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Home My WebLink Aboutbocc.con.147.2003 CHECK LIST FOR CONTRACTS SUBMITTED TO C'-~RK AND RECORDER FOR .SCANNING/ARCHIVING Originating Department/Division: Pitkin County Public Works,t Project Management Contact Person: Jodl Smith, Project Manager Phone #: 920-5396 or 618-3717 BOCC AGENDA ITEM (BOCC signature required) ,y STAFF AUTHORIZED SIGNATURE (as per Procurement Code) Check Contract Type: Dollar Amount: _ / Services Intergovernmental Agreement · Maintenance License/Use OOl~'l:~O'r #~~ (Require, BOCCAetion) Non Profit Lease Quasi-PuNk ~ Construction Grant Agreements (Requires BOCCAction) Purchase Other Employment .., .......... ORIZED Si,natures Re uired: Under 25K - Department Head 25-50K- Department Head (if appropriate), Section Leader Over 50 K - Department Head (if appropriate), Section Leader, Count), Manager Contractor/Business (Complete Name): ~, i .~ ~---'.'a,./~-~',~/lzgt.~, C°ntract Start Date: -./~b° ~° J~ ~ontract End Date:' Automatic Renewal (I/N)://~ Ail Contracts should be proofed for lhe following: P~ No Pages Missing ~, If a Page is Left Intentionally Blank - Note on Page ~ Page numbered consecutively · .'% All Signatures Affixed ,,,-'-All Dates Filled In ¢'% All Other Blanks Filled In ~ Ail Exhibits Attached · ~( All Legal Descriptions Attached (if appropriate) ~,/~ Notice of Award/Proceed Atta. ched (if appropriate) lddi ~mith, County Project Manager ~ Signature of autllorized staff person indicates that docutnent has been proof cd and read), for scanning. Note: Clerk's Office will keep original documents in compliance with Colorado State Archives relainage schedule. STAFF AUTHORIZED SIGNATURE ,. ' AG~EME~ '' -' ' Pi~ ~lorado, a ~loado home-~e ~un~, (herein~er ~lled the "~unty~ and ~rbondale, Inc. 5317 ~unW Road lsd Sic. 201, Glenw0od Sprin~, ~lo~do 81601 (970) 9~5-65(~1 (herei~er ~ed the "~imacto~. ,.,.. ~. ~.. .... .y/ ,, .... , RE~A~ ~. la~ ~un~ mte~ to Counhou~ Pla~a ' "'"~" ~' '~'' ' ....... '"' .... ' " ElevaJor ~]e~ ~ Fi~ ~a~ 'Cod. ~om~llance hetei~er ~led ~e "Proje~;,'~ a~r~n~ ~ ~e te~ and ~n~Eons outed in the ~n~a~ D~en~ and ~e ~soeiated P~ ~d Speed,ohs. '.,, ...~ ... '.~. . , . . - · -.... :.- B. ~n~or a Pm~s~ w~ the most t~s~Jve ~o~s~. · NOW :' '" ...... ' :': , and th~ ~n~a~or, for the ~nsidemtio~ her~e: set a~e ~ follow: . · · 1. ~e ~n~ctor a~ees to ~mish ~ supcwiso~ labor, ~teg~, eq~pmen~ t~ls, and . se~ nc~ssa~ to ~mpletc ~ a workable ~nner ~ ~ rcquked ~in the s~pe of work for the ~mpledon of the ~oje~.~ std~ ~mplian~ wi~ ~e con~ do--cna her~ meadone~ w~ch are ~de a pan of ~s ~n~. . : .... . . · 2.. ,Contraa Time and ~quidated Damage~. -Work under ~ A~eement shah be ~mmen~d by November 10, 2003, ~d shaU be subsmn~ally ~mpleted by'No~ember 17,' 2~3, and p~c~st.~mpletcd ~een (1~ ~ys thereMter, or the ~n~ctor hereby a~cs tb pay ~un~ ~qui~ted Damages for delay (and not ~ a Pe~l~) ~ the ~ount of $50.~ p~ ~endar ~y for each ~y or p~ of a day the ~oje~ is not ~mpleted by th~ completion ~te here esmbl~hed. ~e p~ies a~ee ~at a~ d~ages for delay in ~mpledon is dlffi~t or ~ssible to a~tely estate at ~s ~me, that the sum s~ted ~ a reasonable forest of fair ~mpe~tion for ~e an~dpated ~ages for delay and that they ~n~nely ~tend to liquidate such ~ages. , 3. ~ubcon~etom. ~e ~n~or a~ees to bind eVe~ sub~n~or by the te~ 0f the ~n~ Do~en~. ~ ~n~a~ Do~enm sh~l not be ~ed.~ ~ea~g any ~n~ relationship be~een ~e sub~n~or'and the ~un~. 4. ~. ~e ~un~ a~ees to pay, and the ~n~ctor a~ees to a~pt, in ~1 payment for the peffo~n~ of this ~n~ct, the total pg~ of Twelve ~ousand Four Hund~d Dolla~ and ze~ ~nts ($12,4~.~} in a~r~n~ with the ~n~act Do~men~, sub~e~ to inhere or decrease in accordance with the provisions of the Contract Documents; but any payment by the County may be offs~.t by any amount the Contractor owes the County for any reason. ': , 5. ' -~, pfivment Procedures: - .. .: ..... · ' :5' :- ?' '~' :.,)': ' A. ' Contractor shall submit applicatio~ for payment in accordance wtm me taenem~ ~"'" ~_-h:,~' :. ~,~ .... ent Officer a~ nmvided in the Gene~fil'C~ndifin~ will pr-oces, s applications for . . payment.', . . ,-.z- ..,..,, .. . ..... ~. .._ ,-~'..:..',':.~. -. . --' .. ' B. '. 'County shall progres pa ent o ,accg.,nt ":' b-~-~f Conh:?actor'i'aPPli~ii0tis roi' paint'nh as ie. co~mend, ed by ~o?..rem. e~ Mmce.r,~ ~w~.~.nm ' ~,~. t,tq~ daw fif County's a~rbv.41 of Contr/~ct0r~s piy request· All progress payments wm ne on me · 'bas~' ;-f't~ p'ingress 9f Project. measured t?y ~e ~bedu!e 0. f.v. alues pr?ified for m .the General . "" '"" Conditions. . , (1)~ Ii Contractor is safisfa~orily performing this.~gree, ment, pro~ess payments shall be in ~n bmod'ut e~lnal to ninety.(90)'percent ?f t..he calculated value o_f .any wo.r£ . . completed, less the aggregate of payments previously made until fifty (50) percent of the wor£ reqmrea by tMs agreement has been performed. Thereafter, unless a different arrangement ~.s Pr0v~ded for in Special Conditions for contracts less than $80,000.00, County shall pay all re~dnlng progress payments without retaining addifiohal funds, fi, in the opinion of the Procurement Officer and County, satisfactory · -'progress is beh/g made on the Project;' IL in the opinion of the Procurement Officer and County, .. ' satisfactory progress is not being made on the Project, or if claims are flied undir Section 38-26-107, Colorado Revised Statutes, as mended, County may retain such additional amounts as County may deem necessary to assure completion of the Work or to pay such claims and any Prncure. ment Officer's and attorney's fees re~onably incurred or ii> be inCUrred by County in defending or handling such c. laims. The withheld percentage of the Contract Price shall be retained until the'Project is completed ' ~' "-' satisfactorily and finally accepted by Couniy in acco/dance with the provisions of the Contract Documents. Progress payments shall not [onstitute 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 mate*rials stored on-'dii,;.' Contractor will remain responsible for security of the materials and the replacement at Conffactor's sole cost of materials lost, damaged, destroyed or ~!olen.. C.' ' . County shall mak~ final payment,' including release of retainage, to Contractor as : recommended by Procurement Officer, and in a8cordance with the Contract Documents .4,nd Section 38- 26-107, C.R.S. and Section 24-91-103, C.R.S. · ' ' ',: . ~..,,,-,..,~ r~,.,,-,,.nt.4 The Contract consists of the documents listed below and references to Cont~a'ct,:Co~~r A~reement 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 goverh, except as otherwise specifically Stated. . A. Pitkin County Construction Contract Agreement;, B. ' County Required Clauses; ' C. Proposal; ' ' D. ' Notice of Award;. E. ' Notice to Proceed; F. Notice of Substantial Completion and Notice of Final Acceptant.. G. Project Specifications; H. General Conditions; ,. -2- 7. _A. uthoritv and Responsibility of the Procurement Office~. 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 re. ay aris. e .as, to the'quality and ac6~ptability of maierials furnished, work performed, rate of progress bf the wor~, interpretation of the Contract, change orders (within the limits of her authority) and ali other questions as to the compliance with the Contract on the ~ part of the Cohn'a'ctor. ' .. ' 8. ' .Third Parties. This Agreement does not and shall not be 'deime~l or construed to ~onfer upon or grant tO any third party or parties, except to parties to Whom Cohira&fr or County ~fiay misign this Agreement in accordance with the specific written permission, any fights to claim cL-maages or to bring any suit, action or o/her proceeding against either the County or Contractor because of any breach or because of any of thc terms or conditions herein contained. 9. .Waiver. 'No waiver by either party of any right, term'or Cofidition:of the Contract Documents shall be deemed or construed as a waiver of any other right, term or condition, nor shall a waiver of an}; b~;each hereof be deemed to condtitute a Waiver of any subsequent bt,each, whether of the same or of a different provision of the Contract Documentsj · · . . 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 presu~n, ption sh.aLl a. rise for or agains.t either party based on any alleged Unequal status of the arties in the negotiation, rev~eW?r drafting of th~s Agreement." ' ' ' ' ' ' ' ~ · . p . 11. 'Authorized Replesentative The "un'de/si~ed ' representative 6f COntractor, i as 'an inducement to the County to execute this A~r~'ement, represents' that hh/she is 'an a6thorized represen- tative of Contractor for the purposes of executing this Agreement and that he/she has full and complete authority to enter into this Agreemcut 0n behalf of Contract0i:.' , ~; ...... 12. Contractor's Representations. A. In order to induce County t'o enter into'tlK4'Agi~e'ment, 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 m any manner may affect cost, progress, or performance of Pr0ject. (2) Contractor has carefully studied the site and has performed all necessary investigations, tests, subsurface investigations to define the latent physical conditions of the construction site affecting cost, progress, or Performance of Project. - - . (3) . Contractor has made or caused to be made examinations, investigations, and te~ts 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 Contra& Documents. 7. e . ~ (5) Contractor has given Procurement Officer written notice of all conflicts, rrors, 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: -a- · (1) A~thorlty exists in the law a~{d County h~s budgeted, appropriated and otherwise made available funds equal 'to, with a sufficient unencumbere~ balance thereof,remains available, for payment of or in excess of the Agreement Price. .. ! ,, .....:. ·. (2) Count'y, by issuing a~y Change Order or other form of order or dir¢chve requiring additional compensable work to be performed by Contractor, which work causes thc aggrcgat amount payable under !he Agreement to exceed t. he amount appropriated.for' the original Agreement "Price, represents to Co~t~tor, that' lawful approprmtions to cover the costs of the additional work have A. Terms used in this Agreement, which are defined in Part 1 of tM' General Conditions, shall have the meanings indicated in the General Conditions. B.' ~ If any term, section, or other provision of the Contract Do'merits shall, for any reason, be held to be invalid or unenforceable, the ihvaiidity 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 p~rty under the Contract I~, .cu. men? shall be required to be exhausted or exercised as a'prerequisite to resort to any further relief to wmcn SUCh party may then be entitled. Every obligation assumed by, or imposed upOn, eithe~ party he/'eto shall be enforceable by ~ny appropriate action, petition or proceeding at law or.in equity. In addition to any other remedies provided by law., the Contract Documents shall be specdically enfo[c.~ble by either, party.. D. ' This Agreement may be executed in multiple countetpa~, each of which shall constitute an original, but all of which shall constitute one and the sam~'document. .. E. Unless otherwise expressly provided, any reference herera to days shall mean calendar days. All times stated in the Contract Documents are of the essence. IN WITNESS WHEREOF, tbe'parti~s have executed this Agreement as of tM date first set out herein . above. COUNTY OF PrrKIN, COLORADO R&A~E A~.F~ INC. Daxad Pendieton, Secretary~ i reasurer ~a 5317 County Road 154,'Ste. 201 · Olenwood Springs, Colorado 81601 (970) 945-6500 Jodi Smi~-h.-P~j~ct Manager Date -4- ' . · · '- ' '" (Revised 2/26/02) REQUIRED CLAUSES ' ' For~purposes of these required clauses, "Contractor' means the proposer or other party who may eventually enter into a contract with the County. The Proposer shall be subject to the following provisions: 1:' "':COMPLIANCE '~ITH PROCUREMENT CODE 'AND APPLICABLE STATE CON- TRAL;I'ING LAW .' '- A. The contractor acknowledges that this Agreement is entered into subject to the requirements of ' the 'Pitkin County ~ocurement Code," (Section 8.5 6f the Pitkin County Home Rule Charter, Ordinance # 00-18, approved April 26, 2000)~ As $uch,'ihe'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 noti~ the County Manager in writing'of any violation of said ' Code or statutes by the Cofih~y's employees or agents, which violation(s) is known or should have been known by him, and failure to so notify the County bf any violation(s) within five (5) · days of knowledge of such ',)iolations shall be considered a breach of this Agreement. Further, such failure to notify the County of violation of the Procoremknt Code o£stiitutes within five (5) days of knowledge shall be deemed as a ~,itiver of any action'or defeh~e that the Contractor may have against the County. by reason of such violation of the PLqcurement Code or statutes. 2. WARRANi'iLS AGAINST CONTINGENT'FEES, GI~TDi-i-iES, '-KICKBACKS AND CONFLICT OF IN ~REST " · 3,.. ' Covenant Against Contingent Fees..The Contractui' w~xants'that i~o'Oer~dn 6r ~elling agency ' has been employed or retained to solicit or sect/?e this contract:,up6n':an a~tcement or understanding for a commission, percentage, brokerage, or contingefit fee, ¢~tc6pting bona fide employees or bona fide estabLished commercial or selling agencies mn!ntalned by ~h Contractor for the purpose of secunng busxness. ' ' """ ..... B. Gratuities Prohibited. The Contractor agrees not to give any employee $r former 6mPloyee 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 stan~rd, rendering of advice, investigatiofi, 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 propbsal therefor. C. Gratuity means a payment, loan, subscription, advance deposit of money, services, or anything of more than nominal value, present or promised, Unless consideration of substantially equal or greater value is received. D. Kickbacks Prohibited. It shall be a breach of Contract for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. The Contractor is prohibited from inducing,'bY any means, any person employed under this Contract to give up any part of the compensation to which -5- he/she is btherwise 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 onq. (1) year thereafter,shall~have any .interest, direc~ or indirect, in this Contract or the proceeds thereof. (Additional restrictions on present and former employees of County are found in A~icie 7 of the Procurement Code). F. Sub-Contract Clause. The prohibitions against contingent fee~ gratuities, kickbacks and conflict of interest prescribed in this Contract shall be made a condit~or~ o~f a~ conspicuously set forth in every sub-c6ntract 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 hav.e noticed it. . H. Re~nedies. In addition 'to other remedies it may hav~' for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the County shall have the right to: (1) Terminate this Contract without liability by the County; . ,-. (2) ' Debar or suspend the offending parties from being a contractor or sub-contractor under. County contracts; . . ~ ; - (3) Deduct from the contract price or consideration, or otherwise, recover, ~he value of anythin~ transferred or received by the Contractor;, and. . : (4) Recover such value from the other offending p .a~'ties. ~; ....... . . · · 3. E6UAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGEDdVIINORITY/WOMEN- BUSINESS ENTERPRISES (DBE/MBE/WBE) , · : .... ............ A. 'Pursuant to local, state and/or federal anu-d~scnnunat~o.n..and ,a.fJ~....atl~e.~ act~.on pro contractor sha!l meet all applicable requirements ..w~th .respect ~ta.~emptoyment subcontracting tn connection with Disadvantages/Minonty/Wome, n mdividuah and. enterprises (DME/MBF/WBE) ..... ~ ..... B. In C~nnecti0n wiih the execution and ~dmiuistration 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 th~ performance of this Contract, the Coraractor will' cooperate with the County in meeting the County's commitments and goals with regard ~o the maximum utilization of'disadvantaged, minority and wo~en business enterprises and will use its best efforts to ensure that such business enterprises shall have the maximum practicab!e oPPOrtunity to compete for employment and/or subcontrac~ work, if any, under this Con~ract. , ,D. -Th'e Contractor will furnish all necessary information and reports and will permit access to !ts books, records, 'and amounts by Pitidn County for purpose of investigation to ascertain compliance with the nondiscrimination/affirmative action provisions of any. rasuitan[ ~ntract. E. ~_mplo~;ment Data and Affirmative'Action Plan. ff requested, the Contractor agrees to submit 6n 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 particip:ifing in contracts with the County which exceed Fifty-Thousand ($50,000.00) Dollars, an Affirmative Action Plan must be -6- .' su. bmltt, ed.!o the .county whe~ r~ques, t~d, by !be, ,County Attorney's O'~fice within ten (10) days · alter SelCCtlon~. · ' · F. ; N°ncomplian~e.:In the. ev, ent of the C~.~ntra..a. or's nonco, ml~liah~e'with' th~ ~.6ndiscrimlnation/ ·, ~.,firmative a~ion provisions of ari); ~'e~hl~n~ ~0~itra~L Pitkid'co~h~y'shull unpose such contract sanctions as it may determine'to be:'~r~6date'.includin,, c..,:.:, ........ · , , '. ~1) ",' '~/ithh01~hg of ~a~m~'ent~ :U~der the 'Cont~act'u~ the Con,aCtor complies, ' (2) ' · ' · : Cancellauon, terrmnatlon, or suspension of the Contra~t, in whole or in part. · 4~' ':' "TERMINATION' FOR DEFAULT OR FOR ~ONVEN~NCE OF COUN'I~ A. : ' 'The p,:~nuance of work under the'Contract may bb tefininated by th~ 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 faiIare to perform should be excused · "withifi ten (10) days (vi: longer as the County ma~ allow'of shorter, but not less than three ~" (3)'dayd,"for failtffe to provide l~r6of of insurance br ms!,itenance bf any dangerous condition) after hand-delivery or mailing to thc Contract6r vi' a notice specifying the default. If mailed, said notice shall be sent by cenitied msil, ream receipt requested, to ": ~"'' ' the address ~pec~fied herein for the Contractor - :. :' -. . ,: .. n._t?ctor s.h?ll not be.' 'default hy're=6ns'of any muie in'performance or this · . ' contract in accoroance with lts'l~rms if such· failur~ arises',%,,',~;e.;,~:.~-'~,,- ...... i.control ~fid 'withou}' the .fault. or negllgeiice' ~'f the Coritr~ctor'.':.S~¢h"~u~i',~ay include, : ,- '/..ou,t are not restricted to, acts of God, nath~al dis.~si~rs;:~trik~s;'~r fr~lgh{;~mbargoes, but in e.v. ery case the failure to perform' m .ns'{ be beyond the C~n~foi and with'o~f the fault or negligence of the Contractor. Upon reqU~i{ ~f the 'contra~t0r,"th'e C6~nt~'sh~U ascertain · ,, cur? a valia comrnerc~u excuse, the pertormanc~ shall be r~ised acco'rdin and no~ce ' ' of default Withdr-.Jwni or ""' ' ' ':"" ' ' · - ".' .. ,"!;: .. ~ly ., (2) Who.ri. ever for any reason and m its sole discretion th; r,,,.;.~,~. ~._,,~.,_, · · ' ,,.__.,:'_... . -:. . ...... .... · . - - ,',~,m~%v ~ida~ uc~ermlne that such ,- ~c[mmauon zS In Its vest Interest and convemence. ": ' ' .:~; :~ ;,-.; - B. Notice of Termination. In'th~ ev,~'nt of termi~tion 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 th'~ date of mailing of the ii6tiCe, pins three (3) business days. The , notice of termination shall be -4ent regular first-class m~!l to'the address of the Contractor herein ' provided. ', ... . ..... . . ,: .... C. ' Terminati0;~ 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 hpproval or ratification ~f tho County, settle all outstanding liabilities and aU 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. -7- D .... Termination Payment. After the effective date of a notice of termination for the convenience of the County, the Contractor shall submit to the '.C~..un~ his te'rmina~ion :lai~ :iii ~the form of a final invoice in accordance with the provisions in 'Method of Payment, including costs incur- ~ red to the date of termination, and costs incurred, because of.t. erml.n.a,!ion,' ~h!~.h,-?rminat)0n ... costs shall not exceed 10% of the total amount of proposal;prov~d, ed,~ho.w?ver~.tl~t..m t.h.e event of default by the Contractor:. no. exn'a costs h~currTd b.e~.u.s.e, pl..re .m~n..at.~o.n~h~!.be.p_ai~d ~t_o. t.~ne~ Contractor and ~ny costs paid shall not be a waiver County agfiins~ the Contractor on account of any 'default. ~Such claim' must be submitted promptly,, but in no event later than thirty !3~) ~days from the: effective date of termination, unless one or more extensions ar~ granted m~ifing' by the County. Upbn the Contractor% failure to submit a claim in the time allowed, the .C~.,unty may review the info ~r~aafion available to it and detemxine the amount due the:Co.n.