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HomeMy WebLinkAboutbocc.con.071.2006 CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING/ARCHIVING ~ CONTRACT #: 071-2006 Originating Department/Division: OST Contact Person: Gary Tennenbaum Project Name Brush Creek Trail Construction Phone #: 920-5355 o BOCC AGENDA ITEM (BOeC signature required) [gJSTAFF AUTHORIZED SIGNATURE (per Revised Procurement Code 7/2005) Check procurement type: ONone OInformal ~Formal OSole Source OEmergency OState Bid 0 Check Contract Type: Dollar Amount: $1,101,643.00 Budget Line Item/Ledger Number 118.58.91145.86000 OServices/Maintenance OLicensefUse OLease ~Construction OGoods, Equipment, Supplies OOther (e.g. revenue) OEmployment (for county employees) OIntergovernmental Agreement (Requires BOCC Action) ONon-Profit OQuasi-Public OGrant Agreements (Requires BOCC Action) OChange Order/Contract Amendment Contractor/Business (Complete Name):Elam Construction, Inc. Contract Execution Date:May 15, 2006 Contract End Date: December 31, 2006 Automatic Renewal (YON~) Term of Contract: 1 year(s) 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 OAll Legal Descriptions Attached (ifappropriate) DNotice of Award/Proceed Attached (if appropriate) DSpecial Instructions for Finance Department: ~Sent to Clerk and Recorder for Scanning/Archiving [gJAuthorized Staff Person's Name: Gary Tennenbaum BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING. Note: Clerk's Office will keep original documents in compliance with Colorado State { Archives retainage schedule. Amended 5- \ 2-06 t, , PITK,lli COUNTY CONSTRUCTION CONTRACT Project/Purchase Contract # 071-2006 THIS CONTRACT, made this 15 day of MaL. 2006. by and hctween the Board of Coonty Commissioners of Pitkin County, Colorado, (hereinafter called the "County") and Elam ConstlUdion, Inc. (hereinafter called the "Contractor"). l. Term 0(' Contract. _December 31 , 2006 The Ic.rm of this contract is frOln.._...May 15. 2006._.._. to II. Scope of Work and Work Schedule. A. To constlUcl the Brush Creek Traillrom the Town of Snowmass 10 Highway 82.. The trail parallels BlUsh Creek Road and crosses Brush Creek in two locations. The majority of the trail will consist of an 8-foot hard sud'ace and a 6-foot cmsher nnes sud'ace. Sp".cifieations and costs are in Exhibit A. B. All work perfomled under this Contract shall be donc according to thc following work schedule: Construction will begin seven (7) days after all permits are issued. Once construction begins all work except installation of the bridge located near the entrance to Snowmass Villagc will be complete in approximately eight (8) we.eks. Pitklll County Open Space and Trails will be ordering a new bridge for installation at the BlUSh Creek crossing on Seven Star Open Space located at the Town of Snowmass Village entrance. The timing of the delivery has not been determined and the contractor will not be responsible ji.Jrdelays due to this new bridge, Except for any delays due to the delivefY of tbe new bridge located on Seven Star Opt,n Space, all other trail construction will be complete by September 30. 2006. Liqnidated damages of $50().OO per calendar day will be assessed if the project, except for the bridge on Seven Star Open Space. is not complete by September 30, 200n. lll. Payment. The County agrees to pay, and the Contractor agrees to accept. in full payment for the performance of this Contract, the total price of One Million One Hundred One Thonsand Six Hundred and Forty Three Dollars ($1,101,643.00) in accnrdance with this Contract. subject to increase or decrease in accordance with the provisions of this Contract: but any paymeot by tbe County may !>e offset!>y any ~lmollnt the Contr'dctor owes the COllnty for any reason. A, Payment Procedures. l. Contractor shall suhmit applications for payment every __30 days____t'or work done to date. 2. Progress paymems. } ;j. County shall make progress payments, wIthin thirty (30) days of County's approval of Contractor's pay request. b. If Contractor is satisfactorily performing this Contract, progress payments shall be in an amount equal to ninety (90) percent of the calculated valuc of auy Pwject work completed, less the aggregate of payments previously made until fifty (50) percent of the Project work required by this Contract has been performed. Thereafler, County shan pay all remaining progress payments without retaining additional funds, if, in the opinion of the Procurement Officer and County, satisfactory progress is being made on the Project. If, in the opinion of the Procurement Oftlcer and County, satisfactory progress is not being made ou the Projs"'t, or if claims are filed under Section 38-26-107, Colorado Revised Statutes. as amended, County may retain such additional amounts as County may dee.J\) necessary to assure completioTl of the. Project or to pay such claims and any Procurement Officer's aud attorney's fees reasonably incurred or to be incurred by County in defending or handling such claims. The withheld percentage of the Contract Price shall be retained until the Project is completed satisfactori I y and finally accepted by Coanty in accordance with the provisions of this Contract. Progress payments shall not constitute final acceptance of the Project. B. County shall makc final payment, including release nf rdainage, to Contractor 'Ill accordance with this Contract and Section 38-2.6.(07, CR.S. and Section 24.9 I-I 03, CoR.S., as amended. IV. Contractor's Ohlig'!!.i.QI1~. A. Supervision and Superintendence. I. Thc Contractor shall supervise and direct the Project competently and efficiently devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Project in accordance with this Contract. The Cnntraclor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction. The Contractor shall be responsible to see that the finishcd Project complies accurately with this Contract. 2. The ContnlL"lor shall keep a competent resident Sllpetintendent on the Project at all limes during its progress, who shall not be replaced without written notice to the County and the Procurement OlTicer except under extraordinary circnmstances. The superintendent will be the Contractor's representative at the site and shall have authority to act on he!lalf of the Contractor. All conmlUnications given to the superintendent shall he as oinding as if given to the Contractor. B. Sul>contraetnfs, Suppliers and Others. I. The Contractor shan not employ allY subcontractor, supplier or other person or organization (including thosc acecptable to the County and the Procurement, whether initially or as a substitute, against whom thc County or the Procurement Officer may !lave reasonable objection. 2. Tbe identity of subcontractors. suppliers or other persons OJ' orgalli?<ltiotls including those whu are to fumlsh the principal items of materials and equipment must be submitted to the County in advance of any work performed or materials supplied undcr this Contract for acceptance by the County and {hi;" Procurement Officer No acceptance by the County or the Procurement Officer of any such Sllbcontractor, supplier or other person or organization shall constitute a waiver of any right of the County or the Procurement Officer to reiect defective Project work, 2 J 3. The Contractor shall be fully responsible to the County and the Procurement Officer I"r all acts and omissions of the subcontractors, suppliers and othec pen,ons and organizations performing oc furnishing any of the Project work under a direct or indirect Contract with Contractor ju~t a~ Contractor is responsible for ('ontmctor's. owl} acts and omisslrH);s, Nothing in this Contract shall create any Contractoal relationship between the County or the Procurement Officer and any such subcontractor. suppHer or other person or organization, nor shall it create any obligation on the part of the County or the Procurement Officer to payor 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. 4. All Project work performed for Contractor by a wbeontractor will be pursuant to an appropriate Contract between the Contractor and the subcontractor which specifically hinds the subcontractor to the applicable terms and conditions of this Contract for the benetlt of the County and the Pro('urement Officer C. Patent Fees and Royalties. The Contractor shall pay all licenSe fees and royalties and asstlme all costs incident to the tlse in the performance of the Project or the incorpmation III the Project 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 Couuty and the Procurement Officer and anyone directly or indirectly employed by eithcr of them ffnm and against all claims, damages, losses and e.xpenscs (induding attorney's fees and court ("osts) arising our of any infringement of patent rights or copyrights incidental to the. use in the performance of the Project or resulting from the product or clevie-c not specified in this Contract, and shllll defend all such claims in connection with any alleged infringement of such rights. D. Permits. Uuless otherwise provided in this Contract, the Contractor shall obtain and pay for all construction permits and licenses. The County shall assist the Contractor, when necc&Sary, III obtaining such permits and licenscs. The Contractor shall PllY all governmental cbarges and inspection fees necessary for the prosecution of the Project. The Contractor shall pay all charges of utilities I"l' connections to the Project, and the County shall pay all charges of such utility owners for capital costs related thereto such as plant investment fees, E. Laws and Regulations. 