HomeMy WebLinkAbout20240903IPC to Staff 21(c) Supplemental - Attachment 1 - RFP - T902 Construction - 2 Exhibit A General Conditions Construction Services LGL139.pdf Exhibit A �R�.
General Conditions For Construction Services An IDACORP Company
TABLE OF CONTENTS
GC-1 DEFINITIONS....................................................................................................................................................2
GC-2 IPC'S AUTHORIZED REPRESENTATIVE...................................................................................................5
GC-3 CONTRACTOR'S AUTHORIZED REPRESENTATIVE..............................................................................6
GC-4 IPC'S RESPONSIBILITIES..............................................................................................................................6
GC-5 CONTRACTOR'S RESPONSIBILITY............................................................................................................7
GC-6 CONTRACTOR INFORMED AS TO CONDITIONS................................................................................. 11
GC-7 INTERPRETATION AND MODIFICATION OF CONTRACT DOCUMENTS..................................... 11
GC-8 TIME AND ORDER OF COMPLETION..................................................................................................... 12
GC-9 SCHEDULE OF VALUES OR PROGRESS PAYMENT SCHEDULE....................................................... 14
GC-10 UNIT PRICE WORK AND ESTIMATED QUANTITIES......................................................................... 14
GC-11 SUBMITTALS................................................................................................................................................. 15
GC-12 PRODUCT SUBSTITUTION........................................................................................................................ 16
GC-13 INSPECTION,COVERED WORK,DEFECTIVE WORK,AND RIGHT OF ACCESS.......................... 17
GC-14 IPC SUSPENSION OF WORK...................................................................................................................... 18
GC-15 DELAY AND DELAY CLAIMS...................................................................................................................... 18
GC-16 ADDITIONAL WORK.................................................................................................................................... 20
GC-17 CLAIMS FOR ADDITIONAL WORK.......................................................................................................... 20
GC-18 DISPUTE RESOLUTION............................................................................................................................... 22
GC-19 RETAINAGE AND PROGRESS PAYMENTS.............................................................................................23
GC-20 SUBSTANTIAL COMPLETION................................................................................................................... 24
GC-21 FINAL COMPLETION................................................................................................................................... 25
GC-22 FINAL PAYMENT.......................................................................................................................................... 26
GC-23 WARRANTY OF TITLE/RISK OF LOSS/WARRANTY OF WORKMANSHIP AND QUALITY....26
GC-24 COLLATERAL WORK................................................................................................................................... 28
GC-25 REGULATIONS AND PERMITS.................................................................................................................. 28
GC-26 EASEMENT AGREEMENTS......................................................................................................................... 29
GC-27 UNDERGROUND UTILITIES...................................................................................................................... 29
GC-28 INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; LICENSES.......................................... 29
GC-29 REMOVAL OF EQUIPMENT.......................................................................................................................29
GC-30 ASSIGNMENT OF CONTRACT................................................................................................................... 29
GC-31 IPC'S RIGHT TO TERMINATION FOR CONVENIENCE....................................................................... 30
GC-32 IPC'S RIGHT TO TERMINATE THE AGREEMENT FOR CAUSE........................................................ 30
GC-33 IPC'S RIGHT TO IMMEDIATELY TERMINATE OR SUSPEND........................................................... 32
GC-34 HAZARDOUS MATERIALS,ARTIFACTS,WETLAND CONDITIONS,AND MATERIALS
BROUGHT TO WORK SITE.............................................................................................................................................. 32
GC-35 CONTRACTOR'S RECORD.......................................................................................................................... 33
GC-36 DATA SECURITY AND PROTECTION AND SECURITY SCREENING REQUIREMENTS.............33
GC-37 EDISON ELECTRIC INSTITUTE/OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION
PARTNERSHIP BEST PRACTICES FOR UTILITY CONTRACTORS RULES......................................................... 37
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General Conditions for Construction Services an IDACORV company
GC-1 DEFINITIONS
GC-1.1 The definitions set forth below apply to all of the Contract Documents and are expressly
incorporated into the same by this reference:
"Access Roads"mean all roads which are used to gain access to the Work. "Access Roads"are in three
categories:
1. Existing roads to the Work that do not need to be improved.
2. Existing roads to the Work that must be improved.
3. Roads that are to be constructed as part of the Work.
"Addenda" means written or graphic instruments issued by IPC prior to the opening of bids and the
execution of the Agreement that clarify,correct,or modify the bidding and performance requirements
or the bidding documents by additions, deletions,clarifications, or corrections.
"Additional Work" means labor, services, materials, equipment, transportation, tools, or facilities
requested by IPC in writing, outside the original scope of Work, not inferable as within the Project,
and not included in the Contract Documents. Where the context requires,the term"Additional Work"
may also mean a modification that results in a reduction or deletion in Work.
"Application for Progress Payment" is defined in Section GC-19.2 of these General Conditions for
Construction Services ("General Conditions").
"Approved Schedule" means all critical and interim progress dates,as set forth in the Agreement and
Contract Documents associated with Contractor's performance of the Work.The Approved Schedule
includes all Milestone Dates (if applicable)and other critical dates,from Commencement Date to Final
Completion Date.
"Approved," "Considered Necessary," "Acceptable," "Satisfactory," or words of like import, mean
approved or considered necessary by,acceptable, or satisfactory to IPC's Authorized Representative,
unless another meaning is plainly intended.
"Certificate of Substantial Completion"is defined in Section GC-20 of these General Conditions.
"Change Order" means a written agreement between IPC and Contractor that affects the Work, and
may affect the Guaranteed Substantial Completion Date, Approved Schedule,the Contract Price, and
such other terms of the Contract Documents as are agreed upon by the Parties.
"Collateral Work" means work being carried out by IPC through separate contractors or consultants,
IPC's employees,or agents that may be at or near the Work site.
"Commencement Date" means the date Contractor commences the Work as specified by IPC or, if no
Commencement Date is specified, as promptly as practicable following the Effective Date of the
Agreement.
"Construction Roads" mean all roads improved or constructed for the convenience of or to
accommodate Contractor but are not a part of the Work.
"Contractor's Authorized Representative" means a designated representative authorized to act with
full authority for Contractor. Contractor agrees to appoint a competent and qualified representative
and shall grant such representative authority to make binding and enforceable decisions for
Contractor.Contractor shall inform IPC in writing of the name,address,and telephone number of such
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representative. IPC shall have the right to approve or reject Contractor's Authorized Representative.
Contractor's Authorized Representative shall not be changed without advance written notice to IPC
and approval of the replacement by IPC.
"Contract Documents" are defined in the Agreement, but shall in no event include submittals or
subsurface information. In case of any inconsistency, conflict or ambiguity among the Contract
Documents, Contractor shall promptly notify IPC of the inconsistency, conflict, or ambiguity and IPC
will provide written clarification of IPC's intended meaning.
"Contract Price" means the amount set forth in the Agreement as total compensation payable to
Contractor for the Work upon its full,timely,and satisfactory completion of the Work and Project, as
that amount may be amended from time to time by Change Order, as provided in the Contract
Documents.
"Contract Time" means the period of time between the Commencement Date and Final Completion
Date as set forth in the Agreement.
"Date of Final Completion" is defined in Section GC-21 of these General Conditions.
"Day" or"day"means calendar day,unless otherwise specified.
"Delay Claims" mean claims by Contractor for additional time made under Section GC-15 of these
General Conditions.
"Delay Liquidated Damages" mean the liquidated damages payable pursuant to the Agreement by
Contractor to IPC in the event of failure to attain Substantial Completion of the Work by the
Guaranteed Substantial Completion Date.
"Directive"means a written statement issued by IPC, directing performance of Additional Work prior
to any agreement or adjustment in Contract Price or Contract Time. A Directive shall propose whether
and to what extent the Contract Price or Contract Time should be adjusted. A Change Order will be
issued to change the Contract Documents.
"Drawings"mean, collectively,all maps, plans, or drawings and any such supplementary drawings as
IPC may issue from time to time.
"Elevation" and the figures or values in reference thereto, or an abbreviation thereof, mean the
elevation relative to United States Geological Survey Sea Level Datum, as represented by various
bench marks in the vicinity of the Work, or shall mean the elevation relative to the arbitrary datum
plane fixed by IPC for the particular Work.
"Engineer of Record" or "Engineer" means the person or firm that developed the Drawings and
Technical Specifications.The Engineer reports to IPC.
"Float" means the number of days by which an activity on the Approved Schedule may be delayed
from its earliest start date without necessarily extending the Guaranteed Substantial Completion Date.
"Final Completion"is defined in Section GC-21.2 of these General Conditions.
"Final Completion Date" means the date set forth in the Agreement by which the Contractor must
achieve Final Completion of the Work.
"Force Majeure Event" means an event or circumstance that causes a breach, default, or delay in the
performance of obligations under the Contract Documents, where such event involves a fire, flood,
earthquake,atypical elements of nature,riots,civil disorders,rebellions or revolutions in any country,
changes in governmental rules,laws,regulations,ordinances,permits,or licenses,relating to the Work,
or any other cause beyond the reasonable control of the Party claiming such Force Majeure Event;
provided, a Force Majeure Event claimed by Contractor requires that (i) Contractor and its
Subcontractors are without fault in causing such breach,default,or delay,and(ii)such breach,default,
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or delay could not have been anticipated or prevented by reasonable precautions and cannot
reasonably be circumvented by Contractor or its Subcontractors through the use of alternate sources,
work around plans, or other means, and (iii) Contractor has complied with the Notice of Delay
provisions in Section 15 of these General Conditions. For purposes of clarity, late performance of
services or late delivery of goods by Subcontractors,suppliers,or vendors shall not constitute a Force
Majeure Event nor form the basis for limiting any liquidated damages payable in connection with the
Contract Documents.
"Guaranteed Substantial Completion Date" means the date set forth in the Agreement by which the
Contractor must achieve Substantial Completion of the Work.
"Hazardous Material" means any substance or material identified now or in the future as hazardous
under any federal, state, or local law or regulation, or any other substance or material that may be
considered hazardous or otherwise subject to statutory or regulatory requirement governing
handling disposal and/or cleanup.
"IPC's Authorized Representative"or"IPAR"means the person designated in writing by IPC from time
to time to act on its behalf.
"IPC Data"is defined in Section 26 of the Agreement.
"Milestone Date(s)" means the interim completion dates set forth in the Agreement by which
Contractor must achieve the Milestones described in the Special Conditions (Exhibit C to the
Agreement).
"Milestone(s)" means the interim Work, as described in the Special Conditions (Exhibit C to the
Agreement),that Contractor must complete to meet the Milestone Dates.
"Notice of Final Completion" means the document Contractor gives to IPC stating that Contractor has
determined that Final Completion of the Work and the Project has occurred,as set forth in Section GC-
21.1 of these General Conditions.
"Owner"means IPC.
"Progress Payment Schedule"is defined in Section GC-9 of these General Conditions.
"Project"means the total construction,the final intended improvement,or other final result,of which
the Work to be performed under the Contract Documents may be the whole, or a part, as set forth in
the Agreement.
"Punch List"means the document,prepared by Contractor and IPC in accordance with Section GC-20.2
of these General Conditions detailing the Punch List Items.
"Punch List Items" mean those outstanding items required to complete the Work that, in the
reasonable judgment of IPC, do not affect the operability, safety, or mechanical or electrical integrity
of the Work or Project. The Punch List Items shall be completed by Contractor prior to Final
Completion of the Work,but the failure to complete the Punch List Items shall not prevent the Project
from being ready for commercial operations at the full rated output in a safe and continuous manner
and in accordance with all laws and permits.
"Record Documents" means all redlined drawings, as-built drawings, samples, Shop Drawings,
operation and maintenance manuals,performance curves,warranties,keys,certifications,submittals,
and other Project data associated with construction.
"Request For Information" is the Contractor's form for requesting information as it pertains to the
Drawings or Technical Specifications during construction.
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Restoration" or "Restore" means to remove all waste or excess construction materials; clean up and
dispose all brush,trees,and debris;grade and reseed all disturbed areas;and repair and replacement
of any and all property damage caused by Contractor.
"Safety Program"is defined in Section GC-5.4 of these General Conditions.
"Samples" mean physical examples which illustrate materials, equipment or workmanship and
establish standards by which the Work will be judged.
"Schedule of Submittals" means the detailed timeline for performance of the submittal activities on
the Project.
"Schedule of Values"is defined in Section GC-9 of these General Conditions.
"Shop Drawings"mean all Drawings,diagrams,illustrations,schedules,and other data or information
that are specifically prepared or assembled by or for Contractor and submitted by Contractor to
illustrate some portion of the Work.
"Specifications", or "Technical Specifications" mean, collectively, all terms and requirements
pertaining to the Work and any amendments, revisions, deductions or additions thereto, and all
written agreements made or to be made, pertaining to the Work or to the quantities and qualities of
labor,materials, or equipment to be constructed,installed, or furnished by Contractor.
"Subcontractor" means a person or entity that performs or furnishes any portion of the Work for
Contractor or Subcontractor, at any and all tiers. The term Subcontractor does not include the
Engineer or any separate contractor employed by IPC.The term Subcontractor does include,without
limitation, contractors, consultants,and material suppliers.
"Substantial Completion"is defined in Section GC-20.1 of these General Conditions.
"Unit Price Work" means Work in which all or a part of the Contract Price is based upon agreed unit
prices set forth in a Schedule of Unit Prices.
"Warranty Notice" is defined in Section GC-23 of these General Conditions.
"Warranty Period"is defined in Section GC-23 of these General Conditions.
"Work" means all materials, equipment, labor, engineering, and services described in the Contract
Documents and incidental to or reasonably inferred to be necessary for the full and satisfactory
completion of the Project consistent with IPC's intended results.
"Work Clarification" means IPC's form for resolving additional information requests, clarifying
conflicting information, issuing Additional Work, or interpreting discrepancies found during
construction.The Work Clarification may or may not result in a Change Order.
"Work site" means the geographical area in and around which the Work is to be performed, and the
ingress and egress thereto.
GC-1.2 Prior to taking action on any term(s)which is ambiguous,unclear,conflicting,or not otherwise
defined in the Contract Documents, Contractor agrees to refer such term(s) to IPC for interpretation.
GC-2 IPC'S AUTHORIZED REPRESENTATIVE
GC-2.1 IPC shall furnish an IPAR to act on behalf of IPC under this Agreement.
GC-2.2 IPC or the IPAR may observe Contractor's Work in progress,perform field checks of materials and
equipment to certify performance of Work for purposes of authorizing payment and completion, or
perform such other functions as IPC deems advisable. Such observations shall not be construed to
create an obligation on the part of IPC to make on-site observations to check the quantity or quality
of the Work. IPC shall neither have control over or charge of,nor be responsible for,the construction
means,methods,techniques,sequences or procedures, or for the safety precautions and programs in
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connection with the Work, since these are solely the Contractor's responsibilities under the Contract
Documents.
GC-2.3 IPC,by and through the IPAR,reserves the right to stop Work,request the removal of an employee,
agent, or representative of Contractor from the Work site, or take such other action the IPAR deems
reasonable in the event the IPAR observes a potentially life threatening or otherwise dangerous
situation. IPC or the IPAR may also stop Work if the person sought to be removed poses a danger to
himself,others or to property,as judged by the IPAR.Delay caused by IPC's exercise of this right shall
not be the basis for a claim for additional compensation from Contractor, based on Section GC-15
relating to Delay Claims, or otherwise, and Contractor shall bear all costs and expenses of catch- up
work required to put the Work in compliance with the Approved Schedule when Work resumes after
being stopped in accordance with this Section.
