HomeMy WebLinkAboutbocc.con.099.2002 CHECK LIST
FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR
SCANNING ARCHIVING
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Phone #: av -2 G
Check Contract Type:
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Intergovernmental Agreement (Requires BOCC Action)
Grant Agreements (Requires BOCC Action)
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Under 25K-Department Head
25-50K-Department Head (if appropriate), Section Leader
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Contractor/Business (Complete Name):<_4LJjA1Z0Q3 V c� &WJ0 &kp
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Contract Start Date: P10g O1 Contract End Date: L
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�i2ee�t.
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Sent to Cl rk and Recorder for Scanni g/Archiving
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CONTRACT-i ee oftA
PITKIN COUNTY CONSTRUCTION CONTRACT
AGREEMENT
THIS AGREEMENT, made this 131h day of September , 2001, by and between the County of
Pitkin, Colorado, a Colorado home-rule county, (hereinafter called the "County") and C. Harold Un,Iq ert,
Remodel Contractor Extraordinair (hereinafter called the"Contractor").
RECITALS
A. The County intends to complete the remodel of 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. See attached proposal with minor change to Item 1, the color of the vinyl
is changed to beige, not white.
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
October 8, 2001, and shall be substantially completed by November 1, 2001, 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 $100.00 per calendar day for each day or part of a day the Project is not
completed by the completion date here established. The parties agree that actual damages for delay in
completion is difficult or impossible to accurately estimate at this time, that the sum stated is a reasonable
forecast of fair compensation for the anticipated damages for delay and that they genuinely intend to
liquidate such damages.
3. Subcontractors. The Contractor agrees to bind every subcontractor by the terms of the
Contract Documents. The Contract Documents shall not be construed as creating any contractual relationship
between the subcontractor and the County.
4. Payment. The County agrees to pay, and the Contractor agrees to accept, in full payment for
the performance of this Contract, the total price of Four Thousand Fifty Dollars and Zero Cents ($ 4,050.00)
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) percert 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 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 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. Notice of Award;
D. Notice to Proceed;
E. Notice of Substantial Completion and Notice of Final Acceptance.
F. Project Specifications;
G. General Conditions;
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, 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.
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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 some 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. County's Representations.
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 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 reement.
COUNTY OF PITKIN,COLORADO C. H R: LD UNGLERT,R M DEL O TR CTOR EXTRAORDINAIR
C. Ha lert ate
P.O. Box 9441,Aspen, CO 1
970-97.7-0676
APPROVED AS TO FORM:
John Ely,County A torney Date Kris Jewkes,Risk Management Date
RECOMMENDED FOR APPROVAL:
Jodi Smith,County Project Manager Date
(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 CONTRACTING 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, influenc-
ing 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.
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 al! 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.
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 specifying 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.
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 incurred 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 ,o 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 4.0. 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
41). 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
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.
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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, judgment, expenses, costs (in-
cluding 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 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
(County must be named as additional insured)
Each Occurrence Limit $1,000,000.00
General Aggregate Limit $2,000,000.00
Products/Completed Operations Aggregate Limit $2,000,000.00
Comprehensive Form (All risks)to include:
X Premises/Operations
Underground,Explosion & Collapse Hazard
X Products/Completed Operations
X Contractual Liability
X Independent Contractors and Subcontractors
X Broad Form Property Damage
X Personal Injury
(3)Business Auto Coverage:
(County must be named as additional insured)
Combined Single Limit Liability(each accident) $1,000,000.00
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 _100%of contract
Labor and Matericl
Payment Bond _100%of contract
(2)Professional Errors and Omissions
(3)Aircraft Liability
(4)Owner's Protective
(5) Builder's Risk amount of protect
(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 coverage's, copies of Certificates of Insurance in
a form acceptable to the County shall be filed with the County Risk Management Department
at 530 E Main Street, 2nd Floor, Aspen CO 81611 or FAX to 970-920-5049 no later than ten
(10) calendar days prior to commencement of operations 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 clays prior written notice by certified mail, return
receipt requested (effective upon proper mailing), has been sent to the County (through the Project
Manager). (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).
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."
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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.
