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HomeMy WebLinkAboutbocc.con.017.2005 CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOg SCANNING/ARCHIVING Originating DepaFunent/Division: Public Work- Project Management Office Contact Person: Jodi Smith, County Project Manager Phone #: 920-5396 or 618-3717 CONTRACT BOCC AGENDA ITEM (BOCC signature required) ~ STAFF AUTHORIZED SIGNATURE (as per Procurement Code) Check Contract Type: Services Maintenance License/Use Lease X Construction Purchase Employment Intergovernmental Agreement (Requires BOCC Action) Non Profit ___Quasi-Public Grant Agreements (Requires BOCC Action) Other Dollar Amount: t/~tt /00 -- Signatures Required: Under 25K- Department Head 25-50K - Department Head (if appropriate), Section Leader Over 50 K - Department Head (if appropriate),~Section Leader, County Manager Contractor/Business (Complete Name): c~/~/~'~/2 &~-~ f,~-~/'~7~-- Contract Start Date: DO*c/ 5 ~ / ~-- -- Contract End Date: , J ~.~ -~o, Automatic Renewal (Y/N): ,%/ ' All Contracts should be proofed for the following: 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 · All Exhibits Attached · All Legal Descriptions Attached (if appropriate) · Notice of Award/Proceed Attached (if appropriate) Sent to Clerk and Recorder for Scanning/Archiving S~t~--S~i~, County Proj'-~ - eot Manager Signature of authorized staff person indicate that document has been proofed and ready for scanning. Note: Clerk's Office will keep original documents in compliance with Colorado State Archives retainage schedule. pcjmj\ww\g\scannning\county contracts\narrative\checklistsheet CONTRACT NOTICE OF AWARD TO: Forrest Painting & Decorating, Inc. P.O. Box 3829 Basalt, Colorado 81621 The Owner, having duly considered the Proposal submitted on April 5, 2005, for the work covered by the Contract Document titled Pitkin County Courthouse - Refinishing of (Main Entrance Only) Exterior Doors excluding all alternates in the amount of Seventeen Thousand, One Hundred Dollars and Zero Cents ($17,100.00), and it appearing that the Price and other information in your Proposal Form is fair, equitable and to the best interest of the Owner, the offer in your Proposal Form is hereby accepted. In accordance with the terms of the Contract Documents, you are required to execute the Agreement in three copies within ten (10) consecutive days from and including the date of this Notice of Award. In addition you are required to furnish in the said time Certificates of Insurance evidencing compliance with the requirement for insurance as stated in the Contract Documents to Jodi Smith, County Project Manager, 76 Service Center Road, Aspen Colorado 81611 (970) 920- 5374 Fax. PITKIN COUNTY Jo~nSmith, C~ouht-y er~)ject Manager ACCEPTANCE OF NOTICE: Re/~i~pt of the above Notice of Award is hereby acknowledged By ~--/[.~l,q-q~'z//~.q~--~4~ this ¢ day of Tit I e t /~'~ J~7~-~/~/~--~ /~'D ,2005. 1 PITKIN COUNTY CONSTRUCTION CONTRACT AGREEMENT THIS AGREEMENT, made this 5th day of April, 2005, by and between the County of Pitkin, Colorado, a Colorado home-role county, (hereinafter called the "County") and Forrest Painting & Decorating, Inc. P.O. Box 3829, Basalt, CO 81621 (970) 927-4153 (hereinafter called the "Contractor"). RECITALS A. The County intends to refinish the exterior doors at the Pitkin County Courthouse to include the Main Street entry doors excluding all alternates, hereinafter called the "Project", in accordance with the terms and conditions outlined in the Contract Documents and the associated Plans and Specifications. Contractor's Proposal was the most responsive Proposal. EXHIBIT A: Proposal dated April 5, 2005 NOW, THEREFORE, the County and the Contractor, for the considerations hereinafter set forth, agree as follows: 1. The Contractor agrees to furnish all supervisory labor, materials, equipment, tools, and services necessary to complete in a workmanlike manner all tasks required within the scope of work for the completion of the Project, in strict compliance with the contract documents herein mentioned, which are made a part of this Contract. ~ ,~. ~ 2. ~,~Contract Time and Liquidated Damages. Work under this{ Agreement shill be comanenced b ~a-' 15, 2005, and shall be substantially completed by'~, and Y * punchlist completed fifteen (15) days thereafter, or the Contractor hereby agrees to pay County Liquidated Damages for delay (and not as a Penalty) in the amount of $25.00 per calendar day for each day or part of a day the Project is not completed by the completion date here established. The parties agree that actual damages for delay in completion is difficult or impossible to accurately estimate at this time, that the sum stated is a reasonable forecast of fair compensation for the anticipated damages for delay and that they genuinely intend to liquidate such damages. laws, ordinances, roles and regulations that in any manner may affect cost, progress, or performance of Project. (2) Contractor has carefully studied the site and has performed all necessary investigations, tests, subsurface investigations to define the latent physical conditions of the construction site affecting cost, progress, or performance of Project. (3) Contractor has made or caused to be made examinations, investigations, and tests and studies of such reports and related data as he deems necessary for the performance of Project at the Agreement Price, within the Contract time, and in accordance with the other terms and conditions of the Contract Documents; and no additional examinations, investigations, tests, reports, or similar data are or will be required by Contractor for such purposes. (4) Contractor has correlated the results of all such observations, examinations, investigations, tests, reports and data with the terms and conditions of the Contract Documents. (5) Contractor has given Procurement Officer written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents, and the written resolution thereof by Procurement Officer is acceptabl~ to.Contractor. 13. County's Representations. A. County makes the following representations: (1) Authority exists in the law and County has budgeted, appropriated and otherwise made available funds equal to, with a sufficient unencumbered balance thereof remains available, for payment of or in excess of the Agreement Price. (2) County, by issuing any Change Order or other form of order or directive requiring additional compensable work to be performed by Contractor, which work causes the aggregate amount payable under the Agreement to exceed the amount appropriated for the original Agreement Price, represents to Contractor, that lawful appropriations to cover the costs of the additional work have been made. 14. Miscellaneous. A. Terms used in this Agreement, which are defined in Part 1 of the General Conditions, shall have the meanings indicated in the General Conditions. B. If any term, section, or other provision of the Contract Documents shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such term, section, or other provision shall not affect any of the remaining provisions of the Contract Documents, and to this end, each term, section and provision of the Contract Documents shall be severable. C. None of the remedies provided to either party under the Contract Documents shall be required to be exhausted or exercised as a prerequisite to resort to any further relief to which such party may then be entitled. Every obligation assumed by, or imposed upon, either party hereto shall be enforceable by any appropriate action, petition or proceeding at law or in equity. In addition to any other remedies provided by law, the Contract Documents shall be specifically enforceable by either party. D. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one and the same document. E. Unless otherwise expressly provided, any reference herein to days shall mean calendar days. All times stated in the Contract Documents are of the essence. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set out herein above. COUNTY OFP~KIN, COLORADO FORREST PA/I~?TI~a. 8~EC~D-R:ATIN G, (~O. ~X~ s~at~) ' t Date Bas,t, Colorado 81621 RECOMMENDED FORAPPROVAL: Date Jodi Smith, Project Manager NA Temple Glassier, PW's Deputy Director Date 6 (Revised 2/26/02) REQUIRED CLAUSES For purposes of these required clauses, "Contractor" means the proposer or other party who may eventually enter into a contract with the County. The Proposer shall be subject to the following provisions: 1. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CON- Bo TRACTING LAW The contractor acknowledges that this Agreement is entered into subject to the requirements of the "Pitldn County Procurement Code," (Section 8.5 of the Pitkin County Home Rule Charter, Ordinance # 00-18, approved April 26, 2000). As such, the Contractor agrees to comply with all requirements of said Procurement Code, and such requirements are incorporated herein by this reference. The Contractor shall immediately notify the County Manager in writing of any violation of said Code or statutes by the County's employees or agents, which violation(s) is known or should have been known by him, and failure to so notify the County of any violation(s) within five (5) days of knowledge of such violations shall be considered a breach of this Agreement. Further, such failure to notify the County of violation of the Procurement Code or statutes within five (5) days of knowledge shall be deemed as a waiver of any action or defense that the Contractor may have against the County by reason of such violation of the Procurement Code or statutes. WARRANTIES AGAINST CONTINGENT FEES, GRATUITIES, KICKBACKS AND CONFLICT OF INTEREST Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agree- ment or understanding for a commission, pementage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of Pitkin County a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a 7 program requirement or a pumhase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Contract or Subcontract, or to any solicitation or proposal therefor. 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. Kickbacks Prohibited. It shall be a breach of Contract for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. The Contractor is prohibited from inducing, by any means, any person employed under this Contract to give up any part of the compensation to which he/she is otherwise entitled. The Contractor shall comply with all applicable local, state and federal "anti-kickback" statutes or regula- tions. Conflict of Interest Prohibited. No official, officer, employee or representative of the County during the term of this Contract or one (1) year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. (Additional restrictions on present and former employees of County are found in Article 7 of the Procurement Code). Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and conflict of interest prescribed in this Contract shall be made a condition of and con- spicuously set forth in every sub-contract and solicitation therefor. Conspicuously means written in such special or distinctive format, print, or manner that a reasonable person against whom it is to operate ought to have noticed it. Remedies. In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the County shall have the right to: (1) Terminate this Contract without liability by the County; (2) Debar or suspend the offending parties from being a contractor or sub-contractor under County contracts; (3) Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Contractor; and (4) Recover such value from the other offending parties. 3. EQUAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGED/MINORITY/ WOMEN BUSINESS ENTERPRISES (DBE/MBE/WBE) Pursuant to local, state and/or federal anti-discrimination and affirmative action programs, contractor shall meet all applicable requirements with respect to employment 8 and subcontracting in connection with Disadvantages/Minority/Women individuals and enterprises (DME/MBE/WBE). In connection with the execution and administration of this Contract, and any subcontracts, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, handicap or status as a veteran. In connection with the performance of this Contract, the Contractor will cooperate with the County in meeting the County's commitments and goals with regard to the maximum utilization of disadvantaged, minority and women business enterprises and will use its best efforts to ensure that such business enterprises shall have the maximum practicable opportunity to compete for employment and/or subcontract work, if any, under this Contract. The Contractor will furnish all necessary information and reports and will permit access to its books, records, and accounts by Pitkin County for purpose of investigation to ascertain compliance with the nondiscrimination/affirmative action provisions of any resultant contract. Employment Data and Affirmative Action Plan. If requested, the Contractor agrees to submit on an Employment Data Form to be provided by the County, the data showing the utilization of disadvantaged persons, minorities and women by job category within its organization. Where the Contractor has fifty (50) or more employees or it is partici- pating in contracts with the County which exceed Fifty-Thousand ($50,000.00) Dollars, an Affirmative Action Plan must be submitted to the County when requested by the County Attorney's Office within ten (10) days after selection. Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination/affirmative action provisions of any resultant contract, Pitkin County shall impose such contract sanctions as it may determine to be appropriate, including, but not limited to: (1) Withholding of payments under the Contract until the Contractor complies, and/or (2) Cancellation, termination, or suspension of the Contract, in whole or in part. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY The performance of work under the Contract may be terminated by the County: (1) Whenever the Contractor shall default in performance of this Contract in accordance with its terms, and fails to cure or show cause why such failure to perform should be excused within ten (10) days (or longer as the County may allow or shorter, but not less than three (3) days, for failure to provide proof of insurance or maintenance of any dangerous condition) after hand-delivery or mailing to the Contractor of a notice specifying the default. If mailed, said notice shall be sent by certified mail, return receipt requested, to the address specified herein for the Contractor. The Contractor shall not be in default by reasons of any failure in performance of this Contract in accordance with its terms if such failure arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to, acts of God, natural disasters, strikes, or freight embargoes, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. Upon request of the Contractor, the County shall ascertain the facts and failure, and, if the County shall determine that any failure to perform constituted a valid commercial excuse, the performance shall be revised accordingly and notice of default withdrawn; or (2) Whenever for any reason and in its sole discretion the County shall determine that such termination is in its best interest and convenience. Notice of Termination. In the event of termination for the convenience of the County, the County shall deliver to the Contractor a written notice of termination, specifying the masons therefor, and the effective date of such termination. The effective date shall not be earlier than the date of hand-delivery or the date of mailing of the notice, plus three (3) business days. The notice of termination shall be sent regular first-class mall to the address of the Contractor heroin provided. Termination Procedure. After the effective date of the notice of termination for default or for the convenience of the County, unless otherwise directed by the County, the Contractor shall: (1) Stop work under the Contract on the date specified in the notice of termination. (2) Place no further orders for materials, services or facilities. (3) Terminate all orders and subcontractors to the extent that they relate to the performance of work terminated by the notice of termination. (4) With the approval or ratification of the County, settle all outstanding liabilities and all claims arising out of such termination on orders or subcontracts, the cost of which would be compensable or reimbursable in whole or in part in accordance with this Contract. Termination Payment. After the effective date of a notice of termination for the convenience of the County, the Contractor shall submit to the County his termination claim in the form of a final invoice in accordance with the provisions in "Method of Payment," including costs incurred to the date of termination, and costs incurred because of termination, which termination costs shall not exceed 10% of the total amount of proposal; provided, however, that in the event of default by the Contractor, no extra costs incurred because of termination shall be paid to the Contractor and any costs paid shall not be a waiver of any claim, counterclaim or set-off by the County against the Contractor on account of any default. Such claim must be submitted promptly, but in no event later than thirty (30) days from the effective date of termination, unless one or more extensions are granted in writing by the County. Upon the Contractor's failure to submit a claim in the time allowed, the County may review the information available to it and determine the amount due the Contractor, if any, and pay the Contractor the amount as determined. 10 Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may negotiate the whole or any part of the amount or amounts to be paid, upon termination for default or for the convenience of the County. Remedies. The Contractor shall have the right of appeal from any determination made by the County under "Termination for Default or for Convenience of County;" except that if the Contractor has failed to submit his claim within the time provided in Paragraph 4.D., above, and has failed to properly request extension, he shall have no such right of appeal. In any case where the County has made a determination of the amount due under Paragraphs 4.D. or 4.E., above, the County shall pay the Contractor: (1) the amount the County has determined if there is no right to appeal or if no timely appeal has been taken, or (2) the amount finally determined on such appeal if an appeal has been taken. Method of Appeal. If the Contractor disagrees with the County's determination under Paragraphs 4.D. or 4.E., he can appeal this decision in writing to the County. Such appeal must be made within twenty (20) days of receipt in writing of the County's determination. The County shall have twenty (20) days in which to respond in writing to the appeal. The County's response shall be final and conclusive unless within thirty (30) days from the date of receipt of such response the Contractor submits the dispute to a court of competent jurisdiction or submits a demand for arbitration if required by the Contract Documents. INTEGRATION AND MODIFICATION This Contract constitutes the full and complete agreement of the parties and supersedes or incorporates any prior written and oral agreements of the parties. In addition, the Contractor understands that unless the contract is for goods or services of a value less than $25,000, no County official or employee, other than the Board of County Commissioners acting as a body at a Board meeting, has authority to enter into a con- tract or to modify the terms of this contract on behalf of the County. Any such contract or modification to this contract must be in writing and be executed by the parties hereto. With respect to change orders under the Contract, the County and the Contractor shall process and approve/disapprove requests for change orders as otherwise provided in this Contract, subject to the requirements of the Procurement Code and the Finance Office. INDEMNITY The Contractor (including, by definition here and hereinafter, its officials, employees, agents and representatives, subcontractors and suppliers), shall and hereby does release, discharge, indemnify and hold harmless the County of Pitkin and its officials, employees, agents and representatives from and against liability for any claim, demand, loss, damages, penalty, judgment, expenses, costs (including costs of investigation and defense), fees (including reasonable attorney and expert witness fees) or compensation in any form or kind whatsoever for any bodily injury, death, personal injury or property damage arising out of or in connection with any negligent act, intentional act, error or omission by the Contractor, and for any consequential liability alleged to accrue against 11 Bo the County on account of the Contractor's acts, errors or omissions; provided, however, that such indemnity shall not be construed as an indemnity for bodily injury or property damage arising from the sole negligence of the County or its employees. The Contractor further shall investigate process, respond to, adjust, provide defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent. INSURANCE In whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies, from companies licensed in the State of Colorado, as will protect itself, the County and others as speci- fied, from claims for bodily injuries, death, personal injury or property damage, which may arise out of or result from the Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits indicated and including such endorsements as are indicated by an "X", are required: (1) Statutory Workers' Compensation: Colorado statutory minimums (2)Commemial General Liability - ISO 1998 Form or equivalent (County must be named as additional insured) Each Occurrence Limit $1,000,000.00 General Aggregate Limit $2,000,000.00 Products/Completed Operations Aggregate Limit $2,000,000.00 Comprehensive Form (All risks) to include: X Premises/Operations Underground, Explosion & Collapse Hazard X Products/Completed Operations X Contractual Liability X Independent Contractors and Subcontractors X Broad Form Property Damage X Personal Injury (3)Business Auto Coverage: Combined Single Limit Liability (each accident) Coverage to include: X Any Auto All Owned Autos Hired Autos Non-Owned Autos Garage Liability $1,000,000.00 (4)Special Coverages (check as appropriate): (1) Performance Bond Labor and Material 100% of contract // Payment Bond 100% of contract .