  any  safety 
preparations, standards, or programs with which Buyer and its representatives must comply. 

ARTICLE 3—PROCUREMENT CONTRACT DOCUMENTS 

3.01 

Intent 

A.  The Procurement Contract Documents are complementary; what is called for by one is as 

binding as if called for by all. 

B.  Any labor, documentation, services, materials, or equipment that may reasonably be inferred 
from  the  Procurement  Contract  Documents  or  from  prevailing  custom  or  trade  usage  as 
being  required  to  produce  or  furnish  the  indicated  Goods  and  Special  Services  will  be 
provided, whether or not specifically called for, at no additional cost to Buyer. 

C.  Unless otherwise stated in the Procurement Contract Documents, if there is a discrepancy 
between the electronic or digital versions of the Procurement Contract Documents (including 
any printed copies derived from such electronic or digital versions) and the printed record 
version, the printed record version will govern. 

D.  The Procurement Contract supersedes prior negotiations, representations, and agreements, 

whether written or oral. 

E.  Engineer  will 

issue  clarifications  and 

interpretations  of  the  Procurement  Contract 

Documents, as provided in Paragraph 3.04. 

F.  Any  provision  or  part  of  the  Procurement  Contract  Documents  held  to  be  void  or 
unenforceable  under  any  Law  or  Regulation  will  be  deemed  stricken,  and  all  remaining 
provisions will continue to be valid and binding upon Buyer and Seller. 

3.02 

Reference Standards 

A.  Reference  to  standards,  specifications,  manuals,  or  codes  of  any  technical  society, 
organization, or association, or to Laws and Regulations, whether such reference be specific 
or by implication, means the standard, specification, manual, code, or Laws and Regulations 
in  effect  at  the  time  of  opening  of  Bids  (or  on  the  Effective  Date  of  the  Procurement 
Agreement  if  there  were  no  Bids),  except  as  may  be  otherwise  specifically  stated  in  the 
Procurement Contract Documents. 

B.  No provision of any such standard specification, manual, reference standard, or code, and 
no instruction of a supplier, will be effective to change the duties or responsibilities of Buyer, 
Seller, or Engineer from those set forth in the part of the Procurement Contract Documents 
prepared by or for Engineer. No such provision or instruction will be effective to assign to 
Buyer or Engineer any duty or authority to supervise or direct the performance of Seller’s 
obligations,  or  any  duty  or  authority  to  undertake  responsibility  inconsistent  with  the 
provisions of the part of the Procurement Contract Documents prepared by or for Engineer. 

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3.03 

Reporting and Resolving Discrepancies 

A.  Reporting Discrepancies 

1. 

Seller’s  Review  of  Procurement  Contract  Documents:  If,  before  or  during  the 
performance  of  Seller’s  obligations,  Seller  discovers any  conflict,  error,  ambiguity, or 
discrepancy within the Procurement Contract Documents, or between the Procurement 
Contract  Documents  and  (a) any  applicable  Law  or  Regulation,  (b) actual  field 
conditions,  (c) any  standard  specification,  manual,  reference  standard,  or  code,  or 
(d) any  instruction  of  any  supplier  to  Seller,  then  Seller  shall  promptly  report  it  to 
Engineer 
to 
Contractor/Assignee)  in  writing.  Seller  shall  not  proceed  with  the  Goods  and  Special 
Services affected thereby until the conflict, error, ambiguity, or discrepancy is resolved, 
by  a  clarification  or  interpretation  by  Engineer  (or  if  the  Procurement  Contract  is 
assigned,  then  by  Contractor/Assignee)  or  by  an  amendment  or  supplement  to  the 
Procurement Contract Documents issued pursuant to Article 11. 

the  Procurement  Contract 

then  directly 

is  assigned, 

(or 

if 

2.  Seller shall not be liable to Buyer or Engineer for failure to report any conflict, error, 
ambiguity, or  discrepancy in  the  Procurement  Contract  Documents  unless  Seller  had 
actual knowledge thereof. 

B.  Resolving Discrepancies: Except as may be otherwise specifically stated in the Procurement 
Contract  Documents,  the  provisions  of  the  Procurement  Contract  Documents  will  take 
precedence in resolving any conflict, error, ambiguity, or discrepancy between the provisions 
of the Procurement Contract Documents and: 

1. 

2. 

the provisions of any standard, specification, manual, code, or instruction (whether or 
not specifically incorporated by reference in the Procurement Contract Documents); or 

the provisions of any Laws or Regulations applicable to the furnishing of the Goods and 
Special  Services  (unless  such  an  interpretation  of  the  provisions  of  the  Procurement 
Contract Documents would result in violation of such Law or Regulation). 

3.04 

Requirements of the Procurement Drawings and Procurement Specifications 

A.  During the performance of Seller’s obligations and until final payment, Seller and Buyer shall 
submit  to  the  Engineer  all  matters  in  question  concerning  the  requirements  of  the 
Procurement Drawings and Procurement Specifications (sometimes referred to as requests 
for information or interpretation—RFIs), or relating to the acceptability of the Goods and 
Special  Services,  as  soon  as  possible  after  such  matters  arise.  Engineer  will  be  the  initial 
interpreter  of  the  requirements  of  the  Procurement  Drawings  and  Procurement 
Specifications, and judge of the acceptability of the Goods and Special Services thereunder. 

1.  After  assignment 

to 
shall 
Contractor/Assignee  for  response  or  administration,  and  the  Procurement  Contract 
provisions in Paragraphs 3.04.B and C will not apply. 

such  matters  directly 

(if  any)  Seller 

submit 

B.  Engineer  will  issue  with  reasonable  promptness  a  written  clarification,  interpretation,  or 
decision on the issue submitted, and if necessary, initiate an amendment or supplement to 
the Procurement Drawings or Procurement Specifications. Engineer’s written clarification, 
interpretation,  or  decision  will  be  consistent  with  the  overall  intent  of  the  Procurement 
Contract  Documents, and will be  final and binding on Seller and Buyer. If either Buyer or 
Seller  believes  that  a  written  clarification  or  interpretation  justifies  an  adjustment  in  the 

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Procurement Contract Price or Procurement Contract Times, either may make a Claim for 
such adjustment as provided in Article 12. 

C. 

If  a  submitted  matter  in  question  concerns  terms  and  conditions  of  the  Procurement 
Contract Documents that do not involve (1) the performance or acceptability of the Goods 
and  Services,  (2) the  design  (as  set  forth  in  the  Procurement  Drawings,  Procurement 
Specifications, or otherwise), or (3) other engineering or technical matters, then Engineer 
will promptly give  written notice to Buyer and Seller that Engineer is unable to provide  a 
decision or interpretation. 

3.05 

Reuse of Documents 

A.  Seller and its subcontractors and suppliers shall not: 

1.  have or acquire any title to or ownership rights in any of the Procurement Drawings, 
Procurement Specifications, or other documents (or copies of any thereof) prepared by 
or bearing the seal of Engineer or its consultants, including electronic media editions, or 
reuse any such Procurement Drawings, Procurement Specifications, other documents, 
or copies thereof, on extensions of the Project or any other project,  without written 
consent  of  Buyer  and  Engineer  and  specific  written  verification  or  adaptation  by 
Engineer; or 

2.  have  or  acquire  any  title  or  ownership  rights  in  any  other  Procurement  Contract 
Documents, reuse any such Procurement Contract Documents for any purpose without 
Buyer’s  express  written  consent,  or  violate  any  copyrights  pertaining  to  such 
Procurement Contract Documents. 

B.  The  prohibitions  of  this  Paragraph 3.05  will  survive  final  payment,  or  termination  of  the 
Procurement  Contract.  Nothing  herein  precludes  Seller  from  retaining  copies  of  the 
Procurement Contract Documents for record purposes. 

ARTICLE 4—COMMENCEMENT AND SCHEDULE 

4.01 

Commencement of Procurement Contract Times 

A.  The  Procurement  Contract  Times  will  commence  to  run  on  the  Effective  Date  of  the 

Procurement Contract. 

4.02 

Continuing Performance 

A.  Seller  shall  adhere 

in  accordance  with 
Paragraph 2.04.A., as duly adjusted, and the Goods will be delivered and the Special Services 
furnished within the Procurement Contract Times. 

the  progress  schedule  established 

to 

B.  Seller shall carry on furnishing of the Goods and Special Services and adhere to the progress 
schedule during all disputes or disagreements with Buyer. No furnishing of Goods and Special 
Services will be delayed or postponed pending resolution of any disputes or disagreements, 
except as expressly permitted herein, or as Buyer and Seller may otherwise agree in writing. 

4.03 

Adjustments to Progress Schedule 

A.  The progress schedule established in accordance with Paragraph 2.04 may be adjusted from 

time to time as provided below. 

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1.  Seller shall submit to Buyer for acceptance (to the extent indicated in Paragraph 2.04) 
proposed  adjustments  in  the  progress  schedule  that  will  not  result  in  changing  the 
Procurement  Contract  Times.  Such  adjustments  will  comply  with  any  applicable 
provisions of the Procurement Specifications. 

2.  Proposed  adjustments  in  the  progress  schedule  that  will  change  the  Procurement 
Contract Times must be submitted in accordance with the requirements of Article 11. 
Adjustments in Procurement Contract Times may only be made by a Change Order. 

4.04  Delays 

A. 

If Buyer, Engineer, or anyone for whom Buyer is responsible, delays, disrupts, or interferes 
with  Seller’s  performance  or  progress,  then  Seller  shall  be  entitled  to  an  equitable 
adjustment in Procurement Contract Price or Procurement Contract Times. 

B.  Seller shall not be entitled to an adjustment in Procurement Contract Price or Procurement 
Contract Times for delay, disruption, or interference caused by or within the control of Seller 
or anyone for whom Seller is responsible. 

C. 

