HomeMy WebLinkAboutbocc.con.119.2003 CHECK LIST
FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR
SCANNING/ARCHIVING
Originating Department/Division: Pitkin County Public Works/Project Mans_.eement
Contact Person: Jodi Smith, Project Manaller
Phone #: 920-5396 or 618-3717
BOCC AGENDA ITEM (BOCC signature required)
T STAFF AUTHORIZED SIGNATURE (as per Procurement Code)
Check Contract Type: Dollar Amount:
STAFF AUTHOI~]~.~' / - '
Services SIGNATURE Intergovernmental Agreement
~Maintenance (Requires BOCC A ction)
~License/Use ~ Non Profit
Lease Quasi-Public
-~-~Construction ~Grant Agreements (Requires BOCCAction)
Purchase Other
Employment
Signatures Required: GOhlTI:~{3T
Under 25K - Department Head
25-50K - Department Head (if appropriate), Section Leader
Over 50 K - Department Head (if appropriate), Section Leader, County Manager
Contractor/Business (Complete Name): ~)Cd4~r~ 4~
Contract Start Date: ~- l ~ ~t ~t'~ Contract End Date: ~t.~
Automatic Renewal (Y/N):
AllContracts should be proofed for the following:
·No Pages Missing
· If a Page is Left Intentionally Blank - Note on Page
· Page numbered consecutively
· Ail Signatures Affixed
· Ail Dates Filled In
· Ail Other Blanks Filled In
· Ail Exhibits Attached
· Ail Legal Descriptions Attached (if appropriate)
· Notice of Award/Proceed Attached (if appropriate)
Sent to Clerk and Recorder for Scanning/Archiving
Staff Pets'afl
Signature~f authorized staff person indicates that document has been proofed and ready for scanning.
Note: Clerk's Office will keep original documents in compliance with Colorado
State Archives retainage schedule.
AUT OmZ ,O
SIGNATURE CONTRACT
PITKIN COUNTY CONSTRUCTION CONTRACT
AGREEMENT
THIS AGREEMENT. made this 15th day of May, 2003, by and between the County of
Pitkin, Colorado, a Colorado home-rule county, (hereinafter called the "County") and Balentine
Collection I ' -"
nternattonal, >3.> E. Hopkins Ave, Aspen, Colorado 81611 (970) 963-6648 (hereinafter
called the "Contractor").
RECITALS
A. The County intends to PITKIN COUNTY CARPET REPLACEMENT PROJECT,
hereinafter called the "Project", in accordance with the terms and conditions outlined in the
Contract Documents and the associated Plans and Specifications. EXHIBIT A
B. Contractor's Proposal was the most responsive proposal. EXHIBIT A
NOW, THEREFORE, the County and the Contractor, for the considerations hereinafter set
forth, agree as follows:
1. The Contractor agrees to furnish all supervisory labor, materials, equipment, tools,
and services necessary to complete in a workmanlike manner all tasks required within the scope of
work for the completion of the Project, in strict compliance with the contract documents herein
mentioned, which are made a part of this Contract.
2. Contract Time and Liquidated Damages. Work under this Agreement shall be
commenced by June 3, 2003 and shall be substantially completed bv August 30, 2003 and
punchlist completed fifteen (15) days thereafter, or the Contractor heret~y agrees to pay County
Liquidated Damages for delay (and not as a Penalty) in the amount of $ 100.00 per calendar day
for each day or part of a day the Project is not completed by the completion date here established.
The parties agree that actual damages for delay in completion is difficult or impossible to
accurately estimate at this time, that the sum stated is a reasonable forecast of fair compensation
for the anticipated damages for delay and that they genuinely intend to liquidate such damages.
3. Subcontractors. The Contractor agrees to bind every subcontractor by the terms of
the Contract Documents. The Contract Documents shall not be construed as creating any
contractual relationship between the subcontractor and the County.
4. Payment. The County agrees to pay, and the Contractor agrees to accept, in full
payment for the performance of this Contract, the total price of Fit'tv Seven Thousand, Four
Hundred Ninety Six Dollars and Twenty Two Cents {$57,496.22} 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-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 Cla~,Y~2q' 'l~
C. Request for Proposal;
D. Proposal;
E. Bond;
F. Notice of Award;
G. Notice to Proceed;
H. Specifications;
I. General Conditions;
J. Notice of Substantial Completion and Notice of Final Acceptance.
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 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 Presumption. This Agreement was negotiated and reviewed through the
mutual efforts of the parties hereto and the parties agree that no construction shall be made or
presumption shall arise for or against either party based on :my alleged unequal status of the parties
in the negotiation, review, or drafting of this Agreement.
11. Authorized Representative. The undersigned representative of Contractor, as an
inducement to the County to execute this Agreement, represents that he/she is an authorized
representative of Contractor for the purposes of executing this Agreement and that he/she has full
and complete authority to enter into this Agreement on behalf of Contractor.
12. Contractor's Representations.
A. In order to induce County to enter into this Agreement, Contractor makes
the following representations:
(1) Contractor has familiarized himself with the nature and extent of the
Contract Documents, work, locality, and with all local conditions and federal, state, and local laws,
ordinances, rules and regulations that in any manner may affect cost, progress, or performance of
Project.
(2) Contractor has carefully studied the site and has performed all
necessary investigations, tests, subsurface investigations to define the latent physical conditions of
[he construction site affecting cost, progress, or performance of Pro./ect.
(3) Contractor has made or caused to be made examinations,
investigations, and tests and studies of such reports and related data as he deems necessary for the
performance of Project at the Agreement Price, within the Contract time, and in accordance with
the other terms and conditions of the Contract Documents; and no additional examinations,
investigations, tests, reports, or similar data are or will be required by Contractor for such
purposes.
(4) Contractor has correlated the results of all such observations,
examinations, investigations, tests, reports and data with the terms and conditions of the Contract
Documents.
(5) Contractor has given Procurement Officer written notice of all
conflicts, errors, or discrepancies that he has discovered in the Contract Documents, and the
written resolution 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.
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 executed this Agreement as of the date first set out
herein above.
COUNTY OF PITKIN, COLORADO BALENTINE COLLECTION INTERNATIONAL
Brldgey~entme Date
533 E. Hopkins Ave
Aspen. Colorado 81611
MANAGER APPROVAL: SEC~~
Hilary Fl~l/cher Smith, C"~nty Manager Date ~t, Public Works zctor Date
RECOMMENDED FOR APPROVAL:
Jodi<m:Project~f,a~er Date - Templ~lasf. p~t; Deputy Director Date
NA NA
John Ely, County Attorney Date ~is Jewkes. Risk Management Date
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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
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
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 agree-
ment 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
sugstantially equal or greater value is received.
D. Kickbacks Prohibited. It shall be a breach of Contract for any payment, gratuity, or offer
of employment to be made by or on behalf of a subcontractor under a contract to the
prime contractor or higher tier subcontractor or any person associated therewith, as an
inducement for the award of a subcontract or order. The Contractor is prohibited from
inducing, by any means, any person employed under this Contract to give up any part of
the compensation to which he/she is otherwise entitled. The Contractor shall comply with
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 con-
spicuously 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) I~ educt 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/MBEAVBE).
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. '
- 7 ~
D. The Contractor will furnish all necessary information and reports and will permit access
to its books, records, and accounts by Pitkin County for purpose of investigation to
ascertain compliance with the nondiscrimination/affirmative action provisions of any
resultant contract.