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 Project including rules, regulations, and ordinances thc County promulgates at allY time, Except where otherwise expressly required by applicable laws and regulations. neither the County nor the Procurement Officer shaH he responsible for monitoring the Contractor's compJiance WJth any Laws or Regulations, l'. 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 ont apply to malerials porchased by the County. The Contract price shall include all other federal. state, amI/or local direct or indirect taxes, which do apply, The Contract price shall include the cost of compliance with all olhel' Federal Laws and Regulations at no additional cost to thc County (except as provided in this Contmen. The Contractor shall nnt he reimbursed separately for any taxes. whiel1 may apply except as Il/'Ovided in this Contract, and the Contractor shall be responsible for all taxes, which may apply The County is tax exempt from Federal ExclSe Tax and Colorado Sllltc or local sales or use taxes as stated in paragraph 8 of the Re<luired Clauses. TIle Contractor and its subcontractors shall apply to the Colorado Dcpartl11Cnt of Revenue for a Certifieatc of Exemption indicating that the Contractor or subcontractor's 3 ~ purchase of construction matcnal or building rn,:uenab is for use in a building, structure. or (Hher public work owned and used by the County. G. Use of Prcmises. 1. The Contractor shall confine constlUction equipment. the storage of materials and eqUIpment and the operations of workers to the ProjeCt sitc and land and areas permitted by Ihis Contract. law, ordinances, and permits. The Contractor shall assume full responsibility for any damage to any such land or area, or to the County or oce.upant thereof or of any land or arelt' contiguous tbereto, resulting from the performance of the Pmjt'Ct. Should any claim be made against the County or the Procurement Officer by any sllch owner or occupant because of the perfomlllllce of the Project, Conlractor shall promptly seule with sUt,h other party by CoOlmet or otherwise resolve the claim by law. Thc Contractor shall, to the fullest extent permitted by Laws and Regulations, indemnify and hold the County harmless from and against all claims, damages, losses and expenses <including. but not limited to, fees of engineers, architects, attomeys and otht'r professionals and court costs) arising directly, indirectly or conscquentially out of any action, legal or equitable, brought by any stich other pany against the County or the Procurement Offit:er to the extent based en a claim arlsing 01.11 of the Contractor's performance of the Project. L DUling the progress of the Project, the Contractor shall keep the premises free from accumulatious of wastc materials. IUbhish and other debris resultlllg Ii-om the Project. At the complction of the Project, the Contractor shal1 remove all wlt>le materials, rubbish and debris from and about the premises ltS well as all tools, appltances, construction c<juiprnent and machinery, temporary ~tructures; stumps or portions of trees, and surplus m3tenab. and .shall leave the sitc clean and ready Cor occupancy by the County. The Contractor shall restore to original condition all property not designated for alteration by this Contract. 3. The Contractor shall not load or permit allY part of any stlUcture to he loaded in any manlier that will endanger the structure, nor shall the Contmctor snbject any part of the Proje.ct or adjacent property to stresses or pressures that will endanger it. H. Satety and Protection. I. The Contract'." shall be solely responsible for initiating. maintaining and supervising aJl safety precautions and programs in connection with the Project The Contractor shall take all necessary prccautions for the sarely ot, and shall provide the necessary protcction to prevent damage, injury or loss to: a. who rna y All employee}; in the Project area and other persons and organiz.atlon;.; be affected thereby; b. All the Prt>jcct materials and equipment to be mcorporatcd therem. whether in storage on or off the sitc; and e. Other property at the site or adjacent thereto, inclllding frees, shrubs, fawns. walks, pavements, road-wayst stnlctures. utilities and Underground Fadtitics not dcslgnated for removal, relocation Of replacement in the \.:ourse of constmctiou. The Contractor sllllll be required to assume sok and complete l'c'pOl"ibility for job ,ite conditions during the courS(,; of construction of the Project. induding the safely of an person:;; who may enter on the job site for any reason and the security of all propt~11)' located on the job site. 4 j Thi~ requirement shall apply at all times during the courses of the Contract and nnt only to normal Project work hours. 2. The Contmctor shall at all times conduct the Project in such manner as will incur the least pmcticable interference with traffic and exh;ting utility ~ysterns. No section of MY road shall be closeAi to the public, nor any utility system put out of service except al1er permission has been granted by the Engineer. Each item of Project shall be prosecuted to completion without delay and in no instance will the Contractor be permitted to transfer its forces from an uncompleted Project to a new Project without prior written notifkation of the Contractor to the Engineer. The Contmctor shall notl1pen up Project w"rk to the prejudicc of Prnject work already started. Unless this Contract specifically providcs for the closing to traffic of any local lOad or highway while construction is in progress, such road ()r 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 hear all expense of maintaining traffic over the section of road affected by the Project to be done under this Contract. and of constructing and maintaining such approaches~ cro~sjng. intersections and any neces~ary 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 tbe traveling publk., 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. '111C Contractor shall cooperate with the appropriate officials in the regulation of traffic. If the Contractor constlUcts temporary bridb"" or temporary stream crossings. ItS responsibility fhr accidems shall include the roadway approaches as well as the structures of such crossings. The Contractor shall provide, erect and maintain all necessary harricades, signs, danger signals and lights to prote<:tthe Pro.iect alld the safety of the public, Contractor shan comply with the provisions of any and all applicable Traffic Safety Manuals, which may be published by a governmental entity having jurisdidion over the Project area. All barricades, signs and ohstructions erected by the Contractor shall be illuminated at night and all devices for this pnrpnse shall be kept burning from sunset to sunrise. The Contractor shall be held responsible for all damage to the Project due to failure of barricades, signs, lights and watelunen to prntcct it, and whenevcr evidence of such damage is t()und prior to acceptance, the Engineer may order the damage portion immediately removed and replaced by the Contractor witnoUl cost to the County if, in its opinion, such action is justified. The Contractor's responsibility for necessary harricades, signs, and lights shall not cease nntilthe Project shan have been aceepred, 1. Shop Drawings and Samples. 1. After checking and verifying all field measurements and "ftet c'omplying with applicable procedures specified in this Contract. the C'lfitractor shall submll to the Procurement Officer for review and approval in accordance with the approved schedule of ,hop drawing submissions, Ih~"e (:Ii copies tunkss otherwise specified) of all shop drawings. which will bear a stamp or spt.">{::ific written indication I:hat the Contractor has salisfied the Contractor'.,; responsibilities under this Contract wilb respect to the review of tbe submission. All suhmissions will he identified as the Procurement Officer may require The data shown UI1 tbe shop drawings will be complete with respect to quantities, dimensions, specified pertbnnance and desigo 5 o criteria, materials and similar data to enable the Procurement Officer to review the inltlrmatioll as required 1. The Contractor shall abo submit to the Procurement Officer for review and approval with such promptness as to cause no delay in Project, all samples required by this Contract. All samples will have been checked by and accompanie<1 by a specific written indication that the Contractor has satislled the Contractor" responsibilities under this Contract with respect to the review uf the submission and will be identified clearly as to material, supplier, pertinent data such a.' catalog numhcrs and the use for which intended. 3. Before submisslOn of each shop drawing or sample, the Contractor shall havt' determined and verified aU qllantitie's~ dimensions, spccifiecl performance criteria. installation requirements, materials, catalog numbers and similar data with respect thereto; and reVIewed or coordinawd eacb shop drawing or sample with other shop dmwings and samples and with the req,uiremenh of tht:.' Project and this Contract. 