HomeMy WebLinkAboutbocc.con.152.2006
CLERK'S CHECK LIST
FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR
SCANNING/ARCHIVING
CONTRACT #: 152-2006
Originating Department/Division: OST
Contact Person: Gary Tennenbaum
Project Name Rio Grande Trail Paving
Phone #: 920-5355
D BOCC AGENDA ITEM
(BOCC signature required)
~STAFF AUTHORIZED SIGNATURE
(per Revised Procurement Code 7/2005)
Check procurement type:
DNone DInformal ~Formal DSole Source DEmergency DState Bid D
Check Contract Tvpe:
Dollar Amount: $375,000.00 Budget Line ItemlLedger Number 118.58.91154.86000
DServices/Maintenance
DLicenselUse
DLease
~Construction
DGoods, Equipment, Supplies
DOther (e.g. revenue)
DEmployment (for county employees)
DIntergovermnental Agreement (Requires BOCC Action)
DNon-Profit
DQuasi-Public
DGrant Agreements (Requires BOCC Action)
DChange Order/Contract Amendment
Contractor/Business (Complete Narne):Elarn Construction, Inc.
Contract Execution Date: August 9, 2006 Contract End Date: December 31,2006
Automatic Renewal (YDN~) 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
DAll Legal Descriptions Attached (if appropriate)
DNotice of Award/Proceed Attached (if appropriate)
DSpecial Instructions for Finance Department:
~Sent to Clerk and Recorder for Scanning/Archiving
~Authorized 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.
Ameoded 5-12-06
PITKI~..cQIJNTY CONSTRUCTIQN CONTRACT
Project/Purchase Contract # 152-2006
THIS CONTRACT, made this 9'" day of August. 2006. by and between Ihe Board of COllnly
Commissioners of Pitkin County, Colorado. (herl~inatkf catled lht! "County") and Flam Constructlon,
Inc. (hercinafter called the "Contractor").
L Term of Contract. The tam of Ihis contract IS ff(ltlL...__....AlIgllsl 9, 2006
... .December 31 , 2006._________.
to
1l.S;;QIle of Work and Work Seh.till!!!'"
A. To install asphilll along Ille Rio Orande Trail from the Emout Schoolhonst: to Lowt:r
River Road.
Specifications and costs are III Exhibit A.
B. All work performed under this Comract shall be done according to the following work
schedule:
Paving wllJ coincide with the completion of earthwork. More than one mobilization fnay
be nccc!o\sary to complet.e sections when they are rcady,
Ill. Payment. The Coullty agrees to pay, and the Contractor agrees to accepl, ill full payment ror the
perl'lOJ1ance of this Contract, the IOtal price uf Thrce Hundred Seventy Five Thnusand dollars
t $375,000.(0) in accordancc with Ihi, Contract, subjt:c!. to increase or decreasc in accordance wtth the
provisions of this Comract: bu!. any payment by the County may be offset by any amount the Contractor
owes the County for any reason,
t\. Payment Prn<.:cdurcs.
1. ConlraClOr shall suhmit applications hlr paymenl every ._)0 daYS.__Jor work
done to date.
2. Progre,s payments.
a. County shall make progress payments, within Ihirty (}O) days of
County's approval of Contractor's pay request.
b, If Conlraetor is satisfactorily performing this Contract. progrcss
payments shall be in an amount cqual to ninely (90) percent of the cmelllated valuc of
Bny Project work completed. less tht: aggregate of payments prcviously made until fifty
t50) percent of the Projt:ct work rcquired by thiS Contracl has been perl'ormed.
Thereafter. County shall pay all remaining prngress payments without rctaimng
additional funds, if. In the opinion \)1' the Pnx..'uremcnt Officer and C<,unty, ~ah~ra..:::\()ry
progress is being mau('; on the Project. If. in the opinion of the Procurement Officer and
County~ ~atisfa<.'tnry prngrcss is. not hdng I'Bade on toc Project. Of if claims arc hIed under
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Section 38-26-107, Colorado Revised Statutes, as amended. County may retain such
additional amounts as County may deem necessary to Hssure completion of the PrT~lect or
to pay such claims and any Procurement Officer's and attorney's fees reasonahly incuned
or to be incurred by County in deft:nding or handling such claims. The withheld
pt:rcctllage of the Contract Prict: shall be relainc'd unlil Ihc Project is completed
sahsfactorily and finally accepted by County in accordance with the provlsJOI1S of this
Contract. Progress payments shall not constitute final acceptance of the Project.
B. County shall make final payment~ including release {If retainage. 10 Contractor 1H
accordance with Ihi, Contract and Section 38.26.107. C.R.S. and Section 24-91-103, C. R.S.. a, amt:uded.
IV, Cqntractor\ Obligations.
^- Snpervision and Superintendence,
I The Contractor shall supervise and direct the Project competently and effiricntl y
devoting such attenlion thereto and applying slIch skill, and expertise as may be ncce"ary to
perform the Project in accordance with this Contract. The Contractor shall he solely responsible
for the means, methods. techniques, Se,luene'e, and proeedures of eonstruction. The Contractor
sball be responsible to sce Ihat the finished Protect complies accurately wilh Ihis Conlract.
') The Contractor shall keep a competent rei'liuem superintendent Oil the Pruject at
all times during its progress, who shall not be repla(ed without Wr1t1en notice to the County and
the Procurement Offlcer except under extraordinary cifcumstances. The superintendent wiH he
the Contractor's representative <It the site and shall have authority to act on hehalf of the
ContracfOr. All comrnunkations given to the superintendent ~hal1 be as binding as if given to the
Contractor.
B. Subcontractors. Suppliers and Otbers.
1, The Contractor shall not employ any suhcontractor. supplier or other person or
organization (including those acceptable to the County and the Procurement. whether initially or
a~ a suhstitute, agajn~t whom the County or the Procurement Otfic.:er may have rea'l:onablc
objection,
2. ll1e identity of subo.:.xmtractors, supplIers or other persons Of organizatinn~
including those who are to fumish the principal items of materials and equipment must he
submitted to the County in advance of any work pt:rformed or malerials supplied under this
Contract for acceptance by the Counly and the Procurcment omcer. No acceptanct: by Ihc
County or the Procurement Officer of any such subcontractor. supplier or other person or
organization shaH constitute a waiver of any right uf the County or the PrOCUfCfocnt Officer to
feiect defective Project work.
3. Th" Contractor shat! be fully responSlbl" to thc County and thc I'rocuremetll
Officer for all acts and omissions of the ~llhcnll1ractors, suppliers and other pt.>rsons and
organizations performing or furnishing any of the Project work undef a dtrect or indirect Contract
with Contractor JUSt as Contractor is responsible for Contractor's own acts and omissions.
Nothing in thIS Cnntract shall create any ContracUlal relationship between the County Of (he
Pf()CUfemem Officer and any such suhGnntractor. supplier or other person or organization. nor
shall it create any obligation on the part of Ihe Connty or the Procurement Ol1ker to payor to sce
to the payment of any moneys due an)' such subcuntractor, supplier or other Ix~rson or
organization except as may ntherwise be required hy Law, and Reg:ulation~,
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4. All Project work performed for Con\ractor hy a subcontractor will bc pursuant to
an appropriate Contract between the Contrat:tor and the subcontractor which spe,cifi-cally binds
the subcontractor to the applicable terms and conditions of this Contract for the benefit of thl;.~
('ounly and the Procurem"nt Ofli('er.
