HomeMy WebLinkAboutbocc.con.097.2002 CHECK LIST
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., PITKIN COUNTY CONSTRUCTION CONTRACT
" AGREEMENT
THIS AGREEMENT, made this 21" day of November_, 2000, by and between the
County of Pitkin, Colorado, a Colorado home-rule county, (hereinafter called the "County") and
Todd Habermann Construction Inc. P.O. Box 1210 Basalt, CO 81621 (hereinafter called the
"Contractor").
RECITALS
A. The County intends to build a 30'x30'x 4' concrete crawl for the Public Works
Cabin, hereinafter called the "Project", in accordance with the terms and conditions outlined in the
Contract Documents and the associated Plans and Specifications. (Sopris Architecture Plans dated
11/17/2000)
Proposal to form and pour concrete foundation for the Public Works Cabin includes material and
labor to construct the foundation Public Works Facility for a price of eight thousand four hundred
dollars. List of items include the following:
1. Forms and ties;
2. Concrete;
3. Reinforcing steel;
4. Anchor bolts;
5. Pump trucks/conveyors and needed;
6. Coordination with the house mover on lining up concrete to house;
7. Reinforcement of the center beam per Plans;
8. Tenting and heating if needed at an additional cost to the county.
9. On-site inspection of Cabin to match to foundation specifications.
The County will provide the following:
1. Permits;
" 2. Access to building site and adequate staging area;
3. Excavation and backfill by Aspen Digger;
4. Main corners of building marked;
5. An elevation benchmark related to the building specifications.
B. Contractor's Proposal was the most responsive bid.
NOW, THEREFORE, the County and the Contractor, for the considerations hereinafter set
forth, agree as follows:
1. The Contractor agrees to furnish all supervisory labor, materials, equipment, tools,
and services necessary to complete in a workmanlike manner all tasks required within the scope of
work for the completion of the Project, in strict compliance with the contract documents herein
mentioned,which are made a part of this Contract.
2. Contract Time and Liquidated Damages. Work under this Agreement shall be
commenced by December 11, 2000, and shall be substantially completed by December 15, 2000,
weather will be taken into consideration upon the discretion of the Project Manager or their
representative, and punchlist completed fifteen (15) days thereafter, or the Contractor hereby agrees
to pay County Liquidated Damages for delay (and not as a Penalty) in the amount of$ 100.00 per
calendar day for each day or part of a day the Project is not completed by the completion date here
established. The parties agree that actual damages for delay in completion is difficult or impossible
to accurately estimate at this time, that the sum stated is a reasonable forecast of fair compensation
for the anticipated damages for delay and that they genuinely intend to liquidate such damages.
3. Subcontractors. The Contractor agrees to bind every subcontractor by the terms of
the Contract Documents. The Contract Documents shall not be construed as creating any
contractual relationship between the subcontractor and the County.
4. Payment. The County agrees to pay, and the Contractor agrees to accept, in full
payment for the performance of this Contract, the total price of Eight thousand four hundred
dollars and zero cents ($8 4, 00.00)in accordance with the Contract Documents, subject to increase
or decrease in accordance with the provisions of the Contract Documents.
5. Payment Procedures:
A. Contractor shall submit applications for payment in accordance with the
General Conditions. Project Manager as provided in the General Conditions will process
applications for payment.
B. County shall make progress payments on account of the Contract Price on
the basis of Contractor's applications for payment, as recommended by Project Manager, within
forty-five (45) days of County's approval of Contractor's pay request. All progress payments
will be on the basis of the progress of Project measured by the schedule of values provided for in
the General Conditions.
(1) If Contractor is satisfactorily performing this agreement, progress
payments shall be in an amount equal to ninety (90)percent of the calculated value of any work
completed, less the aggregate of payments previously made until fifty (50)percent of the work
required by this agreement has been performed. Thereafter, unless a different arrangement is
provided for in Special Conditions for contracts less than $80,000.00, County shall pay all
remaining progress payments without retaining additional funds, if, in the opinion of the Project
Manager and County, satisfactory progress is being made on the Project. If, in the opinion of the
Project Manager and County, satisfactory progress is not being made on the Project, or if claims
are filed under Section 38-26-107, Colorado Revised Statutes, as amended, County may retain
such additional amounts as County may deem necessary to assure completion of the Work or to
pay such claims and any Project Manager's and attorney's fees reasonably incurred or to be
incurred by County in defending or handling such claims. The withheld percentage of the
2 5
Contract Price shall be retained until the Project is completed satisfactorily and finally accepted
by County in accordance with the provisions of the Contract Documents. Progress payments
shall not constitute final acceptance of the Work.
(2) Payments will not be made for materials stored off-site (unless
otherwise provided by Addendum or Change Order)but will be made for materials stored on-
site. Contractor will remain responsible for security of the materials and the replacement at
w Contractor's sole cost of materials lost, damaged, destroyed or stolen.
C. County shall make final payment, including release of retainage, to
Contractor as recommended by Project Manager, and in accordance with the Contract
Documents and Section 38-26-107, C.R.S. and Section 24-91-103, C.R.S.
6. Contract Documents. The Contract consists of the documents listed below and
references to Contract, Contract Documents, or Agreement includes all such documents. In the
event that any provision of one Contract Document conflicts with the provision of another, the
provision in the Contract Document listed first below shall govern, except as otherwise specifically
stated.
A. Pitkin County Construction Contract Agreement;
B. County Required Clauses;
C. Request for Proposal;
D. Proposal;
E. Bond; (N/A)
F. Notice of Award;
G. Notice to Proceed;
H. Project Drawings and Specifications;
I. Special Conditions;
J. General Conditions;
K. Change Order Form;
L. Any modifications, change orders, shop drawings, schedule of values, or
other such revisions properly submitted and accepted or authorized after the
execution of this Agreement;
M. Notice of Substantial Completion and Notice of Final Completion and
Acceptance.
7. Authority and Responsibility of the Project Manager. All work shall be done under
the general supervision and direction of the Project Manager or his/her designee. The Project
Manager shall decide any and all questions which may arise as to the quality and acceptability of
materials furnished, work performed, rate of progress of the work, interpretation of the Contract,
z ' change orders (within the limits of her authority) and all other questions as to the compliance with
the Contract on the part of the Contractor.
8. Third Parties. This Agreement does not and shall not be deemed or construed to
confer upon or grant to any third party or parties, except to parties to whom Contractor or County
may assign this Agreement in accordance with the specific written permission, any rights to claim
damages or to bring any suit, action or other proceeding against either the County or Contractor
because of any breach or because of any of the terms or conditions herein contained.
3
9. Waiver. No waiver by either party of any right, term or condition of the Contract
Documents shall be deemed or construed as a waiver of any other right, term or condition, nor shall
a waiver of any breach hereof be deemed to constitute a waiver of any subsequent breach, whether
of the same or of a different provision of the Contract Documents.
10. Waiver of Presumption. This Agreement was negotiated and reviewed through the
mutual efforts of the parties hereto and the parties agree that no construction shall be made or
presumption shall arise for or against either party based on any alleged unequal status of the parties
in the negotiation, review, or drafting of this Agreement.
11. Authorized Representative. The undersigned representative of Contractor, as an
inducement to the County to execute this Agreement, represents that he/she is an authorized
representative of Contractor for the purposes of executing this Agreement and that he/she has full
and complete authority to enter into this Agreement on behalf of Contractor.
12. Contractor's Representations.
A. In order to induce County to enter into this Agreement, Contractor makes the
following representations:
(1) Contractor has familiarized himself with the nature and extent of the
Contract Documents, work, locality, and with all local conditions and federal, state, and local laws,
ordinances, rules and regulations that in any manner may affect cost, progress, or performance of
Project.
(2) Contractor has carefully studied the site and has performed all
necessary investigations, tests, subsurface investigations to define the latent physical conditions of
the construction site affecting cost,progress, or performance of Project.
(3) Contractor has made or caused to be made examinations,
investigations, and tests and studies of such reports and related data as he deems necessary for the
performance of Project at the Agreement Price,within the Contract time, and in accordance with the
other terms and conditions of the Contract Documents; and no additional examinations,
investigations, tests, reports, or similar data are or will be required by Contractor for such purposes.
(4) Contractor has correlated the results of all such observations,
examinations, investigations, tests, reports and data with the terms and conditions of the Contract
Documents.
(5) Contractor has given Project Manager written notice of all conflicts,
errors, or discrepancies that he has discovered in the Contract Documents, and the written resolution
thereof by Project Manager is acceptable-to Contractor.
13. Count presentations.
A. County makes the following representations:
(1) Authority exists in the law and County has budgeted, appropriated
and otherwise made available funds equal to, with a sufficient unencumbered balance thereof
remains available, for payment of or in excess of the Agreement Price.
(2) County, by issuing any Change Order or other form of order or
directive requiring additional compensable work to be performed by Contractor,which work causes
the aggregate amount payable under the Agreement to exceed the amount appropriated for the
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original Agreement Price, represents to Contractor, that lawful appropriations to cover the costs of
the additional work have been made.
14. Miscellaneous.
A. Terms used in this Agreement, which are defined in Part 1 of the General
Conditions, shall have the meanings indicated in the General Conditions.
B. If any term, section, or other provision of the Contract Documents shall, for
any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such term,
section, or other provision shall not affect any of the remaining provisions of the Contract
Documents, and to this end, each term, section and provision of the Contract Documents shall be
severable.
C. None of the remedies provided to either party under the Contract Documents
shall be required to be exhausted or exercised as a prerequisite to resort to any further relief to
which such party may then be entitled. Every obligation assumed by, or imposed upon, either party
hereto shall be enforceable by any appropriate action, petition or proceeding at law or in equity. In
addition to any other remedies provided by law, the Contract Documents shall be specifically
enforceable by either party.
D. This Agreement may be executed in multiple counterparts, each of which
shall constitute an original,but all of which shall constitute one and the same document.
E. Unless otherwise expressly provided, any reference herein to days shall
mean calendar days. All times stated in the Contract Documents are of the essence.
IN WITNESS WHEREOF,the parties have made and executed this Agreement.
COUNTY OF PITKIN, COLORADO
TODD HABERMAN CONSTRUCTION,INC.
r
By: X -A t h Date: l/
Robert Nininger,
P.O. Box 1210
Basalt, CO 81621
(970) 927-3031
APP OVED AS TO FORM: MANAGER APPROVAL:
Cohn Ely, County Attorney Suz a Konc an, County Manager
RE NDED OR APPROVAL:
rian Pettet, Jodi Smith,
Deputy Director of Public Works Office Manager/Projects
Date: Date: ('Z ZC3y
5
D �20
' (Revised July 6,1999)
REQUIRED CLAUSES
For purposes of these required clauses, "Contractor" means the bidder/proposer or other party who may
eventually enter into a contract with the County.
The Bidder/Proposer shall be subject to the following provisions:
1. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CON-
TRACTING LAW
A. The contractor acknowledges that this Agreement is entered into subject to the requirements of
the "Pitkin County Procurement Code," (Section 8.5 of the Pitkin County Home Rule Charter,
Resolution No. 82-37, April 12, 1982). As such, the Contractor agrees to comply with all
requirements of said Procurement Code, and such requirements are incorporated herein by this
reference.
B. The Contractor shall immediately notify the County Manager in writing of any violation of
said Code or statutes by the County's employees or agents, which violation(s) is known or
should have been known by him, and failure to so notify the County of any violation(s)within
five (5) days of knowledge of such violations shall be considered a breach of this Agreement.
Further, such failure to notify the County of violation of the Procurement Code or statutes
within five (5)days of knowledge shall be deemed as a waiver of any action or defense that the
Contractor may have against the County by reason of such violation of the Procurement Code
or statutes.
2. WARRANTIES AGAINST CONTINGENT FEES GRATUITIES KICKBACKS AND
CONFLICT OF INTEREST
A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency
has been employed or retained to solicit or secure this Contract upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by the
Contractor for the purpose of securing business.
B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of
Pitkin County a gratuity or any offer of employment in connection with any decision,approval,
disapproval, recommendation, preparation of any part of a program requirement or a purchase
request, influencing the content of any specification or procurement standard, rendering of
advice, investigation, auditing, or in any other advisory capacity in any proceeding or
application, request for ruling, determination, claim or controversy, or other particular matter,
pertaining to this Contract or Subcontract,or to any solicitation or proposal therefor.
C. Gratuity means a payment, loan, subscription, advance deposit of money, services, or anything
of more than nominal value, present or promised, unless consideration of substantially equal or
greater value is received.
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D. Kickbacks Prohibited. It shall be a breach of Contract for any payment, gratuity, or offer of
employment to be made by or on behalf of a subcontractor under a contract to the prime
contractor or higher tier subcontractor or any person associated therewith, as an inducement for
the award of a subcontract or order. The Contractor is prohibited from inducing, by any
means, any person employed under this Contract to give up any part of the compensation to
which he/she is otherwise entitled. The Contractor shall comply with all applicable local, state
and federal "anti-kickback" statutes or regulations.
• E. Conflict of Interest Prohibited. No official, officer, employee or representative of the County
during the term of this Contract or one (1) year thereafter shall have any interest, direct or
indirect, in this Contract or the proceeds thereof. (Additional restrictions on present and
former employees of County are found in Article 7 of the Procurement Code).
F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and
conflict of interest prescribed in this Contract shall be made a condition of and conspicuously
set forth in every sub-contract and solicitation therefor.
G. Conspicuously means written in such special or distinctive format, print, or manner that a
reasonable person against whom it is to operate ought to have noticed it.
H. Remedies. In addition to other remedies it may have for breach of the prohibitions against
contingent fees,gratuities,kickbacks and conflict of interest,the County shall have the right to:
(1) Terminate this Contract without liability by the County;
(2) Debar or suspend the offending parties from being a contractor or sub-contractor under
County contracts;
(3) Deduct from the contract price or consideration, or otherwise recover, the value of
anything transferred or received by the Contractor;and
(4) Recover such value from the other offending parties.
3. EQUAL EMPLOYMENT OPPORTUNITY AND
DISADVANTAGED/MINORITY/WOMEN BUSINESS ENTERPRISES(DBE/MBE/WBE)
A. Pursuant to local, state and/or federal anti-discrimination and affirmative action programs,
contractor shall meet all applicable requirements with respect to employment and
subcontracting in connection with Disadvantages/Minority/Women individuals and enterprises
(DME/MBE/WBE).
B. In connection with the execution and administration of this Contract, and any subcontracts, the
Contractor shall not discriminate against any employee or applicant for employment because
of race, religion, color, sex, national origin,age,handicap or status as a veteran.
C. In connection with the performance of this Contract, the Contractor will cooperate with the
County in meeting the County's commitments and goals with regard to the maximum
utilization of disadvantaged, minority and women business enterprises and will use its best
efforts to ensure that such business enterprises shall have the maximum practicable opportunity
to compete for employment and/or subcontract work,if any,under this Contract.
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D. The Contractor will furnish all necessary information and reports and will permit access to its
books, records, and accounts by Pitkin County for purpose of investigation to ascertain
compliance with the nondiscrimination/affirmative action provisions of any resultant contract.
E. Employment Data and Affirmative Action Plan. If requested, the Contractor agrees to submit
on an Employment Data Form to be provided by the County, the data showing the utilization
of disadvantaged persons, minorities and women by job category within its organization.
Where the Contractor has fifty (50) or more employees or it is participating in contracts with
the County which exceed Fifty-Thousand ($50,000.00) Dollars, an Affirmative Action Plan
must be submitted to the County when requested by the County Attorney's Office within ten
(10)days after selection.
F. Noncompliance. In the event of the Contractor's noncompliance with the
nondiscrimination/affirmative action provisions of any resultant contract, Pitkin County shall
impose such contract sanctions as it may determine to be appropriate, including, but not
limited to:
(1) Withholding of payments under the Contract until the Contractor complies,
and/or
(2) Cancellation, termination,or suspension of the Contract,in whole or in part.
4. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY
A. The performance of work under the Contract may be terminated by the County:
(1) Whenever the Contractor shall default in performance of this Contract in accordance
with its terms, and fails to cure or show cause why such failure to perform should be
excused within ten (10) days (or longer as the County may allow or shorter, but not less
than three (3) days, for failure to provide proof of insurance or maintenance of any
dangerous condition) after hand-delivery or mailing to the Contractor of a notice speci-
fying the default. If mailed, said notice shall be sent by certified mail, return receipt
requested,to the address specified herein for the Contractor.
The Contractor shall not be in default by reasons of any failure in performance of this
Contract in accordance with its terms if such failure arises out of causes beyond the
control and without the fault or negligence of the Contractor. Such causes may include,
but are not restricted to, acts of God, natural disasters, strikes, or freight embargoes, but
in every case the failure to perform must be beyond the control and without the fault or
negligence of the Contractor. Upon request of the Contractor,the County shall ascertain
the facts and failure, and, if the County shall determine that any failure to perform
constituted a valid commercial excuse, the performance shall be revised accordingly and
notice of default withdrawn; or
(2) Whenever for any reason and in its sole discretion the County shall determine that such
termination is in its best interest and convenience.
B. Notice of Termination. In the event of termination for the convenience of the County, the
County shall deliver to the Contractor a written notice of termination, specifying the reasons
therefor, and the effective date of such termination. The effective date shall not be earlier than
the date of hand-delivery or the date of mailing of the notice,plus three (3)business days. The
notice of termination shall be sent regular first-class mail to the address of the Contractor
herein provided.
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C. Termination Procedure. After the effective date of the notice of termination for default or for
the convenience of the County,unless otherwise directed by the County,the Contractor shall:
(1) Stop work under the Contract on the date specified in the notice of termination.
(2) Place no further orders for materials, services or facilities.
(3) Terminate all orders and subcontractors to the extent that they relate to the performance
of work terminated by the notice of termination.
(4) With the approval or ratification of the County, settle all outstanding liabilities and all
claims arising out of such termination on orders or subcontracts,the cost of which would
be compensable or reimbursable in whole or in part in accordance with this Contract.
D. Termination Payment. After the effective date of a notice of termination for the convenience
of the County, the Contractor shall submit to the County his termination claim in the form of a
final invoice in accordance with the provisions in "Method of Payment," including costs incur-
red to the date of termination, and costs incurred because of termination, which termination
costs shall not exceed 10% of the total amount of proposal; provided, however, that in the
event of default by the Contractor, no extra costs incurred because of termination shall be paid
to the Contractor and any costs paid shall not be a waiver of any claim, counterclaim or set-off
by the County against the Contractor on account of any default. Such claim must be submitted
promptly, but in no event later than thirty (30) days from the effective date of termination,
unless one or more extensions are granted in writing by the County. Upon the Contractor's
failure to submit a claim in the time allowed,the County may review the information available
to it and determine the amount due the Contractor, if any, and pay the Contractor the amount
as determined.
E. Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may negotiate
the whole or any part of the amount or amounts to be paid, upon termination for default or for
the convenience of the County.
F. Remedies. The Contractor shall have the right of appeal from any determination made by the
County under "Termination for Default or for Convenience of County;" except that if the
Contractor has failed to submit his claim within the time provided in Paragraph 4.D., above,
and has failed to properly request extension, he shall have no such right of appeal. In any case
where the County has made a determination of the amount due under Paragraphs 4.1). or 4.E.,
above, the County shall pay the Contractor: (1) the amount the County has determined if there
is no right to appeal or if no timely appeal has been taken, or(2)the amount finally determined
on such appeal if an appeal has been taken.