4. At the time of each submission, the Contractor shall give the Procorement Officer specific written notice. of each variation that the shop drawings or samples may have hom the requiremenb \)f this Contract. and. in addition. shall cause a specific notation to he made on each shop drawing suhmllled to the Proeurement Officer for review and approval of each such variation, 5 Where a shop drawing or sample is required by the specifications, no related Pr~ject work shall be commenced prior to the Procurement Officer', review and approval of the shop drawing or samples, 6, ContractoL The cost of furnishing all shop drawings and samples shall he borne hy V p~fQrl1k1nCe and Payment Bond. A, Contractor shall furnish a performance and payment bond in the amount of one half of the total Contract value for all Contracts over $50,000. as required by C.R.8 II 38-26-10], el. ""<t. All Bonds sball be in the form accel,table to the County. All Bonds signed by an agent must be accompanied by a certified copy of the authority to ac.t. B. If the surety on any Bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do husiness is terminated in any state or it ccases to meet the requirements of paragraph A of this Section. Contractor shall within five days thereafter substitute another Bond ,md Surety, both of which must be acceptable to the Count.y. VI. Jndemnitv. TIle Contractor (including, by definition here and bereinaftet, its officials, employees, agents and representatives, subcontractors and suppliers), shall and hereby docs release, discharge, indemnify and hold harmll''s:': the. County of Pitkin nnd ith offu;ials, employees. agents and represemativcs from and against liability for any claim, demand, loss, damages, penalty, judgment, expenses, costs (mduding costs of investigation and defense), fees (including reasonable attorney and expert witness lees) or compensation in any t'lrlll or kind whatsoever for any bodily injury, death, persoua! injury or property damage arising out. of or in C(mnel'1.lon with any ncgHgent act. intentional act, error 01' omission fly the Contractor. and for any cOltsequential liability alJeged to accrue again~l the County on account of the Contractor"s acts. error:'; or omissions; provided, however, that such indemnity shaH not be construed ~Uj an inde_mnity for bodily injury Ol' property damage ari,ing from the sole negligence of the Couoty or its employees. 6 7 TIlc Contractor further shall investigate, process, respond to, a~just, provide defense for and defend, payor sellle all claims, demands, or lilwsuits related hereto aJ its sole expense and shall bear all olher co", and expenses related thereto, cvcn if the clmm, demand or lawsuil is groundless, false or fraudulent. Vfl. 11lsumnce. Thc Contractor agrees to procurc and maintain, at its own c~pensc, a policy or pohcies of insurance as specified in (his section, The Contmctor shall cause any subcontractor of the Contractor to procure and maintain, the minimum In'-'.urance coverages as specified In this section, ^- ]11 whole or in part, the Contraelo]' shall secure and maintain 1(" the term of iI, Contractual relationship with the County such insufJl1cC policies, from companies licensed in the State of Colorado, as will protc.ct ilSelf, the County from claims for bodily injuries, death, personal injury or property damage, whIch may arise out of or result from the Contractor';'i acts, errors or omissions. Tht, follOWIng in.surancc coverage. at or above the limit.s indicated and including !':'uch endorsements as are indicated by an "X", arc rcquircd: l. Statutory Workers' Compensation: Colorado statutory minimums 2. Commercial General Liabihty - ISO 199X Form or equivalent (With COUT/ty fUJlHtYi "ddit/mUlI illsured) Each Occun-ence Limit $1.OOO,OIJ(l,O(l General Aggregate Limit$;:2,QQQ,QOO.OO Products/Completed Operation~ Aggregale Limit $.;;,QQQ,OIJO.()() (<,mprehensive Form (All risks) to include (place X by applicable PluvlSions); X Premiscs/Operations Underground, Explosion & Collapse Ha7.ard ._X_ ProdUCts/Completed Operatjons _K.. Contracwal Liability .X__ Independent Contmcton; and Suocontractl'rs _X_ Broad Poon Property Damage _X.. Pers<mallnjury :'\ Business Auto Covcrage: Combined Single Limit Uahility (each accjdent) ~LQOO,Q!;5l-OQ 4. Special Coverages (check as appropriate and inselt amount): _x ( I ) Performance Bond_$550,tQ I 50 Lahor and Material Payment Bond .__.,,__._.____ (2) Professional Em",; and Omissions (3) Aircmft Liability (4) Owner's Protective (5) Builder's Risk (6) Boiler and Machinery (7) Loss of Use Insurance (X) Pollution Liability (9) l.rlme, including Employee Dishone~ty Covcrage, or Fidelity Bond B, PrOt)f of Insurance: 7 <0 I. To provide evidence of the required msurance coverage, copies of Certi (icatcs of Insurance in a form acceptable to the County sball be filed with the County through the Procurement Officer, 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 Ihe County is agreed to he a material breach of auy Contract. These CertIficates of Insurance shall contain a provision that eoverage affOl'ded under the policies will not be canceled or materially altered unless at least thirty 130) calendar days prior written nodce by certified mail, return receipt requested (effective upon propel' mailing), has be.en sent to tJle County (through the County's Risk Department). (For purposes of this provision. "male.rially altered" shall mean a change affecting the coverage~s required herein. including a change to policy limits as set out lfl the then~ current policy declarations page). Simultaneously with the Certificates of Insurance, the Contf'dClOr shall lile with the County. through the Procurement Ollicer (and promptly update, as necessary), a certified Sl11temcnt as to claims pending against the required coverages, reserves esUtblished on account of such claims, defense costs expended and amounts remaining ou policy limits. 2. In addition, these CertillcalCs of Insurance shall contain the following clauses: ii, The c1au:-:e "other insurance provisiol1s~" in a policy in which the County of Pitkin holds a Cenificatc, shall not apply to the County of Pitkin. b. The Insurance COmplUlies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for a,ses~ment~ under any form of policy c. Any and all deductibles in the above<lescribcd insurance poliCieS shall be assumed by and be for the amoum of, and at the sole expense of the Contractor. <I, Location of operations shall he: "all operations and loc'at;ons at which work Ihr the referenced Project is heing done," 3. Certificates 01 Insurance for all renewal pohcies shall he delivered to the C<lUnty's Representative at least fifteen (J 5) days prior to a policy's expiration date except for any policy expiring on the expimtion date of this Contract or thereafter. 4. The County reserves the right to request and re<:eive a copy of any policy and any policy endorsement at any time during the term of this Contrdct. VTll. ExcmDti!)nL!!n.,;j Prefercnc..e~. A. All purchases of construction 01' huilding 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 ff()l11 sueh laxes under registrarion numbers 98-02624 and R4-78000-5K. B. Pursuant to state statute and to the extent permitted by Inw, Colomdo lahor shall he employed 10 perform the Project to the extent of uotless than eighty perceut ,80%) of each type or class of labor employed on such project; except lor highway construction. which is subject to C.R.S. 4.1-2,208. which provides that alllaborcrs shall be bO/UI fide residents of Colorado with a preference to residents of the County where the Project is performed, IX. Protection aud Restomtion of Property and Landscape: H"wrdQus Matenals. A. Protection and Restoration of ProPClty and Lundscape. 8 q I. The ContraL~or ,hall be responsible for the preservation of all public and private property and ,hall protect carefully from disturbance Or damage ,Ill 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 dirceted. 2. The Contractor shall be responsible for all damage or injury to property of any character, during the pro",cution of the Project. resulting from any act, omission, negled, or fTusconduct in its manner or method of ex(:x:uting the Project. or at any time due to defe.ctive Project work or materials, and said responsibility shall not bt, released untd the projC<:t shallllave been completed and accepted. 3. When or where any direct or indirecI damage or injury is done to public or pflvate property hy or on account of aoy act, omission, neglect, or misconduct hy the Contmctor in the eKecution of the Project, Of in consequence of the non-exL"Cution thereof by the COnlraClor. it shall restorc, at its own expense, such property to a condition Slmilar ar equal to that existing before sueh damage llI' injury was done, by repairing. rebuilding, or otherwise restoring as may he directed, or it shall make good such damage or in.jury in an acceptable marmer. 4. Materials stomge. equipment parking, vehicle parking and stockpiling excavated materials shall be allowed only in those areas designated by the Procurement Officer. 