DFCM General Conditions 08312020 (rev 07122023) Approved as to form: Mike Kelley, Assistant AG i

G E N E R A L C O N D I T I O N S

August 31, 2020

Table of Contents

ARTICLE 1. GENERAL PROVISIONS

1.1 Definitions (see revision page 8)

ARTICLE 2. DFCM

2.1 Information and Services Required of DFCM

2.1.1 DFCM’s Representative

2.1.2 Specialists and Inspectors

2.1.3 Surveys and Legal Description

2.1.4 Prompt Information and Services

2.1.5 Copies of Contract Documents

2.2 Construction By DFCM or By Separate

Contractors

2.2.1 DFCM’s Right To Perform

Construction and to Award Separate Contracts

2.2.2 Coordination of the Work

2.2.3 Coordination of Schedules

2.2.4 Reporting Problems to DFCM

2.2.5 Contractor Remedial Work

ARTICLE 3. A/E

3.1 A/E’s Administration of the Contract

3.1.1 In General

3.1.2 Site Visits

3.1.3 Communications Facilitating

Contract Administration

3.1.4 A/E May Reject Work, Order

Inspection, Tests

3.1.5 A/E Review Contractor’s Submittals

3.2 Ownership and Use of A/E’s Drawings, Specifications, and Other Documents

ARTICLE 4. CONTRACTOR

4.1 Review of Contract Documents and Field

Conditions By Contractor

4.1.1 Reviewing Contract Documents, Information, Reporting Errors, Inconsistencies or Omissions

4.1.2 Review of Field Conditions

4.1.3 Subsurface Investigations

4.1.4 Perform in Accordance with

Contract Documents and Submittals

4.1.5 Performance to Produce the Complete

System and Intended Results

4.1.6 Intent and Hierarchy

4.1.7 Dividing Work and Contractor

Representation

4.1.8 Planning and Priority

4.2 Supervision and Representatives

4.2.1 Supervision and Control

4.2.2 Persons Performing Work

4.2.3 Designated Representatives

4.2.4 Discipline and Competence

4.2.5 Responsibility

4.2.6 Not Relieved of Obligations

4.2.7 Inspections and Approvals

4.3 Payment by Contractor

4.4 Taxes and Other Payments to Government

4.5 Permits, Fees, Notices, Labor and Materials

4.5.1 Permits and Fees

4.5.2 Compliance, Notices

4.5.3 Correlation of Contract Documents and

Laws

4.5.4 Failure to Give Notice

4.6 Time and Contractor’s Construction Schedules

4.6.1 Progress and Completion

4.6.2 Schedule Preparation

4.6.3 Schedule Submittal

4.6.4 Schedule Content Requirements

4.6.5 Interim Completion Dates and Milestones

4.6.6 Float Time

4.6.7 Updates

4.6.8 Schedule of Submittals

4.6.9 Schedule Recovery

4.6.10 Schedule Changes and Modifications

4.6.11 Excusable Delay

4.6.12 Compensable Delay, Suspension or

Interruption.

4.6.13 Time Extension Requests

4.6.14 Liquidated Damages

4.7 Documents and Samples at the Site, Certifying “As-Builts”

4.8 Shop Drawings, Product Data and Samples

4.8.1 Not Contract Documents

4.8.2 Promptness

4.8.3 Not Perform Until A/E Approves

STATE OF UTAH - DEPARTMENT OF ADMINISTRATIVE SERVICES

Division of Facilities Construction and Management

DFCM

ii

4.8.4 Representations by Contractor

4.8.5 Contractor’s Liability

4.8.6 Direct Specific Attention to Revisions

4.8.7 Informational Submittals

4.8.8 Professional Services

4.9 Use of Site

4.9.1 In General

4.9.2 Access to Neighboring Properties

4.10 Access to Work

4.11 Intellectual Property Licenses

4.12 Indemnification

4.12.1 Not Exclusive

4.12.2 Not Limited

ARTICLE 5. SUBCONTRACTORS

5.1 Award of Subcontracts and Other Contracts

For Portions of the Work

5.1.1 Subcontracting Work Permitted;

Conditions

5.1.2 Subsequent Changes

5.1.3 Business and Licensing Requirements

5.1.4 Bonding of Subcontractors

5.1.5 Subcontractor Default Insurance

5.2 Subcontractor Relations

5.2.1 Contractor Fully Responsible

5.2.2 Comply with Contact Documents

5.2.3 Rights

5.2.4 Sub-Subcontractors

5.2.5 Document Copies

5.3 Contingent Assignment of Subcontracts

ARTICLE 6. PROTECTION OF PERSONS AND

PROPERTY

6.1 Safety of Persons and Property

6.1.1 Contractor Responsibility

6.1.2 Safety Program, Precautions

6.1.3 Compliance with Laws

6.1.4 Erect and Maintain Safeguards

6.1.5 Utmost Care

6.1.6 Prompt Remedy

6.1.7 Safety Designee

6.1.8 Load Safety

6.1.9 Off-Site Responsibility

6.1.10 Emergencies

6.2 Hazardous Materials

6.3 Historical and Archeological Considerations

6.4 Contractor Liability

ARTICLE 7. MODIFICATIONS, PRs & PCOs, PRE

AND CLAIMS PROCESS

7.1 Modifications: In General

7.1.1 Types of Modifications and Limitations

7.1.2 By Whom Issued

7.1.3 Contractor to Proceed Unless

Otherwise Stated

7.1.4 Adjusting Unit Prices

7.1.5 Concealed or Unknown Conditions

7.1.6 Increase in Contract Time

7.1.7 Allowances

7.2 Contractor Initiated Requests

7.2.1 The Request for Information, RFI, Process and Time to File

7.2.2 Proposed Change Order (“PCO”)

7.2.3 Substitutions

7.3 Proposal Request Initiated by DFCM

7.3.1 If Agreement, Change Order Issued

7.3.2 If Disagreement

7.4 Change Orders

7.4.1 Adjusting Price Based Upon Agreement

7.4.2 DFCM Resolution of Price in the

Absence of an Agreement Under Paragraph 7.4.1

7.4.3 Credits

7.4.4 Effect of a Change Order

7.5 Construction Change Directives

7.5.1 When Used and Contractor’s Right to

Challenge

7.5.2 Proceed with Work

7.5.3 Interim Payments by DFCM

7.6 ASI

7.7 Procedure for Preliminary Resolution Efforts

7.7.1 Request for Preliminary Resolution

Effort (PRE)

