7--6- 1.4 Section 4 General Terms Version 31March2023.pdf

Version 31March2023

SALT LAKE COUNTY GENERAL CONDITIONS FOR CONSTRUCTION

AGREEMENTS

1.0 DEFINITIONS

As used throughout this contract, the following terms shall have the meaning set forth below:

1.1. “County” shall mean Salt Lake County, a body corporate and politic of the State of Utah.

1.2. “Contractor” shall mean the individual, firm, partnership, corporation, or association contracting to perform the Work outlined herein.

1.3. “Construction Documents” means collectively Contractor’s Construction Agreement, these Salt Lake County General Conditions for Construction Agreements (“General Conditions”), applicable Supplemental General Conditions if identified during the Project solicitation, the Design Standards, Drawings, Specifications, Addenda, performance bond, payment bond, other documents listed in the Contractor’s Agreement, authorized Amendments and Supplementary Conditions and change orders issued after execution of the Contractor’s Agreement. The Construction Documents shall also include the bidding/proposal documents, including the Instructions to Bidders/Proposers, Notice to Contractors and the Bidding Schedule, to the extent not in conflict with the other above-stated Construction Documents and other documents and oral representations which are memorialized in writing and documented as an attachment to the Contractor’s Agreement.

1.4. “County-Owned Building” shall mean buildings or structures owned by Salt Lake County where any portion of the building or structure is climate controlled.

1.5. “Design Standards” means:

1.5.1. For the construction of a County-Owned Building, “Design Standards” refers to the current Salt Lake County Design and Construction Standards (“Design Standards”) on file with the COUNTY, (https://www.slco.org/globalassets/1-site-files/facilities/slcodesignconstrstdproc.pdf) which is incorporated by reference as if fully set forth in this Agreement.

1.5.2. For a Parks Project, the “Design Standards” refers to the standards included in the solicitation documents.

1.6. “Subcontractor” shall mean those having a direct contract with Contractor for the performance of Work called for hereunder, including one who furnishes material worked to a special design according to the plans and/or specifications of this Work but shall not include one who merely furnishes material not so worked. A subcontractor shall not have any contractual relationship with County.

1.7. “Contract” shall mean the Construction Documents, the Performance Bond, Payment Bond, Specifications including Addenda, Plans and Drawings, and Change Orders.

1.8. “general site conditions” intentionally lowercase to avoid confusion with General Conditions, means the Contractor’s responsibilities and labors, both manual and non-manual, and activities necessary to facilitate the prosecution of the Work, that are NOT otherwise specified in the Construction Documents. The general site conditions include without limitation house-keeping, site management/supervision (superintendent labor for site personnel only and should exclude overhead and profit), supervision costs, rental rates, safety measures, temporary utilities, trailers, snow removal, weather proofing, debris removal, fencing, cranes, office equipment, computers, phones, water, heat, temporary toilets, project manager, estimators, bookkeeping, administrative personnel, etc

1.9. “Site” shall mean the property as described in the Contract upon which the project shall be constructed.

1.10. “Park Project” shall mean parks, trails, and park or recreational related structures that do not qualify as a County-Owned Building.

1.11. “Punch List” shall mean a list of items Contractor must repair or replace prior to the County issuing a Certificate of Final Acceptance and final payment by County. The Punch List is created by County and Contractor during a walk through of the Project when the Parties believe the Project is complete, as provided in the Construction Agreement.

1.12. “Project” shall mean the complete construction and related activities required to accomplish the intent and meaning of the Construction Agreement.

1.13. “Parties” shall mean County and Contractor.

1.14. “Work” shall mean the construction, services, supervision, labor, tools, equipment, materials, products, and transportation, to be furnished by Contractor, to fulfill the Contractor’s obligations as required by the Construction Documents.

2.0 COUNTY REPRESENTATIVE

County will designate, and make known to the Contractor, a representative with respect to the Work to be performed under the agreement and shall have complete authority to transmit instruction, receive information, interpret and define County policy and decisions, with respect to materials, equipment, elements and systems pertinent to the Work covered by this agreement.

3.0 SITE INVESTIGATIONS, REPRESENTATIONS, AND PHOTOGRAPHIC SURVEY

3.1 Contractor acknowledges that Contractor is satisfied as to the nature and location of the Work, the general and local conditions particularly those bearing upon transportation, disposal, handling and storage of materials, availability of labor, water, electric power, road, uncertainties of weather, the conformation and condition of the ground, the character, quality and quantity of surface and subsurface materials to be encountered, the character of equipment and facilities needed preliminary to and during the prosecution of the Work and all other matters which can in any way affect the Work or the cost thereof under this contract. Any failure by Contractor to become acquainted with all the available information concerning these conditions shall not relieve Contractor from responsibility for performing the Work.

