gencond
GENERAL CONDITIONS - 1
GENERAL CONDITIONS
ARTICLE 1 - CONTRACT DOCUMENTS
1.1 Definitions
1.1.1 The Contract Documents
1.1.1.1 The Contract documents consist of the Owner-Contractor Agreement,
Advertisement, Bidding Documents, Contract Forms, Conditions of the Contract,
Specifications, Drawings, and all addenda issued prior to and all Modifications
issued after execution of the Contract. A Modification is (1) a written
amendment to the contract signed by both parties, (2) a Change Order, (3) a
written interpretation issued by the Director pursuant to Subparagraph 2.2.8, or
(4) a written order for a minor change in the work issued by the Director pursuant
to Paragraph 12.4. Change Order Directives issued by the Architect on an AIA
201 are acceptable.
1.1.2 The Contract
1.1.1.1 The Contract Documents form the Contract for Construction. This Contract
represents the entire and integrated agreement between the parties hereto and
supersedes all prior negotiations, representations, or agreements, either written or
oral. The Contract may be amended or modified only by a Modification as
defined in Subparagraph 1.1.1. The Contract Documents shall not be construed
to create any contractual relationship of any kind between the Director and the
Contractor, but the Director shall be entitled to performance of obligations
intended for his benefit, and to enforcement thereof. Nothing contained in the
Contract Documents shall create any contractual relationship between the Owner
or the Director and any Subcontractor or Sub-subcontractor.
1.1.3 The Work
1.1.1.1 The Work comprises the completed construction required by the Contract
Documents and includes all labor necessary to produce such construction, and all
materials and equipment incorporated or to be incorporated in such construction.
1.1.4 The Project
1.1.1.1 The project is the total construction of which the Work performed under the
Contract Documents may be the whole or a part.
1.2 Execution Correlation and Intent
1.1.1 The Contract Documents shall be signed in not less than triplicate by the Owner and
Contractor. If either the Owner or the Contractor or both do not sign the Conditions of
the Contract, Drawings, Specifications, or any of the other Contract Documents, the
Director shall identify such Documents.
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1.1.2 By executing the Contract, the Contractor represents that he has visited the site,
familiarized himself with the local conditions under which the work is to be performed,
and correlated his observations with the requirements of the Contract Documents.
1.1.3 The intent of the Contract Documents is to include all items necessary for the proper
execution and completion of the Work. The Contract Documents are complementary,
and what is required by any one shall be as binding as if required by all. Work not
covered in the Contract Documents will not be required unless it is consistent therewith
and is reasonably inferable therefrom as being necessary to produce the intended results.
Words and abbreviations which have well-known technical or trade meanings are used in
the Contract Documents in accordance with such recognized meanings. In case of
inconsistent requirements in the Contract Documents the requirements for the greater
quantity or higher quality shall take precedence and shall be the Contract requirement.
1.1.4 The organization of the specifications into divisions, sections and articles, and the
arrangement of Drawings shall not control the Contractor in dividing the work among
Subcontractors or in establishing the extent of Work to be performed by any trade.
1.1.5 Where used in conjunction with the Director`s or Engineer`s response to submittals,
requests, applications, inquiries, reports and claims by the Contractor, the meaning of the
term "approved" will be held to the limitations of the Director`s responsibilities and
duties as specified in the General and Supplementary Conditions. In no case will
"approval" by the Director be interpreted as an assurance to the Contractor that the
requirements of the Contract Documents have been fulfilled.
1.1.6 Where reference is made to standards or trade association publications, it shall mean to
refer to the latest edition and revision thereof, if any, in effect on the date of the contract
Documents.
1.1.7 Except as otherwise defined in context, the following words, terms, and phrases shall
mean as follows:
1.1.1.1 "as shown," "as indicated," "as detailed," or "as noted" shall mean "as shown
(indicated, etc.) on drawings or any other diagrammatic or written reference on
the Drawings."
1.1.1.2 "Provide" shall mean "furnish and install, complete and ready for intended use."
1.1.1.3 "Directed," "required," "permitted," "ordered," "designed," "prescribed," and
similar words shall mean the "direction (requirement, permission, order,
designation, or prescription) of the Director."
1.1.1.4 "Approved," "acceptable," "satisfactory," and similar words shall mean
"approved by (acceptable or satisfactory to) the Director".
1.1.1.5 "Necessary," "responsible," "proper," "correct," and similar words shall mean
"necessary (reasonable, proper, or correct) in the judgment of the Director."
1.1.1.6 Words in the singular shall also mean and include the plural, wherever the
context so indicates, and words in the plural shall mean the singular, wherever
the context so indicates.
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1.3 Ownership and Use of Documents
1.1.1 All Drawings, Specifications and copies thereof furnished by the Director are and shall
remain his property. They are to be used only with respect to his project and are not to be
used any other project. With the exception of one contract set for each party to the
Contract, such documents are to be returned or suitably accounted for to the Director on
request at the completion of the Work. Submission or distribution to meet official
regulatory requirements or for other purposes in connection with the Project is not to be
construed as publication in derogation of the Director's common law copyright or other
reserved rights.
ARTICLE 2 - DIRECTOR
2.1 Definition
1.1.1 The duly authorized representative of the Owner that is responsible for the satisfactory
completion of the project. The Department Head for the Department awarding the
contract is the Director unless otherwise noted.
2.2 Administration of the Contract
1.1.1 The Director will provide administration of the Contract as hereinafter described.
1.1.2 The Director will be the Owner's representative during construction and until final
payment is due. The Director will advise and consult with the Owner. The Owner's
instructions to the Contractor shall be forwarded through the Director. The Director will
have authority to act on behalf of the Owner only to the extent provided in the Contract
Documents, unless otherwise modified by written instrument in accordance with
Subparagraph 2.2.18.
1.1.3 The Director will visit the site at intervals appropriate to the stage of construction to
familiarize himself generally with the progress and quality of the Work and to determine
in general if the Work is proceeding in accordance with the Contract Documents.
However, the Director will not be required to make exhaustive or continuous on-site
inspections to check the quality or quantity of the Work. On the basis of his on-site
observations as a Director, he will keep the Owner informed of the progress of the work,
and will endeavor to guard the Owner against defects and deficiencies in the Work of the
Contractor. The Director will not be responsible for and will not have control or charge
of construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the Work, and he will not be responsible for
the Contractor's failure to carry out the Work in accordance with the Contract
Documents. The Director will not be responsible for or have control or charge over the
acts or omissions of the Contractor, Subcontractors, or any of their agents or employees,
or any other persons performing any of the Work.
1.1.4 The Director shall at all times have access to the Work wherever it is in preparation and
progress. The Contractor shall provide facilities for such access so the Director may
perform his functions under the Contract Documents.
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1.1.5 Based on the Directors observations and an evaluation of the Contractor's Applications
for Payment, the Director will determine the amounts owing to the Contractor and will
issue Certificates for Payment in such amounts, as provided in Paragraph 9.4.
1.1.6 The Director will be the interpreter of the requirements of the Contract Documents and
the judge of the performance thereunder by both the Owner and Contractor.
1.1.7 The Director will render interpretations necessary for the proper execution or progress of
the Work, with reasonable promptness and within thirty (30) days of request for
interpretation, in accordance with Subparagraph 3.2.8. Either party to the Contract may
make written request to the Director for such interpretations.
1.1.8 Claims, disputes and other matters in question between the Contractor and the Owner
relating to the execution or progress of the Work or the interpretation of the Contract
Documents shall be referred initially to the Director for decision which will render in
writing within thirty (30) days.
1.1.9 All interpretations and decisions of the Director shall be consistent with the intent of and
reasonably inferable from the Contract Documents and will be in writing or in the form
of drawings. In his capacity as interpreter and judge, he will endeavor to secure faithful
performance by both the Owner and the Contractor, will not show partiality to either, and
will not be liable for the result of any interpretation or decision rendered in good faith in
such capacity.
1.1.10 The Director's decisions in matters relating to artistic effect will be final if consistent with
the intent of the Contract Documents.
1.1.11 The Director's decision shall be subject to the Contractor's right of appeal to the
Administrator, as set forth in Subparagraph 7.9.
1.1.12 The Director will have authority to reject Work which does not conform to the Contract
Documents. Whenever, in his opinion, he considers it necessary or advisable for the
implementation of the intent of the Contract Documents, he will have authority to require
special inspection or testing of the Work in accordance with Subparagraph 7.7.2 whether
or not such Work be then fabricated, installed or completed. However, neither the
Director's authority to act under this Subparagraph 2.2.13, nor any decision made by him
in good faith either to exercise or not to exercise such authority, shall give rise to any
duty or responsibility of the Director to the Contractor, any Subcontractor, any of their
agents or employees, or any other person performing any of the Work.
1.1.13 The Director will review and approve or take other appropriate action upon Contractor's
submittals such as Shop Drawings, Product Data and Samples, but only for conformance
with the design concept of the Work and with the information given in the Contract
Documents. Such action shall be taken with reasonable promptness so as to cause no
delay. The Director's approval of a specific item shall not indicate approval of an
assembly of which the item is a component.
1.1.14 The Director will prepare Change Orders in accordance with Article 12, and will have
authority to order minor changes in the Work as provided in Subparagraph 12.4.1.
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1.1.15 The Director will conduct inspections to determine the dates of Substantial Completion
and final completion, will receive and forward to the Owner for the Owner's review
written warranties and related documents required by the Contract and assembled by the
Contractor, and will issue a final Certificate for Payment upon compliance with the
requirements of Paragraph 9.9.
1.1.16 If the Owner and Director agree, the Director will provide one or more Project
Representatives to assist the Director in carrying out his responsibilities at the site. The
duties, responsibilities and limitations of authority of any such Project Representative
shall be as explained by the Director at a pre-construction meeting.
1.1.17 The duties, responsibilities and limitations of authority of the Director as the Owner's
representative during construction as set forth in the Contract Documents will not be
modified or extended without written consent of the Owner, the Contractor and the
Director.
1.1.18 In case of the termination of the employment of the Director, the Owner shall appoint an
Director whose status under the Contract Documents shall be that of the former Director.
ARTICLE 3 - OWNER
3.1 Definition
1.1.1 The term "Owner", sometimes also referred to as the "Awarding Authority" or
"Authority" means the City of Northampton identified in the Owner-Contractor
Agreement, a public body, politic and corporate, organized and existing under the laws of
the Commonwealth of Massachusetts. No member of the City shall in any way, directly
or indirectly be personally liable under any of the provisions of this Contract.
1.1.2 The term "Administrator" means the Director as defined in Article 2.0.
1.1.3 The City and its authorized representatives and agents shall at all times have access to,
and be permitted to observe and review all Work, materials, payrolls, records of
personnel, conditions of employment, invoices of materials, and other relevant data and
records.
1.1.4 All communications, except for protests or disputes, of the Contractor to the Department
and its representatives and agents must be forwarded through the Director. They shall be
in writing, addressed to the Department and be considered given if delivered to the office
of Director either by hand or if in a sealed, postage prepaid envelope, addressed to the
Department c/o the Director: or if delivered prepaid to a telegraph office for transmission
to the Director's office.
1.1.5 Items requiring the Administrator's countersignature as per sub-paragraph 3.1.8 shall be
valid only with the signature of the Administrator or with the signature of those
designated to act in his/her stead.
1.1.6 Items requiring the Administrator's countersignature to be valid shall include but not be
limited to the following:
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1.1.1.1 Approval, substitutions, and final selection of Sub- Bidders pursuant to M.G.L.
Section 44F of Chapter 149.
1.1.1.2 Change Orders, whether or not they affect a change in the Contract Sum or in the
Contract Time.
1.1.1.3 Written orders, notices, and approvals given by the Owner pursuant to the
Contract Documents or pursuant to any Laws applicable to this Contract.
1.1.1.4 Stop Work order.
1.1.1.5 Certificate of Substantial Completion.
1.1.1.6 Final payment.
1.1.1.7 Termination of Contract.
1.1.7 In any instance needing clarification as to whose signature is required, the Contractor
shall seek clarification in writing from the Director.
1.1.8 Work undertaken by the Contractor or a Subcontractor at the Owner's or any other
person's order without the Administrator's countersignature prior to the start of such work
shall be considered unauthorized work shall not be considered cause for any extra
payment on account of the Contract, and the Contractor or Subcontractor shall be
responsible for performing, at their own expense any corrective measures required by the
Administrator.