E. Employment Data and Affirmative Action Plan. If requested, the Contractor agrees to
submit on an Employment Data Form to be provided by the County, the data showing the
utilization of disadvantaged persons, minorities and women by job category within its
organization. Where the Contractor has fifty (50) or more employees or it is participating
in contracts with the County which exceed Fifty-Thousand ($50,000.00) Dollars, an
Affirmative Action Plan must be submitted to the County when requested by the County
Attorney's Office within ten (10) days after selection.
F. Noncompliance. In the event of the Contractor's noncompliance with the
nondiscrimination/ affirmative action provisions of any resultant contract, Pitkin County
shall impose such contract sanctions as it may determine to be appropriate, including, but
not limited to:
(1) Withholding of payments under the Contract until the Contractor complies,
and/or
(2) Cancellation, termination, or suspension of the Contract, in whole or in
part.
4. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY
A. The performance of work under the Contract may be terminated by the County:
(1) Whenever the Contractor shall default in performance of this Contract in
accordance with its terms, and fails to cure or show cause why such failure to
perform should be excused within ten (10) days (or longer as the County may allow
or shorter, but not less than three (3) days, for failure to provide proof of insurance
or maintenance of any dangerous condition) after hand-deliver,v or mailing to the
Contractor of a notice specifying the default. If mailed, said notice shall be sent by
certified mail, return receipt requested, to the address specified herein for the
Contractor.
The Contractor shall not be in default by reasons of any failure in performance of
this Contract in accordance with its terms if such failure arises out of causes beyond
the control and without the fault or negligence of the Contractor. Such causes may
include, but are not restricted to, acts of God, natural disasters, strikes, or freight
embargoes, but in every case the failure to perform must be beyond the control and
without the fault or negligence of the Contractor. Upon request of the Contractor,
the County shall ascertain the facts and failure, and, if the County shall determine
that any failure to perform constituted a valid commercial excuse, the performance
shall be revised accordingly and notice of default withdrawn; or
(2') Whenever for any reason and in its sole discretion the County shall determine that
such termination is in its best interest and convenience. ~
B. Notice of Termination. In the event of termination for the convenience of the County, the
County shall deliver to the Contractor a written notice of termination, specifying the
reasons therefor, and the effective date of such termination. The effective date shall not
be earlier than the date of hand-delivery or the date of mailing of the notice, plus three (3)
business days. The notice of termination shall be sent regular first-class mail to the
address of the Contractor herein provided.
C. Tm'ruination Procedure. After the effective date of the notice of termination for default or
for the convenience of the County, unless otherwise directed by the County. the
Contractor shall: ·
(1) Stop work under the Contract on the date specified in the notice of termination.
(2) Place no further orders for materials, services or facilities.
(3) Terminate all orders and subcontractors to the extent that they relate to the
performance of work terminated by the notice of termination.
(4) With the approval or ratification of the County, settle all outstanding liabilities and
all claims arising out of such termination on orders or subcontracts, the cost of
which would be compensable or reimbursable in whole or in part in accordance
with this Contract.
D. Termination Payment. After the effective date of a notice of termination for the
convenience of the County, the Contractor shall submit to the County his termination
claim in the form of a final invoice in accordance with the provisions in "Method of
Payment," including costs incurred to the date of termination, and costs incurred because
of termination, which termination costs shall not exceed 10% of the total amount of
proposal; provided, however, that in the event of default by the Contractor, no extra costs
incurred because of termination shall be paid to the Contractor and any costs paid shall
not be a waiver of any claim, counterclaim or set-off by the County against the Contractor
on account of any default. Such claim must be submitted promptly, but in no event later
than thirty (30) days from the effective date of termination, unless one or more extensions
are granted in writing by the County. Upon the Contractor's failure to submit a claim in
the time allowed, the County may review the information available to it and determine the
amount due the Contractor, if any, and pay the Contractor the amount as determined.
E. Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may
negotiate the whole or any part of the amount or amounts to be paid, upon termination for
default or tbr 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 ~f 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_ 9 -this decision in writing to t~e Countv.. Such appeal
must be made within twentv (20) days of receipt in writing of the County's
determination. The County shail have twenty (20) days in which to respond in writing to
the appeal. The County's response shall be final and conclusive unless within thirty (30)
days from the date of receipt of such response the Contractor submits the dispute to a
court of competent jurisdiction or submits a demand for arbitration if required by the
Contract Documents.
5. INTEGRATION AND MODIFICATION
A. This Contract constitutes the full and complete agreement of the parties and supersedes or
incorporates any prior written and oral agreements of the parties. In addition, the
Contractor understands that unless the contract is for goods or services of a value less
than $25,000, no County official or employee, other than the Board of County
Commissioners acting as a body at a Board meeting, has authority to enter into a contract
or to modify the terms of this contract on behalf of the County. Any such contract or
modification to this contract must be in writing and be executed by the parties hereto.
B. With respect to change orders under the Contract, the County and the Contractor shall
process and approve/disapprove requests for change orders as otherwise provided in this
Contract, subject to the requirements of the Procurement Code and the Finance Office.
6. INDEMNITY
A. The Contractor (including, by definition here and hereinafter, its officials, employees,
agents and representatives, subcontractors and suppliers), shall and hereby does release,
discharge, indemnify and hold harmless the County of Pitkin and its officials, employees,
agents and representatives from and against liability for any claim, demand, loss,
damages, penalty, judgment, expenses, costs (including costs of investigation and
defense), fees (including reasonable attorney and expert witness fees) or compensation in
any form or kind whatsoever for any bodily injury, death, personal injury or property
damage arising out of or in connection with any negligent act, intentional act, error or
omission by the Contractor, and for any consequential liability alleged to accrue against
the County on account of the Contractor's acts, errors or omissions; provided, however,
that such indemnity shall not be construed as an indemnity for bodily injury or property
damage arising from the sole negligence of the County or its employees.
B. The Contractor further shall investigate, process, respond to, adjust, provide defense for
and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense
and shall bear all other costs and expenses related thereto, even if the claim, demand or
lawsuit is groundless, false or fraudulent.
7. INSURANCE
A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual
relationship with the County such insurance policies, from companies licensed in the
State of Colorado, as will protect itself, the County 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 t'ollowing insurance coverage,
at or above the limits indicated and including such endorsements as are indicated by an
"X", are required:
(1) Statutory Workers' Compensation: Colorado statutory minimums ~
(2)Commercial General Liability - ISO 1998 Form or equivalent
(County must be named as additional insured)
Each Occurrence Limit $1,000,000.00
General Aggregate Limit $2,01)0,000.00
Products/Completed Operations Aggregate Limit $2,000,000.(10
Comprehensive Form (All risks) to include:
X Premises/Operations
Underground, Explosion & Collapse Hazard
X Products/Completed Operations
X Contractual Liability
X Independent Contractors and Subcontractors
X Broad Form Property Damage
X Personal lnjury
(3)Business Auto Coverage:
Combined Single Limit Liability (each accident) $1,000,000.00
Coverage to include:
X Any Auto
All Owned Autos
Hired Autos
Non-Owned Autos
Garage Liability
(4)Special Coverages (check as appropriate):
X (1) Performance Bond 100% of contract
Labor and Material 100% of contract
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
C/o Jodi Smith. County Project Manager
76 Service Center Road
Aspen, Colorado 8161 I
Fax - 97(I-920-5374
t3. 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 Procurement Officer
no later than ten (il)) calendar days prior to commencement of operations affecting the
County. Failure to file or maintain ~mc:emable 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 coverages, reserves established on account of such claims, defense
costs expended and amounts remaining on policy limits.
C. In addition, these Certificates of Insurance shall contain the following clauses:
(1) The clause "other insurance provisions," in a policy in which the County of Pitkin
holds a Certificate, shall not apply to the County of Pitkin.