3.2 County assumes no responsibility for any understanding or representations made by any of its officers or agents during or prior to the execution of this contract, unless such understandings and representations by County are expressly stated in the contract. Representations made, but not so expressly stated and for which liability is not expressly assumed by County in the contract, shall be deemed to be for the information of Contractor and County shall not be liable or responsible therefore.

3.3 Contractor shall give all notices and comply with all federal, state, and local laws, ordinances and regulations in any manner effecting the conduct of the Work, and all such orders and decrees as exist or may be enacted by bodies or tribunals having any jurisdiction or authority over the Work, and shall indemnify and save harmless County against any claim or liability arising from or based on, the violation of any such law, ordinance, regulation, order, or decree, whether by Contractor or Contractor’s employees.

3.4 Prior to beginning Work, photograph existing site, walks, curbs, roadways, etc. in area of project. Purpose of these photographs is to establish existing conditions prior to construction. Photographs shall be by a photographer experienced in construction photography.

Photographs shall show existing conditions, details and close-ups at each level.

3.5 One copy of all photographs shall be labeled and correlated to plan views on contract drawings. Deliver to County prior to commencing Work under the contract. Format shall be as follows: digital color prints clearly marked to identify exact location and view of each print, and date photo was taken. Failure to comply with this requirement may result in Contractor being responsible for all damage to surface or structure in the Work area, whether new or existing.

4.0 INTERPRETATION OF SPECIFICATION AND DRAWINGS

4.1 The Construction Documents are complementary and what is called for by any one shall be as binding as if called for by all.

4.2 In the event of an inconsistency between provisions of the Construction Documents, the inconsistency shall be resolved by giving precedence in the following order:

(1)Change Orders, (2)Construction Agreement, (3) General Conditions, (4) Specifications including attached addenda, and (5) Drawings.

4.3 Within the working drawings, the larger scale takes precedence over smaller;

figured dimensions over scaled; and noted materials over graphic indications.

4.4 Within the working drawings, the architectural drawings shall take precedence over the other drawings and shall govern in all cases where discrepancies occur.

4.5 For convenience or reference and to facilitate letting of subcontracts, the specifications are separated into respective divisions and sections. The forming of these separations shall not operate to make County or any of its representatives any arbiter to establish subcontract limits between Contractor and Subcontractors or suppliers.

4.6 The intention of the Documents is to include all labor and materials, equipment and transportation necessary for the proper execution of the Work. Materials or Work described in words which so applied have a well-known technical or trade meaning shall be held to refer to such recognized standards.

4.7 In case of discrepancy either in the figures, in the drawings, or in the specifications, the matter shall be promptly submitted to County by Contractor or such discrepancy shall be deemed to have been waived. County shall promptly make a determination in writing. Any adjustment by Contractor without this determination shall be at their own risk and expense.

4.8 County shall furnish from time to time such detail drawings and additional information as it may consider necessary for clarification of Contract Documents.

4.9 Omissions from the drawings or specifications, or the inaccurate description of details of Work which are manifestly necessary to carry out the intent of the drawings or specifications, or which are customarily performed, shall not relieve Contractor from performing such omitted or inaccurately described details or Work, but they shall be performed as if duly and clearly set forth and described in the drawings and specifications.

5.0 MATERIALS AND WORKMANSHIP

5.1 Unless otherwise specifically provided for in the specifications, all equipment, materials and articles incorporated in the Work covered by this Construction Agreement are to be new, of the most suitable grade of their respective kinds for the purpose, free from defects, and all workmanship shall be first class. Where equipment, materials, or articles are referred to in the specifications as "equal to" any particular standard, County shall decide the question of equality.

The Contractor shall furnish to County for approval the name of the manufacturer of machinery, mechanical and other equipment which Contractor contemplates incorporating in the Work, together with their performance capacities and other pertinent information. When required by the specifications or when called for by County, Contractor shall furnish to County for approval full information concerning the materials or articles which Contractor contemplates incorporating in the Work.

5.2 Samples of materials shall be submitted for approval when so directed. Machinery, equipment, materials and articles installed or used without such approval shall be at the risk of subsequent rejections by County.

5.3 Specific reference in the specifications or drawings to any article, device, product, material, fixture, form or type of construction, etc. by name, make or catalogue number shall be interpreted as establishing a standard of quality and shall not be construed as limiting competition.

Contractor may at Contractor’s option use any articles, device, product, material, fixture, form or type of construction, etc., but only after approval by County of Contractor use. When three or more names are mentioned in the specifications and Contractor desires to use a product of another manufacturer Contractor shall state the name of the substituted manufacturer or supplier in a request for approval and shall also state the addition or deduction from the contract amount if the product submitted is accepted.

6.0 DELIVERY OF MATERIALS

6.1 Unless otherwise provided in this contract, all materials to be furnished by Contractor shall be delivered to the Site. Contractor assumes risk of loss for all materials purchased and stored at the Site.

