EXHIBIT_Q_-_UMB_Standard_General_Conditions_of_Maintenance.pdf

UNIVERSITY OF MARYLAND, BALTIMORE

STANDARD GENERAL CONDITIONS OF

CONTRACTS FOR MAINTENANCE PROJECTS

DECEMBER 2020 EDITION

("STANDARD MAINTENANCE GENERAL CONDITIONS")

UMB Maintenance General Terms and Conditions – December 2020

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 of Contract

2.02 Execution of Contract

2.03 Performance and Payment Bonds

2.04 Failure to Execute Contract

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 Differing Site Conditions

3.03 Site Investigation

3.04 Conditions Affecting the Work

3.05 Changes in the Work

3.06 Unauthorized Work

SECTION 4: CONTROL OF THE WORK

4.01 Authority of the Architect/Engineer

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 the Work during the Project

4.10 University's Right to do Work

4.11 Authority of Office of Environmental Safety and Health

4.12 Identification

4.13 Noise Control

4.14 Parking

4.15 Driving rules and regulations…………………………18

4.16 Keys…………………18

4.17 Press Releases…………………19

SECTION 5: MATERIALS

5.01 General

5.02 Storage and Handling of Materials

5.03 Substitutions

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

SECTION 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 Officials and Employees

6.11 No Waiver of Legal Rights

6.12 Covenant Against Contingent Fee

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 Law

6.22 Dewatering…………………33

SECTION 7: PROSECUTION AND PROGRESS OF THE WORK

7.01 Notice to Proceed

7.02 Prosecution of the Work

7.03 Public Convenience and Safety

7.04 Barricades and Warning Signs

7.05 Preservation, Protection, and Restoration of Property

7.06 Progress Schedule and Time

7.07 Progress Photographs

7.08 Suspension of the Work

7.09 Contractor's Right to Stop Work or Terminate Contract

7.10 University’s Right to Terminate for Convenience

7.11 Termination for Default

7.12 Partial Acceptance

7.13 Failure to Complete on Time/Liquidated Damages

7.14 Substantial Completion and Final Inspection

7.15 Cleaning-Up

7.16 Guarantees

7.17 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 Certificate 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

8.10 Audits by the University

8.11 Multi Year Contracts

8.12 Payment of State Obligations……………………52

SECTION 9: EMPLOYEES, SUBCONTRACTORS, AND WORK CONDITIONS

9.01 Employees and Workmanship

9.02 Non-discrimination Policies

9.03 Subcontracts

9.04 Relation of Contractor and Subcontractor

9.05 Minority Business Enterprise Utilization

9.06 Project Safety and Health Standards

9.07 Mandated Contractor Reporting of Suspected Child Abuse & Neglect………..57

END OF TABLE OF CONTENTS

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SECTION 1: DEFINITIONS AND RESPONSIBILITIES

1.01 DEFINITIONS

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

The Architect/Engineer (A/E) -- A person registered in the State of Maryland to practice Architecture or Engineering and commissioned by the University to serve as Architect/Engineer on the project. If the University has not contracted with an independent Architect/ Engineer for a project, then the UMB Office of Facilities and Operations and Operations may be referred to by the term “Architect/ Engineer." Whenever the contract documents are prepared by a registered Engineer in independent practice, and a separate Architect is not employed, each reference to "Architect/Engineer" refers to the Engineer. For a Design/Build project, the term "Architect/Engineer" refers to the person registered in the State of Maryland to practice and commissioned by the Design/Build Contractor to serve as Architect/Engineer on the project.

Change Order -- A written order signed by the responsible procurement officer, directing a Contractor to make changes in implementation of the project.

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 the Contractor at the mutually established and accepted rate or price. The Contract shall include the RFP, the Contractor’s proposal, contract forms and bonds, these Standard Conditions, and special conditions pertaining to work on the campus involved, specifications, addenda, supplemental specifications, all special provisions, all technical provisions, all plans and notices to proceed, any written change orders that are required to complete the work in an acceptable manner, including authorized extensions, and any other matter agreed to as being part of the contract.

Contract Time and Completion Date -- The number of calendar days shown in the specifications indicating the time allowed for the completion of the Work contemplated in the Contract. 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.

Contractor -- The person or organization having direct contractual relation with the University for the execution of the "Work." If the Contractor is comprised of more than one legal entity, each entity shall be jointly and severally liable.

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 the project.

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

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.

Notice to Proceed -- A written notice to the Contractor of the date on which the Contractor shall begin the prosecution of the work to be done under the Contract.