If Seller’s performance or progress is delayed, disrupted, or interfered with by unanticipated 
causes not the fault of and beyond the control of Buyer, Seller, and those for which they are 
responsible, then Seller shall be entitled to an equitable adjustment in Procurement Contract 
Times.  Such  an  adjustment  will  be  Seller’s  sole  and  exclusive  remedy  for  the  delays, 
disruption,  and  interference  described  in  this  paragraph.  Causes  of  delay,  disruption,  or 
interference that may give rise to an adjustment in Procurement Contract Times under this 
paragraph include but are not limited to the following: 

1. 

severe  and  unavoidable  natural  catastrophes  such  as  fires,  floods,  epidemics,  and 
earthquakes; 

2.  abnormal weather conditions; 

3. 

4. 

inspection delays by governmental authorities, and custom delays; 

international shipping delays; 

5.  acts or failures to act of third-party entities; and 

6.  acts of war or terrorism. 

D.  Adjustments  of  Procurement  Contract  Times  or  Procurement  Contract  Price—General 
Provisions:  Seller’s  entitlement  to  an  adjustment  of  Procurement  Contract  Times  or 
Procurement Contract Price is limited as follows: 

1.  Seller’s entitlement to an adjustment of the Procurement Contract Times is conditioned 
on the delay, disruption, or interference adversely affecting an activity on the critical 
path  to completion of  Seller’s obligations,  as  of  the  time  of the  delay,  disruption,  or 
interference. 

2.  Seller shall not be entitled to an adjustment in Procurement Contract Price for any delay, 
disruption,  or  interference  if  such  delay  is  concurrent  with  a  delay,  disruption,  or 
interference caused by or within the control of Seller. Such a concurrent delay by Seller 
does  not  preclude  an  adjustment  of  Procurement  Contract  Times  to  which  Seller  is 
otherwise entitled. 

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3.  Adjustments of Procurement Contract Times or Procurement Contract Price are subject 

to the provisions of Articles 11 and 12. 

E.  Each  Seller  request  seeking  a  delay-related  increase  in  Procurement  Contract  Times  or 
Procurement  Contract  Price  must  be  supplemented  by  supporting  data  that  sets  forth  in 
detail the following: (1) the circumstances that form the basis for the requested adjustment; 
(2) the  date  upon  which  each  cause  of  delay,  disruption,  or  interference  began  to  affect 
Seller’s progress; (3) the date upon which each cause of delay, disruption, or interference 
ceased to affect Seller’s progress; (4) the number of days’ increase in Procurement Contract 
Times claimed as a consequence of each such cause of delay, disruption, or interference; and 
(5) the  impact  on  Procurement  Contract  Price.  Seller  shall  also  furnish  such  additional 
supporting documentation as Buyer or Engineer may require including, where appropriate, 
a revised progress schedule indicating all the activities affected by the delay, disruption, or 
interference, and an explanation of the effect of the delay, disruption, or interference on the 
critical path to completion. 

ARTICLE 5—BONDS AND INSURANCE 

5.01 

Performance, Payment, and Other Bonds 

A.  Seller  shall furnish a performance  bond and a payment bond, each in an amount  at least 
equal  to  the  Procurement  Contract  Price,  as  security  for  the  faithful  performance  and 
payment of Seller’s obligations under the Procurement Contract. These bonds must remain 
in effect until one year after the date when final payment becomes due or until completion 
of the correction period specified in Paragraph 9.04, whichever is later, except as provided 
otherwise by Laws or Regulations, the terms of a prescribed bond form, the Supplementary 
Conditions, or other provisions of the Procurement Contract. 

B.  Seller  shall  also  furnish  such  other  bonds  (if  any)  as  are  required  by  the  Supplementary 

Conditions or other provisions of the Procurement Contract. 

C.  All bonds must be in the form included in the Bidding Documents or otherwise specified by 
Buyer prior to execution of the Procurement Contract, except as provided otherwise by Laws 
or Regulations, and must be issued and signed by a surety named in “Companies Holding 
Certificates  of  Authority  as  Acceptable  Sureties  on  Federal  Bonds  and  as  Acceptable 
Reinsuring  Companies”  as  published  in  Department  Circular  570  (as  amended  and 
supplemented) by the Bureau of the Fiscal Service, U.S. Department of the Treasury. A bond 
signed  by  an  agent  or  attorney-in-fact  must  be  accompanied  by  a  certified  copy  of  that 
individual’s  authority  to  bind  the  surety.  The  evidence  of  authority  must  show  that  it  is 
effective on the date the agent or attorney-in-fact signed the accompanying bond. 

D.  Seller  shall  obtain  the  required  bonds  from  surety  companies  that  are  duly  licensed  or 
authorized, in the state or jurisdiction in which the Project is located, to issue bonds in the 
required amounts. 

E. 

If the surety on a bond furnished by Seller is declared bankrupt or becomes insolvent, or the 
surety ceases to meet the requirements above, then Seller shall promptly notify Buyer and 
Engineer and shall, within 20 days after the event giving rise to such notification, provide 
another bond and surety, both of which shall comply with the bond and surety requirements 
of this Procurement Contract. 

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F. 

If Seller has failed to obtain a required bond, Buyer may exercise Buyer’s termination rights 
under Article 14. 

G.  Upon request to Buyer from any subcontractor, supplier, or other person or entity claiming 
to have furnished labor, services, materials, or equipment used in the performance of Seller’s 
obligations, Buyer shall provide a copy of the payment bond to such person or entity. 

H.  Upon request to Seller from any subcontractor, supplier, or other person or entity claiming 
to have furnished labor, services, materials, or equipment used in the performance of Seller’s 
obligations, Seller shall provide a copy of the payment bond to such person or entity. 

5.02 

Insurance 

A.  Seller shall provide insurance of the types and coverages and in the amounts stipulated in 

the Supplementary Conditions. 

B.  Failure  of  Buyer  to  demand  certificates  of  insurance  or  other  evidence  of  Seller's  full 
compliance with these insurance requirements or failure of Buyer to identify a deficiency in 
compliance  from  the  evidence  provided  will  not  be  construed  as  a  waiver  of  Seller’s 
obligation to maintain such insurance. 

C.  Upon assignment of this Procurement Contract, Seller shall name the Contractor/Assignee 
as  an  additional  insured  and  comply  with  the  written  request  of  Contractor/Assignee  to 
provide evidence of insurance. 

D.  Buyer does not represent that insurance coverage and limits established in this Procurement 

Contract necessarily will be adequate to protect Seller. 

E.  The  insurance  and insurance  limits  required herein will not  be  deemed as a limitation on 
Seller’s liability under the indemnities and other rights granted to Buyer in the Procurement 
Contract. 

5.03 

Surety or Insurance Companies 

A.  All bonds and insurance required by the Procurement Contract Documents to be purchased 
and maintained by Buyer or Seller shall be obtained from surety or insurance companies that 
are  duly  licensed  or  authorized  in  the  jurisdiction  in which  the  Project  is  located  to  issue 
bonds  or  insurance  policies  for  the  limits  and  coverages  so  required.  Such  surety  and 
insurance companies must also meet such additional requirements and qualifications as may 
be provided in the Supplementary Conditions. 

ARTICLE 6—LICENSES AND FEES 

6.01 

Intellectual Property and License Fees 

A.  Except to the extent stated elsewhere in the Procurement Contract Documents, Seller is not 
transferring any patent rights, copyrights, or other intellectual property rights for the Goods 
delivered. 

B.  To  the  extent  Seller  is  manufacturing  to  Buyer’s  design,  Buyer  retains  all  patent  rights, 

copyrights, and other intellectual property rights in such design. 

C. 

If an invention, design, process, product, or device is specified in the Procurement Contract 
Documents for incorporation in the Goods or for the performance of Special Services, and if, 
to the actual knowledge of Buyer or Engineer, its use is subject to patent rights, copyrights, 

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or  other  intellectual  property  rights  calling  for  the  payment  of  a  license  fee  or  royalty  to 
others, then the existence of such rights and payment obligations will be disclosed to Seller 
in the Procurement Contract Documents. 

D.  Seller shall pay all license fees and royalties and assume all costs incident to the use or the 
furnishing  of  the  Goods,  unless  specified  otherwise  by  the  Procurement  Contract 
Documents. 

6.02 

Seller’s Infringement 

A.  Subject to Paragraph 6.01, to the fullest extent permitted by Laws and Regulations, Seller 
shall indemnify and hold harmless Buyer, Engineer, and their officers, directors, members, 
partners, employees, agents, consultants, contractors, and subcontractors, from and against 
all claims, costs, losses, damages, and judgments (including but not limited to all reasonable 
fees and charges of engineers, architects, attorneys and other professionals and all court or 
arbitration or other dispute resolution costs) arising out of or relating to any infringement or 
alleged infringement of any patent, copyright, or other intellectual property right by any of 
the Goods as delivered or Special Services as performed. 

B.  Buyer will promptly notify Seller in writing of any claim, suit, or threat of suit by a third party 
for any infringement or alleged infringement of any patent, copyright, or other intellectual 
property right with respect to the Goods as delivered or Special Services as performed. 

C.  Seller shall promptly defend or settle the claim or suit. Seller shall have control over such 

claim or suit, bear all expenses, and satisfy any adverse judgment. 

1. 

2. 

If Seller fails to defend such suit or claim after written notice by Buyer, Seller will be 
bound,  in  any  subsequent  suit  or  claim  against  Seller  by  Buyer,  by  any  factual 
determination in the prior suit or claim. 

If Buyer fails to provide Seller the opportunity to defend such suit or claim, Buyer shall 
be barred from any remedy against Seller for such suit or claim. 

D. 

If a determination is made that Seller has infringed upon the intellectual property rights of 
another,  Seller  may,  at  Seller’s  own  expense,  obtain  the  necessary  licenses  for  Buyer’s 
benefit, or replace the Goods and provide related design and construction, consistent with 
the requirements of the Procurement Contract Documents, to avoid the infringement. 

6.03 

Buyer’s Infringement 

A.  Subject  to  Paragraph 6.01,  and  to  the  fullest  extent  permitted  by  Laws  and  Regulations, 
Buyer  shall  be  responsible  to  Seller  for  any  infringement  or  alleged  infringement  of  any 
patent, copyright, or other intellectual property right caused by Seller’s compliance with the 
Procurement  Drawings  or  Procurement  Specifications,  and  will  reimburse  Seller  for  any 
license fee or royalties paid by Seller to others if such payment resulted from any invention, 
design,  process,  product,  or  device  specified  to  be  furnished  or  performed  in  the 
Procurement Drawings or Procurement Specifications, but not identified as being subject to 
payment of such license fee or royalty. 

