PART_II_-_General_T_and_C_-PUR046_Rev_2-14__Rev_11.21.22_.pdf

Pur-046(2/14) Rev.

Revised: 11/21/22- Section 6.01.D i UMCP GENERAL CONDITIONS

PART II

GENERAL TERMS AND CONDITIONS

OF THE CONTRACT

ii UMCP GENERAL CONDITIONS

TABLE OF CONTENTS

The University of Maryland General Conditions of the Contract Between

Owner and Contractor

Section 1: Definitions and Responsibilities Page

1.01 Definitions

1.02 Owner's Responsibilities

1.03 Contractor's Responsibilities

Section 2: Contract Documents - Shop Drawings

2.01 Contract Documents

2.02 Shop Drawings

Section 3: Scope of 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

3.07 Modification of Contract Price

3.08 Force Account Work

3.09 Unauthorized Work

3.10 Variations in Estimated Quantities

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 the Entire Project

4.11 University's Right to do Work

Section 5: Materials

5.01 General

5.02 Storage and Handling of Materials

5.03 Substitution

5.04 Approved Equals

iii UMCP GENERAL CONDITIONS

5.05 Contractor's Options

5.06 Tests

5.07 Buy American Steel

5.08 Sales Tax

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 Insurance Requirements

6.06 Assignments

6.07 Separate Contracts

6.08 Relationship of Contractor to Public Officials

and Employees

6.09 No Waiver of Legal Rights

6.10 Contingent Fee Prohibition

6.11 Assignment of Antitrust Claims

6.12 Federal Participation

6.13 Disputes

6.14 Claims

6.15 Performance and Payment Bonds

6.16 Financial Disclosure

6.17 Political Contribution Disclosure

6.18 Retention of Records

6.19 Compliance with Laws

6.20 Cost and Price Certification

6.21 Entire Agreement

Section 7: Prosecution and Progress of the Work

7.01 Notice to Proceed

7.02 Project Signs and Construction Office

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

7.08 Progress Photographs

7.09 Suspension of Work

7.10 Termination for Convenience of the University

7.11 Termination for Default-Damages for Delay and

Time Extensions

7.12 Partial Acceptance

7.13 Liquidated Damages

7.14 Substantial Completion and Final Inspection

7.15 Cleaning-up

7.16 Guarantees

iv UMCP GENERAL CONDITIONS

7.17 Century Compliance Warranty

7.18 Notice to University of Labor Disputes

Section 8: Payments

8.01 Scope of Payment

8.02 Payment of State Obligations

8.03 Prompt Payment to Subcontractors

8.04 Allowances

8.05 Retainage

8.06 Deductions for Uncorrected Work

8.07 Payments Withheld

8.08 Correction of Work Before Final Payment

8.09 Acceptance and Final Payment

8.10 Electronic Funds Transfer

8.11 Audits By the State

8.12 Multi-Year Contracts Contingent Upon

Appropriations

Section 9: Employees, Subcontractor and Worker Conditions

9.01 Employees and Workmanship

9.02 Non-Discrimination In Employment

9.03 Subcontracts

9.04 Relation of Contractor and Subcontractor

9.05 Prevailing Wage Rates

9.06 Construction Safety and Health Standards

9.07 Drug and Alcohol Free Workplace

9.08 Sexual Harassment

9.09 Non-Hiring of Employees

9.10 Contractor Reporting of Suspected Child

Abuse and Neglect

SECTION 1 - DEFINITIONS AND RESPONSIBILITIES

Pur-046(2/14) Rev. 1 UMCP GENERAL CONDITIONS

1.01 DEFINITIONS (FEBRUARY 2007)

A. Approved Equal: Those supplies or services or compatible items of construction whose quality, design or performance characteristics are functionally equal or superior to an item specified.

B. The Architect: A person registered in the State of Maryland to practice architecture and contracted by the University to prepare the contract documents for the designated project and to assist with bidding of the project and contract administration during the construction phase. The Architect has no independent authority to direct the contractor on behalf of the University.

