5-GSD Contractors Agreement04.07.26.docx

CONTRACTOR’S AGREEMENT

with Granite School District

FOR: <project title> (the “Project”) <location> <address> <project city>, UT <project zip>

This CONTRACTOR’S AGREEMENT is effective as of <date>between the Granite School District, a political subdivision of the State of Utah (hereafter “GSD”) and the CONTRACTOR, <contractor’s name> a <Utah limited liability company/corporation> (hereafter “CONTRACTOR”), whose local address is:

<contractor’s name> <address> <city, UT zip code>

GSD and CONTRACTOR hereby agree to all provisions of this Agreement for the Project.

ARTICLE I

DOCUMENTS INCORPORATED BY REFERENCE

A. GSD GENERAL CONDITIONS.

1. The GSD General Conditions (“General Conditions”) and Supplemental General Conditions (“Supplemental General Conditions”), which are current as of the date of this Agreement and on file with GSD are incorporated by reference as if fully set forth in this Agreement and are a part of the Contract Documents (as defined in the General Conditions).

2. The CONTRACTOR and GSD shall be bound by the definitions and terms described in the General Conditions.

3. Unless the context provides otherwise, all definitions and interpretations of provisions of this Agreement shall be as stated in the General Conditions. In case of conflict between Contract Documents, the provisions of this Agreement and any amendment or attachment hereto shall govern. Any other conflict between Contract Documents shall be governed as set forth in the General Conditions.

B. SOLICITATION / PROCUREMENT DOCUMENTS AND REQUIREMENTS. The CONTRACTOR shall comply with the following:

1. State of Utah/GSD procurement requirements.

Granite School District Contractor’s Agreement Revision – April 07, 2026 [location] [project title] [date]

2. The GSD solicitation documents and CONTRACTOR submitted documents for this project are hereby incorporated by reference as part of this Agreement.

3. The procurement documents and Contract Documents.

C. ATTACHMENTS TO THIS AGREEMENT. All attachments to this Agreement are incorporated by reference as if fully set forth in this Agreement. Unless the context requires otherwise, any reference in this Agreement to an “Attachment” means such an item incorporated by reference to this Agreement.

ARTICLE II PROJECT TEAM

A. GSD REPRESENTATIVE. The GSD Representative is the person assigned by GSD to manage the Project and is the sole person authorized to act on behalf of GSD. The GSD Representative is Richard Tregeagle and may be changed pursuant to written notification from GSD.

B. DESIGNER. The Designer is designated as <Designer> and may be changed pursuant to written notification from GSD.

C. CONTRACTOR REPRESENTATIVE. The CONTRACTOR’S Designated Representative is and shall be authorized to act on the CONTRACTOR’s behalf and bind the CONTRACTOR in regard to the Project. CONTRACTOR’s Designated Representative is <insert name>. CONTRACTOR shall not change its Designated Representative without the written approval of GSD, which shall not be unreasonably withheld. CONTRACTOR shall not change its Site Superintendent without the written approval of GSD, which shall not be unreasonably withheld.

ARTICLE III CONTRACT SUM

A. CONTRACT SUM. GSD agrees to pay the CONTRACTOR for the Work, the total price of $ bid amount (the "Contract Sum").

B. CHANGES TO CONTRACT SUM. The parties intend that the Contract Sum include all labor, materials, equipment, supplies and other items necessary for the execution and completion of the Work. Payment of the Contract Sum is subject to additions or deductions in accordance with the provisions of the Contract Documents.

ARTICLE IV PAYMENT

A. PROGRESS PAYMENTS. GSD shall make progress payments on account of the Contract Sum to the CONTRACTOR as provided in the Contract Documents.

B. CHANGE ORDERS. Requests for change orders shall not be effective until and unless approved in writing by GSD as provided for in the Contract Documents.

C. FINAL PAYMENT. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by GSD to the CONTRACTOR when:

1. the CONTRACTOR has fully performed the Contract except for the CONTRACTOR's responsibility to correct Work as provided in the Contract Documents, and to satisfy other requirements, if any, which extend beyond final payment; and

2. a final Application for Payment has been submitted by CONTRACTOR and certified by the Designer.

ARTICLE V

BEGINNING AND COMPLETION DATE; LIQUIDATED DAMAGES

A. The CONTRACTOR acknowledges that the time limits set forth in the Contract Documents are of the essence, and by executing this Agreement the CONTRACTOR expressly agrees that the time limits set forth herein and in the Contract Documents are reasonable. If any additional time is allowed for the completion of any Work, the new time limit fixed by such extension shall be of the essence hereof and by allowing such additional time neither party waives the right to demand timely performance in the future.

B. Construction of the Work under the Contract Documents shall begin on or before <start date>, or five calendar days after GSD issues the purchase order for this Project, whichever is later, and shall be substantially completed by <completion date>.