B.  Seller will promptly notify Buyer in writing of any claim, suit, or threat of suit by a third party 
for intellectual property infringement arising from Seller’s compliance with the Procurement 
Drawings or Procurement Specifications. 

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C.  Buyer shall defend or settle the claim or suit. Buyer shall have control over such claim or suit, 

bear all expenses, and satisfy any adverse judgment. 

1. 

2. 

If Buyer fails to defend such suit or claim after written notice by Seller, Buyer will be 
bound,  in  any  subsequent  suit  or  claim  against  Buyer  by  Seller,  by  any  factual 
determination in the prior suit or claim. 

If Seller fails to provide Buyer the opportunity to defend such suit or claim, Seller shall 
be barred from any remedy against Buyer for such suit or claim. 

ARTICLE 7—SELLER’S RESPONSIBILITIES 

7.01 

Performance of Obligations 

A.  Seller  shall  be  solely  responsible  for  the  means,  methods,  techniques,  sequences,  and 
procedures  necessary  to  perform  its  obligations  in  accordance  with  the  Procurement 
Contract Documents. 

B.  Seller shall supervise, inspect, and direct the furnishing of the Goods and Special Services 
competently  and  efficiently,  devoting  such  attention  thereto  and  applying  such  skills  and 
expertise as may be necessary to perform its obligations in accordance with the Procurement 
Contract Documents. 

C.  Seller  shall  coordinate  the  provision  of  Special  Services  to  avoid  or  limit  interference  or 
disruption of other activities at the location where the Special Services are to occur, including 
but not limited to ongoing facility operations and construction activities. 

7.02 

Labor, Materials and Equipment 

A.  Seller  shall  provide  competent,  qualified  and  trained  personnel  in  all  aspects  of  its 

performance of the Procurement Contract. 

B.  All Goods, and all equipment and material incorporated into the Goods, must be as specified, 

and unless specified otherwise in the Procurement Contract Documents, must be: 

1.  new, and of good quality; 

2.  protected,  assembled,  connected,  cleaned,  and  conditioned  in  accordance  with  the 

original manufacturer’s instructions; and 

3. 

shop-assembled to the greatest extent practicable. 

7.03 

Laws and Regulations 

A.  Seller  shall  give  all  notices  required  by  and  shall  comply  with  all  Laws  and  Regulations 
applicable  to  the  performance  of  its  obligations  in  accordance  with  the  Procurement 
Contract  Documents.  Except  where  otherwise  expressly  required  by  such  Laws  and 
Regulations,  neither  Buyer  nor  Engineer  shall  be  responsible  for  monitoring  Seller’s 
compliance with any Laws or Regulations. 

B. 

If Seller furnishes Goods and Special Services knowing or having reason to know that such 
furnishing is contrary to Laws or Regulations, Seller shall bear all claims, costs, losses, and 
damages (including but not limited to all fees and charges of engineers, architects, attorneys, 
and other professionals and all court or arbitration or other dispute resolution costs) arising 
out of or relating to such performance. It will not be Seller’s responsibility to make certain 

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that the Procurement Specifications and Procurement Drawings are in accordance with Laws 
and  Regulations,  but  this  provision  will  not  relieve  Seller  of  Seller’s  obligations  under 
Paragraph 3.03. 

C.  Changes in Laws or Regulations not known at the time of opening of Bids (or, on the Effective 
Date of the Procurement Contract if there were no Bids) that have a direct effect on the cost 
or time of Seller’s performance will be the subject of an adjustment in Procurement Contract 
Price or Procurement Contract Times. If Buyer and Seller are unable to agree on entitlement 
to or on the amount or extent, if any, of any such adjustment, a Claim may be made therefor 
as provided in Article 12. 

7.04 

“Or Equals” 

A.  Whenever an item of material or equipment to be incorporated into the Goods is specified 
or described in the Procurement Contract Documents by using the names of one or more 
proprietary items or specific suppliers or manufacturers, the specification or description is 
intended  to  establish  the  type,  function,  appearance,  and  quality  required.  Unless  the 
specification or description contains or is followed by words reading that no like, equivalent, 
or  “or  equal”  item  is  permitted,  other  items  of  material  or  equipment  or  material  or 
equipment of other suppliers or manufacturers may be submitted to Buyer for Engineer’s 
review. 

1. 

If in Engineer’s sole discretion, such an item of material or equipment proposed by Seller 
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. 

2.  For the purposes of this paragraph, a proposed item of material or equipment may be 
considered functionally equal to an item so named only if in the exercise of reasonable 
judgment,  Engineer  determines  that:  1) it  is  at  least  equal  in  quality,  durability, 
appearance,  strength,  and  design  characteristics;  2) it  will  reliably  perform  at  least 
equally well the function imposed by the design concept of the completed Project as a 
functioning  whole;  3) it  has  an  acceptable  record  of  performance  and  availability  of 
responsive service; and (4) Seller certifies that if approved: a) there will be no increase 
in  any  cost,  including  capital,  installation  or  operating  costs,  to  Buyer;  and  b) the 
proposed  item  will  conform  substantially  to  the  detailed  requirements  of  the  item 
named in the Procurement Contract Documents. 

B.  Engineer’s Evaluation: Engineer will be allowed a reasonable time within which to evaluate 
each proposal or  Submittal made  pursuant  to Paragraph 7.04.A. Engineer will be  the sole 
judge  of  whether  to  accept  or  reject  such  a  proposal  or  Submittal.  No  “or  equal”  will  be 
ordered,  manufactured  or  utilized  until  Engineer’s  review  is  complete,  which  will  be 
evidenced by an approved Shop Drawing. Engineer will advise Buyer and Seller in writing of 
any  negative  determination.  Notwithstanding  Engineer’s  approval  of  an  “or-equal”  item, 
Seller shall remain obligated to comply with the requirements of the Procurement Contract 
Documents. 

C.  Special  Guarantee:  Buyer  may  require  Seller  to  furnish  at  Seller’s  expense  a  special 
performance guarantee or other surety with respect to any such proposed “or-equal.” 

D.  Data:  Seller  shall  provide  all  data  in  support  of  any  such  proposed  “or  equal”  at  Seller’s 

expense. 

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7.05 

Taxes 

A.  Seller shall pay all taxes and duties arising out of the sale of the Goods and the performance 
of  Special  Services.  All  taxes  and  duties  are  included  in  the  Procurement  Contract  Price, 
except as noted in the Supplementary Conditions. 

7.06 

Submittals 

A.  Shop Drawing and Sample Requirements 

1.  Before submitting a Shop Drawing or Sample, Seller shall: 

a. 

review and coordinate the Shop Drawing or Sample with other Shop Drawings and 
Samples and with the requirements of the Procurement Contract Documents; 

b.  determine and verify: 

1)  all  field  measurements,  quantities,  dimensions,  specified  performance  and 
design  criteria,  installation  requirements,  materials,  catalog  numbers,  and 
similar information with respect to the Submittal; and 

2) 

the  suitability  of  all  materials  and  equipment  offered  with  respect  to  the 
indicated application, fabrication, shipping, handling, storage, assembly, and 
installation pertaining to the performance of Seller’s obligations. 

c. 

confirm that the Submittal is complete with respect to all related data included in 
the Submittal. 

2.  Each Shop Drawing or Sample must bear a stamp or specific written certification that 
Seller  has  satisfied  its  obligations  under  the  Procurement  Contract  Documents  with 
respect to Seller’s review of that Submittal, and that Seller approves the Submittal. 

3.  With each Shop Drawing or Sample, Seller shall give Engineer specific written notice of 
any variations that the Submittal may have from the requirements of the Procurement 
Contract Documents. This notice will be set forth in a written communication separate 
from the Submittal; and, in addition, in the case of a Shop Drawing by a specific notation 
made on the Shop Drawing itself. 

B.  Submittal  Procedures  for  Shop  Drawings  and  Samples:  Seller  shall  label  and  submit  Shop 
Drawings and Samples to Engineer for review and approval in accordance with the accepted 
Schedule of Submittals. 

1. 

Shop Drawings 

a. 

Seller  shall  submit  the  number  of  copies  required 
Specifications. 

in  the  Procurement 

b.  Data shown on the Shop Drawings must be complete with respect to quantities, 
dimensions, specified performance and design criteria, materials, and similar data 
to  show  Engineer  the  services,  materials,  and  equipment  Seller  proposes  to 
provide, and to enable Engineer to review the information for the limited purposes 
required by Paragraph 7.06.C. 

2. 

Samples 

a. 

Seller  shall  submit  the  number  of  Samples  required  in  the  Procurement 
Specifications. 

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b.  Seller shall clearly identify each Sample as to material, supplier, pertinent data such 
as catalog numbers, the use for which intended and other data as Engineer may 
require  to  enable  Engineer  to  review  the  Submittal  for  the  limited  purposes 
required by Paragraph 7.06.C. 

3.  Where a Shop Drawing or Sample is required by the Procurement Contract Documents 
or the Schedule of Submittals, any related work performed by Seller prior to Engineer’s 
review  and  approval  of  the  pertinent  Submittal  will  be  at  the  sole  expense  and 
responsibility of Seller. 

C.  Engineer’s Review of Shop Drawings and Samples 

1.  Engineer will provide timely review of Shop Drawings and Samples in accordance with 
the  accepted  Schedule  of  Submittals.  Engineer’s  review  and  approval  will  be  only  to 
determine if the items covered by the Submittals will, after installation or incorporation 
in the Goods, comply with the requirements of the Procurement Contract Documents, 
and be compatible with the design concept of the completed Project as a functioning 
whole as indicated by the Procurement Contract Documents. 

2.  Engineer’s  review  and  approval  will  not  extend  to  means,  methods,  techniques, 
sequences, or procedures of construction, manufacturing, fabrication, installation, or 
shipping, or to safety precautions or programs incident thereto. 

3.  Engineer’s review and approval of a separate item as such will not indicate approval of 

the assembly in which the item functions. 