G. Method of Appeal. If the Contractor disagrees with the County's determination under
Paragraphs 4.D.or 4.E., he can appeal this decision in writing to the County. Such appeal
must be made within twenty (20)days of receipt in writing of the County's determination. The
County shall have twenty (20) days in which to respond in writing to the appeal. The County's
response shall be final and conclusive unless within thirty (30) days from the date of receipt of
such response the Contractor submits the dispute to a court of competent jurisdiction or
submits a demand for arbitration if required by the Contract Documents.
5. INTEGRATION AND MODIFICATION
A. This Contract constitutes the full and complete agreement of the parties and supersedes or
incorporates any prior written and oral agreements of the parties. In addition, the Contractor
9 b
understands that unless the contract is for goods or services of a value less than $25,000, no
County official or employee, other than the Board of County Commissioners acting as a body
at a Board meeting, has authority to enter into a contract or to modify the terms of this contract
on behalf of the County. Any such contract or modification to this contract must be in writing
and be executed by the parties hereto.
B. With respect to change orders under the Contract, the County and the Contractor shall process
and approve/disapprove requests for change orders as otherwise provided in this Contract,
subject to the requirements of the Procurement Code and the Finance Office.
6. INDEMNITY
A. The Contractor (including, by definition here and hereinafter, its officials, employees, agents
and representatives, subcontractors and suppliers), shall and hereby does release, discharge,
indemnify and hold harmless the County of Pitkin and its officials, employees, agents and
representatives from and against liability for any claim, demand, loss, damages, penalty,judg-
ment, expenses, costs(including costs of investigation and defense),fees (including reasonable
attorney and expert witness fees) or compensation in any form or kind whatsoever for any
bodily injury, death, personal injury or property damage arising out of or in connection with
any negligent act, intentional act, error or omission by the Contractor, and for any
consequential liability alleged to accrue against the County on account of the Contractor's acts,
errors or omissions; provided, however, that such indemnity shall not be construed as an
indemnity for bodily injury or property damage arising from the sole negligence of the County
or its employees.
B. The Contractor further shall investigate, process, respond to, adjust, provide defense for and
defend,pay or settle all claims, demands,or lawsuits related hereto at its sole expense and shall
bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is
groundless, false or fraudulent.
7. INSURANCE
A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual
relationship with the County such insurance policies, from companies licensed in the State
of Colorado, as will protect itself, the County (with the County named as additional
insured) and others as specified, from claims for bodily injuries, death, personal injury or
property damage, which may arise out of or result from the Contractor's acts, errors or
omissions. The following insurance coverage, at or above the limits indicated and
including such endorsements as are indicated by an "X", are required:
(1) Statutory Workers' Compensation: Colorado statutory minimums
(2) Commercial General Liability -ISO 1996 Form or equivalent
Each Occurrence Limit $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations Aggregate Limit $2,000,000
Comprehensive Form (All risks)to include:
X Premises/Operations
Underground,Explosion& Collapse Hazard
10
X Products/Completed Operations
X Contractual Liability
X Independent Contractors and Subcontractors
X Broad Form Property Damage
Personal Injury
(3) Business Auto Coverage:
Combined Single Limit Liability (each accident) $1,000,000
Coverage to include:
X Any Auto
All Owned Autos
Hired Autos
Non-Owned Autos
Garage Liability
(4)Special Coverages (check as appropriate):
(1)Performance Bond
Labor and Material
Payment Bond
(2)Professional Errors and Omissions
(3)Aircraft Liability
(4) Owner's Protective
(5)Builder's Risk amount of project
(6)Boiler and Machinery
(7)Loss of Use Insurance
(8)Pollution Liability
(9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond
B. To provide evidence of the required insurance coverages, copies of Certificates of
Insurance in a form acceptable to the County shall be filed with the County (through the
Project Manager) no later than ten (10) calendar days prior to commencement of opera-
tions affecting the County. Failure to file or maintain acceptable Certificates of Insurance
with the County is agreed to be a material breach of any contract and grounds for
rescission or termination. These Certificates of Insurance shall contain a provision that
coverage afforded under the policies will not be canceled or materially altered unless at
least thirty (30) calendar days prior written notice by certified mail, return receipt request-
ed (effective upon proper mailing),has been sent to the County (through the Project Mana-
ger). (For purposes of this provision, "materially altered" shall mean a change affecting
the coverage's required herein, including a change to policy limits as set out in the then-
current policy declarations page).
11
Simultaneously with the Certificates of Insurance, the Contractor shall file with the County
(and promptly update, as necessary) a certified statement as to claims pending against the
required coverage's, reserves established on account of such claims, defense costs expended
and amounts remaining on policy limits.
C. In addition,these Certificates of Insurance shall contain the following clauses:
(1) The clause "other insurance provisions," in a policy in which the County of Pitkin holds
a Certificate,shall not apply to the County of Pitkin.
(2) The insurance companies issuing the policy or policies hereunder shall have no recourse
against the County of Pitkin for payment of any premiums or for assessments under any
form of policy.
(3) Any and all deductibles in the above-described insurance policies shall be assumed by
and be for the amount of,and at the sole expense of the Contractor.
(4) Location of operations shall be: "all operations and locations at which work for the
referenced Project is being done."
D. Certificates of Insurance for all renewal policies shall be delivered to the Project Manager at
least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the
expiration date of this Agreement or thereafter.
E. The County reserves the right to request and receive a copy of any policy and any policy
endorsement.
8. EXEMPTIONS AND PREFERENCES
A. All purchases of construction or building or any other materials for any Contract shall not
include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is
exempt from such taxes under registration numbers 98-02624 and 84-78000-5K.
B. Pursuant to state statute and to the extent permitted by law, Colorado labor shall be employed
to perform the work to the extent of not less than eighty percent (80%) of each type or class of
labor employed on such project; except for highway construction, which is subject to C.R.S.
43-2-208, which provides that all laborers shall be bona fide residents of Colorado with a
preference to residents of the County where the work is performed.
C. Preference is given, to the extent permitted by law, to: materials, supplies and provisions
produced, manufactured or grown in Colorado, quality being at least equal to materials,
supplies and provisions from outside the state; and to local (Roaring Fork Valley) services and
labor of quality at least equal to non-local services and labor.
9. RECORDS
The Contractor shall maintain comprehensive, complete and accurate books, records, and
documents concerning its performance relating to this Project for a period of three (3) years
after final payment on the Project and the County shall have the right within the three-year
period to inspect and audit these books, records and documents, upon demand, in a reasonable
manner and at reasonable times, for the purpose of determining, by accepted accounting and
auditing standards,compliance with all provisions of the Contract and applicable law.
10. SUCCESSORS AND ASSIGNS
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This Agreement and all of the covenants hereof shall inure to the benefit of and be binding
upon the County and the Contractor respectively and their agents, representatives, employees,
successors,assigns and legal representatives. Neither the County nor the Contractor shall have
the right to assign or transfer its interest or obligations hereunder without the written consent of
the other party,which consent shall not be unreasonably withheld.
11. THIRD PARTIES
_ This Agreement does not and shall not be deemed or construed to confer upon or grant to any
third party or parties, except to parties to whom Contractor or County may assign this
Agreement in accordance with the specific written permission, any rights to claim damages or
to bring any suit, action or other proceeding against either the County or Contractor because of
any breach hereof or because of any of the terms, covenants, agreements or conditions herein
contained.
12. AGREEMENT MADE IN COLORADO
The parties agree that this Agreement was made in accordance with the laws of the State of
Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin
County, Colorado.
13. ATTORNEY'S FEES
In the event that legal action is necessary to enforce any of the provisions of this Agreement,
the prevailing party shall be entitled to its costs and reasonable attorney's fees.
14. NOTICES
Unless otherwise provided in the Contract Documents, all notices under the Agreement shall
be sent certified mail, return receipt requested, and shall be effective upon receipt or three (3)
business days after mailing,whichever is first.
15. Year 2000 Issues
Contractor hereby releases and holds Pitkin County harmless from any and all
claims and causes of action relating to performance of this Agreement of any nature
whatsoever in tort, contract, or otherwise, for any action, inaction or for any loss or
damage attributable to, resulting from, arising out of or in connection with a year
2000 error.
16. Governmental Immunity
Contractor agrees and understands that Pitkin County is relying on and does not waive, by
any provision of this Agreement, the monetary limitations or terms (presently $150,000.00
per person and $600,000 per occurrence) or any other rights, immunities, and protections
provided by the Colorado Governmental Immunity Act, 24-10-101, et. sec., C.R.S., as from
- time to time amended, or otherwise available to Pitkin County or any of its officers, agents
or employees. Further,nothing in these Required Clause or any other Contract Document shall
be construed or interpreted to require or provide for indemnification of the Contractor by the
County for any injury to any person or any property damage whatsoever which is caused by
the negligence or other misconduct of the County or its agent or employees.
17. Current Year Obligations
The parties acknowledge and agree that any payments provided for hereunder or
requirements for future appropriations shall constitute only currently budgeted
13 Iq
expenditures of Pitkin County. Pitkin County's obligations under this Agreement
are subject to Pitkin County's annual right to budget and appropriate the sums
necessary to provide the services set forth herein. No provisions of this agreement
shall constitute a mandatory charge or requirement in any ensuing fiscal year
beyond the then current fiscal year of Pitkin County. No provision of this
agreement shall be construed or interpreted as creating a multiple-fiscal year direct
or indirect debt or other financial obligation of Pitkin County within the meaning of
any constitutional or statutory debt limitation. This agreement shall not directly or
indirectly obligate Pitkin County to make any payments beyond those appropriated
for Pitkin County's then current fiscal year. No provisions of this agreement shall
be construed to pledge or create a lien on any class or source of Pitkin County's
moneys, nor shall any provision of this agreement restrict the future issuance of
Pitkin County's bonds or any obligations payable from any class or source of Pitkin
County's money.
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PITKIN COUNTY,COLORADO
GENERAL CONDITIONS
FOR
CONSTRUCTION CONTRACTS
(Version GC-99-1) updated 7/7/99
TABLE OF CONTENTS
Article 1 -Abbreviations,Definitions,and Provisions of General Applicability.
1.1. Abbreviations..............................................................................................................................1
1.2. Definitions...................................................................................................................................2
Article 2 -Preliminary Matters
2.1. Delivery of Bonds.....................................................................................................................5
2.2. Copies of Documents................................................................................................................6
2.3. Commencement of Contract Time,Notice to Proceed.............................................................6
2.4. Starting the Project....................................................................................................................6
2.5. Before Starting the Project........................................................................................................6
2.6. Pre-construction Conference.....................................................................................................7
2.7. Project Progress Meetings.........................................................................................................7
Article 3 - Contract Documents,Intent,Amending,Ownership, Escrow Bid Documents
3.1. Intent..........................................................................................................................................8
3.2. Amending and Supplementing Contract Documents...............................................................8
3.3. Reuse of Documents.................................................................................................................9
3.4. Precedence of Contract Documents..........................................................................................9
Article 4 -Availability of Lands,Physical Conditions,Reference Points.
4.1. Availability of Lands.................................................................................................................9
4.2. Physical Conditions...................................................................................................................9
4.2.1. Exploration and Reports.................................................................................................9
4.2.2. Existing Structures.......................................................................................................10
4.2.3. Report of Differing Conditions....................................................................................10
4.2.4. Project Manager's Review...........................................................................................10
4.2.5. Possible Document Change .........................................................................................10
4.2.6. Possible Price and Time Changes................................................................................10
4.3. Physical Conditions -Underground Facilities........................................................................10
4.3.1. Shown or Indicated......................................................................................................10
4.3.2. Not Shown or Indicated...............................................................................................11
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4.4. Reference Points......................................................................................................................11
4.5. Protection of Existing Vegetation and Restoration of Property and Landscape....................11
4.6. Hazardous Materials................................................................................................................13
4.7. Contractor's Representations...................................................................................................14
Article 5 -Bonds,Indemnification,Liability,and Insurance
5.1. Performance,Payment, and Maintenance Bonds...................................................................14
5.2. Indemnification.......................................................................................................................15
5.3. Contractor's Insurance.............................................................................................................15
Article 6 - Contractor's Responsibilities.
6.1. General Responsibilities..........................................................................................................15
6.2. Supervision and Superintendence...........................................................................................15
6.3. Labor, Materials, and Equipment............................................................................................16
6.4.-6.6 Reserved.................................................................................................................................16
6.7. Work Schedule........................................................................................................................16
6.8. Substitutes of "Or-Equal"Items ............................................................................................16
6.9. Subcontractors, Suppliers and Others.....................................................................................18
6.10 Patent Fees and Royalties........................................................................................................18
6.11 Permits.....................................................................................................................................19
6.12 Laws and Regulations.............................................................................................................19
6.13 Taxes .......................................................................................................................................19
6.14 Use of Premises.......................................................................................................................20
6.15 Record Documents..................................................................................................................20
6.16 Safety and Protection..............................................................................................................20
6.17 Emergencies............................................................................................................................22
6.18 Shop Drawings and Samples..................................................................................................23
6.19 Claim Release, Mechanics' Lien............................................................................................24
6.20 Continuing the Work...............................................................................................................25
6.21 Contractor's Facilities.............................................................................................................25
Article 7- Other Work.
7.1. Related Work at Site ...............................................................................................................26
7.2. Coordination............................................................................................................................27
Article S - County's Responsibilities.
8.1. .................................................................................................................................................27
Article 9 -Project Manager's Status During Construction.
9.1. County's Representative..........................................................................................................27
9.2. Visits to Site ............................................................................................................................28
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9.3. Project Representation ............................................................................................................28
9.4. Clarification and Interpretation...............................................................................................28
9.5. Authorized Variations in Work...............................................................................................28
9.6. Rejecting of Defective Work..................................................................................................28
9.7 Shop Drawings, Change Orders and Payments......................................................................29
9.8 Decisions on Disputes.............................................................................................................29
9.9 Reserved..................................................................................................................................29
9.10 Limitations on The Project Manager's Responsibilities.........................................................29
Article 10-Changes in the Work.
10.1. County Initiated Changes........................................................................................................30
10.2. Written Notice of Change........................................................................................................30
10.3. Change Order...........................................................................................................................31
10.4. Contractor Change Request.....................................................................................................31
10.5. Down Time..............................................................................................................................32
10.6. Submittal Requirements and Waiver of Claims......................................................................32
Article 11 -Changes of Contract Price or Contract Time.
11.1. Contract Price Adjustments.....................................................................................................32
11.2. Contract Time Adjustments.....................................................................................................33
11.3. Force Account Work...............................................................................................................34
11.4. Contract Sum Determination...................................................................................................34
11.4.1. Direct Labor 34
...............................................................................................................
11.4.2. Labor Burden .............................................................................................................35
11.4.3. Direct Material, Supplies,Installed Equipment.........................................................35
11.4.4. Equipment..................................................................................................................35
11.4.5. Bonds,Insurance,Permits and Taxes........................................................................35
11.4.6. Subcontract Costs.......................................................................................................35
11.4.7. Overhead and Profit...................................................................................................35
11.4.8. Totals as Equitable Adjustment.................................................................................36
11.5. Cost and Pricing Data..............................................................................................................36
11.5.1. Certificate of Current Cost or Pricing Data...............................................................36
11.5.2.Vendor Statements......................................................................................................37
11.5.3. Price Reductions for Defective Costs or Pricing Data..............................................37
11.6. Variation in Quantity of Unit Priced Items.............................................................................37
Article12 -Reserved.........................................................................................................................37
Article 13 -Warranty and Guarantee (Maintenance Bond); Tests and Inspections;
Correction,Removal or Acceptance of Defective Work.
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13.1. Warranty..................................................................................................................................37
13.2. Access to Work........................................................................................................................39
13.3. Tests and Inspections...............................................................................................................39
13.4. Uncovering Work....................................................................................................................40
13.5. County May Stop the Work.......................................................................................................40
13.6. Correction or Removal of Defective Work..............................................................................41
13.7. Correction Period......................................................................................................................41
13.8. Acceptance of Defective Work................................................................................................41
13.9. County May Correct Defective Work......................................................................................41
13.10. Unauthorized Work.................................................................................................................42
Article 14 -Construction Schedule, Schedule of Values, Payments to Contractors,and
Completion
14.1. Schedules.................................................................................................................................42
14.2. Application for Progress Payment...........................................................................................43
14.3. Contractor's Warranty of Title.................................................................................................44
14.4. Review of Application for Progress Payments.......................................................................44
14.5. Substantial Completion............................................................................................................45
14.6. Partial Utilization.....................................................................................................................45
14.7. Final Inspection .......................................................................................................................45
14.8. Final Application for Payment................................................................................................46
14.9. Settlement Date, Notice to Subcontractors,Acceptance and Final Payment.........................46
14.10. Contractor's Continuing Obligation ........................................................................................47
14.11. Liquidated Damages ...............................................................................................................47
Timefor Completion...............................................................................................................47
Time is of the Essence to the Agreement ...............................................................................47
LiquidatedDamages ...............................................................................................................47
Delays in Work Completion of Construction Phase...............................................................48
Excusable Delays- Force Majeure.........................................................................................48
CumulativeRemedy................................................................................................................48
14.12 Waiver of Claims....................................................................................................................48
Article 15 -Suspension of Work and Termination.
15.1. County May Suspend Work....................................................................................................49
15.2. County May Terminate............................................................................................................49
15.3. Contractor May Stop Work or Terminate...............................................................................50
Article 16 -Miscellaneous.
16.1. Giving Notice...........................................................................................................................51
16.2. Computation of Time ..............................................................................................................51
16.3. General.....................................................................................................................................51
16.4. Independent Contractor Status ................................................................................................51
16.5. Audit and Records...................................................................................................................52
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16.5.1. Data and Records.......................................................................................................52
16.5.2. Cost or Pricing Data...................................................................................................52
16.5.3. Availability.................................................................................................................52
16.5.4. Contract Termination.................................................................................................53
16.5.5. Appeals, Litigation, or Claims...................................................................................53
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INTRODUCTION
The Contract Documents are complementary, and what is required by any one shall be as
binding as if required by all, unless certain services or equipment are specifically excluded.
These General Conditions have been prepared to be incorporated by reference into the Contract
entered into between the County and the Contractor. In the event of conflict or inconsistency
among the Contract Documents, the order of precedence set forth in the Contract for
Construction shall govern the interpretation of the Contract between the County and the
Contractor. Words and abbreviations which have well-known technical or trade meanings are
used in the Contract Documents in accordance with their recognized meanings, provided
however that those terms required to be defined in the Proposal by the Contractor shall have the
meaning given to them in the Proposal to the extent that they are not in conflict with any other
part or term of the Contract Documents.
ARTICLE 1 -ABBREVIATIONS AND DEFINITIONS
1.1. Whenever the words, forms, or phrases defined herein, or pronouns used in their place
occur in the Contract Documents,the intent and meaning shall be interpreted as follows:
AASHTO American Association of State Highway and Transportation Officials
AIA American Insurance Association
AISI American Iron and Steel Institute
ANSI American National Standards Institute
(formerly ASA and USASI)
ASCE American Society of Civil Engineers
ASME American Society of Mechanical Engineers
ASTM American Society for Testing and Materials
AWG American Wire Gauge
AWS American Welding Society
BAFO Best and Final Offer
CDOT Department of Transportation, State of Colorado
DHA Detailed Hazards Analysis
EBD Escrow Bid Documents
EIA Electronic Industries Association
EPA United States Environmental Protection Agency
FCC Federal Communications Commission
FHWA Federal Highway Administration
FTA Federal Transit Administration
HVAC Heating,Ventilation, and Air Conditioning
ITB Instructions to Bidder/Proposer
MUTCD Manual on Uniform Traffic Control Devices
NACE National Society for Corrosion Engineers
NBS National Bureau of Standards
NEC National Electric Code
NESC National Electric Safety Code
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NFPA National Fire Protection Association
NTP Notice to Proceed
O&M Operations and Maintenance
OSHA Occupational Safety and Health Administration
PHA Preliminary Hazards Analysis
RFP Request for Proposals
SAE Society of Automotive Engineers
` SICS American Institute of Steel Construction
SSPC Special Society for Paint Council
UD&FCD Urban Drainage and Flood Control District
UL Underwriter's Laboratories, Inc.