C. Patent Fees and Royalties. The Contraclor shall pay all license fees and rnyalt.ies and
assume all costs incident to the use in the pelfonnancc of the Project or the lTIcorpomtinn in the Project of
any invention, design. process. product or device which is the suhject of patellt rights or copyrights held
by others. Contractor shall indemnify and hold lutrmless the County and Ihe Procurement Oflicer and
11nyon" directly or indirectly employed by either of them from and against all claims, damages. losses and
exp~nses (including attorney's fees and court ensts) arising out of any infringement of patent rights or
copyrights incidental to tbe use in Ihe performance of Ihe Project or resulting from the pr<x1uct or device
not speciflcd in this Contract, and shall defcnd all such claims to counection with any alleged
infringement of such rights,
f), Permits. Unless otherwise provided ill this Contracl, Ihe Contractor shall obtain and pay
for all construction permits and licenses. TIle County shaH assist the Contractor. when nece,ssary, in
obtaining such permits and licenses. The Contractor shaUpay aU governmenlal charges and inspect;on
fees necessary for the prosecution of the Project. 111e Contractor shall pay aU eharges of utllitics for
cOllnections 10 the Pmject, and the County shaU pay aU charges of such utility owners for capital costs
relate.d thereto such 'IS plant investment f"es.
E. Laws and Regulations. The Contractor shall he famihar with and shall comply with aU
f"deral, state, and local laws, ordinances, nlies, and regulations applieahle to fUll1ishing and performance
of the Project including rule~. regulaLlons, and ordinances the County promulgates at any t.ime. Except
wherc otherwise expressly required hy applicable laws and ref,'1llalions, neither the C"unly nor the
Prncun:rncm Officer ::-;hall be responsihle for monitoring the Contractor's complianc(.' with any L,aws or
Regulations.
F. Taxes. The Cnntt1lctor shall pay all existing and future applicahle federal. state and local
sales, consumer, use and other similar taxe~ whether direct or indirect Federal exc:ise tax may not apply
to materials purchased hy the County. TIle Conlract price shall include all othcr federal. state, 'llld/or local
direct or indirect taxes, which do apply. The Contract price shall inclnde the cost of compliatKe wilh all
other l'eden!1 Laws and Regulations at no additional cost to the County (except as provided in this
Contract). The Contractur shall not be reimhursed separately for any taxes, which may apply except as
pnlVlded in this Contracl, and the Contractor shall be respollsihle for aU taxes, which may apply. The
COllnty is tax exempt from Federal Excise Tax and Colomdo State or local sales or use taxes as stated in
paragraph X of the Required Clauses. The Contractor and ils subeontractors shall apply to llie Colorado
Department of Revenue for a Certjficate of Exemption indicating that the ContnK'tor or subcontractor's
purchase of construction material or building materials IS for use in a huilding. stmctuft'. or t:ither public
work owned and used by the County <
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Ust: of Premises.
1. The Contractor shall conflllC' constrm..:tiol1 equipment. the storage of materials and
equipment and the operat1ons of workers to the Project site and land and areas permitted hy thi~
C'ontra.ct, law, ordlnances, 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. ref;ulting from the performance of the Project. Should any claim be made
agalnst the County or the Procurement Officer by any such owner or occupant because of the
performance of the Project. Contractor ~hall promptly ...eule with such other party by C'ontrad or
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otherwise resolve the claim by law, The Contraclnr shall, to the hdlest ,"tent permitted by Laws
and R"gulations, indemnify and hold the County harmless from and against all claims, damages,
losses and expenses (including, but not hmitcd to, fc"s of engineers, architects. attorneys and
other professionals and court costs) arising directly, indirectly or conS(xluentially out of any
action, legal or cquilahlc, brought hy any such other party against the County or the Procurement
Officer to the extent based on a claim arising out nfthe Contractor's performance of the Project.
2. During the progress of the Project. the Contractor shall k"ep the premises frce
from accumlllatJOns of waste materials. rnhbish and other debris rewlling from the Project. At
the completion of the Project, the Contraclor shall remove all wasle malerials. ruhhidl and dehris
from and about the premises as well as all tools. appliances, construction equipment and
machinery, temporary structure::;, stumps or portions of trees. and ~urpllls materials. and shall
leave the site clean and rc1tdy fur occupancy by tht.' County. The Conlra,:tor shall restore to
originall,,;ondition all propeliy nol designated for alteration hy this Contract.
3. The Contractor shall not load or perlllil any pan of any stl1Jcture to be loaded in
any manner that will endanger t.he structun~t nOf shaH the Contractor suhject any part of the
Projed or adjacent propeny to slresses or pressures that wi II cndanger it.
11, Safety and Protection.
I. The Contractor shall he solely responsible for initiating. maintaining and
supervising all safl~ty precautions and programs in connection with the Project. 'nlf Contractm
shall take all nccessary precautivns for the safety of, Imd shall provide the necessary protedin:J to
prevent damage, injury or loss to:
u.
who may
A1I employees in the pf(~iect area and other persons and organizations
he affected therehy;
b. All the Project materials and eqnipmenl to be incorporated th"rein,
whether in storage on or off the site; and
e, Other propeny at the site or adjacent thereto, inclnding trees, shmbs,
lawns, walks. pavements. road-ways. :-;tructUft'S. utilities and Underground Facilities 110t
designated fur removal, relocation or replacement in the course of c..'onstrudi"l!
Tht' Contractor shall be requirni t() assume ~ok and complete respoJlsihjlity for job sire
conditions during the course of construction of the Project, including the safety of aJl persons who
may enter on the job site for any reason and the security of ail property located on [he job ~ite.
This requirement shall apply at all times dnring the courses of tlte Contract and not only 10
normal Pruject work huurs.
2. The Contractor shall at all timc~ cunduct the PrOjl'ct tf1 s.uch manner a~ will incur
the least practicable interference With tmffic and existing utility systems, No ,;ection or any road
shall he closed to the pubhc, nor any ut.i1ity ~y.':.tem pUl out of service t'XI.:Cpt after permission has
heen granted by the Engineer. Eacb item of Proj"cl shall be prosecnted to completion without
delay and in no instance will the Contractor be fk'rmitted to transfer it\ forces from an
uncompleted Project to a new Project without prior written notification of the Contractor to the
l~ngine(,L Th(' C()ntral1or ~hal1 noL open up Project \\'Ol'h [0 the pn'judice or Prole,,'l work aln~ady
stal1cd,
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Unless Ihis Contract spcdlically provIdes for the closing to traffic of any local road or
highway while construction is in progress, such road or highway shall be kept opt:n to all traffk
by the Contractor. The Contractor shall also provide and maintain in a safe condition temporary
approilches, crossings, or intersections with roads and highways. The Contractor shall bear all
expcnse of mnintaining traffic over the section of road affected by the Project to be done under
this Cuntract, and of constmcting and maintaining such approaches. crossing, inter~ectlOns and
any necessary features without direct compensation, except <11' otherwise provided
The Contractor shall not close any road to the puhlic except by express permi'lsion of the
appropriate engineering authority. "lhen the road under construction IS heing used by lIw
traveling public, special attention shall be paid to keeping the subgrade and surfac'ing in slIt:h
com.lihon that the public can travel over same in comfort and safety. The Contractor shall
cooperate with the appropriate officiab in thl.:' regulatJon of traffic, If the Conlractor constructs
temporary bridges or tempurary stream crossings. its responsibility ttJr accidents shall include the
roadway Hpproaches (lg weB as the ~t.ructllres of such crossings.
The Contractor shaH provjdt.~, erect and maintain all necessary harricades, sign!';, dunger
signals ami lights 10 protC{.t the Project and the safety of the public. Contractor shall comply with
the provisions of any and all applicable Traffic Safety Manuals. which may bt: published by a
governmental entity having jurisdiction over the PJ'c~ject areu, All harricades, signs and
ohstmctions erected by the Contractor ~hall he illuminated at night and all devices for this
purpose shall he kept hurning from sunset 10 sunrise, TIle Contractor shnn be held responsible tor
all damage to the Project due to failure of barricades, signs. lights and watchmen to protect it, and
whenever evidence of snch damage IS found prior 10 acceptance. the Engim,er may orde, Ihe
damage portion immediately remowd and repla,'ed hy the Contractor without cost to tht: County
if. ill its opinion, sltch action is justitied. The Contractor', responsibility for necessary barricades.
signs. and lights shall not cease until the Project shall have been accepted.