5 If the Contractor disturhs any of the landscape not called Elf removal. it shall restore those areas as dirc<:ted by the Procurement Oflicer at the Contractor's expense. B. Hazardous Materials I . The County shall not be responsible for the cost of and the removal or clean up of Ha7.ardous Materials found in any materials brought to Ihc Project site, after the Project site is turned 0 vcr to the Contractor. Z. The Contractor shall provide the Procurement Officer with a written certification each time materials or equipment is brought onto the Project site that such material~ or equipment do not contain Hal...ardousMateriaJs, X. County Work at the Project Sitc. A. The County may perform other work related to the Projcct at the site by the County', own forces, have other work performed by utility owners or let other direct contracts therefor which shall contain terms similar to these. The Contractor shall perform and coordinate it, activities with other Coutractors to avoid conflict and minimi?.e dislUptions. B TIle ContTllctor shall afford each utility owner and other Contmctor who is a party to sllch a direct contract (or the County if the County is performing the additional work with the County', employees) proper and ~ate access to the: Siite and a rcusonabJe opportunity for the introduction and storage of materials and equipment and the execution of such wurk. and shall properly connecl and coordinate the work with theirs. The Contractor shall do all cutting, fitting and palching of the Project that may he rcquire.d to make its several parts come together properly and integrate with snch other work. The Contractor shaH not endanger any work of others by cutting. excavating or othcrv...jse altering their work and will only ellt or alter their work with the written consent of Procurement Officer and the others whose work will be affected. The dutJCS and responsibilities of Contractor under this paragraph are for 9 \0 the benefit of such utility OWncrs and other Contractors to thc extent that there are comparable provisions for the benefit of the Contractor in said direct Contracts between the County and such utility owners and other Comractors< C If any part of the Contractor's Project depends for proper execution or results upon the work of any Stich other Contractor or otiHty owner (Or the County), the Contractor shall inspet'l and promptly report to thc Procurcment OfJ1cer in writmg any delays, defects or deficiencics in stich work that render it unavailable or unsuitable for such pJ1.Jpcr execution and results. The Contra(,~torls failure to report such conditions will constitute an acceptance of the other work as fit and proper for integration with the Contractor's Project except for latcnt or non-apparent defects and deficiencies in thc other work. XI. Ch'IDQCS in the Proiec!. A. The County may, from time to time, request changes in the scope of St'rviccs of the Contractor to be performed hereunder. B. The following procedure shall be fullowed for the County nutifying th,> Contractor of proposed County initiated changes. The Procurement Officer shall issue a nmice informing the Contractor of a planned change in the Project and its scope, and requesting the Contractor's detailed priee proposal. 'n", Contractor shall submit a priced proposal for pert,,,ming the proposed change in the Projeet. I. Written Notice of Change. A Written Notice ofCbange may be used when: a. The County determines that the Contractor must proceed immediately to perform a change in the Project in order to avoid an adverse impact on the schedule or other unchanged Project, and sufficient time i;; not available to negotiate an adjustment to the Contr:1.ct price or Contract time: or b. The County and Contractor have not completed their negotIation and reached Contract on all of the terms of a Change Order. but Ihe County requires the Contractor to procccd without such Contract. 2.. Change Order. When the Contractor and the County reach Contract on the adjustments to the Contract price and/or Contract time, such Contracts shall be promptly recorded in an executed Change Order. 3. Contractor Change Reques!. a. If the Contractor; (I) receives any oral or written in~tructions, diwctivcs or interpretations of Contrdct Document" or detcrminatioOns. from the Procurement Officer or, Iii) idcntifies what it hclieves are design errors or omissions in the Contract Drawings or Specifications, or (Iii} etICounter;; a differing sile condition: or. tiv) is delayed in the progress of the Project; or, (v) hecomes aware of :my other matter or c.il\:umstance which 11 bdieves would require a change in the Contract Price or Contract Time. thc Contractor shall give the Procurement Ofliccr prompt written notice of sucb matters in a lctter or flotic.e denominated "Contractor Change Requese'. b. All Contractor Change Requests shall be dated, numbered sequentially, and shall describe the a<:tion 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 mimmize the cost of the Contractor Change Request 10 ,l and, provide an estimate of the adjustment in the Contract price and/or Contract time, which it believes is appropriate. c. With respect to orders~ instmctiol1s, directives. interpretations, deteollinations, or the discovery of any errors or mnissions in tillS COlllract, a Contractor Change Request shall he suhmitted before the Contractor acts on them. hut in no evelll more than {eJ!..l/OI (imsecutivt" (~a'rmdur dllVS after they were received or discovered, d. With respect to any dllTering site conditions. a Contractor Change Request shall be submitted before thc conditions are disturbed, but in no event more than {flLllQ).fl1!l~~'cf.!}U~jLca"f.1lI1ar dqYl' after the conditions are first t1j!',:(.~overed> e. With respect to delays, a Contractor Change Request shall be submItted as soon as the Contractor has knowledge of the delay, hut in no event morc than tell ( lQl consecutive calendar da~'s therefrom, f With respect to any matters or circumstance which the Contractor believes would require a change, induding delays, a Contractor Change Request shall be $uhmHted as soon as the Contractor has knowledge of the matter or cif\~umstam.';:e. but in no event mort' than len (10) consecl/live calerular days after the Contractor becomes aware of such circumstance or matter. 4 Down Time. The Contractor may be granted time extension f'>r down time. No (Hher compensation of any kind shall be made to the Contractot for down time. Equipment failure. lack of adequate labor or tools or materials to perform the Project shall not <,onstitute down time.. 5. Submittal Requirements and Waivcr of Claims a. If the Contmctor does not submit a Commctor Change Request within the time required above. any action by the Contractor related to such order, diret'tion, instnlction. interpretation. determination, design error or omission. Of other matter, including delays or differing site conditions, will not he considered by the County as a change tn the Project and the Contractor waives any claim Ii" an w.(justment on the Contract price or the Contract time. b. The Contractor shall, at the time a Contractor Chauge Request is sobmitted provide the Procurement Of/icer with a complete and itemized pwposal 01 Contract price and time adjustments. The prvposal shall also contain a detailed explanation. citing all applicahle provisions in this Contract, which supports the Contractor Change Reqnest. If the Contractor does not submit its itemizcd proposal within the time described above or witbiu 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 tbe Contract Changc Request. c. If a Contrac{()r Change Request is denied hy the Procurement Officer, 1Il whole or in part, there shall be no claim fot an increase in the Contract pric'e or Contract time arising out Ill. the act or event described in the Contractor Change Request. II )~ XII. Warmntv and Guarantee; Tests and Inspections; Correction, Removal or Acceptance of Defective Proiect Work. A. Warranty. I. The Contractor warrants and guarantees to the County that 011 Project work, whether supplied. furnished, installed, provided, or perfonned by Contractor. a subcontractor, or supplier. will bc in accordance with this Contmet and will not be defective. Project work shall be performerl in a skillliJl and workmanlikc manner. Except where longer periods of warmnty Il1'e indicated fhr certain items. Contractor warrants Proje<,;t work, wh"ther furnished. installed, provided, performed or supplied by Contractor, a subcontractor 01' supplier. to bc free from faully materials and workmanship for a period of f"'tle" than t,:,'p(lJ.!'t!l'..! from date of Final Payment, which llY'Lf.Jj Year.. period shall bc covered by the Bonds as specitled in this COl1lrw.:l. Landscaping replacemcnt shall he warranted for two (2) growing seasons. 2. With respect to all warranties, express or implied, from subcomraetors. manufacturef~, or suppliers for Projc~t work performed and materials furnished undcr the Contract, the ContrdCtor shall: a. Obtain aU warranties that would be given In nonnal commercial practu::e. To the extent that tllC subcontractor's, manufacturer's, or supplier's. standard warmnty ex.ceeds the minimum County requlrements as set forth in this Section or elsewhere in this Contmct, the subcontractor's, manufacturer's, or supplier's standard warranty shall apply. b. Require all warranties to be ('.xecutcd~ in writing. tbr the benefit \)1' the County, if directed by the Pl'Ocuremel1l Officer; or C'. Enl..