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continuous inspections on the Site to check the quality or quantity of the Work. ENGINEER's efforts will be directed
toward providing for OWNER a greater degree of confidence that the completed Work will conform generally to the
Contract Documents. On the basis of such visits and observations, ENGINEER will keep OWNER informed of the
progress of the Work and will endeavor to guard OWNER against defective Work,

B. ENGINEER's visits and observations are subject to all the limitations on ENGINEER's authority and responsibility
set forth in paragraph 9.10, and particularly, but without limitation, during or as a result of ENGINEER's visits or
observations of CONTRACTOR's Work ENGINEER will not supervise, direct, control, or have authority over or be
responsible for CONTRACTOR's means, methods, techniques, sequences, or procedures of construction, or the safety
precautions and programs incident thereto, or for any failure of CONTRACTOR to comply with Laws and Regulations
applicable to the performance of the Work.

9.03 Project Representative

A. If OWNER and ENGINEER agree, ENGINEER will furnish a Resident Project Representative to assist
ENGINEER in providing more extensive observation of the Work. The responsibilities and authority and limitations
thereon of any such Resident Project Representative and assistants will be as provided in paragraph 9.10 and in the
Supplementary Conditions. If OWNER designates another representative or agent to represent OWNER at the Site
who is not ENGINEER's Consultant, agent or employee, the responsibilities and authority and limitations thereof of
such other individual or entity will be as provided in the supplementary Conditions.

9.04 Clarifications and Interpretations

A. ENGINEER will issue with reasonable promptness such written clarifications or interpretations of the requirements
of the Contract Documents as ENGINEER may determine necessary, which shall be consistent with the intent of and
reasonably inferable from the Contract Documents. Such written clarifications and interpretations will be binding on
OWNER and CONTRACTOR. If OWNER and CONTRACTOR are unable to agree on entitlement to or on the
amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, that should be allowed as
a result of a written clarification or interpretation, a Claim may be made therefore as provided in paragraph 10.05.

9.05 Authorized Variations in Work

A. ENGINEER may authorize minor variations in the Work from the requirements of the Contract documents which
do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of
the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by
a Field Order and will be binding on OWNER and also on CONTRACTOR, who shall perform the Work involved
promptly. If OWNER and CONTRACTOR are unable to agree on entitlement to or on the amount or extent, if any, of
any adjustment in the Contract Price or Contract Times, or both, as a result of a Field Order, a Claim may be made
therefore as provided in paragraph 10.05.

9.06 Rejecting Defective Work

A ENGINEER will have authority to disapprove or reject Work which ENGINEER believes to be defective, or that
ENGINEER belteves will not produce a completed Project that conforms to the Contract Documents or that will
prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the
Contract Documents. ENGINEER will also have authority to require special inspection or testing of the Work as
provided in paragraph 13.04, whether or not the Work is fabricated, installed, or completed.

9.07 Shop Drawings, Change Orders and Payments

A. In connection with ENGINEER's authority as to Shop Drawings and Samples, see paragraph 6.17.

B. In connection with ENGINEER's authority as to change orders, see Articles 10, 11, and 12.

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City of Nashua

Administrative Services Division

(603) 589-3020
229 Main Street - Nashua, NH 03060

To: Mayor Donchess
Finance Committee

Date: June 27, 2022
Re: SmartShopper Contract FY23

This request is for the approval of a contract with Sapphire Digital for the City of Nashua’s
SmartShopper Program for one year.

Funding: Benefits Fund 13.6600.890-— 59600 SmartShopper Program.

The City of Nashua has contracted with Sapphire Digital for its annual SmartShopper program for the
past three years. The City will pay any incentives earned by employees and outlined in Attachment
B. The City will also pay Sapphire Digital 30% of the Claims amount saved by the City. Anthem, the
City’s health provider will pay Sapphire .20 per member per month. For FY22, the City has saved
$48,699 in claims, through the end of May. For the same time period, the city has paid $6,800
directly to our employees in incentives. The program has resulted in $270,614 in claims savings
since its inception and paid $42,000 in incentives. We are requesting a one year contract and will

evaluate the programs growth next spring.