(2) Professional Errors and Omissions .(3) Aircraft Liability .(4) Owner's Protective .(5) Builder's Risk amount of project .(6) Boiler and Machinery .(7) Loss of Use Insurance (8) Pollution Liability (9) Crime, including Employee Dishonesty Coverage, or Fidelity Bond PROOF OF INSURANCE MUST BE SENT TO: Pitkin County Jodi Smith, County Project Manager 76 Service Center Road, Aspen CO 81611 FAX (970) 920-5374 To provide evidence of the required insurance coverage's, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the County Risk Management Department no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any contract and grounds for rescission or termination. These Certificates of Insurance shall contain a provision that coverage afforded under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice by certified mall, return receipt requested (effective upon proper mailing), has been sent to the County (through the Procurement Officer). (For purposes of this provision, "materially altered" shall mean a change affecting the coverage's required herein, including a change to policy limits as set out in the then-current policy declarations page). Simultaneously with the Certificates of Insurance, the Contractor shall file with the County (and promptly update, as necessary) a certified statement as to claims pending against the required coverages, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. In addition, these Certificates of Insurance shall contain the following clauses: (1) The clause "other insurance provisions," in a policy in which the County of Pitkin holds a Certificate, shall not apply to the County of Pitkin. (2) The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. (3) Any and all deductibles in the above-described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. (4) Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." o 10. 11. 12. Certificates of Insurance for all renewal policies shall be delivered to the Procurement Officer at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this Agreement or thereafter. The County reserves the right to request and receive a copy of any policy and any policy endorsement. EXEMPTIONS AND PREFERENCES All purchases of construction or building or any other materials for any Contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000- 5K. Pursuant to state statute and to the extent permitted by law, Colorado labor shall be employed to perform the work to the extent of not less than eighty pement (80%) of each type or class of labor employed on such project; except for highway construction, which is subject to C.R.S. 43-2-208, which provides that all laborers shall be bona fide residents of Colorado with a preference to residents of the County where the work is performed. RECORDS The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this Project for a period of three (3) years after final payment on the Project and the County shall have the right within the three-year period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing standards, compliance with all provisions of the Contract and applicable law. SUCCESSORS AND ASSIGNS This Agreement and ail of the covenants hereof shall insure to the benefit of and be binding upon the County and the Contractor respectively and their agents, represen- tatives, employees, successors, assigns and legal representatives. Neither the County nor the Contractor shall have the right to assign or transfer its interest or obligations hereunder without the written consent of the other party, which consent shall not be unreasonably withheld. THIRD PARTIES This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom Contractor or County may assign this Agreement in accordance with the specific written permission, any rights to claim damages or to bring any suit, action or other proceeding against either the County or Contractor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. AGREEMENT MADE lin COLORADO 14 13. 14. 15. 16. The parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. ATrORNEY'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. NOTICES Unless otherwise provided in the Contract Documents, all notices under the Agreement shall be sent certified mail, return receipt requested, and shall be effective upon receipt or three (3) business days after mailing, whichever is first. GOVERNMENTAL IMMUNITY Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this Agreement, the monetary limitations or terms (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et. seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing in these Required Clause or any other Contract Document shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. CURRENT YEAR OBLIGATIONS The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this Agreement are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of this agreement shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of this agreement shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This agreement shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of this agreement shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this agreement restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. 15 PITKIN COUNTY, COLORADO GENERAL CONDITIONS FOR CONSTRUCTION CONTRACTS (Version GC-99-1) updated 11/27/01 TABLE OF CONTENTS Article 1 - Abbreviations, Definitions, and Provisions of General Applicability. 1.1. Abbreviations 1.2. Definitions Article 2 - Preliminary Matters 2.1. Delivery of Bonds 2.2. Copies of Documents 2.3. Commencement of Contract Time, Notice to Proceed 2.4. Starting the Project 2.5. Before Starting the Project 2.6. Pre-construction Conference 2.7. Project Progress Meetings Article 3 - Contract Documents, Intent, Amending, Ownership, Escrow Bid Documents 3.1. Intent 3.2. Amending and Supplementing Contract Documents 3.3. Reuse of Documents 3.4. Precedence of Contract Documents Article 4 - Availability of Lands, Physical Conditions, Reference Points. 4.1. Availability of Lands 4.2. Physical Conditions 4.2.1. Exploration and Reports 4.2.2. Existing Structures 4.2.3. Report of Differing Conditions 4.2.4. Procurement Officer's Review 4.2.5. Possible Document Change 4.2.6. Possible Price and Time Changes 16 4.3. Physical Conditions - Underground Facilities 4.3.1. Shown or Indicated 4.3.2. Not Shown or Indicated 4.4. Reference Points 4.5. Protection of Existing Vegetation and Restoration of Property and Landscape 4.6. Hazardous Materials 4.7. Contractor's Representations Article 5 - Bonds, Indemnification, Liability, and Insurance 5.1. Performance, Payment, and Maintenance Bonds 5.2. Indemnification 5.3. Contractor's Insurance Article 6 - Contractor's Responsibilities. 6.1. General Responsibilities 6.2. Supervision and Superintendence 6.3. Labor, Materials, and Equipment 6.4.-6.6 Reserved 6.7. Work Schedule 6.8. Substitutes of "Or-Equal" Items 6.9. Subcontractors, Suppliers and Others 6.10 Patent Fees and Royalties 6.11 Permits 6.12 Laws and Regulations 6.13 Taxes 6.14 Use of Premises 6.15 Record Documents 6.16 Safety and Protection 6.17 Emergencies 6.18 Shop Drawings and Samples 6.19 Claim Release, Mechanics' Lien 6.20 Continuing the Work 6.21 Contractor's Facilities Article 7 - Other Work. 7.1. Related Work at Site 7.2. Coordination Article 8 - County's Responsibilities. 8.1. Article 9 - Procurement Officer's Status During Construction. 9.1. County's Representative 9.2. Visits to Site 9.3. Project Representation 9.4. Clarification and Interpretation 9.5. Authorized Variations in Work 17 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 10.1. 10.2. 10.3. 10.4. 10.5. 10.6. 10 - Changes in the Work. County Initiated Changes Written Notice of Change Change Order Contractor Change Request Down Time4 Submittal Requirements and Waiver of Claims Article 11 - Changes of Contract Price or Contract Time. 11.1. Contract Price Adjustments 11.2. Contract Time Adjustments 11.3. Force Account Work 11.4. Contract Sum Determination 11.4.1. Direct Labor 11.4.2. Labor Burden 11.4.3. Direct Material, Supplies, Installed Equipment 11.4.4. Equipment 11.4.5. Bonds, Insurance, Permits and Taxes 11.4.6. Subcontract Costs 11.4.7. Overhead and Profit 11.4.8. Totals as Equitable Adjustment 11.5. Cost and Pricing Data 11.5.1. Certificate of Current Cost or Pricing Data 11.5.2. Vendor Statements 11.5.3. Price Reductions for Defective Costs or Pricing Data 11.6. Variation in Quantity of Unit Priced Items Article 12 - Reserved Article 13 - Warranty and Guarantee (Maintenance Bond); Tests and Inspections; Correction, Removal or Acceptance of Defective Work. 13.1. 13.2. 13.3. 13.4. 13.5. 13.6. 13.7. 13.8. 13.9. 13.10. Warranty Access to Work Tests and Inspections Uncovering Work County May Stop the Work Correction or Removal of Defective Work Correction Period Acceptance of Defective Work County May Correct Defective Work Unauthorized Work 18 Article 14 -Construction Schedule, Schedule of Values, Payments to Contractors, and Completion 14.1. Schedules 14.2. Application for Progress Payment 14.3. Contractor's Warranty of Title 14.4. Review of Application for Progress Payments 14.5. Substantial Completion 14.6. Partial Utilization 14.7. Final Inspection 14.8. Final Application for Payment 14.9. Settlement Date, Notice to Subcontractors, Acceptance and Final Payment 14.10. Contractor's Continuing Obligation 14.11. Liquidated Damages Time for Completion Time is of the Essence to the Agreement Liquidated Damages Delays in Work Completion of Construction Phase Excusable Delays - Force Majeure Cumulative Remedy 14.12 Waiver of Claims Article 15 - Suspension of Work and Termination, 15.1. County May Suspend Work 15.2. County May Terminate 15.3. Contractor May Stop Work or Terminate Article 16.1. 16.2. 16.3. 16.4. 16.5. 16 - Miscellaneous. Giving Notice Computation of Time General Independent Contractor Status Audit and Records 16.5.1. Data and Records 16.5.2. Cost or Pricing Data 16.5.3. Availability 16.5.4. Contract Termination 16.5.5. Appeals, Litigation, or Claims INTRODUCTION The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all, unless certain services or equipment are specifically excluded. These General Conditions have been prepared to be incorporated by reference into the Contract entered into between the County and the Contractor. In the event of conflict or inconsistency among the Contract Documents, the order of precedence set forth in the Contract for Construction shall govern the interpretation of the Contract between the County and the Contractor. Words and abbreviations which have well-known technical or trade meanings are used in the Contract 19 Documents in accordance with their recognized meanings, provided however that those terms required to be defined in the Proposal by the Contractor shall have the meaning given to them in the Proposal to the extent that they are not in conflict with any other part or term of the Contract Documents. ARTICLE 1 - ABBREVIATIONS AND DEFINITIONS 1.1. Whenever the words, forms, or phrases defined herein, or pronouns used in their place occur in the Contract Documents, the intent and meaning shall be interpreted as follows: AASHTO AIA AISI ANSI ASCE ASME ASTM AWG AWS BAFO CDOT DHA EBD EIA EPA FCC FHWA FrA HVAC MUTCD NACE NBS NEC NESC NFPA NTP O&M OSHA PHA RFP SAE SICS SSPC UD&FCD UL UMTA American Association of State Highway and Transportation Officials American Insurance Association American Iron and Steel Institute American National Standards Institute (formerly ASA and USASI) American Society of Civil Engineers American Society of Mechanical Engineers American Society for Testing and Materials American Wire Gauge American Welding Society Best and Final Offer Department of Transportation, State of Colorado Detailed Hazards Analysis Escrow Bid Documents Electronic Industries Association United States Environmental Protection Agency Federal Communications Commission Federal Highway Administration Federal Transit Administration Heating, Ventilation, and Air Conditioning Manual on Uniform Traffic Control Devices National Society for Corrosion Engineers National Bureau of Standards National Electric Code National Electric Safety Code National Fire Protection Association Notice to Proceed Operations and Maintenance Occupational Safety and Health Administration Preliminary Hazards Analysis Request for Proposals Society of Automotive Engineers American Institute of Steel Construction Special Society for Paint Council Urban Drainage and Flood Control District Underwriter's Laboratories, Inc. United States Department of Transportation, Urban Mass Authority Transportation 20 1.2. Wherever used in these General Conditions or in the other Contract Documents the following terms have the meanings indicated which are applicable to both the singular and plural. Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with their recognized meanings. Addenda - Written or graphic instruments issued prior to the opening of Proposals or Notice of Award which clarify, correct or change the proposal documents, Contract Documents, drawings, details or specifications. Bid - The offer or proposal of the bidder submitted on the prescribed form(s) setting forth the prices for the Work to be performed. Bid and Proposal are used intemhangeably. Bidder - Any qualified responsible and responsive firm or corporation submitting a Proposal for the Work. Bidder and Proposer are used interchangeably. Bid Package - All information and standard Contract Documents prepared by the County to assist potential bidders/proposers to prepare their bids/proposals. Bonds - Bid, performance, payment, maintenance bonds and other acceptable instruments of financial security, furnished by the Contractor and his/her surety in accordance with the Contract Documents. Change Order - A written order to the Contractor authorizing an addition, deletion or revision in the Work within the general scope of the Contract Documents, or authorizing an adjustment in the Contract Price or Contract Time, issued on or after the Effective Date of the Contract for Construction. County or Owner - Pitkin County, Colorado. Contract - All contract documents attached to the Contract for Construction and made a part thereof as provided herein. Contract Documents - The Contract including RFP, Proposal, Addenda, General Conditions, Special Conditions, Contract for Construction, Proposal Bond, Notice of Award, Payment, Performance, and Maintenance Bonds, Drawings identified in the Contract Documents or attached as part of the Proposal, and Specifications identified in the request for proposal or attached as part of the Proposal, Affidavit of Compliance form, Liquidated Damages form, Contractor's License form, Dally Construction Log form, Progress Pay Estimate form, and Insurance Certificates. Contract for Construction - The written agreement between County and Contractor covering the Work to be performed. Contractor - The qualified responsible and responsive firm or corporation with whom the County has entered into the Contract for Construction. Contract Price - The moneys payable by the County to the Contractor under the Contract Documents as stated in the Contract for Construction (subject to the provisions of paragraph 11.4.), except for the Minor Contract Revisions item(s) which are subject to the County's written authorization for expenditure. Contract Time - The number of the consecutive calendar days or the working days and/or the deadline set in the Contract Documents for the completion of the Work. Daily Construction Log - A form furnished by the County Procurement Officer, used by the County Procurement Officer to record the Contractor's daily work quantifies and project events. When required by Special Conditions, the daily construction log is the only verified justification for payment to the Contractor. Defective - An adjective which when modifying the word Work refers to Work that is unsatisfactory, faulty or deficient, or does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard, test or approval referred to in the Contract Documents, or has been damaged prior to the Procurement Officer's recommendation of final payment (unless responsibility for the protection thereof has been assumed by the County at Substantial Completion in accordance with paragraph 14.5 or 14.6). Drawings - The part of the Contract Documents which show the character and scope of the Work to be performed and which have been prepared or approved by the professional identified in the Contract Documents. Effective Date of the Contract for Construction - The date indicated in the Agreement on which it becomes effective, but if no such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. Field Order - A written order affecting a change in the Work not involving an adjustment in the Contract Time, issued by the Procurement Officer to the Contractor during construction. Hazardous Materials - The term "Hazardous Materials" shall have the meaning set forth at 42 U.S.C. § 9601 (14) and regulations promulgated pursuant thereto. Laws and Regulations; Laws or Regulations - Laws, roles, regulations, ordinances, procurement code and/or orders. Notice of Award - The written notice by the County to the apparent successful proposer stating that upon compliance by the apparent successful proposer with the conditions precedent enumerated therein, within the time specified, the County will sign and deliver the Contract. Notice to Proceed - A written notice given by the County to the Contractor fixing the date on which the Contract Time will commence to run and on which Contractor shall start to perform Contractor's obligations under the Contract Documents. Partial Utilization - Placing a portion of the Work in service for the purpose for which it is intended (or a related purpose) before reaching Substantial Completion for all the Work. Procurement Code - Section 8.5 of the Pitkin County Home Rule Charter, Resolution No. 82- 37, April 12, 1982. Progress Pay Estimate - A form furnished by the Procurement Officer, which, when required by Special Conditions, is to be used to record, approve, and process payment when the Contractor requests progress or final payments and which is to include such supporting documentation as is required by the Contract Documents. Project - The total construction of which the Work to be provided under the Contract Documents may be the whole, or a part as indicated elsewhere in the Contract Documents. Project Inspector - That person designated by the Procurement Officer to observe construction, materials placement and testing and to prepare the Dally Construction Logs and field reports. Procurement Officer - That person identified as such in the Request for Proposals. Punch List - A form or letter that lists all incomplete or deficient Contract items, and is prepared upon substantial completion of the Work by the Procurement Officer. Shop Drawings - All drawings, diagrams, illustrations, brochures, schedules and other data which are specifically prepared by or for the Contractor and/or the Subcontractor to illustrate some portion of the Work and all illustrations, brochures, standard schedules, performance charts, instructions, diagrams and other information prepared by a Supplier and submitted by the Contractor and/or the Subcontractor to illustrate material or equipment for some portion of the Work. Specifications - Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto. Subcontractor - A firm or corporation having a direct contract with the Contractor or with any other Sub-contractor for the performance of a part of the Work at the site. Substantial Completion - The Work (or a specified part thereof) has progressed to the point where, in the opinion of the Procurement Officer as evidenced by the Procurement Officer's acceptance, is sufficiently complete, in accordance with the Contract Documents, so that the Work can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to any Work refer to Substantial Completion thereof. Special Conditions or Special Provisions - The part of the Contract Documents which amends or supplements these General Conditions. Supplier - A manufacturer, fabricator, supplier, distributor, material or vendor who supplies materials or equipment for the Work including that fabricated to a special design but who does not perform labor at the site. Underground Facilities - All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels or other such facilities or attachments, and any encasements containing such facilities which have been installed underground to furnish any of the following services for materials; electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater and surface runoff removal, traffic or other control systems. Unit Price Work - Work to be paid for on the basis of unit prices. Work - The entire completed construction or the various separately identifiable parts thereof required to be furnished under the Contract Documents. Work is the result of performing services, furnishing labor and furnishing and incorporating materials and equipment into the construction, all as required by the Contract Documents and those not specifically mentioned but necessary for successful completion of the Proposal items. Written Notice or Written Notice of Amendment - A written amendment of the Contract Documents, signed by the County and the Contractor on or after the Effective Date of the Contract for Construction and normally dealing with the non-engineering or non-technical rather than strictly Work-related aspects of the Contract Documents ARTICLE 2 - PRELIMINARY MATTERS 2.1 Delivery of Bonds: When Contractor delivers the executed Contracts to the person designated in the Contract Documents, the Contractor shall also deliver such Bonds as the Contractor is required to furnish in accordance with paragraph 5.1. 