~actor,.ff any, and pay the .C~.ntracto, r th.e amount as determined. E. . Termination S&ttlement. Subject to Paragraph .4.~) Contractor and County may negotiate the whole or any pan of the. amogn~ or amounts $0.b~ p~id, upon temunauon for default or for ' ' the convenience of the County ' · .'~ "' ' ' ' ' ' from any determlnauon made by the F. Remedies. The Contractor shall have the hght o[ appeal ' '~'''' "' ' ' County under 'Termination for Default or for Convenience' of Couhty;~ except that ff the ,Contractor has failed to submit his claim ,within the time prov. ided .in P~aragraph 4.D., above, and . has failed to properly request extehsion,' he shall' ha4e n° ~ucli 'ri~llt °f. Jappeal. In any case ' ' where the County has made a determinaiion of thc amount'due' uiider paragraphs 4.D. or 4.E., abo9~, the County shall pay the Contradbr: (1) th~ am°hnt the Coun'ty has determined ff there is no Hght to appeal or ff no timely appeal has been taken, or (2) the amount fifially determined on such app al ff a appeal has been taken i' G. ,Method ~f Appeal. 'If the Contractor disagrees .with ..the .Co.u. ntyls, d.eye,,rm~.aaUon ,under. Paragraphs 4.D. or 4.E., he can appe:41 this decisi6n 'in vSrifing to the County. ~ucn appnai must be made within twenty (20) days of receipt in writing of the-County's determination. The County. shall have twenty (20) days in which to respond in writing to the appeal. The County's · ' response shall be final and con'elusive unless within thirty (30) days from the date of receipt of such response the Contractor submits the dispute to~'coh~ of c0ifipe'~ent' jurisdiction or submits a demand for arbitration ff requi, r~d by the Contract Documents. .... ' · 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 ~ddifion, the Contractor "understands that unless the contract is for g6ods Or services of d value less titan $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 .m. nst be in writing and d by th · ' be execute e panics hereto. ..,. : . · .... -.. B.. With respect to change 0'rders under the Contrfiet, the County and the Cofitractor shall process and approve/disapprove requeSts ~ for change orders a~ otherwise provided.in this Contrang · .:. subject to the requirements of the Procurement Code'and the Finance Office. A. The Contractor (including, by definition here and hereinafter, its officials, employees, agents and representatives, subcontractors and suppliers), shall and hereby does release, discharge, -8- indemnify and hold harmless the County of,Pitidn and i~s officials, employees, agents and representatives fi.om and against liability for any claim, demand, loss, damages, penalty, judg- ment, expenses, costs (including costs of ifivestigation and defense), fees (including reasonable attorney and expert witness fees) or coml~nsation in afiy 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 omlnslon by the Contractor, and for any consequential liability alleged to accrue against the County on account of the Contractor's acts, errors or omis- sions; provided, however, that such indemnity shall not be construed as an indemnity for bodily injury or property damage arising from the's.o, le negligence of the County or its employees. B. The Contractor further shall investigate, process, respond to~'adju~t, 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 'thei~to, ~/eh if the clalm~ dema~/d Or lawsuit is groundless, false or fraudulent. ·. , 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, fi.om companies licensed in the State of · Colorado;:as wili protect itself, the'County and others as specified, fi.om claims for bodily injurles~ ideath, personal injury or property damage; which may iu'ise out of or result from the · Contractor's acts, errors or orninslonsd 'The following insurance coverage; at or above th6 limits indicated and includ..ing such endorsemen!s as'are indicated by an "X",.are r,equired: (1) Statutory Workers' Compensatiom Colorado statutory'minimtiht.,~ · · (2)Comrfercial General Liability - ISO 1998 Form Or equivalent ~;~;';~ · (Co nty ust b d additio linsuJ'~d) · . General Aggregate Limit ' ' '"' ' ' ' ' $2.000.000.00 ~., :" .. Products/Completed Operations Aggregat~ Limit . $2,000.000.00 Comprehensive Form (All risks) t.o. include:. '. Underground, Explosion & Collapse I-!,aT-~rd _ X Products/Completed Operations ' '.." X · Contractual Liability .: ..... : · X Independent Contractors nnd Subcontractors _ X Broad Form Property Damage · _ X Personal Injury (3)Business Auto Coverage: Combined Single-Limit Liability (each accident) '$1,000,000.00 Coverage to include: '" X Any Auto All Owned Autos Hired Autos · Non-Owned Autos Garage Liability (4) Special Coverages (check as appropriate): (1) Performance Bond .. 100% of contract -9- Labor and Material. · · . Payment Bond 100% of contract (2) Professional Errors and Omissions ,. .; ..... .. - ' (3) Aircraft Liability ,. ~ (4) Owner's Protective ,, (5) Builder's Risk . . ~mount of project ,....-.. · ·(6) Boiler and Machinery ....... ', (7) Loss of Use Insurance ,- "' (8) Pollution Liability (9) Crime, including Employee Dishonesty Coverage, 0r Fidelity Bond PROOF OF INSURANCE MUST BE SENT TO: : - .. Pitldn County Jodi Smith, County Project Manager 76 Semice Center Road, Aspen Co 816}1 . FAX -970-920-5374 B. To provide evidence of the required insurance coverage's, copies of Certificates of Insurance m : a form acceptable to the County shall be filed with the County Risk Management Department no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any contract and grounds for rescission or termination. These Certificates of Insurance shall .contain a provision that coverage afforded under the policies will not be' canceled or materially altered Ufl6ss at least thirty (30) calendar days prior written notice by certified mail, return receipt requested (effective upon proper .mailing), has bee_n sent to the County (through the Procurement.Officer). 0eot purp°scs of this provision, ~"materially altered" shall mean a change affecting the coverage's 'required herein, ,inch~ding ~ change to'policy limits as set out in the then-current policy declarations page). .. · ' ' ' ' °' ' ..... shall file with the County (and Simultaneously with the Certificates of Insurance, the Contractor promptly update, as necessary) a certified statement as to cJMms 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 cla~sas: (1) The clause "other insurance provisions," in a policy in which the County of Pitldn 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 Pitldn for payment of any premiums or for assessments under any form of policy. ' (3) Any and all deductibles in the above-described insurance l~licies 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 Procarement 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. -10- E. 'l~he County reserves the right to request and receive a copy of any lx~ii~ ;,nd any policy endorsement. . . 8. EXEMPTIONS AND PREFERENCF~ :. ..... 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 sali~ or' me.;taxes. ',Pitkin County is exempt from such ~x~s Undei' registration numbers 98-0,2624 and 84-78000-5IC ursuant to state statute-and to the extent pemutted by law, Colorado Iabor shall be employed to perform the work to the extent '6f not less than eighty ~rcent (80%)'of each typ~ or class of · . 'labor employed on such project; except for hlgiiwa~; construction, which is subject to C. ILS. 43- ' 2-208, which' prO~ides; that kll laborers 'shall. be _bona' fide'i'esidents 'of Colorado with a preference to'residents of the'county where the WOrk'is perf6rm~d. C. Preference is given, to the ~xtent Permitted by .law, to': materials, supplies and provisions produced, manufactured or grown in Colorado, quality beidg at least equal to materials, supplies .... and provisions from outside the state; and to local (Roaring Fork Valle~) services and labor of · quality at least equal to 'nofi:-local semi, fccs and labor. ': The Contractor shall maintain"comprehensive,-.complet~ and :aCCUrat~ 'books, records, and documents coficeming its performance relating to thru ProJect for a penod'of three (3) years · "after final paYment on the Projed and th'e County 'shrill ha~.e)tha right: 'within:~he three-year ' .t9 inspect and audit th,gSe books,~reco-rds and do~iim~nts, upon de'mand~ iff a reasonable .. manner and at reasonable times, for the purpose of determining; by accepted ac~untin~ and · ' 'auditing sta,nd~ds, cofiaPlian~e with al! 'Provisions of'the Contra'~t and applicabldlaTM. SUCCESSORS ASSmNS · : This 'Agreement and' all of the covinants hareof Shall nsure to the benefit of and be binding ' upon the County ~nd'th~'C~ntractor respectively and their','igents, representatives, employees, successors, assigns and legal representatives. Neither the County ndr the Contr:/ctor shall have the right to assign or transfer its .... interest or obhgatlons hereunder w~thout the written consent of the o[her party, which consent shall no! be unreasonably withheld.. 11. .THIRD PAR'rm.q This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Contractor or County may assign this Agreement in accordance with the specific written permission, any rights to claim damages or to bring any suit, action or other proceeding against either the County or Contractor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 12. _AGREEMENT MADE IN COLORADO The parties agree that this Agreement Was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitlcln 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. Unless otherwise provided in the Cont"act Documents, fill 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 tirst,,. :.. · ~%' ' .' ~': .~ "'- '~ 15. ~ G~)VERNMENTAL IMMUNITY '" ' . ' ~; ' ' Contractor agrees and understands tha~ Pitldn Co.unty is relying on and does not waive, by any provision of this Agreement, the mcmet~ lirmtations Or terms (prks~nfl~, $f5o,00o.0o per · person and $600,000 per occurrence) or any.othcr rights, immum.'ties, andprg,tecfio..ns pr. ov!.ded ~. :' .. by,the ColOrado Governmental Immunity A. ct, 24-10'101, et. ~eq., C.ILS.,.a.5 trqm ume t,o ume " , amended, or otherwise aVailable to.Pitldn county or any of its officers, agents or employees. ' Further, nothing in {he~ Required Clause or any .other contract Document shall be .construed or interpreted to require%i' provide for indemnification of the contractor.by the County for any injury to any person or any property damage whatsoever w~ich is caused by'tile'negligence or · other mi. sconduct of the County or its agent or employees, r '~ .: The parties acknowledge and agree that any p~3'mefi~s P~ovided for hcrlunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pifldn County. Pitldn county's obligations under this Agreement are subject to Pitldn county's annual right to bud,,ct and atmropriate the sums necessary to pr0..vlde..the s!rvices,:.s'.eY f°rt~..herein' .No '- : ,,,,,~i/)ns of ~l~is a-,reement ~hall cousfit~te a mandatory charge or reqm. rement~.m, any ensuing · '. ~a~s~c~l-~-e~ IJevond t~e then current fiscal'~ear Of Pitldn County. N? pr.o~.si, gn .o?h.,m. agre. e.ment . .: shall' be construed or interpreted as crediting a mullaple.-f~, cai ,Year dire.~ orrln~,ect ~[oOr other fifian'cial obligafi6n of Pitldn County within the meamng ox any constitutxonai,or sm ry ' ' . debt limitation.. This agrcem~nt shall not directly Or indire~dy obligate P!mi.'n_cou.nty to m,nl~,e any payments beyond those appropriated for Pitldn County's then current lascai ye~. 'no lien on any:class or sq.~. ~e provisions of this agreement shall be construed to p!edg~ or create a .... of Pitkin County's moneys, nor shall any provision of this agreement reslxict the future issuance of Pitldn County's bonds or any obligations.payable 'from afiy .¢!.u~9.'o~ so?ce of Piddn -12- EXHIBIT A ERPRIBEB September 25, 2003 Pitkin County Publf¢ Works 76 Serrice Center Rd. Aspca, CO 81611 RE: COURTHOUSE PLAZA ELEVATOR ~ ALARM ADDITION Att~: $odi Smith We propose to furnish and install the necessm-y Notifier Fire Alarm Devices for the Elevator to sstsfy the AH/. We propose using the Notifier, rather than Simplex, tn be compatible with the existing Notifier Fire Alarm Control Panel/System; we also .understand from the Notifier Dealer that the existing Simplex Devices w~re to be eventually replaced with Notifier anyway. This pricing does include programming, as built drawings (if floor plans can be provided), owner train;ng, test and certification of the sTstcm. me momes; therefore, the raceway ha~ to be muted up and down in othdr areas o~the building. The scope of work entails installing an addressable smoke detector ;. in the ceiling on each floor adjacent to the elevator, plus stdressable heat and smoke detect'rs in the elevator .qha~ at the top and in the elevator equipment monx There are also relays installed, for con~roll;ng'the elevator during an alarm, for recall,'etc/ We have also included the cost to furnish and install an equal to the COOK CP~'T) Direct Drive Blower (delivery on the COOK is $ to 6 weeks, if you can wait for the COOK deduct $800.00). Ductwork will pen'.re'ate the mol and connect to the elevator shafL All " exposed ductwork will be sealed and water proofed. A plastic pad will be provided to set the fan on; spring isolators and canvas duct connections are included. Stark Roofing, will seal the roofpenctrstons therefore, maintaining the integrity of the roof and warranties against leaks, etc. We will provide the con~'ols to energize the fan upon an amml alarm. The cost not to exceed is $ 13, 200.00, not including sales tax, electrical or fire permit cost if upplicable. Please feel fi'ce to call George Mead or myseififyou have any other questions.. David Pendlemn S e~lior ~..qtimatnr Secretary/Treasurer NOTICE TO PR~)CEED DATE: October 7, 2003 :' ~ ' ' ' TO: R&A Entew~iscs of Carbondale, Inc. ' 5317 County Road/2,4, Ste. 201 Glemvood Springs, Colorado 81601 970-945-6500 or 945-0500 fax FROM: $odi Smith, Project Manager -:' ' · Pitt-in County .... ' .: 76 Servic~ Center Road .Aspen CO 81611 .. ' ' ' You are hcr~.by authorized to pro=ed on October'7 ~0~; or Witl,.in ten (10) ~onlecuti~'~ calendar clay · ~ereatter, with ~e work covered by theContract Documents tifled:_Courthouse Plaza-Ele~;ator Project --Fire Alarm Code Compliance' in'the amount of Twel;e Thdusand, Four B,marfed Dollars and L All reqmred pemuttmg should be approved and on site prior to commencement of work. By: $odi Smith, Project Manager Date -15- NOTICE OF FINAL PAYMENT Notice is hereby given that the Board of County Commissioners of Pitidn County, Colorado, hereinafter the "Board," shall rnnke final settlement for the work F. ontracted to be 'dofi~ on 'the project known as .Courthouse Plaza Elevator Proiect - Fire Alarm Code Complian, ~ , hereinafter the "Project," to R&A Ente~i:i.,~s of Carbondale~ In,', hereinafter the "contractor," ,2003. . ' : - . . on Any person, CO-partnership,' association of persons, company o~' corporation that has furnished labor, materials, team hire, sustenance, provisions, provender, or other supplies used ~r 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 'pr6seehtioh of the work, whose claim ~herefore has not been paid by the Contractor or his subcontractors shall file with ihe Board written verified notice of such claims at any time Up to and i~icinding the time of fi~i~l settlement first stated . above or forever wai~;e 'any and all claims, without lln'~itation, pursuant' to 1973 'CPS 38-26-107, as amended, against the Board of County Comm;~sioners, Pitidn County, Colorado and the'ProjeCt. ;~::.. All claims must be'addressed as follows:- · . ' - . :, .. Board of County Commissioner~ Jodi Smith, Project Manager: .. ' . . '76ServlceCenterRoad' : , :...' .. ~::... Aspen~Colorado 81611 ~ .' . ~ ' CERTLV'ICATE OF SUBSTANTIAL COMPLI~-rION Project Name: Contractor: Contract Date: Contract for (give brief descriptio~ of type of work contractor has contracted to perform) Project (or ~pecified part) shall include'(describe the project or the part of the project to ,have been bm t DefinitiOn'of Date ~f Substantial Completion: The date of "Substantial Completion" of the project (or specified part of thc project) is thc date when construction is sufficiently completed, in accordance with the Contract Documents, so that thc project (or specified part of thc project) can be used for the purposes for'which it ~as intended. .. Date ofSubstantial Complcti'on: Onscrt date) ~ : ,...., · The work performed under the above-referenced Contract has be insptcted by authorized . ' . representatives of Pifldn County and (contractor), and the project [Project] is declared to be substa.n, fially completed on the above date. .,~ ..... "- : ...... '~ "' .' A tentative list of items to be completed or corrected is attached to this Certificate. Thi.} li~} may not be exhaustive, and the failure to include an item does not alter the responstbt ty of the Contractor to complete all of the work in accordance with the Contract Documents. ~.C9. n.tr~,~o.r ~!l~.c~.~pl¢ .t~,th..es. ·. items within days of the date of Substantial Completion. '1 ne.gate ox .-,ubstannal ~ompleuon ~s the date upon which all guarantees and warranties begin, except as noted below. Th~ re~$nslbilities between Pitkin County and Contractor for maintenance, heat, and utilities shall be set forth halp · Dated: Procurement Officer Contractor accepts the above Certificate of Substantial Completion and agrees to complete and correct the items on tentative list within the time indicated. Dated: Signature of Contractor Responsibilities of Pitkin County: (specify responsibilities of Pitldn County as to maintenance, heat and utilities) Responsibilities of Contractor: (specify responsibilities of Contractor as to maintenance, heat and utilities) Exceptions to guarantees and warranties: (set out any exceptions to guarantees and warranties as set out in Contract Documents) NOTICE OF FINAL'ACCEPTANCE Project: Contract Date: .. .. Contractor:. .This is to certify that all of the work required under the above-referenced Contract, (as' amended), has been completed; that the work has been inspected by Pitkin County and (engineer/architect if applicable) and has been found to comply with the terms and conditions of Contract Documents governing the same. Therefore, all work under the above Contract is accepted on ~ehalf of Pitkin'county as of the date written below Notice of Final payment will be advertlsed'(date) and final payment will be mada'on (date). Dated:. Date upon wMch warrantee is to st~.' Pitkin Co nty Board of Co nty Co ~sio ' " By: (procurement of-finer) ' Title:_ I · . Contractor: date: '" -t9- PITI'U~ COUNTY,' COLORADO GENERAL CONDITIONS " CONISIRUCTION CONTRAC'TS ' ' (Version GC-99-1) updated 11/27/01 TABLE OF CONTENTS ....... Article 1 - Abbreviations, Definitions, and Provisions of General Applicability. 1.2 Definitions ' "' Arfide 2 - Preliminary Matters . · 2.1. Delivery of Bonds ' · ....' 2.2. Copies of Documents 23. Commencement of Contxact Time, Notice to Proceed .:~' '. ' ~ . ' -. 2.4. Starting the Project 2.5. Before Starting the. Project 2.6. Pre-construction Conference 2.7. Project Progress Meetings Article 3 - Contract Documents, Intent, Amending, Ownership, Escrow Bid Documents 3.1. Intent 3.2. Amending and Supplementing Contract Documents 3.3. Reuse of Documents 3.4. Precedence of Contract Documents Article 4 - Availability of Lands, Physical Conditions, Referen~ Points. 4 1. Availability of Lands 4.2. Physical Conditions : ...... 4.2.1. Exploration and Reports 4.2.2. Existing Structures 4.2.3. Report of Differing Conditions 4.2.4. Procurement Officer's Review 4.2.5. Possible Document Change 4.2.6. Possible Price and Tune 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 S - Bonds, Indemnification, Liability, and Insurance 5.1. performance, Payment, and Maintenance Bonds 5.2. Indemnification 5-3. Contractor's Insurance -20- Article 6 - Contractor's Responsibilities. · 6.1. General Responsibilities - , .c' 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. -' ~- ., ~ vt",' , ,:, .. 9.1. County's Representative :,. .: 9.2. · Visits to Site 9.3 Proj Ct R p e~ taft ' 9.4. Clarification and Interpretation 9.5. Authorized Variations in Work , . · .: 9.6. Rejecting of Defective Work . 