Should no independent Architect have been appointed to prepare the contract documents or supervise the construction, then the University of Maryland is the agency referred to by the term "Architect". Whenever the contract documents are prepared by a registered Engineer in independent practice, and no architect is employed, all reference to Architect shall be construed to refer to the Engineer.

C. Change Order: A contract modification signed by the responsible Procurement Officer, directing a Contractor to make changes which the changes clause of a contract authorizes the Procurement Officer to order with or without the consent of the contractor.

D. Contract: The written agreement executed between the

University and the successful bidder, covering the performance of the work and furnishing of labor, services, equipment, and materials, and by which the Contractor is bound to perform the work and furnish the labor, services, equipment and materials, and by which the University is obligated to compensate him therefore at the mutually established and accepted rate or price. The contract shall include the construction bid form, contract forms and bonds, general conditions, specifications, addenda, supplemental specifications, all special provisions, all technical provisions, all plans and notice to proceed, also any written change orders and supplemental agreements that are required to complete the construction of the work in an acceptable manner, including authorized extensions thereof. (Said documents are sometimes referred to as the "contract documents").

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E. The Contractor: The person or organization 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. For Construction Management (CM) with GMP/at Risk contracts, the term “Contractor” refers to the “Construction Manager”.

F. Contract Time and Completion Date: The number of working or calendar days shown in the construction bid form indicating the time allowed for the completion of the work contemplated in the contract. In case a calendar date of completion is shown in the proposal, in lieu of the number of working or calendar days, such work shall be completed on or before that date.

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

H. "Day" or "day": Means calendar day unless otherwise designated.

I. "The Owner" or "The University of Maryland" or "The University": Refers to the University of Maryland, an agency and instrumentality of the State of Maryland. In particular, the University refers to the campus or administrative unit of the University or its authorized representative that issues bid information relative to a particular transaction.

J. Notice to Proceed: A written notice to the Contractor of the date on or before which he shall begin the prosecution of the work to be done under the contract.

K. 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.

L. Performance Bond: The security in the form approved by the

University and executed by the Contractor and his surety, and paid for by the Contractor, guaranteeing complete performance of the contract.

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M. Plans: The official drawings issued by the University as part of the contract documents, including those incorporated in the contract documents by reference.

N. Procurement Officer: The person designated by the University to make decisions with respect to the administration of the work. He will be identified at the job initiation conference.

O. "Repair" or "repair": Where used in these contract documents repair 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.

P. The Owner" or "State" or "University": The State of Maryland acts only through its Board of Public Works. No action or representation is binding upon the State or the University of Maryland unless it is made by, or ratified by, the Board of Public Works. Actions or representation made by the University do not bind the State or the University unless so provided in law.

Q. NOT USED

R. 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. For Construction Management (CM) with GMP/at Risk contracts, the term “Subcontractor” refers to the “Trade Contractor”.

S. Supplemental Agreement: A written agreement covering added

Pur-046(2/14) Rev. 4 UMCP GENERAL CONDITIONS or changed work which is beyond the scope of the contract and the changes clause. A supplemental agreement becomes a part of the contract when approved and properly executed by all parties to the contract.

T. Surety: The corporate body bound with and for the Contractor, for the full and completed performance of the contract and for the payment of all debts pertaining to the work.

U. 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 upon the Contractor by the contract.

V. 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 OWNER'S RESPONSIBILITIES

A. The Owner shall furnish all surveys describing the physical characteristics, legal limitations, and utility location for the site of the project, and a legal description of the site.

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

C. The Owner shall forward all instructions to the Contractor.

Verbal instructions will be confirmed in writing.

D. The foregoing are in addition to other duties and responsibilities of the Owner enumerated herein and especially those in respect to work by owner or by separate Contractors, payments and completion, and insurance.

1.03 CONTRACTOR'S RESPONSIBILITIES (JANUARY 2002)

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

Pur-046(2/14) Rev. 5 UMCP GENERAL CONDITIONS all portions of the work under the contract.