2.2 Copies of Documents: The County shall furnish to the Contractor up to five (5) copies (unless otherwise specified) of the Contract Documents as are reasonably necessary for the execution of the Work, except that only one full-scale reproducible copy of each Contract Drawing will be provided free of charge. Additional copies will be furnished, upon request, at the cost of reproduction. 2.3 Commencement of Contract I2me, Notice to Proceed: Prior to the County issuing a Notice to Proceed, either the County Manager or the Chair of the Board of County Commissioners of Pitkin County, Colorado, or the appropriate department or section head, shall approve the Contract Documents and shall execute the same. Notwithstanding any representations to the contrary made by County's employees, either directly, indirectly, or by implication, no Contract shall be in effect nor shall be binding upon the County until such time as the Contract is executed by the County pursuant to authority granted in accordance with Resolution Nos. 93-170 and 83-10 or the Procurement Code. The County shall issue a Notice to Proceed after either (a) the County Manager and/or appropriate department or section head has executed the Contract, or (b) The Board of County Commissioners ("BOCC") has authorized the execution of the Contract, and the Contractor has executed the Contract and other Contract 24 Documents, and has delivered the specified bonds, Certificates of Insurance, as are required, and any other documents required to be delivered by the Special Conditions and Addenda(s) if any issued. The Contract Time will commence to run on the day indicated in the Notice to Proceed. 2.4 Starting the Project: The Contractor shall start to perform the Work on the date when the Contract Time commences to run, but no Work shall be done at the site prior to the date on which the Contract Time commences to run and prior to a mandatory pre-construction conference conducted by the County. 2.5 Before Starting the Project: Before undertaking each part of the Work, the Contractor shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements. The Contractor shall promptly report in writing to the Procurement Officer any conflict, error or discrepancy which Contractor may discover and shall obtain a written interpretation or clarification from the Procurement Officer before proceeding with any Work affected thereby. 2.5.1. Within Three (3) Days after the Effective Date of the Contract (unless otherwise specified in the Special Conditions or General Requirements), the Contractor shall submit to the Procurement Officer for review: 2.5.1.1. An estimated progress schedule indicating the starting and completion dates of the various stages of the Work; 2.5.1.2. A preliminary schedule of Shop Drawing submissions; and 2.5.1.3. Quality Control and Quality Assurance (QC/QA) plan and policy to identify the specific steps the Contractor will take to ensure the highest quality in the constructed Proposal items. 2.5.1.4. A Work Zone Safety Implementation & Enforcement Plan with specific action process. 2.5.2. Before any Work at the site is started, the Contractor shall deliver to County Risk Management and/or the Procurement Officer, copies of certificates (and other evidence of insurance requested by the County) which the Contractor is required to purchase and maintain. 2.6 Pre-construction Conference: Within seven (7) consecutive calendar days after the Effective Date of the Notice of Award, and before the Contractor starts the Work at the site, he/she and all of his/her subcontractors and suppliers shall attend a mandatory pre-construction conference, conducted by the Procurement Officer and others as appropriate to discuss coordination of construction activities, procedures for handling Shop Drawings and other issues, and to establish a working understanding among the parties as to the Work. 2.7 Project Progress Meetings The County and the Contractor shall meet once a week to review the construction activities, rate of progress, and other project related issues to ensure efficient and smooth progress of work. ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE 3.1 Intent: The Contract Documents comprise the entire agreement between the County and the Contractor concerning the Work. The Contract Documents are complementary; what is called for by one is as binding as if called for by ail. 3.1.1. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Documents. Any Work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result will be supplied whether or not specificaily cailed for. Reference to standard specifications, manuals or codes of any technicai society, organization or association, or to the Laws or Regulations of any governmentai authority, whether such reference be specific or by implication, shail mean the latest standard specification, manuai, code or Laws or Regulations in effect at the time of opening of Proposais (or, on the Effective Date of the Contract if there were no Proposals) except as may be other~vise specificaily stated. However, no provision of any referenced standard specification, manual or code (whether or not specifically incorporated by reference in the Contract Documents) shall be effective to change the duties and responsibilities of the County, the Contractor or the Procurement Officer, or any of their consultants, agents or employees from those set forth in the Contract Documents, nor shall it be effective to assign to the Procurement Officer, or any of the Procurement Officer's consultants, agents or employees, any duty or authority to supervise or direct the furnishing or performance of the Work, or any duty or authority to undertake responsibility contrary to the provisions of Article 9. Clarifications and interpretations of the Contract Documents shail be issued by the Procurement Officer as provided in Section 9.4. 3.1.2. If, during the performance of the Work, Contractor finds a conflict, error or discrepancy in the Contract Documents, the Contractor shall so report to the Procurement Officer in writing at once and before proceeding with the Work affected thereby and shall obtain a written interpretation or clarification from the Procurement Officer. 3.2 Amending and Supplementing Contract Documents: The Contract Documents may be amended to provide for additions, deletions and revisions in the Work or to modify the terms and conditions thereof in one or more of the following ways: 3.2.1. A formai Amendment of the Contract for Construction; 3.2.2. A Change Order pursuant to paragraph 10.3. As indicated in Article 11 Contract Price and Contract Time may only be changed by a Change Order or a Written Notice of Amendment. 3.2.3. In addition, the requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Work may be authorized, in one or more of the following ways: 3.2.3.1. A Field Order (pursuant to paragraph 9.5); 3.2.3.2. 3.2.3.3. The Procurement Officer's approval of a Shop Drawing or sample (pursuant to paragraphs 6.18.5 and 6.18.6); or, The Procurement Officer's written interpretation or clarification (pursuant to paragraph 9.4). 3.3 Reuse of Documents: Neither the Contractor nor any Subcontractor or Supplier or other person or organization performing or furnishing any of the Work under a direct or indirect contract with the County shall have or acquire any title to or ownership fights in any of the design details, drawings or specifications. 3.4 Precedence of Contract Documents: Notwithstanding the precedence set forth in the Pitkin County Construction Contract Agreement, a Change Order governs over all other Contract Documents impacted by the change. The Special Conditions govern over the General Conditions. In case of conflict between the Drawings and Specifications, specifications govern. Technical specifications govern over any conflicting provision of the RFP. Figure dimensions on Drawings govern over General Drawings. ARTICLE 4 - AVAILABILITY OF LANDS; PHYSICAL CONDITIONS; REFERENCE POINTS 4.1 Availability of Lands: The County shall furnish, as indicated in the Contract Documents, the lands upon which the Work is to be performed, and rights-of-way and easements for access thereto. The Contractor shall have full responsibility with respect to any conditions or provisions contained in applicable easements relating to the lands upon which the Work is to be performed. 4.2 Physical Conditions: 4.2.1. EXPLORATIONS AND REPORTS: Reference is made to the Special Conditions for identification of those reports of explorations and tests of subsurface conditions at the site that have been utilized by the Procurement Officer in preparation of the Contract Documents. The Contractor may reasonably rely upon the accuracy of the technical data contained in such reports, but not upon non-technical data, interpretations or opinions contained therein or for the completeness thereof for the Contractor's purposes. Except as indicated in the immediately preceding sentence and in paragraph 4.2.6. the Contractor shall have full responsibility with respect to subsurface conditions at the site. Contractor shall not, by virtue of this paragraph, be relieved from exercising ordinary skill and competence with respect to reliance upon the accuracy of the technical data contained in such reports. 4.2.2. EXISTING STRUCTURES: Reference is made to the Special Conditions for identification of those drawings of physical conditions in or relating to existing surface and subsurface structures (except Underground Facilities referred to in paragraph 4.3) which are at or contiguous to the site that have been utilized by the Procurement Officer in preparation of the Contract Documents. The Contractor may reasonably rely upon the accuracy of the technical data contained in such drawings, but not for the completeness thereof for the Contractor's purposes. Except as indicated in the immediately preceding sentence and in paragraph 4.2.6. the 27 Contractor shall have full responsibility with respect to physical conditions in or relating to such structures. The Contractor shall not, by virtue of this paragraph, be relieved from exercising ordinary skill and competence with respect to reliance upon the accuracy of the technical data contained in such drawings. 4.2.3. REPORT OF DIFFERING CONDITIONS: If the Contractor believes that any technical data on which the Contractor is entitled to rely as provided in paragraphs 4.2.1 and 4.2.2 is inaccurate; or any physical condition uncovered or revealed at the site differs materially from that indicated, reflected or referred to in the Contract Documents, then, the Contractor shall promptly, after becoming aware thereof and before performing any Work in connection therewith (except in an emergency as permitted by paragraph 6.22) notify the County and the Procurement Officer in writing about the inaccuracy or difference. 4.2.4. PROCUREMENT OFFICER'S REVIEW: The Procurement Officer will promptly review the pertinent conditions, determine the necessity of obtaining additional explorations or tests with respect thereto and advise the County in writing (with a copy to the Contractor) of the Procurement Officer's findings and conclusions. 4.2.5. POSSIBLE DOCUMENT CHANGE: If the Procurement Officer concludes that there is a material error in the Contract Documents or that because of newly discovered conditions a change in the Contract Documents is required, a Change Order will be issued as provided in Article 10 to reflect and document the consequences of the inaccuracy or difference. 4.2.6. POSSIBLE PRICE AND TIME ADJUSTMENTS: In each such case, an increase or decrease in the Contract Price or an extension or shortening of the Contract Time, or any combination thereof, will be allowable to the extent that they are attributable to any such inaccuracy or difference as described in Section 4.2.3. The Contractor shall meet with and obtain approval from the Procurement Officer or his/her designee prior to implementing any such change in the Work. 4.3 Physical Conditions - Underground Facilities: 4.3.1. SHOWN OR INDICATED: The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous to the site is based on information and data furnished to the County or the Procurement Officer by the owners of such Underground Facilities or by others. Unless it is otherwise expressly provided in the Special Conditions: 4.3.1.1. The County and the Procurement Officer shall not be responsible for the accuracy or completeness of any such information or data; and, 4.3.1.2. The Contractor shall have full responsibility for determining the existence of all Underground Facilities, for reviewing and checking for all such information and data, for locating all Underground Facilities shown or indicated in the Contract Documents, for coordination of the Work with the owners of such Underground Facilities during construction, for the safety and protection thereof as provided in paragraph 6.20 and for repairing any damage thereto resulting from the Work, the cost of all of which will be considered as having been included in the Contract Price. 4.3.2. NOT SHOWN OR INDICATED: If an Underground Facility is uncovered or revealed at or contiguous to the site which was not shown or indicated in the Contract Documents and which Contractor could not reasonably have foreseen, Contractor shall, promptly after becoming aware thereof and before performing any Work affected thereby (except in an emergency as permitted by paragraph 6.17.1), identify the owner of such Underground Facility and give written notice thereof to that owner and to the County and the Procurement Officer. The Procurement Officer will promptly review the Underground Facility to determine the extent to which the Contract Documents should be modified to reflect and document the consequences of the existence of the Underground Facility, and the Contract Documents will be amended or supplemented to the extent necessary. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility as provided in paragraph 6.16.1. The Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both, to the extent that they are attributable to the existence of any Underground Facility that was not shown or indicated in the Contract Documents and of which the Contractor could not reasonably have been expected to be aware of such Underground Facility and subject to acceptance and approval by the Procurement Officer. 4.4 Reference Points: The County shall provide engineering surveys to establish reference points for construction which in the Procurement Officer's judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and shall make no changes or re-locations 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 Restoration of Property and Landscape: 4.5.1. The Contractor shall be responsible for the preservation of all public and private property and shall protect carefully from disturbance or damage all land and property and shall protect carefully from disturbance or damage all land and monuments and property marks until the Procurement Officer has witnessed or otherwise referenced their location and shall not remove them until directed. 4.5.2. The Contractor shall be responsible for all damage or injury to property of any character, during the prosecution of the Work, resulting from any act, omission, neglect, or misconduct in his manner or method of executing the Work, or at any time due to defective Work or materials, and said responsibility shall not be released until the project shall have been completed and accepted. 4.5.3. When or where any direct or indirect damage or injury is done to public or private property by or on account of any act, omission, neglect, or misconduct by the Contractor in the execution of the Work, or in consequence of the non-execution thereof by the Contractor, he shall restore, at his own expense, such property to a condition similar or equal to that existing before such damage or injury was done, by repairing, rebuilding, or otherwise restoring as may be directed, or he shall make good such damage or injury in an acceptable manner. 29 4.5.4. State Highway 82, State Highway 133 and the County roads within the County are viewed by the County as a cormnunity asset. The County, therefore, desires to save all vegetation and other environmental features except for those which have been specifically identified for removal in the Contract Documents. 4.5.5. Materials storage, equipment pa~king, vehicle parking and stockpiling excavated materials shall be allowed only in those areas designated by the Procurement Officer. 4.5.6. Specific areas of vegetation and other environmental features to be protected shall be staked, fenced, or otherwise marked in the field by the Procurement Officer. However, the fact that areas of vegetation and other environmental features are not marked shall not necessarily mean that those items are expendable. The Contractor shall perform all his activities in such a manner that the least environmental damage shall result. Any questionable areas or items shall be brought to the attention of the Procurement Officer for approval prior to removal or any damage activity. Damage or destruction of unmarked trees or shrubs which could reasonably have been saved shall therefore be subject to the provisions these General Conditions. 4.5.7. If the fence, staking or marking is knocked down or destroyed by the Contractor, the Procurement Officer shall suspend the Work in whole or in part, until the fence or other protection is repaired to the Procurement Officer's satisfaction at the Contractor's expense. Time lost due to such suspension shall not be considered a basis for adjustment of Contract Time or for compensation to the Contractor. 4.5.8. If the Contractor disturbs any of the landscape not called for removal, he/she shall restore those areas as directed by the Procurement Officer at the Contractor's expense. 4.5.9. The County may require that the Contractor replant an area that is damaged. The Work shall be done as directed by the Procurement Officer. If the Contractor is deemed to be responsible, then the replanting shall be done by the Contractor at his/her expense. If the County is responsible, the costs will be reimbursed on a minor contract revisions (MCR) basis unless existing cost proposal covers the Work. 4.5.10. With respect to replacement of trees and shrubs that have been damaged or destroyed, the following conditions shall apply: 4.5.10.1. Trees or shrubs of replaceable size shall be replaced by the Contractor at his/her expense. If he/she falls to do so within a reasonable length of time as determined by the Procurement Officer and prior to the end of the contract time, the replacement value of the trees or shrubs will be deducted from any money due to the Contractor. These values shall be based upon averages derived from current prices of nurseries growing the plants, plus the cost for planting and a guarantee for the first growing season. 4.5.10.2. When trees or shrubs beyond replaceable size have been damaged or destroyed, the value of such trees or shrubs shall be calculated as per square yard of surface area measured at the ground level. 3O 4.5.10.3. Any deduction assessed as liquidated damages under this Section shall not relieve the Contractor from liability for any damages or costs resulting from delays to the County, traveling public or other contractors. 4.6 Hazardous Materials 4.6.1. Prior to commencement of any Work and as a condition precedent to payment by the County of any costs for it, the Contractor shall at no additional cost to the County conduct tests the Contractor deems necessary to determine the existence of Hazardous Materials by appropriately licensed Subcontractors or entities. The County shall reimburse the Contractor for the invoice costs of the tests, only in the event that the Contractor furnishes the County with certified test data and results which confirm the existence of Hazardous Materials. 4.6.2. If Hazardous Materials are discovered on or under real property which is owned by the County before the date of Substantial Completion and Acceptance in accordance with Article 14 herein, which property is within the Project boundaries, and are not present under the circumstances described in section 4.6.3, the County shall, upon the request of the Contractor, and subject to budget and appropriation, determine and obtain the appropriate disposition of the Hazardous Materials under applicable Laws and Regulations, and make such equitable adjustment in the Contract as is feasible and appropriate in the circumstances. 4.6.3. If Hazardous Materials are present on or under the real property within Project boundaries as a result of any discharge, dumping or spilling on the Project property during the term of the Contract by any party, including the Contractor, other than an agency of the executive branch of State or Federal Government, the Contractor shall at the Contractor's sole cost and expense, cause any such Hazardous Materials to be encapsulated, treated or removed from the Project property and transported for final disposal in accordance with all applicable Laws and Regulations, and shall cause the Project property to be restored to its condition existing prior to such removal (except for the absence of the Hazardous Materials), including, to the extent required, any grading and reinforcement necessary to restore the weight-bearing capacity of the Project property prior to such event. 4.6.4. The County shall not be responsible for the cost of and the removal or clean-up of Hazardous Materials found in any materials brought to the Project Site, after the Project Site is turned over to the Contractor. 4.6.5. The Contractor shall provide the Procurement Officer with a written certification each time materials or equipment is brought onto the Work site that such materials or equipment do not contain Hazardous Materials. 4.6.6. The Contractor and the County shall cooperate with each other in the prosecution of any claim against or defense of any claims made by third parties in connection with Hazardous Materials present on the Project property or contiguous properties owed or controlled by the County. 