UMTA United States Department of Transportation, Urban Mass Transportation
Authority
1.2. Wherever used in these General Conditions or in the other Contract Documents the
following terms have the meanings indicated which are applicable to both the singular and
plural. Unless otherwise stated in the Contract Documents, words which have well-known
technical or construction industry meanings are used in the Contract Documents in accordance
with their recognized meanings.
Addenda -Written or graphic instruments issued prior to the opening of Proposals or Notice of
Award which clarify, correct or change the bidding documents, Contract Documents, drawings,
details or specifications.
Bid - The offer or proposal of the bidder submitted on the prescribed form(s) setting forth the
prices for the Work to be performed. Bid and Proposal are used interchangeably.
Bidder-Any qualified responsible and responsive firm or corporation submitting a Proposal for
the Work. Bidder and Proposer are used interchangeably.
Bid Package - All information and standard Contract Documents prepared by the County to
assist potential bidders/proposers to prepare their bids/proposals.
Bonds - Bid, performance, payment, maintenance bonds and other acceptable instruments of
financial security, furnished by the Contractor and his/her surety in accordance with the
Contract Documents.
Change Order - A written order to the Contractor authorizing an addition, deletion or revision
in the Work within the general scope of the Contract Documents, or authorizing an adjustment
in the Contract Price or Contract Time, issued on or after the Effective Date of the Contract for
Construction.
County or Owner-Pitkin County, Colorado.
Contract - All contract documents attached to the Contract for Construction and made a part
thereof as provided herein.
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Contract Documents - The Contract including RFP, Instructions to Bidders, Proposal,
Addenda, General Conditions, Special Conditions, Contract for Construction, Proposal Bond,
Notice of Award, Payment, Performance, and Maintenance Bonds, Drawings identified in the
Contract Documents or attached as part of the Bid, and Specifications identified in the invitation
to Bid or attached as part of the Bid, Affidavit of Compliance form, Liquidated Damages form,
Contractor's License form, Daily Construction Log form, Progress Pay Estimate form, and
Insurance Certificates.
Contract for Construction - The written agreement between County and Contractor covering
the Work to be performed.
Contractor - The qualified responsible and responsive firm or corporation with whom the
County has entered into the Contract for Construction.
Contract Price - The moneys payable by the County to the Contractor under the Contract
Documents as stated in the Contract for Construction (subject to the provisions of paragraph
11.4.), except for the Minor Contract Revisions item(s) which are subject to the County's
written authorization for expenditure.
Contract Time - The number of the consecutive calendar days or the working days and/or the
deadline set in the Contract Documents for the completion of the Work.
Daily Construction Log — A form furnished by the County Project Manager, used by the
County Project Manager to record the Contractor's daily work quantities and project events.
When required by Special Conditions, the daily construction log is the only verified
justification for payment to the Contractor.
Defective - An adjective which when modifying the word Work refers to Work that is
unsatisfactory, faulty or deficient, or does not conform to the Contract Documents, or does not
meet the requirements of any inspection, reference standard, test or approval referred to in the
Contract Documents, or has been damaged prior to the Project Manager's recommendation of
final payment (unless responsibility for the protection thereof has been assumed by the County
at Substantial Completion in accordance with paragraph 14.5 or 14.6).
Drawings - The part of the Contract Documents which show the character and scope of the
Work to be performed and which have been prepared or approved by the professional identified
in the Contract Documents.
Effective Date of the Contract for Construction - The date indicated in the Agreement on
which it becomes effective, but if no such date is indicated it means the date on which the
Agreement is signed and delivered by the last of the two parties to sign and deliver.
Field Order-A written order affecting a change in the Work not involving an adjustment in the
Contract Time,issued by the Project Manager to the Contractor during construction.
Hazardous Materials - The term "Hazardous Materials" shall have the meaning set forth at 42
U.S.C. § 9601(14) and regulations promulgated pursuant thereto.
22
Laws and Regulations; Laws or Regulations - Laws, rules, regulations, ordinances,
procurement code and/or orders.
Notice of Award -The written notice by the County to the apparent successful proposer stating
that upon compliance by the apparent successful proposer with the conditions precedent
enumerated therein,within the time specified, the County will sign and deliver the Contract .
Notice to Proceed - A written notice given by the County to the Contractor fixing the date on
which the Contract Time will commence to run and on which Contractor shall start to perform
Contractor's obligations under the Contract Documents.
Partial Utilization - Placing a portion of the Work in service for the purpose for which it is
intended (or a related purpose)before reaching Substantial Completion for all the Work.
Procurement Code—Section 8.5 of the Pitkin County Home Rule Charter, Resolution No. 82-
37,April 12, 1982.
Progress Pay Estimate - A form furnished by the Project Manager, which, when required by
Special Conditions, is to be used to record, approve, and process payment when the Contractor
requests progress or final payments and which is to include such supporting documentation as is
required by the Contract Documents.
Project - The total construction of which the Work to be provided under the Contract
Documents may be the whole,or a part as indicated elsewhere in the Contract Documents.
Project Inspector — That person designated by the Project Manager to observe construction,
materials placement and testing and to prepare the Daily Construction Logs and field reports.
Project Manager—That person identified as such in the Request for Proposals.
Punch List - A form or letter that lists all incomplete or deficient Contract items, and is
prepared upon substantial completion of the Work by the Project Manager.
Shop Drawings - All drawings, diagrams, illustrations, brochures, schedules and other data
which are specifically prepared by or for the Contractor and/or the Subcontractor to illustrate
some portion of the Work and all illustrations, brochures, standard schedules, performance
charts, instructions, diagrams and other information prepared by a Supplier and submitted by the
Contractor and/or the Subcontractor to illustrate material or equipment for some portion of the
Work.
Specifications - Those portions of the Contract Documents consisting of written technical
descriptions of materials, equipment, construction systems, standards and workmanship as
applied to the Work and certain administrative details applicable thereto.
Subcontractor - A firm or corporation having a direct contract with the Contractor or with any
other Sub-contractor for the performance of a part of the Work at the site.
23
Substantial Completion - The Work (or a specified part thereof) has progressed to the point
where, in the opinion of the Project Manager as evidenced by the Project Manager's acceptance,
is sufficiently complete, in accordance with the Contract Documents, so that the Work can be
utilized for the purposes for which it is intended. The terms "substantially complete" and
"substantially completed" as applied to any Work refer to Substantial Completion thereof.
Special Conditions or Special Provisions - The part of the Contract Documents which amends
or supplements these General Conditions.
Supplier-A manufacturer,fabricator, supplier, distributor,materialman or vendor who supplies
materials or equipment for the Work including that fabricated to a special design but who does
not perform labor at the site.
Underground Facilities - All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks,
tunnels or other such facilities or attachments, and any encasements containing such facilities
which have been installed underground to furnish any of the following services for materials;
electricity, gases, steam, liquid petroleum products, telephone or other communications, cable
television,water,wastewater and surface runoff removal,traffic or other control systems.
Unit Price Work-Work to be paid for on the basis of unit prices.
Work - The entire completed construction or the various separately identifiable parts thereof
required to be furnished under the Contract Documents. Work is the result of performing
services, furnishing labor and furnishing and incorporating materials and equipment into the
construction, all as required by the Contract Documents and those not specifically mentioned
but necessary for successful completion of the Bid items.
Written Notice or Written Notice of Amendment - A written amendment of the Contract
Documents, signed by the County and the Contractor on or after the Effective Date of the
Contract for Construction and normally dealing with the non-engineering or non-technical rather
than strictly Work-related aspects of the Contract Documents
ARTICLE 2 - PRELIMINARY MATTERS
2.1 Delivery of Bonds:
When Contractor delivers the executed Contracts to the person designated in the Contract
Documents, the Contractor shall also deliver such Bonds as the Contractor is required to furnish
in accordance with paragraph 5.1.
2.2 Copies of Documents:
The County shall furnish to the Contractor up to five (5) copies (unless otherwise specified in
the Special Conditions) of the Contract Documents as are reasonably necessary for the
execution of the Work, except that only one full-scale reproducible copy of each Contract
24
Drawing will be provided free of charge. Additional copies will be furnished, upon request, at
the cost of reproduction.
2.3 Commencement of Contract Time,Notice to Proceed:
Prior to the County issuing a Notice to Proceed, either the County Manager or the Chair of the
Board of County Commissioners of Pitkin County, Colorado, or the appropriate department
section head, shall approve the Contract Documents and shall execute the same.
Notwithstanding any representations to the contrary made by County's employees, either
directly, indirectly, or by implication, no Contract shall be in effect nor shall be binding upon
the County until such time as the Contract is executed by the County pursuant to authority
granted in accordance with Resolution Nos. 93-170 and 83-10 or the Procurement Code. The
County shall issue a Notice to Proceed after either (a) the County Manager and/or appropriate
department or section head has executed the Contract, or (b) The Board of County
Commissioners ("BOCC")has authorized the execution of the Contract, and the Contractor has
executed the Contract and other Contract Documents, and has delivered the specified bonds,
Certificates of Insurance, as are required, and any other documents required to be delivered by
the Special Conditions and Addenda(s) if any issued. The Contract Time will commence to run
on the day indicated in the Notice to Proceed.
2.4 Starting the Project:
The Contractor shall start to perform the Work on the date when the Contract Time commences
to run, but no Work shall be done at the site prior to the date on which the Contract Time
commences to run and prior to a mandatory pre-construction conference conducted by the
County.
2.5 Before Starting the Project:
Before undertaking each part of the Work, the Contractor shall carefully study and compare the
Contract Documents and check and verify pertinent figures shown thereon and all applicable
field measurements. The Contractor shall promptly report in writing to the Project Manager any
conflict, error or discrepancy which Contractor may discover and shall obtain a written
interpretation or clarification from the Project Manager before proceeding with any Work
affected thereby.
2.5.1. Within Three (3) Days after the Effective Date of the Contract (unless otherwise
specified in the Special Conditions or General Requirements), the Contractor shall submit to the
Project Manager for review:
2.5.1.1. An estimated progress schedule indicating the starting and completion dates of
the various stages of the Work;
2.5.1.2. A preliminary schedule of Shop Drawing submissions; and
2.5.1.3. Quality Control and Quality Assurance (QC/QA)plan and policy to identify the
specific steps the Contractor will take to ensure the highest quality in the
25
constructed Proposal items.
2.5.1.4. A Work Zone Safety Implementation& Enforcement Plan with specific action
process.
2.5.2. Before any Work at the site is started, the Contractor shall deliver to the County Risk
Manager and the Project Manager, copies of certificates (and other evidence of insurance
requested by the County)which the Contractor is required to purchase and maintain.
2.6 Pre-construction Conference:
Within seven (7) consecutive calendar days after the Effective Date of the Bid Award, and
before the Contractor starts the Work at the site, he/she and all of his/her subcontractors and
suppliers shall attend a mandatory pre-construction conference, conducted by the Project
Manager and others as appropriate to discuss coordination of construction activities, procedures
for handling Shop Drawings and other issues, and to establish a working understanding among
the parties as to the Work.
2.7 Project Progress Meetings
The County and the Contractor shall meet once a week to review the construction activities, rate
of progress, and other project related issues to ensure efficient and smooth progress of work.
26
ARTICLE 3 - CONTRACT DOCUMENTS: INTENT,AMENDING,REUSE
3.1 Intent:
The Contract Documents comprise the entire agreement between the County and the Contractor
concerning the Work. The Contract Documents are complementary;what is called for by one is
as binding as if called for by all.
3.1.1. It is the intent of the Contract Documents to describe a functionally complete Project (or
part thereof) to be constructed in accordance with the Contract Documents. Any Work,
materials or equipment that may reasonably be inferred from the Contract Documents as being
required to produce the intended result will be supplied whether or not specifically called for.
Reference to standard specifications, manuals or codes of any technical society, organization or
association, or to the Laws or Regulations of any governmental authority, whether such
reference be specific or by implication, shall mean the latest standard specification, manual,
code or Laws or Regulations in effect at the time of opening of Bids (or, on the Effective Date
of the Contract if there were no Bids) except as may be otherwise specifically stated. However,
no provision of any referenced standard specification, manual or code (whether or not
specifically incorporated by reference in the Contract Documents) shall be effective to change
the duties and responsibilities of the County, the Contractor or the Project Manager, or any of
their consultants, agents or employees from those set forth in the Contract Documents, nor shall
it be effective to assign to the Project Manager, or any of the Project Manager's consultants,
agents or employees, any duty or authority to supervise or direct the furnishing or performance
of the Work, or any duty or authority to undertake responsibility contrary to the provisions of
Article 9. Clarifications and interpretations of the Contract Documents shall be issued by the
Project Manager as provided in Section 9.4.
3.1.2. If, during the performance of the Work, Contractor finds a conflict,error or discrepancy
in the Contract Documents, the Contractor shall so report to the Project Manager in writing at
once and before proceeding with the Work affected thereby and shall obtain a written
interpretation or clarification from the Project Manager.
3.2 Amending and Supplementing Contract Documents:
The contract Documents may be amended to provide for additions, deletions and revisions in
the Work or to modify the terms and conditions thereof in one or more of the following ways:
3.2.1. A formal Amendment of the Contract for Construction;
3.2.2. A Change Order pursuant to paragraph 10.3. As indicated in Article 11 Contract Price
and
Contract Time may only be changed by a Change Order or a Written Notice of Amendment.
3.2.3. In addition,the requirements of the Contract Documents may be supplemented, and
minor variations and deviations in the Work may be authorized, in one or more of the following
ways:
27
3.2.3.1. A Field Order(pursuant to paragraph 9.5);
3.2.3.2. The Project Manager's approval of a Shop Drawing or sample (pursuant to
paragraphs 6.18.5 and 6.18.6); or,
3.2.3.3. The Project Manager's written interpretation or clarification (pursuant to
paragraph 9.4).
3.3 Reuse of Documents:
Neither the Contractor nor any Subcontractor or Supplier or other person or organization
performing or furnishing any of the Work under a direct or indirect contract with the County
shall have or acquire any title to or ownership rights in any of the design details, drawings or
specifications.
3.4 Precedence of Contract Documents:
Notwithstanding the precedence set forth in the Pitkin County Construction Contract
Agreement, a Change Order governs over all other Contract Documents impacted by the
change. The Special Conditions govern over the General Conditions. In case of conflict
between the Drawings and Specifications, specifications govern. Technical specifications
govern over any conflicting provision of the ITB or RFP. Figure dimensions on Drawings
govern over General Drawings.
ARTICLE 4 -AVAILABILITY OF LANDS; PHYSICAL CONDITIONS; REFERENCE
POINTS
4.1 Availability of Lands:
The County shall furnish, as indicated in the Contract Documents, the lands upon which the
Work is to be performed, and rights-of-way and easements for access thereto. The Contractor
shall have full responsibility with respect to any conditions or provisions contained in applicable
easements relating to the lands upon which the Work.is to be performed.
4.2 Physical Conditions:
4.2.1. EXPLORATIONS AND REPORTS: Reference is made to the Special Conditions for
identification of those reports of explorations and tests of subsurface conditions at the site that
have been utilized by the Project Manager in preparation of the Contract Documents. The
Contractor may reasonably rely upon the accuracy of the technical data contained in such
reports, but not upon non-technical data, interpretations or opinions contained therein or for the
completeness thereof for the Contractor's purposes. Except as indicated in the immediately
preceding sentence and in paragraph 4.2.6. the Contractor shall have full responsibility with
respect to subsurface conditions at the site. Contractor shall not, by virtue of this paragraph, be
relieved from exercising ordinary skill and competence with respect to reliance upon the
accuracy of the technical data contained in such reports.
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4.2.2. EXISTING STRUCTURES: Reference is made to the Special Conditions for
identification of those drawings of physical conditions in or relating to existing surface and
subsurface structures (except Underground Facilities referred to in paragraph 4.3) which are at
or contiguous to the site that have been utilized by the Project Manager in preparation of the
Contract Documents. The Contractor may reasonably rely upon the accuracy of the technical
data contained in such drawings, but not for the completeness thereof for the Contractor's
purposes. Except as indicated in the immediately preceding sentence and in paragraph 4.2.6. the
h Contractor shall have full responsibility with respect to physical conditions in or relating to such
structures. The Contractor shall not, by virtue of this paragraph, be relieved from exercising
ordinary skill and competence with respect to reliance upon the accuracy of the technical data
contained in such drawings.
4.2.3. REPORT OF DIFFERING CONDITIONS: If the Contractor believes that any technical
data on which the Contractor is entitled to rely as provided in paragraphs 4.2.1 and 4.2.2 is
inaccurate; or any physical condition uncovered or revealed at the site differs materially from
that indicated, reflected or referred to in the Contract Documents, then, the Contractor shall
promptly, after becoming aware thereof and before performing any Work in connection
therewith (except in an emergency as permitted by paragraph 6.22) notify the County and the
Project Manager in writing about the inaccuracy or difference.
4.2.4. PROJECT MANAGER'S REVIEW: The Project Manager will promptly review the
pertinent conditions, determine the necessity of obtaining additional explorations or tests with
respect thereto and advise the County in writing (with a copy to the Contractor) of the Project
Manager's findings and conclusions.
4.2.5. POSSIBLE DOCUMENT CHANGE: If the Project Manager concludes that there is a
material error in the Contract Documents or that because of newly discovered conditions a
change in the Contract Documents is required, a Change Order will be issued as provided in
Article 10 to reflect and document the consequences of the inaccuracy or difference.
4.2.6. POSSIBLE PRICE AND TIME ADJUSTMENTS: In each such case, an increase or
decrease in the Contract Price or an extension or shortening of the Contract Time, or any
combination thereof, will be allowable to the extent that they are attributable to any such
inaccuracy or difference as described in Section 4.2.3. The Contractor shall meet with and
obtain approval from the Project Manager or his/her designee prior to implementing any such
change in the Work.
4.3 Physical Conditions- Underground Facilities:
4.3.1. SHOWN OR INDICATED: The information and data shown or indicated in the
Contract Documents with respect to existing Underground Facilities at or contiguous to the site
is based on information and data furnished to the County or the Project Manager by the owners
of such Underground Facilities or by others. Unless it is otherwise expressly provided in the
Special Conditions:
4.3.1.1.The County and the Project Manager shall not be responsible for the accuracy or
completeness of any such information or data; and,
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4.3.1.2.The Contractor shall have full responsibility for determining the existence of all
Underground Facilities, for reviewing and checking for all such information and data,
for locating all Underground Facilities shown or indicated in the Contract Documents,
for coordination of the Work with the owners of such Underground Facilities during
construction, for the safety and protection thereof as provided in paragraph 6.20 and for
repairing any damage thereto resulting from the Work, the cost of all of which will be
considered as having been included in the Contract Price.