6.2 Materials purchased by the Contractor but stored off-site must be stored at Contractor’s sole cost and expense in a bonded and insured storage facility. Contractor bears risk of loss for all property stored off-site.

6.3 Contractor may submit a pay request for materials purchased by Contractor and stored as described in Section 6.2. Payment by County does not transfer risk of loss to County for such materials.

6.4 County may issue a Materials Notice to Proceed (MNTP). The MNTP will not start the Contract Time. Contractor will only be paid for the materials specified in the MNTP, and any work directly related to the order of such materials.

6.5 Contractor understands that unforeseen materials shortages that create a longer lead time than originally contemplated may qualify for Excusable Delay under Section 10.0. Under no circumstances will material shortages entitle Contractor to Compensable Delay under 10.3.

6.6 For large systems or material orders where the supplier will not process and fill the order without a downpayment, Contractor may submit to County documentation verifying supplier’s requirements and requesting County pay the downpayment. County, in County’s sole discretion, may pre-pay for such materials/systems.

7.0 OTHER CONTRACTS

County may undertake or award other contracts for additional work upon the project, and Contractor shall fully cooperate with such other Contractors and County employees and carefully fit Contractor’s own Work to such additional work as may be directed by County. Contractor shall not commit or permit any act which shall interfere with the performance of work by any other Contractor or by County employees.

8.0 ROYALTIES AND PATENTS

For any design, device, material or process covered by letters patent or copyright, or for which letters patent or copyright have been applied, as used by Contractor, Contractor shall provide for such use by legal agreement with County of the patent or proposed patent or copyrights or a duly authorized licensee of such by County, and shall hold harmless County from any and all loss or expense or account thereof including its use by County.

9.0 LABOR REGULATIONS AND REQUIREMENTS

9.1 Contractor shall comply with current existing federal and state laws applicable to contracts on public construction.

9.2 County may in writing require Contractor to remove from the Work such employee as County deems incompetent, careless, insubordinate, or otherwise objectionable, or whose continued employment on the Work is deemed by County to be contrary to the public interest.

10.0 EXCUSABLE DELAY

10.1 Excusable Delay Generally. If Contractor is delayed at any time in the progress of the Work on the critical path schedule by causes beyond the Contractor’s control or by other causes which County determines may justify delay, then the Contract Time shall be extended by County Change Order. Contractor shall immediately take all steps reasonably possible to mitigate the adverse impact of such delay. Notwithstanding the above and except as set forth in Subsection 10.2, to the extent any of the causes for delay were caused by Contractor, reasonably foreseeable by Contractor or avoidable by Contractor, then to such extent the delay shall not be cause for extension of Contract Time. For purposes of this Subsection, Contractors shall include all Subcontractors and others under the responsibility of Contractor. The determination of a total number of days extension, if any, shall be based upon the current construction schedule in effect at the inception of the change and/or delay and upon all data relevant to the extension as it exists in the project record. Once approved, such data shall be incorporated in the next monthly update of the schedule. Contractor acknowledges and agrees that delays in Work items which, according to the schedule analysis, do not affect milestones dates or the Contract completion dates shown on the schedule at the time of the delay, shall not be the basis for a contract extension.

10.2 Weather-Related Excusable Delay. The Contract Price shall not be increased and the completion time shall not be extended for normal bad weather or any weather that is reasonably foreseeable at the time of entering into the contract. The time for completion as stated in the Contract Documents includes due allowance for calendar days on which Work cannot be performed out of doors. Contractor acknowledges that it may lose days due to weather conditions.

County Project Manager must be notified via email by Contractor within 24-hours of the notification for the weather delay. Acknowledgment of the notification shall be provided by County Project Manager. Contract time may be extended at no cost to County if all of the following criteria are met as established by Contractor:

10.2.1 The weather prevented Work that is on the critical path for the project based upon a critical path schedule submitted to County and to the extent accepted by the County;

10.2.2 There are no concurrent delays (see Subsection 10.3 for concurrent delay) attributed to the Contractor;

10.2.3 The Contractor took all reasonable steps to alleviate the impact of the weather and took reasonable attempts to prevent the delay and despite such reasonable actions of the Contractor, the weather impacted the critical path as described above; and one of the following occurred:

10.2.3.1 The weather was catastrophic, such as tornado, severe blizzard, severe windstorm, severe hail storm (severe weather is defined as dangerous meteorological phenomena with the potential to cause damage, serious social disruption, or loss of human life); or

10.2.3.2 Based on the full history of information published from the closest station as indicated from the Western Region Climate Center (Desert Research Institute, 2215 Raggio Parkway, Reno, Nevada 89512, and as may be described on the website at http://www.wrcc.dri.edu/summary/), one or more of the following occurred: (a) For any day between November 1 and March 31, the minimum temperature fell below the average minimum temperature plus the extreme low temperature recorded for the month divided by 2; (b) For any day between November 1 and March 31, the maximum temperature fell below the monthly average for the minimum temperature; (c) The daily precipitation exceeded 75% of the historical one day maximum for the month; or (d) The snow fall for the month exceeded 175% of the historical average snow fall for the month.