9.7 Shop Drawings, Change Orders and Payments :" 9.8 Decisions on Disputes 9.9 Reserved 9.10 Limitations on The Procurement Officer's Responsibilities ~ · ': Article 10 - Changes in the Work. ' 10.1. County Initiated Changes 10.2. Written Notice of change 10.3. Change Order 10.4. Cona'actor change Request 10.5. Down Time4 10.6. Submittal Requirements and Waiver of Claims Article I1 - Changes of Contract Price or Contract Time. 11.1. Contract Price Adjustments -21 - 11.2. Contract Time Adjustments 11.3. Force Account Work :, ' .;~::','?" :',~" 11.4. Contract Sum Determination .,: · 11.4.1. Direct Labor '. ·,..,. ..... : ,;e' "q. 2 Labor Burden ..:. ' ~' ...... ' 114 ............ 11.4.3. Direct Material, Supplies, Installed F_.qu ment 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 Prieing Data ,' ':'" ' ' 11.5.1. Certificate of Current Cost or Pricing Data 11.5.2. Vendor Statements ":' 11.53. Price Reductions for Defective Costs or Pricing Data . '. 11.6. Variation in Quantity of Unit Priced Items , Al'tide 12 - R~erved Article 13 - Warranty and Guarantee (Maintenance Bond); Tests and Inspections; Correction, . Removal or Acceptance of Defective Work. 13.1. Warranty 13.2. Aceess to Work ':: ' ;' '' ""' ""; ':" 133. Tests and Inspections '" ; ' *'~ "': .. 13.4. Uncovering Work .... '"' " 13.5. County May Stop the Work fecti W k ' !'''': 13.6. Correction or Removal of De ve or . .~. ::.,::,.. ~ , 13.7. Correction Period 13.8. Aeceptanc~ of Defective Work 13.9. County May Correct Defective Work . .. . 13.10. Unauthorized Work .... ' -'"- '; ' ) ' Article 14 .Construction Schedule, Schedule of Values, Payments to Contractor~,~ and Completm 14.1. Schedules " .......... 14.2. Application for th'ogress Payment .... - 14.3. Contractor's Warranty of Title 14.4. Review of Application for Progress Payments " 14.5. Substantial Completion 14.6. Partial Utilization 14.7. Final Inspection ·, · , ' ' ~ ~ ' 14.8. Final Application for Payment 14.9. Settlement Date, Notice to Subcontractors, Acceptance and Final Payment 14.10. Contractor's Continuing Obligation · 14.11.Liquidated Damages Time for Completion Time is of the Essence to the Agreement '- " Liquidated Damages Delays in Work Completion of Construction Phase , ' ... · Excusable Delays - Forc~ Majeure Cumulative Remedy ' 14.12 Waiver of Claims -22- 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 16.1Hiscellaneous. 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. Availabilit]/ .. 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 'hhve been p'repared ~to be incor~orated by/eference int(5 the Contract entered into between the County and 'the Contractor. In th'e event'bf'cenflict of'inconSiste~/cy among'the Contract' Documents~ the"order 'of precedence'set forth in the 'ConWfi~t for Constm~tiofi shall govern the interpretati0h:of:th~! Contract between the 'County hnd th~ Contractor.~ wbr~'~ind 'abbreviations'which have gtell-kii0wfi'.te~bhical Or trade .meanings are used in the Contract Documents in accordance with their recognized meanings, provi.d.e.d h.owever that those. terms'required to' be'defined in the Proposal by the Contni~toi- sh,~l hhi, e the meamng gwen to them' in the Proposal to th~ ~Xtent th,it they a~:;' not in conflict with any'0iher]'Part br term of the Contract Documents. , ..... ~, ,, . ARTICLE i -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 me~nifig sha!l be interpreted as follows: AASHTO American Association of State Highway and Transportation Officials AIA American Inslsrance Association ' ,., AISI American Iron and Steel Institute - ANSI .Amen~can ~Na~onal Standards Institute (formerly ASA and USASI) ASCE - a~mencan ~omety of Civil Engineers AS/VIE' 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 '23- FCC Federal Communications Commission . ~ . FHWA Federal Highway Administration . ' i FTA Federal Transit Administration · I-IVAC Heating, Ventilation, and Air Conditioning MUTCD Manual on Uniform Traffic Control Devices ., , , .. NACE Nationa! Society for Corrosion Engineers , . NBS National Bureau of Standards .: .,.,." " NEC National Electric Code NESC National Electric Safety Code NTPA 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 ' SA.E 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 Undarwfiter's Laboratories, Inc. · UMTA : . United States Dep~utment of Transportafion,.Urhan Mass Transportation Authority :., ". i.' 1'.2...~ 'iWhe3ever used in these Geneial Conditions or in the other Contraft Documents the .followlng terms hax/e the meanings indicated which are applicable to both the singular and plural, unless btherwise stated in .the Contract Documents~ words which have.well-known technical 'or 'constr.u..ction indust~ry · ~s'i acco dan,~ 'th th' g~. ' meanings are used in the Contract Documen n r w~ e~r reco ed mcamngs., :.., .,,~..,. ·Ada',i"a.-"written or ~raphic instruments issued prior t° the opening of. Proposals or Notice 6f Award which clarify, correct or.changu the proposal documents; Contract Doc~m, e/~,tS, drawings, ,d~ta~.!.s 'or specifications. ' ' ' '" Bid - The offer or proposal of the bidder submitted on the pre.scribed form(s) setting forth the prices for the Work to be performed. Bid and Proposal are used intemhangeably. Bidder. Any qualified responsible and responsive.firm or corporation siibmitting a i)r0posal for the Work Bidder and Proposer are used interchangeably. Bid Package - All information ahd standard Contract Documents prepared by the County to assist prepare their bids/proposals. ' potential bidders/proposers to ~ , ' ' ..... : ' ' her' ' ' Bonds - Bid, performance, payment, maintenance bonds and ot 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. ", . Coun~ or Owner - Pitkin County, Colorado. : . .. Contract - All contract documents attached to the Contract for Construction and made a part thereof as. provided herein. -24- Conirac~ DoCUments. The Contract including RFP, ProP°sai, Addendal General Conditiofis~ SPecial Conditions, Contract for Construction, Proi~osal Bo'nd, Notice of Award, 'Payment,. pefformafiCe' .4hd Maintenance .Bonds., D~wings identified in the Contract Documents or anached as art of t . · and Specifications identified in the' teariest for rn'n'"°~ ,~, o, ...... -P ~ .he Proposal_ - --- .---v ...... ~tacnea as pan of the eropOS&l, Affidavit"of Compliance 'form,'Liquidated Damages form, Contractor's Ificense form, Daily Construction Log form, Progress Pay Estimate form, and Insurance Certificates. ': ' -. ., :.,:,, . - ., ;:_..,,, . Contract.fo? ConstrUction. The written agreement betweeh CouniV and. Contractor covering th6 W~Jrk to be performed. , · · - ' Contractor -;rhe 4i~allfied resl~nsible and r6spoasive firln or corporation with Whom the Cou.nty has entered into the Contract for Construction. . Confi-act Price. The m'0neys payable'by the County to the Conimctor under the Contract Documents as : stated in the Contract for Constr/icti6n (subject to the provisions of paragraph 11.4.), except for the Minor Contract Revis!ons item(s) which a/e subject t6 the County's v0fitten authorization for expenditUl:e. Contract Time - The number of the consecutive calendar days or the working days and/or the deadline · set in the Contract Documents for the comple~ion of the Work: Daily Construction 'Log - A form furnished by the County Procurement Officer, used by the County ,' Procurement'Offiee~ to record the Contractoi-'s daily wOrk-~uanfifies mid project events'; When:~i:iui~-~d by Speciai Concfffions, the daily construction log ~s the only verified 'jfistiff~afion fol' 'pa~m~nf'to':ihe Contractor. · ,e~ecnive. An aojecuve which when modifying the word Work refers to .Work that is u~atisf.,acto,ry; · faulty o~ deficient, or does not conform to the Contract Do'meritS, or does not"mee-~'th6 req~iirefi~'ehis of any xnspection, reference standard, test or approval mfeixi'd t0in the"c6ntract..D6~ents, 'ofha~q/een damaged prior to the Procurement Officer's recommendation of final payment (unless responsi.hility for the'prut~cfion 'thereOf has b~en a.?sumed by'the 'county at Subst.4/~tial Completion ' parag~a~3h 14.~, or 14~6). ...... · ........ ~7:z..: ........ Drawings. The part of'ihe' Contract Documents which show the character and'scope of the Work:to be performed and which have been prepared or'approved by theprufessional 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 "Ha~'~'~rd,nfe Ik4'~t~.,4 , . ...... · ........ -- ..............ms snau nave me meaning set forth at 42 U.S.C. § :,ou~l,~) and regulations promulgated pursuant thereto, . ' ~ Laws and Regulations; Laws or Regulations - Laws; rules, regulations, ordinhnces, procui'ement code and/or orders. -25- 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, withi,'n the time specified, the County will sign and deliver the Contract.....;~. ? .; .'~, :-': . ," ,. ' · · ' . "n notice 'yen b the'~County to the C~ntractor fixing the date on which the Not,ce to Proceed A wnrte g~ Y .... ' ....... '-~-.*~' ~^---~ctor's - "'* '" ..... · to run and on wmcn u:mtractor ,, snail start to i..:ontract inlle wll~ co..uauc..~ . . , . · . r 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 o£ the Pitldn County Home Rule Charter, Resolution No: 82737, April 12, 1982. , "' - · Progress Pay Estimate - A form furnished by the ?ro~urement Officer, which; when required by Special .·:conditions, is to be used to record, appro.ve, and pro~ess payment when the Contractor requests progress or final payments' and which is to include such supporting documefitafion as is xequired by the Cogtract Documents. . . ' mojeCi :The tarsi constr~ction of which/he Workio 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 °bsen~e c~struction, materials Placement and testing and to'prepar~ the Daily Construction Logsand field reports. procurement Officer -That person identified as such in the Request for Proposals. . 'Pu~cl~ l'~Int - A form or letter that lists'all incomplete or deficient Contract ~y_ems, an is prepare UlX?.n ' tis k by he Pr ' ,jsubst~ihfial comPle n of the.Wor t ocurement Officer .... ~,~ i ' · "' '. ' ' ~u a~owin,,~ di~'am.% illustrations, brochures, schedules and other data ~vhleh are Shop Drawings ? ~, ,~,. t, ,. ,,---. " specifically prepared by or for the Contractor and/or the Subcontractor to illustrate some portion 9~ the Work and all illustrations, brochures, standard schedules, performance charts, instructions, diagrama and ~ other.information prepared by a Supplier and submitted by the Contractor and/or the Subcontractor to illusfi'ate material or equipment for some portion.of the Work. . . ' ' of Specifications - Those portions of the Contract Documents consisting of wnuen technical descnptmns 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 df{eel c~ntract ~tith the 'Contractor or ~;ith afiy other · Sub-contractor for the performance of a pan of the Work at the site ..... '.'. Substantial Completion - The Work (or a specified pan thereof) has progressed to th~ 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. -26- 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'n'ot perforfi~ labor at the site ..... , ,... :. Underground Facilities. All pipelines, conduits, ducts, cables, wires, manholes;,g, aults, tanks, tunnels or other such facilities or aRachments,' and any encasements containing such fa'cilities which have been installed underground to furnish any of the' following services for materinis;.electricity, gases, 'steam, · liquid petr61eum products;telephone or other communications, cable television, Water, wastewater and surface runoff removal, traffic or other control systems. · .' .... ~ ....· ,. ·.. ., Unit Pri,~. Work Work. The entire completed construction or the various separately identifiable parts thei'eof required to be furnished under the Contract Documents. Work is the result of performing services, furnishing labor and famishing and incorporating materials and' equipment into the consm:ction, all as required by the pC-o: ontra~ .Documents and those not. specifically mentioned but necessary for su, coessfui'completion of the posal ~te.~.. . - . . .. Written Notice or Written Notice of Amendment - A written amendment of the Contract Documents, signed by the County and the Contractor on or after the Effective Date of the Contract for Construction and normally dealing with the non-engineering or non-technical rather than sffietly Work-related aspects of the Contract Documents ,. ARTICL£ 2 - PREI,I~ARy MA'ITI:~S 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 ConWactor is required to furnish in aocordance:with paragraph 5.1.. .. · 2.2 Copies OfDocumen. ts: .. · The County shah furnrsh ~to the Contractor up to five (5) copies (unless otherwise s cified pe ) 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.~ Commencement of Contract Time, Notlce 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 shah 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 83q0 Or the Procurement Code. The County shall issue a Notice to Proceed after either (a) the County Manager and/or appropriate · department or sect~0n hud has executed 'the' Contract4 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 DOcument~ and has delivered the spenified 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. -27- 2.4 Starting the Project: The Cdntractor shall start to perform the Work On the date when the Contract Time commenCes .t.o 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~ Before Starting the project: ' .' , · ,..?:v ::'::."': · -. ,, ".:' ", ~": .v :, : . Before undertaking each part of the Work, the Contractor shill carefully study and compare the Contract Documents and check.and verify, pertinent figures shown thereon and all applicable field measurements. The Contractor shall promptly ~eport in writing toAhe Procurement Officer.any ,~nflict,.error or discrepancy which Contractor may discover and shall obtain a vaiUen interpretation or clarification fxom 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 ~ the Special Conditions or General Requirements), the Contractor shall submit to the procurement Officer for review: ~ ' :: ': ' ' 2.5.1.1. ~ An estimated progres~ 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 2.5.13. Quality Control and Quality Assurance (QC/QA) plan and policy to identify the specific ,. steps the Contractor will take to ensure:the highest quality in thc constructed Proposal . items. · · ' ' · ' ' ss. 2.5.1.4. A Work Zone Safety Implementation & Enforcement Plan vath specific ~ction proce 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: . ./ .. ,,' _ ' ' ~ ,: ..... t'.' Within seven (7) consecutive Calendar days after the EffeCtive Date of,the lXlofice of AWa~c~ a~d before the Contractor starts the Work at 'the site, he/she and all of his/her subcontractors and suppliers shall attend a mandatory pre-constroction 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. ~[CLE 3. CONTIiACT DOCU~S: iNTENT, AMENDING, REUSE · 3.1 Intent. ." ' ' ' t · 'The Contract Documents comprise the enttre, agreement;be_tw_e_e_n..' 11 ¥ .' concerning, the Work. The Contract Documents a~e compxemema, y, ....... , - · binding as ff called for by all- . . ' - ' · '., ' . ' .3.1.1. '~ It is the intent of the Contract .Documents to describe a functionally complete Project (or part thereoi) to be constructed in accordance with~the Contract Documents.. Any Work, materials .or equipment that may reasonably be inferred fiaam the Contraot 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 othenvise specifically sated.~ However, no provision of any ieferenced 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 inthe Conffact Documents, nor shall it be'effective ~to assign to the'~Pro~urement 'Officer, or any of th¥!Prbcureme~t Officer's consultants, agents' or employees, -any' duty' or authority, to supervise' or "direct;;the' furnishing 'or performance of th~ Work, or any duty or authority to undertake responsibility contrary to' the provisions of Axtlcle '9. 'Clarifications:and interpretations of the Contract DoCUments 'shall be issued by the Procurem6nt, Officer as ~m'ovided in Section 9.4. ' :' , .... . 3.1.2. If, during the performance of the .Work, Cont,;actor finds a conflict, error Or discrepancy in the Contract Documents, the Cofitractor 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. The.Contxact DOcuments may be amended to provide for additions, deletions and ' 3.2 Amending and Sup~lementlng Contract Document~: '" ' revisions in ihe Work or to modify the terms and conditions thereof in one or m,O~re of the following ways: 3.2 1 A formal Az?ndme, nt of the Contract for Construction; ,: .: . 3.2.2. A Change Order pursuant to paragraph 103~ Aa 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 6r more of the follov~ng way~: ·: ' 3.2.3.1. ? A Field Order (pursuant to oara'trmnh 9~'¥ 3.2.3.2. The Procurement Officer's approval 6f a'Sh0p Drawing or!sample.(pursuant to pamgt:aphs 6.18.5 and 6.18.6); or, :' 3.2.3.3. The prOCUrement Officer's written interpretation or clarificatioh (pursfiant to paragraph 9~4). $.,~ 'Reuse of Document~: - · · · 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. .;.4 Precedence of ContractDocuments: Notwithstanding the precedence set forth in the Pitldn County Co"struction Contract Agreement, a change Order go~;erns over all other Con..tra...ct Doomaents impacted by the change. The Special. Conditio~ govern o. ver t.he General Conditions.'~in ease of conflict between the Drawinm; and Specifications, specifications govern. Technical specifications govern over any conflict..'~ng provision of the RFP. Figure dimensions on Drawings govern over General Drawings. 4.1 Availability of Lands: -29- 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 an~ conditions or provisions contained in applicable .easements relating to the lands upon which the Work is to be performed. ~ . · 4.2 Physical Conditions: . ... 42.1.' EXPLORATIONS AND REPORTS: Reference is made to the Special Conditions for identification of those reports of ~xplorations 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 ns 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 wtth . respect to reliance upon the accuracy of the techmcal data contained m 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 s~uctures (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 r~spect to reliance upon the accuracy of the technical data contained in such drawings. . . . ~ . 4.2.3. REpOR~'0F DIIjI''i~RING CONDITIONS: :If the Contractor.believes tha~ 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 fro~ that indicated,'reflected or ,- referred to in the Contract Documents, then, the Contracter 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 Ofcer in writing about the inaccuracy or difference. 4.2.4. PROCUREMENT OFFICER'S REVIEW: The Procurement Ofiicer. 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 Ofcer's findings and conclusions. , : 4.2.5. POSSIBLE DOCUMEaN'T CHAIqGE: 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. POSgIBLE PRICE A_ND TI2VIB ADUdSTMENTS: In each such case, an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, or any combination thereof, will be allowable to the extent that they are attributable to any.such inaccuracy or.difference as described .in Section 4.2.3. The Contractor shall meet with and obtain approval from the Procurement Officer or his/her des~gnce prior to maplementmg any such change in the Work. ~. · '~ -30- 4.3 Physical Conditions. Underground Facilities: 43.1. SHOWN OR INDICATED: The~i~formation 'and data 'shown or i~d~cated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the site is based on · inforniation and data' furnish;.d to 'the C6unty or th6 PrOCUrement' Offic~i-'by .the owners of such : Underground Facilities or by Others. Unl,,ess it is. otherwise ek'~ressly provided in'the SPecial Conditions: 4.3.1.1. The County and the prOCUrement Officer 'shall not be responsible for the ac'curacy or completeness of any such information or data; and, .