(2) The insurance companies issuing the policy or policies hereunder shall have no
recourse against the County of Pitkin for payment of any premiums or for
assessments under any form of policy.
(3) Any and all deductibles in the above-described insurance policies shall be assumed
by and be for the amount of, and at the sole expense of the Contractor.
(4) Location of operations shall be: "all operations and locations at which work for the
referenced Project is being done."
D. Certificates of Insurance for all renewal policies, shall be delivered to the 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 Taxes or Colorado State or local sales or use taxes. Pitkin County
is exempt from such taxes under registration numbers 98-02624 and 84-78000-5K.
B. Pursuant to state statute and to the extent permitted by law, Colorado labor shall be
employed to perform the work to the extent of not less than eighty percent (80%) of each
type or class of labor employed on such project; except for highway construction, which
is subject to C.R.S. 43-2-208, which provides that all laborers shall be bona fide residents
of Colorado with a preference to residents of the County where the work is performed.
C. Preference is given, to the extent permitted by law, to: materials, supplies and provisions
produced, manufactured or grown in Colorado, quality being at least equal to materials,
supplies and provisions from outside the state; and to local (Roaring Fork Valley) services
and labor of quality at least equal to non-local services and labor.
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9. RECORDS
The Contractor shall maintain comprehensive, complete and accurate books, records, and
documents concerning its performance relating to this Project for a period of three (3)
years after final payment on the Project and the County shall have the right within the
three-year period to inspect and audit these books, records and documents, upon demand,
in a reasonable manner and at reasonable times, for the purpose of determining, by
accepted accounting and auditing standards, compliance with all provisions of the
Contract and applicable law.
10. SUCCESSORS AND ASSIGNS
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, agree-
ments or conditions herein contained.
12. AGREEMENT MADE IN COLORADO
The parties agree that this Agreement was made in accordance with the laws of the State
of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of
Pitkin County, Colorado.
13. ATTORNEY'S FEES
In the event that legal action is necessary to enforce any of the provisions of this Agreement,
the prevailing party shall be entitled to its costs and reasonable attorney's fees.
14-. NOTICES
Unless otherwise provided in the Contract Documents, all notices under the Agreement
shall be sent certified mail, return receipt requested, and shall be effective upon receipt or
three (3) business days after mailing, whichever is first.
15. GOVERNMENTAL IMMUNITY
Contractor agrees and understands that Pitkin County is relying on and does not waive, by
any provision of this Agreement, the monetary limitations or terms (presently
$150,000.00 per person and $600,000 per occurrence) or any other rights, immunities,
and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et.
seq., C.R.S., as from time to time amended, or otherxvise available to Pitkin County-~r
any of its officers, agents or employees. Further, nothing in these Required Clause or any
other Contract Document shall tie construed or interpreted to require or provide for
indemnification of the Contracto~_~,§~_he County for any injury to any person or any ~q
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.
NOTICE TO PROCEED
DATE:
TO: Balentine Collection International
533 E. Hopkins Ave
Aspen, Colorado 81611
(970) 963-6648
(970) 963-6649
FROM: Pitkin County
Jodi Smith, Project Manager
76 Service Center Road
Aspen CO 81611
You are hereby authorized to proceed on or within ten
(10) consecutive calendar day thereafter, with the work covered by the Contract Documents titled:
PITKIN COUNTY CARPET REPLACEMENT PROJECT for the sum of Fifty Seven
Thousand, Four Hundred Ninety Six Dollars and Twenty Two Cents ($57,496.22).
All required permitting should be approved and on site prior to commencement of work.
By:
Jodi Smith. County Project Manager
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 PITKIN COUNTY CARPET REPLACEMENT PROJECT, hereinafter the
"Project," to Balentine Collection International, 533 E. Hopkins Ave, Aspen, Colorado 81611
(970) 963-6648, hereinafter the "Contractor," on ,2003.
Any person, co-partnership, association of persons, company or corporation that has furnished
labor, materials, team hire, sustenance, provisions, provender, or other supplies used or consumed
by the Contractor or his subcontractors in or about the performance of the work contracted to be
done or that supplies rental machinery, tools, or equipment to the extent used in the prosecution of
the work, whose claim therefor has not been paid by the Contractor or his subcontractors shall file
with the Board written verified notice of such claims at any time up to and including the time of
final settlement first stated above or forever waive any and all claims, without limitation, pursuant
to 1973 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
c/o Jodi Smith. County Project Manager
76 Service Center Road
Aspen, CO 81()11
CERTIFICATE OF SUBSTANTIAL COMPLETION
Project Name: PITKIN COUNTY CARPET REPLACEMENT PROJECT
Contractor: Balentine Collection International, 533 E. Hopkins Ave, Aspen, Colorado 81611
Contract Date: May 10, 2003
Contract for carpet replacement in the Pitkin County Jail, Communications Center, Records
Department and the Clerks Office and main level of the Courthouse Plaza Building.
Project shall include carpet removal and installation in the Pitkin County Jail (inmate area,
booking, work release), Communications Center, Records, Breakroom, Clerk & Recorders Office,
Commissioners Meeting Room and the Housing Office.
Definition 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.
Date of Substantial Completion: (Insert date)
The work performed under the above-referenced Contract has be inspected by authorized
representatives of Pitkin County and (Contractor), and the Pitkin County Carpet Replacement
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 Pro.iect Manager
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 Contractor:
Exceptions to guarantees and warranties:
-17-
NOTICE OF FINAL ACCEPTANCE
Project: PITKIN COUNTY CARPET REPLACEMENT PROJECT
Contract Date: May 15, 2003
Contractor: Balentine Collection International, 533 E. Hopkins Ave, Aspen, Colorado 81611
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 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:
.Iodi Smith. Cot nty Project Manager
Contractor: Date:
PITI, kIN COUNTY, COLORADO
GENERAL CONDITIONS
FOR
CONSTRUCTION CONTRACTS
(Version GC-99-1) updated 2/26/02
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 o Availability of Lands, Physical Conditions, Reference Points.
4.1. Availability of Lands
4.2. Physical Conditions
4.2.1. Exploration and Reports
4 .....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 - 1 9 ~
5.3. Contractor's Insurance
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
[0.2. Written Notice of Change
1( .~. Change Order
10.4. Contractor Change Request
10.5. DownTime4 - 2 0 -
10.6. Submittal Requirements and Waiver of Claims
Article 11 - Changes of Contract Price or Contract Time.
11.1. Contract Price Adjustments
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 _ 2 1 -
14.11. Liquidated Damages
Time for Completion
Time is of the Essence to the Agreement
Liquidated Damages
Delays in Work Completion of Construction Phase
Excusable Delays - Force Majeure
Cumulative Remedy
14.12 Waiver of Claims
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 the Contractor. In the event of conflict or inconsistency among the
Contract Documents, the order of precedence set forth in the Contract for Construction shall
govern the interpretation of the Contract between the County and the Contractor. Words and
abbreviations which have well-known technical or trade meanings are used in the Contract
Documents in accordance with their recognized meanings, provided however that those terms
required to be defined in the Proposal by the Contractor shall have the meaning given to them in
the Proposal to the extent that they are not in conflict with any other part or term of the Contract
Documents.
ARTICLE 1 - ABBREVIATIONS AND DEFINITIONS
1,1. Whenever the words, forms, or phrases defined herein, or pronouns used in their place
occur in the Contract Documents, the intent and meaning shall be interpreted as follows:
AASHTO American Association of State Highway and Transportation Officials
AIA An~erican Insurance Association ~'}
AISI American Iron and Steel Ins~_it~t~ .