10.3 Compensable Delay.

10.3.1 Basic Conditions. In addition to the other requirements of the

Construction Documents for excusable delay, a compensable delay, suspension, or interruption of the Work occurs only when the following are met: (1) The delay is caused by the breach of a fundamental obligation of the Construction Documents attributable to County; AND (2) Contractor shall provide a written notice to County within seven (7) calendar days that Contractor knows or should have known of the condition giving rise to the purported compensable delay, disruption, suspension or interruption, and said continuation affects the Contract Time as indicated by the last submitted and reasonable critical path schedule.

10.3.2 Compensable Delay Formula. If there is a compensable delay, the Contractor’s total entitlement for the compensable delay damages is the computed result of the following formula: Original Contract Amount divided by the Original Contract Time (in calendar days); the result of which is then multiplied by 0.05 and the result of which is multiplied by the number of calendar days of compensable days allowed under these General Conditions that are beyond the Contract Time. Notwithstanding any other provisions of these General Condition or the Construction Documents, to the extent the Contractor is entitled to receive a markup under Section 18.3, this Section 10.3.2 shall be inapplicable, and the markup provided under Section 18.3 shall be deemed to include all the compensable delay damages provided by this Section 10.3.2.

10.3.3 Period of Compensable Delay, Suspension, or Interruption. The length and extent of compensable delay shall be determined by ascertaining the number of additional days to the Contract Time that are needed to perform the Work. This determination shall be made in accordance with the Contract Documents and after County’s receipt of the written notice under Subsection 10.3.1.

10.3.4 Concurrent Delay. Notwithstanding any other provisions of these General Conditions, to the extent a non-compensable delay occurs at the same time as a compensable delay, County shall not be responsible for any compensation for the non-compensable delay period. County shall only compensate Contractor for the time period applicable to the compensable delay.

10.3.5 Time Extension Request. Time extension requests with support documentation shall be requested within 21 days after Contractor knew or should have known about the delay and shall be supported by the project critical path schedule analysis.

11.0 POSSESSION PRIOR TO COMPLETION

County shall have the right to take possession of or use any completed or partially completed part of the Work. Such possession or use shall not be deemed an acceptance of any Work not completed in accordance with the contract. If such prior possession or use by County delays the progress of the Work or causes additional expense to Contractor, an equitable adjustment in the Contract Price and/or the time of completion shall be made and the contract shall be modified in writing accordingly.

12.0 COUNTY-FURNISHED PROPERTY

County shall deliver to Contractor for use in connection with and under the terms of the contract only such County property as may be specified in the schedule or specifications, together with such related data and information as may reasonably be required for the intended use of such property. The delivery or performance dates for supplies or services to be furnished by Contractor under this contract are based upon the expectation that County-furnished property suitable for use shall be delivered to Contractor to meet such delivery or performance dates. In the event that the County-furnished property is not delivered to Contractor by such time or times, County shall, upon timely written request made by Contractor make a determination of the delay occasioned Contractor and shall equitably adjust the Contract Price, or delivery or performance dates, or all of them, and any other contractual provisions affected by such delay. In the event that the County-furnished property is received by Contractor in a condition not suitable for the intended use, Contractor shall, upon request thereof, notify County of such fact and, as directed by County either

(1) return such property at the County's expense or otherwise dispose of the property, or (2) effect repairs or modifications. Upon completion of (1) or (2) above, County shall, upon written request of Contractor, equitably adjust the Contract Price, or delivery or performance dates, or all of them, and any other contractual provisions affected by the return or disposition, or the repair or modification. The foregoing provisions for adjustment are exclusive and County shall not be liable to suit for breach of contract by reason of any delays in delivery of County-furnished property or delivery of such property in a condition not suitable for its intended use.

13.0 SCHEDULE REPORT

Contractor shall within five (5) working days after receiving the Notice To Proceed, prepare and submit to County for approval, a critical path schedule to include all Work required by the contract. The schedule shall be prepared in the form prescribed by County and of suitable scale to indicate appropriately the percentage of the actual progress at each weekly meeting or at such intervals as directed by County, and shall immediately deliver to County six (6) copies thereof.

County reserves the right to accept or reject the critical path schedule, which right shall be exercised in a reasonable manner. If Contractor fails to submit its critical path schedule as required herein, they may be subject to a Work stoppage by County until such schedule is provided.

County shall not be liable for a delay claim as a result of such a stoppage.

14.0 PROSECUTION OF WORK

14.1 Contractor shall keep on the site a copy of the drawings and specifications and shall at all times, give County access thereto.