4.  Engineer’s review and approval of a Shop Drawing or Sample will not relieve Seller from 
responsibility  for  any  variation  from  the  requirements  of  the  Procurement  Contract 
Documents unless Seller has complied with the requirements of Paragraph 7.06.A.3 and 
Engineer has given written approval of each such variation by specific written notation 
thereof  incorporated  in or  accompanying  the  Shop Drawing or  Sample.  Engineer will 
document  any  such  approved  variation  from  the  requirements  of  the  Procurement 
Contract  Documents  in  a  Field  Order  or  other  appropriate  Procurement  Contract 
modification. 

5.  Engineer’s review and approval of a Shop Drawing or Sample will not relieve Seller from 

responsibility for complying with the requirements of Paragraphs 7.06.A and B. 

6.  Engineer’s review and approval of a Shop Drawing or Sample, or of a variation from the 
requirements  of  the  Procurement  Contract  Documents,  will  not,  under  any 
circumstances, change the Procurement Contract Times or Procurement Contract Price, 
unless such changes are included in a Change Order. 

7.  Neither Engineer’s receipt, review, acceptance or approval of a Shop Drawing or Sample 

will result in such item becoming a Procurement Contract Document. 

8.  Seller  shall  furnish  Goods  that  comply  with  the  requirements  and  commitments  set 
forth  in  approved  Shop  Drawings  and  Samples,  subject  to  the  provisions  of 
Paragraph 7.06.C.4. 

D.  Resubmittal Procedures for Shop Drawings and Samples 

1.  Seller shall make corrections required by Engineer and shall return the required number 
of corrected copies of Shop Drawings and submit, as required, new Samples for review 

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and approval. Seller shall direct specific attention in writing to revisions other than the 
corrections called for by Engineer on previous Submittals. 

2.  Seller  shall  furnish  required  Shop  Drawing  and  Sample  Submittals  with  sufficient 
information and accuracy to obtain required approval of an item with no more than two 
resubmittals. Engineer will record Engineer’s time for reviewing a third or subsequent 
resubmittal of a Shop Drawing or Sample, and Seller shall be responsible for Engineer’s 
charges to Buyer for such time. Buyer may impose a set-off against payments due Seller 
to secure reimbursement for such charges. 

3. 

If Seller requests a change of a previously approved Shop Drawing or Sample, Seller shall 
be  responsible  for  Engineer’s  charges  to  Buyer  for  its  review  time,  and  Buyer  may 
impose a set-off against payments due Seller to secure reimbursement for such charges, 
unless the need for such change is beyond the control of Seller. 

E. 

Submittals Other than Shop Drawings and Samples 

1.  The following provisions apply to all Submittals other than Shop Drawings and Samples: 

a. 

Seller  shall  submit  all  such  Submittals  to  the  Engineer  in  accordance  with  the 
schedule of Submittals and pursuant to the applicable terms of the Procurement 
Contract Documents. 

b.  Engineer will provide timely review of all such Submittals in accordance with the 
schedule  of  Submittals  and  return  such  Submittals  with  a  notation  of  either 
Accepted or Not Accepted. Any such Submittal that is not returned within the time 
established in the schedule of Submittals will be deemed accepted. 

c. 

d. 

Engineer’s review will be only to determine if the Submittal is acceptable under the 
requirements  of  the  Procurement  Contract  Documents  as  to  general  form  and 
content of the Submittal. 

If any such Submittal is not accepted, Seller shall confer with Engineer regarding 
the reason for the non-acceptance, and resubmit an acceptable document. 

2.  Procedures for the submittal and acceptance of the Progress Schedule, the Schedule of 
Submittals, and the Schedule of Values are set forth in Paragraphs 2.04 and 2.05. 

7.07 

Indemnification 

A.  To  the  fullest  extent  permitted  by  Laws  and  Regulations,  Seller  shall  indemnify  and  hold 
harmless  Buyer,  Engineer,  Project  Owner,  and  any  assignee  of  Buyer, 
including 
Contractor/Assignee,  and their  officers,  directors, members,  partners,  employees,  agents, 
consultants, contractors, and subcontractors, from and against all claims, costs, losses, and 
damages (including but not limited to all fees and charges of engineers, architects, attorneys, 
and other professionals and all court or arbitration or other dispute resolution costs) arising 
out of or relating to the performance of Seller's obligations under the Procurement Contract, 
provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, 
disease, or death, or to injury to or destruction of tangible property (other than the Goods 
themselves), including the loss of use resulting therefrom, but only to the extent caused by 
any  negligent  act  or  omission  of  Seller,  or  any  individual  or  entity  directly  or  indirectly 
employed by Seller or anyone for whose acts Seller may be liable. 

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B. 

In  any  and  all  claims  against  Buyer,  Engineer,  Project  Owner,  or  any  assignee  of  Buyer, 
including Contractor/Assignee, or their officers, directors, members, partners, employees, 
agents,  consultants,  contractors,  or  subcontractors,  by  any  employee  (or  the  survivor  or 
personal representative of such employee) of Seller, any subcontractor, any supplier, or any 
individual or entity directly or indirectly employed by any of them to furnish any of the Goods 
and Special Services, or anyone for whose acts any of them may be liable, the indemnification 
obligation under  Paragraph 7.07.A  will  not be  limited in any way by any limitation on the 
amount or type of damages, compensation, or benefits payable by or for Seller or any such 
subcontractor,  supplier,  or  other  individual  or  entity  under  workers’  compensation  acts, 
disability benefit acts, or other employee benefit acts. 

7.08 

Concerning Subcontractors and Suppliers 

A.  Seller may retain subcontractors and suppliers for the performance of parts of the furnishing 
of the Goods and Special Services. The Seller’s retention of a subcontractor or supplier will 
not relieve Seller’s obligation to Buyer to perform and complete the furnishing the Goods 
and Special Services in accordance with the Procurement Contract Documents. 

ARTICLE 8—SHIPPING AND DELIVERY 

8.01 

Shipping 

A.  Seller  shall  select  the  carrier  and  bear  all  costs  of  packaging,  transportation,  insurance, 

special handling, and all other costs associated with shipment and delivery. 

8.02  Delivery 

A.  Seller shall deliver the Goods free on board (FOB) to the Point of Destination, freight prepaid, 
in  accordance  with  the  Procurement  Contract  Times  set  forth  in  the  Procurement 
Agreement, or other date agreed to by Buyer and Seller. 

B.  At least 10 days before shipment, Seller shall provide written notice to Buyer of the manner 
of shipment and the anticipated delivery date. The notice must also include any instructions 
concerning special equipment or services required at the Point of Destination to unload and 
care for the Goods. Seller shall also require the carrier to give Buyer at least 24 hours’ notice 
by telephone prior to the anticipated time of delivery. 

C.  Buyer will be responsible and bear all costs for unloading the Goods from carrier. 

D.  Buyer will assure that adequate facilities are available to receive delivery of the Goods at the 

time established for delivery, or on another date agreed to by Buyer and Seller. 

E.  No  partial  deliveries  will  be  allowed,  unless  permitted  or  required  by  the  Procurement 

Contract Documents or agreed to in writing by Buyer. 

F.  Provisions governing inspection on delivery are set forth in Paragraph 9.02. 

8.03 

Risk of Loss 

A.  Risk of loss and insurable interests transfer from Seller to Buyer upon Buyer’s receipt of the 

Goods. 

B.  Notwithstanding  the  provisions  of  Paragraph 8.03.A,  if  Buyer  rejects  the  Goods  as  non-
conforming, the risk of loss on such Goods will remain with Seller until Seller corrects the 
non-conformity  or  Buyer  accepts  the  Goods.  If  rejected  Goods  remain  at  the  Point  of 

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Destination  pending  modification  and  acceptance,  then  Seller  shall  be  responsible  for 
arranging adequate protection and maintenance of the Goods at Seller's expense. 

ARTICLE 9—BUYER’S RIGHTS 

9.01 

Seller’s Warranties and Guarantees 

A.  Seller warrants and guarantees to Buyer that the title to the Goods conveyed will be proper, 
its transfer rightful, and free from any security interest, lien, or other encumbrance. Seller 
shall  defend,  indemnify,  and  hold  Buyer  harmless  against  any  liens,  claims,  or  demands 
contesting or affecting title of the Goods conveyed. 

B.  Seller warrants and guarantees to Buyer that all Goods and Special Services will conform with 
the Procurement Contract Documents, and with the standards established by any Samples 
approved by Engineer. Engineer shall be entitled to rely on Seller’s warranty and guarantee. 
If the Procurement Contract Documents do not otherwise specify the characteristics or the 
quality of the Goods, the Goods must comply with the requirements of Paragraph 7.02.B. 

C.  Seller’s warranty and guarantee hereunder excludes defects or damage caused by: 

1.  abuse,  improper  modification,  improper  maintenance,  or  improper  operation  by 

persons other than Seller; 

2.  excessive  corrosion  or  chemical  attack,  unless  corrosive  or  chemically-damaging 
conditions were disclosed by Buyer in the Procurement Contract Documents and the 
Procurement Contract Documents required the Goods to withstand such conditions; 

3.  use in a manner contrary to Seller's written instructions for installation, operation, and 

maintenance; or 

4.  normal wear and tear under normal usage. 

D.  Seller's  obligation  to  furnish  the  Goods  and  Special  Services  in  accordance  with  the 
Procurement Contract Documents will be absolute. None of the following will constitute an 
acceptance of Goods and Special Services that are non-conforming, or a release of Seller’s 
obligation  to  furnish  the  Goods  and  Special  Services in  accordance  with  the Procurement 
Contract Documents: 

1.  observations by Buyer, Engineer, or Project Owner; 

2. 

recommendation by Engineer or payment by Buyer of any progress or final payment; 

3.  use of the Goods by Buyer or Project Owner; 

4.  any acceptance by Buyer, Engineer, or Project Owner, or any failure to do so; 

5. 

6. 

the end of the correction period established in Paragraph 9.04; 

the issuance of a notice of acceptance; 

7.  any inspection, test or approval by others; or 

8.  any  correction  of  non-conforming  Goods  and  Special  Services  by  Buyer  or  Project 

Owner. 

