SECTION 00700

UNIVERSITY OF MARYLAND, BALTIMORE

STANDARD GENERAL CONDITIONS OF CONSTRUCTION CONTRACT

Revised: 12/14/81 - UMAB

03/04/82 - UMAB

01/03/85 - UMAB

11/04/88 - UMAB

03/22/91 - UMAB

06/20/91 - UMAB

11/06/91 - UMAB

07/02/92 - UMAB

08/04/93 - UMAB

01/14/94 - UMAB

12/10/96 – UMAB

08/12/13 - UMAB

02/05/14 – UMB

12/02/16 – UMB

10/31/17 – UMB

07/24/2020 – UMB

10/12/2020 - UMB

UMAB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/ii

TABLE OF CONTENTS

SECTION 1: DEFINITIONS AND RESPONSIBILITIES

1.01 DEFINITIONS

1.02 UNIVERSITY'S RESPONSIBILITIES

1.03 CONTRACTOR'S RESPONSIBILITIES

SECTION 2: AWARD AND EXECUTION OF CONTRACT

2.01 AWARD

2.02 EXECUTION OF CONTRACT AND AMENDMENT

2.03 FAILURE TO EXECUTE CONTRACT:

2.04 PERFORMANCE AND PAYMENT BONDS

2.05 CERTIFICATIONS REQUIRED BY LAW

2.06 CONTRACT DOCUMENTS

2.07 SHOP DRAWINGS

SECTION 3: SCOPE OF THE WORK

3.01 INTENT OF THE CONTRACT DOCUMENTS

3.02 GENERAL CONDITIONS CONTROLLING

3.03 DIFFERING SITE CONDITIONS

3.04 SITE INVESTIGATION

3.05 CONDITIONS AFFECTING THE WORK

3.06 CHANGES IN THE WORK

3.07 UNAUTHORIZED WORK

SECTION 4: CONTROL OF THE WORK

4.01 AUTHORITY OF THE ARCHITECT

4.02 CONFORMITY WITH CONTRACT REQUIREMENTS

4.03 ADJACENT WORK

4.04 CONTROL BY THE CONTRACTOR

4.05 COOPERATION WITH UTILITIES

4.06 AUTHORITY AND DUTIES OF UNIVERSITY INSPECTORS

4.07 INSPECTION OF THE WORK

4.08 REMOVAL OF DEFECTIVE WORK

4.09 MAINTENANCE OF WORK DURING CONSTRUCTION:

4.10 FAILURE TO MAINTAIN ENTIRE PROJECT

4.11 UNIVERSITY'S RIGHT TO DO WORK:

4.12 AUTHORITY OF OFFICE OF ENVIRONMENTAL HEALTH AND SAFETY

4.13 IDENTIFICATION:

4.14 NOISE CONTROL:

4.15 PARKING:

4.16 KEYS:

4.17 PRESS RELEASES:

SECTION 5: MATERIALS

5.01 GENERAL

5.02 STORAGE AND HANDLING OF MATERIALS

5.03 SUBSTITUTION

5.04 APPROVED EQUALS

5.05 CONTRACTOR'S OPTIONS

5.06 TESTS

5.07 BUY AMERICAN STEEL

5.08 SALES TAX

5.09 HAZARDOUS MATERIALS:

UMAB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/iii

SETTING 6: LEGAL RELATIONS AND RESPONSIBILITIES

6.01 LAWS TO BE OBSERVED

6.02 PERMITS AND LICENSES:

6.03 PATENTED DEVICES, MATERIALS, AND PROCESSES

6.04 LAND, AIR, AND WATER POLLUTION

6.05 CONTRACTOR'S LIABILITY INSURANCE

6.06 BUILDER'S RISK INSURANCE

6.07 ASSIGNMENTS

6.08 SEPARATE CONTRACTS

6.09 PAYMENT OF SUBCONTRACTORS

6.10 RELATIONSHIP OF CONTRACTOR TO PUBLIC OFFICIAL AND EMPLOYEES... 44

6.11 NO WAIVER OF LEGAL RIGHTS

6.12 COVENANT AGAINST CONTINGENT FEES

6.13 ASSIGNMENT OF ANTITRUST CLAIMS

6.14 FEDERAL PARTICIPATION

6.15 DISPUTES

6.16 CLAIMS

6.17 VARIATIONS IN ESTIMATED QUANTITIES

6.18 PRE-EXISTING REGULATIONS

6.19 FINANCIAL DISCLOSURE

6.20 POLITICAL CONTRIBUTION DISCLOSURE

6.21 COMPLIANCE WITH LAWS

6.22 RECIPROCITY:

6.23 DEWATERING 49

SECTION 7: PROSECUTION AND PROGRESS OF THE WORK

7.01 NOTICE TO PROCEED

7.02 PROJECT SIGNS:

7.03 PROSECUTION OF THE WORK:

7.04 PUBLIC CONVENIENCE AND SAFETY

7.05 BARRICADES AND WARNING SIGNS

7.06 PRESERVATION, PROTECTION, AND RESTORATION OF PROPERTY

7.07 PROGRESS SCHEDULE AND TIME

7.08 PROGRESS PHOTOGRAPHS

7.09 SUSPENSION OF THE WORK

7.10 CONTRACTOR'S RIGHT TO STOP WORK OR TERMINATE CONTRACT

7.11 UNIVERSITY'S RIGHT TO TERMINATE FOR ITS CONVENIENCE

7.12 TERMINATION FOR DEFAULT -- DAMAGES FOR DELAY -- TIME

TENSIONS

7.13 PARTIAL ACCEPTANCE

7.14 FAILURE TO COMPLETE ON TIME/LIQUIDATED DAMAGES

7.15 SUBSTANTIAL COMPLETION AND FINAL INSPECTION

7.16 CLEANING-UP

7.17 GUARANTEES

7.18 NOTICE TO UNIVERSITY OF LABOR DISPUTES

SECTION 8: PAYMENTS

8.01 SCOPE OF PAYMENT:

8.02 FORCE ACCOUNT WORK:

8.03 CASH ALLOWANCES

8.04 CERTIFICATES OF PAYMENT

8.05 DEDUCTIONS FOR UNCORRECTED WORK

8.06 PAYMENTS WITHHELD

8.07 CORRECTION OF WORK BEFORE FINAL PAYMENT

8.08 ACCEPTANCE AND FINAL PAYMENT

8.09 INTEREST

UMAB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/iv

8.10 AUDITS BY THE UNIVERSITY

8.11 MULTI-YEAR CONTRACTS

8.12 PAYMENT OF STATE OBLIGATIONS . . . . . .. . . . . . . . ……. . . 77

SECTION 9: EMPLOYEES, SUBCONTRACTORS, AND WORK CONDITIONS

9.01 EMPLOYEES AND WORKMANSHIP:

9.02 NON-DISCRIMINATION-EMPLOYMENT POLICIES

9.03 SUBCONTRACTS

9.04 RELATION OF CONTRACTOR AND SUBCONTRACTOR

9.05 MINORITY BUSINESS ENTERPRISE UTILIZATION