4.3.2. NOT SHOWN OR INDICATED: If an Underground Facility is uncovered or revealed
at or contiguous to the site which was not shown or indicated in the Contract Documents and
which Contractor could not reasonably have foreseen, Contractor shall, promptly after
becoming aware thereof and before performing any Work affected thereby (except in an
emergency as permitted by paragraph 6.17.1), identify the owner of such Underground Facility
and give written notice thereof to that owner and to the County and the Project Manager. The
Project Manager will promptly review the Underground Facility to determine the extent to
which the Contract Documents should be modified to reflect and document the consequences of
the existence of the Underground Facility, and the Contract Documents will be amended or
supplemented to the extent necessary. During such time, Contractor shall be responsible for the
safety and protection of such Underground Facility as provided in paragraph 6.16.1. The
Contractor shall be allowed an increase in the Contract Price or an extension of the Contract
Time, or both, to the extent that they are attributable to the existence of any Underground
Facility that was not shown or indicated in the Contract Documents and of which the Contractor
could not reasonably have been expected to be aware of such Underground Facility and subject
to acceptance and approval by the Project Manager.
4.4 Reference Points:
The County shall provide engineering surveys to establish reference points for construction
which in the Project Manager's judgment are necessary to enable Contractor to proceed with the
Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the
established reference points and shall make no changes or re-locations without the prior written
approval of the County. The Contractor shall report to the Project Manager whenever any
reference point is lost or destroyed or requires relocation because of necessary changes in grades
or locations, and shall be responsible for the accurate replacement or relocation of such
reference points by a Registered Professional Land Surveyor Licensed in the State of Colorado.
4.5 Protection and Restoration of Property and Landscape:
4.5.1. The Contractor shall be responsible for the preservation of all public and private
property and shall protect carefully from disturbance or damage all land and property and shall
protect carefully from disturbance or damage all land and monuments and property marks until
the Project Manager has witnessed or otherwise referenced their location and shall not remove
them until directed.
4.5.2. The Contractor shall be responsible for all damage or injury to property of any
character, during the prosecution of the Work, resulting from any act, omission, neglect, or
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misconduct in his manner or method of executing the Work, or at any time due to defective
Work or materials, and said responsibility shall not be released until the project shall have been
completed and accepted.
4.5.3. When or where any direct or indirect damage or injury is done to public or private
property by or on account of any act, omission, neglect, or misconduct by the Contractor in the
execution of the Work, or in consequence of the non-execution thereof by the Contractor, he
shall restore, at his own expense, such property to a condition similar or equal to that existing
before such damage or injury was done, by repairing, rebuilding, or otherwise restoring as may
be directed, or he shall make good such damage or injury in an acceptable manner.
4.5.4. State Highway 82, State Highway 133 and the County roads within the County
are viewed by the County as a community asset. The County, therefore, desires to save all
vegetation and other environmental features except for those which have been specifically
identified for removal in the Contract Documents.
4.5.5. Materials storage, equipment parking, vehicle parking and stockpiling excavated
materials shall be allowed only in those areas designated by the Project Manager.
4.5.6. Specific areas of vegetation and other environmental features to be protected shall
be staked, fenced, or otherwise marked in the field by the Project Manager. However, the fact
that areas of vegetation and other environmental features are not marked shall not necessarily
mean that those items are expendable. The Contractor shall perform all his activities in such a
manner that the least environmental damage shall result. Any questionable areas or items shall
be brought to the attention of the Project Manager for approval prior to removal or any damage
activity. Damage or destruction of unmarked trees or shrubs which could reasonably have been
saved shall therefore be subject to the provisions these General Conditions.
4.5.7. If the fence, staking or marking is knocked down or destroyed by the Contractor,
the Project Manager shall suspend the Work in whole or in part, until the fence or other
protection is repaired to the Project Manager's satisfaction at the Contractor's expense. Time lost
due to such suspension shall not be considered a basis for adjustment of Contract Time or for
compensation to the Contractor.
4.5.8. If the Contractor disturbs any of the landscape not called for removal, he/she shall
restore those areas as directed by the Project Manager at the Contractor's expense.
4.5.9. The County may require that the Contractor replant an area that is damaged. The
Work shall be done as directed by the Project Manager. If the Contractor is deemed to be
responsible, then the replanting shall be done by the Contractor at his/her expense. If the
County is responsible, the costs will be reimbursed on a minor contract revisions (MCR) basis
unless existing cost proposal covers the Work.
4.5.10. With respect to replacement of trees and shrubs that have been damaged or
destroyed, the following conditions shall apply:
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4.5.10.1. Trees or shrubs of replaceable size shall be replaced by the
Contractor at his/her expense. If he/she fails to do so within a reasonable length of time as
determined by the Project Manager and prior to the end of the contract time, the replacement
value of the trees or shrubs will be deducted from any money due to the Contractor.These
values shall be based upon averages derived from current prices of nurseries growing the plants,
plus the cost for planting and a guarantee for the first growing season.
4.5.10.2. When trees or shrubs beyond replaceable size have been
damaged or destroyed, the value of such trees or shrubs shall be calculated as per square yard of
surface area measured at the ground level.
4.5.10.3. Any deduction assessed as liquidated damages under this Section
shall not relieve the Contractor from liability for any damages or costs resulting from delays to
the County,traveling public or other contractors.
4.6 Hazardous Materials
4.6.1. Prior to commencement of any Work and as a condition precedent to payment
by the County of any costs for it, the Contractor shall at no additional cost to the County
conduct tests the Contractor deems necessary to determine the existence of Hazardous
Materials by appropriately licensed Subcontractors or entities. The County shall reimburse the
Contractor for the invoice costs of the tests, only in the event that the Contractor furnishes the
County with certified test data and results which confirm the existence of Hazardous Materials.
4.6.2. If Hazardous Materials are discovered on or under real property which is owned
by the County before the date of Substantial Completion and Acceptance in accordance with
Article 14 herein, which property is within the Project boundaries, and are not present under the
circumstances described in section 4.6.3, the County shall, upon the request of the Contractor,
and subject to budget and appropriation, determine and obtain the appropriate dsiposition of the
Hazardous Materials under applicable Laws and Regulations, and make such equitable
adjustment in the Contract as is feasible and appropriate in the circumstances.
4.6.3. If Hazardous Materials are present on or under the real property within Project
boundaries as a result of any discharge, dumping or spilling on the Project property during the
term of the Contract by any party, including the Contractor, other than an agency of the
executive branch of State or Federal Government, the Contractor shall at the Contractor's sole
cost and expense, cause any such Hazardous Materials to be encapsulated, treated or removed
from the Project property and transported for final disposal in accordance with all applicable
Laws and Regulations, and shall cause the Project property to be restored to its condition
existing prior to such removal (except for the absence of the Hazardous Materials), including, to
the extent required, any grading and reinforcement necessary to restore the weight-bearing
capacity of the Project property prior to such event.
4.6.4. The County shall not be responsible for the cost of and the removal or clean-up
of Hazardous Materials found in any materials brought to the Project Site, after the Project Site
is turned over to the Contractor.
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4.6.5. The Contractor shall provide the Project Manager with a written certification each
time materials or equipment is brought onto the Work site that such materials or equipment do
not contain Hazardous Materials.
4.6.6. The Contractor and the County shall cooperate with each other in the
prosecution of any claim against or defense of any claims made by third parties in connection
with Hazardous Materials present on the Project property or contiguous properties owed or
controlled by the County.
4.7 Contractor's Representations
By executing the Contract, the Contractor represents that he/she has visited the site, familiarized
him/herself with the local conditions under which the Work is to be performed (including
weather conditions which can be expected), and correlated his observations with the
requirements of the Contract Documents.
ARTICLE 5 -BONDS,INDEMNIFICATION,AND INSURANCE
5.1 Performance,Payment, and Maintenance Bonds:
5.1.1. Contractor shall furnish performance, payment, bid and/or maintenance Bonds,
each in an amount specified in the Request for Proposals as security for the faithful performance
and payment of all the Contractor's obligations under the Contract Documents. These Bonds
shall remain in effect until the job is advertised and closed except for any required Maintenance
Bond which shall remain in full force and effect for two (2) Years from the date of project
closure, except as otherwise provided by the Contract Documents. The Contractor shall also
furnish such other Bonds as are required by the Special Conditions. All Bonds shall be in the
forms prescribed by Law or Regulation or by the Contract Documents and be executed by such
sureties as are named in the current list of "Companies Holding Certificates of Authority as
Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published
in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department.
All Bonds signed by an agent must be accompanied by a certified copy of the authority to act.
5.1.2. If the surety on any Bond furnished by Contractor is declared a bankrupt or
becomes insolvent or its right to do business is terminated in any state or it ceases to meet the
requirements of paragraph 5.1, Contractor shall within five days thereafter substitute another
Bond and Surety, both of which must be acceptable to the County.
5.2 Indemnification:
The Contractor agrees to indemnify and hold harmless the County as set forth in the County's
Required Clauses,paragraph 6.
5.3 Contractor's Insurance:
5.3.1. The Contractor agrees to procure and maintain, at its own expense, a policy or
policies of insurance as specified in paragraph 6 of the Required Clauses.
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5.3.2. Contractor shall cause any Subcontractor of the Contractor to procure and
maintain, the minimum insurance coverages listed in the Required Clauses,paragraph 6.
ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES
6.1 General Responsibilities:
6.1.1. The Contractor shall perform all of the Work in conformance with the Contract
Documents.
6.1.2. The Contractor covenants and warrants that it shall be responsible for
performing the Work, and that it shall do or cause to be done the Work and services as required
in the Contract Documents and any additional, collateral, and incidental Work and services as
may be necessary in order to complete the Project in accordance with the requirements of the
Contract Documents, shall be responsible for providing completed Work which meets the
results required by the Contract Documents, and shall achieve Substantial Completion by the
Contract Time.
6.1.3. Construction services shall be performed in accordance with those professional
standards listed in the Request for Proposals for quality and scope and shall be performed by the
entities and persons, Subcontractors and specific personnel identified in the Contractor's
Proposal in accordance with their respective degrees of participation provided and represented
to County. Other construction services shall be performed by qualified construction
Subcontractors and Suppliers, selected and paid by the Contractor. Nothing contained in the
Contract Documents shall be construed to create any obligation or contractual liability running
from the County to any of these persons or entities.
6.2 Supervision and Superintendence:
6.2.1. The Contractor shall supervise and direct the Work competently and efficiently
devoting such attention thereto and applying such skills and expertise as may be necessary to
perform the Work in accordance with the Contract Documents. The Contractor shall be solely
responsible for the means, methods, techniques, sequences and procedures of construction. The
Contractor shall be responsible to see that the finished Work complies accurately with the
Contract Documents.
6.2.2. The Contractor shall keep on the Work at all times during its progress a
competent resident superintendent, who shall not be replaced without written notice to the
County and the Project Manager except under extraordinary circumstances. The superintendent
will be the Contractor's representative at the site and shall have authority to act on behalf of the
Contractor. All communications given to the superintendent shall be as binding as if given to
the Contractor.
6.3 Labor,Materials, and Equipment:
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6.3.1. The Contractor shall provide competent, suitably qualified personnel to survey
and lay out the Work and perform construction as required by the Contract Documents. The
Contractor shall at all times maintain good discipline and order at the site. Except in connection
with the safety or protection of persons or the work or property at the site or adjacent thereto,
and except as otherwise indicated in the Contract Documents, all Work at the site shall be
performed during regular working hours, and the Contractor will not permit overtime work or
the performance of Work on Saturday, Sunday or any legal holiday without the County's written
consent given after prior written notice to the Project Manager.
6.3.2. Unless otherwise specified in the County's Contract Documents, the Contractor
shall furnish and assume full responsibility for all materials, equipment, labor, transportation,
construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone,
water, sanitary facilities, temporary facilities and all other facilities and incidentals necessary for
the furnishing,performance, testing, start-up and completion of the Work.
6.3.3. All materials and equipment shall be of good quality and new, except as
otherwise provided in the Contract Documents. If required by the Project Manager, the
Contractor shall furnish satisfactory evidence (including reports of required tests) as to the kind
and quality of materials and equipment. All materials and equipment shall be applied, installed,
connected, erected, used, cleaned and conditioned in accordance with the instructions of the
applicable Supplier except as otherwise provided in the Contract Documents; but no provision
of any such instructions will be effective to assign to the Project Manager, or any of the Project
Manager's consultants, agents or employees, any duty or authority to supervise or direct the
furnishing or performance of the Work or any duty or authority to undertake responsibility
contrary to the provisions of paragraph 9.10.1. or 9.10.2.
6.4. -6.6. Reserved
6.7. Work Schedule:
The Contractor shall submit to the Project Manager for acceptance such schedule of
work progress reports, estimates, records, and other data as the County may require concerning
work performed or to be performed.
6.8 Substitutes of"Or Equal"Items:
6.8.1. Whenever materials or equipment are specified or described in the Contract
Documents by using the name of a proprietary item or the name of a particular Supplier the
naming of the item is intended to establish the type, function and quality required. Unless the
name is followed by words indicating that no substitution is permitted, materials or equipment
of other Suppliers may be accepted by the Project Manager if sufficient information is submitted
by the Contractor to allow the Project Manager to determine that the material or equipment
proposed is equivalent or equal to that named. The Project Manager will include the following
as supplemented in the General Requirements. Requests for review of substitute items of
material and equipment will not be accepted by the Project Manager from anyone other than the
Contractor. If the Contractor wishes to furnish or use a substitute item of material or equipment,
35
3
the Contractor shall make written application to the Project Manager for acceptance thereof,
certifying that the proposed substitute will perform adequately the functions and achieve the
results called for by the general design, be similar and of equal substance to that specified and
be suited to the same use as that specified. The application will state that the evaluation and
acceptance of the proposed substitute will not prejudice the Contractor's achievement of
Substantial Completion on time, whether or not acceptance of the substitute for use in the Work
will require a change in any of the Contract Documents (or in the provisions of any other direct
contract with the County for work on the Project) to adapt the design to the proposed substitute
and whether or not incorporation or use of the substitute in connection with the Work is subject
to payment of any license fee or royalty. All variations of the proposed substitute from that
specified will be identified in the application and available maintenance, repair and replacement
service will be indicated. The application will also contain an itemized estimate of all costs that
will result directly or indirectly from acceptance of such substitute, including costs of redesign
and claims of other contractors affected by the resulting change, all of which shall be considered
by Project Manager in evaluating the proposed substitute. The Project Manager may require the
Contractor to furnish at Contractor's expense additional data about the proposed substitute.
6.8.2. If a specific means, method, technique, sequence or procedure of construction is
indicated in or required by the Contract Documents, the Contractor may furnish or utilize a
substitute means, method, sequence, technique or procedure of construction acceptable to the
Project Manager. The procedure for review by the Project Manager shall be similar to that
provided in paragraph 6.8.1.
6.8.3. The Project Manager will be allowed a reasonable time within which to evaluate
each proposed substitute. The Project Manager will be the sole judge of acceptability, and no
substitute will be ordered, installed or utilized without the Project Manager's prior written
acceptance which will be evidenced by an approved Shop Drawing. The County may require
the Contractor to furnish at the Contractor's expense a special performance guarantee or other
surety with respect to any substitute. The Project Manager will record time required by the
Project Manager and the Project Manager's consultants in evaluating substitutions proposed by
the Contractor and in making changes in the Contract Documents occasioned thereby. Whether
or not the Project Manager accepts a proposed substitute, the Contractor shall reimburse the
County for the charges of the Project Manager and the Project Manager's consultants for
evaluating each proposed substitute.
6.9 Subcontractors,Suppliers and Others:
6.9.1. The Contractor shall not employ any Subcontractor, Supplier or other person or
organization (including those acceptable to the County and the Project Manager as indicated in
paragraph 6.9.2), whether initially or as a substitute, against whom the County or the Project
Manager may have reasonable objection.
6.9.2. If the Contract Documents require the identity of certain Subcontractors,
Suppliers or other persons or organizations including those who are to furnish the principal
items of materials and equipment to be submitted to the County in advance of the specified date
prior to the Effective Date of the Agreement for acceptance by the County and the Project
Manager and if the Contractor has submitted a list thereof in accordance with the Contract
36
Documents, the County's or the Project Manager's acceptance (either in writing or by failing to
make written objection thereto by the date indicated for acceptance or objection in the bidding
documents or the Contract Documents) of any such Subcontractor, Supplier or other person or
organization so identified may be revoked on the basis of reasonable objection after due
investigation, in which case the Contractor shall submit an acceptable substitute, the Contract
Price will be increased by the difference in the cost occasioned by such substitution and an
appropriate Written Notice of Amendment signed. No acceptance by the County or the Project
Manager of any such Subcontractor, Supplier or other person or organization shall constitute a
waiver of any right of the County or the Project Manager to reject Defective Work.
6.9.3. The Contractor shall be fully responsible to the County and the Project Manager
for all acts and omissions of the Subcontractors, Suppliers and other persons and organizations
performing or furnishing any of the Work under a direct or indirect contract with Contractor just
as Contractor is responsible for Contractor's own acts and omissions. Nothing in the Contract
Documents shall create any contractual relationship between the County or the Project Manager
and any such Subcontractor, Supplier or other person or organization, nor shall it create any
obligation on the part of the County or the Project Manager to pay or to see to the payment of
any moneys due any such Subcontractor, Supplier or other person or organization except as may
otherwise be required by Laws and Regulations.
6.9.4. The divisions and sections of the Specifications and the identifications of any
Drawings shall not control the Contractor in dividing the Work among Subcontractors or
Suppliers or delineating the Work to be performed by any specific trade.
6.9.5. All Work performed for Contractor by a Subcontractor will be pursuant to an
appropriate agreement between the Contractor and the Subcontractor which specifically binds
the Subcontractor to the Applicable terms and conditions of the Contract Documents for the
benefit of the County and the Project Manager.
6.10 Patent Fees and Royalties:
The Contractor shall pay all license fees and royalties and assume all costs incident to the use in
the performance of the Work or the incorporation in the Work of any invention, design, process,
product or device which is the subject of patent rights or copyrights held by others. Contractor
shall indemnify and hold harmless the County and the Project Manager and anyone directly or
indirectly employed by either of them from and against all claims, damages, losses and expenses
(including attorney's fees and court costs) arising out of any infringement of patent rights or
copyrights incident to the use in the performance of the Work or resulting from the product or
device not specified in the Contract Documents, and shall defend all such claims in connection
with any alleged infringement of such rights.
6.11 Permits:
Unless otherwise provided in the Special Conditions, the Contractor shall obtain and pay for all
construction permits and licenses. The County shall assist the Contractor, when necessary, in
obtaining such permits and licenses. The Contractor shall pay all governmental charges and
inspection fees necessary for the prosecution of the Work.. The Contractor shall pay all charges
37 35
of utilities for connections to the Work, and the County shall pay all charges of such utility
owners for capital costs related thereto such as plant investment fees.
6.12 Laws and Regulations:
6.12.1. The Contractor shall be familiar with and shall comply with all federal, state,
and local laws, ordinances, rules, and regulations applicable to furnishing and performance of
the Work including rules, regulations, and ordinances the County promulgate at any time.
Except where otherwise expressly required by applicable laws and regulations, neither the
County nor the Project Manager shall be responsible for monitoring the Contractor's compliance
with any Laws or Regulations.
6.12.2. If the Contractor observes that the Specifications or Drawings are at variance
with any Laws or Regulations, the Contractor shall give the Project Manager prompt written
notice thereof, and any necessary changes will be authorized by one of the methods indicated in
paragraph 3.4. If the Contractor performs any Work knowing or having reason to know that it is
contrary to Laws or Regulations, and without such notice to the Project Manager, the Contractor
shall bear all costs arising therefrom.