E.  Buyer shall promptly notify Seller of any breach of Seller’s warranties or guarantees. 

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9.02 

Inspections and Testing 

A.  General Provisions 

1.  The  Procurement  Contract  Documents  specify  required  inspections  and  tests.  Buyer 
shall have the right to perform, or cause to be performed, reasonable inspections and 
require reasonable tests of the Goods at Seller’s facility, and at the Point of Destination. 
Seller shall allow Buyer a reasonable time to perform such inspections or tests. 

2.  Seller shall reimburse Buyer for all expenses, except for travel, lodging, and subsistence 
expenses of Buyer’s and Engineer's representatives, for inspections and tests specified 
in the Procurement Contract Documents. If as the result of any such specified testing 
the Goods are determined to be non-conforming, then Seller shall also bear the travel, 
lodging,  and  subsistence  expenses  of  Buyer’s  and  Engineer's  representatives,  and  all 
expenses of re-inspection or retesting. 

3.  Buyer  shall  bear  all  expenses  of  inspections  and  tests  that  are  not  specified  in  the 
Procurement Contract Documents (other than any re-inspection or retesting resulting 
from  a  determination  of  non-conformity,  as  set  forth  in  Paragraph 9.03);  provided, 
however, that if as the result of any such non-specified inspections or testing the Goods 
are  determined  to  be  non-conforming,  then  Seller  shall  bear  all  expenses  of  such 
inspections and testing, and of any necessary re-inspection and retesting. 

4.  Seller  shall  provide  Buyer timely written  notice  of  the  readiness  of  the  Goods  for  all 
inspections, tests, or approvals which the Procurement Contract Documents specify are 
to be observed by Buyer prior to shipment. 

5.  Buyer will give Seller timely notice of all specified tests, inspections, and approvals of 
the Goods which are to be conducted at the Point of Destination, and a representative 
of Seller will attend such tests, inspections, and approvals. 

6. 

If, on the basis of inspections or testing, the Goods appear to be conforming, Buyer will 
give Seller prompt notice thereof. If on the basis of inspections or testing, the Goods 
appear  to  be  non-conforming,  Buyer  will  give  Seller  prompt  notice  thereof  and  will 
advise Seller of the remedy Buyer elects under the provisions of Paragraph 9.03. 

7.  Neither payments made by Buyer to Seller prior to any tests or inspections, nor any tests 
or  inspections,  will  constitute  acceptance  of  non-conforming  Goods,  or  prejudice 
Buyer’s rights under the Procurement Contract. 

B.  Visual Inspection on Delivery 

1.  Buyer will visually inspect the Goods upon delivery solely for purposes of identifying the 
Goods, general verification of quantities, and observation of apparent condition. Such 
visual inspection will not be construed as final or as receipt of any Goods and Special 
Services that, as a result of subsequent inspections and tests, are determined to be non-
conforming. 

2. 

If, on the basis of the visual inspection specified in Paragraph 9.02.B.1, the Goods appear 
to  comply  with  the  requirements  of  the  Procurement  Contract  Documents  as  to 
quantities  and  condition,  then  within  10 days  of  delivery  Buyer  shall  issue  to  Seller 
Buyer’s acknowledgment of the receipt of Goods. 

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C.  Final Inspection 

1.  After all of the Goods have  been incorporated into the Project, tested in accordance 
with such testing requirements as are specified, and are functioning as required, and 
Seller  has  performed  and  completed  all  Special  Services,  Buyer  will  make  a  final 
inspection. 

2. 

3. 

If,  on the  basis of  the  final  inspection,  Buyer  determines  that  the  Goods and  Special 
Services are  conforming, Buyer’s  notice  thereof will constitute  Buyer’s acceptance of 
the Goods and Special Services, subject to any limitations stated in the notice. 

If,  on  the  basis  of  the  final  inspection,  the  Goods  and  Special  Services  are  non-
conforming, Buyer will identify the non-conformity in writing. 

9.03  Non-Conforming Goods and Special Services 

A. 

If, on the basis of inspections and testing prior to delivery, the Goods and Special Services 
are found to be non-conforming, or if at any time after Buyer has acknowledged receipt of 
delivery  and  before  the  expiration  of  the  correction  period  described  in  Paragraph 9.04, 
Buyer determines that the Goods and Special Services are non-conforming, then Seller shall 
promptly, without cost to Buyer and in response to written instructions from Buyer, either 
correct such non-conforming Goods and Special Services, or, if Goods are rejected by Buyer, 
remove and replace the non-conforming Goods with conforming Goods, including all work 
required for reinstallation. 

B.  Buyer’s Rejection of Non-Conforming Goods 

1. 

If  Buyer  elects  to  reject  the  Goods  in  whole  or  in  part,  Buyer’s  notice  to  Seller  will 
describe in sufficient detail the non-conforming aspect of the Goods. If Goods have been 
delivered to Buyer, Seller shall promptly, and within the Procurement Contract Times, 
remove and replace the rejected Goods. 

2.  Seller shall bear all costs, losses and damages attributable to the removal, replacement, 

reinspection, and retesting of the non-conforming Goods. 

3.  Upon rejection of the Goods, Buyer retains a security interest in the Goods to the extent 

of any payments made and expenses incurred in their testing and inspection. 

C.  Buyer’s Rejection of Non-Conforming Special Services 

1. 

If  at  any  time  Buyer  elects  to  reject  the  Special  Services  in  whole or  in  part,  Buyer’s 
notice to Seller will describe in sufficient detail the non-conforming aspect of the Special 
Services. 

2.  Seller shall promptly provide conforming Special Services acceptable to Buyer. 

3. 

If  Seller  fails  to  provide  conforming  Special  Services,  Buyer  may  remove  the  Special 
Services  from  the  scope  of  the  Procurement  Contract,  and  equitably  reduce  the 
Procurement Contract Price. 

D.  Remedying Non-Conforming Goods: If Buyer elects to permit the Seller to modify the Goods 
to  correct  the  non-conformance,  then  Seller  shall  promptly  provide  a  schedule  for  such 
modifications and shall make the Goods conforming within a reasonable time. 

E.  Buyer’s  Acceptance  of  Non-Conforming  Goods:  Instead  of  requiring  correction or  removal 
and replacement of non-conforming Goods discovered either before or after final payment, 

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Buyer may accept the non-conforming Goods. Seller shall bear all reasonable costs, losses, 
and damages attributable to Buyer’s evaluation of and determination to accept such non-
conforming Goods. 

F. 

Seller Obligations: Seller shall pay all claims, costs, losses, and damages, including but not 
limited to all fees and charges for re-inspection, retesting and for any engineers, architects, 
attorneys and other  professionals, and all court or arbitration or other dispute resolution 
costs arising out of or relating to the  non-conforming Goods and Special Services. Seller's 
obligations will include the costs of the correction or removal and replacement of the non-
conforming Goods and the replacement of property of Buyer and others destroyed by the 
correction  or  removal  and  replacement  of  the  non-conforming  Goods,  and  obtaining 
conforming Special Services from others. 

G.  Buyer's Rejection of Conforming Goods: If Buyer asserts that Goods and Special Services are 
non-conforming and such Goods and Special Services are determined to be conforming, or if 
Buyer rejects as non-conforming Goods and Special Services that are later determined to be 
conforming, then Seller shall be entitled to reimbursement from Buyer of costs incurred by 
Seller  in inspecting, testing, correcting, removing, or replacing the conforming Goods and 
Special  Services,  including  but  not  limited  to  fees  and  charges  of  engineers,  architects, 
attorneys and other  professionals, and all court or arbitration or other dispute resolution 
costs associated with the incorrect assertion of non-conformance or rejection of conforming 
Goods and Special Services. 

9.04 

Correction Period 

A.  Seller’s responsibility for correcting all non-conformities in the Goods and Special Services 
will extend for a period of one year after the acceptance of the Goods and Special Services 
in accordance with Paragraph 9.02.C.2. 

B.  Where non-conforming Goods and Services (and damage to other work resulting therefrom) 
have been corrected or removed and replaced under this paragraph, the correction period 
hereunder with respect to such Goods and Services will be extended for an additional period 
of  one  year  after  such  correction  or  removal  and  replacement  has  been  satisfactorily 
completed. 

C.  Seller’s  obligations  under  this  paragraph  are  in  addition  to  all  other  obligations  and 
warranties. The provisions of this paragraph may not be construed as a substitute for, or a 
waiver of, the provisions of any applicable statute of limitation or repose. 

ARTICLE 10—ENGINEER’S STATUS 

10.01  Engineer’s Role Defined 

A.  Engineer  will  be  Buyer’s  representative  until  assignment  (if  any)  of  the  Procurement 

Contract. 

B.  The  duties  and  responsibilities  and  the  limitations  of  authority  of  Engineer  prior  to 
assignment, if any, of the Procurement Contract, are set forth in the Procurement Contract 
Documents. 

C.  Engineer’s responsibilities, if any, after an assignment (if any) of the Procurement Contract, 

are set forth in the Procurement Agreement. 

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10.02  Duties and Responsibilities; Authority; Limitations 

A.  As set forth in Article 3, Engineer will be the initial interpreter of the Procurement Contract 
Documents and judge of the acceptability of the Goods and Special Services, and will issue 
clarifications, interpretations, and decisions regarding such issues. 

B.  Acting on behalf of Buyer under the  provisions of  Article 9, Engineer has the  authority to 
disapprove or reject Goods and Special Services that Engineer believes to be non-conforming. 
Engineer also has the authority to require special inspection or testing of the Goods or Special 
Services as provided in Paragraph 9.02, whether or not the Goods are fabricated or installed, 
or the Special Services are completed. 

C.  Engineer  may  authorize  minor  deviations  or  variations  in  the  Procurement  Contract 
Documents  by: 1) written approval of specific variations set  forth in Shop Drawings when 
Seller has duly noted such variations as required in Paragraph 7.06.A.3, or 2) a Field Order. 