4.7 Contractor's Representations By executing the Contract, the Contractor represents that he/she has visited the site, familiarized him/herself with the local conditions under which the Work is to be performed (including weather conditions which can be expected), and correlated his observations with the requirements of the Contract Documents. ARTICLE 5 - BONDS, INDEMNIFICATION, AND INSURANCE 5.1 Performance, Payment, and Maintenance Bonds: 5.1.1. Contractor shall furnish performance, payment, bid and/or maintenance Bonds, each in an amount specified in the Request for Proposals as security for the faithful performance and payment of all the Contractor's obligations under the Contract Documents. These Bonds shall remain in effect until the job is advertised and closed except for any required Maintenance Bond which shall remain in full force and effect for two (2) Years from the date of project closure, except as otherwise provided by the Contract Documents. The Contractor shall also furnish such other Bonds as are required by the Special Conditions. All Bonds shall be in the forms prescribed by Law or Regulation or by the Contract Documents and be executed by such sureties as are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All Bonds signed by an agent must be accompanied by a certified copy of the authority to act. 5.1.2. If the surety on any Bond furnished by Contractor is declared a bankrupt or becomes insolvent or its right to do business is terminated in any state or it ceases to meet the requirements of paragraph 5.1, Contractor shall within five days thereafter substitute another Bond and Surety, both of which must be acceptable to the County. 5.2 Indemnification: The Contractor agrees to indemnify and hold harmless the County as set forth in the County's Required Clauses, paragraph 6. 5.3 Contractor's Insurance: 5.3.1. The Contractor agrees to procure and maintain, at its own expense, a policy or policies of insurance as specified in paragraph 7 of the Required Clauses. 5.3.2. Contractor shall cause any Subcontractor of the Contractor to procure and maintain, the minimum insurance coverages listed in the Required Clauses, paragraph 7. ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES 6.1 General Responsibilities: 6.1.1. The Contractor shall perform all of the Work in conformance with the Contract Documents. 6.1.2. The Contractor covenants and warrants that it shall be responsible for performing the Work, and that it shall do or cause to be done the Work and services as required in the Contract Documents and any additional, collateral, and incidental Work and services as may be necessary in order to complete the Project in accordance with the requirements of the Contract Documents, shall be responsible for providing completed Work which meets the results required by the Contract Documents, and shall achieve Substantial Completion by the Contract Time. 6.1.3. Construction services shall be performed in accordance with those professional standards listed in the Request for Proposals for quality and scope and shall be performed by the entities and persons, Subcontractors and specific personnel identified in the Contractor's Proposal in accordance with their respective degrees of participation provided and represented to County. Other construction services shall be performed by qualified construction Subcontractors and Suppliers, selected and paid by the Contractor. Nothing contained in the Contract Documents shall be construed to create any obligation or contractual liability running from the County to any of these persons or entities. 6.2 Supervision and Superintendence: 6.2.1. The Contractor shall supervise and direct the Work competently and efficiently devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. The Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract Documents. 6.2.2. The Contractor shall keep on the Work at all times during its progress a competent resident superintendent, who shall not be replaced without written notice to the County and the Procurement Officer except under extraordinary circumstances. The superintendent will be the Contractor's representative at the site and shall have authority to act on behalf of the Contractor. All communications given to the superintendent shall be as binding as if given to the Contractor. 6.3 Labor, Materials, and Equipment: 6.3.1. The Contractor shall provide competent, suitably qualified personnel to survey and lay out the Work and perform construction as required by the Contract Documents. The Contractor shall at all times maintain good discipline and order at the site. Except in connection with the safety or protection of persons or the work or property at the site or adjacent thereto, and except as otherwise indicated in the Contract Documents, all Work at the site shall be performed during regular working hours, and the Contractor will not permit overtime work or the performance of Work on Saturday, Sunday or any legal holiday without the County's written consent given after prior written notice to the Procurement Officer. 6.3.2. Unless otherwise specified in the County's Contract Documents, the Contractor shall furnish and assume full responsibility for all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities and all other facilities and incidentals necessary for the furnishing, performance, testing, start-up and completion of the Work. 6.3.3. All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Documents. If required by the Procurement Officer, the Contractor shall furnish satisfactory evidence (including reports of required tests) as to the kind and quality of materials and equipment. All materials and equipment shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable Supplier except as otherwise provided in the Contract Documents; but no provision of any such 33 instructions will be effective to assign to the Procurement Officer, or any of the Procurement Officer's consultants, agents or employees, any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the provisions of paragraph 9.10.1. or 9.10.2. 6.4. - 6.6. Reserved 6. 7. Work Schedule: The Contractor shall submit to the Procurement Officer for acceptance such schedule of work progress reports, estimates, records, and other data as the County may require concerning work performed or to be performed. 6.8 Substitutes of "Or-Equal" Items: 6.8.1. Whenever materials or equipment are specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier the naming of the item is intended to establish the type, function and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or equipment of other Suppliers may be accepted by the Procurement Officer if sufficient information is submitted by the Contractor to allow the Procurement Officer to determine that the material or equipment proposed is equivalent or equal to that named. The Procurement Officer will include the following as supplemented in the General Requirements. Requests for review of substitute items of material and equipment will not be accepted by the Procurement Officer from anyone other than the Contractor. If the Contractor wishes to furnish or use a substitute item of material or equipment, the Contractor shall make written application to the Procurement Officer for acceptance thereof, certifying that the proposed substitute will perform adequately the functions and achieve the results called for by the general design, be similar and of equal substance to that specified and be suited to the same use as that specified. The application will state that the evaluation and acceptance of the proposed substitute will not prejudice the Contractor's achievement of Substantial Completion on time, whether or not acceptance of the substitute for use in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with the County for work on the Project) to adapt the design to the proposed substitute and whether or not incorporation or use of the substitute in connection with the Work is subject to payment of any license fee or royalty. All variations of the proposed substitute from that specified will be identified in the application and available maintenance, repair and replacement service will be indicated. The application will also contain an itemized estimate of all costs that will result directly or indirectly from acceptance of such substitute, including costs of redesign and claims of other contractors affected by the resulting change, all of which shall be considered by Procurement Officer in evaluating the proposed substitute. The Procurement Officer may require the Contractor to furnish at Contractor's expense additional data about the proposed substitute. 6.8.2. If a specific means, method, technique, sequence or procedure of construction is indicated in or required by the Contract Documents, the Contractor may furnish or utilize a substitute means, method, sequence, technique or procedure of construction acceptable to the Procurement Officer. The procedure for review by the Procurement Officer shall be similar to that provided in paragraph 6.8.1. 34 6.8.3. The Procurement Officer will be allowed a reasonable time within which to evaluate each proposed substitute. The Procurement Officer will be the sole judge of acceptability, and no substitute will be ordered, installed or utilized without the Procurement Officer's prior written acceptance which will be evidenced by an approved Shop Drawing. The County may require the Contractor to furnish at the Contractor's expense a special performance guarantee or other surety with respect to any substitute. The Procurement Officer will record time required by the Procurement Officer and the Procurement Officer's consultants in evaluating substitutions proposed by the Contractor and in making changes in the Contract Documents occasioned thereby. Whether or not the Procurement Officer accepts a proposed substitute, the Contractor shall reimburse the County for the charges of the Procurement Officer and the Procurement Officer's consultants for evaluating each proposed substitute. 6.9 Subcontractors, Suppliers and Others: 6.9.1. The Contractor shall not employ any Subcontractor, Supplier or other person or organization (including those acceptable to the County and the Procurement Officer as indicated in paragraph 6.9.2), whether initially or as a substitute, against whom the County or the Procurement Officer may have reasonable objection. 6.9.2. If the Contract Documents require the identity of certain Subcontractors, Suppliers or other persons or organizations including those who are to furnish the principal items of materials and equipment to be submitted to the County in advance of the specified date prior to the Effective Date of the Agreement for acceptance by the County and the Procurement Officer and if the Contractor has submitted a list thereof in accordance with the Contract Documents, the County's or the Procurement Officer's acceptance (either in writing or by falling to make written objection thereto by the date indicated for acceptance or objection in the proposal documents or the Contract Documents) of any such Subcontractor, Supplier or other person or organization so identified may be revoked on the basis of reasonable objection after due investigation, in which case the Contractor shall submit an acceptable substitute, the Contract Price will be increased by the difference in the cost occasioned by such substitution and an appropriate Written Notice of Amendment signed. No acceptance by the County or the Procurement Officer of any such Subcontractor, Supplier or other person or organization shall constitute a waiver of any right of the County or the Procurement Officer to reject Defective Work. 6.9.3. The Contractor shall be fully responsible to the County and the Procurement Officer for all acts and omissions of the Subcontractors, Suppliers and other persons and organizations performing or furnishing any of the Work under a direct or indirect contract with Contractor just as Contractor is responsible for Contractor's own acts and omissions. Nothing in the Contract Documents shall create any contractual relationship between the County or the Procurement Officer and any such Subcontractor, Supplier or other person or organization, nor shall it create any obligation on the part of the County or the Procurement Officer to pay or to see to the payment of any moneys due any such Subcontractor, Supplier or other person or organization except as may otherwise be required by Laws and Regulations. 6.9.4. The divisions and sections of the Specifications and the identifications of any Drawings shall not control the Contractor in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any specific trade. 35 6.9.5. All Work performed for Contractor by a Subcontractor will be pursuant to an appropriate agreement between the Contractor and the Subcontractor which specifically binds the Subcontractor to the Applicable terms and conditions of the Contract Documents for the benefit of the County and the Procurement Officer. 6.10 Patent Fees and Royalties: The Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product or device which is the subject of patent rights or copyrights held by others. Contractor shall indemnify and hold harmless the County and the Procurement Officer and anyone directly or indirectly employed by either of them from and against all claims, damages, losses and expenses (including attorney's fees and court costs) arising out of any infringement of patent rights or copyrights incidental to the use in the performance of the Work or resulting from the product or device not specified in the Contract Documents, and shall defend all such claims in connection with any alleged infringement of such rights. 6.11 Permits: Unless otherwise provided in the Special Conditions, the Contractor shall obtain and pay for all constmction permits and licenses. The County shall assist the Contractor, when necessary, in obtaining such permits and licenses. The Contractor shall pay all governmental charges and inspection fees necessary for the prosecution of the Work. The Contractor shall pay all charges of utilities for connections to the Work, and the County shall pay all charges of such utility owners for capital costs related thereto such as plant investment fees. 6.12 Laws and Regulations: 6.12.1. The Contractor shall be familiar with and shall comply with all federal, state, and local laws, ordinances, rules, and regulations applicable to furnishing and performance of the Work including rules, regulations, and ordinances the County promulgates at any time. Except where otherwise expressly required by applicable laws and regulations, neither the County nor the Procurement Officer shall be responsible for monitoring the Contractor's compliance with any Laws or Regulations. 6.12.2. If the Contractor observes that the Specifications or Drawings are at variance with any Laws or Regulations, the Contractor shall give the Procurement Officer prompt written notice thereof, and any necessary changes will be authorized by one of the methods indicated in paragraph 3.4. If the Contractor performs any Work knowing or having reason to know that it is contrary to Laws or Regulations, and without such notice to the Procurement Officer, the Contractor shall bear all costs arising therefrom. 6.13 Taxes: The Contractor shall pay all existing and future applicable federal, state and local sales, consumer, use and other similar taxes whether direct or indirect. Federal excise tax may not apply to materials purchased by the County. The Contract Price shall include all other federal, state, and/or local direct or indirect taxes which do apply. The Contract Price shall include the cost of compliance with all other Federal Laws and Regulations at no additional cost to the County (except as provided in the Contract Documents). The Contractor shall not be reimbursed 36 separately for any taxes which may apply except ,as provided in the Contract Documents and the Contractor shall be responsible for all taxes which may apply. The County is tax exempt from Federal Excise Tax and Colorado state or local sales or use taxes as stated in paragraph 8 of the Required Clauses. The Contractor and its Subcontractors shall apply to the Colorado Department of Revenue for a Certificate of Exemption indicating that the Contractor or Subcontractor's purchase of construction material or building materials is for use in a building, structure, or other public work owned and used by the County. 6.14 Use of Premises: 6.14.1. The Contractor shall confine construction equipment, the storage of materials and equipment and the operations of workers to the Project site and land and areas permitted by the Contract Documents, law, ordinances, and permits. The Contractor shall assume full responsibility for any damage to any such land or area, or to the County or occupant thereof or of any land or areas contiguous thereto, resulting from the performance of the Work. Should any claim be made against the County or the Procurement Officer by any such owner or occupant because of the performance of the Work, Contractor shall promptly settle with such other party by agreement or otherwise resolve the claim by law. The Contractor shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold the County and the Procurement Officer harmless from and against all claims, damages, losses and expenses (including, but not limited to, fees of engineers, architects, attorneys and other professionals and court costs) arising directly, indirectly or consequentially out of any action, legal or equitable, brought by any such other party against the County or the Procurement Officer to the extent based on a claim arising out of the Contractor's performance of the Work. 6.14.2. During the progress of the Work, the Contractor shall keep the premises free from accumulations of waste materials, rubbish and other debris resulting from the Work. At the completion of the Work, the Contractor shall remove all waste materials, rubbish and debris from and about the premises as well as all tools, appliances, construction equipment and machinery, temporary structures, stumps or portions of trees, and surplus materials, and shall leave the site clean and ready for occupancy by the County. The Contractor shall restore to original condition all property not designated for alteration by the Contract Documents. 6.14.3. The Contractor shall not load or permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall the Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.15 Record Documents: The Contractor shall maintain in a safe place at the site one record copy of all Drawings, Specifications, Addenda, Written Amendments, Change Orders, Work Directive Changes, Field Orders and written interpretations and clarifications in good order and annotated and updated weekly to show all changes made during construction. These record documents together with all approved samples will be available to the Procurement Officer for reference. Upon completion of the Work, these record documents and samples will be delivered to the Procurement Officer for the County. 6.16 Safety and Protection: 6.16.1.The Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. The Contractor shall take ail necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 6.16.1.1. All employees in the Work Area and other persons and organizations who may be affected thereby; 6.16.1.2. All the Work and materials and equipment to be incorporated therein, whether in storage on or off the site; and 6.16.1.3. Other property at the site or adjacent thereto, including trees, shrubs, lawns, waiks, pavements, road-ways, structures, utilities and Underground Facilities not designated for removal, relocation or replacement in the course of construction. The Contractor shall be required to assume sole and complete responsibility for job site conditions during the course of construction of the Project, including the safety of all persons who may enter on the job site for any reason and the security of ail property located on the job site. This requirement shail apply at ail times during the courses of the contract and not only to normai work hours. 6.16.2. The Contractor shail comply with all applicable laws, ordinances, rules, regulations, and orders of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain ail necessary safeguards for such safety and protection. The Contractor shall notify owners of adjacent property and of Underground Facilities and utility owners when prosecution of the Work may affect them, and shail cooperate with them in the protection, removal, relocation and replacement of their property. All damage, injury or loss to any property referred to in paragraph 6.16.1.2 or 6.16.1.3 caused, directly or indirectly, in whole or in part, by the Contractor, any Subcontractor, Supplier or any other person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, shall be remedied by the Contractor. The Contractor's duties and responsibilities for the safety and protection of the Work shail continue until such time as all the Work is completed and the Procurement Officer has issued a notice to the County and the Contractor in accordance with Section 14.5 that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion). 6.16.3. The Contractor shall designate a responsible person at the site whose duty shall be the prevention of accidents in the confined spaces. This person shall be the Contractor's superintendent unless otherwise designated in writing by Contractor or County. 6.16.4. Contractor has the affirmative duty of ensuring compliance with all Occupational Safety and Health Administration (OSHA) regulations, of designating a representative who is a competent person for purposes of identifying existing or predictable hazards at the site, of providing required safety instruction for Contractor's Subcontractors and employees, and of immediately taking precautionary measures when necessary and remedying all identified OSHA violations. Daily, and other, inspections of the work site, including excavations, adjacent areas 38 and protective systems, shall be the sole responsibility of Contractor. Contractor's obligation to indemnify County specified in the Required Clauses shall include failure of Contractor to effect full compliance with OSHA regulations. 