ANSI American National Standards Institute (formerly ASA and USASI)
ASCE American Society of Civil Engineers
ASME American Society of Mechanical Engineers
ASTM American Society for Testing and Materials
AWG American Wire Gauge
AWS American Welding Society
BAFO Best and Final Offer
CDOT Department of Transportation, State of Colorado
DHA Detailed Hazards Analysis
EBD Escrow Bid Documents
EIA Electronic Industries Association
EPA United States Environmental Protection Agency
FCC Federal Communications Commission
FHWA Federal Highway Administration
FTA Federal Transit Administration
HVAC Heating, Ventilation, and Air Conditioning
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.
-23-
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.
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 nc~t ~-onform to the Contract Documents~ or does not -24
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 bv the County at
Substantial Completion in accordance with paragraph 14.5 or 114.6).
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, roles, regulations, ordinances, procurement
code and/or orders.
Notice of Award - The written notice by the County to the apparent successful proposer stating
that upon compliance by the apparent successful proposer with the conditions precedent
enumerated therein, within the time specified, the County will sign and deliver the Contract.
Notice to Proceed - A written notice given by the County to the Contractor fixing the date on
which the Contract Time will commence to run and on which Contractor shall start to perform
Contractor's obligations under the Contract Documents.
Partial Utilization - Placing a portion of the Work in service for the purpose for which it is
intended (or a related purpose) before reaching Substantial Completion for all the Work.
Procurement Code - Section 8.5 of the Pitkin County Home Rule Charter, Resolution No. 82-37,
April 12, 1982.
Progress Pay Estimate - A form furnished by the 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 identif, i~dsa? 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 with any
other Sub-contractor for the performance of a part of the Work at the site.
Substantial Completion - The Work (or a specified part thereof) has progressed to the point
where, in the opinion of the 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 "substantially complete" and
"substantially completed" as applied to any Work refer to Substantial Completion thereof.
Special Conditions or Special Provisions - The part of the Contract Documents which amends or
supplements these General Conditions.
Supplier - A manufacturer, fabricator, supplier, distributor, 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
Documems~ signed by the Countv and the Contractor on or a£ter 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.
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:
-27- ~
2.5.1.1. An estimated progress schedule indicating the starting and completion dates of the
various stages of the Work;
2.5.1.2. A preliminary schedule of Shop Drawing submissions; and
2.5.1.3. Quality Control and Quality Assurance (QC/OA) 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:
The Contract Documents comprise the entire agreement between the County and the Contractor
concerning the Work. The Contract Documents are complementary; what is called for by one is as
binding as if called for by all.
3.1.1. It is the intent of the Contract Documents to describe a functionally complete Project (or
part thereof) to be constructed in accordance with the Contract Documents. Any Work, materials
or equipment that may reasonably be inferred from the Contract Documents as being required to
produce the intended result will be supplied whether or not specifically called for. Reference to
standard specifications, manuals or codes of any technical society, organization or association, or
to the Laws or Regulations of any governmental authority, whether such reference be specific or
by implication, shall mean the latest standard specification, manual, code or Laws or Regulations
in effect at the time of opening of 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 thc Contract Documents, nor ';hall it be effective to assign to the
Procurement Officer, or any of the Procur~esn[ Officer's consultants, agents or employees, any
duty or authority to supervise or direct the furnishing or peribrmance 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 i:
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 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, by virtue of this paragraph, be
relieved from exercising ordinary skill and competence with respect to reliance upon the accuracy
of the technical data contained in such reports.
4.2.2. EXISTING STRUCTURES: Reference is made to the Special Conditions for identification
of those drawings of physical conditions in or relating to existing surface and subsurface structures
(except Underground Facilities referred to in paragraph 4.3) which are at or contiguous to the site
that have been utilized by the 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.
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 Se?~nd~_4.~.,2. The Contractor shall meet with and obtain
approval from the Procurement Officer or his/her designee prior to implementing any such change
in thc Work.
4.3 Physical Conditions - Underground Facilities:
4.3.1. SHOWN OR INDICATED: The information and data shown or indicated in the Contract
Documents with respect to existing Underground Facilities at or contiguous to the site is based on
information and data furnished to the County or the 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 ?rovided in paragraph 6.16.1. The Contractor shall be allowed an
increase in the Contract Price or an extension of the Contract Time, or both, to the extent that they
are attributable to the existence of any Underground Facility that was not shown or indicated in the
Contract Documents and of which the Contractor could not reasonably have been expected to be
aware of such Underground Facility and subject to acceptance and approval by the 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 withcmt 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 the State of Colorado.
4.5 Protection and Restoration of Proper~ ~nld_Landscape: 5
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 manner or method of executing the Work, or at any time due to defective Work
or materials, and said responsibility shall not be released until the project shall have been
completed and accepted.
4.5.3. When or where any direct or indirect damage or injury is done to public or private
property by or on account of any act, omission, neglect, or misconduct by the Contractor in the
execution of the Work, or in consequence of the non-execution thereof by the Contractor, he shall
restore, at his own expense, such property to a condition similar or equal to that existing before
such damage or injury was done, by repairing, rebuilding, or otherwise restoring as may be
directed, or he shall make good such damage or injury in an acceptable manner.
4.5.4. State Highway 82, State Highway 133 and the County roads within the County are
viewed by the County as a.community asset. The County, therefore, desires to save all vegetation
and other environmental features except for those which have been specifically identified for
removal in the Contract Documents.
4.5.5. Materials storage, equipment parking, vehicle parking and stockpiling excavated
materials shall be allowed only in those areas designated by the 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 destruction of unmarked trees or shrubs which could reasonably have been
saved shall therefore be subject to the provisions these General Conditions.
4.5.7. If the fence, staking or marking is 'knocked down or destroyed by the Contractor, the
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
_ bv the Contractor at his/her expense, tf the County is
responsible, then the replanting shall be done3 2 -
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.
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 C,mtractor, 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. 3
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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 Proiect 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.
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. i, Contractor shall within five days thereafter substitute another Bond
and Surety, both of which must be acceptable to the County.
5.2 Indemnification:
The Contractor agrees to indemnify and hold harmless the County as set forth in the County's
Required Clauses, paragraph 6. '
5.3 Contractor's Insurance:
5.3.1. The Contractor agrees to procure and maintain, at its own expense, a policy ore
policies of insurance as specified in paragraph 7 of the Required Clauses.
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5.3.2. Contractor shall cause any Subcontractor of the Contractor to procure and maintain,
the minimum insurance coverages listed in the Required Clauses, paragraph 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 for quality and scope and shall be performed by the
entities and persons, Subcontractors and specific personnel identified in the Contractor's Proposal
in accordance with their respective degrees of participation provided and represented to County.
Other construction services shall be performed by qualified construction Subcontractors and
Suppliers, selected and paid by the Contractor. Nothing contained in the Contract Documents shall
be construed to create any obligation or contractual liability running from the County to any of
these persons or entities.
6.2 Supervision and Superintendence:
6.2.1. The Contractor shall supervise and direct the Work competently and efficiently
devoting such attention thereto and applying such skills and expertise as may be necessary to
perform the Work in accordance with the Contract Documents. The Contractor shall be solely
responsible for the means, methods, techniques, sequences and procedures of construction. The
Contractor shall be responsible to see that the finished Work complies accurately with the Contract
Documents.