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 Contractor’s surety, and paid for by the Contractor, as a guarantee that Contractor will pay in full all bills and accounts for materials and labor used in the project, as provided by law.

Plans -- The official drawings approved by the University for the project.

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 the contracts.

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

Repair -- Where used in these 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 it 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.

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

State -- Refers to the State of Maryland.

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Solicitation – Refers to the solicitation issued by UMB to procure the Contractor.

Subcontractor -- As used under the Contract Documents includes only those having a direct contract with the Contractor. This term includes one who furnishes material worked to a special design according to the plans and specifications for the "Work." The term excludes one who merely furnishes material not so worked.

Superintendent— The Superintendent is a Contractor employee who will be involved as required by the Project from Notice to Proceed to Construction Close-Out. 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.

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.

University -- Refers to the University of Maryland, Baltimore, a body corporate and an agency and instrumentality of the State of Maryland.

University’s Project Manager – The University’s representative, generally, but not always, from the Office of Facilities and Operations,, who is involved from Notice to Proceed to Project Close-Out (Completion of the Punch List work included with the Substantial Completion Certificate). This person will be responsible for the University for the overall management, administration, communication and completion of this Project.

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.

1.02 UNIVERSITY'S RESPONSIBILITIES

A. The University shall furnish, upon request, any available record drawings, utility plans and locations, and other data pertinent to existing conditions to the extent that such material is available.

However, the University does not provide any assurances that such drawings, property description, or other data are accurate, current or complete.

B. Information or services 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 University and 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 Contract.

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1.03 CONTRACTOR'S RESPONSIBILITIES

Notwithstanding anything in the Contract to the contrary, the following items are in addition to the Contractor's obligations set forth elsewhere in the Contract.

A. The Contractor shall supervise and direct the work, using Contractor’s best skill and attention.

Contractor shall be solely responsible for all 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 Contractor’s employees, 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 Contractor’s obligation to perform the work in accordance with the Contract documents either by the Contract or by inspections, tests, or approvals required or performed by persons other than the Contractor.

D. The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, and the Contract documents, and shall not unreasonably encumber the site with any materials or equipment. The Contractor shall submit proof of a Confined Space Program to the University's Office of Environmental Safety & Health (ESH), 1000 Hilltop Circle, Baltimore, MD 21250.

E. Cutting and Patching of Work:

(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 in accordance with the Contract Documents.

(2) The Contractor shall not alter, damage or endanger any portion of the work of the University or any separate contractors by cutting, patching, or otherwise altering any work or by 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 consent to cutting or otherwise altering the work from the University or any separate contractor.

F. The Contractor shall perform all work in accordance with the lines, grades, typical cross sections, dimensions, and other data required by the Contract documents or as modified by written orders, 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 and hold harmless the University System of Maryland, the University, the State of Maryland, the

UMB Maintenance General Terms and Conditions – December 2020 Page 5 of 59

Architect/Engineer, 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:

(a) is attributable to bodily injury, sickness, disease, or death personal injury or injury to or destruction of tangible property (other than the work itself) including the loss of use resulting there from; and

(b) 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 it 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 paragraph. This obligation is not intended to be or to imply a waiver of the sovereign immunity of the University or the State, 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/Engineer 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 paragraph 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 of sub-subcontractor under worker's or workmen's compensation acts, disability benefit acts or other employee benefit acts.

(3) The obligations of the Contractor under this paragraph shall not extend to the liability of the Architect/Engineer arising out of:

(a) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, or specifications; or

(b) the giving of or the failure to give directions or instructions by the Architect or the Engineer, or their agents or employees providing such giving or failure to give is the primary cause of the injury or damage.

SECTION 2: AWARD AND EXECUTION OF CONTRACT

2.01 AWARD OF CONTRACT

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. When a Contract is jointly bid, all Contractors bidding will be held jointly and severally responsible for the duties of the Contractor.

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2.02 EXECUTION OF CONTRACT

After a Notice of Award has been issued for a project, the University's Construction and Facilities Procurement shall forward the formal contract form and any other applicable forms (i.e., Contract Affidavit, Minority Business Participation Exhibits, Performance and Payment bonds, etc.) to the Contractor for execution, and from time to time shall forward to Contractor the forms required in connection with any contract amendment. The Contractor shall execute the contract form or the contract amendment, as applicable, and other applicable forms and return the forms, along with required certificates of insurance to the Procurement Department within ten (10) days after receipt.

After receipt of the properly executed contract form and other applicable contract forms, the Construction and Facilities Procurement will execute the contract or the contract amendment, as applicable, and forward the Contractor a copy.