Currently there is $40,000 budgeted for FY23 in the SmartShopper line of the Benefits Fund.

Kimberly Kleiner

Kimberly Kleiner
Administrative Services Division Director

Ce: K. Parkinson

C. In connection with ENGINEER’s authority as to Applications for Payment, see Article 14,
9.08 Determinations for Unit Price Wark

A ENGINEER will have authority to determine the actual quantities and classifications of items of Unit Price Work
performed by CONTRACTOR, and the written decisions of ENGINEER on such matters will be final, binding on
OWNER and CONTRACTOR and not subject to appeal (except as modified by ENGINEER to reflect changed factual
conditions).

9.09 Decisions on Requirements of Contract Documents and Acceptability of Work

A. ENGINEER will be the initial interpreter of the requirements of the Contract Documents and judge of the
acceptability of the Work there under. Claims, disputes and other matters relating to the acceptability of the Work, the
quantities and classifications of Unit Price Work, the interpretation of the requirements of the Contract documents
pertaining to the performance of the Work, and Claims seeking changes in the Contract Price or Contract Times will be
referred initially to ENGINEER in writing in accordance with the provisions of paragraph 10.05, with a request for a
formal decision,

B. When functioning as interpreter and judge under this paragraph 9.09, ENGINEER will not be Hable in connection
with any interpretation or decision rendered in such capacity, The rendering of a decision by ENGINEER pursuant to
this paragraph 9.09 with respect to any such Claim, dispute, or other matter (except any which have been waived by the
making or acceptance of final payment as provided in paragraph 14.07) will be a condition precedent to any exercise
by OWNER or CONTRACTOR of such rights or remedies as either may otherwise have under the Contract
Documents or by Laws or Regulations in respect of any such Claim, dispute, or other matter.

9.10 Limitations on ENGINEER's Authority and Responsibilities

A. Neither ENGINEER's authority or responsibility under this Article 9 or under any other provision of the Contract
Documents nor any decision made by ENGINEER in good faith either to exercise or not exercise such authority or
responsibility or the undertaking, exercise, or performance of any authority or responsibility by ENGINEER shall
create, impose, or give rise to any duty in contract, tort, or otherwise owed by ENGINEER to CONTRACTOR, any
Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them.

B. ENGINEER will not supervise, direct, control, or have authority over or be responsible for CONTRACTOR's
means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident
thereto, or for any failure of CONTRACTOR to comply with Laws and Regulations applicable to the performance of
the Work. ENGINEER will not be responsible for CONTRACTOR's failure to perform the Work in accordance with
the Contract Documents.

C. ENGINEER will not be responsible for the acts or omissions of CONTRACTOR or of any Subcontractor, any
Supplier, or of any other individual or entity performing any of the Work.

D,. ENGINEER's review of the final Application for Payment and accompanying documentation and all maintenance
and operating instructions, schedules, guarantees, Bonds, certificates of inspection, tests and approvals, and other
documentation required to be delivered by paragraph 14.07.A will only be to determine generally that their content
complies with the requirements of, and in the case of certificates or inspections, tests, and approvals that the results
certified indicate compliance with the Contract Documents.

8. The limitations upon authority and responsibility set forth in this paragraph 9.10 shall also apply to ENGINEER's
Consultants, Resident Project Representative, and assistants.

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ARTICLE 10 - CHANGES IN THE WORK; CLAIMS

10.01 Authorized Changes in the Work

A. Without invalidating the Agreement and without notice to any surety, OWNER may, at any time or from time to
time, order additions, deletions, or revisions in the Work by a Written Amendment or a Change Order. Upon receipt of
any such document, CONTRACTOR shall promptly proceed with the Work involved which will be performed under
the applicable conditions of the Contract Documents (except as otherwise specifically provided).