>rce all wan'anties thr the benetlt of the County, if directed by the Procurement Officer. d. the County. Assign all warranties and guaranwes in writing to the County upon the "-'quest of 3. NotWithstanding anything to tbc contrary above, the Controctor ghall warrant that all equipment which is incolporated mto the Projc'Ct or any subsystem shall he new. frec from liens and detects in design, have dear title, he free from faulty materials and workmanship, and shall conform in all aspects to the terlllS of this Contract, to the drawings issued lor nltlnnfactme by the Contractor, and shall bc in confotmance with the thost, technical specifications provided in Sl'clion II (Scope of Work) of this Contract and Conu'Uctor's Proposal. Unless the warranty period is otherwise extend",1 or modified, the following warranty shall apply. [f within/!v" (5) r"m" from tbc date each piece of cquipmcnr incorporated into the Proj,~t or any subsystem is accepted by the County, it appears that the equipment or any prut thereof does not conform to the above warranty and guamntee provisions, and the County so notifies the Contractor within a reasonable time after its discovery, the Contractor sball thereupon promptly COll'ect such nonconformity to ule satisfaction of the County, at the Contractor's sole expense; failing which the COllnty may reject the item and cover by purchasing suhstitute items or the County may proCCl-d to make corrections or accomplish the Contractor's perfonnance by the most expe.ditious means avaHahll~. the cost of cover or com~ction shall be charged to the Contractor. a and method Contract. The preservation. packaging, packing, and marking, <Uld the preparation f0r, of, shipment of such equipment shall conform to the requiremt'l1t& of this 12 \3 b. When return, ct.'lrrections. or replacement is required, transportation charges and respoll,ibilily for the supplies and equipment while in transit shall he bome hy the Contlllctor. B. Access to Project. The Procurement Ofticer and the Procurement Officer's representatives, other representatives of the County, testing agencies and governmental agencies with jurisdictional interests shall have access to the Proj~'Ct, at any time for their observation, inspecting and tesling. Contractor shall provide proper and safe ('ondjtion~ for Stich access. C. Tests and Inspections. I. TIle Contmctor shall cooperate with material resting peNlnS and fmlls. and for required inspections, and compliance and approval tests fOt the work performed by the Contractor or its subcontract.or. 2. If any laws, ordinances, m\es, regulations, code or order of any public body having jurisdiction requires any Project work lor part thc'feot) to specifically he inspected, tested or approved,lhe Contractor shall aSSume full responsihility therefore, PllY all costs in connection therewith and furnish Ihc Procurement Officer the required certificates of inspection, testing or approval. The Contmctor shall also he responsible lor and shall pay llll costs in connection with 'my 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 he incorporated in the Prcjecr. or ot materials or equipment submitted lor approval prior 10 the Contractor's plU'chase thereof for incorponllion in the Pr(~ect. The cost of all inspections, testing, re-resting and approvals in addu ion to the above which are reqUIred by this Contract shall he paid by the Contmclor tunless otherwise specified). The County will conduct and pay tiJr the conformance tests on materials installed in- place, :md the ColltnlctOt shall pay lor rc-testing of all failing and non-conforming materials thereafter. 3. All inspections, tests or approvals other than tho", rcquired by laws, ordinances, lUle, regulations, code, or order of any pubhc body having jurisdiction shall he performed by organlz.ations acceptable to the PtxlCurement Officer. 4. If any Project work (including the work of others) that is to lx, inspected, tested OJ' 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 he at I,he Cnntmc1or's expense. 5. Neither observatIOns by the Procurernenl Officer nor inspections, tests or approvals by others shall relieve the Contractor from the Contractor" obligations to perform the Ptxlject in accordance with this Contract. D. Correction nr Removal of Defective' Work If requircd hy the Procurement Officer or the County, the Contractor shall promptly, as du'Ceted, either correct all defective PrOject work, whether or not fabricated, installed or completed, or. if the Project work has heen rejccted by the Procurement Officer or the County. remove it from the site and rcplacc it with non-defective Project work. The Contractor shall bear all direct, indirect and t:onsequential costs of 'such COITt.:ction or removal (including but not limltcd to fees and charges of engineers, architects, altorneys and other professHmalsl made necessary thereby. E. Correction Penod. If within two (2) Years alter the date of l>1nal Payment or such longer period of time as may he prescribed by laws or by the terms of any applicable special guarantee required by 13 \~ the Contrdct Documents or by any sp'-'Cific provision of the COl1l.ract Documents, any Project work is jClund to be defec.tive, the Contra<.:tor shall promptly without cost to County and in accorUance with County's wriuen instmctiomi, eilher ("'OffCct such defective Pr~ject work, or. if it ha<; been rejected by County. remove i, from the site and replace it with non-<lefective Pr'(ject work. If the Contractor does not promptly (within ""en 0) days for receipt) comply with the terlns of such instructions, or in an emergency where delay would calise serious risk of loss or damage. tbe County may have the defective Pr'(jcct work cOffi,"Cled or the rejected Project work removed and replaced, and all dinx!. indirect and con,"-,qucntial coSls of such remnval and replacement (,"eluding hut not lImited to fees and charges of engineers, an:hitects. atlorneys and other professionals) will be paid by the Contractor. Contractor shall also pay for any d.1mage to otber Project work, other property, or person, which occurred as a wsult of the defedive Proje<:t work. F County May Correct Defective Work. If the Contractor fails within knJJ..O} ('(lflsccutivc !J!It:.!.H...4.tL d(U~ after written norice of the Procurement Officer or the County to pn:'lCee,d 10 correct and to con-eel defective f'roje<:t work Of to remove and replace rejected Project wnrk as reqUIred by the !'rocuremenr Ofl1cer or the County in accordance with paragraph F of this Section, or if the Contrador fails to perfonJllhe Project work in accordance with the Contract Documents1 or if the Contractor fails to comply with any other provision of the Contract Documents, the County may, after SCven days' written notice to the Contractor, cornxt and remedy any such deficiency. In ~xel'(:ising th" rights and remedies under this paragnlph the County shall proceed expeditiously to the extent necessary to complete corrective and remedial action. The County may exclude the Contractor from all or part of the site, take possession of all or part of the Project, and sJlspend the Contractor', services related thereto, Uike possessiou of the Contractor's tools, applianccs, cunstnlC,tion equipment and machJnery at the site and incorpomte in the Project all materials and eqlJipment stored at the site or for which the County has paid the Contractor but which arc Sl<Jt"d el,"-,where, The Contractor shall allow tbe County, the Connty's represcntatives, agents and employ~'Cs such access to the sifc as may be necessary to enable the County to exercise the rights and remedies under this paragraph. All direct, indire<::t and consequential costs of the County in exercising such rights and wmedics will he cbarged against the Contractor, and a Change Order will he issued by the County incorporating the ncces",,,ry revisions in the Contract price. Such direct, indirect ,md consequential costs will include but not he limited to fees and charges of engineers. architects, attomeys and other prolessionals, all court costs "nd all costs of repair and replacement of work of others destroyed or damaged by correction, rel110val or replacement of the Contractor's defective Project work. The Comractor shall not be allowed an extension of the Contract timc because of any delay in perforlnancc of tbe !'roject work attrihutable to the exercise by the C",.mty of the County's rights and renredies hereunder. XI!. Liquidated Darn:iges. A. Time for Completion. It is hereby underst,xxl and mutually agrced, by and hetween the Contractor and the County, that the date of beginning Project work and the time of completion as specified herein are essential conditions of the Contract. The Contractor agrees that said Project shall be prosecutcd regularly, diligently, and at such rate of progress as will ensure completion within the time(s) spt.'Cified. It is expressly understoed and agreed, by and between the Contmctol' and the County, that the time(,) for completion of the Project described herein are reasonable time(s) for the eompletion of the Project, taking lnto com~lde-ratinn the average climatic conditions prevailing in the Jocaiity of the pf(~jcct. B, Time is of the Essence