Specs

Bridgestone Retail Operations, LLC
PROJECT MANUAL
Version: January 2012
Director, Real Estate Assets & New Store Development or by Nick Capretta, V.P. of Real Estate (the “Authorized
Signatories”). Contractor expressly recognizes that only the Authorized Signatories can sign a Change Order. If
Contactor desires to make a change in the Contract, the Work, or the Contract Time, Contractor shall submit a
written notice to Owner requesting Owner’s approval of such change. No such change shall be effective unless
agreed to by Owner in a written change order signed by one of the Authorized Signatories (“Change Order”).
Regardless of whether a change is requested by Contractor, Owner shall have the right, by written order executed by
one of the Authorized Signatories on behalf of Owner, to make changes in the Contract, the Work, and/or the
Contract Time prior to agreement on adjustment, if any, in the Contract Price or Contract Time, or both (a “Change
Directive”). Upon receipt of a Change Directive, the Contractor shall promptly proceed with the change in the Work
involved and advise the Owner of the Contractor's agreement or disagreement with the method, if any, provided in
the Change Directive for determining the proposed adjustment in the Contract Price or Contract Time. The amount
of any increase or decrease in the Contract Price as a result of a change in the Work shall be determined on the same
unit basis (exclusive of general conditions, profit and overhead) as similar Work originally included in the Contract,
with fair allowance being made for any change in basic material prices or labor hourly rate paid by Contractor, using
the same percentage of general conditions, profit and overhead as provided in the Contract. Where unit price is
stipulated in the Contract, it shall be used in determining the cost to Owner for such Change Order. Alternate means
for agreeing upon the cost of any change in the Work is set forth on Schedule 1 attached hereto and made a part
hereof. In case of dispute between Owner and Contractor as to cost of changes, Contractor shall make all materials
available for examination by Owner, pursuant to Owner’s right to audit in Section 20 of these Standard General
Conditions, so as to establish the unit price basis and percentage of general conditions, profit and overhead
originally included in the Contract. Contractor agrees that in the event Owner and Contractor cannot agree on a
price for any Change Order, Owner may engage other persons or contractors to make said change in the Work, and
Contractor agrees to cooperate fully with said persons or new contractor. No decrease in the amount of the Work
caused by any Change Order shall entitle Contractor to make any claim for damages, anticipated profits, or other
compensation.
14. OWNER’S RIGHT TO TERMINATE CONTRACT.
A. Termination by Owner for Cause. If it should appear, at any time prior to final acceptance of the Work,
that Contractor: (i) has failed or refused to prosecute, or has delayed in the prosecution of, the Work with diligence
at a rate that assures completion of the Work in full compliance with the requirements of this Contract on or before
the Substantial Completion Date, (ii) has attempted to assign this Contract or Contractor’s rights under this Contract,
either in whole or in part, (iii) has falsely made any representation or warranty in this Contract, (iv) has otherwise
failed, refused, or delayed to perform or satisfy any other requirement of this Contract, (v) has failed to pay its debts
as they come due, (vi) has failed to make payment to Subcontractors for materials or labor in accordance with the
respective agreements between the Contractor and the Subcontractors, (vii) has been adjudged a bankrupt, or (vii)
has become insolvent and a receiver has been appointed on account thereof (each an “Event of Default”), and has
failed to cure any such Event of Default within five (5) business days after Contractor’s receipt of written notice of
such Event of Default, then Owner shall have the right, at its election and without prejudice to any other remedies
provided by law or equity, to pursue any one or more of the following remedies:
(i) Owner may require Contractor, within such reasonable time as may be fixed by Owner, to (1) complete
or correct all or any part of the Work that is defective, damaged, flawed, unsuitable, nonconforming, or
incomplete, (2) to remove from the Premises any such Work, (3) to accelerate all or any part of the Work
and (4) to take any or all other action necessary to bring Contractor and the Work into strict compliance
with this Contract.
(ii) Owner may perform or have performed all Work necessary for the accomplishment of the results
stated in Subsection (a) above and withhold or recover from Contractor the cost and expense, including
attorneys’ fees and administrative costs, incurred by Owner in connection therewith.
(iii) Owner may accept the defective, damaged, flawed, unsuitable, nonconforming, incomplete, or dilatory
Work or part thereof and make an equitable reduction in the contract price.
(iv) Owner may terminate this Contract without liability for Owner to make further payment of amounts
due or to become due under this Contract.
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