-' 43.1.2. The. Co.nt~a..ctor sh~!l hgve fall responsibility for determining the existence of all Underground Facilmes, for reviewing and checking for all shch information' amd data, for locating 'all Underground FaCilities'sh0wn'or indicated in th~ Contract DocUments, for coordination of the Work with th6 owners of such 'Underground' Facilities. during construction~ 'for the safety and protection thereof us provided in paragraph 6.20 and for repairing any damag~ thereto resulting from the Work, the cost of all of which will be considered as having been included in the ' Contract PHce. - ,' . .,,. :. . . _._4~: NOT SHO, WN OR INDICATED: If an Underground Fac~ty is uncovered or rev contiguous to the site'which was hot shoTM or ind;,a--,~ :- ,~-- ," ..... · - ealed at or ..... a,t Lat~ x.aoatract L/oglmlents and which Contractor 'could not reasonably hav~ foreseen, Contractor shall, promptly after b6c6ming'awa~e thereof and before performing any Work affected thereby (eXc~l~t in an' emergency: as' pdrmitted by paragraph 6.17.1), identify the owner of such Underground Facility and give written notice thereof t° that owner and to the County-and the Procurement Officer.' The Pr6cure'ment Officer:will promptly re.vj'~V~:the Underground ' Facility to determine the extent to which thd'Contract DoCUments shO61d be '~6diiied' io reflect '~nd document the consequences of the existen6e of the Underground Facility, and the Contra~t Doct~ehts will be arnended or supplemented to the extent necessary. Durin'~: ~uch'timb~':'Contr..~L. tor 'shall'be responsible for the safety and protection of such Underground Facility ns provided in paragraph 6.16.1. · The Contractor shall be allowed an increase in' th6 Conixact Price or ~in 6xtensinh~of th~ Contract Tune, or · both, to the extent .that thcy"~re '~ttributable to the' ext,'fence of any"Underground Facility that'~za~'6ot shown or indicated in the Contract Do~-nent~ and of which· the Coniractor-k:oald ~)t reasonably, hh~,e · 'been expecffed to be 'hware i~f ~uch Underground Facility and subject to acceptance ~nd 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 b~ responsible for layingout the Work, shall protect and preserve the established reference points and shall malco, no changes or re-locations Without the prior 'written approval Of the County. · The Contractor shall report 'to the Procurement Officer whenever any reference point is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points by a 'Registered Professional Land Surveyor Licensed in the State of Colorado. 4.5 Protection and Restoratt3n of Property and Landscape: 4.5.1. The Contractor shall be responsible for the preservation of all public and private property and shall protect carefully from disturbance or damage all land and property and shall protect carefully from disturbance Or damage all:land and monuments and property marks until the PrOcurement Officer has witnessed or otherwise referenced their location and shall not remove them until directed. 4.5.2. The ContracR)r 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 -31 - manner or method of executing the Work, or at anytime due to,defective Work or ma.re, rials, and.said responsibility shall not be released until the project shall hav-e..been completed and accepted. ..... '..'.. v,~,, ,~r Where inv d" or indirect da~age'0r inj~i~ is done to public or private property 4.53 ...................~ ~rect . · .... ,by or on account of any act, omission, neglect, or.miscondgct by th~ .C~ntractorin.~e. 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 qr injury was done, by repairing, rebuilding, or otherwise restoring ~ 'may.b~ directed, or he shall mak~ good such damage or injury in an acceptable manner. ~ ~1.5.4.. State Highway 82, State Highway ~33 and the'County roads within the County are viewed by the,County ns.a communi~] ~sset. ,The .Co,,Unty, therefore, de~ires to save ail vegetation and other environmental features except for those' w. hlch have been specificully.,identified 'for removal in the Contract Documents., . ' . '. ' ..... · ' ' ' ' e g and st iling excavated matefi~l · S ' 4.5.5. Materials storage, equipment parking, vehicl parki{{ bckp shall be allowed only in those areas designated by the Procurement Officer. . 4.5.6. Specific a~eas of ,~/egetation and other environmental features to be protected shall be sfiked, fenced, or otherwise marked in the field by the Procurement Officer. However, the fact that areas of vegetation and other environmental featu3es are not marked ihall not necessarily mean that those.!tems are expendable.' .The Contractor.shall,perform all his activities ,in-such a manner.lthat the,~l, enst . . environmental aamage shall result. Any. questionable .area.4 or items 'sh.4il be brought.to th~ 'attention of the Procuremefit Officer.for ~ppioval prior to removal or.any damag~ hCfivity...Damage o} deatm~qn of unmarked .{tees or shrubs which 'could reasonably have been saved shall therefore be subject to 3.he provisions these General Conditions. -. _ 4.5.'/. Il the fence, ~tal~g or marki~gis knockeci down ;'~ dast{oye~l"by the Contractor, the Procurement Officer shall suspend the .Work in whole or in pan, until the. fence or othe~.pifitectign 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 Contradt Tune or.for conipe~afion to the Contractor. ~.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. ff the Contractor is deemed to be responsible, then the replanting shall be done by the Contractor at his/her expense. - If the County is responsible, the costs will be reimbursed on a minor contract revisions (MCR) basis unless existing co~t proposal covers the Work. .... 4-.5.10. With respect to replacement of trees and shrubs that have been damaged or destroyed, the following conditions shill apply: . . a$.5.10.1. - , Trees or shrubs of replaceable size shill be replaced by the Contractor at his/her expense, ff 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 bnsed upon averages derived from current prices of nurseries growing the plants, plus the cost for planting and a guarantee for , the first growing season. ' ' ': -32- 4.5.10.2. When trees or Shrub~ be~'ond re '" ' '~' r placeable s~ze 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 contraci0r fr6~ liability fo.{ any damages or Cost~' resnlting from delays t6 the County · ~traveling pu'~lic or other con~ctOrs.' ...... ., -. . . . ~..: ...... ~ ,., , 4.6 Ha:,ardoUs Mat~rial~'''i , ..... ~ , · ...~ . '." 4.6.1. Prior to comme~dement of any Work and as a cogdition precedent to' payment by the County Of any c0st~'for it, the Contractor'shall at ~io'additional ~ost to the County conduct tests the 'contractor deem.~~ ne'ces~a~y i~ determine the existence of I4a?nrdods Materials by apPropriately licensed '. Sub~ntr~ctor~ br entities' The' County ihall reimburse the Contra6tor for the invoice costs Of the 'res'ts, only,, m t.he, event that the Contract6r furnishes the CotmtV'~ith"~ertifled te~t ~tata' and results which conm, m the ekistence of Hazardous'Materinls. .. · : .....,, 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 pl:operty is within the Project b~undaries, and'~re' not ,~es'e.-...;-~-- .~-- --' -' .... ,,,u..?..o?, .me .~,~.unty sna~, 'upon ,the request'of' the ContraCtor, and'subject to bud=et and apprnpr~ation, detemune and 'Obtain the al~Propria~e disposltio'n Of the"H,~z,~?dous Material~ under applicable Laws and Regulations, and make such equitable adjustment in the Contract .,as is fea~l~ and . appropriate i~, the circumntances. - ....... ~ 4.6.3. If 14nz~rdons Materials are present on'or under the real propertY ;within Prc~j~ct b~ounda~.'e.s as a result o.f any discharge, dumping or spilling on the Project prooertv durin¢, the term ~,r .atra.ctfv an~ par~y, racludin~g the Contractor, other than an a~encv of the ~"x'e~i~;,. h~g,-h AY c,-"~ reaera~ ~overnment, the Contractor shall at the'contractor's 'sole cost and'~:xpen~e, cause any such l-lnz~rdous Materials to be encapsulated, tr~afed or removed from the Projec~ ~roperty drill transported i'or fina~ disposal !n accordance with all app.licable Laws ,and~ Regu/ations, and shaH.cause the ect · Proj property ' to be restored, to its co6ditioll ex~stillg'l~ri6i ~o s. ach rembval (~Xeel~t~ for~ the absen of the Hazardous Materials), mcluding'~ tO the exnear'req6i~ed;~'any gr~di~ig and rEi~orb, e~Ent' hee~s~b ~to restore the weight-bearing capacity of the Project propers, prior to such event. 4.6.4. The County shall not be responsible for the cost of and the removal or clean-up of Hazardous Materials found in any materials brought to the Project Site, after the Project Site is turned ov6r to the Contractor. .- ,- ... 4.6.5. The Contractor shall provide the Procurement Officer with a written certification each time materials Or eqhipment is brought onto the Work ~ite that shch materials or equipment do not contain Hazardous Materials. ~ . 4.6.6. The Contractor and the County shall c~operate 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 Contracto'r's RePresentations -' : . By ~xEcuting 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.. -33- 'iCATION AND INSURANCe. ARTICLE$-BONDS, INDEMNI~ , . ,; " " .. .. ..... - .... . 5.1 Performance, Payr~'nt~'and Mainten n o : ~ " ' ~ ' ' '~'," ,, ~ _._t ;.~:.v~'~..,. n.~vment_ bkf hud/or maintenance Bonds, each m an ...... ,5~'~"~.a {. the Rehuest for Pro~oi~ls as security for the'faithful performan? aha paymen~ .? .a. the Contractors obligaUons under the Contract Documents. These Bonds shall remain m effect unUl job is advertised and closed except for any required Maintenance Bo~id which sh~ll ~emain. in ,full force and effect for nvo (2) Year~ from the date of project closure, except as otherwise providedby'the Conffact Dochmcnts. The .Contractor sgd. l also furnish such. ,bther',Bohds as. are ~re?uir,ed by "the Special ' 'diti6hs All Bonds 'shall be ln"the fofiim prescribed .by Law Or Regulation',oi: ?y, the C~ntract .~.~Con . '-. ,__.-_:.__' ....~ ~;.;' ...;g .urities as are named iff the ~urrent list of iC0'~pi~es'Holding ~e°rtC~ifi~tnc~,ao7 A~t~;~i't~;'y'CaUs Ulc~'~ti~-iuretiek 'on ~ederal :Bands 'and as .A~'ce~ta, ble' ?eini'uring Corn a~ies 'as published in Circular $70 (amended) by thc Audi{'.Sti.ff'Bureau of. Ac~unta,'.U.S. Tree'fy Department. All Bonds signed by an agent must bc accompanied by a cemficd copy of thc authority to act. - - J- -- ' "'-'- -- -f--. nond f~rnished bli~Contract0r is dccl~cd a 'bankrupt or ~ccomcs .1.2. II inc surely on ~,ny z, j . ... . insolvent or its ri§bt tn do busin'~ss is terminated in any state or ~t ceases ~c meet the requirements of paragraph 5.1, Contractor shall within'.five days thereafter ~ubsti'tute~noth?r Bond and Surety; .both of wMch must be acceptable to the County. ,. ...... . The Contractor agrees to indemnify and hold harmless the County as set forth iri the County's Required Clauses, paragraph 6. .. ...... $.3 Controetor'sIn~urance: . . -. .,. ,,~,:t,, i. . . .. 5.3.1. The Conwactor agrees to procure and maintain, at its '.own ~Xpense, a policy or po!~mes of insurance as specified in paragraph 7 Of the Required Clauses. .;- . . .:,1 ... ,, ,: ,,..~-~ .... contractor shall cause any '$ubeo'~tractgr of the contractor to procure and maintain, the minimum insuranc~ coverages listed in the,Reqnirgd Clausii; paragraph 7-, ARTICLE 6 - CONTRACTOR'S'RES~'ONSIBIL1TIES 6.1 Gehiral Responslbilities~. - ' ' 6.1.1. The contractor shall' ~rform all Of the Work in confo'rmance with the contract Documents. 6.1.2. Th~ Contractor covenahts 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 C_,o..ntract 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 .... · ~' ...... ~°-d Work which meets the results iequired by,the Contract Documents, ~ responslnle ior ptOVlfllng ~;Olalpt~. · . . and shall achieve SubStantial Completion by thc 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 Pwposal in. accord:mFE w. ith their respecn e degr~us of participation provided and represented tO County. Other construction services shall be performed by qualified construction Subcontractors and Suppliers, selected and paid by the -34- Contractor. Nothing contained in the Contract Documents shall be construed to c~eate any obligation or contractual liability running from the County to a:n,y of these persons or entities. 6.2 Supervision and Supetlntendence: ,: . ' ~ 6.2.1.' The Contractor'shali supervise and direct the Work competenily and efficiently devoting such attention thereto and applying such skills and 'expertise a~ 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, andEquipment: '.: .' .. ~ " " 63.1; The Contractor shall Provide competent, suitably qUulifi~d personnel to survey and lay 'out the Work and perform construction as required by the Contract Documents. The Contractor shall at all times maintain good discipline and Order at the site. Except in connection with the safety or protection of persons or the work or property at the site or adjacent thereto, and except as otherwise indicated in the . Contract Documents, all Work at the site shah be performed during regular Working hours, and 'the Contractor will not permit overtime work or the performance of Work on Saturday, Sunday or any legal holiday without the County's written consent given after prior written notice to the Procurement Officer. 63.2. Unless otherwise specified in the .County's Contract Documents; the Contractor shall fUrnish and assume .full responsibility for all materials, equipment, labor, transportation,, construction equipment and machinery, tools, appliances, fUel, power; light, heat, telephone, water, Sanitary facilities' temporary facilities and all other facilities and incidentals necessary for !he fUrnishing~ performance, tes~.ng, Stall-up aid completion of the Work. ., - :. o .. .,.. --. · · :'6.3..3. All materials and equipment shall be of good quality and new, except as,otherwise Prodded in the Contract Documents. If required by the Procurement Of:ricer, 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 shah be applied, installed, conn6cted, 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 a~y 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 SCh edide: The ConGactor shah sub'nit 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.s Sut, .tes o/ 'Or. V" ,i' Ztems: " 6.8.1. Whenever matefiah or eqnipment a~e 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 -35- 'intended to establish the type, function' and quality re'quired. Unless {he 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 · ' Officer for review of substitute items of material and equipment will not be accepted by thc .Procurement from anyone other than'ibc 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 functionh and achieve the results called for by the general design, be similar and of equal substance to that specified and ' be suited to thc same use as that specified..The application will state that the evaluation and acceptance · of the pi0posed 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 chang~ in any of the ' Contract Documents (or.in the provisions of any other direct contract with the County for work on the Project) to adapt the design to the proposed substitute and whether or not inc6rporation or use of the substitute in connection with thc Work is subject to payment of any license fee or royalty. All variations of the proposed substitute from that specified will be identified in'th'~ 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 chanl~e,~all of which · ~hall be considered by Procurement Officer in evaluating the 'proposed substitute. The Procuremeht . Officer may require the Contractor to furnish at Contractor's'expense ad, ditional data ab,out the proposed substitute- ' ' ' ' ' ' ' ' ' ' ' 'i, : .'": :.'..';~';'.: ;..' 'i 6.8.2. H 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 0ffice~ will be al~o~ed a reasonable time ,~thi~{ whi'ch io 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 procuiement 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 thc 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 su~sfi~te. 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 thc Cou,.nty 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 -36- acceptance (either in writing or' by falling to make written objection thereto by the date indicated for acceptance or objection 'in the proposal 'doCUments.6r 'the ~'Cont~act DOCUments) of 'any such · Subcontractor, Supplier or 6ther person Or organization so identified may be revoked on the basis of reasonable objection after due" ' ' mvast~gatmn, m which case 'the Contractor ~hall submit an 'acceptable substitute, the Contract~'prine v)ill be increased by~tbe:diffe~.en~e iht he 6ost ocoa~i6ned 'b); :~uch · substitution and an appropriate Written Notice;of Am6~dment signed. No acceptance by the Count~ or the Procurement Officer of any 'such Subcontractor, Supplier or other person Or organization shall constitute a waiver of any right of the County or the Procurement Officer to reject Defective Work. 6.9.3. 'The Contractor shall be fully'/'aspdfisible t6 the Cohnty and the Procuremen~ Officer for :' all acts and o~issions bf the SubContractors; Suppli6r~ and other persons and Organizatlon's'pedormlng or furnishing any of the Work"under' a dirEc~ 6r indirect contract with Contractor just as Contractor is :resPOnsible for'Contractor's own acts and omissions. Nothing in the Co~tract Documents shall creat6 any contractual relationship between the County or the Procurement Officer' and'any such :Subcontm6tor, · Supplier or other person or organlzation; nor shall it create any obligation on. the par~ of the County or the Procurement Offlc~r to pay hr to see to the payment' of any moneys due'any Such Subcontractor, Supplier o~r other person or organi~tion excePt as may otherwise be required by Laws and Regulations. ' .- ' 6.9.4; The dibisious and s6c~inus 'of the Specifications and the idenLificatious of any Drawings shall not control the Contractor in dividing the Work among SubCOnt~t0rs 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 pursu _a~,'t ~6 dh ~ppr~pHate 'agreement between the Contractor and the Subcon~'act0r ~vhich 'sP6cifiCally:binds the S~bContractor to the Applicable terms and conditions Of the 'contract Do.cuments for the bEriefit'~f the 'Cou~t~'~iiid the 'Procurement 'Officci'~ '" · d Ro~altie ' ·' .. 6.10 PatentFeesan s: p ' · th ' The Contractor s ay all license fees' and royalties and assume all 'cos~ incident t e as~ inthe · Performance of the Work or the inc6rporatioii' in the'Work of any inventi0fi, ~tesigh; i~mL-:edS;~ i~-6duct or device ~hich'is the subject of paten~ rights or copyrights held b~ others. Contractor Shall indem~ a~d h°ld harmless the County and the Procurement Officer and ahyone: dirEctlY'or indiredlY ~mpl0yed by '~r either 6f them'bom 'and against all Claims, damage~, iosses'~ind expenses' (inClu'ding httorhey's"feet and 'court c~sts) arising out of any infxingement of patent: rights o~: 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 infxingement of such rights. '. 6.11 Permits: Unless otherwise provided in th'~ Special Conditions, 'the Contractor shall obtain and P~y 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 ail 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. -37- . 6.~2.2. If the Contractor observes that the Specifications or Drawings are at x;ariance with any I~ws or Regulations, the Contractor shah give the Procurement Officer prompt written nOtiCe thereof, and. any necessary.changes will be authorized by one of.the methods indicated .in paragraph 3.4. If the Contractor performs any ,Work knowing or .having reason to kn6~v that.it is contrary to laws or Regulations, and. with. o~t such notice to the Procurement Officer, the Contractor shall.bear fill 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 Co6tract Price shall include all other federal, state,, and/or local direct or indirect taxes which do apply. The Contract Price sl~all include'the cost of COmpliance with all other Federal laws and : Regulations at no additional cost to the County (except as provided in the Contract Documents). The Contractor shall not be reimbursed separately for any taxes which may apply except as provided in Contract Documents and the Contractor shall be responsible for all taxes which may apply. The County .is tax ~xempt from Federal Excise Tax and Colorado state or local sales or use taxes as stated in paragraph 8 of the Required Clauses. The Contractor and its Subcontractors shall :ipply to the Colorado Department of Revenue for a Certificate of Exemption indicating that the Contractor or Subcuntractor's .purchase of construction material or building materials'is for use .in a building, structure,, or othe~~ public work owned and used by the County. ' ' . ' .' ~" 6.14 UseofPrem~ses:~: ,~ ~':' ' ' ;:~ ': ' ~ ~ ":;" ':' ' :' ' d ,' . 