9.06 PREVAILING WAGE RATES

9.07 APPRENTICESHIP REQUIREMENTS FOR PUBLIC WORKS

CONTRACTS………………………………………………………..…90

9.08 CONSTRUCTION SAFETY AND HEALTH STANDARDS

END OF TABLE OF CONTENTS

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/5

SECTION 1: DEFINITIONS AND RESPONSIBILITIES

1.01 DEFINITIONS (these definitions shall apply to the entire Contract unless specifically noted):

"Addendum" -- Means a revision or clarification to the original forms, conditions, Specifications and Drawings, made prior to execution of the Contract. Addendums are part of the Bid Documents.

"Any" -- Means 'any and all' whenever more than one item would be applicable or required to complete the Work of the Project in accordance with the Contract Documents.

"The Architect” -- A person registered in the State of Maryland to practice architecture and commissioned by the University to serve as architect on this project. If no person is appointed to serve as Architect, from time to time, then the term "Architect" shall refer to the Office of Facilities Management of the University. Whenever the contract documents are prepared by a registered Engineer in independent practice, and no Architect is employed, each reference to "Architect" refers to the Engineer. If Design/Build project, the term "Architect" shall refer to the person registered in the State of Maryland to practice architecture and commissioned by the Design/Build Contractor to serve as Architect on this project.

"Architect/Engineer (A/E)" -- Means the Architect as defined above.

"As indicated", "As Shown," "As Specified" -- Means "as indicated", shown or specified in the Contract Documents.

"Change Order" -- A written order signed by the responsible procurement officer, directing a Contractor to make changes in implementation of the construction phase of the project which the Contract authorizes the procurement officer to order with or without the consent of the Contractor. Also referred to as “Contract Amendment”.

"Contract” -- The written agreement executed between the University and the Contractor, covering the performance of the work and furnishing of labor, services, equipment, and materials, and by which the University is obligated to compensate him at the mutually established and accepted rate or price. The Contract shall include the Procurement Request, the Procurement Response, contract forms and bonds, these Standard Conditions, and special conditions pertaining to work on the campus involved, drawings, specifications, addenda, supplemental specifications, all special provisions, all technical provisions, all plans and notices to proceed, any Change Orders and Supplemental Agreements (and any amendments or modifications of any of these from time to time) that are required to complete the construction of the work in an acceptable manner, including authorized extensions thereof, and any other matter agreed to as being part of the contract in a component of the contract. In the event that, the Procurement Request requires an amendment of the Contract as a condition to the performance of or payment for any portions of the work such amendment shall be a part of the Contract. ("Construction Amendment") (Said documents are sometimes referred to as the "contract documents.")

"The Contractor” -- The person or entity having direct contractual relation with the University for the Execution of the Work. If the Contractor hereunder is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder. The Contractor shall indicate its Federal Tax Identification or Social Security Number following its name on the first page of the Contract. Sometimes the successful Procurement Responder shall be referred to as the Contractor in connection with the period prior to effectiveness of the Contract but after the Contract has been awarded, as the context may require.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/6

"Contract Time and Completion Date” -- The number of calendar days shown in the specifications indicating the time allowed for the completion of the Work. In case a calendar date of completion is shown, instead of the number of calendar days, such work shall be completed on or before that date.