to the Contract. Il is fUlther agreed that. timl: IS of the cssen<.:e In completing the Projeet, and thattbe Projcet Work Schedule and all dates 8<:t forth thert,in and where in this COlllract, an additionnl time is allowed for the completion of the ProJed. the new time limit lixed by such extension shall be of the essence of the Contract. C. Liquidated Damages. Completion of the Proj('Ct IS of paramount imlxlrtance to the County. If any portIon of the Projed is not completed in accordance with any time extenslOtw, granted by the Connty, the County will suffer damage, the extent of which will be impractical and extremely ditlicult to estimate 14 \S accurately. Therefore, as part of the consideration for executing the Contract, it is herehy a;,'Teed that the Contractor ,hall pay to the County the liquidated damage amounts specified in the Contract. This particular provision shall not be constlUed as a penalty upon said Contraclor for failing fully to complete said Project as agreed in thc Proposal and this Contract nor is it intended, hut as Liquidated Damages to compensate the County I(,r all costs incurred as a result of such hreach of Contract. D Delays in Project Completion of Construction Phase. Subject to the terms of "Excusable Delays", as contained in paragraph )(5) of this Section, the Contractor expressly agrees to pay the County as a reasonable estimate of just comp<:nsation for damages contemplated with tbe clause, the amount set forth in the Liquidated Damages Form I()r each consecutive calendar day that completion is delayed in the constmction of the Project. E. Excusable Delays - Foree Mlueure. If, by reason of Force MaJe,,,e, any party heret<l shall be rendered unable wholly or in part to carry out its obligations under this Contract then such party shall give notice aud full pat1iculm's of such Force Mltieut'C in writing to the otber party within a reasonabk time after n,o<'orrcnce 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 he suspended during the continuance of the liability then claimed, bur lor no longer period, and any such pany 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 Govemment of the United States or the State of Colorado or any political subdivision, except the County, or any civil or military authonty, insurreclion, riots, epidemics, landslides, lightning. eat1hquake.. tires, hurricanes, storms, Ooods. washouts. droughts, arrests, restraint of government and people, civil disturbances, explosions, bre.akage or accidents to machinery, pipelines, OJ' canals, or other causes not rellsonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lo<:koUls shall he entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Mltjeure shall be remedied with all rcaHmable dispatch shall not require the se1tlemcnt of strikes allillockouts hy ac'Ceding to Ule demands of the opposing pat1y or parties when such settlement is unfavorable to it in the judgment of the party Imving the difiiculty. F. Cumulative Remedy. The liquidated damages referred to herein are intended to be and arc cumulative aod shall be in addition to every other remedy now or hereaftt.'1' eoforceable at law, III equity, by statute, or under Contract. XIV. Termination of Contract. A. The County may terminate this Contract upon the occurrence of anyone or more of the following events: I. If the Contractor commences a voluntary case under any chapter of the Bankruptcy Code (Title II, United States Code I. 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 Jaw in effe"t at such lime relating to the bankruptcy or insolvency: 2. If iI petition is tiled against Contractor under any chapter of the Bankruptcy Code as now or hereafter in effect at tbe time of filing, or if a petition is filed seeking any such equivalent or similar relief against Contraetor ullder any other federal or state law ill effect at the lime relating to bankmprey or insolvency; 3. If the Contmc1or makes It general assignment f(lr tbe benefit of creditor>: 15 \~ 4. If a trustce, receiver, custodian or agent of Contractor is appomted undcr applicable Inw or under Cnnlract~ whosc appointment or authority to take charge of property of Contractor is for the purposc of enforcing a Lien against such property or for the purpose of general adminisfT'dtion of such property for the benefit of Cont.raetor's creditors: 5. If the Contractor persistently fails to perform the Project in accordance with this Contmct including but not limited to, failure to supply sufficient skilled workers or suitable matcrial, or e,quipment or failure to adhere to the work schedule established in this Contract; O. It the Contmctor disregard::; law~. ordinances. rules, regulations. or orden; of an}' public body having jurisdiction: B. Temlination Prior to Expiration of Contract Tenn. The County has tlJC right to terminall' this Contract, with Of without cause, by giving written notice to the Contractor of such lerminatlnn and specifying the effective date thereof. Such notice ,hall be given at least ll'n (llJ) days before the cffective dllle of sllch termination. ln sueh event all finished or unfinished documents, data, studies and reports preparcd by the Contractor pursuant to this Contract shall become the County' s property. Contractor shall be entitled 10 receive compensation in accordance with the Contract for any satisfactory Project work completed pursuant to the tenns of this Contract prior t.o the dale of termination. Not withstanding the above. Contractor shall not be relieved of liability to the County for damagcs sustained by the County by virtue of any breach of thc Contract by the Contractor. IV Independent Contractor Status. It is expressly ackoowledged and uuderslood by the p<1fties thaI nothing in this Contract sbull result in, or be constmed us establishing an employment relationship.. The Contractor shall be, and shall perform as, ill} independent ContT'dctor whQ agrees to use its best efforts to pmvide the Project on behalf of the County. No agent, employeR, or servant of the Conlmclor shall he, or shall be deemed to be, the employee. agent (If servant of the County. The County is interested only in the results obtained under this Contract. The manner and means of conducting the Project are under the sole cOlltrol of the Colltmctor. None of the lxmcflls provided by the County to ils cmployees including. but not limited to, workers' compensation insurance and unemployment insurance, are available from the County tu the employees, agents or servants of tl1c Contractor. The Contractor shall he solely and entirely responsible for its acts and for the acts of tl1c Contractor's agents. employees, servants iUld sul1contractors during the pert'ormance of the Contract. The Contractor, As An Independent Contractor, Shall Not Be Entitled To Workers' Compensation Benetijs And Shall Be Obligated To Pay Federal And State Income Tax On Any Moneys Earned Pursuant To The Contract. XVI. COI!]pJ!.rntio!lof Tim". A. When any period of time is referred to in this Contmct 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 Oll a Saturday or Sunday or on a lcgal holiday, stIch day will be omitted from the computation. B. All times stated in this Contract arc of the essence. XVI!. Records and Cost Pricing Data. A, The Contractor shall maintain in n safe place at the she one record copy of all Drawlllgb, Specifications, Addenda, Written Amendments. Change Orders, Project Directive Changes, FIeld Orders and written interpretations and ciarlfications in gt10d order and annotated and updated weekly to show all changes made during constnlctinn. These record documents together with all approved sample!\. wiH he avaHable to the Procurement Officer fur reference. Upon completion of the pf{~')e1...t, these record documents and sample~ will be deJivered to the Procurement Officer fur the County. 16 \1 B. The Contractor shall maintain all data and rccords pellinent to the Project pelfOl1l1ed under this Contract, in accordance with gent,,'ally accepkd accounting principles, and shall preserve rmd make availahle all data and records until the expiration of three (3) years from the date of final payment under this Contract. or for such longer period, if any, as is rL-quined by applicable statuI<' or by other articles of this Contract.. The County shall have access to all such data and rL'Cords for such time period to inspect, audit ,md make COplCS thereof during normal business hours. The Contractor covenants and agrees. that it shnll n:X1uire that any subcontractor utilized in the perfmmance of this Cont1"ll<'t to petmit the authorized representatives of the County, to similarly inspect and audit all data and records of said sUbcolltractors telating to the pe,formancc of said subcontractors undcr this Contract for the same time period. C. Records pertaining to appeals undcr the disputes clause or to litigatioll or the settlement of daiml-i arising under or relating to the. pcrfornmllce of this Confract shaH he made available until disposition of such appeals, litigation, or claims. XVIII. Miscellaneous. A. Assignability. This Contract is not assignable by either party. Any use of suhcontractors by the Contractor for performance 01 this Contract must be accepted in writing by the County. B. Binding Arbitration. Any disputes artsing out of this Contract