6.14.12 The Contractor shall confine construc?'on equipment, the storage.of .matertais an ~quipment and the operations of workers to the Project stt~ and land and areas permitted by the Contra~t 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 t~ereto, resulting from the performance of the Work. Should any claim be made .against the Count~ Procurement Officer by any such owner or occupant because of the performance of thc Work, Contractor shall promptly settle .with such other Party by agreement or Otherwise re~olve' the claim by law, ,The Contractor shall,.to the fullest extent permitted by Laws and Regulations, indemnify and hold the County and the Procurement Officer harmless from and against .all claims, damages~ losses and .expenses (including, but not limited to, fees of e~gineers, architects~ attorneys and other professional~ and ~.ourt costs) arising directly, i~{directly or consequentially out of any action~ legM or equitable, brought by any such other party against the County or the Procurement Officer io 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 shah remove all waste materials, rubbish and debris from and about the premises as well as all tools, appliances, construct~0n equipment and machinery;,temporary structures, stumps or portion~ 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 bc loaded in any · manner that will endanger the structure, nor shall thc Contractor subject any part of the Work or adjacent property to stresses or pressures that will 6ndangcr it ....... · - ...... . .. 6.15 RecordDocuments: ' .' ' ' ~ ' -38- The Contractor shall maintain in a safe place at the site one record copy of all Drawings, Specifications, 'Addenda, Written Amendments, Change 'Orders, Work Directive Changes, Field Orders and written interpretations and clarifications in good order and annotated and updated weekly to show all changes made during construction. These record documents together with ail approved samples will be available · to the ProCUrement Officer for reference.~ Upon completion of the Work, these record documents and samples will b,e deliver.ed to the Procurement Officer for the County. 6.16 Safety and Proteciion: . ; .... 6.16.1.. The Contractor shall be solely responsible for initiating, maintaining and suPervising all · safety precautions End programs in connectiofi with the Work. The Contractor shall take all necessary precautions for the ~afety of, and shall provide the necessary protection to prevent dalnage, injury or loss to: '6.16.1.1. All employees in the Work Area hnd i~ther persons and organizations who may be affected thereby; .'~ . "6.16.i~ All the Work and materials and equipment to be incorporated therein, whether 'in storage on' or off the site; and walk% 6.16.1.3. Other pr°peny at the site or adjacent thereto, including tre~, shrilbs, lawns, pavements, road-ways, structures, utilities and Underground Facilities not des~guated for removai, relocation or re'placement in the course of construction. The Contractor shali b~ required to assume sole and complete responsibility for job site conditions during the cour~ of construction of the Project, including the safety of all persofis who may enter on the job ~ite for any reason and the security of all pmporty located on the job site. This requirem6nt shall apply at all times during the courses of the contract and not only to normai work hours. .- -', 6.16.2. The Contractor shail comply with ail applicable laws, ordinances, rules, regulations, and · orders of any public body having jurisdiction for the safety of persons or propert~ or to'p~bteei them from · damage, injury or los~; and shall erect and maintain all 'necessary safeguards {or such sfifety and protectlo:i~ The Contractor shall notify owners of adjacent property and of Unde/"~r'ound Facilities and utility owners'when prosecution of the Work' may affect them, and shall cooperat& with them in the protection,' removai~ relocation 'and replacement of their property.~':'Al] 'damage, injury or'loss-to ~ny property referred to in paragraph 6.16.1.2 or 6.16.1.3 caused, directly or indir~'tly~ in Whole or in ~art, by the Contractor,' any Subcontractor, Supplier or any other person or organization directly or indirectly employed b9 any of them to perform or furnish any of the Work or,anyone for'whos~ a? any of them may be liable,' shall be remedied by the Contractor. The Contractors duties an~t responsibilities for the safety and protection o'f the Work shah continue until such time ns ail 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 Substantiai Completion). .. . . .. 6.16.3. The Contraotor shall designate a responsible person at the site whose duty shail be the prevention of accidents in the confined spaces. This person shall be the Contractor's superintendent unless otherwise designated in writing by Contractor or County. 6.16.4. Contractor has the affirmative duty of ensuring compliance with ail Occupationai 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~roviding required safety instruction for Contractor's SubconRactors and employees, and of immediately taking precautionary measures when necessary and remedying all identified OSHA violations. Daily, and other, inspections of -39- the work site, including excavations, adjacent areas and protecfiv~ systems, shall be the sole respohsibility of Contractor. Contractor's obligation to indemnify Coun't:y specified in the Required Clauses shall include failure of Contractor tO effect full compliance with OSHA yegulations. · .. 6~6.5. The Contractor shall at all tunes conduct the Workin such manner as will incur the least No sebfion of any road shall be closed to practicable interference with traffic and existing utility systems. the public, nor any utility system put out of service except after'permission has been granted b2} the Engineer. Each item of Work shall be prosecuted to completion without delay and in no instance will the . Contractor b6 permitted to transfer its forces from uncompleted Work to new.Work without prior written · notification of the Contractor t° the Engineer. The Contractor shall not open up Work to th'e prejudice of Work already started. .' Unless the Contract Documents specifically provide fo? 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 mars 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 construcying and maintaining such approaches, crossing, intersections and any necessary features without direct compensation,' except as otherwise provided-" ' ' -' ·" The Contractor sh:~ll not close any road to th'e public except by express permission of the appropriate engineering authority. When the road under construction is being used by the traveling public, special attention shall be paid to keeping the subgrade and surfacing in such condition that the public can travel over same in ~omfon and safety. The Contractor 'shall cooperate with the appropriate °fficials in the regulation of traffic. ' H the Contractor constructs temporary bridges or temporary striim crossings, its responsibility for accidents shall include the roadway approaches, as well as the .strncturei 6f such crossings. "The Contractor shall provide, erect and maintain all necessary bamcadas, signs, danger stgnals and lights to protect the Work and the safety of the Public.' Contractor shall comply with the provisions Of any and all applicable T~ffi¢ Safety Manuals which may be published by a governmental entity .having · jurisdiction over thi Project area).All barricades, signs and obitructions erected by the Contractor shall be illuminated at night grid all devi6es for this purpose shall be kept burning from sunset to sunrise. The Contractor shall be held responsible for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect it, and whenever evidence of such damage is found prior to acceptance, the : Engineer may order the damage portion immediately removed and replaced by the Contractor without · cost to the County ff,'in its opinion, such action is justified. The Contractor's respo.nsibility for necissary barricades, signs, and lights shalI not cease until the Project shall have been acoeptea. ' .. 6.17 Emergencies: ' ' . . ' ' ' In emergencies affecting the safety or protect~o~ of persons or the Work or property at the site or adjacent thereto, the Contractor, without special instruction or authorization from the Procurement Of:fleer or the ~ ' obli ated to act to ~event threatened damage, injury or loss. Thc Contractor shall give the . ~oun y, _ga ....... :-- :t 'he Contractor believes that any significant changes rn the ;. Procurement omcer prompt wnuen uo,,,.~ ,- · 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: ' ' ' after complying with applicable 6.18.1. After checking and verifying all field measurements and procedures specified in the Contract Documents, the Contractor shall subunt to the Procurement Officer -40- for review and approval in accordance with the approved schedule of Shop Drawing submissions, ghr;e '$) covies (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 ihe 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 Contrant Documehts with respect to the review of the submission and will be identified clearly as to material, Supplier, pertinent data such as catalog · numbers and the use for which intended. 6.18.3. Before submission of each Shop Drawing or sample, the Contractor shall have 'determined and verified all quantities, dimensions, specified performance criteria, installation requirements, materials, catalog numbers and similar data 'with respect thereto; and reviewed or coordinated each Shop Drawing or sample with other Shop Drawings and samples and with the requirements of the Work and the Contract Documents. 6.18.4. At the time of each submission, the Contractor shall give the Procurement Officer specific written notice of each variation that the Shop Drawings or 'samples may have from the requirements of the Contract Documents, and, in addition, shall cause a specific notation to be made on each Shop Drawing submitted to the Procurement Officer for review and approval of each such variation. 6.18.5. The Procurement Officer will review and approve with reasonable promptness Shop Drawings and samples, but the Procurement Officer's review and approval will be only for conformance with the design concept of the Project and for compliance with the information given in the Contract -'Documents and shall not extend to means, methods, techniques, sequences or procedures:of construction (except Where a specific means, method, technique, sequence or procedure of construction is indicated in · or required by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. The Contractor shall make corrections required by the Procurement Officer, and shall return the required number of corrected copies of Shop Drawings and submit us 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 va.riatlon 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 Mechanics'Liens: ' ' '" ' ' '" "· . 6.19.1, The Contractor covenants and agrees that, to the extent permitted by law, no claims or ..: mechanics' liens against public funds (mechanic's liens) or claim~, of any kind, will be Permitted to aris.e, ' be filed or maintained against the Project or any part of it, any interest in it or any improvements on It, against any moneys due or to become due from the County to the Contractor, for or on account of any work, labor, services, materials, equipment or other items performed or furnished for or in connection with the Project, and the Contractor for itself, its Subcontractors, laborers and material suppliers and employees does waive, release and relinquish these claims or liens and all rights to file or maintain these liens and agrees further that this waiver of liens and waiver of the fight 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 connectioh with the Project. The Contractor agrees to defend, indemnify, protect and save harmless the County from and against any and all claims or liens and actions brought or judgments rendered, and from and against any and all loss, damages, liability, costs and expenses; including :legal fees and disbursements, which the County may sustain or incur in connection with the Project. : - 6.1~.~ The Contractor also agrees as above for all of its Subcontractors, including but not , limited to suppliers and employees. If any of the Contractor's Subcontractors, suppliers, employees or any other person directly or indirectly acting for, through o/' 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 othenvise within thirty (30) con~secntive . calendar days from the date of the filing, and upon the Contractor's failure to do so the County shall have . the right,in addition to all other rights and remedies provided under this Contract or by law, to cause the liens or claims' to be satisfied, removed or discharged by whatever means the County chooses, at the entire cost and expense of the Contractor, the expense to include legal fees and disbursements. The Contractor shall give a copy of Claim Release form to all Subcontractors and suppliers and shall include these provisions m all written contracts with Subcontractors, or give written notice to all Subcontractors, . suppliersorotherpersonshavingoralagrcementswiththeContractor. ':'.. '.~. '.: '..' '. ~ not be 'divened to satisfy obhgat~ons of the ~ontrac~or on omc~ a,~u · ; shall pay Subcontractors within ten (10} consecutive calendar days of receipt of a progress payment from the County. The Contractor shall furnish sworn affidavits in accordance with the form furnished by the County, which shall state that amounts due or to become due, 'amounts paid, and any other information necessary to indicate the financial condition of the Contractor, insofar as it relates to services, labor and material furnished, and to be furnished, under this Contract. The County may take steps it may deem necessary to protect itself against any claims. · 6.20 Continuing the Work: ': ~ The Contractor shall carry on the Work and adhere to the progress schedule during all disputes or disagreements with the County. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted herein or as the Contractor and the County may otherwise agree in writing. ' ' . ' 6.21 Contractor Facilities: . 6.21.1. All temporary contractor facilities shall be in accordance with regulations and codes · governing such construction. The types of temporary construction facilities required for the Project may include, but are not necessarily limited to, the following: (a) job site office space, Co) 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, CO) temporary power distribution, (i) -42- . temporary lighting, (.j) temporary toilet facilities. All operations of the Contractor, including storage of materials;, upon the County's premises shall be confined t6'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 furaisi~ed by the Contractor without expense to the County. Such temporary buildings and utilities shall remain the properly of the Contractor and shall be removed by it at its exp~nse ~pon completion of the Work. · 6.21.2. Unless otherwise directed in the Supplementary Conditions,- the Contractor will furnish hnd set construction stakes e'~tablishing 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 constru~tlon 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 perma'nent structure:and shall not take advantage of any errors which may. have been made in laying out the Work. The Contractor shah be held responsible for the ' proper preservation of all marks and stakes. Stakes provided by the County, which must be reset after initial placement, will be replaced at Contractor's expen.~e at the current billable rate for a three-person survey c~ew unless the stakes were removed or destroyed by causes beyond the Contractor's control. Said cost may be deducted fi.om any funds du~ the Contractor. .. . · , ... 6.21.3. The Procurement Officer shall be 'authorized to~;iuspect Work done and .'material furnished. Such observation may emend 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 issud can be refer~ed to and decided by the County. If the' Contractor refuses' ~o suspend operations 0n verbal order;'the Procurement Officer shall' issue a writie~ oi'der giving th~' reasoh for · shutting down the Work. After placing the order giving the reason 'for shutting down 'the Work'in the hands of the person in charge, the Procurement Officer shall imm~ediately leave the job. Work done .' daring the absence 6f the Procurement Officer' will not be accepted hor paid for:" The Procurement ~r OffiCer shall in no case act as foreman or perform other duti~ for the Contractor, nor interfere wfth 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 fi.om fnlfiHing all of the terms of the Contract Documents. ' ......... ARTICLE 7; OTI~I~.R WORK ·. .: : 7.1 Related Work at Site: 7.1.1.' The County may perform other work related to the Project at the site by the County's own 'forces, have other Work performed by utility owners or let other direct~contracts therefor which sh~ll contain General Conditions similar to these. 'The Contractor shall perform-hnd coordinate his/her activities with other Contractors to avoid conflict and minlmiTe 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 catting, 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 cuing; excavating or otherwise altering their work and will only cut or alter their work with the written consent of Procurement Officer and the others whose -43- work will be affected., The duties and responsibilities of Contractor,under this paragraph are for the benefit of such utility owners and other contractors to the extent that there are compa'mble provisions for .the benefit of the Contractor in said direct contracts between the Coonty and such uti. Ii, owners a.~d other contractors ....' ..... - ..... :" '- '! '. ..... '' ." 7~ !'' . · ?.1'3..' .If any pa~t of ihe Contractor's Work depends for,proper execution .or results upon the work of any such other contractor or utility owner (or the County), the Contractor shall inspect and .:promptly report to the Procurement Officer in writing any delays,: defects or deficiencies in such work that render it unavailable or unsuitable for such proper execution and results...The Contractor's failure to report such conditions will constitute an acceptance of the other work as fit and proper for ifitegrafion with the Contractor's Work except for latent or non-apparent defects and deficiencies in the other work. 7.2 Coordinatwn: . . ~ :,,. ..... .... ' : " ' - If the County contracts with others for the performance of other work on the Project at the site, the person or organization of the activities among the various prime contractors may be identified in the Special · : Conditions, and the specific matters to be covered by such authority and responsibility may be itemi2ed, and the extent of such authority and responsibilities may be provided, in the Special Conditions. Unless otherwise provided in the Special Conditions, neither the County nor the Procurement Officer shall have any authority or responsibility in respect of such coordination.. . - ' . . ARTICLE 8 -COUNTY'S RESPONSIBIIJTII:;S ' ~ 8.1. The County shall issue all communications to the Contractor through the Procurement Officer r his/her designated person.. :' 8.2. The County shall furmsh 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 Es.timate ' .forms within 30 days from the cot-off date for a pay estimate form. . ..... ,. ' 8.3. ' The County. represents that an amount of money equal to the"C°ntract 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 th~ Contractor is given a written assurance that lawful appropriations to cover the costs of the additional work shrill be made. ARTICLE 9 * PROCUREMENT O}'t'ICER'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 Procorement 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~observations,.the -44- Procurement Officer will keep the County'informed of the progress of the Woi'k and will endeavor to guard the County against defects and deficiencies in the Work. .: - -.. 9.~ Project Representation: . . ....... . , The County may furnish a Resident Project · · ' ' ' ' ' ' " ' Representative to assist the Procurement Officer in observing the performance of the. Work. The duties, responsibilities and limitations of authority of any'such Resident Project Rep. resentative and assistants will be to ensure 'c~nformance of woi'k t~Olth specifications provided in the Spec~ai Conditions. The duties, responsibilities, and limitations of authority of the resident Procurement Officer will be as provided in the Special Conditions. ' '~';.. . ,,: !: a ..... 9~1 Cladficutlon ant~lnterpre~ns: .,' · ~ .