7.7.2 Time for Filing

7.7.3 Content Requirement

7.7.4 Supplementation

7.7.5 Subcontractors

7.7.6 Information and Meetings

7.7.7 Contractor Required to Continue

Performance

7.7.8 Decision

7.7.9 Decision Final Unless Claim Submitted

7.7.10 Extension Requires Mutual Agreement

7.7.11 If Decision Not Issued

7.7.12 Payment for Performance

7.8 Resolution of Claim

7.8.1 Claim

7.8.2 Subcontractors

7.8.3 Time for Filing

7.8.4 Content Requirement

7.8.5 Extension of Time to Submit

Documentation

7.8.6 Contractor Required to Continue

Performance

7.8.7 Agreement of Claimant on Method

and Person(s) Evaluating the Claim

7.8.8 The Evaluation Process, Timeframes of Evaluator(s), Director’s

Determination, Administrative Appeal to the Executive Director and Judicial Review

7.8.9 Appeal Process Prerequisite for Further

Consideration or Judicial Review iii

7.8.10 Payment of Claim

7.8.11 Allocation of Costs of Claim Resolution

Process.

7.8.12 Alternative Procedures

7.8.13 Impact on Future Selections

7.8.14 DFCM’s Right to Have Issues, Disputes or

Claims Considered (see revision page 41)

ARTICLE 8. PAYMENTS AND COMPLETION

8.1 Schedule of Values

8.2 Applications for Payment

8.2.1 In General

8.2.2 Payment for Material and Equipment

8.2.3 Warranty of Title

8.2.4 Holdback by DFCM

8.3 Certificates for Payment

8.3.1 Issued by A/E

8.3.2 A/E’s Representations

8.4 Decisions to Withhold Certification

8.4.1 When Withheld

8.4.2 Certification Issued When Reasons For

Withholding Removed

8.4.3 Continue Work Even if Contractor

Disputes A/E’s Determination

8.4.4 DFCM Not in Breach

8.5 Progress Payments

8.5.1 In General, Interest on Late Payments

8.5.2 Contractor and Subcontractor

Responsibility

8.5.3 Information Furnished by A/E or DFCM

to Subcontractor

8.5.4 DFCM and A/E Not Liable

8.5.5 Certificate, Payment or Use Not

Acceptance of Improper Work

8.6 Payment Upon Substantial Completion

8.7 Partial Occupancy or Use

8.7.1 In General

8.7.2 Inspection

8.7.3 Not Constitute Acceptance

8.7.4 Insurance

8.8 Final Payment

8.8.1 Certificate for Payment

8.8.2 Conditions for Final Payment

8.8.3 Waiver of Claims: Final Payment

8.8.4 Delays Not Contractor’s Fault

8.8.5 Waiver by Accepting Final Payment

ARTICLE 9. TESTS AND INSPECTIONS,

SUBSTANTIAL AND FINAL COMPLETION,

UNCOVERING, CORRECTION OF WORK AND

GUARANTY PERIOD

9.1 Tests and Inspections

9.1.1 In General

9.1.2 Failure of an Inspector to Appear

9.1.3 Nonconforming Work

9.1.4 Certificates

9.1.5 A/E Observing

9.1.6 Promptness

9.2 Uncovering of Work

9.2.1 Uncover Uninspected Work

9.2.2 Observation Prior to Covering

9.2.3 When an Inspector Fails to Appear or A/E

or DFCM Did Not Make Prior Request

9.3 Inspections: Substantial and Final

9.3.1 Substantial Completion Inspection

9.3.2 Final Completion Inspection

9.3.3 Punchlist Completion

9.4 Correction of Work and Guaranty Period

9.4.1 Contractor Correct the Work

9.4.2 Guaranty and Correction After Substantial

Completion

9.4.3 Removal of Work

9.4.4 Not Limit Other Obligations

9.5 Additional Warranties

9.5.1 In General

9.5.2 Exclusion

9.5.3 Furnish Evidence on Request

9.6 Acceptance of Nonconforming Work

ARTICLE 10. INSURANCE AND BONDS

10.1 Contractor’s Liability Insurance

10.1.1 In General

10.1.2 Coverage

10.1.3 Endorsements

10.1.4 Terms

10.1.5 Failure to Provide

10.1.6 Certificates

10.1.7 No Limitation

10.2 “Builder's Risk” Insurance

10.2.1 In General

10.2.2 Deductible

10.2.3 Waiver of Subrogation

10.2.4 Special Hazards

10.2.5 Non-Eligible Projects

10.3 Performance Bond and Payment Bond

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ARTICLE 11. MISCELLANEOUS PROVISIONS