3.2 Information and Services Required of the Owner
1.1.1 The Owner shall, at the request of the Contractor, at the time of execution of the Owner-
Contractor Agreement, furnish to the Contractor reasonable evidence that he has made
financial arrangements to fulfill his obligations under the Contract. Unless such
reasonable evidence is furnished, the Contractor is not required to execute the Owner-
Contractor Agreement or to commence the Work.
1.1.2 The Owner shall furnish all surveys describing the physical characteristics, legal
limitations and utility locations for the site of the Project, and a legal description of the
site.
1.1.3 Except as provided in Subparagraph 4.7.1, the Owner shall secure and pay for necessary
approvals, easements, assessments and charges required for the construction, use or
occupancy of permanent structures or for permanent changes in existing facilities.
1.1.4 Information or services under the Owner's control shall be furnished by the Owner with
reasonable promptness to avoid delay in the orderly progress of the Work.
1.1.5 The Owner will furnish to the Contractor, free of charge, all copies of Contract
Documents reasonably necessary for the execution of the Work, including one set for
record purposes. In addition, the Owner, through the Director, will furnish to the
Contractor a reproducible transparency and one black line print of details and
clarification drawings issued after the Contract has been awarded. The Contractor, at his
GENERAL CONDITIONS - 7
own expense, shall provide and distribute such number of prints of these transparencies
as required for his own and his Subcontractors' use.
1.1.6 The Owner shall forward all instructions to the Contractor through the Director.
Communications shall be in writing and be considered given if delivered at the office of
the Contractor; or if in a sealed, postage-prepaid envelope addressed to the Contractor's
office and deposited in the United States mail; or if delivered prepaid to a telegraph office
for transmission to the Contractor's office.
1.1.7 The foregoing are in addition to other duties and responsibilities of the Owner
enumerated herein and especially those in respect to Work by Owner or by Separate
Contractors, Payments and Completion, and insurance in Articles 6,9 and 11 respectively.
1.1.8 Pursuant to Chapter 30 of the General Laws, the following Section 39 P is included
herein in its entirety.
1.1.9 Every contract subject to Section 39 M of this Chapter or Section 44 A of Chapter 149
which requires the City, any official, its Director or engineer to make a decision on
interpretation of the specifications, approval of equipment, material or any other
approval, or progress of the work, shall require that the decision be made promptly and,
in any event, no later than thirty days after the written submission for decision: but if
such decision requires extended investigation and study, the awarding authority, the
official, Director or engineer shall, within thirty days after the receipt of the submission,
give the party making the submission written notice of the reasons why the decision
cannot be made within the thirty-day period and the date by which the decision will be
made.
3.3 Owner’s Right to Stop the Work
1.1.1 If the Contractor fails to correct defective Work as required by Paragraph 13.2 or
persistently fails to carry out the Work in accordance with the Contract Documents, the
Owner, by a written order signed personally or by an agent specifically so empowered by
the Owner in writing, may order the Contractor to stop the Work, or any portion thereof,
until the cause for such order has been eliminated; however, this right of the Owner to
stop the Work shall not give rise to any duty on the part of the Owner to exercise this
right for the benefit of the Contractor or any other person or entity, except to the extent
required by Subparagraph 6.1.3.
1.1.2 Pursuant to Chapter 30 of the General Laws, the following provisions (a) and (b) of
Section 39 O are included herein in their entirety:
1.1.1.1 The Awarding Authority may order the General Contractor in writing to suspend,
delay, or interrupt all or any part of the Work for such period of time as it may
determine to be appropriate for the convenience of the Awarding Authority;
provided, however, that if there is a suspension, delay or interruption for fifteen
days or more due to a failure of the Awarding Authority to act within the time
specified in this contract, the Awarding Authority shall make an adjustment in
the Contract price for any increase in the cost of performance of this Contract,
but shall not include any profit to the General Contractor on such increase; and
provided further, that the Awarding Authority shall not make any adjustment in
the Contract Price under this provision for any suspension, delays, interruption or
GENERAL CONDITIONS - 8
failure to act to the extent that such is due to any cause for which this Contract
provides for an equitable adjustment of the Contract Price under any other
provisions.
1.1.1.2 The general contractor must submit the amount of a claim under provision (a) to
the awarding authority in writing as soon as practicable after the end of the
suspension, delay, interruption or failure to act and, in any event, not later than
the date of final payment under this contract and, except for costs due to a
suspension order, the awarding authority shall not approve any costs in the claim
incurred more than twenty days before the general contractor notified the
awarding authority in writing of the act or failure to act involved in the claim.
3.4 Owner’s Right to Carry Out the Work
1.1.1 If the Contractor defaults or neglects to carry out the Work in accordance with the
Contract Documents and fails within seven days after receipt of written notice from the
Owner to commence and continue correction of such default or neglect with diligence
and promptness, the Owner may, after seven days following receipt by the Contractor of
an additional written notice and without prejudice to any other remedy he may have,
make good such deficiencies. In such case an appropriate Change Order shall be issued
deducting from the payments then or thereafter due the Contractor the cost of correcting
such deficiencies, including compensation for the Director's additional services made
necessary by such default, neglect or failure. Such action by the Owner and the amount
charged to the Contractor are both subject to the prior approval of the Director. If the
payments then or thereafter due the Contractor are not sufficient to cover such amount,
the Contractor shall pay the difference to the Owner.
ARTICLE 4 - CONTRACTOR
4.1 Definition
1.1.1 The "Contractor" sometimes referred to as the "General Contractor", is the person or
entity identified as such in the Owner-Contractor Agreement and is referred to throughout
the Contract Documents as if singular in number and masculine in gender. The term
Contractor means the Contractor or his authorized representative.
4.2 Review of Contract Documents
1.1.1 The Contractor shall carefully study and compare the Contract Documents and shall at
once report to the Director any error, inconsistency or omission he may discover. The
Contractor shall not be liable to the Owner or the Director for any damage resulting from
any such errors, inconsistencies or omissions in the Contract Documents. The Contractor
shall perform no portion of the Work at any time without Contract Documents or, where
required, approved Shop Drawings, Product Data or Samples for such portion of the
Work.
1.1.2 The Contractor shall compare all grades, lines, levels, and dimensions shown on the
Drawings with actual site conditions, and before commencing work he shall promptly
report to, and await for the reply from the Director, any inconsistencies he may discover.
The Director shall reply within five working days.
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4.3 Supervision and Construction Procedures
1.1.1 The Contractor shall supervise and direct the Work, using his best skill and attention. To
this end, he shall employ a superintendent who shall be on the site all times work is in
progress. He shall be solely responsible for all construction means, methods, techniques,
sequences and procedures and for coordinating all portions of the Work under the
Contract.
1.1.2 The Contractor shall be responsible to the Owner for the acts and omissions of his
employees, Subcontractors and their agents and employees, and other persons performing
any of the Work under a contract with the Contractor.
1.1.3 The Contractor shall not be relieved from his obligations to perform the Work in
accordance with the Contract Documents either by the activities or duties of the Director
in his administration of the Contract, or by inspections, tests or approvals required or
performed under Paragraph 7.7 by persons other than the Contractor.
1.1.4 The Contractor, at his own expense, shall do all engineering required for establishing
grades, lines, levels, dimensions, layouts, and reference points for all trades; shall be
responsible for maintaining bench marks and other survey marks; and shall replace as
directed any bench marks or survey marks which have been disturbed or destroyed.
1.1.5 Unless otherwise required under the Contract Documents, or directed in writing by the
Director, all Work shall be done during regular working hours. However, if the
Contractor desires to carry on the Work outside of regular working hours or Saturdays,
Sundays, or Massachusetts holidays he shall allow ample time to enable satisfactory
arrangements to be made for inspecting work in progress and shall bear all cost with
respect thereto. The Owner shall bill the Contractor directly for such costs.
1.1.6 Work done outside of regular working hours without the consent or knowledge of the
Director shall be subject to additional inspection and testing directed by the Director.
The cost of this testing shall be paid by the Contractor whether the Work is found to be
acceptable or not.
4.4 Labor and Materials
1.1.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and
pay for all labor, materials, equipment, tools, construction equipment and machinery,
water, heat, utilities, transportation, and other facilities and services necessary for the
proper execution and completion of the Work, whether temporary or permanent and
whether or not incorporated or to be incorporated in the Work.
1.1.2 The 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 task assigned to him.
1.1.3 Except where otherwise specifically provided to the contrary, the words "or equal" are
hereby inserted immediately following the naming or describing of each article,
assembly, system, or any component part thereof, in any of the Contract Documents.
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1.1.4 In accordance with Section 39M of Chapter 30 of the General Laws "an item shall be
considered equal to the item so named or described if (1) it is at least equal in quality,
durability, appearance, strength, and design, (2) it will perform at least equally the
function imposed by the general design for the public work being contracted for or the
material being purchased, and (3) it conforms substantially, even with deviations, to the
detailed requirements for the item in the said specifications".
1.1.5 However, the Contractor and the Subcontractors are required to submit to the Director for
consideration as to its equality, a written notice containing the name and full particulars
pertaining to any items other than the specific or specifics named or described in the
Contract Documents. Such submittal shall in no event be made later than 120 calendar
days prior to the incorporation of the item into the Work, except in any case in which (1)
the period of time specified in the Contract Documents for Substantial completion of the
Work is less than 120 calendar days form the time of execution of the Contract. The
aforesaid written notice shall be submitted to the Director immediately following the
execution of the Contract.
1.1.6 Upon receipt of such written notice, the Director shall investigate whether the item in
question shall be considered equal to the item named or described in the Contract
Documents. Upon conclusion of the investigation, the Director shall, in writing,
promptly advise the Contractor that the item in question is, or is not, considered the equal
of the item named or described as aforesaid, and that said item may, or may not, be
furnished on the Work accordingly. Such notice must have the concurrence of the
Department to be valid.
1.1.7 In no case may an item be furnished on the Work other than the item named or described,
unless the Director shall consider the item equal to the item so named or described, as
provided by law.
1.1.8 The equality of items offered as "equal" to the items named or described shall be proved
to the satisfaction of the Director at the expense of the Contractor or Subcontractor
submitting the substitution.
1.1.9 The Contractor or Subcontractor, as the case may be, shall assume full responsibility for
the prior performance of any item submitted as "equal" to the specific or specifics named
and assume the costs of any changes in his own Work or in the Work of other trades
which may be due to such substitution.
4.5 Warranty
1.1.1 The Contractor warrants to the Owner and the Director that all materials and equipment
furnished under this Contract will be new unless otherwise specified, and that all Work
will be of good quality, free from faults and defects and in conformance with the Contract
Documents. All Work not conforming to these requirements, including substitutions not
properly approved and authorized, may be considered defective. If required by the
Director, the Contractor shall furnish satisfactory evidence as to the kind and quality of
materials and equipment. This warranty is not limited by the provisions of Paragraph
13.2.
4.6 Taxes
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1.1.1 The Contractor shall pay all sales, consumer, use and other similar taxes for the Work or
portions thereof provided by the Contractor which are legally enacted at the time bids are
received, whether or not yet effective.
1.1.2 The Owner is exempt from payment of the Commonwealth of Massachusetts Sales Tax.
4.7 Permits, Fees and Notices
1.1.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and
pay for the building permit and for all other permits and governmental fees, licenses and
inspections necessary for the proper execution and completion of the Work, which are
customarily secured after execution of the Contract and which are legally required at the
time the bids are received.
1.1.2 The Contractor shall give all notices and comply with all laws, ordinances, rules,
regulations and lawful orders of any public authority bearing on the performance of the
Work.
1.1.3 It is not the responsibility of the Contractor to make certain that the Contract Documents
are in accordance with applicable laws, statutes, building codes and regulations. If the
Contractor observes that any of the Contract Documents are at variance therewith in any
respect, he shall promptly notify the Director in writing, and any necessary changes shall
be accomplished by appropriate Modification.
1.1.4 If the Contractor performs any Work knowing it to be contrary to such laws, ordinances,
rules and regulations, and without such notice to the Director, he shall assume full
responsibility therefor and shall bear all costs attributable thereto.
4.8 Allowances (intentionally deleted)
4.9 Superintendent
1.1.1 The Contractor shall employ a competent superintendent and necessary assistants who
shall be in attendance at the Project site during the progress of the Work. The
superintendent shall represent the Contractor and all communications given to the
superintendent shall be as binding as if given to the Contractor. Important
communications shall be confirmed in writing. Other communications shall be so
confirmed on written request in each case.
