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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
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 claimant 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.

1. 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

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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 funds 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
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 costs shall be in accordance with the terms of said rental agreements. The rental of any such
equipment, machinery, or 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 Older Construction Equipment” as
published by K-IIl, 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.

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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.

ii. 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.

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's fee.

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

i. 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

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City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

April 27, 2022
Memo #22-262

TO: Mayor Donchess
Finance Committee

SUBJECT: Vehicle Lift in the amount not to exceed $74,532.97 funded from 71999 Miscellaneous
Equipment/Streets Fleet Maintenance

Please see attached communications from Jon lbara, Superintendent of the Street Department, dated April
28, 2022 for project specific details related to this purchase. Below please find a summary of the purchase
approval request:

Item: Wireless Mobile Column Lift System
Value: $74,532.97 utilizing Sourcewell MN Cooperative contract #013020-ARP
Vendor: Ari Phoenix Inc.

Department: 161 Streets
Source Fund: 71999 Miscellaneous Equipment/ Streets Fleet Maintenance

Ordinance: Pursuant to § 5-84 Special purchase procedures A/(3) Purchases which can be
procured through cooperative intergovernmental purchase agreements with
other governmental jurisdictions

The Board of Public Works (4/28/2022 BPW meeting), Division of Public Works: Streets, and the
Purchasing Department respectfully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: J Ibara
C O'Connor

11.01.A.1 or specifically covered by paragraph 11.01.A.4, all of which are to be considered administrative costs
covered by the CONTRACTOR's fee.

2. Expenses of CONTRACTOR's principal and branch offices other than CONTRACTOR’s 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 them or for whose acts any of them may be liable, including but not limited to, the correction of defective
Work, disposal of materials or equioment 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.

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 to reflect actual
amounts due CONTRACTOR on account of Work covered by allowances, and the Contract Price shall be
correspondingly adjusted.

11.03 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

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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

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. If a 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 tier, 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 amount equal to five percent of such net decrease; and

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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 beyond 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.

12.04 Delays within CONTRACTOR's Control

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.

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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:

1. For inspections, tests, or approvals covered by paragraphs 13.03.C and 13.03.D below;

2. That costs incurred in connection with tests or inspections conducted pursuant to paragraph 13.04.B shall be
paid as provided in said paragraph 13.04.B; and

3. As otherwise specifically provided in the Contract Documents.

4. That costs incurred by OWNER due to retesting, re-inspection, or standby time due to unacceptable materials,
or workmanship provided by the CONTRACTOR, or due to poor scheduling by the CONTRACTOR of tests of
inspections, will be deducted from the payments to the CONTRACTOR. CONTRACTOR shall stop work as necessary
to allow for inspections and tests by OWNER and ENGINEER.

C. If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) specifically to be
inspected, tested, or approved by an employee or other representative of such public body, CONTRACTOR shall
assume full responsibility for arranging and obtaining such inspections, tests, or approvals, pay all costs in connection
therewith, and furnish ENGINEER the required certificates of inspection or approval.

D. CONTRACTOR shall be responsible for arranging and obtaining and shall pay all costs in connection with any
inspections, tests, or approvals required for OWNER'S and ENGINEER's acceptance of materials or equipment to be
incorporated in the Work; or acceptance of materials, mix designs, or equipment submitted for approval prior to
CONTRACTOR's purchase thereof for incorporation in the Work. Such inspections, tests, or approvals shall be
performed by organizations acceptable to OWNER and ENGINEER.

E. If any Work (or the work of others) that is to be inspected, tested, or approved is covered by CONTRACTOR without
written concurrence of ENGINEER, it must, if requested by ENGINEER, be uncovered for observation.

F. Uncovering Work as provided in paragraph 13.03.E shall be at CONTRACTOR's expense unless CONTRACTOR has
given ENGINEER timely notice of CONTRACTOR's intention to cover the same and ENGINEER has not acted with
reasonable promptness in response to such notice.

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G. The OWNER intends to provide inspection for the project. The inspector will be available during a forty (40) hour
period during the week from Monday through Friday. In the event the CONTRACTOR receives permission from the
OWNER and elects to work more than forty hours during the week or more than 10 hours in one day, or on a Saturday,
Sunday, or legal holiday, the CONTRACTOR shall be responsible for all inspection, ENGINEERing and testing costs
incurred during that period. For all inspection and testing work performed on Saturday, Sunday, or legal holidays, the
minimum chargeable time shall be four (4) hours. The OWNER reserves the right to deduct these inspection,
ENGINEERing, and testing costs directly from the CONTRACTOR’S payments.

13.04 Uncovering Work

A. If any Work is covered contrary to the written request of ENGINEER, it must, if requested by ENGINEER, be
uncovered for ENGINEER's observation and replaced at CONTRACTOR’S expense.