The contract or the contract amendment shall not be in effect until and unless the document is executed by all parties and, if applicable, approved by appropriate external parties as may be required by the University and the State.

2.03 PERFORMANCE AND PAYMENT BONDS

This section is applicable when the initial cost for a project exceeds $100,000, or when otherwise expressly provided in the solicitation document or contract form.

A. The Contractor shall provide executed performance and payment bonds in the format required by COMAR 21.07.02.10. 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 increase the amount of the bonds from time to time to reflect increases in the contract price. For such additions, the Contractor will be reimbursed by the University for the amount of the actual increased bond cost.

D. The Contractor shall deliver fully executed 100% Performance and Payment bonds to the University's Procurement Department within ten (10) working days after the contract document is sent to the Contractor.

2.04 FAILURE TO EXECUTE CONTRACT

As applicable, failure of the Contractor to execute the contract or the contract amendment and file acceptable bonds in a timely manner shall be just cause for the payment of liquidated 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.

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 the University’s damages.

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2.05 CERTIFICATIONS REQUIRED BY LAW

A. Cost and Price Certification:

(1) The Contractor by submitting cost or price information certifies that, to the best of Contractor’s 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 University.

(2) The price under the contract and any change order modification, 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.

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 Contractor has not employed or retained any person, partnership, corporation, or other entity, other than a bona fide employee or agent or paid consideration to any person which is contingent upon the making of the contract.

C. Corporate Registration and Tax Payment Certification:

The Contractor, represents and warrants, and shall truthfully execute a certificate on a form provided by the University during the solicitation process: (1) that Contractor is qualified to do business in the State of Maryland and that Contractor will take such action as, from time to time may be necessary, to remain qualified; and (2) that Contractor 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, including but not limited to the payment of taxes and employee benefits, and Contractor 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 document shall be as binding as if called for by all.

(1) The 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. The documents are not intended, however, to include any work not reasonably inferable that is not explicitly described in the contract document.

(2) Whenever the Contractor has questions, the Contractor should obtain clarification of all

UMB Maintenance General Terms and Conditions – December 2020 Page 8 of 59 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 fail to obtain 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 practice.

Direction by the University shall not constitute the basis for a claim for extra costs by the Contractor. The Contractor acknowledges that the Contractor has the opportunity to request clarification prior to submitting a price to the University, and therefore agrees that Contractor is not entitled to claim extra costs as a result of failure to obtain clarification.

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

(4) 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 the meaning and intent, if the specification is unclear as a result of the error.

(7) The following order of precedence shall be used when there is a conflict in the bidding or 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

(b) Supplementary Conditions

(c) General Conditions

(d) Project Specifications

(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

UMB Maintenance General Terms and Conditions – December 2020 Page 9 of 59 obstructing conditions. The Contractor shall make these adjustments at no increased cost to the University.

(1) Copies Furnished -- The University will electronically furnish the Contractor, without cost, one (1) set of reproducible drawings and one (1) set of specifications at 100% Documents.

(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/Engineer and the University.

(3) Ownership -- All documents remain the property of the University. Documents may not be used on other work and shall be returned to the University upon completion of the work.

C. Large Scale Detail Drawings -- At the University’s direction, the Architect/Engineer 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 large scale drawings shall be true developments of the bidding documents and the Work shall be executed in conformity to the drawings.

D. Dimensions -- The Contractor shall carefully check all dimensions prior to execution of the particular work affected. Whenever inaccuracies or discrepancies are found, the Contractor shall consult the Architect/Engineer prior to any Work. Should any dimensions be missing, the Architect/Engineer will be consulted and supply the dimensions 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.

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 are not accurately located by plan dimensions, the Architect/Engineer will supply exact position to execution of the work.

2.07 SHOP DRAWINGS

The Specifications for a particular project shall determine if shop drawings are required for a project.

This section applies to projects that require shop drawings.

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

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C. Submittal of Drawings -- All shop drawings and details submitted to the University and the Architect/Engineer for approval shall be submitted in a manner as directed by the University. (Refer to Paragraph 2.08 regarding use of eBuilder.)

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 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. Shop drawings are also required for any items listed in the submittal section of the specifications.

E. Examination And Approval -- The Architect/Engineer will examine shop drawings with reasonable promptness, noting desired corrections or granting approval or rejecting them.

F. Field Dimensions And Conditions -- The Architect/Engineer is not responsible for the check of dimensions or existing conditions in the field. This is the sole responsibility of the Contractor.

