HomeMy WebLinkAboutbocc.con.163.2002 CHECK LIST
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STAFF AUTHORIZED
SIGNATUIrE CONTRACT#1(p3 2&V
-- PITKIN COUNTY CONSTRUCTION CONTRACT
AGREEMENT
THIS AGREEMENT, made this 181h day of June , 2002, by and between the County of Pitkin,
Colorado, a Colorado home-rule county, (hereinafter called the "County") and Aspen Earthmoving
LLC. (hereinafter called the "Contractor").
RECITALS
A. The County intends to install a Metal Stairwav with handrails site grading and
concrete according to plans and specifications hereinafter called the "Project", in accordance with the
terms and conditions outlined in the Contract Documents and the associated Plans and Specifications.
B. Contractor's Proposal was the most responsive Proposal.
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 com
are made a part of this Contract. pliance with the contract documents herein mentioned, which
ff2. Contract i e and Li uidated Dama es. Work under this Agreeh�e
commenced by 2, and shall be substantially completed by� 31, 2002. and punch1ist
completed fifteen 1D days thereafter, or the Contractor hereby a e so fo pay County Liquidated
Damages for delay (and not as a Penalty)in the amount of$100 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
of the performance of this Contract, the total price of Forty Nine Thousand Seven Hundred Fifty
Dollars and zero cents ($49 750 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. Procurement Officer, 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 Procurement Officer,within forty-
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five (45) days of County's approval of Contractor's pay request. All progress payments will be on the
basis of the progress of Project measured by the schedule of values provided for in the General
Conditions.
(1) If Contractor is satisfactorily performing this agreement, progress
payments shall be in an amount equal to ninety (90)percent of the calculated value of any work
completed,less the aggregate of payments previously made until fifty (50) percent of the work required
by this agreement has been performed. Thereafter, unless a different arrangement is provided for in
Special Conditions for contracts less than $80,000.00, County shall pay all remaining progress payments
without retaining additional funds, if, in the opinion of the Procurement Officer and County, satisfactory
progress is being made on the Project. If, in the opinion of the Procurement Officer 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 Procurement Officer'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 Procurement Officer, 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. Proposal;
D. Notice of Award;
E. Notice to Proceed;
F. Notice of Substantial Completion and Notice of Final Acceptance.
G. Project Specifications;
H. General Conditions;
7. Authority and Responsibility of the Procurement Officer. All work shall be done under
the general supervision and direction of the Procurement Officer or his/her designee. The Procurement
Officer 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
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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.
9• Waiver. No waiver by either party of any right, term or condition of the Contract
Documents shall be deemed or construed as a waiver of any other right, term or condition, nor shall a
waiver of any breach hereof be deemed to constitute a waiver of any subsequent breach, whether of the
same or of a different provision of the Contract Documents.
10. Waiver of Presum tion. 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 represen-
tative 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__ epresentations.
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.
examinations, investigations, tests, reports
correlated
s and datawith the eterms and results oconditions f all cof the ContractDocuments.
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errors, or discrepancies that he has tdiscover gedie in the Procurement
Doocfumentcer �land the tten rwrit wrce of itten
thereof by Procurement Officer 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.
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A. Terms used in this Agreement, which are defined in Part 1 of the General
Conditions, shall have the meanings indicated in the General Conditions.
B. If any term, section, or other provision of the Contract Documents shall, for any
reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such term, section, or
other provision shall not affect any of the remaining provisions of the Contract Documents, and to this
end, each term, section and provision of the Contract Documents shall be severable.
C. None of the remedies provided to either party under the Contract Documents
shall be required to be exhausted or exercised as a prerequisite to resort to any further relief to which such
party may then be entitled. Every obligation assumed by, or imposed upon, either party hereto shall be
enforceable by any appropriate action, petition or proceeding at law or in equity. In addition to any other
remedies provided by law, the Contract Documents shall be specifically enforceable by either party.
D. This Agreement may be executed in multiple counterparts, each of which shall
constitute an original, but all of which shall constitute one and the same document.
E. Unless otherwise expressly provided, any reference herein to days shall mean
calendar days. All times stated in the Contract Documents are of the essence.
IN WITNESS WHEREOF, the parties have made and executed this Agreement.
COUNTY OF PITKIN, COLORADO ASPEN E RTHMOVING,LLC.
Date
P.O. Box 1090
Carbondale, CO 81623
MANAGER APPROVAL:
SEC TIC APPROVAL:
NA
Hilary Fletcher Smith, County Manager Date $iianTettet, Public Works . irector Date
RECOMMENDED FOR APPROVAL:
Ice
Jodi Smith, County Froiect Manager D to
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(Revised 2/26/02)
REQUIRED CLAUSES
For purposes of these required clauses, "Contractor" means the proposer or other party who may
eventually enter into a contract with the County.
The Proposer shall be subject to the following provisions:
1. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CON-
TRACTING LAW r
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,
Ordinance # 00-18, approved April 26, 2000). 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 I
A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency
has been employed, or retained to solicit or secure this Contract upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by the
Contractor for the purpose of securing business.
B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of
Pitkin County a gratuity or any offer of employment in connection with any decision, approval,
disapproval, recommendation, preparation of any part of a program requirement or a purchase
request, influencing the content of any specification or procurement standard, rendering of
advice, investigation, auditing, or in any other advisory capacity in any proceeding or
application, request for ruling, determination, 'claim or controversy, or other particular matter,
pertaining to this Contract or Subcontract, or to any solicitation or proposal therefor.
C. Gratuity means a payment, loan, subscription, advance deposit of money, services, or anything
of more than nominal value, present or promised, unless consideration of substantially equal or
greater value is received.
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
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he/she is otherwise entitled. The Contractor shall comply with all applicable local, state and
federal "anti-kickback" statutes or regulations.
E. Conflict of Interest Prohibited. No official, officer, employee or representative of the County
during the term of this Contract or one (1) year thereafter shall have any interest, direct or .
indirect, in this Contract or the proceeds thereof. (Additional restrictions on present and former
employees of County are found in Article 7 of the Procurement Code).
F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and
conflict of interest prescribed in this Contract shall be made a condition of and conspicuously
set forth in every sub-contract and solicitation therefor.
G. Conspicuously means written in such special or distinctive format, print, or manner that a
reasonable person against whom it is to operate ought to have noticed it.
H. Remedies. In addition to other remedies it may have for breach of the prohibitions against
contingent fees, gratuities, kickbacks and conflict of interest, the County shall have the right to:
(1) Terminate this Contract without liability by the County;
(2) Debar or suspend the offending parties from being a contractor or sub-contractor under
County contracts;
(3) Deduct from the contract price or consideration, or otherwise recover, the value of
anything transferred or received by the Contractor; and
(4) Recover such value from the other offending parties.
3. EQUAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGED/MINORITY/WOMEN
BUSINESS ENTERPRISES (DBE/MBE/WBE)
A. Pursuant to local, state and/or federal anti-discrimination and affirmative action programs,
contractor shall meet all applicable requirements with respect to employment and
subcontracting in connection with Disadvantages/Minority/Women individuals and enterprises
(DME/MBE/WBE).
B. In connection with the execution and administration of this Contract, and any subcontracts, the
Contractor shall not discriminate against any employee or applicant for employment because of
race, religion, color, sex,national origin, age,handicap or status as a veteran.
C. In connection with the performance of this Contract, the Contractor will cooperate with the
County in meeting the County's commitments and goals with regard to the maximum utilization
of disadvantaged, minority and women business enterprises and will use its best efforts to
ensure that such business enterprises shall have the maximum practicable opportunity to
compete for employment and/or subcontract work, if any, under this Contract.
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
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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, P
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, thCCounty shall ascertain
the facts and failure, and, if the County shall determine that any failure to perform consti-
tuted 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.
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(4) With the approval or ratification of the County, settle all outstanding liabilities and all
claims arising out of such termination on orders or subcontracts, the cost of which would
be compensable or reimbursable in whole or in part in accordance with this Contract.
D. Termination Payment. After the effective date of a notice of termination for the convenience of
the County, the Contractor shall submit to the County his termination claim in the form of a
final invoice in accordance with the provisions in Method of Payment," including costs incur-
red to the date of termination, and costs incurred because of termination, which termination
costs shall not exceed 10% of the total amount of proposal; provided, however, that in the event
of default by the Contractor, no extra costs incurred because of termination shall be paid to the
Contractor and any costs paid shall not be a waiver of any claim, counterclaim or setoff by the
County against the Contractor on account of any default. Such claim must be submitted
promptly, but in no event later than thirty (30) days from the effective date of termination,
unless one or more extensions are granted in writing by the County. Upon the Contractor's
failure to submit a claim in the time allowed, the County may review the information available
to it and determine the amount due the Contractor, if any, and pay the Contractor the amount as
determined.
E. Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may negotiate
the whole or any part of the amount or amounts to be paid, upon termination for default or for
the convenience of the County.
F. Remedies. The Contractor shall have the right of appeal from any determination made by the
County under "Termination for Default or for Convenience of County;" except that if the
Contractor has failed to submit his claim within the time provided in Paragraph 4.D., above, and
has failed to properly request extension, he shall have no such right of appeal. In any case
where the County has made a determination of the amount due under Paragraphs 4.D. or 4.E.,
above, the County shall pay the Contractor: (1) the amount the County has determined if there is
no right to appeal or if no timely appeal has been taken, or(2) the amount finally determined on
such appeal if an appeal has been taken.
G. Method of Appeal. If the Contractor disagrees with the County's determination under
Paragraphs 4.D. or 4.E., he can appeal this decision in writing to the County. Such appeal must
be made within twenty (20) days of receipt in writing of the County's determination. The
County shall have twenty (20) days in which to respond in writing to the appeal. The County's
response shall be final and conclusive unless within thirty (30) days from the date of receipt of
such response the Contractor submits the dispute to a court of competent jurisdiction or submits
a demand for arbitration if required by the Contract Documents.
5. INTEGRATION AND MODIFICATION
A. This Contract constitutes the full and complete agreement of the parfies 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,judg-
ment, expenses, costs (including costs of investigation and defense), fees (including reasonable
attorney and expert witness fees) or compensation in any form or kind whatsoever for any
bodily injury, death, personal injury or property damage arising out of or in connection with any
negligent act, intentional act, error or omission by the Contractor, and for any consequential
liability alleged to accrue against the County on account of the Contractor's acts, errors or omis-
sions; 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 Iimits
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 1998 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 $2.000,00().00
Comprehensive Form (All risks) to include:
X Premises/Operations
X 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:
Combined Single Limit Liability (each accident) $1.000,000.00
Coverage to include:
X Any Auto
All Owned Autos
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Hired Autos
Non-Owned Autos
Garage Liability
(4)Special Coverages (check as appropriate):
(1)Performance Bond 100% of contract
Labor and Material
Payment Bond 100% of contract
(2) Professional Errors and Omissions
(3)Aircraft Liability
(4) Owner's Protective
(5)Builder's Risk amount of project
(6) Boiler and Machinery
(7) Loss of Use Insurance
(8)Pollution Liability
(9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond
PROOF OF INSURANCE MUST BE SENT TO:
Pitkin County Project Management
Jodi Smith, Project Manager
76 Service Center Road, Aspen Colorado 81611
(970)920-5374 Fax
P
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
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 days prior written notice by
certified mail, return receipt requested (effective upon-proper mailing), has been sent to the
County (through the Procurement Officer). (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. F
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 Procurement Officer at
least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the
expiration date of this Agreement or thereafter.
E. The County reserves the right to request and receive a copy of any policy and any policy
endorsement.
8• EXEMPTIONS AND PREFERENCES
A. All purchases of construction or building or any other materials for any Contract shall not
include Federal Excise T4xes or Colorado State or local sales or use taxes. Pitkin County is
} exempt from such taxes under registration numbers 98-02624 and 84-78000-5K.
B. Pursuant to state statute and to the extent permitted by law, Colorado labor shall be employed to
perform the work to the extent of not less than eighty percent (80%) of each type or class of
labor employed on such project; except for highway construction, which is subject to C.R.S. 43-
2-208, which provides that all laborers shall be bona fide residents of Colorado with a
preference to residents of the County where the work is performed.
C. Preference is given, to the extent permitted by law, to: materials, supplies and provisions
produced, manufactured or grown in Colorado, quality being at least equal to materials, supplies
and provisions from outside the state; and to local (Roaring Fork Valley) services and labor of
quality at least equal to non-local services and labor.
9. RECORDS P
The Contractor shall maintain comprehensive, complete and accurate books, records, and
documents concerning its performance relating to this Project for a period of three (3) years
after final payment on the Project and the County shall have the right within the three-year
period to inspect and audit these books, records and documents, upon demand, in a reasonable
manner and at reasonable times, for the purpose of determining, by accepted accounting and
auditing standards, compliance with all provisions of the Contract and applicable law.
10. SUCCESSORS AND ASSIGNS
This Agreement and all of the covenants hereof shall insure to the benefit of and be binding
upon the County and the Contractor respectively and their agents, representatives, employees,
successors, assigns and legal representatives. Neither the County nor the Contractor shall have
the right to assign or transfer its interest or obligations hereunder without the written consent of
the other party, which consent shall not be unreasonably withheld.
11. THIRD PARTIES
This Agreement does not and shall not be deemed or construed to confer upon-or grant to any
third party or parties, except to parties to whom Contractor or County may assign this
Agreement in accordance with the specific written permission, any rights to claim damages or
to bring any suit, action or other proceeding against either the County or Contractor because of
any breach hereof or because of any of the terms, covenants, agreements or conditions herein
contained.
12. AGREEMENT MADE IN COLORADO F
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.
I-21
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. seg., C.R.S., as from time to time
amended, or otherwise available to Pitkin County or any of its officers, agents or employees.
Further,nothing in these Required Clause or any other Contract Document shall be construed or
interpreted to require or provide for indemnification of the Contractor by the County for any
injury to any person or any property damage whatsoever which is caused by the negligence or
other misconduct of the County or its agent or employees.
16. CURRENT YEAR OBLIGATIONS
The parties acknowledge and agree that any 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.
I-22 i
NOTICE TO PROCEED
DATE:
TO: Aspen Earth Moving, LLC
C/O Rick Stevens
P.O. Box 1090
Carbondale, CO 81623
(970) 963-0377
FROM: Jodi Smith, County Project Manager
Pitkin County
76 Service Center Road
Aspen CO 81611
p
You are hereby authorized to proceed on
or within ten(10)
consecutive calendar day thereafter,with the work covered by the Contract Documents titled:Aspen
Village Metal Stairway Construction Project for the sum of Forty Nine Thousand Seven Hundred
Fifty Dollars and zero cents ($49 750 00)
All required permitting should be approved and on site prior to commencement of work.
By:
Jodi Smith, County Project Manager Date
I-24
I �.
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
Aspen Village Metal Stairway Construction Project, 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 therefore 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 CRS 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
Jodi Smith, Project Manager
76 Service Center Road
Aspen, Colorado 81611
I-25 !
J
CERTIFICATE OF SUBSTANTIAL COMPLETION
Project Name:Aspen Village Metal Stairway Construction Project
Contractor: Aspen Earthmoving, LLC.
Contract Date: June 3,2002
Contract for(give brief description of type of work contractor has contracted to perform)
Project (or specified part) shall include(describe the project or the part of the project to have been built
by contractor)
Definition of Date of Substantial Completion: The date of"Substantial Completion" of the project (or
specified part of the project) is the date when construction is sufficiently completed, in accordance with
the Contract Documents, so that the project (or specified part of the project)can be used for the purposes
for which it was intended.
To Aspen Earthmoving,LLC.
Date of Substantial Completion: (Insert date)
The work performed under the above-referenced Contract has been inspected by authorized
representatives of Pitkin County and Aspen Earthmoving,LLC., and the project [Project] is declared to
be substantially completed on the above date.
A tentative list of items to be completed or corrected is attached to this Certificate. This list may
not be exhaustive, and the failure to include an item does not alter the responsibility of the Contractor to
complete all of the work in accordance with the Contract Documents. Contractor will complete these
items within days of the date of Substantial Completion. The date of Substantial Completion is
the date upon which all guarantees and warranties begin, except as noted below. The responsibilities
between Pitkin County and Contractor for maintenance, heat, and utilities shall be set forth below.
Dated:
Jodi Smith, County Project Manager
I-26 /�
Contractor accepts the above Certificate of Substantial Completion and agrees to complete and
correct the items on tentative list within the time indicated.
Dated:
Signature of Contractor
Responsibilities of Pitkin County: (specify responsibilities of Pitkin County as to maintenance. heat and
utilities)
Responsibilities of Contractor: (specify responsibilities of Contractor as to maintenance, heat and utilities)
Exceptions to guarantees and warranties: (set out any exceptions to guarantees and warranties as set out in
Contract Documents)
P
I-27
1
NOTICE OF FINAL ACCEPTANCE
Project: Aspen Village Metal Stairway Construction Project
Contract Date: June 3,2002
Contractor: Aspen Earthmoving, LLC.
This is to certify that all of the work required under the above-referenced contract, (as amended),
has been completed; that the work has been inspected by Pitkin County and (engineer/architect if
' applicable) and has been found to comply with the terms and conditions of Contract Documents
governing the same. Therefore, all work under the above Contract is accepted on behalf of Pitkin County
as of the date written below.
Notice of Final payment will be advertised (date) and final payment will be made on (date).
Dated: Date upon which warrantee is to start.
Pitkin County Board of County Commissioners
By. Date
Jodi Smith, County Project Manager
P
Contractor: Date:
I-28 I
Exhibit A
PROJECT: Aspen Village Metal Stairway Construction
LOCATION: Highway 82 at Aspen Village Road(approximately 9 miles west of Aspen)
PROJECT DESCRIPTION:
The Aspen Village Metal Stairway project generally consists of construction steel stairs for pedestrian access,
approximately 70-feet long and five feet in width. These stairs will include steel channel stringers on each
side with 57 steel grate treads, configured in three rises of 19 treads each. Between each rise there will be a
landing approximately 6-ft x 5-ft in size. The stairs will be supported by concrete foundation components
consisting of a footing/retaining wall at the upper end,two center piers, and a grade beam at the lower end of
stairs. In addition, steel tubing railing will be placed on each side of the stairs. The stairs will be painted,
with the color selection made by Pitkin County.Project Manager,in accordance with CDOT specifications for
painting of structural steel. Work to complete this project will include all tasks necessary for constructing the
stairs and will be bid accordingly. A summary of approximate quantities is included in the plan set of
construction drawings(Exhibit B).
SPECIFICATIONS/GENERAL NOTES:
CONCRETE
A. Concrete work shall conform to the American Concrete Institution specifications for structural
concrete(ACI 301).
B. Compressive strength of concrete at 28 days shall be 4,000-psi minimum. Cement shall conform
to ASTM C150,Type II.
ng to ASTMC260,to result in concrete having a total air
C. Use air-entraining admixture conformi
content of 4 to 7 percent.
D. Reinforcing steel shall conform to ASTM A615,Grade 60.
E. Maximum slump at point of placement shall be 4 inches.
F. Contractor shall submit mix design prior to placement of concrete.
G. All bent reinforcing bars shall be shop fabricated only. Rebending or welding of reinforcement
shall not be permitted.
H. Provide bar supports to properly secure and support reinforcing bars at positions shown on
drawings.
I. Concrete cover over reinforcement shall be 2"clear except as noted.
J. Chamfer all exposed edges 3/a", unless otherwise indicated.
K. Contractor shall employ a testing agency to perform material testing and to prepare test reports.
STRUCTURAL STEEL
l conform to the American Institute of Steel Construction
A. Structural steel construction shal
specification for structural steel buildings.
B. Structural shapes,plates and bars shall conform to ASTM A36.
C. Structural tubing for railing and rail posts shall conform to ASTM A500,Grade B.
D. Anchor rods shall conform to ASTM F1554, Grade 36.
E. All welding shall conform to the American Welding Society structural welding code — steel
(AWS D1.1), and shall be performed by welders qualified by the appropriate AWS test for the
welding performed.
STEEL GRATING TREADS AND PLATFORMS
A. Fabricate grating to comply with ANSI/NAAMM MBG 532,"Metal Bar Grating Manual."
I-74 � 1
B. Provide welded steel grating with 1 �/" x 1/8" bearing bars at 1 3/16" o.c. and cross bars at 4"
o.c. Grating surface shall be serrated.
C. Provide steel angle nosings with checkered plate surface at grating treads and platforms. Provide
steel angle or plate carrier at each end of tread for stringer connection.
D. Grating shall be galvanized.
RAILING
A. Interconnect railing members by butt-welding. Pre-assemble in shop to greatest extent possible
to minimize field splicing and assembly.
B. Finish exposed welds and surfaces smooth and blended so that n roughness shows after finishing
and welded surface matches adjoining surfaces.
PAINTING
A. All structural Steel is to be painted in accordance with Section 708.03, Structural Steel Bridge
Paint,of the CDOT Standard Specifications for Road and Bridge Construction.
B. Preparation and painting of steel is to be in accordance with Section 509.24, Shop Cleaning and
Painting of Steel,of the CDOT Standard Specifications for Road and Bridge Construction.
I-75
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31
PITKIN COUNTY, COLORADO
GENERAL CONDITIONS
FOR
CONSTRUCTION CONTRACTS
(Version GC-99-1) updated 11/27/01
TABLE OF CONTENTS
' Article 1 -Abbreviations,Definitions, and Provisions of General Applicability.
1.1. Abbreviations
1.2. Definitions
Article 2 - Preliminary Matters
2.1. Delivery of Bonds
2.2. Copies of Documents
2.3. Commencement of Contract Time, Notice to Proceed
2.4. Starting the Project
2.5. Before Starting the Project
2.6. Pre-construction Conference
2.7. Project Progress Meetings
Article 3 - Contract Documents,Intent,Amending, Ownership, Escrow Bid Documents
3.1. Intent
3.2. Amending and Supplementing Contract Documents
3.3. Reuse of Documents
3.4. Precedence of Contract Documents
Article 4 -Availability of Lands, Physical Conditions, Reference Points.
4.1. Availability of Lands
4.2. Physical Conditions
4.2.1. Exploration and Reports
4.2.2. Existing Structures
4.2.3. Report of Differing Conditions
4.2.4. Procurement Officer's Review
4.2.5. Possible Document Change
4.2.6. Possible Price and Time Changes
4.3. Physical Conditions - Underground Facilities
4.3.1. Shown or Indicated
4.3.2. Not Shown or Indicated
4.4. Reference Points
4.5. Protection of Existing Vegetation and Restoration of Property and Landscape
4.6. Hazardous Materials
4.7. Contractor's Representations
Article 5 - Bonds,Indemnification, Liability, and Insurance
5.1. Performance, Payment, and Maintenance Bonds
5.2. Indemnification
5.3. Contractor's Insurance
I-29
V
Article 6 - Contractor's Responsibilities.
6.1. General Responsibilities
6.2. Supervision and Superintendence
6.3. Labor,Materials,..and Equipment
6.4.-6.6 Reserved
6.7. Work Schedule
6.8. Substitutes of "Or-Equal" Items
6.9. Subcontractors, Suppliers and Others
6.10 Patent Fees and Royalties
6.11 Permits
6.12 Laws and Regulations
6.13 Taxes
6.14 Use of Premises
6.15 Record Documents
6.16 Safety and Protection
6.17 Emergencies
6.18 Shop Drawings and Samples
6.19 Claim Release,Mechanics' Lien
6.20 Continuing the Work
6.21 Contractor's Facilities
Article 7 -Other Work.
7.1. Related Work at Site
7.2. Coordination
Article 8 - County's Responsibilities.
8.1.
Article 9 -Procurement Officer's Status During Construction.
9.1. County's Representative
9.2. Visits to Site
9.3. Project Representation
9.4. Clarification and Interpretation
9.5. Authorized Variations in Work
9.6. Rejecting of Defective Work
9.7 Shop Drawings, Change Orders and Payments
9.8 Decisions on Disputes
9.9 Reserved
9.10 Limitations on The Procurement Officer's Responsibilities
Article 10- Changes in the Work.
10.1. County Initiated Changes
10.2. Written Notice of Change
10.3. Change Order
10.4. Contractor Change Request
10.5. Down Time4
10.6. Submittal Requirements and Waiver of Claims
Article 11 - Changes of Contract Price or Contract Time.
11.1. Contract Price Adjustments
I-30
11.2. Contract Time Adjustments
11.3. Force Account Work
11.4. Contract Sum Determination
11.4.1. Direct Labor
11.4.2. Labor Burden
11.4.3. Direct Material, Supplies,Installed Equipment
11.4.4. Equipment
11.4.5. Bonds, Insurance, Permits and Taxes
11.4.6. Subcontract Costs
11.4.7. Overhead and Profit
11.4.8. Totals as Equitable Adjustment
11.5. Cost and Pricing Data
11.5.1. Certificate of Current Cost or Pricing Data
11.5.2. Vendor Statements
11.5.3. Price Reductions for Defective Costs or Pricing Data
11.6. Variation in Quantity of Unit Priced Items
Article 12 - Reserved
Article 13 - Warranty and Guarantee (Maintenance Bond); Tests and Inspections; Correction,
Removal or Acceptance of Defective Work.
13.1. Warranty
13.2. Access to Work
13.3. Tests and Inspections
13.4. Uncovering Work
13.5. County May Stop the Work
13.6. Correction or Removal of Defective Work
13.7. Correction Period
13.8. Acceptance of Defective Work
13.9. County May Correct Defective Work
13.10. Unauthorized Work
Article 14 -Construction Schedule, Schedule of Values,Payments to Contractors, and Completion
14.1. Schedules
14.2. Application for Progress Payment
14.3. Contractor's Warranty of Title
14.4. Review of Application for Progress Payments
14.5. Substantial Completion
14.6. Partial Utilization
14.7. Final Inspection
14.8. Final Application for Payment
14.9. Settlement Date, Notice to Subcontractors, Acceptance and Final Payment
14.10. Contractor's Continuing Obligation
14.11. Liquidated Damages
Time for Completion
Time is of the Essence to the Agreement
Liquidated Damages N
Delays in Work Completion of Construction Phase
Excusable Delays - Force Majeure
Cumulative Remedy
14.12 Waiver of Claims
I-31
Article 15 - Suspension of Work and Termination.
15.1. County May Suspend Work
15.2. County May Terminate
15.3. Contractor May Stop Work or Terminate "
Article 16 - Miscellaneous.
16.1. Giving Notice
16.2. Computation of Time
16.3. General
16.4. Independent Contractor Status
16.5. Audit and Records
16.5.1. Data and Records
16.5.2. Cost or Pricing Data
16.5.3. Availability
16.5.4. Contract Termination
16.5.5. Appeals,Litigation, or Claims
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 Y
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
I.I. Whenever the words, forms, or phrases defined herein, or pronouns used in their place occur in
the Contract Documents, the intent and meaning shall be interpreted as follows:
AASHTO American Association of State Highway and Transportation Officials
AIA American Insurance Association
AISI American Iron and Steel Institute
ANSI American National Standards Institute(formerly AS
A 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
DRA Detailed Hazards Analysis
EBD Escrow Bid Documents
EIA Electronic Industries Association
EPA United States Environmental Protection Agency
I-32
:3d
FCC Federal Communications Commission
FHWA Federal Highway Administration
F1'A Federal Transit Administration
HVAC Heating, Ventilation, and Air Conditioning
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 proposal documents, Contract Documents, drawings, details or
specifications.
Bid - The offer or proposal of the bidder submitted on the prescribed form(s) setting forth the prices for
the Work to be performed. Bid and Proposal are used interchangeably.
Bidder - Any qualified responsible and responsive firm or corporation submitting a Proposal for the
Work. Bidder and Proposer are used interchangeably.
Bid Package - All information and standard Contract Documents prepared by the County to assist
potential bidders/proposers to prepare their bids/proposals.
Bonds - Bid, performance, payment, maintenance bonds and other acceptable instruments of financial
security, furnished by the Contractor and his/her surety in accordance with the Contract Documents.
Change Order - A written order to the Contractor authorizing an addition, deletion or revision in the
Work within the general scope of the Contract Documents, or authorizing an adjustment in the Contract
Price or Contract Time, issued on or after the Effective Date of the Contract for Construction.
County or Owner- Pitkin County, Colorado.
Contract - All contract documents attached to the Contract for Construction and made a part thereof as
provided herein.
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Contract Documents - The Contract including RFP, 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 Proposal,
and Specifications identified in the request for proposal or attached as part of the Proposal, Affidavit of
Compliance form, Liquidated Damages form, Contractor's License form, Daily Construction Log form,
Progress Pay Estimate form, and Insurance Certificates.
Contract for Construction - The written agreement between County and Contractor covering the Work
to be performed.
Contractor - The qualified responsible and responsive firm or corporation with whom the County has
entered into the Contract for Construction.
Contract Price - The moneys payable by the County to the Contractor under the Contract Documents as
stated in the Contract for Construction (subject to the provisions of paragraph 11.4.), except for the Minor
Contract Revisions item(s)which are subject to the County's written authorization for expenditure.
Contract Time - The number of the consecutive calendar days or the working days and/or the deadline
set in the Contract Documents for the completion of the Work.
Daily Construction Log — A form furnished by the County Procurement Officer, used by the County
Procurement Officer to record the Contractor's daily work quantities and project events. When required
by Special Conditions, the daily construction log is the only verified justification for payment to the
Contractor.
Defective - An adjective which when modifying the word Work refers to Work that is unsatisfactory,
faulty or deficient, or does not conform to the Contract Documents, or does not meet the requirements of
any inspection, reference standard, test or approval referred to in the Contract Documents, or has been
damaged prior to the Procurement Officer's recommendation of final payment (unless responsibility for
the protection thereof has been assumed by the County at Substantial Completion in accordance with
paragraph 14.5 or 14.6).
Drawings - The part of the Contract Documents which show the character and scope of the Work to be
performed and which have been prepared or approved by the professional identified in the Contract
Documents.
Effective Date of the Contract for Construction - The date indicated in the Agreement on which it
becomes effective, but if no such date is indicated it means the date on which the Agreement is signed and
delivered by the last of the two parties to sign and deliver.
Field Order- A written order affecting a change in the Work not involving an adjustment in the Contract
Time, issued by the Procurement Officer 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.
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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 Contrac'tor'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 Procurement Officer, 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 Procurement Officer to observe construction,
materials,placement and testing and to prepare the Daily Construction Logs and field reports.
Procurement Officer—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 Procurement Officer.
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 witli 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 Procurement Officer as evidenced by the Procurement Officer'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 "substantiall)rcomplete" 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.
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Supplier - A manufacturer, fabricator, supplier, distributor, material 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
Proposal items.
Written Notice or Written Notice of Amendment - A written amendment of the Contract Documents,
signed by the County and the Contractor on or after the Effective Date of the Contract for Construction
and normally dealing with the non-engineering or non-technical rather than strictly Work-related aspects
of the Contract Documents
ARTICLE 2 - PRELIMINARY MATTERS
2.1 Delivery of Bonds: .
When Contractor delivers the executed Contracts to the person designated in the Contract`Documents, the
Contractor shall also deliver such Bonds as the Contractor is required to furnish in accordance with
paragraph 5.1.
2.2 Copies of Documents:
The County shall furnish to the Contractor up to five (5) copies (unless otherwise specified) 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 or section head, shall
approve the Contract Documents and shall execute the same. Notwithstanding any representations to the
contrary made by County's employees, either directly, indirectly, or by implication, no Contract shall be
in effect nor shall be binding upon the County until such time as the Contract is executed by the County
pursuant to authority granted in accordance with Resolution Nos. 93-170 and 83-10 or the Procurement
Code. The County shall issue a Notice to Proceed after either (a) the County Manager and/or appropriate
department or section head has executed the Contract, or (b) The Board of County Commissioners
(`BOCC") has authorized the execution of the Contract, and the Contractor has executed the Contract and
other Contract Documents, and has delivered the specified bonds, Certificates of Insurance, as are
required, and any other documents required to be delivered by the Special Conditions and Addenda(s) if
any issued. The Contract Time will commence to run on the day indicated in the Notice to Proceed.
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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 Procurement Officer any conflict, error or
discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from
the Procurement Officer 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 Procurement Officer 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 submi sions; 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 County Risk Management
and/or the Procurement Officer, 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 Notice of 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 Procurement Officer 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: K
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
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mean the latest standard specification, manual, code or Laws or Regulations in effect at the time of
opening of Proposals (or, on the Effective Date of the Contract if there were no Proposals) 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 Procurement
Officer, 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 Procurement Officer, or any of the Procurement Officer'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
Procurement Officer 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 Procurement Officer in writing at once and
before proceeding with the Work affected thereby and shall obtain a written interpretation or clarification
from the Procurement Officer.
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 Procurement Officer's approval of a Shop Drawing or sample (pursuant to
paragraphs 6.18.5 and 6.18.6); or, -
3.2.3.3. The Procurement Officer's written interpretation or clarification (pursuant to paragraph 9.4).
3.3 Reuse of Documents:
Neither the Contractor nor any Subcontractor or Supplier or other person or organization performing or
furnishing any of the Work under a direct or indirect contract with the County shall have or acquire any
title to or ownership rights in any of the design details, drawings or specifications.
3.4 Precedence of Contract Documents:
Notwithstanding the precedence set forth in the Pitkin County Construction Contract Agreement, a
Change Order governs over all other Contract Documents impacted by the change. The Special
Conditions govern over the General Conditions. In case of conflict between the Drawings and
Specifications, specifications govern. Technical specifications govern over any conflicting provision of
the 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
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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 Procurement Officer 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, 6y 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 Procurement Officer 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 accuracy of the
technical data contained in such drawings.
P
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 Procurement Officer in writing about the inaccuracy or
difference.
4.2.4. PROCUREMENT OFFICER'S REVIEW: The Procurement Officer 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 Procurement Officer's
findings and conclusions.
4.2.5. POSSIBLE DOCUMENT CHANGE: If the Procurement Officer 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 Procurement Officer or
his/her designee prior to implementing any such change in the Work.
4.3 Physical Conditions- Underground Facilities:
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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 Procurement Officer 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 Procurement Officer 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 Procurement Officer. The Procurement Officer 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 Undetground 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
Procurement Officer.
4.4 Reference Points:
The County shall provide engineering surveys to establish reference points for construction which in the
Procurement Officer'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 Procurement Officer 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 tfie 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 Procurement Officer
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
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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 by4the 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 Procurement Officer.
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 Procurement Officer. However, the fact that areas
of vegetation and other environmental features are not marked shall not necessarily mean that those items
are expendable. The Contractor shall perform all his activities in such a manner that the least
environmental damage shall result. Any questionable areas or items shall be brought to the attention of
the Procurement Officer for approval prior to removal or any damage activity. Damage or destrt,gtion 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
Procurement Officer shall suspend the Work in whole or in part, until the fence or other protection is
repaired to the Procurement Officer'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 Procurement Officer 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 Procurement Officer. If the Contractor is deemed to be responsible, then
the replanting shall be done by the Contractor at his/her expense. If the County is responsible, the costs
will be reimbursed on a minor contract revisions (MCR) basis unless existing cost proposal covers the
Work.
4.5.10. With respect to replacement of trees and shrubs that have been damaged or destroyed, the
following conditions shall apply:
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
Procurement Officer 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.
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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 disposition 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 Procurement Officer with a written certification each time
materials or equipment is brought onto the Work site that such materials or equipment do not contain
Hazardous Materials.
4.6.6. The Contractor and the County shall cooperate with each other in the prosecution of any
claim against or defense of any claims made by third parties in connection with Hazardous Materials
present on the Project property or contiguous properties owed or controlled by the County.
4.7 Contractor's Representations
By executing the Contract, the Contractor represents that he/she has visited the site, familiarized
him/herself with the local conditions under which the Work is to be performed (including weather
conditions which can be expected), and correlated his observations with the requirements of the Contract
Documents.
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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.r,
5.3 Contractor's Insurance:
5.3.1, The Contractor agrees to procure and maintain, at its own expense, a policy or policies of
insurance as specified in paragraph 7 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 7.
ARTICLE 6- CONTRACTOR'S RESPONSIBILITIES
6.1 General Responsibilities:
6.1.1. The Contractor shall perform all of the Work in conformance with the Contract
Documents.
6.1.2. The Contractor covenants and warrants that it shall be responsible for performing the
Work, and that it shall do or cause to be done the Work and services as required in the Contract
Documents and any additional, collateral, and incidental Work and services as may be necessary in order
to complete the Project in accordance with the requirements of the Contract Documents, shall be
responsible for providing completed Work which meets the results required by the Contract Documents,
and shall achieve Substantial Completion by the Contract Time.
6.1.3. Construction services shall be performed in accordance with those professional standards
listed in the Request for Proposals fot 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
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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
Procurement Officer 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 Procurement Officer.
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 Procurement Officer, 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
Procurement Officer, or any of the Procurement Officer'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 Procurement Officer 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
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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 Procurement Officer if sufficient information is submitted by the Contractor to allow the Procurement
Officer to determine that the material or equipment proposed is equivalent or equal to that named. The
Procurement Officer 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 Procurement Officer
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 Procurement Officer 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 achievemgnt 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 Procurement Officer in evaluating the proposed substitute. The Procurement
Officer 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 Procurement Officer.
The procedure for review by the Procurement Officer shall be similar to that provided in paragraph 6.8.1.
6.8.3. The Procurement Officer will be allowed a reasonable time within which to evaluate each
proposed substitute. The Procurement Officer will be the sole judge of acceptability, and no substitute
will be ordered,,installed or utilized without the Procurement Officer'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 Procurement Officer will record time required by the Procurement Officer and the Procurement
Officer's consultants in evaluating substitutions proposed by the Contractor and in making changes in the
Contract Documents occasioned thereby. Whether or not the Procurement Officer accepts a proposed
substitute, the Contractor shall reimburse the County for the charges of the Procurement Officer and the
Procurement Officer'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 Procurement Officer as indicated in
paragraph 6.9.2), whether initially or as a substitute, against whom the County or the Procurement Officer
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 Procurement Officer and if the Contractor has submitted
a list thereof in accordance with the Contract Documents, the County's or the Procurement Officer's
_ I-45
acceptance (either in writing or by failing to make written objection thereto by the date indicated for
acceptance or objection in the proposal 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 Procurement Officer of any such Subcontractor, Supplier or other person or organization shall
constitute a waiver of any right of the County or the Procurement Officer to reject Defective Work.
6.9.3. The Contractor shall be fully responsible to the County and the Procurement Officer 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 Procurement Officer and any such Subcontractor,
Supplier or other person or organization, nor shall it create any obligation on the part of the County or the
Procurement Officer 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
Procurement Officer.
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 Procurement Officer 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 incidental to the use in the
performance of the Work or resulting from the product or device not specified in the Contract Documents,
and shall defend all such claims in connection with any alleged infringement of such rights.
6.11 Permits:
Unless otherwise provided in the Special Conditions, the Contractor shall obtain and pay for all
construction permits and licenses. The County shall assist the Contractor, when necessary, in obtaining
such permits and licenses. The Contractor shall pay all governmental charges and inspection fees
necessary for the prosecution of the Work. The Contractor shall pay all charges of utilities for
connections to the Work, and the County shall pay all charges of such utility owners for capital costs
related thereto such as plant investment fees.
6.12 Laws and Regulations:
6.12.1. The Contractor shall be familiar with and shall comply with all federal, state;and local
laws, ordinances, rules, and regulations applicable to furnishing and performance of the Work including
rules, regulations, and ordinances the County promulgates at any time. Except where otherwise expressly
required by applicable laws and regulations, neither the County nor the Procurement Officer shall be
responsible for monitoring the Contractor's compliance with any Laws or Regulations.
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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 Procurement Officer prompt written notice thereof, and
any necessary changes will be authorized by one of the methods indicated in paragraph 3.4. If the
Contractor performs any Work knowing or having reason to know that it is contrary to Laws or
Regulations, and without such notice to the Procurement Officer, 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 in 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
Procurement Officer 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 Procurement Officer 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 Procurement Officer to the extent based on a claim arising out
of the Contractor's performance of the Work.
6.14.2. During the progress of the Work, the Contractor shall keep the premises free from
accumulations of waste materials, rubbish and other debris resulting from the Work. At the completion of
the Work, the Contractor shall remove all waste materials, rubbish and debris from and about the
premises as well as all tools, appliances, construction equipment and machinery, temporary structures,
stumps or portions of trees, and surplus materials, and shall leave the site clean and ready for occupancy
by the County. The Contractor shall restore to original condition all property not designated for alteration
by the Contract Documents.
6.14.3. The Contractor shall not load or permit any part of any structure to be loaded in any
manner that will endanger the structure, nor shall the Contractor subject any part of the Work or adjacent
property to stresses or pressures that will endanger it.
6.15 Record Documents:
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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 Procurement Officer for reference. Upon completion of the Work, these record documents and
samples will be delivered to the Procurement Officer 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 in the Work Area 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 time as all the Work is completed and the
Procurement Officer 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
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measures when necessary and remedying all identified OSHA violations. Daily, and other, inspections of
the work site, including excavations, adjacent areas and protective systems, shall be the sole responsibility
of Contractor. Contractor's obligation to indemnify County specified in the Required Clauses shall
include failure of Contractor to effect full compliance with OSHA regulations.
6.16.5. The Contractor shall at all times conduct the Work in such manner as will incur the least
practicable interference with traffic and existing utility systems. No section of any road shall be closed to
the public, nor any utility system put out of service except after permission has been granted by the
Engineer. Each item of Work shall be prosecuted to completion without delay and in no instance will the
Contractor be permitted to transfer its forces from uncompleted Work to new Work without prior written
notification of the Contractor to the Engineer. The Contractor shall not open up Work to the prejudice of
Work already started. "
Unless the Contract Documents specifically provide for the closing to traffic of any local road or highway
while construction is in progress, such road or highway shall be kept open to all traffic by the Contractor.
The Contractor shall also provide and maintain in a safe condition temporary approaches, crossings, or
intersections with roads and highways. The Contractor shall bear all expense of maintaining traffic over
the section of road affected by the Work to be done under this Contract, and of constructing and
maintaining such approaches, crossing, intersections and any necessary features without direct
compensation, except as otherwise provided.
The Contractor shall not close any road to the public except by express permission of the appropriate
engineering authority. When the road under construction is being used by the traveling public, special
attention shall be paid to keeping the subgrade and surfacing in such condition that the public can travel
over same in comfort and safety. The Contractor shall cooperate with the appropriate officials in the
regulation of traffic. If the Contractor constructs temporary bridges or temporary stream crossings, its
responsibility for accidents shall include the roadway approaches as well as the structures of such
crossings.
.The Contractor shall provide, erect and maintain all necessary barricades, signs, danger signals and lights
to protect the Work and the safety of the public. Contractor shall comply with the provisions of any and
all applicable Traffic Safety Manuals which may be published by a governmental entity having
jurisdiction over the Project area. All barricades, signs and obstructions erected by the Contractor shall be
illuminated at night and all devices for this purpose shall be kept burning from sunset to sunrise. The
Contractor shall be held responsible for all damage to the Work due to failure of barricades, signs, lights
and watchmen to protect it, and whenever evidence of such damage is found prior to acceptance, the
Engineer may order the damage portion immediately removed and replaced by the Contractor without
cost to the County if, in its opinion, such action is justified. The Contractor's responsibility for necessary
barricades, signs,and lights shall not cease until the Project shall have been accepted.
6.17 Emergencies:
In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent
thereto, the Contractor, without special instruction or authorization from the Procurement Officer or the
County, is obligated to act to prevent threatened damage, injury or loss. The Contractor shall give the
Procurement Officer 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 Procurement Officer
determines that a change in the Contract Documents is required because of the action taken in response to
an emergency, a written order will be issued to document the consequences of the changes or variations.
6.18 Shop Drawings and Samples:
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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 Procurement Officer
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 Procurement
Officer 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
Procurement Officer to review the information as required.
6.18.2. The Contractor shall also submit to the Procurement Officer 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 Procurement Officer
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 Procurement Officer for review and approval of each such variation.
j
6.18.5. The Procurement Officer will review and approve with reasonable promptness Shop
Drawings and samples, but the Procurement Officer'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 Procurement Officer, 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 Procurement Officer on previous submittals.
6.18.6. The Procurement Officer'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 Procurement Officer's attention to each such
variation at the time of submission as required by paragraph 6.18.4 and the Procurement Officer has given
written approval of each such variation by a specific written notation thereof incorporated in or
accompanying the Shop Drawing or sample approval; nor will any approval by the Procurement Officer
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 Procurement Officer's review and approval of the Shop Drawing or Samples.
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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 the date of the filing, and upon the Contractor's failure to do so the County shall have
the right, in addition to all other rights and remedies provided under this Contract or by law, to cause the
liens or claims to be satisfied, removed or discharged by whatever means the County chooses, at the
entire cost and expense of the Contractor, the expense to include legal fees and disbursements. The
Contractor shall give a copy of Claim Release form to all Subcontractors and suppliers and shall include
these provisions in all written contracts with Subcontractors, or give written notice to all Subcontractors,
suppliers or other persons having oral agreements with the Contractor.
6.19.3. The Contractor agrees that moneys received for the performance of this Contract shall be
used first for payment due for labor, material, and services for the Project and taxes, and the moneys shall
not be diverted to satisfy obligations of the Contractor on other accounts or contracts. The Contractor
shall pay Subcontractors within ten (10) consecutive calendar days of receipt of a progress payment from
the County. The Contractor shall furnish sworn affidavits in accordance with the form furnished by the
County, which shall state that amounts due or to become due, amounts paid, and any other information
necessary to indicate the financial condition of the Contractor, insofar as it relates to services, labor and
material furnished, and to be furnished, under this Contract. The County may take steps it may deem
necessary to protect itself against any claims.
6.20 Continuing the Work:
The Contractor shall carry on the Work and adhere to the progress schedule during all disputes or
disagreements with the County. No Work shall be delayed or postponed pending resolution of any
disputes or disagreements, except as permitted herein or as the Contractor and the County may otherwise
agree in writing.
6.21 Contractor Facilities:
6.21.1. All temporary contractor facilities shall be in accordance with regulations and codes
governing such construction. The types of temporary construction facilities required for the Project may
include, but are not necessarily limited to, the following: (a)job site office space, (b) construction water
I-51 �jj
distribution, (c) temporary closures, (d) temporary heat, (e) hoists and temporary cranes, (f) temporary
roads and paving, (g) construction aids and miscellaneous facilities, (h) temporary power distribution, (i)
temporary lighting, 0) temporary toilet facilities. All operations of the Contractor, including storage of
materials, upon the County's premises shall be confined to areas authorized or approved by County in
writing.Temporary buildings, storage sheds, shops, offices, may be erected by the Contractor only with
the written approval of the County and shall be built or provided with labor and materials furnished by the
Contractor without expense to the County. Such temporary buildings and utilities shall remain the
property of the Contractor and shall be removed by it at its expense upon completion of the Work.
6.21.2. Unless otherwise directed in the Supplementary Conditions, the Contractor will furnish
and set construction stakes establishing all lines, grades, measurements necessary for the proper execution
of the Work contracted for under these Specifications. The County will provide basis horizontal and
vertical control. If construction surveys are provided by the County, the Contractor shall request that
County 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 be 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 Procurement Officer 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 Procurement Officer 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 Procurement Officer 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 Procurement Officer shall immediately leave the job. Work done
during the absence of the Procurement Officer will not be accepted nor paid for. The Procurement
Officer 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 Procurement Officer may give the
Contractor shall in no way be construed as releasing the Contractor from fulfilling all of the terms of the
Contract Documents.
ARTICLE 7- OTHER WORK
7.1 Related Work at Site:
7.1.1. The County may perform other work related to the Project at the site by the County's own"
forces, have other work performed by utility owners or let other direct contracts therefor which shall
contain General Conditions similar to these. The Contractor shall perform and coordinate his/her
activities with other Contractors to avoid conflict and minimize disruptions.
7.1.2. The Contractor shall afford each utility owner and other contractor who is a party to such
a direct contract (or the County if the County is performing the additional work with the County's
employees) proper and safe access to the site and a reasonable opportunity for the introduction and
storage of materials and equipment and the execution of such work, and shall properly connect and
coordinate the Work with theirs. The Contractor shall do all cutting, fitting and patching of the Work that
may be required to make its several parts come together properly and integrate with such other work. The
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Contractor shall not endanger any work of others by cutting, excavating or otherwise altering their work
and will only cut or alter their work with the written consent of Procurement Officer 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 Procurement Officer in writing any delays, defects or deficiencies in such work
that render it unavailable or unsuitable.for such proper execution and results. The Contractor's failure to
report such conditions will constitute an acceptance of the other work as fit and proper for integration
with the Contractor's Work except for latent or non-apparent defects and deficiencies in the other work.
7.2 Coordination:
If the County contracts with others for the performance of other work on the Project at the site, the person
or organization of the activities among the various prime contractors may be identified in the Special
Conditions, and the specific matters to be covered by such authority and responsibility may be itemized,
and the extent of such authority and responsibilities may be provided, in the Special Conditions. Unless
otherwise provided in the Special Conditions, neither the County nor the Procurement Officer 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 Procurement Officer 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- PROCUREMENT OFFICER'S STATUS DURING CONSTRUCTION
9.1 County's Representative:
The Procurement Officer shall be tie 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 Procurement Officer 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 Procurement Officer.
9.2 Visits to Site:
The Procurement Officer 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 Procurement Officer shall make
on-site inspections to observe the quality or quantity of the Work. The Procurement Officer's efforts will
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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
Procurement Officer 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. '
9.3 Project Representation:
The County may furnish a Resident Project Representative to assist the Procurement Officer 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
Procurement Officer will be as provided in the Special Conditions.
9.4 Clarification and Interpretations:
The Procurement Officer 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 Procurement Officer 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
Procurement Officer and resolve the issue. All such requests or claims shall be submitted to the
Procurement Officer.
9.5 Authorized Variations in Work and Minor Contract Revisions:
The Procurement Officer may request or authorize minor variations in the Work from the requirements of
the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time
and are consistent with the overall intent of the Contract Documents. These may be accomplished by a
written request or a field order and will be binding on the County, and also on the Contractor who shall
perform the Work involved promptly. If the Contractor believes that a field order justifies an extension of
the Contract Time and the parties are unable to agree as to the extent thereof, the Contractor may make a
claim therefor as provided herein.
9.6 Rejecting Defective Work:
The Procurement Officer will have authority to disapprove or reject Work which the Procurement Officer
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 Procurement Officer's responsibility for Shop Drawings and
samples, see paragraphs 6.19.1. through 6.20.1. inclusive.
9.7.2. In connection with the Procurement Officer's responsibilities as to Change Orders, see
Article 10 and Article 11.
9.7.3. In connection with the Procurement Officer's responsibilities in respect of request for
Payment, etc., see Article 14.
9.8 Decisions on Disputes:
9.8.1. The Procurement Officer 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
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to the Procurement Officer in writing with a request for a formal decision in accordance with this
paragraph, which the Procurement Officer 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 Procurement
Officer 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 Procurement Officer within sixty (60) days
after such occurrence unless the Procurement Officer 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 Procurement Officer 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 Procurement Officer of the requirements of the Contract Documents,
judgment on the acceptability of the Work thereunder, or formal decision made by the Procurement
Officer in accordance with paragraph 9.8.L Any dispute not resolved by the initial decision of the
Procurement Officer shall be decided by the County, who shall reduce the decision in writing and furnish
a copy thereof to the Contractor and the Procurement Officer.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 Procurement Officer's interpretation.
9.9 Reserved
9.10 Limitations on Procurement Officer's Responsibilities:
9.10.1. Neither the Procurement Officer's authority to act under this Article 9 or elsewhere in the
Contract Documents nor any decision made by the Procurement Officer in good faith either to exercise or
not exercise such authority shall give rise to any duty or responsibility of the Procurement Officer 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 Procurement Officer 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 Procurement Officer any duty or
authority to supervise or direct the furnishing or performance of the Work or any duty or authority to
undertake responsibility contrary to the Contract Documents.
ARTICLE 10 - CHANGES IN THE WORK
10.1 County Initiated Changes
10.1.1. The County may require, without notification to sureties, the Contractor to perform
changes, additions or deletions to the Work at anytime after execution of the Contract 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.
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10.1.3. The following procedure shall be followed for the County notifying the Contractor of
proposed County initiated changes. The Procurement Officer 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 Procurement Officer in his/her discretion has granted, shall
provide the Procurement Officer 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 Procurement Officer 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 Procurement Officer 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. f
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10.4.4. With respect to any differing site conditions, a Contractor Change Request shall be
submitted before the conditions are disturbed, but in no event more than ten (10) consecutive calendar
days after the conditions are first discovered.
10.4.5. With respect to delays, a Contractor Change Request shall be submitted as soon as the
Contractor has knowledge of the delay, but in no event more than ten (10) consecutive calendar days
therefrom.
10.4.6. With respect to any matters or circumstance which the Contractor believes would require
a change, including delays, a Contractor Change Request shall be submitted as soon as the Contractor has
knowledge of the matter or circumstance, but in no event more than ten (10) consecutive calendar days
after the Contractor becomes aware of such circumstance or matter.
10.5 Down Time:
The Contractor may be granted time extension for down time. No other compensation of any kind shall
be made to the Contractor for down time. Equipment failure, lack of adequate labor or tools or materials
to perform the Work shall not constitute down time.
10.6 Submittal Requirements and Waiver of Claims
10.6.1. If the Contractor does not submit a Contractor Change Request within the time required
above, any action by the Contractor related to such order, direction, instruction, interpretation,
determination, design error or omission, or other matter, including delays or differing site conditions, will
nett 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 Procurement Officer 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 Procurement Officer, in his/her discretion may have granted in
writing, it waives any claim for an adjustment in the Contract Price or Contract Time arising out of the act
or event described in the Contract Change Request.
10.6.3. If a Contractor Change Request is denied by the Procurement Officer, 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.
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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 the 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 Procurement Officer'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-((iQ%) 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 Procurement Officer. Failure of the Contractor to comply with all
requirements shall constitute a waiver of any claim for damages resulting from such delays.
