Operation True North (OTN) Facilitator Services

WSSC Water is seeking quotations from qualified firms or independent consultants to provide facilitation, organizational training support, and change management services for a two-day, all-hands educational and collaborative training event for the Customer Service Department as part of the Commission’s Operation True North (OTN) initiative.

The selected Contractor shall serve as a neutral co-facilitator and educational partner to support improved customer experience, employee engagement, communication, collaboration, and organizational effectiveness through highly interactive facilitation, training, and constructive dialogue.

Background

Operation True North is an initiative focused on strengthening service delivery across the WSSC Water organization with a vision centered on sustained and transformative change across four key pillars:

• Workforce & Workplace
• Infrastructure
• Innovation & Technology
• Service

Operation True North is intended to improve the service delivered to customers by fostering collaboration, alignment, accountability, and continuous improvement across the Commission. Delivering exceptional service is vital to building trust and support from customers, stakeholders, and employees.

In 2023, improving external service delivery and empowering staff to deliver it effectively was established as a central focus for WSSC Water, as outlined in the 2023 Transition Report, followed by the 2024 Strategic Plan and WSSC Water’s organizational values.

As part of this initiative, customer-facing teams will participate in collaborative in-service training sessions designed to strengthen consistency, communication, responsiveness, and organizational alignment. The initial training session will begin in May with the Customer Service Department, with additional departments anticipated to participate in future sessions.

Each training session will be tailored to the unique operational, service delivery, and employee engagement needs of the participating department.

Project Details

• Reference ID: 107581
• Department: Performance & Accountability
• Department Head: Helen Hagos (Performance & Accountability Director (Acting))

Evaluation Criteria

• DEFINITIONS —

  Wherever used in these General Conditions, the following terms shall have the meanings indicated, which shall be applicable to both the singular and plural thereof.

  1.1 Addenda - Written or graphic instruments issued prior to the Bid Opening, which modify or interpret the Contract Documents.
  1.2 Amendments - Written or graphic instruments executed after Bid Opening, which modify or Interpret the Contract Documents.
  1.3 Approval - Written approval from the Engineer.
  1.4 Bid - The offer or proposal of the Bidder submitted in the prescribed manner on the prescribed form setting forth the prices for the Work to be performed as described in the Contract Documents.
  1.5 Bidder - Any person, firm, or corporation submitting a Bid for the Work.
  1.6 Bonds - Bid Bond, Performance Bonds, Labor and Material Payment Bonds, Maintenance Bonds, and other instruments of security furnished by the Contractor and his surety in accordance with the Contract Documents.
  1.7 Claim - A demand which seeks the payment of money, an adjustment of time, an adjustment or interpretation of any provision of the Contract Documents, or other relief arising under or relating to this Contract, including, without limitation, controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification or rescission.
  1.8 Commission - The Washington Suburban Sanitary Commission (WSSC), the Owner.
  1.9 Construction Easement - The right, acquired through formally executed permission of the property owner, permitting the Commission to use a clearly defined strip or parcel of land across the property of others temporarily during the period of initial construction of a specified utility or facility.
  1.10 Contract Documents - The Contract, including WSSC's Procurement Regulations, the Solicitation, Invitation for Bids, Bonds, Notice of Award, Notice to Proceed, Change Orders, Field Orders, Drawings, Certificate of Substantial Completion, Certificate of Final Acceptance, Specifications, these General Conditions, Special Conditions, Standard Details, Amendments, Addenda, Contract Execution Page, Appendix A from the Solicitation, Appendix B from the Solicitation, Appendix C Submissions, and Federal Contract Provisions when required.
  1.11 Contract Price - The total monies payable to the Contractor under the terms and conditions of the Contract Documents.
  1.12 Contract Time - The specific date or the number of calendar days stated in the Contract Documents for the
  substantial completion of the Work.
  1.13 Contractor - The person, firm or corporation with whom the Commission has executed the Contract
  1.14 Contractor's Submittals - Shall include but not be limited to all shop, layout and working drawings, diagrams, illustrations, catalog data, brochures, calculations, and other data which are prepared by the Contractor, a Subcontractor, manufacturer, supplier or distributor, which illustrate how specific portions of the Work shall
  be fabricated or installed.
  1.15 Day - A calendar day of 24 hours lasting from midnight one day to midnight the next day.
  1.16 Drawings - The part of the Contract Documents which show the characteristics and scope of the Work to be performed and which have been prepared by or for the Commission. The term is used interchangeably with the word "Plans" and includes Standard Details, and Specifications.
  1.17 Engineer - The authorized agent of the Commission, acting within the scope of their authority or delegated authority and the particular duties assigned.
  1.18 Environmental Pollution - Presence and action of physical, chemical, biological, and human agents that Construction adversely affect individual and community health and welfare; unfavorably alter or destroy ecosystems of importance to man; or degrade significant aesthetic and recreational values.
  1.19 Federal Contract Provisions - Are federal contract provisions which are required to be included in the Contract by the federal government.
  1.20 Field Order - A written order to the Contractor issued during construction by the Engineer for interpretations, clarifications, directives and other instructions as to the intent of the Contract Documents.
  1.21 Final Completion - That date as certified by the Engineer when all Work contained in the Contract Documents has been completed, including outstanding items of Work that were not required by the Engineer for the Certificate of Substantial Completion.
  1.22 General Conditions - The Articles included in this document.
  1.23 Inspector - The authorized representative of the Commission assigned to make detailed inspection of any or all portions of the Work or materials.
  1.24 Invitation for Bids - Has the same definition as WSSC Code of Regulations, Title 6, Chapter 6.15.050(gg).
  1.25 Latent Defect - A hidden defect in the Work that reasonably careful inspection could not reveal prior to the expiration of the maintenance bond.
  1.26 Manufacturer - Any person or organization who changes the form of a commodity or creates a new commodity and supplies it for the Work at any tier, but who does not perform labor at the site.
  1.27 Notice to Proceed - Written communication issued by the Commission to the Contractor authorizing him to proceed with the Work and establishing the dates of commencement and substantial completion of the Work.
  1.28 Or Equal - A material, article or method is specified or described by using the name of a proprietary product or name of a particular manufacturer or vendor in the Contract Documents and gives the Contractor an opportunity to provide an equal substitution. Materials, articles or methods deemed equal by the Contractor
  which he proposes to incorporate into the Work shall be submitted with his bid in accordance with requirements set forth in the Contract Documents.
  1.29 Pollutant - Any chemical or physical substance that when introduced into a natural aquatic, atmospheric or soil system will cause adverse impact on that system. Includes grease, oil, bitumens, sewage, salts, adhesives, fuels and, when considering aquatic or atmospheric systems, soil.
  1.30 Project - The undertaking to be performed as provided in the Contract Documents.
  1.31 Proper Invoice - A payment estimate which has been approved as correct by the Engineer with respect to quantity, price, delivery, lawfully deducted sums, and supporting documentation which may be required by the Contract Documents.
  1.32 Provide - Means furnish and install, complete in place.
  1.33 Public Utilities Easement (PUE) - An easement established, by document and dedication by recordation of a plat of subdivision, to permit the construction, maintenance, and operation of the utilities for gas, electric, telephone and cable companies. Commission facilities are not included.
  1.34 Right of Way - The right, acquired by a legally executed and recorded document, permitting the Commission
  to use a clearly defined strip or parcel across the land of others for the installation, construction, reconstruction, maintenance, repair, operation, and inspection, with the right of ingress and egress for a specified utility or facility, in perpetuity.
  1.35 Rock - Any indurated material that requires drilling, wedging, blasting, or other methods of brute force to excavate.
  1.36 Sensitive Documents: Documents and information that could reasonably be used to aid in or plan for contaminating or damaging the Commission system or Commission customers. Examples of such documents include, but are not limited to:
  1.37 Solicitation - Has the same definition as WSSC Code of Regulations, Title 6, Chapter 6.15.050(ddd).
  1.38 Special Conditions - A document which supplements, modifies, changes, deletes, removes, adds, or strikes any language to the General Conditions.
  1.39 Specifications - Sections containing Scope of Work and technical requirements which are unique to a Construction particular contract.
  1.40 Standard Details - Commission details showing standard elements of construction, methods, and materials for use on Commission Contracts.
  1.41 Structure - Structural entity including but not limited to building, manhole, duct bank, tank, foundation, road, pavement, pipe conductor, substation, pumping station.
  1.42 Subcontractor - An individual, firm or corporation having a direct contract with the Contractor or with any other Subcontractor at any tier for the performance of a part of the Work at the site. Subcontractor shall not mean supplier.
  1.43 Substantial Completion - That date as certified by the Engineer when the construction of the Project or a specified part thereof is sufficiently completed in accordance with the Contract Documents so that the Project or specified part can be utilized for the purposes for which it is intended.
  1.44 Supplier - Any person or organization who supplies materials or equipment for the Work at any tier, including that fabricated to a special design, but who does not perform labor at the site.
  1.45 Work - Any and all obligations, duties, and responsibilities necessary to the successful completion of the Project assigned to or undertaken by the Contractor under the Contract Documents, labor, materials, equipment, and other incidentals and the furnishing thereof.
  1.46 Written Notice - Any notice to any party of the Contract relative to any part of the Contract in writing and considered delivered and the service thereof completed when posted by mail to the said party at his last given address, or delivered in person to said party or his authorized representative of the Project.
  1.47 WSSC's Procurement Regulations - The regulations adopted by the Commission and cited as WSSC Code of Regulations, Title 6, Chapter 6.15. The Procurement Regulations can be viewed https://wssc.district.codes/Code/6.15.

• CONTRACT DOCUMENTS —

  The Contract Documents include WSSC's Procurement Regulations (WSSC Code of Regulations, Title 6, Chapter 6.15), the Solicitation, Invitation for Bids, Bonds, Notice of Award, Notice to Proceed, Change Orders, Drawings, Certificate of Substantial Completion, Specifications, these General Conditions, Special Conditions, Standard Details, Amendments, Addenda, Contract Execution Page, and Federal Contract Provisions when required.

  1. The intent of the Contract Documents is that the Contractor shall furnish all labor, materials, tools, equipment, and transportation necessary for the proper execution of the Work in accordance with the Contract Documents and all incidental work necessary to complete the Project in an acceptable manner, ready for use, occupancy or operation by the Commission.
  2. In resolving conflicts, errors, and discrepancies within the Contract Documents, the Documents shall be given precedence in the following order:
     • Federal Contract Provisions (only if identified and incorporated in the Contract Documents)
     • WSSC Procurement Regulations
     • Change Orders
     • Amendments
     • Addenda
     • Special Conditions
     • General Conditions
     • Invitation for Bids
     • Contract Execution Page
     • Notice to Proceed
     • Notice of Award
     • Specifications/Statement of Work
     • Drawings
• OBJECTIVES —

  The objectives of this engagement include:

  • Improve the customer experience and restore trust;
  • Improve employee experience, engagement, and morale;
  • Identify and close knowledge gaps for customers and employees;
  • Assess process and policy pain points to identify opportunities for improvement and greater consistency;
  • Facilitate constructive dialogue regarding employee and customer concerns;
  • Encourage collaborative problem-solving and solution development;
  • Deliver educational content and facilitation tailored to the needs of the Customer Service Department;
  • Support organizational readiness and adoption of identified improvements through an ADKAR-based change management approach; and
  • Promote collaboration, communication, accountability, and service-focused behaviors aligned with Operation True North objectives.
• DEFINITIONS —

  Wherever used in these General Conditions, the following terms shall have the meanings indicated, which shall be applicable to both the singular and plural thereof.

  1. Addenda - Written or graphic instruments issued prior to the Bid Opening, which modify or interpret the Contract Documents.
  2.  Amendments - Written or graphic instruments executed after Bid Opening, which modify or Interpret the Contract Documents.
  3. Approval - Written approval from the Engineer.
  4.  Bid - The offer or proposal of the Bidder submitted in the prescribed manner on the prescribed form setting forth the prices for the Work to be performed as described in the Contract Documents.
  5. Bidder - Any person, firm or corporation submitting a Bid for the Work.
  6. Bonds - Bid Bond, Performance Bonds, Labor and Material Payment Bonds, Maintenance Bonds, and other instruments of security furnished by the Contractor and his surety in accordance with the Contract Documents.
  7. Claim - A demand which seeks the payment of money, an adjustment of time, an adjustment or interpretation of any provision of the Contract Documents, or other relief arising under or relating to this Contract, including without limitation, controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification or rescission.
  8. Commission - The Washington Suburban Sanitary Commission (WSSC), the Owner.
  9. Construction Easement - The right, acquired through formally executed permission of the property owner, permitting the Commission to use a clearly defined strip or parcel of land across the property of others temporarily during the period of initial construction of a specified utility or facility.
  10. Contract Documents - The Contract, including WSSC's Procurement Regulations, the Solicitation, Invitation for Bids, Bonds, Notice of Award, Notice to Proceed, Change Orders, Field Orders, Drawings, Certificate of Substantial Completion, Certificate of Final Acceptance, Specifications, these General Conditions, Special Conditions, Standard Details, Amendments, Addenda, Contract Execution Page, Appendix A from the Solicitation, Appendix B from the Solicitation, Appendix C Submissions, and Federal Contract Provisions when required.
  11. Contract Price - The total monies payable to the Contractor under the terms and conditions of the Contract Documents.
  12. Contract Time - The specific date or the number of calendar days stated in the Contract Documents for the substantial completion of the Work.
  13. Contractor - The person, firm or corporation with whom the Commission has executed the Contract
  14. Contractor's Submittals - Shall include but not be limited to all shop, layout and working drawings, diagrams, illustrations, catalog data, brochures, calculations, and other data which are prepared by the Contractor, a Subcontractor, manufacturer, supplier or distributor, which illustrate how specific portions of the Work shall be fabricated or installed.
  15. Day - A calendar day of 24 hours lasting from midnight one day to midnight the next day.
  16. Drawings - The part of the Contract Documents which show the characteristics and scope of the Work to be performed and which have been prepared by or for the Commission. The term is used interchangeably with the word "Plans" and includes Standard Details, and Specifications.
  17. Engineer - The authorized agent of the Commission, acting within the scope of their authority or delegated authority and the particular duties assigned.
  18. Environmental Pollution - Presence and action of physical, chemical, biological, and human agents that adversely affect individual and community health and welfare; unfavorably alter or destroy ecosystems of importance to man; or degrade significant aesthetic and recreational values.
  19. Federal Contract Provisions - Are federal contract provisions which are required to be included in the Contract by the federal government.
  20. Field Order - A written order to the Contractor issued during construction by the Engineer for interpretations, clarifications, directives and other instructions as to the intent of the Contract Documents.
  21. Final Completion - That date as certified by the Engineer when all Work contained in the Contract Documents has been completed, including outstanding items of Work that were not required by the Engineer for the Certificate of Substantial Completion.
  22. General Conditions - The Articles included in this document.
  23. Inspector - The authorized representative of the Commission assigned to make detailed inspection of any or all portions of the Work or materials.
  24. Invitation for Bids - Has the same definition as WSSC Code of Regulations, Title 6, Chapter 6.15.070(oo).
  25. Latent Defect - A hidden defect in the Work that reasonably careful inspection could not reveal prior to the expiration of the maintenance bond.
  26. Manufacturer - Any person or organization who changes the form of a commodity or creates a new commodity and supplies it for the Work at any tier, but who does not perform labor at the site.
  27. Notice to Proceed - Written communication issued by the Commission to the Contractor authorizing him to proceed with the Work and establishing the dates of commencement and substantial completion of the Work.
  28. Or Equal - A material, article or method is specified or described by using the name of a proprietary product or name of a particular manufacturer or vendor in the Contract Documents and gives the Contractor an opportunity to provide an equal substitution. Materials, articles or methods deemed equal by the Contractor which he proposes to incorporate into the Work shall be submitted with his bid in accordance with requirements set forth in the Contract Documents.
  29. Pollutant - Any chemical or physical substance that when introduced into a natural aquatic, atmospheric or soil system will cause adverse impact on that system. Includes grease, oil, bitumens, sewage, salts, adhesives, fuels and, when considering aquatic or atmospheric systems, soil.
  30. Project - The undertaking to be performed as provided in the Contract Documents.
  31. Proper Invoice - A payment estimate which has been approved as correct by the Engineer with respect to quantity, price, delivery, lawfully deducted sums, and supporting documentation which may be required by the Contract Documents.
  32. Provide - Means furnish and install, complete in place.
  33. Public Utilities Easement (PUE) - An easement established, by document and dedication by recordation of a plat of subdivision, to permit the construction, maintenance, and operation of the utilities for gas, electric, telephone and cable companies. Commission facilities are not included.
  34. Right of Way - The right, acquired by a legally executed and recorded document, permitting the Commission to use a clearly defined strip or parcel across the land of others for the installation, construction, reconstruction, maintenance, repair, operation, and inspection, with the right of ingress and egress for a specified utility or facility, in perpetuity.
  35. Rock - Any indurated material that requires drilling, wedging, blasting, or other methods of brute force to excavate.
  36. Sensitive Documents: Documents and information that could reasonably be used to aid in or plan for contaminating or damaging the Commission system or Commission customers. Examples of such documents include, but are not limited to:
  37. Solicitation - Has the same definition as WSSC Code of Regulations, Title 6, Chapter 6.15.070(mmm).
  38. Special Conditions - A document which supplements, modifies, changes, deletes, removes, adds, or strikes any language to the General Conditions.
  39. Specifications - Sections containing Scope of Work and technical requirements which are unique to a particular contract.
  40.  Standard Details - Commission details showing standard elements of construction, methods, and materials for use on Commission Contracts.
  41.  Structure - Structural entity including but not limited to building, manhole, duct bank, tank, foundation, road, pavement, pipe conductor, substation, pumping station.
  42.  Subcontractor - An individual, firm or corporation having a direct contract with the Contractor or with any other Subcontractor at any tier for the performance of a part of the Work at the site. Subcontractor shall not mean supplier.
  43.  Substantial Completion - That date as certified by the Engineer when the construction of the Project or a specified part thereof is sufficiently completed in accordance with the Contract Documents so that the Project or specified part can be utilized for the purposes for which it is intended.
  44.  Supplier - Any person or organization who supplies materials or equipment for the Work at any tier, including that fabricated to a special design, but who does not perform labor at the site.
  45.  Work - Any and all obligations, duties, and responsibilities necessary to the successful completion of the Project assigned to or undertaken by the Contractor under the Contract Documents, labor, materials, equipment, and other incidentals and the furnishing thereof.
  46.  Written Notice - Any notice to any party of the Contract relative to any part of the Contract in writing and considered delivered and the service thereof completed when posted by mail to the said party at his last given address, or delivered in person to said party or his authorized representative of the Project.
  47.  WSSC's Procurement Regulations - The regulations adopted by the Commission and cited as WSSC Code of Regulations, Title 6, Chapter 6.15. The Procurement Regulations can be viewed https://wssc.district.codes/Code/6.15. 
• DEFINITIONS —

  Wherever used in these General Conditions, the following terms shall have the meanings indicated, which shall be applicable to both the singular and plural thereof.

  1. Addenda - Written or graphic instruments issued prior to the Bid Opening, which modify or interpret the Contract Documents.
  2.  Amendments - Written or graphic instruments executed after Bid Opening, which modify or Interpret the Contract Documents.
  3. Approval - Written approval from the Engineer.
  4.  Bid - The offer or proposal of the Bidder submitted in the prescribed manner on the prescribed form setting forth the prices for the Work to be performed as described in the Contract Documents.
  5. Bidder - Any person, firm or corporation submitting a Bid for the Work.
  6. Bonds - Bid Bond, Performance Bonds, Labor and Material Payment Bonds, Maintenance Bonds, and other instruments of security furnished by the Contractor and his surety in accordance with the Contract Documents.
  7. Claim - A demand which seeks the payment of money, an adjustment of time, an adjustment or interpretation of any provision of the Contract Documents, or other relief arising under or relating to this Contract, including without limitation, controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification or rescission.
  8. Commission - The Washington Suburban Sanitary Commission (WSSC), the Owner.
  9. Construction Easement - The right, acquired through formally executed permission of the property owner, permitting the Commission to use a clearly defined strip or parcel of land across the property of others temporarily during the period of initial construction of a specified utility or facility.
  10. Contract Documents - The Contract, including WSSC's Procurement Regulations, the Solicitation, Invitation for Bids, Bonds, Notice of Award, Notice to Proceed, Change Orders, Field Orders, Drawings, Certificate of Substantial Completion, Certificate of Final Acceptance, Specifications, these General Conditions, Special Conditions, Standard Details, Amendments, Addenda, Contract Execution Page, Appendix A from the Solicitation, Appendix B from the Solicitation, Appendix C Submissions, and Federal Contract Provisions when required.
  11. Contract Price - The total monies payable to the Contractor under the terms and conditions of the Contract Documents.
  12. Contract Time - The specific date or the number of calendar days stated in the Contract Documents for the substantial completion of the Work.
  13. Contractor - The person, firm or corporation with whom the Commission has executed the Contract
  14. Contractor's Submittals - Shall include but not be limited to all shop, layout and working drawings, diagrams, illustrations, catalog data, brochures, calculations, and other data which are prepared by the Contractor, a Subcontractor, manufacturer, supplier or distributor, which illustrate how specific portions of the Work shall be fabricated or installed.
  15. Day - A calendar day of 24 hours lasting from midnight one day to midnight the next day.
  16. Drawings - The part of the Contract Documents which show the characteristics and scope of the Work to be performed and which have been prepared by or for the Commission. The term is used interchangeably with the word "Plans" and includes Standard Details, and Specifications.
  17. Engineer - The authorized agent of the Commission, acting within the scope of their authority or delegated authority and the particular duties assigned.
  18. Environmental Pollution - Presence and action of physical, chemical, biological, and human agents that adversely affect individual and community health and welfare; unfavorably alter or destroy ecosystems of importance to man; or degrade significant aesthetic and recreational values.
  19. Federal Contract Provisions - Are federal contract provisions which are required to be included in the Contract by the federal government.
  20. Field Order - A written order to the Contractor issued during construction by the Engineer for interpretations, clarifications, directives and other instructions as to the intent of the Contract Documents.
  21. Final Completion - That date as certified by the Engineer when all Work contained in the Contract Documents has been completed, including outstanding items of Work that were not required by the Engineer for the Certificate of Substantial Completion.
  22. General Conditions - The Articles included in this document.
  23. Inspector - The authorized representative of the Commission assigned to make detailed inspection of any or all portions of the Work or materials.
  24. Invitation for Bids - Has the same definition as WSSC Code of Regulations, Title 6, Chapter 6.15.070(oo).
  25. Latent Defect - A hidden defect in the Work that reasonably careful inspection could not reveal prior to the expiration of the maintenance bond.
  26. Manufacturer - Any person or organization who changes the form of a commodity or creates a new commodity and supplies it for the Work at any tier, but who does not perform labor at the site.
  27. Notice to Proceed - Written communication issued by the Commission to the Contractor authorizing him to proceed with the Work and establishing the dates of commencement and substantial completion of the Work.
  28. Or Equal - A material, article or method is specified or described by using the name of a proprietary product or name of a particular manufacturer or vendor in the Contract Documents and gives the Contractor an opportunity to provide an equal substitution. Materials, articles or methods deemed equal by the Contractor which he proposes to incorporate into the Work shall be submitted with his bid in accordance with requirements set forth in the Contract Documents.
  29. Pollutant - Any chemical or physical substance that when introduced into a natural aquatic, atmospheric or soil system will cause adverse impact on that system. Includes grease, oil, bitumens, sewage, salts, adhesives, fuels and, when considering aquatic or atmospheric systems, soil.
  30. Project - The undertaking to be performed as provided in the Contract Documents.
  31. Proper Invoice - A payment estimate which has been approved as correct by the Engineer with respect to quantity, price, delivery, lawfully deducted sums, and supporting documentation which may be required by the Contract Documents.
  32. Provide - Means furnish and install, complete in place.
  33. Public Utilities Easement (PUE) - An easement established, by document and dedication by recordation of a plat of subdivision, to permit the construction, maintenance, and operation of the utilities for gas, electric, telephone and cable companies. Commission facilities are not included.
  34. Right of Way - The right, acquired by a legally executed and recorded document, permitting the Commission to use a clearly defined strip or parcel across the land of others for the installation, construction, reconstruction, maintenance, repair, operation, and inspection, with the right of ingress and egress for a specified utility or facility, in perpetuity.
  35. Rock - Any indurated material that requires drilling, wedging, blasting, or other methods of brute force to excavate.
  36. Sensitive Documents: Documents and information that could reasonably be used to aid in or plan for contaminating or damaging the Commission system or Commission customers. Examples of such documents include, but are not limited to:
  37. Solicitation - Has the same definition as WSSC Code of Regulations, Title 6, Chapter 6.15.070(mmm).
  38. Special Conditions - A document which supplements, modifies, changes, deletes, removes, adds, or strikes any language to the General Conditions.
  39. Specifications - Sections containing Scope of Work and technical requirements which are unique to a particular contract.
  40.  Standard Details - Commission details showing standard elements of construction, methods, and materials for use on Commission Contracts.
  41.  Structure - Structural entity including but not limited to building, manhole, duct bank, tank, foundation, road, pavement, pipe conductor, substation, pumping station.
  42.  Subcontractor - An individual, firm or corporation having a direct contract with the Contractor or with any other Subcontractor at any tier for the performance of a part of the Work at the site. Subcontractor shall not mean supplier.
  43.  Substantial Completion - That date as certified by the Engineer when the construction of the Project or a specified part thereof is sufficiently completed in accordance with the Contract Documents so that the Project or specified part can be utilized for the purposes for which it is intended.
  44.  Supplier - Any person or organization who supplies materials or equipment for the Work at any tier, including that fabricated to a special design, but who does not perform labor at the site.
  45.  Work - Any and all obligations, duties, and responsibilities necessary to the successful completion of the Project assigned to or undertaken by the Contractor under the Contract Documents, labor, materials, equipment, and other incidentals and the furnishing thereof.
  46.  Written Notice - Any notice to any party of the Contract relative to any part of the Contract in writing and considered delivered and the service thereof completed when posted by mail to the said party at his last given address, or delivered in person to said party or his authorized representative of the Project.
  47.  WSSC's Procurement Regulations - The regulations adopted by the Commission and cited as WSSC Code of Regulations, Title 6, Chapter 6.15. The Procurement Regulations can be viewed https://wssc.district.codes/Code/6.15. 
• ECONOMIC PRICE ADJUSTMENT —
  1.  All prices shall remain firm during the initial term of the Agreement. Any subsequent price adjustments, whether increases or decreases, will be considered on an annual basis, at the sole discretion of the Commission.
  2. The Contractor must submit any requests for price adjustments in writing at least 60 days prior to the desired adjustment date. The baseline for determining price adjustments will be the closing date of the solicitation. All proposed price changes are subject to review and approval by the Commission.
  3. Price increases will be capped at a maximum of 10% per year, while price decreases will be capped at a minimum of 10% per year. Pricing adjustments shall be determined using the U.S. Bureau of Labor Statistics average percentage change for the most recent calendar year, as referenced in the solicitation. Any requests for such adjustments are not guaranteed.
  4. In the event of extraordinary circumstances, including but not limited to significant regulatory changes, tariffs, or other external factors beyond the control of the Contractor, that result in substantial price increases, the Commission may, at its sole discretion, consider adjustments exceeding the 10% cap. However, such WSSC adjustments are not guaranteed, and the Commission is under no obligation to approve any requests for price increases beyond this limit. To support such requests, the Contractor must provide detailed and verifiable documentation, including but not limited to: invoices from suppliers reflecting increased costs, official government notices of tariff changes, detailed cost analyses, and any other relevant financial records or data. All submissions will be thoroughly reviewed, and approval will be granted solely at the Commission's discretion.
• CONTRACT DOCUMENTS —
  1. The Contract Documents include WSSC's Procurement Regulations (WSSC Code of  Regulations, Title 6, Chapter 6.15), the Solicitation, Bonds, Notice of Award, Notice to Proceed, Change Orders, Drawings (when applicable), Certificate of Substantial Completion, Specifications, these General Conditions, Special Conditions, Standard Details, Amendments, Addenda, Contract Execution Page, Appendix A from the Solicitation, Appendix B from the Solicitation, Appendix C forms completed by the CONSULTANT, and Federal Contract Provisions when required.
     
     
  2. The Contract Documents intend that the CONSULTANT shall furnish all labor, materials, tools, equipment, and transportation necessary for the proper execution of the Work in accordance with the Contract Documents and all incidental work necessary to complete the Project acceptably, ready for use, occupancy, or operation by the COMMISSION.
     