D.  As set forth in Article 12, Engineer will review Claims, and render decisions on Claims. 

E. 

rendering  any 

interpretations,  clarifications, 

reviews,  decisions,  disapprovals, 
In 
acceptances, rejections, authorizations, and judgments, Engineer will not show partiality to 
Buyer or Seller. Engineer will not be liable to Buyer, Seller, or others in connection with any 
interpretations,  clarifications,  reviews,  decisions,  disapprovals,  acceptances,  rejections, 
authorizations, or judgments conducted or rendered by Engineer in good faith. 

F.  Engineer will not supervise, direct, control, or have authority over or be responsible for the 
means,  methods,  techniques,  sequences,  or  procedures  used  by  Seller  to  perform  its 
obligations  under  this  Procurement  Contract,  or  the  safety  precautions  and  programs 
incident thereto, or for any failure of Seller to comply with Laws and Regulations applicable 
to the performance of its obligations. Engineer will not be responsible for Seller’s failure to 
furnish  the  Goods  and  Special  Services  in  accordance  with  the  Procurement  Contract 
Documents. 

ARTICLE 11—CHANGES 

11.01  Amending and Supplementing the Procurement Contract 

A.  The Procurement Contract may be amended or supplemented by a Change Order, a Change 

Directive, or a Field Order. 

B. 

If  an  amendment  or  supplement  to  the  Procurement  Contract  includes  a  change  in  the 
Procurement  Contract  Price  or  the  Procurement  Contract  Times,  such  amendment  or 
supplement must be set forth in a Change Order. 

C.  All changes to the Procurement Contract that involve (1) the conformance or acceptability of 
the  Goods and Special Services, (2) the design (as set  forth in the Procurement Drawings, 
Procurement  Specifications,  or  otherwise),  or  (3) other  engineering  or  technical  matters, 
must be supported by Engineer’s recommendation. Buyer and Seller may amend other terms 
and conditions of the Procurement Contract without the recommendation of the Engineer. 

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11.02  Change Orders 

A.  Buyer and Seller shall execute appropriate Change Orders covering: 

1.  Changes  in  Procurement  Contract  Price  or  Procurement  Contract  Times  which  are 
agreed to by the parties, including any undisputed sum or amount of time for Goods 
and Special Services furnished in accordance with a Change Directive; 

2.  Changes in Procurement Contract Price resulting from a Buyer set-off, unless Seller has 

duly contested such set-off; 

3.  Changes in the Goods and Special Services which are: (a) ordered by Buyer pursuant to 
Paragraph 11.05, (b) required because of Buyer’s acceptance of non-conforming Goods 
and Services under Paragraph 9.03 or (c) agreed to by the parties, subject to the need 
for Engineer’s recommendation if the change in the Goods and Special Services involves 
the design (as set forth in the Procurement Drawings, Procurement Specifications, or 
otherwise) or other engineering or technical matters; and 

4.  Changes  that  embody  the  substance  of  any  final  and  binding  results  under: 
Paragraph 11.03.B, resolving the impact of a Change Directive; Article 12, Claims; and 
similar provisions. 

B. 

If Buyer or Seller refuses to execute a Change Order that is required to be executed under 
the terms of Paragraph 11.02.A, it will be deemed to be of full force and effect, as if fully 
executed. 

11.03  Change Directives 

A.  A  Change  Directive  will  not  change  the  Procurement  Contract  Price  or  the  Procurement 
Contract  Times  but  is  evidence  that  the  parties  expect  that  the  modification  ordered  or 
documented  by  a  Change  Directive  will  be  incorporated  in  a  subsequently  issued  Change 
Order, following negotiations by the parties as to the Change Directive’s effect, if any, on the 
Procurement  Contract  Price  and  Procurement  Contract  Times;  or,  if  negotiations  are 
unsuccessful, by a determination under the terms of the Procurement Contract Documents 
including  Paragraph 11.08  regarding  change  of 
governing  adjustments,  expressly 
Procurement Contract Price. 

B. 

If Buyer has issued a Change  Directive and Buyer or Seller believes that  an adjustment  in 
Procurement Contract Times or Procurement Contract Price is necessary, then such party 
shall submit a Claim seeking such an adjustment no later than 30 days after the completion 
of the Goods and Services set out in the Change Directive. 

11.04  Field Orders 

A.  Engineer  may  authorize  minor  changes  in  the  Goods  and  Services  if  the  changes  do  not 
involve an adjustment in the Procurement Contract Price or the Procurement Contract Times 
and  are  compatible  with  the  design  concept  as  indicated  by  the  Procurement  Contract 
Documents. Such changes will be accomplished by a Field Order and will be binding on Buyer 
and also on Seller, which shall perform the Goods and Special Services involved promptly. 

B. 

If Seller believes that a Field Order justifies an adjustment in the Procurement Contract Price 
or Procurement Contract Times, then before proceeding with the Goods and Special Services 
at issue, Seller shall submit a Claim as provided herein. 

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11.05  Buyer-Authorized Changes in the Goods and Special Services 

A.  Without invalidating the Procurement Contract and without notice to any surety, Buyer may, 
at any time or from time to time, order additions, deletions, or revisions in the Goods and 
Special Services. Changes  involving the design (as set forth in the Procurement Drawings, 
Procurement Specifications, or otherwise) or other engineering or technical matters will be 
supported by Engineer’s recommendation. 

B.  Such changes in the Goods and Special Services may be accomplished by a Change Order, if 
Buyer and Seller have agreed as to the effect, if any, of the changes on Procurement Contract 
Times or Procurement Contract Price; or by a Change Directive. Upon receipt of any such 
document, Seller shall promptly proceed with the Goods and Special Services involved; or, in 
the  case  of  a  deletion  in  the  Goods  and  Special  Services,  promptly  cease  activities  with 
respect to such deletion. Added or revised Goods and Special Services must be performed 
under the applicable conditions of the Procurement Contract Documents. 

11.06  Buyer’s Contingency Allowance 

A.  The Buyer’s Contingency Allowance, if any such is set forth in the Procurement Agreement, 

is for the sole use of Buyer to cover unanticipated costs. 

B. 

If  Buyer  exercises  its  unilateral  right  to  use  all  or  a  portion  of  the  Buyer’s  Contingency 
Allowance,  Buyer  will  issue  a  written  directive  that  documents  the  costs  to  which  the 
allowance is applied, Seller’s entitlement to compensation, and the consequent reduction in 
such allowance. 

C.  Prior to final payment, the Total Price, as set forth in the Procurement Agreement, will be 
duly adjusted to account for any unused portion of the Buyer’s Contingency Allowance. 

D.  The  Procurement  Agreement,  Article 5,  addresses  the  impact  on  Buyer’s  Contingency 

Allowance of an assignment of the Procurement Contract. 

11.07  Unauthorized Changes in the Goods and Special Services 

A.  Seller shall not be entitled to an increase in the Procurement Contract Price or an extension 
of the Procurement Contract Times with respect to any work performed that is not required 
by the Procurement Contract Documents, as amended, modified, or supplemented. 

11.08  Change of Procurement Contract Price 

A.  The Procurement Contract Price may only be changed by a Change Order. Any Claim for an 
adjustment of Procurement Contract Price must comply with the provisions of Article 12. 

B.  An adjustment in the Procurement Contract Price will be determined as follows: 

1.  For changes in Unit Price Goods and Special Services, by application of the unit prices to 

the quantities of the items involved;  

2.  To the extent the cost of the change is not covered by unit prices, then by a mutually 

agreed lump sum; or 

3.  To the extent the cost of the change is not covered by unit prices and the parties do not 
reach mutual agreement to a lump sum, then on the basis of documented costs plus a 
Seller’s fee for overhead and profit of 15%. 

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11.09  Change of Procurement Contract Times 

A.  The Procurement Contract Times may only be changed by a Change Order. Any Claim for an 
adjustment  in  the  Procurement  Contract  Times  must  comply  with  the  provisions  of 
Article 12. 

11.10  Notification to Surety 

A. 

If the provisions of any bond require notice to be given to a surety of any change affecting 
the general scope of the Goods and Special Services or the provisions of the Procurement 
Contract (including, but not limited to, Procurement Contract Price or Procurement Contract 
Times),  the  giving  of  any  such  notice  will  be  Seller’s  responsibility.  The  amount  of  each 
applicable bond will be adjusted to reflect the effect of any such change. 

ARTICLE 12—CLAIMS, DISPUTES, AND DISPUTE RESOLUTION 

12.01  Claims 

A.  The  parties  agree  to  endeavor  to  avoid  or  resolve  Claims  through  direct,  good  faith 
discussions and negotiations whenever practicable. Such discussions and negotiations should 
at  the  outset address whether the  parties mutually agree  to suspend the Claims process, 
including the time periods established in this Paragraph 12.01; if so, a written record of such 
mutual agreement should be made and jointly executed. 

B.  Claimant shall deliver to Engineer and the other party to the Procurement Contract written 
notice of each Claim within 15 days after the occurrence of the event giving rise to the Claim. 

C.  Claimant shall deliver written supporting data to Engineer and the other party within 45 days 

after such occurrence unless Engineer allows an additional period of time. 

D.  Engineer will review each such Claim and render a decision in writing within 30 days after 
receipt of the last submittal of the claimant or the last submittal of the opposing party, if any. 

E. 

If Engineer does not render a formal written decision on a Claim within the time stated in 
Paragraph 12.01.D., Engineer shall be deemed to have issued a decision denying the Claim in 
its entirety 31 days after receipt of the last submittal of the claimant or the last submittal of 
the opposing party, if any. 

F.  The rendering of a decision by Engineer pursuant to this Paragraph 12.01 with respect to any 
such Claim, dispute, or other matter (except any which have been waived by the making or 
acceptance of final payment) will be a condition precedent to any exercise by Buyer or Seller 
of such rights or remedies as either may otherwise have under the Procurement Contract 
Documents or by Laws or Regulations in respect of any such Claim, dispute, or other matter. 
If the exercise of such rights or remedies will imminently be time-barred, a party may take 
actions  necessary  to  preserve  such  rights  and  remedies  notwithstanding  the  lack  of  the 
condition precedent referred to in this paragraph. 

G. 

