Article 2. Time of Completion. must begin within (5).

Construction work days after written notice

to do so shall have been given to the Contractor, and shall be carried on at a rate to secure its full completion within (5)........ calendar days thereafter, the rate of progress and the time of completion being es. sential conditions of this Agreement.

Article 3. Approximate Quantities and Unit Prices. The City shall pay the Contractor for all work included. in and completed according to this contract, the prices shown in the following schedule of quantities; but it is understood that the quantities shown are only approximate and may not represent the actual amount of work to be performed.

APPROXIMATE QUANTITIES AND UNIT PRICES Item of work Quantity Unit Price Amount

Article 4. Progress Payments. On or before the day of each month the City shall pay the Contractor (6). ..per cent of the value of all work performed less the aggregate of previous payments. Such value shall be estimated by the Engineer on the basis of contract prices and the quantity of work performed. Authorized extra work shall be included in progress payments.

Unless contrary to laws or ordinances (7)......per cent of the value of materials as estimated by the Engineer and suitably stored for the work shall also be included in progress payments. (8)

NOTES: (6) In most cities it is customary to use 85 or 90 per cent. (7) Some cities retain different percentages on materials delivered and on work performed. (8) If it is deemed inadvisable to pay for materials delivered, the second paragraph of Article 4 may be deleted.

When

Article 5. Acceptance and Final Payment. the work provided for under this contract has been fully completed in accordance with the terms thereof, a final estimate showing the amount of such work shall be prepared by the Engineer and filed with the City and with the Contractor within thirty days after the date of completion. The final estimate shall be accompanied by a certificate of acceptance issued by the Engineer and stating that the work has been fully completed to his satisfaction in substantial compliance with the contract.

From the final payment shall be retained all moneys expended by the City according to the terms of this contract and thereunder chargeable to the Contractor, all moneys payable to the City as liquidated damages and all deductions provided by the contract, state laws or ordinances of the City.

Payment of the final estimate and acceptance of such payment by the Contractor shall release the City from all claims of and liabilities to the Contractor in connection with this contract.

Article 6. The Contract Documents. The general and special conditions of this contract, the specifications, the plans, drawings and Bond, together with this Agreement, form the contract. The plans and drawings are as fully a part of this contract as if hereto attached. The following is an enumeration of the plans, which are entitled:

IN WITNESS WHEREOF the parties hereto have executed this Agreement, the day and year first above written.

Article 1. Definitions. (a) The contract documents consist of the Agreement, the General and Special Conditions of the Contract, the Bond, the Plans, Drawings and Specifications, including all modifications thereof incorporated in the documents before their execution. These form the contract.

(b)

The City, and the Contractor are those mentioned as such in the Agreement.

(c) Wherever in this contract the word Engineer is used, it shall be understood as referring to the Engineer in charge of the work, acting personally or through an assistant duly authorized in writing for such act by the Engineer.

(d) Any notice to be given by the City to the Contractor under this contract shall be deemed to be served if the same be delivered to the man in charge of any office used by the Contractor or to his Superintendent or in their absence, to a foreman at or near the work, or deposited in the post office, postpaid, addressed to the Contractor at his last known place of business.

(e) The term Subcontractor, as employed herein, ineludes only those having a direct contract with the Contractor, and it includes one who furnishes material worked to a special design according to the plans and specifications of this work, but does not include one who merely furnishes material not so worked.

19. Removal of Improper Material

20. Suspension of Work 21. The City's Right to Do Work

Ter

22. The City's Right to Terminate Contract 23. Contractor's Right to Stop Work or minate Contract 24. Removal of Equipment 25. Use of Completed Portions

26. Payments Withheld 27. Contractor's Liability Insurance

28. Indemnity

29. Unpaid Wages 30. Indemnity Bond 31. Damages

32. Lands for Work 33. Assignment

34. Rights of Various Interests

35. Separate Contracts 36. Subcontracts

37. Points and Instructions

38. Engineer's Status
39. Engineer's Decisions
40. Review of Decisions
41. Cleaning Up

(g) All time limits stated in the Contract Docu. ments are of the essence of the contract.

(h) The words "plans" and "drawings" are used synonymously in this contract.