Critical Path Method (CPM) - A scheduling/management tool showing a network of work elements or activities for a construction project.

"Day” -- Means calendar day unless otherwise designated.

"Drawings" -- The Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location and dimensions of the work, generally including plans, elevations, sections, details, schedules and diagrams.

"Or Equal," "Similar To," or similar expressions -- Means the judgment of "equality" or "acceptability" rests with the University.

"Indicated" -- See "As indicated" above.

"Notice to Proceed” -- A written notice to the Contractor of the date on or before which he shall begin the prosecution of the Work.

"Owner" -- Means the University as defined below.

"Performance Bond and Payment Bond” -- The security in the form approved by the University and executed by the Contractor and his surety, and paid for by the Contractor, as a guarantee that he will pay in full all his bills and accounts for materials and labor used in the construction of the work, as provided by law, and completely perform the Work.

"Plans” -- The official drawings approved by the University as part of the contract documents, including those incorporated in the contract documents by reference.

"The President” -- Shall be understood to mean the President of the University of Maryland, Baltimore or his or her designee.

"Procurement Officer" -- The person designated by the President and authorized by the University in accordance with law or regulations to formulate, enter into, or administer contracts or make written determinations and findings with respect to them.

"Procurement Request" or “Solicitation” -- Refers to the Invitation to Bid, or Request for Proposal or other procurement solicitation in connection with the Work.

"Procurement Responder" -- Refers to the person or entity submitting a Procurement Response.

The "Successful Procurement Responder" refers to the Procurement Responder to whom the Contract is awarded.

"Procurement Response" -- Refers to the response submitted to a Procurement Request.

"Project" -- The Project is the total construction of which the work performed under the Contract Documents may be the whole or a part and which may include construction by the University or by separate contractors.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/7

“Contractor’s Project Manager” The Project Manager is a Contractor employee who will be involved from Notice to Proceed to Construction Close-Out (Completion of the Punch List work included with the Substantial Completion Certificate). This person will be responsible for the overall management, administration, communication and completion of this project for the

Contractor.

“University’s Project Manager” – This person will represent the University and will be responsible for the overall management, administration, communication and completion of this project for the University.

"Related Sections" -- A phrase in the specifications to direct the reader to find provisions on other work which is directly related to the subject section."

"Repair" -- Where used in the contract documents shall be taken to mean to restore after injury, deterioration, or wear; to mend, to renovate by such means as appropriate and to supply such materials and labor as necessary to render the item to be repaired sound, solid, true, plumb, square, even, smooth and fully serviceable. Upon completion of such repair the items must be, unless otherwise stated, rendered to such conditions as to present a first class finished work, or in instances where the repaired item serves as a base for additional finish, the repaired work must be such as to permit a first class finish, to be applied without extra cost to the University. When the word "repair" is used in connection with machinery or mechanical equipment it shall mean, in addition to the above, rendering the equipment completely serviceable and efficient ready for normal use for which it was intended originally.

"Replace," "Restore." "Renew," "Make Good," "Reconstruct" and similar expressions -- Means to "provide", using new materials, as applicable to the type of work involved.

"Specifications" -- The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the work, and performances of related services.

"State” -- Refers to the State of Maryland.

"Subcontractor” -- As employed herein includes only those having a direct contract with the Contractor. It includes one who furnishes material worked to a special design according to the plans and specifications for the Work. It excludes one who merely furnishes material not so worked.

“Superintendent” The Superintendent is a Contractor employee who will be involved onsite

(generally 100% of the time) from start of Construction field activities to Construction Close-Out ad is able to make decisions while in the field. This person will be responsible for the overall direct supervision of the subcontractors, daily coordination of the work on site, maintenance of the schedule, on site management such as material delivery, outages, etc. The Superintendent should have knowledge of safety hazards and MOSHA requirements and the ability to interpret contract plans and specifications for the subcontractors.

"Supplemental Agreement” -- A written agreement covering added or changed work which is beyond the scope of the Contract and Change Orders. A Supplemental Agreement becomes a part of the Contract when approved and properly executed by all parties to the Contract.

"Surety” -- The corporate body bound with and for the Contractor, for the full and complete performance of the Contract and for the payment of all debts pertaining to the Work.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/8

"University” -- Refers to the University of Maryland, a body corporate and an agency of the State of Maryland. In particular, the University refers to the University of Maryland, Baltimore or another campus of the University as specified in the Contract, or the authorized representative that issues the Procurement Request.

"Work" -- Work shall be understood to mean the furnishing of all labor, materials, equipment, services, utilities, and other incidentals necessary to the successful completion of the project and the carrying out of all the duties and obligations imposed by the Contract.

"Written Notice” -- Shall be deemed to have been duly served if delivered in person to the individual or to the member of the firm or to an office of the corporation to whom it is intended, or if delivered to or sent by registered mail, to the last business address known to him who gives notice.