     
  3. In resolving conflicts, errors, and discrepancies within the Contract Documents, the Documents shall be given precedence in the following order:

  Federal Contract Provisions (only if identified and incorporated in the Contract Documents)
  WSSC Procurement Regulations
  Change Orders
  Amendments
  Addenda
  Special Conditions
  General Conditions
  Contract Execution Page
  Notice to Proceed
  Notice of Award
  Specifications/Statement of Work
  Drawings (when applicable)
  Appendix B to the Solicitation (Insurance & Bonding Requirements)
  Appendix A to the Solicitation (MBE and/or SLBE requirements)
  Appendix C to the Solicitation (Commission Forms completed by CONSULTANT)

• SCOPE OF WORK —

  The Contractor shall provide facilitation, planning support, educational training support, and post-session documentation services for a two-day in-service training event involving Customer Service Department staff and members of senior leadership.

  The Contractor shall act as a neutral facilitator focused on managing the facilitation process while supporting collaborative discussion and productive engagement among participants.

  The Contractor shall provide the following services:

  1. Pre-Session Planning and Design
     The Contractor shall:
     1. Conduct limited stakeholder interviews, as time permits, to confirm alignment with established goals and objectives and capture participant input;
     2. Collaborate with the internal Operation True North planning team to finalize: 
        1. Two-day session agenda;
        2. Facilitation structure;
        3. Interactive activities;
        4. Session flow;
        5. Educational content delivery approach; and
        6. Desired participant outcomes;
     3. Assist with drafting targeted employee communications and a pre-session survey to gather employee feedback and establish expectations in advance of the training session;
     4. Prepare facilitation and training materials, including: 
        1. Presentation materials;
        2. Handouts;
        3. Collaborative exercises;
        4. Interactive activities; and
        5. Facilitation tools;
     5. Coordinate with WSSC Water regarding topics identified by the planning team and Customer Service Department employees for inclusion in the sessions; and 
     6. Incorporate ADKAR-based change management principles into the overall session planning and facilitation approach to support awareness, engagement, participation, and adoption of identified improvements. 
        
        
  2. Session Delivery and Facilitation
     The Contractor shall:
     1. Co-facilitate the two-day in-service training session;
     2. Guide discussions related to: 
        1. Customer experience challenges;
        2. Employee concerns;
        3. Process improvement opportunities;
        4. Organizational communication;
        5. Policy clarity and consistency; and
        6. Service enhancement opportunities;
     3. Use facilitation techniques designed to keep participants focused on actionable outcomes;
     4. Maintain productive group dynamics and effective time management;
     5. Promote a participatory, collaborative, and inclusive environment;
     6. Foster psychological safety and encourage respectful and equitable participation among attendees;
     7. Provide neutral mediation of perspectives and encourage collaborative decision-making;
     8. Deliver soft-skills educational content utilizing AWWA Customer Service Training Program guidance, or equivalent customer service training methodologies;
     9. Conduct sessions in a collaborative design format; and
     10. Apply ADKAR and/or other change management-based facilitation techniques to support participant understanding, engagement, and commitment to identified process improvements and organizational changes. 
         
         
  3. Post-Session Documentation and Follow-Up
     The Contractor Shall:
     1. Synthesize discussions, themes, and key agreements from both training days;
     2. Prepare daily synthesized summaries for participant read-outs:
        1. End of Day One summary for review at the beginning of Day Two, and 
        2. End of Day Two summary for final participant review;
     3. Prepare:
        1. Meeting minutes; 
        2. Action item and commitments tracker;
        3. Responsible parties and timelines, and;
        4. Measures of success;
     4. Prepare a final report summarizing:
        1. Session outcomes;
        2. Key themes;
        3. Action items;
        4. Commitments, and;
        5. Change management considerations supporting implementation of identified improvements;
     5. Conduct a debrief session with the WSSC Water Operation True North Planning Team.
• FIELD ORDERS —
  1. At the request of the Contractor, the Engineer may issue Field Orders that contain interpretations, clarifications, and other instructions as to the intent of the Contract Documents. In addition, the Engineer may at any time issue additional instruction, explain details of the Work and issue detail drawings in the form of Field Orders, as necessary to perform the Work required by the Contract Documents. Upon receipt of a Field Order, the Contractor shall proceed with the performance of the Work in accordance with all instructions contained therein.
  2. There shall be no additional Contract Cost or Time to the Commission resulting from a Field Order unless the Contractor believes that the Field Order entitles him to a change in the Contract Price or Time or both, and so notifies the Engineer, in writing, within 7 days after receipt of the Field Order. Request for a Change Order arising out of a Field Order will not be considered without the attachment thereto of a copy of the referenced Field Order. Thereafter the Contractor shall document his position in accordance with the section for change in the Contract Price and Time within 30 days. Failure to notify the Engineer within 7 days after receipt of the Field Order or to document the Contractor's position within prescribed time shall constitute an abandonment of all entitlement.
  3. The Contractor shall proceed with the performance of the Work in accordance with the Field Order. Failure to proceed shall constitute a breach of Contract and shall be cause for termination of the Contract 
• FIELD ORDERS —
  1. At the request of the Contractor, the Engineer may issue Field Orders that contain interpretations, clarifications, and other instructions as to the intent of the Contract Documents. In addition, the Engineer may at any time issue additional instruction, explain details of the Work and issue detail drawings in the form of Field Orders, as necessary to perform the Work required by the Contract Documents. Upon receipt of a Field Order, the Contractor shall proceed with the performance of the Work in accordance with all instructions contained therein.
  2. There shall be no additional Contract Cost or Time to the Commission resulting from a Field Order unless the Contractor believes that the Field Order entitles him to a change in the Contract Price or Time or both, and so notifies the Engineer, in writing, within 7 days after receipt of the Field Order. Request for a Change Order arising out of a Field Order will not be considered without the attachment thereto of a copy of the referenced Field Order. Thereafter the Contractor shall document his position in accordance with the section for change in the Contract Price and Time within 30 days. Failure to notify the Engineer within 7 days after receipt of the Field Order or to document the Contractor's position within prescribed time shall constitute an abandonment of all entitlement.
  3. The Contractor shall proceed with the performance of the Work in accordance with the Field Order. Failure to proceed shall constitute a breach of Contract and shall be cause for termination of the Contract 
• SCHEDULES, REPORTS AND RECORDS —
  1. The Contractor shall submit to the Engineer such schedule of quantities and costs, construction progress schedules, payrolls, breakdown of lump sum items, reports, estimates, records, and other data where applicable, as are required by the Contract Documents. 
• ACCESS TO INFORMATION, PERSONNEL, COMMISSION FACILITIES —
  1. The COMMISSION shall furnish to the CONSULTANT all information and personnel that the CONSULTANT shall deem pertinent in the execution of the Work under this Contract.
     
     
  2. The COMMISSION shall assist and make provisions for the CONSULTANT to enter upon COMMISSION facilities as required for the CONSULTANT to perform work under this Contract.
• SCHEDULES, REPORTS AND RECORDS —
  1. The Contractor shall submit to the Engineer such schedule of quantities and costs, construction progress schedules, payrolls, breakdown of lump sum items, reports, estimates, records, and other data where applicable, as are required by the Contract Documents. 
• TECHNICAL REQUIREMENTS —

  The Contractor shall demonstrate:

  1. Experience facilitating collaborative workshops, organizational training sessions, or employee engagement initiatives;
  2. Experience facilitating customer service-focused or organizational improvement sessions;
  3. Ability to facilitate highly interactive and participatory sessions;
  4. Ability to manage diverse stakeholder discussions professionally, collaboratively, and neutrally;
  5. Experience utilizing collaborative design facilitation methods;
  6. Demonstrated understanding of ADKAR principles and experience applying ADKAR and/or other change management-based facilitation approaches to organizational training, employee engagement, or process improvement initiatives;
  7. Experience delivering soft-skills or customer service training;
  8. Strong written communication and documentation capabilities; and
  9. Availability to conduct the session during May 2026.
• WORKING HOURS —
  1. The Contractor will only be permitted access to the Commission's facilities during the general working hours of 7:00 a.m. to 3:30 p.m., local prevailing time, Monday through Friday, except on Commission-observed holidays. Any other times will be noted in the solicitation documents.
  2. If it becomes necessary for the Contractor to perform work during Commission non-working hours, permission to work must be granted by the Project/Contract Manager. The Contractor will be required to furnish to the Project/Contract Manager a list of the Contractor's employees who will be working. No additional compensation shall be paid for hours worked during non-working hours.
• WORKING HOURS —
  1. The CONSULTANT will only be permitted access to the COMMISSION's facilities only during the working hours indicated in the scope of work.
     
     
  2. If it becomes necessary for the CONSULTANT to perform work during COMMISSION non-working hours, permission to work must be granted by the Project/Contract Manager. The CONSULTANT will be required to furnish to the Project/Contract Manager a list of the CONSULTANT's employees who will be working. No additional compensation shall be paid for hours worked during non-working hours.
• HOLIDAYS —
  1. Access to Commission facilities will be denied on holidays. It is the responsibility of the Contractor to determine on which specific dates these holidays are observed by the Commission.
  2. The Commission observes the following holidays: New Year's Day (Observed), Martin Luther King Jr.'s Birthday, President's Day, Memorial Day, Juneteenth (Observed), Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Day (Observed), General Election Day (even numbered years) and Inauguration Day.
• CONTRACT DOCUMENTS —
  1. The intent of the Contract Documents is that the Contractor shall furnish all labor, materials, tools, equipment, and transportation necessary for the proper execution of the Work in accordance with the Contract Documents and all incidental Work necessary to complete the Project in an acceptable manner, ready for use, occupancy or operation by the Commission.
  2. In resolving conflicts, errors, and discrepancies within the Contract Documents, the Documents shall be given precedence in the following order:
     1. Federal Contract Provisions (only if identified and incorporated in the Contract Documents)
     2. WSSC Procurement Regulations
     3. Change Orders
     4. Field Orders
     5. Task Orders
     6. Amendments
     7. Addenda
     8. Special Conditions
     9. General Conditions
     10. Contract Execution Page
     11. Notice to Proceed
     12. Notice of Award
     13. Special Provisions
     14. Specifications Drawings
     15. Standard Details
     16. Appendix B to the Solicitation (Insurance & Bonding Requirements)
     17. Appendix A to the Solicitation (MBE and/or SLBE requirements)
     18. Appendix C to the Solicitation (Commission Forms completed by Contractor)
     19. Division 1, General Requirements governs the execution of all Sections of the Specifications from Division 2 through Division 16. Anything mentioned in the Specifications and not shown on the Drawings or shown on the Drawings and not mentioned in the Specifications shall be of like effect as if shown or mentioned in both. Figure dimensions on Drawings shall govern over scale dimensions and detailed Drawings shall govern over general Drawings.
  3. Any discrepancies found between the Drawings and Specifications or any inconsistencies or ambiguities in the Drawings or Specifications shall be immediately reported to the Engineer, in writing, who shall promptly correct such inconsistencies or ambiguities in writing. Work done by the Contractor after his discovery of such discrepancies, inconsistencies or ambiguities prior to corrections directed by the Engineer shall be done at the Contractor's risk. 
• CONTRACT DOCUMENTS —
  1. The intent of the Contract Documents is that the Contractor shall furnish all labor, materials, tools, equipment, and transportation necessary for the proper execution of the Work in accordance with the Contract Documents and all incidental Work necessary to complete the Project in an acceptable manner, ready for use, occupancy or operation by the Commission.
  2. In resolving conflicts, errors, and discrepancies within the Contract Documents, the Documents shall be given precedence in the following order:
     1. Federal Contract Provisions (only if identified and incorporated in the Contract Documents)
     2. WSSC Procurement Regulations
     3. Change Orders
     4. Field Orders
     5. Task Orders
     6. Amendments
     7. Addenda
     8. Special Conditions
     9. General Conditions
     10. Contract Execution Page
     11. Notice to Proceed
     12. Notice of Award
     13. Special Provisions
     14. Specifications Drawings
     15. Standard Details
     16. Appendix B to the Solicitation (Insurance & Bonding Requirements)
     17. Appendix A to the Solicitation (MBE and/or SLBE requirements)
     18. Appendix C to the Solicitation (Commission Forms completed by Contractor)
     19. Division 1, General Requirements governs the execution of all Sections of the Specifications from Division 2 through Division 16. Anything mentioned in the Specifications and not shown on the Drawings or shown on the Drawings and not mentioned in the Specifications shall be of like effect as if shown or mentioned in both. Figure dimensions on Drawings shall govern over scale dimensions and detailed Drawings shall govern over general Drawings.
  3. Any discrepancies found between the Drawings and Specifications or any inconsistencies or ambiguities in the Drawings or Specifications shall be immediately reported to the Engineer, in writing, who shall promptly correct such inconsistencies or ambiguities in writing. Work done by the Contractor after his discovery of such discrepancies, inconsistencies or ambiguities prior to corrections directed by the Engineer shall be done at the Contractor's risk. 
• DELIVERABLES —

  The Contractor shall provide the following deliverables:

  1. Pre-session survey;
  2. Stakeholder interview summary;
  3. Final session agenda;
  4. Facilitation materials and presentation content;
  5. End-of-day synthesized discussion summaries;
  6. Meeting minutes;
  7. Action items and commitments tracker identifying:
     • Responsible parties;
     • Target completion dates; and
     • Measures of success;
  8. Final report summarizing session outcomes, recommendations, and change management considerations;
  9. Recommendations supporting implementation and adoption of identified improvements; and
  10. Debrief session with the Operation True North Planning Team.
• CONTRACTOR'S SUBMITTALS —
  1. The Contractor shall provide all submittals as may be necessary for the prosecution of the Work as required by the Contract Documents.
• HOLIDAYS —
  1. Access to Commission facilities will be denied on holidays. It is the responsibility of the Contractor to determine on which specific dates these holidays are observed by the Commission.
     
     
  2. The Commission observes the following holidays: New Year's Day (Observed), Martin Luther King Jr.'s Birthday, President's Day, Memorial Day, Juneteenth (Observed), Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Day (Observed), General Election Day (even numbered years) and Inauguration Day.
• QUOTATION REQUIREMENTS —

  Interested vendors shall submit the following information:

  1. Company or consultant name and contact information;
  2. Summary of relevant facilitation, organizational training, and change management experience;
  3. Description of experience with:
     • Collaborative workshops;
     • Customer service training;
     • Employee engagement facilitation; and
     • ADKAR and/or other change management methodologies;
  4. Confirmation of availability during the requested timeframe;
  5. At least two references for similar engagements; and
  6. A fixed-price quotation inclusive of all labor, materials, travel, administrative expenses, and associated costs.
• CONTRACTOR'S SUBMITTALS —
  1. The Contractor shall provide all submittals as may be necessary for the prosecution of the Work as required by the Contract Documents.
• CONTRACTORS RESPONSIBILITIES —
  1. The work to be performed under this Contract will be performed in and around operating facilities. The Contractor will take all precautions necessary to prevent interference with the Commission's operations.
• DELIVERY —
  1. All deliveries made to the Commission Facilities shall be made F.O.B. destination. Receiving hours are from 7:30 A.M. to 11:45 A.M. and 12:45 P.M. to 3:45 P.M., Monday through Friday, except on Commission holidays (unless otherwise noted in solicitation documents).
• EVALUATION CRITERIA —

  Quotations will be evaluated based on the following factors:

  1. Relevant facilitation and organizational training experience;
  2. Experience conducting collaborative workshops and employee engagement sessions;
  3. Demonstrated understanding and experience applying ADKAR and/or other change management-based facilitation approaches;
  4. Experience delivering customer service-focused training programs;
  5. Availability to support the requested timeframe;
  6. Quality and completeness of the quotation submission; and
  7. Overall value to WSSC Water, including pricing.
• TIME EXTENSION —
  1. All time extensions approved by the COMMISSION will be issued in writing as a formal change to the Contract and as described in "Changes" herein. Failure to perform all work in accordance with the schedule, except where approved extensions exist, will be taken into consideration when evaluating the CONSULTANT for future work with the COMMISSION.
• MATERIALS, SERVICES AND FACILITIES —
  1. It is understood that except as otherwise specifically stated in the Contract Documents, the Contractor shall provide and pay for all materials, labor, tools, equipment, light, power, transportation, supervision, temporary construction of any nature, and all other services and facilities of any nature whatsoever necessary to execute, complete, and deliver the Work within the specified time.
  2.  Manufactured articles, materials, and equipment shall be new, and shall be stored, applied, installed, connected, erected, used, cleaned, and conditioned as directed by the manufacturer, and as approved by the Engineer. Manufactured articles, materials, and equipment shall meet all specified requirements, and their manufacturers and suppliers shall be approved by the Engineer before delivery to the Contract site. When manufactured articles, materials, and equipment, and their manufacturers and suppliers are named in the Specifications, only those named will be considered and accepted. When the named manufactured articles, materials and equipment are followed by the phrase "or equal," the provisions of Section 01630 shall apply.
  3.  Deliveries of material, equipment, and supplies to the Contractor or Subcontractors at the contract site shall be specifically addressed to the Contractor or Subcontractor and not to the Commission. Commission personnel will not accept deliveries for the Contractor or Subcontractors.
  4.  Materials and equipment shall be stored to ensure the preservation of their quality and fitness for the Work. Stored materials and equipment to be incorporated in the Work shall be located and stored to facilitate prompt and safe inspection. Temporary fence shall be provided, when required. All written instructions and recommendations of the manufacturer and requirements of the Engineer for lubrication, protection, and maintenance of equipment shall be performed during storage, installation, and until it is accepted as substantially complete by the Engineer. Materials and equipment damaged including those damaged internally from moisture, improper storage or otherwise shall be replaced or repaired as directed by the Engineer at no additional cost to the Commission.
  5.  Materials, supplies, and equipment shall be in accordance with samples, drawings, and catalog cuts submitted by the Contractor and approved by the Engineer and shall not be delivered to the Work site prior to the Engineer's approval of samples and Contractor's submittals.
  6.  Materials, supplies or equipment to be incorporated into the Work shall be new and shall not be purchased by the Contractor or the Subcontractor subject to a chattel mortgage or under a conditional sale contract or other agreement by which an interest is retained by the seller.
  7.  The Contractor shall submit to the Engineer an invoice for each movable item furnished, including tools, office furniture and equipment and laboratory equipment.
  8.  All Work included in this Contract shall be performed in a skillful and workmanlike manner. The Contractor shall employ no plant, equipment, materials, methods or persons to which the Engineer objects, and shall remove no plant, equipment or other facilities from the site of the Work without permission of the Engineer.
• MATERIALS, SERVICES AND FACILITIES —
  1. It is understood that except as otherwise specifically stated in the Contract Documents, the Contractor shall provide and pay for all materials, labor, tools, equipment, light, power, transportation, supervision, temporary construction of any nature, and all other services and facilities of any nature whatsoever necessary to execute, complete, and deliver the Work within the specified time.
  2.  Manufactured articles, materials, and equipment shall be new, and shall be stored, applied, installed, connected, erected, used, cleaned, and conditioned as directed by the manufacturer, and as approved by the Engineer. Manufactured articles, materials, and equipment shall meet all specified requirements, and their manufacturers and suppliers shall be approved by the Engineer before delivery to the Contract site. When manufactured articles, materials, and equipment, and their manufacturers and suppliers are named in the Specifications, only those named will be considered and accepted. When the named manufactured articles, materials and equipment are followed by the phrase "or equal," the provisions of Section 01630 shall apply.
  3.  Deliveries of material, equipment, and supplies to the Contractor or Subcontractors at the contract site shall be specifically addressed to the Contractor or Subcontractor and not to the Commission. Commission personnel will not accept deliveries for the Contractor or Subcontractors.
  4.  Materials and equipment shall be stored to ensure the preservation of their quality and fitness for the Work. Stored materials and equipment to be incorporated in the Work shall be located and stored to facilitate prompt and safe inspection. Temporary fence shall be provided, when required. All written instructions and recommendations of the manufacturer and requirements of the Engineer for lubrication, protection, and maintenance of equipment shall be performed during storage, installation, and until it is accepted as substantially complete by the Engineer. Materials and equipment damaged including those damaged internally from moisture, improper storage or otherwise shall be replaced or repaired as directed by the Engineer at no additional cost to the Commission.
  5.  Materials, supplies, and equipment shall be in accordance with samples, drawings, and catalog cuts submitted by the Contractor and approved by the Engineer and shall not be delivered to the Work site prior to the Engineer's approval of samples and Contractor's submittals.
  6.  Materials, supplies or equipment to be incorporated into the Work shall be new and shall not be purchased by the Contractor or the Subcontractor subject to a chattel mortgage or under a conditional sale contract or other agreement by which an interest is retained by the seller.
  7.  The Contractor shall submit to the Engineer an invoice for each movable item furnished, including tools, office furniture and equipment and laboratory equipment.
  8.  All Work included in this Contract shall be performed in a skillful and workmanlike manner. The Contractor shall employ no plant, equipment, materials, methods or persons to which the Engineer objects, and shall remove no plant, equipment or other facilities from the site of the Work without permission of the Engineer.
• PROPERTY DAMAGE —
  1. Should any damage to Commission property be caused by the Contractor, employees, or agents of the Contractor, the Contractor will be required to report it to the Commission's Project Manager and make repairs immediately, to the satisfaction of the Commission's Project Manager and at no cost to the Commission.  The Commission may, however, elect to make repairs or replace the damaged property and deduct the cost of repairs or replacement from monies due, or to become due, to the Contractor.
• COMPENSATION —
  1. Any costs incurred by the CONSULTANT in excess of the agreed upon compensation and without the issuance of a formal written change order shall not be paid by the COMMISSION.
     
     
  2. The CONSULTANT will submit periodic invoices for payment, but not more frequently than monthly, for work and services performed under this Contract. Such invoices shall be prepared by the CONSULTANT supplemented and accompanied by supporting data, which is satisfactory to the COMMISSION. A list of employees employed by the CONSULTANT on each invoice to perform the direct services and their respective hourly rates shall be included on each invoice along with a brief description of the work performed and the day it was done. Each invoice shall also include a running total of all funds billed under this Contract to date.
     
     
  3. It is understood and agreed that the compensation herein provided to be paid by the COMMISSION is for the services of the CONSULTANT on the project as described herein and does not include any assistance in preparation for or during the progress of litigation to which the COMMISSION is a party The CONSULTANT agrees to assist the COMMISSION in matters of litigation upon request and upon reasonable compensation to be negotiated for such services requested. The CONSULTANT shall not be entitled to any compensation for any assistance or services requested or rendered in any matter involving claims by third parties against the COMMISSION arising out of the fault or negligence on the part of the CONSULTANT or his agents
     
     
  4. For services performed by the CONSULTANT under this Contract, and as full and complete compensation therefore, except as otherwise expressly provided herein, the COMMISSION will pay to the CONSULTANT allowable costs and fees as set forth in the pricing sheet.
     
     
  5. The Contract value shall not be exceeded without a formal change order being issued to this Contract. Any costs incurred by the CONSULTANT in excess of the Contract value without a formal change order to this Contract shall not be paid by the COMMISSION.
• BASIS OF AWARD —

  Award will be made to the responsible vendor whose quotation is determined to be the most advantageous to WSSC Water based on qualifications, relevant experience, technical approach, availability, and pricing.

  WSSC Water reserves the right to request clarifications, conduct discussions, or reject any or all quotations received.

• INSPECTION AND TEST —
  1. All materials and equipment used in the construction of the Project shall be subject to inspection and testing as required and defined in the Contract Documents.
  2. If the Contract Documents, laws, ordinances, rules, regulations or order of any public authority having jurisdiction require any Work to specifically be inspected, tested or approved by someone other than the Contractor, the Contractor shall give the Engineer 10 Day notice of readiness. The Contractor shall then furnish the Engineer the required certificates of inspection, testing or approval.
  3. Inspection, tests or approvals by the Engineer or others are for the sole benefit of the Commission and will not relieve the Contractor from his obligations to perform the Work in accordance with the requirements of the Contract Documents.
  4. The Engineer and his representatives shall have access to the Work at all times. In addition, authorized representatives of the Commission or agents of any participating Federal, State or local agency shall be permitted from time to time, as in their sole discretion they may deem necessary, to inspect all Work, materials, payrolls, records of personnel, invoices of materials, and other relevant data and records. All such records shall remain available and accessible during performance of the Contract and until 3 years from the date of Final Payment, or, in case of dispute, for a period of 3 years after resolution of said dispute, whichever is later. The Contractor shall provide proper facilities for such access, observation of the Work, and any inspection or testing thereof.
  5. If any Work is covered without the approval of the Engineer or contrary to requirements elsewhere in the Contract Documents, it shall, if requested by the Engineer, be uncovered for his observation and recovered at the Contractor's expense.
  6. If the Engineer considers it necessary or advisable that approved covered Work be inspected or tested, the Contractor, at the Engineer's request, shall uncover, expose or otherwise make that portion of the Work available for observation, inspection or testing as the Engineer may require by furnishing all necessary labor, materials, tools, and equipment. If it is found that such Work is defective, the Contractor shall bear all the expenses of such uncovering, exposure, observation, inspection, and testing and of satisfactory reconstruction. If, however, such Work is not found to be defective, the Contractor will be allowed an increase in the Contract Price or an extension of the Contract Time or both, directly attributable to such uncovering, exposure, observation, inspection, testing, and reconstruction and an appropriate Change Order will be issued. Any additional compensation or extension of time shall be determined as provided in Article 14. 
• INSPECTION AND TEST —
  1. All materials and equipment used in the construction of the Project shall be subject to inspection and testing as required and defined in the Contract Documents.
  2. If the Contract Documents, laws, ordinances, rules, regulations or order of any public authority having jurisdiction require any Work to specifically be inspected, tested or approved by someone other than the Contractor, the Contractor shall give the Engineer 10 Day notice of readiness. The Contractor shall then furnish the Engineer the required certificates of inspection, testing or approval.
  3. Inspection, tests or approvals by the Engineer or others are for the sole benefit of the Commission and will not relieve the Contractor from his obligations to perform the Work in accordance with the requirements of the Contract Documents.
  4. The Engineer and his representatives shall have access to the Work at all times. In addition, authorized representatives of the Commission or agents of any participating Federal, State or local agency shall be permitted from time to time, as in their sole discretion they may deem necessary, to inspect all Work, materials, payrolls, records of personnel, invoices of materials, and other relevant data and records. All such records shall remain available and accessible during performance of the Contract and until 3 years from the date of Final Payment, or, in case of dispute, for a period of 3 years after resolution of said dispute, whichever is later. The Contractor shall provide proper facilities for such access, observation of the Work, and any inspection or testing thereof.
  5. If any Work is covered without the approval of the Engineer or contrary to requirements elsewhere in the Contract Documents, it shall, if requested by the Engineer, be uncovered for his observation and recovered at the Contractor's expense.
  6. If the Engineer considers it necessary or advisable that approved covered Work be inspected or tested, the Contractor, at the Engineer's request, shall uncover, expose or otherwise make that portion of the Work available for observation, inspection or testing as the Engineer may require by furnishing all necessary labor, materials, tools, and equipment. If it is found that such Work is defective, the Contractor shall bear all the expenses of such uncovering, exposure, observation, inspection, and testing and of satisfactory reconstruction. If, however, such Work is not found to be defective, the Contractor will be allowed an increase in the Contract Price or an extension of the Contract Time or both, directly attributable to such uncovering, exposure, observation, inspection, testing, and reconstruction and an appropriate Change Order will be issued. Any additional compensation or extension of time shall be determined as provided in Article 14. 
• PRICING —

  Pricing shall be all-inclusive. There will be no additional charges for travel, incidentals, and overhead.

• PACKING LIST —
  1. A packing list shall accompany every shipment made. Absence of a packing slip or absence of required information may cause refusal of the shipment. The packing list shall contain the following information: Contract number, Master Delivery Release (MDR), and/or Purchase Order number, item description and size, quantity shipped, quantity ordered, quantity backordered, and packing slip number. Absence of the packing slip and its required information may be cause for rejection of the material and termination of the contract for default.
• SUBSTITUTIONS —
  1. Substitutions for named and specified materials, articles, and methods followed by the phrase "or equal" will only be allowed within the parameters set forth elsewhere in the Contract Documents. 
• SUBSTITUTIONS —
  1. Substitutions for named and specified materials, articles, and methods followed by the phrase "or equal" will only be allowed within the parameters set forth elsewhere in the Contract Documents. 
• CHANGES —
  1. The COMMISSION may, at any time, by written order, make changes within the general scope of this Contract in the services or Work to be performed. If such changes cause an increase or decrease in the CONSULTANT's cost of, or time required for, performance of any services under this Contract, whether or not changed by any written order, the CONSULTANT may submit a claim in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.560(b).
     