shall be suhject to binding arbitration. The parties agree that any displlles concerning the terms and conditions of this Contract shall be submitted and finally settled by arbitration. Atbitration shall be conducted pursuant to the rules of tlie American Arbitration Association and shall he presided over by the Pitkin County Hearing Officer appointed 10 arbitrate Pitkin County Contract disputes. Costs of the arbitration shall lx, awardtxlto the suhstantially prevailing party. C. Scvcrahility. If any term, seclion, or other provision of this Contract shall, for aoy rClLSon, be held to be invalid or unenforceable, the invalidity or unenforceability of such term, scction, or other provision shall not affect any of the remaining provisions of this Contract, and to this end, each term, section and provision of this Contract shall he severable. D. lntegration and Moditic<ltion. This Contract represents the entire and integrated Conlmct between the County and the Contractor and sUlX,rsedes all prior negotiations, representations. or Contract. either written or oral. This Contract may be amended only by written Contract signed by hoth the' County and the ContntClOf. E. COlltract Made in Colorado. The parties agree that this Contract was made in accordance with the luws of the State of Colorado and shall be so constlUed. Venue is agreed to be excluSlvely in the courts of Pitkin County, Colorado. F. Attorney', Fees. In the event that legal action is necessary to enforce allY of the provisions of this Contract including the arbitration described ill this =lion, the sub,tantially prevailing party shall be entitled to its costs and reasonable arromey's fees. G. Governmental Immunity. Contractor agrees and understands that Pitkin County is relytng un and doe,~ not waive the monetary l1mitatinns or terms or any other rights. immunities, and protechons provided hy the Colorado GovernmentallmrTIuntty Act, 24-10-101, et. Scq.., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees, l'urther, nothing in this Contract shall be construed 01' interpreted to require or provide I'm indemniflcatlOn of the Contt"actor by tbe County for any injury to any person 01' 'my property damage whatsoever which i, caused by the negligence or other misconduct. of the County or its agent or employees. 17 \~ H. Current Year Obligations. The parties acknowledge and agree that any payments provided for herennder or requirements for future appropriations shall cnnstitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this Contract are subject to Pitkin County's annual right to budget and appropriate the sums n~'Cessary to provide the services set forth herein. No provisions of the Contract ~halJ comHitute a mandatory charge or requirement in any ensuing fiscal ye<lf beyond the then current fbcal year of Pitkin County. l. Notice. Any notice required by this Contract shall he deemed delivered through either of the following: (I) hand delivery to the person at the address helow or (2) bl' certified first class mail. postage prepaid. return rt"A:.'dpt requested addressed as follows: I. To Pitkin County Gary Tennenbaum Pitkin County Open Space and Tnuls 76 Sel'vice Center Rd Aspen, CO 81611 with copies to: Pitkin County Attorney's Office 530 E. Main Street. #302 Aspen, Colorado S 1611 Fax: (970) 920-5198 2. To Contractor: Elarn Construction, Inc. David Heiberger POBox 13 Woody Creek, CO 81656 J Waiver No waiver by either party of ally right. t."m or condition of this Contract shall be deemed or constlUed a.s a waiver of any other right, term or condition, nor shall a waiver of any breach hcreof be deemed to constitute a waiver of any suhsequent breach, whether of the same or of a different provision of this Contract. XIX. !;;Q!!!rae!Qr'$J3-"\'.P.ffi'ie.!!t<!l!Q!l'i A. In order to induce County to enter into Ihis Contract, Contractor makes the following representations: I. Contractor has familiariwd himself with the nature and extent of thts Contract, Project. locality, tind with atllocal conditions and federal. :-itatc, and Jocallaws, ordlIlancc~. roles and regulations that in any manner may aft.."'1 cost, progreS$, or performance of Project. 2. Contractor has carefully studied the sile aod has pcrformed all oecessary iTlvc$tigations, tests, and sobsurface investigations 10 define the latent physical conditions of the construction site affecting cost, progress. or performance of Project. 3. Contractor has made or caused to he. lHndc examinations, invcstiganons. and tests and studies of such repo'ts and related data as it dcems necessary for the' performance of Project at the Contract pri<:e, within the Contmct time, and in accordance with the (Jther tcrm~ and conditions of this Contract; and no additional examinations. investigations. tests, reports. ur similar data are or wiil he required by Contmctor for such purposes. 18 \' 4. Contractor has correlated the results of all such ohservatiotls. examinations. investigations, tests:, reports and duta with the terms and cunditions of thl:\ Contract 5. Contractor has given Procurement Offlcer written notice of all conflicts, errors. or discrepancies that it has discovered in this Contract, and the wrillen resolution thereof by Procurenlc,nt Officer is acceptable to Contractor. 6. By executing this Contract, the Contrdctor represents that it has visited the site, familiarized itself with the loclll conditions undet which the f'rojecl work is to be performed (including weather conditions which can tR, expected). and correlated its observation.' with the requirements of this Contract. 7.. The undersigned representative of Contractor represents that it is an authorized representative of Contractor for the purposes of executing this Contract and that it has full and complete authority to enter into this Contract 011 behalf of Contractor. XX. counterparts. This Contract may be executed in multiple counterparts. each of which shall constitute an original. hut all of which shaH cnnstitutc one and the same document. IN WITNESS WHEREOF. the pmties have executed this COlltroct as of the date first set out herein above. CONTRACTOR Blum Construction, Inc. PO Box 13 Woodv Creek, CO 816Si,,,, ",,;' , ::::~"~'~-",,:7 ......:c.''''O'' 1("").1- 'C' ,:::::::;:4/'6~:'(':>l ;-",1.-- B- y: .-I_!>:::><i~:'- !, Name Hnro 1d F. EL.LD Title P residen t .___._..:t;1'j l~ 1 OW.., Date PITKIN COUNTY, STATE 01' COLORADO ill )(~....,=~/.=, S~<"710N A.PPR9V AI. :/ I / / f I I ..L\....\ i { ...",...L..~..._. Dale Will. Opell Space and Trails Director Date RECOMMENDED FOR APPROV AI. r\f~.... Procurement Officer G{ll~ Date 19 }~ EXHl81T A 20 ~\ ;i ;- , ~ {. ;' i ir '. !' PROPOSALSCRED~E PITKIN COUN'l'Y BRUSH OREEK TP..AIL Ol!!SCRIJ>TlON AND UNIT PRices IN WORDS UNIT PRJt;lE TOTAL PRICE lr!M eST. !::IO cry. lJNI1' 1, JOb L.S Mobilization, per IW11P sum. ;< Job L.S. COllSlructiQfl Traffic COlllrl;>l, per lump sum ,.,. ..:../ ! I (; .---iLcunp Sum .Price':W;;;:;jr--- '" Job LS, Cl",arlng<md Grubbing of all organic objects, frees, $Mnps, f(lOIs and olMr prolNdin9 pb;st'1Jctiol1$ not desi\lnated \0 remain, c'Jmplelii> sf!(J In pl.sC$, l'~f luh"';p sum. ,L.." :,''"i. '; l' f..{,w' $ ---{Lump Sumprke - Words) 4, 4 Each Ramo"e T....~s, As .called on preWIIlQ, Wort-;!o include all work pertaining to removal ~nddisp~i o~ 1reesi par each, A s, Each Remov", Ccrr"l. f'{emoval of wood, concrete !Ina meta) malerlall' and $lructureJro!')'l Trail Alignment Malenal is not to be jl1etelled. b!..~ placed Oil privalii> Properly al Ownats reqUest, ..".,.."..iL. If;A.~...,,. i" /~ {-i,l".t, ~~t - .-..,.. (Unit Price - Words) It Job LS. Remove C<>l1crota. Rl!1il1Ova! 01 ~)ct$lil\g """crele (including curb and guttar) aro:lts \lisposal ell' silO', per lump sl.Im. $ t:~'!\:rt;$-'\.f':', -u~ ~~'i:lf1';!\P~.;.l,;;:;:'r';iAN,,;',"ijO Y:~'Yj!'i!.t'l'I~l~;EsOSfJ'" i ..~ ~~ . , t:.>;.: PROPOSAl, SCHEDULE PITKIN COUNTY' BRUSH CREEK TRAIL l'T2.M eST. NO. ~Qrr. UNIT l::ll"SCR.IPTION AND UNIT PRices IN WORDS UNIT PRICE 170 L.F Reset Fence, completa and in place, per Fneal 'oot. 8. iiacn Manhole Adjustment to finish g!""8de. Comple!" and In place per each. " /.' .j 9. Cap 6"Outlets. As called for on Orawinhls, col't"lpl$!e aha in pi!!!""" p<lf ealen. 4 ,;;: 1/ ((,,~ 10 Job L S. RllGrade Driveway". Shall Include al! exc"vat,oo Jill and rostOra!i(lh "$ shewn onDI'iilwin9S complete anum place, p~r lump sum. ,J;-<,., r ,t".." !lumps~m--trjce - Wor~s)- ,;'j: $ 't 1j. 157 C,Y. UIH::fasalfl40dExcavali"n. ";;;c"V<lijel')tJlall maler!"l for paV<JoIl1eMt,roMboifc\i\l ditch uliliUe. and ail app<JrtenaTll1lefll$, to tI1<i linesiind 9r<>das of the Orawifll:ls, compl"leand iriplace. per cubic yam ; ';d '1.,;\ -- (iJn,uslice _ Wcrdsjn.. $ .-- 2t'! C, Y MUel< axca.....tion Including the removal, lu>lJllJ'\g off site arid dlSj:'lOslrlg QfexcavelJlO maieria!. compleleand in pl"ce, p9f cubic ymrd. ~,:,J'?'" i (." ._ ',c >, ,'tr . (Unit Pri<i,- Words) \;:,,~~vJ:!e'.:..J~'l \:,,;,,10; ;~~ 'l.;ti.~~ll;;l MAN"A\..19!C ~n;..;aotJl;.i::'~fXmfl+r:'$t)"j,2 ---...-- TOTAL PRICE $ " 'P , i: PROPOSAl, SCHEDULE PITKJ.'N COUNTY BRUSH CREEK'I'RAIL ---tie$Cj:lip",o~ ANt UNIT PRICl'lS IN WOill'lS ITlilM EST, .ti.O~ UNiT UNIT PRICS TOTAL 1"~It;;e 13 4555 C. Y Embankm..l1t Maleri;!l- Class 1, ~lructurall:>"'ckf!ii lor all pavement. liIi SlOPS', complete and in piace, per cubic yard. 