1.02 UNIVERSITY'S RESPONSIBILITIES:

A. The University shall furnish, upon request, any available record drawings, utility plans, and other data pertinent to existing conditions to the extent that such material is available. The University, however, can offer no assurances that such drawings, property description, or other data are accurate, current or complete.

B. Information under the University's control shall be furnished by the University with reasonable promptness to avoid delay in the orderly progress of the work.

C. The foregoing are in addition to other duties and responsibilities of the University enumerated in the Contract.

D. The State shall not assume any obligation to indemnify, hold harmless, or pay attorney's fees that may arise from or in any way be associated with the performance or operation of this agreement [21.07.03.23]

1.03 CONTRACTOR'S RESPONSIBILITIES: Notwithstanding anything in this Contract to the contrary, the following items are in addition to the Contractor's obligation set forth elsewhere in the Contract.

A. The Contractor shall supervise and direct the Work, using his best skill and attention. He solely shall be responsible for all construction means, methods, techniques, sequences, and procedures and for coordinating all portions of the Work under the Contract.

B. The Contractor shall be responsible to the University for acts and omissions of his employees, his agents or subcontractors and their agents and employees, and other persons performing any of the Work under a contract with the Contractor.

C. The Contractor shall not be relieved from his obligation to perform the Work in accordance with the contract documents, either by the Contract, or by inspections, tests, or approvals required or performed any person in connection with the Work.

D. The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, and the contract documents, and shall not encumber the site unreasonably with any materials or equipment. The Contractor shall submit proof of a Confined Space Program to UMB's Office of Environmental Health & Safety (EHS), 714 W. Lombard Street, Baltimore, MD 21201-1041.

E. Cutting and Patching of Work:

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/9

(1) The Contractor shall be responsible for all cutting, fitting, or patching that may be required to complete the Work or to make its several parts fit together properly.

(2) The Contractor shall not alter, damage or endanger any portion of the Work of the University or any separate contractors by cutting, patching, otherwise altering any work or excavation. The Contractor shall not cut or otherwise alter the work of the University and of such separate contractor.

(3) The Contractor shall not unreasonably withhold from the University or any separate contractor his consent to cutting or otherwise altering the Work.

F. The Contractor shall perform the Work in accordance with the lines, grades, typical cross sections, dimensions, and other data required by the contract documents as modified from time to time, including the furnishing of all materials, services, implements, machinery, equipment, tools, supplies, transportation, labor, and all other items necessary for the satisfactory prosecution and completion of the project in full compliance with the requirements of the contract documents.

G. Indemnification:

(1) To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless the University System of Maryland, the University and any Client University, the State of Maryland, the Architect, the Engineer, and the local government of the city or county where the Project is located (if requested by the University), and their agents and employees, from and against all claims, damages, losses, and expenses, including but not limited to attorney’s fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, or loss or expense: (1) is attributable to bodily injury, sickness, disease, death, or personal injury or injury to or destruction of tangible property (other than the Work itself) including the loss of use resulting therefrom, and (2) is caused in whole or in part by any negligent or willful act or omission of the Contractor, any Subcontractor or Sub-subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not the claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Section.

This obligation is not intended to be or to imply a waiver of the sovereign or governmental immunity of the University, the State, the Client University, or any local jurisdiction where the Project is located.

(2) In any and all claims against the University or the State of Maryland or the

Architect or any of their agents or employees by any employee of the Contractor, any Subcontractor or Sub-subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or any Subcontractor or Sub-subcontractor under worker's or workmen's compensation acts, disability benefit acts or other employee benefit acts.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/10

(3) The obligations of the Contractor under this Section shall not extend to the liability of the Architect, Engineer, or their agents or employees, arising out of (1) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications, or (2) the giving of or the failure to give directions or instructions by the Architect or Engineer, or their agents or employees provided such giving or failure to give directions or instructions, is the primary cause of the injury or damage.

END OF SECTION 1

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/11

SECTION 2: AWARD AND EXECUTION OF CONTRACT

2.01 AWARD

A. The University reserves the right to cancel the award of any Contract before the execution of the Contract by all parties without any liability on its part.

B. The successful Procurement Responder will be given written notice of award stating that his Procurement Response has been accepted and that he has been awarded the Contract.

C. When the Procurement Responder consists of more than one person or entity, each such person or entity participating in the Procurement Response will be held jointly and severally responsible as a Procurement Responder for the duties of the Contractor.

2.02 EXECUTION OF CONTRACT AND AMENDMENT:

The University's Department of Procurement Services, after a Notice of Award has been issued, shall forward the formal contract form, and other applicable contract forms (including but not limited to, Contract Affidavit, Minority Business Participation Exhibit II, Performance and Payment Bonds,) to the Contractor for execution and from time to time shall forward to Contractor the forms required in connection with any Contract or the Contract Amendment for construction, as applicable. The Contractor shall execute the Contract form or the Contract Amendment, and other applicable forms and return them along with required certificate(s) of insurance to the Department of Strategic Sourcing and Acquisitions Services within ten (10) days after receipt of same.