11.3 Force Account Work.
11.3.1. In situations where the cost or time for performing a required change cannot be adequately
defined or agreed upon but the changed Work must proceed,the County may direct the Contractor to perform
the Work on a Equitable Adjustment basis. Adjustment shall be determined on the basis of reasonable
expenditures and savings of those performing the change in the Work including, in case of an increase in the
Contract Amount, an allowance for overhead and profit which shall not exceed the allowance described in
11.4.7 below. In such case,the Contractor shall keep and'present, in such form as the County may prescribe,
an itemized detailed accounting together with appropriate supporting data of all of the costs described in
Section 11.4.1 through Section 11.4.4 which clearly distinguishes the cost of changed Work from base
contract Work. Information which shall be required on these forms includes an itemization of all costs for
labor,materials and equipment rental and total costs to date for force account work. The Contractor shall /
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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 Procurement Officer which are signed by
the Contractor and the Procurement Officer. 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
y which cannot be easily segregated from the changed Work. The worker hours, equipment hours, and
materials installed shall be logged on the County's Daily Construction Log form for every day the Work is
performed.
11.4 Contract Sum Determination
11.4 In no event shall the charge or credit to the County associated with any change exceed the sum of the
following:
11.4.1. Direct Labor. Actual net direct increase or decrease in the cost of the Contractor's labor for
all work associated with the change. Contractor's labor shall be limited to Davis-Bacon Act work categories
or other labor (including salaried field personnel) that perform the individual change in Work full-time. For
shop work, the direct labor includes workers who work directly on the item being manufactured or operators
of equipment being used to handle items being manufactured.
11.4.2. Labor Burden. Contractor's actual costs for Workers Compensation and Liability insurance,
payroll taxes, social security and employees fringe benefits (including employer paid health insurance)
imposed on the basis of payrolls. This burden must reflect the variability of some burdens, i.e., social
security. The burden shall include all small tools which cost less than$200 apiece.
11.4.3. Direct Material, Supplies, Installed Equipment. Actual net direct cost of materials, supplies
and equipment incorporated in or consumed by the Work. If actual costs are not available, the cost shall be
the lowest commercially available price including all discounts and rebates and all applicable taxes. Cost
shall be based on buying the material, supplies and equipment in the largest practical quantity to receive
quantity discounts.
11.4.4. Equipment. Actual net cost to the Contractor of owned and/or rented equipment other than
small tools,to be determined using the following method(s):
11.4.4.1. Owned equipment operating costs shall be determined using accepted
industry standard forms and methods for "Owning and Operating Equipment" as described by the U.S.Army
Corps of Engineers(COE)in its latest edition of the "Construction Equipment Ownership and Operating.
Expense Schedule, Region V" (Document No. EP 1110-1-8,Volume 5).
11.4.4.2. Rental equipment costs shall be determined using actual invoiced rates less
all discounts for bare equipment rental. Operating costs will be determined based on rates in the above-cited
C.O.E.manual.
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 Procurement Officer 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.
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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.
11.4.7.2Two percent(2%)of Section 11.4.6 above to cover Contractor's and subcontractor's
overhead and profit for work performed by the Contractor or subcontractor.
11.4.7.3 Neither the Contractor nor any subcontractor,nor the County in the case of a credit,
will attempt to apply these percentage adjustments in a way which would pyramid either the cost or credit
because a subcontractor or subcontractors at any tier are involved.
11.4.8. Totals as Equitable Adjustment. The Contractor agrees that the total of the above constitutes
an equitable adjustment for any and all damages resulting from a change or due to delay or disruption caused
by the County. The Contractor's choice of idling and Down Time shall not constitute a County's cause for
delay or disruption.
11.5 Cost and Pricing Data
11.5.1. Certificate of Current Cost or Pricing Data. The Contractor shall submit a Certificate of
Current Cost or Pricing Data with any agreed upon Contract Price adjustment,but prior to the execution of a
Change Order for the work,in the following format:
Certificate of Current Cost and Pricing Data
This is to certify that,to the best of my knowledge and belief,the cost of pricing data
submitted in writing to the County in support of * are accurate,
complete,and current as of ** 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
Signature Date ***
*Identify the appropriate number of the Change Notice.
** Date when pricing negotiation's 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.
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11.5.2. Vendor Statements. The Contractor shall submit in support of all items which are not unit
prices or lump sum prices established by the Contract, statements by the affected vendors that the prices are
not in excess of those previously charged to the County or the supplier's regular commercial customers for the
same items.
11.5.3. Price Reductions for Defective Costs or Pricing Data. If it is later determined that pricing
adjustments to the Contract were not correct due to incomplete or inaccurate pricing data by the Contractor or
any subcontractor or supplier or that lower prices were readily available, the price shall be reduced
accordingly and the Contract modified by a Change Order.
11.6 Variation in Quantity of Unit Priced Items
Where the quantity of a unit-priced item in this Contract is an estimated quantity and the actual quantity of
the unit-priced item varies more than twenty_five percent (25%) above or below the estimated quantity, an
equitable adjustment in the Contract Price may be made by a written Change approved by the Contractor and
the Procurement Officer. 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 Proposal items,
provided that the total of such deletions does not exceed twentv fcve percent (25%) of the total Contract
Price, and such deletions will not justify an increase in other Proposal 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.
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13.1.3.2. Require all warranties to be executed,in writing,for the benefit of the
County,if directed by the Procurement Officer;or
13.1.3.3. Enforce all warranties for the benefit of the County,if directed by the
Procurement Officer.
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.
1. 13.1.4.2. When return,corrections,or replacement is required,transportation charges
and responsibility for the supplies and equipment while in transit shall be borne by the Contractor.
13.1.5. In addition to the foregoing, in the event that any single component in the Work experiences
failures during the warranty period such that the number of failures under normal service conditions exceeds
ten percent (10%) of the Work population of that component, the Contractor shall perform a design defects
analysis. If the analysis shows the component design to be defective, the component shall be redesigned, and
the entire population of that component shall be replaced and/or retrofitted.
13.1.6. Whenever there is a conflict between the warranties required by the Contract Documents and
the warranty provided by a Subcontractor,manufacturer or Supplier,the terms and conditions of the warranty
that affords the County the greatest protection shall be binding upon the Contractor.
13.1.7. The above warranties or other warranties agreed to by Contractor shall not limit the County's
rights under other provisions of this Article with respect to latent defects,gross mistakes,or fraud.
13.1.8. Neither the foregoing nor any provision in the Contract Documents, nor any special
guarantee time limit, shall be held to limit the Contractor's liability for defects, to less than the legal limit of
liability in accordance with the law of the place of building.
13.1.9. Any supplies or equipment, or parts thereof,corrected or furnished in replacement under this
Article, shall also be subject to the terms of the warranty provisions herein to the same extent as supplies and
equipment initially delivered. The warranty, with respect to supplies, equipment, or parts thereof, shall be (�
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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 Procurement Officer and the Procurement Officer'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 Procurement Officer timely Notice of Readiness of the Work for all
required tests, inspections,or approvals.
13.3.2. If any laws, ordinances, rules, regulations, code or order of any public body having
jurisdiction requires any Work (or part thereof) to specifically be inspected, tested or approved, the
Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish the
Procurement Officer 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 Procurement Officer'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 Procurement Officer.
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 Procurement Officer,it must be uncovered for observation. Such
uncovering and testing when required by the Procurement Officer shall be at the Contractor's expense.
13.3.5. Neither observations by the Procurement Officer 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 Procurement Officer it must, if
requested by the Procurement Officer, be uncovered for the Procurement Officer's observation and replaced
at the Contractor's expense.
13.4.2. If the Procurement Officer considers it necessary or advisable that covered Work be'
observed by the Procurement Officer or inspected or tested by others, the Contractor, at the Procurement
Officer's request, shall uncover, expose or otherwise make available for observation, inspection or testing as
the Procurement Officer 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,
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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.
13S 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 Procurement Officer 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 Procurement Officer 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 Procurement
Officer. If acceptance occurs after final payment, an appropriate amount shall be paid by Contractor to
County.
13.9 County May Correct Defective Work:
If the Contractor fails within ten (10) consecutive calendar days after written notice of the Procurement
Officer or the County to proceed to correct and to correct Defective Work or to remove and replace rejected
Work as required by the Procurement Officer or the County in accordance with paragraph 13.6., or if the
Contractor fails to perform the Work iri 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
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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.
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 Procurement Officer and the
'County, the schedule shall be incorporated into the form for Application for Partial Payment and such form
shall be subject to Procurement Officer's and the County's reasonable approval. The Contractor shall revise
the schedule of values if requested by the County. The Contractor may include on its Application for Partial
Payment, payment for materials stored at the construction site, provided that title to such materials will pass
to the County at the time of payment free and clear of all claims,security interests, and encumbrances.
14.2 Application for Progress Payments "
14.2.1 At least ten(10)days before each progress payment falls due (but not more often than once a
month), Contractor shall submit to the Procurement Officer 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
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V
Procurement Officer may reasonably require. Each subsequent Application for Partial Payment shall include
an affidavit of Contractor stating that all previous progress payments received on account of the Work have
been applied to discharge in full all of Contractor's obligations reflected in prior Applications for Partial
Payment. The amount of retainage with respect to progress payments will be as stipulated in the Agreement.