B. The Contractor shall be responsible to the University for the acts and omissions of his 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 his obligations to perform the work in accordance with the contract documents either by the activities or duties of the architect in his administration of 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.

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.

2. The Contractor shall not damage or endanger any portion of the work or 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 or any separate Contractor except with the written consent of the University and of such separate Contractor. 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 forward all communications to the

University through the architect.

G. 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

Pur-046(2/14) Rev. 6 UMCP GENERAL CONDITIONS of the project in full compliance with the contract documents.

H. Indemnification:

1. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the University and the State of Maryland and the architect 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, or death, or to 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 act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any one 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 the paragraph.

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, 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 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, his 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

Pur-046(2/14) Rev. 7 UMCP GENERAL CONDITIONS give directions or instructions by the architect, his agents or employees providing such giving or failure to give is the primary cause of the injury or damage.

I. Record Logs

1. The Contractor shall maintain and update at least weekly, logs/records, including the following:

a. Proposed Change Order Log

b. Submittal Log

c. Request for Information (RFI) log

d. Minority and Disadvantaged Business Enterprises MBE)Participation Plan

2. Logs shall be maintained in a format acceptable to the

University and current (updated) copies shall be made available to the University on request. Updated logs shall be furnished to the University prior to any scheduled progress meeting.

3. Logs shall include key dates to enable analysis of compliance with required response times and to track, via aging reports, the status of outstanding items requiring attention.

END OF SECTION

SECTION 2 - CONTRACT DOCUMENTS

Pur-046(2/14) Rev. 8 UMCP GENERAL CONDITIONS

2.01 CONTRACT DOCUMENTS (JUNE 2002)

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 ready for continual efficient operation. It is not intended, however, to include any work not properly inferable.

2. Clarification: Prior to submittal of a bid or proposal 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 architect 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 architect shall not constitute the basis for a claim for extra cost by the Contractor. The Contractor acknowledges that he had the opportunity to request clarification prior to submitting his 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 duplicate by the University and the Contractor. In case either party shall fail to sign them then the architect shall identify them.

B. Drawings: The Contractor shall do no work without proper drawings and/or 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.

Pur-046(2/14) Rev. 9 UMCP GENERAL CONDITIONS

Diagrammatic indications of piping, duct work 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, three (3) copies of drawings and specifications. Additional copies may be obtained by the Contractor upon payment of the cost of reproduction of the drawings.

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. Additionally, one set of all contract drawings should be maintained as as-built drawings. As- Built drawings shall be marked up by the Contractor in the field on a regular basis to record all changes in the work as they occur, and the exact location of all exposed and concealed pipe runs, valves, plugged outlets cleanouts and other control points including electrical conduits and ducts, in such manner as will provide a complete, accurate "as-built" record. The location of pipes or control points concealed underground, under concrete, in chases or above hung ceiling shall be dimensioned. "As-Built" drawings shall be delivered to the Architect, in a condition satisfactory to him, as a condition precedent to final acceptance of work.

Release of final retainage will be subject to receipt of the as-built drawings.

3. Ownership: All documents remain the property of the

University. They must not be used on other work and they shall be returned to the University upon completion of the work.

C. Large Scale Detail Drawings: The architect shall furnish, when the University directs 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.

Pur-046(2/14) Rev. 10 UMCP GENERAL CONDITIONS

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 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. 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 supercedes dimensions or notes which may be in conflict therewith. Whenever a stock size manufactured item or piece 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 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 prior to execution of the work.

2.02 SHOP DRAWINGS (JUNE 2002)

A. After checking and verifying all field measurements and after complying with applicable procedures specified in the contract documents, Contractor shall submit to architect for review and approval, in accordance with the Contractor's schedule, shop drawings or other submittals which will bear a stamp or specific written indication that the Contractor has satisfied its responsibility under the contract documents with respect to the review of such submissions. Submittal of shop drawings shall be made at least twenty-one (21) days in advance of any required response from the Architect and/or the University in order to provide sufficient time for review. The data on the shop drawing will be complete with respect to quantities, dimensions, specified performance and design criteria, materials and similar data to enable the architect and/or the University to review the information as required. 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.

Pur-046(2/14) Rev. 11 UMCP GENERAL CONDITIONS

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 print more than one drawing on a sheet of the size of the architect's drawings, this is acceptable. Sheets larger than the architect's drawings 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 reinforcing and structural steel, specially made or cut masonry units, miscellaneous metal work, specially made millwork, plaster moulds, or mouldings, 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.

E. Copies Required: Contractor shall supply two (2) copies for the architect's file and two (2) copies for the University, in addition to such copies as the Contractor may desire to be returned for his own use.

F. Examination and Approval: The architect will examine and return shop drawings with reasonable promptness, noting desired corrections or accepting or rejecting them.

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 Contractor.

H. Resubmission: When the architect notes desired corrections or rejects the drawings, the Contractor shall resubmit the drawings with corrective changes.

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 assume

Pur-046(2/14) Rev. 12 UMCP GENERAL CONDITIONS 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 that contemplated in the contract documents.

J. Architect's Notations: Should the Contractor consider any rejection or architect's notation on the shop drawings to cause 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 he questions and shall notify the architect and the University in writing, within five (5) days of the additional or less cost involved. No work 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 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.

SECTION 3 - SCOPE OF WORK

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3.01 INTENT OF THE CONTRACT DOCUMENTS

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

3.02 GENERAL CONDITIONS CONTROLLING

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 (USM - FEB 2000)

A. The Contractor shall promptly, within five (5) days of observing such conditions 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 inherent 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 A. above; provided however, the time prescribed therefore may be extended by the University.

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

3.04 SITE INVESTIGATION (USM - FEB 2000)

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, Pur-046(2/14) Rev. 14 UMCP GENERAL CONDITIONS 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 this 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 the work. The University assumes no responsibility for any conclusions or interpretations made by the Contractor on the basis of the information made available by the University.

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 can 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 (USM - FEB 2000)

A. The procurement officer unilaterally 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 State-furnished facilities, equipment, Pur-046(2/14) Rev. 15 UMCP GENERAL CONDITIONS materials, services, or site; or

4. Directing acceleration in the performance of the work.

B. Any other written order or an oral order, including a direction, instruction, interpretation or determination, from the procurement officer that 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 shall be treated as a change under this clause or entitle the Contractor to an equitable adjustment hereunder.

D. Subject to paragraph (F), below, 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 this contract, whether or not changed by any order, an equitable adjustment shall be made and the contract modified in writing accordingly; provided, however, that except for requests based on defective specifications, no request for any change under B. above, shall be allowed for any costs incurred more than 20 days before the Contractor gives written notice as therein required; and provided further, that in the case of defective specifications for which the University is responsible, the equitable adjustment shall include any increased cost reasonably incurred by the Contractor in attempting to comply with such defective specifications.

E. If the Contractor intends to request an equitable adjustment under this clause, he shall, within 30 days after receipt of a written change order under (1) above, or the furnishing of written notice under (A) above, submit to the procurement officer a written statement setting forth the general nature and monetary extent of request, unless this period is extended by the University. The statement requesting an equitable adjustment may be included in the notice under (B) above.

F. Each proposed contract modification that affects contract price shall be subject to the prior written approval of the procurement officer and other appropriate authorities and

Pur-046(2/14) Rev. 16 UMCP GENERAL CONDITIONS to prior certification of the appropriate fiscal authority of fund availability and the effect of the modification on the project budget or the total construction cost. If, according to the certification of the fiscal authority, the contract modification will cause an increase in cost that will exceed budgeted and available funds, the modification 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. The procurement officer will promptly notify the contractor if insufficient funds are available to proceed with a contract modification.

G. No request by the Contractor for an equitable adjustment hereunder shall be allowed if asserted after final payment under this contract.

3.07 MODIFICATION OF CONTRACT PRICE (FEBRUARY 2007)

When changes in the work require adjustment of the Contract Price, such modification shall be accomplished as follows:

A. The Contractor shall promptly submit to the University and to the Architect a fully itemized breakdown of the quantities and prices used in computing the value of the requested change along with a detailed explanation and justification for the proposed change regardless of the nature of the change.

B. For all changes in the Work to be performed by a subcontractor, the Contractor shall furnish the subcontractor's fully itemized breakdown of quantities and prices which shall bear the original signature of a representative of the subcontractor authorized to act for the subcontractor. If requested by the University or the Architect, proposals from suppliers or other supporting data required to substantiate costs shall be furnished.

C. Modification of the Contract Price, when required, shall be determined as follows:

1. When unit prices are stated in the Contract or have been subsequently agreed upon, by application of such unit prices.

2. A lump sum price agreed upon by both the University and Contractor.

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3. If job conditions, or the extent or nature of the change, or if the University and the Contractor fail to agree upon a lump sum price, or the application of unit prices to determine the cost of any proposed change, the Work shall be done on the basis of a Force Account as hereinafter stated under Section 3.08 FORCE ACCOUNT WORK.

Under these conditions, the University shall have the right to issue an order to the Work to be performed and the Contractor shall proceed as directed under the provisions of Section 3.08.

4. If the change involves only a credit, the Contract Price will be reduced by the amount it would have cost the Contractor if the work omitted had not been eliminated;

including overhead and profit, however, the Contractor and the subcontractor will be allowed to retain a sum not in excess of three percent (3%) for handling.

5. Re-stocking fees for return of materials or supplies may be allowed on the basis of actual cost to the contractor or five percent (5%) of the original material cost, whichever is less. The University retains the option to purchase excess materials for disposal or use by the University.

6. If the change involves both a credit and debit, both sums shall be shown and the two sums balanced to determine the adjusted total cost or credit. No allowance to the Contractor shall be made or allowed for loss of anticipated profits on account of any changes in the Work.

7. Unless otherwise specified, the allowable mark-up for combined overhead and profit for work performed by the Contractor with his own forces will be based upon the monetary value of the Work as follows:

Not to exceed fifteen percent(15%) combined overhead and profit.

This mark-up shall be applied to additive and deducted charges in the same manner.

8. For work performed by a subcontractor with his own forces, the percentages for combined overhead and profit for a subcontractor will be as stated in

Pur-046(2/14) Rev. 18 UMCP GENERAL CONDITIONS

Paragraph 7 above. On work partly or solely performed by a subcontractor, the Contractor will be allowed eight percent (8%) of the total cost of the subcon- tractor's labor, materials, overhead and profit, including taxes and Insurance on labor required by statute. These mark-ups shall be applied to additive and deductive changes in the same manner.

9. The allowable mark-up described in Paragraphs 7 and 8 above shall be applied to work performed by the Contractor and first-tier subcontractors only.

10. For Construction Management at Risk/GMP Contracts, the

Construction Manager shall not be entitled to overhead and profit on contract modifications except as allowed in Section V of the CM-RFP Document. The allowable percentages for overhead and profit for “contractor” and “subcontractor” in this section apply to “trade contractor” and “trade subcontractor” respectively.

11. On all changes in the Work, the Contractor will be reimbursed for his expenditures for Workmen's Compensation Insurance, Social Security Taxes and Unemployment Compensation Taxes covering persons actually engaged upon the Work. The actual increased cost of bonds and insurance will be reimbursed. Evidence must be furnished to support the reimbursement of additional bond expense. A fixed percentage mark-up for increased bond expense will not be acceptable. These adjustments shall be applied to additive and deductive changes in the same manner.

12. The cost of foremen and superintendents may be added only when the Change Order makes necessary the hiring of additional supervisory personnel or makes their employment for time additional to that required by the basic contract.

