SG Form-General Conditions 09.04.2025 Page 1

GENERAL CONDITIONS INDEX

1 Definitions 2 Additional Instructions and Detail Drawings 3 Schedules, Reports, and Records 4 Drawings and Specifications 5 Shop Drawings and Samples 6 Materials, Services and Facilities 7 Inspection and Testing 8 Substitutions 9 Patents 10 Surveys, Permits, Regulations 11 Protection of Work, Property, Persons 12 Supervision by Contractor 13 Changes in the Work 14 Changes in Contract Price 15 Time for Completion and Liquidated Damages 16 Correction of Work 17 Subsurface Conditions 18 Suspension of Work, Termination and Delay 19 Payments to Contractor 20 Acceptance of Final Payment as Release 21 Insurance 22 Contract Security 23 Assignments 24 Indemnification 25 Separate Contracts 26 Subcontracting 27 Inspecting Officer's Authority 28 Land and Rights-of-Way 29 Guarantee 30 Taxes 31 Construction Staking 32 Safety and Health 33 References 34 Site Examination 35 Coordination with Existing Trades 36 Public Safety and Traffic Control 37 Project Meetings 38 Operations within the Right-of-Way 39 Temporary Facilities and Utilities 40 Contract Closeout 41 Breach of Contract 42 Compliance Certification of Legal Work Status

SG Form-General Conditions 09.04.2025 Page 2

GENERAL CONDITIONS

1. DEFINITIONS

1.1. Wherever used in the CONTRACT DOCUMENTS, the following terms shall have the meanings indicated which shall be applicable to both the singular and plural thereof:

1.2. ADDENDA - Written or graphic instruments issued prior to the execution of the

Agreement which modify or interpret the CONTRACT DOCUMENTS, DRAWINGS and SPECIFICATIONS, by additions, deletions, clarifications or corrections.

1.3. BID - The offer or proposal of the BIDDER submitted on the prescribed form setting forth the prices for the WORK to be performed.

1.4. BIDDER - Any person, firm or corporation submitting a BID for the WORK.

1.5. BONDS - Bid, Performance, and Payment Bonds and other instruments of security, furnished by the CONTRACTOR and his surety in accordance with the CONTRACT

DOCUMENTS.

1.6. CHANGE ORDER - A written order to the CONTRACTOR authorizing an addition, deletion or revision in the WORK within the general scope of the CONTRACT DOCUMENTS, or authorizing an adjustment in the CONTRACT PRICE or

CONTRACT TIME.

1.7. CITY – The City of St. George.

1.8. CITY’S REPRESENTATIVE – Name

175 E 200 N St. George, UT 84770

435-Phone #

1.9. CONTRACT DOCUMENTS – The documents listed as contract documents in the agreement signed by the parties.

1.10. CONTRACT PRICE - The total monies payable to the CONTRACTOR under the terms and conditions of the CONTRACT DOCUMENTS.

1.11. CONTRACT TIME - The number of calendar days stated in the CONTRACT

DOCUMENTS for the completion of the WORK.

1.12. CONTRACTOR - The person, firm or corporation with whom the CITY has executed the Agreement.

1.13. 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 a licensed professional Landscape Architect, Architect, or Engineer and reviewed and approved by the INSPECTING OFFICER.

1.14. INSPECTING OFFICER - The person designated by the City of St. George.

1.15. FIELD ORDER - A written order effecting a change in the WORK not involving an adjustment in the CONTRACT PRICE or an extension of the CONTRACT TIME, issued by the INSPECTING OFFICER to the CONTRACTOR during construction.

1.16. NOTICE OF AWARD - The written notice of the acceptance of the BID from the CITY to the successful BIDDER.

1.17. NOTICE TO PROCEED - Written communication issued by the CITY to the CONTRACTOR authorizing him to proceed with the WORK and establishing the date of commencement of the WORK.

1.18. PROJECT - The undertaking to be performed as provided in the CONTRACT

DOCUMENTS.

1.19. SHOP DRAWINGS - All drawings, diagrams, illustrations, brochures, schedules and other data which are prepared by the CONTRACTOR, a SUBCONTRACTOR, SG Form-General Conditions 09.04.2025 Page 3 manufacturer, SUPPLIER or distributor, which illustrate how specific portions of the WORK shall be fabricated or installed, or as described below:

1.19.1. Shop drawings are drawings, diagrams, illustrations, schedules, performance charts, brochures, and other data which are prepared by CONTRACTOR or any SUBCONTRACTOR, manufacturer, supplier, or distributor. Shop drawings illustrate some portion of the WORK and confirm dimensions and conformance to Contract Documents.

1.19.2. Samples are physical examples furnished by CONTRACTOR to illustrate materials, equipment, color, or workmanship and to assist in the establishment of standards by which the WORK will be judged.

1.20. SPECIFICATIONS OR TECHNICAL SPECIFICATIONS - A part of the CONTRACT DOCUMENTS consisting of written descriptions of a technical nature about the materials, equipment, construction systems, standards and workmanship.

1.21. SUBCONTRACTOR - An individual, firm or corporation having a direct contract with the CONTRACTOR or with any other SUBCONTRACTOR for the performance of a part of the WORK at the site.

1.22. SUBSTANTIAL COMPLETION - That date as certified by the INSPECTING OFFICER 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.