Kris Jewkes via e-mail Date: September 12, 2001
RISK DEPARTMENT INITIALLY SIGN OFF for RFP
If this is not initialed by the risk department insurance requirements must be reviewed for bidding purposes.
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 low, 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 reason-
able 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
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,
I y
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. 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 irs 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.
16. Current Year Obligations
The parties acknowledge and agree that cny payments provided for hereunder or
requirements for future appropriations shall constitute only currently budgeted
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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NOTICE OF AWARD
Date: September 12, 2001
TO: C. Harold Unglert,Remodel Contractor Extraordinair
P.O. Box 9441
Aspen,CO 81612
970-927-0676 or 927-8772 fax
The Owner, having duly considered the Proposal submitted on September 7. 2001 ,for the work covered by
the Contract Document titled Public Works Cabin Repair/Remodel Project - Window Replacement in the
amount of Four Thousand Fifty Dollars and Zero Cents ($ 4,050.00) ,and it appearing that the Price and
other information in you Proposal Form is fair,equitable and to the best interest of the Owner, the offer in
your Proposal Form is hereby accepted.
In accordance with the terms of the Contract Documents,you are required to execute the Agreement and
n/a Bonds in three copies within ten(10)consecutive days from and including the date of this Notice of
Award.
In addition you are required to furnish and the said time Certificate of Insurance evidencing compliance with
the requirement for insurance as stated in the Contract Documents to Risk Management, 530 E Main Street,
2"d Floor,Aspen CO 81611 or fax to 970-920-5049.
Only needed Of bid bend F-equiped
4ha*-yew sheuld f eil te -P.wp-r-----*-P thee .49peemien* and_ Bend withiiq *he time lirAi*speeif ied, said
caused#may-
PITKIN COUNTY
By:
Jodi Smith, County Project Manager Date
__'___________________=_-__-______=======ACCEPTANCE OF
Receipt of the above Notice of Award is hereby acknowledged
By this day of 2001.
Title
l �
NOTICE TO PROCEED
DATE:
FROM: Pitkin County Public Works
Jodi Smith, Project Manager
76 Service Center Road
Aspen CO 81611
TO: C. Harold Unglert,Remodel Contractor Extraordinair
P.O. Box 9441
Aspen,CO 81612
970-927-0676 or 927-8772 fax
You are hereby authorized to proceed on or within ten (10)consecutive
calendar day thereafter,with the work covered by the Contract Documents titled: Public Works Cabin
Repair/Remodel Project-Window Replacement in the amount of Four Thousand Fifty Dollars and Zero Cents
($ 4,050.00) ,
All required permitting should be approved and on site prior to commencement of work.
(Permit#1781-2001 prm.3)
By: By:
JODI SMITH, PROJECT MANAGER COUNTY ATTORNEY
145
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..................................................................................................................................................................4
2.2. Copies of Documents............................................................................................................................................................4
2.3. Commencement of Contract Time, Notice to Proceed.............................................................. 5
..............................
2.4. Starting the Project............................................................................................................................................................5
2.5. Before Starting the Project.............................................................................................................................................5
2.6. Pre-construction Conference............................................................................................................................................5
2.7. Project Progress Meetings................................................................................................................................................6
Article 3 - Contract Documents, Intent, Amending, Ownership, Escrow Bid Documents
3.1. Intent.......................................................................................................................................................................................7
3.2. Amending and Supplementing Contract Documents...................................................................................................7
3.3. Reuse of Documents.............................................................................................................................................................7
3.4. Precedence of Contract Documents................................................................................................................................8
Article 4 - Availability of Lands, Physical Conditions, Reference Points.
4.1. Availability of Lands............................................................................................................................................................8
4.2. Physical Conditions...............................................................................................................................................................8
4.2.1. Exploration and Reports.................................................................... .....................8
...............................................
4.2.2. Existing Structures................. ............................................................................................................................8
4.2.3. Report of Differing Conditions...........................................................................................................................8
4.2.4. Project Manager's Review.....................................................................................................................................8
4.2.5. Possible Document Change....................................................................................................................................8
4.2.6. Possible Price and Time Changes.........................................................................................................................8
4.3. Physical Conditions - Underground Facilities...............................................................................................................9
4.3.1. Shown or Indicated.................................................................................................................................................9
4.3.2. Not Shown or Indicated........................................................................................................................................9
4.4. Reference Points...................................................................................................................................................................9
4.5. Protection of Existing Vegetation and Restoration of Property and Landscape..............................................9
4.6. Hazardous Materials...........................................................................................................................................................10
4.7. Contractor's Representations 11
...........................................................................................
Article 5 - Bonds, Indemnification, Liability, and Insurance
I
5.1. Performance,Payment,and Maintenance Bonds.......................................................................................................11
5.2. Indemnif ication....................................................................................................................................................................12
5.3. Contractor's Insurance......................................................................................................................................................12
Article 6 - Contractor's Responsibilities.
6.1. General Responsibilities.....................................................................................................................................................12
6.2. Supervision and Superintendence...................................................................................................................................12
6.3. Labor, Materials,and Equipment.....................................................................................................................................12
6.4.-6.6 Reserved..................................................................................................................................................................................13
6.7. Work Schedule.....................................................................................................................................................................13
6.8. Substitutes of "Or-Equal"Items..................................................................................................................................13
6.9. Subcontractors,Suppliers and Others.........................................................................................................................14
6.10 Patent Fees and Royalties.................................................................................................................................................14
6.11 Permits....................................................................................................................................................................................15
6.12 Laws and Regulations.........................................................................................................................................................15
6.13 Taxes......................................................................................................................................................................................15
6.14 Use of Premises...................................................................................................................................................................15
6.15 Record Documents...............................................................................................................................................................16
6.16 Safety and Protection........................................................................................................................................................16
6.17 Emergencies...........................................................................................................................................................................17
6.18 Shop Drawings and Samples.............................................................................................................................................17
6.19 Claim Release,Mechanics'Lien........................................................................................................................................18
6.20 Continuing the Work...........................................................................................................................................................19
6.21 Contractor's Facilities........................................................................................................................................................19
Article 7 - Other Work.
7.1. Related Work at Site........................................................................................................................................................20
7.2. Coordination..........................................................................................................................................................................20
Article 8 - County's Responsibilities.
8.1. 20
..................................................................................................
Article 9 - Project Manager's Status During Construction.
9.1. County's Representative....................................................................................................................................................21
9.2. Visits to Site.........................................................................................................................................................................21
9.3. Project Representation......................................................................................................................................................21
9.4. Clarification and Interpretation.....................................................................................................................................21
9.5. Authorized Variations in Work........................................................................................................................................21
9.6. Rejecting of Defective Work..........................................................................................................................................21
9.7 Shop Drawings,Change Orders and Payments...........................................................................................................22
9.8 Decisions on Disputes.......................................................................................................................................................22
9.9 Reserved...............................................................................................................................................................................22
9.10 Limitations on The Project Manager's Responsibilities..........................................................................................22
Article 10 - Changes in the Work.
10.1. County Initiated Changes....................................................................................................................................................23
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10.2. Written Notice of Change..................................................................................................................................................23
10.3. Change Order..........................................................................................................................................................................23
10.4. Contractor Change Request................................................................................................................................................23
10.5. Down Time................................................................................................................................................................................24
10.6. Submittal Requirements and Waiver of Claims............................................................................................................24
Article 11 - Changes of Contract Price or Contract Time.
11.1. Contract Price Adjustments................................................................................................................................................24
11.2. Contract Time Adjustments...............................................................................................................................................24
11.3. Force Account Work.............................................................................................................................................................25
11.4. Contract Sum Determination..............................................................................................................................................26
11.4.1. Direct Labor...........................................................................................................................................................26
11.4.2. Labor Burden..........................................................................................................................................................26
11.4.3. Direct Material,Supplies,Installed Equipment..........................................................................................26
11.4.4. Equipment................................................................................................................................................................26
11.4.5. Bonds,Insurance,Permits and Taxes............................................................................................................26
11.4.6. Subcontract Costs...............................................................................................................................................27
11.4.7. Overhead and Profit............................................................................................................................................27
11.4.8. Totals as Equitable Adjustment......................................................................................................................27
11.5. Cost and Pricing Data............................................................................................................................................................27
11.5.1. Certificate of Current Cost or Pricing Data.................................................................................................27
11.5.2. Vendor Statements...............................................................................................................................................27
11.5.3. Price Reductions for Defective Costs or Pricing Data.............................................................................28
11.6. Variation in Quantity of Unit Priced Items...................................................................................................................28
Article 12 - Reserved.......................................................................................... 28
Article 13 - Warranty and Guarantee (Maintenance Bond); Tests and Inspections; Correction, Removal or
Acceptance of Defective Work.
