15-Attatchment M TERMS AND CONDITIONS.docx

TERMS AND CONDITIONS

1. The Work. The term “Work” means the construction and services required by the Contract Documents and includes all labor, materials, equipment, services and other items necessary for the proper execution and completion of the Work by Contractor. All minor details of work which are not shown in the Contract Documents but are necessary for the proper execution and completion of the Work, shall be considered as incidental, and as a part of and included with the Work to be performed by Contractor for the Contract Price.

2. Contract Documents. Contractor shall perform the Work in strict compliance with the Contract Documents. Contractor waives the execution of any unexecuted Contract Documents and agrees to be bound by the terms of such Contract Documents to the same extent as if they were executed at the time of execution of this Contract. If there are any conflicts or inconsistencies within or between documents, Contractor shall provide the better quality or greater quantity of Work or materials, as applicable, unless directed otherwise by UCA in writing.

3. Payment. If payment has not been made after sixty (60) days from the date a correct invoice is received by the State Entity, then interest may be added by Contractor as prescribed in the Utah Prompt Payment Act. The acceptance by Contractor of final payment, without a written protest filed with the State Entity within ten (10) business days of receipt of final payment, shall release the State Entity and the State of Utah from all claims and all liability to the Contractor.

4. Changes. UCA may order changes in the Work by issuing a written Change Order (which shall be countersigned by Contractor). Change orders will not be accepted without prior approval from UCA. The Completion Date and Contract Price may be changed only by a Change Order or Change Directive. Under no circumstances will Contractor be entitled to additional compensation for changes in the Work not authorized in a written Change Order or Change Directive signed by UCA.

5. Time. Time is of the essence of this Contract. Contractor acknowledges that UCA will suffer damage if the Work is not completed by the Completion Date.

6. Quality / Warranty. Contractor shall perform the Work in a good and workmanlike manner, using high quality materials and personnel skilled in the type of work required and in compliance with all applicable laws, regulations, ordinances, industry standards and requirements of governmental entities having jurisdiction over the Work. If within one (1) year of the Completion Date any of the Work is found to be not in accordance with the Contract Documents or is found to be otherwise defective, Contractor shall promptly correct it at Contractor’s cost.

7. Subcontractors. Contractor shall not employ any subcontractor for the Work to whom UCA objects in writing. Contractor shall pay subcontractors and suppliers as required by Utah Code § 58-55-603.

8. UCA Occupancy. In the event UCA or any other agency or political subdivision of the State of Utah occupies the Project Location during the performance of the Work, Contractor shall conduct the Work so as to minimize interference with UCA’s/Agency’s occupancy.

9. Safety. Contractor is responsible for the safety of Contractor’s employees and property at the Project Location and for the safety of all other persons and property at the Project Location.

10. Responsibility for Acts / Omissions of Others. Contractor shall be responsible and liable for the acts and omissions of Contractor’s employees, subcontractors, sub-subcontractors, and anyone directly or indirectly employed by them.

11. Taxes / Fees / Permits. Contractor shall pay all taxes and fees and shall secure and pay for all permits, licenses, tests and inspections necessary for proper execution and completion of the Work, including compliance with USFS Right-of-Way requirements.

12. Hazardous Materials. Contractor shall be responsible for any release of Hazardous Material(s) on or from the Project Location caused in whole or in part by Contractor or any subcontractor. In the event Contractor encounters any Hazardous Material(s), Contractor shall immediately cease work and notify UCA.

13. Indemnity. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless UCA, Agency (if any), and the State of Utah from and against all claims, damages, losses and expenses, including attorneys’ fees, arising out of or resulting from the performance of the Work.

14. Contractor’s Insurance. Prior to the Commencement Date, Contractor shall purchase and maintain insurance in a company rated A- or better by A.M. Best Company with deductibles of not greater than $10,000: (a) Workers’ compensation—statutory limits; (b) Employer’s liability—$2,000,000; (c) Comprehensive Automobile Liability—combined single limits of not less than $1,000,000 each occurrence and $2,000,000 annual aggregate, naming UCA as additional insured; and (d) Commercial General Liability—$1,000,000 each occurrence, $2,000,000 general aggregate, $2,000,000 Products-Completed Operations aggregate, and $2,000,000 personal and advertising injury, naming UCA as additional insured. Products-Completed Operations coverage to be maintained for two (2) years after Completion Date.

15. Termination for Cause. UCA may terminate this Contract for cause if Contractor fails to supply adequate skilled workers or materials, fails to pay subcontractors, disregards laws or orders, engages in unlawful or unprofessional conduct as described in Utah Code § 58-55-501/502, or otherwise is guilty of a substantial breach. UCA may terminate upon three (3) days written notice.

16. Termination for Convenience. UCA may, without cause, terminate this Contract upon three (3) days prior written notice. Upon such termination, Contractor’s sole remedy is payment on a percentage-completion basis for Work properly completed to the date of termination.

17. Disputes. Utah Administrative Code § R23-26 is incorporated by reference. The Contract shall be governed by the law of the State of Utah. Each party shall bear its own attorneys’ fees, costs, and expenses.

18. Notices. Delivery of notices to Contractor shall be deemed complete when emailed to Contractor’s email or mailed to Contractor’s address. Notices from Contractor shall be emailed to the UCA Project Manager.

19. Assignment. Contractor shall not assign this Contract without the written permission of UCA.

20. Third Party Rights. Except for third parties expressly indemnified under this Contract, nothing in this Contract shall create a contractual relationship or cause of action in favor of a third party.

21. Successors and Assigns. This Contract shall be binding upon and inure to the benefit of the successors, transferees, assigns, and heirs of UCA and Contractor.

22. Interpretation / Severability. In interpreting this Contract, there shall be no presumption or standard of construction in favor of or against either UCA or Contractor.

23. Entire Agreement. This Contract represents the entire and integrated agreement between UCA and Contractor and supersedes prior negotiations, representations, or agreements, either written or oral.