Article 2. Execution, Correlation and Intent of Documents. The contract documents are complementary, and what is called for by any one shall be as binding as if called for by all. The intention of the documents is to include all labor and materials, equipment and transportation necessary for the proper execution of the work. It is not intended, however, that materials or work not covered by or properly inferable from any heading, branch, class or trade of the specifications shall be supplied unless distinctly so noted on the drawings. Materials or work described in words which so applied have a well-known technical or trade meaning shall be held to refer to such recognized standards. Article 3. Detail Drawings and Instructions. Engineer shall furnish, with reasonable promptness, additional instructions, by means of drawings or otherwise, necessary for the proper execution of the work. All such drawings and instructions shall be consistent

The

with the contract documents, true developments thereof, and reasonably inferable therefrom.

Article 4. Copies of Drawings Furnished. Unless otherwise provided in the contract documents, the City will furnish to the Contractor, free of charge, all copies of drawings and specifications reasonably necessary for the execution of the work.

Article 5. Order of Completion. The Contractor shall complete any portion or portions of the work in such order of time as has been stated by instructions to bidders prior to the opening of bids or in such order as the Engineer may declare necessary by reason of an emergency.

Article 6. Drawings and Specifications on the Work. The Contractor shall keep one copy of all drawings and specifications on the work, in good order, available to the Engineer and to his representatives.

Article 7. No Other Interested Parties. The Contractor declares that the only persons interested in this contract as principals are therein named as such; that no official of the municipality and no person acting for or employed by the municipality is directly or indirectly interested in this bid, or in any contract which may be made under it, or in any expected emolument or profit to arise therefrom; that his bid and his contract are made in good faith, without fraud, collusion or connection with any other person bidding for the same work. (9)

It is under

Article 8. Contractor's Understanding. stood and agreed that the Contractor has, by careful examination, satisfied himself as to the nature and location of the work, the conformation of the ground, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the prosecution of the work, the general and local conditions, and all other matters which can in any way affect the work under this contract.

No official, officer or agent of the municipality is authorized to make any representations as to the materials or workmanship involved, or the conditions to be encountered, and the Contractor agrees that no such statement or the evidence of any document or plan, not a part of this contract, shall constitute any grounds for claim as to conditions encountered. No verbal agreement or conversation with any officer, agent or employee of the City, either before or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained.

Unless

The

Article 9. Materials, Appliances, Employees. otherwise specified all materials shall be new and both workmanship and materials shall be of a good quality. The Contractor shall, if required, furnish satisfactory evidence as to the kind and quality of materials. Contractor shall at all times enforce strict discipline and good order among his employees, and shall not employ on the work any unfit person or anyone not skilled in the work assigned to him.

If any person employed on the work shall refuse or neglect to obey the directions of the Engineer, or his duly authorized agents, as to workmanship, character of the work or quality of materials, or be so incompetent, disorderly or unfaithful as to endanger the proper fulfillment of this contract, he shall upon the request of said Engineer be at once discharged and not again employed on any part of the work.

Article 10. Royalties and Patents. Unless otherwise specified the Contractor shall pay all royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and shall save the City harmless from loss on account thereof except that the City shall be responsible for all such loss when a particular patented process or product is specified, unless the specifications state that the article specified is patented.

Article 11. Surveys, Permits and Regulations. The City shall make all surveys unless otherwise provided. Permits and licenses of a temporary nature necessary for the prosecution of the work shall be secured and paid for by the Contractor.

The Contractor shall give all notices and comply with all laws, ordinances, rules and regulations bearing on the conduct of the work as drawn and specified. The Contractor is required to observe all laws and ordinances relating to the obstructing of streets, maintaining sig. nals, keeping open passageways and protecting them where exposed to danger, and all general ordinances

NOTE: (9) Where not required by law or local regulations, Article 7 may be omitted.

affecting him or his employees or his work hereunder in his relation to the City, or any person, and also generally to obey all laws and ordinances controlling or limiting the Contractor while engaged in the prosecu tion of the work under this contract. If the Contractor observes that the drawings and specifications are at variance with laws and regulations, he shall promptly notify the Engineer in writing, and any necessary changes shall be adjusted as provided in the contract for changes in the work. If the Contractor performs any work knowing it to be contrary to such laws, ordinances, rules or regulations, and without such notice to the Engineer, he shall bear all costs arising therefrom.