13. The Contractor shall be allowed the actual cost for rental of machine power tools or special equipment, including fuel and lubricants which are necessary to execute the Work required on the change, but no percentages shall be added to this cost. The rental rate is to be agreed upon by the University and the Contractor; the rate shall relate generally to the latest as filed by the Associated Equipment Distributors. Reimbursement on rental rates will not

Pur-046(2/14) Rev. 19 UMCP GENERAL CONDITIONS be authorized if Contractor owned equipment is used.

Owned equipment will be reimbursed on the basis of actual cost.

14. The Contractor may be allowed additional time for performance of additional work. Requests for additional time must be supported by an analysis of the schedule, demonstrating that critical path work will be impacted by the additional work. No additional/extended overhead shall be provided, for performance of additional work, other than the mark- ups allowed in the preceding sections of 3.07 C. above.

15. If the Contractor and the University cannot agree as to the extent the contract time shall be increased for extra work or the extent the Contract time shall be reduced for work omitted by the State, the increase or decrease, as the case may be, shall be determined by the Procurement Officer. Any disagreement with this decision may be appealed by the Contractor under the Disputes Clause.

16. No order for change at any time or place shall in any manner or to any extent relieve the Contractor of any of his obligations under the contract.

17. The Architect, with the concurrence from the University, shall have authority to make minor changes in the Work not involving extra cost, and not inconsistent with the purposes of the building. Otherwise, except in any emergency endangering life or property, no extra Work or changes to the Work shall be done unless authorized by the University prior to any such Work or changes to the Work being done.

D. The allowable percentages of cost for overhead and profit are deemed to include, but not be limited to, the following:

1. Job supervision and field office expense required by the Contract, expenses for timekeepers, clerks and watchmen, cost of correspondence of any kind, and insurance not specifically mentioned herein, all expenses in connection with the maintenance and operation of the field office, use of small tools, and cost of small trucks generally used for transporting

Pur-046(2/14) Rev. 20 UMCP GENERAL CONDITIONS either workmen, materials, tools or equipment to job location, and incidental job burdens. No percentage allowances will be made for maintenance or operation of Contractor's regularly established principal office, branch office or similar facilities.

3.08 FORCE ACCOUNT WORK (FEBRUARY 2007)

A. When the Contractor is required to perform work as a result of additions or changes to the contract for which there are no applicable unit prices in the contract, the University and Contractor shall make every effort to come to an agreed upon price for the performance of such work. If an agreement cannot be reached, the University may require the Contractor to do such work on a force account basis to be compensated in accordance with the following:

1. Labor: For all labor and for foremen in direct charge of the specific operations, the Contractor shall receive the actual wages for each and every hour that said labor and foremen are actually engaged in such work. The Contractor shall receive the actual costs paid to, or in behalf of, workmen by reason of subsistence and travel allowances, health and welfare benefits, pension fund benefits or other benefits, when such amounts are required by collective bargaining agreement or other employment contract generally applicable to the classes of labor employed on the work.

2. Materials: For materials accepted by the architect and used, the Contractor shall receive the actual cost of such materials delivered on the work, including transportation charges paid by him (exclusive of machinery rentals as hereinafter set forth).

3. Equipment: For any machinery or special equipment (other than small tools, whether rented or owned), the Contractor shall receive the rates agreed upon in writing before such work is begun, or the Contractor shall receive those rates which may be specified elsewhere in the contract. For purpose of definition, equipment with a new cost of $500 or less will be considered small tools.

4. Materials and Supplies Not Incorporated in the Work: For materials and supplies expended in the performance

Pur-046(2/14) Rev. 21 UMCP GENERAL CONDITIONS of the work (excluding those required for rented equipment) and approved by the University, the Contractor shall receive the actual cost of such materials and supplies used.

5. Bond, Insurance, and Tax: For bond premiums, property damage, liability, and workmen's compensation insurance premiums unemployment insurance contributions, and social security taxes on the force account work, the Contractor and University shall determine an equitable percent to be applied against the labor cost (premium pay and fringes excluded).