B. If ENGINEER considers it necessary or advisable that covered Work be observed by ENGINEER or inspected or tested
by others, CONTRACTOR, at ENGINEER's request, shall uncover, expose, or otherwise make available for observation,
inspection, or testing as ENGINEER may require, that portion of the Work in question, furnishing all necessary labor,
material, and equipment. If it is found that such Work is defective, CONTRACTOR shall pay 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 uncovering, exposure,
observation, inspection, and testing, and of satisfactory replacement or reconstruction (including but not limited to all
costs of repair or replacement of work of others); and OWNER shall be entitled to an appropriate decrease in the
Contract Price. If the parties are unable to agree as to the amount thereof, OWNER may make a Claim therefore as
provided in paragraph 10.05. If, however, such Work is not found to be defective, CONTRACTOR shall be allowed an
increase in the Contract Price or an extension of the Contract Times (or Milestones), or both, directly attributable to
such uncovering, exposure, observation, inspection, testing, replacement, and reconstruction. If the parties are unable
to agree as to the amount or extent thereof, CONTRACTOR may make a Claim therefore as provided in paragraph
10.05.

13.05 OWNER May Stop the Work

A. If the Work is defective, or CONTRACTOR fails to supply sufficient skilled workers or suitable materials or equipment,
or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, OWNER
may order CONTRACTOR to stop the Work, or any portion thereof, until the cause of such order has been eliminated;
however, this right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this
right for the benefit of CONTRACTOR, any Subcontractor, any Supplier, any other individual or entity, or any surety for,
or employee or agent of any of them.

13.06 Correction or Removal of Defective Work

A.CONTRACTOR shall correct all defective Work, whether or not fabricated, installed, or completed, or, if the Work
has been rejected by ENGINEER, remove it from the Project and replace it with Work that is not defective.
CONTRACTOR shall pay 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 such correction or removal {including but not limited to all costs of repair or replacement of
work of others).

13.07 Correction Period

A. If within one year after the date of Substantial Completion or such longer period of time as may be prescribed by
Laws or Regulations or by the terms of any applicable special guarantee required by the Contract documents or by any
specific provision of the Contract Documents, any Work is found to be defective, or if the repair of any damages to the
land or areas made available for CONTRACTOR's use by OWNER or permitted by Laws and Regulations as

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contemplated in paragraph 6.11.A is found to be defective, CONTRACTOR shall promptly, without cost to OWNER and
in accordance with OWNER's written instructions: (i) repair such defective land or areas, or (ii) correct such defective
Work or, if the defective Work has been rejected by OWNER, remove it from the Project and replace it with Work that
is not defective, and (ili) satisfactorily correct or repair or remove and replace any damage to other Work, to the work
of others or other land or areas resulting there from. If CONTRACTOR does not promptly comply with the terms of
such instructions, or in an emergency where delay would cause serious risk of loss or damage, OWNER may have the
defective Work corrected or repaired or may have the rejected Work removed and replaced, and 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 correction
or repair or such removal and replacement (including but not limited to all costs of repair or replacement work of
others) will be paid by CONTRACTOR.

B. In special circumstances where a particular item of equipment is placed in continuous service before Substantial
Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in
the Specifications or by Written Amendment.

C. Where defective Work (and damage to other Work resulting there from) has been corrected or removed and
replaced under this paragraph 13.07, the correction period hereunder with respect to such Work will be extended for
an additional period of one year after such correction or removal and replacement has been satisfactorily completed.

D. CONTRACTOR's obligations under this paragraph 13.07 are in addition to any other obligation or warranty. The
provisions of this paragraph 13.07 shall not be construed as a substitute for or a waiver of the provisions of any
applicable statute of limitation or repose.

13.08 Acceptance of Defective Work

A. If, instead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to ENGINEER's
recommendation of final payment, ENGINEER) prefers to accept it, OWNER may do so, CONTRACTOR shall pay 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) attributable to
OWNER's evaluation of and determination to accept such defective Work (such costs to be approved by ENGINEER as
to reasonableness) and the diminished value of the Work to the extent not otherwise paid by CONTRACTOR pursuant
to this sentence. If any such acceptance occurs prior to ENGINEER's recommendation of final payment, a Change
Order will be issued incorporating the necessary revisions in the Contract Price, reflecting the diminished value of
Work so accepted. If the parties are unable to agree as to the amount thereof, OWNER may make a Claim therefore as
provided in paragraph 10.05. If the acceptance occurs after such recommendation, an appropriate amount will be
paid by CONTRACTOR to OWNER.

13.09 OWNER May Correct Defective Work

A. If CONTRACTOR fails within a reasonable time after written notice from ENGINEER to correct defective Work or to
remove and replace rejected Work as required by ENGINEER in accordance with paragraph 13.06.A, or if CONTRACTOR
fails to perform the Work in accordance with the Contract Documents, or if CONTRACTOR fails to comply with any
other provision of the Contract Documents, OWNER may, after seven days written notice to CONTRACTOR, correct and
remedy any such deficiency.

B. In exercising the rights and remedies under this paragraph, OWNER shall proceed expeditiously. In connection with
such corrective and remedial action, OWNER may exclude CONTRACTOR from all or part of the Site, take possession of
all or part of the Work and suspend CONTRACTOR's services related thereto, take possession of CONTRACTOR's tools,
appliances, construction equipment and machinery at the Site, and incorporate in the Work all materials and
equipment stored at the Site or for which OWNER has paid CONTRACTOR but which are stored elsewhere.
CONTRACTOR shall allow OWNER, OWNER's representatives, agents and employees, OWNER's other contractors, and

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