~ . ,., .: ... ~ .... . The Procuremeni Officer ,~will *issue'with' reas6nable 'promptness such written clarifications, or interpretations of the requirements'of the Contract Documents (in the form of Drawings or otherwise) as the Pr0~'urement Officer may determine necess:iry, which shall be consistent With or reasonably inferable from the overall intent of the Contract Document~. If a written clarification or interpretation justifies an increase ih the Conlxact Price or an extension 'of the Contract Time, th~ Contractor shall meet with the Procurement Officer and resolve th~ issue. -,,A! Procurement Officer. ' 1 such requests or claims shall be submitted to the 9.5 Authorized Variatlons in Work and Minor Contract Revislons:· . ~Thee Procurement Officer may request or authorize minor variations in the Work from t e reqmrements of Contract Documents which do not involv6 lin adjustment · ~' '" ... h ' m the Contract Price or the' Conti'a'ct T'm~e and are consistent x~rith the ~verall intent of the Contract Documents. :Th~se.i~nay be:~ccbmPlished by a written request or a field order and will be'binding or/'the County, and 'also on the Contracto~'who:sh~il perform the Work involved pr6mptly. 'If the Contractor believes that a field'order justifies' an extension of the Contract Tim~ arid th~ parties are unable to agree as'to the ~xtent thereof,' the Contractor may malre a claim therefor as provided herein. ~ ~ ~; ,.. , ....... ':: ....,~ 9.6 Rejectlng Defective Wobk: , .: ~ ' ~ .... ., ,. · The Procurement-Officer will have authoi'ity to disa rove or re'e ' ' ' pp ~ ct Work which the Procurement Offi6ar · believes to be Defective, and will also have authority to require special inspection br testing of the in.below, whether or not the:Work is fabricated, installed or corn as provided here Pleted ; 9.7. Shop Drawings, Change O, rders and Payments: ' : ; . , 9.711. · In connection .with the Procurement Officer's responsibility for Shop Drawings and samples, see paragraphs 6.19.1.' through 6.20.L 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~ Decisions on Disputes: . 9.8.1. The Procurement Officer will be the " initial interpreter of the requirements of the Conn'act 'Documents and judge of'the acceptability of the Work thereunder. Claims, disputes and other matters raisedby Contractor relating to the acceptability of the-Work or the'interpretation of the requirements of the Contract Documents pertaining to the performance and furnishing of the Work' and claims under Articles 11 and 12 in respect to changes in the Contract Price or Contract Time shall be referred initially to the Procurement Officer in writing with a request for. a formal decision in accordance with this paragraph, which the'Procurement Officer will render in writing within a reasonable time. Written notice -45- of each such claim, dispute' and other matter by .the .Contractor will be .delivered· to the :Proqurement Officer promptly (but in no event later than thirty days) after the occurrence of the.event~ giving rise thereto, and written supporting data will be submitted to the Procurement Officer within sixty (60) days after such occurrence unless the Procurement Officer allows an additional period of .time to. ascertain more accurate a n su o e c nfrn ..... - . -. 9.~.2.~.~e rendenng of a dec:s~on by the Pwcurement 6'fficer pursuant to paragraph 9 8 1. path respect to any such claim, dispute or other matter shall be a condition precedent to any exercise by.the Contractor may otherwise have under the Contract Contractor of such fights or remedies as the ~" Documents or at law in respect of any such claim, dispute or other matter. The County shall not be hound 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 County shall be final subject to review by the Pitldn County District Court in Pitldn County, Colorado. Pending final decision of a dispute hereunder, the Contractor shah proceed diligently with the performance of the Work and in accordance with the Procurement Officer's interpretation. - t Off ' ' · :9.10 Limitations on Procuremen cer sResponsibiliti .... , '. '~ ,~ ~ - · 9.10.1. Neither the Procurement Officer's authority to act_.u_nder.th,s A~. '.c!~.9 o.~e_Is.e_w_h_e_r.e.~i~ho~ Contract Documents nor any dec~sion made by the Procurement Otucer in gooa mtn cruet not exercise such authority shah give rise tO any duty or responsibility, of the Procurement Officer to the Contractor, any Subcontractor, any Supplier, or any other person or organization perfomxing 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" o~ terms of like effect or import are used,: or.the ~idjectives "reasonable", "suitable", "acceptable", "proper"~. or "satisfactory." pt..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 otherwtse). .use of any such term or adjective shall not be effective to assign to the Procurement Officer any duty or authority to supentise or direct the furnishing or. performance of the Work or any duty or authority to undertake responsibility contrary to the Contract Documents. ARTICLE 10 - CHANGES IN THE WORK 10.1 County lnitiated Changes ' 10.1.1. The County may require, without notification to sureties, the Contractor to perform changes, additions or deletions to the Work at anytime after execution of the Contract without invalidating the Contract. Changes shall be accomplished as set forth in Section 3.2, above.. .. 10. LC. Tl~e, C~ntrac~or shall promptly- perform chang'~s, in the' Work in accordance with applicable, provisions.of the Contract Documents, unless otherwise provided in a Change Order or Amendment to the Contract for Construction .... .. · ',. ' 10.1.3. The following procedure shall be folloWed.for the Cou'nty ~10t?y~ing the .Con..tractor of proposed County initiated changes. The Procurement Officer shall ~ssue a notxce mfonmng me ~.ontractor -46- 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 Cou-~ity, shall submit a priced proposal for performing the proposed change in th~ Work. The Contractor, within t. en (lO~ consecutive calendah d~vafter'receiving the Notice of Change, or such longer time which the Procurement Officer in his/her discretion has granted, shall provide the Procu/'ement Officer with a COmplete and itemi{ed proposal wMch ificiudes 'the estimated increase or decrease in the Contract Price and/or in the Contract 'I"u~e atU'ibutable 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 i:osts incurred by the County caused by its failure to submit complete pricing · ..... ' ' The. ~C0n. tr ct,or shall participate with the' County in rom t ~o. ~r~.~.o~:~w~t_h.?__t.he- ~_~e pr.o~'i?d,.abov~ a ' J .... ~, ,--:,~,~ -,~? nu, goUau0ns to nnauze, a ~nange t~ruer, tx necessary. * ' : · " P P of · 10.2 WrittenNotice ange ': "-~ 10.2.1. A Written Notice of Change may be used when: ' ':~ 10.:2.1.1. The .County determines that the Cohtractor must proceed immediately to ' perform a change m the Work m 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 ~nd Contractor have hot completed their ~/egotiation 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 ~rofi/ptl~ l~:oceed with performing the change in the Work. Additionally, the Contractor shall compl); with'all the r~q~/irements of 103 of these General Conditions. ' · 10.~ Cl~nge Order ~ ........ . .. Whe'~i the' Contractor and 'the County reach agreement on the adjustments to the Contract Price and/or - ~ntract Time,'such agreements sh,all be promptly recorded in an exicuted Change Order. · · lt~.4 ContractorChah'~eRequeSt . ... 10.4.1; If thi Contractor: (i) receives any oral or written mstrucUons, dire~ves or interpretations of Contract Documents, ' ' (ii) identifies'what it believes or dcterounat~ons from the Procurement Officer or, are design errors or omissions in the Contract Drawings or Specifications, or (iii) encounters a differing site condition; or, (iv) is delayed 'in the progress of the Work; or, (v) becomfi~ aware of an~; other matter or circumstance which it believes would require a change in the Contract Price or Contract Time, the Contractor shall give the Procurement Officer prompt written notice of such matters in a letter or notice denominated 'Contractor Change Request".. 10.4.2. All Contractor Change Re~ests shall be dated, numbered Sequentially, and shall des'cribe the action or event which the Contractor believes may require an extension in time or price. The Contractor shall also provide descriptions of possible Contractor actions or solutions to minirni:,e the cost of the Contrador Change Request and, provide an ~stimate 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~ C°nsecurive calendar .days after they were received or discovered: -47- 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 mort than ten (10} conx~cutii, e'~alendar. . days., after the conditions are first discovered. ., ~ ,, ,~ ..: .; ~ · :; i04.5 'With respect to'delay;, a C°n~t~a~tor Cha:nge R;quest';h'al, I~; S~'b~'te~ as .SOon as.the · contractor has knowledge of the delay,"but in no event more than ten (10) consecutive cutenaar says '. ' r 10.4.6. With respect tO any matters or circumstance which the contractor believes would requ,:re a change, including delays, a contractor Change Request shall be submitted as soon as the contractor nas knowledge of the matter or circumstance, but in no event more th;~ri ten (lOi'consecuiive 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 docs not submit a Contractor Change Request within the time required above, any action by the contractor related tO' such order, direction, .ins.macti.on, lute..?re.m, tio.n, determination, design error or omission, or other matter, including delays or diffenng s:te condflions, will ' .not be considered by the County as a change to .the Work and the Contra:ct0r waiv. e,,s a~y..claim for an tract Price or the Contr ct Time ' " ' .... 10.6.2. The Contractor shall, within ten (10} consecutive calendar day. s. submit' in detail, a contractor Change Request, and provide the Procurement Officer a complete and itemized prgposal which contains the information described in Article IL,The proPosal shall also fountain a detailed explanation, citing all applicable proVlsi0hs in the iContract'D6cuments,.which'su~p0rt-~"the Contractor Change Request. If the Contractor does not submit its itemized p~ol~osal wiihln the time described above or within such extension which the Procurement Officer, in Ms/her discretion may have granted in writing; it waives any claim for an adjustment in the Contract Price or contract.Time arisifi'g out of the act or event described in the contract Change Request. · . .. ' · ~ '. ' · . I' ' 10 6.3. If a con~ractor Change Request is denied by the Pro..c.urement _O .fficer, m whole o.r m .p, art] .: any clai~n-[or an increase in thc Contract Price or Contract Time arising out o2 the act or event o.es. cnoeu in the Contractor Change Request is waived unless the Contractor timely complies with the provmons of paragraphs 10.4.1. through 10.4.6. : ARTICLE 11. CHANGE OF CONTRACT PRICE OR cONTRACT TIME .. , lid ContractPriceAdjustmehts. " . ' ' ustments to the Contract Price shall be detenmned 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 mtcs, 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 shhll.include estimates of the type of custs 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 m Section . · ,- ~.. . ,..:, 113.1. · , 11.2 Contract Time Adjus~ments. :,... . -"' -112.1. An~, extension of the Contract Tune must be requested in a Contractor Change Request which' mmplies with all of the requirements of paragrapha 10.4.1 through 10.4.6. - Fa~ure to strictly cbmply with the timin, g-and submitlal requirements shall consfi, tute a waiver of any request or claim_ · ,' ", 11.2.2. If the Conlractor is delayed at any time in the progress of the Work and such ~clay 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 Conlractor's conffo], then the Cona'act Time shall be extended by the County. Such extensions will be for a period of time ns the County may in its discretion determine, provided however that such delay ~6uld not have b~en avoided by'the'exercise of due diligence by the Contractor and did not result from the acts or omissions of the Conu'actor and,r provided further, that the Contractor has ~aken reasonable actions to mitigate or prevent further delays resulting from s//ch 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 .th.at weather renditions were unusually severe for the period of time; and could not have been reasonably antiopated.' -Regardless of actual weather conditions,, any day in which the Contractor i~ able'to work ~ percent (60%? or more of its scheduled work force shall not bh counted as an abfiormal weather day for purposes of calculating weather related time extensions." , :.. · 11.2.4." The' Contractor agrees that delays reshlfing from any eaflses' other than'actS'or omissions of the County, its employees, agents or officials ~hall be'considered fully compensated by'a time'extension Only ' and agrees to make no Claim for monetary' damages for'such' delays. In no event shall the Contractor be entitled to recover any delay costs caused by the acts or omiasiohs of the Contractor; its employees or agents. 11.2.5. ffthe Contractor believes that it has suffered delays in performing the W°~k that are caused by acts or omissions of the County, the Contractor may submit a Contractor Change Request with detailed justifications acceptable to the Procurement Officer. Failure of the Contractor to comply with all requirements shall constitute a waiver of any claim for damages resulting from such delays. 113 ForceAccount Worl~ . . , . . . .., . 113.1. In ' ' · ' · ' s~tuatmns where the cost or tune for performing a required change cannot be adequately defined or agreed upon but the changed Work must proceed, the County may direct the Contractor to perform the Work on a Equitable Adjustment basis. Adjustment shall be determined on the basis of reasonable expenditures and savings of those performing the change in the Work including, in case of an increase in the Contract Amount, an allowance for overhead and profit which shall not exceed the allOWance described in 11.4.7 below. In such case, the Contractor shall keep and present, in such form as the County 'my 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 dearly distinguishes the cost of changed Work from base Contract Work. Information which shall be required on these forms includes an itemi~tion of all costs for labor, materials and equipment rental and total costs tn date for force account'w, ork. The Contractor shall -49- number, rantalmteandhoursofopemfionforequip · :~ '.; ' ': · ' . 113.2. Unless otherwise provided in the Contract Documents, costs for_.thff pu ,rl~S..es of .Equi~b~le A'diustment Work shall be itemized daily on forms provided by the Procurem. eat omcer_~n, icn .are s~gn.e~Oy ~'Coni~a'~t0r and the Procurement Officer. Such costs shall form the hasm for de,~su~mng the maximum amount to be paid the C~tmctor, but this amount may be reduced where necessary to take into'accuunt 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 ,he number of workers or'mount of equ,pmcnt prov,ded exceeds .the number..or a~...o .u~. t r_e,q_m_.r_e..d.,l~/oPorkff;nm~ the Work, unsatisfacto~ Work or Work which may be performeo concurrenuy yam me which 'cannot be easily segregated from the changed Work. The worker boors, equipment.hours, and materials installed shall be logged on the County's Daily Consiruetion Log form for every day 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 s.ttm of the 11,4,1, Direct Labor, Actual net direct increase or decrease m the cost of the Contractors labor all work associated with the ehanga, 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 filll-time,: 1:or shop work, the direct labor includes workers who work directly On the item being manufactured or operators . of equipment being used to handle items be!ag manufactured, ): ,. ...-. , 11.4,'9 Labor Burden. Contractor's actual costs for Work~'rs Compensation and Liability iusumnce, pa)roB taxes, social security and employees fringe benefits' (including mployer paid health insurance) : imposed on the basis of payrolls. This burden must reflect the variability of some burdens, i,¢., social security, The burden shall include ail small toola.which cost less than $200 apiece" ~ ,' * 11.4.3. Direct Material. Sullies, Installed Equ,pment. A?al net direct cos.t.o.f,m~.t,~.'_n~__.s_u~.t~,~e~ . .a~d equipment incorporated in or consumed by the Work. ff actual costs the lowest commercially available price including all discounts and rebates and all'applicable taxes. Cost shah be based on buying the material, supplies and equipment in the largest practical quantity lo'r~ceive quantity discountS . , 11.4.4. Equipment. 'A net cost to the Contractor of owned and/or rented equipment othe small tools, to be determined using the following method(s): 11.4.4.1. Owned equipment operating costs shall be detenmned us,ag 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 6'). .: ' '. 11.4.4.2. ; :':dant~l equipment co~ts s..hall be del .era. ed "sing actual ~nv.oice.d rates.le~ all discounts for bare equipment rental. Operaung costs will b~ Octe .atoned based on rates ,n ~e uoove-clteu : =;., ' .;" ,il.4.42. . Mobilization/demobilizationcustswillbepuidlfthecquipmentls'-:'. 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 dcmobili?-'~tion cost will be paid. Mobilization/demobilization cost will be based on using the least expensive means to mobilize or demobilize. -50- Equipment shall be Obtained from the nearest available source V/be- ,'-- ,- ' ...... . . · n ~ ~3~[ exp~nslve inelno(~ are then costs shown in the actual ~voxce will be the basra for pricin,g. . ...... · · . 'r-'*~' '""°~ 'alu ~iues, use or s~m-:*r taxes related to the Work. 11.4.6. ~. Net cost of subcontractor work at any tie?, provided that the cost of the s.ube~, ntractor ~s determined in aceordance with the above requirements. When possible, the Contractor shall ootaln quotes from two or more subcontractors. : .' · · '0 :: ' .., ..... · . 11.4.'/. Overhead and Profit. ' ..... 11.4.7.1 Tea percent (10%) of the sum of Section 11.4.1 through Se~on'iL4.5 above, to Cover a profit for Work performed by that Contractor or subcontractor/ ' , '- : ll.4.?2Two percent (2%) of Section ' ' "' 11.4.6 above to cover Contractor's and subcontractor's · overhead and profit for work performed by the Contrietor 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 l~rcentage adjustments in a way ivhieh would pyramid because a subcontractor or subcontractors at an~ tier are involved, either the cost or credit 11.4.8..Totals as Equitable Adjustment. The Conlractor agrees that the total of the above constitutes an equitable adjuslment for any and all dam,ges resulting from a change or due to delay Or disruption ~USed by the County. The Conlractor's choice of idling and Down Tune shall not constitute a County's cause for delayOrdis~ption.. · .. ,. : · ;. ~.~;:.,:-' .. 115 Co~t and Priclng Data 11.5.1. Certificete of Current Cost or Prieln~ Data The Conmactor shall submit a Cortifieate of ' Current Cost or Pricing Dam. with any agreed upon Con,ct Pri~ adjustment,.hut prim' to the execution o£ a Change Order for the Work, m the following format:: " : Certificate of Current C~st and Pricing Data ..... Thls.. is to certib] that, tothebestofmylmo ledgnandbeffef,'th costof · lmong d~ta submitted in writing to the County in support of, * ~ , ate accurate, complete, and current as of ' ** and represent the best prices-available from suppliers and subcon~actors: 'This certification - includes the cost of pricing data supporting any advance hgreements and ~ : forward pricing rate agreements between the oiler or and the County that are part of the pn~posal. - . · .. · F-mn . , Name Title - · Date ,, '' Signature ,Date *** · Identify the appropriate number of the Change Notica ate when pricing negottatzons were concluded and pnce agreement was reached- ' · ** Date o/signing, which should be as clbse aspracticable to the date when theprice negotiations were concluded and price agreement reached. , : . . -51 - · . 11.5.2. Vendor Statements. The Contractor shall submit in support of ~ items which, a~'e .not.unit prices or lump sum prices established by the Contract, statements by the affected vendors tl)at the prtces are not in excess of those previously charged to the County or the s~pplier's regular commercial customers for the same items. : ", " ' ! : '" '" ' " 11.53. Price Reductions for Defective Costs or Pricing Dar,4. If it is later determined that pricing adjustments to the Contract were not correct due to incomplete or inaccurate pfidng data by the Contractor or '..a.ny subcontractor or supplier or that ,lower prices were readily av;ailable,~ the piice, shall he ,reduced accordingly and the Contract modified by a Change Order.. .'