L Shop Drawings and Snmples.
I, Afler checking and verifying all field measurements and after ,'omplying with
applicable procedures specified in this Contract, the Contractor shall suhmil to the Procurement
Officer fOT review and approval in accordance w1th the approved schedule of shop drawing
suhmissirms, three (3) f'!1J!..it;:~~ (unle~s ot.herwise specified) of all shop drawings, which will bear it
stamp ur specific written indication that the Coruractor has satisfied the Contractor's
responsibilities under this Contract with respect to the review of the submission. AH submissions
will be identified as the Procurement Officer may reqnire. The data shown on the shop drawings
will be complete with respect to quantities, dimensions. specilied performance and design
criteria, materials and similar data to enable the PnlCuremcnt Officer to review the information as
required.
2. The Contractor shall also submit to the F'rocuremem OffIcer fOf revkw and
approval with such promptness as to l:ause no delay in Project. all s~unplcs required by thiS
Contract. AIJ ~ampJe.\ will have been chC"4'ked by and aCl.:ornpanied by a speclfic wriuen
indication that the Contractor has satisfied the Contractor's responsibilities under this Comrac(
with respect to the review oftht~ suhrnission and will he identified \-'Iearly <-1\ to material, ~upplicr,
pel1incllt data such as catalog: number<.; and the use for which int.ended,
,) B(~fnre submission of each shop drawing or sample, the Contractor shall have
determined and vt.~rified all quantities. dimensions. specified penonnance criterla. installation
requirements, lnaterials, catalog numhers and similar data with respect thereto; and reviewed or
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coordinatcd each shop drawing or sample wilh other shop drawings and samples and with the
requircments of the Project and this Contract.
4. At the time of each :'iubmis'-:lon, the Contractor shall gjV(~ the Procurement
OffIcer spe(,,'itic written notic~' of each variation that tbe shop drawings or sample~ may have frorn
the requirements of this Contract. and, in addition. shall call~e n specifil.: notation to be made on
each shop drawing suhmitted to the Procurement Officer for revie.... and approval of each mch
variation,
~ Wht~re a shop drawing or sample b required by the ~pecifications, no related
Project work shall be commenced prior to the Procurement Officer's review and approval of the
shop drawing or !'.amplc....
6. The cost of furnishing all shop drawings and samples shil!l he borne by
Cunlractor.
v, PCrf9rmAPCc anu Payment Bond.
A. (,'ontractor shall furnish a performance and payment bond in the :lITlOunl of 011C half of
the total Contract valuc for an Contracts over $SO,O{)O. as rcquired by C.R.s. * .)8.26-101. et. .\("1-
An Bonds shan bt: in the form acceptable to the County. An Bonds signed by an agent must he
accompanied by a cet1ified copy or the authority to act.
B. If the surety on any Bond fumbhed by Contractor is declared bankrupt or becomes
msolvent or its right to do husincs!-\ is. terminated in any Slate or it ceases to meet the requirements of
pamgraph A of this Section, Contractor shall within live days thereatler substitute another Bond and
Surety. both of which mllst bc acceptable l{) the Counly,
VI. ll)gem!l.i.!y. The Contractor (including, hy ddinitiofl here and hereinafter, its oflicials, employees,
agents and representatives, subcontractors and suppliers), shall and hereby does release. dtschargc, indemnity
and hold harmless th(" COllnty of Pitkin and its officials, employees, agent, and representatives from and
against liahility for any claim, demand, loss, damages, lX,nalty, Judgment, expenses, costs (including costs of
if1vcstibration nnd defense), fees (including reasonable uttomey and t:.~xpcrt witness fees) or compensatif}Jl in
any form or kind whalsoever for any hodily injury. dt:alh, personal injury or propeny danutge arising out of or
in connection with any neghgent act, intentional act. error or omission by the Contractor, and for any
consequential liabillty alleged to accme against the County on account of the Contractor's al.'ts, CITnrs or
omissions; provided, however, that such indemnity shall nol be construed as an indenmily for bodily injUry or
property damage arising from the sole negligence of the County or its employees,
Thc Cnntm("tor fiJrthcr shall mvcstigate, pl'Oeess, respond to, adjust, provide defense for and defend,
pay or seul(~ all claims, denumds. or lawsuits related hl~n..to at its sole expense and shaH bear all other costs
and cxpensc~" related thereto, even if the dairn, demand or lawsuit is groundless, false or fraudulent.
VII. lrtsurance, The Contra(;tor agn.-'Cs to pwcun.~ and maintain, at its own expense, a [X'lk'y or pohcie.... of
insunmce as specitled in this section. The Contraelor shall cause any snbeontractor of Ill(' Contractor tn
procure and rnnintain. the minimum insurance coverages as specified in this. section,
A. In whole or in part. lh(~ Contractor shall secure and maintain for the term of it!'
Contraclual relationship with the County such insurance policies. from companies licensed in the State of
Colorado, as will protect itself, the County from tlaims for bodily injuries. death, personal injury or
propel1)' damage. whit:h may m~ise out of or result fTom tht' Contractor's acts, errors or orni:sslons. The
.. folluwing insurance coverage, at or above the limits indil'.ucd and including such endorst~rn('nts as an:
indicated by an "X". are required:
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St{ltutoryW(l)'ke('~' Compensation: Colorado statutory minimums
2. Commercial General Liability.... ISO 199~ FOl1n or ""Iuivalenl
(With County namn! additional insured)
Each Occurrence Limit $1,Ooo,OOO.OQ
General Aggregale Limit $2,000,000.00
Products/Completed Operations Aggregate Limit $'?"QOO,OOO.OQ
Comprehensive Form (All risks; to inclod,' (place X hy applicahlc pmvisiuns):
X.. Premises/Or",rations
Undergmund, Explosion & Collapse Hazard
..X-,- Products/Completed Operations
_x'. Contractual Liability
X Independent Contractors and Subeontractors
_X.. Broad Form Property Dmnag<'
_X_ Personal Injury
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Business Auto Coverage:
Combined Single Limit Liahility (each accident)
$!,OOOmHlO
4. Special Coverages (check as appmpriate and insert amonnt).
_x t I; Performance Bond _$1l\7,5()()...___,__...._
IA,lxlf and Matc!ial
Paymem B')nd
(2) Professional Errors and Omissions
0, Aircraft Liability
(4) Owner's PmtectiVl'
(5) Builder's Risk
(6) Boiler and Machinery
(7) Loss of Use Insurance
(8) Pollution Liability
(9) Crime, including Employee Dishonesty Coverage, or Fidelily Bond
B. Proof of Insurance:
To provide evidence of the required in~llrance coverage. copies of Cer1ificalcs of
Insurance in a form acceptable tu the County shall be filed with the County through the
Procuwment Officer, no lawr than tell (l0) calendar days prior to commen~emenl of operations
affecting the County. I'ailure 10 tile or maintain acceptahle Certificales of Insunt1lce with Ihc
County is agre.cd to be a material breach uf ,my Contract. These Certificates of Insurance' shall
(;ontain a provision that coverage afforded under the policies will not he canceled or materially
altered unless at least thirty (30) calendar days priO! written nOlicc by certified maiL rcturn receipl
requested (effectivc upon propcr maihng), has lx>en seut to thc COUttly (through the County"s
Risk Depanment), (For purposes or this provision. "matenally altered" ,hall mean a change
affecting the coverage's requlred herein. including a change (0 policy lImits as :-.ct out in the t.hen-
current policy declarations page).
Sirnul1anenu~ly with the Ct'rtincates of insurance. the Contractor shall file with the County, through
the Procurement Officer ,and prumptly ulx1ate. a') nece..,~ary}. a certifkd Slah.:':J1)ent as tn daiInk pending
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against the required coverages, reserves established un account of such claims. defense I;osts expended and
amounts remaining on policy limits.