6.2.2. The Contractor shall keep on the Work at all times during its progress a competent
resident superintendent, who shall not be replaced without written notice to the County and the
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
C~)ntractor 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 ir 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, waterl
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 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, he similar and of equal substance to that specified and be suited to
the same use as that specified. The application will state that the evaluation and acceptance of the
proposed substitute will not prejudice the Contractor's achievement of Substantial Completion on
time, whether or not acceptance of the substitute for use in the Work will require a change in any
of the Contract Documents (or in the provisions of any other direct contract with the Countv for
work on the Project) to adapt the design to the proposed substitute and whether orr 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 lhe ~roposed substitute from that specified will b~
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 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 tl, )ther 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 Ct'ricer
for all acts and omissions of the Subcontractors. Suppliers and other persons and organization~ -3-/-
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 anvone 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.
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 ,,viii be authorized by one of the methods indicated in
paragraph 3.4. If the Contractor performs _an3vSWork_ knowing or having reason to know that it
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
provi,i:d 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
Col~,rado 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 ~f 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: ~1~ -39-
The Contractor shall maintain in a safe place at the site one record cop.,,' 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 notifv 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 anv
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 safetv 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_in4writing0 _ by Contractor or Count),.
6.16.4. Contractor has the affirmative duty of ensuring compliance with all Occupational
Safety and Health Administration (OSHA) regulations, of designating a representative who is a
competent person for purposes of identifying existing or predictable hazards at the site, of
providing required safety instruction for Contractor's Subcontractors and employees, and of
immediately taking precautionary measures when necessary and remedying all identified OSHA
violations. Daily, and other, inspections of the work site, including 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 ~ttention 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 main::fin all necessary barricades, signs, danger signals and
lights to protect the Work and the safety of the public. Co~ tractor shall comply with the provisions
of any and all applicable Traffic Safety Manuals which may be published by a govermnental 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
dam:tge 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 Pro}ect shall have been accepted.
6.17 Emergencies:- 41 - ~/
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:
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 tbr review and approval of each
such variation.
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
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corrections required bv the Procurement Officer, and shall return the required number of corrected
copies of Shop Drax~ings 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.
6.18.8. The cost of furnishing all Shop Drawings and Samples shall be borne by
Contractor.
6.19 Mechanicsr 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 an,,'
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
anv and all claims or liens and actions brought or judgments rendered, and from and against any
an~t 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 o; indirectlv 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
thirtx, (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
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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 Len (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 distribution, (c) temporary closures, (d) temporary heat, (e) hoists and
temporary cranes, (f) temporary roads and paving, (g) construction aids and miscellaneous
facilities, (h) temporary power distribution, (i) temporary lighting, (j) temporary toilet facilities.
All operations of the Contractor, including storage of materials, upon the County's premises shall
be confined to areas authorized or approved by County in writing. Temporary buildings, storage
sheds, shops, offices, may be erected by the Contractor only with the written approval of the
County and shall be built or provided with labor and materials furnished by the Contractor without
expense to the County. Such temporary buildings and utilities shall remain the property of the
Contractor and shall be removed by it at its expense upon completion of the Work.
6.21.2. Unless otherwise directed in the Supplementary Conditions, the Contractor will
furnish and set construction stakes establishing all lines, grades, measurements necessary for the
proper execution of the Work contracted for under these Specifications. The County will provide
basis horizontal and vertical control. If construction surveys are provided by the County, the
Contractor shall request that 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 afler initial placement, will be replaced at
Contractor's expense at the current billable rate for a three-person survey crew unless the stake: ~
were removed or destroyed by causes beyond the Contractor's control. Said cost mav be deducted
from any funds due the Contractor.
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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
sl~,all 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.l. The County may perform other work related to the Project at the site by the
County's own forces, have other work performed by utility owners or let other direct contracts
therefor which shall contain General Conditions similar to these. The Contractor shall perform and
coordinate his/her activities with other Contractors to avoid conflict and minimize disruptions.
7.1.2. The Contractor shall affOrd each utility owner and other contractor who is a party to
such a direct contract (or the County if the County is performing the additional work with the
County's employees) proper and safe access to the site and a reasonable opportunity for the
introduction and storage of materials and equipment and the execution of such work, and shall
properly connect and coordinate the Work with theirs. The Contractor shall do all cutting, fitting
and patching of the Work that may be required to make its several parts come together properly
and integrate with such other work. The Contractor shall not endanger any work of others by
cutting, excavating or other,xise altering their work and will only cut or alter their work with the
written consent of Procurement Officer and tSe 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 thc 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, def~:cts 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 Contr:~ctor's Work except for latent or non-apparent defects and
deficiencies in the other work.
7.2 Coordination: -45- q
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
mav be itemized, and the extent of such authority and respon~sibilities may ge 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 the County's representative during the construction period unless
County shall designate in writing another representative. The duties and responsibilities and the
limitations of authority of the 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 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 obsen, ations, 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
an3, such Resident Pro.ject Representative and assistants will be to ensure conformance of work ,~
-4.6-
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 l¥om 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 !,1 and 12 in respect to changes in the Contract Price or Contract
Time shall be referred initially 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. Writlen notice of each such claim, dispute and other matter by the
Contractor will be delivered to thc 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, m ti
submitted to the Procurement Officer within sixty (60) davs. 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 mav otherwise have under
the Contract Documents or at law in respect of any such claim, dispute or ~)ther matter. The
Countv 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 9.8.1. 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 Countv shall be final subject to review by the Pitkin
County District Court in Pitkin County, Colorado. 15ending 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
pertbrmance 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.lA. 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.
I_0.1_.2. The Contractor shah 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.
-48- ~
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 desien 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 Conlract 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 lhe action or event which the Contractor believes may require an extension in time or
price. The Contractor shall also provide descriptions of possible Contractor actions or solutions to
minimize the cost of the Contractor Change Request and, provide an estimate of the adjustment in
the Contract Price and/or Contract Time which it believes is appropriate.
10.4.3. With respect to orders, instructions, directives, interpretations, determinations, or
the discovery of any errors or omissions in the Contract Documents, a Contractor Change Request
shall be submitted before the Contractor acts on them, but in no event more than ten (10)
consecutive calendar days after they were received or discovered.
10.4.4. With respect to any differing site conditions, a Contractor Change Request shall be
submitted before the conditions are disturbed, but in no event more than ten (10) consecutive
calendar days after the conditions are first discovered.
10.4.5. With respect to delays, a Contractor Change Request shall be submitted as soon as
the Contractor has knowledge of the delay, but in no event more than ten (10) consecutive
calendar days therefrom.
10.4.6. With respect to any matters or circumstance which the Contractor believes would
require a change, including delays, a Contractor Change Request shall be submitted as soon as the
Contractor has knowledge of the matter or circumstance, but in no event more than ten (10)
consecutive calendar days after the Contractor becomes aware of such circumstance or matter.
10.5 Down Time:
The Contractor may be granted time extension for down time. No other compensation of any kind
shall be made to the Contractor for down time. Equipment failure, lack of adequate labor or tools
or materials to perform the Work shall not constitute down time.
10.6 Submittal Requirements and Waiver of Claims
10.6.1. If the Contractor does not submit a Contractor Change Request within the time
required above, any action by the Contractor related to such order, direction, instruction,
interpretation, determination, design error or omission, or other matter, including delays or
differing site conditions, will not be considered by the County as a change to the Work and the
Contractor waives any claim for an adjustment on the Contract Price or the Contract Time.
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.
1_0.6.3. 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.
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 co~:ditions, any day in which the
Contractor is able to work x/xt~, percent (60%) or more of its scheduled work force shall not be
counted as an abnormal weather day for purposes of calculating weather related time extensions.