If  a  submitted  matter  in  question  concerns  terms  and  conditions  of  the  Procurement 
Contract Documents that do not involve (1) the performance or acceptability of Goods and 
Special Services under the Procurement Contract Documents, (2) the design (as set forth in 
the Procurement Drawings, Procurement Specifications, Addenda, or otherwise), or (3) other 
engineering or technical matters, then Engineer will promptly give written notice to Buyer 
and Seller that Engineer is unable to provide a decision or interpretation. If Buyer and Seller 

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are  unable  to  agree  on  resolution  of  such  a  matter  in  question,  either  party  may  pursue 
resolution as provided in Paragraph 12.02. 

H.  Engineer’s written decision on such Claim or a decision denying the Claim in its entirety that 
is deemed to have been issued pursuant to Paragraph 12.01, will be final and binding upon 
Buyer and Seller 30 days after it is issued unless within 30 days of issuance Buyer or Seller 
appeals Engineer’s decision by initiating the mediation of such Claim in accordance with the 
dispute resolution procedures set forth in Paragraph 12.02. 

I. 

If Article 12 has been amended to delete the mediation requirement, then Buyer or Seller 
may  appeal  Engineer's  decision  within  30 days  of  issuance  by  following  the  alternative 
dispute  resolution  process  set  forth  in  Article 12,  as  amended;  or  if  no  such  alternative 
dispute resolution process has been set forth, Buyer or Seller may appeal Engineer's decision 
by 1) delivering to the other party within 30 days of the date of such decision a written notice 
of intent to submit the Claim to a court of competent jurisdiction, and 2) within 60 days after 
the date of such decision instituting a formal proceeding in a court of competent jurisdiction. 

J.  No Claim for an adjustment in Procurement Contract Price or Procurement Contract Times 

will be valid if not submitted in accordance with Article 12. 

K.  The  effect  on  Claims  of  an  assignment  of  the  Procurement  Contract  by  Buyer  to  a 

Contractor/Assignee is addressed in the Procurement Agreement, Article 5. 

12.02  Dispute Resolution Method 

A.  Either  Buyer  or  Seller  may  initiate  the  mediation  of  (1) any  Claim  decided  in  writing  by 
Engineer under Paragraph 12.01 before such decision becomes final and binding, or (2) any 
other dispute between the parties, including but not limited to any dispute arising after final 
inspection of the Goods and Services. The mediation will be governed by the Construction 
Industry Mediation Rules of the American Arbitration Association in effect as of the Effective 
Date of the Procurement Contract. The request for mediation must be submitted in writing 
to the American Arbitration Association and the other party to the Procurement Contract. 
Timely  submission  of  the  request  will  stay  Engineer's  decision  from  becoming  final  and 
binding. 

B.  Mediation 

is  a  condition  precedent  to  seeking 

final  dispute  resolution  under 
Paragraph 12.01.C. Buyer and Seller shall participate in the mediation process in good faith. 
The  process  must  be  concluded  within  60 days  of  filing  of  the  request.  The  date  of 
termination  of  the  mediation  will  be  determined  by  application  of  the  mediation  rules 
referenced above. 

C. 

If the mediation process does not result in resolution of the dispute, then Engineer’s written 
Claim  decision  under  Paragraph 12.01.D  or  a  Claim  denial  pursuant  to  Paragraph 12.01.E 
becomes final and binding, or if applicable such other dispute is deemed resolved in favor of 
respondent, unless, within 30 days after termination of the mediation, Buyer or Seller: 

1.  elects  in  writing  to  invoke  any  final  dispute  resolution  process  provided  for  in  the 

Supplementary Conditions, or 

2.  agrees  with  the  other  party  to  submit  the  Claim  or  dispute  to  another  final  dispute 

resolution process, or 

3. 

if  no  final  dispute  resolution  process  has  been  provided  for  in  the  Supplementary 
Conditions, delivers to the other party written notice of the intent to submit the Claim 

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or dispute to a court of competent jurisdiction, and within 60 days of the termination of 
the mediation institutes such formal proceeding. 

ARTICLE 13—PAYMENT 

13.01  Applications for Progress Payments 

A.  Seller  shall  submit  to  Buyer  for  Engineer’s  review  Applications  for Payment  filled  out  and 
signed by Seller and accompanied by such supporting documentation as is required by the 
Procurement Contract Documents and also as Buyer or Engineer may reasonably require. 

B.  The  timing  and  amounts  of  progress  payments  will  be  as  stipulated  in  the  Procurement 

Agreement. 

C.  Any Application for Payment that is based in whole or in part on the delivery of Goods must 
be accompanied by a bill of sale, invoice, or other documentation reasonably satisfactory to 
Buyer warranting that Buyer has rightfully received good title to the Goods from Seller and 
that, upon payment, the Goods will be free and clear of all liens. Such documentation will 
include releases and waivers from all parties with viable lien rights. 

D.  Buyer shall notify Seller promptly of any deficiency in the required documentation. 

13.02  Review of Applications for Progress Payments 

A.  Review of Applications 

1.  Engineer will, within 10 days after receipt of each Application for Payment, including 
each resubmittal, either indicate in writing a recommendation of payment and present 
the  Application  to  Buyer,  or  return  the  Application  to  Seller  indicating  in  writing 
Engineer’s reasons for refusing to recommend payment. 

2.  Engineer’s recommendation of any payment requested in an Application for Payment 
will constitute a representation by Engineer to Buyer, based on Engineer’s observations 
of  Seller’s  progress,  as  an  experienced  and  qualified  design  professional,  and  on 
Engineer’s  review  of  the  Application  for  Payment  and  the  accompanying  data  and 
schedules, that to the best of Engineer’s knowledge, information and belief: 

a. 

b. 

c. 

the Goods and Special Services or other obligations of Seller have progressed to 
the point indicated; 

the  quality  of  the  Goods  and  Special  Services  or  other  obligations  of  Seller  are 
generally in accordance with the Procurement Contract Documents; and 

the conditions precedent to Seller being entitled to such payment appear to have 
been  fulfilled  in  so  far  as  it  is  Engineer’s  responsibility  to  observe  the  Seller’s 
progress. 

3.  By  recommending  any  such  payment  Engineer  will  not  thereby  be  deemed  to  have 

represented that: 

a. 

inspections  made  to  check  the  quality or  the  quantity  of  the  Goods  and  Special 
Services  or  other  obligations  of  Seller  have  been  exhaustive,  extended  to  every 
aspect of the Goods and Special Services or other obligations of Seller in progress, 
or  involved  detailed  inspections  of  the  Goods  and  Special  Services  or  other 

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obligations of Seller beyond the responsibilities specifically assigned to Engineer in 
the Procurement Contract; or 

b. 

there may not be other matters or issues between the parties that might entitle 
Seller  to be  paid additionally by Buyer, or entitle  Buyer to withhold payment to 
Seller. 

4.  Neither  Engineer’s  review  of  Seller’s  progress  for  the  purposes  of  recommending 
payments nor Engineer’s recommendation of any payment, including final payment, will 
impose responsibility on Engineer: 

a. 

b. 

c. 

d. 

e. 

to supervise, direct, or control the Seller’s performance or furnishing of Goods and 
Special Services or other obligations of Seller; or 

for  the  means,  methods,  techniques,  sequences,  or  procedures  of  construction, 
manufacturing, fabrication, installation, or shipping, or the safety precautions and 
programs incident thereto; or 

for  Seller’s  failure  to  comply  with  Laws  and  Regulations  applicable  to  Seller’s 
performance under the Procurement Contract; or 

to make any examination to ascertain how or for what purposes Seller has used the 
money paid for the Procurement Contract Price; or 

to determine  that title  to any of the  Goods or component parts have  passed to 
Buyer free and clear of any Liens. 

5.  Engineer  may  refuse  to  recommend  the  whole  or  any  part  of  any  payment  if,  in 
Engineer’s opinion, it would be incorrect to make the representations to Buyer stated 
in Paragraph 13.02.A.2. 

6.  Engineer  will  recommend  reductions  in  payment  (set-offs)  necessary  in  Engineer’s 

opinion to protect Buyer from loss because: 

a. 

b. 

the Goods and Services are non-conforming, requiring correction or replacement; 

the Procurement Contract Price has been reduced by Change Orders; 

c.  Buyer has been required to correct non-conforming Goods and Special Services in 
accordance  with  Paragraph 9.03.C,  or  has  accepted  non-conforming  Goods  and 
Special Services pursuant to Paragraph 9.03.E; or 

d.  Engineer has actual knowledge of the occurrence of any of the events that would 
constitute a default by Seller and therefore justify termination for cause under the 
Procurement Contract Documents. 

13.03  Basis and Amount of Progress Payments 

A.  The basis and amounts of the  progress payments will be  as provided in the Procurement 
Agreement, subject to the provisions of this Article 13 regarding reductions in payment. 

13.04  Suspension of or Reduction in Payment 

A.  Buyer may temporarily cease making progress payments, or reduce the amount of a progress 
payment,  even  though  recommended  for  payment  by  Engineer,  under  the  following 
circumstances: 

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1.  Buyer has reasonable grounds to conclude that Seller will not furnish the Goods or the 

Special Services in accordance with the Procurement Contract Documents, and 

2.  Buyer  has  requested  in  writing  assurances  from  Seller  that  the  Goods  and  Special 
Services will  be  delivered or  furnished  in  accordance  with  the  Procurement  Contract 
Documents,  and  Seller  has  failed  to  provide  adequate  assurances  within  ten  days  of 
Buyer’s written request. 

3. 

In addition to any reductions in payment (set-offs) recommended by Engineer, Buyer is 
entitled to impose a set-off against payment based on any of the following: 

a. 

claims have been made against Buyer based on Seller’s conduct in the performance 
or furnishing of the Goods and Special Services, or has incurred costs, losses, or 
damages resulting from Seller’s conduct in the performance or furnishing of the 
Goods  and  Special  Services,  including  but  not  limited  to claims,  costs,  losses, or 
damages from workplace injuries, adjacent property damage, non-compliance with 
Laws and Regulations, and patent infringement; 

b.  Seller  has  failed  to  take  reasonable  and  customary  measures  to  avoid  damage, 
delay, disruption, and interference with other work at or adjacent to the Point of 
Destination or the worksite; 

c. 

