Fillable Printable Contractors Agreement - Utah
Fillable Printable Contractors Agreement - Utah
Contractors Agreement - Utah
DFCM Form 090111
____/___/FVA/____/_____/___
Project No. ________
CONTRACTOR'S AGREEMENT
FOR:
THIS CONTRACTOR'S AGREEMENT, made and entered into this ____ day of _________,
20__, by and between the DIVISION OF FACILITIES CONSTRUCTION AND
MANAGEMENT, hereinafter referred to as "DFCM", and ______________________________,
incorporated in the State of ___________ and authorized to do business in the State of Utah,
hereinafter referred to as "Contractor", whose address is ________________________________.
WITNESSETH: WHEREAS, DFCM intends to have Work performed at
_______________________
_______________________________________________.
WHEREAS, Contractor agrees to perform the Work for the sum stated herein.
NOW, THEREFORE, DFCM and Contractor for the consideration provided in this Contractor's
Agreement, agree as follows:
ARTICLE 1. SCOPE OF WORK. The Work to be performed shall be in accordance with
the Contract Documents prepared by _______________________________________________
and entitled “______________________________________________________________.”
The DFCM General Conditions (“General Conditions”) dated May 25, 2005 and all Supplemental
General Conditions (“a lso referred to as General Conditions”) on file at the office of DFCM and
available on the DFCM website (http://dfcm.utah.gov/StdDocs/index.html), are hereby
incorporated by reference as part of this Agreement and are included in the specifications for this
Project. All terms used in this Contractor's Agreement shall be as defined in the Contract
Documents, and in particular, the General Conditions.
The Contractor Agrees to furnish labor, materials and equipment to complete the Work as
required in the Contract Documents which are hereby incorporated by reference. It is understood
and agreed by the par ties hereto that all Work shall be performed as required in the Contract
Documents and shall be subject to inspection and approval of DFCM or its authorized
representative. The relationship of the Contractor to the DFCM hereunder is that of an
independent Contractor.
ARTICLE 2. CONTRACT SUM. The DFCM agrees to pay and the Contractor agrees to
accept in full performance of this Contractor's Agreement, the sum of _____________________
DOLLARS AND NO CENTS ($________.00), which is the base bid, and which sum also
DFCM Form 090111
CONTRACTOR'S AGREEMENT
PAGE NO. 2
includes the cost of a 100% Performance Bond and a 100% Payment Bond as well as all
insurance requirements of the Contractor. Said bonds have already been posted by the Contractor
pursuant to State law. The required proof of insurance certificates have been delivered to DFCM
in accordance with the General Conditions before the execution of this Contractor's Agreement.
ARTICLE 3. TIME OF COMPLETION AND DELAY REMEDY. The Work shall be
Substantially Complete by ________2011. Contractor agrees to pay liquidated damages in the
amount of $___.00 per day for each day after expiration of the Contract Time until the Contract or
achieves Substantial Completion in accordance with the Contract Documents, if Contractor's
delay makes the damages applicable. The provision for liquidated damages is: (a) to compensate
the DFCM for delay only; (b) is provided for herein because actual damages can not be readily
ascertained at the time of execution of this Contractor's Agreement; (c) is not a penalty; and (d)
shall not prevent the DFCM from maintaining Claims for other non-delay damages, such as costs
to complete or remedy defective Work.
No action shall be maintained by the Contractor, including its or Subcontractor or suppliers at
any tier, against the DFCM or State of Utah for damages or other claims due to losses
attributable to hindrances or delays from any cause whatsoever, including acts and omissions of
the DFCM or its officers, employees or agents, except as expressly provided in the General
Conditions. The Contractor may receive a written extension of tim e, signed by the DFCM, in
which to complete the Work under this Contractor' s Agreement in accordance with the General
Conditions.
ARTICLE 4. CONTRACT DOCUMENTS. The Contract Documents consist of this
Contractor's Agreement, the Conditions of the Contract (DFCM General Conditions,
Supplementary and other Conditions), the Drawings, Specifications, Addenda and Modifications.
The Contract Documents shall also include the bidding docum ents, including the Invitation to
Bid, Instructions to Bidders/ Proposers and the Bid/Proposal, to the extent not in conflict
therewith and other documents and oral presentations that are documented as an attachment to the
contract.
All such documents are hereby incorporated by reference herein. Any reference in this
Contractor's Agreement to certain provisions of the Contract Docum ents shall in no way be
construed as to lessen the importance or applicability of any other provisions of the Contract
Documents.
ARTICLE 5. PAYMENT. The DFCM agrees to pay the Contractor from time to time as the
Work progresses, but not more than once each month after the date of Notice to Proceed, and
only upon Certificate of the A/E for Work performed during the precedin g calendar month,
ninety-five percen t (95%) of the value of the labor performed and ninety-five percent (95%) of
the value of materials furnished in place or on the site. The Contractor agrees to furnish to the
DFCM invoices for materials purchased and on the site but not installed, for which the Contractor
DFCM Form 090111
CONTRACTOR'S AGREEMENT
PAGE NO. 3
requests payment and agrees to safeguard and protect such equipment or materials and is
responsible for safekeeping thereof and if such be stolen, lost or destroyed, to replace same.
Such evidence of labor performed and materials furnished as the DFCM may reasonably require
shall be supplied by the Contractor at the time of request for Certificate of Payment on account.
Materials for which payment has been made cannot be removed from the job site without
DFCM's written approval. Five percent (5%) of the earned amount shall be retained f rom each
monthly payment. The retainage, including any additional retainage imposed and the release of
any retainage, shall be in accordance with UCA 13-8-5 as amended. Contractor shall also
comply with the requirements of UCA 13-8-5, including restrictions of retainage regarding
subcontractors and the distribution of interest earned on the retention proceeds. The DFCM shall
not be responsible for enforcing the Contractor’s obligations under State law in fulfilling the
retention la w requirements with subcontractors at any tier.