11.2.4. The Contractor agrees that delays resulting from any causes other than acts or
omissions of the County, its employees, agents or officials shall be considered fully compensated by a
time extension only and a~ees 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 f the
Contractor, its employees or agents. J,,~,
-51 -
11.2.5. If the Contractor believes that it has suffered delays in performing the Work that are
caused bv 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 an 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, mater/als and equipment
rental and total costs to date for force account work. The Contractor shall include hours worked, rates
of pay, names and job classifications for all workers and size, type, identification number, rental rate
and hours of operation for equipment.
11.3.2. Unless otherwise provided in the Contract Documents, costs for the purposes of
Equitable Adjustment Work shall be itemized daily on forms provided by the 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, unsatisfactorv Work or Work
which may be performed concurrently with the changed Work and which cannot be ~asily 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.
1114.4. 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. Equipment shall be obtained from the nearest available source. When the
least expensive methods are used, then costs shown in the actual invoice will be the basis for pricing.
11.4.5. Bonds, Insurance, Permits and Taxes. Actual increases or decreases in the cost of
premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work.
11.4.6. Subcontract Costs. Net cost of subcontractor work at any tier, provided that the cost of
the subcontractor is determined in accordance with the above requirements. When possible, the
Contractor shall obtain quotes from two or more subcontractors.
11.4.7. Overhead and Profit.
11.4.7.1 Ten percent (10%) of the sum of Section 11.4.1 through Section 11.4.5
above, to cover a profit for Work performed by that Contractor or subcontractor.
11.4.7.2 Two percent (2%) of Section 11.4.6 above to cover Contractor's and
subcontractor's overhead and profit for work performed by the Contractor or subcontractor.
11.4.7.3 Neither the Contractor nor any subcontractor, nor the County in the
case of a credit, will attempt to apply these percentage adjustments in a way which would pyramid
either the cost or credit because a subcontractor or subcontractors at any tier are involved.
11.4.8. Totals as Equitable Adiustment. 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 Countx,'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
Sigmature Date ***
· Identi~ the appropriate number of the Change Notice.
· * Date when pricing negotiationx were concluded andprice agreement was reached.
· ** Date of signing, which shouM be as close aspracticable to the date when theprice
negotiations were concluded and price agreement reached.
11.5.2. Vendor Statements. The Contractor shall submit in support of all items which are not
unit prices or lump sum prices established by the Contract, statements by the affected vendors that the
prices are not in excess of those previously charged to the County or the supplier's regular commercial
customers for the same items.
11.5.3. Price Reductions for Defective Costs or Pricing Data. If it is later determined that
pricing adjustments to the Contract were not correct due to incomplete or inaccurate pricing data by
the Contractor or any subcontractor or supplier or that lower prices were readily available, the price
shall be reduced accordingly and the Contract modified by a Change Order.
11.6 Variation in Quantity of Unit Priced lterns
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 twenn,-fve 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 rwenn,-/ive
percent (125%) or below seventv-fve percent (75%) of the estimated quantity. The County at any
time alter the award of the Contract, may delete Proposal items, provided that the total of such
deletions does not exceed twom, five 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 wr/ting, an
extension of time only.
ARTICLE 12 - Reserved ,~4
ARTICLE 13 WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS:
CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK
13.1 Warran~
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%, manufacturer's, or Supplier's, standard warranty
exceeds the minimum County requirements as set forth in this Article or elsewhere in the Contract
Documents, the Subcontractor's, manufacturer,s, or Supplier's standard warranty shall apply.
13.1.3.2. Require all warranties to be executed, in writing, for the benefit of the
County, if directed by the 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
detects 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 conibrmance with the Technical Specifications and Contract(~r'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_/ive (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 alter 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 ma5, proceed to
make corrections or accomplish the Contractor's performance bv the mosi expeditious means
available, the cost of cover or correction shall be charged to the Contractor.
13.1.4.1. The preservation, packaging, packing, and marking, and the
preparation for, and method of, shipment of such equipment shall conform with the requirements of
the Contract Documents.
13.1.4.2. When return, corrections, or replacement is required, transportation
charges and responsibility for the supplies and equipment while in transit shall be b0me bv 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 redesi=oned, 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 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 representanves 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:
t ~
3.o.1. The Contractor shall cooperate with material testing persons and firms, and lbr
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 tbr all required tests, inspections, or approvals. #~1
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 anti 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
conducl 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, role,
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 Proc',~rement 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, indirect and consequential costs of such uncovering, exposure,
observation, inspection and testing and of satisfactory reconstruction, (including but not limited to
fees and charges of engineers, architects, attorneys and other professionals), and the County Shall be
entitled to an appropriate decrease in the Contract Price.
13.5 County May Stop The Work
If the Work is defective, or the Contractor fails to supply sufficient skilled workers or suitable
materials or equipment, or fails to furnish or perform the Work in such a way that the completed
Work will conform to the Contract Documents, the County may order the Contractor to stop the
Work, or any portion thereof, until the cause for such order has been eliminated: however, this right o~~
the County to stop the Work shall not give rise to an3, duty on the part of the Count), 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 bv 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 applic~able 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 Coumy 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 in accordance with the Contract
Documents, or if the Contractor fails to comply with any other provision of the Contract Documents,
the County may, after seven days' written notice to the Contractor, correct and remedy any such
deficiency. In exercising the rights and remedies under this paragraph the County shall proceed
expeditiously to the extent necessary to complete corrective and remedial action. The County mav
exclude the Contractor from all or part of the site, take possession of all or part of the Work, anal
suspend the Contractor's sen, ices 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 Connty, the Countv's representatives, agents and
employees such access to the site as may be necessarv 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 pans 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 be~bre each progress payment fails 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 bv such supporting documentation as is required by the Contract
Documents and also as Procurement Officer may reasonabtv 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 w/Il 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 deliver5,. The capacity of all vehicles shall be plainly marked on said
vehicle and the capacity or marking shall not be ~hanged 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 ar/se
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 discoverv 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, inlbrmation, and belief, the quality of the work is in
accordance ~vith the Contract Documents (subject to :tn evaluation of the Work as a functionin~ ~
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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 an3'
such payment Procurement Officer wilt 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 thc 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 Procurement Officer has
used the monevs 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 an3' payment, if, in their opiifion, 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 para~aph 13.09 (check para. #),
14.4.3.5. Of Contractor's unsatisfactory prosecution of the Work in accordance
with the Contract Documents, or
14.4.3.6. Of Contractor's failure to make payment to Subcontractors for labor,
materials or equipment.
14.5 Substantial Completion
When Contractor considers the entire Work ready for its intended use, Contractor shall, in writing to
County and Procurement Officer, certify that th~ 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 ~ving 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 Utili,~ation :
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. [. The C,,unty at any time may request the Contractor in writing to permit the County to
use any such part of the Work which ~he Couuty believes to be ready for its intended use and
substantially complete. If the Contractor azrees, 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.