6.13 Taxes:
The Contractor shall pay all existing and future applicable federal, state and local sales,
consumer, use and other similar taxes whether direct or indirect. Federal excise tax may not
apply to materials purchased by the County. The Contract Price shall include all other federal,
state, and/or local direct or indirect taxes which do apply. The Contract Price shall include the
cost of compliance with all other Federal Laws and Regulations at no additional cost to the
County (except as provided in the Contract Documents). The Contractor shall not be reimbursed
separately for any taxes which may apply except as provided in the Contract Documents and the
Contractor shall be responsible for all taxes which may apply. The County is tax exempt from
Federal Excise Tax and Colorado state or local sales or use taxes as stated n paragraph 8 of the
Required Clauses. The Contractor and its Subcontractors shall apply to the Colorado
Department of Revenue for a Certificate of Exemption indicating that the Contractor or
Subcontractor's purchase of construction material or building materials is for use in a building,
structure, or other public work owned and used by the County.
6.14 Use of Premises:
6.14.1. The Contractor shall confine construction equipment, the storage of materials
and equipment and the operations of workers to the Project site and land and areas permitted by
the Contract Documents, law, ordinances, and permits. The Contractor shall assume full
responsibility for any damage to any such land or area, or to the County or occupant thereof or
of any land or areas contiguous thereto, resulting from the performance of the Work. Should
any claim be made against the County or the Project Manager by any such owner or occupant
because of the performance of the Work, Contractor shall promptly settle with such other party
by agreement or otherwise resolve the claim by law. The Contractor shall, to the fullest extent
permitted by Laws and Regulations, indemnify and hold the County and the Project Manager
harmless from and against all claims, damages, losses and expenses (including, but not limited
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to, fees of engineers, architects, attorneys and other professionals and court costs) arising
directly, indirectly or consequentially out of any action, legal or equitable, brought by any such
other party against the County or the Project Manager to the extent based on a claim arising out
of the Contractor's performance of the Work.
6.14.2. During the progress of the Work, the Contractor shall keep the premises free
from accumulations of waste materials, rubbish and other debris resulting from the Work. At
the completion of the Work, the Contractor shall remove all waste materials, rubbish and debris
from and about the premises as well as all tools, appliances, construction equipment and
machinery, temporary structures, stumps or portions of trees, and surplus materials, and shall
leave the site clean and ready for occupancy by the County. The Contractor shall restore to
original condition all property not designated for alteration by the Contract Documents.
6.14.3. The Contractor shall not load or permit any part of any structure to be loaded in
any manner that will endanger the structure, nor shall the Contractor subject any part of the
Work or adjacent property to stresses or pressures that will endanger it.
6.15 Record Documents:
The Contractor shall maintain in a safe place at the site one record copy of all Drawings,
Specifications, Addenda, Written Amendments, Change Orders, Work Directive Changes, Field
Orders and written interpretations and clarifications in good order and annotated and updated
weekly to show all changes made during construction. These record documents together with
all approved samples will be available to the Project Manager for reference. Upon completion
of the Work, these record documents and samples will be delivered to the Project Manager for
the County.
6.16 Safety and Protection:
6.16.1. The Contractor shall be solely responsible for initiating, maintaining and
supervising all safety precautions and programs in connection with the Work. The Contractor
shall take all necessary precautions for the safety of, and shall provide the necessary protection
to prevent damage, injury or loss to:
6.16.1.1. All employees on the Work and other persons and organizations who
may be affected thereby;
6.16.1.2. All the Work and materials and equipment to be incorporated therein,
whether in storage on or off the site; and
6.16.1.3. Other property at the site or adjacent thereto, including trees, shrubs,
lawns,walks, pavements,road-ways, structures,utilities and Underground Facilities not
designated for removal, relocation or replacement in the course of construction.
The Contractor shall be required to assume sole and complete responsibility for job site
conditions during the course of construction of the Project, including the safety of all persons
who may enter on the job site for any reason and the security of all property located on the job
30 qo
site. This requirement shall apply at all times during the courses of the contract and not only to
normal work hours.
6.16.2. The Contractor shall comply with all applicable laws, ordinances, rules,
regulations, and orders of any public body having jurisdiction for the safety of persons or
property or to protect them from damage, injury or loss; and shall erect and maintain all
necessary safeguards for such safety and protection. The Contractor shall notify owners of
adjacent property and of Underground Facilities and utility owners when prosecution of the
Work may affect them, and shall cooperate with them in the protection, removal, relocation and
replacement of their property. All damage, injury or loss to any property referred to in
paragraph 6.16.1.2 or 6.16.1.3 caused, directly or indirectly, in whole or in part, by the
Contractor, any Subcontractor, Supplier or any other person or organization directly or
indirectly employed by any of them to perform or furnish any of the Work or anyone for whose
acts any of them may be liable, shall be remedied by the Contractor. The Contractor's duties
and responsibilities for the safety and protection of the Work shall continue until such time as all
the Work is completed and the Project Manager has issued a notice to the County and the
Contractor in accordance with Section 14.5 that the Work is acceptable (except as otherwise
expressly provided in connection with Substantial Completion).
6.16.3. The Contractor shall designate a responsible person at the site whose duty shall
be the prevention of accidents in the confined spaces. This person shall be the Contractor's
superintendent unless otherwise designated in writing by Contractor or County.
6.16.4. Contractor has the affirmative duty of ensuring compliance with all
Occupational Safety and Health Administration (OSHA) regulations, of designating a
representative who is a competent person for purposes of identifying existing or predictable
hazards at the site, of providing required safety instruction for Contractor's Subcontractors and
employees, and of immediately taking precautionary measures when necessary and remedying
all identified OSHA violations. Daily, and other, inspections of the work site, including of
excavations, adjacent areas and protective systems, shall be the sole responsibility of Contractor.
Contractor's obligation to indemnify County specified in the Required Clauses shall include
failure of Contractor to effect full compliance with OSHA regulations.
6.16.5. The Contractor shall at all times conduct the Work in such manner as will incur
the least practicable interference with traffic and existing utility systems. No section of any road
shall be closed to the public,nor any utility system put out of service except after permission has
been granted by the Engineer. Each item of Work shall be prosecuted to completion without
delay and in no instance will the Contractor be permitted to transfer its forces from uncompleted
Work to new Work without prior written notification of the Contractor to the Engineer. The
Contractor shall not open up Work to the prejudice of Work already started.
Unless the Contract Documents specifically provide for the closing to traffic of any local road or
highway while construction is in progress, such road or highway shall be kept open to all traffic
by the Contractor. The Contractor shall also provide and maintain in a safe condition temporary
approaches, crossings, or intersections with roads and highways. The Contractor shall bear all
expense of maintaining traffic over the section of road affected by the Work to be done under
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this Contract, and of constructing and maintaining such approaches, crossing, intersections and
any necessary features without direct compensation, except as otherwise provided.
The Contractor shall not close any road to the public except by express permission of the
appropriate engineering authority. When the road under construction is being used by the
traveling public, special attention shall be paid to keeping the subgrade and surfacing in such
condition that the public can travel over same in comfort and safety. The Contractor shall
cooperate with the appropriate officials in the regulation of traffic. If the Contractor constructs
temporary bridges or temporary stream crossings, its responsibility for accidents shall include
the roadway approaches as well as the structures of such crossings.
The Contractor shall provide, erect and maintain all necessary barricades, signs, danger signals
and lights to protect the Work and the safety of the public. Contractor shall comply with the
provisions of any and all applicable Traffic Safety Manuals which may be published by a
governmental entity having jurisdiction over the Project area. All barricades, signs and
obstructions erected by the Contractor shall be illuminated at night and all devices for this
purpose shall be kept burning from sunset to sunrise. The Contractor shall be held responsible
for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect it,
and whenever evidence of such damage is found prior to acceptance, the Engineer may order the
damage portion immediately removed and replaced by the Contractor without cost to the
County if, in its opinion, such action is justified. The Contractor's responsibility for necessary
barricades, signs, and lights shall not cease until the Project shall have been accepted.
6.17 Emergencies:
In emergencies affecting the safety or protection of persons or the Work or property at the site or
adjacent thereto, the Contractor, without special instruction or authorization from the Project
Manager or the County, is obligated to act to prevent threatened damage, injury or loss. The
Contractor shall give the Project Manager prompt written notice if the Contractor believes that
any significant changes in the Work or variations from the Contract Documents have been
caused thereby. If the Project Manager determines that a change in the Contract Documents is
required because of the action taken in response to an emergency, a written order will be issued
to document the consequences of the changes or variations.
6.18 Shop Drawings and Samples:
6.18.1. After checking and verifying all field measurements and after complying with
applicable procedures specified in the Contract Documents, the Contractor shall submit to the
Project Manager for review and approval in accordance with the approved schedule of Shop
Drawing submissions, three (3) copies(unless otherwise specified)of all Shop Drawings, which
will bear a stamp or specific written indication that the Contractor has satisfied the Contractor's
responsibilities under the Contract Documents with respect to the review of the submission. All
submissions will be identified as the Project Manager may require. The data shown on the Shop
Drawings will be complete with respect to quantities, dimensions, specified performance and
design criteria, materials and similar data to enable the Project Manager to review the
information as required.
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6.18.2. The Contractor shall also submit to the Project Manager for review and approval
with such promptness as to cause no delay in Work, all samples required by the Contract
Documents. All samples will have been checked by and accompanied by a specific written
indication that the Contractor has satisfied the Contractor's responsibilities under the Contract
Documents with respect to the review of the submission and will be identified clearly as to
material, Supplier,pertinent data such as catalog numbers and the use for which intended.
6.18.3. Before submission of each Shop Drawing or sample, the Contractor shall have
determined and verified all quantities, dimensions, specified performance criteria, installation
requirements, materials, catalog numbers and similar data with respect thereto; and reviewed or
coordinated each Shop Drawing or sample with other Shop Drawings and samples and with the
requirements of the Work and the Contract Documents.
6.18.4. At the time of each submission, the Contractor shall give the Project Manager
specific written notice of each variation that the Shop Drawings or samples may have from the
requirements of the Contract Documents, and, in addition, shall cause a specific notation to be
made on each Shop Drawing submitted to the Project Manager for review and approval of each
such variation.
6.18.5. The Project Manager will review and approve with reasonable promptness Shop
Drawings and samples, but the Project Manager's review and approval will be only for
conformance with the design concept of the Project and for compliance with the information
given in the Contract Documents and shall not extend to means,methods, techniques, sequences
or procedures of construction (except where a specific means, method, technique, sequence or
procedure of construction is indicated in or required by the Contract Documents) or to safety
precautions or programs incident thereto. The review and approval of a separate item as such
will not indicate approval of the assembly in which the item functions. The Contractor shall
make corrections required by the Project Manager, and shall return the required number of
corrected copies of Shop Drawings and submit as required new samples for review and
approval. The Contractor shall direct specific attention in writing to revisions other than the
corrections called for by the Project Manager on previous submittals.
6.18.6. The Project Manager's review and approval of Shop Drawings or samples shall
not relieve the Contractor from responsibility for any variation from the requirements of the
Contract Documents unless the Contractor has in writing called the Project Manager's attention
to each such variation at the time of submission as required by paragraph 6.18.4 and the Project
Manager has given written approval of each such variation by a specific written notation thereof
incorporated in or accompanying the Shop Drawing or sample approval; nor will any approval
by the Project Manager relieve the Contractor from responsibility for errors or omissions in the
Shop Drawings.
6.18.7. Where a Shop Drawing or sample is required by the Specifications, no related
Work shall be commenced prior to the Project Manager's review and approval of the Shop
Drawing or Samples.
6.18.8. The cost of furnishing all Shop Drawings and Samples shall be borne by
Contractor.
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6.19 Mechanics'Liens:
6.19.1. The Contractor covenants and agrees that, to the extent permitted by law, no
claims or mechanics'liens against public funds (mechanic's liens) or claims of any kind, will be
permitted to arise, be filed or maintained against the Project or any part of it, any interest in it or
any improvements on it, against any moneys due or to become due from the County to the
Contractor, for or on account of any work, labor, services, materials, equipment or other items
performed or furnished for or in connection with the Project, and the Contractor for itself, its
Subcontractors, laborers and material suppliers and employees does waive, release and
relinquish these claims or liens and all rights to file or maintain these liens and agrees further
that this waiver of liens and waiver of the right to file or maintain liens shall be independent
covenant and shall apply also to work, labor, services performed,materials,equipment and other
items furnished under any Change Order or supplemental agreement for extra or additional
work in connection with the Project. The Contractor agrees to defend, indemnify, protect and
save harmless the County from and against any and all claims or liens and actions brought or
judgments rendered, and from and against any and all loss, damages, liability, costs and
expenses, including legal fees and disbursements, which the County may sustain or incur in
connection with the Project.
6.19.2. The Contractor also agrees as above for all of its Subcontractors, including but
not limited to suppliers and employees. If any of the Contractor's Subcontractors, suppliers,
employees or any other person directly or indirectly acting for, through or under its authority or
any of them files or maintains a lien or claim as described above, the Contractor agrees to cause
claims or liens to be satisfied, removed or discharged at its own expense by bond, payment or
otherwise within thirty (30) consecutive calendar dam from he date of the filing, and upon the
Contractor's failure to do so the County shall have the right, in addition to all other rights and
remedies provided under this Contract or by law, to cause the liens or claims to be satisfied,
removed or discharged by whatever means the County chooses, at the entire cost and expense of
the Contractor, the expense to include legal fees and disbursements. The Contractor shall give a
copy of Claim Release form to all Subcontractors and suppliers and shall include these
provisions in all written contracts with Subcontractors, or give written notice to all
Subcontractors, suppliers or other persons having oral agreements with the Contractor.
6.19.3. The Contractor agrees that moneys received for the performance of this Contract
shall be used first for payment due for labor,material, and services for the Project and taxes, and
the moneys shall not be diverted to satisfy obligations of the Contractor on other accounts or
contracts. The Contractor shall pay Subcontractors within ten (10) consecutive calendar days of
receipt of a progress payment from the County. The Contractor shall furnish sworn affidavits in
accordance with the form furnished by the County, which shall state that amounts due or to
become due, amounts paid, and any other information necessary to indicate the financial
condition of the Contractor, insofar as it relates to services, labor and material furnished, and to
be furnished, under this Contract. The County may take steps it may deem necessary to protect
itself against any claims.
6.20 Continuing the Work:
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The Contractor shall carry on the Work and adhere to the progress schedule during all disputes
or disagreements with the County. No Work shall be delayed or postponed pending resolution
of any disputes or disagreements, except as permitted herein or as the Contractor and the County
may otherwise agree in writing.
6.21 Contractor Facilities:
6.21.1. All temporary contractor facilities shall be in accordance with regulations and
codes governing such construction. The types of temporary construction facilities required for
the Project may include, but are not necessarily limited to, the following: (a) job site office
space, (b) construction water distribution, (c) temporary closures, (d) temporary heat, (e) hoists
and temporary cranes, (f) temporary roads and paving, (g) construction aids and miscellaneous
facilities, (h) temporary power distribution, (i) temporary lighting, 0) temporary toilet facilities.
All operations of the Contractor, including storage of materials, upon the County's premises
shall be confined to areas authorized or approved by County in writing. Temporary buildings,
storage sheds, shops,offices,may be erected by the Contractor only with the written approval of
the County and shall be built or provided with labor and materials furnished by the Contractor
without expense to the County. Such temporary buildings and utilities shall remain the property
of the Contractor and shall be removed by it at its expense upon completion of the Work.
6.21.2. Unless otherwise directed in the Supplementary Conditions, the Contractor will
furnish and set construction stakes establishing all lines,grades,measurements necessary for the
proper execution of the Work contracted for under these Specifications. The County will
provide basis horizontal and vertical control. If construction surveys are provided by the
County, the Contractor shall request that Contractor provide engineering surveys and placement
of construction stakes no less than 48 hours prior to the time such service is needed. The
Contractor shall satisfy himself as to the accuracy of all measurements before constructing any
permanent structure and shall not take advantage of any errors which may have been made in
laying out the Work. The Contractor shall be held responsible for the proper preservation of all
marks and stakes. Stakes provided by the County, which must reset after initial placement, will
be replaced at Contractor's expense at the current billable rate for a three-person survey crew
unless the stakes were removed or destroyed by causes beyond the Contractor's control. Said
cost may be deducted from any funds due the Contractor.
6.21.3. The Project Manager shall be authorized to inspect Work done and material
furnished. Such observation may extend to any part of the Work and to preparation, fabrication,
or manufacture of the materials to be used. The Project Manager is authorized to call the
attention of the Contractor to any failure of the Work or materials to conform to the Contract
Documents and shall have the authority to reject materials or suspend the Work not conforming
to Contract Documents until any questions at issue can be referred to and decided by the
County. If the Contractor refuses to suspend operations on verbal order, the Project Manager
shall issue a written order giving the reason for shutting down the Work. After placing the order
giving the reason for shutting down the Work in the hands of the person in charge, the Project
Manager shall immediately leave the job. Work done during the absence of the Project
Manager will not be accepted nor paid for. The Project Manager shall in no case act as foreman
or perform other duties for the Contractor, nor interfere with the management of the Work by
44
the latter. Any advice which the Project Manager may give the Contractor shall in no way be
construed as releasing the Contractor from fulfilling all of the terms of the Contract Documents.
ARTICLE 7-OTHER WORK
7.1 Related Work at Site:
' 7.1.1. The County may perform other work related to the Project at the site by the
County's own forces, have other work performed by utility owners or let other direct contracts
therefor which shall contain General Conditions similar to these. The Contractor shall perform
and coordinate his/her activities with other Contractors to avoid conflict and minimize
disruptions.
7.1.2. The Contractor shall afford each utility owner and other contractor who is a
party to such a direct contract (or the County if the County is performing the additional work
with the County's employees)proper and safe access to the site and a reasonable opportunity for
the introduction and storage of materials and equipment and the execution of such work, and
shall properly connect and coordinate the Work with theirs. The Contractor shall do all cutting,
fitting and patching of the Work that may be required to make its several parts come together
properly and integrate with such other work. The Contractor shall not endanger any work of
others by cutting, excavating or otherwise altering their work and will only cut or alter their
work with the written consent of Project Manager and the others whose work will be affected.
The duties and responsibilities of Contractor under this paragraph are for the benefit of such
utility owners and other contractors to the extent that there are comparable provisions for the
benefit of the Contractor in said direct contracts between the County and such utility owners and
other contractors.
7.1.3. If any part of the Contractor's Work depends for proper execution or results upon
the work of any such other contractor or utility owner (or the County), the Contractor shall
inspect and promptly report to the Project Manager in writing any delays, defects or deficiencies
in such work that render it unavailable or unsuitable for such proper execution and results. The
Contractor's failure to report such conditions will constitute an acceptance of the other work as
fit and proper for integration with the Contractor's Work except for latent or non-apparent
defects and deficiencies in the other work.
7.2 Coordination:
If the County contracts with others for the performance of other work on the Project at the site,
the person or organization of the activities among the various prime contractors may be
identified in the Special Conditions, and the specific matters to be covered by such authority and
responsibility may be itemized, and the extent of such authority and responsibilities may be
provided, in the Special Conditions. Unless otherwise provided in the Special Conditions,
neither the County nor the Project Manager shall have any authority or responsibility in respect
of such coordination.
ARTICLE 8 - COUNTY'S RESPONSIBILITIES
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8.1. The County shall issue all communications to the Contractor through the Project
Manager or his/her designated person.
8.2. The County shall furnish the data required of the County under the Contract Documents
promptly and shall make payments to the Contractor through processing of the monthly
Progress Pay Estimate forms within 30 days from the cut-off date for a pay estimate form.