After receipt of the properly executed contract forms, and other applicable forms, the Department of Strategic Sourcing and Acquisitions Services will execute the Contract or the Contract Amendment, as applicable, and forward the Contractor a copy.

The Contract and/or Contract Amendment shall not be in effect until and unless it is executed by all parties and approved by the Board of Public Works or other external parties [if such approval(s) is required].

2.03 FAILURE TO EXECUTE CONTRACT:

Failure of the Contractor to execute the Contract or the Contract Amendment and file acceptable bonds within the time provided in Section 2.02 and Section 2.04D shall be just cause for the payment of damages guaranteed by the bid bond or other securities at an amount equal to the increased contract price paid by the University as a result of the failure of the Contractor to execute the Contract, or the Contract Amendment, or the amount set forth in The Procurement Response as liquidated damages, whichever is higher.

In the event that the damages sustained by the University exceed the amount of the bid security, the University reserves the right to proceed against the Contractor for the balance of its damages.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/12

2.04 PERFORMANCE AND PAYMENT BONDS:

(Required when initial contract exceeds $100,000.00) [21.07.02.10]

A. The University shall provide to the Contractor for execution copies of the Performance and Payment Bonds along with the contract form. The bonds must be executed and returned to the University as provided in the Contract. The premium for the bonds shall be paid by the Contractor.

B. The bonds shall be in the full amount of the contract price.

C. The Contractor shall adjust the amount of the bonds from time to time to reflect any increase or decrease in the contract price over the amount of $100,000. For any such additions, the Contractor will be reimbursed by the University in the amount of the actual amount of the increased bond cost. For any such decrease, the Contractor will credit the University the actual amount of the decreased bond cost. The Contractor shall provide updated bonds that reflect the increase or decrease within ten (10) working days of the fully executed contract modification.

D. The Contractor shall deliver fully executed 100% Performance and Payment Bonds to

UMB's Department of Strategic Sourcing and Acquisition Services within ten (10) working days after the fully executed Contract is sent to the Contractor.

2.05 CERTIFICATIONS REQUIRED BY LAW:

A. Cost and Price Certification: [21.07.01.23]

1. The Contractor, by submitting cost or price information certifies that, to the best of its knowledge, the information submitted is accurate, complete and current as to a mutually determined specified date prior to the conclusion of any price discussions or negotiations for:

(a) a negotiated contract, if the total contract price is expected to exceed $100,000 or a smaller amount set by the Procurement Officer; or

(b) a change order or contract modification expected to exceed $100,000, or a smaller amount set by the Procurement Officer.

2. The price under the contract and any change order, including profit or fee, shall be adjusted to exclude any significant price increases occurring because the Contractor furnished cost or price information which, as of the date agreed upon between the parties, was inaccurate, incomplete or not current.

3. If the parties are negotiating for a change order which is expected to exceed

$100,000, the Contractor shall truthfully execute a cost and price information certificate on a form provided by the University. The certificate will provide, in relevant part that the Contractor's price and cost information is accurate, complete and current as of mutually determined date prior to the change order.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/13

B. Contingent Fee Prohibition:

At the time the parties execute the Contract, if not sooner, the Contractor shall truthfully execute a certificate on a form provided by the University which provides that he has not employed or retained any person, partnership, corporation, or other entity, other than a bona fide employee or agent, or paid any fee or any other consideration contingent on the making of the Contract.

C. Corporation Registration and Tax Payment Certification:

The Contractor represents and warrants, and shall truthfully execute a certificate on a form provided by the University so stating, (1) that it is qualified to do business in the State of Maryland and that it will take such action as, from time to time hereafter may be necessary, to remain so qualified, and (2) that it is not in arrears with respect to the payment of any monies due and owing the University or the State of Maryland, or any department or unit thereof, including but not limited to the payment of taxes and employee benefits, and it shall not become so in arrears during the term of this Contract.

2.06 CONTRACT DOCUMENTS:

A. The contract documents are complementary. That which is called for by any one shall be as binding as if called for by all.

(1) Intent of the documents is to include all work necessary for proper completion of the Project (excluding any part that is excluded from the Contract) ready for continual efficient operation. It is not intended, however, to include any work not reasonably inferable that is not explicitly described in the Contract Document.

(2) Clarification - Whenever the Contractor has questions, the Contractor should obtain clarification of all questions which may have arisen as to intent of the contract documents or any actual conflict between two or more items in the contract documents. Should the Contractor have failed to obtain such clarification, then the University may direct that the Work proceed by any method indicated, specified, or required by the contract documents in the interest of maintaining the best construction practice. Such direction by the University shall not constitute the basis for a claim for extra costs by the Contractor. The Contractor acknowledges that it has had the opportunity to request clarification prior to submitting its bid to the University and therefore agrees that he is not entitled to claim extra costs as a result of such clarification.

(3) Jargon -- Work described in words that have a well-known technical or trade meaning shall be held to refer to such recognized standard use.