Seller has failed to provide and maintain required bonds or insurance; 

d.  Buyer has incurred extra charges or engineering costs related to Submittal reviews, 
evaluations  of  proposed  substitutes,  tests  and  inspections,  or  return  visits  to 
manufacturing or assembly facilities; 

e. 

f. 

the  Goods  and  Special  Services  are  non-conforming,  requiring  correction  or 
replacement; 

Buyer has been required to correct non-conforming Goods and Special Services, in 
accordance  with  Paragraph 9.03.C,  or  has  accepted  non-conforming  Goods  and 
Special Services pursuant to Paragraph 9.03.E; 

g. 

the Procurement Contract Price has been reduced by Change Orders; 

h.  an  event  that  would  constitute  a  default  by  Seller  and  therefore  justify  a 

termination for cause has occurred; 

i. 

j. 

liquidated or other damages have accrued as a result of Seller’s failure to achieve 
Milestones, Substantial Completion, or final completion of the Goods and Special 
Services; or 

liens have been filed in connection with the Procurement Contract, except where 
Seller has delivered a specific bond satisfactory to Buyer to secure the satisfaction 
and discharge of such liens. 

B. 

If Buyer refuses to make payment of the full amount recommended by Engineer, Buyer will 
provide Seller and Engineer immediate written notice stating the reason for such action and 
promptly pay Seller any amount remaining after deduction of the amount withheld. Buyer 
shall  promptly  pay  Seller  the  amount  withheld  when  Seller  corrects  the  reason  for  such 
action to Buyer’s satisfaction. 

EJCDC® P-700, Standard General Conditions of the Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 31 of 35 

13.05  Final Payment 

A.  After Seller has corrected all non-conformities to the reasonable satisfaction of Buyer and 
Engineer  and  furnished  all  Special  Services,  Seller  may  submit  its  final  Application  for 
Payment following the procedures for progress payments. 

B.  The final Application for Payment will be accompanied by all documentation called for in the 
Procurement  Contract  Documents  (including  but  not  limited  to  all  final  operations  and 
maintenance  manuals,  and  any  special  warranties),  a  list  of  all  unsettled  Claims,  and  the 
written consent of surety to the making of final payment. 

C. 

D. 

E. 

F. 

If, on the basis of final inspection and the review of the final Application for Payment and 
accompanying documentation, Engineer is reasonably satisfied that Seller has furnished the 
Goods and Special Services in accordance with the Procurement Contract Documents, and 
that  Seller  has  fulfilled  all  other obligations  under  the  Procurement  Contract  Documents, 
then Engineer will, within 10 days after receipt of the final Application for Payment, indicate 
in  writing  Engineer’s  recommendation  of  final  payment  subject  to  the  provisions  of 
Paragraph 13.02,  and  present  the  final  Application  for  Payment  to  Buyer.  Such 
recommendation  will  account  for  any  set-offs  against  payment  that  are  necessary  in 
Engineer’s opinion to protect Buyer from loss for the reasons stated in Paragraph 13.02. 

If Engineer does not recommend final payment, Engineer will return the final Application for 
Payment to Seller, indicating the reasons for refusing to recommend final payment, in which 
case  Seller  shall  make  the  necessary  corrections  and  resubmit  the  final  Application  for 
Payment. 

In support of its recommendation of final payment Engineer will also give written notice to 
Buyer  and  Seller  that  the  Goods  and  Special  Services  are  acceptable,  subject  to  stated 
limitations in the notice and to the provisions of Paragraph 13.06. 

If the final Application for Payment and accompanying documentation are appropriate as to 
form and substance, Buyer shall, within 30 days after receipt thereof, pay Seller the amount 
recommended  by  Engineer,  less  any  sum  Buyer  is  entitled  to  set  off  against  Engineer's 
recommendation, pursuant to the provisions of Paragraph 13.04. 

G.  Buyer will not make  final payment, or return or release  included retainage (if any) at  any 
time, unless Seller submits written consent of the surety to such payment, return, or release. 

13.06  Waiver of Claims 

A.  By  making  final  payment,  Buyer  waives  its  claim  or  right  to  liquidated  damages  or  other 
damages for late completion by Seller, except as set forth in an outstanding Claim, appeal, 
set-off, or express reservation of rights by  Buyer. Buyer reserves all other claims or rights 
after final payment. 

B.  The acceptance of final payment by Seller will constitute a waiver by Seller of all claims and 
rights  against  Buyer  other  than  those  pending  matters  that  have  been  duly  submitted or 
appealed under the provisions of Article 12. 

EJCDC® P-700, Standard General Conditions of the Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 32 of 35 

ARTICLE 14—CANCELLATION, SUSPENSION, AND TERMINATION 

14.01  Cancellation 

A.  Buyer has the right to cancel the Procurement Contract, without cause, at any time prior to 
delivery of the Goods by written notice. Cancellation pursuant to the terms of this paragraph 
will not constitute a breach of contract by Buyer. Upon cancellation: 

1.  Buyer shall pay Seller for the direct costs incurred in producing any Goods that Seller 
has  specially  manufactured  for  the  Project,  plus  a  fair  and  reasonable  amount  for 
overhead and profit. 

2.  For Goods that are not specially manufactured for the Project, Seller shall be entitled to 
a  restocking  charge  of  10 percent  of  the  unpaid  Procurement  Contract  Price  of  such 
Goods. 

14.02  Suspension of Performance by Buyer 

A.  Buyer has the right to suspend performance of the Procurement Contract for up to 90 days, 
without  cause,  by  written  notice.  Upon  suspension  under  this  paragraph,  Seller  shall  be 
entitled to an increase in the Procurement Contract Times and Procurement Contract Price 
caused by the suspension, provided that performance would not have been suspended or 
delayed for causes attributable to Seller. 

14.03  Suspension of Performance by Seller 

A.  Seller may suspend the furnishing of the Goods and Special Services only under the following 

circumstance: 

1.  Seller  has  reasonable  grounds  to  conclude  that  Buyer  will  not  perform  its  future 

payment obligations under the Procurement Contract; and 

2.  Seller  has  requested  in  writing  assurances  from  Buyer  that  future  payments  will  be 
made in accordance with the  Procurement Contract, and Buyer has failed to provide 
such assurances within ten days of Seller’s written request. 

14.04  Breach and Termination 

A.  Buyer’s Breach 

1.  Seller shall have the right to terminate the Procurement Contract for cause by declaring 
a  breach  if  Buyer  fails  to  comply  with  any  material  provision  of  the  Procurement 
Contract. Upon termination, Seller shall be entitled to all remedies provided by Laws 
and Regulations. 

2. 

If Seller believes Buyer is in breach of its obligations under the Procurement Contract, 
Seller  shall  provide  Buyer  with  reasonably  prompt  written  notice  setting  forth  in 
sufficient detail the reasons for declaring that it believes a breach has occurred. Buyer 
shall have 7 days from receipt of the written notice declaring the breach (or such longer 
period  of  time  as  Seller  may  grant  in  writing)  within  which  to  cure  or  to  proceed 
diligently to cure such alleged breach. 

B.  Seller’s Breach 

1.  Buyer may terminate Seller’s right to perform the Procurement Contract for cause by 
declaring  a  breach  should  Seller  fail  to  comply  with  any  material  provision  of  the 

EJCDC® P-700, Standard General Conditions of the Procurement Contract. 
Copyright© 2019 National Society of Professional Engineers, American Council of Engineering Companies, 
and American Society of Civil Engineers. All rights reserved. 
Page 33 of 35 

Procurement  Contract  Documents.  Upon  termination,  Buyer  shall  be  entitled  to  all 
remedies provided by Laws and Regulations. 

2. 

3. 

In the event Buyer believes Seller is in breach of its obligations under the Procurement 
Contract, Buyer shall provide Seller with reasonably prompt written notice setting forth 
in sufficient detail the reasons for declaring that it believes a breach has occurred. Seller 
shall have 7 days from receipt of the written notice declaring the breach (or such longer 
period  of  time  as  Buyer  may  grant  in  writing)  within  which  to  cure  or  to  proceed 
diligently to cure such alleged breach. 

If and to the extent that Seller has provided a performance bond under the provisions 
of Paragraph 5.01, the notice and cure procedures of that bond, if any, will supersede 
the notice and cure procedures of Paragraph 14.04.B.2. 

ARTICLE 15—MISCELLANEOUS 

15.01  Giving Notice 

A.  Whenever any provision of the Procurement Contract requires the giving of written notice 
to Buyer, Seller, or Engineer, it will be deemed to have been validly given if delivered: 

1. 

in  person,  by  a  commercial  courier  service  or  otherwise,  to  the  recipient’s  place  of 
business; 

2.  by registered or certified mail, postage prepaid, to the recipient’s place of business; or 

3.  by  e-mail  to  the  recipient,  with  the  words  “Formal  Notice”  or  similar  in  the  e-mail’s 

subject line. 

15.02  Controlling Law 

A.  This Procurement Contract is to be governed by the law of the state in which the Goods are 

to be installed. 

B. 

In the case of any conflict between the express terms of this Procurement Contract and the 
Uniform Commercial Code, as adopted in the state whose law governs, it is the intent of the 
parties that the express terms of this Procurement Contract will apply. 

15.03  Computation of Time 

A.  When any period of time is referred to in the Procurement Contract by number of days, it 
will be computed to exclude the first and include the last day of such period. If the last day 
of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law 
of the applicable jurisdiction, such day will be omitted from the computation. 

15.04  Cumulative Remedies 

A.  The duties and obligations imposed by these General Conditions and the rights and remedies 
available hereunder to the parties hereto are in addition to, and are not to be construed in 
any way as a limitation of, any rights and remedies available to any or all of them which are 
otherwise imposed or available by Laws or Regulations, by special warranty or guarantee, or 
by other provisions of the Procurement Contract, and the provisions of this paragraph will 
be  as  effective  as  if  repeated  specifically  in  th

AI Analysis

Validation: Procurement of prefabricated pedestrian bridges. No SCADA/ICS scope.

Contract Type

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Estimated Value

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Bid Bond

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Site Visit

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Local Req

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License

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Construction

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PLC Details

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HMI/SCADA

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Comms

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Subcontractor

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Pre-selected

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