2. In addition, these Certificates of lnsumnce shall cnnlainlhe fnllowing clause"
3. The clause "other insurance pruvisions," in a polil.:Y in whlch the County of
Pilkin holds a Certificate, shall not apply to the COUllty of Pitkin.
b. Tht: insurance companies issuing the policy or policies herellndcr shall havt:
no recourse again~t the County of Pitkin for payment of any prerniums or for as;.;eSSfllcllt~
under 'my fom} of policy.
c. Any and all dedueliblcs in the abovt:-descnhed insurance policies shall be
"ssun1e,1 by and be for the amounl of, and at the wk' expense of the Contractor.
d. L<lcalion of operations shall he: '"all operations and locations al which work
hn the referenced Project is heing done.'"
J. Ccrtlticates of Insurance for all n:~ncwal policies shall be dellvered to the County':-,
Repre~enlative at. least fifteen (15) di1Ys prior to a policy's expiration dat.e excl:p1 for any polley
expu'ing on the expiration date of this COlllract or thereafter.
4 The County reserves. the right to request and rect..~ive a copy of any policy and any
policy endo1"sen1ellt at any time during the tcrm of Ihis Contract.
Vlll. Exc.m()li"ns and Preferenct:s.
A. All purchases of constnl{.'tion or building or any other materials for any Contract shall nut
include Federal Excise Taxes or Colorado State or local sales or u"e taxes. Pitkin Count)' is exempt from
such taxes under wgistration numbers 98.02624 and 84.78tX)O.5K.
B. Pursuant to statt: statute and to the ex lent lX'rmitted by law, Colorado labor shall be
employed to perl'ormlhe Proj<x't to the cxtent of not less than eighty percent (80%) of each type or clabS
of lahor employed on such project; excepl for highway constroclion, which is subject to C.R,S 43-2-208,
whICh providcs that alllal~)rers shall be bona fide residents of Colorado with a p1"cfercncc to residents of
the County where the Project is performed.
IX. ProtIXtlon and Restoration of Property and Landscape;JI40J,[\fgJJ~.MJllcr.mj~.
A. Protcetion and Restoration of Propcny and Landscape.
I. The Contractor shall be responsible for the preservation of all pllblic and pnvate
property and shall protect carefully from disturbance or damage all land and property and shall
prolect carefully from disturbauce or damagc all land and llIonuments and property marks uulil
the Procurement Officer has witnessed or otherwise referenced their location and shaH not
remove them until directed.
, The Contractor shall be re~ponsibJe for all damage or injury to property of any
<:haracter, during the proseclltion of the Project. resulting from uny act.. omission. neglect, or
miSt.'ondlK't in its Jlli.lJH1Cr or rnethod of executing the Project, or at any time due w defe..ctivt'
Pn)jtx::t work or materials. and said responsibility shall not be reJea..'\ed until the proje<.::t shall ha \Ie
heen completed and accepted.
8
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1
J. \Vhen or where any direct or indirect damage or injury is done to public or
pri vate property by or on account of any act. omjs~ion, neglect. or misconduct by the Contractor
in the execution of the Project. or ill consequence of the non~execution thereof by the Contrw.'tor,
it shall rc:-.;tore. at its own expense. such property to u condition ~imilar or Ct]uaJ to that existing
hefol'e such damage or injury was done, by repairing, rebuilding, or otherwise restoring as may he
directed, or it ({hall make good such damagt~ or injury in an acceptahle manner
4, Materials storage, equipment parking, vehicle parking and stockpiling excavated
rnat"rials shall be allowed only in thos" areas designated hy the ProcummeOl Officer.
5, If the Contractor dislurbs any of the landscape not called for removal. it ~hall
restore tho~e areas as directed by the Procurement Officer at the Contractor's expense,
B. Hazardous Materials
I. The County shall not he rcsponsible for Ihe cost of and the removal or clean up of
HnZHl'dous MatenaJs found In any materials hrought to the Pro.icet \.lite, after the Project site is
turned over to the Contractor.
2. The Contractor sllal1 provide the Procurement Officer with it written l'ertification
each time materials or equipment is brought onto the Project ~ite that such materials or equipment
do not contalll Hazardous l\1ateriat.;;,
X. County Work at the Proiect Site.
A. Tltc Coonty may perform other work related to tlte Project at thc site by Ihe County',
own forccs. huve othcr work performc.d hy utility owners or let other direct contracts Iherefor which shall
contain terms similar to these. The Contractor shall perform and coordinate its activities with other
Contractors to avoid conflict and minimize disruptions,
B The Contractor shall aflord each utility owner and other Contractor who" a purty to suclt
a direct contract (or the County if the County is performing the additional work with the C')llllly's
employees) propcr and safe acccss to tltc sitc and a rcasonahle opportunity for the introduction and
sl:orage of matctials and equipment and the execution of such work, and ~hall properly connect and
coordinate the work with theirs. The Contmctor shall do all cntting, fitting and patching of Ihe Projcct
that may be required to make its several parts come together properly and integrat" with such other work.
Tbe ContmclOr shall not endanger any work of others hy cutting, excavating or otherwisc altering their
work and will only cut or alter Iheir work with the written consent of Procnrement Officer und thc others
whose work will he affected. The duties and responsibilities of Contractor under this pamgraph are for
the hencfit of such utility owner~ and other Contractors to the extfnt that there are comparable provi~ionl'i
for the bcneftt of thc Contractor in said direct Contracts between the County and such utility owners and
other Contractors.
C If any part of the Contractor's Project depends I{)r proper execlllion or resnlts npon the
work of any such other Contractor or utility owner (or the Cuunty). the Contractor !:'h~lll inspect and
promptly repOlt to th" Procllr"mem Oft1cer in writing any delays, defects or dericil'ncies in slIch work
that render it unavailablc- or uns.uitable for such proper execution and results. The Contractor"s failure to
report' such conditions willl,.;onstitute an acceptance of the other work as fit and proper for integration
with the Contractor's Project except for latent or non'"apparent defects and deficienCies in the other work.
Xl. Changes in the Proiect.
9
It
A, The County may~ from lime to time. request changes ill the scupe of scrvkes i'Jf the
Contractor to he performed hereunder.
B. The following procedure shall be followed for the County notifying the Contractor of
proposed County initiated change:>.. 'rhe Procurement Officer shall issue a notice informing the Contractof
of a planned changt~ in the Project and its scope. and requesting the Contractor's detailed price proposal.
The Contractor shall submit a prlced proposal for performing the proposed I..'hange in the Project.
I. Written Notice of Change. A Written NOliee of Change may be used when:
tL The County determines that the Cnntructor must proce('dimmedlalely to
perform a <.'hangc in the Project in order to aV(Jid an adversl..~ lrnpact on th(.' schedule or
uther unchanged Projcd. and sufficient time is not available to negotiate ;Hl adjustmel11lO
the Contract price or Contract time; or
b. The County and Contractor have not completed their negotiation and
reached Contract on all of the terms (If a Change Order, bm the County requires the
Cont.ractor to proceed without su(,.:h Contract.
2. Change Order. When the Contractor and the Courtly reaeh Contracl on the
adjustments to thc COl11raet price and/or Conlmct time, such Contracts shall be promptly recorded
in an ",,,cuted Change Order.