Obtaining a certificate of occupancy does not mean the WORK has reached

SUBSTANTIAL COMPLETION.

1.23. SUPPLEMENTAL GENERAL CONDITIONS - Modifications to General Conditions required for participation in the PROJECT and approved in writing prior to inclusion in the CONTRACT DOCUMENTS, or such requirements that may be imposed by applicable state laws.

1.24. SUPPLIER - Any person or organization who supplies materials or equipment for the WORK, including that fabricated to a special design, but who does not perform labor at the site.

1.25. WORK - All labor necessary to produce the construction required by the CONTRACT DOCUMENTS, and all materials and equipment incorporated or to be incorporated in the PROJECT.

1.26. WRITTEN NOTICE - Any notice to any party of the Agreement relative to any part of this Agreement in writing and considered delivered and the service thereof completed, when posted by certified or registered mail to the said party at his last given address, or delivered in person to said party or his authorized representative on the WORK.

2. ADDITIONAL INSTRUCTIONS AND DETAIL DRAWINGS

2.1. The CONTRACTOR may be furnished additional instructions and detail drawings by the INSPECTING OFFICER as necessary to carry out the WORK required by the

CONTRACT DOCUMENTS.

2.2. The additional drawings and instruction thus supplied will become a part of the CONTRACT DOCUMENTS. The CONTRACTOR shall carry out the WORK in accordance with the additional detail drawings and instructions.

3. SCHEDULES, REPORTS AND RECORDS

3.1. The CONTRACTOR shall submit to the CITY such schedule of quantities and costs, progress schedules, payrolls, reports, estimates, records and other data where

SG Form-General Conditions 09.04.2025 Page 4 applicable when requested by the CITY for the WORK to be performed.

3.2. Prior to the first partial payment request the CONTRACTOR shall submit construction progress schedules showing the order in which he proposes to carry on the WORK, including dates at which he will start the various parts of the WORK, estimated date of completion of each part and as applicable:

3.2.1. The dates at which special detail drawings will be required; and

3.2.2. Respective dates for submission of SHOP DRAWINGS, the beginning of manufacture, the testing and the installation of materials, supplies and equipment.

4. DRAWINGS AND SPECIFICATIONS

4.1. The intent of the DRAWINGS and SPECIFICATIONS 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 CITY.

4.2. In case of conflict between the DRAWINGS and SPECIFICATIONS, the SPECIFICATIONS shall govern. Figure dimensions on DRAWINGS shall govern over scale dimensions, and detailed DRAWINGS shall govern over general

DRAWINGS.

4.3. Any discrepancies found between the DRAWINGS and SPECIFICATIONS and site conditions or any inconsistencies or ambiguities in the DRAWINGS or SPECIFICATIONS shall be immediately reported to the INSPECTING OFFICER, 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 shall be done at the CONTRACTOR'S risk.

5. SHOP DRAWINGS AND SAMPLES

5.1. The CONTRACTOR shall provide SHOP DRAWINGS as may be necessary for the prosecution of the WORK as required by the CONTRACT DOCUMENTS. The INSPECTING OFFICER shall promptly review all SHOP DRAWINGS. The INSPECTING OFFICER'S approval of any SHOP DRAWING shall not release the CONTRACTOR from responsibility for deviations from the CONTRACT DOCUMENTS. The approval of any SHOP DRAWING which substantially deviates from the requirement of the CONTRACT DOCUMENTS shall be evidenced by a

CHANGE ORDER.

5.2. When submitted for the INSPECTING OFFICER'S review, SHOP DRAWINGS shall bear the CONTRACTOR'S certification that he has reviewed, checked and approved the SHOP DRAWINGS and that they are in conformance with the requirements of the

CONTRACT DOCUMENTS.

5.3. Portions of the WORK requiring a SHOP DRAWING or sample submission shall not begin until the SHOP DRAWING or submission has been approved by the INSPECTING OFFICER. A copy of each approved SHOP DRAWING and each approved sample shall be kept in good order by the CONTRACTOR at the site and shall be available to the INSPECTING OFFICER.

5.4. Procedure: CONTRACTOR shall review and designate (stamp) his approval and submit to CITY’S REPRESENTATIVE, with reasonable promptness and in orderly sequence, all shop drawings and samples required by the Contract Documents. Three

SG Form-General Conditions 09.04.2025 Page 5 copies of the Drawings are required. CONTRACTOR shall bear cost of reproducing copies of shop drawings required by all concerned.

5.5. By approving shop drawings and samples, CONTRACTOR thereby represents that he has determined and verified all field measurements, field construction criteria, materials, catalog numbers, and similar data, or will do so, and that he has checked and coordinated each shop drawing and sample with requirements of the WORK and of the Contract Documents.

5.6. No WORK requiring a shop drawing or sample submission shall be commenced until submission has been approved by CITY’S REPRESENTATIVE.

5.7. Samples.

5.7.1. Where specified or required, CONTRACTOR shall submit samples to CITY’S

REPRESENTATIVE together with specification material, affidavits, and other documentation as may be required by CITY’S REPRESENTATIVE.

5.7.2. It is the CONTRACTOR'S specific responsibility to ascertain that samples submitted have been checked and approved by him.