6.16.5. The Contractor shall at ail times conduct the Work in such manner as will incur the least practicable interference with traffic and existing utility systems. No section of any road shall be closed to the public, nor any utility system put out of service except after permission has been granted by the Engineer. Each item of Work shall be prosecuted to completion without delay and in no instance will the Contractor be permitted to transfer its forces from uncompleted Work to new Work without prior written notification of the Contractor to the Engineer. The Contractor shall not open up Work to the prejudice of Work already started. Unless the Contract Documents specifically provide for the closing to traffic of any local road or highway while construction is in progress, such road or highway shall be kept open to all traffic by the Contractor. The Contractor shall also provide and maintain in a safe condition temporary approaches, crossings, or intersections with roads and highways. The Contractor shall bear all expense of maintaining traffic over the section of road affected by the Work to be done under this Contract, and of constructing and maintaining such approaches, crossing, intersections and any necessary features without direct compensation, except as otherwise provided. The Contractor shall not close any road to the public except by express permission of the appropriate engineering authority. When the road under construction is being used by the traveling public, special attention shall be paid to keeping the subgrade and surfacing in such condition that the public can travel over same in comfort and safety. The Contractor shall cooperate with the appropriate officials in the regulation of traffic. If the Contractor constructs temporary bridges or temporary stream crossings, its responsibility for accidents shall include the roadway approaches as well as the structures of such crossings. The Contractor shall provide, erect and maintain all necessary barricades, signs, danger signals and lights to protect the Work and the safety of the public. Contractor shall comply with the provisions of any and ail applicable Traffic Safety Manuals which may be published by a governmental entity having jurisdiction over the Project area. All barricades, signs and obstructions erected by the Contractor shall be illuminated at night and all devices for this purpose shall be kept burning from sunset to sunrise. The Contractor shall be held responsible for all damage to the Work due to failure of barricades, signs, lights and watchmen to protect it, and whenever evidence of such damage is found prior to acceptance, the Engineer may order the damage portion immediately removed and replaced by the Contractor without cost to the County if, in its opinion, such action is justified. The Contractor's responsibility for necessary barricades, signs, and lights shall not cease until the Project shall have been accepted. 6.17 Emergencies: In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto, the Contractor, without special instruction or authorization from the Procurement Officer or the County, is obligated to act to prevent threatened damage, injury or loss. The Contractor shall give the Procurement Officer prompt written notice if the Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If the Procurement Officer determines that a change in the Contract 39 Documents is required because of the action taken in response to an emergency, a written order will be issued to document the consequences of the changes or variations. 6.18 Shop Drawings and Samples: 6.18.1. After checking and verifying all field measurements and after complying with applicable procedures specified in the Contract Documents, the Contractor shall submit to the Procurement Officer for review and approval in accordance with the approved schedule of Shop Drawing submissions, three (3) copies (unless otherwise specified) of all Shop Drawings, which will bear a stamp or specific written indication that the Contractor has satisfied the Contractor's responsibilities under the Contract Documents with respect to the review of the submission. All submissions will be identified as the Procurement Officer may require. The data shown on the Shop Drawings will be complete with respect to quantities, dimensions, specified performance and design criteria, materials and similar data to enable the Procurement Officer to review the information as required. 6.18.2. The Contractor shall also submit to the Procurement Officer for review and approval with such promptness as to cause no delay in Work, all samples required by the Contract Documents. All samples will have been checked by and accompanied by a specific written indication that the Contractor has satisfied the Contractor's responsibilities under the Contract Documents with respect to the review of the submission and will be identified clearly as to material, Supplier, pertinent data such as catalog numbers and the use for which intended. 6.18.3. Before submission of each Shop Drawing or sample, the Contractor shall have determined and verified all quantities, dimensions, specified performance criteria, installation requirements, materials, catalog numbers and similar data with respect thereto; and reviewed or coordinated each Shop Drawing or sample with other Shop Drawings and samples and with the requirements of the Work and the Contract Documents. 6.18.4. At the time of each submission, the Contractor shall give the Procurement Officer specific written notice of each variation that the Shop Drawings or samples may have from the requirements of the Contract Documents, and, in addition, shall cause a specific notation to be made on each Shop Drawing submitted to the Procurement Officer 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 as required new samples for review and approval. The Contractor shall direct specific attention in writing to revisions other than the corrections called for by the Procurement Officer on previous submittals. 40 6.18.6. The Procurement Officer's review and approval of Shop Drawings or samples shall not relieve the Contractor from responsibility for any variation from the requirements of the Contract Documents unless the Contractor has in writing called the Procurement Officer's attention to each such variation at the time of submission as required by paragraph 6.18.4 and the Procurement Officer has given written approval of each such variation by a specific written notation thereof incorporated in or accompanying the Shop Drawing or sample approval; nor will any approval by the Procurement Officer relieve the Contractor from responsibility for errors or omissions in the Shop Drawings. 6.18.7. Where a Shop Drawing or sample is required by the Specifications, no related Work shall be commenced prior to the Procurement Officer's review and approval of the Shop Drawing or Samples. 6.18.8. The cost of fumishing all Shop Drawings and Samples shall be borne by Contractor. 6.19 Mechanics' Liens: 6.19.1. The Contractor covenants and agrees that, to the extent permitted by law, no claims or mechanics' liens against public funds (mechanic's liens) or claims of any kind, will be permitted to arise, be filed or maintained against the Project or any part of it, any interest in it or any improvements on it, against any moneys due or to become due from the County to the Contractor, for or on account of any work, labor, services, materials, equipment or other items performed or furnished for or in connection with the Project, and the Contractor for itself, its Subcontractors, laborers and material suppliers and employees does waive, release and relinquish these claims or liens and all rights to file or maintain these liens and agrees further that this waiver of liens and waiver of the right to file or maintain liens shall be independent covenant and shall apply also to work, labor, services performed, materials, equipment and other items furnished under any Change Order or supplemental agreement for extra or additional work in connection with the Project. The Contractor agrees to defend, indemnify, protect and save harmless the County from and against any and all claims or liens and actions brought or judgments rendered, and from and against any and all loss, damages, liability, costs and expenses, including legal fees and disbursements, which the County may sustain or incur in connection with the Project. 6.19.2. The Contractor also agrees as above for all of its Subcontractors, including but not limited to suppliers and employees. If any of the Contractor's Subcontractors, suppliers, employees or any other person directly or indirectly acting for, through or under its authority or any of them files or maintains a lien or claim as described above, the Contractor agrees to cause claims or liens to be satisfied, removed or discharged at its own expense by bond, payment or otherwise within thirty (30) consecutive calendar days from the date of the filing, and upon the Contractor's failure to do so the County shall have the right, in addition to all other rights and remedies provided under this Contract or by law, to cause the liens or claims to be satisfied, removed or discharged by whatever means the County chooses, at the entire cost and expense of the Contractor, the expense to include legal fees and disbursements. The Contractor shall give a copy of Claim Release form to all Subcontractors and suppliers and shall include these provisions in all written contracts with Subcontractors, or give written notice to all Subcontractors, suppliers or other persons having oral agreements with the Contractor. 41 6.19.3. The Contractor agrees that moneys received for the performance of this Contract shall be used first for payment due for labor, material, and services for the Project and taxes, and the moneys shall not be diverted to satisfy obligations of the Contractor on other accounts or contracts. The Contractor shall pay Subcontractors within ten (10) consecutive calendar days of receipt of a progress payment from the County. The Contractor shall furnish sworn affidavits in accordance with the form furnished by the County, which shall state that amounts due or to become due, amounts paid, and any other information necessary to indicate the financial condition of the Contractor, insofar as it relates to services, labor and material furnished, and to be furnished, under this Contract. The County may take steps it may deem necessary to protect itself against any claims. 6.20 Continuing the Work: The Contractor shall carry on the Work and adhere to the progress schedule during all disputes or disagreements with the County. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted herein or as the Contractor and the County may otherwise agree in writing. 6.21 Contractor Facilities: 6.21.1. All temporary contractor facilities shall be in accordance with regulations and codes governing such construction. The types of temporary construction facilities required for the Project may include, but are not necessarily limited to, the following: (a) job site office space, (b) construction water distribution, (c) temporary closures, (d) temporary heat, (e) hoists and temporary cranes, (f) temporary roads and paving, (g) construction aids and miscellaneous facilities, (h) temporary power distribution, (i) temporary lighting, (j) temporary toilet facilities. All operations of the Contractor, including storage of materials, upon the County's premises shall be confined to areas authorized or approved by County in writing. Temporary buildings, storage sheds, shops, offices, may be erected by the Contractor only with the written approval of the County and shall be built or provided with labor and materials furnished by the Contractor without expense to the County. Such temporary buildings and utilities shall remain the property of the Contractor and shall be removed by it at its expense upon completion of the Work. 6.21.2. Unless otherwise directed in the Supplementary Conditions, the Contractor will furnish and set construction stakes establishing all lines, grades, measurements necessary for the proper execution of the Work contracted for under these Specifications. The County will provide basis horizontal and vertical control. If construction surveys are provided by the County, the Contractor shall request that County provide engineering surveys and placement of construction stakes no less than 48 hours prior to the time such service is needed. The Contractor shall satisfy himself as to the accuracy of all measurements before constructing any permanent structure and shall not take advantage of any errors which may have been made in laying out the Work. The Contractor shall be held responsible for the proper preservation of all marks and stakes. Stakes provided by the County, which must be reset after initial placement, will be replaced at Contractor's expense at the current billable rate for a three-person survey crew unless the stakes were removed or destroyed by causes beyond the Contractor's control. Said cost may be deducted from any funds due the Contractor. 42 6.21.3. The Procurement Officer shall be authorized to inspect Work done and material furnished. Such observation may extend to any part of the Work and to preparation, fabrication, or manufacture of the materials to be used. The Procurement Officer is authorized to call the attention of the Contractor to any failure of the Work or materials to conform to the Contract Documents and shall have the authority to reject materials or suspend the Work not conforming to Contract Documents until any questions at issue can be referred to and decided by the County. If the Contractor refuses to suspend operations on verbal order, the Procurement Officer shall issue a written order giving the reason for shutting down the Work. After placing the order giving the reason for shutting down the Work in the hands of the person in charge, the Procurement Officer shall immediately leave the job. Work done during the absence of the Procurement Officer will not be accepted nor paid for. The Procurement Officer shall in no case act as foreman or perform other duties for the Contractor, nor interfere with the management of the Work by the latter. Any advice which the Procurement Officer may give the Contractor shall in no way be construed as releasing the Contractor from fulfilling all of the terms of the Contract Documents. ARTICLE 7 - OTHER WORK 7.1 Related Work at Site: 7.1.1. The County may perform other work related to the Project at the site by the County's own forces, have other work performed by utility owners or let other direct contracts therefor which shall contain General Conditions similar to these. The Contractor shall perform and coordinate his/her activities with other Contractors to avoid conflict and minimize disruptions. 7.1.2. The Contractor shall afford each utility owner and other contractor who is a party to such a direct contract (or the County if the County is performing the additional work with the County's employees) proper and safe access to the site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such work, and shall properly connect and coordinate the Work with theirs. The Contractor shall do all cutting, fitting and patching of the Work that may be required to make its several parts come together properly and integrate with such other work. The Contractor shall not endanger any work of others by cutting, excavating or otherwise altering their work and will only cut or alter their work with the written consent of Procurement Officer and the others whose work will be affected. The duties and responsibilities of Contractor under this paragraph are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of the Contractor in said direct contracts between the County and such utility owners and other contractors. 7.1.3. If any part of the Contractor's Work depends for proper execution or results upon the work of any such other contractor or utility owner (or the County), the Contractor shall inspect and promptly report to the Procurement Officer in writing any delays, defects or deficiencies in such work that render it unavailable or unsuitable for such proper execution and results. The Contractor's failure to report such conditions will constitute an acceptance of the other work as fit and proper for integration with the Contractor's Work except for latent or non- apparent defects and deficiencies in the other work. 43 7.2 Coordination: If the County contracts with others for the performance of other work on the Project at the site, the person or organization of the activities among the various prime contractors may be identified in the Special Conditions, and the specific matters to be covered by such authority and responsibility may be itemized, and the extent of such authority and responsibilities may be provided, in the Special Conditions. Unless otherwise provided in the Special Conditions, neither the County nor the Procurement Officer shall have any authority or responsibility in respect of such coordination. ARTICLE 8 - COUNTY'S RESPONSIBILITIES 8.1. The County shall issue all communications to the Contractor through the Procurement Officer or his/her designated person. 8.2. The County shall furnish the data required of the County under the Contract Documents promptly and shall make payments to the Contractor through processing of the monthly Progress Pay Estimate forms within 30 days from the cut-off date for a pay estimate form. 8.3. The County represents that an amount of money equal to the Contract Price has been duly appropriated in accordance with applicable law under a purchase order. The County shall not issue any Change Order or execute a Written Amendment requiring additional compensable work, which work causes the aggregate amount appropriated by the County, unless the Contractor is given a written assurance that lawful appropriations to cover the costs of the additional work shall be made. ARTICLE 9 - PROCUREMENT OFFICER'S STATUS DURING CONSTRUCTION 9.1 County's Representative: The Procurement Officer shall be the County's representative during the construction period unless County shall designate in writing another representative. The duties and responsibilities and the limitations of authority of the Procurement Officer as the County's representative during construction are set forth in the Contract Documents and shall not be extended without written consent of the County and the Procurement Officer. 9.2 Visits to Site: The Procurement Officer shall make visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality of the executed Work and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Procurement Officer shall make on-site inspections to observe the quality or quantity of the Work. The Procurement Officer's efforts will be directed toward providing for the County a greater degree of confidence that the completed Work will conform to the Contract Documents. On the basis of such visits and on-site observations, the Procurement Officer will keep the County informed of the progress of the Work and will endeavor to guard the County against defects and deficiencies in the Work. 9.3 Project Representation: 44 The County may furnish a Resident Project Representative to assist the Procurement Officer in observing the performance of the Work. The duties, responsibilities and limitations of authority of any such Resident Project Representative and assistants will be to ensure conformance of work with specifications provided in the Special Conditions. The duties, responsibilities, and limitations of authority of the resident Procurement Officer will be as provided in the Special Conditions. 9.4 Clarification and Interpretations: The Procurement Officer will issue with reasonable promptness such written clarifications or interpretations of the requirements of the Contract Documents (in the form of Drawings or otherwise) as the Procurement Officer may determine necessary, which shall be consistent with or reasonably inferable from the overall intent of the Contract Documents. If a written clarification or interpretation justifies an increase in the Contract Price or an extension of the Contract Time, the Contractor shall meet with the Procurement Officer and resolve the issue. All such requests or claims shall be submitted to the Procurement Officer. 9.5 Authorized Variations in Work and Minor Contract Revisions: The Procurement Officer may request or authorize minor variations in the Work from the requirements of the Contract Documents which do not involve an adjustment in the Contract Price or the Contract Time and are consistent with the overall intent of the Contract Documents. These may be accomplished by a written request or a field order and will be binding on the County, and also on the Contractor who shall perform the Work involved promptly. If the Contractor believes that a field order justifies an extension of the Contract Time and the parties are unable to agree as to the extent thereof, the Contractor may make a claim therefor as provided herein. 9.6 Rejecting Defective Work: The Procurement Officer will have authority to disapprove or reject Work which the Procurement Officer believes to be Defective, and will also have authority to require special inspection or testing of the Work as provided herein below, whether or not the Work is fabricated, installed or completed. 9.7. Shop Drawings, Change Orders and Payments: 9.7.1. In connection with the Procurement Officer's responsibility for Shop Drawings and samples, see paragraphs 6.19.1. through 6.20.1. inclusive. 9.7.2. In connection with the Procurement Officer's responsibilities as to Change Orders, see Article 10 and Article 11. 9.7.3. In connection with the Procurement Officer's responsibilities in respect of request for Payment, etc., see Article 14. 9.8 Decisions on Disputes: 9.8.1. The Procurement Officer will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes and other matters raised by Contractor relating to the acceptability of the Work or the interpretation of the requirements of the Contract Documents pertaining to the performance and furnishing of 4§ 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 of each such claim, dispute and other matter by the Contractor will be delivered to the Procurement Officer promptly (but in no event later than thirty days) after the occurrence of the event giving rise thereto, and written supporting data will be submitted to the Procurement Officer within sixty (60) days after such occurrence unless the Procurement Officer allows an additional period of time to ascertain more accurate data in support of the claim. 