4.10 Progress Schedule
1.1.1 The Contractor, immediately after being awarded the Contract, shall prepare and submit
for the Owner's and Director's information an estimated progress schedule for the Work.
The progress schedule shall be related to the entire Project to the extent required by the
Contract Documents, and shall provide for expeditious and practicable execution of the
Work.
1.1.2 The progress schedule shall show by bar graph or critical path method, as acceptable to
the Director, in sufficient detail, clearly the interrelationships between the various
construction operations and the percentage of completion and the dollar value on the first
day of each month for the Work in each Section of the Specifications and also for the
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entire work. The graph shall also show the date that the Work in each Section
commenced.
1.1.3 A copy of the progress schedule shall be kept in the Contractor's field office and be
brought up to date each month to show the actual progress of the Work.
4.11 Documents and Samples at the Site
1.1.1 The Contractor shall maintain at the site for the Owner one record copy of all Drawings,
Specifications, Addenda, Change Orders and other Modifications, in good order and
marked currently to record all changes made during construction, and approved Shop
Drawings, Product Data and Samples. These shall be available to the Director and shall
be delivered to him for the Owner upon completion of the Work.
4.12 Shop Drawings, Product Data and Samples
1.1.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for
the Work by the Contractor or any Subcontractor, manufacturer, supplier or Distributor to
illustrate some portion of the Work.
1.1.2 Product Data are illustrations, standard schedules, performance charts, instructions,
brochures, diagrams and other information furnished by the contractor to illustrate a
material, product or system for some portion of the Work.
1.1.3 Samples are physical examples which illustrate materials, equipment or workmanship and
establish standards by which the Work will be judged.
1.1.4 The Contractor shall review, approve and submit, with reasonable promptness and in
such sequence as to cause no delay in the Work or in the work of the Owner or any
separate contractor, all Shop Drawings, Product Data and Samples required by the
Contract Documents.
1.1.5 By approving and submitting Shop Drawings, Product Data and Samples, the Contractor
represents that he has determined and verified all materials, field measurements and field
construction criteria related thereto, or will do so, and that he has checked and
coordinated the information contained within such submittals with the requirements of
the Work and of the Contract Documents.
1.1.6 The Contractor shall not be relieved of responsibility for any deviation from the
requirements of the Contract Documents by the Director's approval of Shop Drawings,
Product Data or Samples under Subparagraph 2.2.14 unless the Contractor has
specifically informed the Director in writing of such deviation at the time of submission
and the Director has given written approval to the specific deviation. The Contractor
shall not be relieved from responsibility for errors or omissions in the Shop Drawings,
Product Data or Samples by the Director's approval thereof.
1.1.7 The Contractor shall direct specific attention, in writing or on resubmitted Shop
Drawings, Product Data or Samples, to revisions other than those requested by the
Director on previous submittals.
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1.1.8 No portion of the Work requiring submission of a Shop Drawing, Product Data or
Sample shall be commenced until the submittal has been approved by the Director as
provided in Subparagraph 2.2.14. All such portions of the Work shall be in accordance
with approved submittals.
4.13 Use of Site
1.1.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances,
permits and the Contract Documents and shall not unreasonably encumber the site with
any materials or equipment.
4.14 Cutting and Patching of Work
1.1.1 The Contractor shall be responsible for all cutting, fitting or patching that may be
required to complete the Work or to make its several parts fit together properly.
1.1.2 The Contractor shall not damage or endanger any portion of the Work or the work of the
Owner or any separate contractors by cutting, patching or otherwise altering any work, or
by excavation. The Contractor shall not cut or otherwise alter the work of the Owner or
any separate contractor except with the written consent of the Owner and of such separate
contractor. The Contractor shall not unreasonably withhold from the Owner or any
separate contractor his consent to cutting or otherwise altering the Work.
4.15 Cleaning Up
1.1.1 The Contractor at all times shall keep the premises free from accumulation of waste
materials or rubbish caused by his operations. At the completion of the Work he shall
remove all his waste materials and rubbish from and about the Project as well as all his
tools, construction equipment, machinery and surplus materials.
1.1.2 If the Contractor fails to clean up at the completion of the Work, the Owner may do so as
provided in Paragraph 3.4 and the cost thereof shall be charged to the Contractor.
4.16 Indemnification
1.1.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless
the Owner and the Director and their agents and employees from and against all claims,
damages, losses and expenses, including but not limited to attorneys' fees, arising out of
or resulting from the performance of the Work, provided that any such claim, damage,
loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury
to or destruction of tangible property (other than the Work itself) including the loss of use
resulting therefrom, and (2) is caused in whole or in part by any negligent act or omission
of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable, regardless of whether or not it
is caused in part by a party indemnified hereunder. Such obligation shall not be
construed to negate, abridge, or otherwise reduce any other right or obligation of
indemnity which would otherwise exist as to any party or person described in this
Paragraph 4.18.
1.1.2 In any and all claims against the Owner or the Director or any of their agents or
employees by any employee of the Contractor, any Subcontractor, anyone directly or
GENERAL CONDITIONS - 14
indirectly employed by any of them or anyone for whose acts any of them may be liable,
the indemnification obligation under this Paragraph 4.18 shall not be limited in any way
by any limitation on the amount or type of damages, compensation or benefits payable by
or or for the Contractor or any Subcontractor under worker's or workmen's compensation
acts, disability benefit acts or other employee benefit acts.
1.1.3 The obligations of the Contractor under this Paragraph 4.18 shall not extend to the
liability of the Director, his agents or employees arising out of (1) the preparation or
approval of maps, drawings, opinions, reports, surveys, change orders, designs or
specifications, or (2) the giving of or the failure to give directions or instructions by the
Director, his agents or employees provided such giving or failure to give is the primary
cause of the injury or damage.
ARTICLE 5 - SUBCONTRACTORS
5.1 Definition
1.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to
perform any of the Work at the site. The term Subcontractor is referred to throughout the
Contract Documents as if singular in number and masculine in gender and means a
Subcontractor or his authorized representative. The term Subcontractor does not include
any separate contractor or his subcontractors.
1.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a
Subcontractor to perform any of the Work at the site. The term Sub-subcontractor is
referred to throughout the Contract Documents as if singular in number and masculine in
gender and means a Sub-subcontractor or an authorized representative thereof.
5.2 Award of Subcontracts and Other Contracts for Portions of the Work
1.1.1 Unless otherwise required by the Contract Documents or the Bidding Documents, the
Contractor, as soon as practicable after the award of the Contract, shall furnish to the
Owner and the Director in writing the names of the persons or entities (including those
who are to furnish materials or equipment fabricated to a special design) proposed for
each of the principal portions of the Work. The Director will promptly reply to the
Contractor in writing stating whether or not the Owner or the Director, after due
investigation, has reasonable objection to any such proposed person or entity. Failure of
the Owner or Director to reply promptly shall constitute notice of no reasonable
objection.
1.1.2 The Contractor shall not contract with any such proposed person or entity to whom the
Owner or the Director has made reasonable objection under the provisions of
Subparagraph 5.2.1. The Contractor shall not be required to contract with anyone to
whom he has a reasonable objection.
1.1.3 If the Owner or the Director has reasonable objection to any such proposed person or
entity, the Contractor shall submit a substitute to whom the Owner or the Director has no
reasonable objection, and the Contract Sum shall be increased or decreased by the
difference in cost occasioned by such substitution and an appropriate Change Order shall
be issued; however, no increase in the Contract Sum shall be allowed for any such
GENERAL CONDITIONS - 15
substitution unless the Contractor has acted promptly and responsively in submitting
names as required by Subparagraph 5.2.1.
1.1.4 The Contractor shall make no substitution for any Subcontractor, person or entity
previously selected if the Owner or Director makes reasonable objection to such
substitution.
1.1.5 Paragraphs 5.2.1. through 5.2.4 apply to any sub-trade included in Item 1 of the Form for
General Bid.
1.1.6 The award of subcontracts for any sub-trade included in Item 2 of the Form for General
Bid shall be in accordance with Chapter 149, Sections 44A to 44H, M.G.L.
5.3 Subcontractural Relations
1.1.1 By an appropriate agreement, written where legally required for validity, the Contractor
shall require each Subcontractor, to the extent of the Work to be performed by the
Subcontractor, to be bound to the Contractor by the terms of the Contract Documents,
and to assume toward the Contractor all the obligations and responsibilities which the
Contractor, by these Documents, assumes toward the Owner and the Director. Said
agreement shall preserve and protect the rights of the Owner and the Director under the
Contract Documents with respect to the Work to be performed by the Subcontractor so
that the subcontracting thereof will not prejudice such rights, and shall allow to the
Subcontractor, unless specifically provided otherwise in the Contractor-Subcontractor
agreement, the benefit of all rights, remedies and redress against the Contractor that the
Contractor, by these Documents, has against the Owner. Where appropriate, the
Contractor shall require each Subcontractor to enter into similar agreements with his
Subsubcontractors. The Contractor shall make available to each proposed Subcontractor,
prior to the execution of the Subcontract, copies of the Contract Documents to which the
Subcontractor will be bound by this Paragraph 5.3, and identify to the Subcontractor any
terms and conditions of the proposed Subcontract which may be at variance with the
Contract Documents. Each Subcontractor shall similarly make copies of such documents
available to his Sub-subcontractors.
1.1.2 Paragraph 5.3.1 applies to Subcontractors for sub-trades included in Item 1 of the Form
for General Bid.
1.1.3 The Contractor and each Subcontractor for a sub-trade listed in Item 2 of the form for
General Bid shall execute a Subcontract in accordance with M.G.L. Chapter 149, Section
44F.
ARTICLE 6 - INTENTIONALLY DELETED
ARTICLE 7 - MISCELLANEOUS PROVISIONS
7.1 Governing Law
1.1.1 The Contract shall be governed by the law of the place where the Project is located.
7.2 Successors and Assigns
GENERAL CONDITIONS - 16
1.1.1 The Owner and the Contractor each binds himself, his partners, successors, assigns and
legal representatives to the other party hereto and to the partners, successors, assigns and
legal representatives of such other party in respect to all covenants, agreements and
obligations contained in the Contract Documents. Neither party to the Contract shall
assign the Contract or sublet it as a whole without the written consent of the other, nor
shall the Contractor assign any moneys due or to become due to him hereunder, without
the previous written consent of the Owner.
7.3 Written Notice
1.1.1 Written notice shall be deemed to have been duly served if delivered in person to the
individual or member of the firm or entity or to an officer of the corporation for whom it
was intended, or if delivered at or sent by registered or certified mail to the last business
address known to him who gives the notice.
7.4 Claims for Damages
1.1.1 Should either party to the Contract suffer injury or damage to person or property because
of any act or omission of the other party or of any of his employees, agents or others for
whose acts he is legally liable, claim shall be made in writing to such other party within a
reasonable time after the first observance of such injury or damage.
7.5 Performance Bond and Labor and Material Payment Bond
1.1.1 The Owner shall have the right to require the Contractor to furnish bonds covering the
faithful performance of the Contract and the payment of all obligations arising thereunder
if and as required in the Bidding Documents or in the Contract Documents.
7.6 Rights and Remedies
1.1.1 The duties and obligations imposed by the Contract Documents and the rights and
remedies available thereunder shall be in addition to and not a limitation of any duties,
obligations, rights and remedies otherwise imposed or available by law.
1.1.2 No action or failure to act by the Owner, Director or Contractor shall constitute a waiver
of any right or duty afforded any of them under the Contract, nor shall any such action or
failure to act constitute an approval of or acquiescence in any breach thereunder, except
as may be specifically agreed in writing.
7.7 Tests
1.1.1 If the Contract Documents, laws, ordinances, rules, regulations or orders of any public
authority having jurisdiction require any portion of the Work to be inspected, tested, or
approved, the Contractor shall give the Director timely notice of its readiness so the
Director may observe such inspection, testing or approval. The Contractor shall bear all
costs of such inspections, tests or approvals conducted by public authorities. Unless
otherwise provided, the Owner shall bear all costs of other inspections, tests or approvals.
1.1.2 If the Director determines that any Work requires special inspection, testing or approval
which Subparagraph 7.7.1 does not include, he will, upon written authorization from the
Owner, instruct the Contractor to order such special inspection, testing or approval, and
GENERAL CONDITIONS - 17
the Contractor shall give notice as provided in Subparagraph 7.7.1. If such special
inspection or testing reveals a failure of the Work to comply with the requirements of the
Contract Documents, the Contractor shall bear all costs thereof, including compensation
for the Director's additional services made necessary by such failure; otherwise the
Owner shall bear such costs, and an appropriate Change Order shall be issued.
1.1.3 Required certificates of inspection, testing or approval shall be secured by the Contractor
and promptly delivered by him to the Director.
1.1.4 If the Director is to observe the inspections, tests or approvals required by the Contract
Documents, he will do so promptly and, where practicable, at the source of supply.
7.8 Interest
1.1.1 Payments due and unpaid under the Contract Documents shall bear interest from the date
payment is due at such rate as the parties may agree upon in writing or, in the absence
thereof, at the legal rate prevailing at the place of the Project.
7.9 Disputes
1.1.1 Claims, disputes, and other matters in question between the Contractor and the Owner
arising out of, or relating to, the Contract Documents or the breach thereof, except as
provided in Subparagraph 2.2.11 with respect to the Director's decisions on matters
relating to artistic effect, and except for claims which have been waived by the making or
acceptance of final payment as provided by Subparagraph 9.9.4 and 9.9.5. shall be
decided by the Director subject to the right of appeal to the City Solicitor. If the Director
fails to render a decision within thirty calendar days after receiving written notice of
claim, either party may request a written decision from the City Solicitor.
1.1.2 Appeal of a Director's decision must be made directly to the City Solicitor by certified
mail (copy to the Director and Owner) within twenty-one calendar days after the date on
which the party making the appeal receives the Director's written decision. Failure to
appeal within this period will result in the Director's decision becoming final and binding
upon the Owner and the Contractor.
1.1.3 Appeal procedures shall be in conformance with M.G.L. Chapter 30, Section 39Q which
provides as follows:
1.1.1.1 Dispute regarding changes in and interpretations of the terms or scope of the
Contract and denials of or failures to act upon claims for payment for extra work
or materials shall be resolved according to the following procedures, which shall
constitute the exclusive method for resolving such disputes. Written notice of the
matter in dispute shall be submitted promptly by the claimant to the chief
executive official of the state agency which awarded the contract or his/her
designee. No person or business entity having a contract with a state agency
shall delay, suspend, or curtail performance under that contract as a result of any
dispute subject to this section. Any disputed order, decision, or action by the
agency or its authorized representative shall be fully performed or complied with
pending resolution of the dispute.
GENERAL CONDITIONS - 18
1.1.1.2 Within thirty days of submission of the dispute to the chief executive official of
the state agency or his/her designee, s/he shall issue a written decision stating the
reasons therefor, and shall notify the parties of their right of appeal under this
section. If the official or his/her designee is unable to issue a decision within
thirty days, s/he shall notify the parties to the dispute in writing of the reasons
why a decision cannot be issued within thirty days and of the date by which the
decision shall issue. Failure to issue a decision within the thirty-day period of
within the additional time period specified in such written notice shall be deemed
to constitute a denial of the claim and shall authorize resort to the appeal
procedure described below. The decision of the chief executive official or
his/her designee shall be final and conclusive unless an appeal is taken as
provided below.
1.1.1.3 Within twenty-one calendar days of the receipt of a written decision or of the
failure to issue a decision as stated in the preceding subparagraph, any aggrieved
party may file a notice of claim for an adjudicatory hearing with the division of
hearing officers or if the amount in controversy exceeds ten thousand dollars in
lieu of appealing the decision of the chief executive official, the aggrieved party
may file an action directly in a court of competent jurisdiction and shall serve
copies thereof upon all other parties in the form and manner prescribed by the
rules governing the conduct of adjudicatory proceedings of the division of
hearing officers. The appeal shall be referred to a hearing officer experienced in
construction law and shall be prosecuted in accordance with the formal rules of
procedure for the conduct of adjudicatory hearings of the division of hearing
officers, except as provided below. The hearing officer shall issue a final
decision as expeditiously as possible, but in no event more than one hundred and
twenty calendar days after conclusion of the adjudicatory hearings, unless the
decision is delayed by a request for extension of time for filing post-hearing
briefs or other submissions assented to by all parties. Whenever, because an
extension of time has been granted, the hearing officer is unable to issue a
decision within one hundred and twenty days, s/he shall notify all parties of the
reasons for the delay and the date when the decision will issue. Failure to issue a
decision with in the one hundred and twenty-day period or within the additional
period specified in such written notice shall give the petitioner the right to pursue
any legal remedies available to him/her without further delay.
1.1.1.4 When the amount in dispute is less then ten thousand dollars, a contractor who is
party to the dispute may elect to submit the appeal to a hearing officer
experienced in construction law for expedited hearing in accordance with the
informal rules of practice and procedure of the division of hearing officers. An
expedited hearing under this subparagraph shall be available at the sole option of
the contractor. The hearing officer shall issue a decision no later than sixty days
following the conclusion of any hearing conducted pursuant to this subparagraph.
The hearing officer's decision shall be final and conclusive, and shall not be set
aside except in cases of fraud.
1.1.4 The Contractor shall proceed with the disputed Work as directed by the Director. Notice
must be given to the Project Representative by the Contractor's superintendent every day
that disputed Work is to be performed. Accurate records of the nature and extent of the
disputed Work and of the time spent and equipment used on the disputed Work shall be
maintained by the superintendent and verified daily by the Project Representative.
GENERAL CONDITIONS - 19
7.10 Record Keeping and Management Controls
1.1.1 The Contractor shall make and retain for at least six years after final payment records
which reflect the transactions and dispositions of the firm in accordance with the
requirements of M.G.L. Chapter 30, Section 39R (b).
1.1.2 These records and the subcontractor's records pertaining to this Contract shall be
available for examination by the Owner, Department, Division of Capital Planning and
Operations, and Inspector General for six years after final payment.
1.1.3 Prior to execution of the Contract the Contractor shall submit a statement of management
on internal accounting controls to the Owner in conformance with M.G.L. Chapter 30,
Section 39R (c). The system of controls must reasonably assure that:
1.1.1.1 transactions are executed in accordance with management's general and specific
authorization:
1.1.1.2 the transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for asset:
1.1.1.3 access to assets is permitted only in accordance with management's authorization:
and
1.1.1.4 the recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action was taken with respect to any
difference.
1.1.4 The statement of management on internal accounting controls must have been reviewed
by an independent certified public accountant (CPA), and that CPA shall file a statement
with the Owner in conformance with the requirements of M.G.L. Chapter 30, Section
39R (c). The CPA's statements must:
1.1.1.1 state that the internal accounting controls statement was examined:
1.1.1.2 express an opinion as to whether management's statement of internal accounting
controls is consistent with management's evaluation of the system of internal
accounting controls; and
1.1.1.3 express an opinion as to whether the statement is reasonable with respect to
transactions and assets of material amounts in the context of the firm's overall
financial picture.
1.1.5 The Contractor shall submit to the Owner annually during the term of the Contract a
financial statement prepared by an independent CPA. This statement shall be based on
an audit of the firm's records in accordance with the requirements of M.G.L. Chapter 30,
Section 39R (a) (5). The financial statement shall be accompanied by an accountant's
report in accordance with the requirements of M.G.L. Chapter 30, Section 39R (a) (6)
stating:
1.1.1.1 the scope of the audit made by the CPA and
GENERAL CONDITIONS - 20
1.1.1.2 the CPA's opinion of the financial statement as a whole and exceptions and
qualifications to that opinion or
1.1.1.3 The CPA's statement, with reasons, that an overall opinion cannot be expressed.
1.1.1.4 The accountant's report shall include a signed statement by the responsible
corporate officer attesting that all material facts were disclosed to the CPA and
that the financial statement is a true and complete statement of financial
condition.
1.1.1.5 Changes in the method of record keeping which materially affect any of the
statements required by Subparagraph 7.10.3 through 7.10.5 shall be reported to
the Owner. State the change, the reason for it, and the date of the change.
Include a statement from the CPA approving or commenting on the change in
conformance with M.G.L. Chapter 30, Section 39R (b) (3).
1.1.1.6 Subparagraph 7.10.3 through 7.10.6 shall apply only to filed subcontractors and
general contractors whose contracts exceed $100,000.
ARTICLE 8 - TIME
8.1 Definitions
1.1.1 Unless otherwise provided, the Contract Time is the period of time allotted in the
Contract Documents for Substantial Completion of the Work as defined in Subparagraph
8.1.3., including authorized adjustments thereto. The Contract Time for this project is
sixty (60) calendar days.
1.1.2 The date of commencement of the Work is the date established in a notice to proceed. If
there is no notice to proceed, it shall be the date of the Owner-Contractor Agreement or
such other date as may be established therein.
1.1.3 The Date of Substantial Completion of the Work or designated portion thereof is the Date
certified by the Director when construction is sufficiently complete, in accordance with
the Contract Documents, so the Owner can occupy or utilize the Work or designated
portion thereof for the use for which it is intended.
1.1.4 The term day as used in the Contract Documents shall mean calendar day unless
otherwise specifically designated.
8.2 Progress and Completion
1.1.1 All time limits stated in the Contract Documents are of the essence of the Contract.
1.1.2 The Contractor shall begin the Work on the date of commencement as defined in
Subparagraph 8.1.2. He shall carry the Work forward expeditiously with adequate forces
and shall achieve Substantial Completion within the Contract Time.
8.3 Delays and Extension of Time
GENERAL CONDITIONS - 21
1.1.1 If the Contractor is delayed at any time in the progress of the Work by any act or neglect
of the Owner or the Director, or by any employee of either, or by any separate contractor
employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire
unusual delay in transportation, adverse weather conditions not reasonably anticipatable,
unavoidable casualties, or any causes beyond the Contractor's control, or by delay
authorized by the Owner pending appeal to and decision by the Administrator", or by any
other cause which the Director determines may justify the delay, then the Contract Time
shall be extended by Change Order for such reasonable time as the Director may
determine.
1.1.2 Any claim for extension of time shall be made in writing to the Director not more than
twenty days after the commencement of the delay; otherwise it shall be waived. In the
case of a continuing delay only one claim is necessary. The Contractor shall provide an
estimate of the probable effect of such delay on the progress of the Work.
1.1.3 If no agreement is made stating the dates upon which interpretations as provided in
Subparagraph 2.2.8 shall be furnished, then no claim for delay shall be allowed on
account of failure to furnish such interpretations until fifteen days after written request is
made for them, and not then unless such claim is reasonable.
1.1.4 This Paragraph 8.3 does not exclude the recovery of damages for delay by either party
under other provisions of the Contract Documents.
1.1.5 The Contractor and the Surety of the Contractor's performance bond shall be jointly and
severally liable for, and shall pay to the Owner the expenses for inspection of Work
performed after the time stipulated in the Owner-Contractor Agreement for Substantial
Completion. Such inspection costs shall include fees paid to the Director as extra
services at the rate stipulated in the Contract for Directorural Services between the Owner
and the Director, the costs of the Project Representative at the current salary rate and any
other direct expenses due to inspection. In no case, however, shall the total amount of
inspection costs exceed an aggregate total computed at the rate of two hundred dollars per
day. The Owner may retain from monies otherwise due the Contractor whatever sums
accrue to the Owner pursuant to this provision. The Contractor shall not be liable for
inspection costs for delay in performance as provided hereunder for any period for which
an extension of the Contract Time has been granted pursuant to the provisions of
Subparagraph 8.3.1.
ARTICLE 9 - PAYMENTS AND COMPLETION
9.1 Contract Sum
1.1.1 The Contract Sum is stated in the Owner-Contract Agreement and, including authorized
adjustments thereto, is the total amount payable by the Owner to the Contractor for the
performance of the Work under the Contract Documents.
9.2 Schedule of Values
1.1.1 Before the first Application for Payment, the Contractor shall submit to the Director a
schedule of values allocated to the various portions of the Work, prepared in such form
and supported by such data to substantiate its accuracy as the Director may require. This
GENERAL CONDITIONS - 22
schedule, unless objected to by the Director, shall be used only as a basis for the
Contractor's Applications for Payment.
1.1.2 The Schedule of Values shall contain a separate item for each Section of these
Specifications broken down in such form as the Director may require. Each item in the
schedule of values shall include its proper share of overhead and profit.
9.3 Application for Payment
1.1.1 Once each month, on a date established at the beginning of the Work, the Contractor shall
deliver to the Director by hand or by registered or certified mail with return receipt an
itemized Application for Payment, supported by such data substantiating the Contractor's
right to payment as the Director may require, and reflecting retainage as provided in
Paragraph 9.5 as supplemented. Such Application for Payment shall be submitted on a
form supplied by the Director. The form shall show separately:
1.1.1.1 The value of Labor and materials incorporated in the Work.
1.1.1.2 The value, kind, and quantity of each item of material or equipment not
incorporated in the Work but delivered and suitably stored at some other location
agreed upon in writing.
1.1.1.3 The value, kind, and quantity of each item of material or equipment not
incorporated in the Work but suitably stored at some other location agreed upon
in writing.
1.1.1.4 All Change Orders approved up to the date of the Application for Payment.
1.1.2 In no event may materials or equipment be deemed delivered and suitably stored at the
site (or at some other location agreed upon in writing), unless the following requirements
are met:
1.1.1.1 The materials or equipment are ready for an actually scheduled for prompt use, as
so-called stockpiling is expressly forbidden, except as otherwise specified or
permitted by the Director.
1.1.1.2 The materials or equipment meet the requirements of the Contract Documents
and required submittals have been approved by the Director.
1.1.1.3 The Contractor can and will adequately protect the materials or equipment until
they are incorporated in the Work.
1.1.1.4 The Contractor will pay storage charges and related expenses if materials or
equipment are stored at some other location agreed upon in writing.
9.4 Certificates for Payment
1.1.1 The Director will, within seven days after the receipts of the Contractor's Application for
Payment, either issue a Certificate for Payment to the Owner, with a copy to the
Contractor, for such amount as the Director determines is properly due, or notify the
GENERAL CONDITIONS - 23
Contractor in writing his reasons for withholding a Certificate as provided in
Subparagraph 9.6.1.
1.1.2 The issuance of a Certificate for Payment will constitute a representation by the Director
to the Owner, based on his observations at the site as provided in Sub-paragraph 2.2.3
and the data comprising the Application for Payment, that the Work has progressed to the
point indicated; that, to the best of his knowledge, information and belief, the quality of
the Work is in accordance with the Contract Documents (subject to an evaluation of the
Work for conformance with the Contract Documents upon Substantial Completion, to the
results of any subsequent tests required by or performed under the Contract Documents,
to minor deviations from the Contract Documents, correctable prior to completion, and to
any specific qualifications stated in his Certificate); and that the contractor is entitled to
payment in the amount certified. However, by issuing a Certificate for Payment, the
Director shall not thereby; be deemed to represent that he has made exhaustive or
continuous on-site inspections to check the quality or quantity of the Work or that he has
reviewed the construction means, methods, techniques, sequences or procedures, or that
he has made any examination to ascertain how or for what purpose the Contractor has
used the moneys previously paid on account of the Contract Sum.
9.5 Progress Payments
1.1.1 After the Director has issued a Certificate for Payment, the Owner shall make payment in
the manner and within the time provided in the Contract Documents.
1.1.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the
Owner, out of the amount paid to the Contractor on account of such Subcontractor's
Work, the amount to which said Subcontractor is entitled, reflecting the percentage
actually retained, if any, from payments to the Contractor on account of such
Subcontractor's Work. The Contractor shall, by an appropriate agreement with each
Subcontractor, require each Subcontractor to make payments to his Sub-subcontractors in
similar manner.
1.1.3 The Director may, on request and at his discretion, furnish to any Subcontractor, if
practicable, information regarding the percentages of completion or the amounts applied
for by the Contractor and the action taken thereon by the Director on account of Work
done by such Subcontractor.
1.1.4 Neither the Owner nor the Director shall have any obligation to pay or to see to the
payment of any moneys to any Subcontractor except as may otherwise be required by
law.
1.1.5 No Certificate for a progress payment, nor any progress payment, nor any partial or entire
use or occupancy of the Project by the Owner, shall constitute an acceptance of any Work
not in accordance with the Contract Documents.
1.1.6 After the Director has issued a Certificate for Payment the Owner shall make payment to
the Contractor in accordance with Section 39K of Chapter 30 of the General Laws which
provides as follows:
1.1.7 Within 15 days after receipt from the Contractor, at the place designated by the awarding
authority if such a place is so designated, of a periodic estimate requesting payment of the
GENERAL CONDITIONS - 24
amount due for the preceding month, the City will make a periodic payment to the
Contractor for the Work performed during the preceding month and for the materials not
incorporated in the Work but delivered and suitably stored at the site (or at some location
agreed upon in writing) to which the Contractor has title or to which a subcontractor has
title and has authorized the Contractor to transfer title to the awarding Authority, less (1)
a retention based on its estimate of the fair value of its claims against the Contractor and
less (2) a retention for direct payments to Subcontractors based on demands for same in
accordance with the provisions of Section 39 F. and less (3) a retention not exceeding ten
percent (10%) of the approved amount of the periodic payment. After the receipt of a
periodic estimate requesting final payment and within 65 days after (a) the Contractor
fully completes the Work or substantially completes the work so that the value of the
work remaining to be done is, in the estimate of the City, less than one percent (1%) of
the original Contract price, or (b) the Contractor substantially completes the Work and
the City takes possession for occupancy, whichever occurs first, the City shall pay the
Contractor the entire balance due on the Contract less, (1) a retention based on its
estimate of the fair value of its claims against the Contractor and of the cost of
completing the incomplete and unsatisfactory items of Work less (2) a retention for direct
payments to Subcontractors based on demands for same in accordance with the
provisions of Section 39 F, or based on the record of payments by the Contractor to the
Subcontractors under this Contract if such record of payment indicates that the Contractor
has not paid Subcontractors as provided in Section 39 F. If the City fails to make
payment as herein provided, there shall be added to each such payment daily interest at
the rate of three percentage points above the rediscount rate than charged by the Federal
Reserve Bank of Boston commencing on the first day after said payment is due and
continuing until the payment is delivered or mailed to the Contractor; provided, that no
interest shall be due, in any event, on the amount due on a periodic estimate for final
payment until fifteen days after receipt of such a periodic estimate form the Contractor, at
the place designated by the City if such a place is so designated. The Contractor agrees
to pay to each Subcontractor a portion of any such interest paid in accordance with the
amount due each Subcontractor.
1.1.8 The Contractor shall make payments to filed Subcontractors and to other Subcontractors
as defined in following Subparagraph 9.5.8 in accordance with Section 39F of Chapter 30
of the General Laws which provides as follows:
1.1.1.1 Forthwith after the Contractor receives payment on account of a periodic
estimate, the Contractor shall pay to each Subcontractor the amount paid for the
labor performed and the materials furnished by the Subcontractor, less any
amount specified in any court proceedings barring such payment and also less
any amount claimed due from the Subcontractor by the Contractor.
1.1.1.2 Not later than the 65th day after each Subcontractor substantially completes his
Work in accordance with the plans and specifications, the entire balance due
under the subcontract less amounts retained by the City as the estimated costs of
completing the incomplete and unsatisfactory items of Work, shall be due the
Subcontractor; and the City shall pay that amount to the Contractor. The
Contractor shall forthwith pay to the Subcontractor the full amount received from
the City less any amount specified in any court proceedings barring such
payment and also less any amount claimed due from the Subcontractor by the
Contractor.
GENERAL CONDITIONS - 25
1.1.1.3 Each payment made by the City to the Contractor pursuant to subparagraphs (a)
and (b) of this paragraph for the labor performed and the materials furnished by a
subcontractor shall be made to the Contractor for the account of that
Subcontractor; and the City shall take reasonable steps to compel the Contractor
to make each such payment to each such Subcontractor. If the City has received
a demand for direct payment from a Subcontractor for any amount which has
already been included in a payment to the Contractor or which is to be included
in a payment to the Contractor for payment to the Subcontractor as provided in
subparagraphs (a) and (b), the City shall act upon the demand as provided in this
section.
1.1.1.4 If, within 70 days after the Subcontractor has substantially completed the
Subcontract Work, the Subcontractor has not received from the Contractor the
balance due under the Subcontract including any amount due for extra labor and
materials furnished to the Contractor, less any amount retained by the City as the
estimated costs of completing the incomplete and unsatisfactory items of Work,
the Subcontractor may demand direct payment of that balance from the City.
The demand shall be by a sworn statement delivered to or sent by certified mail
to the City, and a copy be valid even if delivered or mailed prior to the seventieth
day after the Subcontractor has substantially completed the Subcontract Work.
Within ten days after the Subcontractor has delivered or so mailed a copy to the
Contractor, the Contractor may reply to the demand. The reply shall be by a
sworn statement delivered to or sent by certified mail to the City and a copy shall
be delivered to or sent by certified mail to the Subcontractor at the same time.
The reply shall contain a detailed breakdown of the balance due under the
Subcontract including any amount due for extra labor and materials furnished to
the Contractor and of the amount due for extra labor and materials furnished to
the Contractor and of the amount due for each claim made by the Contractor
against the Subcontractor.
1.1.1.5 Within 15 days after receipt of the demand by the City, but in no event prior to
the 70th day after substantial completion of the Subcontract Work, the City shall
make direct payment to the Subcontractor of the balance due under the
Subcontract including any amount due for extra labor and materials furnished to
the Contractor, less any amount (i) retained by the City as the estimated cost of
completing the incomplete or unsatisfactory items of Work, (ii) specified in any
court proceedings barring such payment, or (iii) disputed by the Contractor in the
sworn reply; provided, that the City shall not deduct from a direct payment any
amount as provided in part (iii) if the reply is not sworn to, or for which the
sworn reply does not contain the detailed breakdown required by subparagraph
(d).
The City shall make further direct payments to the Subcontractor forthwith after
the removal of the basis for deductions from direct payments made as provided in
part (i) and (ii) of this subparagraph.
1.1.1.6 The City shall forthwith deposit the amount deducted from a direct payment as
provided in part (iii) of subparagraph (e) in an interest-bearing joint account in
the names of the Contractor and the Subcontractor in a bank in Massachusetts
selected by the City or agreed upon by the contractor and the Subcontractor and
shall notify the Contractor and the Subcontractor of the date of the deposit and
GENERAL CONDITIONS - 26
the bank receiving the deposit. The bank shall pay the amount in the account,
including accrued interest, as provided in an agreement between the Contractor
and the Subcontractor or as determined by decree of a court of competent
jurisdiction.
1.1.1.7 All direct payments and all deductions from demands for direct payments
deposited in an interest-bearing account or accounts in a bank pursuant to
subparagraph (f) shall be made out of amounts payable to the general Contractor
at the time of receipt of a demand for direct payment from a Subcontractor and
out of amounts which later become payable to the Contractor and in order of
receipt of such demands from Subcontractors. All direct payments shall
discharge the obligation of the City to the Contractor to the extent of such
payment.
1.1.1.8 The City shall deduct from payments to the Contractor amounts which, together
with the deposits in interest-bearing accounts pursuant to subparagraph (f), are
sufficient to satisfy all unpaid balances of demands for direct payment received
from Subcontractors. All such amounts shall be earmarked for such direct
payments, and the Subcontractors shall have a right to such deductions prior to
any claims against such amounts by creditors of the Contractor.
1.1.1.9 If the Subcontractor does not receive payment as provided in subparagraph (a) or
if the Contractor does not submit a periodic estimate for the value of the labor
and materials performed or furnished by the Subcontractor and the Subcontractor
does not receive payment for same when due less the deductions provided for in
subparagraph (a), the Subcontractor may demand direct payment by following
the procedure in subparagraph (d) and the Contractor may file a sworn reply as
provided in that same subparagraph. A demand made after the first day of the
month following that for which the Subcontractor performed or furnished the
labor and materials for which the Subcontractor seeks payment shall be valid
even if delivered or mailed prior to the time payment was due on a periodic
estimate from the Contractor. Thereafter the City shall proceed as provided in
subparagraph (e), (f), (g), and (h).
1.1.9 Pursuant to section 39F of Chapter 30 of the Laws, the term "Subcontractor" as used in
preceding Subparagraph 9.5.7 shall mean a person who files a sub-bid and receives a
Subcontract as a result of that filed sub-bid or who is approved by the City in writing as a
person performing labor or both performing labor and furnishing materials pursuant to a
contract with the Contractor.
9.6 Payments Withheld
1.1.1 The Director may decline to certify payment and may withhold his Certificate in whole or
in part, to the extent necessary reasonably to protect the Owner, if in his opinion he is
unable to make representations to the Owner as provided in Subparagraph 9.4.2. If the
Director is unable to make representations to the Owner as provided in Subparagraph
9.4.2 and to certify payment in the amount of the Application, he will notify the
Contractor as provided in Subparagraph 9.4.1. If the Contractor and the Director cannot
agree on a revised amount, the Director will promptly issue a Certificate for Payment for
the amount for which he is able to make such representations to the Owner. Subject to
the provisions of Subparagraph 9.6.3 herein below, the Director may also decline to
GENERAL CONDITIONS - 27
certify payment or, because of subsequently discovered evidence or subsequent
observations, he may nullify the whole or any part of any Certificate for Payment
previously issued to such extent as may be necessary in his opinion to protect the Owner
from loss because of:
1.1.1.1 defective Work not remedied
1.1.1.2 third party claims filed or reasonable evidence indicating probable filing of such
claims,
1.1.1.3 failure of the contractor to make payments properly to Subcontractors or for
labor, materials or equipment, reasonable evidence that the Work cannot be
completed for the unpaid balance of the Contract Sum, damage to the Owner or
another contractor, reasonable evidence that the Work will not be completed
within the Contract Time, or persistent failure to carry out the Work in
accordance with the Contract Documents.
1.1.2 When the above grounds in Subparagraph 9.6.1 are removed, payment shall be made for
amounts withheld because of them.
1.1.3 The City may make changes in any periodic estimate submitted by the Contractor in
accordance with Section 39K of Chapter 30 of the General Laws, and the payment due on
said periodic estimate shall be computed in accordance with the changes so made. The
provisions of said Section 39K shall govern payments pursuant to periodic estimates on
which the City has made changes. The Director shall mark the date of receipt on the
estimate.
9.7 Failure of Payment
1.1.1 If the Owner fails to make payments as set forth in Section 39K of Chapter 30, the
Contractor shall be compensated as set forth in said Section.
9.8 Substantial Completion
1.1.1 When the Contractor considers that the Work, or a designated portion thereof which is
acceptable to the Owner, is substantially complete as defined in Subparagraph 8.1.3, the
Contractor shall prepare for submission to the Director a list of items to be completed or
corrected. The failure to include any items on such list does not alter the responsibility of
the Contractor to complete all Work in accordance with the Contract Documents. When
the Director on the basis of an inspection determines that the Work or designated portion
therefor is substantially complete, he will then prepare a Certificate of Substantial
Completion which shall establish the Date of Substantial Completion, shall state the
responsibilities of the Owner and the Contractor for security, maintenance, heat, utilities,
damage to the Work, and insurance, and shall fix the time within which the Contractor
shall complete the items listed therein. Warranties required by the Contract Documents
shall commence on the Date of Substantial Completion of the Work or designated portion
thereof unless otherwise provided in the Certificate of Substantial Completion. The
Certificate of Substantial Completion shall be submitted to the Owner and the Contractor
for their written acceptance of the responsibilities assigned to them in such Certificate.
GENERAL CONDITIONS - 28
1.1.2 Upon substantial Completion of the Work or designated portion thereof and upon
application by the Contractor and certification by the Director, the Owner shall make
payment, reflecting adjustment in retainage, if any, for such Work or portion thereof, as
provided in the Contract Documents.
9.9 Final Completion and Final Payment
1.1.1 Upon receipt of written notice that the work is ready for final inspection and acceptance
and upon receipt of a final Application for Payment, the Director will promptly make
such inspection and, when he finds the Work acceptable under the Contract Documents
and the Contract fully performed, he will promptly issue a final Certificate for Payment
stating that to the best of his knowledge, information and belief, and on the basis of his
observations and inspections, the Work has been completed in accordance with the terms
and conditions of the Contract Documents and that the entire balance found to be due the
Contractor, and noted in said final Certificate, is due and payable. The Director's final
Certificate for Payment will constitute a further representation that the conditions
precedent to the Contractor's being entitled to final payment as set forth in Subparagraph
9.9.2 have been fulfilled. Final payment shall be made in accordance with section 39K of
Chapter 30, quoted in Subparagraph 9.5.6 hereinabove, which Section takes precedence
over any contradictory provisions of Paragraph 9.9.
1.1.2 Neither the final payment nor the remaining retained percentage shall become due until
the Contractor submits to the Director (1) an affidavit that all payrolls, bills for materials
and equipment, and other indebtedness connected with the Work for which the Owner or
his property might in any way be responsible, have been paid or otherwise satisfied, (2)
consent of surety, if any, to final payment and (3), if required by the Owner, other data
establishing payment or satisfaction of all such obligations, such as receipts, releases and
waivers of liens arising out of the Contract, to the extent and in such form as may be
designated by the Owner. If any Subcontractor refuses to furnish a release or waiver
required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to
indemnify him against any such lien. If any such lien remains unsatisfied after all
payments are made, the Contractor shall refund to the Owner all moneys that the latter
may be compelled to pay in discharging such lien, including all costs and reasonable
attorneys' fees. The affidavit and consent of surety shall be submitted on AIA forms
G706 "Contractor's Affidavit of Payment of Debts and Claims" and G707 "Consent of
Surety Company to Final Payment".
1.1.3 If, after Substantial Completion of the Work, final completion thereof is materially
delayed through no fault of the Contractor or by the issuance of Change Orders affecting
final completion, and the Director so confirms, the Owner shall, upon application by the
Contractor and certification by the Director, and without terminating the Contract, make
payment of the balance due for that portion of the Work fully completed and accepted. If
the remaining balance for Work not fully completed or corrected is less than the retainage
stipulated in the Contract Documents, and if bonds have been furnished as provided in
Paragraph 7.5, the written consent of the surety to the payment of the balance due for that
portion of the Work fully completed and accepted shall be submitted by the Contractor to
the Director prior to certification of such payment. Such payment shall be made under
the terms and conditions governing final payment, except that it shall not constitute a
waiver of claims.
GENERAL CONDITIONS - 29
1.1.4 The making of final payment shall constitute a waiver of all claims by the Owner except
those arising from:
1.1.1.1 unsettled liens,
1.1.1.2 faulty or defective Work appearing after Substantial Completion,
1.1.1.3 failure of the Work to comply with the requirements of the Contract Documents,
or terms of any special warranties required by the Contract Documents.
1.1.5 The acceptance of final payment shall constitute a waiver of all claims by the Contractor
except those previously made in writing and identified by the Contractor as unsettled at
the time of the final Application for Payment.
ARTICLE 10 - PROTECTION OF PERSONS AND PROPERTY
10.1 Safety Precautions and Programs
1.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety
precautions and programs in connection with the Work.
10.2 Safety of Persons and Property
1.1.1 The Contractor shall take all reasonable precautions for the safety of, and shall provide
all reasonable protection to prevent damage, injury or loss to:
1.1.1.1 all employees on the Work and all other persons who may be affected thereby;
1.1.1.2 all the Work and all materials and equipment to be incorporated therein, whether
in storage on or off the site, under the care, custody or control of the Contractor
or any of his Subcontractors or Sub-subcontractors; and other property at the site
or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways,
structures and utilities not designated for removal, relocation or replacement in
the course of construction.
1.1.2 The Contractor shall give all notices and comply with all applicable laws, ordinances,
rules, regulations and lawful orders of any public authority bearing on the safety of
persons or property or their protection from damage, injury or loss.
1.1.3 The Contractor shall erect and maintain, as required by existing conditions and progress
of the Work, all reasonable safeguards for safety and protection, including posting danger
signs and other warnings against hazards, promulgating safety regulations and notifying
owners and users of adjacent utilities.
1.1.4 When the use or storage of explosives or other hazardous materials or equipment is
necessary for the execution of the Work, the Contractor shall exercise the utmost care and
shall carry on such activities under the supervision of properly qualified personnel.
1.1.5 The Contractor shall promptly remedy all damage or loss (other than damage or loss
insured under Paragraph 11.3) to any property referred to in Clauses 10.2.1.2 and
10.2.1.3 caused in whole or in part by the Contractor, any Subcontractor, any Sub-
GENERAL CONDITIONS - 30
subcontractor, or anyone directly or indirectly employed by any of them, or by anyone
for whose acts any of them may be liable and for which the Contractor is responsible
under Clauses 10.2.1.2 and 10.2.1.3 except damage or loss attributable to the acts or
omissions of the Owner or Director or anyone directly or indirectly employed by either of
them, or by anyone for whose acts either of them may be liable, and not attributable to
the fault or negligence of the Contractor. The foregoing obligations of the Contractor are
in addition to his obligations under Paragraph 4.18.
1.1.6 The Contractor shall designate a responsible member of his organization at the site whose
duty shall be the prevention of accidents. This person shall be the Contractor's
superintendent unless otherwise designated by the Contractor in writing to the Owner and
the Director.
1.1.7 The Contractor shall not load or permit any part of the Work to be loaded so as to
endanger its safety.
10.3 Emergencies
1.1.1 In any emergency affecting the safety of persons or property, the Contractor shall act, at
his discretion, to prevent threatened damage, injury or loss. Any additional compensation
or extension of time claimed by the Contractor on account of emergency work shall be
determined as provided in Article 12 for Changes in the Work.
ARTICLE 11 - INSURANCE
11.1 Contractor’s Liability Insurance
1.1.1 The Contractor shall purchase and maintain such insurance as will protect him from
claims set forth below which may arise out of or result from the Contractor's operations
under the Contract, whether such operations be by himself or by any Subcontractor or by
anyone directly or indirectly employed by any of them, or by anyone for whose acts any
of them may be liable:
1.1.1.1 claims under workers' or workmen's compensation, disability benefit and other
similar employee benefit acts;
1.1.1.2 claims for damages because of bodily injury, occupational sickness or disease, or
death of his employees;
1.1.1.3 claims for damages because of bodily injury, sickness or disease, or death of any
person other than his employees;
1.1.1.4 claims for damages insured by usual personal injury liability coverage which are
sustained (1) by any person as a result of an offense directly or indirectly related
to the employment of such person by the Contractor, or (2) by any other person;
1.1.1.5 claims for damages, other than to the Work itself, because of injury to or
destruction of tangible property, including loss of use resulting therefrom; and
claims for damages because of bodily injury or death of any person or property
damage arising out of the ownership, maintenance or use of any motor vehicle.
GENERAL CONDITIONS - 31
1.1.2 The insurance required by Subparagraph 11.1.1 shall be taken out in a company or
companies authorized to do such business in the Commonwealth of Massachusetts and
satisfactory to the Owner and Department and shall be written for not less than any limits
of liability specified herein below, or required by law, whichever is greater.
1.1.1.1 Workmen’s Compensation and other benefits as required under Chapter 152 of
the Laws, as amended, and Section 34A of Chapter 149 of the General Laws.
1.1.1.2 Employer's liability with a limit of at least $300,000 each accident.
1.1.1.3 Comprehensive Public Liability including Contractor's Liability as applicable to
the Contractor's obligations under Paragraph 4.18; Elevators (if any on the
Work): Completed Operations and Products Liability: all on the occurrence basis
with Personal Injury coverage and Broad Form Property Damage. Remove the
XCU exclusions relating to Explosion, Collapse, and Underground Property
Damage. Completed Operations Liability shall be kept in force for at least two
years after the date of final completion.
1.1.1.4 Personal Injury and Accidental Death - General Liability
a. Each person/aggregate $100,000/$1,000,000
1.1.1.5 Property Damage - General Liability
a. Each Occurrence/aggregate $100,000/$500,000
1.1.1.6 Personal Injury - Automobile Liability
a. Each person/aggregate $100,000/$500,000
1.1.1.7 Property Damage - Automobile Liability
a. Each Occurrence/aggregate $50,000/$100,000
1.1.3 The insurance required by Subparagraph 11.1.1 shall include contractual liability
insurance applicable to the Contractor's obligations under Paragraph 4.18.
1.1.4 Certificates of Insurance acceptable to the Owner shall be submitted to the Owner
simultaneously with the execution of the Contract. Certificates shall indicate that
Contractual Liability coverage is in force, as well as deletions of the XCU exclusions.
These Certificates shall contain a provision that the insurance company will notify the
Owner by registered mail at least 30 days in advance of any cancellation, change, or
expiration of the policies.
11.2 Owner’s Liability Insurance
1.1.1 The Owner shall be named as an additional insured on the Contractor's Liability
Insurance Policies.
11.3 Property Insurance
GENERAL CONDITIONS - 32
1.1.1 The Contractor shall purchase and maintain Builders Risk insurance upon the entire
Work at the site to the full insurable value thereof. This insurance shall be taken out in a
company or companies against which the Owner has no reasonable objection and shall
include the interests of the Owner, the Contractor, Subcontractors and Sub
Subcontractors and shall insure against the perils of fire and extended coverage and shall
include "all risks" insurance for physical loss or damage including, without duplication,
theft, vandalism and malicious mischief. The insurance shall also cover portions of the
Work stored off the site or in transit which are included in an Application for Payment
under Subparagraph 9.3.2. If this insurance is written with stipulated amounts
deductible, the Owner shall not be responsible for any difference between the payments
made by the insurance carrier and the claim.
1.1.2 Delete Boiler AND Machinery coverage.
1.1.3 Any loss insured under Subparagraph 11.3.1 is to be adjusted with the Owner and made
payable to the Owner as trustee for the insureds, as their interests may appear, subject to
the requirements of any applicable mortgagee clause and of Subparagraph 11.3.8. The
Contractor shall pay each Subcontractor a just share of any insurance moneys received by
the Contractor, and by appropriate agreement, written where legally required for validity,
shall required each Subcontractor to make payments to his Sub-subcontractors in similar
manner.
1.1.4 The Contractor shall file the original and one certified copy of all policies with the Owner
before exposure to loss may occur. If the Owner is damaged by the failure of the
Contractor to maintain such insurance and to so notify the Owner, then the Contractor
shall bear all reasonable costs properly attributable thereto.
1.1.5 (intentionally deleted)
1.1.6 The Owner and Contractor waive all rights against (1) each other and the Subcontractors,
Sub-subcontractors, agents and employees each of the other, and (2) the Director and
separate contractors, if any, and their subcontractors, sub-subcontractors, agents and
employees, for damages caused by fire or other perils to the extent covered by insurance
obtained pursuant to this Paragraph 11.3 or any other property insurance applicable to the
Work, except such rights as they may have to the proceeds of such insurance held by the
Owner as trustee. The foregoing waiver afforded the Director, his agents and employees
shall not extend to the liability imposed by Subparagraph 4.18.3. The Owner or the
Contractor, as appropriate, shall require of the Director, separate contractors,
Subcontractors and Sub-subcontractors by appropriate agreements, written where legally
required for validity, similar waivers each in favor of all other parties enumerated in this
Subparagraph 11.3.6.
1.1.7 If required in writing by any party in interest, the Owner as trustee shall, upon the
occurrence of an insured loss, give bond for the proper performance of his duties. He
shall deposit in a separate account any money so received, and he shall distribute it in
accordance with such agreement as the parties in interest may reach, or in accordance
with an award by arbitration in which case the procedure shall be as provided in
Paragraph 7.9. If after such loss no other special agreement is made, replacement of
damaged work shall be covered by an appropriate Change Order.
GENERAL CONDITIONS - 33
1.1.8 The Owner as trustee shall have power to adjust and settle any loss with the insurers
unless one the of parties in interest shall object in writing within five days after the
occurrence of loss to the Owner's exercise of this power, and if such objection be made,
arbitrators shall be chosen as provided in Paragraph 7.9. The Owner as trustee shall, in
that case, make settlement with the insurers in accordance with the directions of such
arbitrators. If distribution of the insurance proceeds by arbitration is required, the
arbitrators will direct such distribution.
1.1.9 If the Owner finds it necessary to occupy or use a portion or portions of the Work prior to
Substantial Completion thereof, such occupancy or use shall not commence prior to a
time mutually agreed to by the Owner and Contractor and to which the insurance
company or companies providing the property insurance have consented by endorsement
to the policy or policies. This insurance shall not be cancelled or lapsed on account of
such partial occupancy or use. Consent of the Contractor and of the insurance company
or companies to such occupancy or use shall not be unreasonably withheld.
11.4 Loss of Use Insurance
1.1.1 The Owner, at his option, may purchase and maintain such insurance as will insure him
against loss of use of his property due to fire or other hazards, however caused. The
Owner waives all rights of action against the Contractor for loss of use of his property,
including consequential losses due to fire or other hazards however caused, to the extent
covered by insurance under this Paragraph 11.4.
ARTICLE 12 - CHANGES IN THE WORK
12.1 Change Orders
1.1.1 A Change Order is a written order to the Contractor signed by the Owner and the
Director, issued after execution of the Contract, authorizing a change in the Work or an
adjustment in the Contract Sum or the Contract Time. The Contract Sum and the
Contract Time may be changed only by Change Order. A Change Order signed by the
Contractor indicates his agreement therewith, including the adjustment in the Contract
Sum or the Contract Time. All Change Orders must be countersigned by the
Administrator in accordance with Paragraph 3.1 as supplemented.
1.1.2 The Owner, without invalidating the Contract, may order changes in the Work within the
general scope of the Contract consisting of additions, deletions or other revisions, the
Contract Sum and the Contract Time being adjusted accordingly. All such changes in the
Work shall be authorized by Change Order, and shall be performed under the applicable
conditions of the Contract Documents.
1.1.3 The cost or credit to the Owner resulting from a change in the Work shall be determined
in one or more of the following ways:
1.1.1.1 by mutual acceptance of a lump sum properly itemized and supported by
sufficient substantiating data to permit evaluation;
1.1.1.2 by unit prices stated in the Contract Documents or subsequently agreed upon;
GENERAL CONDITIONS - 34
1.1.1.3 by cost to be determined in a manner agreed upon by the parties and a mutually
acceptable fixed or percentage fee, or
1.1.1.4 by the method provided in Subparagraph 12.1.4.
1.1.4 If none of the methods set forth in Clauses 12.1.3.1, 12.1.3.2 or 12.1.3.3 is agreed upon,
the Contractor, provided he receives a written order signed by the Owner, shall promptly
proceed with the Work involved. The cost of such Work shall then be determined by the
Director on the basis of the reasonable expenditures and savings of those performing the
Work attributable to the change, including, in the case of an increase in the Contract Sum,
a reasonable allowance for overhead and profit. In such case, and also under Clauses
12.1.3.3 and 12.1.3.4 above, the Contractor shall keep and present, in such form as the
Director may prescribe, an itemized accounting together with appropriate supporting data
for inclusion in a Change Order.
1.1.1.1 Cost of materials entering permanently in the Work, including cost of delivery:
1.1.1.2 Cost of labor at the rates found elsewhere in this document including foremen:
1.1.1.3 Rental value at fair market rental rates of equipment and machinery employed
directly on the Work (hand tools and minor equipment excluded):
1.1.1.4 A percentage amount of 25% of item 2 above to cover Workman's
Compensation, F.I.C.A., and unemployment contributions.
1.1.5 For Work performed by the Contractor with his own forces there shall be added a
percentage fee for the Contractor equal to 15% of the total of Items 1,2,3 hereinabove.
1.1.6 For Work performed by a filed or non-filed Subcontractor there shall be added a
percentage fee for the Subcontractor equal to 15% of the total of Items 1,2,3 hereinabove.
To this total amount of the Subcontractor's price there may be added an additional
percentage fee of 10% for the Contractor.
1.1.7 The percentage fee shall be compensation to cover the cost of supervision, layout,
overhead, bonds, profit, and all other expenses which are not included in the cost of the
Work as defined above.
1.1.8 Pending final determination of cost to the Owner, payments on account shall be made on
the Director's Certificate for Payment. The amount of credit to be allowed by the
Contractor to the Owner for any deletion or change which results in a net decrease in the
Contract Sum will be the amount of the actual net cost as confirmed by the Director.
When both additions and credits covering related Work or substitutions are involved in
any one change, the allowance for overhead and profit shall be figured on the basis of the
net increase, if any, with respect to that change.
1.1.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if
the quantities originally contemplated are so changed in a proposed Change Order that
application of the agreed unit prices to the quantities of Work proposed will cause
substantial inequity to the Owner or the Contractor, the applicable unit prices shall be
equitably adjusted.
GENERAL CONDITIONS - 35
12.2 Concealed Conditions
1.1.1 Pursuant to Section 39N of Chapter 30 of the Laws, the following shall apply to differing
concealed conditions:
1.1.2 If, during the progress of the Work, the Contractor or the City discovers that the actual
subsurface or latent physical conditions encountered at the site differ substantially or
materially from those shown on the plans or indicated in the Contract Documents either
the Contractor or the City may request an equitable adjustment in the Contract Price
applying to Work affected by the differing site conditions. A request for such an
adjustment shall be in writing and shall be delivered by the party making such claim to
the other party as soon as possible after such conditions are discovered. Upon receipt of
such a claim from the Contractor, or upon its own initiative, the City shall make an
investigation of such physical conditions, and, if they differ substantially or materially
from those indicated in the Contract Documents or from those ordinarily encountered and
generally recognized as inherent in work of the character provided for in the Contract
Documents and are of such a nature as to cause an increase or decrease in the cost of the
Work, the contracting Authority shall make an equitable adjustment in the Contract Price
and the Contract shall be modified in writing accordingly.
12.3 Claims for Additional Cost
1.1.1 If the Contractor wishes to make a claim for an increase in the Contract Sum, he shall
give the Director written notice thereof within twenty days after the occurrence of the
event giving rise to such claim. This notice shall be given by the Contractor before
proceeding to execute the Work, except in an emergency endangering life or property in
which case the Contractor shall proceed in accordance with Paragraph 10.3. No such
claim shall be valid unless so made. If the Owner and the Contractor cannot agree on the
amount of the adjustment in the Contract Sum, it shall be determined by the Director.
Any change in the Contract Sum resulting from such claim shall be authorized by Change
Order.
1.1.2 If the Contractor claims that additional cost is involved because of, but not limited to, (1)
any written interpretation pursuant to Subparagraph 2.2.8, (2) any order by the Owner to
stop the Work pursuant to Paragraph 3.3 where the Contractor was not at fault, (3) any
written order for a minor change in the Work issued pursuant to Paragraph 12.4, or (4)
failure of payment by the Owner pursuant to Paragraph 9.7, the Contractor shall make
such claims as provided in Subparagraph 12.3.1, except as set forth in Subparagraph
3.3.2 of the Supplementary Conditions.
12.4 Minor Changes in the Work
1.1.1 The Director will have authority to order minor changes in the Work not involving an
adjustment in the Contract Sum or an extension of the Contract Time and not consistent
with the intent of the Contract Documents. Such changes shall be effected by written
order, and shall be binding on the Owner and the Contractor. The Contractor shall carry
out such written orders promptly.
ARTICLE 13 - UNCOVERING AND CORRECTION OF WORK
13.1 Uncovering of Work
GENERAL CONDITIONS - 36
1.1.1 If any portion of the Work should be covered contrary to the request of the Director or to
requirements specifically expressed in the Contract Documents, it must, if required in
writing by the Director, be uncovered for his observation and shall be replaced at the
Contractor's expense.
1.1.2 If any other portion of the Work has been covered which the Director has not specifically
requested to observe prior to being covered, the Director may request to see such Work
and it shall be uncovered by the Contractor. If such Work be found in accordance with
the Contract Documents, the cost of uncovering and replacement shall, by appropriate
Change Order, be charged to the Owner. If such Work be found not in accordance with
the Contract Documents, the Contractor shall pay such costs unless it be found that this
condition was caused by the Owner or a separate contractor as provided in Article 6, in
which event the Owner shall be responsible for the payment of such costs.
13.2 Correction of Work
1.1.1 The Contractor shall promptly correct all Work rejected by the Director as defective or as
failing to conform to the Contract Documents whether observed before or after
Substantial Completion and whether or not fabricated, installed or completed. The
Contractor shall bear all costs of correcting such rejected Work, including compensation
for the Director's additional services made necessary thereby.
1.1.2 If, within one year after the Date of Substantial Completion of the Work or designated
portion thereof or within one year after acceptance by the Owner of designated
equipment or within such longer period of time as may be prescribed by law or by the
terms of any applicable special warranty required by the Contract Documents, any of the
Work is found to be defective or not in accordance with the Contract Documents, the
Contractor shall correct it promptly after receipt of a written notice from the Owner to do
so unless the Owner has previously given the Contractor a written acceptance of such
condition. This obligation shall survive termination of the Contract. The Owner shall
give such notice promptly after discovery of the condition.
1.1.3 The Contractor shall remove from the site all portions of the Work which are defective or
non-conforming and which have not been corrected under Subparagraphs 4.5.1, 13.2.1
and 13.2.2, unless removal is waived by the Owner.
1.1.4 If the Contractor fails to correct defective or nonconforming Work as provided in
Subparagraphs 4.5.1, 13.2.1 and 13.2.2, the Owner may correct it in accordance with
Paragraph 3.4.
1.1.5 If the Contractor does not proceed with the correction of such defective or non-
conforming Work within a reasonable time fixed by written notice from the Director, the
Owner may remove it and may store the materials or equipment at the expense of the
Contractor. If the Contractor does not pay the cost of such removal and storage within
ten days thereafter, the Owner may upon ten additional days' written notice sell such
Work at auction or at private sale and shall account for the net proceeds thereof, after
deducting all the costs that should have been borne by the Contractor, including
compensation for the Director's additional services made necessary thereby. If such
proceeds of sale do not cover all costs which the Contractor should have borne, the
difference shall be charged to the Contractor and an appropriate Change Order shall be
GENERAL CONDITIONS - 37
issued. If the payments then or thereafter due the Contractor are not sufficient to cover
such amount, the Contractor shall pay the difference to the Owner.
1.1.6 The Contractor shall bear the cost of making good all work of the Owner or separate
contractors destroyed or damaged by such correction or removal.
1.1.7 Nothing contained in this Paragraph 13.2 shall be construed to establish a period of
limitation with respect to any other obligation which the Contractor might have under the
Contract Documents, including Paragraph 4.5 hereof. The establishment of the time
period of one year after the Date of Substantial Completion or such longer period of time
as may be prescribed by law or by the terms of any warranty required by the Contract
Documents relates only to the specific obligation of the Contractor to correct the Work,
and has no relationship to the time within which his obligation to comply with the
Contract Documents may be sought to be enforced, nor to the time within which
proceedings may be commenced to establish the Contractor's liability with respect to his
obligations other than specifically to correct the Work.
13.3 Acceptance of Defective or Non-Conforming Work
1.1.1 If the Owner prefers to accept defective or nonconforming Work, he may do so instead of
requiring its removal and correction, in which case a Change Order will be issued to
reflect a reduction in the Contract Sum where appropriate and equitable. Such
adjustment shall be effected whether or not final payment has been made.
13.4 Special Guarantees and Warranties
1.1.1 All guarantees and warranties required in the various Sections of the Specifications which
originate with a Subcontractor or manufacturer must be delivered to the Director before
final payment to the Contractor may be made for the amount of that subtrade or for the
phase of Work to which the guarantee or warranty relates.
1.1.2 The failure to deliver a required guarantee or warranty shall be held to constitute a failure
of the Subcontractor to fully complete his Work in accordance with the Contract
Documents.
1.1.3 The Contractor's obligation to correct Work as set forth in Paragraph 13.2 is in addition
to, and not in substitution of, such guarantees or warranties as may be required in the
various Sections of the Specifications.
ARTICLE 14 - TERMINATION OF THE CONTRACT
14.1 Termination by the Contractor
1.1.1 If the Work is stopped for a period of 30 days under any order of any court or other
public Authority having jurisdiction or as a result of an act of government, such as a
declaration of a national emergency make materials unavailable, through no act or fault
of the Contractor or a Subcontractor, or their agents or employees, or any other person
performing any of the Work under a contract with the Contractor, then the Contractor
may, upon seven additional days' written notice to the Owner and Director, terminate the
Contract and recover from the Owner payment for all Work executed and for any proven
GENERAL CONDITIONS - 38
loss sustained upon any materials, equipment, tools, construction equipment and
machinery, including reasonable profit and damages.
14.2 Termination by the Owner
1.1.1 If the Contractor is adjudged a bankrupt, or if he makes a general assignment for the
benefit of his creditors, or if a receiver is appointed on account of his insolvency, or if he
persistently or repeatedly refuses or fails, except in cases for which extension of time is
provided, to supply enough properly skilled workmen or proper materials, or if he fails to
make prompt payment to Subcontractors or for materials or labor, or persistently
disregards laws, ordinances, rules, regulations or orders of any public authority having
jurisdiction, or otherwise is guilty of a substantial violation of a provision of the Contract
Documents, then the Owner, upon certification by the Director that sufficient cause exists
to justify such action may, without prejudice to any right or remedy and after giving the
Contractor and his surety, if any, seven days' written notice, terminate the employment of
the Contractor and take possession of the site and of all materials, equipment, tools,
construction equipment and machinery thereon owned by the Contractor and may finish
the Work by whatever method he may deem expedient. In such case the Contractor shall
not be entitled to receive any further payment until the Work is finished.
1.1.2 If the unpaid balance of the Contract Sum exceeds the costs of finishing the Work,
including compensation for the Director's additional services made necessary thereby,
such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the
Contractor shall pay the difference to the Owner. The amount to be paid to the
Contractor or to the Owner, as the case may be, shall be certified by the Director, upon
application, in the manner provided in Paragraph 9.4, and this obligation for payment
shall survive the termination of the Contract.
SUPPLEMENTARY CONDITIONS
PART 2 - ADDITIONAL CONDITIONS
Articles set forth under Part 2 of this section are additional conditions not covered in the A.I.A. General
Conditions.
ARTICLE 15 - LABOR REQUIREMENTS OF THE COMMONWEALTH OF MASSACHUSETTS
15.1 Labor Laws
1.1.1 The Contractor and the Subcontractors shall conform to applicable provisions of M.G.L.
Chapter 149, as amended.
1.1.2 No laborer, workman, mechanic, foreman or inspector working in the employment of the
Contractor, Subcontractor or other person doing or contracting to do the whole or part of
the Work contemplated by this Contract, shall be required or permitted to work any more
than eight hours in any one day, or more than 48 hours in any one week, or more than six
days in any one week, except in cases of emergency.
GENERAL CONDITIONS - 39
1.1.3 Every employee on the Work shall lodge, board, and trade where and with whom he
elects, and the Contractor and any Subcontractor shall not directly or indirectly require,
as a condition of employment in said Work, that an employee lodge, board, or trade at a
particular place or with a particular person.
1.1.4 The Contractor and each Subcontractor shall give preference in employment of
mechanics, apprentices, teamsters, chauffeurs and laborers, first to citizens of the
Commonwealth who have been residents of the Commonwealth for at least six months at
the commencement of their employment and who are veterans as defined in clause 43 of
Section 7 of Chapter 4 of the General Laws, and who are qualified to perform the Work
to which the employment relates; and secondly, to citizens of the Commonwealth
generally, and if they cannot be obtained in sufficient numbers, then to citizens of the
United States.
15.2 Executive Orders
1.1.1 The Contractor shall comply with the provisions of M.G.L. Chapter 151B; Executive
Order No. 227, Governor's Code of Fair Practices, amending and Revising Executive
Orders No. 116 and 117; Executive Order No. 237 pertaining to minority and women
business development; Executive Order No. 246 pertaining to the handicapped and all
regulations promulgated pursuant thereto. The aforementioned law, Executive Orders,
and regulations are incorporated herein by reference and made a part of this Contract.
GENERAL CONDITIONS - 40
TABLE OF CONTENTS
ARTICLE 1 - CONTRACT DOCUMENTS
1.1 Definitions
A. The Contract Documents
B. The Contract
C. The Work
D. The Project
1.2 Execution, Correlation and Intent
1.3 Ownership and Use of Documents
ARTICLE 2 – DIRECTOR
2.1. Definition
2.2 Administration of the Contract
ARTICLE 3 - OWNER
3.1 Definition
3.2 Information and Services Required of the Owner
3.3 Owner's Right To Stop The Work
3.4 Owner's Right To Carry Out the Work
3.5 Partial Occupancy
ARTICLE 4 - CONTRACTOR
4.1 Definition
4.2 Review of Contract Documents
4.3 Supervision and Construction Procedures
4.4 Labor and Materials
4.5 Warranty
4.6 Taxes
4.7 Permits, Fees and Notices
4.8 Allowances (intentionally deleted)
4.9 Superintendent
4.10 Progress Schedule
4.11 Documents and Samples at the Site
4.12 Shop Drawings, Product Data and Samples
4.13 Use of Site
4.14 Cutting and Patching of Work
4.15 Cleaning Up
4.16 Indemnification
ARTICLE 5 - SUBCONTRACTORS
5.1 Definition
5.2 Award of Subcontracts and Other Contracts For Portions of the Work
5.3 Subcontractural Relations
ARTICLE 6 - (INTENTIONALLY DELETED)
ARTICLE 7 - MISCELLANEOUS PROVISIONS
GENERAL CONDITIONS - 41
7.1 Governing Law
7.2 Successors and Assigns
7.3 Written Notice
7.4 Claims For Damages
7.5 Performance Bond and Labor And Material Payment Bond
7.6 Rights And Remedies
7.7 Tests
7.8 Interest
7.9 Disputes
7.10 Record Keeping and Management Controls
ARTICLE 8 - TIME
8.1 Definitions
8.2 Progress and Completion
8.3 Delays and Extension of Time
ARTICLE 9 - PAYMENTS AND COMPLETION
9.1 Contract Sum
9.2 Schedule of Values
9.3 Application for Payment
9.4 Certificates For Payment
9.5 Progress Payments
9.6 Payments Withheld
9.7 Failure of Payment
9.8 Substantial Completion
9.9 Final Completion and Final Payment
ARTICLE 10 - PROTECTION OF PERSONS AND PROPERTY
10.1. Safety Precautions and Programs
10.2. Safety of Persons and Property
10.3. Emergencies
ARTICLE 11 - INSURANCE
11.1. Contractor's Liability Insurance
11.2. Owner's Liability Insurance
11.3. Property Insurance
11.4. Loss of Use Insurance
ARTICLE 12 - CHANGES IN THE WORK
12.1. Change Orders
12.2. Concealed Conditions
12.3. Claims for Additional Cost
12.4. Minor Changes in the Work
ARTICLE 13 - UNCOVERING AND CORRECTION OF WORK
13.1 Uncovering of Work
13.2 Correction of Work
13.3 Acceptance of Defective or Non-Conforming Work
13.4 Special Guarantees And Warranties
GENERAL CONDITIONS - 42
ARTICLE 14 - TERMINATION OF THE CONTRACT
14.1 Termination By the Contractor
14.2 Termination By The Owner
ARTICLE 15 - LABOR REQUIREMENTS OF THE COMMONWEALTH OF MASSACHUSETTS
15.1 Labor Laws
15.2 Executive Orders
GENERAL CONDITIONS - 43
Certificate by Corporation to Sign Contract
At a duly authorized meeting of the Board of Directors of the held on
(Name of Corporation)
(Date)
At which all the Directors were present or waived notice, it was voted that,
(Name) (Officer)
of this company, be and he hereby is authorized to execute contracts and bonds in the name and behalf of
said company, and affix its Corporate Seal thereto, and such execution of any contract or obligation in
this company's name on its behalf by such under seal of the company,
(Officer)
shall be valid and binding upon this company,
A TRUE COPY,
ATTEST:
(Clerk)
PLACE OF BUSINESS
DATE OF THIS CONTRACT
I hereby certify that I am the clerk of the
that
is the duly elected of said company, and the above vote has not been amended or
rescinded and remains in full force and effect as of the date of this contract.
(Clerk) (Corporate Seal)
GENERAL CONDITIONS - 44
Tax and Reporting Compliance Certification
Pursuant to M.G.L. Chapter 62C, Section 49A, I certify under the penalties of perjury that I have, to my
best knowledge and belief, complied with the law of the Commonwealth relating to taxes, reporting of
employees and contractors, and withholding and remitting child support.
Social Security Number or Signature of Individual or
Federal Identification Number Corporate Name
by:
Corporate Officer
(if applicable)
GENERAL CONDITIONS - 45
Foreign Corporation Certification
AFFIDAVIT OF COMPLIANCE
Form AF-4A 1/78
EXECUTIVE OFFICE FOR
ADMINISTRATION AND FINANCE
The Commonwealth of Massachusetts
MASSACHUSETTS BUSINESS CORPORATION
NON-PROFIT CORPORATION
FOREIGN (non-Massachusetts) Corporation
1. , President Clerk of
whose principal office is
(Name of Corporation)
located
do hereby certify that the above named Corporation has filed with the State Secretary all certificates and
annual reports required by Chapter 156B, Section 109 (Business Corporation), by Chapter 181, Section 4
(Foreign Corporation), or by Chapter 180, Section 26A (non-profit Corporation) of the Massachusetts
General Laws.
SIGNED UNDER THE PENALTIES OF PERJURY THIS day of ,
19 .
Signature of responsible Corporate Officer