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

H. Contractor's Responsibility -- Unless the Contractor has, in writing, notified the Architect/Engineer to the contrary, at the time of submission, the University and the Architect/Engineer may and will assume that the drawings are in conformity with the 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.

I. University's and Architect/Engineer's Notations -- Should the Contractor consider any rejection of the University's and Architect/Engineer'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 the Contractor questions and shall notify the University and Architect/Engineer, 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. Similarly, should the University’s and Architect/Engineer'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.

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2.08 eBUILDER PROJECT MANAGEMENT SOFTWARE

The University Facilities and Operations utilizes eBuilder Project Management software to assist in the management of all projects. Use of the eBuilder system involves submission of all documentation through the web based system. Such documentation includes submissions during design and construction phases, and includes construction document submissions, cost estimates, constructability reviews, reports, requests for information, product submittals, shop drawings, outage requests, invoices and other project related documents. The University of Maryland, Baltimore Design and Construction (UMB D&C) has switched to an eBuilder unlimited licensing plan. This means that the project team (A/E and Contractor) will be required to register for use of the eBuilder system through UMB D&C and will NO LONGER be required to purchase an annual license for each Project Manager under this contract. This is ONLY for projects specifically at or managed by UMB.

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 DIFFERING SITE CONDITIONS

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 the Contract; or (2) unknown physical conditions at the site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract. The Procurement Officer shall promptly investigate the conditions, and if the Procurement Officer finds that conditions do materially 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 the 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 provided prompt notice, as required; however, the time prescribed for the project 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.

3.03 SITE INVESTIGATION

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

The Contractor acknowledges that the Contractor has investigated and been satisfied 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

UMB Maintenance General Terms and Conditions – December 2020 Page 12 of 59 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 the Contractor is satisfied 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 become acquainted with the available information may not relieve the Contractor 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.

3.04 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. Any failure by the Contractor to do so will not relieve the Contractor 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 the Contract unless such understanding or representation is expressly stated in the Contract.

3.05 CHANGES IN THE WORK

A. A procurement officer in the University's Department of Procurement & Strategic Sourcing 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

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

B. If any change under this clause 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 the Contract, whether or not changed by and any order, an equitable adjustment shall be made and the Contract modified in writing accordingly.

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

D. 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

UMB Maintenance General Terms and Conditions – December 2020 Page 13 of 59 also be itemized. A change involving over $2000.00 will not be approved without itemization.

E. The 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 the following percentage for overhead and profit:

Not to exceed 10% mark up for additional work performed by a subcontractor;

Not to exceed 5% mark up for materials; and, Not to exceed 15% mark up on work performed by the Contractor's own forces.

F. 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 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.

3.06 UNAUTHORIZED WORK

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

SECTION 4: CONTROL OF THE WORK

4.01 AUTHORITY OF THE ARCHITECT/ENGINEER

A. Under the direction of the University, the Architect/Engineer shall be the initial interpreter of any drawings included among the Contract documents. The A/E will furnish with reasonable promptness such clarifications as the A/E may deem necessary for the proper execution of the Work; such clarifications to be consistent with the intent of the Contract documents. The A/E is the agent of the University only to the extent provided in the Contract documents. The A/E may be authorized in special circumstances 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/Engineer'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

UMB Maintenance General Terms and Conditions – December 2020 Page 14 of 59 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 determine 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 other contractors and carefully fit Contractor’s own work to such other as may be directed by the University.

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 Contractor because of the presence and operations of other contractors.

4.04 CONTROL BY THE CONTRACTOR

A. The Contractor shall constantly maintain efficient supervision of the work, using best skill and coordinating ability. Contractor shall carefully study and compare all drawings, specifications, and other instructions and check them against conditions existing, or being constructed, on the project.

Contractor shall at once report to the University and the Architect/Engineer any error, inconsistency, or omission which is discovered.

B. On applicable projects, the Contractor shall schedule and conduct regular progress meetings every other week, and as directed by the University, at which Subcontractors, University, Architect/Engineer, and other designated representatives, and the Contractor can discuss such matters as progress, scheduling, and work-related issues. The Contractor is responsible for taking meeting notes and distributing the notes to all invited parties within three (3) working days after such meetings.

The meeting notes are the product of the Contractor. Failure of the University to respond to the notes is not deemed to be acceptance as to accuracy.

