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Agreement between Client, KCDA and Contractor - Washington Page 5
<br />156691459.1
<br />GENERAL CONDITIONS
<br />ARTICLE 8
<br />THE CONTRACT DOCUMENTS
<br />8.1 The intent of the Contract Documents is to
<br />include all items necessary for the proper execution and
<br />completion of the Work by the Contractor. The Contract
<br />Documents are complementary, and what is required by one is
<br />as binding as if required by all. Performance by the Contractor
<br />is required to the extent consistent with the Contract Documents
<br />and reasonably inferable from them as being necessary to
<br />produce the intended results.
<br />8.2 The Contract Documents shall not be
<br />construed to create a contractual relationship of any kind
<br />between the Client and a Subcontractor of any tier, between
<br />KCDA and a Subcontractor of any tier, between the A/E (if any)
<br />and a Subcontractor of any tier, or between any persons or
<br />entities other than the Client, KCDA, and Contractor.
<br />8.3 The term “Work” means the demolition,
<br />abatement, disposal, construction and services required by the
<br />Contract Documents, whether completed or partially
<br />completed, and includes all other labor, materials, equipment
<br />and services provided or to be provided by the Contractor to
<br />fulfill the Contractor’s obligations. The Work may constitute
<br />the whole or a part of the Project.
<br />8.4 The term “A/E” means the entity listed as
<br />such on the first page of this Agreement, if any. The A/E may
<br />be an architect, engineering or similar company, or consultant,
<br />and is not necessarily a licensed architect or engineer. If
<br />“None” or “N/A” is listed for the A/E, then the Client or its
<br />designated representative will perform all of the functions of
<br />the A/E described herein. The A/E is not an agent of the Client
<br />or KCDA, and is not authorized to speak on behalf of or bind
<br />the Client or KCDA.
<br />8.5 The Contractor’s execution of the Agreement
<br />is a representation and acknowledgement that the Contractor
<br />has visited the site and become familiar with the local
<br />conditions under which the Work is to be performed, that the
<br />Contract Sum is reasonable compensation for all the Work, and
<br />that the Contract Time is adequate for th e performance of the
<br />Work. The Contractor’s execution of the Agreement is a further
<br />representation and acknowledgement that the Contractor has
<br />carefully checked and verified all pertinent figures and that it
<br />has examined the Contract Documents and the Project site,
<br />including any existing structures, and that it has satisfied itself
<br />as to the nature, location, character, quality and quantity of the
<br />Work, the labor, materials, equipment, goods, supplies, work,
<br />services and other items to be furnished, and all other
<br />requirements of the Contract Documents, as well as the surface
<br />conditions and other matters that may be encountered at the
<br />Project site or affect performance of the Work or the cost or
<br />difficulty thereof.
<br />8.6 KCDA is an intended third-party beneficiary
<br />of this Agreement and may enforce all of its terms directly
<br />against the Contractor. Contractor hereby assigns to the Client
<br />all manufacturers’ warranties.
<br />ARTICLE 9
<br />ADMINISTRATION OF THE AGREEMENT
<br />9.1 The Client, with assistance from the A/E, will
<br />provide administration of the Agreement. The Client must
<br />approve in writing all changes in the Contract Sum or Time and
<br />all Change Orders, Construction Change Directives, and
<br />payments to the Contractor. The Client’s Representative may
<br />perform any of the duties of the A/E described herein, at the
<br />discretion of the Client.
<br />9.2 No representative of KCDA, the Client, or
<br />the A/E is authorized to revoke, alter, enlarge, relax or release
<br />any requirements of the Contract Documents, nor to approve or
<br />accept any portion of the Work whether or not executed in
<br />accordance with, nor to issue instructions contrary to the
<br />Contract Documents, other than the Client’s Superintendent.
<br />All warranties, guarantees, and certificates shall inure to the
<br />benefit of the Client.
<br />9.3 The Client or the A/E may disapprove,
<br />condemn or reject work when, in its opinion, the Work does not
<br />conform to the Contract Documents. The Client or the A/E may
<br />require special inspection or testing of any Work in accordance
<br />with the provisions of the Contract Documents whether or not
<br />such Work is then fabricated, installed or completed.
<br />9.4 The Client or the A/E may call, schedule and
<br />conduct job meetings, which the Contractor and representatives
<br />of its Subcontractors shall attend, to discuss such matters as
<br />procedures, progress, problems and scheduling.
<br />9.5 The Client, KCDA, and the A/E may visit the
<br />site at intervals each considers appropriate to the stage of the
<br />Work to become generally familiar with the progress and
<br />quality of the completed Work. However, none of them will be
<br />required to make exhaustive or continuous on -site inspections
<br />to check the quality or quantity of the Work.
<br />9.6 The Client may occupy the site during the
<br />course of the Work.
<br />ARTICLE 10
<br />THE CONTRACTOR
<br />10.1 The Contractor shall perform, supervise and
<br />direct the Work, using the Contractor’s best skill and attention.
<br />The Contractor shall be solely responsible for and have control
<br />over construction means, methods, techniques, sequences,
<br />personnel and procedures, for safety, and for coordinating all
<br />portions of the Work under the Agreement, unless the Contract
<br />Documents specifically provide other instructions concerning
<br />these matters. The Contractor shall be and operate as an
<br />independent contractor in the performance of the Work and
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