9.8.2. The rendering of a decision by the Procurement Officer pursuant to paragraph 9.8.1. with respect to any such claim, dispute or other matter shall be a condition precedent to any exercise by the Contractor of such rights or remedies as the Contractor may otherwise have under the Contract Documents or at law in respect of any such claim, dispute or other matter. The County shall not be bound by any initial interpretation by the Procurement Officer of the requirements of the Contract Documents, judgment on the acceptability of the Work thereunder, or formal decision made by the Procurement Officer in accordance with paragraph 9.8.1. 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 Pitkin County District Court in Pitldn County, Colorado. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Work and in accordance with the Procurement Officer's interpretation. 9.9 Reserved 9.10 Limitations on Procurement Officer's Responsibilities: 9.10.1. Neither the Procurement Officer's authority to act under this Article 9 or elsewhere in the Contract Documents nor any decision made by the Procurement Officer in good faith either to exercise or not exercise such authority shall give rise to any duty or responsibility of the Procurement Officer to the Contractor, any Subcontractor, any Supplier, or any other person or organization performing any of the Work, or to any surety for any of them. 9.10.2. Whenever in the Contract Documents the terms "as ordered", "as directed", "as required", "as allowed", "as approved" or terms of like effect or import are used, or the adjectives "reasonable", "suitable", "acceptable", "proper" or "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review or judgment of the Procurement Officer as to the Work, it is intended that such requirement, direction, review or judgment will be solely to evaluate the Work for compliance with the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective shall not be effective to assign to the Procurement Officer any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to the Contract Documents. ARTICLE 10 - CHANGES IN THE WORK 10.1 County Initiated Changes 46 10.1.1. The County may require, without notification to sureties, the Contractor to perform changes, additions or deletions to the Work at anytime after execution of the Contract without invalidating the Contract. Changes shall be accomplished as set forth in Section 3.2, above. 10.1.2. The Contractor shall promptly perform changes in the Work in accordance with applicable provisions of the Contract Documents, unless otherwise provided in a Change Order or Amendment to the Contract for Construction. 10.1.3. The following procedure shall be followed for the County notifying the Contractor of proposed County initiated changes. The Procurement Officer shall issue a notice informing the Contractor of a planned change in the Work and its scope, and requesting the Contractor's detailed price proposal. The Contractor, at no expense to the County, shall submit a priced proposal for performing the proposed change in the Work. The Contractor, within te_~n (10) consecutive calendar days after receiving the Notice of Change, or such longer time which the Procurement Officer in his/her discretion has granted, shall provide the Procurement Officer with a complete and itemized proposal which includes the estimated increase or decrease in the Contract Price and/or in the Contract Time attributable to the planned changes on the criteria and methods described in Article 11. The Contractor shall be responsible for delays to the Work and any additional costs incurred by the County caused by its failure to submit complete pricing information within the time provided above. The Contractor shall participate with the County in prompt joint analysis and negotiations to finalize a Change Order, if necessary. 10.2 Written Notice of Change 10.2.1. A Written Notice of Change may be used when: 10.2.1.1. The County determines that the Contractor must proceed immediately to perform a change in the Work in order to avoid an adverse impact on the schedule or other unchanged Work, and sufficient time is not available to negotiate an adjustment to the Contract Price or Contract Time; or 10.2.1.2. The County and Contractor have not completed their negotiation and reached agreement on all of the terms of a Change Order, but the County requires the Contractor to proceed without such agreement. 10.2.2. Upon receipt of a Written Notice of Change the Contractor shall promptly proceed with performing the change in the Work. Additionally, the Contractor shall comply with all the requirements of 10.3 of these General Conditions. 10.3 Change Order When the Contractor and the County reach agreement on the adjustments to the Contract Price and/or Contract Time, such agreements shall be promptly recorded in an executed Change Order. 10.4 Contractor Change Request 10.4.1. If the Contractor: (i) receives any oral or written instructions, directives or interpretations of Contract Documents, or determinations from the Procurement Officer or, (ii) identifies what it believes are design errors or omissions in the Contract Drawings or 47 Specifications, or (iii) encounters a differing site condition; or, (iv) is delayed in the progress of the Work; or, (v) becomes aware of any other matter or circumstance which it believes would require a change in the Contract Price or Contract Time, the Contractor shall give the Procurement Officer prompt written notice of such matters in a letter or notice denominated "Contractor Change Request". 10.4.2. All Contractor Change Requests shall be dated, numbered sequentially, and shall describe the action or event which the Contractor believes may require an extension in time or price. The Contractor shall also provide descriptions of possible Contractor actions or solutions to minimize the cost of the Contractor Change Request and, provide an estimate of the adjustment in the Contract Price and/or Contract Time which it believes is appropriate. 10.4.3. With respect to orders, instructions, directives, interpretations, determinations, or the discovery of any errors or omissions in the Contract Documents, a Contractor Change Request shall be submitted before the Contractor acts on them, but in no event more than ten (10) consecutive calendar days after they were received or discovered. 10.4.4. With respect to any differing site conditions, a Contractor Change Request shall be submitted before the conditions are disturbed, but in no event more than ten (10) consecutive calendar days after the conditions are first discovered. 10.4.5. With respect to delays, a Contractor Change Request shall be submitted as soon as the Contractor has knowledge of the delay, but in no event more than ten (10) consecutive calendar days therefrom. 10.4.6. With respect to any matters or circumstance which the Contractor believes would require a change, including delays, a Contractor Change Request shall be submitted as soon as the Contractor has knowledge of the matter or circumstance, but in no event more than ten (10) consecutive calendar days after the Contractor becomes aware of such circumstance or matter. 10.5 Down Time: The Contractor may be granted time extension for down time. No other compensation of any kind shall be made to the Contractor for down time. Equipment failure, lack of adequate labor or tools or materials to perform the Work shall not constitute down time. 10.6 Submittal Requirements and Waiver of Claims 10.6.1. If the Contractor does not submit a Contractor Change Request within the time required above, any action by the Contractor related to such order, direction, instruction, interpretation, determination, design error or omission, or other matter, including delays or differing site conditions, will not be considered by the County as a change to the Work and the Contractor waives any claim for an adjustment on the Contract Price or the Contract Time. 10.6.2. The Contractor shall, within ten (10) consecutive calendar days submit in detail, a Contractor Change Request, and provide the Procurement Officer a complete and itemized proposal which contains the information described in Article 11. The proposal shall also contain a detailed explanation, citing all applicable provisions in the Contract Documents, which supports the Contractor Change Request. If the Contractor does not submit its itemized proposal 48 within the time described above or within such extension which the Procurement Officer, in his/her discretion may have granted in writing, it waives any claim for an adjustment in the Contract Price or Contract Time arising out of the act or event described in the Contract Change Request. 10.6.3. If a Contractor Change Request is denied by the Procurement Officer, in whole or in part, any claim for an increase in the Contract Price or Contract Time arising out of the act or event described in the Contractor Change Request is waived unless the Contractor timely complies with the provisions of paragraphs 10.4.1. through 10.4.6. ARTICLE 11. CHANGE OF CONTRACT PRICE OR CONTRACT TIME IL1 Contract Price Adjustments. All adjustments to the Contract Price shall be determined by using one or more of the following methods: 11.1.1. A negotiated lump sum for work items that cannot be itemized. The Contractor shall promptly provide sufficient substantiating data, including calculations, measurements, cost records, production rates, equipment types and capacity, labor costs by craft and other information which the County may reasonably require the Contractor to produce in order to permit the County to evaluate the Contractor's lump sum change order proposals. In pricing this proposal, the Contractor shall include estimates of the type of costs described in Section 11.4 below. 11.1.2. Unit prices stated in the Contract Documents or subsequentiy agreed upon multiplied by final verified quantities of work performed; 11.1.3. Cost to be determined in a manner agreed upon by the parties which includes markups that do not exceed those set forth in Section 11.4 below. 11.1.4. Costs to be determined in the manner described in Section 11.3.1. 11.2 Contract Time Adjustments. 11.2.1. Any extension of the Contract Time must be requested in a Contractor Change Request which complies with all of the requirements of paragraphs 10.4.1 through 10.4.6. Failure to strictly comply with the timing and submittal requirements shall constitute a waiver of any request or claim. 11.2.2. If the Contractor is delayed at any time in the progress of the Work and such delay was caused, in whole or in part, by the act or omission of the County, or by changes ordered in the Work, pursuant to strikes, lockouts, fire, unusual delay by common carders, unavoidable casualties, or any other causes beyond the Contractor's control, then the Contract Time shall be extended by the County. Such extensions will be for a period of time as the County may in its discretion determine, provided however that such delay could not have been avoided by the exercise of due diligence by the Contractor and did not result from the acts or omissions of the Contractor and, provided further, that the Contractor has taken reasonable actions to mitigate or prevent further delays resulting from such causes. 11.2.3. If abnormal weather conditions are the basis for a claim for an extension of the Contract Time, such claim shall be documented on the Procurement Officer's Daily Construction Log forms substantiating that weather conditions were unusually severe for the period of time, and could not have been reasonably anticipated. Regardless of actual weather conditions, any day in which the Contractor is able to work sixty percent (60%) or more of its scheduled work force shall not be counted as an abnormal weather day for purposes of calculating weather related time extensions. 11.2.4. The Contractor agrees that delays resulting from any causes other than acts or omissions of the County, its employees, agents or officials shall be considered fully compensated by a time extension only and agrees to make no claim for monetary damages for such delays. In no event shall the Contractor be entitled to recover any delay costs caused by the acts or omissions of the Contractor, its employees or agents. 11.2.5. If the Contractor believes that it has suffered delays in performing the Work that are caused by acts or omissions of the County, the Contractor may submit a Contractor Change Request with detailed justifications acceptable to the Procurement Officer. Failure of the Contractor to comply with all requirements shall constitute a waiver of any claim for damages resulting from such delays. 11.3 Force Account Work. 11.3.1. In situations where the cost or time for performing a required change cannot be adequately defined or agreed upon but the changed Work must proceed, the County may direct the Contractor to perform the Work on a Equitable Adjustment basis. Adjustment shall be determined on the basis of reasonable expenditures and savings of those performing the change in the Work including, in case of an increase in the Contract Amount, an allowance for overhead and profit which shall not exceed the allowance described in 11.4.7 below. In such case, the Contractor shall keep and present, in such form as the County may prescribe, an itemized detailed accounting together with appropriate supporting data of all of the costs described in Section 11.4.1 through Section 11.4.4 which clearly distinguishes the cost of changed Work from base contract Work. Information which shall be required on these forms includes an itemization of all costs for labor, materials and equipment rental and total costs to date for force account work. The Contractor shall include hours worked, rates of pay, names and job classifications for all workers and size, type, identification number, rental rate and hours of operation for equipment. 11.3.2. Unless otherwise provided in the Contract Documents, costs for the purposes of Equitable Adjustment Work shall be itemized daily on forms provided by the Procurement Officer which are signed by the Contractor and the Procurement Officer. Such costs shall form the basis for determining the maximum amount to be paid the Contractor, but this amount may be reduced where necessary to take into account the cost of base contract Work, Work included in approved Change Orders, Work described in Work Directive Changes, idle time for workers and/or equipment when work could have been performed in other locations or the number of workers or amount of equipment provided exceeds the number or amount required to perform the Work, unsatisfactory Work or Work which may be performed concurrently with the changed Work and which cannot be easily segregated from the changed Work. The worker hours, equipment hours, and materials 50 installed shall be logged on the County's Dally Construction Log form for every day the Work is performed. 11.4 Contract Sum Determination In no event shall the charge or credit to the County associated with any change exceed the sum of the following: 11.4.1. Direct Labor. Actual net direct increase or decrease in the cost of the Contractor's labor for all work associated with the change. Contractor's labor shall be limited to Davis-Bacon Act work categories or other labor (including salaried field personnel) that perform the individual change in Work full-time. For shop work, the direct labor includes workers who work directly on the item being manufactured or operators of equipment being used to handle items being manufactured. 11.4.2. Labor Burden. Contractor's actual costs for Workers Compensation and Liability insurance, payroll taxes, social security and employees fringe benefits (including employer paid health insurance) imposed on the basis of payrolls. This burden must reflect the variability of some burdens, i.e., social security. The burden shall include all small tools which cost less than $200 apiece. 11.4.3. Direct Material, Supplies, Installed Equipment. Actual net direct cost of materials, supplies and equipment incorporated in or consumed by the Work. If actual costs are not available, the cost shall be the lowest commercially available price including all discounts and rebates and all applicable taxes. Cost shall be based on buying the material, supplies and equipment in the largest practical quantity to receive quantity discounts. 11.4.4. Equipment. Actual net cost to the Contractor of owned and/or rented equipment other than small tools, to be determined using the following method(s): 11.4.4.1. Owned equipment operating costs shall be determined using accepted industry standard forms and methods for "Owning and Operating Equipment" as described by the U.S. Army Corps of Engineers (COE) in its latest edition of the "Construction Equipment Ownership and Operating Expense Schedule, Region V" (Document No. EP 1110-1-8, Volume 5). 11.4.4.2. Rental equipment costs shall be determined using actual invoiced rates less all discounts for bare equipment rental. Operating costs will be determined based on rates in the above-cited C.O.E. manual. 11.4.4.3. Mobilization/demobilization costs will be paid if the equipment is mobilized exclusively for Work described in a change requested by the Procurement Officer or a Change Order. If the equipment is used on base contract work, no mobilization or demobilization cost will be paid. Mobilization/demobilization cost will be based on using the least expensive means to mobilize or demobilize. Equipment shall be obtained from the nearest available source. When the least expensive methods are used, then costs shown in the actual invoice will be the basis for pricing. 11.4.5. Bonds, Insurance, Permits and Taxes. Actual increases or decreases in the cost of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work. 11.4.6. Subcontract Costs. Net cost of subcontractor work at any tier, provided that the cost of the subcontractor is determined in accordance with the above requirements. When possible, the Contractor shall obtain quotes from two or more subcontractors. 11.4.7. Overhead and Profit. 11.4.7.1 Ten percent (10%) of the sum of Section 11.4.1 through Section 11.4.5 above, to cover a profit for Work performed by that Contractor or subcontractor. 11.4.7.2 Two pement (2%) of Section 11.4.6 above to cover Contractor's and subcontractor's overhead and profit for work performed by the Contractor or subcontractor. 11.4.7.3 Neither the Contractor nor any subcontractor, nor the County in the case of a credit, will attempt to apply these percentage adjustments in a way wtfich would pyramid either the cost or credit because a subcontractor or subcontractors at any tier are involved. 11.4.8. Totals as Equitable Adjustment. The Contractor agrees that the total of the above constitutes an equitable adjustment for any and all damages resulting from a change or due to delay or disruption caused by the County. The Contractor's choice of idling and Down Time shall not constitute a County's cause for delay or disruption. 11.5 Cost and Pricing Data 11.5.1. Certificate of Current Cost or Pricing Data. The Contractor shall submit a Certificate of Current Cost or Pricing Data with any agreed upon Contract Price adjustment, but prior to the execution of a Change Order for the work, in the following format: Certificate of Current Cost and Pricing Data This is to certify that, to the best of my knowledge and belief, the cost of pricing · data submitted in writing to the County in support of * are accurate, complete, and current as of ** and represent the best prices available from suppliers and subcontractors. This certification includes the cost of pricing data supporting any advance agreements and forward pricing rate agreements between the offer or and the County that are part of the proposal. Firm Name Title Date Signature Date * * * * Identify the appropriate number of the Change Notice. ** Date when pricing negotiations were concluded and price agreement was reached. *** Date of signing, which should be as close as practicable to the date when the price negotiations were concluded and price agreement reached. 11.5.2. Vendor Statements. The Contractor shall submit in support of all items which are not unit prices or lump sum prices established by the Contract, statements by the affected vendors that the prices are not in excess of those previously charged to the County or the supplier's regular commercial customers for the same items. 11.5.3. Price Reductions for Defective Costs or Pricing Data. If it is later determined that pricing adjustments to the Contract were not correct due to incomplete or inaccurate pricing data by the Contractor or any subcontractor or supplier or that lower prices were readily available, the price shall be reduced accordingly and the Contract modified by a Change Order. 11.6 Variation in Quantity of Unit Priced ltems Where the quantity of a unit-priced item in this Contract is an estimated quantity and the actual quantity of the unit-priced item varies more than twenty-five percent (25%) above or below the estimated quantity, an equitable adjustment in the Contract Price may be made by a written Change approved by the Contractor and the Procurement Officer. The equitable adjustment shall be based upon any increase or decrease in cost due solely to the variation above one hundred twenty-five percent (125%) or below seventy-five percent (75%) of the estimated quantity. The County at any time after the award of the Contract, may delete Proposal items, provided that the total of such deletions does not exceed 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. ARTICLE 12 - Reserved ARTICLE 13 - WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK 13.1 Warranty 13.1.1. The Contractor warrants and guarantees to the County that all Work, whether supplied, furnished, installed, provided, or performed by Contractor, a Subcontractor, or Supplier, will be in accordance with the Contract Documents and will not be Defective. All Defective Work, whether or not in place, must be rejected, corrected or accepted as provided in this Article 13. Work shall be performed in a skillful and workmanlike manner. Except where longer periods of warranty are indicated for certain items, Contractor warrants Work, whether furnished, installed, provided, performed or supplied by Contractor, a Subcontractor or Supplier, to be free from faulty materials and workmanship for a period of not less than m,o (2) Yea~:~ from date of Finai Payment, which (2) ~2,r~r.s period shall be covered by the Bonds as specified in the Contract Documents. Landscaping replacement shall be warranted for two (2) growing seasons. 