6. Subcontractors: For work done solely by a subcontractor, the subcontractor's cost shall be determined as stipulated in 3.08, A.1 through 5. The allowable percentages for combined overhead and profit for the subcontractor shall be as stipulated hereinafter under Sub-paragraph 8. The Contractor shall be entitled to an allowance of eight percent (8%) of the subcontractor's total cost of doing the work.

7. Superintendence: No additional allowance shall be made for general superintendence, the use of small tools, or other costs for which no specific allowance is herein provided.

8. Contractor's Overhead and Profit: The Contractor will be paid for a work done performed by his own forces a percentage thereof, as his overhead and profit, as follows:

Not to exceed fifteen (15%) combined overhead and profit.

B. Compensation: The compensation as set forth above shall be received by the Contractor as payment in full for the work done on a force account basis. At the end of each day, the Contractor's representative and the University shall compare records of the cost of work as ordered on a force account basis.

C. Statements: No payment will be made for work performed on a force account basis until the Contractor furnishes the architect duplicate itemized statements of the cost of such force account work detailed as to the following:

Pur-046(2/14) Rev. 22 UMCP GENERAL CONDITIONS

1. Name, classification, date, daily hours, total hours, rate, and extension for such laborer, foreman.

2. Designation, dates, daily hours, total hours, rental rate, and extension for each unit of machinery, and equipment.

3. Quantities of materials, prices, and extensions.

4. Transportation of materials.

5. Cost of property damage, liability, and workmen's compensation insurance premiums, unemployment insurance contributions, and social security tax.

6. Payments of items under Paragraphs 3. and 4. shall be accompanied by original receipted invoices for materials used and transportation charges. If, however, the materials used in the force account work are not specifically purchased for such work but are taken from the Contractor's stock, then in lieu of the original invoices the statements shall contain or be accompanied by an affidavit of the Contractor which shall certify that such materials were taken from his stock, that the quantity claimed was actually used and that the price and transportation of the material as are claimed represent actual cost.

3.09 UNAUTHORIZED WORK

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

3.10 VARIATIONS IN ESTIMATED QUANTITIES (USM - FEB 2000)

Mandatory provision for only those construction contracts that contain estimated quantity items:

Where the quantity of a pay item in this contract is an estimated quantity and where the actual quantity of such pay item varies more than twenty-five percent (25%) above or below the estimated quantity stated in this contract, an equitable adjustment in the contract price shall be made upon demand of either party. The equitable adjustment shall be based upon any increase or decrease in costs due solely to the variation above one hundred twenty-five percent (125%) or below seventy-five percent (75%) of the estimated quantity. If the quantity variation is such as

Pur-046(2/14) Rev. 23 UMCP GENERAL CONDITIONS to cause an increase in the time necessary for completion, the procurement officer shall, upon receipt of a written request for an extension of time within ten (10) days from the beginning of the delay, or within a further period of time which may be granted by the procurement officer before the date of final settlement of the contract, ascertain the facts and make the adjustment for extending the completion date as in his judgment the findings justify.

(Note: Applies only to construction contracts that contain estimated quantity items.)

SECTION 4 - CONTROL OF THE WORK

Pur-046(2/14) Rev. 24 UMCP GENERAL CONDITIONS

4.01 AUTHORITY OF THE ARCHITECT (JUNE 2002)

A. The Architect shall advise the University on matters involving interpretation of the plans and specifications.

The Architect does not have authority to provide direction to the Contractor except as described herein. 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 contract documents and when in special instances he is authorized by the University so to act, he has authority 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 of the architect's recommendations are subject to review and approval by the University.

4.02 CONFORMITY WITH CONTRACT REQUIREMENTS (JUNE 2002)

A. All work performed and all materials furnished 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 expense of the Contractor.

C. In the event the University finds materials or the finished product in which the materials are used are not in complete…