13.1. Warranty..................................................................................................................................................................................28
13.2. Access to Work......................................................................................................................................................................29
13.3. Tests and Inspections..........................................................................................................................................................29
13.4. Uncovering Work...................................................................................................................................................................30
13.5. County May Stop the Work..................................................................................................................................................30
13.6. Correction or Removal of Defective Work.....................................................................................................................30
13.7. Correction Period....................................................................................................................................................................30
13.8. Acceptance of Defective Work..........................................................................................................................................31
13.9. County May Correct Defective Work................................................................................................................................31
13.10. Unauthorized Work................................................................................................................................................................31
Article 14 -Construction Schedule, Schedule of Values, Payments to Contractors, and Completion
14.1. Schedules...............................................................................................................................................................................31
14.2. Application for Progress Payment....................................................................................................................................32
14.3. Contractor's Warranty of Title.......................................................................................................................................32
14.4. Review of Application for Progress Payments...........................................................................................................32
14.5. Substantial Completion........................................................................................................................................................33
14.6. Partial Utilization.................................................................................................................................................................33
14.7. Final Inspection.....................................................................................................................................................................34
14.8. Final Application for Payment...........................................................................................................................................34
14.9. Settlement Date,Notice to Subcontractors, Acceptance and Final Payment...................................................34
14.10. Contractor's Continuing Obligation..................................................................................................................................35
14.11. Liquidated Damages............................................................................................................................................................35
Timefor Completion...........................................................................................................................................................35
Time is of the Essence to the Agreement..................................................................................................................35
LiquidatedDamages............................................................................................................................................................35
Delays in Work Completion of Construction Phase...................................................................................................35
ExcusableDelays - Force Majeure................................................................................................................................35
CumulativeRemedy.............................................................................................................................................................36
14.12 Waiver of Claims.................................................................................................................................................................36
Article 15 - Suspension of Work and Termination.
15.1. County May Suspend Work.................................................................................................................................................36
15.2. County May Terminate.........................................................................................................................................................36
15.3. Contractor May Stop Work or Terminate.....................................................................................................................37
Article 16 - Miscellaneous.
16.1. Giving Notice...........................................................................................................................................................................37
16.2. Computation of Time............................................................................................................................................................37
16.3. General......................................................................................................................................................................................38
16.4. Independent Contractor Status.......................................................................................................................................38
16.5. Audit and Records..............................................................................................................................................................38
16.5.1. Data and Records.................................................................................................................................................38
16.5.2. Cost or Pricing Data............................................................................................................................................39
16.5.3. Availability.............................................................................................................................................................39
16.5.4. Contract Termination.........................................................................................................................................39
16.5.5. Appeals,Litigation,or Claims...........................................................................................................................39
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
1
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
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.
v
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 on adjustment in the Contract Price or
Contract Time, issued on or after the Effective Date of th,e 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.
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 Countys 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 referrec to in the Contract Documents, or has been damaged
prior to the Project Manager's recommendation of fincl 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.
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.
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 Contracts- 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 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 some. Notwithstanding any representations to the contrary
made by County's employees, either directly, indirectly, or by implication, no Contract shall be in effect nor
�3
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
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.
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:
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:
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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.
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 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 occuroc,�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 - Undergrwond 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,
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 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 nct 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.
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4.5.10. With respect to replacement of trees and shrubs that have been damaged or destroyed, the
following conditions shall apply:
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.
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.
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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 w th 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 naintain, at its own expense, a policy or policies of
insurance as specified in paragraph 6 of the Required Clauses.
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.
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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:
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, 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
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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 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.
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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 of utilities for connections to the Work, and the County
shall pay all charges of such utility owners for capital cost:; related thereto such as plant investment fees.
6.1 Z 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 thct 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 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.
_L7 }
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 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
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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 excep*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 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:
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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 Sump/es:
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.
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
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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.
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 days 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, arriounts 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:
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
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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, (j)
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 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.
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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 the r 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 p^ovided, 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
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 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.
P.3 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:
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.
P.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 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 t3 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.
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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 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
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 dogs 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 failu^e, 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.
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 wri*ing, 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 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 Accocart 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 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 Scan 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.
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 Couns 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
g
* are accurate, complete, and current as of
** 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 Datn. 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(251%1 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
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 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.
V
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 furnished in replacement under this
Article, shall also be subject to the terms of the warranty provisions herein to the some 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:
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 timey 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.
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:
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 calendor 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:
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.
3
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 Progncss 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 off idavit 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.
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 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,
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:
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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.
14.7 Finn/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 Subcantmctors, 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 his duly authorized agents or assigns. Such funds shall not be withheld longer
than ninety(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 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
J
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 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 Doys 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 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 some 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 s 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 cny 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 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:
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. "he 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 c 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 performinc the modification, in order to evaluate the accuracy,
completeness, and currency of the cost and pricing data. ::n 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 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.
g/d
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NOTICE OF FINAL PAYMENT
Notice is hereby given that the Board of County Commissioners of Pitkin County, Colorado , hereinafter the
"Board," shall make final settlement for the work contracted to be done on the project known as
hereinafter the"Project,"to , hereinafter the"Contractor,"on ,
Any person, co-partnership, association of persons, company or corporation that has furnished labor, materials,
team hire, sustenance, provisions, provender, or other supplies used or consumed by the Contractor or his
subcontractors in or about the performance of the work contracted to be done or that supplies rental
machinery,tools,or equipment to the extent used in the prosecution of the work, whose claim therefor has not
been paid by the Contractor or his subcontractors shall file with the Board written verified notice of such
claims at any time up to and including the time of final settlement first stated above or forever waive any and
all claims, without limitation, pursuant to 1973 CPS 38-26-107, as amended, against the Board of County
Commissioners, Pitkin County,Colorado and the Project.
All claims must be addressed as follows:
Board of County Commissioners
c/o Jodi Smith,Project Manager
76 Service Center Road
Aspen,CO 81611
RFP DISTRIBUTION LIST
Cabin Window Replacement Project
Name Address Contact name phone
C. Harold Unglert P.O. Box 9441 Harold Unglert
Remodel Contractor Aspen Co 81612 927-0676
Extroordinair 927-8772 fax
Mid Valley Glass, LLC 76 Sunset Dr.#3 Frank
Basalt, CO 81621 927-4293
927-2413 fax
Glass Guy P.O. Box 897 Mike Miller
Silt,CO 81652 970-625-2478
970-625-2479fax
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C. Harold Unglert
Remodel Contractor Extraordinair
Licensed Remodel Contractor-PO Box 9441,Aspen•510 Lake Ct.-Basalt,CO 81621 •Telephone(970)927-0676-
Fax(970)927-8772
SEPTEMBER 7, 2001
TO: JODI SMITH
PROJECT MANAGER
RE: PUBLIC WORKS CABIN REPAIR/REMODEL PROJECT
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REPLACEMENT WINDOW BID
1. Remove all existing windows in unit. The only window to remain is the
one large insulated picture window. Windows are to be removed from the
inside of the building, therefore there is no change or additional work required
to the exterior. The interior moldings that are removed for this process are
reinstalled.
2. All windows will be custom sized for each opening. All new windows to
be the same style and configuration as existing.
3. All new windows will be made out of white solid vinyl framing material.
All windows will tilt in for easy cleaning. All windows will have weather
stripping. All windows to have low e glass. All windows will come with a
limited lifetime warranty on the integrity of the insulated glass.
4. All windows to be installed with factory approved installation methods.
All windows to be sealed with a clear silicone sealant.
5. All windows to have fiberglass screens.
6. Complete clean-up and debris removal
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TOTAL FOR THIS WORK $4,050.00