3. Contractor Change Request.
a. If the Contractor: (i> receives any oral or written inslnll'tion:'i, directives
or interpretations of Contract Documents, or delenninaHon" from the Procurement
Officer or. (ii) identifies what it believes arc design errors or omissions in the Contract
Drawings or Spl'dficati()n~. or (iii) L'flcounters a differing site cnndjtion; or, fiv) is
delayed in the progress of the Project; or, (\0') hecomes aware of any other matter or
circumstance which it believes would require a change in the Contract Price or Contract
Time, th" Contractor shall give the Procurement Officer prompt written nor.icc of such
matlers in a letter or notiee denominated "Contmetor Change Request",
o All Contmetor Change Requests shall be dated, numbered sequentially,
and shall descrioe the action or event whieh the Contractor bdievcs Il1ilY require an
extension in time or price, The Contractor shall abo provide descriptions of possihle
Contractor actions Of solutions to minimize the cost of the Contractor Change Request
and, provide an estimate of the adjustment in the COlllra<:t price and/or Contract tillie,
whicll it believes is appropriate.
c. With respect to orders. instnlctlon~. directjve~, interpretations.
determinations, or the discovery of any error:'-; or omissions in this Contract, lJ Contractor
Change Request shall b" suhmitted before the Contractor acts on them, but in no event
more than lfLUJJllfj}l1St.'.CllJive .cale!1f/gr !1.<JYI after they were received or discovered.
d. \\-'ith re~pt'.ct to any differing site conditions, a Cuntractor Change
Request shall be submine,d before the condition!; are disturbed. but in no event more than
ten I/U} (;onseulliv(' qll(!ndacd(JJ.~\ after th0 conditlOlh arc first discovered,
10
If
e. With rcspccl to delays, a Contractor Change Request ,hall be submitted
as soon as tht' Contractor has knowledge of the delay. but in no evenl more than .Ten (/(!.1
consecutive calendar da)',':.' therefrom.
f. With respect to any matterloi or circumstance which the C'ontractor
believes would require a change, including delays, a Contractor Change Request shull be
suhmitted as soon as the Contractor has knowledge of the matter or circumstance. hut in
no event more than tC1L{!J)1^JZQtJA'€TYliye calendar days after the Contractor becomes
aware of such circumstance or matter.
4. Down Time. The Contractor may be granted time extension for dowll tirm: No
other compensation of any kind shall be made 10 the C\1ntrador for down time. Equipment
failure. lack of adequate labor or tools or materials to perform the Pn~jccl shaH not constitute
dov,'f} lime
5. Submittal Requirements and Waiver of Claims
a, If the Contract.or do", not submit a Contractor Change Request within
the time required above, any action by the Contractor related to such order. direction.
instnlctlon. interpretation, determination, design error or omissi un, Of other matter.
including delays or differing site conditions, will not be considered hy the Cnunty as it
change to the Project and the Contractor waives any claim {-~)r an adjustment 011 the
Contrm;1 price 01' the Contract time.
b. The Contractor shall. at th(~ time a Contractor Change Request is
suhmitted provide the Procuremcnt Officer with a complete and itemized proposal of
Contmct price and time adjustments. The proposal shall also eontain a detailed
explanation, citing all applicabl" provisions in this Contmct, which supports the
Contractor Change Request. ]1' the Contractor does not submit its itemized proposal
within the time dcseribed above or within snch extension, whieh the Procurement Officer,
in his/her discretion may have granted in writing. it WalV~S- any claim for nn adjustment in
the Contract price or Contract time ari~ing out of the ad or event dc:;.cribed in the
Contract Change Rcque\Ol.
c- If a Contrt1Ctor Change Request is denied by the Procurement Ufflcer, In
whnk' or in part, there shall be no claim for an increase in the C<mtract pnce or Contract
time arising out of the U('t or event described in the Contractor Change Rcquc!-;l.
XII. Warrantv and OUManl,e; Tests illld lnspeetion~;J;;S!rreetio.n, Removal or AC~~11J;<.m&_\1!.:11<!ll'Ctive
PrllitcLWork.
A. Warranty.
1. The Contractor warrant~ and guarantee~ 10 the COUl1ly that all Project work, whelhcr
supplied, furnished, instlllled, provided, or performed by Contractor, a subeontractor, or supplier, will
be in "('",,rdance with this Coutract and will not be defective. Projecl work shall Ix' perlofllll,d ill a
skillful and workm.mlike manner. Except where longt;.~r periods of warranty are indk.:ateti tor certain
items. Contractor warrants Pnriect work. wht'ther furnished. installed, provided, performed or
supplied by Contractor. a suocontractor or supplier. to be free from fault.y rnHtt"dals and
workmanship for <i period of not k's~ than hvo r2} Year" from date of f:inal Payment. which f~ELL;V
'years period shall be covered by the Bonds as spel'ified in this Contract Landscaping repla(.'cmem
shall he waIT~Ulted for two (2) growing seasons,
11
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2. Wilh respect to all warranties. express or implied, from st1bcontractor~,
manulacturers. or suppliers for Project work pert()l'1OC"<:l and mat"rialx furnished under Ih" Contract,
t.he Contract.or shall:
a. Obtain all w;:munties that would be given in nonl1al commercial practice,
To the extent that the subcontractor's, manufacturer's, or supplier's, standard warranty
exceeds lhe minimum County requirements as set fonh in this SL~tion or elsewhere in this
Contract, the subcontmctor's, manufacturer\. Of supplicr's standard warranty shall apply.
b, Hcquirc all warnmties to be executed, in writing, for thl;." benefit or the
Coumy, if dir"ctcd by the Procurement Ofticm: or
e. Enlorce all warranties for th" benefit of the Counly. if directed by the
Procurement Ortlcer.
d.
the CnUJl( y.
Assign all wao'atlties and guamntecs in writing to the County upon the request or
3. Notwithstanding anything to the .contrary above, Ihe Contractor shall warrant thaI all
equipment which is incorptJrated mto the Pn~i,:x:t or any subsystem shall be new, fft."(' from liens ~uld
defects in design, havc clear title, be free hum faulty material, and workmanship, and shall conform
in all ",speclS to the teolls of this Contract. to the drawings issued for manufacture by the Contractnr,
and shall be in eonformancc with thc thos" technic,,1 specification, provided in Section II IScope of
Work) of this COnlrad and COlltmclOr', Proposal. Unlt:ss the warranty period is otherwise extended
or modifled, the f()lIowing wamlnty shall apply. If within five (5) Year.< fmm the date each piec<' of
cquipment incorporated into the pf(~jeet or any subsystem is ace"pt"d by the County. it appcars that
the equipment or any part thereof does not conform to the above warranty and guamntCt~ provisions,
and the County so notifies the Contm.ctor within a reasonable time after ils discovery. the Contractor
shall Ihereupon promptly correct such nnnconformity to the satisfaction of the County, at Ihe
Contractor's sole ex~nsc; failing which the County may reject the item and cover by purchasing
.substitute itenl"i or the Cuunty may proceed to make COfre(.'t.ions or accomplish the CX)Jltractor'.s
pert'ormance by the most expeditious means availahle, thc (:ost of cover or correction shall be
charged to th" Contmdor.
a. 111e preservation, packaging, packing. and marking, and the preparalion for,
and melhod of, shipmem of such equipmem shall confoml to the requirements of this
Contract.
b. When return, <.'orrcctions, or replacement is required, transrxxtation chiJrges
and responsibility !,)r tbe supplies and equipment while in transit shall be bome by the
Contractor.
B. Access to ProjCl.'t. The Pnx;uremcn1 Officer and the Prol.:uremcnt Officer's repn:selllativcs.,
other representl1tives of the County, testing agencie~ and govclilmental agencies \vith jurisdictl{ll1al Infert'sts
shaH h;:l\'c a<.'ce:-;~ to the Proje<..1, at any time for their observation, inspecting and testing. Contra(:tor shall
pmvidc proper and safe conditions for such access.
C Te:,;ts and Inspections,
12
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I> The Contrw.:tor shall c(x)pcrate with material testing persons and finn,-, and for
required inspections, and compliance and approval tesls for the wurk performed hy the Contractor or
its subcontractor.