4.05 COOPERATION WITH UTILITIES

A. It is understood and agreed that the Contractor has considered in Contractor’s bid all of the permanent and temporary utility appurtenances in their present or relocated positions and that no additional compensation will be allowed for normal delays, inconvenience, or damage sustained by Contractor due to any interference from utility appurtenances, the operation of moving them, or the making of new connections, if required by the Contract documents.

UMB Maintenance General Terms and Conditions – December 2020 Page 15 of 59

B. The Contractor shall have responsibility for notifying all affected utility companies prior to the necessity of performing any work on their utilities and shall cooperate with the utility companies in achieving the desired results. All damage to utility facilities caused by the Contractor's operations shall be the responsibility of the Contractor.

C. At points where the Contractor's operations are adjacent to properties of railway, telegraph, telephone, water, and power companies, or are adjacent to other property, damage to which might result in expense, loss, or inconvenience, work shall not be commenced until all arrangements for necessary protection have been made by the Contractor.

D. The Contractor shall cooperate with the owners of any underground or overhead utility lines in their removal and rearrangement operations in order that these operations may be reduced to a minimum and that services rendered by those parties will not be unnecessarily interrupted.

E. The Contractor shall promptly notify the proper authority in the event of interruption to utility services as a result of accidental breakage, or as a result of being exposed or unsupported, and shall cooperate with the authority in the restoration of service. No work shall be undertaken around fire hydrants until provisions for continued service have been approved by the local fire authority.

F. Utility outages shall be kept to a minimum and will be permitted only with the written approval of the University's Office of Facilities and Operations. All requests for outages shall be made a minimum of ten (10) working days in advance of their need. Requests for outages will not be considered unless the request includes an identification of all areas which will be affected by the proposed outage.

4.06 AUTHORITY AND DUTIES OF UNIVERSITY INSPECTORS

A. University inspectors shall be authorized to inspect all Work done and all material furnished. Such inspection may extend to all or any part of the Work and to the preparation, fabrication, or manufacture of the materials to be used. The inspector is not authorized to revoke, alter, or waive any requirements of the Contract, nor is the inspector authorized to approve or accept any portion of the complete Project. The inspector is authorized to call the attention of the Contractor to any failure of the work or materials to conform to the contract, and authorized to reject materials or suspend the Work until any questions at issue can be referred to and decided by the University. Inspectors shall perform their duties at such times and in such manner as will not unnecessarily impede progress on the Contract.

B. The inspector shall in no case act as foremen or perform other duties for the Contractor, nor interfere with the management of the work by the latter.

C. Any advice which the inspector may give the Contractor shall not be construed as binding the University in any way or releasing the Contractor from fulfilling all the terms of the Contract. The duty of the inspector on the project is to observe the progress of the Work and to report any deviations from the requirements of the Contract documents; however, should the inspector fail to report any such deviation from the Contract requirements, this does not release the Contractor from fulfilling all

UMB Maintenance General Terms and Conditions – December 2020 Page 16 of 59 of the terms of the Contract.

D. Where there is disagreement between the Contractor and the inspector, the inspector will immediately direct the University's and the Architect/Engineer's attention to the issues of disagreement, and if the Contractor still refuses to make corrections, comply or suspend work, the University will prepare and deliver in writing to the Contractor, by mail or otherwise, a written order suspending the Work and explaining the reason for such shutdown. as soon as the inspector shall immediately leave the site of the Work and any Work performed during the inspector's absence will not be accepted or paid for and may be required to be removed and disposed of at Contractor's expense.

4.07 INSPECTION OF THE WORK

A. Work, including the fabrication and source of supply, is subject to observation by the Architect/Engineer and to the University's Office of Facilities and Operations 's right to inspect specific items.

B. The Contractor shall provide facilities for access and inspection as required by the University.

C. If the specifications, the Office of Facilities and Operations' instructions, law, ordinances, or any public authority require any work to be specially tested or approved, the Contractor shall give the Office of Facilities and Operations timely notice of its readiness for inspection, and if inspection is by another authority, the date fixed for such inspection. Inspections by the Office of Facilities and Operations shall be made promptly and where practicable at the source of supply. Any work covered without approval of the University must, if required by the Architect/Engineer or the Office of Facilities and Operations, be uncovered, and then recovered, for examination at the Contractor's expense.

4.08 REMOVAL OF DEFECTIVE WORK

A. All work and materials which do not conform to the requirements of the Contract will be considered unacceptable.

B. Any unacceptable or defective work, whether the result of poor workmanship, use of defective materials, damage through carelessness, or any other cause, found to exist shall be removed and replaced by work and materials which shall conform to the Contract requirements or shall be remedied otherwise in an acceptable…