14.2 Contractor shall furnish sufficient forces, construction plant, and equipment, and shall work such hours, including night shifts, overtime operations, weekend, and holiday work, as may be necessary to ensure the prosecution of the Work in accordance with the approved progress schedule. If, in the opinion of County, Contractor falls behind the progress schedule, Contractor shall take such steps as may be necessary to improve Contractor’s progress, and County may require Contractor to increase the number of shifts, and/or overtime operation days of work, and/or the amount of construction plant, all without additional cost to County.

14.3 Failure of Contractor to prosecute the Work pursuant to Section 14.0 shall be grounds for “Termination for Default” and County may terminate Contractor rights to proceed with the Work, or any separable part, thereof, in accordance with Section 29.0.

15.0 CHANGED CONDITIONS

Contractor shall promptly, and before such conditions are disturbed, notify County in writing of: (a) subsurface or latent physical conditions at the site differing materially from those indicated in this contract, or (b) 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 this contract. County shall promptly investigate the conditions, and if they find that such conditions do so materially differ and cause an increase or decrease in the cost of, or the time required for, performance of this contract, an equitable adjustment shall be made and the contract modified in writing accordingly. Any claim for adjustment hereunder shall not be allowed unless Contractor has given notice as required above.

16.0 NOTICE OF LABOR DISPUTES

Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the time of performance of this contract, Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to County.

17.0 CERTIFICATION

Contractor shall furnish written certification in the form required by County, that the Work was completed in compliance with the plans and specifications.

18.0 CHANGES IN THE WORK

18.1 Minor Changes. County or the Architect shall issue supplemental instructions authorizing minor changes in the Work which the parties agree do not involve adjustment to the Contract Sum or Contract Time.

18.2 Types of Changes in the Work. Changes in the Work that require an adjustment to the Contract Sum or Contract Time shall be initiated in one of the following manners:

18.2.1 County Initiated Changes. When County requests a change to the Work, County shall direct the Architect to issue a numbered Proposal Request (PR) to Contractor. It shall include a detailed description of proposed changes in the Work and may include supplemental or revised drawings and specifications.

18.2.1.1 A request issued by County may be either a directive to perform the Work described therein (this request shall only be issued if in its sole discretion deems the Work thereof to be required by an exigency situation or otherwise not suitable to the delay inherent in requesting Contractor’s response) or, the request by County may be designated as one for information only. In such a case, Contractor should not consider a request as instructions either to stop work in progress or to execute the proposed change. However, Contractor should inform County of any impact to work or schedule.

18.2.1.2 Contractor shall respond to the latter type of request with a written, itemized proposal within 14 calendar days of receipt a Proposal Request.

18.2.2 Contractor Initiated Changes. When latent or unforeseen conditions require modifications to the contract or Contractor initiates changes through a value engineering proposal, Contractor must propose said changes by submitting a request to County. Contractor shall:

18.2.2.1 Include a statement outlining the reason for the change and the effect of the change on the Work.

18.2.2.2 Provide a complete description of the proposed change and indicate the effect of the proposed change on the Contract Sum and Contract Time.

18.2.2.3 Provide all information about the change as outlined below (Subsection 18.3) for “Contractor Proposal.”

18.2.2.4 Notify County of changes requiring immediate action to prevent injury or loss of property. Contractor shall complete such changes as soon as reasonably possible and as appropriate under the circumstances.

18.3 Contractor Proposal-required elements. Contractor shall submit a proposal of changes and costs to County and Architect for review. The Proposal shall completely itemize all quantities of materials, unit costs, labor estimates, hourly rates, delivery charges, taxes, and markup factors in the overall costs. Costs for the purpose of the changes shall be limited to the following:

18.3.1 All site direct and indirect costs of labor, including workers compensation insurance, social security and other federal and state payroll based taxes, and payroll based fringe benefits paid by Contractor so long as they are reasonable and no higher than those charged to other clients. Labor rates shall not exceed those listed at Journeyman schedules as established for this region by R.S. Means;

18.3.2 Costs of materials, on-site temporary facilities, supplies, and equipment (except hand tools) required for or incorporated into the Work. Materials costs shall not exceed those listed at established market levels;

18.3.3 Rental costs of machinery, equipment, tools (except hand tools), and on-site temporary facilities, whether rented from Contractor or others;

18.3.4 Costs of permits and other fees, sales, use or similar taxes related to the Work;

18.3.5 Additional costs of field supervision and field office personnel directly attributed to the change;

18.3.6 Overhead and profit by the following formula which is not a penalty but a reasonable calculation agreed upon at the time of execution of Contractor’s Agreement, and provided by formula herein due to the fact that the actual amount due for said overhead and profit cannot easily be ascertained at the time of such execution. The markups in Subsections

18.3.6.1 and 18.3.6.2 are to cover Contractor’s additional payment and performance bond premiums, insurance premiums not specified under Subsection 18.3.1, home office and on-site overhead and profit. Overhead and profit includes, but is not limited to, Contractor’s Project