2. If any laws, ordlllances, mlcs. regnlations, code or order uf any public hody having
jurisdiction requires any Project work (or part thereof) to specifically lx, inspected, testod or
approved, the Contractor sl",1I assume full responsibility thereforc, pay all en,t, in connection
Iherewith and fnmish the Procurement Offiecr the required certificates of inspection, testing or
approval. The Contractor shall also he responsible f'lf and shall pay all costs in connection with 'my
Inspection or re-testing required in connection with the County'\. or the Pf(x::urernent Officer>';
acceptance of a supplier of materials or equipment proposed to he incorporated in the Project. or of
materials Of equipment submitted for approval prior to the Cnntmctor's purchase thereof fOl
incorporation in tht: Project. The cost of all in'ipt."Ctions. testing, re-testing and approvals in addition
to the above which are rcquired by Ihis Contract shall be paid hy the Contractor (unless otherwise
specifiedl. The County will conduct and pay j()f the confonnanct: tests on materials installd in.
place, and the ContraclOr shall pay t'lf re-testing of all failing and non-conforming materials
thereafter,
3. All inspections, It:sts or approvals other than thoSt: requir<:d by laws, ordinances,
1111e. regulations. code, or order of any public hody having jurisdiction shall he perfotTIlcd by
organizations acceptahle to the Procurernent Officer.
4. If any Project work (including the work Df otbers) that is to he insp'-':tcd, teslt:d or
approved is covered without written concurrence of the Procurement' OfHcer. it must I:x~ uncovered
for observation. Such uncovering and testing when required by the Procurement Officer shall he at
the Contractor's cxpensl',
5. Neither ohservations by tht: Procurement Officer nor inspe.ctions, tests or approvals
hy other;; shall relieve the ('ontmetor from the Contractor's ohligations to perf(mn the Proje<:t in
aecordance wilh this Contm"'.
D. Correction or Removal of Defective Work. [, reqnired by the Procurement Officer or the
County, the Contractor shall promptly, as directed. either com. oct all defective Proje<:t work. whcther or not
fahnmtt:<l, installod or completed, or, if thc Project work has heen n:jcctd hy tbe Proeurement Ot1icer or the
County, n.:tnOvl' lt from the sik~ and replace it with non~defectivc Project work. The Contractor shall tX?;tij' all
direct, indirect and consequential co~l~ of such correction or removal (including bUl not limited to fees and
charges of engineers. architects. attorneys and other professionaJs) made necessary thcreoy.
E. Correction Period. If within two (2) Years after the date of Final Payment or such longer
period of time as may be presclibed by laws or by the lemlS of MY applicahle special guamntec required hy
tbe Contract Do<:ument' or by any specific provision of the Contract Documents, any Project work is found
to he defective, the Contractor shall promptly without cost to COllmy and III aecordance with CowJty's written
instructions, eilher com'ct such defective prnject work, or, if it has heen reJected by County, rctlluve it from
the site and replace it with non.defecli ve ProjccI work. If the Contraetor docs not promptly (within sevt:n (7)
days for receipt) comply with the tetTI1S of such instructions, or in an ernergency where delay \vould cause
serious risk of loss or damage, the County may have the dcfecti vc pl(~ject work corrected or the rejected
Project work removed and replaced, and all chroct, indirect and consequential costs of slIch removl:ll and
replacement (including hut not limited to fet...!o; and \..'harges of englOcen;" archItects, attorney-; and other
pmfl.:;ssionals) wlll he paid by the Contractor Cuntractor shall also pay for any damag(~ tn other Pf(~k.cl work,
other property, or person. which occurred as a result of the defective Project work,
13
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E County May Correct Defecttve Work. If the Contractor fiiils within [gll (10) COIlS'''JiU''5'
f:~-l!NUkJ.r...!lYJ:~~ after written notice of the Procurement Officer or the COllnty to proceed to correct and to
com'Ct defective Project work or to remove and replace rejected Project work ILV required by the Procurement
Offieer or the County in accordance with paragraph F of this St:ctton. or if the Contractor fails to Ix'rforru tbe
Project work in accordance with the Contract Documents, or if the Contractor fails: to comply \vith any other
provision of the Contract [)()Cuments. th0 County may. after seven days' written notice to the Cunlmctnr.
correct. and rt~medy any such deficiency. In exercising the rights and relTlt~dj('.s under this paragraph the
County shall proceed expeditiously to the extent neee"ary to complete corrective and remedial action. The
County may exclude the Contractor trom all or part of the sitt\ take posse~sion of ail or part of the Project,
and suspend the Cuntractor's se.rvice~ related thereto, take possession of tht: Contrat'tor's tools, appliances.
constmctlon equipment and machinery al the sit.e and incorporate in the Project all materials and equipment
stored at the site or for whicb the Counly has paid the Contmctnr but which are stored elsewhere. 'Ilk'
COlltrador shall allow the County. the County's representatives. agents and ernploycc,,; such acce~s to the "jte
as may be necessary to ennblt: the County 10 exercise the rights and remedies under this paragraph. All
direct. indirect .md consequential co~t~ of the County in exercising slIch rights and remedies will be charged
against the Cnntmdor, and a Change Onlcr will he issued by the (\mnty incorporatmg the necessary
revisions in the Contract price. Such direct, indirect and Lool!.cquentiul costs will incJude hut not be limited to
fees and charges of enginecr~, architc,cts. attomcys and other profes.'Oionab, all court costs and all C()st~ of
repair and replacelT1t~nt of work of others destroyed or damaged by correction, removal or replacement of the
Contractor's defective Project work. The Contractor shall not be alhl\.\'ed an extension of the Contract time
hecause 01 any delay in performance of thc Projcct work attnbutable to the exercise by th,' County of lhe
('ounty1s rights and remedle~ hereunder.
XII. 1iQV1,l.vted Damages.
A. Time for Completi<m. It is hereby understood and mutually agreed, by and between thc
COl11raelnr ltnd the Counly, that tbe date of beginning Project work and Ihe time of completion as specilied
herein are essential conditions of the Contract. The Contractor agrees that said Project shall be prosecuted
regnlarly, diligently, ,md at such rate of progress as will ensure eomplelion within the timets) specilied. h is
cxprcsvly undcr;;tood and agreed, by and betwet:n lhe Contractor and the County, that the timets) for
completion of tbe Projcct described herein are reasonablt, tinlets) for the complelion of tbe Project, taking
into considemtion the average climatic condition, prevailing in the locality of the Projt.'CL
B. Time IS of the Essence to the CuntracL (t is -further agreed that time is 01 the e~senc(' in
completing lhe Project, and that lhe Project Work Sehedule and all dates set forth therein and where in this
Contm<.'1. an additional time is allowed for the completion of tht' Project, the new tirne litHit fl.Xt'd by ,>ueh
extension shall he of lhe essence of the ContraL'!.
C. Liquid:aed Damages. Completion of the Projeet is of paramount importance to the County.
If any JXlI1ion of the Pn)ject is not completed in accon.lance with any time extensions grante<.l hy the County,
the Counly will sulfer damage, the extent of whieh will be impractieal and extremely dlilicult to t:stimate
a(,~curatejy Therefore, as part of the consideration for ex('(;uting the Contract. it is herehy agreed that the
Contractor shall pay to the Connty the liquidated damage amounts specified in the Contrac!. Thiv particular
proviSIOn shall not he construed as a penult y upon said Contractor for fail iug fully to complete said Project as
agreed in the Proposal and thi, Contract nor is it intended, but as Liquidated Dmmges to compensate the
County for all costs incurred as a result of such breach or Contract.
D [)e1ays in P:n~iect Completion of Constmction Phase. Sub.ject to the terms of "ExclIsahle
Delays!!, as contained in paragraph J(5) of this Section. the Contractor expressly agrees to pHy the County as. a
rca<.;onahle estimate of just compensation for damages contt~l11plated \'vith the clause. the amount set forth in
the Llquidat\.'Xl Damages Form for each consecutive calendar day that completion is delayed in the
t:onstmction of the PrqjecL
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E. Excusahlc Delays - Force Maleure. If, by reason of Force Majeure. ;my party hcrcto slutlllx'
rendered unable wholly or in part to <'arry oul its obligations under this Contract then such party shall give
notice and full particulars of slIch Force Majeure in writing to the other party within a reasonable time after
()(x:urrencc {}f the event Of cause relied upon, and the ob1igation of the party giving such nmice. so hlT a~ it 1:';
affl"Cted hy such Force Majeure, shall be suspended during the continuance of tht: IIahiJity then claimed, bot
for no longer period, and any such party shall remove or overcome such inability with an reasonable dispatch.