'J 14 8000 LF Trail. Type 1, as detailed on Drawing. cOmplete In p!lilce, CQst includes, b,,\ nolllmit",\;l !o, cfsnrlrgahd grtlbbjhg, cut fillahd r.nmpacuorl, Cut Find nil not 10 exc~d '[ ,5' vertic-al irom oJJlgi!\e\ gr"do. TraileHher to' Qr 14", (U~il Price - Words) 15 329:2 l...F Trail, Type 2, asd"laUed on Omwing, complete in piaM. Cost includes, bUI I1Qt i'.mil<ld to, !;;Ieerir,g ;1lnd grubbing, cui, flB and compaction. Cut aM fill I'1ot to exceeol.5' ",-,liieal from origin,,1 grade. Trail eith,;, 1(1' Qr 14", t:",t /1. 16 130 S.Y. Geotaxtfje Filter FabriC. (rv1irali SDOX cr equj;l), complele and in place, per square y"rtl, - (Unit Price'l.Words) ll. 2034 Ton HotlaitumiltOus Pn'(ern"ntLGiR"Jl.$,,~,U!'lclu.jjng tack coals !lJ1d pri1'l1<l r:o~t, complete and il'l placa, per ion. T L, - ',"..'. .,~. '''<'''''~"'-'~k'' ':.-j. ~. ,iI! ;,......>(:_, 6:ii1it Pries :.. Words l 1,,,-.;p~'i'_~l.\&.),J. ,,,,;(I;. c.^>;"j(T'-6l'RCM-i::CT MJ\MiiV..:i;;lliJ l->,:i'!rJih.iLltfI!m<:JN.t~~~ 7.3 }~ 'f ,,; ., , ',; PROPOSAL SCHEDULE PITKIN COUNTY BRUSH CREEK TRAIL ITeM eST, NO. QTY. UNIT DESCRIPTION AND UNIT PRIces IN WORDS UNIT PRle!;'. 18 7515 Tnn Aggr"'gate Sa"" C041"$'" Class 6, forpavernenl baM, shculders, compl~t" ahd :n place, per ton, 19, 2524 Ton Cl'l.I$l\er Pines As detailed on Orowing, complete anc! ,n pll,lC@ <!nd Q'PHnilion "s per Pi/kill COtmly Tluil OQ$Jg11 ami Msniilgcmcnt Handbook. Sectk)~" 3-4 & 3-5. Re,ev$n! $ecti<;Jns in sP!'r-". ti. ,J _; ~ " , (Unit f'rie,,- Wo/'d,j 20 645 S.F. Rock RetaInIng Wall. ASd$!lilil$d Qi] Orawi1l9. tOl11p!ete and 111 place, per square foet of exposed 21. Job LS MSI!t Fl.,tainlng Wall, including instal1$tl9n and materials lor Kaysten" bloel'S i g€ogrids, Class t backfill, cap units, oomplete and in place pe' square tool cf below and abr::ve gead. wall, per Sq\Jiilro foot ~ ^,"- 22. 636 L.F. Wlllld~n Fellce (Handrail), As delalled on Drawlflg. to include pos!, foundation, rad, cO"1Plale Md In plaoe per lina,,1 foot ,C.." $ l;': l:\ftiYi\..~~-U'1 ~'$>\ C!~~lI: TO!tWRC-1R&r 'W,ri';;;A!..'.ln:. $Ghi':'tla._(:,>tl;;i\U1.';:iOSt);.7 4 -~-- TOTAL PRiCe $ s ;,( , ,j. ; f' ~ j;; ~ " ',' . i;{ ;'- PROPOSAL SCHEDULE PITKIN COUNTYBR,lJSH CREEK TRAITJ lTl!M EST. I::!Q, QTY. UNIT l)!SCRIPTION AND l,mi'r- PRICES IN WORDS UNIT PRlCI: TOTAL PRlcl' 23. 215 C.F ln1~rooptorPraln. To includ~ excavation, material, oBckfill. pip$ and all appurtenances. comph?te'anct in per cubiC foot : t, 24. 1!1-? C.Y. Rip....!>. 0(501"24". P'<lVide aiong Brush Creek .~6 Dell\.HiJ(l or Drzwings. complete ~nd tn ph1C~. per cuo;c yard. ):." -If} ,{ ,... (U111t Price.. Word,,) l.iJl C.Y. Riprap, V(SQ) =1S" Furnigh~d for eMP outlets, complete 2nd in place, tier cuqiC yard. 26, 48 LF, 1210 CMP1Inc!ud~l1g excavatloi1l bedding,ba6Rfiill ccmpactlon, pipe malerials and appurtenances, compiote and in piacE>, par linas! Iq01'. ~,f~A!, ,A'. :\A_\ 'if' _q , (U~il PHc~.. WOfasT'" 27. 92 LF, 15" eMf> Culvert, !ncludtriil excava~on, blldding, and oomp<lc\atl backfill, compl~tQ and !npillce, per iillea! loot. $ /7: -I 28 24 LF, 18" eMF' CUlvert, including excliwatil:m, cedding, and compacle<l ba~kfiil. compte!.? aM in piace. per lineal foci. ~__~..::_/: ;1 (Unit PHce - Words) ~,. >.-<'" :$ ;/ $ , i_~i-\1-')w7,;-Jf<W3, \!l1.cl~ f'J'=< ~,";~P~~f "tN"l.;AL8:C'J;;;";ff:i'Jle'PI~j(lt;";'NPffe;~ 75 ~ !. :::A' PROPOSAL SCHEDtn..E PiTKiN COUNTY BRUSH CREEK TRAIL ITEM EST. NO. QTY. UNIT t>l::SCRI?TIQN Al'll)UI'IIT PRICES I,. WORDS 29 71 l F 24" RCP, ;nclUlling "XOs'Ilill!on, bedQir,~, and compaded oackfill, cWlipfete and in place. p$r !ir.",d foot :;0: 't it. ~~ , ,j, (Unil PriC",,,: \!!Ioidsj"~-"--- Cuhtert Flared !:inti Sections, comoiote ar,Q Ir pfar:s, per ear ,h. .s. 4 E~cll 12'" Culv..rl ,",., /r ,x i~; ~/.c'<." $ ~ww<__,_,_.,_._~ (Unit Price - Word,,) b. ::, Each 1 f>" Culvert C. 2 Each 1$" CUIVl>r1 d. 6 Each 24" Culvart {?L,,cL, (unit Pnee - Words)- S1, '! EliCh BrIdge Erection 1. All CQst$ <lS$()ciatcd with placement ~f bridge sectionirtduding. but not limited to, tra"sportatlon, cranil",g and tr:<ffic control. oomplete and in place, per each. SeeUer, is tWD milasfrcm }i j , < n~(l~,::t:~C,'7:Z. ;fll:11'l';:-W: tl":U'!''ffi..~Cf 'M"4Al.'.e:t) se;';ii:oiA,f>'-INfN-fNOBf)..IJ; UNIT PRICE s , $ d / :; :':'-J ') , $' ,.j. ;! TOTAL PRICE }1 -1 >, (- PROPOSAL SCHEDULE PITKIN COUNTY' BRUSH CREEK TRlllL ITE;M l"ST, ~o, QTY. UNIT Oe~CR(PT(ON AND UMIT PRICE~ 11'1 ~OROS 32 Each BrldseErl'lct;on:/, Ail cosls associated with placermmt 01 bridge ssctiol) Inc(lldj~g, but ,.,01 llmit;!!d to, lr1lMsporlatiol! craning ""0 traffic C;6nlri?', compiete and I" place, per each. S",ctio~ is 33 mi(~S from site. t; ,1 33, Job l.S, Srjdg<il Deck. Cost to li1ciud<J Iwrnlshing 01i material and labor as per OCiblii, complete ""d in place, per !utnpsum. 34, 45 C,Y.. Abutments. CDOT Clagg B concrete, Inciuding all n~c~$sary ""alenal, I.G1l01, r"infvfcing, excavation, backfill, compaction and foundation drain:;>, cornplell3 ;and 111 place. per cubic y.rrl. 35 Job LS. Bridge /'letrofil. To Incude all h<i>Cessary I'Mterial and labof, acope a$ il1dlcated per structu'<lj plan, complete and In place, per lump sum, .....-..; $ ,;1'), 36. LF. Telephone 1..;"" relocaoon (0 maintain adequate cover, complete allY i"!flller; in 4" conduil, per 'ineal rOO! (to establish unit cost only), ",t , r . """ '-l.. ':.,,~- .. S ~ I ,...r '1 (UnitPrlce - WOlds) 1',:t~;!\X~tn .lJ!'!;il1 Cn!.!< rl~;:YRn..'Ei~r !.>4.}h'j,t:,i;.Il:; ;;tYirOi.i:'LPJf1<!NEN~_7 ,7 UNIT PRICE "I 'Li' S TOTAL PRiCe '1 -,._--,:_.'.__.._~ $ -y-' $ i ~ e' i , .~ ~ : ~.. ; , ' \" ;,i' ~ PROPOSAL SOHEDULE PITKIN COUNTY BRUSH CREEK TRAIL ITEM E.ST. NO. QTY. UNIT DESCR.IPTlONAlIlD VNIT PRICES IN WORDS UNIT PR.ICE '31, 55 LF EIlletrlc; Une reiocation to m<ain131J1 adequate cover, complete~ndlnpjace tn61 cOhduit, per I1neal fool {to establish tlbM CO$t only) 38. SO L.F, 4" l!!lectric~1 COllduit, SChE;Qule !lO or to code. (inc!ud'ng bridgE; I1Mgers on Bridge 2, comp'ere and :n pi""", per iireal foot (to e$labller, unit cost only). 39 2 Each T~I~phone P&dastal Reln;;;Il.tlnn.. Move t""ephona pedestal as caliad lor on Om'flings. Cost to include ali W!.l* pertaining 10 mOVing pedostai. comoi..l'" and in place, per """"h, r :1 41), Job I..S, lrrigathm Restoratloo imohJding ali worK to restore irrigallofl system encoUnte'<;!d throughout If'" sntir" ptoJ€ct complete and In pia"", pEr lump sum, 41. 5()()O L.F Silt Fence (~Iiowarl"es/. :nclud;;,s ell matefials a$ shown on Dotail Shoat. inelallallrm, maIntenance <lI1d remoV<J', complele and In place, per lineal loot, ;;< A (UnIt price - l"l':::~~~ ~. lMJOi'r;,,,,k "(rn"\rrt;'~;;T MAt'i;,>tl..~11.1C!'e)t(:t.$IMl.i,\t~7;a TOTAl. PRICE '~.' $ $ 'M 1''I'1:M EST. No. .tHV UNl! .;: ., PROPOSAL SCHEDULE PITKIN COUl'.'TY BRUSH CREEK TRAIL Dg9ClalI"TION AND UNIT PRICES 11\1 WO~OS UNlT PRICE 42. 5000 I..F. Regel Eldslillg SiliFGncG (allowanc",s). Incluqes all work to resel a$ shown on Detail Shi>et mstailat!on, maintenance and removaL cemplete and ih p!acs, par lil'1<;a1 foot ~\:Z':lO,;~({;m~}}, Ilf&'-i r;t~lI. f~}YR:)41C:'t MAN\1~L\eifl;j>;:;li'!b'iLc\l:.;jII'l(jN.E:'i)Bf)~ 7.9 'fOTAL PRICE jO Pursuanl to a request by the PitKin County Commissioners, lhe Undet~i9ned proposer having examined lh~ Contract Documert;;, inc!udiO\llh" sitE> of the proposed work and being familiar with conditions surrounding the construction of the proposed Project, including 1M IMililability of lmllerials and Jabor harapy proposad to fumi$h all !abor, malarials, suppHes, sel'\llces and supervision required tc perlorm the work for the proje~t identified ",bovi!! and lisled b",IQw llnd "$ detailEld in thEl Contract Document$> !'or the sum 0,;. i if' I i..'_t i ;> $ ~" ,. J ," -.j...); '.. ~ -.........--..... ---.- f I il is further understoodlhal. the right is reservsdby tM Owner to reject any and all proposals and it is agreed Ihal the proposal" m,w not be withdrawn fn, a period Of len (10) days from specified time for 'eceivil'1g prop"...ls. The un<:ler-slgne(f agrees that upon notification of acceptance Of this propo~I, It will execute a C<:>rltrad 'for the above st..ted worl< for the above compensation within the schedwled mutlJ'1l1y delBrmi"ad. Tn'" proposer hereby certl1'ies: A That this propooal is genuine and Is not ruMe in the inlet,,"'t of or Oil behaif of an undisel<:,.ed person, firm or corporation and i. not submltlP.d in conlormity wiltl ony agreement 01 rules of any group. assoclallon, or cOt'!>oraljol1, 8. That it MS not diredlycr Indirectly Induced or solicited llny other p"'posar to put in " faise proposal. c. Th,,! il has not sollc~ed or inducl$ld any person, firm. or col'P01'lllion to refrain 110111 proposing. The Proposer l!lOkocIVled9"'$ receipt 01 Addenda'" Nos 1h& right I" r"s"rved to waiVe lilll)llflfol'l'ilalilles and to l'Ojact llny Proposal_ (TYl"$!Prll1! name under all sign.awf\)S) Pated this day of OJ A-<f ,2006 SIGNATURES: r . " , ' 'e..:<<'A...TlIJJ~) If the proposai is being 3!1bmitted by a Corporation. the proposer should be signed by an officer, i.e.. President or vice-ol'\)Sident. ThesI9nlllUI'e of the officer signing shall be attested tu by the sacl'Otary and properly s0ale(LII 1M p.0>'O$aI15 being submitted (Corporate Seal) 31 \:}y an IndlvjdU~1 or a partnership, ihe proposal Sha'i .0 indicals and be properly >!igned. j'k