5.7.3. Cost of samples, together with transportation, delivery, and any other costs, shall be borne by CONTRACTOR. Samples shall be retained in the office of the CITY’S REPRESENTATIVE until completion of the Project.

5.7.4. Where samples are specifically required to be submitted for approval, no WORK involving the sampled materials shall proceed until written approval has been obtained from CITY’S REPRESENTATIVE.

5.8. Review of shop drawings and Samples by CITY’S REPRESENTATIVE shall not be construed as a complete check but will indicate only that the general method of construction and detailing is satisfactory. Review of such drawings and samples will not relieve CONTRACTOR of responsibility for any error which may exist in the Submittals.

6. MATERIALS, SERVICES AND FACILITIES

6.1. 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, water, 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.

Materials incorporated into Project shall be new, except as otherwise indicated in the Specifications, of specified quality, and furnished in sufficient quantity to facilitate proper and speedy execution of the WORK. CONTRACTOR shall, if requested, furnish evidence of the quality of any materials. Materials not meeting the requirements of the Contract Documents shall be removed from the Project by CONTRACTOR without expense to CITY.

6.2. Materials and equipment shall be so stored as to insure the preservation of their quality and fitness for the WORK. Stored materials and equipment to be incorporated in the WORK shall be located so as to facilitate prompt inspection.

6.2.1. Materials shall be delivered to the site in original packaging with labels and trademarks intact, and such labels and trademarks shall remain intact until used.

6.2.2. CONTRACTOR shall confine his apparatus, storage of materials, and opera-tions of his workmen to limits indicated by law, ordinances, and permits and shall arrange and maintain parking of vehicles and storage of materials in an

SG Form-General Conditions 09.04.2025 Page 6 orderly manner leaving all walks, driveways, roads, and entrances, unencumbered.

6.3. All equipment on site shall be protected from physical damage and from the elements.

All rotating equipment shall be rotated four turns once each week during construction.

6.4. Manufactured articles, materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned as directed by the manufacturer.

6.5. Materials, supplies and equipment shall be in accordance with samples submitted by the CONTRACTOR and approved by the INSPECTING OFFICER.

6.6. Materials, supplies or equipment to be incorporated into the WORK 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. INSPECTION AND TESTING

7.1. All materials and equipment used in the construction of the PROJECT shall be subject to adequate inspection and testing in accordance with generally accepted standards, as required and defined in the CONTRACT DOCUMENTS.

7.2. The CITY shall provide all inspection and testing services not required by the

CONTRACT DOCUMENTS.

7.3. The CONTRACTOR shall provide at his expense the testing and inspection services required by the CONTRACT DOCUMENTS unless otherwise stated in the

CONTRACT DOCUMENTS.

7.4. If the CONTRACT DOCUMENTS, laws, ordinances, rules, regulations or orders of any public authority having jurisdiction require any WORK to specifically be inspected, tested, or approved by someone other than the CONTRACTOR, the CONTRACTOR will give the INSPECTING OFFICER timely notice of readiness. The CONTRACTOR will then furnish the INSPECTING OFFICER the required certificates of inspection, testing or approval.

7.5. Inspections, tests or approvals by the INSPECTING OFFICER or others shall not relieve the CONTRACTOR from his obligations to perform the WORK in accordance with the requirements of the CONTRACT DOCUMENTS.

7.6. The INSPECTING OFFICER and his representatives will at all times have access to the WORK. In addition, authorized representatives and agents of the CITY or any participating Federal or state agency shall be permitted to inspect all work, materials, payrolls, records of personnel, invoices of materials, and other relevant data and records. The CONTRACTOR will provide proper facilities for such access and observation of the WORK and also for any inspection, or testing thereof.

7.7. If any WORK is covered prior to inspections, tests, or approval or contrary to the CONTRACT DOCUMENTS it must, if requested by the INSPECTING OFFICER, be uncovered for his observation and replaced at the CONTRACTOR'S expense.

7.8. If the INSPECTING OFFICER considers it necessary or advisable that covered WORK be inspected or tested by others, the CONTRACTOR, at the INSPECTING OFFICER'S request, will uncover, expose or otherwise make available for observation, inspection or testing as the INSPECTING OFFICER may require, that portion of the WORK in question, furnishing all necessary labor, materials, tools, and equipment. If it is found that such WORK is defective, the CONTRACTOR will 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

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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 shall be issued.

8. SUBSTITUTIONS

8.1. Whenever a material, article or piece or equipment is identified on the DRAWINGS or

SPECIFICATIONS by reference to brand name or catalogue number, it shall be understood that this is referenced for the purpose of defining the performance or other salient requirements and that other products of equal capacities, quality and function shall be considered. The CONTRACTOR may, by written request with supporting documentation, recommend the substitution of a material, article, or piece of equipment of equal substance and function for those referred to in the CONTRACT DOCUMENTS by reference to brand name or catalogue number, and if, in the opinion of the INSPECTING OFFICER, such material, article, or piece of equipment provides equal or better level of performance than that expected from the originally specified material, article, or piece of equipment at equal or less cost to the CITY, and provides an equal or better warranty and service conditions, such materials, articles, and pieces of equipment may be considered for substitution. Such consideration on the part of the INSPECTING OFFICER does not constitute agreement to or approval of any substituted materials, articles, or pieces of equipment. The written request for substitution shall include a statement that CONTRACTOR accepts responsibility for any and all adjustments to the rest of the project to accommodate the proposed substitution, including any additional costs created by the change.

