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a. Reviewing and checking all such information and data,
b. Locating all Underground Facilities shown or indicated in the Contract Documents.

c. Coordination of the Work with the OWNER’s of such Underground Facilities, including OWNER, during
construction, and

d. The safety and protection of all such Underground Facilities and repairing any damage thereto resulting
from the Work.

B. Not Shown or Indicated

1. If an Underground Facility is uncovered or revealed at or contiguous to the Site which was not shown or
indicated, or not shown or indicated with reasonable accuracy in the Contract Documents, CONTRACTOR shall,
promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any
Work in connection therewith (except in an emergency as required by paragraph 6.16.A). identify the OWNER of
such Underground Facility and give written notice to that OWNER and to OWNER and ENGINEER. ENGINEER
will promptly review the Underground Facility and determine the extent, if any, to which a change is required in
the Contract Documents to reflect and document the consequences of the existence or location of the Underground
Facility. During such time, CONTRACTOR shall be responsible for the safety and protection of such
Underground Facility.

2. If ENGINEER concludes that a change in the Contract Documents is required, a Change Order will be issued to
reflect and document such consequences. An equitable adjustment shall be made in the Contract Price or Contract
Times, or both, to the extent that they are attributable to the existence or location of any Underground Facility that
was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract Documents and that
CONTRACTOR did not know of and could not reasonably have been expected to be aware of or to have
anticipated. If OWNER and CONTRACTOR are unable to agree on entitlement to or on the amount or extent, if
any, of any such adjustment in Contract Price or Contract Times, OWNER or CONTRACTOR may make a Claim
therefore as provided in paragraph 10.05.

3. CONTRACTOR shall notify the following underground utility locating service at least three full working days
prior to beginning work: Dig Safe System, Inc. 1-800-344-7233.

A list of the major public utilities servicing the work area follows. The list indicates the name and telephone
number of the responsible authority of the various utilities which should be notified if conflicts or emergencies
arise during the progress of the work.

Electricity — Eversource 1-800-662-7764
Natural Gas - Liberty Energy 1-603-222-3705
Water — Pennichuck Water Works 1-603-882-5191
Telephone —Fairpoint Communications 1-603-645-3500
Cable TV — Comcast 1-888-633-4266

Fire Alarm Cable — Nashua Fire Department 1-603-594-3641

4. At points where the CONTRACTOR’s operations are adjacent to public and private utilities, CONTRACTOR
shall not commence work until CONTRACTOR has made all arrangements necessary for the protection of utilities.
5. CONTRACTOR shall coordinate and cooperate with the OWNER’s of any underground or overhead utility
lines in their removal and rearrangement operations in order that these operations may progress in a reasonable
manner, that duplication of rearrangement work may be reduced to a minimum, and that services rendered by those
parties will not be unnecessarily interrupted.

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4.05 Reference Points

A. OWNER shall provide engineering surveys to establish reference points for construction which in ENGINEER’s
judgment are necessary to enable CONTRACTOR to proceed with the Work. CONTRACTOR shall be responsible for
laying out the Work, shall protect and preserve the established reference points and property monuments, and shall
make no changes or relocations without the prior written approval of OWNER. CONTRACTOR shall report to
ENGINEER whenever any reference point or property monument is lost or destroyed or requires relocation because of
necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such
reference points or property monuments by professionally qualified personnel.

4.06 Hazardous Environmental Condition at Site

A. Reports and Drawings: Reference is made to the Supplementary Conditions for the identification of those reports
and drawings relating to a Hazardous Environmental Condition identified at the Site, if any, that have been utilized by
the ENGINEER in the preparation of the Contract Documents.

B. Limited Reliance by CONTRACTOR on Technical Data Authorized: |. CONTRACTOR may rely upon the general
accuracy of the “technical data” contained in such reports and drawings, but such reports and drawings are not Contract
Documents. Such “technical data” is identified in the Supplementary Conditions. Except for such reliance on such
“technical data,” CONTRACTOR may not rely upon or make any Claim against OWNER, ENGINEER or any of
ENGINEER’s Consultants with respect to:

1. The completeness of such reports and drawings for CONTRACTOR’s purposes, including, but not limited to,
any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by
CONTRACTOR and safety precautions and programs incident thereto; or

2. Other data, interpretations, opinions and information contained in such reports or shown or indicated in such
drawings; or

3. Any CONTRACTOR interpretation of or conclusion drawn from any “technical data” or any such other data,
interpretations, opinions or information.