Manager and Cost Estimator. Each request for pricing shall stand on its own and not be combined with other requests for pricing in determining the allowed markup described below. A particular request for pricing shall include all items reasonably related together and determinable at the time of the request. If several unrelated requests for pricing are grouped together in a single County Change Order, each request for pricing shall be considered separately for purposes of calculating the markup under the following formula:

18.3.6.1 A markup in 15% shall be applied to the cost of each individual change up to and including $20,000.00 in cost, but in no case shall the markup be less than $150;

18.3.6.2 A markup of 10% shall be applied to the portion of the cost of each individual change in excess of $20,000.00;

18.3.6.3 Subcontractors at any tier shall be entitled to markup their costs related to a change with the same percentages as specified in Subsections 18.3.6.1 and 18.3.6.2, except that the minimum markup shall be $50 for any individual change.

18.3.7 Contractor shall notify County Project Manager in writing if it determines that a proposed change shall affect the contract duration. In the notice, Contractor shall identify how much time it needs to complete the Work, and explain the reasons why the proposed change shall extend the contract duration. If Contractor fails to submit this notice to County Project Manager, County shall not grant any additional time to complete the Work.

18.3.8 Changes in Contract Time. The critical path schedule as the term is used herein shall be based on the current version of Contractor’s schedule for the project and accepted by County just prior to the commencement of the modification, asserted delay, suspension or interruption. Contractor may request a Change Order for an extension of time, which shall be accompanied by a critical path impact analysis reflecting the added or changed work including an analysis of the impact on unchanged activities.

18.4 Change Authorization Proposals. When it has been determined that a change to the Contract is necessary, but exact terms and conditions and/or plans and specifications are impossible to ascertain due to time constraints, County may issue a Change Authorization.

18.4.1 County shall issue a Proposal Request to Contractor. This request shall include a detailed description of proposed changes in the Work.

18.4.2 Contractor shall respond to the Proposal similar to that outlined above, but rather than a fixed price, the proposal may include any of the following: Estimated price, unit costs, equipment costs, hourly rates or a not to exceed amount.

18.4.3 After review of the Proposal, County may issue a Change Authorization which shall authorize Contractor to begin Work on the proposed changes. This shall allow full compensation of properly documented Work performed by Contractor.

18.4.4 At completion of the changed Work or at times allowed by County, costs shall be totaled, documented, reviewed and executed as a Change Order.

18.5 Execution of Change Orders. No application for payment on a change order item may be made until the Change Order has been fully executed by County. Any Work performed prior to the issuance of a Change Authorization or Change Order signed by an authorized agent of County is at Contractor’s risk.

19.0 PAYMENTS

19.1 County shall make monthly progress payments to Contractor in an amount of money equal to ninety-five (95) percent of incurred costs for labor expended and materials, including overhead on such labor and materials supplied to the job site during the month next proceeding. However, in no event shall the cumulative total of progress payments exceed County’s estimate of the percentage of Work completed. Said payments shall be made upon submission of a progress payment report in the form prescribed by County. Progress payment requests should be submitted to the Project Manager. Contractor shall keep and maintain books and records available to audit by County or its representatives at all reasonable hours.

19.2 In making any progress payments as provided in Subsection 19.1, County may retain five (5) percent of the payment amount until final completion and acceptance of all Work covered by the contract pursuant to Utah Code Ann. § 13-8-5 (as in effect at any given time). It is expressly agreed by Contractor that all funds withheld or retained from payment by County because of faulty Work, materials, or equipment or for contract items not provided or installed by Contractor in accordance with the plans, specifications, drawings, and other Contract Documents or any amount in dispute shall not be considered as retained amounts under Utah Code Ann. § 13- 8-5 and shall not be subject to the provisions of this Subsection 19.2. It is also agreed that this Subsection shall not be construed so as to prevent the County from waiving the requirement for retainer under the contract or to prevent Contractor from waiving the requirement that any retained amounts be placed in an interest-bearing account. Any waiver by Contractor, however, must be in writing and furnished to County prior to being given the notice to proceed under the contract.

19.3 All rights, title and interest in and to material and Work covered by partial payments made shall thereupon become the sole property of County, but this provision shall not be construed as relieving Contractor from the sole responsibility for all materials and Work upon which payments have been made or the restoration of any damaged Work, or as a waiver of the right of County to require the fulfillment of all of the terms of the contract.

19.4 Upon completion and acceptance of all Work required hereunder, the amount due Contractor under this contract shall be paid upon the presentation of a properly executed final payment application and a Claim Release and Waiver, releasing County from all Claims arising under or by virtue of this contract. If Contractor’s claim to amounts payable under the contract has been assigned, a release may also be required of the assignee at the option of County.