Article 12. Protection of Work and Property. The Contractor must protect and support all water and gas pipes or other conduits and all railway tracks, buildings, walls, fences or other properties which are liable to be damaged during the execution of his work. He shall take all reasonable and proper precautions to protect persons, animals and vehicles of the public from injury, and wherever necessary shall erect and maintain a fence or railing around any excavation, and place a sufficient number of red lights about the work and keep them burning from twilight until sunrise; and shall employ one or more watchmen as an additional security, when ever they are needed. He must, as far as practicable and consistent with good construction, permit access to private and public property and leave fire hydrants and catch basins free from encumbrances.

Article 13. Inspection of Work. The Engineer and his representatives shall at all times have access to the work wherever it is in preparation or progress and the Contractor shall provide proper facilities for such access and for inspection.

The work is to be done under the supervision of an inspector or inspectors, whose duties will be to see that the requirements of the specifications are carried out, but their presence or absence is in no manner to be presumed to relieve in any degree the responsibility or obligations of the Contractor.

If the specifications, the Engineer's instructions, laws, ordinances, or any public authority require any work to be specially tested or approved, the Contractor shall give the Engineer timely notice of its readiness for inspection, and if the inspection is by another authority than the Engineer, of the date fixed for such inspection. Inspections by the Engineer shall be promptly made, and where practicable at the source of supply. If any work should be covered up without approval or consent of the Engineer it must, if required by the Engineer, be uncovered for examination at the Contractor's expense.

The Contractor shall remove, rebuild and make good at his own cost any work which is found to be defectively executed. Any failure to condemn work at the time of its construction shall not be construed as an acceptance of defective work. If any doubt exists as to the character of such work, it must on order of the Engineer be taken up. If found to be imperfect, it must be made good without additional compensation; if satisfactory, the actual cost, plus fifteen (15) per cent, of removing and replacing, shall be paid to the Contractor.

Article 14. Superintendence: Supervision. The Contractor must at all times have an authorized representative on the work to whom orders can be given, this representative to have full authority to carry out all orders given by the Engineer, and shall keep on the work, during its progress, a competent superintendent and any necessary assistants, all satisfactory to the Engineer.

The superintendent shall represent the Contractor in his absence and all directions given to him shall be as binding as if given to the Contractor. Directions shall be confirmed in writing upon written request in each case. The Contractor shall give efficient supervision to the work, using his best skill and attention.

During the construction and maintenance period of the work of this contract, any orders given by the Engineer or his representatives to the manager, superin. tendents, or foreman of the Contractor in the absence of the Contractor shall have the same force and effect as if given to the Contractor.

If the Contractor, in the course of the work, finds any discrepancy between the plans and the physical conditions of the locality, or any errors of omissions in plans or in the layout as given by points and instructions, it shall be his duty to immediately inform the Engineer in writing, and the Engineer shall promptly verify the same. Any work done after such discovery, until authorized, will be done at the Contractor's risk. Neither party shall employ or hire any employee of the other party without the other party's consent.

Article 15. Changes in the Work. The Engineer shall have the right to make alterations in the line, grade, plan, form or dimensions of the work herein contemplated, either before or after the commencement of the work and without notice to the sureties. If such alterations diminish the quantity of work to be done, they shall not constitute a claim for damages for anticipated profits for the work dispensed with, but when the reduction in amount is a material part of the work contemplated, the Contractor shall be entitled to com. pensation as determined by the Engineer for overhead and equipment charges which he may have incurred in expectation of the quantity of work originally esti mated, unless specifically provided herein; if they increase the amount of work, the increase shall be paid according to the quantity of work actually done and at the price established for such work under this con tract excepting where, in the opinion of the Engineer, the Contractor is clearly entitled to extra compensation.

Article 16. Extra Work and Payment Therefor. When the Contractor is directed to perform work and furnish materials which are neither shown upon the plans, nor reasonably implied in the specifications, and for which no price has been named in the agreement for work or materials of like character, such work and materials shall be considered as extra work, and the Contractor shall perform the same to the satisfaction of the Engineer.