8.3. The County represents that an amount of money equal to the Contract Price has been
duly appropriated in accordance with applicable law,under a purchase order. The County shall
not issue any Change Order or execute a Written Amendment requiring additional compensable
work, which work causes the aggregate amount'i appropriated by the County, unless the
Contractor is given a written assurance that lawful appropriations to cover the costs of the
additional work shall be made.
ARTICLE 9 -PROJECT MANAGER'S STATUS DURING CONSTRUCTION
9.1 County's Representative:
The Project Manager shall be the County's representative during the construction period unless
County shall designate in writing another representative. The duties and responsibilities and the
limitations of authority of the Project Manager as the County's representative during
construction are set forth in the Contract Documents and shall not be extended without written
consent of the County and the Project Manager.
9.2 Visits to Site:
The Project Manager shall make visits to the site at intervals appropriate to the various stages of
construction to observe the progress and quality of the executed Work and to determine, in
general, if the Work is proceeding in accordance with the Contract Documents. The Project
Manager shall make on-site inspections to observe the quality or quantity of the Work. The
Project Manager's efforts will be directed toward providing for the County a greater degree of
confidence that the completed Work will conform to the Contract Documents. On the basis of
such visits and on-site observations, the Project Manager will keep the County informed of the
progress of the Work and will endeavor to guard the County against defects and deficiencies in
the Work.
93 Project Representation:
The County may furnish a Resident Project Representative to assist the Project Manager in
observing the performance of the Work. The duties, responsibilities and limitations of authority
of any such Resident Project Representative and assistants will be to ensure conformance of
work with specifications provided in the Special Conditions. The duties, responsibilities, and
limitations of authority of the resident Project Manager will be as provided in the Special
Conditions.
9.4 Clarification and Interpretations:
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The Project Manager will issue with reasonable promptness such written clarifications or
interpretations of the requirements of the Contract Documents (in the form of Drawings or
otherwise) as the Project Manager may determine necessary, which shall be consistent with or
reasonably inferable from the overall intent of the Contract Documents. If a written clarification
or interpretation justifies an increase in the Contract Price or an extension of the Contract Time,
the Contractor shall meet with the Project Manager and resolve the issue. All such requests or
claims shall be submitted to the Project Manager.
9.5 Authorized Variations in Work and Minor Contract Revisions:
The Project Manager may request or authorize minor variations in the Work from the
requirements of the Contract Documents which do not involve an adjustment in the Contract
Price or the Contract Time and are consistent with the overall intent of the Contract Documents.
These may be accomplished by a written request or a field order and will be binding on the
County, and also on the Contractor who shall perform the Work involved promptly. If the
Contractor believes that a field order justifies an extension of the Contract Time and the parties
are unable to agree as to the extent thereof, the Contractor may make a claim therefor as
provided herein.
9.6 Rejecting Defective Work:
The Project Manager will have authority to disapprove or reject Work which the Project
Manager believes to be Defective, and will also have authority to require special inspection or
testing of the Work as provided herein below,whether or not the Work is fabricated, installed or
completed.
9.7. Shop Drawings, Change Orders and Payments:
9.7.1. In connection with the Project Manager's responsibility for Shop Drawings and
samples, see paragraphs 6.19.1. through 6.20.1. inclusive.
9.7.2. In connection with the Project Manager's responsibilities as to Change Orders,
see Article 10 and Article 11.
9.7.3. In connection with the Project Manager's responsibilities in respect of request
for Payment, etc., see Article 14.
9.8 Decisions on Disputes:
9.8.1. The Project Manager will be the initial interpreter of the requirements of the
Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes
and other matters raised by Contractor relating to the acceptability of the Work or the
interpretation of the requirements of the Contract Documents pertaining to the performance and
furnishing of the Work and claims under Articles 11 and 12 in respect to changes in the Contract
Price or Contract Time shall be referred initially to the Project Manager in writing with a request
for a formal decision in accordance with this paragraph, which the Project Manager will render
in writing within a reasonable time. Written notice of each such claim, dispute and other matter
47
by the Contractor will be delivered to the Project Manager promptly (but in no event later than
thirty days) after the occurrence of the event giving rise thereto, and written supporting data will
be submitted to the Project Manager within sixty (60) days after such occurrence unless the
Project Manager allows an additional period of time to ascertain more accurate data in support
of the claim.
9.8.2. The rendering of a decision by the Project Manager pursuant to paragraph 9.8.1.
with respect to any such claim, dispute or other matter shall be a condition precedent to any
exercise by the Contractor of such rights or remedies as the Contractor may otherwise have
under the Contract Documents or at law in respect of any such claim, dispute or other matter.
The County shall not be bound by any initial interpretation by the Project Manager of the
requirements of the Contract Documents,judgment on the acceptability of the Work thereunder,
or formal decision made by the Project Manager in accordance with paragraph 9.8.1. Any
dispute not resolved by the initial decision of the Project Manager shall be decided by the
County,who shall reduce the decision in writing and furnish a copy thereof to the Contractor
and the Project Manager. The decision of the County shall be final subject to review by the
Pitkin County District Court in Pitkin County, Colorado. Pending final decision of a dispute
hereunder, the Contractor shall proceed diligently with the performance of the Work and in
accordance with the Project Manager's interpretation.
9.9 Reserved
9.10 Limitations on Project Manager's Responsibilities:
9.10.1. Neither the Project Manager's authority to act under this Article 9 or elsewhere
in the Contract Documents nor any decision made by the Project Manager in good faith either to
exercise or not exercise such authority shall give rise to any duty or responsibility of the Project
Manager to the Contractor, any Subcontractor, any Supplier, or any other person or organization
performing any of the Work,or to any surety for any of them.
9.10.2. Whenever in the Contract Documents the terms "as ordered", "as directed", "as
required", "as allowed", "as approved" or terms of like effect or import are used, or the
adjectives "reasonable", "suitable", "acceptable", "proper" or "satisfactory" or adjectives of like
effect or import are used to describe a requirement, direction, review or judgment of the Project
Manager as to the Work, it is intended that such requirement, direction, review or judgment will
be solely to evaluate the Work for compliance with the Contract Documents (unless there is a
specific statement indicating otherwise). The use of any such term or adjective shall not be
effective to assign to the Project Manager any duty or authority to supervise or direct the
furnishing or performance of the Work or any duty or authority to undertake responsibility
contrary to the Contract Documents.
ARTICLE 10- CHANGES IN THE WORK
10.1 County Initiated Changes
10.1.1. The County may require, without notification to sureties, the Contractor to
perform changes, additions or deletions to the Work at anytime after execution of the Contract
48
without invalidating the Contract. Changes shall be accomplished as set forth in Section 3.2,
above.
10.1.2. The Contractor shall promptly perform changes in the Work in accordance with
applicable provisions of the Contract Documents, unless otherwise provided in a Change Order
or Amendment to the Contract for Construction.
10.1.3. The following procedure shall be followed for the County notifying the
Contractor of proposed County initiated changes. The Project Manager shall issue a notice
informing the Contractor of a planned change in the Work and its scope, and requesting the
Contractor's detailed price proposal. The Contractor, at no expense to the County, shall submit a
priced proposal for performing the proposed change in the Work. The Contractor, within ten
(10) consecutive calendar days after receiving the Notice of Change, or such longer time which
the Project Manager in his/her discretion has granted, shall provide the Project Manager with a
complete and itemized proposal which includes the estimated increase or decrease in the
Contract Price and/or in the Contract Time attributable to the planned changes on the criteria
and methods described in Article 11. The Contractor shall be responsible for delays to the Work
and any additional costs incurred by the County caused by its failure to submit complete pricing
information within the time provided above. The Contractor shall participate with the County in
prompt joint analysis and negotiations to finalize a Change Order, if necessary.
10.2 Written Notice of Change
10.2.1. A Written Notice of Change may be used when:
10.2.1.1. The County determines that the Contractor must proceed immediately
to perform a change in the Work in order to avoid an adverse impact on the schedule or other
unchanged Work, and sufficient time is not available to negotiate an adjustment to the Contract
Price or Contract Time; or
10.2.1.2. The County and Contractor have not completed their negotiation and
reached agreement on all of the terms of a Change Order, but the County requires the Contractor
to proceed without such agreement.
10.2.2. Upon receipt of a Written Notice of Change the Contractor shall promptly
proceed with performing the change in the Work. Additionally, the Contractor shall comply
with all the requirements of 10.3 of these General Conditions.
10.3 Change Order
When the Contractor and the County reach agreement on the adjustments to the Contract Price
and/or Contract Time, such agreements shall be promptly recorded in an executed Change
Order.
10.4 Contractor Change Request
0
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10.4.1. If the Contractor: (i) receives any oral or written instructions, directives or
interpretations of Contract Documents, or determinations from the Project Manager or, (ii)
identifies what it believes are design errors or omissions in the Contract Drawings or
Specifications, or(iii) encounters a differing site condition; or, (iv) is delayed in the progress of
the Work; or, (v) becomes aware of any other matter or circumstance which it believes would
require a change in the Contract Price or Contract Time, the Contractor shall give the Project
Manager prompt written notice of such matters in a letter or notice denominated "Contractor
Change Request".
10.4.2. All Contractor Change Requests shall be dated, numbered sequentially, and shall
describe the action or event which the Contractor believes may require an extension in time or
price. The Contractor shall also provide descriptions of possible Contractor actions or solutions
to minimize the cost of the Contractor Change Request and, provide an estimate of the
adjustment in the Contract Price and/or Contract Time which it believes is appropriate.
10.4.3. With respect to orders, instructions, directives, interpretations, determinations, or
the discovery of any errors or omissions in the Contract Documents, a Contractor Change
Request shall be submitted before the Contractor acts on them, but in no event more than ten
(10) consecutive calendar days after they were received or discovered.
10.4.4. With respect to any differing site conditions, a Contractor Change Request shall
be submitted before the conditions are disturbed,but in no event more than ten (10) consecutive
calendar days after the conditions are first discovered.
10.4.5. With respect to delays, a Contractor Change Request shall be submitted as soon
as the Contractor has knowledge of the delay, but in no event more than ten (10) consecutive
calendar days therefrom.
10.4.6. With respect to any matters or circumstance which the Contractor believes
would require a change, including delays, a Contractor Change Request shall be submitted as
soon as the Contractor has knowledge of the matter or circumstance, but in no event more than
ten (10) consecutive calendar days after the Contractor becomes aware of such circumstance or
matter.
10.5 Down Time:
The Contractor may be granted time extension for down time. No other compensation of any
kind shall be made to the Contractor for down time. Equipment failure, lack of adequate labor
or tools or materials to perform the Work shall not constitute down time.
10.6 Submittal Requirements and Waiver of Claims
10.6.1. If the Contractor does not submit a Contractor Change Request within the time
required above, any action by the Contractor related to such order, direction, instruction,
interpretation, determination, design error or omission, or other matter, including delays or
differing site conditions, will not be considered by the County as a change to the Work and the
Contractor waives any claim for an adjustment on the Contract Price or the Contract Time.
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10.6.2. The Contractor shall, within ten (10) consecutive calendar days submit in detail,
a Contractor Change Request, and provide the Project Manager a complete and itemized
proposal which contains the information described in Article 11. The proposal shall also contain
a detailed explanation, citing all applicable provisions in the Contract Documents, which
supports the Contractor Change Request. If the Contractor does not submit its itemized proposal
• within the time described above or within such extension which the Project Manager, in his/her
discretion may have granted in writing, it waives any claim for an adjustment in the Contract
Price or Contract Time arising out of the act or event described in the Contract Change Request.
10.6.3. If a Contractor Change Request is denied by the Project Manager, in whole or in
part, any claim for an increase in the Contract Price or Contract Time arising out of the act or
event described in the Contractor Change Request is waived unless the Contractor timely
complies with the provisions of paragraphs 10.4.1. through 10.4.6.
ARTICLE 11. CHANGE OF CONTRACT PRICE OR CONTRACT TIME
11.1 Contract Price Adjustments.
All adjustments to the Contract Price shall be determined by using one or more of the following
methods:
11.1.1. A negotiated lump sum for work items that cannot be itemized. The Contractor
shall promptly provide sufficient substantiating data, including calculations, measurements, cost
records, production rates, equipment types and capacity, labor costs by craft and other
information which the County may reasonably require the Contractor to produce in order to
permit the County to evaluate the Contractor's lump sum change order proposals. In pricing this
proposal, the Contractor shall include estimates of the type of costs described in Section 11.4
below.
11.1.2. Unit prices stated in the Contract Documents or subsequently agreed upon
multiplied by final verified quantities of work performed;
11.1.3. Cost to be determined in a manner agreed upon by the parties which includes
markups that do not exceed those set forth in Section 11.4 below.
11.1.4. Costs to be determined in the manner described in Section 11.3.1.
11.2 Contract Time Adjustments.
11.2.1. Any extension of the Contract Time must be requested in a Contractor Change
Request which complies with all of the requirements of paragraphs 10.4.1 through 10.4.6.
Failure to strictly comply with the timing and submittal requirements shall constitute a waiver of
any request or claim.
11.2.2. If the Contractor is delayed at any time in the progress of the Work and such
delay was caused, in whole or in part, by the act or omission of the County, or by changes
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ordered in the Work, pursuant to strikes, lockouts, fire, unusual delay by common carriers,
unavoidable casualties, or any other causes beyond the Contractor's control, then the Contract
Time shall be extended by the County. Such extensions will be for a period of time as the
County may in its discretion determine, provided however that such delay could not have been
avoided by the exercise of due diligence by the Contractor and did not result from the acts or
omissions of the Contractor and, provided further, that they Contractor has taken reasonable
actions to mitigate or prevent further delays resulting from such causes.
11.2.3. If abnormal weather conditions are the basis for a claim for an extension of the
Contract Time, such claim shall be documented on the Project Manager's Daily Construction
Log forms substantiating that weather conditions were unusually severe for the period of time,
and could not have been reasonably anticipated. Regardless of actual weather conditions, any
day in which the Contractor is able to work sixty percent (60%) or more of its scheduled work
force shall not be counted as an abnormal weather day for purposes of calculating weather
related time extensions.
11.2.4. The Contractor agrees that delays resulting from any causes other than acts or
omissions of the County, its employees, agents or officials shall be considered fully
compensated by a time extension only and agrees to make no claim for monetary damages for
such delays. In no event shall the Contractor be entitled to recover any delay costs caused by the
acts or omissions of the Contractor, its employees or agents.
11.2.5. If the Contractor believes that it has suffered delays in performing the Work that
are caused by acts or omissions of the County, the Contractor may submit a Contractor Change
Request with detailed justifications acceptable to the Project Manager. Failure of the Contractor
to comply with all requirements shall constitute a waiver of any claim for damages resulting
from such delays.
11.3 Force Account Work.
11.3.1. In situations where the cost or time for performing a required change cannot be
adequately defined or agreed upon but the changed Work must proceed, the County may direct
the Contractor to perform the Work on a Equitable Adjustment basis. Adjustment shall be
determined on the basis of reasonable expenditures and savings of those performing the change
in the Work including, in case of an increase in the Contract Amount, an allowance for overhead
and profit which shall not exceed the allowance described in 11.4.7 below. In such case, the
Contractor shall keep and present, in such form as the County may prescribe, an itemized
detailed accounting together with appropriate supporting data of all of the costs described in
Section 11.4.1 through Section 11.4.4 which clearly distinguishes the cost of changed Work
from base contract Work. Information which shall be required on these forms includes an
itemization of all costs for labor, materials and equipment rental and total costs to date for force
account work. The Contractor shall include hours worked, rates of pay, names and job
classifications for all workers and size, type, identification number, rental rate and hours of
operation for equipment.
11.3.2. Unless otherwise provided in the Contract Documents, costs for the purposes of
Equitable Adjustment Work shall be itemized daily on forms provided by the Project Manager
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which are signed by the Contractor and the Project Manager. Such costs shall form the basis for
determining the maximum amount to be paid the Contractor, but this amount may be reduced
where necessary to take into account the cost of base contract Work, Work included in approved
Change Orders, Work described in Work Directive Changes, idle time for workers and/or
equipment when work could have been performed in other locations or the number of workers
or amount of equipment provided exceeds the number or amount required to perform the Work,
unsatisfactory Work or Work which may be performed concurrently with the changed Work
and which cannot be easily segregated from the changed Work. The worker hours, equipment
hours, and materials installed shall be logged on the County's Daily Construction Log form for
every day the Work is performed.
11.4 Contract Sum Determination
11.4 In no event shall the charge or credit to the County associated with any change exceed
the sum of the following:
11.4.1. Direct Labor. Actual net direct increase or decrease in the cost of the
Contractor's labor for all work associated with the change. Contractor's labor shall be limited to
Davis-Bacon Act work categories or other labor (including salaried field personnel) that
perform the individual change in Work full-time. For shop work, the direct labor includes
workers who work directly on the item being manufactured or operators of equipment being
used to handle items being manufactured.
11.4.2. Labor Burden. Contractor's actual costs for workers compensation and liability
insurance, payroll taxes, social security and employees fringe benefits (including employer paid
health insurance) imposed on the basis of payrolls. This burden must reflect the variability of
some burdens, i.e., social security. The burden shall include all small tools which cost less than
$200 apiece.
11.4.3. Direct Material, Supplies Installed Equipment. Actual net direct cost of
materials, supplies and equipment incorporated in or consumed by the Work. If actual costs are
not available, the cost shall be the lowest commercially available price including all discounts
and rebates and all applicable taxes. Cost shall be based on buying the material, supplies and
equipment in the largest practical quantity to receive quantity discounts.
11.4.4. Equipment. Actual net cost to the Contractor of owned and/or rented equipment
other than small tools,to be determined using the following method(s):
11.4.4.1. Owned equipment operating costs shall be determined using
accepted industry standard forms and methods for "Owning and Operating Equipment" as
described by the U.S.Army Corps of Engineers(COE)in its latest edition of the "Construction
Equipment Ownership and Operating Expense Schedule, Region V" (Document No. EP 1110-
1-8, Volume 5).
11.4.4.2. Rental equipment costs shall be determined using actual invoiced
rates less all discounts for bare equipment rental. Operating costs will be determined based on
rates in the above-cited C.O.E. manual.
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11.4.4.3. Mobilization/demobilization costs will be paid if the equipment
is mobilized exclusively for Work described in a change requested by the Project Manager or a
Change Order. If the equipment is used on base contract work, no mobilization or
demobilization cost will be paid. Mobilization/demobilization cost will be based on using the
least expensive means to mobilize or demobilize. Equipment shall be obtained from the nearest
available source. When the least expensive methods are used,then costs shown in the actual
invoice will be the basis for pricing.
11.4.5. Bonds, Insurance, Permits and Taxes. Actual increases or decreases in the cost
of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to
the Work.
11.4.6. Subcontract Costs. Net cost of subcontractor work at any tier, provided that the
cost of the subcontractor is determined in accordance with the above requirements. When
possible, the Contractor shall obtain quotes from two or more subcontractors.
11.4.7. Overhead and Profit.
11.4.7.1 Ten percent(10%)of the sum of Section 11.4.1 through Section
11.4.5 above,to cover a profit for Work performed by that Contractor or subcontractor.
11.4.7.2 Two percent(2%)of Section 11.4.6 above to cover Contractor's
and subcontractor's overhead and profit for work performed by the Contractor or subcontractor.
11.4.7.3 Neither the Contractor nor any subcontractor,nor the County in
the case of a credit,will attempt to apply these percentage adjustments in a way which would
pyramid either the cost or credit because a subcontractor or subcontractors at any tier are
involved.
11.4.8. Totals as Equitable Adjustment. The Contractor agrees that the total of the
above constitutes an equitable adjustment for any and all damages resulting from a change or
due to delay or disruption caused by the County. The Contractor's choice of idling and Down
Time shall not constitute a County's cause for delay or disruption.