GC-2.4 None of the IPAR's assistants or agents shall have the authority to waive on behalf of IPC any of the
obligations of Contractor. Waiver of any obligation may only be accomplished in writing, with the
signatures of Contractor and IPC.
GC-3 CONTRACTOR'S AUTHORIZED REPRESENTATIVE
GC-3.1 Contractor shall provide a Contractor's Authorized Representative having competent on-site
supervision during any and all construction activities by the forces of Contractor or Subcontractors.
Contractor's Authorized Representative shall be the single point of contact with IPC. Contractor's
Authorized Representative shall be identified in the Agreement,and at a minimum be on-site from the
Commencement Date to the Date of Final Completion. The Contractor's Authorized Representative
shall be authorized to act on Contractor's behalf with respect to the Work. If Contractor desires to
change the person serving as Contractor's Authorized Representative, IPC reserves the right, within
its sole and reasonable discretion, to deny Contractor's selected replacement of the Contractor's
Authorized Representative. IPC shall have the right to approve the person proposed to replace the
Contractor's Authorized Representative.
GC-3.2 Contractor's Authorized Representative shall be responsible for administration of the day-to-day
operation of the Project and the Work site safety for Subcontractors, Contractor, Contractor's agents
and employees,all workers,vendors,and members of the public.
GC-3.3 Contractor's Authorized Representative shall give personal attention constantly to the faithful
prosecution of the Work,and shall be present in person on the site of the Work continually during its
progress.
GC-4 IPC'S RESPONSIBILITIES
GC-4.1 IPC shall furnish the data and documents required of IPC under the Contract Documents.
Contractor shall make requests for such data and documents so as to allow IPC reasonable time to
respond without delaying the performance of the Work.
GC-4.2 IPC shall make undisputed payments to Contractor when they are due as set forth in Section GC-
19 and the Contract Documents.
GC-4.3 IPC shall perform construction inspections,tests,and approvals as set forth in Section GC-13.
GC-4.4 IPC shall not supervise, direct, or have control or authority over, nor be responsible for,
Contractor's means, methods, techniques, sequences, or procedures of construction, or the safety
precautions and programs incidental thereto,or for any failure of Contractor to comply with the laws and
regulations applicable to the performance of the Work. IPC shall not be responsible for Contractor's
failure to perform the Work in accordance with the Contract Documents.
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GC-5 CONTRACTOR'S RESPONSIBILITY
GC-5.1 Contractor shall supervise,inspect,and direct the Work competently and efficiently,devoting such
attention thereto and applying such skills and expertise as may be necessary to perform the Work in
accordance with the Contract Documents. Contractor shall be solely responsible for the means,
methods,techniques,sequences,and procedures of construction.
GC-5.2 Subcontractors.
GC-5.2.1 Contractor may cause any part of the Work to be performed by a Subcontractor; provided
however that Contractor shall require, by written agreement, Subcontractors and its officers,
agents and employees to be bound by the provisions of the Contract Documents in all respects
and assume toward the Contractor all of the obligations and responsibilities that Contractor,by
this Agreement, assumes toward IPC. Contractor shall require Subcontractors to enter into
similar written agreements with its Subcontractors. Each such agreement shall preserve and
protect the rights of IPC under this Agreement with respect to the Work to be performed by the
Subcontractor, so that Contractor's subcontracting or otherwise delegating thereof will not
prejudice such rights. Contractor shall not, in any manner thereby, be discharged from its
obligations and liabilities hereunder, but shall be liable and responsible for all acts, omissions,
and negligence of any Subcontractor, and their officers, agents, and employees. Contractor and
its Subcontractors shall comply at all times with FAR 52-219-8, Utilization of Small Business
Concerns. Idaho Power reserves the right, within its sole and reasonable discretion, to deny
Contractor's use of any Subcontractor. Upon request of IPC, copies of all subcontracts shall be
furnished to IPC and the IPAR.
GC-5.3 Contractor's Responsibility for Work and Safety.
GC-5.3.1 Notwithstanding any provision in the Contract Documents to the contrary, Contractor shall
at all times be responsible for,and shall not be relieved of,its obligations to secure the quality of
Work,the safe conduct of the Work and safety of the Work site,and the rate of progress required
by the Contract Documents. Contractor alone shall be and remain solely liable and responsible
for the means, methods, techniques, procedures or sequences selected by Contractor and
Subcontractor, for safety precautions and programs incident to the Work in progress, and for
any failure of Contractor and Subcontractor to comply with safety laws and regulations
applicable to the Work.
GC-5.4 Protection of Workers and Others.
GC-5.4.1 Contractor shall be solely and completely responsible for the training of its employees and
the conditions of the Work site, including without limitation, the safety of all persons and
property during the performance of the Work.This requirement will apply continuously and will
not be limited to normal working hours.Contractor shall be responsible to:
a. Develop a safety program applicable to all construction phases of the Project ("Safety
Program"). The Safety Program shall require all of the employees and agents of Contractor
and all Subcontractors to comply with federal, Occupational Safety and Health
Administration ("OSHA") law and regulations, and any other federal, state and local safety
and health laws, orders, ordinances, and regulations. In any situation where any law or
regulation is in conflict with any other law or regulation,Contractor and Subcontractor shall
follow the most stringent requirements.
b. Assure that all employees and agents of Contractor and Subcontractors are informed of the
applicable provisions of the Safety Program.
c. Provide designated safety personnel at the Work site whose responsibilities shall include:
i) Regular inspection of the Work site for compliance with federal, OSHA, state and local
safety and health laws and regulations relating to work safety and health.
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ii) Maintenance of a detailed written record evidencing the conduct of inspections of the
Work site, the detection of acts or practices by employees or agents of Contractor or
Subcontractor that are not in compliance with the Safety Program or applicable law,and
the corrective action taken by Contractor to maintain compliance with the Safety
Program and applicable law.
iii) Conducting weekly meetings with employees and agents of Contractor and
Subcontractor to discuss matters related to the Safety Program and compliance
therewith.
iv) Implementation and adherence to the Safety Program, including without limitation the
undertaking of corrective action to maintain adherence to the Safety Program and
applicable law.
d. Provide personal protective equipment ("PPE") for all employees and agents of Contractor
and all Subcontractors,as required by OSHA.
e. Immediately report to IPC all incidents, including without limitation, accidents, injuries and
all incidents involving the public or other utilities, arising out of or in connection with the
Work.Additionally,within 48 hours of the incident,Contractor shall provide to IPC a written
incident investigation report in substantially the same form included in Annex A to the
Agreement or,if no form is included in Annex A,then in a form acceptable to IPC.
GC-5.4.2 Notwithstanding IPC's rights in Section GC-33, if IPC observes and is aware of a practice or
condition which poses an immediate threat of personal injury or harm at the Work site, IPC
reserves the right to direct Contractor to immediately eliminate such practice or condition.If IPC
does direct Contractor to immediately eliminate such practice or action, Contractor shall cease
all activities to the extent necessary to avoid the risk of imminent harm or injury at the Work
site.
GC-5.4.3 None of the rights retained by IPC as herein specified shall be interpreted to,nor shall create
any obligation on the part of IPC to conduct Work site safety inspections,or to otherwise develop
or implement a Work site Safety Program or practices, or assume any responsibility for safe
conditions of the Work site,the same being the sole and exclusive responsibility of Contractor.
GC-5.5 Contractor's Employees.
GC-5.5.1 Contractor shall immediately remove from the Work and the Work site, any person who is,
may be, or appears to be, creating any unsafe condition, disorder or disruption, or who is
disposed to be disorderly, or who is not skilled or competent to perform the Work, and such
person shall not thereafter be permitted on the Work site.
GC-5.5.2 Contractor acknowledges and agrees that certain portions of the Work may be specialized
work appropriate for workers skilled not only in the general trade but also for workers who have
specialized expertise in the particular line of Work required. Contractor agrees that such Work
shall be performed by workers who are skilled and specialized in the Work to which they are
assigned. Contractor is solely responsible for making sure that all of its employees and workers
have been adequately trained for the Work to which they are assigned. Upon request by IPC,
Contractor shall provide evidence of required licenses and certifications.
GC-5.5.3 None of the Contractor's superintendents,supervisors,or engineers may be withdrawn from
the Work without Contractor providing due written notice to IPAR; provided, however,that no
such withdrawal shall be made if it will jeopardize successful completion of the Work.
GC-5.6 Provisions Relating To Labor and Rates of Wages.
GC-5.6.1 Contractor shall be responsible for maintaining labor relations policies and procedures in
such a manner as to reasonably provide harmony among workers, and shall invoke National
Labor Relations Board procedures for the resolution of jurisdictional disputes when available
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and appropriate. Contractor shall cooperate and require its Subcontractors to cooperate with
IPC and other contractors in establishing and maintaining Work rules and practices as needed
in the general interest of the Project and Work, and shall cooperate insofar as is lawful and
practicable in achieving the prompt resolution of labor disputes at the Project; provided that,
Contractor and IPC shall each separately and solely be responsible for labor relations policies as
they affect their own employees. Contractor shall inform IPC in writing of developments in labor
relations or collective bargaining which may result in picketing or Work stoppages at the Project.
Contractor shall ensure Subcontractors comply with these provisions with respect to
cooperation on labor relations. Contractor shall be responsible for paying, and for requiring
Subcontractors to pay,all employees performing Work at the Project wages and benefits not less
than that required by law, or by applicable labor agreement in the case of unionized
Subcontractors, or by applicable wage and personnel policies in the case of nonunion
Subcontractors.Contractor and Subcontractors shall be responsible for compliance with all state
and federal laws, ordinances, regulations, and statutes dealing with labor relations that are
applicable to said Contractor's and Subcontractor's employees, including without limitation,
laws dealing with maximum hours of Work and overtime premium pay.
GC-5.7 Weapons and Intoxicants.
GC-5.7.1 Contractor shall not permit the possession or use of weapons upon the Work site or upon
any premises occupied or controlled by Contractor pertaining to the Work. While performing
Work for IPC, Contractor, Subcontractors at all tiers,and their respective employees and agents
shall not possess, use, sell or be under the influence of alcohol, drugs, or other controlled
substances (excluding those used or possessed pursuant to a valid prescription and which do
not adversely affect the Work).
GC-5.8 Materials, Equipment,and Tools.
GC-5.8.1 Contractor shall, at its expense, furnish all material, labor, tools, false work, scaffolding,
cribbing, rigging, water, air, steam, electrical energy, equipment, supplies, and all other
miscellaneous items that may be required to accomplish the Work,unless otherwise specifically
stated in the Contract Documents. Contractor shall mark all of its tools and equipment so that
they can easily be identified as belonging to Contractor.
GC-5.8.2 Contractor shall transport,store,and protect all IPC-furnished materials and equipment after
issuance or transfer from IPC to Contractor or its agents and shall be responsible for the IPC-
furnished materials and equipment throughout the performance of the Work. Contractor shall
be solely liable for any damage (whether to person or property),loss, or theft to IPC- furnished
materials or equipment once the materials or equipment are issued or transferred to Contractor
until such time as Final Completion of the Work or until excess materials and all equipment are
returned in undamaged condition to IPC's designated warehouse, storage yard, or other IPC-
designated location. Contractor shall maintain appropriate insurance to fully protect IPC's
interest set forth in this Section.
GC-5.8.3 Contractor shall return to IPC's designated salvage, warehouse, or other IPC-designated
location all excess, unused, salvaged and scrap material removed from existing installations to
IPC's designated salvage, warehouse, or other IPC-designated location unless otherwise
specifically stated in the Contract Documents or unless specifically authorized otherwise in
writing by IPC.
GC-5.9 Protection of the Work.
GC-5.9.1 Contractor shall take all precautions necessary to protect the Work,shall be responsible for
the protection and safekeeping of the Work, and shall maintain all lights, guards, signs,
temporary passages, or other protection necessary for that purpose. All Work shall be done at
Contractor's risk, and Contractor shall promptly repair or replace any loss or damage resulting
from fire or from any other cause free from all expense to IPC. Contractor shall be responsible
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for any loss or damage to material, tools, equipment or other articles used or held for use in
connection with the Work. Contractor shall perform the Work to completion without damage to
any Work, Collateral Work, or property of IPC or of others and without interference with the
operation of existing machinery or equipment.
GC-5.10 Cleaning Up.
GC-5.10.1 As a part of the Work, Contractor shall completely remove and satisfactorily dispose of all
temporary works;shall tear down and dispose of all temporary buildings;shall remove or grade,
to the extent directed, all embankments or cofferdams made for construction purposes; shall
restore all temporary rights-of-way and Access Roads; shall satisfactorily fill excavations as
directed; shall remove all construction plant and equipment; shall satisfactorily dispose of all
rubbish and waste resulting from operations under the Contract Documents; and shall do all
work necessary to restore the Work site to at least as good an order and condition as at the
beginning of the Work. If Contractor fails to clean up as provided in this Section, IPC may do so
and the cost thereof shall be charged to the Contractor and withheld from IPC's pay to
Contractor.
GC-5.11 Record Documents/As-Builts.
GC-5.11.1 Contractor shall maintain in a safe place at the Project site two record copies of all Drawings,
Specifications, Change Orders, Directives, and Work Clarifications in good order and annotated
to show changes made during construction. These Record Documents, together with all
approved Samples and a counterpart of all approved Shop Drawings,shall be available to IPC for
reference at all times during and at the completion of the Work. These Record Documents,
Samples, Shop Drawings, operation and maintenance manuals, performance curves, and other
Project data shall be delivered to IPC prior to Substantial or Final Completion of the Work,as set
forth in Exhibit C to the Agreement.
GC-5.12 Weekly Meetings and Reports.
GC-5.12.1 When requested by IPC, Contractor and designated Subcontractors shall participate in
weekly meetings with IPC and other necessary and desired persons and entities. Such meetings
shall be held at the Project site unless approved otherwise by IPC. Contractor shall prepare,
circulate,and correct minutes of such meetings. Contractor shall also prepare and submit to IPC,
no less frequently than monthly, written reports on the progress of the Work in such form and
in such detail as reasonably required by IPC.
GC-5.13 Three-way Communication Training.
GC-5.13.1 To the extent any of Contractor's employees, or the employees of any Subcontractor, may
engage in oral two-party, person-to-person communication with IPC personnel by means of a
two-way communication system to obtain or release clearance orders and/or perform
switching activities related to the Work,and in accordance with the requirements of the North
American Electric Reliability Corporation's mandatory standard COM-002—Operating
Personnel Communications Protocols, all such employees shall receive three-way
communication training prior to commencement of any Work under this Agreement.Contractor
shall ensure, and shall certify pursuant to a signed attestation form ("Attestation Form"), that
such three-way communication training has been provided its employees, and the employees
of any Subcontractor, who may engage in any of the activities described in this Section GC-
5.13.1.Contractor shall submit all completed Attestation Forms to IPC within 10 days following
commencement of Work under this Agreement.If requested by IPC,Contractor shall provide an
updated Attestation Form.
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GC-6 CONTRACTOR INFORMED AS TO CONDITIONS
GC-6.1 Contractor acknowledges and agrees that it has examined all the available records and has
conducted a field examination of the Project site and right-of-way; and that it is informed of the
subsurface conditions and surface and subsurface water conditions to be encountered,the character
of equipment and facilities needed for the prosecution of the Work, the location and suitability of all
construction materials,the quantities in the various sections of the Work,the local weather and labor
conditions, laws applicable to the Work, and all other matters in connection with the Work and
services to be performed under the Contract Documents. Any errors, inconsistencies, or omissions
discovered or reasonably known to Contractor during this examination shall be reported promptly in
writing to IPC.
GC-6.2 Any records of subsurface condition, water records, or other observations that may have been
made by IPAR or IPC have been made in good faith. Such records may be made available to Contractor
for its information; provided that IPC makes no expressed or implied representation, warranty, or
guarantee as to the accuracy of the records or any interpretation of them. Contractor agrees that it
has formed its own opinions of the character of the Work to be performed and of materials to be
excavated from its own inspection of the site and its own interpretation of records and review of the
Contract Documents.
GC-6.3 Contractor further agrees that the Contract Price and Approved Schedule is based on its own
knowledge and judgment of the conditions and hazards involved, and not upon any representations
of IPC or IPAR.
GC-6.4 Contractor acknowledges and agrees that it has examined the Contract Documents. Any design
errors or omissions discovered by Contractor during this review shall be reported promptly in writing
to IPC.
GC-6.5 Contractor recognizes that electronic media or CADD form (collectively "CADD Files") are not
intended to be used for construction, are not Construction Documents under the terms of the
Agreement and may result in variances when plotted.Any use of any kind or any changes of any kind
to the CADD Files will be at the Contractor's sole risk, and without liability, risk or legal exposure to
IPC or its members, partners, officers, directors, agents, and employees or IPC consultants or
contractors. In the event Contractor or Subcontractor, uses the CADD Files, Contractor shall release
and,to the fullest extent permitted by law,indemnify,hold harmless and defend IPC and its members,
partners,officers,directors,agents,and employees and IPC consultants from,for,and against any and
all claims,demands,losses,expenses,damages,penalties and liabilities of any kind, including without
limitation attorneys' fees and costs, arising out of or relating in any way to such use of or change to
the CADD Files.
GC-7 INTERPRETATION AND MODIFICATION OF CONTRACT DOCUMENTS
GC-7.1 The intent of the Contract Documents is to describe a functionally complete Project to be
constructed. Contractor agrees and acknowledges that any labor,documentation, services,materials,
or equipment that may be reasonably inferred from the Contract Documents or from prevailing
custom or trade usage as being required to produce the intended result will be provided by
Contractor,whether or not specifically called for,at no additional cost to IPC. The Contract Documents
are to be construed as complimentary.What is required by one shall be considered to be required by
all.In the case of conflicts,ambiguities or inconsistencies in the Contract Documents, Contractor shall
request interpretation from IPC, and IPC shall promptly provide clarification to Contractor, which
interpretation shall be binding on Contractor and IPC.
GC-7.2 Contractor agrees that all claims of Contractor,including without limitation,questions concerning
interpretation,clarification of this Agreement,the acceptable fulfillment of this Agreement on the part
of Contractor shall be submitted in writing to IPC for determination within seven Days of discovery.
Contractor agrees that Contractor's failure to ask for a determination within the time allotted shall
constitute a waiver by Contractor of all of its rights to future claims,judicial or otherwise.
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GC-7.3 IPC will issue all determinations,instructions,and clarifications within 14 Days and shall be final,
unless the Contractor files with IPC, within 14 Days after IPC notifies Contractor of any such
determination, instruction or clarification, a written protest stating clearly and in detail the basis
thereof.IPC will issue a decision in writing upon each such protest within 14 Days of receipt of protest,
and its decision will be final.At all times, Contractor shall proceed with the Work in accordance with
the determinations, instruction, and clarifications of IPC. Contractor shall be solely responsible for
requesting instruction or interpretations and shall be solely liable for any cost and expense arising
from its failure to do so. Contractor agrees that Contractor's failure to protest IPC's determinations,
instructions, clarifications, or decisions within 14 Days after receipt thereof shall constitute a waiver
by Contractor of all of its rights to further protest or make a claim,judicial or otherwise.
GC-7.4 Changes to the Contract Documents may only be made by a Change Order or amendment to the
Contract Documents executed by both Parties.
GC-8 TIME AND ORDER OF COMPLETION
GC-8.1 Time limits stated in the Agreement and Contract Documents are of the essence of the Agreement.
Contractor agrees and acknowledges that it shall achieve Substantial Completion on or before the
Guaranteed Substantial Completion Date,and that all Work shall be completed bythe Final Completion
Date. If requested by IPC, on or prior to the date specified in the Special Conditions (Exhibit C to the
Agreement), Contractor shall submit to IPC a progress construction schedule in the form of a critical
path method diagram which specifies the dates on which Contractor plans to begin and complete
various parts of the Work and shall contain dates in all respects consistent with the Milestone Date(s),
Guaranteed Substantial Completion Date, and Final Completion Date. The schedule shall identify all
Work activities and events that are critical to ensuring Substantial Completion and Final Completion
of the Project and the Work by and in conformance with the dates set forth in the Agreement and
Contract Documents, including coordination between submittal and Shop Drawing approvals and
related Work activities, and coordination with other contractors performing work for IPC. The
schedule shall identify in reasonable detail all phases of construction, all Work activities (including
without limitation procurement,submittal,and Shop Drawing activities),and all events that will occur
during performance of the Work, and shall graphically represent the logical sequence of such phases
of construction,Work activities, and events that will occur on the Project. The schedule shall include
work activities to be performed by IPC and those working for, through, or on behalf of IPC. The
schedule shall also be in a form (including machine-readable electronic format if requested by IPC)
and with contents acceptable to IPC, and upon review and acceptance by IPC, the schedule shall
become Exhibit E to the Agreement.In the event Contractor submits a schedule in a form unacceptable
to IPC, Contractor shall promptly revise the same in accordance with the requirements and
recommendations of IPC and shall resubmit the revised schedule for acceptance. When IPC has
approved a schedule, the schedule shall be acknowledged through any of (a) the initials of both
Contractor and IPC on each page of the accepted schedule, (b)physical marking by IPC of the schedule
with the word "Approved" or words or phrases of similar import, (c) execution via signatures on the
schedule by IPC and Contractor, or (d) written acknowledgment (by electronic means or otherwise)
of IPC that makes it clear from the context that the schedule is approved. The accepted schedule so
marked or acknowledged, along with all dates set forth in the Agreement and Contract Documents,
shall be referred to as the"Approved Schedule". Contractor shall provide an electronic version of the
Approved Schedule when requested by IPC.
Contractor shall monitor the progress of the Work for conformance with the Approved Schedule and
shall, on a monthly basis, submit to IPC written updates reporting the actual status of the Work as
compared to the Approved Schedule. Contractor's written updates shall reflect the reasons (to the
best of Contractor's knowledge) for deviation, if any, from the Approved Schedule; impacts upon the
schedule caused by Change Orders; and shall reflect the progress of the Work achieved by the
Contractor during the previous update period. Contractor is responsible for coordinating its own
schedules, including, without limitation, the schedules of Subcontractors, as well as construction-
related activities of others. Contractor acknowledges and agrees that other contractors and IPC may
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be performing work related to the Project and that Contractor will need to coordinate its Work around
the work of those contractors and IPC.
GC-8.2 Changes to the Approved Schedule may only be made by a Change Order or amendment to the
Contract Documents executed by both Parties.
GC-8.3 At all times during the performance of the Work,Contractor shall monitor the progress of the Work
to ensure progress is achieved in accordance with the Approved Schedule.In Project updates required
under Section GC-8.1,Contractor shall promptly advise IPC of any delays or potential delays that may
negatively impact the progress of the Work or that may jeopardize Substantial Completion or Final
Completion of the Project and the Work by and in accordance with the dates and times set forth in the
Approved Schedule. In the event Contractor advises IPC of such delays or potential delays, Contractor
shall provide IPC a written plan to recover such delays that shall set forth any changes in schedule
logic,the performance of overtime work,the performance of shiftwork,and the use of additional labor
required to recover the identified delay.
Contractor acknowledges that the Approved Schedule contains Float. Contractor agrees that all Float
on the Approved Schedule may be consumed by Contractor or IPC as necessary. In the event the
Contractor or IPC have competing need for the use of Float,then the Float at issue shall be allocated
equally between the parties. Use of Float by either party shall be without liability to the other for
adjustments in the Contract Time or Contract Price, or for any additional payment of any sort by
reason of the loss or use of any Float.
GC-8.4 IPC,for any reason,may require the Contractor at any time to perform any portion of the Work on
an overtime or shiftwork basis.If IPC requires overtime or shiftwork,the premium portion of the labor
cost to perform such overtime or shiftwork shall be considered Additional Work, provided IPC has
required such to accelerate the Approved Schedule and promote IPC's interest. Overtime work or
shiftwork required to enable Contractor to meet the Approved Schedule as required in Section GC-
8.1, or to correct Defective Work, or to otherwise serve Contractor's interest,is not Additional Work.
The Contract Price,the Approved Schedule,or both will be appropriately adjusted pursuant to Section
GC-17.3 for all overtime or shiftwork constituting Additional Work. Such adjustments in Contract
Price shall be limited to the Contractor's direct costs for the performance of overtime or shiftwork,
and shall not include overhead and profit. In no event will the Contractor be entitled to recovery of
indirect costs or impact costs associated with the performance of such overtime or shiftwork,
including without limitation, costs related to inefficiencies that arise out of performance of Work
under overtime or shiftwork conditions,the stacking of trades,or other like indirect or impact costs.
GC-8.5 If IPC determines that Contractor's performance of the Work is not in accordance with the
Approved Schedule, or that Contractor has failed to reach the level of completion required by the
Approved Schedule, IPC shall have the right to direct the Contractor to accelerate the progress of
construction.Without waiving any other right or remedy it may have under the Contract Documents,
IPC may direct the Contractor to accelerate the progress of construction by (1) working additional
shifts; (2) working overtime; or (3) supplying additional manpower, materials, and equipment
necessary to meet the Approved Schedule. Upon receipt of such a request from IPC, Contractor shall
immediately implement the corrective measures directed by IPC until the progress of the Work meets
the requirements of the Approved Schedule. IPC's request that Contractor accelerate the progress of
performance of the Work under this Section GC-8.5 shall not constitute Additional Work and is for the
sole purpose of ensuring the Contractor's maintenance of the Approved Schedule.
GC-8.6 Contractor shall coordinate Work with IPC and those working for,through,or on behalf of IPC.IPC
may require Contractor to make reasonable changes in the sequence of Work at any time during the
performance of the Work in order to facilitate the performance of work by IPC or those working for,
through, or on behalf of IPC. To the extent such changes materially affect (whether by increasing or
decreasing) Contractor's time and costs, were not reasonably anticipated, and the procedures of
Section GC-15 below have been complied with, the Approved Schedule and Contract Price may be
equitably adjusted as provided in Section GC-15.
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GC-9 SCHEDULE OF VALUES OR PROGRESS PAYMENT SCHEDULE
GC-9.1 If required in the Special Conditions (Exhibit C to the Agreement), Contractor shall submit to IPC:
(a) a schedule of values apportioning the value,as a percent of the total Contract Price, of each phase
or division of Work ("Schedule of Values"); or, (b) a schedule of payment milestones and applicable
progress payments to be made upon IPC's determination that Contractor has achieved such payment
milestones (a"Progress Payment Schedule"). The Schedule of Values or Progress Payment Schedule,
as applicable,shall be in a form acceptable to IPC and shall become part of the Contract Documents as
Exhibit F to the Agreement.
The Schedule of Values will include an approximate dollar value (or percentage of the Contract Price)
associated with each Work component or the Progress Payment Schedule will include a dollar amount
(or percentage of the Contract Price) associated with each applicable payment milestone.The cost of
Contractor's overhead, fee, and construction indirects shall be included in the Schedule of Values or
Progress Payment Schedule, as applicable. The summation of the dollar amount allocated to each
Schedule of Values or Progress Payment Schedule component shall be equal to the Contract Price.
Contractor agrees that the cost specified for each component of Work in the Schedule of Values or
Progress Payment Schedule is a representative estimate of the anticipated cost of completion;
however, IPC and Contractor acknowledge that the actual cost of completion of a particular
component of Work may ultimately differ from that specified in the Schedule of Values or Progress
Payment Schedule. Neither the Contract Price nor the dollar values for components of Work listed on
the Schedule of Values or Progress Payment Schedule shall change based upon actual costs for
applicable components.
The Schedule of Values or Progress Payment Schedule, as applicable, shall be amended by the
Contractor during the course of the Work,not less often than monthly,for approval by IPC,to account
for any Change Orders issued during such monthly period. The Schedule of Values or Progress
Payment Schedule, as applicable, will be incorporated into the Contract Documents only following
approval by IPC in writing. Approval of the amended Schedule of Values or Progress Payment
Schedule,shall be represented by any of(a)the initials of both Contractor and IPC on each page of the
Schedule of Values or Progress Payment Schedule, (b) physical marking by IPC of the Schedule of
Values or Progress Payment Schedule, with the word "Approved" or words or phrases of similar
import, (c) execution via prominent signatures on the Schedule of Values or Progress Payment
Schedule,by IPC and Contractor, or (d) written acknowledgment (by electronic means or otherwise)
of IPC that makes it clear from the context that the Schedule of Values or Progress Payment Schedule
is approved.
GC-10 UNIT PRICE WORK AND ESTIMATED QUANTITIES
GC-10.1 Contractor acknowledges and agrees that the IPC is not a guarantor of the estimated quantities
of any unit price items stated in the Contract Documents or subsequently agreed upon, and that IPC
shall not be required to purchase any minimum amount of Unit Price Work. If the Agreement
specifically provides that all or a part of the Work is to be Unit Price Work(by inclusion of a Schedule
of Unit Prices in the Agreement or by other written document included in the Contract Documents
stating that all or a portion of the Work will be considered Unit Price Work),Contractor agrees that it
shall not be entitled to additional compensation for anticipated profits, for loss of profits or for any
damages in the event (i) there is a difference between the quantities of the various kinds of Work
actually performed or materials actually delivered and the estimated quantities of labor,materials or
equipment set forth in the Contract Documents; or (ii) no Work is ordered under certain unit items.
Unit prices are inclusive of all costs for the Unit Price Work,including but not limited to costs of labor,
services, materials, equipment, tools, supervision, insurance, bonds, applicable taxes, and overhead
and profit for that Work. No other mark-up whatsoever will be allowed on items or units within the
Schedule of Unit Prices.
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GC-11 SUBMITTALS
GC-11.1 Contractor shall submit Drawings, Samples, product data, and other documents as required by
IPC to IPC for review and approval. IPC, at its sole discretion, may require Contractor to develop a
Schedule of Submittals. If IPC requires a Schedule of Submittals, Contractor shall submit Shop
Drawings and Samples in accordance with that Schedule of Submittals.
a. Shop Drawings.
i) Contractor shall submit a minimum of four copies of Shop Drawings to IPC.
ii) Data shown on Contractor's Shop Drawings shall be complete with respect to quantities,
dimensions,specified performance and design criteria,materials,and similar data to show IPC
the services, materials, and equipment Contractor proposes to provide and to enable IPC to
review the information for the limited purposes required by Section GC-11.4.
b. Samples.
i) Contractor shall submit two Samples, unless Contractor requests a returned Sample.
Contractor shall clearly identify each Sample as to material, supplier, pertinent data such as
catalog numbers,the use for which intended and other data as IPC may require to enable IPC
to review the submittal for limited purposes as required by Section GC-11.4.
GC-11.2 If a Shop Drawing or Sample is required by the Contract Documents or the Schedule of Submittals,
any related Work performed prior to IPC review and approval of the pertinent submittal will be at the
sole expense,risk or removal,and responsibility of Contractor.
GC-11.3 Submittal Procedures:
a. Before submitting each Shop Drawing or Sample submittal, Contractor shall have reviewed and
coordinated each Shop Drawing or Sample with (i) other Shop Drawings and Samples related to
the Work, (ii) the requirements of the Work, (iii) the Contract Documents, and (iv) the site
conditions. Contractor shall also have determined and verified:
i) All field measurements, quantities, dimensions, specified performance and design criteria,
installation requirements, materials, catalog numbers, and similar information with respect
thereto;
ii) The suitability of all materials with respect to intended use, fabrication, shipping, handling,
storage,assembly,and installation pertaining to the performance of the Work;and
iii) All information relative to Contractor's responsibilities for means, methods, techniques,
sequences, and procedures of construction, and safety precautions and programs incident
thereto.
b. Contractor's submittals shall each bear a stamp or specific written certification that Contractor
has satisfied Contractor's obligations under the Contract Documents with respect to Contractor's
review and approval of that submittal.
c. With each submittal, Contractor shall give IPC specific written notice of any variations that the
Shop Drawing or Sample may have from the requirements of the Contract Documents.
Contractor's written notice shall be both a written communication separate from the Shop
Drawings or Sample submittal;and,in addition,by a specific notation made on each Shop Drawing
or Sample submitted to IPC for review and approval of each variation.
GC-11.4 IPC's Review
(i) IPC will provide timely review(within 30 Days)of Shop Drawings and Samples.IPC's review
and approval is solely to visually determine if the items encompassed within the submittals will,
upon proper installation or incorporation in the Work by Contractor, be compatible with the
design concept of the completed Project as a functioning whole as indicated by the Contract
Documents. If IPC does not respond to the submission of a submittal within the 30 Days, then
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Contractor shall provide IPC with written notice of IPC's failure to respond in a timely manner, (ii)
inform IPC whether the delay has an impact to any specific activities in the Approved Schedule,
and (iii) provide IPC a detailed explanation of the impact to the schedule.
b. IPC's review and approval will not extend to means,methods,technique,sequences,or procedures
of construction (except where a particular means, method, technique, sequence, or procedure of
construction is specifically and expressly called for by the Contract Documents) or to safety
precautions or programs incident thereto.The review and approval of a separate item as such will
not indicate approval of the assembly in which the item functions.IPC's review and approval shall
not constitute acceptance of any Work, and shall not limit IPC's rights and remedies under this
Agreement or law in any way.
c. IPC's review and approval shall not relieve Contractor from responsibility for any variation from
the requirements of the Contract Documents unless (i) Contractor has complied with the
requirement of Section GC-11.3.c, and (ii) IPC has given written approval of each such variation
by specific written notation thereof incorporated in or accompanying the Shop Drawing or
Sample. IPC's review and approval shall not relieve Contractor from responsibility from
complying with the requirements of Section GC-11.3 or any other requirements of the Contract
Documents.
GC-11.5 Resubmittal Procedures. Contractor shall make corrections required by IPC and shall return the
required number of corrected copies of Shop Drawings. Contractor shall submit new Samples for
review and approval if required by IPC.Contractor shall direct specific attention in writing to revisions
other than the correction called for by IPC on previous submittals. IPC may, at its sole discretion,
require Contractor to reimburse IPC reasonable rates for IPC's review of Contractor's resubmittals.
GC-12 PRODUCT SUBSTITUTION
GC-12.1 Contractor shall submit to IPC for IPC's review and approval,data on all materials and equipment
that differ in any respect from materials and equipment specified in the Specifications,Drawings,and
the Contract Documents. Materials proposed by Contractor and Subcontractors for use in Work not
specifically mentioned in the Specifications shall be included and highlighted.
GC-12.2 Contractor acknowledges and agrees that if the name,brand,or model of a manufacturer's article,
product,item of equipment, or system is specified,it shall be used as a measure of quality and utility
or as a standard. No intent to limit competition shall be inferred or implied. If more than one
manufacturer's name is specified, the first named manufacturer is the basis of design. Second, third,
and subsequent named manufacturers shall be considered substitutions.
GC-12.3 If Contractor desires to use another brand or manufacture of quality,appearance,and utility equal
to the product specified, Contractor shall request substitution as provided herein. IPC will either
accept or reject the substitution, and IPC's decision shall be final. Unless substitutions are requested
and approved as provided herein, deviations from the Drawings, Specifications, and Contract
Documents will not be permitted.
GC-12.4 Requests for substitution will be considered by IPC only if Contractor complies with the following
procedures:
a. Submits complete technical data, including drawings; complete performance specifications; test
data and tests as may be required by IPC; and samples of the article proposed for substitution as
applicable.
b. Submits comparative data on the material, equipment, or system to be replaced by the proposed
substitution.
c. Includes in the transmittal letter a signed statement that the proposed substitution is in full
compliance with the Contract Documents.
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d. Submits requests for substitutions to IPC in duplicate.
e. Submits requests for substitutions that contain not less than the following information in the
headline or subject of the transmittal letter:
i) Project Title.
ii) Subject(Unit or Division of Work).
iii) Drawing and Specification references; Drawing number and detail; Specification section,
Article, Paragraph,and Subparagraph.
GC-12.5 IPC will consider the service of the proposed substitution in its evaluation of the substitution.IPC
may require data on not less than three readily accessible, comparable installations of the item
proposed for substitution completed in the five years prior to the Contractor's request for the
substitution. IPC may also require Contractor to furnish to IPC a written warranty with adequate
safeguards, assuring satisfactory performance of a proposed substitute item or system for a stated
minimum period of time.
GC-12.6 IPC may reject a proposed substitution for any reason,including without limitation,if a proposed
substitution requires changes in related Work, which in the opinion of IPC, constitutes a deviation
from Contract Documents or aspects of design.
GC-12.7 Contractor shall be responsible for changes in other parts of the Work caused by a substitution
at no additional cost to IPC.
GC-12.8 Contractor shall not proceed with a substitution until IPC has accepted the substitution in writing.
Such acceptance shall not relieve the Contractor from complying with the requirements of the
Drawings, Specifications,and Contract Documents.
GC-12.9 Substitutions submitted to IPC that do not comply with the above requirements will be returned
to Contractor without review. Contractor shall furnish originally specified items unless a request for
substitution is submitted and accepted by IPC in writing in accordance with above requirements.
GC-13 INSPECTION,COVERED WORK,DEFECTIVE WORK,AND RIGHT OF ACCESS
GC-13.1 Contractor agrees that IPC may, at its sole discretion, perform inspections of all Work,including
without limitation, any material and equipment furnished by Contractor. Contractor shall furnish to
IPC and its agents, access at all times to the Work and to the premises used by Contractor, and shall
cooperate with and make reasonable accommodations for inspections, including without limitation
temporarily discontinuing portions of the Work or uncovering or disassembling portions of the Work.
Contractor agrees that IPC shall not have any duty to make such inspections, and that any inspection
by IPC shall not limit IPC's rights and remedies in anyway. Contractor agrees that visits or inspections
by IPC shall not be construed to create an obligation on the part of IPC to make on-site inspections or
observations to check the quantity or quality of the Work.IPC shall neither have control over nor have
charge of, nor be responsible for, the construction means, methods, techniques, sequences or
procedures, or for the safety precautions and programs in connection with the Work, since these are
Contractor's responsibilities under the Contract Documents. IPC's inspection of the Work shall not
relieve Contractor of any obligation or responsibility under the Contract Documents, including
without limitation, its responsibility to construct the Work in compliance with the Contract
Documents.
GC-13.2 If, prior to Final Completion of the Work and without limitation to any other remedies available
to IPC, the Work or any portion thereof is found to be defective, out of compliance with Contract
Documents, or shall be damaged in whole or in part by Contractor or those working through, for, or
on behalf of Contractor, Contractor agrees to promptly repair or replace such defective Work or
damage in a manner satisfactory to IPC and without adjustment to Contract Time or Contract Price.In
no case shall defective,non-conforming, or imperfect Work be deemed to be accepted by IPC.
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GC-13.3 At the request of IPC, Work that has been covered prior to inspection shall be uncovered by
Contractor for the purpose of inspection. If the Work uncovered under this Section was required to
have been inspected prior to covering or is determined to be defective or out of compliance with
Contract Documents, then (i) Contractor shall bear the costs of uncovering, remediation or
replacement of the Work, and recovering the Work; (ii) and Contractor's Contract Time or Contract
Price shall not be adjusted.
GC-13.4 If the Work uncovered (i) was not required to be inspected prior to covering by Contractor, and
(ii) is in conformance with Contract Documents, and without defect , then such costs shall be the
responsibility of IPC. IPC shall pay costs at the agreed unit prices for such class of Work. In the event
the work of uncovering materials and the repair or replacement thereof is not covered by agreed unit
prices, IPC shall pay for such work on the basis of actual direct cost of labor,materials,equipment use
and incidental expense, as stated in Section GC-17.3.c., except that no percentage mark-up for
Contractor's overhead and profit shall be added to actual direct cost of labor,materials,equipment use
and incidental expense.
GC-13.5 If Contractor shall fail to repair or replace any defective or non-compliant Work or materials after
reasonable notice,IPC,at its option,may cause such Work or materials to be repaired or replaced,and
the expense thereof shall be charged to Contractor and may be deducted from any amount payable by
IPC to Contractor.
GC-13.6 If during performance of the Work, Contractor or any of its Subcontractors cause damage to IPC
infrastructure or facilities, or to third party-owned property for which IPC is ultimately responsible
for repairing or replacing, IPC may, within its sole discretion, cause such damage to be repaired or
replaced and either: (i) charge Contractor for all expenses incurred by IPC for such repair or
replacement; or, (ii) deduct all expenses incurred by IPC for such repair or replacement from any
amount payable by IPC to Contractor.
GC-14 IPC SUSPENSION OF WORK
GC-14.1 IPC may,without cause,by written order to the Contractor,suspend,delay,or interrupt the Work,
in whole or in part,for such period as IPC may determine.
GC-14.2 Adjustments to the Contract Time for any IPC suspension, delay, or interruption of the Work
effected pursuant to this section shall be made in accordance with the terms of Section GC-15 hereof.
GC-14.3 No adjustment to Contract Time shall be made if the Contractor is or otherwise would have been
responsible for the suspension, delay, or interruption of the Work, or if another provision of these
General Conditions or the Special Conditions (Exhibit C to the Agreement) (if applicable) is applied to
render an equitable adjustment. Not in limitation of the generality of the foregoing, the failure of
Contractor to timely deliver documents required by these General Conditions, including, but not
limited to, the Approved Schedule and the Schedule of Values or Progress Payment Schedule, as
applicable,shall (not in limitation of other rights and remedies of IPC) form the basis of IPC's right to
suspend performance of the Agreement and Work under the Contract Documents until Contractor has
satisfied such obligations, and shall not form the basis for an extension of time for Contractor's
obligations under the Contract Documents, it being understood that Contractor shall at all times
diligently perform all of its obligations under the Contract Documents.
GC-15 DELAY AND DELAY CLAIMS
GC-15.1 Basis of Claim. Contractor may make a delay claim pursuant to Sections GC-15.2 through GC-15.4
("Delay Claims") if all of the following occurs:
a. If Contractor's critical path is delayed at any time in the progress of the Work due to Additional
Work, a Force Majeure Event, or the discovery of undisclosed or concealed Hazardous Materials,
all of which were not reasonably anticipated in the area or time in which the affected portion of
the Work is to be or is being performed;and
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b. If Contractor and any Subcontractor or vendor to either(or any person or entity for whose acts or
omissions any of them are responsible) is without fault in causing such delay;and
c. If such delay could not have been prevented by reasonable precautions by Contractor or
Subcontractor,and
d. If the delay cannot reasonably be circumvented by Contractor or Subcontractor through the use
of alternate sources,work around plans or other means;and
e. If such delay will prevent the Contractor from achieving the Guaranteed Substantial Completion
Date
f. Notwithstanding the provisions in this Section GC-15.1, no extensions of the Contract Time shall
be allowed for delays or suspensions to the extent caused by the acts or omissions of the
Contractor or Subcontractors,or anyone for whose acts or omissions any of them are responsible
(including their respective vendors), or by the failure of such persons or entities to perform as
required by this Agreement.
GC-15.2 Notice of Delay. Upon the occurrence of any Directive, event, or circumstance that causes any
delay to the Work or Project that will prevent the Contractor from achieving the Guaranteed
Substantial Completion Date and the deadlines set forth in the Approved Schedule,and not later than
72 hours after the occurrence of such Directive, event, or circumstance, Contractor shall provide IPC
written notice identifying the Directive,event,or circumstance that will or may give rise to such delay
and the Work activities, Work sequences, and construction phases that will or may be delayed.
Contractor agrees and acknowledges that the failure of Contractor to provide written notice as
required by this Section 15.2 or to acquire the requisite prior written authorization to proceed with
changes to the Work that will or may cause delay arising from a Directive,event,or circumstance shall
result in waiver of Contractor's claim for time extensions for delays arising out of such Directive,
event, or circumstance.
GC-15.3 Delay Claim Procedure. Claims by Contractor for extensions of time as a result of the delay for
which Contractor has given IPC notice shall be submitted in writing to IPC not later than 21 Days after
the occurrence of the delay causing Directive, event, or circumstance that gives rise to Contractor's
claim. Contractor shall be permitted to submit such claims only if it has fully complied with the
requirements of Section GC-15.2, and only if the claim is permitted pursuant to Section GC-15.1.
Contractor's claim for time extension shall specifically identify the delay causing Directive, event, or
circumstance preventing Contractor from achieving the Guaranteed Substantial Completion Date,
shall provide a detailed quantification of the time impact of the delay upon the Work,and shall indicate
how the delay satisfies Section GC-15.1. Contractor's quantification of time impact of such delay shall
include a detailed analysis of the Approved Schedule that (1) identifies the Work activities, Work
sequences, and construction phases impacted by the delay; (2) quantifies the time impact upon each
activity, sequence, and phase; (3) and provides a list of logic changes, if any. Contractor shall also
provide an updated schedule in electronic and paper format. Failure of Contractor to provide such
written claim and detailed analysis to IPC within the timeframe established shall result in waiver of
Contractor's claim for time extension.
GC-15.4 Time Extension. To the extent that IPC determines that it is not possible to revise the Approved
Schedule to accommodate the change without impacting the Guaranteed Substantial Completion Date,
and further determines that the facts justify a change in the Guaranteed Substantial Completion Date,
IPC will:
a. For properly submitted,valid,and approved Delay Claims,IPC will issue a Change Order extending
the Guaranteed Substantial Completion Date for as much time as IPC deems reasonable for
Contractor to complete all or any affected portion of the Work. Contractor shall not be entitled to
additional compensation or delay damages arising out of or related to the claim.
b. If, however, IPC determines that the facts do not justify a change in the Guaranteed Substantial
Completion Date claims for the same will be denied.
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c. No Consequential Damages. Contractor acknowledges and agrees that an extension of the
Guaranteed Substantial Completion Date shall be Contractor's sole and exclusive remedy for any
delay,hindrance,disruption,loss of productivity or inefficiency,of whatever kind,nature or cause,
affecting Contractor's commencement, prosecution, or completion of the Work and Contractor
shall not be entitled to compensation in connection with any such delay, hindrance, disruption,
loss of productivity or inefficiency including,without limitation,direct damages,indirect damages,
consequential damages, impact damages or other similar damages or recoveries,for anyreason.
GC-16 ADDITIONAL WORK
GC-16.1 IPC may direct Additional Work without affecting the validity of the Agreement. All Additional
Work must be authorized by an applicable Directive,Work Clarification,or Change Order. Contractor,
upon receipt of a Directive,Work Clarification, or Change Order, and subject to the terms of Sections
GC-8 and GC-15, shall expeditiously proceed and carry out the Work directed by such written order.
For purposes of clarity, any reduction or deletion in Unit Price Work to an amount less than the Unit
Price Estimate shall not require a Directive,Work Clarification,or Change Order,unless requested by
IPC, it being understood that IPC shall be obligated to pay Contractor only for the actual number of
units of Unit Price Work actually performed or delivered.
GC-16.2 IPC shall have the authority to order changes in the Work that have little or no affect upon either
the cost of the Work or the time required to complete the Work, and such changes in the Work shall
be directed by IPC through a Work Clarification and shall bind IPC and Contractor. Contractor agrees
and acknowledges that no additional compensation shall be paid, no schedule adjustment shall be
permitted, and no reduction in Contract Price shall result from changes ordered by IPC under this
Section 16.2.
GC-16.3 Upon receipt of such Directive, Work Clarification, or Change Order, and subject to the terms of
Sections GC-8 and Section GC-15, Contractor shall promptly proceed with the change in the Work
described therein and shall notify IPC of its agreement or disagreement with the Contract Price,
Approved Schedule,or Guaranteed Substantial Completion Date adjustment or method of adjustment,
if any, described in such written order. If Contractor objects to IPC's proposal or denial of
compensation or Approved Schedule or Guaranteed Substantial Completion Date adjustments, then
Contractor may submit a written claim in accordance with Sections GC-17.1 and GC-17.2 below, but
shall proceed with the Work.
GC-16.4 Any Change Order developed pursuant to Section GC-16 shall be in substantially the form
attached as an annex to the Agreement,or such other form as is acceptable to IPC.
GC-17 CLAIMS FOR ADDITIONAL WORK
GC-17.1 Upon the occurrence of any Directive or Work Clarification by IPC,or event or circumstance that
causes or requires the Contractor to perform what it believes to be Additional Work, and not later
than 72 hours after the occurrence of such Directive, event or circumstance, Contractor shall provide
IPC written notice identifying the event or circumstance that gives rise to such Additional Work and
the impact such work will have on the Approved Schedule. Contractor acknowledges and agrees that
failure of Contractor to provide written notice as required by this Section, or to acquire the requisite
written authorization to proceed with Additional Work arising from a Directive or Work Clarification,
shall result in waiver of Contractor's claims for increase in the Contract Price or extensions of time for
performance of the Work.
GC-17.2 Contractor acknowledges and agrees that claims by the Contractor for Additional Work,seeking
recovery of the cost or expense of such work, shall be submitted to IPC in writing not later than 21
Days after occurrence of the Directive, Work Clarification, event, or circumstance that gives rise to
Contractor's claim. Contractor shall be permitted to submit such claims only if it has fully complied
with the requirements of Section GC-17.1. Contractor's claim for such work shall specifically identify
the Directive, Work Clarification, event, or circumstance causing the performance of such work and
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shall specifically identify the Additional Work performed by the Contractor. Contractor's claim shall
also contain a comprehensive quantity survey and cost accounting of the work Contractor claims as
Additional Work. Contractor agrees that failure of Contractor to provide such written claim to IPC
within the time frame established shall result in waiver of Contractor's claim for such Additional
Work.
GC-17.3 Adjustments to the Contract Price shall be as follows:
a. By applying unit prices (if any) applicable to the Additional Work and agreed to by IPC, such unit
prices being set forth in an Exhibit attached to the Agreement and incorporated therein;or
b. By fixed lump sum adjustment to the Contract Price agreed to by IPC and Contractor;or
c. If neither(a)or(b)above applies,then the Contract Price shall be adjusted in the amount of actual
direct cost of added labor, Contractor-furnished materials, subcontracts and equipment less
estimated savings for deleted labor,Contractor-furnished materials,subcontracts,and equipment,
plus 10% of the net direct cost amount for Contractor's overhead, profit, and indirect costs.
Contractor acknowledges and agrees that the overhead-profit percentage fee shall cover all
Contractor's profit and job site overhead for superintendents, transportation and use of small
tools and equipment not susceptible to classification under transportation equipment or heavy
equipment, general office overhead, insurance, bond, if any, and all other indirect and incidental
expense.
Notwithstanding the foregoing, Contractor acknowledges and agrees that any adjustment to the
Contract Price pursuant to subsections (a), (b),or(c) of this Section GC-17.3 includes all applicable
taxes and costs,including but not limited to, overhead,profit,and markup.
If the Additional Work includes a reduction or deletion in Work,then the reduction or deletion will be
credited to IPC on the basis of reduced Contract Time and accelerated Guaranteed Substantial
Completion Date, or reduction in Contract Price, or both. The amount of credit to be allowed IPC on
the Contract Price under this Section will be the amount of the actual net decrease in cost plus a
deduction in Contractor's overhead-profit by an amount equal to 10%of such net decrease.Except as
otherwise agreed to by IPC, in the event a reduction or deletion in Work is to Unit Price Work, the
reduction to the Contract Price shall be equal to the number of units so reduced or deleted multiplied
by the dollar amount set forth for each unit of such Work in the Schedule of Unit Prices.
GC-17.4 Calculations for purposes of Section GC-17.3.c.shall be based on the following:
a. Labor. IPC shall pay straight-time labor (straight-time payroll) direct costs and overtime labor
(premium payroll) direct costs, for those hours directly involved in completing the Additional
Work.
i) Straight-time payroll is defined as the wage rate paid for hours worked during the normal 40
hour work week.
ii) Premium payroll is defined as a wage rate higher than straight-time, payable for overtime
work. The premium payroll shall not exceed 1.5 times straight-time and will be reimbursed
only if(i) given written approval in advance by IPC,and (ii) overtime is not incurred as result
of Contractor's actions, omissions, delays, defaults, or inefficiencies. The premium pay in
excess of the straight-time rate is not subject to the overhead-profit percentage fee.
b. Subsistence: IPC shall pay subsistence only if Contractor shows that, as a result of the Additional
Work, the workers' number of days on the job were extended and that those workers were
actually being paid subsistence by Contractor prior to and during the time period in question.
Subsistence is not to be included in the hourly payroll rate. Subsistence will be compensated at
the direct cost paid to the employee and is not subject to any markup, overhead, or profit
percentage fee.
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c. Contractor-furnished Materials. Contractor-furnished materials verified by IPC as necessary for
the Additional Work will be compensated at actual invoice cost plus the overhead-profit
percentage fee set forth in Section GC-17.3.c.
d. Subcontracts. Subcontracts at any tier must be approved in advance by IPC for any portions of
Additional Work. IPC has the right,but not the duty,to inspect the contract entered into between
and amongst Contractor and Subcontractor. Subcontract costs will be compensated at actual
invoice cost plus the overhead-profit percentage fee set forth in Section GC-17.3.c.
e. Equipment.
i) For Additional Work involving the use of trucks, tractors, derricks, cranes, and excavators,
Contractor shall be paid for (i) actual use at agreed rental prices not to exceed rental prices of
comparable equipment available to IPC from commercial rental sources, or (ii) at rental rates
not to exceed 60 percent of the monthly rental rates established in the latest edition of the
Rental Rate Blue Book for Construction Equipment,whichever is lower.Hourly rates calculated
using the Rental Rate Blue Book shall be 60 percent times the Blue Book monthly rate divided
by 176. Said rental prices shall include, unless otherwise specifically agreed to,the furnishing
of all necessary power or fuel,lubricating oils and greases,rigging,maintenance and repairs,but
unless otherwise specifically agreed to, shall not include labor for operating purposes.
Contractor's expense of furnishing all gas, oil, lubrication, maintenance and repair (excluding
operating personnel) shall not exceed the operating rates established in the Rental Rate Blue
Book. For heavy equipment (not self-propelled or readily movable), equipment hauling costs
to and from Contractor's nearest equipment yard or nearest project site to the Project will be
paid for at the actual rate paid by Contractor provided that rate does not exceed the average rate
charged for similar transportation by local heavy equipment transporters. Said rental prices
shall determine the complete payment for equipment furnished, including profit,
superintendents,general overhead and other indirect expense.
ii) For Additional Work requiring Rental Equipment, Contractor shall furnish to IPC a detailed
list of equipment by type, size, and proposed rental rate. Hourly, weekly, and monthly rental
rates shall be given for each type of equipment listed. Contractors shall use a rental rate of
monthly,weekly,or hourly,whichever equals to a lesser charge for IPC.
iii) Hourly rates shall be paid only on such time as equipment is in "actual use". Time of"actual
use" is defined as the time equipment is on the Work site actually in use.
iv) Standby will be paid to Contractor during any period of Additional Work to compensate
Contractor for keeping, to the extent required in the notice, its equipment committed to the
Additional Work in a standby status. The standby charge for equipment shall not exceed 25%
of the agreed upon rental rate and will only be made to equipment that is in operable
condition.
GC-18 DISPUTE RESOLUTION
GC-18.1 Except as may be expressly provided elsewhere in the Contract Documents to the contrary, any
dispute arising out of or in connection with this Agreement or its performance, including but not
limited to its validity, construction, or enforcement shall, to the extent possible, be settled amicably
by negotiation between the Parties represented by management of each Party, prior to either Party
taking legal action. Both Contractor and IPC agree to make good faith efforts to resolve any dispute
under the Agreement. Negotiations and meetings conducted pursuant to this Section shall be
confidential and shall be treated as compromise and settlement discussions not admissible in any
legal proceeding involving this Agreement,in accordance with state and Federal Rules of Evidence.
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GC-19 RETAINAGE AND PROGRESS PAYMENTS
GC-19.1 Retainage.From each payment to Contractor,IPC may withhold 5%of the amount otherwise due
after deduction of any amounts as set forth in Section GC-19.2 below;provided however,that IPC may
increase retention to 20% if Contractor fails to provide a performance bond issued by a surety
acceptable to IPC when requested to do so by IPC. IPC may, at its option and in its sole discretion,
reduce the amount to be retained at any time, collect or not collect retainage,or change its retainage
practice at any time during the Agreement without waiving any of its rights under theAgreement.
GC-19.2 Application for Progress Payment. Monthly during performance of the Work, or on such other
schedule as shall be set forth in Progress Payment Schedule, Contractor may make application for
payment that shall include an itemized and detailed invoice and be in conformance with the Schedule
of Values, Progress Payment Schedule, or Schedule of Unit Prices, as applicable. An Application for
Progress Payment that includes a request for payment for Additional Work shall include reference to
the Change Order authorizing the Additional Work and any other substantiating data available to
Contractor and requested by IPC.No payments will be made under the Contract Documents except as
certified by the IPAR. The IPAR will make a determination based on measurement or approximation
of whether the Application for Progress Payment is consistent with the Schedule of Values, Progress
Payment Schedule,Approved Schedule, or Schedule of Unit Prices (each as applicable),and whether
the Application for Progress Payment accords with the IPAR's determination of the amount of Work
performed and materials incorporated into the Work. The IPAR will review Contractor's timeliness
and quality of Work through the date of the Application for Progress Payment; Contractor's payment
status with its employees and Subcontractors;and overall compliance with the Contract Documents in
the performance of the Work. Based on the IPAR's review,the IPAR may either reject the Application
for Progress Payment or authorize payment in whole or in part. The IPAR will only certify payment
for those amounts that the IPAR has no dispute or objection, less retainage, any offsets, prior
payments, and other amounts chargeable to Contractor in accordance with the Contract Documents.
IPC shall only be obligated to pay for materials after the materials have been delivered onsite and
installed in accordance with this Agreement.
GC-19.3 The amount authorized for payment by the IPAR,if any,will be paid by IPC to Contractor within
30 Days of the IPAR's approval of payment. The IPAR shall advise Contractor at the time of
disapproving or nullifying an application for payment of the specific reasons for its disapproval or
nullification. If the reasons for the IPAR's objections or disputes are cured, Contractor may renew its
Application for Progress Payment on those items and submit a revised invoice and application.
Progress payments will only be made upon the IPAR's approved invoices. A progress payment by IPC,
or partial or entire use or occupancy of the Project by IPC,shall not constitute acceptance of Work that
is defective or not in accordance with the Contract Documents.
GC-19.4 As a condition precedent to IPC's obligation to make payment to Contractor for any amount
sought under a Application for Progress Payment, submitted pursuant to the Contract Documents,
Contractor shall provide to IPC upon IPC's request and in a form acceptable to IPC(i)executed waivers
of lien and claim in the amount of Contractor's invoice or Application for Progress Payment, in the
form or substantially the form attached as an annex to the Agreement; (ii) executed waivers of lien
and claim from each Subcontractor for which Contractor seeks payment, in the amount sought by
Contractor in its invoice or Application for Progress Payment; and (iii) a duly executed and
acknowledged sworn statement from Contractor showing all Subcontractors that have provided
Work, the amount of each subcontract Contractor has executed with the Subcontractor, the amount
requested for payment to each such Subcontractor,and the amounts to be paid to and retained by the
Contractor from such progress payment, together with similar sworn statements from all such
Subcontractors.The waiver and release forms submitted by the Contractor shall be conditional as to
the payment sought by the current Application for Progress Payment and shall be unconditional as to
the payment received pursuant to the prior payment Application for Progress Payment.
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GC-19.5 Contractor shall promptly pay each Subcontractor the amount paid to the Contractor by IPC on
account of each Subcontractor's performance of the Work. The Contractor's subcontract agreements
and purchase order agreements shall require each Subcontractor to make payment in a similar
manner to the entities with which it has contracted for performance of the Work. IPC reserves the
right to communicate directly with Subcontractors regarding payment, and to pay such entities
directly or by means of multiple-payee checks as IPC deems necessary to protect its interests.Should
the Contractor withhold payment from any Subcontractors,Contractor shall notify IPC in writing. IPC
may withhold such funds from Contractor until the dispute is resolved; provided that such
withholding does not conflict with applicable law. Nothing in this Section GC-19.5 shall be construed
or interpreted to (i) create a contractual relationship of any kind between IPC, on the one hand, and
Subcontractors on the other; or(ii) place any obligation on IPC to pay Subcontractors.
GC-19.6 Contractor shall continue performance of the Work and shall maintain the progress of the Work
in accordance with the Approved Schedule throughout the duration of any dispute arising out of the
Work or the Agreement, including but not limited to, disputes arising out of Delay Claims made in
accordance with Section GC-15 and disputes arising out of claims for Additional Work, made in
accordance with Section GC-17. If Contractor continues to perform the Work in accordance with the
Contract Documents throughout the duration of such dispute,IPC shall continue to make payments in
accordance with the Contract Documents on undisputed items.
GC-19.7 Notwithstanding anything to the contrary in the foregoing sections, IPC reserves the right, at its
discretion, to withhold payments which may otherwise be due Contractor if (i) Contractor fails to
correct defective, non-conforming, or damaged Work; (ii) Contractor fails to make substantial
progress on the Work; (iii) Contractor fails to ensure Subcontractors are promptly paid; (iv) there is
reasonable evidence of a potential third party claim against IPC related to the Work; (v) there is
reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Price;
(vi) there is reasonable evidence that the Work will not be completed within the Contract Time, and
that the unpaid balance would not be adequate to cover actual or liquidated damages for the
anticipated delay; (vii) Contractor is otherwise in breach of any provision of the Contract Documents;
or (viii) IPC has any other good faith dispute with Contractor.
GC-19.8 Contractor's obligations under this Section GC-19 shall include but not limited to the obligation
to pay all Subcontractors and any other person or entity having construction lien rights regarding the
Project due to their performance of the Contractor's obligations under the Agreement. Contractor
agrees to keep the Project and Work site free and clear of any and all such lien claims filed by any such
person or entity.Within 15 Days after written demand from IPC,the Contractor shall remove any such
lien claim from the Project or Project site by payment, settlement or the furnishing and perfection of
a lien release bond or deposit pursuant to applicable law; upon the Contractor's failure or refusal to
do so, IPC may do so in which event Contractor shall pay IPC's attorneys' fees, costs, disbursements
and expenses so incurred. In addition to all other obligations herein, Contractor agrees to indemnify,
hold harmless, reimburse,and defend IPC and others with an interest in the Project or Project site, if
any, from, for, and against any and all liens referenced in this Section GC-19.8, and actions, suits,
proceedings,costs,disbursements and expenses incurred,including but not limited to attorneys'fees,
related to such liens.
GC-20 SUBSTANTIAL COMPLETION
GC-20.1 The term "Substantial Completion"means when (a)the materials and equipment for the Project
have been installed substantially in accordance with the Contract Documents, are operational, and
have been checked and tested as required by IPC; (b) a Punch List of the uncompleted items (not
impacting the use, occupation and operation of the Project) and dates for completion of those items
shall be established,unless IPC waives in writing completion of Punch List Items; (c) IPC has received
a temporary or final certificate of occupancy, if applicable, and all other governmental approvals
necessary and required for IPC to occupy or utilize the Work or designated portion for its intended
purpose; and (d) IPC can occupy or utilize the Work for its intended use.
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GC-20.2 Not less than five Days prior to Substantial Completion, Contractor shall submit to IPC the
proposed Punch List for the Work.The Punch List shall include a list of Punch List Items, an estimate
of the cost (inclusive of parts, material, labor, supervision, equipment rental costs, and overhead) to
complete each Punch List Items and an estimate of the scheduled date of completion for each Punch
List Item.Within five Days following receipt of such proposed Punch List, IPC shall notify Contractor
in writing that it accepts such Punch List, or IPC shall state its reasons for disagreement with such
Punch List in reasonable detail; provided, however, that IPC's acceptance or rejection in whole or in
part of such Punch List (including the estimate of costs to complete the Punch List Items) shall not
relieve Contractor of its liability to complete each Punch List Item in accordance with this Agreement.
Unless otherwise specified in the Punch List,all Punch List Items must be completed to the reasonable
satisfaction of IPC by the Final Completion Date. If Contractor does not complete a Punch List Item
within the allotted time, IPC shall have the right to complete such item and set off the cost thereof
against any outstanding amounts due Contractor. Notwithstanding any other provision of this
Agreement to the contrary, if the completion of any Punch List Item requires the Work or Project to
be de-activated or inoperable, IPC shall have the option of completing such Punch List Items itself(at
Contractor's expense) or specifying the dates and times when such Punch List Items may be
completed by Contractor.
GC-20.3 When Contractor believes there has been Substantial Completion of the Work, Contractor shall:
i) prepare and submit to the IPAR a Certificate of Substantial Completion in a form acceptable to IPC,
or substantially the form attached as an annex to the Agreement,that will list the items (including all
remaining Punch List Items)yet to be completed or corrected,and will identify a date for each of those
items to be completed or corrected by Contractor;ii)provide to IPC all Record Documents as required
pursuant to Exhibit C. If the IPAR does not agree with the items or representations in Contractor's
Certificate of Substantial Completion, the IPAR will advise Contractor of the changes it requires and
Contractor will revise and resubmit the Certificate of Substantial Completion. After approval by the
IPAR and written acceptance of the Certificate of Substantial Completion by IPC, IPC will take
possession and control of the Project. For purposes of the Contract Documents, the date that
Contractor submits a conforming Certificate of Substantial Completion that is accepted in writing by
IPC shall be deemed the date of Substantial Completion of the Work.
GC-20.4 Within 35 Days following acceptance by IPC of the Certificate of Substantial Completion, the
retention withheld by IPC shall be reduced to the lesser of(i) one hundred fifty percent(150%) of the
estimated value of the Work yet to be completed (including any rework) in accordance with this
Agreement, or (ii) five percent (5%) of the Contract Price; provided, however, that IPC shall not be
required to reduce retention pursuant to this Section if a dispute exists between IPC and Contractor.
GC-21 FINAL COMPLETION
GC-21.1 Notice of Final Completion. Promptly after Contractor determines that Final Completion of the
Work has occurred, Contractor shall issue to the IPAR a Notice of Final Completion in a form
acceptable to IPC,or substantially the form attached as an annex to the Agreement,which shall include
relevant Record Documents as identified in Exhibit C, performance test reports as required by IPC, a
completed Punch List,and the date upon which all of Contractor's Work was completed. After receipt
of the Notice of Final Completion, the IPAR shall respond to Contractor in writing and either accept
such Notice of Final Completion or identify any deficiencies, which deficiencies shall be promptly
corrected by Contractor and the Notice of Final Completion resubmitted to the IPAR. The date the
Notice of Final Completion has been accepted in writingby IPC shall be the Date of Final Completion.
GC-21.2 Final Completion of the Work. Final Completion of the Work, and the date on which Final
Completion of the Work shall have been deemed to occur, shall be when (a) Substantial Completion
has occurred; (b) all Punch List Items,site clean-up,and Restoration has been completed; (c) Record
Documents have been accepted by IPC; (d) Contractor's Notice of Final Completion has been
affirmatively accepted, in writing, by IPC; (e) Contractor has provided IPC with four copies of
Operations and Maintenance manuals; (f) IPC has a final certificate of occupancy and all other
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governmental approvals necessary for IPC to occupy or utilize the Work or designated portion thereof
for its intended purpose; and (g) Contractor shall have returned to IPC all IPC property. Contractor
shall achieve Final Completion of the Work by the Final Completion Date.
GC-21.3 IPC Property. Upon Final Completion of the Work, Contractor, its employees, agents and
subcontractors at all tiers shall return all IPC property (including,without limitation,security access
cards, keys, passwords, tokens, pagers and parking cards) issued to them. Contractor shall be
responsible for replacement cost of any unreturned IPC property.
GC-22 FINAL PAYMENT
GC-22.1 Upon Final Completion of the Work,Contractor shall submit the following to IPC:
a. Final Application for Progress Payment;
b. Release of any and all liens and claims and consent of surety(if applicable);
c. All documents, data,and warranties as provided in these General Conditions;and
d. An affidavit of Contractor, if requested by IPC, that all indebtedness connected with the Work,
including but not limited to,payroll,payments to suppliers,and rentals have been fully and finally
paid;
Within 30 Days of IPC's acceptance of the Notice of Final Completion and IPC's receipt and acceptance
of the information and documents set forth in this Section GC-22.1, IPC shall pay Contractor any
undisputed balance due on the Contract Price and any Change Orders and retention withheld by IPC,
less 150% of the value of any disputed item(s). Acceptance of final payment by Contractor and
Subcontractor shall constitute a complete release of IPC from all claims, including without limitation
all liens as allowed by applicable law (whether statutory or otherwise and including mechanic's or
suppliers' liens, provision of all such final lien releases shall be a condition precedent to payment of
any moneys due); (ii) all potential claims for additional compensation hereunder by Contractor or
Subcontractor with respect to any Work performed or furnished in connection with the Agreement;
and (iii) all potential claims against IPC for any act or omission of IPC or of any other person or entity
relating to or affecting the Agreement and arising prior to the date of such payment.The payment by
IPC shall not be deemed a waiver by IPC of any obligation of Contractor under this Agreement and
shall not constitute a waiver of any claim or right IPC may have at any time against Contractor
including, without limitation, unsettled liens, warranty rights, and indemnification obligations of
Contractor.
GC-22.2 Notwithstanding the provisions in Sections GC-19 and GC-22,the aggregate of IPC's payments to
Contractor, excluding payments provided for under Change Orders, shall not exceed the Contract
Price.
GC-23 WARRANTY OF TITLE/RISK OF LOSS/WARRANTY OF WORKMANSHIP AND QUALITY
GC-23.1 Warranty of Title; Risk of Loss: Contractor warrants that title to all Work included within
Contractor's Application for Progress Payment will pass to IPC no later than the time of payment and
that such title shall be free and clear of liens, claims, security interests or encumbrances of the
Contractor, Subcontractors, or other entities claiming interest in the Project,lands, or improvements
by reason of having provided labor, material or equipment to the Project. Notwithstanding the
passage of title as set forth in this Section GC-23.1, Contractor shall, except as otherwise provided in
this Agreement, bear the risk of loss with respect to, and shall have care, custody and control of, all
materials, equipment, spare parts, supplies and maintenance equipment (including temporary
materials, equipment, and supplies) located within the Project site, off-site,and any other completed
Work until such time as the transfer of care, custody, and control to IPC is effected upon Substantial
Completion of the Work.
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GC-23.2 Contractor represents, warrants, and covenants to IPC that all materials and equipment
incorporated into the Work covered by the Agreement shall be new,of the quality specified and,where
not specified, of a grade suitable for their intended use and in conformance with the Specifications,
Drawings,Samples and other descriptions set forth in the Agreement. Contractor shall,and Contractor
shall cause its Subcontractors,to perform all obligations and Work under this Agreement in a prompt
and diligent manner,and with superior workmanship.Contractor's Work shall be in strict compliance
with the Contract Documents and other requirements referenced in this Agreement. Any Work not
conforming to these requirements, including but not limited to substitutions not properly approved
and authorized,shall be considered defective.Contractor warrants all equipment,materials,and labor
furnished or Work performed by Contractor and Subcontractor under the Agreement against defects
in materials,workmanship,and non-conformities for a period commencing on the Effective Date and
terminating on either(i)two years following Final Completion of the Work,or(ii)the warranty period
otherwise provided by Contractor and Subcontractor, whichever is longer ("Warranty Period").
Contractor's warranty shall not limit the time period within which IPC may exercise its warranty
rights for the reporting of defects and deficiencies which are identified after the expiration of the
Warranty Period but are deemed to have occurred prior to, or during the Warranty Period.
Contractor's equipment and materials warranty shall not limit any other right or remedy available to
IPC for breaches of this Agreement.
GC-23.3 Contractor shall perform such tests as IPC may require to verify that such repairs and
replacements comply with the requirements of the Agreement. Contractor shall pay for all costs
incidental to such repair,replacement and testing,including,without limitation,the value of any IPC-
furnished materials spoiled or damaged by the Contractor's failure to comply with the Contract
Documents,and the removal,replacement and reinstallation of equipment and materials. Contractor
warrants such repaired or replaced work against defective materials and workmanship for a period
of two years from and after IPC's acceptance of the repair and replacement work. Should Contractor
fail to promptly make the necessary repair, replacement and test, or should IPC determine that an
emergency or exigent circumstances exist such that IPC must repair or replace any equipment or
apparatus as promptly as practicable, IPC may perform or cause to be performed the same at
Contractor's expense. IPC reserves the right to have any such repair or replacement work done when
IPC deems advisable. Contractor and its surety or sureties, if any, shall be liable for the satisfaction
and full performance of the warranties and obligations as set forth herein.
GC-23.4 Upon Notice received from IPC during the Warranty Period, Contractor shall,without additional
compensation:
a. Construction: Re-perform or cause to be re-performed any Work that is found to be deficient and
non-conforming in that it fails to meet the standard set out in Section GC-23.2;and
b. Equipment and Materials: Take such steps as may be necessary to repair or replace (at IPC's
option)any equipment or materials found to be defective or non-conforming due to failure to meet
the standards set out in Section GC-23.2. Contractor agrees that Work not conforming to these
requirements, including substitutions not properly approved and authorized,may be considered
defective.
c. This Section GC-23 shall not limit any other remedies available to IPC under this Agreement or
applicable law.
GC-23.5 Warranty Notice: Contractor's warranty obligations and liabilities are conditioned on IPC
delivering notice of an alleged deficiency or defect, after actual discovery thereof by IPC. Any such
Notice of deficiency or defect shall state with reasonable specificity the observation of the deficiency
or defect and the reasons supporting IPC's belief concerning the alleged deficiency or defect.
Contractor shall respond to any such Notice not later than five Days after receipt of any such notice,
and Contractor shall promptly commence the appropriate re-performance, repair, or replacement,
consistent with Section GC-23.4.
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GC-23.6 All warranties or guarantees incorporated into the Project shall be delivered to IPC upon payment
for the same but in no event later than Contractor's final Application for Progress Payment. Final
payment is contingent upon receipt of all such written warranties, which must be valid and
enforceable by IPC. Effective upon the written demand of IPC or upon the insolvency, bankruptcy,
dissolution, or other incapacity of the Contractor, Contractor assigns to IPC all Contractors and
Subcontractors' warranties in materials and equipment and other portions or components of the
Work.
GC-23.7 Contractor shall collect, assemble in a binder and submit to IPC written warranties and related
documents provided by Contractors and Subcontractors, including but not limited to suppliers of
equipment, appliances, and other components of the Project. Contractor shall ensure that all such
written warranties extend to IPC.
GC-23.8 In addition to the warranties set forth in above, Contractor shall make any and all repairs or
replacements resulting from defects in materials or workmanship or non-conforming Work at its own
cost for a period of two years following Final Completion of the Work. In addition to all other
obligations herein, Contractor shall indemnify, defend, reimburse, and hold IPC and the IPC's
employees and agents harmless from all claims,liabilities,losses,actions,awards,costs,expenses and
damages, whether actual or merely alleged and whether directly incurred or from a third party,
including but not limited to attorney's fees and related costs, arising from any such defects or non-
conforming Work during such periods. Contractor shall make the repairs and replacements required
of Contractor promptly upon receipt of written notification from IPC. If Contractor fails to make such
repairs and replacements promptly, IPC may repair or replace the defective element of the Project
and Contractor shall reimburse IPC for the cost thereof, (together with an administrative fee of fifteen
percent (15%) of the cost of the repairs or replacement work) within 10 Days after written demand;
and, IPC may also withhold payments to Contractor.
GC-24 COLLATERAL WORK
GC-24.1 IPC reserves the right to have separate contractors, IPC's employees or agents, as it may elect,
enter upon the property near,or the location of,the Work for the purpose of constructing or installing
collateral work. Contractor shall cooperate and work in harmony with IPC's employees, agents, and
other contractors used by IPC.
GC-25 REGULATIONS AND PERMITS
GC-25.1 Contractor shall comply with all federal, state, and local laws, ordinances, and regulations
affecting the conduct of the Work, and all such orders or decrees as currently exist and those which
may be enacted later,by bodies or tribunals having jurisdiction or authority over the Work; shall give
all notices; and shall procure all applicable permits, licenses, and inspections and pay all fees and
charges in connection therewith,except as may otherwise be provided in the Contract Documents. In
addition to all other obligations herein, Contractor shall indemnify, defend, and save harmless IPC,
affiliates,directors,officers,employees,agents and its representatives,and each of them from,for,and
against any and all claims,losses, costs, damages, and expense,whether actual or merely alleged and
whether directly incurred or from a third party, including attorney and expert fees and costs both at
trial and on appeal, arising from or based on the violation of any such laws, ordinances, regulations,
orders, or decrees, whether such violations be by Contractor, Subcontractors, or their agents or
employees. Upon and as a condition of achievement of Final Completion of the Work,Contractor shall
provide to IPC the originals of all permits, receipts, certificates, licenses, and other documents
received in complying with this Section GC-25.1.
GC-25.2 Should any discrepancy or inconsistency be discovered between the Agreement and any law,
ordinance, regulation, order, or decree, Contractor shall immediately report the same in writing to
IPC. If Contractor performs Work knowing it to be contrary to laws, statutes, ordinances,building or
other codes,and rules,and regulations or other lawful orders of public authorities without such notice
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to IPC, Contractor shall assume responsibility for such Work and shall bear the costs attributable to
correction. Contractor shall be responsible for the compliance of all laws, ordinances, regulations,
orders,or decrees by Subcontractors.
GC-26 EASEMENT AGREEMENTS
GC-26.1 Contractor agrees to abide by and conform with all conditions set forth in the easements
pertaining in any manner to the Work; such easements being expressly made a part of the Contract
Documents.
GC-27 UNDERGROUND UTILITIES
GC-27.1 Contractor shall, unless otherwise specifically provided for in writing, make arrangements with
utilities and a locating company to identify the location of all underground utilities prior to
commencing Work. Contractor agrees that all Work shall be done at Contractor's risk regardless of
whether IPC or any other person requests the location of the underground utilities. If any loss or
damage shall result, Contractor shall promptly repair or replace such loss or damage free from all
expense to IPC.
GC-28 INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; LICENSES
GC-28.1 Contractor represents and warrants that any Work performed by Contractor and Subcontractor,
and each component thereof, including code and any embedded software, when properly used as
contemplated herein, and their copying, use, modification and distribution as contemplated by the
Agreement shall not infringe or misappropriate any third party's intellectual property rights. To the
extent necessary for IPC's use of the Work and Work Product as contemplated by the Agreement,
Contractor grants to IPC a license(or sublicense,as applicable)to all intellectual property included or
incorporated into the Work and the Work Product. Contractor represents and warrants to IPC that it
has obtained all authorizations and agreements necessary for Contractor to sublicense to IPC(or other
form of authorization for IPC) all third party intellectual property incorporated into the Work and
Work Product to the fullest extent necessary for IPC to use the Work and Work Product for the
purposes contemplated by the Agreement. In addition to all other obligations herein,Contractor shall
assume all liability and fully defend,indemnify and save harmless IPC,its members,partners,officers,
directors, affiliates, agents, and employees of any of them, successors of the foregoing and assigns,
from, for, and against all claims, suits, proceedings, damages, losses, expenses, fees and royalties,
including but not limited to attorneys' and expert witnesses' fees and related costs, disbursements
and expenses, arising from any infringement or misappropriation, whether actual or merely alleged
and whether directly incurred or from a third party, of any patent, trademark, copyright, or other
intellectual property right of any article,machine,manufacture,structure,composition,arrangement,
improvement, design, device, methods or process embodied or used in the performance of the
Agreement or the Work. IPC and its successors and assigns will give written notice of all such
infringement and misappropriation claims, suits, or proceedings instituted against it to the
Contractor,who shall defend same,and IPC will give Contractor reasonable assistance at Contractor's
expense.
GC-29 REMOVAL OF EQUIPMENT
GC-29.1 Contractor shall not sell,assign,mortgage,hypothecate,or remove equipment or materials which
have been installed or which may be necessary for the completion of the Work, without the written
consent of the IPAR.
GC-30 ASSIGNMENT OF CONTRACT
GC-30.1 Contractor shall not assign any of the Contract Documents or any portion thereof or any rights
therein, or delegate any of its duties, in each case whether by operation of law or otherwise, to any
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person, persons, entity, or organization without the prior written consent of IPC. The Parties
acknowledge that the Work contemplated by the Contract Documents constitutes specialized services,
and as such IPC may withhold its consent to Contractor's assignment of its rights and delegation of its
duties in IPC's sole discretion. No assignment, even though IPC shall have consented to such
assignment,shall relieve Contractor from its liability or obligations under the Contract Documents for
the performance and completion of the Work by the time and in the manner herein contracted for,
and all such assignment shall be subject to the rights provided to IPC herein. IPC may assign the
Agreement and any rights and obligations relating to the Agreement (including but not limited to its
right to assert claims and defenses against Contractor) at IPC's discretion. Each contract or
arrangement Contractor executes with a Subcontractor shall state that the Subcontractor agrees to
the assignment of the subcontract to IPC,and Contractor shall ensure that each contract Subcontractor
executes related to the Project shall have the same requirement
GC-31 IPC'S RIGHT TO TERMINATION FOR CONVENIENCE
GC-31.1 IPC may,at its option,for any reason,and without notice and without cause,terminate or suspend
the Agreement in whole or in part,at any time by written notice thereof to Contractor,whether or not
Contractor is in default. Such termination shall also terminate all subcontracts pertaining to such
Work. Contractor hereby waives any claims for damages, including without limitation loss of
anticipated profits, on account thereof,and shall cause Subcontractors to waive the same. As the sole
right and remedy of Contractor, IPC shall pay Contractor in accordance with Section GC-31.3 below;
provided, however, that those provisions of the Contract Documents which by their very nature
survive final acceptance of the Work shall remain in full force and effect after such termination.
GC-31.2 Upon receipt of any such notice, Contractor shall,unless the notice requires otherwise:
a. Immediately discontinue Work on the date and to the extent specified in the notice;
b. Place no further orders or subcontracts for materials, services, or facilities other than may be
necessary or required for completion of such portion of the Work notterminated;
c. Promptly terminate and cancel,upon terms satisfactory to IPC,all orders and subcontracts to the
extent they relate to the performance of the Work terminated or,at IPC's election,assign IPC those
orders and subcontracts and revoke agreements specified in such notice;and
d. Assist IPC, as specifically requested in writing, in the maintenance, protection, and disposition of
property acquired by IPC under the Agreement.
GC-31.3 IPC shall not be liable for indirect, incidental, or consequential damages of any kind related to
termination of this Agreement. Upon any such termination, IPC will pay to Contractor an undisputed
amount determined in accordance with the following (without duplication of any item):
a. Subject to offsets, all undisputed amounts due and owing and not previously paid to Contractor
for Work completed prior to such notice and for Work thereafter completed as specified in such
notice.
b. The reasonable costs incurred pursuant to Section GC-31.2.d.above.
GC-32 IPC'S RIGHT TO TERMINATE THE AGREEMENT FOR CAUSE
GC-32.1 Each of the following shall constitute an event of default by Contractor under this Agreement:
a. If Contractor utilizes improper materials or inadequately skilled workers;
b. If Contractor fails to make prompt payment when due to any Subcontractor;
c. If Contractor fails to abide by the orders, regulations, rules, ordinances, or laws of governmental
authorities having jurisdiction;
d. If Contractor fails to perform under the Agreement or Contract Documents;
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e. If Contractor abandons the Work;
f. If Contractor assigns the Agreement in violation of the Agreement or Contract Documents;
g. If Contractor subcontracts Work without consent of IPC in violation of the Agreement or Contract
Documents;
h. If Contractor fails,neglects,refuses,or is unable at any time during the course of the performance
of the Work to provide sufficient material, equipment, services, or labor to timely perform the
Work;
i. If Contractor sells or transfers all or substantially all of its assets;
j. If Contractor merges with or into any other entity;
k. If Contractor is in breach of any representation, obligation, or warranty given in this Agreement;
or
1. If IPC assesses Delay Liquidated Damages in an amount equal to any individual cap, if such cap
exists (unless such Delay Liquidated Damages cap is increased by mutual written agreement of
the Parties). If no such cap exists, IPC has the right to terminate the Agreement for cause at any
point Contractor fails to complete the Work in accordance with the Agreement and the Approved
Schedule.
GC-32.2 IPC will issue a written notice of default to Contractor in the event of default pursuant to Section
GC-32.1. If, after receipt of such written notice, Contractor fails to cure the default(s) within seven
Days, IPC may, without prejudice to any other rights or remedies it may have under the Agreement,
terminate the Agreement for cause; provided,however,that if the nature of the default is such that it
could not reasonably be cured within the seven day period, then IPC may terminate the Agreement
for cause immediately upon providing written notice to Contractor. IPC will issue a written notice of
termination to Contractor at the time this Agreement is terminated.Upon such termination,IPC may:
a. Take possession of the Work site;
b. Take possession of all Contractor's materials,equipment,tools,and construction equipment;
c. Accept assignment of subcontracts at all tiers;and
d. Finish the Work by whatever reasonable method IPC may deem necessary.
GC-32.3 If IPC terminates this Agreement pursuant to Section GC-32.2, IPC shall not be required to make
any payments for Work completed from and after the date of termination. IPC shall determine the
total expenses that will be incurred by it and accrued in completing the Work including, without
limitation, any costs of accelerated or expedited construction methods incurred in an attempt to
mitigate delay,liquidated damages,charges for administering subcontracts,and legal fees associated
with the termination.If such expenses exceed the balance of the Contract Price that is unpaid as of the
date of termination,then Contractor shall be liable for and shall pay to IPC the amount of such excess
within ten (10) Days following receipt of IPC's demand for such payment.IPC shall not be required to
obtain the lowest price for completing the Work, but may make such expenditures as in its sole
judgment shall best accomplish such completion. All unpaid Delay Liquidated Damages that have
accrued up to the date of termination shall be immediately due and payable by Contractor to IPC
regardless of IPC's failure to request such amounts.
GC-32.4 If IPC terminates this Agreement pursuant to Section GC-32.2,IPC shall have the right to (i)offset
any amounts owed by IPC to Contractor, under any active agreement between Contractor and IPC,
against any and all amounts owed by Contractor to IPC as of the date of termination, (ii) apply any
amounts held as accumulated retainage or any amounts held as security for the completion of Punch
List Items or uncompleted Work or to cover the cost of Punch List Items or uncompleted Work against
any and all amounts owed by Contractor to IPC as of the date of termination,(iii)draw upon and retain
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any security to cover the cost of any and all amounts owed by Contractor, and (iv) stop all further
payments to Contractor until the Work is complete.
GC-32.5 If a termination of the Agreement in whole or in part pursuant to this Section 32 is deemed in a
final judgment to be wrongful,then the termination shall automatically be converted to a termination
for the IPC's convenience pursuant to Section GC-31.
GC-32.6 This Agreement shall terminate immediately at IPC's discretion if(i) Contractor files a petition
seeking to take advantage of any law relating to bankruptcy, insolvency, reorganization,winding up,
or composition or readjustment of debts and, in the case of any such proceeding instituted against
Contractor (but not by Contractor) such proceeding is not dismissed within 30 Days of such filing; or
Contractor makes a general assignment for the benefit of its creditors,or if a receiver is appointed on
account of the insolvency of Contractor.
GC-33 IPC'S RIGHT TO IMMEDIATELY TERMINATE OR SUSPEND
GC-33.1 Notwithstanding Sections GC-31 and GC-32 above, IPC may terminate or suspend this Agreement
or any SOW or the Work performed thereunder, in whole or in part, immediately and without prior
notice to Contractor if,in IPC's sole and reasonable discretion,IPC determines that Contractor's or any
Subcontractor's acts or omissions with respect to the Work or the Work site pose an imminent threat
to: 1)the life,safety,or physical security of,those performing labor or Work or furnishing materials or
equipment at or near the Work site, or any other persons who may be affected thereby, including,
without limitation, IPC employees, agents, or any separate IPC consultants or contractors at or near
the worksite,or members of the public;or 2)the environment,including without limitation,any public
or private lands.
If IPC exercises its rights under this Section GC-33,Contractor and all Subcontractors performing Work
at or near the Work site shall immediately discontinue all Work as directed by IPC. No Work shall
resume and neither Contractor nor any Subcontractor shall enter the Work site unless and until IPC
determines, in its sole discretion, that the conditions or circumstances giving rise to any such
suspension of the Work, the Agreement, or any SOW have been abated and IPC provides notice to
resume the Work. Alternatively, IPC may exercise its right to terminate the applicable SOW, or the
Agreement,or both,in accordance with Section GC-31 or Section GC-32 above.
GC-34 HAZARDOUS MATERIALS,ARTIFACTS,WETLAND CONDITIONS,AND MATERIALS
BROUGHT TO WORK SITE
GC-34.1 If after the commencement of the Work, Hazardous Material is discovered at the Work site,
Contractor shall immediately stop Work in the affected area. Contractor shall immediately report the
condition to IPC in writing and,if required,the government agency with jurisdiction.
GC-34.2 Contractor shall not be required to perform any Work relating to or in the area of Hazardous
Material without written direction by IPC.
GC-34.3 If Contractor or Subcontractor did not bring the Hazardous Material to the Work site,IPC shall be
responsible for retaining an independent testing laboratory to determine the nature of the material
encountered and whether the material requires corrective measures or remedial action. Contractor
shall resume Work in the area affected by any Hazardous Material only upon written direction by IPC
after the Hazardous Material has been removed or rendered harmless and only after approval, if
necessary,of the governmental agency with jurisdiction.
GC-34.4 If Contractor incurs additional costs or is delayed due to the presence or remediation of
Hazardous Material, Contractor shall be entitled to an equitable adjustment in the Contract Price or
the Contract Time; provided,however,that Contractor is required to take all reasonable measures to
mitigate any delay or cost, and that Contractor will not be entitled to an equitable adjustment if
Contractor brought the Hazardous Material to the Work Site. Contractor shall only be able to recover
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additional actual direct costs caused by the presence or remediation of Hazardous Material, not
indirect,incidental,or consequential costs.
GC-34.5 Contractor agrees that Safety Data Sheets (SDS) as required by law and pertaining to materials
or substances used or consumed in the performance of the Work, whether obtained by Contractor,
Subcontractors,IPC,or others,shall be maintained at the Work site by Contractor and made available
to IPC, Subcontractors, IPC,and others.
GC-34.6 Contractor shall be solely responsible for the proper delivery, handling, application, storage,
removal and disposal of all materials and substances brought to the Work site by Contractor and
Subcontractor in accordance with the Contract Documents and used or consumed in the performance
of the Work.
GC-34.7 Contractor shall defend, indemnify, reimburse, and hold harmless IPC, its agents, officers,
directors, partners, agents and employees, and the successor of the foregoing, from, for, and against
any and all claims,damages,losses,costs and expenses,whether actual or merely alleged and whether
directly incurred or from a third party,including but not limited to attorney's and expert witness fees,
costs and expenses incurred arising out of or relating to the delivery, handling, application, storage,
removal and disposal of all materials and substances brought to the Work site by the Contractor,
Subcontractor,or anyone for whose acts or omissions they are responsible for,in accordance with the
Contract Documents; provided that injury to persons or damage to property is not exclusively caused
by the sole negligence of IPC.
GC-34.8 The terms of this Section GC-34 shall survive the completion of the Work or any termination of
this Agreement.
GC-34.9 If after the commencement of the Work, a wetland condition or archeological site is discovered
at the Work site, the Contractor shall immediately stop Work in the affected area. Contractor
immediately shall report the condition to IPC in writing and,if required,the government agency with
jurisdiction. The term "wetland condition" shall mean and include any "wetland" and "waterbody"
subject to regulation under the federal Clean Water Act and similar terms as used in applicable federal,
state and local statutes, rules and regulations. The term "archeological site" shall mean and include
any cairn,burial,human remains,funerary object,sacred object or object of cultural patrimony of any
native Indian.
GC-34.10 Contractor shall not install any material that contains asbestos. If requested by IPC in writing,
Contractor shall certify in writing that Contractor's Work did not contain any asbestos materials.
Contractor shall provide such certification to IPC as part of the Record Documents.
GC-35 CONTRACTOR'S RECORD
GC-35.1 During the term of the Agreement and for a period of five years thereafter,Contractor shall keep
all books, records, and other documents pertaining to the Work, and IPC shall have the right to
examine any books, records, and other documents of the Contractor pertaining to the Work and
including, but not limited to, costs or charges submitted to or paid by IPC as compensation to
Contractor hereunder. IPC will give Contractor three Days' advance written notice of such intended
examinations. Contractor's records shall be kept in accordance with generally accepted accounting
principles in the particular industry in which Contractor works and shall be kept in such a manner
and in sufficient detail to clearly disclose the nature and amounts of the different items of service and
cost pertaining to the Agreement and the basis of charges and allocations to the Work.