20.0 ACCEPTANCE FOR PAYMENT

20.1 Upon completion of all and any Work under this contract, the Work shall be given a punch-list walk through by County. When all of the Work including punch-list items is found to be satisfactorily completed in accordance with the contract, and the entire Work is accepted by County, final payment shall be made to Contractor.

20.2 For purposes of this clause, final acceptance refers only to final acceptance which shall allow Contractor to be paid and does not release Contractor of warranty requirements.

21.0 INSPECTION

21.1 When special inspections or testing are required, County shall employ an independent, qualified testing agency for all special inspections and testing required. Contractor shall be responsible for coordinating and scheduling all inspections with a minimum advance notice of 24 hours. The testing agency shall be responsible for disseminating all required reports to the proper parties.

21.2 Contractor shall be responsible for setting up a meeting which Contractor, County, and the testing agency shall attend before construction begins. The purpose of this meeting shall be to establish the testing requirements and the frequency of testing including, but not limited to, the testing and inspection specified in the Construction Documents.

21.3 Except as otherwise provided herein all material and workmanship, if not otherwise designated by the specification, shall be subject to inspection, examination, and test by County at any and all times during manufacture and/or construction at any and all places where such manufacture and/or construction are carried on. County shall have the right to reject defective material and workmanship or require its correction. Rejected workmanship shall be satisfactorily corrected and rejected material shall be satisfactorily replaced with proper material without charge therefore, and Contractor shall promptly segregate and remove the rejected material from the premises. If Contractor fails to proceed at once with the replacement of rejected material and/or the correction of defective workmanship County may, by contract or otherwise, replace such material and/or correct such workmanship and charge the cost thereof to Contractor, or may terminate the right of Contractor to proceed as provided in Sections 29.0 or 30.0.

21.4 Contractor shall furnish promptly without additional charge, all reasonable facilities, labor, and materials necessary for the safe and convenient inspection and tests that may be required by County shall be performed in such manner as not unnecessarily to delay the Work.

Contractor shall be charged with cost of inspection when material and workmanship are not ready at the time inspection is requested by Contractor. All costs of re-testing for previously failed tests shall be paid by Contractor.

21.5 Should it be considered necessary or advisable by County at any time before the final acceptance of the entire Work to make an examination of Work already completed, by removing or tearing out same, Contractor shall, upon request, promptly furnish all necessary facilities, labor, and material. If such Work is found to be defective or nonconforming in any material respect, due to the fault of Contractor or Contractor’s subcontractors, Contractor shall pay all the expenses of such examination and of satisfactory reconstruction. If, however, such Work is found to meet the requirements of the contract, the actual direct cost of labor and material necessarily involved in the examination and replacement, plus 10%, shall be allowed Contractor and Contractor shall, in addition, if completion of the Work has been delayed thereby, be granted a suitable extension of time due to the additional Work involved.

22.0 TESTING OF ASSEMBLY AND FABRICATED SYSTEMS

Tests or trials to determine effectiveness of performance of completed assembly or fabricated system as may be required by the plans and specifications shall be made by Contractor, without cost to County.

23.0 WARRANTY

23.1 Contractor expressly warrants the workmanship, materials and manner of construction provided for and contemplated by this contract and the plans, profiles and specifications accompanying and forming part of the same and agrees that if the improvement contemplated therein does not remain in good condition for a period of one year from the date of final acceptance by County of the entire property, ordinary wear and tear excepted, because of defects in the workmanship, materials or manner of construction, then and in that event Contractor agrees that any and all repairs necessary to maintain said improvement and each and every part thereof in such good condition shall be made by said Contractor without additional charge or cost to the property owners or to County.

23.2 During the warranty period, Contractor shall make reasonable efforts to correct deficient Work. Unless the specifications call for a shorter time, when the deficiency involves safety of the building occupants or patrons; the loss of or damage to property; or renders the building unusable for its intended purpose; Contractor shall respond and begin to correct the Work no later than 24 hours after having received notice.

23.3 In the event Contractor does not respond as indicated herein, County may elect to complete the Work and contact Contractor surety for payment of completed Work. Failure to respond to warranty Work may be grounds to deny future Work for Contractor.

24.0 INDEMNIFICATION OF COUNTY; PROTECTION OF PROPERTY

24.1 To the fullest extent allowable by law, Contractor agrees to indemnify, the County, its officers, agents, and employees against any and all actual or threatened claims, losses, damages, injuries, and liabilities of, to, or by third Parties, including Contractor, its subcontractors, or the employees of either, including claims for personal injury, death, or damage to personal property or profits and liens of workmen and material men (suppliers), however allegedly caused, resulting directly or indirectly from, or arising out of, Contractor’s breach of this Agreement or any acts or omissions of or by Contractor, its agents, representatives, officers, employees, or subcontractors in connection with the performance of this Agreement. The Contractor agrees that its duty to indemnify the County under this agreement includes all litigation and court costs, expert witness fees, and any sums expended by or assessed against the County for the defense of any claim or to satisfy any settlement, arbitration award or verdict paid or incurred by or on behalf of the County.