11.5 Cost and Pricing Data
11.5.1. Certificate of Current Cost or Pricing Data. The Contractor shall submit a
Certificate of Current Cost or Pricing Data with any agreed upon Contract Price adjustment, but
prior to the execution of a Change Order for the work,in the following format:
Certificate of Current Cost and Pricing Data
This is to certify that, to the best of my knowledge and
belief, the cost of pricing data submitted in writing to the
County in support of * are accurate,
complete, and current as of
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** and represent the best prices available from suppliers
and subcontractors. This certification includes the cost of
pricing data supporting any advance agreements and
forward pricing rate agreements between the offer or and
the County that are part of the proposal.
Firm
Name
Title
Date
* Identify the appropriate number of the Change Notice.
** Date when pricing negotiations were concluded and
price agreement was reached.
*** Date of signing, which should be as close as practicable
to the date when the price negotiations were concluded and
price agreement reached.
11.5.2. Vendor Statements. The Contractor shall submit in support of all items which
are not unit prices or lump sum prices established by the Contract, statements by the affected
vendors that the prices are not in excess of those previously charged to the County or the
supplier's regular commercial customers for the same items.
11.5.3. Price Reductions for Defective Costs or Pricing, Data. If it is later determined
that pricing adjustments to the Contract were not correct due to incomplete or inaccurate pricing
data by the Contractor or any subcontractor or supplier or that lower prices were readily
available, the price shall be reduced accordingly and the Contract modified by a Change Order.
11.6 Variation in Quantity of Unit Priced Items:
Where the quantity of a unit-priced item in this Contract is an estimated quantity and the actual
quantity of the unit-priced item varies more than twenty-five percent (25%) above or below the
estimated quantity, an equitable adjustment in the Contract Price may be made by a written
Change approved by the Contractor and the Project Manager. The equitable adjustment shall be
based upon any increase or decrease in cost due solely to the variation above one hundred
twenty-five percent (125%) or below seventy-five percent(75%) of the estimated quantity. The
County at any time after the award of the Contract,may delete Bid items,provided that the total
of such deletions does not exceed twenty five percent (25%) of the total Contract Price, and
such deletions will not justify an increase in other Bid prices. If the quantity variation is such as
to cause an increase in the time necessary for completing the Work the Contractor may request
in writing, an extension of time only.
ARTICLE 12 -Reserved
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ARTICLE 13 - WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS;
CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK
13.1 Warranty:
13.1.1. The Contractor warrants and guarantees to the County that all Work, whether
supplied, furnished, installed, provided, or performed by Contractor, a Subcontractor, or
Supplier, will be in accordance with the Contract Documents and will not be Defective. All
Defective Work, whether or not in place, must be rejected, corrected or accepted as provided in
this Article 13. Work shall be performed in a skillful and workmanlike manner. Except where
longer periods of warranty are indicated for certain items, Contractor warrants Work, whether
furnished, installed,provided,performed or supplied by Contractor, a Subcontractor or Supplier,
to be free from faulty materials and workmanship for a period of not less than two (2) Years
from date of Final Payment, which two (2) Years period shall be covered by the Bonds as
specified in the Contract Documents. Landscaping replacement shall be warranted for two (2)
growing seasons.
13.1.2. The Contractor, at no additional expense to the County, shall remedy damage to
equipment, the site, or the buildings or the contents thereof which is the result of any failure or
defect in the Work, and restore any work damaged in fulfilling the requirements of the Contract
Documents.
13.1.3. With respect to all warranties, express or implied, from Subcontractors,
manufacturers, or Suppliers for Work performed and materials furnished under the Agreement,
the Contractor shall:
13.1.3.1. Obtain all warranties that would be given in normal commercial
practice. To the extent that the Subcontractor's, manufacturer's,or Supplier's, standard warranty
exceeds the minimum County requirements as set forth in this Article or elsewhere in the
Contract Documents,the Subcontractor's,manufacturer's, or Supplier's standard warranty shall
apply.
13.1.3.2. Require all warranties to be executed, in writing, for the benefit
of the County,if directed by the Project Manager; or
13.1.3.3. Enforce all warranties for the benefit of the County, if directed by
the Project Manager.
13.1.3.4. Assign all warranties and guarantees in writing to the County
upon the request of the County.
13.1.4. Notwithstanding anything to the contrary above, the Contractor shall warrant
that all equipment which is incorporated into the Work or any subsystem shall be new, free from
liens and defects in design, have clear title,be free from faulty materials and workmanship, and
shall conform in all aspects to the terms of the Contract Documents, to the drawings issued for
manufacture by the Contractor, and shall be in conformance with the Technical Specifications
and Contractor's Proposal (except in those instances where the Contractor's Proposal has been
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amended by subsequent Technical Specifications). Unless the warranty period is otherwise
extended or modified, the following warranty shall apply. If within five (5) Years from the date
each piece of equipment incorporated into the Work or any subsystem is accepted by the
County, it appears that the equipment or any part thereof does not conform to the above
warranty and guarantee provisions, and the County so notifies the Contractor within a
reasonable time after its discovery, the Contractor shall thereupon promptly correct such
nonconformity to the satisfaction of the County, at the Contractor's sole expense; failing which
the County may reject the item and cover by purchasing substitute items or the County may
proceed to make corrections or accomplish the Contractor's performance by the most
expeditious means available,the cost of cover or correction shall be charged to the Contractor.
13.1.4.1. The preservation,packaging,packing, and marking, and the
preparation for, and method of, shipment of such equipment shall conform with the
requirements of the Contract Documents.
13.1.4.2. When return,corrections, or replacement is required,
transportation charges and responsibility for the supplies and equipment while in transit shall be
borne by the Contractor.
13.1.5. In addition to the foregoing, in the event that any single component in the Work
experiences failures during the warranty period such that the number of failures under normal
service conditions exceeds ten percent (10%) of the Work population of that component, the
Contractor shall perform a design defects analysis. If the analysis shows the component design
to be defective, the component shall be redesigned, and the entire population of that component
shall be replaced and/or retrofitted.
13.1.6. Whenever there is a conflict between the warranties required by the Contract
Documents and the warranty provided by a Subcontractor, manufacturer or Supplier, the terms
and conditions of the warranty that affords the County the greatest protection shall be binding
upon the Contractor.
13.1.7. The above warranties or other warranties agreed to by Contractor shall not limit
the County's rights under other provisions of this Article with respect to latent defects, gross
mistakes,or fraud.
13.1.8. Neither the foregoing nor any provision in the Contract Documents, nor any
special guarantee time limit, shall be held to limit the Contractor's liability for defects, to less
than the legal limit of liability in accordance with the law of the place of building.
13.1.9. Any supplies or equipment, or parts thereof, corrected or fumished in
replacement under this Article, shall also be subject to the terms of the warranty provisions
herein to the same extent as supplies and equipment initially delivered. The warranty, with
respect to supplies, equipment, or parts thereof, shall be equal in duration as if initially delivered
and shall run from the date of delivery of the corrected or replaced supply, or upon the date it is
placed in service, whichever is later.
13.2 Access to Work:
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The Project Manager and the Project Manager's representatives, other representatives of the
County, testing agencies and governmental agencies with jurisdictional interests shall have
access to the Work, at any time for their observation, inspecting and testing. Contractor shall
provide proper and safe conditions for such access.
13.3 Tests and Inspections:
13.3.1. The Contractor shall cooperate with material testing persons and firms, and for
required inspections, and compliance and approval tests for the Work performed by the
Contractor or his/her Subcontractor(s), and shall give the Project Manager timely Notice of
Readiness of the Work for all required tests, inspections,or approvals.
13.3.2. If any laws, ordinances, rules, regulations, code or order of any public body
having jurisdiction requires any Work (or part thereof) to specifically be inspected, tested or
approved, the Contractor shall assume full responsibility therefore, pay all costs in connection
therewith and furnish the Project Manager the required certificates of inspection, testing or
approval. The Contractor shall also be responsible for and shall pay all costs in connection with
any inspection or re-testing required in connection with the County's or the Project Manager's
acceptance of a Supplier of materials or equipment proposed to be incorporated in the Work, or
of materials or equipment submitted for approval prior to the Contractor's purchase thereof for
incorporation in the Work. The cost of all inspections, testing, re-testing and approvals in
addition to the above which are required by the Contract Documents shall be paid by the
Contractor (unless otherwise specified). The County will conduct and pay for the conformance
tests on materials installed in-place, and the Contractor shall pay for re-testing of all failing and
non-conforming materials thereafter.
13.3.3. All inspections, tests or approvals other than those required by laws, ordinances,
rule, regulations, code, or order of any public body having jurisdiction shall be performed by
organizations acceptable to the Project Manager.
13.3.4. If any Work (including the work of others) that is to be inspected, tested or
approved is covered without written concurrence of the Project Manager, it must be uncovered
for observation. Such uncovering and testing when required by the Project Manager shall be at
the Contractor's expense.
13.3.5. Neither observations by the Project Manager nor inspections, tests or approvals
by others shall relieve the Contractor from the Contractor's obligations to perform the Work in
accordance with the Contract Documents.
13.4 Uncovering Work:
13.4.1. If any Work is covered contrary to the written request of the Project Manager it
must, if requested by the Project Manager, be uncovered for the Project Manager's observation
and replaced at the Contractor's expense.
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13.4.2. If the Project Manager considers it necessary or advisable that covered Work be
observed by the Project Manager or inspected or tested by others, the Contractor, at the Project
Manager's request, shall uncover, expose or otherwise make available for observation,
inspection or testing as the Project Manager may require, that portion of the Work in question,
furnishing all necessary labor, material and equipment. If it is found that such Work is
Defective, the Contractor shall bear all direct, indirect and consequential costs of such
uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction,
(including but not limited to fees and charges of engineers, architects, attorneys and other
' professionals), and the County shall be entitled to an appropriate decrease in the Contract Price.
13.5 County May Stop The Work:
If the Work is defective, or the Contractor fails to supply sufficient skilled workers or suitable
materials or equipment,or fails to furnish or perform the Work in such a way that the completed
Work will conform to the Contract Documents, the County may order the Contractor to stop the
Work, or any portion thereof, until the cause for such order has been eliminated; however, this
right of the County to stop the Work shall not give rise to any duty on the part of the County to
exercise this right for the benefit of the Contractor or any other party.
13.6 Correction or Removal of Defective Work:
If required by the Project Manager or the County, the Contractor shall promptly, as directed,
either correct all Defective Work, whether or not fabricated, installed or completed, or, if the
Work has been rejected by the Project Manager or the County, remove it from the site and
replace it with non-defective Work. The Contractor shall bear all direct, indirect and
consequential costs of such correction or removal (including but not limited to fees and charges
of engineers, architects, attorneys and other professionals)made necessary thereby.
13.7 Correction Period:
If within two (2) Years after the date of Final Payment or such longer period of time as may be
prescribed by laws or by the terms of any applicable special guarantee required by the Contract
Documents or by any specific provision of the Contract Documents, any Work is found to be
Defective, the Contractor shall promptly without cost to County and in accordance with
County's written instructions, either correct such Defective Work, or, if it has been rejected by
County, remove it from the site and replace it with non-defective Work. If the Contractor does
. ' not promptly (within seven (7) days for receipt) comply with the terms of such instructions, or
in an emergency where delay would cause serious risk of loss or damage, the County may have
the Defective Work corrected or the rejected Work removed and replaced, and all direct,
indirect and consequential costs of such removal and replacement (including but not limited to
fees and charges of engineers, architects, attorneys and other professionals) will be paid by the
Contractor. Contractor shall also pay for any damage to other Work, other property, or person
which occurred as a result of the Defective Work.
13.8 Acceptance of Defective Work:
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If, instead of requiring correction or removal and replacement of Defective Work, the County
prefers to accept it, the County may do so. The Contractor shall bear all direct, indirect and
consequential costs attributable to the County's evaluation of and determination to accept such
Defective Work. All accepted defective Work shall be subject to significant price reduction
acceptable to the County and the Project Manager. If acceptance occurs after final payment, an
appropriate amount shall be paid by Contractor to County.
13.9 County May Correct Defective Work:
If the Contractor fails within ten (10) consecutive calendar days after written notice of the
Project Manager or the County to proceed to correct and to correct Defective Work or to remove
and replace rejected Work as required by the Project Manager or the County in accordance with
paragraph 13.6., or if the Contractor fails to perform the Work in accordance with the Contract
Documents, or if the Contractor fails to comply with any other provision of the Contract
Documents, the County may, after seven days' written notice to the Contractor, correct and
remedy any such deficiency. In exercising the rights and remedies under this paragraph the
County shall proceed expeditiously to the extent necessary to complete corrective and remedial
action. The County may exclude the Contractor from all or part of the site, take possession of
all or part of the Work, and suspend the Contractor's services related thereto, take possession of
the Contractor's tools, appliances, construction equipment and machinery at the site and
incorporate in the Work all materials and equipment stored at the site or for which the County
has paid the Contractor but which are stored elsewhere. The Contractor shall allow the County,
the County's representatives, agents and employees such access to the site as may be necessary
to enable the County to exercise the rights and remedies under this paragraph. All direct,
indirect and consequential costs of the County in exercising such rights and remedies will be
charged against the Contractor, and a Change Order will be issued by the County incorporating
the necessary revisions in the Contract Price. Such direct, indirect and consequential costs will
include but not be limited to fees and charges of engineers, architects, attorneys and other
professionals, all court costs and all costs of repair and replacement of work of others destroyed
or damaged by correction, removal or replacement of the Contractor's Defective Work. The
Contractor shall not be allowed an extension of the Contract Time because of any delay in
performance of the Work attributable to the exercise by the County of the County's rights and
remedies hereunder.
13.10 Unauthorized Work:
Work performed beyond the lines and grades on the Drawings or approved Design Documents,
Construction Documents or Shop Drawings and extra work done without written authorization,
will be considered as unauthorized work, and the Contractor will receive no compensation
therefore. If required by the County, unauthorized work will be remedied, removed, or replaced
by the Contractor at the Contractor's expense.
ARTICLE 14 - CONSTRUCTION SCHEDULE, SCHEDULE OF VALUES,
PAYMENTS TO CONTRACTORS AND COMPLETION
14.1 Schedules:
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14.1.1. Within ten (10) days after issuance of the Notice to Proceed and at least ten (10)
days prior to submitting the first application for a progress payment, the Contractor shall prepare
and submit to the County the progress schedule listing all Work tasks required, duration of
tasks, sequence of Work, and significant milestone events; a schedule for Shop Drawing
submission; and a schedule of values. These schedules shall be satisfactory in form and
substance to the County and the Engineer and shall employ the CPM or PERT method if so
directed in the Supplementary Conditions. The progress schedule shall be an accurate
reflection of the Work to be performed by Contractor. The progress schedule shall be subject to
the review and concurrence of the County,but the County's concurrence shall not constitute any
guarantee or warranty by the County that the Work can be performed as scheduled.
Notwithstanding the County's review and concurrence of the progress schedule, Contractor
shall be paid only according to its completion of the schedule of values, as set forth herein, and
not according to the progress schedule. The Contractor shall revise the progress schedule if so
requested by the County.
14.1.2. The schedule of values shall indicate quantities and unit prices aggregating the
Agreement Price and shall subdivide the Work into component parts in sufficient detail to serve
as the basis for progress payments during construction. Upon acceptance of the schedule of
values by Project Manager and the County, the schedule shall be incorporated into the form for
Application for Partial Payment and such form shall be subject to Project Manager's and the
County's reasonable approval. The Contractor shall revise the schedule of values if requested
by the County. The Contractor may include on its Application for Partial Payment, payment for
materials stored at the construction site, provided that title to such materials will pass to the
County at the time of payment free and clear of all claims, security interests, and encumbrances.
14.2 Application for Progress Payments
14.2.1 At least ten (10)days before each progress payment falls due (but not more often
than once a month), Contractor shall submit to the Project Manager for review an Application
for Partial Payment completed and signed by Contractor covering the Work completed as of the
date of the Application and accompanied by such supporting documentation as is required by
the Contract Documents and also as Project Manager may reasonably require. Each subsequent
Application for Partial Payment shall include an affidavit of Contractor stating that all previous
progress payments received on account of the Work have been applied to discharge in full all of
Contractor's obligations reflected in prior Applications for Partial Payment. The amount of
retainage with respect to progress payments will be as stipulated in the Agreement.
14.2.2 The determination of quantities of Work acceptably completed under the terms
of the Contract Documents will be made by the Project Manager and based on measurements
taken by him or his assistants. These measurements will be taken according to the United States
standard measure. All surface and linear measurements will be taken horizontally unless
otherwise shown on Plans or specified. Structures shall be measured as shown on the Plans.
When base course, topsoil, surface course, or any materials are measured by the cubic yard in
the vehicle, such measurement shall be taken at the point of delivery. The capacity of all
vehicles shall be plainly marked on said vehicle and the capacity or marking shall not be
changed without permission of the Project Manager. The Project Manager may require all
vehicles to have uniform capacity.
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v
14.2.3 No progress payment except final payment will be made for a sum of less than
$1,000.00. The estimates will be approximate only, and all partial or monthly estimates and
payments shall be subject to correction in the estimate rendered following discovery of an error
in any previous estimates. Should any defective Work or material be discovered, or should a
reasonable doubt arise as to the integrity of any part of the Work completed previous to the final
payment, there will be deducted from the first estimate rendered after the discovery of such
Work an amount equal in value to the defective or questioned Work, and this Work will not be
included in a subsequent estimate until the defects have been remedied or the causes for doubt
removed.
14.3 Contractor's Warranty of Title
Contractor warrants and guarantees that title to all Work, materials and equipment
covered by any Application for Payment, whether incorporated in the Project or not, will pass to
County at the time of payment free and clear of all claims, security interests and encumbrances
(hereafter in these General Conditions referred to as"Claims").
14.4 Review of Applications for Progress Payment
14.4.1. Project Manager will, within ten (10) days after receipt of each Application for
Partial Payment either indicate in writing a recommendation of payment and present the
Application to County, or return the Application to Contractor indicating in writing Project
Manager's reasons for refusing to recommend payment. In later cases, Contractor may make
the necessary corrections and resubmit the Application. The County shall pay Contractor within
forty-five (45) days of County's approval of the Application for Partial Payment.
14.4.2. Project Manager's recommendation of any payment requested in an Application
for Partial Payment will constitute a representation by Project Manager to County, based on
Project Manager's on-site observations of the Work in progress as an experienced and qualified
design professional and on Project Manager's review of the Application for Partial Payment and
the accompanying data and schedules, that the Work has progressed to the point indicated, and
that, to the best of Project Manager's knowledge, information, and belief, the quality of the
work is in accordance with the Contract Documents (subject to an evaluation of the Work as a
functioning Project upon substantial Completion, to the results of any subsequent tests called for
in the Contract Documents and any qualifications stated in the recommendation). However, by
recommending any such payment Project Manager will not thereby be deemed to have
represented that exhaustive or continuos on-site inspections have been made to check the quality
or the quantity of the Work, or that the means, methods, techniques, sequences, and procedures
of construction have been reviewed or that any examination has been made to ascertain how or
for what purpose Project Manager has used the moneys paid or to be paid to Contractor on
account of the Agreement Price, or that title to any Work, materials or equipment has passed to
County free and clear of any Claims.