C, CONTRACTOR shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the
Site which was not shown or indicated in Drawings or Specifications or identified in the Contract Documents to be
within the scope of the Work. CONTRACTOR shall be responsible for a Hazardous Environmental Condition created
with any materials brought to the Site by CONTRACTOR, Subcontractors, Suppliers, or anyone else for whom
CONTRACTOR is responsible.

D. If CONTRACTOR encounters a Hazardous Environmental Condition or if CONTRACTOR or anyone for whom
CONTRACTOR is responsible creates a Hazardous Environmental Condition, CONTRACTOR shall immediately: (1)
secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected
thereby (except in an emergency as required by paragraph 6.16); and (iii) notify OWNER and ENGINEER (and
promptly thereafter confirm such notice in writing). OWNER shall promptly consult with ENGINEER concerning the
necessity for OWNER to retain a qualified expert to evaluate such condition or take corrective action, if any.

E. CONTRACTOR shall not be required to resume Work in connection with such condition or in any affected area
until after OWNER has obtained any required permits related thereto and delivered to CONTRACTOR written notice:
(i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work; or (ii)
specifying any special conditions under which such Work may be resumed safely. If OWNER and CONTRACTOR
cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract
Times, or both, as a result of such Work stoppage or such special conditions under which Work is agreed to be
resumed by CONTRACTOR, either party may make a Claim therefore as provided in paragraph 10.05.

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F. If after receipt of such written a notice CONTRACTOR does not agree to resume such Work based on a reasonable
belief it is unsafe, or does not agree to resume such Work under such special conditions, then OWNER may order the
portion of the Work that is in the area affected by such condition to be deleted from the Work. If OWNER and
CONTRACTOR cannot agree as to entitlement to or on the amount or extent, if any, of an adjustment in Contract Price
or Contract Times as a result of deleting such portion of the Work, then either party may make a Claim therefore as
provided in paragraph 10.05. OWNER may have such deleted portion of the Work performed by OWNER’S own
forces or others in accordance with Article 7.

G. To the fullest extent permitted by Laws and Regulations, CONTRACTOR shall indemnify and hold harmless
OWNER, ENGINEER, ENGINEER’s Consultants, and the officers, directors, partners, employees, agents, other
consultants, and subcontractors of each and any of them from and against all claims, costs, losses, 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 a Hazardous Environmental Condition created
by CONTRACTOR or by anyone for whom CONTRACTOR is responsible. Nothing in this paragraph 4.06.F shall
obligate CONTRACTOR to indemnify any individual or entity from and against the consequences of that individual’s
or entity’s own negligence.

H. The provisions of paragraphs 4.02, 4.03, and 4.04 are not intended to apply to a Hazardous Environmental
Condition uncovered or revealed at the Site.

ARTICLE 5 - BONDS AND INSURANCE

5.01 Performance, Payment, and Other Bonds

A. CONTRACTOR shall furnish performance and payment Bonds, each in an amount at least equal to the Contract
Price as security for the faithful performance and payment of all CONTRACTOR’s obligations under the Contract
Documents. These Bonds shall remain in effect at least until one year after the date when final payment becomes due,
except as provided otherwise by Laws or Regulations or by the Contract Documents. CONTRACTOR shall also
furnish such other Bonds as are required by the Contract Documents.

B. All Bonds shall be in the form prescribed by the Contract Documents except as provided otherwise by Laws or
Regulations, and shall be executed by such sureties as are named in the current list of “Companies Holding Certificates
of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in
Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury.
All Bonds signed by an agent must be accompanied by a certified copy of such agent’s authority to act.

C. If the surety on any Bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent or its right to do
business is terminated in any state where any part of the Project is located or it ceases to meet the requirements of
paragraph 5.01.B, CONTRACTOR shall within 20 days thereafter substitute another Bond and surety, both of which
shall comply with the requirements of paragraphs 5.01.B and 5.02.