8.2. INSPECTING OFFICER retains the right to reject any and all materials, articles, and pieces of equipment offered for consideration as substitutes for those originally specified, and may require the CONTRACTOR to install all materials, articles, and pieces of equipment as originally specified.

8.3. When several materials are specified in the Contract Documents by name for one use, CONTRACTOR may select any one of those so specified. The mixing of several products specified by name for one use is prohibited.

8.4. Wherever an item or class of material is specified exclusively by trade name, by name of maker, or by catalog reference, use such item only unless CITY’S REPRESENTATIVE’S approval for a substitution is secured. Items and material not specified in the Contract Documents and installed in the WORK shall be removed and replaced by specified items and material at no additional cost to CITY and for no additional time added to Contract.

9. PATENTS

The CONTRACTOR shall pay all applicable royalties and license fees. He shall defend all suits or claims for infringement of any patent rights and save the CITY harmless from loss on account thereof, except that the CITY shall be responsible for any such loss when a particular process, design, or the product of a particular manufacturer or manufacturers is specified, however if the CONTRACTOR has reason to believe that the design, process or product specified is an infringement of a patent, he shall be responsible for such loss unless he promptly gives such information to the INSPECTING OFFICER.

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10. SURVEYS, PERMITS, REGULATIONS

10.1. The CITY shall furnish all boundary and topographic surveys, establish a point of beginning, and provide a plan showing the basic data necessary for locating the principal component parts of the WORK together with a suitable number of bench marks adjacent to the WORK as shown in the CONTRACT DOCUMENTS. From the information provided by the CITY, unless otherwise specified in the CONTRACT DOCUMENTS, the CONTRACTOR shall develop and make all detail surveys needed for construction such as slope stakes, batter boards, stakes for pile locations and other working points, lines, elevations and cut sheets.

10.2. The STAKING AND LAYOUT PLAN shall be the responsibility of the CONTRACTOR in coordination with the CITY.

10.3. The CONTRACTOR shall carefully preserve bench marks, reference points and stakes and, in case of willful or careless destruction, the CONTRACTOR shall be charged with the resulting expense, which expense shall include the cost of all labor and materials necessary to repair the damage, and the CONTRACTOR shall be responsible to remedy any mistakes that may be caused by their unnecessary loss or disturbance.

10.4. Permits and licenses necessary and required for the prosecution of the WORK shall be secured and paid for by the CONTRACTOR unless otherwise stated in the CONTRACT DOCUMENTS. Such permits and documents shall include but not be limited to a City business license or registration, the SWPPP (Storm Water Pollution Prevention Plan), NOI (Notice of Intent which is part of the SWPPP ), Air Quality Control Permit, Grading Permit, Building Permit, Encroachment permit, and NOT (Notice of Termination of the Stormwater Permit). Easements shall be secured and paid for by the CITY, unless otherwise specified in the CONTRACT DOCUMENTS.

The CONTRACTOR shall give all notices and comply with all laws, ordinances, rules and regulations bearing on the conduct of the WORK as drawn and specified. If the CONTRACTOR observes that the CONTRACT DOCUMENTS are at variance therewith, he shall promptly notify the INSPECTING OFFICER in writing, and any necessary changes shall be adjusted as provided in Section 13, CHANGES IN THE

WORK.

11. PROTECTION OF WORK, PROPERTY AND PERSONS

11.1. The CONTRACTOR will be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the WORK. He will take all necessary precautions for the safety of, and will 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.

11.2. The CONTRACTOR will comply with all applicable laws, ordinances, rules, regulations and orders of any public body having jurisdiction. He will erect and maintain, as required by the conditions and progress of the WORK, all necessary safeguards for safety and protection. He will notify owners of adjacent utilities when prosecution of the WORK may affect them. The CONTRACTOR will remedy all damage, injury or loss to any property caused, directly or indirectly, in whole or in part, SG Form-General Conditions 09.04.2025 Page 9 by the CONTRACTOR, any SUBCONTRACTOR or anyone directly or indirectly employed by any of them or anyone for whose acts any of them be liable, except damage or loss attributable to the fault of the CONTRACT DOCUMENTS or to the acts or omissions of the CITY or the INSPECTING OFFICER or anyone employed by either of them or anyone for whose acts either of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of the

CONTRACTOR.

11.3. In emergencies affecting the safety of persons or the WORK or property at the site or adjacent thereto, the CONTRACTOR, without special instruction or authorization from the INSPECTING OFFICER or CITY, shall act to prevent threatened damage, injury or loss. He will give the INSPECTING OFFICER prompt WRITTEN NOTICE of significant changes in the WORK or deviations from the CONTRACT DOCUMENTS caused thereby, and a CHANGE ORDER shall thereupon be issued covering the changes and deviations involved.

12. SUPERVISION BY CONTRACTOR

The CONTRACTOR will supervise and direct the WORK. He will be solely responsible for the means, methods, techniques, sequences and procedures of construction. The CONTRACTOR will 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 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 as required to perform adequate supervision and coordination of the WORK.