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 flied 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 satisfactorv to County to indemnifv 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 bv
filing with Countv a receipt in fall or an order for withdrawal in writing and signed bv the persoh
filing such claim or his duly authorized agents or assigns. Such funds shall not be witi~held longer
than ninetx, (90) days following the date fixed for final settlement as published unless an action is
commenced within that time to entbrce such unpaid claim and a notice of Lis l'e~dens is tiled 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 Lix Penden~ notices and shall retain thereafter, subject
to the final outcome thereof, only such balance of funds to insure the payment of jud~oments 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 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
impractical and extremely difficult to estimate accurately. Therefore, as part of the consideration for
executing the Contract. it is hereby agreed that the Conlractor shall pay to the County the liquidated
damage amounts specified in thc Agreement. '['his particular provisi~,n shall not be construed as a
penalty upon said Contractor for failing full5' to complete said Work as agreed in the Proposal :~nd
Contract Documents nor is it intended, but as Liquidated Damages to compensate lhe County for [tll
costs incurred as a result of such breach of Contract' ~
14.1.1.4. DELAYS IN WORK COMPLETION OF CONSTRUCTION PHASE: Subject to
the terms of "Excusable Delays", as contained in Section 14.11.5. of the General Conditions. the
Contractor expressly agrees to pay the County as a reasonable estimate of just compensation for
damages contemplated with the clause, the amount set forth in the Liquidated Damages Form for each
consecutive calendar day that Substantial Completion is delayed in the Construction of the project.
14.11.5. EXCUSABLE DELAYS - FORCE MAJEURE: If, by reason of Force Majeure, any
party hereto shall be rendered unable wholly or in part to carry out its obligations under this
Agreement then such party shall give notice and full particulars of such Force Majeure in writing to
the other party within a reasonable time after occurrence of the event or cause relied upon, and the
obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be
suspended during the continuance of the liability then claimed, but for no longer period, and any such
party shall remove or overcome such inability with all reasonable dispatch. The term Force Majeure
as employed herein, shall mean acts of God. strikes, lockouts, or other industrial disturbances, acts of
public enemy, orders of any kind of the Government of the United States or the State of Colorado or
any political subdivision, except the County, or any civil or military authority, insurrection, riots,
epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts,
arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to
machinery, pipelines, or canals, or other causes not reasonably within the control of the party claiming
such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely
within the discretion of the party having the difficulty, and that the above requirement that any Force
Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and
lockouts by acceding to the demands of the opposing party or parties when such settlement is
unfavorable to it in the judgment of the party having the difficulty.
14.11.6. CUMULATIVE REMEDY: The liquidated damages referred to herein are intended
to be and are cumulative and shall be in addition to every other remedy now or hereafter enforceable
at law, in equity, by statute, or under contract.
14.12 Waiver of Claims
The making and acceptance of final payment shall constitute:
14.12.1. A waiver of all Claims by County against Contractor, except claims arising from
unsettled Claims, from defective Work appearing after final inspection or from failure to comply
with the Contract Documents or the terms of any special guarantee specified 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 Count. May Suspend Work:
The County ma3,, at any time and without cause, suspend the Work or any portion thereof for a period
of not more than ninety days bv notice in writing to the Contractor and will fix the date on which
xvork 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
64-
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
payment or time.
15.2 County May Terminate:
Upon the occurrence of any one or more of the following events:
15.2.1. If the Contractor commences a voluntary case under any chapter of the Bankruptcy
Code (Title II, United States Code), as now or hereafter in effect, or if Contractor takes any equivalent
or similar action by filing a petition or otherwise under any other federal or state law in effect at such
time relating to the bankruptcy or insolvency;
15.2.2. If a petition is filed against Contractor under any chapter of the Bankruptcy Code as
now or hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or
similar relief against Contractor under any other federal or state law in effect at the time relating to
bankruptcy or insolvency;
15.2.3. If the Contractor makes a general assignment for the benefit of creditors;
15.2.4. If a trustee, receiver, custodian or agent of Contractor is appointed under applicable
law or under contract, whose appointment or authority to take charge of property of Contractor is for
the purpose of enforcing a Lien against such property or for the purpose of general administration of
such property for the benefit of Contractor's creditors;
15.2.5. If the Contractor admits in writing an inability to pay its debts generally as they
become due;
15.2.6. If the Contractor persistently fails to perform the Work in accordance with the
Contract Documents (including but not limited to, failure to supply sufficient skilled workers or
suitable materials or equipment or failure to adhere to the progress schedule established under
paragraph 2.9 as revised from time to time);
15.2.7. If the Contractor disregards laws, ordinances, roles, regulations, or orders of any
public body having jurisdiction;
15.2.8. If the Contractor disregards the authority of Procurement Officer; or,
15.2.9. If the Contractor otherwise violates in any substantial way any provisions of the
Contract Documents:
The County may, after giving the Contractor (and the surety, if there be one) seven (7) days written
notice and to the extent permitted by haws, 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 am '~se the same
to the tull extent they could be used by the Contractor (without liability to the Contract~ £or 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 t>e entitled to receive any further payment
-65-
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 bv
the Procurement Officer and incorporated in a Change Order, but when exercising any rights
remedies under this para~aph 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 bv 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
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 twentv-fbur hours measured from midnight to the next
midnight shall constitute a dav. A working day is ~ny day: Monday through Friday of each week,
also called business day.
16.3 General: ~l
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 an3'
applicable statute of limitations or repose.
16.3.2. The duties and obligations imposed by these General Conditions and the rights and
remedies available hereunder to the parties hereto, and, in particular but without limitation, the
warranties, guarantees and obligations imposed upon the Contractor by the General Conditions, and
all of the rights and remedies available to the County thereunder, are in addition to, and are not to be
construed in any way as a limitation of, any rights and remedies available to any or all of them which
are otherwise imposed or available by law or contract, by special warranty or guarantee or by other
provisions of the Contract Documents, and the provisions of this paragraph will be as effective as if
repeated specifically in the Contract Documents in connection with each particular duty, obligation,
right and remedy to which they apply. All representations, warranties and guarantees made in the
Contract Documents will survive final payment and termination or completion of the Agreement.
16.4 Independent Contractor Status:
It is expressly acknowledged and understood by the parties that nothing in this agreement shall result
in, or be construed as establishing an employment relationship. The Contractor shall be, and shall
perform as, an independent thc Contractor who agrees to use his best efforts to provide the Work on
behalf of the County. No agent, employee, or servant of the Contractor shall be, or shall be deemed to
be, the employee, agent or servant of the County. The County is interested only in the results
obtained under the Contract Documents. The manner and means of conducting the Work are under
the sole control of the Contractor. None of the benefits provided by the County to its employees
including, but not limited to, worker's compensation insurance and unemployment insurance, are
available from the County to the employees, agents or servants of the Contractor. The Contractor shall
be solely and entirely responsible for its acts and for the acts of the Contractor's agents, employees,
servants and subcontractors during the performance of the Contract. The Contractor, As An
Independent Contractor, Shall Not Be Entitled To Workers' Compensation Benefits And Shall
Be Obligated To Pay Federal And State Income Tax On Any Moneys Earned Pursuant To The
Contract.
16.5 Audit and Records
16.5.1. DATA AND RECORDS: The Contractor shall maintain all data and records pertinent
to the Work performed under this Contract, in accordance with generally accepted accounting
principles, and shall preserve and make available all data and records until the expiration of three (3).
years from the date of final payment under this Contract, or for such longer period, if any, as is
required by applicable statute or by other articles of the Contract Documents. The authorized
representatives of the U.S. Department of Transportation, Comptroller General of the United States,
the State of Colorado and the County shall have access to all such data and records for such time
period to inspect, audit and make copies thereof during normal business hours. The Contractor
covenants and agrees that it shall require that any Subcontractor utilized in the performance of this
Agreement shall permit the authorized representatives of the United States Department of
Transportation, the State of Colorado, and the Count)', to similarly inspect and audit all data and
records of said Subcontractors relating to the performance of said Subcontractors under this
Agreement t'or 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, estai~lished 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
reprgsentatives 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 an),, as is required bv
applicable statute or by other articles of this Contract. ~
16.5.4. CONTRACT TERMINATION: If this Contract is completely or partially terminated,
the records relating to the Work terminated shall be made available for three (3) years after any
resulting final termination payment.