     
  2. No services for which additional compensation will be charged by the CONSULTANT shall be accepted without the written authorization of the COMMISSION.
• PATENTS —
  1. The Contractor shall pay all applicable royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and hold the Commission harmless from loss on account thereof, except that the Commission will be responsible for any such loss when a particular process, design or the product of a particular manufacturer or manufacturers as specified is an infringement of a patent, provided, however, that the Contractor shall be responsible for such loss unless he gives such information to the Engineer within 7 days of its receipt. 
• PROPERTY DAMAGE —
  1. Should any damage to COMMISSION property be caused by the CONSULTANT, employees or agents of the CONSULTANT, the CONSULTANT will be required to report them to the COMMISSION's Project/Contract Manager and make repairs immediately, to the satisfaction of the COMMISSION's Project/Contract Manager and at no cost to the COMMISSION. The COMMISSION may, however, elect to make repairs or replace the damaged property and deduct the cost of repairs or replacement from monies due, or to become due, the CONSULTANT.
• PATENTS —
  1. The Contractor shall pay all applicable royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and hold the Commission harmless from loss on account thereof, except that the Commission will be responsible for any such loss when a particular process, design or the product of a particular manufacturer or manufacturers as specified is an infringement of a patent, provided, however, that the Contractor shall be responsible for such loss unless he gives such information to the Engineer within 7 days of its receipt. 
• CONDITION OF MATERIAL UPON DELIVERY —
  1. All material shipped shall be protected to ensure against damage in transit; all material shall be in good condition upon delivery. If, upon unloading from a Carrier's truck, any products/materials are found damaged or otherwise unacceptable, the material will be rejected. The Project Manager or designee will notify the Contractor for such damages. The rejected product/material will be loaded on the carrier's truck for return to the Contractor or for other means of disposal at the Contractor's expense.
• PERIOD OF PERFORMANCE —

  The anticipated period of performance shall begin upon award and continue through completion of all deliverables associated with the facilitation event, debrief session, and final reporting requirements.

• SURVEY, PERMITS, REGULATIONS —
  1. Unless otherwise specified, the Engineer will furnish all boundary surveys and establish all baselines for locating the principal component parts of the Work together with suitable number of bench marks adjacent to the Work as shown in the Contract Documents.
  2. Unless otherwise specified, permits, licenses, and easements for permanent structures and permanent modifications to existing facilities will be secured and paid for by the Commission.
  3. For electrical Work, permits for permanent structures, and permanent modifications to existing facilities are not required. Permits for electrical Work of a temporary nature necessary for the prosecution of the Work shall be secured and paid for by the Contractor.
  4. Plumbing or gas fitting of a temporary or permanent nature on a structure or modifications to a structure shall be performed in accordance with The Plumbing and Gas fitting Regulations of the Washington Suburban Sanitary District. The plumbing permit shall be secured by the Contractor, and will be issued by the Commission for no fee.
  5. The Contractor shall give all notices and comply with all permits, laws, ordinances, rules, and regulations bearing on the conduct of the Work. In the event the Contract Documents impose a broader or more stringent requirement than an applicable permit, law, ordinance, rule, or regulation, the Contractor shall comply with such broader or more stringent requirement, and such requirement shall not be deemed to conflict with the applicable permit, law, ordinance, rule, or regulation requirement.
  6. Should any permit, license or certificate, expire, be revoked, terminated or suspended as a result of any action on the part of the Contractor, he shall not be entitled to any additional compensation, neither will he be entitled to an extension of the Contract Time.
  7. Permits obtained by the Commission for this Project are listed on the Drawings and specific requirements contained in these permits that are not covered elsewhere in the Standard Specifications and on the Drawings but are the responsibility of the Contractor will be included in the Contract Documents. A copy of the permits will be available for inspection from the Engineer. 
• STOP WORK —
  1. Work may be temporarily stopped in the field by the Commission's Project Manager because of weather, poor workmanship, lack of materials, safety violations, or other unforeseen circumstances. If the work stoppage is longer than, or is expected to be longer than 48 hours, a written Stop Work Notice will be issued by the Contract Administrator.
• SURVEY, PERMITS, REGULATIONS —
  1. Unless otherwise specified, the Engineer will furnish all boundary surveys and establish all baselines for locating the principal component parts of the Work together with suitable number of bench marks adjacent to the Work as shown in the Contract Documents.
  2. Unless otherwise specified, permits, licenses, and easements for permanent structures and permanent modifications to existing facilities will be secured and paid for by the Commission.
  3. For electrical Work, permits for permanent structures, and permanent modifications to existing facilities are not required. Permits for electrical Work of a temporary nature necessary for the prosecution of the Work shall be secured and paid for by the Contractor.
  4. Plumbing or gas fitting of a temporary or permanent nature on a structure or modifications to a structure shall be performed in accordance with The Plumbing and Gas fitting Regulations of the Washington Suburban Sanitary District. The plumbing permit shall be secured by the Contractor, and will be issued by the Commission for no fee.
  5. The Contractor shall give all notices and comply with all permits, laws, ordinances, rules, and regulations bearing on the conduct of the Work. In the event the Contract Documents impose a broader or more stringent requirement than an applicable permit, law, ordinance, rule, or regulation, the Contractor shall comply with such broader or more stringent requirement, and such requirement shall not be deemed to conflict with the applicable permit, law, ordinance, rule, or regulation requirement.
  6. Should any permit, license or certificate, expire, be revoked, terminated or suspended as a result of any action on the part of the Contractor, he shall not be entitled to any additional compensation, neither will he be entitled to an extension of the Contract Time.
  7. Permits obtained by the Commission for this Project are listed on the Drawings and specific requirements contained in these permits that are not covered elsewhere in the Standard Specifications and on the Drawings but are the responsibility of the Contractor will be included in the Contract Documents. A copy of the permits will be available for inspection from the Engineer. 
• PROJECT MANAGEMENT —
  1. The COMMISSION and the CONSULTANT shall each designate a Project/Contract Manager within fourteen (14) days from date of this Contract to represent each party respectively and be responsible as the individual in charge of administering and carrying out provisions of this Contract. Once so designated by the CONSULTANT this Project/Contract Manager shall not be changed unless specifically allowed or requested by the COMMISSION.
     
     
  2. The CONSULTANT shall advise the COMMISSION of the Project/Contract Manager's qualifications and the COMMISSION shall have the right of approval or rejection of the CONSULTANT's designated Project/Contract manager
• RIGHT TO BID —
  1. The Commission reserves the right to advertise for bids any individual proposed project(s) whose estimates exceed those that the Commission feels are reasonable. The Commission also reserves the right to advertise for bid any project whose estimate exceeds 20% of the Contract value.
• PROTECTION OF WORK, PROPERTY AND PERSONS —
  1. The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. He shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to all employees on the Work and other persons who may be affected thereby, all the Work and all materials or equipment to be incorporated therein, whether in storage on or off the site, and other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation or replacement in the course of construction.
  2. In case of suspension of Work for any cause, the Contractor shall be responsible for the Project and shall take such precautions as may be necessary to prevent damage to the Work, all material or equipment to be incorporated therein, whether in storage on or off the site, and other property at the site or adjacent thereto, provide for proper drainage, provide temporary heat, light, and other required utilities and services, and shall erect any necessary temporary structures, signs, or other facilities at his expense. In addition, the Contractor shall properly and continuously maintain in acceptable growing condition all living material in newly established plantings, seedings, and sodding furnished under this Contract, and shall take adequate precautions to protect new and existing growth against injury.
  3. The Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public body having jurisdiction. He shall erect and maintain, as required by the conditions and progress of the Work, all necessary safeguards for safety and protection. He shall notify owners of adjacent utilities when prosecution of the Work may affect them.
  4. In emergencies affecting the safety of persons or the Work or property at the site or adjacent thereto, the Contractor, shall act, at his discretion, to prevent threatened damage, injury or loss.
  5. When the Commission has been notified of emergency situations requiring in the Engineer's opinion, immediate attention and rectification, the Engineer will so notify the Contractor. Should the Contractor not commence Work to rectify the situation within 1 hour after notification, the Commission may perform the required Work and deduct the costs thereof from monies owed the Contractor. 
• PROTECTION OF WORK, PROPERTY AND PERSONS —
  1. The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. He shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to all employees on the Work and other persons who may be affected thereby, all the Work and all materials or equipment to be incorporated therein, whether in storage on or off the site, and other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation or replacement in the course of construction.
  2. In case of suspension of Work for any cause, the Contractor shall be responsible for the Project and shall take such precautions as may be necessary to prevent damage to the Work, all material or equipment to be incorporated therein, whether in storage on or off the site, and other property at the site or adjacent thereto, provide for proper drainage, provide temporary heat, light, and other required utilities and services, and shall erect any necessary temporary structures, signs, or other facilities at his expense. In addition, the Contractor shall properly and continuously maintain in acceptable growing condition all living material in newly established plantings, seedings, and sodding furnished under this Contract, and shall take adequate precautions to protect new and existing growth against injury.
  3. The Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public body having jurisdiction. He shall erect and maintain, as required by the conditions and progress of the Work, all necessary safeguards for safety and protection. He shall notify owners of adjacent utilities when prosecution of the Work may affect them.
  4. In emergencies affecting the safety of persons or the Work or property at the site or adjacent thereto, the Contractor, shall act, at his discretion, to prevent threatened damage, injury or loss.
  5. When the Commission has been notified of emergency situations requiring in the Engineer's opinion, immediate attention and rectification, the Engineer will so notify the Contractor. Should the Contractor not commence Work to rectify the situation within 1 hour after notification, the Commission may perform the required Work and deduct the costs thereof from monies owed the Contractor. 
• FAILURE TO PERFORM —
  1. Failure of the CONSULTANT to (a) deliver or perform the required goods or services within the time specified or within a reasonable time as interpreted by the Chief Procurement Officer or (b) to make replacements of rejected articles immediately or as directed by the Chief Procurement Officer shall constitute authority for the Chief Procurement Officer purchase in the open market goods or services of comparable grade to replace the goods or services not delivered or rejected. On all such purchases, the CONSULTANT shall reimburse the COMMISSION within a reasonable time as specified by the Chief Procurement Officer for any expense incurred in excess of Contract prices, including any administrative costs.
     
     
  2. Should public necessity demand it, the COMMISSION reserves the right to use or consume articles delivered or services performed which are substandard in quality, subject to an adjustment in price to be determined by the Chief Procurement Officer. The CONSULTANT shall not be liable for any excess costs if acceptable evidence has been submitted to the Chief Procurement Officer that failure to perform this Contract was due to causes beyond the control and without the failure or negligence of the CONSULTANT.
     
     
  3. The remedies provided in this General Condition are in addition to any other rights and remedies provided by law or under any other provisions of this Contract.
• TERMINATION —
  1. In accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.570, the COMMISSION may, by written notice to the CONSULTANT, terminate this Contract in whole or in part at any time, either for the COMMISSION's convenience or default because of the failure of the CONSULTANT to perform services timely, failure to meet standards required, or fulfill the CONSULTANT's obligation under this Contract. Upon receipt of such notice, the CONSULTANT shall:
     1. Immediately discontinue all services affected upon receipt of termination notice, and
     2. Deliver to the COMMISSION any work product, including but not limited to all designs, surveys, data, drawings, specifications, reports, computations, estimates, summaries, computer programs, and such other information and materials as may have been provided by the COMMISSION or accumulated by the CONSULTANT in performing this Contract, whether completed or in progress.
• SUPERVISION BY CONTRACTOR —
  1. The Contractor shall supervise and direct the Work. He shall be solely responsible for the means, methods, techniques, sequences, safety, and procedures of construction. The Contractor shall employ and maintain on the Work a qualified supervisor or superintendent who shall have been designated in writing by the Contractor as the Contractor's representative at the site. The supervisor shall be able to communicate in fluent English. The supervisor shall have full authority to act on behalf of the Contractor and all communications given to the supervisor shall be as binding as if given to the Contractor. The supervisor shall be present on the site at all times when the Work is in progress as required to perform adequate supervision and coordination of the Work as determined by the Engineer. The supervisor shall have a thorough understanding of the Contract Documents and shall have previous experience in the type of Work being performed. 
• EMERGENCY —
  1. Notwithstanding the existence of the contract, the Commission reserves the right to order any item required for emergency purposes from any party who can deliver such item to meet the requirements of the Commission, without waiving or voiding any of the terms of the contract.
• SUPERVISION BY CONTRACTOR —
  1. The Contractor shall supervise and direct the Work. He shall be solely responsible for the means, methods, techniques, sequences, safety, and procedures of construction. The Contractor shall employ and maintain on the Work a qualified supervisor or superintendent who shall have been designated in writing by the Contractor as the Contractor's representative at the site. The supervisor shall be able to communicate in fluent English. The supervisor shall have full authority to act on behalf of the Contractor and all communications given to the supervisor shall be as binding as if given to the Contractor. The supervisor shall be present on the site at all times when the Work is in progress as required to perform adequate supervision and coordination of the Work as determined by the Engineer. The supervisor shall have a thorough understanding of the Contract Documents and shall have previous experience in the type of Work being performed. 
• RIGHT TO AUDIT —
  1. In accordance with Procurement Regulation §4-602, the CONSULTANT agrees to maintain books, accounts, records, documents and other evidence directly pertinent to the performance of this Contract in accordance with generally accepted accounting principles and practices consistently applied. (The foregoing constitutes "records" for purposes of this Contract)
     
     
  2. In accordance with Procurement Regulation §4-603, the CONSULTANT'S facilities and plants, or such part thereof as may be engaged in the performance of this Contract, and records shall be subject at all reasonable times to audit, examination, inspection or reproduction by the COMMISSION, the State of Maryland, or any of their authorized representatives.
     
     
  3. The CONSULTANT shall preserve and make available its records until the expiration of five (5) years after the Contract expiration date or after the acceptance of Work, whichever is last, or by other provisions of this Contract, or by (1) or (2) as follows:
     1. If the Contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of five (5) years from the date of any resulting final settlement.
     2. Records which relate to appeals or disputes, litigation, or settlement of claims arising out of the performance of this Contract shall be retained until final disposition of such appeals, litigation, or claims. The CONSULTANT shall insert the substance of this section in each subcontract issued as a result of this Contract.
• CHANGE ORDERS —
  1. Without invalidating the Contract, the Engineer, if acting within the scope of his authority or delegated authority, may at any time or from time to time by written order and without notice to the sureties, order additions, deletions or revisions in the Work when ordered by the Engineer. These will be authorized by Change Orders. Upon receipt of the Change Order, the Contractor shall promptly and diligently proceed with the Work involved. If any Change Order causes an increase or decrease in the Contract Price, or an extension or shortening of the Contract Time, an equitable adjustment will be made as provided in Article 14, subject to the conditions hereinafter stated.
  2.  The Contractor shall proceed with the performance of any changes in the Work so ordered by the Engineer. Failure to proceed shall constitute a breach of Contract and shall be cause for termination of the Contract. Should the Contractor believe that a Change Order entitles him to a change in Contract Price or Time or both, he shall give the Engineer Written Notice within 7 days after receipt of the Change Order. Thereafter the Contractor shall document his position in accordance with the section Changes in Contract Price for a change in the Contract Price or Time or both within 30 days. Failure to notify the Engineer within 7 days after receipt of the Change Order or to document the Contractor's position within prescribed time shall constitute an abandonment of any and all entitlement to a change in Contract Price and/or Time.
• CHANGE ORDERS —
  1. Without invalidating the Contract, the Engineer, if acting within the scope of his authority or delegated authority, may at any time or from time to time by written order and without notice to the sureties, order additions, deletions or revisions in the Work when ordered by the Engineer. These will be authorized by Change Orders. Upon receipt of the Change Order, the Contractor shall promptly and diligently proceed with the Work involved. If any Change Order causes an increase or decrease in the Contract Price, or an extension or shortening of the Contract Time, an equitable adjustment will be made as provided in Article 14, subject to the conditions hereinafter stated.
  2.  The Contractor shall proceed with the performance of any changes in the Work so ordered by the Engineer. Failure to proceed shall constitute a breach of Contract and shall be cause for termination of the Contract. Should the Contractor believe that a Change Order entitles him to a change in Contract Price or Time or both, he shall give the Engineer Written Notice within 7 days after receipt of the Change Order. Thereafter the Contractor shall document his position in accordance with the section Changes in Contract Price for a change in the Contract Price or Time or both within 30 days. Failure to notify the Engineer within 7 days after receipt of the Change Order or to document the Contractor's position within prescribed time shall constitute an abandonment of any and all entitlement to a change in Contract Price and/or Time.
• WARRANTY —
  1. The Contractor shall expressly represent, warrant, and agree that all goods, equipment, machinery, materials, services, or work provided or performed on or off Commission premises relative to this Contract will:
     1. Conform in all respects to the Commission's specifications, drawings, requirements, or other descriptions.
     2. Be fit for the purpose or purposes of intended use.
     3. Conform to all applicable local, state, and federal laws and regulations.
     4. Be of good quality, merchantable, of good workmanship, or material best suited for the intended
        purposes, and free from defects of any kind or nature whatsoever.
     5. If said equipment, material, service, or work is found to be defective in workmanship, materials or design, fails or is found to be non-conforming with the terms and conditions of this Contract, within 12 months after the date of acceptance, it shall, at the Commission's option, be repaired or replaced at the Commission's location by the Contractor at absolutely no cost to the Commission.
     6. All items delivered or supplied hereunder will be free and clear of all liens, encumbrances, claims, and security interests of whatever nature and substance. Upon request, the Contractor shall supply the Commission with documentation satisfactory to it, evidencing the absence of such liens, encumbrances, claims, and security interests.
  2. The warranty period shall begin upon final acceptance of the work.
• PAYMENT —
  1. Payment will be made by Automated Clearing House (ACH) or by WSSC's Procurement Credit Card for the total number of items contained in each delivery (shipment) within 30 days after the shipment has been received, inspected, and accepted by the Commission.
  2. Payment will not be made for any material in any given delivery (shipment) until the materials have been properly accounted for as to the quantity, compliance, and acceptance by the Commission in accordance with this Contract. Prompt payment discounts, if any, shall be applicable from the date of acceptance of the materials or the date of receipt of the invoice, whichever is later. Payment will be made upon receipt of a properly executed invoice(s) and in accordance with the provisions of this Contract.
  3. Invoices shall reference the Master Delivery Release, and/or Purchase Order number, be submitted in duplicate based on the appropriate unit prices named in the Bid and addressed as follows:
     
     Washington Suburban Sanitary Commission
     Finance/Disbursements Group
     14501 Sweitzer Lane, 11th Floor
     Laurel, Maryland 20707-5902
• CHANGES IN CONTRACT PRICE AND TIME —
  1. The Contract Price may be changed only by a Change Order. The value of Work covered by a Change Order for increase or decrease in the Contract Price shall be determined in the manner provided herein, in the following order of precedence.
     1. Mutually agreed upon unit prices.
     2. An agreed lump sum, if supported by written cost documentation acceptable to the Engineer. If an agreed lump sum is not reached prior to initiation of the Change Order Work, the value of Work covered by the Change Order shall be determined in accordance with the information provided below, unless otherwise determined by the Engineer.
     3. On the basis of the Cost of the Work determined as provided below.
        1.  The Cost of the Work shall be determined as follows:
           1. For all labor and for foremen in direct charge of the specific operations, the Contractor shall receive the actual rate of wage in effect at the time the Work is performed for each and every hour that said worker and foreman are actually engaged in such Work. Said agreed rate shall be no higher than that regularly paid the employee. A foreman shall not be used where there are fewer than 2 workers employed except with the written consent of the Engineer. The Contractor shall receive the actual costs paid to or on behalf of workers by reason of fringe benefits including but not limited to social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation, and holiday pay. Expenses of working after hours, on holidays or on Saturdays and Sundays shall be included to the extent authorized by the Engineer. Subsistence and travel allowance where required by collective bargaining agreements shall be included.
           2. For cost of materials accepted by the Engineer and used as an integral part of the finished Work, the Contractor shall receive the actual cost of such materials delivered to the Work, including transportation charges paid by him, exclusive of equipment rentals as hereinafter set forth. For other materials used in the construction which are not an integral part of the finished Work, such as but not limited to sheeting, false Work, and form lumber, the Contractor shall be reimbursed in the amount agreed upon by the Engineer before such Work is begun. The salvage value of such material will be taken into consideration in determining the amount of reimbursement.
           3. Cost of construction equipment shall be based on the actual time the equipment is required to perform the Work and shall not exceed 8 hours per day unless equipment is in operation for a longer time. Moving time, loading, unloading, and hauling will not be paid for if the equipment is used at the site for other Work. For the use of equipment moved in on the Work and used exclusively for the Work covered by the Change Order, the Contractor will be paid the rates herein specified including moving time, loading, unloading, and hauling. The time period shall begin at the time the equipment is unloaded at the site of the Work, shall include each day or fraction thereof that the equipment is at the site of the Work, excluding Saturdays, Sundays, and other legal holidays unless the Work is performed on such days, and shall terminate at the end of the day on which the Engineer directs the Contractor to discontinue the use of such equipment. The rates of payment for equipment used, regardless if owned or rented, including fuel and lubricants but excluding operators, shall be established using cost documentation acceptable to the Engineer. No payment will be made for the small tools defined as individual pieces of equipment or tools having a new value of $1,000 or less. When the Commission is obligated to pay for idle equipment, the allowance will be 50 percent of the rate determined herein.
           4. For cost of premiums for additional bonds and insurance required because of changes in the Work, the Contractor shall receive the actual cost. The Contractor shall furnish satisfactory evidence of the rate or rates paid for such bond and insurance.
           5. The Cost of the Work shall not include any of the following: Payroll costs and other compensation of the Contractor's Officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, superintendents, foremen not engaged in the Work, timekeepers, clerks, and other personnel employed by the Contractor whether at the site or in the Contractor's principal or branch office, all of which are to be considered overhead costs covered by the Contractor's Fee. Costs due to the negligence of the Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in this section. 
           6. Cost of Subcontractors used on the Work shall be computed in the manner set forth hereinabove in this section. Subcontractor's Fee shall be as provided in as identified in this section.
           7. No payment will be made until the Contractor furnishes the Engineer itemized statements of the Cost of the Work detailed as to the following: Name, classification, date, daily hours, total hours, rate, and extension for each worker, foreman. Designation, dates, daily hours, total hours, rental rate, and extension for each unit of machinery and equipment. Quantities of materials, prices including transportation cost and extensions. Cost of bonds and insurance premiums. Requests for payment shall be accompanied by original receipted invoices for materials used and transportation charges. If, however, the materials used in the Work are not specifically purchased for such Work but are taken from the Contractor's stock, then in lieu of the original invoices the statements shall contain or be accompanied by an affidavit of the Contractor which shall certify that such materials were taken from his stock, that the quantity claimed was actually used and that the price and transportation of the material as claimed represent actual cost.
           8. Labor, material, and equipment usage reports shall be furnished daily to the Engineer, signed by both parties.
           9. The Contractor's Fee allowed to the Contract for overhead and profit shall be determined as follows:
              1. For costs incurred under this section, the Contractor's Fee shall be 15 percent.
              2. For cost incurred under this section, the Contractor's Fee shall be a single allowance of 5 percent regardless of the tier of the Subcontractor.
              3. No fee shall be payable on the basis of costs itemized under this section.
              4. The Contractor's Fee shall be calculated in the same.
           10. If directed, the Contractor shall submit to the Engineer 3 qualified bids for extra or changed Work and materials, if similar Work is not being performed at the Project site.
           11. The Contract Time may be changed only by a Change Order. Extensions of time, when granted, will be based upon the effect of delays to the Work as a whole. Extensions of time will not be granted for noncontrolling delays to portions of the Work unless it can be shown that such delays did in fact delay the progress of the Work as a whole. Request for time extension shall be accompanied by a revised construction schedule or portion thereof demonstrating the delay to the progress of the Work as a whole. Extensions of time will not be granted until the Engineer is satisfied that the time extension is appropriate and justified. Said extension of time shall be the Contractor's sole and exclusive remedy.
           12. No Damages For Delay: The Contractor shall not be entitled to any costs for delay, disruption, suspension, or extension of time, or resulting labor productivity losses, constructive acceleration, ripple effects, cumulative impacts, overheads, profits, indirect costs, or other alleged damages of any nature or kind, even if not in the contemplation of the parties at the time the Contract Documents were executed,
               the Contractor acknowledges that the Contract Price is full consideration for all such damages, costs, or
               losses.
• CHANGES IN CONTRACT PRICE AND TIME —
  1. The Contract Price may be changed only by a Change Order. The value of Work covered by a Change Order for increase or decrease in the Contract Price shall be determined in the manner provided herein, in the following order of precedence.
     1. Mutually agreed upon unit prices.
     2. An agreed lump sum, if supported by written cost documentation acceptable to the Engineer. If an agreed lump sum is not reached prior to initiation of the Change Order Work, the value of Work covered by the Change Order shall be determined in accordance with the information provided below, unless otherwise determined by the Engineer.
     3. On the basis of the Cost of the Work determined as provided below.
        1.  The Cost of the Work shall be determined as follows:
           1. For all labor and for foremen in direct charge of the specific operations, the Contractor shall receive the actual rate of wage in effect at the time the Work is performed for each and every hour that said worker and foreman are actually engaged in such Work. Said agreed rate shall be no higher than that regularly paid the employee. A foreman shall not be used where there are fewer than 2 workers employed except with the written consent of the Engineer. The Contractor shall receive the actual costs paid to or on behalf of workers by reason of fringe benefits including but not limited to social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation, and holiday pay. Expenses of working after hours, on holidays or on Saturdays and Sundays shall be included to the extent authorized by the Engineer. Subsistence and travel allowance where required by collective bargaining agreements shall be included.
           2. For cost of materials accepted by the Engineer and used as an integral part of the finished Work, the Contractor shall receive the actual cost of such materials delivered to the Work, including transportation charges paid by him, exclusive of equipment rentals as hereinafter set forth. For other materials used in the construction which are not an integral part of the finished Work, such as but not limited to sheeting, false Work, and form lumber, the Contractor shall be reimbursed in the amount agreed upon by the Engineer before such Work is begun. The salvage value of such material will be taken into consideration in determining the amount of reimbursement.
           3. Cost of construction equipment shall be based on the actual time the equipment is required to perform the Work and shall not exceed 8 hours per day unless equipment is in operation for a longer time. Moving time, loading, unloading, and hauling will not be paid for if the equipment is used at the site for other Work. For the use of equipment moved in on the Work and used exclusively for the Work covered by the Change Order, the Contractor will be paid the rates herein specified including moving time, loading, unloading, and hauling. The time period shall begin at the time the equipment is unloaded at the site of the Work, shall include each day or fraction thereof that the equipment is at the site of the Work, excluding Saturdays, Sundays, and other legal holidays unless the Work is performed on such days, and shall terminate at the end of the day on which the Engineer directs the Contractor to discontinue the use of such equipment. The rates of payment for equipment used, regardless if owned or rented, including fuel and lubricants but excluding operators, shall be established using cost documentation acceptable to the Engineer. No payment will be made for the small tools defined as individual pieces of equipment or tools having a new value of $1,000 or less. When the Commission is obligated to pay for idle equipment, the allowance will be 50 percent of the rate determined herein.
           4. For cost of premiums for additional bonds and insurance required because of changes in the Work, the Contractor shall receive the actual cost. The Contractor shall furnish satisfactory evidence of the rate or rates paid for such bond and insurance.
           5. The Cost of the Work shall not include any of the following: Payroll costs and other compensation of the Contractor's Officers, executives, principals, general managers, engineers, architects, estimators, attorneys, auditors, superintendents, foremen not engaged in the Work, timekeepers, clerks, and other personnel employed by the Contractor whether at the site or in the Contractor's principal or branch office, all of which are to be considered overhead costs covered by the Contractor's Fee. Costs due to the negligence of the Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any damage to property. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in this section. 
           6. Cost of Subcontractors used on the Work shall be computed in the manner set forth hereinabove in this section. Subcontractor's Fee shall be as provided in as identified in this section.
           7. No payment will be made until the Contractor furnishes the Engineer itemized statements of the Cost of the Work detailed as to the following: Name, classification, date, daily hours, total hours, rate, and extension for each worker, foreman. Designation, dates, daily hours, total hours, rental rate, and extension for each unit of machinery and equipment. Quantities of materials, prices including transportation cost and extensions. Cost of bonds and insurance premiums. Requests for payment shall be accompanied by original receipted invoices for materials used and transportation charges. If, however, the materials used in the Work are not specifically purchased for such Work but are taken from the Contractor's stock, then in lieu of the original invoices the statements shall contain or be accompanied by an affidavit of the Contractor which shall certify that such materials were taken from his stock, that the quantity claimed was actually used and that the price and transportation of the material as claimed represent actual cost.
           8. Labor, material, and equipment usage reports shall be furnished daily to the Engineer, signed by both parties.
           9. The Contractor's Fee allowed to the Contract for overhead and profit shall be determined as follows:
              1. For costs incurred under this section, the Contractor's Fee shall be 15 percent.
              2. For cost incurred under this section, the Contractor's Fee shall be a single allowance of 5 percent regardless of the tier of the Subcontractor.
              3. No fee shall be payable on the basis of costs itemized under this section.
              4. The Contractor's Fee shall be calculated in the same.
           10. If directed, the Contractor shall submit to the Engineer 3 qualified bids for extra or changed Work and materials, if similar Work is not being performed at the Project site.
           11. The Contract Time may be changed only by a Change Order. Extensions of time, when granted, will be based upon the effect of delays to the Work as a whole. Extensions of time will not be granted for noncontrolling delays to portions of the Work unless it can be shown that such delays did in fact delay the progress of the Work as a whole. Request for time extension shall be accompanied by a revised construction schedule or portion thereof demonstrating the delay to the progress of the Work as a whole. Extensions of time will not be granted until the Engineer is satisfied that the time extension is appropriate and justified. Said extension of time shall be the Contractor's sole and exclusive remedy.
           12. No Damages For Delay: The Contractor shall not be entitled to any costs for delay, disruption, suspension, or extension of time, or resulting labor productivity losses, constructive acceleration, ripple effects, cumulative impacts, overheads, profits, indirect costs, or other alleged damages of any nature or kind, even if not in the contemplation of the parties at the time the Contract Documents were executed,
               the Contractor acknowledges that the Contract Price is full consideration for all such damages, costs, or
               losses.
• SUSPENSION OF SERVICES —
  1. The COMMISSION may at any time, suspend, delay, interrupt, or stop the performance of any or all of the services by written notice to the CONSULTANT. At the Commission's discretion, in the event of such suspension of services, all allowable costs which are deemed by the parties hereto as reasonably and necessarily incurred by the CONSULTANT in suspending the services shall be paid by the COMMISSION, including all costs incurred during the period of suspension and additional costs incurred in reactivating the services. Such payment shall not duplicate costs included under any prior progress payments. The CONSULTANT must itemize the costs involved, provide satisfactory documentation as required by the COMMISSION, and must demonstrate that such services as were provided during the suspension were in direct support of overall services to be performed. Both parties also recognize that the COMMISSION may impliedly suspend the services by delays in its review, comment and action on the submitted data, plans, reports, and other documents transmitted to the COMMISSION and for which there shall be no additional compensation.
     