11.1 A/E’s Responsibilities

11.2 Successors and Assigns

11.3 Written Notice

11.3.1 Personal Delivery and Registered or

Certified Mail

11.3.2 E-mail

11.4 Rights and Remedies

11.4.1 Not Limit

11.4.2 No Waiver

11.5 No Discrimination, No Sexual Harassment

11.6 Applicable Laws and Enforcement

11.7 Interpretation

11.8 Venue

11.9 Severability

11.10 Construction of Words

11.11 No Third-Party Rights

ARTICLE 12. TERMINATION OR SUSPENSION OF

THE CONTRACT

12.1 Termination by Contractor for Cause

12.1.1 In General

12.1.2 Notice

12.2 Termination by DFCM for Cause

12.2.1 In General

12.2.2 DFCM’s Right to Carry Out the Work

Upon Termination for Cause

12.2.3 Items Required to Be Transferred or

Delivered

12.2.4 Payment

12.2.5 DFCM Protection if Lienable

12.2.6 Credits and Deficits

12.2.7 If Contractor Found Not in Default or

Excusable

12.2.8 Rights and Remedies Not Exclusive

12.2.9 Time Period for Claims

12.3 Termination for Convenience of DFCM

12.3.1 In General

12.3.2 Contractor Obligations

12.3.3 Termination Claim

12.3.4 Agreed Upon Payment

12.3.5 Payment Not Agreed Upon

12.3.6 Deductions

12.3.7 Partial Termination

12.3.8 Partial Payments

12.3.9 Preserve and Make Available Records

12.3.10 Suspension, Delay or Interruption of Work

by DFCM for Convenience

12.4 DFCM’s Right to Stop the Work

G E N E R A L C O N D I T I O N S

August 31, 2020

THESE GENERAL CONDITIONS (“General Conditions”) are part of and subject to the Contractor’s Agreement (defined below) between DFCM (defined below) and Contractor (defined below).

ARTICLE 1. GENERAL PROVISIONS.

1.1 DEFINITIONS.

ARCHITECT/ENGINEER OR A/E. “Architect / Engineer” or “A/E” means the person or entity practicing as a design professional, including architect, engineer, interior designer, and/or landscape architect, retained under separate agreement with DFCM to act on behalf of DFCM according to the Contract Documents (defined below) and the A/E’s employees, representatives and consultants. For Work (defined below) where there is no A/E hired by DFCM, references in these General Conditions to A/E shall be deemed to refer to DFCM’s Representative.

ADDENDA. “Addenda” means the written or graphic instruments issued prior to the execution of the Contractor’s Agreement (defined below) that clarify, correct, or change the bidding documents or the Contract Documents.

A/E’s SUPPLEMENTAL INSTRUCTION OR ASI. “A/E’s Supplemental Instruction” or “ASI” means a supplemental instruction issued by the A/E to Contractor that results in a clarification, correction, or minor change in the Work and does not affect the Contract Time (defined below) or the Contract Price (defined below).

AMENDMENT. “Amendment” means any document or communication that changes (or purports to change) the terms of Contractor’s Agreement and/or the General Conditions, except as to: (1) scope of the Work; (2) Contract Price; and/or (3) Contract Time. With the exception of Supplemental General Conditions (defined below), no Amendment shall be valid and/or binding on DFCM unless: (1) the Amendment is set forth in a separate document, clearly titled “Amendment”; and (2) the Amendment is specifically and expressly accepted in writing by the Director (defined below).

BID. “Bid” means the offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed.

BONDS. “Bonds” means collectively the bid bond, performance bond, payment bond, and any other instruments of security.

STATE OF UTAH - DEPARTMENT OF ADMINISTRATIVE SERVICES

Division of Facilities Construction and Management

DFCM

CHANGE ORDER. “Change Order” means a written instrument signed by both DFCM and Contractor, issued after the execution of the Contractor’s Agreement on DFCM’s form, authorizing: (1) a change in the Work; (2) an adjustment of the Contract Price; and/or (3) an adjustment of the Contract Time.

CLAIM. “Claim” means a dispute, demand, assertion or other matter submitted by Contractor, including a subcontractor at any tier, subject to the provisions of these General Conditions. The claimant may seek, as a matter of right, modification, adjustment or interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the Contract. A request for Preliminary Resolution Effort (“PRE”) (defined below) shall not be considered a “Claim”. A request for an amendment of the Contract Documents, requested Change Order or a Construction Change Directive (“CCD”) (defined below) is not a PRE or Claim unless agreement cannot be reached, and the procedures of these General Conditions are followed.

CONSTRUCTION CHANGE DIRECTIVE. “Construction Change Directive” means a written order signed by DFCM, issued after execution of the Contractor’s Agreement, directing Contractor to perform a change in the Work and stating a proposed basis for adjustment, if any, in the Contract Price and/or Contract Time.

CONTRACT DOCUMENTS. “Contract Documents” means collectively Contractor’s Agreement, these General Conditions of Contractor’s Agreement, applicable Supplemental General Conditions, Drawings (defined below), Specifications (defined below), Addenda, other documents listed in the Contractor’s Agreement, authorized Amendments and Supplementary Conditions and Modifications (defined below) issued after execution of the Contractor’s Agreement. The Contract Documents shall also include the bidding/proposal documents, including the Instructions to Bidders/Proposers, Notice to Contractors and the Bid/Proposal Form, to the extent not in conflict with the other above-stated Contract Documents and other documents and oral representations which are memorialized in writing and documented as an attachment to the Contractor’s Agreement.

CONTRACT PRICE. “Contract Price” means the total amount payable by DFCM to Contractor for performance of the Work, including any authorized changes in the Work.

CONTRACT TIME. “Contract Time” means the time within which Contractor shall complete the Work, including any authorized changes in the Work

CONTRACTOR. “Contractor” means the person or entity identified as such in the Contractor’s Agreement.

As used in the Contract Documents, “Contractor” includes Contractor’s employees, agents, representatives, subcontractors at any tier, and any other third party hired by Contractor to perform a portion of the Work and is referred to throughout the Contract Documents as if singular in number.