GC-36 DATA SECURITY AND PROTECTION AND SECURITY SCREENING REQUIREMENTS
GC-36.1 Data Security. IPC Data will remain the sole property of IPC. Contractor may not use IPC Data for
any purpose other than to perform its obligations under this Agreement. IPC Data may not be sold,
assigned, leased or otherwise disposed of or commercially exploited by Contractor. Contractor
represents,warrants,and covenants to IPC that Contractor has developed and implemented,currently
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has in place, and shall maintain during the term of this Agreement a comprehensive information
security program that includes administrative, technical, and physical safeguards and controls
sufficient to: (i) ensure the security and confidentiality of IPC Data; (ii) protect against anticipated
threats or hazards to the security or integrity of such information; and (iii) protect against
unauthorized access to, or disclosure or use of,all IPC data that Contractor accesses, receives, stores,
processes,transmits, maintains, or possesses (collectively, "Security"). Contractor shall document its
Security and all safeguards, procedures, and controls and keep them current in light of changes in
relevant technology and provide IPC with a copy of the same upon request and at no cost to IPC. Such
Security shall include,but not be limited to,the following:
GC-36.1.1 Contractor shall utilize industry-accepted firewalls,up-to-date anti-virus software,and non
end-of-life operating systems;
GC-36.1.2 Contractor shall ensure access is controlled to the physical location of the hardware
containing IPC Data;
GC-36.1.3 Contractor shall secure electronic access to Contractor's information systems containing
IPC Data;
GC-36.1.4 Contractor shall store, process, and maintain any and all IPC Data on designated target
servers that reside physically within the boundaries of the United States;
GC-36.1.5 Contractor shall not transfer any IPC Data outside of its network via unencrypted means;
GC-36.1.E Contractor shall not process or transfer IPC Data to any unencrypted portable or laptop
computing device,or any other unencrypted portable storage medium;
GC-36.1.7 Contractor shall provide its workforce position appropriate cybersecurity awareness
training,including,but not limited to,an anti-phishing program;
GC-36.1.8 Contractor shall take measures to protect IPC Data against destruction,loss,or damage due
to potential environmental hazards,such as fire and water damage or technological failures;
GC-36.1.9 Contractor's and Subcontractors' personnel may not access or store IPC Data on any
personal or third-party devices,including mobile devices,tablets, or personally owned laptops,
unless such devices have been configured with industry standard security and encryption
features,which shall include at a minimum remote wipe and remote shutdown capabilities;
GC-36.1.10 Contractor shall two-factor authentication for remote access to systems that access or
store IPC Data;
GC-36.1.11 Contractor shall secure and prevent misuse of its own email resources; and
GC-36.1.12 Upon termination of this Agreement,Contractor shall require the destruction or erasure of
physical or electronic media containing IPC Data so that such information cannot practicably be
read or reconstructed.
GC-36.2 Compliance with Data Protection Rules. Contractor will observe and comply with all applicable
federal and state data privacy and data protection laws and regulations that are now in effect or
hereafter promulgated that are applicable to the Work provided by Contractor under this Agreement
or any IPC Data that Contractor controls, access, receives, stores, processes,transmits, maintains, or
possesses in connection with the Work. In addition, Contractor will comply with all IPC's policies,
standards,and data protection rules in effect when the Work is commenced and shall sign and comply
with all IPC forms related to the same.
GC-36.3 Information Security Training. Contractor shall comply with IPC's information security
requirements as communicated by IPC to Contractor. Contractors who require electronic access to
any network or information system owned by IPC shall complete IPC's on-line information security
training. Contractor shall authorize only those employees who are necessary for and directly involved
in Contractor's performance of its obligations under this Agreement, to have access to the IPC Data
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(whether physically or through computer system access) and solely on a "need to know' basis
(collectively, "Authorized Persons"). Contractor shall not authorize anyone other than Authorized
Persons to have access to the IPC Data at any time. Authorized Persons shall sign an agreement
regarding compliance with IPC's information security standards, including both electronic and
physical access requirements prior to receiving access.
GC-36.4 Security Screening. Contractor acknowledges and agrees that certain portions of IPC's premises
may have restricted access and may require prior authorization by IPC or an IPC designated escort to
allow Contractor access. If notified by IPC that access is restricted, Contractor shall comply with
federal, state,local laws or regulations,and IPC policies requiring background checks,social security
verification, and drug and alcohol testing of employees prior to performing work for IPC. Contractor
shall comply with all IPC policies and screening requirements that are communicated to Contractor
related to security screening at restricted sites.No work can begin until these requirements have been
met. Contractor acknowledges and agrees that failure to follow IPC policies can result in the
imposition of fines to IPC.
GC-36.5 Security Incident Response Plan_Contractor shall develop and implement a "Response Plan,"
which shall be policies and procedures to address Security Incidents. The Response Plan shall include
appropriate provisions for mitigating the harmful effects of Security Incidents (defined below) and
addressing and remedying the occurrence(s) to prevent the recurrence of similar Security Incidents
in the future. The development and implementation of the Response Plan shall follow industry
standard practices, such as those that at a minimum are consistent with the contingency planning
requirements of NIST Special Publication 800-61 Reb. 4, IR-1 through IR-10 as those standards may
be amended. Immediately upon learning of a Security Incident related to the products and Work
provided to IPC, Contractor shall implement its Response Plan and,within 24 hours of implementing
its Response Plan,shall notify IPC in writing of that implementation as described below.
GC-36.6 Security Incident. Contractor shall promptly notify IPC if Contractor discovers or becomes aware:
(a) that Contractor is not in compliance with or has violated any of the requirements of these terms
and conditions; (b)of any unauthorized disclosure or use of or access to IPC Data or any unauthorized
intrusion, penetration, or security breach involving Contractor systems that affects IPC Data or IPC's
network or systems; or (c) Contractor initiates its Response Plan (each of(a), (b),and (c) a"Security
Incident"). Any reasonably suspected or confirmed Security Incident must be reported to IPC
immediately via email to cybersecurity@idahopower.com and by telephone at (208)388-2927.
Contractor acknowledges that in some instances, IPC has a reporting obligation to regulators and
other third parties in the event of an actual or suspected Security Incident and that Contractor's
compliance with the foregoing notification obligation is necessary for IPC's compliance with
regulatory and legal obligations. Notification of an actual or suspected Security Incident must include
a description of the nature of the event, the date and time of the event, suspected amount of
information exposed, steps being taken to investigate the circumstances of the exposure and
remediate or mitigate the Security Incident.Contractor shall provide written updates of the notice to
IPC addressing any new facts and circumstances learned after the initial written notice is provided
and shall provide such updates within a reasonable time after learning of those new facts and
circumstances. Contractor shall cooperate with IPC in IPC's efforts to determine the risk to the bulk
electric system posed by the Security Incident. In addition to all other remedies permitted under the
Agreement and applicable law, Contractor shall be required to promptly remedy and mitigate any
damages,losses,or expenses caused by a breach in the security of Contractor's systems that adversely
impacts IPC and take all measures as may be reasonably necessary to prevent any further Security
Incident.Without obligating IPC to undertake any specific actions in the event of a Security Incident,
Contractor must cooperate with and assist IPC in its own investigation, analysis, and resolution of
Security Incidents, including if requested by IPC, providing breach notifications to individuals and
regulatory and law enforcement agencies or providing support to IPC if IPC decides to deliver such
notices. Contractor shall provide IPC with details of the investigation and final disposition of the
Security Incident relevant to the Work provided to IPC or which may impact the confidentiality,
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integrity, or availability of such Work and of any IPC Data or systems. Contractor shall reasonably
cooperate with governmental authorities and non-governmental entities in any action or proceeding
as may be deemed necessary by IPC as the result of such Security Incident.Within 5 calendar days of
a Security Incident,Contractor shall develop and execute a plan that reduces the likelihood of the same
or a similar Security Incident from occurring in the future consistent with the requirements of its
Response Plan and industry standards (e.g., NIST Special Publication 800-61 Rev. 2 and NIST Special
Publication 800-184, as may be amended) and shall communicate that plan to IPC. Contractor shall
provide recommendations to IPC on actions that IPC may take to assist in the prevention of
recurrence, as applicable or appropriate. Within 5 calendar days of notifying IPC in writing of the
Security Incident, Contractor shall recommend actions to be taken by IPC on IPC-controlled systems
to reduce the risk of a recurrence of the same or a similar Security Incident,including,as appropriate,
the provision of action plans and mitigating controls. Contractor shall coordinate with IPC in
developing those action plans and mitigating controls. Contractor will provide IPC guidance,
recommendations, and other necessary information for recovery efforts and long term remediation
and/or mitigation of cyber security risks posed to IPC Data,equipment,systems,and networks as well
as any information necessary to assist IPC in relation to the Security Incident.
GC-36.7 Notification to Affected Parties.Contractor will,at its sole cost and expense,assist and cooperate
with IPC with respect to any investigation of a Security Incident, disclosures to affected parties, and
other remedial measures as requested by IPC in connection with a Security Incident or required under
any applicable laws related to a Security Incident. In the event a Security Incident results in IPC Data
being disclosed such that notification is required to be made to any person or entity,including without
limitation any customer, shareholder, or current or former employee of IPC or Contractor,under any
applicable laws,including privacy and consumer protection laws,or pursuant to a request or directive
from a governmental authority, such notification will be provided by IPC, except as required by
applicable law or approved by IPC in writing. IPC will have sole control over the timing and method
of providing such notification.
GC-36.8 Unrelated Security Incidents: As used in this Section GC-36, "Contractor's Proprietary
Information" means information and data that embodies a trade secret owned or controlled by
Contractor or licensed to Contractor by a third party. In the event (a) Contractor's Proprietary
Information, as such information relates to the products and/or Work provided to IPC under this
Agreement, has been corrupted or destroyed without authorization or has been accessed, acquired,
compromised, modified, used or disclosed by any unauthorized person, or by any person in an
unauthorized manner or for an unauthorized purpose; (b) Contractor knows or reasonably believes
that an act or omission has compromised or may reasonably compromise the cybersecurity of the
products and Work provided by Contractor to an entity other than IPC; or (c) Contractor receives any
valid complaint, notice, or communication which relates directly or indirectly to (i) Contractor's
handling of Contractor Proprietary Information or Contractor's compliance with applicable law in
connection with Contractor Proprietary Information or (ii) the cybersecurity of the products and
Work provided by Contractor to an entity other than IPC ("Unrelated Security Incident"), Contractor
shall provide to IPC a confidential report describing, to the extent legally permissible, a detailed
summary of the facts and circumstances of the Unrelated Security Incident,including a description of
(1) why the Unrelated Security Incident occurred, (2) the nature of the Contractor's Proprietary
Information disclosed, and (3) the measures being taken to address and remedy the occurrence to
prevent the same or a similar event from occurring in the future.
GC-36.9 Audit Rights. Upon request, Contractor shall provide to IPC the opportunity to review a copy of
the Contractor's policies,procedures,evidence and independent audit report summaries that are part
of Contractor's cyber security framework(e.g.ISO-27001,SOC2). IPC or its third-party designee may,
but is not obligated to, perform audits and security tests of Contractor's IT or systems environment
and procedural controls to determine Contractor's compliance with the system, network, data, and
information security requirements of this Agreement.Audits of Contractor shall be done with at least
30 calendar days advance notice.These audits and tests will not unduly affect Contractor's operations
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and may include coordinated security tests, interviews of relevant personnel, review of
documentation, and technical inspection of systems and networks as they relate to the receipt,
maintenance, use, retention, and authorized destruction of IPC Data. Contractor shall provide all
information reasonably requested by IPC in connection with any such audits and shall provide
reasonable access and assistance to IPC upon request. Contractor will comply, within reasonable
timeframes at its own cost and expense,with all reasonable recommendations that result from such
inspections, tests, and audits. IPC reserves the right to view, upon request, any original security
reports that Contractor has undertaken or commissioned to assess Contractor's own network
security. If requested,copies of these reports will be reviewed on site at Contractor's facility at IPC's
expense.Contractor will notify IPC of any such security reports or similar assessments once they have
been completed.Any regulators of IPC or its affiliates shall have the same rights of audit as described
herein upon request.
GC-36.10 Subcontractors. To the extent that Contractor is permitted to engage Subcontractors to perform,
or otherwise provide support to assist Contractor to perform, any portion of the Work hereunder,
then: (a) Contractor shall not share or disclose, or engage a Subcontractor to access, store, process,
transmit,or otherwise possess any IPC Data,unless and until such Subcontractor has agreed in writing
to protect IPC Data in a manner substantially similar (but in any case no less restrictive) to that
required of Contractor under the Agreement, and then only on a need-to-know basis; (b) Contractor
shall cause such Subcontractors to comply with the obligations and restrictions associated with
substantially the same work,tasks,functions,and responsibilities performed by such Subcontractors
that are applicable to Contractor under the Agreement,including,without limitation,those obligations
set forth in these terms and conditions; and (c) Contractor shall remain responsible for the work,
tasks,functions,and responsibilities performed by Subcontractors to the same extent as if such work,
tasks,functions, and responsibilities were performed directly by Contractor and, for purposes of the
Agreement,such work shall be deemed Work performed by Contractor.
GC-36.11 Indemnification. In addition to any other indemnification obligation of Contractor set forth in
this Agreement, Contractor shall indemnify, defend, and hold IPC, IPC Affiliates, and its and their
respective officers, directors, employees, representatives, agents, successors, and assigns harmless
from, for, and against any Damages (defined in Section 17 of the Agreement) to the extent such
Damages arise out of or in connection with: (i) a Security Incident(including a Security Incident by a
Subcontractor); or (ii) Contractor's, or any Subcontractor's, failure to comply with the requirements
of this Section GC-36.
GC-36.12 Injunctive Relief. Contractor acknowledges and agrees that any breach or threatened breach of
the obligations set forth in this Section GC-36 may result in a substantial likelihood of irreparable
harm and injury to IPC,for which monetary damages alone may be an inadequate remedy,and which
damages may be difficult to accurately measure.Accordingly,Contractor agrees that in addition to any
other remedies available,IPC shall have the right to obtain injunctive relief as well as other equitable
relief allowed by the federal and state courts. The foregoing remedy of injunctive relief is agreed to
without prejudice to IPC's right to exercise any other rights and remedies it may have, including
without limitation,the right to terminate this Agreement and seek damages or other legal or equitable
relief.
GC-36.13Survival.The rights and obligations set forth in this Section GC-36 shall survive the expiration or
termination of this Agreement for any reason.
GC-37 EDISON ELECTRIC INSTITUTE/OCCUPATIONAL SAFETY AND HEALTH ADMINISTRATION
PARTNERSHIP BEST PRACTICES FOR UTILITY CONTRACTORS RULES
GC-37.1 In conjunction with an initiative promulgated by the Edison Electric Institute ("EEI") and the
Occupational Safety and Health Administration ("OSHA") intended to reduce injuries and fatalities of
workers in the electrical transmission and contracting industry, IPC requires that all contractors and
subcontractors performing work for IPC for the purposes of electrical transmission, distribution, or
generation,comply with the EEI and OSHA Partnership Best Practices for Utility Contractors rules,as
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those practices may be amended from time to time. These rules can also be accessed at OSHA's
website. Contractor agrees to manage and train its employees and Subcontractors to ensure their
compliance with these rules. Failure of Contractor to comply with the referenced Rules will constitute
a material breach of this Agreement.
END OF GENERAL CONDITIONS FOR CONSTRUCTION SERVICES
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