     
  2. The COMMISSION's right to suspend this Contract is in addition to and not in substitution for the COMMISSION's right to terminate as stated herein.
• TIME FOR SUBSTANTIAL COMPLETION AND LIQUIDATED DAMAGES —
  1. The date of beginning and the time for substantial completion of the Work are essential conditions of the Contract Documents and the Work embraced shall be commenced on the date specified in the Notice to Proceed. Time is of the essence for all periods of time specified in the Contract Documents.
  2. The Contractor shall proceed with the Work at such rate of progress to ensure substantial completion within the Contract Time. It is expressly understood and agreed by and between the Contractor and Commission that the Contract Time for the substantial completion of the Work described herein is a reasonable time, taking into consideration the average climate and economic conditions and other factors prevailing in the locality of the Work.
  3. If the Contractor shall fail to substantially complete the Work within the Contract Time, or extension of time granted by the Engineer, then the Contractor shall pay to the Commission the amount for liquidated damages as specified in the Contract Documents for each calendar day that the Contractor shall be in default after the time or date stipulated thereon; and the Commission may deduct the same from monies due from current progress payments or to become due to the Contractor otherwise.
  4. Should the Contractor abandon performance of the Work, the Commission shall have the right to complete the Work with its own or other forces, and the liquidated damages provisions set forth herein as well as other provisions of the Contract shall remain in effect; and such liquidated damages provisions
     shall not be construed to be a substitute for damages caused by increased cost of the Work but shall be compensatory only for delay in substantial completion of the Contract.
  5. This Article does not exclude the recovery of damages by either party under other provisions of the Contract Documents.
  6. The Contractor will not be charged with liquidated damages or any excess cost when the delay in substantial completion of the Work as a whole is a controlling delay due to the following unforeseeable causes, and the Contractor has given Written Notice of such delay including reasons therefore to the Engineer within 7 days of the occurrence. Thereafter, the Contractor shall document his position in accordance with Article 32.1 for unforeseeable cause in delay within 30 days. Failure to notify the Engineer within 7 days or to document the Contractor's position within prescribed time shall constitute abandonment to a change in Contract Time pursuant to the section "Changes in Contract Price and Time".
  7. Due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor.
     1. Examples of such causes include acts of God or of the public enemy, acts of the Commission, acts of another Contractor in the performance of a contract with the Commission, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or delays of Subcontractors
        or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or negligence of both the Contractor and such Subcontractors or suppliers.
  8. An extension of Contract Time pursuant to Article 14.1.4 shall be the Contractor's sole and exclusive remedy if he can establish an unforeseeable cause beyond the control and without the fault or negligence of the Contractor occurred.
  9. No Damages For Delay: The Contractor shall not be entitled to any costs for delay, disruption, suspension, or extension of time, or resulting labor productivity losses, constructive acceleration, ripple effects, cumulative impacts, overheads, profits, indirect costs, or other alleged damages of any nature or kind, relating to or arising from the unforeseeable cause. The Contractor acknowledges that the Contract Price is full consideration for all such damages, costs, or losses, even though such damages, costs, and losses may not have been contemplated by the parties at the time the its Bid was submitted or the Contract
     was executed.
• INTERPRETATION —
  1. In the interest of brevity, this Contract frequently omits modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. The term "days" as used in this Contract shall mean calendar days as defined by with WSSC Code of Regulations, Title 6, Chapter 6.15.070(u). The headings contained in this Contract are inserted only for ease of reference and are not meant to and shall not define, limit, or in any way affect the terms and provisions set forth therein. Each of the parties acknowledges that this is a fair Contract and is not the result of fraud, duress or undue influence exercised upon it by any person or entity. Each party acknowledges that it has read this Contract, has participated in its negotiation, understands its contents, and has had the opportunity to obtain the assistance of legal counsel of its choice.
• TIME FOR SUBSTANTIAL COMPLETION AND LIQUIDATED DAMAGES —
  1. The date of beginning and the time for substantial completion of the Work are essential conditions of the Contract Documents and the Work embraced shall be commenced on the date specified in the Notice to Proceed. Time is of the essence for all periods of time specified in the Contract Documents.
  2. The Contractor shall proceed with the Work at such rate of progress to ensure substantial completion within the Contract Time. It is expressly understood and agreed by and between the Contractor and Commission that the Contract Time for the substantial completion of the Work described herein is a reasonable time, taking into consideration the average climate and economic conditions and other factors prevailing in the locality of
     the Work.
  3. If the Contractor shall fail to substantially complete the Work within the Contract Time, or extension of time granted by the Engineer, then the Contractor shall pay to the Commission the amount for liquidated damages as specified in the Contract Documents for each calendar day that the Contractor shall be in default after the time or date stipulated thereon; and the Commission may deduct the same from monies due from current progress payments or to become due to the Contractor otherwise.
  4. Should the Contractor abandon performance of the Work, the Commission shall have the right to complete the Work with its own or other forces, and the liquidated damages provisions set forth herein as well as other provisions of the Contract shall remain in effect; and such liquidated damages provisions
     shall not be construed to be a substitute for damages caused by increased cost of the Work but shall be compensatory only for delay in substantial completion of the Contract. 
  5. This Article does not exclude the recovery of damages by either party under other provisions of the Contract Documents.
  6. The Contractor will not be charged with liquidated damages or any excess cost when the delay in substantial completion of the Work as a whole is a controlling delay due to the following unforeseeable causes, and the Contractor has given Written Notice of such delay including reasons therefore to the Engineer within 7 days of the occurrence. Thereafter, the Contractor shall document his position in accordance with Article 32.1 for unforeseeable cause in delay within 30 days. Failure to notify the Engineer within 7 days or to document the Contractor's position within prescribed time shall constitute abandonment to a change in Contract Time pursuant to the section "Changes in Contract Price and Time".
  7. Due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include acts of God or of the public enemy, acts of the Commission, acts of another Contractor in the performance of a contract with the Commission, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or delays of Subcontractors or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or negligence of both the Contractor and such Subcontractors or suppliers.
  8. An extension of Contract Time pursuant to Article 14.1.4 shall be the Contractor's sole and exclusive remedy if he can establish an unforeseeable cause beyond the control and without the fault or negligence of the Contractor occurred.
  9. No Damages For Delay: The Contractor shall not be entitled to any costs for delay, disruption, suspension, or extension of time, or resulting labor productivity losses, constructive acceleration, ripple effects, cumulative impacts, overheads, profits, indirect costs, or other alleged damages of any nature or
     kind, relating to or arising from the unforeseeable cause. The Contractor acknowledges that the Contract Price is full consideration for all such damages, costs, or losses, even though such damages, costs, and losses may not have been contemplated by the parties at the time the its Bid was submitted or the Contract
     was executed.
• METROPOLITAN WASHINGTON COUNCIL OF GOVERNMENTS —
  1. Bidders are advised that the prices, terms, and conditions of any Contract resulting from this Invitation for Bids will be extended, subject to bidder approval, to any of the members of the Metropolitan Washington Council of Governments Purchasing Group. Bidders shall indicate in the appropriate space whether they will extend the resultant Contract to any or all of the members of the Metropolitan Washington Council of Governments Purchasing Group on the attached page.
• CORRECTION OF WORK —
  1. The Contractor shall promptly remove from the premises all Work rejected by the Engineer for failure to comply with the Contract Documents whether incorporated in the construction or not, and the Contractor shall promptly replace and re-execute the Work in accordance with the Contract Documents and without expense to the Commission and shall bear the expense of making good all Work of other Contractors destroyed or damaged by such removal or replacement.
  2. All removal and replacement Work shall be done at the Contractor's expense. If the Contractor does not take action to remove such rejected Work within 10 days after receipt of Written Notice, the Engineer may remove such Work, store the materials, and replace the rejected Work at the expense of the Contractor.
  3. Any Work which may be done or materials ordered by the Contractor prior to receipt of the Notice to Proceed, incorporation of previously rejected Work, Work done contrary to or regardless of the instructions of the Engineer, Work done beyond the limits shown on the Plans, except as herein specified, or any extra Work done without written authority from the Engineer, will be considered as unauthorized and may not be paid for. Work so done may be ordered removed or replaced at the Contractor's expense.
• CONTRACT SOLE AGREEMENT —
  1. This Contract constitutes the sole and entire agreement with the Contractor for the Work to be performed.
• CORRECTION OF WORK —
  1. The Contractor shall promptly remove from the premises all Work rejected by the Engineer for failure to comply with the Contract Documents whether incorporated in the construction or not, and the Contractor shall promptly replace and re-execute the Work in accordance with the Contract Documents and without expense to the Commission and shall bear the expense of making good all Work of other Contractors destroyed or damaged by such removal or replacement. 
  2. All removal and replacement Work shall be done at the Contractor's expense. If the Contractor does not take action to remove such rejected Work within 10 days after receipt of Written Notice, the Engineer may remove such Work, store the materials, and replace the rejected Work at the expense of the Contractor.
  3. Any Work which may be done or materials ordered by the Contractor prior to receipt of the Notice to Proceed, incorporation of previously rejected Work, Work done contrary to or regardless of the instructions of the Engineer, Work done beyond the limits shown on the Plans, except as herein specified, or any extra
     Work done without written authority from the Engineer, will be considered as unauthorized and may not be paid for. Work so done may be ordered removed or replaced at the Contractor's expense.
• ASSIGNMENT —
  1. This Agreement is binding on the heirs, successors, and assigns of the parties hereto. In accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.240(a) this Agreement is not assignable without the written consent of the Chief Procurement Officer.
• CHANGED CONDITIONS —
  1. The Contractor shall within 7 days, and before such conditions are disturbed, except in the event of an
     emergency, notify the Engineer by Written Notice of:
  2. Subsurface or latent physical conditions at the site differing materially from those indicated in the
     Contract Documents; or
  3. Unknown physical conditions at the site of an unusual nature, differing materially from those ordinarily
     encountered, and generally recognized as inherent in Work of the character provided for in the Contract
     Documents.
  4. The provisions of this article shall not apply to rock and/or water conditions that may be
     encountered during the construction of this Project. The provisions set forth in General Conditions,
     section, "Physical Data," or the appropriate sections of the Contract Documents, including Drawings
     and/or Specifications shall be applicable.
  5. The Contractor shall document his/her position in accordance with section for Claims and Disputes for changed conditions within 30 days of Written Notice. Failure to notify the Engineer within 7 days or to document the Contractor's position
     within prescribed time shall constitute an abandonment of all entitlement. The Engineer will promptly
     investigate the conditions, and if he finds that such conditions do materially so differ and cause an increase or
     decrease in the cost of, or in the time required for performance of the Work, an equitable adjustment will be
     made and the Contract Documents will be modified by a Change Order as provided in the section for Changes in Contract Price and Time.
• CHANGED CONDITIONS —
  1. The Contractor shall within 7 days, and before such conditions are disturbed, except in the event of an emergency, notify the Engineer by Written Notice of:
  2. Subsurface or latent physical conditions at the site differing materially from those indicated in the Contract Documents; or
  3. Unknown physical conditions at the site of an unusual nature, differing materially from those ordinarily encountered, and generally recognized as inherent in Work of the character provided for in the Contract Documents.
  4. The provisions of this article shall not apply to rock and/or water conditions that may be encountered during the construction of this Project. The provisions set forth in General Conditions, section, "Physical Data," or the appropriate sections of the Contract Documents, including Drawings
     and/or Specifications shall be applicable.
  5. The Contractor shall document his/her position in accordance with section for Claims and Disputes for changed conditions within 30 days of Written Notice. Failure to notify the Engineer within 7 days or to document the Contractor's position within prescribed time shall constitute an abandonment of all entitlement. The Engineer will promptly investigate the conditions, and if he finds that such conditions do materially so differ and cause an increase or decrease in the cost of, or in the time required for performance of the Work, an equitable adjustment will be made and the Contract Documents will be modified by a Change Order as provided in the section for Changes in Contract Price and Time.
• SUBCONTRACTING OR ASSIGNMENT —

  The benefits and obligations hereunder shall inure to and be binding upon the parties hereto, and neither this Contract nor the obligations or services to be performed hereunder shall be subcontracted, assigned, or otherwise disposed of, either in whole or in part, except with the prior written consent of the Chief Procurement Officer. Written consent of the Commission's Chief Procurement Officer is also necessary for the substitution of a previously approved subcontractor or assignee.

• SEVERABILITY —
  1. If any term or provision of this Contract, or the application thereof to any person or circumstance, shall be invalid or unenforceable to any extent, the remainder of this Contract or the application of this Contract to persons or circumstances other than those against whom or which such term or provision is invalid or unenforceable, shall not be affected thereby; and each term and provision of this Contract shall be valid and enforceable to the fullest extent permitted by applicable laws.
• UNIFORM COMMERCIAL CODE (UCC) APPLICATION —

  The parties to this Contract recognize that the provisions of the Uniform Commercial Code do not normally apply to the performance of services as distinguished from transactions in goods. However, the parties explicitly agree that for purposes of this Contract, the provisions of the Uniform Commercial Code shall apply, and any dispute arising under this Contract shall be resolved in accordance with the provisions of the Code, unless the UCC provisions conflict with the General Conditions and Instructions set forth herein or any documents or provisions incorporated by reference.

• NO THIRD PARTY RIGHTS —
  1. Nothing in this Contract shall be deemed to create a joint venture or partnership between the COMMISSION and the CONSULTANT; nor shall anything contained in this be deemed to give any third party any claim or right of action against the COMMISSION or the CONSULTANT; nor shall anything contained in this Contract be deemed to cause the CONSULTANT to become the agent of the COMMISSION or to otherwise alter the CONSULTANT'S independent CONSULTANT relationship with the COMMISSION.
• PHYSICAL DATA —
  1. Each Bidder shall determine to their own satisfaction the actual subsurface conditions including the character and type of soil and other material he will encounter in the Work to be done under the Contract. Information and data referred to herein is available for the Contractor's information and for whatever use the Contractor may find therefore. The information is made available in order that the Contractor may have the same information as is available to the Commission for design purposes. The subsurface and other physical data such as those mentioned herein and contained in the Contract Documents or otherwise made available to the Contractor by the Commission are not intended as representations or warranties, nor guaranteed to be more than a general indication of the material to be found at the individual boring locations. It is expressly understood that the Commission will not be responsible for the completeness thereof, nor for any deductions, interpretations or conclusions drawn therefrom, including specifically the physical conditions between boring locations. The provisions of the section Changed Conditions shall not apply to rock and/or water conditions that may be encountered during construction of this Project.
  2. The Commission has conducted subsurface test borings in the area where the Work will be performed.  Resultant data obtained from these borings and a geotechnical report are in the Contract Documents. It shall be understood that this information was obtained during the preparation of the Contract Documents
     and is not guaranteed to be more than a general indication of the material likely to be found adjacent to the boring holes, and that the Commission or its consultant do not warrant that material encountered beneath the ground surface is homogeneous or uniform. Bidders are advised to independently evaluate or
     to have the data and interpretations independently evaluated by someone qualified in this technical field before using for bidding purposes because the bidder is solely responsible for this evaluation. Conclusions and recommendations included in the geotechnical report are not intended to restrict the Contractor from
     selecting the method of dewatering, excavating, or sheeting and shoring he will utilize. The report is included herein as information available to the Contractor for evaluation when selecting his method of dewatering, excavating, sheeting and shoring because the Contractor is solely responsible for the method
     of dewatering, excavating, and sheeting and shoring he elects to use unless otherwise indicated in the Contract Documents.
• PHYSICAL DATA —
  1. Each Bidder shall determine to their own satisfaction the actual subsurface conditions including the character
     and type of soil and other material he will encounter in the Work to be done under the Contract.
     Information and data referred to herein is available for the Contractor's information and for whatever use the
     Contractor may find therefore. The information is made available in order that the Contractor may have the
     same information as is available to the Commission for design purposes. The subsurface and other physical data such as those mentioned herein and contained in the Contract Documents or otherwise made available to the
     Contractor by the Commission are not intended as representations or warranties, nor guaranteed to be more than
     a general indication of the material to be found at the individual boring locations. It is expressly understood that
     the Commission will not be responsible for the completeness thereof, nor for any deductions, interpretations or
     conclusions drawn therefrom, including specifically the physical conditions between boring locations. The
     provisions of the section Changed Conditions shall not apply to rock and/or water conditions that may be encountered
     during construction of this Project.
  2. The Commission has conducted subsurface test borings in the area where the Work will be performed.
     Resultant data obtained from these borings and a geotechnical report are in the Contract Documents. It
     shall be understood that this information was obtained during the preparation of the Contract Documents
     and is not guaranteed to be more than a general indication of the material likely to be found adjacent to
     the boring holes, and that the Commission or its consultant do not warrant that material encountered
     beneath the ground surface is homogeneous or uniform. Bidders are advised to independently evaluate or
     to have the data and interpretations independently evaluated by someone qualified in this technical field
     before using for bidding purposes because the bidder is solely responsible for this evaluation. Conclusions
     and recommendations included in the geotechnical report are not intended to restrict the Contractor from
     selecting the method of dewatering, excavating, or sheeting and shoring he will utilize. The report is
     included herein as information available to the Contractor for evaluation when selecting his method of
     dewatering, excavating, sheeting and shoring because the Contractor is solely responsible for the method
     of dewatering, excavating, and sheeting and shoring he elects to use unless otherwise indicated in the
     Contract Documents.
• SUSPENSION OF WORK AND TERMINATION —
  1. The Engineer may order the Contractor in writing to suspend or interrupt all or any part of the Work for such
     period of time as it may determine to be appropriate for the Commission's convenience.
  2. If the performance of all or any part of the Work is, for an unreasonable period of time, suspended or
     interrupted by a written order of the Engineer in administration of this Contract, an equitable adjustment
     will be made in accordance with Article 14, and the Contract modified by Change Order accordingly.
     However, no adjustment shall be made under this clause for any suspension or interruption to the extent:
     (1) that performance would have been so suspended or interrupted by any other cause, including the fault
     or negligence of the Contractor, or (2) for which an equitable adjustment is provided for or excluded
     under any other provision of these Contract Documents.
  3. The Contract may be terminated for default in accordance with WSSC Code of Regulations, Title 6, Chapter
     6.15.590(c). A material breach of the Contract shall include but not be limited to the following events: the
     Contractor is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of his
     creditors, or if a trustee or receiver is appointed for the Contractor or for any of his property, or if he files a
     petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or applicable laws, or if
     he repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment, or if he repeatedly
     fails to make prompt payments to Subcontractors for labor, materials or equipment, or if he refuses or fails to
     prosecute the Work or any separable part thereof with such diligence as will ensure its substantial completion
     within the Contract Time, or if he fails to complete said Work within said time, or if he disregards laws,
     ordinances, rules, regulations, directions or orders of any public body having jurisdiction over the Work, or if
     he disregards the authority of the Engineer, or if he otherwise violates any provision of the Contract
     Documents.
  4. The Contract may be terminated for convenience in accordance with WSSC Code of Regulations, Title 6,
     Chapter 6.15.590(d). 19.4 19.4 The Contract may be terminated by mutual consent in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.590(e). Where the Contractor's services have been terminated by the Commission, said
     termination shall not affect any right of the Commission against the Contractor then existing or which may
     thereafter accrue. Any retainage or payment of monies by the Commission due the Contractor will not release
     the Contractor from compliance with the Contract Documents.
  5. If through no act or fault of the Contractor, the Work is suspended for a period of more than 90 days by a
     written order of the Engineer or under an order of court or other public authority, then the Contractor may,
     after 10 days from delivery of Written Notice to the Engineer, terminate the Contract and recover from the
     Commission payment for all Work performed and accepted and all allowable expenses incurred up until the
     time of the delivery of Written Notice to the Engineer.
• PATENTED DEVICES, MATERIALS AND PROCESSES —
  1. If the Contractor is required or desires to use any design, device, material, or process covered by letters of patent or copyright, he shall provide for such use by a suitable legal agreement with the patentee or owner, and a copy of such agreement shall be filed with the Commission.  The Contractor shall pay all applicable royalties and license fees.  He shall defend all suits or claims for infringement of any patent right and hold the Commission harmless from loss on account thereof, except that the Commission will be responsible for any such loss when a particular process, design, or the product of a particular manufacturer or manufacturers, as specified, is an infringement of a patent.
• SUSPENSION OF WORK AND TERMINATION —
  1. The Engineer may order the Contractor in writing to suspend or interrupt all or any part of the Work for such period of time as it may determine to be appropriate for the Commission's convenience.
  2. If the performance of all or any part of the Work is, for an unreasonable period of time, suspended or interrupted by a written order of the Engineer in administration of this Contract, an equitable adjustment will be made in accordance with Article 14, and the Contract modified by Change Order accordingly.
     However, no adjustment shall be made under this clause for any suspension or interruption to the extent:
     1. that performance would have been so suspended or interrupted by any other cause, including the fault or negligence of the Contractor, or
     2. for which an equitable adjustment is provided for or excluded under any other provision of these Contract Documents.
  3. The Contract may be terminated for default in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.590(c). A material breach of the Contract shall include but not be limited to the following events: the Contractor is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of his
     creditors, or if a trustee or receiver is appointed for the Contractor or for any of his property, or if he files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or applicable laws, or if he repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment, or if he repeatedly fails to make prompt payments to Subcontractors for labor, materials or equipment, or if he refuses or fails to prosecute the Work or any separable part thereof with such diligence as will ensure its substantial completion within the Contract Time, or if he fails to complete said Work within said time, or if he disregards laws, ordinances, rules, regulations, directions or orders of any public body having jurisdiction over the Work, or if he disregards the authority of the Engineer, or if he otherwise violates any provision of the Contract Documents.
  4. The Contract may be terminated for convenience in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.590(d). The Contract may be terminated by mutual consent in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.590(e). Where the Contractor's services have been terminated by the Commission, said termination shall not affect any right of the Commission against the Contractor then existing or which may thereafter accrue. Any retainage or payment of monies by the Commission due the Contractor will not release the Contractor from compliance with the Contract Documents.
  5. If through no act or fault of the Contractor, the Work is suspended for a period of more than 90 days by a written order of the Engineer or under an order of court or other public authority, then the Contractor may, after 10 days from delivery of Written Notice to the Engineer, terminate the Contract and recover from the
     Commission payment for all Work performed and accepted and all allowable expenses incurred up until the time of the delivery of Written Notice to the Engineer.
• FORCE MAJEURE —
  1. Neither party shall be considered in default in the performance of its obligations hereunder to the extent that performance of such obligations is delayed, hindered or prevented by any cause which is beyond the reasonable control of such party (hereinafter called "Force Majeure"). Force Majeure includes but is not limited to any of the following if reasonably beyond the control of the party claiming Force Majeure: war (declared or undeclared), blockages, hostilities, revolutions, riots, strikes, lockouts or other labor disturbances, epidemics, fires, storms, delays or interruptions in transportation, or any laws, regulations or ordinances of any government, governmental agency or court having or claiming to have jurisdiction over any part of the services, including laws, regulations or ordinance pertaining to the protection of the environment, or obtaining permits required by any such government, governmental agency or court, or any other cause (whether or not of kinds specifically mentioned herein) that is not reasonably within the control of the party claiming Force Majeure. In accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.560(b), the CONSULTANT shall file with designated Contract Administrator any claims that arise from a Force Majeure event.
• USE OF THE PREMISES —
  1. The Commission will have the right to enter the premises for the purpose of doing Work not covered by the Contract Documents. This provision shall not be construed as relieving the Contractor of the sole responsibility for the care and protection of the Work or the restoration of any damaged Work, except such as
     may be caused by agents or employees of the Commission.
  2. Unless otherwise specified, with the concurrence of the Contractor the Commission may use any completed or substantially completed portion of the Work. Such use shall not constitute an acceptance of such portions of the Work.
• CHANGE ORDERS —
  1. The Chief Procurement Officer may, at any time, without prior consent of the Contractor, and without notice to sureties, by written order designated or indicated to be a change order, make any change in the work within the general scope of this Contract.
  2. If the Contractor intends to assert a claim for additional compensation or extension of time for completion of the Contract as a result of a change order being issued, the Contractor shall submit a Claim in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.580(b).
  3. However, nothing in this General Condition shall excuse the Contractor from proceeding with the Contract as changed. By proceeding with the work, the Contractor shall not be deemed to have prejudiced any claim for additional compensation or an extension of time for completion.
• BRIBES —
  1. A bribe or attempt to bribe any employee or officer of the Commission by the Contractor shall be considered a fraudulent and bad faith act, and shall thus empower the Commission to invoke its rights pursuant WSSC Code of Regulations, Title 6, Chapter 6.15.570.
• USE OF THE PREMISES —
  1. The Commission will have the right to enter the premises for the purpose of doing Work not covered by the
     Contract Documents. This provision shall not be construed as relieving the Contractor of the sole
     responsibility for the care and protection of the Work or the restoration of any damaged Work, except such as
     may be caused by agents or employees of the Commission.
  2. Unless otherwise specified, with the concurrence of the Contractor the Commission may use any completed
     or substantially completed portion of the Work. Such use shall not constitute an acceptance of such portions
     of the Work.
• CLAIMS —
  1. Any Claim by the Contractor against the Commission arising under or relating to this Contract shall be filed and adjudicated in accordance with the requirements and procedures outlined in WSSC Code of Regulations, Title 6, Chapter 6.15.580(b).
  2. Any Claim by the Commission against the Contractor arising under or relating to this Contract shall be filed in the federal or state courts located in Prince George's County, Maryland, or Montgomery County, Maryland. However, the Commission may assert any set-off amount in any claim filed by the Contractor against the Commission.
  3. This Contract and any Claim arising under or relating to it shall be governed in accordance with the law of the State of Maryland.
  4. The Contractor shall diligently carry on the Work and maintain the progress schedule during any dispute, appeal, or court proceeding arising from or related to a Claim.
  5. No claim by the Contractor shall be allowed if asserted after final payment under this Contract
• COVENANT AGAINST CONTINGENCY FEES —
  1. The undersigned person authorized to execute this proposal on behalf of the firm or corporation offering services hereunder, warrants that he or she or any member of the contracting firms has not employed or retained any representative, individual or firm, other than a bona fide employee working solely for the contracting professional or firm to solicit or secure any contracts hereunder and furthermore warrants that there has not been any payment or promise or agreement to pay anyone a fee, COMMISSION, percentage, gift, or any other consideration contingent upon or resulting from the award of this Contract under this proposal.
     