13.1.2. The Contractor, at no additional expense to the County, shall remedy damage to equipment, the site, or the buildings or the contents thereof which is the result of any failure or defect in the Work, and restore any work damaged in fulfilling the requirements of the Contract Documents. 13.1.3. With respect to all warranties, express or implied, from Subcontractors, manufacturers, or Suppliers for Work performed and materials furnished under the Agreement, the Contractor shall: 13.1.3.1. Obtain all warranties that would be given in normal commercial practice. To the extent that the Subcontractor's, manufacturer's, or Supplier's, standard warranty exceeds the minimum County requirements as set forth in this Article or elsewhere in the Contract Documents, the Subcontractor's, manufacturer's, or Supplier's standard warranty shall apply. 13.1.3.2. Require all warranties to be executed, in writing, for the benefit of the County, if directed by the Procurement Officer; or 13.1.3.3. Procurement Officer. Enforce all warranties for the benefit of the County, if directed by the 13.1.3.4. request of the County. Assign all warranties and guarantees in writing to the County upon the 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 rifle, be free from faulty materials and workmanship, and shall conform in all aspects to the terms of the Contract Documents, to the drawings issued for manufacture by the Contractor, and shall be in conformance with the Technical Specifications and Contractor's Proposal (except in those instances where the Contractor's Proposal has been amended by subsequent Technical Specifications). Unless the warranty period is otherwise extended or modified, the following warranty shall apply. If within five (5) Years from the date each piece of equipment incorporated into the Work or any subsystem is accepted by the County, it appears that the equipment or any part thereof does not conform to the above warranty and guarantee provisions, and the County so notifies the Contractor within a reasonable time after its discovery, the Contractor shall thereupon promptly correct such nonconformity to the satisfaction of the County, at the Contractor's sole expense; failing which the County may reject the item and cover by purchasing substitute items or the County may proceed to make corrections or accomplish the Contractor's performance by the most expeditious means available, the cost of cover or correction shall be charged to the Contractor. 13.1.4.1. The preservation, packaging, packing, and marking, and the preparation for, and method of, shipment of such equipment shall conform with the requirements of the Contract Documents. 13.1.4.2. When return, corrections, or replacement is required, transportation charges and responsibility for the supplies and equipment while in transit shall be borne by the Contractor. 13.1.5. In addition to the foregoing, in the event that any single component in the Work experiences failures during the warranty period such that the number of failures under normal service conditions exceeds ten percent (10%) of the Work population of that component, the Contractor shall perform a design defects analysis. If the analysis shows the component design to be 54 defective, the component shall be redesigned, and the entire population of that component shall be replaced and/or retrofitted. 13.1.6. Whenever there is a conflict between the warranties required by the Contract Documents and the warranty provided by a Subcontractor, manufacturer or Supplier, the terms and conditions of the warranty that affords the County the greatest protection shall be binding upon the Contractor. 13.1.7. The above warranties or other warranties agreed to by Contractor shall not limit the County's rights under other provisions of this Article with respect to latent defects, gross mistakes, or fraud. 13.1.8. Neither the foregoing nor any provision in the Contract Documents, nor any special guarantee time limit, shall be held to limit the Contractor's liability for defects, to less than the legal limit of liability in accordance with the law of the place of building. 13.1.9. Any supplies or equipment, or parts thereof, corrected or furnished in replacement under this Article, shall also be subject to the terms of the warranty provisions herein to the same extent as supplies and equipment initially delivered. The warranty, with respect to supplies, equipment, or pans thereof, shall be equal in duration as if initially delivered and shall mn from the date of delivery of the corrected or replaced supply, or upon the date it is placed in service, whichever is later. 13.2 Access to Work: The Procurement Officer and the Procurement Officer's representatives, other representatives of the County, testing agencies and governmental agencies with jurisdictional interests shall have access to the Work, at any time for their observation, inspecting and testing. Contractor shall provide proper and safe conditions for such access. 13.3 Tests and lnspections: 13.3.1. The Contractor shall cooperate with material testing persons and finns, and for required inspections, and compliance and approval tests for the Work performed by the Contractor or his/her Subcontractor(s), and shall give the Procurement Officer timely Notice of Readiness of the Work for all required tests, inspections, or approvals. 13.3.2. If any laws, ordinances, roles, regulations, code or order of any public body having jurisdiction requires any Work (or pan thereof) to specifically be inspected, tested or approved, the Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish the Procurement Officer the required certificates of inspection, testing or approval. The Contractor shall also be responsible for and shall pay all costs in connection with any inspection or re-testing required in connection with the County's or the Procurement Officer's acceptance of a Supplier of materials or equipment proposed to be incorporated in the Work, or of materials or equipment submitted for approval prior to the Contractor's purchase thereof for incorporation in the Work. The cost of all inspections, testing, re-testing and approvals in addition to the above which are required by the Contract Documents shall be paid by the Contractor (unless otherwise specified). The County will conduct and pay for the conformance tests on materials installed in-place, and the Contractor shall pay for re-testing of all failing and non-conforming materials thereafter. 55 13.3.3. All inspections, tests or approvals other than those required by laws, ordinances, role, regulations, code, or order of any public body having jurisdiction shall be performed by organizations acceptable to the Procurement Officer. 13.3.4. If any Work (including the work of others) that is to be inspected, tested or approved is covered without written concurrence of the Procurement Officer, it must be uncovered for observation. Such uncovering and testing when required by the Procurement Officer shall be at the Contractor's expense. 13.3.5. Neither observations by the Procurement Officer nor inspections, tests or approvals by others shall relieve the Contractor from the Contractor's obligations to perform the Work in accordance with the Contract Documents. 13.4 Uncovering Work 13.4.1. If any Work is covered contrary to the written request of the Procurement Officer it must, if requested by the Procurement Officer, be uncovered for the Procurement Officer's observation and replaced at the Contractor's expense. 13.4.2. If the Procurement Officer considers it necessary or advisable that covered Work be observed by the Procurement Officer or inspected or tested by others, the Contractor, at the Procurement Officer's request, shall uncover, expose or otherwise make available for observation, inspection or testing as the Procurement Officer may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is Defective, the Contractor shall bear all direct, indirect and consequential costs of such uncovering, exposure, observation, inspection and testing and of satisfactory reconstruction, (including but not limited to fees and charges of engineers, architects, attorneys and other professionals), and the County shall be entitled to an appropriate decrease in the Contract Price. 13.5 County May Stop The Work If the Work is defective, or the Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to fumish or perform the Work in such a way that the completed Work will conform to the Contract Documents, the County may order the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of the County to stop the Work shall not give rise to any duty on the part of the County to exercise this right for the benefit of the Contractor or any other party. 13.6 Correction or Removal of Defective Work: If required by the Procurement Officer or the County, the Contractor shall promptly, as directed, either correct all Defective Work, whether or not fabricated, installed or completed, or, if the Work has been rejected by the Procurement Officer or the County, remove it from the site and replace it with non-defective Work. The Contractor shall bear all direct, indirect and consequential costs of such correction or removal (including but not limited to fees and charges of engineers, architects, attorneys and other professionals) made necessary thereby. 13.7 Correction Period: 56 If within two (2) Years after the date of Final Payment or such longer period of time as may be proscribed by laws or by the terms of any applicable special guarantee required by the Contract Documents or by any specific provision of the Contract Documents, any Work is found to be Defective, the Contractor shall promptly without cost to County and in accordance with County's written instructions, either correct such Defective Work, or, if it has been rejected by County, remove it from the site and replace it with non-defective Work. If the Contractor does not promptly (within seven (7) days for receipt) comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, the County may have the Defective Work corrected or the rejected Work removed and replaced, and all direct, indirect and consequential costs of such removal and replacement (including but not limited to fees and charges of engineers, architects, attorneys and other professionals) will be paid by the Contractor. Contractor shall also pay for any damage to other Work, other property, or person which occurred as a result of the Defective Work. 13.8 Acceptance of Defective Work: If, instead of requiring correction or removal and replacement of Defective Work, the County prefers to accept it, the County may do so. The Contractor shall bear all direct, indirect and consequential costs attributable to the County's evaluation of and determination to accept such Defective Work. All accepted defective Work shall be subject to significant price reduction acceptable to the County and the Procurement Officer. If acceptance occurs after final payment, an appropriate amount shall be paid by Contractor to County. 13.9 County May Correct Defective Work: If the Contractor falls within ten (10) consecutive calendar days after written notice of the Procurement Officer or the County to proceed to correct and to correct Defective Work or to remove and replace rejected Work as required by the Procurement Officer or the County in accordance with paragraph 13.6., or if the Contractor falls to perform the Work in accordance with the Contract Documents, or if the Contractor fails to comply with any other provision of the Contract Documents, the County may, after seven days' written notice to the Contractor, correct and remedy any such deficiency. In exercising the rights and remedies under this paragraph the County shall proceed expeditiously to the extent necessary to complete corrective and remedial action. The County may exclude the Contractor from all or pa~t of the site, take possession of all or part of the Work, and suspend the Contractor's services related thereto, take possession of the Contractor's tools, appliances, construction equipment and machinery at the site and incorporate in the Work all materials and equipment stored at the site or for which the County has paid the Contractor but which are stored elsewhere. The Contractor shall allow the County, the County's representatives, agents and employees such access to the site as may be necessary to enable the County to exercise the rights and remedies under this paragraph. All direct, indirect and consequential costs of the County in exercising such rights and remedies will be charged against the Contractor, and a Change Order will be issued by the County incorporating the necessary revisions in the Contract Price. Such direct, indirect and consequential costs will include but not be limited to fees and charges of engineers, architects, attorneys and other professionals, all court costs and all costs of repair and replacement of work of others destroyed or damaged by correction, removal or replacement of the Contractor's Defective Work. The Contractor shall not be allowed an extension of the Contract Time because of any delay in performance of the Work attributable to the exercise by the County of the County's rights and remedies hereunder. 13.10 Unauthorized Work: Work performed beyond the lines and grades on the Drawings or approved Design Documents, Construction Documents or Shop Drawings and extra work done without written authorization, will be considered as unauthorized work, and the Contractor will receive no compensation therefore. If required by the County, unauthorized work will be remedied, removed, or replaced by the Contractor at the Contractor's expense. ARTICLE 14 - CONSTRUCTION SCHEDULE, SCHEDULE OF VALUES, PAYMENTS TO CONTRACTORS AND COMPLETION 14.1 Schedules: 14.1.1. Within ten (10) days after issuance of the Notice to Proceed and at least ten (10) days prior to submitting the first application for a progress payment, the Contractor shall prepare and submit to the County the progress schedule listing all Work tasks required, duration of tasks, sequence of Work, and significant milestone events; a schedule for Shop Drawing submission; and a schedule of values. These schedules shall be satisfactory in form and substance to the County and the Engineer and shall employ the CPM or PERT method if so directed in the Supplementary Conditions. The progress schedule shall be an accurate reflection of the Work to be performed by Contractor. The progress schedule shall be subject to the review and concurrence of the County, but the County's concurrence shall not constitute any guarantee or warranty by the County that the Work can be performed as scheduled. Notwithstanding the County's review and concurrence of the progress schedule, Contractor shall be paid only according to its completion of the schedule of values, as set forth herein, and not according to the progress schedule. The Contractor shall revise the progress schedule if so requested by the County. 14.1.2. The schedule of values shall indicate quantities and unit prices aggregating the Agreement Price and shall subdivide the Work into component parts in sufficient detail to serve as the basis for progress payments during construction. Upon acceptance of the schedule of values by Procurement Officer and the County, the schedule shall be incorporated into the form for Application for Partial Payment and such form shall be subject to Procurement Officer's and the County's reasonable approval. The Contractor shall revise the schedule of values if requested by the County. The Contractor may include on its Application for Partial Payment, payment for materials stored at the construction site, provided that title to such materials will pass to the County at the time of payment free and clear of all claims, security interests, and encumbrances. 14.2 Application for Progress Payments 14.2.1 At least ten (10) days before each progress payment falls due (but not more often than once a month), Contractor shall submit to the Procurement Officer for review an Application for Partial Payment completed and signed by Contractor covering the Work completed as of the date of the Application and accompanied by such supporting documentation as is required by the Contract Documents and also as Procurement Officer may reasonably require. Each subsequent Application for Partial Payment shall include an affidavit of Contractor stating that all previous progress payments received on account of the Work have been applied to discharge in full all of Contractor's obligations reflected in prior Applications for Partial Payment. The amount of retalnage with respect to progress payments will be as stipulated in the Agreement. 14.2.2 The determination of quantities of Work acceptably completed under the terms of the Contract Documents will be made by the Procurement Officer and based on measurements taken by him or his assistants. These measurements will be taken according to the United States standard measure. All surface and linear measurements will be taken horizontally unless otherwise shown on Plans or specified. Structures shall be measured as shown on the Plans. When base course, topsoil, surface course, or any materials are measured by the cubic yard in the vehicle, such measurement shall be taken at the point of delivery. The capacity of all vehicles shall be plainly marked on said vehicle and the capacity or marking shall not be changed without pemaission of the Procurement Officer. The Procurement Officer may require all vehicles to have uniform capacity. 14.2.3 No progress payment except final payment will be made for a sum of less than $1,000.00. The estimates will be approximate only, and all partial or monthly estimates and payments shall be subject to correction in the estimate rendered following discovery of an error in any previous estimates. Should any defective Work or material be discovered, or should a reasonable doubt arise as to the integrity of any part of the Work completed previous to the final payment, there will be deducted from the first estimate rendered after the discovery of such Work an mount equal in value to the defective or questioned Work, and this Work will not be included in a subsequent estimate until the defects have been remedied or the causes for doubt removed. 14.3 Contractor's Warranty of I~tle Contractor warrants and guarantees that title to all Work, materials and equipment covered by any Application for Payment, whether incorporated in the Project or not, will pass to County at the time of payment free and clear of all claims, security interests and encumbrances (hereafter in these General Conditions referred to as "Claims"). 14.4 Review of Applications for Progress Payment 14.4.1. Procurement Officer will, within ten (10) days after receipt of each Application for Partial Payment either indicate in writing a recommendation of payment and present the Application to County, or return the Application to Contractor indicating in writing Procurement Officer's reasons for refusing to recommend payment. In later cases, Contractor may make the necessary corrections and resubmit the Application. The County shall pay Contractor within forty-five (45) days of County's approval of the Application for Partial Payment. 14.4.2. Procurement Officer's recormnendation of any payment requested in an Application for Partial Payment will constitute a representation by Procurement Officer to County, based on Procurement Officer's on-site observations of the Work in progress as an experienced and qualified design professional and on Procurement Officer's review of the Application for Partial Payment and the accompanying data and schedules, that the Work has progressed to the point indicated, and that, to the best of Procurement Officer's knowledge, information, and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning Project upon substantial Completion, to the results of any subsequent tests called for in the Contract Documents and any qualifications stated in the recommendation). However, by recommending any such payment Procurement Officer will not thereby be deemed to have represented that exhaustive or continuous on-site inspections have been made to check the quality or the quantity of the Work, or that the means, methods, techniques, sequences, and procedures of construction have been reviewed or that any examination has been made to ascertain how or for what purpose Procurement Officer has used the moneys paid or to be paid to Contractor on account of the Agreement Price, or that title to any Work, materials or equipment has passed to County free and clear of any Claims. 