(4) Identification -- The Contract documents shall be signed in triplicate by the University and the Contractor.

(5) Singular or plural references shall mean one or more like terms of work as necessary to complete the Work, unless specifically directed otherwise.

(6) Typographical and spelling errors in the specifications will be interpreted by the A/E for their meaning and intent.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/14

(7) The following order of precedence shall be used when there is a conflict in the Contract Documents. When the order of precedence cannot be used to resolve a conflict, then the more expensive labor, material or equipment shall be provided.

(a) The written agreement between the University and the Contractor which generally incorporates the Solicitation;

(b) Supplementary Conditions (Section 00800)

(c) General Conditions (Section 00700)

(d) Specifications, Divisions 1 through 16

(e) Drawings, in the following order of precedence:

(i) Notes on Drawings in order of scale with largest first

(ii) Details in order of scale with largest first

(iii) Figured Dimensions

(iv) Scaled Dimensions

B. Drawings -- The Contractor shall do no Work without proper drawings and instructions.

Drawings are in general drawn to scale and symbols are used to indicate materials and structural and mechanical requirements. When symbols are used those parts of the drawings are of necessity diagrammatic and it is not possible to indicate all connections, fittings, fastenings, etc., which are required to be furnished for the proper execution of the work. Diagrammatic indications of piping, ductwork and conduit, and similar items in the work are subject to field adjustment in order to obtain proper grading, fitting passage over, under or past obstructions, to avoid exposure in finished rooms and unsightly and obstructing conditions. The Contractor shall make these adjustments at no increased cost to the University.

(1) Copies Furnished -- The University will furnish the Contractor without cost, an electronic set of drawings and specifications.

(2) Copies At The Site -- The Contractor shall keep in the job site office a complete set of all drawings, specifications, shop drawings, schedules, etc., in good order and available to the Architect and the University.

(3) Ownership -- All contract documents remain the property of the University. The

Contractor shall not use any of them on other work and shall return to the University upon completion of the work.

C. Large Scale Detail Drawings -- When the University directs, the Architect shall furnish additional instructions, in the form of large scale developments of the drawings used for bidding, or to amplify the specifications for the proper execution of the Work. These shall be true developments of the bidding documents and reasonably inferable therefrom. The Work shall be executed in conformity therewith.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/15

D. Dimensions -- The Contractor shall carefully check all dimensions prior to execution of the particular portion of the Work affected. Whenever inaccuracies or discrepancies are found, the Contractor shall consult the Architect prior to any construction or demolition.

Should any dimensions be missing, the Architect will be consulted and supply them prior to execution of the Work unless, under the specifications, the Contractor is responsible for determining dimensions. Dimensions for items to be fitted into constructed conditions at the job will be taken at the job and will be the responsibility of the Contractor. The obvious intent of the documents or obvious requirement dictated by conditions existing or being constructed supersedes dimensions or notes which may be in conflict therewith.

Whenever a stock size manufactured item or place of equipment is specified by its normal size, it is the responsibility of the Contractor to determine the actual space requirements for setting or entrance to the setting space. No extra cost will be allowed by reason of work requiring adjustments in order to accommodate the particular item of equipment.

E. Whenever new work, building, addition, or portions thereof are not accurately located by plan dimensions, the Architect will supply exact position for execution of the Work.

2.07 SHOP DRAWINGS:

A. The Contractor shall submit, for the Architect's approval at such time as agreed in the Contractor's schedule, shop drawings, including setting drawings, and schedules as required by the University or the Architect for the work of the various subcontractors.

These drawings shall be prepared in conformity with the best practice and standards for the trade concerned. Due regard shall be given to speed and economy of fabrication and erection.

B. All shop drawings must show the name of the project and the University Contract number.

C. Size of Drawings -- All shop drawings and details submitted to the Architect for approval shall be printed on sheets of the same size as the contract drawings prepared by the Architect. When a standard of a fabricator is of such size to be printed more than one drawing on a sheet of the size of the Architect's drawing, this is acceptable. Sheets larger than the Architect's drawing will not be accepted except when specifically permitted by the University. Shop detail supplied on a sheet of letter size 8-1/2" x 11" is acceptable for schedules and small details.

D. Items For Which Shop Drawings Will Be Required -- Shop drawings will be required for all items which are specifically fabricated for the work or when the assembly of several items is required for a working unit. Shop drawings are required for all items designated in the contract specifications, for all reinforcing and structural steel, specially made or cut masonry units, miscellaneous metal work, specially made millwork, plaster molds, or moldings, marble and slate, special rough hardware, and all heating, ventilating, plumbing, and electrical items requiring special fabrication, or detail connections including refrigeration, elevators, dumb waiters, laboratory equipment, ducts, etc. Refer to submittal section(s) of the specifications.

E. Copies Required -- Contractor shall supply two (2) copies for the Architect's file and eight

(8) copies for the University's Office of Facilities Management, in addition to such copies as the Contractor may desire for his own use.