13. CHANGES IN THE WORK

13.1. The CITY may at any time, as the need arises, order changes within the scope of the

WORK without invalidating the Agreement. If such changes increase or decrease the amount due under the CONTRACT DOCUMENTS, or in the time required for performance of the WORK, an equitable adjustment shall be authorized by

CHANGE ORDER.

13.2. The INSPECTING OFFICER, also may at any time, by issuing a FIELD ORDER, make changes in the details of the WORK. The CONTRACTOR shall proceed with the performance of any changes in the WORK so ordered by the INSPECTING OFFICER unless the CONTRACTOR believes that such FIELD ORDER entitles him to a change in CONTRACT PRICE or TIME, or both, in which event he shall give the INSPECTING OFFICER WRITTEN NOTICE thereof within seven (7) days after the receipt of the ordered change. Thereafter the CONTRACTOR shall document the basis for the change in CONTRACT PRICE or TIME within thirty (30) days. The CONTRACTOR shall not execute such changes pending the receipt of an executed CHANGE ORDER or further instruction from the CITY.

14. CHANGES IN CONTRACT PRICE

14.1. The CONTRACT PRICE may be changed only by a CHANGE ORDER. The value of any work covered by a CHANGE ORDER or of any claim for increase of decrease in the CONTRACT PRICE shall be determined by one or more of the following methods in the order of precedence listed below:

SG Form-General Conditions 09.04.2025 Page 10

14.1.1. Unit prices previously approved;

14.1.2. An agreed lump sum; or

14.1.3. The actual cost for labor, direct overhead, materials, supplies, equipment, and other services necessary to complete the work. In addition there shall be added an amount to be agreed upon but not to exceed fifteen (15) percent of the actual cost of the WORK to cover the cost of general overhead and profit.

15. TIME FOR COMPLETION AND LIQUIDATED DAMAGES

15.1. The date of beginning and the time for completion of the WORK are essential conditions of the CONTRACT DOCUMENTS and the WORK embraced shall be commenced on a date specified in the NOTICE TO PROCEED.

15.2. The CONTRACTOR will proceed with the WORK at such rate of progress to insure full completion within the CONTRACT TIME. It is expressly understood and agreed, by and between the CONTRACTOR and the CITY, that the CONTRACT TIME for the completion of the WORK described herein is a reasonable time, taking into consideration the average climatic and economic conditions and other factors prevailing in the locality of the WORK.

15.3. If the CONTRACTOR shall fail to complete the WORK within the CONTRACT TIME, or extension of time granted by the CITY, then the CONTRACTOR will pay to the CITY the amount for LIQUIDATED DAMAGES as specified in the BID for each calendar day that the CONTRACTOR shall be in default after the time stipulated in the

CONTRACT DOCUMENTS.

15.4. The CONTRACTOR shall not be charged with LIQUIDATED DAMAGES or any excess cost when the delay in completion of the WORK is due to the following and the CONTRACTOR has promptly given WRITTEN NOTICE of such delay to the CITY or

INSPECTING OFFICER.

15.4.1. To any preference, priority or allocation order duly issued by the CITY;

15.4.2. To unforeseeable causes beyond the control and without the fault or negligence of the CONTRACTOR, including but not restricted to acts of God, or of the public enemy, acts of the CITY, acts of another CONTRACTOR in the performance of a contract with the CITY, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and abnormal and unforeseeable weather; and

15.4.3. To any delays of SUBCONTRACTORS occasioned by any of the causes specified in paragraphs 15.4.1 and 15.4.2 of this article.

15.5. Failure to make repairs to deficiencies throughout the Guaranty Period within 10 days after the monthly inspection will result in the assessment of LIQUIDATED DAMAGES at the rate specified in the BID.

15.6. Failure to remove and / or replace defective or rejected materials and WORK found not in compliance with the CONTRACT DOCUMENTS, as specified in Section 16 - CORRECTION OF WORK, within TEN DAYS (10) after receipt of WRITTEN NOTICE given by the INSPECTING OFFICER will result in the assessment of LIQUIDATED DAMAGES at the rate specified in the BID.

15.7. The conditions specified in 15.5 and 15.6 and the rates specified in the Bid are cumulative and are in addition to any LIQUIDATED DAMAGES assessed in accordance with 15.1, 15.2, 15.3, and 15.4 that may be associated with the overall Contract Time.

SG Form-General Conditions 09.04.2025 Page 11

16. CORRECTION OF WORK

16.1. The CONTRACTOR shall promptly remove from the premises all WORK rejected by the INSPECTING OFFICER 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 CITY and shall bear the expense of making good all WORK of other CONTRACTORS destroyed or damaged by such removal or replacement.

16.2. 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 ten

(10) days after receipt of WRITTEN NOTICE, CONTRACTOR shall be assessed LIQUIDATED DAMAGES as specified in the CONTRACT DOCUMENTS. CITY has the right to remove the WORK and store the materials at the expense of

CONTRACTOR.

17. SUBSURFACE CONDITIONS

17.1. The CONTRACTOR shall promptly, and before such conditions are disturbed, except in the event of an emergency, notify the CITY by WRITTEN NOTICE of:

17.1.1. Subsurface or latent physical conditions at the site differing materially from those indicated in the CONTRACT DOCUMENTS; or

17.1.2. 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.