The value of any such extra work or change shall be determined in one or more of the following ways: (a) By estimate and acceptance in a lump sum. (b) By unit prices named in the contract or subsequently agreed upon.

(c)

By cost and percentage or by cost and a fixed fee.

If none of the above methods is agreed upon, the Contractor, provided he receives an order as above, shall proceed with the work. In such case and also under case (c), he shall keep and present in such form as the Engineer may direct, a correct account of the net cost of labor and materials, together with vouchers. In any case, the Engineer shall certify to the amount, including reasonable allowance for overhead and profit, due to the Contractor. No extras of any kind will be allowed unless ordered in writing by the Engineer.

No verbal order or suggestion given by any employce of the City shall be construed as authorizing or laying the basis for any claim on the part of the Contractor for extra compensation, either for extra work or ma terials or for damages because of the Contractor's compliance therewith. Such verbal orders and suggestions as to the performance of the work may be freely given, but in case they appear to the Contractor to involve extra work, for which he should receive extra compensation, he must make written demand for a written order for such extra work. In case of dispute as to what does or does not constitute extra work a decision will be made by the Engineer.

Article 17. Deductions for Uncorrected Work. If the Engineer deems it inexpedient to correct work injured or done not in accordance with the contract, an equit able deduction from the contract price shall be made therefor.

Article 18. Delays and Extensions of Time. If the Contractor be delayed at any time in the progress of the work by any act or neglect of the City or of its employees, or by any other contractor employed by the City, or by changes ordered in the work, or by strikes, lockouts, fire, unusual delay in transportation, unavoidable casualties or any causes beyond the Contractor's control or by any causes which the Engineer shall decide to justify the delay, then the time of completion shall be extended for such reasonable time as the Engineer may decide. (10)

No such extension shall be made for delay occurring more than seven days before claim therefor is made in writing to the Engineer. In the case of a continuing cause of delay, only one claim is necessary.

If no schedule or agreement stating the dates upon which drawings shall be furnished is made, then no claim for delay shall be allowed on account of failure to furnish drawings until two weeks after demand for such drawings and not then unless such claims be reasonable.

This article does not exclude the recovery of damages for delay by either party under other provisions in the contract documents.

Article 19. Removal of Improper Material. All materials to be provided by the Contractor shall be of the best quality, and if the Contractor shall bring or

NOTE: (10) Use name of official having authority, if not Engineer.

cause to be brought on the work materials which do not conform to the requirements of this contract, the Engineer shall order the same to be removed forthwith, and in case of the neglect or refusal of the Contractor or those employed by him to remove such materials, to cause the same to be removed at the expense of the Contractor and to deduct the cost of such removal and all other expenses incident thereto from the amount which may be due to the Contractor on this contract. And in case of the violation of this provision the amount of costs and expenses shall be deducted by the Engineer from the final, or any other estimate of the amount due to the Contractor on this contract.

Article 20. Suspension of Work. The City may at any time suspend the work, or any part thereof, by giving days' notice to the Contractor in writ ing. The work shall be resumed by the Contractor within ten (10) days after the date fixed in the written notice from the City to the Contractor so to do. The City shall reimburse the Contractor for expense incurred by the Contractor in connection with the work under this contract as a result of such suspension, unless such suspension is ordered to secure compliance with the terms of this contract.

But if the work, or any part thereof, shall be stopped by the notice in writing aforesaid, and if the City does not give notice in writing to the Contractor to resume work at a date within of the date fixed in the written notice to suspend, then the Contractor may abandon that portion of the work so suspended and he will be entitled to the estimates and payments for all such work on the portions so abandoned, if any. Article 21. City's Right to do Work. In case the Contractor fails to prosecute any portion of the work embraced in this agreement at a rate of progress satis_ factory to the Engineer, or in a manner not in compliance with the specifications or plans, thereupon the Engineer shall, in writing, notify the Contractor to remove all cause of complaint within a time specified in such notice. If the Contractor fails so to do, the Engineer may proceed to complete such portion of the work in such manner as he may determine. All cost of such work shall be deducted from any money due, or which may become due the Contractor under this contract.