14.4.3. Procurement Officer may refuse to recommend, and the County may refuse to pay, the whole or any part of any payment, if, in their opinion, it would be incorrect to make such payment. They may also refuse to recommend to make any such payment, or because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any such payment previously recommended, to such extent as may be necessary in Procurement Officer's or County's opinion to protect County from loss because: 14.4.3.1. The Work is defective, or completed Work has been damaged requiring correction or replacement, 14.4.3.2. Written Claims have been made against County or Claims have been filed in connection with the Work, 14.4.3.3. The Agreement Price has been reduced because of modifications, 14.4.3.4. County has been required to correct defective work or complete the Work in accordance with paragraph 13.09 (check para. #), 14.4.3.5. Of Contractor's unsatisfactory prosecution of the Work in accordance with the Contract Documents, or 14.4.3.6. materials or equipment. Of Contractor's failure to make payment to Subcontractors for labor, 14.5 Substantial Completion When Contractor considers the entire Work ready for its intended use, Contractor shall, in writing to County and Procurement Officer, certify that the entire Work is substantially complete and request that Procurement Officer issue a Certificate of Substantial Completion. Within a reasonable time thereafter, County, Contractor, and Procurement Officer shall make an inspection of the Work to determine the status of completion. If Procurement Officer does not consider the Work substantially complete, Procurement Officer will notify Contractor in writing giving his reasons therefor. If Procurement Officer considers the Work substantially complete, Procurement Officer will prepare and deliver to County a tentative Certificate of Substantial Completion. There shall be attached to the Certificate a punch list of items to be completed or corrected before Project completion and final payment. 14.6 Partial Utilization: Use by the County of any finished part of the Work, which has specifically been identified in the Contract Documents, or which the County, the Procurement Officer and the Contractor agree constitutes a separately functioning and useable part of the Work that can be used by the County without significant interference with the Contractor's performance of the remainder of the Work, may be accomplished prior to Final Completion of ail the Work subject to the following: 6O 14.6.1. The County at any time may request the Contractor in writing to permit the County to use any such part of the Work which the County believes to be ready for its intended use and substantially complete. If the Contractor agrees, the Contractor will certify to the County and the Procurement Officer that said part of the Work is substantially complete. 14.7 Final lnspections : Upon written notice from the Contractor that the entire Work or an agreed portion thereof is complete and all punch list items have been completed, the County will make a final inspection with the Procurement Officer and the Contractor and will notify the Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or Defective. The Contractor shall immediately take such measures as are necessary to remove and eliminate all such deficiencies. 14.8 Final Application for Payment: 14.8.1. After the Contractor has completed all such corrections to the satisfaction of the County and delivered all maintenance and operating instructions, schedules, guarantees, Bonds, as- built documentation (as provided in paragraph 6.12) and other documents - all as required by the Contract Documents, and after the County has indicated that the Work is acceptable, the Contractor shall make application for final payment following the procedure for progress payments. The final Application for Payment shall be accompanied by all documentation called for in the Contract Documents and such other data and schedules as Procurement Officer may reasonably require together with complete and legally effective releases or waivers (satisfactory to County) of all Claims arising out of or filed in connection with the Work. In lieu thereof and as approved by County, Contractor may furnish receipts or releases in full; an affidavit of Contractor that releases and receipts include all labor, services, material and equipment for which a Claim could be filed, and that all payrolls, material and equipment bills, and other indebtedness connected with the Work for which County or its property might in any way be responsible, have been paid or otherwise satisfied; and consent of the Surety, if any, to final payment. If Subcontractor, manufacturer, fabricator, supplier or distributor fails to furnish a release or receipt in full, Contractor may furnish a Bond or other collateral satisfactory to County to indemnify County against any Claim. 14.9 Settlement Date, Notice to Subcontractors, Acceptance and Final Payment: 14.9.1. If, on the basis of the Procurement Officer's observation of the Work during construction and final inspection, and the Procurement Officer's review of the Final Application for Payment and accompanying documentation - all as required by the Contract Documents, the Procurement Officer represents to the County that the Work has been completed and the County is satisfied that the Work has been completed and the Contractor's other obligations under the Contract Documents have been fulfilled, the County shall cause to be published on two (2) consecutive weeks in the weekly editions of the Aspen Times, a public notice setting a final settlement date; which said settlement date shall be at least ten (10) days after the second publication. Said notice shall advise all persons, co-partnerships, associations of persons, companies, or corporations that have fumisbed or supplied labor, provisions, materials, tools, equipment, team hire, sustenance, or other supplies used or consumed by Contractor or his subcontractor(s), that they may file a claim with the County, at any time up to and including the time of final settlement. Upon filing of any such claim, the County shall withhold from Final Payment, to insure the payment of said claims until the same have been paid or such claims as f'ded have been withdrawn, such payment or withdrawal to be evidenced by filing with County a receipt in full or an order for withdrawal in writing and signed by the person filing such claim or his duly authorized agents or assigns. Such funds shall not be withheld longer than ninety (90) days following the date fixed for final settlement as published unless an action is commenced within that time to enfome such unpaid claim and a notice of Lis Pendens is fried with the County. At the expiration of such ninety (90) day period, the County shall pay to Contractor such moneys and funds as are not subject of suit and Lis Pendens notices and shall retain thereafter, subject to the final outcome thereof, only such balance of funds to insure the payment of judgments which may result from such suit. 14.9.2. If, the remaining balance to be held by the County for Work not fully completed or corrected is less than the retainage stipulated in the Agreement, and if Bonds have been furnished, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Procurement Officer with the Application for Payment. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. 14.10 Contractor's Continuing Obligation: The Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. Neither recommendation of any progress or final payment by the Procurement Officer, nor the issuance of a certificate of Substantial Completion, nor any payment by the County to the Contractor under the Contract Documents, nor any act of acceptance by the County nor any failure to do so, nor any review and approval of a Shop Drawing or sample submission, nor the issuance of a notice of acceptability by the Procurement Officer pursuant to paragraph 14.9, nor any correction of Defective Work by the County will constitute an acceptance of Work not in accordance with the Contract Documents or a release of the Contractor's obligation to perform the Work in accordance with the Contract Documents. 14.11 Liquidated Damages: 14.11.1. TIME FOR COMPLETION: It is hereby understood and mutually agreed, by and between the Contractor and the County, that the date of beginning Work and the time of completion as specified herein are essential conditions of the Agreement. The Contractor agrees that said Work shall be prosecuted regularly, diligently, and at such rate of progress as will ensure completion within the time(s) specified. It is expressly understood and agreed, by and between the Contractor and the County, that the time(s) for completion of the Work described herein are reasonable time(s) for the completion of the Work, taking into consideration the average climatic conditions prevailing in the locality of the Work. 14.11.2. TIME IS OF THE ESSENCE TO THE AGREEMENT: It is further agreed that time is of the essence in completing the Work, and that the Project Work Schedule referenced at paragraph 6.7. and the Submittal Schedule referenced at paragraph 6.3. and all dates set forth therein and where in the Contract Documents, an additional time is allowed for the completion of the Work, the new time limit fixed by such extension shall be of the essence of the Contract. 14.11.3. LIQUIDATED DAMAGES: Substantial Completion of the Construction is of paramount importance to the County. If any portion of the Work is not completed in accordance with any time extensions granted by the County, the County will suffer damage, the extent of which will be impractical and extremely difficult to estimate accurately. Therefore, as part of the 62 consideration for executing the Contract, it is hereby agreed that the Contractor shall pay to the County the liquidated damage amounts specified in the Agreement. This particular provision shall not be construed as a penalty upon said Contractor for falling fully to complete said Work as agreed in the Proposal and Contract Documents nor is it intended, but as Liquidated Damages to compensate the County for all costs incurred as a result of such breach of Contract. 14.11.4. DELAYS IN WORK COMPLETION OF CONSTRUCTION PHASE: Subject to the terms of "Excusable Delays", as contained in Section 14.11.5. of the General Conditions, the Contractor expressly agrees to pay the County as a reasonable estimate of just compensation for damages contemplated with the clause, the amount set forth in the Liquidated Damages Form for each consecutive calendar day that Substantial Completion is delayed in the Construction of the project. 14.11.5. EXCUSABLE DELAYS - FORCE MAJEURE: If, by reason of Force Majeure, any party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the liability then claimed, but for no longer period, and any such patty shall remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State of Colorado or any political subdivision, except the County, or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines, or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with ail reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such setflement is unfavorable to it in the judgment of the party having the difficulty. 14.11.6. CUMULATIVE REMEDY: The liquidated damages referred to herein are intended to be and are cumulative and shall be in addition to every other remedy now or hereafier enforceable at law, in equity, by statute, or under contract. 14.12 Waiver of Clairns The making and acceptance of final payment shall constitute: 14.12.1. A waiver of all Claims by County against Contractor, except claims arising from unsettled Claims, from defective Work appearing after final inspection or from failure to comply with the Contract Documents or the terms of any special guarantee specified therein; however, it shall not constitute a waiver by County of any rights in respect of Contractor's continuing obligations under the Contract Documents; and 63 14.12.2. A waiver of all claims by Contractor against County other than those previously made in writing and identified by the Contractor as unsettled at the time of the Final Application for Payment. ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION 15.1 County May Suspend Work: The County may, at any time and without cause, suspend the Work or any portion thereof for a period of not more than ninety days by notice in writing to the Contractor and will fix the date on which work will be resumed. The Contractor shall resume the Work on the date so luted. The Contractor shall be allowed an increase in the Contract Price or an extension of the Contract Time, or both if the Consecutive Calendar Days used to complete the Work are directly attributable to any suspension, if the Contractor makes an approved claim therefor as provided in Article 11. Other Work suspensions such as delayed start or phased construction shall not entitle the Contractor to any compensation of payment or time. 15.2 County May Terminate: Upon the occurrence of any one or more of the following events: 15.2.1. If the Contractor commences a voluntary case under any chapter of the Bankruptcy Code (Tide 1I, United States Code), as now or hereafter in effect, or if Contractor takes any equivalent or similar action by filing a petition or otherwise under any other federal or state law in effect at such time relating to the bankruptcy or insolvency; 15.2.2. If a petition is ffled against Contractor under any chapter of the Bankruptcy Code as now or hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief against Contractor under any other federal or state law in effect at the time relating to bankruptcy or insolvency; 15.2.3. If the Contractor makes a general assigmnent for the benefit of creditors; 15.2.4. If a trustee, receiver, custodian or agent of Contractor is appointed under applicable law or under contract, whose appointment or authority to take charge of property of Contractor is for the purpose of enforcing a Lien against such property or for the purpose of general administration of such property for the benefit of Contractor's creditors; 15.2.5. If the Contractor admits in writing an inability to pay its debts generally as they become due; 15.2.6. If the Contractor persistently falls to perform the Work in accordance with the Contract Documents (including but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the progress schedule established under paragraph 2.9 as revised from time to time); 15.2.7. If the Contractor disregards laws, ordinances, mles, regulations, or orders of any public body having jurisdiction; 64 15.2.8. If the Contractor disregards the authority of Procurement Officer; or, 15.2.9. If the Contractor otherwise violates in any substantial way any provisions of the Contract Documents: The County may, after giving the Contractor (and the surety, if there be one) seven (7) days written notice and to the extent permitted by 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 ail 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 shail 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 consequentiai costs of completing the Work (including but not limited to fees and charges of engineers, architects, attorneys and other professionals and court and arbitration costs) such excess will be paid to the Contractor. If such costs exceed such unpaid balance, the Contractor shall pay the difference to the County. Such costs incurred by the County will be approved as to reasonableness by the Procurement Officer and incorporated in a Change Order, but when exercising any rights or remedies under this paragraph the County shall not be required to obtain the lowest price for the Work performed. 15.2.10. Where the Contractor's services have been so terminated by the County, the termination will not affect any rights or remedies of the County against the Contractor then existing or which may thereafter accrue. Any retention or payment of moneys due the Contractor by the County will not release the Contractor from liability. 15.2.11. Upon seven (7) days' written notice to the Contractor, the County may, without cause and without prejudice to any other right or remedy, elect to abandon the Work and terminate the Contract. In such case, the Contractor shall be paid for all Work executed and any expense sustained plus reasonable termination expenses. 15.3 Contractor May Stop Work or Terminate: If, through no act or fault of the Contractor, the Work is suspended for a period of more than ninety (90) days by the County or under an order of court or other public authority, then the Contractor may, upon seven days written notice to the County and the Procurement Officer, terminate the Contract and recover from the County payment for all Work executed and installed in place and any expense sustained plus reasonable termination expenses. The provisions of this paragraph shall not relieve the Contractor of the obligations under Article 6 to carry on the Work in accordance with the progress schedule and without delay during disputes and disagreements with the County. ARTICLE 16 - MISCELLANEOUS 16.1 Giving Notice: Whenever any provision of the Contract Documents requires the giving of written notice, it will be deemed to have been vaiidly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by 65 registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. 16.2 Computation of Time: 16.2.1. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation. 16.2.2. A consecutive calendar day of twenty-four hours measured from midnight to the next midnight shall constitute a day. A working day is any day; Monday through Friday of each week, also called business day. 16.3 General: 16.3.1. Should the County or the Contractor suffer injury or damage to person or property because of any error, omission or act of the other party or of any of the other party's employees or agents or others for whose acts the other party is legally liable, claim will be made in writing to the other party within a reasonable time of the first observance of such injury or damage. The provisions of this paragraph shall not be construed as a substitute for or a waiver of the provisions of any applicable statute of limitations or repose. 16.3.2. The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon the Contractor by the General Conditions, and all of the rights and remedies available to the County thereunder, are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by law or contract, by special warranty or guarantee or by other provisions of the Contract Documents, and the provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. All representations, warranties and guarantees made in the Contract Documents will survive final payment and termination or completion of the Agreement. 16.4 Independent Contractor Status: It is expressly acknowledged and understood by the parties that nothing in this agreement shall result in, or be construed as establishing an employment relationship. The Contractor shall be, and shall perform as, an independent the Contractor who agrees to use his best efforts to provide the Work on behalf of the County. No agent, employee, or servant of the Contractor shall be, or shall be deemed to be, the employee, agent or servant of the County. The County is interested only in the results obtained under the Contract Documents. The manner and means of conducting the Work are under the sole control of the Contractor. None of the benefits provided by the County to its employees including, but not limited to, worker's compensation insurance and unemployment insurance, are available from the County to the employees, agents or servants of the Contractor. The Contractor shall be solely and entirely responsible for its acts and for the acts of the Contractor's agents, employees, servants and subcontractors during the performance of the Contract. THE CONTRACTOR, AS AN INDEPENDENT CONTRACTOR, SHALL NOT ENTITLED TO WORKERS' COMPENSATION BENEFITS AND SHALL BE BE 66 OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS EARNED PURSUANT TO THE CONTRACT. 16.5 Audit and Records 16.5.1. DATA AND RECORDS: The Contractor shall maintain all data and records pertinent to the Work performed under this Contract, in accordance with generally accepted accounting principles, and shall preserve and make available all data and records until the expiration of three (3) ~,ears from the date of final payment under this Contract, or for such longer period, if any, as is required by applicable statute or by other articles of the Contract Documents. The authorized representatives of the U.S. Department of Transportation, Comptroller General of the United States, the State of Colorado and the County shall have access to all such data and records for such time period to inspect, audit and make copies thereof during normal business hours. The Contractor covenants and agrees that it shall require that any Subcontractor utilized in the performance of this Agreement shall permit the authorized representatives of the United States Department of Transportation, the State of Colorado, and the County, to similarly inspect and audit all data and records of said Subcontractors relating to the performance of said Subcontractors under this Agreement for the same time period. 16.5.2. COST OR PRICING DATA: If the Contractor has submitted cost or pricing data in connection with the pricing of any modification to the Contract, unless the pricing was based on adequate price competition, established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation, the Procurement Officer or a representative of the County shall have the right to examine and audit all books, records, documents, and other data of the Contractor (including computations and projections) related to negotiating, pricing or performing the modification, in order to evaluate the accuracy, completeness, and currency of the cost and pricing data. In the case of pricing any modification, the authorized representatives of the U.S. Department of Transportation, and the State of Colorado shall have the same rights. 16.5.3. AVAILABILITY: The Contractor shall make available at its offices at all reasonable times the materials described in the Contract Documents, for examination, audit, or reproduction, until three (3) years after final payment under the Contract, or for any period, if any, as is required by applicable statute or by other articles of this Contract. 16.5.4. CONTRACT TERMINATION: If this Contract is completely or partially terminated, the records relating to the Work terminated shall be made available for three (3) years after any resulting final termination payment. 16.5.5. APPEALS, LITIGATION, OR CLAIMS: Records pertaining to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to the performance of this Contract shall be made available until disposition of such appeals, litigation, or claims. EXHIBIT A - Photos Front Doors, South Side of the Building Upper Level Main Entrance to Courthouse - 2 sets of doors West Side of Building Upper Level- 2 sets of doors 68