17.2. The CITY shall promptly investigate the conditions, and if it finds that such conditions do so materially differ and cause an increase or decrease in the cost of, or in the time required for, performance of the WORK, an equitable adjustment shall be modified by a CHANGE ORDER. Any claim of the CONTRACTOR for adjustment hereunder shall not be allowed unless he has given the required WRITTEN NOTICE; provided that the CITY may, if he determines the facts so justify, consider and adjust any such claims asserted before the date of final payment.

18. SUSPENSION OF WORK, TERMINATION AND DELAY

18.1. The CITY may suspend the WORK or any portion thereof for a period of not more than ninety days or such further time as agreed upon by the CONTRACTOR, by WRITTEN NOTICE to the CONTRACTOR and the INSPECTING OFFICER which notice shall fix the date on which WORK shall be resumed. The CONTRACTOR will resume that WORK on the date so fixed. The CONTRACTOR will be allowed an increase in the CONTRACT PRICE or an extension of the CONTRACT TIME, or both, directly attributable to any suspension.

18.2. If 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 SUBCONTRACTOR or for labor, materials or equipment or if he disregards laws, ordinances, rules, SG Form-General Conditions 09.04.2025 Page 12 regulations or orders of any public body having jurisdiction of the WORK or if he disregards the authority of the INSPECTING OFFICER, or if he otherwise violates any provision of the CONTRACT DOCUMENTS, then the CITY may, without prejudice to any other right or remedy and after giving the CONTRACTOR and his surety a minimum of ten (10) days from delivery of a WRITTEN NOTICE, terminate the services of the CONTRACTOR and take possession of the PROJECT and of all materials, equipment, tools, construction equipment and machinery thereon owned by the CONTRACTOR, and finish the WORK by whatever method he may deem expedient. In such case the CONTRACTOR shall not be entitled to receive any further payment until the WORK is finished. If the unpaid balance of the CONTRACT PRICE exceeds the direct and indirect costs of completing the PROJECT, including compensation for additional professional services, such excess SHALL BE PAID TO THE CONTRACTOR. If such cost exceeds such unpaid balance, the CONTRACTOR will pay the difference to the CITY. Such costs incurred by the CITY will be determined by the INSPECTING OFFICER and incorporated in a CHANGE ORDER.

18.3. Where the CONTRACTOR'S services have been so terminated by the CITY, said termination shall not affect any right of the CITY against the CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of monies by the CITY due the CONTRACTOR will not release the CONTRACTOR from compliance with the CONTRACT DOCUMENTS.

18.4. After ten (10) days from delivery of a WRITTEN NOTICE to the CONTRACTOR and the INSPECTING OFFICER, the CITY may, without cause and without prejudice to any other right or remedy, elect to abandon the PROJECT and terminate the Contract.

In such case, the CONTRACTOR shall be paid for all WORK executed and any expense sustained plus reasonable profit.

18.5. If, through no act or fault of the CONTRACTOR, the WORK is suspended for a period of more than ninety (90) days by the CITY or under an order of court or other public authority, or the INSPECTING OFFICER fails to act on any request for payment within thirty (30) days after it is submitted, or the CITY fails to pay the CONTRACTOR substantially the sum approved by the INSPECTING OFFICER within thirty (30) days of its approval and presentation, then the CONTRACTOR may, after ten (10) days from delivery of a WRITTEN NOTICE to the CITY and the INSPECTING OFFICER, terminate the CONTRACT and recover from the CITY payment for all WORK executed and all expenses sustained. In addition and in lieu of terminating the CONTRACT, if the INSPECTING OFFICER has failed to act on a request for payment or if the CITY has failed to make any payment as aforesaid, the CONTRACTOR may upon ten (10) days written notice to the CITY and the INSPECTING OFFICER stop the WORK until he has been paid all amounts then due, in which event and upon resumption of the WORK, CHANGE ORDERS shall be issued for adjusting the CONTRACT PRICE or extending the CONTRACT TIME or both to compensate for the costs and delays attributable to the stoppage of the WORK.

18.6. If the performance of all or any portion of the WORK is suspended, delayed, or interrupted as a result of a failure of the CITY or INSPECTING OFFICER to act within the time specified in the CONTRACT DOCUMENTS, or if no time is specified, within a reasonable time, an adjustment in the CONTRACT PRICE or an extension of the CONTRACT TIME, or both, shall be made by CHANGE ORDER to compensate the CONTRACTOR for the costs and delays necessarily caused by the failure of the CITY or INSPECTING OFFICER.

SG Form-General Conditions 09.04.2025 Page 13

19. PAYMENTS TO CONTRACTORS

19.1. REQUEST FOR PAYMENT. Payment request shall be submitted on CITY'S standard payment request form. The breakdown shall follow the trade Divisions of the Specification and each item there under shall include its pro rata part of overhead and profit so the sum of the items equal the contract price. The breakdown will correspond exactly to items of WORK in the schedule including WORK of SUBCONTRACTORS.

19.1.1. PROGRESS PAYMENTS. The following general requirements shall be met:

19.1.1.1. CONTRACTOR shall submit to INSPECTING OFFICER three (3) copies of an itemized request for payment or partial payment for work completed in accordance with the terms of the Contract. The request for payment shall not be submitted more than once a month and must be on forms approved by CITY.

