6--5- 1.4 Section 3 Construction Agreement Version 31March2023.pdf

Version 31March2023

Salt Lake County Contract No. _________________________

Salt Lake County Project Name and No._______________________________________________

CONSTRUCTION AGREEMENT

This Agreement is entered into this ________ day of _________________, 20_____, between Salt Lake County, a body corporate and politic of the State of Utah (“County”) and ____________________________ (“Contractor”), a(n) (check the applicable designation) [ ] individual [ ] limited partnership [ ] proprietorship [ ] corporation of the State of _______________ [ ] general partnership [ ] limited liability company of the State of _______________ [ ] other: __________________________________________ with its principal place of business address: __________________________________________.

County and Contractor may be referred to jointly as “the parties.”

THEREFORE, in exchange for valuable consideration, including the mutual covenants contained in this Agreement, the parties covenant and agree as follows:

1. SCOPE OF SERVICES

1.1 Contractor hereby agrees to furnish all of the materials and all of the equipment and labor necessary, and to perform all of the work in accordance with the requirements and provisions of the following Construction Documents, which are incorporated by reference to this Construction Agreement: General Conditions, Specifications, including Amendments to the Specifications, the Salt Lake County Design and Construction Standards and Procedures, the Project Manual, Plans, and Drawings (the “Work”).

1.2 Contractor has examined the site of the proposed Project and has read and understood all of the Construction Documents. Contractor has had the opportunity to consult with legal counsel regarding the Construction Documents. Contractor agrees to all of the terms and conditions contained in said Construction Documents. Contractor agrees to perform all the Work specified in the Construction Documents and complete the same within the time specified in this Agreement. Contractor will furnish the required payment and performance bonds within ten days after the effective date of this Agreement, and prior to the commencement of Work.

2. TIME OF COMPLETION

2.1 County and Contractor agree that all Work shall be completed within _____ calendar days (the “Contract Time”) after the Notice to Proceed has been received by Contractor. The County may issue a Materials Notice to Proceed (MNTP), as outlined in section 6.4 of the General Conditions. Said Notice shall be sent by County to Contractor by electronic mail to the email address provided by Contactor in Contractor’s bid. The Contract Time may be extended consistent with the General Conditions. County and Contractor agree that the Contract Time includes days for delays caused by, in whole or in part, the COVID-19 virus. County and Contractor agree that the Contract Time includes days for delays caused by, in whole or in part, materials shortages and/or supply chain issues.

2.2 Contractor will conduct a Punch List walk with the County no later than ____ calendar days prior to the expiration of the Contract Time and will have all punch list items complete on or before the expiration of the Contract Time.

2.3 Failure by Contractor to complete the Work within the time stated above shall entitle County to collect liquidated damages, as set forth hereafter, for all calendar days which elapse between the expiration of the above-stated time and Final Completion.

3. LIQUIDATED DAMAGES

3.1 Should Contractor fail to complete the Work within the Contract Time, there shall be deducted from any monies due, or that may become due Contractor, the sum of $ _______________________ for each and every calendar day beyond the said completion date that any Work remains uncompleted. Such sum is fixed and agreed upon by County and Contractor for the following reasons: Late completion of the Work will cause damage to County and to the public which County serves due to inability to provide services necessary for proper governance and efficient use of tax monies provided by said public, inconvenience, increased costs of administration and supervision, additional architectural or engineering costs, and the fact that an exact determination of the monetary value of said damages is extremely difficult to ascertain. If County terminates Contractor’s right to proceed under this agreement, due to delays in completion of the Work, the resulting damage will consist of the aforementioned liquidated damages until such reasonable time as may be required for final completion of the Work. The parties stipulate and agree that the amount of liquidated damages set forth herein is the result of the parties’ joint discussion of liquidation of damages, and said damages are not a penalty for noncompliance with the requirements of the Construction Documents. The Parties agree that liquidated damages are necessary to cure Contractor’s breach or default.

3.2 Permitting Contractor to continue and finish the Work or any part of it after the time fixed for its completion, or after the expiration of the Contract Time, shall serve only to determine the total amount of liquidated damages, and shall not be construed in any way as a waiver on the part of County of any of its rights under the Construction Agreement to terminate for default or of any other contract rights.

3.3 The above-stated liquidated damages provisions shall remain in effect and continue until final acceptance of the project by County. Contractor hereby authorizes County to retain sufficient amounts of monies due Contractor and remaining in the hands of County to pay the damages caused by any such default or defaults.

4. CONSIDERATION

4.1 County shall pay to Contractor for the performance of the Construction Agreement the fixed sum price offered by the bidder in the bidding schedule. If unit prices are called for, any change order(s) to this Construction Agreement shall be priced according to the unit prices bid by Contractor. If the bidding schedule calls for unit prices and includes a specified number of units, Contractor acknowledges the number of units contained in the bidding schedule is approximate only, and the final payment shall be determined by the actual number of units that are incorporated into or made necessary by the work covered by the Construction Agreement. If it reasonably appears that Contractor has substantially overpriced any unit in the bidding schedule, then the unit price to be paid under the Construction Agreement on any change order(s) shall be readjusted to conform to standard market prices for the unit.

4.2 Should the number of units of completed work of any individual item of the schedule vary twenty-five percent (25%) or more from the number of units stated in the bidding schedule, either County or Contractor may request a revision of the unit price for the item so affected, and both parties agree that under such conditions an equitable revision of the price shall be made.

4.3 Extra work not included in plans and specifications which describe the work of the Construction Agreement, but authorized after the date of the Construction Agreement, that cannot be classified as coming under any of the units, may be done at mutually agreed-upon unit prices, or on a lump sum basis, or under the provisions of Section 18.0 of the General Conditions entitled, “CHANGES IN THE WORK.”

4.4 County shall pay to Contractor for the performance of all the obligations set forth herein the fixed sum of $ ___________________________________________ (the “Contract Price”) for (select one):

□ the base bid; or

□ the base bid plus alternates____________________________________________________.

5. ACCEPTANCE AND FINAL PAYMENT

5.1 Upon receipt of written notice from Contractor that the Work is ready for final inspection and acceptance, County shall promptly make such inspection, and when it finds the work acceptable under the Construction Agreement, and the Construction Agreement fully performed, it will promptly issue a Certificate of Final Acceptance, over its signature, stating that the Work required by this Construction Agreement has been completed, including all punch list items, and is accepted by County under the terms and conditions thereof, and the entire balance found to be due Contractor, including the retained percentage, plus interest earned upon said retention as required by law, shall be paid to Contractor by County within thirty (30) days after the date of said certificate.

5.2 Before issuance of the Certificate of Final Acceptance Contractor shall submit evidence satisfactory to County that all payrolls, materials bills, and other indebtedness connected with the Work have been paid, except that in case of disputed indebtedness or disputed mechanics liens Contractor may submit, in lieu of evidence of payment, a surety bond satisfactory to County guaranteeing payment, if necessary, of all such disputed amounts or liens when adjudicated.

5.3 The making and acceptance of the final payment shall constitute a waiver of all claims by County against Contractor other than those arising from unsettled indebtedness or liens, and except for faulty work appearing within twelve (12) months after County issues the Certificate of Final Acceptance. This clause shall not be considered as a waiver of claims related to manufacturers’ guarantees. Acceptance of final payment by Contractor shall constitute a complete waiver of all claims by Contractor under the Construction Agreement.

IN WITNESS WHEREOF, the parties execute this Agreement the day and year recited above.

Salt Lake County

Signature:

Mayor or Designee

Division Approval

Division Director or Designee

Department Approval (if 100,000.00 or more)

Signature: ___________________________ Department Director or Designee

Reviewed as to form and legality for Salt Lake County:

Signature: ___________________________

Contractor: _________________________

Title:

Date: _______________________________

The individual signing above hereby represents and warrants that s/he is duly authorized to execute and deliver this Agreement on behalf of Contractor by authority of law and that this Agreement is binding upon Contractor. A person who makes a false representation of authority may be subject to criminal prosecution under Utah Code Ann. § 76-8-504 (1973).