CONTRACTOR’S AGREEMENT. “Contractor’s Agreement” means, unless the context requires otherwise, the agreement executed by the Contractor and DFCM for the Work.

DAY. “Day” or “days” means calendar day unless otherwise specifically defined.

DEFECTIVE. “Defective” is an adjective which when modifying the word “Work” refers to Work that does not conform to the Contract Documents, or does not meet the requirements of any inspection, referenced standard, code, test or approval referred to in the Contract Documents, or which fails to meet generally accepted craft standards, or which has been damaged.

DIRECTOR. “Director” means the Director of the Division of Facilities Construction and Management, unless the context requires otherwise. Director may include a designee selected by the Director for a particular function described in the Contract Documents.

DFCM. “DFCM” means the State of Utah, Division of Facilities Construction and Management. Unless the context requires otherwise, DFCM is the “Owner” as that term is commonly understood in the construction industry.

DRAWINGS. “Drawings” means the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location, and dimensions of the Work and generally includes drawings, elevations, sections, details, schedules, and diagrams, including electronic copies.

EXECUTIVE DIRECTOR. “Executive Director” means the Executive Director of the Utah Department of Administrative Services, including unless otherwise stated, the Executive Director’s duly authorized designee.

FINAL COMPLETION. “Final Completion” means the date when all Work to be performed by Contractor has been completed and accepted in writing by DFCM.

INSPECTION. “Inspection” or its derivatives means a review of the Work, including but not limited to a visual review of the Work completed to date to ascertain if the Work is in accordance with the Contract Documents, including all applicable building codes and construction standards.

MODIFICATION. “Modification” means: (1) a Change Order; (2) a Construction Change Directive; or (3) an ASI. Contractor’s Agreement may be amended or modified only by: (1) an authorized Amendment; or (2) a Modification.

NOTICE TO PROCEED. “Notice to Proceed” means a document prepared by DFCM that authorizes Contractor to commence Work. It shall be deemed issued upon being sent by DFCM to Contractor’s address specified in Contractor’s Bid.

PRELIMINARY RESOLUTION EFFORT OR PRE. “Preliminary Resolution Effort” or “PRE” means the processing of a request for preliminary resolution or any similar notice about an issue that could potentially lead to a Claim and is prior to reaching the status of a Claim.

PRODUCT DATA. “Product Data” means illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by Contractor to illustrate materials or equipment for some portion of the Work.

PROPOSAL REQUEST OR PR. “Proposal Request” or “PR” means a request made by DFCM to Contractor requesting a proposal to resolve an issue as part of the Change Order process.

PROPOSED CHANGE ORDER OR PCO. “Proposed Change Order” or “PCO” means a request by Contractor submitted to the DFCM Representative to commence the Change Order process. It shall not be considered a “PRE” or a “Claim”. The PCO may be related to any potential or actual delay, disruption, unforeseen condition or any other matter for which Contractor intends to seek an increase in the Contract Price and/or extension of the Contract Time.

REQUEST FOR INFORMATION OR RFI. “Request for Information” or “RFI” means a written request from Contractor to the A/E seeking information, direction, or clarification related to the Contract Documents, including Drawings and/or Specifications.

RULE. “Rule”, unless the context requires otherwise, means a rule of the Utah Administrative Code.

SALES TAX AND/OR USE TAX. “Sales Tax” and/or “Use Tax”, unless the context requires otherwise, means the sales tax and/or use tax collected or to be collected by the Utah State Tax Commission and shall include any sales and/or use tax that the Utah State Tax Commission collects on behalf of any special district, local government, or political subdivision.

SAMPLES. “Samples” mean physical examples that illustrate materials, equipment or workmanship and establish standards by which the Work shall be judged.

SHOP DRAWINGS. “Shop Drawings” means drawings, diagrams, schedules and other data specially prepared for the Work by Contractor, or a subcontractor at any tier, manufacturer, supplier or distributor to illustrate some portion of the Work.

SPECIFICATIONS. “Specifications” means that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards, installation and workmanship for the Work and performance of related systems and services.

SUBCONTRACTOR. “Subcontractor” means any person or entity under contract with Contractor to provide services or labor for the Work. “Subcontractor” includes a trade contractor or specialty contractor.

“Subcontractor” does not include suppliers who provide only materials, equipment or supplies to Contractor or a Subcontractor. The term “Subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or authorized representative of the Subcontractor. The term “Sub-subcontractor” means a person or entity that has a contract with a Subcontractor to provide services or labor for the Work and also includes all lower tier sub-subcontractors. The terms “Subcontractor” and “Sub-subcontractor” do not include a separate contractor retained by DFCM or subcontractors or sub-subcontractors of a separate contractor retained by DFCM.

SUBSTANTIAL COMPLETION. “Substantial Completion” and its derivatives means the date certified in accordance with Section 9.3* when the Work, or a designated portion thereof, is sufficiently complete, and any lack of completion or performance does not materially interfere with DFCM’s intended use of the Work, in accordance with the Contract Documents, so that DFCM can occupy and use the Work for its intended use.

DFCM’s “intended use” or “occupy” as used in this definition, shall include any intended use or occupation by any agency or entity that DFCM intends to use or occupy the Work.

*Revised numbering from ‘Section 9.2’ to ‘Section 9.3’ as of 07122023.

SUPPLEMENTAL GENERAL CONDITIONS. “Supplemental General Conditions” means the Supplemental General Conditions identified on DFCM’s website, dfcm.utah.gov, applicable to the Work, if any, that supplements these General Conditions. Supplemental General Conditions are authorized Amendments.

SUPPLEMENTARY CONDITIONS. “Supplementary Conditions” means the part of the Contract Documents, if any, that amends or supplements these General Conditions and/or applicable Supplemental General Conditions. Supplementary Conditions, if authorized, are an Amendment.