5.02 Licenses Sureties and Insurers

A. All Bonds and insurance required by the Contract Documents to be purchased and maintained by CONTRACTOR
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 coverage’s so required. Such surety and
insurance companies shall also meet such additional requirements and qualifications as may be provided in the
Supplementary Conditions.

B. All Sureties and Insurance Companies shall be authorized to do business in the State of New Hampshire and shall
have an A.M. Best rating of “A(FSC-VIID” or better. In the event that the Insurer fails to maintain an A.M. Best
rating “A(FSC-VIID” or better, the CONTRACTOR shall immediately retain a Surety which does meet the above
requirements.

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5.03 Certificates of Insurance

A. CONTRACTOR shall deliver to OWNER 10 days prior to Work, with copies to each additional insured identified
in the Supplementary Conditions, certificates of insurance (and other evidence of insurance requested by OWNER or
any other additional insured) which CONTRACTOR is required to purchase and maintain.

5.04 CONTRACTOR’ Liability Insurance

A. CONTRACTOR shall purchase and maintain such liability and other insurance as is required by OWNER which
will provide protection from claims which may arise out of or result from CONTRACTOR’s performance of the Work
and CONTRACTOR’s other obligations under the Contract Documents, whether it is to be performed by
CONTRACTOR, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to
perform any of the Work, or by anyone for whose acts any of them may be liable.

B. The policies of insurance so required by this paragraph 5.04 to be purchased and maintained shall:

1. Include as additional insured (subject to any customary exclusion in respect of professional liability) OWNER,
ENGINEER.

2. The CONTRACTOR must maintain the following lines of coverage and policy limits for the duration of the
contract. Any subcontractors used by the CONTRACTOR are subject to the same coverage and limits and is a
subcontractor of the CONTRACTOR and not the OWNER. It is the responsibility of the CONTRACTOR to
update Certificates of Insurance during the term of the contract. Provide coverage for not less than the following
amounts or greater:

General Liability
$1,000,000 per Occurrence
$2,000,000 Aggregate
City of Nashua Additional Insured

Motor Vehicle Liability *coverage must include all owned, non-owned and hired vehicles.
$1,000,000 Combined Single Limit
Automobile Liability
City of Nashua Additional Insured

Workers’ Compensation Coverage according to Statute of the State of New Hampshire:
$100,000 / $500,000 / $100,000

All bidders and subcontractors at every tier under the bidder will fully comply with NH RSA Chapter 281-A,
“Workers’ Compensation”.

It is the responsibility of the contractor to submit to the City of Nashua certificates of insurance for all
subcontractors prior to the start of the project. It is the responsibility of the contractor to provide the City with
updated certificates of insurance for the contractor and all subcontractors 10 days prior to the expiration of
coverage. The City may, at any time, order the contractor to stop work, suspend the contract or terminate the
contract for non-compliance. All subcontractors are subject to the same insurance requirements as the contractor.

3. Include completed operations insurance;

4. Include contractual liability insurance covering CONTRACTOR’s indemnity obligations under paragraphs 6.07,
6.11, and 6.20;

5. Contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or
renewal refused until at least thirty days prior written notice has been given to OWNER and CONTRACTOR and
to each other additional insured identified in the Supplementary Conditions to whom a certificate of insurance has

GC - 17 of 53

been issued (and the certificates of insurance furnished by the CONTRACTOR pursuant to paragraph 5.03 will so
provide);

6. Remain in effect until final payment and at all times thereafter when CONTRACTOR may be correcting,
removing or replacing defective Work in accordance with paragraph 13.07; 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 CONTRACTOR shall furnish OWNER and each
other additional insured identified in the Supplementary Conditions, to whom a certificate of insurance has been
issued, evidence satisfactory to OWNER and any such additional insured of continuation of such insurance at final
payment and one year thereafter).

C. CONTRACTOR agrees to maintain all required insurance coverage throughout the entire term of the contract. If
CONTRACTOR does not maintain coverage throughout the entire term of the contract, CONTRACTOR agrees that
OWNER may, at any time the coverage is not maintained by CONTRACTOR, order the CONTRACTOR to stop
work, suspend the contract, or terminate the contract. CONTRACTOR further agrees, if applicable, as a precondition
to the performance of any work under this contract and as a precondition to any obligation of the OWNER to make any
payment under this contract to provide the OWNER with a certificate of a qualified insurer.

5.05 Property Insurance

A. CONTRACTOR must purchase and maintain property insurance upon the Work at the Site in the amount of the full
replacement cost of the Work. This insurance shall:

1. include the interests of OWNER, CONTRACTOR, Subcontractors, ENGINEER, ENGINEER’s Consultants and
any other individuals or entities identified in the Supplementary Conditions, and the officers, directors, partners,
employees, agents and other consultants and subcontractors of any of them each of whom is deemed to have an
insurable interest and shall be listed as an insured or additional insured;

2. include expenses incurred in the repair or replacement of any insured property (including but not limited to fees
and charges of engineers and architects);

3.cover materials and equipment stored at the Site or at another location that was agreed to in writing by OWNER
prior to being incorporated in the Work, provided that the materials and equipment have been included in an
application for payment recommended by ENGINEER; and

4. allow for partial utilization of the Work by OWNER:
5. include testing and startup; and

6. be maintained in effect until final payment is made unless otherwise agreed to in writing by OWNER,
CONTRACTOR and ENGINEER with 30 days written notice to each other additional insured to whom a
certificate of insurance has been issued.

B. CONTRACTOR shall be responsible for any deductible or self-insured retention. The risk of loss within the
identified deductible amount will be borne by CONTRACTOR, Subcontractors, or others suffering any such loss, and
if any of them wishes property insurance coverage within the limits of such amounts, each may purchase and maintain
it at the purchaser’s own expense. OWNER shall not be responsible for purchasing and maintaining any property
insurance specified in this paragraph 5.06 to protect the interests of CONTRACTOR, Subcontractors, or others in the
Work to the extent of any deductible amounts that are identified in the Supplementary Conditions.

C. All the policies of insurance (and the certificates or other evidence of the policy) required to be purchased and

maintained in accordance with paragraph 5.06 will contain a provision or endorsement that the coverage afforded will
not be canceled or materially changed or renewal refused until at least 30 days after written notice has been given to

GC - 18 of 53

Mm THE CITY CF NASHUA "The Gare City

Economic Development

To: L. Wilshire, President
From: T. Cummings, Director
Ce: Members of the Board of Aldermen

Date: June 9, 2022

Re: Communication — Approval & Place on File A Contract Amendment for Professional
Engineering Services related to the Nashua Downtown Riverfront Implementation Project
VHB, Inc. For Water Street Design Services

The Tax Increment Financing Development Program and Financing Plan adopted by the Board
through the passage of O-18 -006, states that the City Economic Development Director shall be
the Administrator of the District and shall have the power to, inter alia, “negotiate and sign,
upon the approval of the Board of Aldermen, any contracts relative to the design, engineering,
construction, or operations of any phase or component of the activities proposed under this
Plan.”

A copy of the Professional Engineering Services Contract related to the Nashua Downtown
Riverfront Implementation Project with VHB, Inc.. along with Exhibits outlining the scope and
basis for fees as previously approved is attached. As shown the contract is the City’s standard
Professional Engineer services contract.

The current contract for environmental permitting has a Purchase Order issued for $225,365.00
(P.O. 170965) to VHB for permitting. The attached contract amendment is for design services
for Water Street work. The total figure for this effort is $26,730.00. The total Purchase Order
will now read $252,095.00 once this amendment is approved. The source of funds is the TIF
account created to implement the downtown riverfront project.

Pursuant to NRO §5-91 relative to Contract Amendments and in conforming with the Tax
Increment Financing Development Program and Financing Plan, I am requesting the approval of
the Board of Aldermen for the award of the attached contract amendment of $26,730.00.

OWNER and CONTRACTOR and to each other additional insured to whom a certificate of insurance has been issued
and will contain waiver provisions in accordance with paragraph 5.07.

5.06 Waiver of Rights

A. CONTRACTOR intends that all policies purchased in accordance with paragraph 5.06 will protect OWNER,
CONTRACTOR, Subcontractors, ENGINEER, ENGINEER’s Consultants, and all other individuals or entities
identified in the Supplementary Conditions to be listed as insured ( and the officers, directors, partners, employees,
agents, and other consultants and subcontractors of each and any of them) in such policies and will provide primary
coverage for all losses and damages caused by the perils or causes of loss covered by the policy. All CONTRACTOR
policies must contain provisions to the effect that in the event of payment of any loss or damage the insurers will have
no rights of recovery against any of the insured or additional insured there under. CONTRACTOR waive all rights
against OWNER each other and their respective officers, directors, partners, employees, agents, and other consultants
and subcontractors of each and any of them for all losses and damages caused by, arising out of or resulting from any
of the perils or causes of loss covered by such policies and any other property insurance applicable to the Work; and, in
addition, waive all such rights against Subcontractors, ENGINEER, ENGINEER’s Consultants, and all other
individuals or entities identified in the Supplementary Conditions to be listed as insured or additional insured (and the
officers, directors, partners, employees, agents, and other consultants and subcontractors of each and any of them)
under such policies for losses and damages so caused.

ARTICLE 6 - CONTRACTOR’S RESPONSIBILITIES

6.01 Supervision and Superintendence

A. CONTRACTOR shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention
thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the
Contract Documents. CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, and
procedures of construction, but CONTRACTOR shall not be responsible for the negligence of OWNER or
ENGINEER in the design or specification of a specific means, method, technique, sequence, or procedure of
construction which is shown or indicated in and expressly required by the Contract Documents. CONTRACTOR shall
be responsible to see that the completed Work complies accurately with the Contract Documents.

B. At all times during the progress of the Work, CONTRACTOR shall assign a competent resident superintendent
thereto who shall not be replaced without written notice to OWNER and ENGINEER except under extraordinary
circumstances. The superintendent will be CONTRACTOR’s representative at the Site and shall have authority to act
on behalf of CONTRACTOR. All communications given to or received from the superintendent shall be binding on
CONTRACTOR.

6.02 Labor; Working Hours

A. CONTRACTOR shall provide competent, suitably qualified personnel to survey, lay out, and construct the Work as
required by the Contract Documents. CONTRACTOR shall at all times maintain good discipline and order at the Site.

B. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent
thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during
regular working hours, and CONTRACTOR will not permit overtime work or the performance of Work on Saturday,
Sunday, or any legal holiday without OWNER’s written consent (which will not be unreasonably withheld) given after
prior written notice to ENGINEER.

6.03 Services, Materials, and Equipment

A. Unless otherwise specified in the General Requirements, CONTRACTOR - shall provide and assume full
responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools,

GC - 19 of 53

appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and
incidentals necessary for the performance, testing, start-up, and completion of the Work.

B. All materials and equipment incorporated into the Work shall be as specified or, if not specified, shall be of good
quality and new, except as otherwise provided in the Contract Documents. All warranties and guarantees specifically
called for by the Specifications shall expressly run to the benefit of OWNER. If required by ENGINEER,
CONTRACTOR shall furnish satisfactory evidence (including reports of required tests) as to the source, kind, and
quality of materials and equipment. All materials and equipment shall be stored, applied, installed, connected, erected,
protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as
otherwise may be provided in the Contract Documents.

6.04 Progress Schedule

A. CONTRACTOR shall adhere to the progress schedule established in accordance with paragraph 2.07 as it may be
adjusted from time to time as provided below.

1. CONTRACTOR shall submit to ENGINEER for acceptance (to the extent indicated in paragraph 2.07) proposed
adjustments in the progress schedule that will not result in changing the Contract Times (or Milestones). Such
adjustments will conform generally to the progress schedule then in effect and additionally will comply with any
provisions of the General Requirements applicable thereto.

2. Proposed adjustments in the progress schedule that will change the Contract Times (or Milestones) shall be
submitted in accordance with the requirements of Article 12. Such adjustments may only be made by a Change
Order or Written Amendment in accordance with Article 12.

6.05 Substitutes and “Or-Equals”

A. Whenever an item of material or equipment is specified or described in the Contract Documents by using the name
of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the
type, function, appearance, and quality required. Unless the specification or description contains or is followed by
words reading that no like, equivalent, or “or-equal” item or no substitution is permitted, other items of material or
equipment or material or equipment of other Suppliers may be submitted to ENGINEER for review under the
circumstances described below.

1. “Or-Equal” Items:

If in ENGINEER’S sole discretion an item of material or equipment proposed by CONTRACTOR is functionally
equal to that named and sufficiently similar so that no change in related Work will be required, it may be
considered by ENGINEER as an “or-equal” item, in which case review and approval of the proposed item may, in
ENGINEER’s sole discretion, be accomplished without compliance with some or all of the requirements for
approval of proposed substitute items. For the purposes of this paragraph 6.05.A.1, a proposed item of material or
equipment will be considered functionally equal to an item so named if:

a. In the exercise of reasonable judgment ENGINEER determines that: (i) it is at least equal in quality,
durability, appearance, strength, and design characteristics; (ii) it will reliably perform at least equally well the
function imposed by the design concept of the completed Project as a functioning whole, and;

b. CONTRACTOR certifies that: (i) there is no increase in cost to the OWNER; and (ii) it will conform
substantially, even with deviations, to the detailed requirements of the item named in the Contract Documents.

2. Substitute Items

a. Ifin ENGINEER’s sole discretion an item of material or equipment proposed by CONTRACTOR does
not qualify as an “or-equal” item under paragraph 6.05.A.1, it will be considered a proposed substitute item.

GC - 20 of 53

b. CONTRACTOR shall submit sufficient information as provided below to allow ENGINEER to determine
that the item of material or equipment proposed is essentially equivalent to that named and an acceptable

substitute therefore. Requests for review of proposed substitute items of material or equipment will not be
accepted by ENGINEER from anyone other than CONTRACTOR.

c. The procedure for review by ENGINEER will be as set forth in paragraph 6.05.A.2.d, as supplemented in
the General Requirements and as ENGINEER may decide is appropriate under the circumstances.

d. CONTRACTOR shall first make written application to ENGINEER for review of a proposed substitute
item of material or equipment that CONTRACTOR seeks to furnish or use. The application shall certify that
the proposed substitute item will perform adequately the functions and achieve the results called for by the
general design, be similar in substance to that specified, and be suited to the same use as that specified. The
application will state the extent, if any, to which the use of the proposed substitute item will prejudice
CONTRACTOR’s achievement of Substantial Completion on time, whether or not use of the proposed
substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any
other direct contract with OWNER for work on the Project) to adapt the design to the proposed substitute item
and whether or not incorporation or use of the proposed substitute item in connection with the Work is subject
to payment of any license fee or royalty. All variations of the proposed substitute item from that specified will
be identified in the application, and available engineering, sales, maintenance, repair, and replacement services
will be indicated. The application will also contain an itemized estimate of all costs or credits that will result
directly or indirectly from use of such substitute item, including costs of redesign and claims of other
contractors affected by any resulting change, all of which will be considered by ENGINEER in evaluating the
proposed substitute item. ENGINEER may require CONTRACTOR to furnish additional data about the
proposed substitute item.

B. Substitute Construction Methods or Procedures:: If a specific means, method, technique, sequence, or procedure of
construction is shown or indicated in and expressly required by the Contract Documents, CONTRACTOR may furnish
or utilize a substitute means, method, technique, sequence, or procedure of construction approved by ENGINEER.
CONTRACTOR shall submit sufficient information to allow ENGINEER, in ENGINEER’s sole discretion, to
determine that the substitute proposed is equivalent to that expressly called for by the Contract Documents. The
procedure for review by ENGINEER will be similar to that provided in subparagraph 6.05.A.2.

C. Engineer's Evaluation: ENGINEER will be allowed a reasonable time within which to evaluate each proposal or
submittal made pursuant to paragraphs 6.05.A and 6.05.B. ENGINEER will be the sole judge of acceptability. No “or-
equal” or substitute will be ordered, installed or utilized until ENGINEER’s review is complete, which will be
evidenced by either a Change Order for a substitute or an approved Shop drawing for an “or equal”. ENGINEER will
advise CONTRACTOR in writing of any negative determination.

D. Special Guarantee: OWNER may require CONTRACTOR to furnish at CONTRACTOR’s expense a special
performance guarantee or other surety with respect to any substitute.

E. ENGINEER’s Cost Reimbursement: ENGINEER will record time required by ENGINEER and ENGINEER’s
Consultants in evaluating substitute proposed or submitted by CONTRACTOR pursuant to paragraphs 6.05.A.2 and
6.05.B and in making changes in the Contract Documents (or in the provisions of any other direct contract with
OWNER for work on the Project) occasioned thereby. Whether or not ENGINEER approves a substitute item so
proposed or submitted by CONTRACTOR, CONTRACTOR shall reimburse OWNER for the charges of ENGINEER
and ENGINEER’s Consultants for evaluating each such proposed substitute.

F. CONTRACTOR’s Expense: CONTRACTOR shall provide all data in support of any proposed substitute or “or-
equal” at CONTRACTOR’s expense.

6.06 Concerning Subcontractors, Suppliers, and Others

A. CONTRACTOR shall not employ any Subcontractor, Supplier, or other individual or entity (including those
acceptable to OWNER as indicated in paragraph 6.06.B), whether initially or as a replacement, against whom OWNER

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may have reasonable objection. CONTRACTOR shall not be required to employ any Subcontractor, Supplier, or other
individual or entity to furnish or perform any of the Work against whom CONTRACTOR has reasonable objection.

B. If the Supplementary Conditions require the identity of certain Subcontractors, Suppliers, or other individuals or
entities to be submitted to OWNER in advance for acceptance by OWNER by a specified date prior to the Effective
Date of the Agreement, and if CONTRACTOR has submitted a list thereof in accordance with the Supplementary
Conditions, OWNER’s acceptance (either in writing or by failing to make written objection thereto by the date
indicated for acceptance or objection in the Bidding Documents or the Contract Documents) of any such
Subcontractor, Supplier, or other individual or entity so identified may be revoked on the basis of reasonable objection
after due investigation. CONTRACTOR shall submit an acceptable replacement for the rejected Subcontractor,
Supplier, or other individual or entity, and the Contract Price will be adjusted by the difference in the cost occasioned
by such replacement, and an appropriate Change Order will be issued or Written Amendment signed. No acceptance
by OWNER of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement,
shall constitute a waiver of any right of OWNER or ENGINEER to reject defective work.

C. CONTRACTOR shall be fully responsible to OWNER and ENGINEER for all acts and omissions of the
Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as
CONTRACTOR is responsible for CONTRACTOR’s own acts and omissions. Nothing in the Contract Documents
shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual
relationship between OWNER or ENGINEER and any such Subcontractor, Supplier or other individual or entity, nor
shall it create any obligation on the part of OWNER or ENGINEER to pay or to see to the payment of any moneys due
any such Subcontractor, Supplier, or other individual or entity except as may otherwise be required by Laws and
Regulations.

D. CONTRACTOR shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers,

and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with
CONTRACTOR.

E. CONTRACTOR shall require all Subcontractors, Suppliers, and such other individuals or entities performing or
furnishing any of the Work to communicate with ENGINEER through CONTRACTOR.

F. The divisions and sections of the Specifications and the identifications of any Drawings shall not control
CONTRACTOR in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by
any specific trade.

G. All Work performed for CONTRACTOR by a Subcontractor or Supplier will be pursuant to an appropriate
agreement between CONTRACTOR and the Subcontractor or Supplier which specifically binds the Subcontractor or
Supplier to the applicable terms and conditions of the Contract Documents for the benefit of OWNER and
ENGINEER. Whenever any such agreement is with a Subcontractor or Supplier who is listed as an additional insured
on the property insurance provided in paragraph 5.06, the agreement between the CONTRACTOR and the
Subcontractor or Supplier will contain provisions whereby the Subcontractor or Supplier waives all rights against
OWNER, CONTRACTOR, ENGINEER, ENGINEER’s Consultants, and all other individuals or entities identified in
the Supplementary Conditions to be listed as insured or additional insured (and the officers, directors, partners,
employees, agents, and other consultants and subcontractors of each and any of them) for all losses and damages
caused by, arising out of, relating to, or resulting from any of the perils or causes of loss covered by such policies and
any other property insurance applicable to the Work. If the insurers on any such policies require separate waiver forms
to be signed by any Subcontractor or Supplier, CONTRACTOR will obtain the same.

6.07 Patent Fees and Royalties

A. CONTRACTOR shall pay all license fees and royalties and assume all costs incident to the use in the performance
of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject
of patent rights or copyrights held by others. Ifa particular invention, design, process, product, or device is specified
in the Contract Documents for use in the performance of the Work and if to the actual knowledge of OWNER or
ENGINEER its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to

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