. : ~ . '., , 11 $ Variation in Quantity of Unit Priced Items Where the itnantity of a unit-priced item in this Contract is an estimaied qnanfity ~!' the actual quantity of the unit-priced item varies more than twen~-five percent (25%~ above or below the estimated quantity, an equitable adjustment in the Contract Price may be made by a written'Change approved by the Contractor and 'the Procurement Officer. 'l~e equitable adjustment shall be based upon any. increase or decrease in cost due solely to the variation ab0('e one hundred twemv4ive percent (125%) or below ~eventv-five percent (75%} of the estimated quantity. The County at any time a~er the award of the Contt'act, may delete Proposal items, provided that the total of such deletions does not exceed- twenty five percent (25%), of the total Contract Price, and such deletions will not justify an increase in Other Proposal prices. If the quantity variation is such as to cause an increase in the time necessary for completing the Work the Contractor may request in writing, an extension of time only. · ARTICI.~ 12 - rved 'AR. rICi WA .ANTY OUARANa 'K-' 'rF, STS XSSPV. C'nONS; CgRI C:x' dN, REMOVAL OR ACCEIrI'A-'NCE OF I)EFEUI'IVE WORK to the County ihat Work, whet? u lied, furnished, installed, provided, or performed by Contractor, a Subcontractor, or Supplier, will be m acoor~la~. with the ConUact Documents and will not be Defective. All Def~nive Work, whether or not in place, must be rejected, corrected or accepted as provided in this Attic. lc.L3. Work shall be performed in a skillful and workmanlike manner. Except where longer perio~ of wananty 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) Year~ from date of F'mal pa~nuent, which two (2) Years period shall be covered by th~ Bonds us specified in the Conuact 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 Subconlractors, manufacturers, or Suppliers for Work performed and materials furnished under the Agreement, the Contractor shall: 13.13.1. Obtain all warranties that would be given in normal commercial practice. " , ' ' d warran exceeds the minimum To the extent that the Subcontractor's, manufacturer s, or Suppher s, standai' ty County requirements as set forth in this Article or elsewhere in the Contract DocumenlS, the Subcontractor's, manufacturer's, or Supplier's standard wan'anty shall apply. -52- 13.1,3.2. - ' County, if directed by the Requn-e all warranties to be executed, in writing, for the benefit of the Procurement Officer;, or - . 13.1.3,3. Enforce all warranties ?r the benefit of the County, ff directed by the Precurement Officer. . theCounty. · 13.1,3.4. Assign uil warranties and guarantees in writing to the County upon the request of 13.1.4. Notwithstanding anything to the contrary above, the Contractor shall .warrant that all equipment which is incorporated into the Work or any subsystem shall be new, free from liens and defects in design, have clear title, be free from faulty materials and workmanship, and shall conform in all aspects to the ~ terms of the Contract Documents, to the drawings issued for manufacture by the Contractor, and shall be in conformance with the Technical Specifications and Contractor's Proposal (except in those imtancea where the Contractor's Proposal has been amended by subsequent Technical Specifications). Unless the warranty period is otherwise extended or modified, the following warranty shall apply. If within five (5~ Years from the date each piece of equipment incorporated into the Work or any' subsystem is accepted by the County, it appears that the equipment or any part thereof does not conform to the above warranty and guarantee i~'ovisions, and the County so notifies the Contractor within a reasonable time after its discovery, the Contractor shall thereupon promptly coi~cct such nonconformity to the satisfaction of the County, at the Contractor's sole expense; fai!!ng which the County may reject the item and cover bY purchasing suhstlmte items or the County may proceed to make corrections or accomplish the Contractor's performance by the most expeditious me~ns 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 f°r, 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, t'ranspormtion ci~arges and respo.ns~ility for the supplies and equipment while in transit shall be borne by the Contractor. 13.1.5. In addition to the foregoing, in the event that any single component in the Work experiences failures during the warranty period such that the number of failures under norms! service conditions exceeds · ten percent (10%) of the Work population of that component, the Contractor shall perform a design defects analysis. If the analysis shows the component design to be defective, the component shall be redesigned, and the entire population of that component shall be replaced and/or retrofired. :. 13.1.6. Whenever there is a conflict between the warranties required by the Contract Documents and the i~arranty 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 fights 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 -S3- equal in duration as i~ ini ',ually delivered and shall nm from the date of delivery of the corrected or replac~ed supply, or upon the date it ~s placed in service, whichever is later. ' 13.2 Access to Work: · . . · ' "' ." . .... The Procurement Officer and the Procurement Officer's representatives, other representatrves oi tl~e ~..ouary, ....... shall have access to the Work, at any testing agencies and governmental agcnaes vath.lunsdicuonal interests time for their observation, inspecting and te~ting. Contractor shall provide proper and safe conditions for such access. ' 13.3 Tests antt Inspections: .... '" · : : ' 133.1. The Contractor shall cooperate with mats/al testing persons and firms, and for required inspections, and compliance and approval tests for the .Work performed by thc Contraaor or his/her Subcontractor(s), and shall give the Procurement Officer timely Notice of Readiness of the Work for all required tests, inspections, or approvals. '- : , . i~ , 133.2. If any laws, ordinances, rules, regulations, code or order of any public body having jurisdiction requires any .Work (or part thereoD to spoc~icaily be inspocted, tested or approved, the Con~xactor shall assume full responsibility therefore, pay all costs in connection therewith and furnish the Procurement Officer the required cert~cates of inspection, testing or approval. The Conwactor 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 Con~ractor (unless othe~vise speci~ed). The County will conduct and pay for the conformance tests on raaterials .;instated in-place, and the Contractor shall pay for re-testing of all t~ailing and non-conforming materials thereafter. regulations, code, or order of any public body having jurisdiction shall b~ performed by organizations · acceptable to the Procurement Officer. " . 13.3.4. If any Work (including the work of others) thaLis 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 requ~'ed by the Proonrement Officer shall be at the Con~xactor's expense. .. 133.5. l~either observations by the Procurement Officer nor inspections, tes~ or approvals by ' others shall relieve the Conu'actor from the Contractor~ obligations to perform the Work m accordance with the Contract Documents.'· '- ' : ' ' · 13.4 Uncovering Work .... ' ~ ' 13.4.1. If any Work is covered conwary to the written request of the Pwcurement Officer it must, if requested by the Procurement Officer, be uncovered for the Procurement Officer's observation and replaced at the Contractor's expense ' 13.4.2. If the Procurement Officer considers it necessary o~ advisable that COvered Work be observed by the Procurement Officer or inspected or tested by others, the Contractor, at the Procurement · inspeaion or testing as ~. Officer's request, shall uncover, expose or otherwise make available for observaUon, , the Procurement Officer may require, that portion of the Work in question, furnishing all necessary hbor, 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 -54- satisfactory reconstruction, (including but not limited to fees ahd charges of im~gineers, architects, aflomeys and other professionals), and the County shall be ~ntitled to an a' 6 ' te de~ · . . , ~:.: ... ... ... ppr prm ease m the Conlract Price. 135 County May Stop The Work . . '.. ' . ' .: · ... ....... . ~ . ·. If th.e Work is defectiVe', 'or the Cohtractoi'~ls to upply suf:fic~ent skilled workers or stutable materidli or e,,qmpmen_t, or fails to. furnish or perform the .W?k in such a way that the complet~t Wo}k ~ COriform {'o th · t.ontract Documents~ the county ma,, nj'der the r.^,,.... '-_: ._.. ..... . . e -a .' ,,.aonti at.tot [o SlOp me Wor]c, or any portion thereof, until the cause'for such oriter has been el;re;hated; hoWeve{-, ins right ~)f the co6fity to stdp the Work Shall not give :rise to any duty oh the.pail of the cou,nty t(? ex~rcise this fight for the benefit of th, e..C?.ntra~tor or any ,O?er 'party.,." . . . '.'.,.. 13~ Cortex'on or Removal ofDefectlve Work: ~ . I~ required by the Procurement Officer or the county, the Conlractor shall promptly, as ,directed, either correct all Defective Work, whether or not ~abricated, installed or completed, or, if the Work has been ' rejected by th~ ProCUrement Officer Or the'comity, rembve it from the site and replace it with non-defective ' Work. The contractor shall bear ~ll direct, indirect and consequential ~usts of such correction or removal (including but not limited to fees and charges of envlneers .ar_t: ....... - '13.7 ' ~ ' .~ -.; ' ; ~. ~. . ~.. :.. If within ~ after the date of Final Payment or such longer period 0f ti~e as may b~ Prescribe~ by !a__w~_,2r by ~.e. ter~..o.f a~ny appli _c~ble special guarantee reqdred by the Contract Documents or by any ~l~tauc pro~mon or ~¢ ~.ontract ~ents, any Work is found to be .Defective, the Contract~)r-lhall promptly without cost to county ~d m'ac~ordanco i~,/th Cof:nty's wrifte~' ~astmc~ous, either correct such Defeaive Work, or, if it :h~ been rejected by ~cotmty, fei~ove it from thc' Site and'replace'it w/th non- d~fective .W.or.lg Iflthe contr?'ctor does not proni~fly (w/tlfin'seven' ("O'~ys~for rece/ t corn I with terms of such mstroct/on nrta .......... . P ) p y the .. _ . ~,, an emergency where delay would cause serious r~lc ~oumy may nave the Detective Work corr~,-.,.a ',.;: or- ~:~.~--~ .~, t . '.'.;7 :_a.__~:. . , ...... . . . -.~,,. v, ,.,. a~j~.t~u work rcmovea aha revlacecC 'an8 ill suau'=c~ ana consequential costs of Such r~mnvnl nnd ~,~n}-:-- ~ .... ' .... ' ",~' , T'--" --.~" c), ...... ~__::___1-_. ,.. __ ..c -,--------: ~:-. ,,.r,accmenr tmctuamg out not I;m~taf to fe~s and '""5'~ '~- ~.~m~a, arcm~ec~s, attorneys and other,,,-,,fessio--~-~ ---:'- ,-- ' ,- - --. ~ . - · s~... .,__ __.. t . . _ ._. . ~.,_..,. ,~,u=! wm vc paio ny tile u)ntractor. Conwactor ~fect~ ~pa, y,xor .an,? ~muge to oll~r Work, other property, or person which occm:~d as a 'fesuh;bf the ~.7.1 e WORK. : ' ' · - : , ~ . . 13.8 Acceptance of Defective Work: ' , "' If. iastead of requiring correction or removal and rephcemeiit 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 evaluat/on of and determination tO accept such Defective Work. All accepted defective Work shall be subjea to significant price reduction acceptable to the County and the Procurement Officer. -If acceptance Occurs after final'payme, nt, an ,a, pproprlate amount shall be paid by Contractor to County. ' ' ' . .' · ... . . .. 15.9 Coumy May Correct DefeeKve Work: .. If thc Contractor fain within ten (10) consecutive calendar dav~ after written notice of the Procurement Officer or the County to proceed to correct and to correct Defective Work or Io remove and replace rejeaed Work as required by thc 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 Docmnents, or if the Conn"actor fails to comply with any other provision of the Conwact Documents,'}he county may, after seven days' written notice to the Contractor, correct and remedy any such deficiency. In exercising the rights and 'remedies under this paragraph the County shall proceed expeditiously to the extent necessary to complete corrective and remedial action. The' County may exclude thc Contraaor from all or pan of the site, take possession of all or pan of the Work, and suspend the Conwactor's services rehted thereto, take possession of the Contractor's tools, -55- appliances, construction equipment and machinery at the site and incm3~orate 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 Cofitractor sh~ allow the County, the County's representatives, agents'and ~pioitees such access to the · site ns may be necessary to enable the County to exercise the fights and remedies under this .p~a.. graph..AIl direct, indirect and consequential costs of the County in exercising such ~ights a~d remedies will be cl~rged ~ against the Contractor, and a Change Order will be issued by the County inco~oratin~ the necessary revisions in th~ Contract Price. Such direct, indirect and consequential costs will include but not be limited t · fees and charges of engineers, ~rchitects, attorneys 'and other professionals, all court ~:6sts ~nd all costs of · ~irepa~ and replacement of work of others destroyed Or damaged by corre~'fion,'removal or replacement 6f the Contractor's Defective Work. The ContraCtOr shall not be allowed an extension of the Contract Tn-ne because of any delay in performance of the Work attributable to the exerose by the County of the County s rights an remedies hereunder. . - ~ :. ' ..... 13.10 Unauthori:ed Work: ' ' ' ' ' ' Work pedormed beyond the lines and grades on ~he Drawings or approved Design Documents, Conkumction :. Documents or Shop Drawings and extra work done without .written authorization, .will be considered ns unauthorized work, and the Contractor will receive no compensation therefore. If r~quired by the County, unauthorized work will be remedied, removed, or replaced by the o~ntractor at the Contractor's expense. ARTICLE 14 * CONb-I'RUCrI'ION SCHEDIJLF., SCtIEDULE OF VALUF_~, PAYMENTS TO CONTRAC'rORS AND COMPLISI1ON .... 14.1 Schedules: ' ' .... ; ~ ......... ...... ' ' ' (10) days prior . 14.1.1..Within ten (10) days after issuance of the Notice.to Proceed and at least ten to submitting the lust application for a progress p:iymen~,.th~ .Contractor Shall prepaie and submit to.the County the progress schedule listing all Work tasks required,..duratign '0f.tasks, .sequence of Work, .and . significant milestone events; a schedule for Shop Drawing .submission; 'and .a schedule of :values. :These , ' cto in form and substance to the County'and the Engineer and ,shall employ the schedules shall ~ saUsh., ry. . . ' "~' e ess schedule shall be an CPM or PERT method if so directed m the Supplamen. tary Condiuons. Th ,? ,gl,,: ,~.. ..... :... accurate reflection of the Work to be pedormed by, .C.o. nuactor. The progress scneume snau,oe suvlect }0 me review and concuh'ence of the 'county, but the County's conCUrrence shall not.constitute, any guarunt~e, or warranty by the' County that the Work can be performed as scheduled. Notwithstanding the County s r~we and concurrence of the progress schedule, Contractor shall be paid only according to its fi0mplefion of the schedule of values, ns set forth herein, and not according to the progress schedule. The Contractor shall revise the progress schedule if so requested by the County. : · . '. : - _.: _ ...;- 'i. , ¥ - -'- --'~'--" :.'dicate ;~uantities and unit prices aggregating the Agreement r 14~1.2~ lne scneume ol vam~ al,,.~ a. '.t . .. .... , Price a~ shall subdivide the Work into component parts in suffioent detail to serve as me uas~s mr , 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 Applicatio,i fo~' 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 rifle to such materials will pass · · · ncumh to the County at the time of payment free and clear of :ill cJmmx, se .o~nty mteres , and e fauces. 14.2 Appllcadon for Progress Paym. e.nts . ~. ' ' '_ ...... ,~n~ due t~ut n6t more ~ften than once a . · 142.1 At least ten (10) days ~emre eann progress paymcm ~u~ .W , ...... month), Corm'actor shall subrmt to the Procurement Officer for review an ^ppucauon xor completed and signed by Contractor coveting the Work completed ns of the date of the Application and' accompanied by such supporting documentation ns is required by the Contract Documents and also as procorement Officer may reasonably require. Each subsequent Application for Partial Payment shall include -56- 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 retaina, ge With respect io prOgress Payments will be ns stipulated iff the Ag?cement. 14.2.2 The det~iiifinafiofi of qnai~fifies of Work acceptably"~.0mpleted 'il~def:'the reims of 'the Contract Documehts will be made by the Procurement Officer and bised 6n meaSuri-ments iaken by him or his assistants. These measurements will be taken accordihg to the United States standard measure. All surface and linear meksfiriments will be taken horizontally Unl~,ss' otherwise shown oh Plans or specified. Structures shall be measured as shown on the Plans. When base course, topsoil;'surfa~e course, or any matei-isls are'measured bythe cubi~ yard in"tbe ~;ehicl~,'.~iieh' measurement shall b~ iaken at the point of delivery. The e~pacity of all vehicles shall be plainly marked on said vehicle and' the shall not be'changed without permiSSion of th~ Procurement Offi .,c~,. ',Th. e caPacity or marking Procure. ont' Officer may require all vehicles to have uniform capacity. , . - :~' ,. : .... .... . 142.3 N'o progress pfiyment except fi · '. '" " " hal payment will be made for a sum of leSS than $1,000.00. The asfimntes will be approximate only, and all paniul or monthly estimates and payments shall be subject to correction in the 'estimate rendered following discovery of an er,or in any previous estimates. Should any defective Work or material be discovered, or should a reasonable doubt arise as to th~'integfity of any part of the Work completed previous to the final payment, there will be deducted from the first estlm.~te rendered after the discovery of such Work an amount equal in value to the defective' or questioned Work, and this ' .Wo.rk Will not be in. eluded in a s~ubseqiient estimate until the defects have'been rem ' causes for ooubt removed. ' - · , . , ... . , . · . ,:.,:. , .~ edied or the 14a Contmetor;s Wa,'mmY ofrute'. .. ~. ., ~. . · Contractor warrants and guarantees that flue io ~li Work, mater~is and equipment COVered by uny Application for Payment, whether incorporated'ii{ 'th~' Project'or not, will ~ass to Co~nt~' at 'thb time' of payment free and dear of all " claims, security interests and ,encumbrances (hereafter ~ Conditions referred to ns "Claims"). '~ .... in the~e 'General 1451 Review of Appllcations for Progress Payment 14.4.1. Procurement Officer will, Within ten (10) days after receipt of each ~3pli'~ti'bti fur P~:ial Pa3;inent either indicate ih ivrifing a recommendaiibn.of paymen~ and present the';Applicafi6n to: Cotmty; or . return' the Application to. Contractor indicating in Writing Pr~h~ement Officer's reasons for refusing ;to recommend payment. 'In later eases, ' contractor may make the necessary cofi'ections find resubmit the .Application. The County shall pay Conwa~tor within' forty-five (45) days of County's approval of the Application for ~anial Payment. · · .. ., :. .. 14.4.2. Procurement Officer's reC°mmendation of any payment requested in an Application for Partial Payment will constitute a repreientafion by Procurement Officer to County, based on Proonrement Officer's on-site observations of the Work in progress as an experienced and qualified design professional and on Procurement Officer's review of the Application for Partial Payment and the accompanying data and schedules, that the Work has progreSSed to the point indicated, and that, to the best of Procurement Officer's knowledge, information, and belief, the quality of the work is in accordance with the Contrhcr'Documents (subject to an evaluifion of the Work as a functioning Project upon substantial Complefion,'to the'results of uny subsequent tests called for 'in the Contract Documents and any qualifications stated'in the recommendation). However, by recommending any such payment Procurement Officer will not thereby be deemed to have represented that exhaustive or continuous on-site inspections have been made to check the quality o.r the quantity of the Work, or that the means, methods, techniques, sequences, and procedures of constmcUon have been reviewed or that any examination has been made to ascertain how or for what purpose Procurement Officer has used the moneys paid or to be paid to Conwactor on account of the Agreement Price, or that title to any Work, materials or equipment has passed to Coun.ty free and dear of any Claims. -57- '14.