WORK. “Work” means the construction, services, supervision, labor, tools, equipment, materials, products and transportation, to be furnished by Contractor, so as to fulfill the Contractor’s obligations as required by the Contract Documents.

ARTICLE 2. DFCM.

2.1 INFORMATION AND SERVICES REQUIRED OF DFCM.

2.1.1 DFCM’S REPRESENTATIVE. DFCM shall designate a representative authorized to act on behalf of DFCM with respect to the Work (“DFCM’s Representative”). Unless the context requires otherwise, “DFCM’s Representative” is the “Owner’s representative” as that term is commonly understood in the construction industry. DFCM’s Representative shall have authority to review and approve the Work, including the time schedule for completion, and the authority (but not a duty) to stop the Work for any reason, including, without limitation, unsafe conditions, or to direct Contractor to remedy, repair, or replace any Work, if necessary, to ensure its proper execution. DFCM and DFCM’s Representative shall endeavor to render decisions pertaining to documents submitted by the A/E and/or Contractor to avoid a delay in the orderly and sequential progress of the Work. Contractor shall be responsible for time lost and the cost of correcting Work that in DFCM’s judgment was executed improperly. DFCM shall be the final interpreter of the Contract Documents; the decision of DFCM in the absence of arbitrary or capricious conduct shall be conclusive.

Notwithstanding anything to the contrary in the Contract Documents, DFCM’s approval shall not relieve Contractor of Contractor’s sole responsibility for the Work.

2.1.2 SPECIALISTS AND INSPECTORS. DFCM shall provide building inspection services in accordance with the applicable building codes, including routine and special inspections unless otherwise noted in the Contract Documents. DFCM may assign an inspector or specialist to note deviations from, or necessary adjustments to, the Contract Documents or to report deficiencies or defects in the Work. The inspector’s or specialist’s activities in no way relieve Contractor from the responsibilities set forth in the Contract Documents.

2.1.3 SURVEYS AND LEGAL DESCRIPTION. Except to the extent not applicable to the type of Work to be performed pursuant to Contractor’s Agreement, DFCM shall furnish surveys describing physical characteristics, legal limitations and utility locations for the Work site, and a legal description of the Work site.

The Contractor shall be entitled to rely on the accuracy of such survey information furnished by DFCM but shall exercise proper precautions relating to the safe performance of the Work. The Contractor recognizes that the exact location of underground or hidden utilities, plumbing and electrical runs may be somewhat different from the location indicated on such surveys furnished by DFCM or in the Contract Documents. The Contractor shall exercise reasonable skill and care to locate underground or hidden utilities, plumbing and electrical runs that are to remain to prevent damage thereto. The Contractor shall review the survey information provided by DFCM and shall promptly provide written notice to DFCM of any survey information that Contractor knows or discovers to be inaccurate.

2.1.4 PROMPT INFORMATION AND SERVICES. Upon receipt of a written request from Contractor, DFCM shall endeavor to furnish information or services under DFCM’s control with reasonable promptness to avoid delay in the orderly progress of the Work.

2.1.5 COPIES OF CONTRACT DOCUMENTS. Unless otherwise provided in the Contract Documents, DFCM shall provide or make available to Contractor, free of charge, paper or electronic copies of Contract Documents, as determined by DFCM, as are reasonably necessary for execution of the Work. DFCM’s website may also provide Contract Documents for the Work.

2.2 CONSTRUCTION BY DFCM OR BY SEPARATE CONTRACTORS.

2.2.1 DFCM’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE

CONTRACTS. DFCM reserves the right to enter into contracts with third parties in connection with the Work and to perform construction or other activities itself on or about the Work site.

2.2.2 COORDINATION OF WORK. Contractor shall afford DFCM and the separate contractors or subcontractors retained by DFCM adequate opportunity for the introduction and storage of their materials and equipment and the execution of their work. Contractor shall properly connect and coordinate the Work with the work of DFCM and separate contractors or subcontractors.

2.2.3 COORDINATION OF SCHEDULES. Contractor shall cooperate with DFCM and any separate contractors and subcontractors hired by DFCM in performing the Work so that all portions of the Work may be completed in the shortest possible time within normal working hours. Contractor shall furnish separate contractors and subcontractors full information regarding time schedules for Contractor’s Work. Contractor shall coordinate the Work with the workers who may be retained by DFCM, all separate contractors and subcontractors, and their activities in the vicinity of the Work site.

2.2.4 REPORTING PROBLEMS TO DFCM. If part of Contractor’s Work depends on work by DFCM or a separate contractor, Contractor shall, prior to proceeding with that portion of the Work, promptly report in writing to DFCM any apparent defects in workmanship of the work of DFCM and/or such separate contractor that would render it unsuitable for proper execution of the Work. Failure of Contractor to report defects shall constitute an acknowledgment that DFCM’s or the separate contractor’s completed or partially completed work is fit and proper to receive Contractor’s Work, except as to defects in workmanship not then reasonably discoverable.

2.2.5 CONTRACTOR REMEDIAL WORK. If Contractor causes damage to the work of DFCM or any separate contractors or subcontractors, Contractor shall promptly remedy such damage and shall use all reasonable efforts to promptly negotiate a settlement with DFCM and such separate contractors and subcontractors.

ARTICLE 3. A/E.

3.1 A/E’S ADMINISTRATION OF THE CONTRACT.

3.1.1 IN GENERAL. The A/E shall assist DFCM in administering the Contract in accordance with the Contract Documents. The A/E shall have authority to act on behalf of DFCM, but only to the extent provided in the Contract Documents and/or A/E’s agreement with DFCM.

3.1.2 SITE VISITS.

3.1.2.1 Site visits or inspections by the A/E or DFCM shall in no way limit or affect Contractor’s responsibility to comply with all the requirements and the overall design concept of the Contract Documents as well as all federal, state, and local laws, rules, regulations, ordinances and orders of public authorities applicable to the Work.

3.1.2.2 The A/E shall promptly submit to DFCM a written report subsequent to each site visit detailing the visit.

3.1.3 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION. Except as authorized by DFCM or as otherwise provided in the Contract Documents, including these General Conditions, the A/E and Contractor shall communicate through DFCM on issues regarding the timing of the Work, cost of the Work, and scope of the Work. Communications by and with the A/E’s consultants shall be through the A/E.

Communications by and with Subcontractors shall ordinarily be through Contractor. Communications by and with separate contractors shall be through DFCM.

3.1.4 A/E MAY REJECT WORK, ORDER INSPECTIONS, TESTS. The A/E shall have the authority to reject Work which, based upon the A/E’s knowledge or what may be reasonably inferred from the A/E’s site observations and review of data, does not conform to the Contract Documents. Whenever the A/E considers it necessary or advisable for implementation of the intent of the Contract Documents, the A/E shall have the authority to require additional inspections or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed, or completed; however, the A/E must obtain DFCM’s prior written approval of any such additional inspections or testing. Neither this authority of the A/E nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the A/E to Contractor, Subcontractors, their agents or employees or other persons performing portions of the Work, including separate contractors. If Contractor disputes the rejection of any

Work and the correction thereof shall involve additional cost or time, it shall be DFCM’s option to accept such Work whether it shall be conforming or nonconforming.

3.1.5 A/E REVIEW OF CONTRACTOR’S SUBMITTALS.

3.1.5.1 Contractor shall submit Shop Drawings, Product Data, and Samples and other submittals required by the Contract Documents to the A/E as required by the approved submittal schedule.

3.1.5.2 The A/E shall review and take appropriate action upon Contractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for the purpose of checking for conformance with the information and design concepts expressed in the Contract Documents. A/E action taken on a submittal shall not constitute a Modification.

3.1.5.3 The A/E’s action shall be taken no later than fourteen (14) days following A/E’s receipt of the submittal, unless agreed to otherwise by Contractor and DFCM, in order to avoid a delay in the Work of Contractor or of separate contractors while allowing sufficient time in the A/E’s professional judgment to permit adequate review.

3.1.5.4 Review of such submittals shall not be conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of Contractor as required by the Contract Documents.

3.1.5.5 The A/E’s review of Contractor’s submittals shall not relieve Contractor of Contractor’s obligations under the Contract Documents.

3.1.5.6 The A/E’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the A/E, of any construction means, methods, techniques, sequences, or procedures.

3.1.5.7 The A/E’s approval of a specific item shall not indicate approval of an assembly of which the item is a component.

3.1.5.8 When professional certification of performance characteristics of materials, systems, or equipment is the responsibility of the Contractor under the Contract Documents, the A/E shall be entitled to rely upon such certifications to establish that the materials, systems or equipment shall meet the performance criteria required by the Contract Documents.

3.2 OWNERSHIP AND USE OF A/E’S DRAWINGS, SPECIFICATIONS AND OTHER

DOCUMENTS. All Drawings, Specifications, and other documents prepared by the A/E for the Work are and shall remain the property of DFCM, and DFCM shall retain all common law, statutory, and other reserved rights with respect thereto. Said documents are intended for use as an integrated set for the Work. Neither Contractor nor A/E shall modify or use Contract Documents on any other project without the prior written consent of DFCM. Any such non-permissive use or modification by Contractor, Contractor’s Subcontractors at any tier, or anyone else for whose acts Contractor is liable, shall be at Contractor’s sole risk. To the fullest extent permitted by law, Contractor shall release, indemnify, hold harmless, and defend DFCM, and require all Subcontractors to release, indemnify, hold harmless, and defend DFCM, from and against any and all liabilities, claims, demands, actions, damages, losses, and expenses, including but not limited to attorney fees and costs of litigation, arising out of such non-permissive use or modification by Contractor or its Subcontractors.

Contractor, including its Subcontractors, are granted a limited license to use and reproduce applicable portions of the Drawings, Specifications, and other documents prepared by the A/E appropriate to and for use in the execution of the Work. Contractor shall preserve the copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the A/E for the Work, on all copies. Submittals or distributions necessary to meet official regulatory requirements or for other purposes relating to the Work shall not be construed as a publication in derogation of DFCM’s copyright or other reserved rights.

ARTICLE 4. CONTRACTOR.

4.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR.

4.1.1 REVIEW OF DOCUMENTS. Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by DFCM and shall at once report to DFCM and A/E all errors, omissions, inconsistencies and/or ambiguities discovered. Contractor shall not be liable to DFCM or A/E for damage resulting from errors, omissions, inconsistencies and/or ambiguities in the Contract Documents unless Contractor recognized such error, omission, inconsistency and/or ambiguity or a contractor of ordinary skill and expertise for the type of Work involved would have readily so recognized such error, omission, inconsistency and/or ambiguity, and Contractor failed to report such to DFCM and A/E. If Contractor performs any Work without such notice to DFCM and A/E and prior to resolution of the error, omission, inconsistency and/or ambiguity, Contractor shall be responsible for such performance and shall bear the costs for correction.

4.1.2 REVIEW OF FIELD CONDITIONS. Contractor shall take field measurements, verify field conditions and carefully compare such field measurements and conditions and other information known to Contractor, or information that a contractor of ordinary skill and expertise for the type of Work involved would have known, before commencing Work. Contractor shall immediately report to DFCM and A/E all errors, omissions, inconsistencies and/or ambiguities discovered. If Contractor performs any Work without such notice to DFCM and A/E and prior to resolution of the error, omission, inconsistency and/or ambiguity, Contractor shall be responsible for such performance and shall bear the costs for correction.