The term Force Majeure as employt:d herein, shall mean acls of God, strikes. lockouts, or other industrial
disiurhances, acb of publIc enemy, orders of any kind of the Government of the United States or the State of
Colorado or any politicaJ subdivision, except the County, Of any civil or military authority, insllmx:tion, riots,
epidemics, landslides, hghtning, earthquakes. fires, hwricanes, storms. floods, washouts, drnnghts, arrests,
restraint of govcmmcnt arld people. civil disturbances, explosions, breakage or accidents to machinery.
pipelines, or canals, ur other cau",s not reasonahly within tbe eonlrol 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 tt",
party having the difticulty. and that tl", ahove requirement that any Force Majeure shall be remedied with all
f('llSOnahle dispatch shall not require the settlcment of strikes and lockouts by acceding to II", demands nf the
opposing party or partIes when sueh settkrr",nt Is unfavorable to It in tbe judgment of the party having the
difftclllty.
F. CumulatIve Remedy, '1'11e liquidated damages referred to herein arc intended to he and aft'
cumulative and shall be in addition to every other remedy now or hereafter enforceable at law. ill equity. by
statute, or under Contract.
XIV. TermInation of Contract.
A. The County may tt'.rminate this Contract upon tIlt': (,.K:cuo-eJlCC of anyone or more or the
following events:
]. If the Contractnr conllllenet's a volumary ease under any ehapler (If the Bankmptcy
Code (Title lI, United States Code). as now or hereaHt'r in effect, or jf Contractor take~ any
equivalent or simi!nr action by filing a petition or othcrwisc undcr any other le,k"nl or state law in
effect at such time rclating to tbe bankmptcy ot Insolvt:ney;
2. If a petition is filed against Contractor under ;uty ehapter of the Bankruptcy Code as
now ot hereafter in effect at the time of l1Iing, or if a petition is liIed seeking any such equivalent or
similar relief against Contractor under any other federal or state law in effect at the time relating to
hankmptey or Insolvency:
3. If the Contractor makt'>s a general (t,"'Isignment for the benefit of <.:rcditors~
4. If a trustee. receiver. custodian or agent of Contractor i~ appoimed under applicable
law or under Contract, whose appointment or authority to take charge of pmrcrty of Contractor i~ for
the purpose of enforcing a Lien against such property or for the purpose of gent.'ral administration of
stich property I,,, Ihe hendit of Contractor's creditors:
5. If the Contractor persistently falls to perform the Projed in accordance with this
Contrael incloding but not limited to. failure to supply sufficlt:ut skilled workers ()f sui"lble IllUterials
or t:qmptllCl1t or failure to adhere to the work schedule estahlished in this Contmct;o
6. If the Contractor disregards laws. ordiwuH.'cs. mles, regulations, or ordt:rs of any
puhlic hotly having jurisdiction:
15
It
B. Termination Prior to Expiration of Contract Term. The County has the tight to termlnate
this (:ontract, with ()f without cau~c, by giving written notict~ to the Contractor of slIch termination and
specifying thc ctleclive date thereof. Such notice shallll<: given at least h'n ()O) days hdore the effective
oate of such termination. In such event all finished or unfinished documents. data. studies and reports
prepared by Ihe Contractor pursuant 10 this Contract shall become thc COUnty's property. Contractor shall
be c.lltitled to receive compen.sutiun in tHx'ordance with the Contract for any ~atisfadory Project work
eompleled pursuant to the terms of this Comraet prior (0 the date of termtllation. Not withstanding Ihe
above, Contractor shall not be relieved of Iiahillty to the County for damages sustained hy the County by
virtue of any breach of the Contract by Ihe Colllraclor.
IV. )ndW.t!ldent Cuntractor Stjl.m~. It IS expressly ilCknowledged and understood hy the parties that
nothing in this Contract shall result in. or he eonstrlled as estllblishing an employment rdationship, The
Comrac1or ;'ihaH he, and shall pctform as, an independent Contractor who agrees to use its neSl efforts to
provide the Project 011 behalf of the County. No agent, employee. Of ~crvant of the COl1tfa(.:ttJf shall be, or
shall be deemed to be. the employee, agent or servant of the County The County is in1eresle<i only in the
results obtained under this Contract. The mmmer and means of conducting the Proje.ct are under thc ~ok
control of the Contractor. None of the henetits provided by the County to its t"mployee-~ including, hut not
limited to, workers' compensation insurance lUld unemployment in'lurance. are available from the County to
the el'nploYet's, agent<;, or servants of the Contractor. The Contractor ~hall be .solely and entirely responsible
for its ads and for the acts of the Contractor's agents. employees, serv:mts and subcontracton dunng the
pcrform'illce Df the Contract. The Contractor, As An Independent Contractor, Shall Not Be Entitled To
Workers' Compensation Benefits And Shall lie Ohligated To Pay Feder.d And State Ineonle Tax On
Any Moneys Earned Pursuant To The Contract.
XVI. rnf11l'llt~tjQ!1'y'j'J)!!!f'.
A. When any period of time is rcfened to In thi~ Contract by da'y~. it will bt~ COUlput(.{! In
exclude the Jirst amI include the last day of such period. If Ihe last dI'Y of an) such penod falls 011 a SaturdHy
or Sunday or on a legal holiday, slIch day will be Oflliuc'.d from the cnnlputation.
B. All times stated iu this C"nlract are of the "s",ncc.
XVII. Records and CosU:TIcloLI).Q,t;\.
A, The Contmctor shalt maintnin in a safe place at the site one record copy of all Drawings,
SpecificatIOllS. Addenda, Written Am"ndments, Change Orders, ProjeAOt Directive Chang"s, Fidd Orders
tmd written interpretations and clarifications in good order and annotated and updated weekly to shov.' all
changes made dnring construction. These record documents together wilh all approvcd samples will he
availahle to the Procurement Offic~~r for reference. Upon completJon of the Project, these l\'cord
documcnts and samples will be delivered to the Procurement Offlcer for the County.
B, The Contractor shall maintain aU data and rccords pertinent to tlle Project perti'rmcd unde!
this Contract in a~cordance with generally accepted aCI.:ounting principles. iUld shaH pn~servc and make
availahle all data and records umillhe expimtion of Ihr"" f3LJ'J!ar.~ from the date of linal payment under this
Contrfll..'t or for ~uch longer pCl1od, if any, as i~ required by applicable statute or by other mlicle~ of this
Cnntract. The COlInty shall have access to all snch data and records f<Jf such time period toinspecL audit and
Ilkl.ke -:"oplcs then'of during nom1a] husiness hours. The Contractor covenants. and agrees that it shall require
that any subcontractor utilized in the performance of this Contract to permit the authorizeu representativ('s of
the COHill)', to similarly im..pect and audit all data and records of said suhcnntnu:lor, rdatlllg to the
pelfurmallCi.~ of said suhcontractors under this Contract for the smne tIme perind,
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C. Records pertaining to appeals under the disputes claust: or to litigation or the settlement of
claims arising under or relatiug to the perfonnance of this Contract stlllll he roode available until disposition
of such appeals. litigation. or claims,
XVIIL Miscellaneous.
A, AM,dgoahility. This Contract is not assignable by either party. Any use of subcontractors
hy the Contractor for perforrnance of this Contract must he aCl:cptc.d in \\'l'iting by the County.