F. Examination and Approval -- The Architect will examine shop drawings with reasonable promptness, noting desired corrections or granting approval or rejecting them.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/16

G. Field Dimensions and Conditions -- The Architect is not responsible for the check of dimensions or existing conditions in the field. This is the sole responsibility of the

H. Resubmission -- When the Architect or the University notes desired corrections or rejects the drawings, the Contractor shall resubmit the drawings promptly with corrective changes, without additional compensation.

I. Contractor's Responsibility -- Unless the Contractor has, in writing, notified the Architect to the contrary, at the time of submission, the University and the Architect may and will assume that the drawings are in conformity with the existing contract documents and do not involve any change in the contract price or any change which will alter the space within the structure or alter the nature of the building from the contemplated in the contract documents.

J. University's and Architect's Notations -- Should the Contractor consider any rejection of the University's and Architect's notation on the shop drawings to require an increase in the cost of the work from that contemplated in the Contract documents, then the Contractor shall desist from further action relative to the item it questions and shall notify the Project Manager, Procurement Officer and Architect, in writing, within five (5) days of the additional or less cost involved. No work relative to the item shall be executed until the entire matter is clarified and the Contractor is ordered by the University to proceed.

Failure of the Contractor to serve written notice as above required shall constitute a waiver of any claim in relation thereto. Similarly, should the University’s and Architect's notation or change involve less work than is covered by the contract drawings, the Contractor shall allow the University an equitable credit resulting from the change in the work.

END OF SECTION 2

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/17

SECTION 3: SCOPE OF THE WORK:

3.01 INTENT OF THE CONTRACT DOCUMENTS:

It is the intent of the contract documents to show all the work necessary to complete the project.

3.02 GENERAL CONDITIONS CONTROLLING:

Subject to Section 2.06 A (7), in event of a conflict between these General Conditions and any other provision of the contract documents, these General Conditions shall prevail unless such other provision expressly provides to the contrary.

3.03 DIFFERING SITE CONDITIONS: [21.07.02.05]

A. The Contractor shall promptly, and before such conditions are disturbed, notify the Procurement Officer in writing of: (1) Subsurface or latent physical conditions at the site differing materially from those indicated in this Contract, or (2) unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in this Contract. The Procurement Officer shall promptly investigate the conditions, and if he finds that such conditions do materially so differ and cause an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this Contract, whether or not changed as a result of such conditions, an equitable adjustment shall be made and the Contract modified in writing accordingly.

B. No claim of the Contractor under this clause shall be allowed unless the Contractor has given the notice required in paragraph A above provided, however, the time prescribed therefore may be extended by the University.

C. No claim by the Contractor for an equitable adjustment shall be allowed if asserted after final payment under this Contract.

3.04 SITE INVESTIGATION:

This provision is in addition to any other provision in the Contract relating to Site Investigation.

[21.07.02.06]

The Contractor acknowledges that he has investigated and satisfied himself as to the conditions affecting the work, including but not restricted to those bearing upon transportation, disposal, handling and storage of materials, availability of labor, water, electric power, roads and uncertainties of weather, river stages, tides or similar physical conditions at the site, the conformation and conditions of the ground, the character of equipment, and facilities needed preliminary to and during prosecution of the work. The Contractor further acknowledges that he has satisfied himself as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by the University, as well as from information presented by the drawings and specifications made a part of the Contract. Any failure by the Contractor to acquaint himself with the available information may not relieve him from responsibility for estimating properly the difficulty or cost of successfully performing this work. The State assumes no responsibility for any conclusions or interpretations made by the Contractor on the basis of the information made available by the University.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/18

3.05 CONDITIONS AFFECTING THE WORK:

The Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work and the general and local conditions which affect the Work or the cost thereof. Any failure by the Contractor to do so will not relieve him from responsibility for successfully performing the Work without additional expense to the University. The Contractor agrees not to place any credence in any understanding or representation concerning conditions made by any University employee or agents prior to the execution of this Contract unless such understanding or representation is expressly stated in the Contract.

3.06 CHANGES IN THE WORK: [21.07.02.02]

A. A procurement officer of the University's Department of Strategic Sourcing and Acquisition Services may, at any time, without notice to the sureties, if any, by written order designated or indicated to be a Change Order, make any change in the Work within the general scope of the Contract, including but not limited to changes:

(1) In the specifications (including drawings and designs);

(2) In the method or manner of performance of the Work;

(3) In the University-furnished facilities, equipment, materials, services, or site; and/or,

(4) Directing acceleration in the performance of the Work.

B. Any other written order or oral order (which terms as used in this paragraph B shall include direction, instruction, interpretation, or determination from the Procurement Officer which causes any such change) shall be treated as a Change Order under this clause, provided that the Contractor gives the procurement officer written notice stating the date, circumstances, and source of the order, and that the Contractor regards the order as a Change Order.

C. Except as herein provided, no order, statement, or conduct of the Procurement Officer or other University personnel shall be treated as a change under this clause or entitle the Contractor to an equitable adjustment hereunder.