4.1.3 SUBSURFACE INVESTIGATIONS. If DFCM has provided the Contractor with reports of subsurface investigations and/or tests of soils at the Work site (“Geotechnical Report”) as part of the Contract Documents, the Contractor may rely upon the accuracy of the technical data contained in such Geotechnical Report at the locations where the data was obtained and to the depth indicated. However, Contractor acknowledges that the conditions indicated in any Geotechnical Report of any subsurface investigations and/or tests of soils at the Work site may not be representative of conditions existing at locations and/or at depths other than where data was obtained or that conditions different than those indicated by such Geotechnical Report may exist at the Work site. Contractor shall not be entitled to any increase in the Contract Price and/or increase in the Contract Time based on any data, opinion and/or recommendation in any Geotechnical Report and/or any inaccuracy, incompleteness, mistake and/or error in any Geotechnical Report except to the extent that Contractor is entitled to an increase in the Contract Price and/or extension of the Contract Time for a concealed or unknown condition as provided in Section 7.1.5.

4.1.4 PERFORM IN ACCORDANCE WITH CONTRACT DOCUMENTS AND SUBMITTALS.

Contractor shall perform the Work in accordance with the Contract Documents and submittals to which no exception has been taken in accordance with the Contract Documents.

4.1.5 PERFORMANCE TO PRODUCE THE COMPLETE SYSTEM AND INTENDED

RESULTS. The Contract Documents shall be read as a whole and wherever possible, the provisions shall be construed in order that all provisions are operable. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by Contractor, whether or not specifically set forth in the Contract Documents, for the Contract Price and within the Contract Time. Performance by Contractor shall be required to the extent consistent with and reasonably inferable from the Contract Documents as being necessary to allow the Work to function for its intended use.

4.1.6 INTENT AND HIERARCHY. The Contract Documents are complimentary, and what is required by one Contract Document or provisions thereof, shall be as binding as if required by all the Contract

Documents or provisions thereof. In case of an irreconcilable conflict between provisions within a Contract Document or between Contract Documents, the following priorities shall govern as listed below:

4.1.6.1 A Modification or authorized Amendment (including authorized Supplementary Conditions) shall govern over all Contract Documents listed in Sections 4.1.6.2 – 4.1.6.6 or previous Modifications or authorized Amendments (including authorized Supplementary Conditions).

4.1.6.2 The Contractor’s Agreement shall govern over all Contract Documents listed in Sections 4.1.6.3 - 4.1.6.6.

4.1.6.3 Supplemental General Conditions shall govern over all Contract Documents listed in Sections

4.1.6.4 – 4.6.1.6.

4.1.6.4 These General Conditions shall govern over the Contract Documents listed in Sections 4.1.6.5 – 4.1.6.6.

4.1.6.5 The Drawings and Specifications shall govern over the Contract Documents listed in Section 4.1.6.6.

4.1.6.6 Attachments to the Contractor’s Agreement, Contractor’s management plan, bidding/proposal documents, including the Instructions to Bidders/Proposers, Notice to Contractors and the Bid/Proposal Form and/or documented interview information, if any, are Contract Documents, binding on Contractor, but are subordinate to the Contract Documents listed in Sections 4.1.6.1 – 4.1.6.5.

4.1.6.7 An Addendum shall govern over all other Contract Documents and any previously issued Addendum.

4.1.6.8 In case of a conflict or ambiguity within the same level of hierarchy of described documents, DFCM reserves the right to revise the documents to select the most stringent requirement unless the preponderance of the Contract Documents indicate a less stringent requirement.

4.1.7 DIVIDING WORK AND CONTRACTOR REPRESENTATION. Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings, shall not control Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.

Contractor shall ensure that the Subcontractors at any tier, manufacturers and suppliers engaged or to be engaged by Contractor, are and shall be familiar with the requirements for performance by them of their obligations.

4.1.8 PLANNING AND PRIORITY. Contractor shall plan and schedule the Work and shall maintain the schedule to Substantially Complete the Work within the Contract Time.

4.2 SUPERVISION AND REPRESENTATIVES.

4.2.1 SUPERVISION AND CONTROL. Contractor shall supervise and direct the Work using Contractor’s best skill and attention to complete the Work within the Contract Time. Contractor shall be solely responsible for and have control over the construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work, except to the extent that the Contract Documents specifically and expressly state otherwise.

4.2.2 PERSONS PERFORMING WORK. Contractor shall perform the Work using qualified employees, consultants, and Subcontractors selected and paid for by Contractor, adequately trained in the requirements of their particular jobs, and skilled in the Work assigned to them. Contractor shall use all reasonable efforts to maintain a stable project team and minimize changes in key members of the team where loss of key members could have an adverse impact on the Contract Time. Any change in key personnel assigned to the Work must be approved by DFCM in writing.

4.2.3 DESIGNATED REPRESENTATIVES. Contractor shall employ a competent superintendent and necessary assistants, fluent in spoken and written English, who shall be at the Work site during performance of the Work. Contractor’s superintendent shall maintain communication between DFCM, the A/E, and Contractor and be responsible for the management of Contractor’s activities and deliverables described in the Contract Documents, as well as management of any third-party resources hired by Contractor to provide services or products under the Contract Documents. Contractor’s superintendent shall represent Contractor, and communications given to the superintendent shall be as binding as if given to Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed in writing on written request in each case.

4.2.4 DISCIPLINE AND COMPETENCE. Contractor shall enforce safety procedures, strict discipline, and good order among Contractor’s employees, Contractor’s Subcontractors, agents, representatives and other persons performing the Work under the Contract Documents. If DFCM reasonably determines that a particular person does not follow safety procedures, is unfit or unskilled for the assigned Work, disregards instructions, ignores the environmental restraints of the Work, or jeopardizes the goodwill between DFCM and the public, Contractor shall immediately replace the person upon receipt of DFCM’s request to do so and shall not employ the person again on the Work.

4.2.5 RESPONSIBILITY. Contractor shall be responsible to the State of Utah and DFCM for the acts and omissions of Contractor’s employees, Subcontractors and their agents and employees and other persons performing portions of the Work under a contract with Contractor or on behalf of Contractor.

4.2.6 NOT RELIEVED OF OBLIGATIONS. Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of DFCM or DFCM’s agents in DFCM’s administration of the Contractor’s Agreement, or by tests, inspections, or approvals required or performed by persons other than Contractor or for those that Contractor is liable.

4.2.7 INSPECTIONS AND APPROVALS.

4.2.7.1 All Work performed by Contractor shall be subject to the inspection and approval of DFCM to determine whether the Work is in accordance with the Contract Documents. Contractor shall permit and facilitate inspection of the Work at all times by DFCM, DFCM’s representatives and governmental authorities having jurisdiction.

4.2.7.2 Contractor shall be responsible for requesting inspections for various stages and portions of the Work required under the Contract Documents in a timely manner in accordance with the process and document requirements of the applicable inspection authority. In the event Work is not in a condition to be inspected at the time scheduled for the inspection of such Work for causes for which the Contractor is responsible, Contractor shall bear all associated costs and expenses without reimbursement by DFCM.

4.2.7.3 If any of the Work is required to be inspected or approved by the terms of the Contract Documents, Contractor shall timely request such inspection or approval to be performed in accordance with Article 9. Except as provided in Article 9, Work shall not proceed without any required inspection and the associated authorization to proceed. Contractor shall promptly notify DFCM if the inspector fails to appear at the site.

4.2.7.4 Contractor shall work with the inspector to maintain an Open Issues Log and Contractor shall proceed diligently to resolve all open issues.

4.3 PAYMENT BY CONTRACTOR. Except to the extent it is otherwise stated in the Contract Documents, Contractor shall provide and pay for all supervision, labor, tools, equipment, materials and transportation, including, without limitation: construction equipment and machinery; water; heat; utilities; and other facilities, supplies, consumables and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

4.4 TAXES AND OTHER PAYMENTS TO GOVERNMENT. Contractor shall pay Sales Tax and/or Use Tax, consumer, employment-related and similar taxes related to the Work or portions thereof provided by Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. Contractor shall comply with the laws and regulations regarding the payment of Sales Tax and/or Use Tax and any exemptions. The procurement documents may have a provision regarding specific items which are exempt from State of Utah Sales Tax and/or Use Tax. Any such exemption shall be used only for the items and the project specified in the procurement documents. Any such exemption does not apply to taxes levied by the federal government or any taxing entity outside of the State of Utah. If Contractor properly relies upon a provision(s) of the bidding or proposal documents indicating exemption from State of Utah Sales Tax and/or Use Tax, and if State of Utah Sales Tax and/or Use Tax subsequently becomes due, then Contractor shall be paid such tax amount not included in the bid/proposal amount due to the reliance upon such provision.

4.5 PERMITS, FEES, NOTICES, LABOR AND MATERIALS.

4.5.1 PERMITS AND FEES. Unless otherwise required in the Contract Documents, it shall not be necessary for Contractor to obtain or pay for local building permits, plan check fees, electrical permits, plumbing permits, connection fees, or impact fees, nor shall it be necessary to pay fees for inspections pertaining thereto.

4.5.2 COMPLIANCE, NOTICES. Contractor shall comply with and give notices required by all federal, state, and local laws, rules, regulations, ordinances, and orders of public authorities applicable to the Work.

4.5.3 CORRELATION OF CONTRACT DOCUMENTS AND LAW. It is not Contractor’s responsibility to ascertain that the Contract Documents are in accordance with applicable federal, state and/or local laws, rules, regulations, ordinances, and/or orders of public authorities having jurisdiction. However, if Contractor observes, or if such would be readily observable to a contractor of ordinary skill and expertise for the type of Work involved, that a portion of the Contract Documents is at variance therewith, Contractor shall promptly notify the A/E and DFCM in writing, and necessary changes shall be accomplished by appropriate Modification and/or Amendment.

4.5.4 FAILURE TO GIVE NOTICE. If Contractor, or any Subcontractor, performs Work without complying with the requirements of this Section 4.5, Contractor shall assume responsibility for such Work and shall bear the appropriate amount of the applicable costs of correction.

4.6 TIME AND CONTRACTOR’S CONSTRUCTION SCHEDULES.

4.6.1 PROGRESS AND COMPLETION.

4.6.1.1 Time is of the essence in this Contract. By executing the Contractor’s Agreement, Contractor confirms that the Contract Time is adequate to perform the Work. The Contractor shall proceed expeditiously with adequate forces to achieve Substantial Completion within the Contract Time.

4.6.1.2 Contractor shall commence and complete the Work within the Contract Time and pursuant to the schedule, an initial version of which shall be prepared and provided by Contractor to DFCM and the A/E for approval, as it may be modified with DFCM’s consent. Unless and except to the extent that preliminary Work at the Work site is authorized in writing by DFCM, Contractor shall not prematurely commence the Work at the Work site or elsewhere until DFCM issues a Notice to Proceed or prior to the effective date of insurance required by Article 10 to be furnished by Contractor, whichever is later. Contractor shall proceed expeditiously with adequate forces to achieve Substantial Completion within the Contract Time. All other Work shall be completed no later than the date established for Final Completion. Contractor shall notify DFCM when Contractor considers the entire Work to be completed. DFCM shall be entitled to a final inspection to determine whether the Work has been completed in accordance with the Contract Documents.