Article 22. City's Right to Terminate Contract. If the Contractor should be adjudged a bankrupt, or if he should make a general assignment for the benefit of his creditors, or if a receiver should be appointed on account of his insolvency, or if he should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided, to supply enough properly skilled workmen or proper materials, or if he should fail to make prompt payment to subcontractors or for material or labor, or persistently disregard laws, ordinances or the instructions of the Engineer, or should cease operations under this contract at any time for the space of ten (10) days, or otherwise be guilty of a substantial violation of any provision of the contract, then the City upon the certificate of the Engineer that suf ficient cause exists to justify such action, may, without prejudice to any other right or remedy and after giving the Contractor and his surety seven days' written notice, terminate the employment of the Contractor and take possession of the premises and of all materials, tools and appliances thereon and finish the work by whatever method it may deem expedient. In such case the Contractor shall not be entitled to receive any further payment until the work is finished. If the unpaid balance of the contract price shall exceed the expense of finishing the work, including compensations for additional managerial and administrative services, such excess shall be paid to the Contractor. If such expense shall exceed such unpaid balance, the Contractor shall pay the difference to the City. The expense incurred by the City, as herein provided, and the damage incurred through the Contractor's default shall be certified by the Engineer.

Article 23. Contractor's Right to Stop Work or Terminate Contract. If the work should be stopped under an order of any court, or other public authority, for a period of three months, through no act or fault of the Contractor or of anyone employed by him, or if the Engineer should fail to issue any estimate for payment within days after it is due, or if the City should fail to pay the Contractor within a reasonable time any sum certified by the Engineer, then the Contractor may, upon seven days' written notice to the City and the Engineer, stop work or terminate this contract and recover from the City payment for all work executed and any loss sustained upon any plant or materials and reasonable profit and damages.

Article 24. Removal of Equipment. In the case of annulment of this contract before completion from any cause whatever, the Contractor, if notified to do so by

the City, shall promptly remove any part or all of his equipment and supplies from the property of the City, failing which the City shall have the right to remove such equipment and supplies at the expense of the Contractor.

Article 25. Use of Completed Portions. The City shall have the right to take possession of and use any completed or partially completed portion of the work notwithstanding the time of completing the entire work or such portions may not have expired. If such prior use increases the cost of or delays the work, the Contractor shall be entitled to such extra compensation, or extension of time, or both, as the Engineer may determine.

Article 26. Payment Withheld. The City may with hold or, on account of subsequently discovered evidence, nullify the whole or a part of any certificate to such extent as may be necessary to protect itself from loss on account of

(a) Defective work not remedied.

(b) Claims filed against the Contractor or reasonable evidence indicating probable filing of claims.

(c) Failure of the Contractor to make payments properly to subcontractors or for material or labor.

(d) A reasonable doubt that the contract can be completed for the balance then unpaid.

(e) Damage to another Contractor.

When the above grounds are removed payments shall be made for amounts withheld because of them.

Article 27. Contractors' Liability Insurance. Except as otherwise provided by law, the Contractor shall maintain such insurance as will protect him from claims under workman's compensation acts and from any other claims for damages for personal injury, including death, which may arise from operations under this contract whether such operations be by himself or by any subcontractor or anyone directly or indirectly employed by either of them. Satisfactory evidence of such insurance shall be filed with the Engineer, if he so require, and shall be subject to his approval for adequacy of protection.

Article 28. Indemnity. The Contractor shall indemnify and save harmless the City from and against all losses and all claims, demands, payments, suits, actions, recoveries and judgments of every nature and description brought or recovered against it by reason of any act or omission of the Contractor, his agents or employees, in the execution of the work or in the guarding of it.

Article 29. Unpaid Wages. Whenever, in the opinion of the Engineer, it may be necessary for the progress of the work to secure to any of the employees engaged in the work under this contract any wages which may then be due them, the City is hereby authorized to pay the employees the amount due them or any lesser amount and the amount so paid them, as shown by their receipts, shall be deducted from any moneys that may be or become payable to the Contractor.

Article 30. Indemnity Bond. This contract shall not become operative unless the Contractor on or before the time of signing the contract shall have delivered to the City a satisfactory surety bond in such form and amount as the City may prescribe guaranteeing the satisfactory performance of this contract; and such bond shall be attached thereto and become a part of this contract.