D. If any change under this Section causes an increase or decrease in the Contractor's cost of, or the time required for, the performance of any part of the work under this Contract, whether or not changed by any order, an equitable adjustment shall be made and the Contract modified in writing accordingly; provided, that except for claims based on defective specifications, no claim for any change under paragraph B above shall be allowed for any costs incurred more than twenty (20) days before the Contractor gives written notice as therein required: provided further, that in the case of defective specifications for which the University is responsible, the equitable adjustment shall include any increased cost reasonable incurred by the Contractor in attempting to comply with such defective specifications.

E. If the Contractor intends to assert a claim for an equitable adjustment under this Section, it shall within thirty (30) days after receipt of a written Change Order under paragraph A above or the furnishing of written notice under paragraph B above, submit to the procurement officer a written statement setting forth the general nature and monetary extent of such claim unless this period is extended by the University. The statement of claim hereunder may be included in the notice under paragraph B above.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/19

F. No claim by the Contractor for an equitable adjustment hereunder shall be allowed or asserted after final payment under this Contract.

G. In order to facilitate review of quotations for extras or credits, all proposals (except those so minor that their propriety can be seen by inspection) shall be accomplished by a complete itemization of costs including labor, materials and Subcontracts. Where major cost items are Subcontracts, they shall also be itemized. In no case will a change involving over $2000.00 be approved without such itemization.

H. Each Contractor and subcontractor shall furnish labor and materials for any additional work ordered by the University (and for which no pre-agreed price has been fixed) for the net cost of all labor and materials furnished, plus an overhead and profit amount not to exceed 15% on work performed by its own forces. In addition each Contractor and each subcontractor shall be entitled to mark up by an amount not to exceed 10% any invoice received from another subcontractor for work performed by the other subcontractor’s forces.

I. Each contract modification or change order that affects contract price shall be subject to the prior written approval of the Procurement Officer and other appropriate University authorities and to prior certification of the appropriate fiscal authority of fund availability and the effect of the modification or change order on the project budget or the total construction cost. If, according to the certification of the fiscal authority, the contract modification or change order will cause an increase in cost that will exceed budgeted and available funds, the modification or change order may not be made unless sufficient additional funds are made available or the scope of the project is adjusted to permit its completion within the project budget.

3.07 UNAUTHORIZED WORK:

Each contract modification or change order that affects contract price shall be subject to the prior written approval of the Procurement Officer and other appropriate authorities and to prior certification of the appropriate fiscal authority of fund availability and the effect of the modification or change order on the project budget or the total construction cost. If, according to the certification of the fiscal authority, the contract modification or change order will cause an increase in cost that will exceed budgeted and available funds, the modification or change order may not be made unless sufficient additional funds are made available or the scope of the project is adjusted to permit its completion within the project budget.

Contractor shall not be paid for any work not authorized in writing by the Procurement Officer.

END OF SECTION 3

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/20

SECTION 4: CONTROL OF THE WORK:

4.01 AUTHORITY OF THE ARCHITECT:

A. Under the direction of the University, the Architect shall be the initial interpreter of any drawings included among the contract documents. He will furnish with reasonable promptness such clarifications as he may deem necessary for the proper execution of the Work; such clarifications to be consistent with the intent of the contract documents. He is the agent of the University only to the extent provided in the contract documents. When in special instances he is authorized by the University so to act, he has authority to recommend to the University to stop work whenever such stoppage may be necessary to insure the proper execution of the Contract.

B. Except as otherwise provided in the contract documents, all the Architect's decisions are subject to review by the University.

4.02 CONFORMITY WITH CONTRACT REQUIREMENTS:

A. All Work performed and all materials furnished by the Contractor shall be in conformity with the Contract requirements.

B. In the event the University finds the materials or the finished product in which the materials are used or the work performed are not in complete conformity with the Contract requirements and have resulted in an inferior or unsatisfactory product, the work or materials shall be removed and replaced or otherwise corrected by and at the expenses of the Contractor.

C. In the event the University finds the materials or the finished product in which the materials are used are not in complete conformity with the Contract requirements, but have resulted in a satisfactory product, the University shall then make a determination if the work shall be accepted. In this event, the University will document the basis of acceptance by a change order which will provide for an appropriate adjustment in the Contract price. Acceptance of the work will be contingent upon the Contractor’s acceptance of a Contract Amendment incorporating the Change Order.

4.03 ADJACENT WORK:

A. The University shall have the right, at any time, to contract for and perform other work on, near, over, or under the work covered by the Contract. In addition, other work may be performed under the jurisdiction of another State agency. The Contractor shall cooperate fully with such other contractors and carefully fit his own work to such other as may be directed by the Architect.

B. The Contractor agrees that in event of dispute as to cooperation or coordination with adjacent contractors, the University will act as referee and decisions made by the University will be binding. The Contractor agrees to make no claims against the University or the State of Maryland for any inconvenience, delay, or loss experienced by him because of the presence and operations of other contractors.

UMB GENERAL CONDITIONS OF CONSTRUCTION CONTRACT 00700/21

4.04 CONTROL BY THE CONTRACTOR:

A. The Contractor shall constantly maintain efficient supervision of the work, using the best skill and…