14.4.3. Project Manager may refuse to recommend, and the County may refuse to pay,
the whole or any part of any payment, if, in their opinion, it would be incorrect to make such
payment. They may also refuse to recommend to make any such payment, or because of
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subsequently discovered evidence or the results of subsequent inspections or tests, nullify any
such payment previously recommended, to such extent as may be necessary in Project
Manager's or County's opinion to protect County from loss because:
14.4.3.1. The Work is defective, or completed Work has been damaged
requiring correction or replacement,
y 14.4.3.2. Written Claims have been made against County or Claims have
been filed in connection with the Work,
14.4.3.3. The Agreement Price has been reduced because of modifications,
14.4.3.4. County has been required to correct defective work or complete
the Work in accordance with paragraph 13.09 (check para.#),
14.4.3.5. Of Contractor's unsatisfactory prosecution of the Work in
accordance with the Contract Documents, or
14.4.3.6. Of Contractor's failure to make payment to Subcontractors for
labor,materials or equipment.
14.5 Substantial Completion
When Contractor,considers the entire Work ready for its intended use, Contractor shall,
in writing to County and Project Manager, certify that the entire Work is substantially complete
and request that Project Manager issue a Certificate of Substantial Completion. Within a
reasonable time thereafter,County,Contractor, and Project Manager shall make an inspection of
the Work to determine the status of completion. If Project Manager does not consider the Work
substantially complete, Project Manager will notify Contractor in writing giving his reasons
therefor. If Project Manager considers the Work substantially complete, Project Manager will
prepare and deliver to County a tentative Certificate of Substantial Completion. There shall be
attached to the Certificate a punch list of items to be completed or corrected before Project
completion and final payment.
14.6 Partial Utilization:
. " Use by the County of any finished part of the Work,which has specifically been identified in the
Contract Documents, or which the County, the Project Manager and the Contractor agree
constitutes a separately functioning and useable part of the Work that can be used by the County
without significant interference with the Contractor's performance of the remainder of the Work,
may be accomplished prior to Final Completion of all the Work subject to the following:
14.6.1. The County at any time may request the Contractor in writing to permit the
County to use any such part of the Work which the County believes to be ready for its intended
use and substantially complete. If the Contractor agrees, the Contractor will certify to the
County and the Project Manager that said part of the Work is substantially complete.
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14.7 Final Inspections:
Upon written notice from the Contractor that the entire Work or an agreed portion thereof is
complete and all punch list items have been completed, the County will make a final inspection
with the Project Manager and the Contractor and will notify the Contractor in writing of all
particulars in which this inspection reveals that the Work is incomplete or Defective. The
Contractor shall immediately take such measures as are necessary to remove and eliminate all
such deficiencies.
14.8 Final Application for Payment:
14.8.1. After the Contractor has completed all such corrections to the satisfaction of the
County and delivered all maintenance and operating instructions, schedules, guarantees, Bonds,
as-built documentation (as provided in paragraph 6.12) and other documents - all as required by
the Contract Documents, and after the County has indicated that the Work is acceptable, the
Contractor shall make application for final payment following the procedure for progress
payments. The final Application for Payment shall be accompanied by all documentation
called for in the Contract Documents and such other data and schedules as Project Manager
may reasonably require together with complete and legally effective releases or waivers
(satisfactory to County) of all Claims arising out of or filed in connection with the Work. In
lieu thereof and as approved by County, Contractor may furnish receipts or releases in full;
an affidavit of Contractor that releases and receipts include all labor, services, material and
equipment for which a Claim could be filed, and that all payrolls, material and equipment
bills, and other indebtedness connected with the Work for which County or its property
might in any way be responsible, have been paid or otherwise satisfied; and consent of the
Surety, if any, to final payment. If Subcontractor, manufacturer, fabricator, supplier or
distributor fails to furnish a release or receipt in full, Contractor may furnish a Bond or other
collateral satisfactory to County to indemnify County against any Claim.
14.9 Settlement Date,Notice to Subcontractors,Acceptance and Final Payment:
14.9.1. If, on the basis of the Project Manager's observation of the Work during
construction and final inspection, and the Project Manager's review of the Final Application for
Payment and accompanying documentation - all as required by the Contract Documents, the
Project Manager represents to the County that the Work has been completed and the County is
satisfied that the Work has been completed and the Contractor's other obligations under the
Contract Documents have been fulfilled, the County shall cause to be published on two (2)
consecutive weeks in the weekly editions of the Aspen Times, a public notice setting a final
settlement date; which said settlement date shall be at least ten (10) days after the second
publication. Said notice shall advise all persons, co-partnerships, associations of persons,
companies, or corporations that have furnished or supplied labor, provisions, materials, tools,
equipment, team hire, sustenance, or other supplies used or consumed by Contractor or his
subcontractor(s), that they may file a claim with the County, at any time up to and including the
time of final settlement. Upon filing of any such claim, the County shall withhold from Final
Payment, to insure the payment of said claims until the same have been paid or such claims as
filed have been withdrawn, such payment or withdrawal to be evidenced by filing with County a
receipt in full or an order for withdrawal in writing and signed by the person filing such claim or
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his duly authorized agents or assigns. Such funds shall not be withheld longer than nine 90
days following the date fixed for final settlement as published unless an action is commenced
within that time to enforce such unpaid claim and a notice of Lis Pendens is filed with the
County. At the expiration of such ninety (90) day period, the County shall pay to Contractor
such moneys and funds as are not subject of suit and Lis Pendens notices and shall retain
thereafter, subject to the final outcome thereof, only such balance of funds to insure the
payment of judgments which may result from such suit.
14.9.2. If, the remaining balance to be held by the County for Work not fully completed
or corrected is less than the retainage stipulated in the Agreement, and if Bonds have been
furnished, the written consent of the surety to the payment of the balance due for that portion of
the Work fully completed and accepted shall be submitted by the Contractor to the Project
Manager with the Application for Payment. Such payment shall be made under the terms and
conditions governing final payment,except that it shall not constitute a waiver of claims.
14.10 Contractor's Continuing Obligation:
The Contractor's obligation to perform and complete the Work in accordance with the Contract
Documents shall be absolute. Neither recommendation of any progress or final payment by the
Project Manager, nor the issuance of a certificate of Substantial Completion, nor any payment
by the County to the Contractor under the Contract Documents, nor any act of acceptance by the
County nor any failure to do so, nor any review and approval of a Shop Drawing or sample
submission, nor the issuance of a notice of acceptability by the Project Manager pursuant to
paragraph 14.9, nor any correction of Defective Work by the County will constitute an
acceptance of Work not in accordance with the Contract Documents or a release of the
Contractor's obligation to perform the Work in accordance with the Contract Documents.
14.11 Liquidated Damages:
14.11.1. TIME FOR COMPLETION: It is hereby understood and mutually agreed, by
and between the Contractor and the County, that the date of beginning Work and the time of
completion as specified herein are essential conditions of the Agreement. The Contractor agrees
that said Work shall be prosecuted regularly, diligently, and at such rate of progress as will
ensure completion within the time(s) specified. It is expressly understood and agreed, by and
between the Contractor and the County, that the time(s) for completion of the Work described
herein are reasonable time(s) for the completion of the Work, taking into consideration the
' average climatic conditions prevailing in the locality of the Work.
14.11.2. TIME IS OF THE ESSENCE TO THE AGREEMENT: It is further agreed
that time is of the essence in completing the Work, and that the Project Work Schedule
referenced at paragraph 6.7. and the Submittal Schedule referenced at paragraph 6.3. and all
dates set forth therein and where in the Contract Documents, an additional time is allowed for
the completion of the Work, the new time limit fixed by such extension shall be of the essence
of the Contract.
14.11.3. LIQUIDATED DAMAGES: Substantial Completion of the Construction is of
paramount importance to the County. If any portion of the Work is not completed in accordance
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with any time extensions granted by the County, the County will suffer damage, the extent of
which will be impractical and extremely difficult to estimate accurately. Therefore, as part of the
consideration for executing the Contract, it is hereby agreed that the Contractor shall pay to the
County the liquidated damage amounts specified in the Agreement. This particular provision
shall not be construed as a penalty upon said Contractor for failing fully to complete said Work
as agreed in the Proposal and Contract Documents nor is it intended,but as Liquidated Damages
to compensate the County for all costs incurred as a result of such breach of Contract.
14.11.4. DELAYS IN WORK COMPLETION OF CONSTRUCTION PHASE:
Subject to the terms of 'Excusable Delays", as contained in Section 14.11.5. of the General
Conditions, the Contractor expressly agrees to pay the County as a reasonable estimate of just
compensation for damages contemplated with the clause, the amount set forth in the Liquidated
Damages Form for each consecutive calendar day that Substantial Completion is delayed in the
Construction of the project.
14.11.5. EXCUSABLE DELAYS - FORCE MAJEURE: If, by reason of Force
Majeure, any party hereto shall be rendered unable wholly or in part to carry out its obligations
under this Agreement then such party shall give notice and full particulars of such Force
Majeure in writing to the other party within a reasonable time after occurrence of the event or
cause relied upon, and the obligation of the party giving such notice, so far as it is affected by
such Force Majeure, shall be suspended during the continuance of the liability then claimed,but
for no longer period, and any such party shall remove or overcome such inability with all
reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God,
strikes,lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the
Government of the United States or the State of Colorado or any political subdivision, except
the County, or any civil or military authority, insurrection, riots, epidemics, landslides,
lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of
government and people, civil disturbances, explosions, breakage or accidents to machinery,
pipelines, or canals, or other causes not reasonably within the control of the party claiming such
inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely
within the discretion of the party having the difficulty, and that the above requirement that any
Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of
strikes and lockouts by acceding to the demands of the opposing party or parties when such
settlement is unfavorable to it in the judgment of the party having the difficulty.
14.11.6. CUMULATIVE REMEDY: The liquidated damages referred to herein are
intended to be and are cumulative and shall be in addition to every other remedy now or
hereafter enforceable at law, in equity,by statute, or under contract.
14.12 Waiver of Claims
The making and acceptance of final payment shall constitute:
14.12.1. A waiver of all Claims by County against Contractor, except claims arising
from unsettled Claims, from defective Work appearing after final inspection or from failure
to comply with the Contract Documents or the terms of any special guarantee specified
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therein; however, it shall not constitute a waiver by County of any rights in respect of
Contractor's continuing obligations under the Contract Documents; and
14.12.2. A waiver of all claims by Contractor against County other than those
previously made in writing and identified by the Contractor as unsettled at the time of the
Final Application for Payment.
„ ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION
15.1 County May Suspend Work.
The County may, at any time and without cause, suspend the Work or any portion thereof for a
period of not more than ninety days by notice in writing to the Contractor and will fix the date
on which work will be resumed. The Contractor shall resume the Work on the date so fixed.
The Contractor shall be allowed an increase in the Contract Price or an extension of the Contract
Time, or both if the Consecutive Calendar Days used to complete the Work are directly
attributable to any suspension, if the Contractor makes an approved claim therefor as provided
in Article 11. Other Work suspensions such as delayed start or phased construction shall not
entitle the Contractor to any compensation of payment or time.
15.2 County May Terminate:
Upon the occurrence of any one or more of the following events:
15.2.1. If the Contractor commences a voluntary case under any chapter of the
Bankruptcy Code (Title II,United States Code), as now or hereafter in effect, or if Contractor
takes any equivalent or similar action by filing a petition or otherwise under any other federal or
state law in effect at such time relating to the bankruptcy or insolvency;
15.2.2. If a petition is filed against Contractor under any chapter of the Bankruptcy Code
as now or hereafter in effect at the time of filing,or if a petition is filed seeking any such
equivalent or similar relief against Contractor under any other federal or state law in effect at the
time relating to bankruptcy or insolvency;
15.2.3. If the Contractor makes a general assignment for the benefit of creditors;
15.2.4. If a trustee, receiver, custodian or agent of Contractor is appointed under
applicable law or under contract,whose appointment or authority to take charge of property of
Contractor is for the purpose of enforcing a Lien against such property or for the purpose of
general administration of such property for the benefit of Contractor's creditors;
15.2.5. If the Contractor admits in writing an inability to pay its debts generally as they
become due;
15.2.6. If the Contractor persistently fails to perform the Work in accordance with the
Contract Documents (including but not limited to, failure to supply sufficient skilled workers or
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suitable materials or equipment or failure to adhere to the progress schedule established under
paragraph 2.9 as revised from time to time);
15.2.7. If the Contractor disregards laws,ordinances,rules,regulations, or orders of any
public body having jurisdiction;
15.2.8. If the Contractor disregards the authority of Project Manager; or,
15.2.9. If the Contractor otherwise violates in any substantial way any provisions of the
Contract Documents:
The County may, after giving the Contractor (and the surety, if there be one) seven (7)
days written notice and to the extent permitted by laws, ordinances, rules, regulations, or orders,
terminate the services of Contractor, exclude the Contractor from the site and take possession of
the Work and of all the Contractor's tools, appliances, construction equipment and machinery at
the site and use the same to the full extent they could be used by the Contractor(without liability
to the Contractor for trespass or conversion), incorporate in the Work all materials and
equipment stored at the site or for which the County has paid the Contractor but which are
stored elsewhere, and finish the Work as the County may deem expedient. In such case the
Contractor shall not be entitled to receive any further payment until the Work is finished. If the
unpaid balance of the Contract Price exceeds the direct, indirect and consequential costs of
completing the Work (including but not limited to fees and charges of engineers, architects,
attorneys and other professionals and court and arbitration costs) such excess will be paid to the
Contractor. If such costs exceed such unpaid balance, the Contractor shall pay the difference to
the County. Such costs incurred by the County will be approved as to reasonableness by the
Project Manager and incorporated in a Change Order, but when exercising any rights or
remedies under this paragraph the County shall not be required to obtain the lowest price for the
Work performed.
15.2.10. Where the Contractor's services have been so terminated by the County, the
termination will not affect any rights or remedies of the County against the Contractor then
existing or which may thereafter accrue. Any retention or payment of moneys due the
Contractor by the County will not release the Contractor from liability.
15.2.11. Upon seven(7) days'written notice to the Contractor, the County may,without
cause and without prejudice to any other right or remedy, elect to abandon the Work and
terminate the Contract. In such case, the Contractor shall be paid for all Work executed and any
expense sustained plus reasonable termination expenses.
15.3 Contractor May Stop Work or Terminate:
If, through no act or fault of the Contractor, the Work is suspended for a period of more than
ninety (90) days by the County or under an order of court or other public authority, then the
Contractor may, upon seven days written notice to the County and the Project Manager,
terminate the Contract and recover from the County payment for all Work executed and
installed in place and any expense sustained plus reasonable termination expenses. The
provisions of this paragraph shall not relieve the Contractor of the obligations under Article 6 to
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carry on the Work in accordance with the progress schedule and without delay during disputes
and disagreements with the County.
ARTICLE 16 -MISCELLANEOUS
16.1 Giving Notice:
Whenever any provision of the Contract Documents requires the giving of written notice, it will
be deemed to have been validly given if delivered in person to the individual or to a member of
the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by
registered or certified mail, postage prepaid, to the last business address known to the giver of
the notice.
16.2 Computation of Time:
16.2.1. When any period of time is referred to in the Contract Documents by days, it
will be computed to exclude the first and include the last day of such period. If the last day of
any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the
applicable jurisdiction, such day will be omitted from the computation.
16.2.2. A consecutive calendar day of twenty-four hours measured from midnight to the
next midnight shall constitute a day. A working day is any day ; Monday through Friday of
each week, also called business day.
16.3 General:
16.3.1. Should the County or the Contractor suffer injury or damage to person or
property because of any error, omission or act of the other party or of any of the other party's
employees or agents or others for whose acts the other party is legally liable, claim will be made
in writing to the other party within a reasonable time of the first observance of such injury or
damage. The provisions of this paragraph shall not be construed as a substitute for or a waiver
of the provisions of any applicable statute of limitations or repose.
16.3.2. The duties and obligations imposed by these General Conditions and the rights
and remedies available hereunder to the parties hereto, and, in particular but without limitation,
the warranties, guarantees and obligations imposed upon the Contractor by the General
" Conditions, and all of the rights and remedies available to the County thereunder, are in addition
to, and are not to be construed in any way as a limitation of, any rights and remedies available to
any or all of them which are otherwise imposed or available by law or contract, by special
warranty or guarantee or by other provisions of the Contract Documents, and the provisions of
this paragraph will be as effective as if repeated specifically in the Contract Documents in
connection with each particular duty, obligation, right and remedy to which they apply. All
representations, warranties and guarantees made in the Contract Documents will survive final
payment and termination or completion of the Agreement.
16.4 Independent Contractor Status:
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It is expressly acknowledged and understood by the parties that nothing in this agreement shall
result in, or be construed as establishing an employment relationship. The Contractor shall be,
and shall perform as, an independent the Contractor who agrees to use his best efforts to provide
the Work on behalf of the County. No agent, employee, or servant of the Contractor shall be, or
shall be deemed to be, the employee, agent or servant of the County. The County is interested
only in the results obtained under the Contract Documents. The manner and means of
conducting the Work are under the sole control of the Contractor. None of the benefits provided
by the County to its employees including, but not limited to, worker's compensation insurance
and unemployment insurance, are available from the County to the employees, agents or
servants of the Contractor. The Contractor shall be solely and entirely responsible for its acts
and for the acts of the Contractor's agents, employees, servants and subcontractors during the
performance of the Contract.
THE CONTRACTOR, AS AN INDEPENDENT CONTRACTOR, SHALL NOT BE
ENTITLED TO WORKERS' COMPENSATION BENEFITS AND SHALL BE
OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS
EARNED PURSUANT TO THE CONTRACT.
16.5 Audit and Records
16.5.1. DATA AND RECORDS: The Contractor shall maintain all data and records
pertinent to the Work performed under this Contract, in accordance with generally accepted
accounting principles, and shall preserve and make available all data and records until the
expiration of three (3) years from the date of final payment under this Contract, or for such
longer period, if any, as is required by applicable statute or by other articles of the Contract
Documents. The authorized representatives of the U.S. Department of Transportation,
Comptroller General of the United States, the State of Colorado and the County shall have
access to all such data and records for such time period to inspect, audit and make copies thereof
during normal business hours. The Contractor covenants and agrees that it shall require that any
Subcontractor utilized in the performance of this Agreement shall permit the authorized
representatives of the United States Department of Transportation, the State of Colorado, and
the County, to similarly inspect and audit all data and records of said Subcontractors relating to
the performance of said Subcontractors under this Agreement for the same time period.
16.5.2. COST OR PRICING DATA: If the Contractor has submitted cost or pricing
data in connection with the pricing of any modification to the Contract, unless the pricing was
based on adequate price competition, established catalog or market prices of commercial items
sold in substantial quantities to the general public, or prices set by law or regulation, the Project
Manager or a representative of the County shall have the right to examine and audit all books,
records, documents, and other data of the Contractor (including computations and projections)
related to negotiating, pricing or performing the modification, in order to evaluate the accuracy,
completeness, and currency of the cost and pricing data. In the case of pricing any modification,
the authorized representatives of the U.S. Department of Transportation, and the State of
Colorado shall have the same rights.
16.5.3. AVAILABILITY: The Contractor shall make available at its offices at all
reasonable times the materials described in the Contract Documents, for examination, audit, or
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reproduction, until three (3) years after final payment under the Contract, or for any period, if
any, as is required by applicable statute or by other articles of this Contract.
16.5.4. CONTRACT TERMINATION: If this Contract is completely or partially
terminated,the records relating to the Work terminated shall be made available for three (3)
years after any resulting final termination payment.
16.5.5. APPEALS, LITIGATION, OR CLAIMS: Records pertaining to appeals under
the disputes clause or to litigation or the settlement of claims arising under or relating to the
performance of this Contract shall be made available until disposition of such appeals, litigation,
or claims.
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