Article 31. Damages. Should the Contractor be of the opinion at any time that he has sustained damages under this contract, for which he should be compensated, or has been required to perform extra work not ordered in writing by the Engineer, he shall, within seven days after sustaining such damage or doing such extra work, make a written statement to the Engineer, of the nature of the damage claimed or of the extra work per formed and not ordered. The Engineer shall thereupon render a decision in the matter, which decision shall be subject to review under the provisions of Article 40, but if such claim shall not have been presented within the seven days above mentioned, but shall be presented at some later time, then the Engineer's decision in the matter shall be final and the Contractor shall not be entitled to have such claims reviewed.

Article 32. Lands for Work. The City shall provide the lands upon which the work under this contract is to be done except that the Contractor shall provide land required for the erection of temporary construction facilities and storage of his material, together with right of access to same.

Article 33. Assignment. The Contractor shall not assign the contract or sublet it as a whole without the written consent of the City.

work being done by the City's forces or by other contractors is contiguous to work covered by this contract, the respective rights of the various interests involved shall be established by the Engineer.

Article 35. Separate Contracts. The City reserves the right to let other contracts in connection with this work. The Contractor shall afford other contractors reasonable opportunity for the introduction and storage of their materials and the execution of their work, and shall properly connect and coordinate his work with theirs.

If any part of the Contractor's work depends for proper execution or results upon the work of any other contractor, the Contractor shall inspect and promptly report to the Engineer any defects in such work that render it unsuitable for such proper execution and results. His failure to inspect and report shall constitute an acceptance of the other contractor's work as fit and proper for the reception of his work, except as to defects which may develop in the other contractor's work after the execution of his work.

Article 36.

Subcontractors. The Contractor shall, as soon as practicable after the signature of the contract, notify the Engineer in writing of the names of subcontractors proposed for the work and shall not employ any that the Engineer may within ..... days object to as incompetent or unfit.

The Contractor agrees that he is as fully responsible to the City for the acts and omissions of his subcontractors and of persons either directly or indirectly employed by them, as he is for the acts and omissions of persons directly employed by him.

Nothing contained in the contract documents shall create any contractual relation between any subcontractor and the City.

The Contractor

Article 37. Points and Instructions. shall provide reasonable and necessary opportunities and facilities for setting points and making measurements. He shall not procede until he has made timely demand upon the Engineer for, and has received from him, such points and instructions as may be necessary as the work progresses. The work shall be done in strict conformity with such points and instructions.

The Contractor shall carefully preserve bench marks, reference points and stakes, and in case of willful or careless destruction, he shall be charged with the resulting expense and shall be responsible for any mistakes that may be caused by their. unnecessary loss or disturbance.

Article 38. Engineer's Status. The Engineer shall have general supervision and direction of the work. He has authority to stop the work whenever such stoppage may be necessary to insure the proper execution of the Contract. He shall also have authority to reject all work and materials which do not conform to the contract, to direct the application of forces to any por tion of the work, as in his judgment is required, and to order the force increased or diminished, and to decide questions which arise in the execution of the work. It is further agreed by all parties hereto that the Engineer shall in all cases determine the amount or quantity, or the classification of the several kinds of work or material, which are to be paid for under this contract.

Article 39. Engineer's Decisions. The Engineer shall decide all questions which may arise relative to the performance of this contract. All decisions of the Engineer shall, when so requested, be rendered in writing. They shall be final and conclusive in all matters except the financial considerations involved. They shall be final also as to the financial consideration unless within ten days after such decision the Contractor applies in writing to the. . (11) for a review of such decision. Article 40. Review of Decisions. When an applica tion for review of the Engineer's decision is presented, said.... (11) shall, within..... ..days thereafter, give opportunity for the Contractor to appear before it and the Engineer, and present evidence bearing upon such decision, and any claims for a modification or reversal thereof. Said. . (11) shall render its decision within days after such appearance and its decision shall be final unless the Contractor shall, within. .days after receiving

the decision, give notice in writing of his intention to file suit in court for final determination of the matter. Article 41. Cleaning Up. The Contractor shall, as directed by the Engineer, remove from the City's prop erty and from all public and private property, at his Own expense, all temporary structures, rubbish and waste materials resulting from his operations.

NOTE: (11) Insert name of Supervisory Board, Commission or Council.