C. The CONTRACTOR agrees that the Work shall be prosecuted regularly, diligently and without interruption at such rate of progress as will ensure substantial completion thereof in the time specified in this Agreement.

D. In the event the CONTRACTOR shall fail to substantially complete the Work within the time specified in this Agreement, or any extension thereof agreed to in writing signed by the GSD Representative and the CONTRACTOR, the CONTRACTOR expressly agrees as part of the consideration for the awarding of this Agreement to pay to GSD for each and every day that the Work shall remain uncompleted after said completion date the sum of $500.00 per calendar day as liquidated damages but not as penalty.

E. It is expressly understood and agreed by GSD and the CONTRACTOR that the time specified herein for completion of the Work and the amount of liquidated damages are fair and reasonable.

F. It is further expressly understood and agreed by GSD and the CONTRACTOR that in fixing the completion date and in determining the amount of the liquidated damages, the following factors, among others, have been taken into consideration:

1. the urgent need of GSD to have the Work completed by the time specified in order to fulfill its educational commitments;

2. the size, design and location of the Work;

3. the quantity, quality and probable availability of labor and material involved in the Work;

4. the total dollar amount of this Agreement;

5. the average climatic range, the customary weather for the time period of the Agreement and the usual customs and practices prevailing in the construction industry in this area;

6. the impossibility of ascertaining and fixing the actual damages GSD would sustain in the event of delay in the completion of the Work; and

7. the applicable laws and governmental rules and regulations.

ARTICLE VI PERFORMANCE OF WORK BY OWNER

A. GSD reserves the right to perform construction or operations related to the Project with GSD’s own forces and to award separate contracts in connection with portions of the Project or other construction or operations on the site.

B. GSD shall provide for coordination of the activities of GSD’s own forces and of each separate contractor with the Work of the CONTRACTOR, who shall cooperate with GSD and its forces. The CONTRACTOR shall participate with GSD in reviewing their construction schedules. The CONTRACTOR shall make any revisions to the Preliminary Project Schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the CONTRACTOR, any separate contractors, and GSD until subsequently revised.

C. CONTRACTOR agrees that GSD requires a minimum period of 48 hours in which to schedule its forces for performance of any required work. CONTRACTOR shall notify the GSD Representative via email not less than 48 hours in advance of the requested start of such work. Failure to provide the required 48 hours of notice may result in delays, which shall not be deemed a basis for CONTRACTOR’s recovery of additional costs or time from GSD and which may not be excused for purposes of the liquidated damages provisions of Article V above.

D. When GSD performs construction or operations related to the Project with GSD’s own forces, GSD shall be deemed to be subject to the same obligations and have the same rights that apply to CONTRACTOR under the Contract Documents.

E. If CONTRACTOR’s Work depends for proper execution or results upon construction or operations by GSD’s own forces or a separate contractor, the CONTRACTOR shall, prior to proceeding with that portion of the Work, promptly report to the GSD Representative, apparent discrepancies or defects in such construction that would render it unsuitable for such proper execution and results. Failure of the CONTRACTOR to so report shall constitute an acknowledgment that GSD’s or separate contractor’s completed or partially completed construction is fit and proper to receive the CONTRACTOR’s Work, except as to defects not then reasonably discoverable.

F. The CONTRACTOR shall reimburse GSD for costs GSD incurs that are payable to a separate contractor because of the CONTRACTOR’s delays, improperly timed activities or defective construction. GSD shall be responsible to the CONTRACTOR for costs the CONTRACTOR incurs because of a separate contractor’s delays, improperly timed activities, damage to the Work, or defective construction provided that the CONTRACTOR complies with Paragraph G, below and promptly notifies the GSD Representative of the claimed delay.

G. If CONTRACTOR claims that delay or additional cost is involved because of action or inaction by GSD’s own forces or of a separate contractor, the CONTRACTOR shall make a claim as follows:

1. CONTRACTOR shall notify the GSD Representative via electronic mail, delivery confirmation requested, within 24 hours of the end of the first day the delay is claimed to have occurred.

2. The GSD Representative shall take timely and reasonable measures to investigate the delay and shall make a determination as to the cause of the claimed delay. If the GSD Representative determines, in its sole discretion, that GSD’s forces or those of a separate contractor are the cause of a delay, the agreed-upon project schedule shall be revised to the extent necessary and CONTRACTOR shall be excused from liquidated damages that would otherwise be incurred as a result of said delay.

ARTICLE VII INSPECTION

The fact that all or any particular portion of the Work has been inspected shall not be considered a waiver of the requirement of strict compliance with all provisions of the Contract Documents.

ARTICLE VIII CONTRACTOR NOT AGENT OF GSD

It is expressly agreed that the CONTRACTOR is not an agent or employee of GSD, but that the CONTRACTOR is an independent contractor.

ARTICLE IX ACCEPTANCE

The Work shall be observed for acceptance by a Representative of GSD promptly upon receipt of notice from the CONTRACTOR that all Work is completed and ready for final acceptance. All materials provided and Work commenced hereunder shall be at the CONTRACTOR's risk until accepted by GSD in writing.

ARTICLE X ASSIGNMENT

The CONTRACTOR shall not let nor assign this Agreement or any of the Contract Documents or any interest therein without the written consent of GSD, except that the CONTRACTOR may subcontract portions of the Work in the usual course of business, provided that the CONTRACTOR shall be and remain at all times and under all circumstances primarily liable and responsible to GSD therefor. The CONTRACTOR shall not assign any money due or to become due to him hereunder nor shall he pledge or attempt to pledge the credit of GSD or bind GSD to any third party.

ARTICLE XI INVALIDITY

The parties hereby agree that if any word, clause, sentence, or paragraph of this Agreement or any of the Contract Documents shall be declared invalid or unenforceable by any court of competent jurisdiction, the remainder of the Contract Documents shall not be affected thereby but shall remain binding on the parties.

ARTICLE XII EXECUTORS AND ASSIGNS

The parties hereto bind themselves, their successors, executors, administrators and representatives to the full performance of the Contract Documents.

ARTICLE XIII PERFORMANCE AND PAYMENT BONDS

Before this Agreement shall become effective or binding, the CONTRACTOR shall furnish GSD, at the CONTRACTOR's own expense, a 100% Full Performance Bond and a 100% Material and Labor Full Payment Bond executed on AIA Document A312-2010 or other form or forms acceptable to GSD with good and sufficient sureties to be approved by GSD, and each of these two bonds shall be in the full penal sum of $<bid amount> being equal to the full Contract Sum, conditioned that the CONTRACTOR will properly and fully perform all and each of the conditions and covenants of this Agreement and the other Contract Documents in accordance with each and all of their provisions, and the CONTRACTOR will promptly pay all persons supplying labor or material used in the prosecution of the Work provided in the Contract Documents.

ARTICLE XIV ATTORNEYS' FEES

In the event of any legal, equitable or administrative action or proceeding brought by either party against the other under this Agreement or any of the other Contract Documents, the prevailing party shall be entitled to recover the reasonable fees of its attorneys and any costs incurred in such action or proceeding, including costs of appeal, if any, in such amount that the court or administrative body having jurisdiction may award.

ARTICLE XV INDEMNITY/HOLD HARMLESS AGREEMENT

In addition to any indemnification provisions contained elsewhere in the Contract Documents, the CONTRACTOR agrees to protect, indemnify, and hold GSD, the officers, board members, agents, and employees of GSD (collectively the "Indemnitees") free and harmless from and against all losses, claims, liens, demands, and causes of action of every kind and character arising out of the performance of the Work by the CONTRACTOR or by its subcontractors, including the amount of judgment, penalties, interest, court costs, and legal fees incurred by the Indemnitees or any of them in defense of same, arising in favor of any party, including governmental agencies or bodies, on account of, but not limited to, taxes, claims, liens, debts, personal injuries, death, or damages to property (including property of Indemnitees). The CONTRACTOR shall have no obligation to protect, indemnify, or hold harmless the Indemnitees to the extent that any claim, cause of action, lien, liability, loss, and/or cost is due to the willful misconduct, recklessness, or sole negligence of the Indemnitee(s). The CONTRACTOR further agrees to investigate, handle, respond to, provide defense for, and defend any such claim, demand or cause of action, and agrees to bear all other costs and expenses related thereto, even if such claim, demand, or cause of action is groundless, false, or fraudulent at their expense in proportion to the extent the CONTRACTOR or its subcontractors are at fault.

ARTICLE XVI WARRANTY

The CONTRACTOR shall provide warranties and special warranties as required by the Contract Documents.

IN WITNESS WHEREOF, the above-named CONTRACTOR and GSD have caused this Agreement to be signed by their duly authorized representatives.

<CONTRACTOR’S NAME>

By: Name:

Its:

THE BOARD OF EDUCATION

OF GRANITE SCHOOL DISTRICT

David M. Bundy Director of Purchasing

Justin D. Naegle Director of Architecture, Engineering, and Construction

APPROVED AS TO FORM

Dr. Douglas R. Larson General Counsel, Policy and Legal Services

[NOTE: If contract is for $1,000,000 or more, add the below to the top, otherwise delete below:]

Todd Hauber Business Administrator/Treasurer

4816-4450-7101v 1

<project title> Project

Attachment “A”

Any allowances included in GSD’s project bid form are hereby identified and attached.

None/Not Applicable

Attachment “B”

Any alternates included in GSD’s project bid form are hereby identified and attached.

Attachment “C”

Any unit prices included in GSD’s project bid form are hereby identified and attached.