19.1.1.2. The request shall be supported by data substantiating CONTRACTOR's right to payment as CITY may require. Said data may include, but is not limited to, copies of requisitions from Subcontractors, invoices for material purchased, timecards for employees, proof of payment to Subcontractors and photographs clearly showing the work for which payment is requested.

19.1.1.3. The request may include requests for payment pursuant to approved Change Orders or Construction Change Directives.

19.1.1.4. The request may not include requests for payment for portions of the work performed by a Subcontractor when CONTRACTOR does not intend to pay a Subcontractor because of a dispute or other reason.

CONTRACTOR shall notify CITY of intent not to pay a Subcontractor and clearly state the reasons for nonpayment.

19.1.1.5. In executing the request for payment, CONTRACTOR shall attest that CONTRACTOR’S employees and Subcontractors involved with prior requests for payment have been paid, unless CONTRACTOR provides a detailed explanation why such payment may not have occurred. CONTRACTOR shall require each Subcontractor to sign a “Conditional Waiver and Release Upon Progress Payment” and a Certificate of Legal Work Status at the time Subcontractor is paid and shall provide a copy of both documents to CITY. CONTRACTOR shall also sign a “Conditional Waiver and Release Upon Progress Payment” and a Certificate of Legal Work Status and submit them with each request for payment.

19.1.2. PAYMENT FOR MATERIAL AND EQUIPMENT. If payment is

requested on the basis of materials and equipment not incorporated in the work, but delivered and suitably stored at or near the site the payment request shall be conditioned upon compliance by CONTRACTOR with procedures satisfactory to CITY to establish CITY’s title to such materials and equipment or otherwise protect CITY’s interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site.

CITY may require copies of invoices or other suitable documentation.

19.1.3. CONTINUE WORK EVEN IF PAYMENT DISPUTED. If

CONTRACTOR disputes any determination by INSPECTING OFFICER with

SG Form-General Conditions 09.04.2025 Page 14 regard to any Certification of Payment, CONTRACTOR nevertheless shall expeditiously continue to perform the work as set out in the Contract.

19.1.4. CONTRACTOR’S RESPONSIBILITY FOR SUBCONTRACTOR.

CONTRACTOR shall promptly pay each Subcontractor, upon receipt of payment from CITY, out of the amount paid to CONTRACTOR on account of such Subcontractor's portion of the work, the amount to which said Subcontractor is entitled. CONTRACTOR shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payment to its Subcontractors in a similar manner.

19.1.5. CERTIFICATE, PAYMENT OR USE NOT ACCEPTANCE OF

IMPROPER WORK. A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by CITY shall not constitute acceptance of work that is not in accordance with the Contract Documents.

19.1.6. CONDITIONS FOR FINAL PAYMENT. Upon completion and acceptance of the work, CONTRACTOR shall submit to INSPECTING OFFICER, to the extent required by INSPECTING OFFICER, the following:

19.1.6.1. An affidavit that payrolls, bills for material and equipment, and other indebtedness connected with the work for which CITY or CITY’s property might be responsible or encumbered have been paid or otherwise satisfied;

19.1.6.2. A current or additional certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days prior written notice, by certified mail, return receipt requested, has been given to CITY;

19.1.6.3. A written statement that CONTRACTOR knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents;

19.1.6.4. If requested by surety in a timely manner or by CITY, consent of surety, to final payment;

19.1.6.5. Receipt of Record Drawings, the warranties, instructions, operation and maintenance manuals, and training videos required to be furnished by the Contract Documents; and

19.1.6.6. Other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by CITY. If a Subcontractor refuses to furnish a release or waiver required by CITY, CITY may require consent of Surety to the final payment. If such liens, claims, security interests or encumbrances remain unsatisfied after payments are made, CONTRACTOR shall refund to CITY all money that CITY may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.

19.1.6.7. After INSPECTING OFFICER has reviewed the items submitted, INSPECTING OFFICER shall issue a Certificate for Payment attached to the final payment request and shall include a Final

SG Form-General Conditions 09.04.2025 Page 15

Acceptance Letter that the work has been accepted by INSPECTING OFFICER under the conditions of the Contract Documents.

19.1.7. FINAL PAYMENT. In executing the request for final payment, CONTRACTOR shall provide a “Waiver and Release Upon Final Payment” signed by CONTRACTOR attesting that all subcontractors, laborers and material suppliers involved with prior requests for payment have been paid, and that all subcontractors, laborers and material suppliers upon which the final payment is based will be paid immediately unless CONTRACTOR provides a detailed explanation why such payments have not occurred or will not occur.

CONTRACTOR shall also submit a Certificate of Legal Work Status a copy of which shall be given to City. CONTRACTOR shall require each Subcontractor, vendor, and supplier to sign a “Waiver and Release Upon Final Payment” at the time Subcontractors are paid their final payment and shall provide a copy of the waiver to CITY. Subcontractors shall also submit a Certificate of Legal Work Status a copy of which shall be given to City. Retainage shall be released after receipt of all final waivers.

19.2. CERTIFICATES FOR PAYMENT.

19.2.1. SSUED BY INSPECTING OFFICER. INSPECTING OFFICER shall within ten (10) days after receipt of CONTRACTOR's request for payment, either issue to CITY a Certificate for Payment, with a copy to CONTRACTOR, for the amount requested, or notify CONTRACTOR and CITY in writing of INSPECTING OFFICER reasons for withholding certification in whole or in part.