     
  2. For the breach or violation of this provision, the COMMISSION shall have the right to terminate any Contract resulting from this proposal without liability and, at its discretion, deduct from the Contract price or otherwise recover the full amount or the value of such fee, COMMISSION, percentage, gift, or consideration. This right of recovery by the COMMISSION shall not be a bar to any charges or violations of any federal, state or local law brought before a court of competent jurisdiction by any party, including the COMMISSION.
• SUBSTANTIAL COMPLETION —
  1. The Contractor shall not be entitled to a certificate of Substantial Completion for a piece of equipment, a
     portion of the Work, or the Work unless and/or until the Engineer in his sole discretion determines a piece of
     equipment, a portion of the Work, or the Work is ready for service. That piece of equipment, portion of the
     Work, or the Work shall be inspected and tested in accordance with the Contract Documents and when
     accepted, a Certificate of Substantial Completion will be issued. Upon issuance of the Certificate of
     Substantial Completion by the Engineer, it shall be placed into beneficial operation unless otherwise directed
     by the Engineer. The date of Substantial Completion shall be the effective commencement date for any
     guarantee applicable to the specific equipment, portion of Work, or the Work. The Contractor shall be
     advised of operation and maintenance responsibility for specific equipment, portion of the Work, or the Work
     commencing with the date of Substantial Completion.
  2. All written conditions of the Certificate of Substantial Completion are binding to the Contractor. Failure to
     comply with such conditions within the time stated therein will be cause for rescission of the Certificate of
     Substantial Completion and rescission of commencement of the guarantee, or performance of the remaining
     Work by the Commission or others at the Contractor's expense 10 days after receipt of Written Notice by the
     Contractor. Substantial Completion and commencement of the guarantee may be reinstated upon reissuance
     of the Certificate of Substantial Completion by the Engineer as set forth above.
  3. A Certificate of Substantial Completion does not relieve the Contractor of his responsibility under any of the
     provisions of these Contract Documents unless explicitly noted herein and/or in the written Certificate of
     Substantial Completion.
  4. Written consent of Surety and endorsement from the insurance carrier or carriers permitting prior occupancy
     or use of any completed or partially completed portions of the Work by the Commission shall be secured and
     submitted to the Engineer prior to issuance of Certificate of Substantial Completion.
  5. Until approval of the final estimate for the entire Contract by the Commission, it shall be the Contractor's
     responsibility to protect and insure all portions of the Work in beneficial operation against damages resulting from vandalism, theft, floods, fires, and malfunction due to other equipment or Work not yet placed into
     beneficial operation, unless such damage is the direct result of negligence on the part of Commission
     personnel or fair wear and tear. Should repairs be required due to any reasons other than the exceptions stated
     above, they shall be performed at no expense to the Commission, and the guarantee commencement date
     shall be modified to coincide with the date of re-acceptance in accordance with the provisions set forth
     herein. Should the Contractor be unable to perform repairs, the Engineer may direct that the necessary repairs
     be performed by others, and the cost therefor be deducted from monies owed the Contractor. In such a case,
     the guarantee commencement date shall be modified to coincide with the date of completion of repairs by
     others.
• SUBSTANTIAL COMPLETION —
  1. The Contractor shall not be entitled to a certificate of Substantial Completion for a piece of equipment, a portion of the Work, or the Work unless and/or until the Engineer, in his sole discretion, determines a piece of equipment, a portion of the Work, or the Work is ready for service. That piece of equipment, a portion of the Work, or the Work shall be inspected and tested in accordance with the Contract Documents, and when accepted, a Certificate of Substantial Completion will be issued. Upon issuance of the Certificate of Substantial Completion by the Engineer, it shall be placed into beneficial operation unless otherwise directed
     by the Engineer. The date of Substantial Completion shall be the effective commencement date for any guarantee applicable to the specific equipment, portion of Work, or the Work. The Contractor shall be advised of operation and maintenance responsibility for specific equipment, a portion of the Work, or the Work
     commencing with the date of Substantial Completion.
  2. All written conditions of the Certificate of Substantial Completion are binding to the Contractor. Failure to comply with such conditions within the time stated therein will be cause for rescission of the Certificate of Substantial Completion and rescission of commencement of the guarantee, or performance of the remaining Work by the Commission or others at the Contractor's expense 10 days after receipt of Written Notice by the Contractor. Substantial Completion and commencement of the guarantee may be reinstated upon reissuance of the Certificate of Substantial Completion by the Engineer as set forth above.
  3. A Certificate of Substantial Completion does not relieve the Contractor of his responsibility under any of the provisions of these Contract Documents unless explicitly noted herein and/or in the written Certificate of Substantial Completion.
  4. Written consent of Surety and endorsement from the insurance carrier or carriers permitting prior occupancy or use of any completed or partially completed portions of the Work by the Commission shall be secured and submitted to the Engineer prior to issuance of Certificate of Substantial Completion.
  5. Until approval of the final estimate for the entire Contract by the Commission, it shall be the Contractor's responsibility to protect and insure all portions of the Work in beneficial operation against damages resulting from vandalism, theft, floods, fires, and malfunction due to other equipment or Work not yet placed into
     beneficial operation, unless such damage is the direct result of negligence on the part of Commission personnel or fair wear and tear. Should repairs be required due to any reasons other than the exceptions stated above, they shall be performed at no expense to the Commission, and the guarantee commencement date shall be modified to coincide with the date of re-acceptance in accordance with the provisions set forth herein. Should the Contractor be unable to perform repairs, the Engineer may direct that the necessary repairs be performed by others, and the cost thereof be deducted from monies owed the Contractor. In such a case, the guarantee commencement date shall be modified to coincide with the date of completion of repairs by others.
• SUBCONTRACTING —
  1. The CONSULTANT shall not award work to sub-consultants in excess of 49 percent of the Contract value.
     
     
  2. The CONSULTANT shall report the use of subcontractors, manufacturers, and suppliers during the course of the Contract as set forth in the Contract Documents.
     
     
  3. The CONSULTANT shall be fully responsible to the COMMISSION for the acts and omissions of the CONSULTANT'S subcontractors, manufacturers, suppliers, and of persons either directly or indirectly employed by them, as he is for the acts and omissions of persons directly employed by him.
     
     
  4. The CONSULTANT shall be fully responsible for the coordination of the work of the trades, subcontractors, manufacturers and suppliers, and their officers, agents, and employees.
     
     
  5. The CONSULTANT shall cause appropriate provisions to be inserted in all subcontracts relative to the Work to bond subcontractors to the CONSULTANT by the terms of the Contract Documents insofar as applicable to the Work of subcontractors and to give the CONSULTANT the same power as regards terminating any subcontract that the COMMISSION may exercise over the CONSULTANT under any provision of the Contract Documents.
     
     
  6. Nothing contained in the Contract Documents shall create any contractual arrangement between any subcontractor and the COMMISSION.
     
     
  7. The Commission will require all CONSULTANTS to report subcontractor/supplier payments on a monthly basis utilizing the WSSC's Web-Based Compliance System. The CONSULTANT shall enter all payment information within 30 days of receipt of payment from WSSC until final payment, and the subcontractor(s)/supplier(s) shall validate payment received within 30 days of receipt of payment from the CONSULTANT until final payment. Instructions on entering data are located on WSSC's website at: http://www.wsscwater.com/home/jsp/content/slmbe-program.faces.
     
     
  8. Failure to report payments on WSSC's Web-Based Compliance System, as described above, will result in delay in payment(s). Final payment may not be made until all subcontractor payment(s) are reported and verified.
     
     
  9. Failure to comply with the requirements herein will be considered in the evaluation of the CONSULTANT'S responsibility in performing future contracts.
     
     
  10. No additional compensation will be allowed for meeting the requirements of this section. Questions concerning WSSC's Web-Based Compliance System shall be directed to the SLMBE Office at 301- 206-8800 or email at wsscwebcompliance@wsscwater.com.
• PAYMENTS TO THE CONTRACTOR —
  1. At least 10 days before each progress payment falls due, but not more often than once a month, the Contractor shall submit to the Engineer a partial payment estimate form provided by the Commission, filled out in ink or typewritten and signed by the Contractor, covering Work performed during the period of the
     partial payment estimate and supported by such data as the Engineer may reasonably require, less sums as may be lawfully deducted by the Commission. If payment is requested on the basis of materials and equipment not incorporated in the Work, the partial payment estimate shall also be accompanied by such
     supporting data, satisfactory to the Engineer, as will protect the Commission's interests therein, including applicable insurance. The Engineer will, within 10 days after receipt of each partial payment estimate, either indicate in writing his approval of payment and present the partial payment estimate for processing, or return the partial payment estimate to the Contractor indicating in writing his reasons for not approving payment. In the latter case, the Contractor may make the necessary corrections and resubmit the partial payment estimate. The Commission will, within 10 days of an Engineer approved partial payment estimate, pay the Contractor by Automated Clearing House (ACH) or by WSSC's Procurement Credit Card a progress payment on the basis of the approved partial payment estimate.
  2. If payment is requested on the basis of materials and equipment not incorporated in the Work, the partial payment estimate shall also be accompanied by such supporting data, satisfactory to the Engineer, as will protect the Commission's interests therein, including applicable insurance. The Engineer will, within 10 days
     after receipt of each partial payment estimate, either indicate in writing his approval of payment and present the partial payment estimate for processing, or return the partial payment estimate to the Contractor indicating in writing his reasons for not approving payment. In the latter case, the Contractor may make the
     necessary corrections and resubmit the partial payment estimate. Payments to the Contractor pursuant to this Contract shall be made no later than 30 days after the Commission's receipt of a Proper Invoice from the Contractor.
  3. In accordance with the Maryland Little Miller Act, Maryland Annotated Code, State Finance and Procurement, § 17-110(b)(1)-(2), the Commission shall retain five (5) percent of the amount of each payment. In addition to retainage, the Commission may withhold from payments otherwise due to the Contractor any amount that the Commission reasonably believes necessary to protect its interests. The Commission may (1) reduce the percentage of each payment being withheld and (2) release any amount of the retainage being held by the Commission, if the Division Manager in the Engineering and Construction Department responsible for the oversight of the Contract determines the reduction or release to be appropriate and not contrary to the interests of the Commission. In accordance with the Maryland Little Miller Act, Maryland Annotated Code, State Finance and Procurement, § 17-110(c)(1), the Contractor may not retain a
     percentage of payments due a subcontractor that exceeds the percentage of payments retained by the Commission.
  4. In accordance with the Maryland Little Miller Act, Maryland Annotated Code, State Finance and Procurement, § 17-106, with each payment estimate, the Contractor, when signing the payment estimate form, certifies that he has made payment from proceeds of prior payments and that he will make timely payments from the proceeds of progress and final payment then due him to his Subcontractors and suppliers in accordance with his contractual arrangement with them. In addition, the Contractor shall enter and certify payments to all minority and or small local Subcontractor(s)/supplier(s) in accordance with any applicable Commission policies. Failure to meet this condition may result in halting the processing of subsequent estimates until this condition is met.
  5. No payments for installation of equipment requiring Operation and Maintenance Manuals will be made prior to receipt of final approved copies of the Operation and Maintenance Manuals. Failure to maintain Contractor required record drawings current will be cause to delay progress payments.
  6. If the Engineer fails to respond to any payment estimate within 30 days after it is submitted, or the Commission fails to pay the Contractor substantially the sum approved by the Engineer within 30 days of its approval and presentation, the Contractor may upon 10 days Written Notice to the Engineer stop the Work
     until he has been paid all amounts then due, in which event Change Orders will be issued for adjusting the Contract Price, extending the Contract Time, or both to compensate for the costs and delays attributable to the stoppage of the Work.
  7. No payments shall be made for material or equipment not yet incorporated in the Work.
  8. Prior to making a request for final payment, the Contractor shall have completed all Work as defined under the Contract. The Engineer will issue a Certificate of Final Acceptance attached to the final payment request with a copy sent to the Contractor that the Work has been accepted by him under the conditions of the Contract Documents. The entire balance found to be due the Contractor, including the retained percentages but except such sums as may be lawfully deducted by the Commission, will be paid to the Contractor within 30 days of final completion and acceptance of the Work. In accordance with the Maryland Little Miller Act, Maryland Annotated Code, State Finance and Procurement, § 17-110(b)(5), if there is a dispute or Claim between the Contractor and the Commission concerning the satisfactory completion of this Contract, the Commission shall release the retainage to the Contractor within 120 days after the resolution of the dispute or Claim.
  9. The Contractor shall furnish to the Engineer, a Maintenance Bond as described in Article 25, to be in effect for the guarantee period(s) set forth in Article 31.
  10. The Contractor shall indemnify and hold the Commission and its agents harmless from all claims growing out of the lawful demands of Subcontractors, laborers, workmen, mechanics, materialmen, and furnishers of machinery and parts thereof, equipment, tools, and all supplies incurred in the furtherance of the
      performance of the Work. The Contractor shall, at the Engineer's request, furnish satisfactory evidence that all obligations of the nature designated above have been paid, discharged or waived. If the Contractor fails to do so the Commission may, after having notified the Contractor, either pay unpaid bills or withhold from the Contractor's unpaid compensation a sum of money deemed reasonably sufficient to pay any and all such lawful claims until satisfactory evidence is furnished that all liabilities have been fully discharged whereupon payment to the Contractor will be resumed in accordance with the terms of the Contract
      Documents, but in no event shall the provisions of this sentence be construed to impose any obligations upon the Commission to either the Contractor, his Surety, or any third party. In paying any unpaid bills of the Contractor, any payment so made by the Commission will be considered as a payment made under the Contract Documents by the Commission to the Contractor and the Commission will not be liable to the Contractor for any such payments made in good faith.
• PAYMENTS TO THE CONTRACTOR —
  1. At least 10 days before each progress payment falls due, but not more often than once a month, the
     Contractor shall submit to the Engineer a partial payment estimate form provided by the Commission, filled
     out in ink or typewritten and signed by the Contractor, covering Work performed during the period of the
     partial payment estimate and supported by such data as the Engineer may reasonably require, less sums as
     may be lawfully deducted by the Commission. If payment is requested on the basis of materials and
     equipment not incorporated in the Work, the partial payment estimate shall also be accompanied by such
     supporting data, satisfactory to the Engineer, as will protect the Commission's interests therein, including
     applicable insurance. The Engineer will, within 10 days after receipt of each partial payment estimate, either
     indicate in writing his approval of payment and present the partial payment estimate for processing, or return
     the partial payment estimate to the Contractor indicating in writing his reasons for not approving payment. In
     the latter case, the Contractor may make the necessary corrections and resubmit the partial payment estimate.
     The Commission will, within 10 days of an Engineer approved partial payment estimate, pay the Contractor
     by Automated Clearing House (ACH) or by WSSC's Procurement Credit Card a progress payment on the
     basis of the approved partial payment estimate.
  2. If payment is requested on the basis of materials and equipment not incorporated in the Work, the partial
     payment estimate shall also be accompanied by such supporting data, satisfactory to the Engineer, as will
     protect the Commission's interests therein, including applicable insurance. The Engineer will, within 10 days
     after receipt of each partial payment estimate, either indicate in writing his approval of payment and present
     the partial payment estimate for processing, or return the partial payment estimate to the Contractor
     indicating in writing his reasons for not approving payment. In the latter case, the Contractor may make the
     necessary corrections and resubmit the partial payment estimate. Payments to the Contractor pursuant to this
     Contract shall be made no later than 30 days after the Commission's receipt of a Proper Invoice from the
     Contractor.
  3. In accordance with the Maryland Little Miller Act, Maryland Annotated Code, State Finance and
     Procurement, § 17-110(b)(1)-(2), the Commission shall retain five (5) percent of the amount of each
     payment. In addition to retainage, the Commission may withhold from payments otherwise due to the
     Contractor any amount that the Commission reasonably believes necessary to protect its interests. The
     Commission may (1) reduce the percentage of each payment being withheld and (2) release any amount of
     the retainage being held by the Commission, if the Division Manager in the Engineering and Construction
     Department responsible for the oversight of the Contract determines the reduction or release to be appropriate
     and not contrary to the interests of the Commission. In accordance with the Maryland Little Miller Act,
     Maryland Annotated Code, State Finance and Procurement, § 17-110(c)(1), the Contractor may not retain a
     percentage of payments due a subcontractor that exceeds the percentage of payments retained by the
     Commission.
  4. In accordance with the Maryland Little Miller Act, Maryland Annotated Code, State Finance and Procurement, § 17-106, with each payment estimate, the Contractor, when signing the payment estimate form, certifies that he has made payment from proceeds of prior payments and that he will make timely payments from the proceeds of progress and final payment then due him to his Subcontractors and suppliers in accordance with his contractual arrangement with them. In addition, the Contractor shall enter and certify payments to all minority and or small local Subcontractor(s)/supplier(s) in accordance with any applicable Commission policies. Failure to meet this condition may result in halting the processing of subsequent
     estimates until this condition is met.
  5. No payments for installation of equipment requiring Operation and Maintenance Manuals will be made prior
     to receipt of final approved copies of the Operation and Maintenance Manuals. Failure to maintain Contractor
     required record drawings current will be cause to delay progress payments.
  6. If the Engineer fails to respond to any payment estimate within 30 days after it is submitted, or the
     Commission fails to pay the Contractor substantially the sum approved by the Engineer within 30 days of its
     approval and presentation, the Contractor may upon 10 days Written Notice to the Engineer stop the Work
     until he has been paid all amounts then due, in which event Change Orders will be issued for adjusting the
     Contract Price, extending the Contract Time, or both to compensate for the costs and delays attributable to
     the stoppage of the Work.
  7. No payments shall be made for material or equipment not yet incorporated in the Work.
  8. Prior to making a request for final payment, the Contractor shall have completed all Work as defined under
     the Contract. The Engineer will issue a Certificate of Final Acceptance attached to the final payment request with a copy sent
     to the Contractor that the Work has been accepted by him under the conditions of the Contract Documents. The
     entire balance found to be due the Contractor, including the retained percentages but except such sums as may
     be lawfully deducted by the Commission, will be paid to the Contractor within 30 days of final completion and
     acceptance of the Work. In accordance with the Maryland Little Miller Act, Maryland Annotated Code, State
     Finance and Procurement, § 17-110(b)(5), if there is a dispute or Claim between the Contractor and the
     Commission concerning the satisfactory completion of this Contract, the Commission shall release the retainage
     to the Contractor within 120 days after the resolution of the dispute or Claim.
  9. The Contractor shall furnish to the Engineer, a Maintenance Bond as described in Article 25, to be in effect
     for the guarantee period(s) set forth in Article 31.
  10. The Contractor shall indemnify and hold the Commission and its agents harmless from all claims growing
      out of the lawful demands of Subcontractors, laborers, workmen, mechanics, materialmen, and furnishers of
      machinery and parts thereof, equipment, tools, and all supplies incurred in the furtherance of the
      performance of the Work. The Contractor shall, at the Engineer's request, furnish satisfactory evidence that
      all obligations of the nature designated above have been paid, discharged or waived. If the Contractor fails
      to do so the Commission may, after having notified the Contractor, either pay unpaid bills or withhold from
      the Contractor's unpaid compensation a sum of money deemed reasonably sufficient to pay any and all such
      lawful claims until satisfactory evidence is furnished that all liabilities have been fully discharged
      whereupon payment to the Contractor will be resumed in accordance with the terms of the Contract
      Documents, but in no event shall the provisions of this sentence be construed to impose any obligations
      upon the Commission to either the Contractor, his Surety, or any third party. In paying any unpaid bills of
      the Contractor, any payment so made by the Commission will be considered as a payment made under the
      Contract Documents by the Commission to the Contractor and the Commission will not be liable to the
      Contractor for any such payments made in good faith.
• MATERIAL AND WORKMANSHIP —
  1. All equipment, materials, and components incorporated into the work covered by this Contract shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in this Contract. References in the specifications to equipment, materials, articles, or patented processes by trade name, make, or catalog number shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. The Contractor may, as his option, use any equipment, material, article, or process that, in the judgment of the Chief Procurement Officer, is equal to that named in the specifications, unless otherwise specifically provided in this Contract.
  2. All work under this Contract shall be performed in a workmanlike manner. The Chief Procurement Officer may require, in writing, that the Contractor remove from work any employee the Chief Procurement Officer deems incompetent, careless, or otherwise objectionable.
• ACCEPTANCE AND FINAL PAYMENT AS RELEASE —
  1. The acceptance by the Contractor of final payment shall be and shall operate as a release to the Commission from any and all claims of any nature and all liability to the Contractor, for all things done or furnished in connection with the Work, and for every act and neglect of the Commission and others relating to or arising out of this Work.
  2. The Commission shall not be precluded or estopped by any measurement, estimate, or certificate made either before or after the final completion and acceptance of the Work and payment therefor, from showing the true amount and character of the Work performed and materials furnished by the Contractor, nor from showing that any such measurement, estimate or certificate is untrue or is incorrectly made, nor from showing that the Work or materials do not in fact conform to the Contract. The Commission shall not be precluded or estopped, notwithstanding any such measurement, estimate or certificate, and payment in accordance therewith, from recovering from the Contractor or his Sureties, or both, such damage as it may sustain by reason of his failure to comply with the terms of the Contract. 
  3. Neither the acceptance by the Commission or any representative of the Commission nor any payment for or acceptance of the whole or any part of the Work, nor any extension of time, nor any possession taken by the Commission, shall operate as a waiver of any portion of the Contract or of any power herein reserved, or of any right to recover damages. The waiver of any breach of the Contract shall not be held to be waiver of any other or subsequent breach.
• INDEMNIFICATION AGREEMENTS —
  1. GENERAL LIABILITY: The CONSULTANT shall defend, indemnify and save harmless the COMMISSION from any and all suits, claims, actions, damages or costs of every name and description, including reasonable attorney's fees to which the COMMISSION may be subject, including but not limited to any suit, claim, or action alleging injury to persons (bodily injury, including death, or any personal injury) or property damage as a result of the Work, caused or alleged to be caused by the negligence or willful acts of misconduct on the part of the CONSULTANT, their servants or agents, (other than arising out of CONSULTANT'S professional services). Monies to become due the CONSULTANT under the Contract as may be considered necessary by the COMMISSION shall be retained by the COMMISSION until such suits or claims for damages shall have been settled or until the CONSULTANT furnishes to the COMMISSION satisfactory evidence of insurance coverage with respect to such suits or claims or post a bond in the amount of the dispute in a form satisfactory to the COMMISSION.
     
     
  2. PROFESSIONAL LIABILITY: The CONSULTANT shall defend, indemnify and save harmless the COMMISSION from any and all suits, claims, actions, damages or costs of every name and description, including reasonable attorneys' fees to which the COMMISSION may be subject, including but not limited to any suit, claim or action alleging injury to persons (bodily injury, including death, or any personal injury) or property damage as a result of CONSULTANT'S professional services, caused or alleged to be caused by the negligence or willful acts of misconduct on the part of the CONSULTANT, their servants or agents. The COMMISSION shall retain monies owed the CONSULTANT until such suits or claims for damages shall have been settled or until the CONSULTANT furnishes to the COMMISSION satisfactory evidence of insurance coverage with respect to such suits or claims or post a bond in the amount of the dispute in a form satisfactory to the COMMISSION.
     
     
  3. Monies due or to become due the CONSULTANT under the Contract as may be considered necessary by the COMMISSION shall be retained by the COMMISSION until such suits or claims for damages shall have been settled or otherwise disposed of or satisfactory evidence to that effect has been furnished to the COMMISSION.
• ACCEPTANCE AND FINAL PAYMENT AS RELEASE —
  1. The acceptance by the Contractor of final payment shall be and shall operate as a release to the Commission from any and all claims of any nature and all liability to the Contractor, for all things done or furnished in
     connection with the Work, and for every act and neglect of the Commission and others relating to or arising
     out of this Work.
  2. The Commission shall not be precluded or estopped by any measurement, estimate, or certificate made either
     before or after the final completion and acceptance of the Work and payment therefor, from showing the true
     amount and character of the Work performed and materials furnished by the Contractor, nor from showing
     that any such measurement, estimate or certificate is untrue or is incorrectly made, nor from showing that the
     Work or materials do not in fact conform to the Contract. The Commission shall not be precluded or
     estopped, notwithstanding any such measurement, estimate or certificate, and payment in accordance
     therewith, from recovering from the Contractor or his Sureties, or both, such damage as it may sustain by
     reason of his failure to comply with the terms of the Contract.
  3. Neither the acceptance by the Commission or any representative of the Commission nor any payment for or
     acceptance of the whole or any part of the Work, nor any extension of time, nor any possession taken by the
     Commission, shall operate as a waiver of any portion of the Contract or of any power herein reserved, or of
     any right to recover damages. The waiver of any breach of the Contract shall not be held to be waiver of any
     other or subsequent breach.
• TAXES —
  1. Pursuant to MD Code, Tax - General, § 11-220(a), Maryland sales and use taxes do not apply to a sale to the Commission. For purchases made directly by the Commission, the Commission will provide the Contractor with its Maryland sales and use tax exemption certificate.
• INSURANCE —
  1. The Contractor shall within the time specified in the Contract Documents purchase and maintain insurance as
     specified in the Contract Documents. The Contractor shall submit proof of insurance as required by the
     Contract Documents.
• INSURANCE —
  1. The Contractor shall within the time specified in the Contract Documents purchase and maintain insurance as specified in the Contract Documents. The Contractor shall submit proof of insurance as required by the Contract Documents.
• OWNERSHIP RIGHTS —
  1. The CONSULTANT shall vest in the COMMISSION title to all computer programs, reports, exhibits, calculations, program modifications, parameters, coding or any other products of work produced or delivered to the COMMISSION hereunder in the performance of this Contract and this material shall be the sole property of the COMMISSION and be made available to the COMMISSION immediately upon request. The COMMISSION retains the right to acquire originals, reproductions, and/or prints and copies of this material to suit its needs and purposes and to distribute this material to any agencies, firms and/or individuals. The Offeror(s) agrees neither to assert any rights at common law or equity nor to assert or establish any claim to statutory copyright or ownership in such reports.
• DELAY OF WORK —
  1. If the performance of all or any part of the work of this Contract is delayed or interrupted (a) by an act of the Chief Procurement Officer in the administration of this Contract that is not explicitly or implicitly authorized by this Contract, or (b) by a failure of the Chief Procurement Officer to act within the time specified in this Contract, or within a reasonable time if not specified, an adjustment (excluding profit) shall be made for any increase in the cost of performance of this Contract caused by the delay or interruption and the Contract shall be modified in writing accordingly. Adjustment shall also be made in the delivery or performance dates and any other Contractual provision affected by the delay or interruption.
  2. However, no adjustment shall be made under this General Condition for any delay or interruption to the extent that performance would have been delayed or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an adjustment is provided or excluded under any other provision of this Contract.
  3. A delay claim shall be filed according to WSSC Code of Regulations, Title 6, Chapter 6.15.580(b). A delay claim shall not be allowed (a) for any costs incurred more than twenty (20) calendar days before the Contractor shall have notified the Chief Procurement Officer in writing of the act or failure to act involved, and (b) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the delay or interruption, but not later than the day of final payment under the Contract.
• CONTRACT SECURITY —
  1. The Contractor shall within the time specified in the Contract Documents provide the Commission with a
     Performance Bond, a Labor and Material Payment Bond, and Letter of Intent to Issue Maintenance Bond in
     penal sum equal to 100 percent of the Contract Price. Bonds shall be conditioned upon the performance by
     the Contractor of all undertakings, covenants, terms, conditions, and agreements of the Contract Documents,
     and upon the prompt payment by the Contractor to all persons supplying labor, materials, and services in the
     prosecution of the Work provided by the Contract Documents. Such Bonds shall be executed by the
     Contractor and a corporate bonding company licensed to transact such business in the State of Maryland. The
     expense of these Bonds shall be borne by the Contractor. If at any time a Surety on any such Bond is declared
     bankrupt or loses its right to do business in the State of Maryland or is removed from the Listing of Approved
     Sureties, the Contractor shall within 10 days after notice from the Surety Company, substitute an acceptable
     Bond (or Bonds) in such form and sum and signed by such other surety or sureties as may be satisfactory to
     the Commission. The premiums on such Bond shall be paid by the Contractor. No further payments shall be
     deemed due nor shall be made until the new surety or sureties shall have furnished an acceptable Bond to the
     Commission.
  2. Should the Contract Price be increased by 25 percent or more before Final Acceptance, the amount of the
     Maintenance Bond shall be increased accordingly.
• CONTRACT SECURITY —
  1. The Contractor shall within the time specified in the Contract Documents provide the Commission with a Performance Bond, a Labor and Material Payment Bond, and Letter of Intent to Issue Maintenance Bond in penal sum equal to 100 percent of the Contract Price. Bonds shall be conditioned upon the performance by the Contractor of all undertakings, covenants, terms, conditions, and agreements of the Contract Documents, and upon the prompt payment by the Contractor to all persons supplying labor, materials, and services in the prosecution of the Work provided by the Contract Documents. Such Bonds shall be executed by the Contractor and a corporate bonding company licensed to transact such business in the State of Maryland. The expense of these Bonds shall be borne by the Contractor. If at any time a Surety on any such Bond is declared bankrupt or loses its right to do business in the State of Maryland or is removed from the Listing of Approved Sureties, the Contractor shall within 10 days after notice from the Surety Company, substitute an acceptable Bond (or Bonds) in such form and sum and signed by such other surety or sureties as may be satisfactory to the Commission. The premiums on such Bond shall be paid by the Contractor. No further payments shall be deemed due nor shall be made until the new surety or sureties shall have furnished an acceptable Bond to the
     Commission.
  2. Should the Contract Price be increased by 25 percent or more before Final Acceptance, the amount of the Maintenance Bond shall be increased accordingly.
• INTELLECTUAL PROPERTY COPYRIGHT —
  1. The CONSULTANT and its employees hereby irrevocably transfer, assign, and convey to the COMMISSION all rights, titles and interests, including the sole exclusive and complete copyright interest in any and all copyrightable works created pursuant to this Contract. The CONSULTANT and its employees further agree to execute such documents as the COMMISSION may request to affect such transfer or assignment.
     
     
  2. Further, the CONSULTANT and CONSULTANT'S employees agree that the rights granted to the COMMISSION by this Article are irrevocable. No termination of this Contract shall have the effect of rescinding, terminating, or otherwise invalidating the rights acquired pursuant to the provisions of this "Intellectual Property Copyright" Article.
     
     
  3. The use of Subcontractors or third parties in developing or creating input into any copyrightable materials produced as part of this Contract is prohibited unless such Subcontractors or third parties agree to include the provisions of this Article as part of any Contract they enter into with the CONSULTANT for Work or related to Work pursuant to this Contract.
     
     
  4. Notwithstanding any other provision of this Contract, each party is and shall continue to be the sole and exclusive owner of all data, materials, documentation and intellectual property rights that such party owned, created, conceived or developed prior to the date of this Contract.
• SUSPENSION OF WORK —
  1. The Commission may, at any time, suspend, delay, interrupt or stop the performance of any or all of the work of this Contract by written notice to the Contractor. Suspension of work orders shall not exceed ninety (90) calendar days and, as soon as feasible after a suspension of work order is issued, either the Contract will be terminated or the suspension of work order will be canceled or extended in writing for a reasonable time beyond the period specified in the order. If an extension of the suspension of work order is necessary, it must be evidenced by a unilateral written modification to the Contract issued by the Commission.
  2. In the event of such suspension of work for an unreasonable period of time, all allowable costs (excluding profit) which are deemed by the Chief Procurement Officer as reasonably and necessarily incurred by the Contractor in suspending the work shall be paid by the Commission, including all costs incurred during the period of suspension and additional costs incurred in reactivating the work. Such payment shall not duplicate costs included under any prior progress payments. The Contractor must (a) itemize the costs involved, (b) provide satisfactory documentation as required by the Commission, and (c) demonstrate that such work as was provided during the suspension was in direct support of overall work to be performed.
  3. Both parties also recognize that the Commission may implicitly suspend the work by reasonable delays in its review, comment and action on the submitted data, plans, reports and other documents transmitted to the Commission, for which there shall be no additional compensation.
  4. The Commission's right to suspend this Contract is in addition to and not in substitution for the Commission's right to terminate as stated herein.
• ASSIGNMENTS —
  1. Neither the Contractor nor the Commission shall sell, transfer, assign or otherwise dispose of the Contract or
     any portion thereof, or of his right, title or interest therein, or his obligations thereunder, without written consent of both parties
• DISSEMINATION OF INFORMATION —
  1. The CONSULTANT shall not release any information related to the services or performance of the services under the Contract, nor publish any reports or documents related to the Contract without the prior written consent of the Contract Administrator; and
     
     
  2. The CONSULTANT shall indemnify and hold harmless the COMMISSION, its officers, agents, and employees, from any and all liability which may be incurred by reason of dissemination, publication, distribution, or circulation, in any manner whatsoever, of any information, data, documents, or materials pertaining in any way to this Contract by the CONSULTANT, his agents or employees.
     
     
  3. The CONSULTANT shall hold all materials and information belonging to the COMMISSION or the COMMISSION's agents in strictest confidence and not to make use thereof other than for the performance of contractual obligations, to release it to or disclose it to any other party. Any information of a restricted nature provided to the CONSULTANT by the Project/Contract Manager or designee in the course of Contract implementation shall be handled in accordance with restrictions placed thereon by the Project/Contract Manager. Information or documents given to, or generated by, the CONSULTANT in the course of contract implementation shall be considered restricted information and subject to handling and dissemination restrictions as specified herein and/or as specified by the Project/Contract Manager
• ASSIGNMENTS —
  1. Neither the Contractor nor the Commission shall sell, transfer, assign or otherwise dispose of the Contract or any portion thereof, or of his right, title or interest therein, or his obligations thereunder, without written consent of both parties.
• BRIBES —
  1. A bribe or attempt to bribe any employee or officer of the Commission by the Contractor shall be considered a fraudulent and bad faith act, and shall thus empower the Commission to invoke its rights pursuant to WSSC Code of Regulations, Title 6, Chapter 6.15.570.
• INDEMNIFCATION —
  1. The Contractor shall defend, indemnify, and hold harmless the Commission, its agents, and employees from
     and against any and all claims, suits in law or equity, actions, damages, losses and expenses of every name and
     description, including attorneys' fees to which the Commission, its agents, and employees may be subject or
     put by reason of injury to persons (including bodily injury, death or any other form of personal injury) or
     property damage arising out of or resulting from the performance of the Work whether caused or alleged to be
     caused in whole or in part by any negligent act or omission of the Contractor, any Subcontractor, anyone
     directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless
     of whether or not it is caused in part by the Commission, its agent or employees, the party indemnified
     hereunder, or other cause.
  2. Monies due or to become due the Contractor under the Contract as may be considered necessary by the
     Commission shall be retained by the Commission until such suits or claims for damages shall have been settled
     or otherwise disposed of or satisfactory evidence to that effect has been furnished to the Commission.
• PATENTED DEVICES, MATERIALS AND PROCESSES —
  1. All claims by a CONSULTANT against WSSC which includes without limitation, controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification or rescission shall be resolved in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.560(b).
  2. The CONSULTANT shall diligently carry on the Work and maintain the progress schedule during any dispute, appeal, or court proceeding arising from or related to a Claim.
  3. No claim by the CONSULTANT shall be allowed if asserted after final payment under this Contract.
• INDEMNIFCATION —
  1. The Contractor shall defend, indemnify, and hold harmless the Commission, its agents, and employees from and against any and all claims, suits in law or equity, actions, damages, losses and expenses of every name and description, including attorneys' fees to which the Commission, its agents, and employees may be subject or put by reason of injury to persons (including bodily injury, death or any other form of personal injury) or property damage arising out of or resulting from the performance of the Work whether caused or alleged to be caused in whole or in part by any negligent act or omission of the Contractor, any Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by the Commission, its agent or employees, the party indemnified hereunder, or other cause.
  2. Monies due or to become due the Contractor under the Contract as may be considered necessary by the Commission shall be retained by the Commission until such suits or claims for damages shall have been settled or otherwise disposed of or satisfactory evidence to that effect has been furnished to the Commission.
• FAILURE TO PERFORM —
  1. Failure of the Contractor to (a) deliver or perform the required goods within the time specified or within a reasonable time as interpreted by the Chief Procurement Officer or (b) make replacements of rejected articles immediately or as directed by the Chief Procurement Officer shall constitute authority for the Chief Procurement Officer to purchase in the open market goods of comparable grade to replace the goods not delivered or rejected. On all such purchases, the Contractor shall reimburse the Commission within a reasonable time, as specified by the Chief Procurement Officer, for any expense incurred in excess of Contract prices, including any administrative costs.
  2. Should public necessity demand it, the Commission reserves the right to use or consume articles delivered or services performed which are substandard in quality, subject to an adjustment in price to be determined by the Chief Procurement Officer. The Contractor shall not be liable for any excess costs if acceptable evidence has been submitted to the Chief Procurement Officer that failure to perform this Contract was due to causes beyond the control and without the failure or negligence of the Contractor.
  3. The remedies provided in this General Condition are in addition to any other rights and remedies provided by law or under any other provisions of this Contract.
• SEPARATE CONTRACTS —
  1. The Commission reserves the right to let other contracts in connection with this Project. The Contractor shall afford other contractors reasonable opportunity for the introduction and storage of their materials, the execution of their Work, and shall properly connect and coordinate his Work with theirs. If the proper
     execution or results of any part of the Contractor's Work depends upon the Work of any other Contractor, the Contractor shall inspect and promptly report to the Engineer any defects in such Work that render it unsuitable for such proper execution and results.
  2. The Commission may perform additional Work related to the Project by itself, or it may let other contracts containing provisions similar to these. The Contractor shall afford the other Contractors who are parties to such contracts, and the Commission, if it is performing the additional Work itself, reasonable opportunity for
     the introduction and storage of materials and equipment, the execution of work, and shall properly connect and coordinate his Work with theirs.
• SEPARATE CONTRACTS —
  1. The Commission reserves the right to let other contracts in connection with this Project. The Contractor shall
     afford other contractors reasonable opportunity for the introduction and storage of their materials, the
     execution of their Work, and shall properly connect and coordinate his Work with theirs. If the proper
     execution or results of any part of the Contractor's Work depends upon the Work of any other Contractor, the
     Contractor shall inspect and promptly report to the Engineer any defects in such Work that render it
     unsuitable for such proper execution and results.
  2. The Commission may perform additional Work related to the Project by itself, or it may let other contracts
     containing provisions similar to these. The Contractor shall afford the other Contractors who are parties to
     such contracts, and the Commission, if it is performing the additional Work itself, reasonable opportunity for
     the introduction and storage of materials and equipment, the execution of work, and shall properly connect
     and coordinate his Work with theirs.
• CONTRACT DISPUTE RESOLUTION —
  1. All claims by a CONSULTANT against WSSC which includes without limitation, controversies based upon breach of contract, mistake, misrepresentation, or other cause for contract modification or rescission shall be resolved in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.560(b).
  2. The CONSULTANT shall diligently carry on the Work and maintain the progress schedule during any dispute, appeal, or court proceeding arising from or related to a Claim.
  3. No claim by the CONSULTANT shall be allowed if asserted after final payment under this Contract
• TERMINATION OF CONTRACT —
  1. Where the Contractor's services have been terminated by the Commission, said termination shall not affect any right of the Commission against the Contractor then existing or which may thereafter accrue. Any retention or payment of monies by the Commission due to the Contractor will not release the Contractor from compliance with the Contract Documents.
  2. Termination for Default
     1. The Contract may be terminated for default in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.590(c).
     2. The Commission has the right to terminate for default a material breach of the Contract which shall include but not be limited to the following events:
        1. the Contractor is adjudged bankrupt or insolvent, or if he makes a general assignment for the benefit of his creditors, or if a trustee or receiver is appointed for the Contractor or for any of his property, or if he files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or applicable laws
        2. the Contractor repeatedly fails to supply sufficient skilled workmen or suitable materials or equipment,
        3. the Contractor repeatedly fails to make prompt payments to subcontractors for labor, materials or equipment,
        4. the Contractor fails to prosecute the Work or any separable part thereof with such diligence as to endanger performance of this Contract,
        5. the Contractor fails to complete said Work within said time,
        6. the Contractor disregards laws, ordinances, rules, regulations, directions or orders of any public body having jurisdiction over the Work, or
        7. The Contractor otherwise violates any provision of the Contract Documents.
     3. After a termination for default, the Commission may acquire, under the terms and in the manner the Chief Procurement Officer considers appropriate, supplies similar to those terminated, and the Contractor will be liable to the Commission for the excess cost of those supplies. However, the Contractor shall continue the work not been terminated.
     4. All finished or unfinished supplies provided by the Contractor and not yet delivered, rendered, and accepted by the Commission shall, at the Commission's option, become the Commission's property. The Commission shall pay the Contractor compensation for satisfactory performance prior to receipt of notice of termination for default, less the amount of damages caused by the Contractor's breach. If the damages are more than the compensation payable to the Contractor, the Contractor will remain liable after termination for default and the Commission can affirmatively collect such damages. The term "damages" as used in this paragraph includes, but is not limited to, attorney's fees of fifteen percent (15%).
     5. If the Contractor disputes the issuance of a termination for default, or the amount of compensation due the Contractor as a result of the termination of the Contract for default, the Contractor may file a timely claim under WSSC Code of Regulations, Title 6, Chapter 6.15.580(b).
     6. Termination for default under this Contract may result in debarment in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.560.
     7. The rights and remedies of the Commission in this General Condition are in addition to any other rights and remedies provided by law or under any other provision of this Contract.
  3. Termination for Convenience
     1. The Contract may be terminated for convenience in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.590(d).
     2. After receipt of a notice of termination for convenience and except as otherwise directed, the Contractor shall:
        1. stop all work on the date indicated and to the extent specified;
        2. place no further orders or subcontracts for materials, services or facilities except as necessary for the completion of such portion(s) of the work not terminated;
        3. terminate any and all vendors' and subcontractors' agreements and, with the approval of the Commission, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts;
        4. if directed by the Commission, transfer title and deliver to the Commission the Contractor's work in process, finished supplies and other material produced or acquired for the Work terminated and any completed or partially completed plans, drawings, information and other property that, if the Contract had been completed, would be required to be furnished to the Commission. If the Commission does
           not exercise this right, the Contractor shall use his best efforts to sell such supplies and materials in accordance with the standards of Uniform Commercial Code Section 2-706; and
        5. Complete performance of the work not terminated.
     3. The Contractor shall be entitled to recover the following costs as a result of termination for convenience:
        1. the Contract price for completed supplies accepted by the Commission but not previously paid for;
        2. costs already incurred in the performance of the work terminated; fair and reasonable profit on the costs incurred in the performance of the work terminated;
        3. the reasonable costs of settlement expenses for the work terminated; and
        4. The cost of settling and paying any termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract.
     4. In arriving at the amount due the Contractor, the following shall be deducted:
        1. all unliquidated, advance or other payments to the Contractor under the terminated portion of the Contract; and
        2. Any claim which the Commission has against the Contractor under this or any other Contract.
     5. If the Contractor and the Chief Procurement Officer cannot agree on the amount due the Contractor as a result of the termination for convenience, the Contractor may file a timely claim WSSC Code of Regulations, Title 6, Chapter 6.15.580(b). The Contractor does not have the right to appeal the Chief Procurement Officer's decision to terminate the Contract for convenience.
  4. Termination for Mutual Consent
     1. The Contract may be terminated by mutual consent in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.590(e).
• SUBCONTRACTING —
  1. The services of specialty Subcontractors may be utilized on those parts of the Work which, under normal
     contracting practices, are performed by specialty Subcontractors within the parameters set forth herein and in
     the Contract Documents.
  2. Before entering into any subcontracts, the Contractor shall submit a written statement to the Engineer
     giving name and address of the proposed Subcontractor, manufacturer or supplier, the Work and material
     that he is to perform and furnish, and shall further certify that the proposed Subcontractor, manufacturer
     or supplier has the necessary facilities, skill, integrity, past experience and financial resources to perform
     the portion of the Work stated in accordance with requirements of the Contract.
  3. No substitution for any Subcontractor, manufacturer or supplier, person or entity previously selected by
     the Contractor shall be made without written notification to the Engineer.
  4. The Contractor shall not award Work to Subcontractors in excess of 49 percent of the Contract Price.
  5. The Commission will require all Contractors to report Subcontractor/supplier payments on a monthly basis
     utilizing the WSSC's Web-Based Compliance System. The Contractor shall enter all payment information within 30 days of receipt of payment from WSSC until final payment, and the Subcontractor(s)/supplier(s)
     shall validate payment received within 30 days of receipt of payment from the CONSULTANT until final
     payment. Instructions on entering data are located on WSSC's website at:
     http://www.wsscwater.com/home/jsp/content/slmbe-program.faces
  6. Failure to report payments on WSSC's Web-Based Compliance System, as described above, will result in
     delay in payment(s). Final payment may not be made until all Subcontractor payment(s) are reported and
     verified.
  7. Failure to comply with the requirements herein will be considered in the evaluation of the Contractor's
     responsibility in performing future contracts.
  8. No additional compensation will be allowed for a company not meeting the requirements of this section.
  9. Questions concerning WSSC's Web-Based Compliance System shall be directed to the SLMBE Office at
     301-206-8800 or email at wsscwebcompliance@wsscwater.com.
  10. The Contractor shall report the use of Subcontractors, manufacturers, and suppliers during the course of the
      Contract as set forth in the Contract Documents.
  11. The Contractor shall be fully responsible to the Commission for the acts and omissions of his Subcontractors,
      manufacturers, suppliers, and of persons either directly or indirectly employed by them, as he is for the acts
      and omissions of persons directly employed by him.
      The Contractor shall be fully responsible for the coordination of the Work of the trades, Subcontractors,
      manufacturers and suppliers, and their officers, agents, and employees.
  12. The Contractor shall cause appropriate provisions to be inserted in all subcontracts relative to the Work to
      bond Subcontractors to the Contractor by the terms of the Contract Documents insofar as applicable to the
      Work of Subcontractors and to give the Contractor the same power as regards terminating any subcontract
      that the Commission may exercise over the Contractor under any provision of the Contract Documents.
  13. All Subcontractors shall be specifically bound by the terms of the section Inspection and Testing.
  14. Nothing contained in the Contract Documents shall create any contractual arrangement between any
      Subcontractor and the Commission.
• SUBCONTRACTING —
  1. The services of specialty Subcontractors may be utilized on those parts of the Work which, under normal contracting practices, are performed by specialty Subcontractors within the parameters set forth herein and in the Contract Documents.
  2. Before entering into any subcontracts, the Contractor shall submit a written statement to the Engineer giving name and address of the proposed Subcontractor, manufacturer or supplier, the Work and material that he is to perform and furnish, and shall further certify that the proposed Subcontractor, manufacturer
     or supplier has the necessary facilities, skill, integrity, past experience and financial resources to perform the portion of the Work stated in accordance with requirements of the Contract.
  3. No substitution for any Subcontractor, manufacturer or supplier, person or entity previously selected by the Contractor shall be made without written notification to the Engineer.
  4. The Contractor shall not award Work to Subcontractors in excess of 49 percent of the Contract Price.
  5. The Commission will require all Contractors to report Subcontractor/supplier payments on a monthly basis utilizing the WSSC's Web-Based Compliance System. The Contractor shall enter all payment information within 30 days of receipt of payment from WSSC until final payment, and the Subcontractor(s)/supplier(s) shall validate payment received within 30 days of receipt of payment from the CONSULTANT until final payment. Instructions on entering data are located on WSSC's website at: http://www.wsscwater.com/home/jsp/content/slmbe-program.faces
  6. Failure to report payments on WSSC's Web-Based Compliance System, as described above, will result in delay in payment(s). Final payment may not be made until all Subcontractor payment(s) are reported and verified.
  7. Failure to comply with the requirements herein will be considered in the evaluation of the Contractor's responsibility in performing future contracts.
  8. No additional compensation will be allowed for a company not meeting the requirements of this section.
  9. Questions concerning WSSC's Web-Based Compliance System shall be directed to the SLMBE Office at 301-206-8800 or email at wsscwebcompliance@wsscwater.com.
  10. The Contractor shall report the use of Subcontractors, manufacturers, and suppliers during the course of the Contract as set forth in the Contract Documents.
  11. The Contractor shall be fully responsible to the Commission for the acts and omissions of his Subcontractors, manufacturers, suppliers, and of persons either directly or indirectly employed by them, as he is for the acts and omissions of persons directly employed by him. The Contractor shall be fully responsible for the coordination of the Work of the trades, Subcontractors, manufacturers and suppliers, and their officers, agents, and employees.
  12. The Contractor shall cause appropriate provisions to be inserted in all subcontracts relative to the Work to bond Subcontractors to the Contractor by the terms of the Contract Documents insofar as applicable to the Work of Subcontractors and to give the Contractor the same power as regards terminating any subcontract that the Commission may exercise over the Contractor under any provision of the Contract Documents.
  13. All Subcontractors shall be specifically bound by the terms of the section Inspection and Testing.
  14. Nothing contained in the Contract Documents shall create any contractual arrangement between any Subcontractor and the Commission.
• GOVERNING LAW —
  1. This Contract shall be governed by and construed according to the laws of the State of Maryland.
• CONFLICT OF INTEREST —
  1. The CONSULTANT shall be required to submit a statement in writing to the Project/Contract Manager should a conflict of interest arise during the term of this Contract.
• DELAY OF WORK —
  1. No adjustment shall be made under this General Condition for any delay or interruption to the extent that performance would have been delayed or interrupted by any cause, including the fault or negligence of the CONSULTANT, or for which an adjustment is provided or excluded under any other provision of this Contract.
  2. A delay claim shall be filed according to WSSC Code of Regulations, Title 6, Chapter 6.15.560(b).
• ENGINEER'S AND INSPECTOR'S AUTHORITY —
  1. The Engineer will act as the Commission's representative during the construction period and decide questions which may arise as to quality and acceptability of materials furnished and Work performed. The Engineer will within a reasonable time, make decisions relative to interpretation of the Contract Documents in a fair and unbiased manner, and will make visits to the site and determine if the Work is proceeding in accordance with the Contract Documents.
  2. The Contractor shall be held strictly to the intent of the Contract Documents in regard to the quality of materials, workmanship, and execution of the Work. Inspections may be made at the factory or fabrication plant of the source of material supply.
  3. The Engineer will not be responsible for construction means, controls, techniques, sequences, procedures or construction safety.
  4. Authority and Duties of Inspectors
     1. Inspectors are authorized agents of the Engineer and shall be authorized to inspect all Work done and all material furnished. Such inspection may extend to any part or all of the Work, including the preparation, fabrication or manufacture of the materials to be used. The presence or absence of an Inspector does not relieve the Contractor from any requirements of the Contract Documents. The Inspector is not authorized to revoke, alter or waive any requirements of the Contract, nor is he authorized to approve or accept any portion of the complete Project. He is authorized to call the attention of the Contractor to any failure of the Work or materials to conform to the Contract. He will have the authority to reject materials or suspend the Work until any questions at issue can be referred to and decided by the Engineer. Inspectors will perform their duties at such times and in such manner as will not unnecessarily impede progress of the Contract.
     2. The Inspector will not act as foreman or perform other duties for the Contractor, nor interfere with the management of the Work by the latter. Any advice which the Inspector may give the Contractor shall not be construed as binding the Engineer in any way, or releasing the Contractor from fulfilling all of the
        terms of the Contract. 
     3. Where there is disagreement between the Contractor and the Inspector, such as refusal by the Contractor to use properly approved materials, for performing Work not in compliance with the Contract Documents, or refusing to suspend Work until problems at issue can be referred to a decision by the Engineer, the Inspector will immediately direct the Engineer's attention to the issues of disagreement, and if the Contractor still refuses to make corrections, comply or suspend Work, the Engineer will prepare and deliver in writing to the Contractor, by mail or otherwise, a written order stopping the Work and explaining the reason for such shutdown. As soon as the Inspector is advised of the delivery of the shutdown order, the Inspector will immediately leave the site of the Work. Work performed after the issuance of the shutdown order will not be accepted or paid for and may be required to be removed and disposed of at the Contractor's expense.
• ENGINEER'S AND INSPECTOR'S AUTHORITY —
  1. The Engineer will act as the Commission's representative during the construction period and decide questions
     which may arise as to quality and acceptability of materials furnished and Work performed. The Engineer
     will within a reasonable time, make decisions relative to interpretation of the Contract Documents in a fair
     and unbiased manner, and will make visits to the site and determine if the Work is proceeding in accordance
     with the Contract Documents.
  2. The Contractor shall be held strictly to the intent of the Contract Documents in regard to the quality of
     materials, workmanship, and execution of the Work. Inspections may be made at the factory or fabrication
     plant of the source of material supply.
  3. The Engineer will not be responsible for construction means, controls, techniques, sequences, procedures or
     construction safety.
  4. Authority and Duties of Inspectors
     1. Inspectors are authorized agents of the Engineer and shall be authorized to inspect all Work done and all
        material furnished. Such inspection may extend to any part or all of the Work, including the preparation,
        fabrication or manufacture of the materials to be used. The presence or absence of an Inspector does not
        relieve the Contractor from any requirements of the Contract Documents. The Inspector is not authorized
        to revoke, alter or waive any requirements of the Contract, nor is he authorized to approve or accept any
        portion of the complete Project. He is authorized to call the attention of the Contractor to any failure of
        the Work or materials to conform to the Contract. He will have the authority to reject materials or suspend the Work until any questions at issue can be referred to and decided by the Engineer. Inspectors will
        perform their duties at such times and in such manner as will not unnecessarily impede progress of the
        Contract.
     2. The Inspector will not act as foreman or perform other duties for the Contractor, nor interfere with the
        management of the Work by the latter. Any advice which the Inspector may give the Contractor shall not
        be construed as binding the Engineer in any way, or releasing the Contractor from fulfilling all of the
        terms of the Contract.
     3. Where there is disagreement between the Contractor and the Inspector, such as refusal by the Contractor
        to use properly approved materials, for performing Work not in compliance with the Contract Documents,
        or refusing to suspend Work until problems at issue can be referred to a decision by the Engineer, the
        Inspector will immediately direct the Engineer's attention to the issues of disagreement, and if the
        Contractor still refuses to make corrections, comply or suspend Work, the Engineer will prepare and
        deliver in writing to the Contractor, by mail or otherwise, a written order stopping the Work and
        explaining the reason for such shutdown. As soon as the Inspector is advised of the delivery of the
        shutdown order, the Inspector will immediately leave the site of the Work. Work performed after the
        issuance of the shutdown order will not be accepted or paid for and may be required to be removed and
        disposed of at the Contractor's expense.
• RIGHT TO AUDIT —
  1. The Commission shall have the right to audit the books and supporting documents of a contractor or any subcontractor in accordance with the WSSC Code of Regulations, Title 6, Chapter 6.15.450.
• WARRANTY FOR PROFESSIONAL SERVICES —
  1. The CONSULTANT acknowledges that he is aware that the professional services provided herein are furnished to the COMMISSION with the understanding that the COMMISSION, in accepting these services, relies upon the CONSULTANT's particular skill and expertise. Accordingly, the CONSULTANT warrants that the professional services provided are of a professional quality and that such services meet or exceed the prevailing practices and standards of the trade from which the services are provided.
  2. Both parties also recognize that the COMMISSION may implicitly suspend the Work by reasonable delays in its review, comment and action on the submitted data, plans, reports and other documents transmitted to the COMMISSION, for which there shall be no additional compensation
• COMPLIANCE WITH LAWS —
  1. The Contractor hereby represents and warrants:
     1. that it shall comply with all Federal, State, and local laws, ordinances, rules, and regulations applicable to its activities and obligations under this Contract; and
     2. That it shall procure, at its own expense, all licenses, permits, insurance, bonding, and governmental approval, if any, necessary to the performance of its obligations under this Contract.
• GUARANTEE —
  1. The Contractor shall furnish a Maintenance Bond in accordance with Article 25 to guarantee all materials and
     equipment furnished and Work performed for a period of 1 year from the date(s) of substantial completion,
     except that (1) those items listed as exceptions on the certificate(s) of substantial completion shall be so
     guaranteed for a period of 1 year from the date of Final Completion and (2) those items where longer
     guarantee provisions are required. The Contractor warrants and guarantees that the completed Work is free
     from all defects due to faulty materials, equipment, and workmanship. This shall include but not necessarily
     be limited to the following:
     1. Against all faulty or imperfect materials and equipment, subsidence of backfills, fills and embankments,
        vegetation stabilization, and against all imperfect, careless and/or unskilled workmanship.
     2. That the Work performed under this Contract, including all mechanical and electrical equipment, and
        appurtenances, and each and every part thereof, shall operate, with proper care and maintenance, in a
        satisfactory and efficient manner in accordance with the requirements of these Contract Documents.
        Where manufacturer's equipment warranty(s) are required elsewhere herein, said equipment warranty
        shall name the Commission as a beneficiary, and the Contractor shall furnish the Commission with a copy
        of the manufacturer's equipment warranty.
     3. That the structures shall be watertight and leak-proof at every point and in every joint.
     4. No use or acceptance by the Commission of the Work or any part thereof, nor any failure to use same, nor
        any repairs, adjustments, replacements, or corrections made by the Commission due to the Contractor's
        failure to comply with any of his obligations under the Contract Documents, or other corrections made by
        the Commission shall impair in any way the guarantee obligations assumed by the Contractor under these
        Contract Documents.
        The Contractor shall promptly make such corrections as may be necessary by reason of such defects
        including the repairs of any damage to other parts of the Work resulting from such defects and agrees to
        replace with proper workmanship, materials, equipment, and re-execute, correct or repair without cost to
        the Commission, any Work which may be found to be improper or imperfect and/or which does not operate
        in a satisfactory manner and fails to perform as specified, or in any other way does not conform to the
        Contract Documents, unless such damage is the direct result of negligence on the part of Commission personnel, or fair wear and tear. The Commission will give notice of observed defects with reasonable
        promptness. In the event that the Contractor fails to make such repairs, adjustments or other Work that may
        be made necessary by such defects, the Commission may do so and charge the Contractor the cost thereby
        incurred.
  2. Latent defects will not be considered to be included in the Work covered by the one-year maintenance bond.
     The guarantee provisions specified herein shall not limit the Commission's right to recover damages for the
     Contractor's refusal to repair defective Work after the expiration of the Maintenance Bond and the guarantee
     provisions specified herein.
• GUARANTEE —
  1. The Contractor shall furnish a Maintenance Bond in accordance with Article 25 to guarantee all materials and equipment furnished and Work performed for a period of 1 year from the date(s) of substantial completion, except that (1) those items listed as exceptions on the certificate(s) of substantial completion shall be so guaranteed for a period of 1 year from the date of Final Completion and (2) those items where longer guarantee provisions are required. The Contractor warrants and guarantees that the completed Work is free from all defects due to faulty materials, equipment, and workmanship. This shall include but not necessarily be limited to the following:
     1. Against all faulty or imperfect materials and equipment, subsidence of backfills, fills and embankments, vegetation stabilization, and against all imperfect, careless and/or unskilled workmanship.
     2. That the Work performed under this Contract, including all mechanical and electrical equipment, and appurtenances, and each and every part thereof, shall operate, with proper care and maintenance, in a satisfactory and efficient manner in accordance with the requirements of these Contract Documents.  Where manufacturer's equipment warranty(s) are required elsewhere herein, said equipment warranty shall name the Commission as a beneficiary, and the Contractor shall furnish the Commission with a copy of the manufacturer's equipment warranty.
     3. That the structures shall be watertight and leak-proof at every point and in every joint.
     4. No use or acceptance by the Commission of the Work or any part thereof, nor any failure to use same, nor any repairs, adjustments, replacements, or corrections made by the Commission due to the Contractor's failure to comply with any of his obligations under the Contract Documents, or other corrections made by the Commission shall impair in any way the guarantee obligations assumed by the Contractor under these Contract Documents.
     5. The Contractor shall promptly make such corrections as may be necessary by reason of such defects including the repairs of any damage to other parts of the Work resulting from such defects and agrees to replace with proper workmanship, materials, equipment, and re-execute, correct or repair without cost to the Commission, any Work which may be found to be improper or imperfect and/or which does not operate in a satisfactory manner and fails to perform as specified, or in any other way does not conform to the Contract Documents, unless such damage is the direct result of negligence on the part of Commission personnel, or fair wear and tear. The Commission will give notice of observed defects with reasonable promptness. In the event that the Contractor fails to make such repairs, adjustments or other Work that may be made necessary by such defects, the Commission may do so and charge the Contractor the cost thereby incurred.
  2. Latent defects will not be considered to be included in the Work covered by the one-year maintenance bond. The guarantee provisions specified herein shall not limit the Commission's right to recover damages for the Contractor's refusal to repair defective Work after the expiration of the Maintenance Bond and the guarantee provisions specified herein.
• MARYLAND LAW —
  1. The Contractor hereby represents and warrants:
     1. that it shall comply with all Federal, State and local laws, ordinances, rules, and regulations applicable to its activities and obligations under this Contract; and 
     2. That it shall procure, at its own expense, all licenses, permits, insurance, bonding, and governmental approval, if any, necessary to the performance of its obligations under this Contract.
• CLAIMS AND DISPUTES —
  1. Any Claim by the Contractor against the Commission arising under or relating to this Contract shall be filed
     and adjudicated in accordance with the requirements and procedures set forth in WSSC Code of Regulations,
     Title 6, Chapter 6.15.580(a).
  2.  Any Claim by the Commission against the Contractor arising under or relating to this Contract shall be filed
     in the federal or state courts located in Prince George's County, Maryland or Montgomery County, Maryland.
     However, the Commission may assert any set-off amount in any matter filed pursuant to this section.
  3. This Contract and any Claim arising under or relating to it shall be governed in accordance with the law of
     the State of Maryland.
  4. The Contractor shall diligently carry on the Work and maintain the progress schedule during any dispute,
     appeal, or court proceeding arising from or related to a Claim.
  5. With regard to any Claim submitted in accordance with this section, the Contractor shall (1) allow the
     Engineer, or his representatives, including but not limited to attorneys, third parties hired by the Engineer,
     such as outside auditors, the right to interview employees and witnesses, examine and audit all books,
     records, documents, and supporting materials, including computations and projections, in order to evaluate
     the accuracy, completeness and currency of the costs being claimed and the facts asserted, (2) make available
     at his office at reasonable times, material and persons described above for interview, examination, audit or
     reproduction, and (3) shall obtain from all subcontractors and suppliers, and file with its initial claim,
     authorization for the Engineer to examine and audit all subcontractor costs and facts included in the claim. In
     addition, the amounts included in the claim shall be limited to the actual direct costs incurred and paid by the
     Contractor and supported by such accounting records as job cost reports, payroll journals, paid invoices,
     cancelled checks and ledgers.
• FORCE MAJEURE —
  1. Neither party shall be considered in default in the performance of its obligations hereunder to the extent that performance of such obligations is delayed, hindered or prevented by any cause which is beyond the reasonable control of such party (hereinafter called "Force Majeure"). Force Majeure includes but is not limited to any of the following, if reasonably beyond the control of the party claiming Force Majeure: delays caused by the other party, war (declared or undeclared), blockades, hostilities, riots, strikes, lockouts or other labor disturbances, epidemics, fires, storms, delays or interruptions in transportation, or any laws, regulations or ordinances of any government, governmental agency or court having or claiming to have jurisdiction over any part of the Contract, or any other causes (whether or not of kinds specifically mentioned herein).  Notwithstanding anything in this Contract, Force Majeure does not include the Contractor's failure to obtain the necessary permits, licenses, exceptions, or other authorizations required to perform this Contract.
  2. Either party hereto shall give notice promptly within seven (7) calendar days of the nature and extent of any Force Majeure claimed to delay, hinder, or prevent performance under this Contract. Failure to do so shall constitute a waiver of any claim hereunder.
• CLAIMS AND DISPUTES —
  1. Any Claim by the Contractor against the Commission arising under or relating to this Contract shall be filed and adjudicated in accordance with the requirements and procedures set forth in WSSC Code of Regulations, Title 6, Chapter 6.15.580(a).
  2.  Any Claim by the Commission against the Contractor arising under or relating to this Contract shall be filed in the federal or state courts located in Prince George's County, Maryland or Montgomery County, Maryland. However, the Commission may assert any set-off amount in any matter filed pursuant to this section.
  3. This Contract and any Claim arising under or relating to it shall be governed in accordance with the law of the State of Maryland.
  4. The Contractor shall diligently carry on the Work and maintain the progress schedule during any dispute, appeal, or court proceeding arising from or related to a Claim.
  5. With regard to any Claim submitted in accordance with this section, the Contractor shall (1) allow the Engineer, or his representatives, including but not limited to attorneys, third parties hired by the Engineer, such as outside auditors, the right to interview employees and witnesses, examine and audit all books,
     records, documents, and supporting materials, including computations and projections, in order to evaluate the accuracy, completeness and currency of the costs being claimed and the facts asserted, (2) make available at his office at reasonable times, material and persons described above for interview, examination, audit or reproduction, and (3) shall obtain from all subcontractors and suppliers, and file with its initial claim, authorization for the Engineer to examine and audit all subcontractor costs and facts included in the claim. In addition, the amounts included in the claim shall be limited to the actual direct costs incurred and paid by the Contractor and supported by such accounting records as job cost reports, payroll journals, paid invoices, cancelled checks and ledgers.
• PUNITIVE DAMAGES —
  1. In any action by the CONSULTANT against the COMMISSION or its agents, there shall be no liability for punitive damages.
• TAXES —
  1. The Contractor shall pay all sales, consumer, use, and other similar taxes required by the law of the place where the Work is performed. Pursuant to MD Code, Tax-General, § 11-210(b)(3), sales and uses taxes may not apply to certain purchases made by the Contractor. The Contractor is solely responsible for determining whether or not a sales or use tax exemption is applicable. The Commission is prohibited by Maryland law from providing any sales tax exemption certificate to the Contractor.
• PUNITIVE DAMAGES —
  1. In any action by the Contractor against the Commission or its agents, there shall be no liability for punitive damages.
• TAXES —
  1. The Contractor shall pay all sales, consumer, use, and other similar taxes required by the law of the place
     where the Work is performed. Pursuant to MD Code, Tax-General, § 11-210(b)(3), sales and uses taxes may
     not apply to certain purchases made by the Contractor. The Contractor is solely responsible for determining
     whether or not a sales or use tax exemption is applicable. The Commission is prohibited by Maryland law
     from providing any sales tax exemption certificate to the Contractor.
• ETHICS —
  1. Personnel of the Commission and the Contractor and its personnel and agents shall comply with the
     Commission's Code of Ethics, WSSC Code of Regulations, Title 1, Chapter 1.70.
  2. In accordance with WSSC Code of Regulations, Title 1, Chapter 1.70.190, a former Commissioner or
     employee may not act as an agent or representative of any person or entity involved in a business transaction
     with WSSC for a period of 12 months from the date of the former employee's separation from the
     Commission. In addition, a former Commission employee is barred from assisting or representing a party in a
     business transaction with WSSC if the former employee participated significantly in the matter as an
     employee.
• PUBLIC INFORMATION ACT NOTICE —
  1. The Commission is subject to the Maryland Public Information Act. Contractors are strongly encouraged to specifically identify those portions of their bids or proposals, if any, which they deem to contain protected trade secrets, confidential commercial information, confidential financial information, or confidential geological or geophysical information pursuant to Md. Code Ann., General Provisions, §4-335 and 4-336.
• ETHICS —
  1. Personnel of the Commission and the Contractor and its personnel and agents shall comply with the Commission's Code of Ethics, WSSC Code of Regulations, Title 1, Chapter 1.70.
  2. In accordance with WSSC Code of Regulations, Title 1, Chapter 1.70.190, a former Commissioner or employee may not act as an agent or representative of any person or entity involved in a business transaction with WSSC for a period of 12 months from the date of the former employee's separation from the Commission. In addition, a former Commission employee is barred from assisting or representing a party in a business transaction with WSSC if the former employee participated significantly in the matter as an employee.
• ABUSE, USE, SALE OR POSSESSION OF DRUGS OR INTOXICANTS —
  1. The use, possession, sale or distribution of drugs or intoxicants by the CONSULTANT, sub-consultant, or any of their employees while on COMMISSION premises or while actively representing or performing Work for the COMMISSION is prohibited. It shall be the responsibility of the CONSULTANT to prevent such activities and to remove any employee or sub-consultant employee whose ability to perform appears to be affected by the use of drugs or intoxicants. Failure of the CONSULTANT to comply with this provision may result in termination of the Contract.
• BRIBES —
  1. A bribe or attempt to bribe any employee or officer of the Commission by the Contractor shall be considered
     a fraudulent and bad faith act, and shall thus empower the Commission to invoke its rights pursuant to WSSC
     Code of Regulations, Title 6, Chapter 6.15.570.
• CONTRACTOR ABUSE, USE, SALE OR POSSESSION OF DRUGS OR INTOXICANTS —
  1. The use, possession, sale, or distribution of drugs or intoxicants by the Contractor, Subcontractor, or any of their employees while on Commission premises or while actively representing or performing work for the Commission is prohibited. It shall be the responsibility of the Contractor to prevent such activities and to remove any employee or subcontractor employee whose ability to perform appears to be affected by the use of drugs or intoxicants. Failure of the Contractor to comply with this provision may result in termination of the Contract.
• BRIBES —
  1. A bribe or attempt to bribe any employee or officer of the Commission by the Contractor shall be considered a fraudulent and bad faith act, and shall thus empower the Commission to invoke its rights pursuant to WSSC Code of Regulations, Title 6, Chapter 6.15.570.
• SMOKING —
  1. It shall be the responsibility of the CONSULTANT to observe the conditions of the COMMISSION's Smoking Policy within COMMISSION-operated facilities and within COMMISSION-owned motor vehicles. The Project/Contract Manager will indicate to the CONSULTANT the restricted areas. Failure to comply with the provisions of the policy may result in removal of the CONSULTANT's employees or termination of the Contract.
• LEGAL ADDRESS —
  1. The address given in the Proposal shall be the legal address of the CONSULTANT. Changes to the CONSULTANT's legal address may be changed at any time by notice in writing delivered to the Chief Procurement Officer. The mailing of any notice to this legal address, postage pre-paid to the CONSULTANT, shall be deemed to be a legal and sufficient service upon the CONSULTANT.
• ABUSE, USE, SALE, OR POSSESSION OF DRUGS OR INTOXICANTS —
  1. The use, possession, sale or distribution of drugs or intoxicants by the Contractor, a Subcontractor, or any of their employees while on Commission premises or while actively representing or performing Work for the Commission is prohibited. It shall be the responsibility of the Contractor to prevent such activities and to
     remove any employee or Subcontractor employee whose ability to perform appears to be affected by the use of drugs or intoxicants. Failure of the Contractor to comply with this provision may result in Termination of the Contract.
• ABUSE, USE, SALE, OR POSSESSION OF DRUGS OR INTOXICANTS —
  1. The use, possession, sale or distribution of drugs or intoxicants by the Contractor, a Subcontractor, or any of
     their employees while on Commission premises or while actively representing or performing Work for the
     Commission is prohibited. It shall be the responsibility of the Contractor to prevent such activities and to
     remove any employee or Subcontractor employee whose ability to perform appears to be affected by the use
     of drugs or intoxicants. Failure of the Contractor to comply with this provision may result in Termination of
     the Contract.
• SMOKING —
  1. It shall be the responsibility of the Contractor to observe the conditions of the Commission's Smoking Policy within Commission-operated facilities and within Commission-owned motor vehicles. The Project Manager will indicate to the Contractor the restricted areas. Failure to comply with the provisions of the policy may result in the removal of the Contractor's employees or the termination of the contract.
• SECURITY —
  1. The CONSULTANT's employees shall be issued photo identification cards. Identification cards must be worn at all times while on any COMMISSION property. CONSULTANT employees found on-site without proper identification will be immediately removed from COMMISSION property. Identification cards for employees who are no longer associated with the project, for any reason, will be immediately recovered by the CONSULTANT and returned to the Project/Contract Manager. The CONSULTANT is responsible to control and inventory all identification cards issued so that cards are not obtained or used by unauthorized individuals. All cards must be returned to the Project/Contract Manager at the conclusion of this Contract.
  2. All project participants needing either electronic or hardcopy documents dealing with critical facilities or sensitive information will be required to make application with, and receive approval from the COMMISSION prior to receiving this information. Permission to receive said documents (herein referred to as "sensitive") will pertain only to the individual approved. Sensitive documents received from the COMMISSION must be handled consistent with the terms of non-disclosure required for application. CONSULTANT is responsible to restrict use of sensitive documents to project participants only and shall take appropriate measures to prevent distribution of sensitive documents to anyone inside or outside of the Consultant's company except Consultant's project participants. After completion of project, all sensitive documents remaining in the Consultant's possession shall continue to be governed under the terms of nondisclosure and must continue to be stored in a secure manner.
• LEGAL ADDRESS —
  1. The address given in the Bid shall be the legal address of the Contractor. Such address may be changed at any time by notice in writing delivered to the Chief Procurement Officer. The mailing of any notice to this legal address, postage prepaid to the Contractor, shall be deemed to be a legal and sufficient service upon the Contractor.
• SEXUAL HARASSMENT —
  1. Sexual harassment by the Contractor, a Subcontractor, or any of their employees while on Commission premises or while actively representing or performing Work for the Commission is prohibited. It shall be the responsibility of the Contractor to prevent any such acts and to remove any employee who conducts such
     acts. Failure of the Contractor to comply with this provision may result in Termination of the Contract. Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature constitute sexual harassment. Basic criteria for determining unlawful behavior includes conduct that
     has the purpose or effect of unreasonably interfering with an individual's Work performance or creating an intimidating, hostile, or offensive working environment.
• SEXUAL HARASSMENT —
  1. Sexual harassment by the Contractor, a Subcontractor, or any of their employees while on Commission
     premises or while actively representing or performing Work for the Commission is prohibited. It shall be the
     responsibility of the Contractor to prevent any such acts and to remove any employee who conducts such
     acts. Failure of the Contractor to comply with this provision may result in Termination of the Contract.
     Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual
     nature constitute sexual harassment. Basic criteria for determining unlawful behavior includes conduct that
     has the purpose or effect of unreasonably interfering with an individual's Work performance or creating an
     intimidating, hostile, or offensive working environment.
• DEBARMENT AND SUSPENSION —
  1. Debarment and suspension actions taken against a contractor will be done in accordance with WSSC Code of
     Regulations, Title 6, Chapter 6.15.560.
• DEBARMENT AND SUSPENSION —
  1. Debarment and suspension actions taken against a contractor will be done in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.560.
• SECURITY —
  1. The Commission will require the Contractor to submit background investigations on all employees, including subcontractor's employees, who will be performing work on this Contract. The Commission has retained the services of a background investigation agency to perform such investigations. The background investigations shall include work, driving, and criminal history. All employees, including subcontractor's employees, working on this Contract shall submit a completed Applicant Release & Authorization Form to the background investigation agency within seven (7) calendar days after receipt of Recommendation for Award. The Recommendation for Award will include documentation to have the background investigations performed. The cost to perform this service will be billed directly to the Commission from the background investigation agency. The employees' report will be submitted to the Commission's Security Group for review. All employees must be approved in writing prior to starting any work at any Commission facility. If any employee is not approved to work on this Contract, the Contractor may resubmit, with the knowledge of the Commission, other proposed employees within seven (7) calendar days upon issuance of written disapproval notification. The Commission reserves the right to reject any employee, sub-contractor, or Contractor, as a result of the findings of background investigations. Contractors submitting background applications on employees or subcontractors not authorized to work on this contract will be liable for payment.
  2. The Contractor's employees shall be issued photo identification cards. Identification cards must be worn at all times while on any Commission property. Contractor employees found on-site without proper identification will be immediately removed from Commission property. The design of identification cards shall be reviewed and approved by the Commission before issuance. Identification cards for employees who are no longer associated with the project, for any reason, will be immediately recovered by the Contractor. The Contractor is responsible for controlling and inventorying all identification cards issued so that cards are not obtained or used by unauthorized individuals.
  3. All project participants needing either electronic or hardcopy documents dealing with critical facilities or sensitive information will be required to make an application with, and receive approval from, the Commission before receiving this information. Permission to receive said documents (herein referred to as "sensitive") will pertain only to the approved individuals. Sensitive documents received from the Commission must be handled consistently with the terms of non-disclosure required for the application. The Contractor is responsible for restricting use of sensitive documents to project participants only and shall take appropriate measures to prevent the distribution of sensitive documents to anyone inside or outside of the Contractor's company except the Contractor's project participants. After completion of the project, all sensitive documents remaining in the Contractor's possession shall continue to be governed under the terms of non-disclosure and must continue to be stored in a secure manner.
• AUTHORIZATION —
  1. The CONSULTANT warrants, represents, and covenants that the execution and delivery of this Contract has been duly authorized by all requisite corporate or partnership action of the CONSULTANT and that the persons so executing and delivering this Contract on behalf of the CONSULTANT are duly authorized to do so.
• NONDISCRIMINATION POLICY —
  1. It is the policy of WSSC to require that individuals and entities with whom it has a contract and their subcontractors, not discriminate against employees or applicants for employment. The Contractor shall not discriminate in any manner against an employee or an applicant for employment on the basis of sex, race,
     creed, color, age, mental or physical disability, sexual orientation, religion, marital status, gender identity genetic information, or national origin.
  2. The Contractor shall include a similar nondiscrimination clause in all subcontracts.
  3. If the Contractor fails to include a similar nondiscrimination clause in a subcontract, the Commission shall provide the Contractor a reasonable opportunity to cure the defect. If the Contractor fails to cure the defect within the time period granted, the Commission may declare the Contract void and the Contractor shall be entitled to the reasonable value of Work that has been performed and materials that have been provided to date. If the Contractor cures the defect, the Contract shall remain in force according to its revised terms.
  4. If the Contractor willfully fails to comply with the requirements of this nondiscrimination clause, the Commission may compel the Contractor to continue to perform under the Contract as provided in Maryland Annotated Code, Public Utilities, § 17-402.1(b).
• NONDISCRIMINATION POLICY —
  1. It is the policy of WSSC to require that individuals and entities with whom it has a contract and their
     subcontractors, not discriminate against employees or applicants for employment. The Contractor shall not
     discriminate in any manner against an employee or an applicant for employment on the basis of sex, race,
     creed, color, age, mental or physical disability, sexual orientation, religion, marital status, gender identity genetic information, or national origin.
  2. The Contractor shall include a similar nondiscrimination clause in all subcontracts.
  3. If the Contractor fails to include a similar nondiscrimination clause in a subcontract, the Commission shall
     provide the Contractor a reasonable opportunity to cure the defect. If the Contractor fails to cure the defect
     within the time period granted, the Commission may declare the Contract void and the Contractor shall be
     entitled to the reasonable value of Work that has been performed and materials that have been provided to
     date. If the Contractor cures the defect, the Contract shall remain in force according to its revised terms.
  4. If the Contractor willfully fails to comply with the requirements of this nondiscrimination clause, the
     Commission may compel the Contractor to continue to perform under the Contract as provided in Maryland
     Annotated Code, Public Utilities, § 17-402.1(b).
• CONFIDENTIALITY —
  1. The CONSULTANT and its employees agree that all findings, memoranda, correspondence documents or records of any type, whether written, electronic, or oral and all documents generated by the CONSULTANT its Subcontractors as a result of the COMMISSION's request for services under this Contract, are confidential records (Records). Neither the records shall be released, nor their contents disclosed to any party other than the Project/Contract Manager, or assignee, and the Contract Administrator or assignee. The CONSULTANT and his employees agree that all oral or written inquiries regarding the status of any Records shall be referred to the Project/Contract Manager or assignee. The Offeror agrees to include the provisions of this Article as part of any contract or agreement the Offeror enters into with Subcontractors or other third parties for work related to Work pursuant to this Contract. No termination of this Contract shall have the effect of rescinding, terminating, or otherwise invalidating this Article. The covenants set forth in this Article shall survive this Contract and shall remain in effect in perpetuity.
• ACCEPTANCE OF FINAL PAYMENT AS RELEASE —
  1. The acceptance by the Contractor of final payment shall constitute a release to the Commission from any claims of any nature and all liability to the Contractor, for all things done or furnished in connection with the Work, and for every act and neglect of the Commission and others relating to or arising out of this Work.
• INSURANCE —
  1. The Contractor shall, within the time specified in the Contract Documents, purchase and maintain insurance as specified in the Contract Documents. The Contractor shall submit proof of insurance as required by the Contract Documents.
• ACCESS TO USE WSSC FACILITIES AND INFRASTRUCTURE —
  1. Prior to beginning Work on any Commission project, the Contractor must complete and submit background
     investigation applications for all participants in the project, regardless of whether subjects will be
     participating in the project at Commission facilities or off-site. Background investigations shall be completed
     by the Commission's investigative agency. Investigative results will be reviewed by the Commission to
     determine the suitability to Work on Commission property or projects. Like investigations must be submitted
     for all replacement participants prior to beginning Work. The Commission reserves the right to reject any
     employee, Subcontractor or the Contractor as a result of the findings of background investigations.
  2. Commission will additionally be provided with the name, address, home phone number, and date of birth for
     all the Contractor's project participants prior to the project's commencement. The list shall be updated
     regularly to accurately reflect the current complement.
  3. The Contractor's project participants shall be issued photo identification cards. Identification cards must be
     worn at all times while on any Commission property. Contractor employees found on-site without proper
     identification will be immediately removed from Commission property. The design of identification cards
     shall be reviewed and approved by the Commission prior to issuance. Identification cards for employees who
     are no longer associated with the project, for any reason, will be immediately recovered by the Contractor.
     The Contractor is responsible to control and inventory all identification cards issued so that cards are not
     obtained or used by unauthorized individuals.
  4. All project participants needing either electronic or hardcopy Sensitive Documents or information will be
     required to make application with, and receive approval from the Commission prior to receiving this
     information. Permission to receive Sensitive Documents or information will pertain only to the individual
     approved. Sensitive Documents or information received from the Commission must be handled consistent
     with the terms of non-disclosure required for application. Contractor is responsible to restrict use of Sensitive
     Documents or information to project participants only and shall take appropriate measures to prevent
     distribution of sensitive documents to anyone inside or outside of the Contractor's company except
     Contractor's project participants. After completion of project, all Sensitive Documents or information
     remaining in the Contractor's possession shall continue to be governed under the terms of non-disclosure and
     must continue to be stored in a secure manner. After such records are no longer needed for record purposes,
     the records shall be destroyed or returned to the Commission.
  5. All Contractor and Subcontractor employees that will Work on the job site or who have access to Sensitive
     Documents or information are to have initial background checks performed by the Commission to assure the
     Commission information used and generated by this project will not end up in unauthorized hands. The initial
     background checks are valid for one year and subject to annual renewal for employees continuing to Work on
     the project. The Office of the Chief Procurement Officer will provide further instructions for submission
     procedures upon inquiry.
• ACCESS TO USE WSSC FACILITIES AND INFRASTRUCTURE —
  1. Prior to beginning Work on any Commission project, the Contractor must complete and submit background investigation applications for all participants in the project, regardless of whether subjects will be participating in the project at Commission facilities or off-site. Background investigations shall be completed
     by the Commission's investigative agency. Investigative results will be reviewed by the Commission to determine the suitability to Work on Commission property or projects. Like investigations must be submitted for all replacement participants prior to beginning Work. The Commission reserves the right to reject any employee, Subcontractor or the Contractor as a result of the findings of background investigations.
  2. Commission will additionally be provided with the name, address, home phone number, and date of birth for all the Contractor's project participants prior to the project's commencement. The list shall be updated regularly to accurately reflect the current complement.
  3. The Contractor's project participants shall be issued photo identification cards. Identification cards must be worn at all times while on any Commission property. Contractor employees found on-site without proper identification will be immediately removed from Commission property. The design of identification cards
     shall be reviewed and approved by the Commission prior to issuance. Identification cards for employees who are no longer associated with the project, for any reason, will be immediately recovered by the Contractor.
  4. The Contractor is responsible to control and inventory all identification cards issued so that cards are not obtained or used by unauthorized individuals.
  5. All project participants needing either electronic or hardcopy Sensitive Documents or information will be required to make application with, and receive approval from the Commission prior to receiving this information. Permission to receive Sensitive Documents or information will pertain only to the individual approved. Sensitive Documents or information received from the Commission must be handled consistent with the terms of non-disclosure required for application. Contractor is responsible to restrict use of Sensitive Documents or information to project participants only and shall take appropriate measures to prevent
     distribution of sensitive documents to anyone inside or outside of the Contractor's company except Contractor's project participants. After completion of project, all Sensitive Documents or information remaining in the Contractor's possession shall continue to be governed under the terms of non-disclosure and
     must continue to be stored in a secure manner. After such records are no longer needed for record purposes, the records shall be destroyed or returned to the Commission.
  6. All Contractor and Subcontractor employees that will Work on the job site or who have access to Sensitive Documents or information are to have initial background checks performed by the Commission to assure the Commission information used and generated by this project will not end up in unauthorized hands. The initial background checks are valid for one year and subject to annual renewal for employees continuing to Work on the project. The Office of the Chief Procurement Officer will provide further instructions for submission procedures upon inquiry.
• PROVISION TO EXTEND CONTRACT FOR NINETY (90) DAYS —
  1. In accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.410(d)(2), WSSC may find it advantageous to obtain the option of a unilateral contract extension to extend the Contract ninety (90) days past its termination date. If WSSC intends to exercise the extension, it shall provide written notice to the CONSULTANT at least thirty (30) days prior to the Contract termination date. The exercise of the 90-day option is at WSSC's sole discretion.
• CONTRACTOR PERFORMANCE EVALUATION —
  1. The purpose of the Contractor Performance Evaluation is to:
     1. Identify and document the Contractor's ability to meet all contract compliance requirements.
     2. Communicate contract compliance problems to the Contractor in a timely manner.
     3. Provide corrective action as early as possible during the contract Work, so that the Work may be
        successfully completed in accordance to all contract requirements.
  2. Contractor Performance Evaluation Schedule
     1. Contracts equal to or greater than $25,000 shall be evaluated, at a minimum, at the conclusion of the
        Work.
     2. Contracts equal to or greater than $250,000, or more than ninety (90) days in duration shall be evaluated
        at a minimum at the contract mid-point (approx. 50%) and at the contract completion (approx. 100%)
        based on the contract duration in calendar days.
     3. Contracts equal to or greater than $1,000,000 or greater than one (1) year in duration shall be evaluated at
        a minimum before the midpoint (approx. 25%); at the contract mid-point (approx. 50%); after the
        midpoint but before completion (approx. 75%); and at contract completion (approx. 100%) based on the
        contract duration in calendar days.
  3. Contract Startup
     1. Prior to the start of the Contract, the Engineer shall review the Evaluation Factors with the Contractor.
     2. Documentation of the meeting shall be provided to the Contractor and to the Procurement Office, and
        shall be incorporated into the contract file.
  4. Contractor Performance Evaluation
     1. The Engineer shall complete a Contractor Performance Evaluation in accordance to the Contractor
        Performance Evaluation Schedule using the Contractor Performance Evaluation (CPE) form.
     2. The Engineer shall attach documentation that supports the results of the Contractor Performance
        Evaluation and which at a minimum includes:
     3. Prior CPE documents
     4. The most recent SLMBE subcontracting report
     5. Cure Letters and/or Show Cause Letters
     6. Field Orders
     7. Test Results and/or Inspection Results
     8. Correspondence between WSSC and the Contractor
     9. Minutes of any meetings relevant to contract compliance.
     10. The Engineer shall provide a copy of the CPE form and supporting documents to the Contractor for
         review and acknowledgement.
     11. The Contractor shall review the CPE form, indicate agreement or disagreement with the evaluation
         results, and acknowledge receipt of the CPE form by signing and returning the signed form to the
         Engineer no later than ten (10) days after receipt.
  5. Contractor Performance Evaluation Meeting
  1. 1. Contractor Performance Evaluation Meetings shall be conducted if:
     2. The Contractor receives a Marginal or Unsatisfactory evaluation,
     3. The Contractor requests a meeting within ten (10) days after receipt of the CPE form.
     4. The Engineer determines that a meeting is required to improve Contractor's performance.
     5. Prior to the meeting the Engineer shall provide a copy of the CPE and all supporting documents to the
        Contractor for review.
     6. Additional WSSC stakeholders may attend the meeting, including but not limited to SLMBE,
        Procurement, or other departments impacted by the Contract.
     7. Contractor's key personnel and, if requested by WSSC, company owners or executive officers, shall
        attend Contractor Performance Evaluation Meetings.
     8. During the meeting, the Engineer
        1. Shall provide a sign-in sheet for all meeting attendants, including the date, time and location of the
           meeting.
        2. Shall review all performance issues with the Contractor including CPE and all supporting
           documentation.
     9. Shall document discussion with meeting notes that include corrective action, person(s) responsible for
        completing corrective action, and date by which corrective action will be completed.
     10. After the meeting:
         1. The Engineer shall revise the CPE form with any additional information and/or updates to the
            evaluation results.
         2. The Contractor shall review and acknowledge receipt of the CPE form by signing and returning to the
            Engineer no later than ten (10) days after receipt of the form.
         3. CPE forms that document Contractor Performance Evaluations will be stored by the Procurement Office
            for a period of not less five (5) years.
• ASSIGNMENTS —
  1. Neither the Contractor nor the Commission shall sell, transfer, assign, or otherwise dispose of the Contract or any portion thereof, or of its right, title, or interest therein, or its obligations thereunder, without the written consent of both parties.
• PROCUREMENT REGULATIONS —
  1. This Contract shall be construed and enforced in accordance with, and governed by, the Procurement Regulations, WSSC Code of Regulations, Title 6, Chapter 6.15. The Procurement Regulations can be viewed https://wssc.district.codes/Code/6.15.
• CONTRACTOR PERFORMANCE EVALUATION —
  1. The purpose of the Contractor Performance Evaluation is to:
     1. Identify and document the Contractor's ability to meet all contract compliance requirements.
     2. Communicate contract compliance problems to the Contractor in a timely manner.
     3. Provide corrective action as early as possible during the contract Work, so that the Work may be successfully completed in accordance to all contract requirements.
  2. Contractor Performance Evaluation Schedule
     1. Contracts equal to or greater than $25,000 shall be evaluated, at a minimum, at the conclusion of the Work.
     2. Contracts equal to or greater than $250,000, or more than ninety (90) days in duration shall be evaluated at a minimum at the contract mid-point (approx. 50%) and at the contract completion (approx. 100%) based on the contract duration in calendar days.
     3. Contracts equal to or greater than $1,000,000 or greater than one (1) year in duration shall be evaluated at a minimum before the midpoint (approx. 25%); at the contract mid-point (approx. 50%); after the midpoint but before completion (approx. 75%); and at contract completion (approx. 100%) based on the contract duration in calendar days.
  3. Contract Startup
     1. Prior to the start of the Contract, the Engineer shall review the Evaluation Factors with the Contractor.
     2. Documentation of the meeting shall be provided to the Contractor and to the Procurement Office, and shall be incorporated into the contract file.
  4. Contractor Performance Evaluation
     1. The Engineer shall complete a Contractor Performance Evaluation in accordance to the Contractor Performance Evaluation Schedule using the Contractor Performance Evaluation (CPE) form.
     2. The Engineer shall attach documentation that supports the results of the Contractor Performance Evaluation and which at a minimum includes:
     3. Prior CPE documents
     4. The most recent SLMBE subcontracting report
     5. Cure Letters and/or Show Cause Letters
     6. Field Orders
     7. Test Results and/or Inspection Results
     8. Correspondence between WSSC and the Contractor
     9. Minutes of any meetings relevant to contract compliance.
     10. The Engineer shall provide a copy of the CPE form and supporting documents to the Contractor for review and acknowledgement.
     11. The Contractor shall review the CPE form, indicate agreement or disagreement with the evaluation results, and acknowledge receipt of the CPE form by signing and returning the signed form to the Engineer no later than ten (10) days after receipt.
  5. Contractor Performance Evaluation Meeting
     1. Contractor Performance Evaluation Meetings shall be conducted if:
        1. The Contractor receives a Marginal or Unsatisfactory evaluation,
        2. The Contractor requests a meeting within ten (10) days of receiving the CPE form.
        3. The Engineer determines that a meeting is required to improve the Contractor's performance.
        4. Before the meeting, the Engineer shall provide a copy of the CPE and all supporting documents to the Contractor for review.
        5. Additional WSSC stakeholders may attend the meeting, including but not limited to OSDI, Procurement, or other departments impacted by the Contract.
        6. Contractor's key personnel and, if requested by WSSC, company owners or executive officers, shall attend Contractor Performance Evaluation Meetings.
        7. During the meeting, the Engineer
           1. We will provide a sign-in sheet for all meeting attendees, including the date, time, and location of the meeting.
           2. Shall review all performance issues with the Contractor, including CPE and all supporting documentation.
           3. Shall document discussion with meeting notes that include corrective action, person(s) responsible for completing corrective action, and date by which corrective action will be completed.
        8. After the meeting:
           1. The Engineer shall revise the CPE form with any additional information and/or updates to the evaluation results.
           2. The Contractor shall review and acknowledge receipt of the CPE form by signing and returning it to the Engineer no later than ten (10) days after receipt of the form.
           3. CPE forms that document Contractor Performance Evaluations will be stored by the Procurement Office for a period of not less than five (5) years.
• ACCEPTANCE OF FINAL PAYMENT AS RELEASE —
  1. The acceptance by the CONSULTANT of final payment shall constitute a release to the COMMISSION from any and all claims of any nature and all liability to the CONSULTANT, for all things done or furnished in connection with the Work, and for every act and neglect of the COMMISSION and others relating to or arising out of this Work.
• INDEMNIFICATION —
  1. The Contractor shall defend, indemnify, and hold harmless the Commission, its agents, and employees from and against any claims, suits in law or equity, actions, damages, losses and expenses of every name and description, including attorneys fees to which the Commission, its agents, and employees may be subject or put by reason of injury to persons (including bodily injury, death or any other form of personal injury) or property damage arising out of or resulting from the performance of the Work whether caused or alleged to be caused in whole or in part by any negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by the Commission, its agent or employees, the party indemnified hereunder, or other cause.
  2. Monies due or to become due the Contractor under the Contract, as may be considered necessary by the Commission, shall be retained by the Commission until such suits or claims for damages shall have been settled or otherwise disposed of or satisfactory evidence to that effect has been furnished to the Commission.
• PERSONAL INFORMATION PROTECTION —
  1. The Commission may disclose "Personal information" to Contractor as defined in § 10-1301 of the State Government Article of the Annotated Code of Maryland.
  2. In accordance with the requirements of § 10-1304 of the State Government Article, the Contractor shall implement and maintain reasonable security procedures and practices that:
     1. are appropriate to the nature of the personal information disclosed to it, and
     2. are reasonably designed to help protect personal information from unauthorized access, use, modification, disclosure, or destruction
  3. Upon reasonable advance notice, and without creating an obligation to do so, the Commission shall have the right to verify and audit the security procedures and practices implemented and maintained by Contractor for this purpose. Contractor shall remain solely responsible for its security procedures and practices.
• PERSONAL INFORMATION PROTECTION —
  1. The Commission may disclose "Personal information" to Contractor as defined in § 10-1301 of the State Government Article of the Annotated Code of Maryland.
  2. In accordance with the requirements of § 10-1304 of the State Government Article, the Contractor shall
     implement and maintain reasonable security procedures and practices that:
     1. are appropriate to the nature of the personal information disclosed to it, and
     2.  are reasonably designed to help protect personal information from unauthorized access, use, modification,
        disclosure, or destruction
  3. Upon reasonable advance notice, and without creating an obligation to do so, the Commission shall have the
     right to verify and audit the security procedures and practices implemented and maintained by Contractor for
     this purpose. Contractor shall remain solely responsible for its security procedures and practices.
• RIGHT TO AUDIT —
  1. The Commission has a right to audit the Contractor and its subcontractors in accordance with the WSSC Code of Regulations, Title 6, Chapter 6.15.450
• ETHICS —
  1. Personnel of the Commission and the Contractor and its personnel and agents shall comply with the Commission's Code of Ethics, WSSC Code of Regulations, Title 1, Chapter 1.70.
  2. In accordance with WSSC Code of Regulations, Title 1, Chapter 1.70.190, a former Commissioner or employee may not act as an agent or representative of any person or entity involved in a business transaction with WSSC for a period of 12 months from the date of the former employee's separation from the  Commission. In addition, a former Commission employee is barred from assisting or representing a party in a business transaction with WSSC if the former employee participated significantly in the matter as an employee.
• RIGHT TO AUDIT —
  1. The Commission has a right to audit the Contractor and its subcontractors in accordance with WSSC Code of
     Regulations, Title 6, Chapter 6.15.450.
• ETHICS —
  1. Personnel of the Commission and the CONSULTANT and its personnel and agents shall comply with the Commission's Code of Ethics, WSSC Code of Regulations, Title 1, Chapter 1.70.
  2. In accordance with WSSC Code of Regulations, Title 1, Chapter 1.70.190, a former Commissioner or employee may not act as an agent or representative of any person or entity involved in a business transaction with WSSC for a period of 12 months from the date of the former employee's separation from the Commission. In addition, a former Commission employee is barred from assisting or representing a party in a business transaction with WSSC if the former employee participated significantly in the matter as an employee.
• PROHIBITION AGAINST COST PLUS PERCENTAGE OF COST CONTRACTS AND SUBCONTRACTS —
  1. The Commission is prohibited from entering into a cost-plus-percentage-of-cost contract on contracts that are subject to Subtitle 1 of Title 20 of the Public Utilities Article of the Annotated Code of Maryland. To the extent this Contract is subject to Subtitle 1 of Title 20 of the Public Utilities Article of the Annotated Code of Maryland, the Contract shall not be construed or applied to provide compensation to the Contractor on a cost-plus-percentage-of-cost basis, and the Contractor is prohibited from entering into a cost-plus-percentage-of-cost subcontract under this Contract.
• PROHIBITION AGAINST COST PLUS PERCENTAGE OF COST CONTRACTS AND SUBCONTRACTS —
  1. The Commission is prohibited from entering into a cost-plus-percentage-of-cost contract on contracts that are
     subject to Subtitle 1 of Title 20 of the Public Utilities Article of the Annotated Code of Maryland. To the extent this
     Contract is subject to Subtitle 1 of Title 20 of the Public Utilities Article of the Annotated Code of Maryland, the
     Contract shall not be construed or applied to provide compensation to the Contractor on a cost-plus-percentage-of cost
     basis, and the Contractor is prohibited from entering into a cost-plus-percentage-of-cost subcontract under this
     Contract.
• SEXUAL HARASSMENT —
  1. Sexual harassment of COMMISSION employees by the CONSULTANT, a sub-consultant, or any of their employees while on COMMISSION premises or while actively representing or performing Work for the COMMISSION is prohibited. It shall be the responsibility of the CONSULTANT to prevent any such acts and to remove any employee who conducts such acts. Failure of the CONSULTANT to comply with this provision may result in Termination of the Contract. Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature constitute sexual harassment. Basic criteria for determining unlawful behavior includes conduct that has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, or offensive working environment.
• SEXUAL HARASSMENT —
  1. Sexual harassment of Commission employees by the Contractor, a subcontractor, or any of their employees while on Commission premises or while actively representing or performing work for the Commission is prohibited. It shall be the responsibility of the Contractor to prevent any such acts and to remove any employee who conducts such acts. Failure of the Contractor to comply with this provision may result in the Termination of the Contract. Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature constitute sexual harassment. Basic criteria for determining unlawful behavior include conduct that has the purpose or effect of unreasonably interfering with an individual's work performance or creating an intimidating, hostile, or offensive working environment.
• TRAVEL EXPENSE REIMBURSEMENT —
  1. To the extent Consultant’s compensation under this Agreement includes reimbursement of travel expenses, the reimbursement of such expenses shall be governed by the Commission’s Official Travel Expense Reimbursement Regulation, WSSC Code of Regulations Chapter 9.85. See https://wssc.district.codes/Code/9.85. When invoicing for travel expenses allowed under this Agreement, Consultant shall comply with the requirements of the Regulation and this Agreement, including, without limitation the requirements for mileage and travel reimbursement in Chapter 9.85.140 of the Regulation.

      

• DEBARMENT AND SUSPENSION —
  1. Debarment and suspension actions taken against a CONSULTANT will be done in accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.540.
• DEBARMENT AND SUSPENSION —
  1. Debarment and suspension actions taken against a contractor will be done in accordance with the WSSC Code of Regulations, Title 6, Chapter 6.15.560.
• TRAVEL EXPENSE REIMBURSEMENT —
  1. To the extent Consultant’s compensation under this Agreement includes reimbursement of travel expenses, the
     reimbursement of such expenses shall be governed by the Commission’s Official Travel Expense Reimbursement
     Regulation, WSSC Code of Regulations Chapter 9.85. See https://wssc.district.codes/Code/9.85. When invoicing for
     travel expenses allowed under this Agreement, Consultant shall comply with the requirements of the Regulation and
     this Agreement, including without limitation the requirements for mileage and travel reimbursement in Chapter
     9.85.140 of the Regulation.

      

• NONDISCRIMINATION POLICY —
  1. It is the policy of the COMMISSION to require that individuals and entities with whom it has a contract and their subcontractors, not discriminate against employees or applicants for employment.
  2. The CONSULTANT shall not discriminate in any manner against an employee or an applicant for employment on the basis of sex, race, creed, color, age, mental or physical disability, sexual orientation, religion, marital status, gender identity, genetic information, or national origin.
  3. The CONSULTANT shall include a similar nondiscrimination clause in all subcontracts.
  4. If the CONSULTANT fails to include a similar nondiscrimination clause in a subcontract, the Commission shall provide the Contractor a reasonable opportunity to cure the defect. If the CONSULTANT fails to cure the defect within the time period granted, the Commission may declare the Contract void and the CONSULTANT shall be entitled to the reasonable value of Work that has been performed and materials that have been provided to date. If the CONSULTANT cures the defect, the Contract shall remain in force according to its revised terms.
  5. If the CONSULTANT willfully fails to comply with the requirements of this nondiscrimination clause, the Commission may compel the CONSULTANT to continue to perform under the Contract as provided in Maryland Annotated Code, Public Utilities, § 17-402.1(b).
• NONDISCRIMINATION POLICY —
  1. It is the policy of WSSC to require that individuals and entities with whom it has a contract and their subcontractors not discriminate against employees or applicants for employment.
  2. The Contractor shall not discriminate in any manner against an employee or an applicant for employment based on sex, race, creed, color, age, mental or physical disability, sexual orientation, religion, marital status, gender identity, genetic information, or national origin.
  3. The Contractor shall include a similar nondiscrimination clause in all subcontracts.
  4. If the Contractor fails to include a similar nondiscrimination clause in a subcontract, the Commission shall provide the Contractor a reasonable opportunity to cure the defect. If the Contractor fails to cure the defect within the time period granted, the Commission may declare the Contract void, and the Contractor shall be entitled to the reasonable value of Work that has been performed and the materials that have been provided to date. If the Contractor cures the defect, the Contract shall remain in force according to its revised terms.
  5. If the Contractor willfully fails to comply with the requirements of this nondiscrimination clause, the Commission may compel the Contractor to continue to perform under the Contract as provided in Maryland Annotated Code, Public Utilities, § 17-402.1(b).
• ENTIRE CONTRACT —
  1. This written Contract constitutes the entire Contract between the parties and except for modifications prepared in accordance with provisions herein and the Procurement Regulations, there are no other collateral contracts or agreements concerned between the parties contracting hereto. Nothing contained in this Contract shall be construed as creating any personal liability on the part of an officer, employee, or agent of the COMMISSION, including the Commissioners individually.
• PERSONAL INFORMATION PROTECTION —
  1. The Commission may disclose "Personal information" to Contractor as defined in § 10-1301 of the State Government Article of the Annotated Code of Maryland.
  2. In accordance with the requirements of § 10-1304 of the State Government Article, the Contractor shall implement and maintain reasonable security procedures and practices that:
     1. are appropriate to the nature of the personal information disclosed to it, and
     2. are reasonably designed to help protect personal information from unauthorized access, use, modification, disclosure, or destruction
  3. Upon reasonable advance notice, and without creating an obligation to do so, the Commission shall have the right to verify and audit the security procedures and practices implemented and maintained by Contractor for this purpose. Contractor shall remain solely responsible for its security procedures and practices.
• PAYMENT —
  1. Payment will be made by Automated Clearing House (ACH) or by WSSC's Procurement Credit Card for the total number of deliverables within 30 days after the services have been provided and accepted by the COMMISSION.
  2. Payment will not be made for any services until properly accounted for as to compliance with the scope of work and acceptance by the COMMISSION in accordance with this Contract. Prompt payment discounts, if any, shall be applicable from the date of acceptance of the services, or the date of receipt of the invoice, whichever is later. Payment will be made upon receipt of a properly executed invoice(s) and in accordance with the provisions of this Contract.
  3. Invoices shall reference the Purchase Order number, be submitted in duplicate based on the appropriate unit prices named in the Bid and addressed as follows:

  Washington Suburban Sanitary Commission

  Finance/Disbursements Group

  14501 Sweitzer Lane, 11th Floor

  Laurel, Maryland 20707-5902

• PROVISION TO EXTEND CONTRACT FOR NINETY (90) DAYS —
  1. In accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.410(d)(2), WSSC may find it advantageous to obtain the option of a unilateral contract extension to extend the Contract ninety (90) days past its termination date. If WSSC intends to exercise the extension, it shall provide written notice to the Contractor at least thirty (30) days prior to the Contract termination date. The exercise of the 90-day option is at WSSC's sole discretion.
• INTERGOVERNMENTAL AND COOPERATIVE PURCHASING —
  1. This Article is only applicable to a Contract which is awarded through a competitive procurement awarded pursuant to WSSC's Procurement Regulations.
  2. In accordance with State Finance and Procurement Article §13-110, Annotated Code of Maryland, any contract resulting from this Contract is available for use by any other Maryland state or local governmental entity or nonprofit as defined in the statute, subject to the following requirements: (a) The use of this Contract by other state and local governmental and nonprofit entities is at the discretion of those entities. Any entity that elects to participate is referred to herein as a participating entity; (b) The participating entity shall issue their own purchasing documents and secure their own contract, and shall have the unilateral right during the term of the Contract, to contract directly with the Contractor using the same prices and other terms and conditions of the Contract; and (c) Performance, payment, inspection, acceptance, exercise of warranties, and exercise of other contractual rights and obligations are the responsibility of the participating entity. WSSC assumes no authority, responsibility, liability or obligation on behalf of the participating entity, or with respect to any contract the participating entity may enter into with the Contractor. The participating entity is solely responsible for securing performance from the Contractor. Any failure of the Contractor to perform its contract with the participating entity does not require WSSC to default the Contractor or otherwise terminate the Contract.
• CONSULTANT PERFORMANCE EVALUATION —
  1. The purpose of the CONSULTANT Performance Evaluation is to:
     1. Identify and document the CONSULTANT's ability to meet all Contract compliance requirements.
     2. Communicate Contract compliance problems to the CONSULTANT in a timely manner.
     3. Provide corrective action as early as possible during the Contract Work, so that the Work may be successfully completed in accordance to all Contract requirements.
  2. Consultant Performance Evaluation Schedule
     1. Contracts equal to or greater than $25,000 shall be evaluated, at a minimum, at the conclusion of the work.
     2. Contracts equal to or greater than $250,000, or more than 180 days in duration shall be evaluated at a minimum at the Contract mid-point (approx. 50%) and at the Contract completion (approx. 100%) based on the Contract duration in calendar days.
     3. Contracts equal to or greater than $1,000,000 or greater than one (1) year in duration shall be evaluated at a minimum before the midpoint (approx. 25%); at the Contract mid-point (approx. 50%); after the midpoint but before completion (approx. 75%); and at Contract completion (approx. 100%) based on the Contract duration in calendar days.
  3. Contract Startup
     1. Prior to the start of the contract, the Contract Manager shall review the Evaluation Factors with the CONSULTANT.
     2. Documentation of the meeting shall be provided to the CONSULTANT and to the Procurement Office, and shall be incorporated into the Contract file.
  4. CONSULTANT Performance Evaluation
     1. The Contract Manager shall complete a CONSULTANT Performance Evaluation in accordance to Consultant Performance Evaluation Schedule using the CONSULTANT Performance Evaluation (CPE) form.
     2. The Contract Manager shall attach documentation that supports the results of the Consultant Performance Evaluation and which at a minimum includes:
        1. Prior CPE documents
        2. The most recent SLMBE subcontracting report
        3. Cure Letters and/or Show Cause Letters
        4. Test Results and/or Inspection Results
        5. Correspondence between WSSC and the CONSULTANT
        6. Minutes of any meetings relevant to contract compliance.
     3. The Contract Manager shall provide a copy of the CPE form and supporting documents to the CONSULTANT for review and acknowledgement.
     4. The CONSULTANT shall review the CPE form, indicate agreement or disagreement with the evaluation results, and acknowledge receipt of the CPE form by signing and returning the signed form to the Contract Manager no later than ten (10) days after receipt.
  5. Consultant Performance Evaluation Meeting
     1. Consultant Performance Evaluation Meetings shall be conducted if:
        1. The CONSULTANT receives a Marginal or Unsatisfactory evaluation,
        2. The CONSULTANT requests a meeting within ten (10) days after receipt of the CPE form.
        3. The Contract Manager determines that a meeting is required to improve CONSULTANT's performance.
     2. Prior to the meeting the Contract Manager shall provide a copy of the CPE and all supporting documents to the CONSULTANT for review.
     3. Additional WSSC stakeholders may attend the meeting, including but not limited to SLMBE, Procurement, or other departments impacted by the contract.
     4. CONSULTANT's key personnel and, if requested by WSSC, company owners or executive officers, shall attend Consultant Performance Evaluation Meetings.
     5. During the meeting, the Contract Manager
        1. Shall provide a sign-in sheet for all meeting attendants, including the date, time and location of the meeting.
        2. Shall review all performance issues with the CONSULTANT including CPE and all supporting documentation.
        3. Shall document discussion with meeting notes that include corrective action, person(s) responsible for completing corrective action, and date by which corrective action will be completed.
     6. After the meeting,
        1. The Contract Manager shall revise the CPE form with any additional information and/or updates to the evaluation results.
        2. The CONSULTANT shall review and acknowledge receipt of the CPE form by signing and returning to the Contract Manager no later than ten (10) days after receipt of the form.
  6. CPE forms that document CONSULTANT Performance Evaluations will be stored by the Procurement Office for a period of not less five (5) years.
• PERSONAL INFORMATION PROTECTION —
  1. The COMMISSION may disclose "Personal information" to CONSULTANT as defined in § 10-1301 of the Page 128 of 140 State Government Article of the Annotated Code of Maryland.
  2. In accordance with the requirements of § 10-1304 of the State Government Article, the CONSULTANT shall implement and maintain reasonable security procedures and practices that:
     1. are appropriate to the nature of the personal information disclosed to it, and
     2. are reasonably designed to help protect personal information from unauthorized access, use, modification, disclosure, or destruction
  3. Upon reasonable advance notice, and without creating an obligation to do so, the COMMISSION shall have the right to verify and audit the security procedures and practices implemented and maintained by CONSULTANT for this purpose. CONSULTANT shall remain solely responsible for its security procedures and practices.
• TRAVEL EXPENSE REIMBURSEMENT —

  To the extent Consultant’s compensation under this Agreement includes reimbursement of travel expenses, the reimbursement of such expenses shall be governed by the Commission’s Official Travel Expense Reimbursement Regulation, WSSC Code of Regulations Chapter 9.85. See https://wssc.district.codes/Code/9.85. When invoicing for travel expenses allowed under this Agreement, Consultant shall comply with the requirements of the Regulation and this Agreement, including, without limitation, the requirements for mileage and travel reimbursement in Chapter 9.85.140 of the Regulation.

   

• INTERGOVERNMENTAL AND COOPERATIVE PURCHASING —
  1. This Article is only applicable to a Contract which is awarded through a competitive procurement awarded pursuant to WSSC's Procurement Regulations. 
  2. In accordance with State Finance and Procurement Article §13-110, Annotated Code of Maryland, any contract resulting from this Contract is available for use by any other Maryland state or local governmental entity or nonprofit as defined in the statute, subject to the following requirements: (a) The use of this Contract by other state and local governmental and nonprofit entities is at the discretion of those entities. Any entity that elects to participate is referred to herein as a participating entity; (b) The participating entity shall issue their own purchasing documents and secure their own contract, and shall have the unilateral right during the term of the Contract, to contract directly with the Contractor using the same prices and other terms and conditions of the Contract; and (c) Performance, payment, inspection, acceptance, exercise of warranties, and exercise of other contractual rights and obligations are the responsibility of the participating entity. WSSC assumes no authority, responsibility, liability or obligation on behalf of the participating entity, or with respect to any contract the participating entity may enter into with the Contractor. The participating entity is solely responsible for securing performance from the Contractor. Any failure of the Contractor to perform its contract with the participating entity does not require WSSC to default the Contractor or otherwise terminate the Contract.
• TRAVEL EXPENSE REIMBURSEMENT —
  1. To the extent Consultant’s compensation under this Agreement includes reimbursement of travel expenses, the reimbursement of such expenses shall be governed by the Commission’s Official Travel Expense Reimbursement Regulation, WSSC Code of Regulations Chapter 9.85. See https://wssc.district.codes/Code/9.85. When invoicing for travel expenses allowed under this Agreement, Consultant shall comply with the requirements of the Regulation and this Agreement, including without limitation the requirements for mileage and travel reimbursement in Chapter 9.85.140 of the Regulation.

Submission Requirements

• Identify relevant facilitation and organization training experience. (required) —

  Upload relevant facilitation and organization training experience.

• Identify experience conducting collaborative workshops and employee engagement sessions (required) —

  Upload supporting documentation to show experience.

• Demonstrate an understanding and experience applying ADKAR and/or other change management-based facilitation approaches (required) —

  Upload experience applying ADKAR and/or change management-based facilitation approaches.

• Experience delivering customer service-focused training programs (required) —

  Identify your experience delivering customer service-focused training programs.

• Availability to support the requested timeframe (required) —

  Provide your availability to support the requested timeframe.

• Final Request for Quote (required) —

  Upload your final request for quote.

• General Terms and Conditions? (required)
• How will you be collecting pricing? (required) —

  Select electronic pricing table if providing line items for the vendor to fill out