ARTICLE 6. INDEBTEDNESS. Before final payment is made, the Contractor must submit
evidence satisfactory to the DFCM that all payrolls, materials bills, subcontracts a t any tier and
outstanding indebtedness in connection with the Work have been properly paid. Final Payment
will be made after receipt of said evidence, final acceptance of the Work by the DFCM as well as
compliance with the applicable provisions of the General Conditions.
Contractor shall respond immediately to any inquiry in writing by DFCM as to any concern of
financial responsibility and DFCM reserves the right to request any waivers, releases or bonds
from Contractor in regard to any rights of Subcontractors (including suppliers) at any tier or any
third parties prior to any payment by DFCM to Contractor.
ARTICLE 7. ADDITIONAL WORK. It is understood and agreed by the parties hereto that
no money will be paid to the Contractor for additional labor or materials furnished unless a new
contract in writing or a Modification hereof in accordance with the General Conditions and the
Contract Documents for such additional labor or materials has been executed. The DFCM
specifically reserves th e right to modify or amend this Contractor's Agreement and the total sum
due hereunder either by enlarging or restricting the sc ope of the Work.
ARTICLE 8. INSPECTIONS. The Work shall be inspected for acceptance in accordance with
the General Conditions.
ARTICLE 9. DISPUTES. Any dispute, PRE or Claim between the parties sh all be subject to
the provisions of Article 7 of the General Conditions. DFCM reserves all rights to pursue its
rights and remedies as provided in the General Conditions.
ARTICLE 10. TERM I NATION, SUSPENSION OR ABANDONMENT. This
Contractor’s Agreement may be terminated, suspended or abandoned in accordance with the
General Conditions.
DFCM Form 090111
CONTRACTOR'S AGREEMENT
PAGE NO. 4
ARTICLE 11. DFCM'S RIGHT TO WITHHOLD CERTAIN AMOUNT AND MAKE
USE THEREOF. The DFCM may withhold from payment to the Contractor such amount as, in
DFCM's judgment, may be necessary to pay just claims against the Contractor or Subcontractor
at any tier for labor and services rendered and materials furnished in and about the Work. The
DFCM may apply such withheld amounts for the payment of such claims in DFCM's discretion.
In so doing, the DFCM shall be deemed the agent of Contractor and payment so made by the
DFCM shall be considered as payment made under this Contractor's Agreement by the DFCM to
the Contractor. DFCM shall not be liable to the Contractor for any such payment made in good
faith. Such withholdings and payments may be made without prior approval of the Contractor
and may be also be prior to any determination as a result of any dispute, PRE, Claim or litigation.
ARTICLE 12. INDEMNIFICATION. The Contractor shall comply with the indemnification
provisions of the General Conditions.
ARTICLE 13. SUCCESSORS AND ASSIGNMENT OF CONTRACT. The DFCM and
Contractor, respectively bind themselves, their partners, successors, assigns and legal
representatives to the other party to this Agreement, and to partners, successors, assigns and legal
representatives of such other party with respe ct to all cove nants, provisions, rights and
responsibilities of this Contractor’s Agreement. The Contractor shall not assign this
Contractor’s Agreement without the prior written consent of the DFCM, nor shall the Contractor
assign any moneys due or to become due as well as any rights under this Contractor’s Agreement,
without prior written consent of the DFCM.
ARTICLE 14. RELATIONSHIP OF THE PARTI ES. The Contractor accepts the
relationship of trust and confidence established by this Contractor's Agreement and covenants
with the DFCM to cooperate with the DFCM and A/E and use the Contractor's best skill, efforts
and judgment in furthering the interest of the DFCM; to furnish efficient business administration
and supervision; to make best efforts to furnish at all times an adequate supply of workers and
materials; and to perform the Work in the best and most expeditious and economic manner
consistent with the interests of the DFCM.
ARTICLE 15. AUTHORITY TO EXECUTE AND PERFORM AGREEMENT.
Contractor and DFCM each represent that the execution of this Contractor's Agreement and the
performance thereunder is within their respective duly authorized powers.
ARTICLE 16. ATTORNEY FEES AND COSTS. Except as otherwise provided in the
dispute resolution provisions of the General Conditions, the prevailing party shall be entitled to
reasonable attorney fees and cost s incurred in any action in the District Court and/or appellate
body to enforce this Contractor's Agreement or recover damages or any other action as a result of
a breach thereof.
DFCM Form 090111
CONTRACTOR'S AGREEMENT
PAGE NO. 5
IN WITNESS WHEREOF, the parties hereto have executed this Contractor's Agreement on the
day and year stated hereinabove.
CONTRACTOR:
Signature Date
Title:
State of _____________)
) ss.
County of _____________) Please type/print name clearly
On this ____ day of _________, 20____, personally appeared before me, __________________,
whose identity is personally known to me (or proved to me on the basis of satisfactory evidence)
and who by me duly sworn (or affirmed), did say that he (she) is the ________________ (title or
office) of the firm and that said document was signed by him (her) in behalf of said firm.
_____________________________
Notary Public
(SEAL)
My Commission Expires _________
APPROVED AS TO AVAILABILITY DIVISION OF FACILITIES
OF FUNDS: CONSTRUCTION AND MANAGEMENT
________________________________
David D. Williams, Jr. Date Lynn A. Hinrichs Date
CBA Financial Director Assistant Director Construction Management
APPROVED AS TO FORM: APPROVED FOR EXPENDITURE:
ATTORNEY GENERAL
September 1, 2011
By: Alan S. Bachman Division of Finance Date
Asst Attorney General