24.2 County is a body corporate and politic of the State of Utah, subject to the

Governmental Immunity Act of Utah (the “Act”), Utah Code Ann. §§ 63G-7-101 to -904 (as in effect at any given time). The Parties agree that County shall only be liable within the parameters of the Governmental Immunity Act. Nothing contained in this Agreement shall be construed in any way, to modify the limits of liability set forth in that Act or the basis for liability as established in the Act.

24.3 Contractor shall not enter upon private property for any purpose without obtaining permission, and Contractor shall be responsible for the preservation of all public property, trees, monuments, etc. along and adjacent to the street and/or right-of-way and shall use every precaution necessary to prevent damage or injury thereto. Contractor shall use suitable precautions to prevent damage to the pipes, conduits, and other underground structures including public utilities, and shall protect carefully from disturbance or damage all monuments and property marks until an authorized agent has witnessed or otherwise referenced their location and shall not remove them until directed. Contractor shall indemnify and save harmless County from and against all losses and all claims, demands, payments, suits, actions, recoveries, and judgments of every nature and description brought or recovered against County by reason of any omission or act of Contractor, Contractor’s agents or employees in the execution of the Work or in the guarding of it. Contractor shall obtain and shall maintain and pay the premiums of such insurance in such amount and with such provisions as shall protect County from contingent liability under this contract and a copy of such insurance policy or policies shall be available to County upon request with County listed as an additional insured.

24.4 Care shall be taken by Contractor in felling trees authorized for removal to avoid any unnecessary damage to vegetation that is to remain in place. Any limbs or branches or trees broken during such operation shall be trimmed with a clean cut and painted with an approved tree-pruning compound if required by County. Contractor shall be liable for or may be required to replace or restore at Contractor’s own expense all vegetation not protected and preserved as required herein.

24.5 Contractor shall provide and maintain all necessary watchmen, barricades, red lights and warning signs and take all necessary precautions for the protection and safety of the public. Contractor shall continuously maintain adequate protection of all Work from damage, and shall take all reasonable precautions to protect County’s property from injury or loss arising in connection with this contract. Contractor shall make good any damage, injury or loss to Contractor’s Work and to the property of County resulting from lack of reasonable protective precautions, except such as may be due to errors in the Contract Documents, or caused by agents or employees of the County. Contractor shall adequately protect adjacent private and public property, as provided by law and the Contract Documents.

24.6 In an emergency affecting the safety of life or of the Work or of adjoining property, Contractor is, without special instructions or authorization from County, hereby permitted to act at Contractor’s discretion to prevent such threatened loss or injury. Contractor shall be entitled to reasonable compensation for emergency Work.

25.0 OPERATION AND STORAGE AREAS

25.1 All operations of Contractor (including storage of materials) upon County’s premises shall be confined to areas authorized or approved by County. No unauthorized or unwarranted entry upon, passage through, or storage or disposal of materials shall be made upon County premises. County premises adjacent to the construction shall be made available for use by Contractor without cost whenever such use shall not interfere with County other uses or purposes.

Contractor shall hold and save County, its officers and agents, free and harmless from liability of any kind arising from the use, trespass or damage occasioned by Contractor’s operations on County-owned property or premises of a third person.

25.2 Temporary buildings (storage sheds, shops, office, etc.) shall be erected by Contractor upon County premises only with approval of County, and shall be built with labor and materials furnished by Contractor without expense to County, and shall be removed by Contractor at Contractor’s expense upon the completion of the Work. With written consent of County, such buildings and/or utilities may be abandoned and need not be removed.

25.3 Contractor shall, under regulations prescribed by County, use only established roadways or construct and use such temporary roadways as may be authorized by County. Where materials are transported in the prosecution of Work, vehicles shall not be loaded beyond the loading capacity recommended by the manufacturer of the vehicle or prescribed by any federal, state or local law or regulation. When it is necessary to cross curbs or sidewalks, protection against damage shall be provided by Contractor, and any damaged roads, curbing, or sidewalks shall be repaired by, and at the expense of Contractor.

25.4 Contractor shall at all times keep the construction area, including storage areas used by Contractor, free from accumulations of waste material or rubbish and prior to completion of the Work, remove any rubbish from and about the premises, and all tools, scaffolding, equipment, and materials not the property of County. Upon completion of the construction, Contractor shall leave the Work and premises in a clean, neat and workmanlike condition satisfactory to County.

25.5 Contractor shall at all times ensure that public streets utilized during construction shall be mud and debris free and constantly maintained in that condition.

26.0 LIABILITY OF CONTRACTOR

Contractor shall be responsible for all damages to persons or property that occurs as a result of the negligence or fault of Contractor in connection with the prosecution of the Work.

Contractor shall also be responsible for all materials delivered and Work performed until…