14.2.2 The determination of quantities of Work acceptably completed under the terms of the
Contract Documents will be made by the Procurement Officer 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 Procurement Officer. The Procurement Officer 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. Procurement Officer 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 Procurement Officer'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. Procurement Officer's recommendation of any payment requested in an Application for
Partial Payment will constitute a representation by Procurement Officer to County, based on Procurement
Officer's on-site observations of the Work in progress as an experienced and qualified design professional
and on Procurement Officer'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 Procurement Officer'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 Procurement Officer will not thereby be
deemed to have represented that exhaustive or continuous 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
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Procurement Officer 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. Procurement Officer 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 Procurement Officer'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 pse, Contractor shall, in writing to
County and Procurement Officer, certify that the entire Work is substantially complete and request that
Procurement Officer issue a Certificate of Substantial Completion. Within a reasonable time thereafter,
County, Contractor,and Procurement Officer shall make an inspection of the Work to determine the status of
completion. If Procurement Officer does not consider the Work substantially complete,Procurement Officer
will notify Contractor in writing giving his reasons therefor. If Procurement Officer considers the Work
substantially complete, Procurement Officer will prepare and deliver to County a tentative Certificate of
Substantial Completion. There shall be attached to the Certificate a punch list of items to be completed or
corrected before Project completion and final payment.
14.6 Partial Utilization:
Use by the County of any finished part of the Work, which has specifically been identified in the Contract
Documents, or which the County, the Procurement Officer 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 Procurement Officer that
said part of the Work is substantially complete.
14.7 Final Inspections:
Upon written notice from the Contractor that the entire Work or an agreed portion thereof is complete and all
punch list items have been completed, the County will make a final inspection with the Procurement Officer
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. /
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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 Procurement Officer may reasonably require together with complete and legally effective
releases or waivers (satisfactory to County) of all Claims arising out of or filed in connection with the
Work. In lieu thereof and as approved by County, Contractor may furnish receipts or releases in full; an
affidavit of Contractor that°releases and receipts include all labor, services, material and equipment for
which a Claim could be filed, and that all payrolls, material and equipment bills; and other indebtedness
connected with the Work for which County or its property might in any way be responsible, have been
paid or otherwise satisfied; and consent of the Surety, if any, to final payment. If Subcontractor,
manufacturer, fabricator, supplier or distributor fails to furnish a release or receipt in full, Contractor may
furnish a Bond or other collateral satisfactory to County to indemnify County against any Claim.
14.9 Settlement Date,Notice to Subcontractors,Acceptance and Final Payment.
14.9.1. If, on the basis of the Procurement Officer's observation of the Work during construction
and final inspection, and the Procurement Officer's review of the Final Application for Payment and
accompanying documentation - all as required by the Contract Documents, the Procurement Officer
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 Procurement Officer 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 Procurement Officer, nor
the issuance of a certificate of Substantial Completion, nor any payment by the County to the Contractor
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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 Procurement Officer 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 jmpractical and
extremely difficult to estimate accurately.Therefore, as part of the consideration for executing the Contract, it
is hereby agreed that the Contractor shall pay to the County the liquidated damage amounts specified in the
Agreement. This particular provision shall not be construed as a penalty upon said Contractor for failing
fully to complete said Work as agreed in the Proposal and Contract Documents nor is it intended, but as
Liquidated Damages to compensate the County for all costs incurred as a result of such breach of Contract.
14.11.4. DELAYS IN WORK COMPLETION OF CONSTRUCTION PHASE: Subject to the
terms of "Excusable Delays", as contained in Section 14.11.5. of the General Conditions, the Contractor
expressly agrees to pay the County as a reasonable estimate of just compensation for damages contemplated
with the clause, the amount set forth in the Liquidated Damages Form for each consecutive calendar day that
Substantial Completion is delayed in the Construction of the project.
14.11.5. EXCUSABLE DELAYS - FORCE MAJEURE: If, by reason of Force Majeure, any party
hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such
party shall give notice and full particulars of such Force Majeure in writing to the other party within a
reasonable time after occurrence of the event or cause relied upon,and the obligation of the party giving such
notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the
liability then claimed, but for no longer period, and any such party shall remove or overcome such inability
with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes,
lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the
United States or the State of Colorado or any political subdivision, except the County, or any civil or military
authority, insurrection, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods,
washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or
accidents to machinery, pipelines, or canals, or other causes not reasonably within the control of the party
claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely
within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure
shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by
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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 Days
used to complete the Work are directly attributable to any suspension, if the Contractor makes an approved
claim therefor as provided in Article 11. Other Work suspensions such as delayed start or phased
construction shall not entitle the Contractor to any compensation of payment or time.
15.2 County May Terminate:
Upon the occurrence of any one or more of the following events:
15.2.1. If the Contractor commences a voluntary case under any chapter of the Bankruptcy Code
(Title II, United States Code),as now or hereafter in effect, or if Contractor takes any equivalent or similar
action by filing a petition or otherwise under any other federal or state law in effect at such time relating to
the bankruptcy or insolvency;
15.2.2. If a petition is filed against Contractor under any chapter of the Bankruptcy Code as now or
hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief
against Contractor under any other federal or state law in effect at the time relating to bankruptcy or
insolvency;
15.2.3. If the Contractor makes a general assignment for the benefit of creditors;
15.2.4. If a trustee,receiver,custodian or agent of Contractor is appointed under applicable law or
under contract,whose appointment or authority to take charge of property of Contractor is for the purpose of
enforcing a Lien against such property or for the purpose of general administration of such property for the
benefit of Contractor's creditors;
15.2.5. If the Contractor admits in writing an inability to pay its debts generally as they become due;
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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 Procurement Officer; or,
152.9. If the Contractor otherwise violates in any substantial way any provisions of the Contract
Documents:
The County may, after giving the Contractor (and the surety, if there be one) seven (7) days written
notice and to the extent permitted by laws, ordinances, rules, regulations, or orders, terminate the services of
Contractor, exclude the Contractor from the site and take possession of the Work and of all the Contractor's
tools, appliances, construction equipment and machinery at the site and use the same to the full extent they
could be used by the Contractor(without liability to the Contractor for trespass or conversion),incorporate in
the Work all materials and equipment stored at the site or for which the County has paid the Contractor but
which are stored elsewhere, and finish the Work as the County may deem expedient. In such case the
Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid
balance of the Contract Price exceeds the direct, indirect and consequential costs of completing the Work
(including but not limited to fees and charges of engineers, architects, attorneys and other professionals and
court and arbitration costs) such excess will be paid to the Contractor. If such costs exceed such unpaid
balance, the Contractor shall pay the difference to the County. Such costs incurred by the County will be
approved as to reasonableness by the Procurement Officer and incorporated in a Change Order, but when
exercising any rights or remedies under this paragraph the County shall not be required to obtain the lowest
price for the Work performed.
15.2.10. Where the Contractor's services have been so terminated by the County, the termination
will not affect any rights or remedies of the County against the Contractor then existing or which may
thereafter accrue. Any retention or payment of moneys due the Contractor by the County will not release the
Contractor from liability.
15.2.11. Upon seven (7) days' written notice to the Contractor, the County may, without cause and
without prejudice to any other right or remedy, elect to abandon the Work and terminate the Contract. In
such case, the Contractor shall be paid for all Work executed and any expense sustained plus reasonable
termination expenses.
15.3 Contractor May Stop Work or Terminate:
If, through no act or fault of the Contractor, the Work is suspended for a period of more than ninety(90) days
by the County or under an order of court or other public authority, then the Contractor may, upon seven days
written notice to the County and the Procurement Officer, 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
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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 ov
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. The Contractor shall be, and shall perform as, an
independent the Contractor who agrees to use his best efforts to provide the Work on behalf of the County.
No agent, employee, or servant of the Contractor shall be, or shall be deemed to be, the employee, agent or
servant of the County. The County is interested only in the results obtained under the Contract Documents.
The manner and means of conducting the Work are under the sole control of the Contractor. None of the
benefits provided by the County to its employees including, but not limited to, worker's compensation
insurance and unemployment insurance, are available from the County to the employees, agents or servants
of the Contractor. The Contractor shall be solely and entirely responsible for its acts and for the acts of the
Contractor's agents, employees, servants and subcontractors during the performance of the Contract.
THE CONTRACTOR,AS AN INDEPENDENT CONTRACTOR, SHALL NOT BE ENTITLED TO
WORKERS' COMPENSATION BENEFITS AND SHALL BE OBLIGATED TO PAY FEDERAL
AND STATE INCOME TAX ON ANY MONEYS EARNED PURSUANT TO THE CONTRACT.
16.5 Audit and Records
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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) vears 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 Procurement Officer or a representative of the
County shall have the right to examine and audit all books, records, documents, and other data of the
Contractor (including computations and projections) related to negotiating, pricing or performing the
modification, in order to evaluate the accuracy, completeness, and currency of the cost and pricing data. In
the case of pricing any modification, the authorized representatives of the U.S. Department of Transportation,
and the State of Colorado shall have the same rights.
16.5.3. AVAILABILITY: The Contractor shall make available at its offices at all reasonable times
the materials described in the Contract Documents, for examination, audit, or 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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