B. Binding Arbitration, Auy disputes arising out of this Contract shall be subject. to hlnding
arbitration, The partics agree that any disputes (,xmcerning the terms anu conditions of this Contract shall
be submitted and ttnally settled by arbtlration. Arbitration shall be conducted pursuant to the mles of the
American Arbilration ASSOCiation and shall be presided ovt:r hy the Pitkin County Hearing Officer
appointt:d to arbitrate Pitkin County Contract disputes. Costs of the arhitration shall he awarded to the
substantially prevailing party.
C. Severability. If any tt'rm. section, or other provision of thIS Contract shall. for any
reason, he held to he invalid or unenforceable, the invalidity or unenforceabllity of such term, section, 01'
other proviSion shall not affect any of the remaining provisions of thiS ContnKL and to thi:>; end, each
tenn, section and provision of this Contract shall be severable.
D< Integration and Modific~'ltjbn, This Contract represents the entire and integrated Contract
Ix:tween the County and the Contractor ~md supersedes all ptior negotiations. representations. or Contract
either written or oral This Contract may be amendt..-xI only by written Contract signed by both fhi' County
and the Contractor.
E. COnO"Hct Made in Colorado. The parties agree that this Contract was made in accordance
with the laws of the State of Colorado and shall be so constmed. Venue is agre"d to bc exclusively in the
courts of Pitkin Connly, Colorado.
F. Attorney's Fees< In the event that legal action is: necess<-u''y to enforce any of the provisions
of this Contract including the arbitration described in this ,,'ction, Ihe substantially prcvailing party shall he
entitled to its cost~ i:md reasonahle auomcy's fees,
G, Governmental Immunity. Contractor agrees aod understands that Pitkin County is
relymg 011 and docs not waIve tht", monetary Ihnitations or terms or ~U1y other rights. immlmhics, and
protections provided by the Col()rado Governmental Immunity Act, 24-10-101, er. Scq., CR.S.. 'e' from
time to time amended. or otherwise available to Pitkin County or any of its officers, agents or employees,
Further, nothing in this Contri!Ct shall be conslrued or interpreted to require or provide for indemnittcation of
the Contractor by tht: County for any injury to any person or any property damage whatsoever which i,
caused by the negligence or o1hcr misconduc1 of the County or its agent or empJoYL'eS,
H, Cnrrenl Year Ohligations, The pat1ies acknowledge and agree that ally payrncnb
provided for hereunder or requirements for fulure appropriutions shall con~titute only currently budgeted
expe-nditures of Pitkin County. Pitkin County's obligations under this Contract an:' subject to Pitkin
County's annual right to budget and appropriate the sum" necessary to provid(~ tht.' services set forth
herein- Ni.) provisions of the Contract shaH constitute a mandatory charge or requirement in any ensuing
fiscal year beyond the then current fiscal year of Pitkin County.
L Notice, Any notice required by this Contract. shall be deemed delive.red through either of
the following: (1) hand delivery to the person at the address below or (2) by certiIled nest cia" mail,
postage prepaid, return receipt reque,sted addressed as follows:
17
IS
1. To Pitkin Connty
Gary Tennenbaum
Pitkin Count) Open Space and Trail.,
76 Service Cenler Rd
Aspen. CO 81611
wit.h copies to:
Pitkin County Attorney's Offict:
5.,0 E. Main Street. #302
^spcn. Colorado 81611
Fax: (970) 920.5198
2. To Contractor:
Elarn Constmction. lni,,"
David Heiberger
PO Box 13
Woody Crcek. CO 81656
J. \Vaiv(,~r. No waiver by eithtr party of any right, tt'fm or t:ondition of thiS Contract shall
he deemed or cnnstmed as a waiver ()1 any other right. term or condition. nor shall a waiver or any hreach
hereof be deemed to constitute a waiver of any subsequent breach. whether of the same or of a different
provision of tillS Contract.
X I X. !::.nn!ra"tor'.U~ej1rl'$Jl!a.tiQn~.
A, In order 10 induce County to enter into this Contract. Contractor makes the following
feprcsentatJons:
J < Contractor has familiari7cd him~elf with the nature ,md extent of this Contract,
Project. I()c.~ahty. and with all kk.:al conditions and k-dcral. state, and local laws, ordinances, nlles
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. te~ts, and subsurface investigations tu define fhe latent physical conditions of the
con~trllction site affecti ng Cllst, progress, or performanc(~ of Project.
3. Contractor ha.s made or C:1UM:d to be made examinations, investigations, and tests
and studies of such reports and related <41ta as it deems necessary f(lr the perf(lrmance of Project
at the Contract price, within the Contract time. and in accordance with the other terms and
cunditions of this Contract; and no addilional t'xaIninations. 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, examinat.ions,
investigations, tests. reports and datu with the tenus and conditions of this C'ontract.
5. Contractor has given Prcl('urcment Officer written notice of all conflicts, errors,
Of di:-;crcpancies. that it has dis.covercd in this Cuntract, and the written resolution thereof by
Procurement Officer is acceptable 10 Contractor.
fl, By l,\t.~cuting this: Contfa.l.:1, the Contra{.~tor represenb that it has visited the silt.,.,
famiharized itself with the local conditions under which the Project w0rk is to be performed
(including wt.:~alher cnndit.ion~ which can be expected), and {'orrelatcd its observations with fhe
requirements of this Contract.
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7. The undersigned represcntati vt:~ of Contractor represent~ that it i~ an authorized
representatIve of Contractor for (he purposes of executing this Contract ilnd that It has fuB rind
complete authority to enter into thls Contract on hehalf of Contractor
XX. Counterparts. This Contract may he cxel.:utcd in multIple cotllllefTlart~, each of ,,,'hieh shall
constitute an original, but all t)f which shall constitute ol1e and the S~llne document.
IN WITNESS WHEREOF, the pmties have executed this Contract as of tht' date first ,el ont herein
above.
CONTRACTOR
Elam Construction, Inc.
PO Box 13
Woody Creek, CO 811156
'I, ;
By: ,I""" f
Name
j j
}~f) ~
f'"
,.,;,\
\",
,
IL
f ,,'
Title
Date
PlTKIN COUNTY, STATE OF COLORADO
MANAGER APPROV AL:
S.f:CTION APPROV~L:
",/'
ll"f /1/'1 ~~
f>> If i LA"),~~ll,.t<>J"t- tt. ''''-', ,";. hi I.::..:.
Hilary Flcrcller Smith, County Manager
i
,
\ J, ~. _________
Dale Will, Open Space and Trail; Director Datc
Dale
RECOMMENDED FOR APPROVAl.
1\ L
i \
! \ ;"..,~,..'_W
.1/
Prorurement Oflicer
_____~ \ ~,O_\:;
Dat"
19
,J(
EXHIBIT A
.
20
0!
1/
CONSTRUCTION, INC,
79-11 Upper River Road' EO, Box 13
Woody Crcok, Colorado 81656-0013
(970) 923.2399 FAX (970) 923.2920
SIIBMITTIW TO:
Pitkin ('nunt)
Ciary
76 Service Ccnt.i..~r Rd
Aspen, C'O KO{) II
,lOB NAME: & ADDRESS:
Fxhib1t "A"
Ardritect/Englneer:
D3tC {)f Plans:
\.\.\~ propose:
Rio Grand Trail PRving
Schedule:
,Joo Address:
August 8,2006
Item Descriptioo
1.3" Trail Paving
2. Mobilizlation
Unit
Tn
LS
Quantity Unil Price TOlal Price
3,975,00 90.00357,750.00
1.00 5,000.00 5,00000
Notl'~.
"The above wnrk lllciutks !JIlt..' mobihzation. cai.::h additional mobilization is 52/100,00
., All permits. fCDS, sawcutmg, milling. \-tripulg. tcsting~ fabric, water, sull stcfila..nt. are excluded
"Our P(15S-2~F HAP oil and mix: de[..lt'11 wlll he provided for this project
*If bondillg l~ required add 2'~.'(l.
lor 2.
;J~