B. If OWNER and CONTRACTOR are unable to agree on entitlement to, or on the amount or extent, if any, of an
adjustment in the Contract Price or Contract Times, or both, that should be allowed as a result of a Change Order, a
Claim may be made therefore as provided in paragraph 10.05.

10.02 Unauthorized Changes in the Work

A. CONTRACTOR shall not be entitled to an increase in the Contract Price or an extension of the Contract Times with
respect to any work performed that is nof required by the Contract Documents as amended, modified, or supplemented
as provided in paragraph 3.04, except in the case of an emergency as provided in paragraph 6.16 or in the case of
uncovering Work as provided in paragraph 13.04.B.

10.03 Execution of Change Orders

A. OWNER and CONTRACTOR shall execute appropriate Change Orders recommended by ENGINEER (cr Written
Amendments) covering:

1. Changes in the Work which are: (i) ordered by OWNER pursuant to paragraph 10.01.A, (ii) required because of
acceptance of defective Work under paragraph 13.08.A or OWNER's correction of defective Work under
paragraph 13.09, or (iii} agreed to by the parties;

2. Changes in the Contract Price or Contract Times which are agreed to by the parties, including any undisputed
sum or amount of time for Work actually performed in accordance with a Change Order ; and

3, Changes in the Contract Price and Contract Times which embody the substance of any written decision

rendered by ENGINEER pursuant to paragraph 10.05; provided that, in lieu of executing any such Change
Order, an appeal may be taken from any such decision in accordance with the provisions of the Contract
Documents and applicable Laws and Regulations, but during any such appeal, CONTRACTOR shall carry on the
Work and adhere to the progress schedule as provided in paragraph 6.18.A.

10.04 Notification to Surety

A. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents
(including, but not limited to, Contract Price or Contract Times) is required by the provisions of any Bond to be given
to a surety, the giving of any such notice will be CONTRACTOR's responsibility. The amount of each applicable
Bond will be adjusted to reflect the effect of any such change.

10.05 Disputes — Not Insurance Related

A. Notice: Written notice stating the general nature of each Claim, dispute, or other matter shall be delivered by the
claimant to ENGINEER and the other party to the Contract promptly (but in no event later than 10 days) after the start
of the event giving rise thereto. Notice of the amount or extent of the dispute, or other matter with supporting data
shall be delivered to the ENGINEER, Risk Management Department and the other party to the Contract within 60 days
after the start of such event. A dispute for an adjustment in Contract Price shall be prepared in accordance with the
provisions in paragraph 12.01.B. A dispute for an adjustment in Contract Time shall be prepared in accordance with
the provisions of paragraph 12.02.B. Each dispute shall be accompanied by claimant's written statement that the

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adjustment disputed is the entire adjustment to which the claimant believes it is entitled as a result of said event. The
opposing party shall submit any response to ENGINEER and the claimant within 30 days after receipt of the claimant's
last submittal (unless ENGINEER allows additional time).

B. ENGINEER'S Decision: ENGINEER will render a formal decision in writing within 30 days after receipt of the last
submittal of the clatmant or the last submittal of the opposing party, if any. ENGINEER's written decision on such
dispute, or other matter will be final and binding upon CONTRACTOR unless:

1. An appeal from ENGINEER'S decision is taken within the time limits and in accordance with the dispute
resolution procedures set forth in Article 16; or

2. If no such dispute resolution procedures have been set forth in Article 16, a written notice of intention to

appeal from ENGINEER's written decision is delivered by CONTRACTOR to the other and to ENGINEER
within 30 days after the date of such decision, and a formal proceeding is instituted by the appealing party in a
forum of competent jurisdiction within 60 days after the date of such decision or within 60 days after Substantial
Completion, whichever is later (unless otherwise agreed in writing by OWNER and CONTRACTOR), to exercise
such rights or remedies as the appealing party may have the respect to such Claim, dispute, or other matter in
accordance with applicable Laws and Regulations.

C. If ENGINEER does not render a formal decision in writing within the time stated in paragraph 10.05.B, a decision
denying the dispute in its entirety shall be deemed to have been issued 31 days after receipt of the last submittal of the
claimant or the submittal of the opposing party, if any.

D. No dispute for an adjustment in Contract Price or Contract Times (or Milestones) will be valid if not submitted in

accordance with this paragraph 10.05.

ARTICLE 11 - COST OF THE WORK; CASH ALLOWANCES; UNIT PRICE WORK

11.01 Cost of the Work

A. Costs Included: The term Cost of the Work means the sum of all costs necessarily incurred and paid by
CONTRACTOR in the proper performance of the Work. When the value of any Work covered by a Change Order or
when a Claim for an adjustment in Contract Price is determined on the basis of the Cost of the Work, the costs to be
reimbursed to CONTRACTOR will be only those additional or incremental costs required because of the change in the
Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by OWNER,
such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the
following items, and shall not include any of the costs itemized in paragraph 11.01.B.

I. Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Work under
schedules of job classifications agreed upon by OWNER and CONTRACTOR. Such employees shall include
without limitation superintendents, foremen, and other personnel employed full time at the Site. Payroll costs of
employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work.
Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall
include social security contributions, unemployment, excise, and payroll taxes, workers' compensation, health and
retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. The expenses of performing
Work outside of regular working hours, on Saturday, Sunday, or legal holidays, shall be included in the above to
the extent authorized by OWNER.

2. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation
and storage thereof, and Suppliers’ field services required in connection therewith. All cash discounts shall accrue
to CONTRACTOR unless OWNER deposits finds with CONTRACTOR with which to make payments, in which
case the cash discounts shall accrue to OWNER. All trade discounts, rebates and refunds and returns from sale of

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surplus materials and equipment shall accrue to OWNER, and CONTRACTOR shall make provisions so that they
may be obtained.

3. Payments made by CONTRACTOR to Subcontractors for Work performed by Subcontractors. If required by
OWNER, CONTRACTOR shall obtain competitive bids from subcontractors acceptable to OWNER and
CONTRACTOR and shall deliver such bids to OWNER, who will then determine, with the advice of ENGINEER,
which bids, if any, will be acceptable, If any subcontract provides that the Subcontractor is to be paid on the basis
of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be determined in the same
manner as CONTRACTOR's Cost of the Work and fee as provided in this paragraph 11.01.

4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors,
attorneys, and accountants) employed for services specifically related to the Work.

5. Supplemental costs including the following:

a. The proportion of necessary transportation, travel, and subsistence expenses of CONTRACTOR's employees
incurred in discharge of duties connected with the Work.

b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery,
appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which are
consumed in the performance of the Work, and cost, less market value, of such items used but not consumed
which remain the property of CONTRACTOR.

c. Rentals of all construction equipment and machinery, and the parts thereof whether rented from
CONTRACTOR or others in accordance with rental agreements approved by OWNER with the advice of
ENGINEER, and the costs of transportation, loading, unloading, assembly, dismantling, and removal thereof.
All such cosis shall be in accordance with the terms of said rental agreements. The rental of any such
equipment, machinery, cr parts shall cease when the use thereof is no longer necessary for the Work.

6. Rental rates shall be determined as follows:

a. The base rates shall be those established in publications and revisions thereto entitled “Rental Rate Blue
Book for Construction Equipment” or the “Rental Rate Blue Book for Clder Construction Equipment” as
published by K-III, 1735 Technology Drive, Suite 401, San Jose, CA 95110-1313, Phone (408) 467-6700.

b. Attachments (e.g. tractor with ripper and dozer or tractor with loader and backhoe) will be included in the
hourly rental rate only when deemed essential to the work as determined the Engineer. When multiple
attachments are approved for use and are being used interchangeably, the attachment having the higher rental
rate shall be the only one included for payment.

c. No direct payment will be made for necessary accessories (including replenishing blades, augers, teeth,
hoses, bits, etc.) if not listed in the Rental Rate Blue Book.

d, No compensation will be allowed for shop tools having a daily rental rate of less than $10 as set forth in
Section 18 of the Rental Rate Blue Book.

i. If ordered to use equipment not listed in the aforementioned publications, the Engineer will
establish a rental rate for such equipment. CONTRACTOR shall furnish cost data that might assist in
the establishment of such rental rate.

i. Payment will be made for the actual time that such equipment is in operation on the work.

iii. Authorized standby time for idle equipment shall be paid at 50% of the specified rate, less the
estimated operating cost per hour. No markup will be added for overhead and profit.

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iv. Rental rate paid as above provided shall include the cost of fuel, oil, lubrication, small tools,
necessary attachments, repairs and maintenance of any kind, depreciation, storage, insurance and all
incidentals. CONTRACTOR shall provide the Engineer with a complete Force Account Equipment
Listing for each piece of equipment utilized.

e. Sales, consumer, use, and other similar taxes related to the Work, and for which CONTRACTOR is liable,
imposed by Laws and Regulations.

f, Deposits lost for causes other than negligence of CONTRACTOR, any Subcontractor, or anyone directly or
indirectly employed by any of them or for whose acts any of them may be liable, and royalty payments and
fees for permits and licenses.

g. Losses and damages (and related expenses) caused by damage to the Work, not compensated by insurance
or otherwise, sustained by CONTRACTOR in connection with the performance of the Work, provided such
losses and damages have resulted from causes other than negligence of CONTRACTOR, any Subcontractor, or
anyone directly or indirectly employed by any of them or for whose acts any of them may be liable. Such
losses shall include settlements made with the written consent and approval of OWNER. No such losses,

damages and expenses shall be included in the Cost of the Work for the purpose of determining
CONTRACTOR’ fee.

h. The cost of utilities, fuel, and sanitary facilities at the Site.

1, Minor expenses such as telegrams, long distance telephone calls, telephone service at the Site, expressage,
and similar petty cash items in connection with the Work.

j. When the Cost of the Work is used to determine the value of a Change Order or of a Claim, the cost of
premiums for additional Bonds and insurance required because of the changes in the Work or caused by the
event giving rise to the Claim

k. When all the Work is performed on the basis of cost-plus, the costs of premiums for all Bonds and insurance
CONTRACTOR is required by the Contract Documents to purchase and maintain.

B. Costs Excluded: The term Cost of the Work shall not include any of the following items:

1. Payroll costs and other compensation of CONTRACTOR's officers, executives, principals (of partnerships and
sole proprietorships), general managers, engineers, architects, estimators, attorneys, auditors, accountants,
purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by
CONTRACTOR, whether at the Site or in CONTRACTOR's principal or branch office for general administration of
the Work and not specifically included in the agreed upon schedule of job classifications referred to in paragraph
11.01.A.1 or specifically covered by paragraph 11.01.A.4, all of which are to be considered administrative cosis
covered by the CONTRACTOR's fee.

2. Expenses of CONTRACTOR's principal and branch offices other than CONTRACTOR’: office at the Site.

3, Any part of CONTRACTOR's capital expense, including interest on CONTRACTOR's capital employed for the
Work and charges against CONTRACTOR for delinquent payments.

4. Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly employed by
any of therm or for whose acts any of them may be liable, including but not limited to, the correction of defective

Work, disposal of materials or equipment wrongly supplied, and making good any damage to property.

5. Other overheard or general expense costs of any kind and the costs of any item not specifically and expressly
included in paragraphs 11.01.A and 11.01,B.

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C. CONTRACTOR's Fee: When all the Work is performed on the basis of cost-plus, CONTRACTOR's fee shall be
determined as set forth in the Agreement. When the value of any Work covered by a Change Order or when a Claim
for an adjustment in Contract Price is determined on the basis of Cost of the Work, CONTRACTOR’s fee shall be
determined as set forth in paragraph 12.01.C.

D. Documentation: Whenever the cost of the Work for any purpose is to be determined pursuant to paragraphs
11.01.A. and 11.01.B, CONTRACTOR will establish and maintain records thereof in accordance with generally
accepted accounting practices and submit in a form acceptable to ENGINEER. as itemized cost breakdown together
with supporting data,

11.02 Cash Allowances

A. It is understood that CONTRACTOR has included in the Contract Price all allowances so named in the Contract
Documents and shall cause the Work so covered to be performed for such sums as may be acceptable to OWNER and
ENGINEER. CONTRACTOR agrees that:

1. The allowances include the cost to CONTRACTOR (less any applicable trade discounts) of materials and
equipment required by the allowances to be delivered at the Site, and all applicable taxes; and

2. CONTRACTOR's costs for unloading and handling on the Site, labor, installation costs, overhead, profit, and
other expenses contemplated for the allowances have been included in the Contract Price and not in the
allowances, and no demand for additional payment on account of any of the foregoing will be valid.

B. Prior to final payment, an appropriate Change Order will be issued as recommended by ENGINEER fo reflect actual
amounts due CONTRACTOR on account of Work covered by allowances, and the Contract Price shall be
correspondingly adjusted.

11.63 Unit Price Work

A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the Contract
Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for each separately
identified item of Unit Price Work times the estimated quantity of each item as indicated in the Agreement. The
estimated quantities of items of the Unit Price Work are not guaranteed and are solely for the purpose of comparison of
Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications of Unit Price
Work performed by CONTRACTOR will be made by ENGINEER subjects to the provisions of paragraph 9.08

B. Each unit price will be deemed to include an amount considered by CONTRACTOR to be adequate to cover
CONTRACTOR's overhead and profit for each separately identified item.

ARTICLE 12 - CHANGE OF CONTRACT PRICE; CHANGE OF CONTRACT TIMES

12.01 Change of Contract Price

A. The Contract Price may only be changed by a Change Order or by a Written Amendment. Any Claim for an
adjustment in the Contract Price shall be based on written notice submitted by the party making the Claim to the
ENGINEER and the other party to the Contract in accordance with the provisions of paragraph 10.05.

B. The value of any Work covered by a Change Order or of any Claim for an adjustment in the Contract Price will be
determined as follows:

1, Where the Work involved is covered by unit prices contained in the Contract Documents, by application of such
unit prices to the quantities of the items involved (subject to the provisions of paragraph 11.03); or

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2. Where the Work involved is not covered by unit prices contained in the Contract Documents, by a mutually
agreed lump sum (which may include an allowance for overhead and profit not necessarily in accordance with
paragraph 12.01.C.2); or

3. Where the Work involved is not covered by unit prices contained in the Contract Documents an agreement to a
lump sum is not reached under paragraph 12.01.B.2, on the basis of the cost of the Work (determined as provided
in paragraph 11.01) plus a CONTRACTOR's fee for overhead and profit (determined as provided in paragraph
12.01.C).

C. CONTRACTOR's Fee: The CONTRACTOR's fee for overhead and profit shall be determined as follows:
1. A mutually acceptable fixed fee; or

2. Ifa fixed fee is not agreed upon, then a fee based on the following percentages of the various portions of the
Cost of the Work:

a. For costs incurred under paragraphs 11.01.A.1 and 11.01.A.2, the CONTRACTOR's fee shall be 15 percent;
b. For costs incurred under paragraph 11.01.A.3, the CONTRACTOR’s fee shall be five percent;

c. Where one or more tiers of subcontracts are on the basis of Cost of the Work plus a fee and no fixed fee is
agreed upon, the intent of paragraph 12.01.C.2.a. is that the Subcontractor who actually performs the Work, at
whatever fier, will be paid a fee of 15 percent of the costs incurred by such Subcontractor under paragraphs
11.01.A.1 and 11.01.A.2 and that any higher tier Subcontractor and CONTRACTOR will each be paid a fee
of five percent of the amount paid to the next lower tier Subcontractor;

d. No fee shall be payable on the basis of costs itemized under paragraphs 11.01.A.4, 11.01.A.5, and 11.01.B;

e. The amount of credit to be allowed by CONTRACTOR to OWNER for any change which results in a net
decrease in cost will be the amount of the actual net decrease in cost plus a deduction in CONTRACTOR’s fee
by an ainount equal to five percent of such net decrease; and

f£ When both addition and credits are involved in any one change, the adjustment in CONTRACTOR's fee

shall be computed on the basis of the net change in accordance with paragraphs 12.01.C.2.a through
12.01.C.2.e inclusive,

12.02 Change of Contract Times

A. The Contract Times (or Milestones) may only be changed by a Change Order or by a Written Amendment. Any
Claim for an adjustment in the Contract Times (or Milestones) shall be based on written notice submitted by the party
making the claim to the ENGINEER and the other party to the Contract in accordance with the provisions of paragraph
10,05,

B. Any adjustment of the contract Times (or Milestones) covered by a Change Order or of any Claim for an adjustment
in the Contract Times (or Milestones} will be determined in accordance with the provisions of this Article 12.

12.03 Delays bepond CONTRACTOR's Control

A. Where CONTRACTOR is prevented from completing any part of the Work within the Contract Times (or
Milestones) due to delay beyond the control of CONTRACTOR, the Contract Times (or Milestones) will be extended
in an amount equal to the time lost due to such delay if a Claim is made therefore as provided in paragraph 12.02.A.
Delays beyond the control of CONTRACTOR shall include, but not be limited to, acts or neglect by OWNER, acts or
neglect of utility owners or other contractors performing other work as contemplated by Article 7, fires, floods,
epidemics, abnormal weather conditions, or acts of God.

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12.04 Delays within CONTRACTOR 's Contral

A. The Contract Times (or Milestones) will not be extended due to delays within the control of CONTRACTOR.
Delays attributable to and within the control of a Subcontractor or Supplier shall be deemed to be delays within the
control of CONTRACTOR.

12.05 Delays beyond OWNER's and CONTRACTOR's Control

A. Where CONTRACTOR is prevented from completing any part of the Work within the Contract Times (or
Milestones) due to delay beyond the control of both OWNER and CONTRACTOR, an extension of the Contract
Times (or Milestones) in an amount equal to the time lost due to such delay shall be CONTRACTOR's sole and
exclusive remedy for such delay.

12,06 Delay Damages

A. In no event shall OWNER or ENGINEER be liable to CONTRACTOR, any Subcontractor, any Supplier, or any
other person or organization, or to any surety for or employee or agent of any of them, for damages arising out of or
resulting from:

1. Delays caused by or within the control of CONTRACTOR; or

2, Delays beyond the control of both OWNER and CONTRACTOR including but not limited to fires, flood,
epidemics, abnormal weather conditions, acts of God, or acts or neglect by utility owners or other contractors
performing other work as contemplated by Article 7.

B. Nothing in this paragraph 12.06 bars a change in Contract Price pursuant to this Article 12 to compensate
CONTRACTOR due to delay, interference, or disruption directly attributable to actions or inactions of OWNER or
anyone from whom OWNER is responsible.

ARTICLE 13 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF
DEFECTIVE WORK

13.01 Notice of Defects

A. Prompt notice of all defective Work of which OWNER or ENGINEER has actual knowledge will be given to
CONTRACTOR. All defective Work may be rejected, corrected, or accepted as provided in this Article 13.

13.02 Access to Work

A. OWNER, ENGINEER, ENGINEER'S Consultants, other representatives and personnel of OWNER, independent
testing laboratories, and governmental agencies with jurisdictional interest will have access to the Site and the Work at
reasonable times for their observation, inspecting, and testing. CONTRACTOR shall provide them proper and safe

conditions for such access and advise them of CONTRACTOR's Site safety procedures and programs so that they may
comply therewith as applicable.

13.03 Tests and Inspections

A. CONTRACTOR shall give ENGINEER timely notice of readiness of the Work for all required inspections, tests, or
approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or tests,

B. OWNER shall employ and pay for the services of an independent testing laboratory to perform all inspections, tests,
or approvals required by the Contract Documents except:

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