19.2.2. REQUIREMENTS FOR ISSUANCE. INSPECTING OFFICER’s issuance of a Certificate for Payment shall constitute a representation to CITY that to the best of INSPECTING OFFICER’s knowledge, information and belief, based upon INSPECTING OFFICER’s observations at the site, reviewing supporting data such as but not limited to, copies of requisitions from Subcontractors, invoices for material purchased, timecards for employees, proof of payment to Subcontractors and color photographs clearly showing the work for which payment is requested, reviewing other data comprising the request for payment, and what is reasonably inferable from the observations and data, that the work has progressed to the point indicated in the request and that the quality of the work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by INSPECTING OFFICER. The issuance of a Certificate for Payment will further constitute a representation that CONTRACTOR is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that INSPECTING OFFICER has:

19.2.2.1. made exhaustive or continuous on-site inspections to check the quality or quantity of the work;

19.2.2.2. reviewed construction means, methods, techniques, sequences or procedures;

19.2.2.3. reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by CITY to substantiate CONTRACTOR's right to payment;

SG Form-General Conditions 09.04.2025 Page 16

19.2.2.4. ascertained how or for what purpose CONTRACTOR used money previously paid on account of Contract Sum; or

19.2.2.5. any duty to make such inquiries.

CONTRACTOR is solely responsible for and is not relieved of liability for compliance with the terms of this Contract.

19.2.3. DECISIONS TO WITHHOLD CERTIFICATION. INSPECTING

OFFICER may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect CITY, if in INSPECTING OFFICER’s judgment the representations to CITY required above cannot be made. If INSPECTING OFFICER is unable to certify payment in the amount of the request, INSPECTING OFFICER shall notify CONTRACTOR and CITY. If CONTRACTOR and INSPECTING OFFICER cannot agree on a revised amount, INSPECTING OFFICER shall promptly issue a Certificate for Payment for the amount to which INSPECTING OFFICER is able to make such representations to CITY. INSPECTING OFFICER may decide not to certify any amount or, because of subsequently discovered evidence or observations, may nullify the whole or part of a Certificate for Payment previously issued, to such extent as may be necessary in INSPECTING OFFICER’s opinion to protect CITY from loss because of:

19.2.3.1. Defective work not remedied;

19.2.3.2. Third party claims filed or reasonable evidence indicating probable filing of such claims;

19.2.3.3. Failure of CONTRACTOR to make payments properly to

Subcontractors or for labor, materials or equipment;

19.2.3.4. Reasonable evidence that the work cannot be completed for the unpaid balance of the Contract Sum;

19.2.3.5. Damage to CITY or another CONTRACTOR;

19.2.3.6. Reasonable evidence that the work will not be completed within the

Contract Time, and that the unpaid balance would not be adequate to cover actual or LIQUIDATED DAMAGES for the anticipated delay; or

19.2.3.7. Failure to carry out the work in accordance with the Contract Documents.

19.2.4. CERTIFICATION ISSUED WHEN REASONS FOR WITHHOLDING

REMOVED. When the reasons for withholding certification are removed, certification will be made for the remaining amount requested.

19.3. CITY PAYMENT PROCEDURE.

19.3.1. TIME FOR PAYMENT. CITY shall pay any undisputed amount, less retainage, within thirty (30) days of the date that the request for payment was submitted to INSPECTING OFFICER. CITY is not required to pay any disputed amount until the dispute is resolved.

19.3.2. PAYMENT UPON SUBSTANTIAL COMPLETION. Upon substantial completion of the work or designated portion thereof and upon request by CONTRACTOR and certification by INSPECTING OFFICER, CITY may reduce the retainage to less than five (5) percent, if any, for such work or portion thereof which has not been completed. CITY may pay part of the retained

SG Form-General Conditions 09.04.2025 Page 17 portion of the payments to CONTRACTOR, continuing to retain up to 200% of the fair market value of the work that has not been completed in accordance with the Contract Documents.

19.3.3. FINAL PAYMENT. After receiving the Certificate for Payment with the final payment request, the entire balance due CONTRACTOR, less the retained percentages and less deductions that may be lawfully retained by CITY, shall be paid to CONTRACTOR within thirty (30) days of completion and acceptance of the work.

19.3.4. RETAINAGE. CITY shall retain five (5) percent of the amount of each payment until the final completion and acceptance of all work and after the CITY has received all items required for final payment, such as the Final Acceptance Letter and waivers.

19.3.5. HOLDBACKS.

19.3.5.1. FOR CLAIMS. CITY may withhold from payment to

CONTRACTOR such amounts as, in CITY’s judgment, may be necessary to pay claims against CONTRACTOR or Subcontractor at any tier for labor and services rendered and materials furnished in and about the work. CITY may apply such withheld amounts for the payment of such claims in CITY’s discretion. Payment so made by CITY shall be considered as payments made under this Contract by CITY to CONTRACTOR. CITY shall not be liable to CONTRACTOR for any such payment made in good faith. Such withholdings and payments may be made without prior approval of

CONTRACTOR.

19.3.5.2. FAILURE TO PERFORM OBLIGATIONS. CITY may

with…