~.3'. '~ refuse io recommend, and the County may refuse pay, the Procurement Officer may wEole oLany part o£ any payment, fi, 'in their opinion, it wo~ld.be incorrect to ~ke~ such payment. They may alsoYe£use to recommend to make a~y s~ch payment, or bemuse of s~equenfly'disc°vered.evidence or the results of subsequent inspectious or tests, nullify any such payment previously recommended, to such extent as may be necessary in Procurement Officer's or County's o~inion .to protect County .~9m .loss · ., 14.4.3.1. The Work is defective, or completed Work has. been damaged reqmrmg "co~c/fionorreplacement, .... ' ' '" ' '"'~" '"; ' ' :' ed 14.4.3o.2. . Written Claims have been made against County or Clnim~ have been ffi 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'{6 ~orrect defec~ve Work o/complete the Work in accordance with paragraph 13.09 (check para. ~), 14.4.3..5: Of. Contra=tot's unsafisfa&ory prosecu%ign of the Work in accordance with the Contract Documents, or · , ' 14.4.3.6.' Of Contractor's failure .to make payment to Subcontraciors for la~:)r, '.. materials or equipment. . ' .... -, . 14.~ , Subs~nt~al Completion u. ng to When Contractor considers the enure Work ready for its intended use, Contractor shall, mwn County and Procurement Officer, certify that 'the entire Work is substantially complete and request that Procurement Officer issue a Certificate of Substantial Completion. Within a reasonable jime'thar~af~er, County, Contractor, and Procurement Officer shall make an inspection of the ~.Work to determine the status of completion. If Procurement Officer does not cous~der the Work substanually complete, Procurement Officer : will notify Contractor in writing giving his reasons: therefor. ,, ff ProCUrement Officer considers the Work · substantially complete, ProCUrement Officei' will prepare and deliver tO'County a tentative Cenifi~y~.of Substantial Completion. There shall'be fittached to the C~rtificate a punch list'of !terns.to be complct~d or corrected before Project completion and final payment. < : 14.6 PartialUt~n: - . .,,' · · ' ....... ' " d Use by the County o£ ~ny fimsbed part of the Work, ~MCh has specifically, been idantifie in the Contract ,. Documents, or Which the County, the'Procurement Officer and the Contractor agree ebusfimtes a ~e~amtely · functioning and useable part of the Worl~ that can be used by the County without significant interference with the Contractor's performance of the remainder of the Work, may be acog. mplished prior to Final Co.mple~on of all the W. ork subject to the fullo ,wing: 14.6.1. The County at any time may request the Contractor in writing to permit the County to use any such part of the Work which the County believes to be ready for its intended .use and substantially complete, ff the Contractor agrees, the Contractor will certify to the County and the Procurement Officer that said part of the Work is substantially complete. . ...... Upon written notice from the Co~trsctor that the enth'e Work or an agreed pomon thereof is complete and all · punch list items have been completed, the County vall make a final mspecUon vath 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 us are necessary to remove and eliminate all such deficiencies. ' 14.8 Final Applica~on for Payment: ' .58- · 14.8.1. After the Contractor has completed all such corrections to the satisfaction of the County ind delivered all m.',~ntenance and operating instructions, schedules~ guarantees, Bonds,' as-built documentation (as provided in paragraph 6.12) and other documents - all as reqaimd 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 Applicati6n for Payment shail be accompanied by all documentation called for in th~ Contract Documents and such other data and schednles as Procurement Officer may reasonably' require together with Complete and legally effective releases or Waivers (satisfactory to County) of all Claims arising out of or filed in connection with the Work..In lieu thereof and as ~approved by County: 'Contractor may furnish receipts oi' releasas in fall: a affidavit of Contractor that releases and receipts incltid~ all labor, services materi.,' ---' .... -'- .'~ n , ,~ o.u gqu~pmem which a Claim could be filed, and that all payrolls, material arid 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 furulsh a release or receipt in full, Contractor may furnish a Bond or other collateral satisfactory to County to indemnify County against any Claim. .:~.,. u, on the bas,s 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 thc Work has been Completed and the contractor's other obligations under the Contract Documents'have been fulfilled, the County shall cause td be published on two · (2) consecuuve weeks in the weeldy editions of theAs/~h Tunes, a public notice setiing a finai settlement date; which said settlement date shah be at least ten (10) days after the second publication. Said notice shall advise all persons, copartnerships, associations of persons, companies, or corporations that have furnished or supplied labor, provisions, materials, tonls, equipment, team hire, sustenance, or other supplies used or Consumed by Contractor or Ns subconWactor(s), that they may file a - Claim with the County, at any time up to and includ/ng the time of fiual settlement.. Upon filing of any such claim, the County shah withhold from Final Payment, to insure the payment of said cluing Until the same have been paid or such claims =as fled have been withdrawn, such payment or withdrawai to be evidenced by filing with County a receipt in full or an order for withdrawal in writing and signed by the person filing such claim or his duly authorized agents or assigns. Such funds shall not be withheld longer than ~ following the date f.xed for final settlement as published unless an action is commenced with/n that time to enforce such unpaid claim and a notice of L/s Pendens is fled with the County. At the expiration of such ninety (90) day period, the County shali pay to Contractor such moneys and funds as are not subject of suit and L/s Pendens notices and shall retain thereafter, subject to the final outcome thereof, only such bahnce of funds to insor~ the payment of judgments which may result bom such suit. . ~ 14.9.2. If, the remaining balance to be held by the County for Work not fnl~y Completed or corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished, Ihe written · consent of the surety to the payment of the halance 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 shah not ' Constitute a waiver of claims. . 14.10 Contractor's Continuing Obligation: ~ ' The Contractor's obligation to perform · ' ' shah be absolute, and complete the Work ,n accordance with the Contract Documents 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 ssmple submission, nor the issuance of a notice of acceptability by -59- · 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 , thth · Contractor's obligation to perform the Work m a n c tract · 14.11. LiquldatedDamages: _~ ...... '. , ~: .'_.,_~.~a ~"d mutually a°~ed, by and bc~een ' ... 14.11.1. ~ FOR COMPLlaI~U~: It ~s nerevy m~u~Lo,.~ ~,, the Contractor and the C~unty, that the date of beginning Work and the time ot compteuon as speCtacu herein are essential conditions of the Agreement' The Contractor agrees that said Work shall be pr~seented 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 completio~ of the Work described herein are reasonable, time(s) for the completion of the Work, taking into the essence in completing the Work, and that the Project Work Schedule referenced at paragraph 6.7. and me Submittal Schedule referenced at paragraph 6.3. and all dates set forth therein and where in the Conu'act Documents, an additional time is allowed for the completion of thc 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 Constructiqn' is of paramount. r. impertance to the County. If any portion of the Work is not completed.in acoordance with any time . extensions granted by the County, the County will suffer damage, the extent of which will be impraciical and extremely difficult to ~t!mate accurately. Therefore, as part of the consideration for eXeCUting the Contract, it is hereby agreed that the Conu'actor shall pay to the County the liquidated damage amounts specified in the · Agreement. This p .a~d.'cular provision s.hall aot be construed as a pe~ulty upon said Contr~. ctor for falling · fully to complete sa~d Work as agreed m the Proposal and Contract Documents nor is it intended, b~t as ~ Liquidated Damages to compensate the County for all costs incurred as a re'Cdt of such bi,ach of Contm..ct.. 14.{1.4.'s IS os cosmucnos to the ', terms of ~Excusable Delays", as contained in Scction 14.115. oftbe Geh~ril Conditions;' the Contracior expressly agrees to pay the County as a reasonable estimate of ]ast compensat, on for damages contemplated ' with the clause, the amount set forth in the Liquidated D.~ages Form for each consecutive calendar day that Substantial Completion is delayed in the Construction of the project.,.. · :', 14.11.5.-EXCUSABLE DEI.AYS - FORCE Iv q . by. reason.of.r.o.r Ma, m n ; YnPsua ch hereto shall be rendered unable wholly or in part to carry out ~ts ovt~gatxons unoer tins ,,q. greemc party shall give notice and full particulars of such Force Majeure in writing to the other party within a · · ' party giving such reasonable time after oocurrence of the event or cansc relied upon, and the obligation of the notiCe, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the · liability then elnlmed, but for Bo longer period, and any such party shall remove or overcome such inability t 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 thc United States or the State of Colorado or any political subdivision, except thc County, or any civil or military authority, insurreaztion, 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 :: elaiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within thc discretion of the pagy having the difficulty, and that thc 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 thc . '. judgment of the party having thc difficulty. -60- 14.11.6. CUMULATIVE REMEDy: The liquidated damages referred 'to herein are intended to be and ~¢ cumulative and shall be in addition to every other remedy now ?r hereafter enforceable at law, in :equity, bystatute, orundercontmct.. -..~. . , : 14.I2 SVaiver of Clalms '. · 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 spe.cial guarantee specified therein; however, it shall not · constitute a waiver by County of any rights m respect of Contractor's continuing obligations under the ~Conh'act Documents; and ~ : . ....... ' ' 14.12.2. ' · ..... A waiver of ail clmms by Contractor against County other than'those previously made in writing and idefitified by the Contractor as unsettled at the time of the Final Application for Payment. ARTICLE lS sUSPENSION OF WORKAND TERI~IINATI0N '15.1 CountyMaySuspendWork: The County may, at any time and without cause,'su~pend the Work or any portion thereof for a period of not more than ninety days by notice in writing to the Contractor and will fix the date on which work will be . resumed. .The Contractor shall resume the Work on the date ~o fixed. Thc'Contractor shail be allowed an inercase in the Contract Price or an ex~nsinn of the Contract Tirae, or both if the Consecutive Calendar Davy ' used to'complete the Work arc directly attributable to any suspension, if thc Contractor makes an approved claim therefor as provided in Article 11. Other Work suspensions such 'as delayed start or phased construction shall not entitle the Contractor to any Compensation of payment or time. 152 County May terminate~ Upon the occurrence of any one or more · "' 152.1. If the Contractor commences a voluntary case under any chapter of the Bankruptuy Code CI'itle II, United States Code), as now or hereafter in effect, or ff Con~-actor takes any d~ulvalent 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 gamst 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 . a~i,st Contractor under any other federal or state law in effect at the time relating to bankruptcy or insolvency; . ' c ' . ' 15.23. If the Contractor mnkes a general assignment for the benefit of er'editors; 15.2.4. ' · Ifa 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 admiaistration 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 -61 - equipment or failure to adhere to the progress schedule established under paragraph ,2.9 as revised from time tO time); ' i' ' ' ; ' 1S2.?, Ifthe Contractor disregards laws,Ordinances,rules' regulati°ns'Or orders°f any public b°dy. h vingj fisdiction; 15~ 8 If the Co'titractor disregards the authority of Procurement Officer;, or, ' ' , . ' . i52.9. 'ff the ~.untractor otherwise violates in afiy substantial Way any provisions of the Contract Doctmlents: . ' : The County may, after giving the Contractor (and the surety, if there be one) seven (7) days written notice and to the extent permitted by laws, ordinances, rules, regulations, or orders, terminate the services of Contractor, exclude the Contractor from the site and take possession of the Work and of all the Contractor's tools, appliances, construction equipment and machinery at the site and use the same to the full extent they could be used by the Contractor (without liability to the Contractor for trespass or conversion), incorporate in the Work all materials and equipment stored at the site Or for which the County has paid the Contractor but which are stored elsewhere, and finish the Work as the County may deem expedient. In such case the Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the direct, indirect and consequential costs of completing the Work (including but not limited to fees and charges of englneei's, architects, attorneys and other professionals and : court and arbitration costs) such excess will be paid to th~ 'Con~xactor..If such costs..exceed such.unpaid ~;.baiance, the Contractor shall pay the differenCe to the County. Such.oosts'incurred by the ~County will be approved ns'to reasonableness by the Procurement Officer and incorporated in a Chung'e Order', but when . exercising any 'fights or remedies under this paragraph the County shall not be required to obtain the lowest priCe for the Work performed. ~ - ' 152.10. Where the Contractor's services have been so terminated by the County, .the termination will not affect any rights or remedies of the. Count_ a~..g~)~t_ ~,,e.,~e~2~vv~ht~e ~ouenT~n.gll~ro~Vgh~e~se~hYe thereafter acCrUe. Any retention or payment ox money~ Contractor fromliability. ', .' .' '". ' * ' ' ' ' ' - ....' ' 152.11. 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 ¢ontractorMay Stop Workor 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 Anicie 6 to can'y on the Work in accordance with the progress schedule and .without delay during disputes and disagreements with the County. · ARTICLE 16 - MISCEI.~ANEOUS ' 16.1 G~vmgNot/ce. - · .... -' ....,~,;,-o ,t be deemed to Whenever any provision of the Contxact Documents reqmres me g~vmg ot wn~: .......... will have been vaiidly given ff delivered in person to the individual or to a member of the firm or to an officer of -62- the corporation for whom it is intended, or if delivered by registered or certified ma;l, postage prepaid, ,o the la~! business address known to the giver of ,~te°r sent notice. 16.2 Computntion of Time: . ~ ~ ~' ' : 16.2.1. When any 'period of time is referred to in the Contract 'Docmnents by days~ it will be computed to ~clude the first and include th~ last day of such period. If the last day of any such period 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~.. A consecutive calendar day of twenty-four hours measured from. midnight to the next midnight shall constitute a day. A working day is any day; Monday through Friday of nach week, also ;:ailed business day. 163 General: 163.1. 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 legaliy liable, clairn will be made in writing to the other party within a reasonable time of the .first observan~ of such injury or damage. The provisions of this paragraph shall not be cons~'ued as a substitute for or a Wmver of the provisions of any applicable statute of limitations or repose. . 163.2.. The duties and obligations imPOSed by these General Conditions and e rights and remedies available hereunder to the parties hereto, and, in particular but without limitation, the warranties,,'gaarantees and obligations imposed upon the Contractor by the General Conditions, and all of the fights 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 ate otherwise imposed or available by law or contract; by special warranty or gnmrantee 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. ·. · ]6.4 Independent Contractor Status: ' It is expressly acknowledged and understood by the parties that nothing in this agreement shall result in, or be construed as establishing an employment relationship. The, Contractor shall be, and shall perform as, an independent the Contractor who agrees to use his best efforts to provide the Work on behalf of the COunty. No agent, employee, or servant of the Conwactor 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 ate 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 en~cly 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 CONTRAC'FOR, SHALT~ NOT BE ENTITLED TO WORKERS' COMPENSATION BENEFITS AND SHALL BE OBLIGAT~;D TO PAY FEDERAL AND STAT~: INCOME TAX ON ANY MONEYS EARNED PURSUANT TO THE CONTRACT. 16.5 Audit and Records 16.5.1. DATA AND RECORDS: The Contractor shall rnnintain all data and records pel'~inant 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 -63- · articles of the Contract Documents. The'authorized representatives of the U.S. Department of Trausportat,on, 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 nonnai business hours. The Contractor covenants and agrees that it shall require that any Subcontractor Utilized in the performance of · this Agreement shall permit the authorized representatives of the United States Department of Transportation, the State of Colorado, ' and the' County,. to similarl3 inspect and audit ail data and .records of said SubconWactors relating t~J'the performance of said Subcontractors under this Agreement for the same lim~ 16.5.2. COST OR PRICING DATA: If the Contractor has submitted cost or .Imcmg data connection with the pricing of any modification to the Contract,'=nless the pricing was based on adequate price competition, estabhshe catalog or market l~ces 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 fight to examine and audit all books, records, documents, and other data of the Contractor (including computations and projections) related to negotiating, 'pricing or performing the modification, in order to evaluate the accuracy, completeness, and currency of the cost and pricing' data. In 'the case of pricing any modification, the authorized representatives of the U.S. Depariment of Transportation, and the State of Colorado shall have the same fights at ail reasonable times 16.53. AVAILABILITY: The Contractor shall make available at its offices the materials described in the Contract Documents, for exhmination, audit,' or reproduction, until three (3) years after final payment under the Contract, or for any period, ff any, as is required by applicable statute 9r by other articles of this Contract. '" ' 16.5.4. CONTRACI'TERMINATION: ff this Contract is completely or partially terminated, the reCOrds relating to. the Work !erminated shall be made available for three (3) years ~er any resulting final termination payment. 16~.5. APPEAI.~, LITIGATION, OR CLAIMS: Records pemdning to appeals under the disputes clause or to litigation or the seUlement of claims arising under or relating to the performance of this Contract shall be made available until disposition of such appeals, litigation, or claims. -64-