MASSACHUSETTS PORT AUTHORITY … · east boston, massachusetts 02128-2909 . contract documents . and specifications for . mpa project no. ap1813-c1(r) fy2019-2021 term contract for

MASSACHUSETTS PORT AUTHORITY CAPITAL PROGRAMS DEPARTMENT SUITE 209S - LOGAN OFFICE CENTER

ONE HARBORSIDE DRIVE EAST BOSTON, MASSACHUSETTS 02128-2909

CONTRACT DOCUMENTS

AND SPECIFICATIONS FOR

MPA PROJECT NO. AP1813-C1(R) FY2019-2021 TERM CONTRACT FOR ON-CALL AND EMERGENCY

ENVIRONMENTAL SERVICES AND MAINTENANCE SERVICES, ALL MASSACHUSETTS PORT AUTHORITY FACILITIES,

BOSTON, BEDFORD, CHELSEA, FRAMINGHAM AND WORCESTER

APRIL, 2018

TABLE OF CONTENTS

DIVISION I GENERAL REQUIREMENTS AND COVENANTS

DIVISION II SPECIAL PROVISIONS

DIVISION III TECHNICAL SPECIFICATIONS

DIVISION IV SAMPLE CONTRACT FORMS

MASSACHUSETTS PORT AUTHORITY

EAST BOSTON, MASSACHUSETTS

DIVISION I

GENERAL REQUIREMENTS

AND

COVENANTS

i

TABLE OF CONTENTS

DIVISION I

GENERAL REQUIREMENTS AND COVENANTS

Chapter Article Subject Page

I DEFINITION OF TERMS

1. Definition of Terms ................................................................................................ l

II PROPOSAL REQUIREMENTS AND CONDITIONS

2. Proposal Forms and Contract Documents.............................................................. 6 3. Interpretation of Basic Estimate of Quantities ....................................................... 7 4. Examination of Plans and Location ....................................................................... 7 5. Preparation of Proposals ........................................................................................ 8 A Bid Prices ................................................................................................... 8 B. Signatures ................................................................................................... 8 6. Delivery of Proposals ............................................................................................. 9 7. Proposal Guaranty Required .................................................................................. 9 8. Withdrawal of Proposals ........................................................................................ 9 9. Public Opening of Proposals .................................................................................. 9 10. Rejection of Proposals ........................................................................................... 9 11. Disqualification of Bidders .................................................................................. 10 12. Competency of Bidders........................................................................................ 10 13. Material Guaranty ................................................................................................ 10

III AWARD AND EXECUTION OF CONTRACT

14. Consideration of Bids .......................................................................................... 11 15. Award of Contract................................................................................................ 11 16. Return of Proposal Guaranty ............................................................................... 11 17. Contract Bond Required ...................................................................................... 11 18. Execution of Contract and Notice to Proceed ...................................................... 11 19. Failure to Execute Contract ................................................................................. 12

IV SCOPE OF WORK

20. Intent of Plans and Specifications ....................................................................... 13 21. Errors or Discrepancies ........................................................................................ 13 22. Alteration of Work ............................................................................................... 13 23. Extra Work ...................................................................................................... 15 24. Maintenance of Marine Traffic and Air Traffic .................................................. 17 25. Removal and Disposal of Structures and Obstructions ....................................... 18 26. Rights in the Use of Materials Found on the Work ........................................... 19 27. Final Cleaning Up ............................................................................................... 19

V CONTROL OF WORK

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28. Authority of the Engineer ................................................................................... 20 29. Plans, Detail Drawings and As-built Drawings ................................................... 20 30. Conformity with Plans and Allowable Deviations ............................................. 21 31. Coordination of Plans and Specifications ............................................................ 21 32. Cooperation by Contractor .................................................................................. 22 33. Adjacent and Concurrent Contracts .................................................................... 22 34. Surveys ...................................................................................................... 23 35. Authority and Duties of Engineer's Assistants ................................................... 23 36. Inspection of Work and Materials ....................................................................... 23 37. Removal of Defective or Unauthorized Work .................................................... 24 38. Final Inspection ................................................................................................... 24

VI CONTROL OF MATERIALS

39. Identification of Materials and Equipment ......................................................... 26 40. Samples and Tests ............................................................................................... 26 41. Delivery and Storage of Materials ...................................................................... 26 42. Defective Materials ............................................................................................. 27

VII LEGAL RELATIONS AND RESPONSIBILITY TO PUBLIC

43. Laws to be Observed ........................................................................................... 28 44. Permits and Licenses............................................................................................ 28 45. Motor Vehicles Used on the Work ..................................................................... 28 46. Insurance ...................................................................................................... 28 47. Patented Devices, Materials and Processes ........................................................ 32 48. Restoration of Facilities Opened by Permit ........................................................ 32 49. Massachusetts Sales Tax Exemption ................................................................... 32 50. Sanitary Provisions ............................................................................................. 32 51. Public Convenience and Safety .......................................................................... 33 52. Barricades and Warning Signs ............................................................................ 33 53. Traffic Officers, Police Details and Flagmen ..................................................... 33 54. Use of Explosives ............................................................................................... 34 55. Protection and Restoration of Property ............................................................... 34 56. Responsibility for Damage Claims ..................................................................... 35 57. Security Measures ............................................................................................... 35 58. Release from Claim and Liability to Contractor ................................................. 37 59. Opening Portion of Work .................................................................................... 37 60. Contractor's Responsibility for the Work ........................................................... 38 61. Personal Liability of Public Officials ................................................................. 39 62. No Waiver of Legal Rights ................................................................................. 39 63. Labor Records ..................................................................................................... 39 64. Labor, Lodging, Board, Maximum Hours of Employment, Weekly Payment ... 39

VIII PROSECUTION AND PROGRESS

65. Subletting or Assignment of Contract ................................................................. 41 66. Schedule …………….. ....................................................................................... 41 67. Prosecution of the Work ..................................................................................... 42

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68. Delay in Commencing Work .............................................................................. 42 69. Moving Buildings ............................................................................................... 42 70. Limitations of Operations ................................................................................... 43 71. Character of Workmen and Equipment .............................................................. 43 72. Preservation of Natural Surroundings ................................................................. 43 73. Temporary Suspension of Work ......................................................................... 44 74. Extensions of Time ............................................................................................. 44 A. Grounds for Extensions of Time .............................................................. 44 B. Procedure for Determining Extensions of Time ...................................... 45 75. Failure to Complete Work on Time .................................................................... 46 76. Termination or Cancellation of Contract ............................................................ 47

IX MEASUREMENT AND PAYMENT AND SYSTEMS

77. Measurement of Quantities ................................................................................. 49 78. Scope of Payments .............................................................................................. 49 79. Payment for Increased or Decreased Quantities ................................................. 50 80. Payment for Extra Work ..................................................................................... 51 81. Omitted Items ...................................................................................................... 53 82. Partial Payment ................................................................................................... 53 A. Payments to Subcontractors ..................................................................... 55 83. Acceptance and Final Payment ........................................................................... 57 84. Non-Discrimination and Affirmative Action ...................................................... 58 A. Equal Employment Opportunity Requirements ...................................... 59

B. Equal Opportunity for Minority Business Enterprises and Women Business Enterprises ........................................ 65 C. Contract Specifications Required by the Secretary of Labor Pursuant to 41 CFR Section 60-1-4(b) ..................... 73 D. Contract Specifications Required by the Secretary of Labor Pursuant to 41 CFR Section 60-4.3. ......................... 74 Appendix A – Goals and Timetables for Female Utilization .................. 79 Appendix B – Goals and Timetables for Minority Utilization ................ 80 E. Certification of Non-Segregated Facilities Required by 41 CFR Section 60-1.8. ........................................................................... 81

85. Contractor Record Keeping Requirements ......................................................... 82 86. Massachusetts Right-to-Know Act ...................................................................... 83

87. Security Identification Requirements .................................................................. 84 88. Claims…………………………………………………………………………...86 89. Force Majeure…………………………………………………………………...88 90. Required Use of Internet-based Compliance Management System .................... 84 91. Building Information Modeling (BIM) ….……………………………………91 92. Project Management System (PMIS) ……………..……………………………91

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SPECIFICATIONS

DIVISION I

GENERAL REQUIREMENTS AND COVENANTS

CHAPTER 1

DEFINITION OF TERMS

Article 1 - Definition of Terms Wherever in these Specifications or other Contract Documents the following terms, or pronouns in place of them, are used, the intent and meaning shall be interpreted as follows.

AUTHORITY. The Massachusetts Port Authority created by the Enabling Act described in Chapter 465 of the Massachusetts Acts of 1956 and any amendments thereto. This term is synonymous with the term "Owner."

AUTHORITY PROPERTY. Port properties, the airport properties, and any other facility now or to be owned or controlled by the Massachusetts Port Authority.

A.A.S.H.T.O. The American Association of State Highway and Transportation Officials.

A.S.T.M. The American Society for Testing and Materials.

A.W.W.A. American Water Works Association.

A.W.S. American Welding Society

A.R.E.A. American Railway Engineering Association.

A.W.P.A. American Wood Preserves Association.

ACCESS ROAD. The right of way, the roadway and all improvements constructed thereon, and appurtenances thereto, connecting Authority property to a public highway.

ALTERATION. Change in the form of character of the Work done or to be done.

ARCHITECT. This term, or any pronoun or phrase in place thereof means a firm of architects or engineers and its authorized representatives, such representatives acting within the scope of the particular duties entrusted to them. It is synonymous with the term "Engineer." If an Architect is not designated it shall be the Authority's Director of Capital Programs and Environmental Affairs or designee.

AS-BUILT DRAWINGS: Contract plans, marked up with northings, eastings and elevations and authenticated/certified as accurate to the nearest 0.1 of a foot by the Contractor, which show the actual, constructed horizontal and vertical locations of features constructed and uncovered during the Work.

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BIDDER. Any individual, form or corporation submitting a proposal for the Work contemplated, acting directly or through a duly authorized representative.

COMMONWEALTH. The Commonwealth of Massachusetts.

CONSULTING ENGINEER. HNTB Corporation, Consulting Engineers for the Authority, acting directly or through an authorized representative, such representative acting within the scope of the particular duties entrusted to them. The Consulting Engineer shall have the right to inspect the Work and to consult with and advise the Authority and the Engineer concerning the Work.

CONTRACT. The written agreement executed between the Authority and the successful bidder, covering the performance of the Work. The Contract shall include Notice to Contractors, Instructions to Bidders, the Proposal, the Proposal Guaranty, the executed agreement, the Contract Bond, the Payment Bond, these Specifications including the General Requirements and Covenants, the Special Provisions, Construction Details and Addenda (if any) the Plans, and the Notice to Proceed. The Contract also shall include any Extra Work Orders, mutual understandings and agreements that are required to complete the Work, and authorized Alterations or extensions thereof.

CONTRACT DOCUMENTS. Those documents herein before defined as included in the Contract.

CONTRACT BOND. The approved form of security executed by the Contractor and his/her Surety or Sureties, guaranteeing his/her complete performance under the provisions of the Contract.

CONTRACT ITEM. An item or class of Work for which a price either unit or lump sum, is set forth in the Proposal.

CONTRACTOR. The person, firm, or corporation undertaking the execution of the Work under the terms of the Contract and primarily liable for the acceptable performance of the Work and for the payment of all legal debts pertaining thereto, acting directly or through an authorized agent or employee.

CONTRACT TIME. The number of calendar days shown in the Contract Documents or established by the completion date given therein, indicating the time allowed for completion of the Work contemplated in the Contract.

DIRECTORS OF CAPITAL PROGRAMS. Either the Director of Capital Programs and Environmental Affairs or the Deputy Director of Capital Programs and Environmental Affairs of the Massachusetts Port Authority.

EMERGENCY. A temporary unforeseen occurrence or combination of circumstances which endangers life or property and calls for immediate action or remedy by either the Contractor or the Engineer.

ENGINEER. This term, or any pronoun or phrase in place thereof, means a firm of engineers or architects and its authorized representatives, such representatives acting within the scope of the particular duties entrusted to them. It is synonymous with the term "Architect." If an Engineer is not designated it shall be the Authority's Director of Capital Programs and Environmental Affairs or designee.

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EXTRA WORK. The term "extra Work" shall mean Work or materials required by the Authority, which are in addition to those required by the Contract Drawings and Specifications in their present form. "Work required by the Contract Drawings and Specifications in their present form" or "materials required by the Contract Drawings and Specifications in their present form" or words of similar import shall include all Work or materials mentioned in the Specifications in their present form (whether or not shown upon the Contract Drawings), all Work or materials shown upon the Contract Drawings in their present form (whether or not mentioned in the Specifications) and all Work or materials involved in or incidental to the accomplishment of the results intended by the Specifications and Contract Drawings in their present form (whether or not mentioned therein or shown thereon).

F.A.A. Federal Aviation Administration (Formerly Civil Administration, U.S. Department of Commerce and Federal Aviation Agency).

INSPECTOR. Any authorized representative of the Engineer or Architect assigned to make any or all necessary inspections of the Work performed and materials furnished by the Contractor.

LANDSCAPING. The planning, planting, establishing and caring for trees, shrubs, vines and other vegetation to provide shade, reduce dust, control erosion, or improve the general appearance of Authority properties.

LOCATION. The area, which has been designated for the Work. It is synonymous with the term "Site."

MATERIAL. Any substance in its raw or prepared form and any manufactured or fabricated product proposed to be used in or entering into the finished Work or appurtenances thereto.

NOTICE. The term "notice" shall mean and include written notice. Written notice shall be deemed to have been duly served when delivered to or at the last known business address of the person, firm, or corporation for whom intended or to his/her, their, or its duly authorized agent, representative, or officer; or when enclosed in a postage prepaid wrapper, or envelopes, addressed to such person, firm, or corporation at his/her, their, or its last known business address and deposited in a United States mail box.

NOTICE TO CONTRACTORS. The notice published in newspapers and other publications announcing the time and place for the opening of bids for the Work to be done.

NOTICE TO PROCEED. A written notice to the Contractor of the date on which he is to begin the prosecution of the Work for which s/he has contracted.

PARTY OF THE FIRST PART. The Authority.

PAYMENT BOND. Surety required by law to be provided by certain Contractors or Subcontractors.

PLANS AND/OR DRAWINGS. The contract drawings, standard drawings and detail sheets, or exact reproductions thereof, which show the location, character, dimension, and details of the Work including any Alterations thereof permissible under the Contract and authorized by duly approved written orders.

PORT. The Port of Boston as defined in the Enabling Act.

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PROPOSAL. The written offer of the bidder, submitted in approved form, to perform the Work contemplated.

PROPOSAL GUARANTY. The security to be furnished by the Bidder as a guaranty of good faith that s/he will enter into a Contract with the Authority and will execute the required bonds covering the Work contemplated, if the same is awarded to him/her.

RECORD DOCUMENTS: Documents including, but not limited to, a record copy of the Plans and Specifications, Addenda, Change Orders, field test records, the Contractor’s daily reports and payroll affidavits, construction photographs, written interpretations and clarifications, responses to Requests For Information (RFI), approved shop drawings, approved samples and such other submittals as are required under this contract.

RESIDENT ENGINEER: The on-site representative of the Engineer or the Authority.

RIGHT-OF-WAY. All lands or other property interests provided or acquired for the development and operation of Authority properties.

RUNWAY. The paved surface of an airport used for the landing and taking off of aircraft.

SITE. The area, which has been designated for the Work.

SPECIAL PROVISIONS. The special directions, provisions and requirements prepared to cover proposed Work not satisfactorily provided for elsewhere. These Special Provisions shall be included within the general term "Specifications" and shall be made a part of the Contract with the express purpose that they shall prevail over all other Specifications.

SPECIFICATIONS. The directions, provisions, and requirements contained herein, or made a part hereof by reference, together with all written agreements made, or to be made, pertaining to the method and manner of performing the Work, or to the quantities or qualities of materials to be furnished under the Contract.

SPONSOR. The Authority (in matters pertaining to Federal aid).

STANDARD SPECIFICATIONS. The Commonwealth of Massachusetts Department of Public Works, "Standard Specifications for Highways and Bridges" latest edition, including revisions. Copies of the Standard Specifications may be purchased for a fee of $25 from the Massachusetts Highway Department, Room 5441, State Transportation Building, 10 Park Plaza, Boston, MA 02116. Copies are also available from the Authority at a charge of $50 PAYABLE BY CHECK ONLY, which charge will be refunded upon their return in good condition, within forty-five (45) days after receipt of the General Bids. Above charges and fees are subject to change.

SUBCONTRACTOR. An individual, firm or corporation undertaking the performance of a part of the Work under the terms of the Contract, by virtue of an agreement with the Contractor.

SUPERINTENDENT. The executive representative of the Contractor, present on the Work at all times during its progress, authorized to receive and fulfill instructions from the Engineer, and capable of superintending the Work efficiently.

SURFACING. The combined sub-base, base and surface courses of pavements considered as a single unit, excluding shoulders.

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TAXIWAY. A paved or unpaved strip over which aircraft may taxi to and from the landing area, runways or aprons of an airport.

TESTING LABORATORY. The official testing laboratory of the Massachusetts Port Authority or such other laboratory as may be designated in writing by the Engineer.

TRUSTEE. The State Street Bank and Trust Company of Boston.

WORDS. "As directed", "as permitted", "as required", or words of like effect shall mean that the direction, permission or requirement of the Engineer is intended, and similarly the words "approved", "acceptable", "satisfactory", or words of like import shall mean approved by or acceptable or satisfactory to the Engineer, unless otherwise expressly provided herein. The words "necessary", "suitable", "equal", "substantial", "reasonable", or words of like import shall mean necessary, suitable, equal, substantial or reasonable in the opinion of the Engineer, unless otherwise expressly provided herein. The words "furnish," "provide," or words of like import when used in relation to the "Contractor" shall mean at the Contractor's expense, unless specifically included in a Contract item. The words "conform," "substantiate," or words of like import shall mean conform or substantiate in the opinion of the Engineer, unless otherwise expressly provided herein.

WORK. All performance, including the furnishing of materials, labor, tools, equipment and incidentals, required of the Contractor under the terms of the Contract.

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CHAPTER II

PROPOSAL REQUIREMENTS AND CONDITIONS

Article 2 - Proposal Forms and Contract Documents The documents listed below will be furnished by the Authority to the bidder upon payment of the charge stated in the Notice to Contractors (which charge will be retained by the Authority as a deposit pending return of the Plans and Specifications in good condition):

A. Proposal (Bound separately or with Specifications):

(1) Notice to Contractors

(2) Instructions to Bidders

(3) Form for General Bid and Sub-Bid

B. Envelope for submitting bids

C. Specifications:

(1) General Requirements and Covenants

(2) Special Provisions (including schedule of Minimum Wage Rates)

(3) Technical Specifications

(4) Sample Contract Forms

D. One set of Plans for the Work

E. Errata and Addenda, if any

F. Additional sheets of the Plans may be purchased by bidders who previously have obtained complete sets of Contract Documents.

For contracts subject to the provisions of Section 44-A through 44-H, Chapter 149 of the General Laws, as amended, General Bid Forms and Sub-bid Forms will be made available without charge to the Bidders and Sub-bidders upon request. General Bidders may obtain a second set of the documents listed in sub-paragraphs A through E above by making an additional deposit with the Authority in the same amount as for the first set and under the same conditions of refund.

Article 3 - Interpretation of Basic Estimate of Quantities

A. All bids will be compared on the estimate of quantities of Work to be done, as shown in the Proposal.

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These quantities are approximate only, being given as a basis for the comparison of bids, and the Authority does not expressly or by implication agree that the actual amount of Work will correspond therewith but reserves the right to increase or decrease the amount of any class or portion of the Work, as may be deemed necessary or expedient by the Authority.

Bidders are required to submit their estimate upon the following express conditions, which shall apply to and become part of every bid received, viz.: an increase or decrease in the quantity for any item shall not be regarded as cause for an increase or decrease in the prices, nor in the time allowed for the completion of the Work, except as provided in the Contract. (Also see Article 22, Alteration of Work).

B. In the event that any part of the Work has been divided into classes or items on a unit price basis and there is an increase or decrease in the quantity of any such class or item of Work, the actual quantity executed will be paid for at the price bid for that particular class or item of Work.

C. If the Work is let on the basis of a lump sum contract or if the Work includes lump sum items, the Bidder must obtain and be responsible for the data upon which s/he bases his/her bid. S/He shall not be entitled to any additional compensation in case the quantities of Work actually done to fulfill the Contract and complete the Work be different from his/her estimated quantities.

Article 4 - Examination of Plans and Location Statements as to the condition under which the Work is to be performed, including Plans, surveys, measurements, dimensions, calculations, estimates, borings, etc., are made solely to furnish a basis for comparison of bids, and the Authority does not guarantee or represent that they are correct. The Bidder must satisfy her/himself by his/her own investigation and research regarding all conditions affecting the Work to be done and labor and material needed, and make his/her bid in sole reliance thereon. S/He must familiarize her/himself with the location and site of the Work and may at her/his own risk and expense undertake her/his own subsurface investigation as may be required to satisfy her/himself as to the actual conditions.

If any person, firm, or corporation contemplating the submission of a proposal for this Contract is in doubt as to the true meaning of any part of the Plans, Specifications, or other Contract Documents, s/he may submit to the Director of Capital Programs and Environmental Affairs of the Authority a written request for an authorized and legal interpretation thereof, provided such request is delivered to the Director of Capital Programs and Environmental Affairs not later than seven (7) days before the advertised date for the opening of bids. The person, firm or corporation submitting the request shall be responsible for its prompt and safe delivery. Such interpretations will be made by addenda duly issued and signed by an authorized representative of the Authority. A copy of such addenda will be sent by registered or certified mail, return receipt requested, or will be delivered to each person securing a set of the Contract Documents at the address recorded at the Director of Capital Programs and Environmental Affairs's office upon receipt of the Contract Plans and Specifications. The Authority will not be responsible for any other explanations or interpretations of the Contract Documents. No employee or agent of the Authority or the Engineer shall have the authority to furnish any such other explanation or interpretation, verbal or written.

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Article 5. Preparation of Proposals

A. Bid Prices

The Bidder shall submit his/her proposal upon the blank forms obtained from the Authority. The Bidder shall specify a unit price or lump sum price, in both words and figures, for each item given, and shall also show the products of the respective unit prices and quantities written in figures in the column provided for that purpose, and the total amount of the proposal obtained by adding the amounts of the several items. All words and figures shall be in ink. In case of a discrepancy between the prices written in words and those written in figures, the written words shall govern.

When an item in the proposal contains a choice to be made by the Bidder, the Bidder shall indicate his/her choice in accordance with the Specifications for that particular item, and thereafter no further choice will be permitted.

The price for any item bid and/or contracted for, unless otherwise noted or specified, shall include full compensation for all materials, equipment, tools, labor and incidental Work necessary to complete the item to the satisfaction of the Engineer. The prices shall, without exception, include all royalties and costs arising from patents, trade-marks, and copyrights in any way involved in the Work.

B. Signatures

All proposals shall be signed correctly with ink in the proper places provided, as follows:

(l) If the proposal is made by an individual, his/her name and post office address shall be given.

(2) If the proposal is made by a firm, partnership, or corporation, it shall be signed by a person having such legal authority from the said firm, partnership, or corporation and the person so signing the proposal shall give his/her name and title, (if any), in addition to the name and address of the firm, partnership, or corporation.

(3) If the proposal is made by a firm or partnership, the names and addresses of the individual members shall be given.

(4) If the proposal is made by a corporation, the name of the State under the laws of which the corporation was chartered and the names, titles, and business addresses of the President, Treasurer and Secretary shall be given.

(5) If the proposal is made as a joint venture by a combination of any individual, firm, partnership, or corporation, it shall be signed by a person having such legal authority from the said individuals, firms, partnerships, or corporations and the person so signing the proposal shall give his/her own name and title, (if any), in addition to the names and addresses of the individuals, firms, partnerships, or corporations.

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Article 6. Delivery of Proposals

Each proposal shall be submitted to the Authority sealed in a special envelope furnished by the Authority to the Bidder with his/her proposal form. The Bidder shall fill in the blank spaces provided on the envelope so as to indicate clearly its contents.

If forwarded by mail, preferably by registered mail, the above mentioned envelope shall be enclosed in another envelope, which shall be addressed to:

Director of Capital Programs and Environmental Affairs Massachusetts Port Authority Capital Programs Department Suite 209S - Logan Office Center One Harborside Drive East Boston, Massachusetts 02128-2909

Proposals received at the above address after the time for opening of bids designated in the Notice to Contractors will be returned to the Bidder unopened.

Article 7. Proposal Guaranty Required

In order to insure the faithful fulfillment of its terms, each Proposal shall be accompanied by a Proposal Guaranty payable for the amount required in the Notice to Contractors to the order of the Massachusetts Port Authority. The amount of the Proposal Guaranty will be returned to the Bidder unless retained by the Authority under the conditions hereinafter stipulated.

The Proposal Guaranty shall be enclosed in the sealed envelope with the Proposal.

The Proposal Guaranty shall consist of a bid deposit in the form of a bid bond or cash or a certified check, or a treasurer's or cashier's check issued by a responsible bank or trust company, payable to the Massachusetts Port Authority.

Article 8. Withdrawal of Proposals

A Bidder may withdraw his/her Proposal provided the request in writing is in the Capital Programs Department Office of the Authority by the time set for opening Proposals. When such Proposal is reached during the opening of bids, it will be returned to the Bidder unread.

Article 9. Public Opening of Proposals

Proposals will be opened and read publicly at the time and place indicated in the Notice to Contractors. Bidders or their authorized agents are invited to be present.

Article 10. Rejection of Proposals

Proposals which fail to meet the requirements of Articles 5, 6, and 7 or which are incomplete, conditional or obscure, or which contain additions not called for, or which contain abnormally high or abnormally low prices for any class or item of Work, may be rejected as informal.

More than one Proposal for the same item from the same Bidder, whether or not the same or different names appear on the signature page, will not be considered. Reasonable proof for believing that any Bidder is so interested in more than one Proposal for the Work contemplated will cause the rejection

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of all Proposals made by him/her directly or indirectly.

Any or all Proposals will be rejected if there is reason for believing that collusion exists among the Bidders.

If a Proposal is made by two or more individuals, partnerships, or corporations, or a combination of these, the parties joining to make the bid are warned to inform themselves of the laws governing the making and acceptance of such a bid. Any submitted bid that is not legal will be rejected.

Article 11. Disqualification of Bidders

Bidders whose proposals have been rejected because of evidence of collusion, as specified in Article 10, will not be considered in future proposals for the same Work.

Article 12. Competency of Bidders

No contract will be awarded except to responsible and eligible Bidders capable of performing the class of Work contemplated. Before the award of the Contract, any bidder may be required by the Authority to submit information in writing, in such form as the Authority may require, showing that s/he has the skill, ability and integrity necessary to the faithful performance of the Work, and that s/he is able to furnish labor that can Work in harmony with all other elements of labor employed or to be employed on the Work.

Article 13. Material Guaranty

Before any contract is awarded, the Bidder may be required to furnish without expense to the Authority a complete statement of the origin, composition, and manufacture of any or all materials proposed to be used in the construction of the Work, together with samples, which samples may be subjected to the tests required by the Authority to determine their quality and fitness for the Work.

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CHAPTER III

AWARD AND EXECUTION OF CONTRACT

Article 14. Consideration of Bids

The Authority reserves the right to reject any or all Proposals, to waive technicalities, and to advertise for new proposals, or proceed to do the Work otherwise, as it may deem best for its own interest.

Where Chapter 149, Sections 44-A to 44-H, inclusive, as amended, shall apply to the Work as indicated in the Notice to Contractors, the Authority reserves the right to reject any or all Proposals, and to reject any general or subbid which fails to comply with the statutory requirements.

Article 15. Award of Contract

The Contract will be awarded by the Authority to the lowest responsible and eligible Bidder, within thirty (30) days, (Saturdays, Sundays, and legal holidays excluded), after the opening of bids or within thirty (30) days, (Saturdays, Sundays, and legal holidays excluded), after the approval of a federal agency when federal funds are involved. The successful Bidder will be notified in writing, by mail or otherwise, that his/her bid has been accepted and that s/he has been awarded the Contract.

Article 16. Return of Proposal Guaranty

The Proposal Guaranty, except those of the three lowest Bidders, will be returned within five (5) days, (Saturdays, Sundays, and legal holidays excluded,) following the opening of the bids. The others will be retained until the execution of the Contract.

Article 17. Contract Bond Required

A bond (or bonds) will be required for the faithful performance of the Contract, payment of all persons performing labor or furnishing materials in connection therewith, and other attendant obligations in such sum (or sums) as may be fixed by the Authority in the Bid Proposal. The surety shall be a surety company or securities satisfactory to the Authority.

Article 18. Execution of the Contract and Notice to Proceed

The successful Bidder to whom the Contract is awarded shall appear at the Capital Programs Department Office of the Authority with the surety offered by him/her, and execute the Contract within five (5) days, (Saturdays, Sundays, and legal holidays excluded), from the date of the notice from the Authority to the Bidder that the Contract is ready for signature. The Contract shall be in writing and shall be executed in duplicate, of which one copy each will be retained by the Authority and the Contractor.

The Authority will issue to the Contractor a Notice to Proceed within ten (10) days (Saturdays, Sundays, and legal holidays excluded), following the execution of the Contract.

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Article 19. Failure to Execute Contract

Should the successful Bidder fail to execute the Contract and furnish the Contract bond within the time stipulated, the Authority may, at its option, determine that the Bidder has abandoned the Contract and thereupon the Proposal and acceptance shall be null and void, and the guaranty accompanying the Proposal shall be retained and collected by the Authority, not as a penalty but as liquidated damages, for the delay and expense caused by the abandonment of the Contract.

Award may then be made to the next lowest responsible Bidder, or the Work re-advertised, or the Authority may proceed in any lawful manner to secure the accomplishment of the Work.

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CHAPTER IV

SCOPE OF WORK

Article 20. Intent of Plans and Specifications

It is the intent that the Plans and Specifications shall prescribe a complete Work or improvement. The Contractor shall remove all obstructions from within the lines of the improvement; and shall do such additional, extra, and incidental Work as may be considered necessary to complete the Work in a substantial and acceptable manner; and when it is so completed, s/he shall leave the Work in a neat and finished condition.

The Contractor shall do all the Work and furnish all the materials, equipment, tools, and appliances, except as otherwise specified, necessary or proper for performing and completing the Work required by the Contract, in the manner and within the time specified. S/He shall complete the entire Work to the satisfaction of the Engineer, and in accordance with the Plans and Specifications for the Work, at the prices agreed upon.

All Work to be done and furnished under the Contract shall be done and furnished strictly pursuant to, and in conformity with the Plans and Specifications for the Work, which said Plans and Specifications shall form part of the Contract, and also in accordance with the directions of the Engineer as given from time to time during the progress of the Work pursuant to the terms of the Contract. The Notice to Contractors and the Proposal submitted by the Contractor shall also form part of the Contract.

The Contract shall include grading, where indicated outside the location of the Work, and other miscellaneous Work as shown on the Plans and as directed.

Copies of all A.S.T.M., F.A.A. and A.A.S.H.T.O. Specifications will be available for reference at the Capital Programs Department Office of the Authority.

Article 21. Errors or Discrepancies

In the event that the Contractor discovers any apparent error or discrepancy in the Plans and Specifications, s/he shall call immediately upon the Engineer for his/her interpretation, and such interpretation or decision shall be final.

Documents Complementary: Certain items of detail and work which are or which may be included in the Technical Specifications and not shown on the Contract Drawings, or shown on the Contract Drawings and not mentioned in the Specifications, shall be of like effect as if shown or mentioned in both. In case of difference between small- and large-scale drawings, the large-scale drawings shall govern. On any of the Contract Drawings where a portion of the work is detailed or drawn out and the remainder is shown in outline, the parts detailed or drawn out shall also apply to all other like portions of the work.

Article 22. Alteration of Work

Should it be found desirable by the Authority to make Alterations in the form or character of any of

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the Work done or to be done, the Authority may order such Alterations to be made, defining them in writing, and the Alterations shall be made accordingly.

The Authority reserves and shall have the right to make such changes from time to time in the Plans, the form, character and quantity of the Work as may be considered necessary or desirable to complete fully and acceptably the proposed construction in a satisfactory manner, provided that such Alterations do not change the total cost of the Contract (based on the originally estimated quantities and the unit prices bid) by more than twenty-five (25) percent, and provided further that such Alterations do not change the total cost of any major item (based on the originally estimated quantities and the unit price bid) by more than twenty-five (25) percent. A major item shall be construed to be any item the total cost of which is equal to or greater than ten (10) percent of the total Contract amount, computed on the basis of the Proposal quantity and the Contract unit prices. Should it become necessary for the best interests of the Authority to make changes in excess of that herein specified, the same shall be covered by supplemental agreement.

In the event that the quantity of any item of Work as to which a unit price (or prices) is applicable is increased or decreased by an Alteration in the Work, the Contractor shall perform such item of Work as altered at the Contract unit price or prices. Payment for any other Alteration in the Work shall be made on a cost-plus or force account basis in accordance with the provisions of Article 80. An appropriate credit or deduction shall be made with respect to any portion of the Work, which is no longer to be performed as a result of an Alteration, deletion and/or omission. In the event that the Alteration, deletion and/or omission shall diminish the cost of the Work, no allowance will be made for anticipated profits and a credit to the Authority shall be computed in the same manner as payment for extra Work stated under Article 80.

The Engineer may at any time in writing request the Contractor to submit to the Engineer a written proposal indicating the price at which the Contractor would perform certain Alterations in the Work described by the Engineer in his/her request. Upon receipt of such a request, the Contractor shall prepare and submit such proposal as promptly as possible. Such written request by the Engineer shall not be considered a direction or order to perform Alterations in the Work, it is a request for a proposal only. If the Contractor and the Authority agree in writing as to the price to be paid the Contractor for certain Alterations in the Work; payment shall be made by the Authority in accordance with the provisions of said agreement.

In the case of any Alterations in the Work, so much of the Contract as is not necessarily affected by such Alterations shall remain in force upon the parties thereto, and such Alterations shall be made under the terms of and as part of the Contract, and the security for the performance of the Contract shall in nowise be invalidated, but shall be held to secure in like manner the performance of the Alterations made under the Contract and of any extra Work done under the provisions of Article 23.

Should an Alteration by the Authority result in a decrease in the amount of Work to be performed under this Contract, a corresponding decrease in the time allotted for performance of the Contract will be made. If the Contractor and the Authority are not able to agree upon such decrease, the Director of Capital Programs and Environmental Affairs of the Authority shall in the exercise of his/her independent judgment render a decision in writing as to the appropriate size of such decrease. This decision shall be final and conclusive.

The Contractor shall not start Work on any Alteration requiring a supplemental agreement until the agreement setting forth the agreed price or prices shall be executed by the Authority and the Contractor. In the case where an Alteration in the Work requires a supplemental agreement, but the

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Authority and the Contractor are not able to agree thereon, the Authority reserves the right to terminate the Contract as it applies to the items in question and make such arrangements as may be deemed necessary to complete the Work.

Whenever an order to perform Alterations in the Work has been issued, or whenever the Engineer shall direct, order or require Work which the Contractor considers to be Alterations and as to which Contractor has a claim for additional compensation or otherwise, the Contractor shall, in addition to submitting a Notice of Alteration Request as described below, at the end of each day submit to the Engineer a daily summary and listings of the types described in Article 23 in connection with extra Work claims. Submission by the Contractor of the above notice of claim, daily summaries and listings, in the circumstances described above, shall be a condition precedent to allowance of a claim by the Contractor for additional compensation due to an order to perform Alterations in the Work or an order requiring such Work which the Contractor considers to be Alterations in the Work.

If at any time an order to perform Alterations in the Work has been issued or Contractor contends that acts or omissions of Authority or its designated representatives constitute an Alteration to the Work, Contractor shall within seven (7) calendar days after such order or act or omission submit a written Notice of Alteration Request explaining in detail the basis for the request. If Contractor intends to assert a Claim, it must, within seven (7) calendar days after receipt of an Alteration Request from the Authority or at the time of submission of a Notice of Alteration Request provide written notification of such intent to submit a Claim and the basis thereof (Notice of Claim), and shall comply with the following requirements:

22.1 Documentation Substantiating Alteration Requests:

Contractor shall supply certified pricing within fourteen (14) days after providing written Notice of Claim for an increase to the Contract Amount for an Alteration in the Work. Contractor’s pricing shall remain firm for a period of not less than sixty (60) days after delivery of the certified pricing. Any delay in the submission of all necessary supporting documentation or the determination of pricing will not justify or constitute a basis for an increase in the Contract Amount. Contractor’s submittals shall be on forms acceptable to the Engineer.

Contractor shall certify in writing that the amounts included in the Notice of Alteration Request or Notice of Claim covers all direct, supplemental, indirect, consequential, and serial and cumulative costs, as applicable, and that those costs would be or were necessarily incurred, despite the Contractor’s reasonable and diligent efforts to mitigate them. If the Authority does not agree to a lump sum amount or unit price for any approved Alteration, the pricing for the Alteration shall be determined on the basis of the actual Cost of the Work for the approved Alteration. Contractor’s certified pricing shall detail all applicable elements of costs, including, but not limited to, labor, man-hours and payroll costs, quantities, crew mixes, production rates, material costs, subcontractor and supplier costs, equipment costs, and supplemental costs. With respect to Work during other than normal hours, the labor charges associated with such Work shall consist of straight time wages and burden, plus the appropriate overtime or shift premium with no additional burden (i.e., fringe benefits) on the premium portion. All overtime must be preapproved by the Resident Engineer or his/her designated representative.

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Certified pricing shall cover all aspects of the Work involved, whether relating to deleted, added, revised, or impacted items of Work. Amounts for Subcontractors or suppliers at any tier shall be equally supported. No submittal for an adjustment in the Contract Amount shall be valid unless submitted in accordance with this Article. Contractor shall execute a certificate of current costs or pricing data. This certificate shall be supplied at the time Contractor submits pricing information for any and all Notice of Alteration Requests or Notice of Claim. The certificate of current costs or pricing data shall contain the following statement: “This is to certify that, to the best of my knowledge and belief, the costs or pricing data submitted, either actually or by specific identification in writing, to Engineer or any of its authorized representatives, in support of [identify the request for price adjustment, giving the appropriate reference and date] are accurate, complete and current as of [insert the day, month and year when submittal was provided to Engineer]. Contractor: [type name] By: [type name] Title:

Date of Execution: [insert the day, month and year of signing, which should be the same date as when the pricing information is submitted]

If any price, including profit or fee, negotiated or agreed to under this Article, or any cost reimbursement under this Contract was increased by any amount because Contractor furnished costs or pricing data that were not complete, accurate, and current as certified in its certificate of current costs or pricing data, the price or costs shall be reduced accordingly, and this Contract shall be modified to reflect the reduction. Contractor is also placed on notice that, to the extent any submittal is determined to be a false claim based on any state or federal law, Contractor will be liable to the Authority for all remedies permitted by applicable statutes.

22.2 Waiver of Claims:

Any failure by Contractor to meet all notice requirements and to timely present certified pricing under this Article shall be a waiver of any right arising from the Notice of Alteration Request, Notice of Claim or any Dispute resulting therefrom.

23.3 Failure to Agree:

Failure by the Authority and Contractor to agree on any adjustment shall be a

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Dispute and will be resolved in accordance with the terms and conditions of this Contract. However, nothing in this Article shall excuse Contractor from proceeding with this Contract as altered.

The decision of the Engineer shall be final and conclusive with respect to all questions that may arise concerning the interpretation and application of the provisions of its Article, the amount of Alterations in the Work, and the value of Alterations in the Work; provided, however, that any dispute about revision (extension or contraction) of any Milestone or the Contract completion time due to an Alteration in the Work shall be decided by the Director of Capital Programs and Environmental Affairs of the Authority in accordance with the provisions of Article 74. Such decisions of the Engineer may be made by him after completion of the Work required by the Contract but shall be made before payment of the final estimate by the Authority.

If the Contractor claims that the performance of certain Alterations in the Work (or Work which the Contractor claims to be Alterations in the Work) will delay the contract completion time, it shall, as a condition precedent to the allowance of any such claim, comply with the provisions of Article 74 hereof.

Article 23. Extra Work

The Contractor shall do any extra work when and as ordered in writing by the Authority ("Extra Work Order"). Payment therefor will be made on the basis of an agreement for Extra Work or on a cost-plus basis in accordance with the provisions of Article 80.

The Engineer may at any time in writing request the Contractor to submit to the Engineer a written proposal indicating the price at which the Contractor would perform certain Extra Work described by the Engineer in his/her request. Upon receipt of such a request, the Contractor shall prepare and submit such proposal as promptly as possible. Such written request by the Engineer shall not be considered a direction or order to perform Extra Work; it is a request for a proposal only.

If the Contractor and the Authority agree in writing as to the price to be paid the Contractor for certain Extra Work ("agreement for extra work"), payment shall be made by the Authority in accordance with the provisions of said agreement.

No Extra Work shall be performed except pursuant to such a written Extra Work Order or such a written agreement for Extra Work.

In the absence of any such written Extra Work Order or any such written agreement for Extra Work, as described above, if the Engineer shall direct, order or require any Work which the Contractor claims to be extra, the Contractor shall nevertheless comply therewith, but shall within seven (7) days after receipt of such direction, order or requirement submit a written notice to the Engineer (l) describing the Work the Contractor claims to be extra; and (2) stating why Contractor claims it to be extra.

Whenever a written Extra Work Order directing the performance of Extra Work has been issued, or whenever the Engineer shall direct, order or require any Work which the Contractor claims to be extra, the Contractor shall at the end of each day submit to the Engineer the following:

(l) a daily summary, in writing, on a form approved by the Director of Capital Programs

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and Environmental Affairs of the Authority, showing the name and number of each workman employed on such Work, the number of hours which s/he is employed thereon, the character of his/her duties, and the wages to be paid to him/her.

(2) a listing of the number and types of equipment used in the performance of such Work, the hours each piece of equipment worked, the identification number of each piece of equipment, and the rental claimed therefor, and

(3) a listing showing the amount and character of any extra materials furnished, from whom they were purchased, and the amount to be paid therefor.

The aforesaid requirements with respect to notice, the daily summary and listings are for the purpose of affording to the Engineer an opportunity to verify the Contractor's claim at the time, to cancel promptly (if s/he desires so to do) such order, direction or requirement, and to keep an accurate record of the materials, labor and other items involved, and generally of affording to the Authority an opportunity to take such action as it may deem desirable in light of the Contractor's claims. Accordingly, submission by the Contractor of such notices, daily summaries and listings, in the circumstances described above, shall be a condition precedent to allowance of any claim by the Contractor for additional compensation due to Extra Work. The Engineer shall have no authority to modify or waive, expressly or by implication, the above requirements as to notice, daily summaries and listings, and any action or statements by the Engineer to such effect shall not be binding upon the Authority.

The keeping of costs by the Engineer shall not in any way be construed as proving the validity of the Contractor's claim.

At any time or times after the commencement of Work by the Contractor pursuant to (l) a written Extra Work Order or (2) an order, direction or requirement of the Engineer as to which the Contractor has submitted a written notice, as aforesaid, claiming the Work to be extra, the Engineer may by written notice direct the Contractor to submit to the Engineer, within such time as the Engineer shall specify in writing (a) a written statement of the amount which the Contractor claims is at that time owing for said Extra Work or claimed Extra Work (said amount being computed on a cost-plus or force account basis in accordance with Article 80 hereof) and (b) a breakdown or itemized summary showing in detail satisfactory to the Engineer how such amount was computed. If the Contractor and the Authority agree in writing as to an amount to be paid the Contractor for such Extra Work or claimed Extra Work, payment shall be made by the Authority in accordance with the provisions of said agreement. If, within a reasonable time (to be determined by the Engineer) after the date the Contractor submitted or should have submitted the aforesaid statement and breakdown, the Contractor and the Authority have not so agreed in writing, the Engineer shall in the exercise of his/her independent judgment, decide in writing: (l) with respect to Work claimed by the Contractor to be extra, whether such Work was or was not Extra Work; and (2) with respect to Extra Work, what amount is properly owing to the Contractor. Copies of any such decision shall be sent to the Contractor and to the Authority.

The decision of the Engineer shall be final and conclusive with respect to all questions as to what constitutes Extra Work, the amount of Extra Work and the value of Extra Work. Such decisions may be made by the Engineer after completion of the Work required by the Contract but shall be made before payment of the final estimate by the Authority.

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If the Contractor claims that the performance of certain Extra Work (or Work which the Contractor claims to be extra) will delay the Contract completion time, Contractor shall, as a condition precedent to the allowance of any such claim, comply with the provisions of Article 74 hereof.

Article 24. Maintenance of Marine Traffic and Air Traffic

A. Where the Contract involves dredging, other construction activities, or use of floating equipment in navigable waters, the Work shall be so conducted as to cause no unnecessary delay or obstruction to the free passage of marine traffic; and such Work must be conducted in accordance with the applicable regulations of the United States Army Corps of Engineers and the United States Coast Guard.

B. Air traffic will continue to use existing runways and taxiways of the Airport during the time that Work under this Contract is being performed. The Contractor shall at all times so conduct his Work as to create no hindrance, hazard, or obstacle to air traffic using such portions of the Airport as are not officially closed to air traffic and must, at all times, conduct the Work in conformance with the requirements of the Authority and F.A.A. Chief Control Tower Operator or his authorized representative.

The Contractor shall not operate construction equipment within the approaches to any runway without the prior approval of the Chief Control Tower Operator or his/her authorized representative, which approval shall be obtained solely through the Engineer. Approval to Work within such limits shall be only for the time or times designated. No equipment shall use the existing runways or taxiways as access roadways nor shall the vehicles of the Contractor or his employees enter upon any of the existing runways, taxiways, loading areas, or approach zones without first having received permission to do so from the Authority and the Chief Control Tower Operator or his authorized representative. Materials and equipment not in use shall be stored or parked in areas designated by the Engineer and outside of the runway approach zones. The Contractor shall be responsible for restricting his/her equipment and personnel to the immediate vicinity of construction and to authorized areas, and shall take such precautions, at his/her own expense, as are necessary in the opinion of the Engineer to assure compliance with these requirements.

During all Working hours when construction or operations incidental thereto under this Contract are in progress in the immediate vicinity of the landing areas or active taxiways (as determined by the Engineer), the Contractor shall furnish monitor vehicles with two-way radio communication with the Airport Control Tower. Such radio communications shall be manned at all times by a qualified operator and shall be operated in conjunction with a loud speaker system, so that instructions from the Control Tower may be passed on immediately to all the Contractor's personnel and equipment. The number of radio monitor vehicles will depend on the number of control points necessitated (in the opinion of the Authority) by the access routes and construction procedure used by the Contractor. Radios, operators, and vehicles, and communication procedure shall all be satisfactory to the Authority. The monitor vehicles and the two-way radio sets shall be continuously maintained in satisfactory operating condition by the Contractor.

The Contractor shall hold harmless the Authority, the Engineer, and their respective agents or representatives from any and all claims for damages, costs, expenses, judgments, or decrees resulting from negligence on the part of the Contractor and/or any subcontractor, or his/her, their, or its agent or employees in conducting the Work as required by this Article.

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All costs of safeguarding personnel and equipment, maintaining air traffic, maintaining the construction area free of hazards to such traffic, maintaining radio communications, and complying with other requirements of this Article shall be considered incidental to the Work under this Contract and shall be included in the respective Contract prices, and no additional payment therefore shall be made unless otherwise specified in the Special Provisions.

Article 25. Removal and Disposal of Structures and Obstructions

Existing structures found within the location of the Work, which are to be replaced or rendered useless by new construction, shall be removed by the Contractor at his/her own expense whether or not indicated on the Plans as existing unless otherwise provided in the Plans and Specifications. When such structures are situated so as not to interfere with the Work, the removal shall not be undertaken until the new replacement structures are ready for use or until the Engineer shall permit.

All material in existing structures requiring removal shall be removed as directed by the Engineer.

Unless otherwise provided, the material from any existing structures may be used temporarily by Contractor during construction. All discarded material, rubbish, or debris shall be removed from the Work Area and Authority property and properly disposed of (according to all laws, ordinances, regulations, orders and decrees) at the Contractor's expense. No foreign material or debris shall be permitted to enter a waterway or drainage system.

Article 26. Rights in the Use of Materials Found on the Work

The Contractor, upon his/her written request to and with the written approval of the Engineer, may take suitable ledge, gravel, sand, loam, clay, or other material from within the location lines of the Work and use it for other purposes than for forming embankments. If such use necessitates securing additional material to complete the Work, the Contractor shall at his/her own expense, furnish an amount of borrow of a satisfactory quality, equal to the amount of material taken, as measured in excavation unless otherwise specified. The Contractor shall not excavate or remove any material, which is not within the excavation as indicated by the slope stakes and grade lines without written approval. No excavated material suitable for use shall be wasted unless as directed.

Article 27. Final Cleaning Up

Upon completion of the Work and before acceptance and final payment, the Contractor shall remove, at his/her own expense, from the site of the Work, from adjoining property, and from the Contractor's camp site on Authority property, all temporary structures and all surplus material and rubbish which may have accumulated during the prosecution of the Work, and shall leave the Work in a neat and orderly condition. The Contractor shall insure that neither soil nor ground water have become contaminated from his/her activities. In the event of a "release to the environment", the Contractor shall insure that appropriate notifications to the Authority's Project Manager, Chief of Environmental Management, the Massachusetts Department of Environmental Protection and other agencies with jurisdiction are made immediately and that all appropriate and required remedial actions are undertaken by the Contractor at his/her expense.

No equipment shall be left at the site of the Work or in the vicinity of the Work without the written permission of the Engineer.

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CHAPTER V

CONTROL OF WORK

Article 28. Authority of the Engineer

The Engineer shall decide all questions which may arise as to the quantity, quality, acceptability, fitness, and rate of progress of the several kinds of Work to be performed and materials to be furnished under the Contract, and shall decide all questions which may arise as to the interpretation of any part of the Contract, especially the Plans and Specifications which are a part thereof, as to the fulfillment of this Contract on the part of the Contractor, and the determination and decision of the Engineer shall be final and conclusive; and such determination and decision, in case any question shall arise, shall be a condition precedent to the right of the Contractor to receive any money hereunder; provided, however, that all questions and disputes concerning revision (extension or contraction) of the contract completion time shall be decided by the Director of Capital Programs and Environmental Affairs of the Authority in accordance with the provisions of Article 74.

Article 29. Plans, Detail Drawings and As-built Drawings

Approved Drawings, details, profiles and sections on file in the office of the Engineer will show the location, details, and dimensions of the Work contemplated, and all Work shall be in strict conformity therewith and with the Specifications.

Supplemental, detail, and Working drawings as required in the Specifications and furnished by the Contractor shall upon approval become a part of the complete Drawings. Such approval of supplemental, detail, and Working drawings, however, shall not operate to relieve the Contractor of any of his/her responsibility under the Contract for the satisfactory completion of the Work, nor for the accuracy of the dimensions, details or quantities or for their agreement.

The detail drawings shall be made on the dull side of tracing cloth and shall be of the same size as the original contract drawings, with margins and titles conforming thereto. When submitting detail drawings for approval, complete sets of prints as directed shall be furnished the Engineer who will return one set either approved or with corrections marked thereon. Finally, the Contractor shall furnish the Engineer with complete sets of prints as directed of the corrected and approved detail drawings. No changes shall be made in the approved drawings without the written consent of the Engineer.

The tracings of all detail drawings, on ink on not less than .003 in. single matted Mylar, shall be delivered to the Engineer upon completion of the Work and shall become the property of the Authority.

The Contract price shall include the cost of furnishing all Working drawings and the Contractor will be allowed no extra compensation therefore.

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Any Work done or materials furnished by the Contractor prior to the approval of the Working drawings shall be at his/her own risk. The words "approved as noted" or words of similar import placed by the Engineer on a contract or shop drawing submittal mean that all items and details of the drawing submitted are fully approved with the exception of those items or details that are specifically marked for further action. The withholding of an unqualified approval by the Engineer with respect to any contract drawing or shop drawing in its entirety shall under no circumstances constitute a basis for delay in arranging for and proceeding with the manufacturing, fabricating, delivering and installing, in accordance with the Contract, of those items or details on such drawing which have been approved as aforesaid.

The Contractor shall maintain at the site, a set of Contract Plans on which to record the as-built conditions. These As-Built Drawings shall be updated on a daily basis, as the Work progresses, showing what was actually constructed, the dimensions and grades of all Work, located horizontally and vertically to the nearest 0.1 of a foot, indicating thereon all exposed features uncovered during the Work and all other construction Work items completed under this Contract. The Contractor shall require the Subcontractors to participate daily in the As-Built Drawing updates, which shall show all Work, as it was built or discovered, including the Work of all Subcontractors. As-Built Drawings of hidden features shall be based upon measurements taken by the Contractor before covering them. These As-Built Drawings shall be kept current and available for review by the Inspector or Resident Engineer, the Engineer and the Authority at all times. The Contractor shall forward a copy of the current As-Built Drawings with each payment requisition to the Inspector or Resident Engineer. At the sole discretion of the Authority, Contractor’s application for payment may either be withheld or modified for any portion of the constructed Work’s respective payment item unless accompanied by its As-Built Drawings. As a minimum, for underground utilities (uncovered, existing or installed) the As-Built Drawings shall show the type of feature, material, size, elevation (top and/or flow line) and horizontal position by the project datum (northing, easting and elevation) at every change in direction and minimally every 50 feet.

Prior to final acceptance and payment by the Authority, the Contractor must submit to the Consultant all of the Contractor-prepared As-Built Prints. Each As-Built Print must include a Contractor-signed certification statement that confirms the completeness and accuracy of as-built conditions. The Consultant then updates the As-Built Drawings to provide 4-mil Mylar drawings and electronic AutoCAD files, along with scanned 200 dpi TIFF files of As-Built Mylar Drawings. Each As-Built Mylar Drawing must also include a Contractor-signed certification statement that confirms the completeness and accuracy of documented as-built conditions. Such statement shall read: "This Drawing reflects As-Built Conditions as certified by (insert contractor's name)." The Consultant then delivers to the Authority the certified As-Built Drawings..

Article 30. Conformity with Plans and Allowable Deviations

The finished Work shall conform in all respects to the lines, grades, cross sections and dimensions given on the approved Plans. Where conditions make it necessary or desirable for deviation from the approved Plans, such changes shall be made as specified in Article 22 upon authorization in writing by the Engineer.

Attention of the Contractor is directed to the provisions of Section 39-L, Chapter 30 added by Chapter 771 of the Acts of 1960, for the performance of all Work in conformity with the Plans and Specifications and to the penalties contained in said act for unauthorized deviations from the Plans and Specifications willfully performed and with the intent to defraud.

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Article 31. Coordination of Plans and Specifications

The Plans, Specifications and all supplementary documents are essential parts of the Contract, and a requirement occurring in one is as binding as though occurring in all. They are intended to be mutually complementary and to describe and provide for a complete Work. In case of unresolvable inconsistency, Plans and/or Drawings ("Plans") shall take precedence over Technical Specifications (Division III), and Special Provisions (Division II) shall take precedence over both Plans and Technical Specifications. In the event of any unresolvable conflict, the Special Provisions, Technical Specifications and Plans shall take precedence over the General Requirements (Division I).

Article 32. Cooperation by Contractor

The Contractor will be given six copies of approved Contract Plans and detail sheets, the Contract, the Specifications, and Amendments thereto. S/He shall have one copy of such information at the location of the Work and available for reference at all times during the prosecution of the Work. The Contractor shall at all times have on the Work, as his/her agent, a competent and reliable Superintendent, capable of reading and thoroughly understanding the Plans and Specifications, who shall be authorized to receive and act on instructions from the Engineer or his/her authorized representative. The Superintendent shall have full authority to execute, and shall execute, the directions of the Engineer without delay, and shall promptly supply such materials, tools, equipment and labor as may be required.

Whenever the Contractor is not present on any part of the Work when it may be desired to give directions, orders will be given by the Engineer and they shall be received and executed by the Superintendent or Foreman including Foreman of Sub-Contractors who is in charge of the particular Work in reference to which the orders are given.

The Contractor shall provide all reasonable facilities to enable the Engineer to inspect the Workmanship and materials entering into the Work. S/He shall cooperate in the matter of setting and preserving stakes, benchmarks, etc., for controlling the Work.

The Contractor shall so carry on his/her Work under the direction of the Engineer that public service corporations or municipal departments may enter on the Work to make changes in their structures or to place new structures and connections therewith without interference, and the Contractor shall have no claim for or on account of any delay which may be due to or result from said Work of public service corporations or municipal departments.

Article 33. Adjacent and Concurrent Contracts

The Contractor shall carry on his/her Work concurrently with that being done on other contracts or Work (if any) adjacent to or in conjunction with the project, so as to provide for all possible cooperation towards the satisfactory completion of the Work with a minimum of delay and inconvenience. Where necessary and insofar as possible, s/he shall permit other contractors free and unobstructed passage over the Work in the field and/or buildings. S/He shall have no claim against the Authority for or on account of any damage or delay due to the operations of other contractors or their movements over his/her section of the Work.

The Contractor shall be responsible for conducting all his/her operations so as not to create any hindrance, hazard, delay, or obstacle or to cause any damage to the concurrent Work being performed by others or to any existing installations, buildings, etc. It shall be the Contractors' responsibility to cooperate with all other contractors doing Work on the project and to make mutually agreeable

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arrangements with them and with the Engineer for the expediting of his/her Work.

If there be a difference of opinion as to the respective rights of the Contractor and others within the limits of or adjacent to the Work, the Engineer will decide as to such rights in order to secure for the Authority the completion of the Work in general harmony and in a satisfactory manner, and his/her decision shall be final and binding on the Contractor.

Article 34. Surveys

The Engineer will establish only such base lines and bench marks in the vicinity of the Work, which are in his/her opinion necessary to perform the Work.

The Contractor shall furnish, free of charge, all stakes and such temporary structures as may be necessary for marking and maintaining points and lines given by the Engineer, and shall provide the said Engineer such facilities and materials for giving said lines and points as s/he may require, and the Engineer's marks shall be carefully preserved.

The Engineer will make all surveys for quantity and payment.

The Contractor shall furnish all persons and equipment for and shall perform all surveys which s/he may require for performances and control of the Work, and shall furnish the Engineer, without additional compensation, all survey information established by the Contractor during the performance of the Work.

Article 35. Authority and Duties of Engineer's Assistants

The Engineer may appoint such assistants as s/he desires and they shall be authorized, subject to the provisions of this Contract, to inspect the Work and materials, to give directions pertaining to the Work or to the safety and convenience of the public, to approve or reject materials, to make measurements of quantities, and to perform such other duties as may be designated by the Engineer.

In case of any dispute arising between the Contractor and the Engineer's assistants as to materials furnished or the manner of performing the Work, the Engineer's assistants shall have the authority to reject the materials or to suspend the Work until the question at issue can be referred to and decided by the Engineer.

The Engineer's assistants are not authorized under any circumstance to revoke, alter, enlarge, relax, or release any requirements of these Specifications, nor to issue instructions contrary to the Plans and Specifications, and any action or statements by an Engineer's assistant to such effect shall not be binding upon the Authority. They shall in no case act as foreman or perform other duties for the Contractor.

Article 36. Inspection of Work and Materials

The Engineer and the Consulting Engineer and their authorized representatives, representative of the Federal Aviation Administration, and agents and employees of the Authority may enter upon the Work and premises used by the Contractor and the Contractor shall provide safe and proper facilities therefor.

The inspection of the Work shall not relieve the Contractor of any of his/her obligations to fulfill the terms of the Contract as therein prescribed by the Plans and Specifications.

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The Contractor shall furnish the Engineer or his/her authorized representative with every reasonable facility and assistance for ascertaining whether or not the Work as performed is in accordance with the requirements and intent of the Plans and Specifications. If the Engineer so requests, the Contractor shall, at any time before final acceptance of the Work, remove or uncover such portions of the finished Work as may be directed. After examination by the Engineer, the Contractor shall restore said portions of the Work to the standard required by the Specifications. Should the Work thus exposed or examined prove acceptable, the uncovering or removing and the replacing of the covering or of the portion removed will be paid for as extra Work, but should the Work so exposed or examined prove unacceptable, the uncovering or removing and the replacing of the covering or of the parts removed shall be at the Contractor's expense. The costs to be charged to the Contractor shall include architectural and engineering fees, laboratory tests, surveys, borings, appraisals and all other expenses that may be necessary in the opinion of the Engineer, to determine whether the Work is acceptable. No Work shall be done nor materials used without suitable supervision by the Contractor or without inspection.

The Contractor, if requested, shall furnish written information to the Engineer stating the original sources of supply and dates of manufacture of all materials manufactured away from the actual site of the Work. In order to insure a proper time sequence for required inspection and approval, this information shall be furnished at least two (2) weeks (or as otherwise directed by the Engineer) in advance of the incorporation in the Work of any such materials.

Failure to reject any defective Work or materials shall not in any way prevent later rejection when such defect is discovered or obligate the Authority to make final acceptance.

Article 37. Removal of Defective or Unauthorized Work

All defective Work shall be removed, repaired or made good, notwithstanding that such Work has previously been inspected and approved or estimated for payment. If the Work or any part thereof shall be found defective at any time before the final acceptance of the whole Work, the Contractor shall at his/her own expense make good such defect in a satisfactory manner.

Any Work done beyond the lines and grades shown on the Plans or as given, except as herein provided, or any extra Work done without authority, shall be considered as unauthorized and at the expense of the Contractor. Such Work will not be measured nor compensation allowed therefor. Work so done may be ordered removed at the Contractor's expense.

Upon failure of the Contractor to remove and satisfactorily dispose of any or all defective or unauthorized Work, and to remedy the same after being so notified, the Engineer may cause such defective Work to be remedied, removed, and replaced, and such unauthorized Work to be removed; and all the costs thereof (including architectural and engineering Work, laboratory and/or other tests, surveys, borings and appraisals) will be deducted from any moneys due or to become due the Contractor.

Article 38. Final Inspection

After the Contractor has fully completed, in his/her opinion, all physical Work under this Contract, including extra Work and Alterations in the Work, he will so notify the Engineer in writing.

Upon receipt of such written notice from the Contractor, the Engineer, if in his/her opinion the Work is sufficiently completed to warrant a Final Inspection, will set up a Final Inspection, to be made within ten (10) calendar days of receipt of the Contractor's written notice by authorized

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representatives of the Authority, the Engineer, the Federal Aviation Administration, the Contractor and major Sub-Contractors. The Contractor will be notified in return in writing of the time and date of said Final Inspection, or the reasons for not having arranged same.

If the Work or any part thereof is not acceptable to the Engineer at the Final Inspection, s/he shall notify the Contractor in writing of the particular or general defects or parts to be remedied before final acceptance of the Work. No "punch list" or other lists of defects will be furnished to the Contractor by the Engineer prior to the Final Inspection.

This procedure may be modified at the option of the Authority should they desire to take advantage of the provisions of Article 59, Division I, of these Specifications.

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CHAPTER VI

CONTROL OF MATERIALS

Article 39. Identification of Material and Equipment

No materials manufactured or produced by convict labor shall be used on Work financed, either wholly or in part, with federal funds.

The source of supply of each material shall be approved in writing by the Engineer before delivery is started. Materials furnished by the Contractor which do not conform to the Specifications at the time of incorporation into the Work shall not be deemed acceptable simply because they were obtained from a source of supply that had been approved by the Engineer.

The Contractor shall furnish all materials required for the Work specified in the Contract, and said materials shall meet the requirements of the Specifications for the kind of Work involving their use.

Only new and first quality materials, conforming to the requirements of these Specifications and approved by the Engineer, shall be used in the Work. If, after trial, it is found the sources of supply, which have been approved, do not furnish a uniform product, or if the product from any source proves unacceptable at any time, the Contractor shall furnish approved material from other approved sources.

The Contractor shall give a preference in the purchase of supplies and materials, other considerations being equal, in favor, first, of supplies and materials manufactured and sold within the Commonwealth, and second, of supplies and materials manufactured and sold within the United States.

The Contractor may be required to furnish sworn certificates as to quality and quantity of material before said materials are incorporated in the Work.

The Authority strongly encourages the use of recycled products. The Contractor must identify wherever recycled products are to be used.

All electrical, mechanical and HVAC equipment shall be properly identified including manufacturer's name plates, serial number, model, capacity, size, etc. as appropriate for the equipment. Contractor shall also furnish the manufacturer's operating instructions and preventive maintenance manual and recommendations.

Article 40. Samples and Tests

Tests of materials, unless otherwise specified, will be made by the Authority or under its direction. The Contractor shall furnish such facilities as the Engineer may require for collecting and forwarding samples, and shall not make use of, or incorporate in the Work, any material represented by the samples until the required tests have been made and the material accepted. The Contractor in all cases shall furnish the required samples without charge.

Article 41. Delivery and Storage of Materials

Materials and equipment shall be progressively delivered to the site so that there will be neither delay in the progress of the Work nor an accumulation of material that is not to be used within a reasonable

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time. Stockpiling of materials and storage of any construction equipment shall be as far away from the edge of any body of water as is practical, however, in any case, it should not be within 100 feet of wetlands or the edge of any body of water.

Materials shall be stored at the expense of the Contractor so as to insure the preservation of their quality and fitness for the Work. When considered necessary by the Engineer, they shall be placed on wooden platforms or other hard clean surfaces, and not on the ground, and shall be placed under cover when directed. The ground and ground water shall be protected by the Contractor in order to avoid contamination, at his/her expense, to the satisfaction of the Engineer. Stored materials shall be located to facilitate prompt inspection.

No hazardous waste or hazardous materials including but not limited to petroleum products, chemicals, contaminated soil, demolitions, demolition debris, including any vessels containing such materials, are allowed to be stored on the Authority Work site or camp site. (See 740 CMR: Massachusetts Port Authority, Comprehensive Rules and Regulations for Port Properties, Mystic/Tobin Bridge, Boston-Logan International Airport, and Lawrence G. Hanscom Field, August 1987). The Contractor may seek permission from the Authority to have hazardous material on Authority property. Such a request shall be made by the Contractor through the Engineer to the Authority Project Manager. If approved by the Chief of Environmental Management, the Logan Fire Department and the Facility, the Contractor must follow all the requirements in the approval and is totally responsible for compliance with the conditions and terms of the approval and for any cleanup and remediation, in accordance with applicable regulations, that may result from releases to the environment.

Article 42. Defective Materials

Materials not conforming to these Specifications shall be rejected and removed from the Work by the Contractor as directed. No rejected material, the defects of which have been subsequently corrected, shall be used except with the permission of the Engineer. Should the Contractor fail to remove defective material within the time indicated in writing, the Engineer shall have the authority to remove and replace the defective material, and the cost of such removal and replacement will be deducted from any moneys due or to become due the Contractor.

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CHAPTER VII

LEGAL RELATIONS AND RESPONSIBILITY TO PUBLIC

Article 43. Laws to be Observed

The Contractor shall keep her/himself fully informed of all existing and future state and national laws and municipal ordinances and regulations in any manner affecting those engaged or employed in the Work, or the materials used in the Work, or in any way affecting the conduct of the Work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. If any discrepancy or inconsistency is discovered in the Contract for this Work in relation to any such law, ordinance, regulation, order, or decree, s/he shall forthwith report the same to the Engineer in writing. S/He shall at all times observe and comply with, and shall cause all agents and employees to observe and comply with, all such existing and future laws, ordinances, regulations, orders and decrees.

The Contractor, if a foreign corporation, shall comply with the provisions of Sections 3 and 5 of Chapter 181 of the General Laws, and acts in amendment thereof and in addition thereto.

Article 44. Permits and Licenses

The Contractor shall give all notices necessary and due in connection with the lawful prosecution of the Work, shall procure all permits and licenses from Federal, State and local authorities as the Authority may deem necessary or appropriate and shall pay all expenses, charges, and fees in connection therewith. No Work shall be undertaken or materials ordered without obtaining such permits, licenses and approvals. Proof of acceptance by the above authorities shall be submitted by the Contractor to the Authority upon completion of the Work. Originals of these documents shall be submitted to the Authority for permanent retention, with a copy of each available at the project site.

Article 45. Motor Vehicles Used on the Work

All motor vehicles used wholly or in part within the Commonwealth by the Contractor or any Subcontractor, or by any persons directly or indirectly employed by him/her or them in the execution of the Contract, either shall be registered in the Commonwealth of Massachusetts and bear Massachusetts registration plates, or shall be operated under a permit issued by the Registrar of Motor Vehicles in accordance with the provisions of Chapter 90 of the General Laws, and amendments thereto.

Article 46. Insurance

The Contractor shall take out and maintain the insurance coverages listed in this Section. This insurance shall be provided at Contractor’s expense and shall be in full force and effect for the full term of the Agreement except as otherwise specified herein. All deductibles and/or retentions are the responsibility of the Contractor. Contractor may offer insurance coverages that are structurally different than those outlined in this section but that are acceptable to Authority in its sole discretion.

All policies shall be issued by companies authorized to write that type of insurance under the laws of the Commonwealth of Massachusetts and have a minimum A.M. Best’s rating of "A-" and a financial size of IX, or otherwise acceptable to the Authority.

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The Contractor shall submit certificates of insurance for all coverages required in this Section, acceptable to Authority, simultaneously with the execution of this Agreement. Certificates shall show Authority as an additional insured as to Commercial General Liability, Business Auto Coverage, Umbrella Liability and Pollution Legal Liability and shall state that none of the coverages shall be cancelled, terminated, or materially modified unless and until 30 days prior notice is given in writing to Authority or10 days notice of cancellation due to non-payment of premium. Contractor shall submit updated certificates prior to the expiration of any of the policies referenced in the certificates so that Authority shall at all times possess certificates indicating current coverage.

If Authority is damaged by Contractor’s failure to maintain such insurance and to comply with the terms of this Agreement, then Contractor shall be responsible for all costs and damages to Authority attributable thereto.

A. Commercial General Liability Insurance:

1. Contractor shall procure and maintain Commercial General Liability Insurance as hereinafter specified, at Contractor’s own expense, during the TERM of this Agreement, written on an “occurrence” basis.

2. This insurance must protect Contractor from all claims for bodily injury, including death, and all claims for destruction of or damage to property, arising out of or in connection with any operations under this Agreement, whether such operations are by Contractor or by any subcontractor or anyone directly or indirectly employed by Contractor or by a subcontractor. In the event any of the hazards or exposures, normally listed in a standard ISO Commercial General Liability policy as “Exclusions,” are involved or required under this Agreement, then such hazards or exposures shall be covered and protection afforded under the amended policy.

3. Liability Insurance Limits and Coverages

a. Contractor shall provide the following minimum Commercial General Liability coverage with respect to the operations performed by Contractor and any employee, subcontractor, or supplier:

i. Each Occurrence Limit $1,000,000

ii. General Aggregate Limit $2,000,000

iii. Products & Completed Operations Aggregate $1,000,000

iv. Personal & Advertising Injury $1,000,000

v. Medical Expenses $10,000

b. Limits shall be provided on a per project basis.

c. This policy shall include coverage relating to explosion, collapse, and underground property damage.

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d. This policy shall include contractual liability coverage.

e. If the Work includes Work to be performed within 50 feet of a railroad, any exclusion for liability assumed under contract for Work within 50 feet of a railroad shall be deleted.

f. This policy shall include endorsement CG2010 (07/04 edition) or its equivalent, naming Authority as Additional Insured.

g. This policy shall provide a Waiver of Subrogation. If not included in the standard policy form, this may be accomplished by adding a Waiver of Subrogation endorsement CG2404 (05/09 edition) or its equivalent.

B. Business Auto Coverage:

1. Contractor shall provide a Business Auto policy with a minimum limit of $10,000,000 Each Accident for owned, non-owned, and hired vehicles.

2. The policy shall include a Pollution Liability Endorsement form CA9948 (03/06 edition) or its equivalent.

3. The policy shall name Authority as an Additional Insured. If not included in the standard policy form, this may be accomplished by adding Designated Insured endorsement CA2048 (02/99 edition), or its equivalent.

4. This policy shall provide a Waiver of Subrogation.

C. Workers’ Compensation & Employer’s Liability Insurance:

1. Contractor shall provide Workers’ Compensation and Employer’s Liability Insurance covering all employees at the Worksite in accordance with M.G.L. c.152, as amended. Workers’ Compensation shall provide statutory limits and Employer’s Liability insurance with minimum limits of $1,000,000 for bodily injury by accident and by disease.

2. If applicable, the policy must be endorsed to cover United States Longshoremen & HarborWorkers Act (USLHW), Maritime/Jones Act and/or Federal Employer's Liability Act.

3. Contractor shall require that all subcontractors also maintain such Insurance for their own employees. Contractor accepts full liability and responsibility for all subcontractor employees not so covered. In cases where any class of employees engaged in hazardous Work under this Agreement at the Worksite is not protected under Workers’ Compensation statute, Contractor shall provide, and shall cause each subcontractor to provide adequate and suitable insurance for the protection of such employees not otherwise protected.

D. Pollution Legal Liability:

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1. Contractor shall provide Pollution Legal Liability coverage with a minimum limit of $1,000,000. Coverage must respond to bodily injury; property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed; cleanup costs; and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims. Authority shall be named as an additional insured.

E. Builder's Risk/Stored Materials:

1. Contractor shall provide coverage against loss or damage on all Work included in this Agreement in an amount equal to the Total Project Cost. Such coverage shall be written on an all risks basis or equivalent form and shall include, without limitation, insurance against perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, pollution including mold and fungus, pollution cleanup, expediting expenses, testing, mechanical or electrical breakdown, electrical arcing, water damage, earthquake, flood (if the Project is not in an "A" or a "V" flood Zone), windstorm, falseWork, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Contractor’s services and expenses required as a result of such insured loss. This policy and/or installation floater shall indicate if Stored Materials coverage is provided as required below.

2. When Work will be completed on existing buildings owned by Authority, Contractor shall provide an installation floater, in the full amount of the Total Project Cost. Such coverage shall be written on an all risks basis or equivalent form and shall include, without limitation, insurance against perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, pollution including mold and fungus, pollution cleanup, expediting expenses, testing, mechanical or electrical breakdown, electrical arcing, water damage, earthquake, flood (if the Project is not in an "A” or a "V" flood Zone), windstorm, falsework, testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for Contractor’s services and expenses required as a result of such insured loss. This policy and/or installation floater shall indicate if Stored Materials coverage is provided as required below.

3. Contractor shall maintain insurance on delivered and/or stored material designated to be incorporated in the Work against fire, theft or other hazards as described above. Any loss or damage of whatever nature to such material while in transit or temporarily stored at an offsite location shall be forthwith replaced by Contractor at no expense to Authority.

4. The policy or policies shall specifically state that they are for the benefit of and payable to Authority, Contractor, and all persons furnishing labor, or labor and materials for the Work, as their interests may appear. The policy or policies shall

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list the Authority, Contractor, and Subcontractors of any tier and any other parties with insurable interest requested by the Contractor as named insureds.

5. Coverage shall include any costs for Work performed by the Contractor or any consultant as the result of a loss experienced during the term of this Agreement.

6. Coverage shall include permission for temporary occupancy and waiver of subrogation in favor of all parties insured under the policy.

Article 47. Patented Devices, Materials and Processes

Whenever the Contractor desires to use any design, device, material, method of operation, or process covered by letters patent or copyright, the right for such use shall be secured by suitable legal agreement with the patentee or owner, and a copy of this agreement shall be filed with the Authority. The entire cost thereof including royalties will be paid by the Contractor in accordance with Article 5A of these Specifications.

No arrangement involving letters patent or copyright is acceptable if subsequent payment for permanent use following completion of the Work is required or implied; and the Contractor shall be responsible for any liability on the part of the Authority, which may result from violation of this Article by the Contractor.

Article 48. Restoration of Facilities Opened by Permit

The Contractor shall not allow any party to modify or break open any portion of the Work, either while in progress or after that portion is complete, except under the direction of the Engineer and the presentation of a duly authorized permit. The holder of such a permit shall be considered in the same class as a contractor on an adjacent contract and the provisions of Article 33 shall apply.

Article 49. Massachusetts Sales Tax Exemption

The Contractor's attention is directed to Chapter 757, Section 6, Legislative Acts of 1967, effective January 1, 1968 which exempts certain sales and gross receipts therefrom, and amendments thereto, including Chapter 313, Section 1, Legislative Acts of 1998, effective August 28, 1998, which exempts sales of building materials and supplies to be used in the construction, reconstruction, Alteration, remodeling or repair of any building, structure, residence, school or other facility included under any written contract arising out of or related to the Authority residential and school soundproofing programs, notwithstanding whether such building, structure, residence, school or other facility is owned by or held in trust for the benefit of the Authority or is used exclusively for public purposes.

The exemption number assigned to the Massachusetts Port Authority as an exempt purchaser is E046-006-429.

Article 50. Sanitary Provisions

The Contractor shall provide and maintain in a neat and sanitary condition such accommodations for the use of his/her employees as may be necessary to comply with the requirements of the Department of Public Health, local health officials or of other authorities having jurisdiction.

Article 51. Public Convenience and Safety

The Contractor shall be responsible for the maintenance of traffic over, through, or around the Work

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included in his/her Contract with the maximum of safety and practicable convenience to such traffic during the life of the Contract, and whether or not Work thereon has been suspended temporarily. S/He shall take all precautions for preventing injuries to persons or damage to property in or about the Work. If the Contractor constructs temporary bridges or provides temporary crossings of streams, his/her responsibility for accidents shall include the roadway approaches as well as the structures of such crossings.

The Work shall be carried on in such a manner as to provide safe passage at all times for public travel and with least obstruction to traffic. The Contractor shall provide and maintain at his/her own expense (except as otherwise provided herein) in a safe and passable condition, such temporary by-passes and temporary bridges as may be necessary to accommodate traffic. Roads shall be closed to travel only as directed by the Engineer. The Contractor shall so carry on his/her Work that travel as specified in the Special Provisions will not be obstructed. The Contractor shall at all times so conduct the Work that the abutters shall have reasonable access to their property as directed by the Engineer. When it is necessary to leave materials and equipment upon the site of the Work or in the vicinity thereof, they shall be placed so as to cause the least possible obstruction to pedestrians and other travel.

Article 52. Barricades and Warning Signs

The Contractor shall, at his/her own expense, provide, place, and erect all barricades and warning signs, and furnish and keep lighted all lights that are necessary in the opinion of the Engineer to protect the Work from traffic, pedestrians and animals and to assure public convenience and safety. S/He shall also furnish at his own expense a sufficient number of watchmen at all times to protect the Work.

The Contractor shall also provide adequate lighting, warning signs, and barricades to protect airline operations from any hazards created by the construction during Working and non-Working hours.

Article 53. Traffic Officers, Police Details and Flagmen

When, in the opinion of the Engineer, it is necessary that uniformed police be used to protect and control pedestrian traffic, to direct vehicular traffic during construction and to keep the traffic off any part of the Work, or to protect the public safety, s/he will obtain a police detail for this purpose.

All customary expenses for uniformed police required for the protection and control of pedestrian and vehicular traffic during construction, or to provide protection of the health and safety of persons or property from routine and anticipated construction activities, shall be assumed by the Authority.

All expenses for uniformed police required for the protection of persons and property arising out of activities not ordinarily encountered by the Authority during construction, including, but not limited to, labor difficulties, crowd control, etc., shall be at the sole cost of the Contractor.

For construction Work performed at Boston-Logan International Airport, only Massachusetts State Police shall be used.

In contracts for Work to be performed in locations other than at Boston-Logan International Airport, local police, or police as determined by the Authority, shall be employed.

When any Work is being done by the Contractor, which may obstruct the tracks of the railroad or in any way endanger the running of trains, a flagman or flagmen, designated by the Chief Engineer of

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the railroad, shall be on duty for the protection of the property and traffic of the railroad.

The expenses for all flagging service, which is required, shall be assumed by the Contractor and included in the prices bid for the various items for Work to be performed under this Contract.

The Engineer may require flagmen for the protection of aircraft when, in his/her discretion, such are reasonably required. The provisions of this paragraph in no way limits the application of Article 24 or the discretion of the Engineer in accordance with Article 24.

Article 54. Use of Explosives

Use of explosives will NOT be permitted unless expressly specified in the Special Provisions and even then only upon the written authorization of the Authority's Director of Capital Programs and Environmental Affairs. When the use of explosives is permitted for the protection of the Work, the Contractor shall observe the utmost care not to endanger life and property, and whenever directed, the number and size of the charges shall be reduced.

All explosives shall be stored in a secure manner and all such storage places shall be marked clearly "DANGEROUS - EXPLOSIVES", and shall be in the care of competent watchmen at all times. The method of storage and handling explosives and highly inflammable materials shall conform with all the State laws and regulations, as well as any local requirements.

Article 55. Protection and Restoration of Property

The Contractor shall, at his/her own expense, preserve and protect from injury all property, either public or private, along and adjacent to the Work, and s/he shall be responsible for and repair at his/her own expense any and all damage and injury thereto. S/He shall exercise special care during his operations to avoid injury to underground structures such as water or gas mains, pipes, conduits, manholes, catch basins, etc. When necessary, the Contractor shall cooperate with representatives of public service companies in order to avoid damage to their structures by furnishing and/or erecting suitable supports, props, shoring or other means of protection. Fire hydrants adjacent to the Work shall at all times be kept readily accessible to fire apparatus, and no material or other obstructions shall be placed within a radius of ten (10) feet of a fire hydrant. Fire hydrants shall not be used by the Contractor without the written permission of the Authority.

All equipment used by the Contractor which could create potential fire hazard such as steam- generating or steam-operated machinery, heaters, gas generators, and the like shall be equipped with spark arresters and/or other safety devices and utmost precaution will be exercised by the Contractor in the use of such equipment.

The Contractor shall receive no extra compensation for such Work unless said compensation is authorized in writing by the Engineer, as specified under Article 23. Land monuments and property marks shall be carefully protected and if necessary to remove the same, s/he shall do so only at the Engineer's discretion and after an authorized agent has witnessed or otherwise referenced their location. The Contractor shall not injure or remove trees or shrubs without proper authority. Insofar as possible, the Contractor shall confine his/her movements and operations to the area within the limits of the location and the area outside the scope of the Work shall not be disturbed except as directed.

Article 56. Responsibility for Damage Claims

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The Contractor, at its sole cost and expense, shall defend, indemnify and hold harmless the Authority, and its members, officers and employees from and against any and all liabilities, claims, demands, causes of action, suits, losses, damages, actions, including actions for personal injury or wrongful death, actions for property damage, and any other types of claims asserted by third persons alleging a violation of law or for any other cause, costs, fines, fees and expenses of any kind or nature whatsoever, including attorneys' fees and costs of investigation and litigation, based upon, arising out of or related to the Contractor’s performance under this Agreement, including but not limited to Contractor’s maintenance and/or service related responsibilities, or the acts or omissions of the Contractor, its agents, employees, contractors or subcontractors; provided, however, that this obligation to defend, indemnify and hold harmless shall not apply to claims or suits which the Contractor demonstrates were caused solely by the gross negligence or willful misconduct of the Authority. The foregoing express obligation of indemnification shall not be construed to negate or abridge any other obligation of indemnification running to the Authority which would exist at common law, and the extent of this obligation of indemnification shall not be limited by any provision of insurance undertaken by the Contractor. In case any action or proceeding is brought against the Authority by reason of any such claim, the Contractor, upon notice from the Authority, shall resist or defend such action or proceeding with counsel reasonably acceptable to the Authority. The Authority shall give the Contractor reasonable written notice of any claims made or suit instituted against it which could result in a claim of defense and indemnification hereunder. This paragraph shall survive any termination or expiration of this Agreement.

The Contractor shall conduct his/her operations upon the right-of-way of any railroad company fully within the rules, regulations and requirements of the railroad company. The Contractor shall be responsible for acquainting her/himself with such requirements as the railroad company may demand.

The Contractor shall further defend and save harmless the Authority and all of its representatives from all suits, actions, or claims of any character brought on account of any accidents sustained prior to the acceptance of the Work by the Authority, by any political subdivision or agency, railroad corporation, or public utility corporation, due to any Work under the Contract performed within the limits of the right-of-way of such agency or corporation.

Article 57. Security Measures

A. The Contractor shall pay all bills for labor and materials contracted by him/her, and all bills for the rental of appliances and equipment hired by him/her, for or on account of the Work herein contemplated.

At the time the Contractor submits each monthly estimate, s/he shall, if the Engineer so requires, deliver to the Engineer a written certificate, in form satisfactory to the Engineer, showing in detail the following:

(1) the amount of money, which is then due and owing by the Contractor to each Subcontractor with respect to the Work;

(2) the amount of money, which has previously been paid by the Contractor to each Subcontractor with respect to the Work;

(3) the amount of money, which is then due and owing by the Contractor to other persons for

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or on account of materials, equipment or supplies, delivered at the site of the Work;

(4) the amounts of money which are then due and owing by the Contractor or by any Subcontractor to laborers employed under the Contract, as daily or weekly wages, for performance of the Work at the site thereof.

At the same time, as aforesaid, the Contractor shall, if the Engineer so requires, deliver or cause to be delivered to the Engineer a written certificate of each Subcontractor, in form satisfactory to the Engineer, showing in detail the following:

(1) the amount of money, which is then due and owing by such Subcontractor to each of his/her own subcontractors;

(2) the amount of money, which is then due and owing by such Subcontractor to other persons for or on account of materials, equipment or supplies, delivered at the site of the Work.

The term "Laborers" as used herein shall include Workmen and mechanics.

B. The Authority may keep any moneys which would otherwise be payable at any time hereunder, and apply the same, or so much as may be necessary therefor, to the payment of any expenses, losses, or damages incurred by the Authority and determined as herein provided, and may retain, until all claims are settled, so much as may be necessary therefor, to the payment of any expenses, losses, or damages incurred by the Authority and determined as herein provided, and may retain, until all claims are settled, so much of such moneys as, in the opinion of the Authority, will be required to settle:

(1) all claims against the Authority and its officers and agents as specified in Article 56,

(2) all claims for labor performed or furnished,

(3) all claims for materials used or employed in such construction and repair, including materials so employed but not incorporated in the construction or repair Work and not wholly or necessarily consumed or made so worthless as to lose identity, but only to the extent of its purchase price less fair salvage value, and

(4) all claims for the rental or hire of appliances and equipment employed, said claims having been filed with the Authority in accordance with Section 29, Chapter 149 of the General Laws, and all subsequent amendments thereto, the Authority may make such settlements and apply thereto any moneys retained under the Contract. If the moneys retained under the Contract are insufficient to pay the sums due under the claims for labor, materials, and rental of appliances and equipment filed as aforesaid, the Authority may pay the same, at its discretion, and the Contractor shall repay to the Authority all sums so paid.

The Authority, with the written consent of the Contractor, may also use any moneys retained, due, or to become due under the Contract for the purpose of paying for labor, materials, and rental of appliances and equipment for the Work, for which claims have not been filed as specified above.

It is understood that the security required by Section 29, Chapter 149, of the General Laws, as amended is obtained by the Bond accompanying the Contract. No moneys retained under

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the other provisions of this article shall be held to be statutory security for the payment of claims filed in accordance with the provisions of Chapter 149, Section 29, as amended for which security is provided by bond.

Article 58. Release From Claim and Liability to Contractor

No person or corporation, other than the signer of the Contract as Contractor, now has any interest hereunder, and no claim shall be made or be valid, and neither the Authority nor any member, agent, or employee thereof, shall be liable for, or be held to pay, any money except as provided in Article 22, 23, 65, 76 and 78 of these Specifications and as provided in the Contract.

All claims of the Contractor for damages on account of any act of omission or commission by the Authority or its agents must be submitted in writing to the Engineer within one week (seven calendar days) after the sustaining of any alleged damage by the Contractor on account of such act. The Contractor's written statement of claim shall describe (1) the act of omission or commission by the Authority or its agent that alleged caused damage to the Contractor, and (2) the nature of the claimed damage. On or before the fifteenth (15th) day of the month succeeding that in which such damage was allegedly sustained, the Contractor shall file with the Engineer a detailed written statement or breakdown showing the various items of claimed damage and the amounts thereof. Submission of the above statement of claim and detailed statement or breakdown within the time periods stated above shall be a condition precedent to the allowance of any such claim for damages by the Contractor. The determination of the Engineer shall be final upon all questions as to the fact, cause and extent of such damage.

Since the prospect of a claim for damages might materially alter the plans, scheduling and other actions of the Authority, and since, with sufficient opportunity, the Authority might, if it knew of the Contractor's claim for damages, attempt to mitigate or eliminate the effect of the act objected to by the Contractor, and since merely oral notice might lead to disputes as to the existence or substance thereof and notice long after the event would seriously hinder, if not prevent, the Authority's investigation of the pertinent facts, the Contractor's submission of such statement of claim and detailed statement or breakdown within the time periods stated above shall be of the essence of the Contractor's obligations and failure of the Contractor to comply with these requirements shall be a conclusive waiver of any such claim for damages by the Contractor. The Engineer shall have no authority to modify or waive, expressly or by implication, the above requirements as to submission of such statement of claim and detailed statement or breakdown within the time period stated, and any action or statements by the Engineer to such effect shall not be binding upon the Authority.

The acceptance by the Contractor of the last payment made under the provision of Article 83 shall operate as and shall be a release to the Authority and every member, agent, and employee thereof, from all claim and liability to the Contractor for anything done or furnished for, or relating to, the Work, or for any act or neglect of the Authority or of any person relating to or affecting the Work, except the claim against the Authority for the remainder, if any there be, of the amounts kept or retained as provided in Article 57. No payment, however, final or otherwise, shall operate to release the Contractor or his sureties from any obligations under this Contract or the Performance Bond.

Authority and Contractor, by execution of this Contract, voluntarily and intentionally waive all rights to trial by jury as to all claims, disputes or controversies arising out of, or relating to, this Contract or the performance or breach thereof.

Article 59. Opening Portions of the Work

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At the option of the Authority, certain portions of the Work may be opened for such use as the Authority may desire. In such cases, the completed portion will be inspected, tentatively accepted in writing and turned over to the Authority for maintenance. Such action shall not in any way be construed as final acceptance of the Work or any part of it, or as a waiver of any of the provisions of these Specifications or the Contract. Upon written authorization by the Engineer, the Contractor may open the Work and cease to maintain barricades and red lights, and the Contractor may be relieved from further maintenance of barriers and lights on that portion of the Work.

In the event the Contractor, upon written authorization from the Engineer, opens up a portion of the Work in advance of completion or in advance of turning the portion over to the Authority for maintenance, either for the convenience of the public, or during suspension of the Work, the Contractor shall restore any part of the Work which might be disturbed or damaged because of such opening and use, and the restoration will be done at the respective Contract unit prices for the items involved or on the basis of a predetermined arrangement entered into by the Contractor and the Authority.

Completed portions of the Work shall be maintained by the Contractor in an acceptable manner until final acceptance of the Contract. S/He shall not permit hauling or other traffic over or use of any portion of the Work unless so authorized in writing by the Engineer.

Article 60. Contractor's Responsibility for the Work

Until its final approval and acceptance by the Authority, the Contractor shall assume full charge and care of and responsibility for the Work and he shall take every necessary precaution against injury or damage to the Work by action of the elements, or from any cause whatsoever, whether arising from the execution or the non-execution of the Contract.

Prior to blasting, the Contractor shall serve reasonable notice thereof to the operating official or company, or companies, leasing or owning pipes, conduits, poles, wires, etc., in danger of being injured by the blasting in order that a representative of said owner or lessee may be present at the site, and s/he shall take proper precaution to prevent such injury by the use of sufficient dunnage.

The Contractor shall bear all losses resulting to him/her on account of the amount or the character of the Work or because the nature of the land in or on which the Work is done is different from what was estimated or expected, or on account of the weather elements, or other causes.

The Contractor shall rebuild, repair, restore and make good at his/her own expense, all injuries or damages to any portion of the Work before the completion and acceptance of the Work.

Issuance of an estimate on any part of the Work done shall not be construed as final acceptance of any Work completed up to that time.

The Contractor shall reimburse the Authority for all expenses, losses or damages, as determined by the Engineer, incurred by or in consequence of any defect, act, omission or mistake of the Contractor or any Subcontractor.

The Contractor will be held responsible for any and all claims for damage to underground structures such as water or gas mains, pipes, conduits, manholes, or catch basins, due to his/her operation or to the operations of any of his Subcontractors.

The Contractor shall not discontinue the service of water, electricity, steam, gas or any other utility,

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without first obtaining the approval in writing of the Engineer and the or manager of the facility where the Work is being performed, and the Contractor shall cause the resumption of said service immediately when service has been resumed. Approval of the Engineer and director or manager shall not be necessary in case of an emergency, but the Contractor shall notify them of any discontinuance and resumption of service.

Article 61. Personal Liability of Public Officials

No member of the Authority or its agents or employees shall be held personally responsible for any liability arising under the Contract.

Article 62. No Waiver of Legal Rights

Neither the inspection by the Authority, the Engineer, nor any of their employees or agents, nor any order, measurement, or certificate by the Engineer, nor any order by the Authority for the payment of money, nor any payment for or acceptance of the whole or any part of the Work by the Engineer or Authority, nor any extension of time, nor any possession taken by the Authority or its employees, shall operate as a waiver of any provision of the Contract, or of any power herein reserved to the Authority or any right to damages herein provided; nor shall any waiver of any breach of the Contract be held to be a waiver of any other of subsequent breach. Any remedy provided in the Contract shall be taken and construed as cumulative, that is, in addition to each and every other remedy herein provided, and the Authority shall also be entitled as of right to a writ of injunction against any breach of any of the provisions of the Contract.

Article 63. Labor Records

The Contractor and all his/her Subcontractors shall keep true and accurate registers of all mechanics, teamsters, chauffeurs, and laborers employed thereon, showing the name, address, and occupational classification of each employee on the Work, the hours Worked by, and the wages paid to each such employee, and shall furnish each week to the Engineer a true statement of the same covering the previous week.

The Contractor and all of his/her Subcontractors shall comply with Federal Department of Homeland Security Requirements in hiring any and all “Employees” to be employed on the Work who are required to be listed in the certified payroll reports required to be submitted under this Contract. Such compliance shall include, but not be limited to, the faithful completion of the Federal Department of Homeland Security Form I-9 process by the Contractor and all of his/her Subcontractors for each of its/their Employees.

Article 64. Labor, Lodging, Board, Maximum Hours of Employment, Weekly Payment

Every employee on the Work covered by the Contract shall lodge, board, and trade where and with whom he elects, and neither the Contractor nor his/her agents or employees shall directly or indirectly require as a condition of employment therein that an employee shall lodge, board, or trade at a particular place or with a particular person. (Section 25 of Chapter 149 of the General Laws.)

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Attention of Bidders is called to Section 148 of Chapter 149 of the General Laws, and amendments thereof requiring the weekly payment of employees and to Sections 26 and 27 thereof which require payment to health and welfare plans.

In case the Work covered by this Contract is financed from federal funds, the above provisions relative to the hours of employment shall be subject to such revision and amendments as are required by the Rules and Regulations controlling the expenditures of such federal funds.

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CHAPTER VIII

PROSECUTION AND PROGRESS

Article 65. Subletting or Assignment of Contract

The Contractor shall give his/her personal attention constantly to the faithful prosecution of the Work, shall keep the same under his personal control, and shall not assign by power of attorney or otherwise, or sublet, the Work or any part thereof without the previous written consent of the Authority and shall not, either legally or equitably, assign any of the moneys payable under this Agreement, or his/her claim thereto, unless by and with the like consent of the Authority. The Contractor's failure to obtain the previous written consent of the Authority shall constitute a waiver of payment for the Work or any part thereof that may be furnished without such previous written consent. The Contractor shall be responsible for the acts and omissions of his/her sub-contractors, if any, and of all persons directly or indirectly employed by him/her or them in connection with the Work. The provisions of Sections 44-A to 44-I inclusive, Chapter 149 of the General Laws, with respect to sub-bidders on buildings will apply when so indicated in the Notice to Contractors.

Article 66. Schedule

The Contractor shall, within fifteen (15) days after the date of execution of the Contract, prepare and submit to the Engineer for approval the following:

1. A practicable and feasible CPM schedule, on a bar chart form to be furnished to the Authority, showing the order in which the Contractor proposes to carry on the salient components of the Work, the dollar value of each respective component of Work, the dates on which it will start each, and the contemplated dates for completing the same, such schedule is to be prepared in accordance with the Massport Schedule Toolkit incorporated herein by reference and found on the Authorities external portal; and

(2) A written chronological statement of the order in which the Contractor proposes to perform the salient components of the Work, indicating in detail the date of starting Work on each such component and the contemplated completion date for each.

The above bar-chart schedule statement shall be compatible in all respects, and shall be consistent with all Contract requirements and the Massport Schedule Toolkit. They will be reviewed for reasonableness and conformity with the Contract and upon approval by the Engineer will be used to evaluate general job progress and to forecast periodic pay estimate requirements. The Engineer shall designate the salient components of the Work to appear on such schedule and statement.

No physical construction Work shall be performed on the Work site until the above schedule and statement have been submitted in proper form and have been approved by the Engineer, and the Authority shall not be liable for any delays or increased costs to the Contractor resulting from the Contractor's failure to meet this requirement. Prompt review will be made of any proposed schedule and chronological statement submitted by the Contractor. Prior to the Engineer's approval thereof, the Contractor may commence all aspects of the Work other than physical construction Work at the site, including but not limited to the placing of material orders, preparation of shop drawings, making of field survey layouts, assembly of equipment, and other Work in preparation for the

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commencement of physical construction at the site.

If in the opinion of the Engineer the Contractor's operations have been or will be materially affected by changes in the Plans or in the amount of Work, or if the Contractor's performance has materially failed to conform to the approved schedule and chronological statement, the Contractor shall, upon request by the Engineer, submit to the Engineer within ten (10) days after such request, for his/her approval, a revised schedule and chronological statement of the types specified above, which shall indicate how the Contractor proposes to prosecute the balance of the Work.

Approval of any such schedule or chronological statement by the Engineer shall not be construed as releasing the Contractor from any of its responsibilities or obligations under the Contract. Such approval shall be a condition precedent to the processing and payment of any monthly pay estimate. When required by the Special Provisions, the scheduling of the Work shall be by the Critical Path Method at the expense of the Contractor.

Article 67. Prosecution of the Work

The Contractor shall commence Work within fifteen (15) days after the date of the Notice to Proceed and shall use every practicable means to make the progress of the Work conform to the approved schedule of operations.

Should the prosecution of the Work for any reason be discontinued, the Contractor shall notify the Engineer at least twenty-four (24) hours in advance of resuming operations.

It is the purpose of the Authority to complete the Work in the shortest time possible and consistent with approved construction. To this end, Contractors will be required to use improved methods and equipment for doing the Work and various parts thereof. All equipment shall be complete and well designed, and the organization shall be efficient and effective.

If, in the opinion of the Engineer, it is necessary at any time, the Contractor shall when directed, employ such forces and equipment for one or more additional shifts as will be required to insure the proper completion of the Work. The Contractor shall provide and maintain, including power and fuel, sufficient lights for the safety of his/her construction forces and to ensure the proper construction, inspection, and prosecution of the Work, in addition to any lights necessary to protect the Work or the traveling public. (See Articles 51 and 52.) The Contractor shall not receive any compensation therefor in addition to the Contract prices.

Article 68. Delay in Commencing Work

The Authority may delay the commencement of the Work, or any part thereof, if the Authority shall deem it best for its interests to do so. The Contractor shall have no claim for damages on account of such delay, but shall be entitled to an equivalent extension of time in calendar days in which to complete the whole or any portion of the Work required under the Contract.

Article 69. Moving Buildings

Removal of buildings, when included in the scope of the Work, will be covered in the Special Provisions.

Article 70. Limitations of Operations

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The Contractor shall so limit his/her operations and carry on his/her Work in such manner and sequence as to insure the least possible interference with traffic and abutters.

The Authority reserves the right to limit the prosecution of the Work to such points and in such order as the Engineer may direct.

Article 71. Character of Workmen and Equipment

In the employment of labor, the Contractor and his/her Subcontractors shall give preference to qualified individuals who are citizens of the United States.

The Contractor shall employ only competent persons to do the Work, and whenever the Engineer shall notify the Contractor in writing that any person on the Work is, in his/her opinion, incompetent, unfaithful, disorderly, or otherwise unsatisfactory, such person shall be discharged from the Work, and shall not again be employed on it except with the consent of the Engineer.

The character, condition and quantity of equipment furnished by the Contractor shall be such as may be necessary for the proper execution of the Work within the specified Working time. All equipment so furnished shall be maintained in good condition and shall be subject to the approval of the Engineer prior to and during its use in connection with the Work.

The Contractor shall submit each week to the Engineer, on a form approved by the Engineer, a listing of all equipment (other than small tools) used in or charged to the Work during the previous week, including equipment rented by the Contractor from others, which listing shall include the following information as to each piece of equipment:

(1) Identification thereof by the number assigned and by the firm name appearing on the equipment;

(2) Designation of the equipment's capacity and weight (and, when deemed applicable by the Engineer, such other information, e.g. size, number of wheels, etc., as may be helpful in defining the equipment's reasonable rental rate);

(3) Hours used on the Contract, and hours idle;

(4) Hours down for repairs or for maintenance;

(5) Whether it was rented from others or is owned by the Contractor or a Subcontractor, and, if rented, from whom.

Article 72. Preservation of Natural Surroundings

The Contractor shall take special precautions at all times to preserve natural surroundings either within or adjacent to the location from damage or injury due to his operations. If the Contractor causes any damage, he/she shall take immediate and appropriate remedial action at his/her own expense and as agreed to by the Engineer and Chief of Environmental Management.

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Article 73. Temporary Suspension of Work

The Engineer shall have the authority to suspend the Work wholly, or any part thereof, for such period as he shall deem necessary, because of unsuitable weather conditions, or for such other causes as are considered unfavorable for the satisfactory prosecution of the Work, or for such time as s/he may deem necessary due to the failure of the Contractor to carry out orders given or to perform any provisions of the Contract. Upon receipt of written order from the Engineer, the Contractor shall immediately suspend the Work or such part thereof in accordance with the order. No Work shall be suspended without the written permission of the Engineer. The Work shall be resumed when conditions so warrant or deficiencies have been corrected and the conditions of the Contract satisfied as ordered or approved in writing by the Engineer. No allowance of any kind will be made for suspension of Work by order of the Engineer except as provided in Article 74.

Article 74. Extensions of Time

It is an essential part of this Contract that the Contractor shall perform fully, entirely and in an acceptable manner the Work required within the time stated in this Contract. The maximum time limit for the satisfactory completion of the Work set forth in the Special Provisions, Division II of the Contract is based upon the requirements of public convenience and upon the assumption that the Contractor will prosecute the Work efficiently and with the least possible delay in accordance with the maximum Working time per week.

The Contract period has been carefully considered and has been established for reasons of importance to the Authority. This time limit will be enforced and any prospective Bidder who is not willing to accept this Contract with the intention of complying with the time limit is cautioned not to submit a bid. No request for an extension of time that is based on any claim that the Contract period as originally established was inadequate will be considered.

A. Grounds for Extensions of Time

The time provided in the Special Provisions, Division II of this Contract for completion of the Work (or for completion of a designated part of the Work) shall be extended (subject to the provisions of this Article) only if in the opinion of the Director of Capital Programs and Environmental Affairs of the Authority, the Contractor is necessarily delayed in completing the Work (or such designated part thereof) by such time solely and directly by a cause that meets the following conditions:

(1) Such cause is beyond the Contractor's control and arises without his/her fault; and

(2) Such cause comes into existence after the opening of proposals on the Contract and neither was nor could have been anticipated by investigation before such opening.

Variations in temperature and precipitation, which are within normal limits for the particular month in question, shall be conclusively deemed to have been anticipated before the opening of proposals on this contract. Such normal limits shall be ascertained by reference to the official records of the United States Weather Bureau applicable to the particular locality for the previous three years.

Whenever the Contractor claims an extension of the time stated in this Contract for

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completion of the Work, only the necessary delay caused to completion of the Work as a whole shall be considered in measuring or evaluating the extent of the delay. If, for example, extra Work can be (or could have been) performed along with the regular Work called for by the original specifications without causing necessary delay to such regular Work, no claim for extension of the Contract completion time for the Work shall be granted. In any event, even though a cause of delay meets all of the above conditions, any extension shall be granted only to the extent that the effect of such cause cannot be (or could not have been) avoided or mitigated by the exercise of all reasonable precautions, efforts and measures (including planning, scheduling and rescheduling), whether before or after the occurrence of the cause of delay. No extension shall be granted for a cause of delay which would not have affected the performance of the Contract were it not for the fault of the Contractor or for other delay for which the Contractor is not entitled to an extension of time.

The Contractor shall have no claim for damages on account of any delay on the part of the Authority in performing or furnishing any Work and/or materials in connection with the execution of the Work covered by the Contract.

Any reference in this Article to the Contractor shall be deemed to include subcontractors and materialmen, whether or not in privity of the Contract with the Contractor, and employees and others performing any part of the Contract, and all the foregoing shall be considered agents of the Contractor.

B. Procedure for Determining Extensions of Time

The Contractor shall give written notice to the Engineer within forty-eight hours after the time that s/he knows or should know of any cause which will result (or has resulted) in delay for which s/he claims an extension of time (including those causes which the Authority is responsible for or has knowledge of). Any such written notice shall (l) state that an extension is claimed; (2) identify the cause of delay, and (3) describe as fully as practicable at the time, the nature and expected duration of the delay and its effect on the various portions of the Work.

The submission of such written notice within the time period provided above shall be a condition precedent to any extension of time. The Engineer shall have no authority to modify or waive, expressly or by implication, such condition precedent, and any action or statements by the Engineer to such effect shall not be binding upon the Authority. Since the possible necessity for an extension of time might materially alter the scheduling, plans and other actions of the Authority, and since, with sufficient opportunity, the Authority might (if it knew of the Contractor's claim) attempt to mitigate the effect of a delay for which an extension of time was to be claimed, and since merely oral notice might cause disputes as to the existence or substance thereof and notice long after the event would seriously hinder, if not prevent, the Authority's investigation of the pertinent facts, the giving of written notice within the time period stated above shall be of the essence of the Contractor's obligations and failure of the Contractor to comply with these requirements shall be a conclusive waiver of a claim for extension of time.

It shall in all cases be presumed that no extension or further extension of time is due unless the Contractor shall affirmatively demonstrate to the satisfaction of the Director of Capital Programs and Environmental Affairs of the Authority that it is. To this end the Contractor shall maintain adequate records supporting any claim for an extension of time, and in the

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absence of such records the foregoing presumption shall be deemed conclusive.

After written notice has been given by the Contractor as provided above, the Engineer may, at such time as s/he deems appropriate, require the Contractor to submit to the Engineer and to the Director of Capital Programs and Environmental Affairs of the Authority, on or before a date specified in writing whatever records, data and explanation support, in the Contractor's view, his claim for extension of time. Within a reasonable time (to be determined by the Director of Capital Programs and Environmental Affairs of the Authority) after the date on which the Contractor submitted or should have submitted such records, data and explanation, the Director of Capital Programs and Environmental Affairs of the Authority shall in the exercise of his/her independent judgment render a decision in writing with respect to the Contractor's claim for extension of time. The decision shall include a statement as to the number of days, if any, by which the time stated in the Contract for completion of the Work (or for completion of a designated portion of the Work) is extended.

The decision of the Director of Capital Programs and Environmental Affairs of the Authority shall be final and conclusive with respect to all questions relating to an extension of the time stated in the Contract for completion of the Work (or a designated portion thereof), including, in particular, (1) whether a claim by the Contractor for an extension of time should be granted, and (2) if so, the appropriate size of any such extension. The Director of Capital Programs and Environmental Affairs of the Authority may in his/her discretion, but need not, defer any such decision until after completion of the Work, but any such decision shall be made before payment of the final estimate by the Authority.

Article 75. Failure to Complete Work on Time

The Contractor shall complete the performance of the Work in accordance with the terms of the Contract on or before the time stated for completion of the Work in the Special Provisions, Division II, of this Contract. In the event the Contract contains a provision stating a time by which any designated portion of the Work is to be completed, the Contractor shall complete the performance of such portion of the Work in accordance with the terms of the Contract on or before such time.

The Contractor's above obligation to complete the Work (and any such portion thereof) within the applicable time periods is of the essence of this Contract. The Contractor guarantees that s/he can and will complete such performance (including extra Work and Alterations in the Work) within the time so provided, subject, however, but only subject to the provisions of Article 74 hereof, entitled "Extensions Of Time." Delays in completion of the Work will cause delay in use by the Authority of the project being constructed and will cause various losses to the Authority including lost earnings and increased administrative and engineering costs.

Therefore, since time is of the essence and since, moreover, the amount of damage and loss to the Authority which will result from the Contractor's failure to complete performance within the time specified in the Special Provisions hereof (as extended by any authorized extension of time granted in accordance with the provisions of Article 74), the Contractor shall pay to the Authority the sum specified in the Special Provisions for each and every calendar day that s/he is in default in completing the Work. Such moneys shall be paid as liquidated damages, not as a penalty, to partially cover losses and expenses to the Authority.

Similarly, if the Special Provisions or Specifications of the Contract state that a designated portion of the Work shall be completed by a specified date, and if such portion has not been completed by such date (as extended by any authorized extension of time granted in accordance with the provisions

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of Article 74), the Contractor shall pay to the Authority the sum specified in the Special Provisions for each and every calendar day that s/he is in default in completing such portion of the Work. Such moneys shall also be paid as liquidated damages, not as a penalty, to partially cover losses and expenses to the Authority.

The Authority shall recover such liquidated damages by deducting the amounts thereof out of any moneys due or that might become due the Contractor, and if such moneys be insufficient to cover the liquidated damages, then the Contractor or the Surety shall pay the amount due.

Permitting the Contractor to continue and finish the Work or any portion of it after the time fixed in the Special Provisions for its completion (as extended by any authorized extension of time granted in accordance with the provisions of Article 74) shall in nowise operate as a waiver on the part of the Authority of any of its rights under the Contract.

Article 76. Termination or Cancellation of Contract

If the Contractor shall be adjudged a bankrupt, or if s/he shall make a general assignment for the benefit of his creditors, or if a receiver of his property shall be appointed, or if the Work to be done under the Contract shall be abandoned, or if the Contract or any part thereof shall be sublet without the previous written consent of the Authority, or if the Contract or any claim thereunder shall be assigned by the Contractor otherwise than as herein specified, or if at any time the Engineer shall be of the opinion, and shall so certify in writing to the Authority, that the Work, or any part thereof, is unnecessarily or unreasonably delayed, or that the Contractor has violated any of the provisions of the Contract, the Authority may terminate the Contract and hold the Contractor and his sureties liable in damages as for breach of Contract by an abandonment thereof by him or the Authority may notify the Contractor to discontinue all Work, or any part thereof; and thereupon the Contractor shall discontinue such Work or such part thereof as the Authority may designate, and the Authority may thereupon, by contract or otherwise, as it may determine, complete the Work, or such part thereof, and charge the entire expense of so completing the Work or part thereof to the Contractor; and for such completion the Authority for itself or its agents may take possession of and use or cause to be used in the completion of the Work or part thereof any of such materials, machinery, implements and tools of every description as may be found upon the said Work. The Authority may, as its option, require the surety or sureties to complete the Contract. The Authority shall not be liable for any depreciation, loss or damage to said materials, machinery, implements or tools during said use, nor until removed by the Contractor after completion of the Work. Unless so removed within fifteen (15) days after mailing of notice so to do, they may be sold at public auction, after publication of notice thereof at least twice in any newspaper published in the county where the Work is being performed, and the proceeds credited to the Contractor's account; or they may, at the option of the Authority, be stored at the Contractor's expense subject to a lien for the storage charges.

If at any time the Engineer shall certify that the rate of progress of the Work (or any designated part thereof) is not satisfactory, s/he may, upon the written request of the Authority, notify the Contractor in writing to increase the labor, equipment and materials, or any of them, employed on the Work (or such designated part), stating the minimum amount of increase required. Within five (5) calendar days after the date of such notice, the Contractor shall comply with the directions in such notice, and shall continue to comply therewith, making such arrangements as will result in full and efficient use of the labor, equipment and materials, as increased, until the completion of the Work (or such designated part thereof) or until the Engineer, upon the Contractor's request in writing, certifies that the condition is as to rate of progress no longer require such increase. The Contractor shall not be entitled to additional compensation by reason of compliance with any such notice to increase given

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by the Engineer.

If (as determined by the Engineer) the Contractor fails to comply with the Engineer's above notice to increase labor, equipment and materials, or fails to continue to comply therewith,

(a) The Authority may so change the next and succeeding monthly pay estimates submitted by the Contractor as to eliminate payment for those items of Work as to which the Contractor has failed to comply with the Engineer's notice to increase, so that payment for such items will be deferred until payment of that monthly estimate occurring next after the time that the Contractor has, in the opinion of the Engineer, complied with such notice to increase, or, in the alternative,

(b) The Authority may employ and direct such additional laborers and equipment, and furnish and use such additional materials, as may in the opinion of the Engineer be necessary to achieve a satisfactory rate of progress or to insure completion of the Work (or such designated part thereof) within the time specified in the Contract, or at the earliest possible date thereafter. The expense of the foregoing may be charged to the Contractor by the Authority.

All expenses charged under this Article shall be deducted and paid by the Authority out of any moneys then due or to become due the Contractor, under the Contract, or any part thereof; and in such accounting the Authority shall not be held to obtain the lowest figures for the Work of completing the Contract or any part thereof, or for insuring its proper completion, but all sums actually paid therefor shall be charged to the Contractor. In case the expenses so charged are less than the sum which would have been payable under the Contract if the same had been completed by the Contractor, the Contractor shall be entitled to receive the difference; and in case such expenses shall exceed the said sum, the Contractor shall pay the amount of the excess to the Authority upon completion of the Work, without further demand being made therefor.

The giving of any such notice to increase shall not prevent the Authority from giving the Contractor a subsequent notice to discontinue Work under the provisions of the preceding portion of this Article.

Notwithstanding the foregoing, upon seven (7) days’ written notice to the Contractor and the surety, the Authority may, without cause and without prejudice to any other right or remedy, elect to terminate this Contract in whole or in part. Upon receipt of such notice, the Contractor shall immediately proceed in accordance with any specific provisions or instructions, protect and maintain the Work, and make reasonable and diligent efforts to mitigate costs associated with the termination.

In any such termination for the convenience of the Authority, the Contractor shall be paid for Work completed in accordance with the Contract Documents prior to receipt of the notice of termination, and for reasonable termination settlement costs related to commitments which had become firm prior to the termination; provided, however, that the payment to the Contractor will exclude any and all anticipated profit on uncompleted Work.

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CHAPTER IX

MEASUREMENT AND PAYMENT

Article 77. Measurement of Quantities

The quantities of the various items of Work performed shall be determined by the Engineer.

Upon the completion of the Work and before final payment is made the Engineer will make final measurement to determine the quantities of the Work performed, as the basis for final settlement. All measurements shall be made according to the United States standard units of measurement.

Where Work done under modification to the Contractor is to be paid for by units of length, area, or volume, only the net amount of Work actually done, as it shall appear in the finished Work, and measured as hereinafter specified, shall be paid for, local customs to the contrary notwithstanding. For the estimating of quantities in which the computation of area by geometric methods would be comparatively laborious, it is stipulated and agreed that the planimeter shall be considered an instrument of precision adapted to the measurement of such areas.

All materials, which are specified for measurement by weight, shall be weighed on standard scales furnished by and at the expense of the Contractor. Such scales shall be sealed at the expense of the Contractor as often as is necessary to insure their accuracy. A sworn weigher as provided under Section 85, Chapter 41 of the General Laws of the Commonwealth of Massachusetts shall weigh all materials required to be weighed as above provided. If materials are shipped by rail or truck, the car weights or quarry weights may be accepted, but scales shall be used as above, if so directed.

Article 78. Scope of Payments

The Authority will pay and the Contractor shall receive and accept the compensation as herein provided in full payment for furnishing all materials, labor, tools, and equipment and for performing all Work contemplated and embraced under the Contract, also for all loss or damage arising out of the nature of the Work, or from the action of the elements, or from any unforeseen difficulties or obstructions which may arise or be encountered during the prosecution of the Work until its final approval by the Authority, and for all risks of every description connected with the prosecution of the Work, also for all expenses incurred by or in consequence of the suspension or discontinuance of the said prosecution of the Work as herein specified, and for any infringement of patent, trade-mark or copyright, and for completing the Work in an acceptable manner according to the Plans and Specifications.

The payment of any current estimate, or of any retained percentage, shall in no way constitute an acknowledgment of the acceptance of the Work or in no way or degree prejudice or affect the obligation of the Contractor, at his own cost and expense, to repair, correct, renew, or replace any defects and imperfections in the construction of, or in the strength of, or quality of materials used in or about the construction of the Work under Contract and its appurtenances, as well as all damages due or attributable to such defects, which defects, imperfections or damages shall have been discovered on or before the final inspection and acceptance of the Work. The Engineer shall be the sole judge of such defects, imperfections, or damages and the Contractor shall be liable to the Authority for failure to correct the same as provided herein.

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Article 79. Payment for Increased or Decreased Quantities

An increase or decrease in quantities of Work to be performed (as set forth in Articles 3 and 22) will be paid for or credited at the Contract unit prices for the actual Work done, in the same manner as if such Work had been included or not included in the original estimated quantities. No allowance will be made for anticipated profits or underruns in quantities.

A. The following paragraph shall apply if this contract is subject to section 44A of Chapter 149, G.L., and the Authority may adopt reasonable rules or regulations in conformity with that paragraph concerning the filing, investigation and settlement of such claims:

If, during the progress of the Work, the contractor or the awarding authority 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 contracting authority may request an equitable adjustment in the contract price of the contract 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 a contractor, or upon its own initiative, the contracting authority shall make an investigation of such physical conditions, and, if they differ substantially or materially from those shown on the plans or indicated in the contract documents or from those ordinarily encountered and generally recognized as inherent in Work or a change in the construction methods required for the performance of the Work which results in an increase or a 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. (Ch. 774, Acts of 1972).

B. If it is mutually agreed that the actual subsurface or latent physical conditions encountered at the site differ substantially or materially from those shown on the Plans or indicated on the Contract Documents, an adjustment shall be made in accordance with Article 79 at the Contract unit prices.

In the absence of unit prices, the Authority and the Contractor may agree upon an amount of payment to the Contractor or a credit to the Authority, whichever the case may be.

In the absence of unit prices and an agreed sum, the Contractor shall be paid on a cost-plus basis or force account basis as outlined in Article 80 of Division I.

C. In the absence of unit prices and an agreed sum, the Contractor shall credit the Authority an amount equal to the following:

(1) The actual cost of all materials that would have been entered permanently into the Work with an additional allowance equal to the actual paid by him/her for Bond.

(2) For such foremen and laborers as are necessary in the performance thereof s/he shall accept the prices which shall have been previously agreed to in writing by the Contractor and the Authority (or in the absence of any such agreement, the prices determined to be equitable by the Engineer, having in mind the wages actually paid to and received by such foremen and laborers), plus fifteen (15) percent of such cost of foremen and laborers, with an additional allowance for the certified labor burden equal to the actual amount, subject to Authority’s Internal Auditor review, paid by him/her for Bond, Public Liability

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Insurance as specified in Article 46, Workmen's Compensation Insurance, Federal Social Security, and Massachusetts Unemployment Compensation (all together, “labor burden”). The allowance for the labor burden shall not exceed forty (40) percent, unless the Authority’s Internal Auditor determines that a higher percentage is applicable based upon receipt and review of certified audits provided by Contractor.

(3) A rental allowance for such machinery, trucks and equipment as would have been necessary in the performance of the Work affected, including their operators and attendant personnel, the amount of such allowance to be determined by the Engineer in the absence of a previous agreement in writing as to the rental cost. There should be added to this credit, the actual amount paid by the Contractor for Bond, Public Liability Insurance as specified in Article 46, Workmen's Compensation Insurance, Federal Social Security and Massachusetts Unemployment Compensation.

Credits to the Authority with respect to any portion of the subcontractor's Work or sub- subcontractors' Work which is no longer to be performed or the cost of which is diminished as a result of an Alteration in the Work, shall be determined in the same manner as described above, and shall include the seven and one-half (7½%) percent additional allowance to the subcontractor and/or sub-subcontractor provided for under Article 80C, subparagraphs (5) and (6).

Credits to the Authority under Articles 3, 22, 79 and 81 of the specifications shall be determined in the manner stated in C(1), (2) and (3) of this paragraph.

Article 80. Payment for Extra Work

A. If the Contractor and the Authority agree in writing as to the price to be paid the Contractor for certain extra Work, payment shall be made by the Authority in accordance with the provisions of said agreement. However, in the absence of any such agreement, the Contractor shall perform the extra Work and shall be paid as outlined in paragraph B or paragraph C below, as determined by the Authority. The Authority may arrange to have said extra Work performed by other contractors.

B Work performed will be paid for based on expended labor, equipment, and materials plus a negotiated and agreed upon allowance for overhead and profit, neither of which are to exceed the amounts specified in paragraph C below.

C Within ten (10) days of the Authority execution of any Contractor agreement, and prior to the commencement of any Extra Work, the Contractor shall submit to the Engineer the labor rates and percentages of all assessments against wages paid by the Contractor and/or Subcontractor(s), including federal Social Security and state unemployment compensation assessments, insurance, health and welfare payments and other assessments which the Contractor and/or Subcontractor(s) actually pays as an employer pursuant to contractual obligation upon the basis of such wages. These rates must be submitted via the PMIS to the Authority using the Authorities Labor Rate Guidelines incorporated herein by reference and found on the Authorities external portal. The rates must be approved by the Authority prior to commencement of Extra Work. The determination of the Engineer shall be final and binding upon all questions as to the amount or value of Extra Work.

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D. Work performed will be paid for in an amount equal to the following:

(1) The actual cost of all materials furnished by him/her as determined by the Engineer, plus twelve-and-one-half (12½%) percent of that cost with an additional allowance equal to the actual amount paid by him/her for Bond, where such material is not covered by a unit price in the Contract.

(2) For necessary labor in the performance thereof s/he shall accept the prices which shall have been previously agreed to in writing by the Contractor and the Authority plus up to fifteen (15) percent of the Prevailing Wage Rate. The allowance for labor burden (Taxes and Insurances as agreed upon in Article 74, Paragraph B and as specified in Article 37, Benefits and the 15% markup) shall not exceed forty (40) percent of the Prevailing Wage Rate unless the Authority’s Internal Auditor determines that a higher percentage is applicable based upon receipt and review of certified audits provided by Contractor.

(3) For such machinery, trucks and equipment as are necessary in the performance thereof, including their operators and attendant personnel, a rental allowance with no added percentages which the Engineer shall determine, in writing, to be reasonable, provided, however, that if the Contractor and the Authority shall have previously agreed in writing upon a rental allowance prior to the time any such work is performed, such agreed rental allowance shall be used. No additional allowance shall be made for so-called accessories, including but not limited to buckets, blades, power units and the like, or for fuel and maintenance costs. Daily rates will be used on a broken-time basis for the actual hours worked (with no down-time paid for), unless in the opinion of the Engineer such work is of such length as to require use of the machinery, trucks or equipment on a weekly or monthly basis, in which case weekly or monthly rates shall be used. The Authority shall not, in any event, pay more than the current rates listed in the Rental Blue Book for Construction Equipment, published by Primedia Business Directories and Books Group. An additional allowance shall be paid equal to the actual amount paid by the Contractor for Bond.

(4) No allowance shall be made for general superintendence and the use of small tools, incidental items, consumables and manual equipment.

(5) On all extra Work performed by a Subcontractor, the General Contractor shall receive an additional allowance of seven and one-half (7½%) percent on only items (1) and (2) above. On such Work, the percentages on material costs and labor costs and the allowances for each (all as stated in (1) and (2) above) will be allowed only to the Subcontractor.

In addition to the daily summaries and memoranda required by Articles 22 and 23, the Contractor shall furnish such additional information as to the cost of such Work as the Engineer may request. The Contractor shall also, upon request by the Engineer, give the Engineer access to and copies of accounts, bills and vouchers relating to such Work (all of which shall be kept in a manner satisfactory to the Engineer), and if the Contractor shall not do so, s/he shall not be entitled to payment for any items of such Work concerning which the Engineer's request has not been granted.

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Article 81. Omitted Items

The Engineer may order omitted from the Work any items or portions of the Work found unnecessary to the improvement and such omission shall not operate as a waiver of any condition of the Contract nor invalidate any of the provisions thereof, nor shall the Contractor have any claim for anticipated profit.

An item or portion of the Work, which is no longer required as a result of an Alteration in the Work pursuant to Article 22, shall be considered one type of item or portion of the Work that is "unnecessary to the improvement."

Article 82. Partial Payment

The Contractor shall, once in each month, prepare and submit to the Engineer an estimate in writing of the total amount of the Work done to the time of such estimate, and the value thereof. The Authority shall retain five (5) percent of such estimated value as part security for the fulfillment of this Contract by the Contractor, and shall pay monthly to the Contractor while carrying on the Work the balance not retained as aforesaid, after deducting therefrom all previous payments and all sums to be kept or retained under the provisions of this Contract.

Within fifteen (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 amount due for the preceding month, the awarding Authority 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 (l) 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 thirty-nine F, and less (3) a retention not exceeding five percent of the approved amount of the periodic payment. After the receipt of a periodic estimate requesting final payment and within sixty-five 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 awarding Authority, less than one percent of the original contract price, or (b) the Contractor substantially completes the Work and the awarding Authority takes possession for occupancy, whichever occurs first, the awarding Authority 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 and less (2) a retention for direct payments to Subcontractors based on demands for same in accordance with the provisions of section thirty-nine 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 thirty-nine F. If the awarding Authority fails to make payment as herein provided, there shall be added to each such payment daily interest at the rate of five percent per annum 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 from the Contractor, at the place designated by the awarding Authority 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.

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The Authority may make changes in any periodic estimate submitted by the Contractor and the payment due on said periodic estimate shall be computed in accordance with the changes so made, but such changes or any requirement for a corrected periodic estimate shall not affect the due date for the periodic payment or the date for the commencement of interest charges on the amount of the periodic payment computed in accordance with the changes made, as provided herein; provided, that the Authority may, within seven days after receipt, return to the Contractor for correction any periodic estimate which is not in the required form or which contains computations not arithmetically correct and, in that event, the date of receipt of such periodic estimate shall be the date of receipt of the corrected periodic estimate in proper form and with arithmetically correct computation. The date of receipt of a periodic estimate received on a Saturday shall be the first Working day thereafter.

A periodic estimate submitted by the Contractor shall be in the required form, if:

(l) It contains a summary or face sheet, of a type approved by the Engineer, showing as to each item of Work, the item number, the name of the item, the unit used for pay purposes (e.g., linear foot, lump sum, cubic yard, etc.), the unit price, the original proposal quantity, the quantity by which the original proposal quantity has been increased or decreased, the percentage of such increase or decrease, the adjusted proposal quantity, the percentage of completion at the time of the estimate, the total quantity at such time, and the amount earned to date, plus the total of all such amounts earned to date, the amount retained, the total amount due, the total of previous payments, and the amount due on such estimate; such summary or face sheet shall also contain the Contractor's signed certificate under the penalties of perjury that payments have been made by him/her to all Subcontractors in compliance with the provisions of Section 39F of Chapter 30 of the General Laws of Massachusetts and that such estimate is correct for Work done and materials furnished for the period as shown and that payment therefor has not been received; and

(2) It contains or has attached thereto a written analysis or explanation, in form and content satisfactory to the Engineer, showing, as to each item of Work, how the amount earned was computed by the Contractor, including separate breakdowns of the labor, equipment and materials involved; and

(3) It contains or has attached thereto a written statement showing the amount of money paid by the Contractor to each Subcontractor during the period covered by the estimate; and

(4) It has attached thereto (a) copies or photocopies of all bills or invoices rendered to the Contractor or its Subcontractors during the estimate period with respect to materials for which payment is sought, and of delivery receipts in connection therewith, and (b) copies or photocopies of all bills or invoices rendered to the contractor by Subcontractors during said estimate period.

(5) It contains a certification from the Contractor stating the Contractor and all subcontractors are abiding with the contractual prevailing wage rates provisions.

The Engineer shall determine whether any periodic estimate is in proper form, and such determination shall be final and conclusive.

The Authority may, if it deems it expedient so to do, cause estimates to be made more frequently than once in each month, and it may cause payments to be made more frequently to the Contractor. The Authority may, at its option retain temporarily or permanently a smaller amount than as aforesaid, and may cause the Contractor to be paid temporarily or permanently, from time to time,

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such portion of the reserve as it deems prudent.

All materials and Work covered by partial payments made shall become the sole property of the Authority, but this provision shall not be construed as relieving the Contractor from the sole responsibility for the care and protection of materials and Work for which payments have been made or the restoration of any damaged Work, or as a waiver of the right of the Authority to require the fulfillment of all terms of the Contract.

If the Engineer certifies to the Authority in writing that certain items of Work are not being performed or have not been performed in accordance with the provisions of this Contract, no such partial payment shall be required to be made with respect to such items.

A. Payments To Subcontractors

This Contract, if awarded pursuant to sections 44A to H, inclusive, G.L. Chapter 149, is subject to the following paragraphs (a) through (i) and in each case those subparagraphs shall be binding between the general contractor and each subcontractor. For purposes of this Article 82, section A, “subcontractor” 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 awarding authority in writing as a person performing labor or both performing labor and furnishing materials pursuant to a contract with the general contractor.

(a) Forthwith after the general contractor receives payment on account of a periodic estimate, the general contractor shall pay to each subcontractor the amount paid for the labor performance and the materials furnished by that subcontractor, less any amount specified in any court proceedings barring such payment and also less any amount claimed due from the subcontractor by the general contractor.

(b) Not later than the sixty-fifth day after each subcontractor substantially completes his/her Work in accordance with the plans and specifications, the entire balance due under the subcontract less amounts retained by the awarding authority as the estimated cost of completing the incomplete and unsatisfactory items of Work, shall be due the subcontractor; and the awarding authority shall pay that amount to the general contractor. The general contractor shall forthwith pay to the subcontractor the full amount received from the awarding authority less any amount specified in any court proceedings barring such payment and also less any amount claimed due from the subcontractor by the general contractor.

(c) Each payment made by the awarding authority to the general contractor pursuant to paragraphs (a) and (b) of this paragraph for the labor performed and the materials furnished by a subcontractor shall be made to the general contractor for the account of that subcontractor; and the awarding authority shall take reasonable steps to compel the general contractor to make each such payment to each such subcontractor. If the awarding authority has received a demand for direct payment from a subcontractor for any amount which has already been included in a payment to the general contractor or which is to be included in a payment to the general contractor for payment to the subcontractor as provided in subparagraphs (a) and (b), the awarding authority shall act upon the demand as provided in this section.

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(d) If, within seventy days after the subcontractor has substantially completed the subcontract Work, the subcontractor has not received from the general contractor the balance due under the subcontract including any amount due for extra labor and materials furnished to the general contractor, less any amount retained by the awarding authority as the estimated cost of completing the incomplete and unsatisfactory items of Work, the subcontractor may demand direct payment of that balance from the awarding authority. The demand shall be by a sworn statement delivered to or sent by certified mail to the authority, and a copy shall be delivered to or sent by certified mail to the awarding authority, and a copy shall be delivered to or sent by certified mail to the general contractor at the same time.

The demand shall contain a detailed breakdown of the balance due under the subcontract and also a statement of the status of completion of the subcontract Work. Any demand made after substantial completion of the subcontract Work shall 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 the demand to the awarding authority and delivered or so mailed a copy to the general contractor, the general contractor may reply to the demand. The reply shall be by sworn statement delivered to or sent by certified mail to the awarding authority 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 general contractor and of the amount due for each claim made by the general contractor against the subcontractor.

(e) Within fifteen days after receipt of the demand by the awarding authority, but in no event prior to the seventieth day after substantial completion of the subcontract Work, the awarding authority 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 general contractor, less any amount (i) retained by the awarding authority 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 general contractor in the sworn reply; provided, that the awarding authority 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 awarding authority shall make further direct payments to the subcontractor forthwith after the removal of the basis for deduction from direct payments made as provided in parts (i) and (ii) of this subparagraph.

(f) The awarding authority 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 general contractor and the subcontractor in a bank in Massachusetts selected by the awarding authority or agreed upon by the general contractor and the subcontractor and shall notify the general contractor and the subcontractor of the date of the deposit and the bank receiving the deposit. The bank shall pay the amount in the account, including accrued interest, as provided in an agreement between the general contractor and the subcontractor or as determined by decree of a court of competent jurisdiction.

(g) 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 general

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contractor and in the order of receipt of such demands from subcontractors. All direct payments shall discharge the obligation of the awarding authority to the general contractor to the extent of such payment.

(h) The awarding authority shall deduct from payments to a general 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 payments received from subcontractors. All such amounts shall be earmarked for such direct payments, and the subcontractors shall have a right in such deductions prior to any claims against such amounts by creditors of the general contractor.

(i) If the subcontractor does not receive payment as provided in subparagraph (a) or if the general contractor does not submit periodic estimate for the value of the labor or 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 general contractor may file a sworn reply as provided in that same paragraph. 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 general contractor. Thereafter the awarding authority shall proceed as provided in subparagraphs (e), (f), (g), and (h). (Ch. 774, Acts of 1972).

Article 83. Acceptance And Final Payment

The Engineer shall within sixty-five (65) days after the satisfactory completion of the Contract, prepare a final estimate of the amount of Work done thereunder. After preparation, such final estimate shall be submitted to the Authority and a duplicate copy shall be transmitted by the Authority or the Engineer to the Contractor. Such final estimate shall include the value of all Work performed under the Contract and all retained percentage, after deducting therefrom the total of all previous periodic or partial payments. The Authority shall deduct and retain from payment of such final estimate a sum sufficient to satisfy any and all outstanding claims or liens that have been duly filed against the Contractor or a Subcontractor under the provisions of section 39 or 39A of Chapter 30 of the General Laws of Massachusetts or section 29 of Chapter 149 of said General Laws, and may also deduct and retain from such payment any other amounts to be deducted or retained in accordance with the terms of this Contract.

If, after final inspection has been made, there are any payment or extra Work items that are in dispute between the Contractor and the Authority, either as to the quantity or value of Work performed thereunder, such items or claims may be excluded from the final estimate, and payment for such disputed items may be deferred until such time as agreement has been reached between the Contractor and the Authority or until such claim has been adjudicated. In such cases, a semi-final estimate shall be prepared within said period of sixty-five days after completion covering the value of all Work performed and all retained percentage on all items of the contract that are not in dispute but subject to the same deductions and retainage as set forth above and with all disputed items or claims excluded. The existence of a dispute between the Contractor and the Authority as to any payment item or items shall not be considered a valid reason for delaying preparation of a semi-final estimate as provided herein.

In the event the Work has been substantially completed and the project has been opened to public

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use by order of the Authority, but final acceptance of the Work is subject to delay because of minor uncompleted items which do not impair the usefulness of the project, a semi-final estimate shall also be prepared within a like period of sixty five days after the Contract has been substantially completed and placed in public use. Such semi-final estimate shall include an estimate of the value of all Work performed in accordance with the terms of the Contract, including the amount of retained percentage withheld by the Authority from previous periodic payments, but excluding (a) the same deductions and retainage as in the case of final estimates, as provided by the first paragraph of this section, (b) an estimate of the value of the Work remaining to be performed and (c) any items or claims for extra Work, or parts thereof, that may be in dispute, and payment for such excluded items or portions thereof may be deferred until such remaining Work has been satisfactorily completed, or in the case of disputed items or claims until such time as agreement has been reached thereon or such claim has been adjudicated. An agreement form for the Contractor's acceptance shall also be transmitted to the Contractor together with the Contractor's copy of the final estimate. The Authority shall notify the Contractor's surety by copies thereof. After such acceptance has been signed and filed by the Contractor with the Authority, payment will be made of the entire sum due thereunder. All prior partial estimates and payments shall be subject to correction on the final estimate and payment. The Contractor shall, as a condition precedent to the issuance of final payment, furnish evidence satisfactory to the Authority that all payrolls, material bills, and other indebtedness connected with the Work have been paid.

If at any time during the period of one (1) year or as indicated otherwise in these specifications, from the date of the final acceptance of the Work under this Contract, any part of such Work which, in the opinion of the Engineer, requires replacing or repairing, or damage to other property of the Authority caused by any defect in the Work, the Engineer may notify the Contractor in person or by mail to make the required repairs or replacement and repair such damage. If the Contractor neglects to start such repairs or replacements to the satisfaction of the Engineer within ten (10) days from the date of giving or mailing such notice, then the Engineer may employ other persons to make such repairs and replacements and the Contractor agrees, upon demand, to pay to the Authority all amounts which it expends for such repair or replacement.

Article 84. Non-Discrimination and Affirmative Action.

General Explanation

Article 84A contains Massachusetts Port Authority contractor and subcontractor equal employment opportunity and minority Workforce provisions.

Article 84B contains Massachusetts Port Authority minority business enterprise and women business enterprise equal opportunity provisions.

Article 84C, D and E are Federal Requirements and are hereby made a part of these General Conditions regardless of whether the Contract is federally funded or not.

Bidders' attention is also directed to Division II of these specifications where a special provision may be included supplementing Article 84B. If such a provision requires submission of special forms, they have been included in the Bid Proposal Form and identified accordingly.

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84A. Equal Employment Opportunity Requirements

Each Contractor or Subcontractor shall implement to the fullest extent Equal Opportunity and Affirmative Action policies to insure the elimination of past and present effects of discrimination in order to promote equal employment opportunity and full utilization of minority and female manpower. For purposes of Article 84A, "Minority" refers to a person with permanent residence in the United States who is Alaskan Native, Asian (including the subcontinent of India), Black, Cape Verdean, North American Indian, Pacific Island or Western Hemisphere Hispanic, as further defined hereinafter. "Female" refers to women regardless of race or ethnicity. "Commission" refers to the Massachusetts Commission Against Discrimination.

During the performance of this Contract, each Contractor and Subcontractor (hereinafter "Contractor"), for itself, its assignees, and successors in interest, agree as follows:

l. Non-Discrimination:

In connection with the performance of Work under this Contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religious creed, national origin, age or sex. The aforesaid provision shall include, but not be limited to employment upgrading, demotion, or transfer; recruitment advertising; layoff; termination; rates of pay or other forms of compensation; conditions or privileges of employment; and selection for apprenticeship. The Contractor shall post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the Commission setting forth the provisions of the Fair Employment Practices Law of the Commonwealth (M.G.L. Chapter 151B).

2. Affirmative Action for Equal Opportunity:

In connection with the performance of Work under this Contract, the Contractor shall undertake in good faith affirmative action measures to eliminate any discriminatory barriers in the terms and conditions of employment on the grounds of race, color, religious creed, national origin, age or sex, and to eliminate and remedy any effects of such discrimination in the past. Such affirmative action shall entail positive and aggressive measures to ensure equal opportunity in the areas of hiring, upgrading, demotion or transfer, recruitment, layoff or termination, rate of compensation, and in-service or apprenticeship training programs. This affirmative action shall include all action required to guarantee equal employment opportunity for all persons, regardless of race, color, religious creed, national origin, age or sex. A purpose of this provision is to ensure to the fullest extent possible an adequate supply of skilled tradesmen for this and future Authority public construction projects. In furtherance of the foregoing obligations of affirmative action, the Contractor shall:

(a) notify community organizations that the Contractor has employment opportunities available and shall maintain records of the organization's responses.

(b) maintain a file of the names and addresses of each minority and female Worker referred to him/her and what action was taken with respect to each such referred Worker, and if the Worker was not employed, the reasons therefore. If such Worker was not employed by the Contractor, the Contractor's file should document this and the reasons given.

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(c) notify the Authority when the union or unions with whom the Contractor has a collective bargaining agreement has not referred to the Contractor a minority and female Worker or that the union referral process has impeded his/her efforts to meet its minority employment goal.

(d) participate in training, wherever possible.

(e) make known to all the company's employees its EEO policy through employee and union representative meetings, staff meetings, company policy manuals and review of the policy with minority Workers.

(f) designate and make known to the Authority's Compliance Officer the company official who will be the equal opportunity Liaison Officer.

(g) continually monitor all personnel activities to insure that its equal employment opportunity policy is being carried out.

(h) make known its EEO policy externally by informing all recruitment sources and all subcontractors and suppliers.

(i) make specific and constant personal, oral and written, recruitment efforts directed at all minority and female organizations, schools with minority and female students, minority and female recruitment organizations and minority and female training organizations within the contractor's recruitment area. (A list of Boston area agencies and organizations will be furnished by the Compliance Office).

(j) make specific efforts to encourage present minority and female employees to recruit their friends and refer all qualified minority and female persons whenever possible.

(k) make every effort to encourage after school, and vacation employment to minority and female youths.

(l) evaluate all employees and give attention to minorities and females for promotion opportunities and encourage minority and female employees to seek such opportunities.

(m) make sure that seniority practices, job classification, and the like do not have a discriminatory effect.

3. Minority Workforce Utilization:

In addition, the Contractor shall maintain on this project not less than a 10 percent ratio of minority employee person hours to total person hours in each job category and in any event not less than the minimum such ratio required by any applicable state or federal requirement, including without limitation, (1) the minority manpower utilization goals established by the Office of Federal Contract Compliance of the United States Department of Labor in each job category including but not limited to bricklayers, carpenters, cement masons, electricians, ironWorkers, operating engineers, and those "classes of Work" enumerated in Section 44F of Chapter 149 of the Massachusetts General Laws, and (2) guidelines and requirements of the Federal Aviation Administration, if applicable.

The goals of minority manpower utilization above are expressed in terms of person-hours of employment as a proportion of the total person-hours to be Worked by the Contractor's and any subcontractor's entire Workforce in each job category during the performance of this contract. In

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reaching the goals of minority manpower utilization required of the Contractor and notwithstanding the final ratio achieved, the Contractor will comply with the following provisions:

(a). In the event that the project utilizes more than two tradesmen in any job category, the Contractor shall insure that a qualified minority tradesman is utilized in that job category as one of the first three tradesmen commencing Work on the project.

(b) In the event that the project utilizes a Workforce of more than two tradesmen in the total Workforce, the Contractor shall insure that a qualified minority tradesman is utilized on the project as one of the first three tradesman commencing Work on the project.

The purpose of the Contractor's commitment to specific goals is to meet the Contractor's Article affirmative action obligations of equal employment and is not intended and shall not be used to discriminate against any qualified applicant or employee on the basis of sex, race, color or national origin.

The policy of the Authority is ultimately to attain a 20 percent ratio of minority employee person hours in each job category. To the extent that the 10 percent ratio and the "third-man in" requirement established herein achieve a minority Workforce utilization of less than 20 percent, Contractor shall submit to the Authority a description of steps to be taken which will in future instances assist and enable the Authority to increase overall utilization to not less than 20 percent in each job category.

In the hiring of minority journeymen, apprentices, trainees and advanced trainees, the Contractor shall rely on referrals from a multi employer affirmative action program approved by the Commission, traditional referral methods utilized by the construction industry, and referrals from agencies, not more than three in number at any one time, designated by the Commission.

4. Solicitations for Sub-Contracts and for the Procurement of Materials and Equipment:

In all solicitations either by competitive bidding or negotiation made by the Contractor either for Work to be performed under a subcontract or for the procurement of materials or equipment, each potential subcontractor or supplier shall be notified in writing by the Contractor of the Contractor's obligations under this Contract relative to non-discrimination and affirmative action.

5. Administrative Provisions:

The Contractor shall prepare projected manning tables on a quarterly basis. These shall be broken down into projections, by week, of Workers required in each trade. Copies shall be furnished one week in advance of the commencement of the period covered, and also when updated, to the Commission.

Records of employment referral orders, prepared by the Contractor, shall be made available to the Commission.

The Contractor shall prepare weekly reports in a form approved by the Commission of hours Worked in each trade by each employee, identified as minority or non-minority. Copies of these shall be provided at the end of each such week to the Commission.. In addition, the following procedures shall apply:

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(a) Affirmative Action Reports After Award of Contract

The Authority requires information, which is necessary to ascertain the compliance of the contractor within the terms of the EEO special provisions. This information shall be submitted in report form as required. The Authority's unit manager will coordinate all reports by the contractor and monitor all Work performed for non-discrimination and affirmative action, reporting non-compliance to the Authority's Director of Compliance.

(b) Manning Tables

One week before Work starts and quarterly thereafter a project manning table shall be generated to show the trades and craftsmen to be used on the project by weekly projections. Each subcontractor will also be required to complete a manning table for the portion of the Work assigned. The tables should be revised periodically to reflect changes in Work schedule. The tables will then be forwarded to the Authority's Compliance Office where the Officer will maintain a log of such tables and compare the proposed staffing with the weekly manpower report submitted.

(c) Weekly Manpower Reports

The Contractor shall prepare a signed weekly manpower report.. Separate reports are to be obtained by the Contractor for each of the subcontractors. As with the manning tables, it is more important to show each individual trade designated, e.g., laborer, plumber, mechanic, etc.

(d) Report Log

The Authority's Director of Compliance will maintain by project a log of all reports. Each time there is a change in the manning table it will be documented by date.

(e) Compliance Report

From the information obtained from the Report Log and the weekly reports a compliance report will be filed monthly to MCAD.

(f) Non-Compliance Report

The projects found in non-compliance will be reported out on a separate form. A copy will be sent to MCAD and also to the contractor indicating that non-compliance has been reported. Further action necessary would then be conducted under the EEO/Affirmative Action Program. Whenever, in any case, the Authority's Compliance Office believes the prime contractor or any subcontractor may not be in compliance, the Director of Compliance will confer with the unit manager and the contractor to determine the reason for non-compliance. If the non-compliance can be resolved equitably no report will be filed.

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(g) DBE Expenditure Report

On a monthly basis, the Contractor shall submit on a form prescribed by the Authority's Compliance Office, a report of payments made to each Disadvantaged Business Enterprise participating on the project during that calendar quarter.

In the employment of journeymen, apprentices, trainees and advanced trainees, the Contractor shall give preference, first, to citizens of the Commonwealth who have served in the armed forces of the United States in time of war and have been honorably discharged therefrom or released from active duty therein, and who are qualified to perform the Work to which the employment relates.

A designee of the Commission shall each have right of access to the construction site.

The Contractor will provide all information and reports required by the administering agency or the Commission on instructions issued by either of them and will permit access to its facilities and any books, records, accounts and other sources of information, which may be determined by the Commission to affect the employment of personnel. This provision shall apply only to information pertinent to the Commonwealth's supplementary affirmative action contract requirements. Where information required is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the administering agency or the Commission as appropriate and shall set forth what efforts s/he has made to obtain the information.

Whenever the administering agency or Commission believes the General Contractor or any Subcontractor may not be operating in compliance with the terms of this Section, the Commission directly, or through its designated agent, shall conduct an appropriate investigation, and may confer with the parties, to determine if such Contractor is operating in compliance with the terms of this Section. If the Commission or its agent finds the General Contractor or any subcontractor not in compliance, it shall make a preliminary report on non-compliance, and notify such Contractor in writing of such steps as will in the judgment of the Commission or its agent bring such Contractor into compliance. In the event that such Contractor fails or refuses to fully perform such steps, the Commission shall make a final report of non-compliance, and recommend to the administering agency the imposition of one or more of the sanctions listed below. If, however, the Commission believes the General Contractor or any Subcontractor has taken or is taking every possible measure to achieve compliance, it shall not make a final report of non-compliance. Within fourteen days of the receipt of the recommendations of the Commission, the administering agency shall move to impose one or more of the following sanctions as it may deem appropriate to attain full and effective enforcement:

(a) The recovery by the administering agency from the General Contractor of 1/100 of 1% of the contract award price or $1000 whichever sum is greater, in the nature of liquidated damages, or, if a Subcontractor is in non-compliance, the recovery by the administering agency from the General Contractor, to be assessed by the General Contractor as a back charge against the Subcontractor, of 1/10 of 1% of the subcontract price, or $400 whichever sum is greater, in the nature of liquidated damages, for each week that such party fails or refuses to comply. The said liquidated damages shall be in addition to and independent of any other provision regarding liquidated damages provided for in the Contract Documents.

(b) The suspension of any payment or part thereof due under the contract until such time as the General Contractor or any Subcontractor is able to demonstrate his/her compliance with the

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terms of the Contract.

(c) The termination, or cancellation, of the Contract, in whole or in part, unless the General Contractor or any Subcontractor is able to demonstrate within a specified time his/her compliance with the terms of the Contract;

(d) The denial to the General Contractor or any Subcontractor of the right to participate in any future contracts awarded by the administering agency for a period of up to three years.

If at any time after the imposition of one or more of the above sanctions a Contractor is able to demonstrate that s/he is in compliance with this Section, he may request the administering agency, in consultation with the Commission, to suspend the sanctions conditionally, pending a final determination by the Commission as to whether the Contractor is in compliance. Upon final determination of the Commission, the administering agency, based on the recommendation of the Commission, shall either lift the sanctions or re-impose them.

Sanctions enumerated above shall not be imposed by the administering agency except after an adjudicatory proceeding, as that term is used M.G.L. c. 30A, has been conducted. No investigation by the Commission or its agent shall be initiated without prior notice to the Contractor.

6. Compliance with Requirements:

For the purposes of this Contract, the Contractor shall comply with the provisions of Executive Order No. 74, as amended by Executive Order No. 116 dated May 1, 1975, and of Chapter 151B as amended, of the Massachusetts General Laws both of which are herein incorporated by reference and made a part of this Contract.

7. Bidder's Certification Requirement:

In the bid proposal form, the bidder certifies as follows:

"The bidder hereby certifies that he shall comply with the minority manpower ratio and specific action steps contained in Article 84A of the General Conditions. The Contractor receiving the award of the Contract shall be required to obtain from each of its subcontractors and submit to the contracting or administering agency prior to the performance of any Work under said contract a certification by the said subcontractor, regardless of tier, that it will comply with the minority manpower ratio and specific affirmative action steps contained in said program."

The Contractor's Certification Form must be signed by the successful bidder prior to award by the contracting agency. (See Form 84A-l)

In addition, a Sub-contractor's Certification Form must be signed by each prospective sub-contractor prior to entry in its subcontract. (See Form 84A-2). In order to ensure that the said Contractors' certification becomes a part of all subcontracts under the prime Contract, no subcontract shall be executed until an authorized representative of the Authority has determined, in writing, that the said certification has been incorporated in such subcontract, regardless of tier. Any subcontract executed without such written approval shall be void.

8. Severability:

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The provisions of this section are severable, and if any of these provisions shall be held unconstitutional by any court of competent jurisdiction, the decision of such court shall not affect or impair any of the remaining provisions.

84B. Equal Opportunity for Minority Business Enterprises and Women Business Enterprises

Each Contractor or prospective contractor of the Massachusetts Port Authority shall use its best efforts to utilize qualified minority business enterprises (MBE) and women business enterprises (WBE) as subcontractors. For purposes of Article 84B, the following definitions apply:

Minority Business Enterprise is a business that is owned and controlled by one or more minority persons.

Women Business Enterprise is a business that is owned and controlled by one or more female persons.

Owned and Controlled means a business which is (l) a sole proprietorship legitimately owned by an individual who is a minority or female person, (2) a partnership or joint venture controlled by minority or female persons and in which at least 51% of the beneficial ownership interests legitimately are held by minority or female persons, or (3) a corporation or other entity controlled by minority or female persons, and in which at least 51% of the voting interests and 51% of the beneficial ownership interests legitimately are held by minority or female persons.

Minority refers to a person with permanent residence in the United States who is Alaskan Native, Asian (including the subcontinent of India), Black, Cape Verdean, North American Indian, Pacific Island or Western Hemisphere Hispanic, as further defined hereinafter.

The Contractor, in the performance of all Work after award, and prior to completion of the Contract Work, will not discriminate on grounds of race, color, religious creed, national origin, age or sex in employment practices, in the selection or retention of subcontractors, or in the procurement of materials and rentals of equipment.

If the Contractor shall use any subcontractor on any Work performed under this Contract, s/he shall take affirmative action to solicit bids and to negotiate with qualified MBE and WBE subcontractors in the trades covered by the specific Contract Condition. This affirmative action shall cover both pre-bid and post-bid periods. It shall include notification to the State Office of Minority Business Assistance or its designee, while bids are in preparation, of all products, Work or services for which the Contractor intends to negotiate.

Further, the Contractor shall:

(a) contact at least the minority contractors, which are included on lists published by the State Office of Minority Business Assistance (SOMWBA), Suite 3740, Ten Park Plaza, Boston, MA 02116 and also request assistance in contacting qualified MBE and WBE firms from the Authority's Compliance Office with respect to the Contractor's intention to sub-contract and portion of the Work

(b) inform SOMWBA and the Compliance Office of the type of Work to be performed and its approximate value. SOMWBA and the Compliance Office will in turn respond in writing (or by telephone to expedite if necessary) with a list of qualified contractors by name, address and telephone number.

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(c) prior to Contract award, an apparent low bidder shall submit a program, which it intends to utilize to contact and encourage MBEs and WBEs to participate in subcontracting opportunities on any Work during the contract's construction period. The program shall describe the Contractor's equal opportunity program and shall propose specific measures designed to obtain the utilization of MBEs and WBEs as subcontractors, including without limitation the following:

(i) Notification to community organizations that the contractor has subcontractor opportunities available and maintenance of records of the organizations' responses.

(ii) Maintenance of a file of the names and addresses of each potential MBE and WBE subcontractor referred to him and action taken with respect to each such referred contractor.

(iii) Dissemination of his MBE and WBE subcontractor participation policy externally by informing and discussing it with all subcontractors and suppliers.

(iv) Engagement in specific and continuing personal (both written and oral) recruitment efforts directed at MBE and WBE contractor organizations, recruitment organizations and business assistance organizations.

(d) As part of its request for approval of any subcontractor, the Contractor shall submit an MBE Subcontracting Participation Certification and an WBE Subcontracting Participation Certification on the attached form provided by the Authority, listing the MBE and WBE contractors from whom the Contractor solicited bids for that portion or portions of Work for which subcontractor approval is requested.

In no way should a Contractor use the affirmative action steps required in this document in such a manner as to result in discrimination against any person on account of race, color, religion, sex or national origin.

At the request of the Contractor, the Authority's Compliance Office will assist in efforts of the Contractor concerning compliance with these provisions.

The Authority may at any time require such information as is necessary in its judgment to ascertain compliance of any contractor with the MBE and WBE contractor provisions set forth in this Article.

The provisions of this section are severable, and if any of these provisions shall be held unconstitutional by any court of competent jurisdiction, the decision of such court shall not affect or impair any of the remaining provisions.

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Forms For Use With Article 84

Form 84A-l. Contractor's Certification

A Contractor will not be eligible for award of a contract unless such Contractor has submitted the following certification, which is deemed a part of the resulting contract:

CONTRACTOR'S CERTIFICATION

Certifies that: Contractor

l. It intends to use the following listed construction trades in the Work under the contract:

;and

2. Will comply with the minority manpower ratio and specific affirmative action steps contained herein; and

3. Will obtain from each of its subcontractors and submit to the contracting or administering agency prior to the award of any subcontract under this contract the subcontractor certification required by these bid conditions.

(Signature of authorized representative of Contractor)

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Form 84A-2. Subcontractors' Certification

Prior to the award of any subcontract, regardless of tier, the prospective subcontractor must execute and submit to the Prime Contractor the following certification, which will be deemed a part of the resulting subcontract:

SUBCONTRACTORS' CERTIFICATION

certifies that: Sub-contractor

l. It intends to use the following listed construction trades in the Work under the contract:

;and

2. Will comply with the minority manpower ratio and specific affirmative action steps contained herein; and

3. Will obtain from each of its subcontractors and submit to the contracting or administering agency prior to the award of any subcontract under this contract the subcontractor certification required by these bid conditions.

(Signature of authorized representative of Sub-contractor)

Note: In accordance with Article 84A, Paragraph 7, In order to ensure that the said subcontractors' certification becomes a part of all subcontracts under the prime contract, no subcontract shall be executed until an authorized representative of the Authority has determined, in writing, that the said certification has been incorporated in such subcontract, regardless of tier. Any subcontract executed without such written approval shall be void.

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Form 84B-1. Contractor Efforts to Secure MBE Subcontractor Participation

MBE PARTICIPATION EFFORTS

CONTRACTOR:

CONTRACT TITLE/NO:

TYPE OF WORK TO BE SUBCONTRACTED:

I. l. A. Contractor provided SOMWBA on (date) the type and approximate value of Work to be done by subcontract.

B. Contractor provided Authority's Compliance Office (date) of the type and approximate value of Work to be done by subcontract.

2. A. Contractor (did or did not ) receive a response from .

B. Contractor (did or did not ) receive a response from Authority's Compliance Office.

II. Other good faith efforts to secure minority enterprise participation on project. (Describe - i.e., contract with minority contractor trade associations and local business development organizations.)

III. Successful Bidder for Subcontracting Participation in Project under Contract

Name of Contractor:

Address:

Trade:

Type of Firm:

Minority Group:

Approximate Dollar Value:

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IV. Solicitations to Minority Contractors for Bids on above Subcontract (Exclude Successful Bidder if Noted Above).

Name of Minority Contractor

Address:

Referred by:

Bids Received: Yes No

Approximate Dollar Value of Bid: $

Use Separate Sheet of Paper if Necessary.

Signature of Contractor Representative

Date

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Form 84B-2. Contractor Efforts to Secure WBE Subcontractor Participation

WBE PARTICIPATION EFFORTS

CONTRACTOR:

CONTRACT TITLE/NO:

TYPE OF WORK TO BE SUBCONTRACTED:

I. 1. Contractor provided MPA Compliance Office (date) of the type and approximate value of Work to be done by subcontract.

2. Contractor (did or did not ) receive a response from Authority's Compliance Office.

II. Other good faith efforts to secure WBE participation on project. (Describe - i.e., contract with WBE contractor associations and local business development organizations.)

III. Successful WBE Bidder for Subcontracting Participation in Project under Contract

Name of Contractor:

Address:

Trade:

Type of Firm:

Minority Group:

Approximate Dollar Value:

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IV. Solicitations to WBE Contractors for Bids on above Subcontract (Exclude Successful Bidder if Noted Above).

Name of Minority Contractor

Address:

Referred by:

Bids Received: Yes No

Approximate Dollar Value of Bid: $

Use Separate Sheet of Paper if Necessary.

Signature of Contractor Representative Date

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84C.Contract Specifications Required by the Secretary of Labor Pursuant to 41 CFR Sec. 60-l-4(b)

During the performance of this Contract, the Contractor agrees as follows:

1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin, such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin.

3. The Contractor will send to each labor union or representative of Workers with which s/he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or Workers' representatives of the contractor's commitments under this Section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

4. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

5. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

6. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be canceled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law.

7. The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order in the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request

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the United States to enter into such litigation to protect the interests of the United States.

8. The Contractor will submit all Standard Forms 257, Monthly Employment Utilization Report, which are required by Executive Order 11246, directly to Office of Federal Contract Compliance Programs Regional Office at the address listed below.

U.S. Department of Labor JFK Federal Building, Room 1612-C

Government Center Boston, MA 02203 Tel: 617-223-4232

84D. Contract Specifications Required by the Secretary of Labor Pursuant to 41 CFR Section 60-4.3.

Standard Federal Equal Employment Opportunity Construction Contract Specifications (Executive Order 11246)

1. As used in these specifications:

a. "Covered area" means the geographical area descripted in the solicitation from which this Contract resulted;

b. "Director" means Director, Office of Federal Contract Compliance Programs, United States Department of Labor, or any person to whom the Director delegates authority;

c. "Employer identification number" means the Federal Social Security number used on the Employer's Quarterly Federal Tax Return, U.S. Treasury Department Form 941.

d. "Minority" includes;

(i) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin);

(ii) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish Culture or origin, regardless of race);

(iii)Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and

(iv) American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification).

2. Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the Work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this Contract resulted.

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3. If the Contractor is participating (pursuant to 41 CFR 60-4.5) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all Work in the Plan area (including goals and timetables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each Contractor or Subcontractor participating in an approved Plan is individually required to comply with its obligations under the EEO clause, and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other Contractors or Subcontractors toward a goal in an approved Plan does not excuse any covered Contractor's or Subcontractor's failure to take good faith efforts to achieve the Plan goals and timetables.

4. The Contractor shall implement the specific affirmative action standards provided in paragraphs 7a through p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed a percentages of the total hours of employment and training of minority and female utilization the Contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. The Contractor is expected to make substantially uniform progress toward its goals in each craft during the period specified.

5. Neither the provisions of any collective bargaining agreement, nor the failure by a union with whom the Contractor has a collective bargaining agreement, to refer either minorities or women shall excuse the contractor's obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereto.

6. In order for the nonWorking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the contractor during the training period, and the Contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the U.S. Department of Labor.

7. The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the Contractor's compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The Contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following:

a. Ensure and maintain a Working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the Contractor's employees are assigned to Work. The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents and other on-site supervisory personnel are aware of and carry out the Working Contractor's obligation to maintain such a Working environment, with specific attention to minority or female individuals Working at such sites or in such facilities.

b. Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities

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available, and maintain a record of the organizations' responses.

c. Maintain a current file of the names, addresses and telephone numbers of each minority and female off-the-street applicant and minority or female referral from a union, a recruitment source or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefor, along with whatever additional actions the Contractor may have taken.

d. Provide immediate written notification to the Director when the union or unions with which the Contractor has a collective bargaining agreement has not referred to the Contractor a minority person or woman sent by the Contractor, or when the Contractor has other information that the union referral process has impeded the Contractor's efforts to meet its obligations.

e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the Contractor's employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under 7b above.

f. Disseminate the Contractor's EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement, by publicizing it in the company newspaper, annual report, etc., by specific review of the policy with all management personnel and with all minority and female employees at least once a year, and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction Work is performed.

g. Review at least annually, the company's EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with onsite supervisory personnel such as Superintendents, General Foremen, etc., prior to the initiation of construction Work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter.

h. Disseminate the Contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the Contractor's EEO policy with other Contractors and Subcontractors with whom the Contractor does or anticipates doing business.

i. Direct its recruitment efforts, both oral and written, to minority, female and community organizations, to schools with minority and female students and to minority and female recruitment and training organizations serving the Contractor's recruitment area and employment needs. Not later than one month prior to the date for the acceptance of other training by any recruitment source, the Contractor shall send written notification to organizations such as the above, describing the openings, screening procedures, and tests

MPA 1813-C1(R) I-78

to be used in the selection process.

j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer and vacation employment to minority and female youth both on the site and in other areas of a Contractor's Work force.

k. Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR Part 60-3.

l. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities.

m. Ensure that seniority practices, job classifications, Work assignments and other personnel practices, do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the Contractor's obligations under these specifications are being carried out.

n. Ensure that all facilities and company activities are non-segregated except that separate or single-user toilet and necessary changing facilities shall be provided to assure privacy between the sexes.

o. Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations.

p. Conduct a review, at least annually, of all supervisors' adherence to and performance under the Contractor's EEO policies and affirmative action obligations.

8. Contractors are encouraged to participate in voluntary associations, which assist in fulfilling one or more of their affirmative action obligations (7a through p). The efforts of a contractor association, joint contractor union, contractor community, or other similar group of which the Contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under 7a through p of these Specifications provided that the Contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor's minority and female Workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractor's and failure of such a group to fulfill an obligation shall not be a defense for the contractor's noncompliance.

9. A single goal for minorities and a separate single goal for women have been established. The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non-minority. Consequently, the Contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (for example, even though the Contractor has achieved its goals for women generally, the

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Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized).

10. The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex or national origin.

11 The Contractor shall not enter into any Subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246.

12. The Contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations by the Office of Federal Contract Compliance Programs. Any Contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended.

13. The Contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 7 of these Specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these Specifications, the Director shall proceed in accordance with 41 CFR 60-4.8.

14. The Contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation, if any, employee identification number when assigned, social security number, race, sex, status (e.g. mechanic apprentice trainee, helper or laborer) dates of changes in status, hours Worked per week in the indicated trade, rate of pay, and locations at which the Work was performed. Records shall be maintained in an easily understandable and retrievable form, however, to the degree that existing records satisfy this requirement, Contractors shall not be required to maintain separate records.

15. Nothing herein provided shall be construed as a limitation upon the application of other laws, which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g. those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program.)

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APPENDIX A

The following goals and timetables for female utilization shall be included in all Federal and federally assisted construction contracts and subcontracts in excess of $10,000. The goals are applicable to the Contractor's aggregate on-site construction Workforce whether or not part of that Workforce is performing Work on a Federal or federally assisted construction contract or subcontract.

AREA COVERED

Goals for Women apply nationwide

GOALS AND TIMETABLES

Timetable

Goals (percent)

From Apr. 1, 1978 until Mar. 31, 1979 3.1 From Apr. 1, 1979 until Mar. 31, 1980 5.1 From Apr. 1, 1980 until further notice. 6.9

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APPENDIX B

Until further notice, the following goals and timetables for minority utilization shall be included in all Federal or federally-assisted construction contracts and subcontracts in excess of $10,000 to be performed in the respective covered areas. The goals are applicable to the contractor's aggregate on-site construction Workforce whether or not part of that Workforce is performing Work on a Federal or federally-assisted construction contract or subcontract.

REGION

BOSTON, MASSACHUSETTS AREA

Area covered - Arlington, Boston, Belmont, Brookline, Burlington, Cambridge, Canton, Chelsea, Dedham, Everett, Malden, Medford, Wakefield, Westwood, Winthrop, Winchester, Woburn, and the Islands of Boston Harbor, Massachusetts.

GOALS AND TIMETABLES

Timetable Trade Goal (percent)

Asbestos Workers 10.8 to 10.12 Boilermakers 9.6 to 12.0 Bricklayers 8.0 to 10.0 Carpenters 11.6 to 14.5 Cement Masons 25.5 to 27.5 Electricians 6.0 to 7.0 Elevator Constructors 9.5 to 11.4 Glaziers 8.8 to 11.0 IronWorkers 5.9 to 6.9 Lathers 6.9 to 8.9 Operating Engineers 14.1 to 15.0 Painters 9.1 to 11.1 Pipefitters 11.0 to 12.1 Plasterers 20.5 to 22.5 Plumbers 9.8 to 11.8 Roofers 8.4 to 10.5 Sheetmetal Workers 10.1 to 12.1 Sprinkler Fitters 12.3 to 15.6 All other trades 10.3 to 12.3

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84E. Certification of Non-Segregated Facilities Required by 41 CFR Section 60-1.8

CERTIFICATION OF NON-SEGREGATED FACILITIES

The Federally assisted construction contractor certifies that s/he does not maintain or provide for his employees any segregated facilities at any of his/her establishments, and that s/he does not permit his/her employees to perform their services at any location, under his/her control, where segregated facilities are maintained. The federally assisted construction contractor certifies further that s/he will not maintain or provide for his/her employees segregated facilities at any of his/her establishments, and that s/he will not permit his/her employees to perform their services at any location, under his/her control, where segregated facilities are maintained. The Federally assisted construction contractor agrees that a breach of this certification is a violation of the equal opportunity clause in this contract.

As used in this certification, the term "segregated facilities" means any waiting rooms, Work areas, rest rooms and washrooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment area, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin, because of habit, local custom, or any other reason. The Federally assisted construction contractor agrees that (except where s/he has obtained identical certifications from proposed subcontractors for specific time periods), s/he will obtain identical certifications from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the equal opportunity clause, and that s/he will retain such certifications in his files.

Certification - The information above is true and complete to the best of my knowledge and belief.

Name and Title of Signer (Please type)

Signature Date

NOTE: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001.

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Article 85. Contractor Record Keeping Requirements

Pursuant to Massachusetts General Law Chapter 30, Section 39K, if this Contract is an agreement or Contract which is for an amount or estimated amount greater than $100,000 and is awarded or executed pursuant to c.149 Sec. 44A through H the following terms are part of this Contract:

1. The Contractor shall make, and keep for at least six years after final payment, books, records, and accounts which in reasonable detail accurately and fairly reflect the transactions and dispositions of the Contractor, and

2. Until the expiration of six years after final payment, the Authority, the Office of the Inspector General, and the Deputy Commissioner of Capital Planning and Operations shall have the right to examine any books, documents, papers or records of the Contractor or of his/her subcontractors that pertains to and involves transactions relating to, the Contractor or his/her subcontractors, and

3. If the agreement is a Contract, the Contractor shall describe any change in the method of maintaining records or recording transactions which materially affect any statements filed with the Authority, including in his/her description the date of the change and reasons therefor, and shall accompany said description with a letter from the Contractor's independent certified public accountant approving or otherwise commenting on the changes, and

4. If the agreement is a Contract, the Contractor has filed a statement of management on internal accounting controls as required by G.L. c.30 Sec. 34R(c) prior to the execution of the Contract, and

5. If the agreement is a Contract, the Contractor has filed prior to the execution of the contracts and will continue to file annually, an audited financial statement for the most recent completed fiscal year as required by G.L. c.30 Sec. 39R(d).

Chapter 30 Sec. 39R also requires all Contractors awarded a Contract pursuant to c.149 Sec. 44A through H for an amount or estimated amount greater than $100,000 to make the following filings:

A. Every Contractor awarded a Contract shall file with the Authority a statement of management as to whether the system or internal accounting controls of the Contractor and its subsidiaries reasonably assures that:

(1) transactions are executed in accordance with management's general and specific authorization;

(2) transactions are recorded as necessary;

i. to permit preparation of financial statements in conformity with generally accepted accounting principles, and

ii. to maintain accountability for assets;

(3) access to assets is permitted only in accordance with management's general or specific authorization; and

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(4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action was taken with respect to any difference.

B. Every Contractor awarded a Contract shall also file with the Authority a statement prepared and signed by an independent certified public accountant, stating that s/he has examined the statement of management on internal accounting controls and expressing an opinion as to

(1) whether the representations of management in response to this paragraph and to paragraph (b) of c.30 Sec. 39R (contract provisions) above are consistent with the result of management's evaluation of the system of internal accounting controls; and

(2) whether such representations of management are, in addition, reasonable with respect to transactions and assets in amounts, which would be material when measured in relation to the applicant's financial statements.

Article 86. Massachusetts Right-to-Know Act

The Contractor shall comply fully with the provisions of G.L. c. 111F (Massachusetts Right-to-Know Act), hereinafter the "Act." The Contractor acknowledges that the Authority is subject to the "Act" and agrees to provide the statutory-required Material Safety Data Sheet relative to each hazardous or toxic substance brought onto the Authority's property in connection with the services to be performed by the Contractor. In addition, the Contractor agrees to provide, at the Authority's request, statutory-required safety and preventive training to the Authority's designated employees who may be exposed to such substances in the Workplace.

Article 87. Security Identification Requirements

Please refer to Division II, Special Provisions, for applicable security identification requirements.

Article 88. Claims

Claims, Counterclaims, Disputes:

i. All claims, counterclaims, disputes, and any other matters in question arising under, or relating to, the Contract Documents or the breach thereof shall be processed in accordance with the provisions of the Contract and this Article 89, and are subject to audit by the Authority.

ii. A “Claim” means a written demand or assertion by the Contractor seeking

an adjustment in the Contract Amount and payment of monies so due, an extension or shortening in Milestone or Contract completion dates, the adjustment or interpretation of Contract terms, or other relief arising under or relating to the Contract. A written demand or assertion by the Contractor seeking the payment of money is not a Claim under this Article until certified as required under Article 89.2, below.

iii. A Claim arising under the Contract, unlike a Claim relating to the Contract,

is a Claim that can be resolved under an existing Contract provision that provides for or excludes the relief sought by the Contractor (including, but not limited to, claims for alteration in the work, extra work, or extensions

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of time). A Claim arising under the Contract shall be resolved under the applicable provisions of the Contract. A Claim relating to the Contract must meet all requirements of this Article and any request for an increase in the Contract Amount shall be evaluated and calculated pursuant to, and limited by, the provisions of this Contract and this Article 89.

iv. Contractor shall not be entitled to any damages or an adjustment in the

Contract Amount, and neither Authority nor its designated representatives shall be liable to Contractor or its lower-tier suppliers or subcontractors in tort (including negligence) or contract, except as specifically provided in this Contract.

For Claims relating to the Contract, the following provisions shall govern: 88.1. When Notice and Claim Submittal Become Due:

i. For any Claim relating to the Contract under this Article to be valid, it shall

be based upon written notice delivered by the Contractor to the Engineer and the Authority promptly, but in no event later than fourteen (14) days, after the occurrence of the event giving rise to the Claim and stating the general nature of the Claim. The Claim submittal with all supporting cost data shall be delivered by the Contractor to the Engineer within sixty (60) days after that occurrence (unless the Engineer allows an additional period of time to ascertain more accurate data in support of the Claim). The responsibility to substantiate a Claim shall rest with the party making the Claim.

88.2. Requirements for Contractor Claims:

i. For all Contractor Claims seeking an increase in the Contract Amount, the Contractor shall submit with the Claim an affidavit certifying that:

a. the Claim is made in good faith, and the amount claimed accurately

reflects the adjustments in the Contract Amount for which the Contractor can prove the Authority is liable, and covers all direct, supplemental, indirect, consequential, and serial and cumulative costs to which the Contractor is entitled as a result of the occurrence of the claimed event;

b. supporting cost and pricing data are current, accurate, complete and

represent the best of the Contractor’s knowledge and belief; and c. if the Contractor is an individual, the affidavit shall be executed by

that individual; if the Contractor is not an individual, the affidavit shall be executed by a senior company official in charge at the Contractor’s plant or location involved, or a responsible officer or general partner of the Contractor.

ii. The attention of the Contractor is drawn to state and federal laws regarding

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penalties for false claims. The Authority will take any or all actions available to it against the Contractor to the fullest extent of the law for Contractor’s submission of a false, fictitious or unsubstantiated Claim.

88.3. Determination on a Claim:

i. For Contractor-certified claims of $50,000.00 or less, the Engineer will, if

requested in writing by the Contractor, render a determination within fifteen (15) days of the request. For Contractor-certified claims over $50,000.00, the Engineer will, within fifteen (15) days decide the Claim or notify the Contractor of the date by which the decision will be made. The Engineer will review with the Contractor the results of the evaluation before rendering a determination. The Engineer’s final determination shall be final and binding on the Contractor.

88.4 Failure to Provide Notice is a Waiver: The Authority must receive notice in strict compliance with the Contract of all

Claims in order to investigate such Claims and to make decisions that will eliminate or minimize any additional costs or delays to the Work, the Project or to the Authority’s overall capital program. Contractor acknowledges that it has no right in law or equity to seek any increase to the Contract Amount unless Contractor strictly complies with all requirements of the Contract and this Article 89. Failure by Contractor to meet all of the requirements of the Contract and this Article 89 shall be deemed an intentional waiver by Contractor of any right to file a Claim or to seek relief.

Article 89. Force Majeure Definition: Force Majeure shall mean (a) adverse weather conditions not reasonably foreseeable or unusually severe weather; (b) acts of God, including, without limitation, floods, hurricanes, tornadoes, landslides, earthquakes, epidemics, quarantine and pestilence; (c) freight embargoes; (d) governmental actions, restrictions or moratorium; (e) acts of a public enemy, civil commotion, riots insurrections, acts of war, blockades, terrorism, security alert, effects of nuclear radiation or national internal calamites; (f) condemnation or other exercise of the power of eminent domain; (g) delays in any approval process of any governmental authority to the extent such delays are not due to any fault, negligence, or lack of diligence of Contractor or its Subcontractors; (h) inconvenience, delays, inefficiencies or loss caused by the presence and operations of other Authority Contractors or Contractors working within the limits of the project; and (i) restraint or other act by court or public authority to the extent such delays are not due to the gross negligence or willful misconduct of Contractor or its and Subcontractors. Force Majeure shall in any event exclude: (a) lack of sufficient funds or any other financial difficulty of the Contractor or its Subcontractors, and (b) adverse weather (1) occurring during non-work periods or on any day which is not a business day, unless it can be demonstrated that said weather impeded the Work the following days; or (2) which shall not result in a direct and actual delay in the performance of Work at the time of such inclement weather and (c) strikes, labor disputes, work stoppages, or

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picketing (legal or illegal).

Extensions for Force Majeure:

If the Work is delayed at any time in the commencement or progress of the Work by reason of Force Majeure or by other causes which the Authority in its discretion may determine justifies an extension of the time for Contract Completion, then the time for Contract Completion shall be extended by written agreement for such reasonable time as the Authority may determine that the Project’s completion, or the achievement of any Contract Milestones, is delayed by the Force Majeure, but only (i) if and to the extent such event or circumstance is beyond the reasonable control of the Contractor or its Subcontractors, (ii) if and to the extent Contractor or its Subcontractors shall have taken all reasonable precautions to prevent delays by reason of such event or circumstance if such event or circumstance was actually known in advance, (iii) if and to the extent such event or circumstance is not caused by Contractor’s employees’ gross negligence or willful misconduct, (iv) if and to the extent that such event caused a delay to activities on the critical path of the Contract Schedule, and (v) if Contractor or its Subcontractors strictly complied with the requirements of the Contract.

Notice of Force Majeure:

If prevented or delayed by reason of Force Majeure, Contractor shall provide to the Engineer within 7 days after the commencement of the Force Majeure, written notice of the Force Majeure and shall, within seven (7) days after the Force Majeure event has ended, provide to Engineer a written description of the impact caused on the performance of the Work by the Force Majeure. The description of the impact shall include U.S. Weather Bureau Climatological Reports for the months involved plus a report indicating weather events over those months for the past ten years from the nearest reporting station. The ten-year average will determine the number of adverse weather days which should normally be expected.

Sole Remedy for Force Majeure:

For delays in the construction of the Project caused by reason of Force Majeure, an extension in the time Contract Completion shall be the sole and exclusive remedy for any such delay.

Article 90. Required Use of Internet-based Compliance Management System

Required Use of Internet-Based Compliance Management System

As part of the Authority’s commitment to assist Contractors to conveniently comply with legal and contractual compliance reporting requirements, the Authority maintains an online Compliance Management Software (CMS) system (System). The System is designed to help reduce Contractor’s administrative costs and to provide various Work-flow automation features that improve the required project compliance reporting processes. Utilizing the System will reduce the amount of administrative time currently required to submit hard copy documentation of contract compliance reporting information. The System is provided

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for use by the Contractor and subcontractors at no cost, and System training is also provided at no cost. The System provides functionality for the following compliance reporting processes:

• Prompt Payment Process • Minority and Women Business Enterprise (M/WBE) Process • Disadvantaged Business Enterprise (DBE) Process • Small Business (SB) Program Process • Workforce Utilization/EEO Process • Prevailing Wage Process

The Contractor and all subcontractors are responsible to provide legal and contractually required compliance information and reports using the CMS system. The Authority may require additional information related to contract compliance to be provided electronically through the System at any time before, during or after contract award. If the Authority grants any Contractor or subcontractor a waiver from using the System, the Contractor or subcontractor shall be required to use the paper forms for compliance reporting under the contract. Apparent low bidders, trained on the CMS system, are encouraged to utilize CMS for the required timely submission of Schedule(s) for Participation/Letter(s) of Intent in accordance with the bidding requirements. Information regarding Contractor access to the CMS system will be provided to a designated point of contact for each Contractor and subcontractor upon award of the contract. The Compliance Management Software System is Internet-based and can be accessed at the following Internet addresses: https://www.massport.mwdbe.com for the Prompt Payment Reporting Process and the MBE/WBE/DBE and SB Reporting Process, and https://www.lcptracker.net for the Workforce Utilization/EEO Reporting Process and the Prevailing Wage Reporting Process.

Article 90 – Building Information Modeling (BIM)

The Conntractor shall comply with the requirements of the Authority’s Building Information Modeling (BIM) Guidelines for Design Bid Build projects, incorporated herein by reference and found on the Authorities external portal.

Article 91 - Project Management System

It is the Owner’s intent to limit the amount of paper documents utilized on the Project. Therefore, the Contractor shall be required to utilize the Owner’s Project Management System (the “Project Management System”) relative to the management and administration of the Project. The Owner shall provide the Contractor and its Subcontractors and Subconsultants with a non-exclusive, revocable license to utilize the Project Management System, which shall be used to generate all forms of communications, including, deliverables, meeting minutes, monthly invoices, RFIs, submittals, change order reviews, inspection reports, and other types of typical correspondence. The generation and/or maintenance of documents shall automatically create a document log so the tracking of, and response to documents can be maintained electronically. The Owner shall provide training to the Contractor and, if

https://www.massport.mwdbe.com/

https://www.lcptracker.net/

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necessary, its Subcontractors and/or Subconsultants, so that the Project Management System can be learned and used effectively.

If the Contract is terminated, such license shall automatically terminate as of the effective date of Contract termination; provided that the Owner shall, for a period of six (6) years following the effective date of such termination, provide the Contractor with reasonable access to those documents that were on the Project Management System as of the date of termination and to which the Contractor had access before such termination. If the Contract is not terminated, such license shall automatically terminate as of the date of final payment to the Contractor; provided the Owner shall, for a period of six (6) years following the date of final payment, provide the Contractor with reasonable access to those documents that were on the Project Management System as of the date of final payment and to which the Contractor had access before such date of final payment.

The Owner reserves the right to adopt written procedures and guidelines regarding the use of the Project Management System by the Contractor and its Subcontractors and Subconsultants. The Contractor and its Subcontractors and Subconsultants shall be bound by such written procedures and guidelines upon receipt thereof.

- END OF DIVISION I -