16.5.5. APPEALS, LITIGATION, OR CLAIMS: ReCords pertaining to appeals under the
disputes clause or to litigation or the settlement of claims arising under or relating to the performance
of this Contract shall be made available until disposition of such appeals, litigation, or claims.
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March 07, 2003
TO'
Pitkin County
Attention' _lodi Smith
Re:
County Building Floor Replacement
Sales Person: Allen E~edford
The Balentine Collection International
398 I~lerril Avenue
Carbondale, CO 816:23
Phone: 970-963-6648
Fax: 970-965-6649
Project Client: PJtkin County
Project Name: County BuJlding Floor Replacement
Project Number: 10802
Area: Entry for 3ail area
Material
LEES: DK166 Faculty IV Broadloom Color: Rainy Day #4308 36.25 sy $897.19
Carpet to VCT transition 12.00 If $24.00
4"Rubber cove base with toe 74.00 If $74.00
Fentinel 626 carpet remover 6.00 ea $128.70
Everseal 1.00 ea $79.20
Lees Pressure sensitive adhesive 1.00 ea $t15.00
Material Subtotal $1,318.09
Estimated Sales Tax: $0.00
Estimated Freight: $60.00
Material Total: $:L,378.09
Labor
Remove existing carpet and adhesive. Seal floor with EVERSEAL.
Install new carpet with Burlington pressure sensitive adhesive. 32.00 sy $400.00
Remove existing cove base and install new. 74.00 If $185.00
Labor Total: $585.00
Total Area: $1,963.09
INITIAL
Sales Person: Allen Bedford
The 8alentine Collection International
398 Merril Avenue
Carbondale, CO 81623
Phone: 970-963-6648
Fax: 970-963-6649
Project Client: Pitkin County
Project Name: County Building Floor Replacement
Project Number: 10802
Area: Jail Area Carpet
~laterial
LEES: DK166 Faculty IV Broadloom Color - Green Oasis #4241 448.57 sy $11,102.11
Carpet to VCT transition 138.00 If $276.00
4' Rubber cove base with toe 640.00 If $640.00
Fentinel 626 Carpet remover 72.00 gal $1,544.40
EVERSEAL 5.90 ea $330.00
Lees Adhesive 15.00 ea $746.25
Material Subtotal $14,638.76
Estimated Sales Tax: . $0.00
Estimated Freight: $700.00
f4aterial Total: $15;,338.76
Labor
Remove existing LEES carpet and adhesive. Seal floor with
Everseal and install new carpet with LEES adhesive. Move 448.00 sy $6,048.00
furniture as needed.
Remove existin9 cove base and install new 640.00 If $1,600.00
Labor Total: $7,648.00
Total Area: $22,986.76
INITIAL
Sales Person: Allen Bedford
The Balentine Collection International
398 Nlerril Avenue
Carbondale, CO 81623
Phone: 970-963-6648
Fax: 970-965-6649
Project Client.' Pitkin County
Project Name: County Building Floor Replacement
Project Number: 10802
Area: Records ! Breakroom
Material
LEES: DK166 Faculty IV Broadloom Color - Rainy Day #4308 81.00 sy $2,004.75
4" Rubber cove base with toe 160.00 If $160.00
Fentinet 626 carpet remover 10.00 ea $214.50
Carpet to VCT transition
EVERSEAL 6.00 ea $12.00
1.00 ea $66.00
Lees Pressure Sensitive Adhesive 2.00 ea $230.00
Material Subtotal $2,687.25
Estimated Sales Tax: $0.00
Estimated Freight: $100.00
Labor blaterial Total: $2,787.25
Remove existing carpet, move furniture, install new carpet direct
glue down. Break room to be direct glue down with floor prep at 79.00 sy
doorway. $1,185.00
Remove existing cove base and install new. 160.00 If $400.00
Labor Total: $1,S85.00
Total Area.' $4,372.25
INITIAL
Sales Person: Alle~ Bedford
The Balentine Collection International
398 Merril Avenue
Carbondale, CO 8:16:23
Phone: 970-965-6648
Fax: 970-963-6~549
~ 72-
Balentine Carpets ]international hereby proposes to furnish material and perform the labor necessary for the completion of all area mentioned for
the Project. Ali material and perform the labor necessary for the completion of alt area mentioned for the Project. All materia~ is guaranteed to be as
specified and the ~vork to be performed in accordance with the drawing and specifications submitted for this work and completed in a substantial
manr~er for the sum of:
$57,496.22 Project Total
with payments to be made as follows:
· 50% of the contract due upon acceptance with signed copy of this proposal.
· 50% of the contract due upon completion.
THIS PROPOSAL IS VALID FOR THIRTY DAYS FROM 03/07/2003
TERMS AND CONDITIONS
Terms: Buyer hereby agrees that the terms of payment shall be cash on delivery, unless other arrangements are made and noted hereon;
Buyer further agrees that late payments shall be subject to the highest interest permitted by law, and a delinquency charge on any unpaid
contract balance, calculated from the date of delivery
2. Warranty: Ail merchandise su0]ect to commercially acceptable dye lot variations as defined by industry standards.
3. Limitation of Liability: Buyer agrees to pay an extra charge for moving appliances and furniture, and the Buyer will hold seller harmless for any
damages incurred in moving same, in the alternative. Buyer may move a0pliances and furniture and avoid any extra charges. Buyer further
agrees to pay all charges for stairs, floor preparation, taking-up old flooring, and hauling off same. Buyer agrees that S~ler is not responsible
for chippmg, scratching, etc. as a result of moving ,quarter round or other moldings and doors as necessary for the proper installation of the
merchandise. Buyer further agrees that he/she will be responsible for all door trimmmg.
4. Title: Buyer hereby agrees that the title to the purchased merchandise shall not
Pass to the Buyer until the full contract price is paid. Buyer agrees that the Seller retains a purchase money security interest in the said
merchandise under the Uniform Commercial Code as adopted in the state of sale
5. Attorney's Fees: Buyer agrees to reimburse Seller for all reasonable expenses incurred in the collection of any unpaid contract balance,
including reasonabte attorney's fees.
6. Delivery: Buyer agrees that the Sel[er will not be responsible for delays or failures in delivery or installation caused by strikes or other causes
beyond the control of Seller; that Setier is not responsible for consequential damages; and that sailer is not responsible for shortages of
material when the sa~e is based on measurements or plans submitted by Buyer or bis agents or by human error by the Seller. Buyer agrees to
allow Seller to inspect and endeavor to correct any condition complained of, and that refusal to allow either constitutes a waiver of Buyer's
rights to assert a claim ar file suit against Seller.
7. Agreements between Buyer and Seller: Buyer and Seller agree that this contract is the complete agreement between the above said parties,
and that everything which the Buyer expects the Seller to perform is written hereon. Buyer and Seller further agree that this contract can be
modified in writing only.
8. Freight'. Buyer agrees freight is an estimate based on calculated weights and the final billing may vary.
9. Lien [nformation: Persons furnishing labor or materials, including Seller, used on the job site described herein may collect payment for the
labor of materials by a mechanic's lien against the property as provided by Colorado Revised statutes 28-22-101 et seq.
10. Prices: Prices on ali goods and tabor are subject to change without notice, unless the Buyer has paid a deposit for such goods or labor.
Acceptance of Proposal & Terms and Conditions
[ have read the aPove Proposal and the Terms and Conditions set forth; ali of the prices and specifications are satisfactory and hereby accept. We
authorize you to perform the work specified above.
Buyer: Date:
Seller: Date: