HomeMy WebLinkAboutresolution.council.053-95
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RESOLUTION NO. ~:5
Series of 1995
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A CONSTRUCTION CONTRACT BETWEEN CRAIG RIPLEY AND THE CITY
OF ASPEN, COLORADO, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a
construction contract between Craig Ripley and the city of Aspen,
a true and accurate copy of which is attached hereto as Exhibit
"A;"
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN,
COLORADO:
That the city Council of the City of Aspen hereby approves
that construction contract between Craig Ripley and city of Aspen,
a copy of which is annexed hereto and incorporated herein, and does
hereby authorize the City Manager of the city of Aspen to execute
said agreement on behalf of the city of Aspen.
INTRODUCED, READ AND ADOPTED ~ the city Council
of Aspen on the ~? day of ~~, 1995.
of the city
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John. Bennett, Mayor
I, Kathryn S. Koch, duly appointed and acting city Clerk do
certify that the foregoing is a true and accurate copy of that
resolution adopted by the city council of the city of Aspen,
colorado, at a meeting held on
hereinabove
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CONSTRUCTION AGREEMENT
THIS AGREEMENT. made and entered into, this 28th day of August. by and
between the City of Aspen, Colorado, hereinafter referred to as the "City" and Craig
Ripley, hereinafter referred to as the "Contractor".
The project is: City Hall Window Repair Project
The architect is:
City of Aspen
The Owner and Contractor agree as set forth below:
ARTICLE I
THE CONTRACT DOCUMENTS
1.1 The Contract Documents consist of this Construction Agreement, Conditions of the
Contract (General, Supplementary and other Conditions), Drawings, Specifications, the
City's Request for Qualification Statements, Contractor's Qualification Statement,
Addenda issued prior to the execution of this Agreement, other documents listed in this
Agreement and Modifications issued after execution of this Agreement; these form the
Contract, and are as fully a part of the Contract as if attached to this Agreement or
repeated herein. The Conrract represents the entire and intergrated agreement between
the parties hereto and supersedes prior negotiations, representations or agreements, either
written or oral. If anything in the other Contract Documents is inconsistent with this
Agreement, this Agreement shall govern.
ARTICLE 2
THE WORK OF THIS CONTRACT
2.1 The Contractor shall execute the entire Work described in the Contract Documents,
except to the extent specifically indicated in the Contract Documents to be the
responsibility of others as described in the Contract Documents.
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6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be
determined by any of the methods listed in Article 11 of the General Conditions.
ARTICLE 7
COSTS TO BE REIMBURSED
7.1 The term Cost of the WorK shall mean costs necessarily incurred by the Contractor in the
proper performance of the Work. Such costs shall be at rates not higher than the standard paid
at the place of the Project except with prior consent of the Owner. The Cost of the Work shall
include only the items set form at Article 11.4 of the General Conditions,
ARTICLE 8
COSTS NOT TO BE REIMBURSED
8.1 The Cost of the Work shall not include those items set forth at Section 11,5 of the General
Conditions,
ARTICLE 10
SUBCONTRACTS AND OTHER AGREEl\1ENTS
10.1 Those portions of the Work that the Contractor does not cnstomarily perform with the
Contractor's own personnel shall be performed under subcontracts or by other appropriate
agreements with the Contractor. The Contractor shall obtain bids from Subcontractors and from
suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids
to the Architect. The Contractor will then determine, with the advice of the Owner and subject
to the reasonable objection of the Architect or Owner, which bids will be accepted. The Owner
may designate specific persons or entities from whom the Contractor shall obtain bids; however,
inasmuch as a Guaranteed Maximum Price has been established, the Owner may not prohibit me
Contractor from obtaining bids from others. The Contractor shall not be required to contract with
anyone to whom the Contractor has reasonable objection. The Contractor shall not contract with
anyone to whom Owner or Architect has reasonable objection.
ARTICLE 11
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shall be prepared in such form and supported by such data to substantiate its accuracy as the
Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis
for reviewing the Contractor's Applications for Payment.
12.5.2 Applications for Payment shall show the percentage completion of each portion of the
Work as of the end of the period covered by the Application for Payment. The percentage
completion shall be the lesser of (1) the percentage of that portion of the Work which has actually
been completed or (2) the percentage obtained by dividing (a) the expense which has actually been
incurred by the Contractor on account of that portion of the Work for which the Contractor has
made or intends to make actual payment prior to the next Application for Payment by (b) the share
of the Guaranteed Maximum Price allocated to that portion of the Work in the, schedule of values.
12.5.3 Subject to other provisions of the Contract Documents, the amount of each progress
payment shall be computed as follows:
12.5.3.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed
Work as determined by multiplying the percentage completion of each portion of the Work by the
share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of
values. Pending final determination of cost to the Owner of changes in the Work, amounts not
in dispute may be included as provided in the General Conditions, even though the Guaranteed
Maximum Price has not yet been adjusted by Change Order.
12.5.3.2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the Work or,
if approved in advance by the Owner, suitably stored off the site at a location agreed upon in
writing.
12.5.3.3 Add the Contractor's Fee, less retainage of ten percent (10%). The Contractor's Fee
shall be computed upon the Cost of the Work described in the two preceding Clauses at the rate
stated in Paragraph 5.1.
12.5.3.4 Subtract the aggregate of previous payments made by the Owner.
12.5.3.5 Subtract the shortfaIl, if any, indicated by the Contractor in the documentation required
by Paragraph 12.4 to substantiate prior Applications for Payment, or resulting from errors
subsequently discovered by the Owner's accountants in such documentation.
i:z.5.3.6 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate
for Payment as provided in the General Conditions.
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ARTICLE 13
FINAL PAYMENT
13.1 Final payment shall be made by the Owner to the Contractor when (1) the Contract has been
fully performed by the Contractor except for the Contractor's responsibility to correct defective
or nonconforming Work, as provided in the General Conditions, and to satisfy other requirements,
if any, which necessarily survive final payment; (2) a final Application for Payment and a final
a=unting for the Cost of the Work have been submitted by the Contractor and reviewed by the
Owner's a=untants; and (3) a final Certificate for Payment has then been issued by the Architect
within seven (7) days of ContraCtor's request; such final payment shall be made by the Owner not
more than 30 days after the issuance of the Architect's final Certificate for Payment.
13.2 The amount of the final payment shall be calculated as follows:
13.2.1 Take the sum of the Cost of the Work substantiated by the Contractor's final accounting
and the Contractor's Fee; but not more than the Guaranteed Maximum Price.
13.2.2 Subtract amounts, if any, for which the Architect withholds, in whole or in part, a final
Certificate for Payment as provided in the General Conditions or other provisions of the Contract
Documents.
13.2.3 Subtract the aggregate of previous payments made by the Owner.
If the aggregate of previous payments Irulde by the Owner exceeds the amount due the Contractor,
the Contractor shall reimburse the difference to the Owner.
13.3 The Owner's accountants will review and report in writing on the Contractor's final
a=unting within 30 days after delivery of the final accounting to the Owner by the Contractor.
Based upon such Cost of the Work as the Owner's accountants report to be substantiated by the
Contractor's fmal accounting, and provided the other conditions of Paragraph 13.1 have been met,
the Owner shall, within seven days after receipt of the written report of the Owner's accountants,
either issue to the owner a final Certificate for Payment with a copy to the Contractor, or notify
the Contractor and Owner in writing of the Owner's reasons for withholding a certificate as
provided in the General Conditions. The time periods stated in this Paragraph 13.3 supersede
those stated in the-General Conditions.
13.4 If, subsequent to final payment and at t~e Owner's request, the Contractor incurs costs
described in Article 7 and not excluded by Article 8 to correct defective or nonconforming Work,
the Owner shall reimburse the Contractor such costs and the Contractor's Fee applicable thereto
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This Agreement is entered into as of the day and year fl1'St written above and is executed in a least
three original copies of which one is to be delivered to the Contractor, one to the Architect for use
in the administration of the Contract, and the remainder to the Owner.
CONTRACTOR
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DCtv, ct 1~J-d~G A4J<,'f){- I'f'D41AJBI
APPROVED AS TO FORM:
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John orcester, City Attorney
By:
&ji (<,r/lV:
N e &titIy
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CITY OF ASPEN, COLORADO
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John st'Bennett, Mayor
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THE CITY OF ASPE1~
mSTRUCTIONS TO BIDDERS
FOR CONSTRUCTION PROJECTS
The City of Aspen has advertised to invite Bidders to submit sealed Bids for a construction
project which is fully desc~:bed in the Contract Documents accompanying these
instructions. The following instructions have been prepared to assist Bidders in the
preparation of their Bids.
The Contract Documents for this project shall consist of the following documents:
A.
B.
C.
D,
E.
F.
G,
H.
I.
J.
K.
L.
M.
Invitation for Bids (Public Notice and Letters to Potential Bidders).
Instructions to Bidders.
Addenda, if any.
General Conditions.
Supplemental General Conditions, if any.
Bid Forms.
Bid Bond, if required.
Payment Bond, if required,
Performance Bond, if required.
Notice of Award.
Agreement.
Scope of Work and/or Specifications.
Drawings identified in the Scope of Work, if any,
Information contained in the Contract Documents, as completed during the bidding and
contract award process, shall be the basis for the bids, and nothing shall be deemed to
change or supplement this basis except for written revisions to the above documents issued
by the City of Aspen.
3.
The City of Aspen reserves the right to reject any or all bids or accept what is, in its
judgment, the best bid. The City further reserves the right, in the best interests of the City,
to waive any technical defects or irregularities in any and all bids submitted, and to
negotiate contract terms with the Successful Bidder, and the right to disregard all
nonconforming, nonresponsive or conditional Bids. Discrepancies between words and
figures will be resolved in favor of words. Discrepancies between the indicated sum of any
column of figures and the correct sum thereof will be resolved in favor of the,correct sum.
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The cost of bid preparation shall be borne solely by the lJersons or entities submitting bids.
4.
5,
The following procedures or steps shall be followed after the issuance or publication of
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accepted or considered.
If Bid Security is required, each Bid must be accompanied by Bid Security
made payable to the City of Aspen, in an amount of five percent (5 %) of
the maximum Bid price and in the form of a certified or bank check or a
Bid Bond (on form attached, if a form is prescribed) issued by a Surety
meeting the requirements of paragraph 5.1 of the General Conditions.
The Bid Security of the Successful Bidder will be retained until such Bidder
has executed the Agreement and furnished the required Payment and
Performance Bonds, if any are required by the Supplemental General
Conditions, whereupon it will be returned; if the Successful Bidder fails to
execute and deliver the Agreement and furnish the require Performance and
Payment Bonds, if any are required, within fifteen (15) days of the Notice
of Award, the City of Aspen may annul the Notice of Award and the Bid
Security of that Bidder shall be forfeited. The Bid Security of any Bidder
whom the City of Aspen believes to have a chance of receiving the award
may be retained by the City of Aspen until the earlier of the seventh day
after the "effective date of the Agreement" (which term is defined in the
General Conditions) or the sixty first (61) day after the Bid opening,
whichever is later in time. Bid Securiry of other Bidders will be returned
within seven (7) days of the Bid opening.
H.
Reference is made to the Contract Documents for any Bid Forms that may
be required to be completed as part of the Bid. Bid Forms, if any are
required, must be completed in ink or by a printer/typewriter. The Bid
price must be stated in words and numerals; in case of a conflict, words
will take precedence. Bids by corporations must be executed in the
corporate name by the president or a vice-president (or other corporate
officer accompanied by evidence of authority to sign) and the corporate seal
must be affixed and attested by the secretary or an assistant secretary. The
corporate address and state of incorporation shall be shown below the
signature. Bids by partnerships must be executed in the partnership named
and signed by a partner, whose tide must appear under the signature and
the official address of the partnership must be shown below the signature.
I.
Bids may be modified or withdrawn by an appropriate document duly
executed (in the manner that a Bid must be executed) and delivered to the
place where Bids are to be submitted at any time prior to the opening of
Bids. If, within twenty four (24) hours after Bids are opened, any Bidder
files a duly signed written notice with the City of Aspen and promptly
thereafter demonstrates to the reasonable satisfaction of the City of Aspen
that there was a material and substantial mistake in the preparation of his
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To demonstrate qualifications to perform the Work, each Bidder must be
prepared to submit within five (5) days of a request written evidence of
additional irrformation, such as financial data, previous experience or
evidence of authority to conduct business in the state of Colorado
N, Upon determining the successful bidder, the City of Aspen shall send to the
successful bidder a Notice of Award notifying the recipient of the City's
acceptance of the bidders proposal, subject to City Council or City
Manager approval of the Contract Documents. The Notice of A ward shall
also forward to the presumptive successful bidder three (3) unexecuted
copies of the Agreement with instructions to execute and return the same
to the City. within ten (10) days or risk having their bid declared
abandoned. If Ciry Council approval is required pursuant to Section 3-11
of the Aspen Municipal Code, then the City Council at its next regularly
scheduled meeting following receipt by the City of the duly executed copies
of the Agreement shall be asked to consider approval of the Agreement and
authorize the Mayor of the City of Aspen to execute the same. If City
Council approval is not required, then the Agreement shall be executed by
the City Manager.
o.
Upon receipt of Performance and Payment Bonds, if such are required by
the Supplemental General Conditions, the City shall send to the Successful
Bidder a Notice to Proceed along with a copy of the Agreement duly
executed by the Mayor or City Manager of the Ciry of Aspen.
All purchases of construction or building materials shall not include Federal Excise Taxes
or Colorado State or local sales or use taxes. The City of Aspen's State of Colorado tax
identification number is 98-04557. The City of Aspen's Federal Tax Identification Number
is 84-6000563.
Reference is made to the Supplemental General Conditions for the nature and amount of
any required Payment or Performance Bonds.
There are specific indemnity and insurance requirements which the Successful Bidder must
comply with prior to the start of Work for this project. These requirements are set forth
in detail in the General Conditions.
The submission of a Bid will constitute an incontrovertible representation by the Bidder
that he has complied with every requirement of these instructions and that the Contract
Documents are sufficient in scope and detail to indicate and convey understanding of all
terms arid conditions for performance of the Work.a
Reference is made to the Invitation for Bids for the identity of the City of Aspen's Bidding
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THE CITY OF ASPEN
STANDARD GENERAL CONDITIONS
FOR CONSTRUCTION CONTRACTS
These Standard General Conditions bave been prepared by the City of Aspen to be incOlpOrated by reference into
Agreemems emered into between comractors and the City of Aspen. Colomdo. The provisions herein are interrelated
with other standard Contract Documents customarily used by the City of As]ien and a change in one may necessitate a
change in others.
ARTICLE 1 - DEFINITIONS
Wherever used in these General Conditions or in tlle other Comract DocumentS the following terms bave the
meanings indicated which are appticable to both the singular and plural thereof:
Addenda - Written or graphic instrumeDlS issued prior to the opening of Bids which clarify, correct or change the bidding
documeDlS or the Comract DocnmeDlS,
Agreement- The written agreement between Owner and Contractor covering the Work to be performed; other Contract
Documents are attached to the Agreement and made a part thereof as provided tlterein.
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Application for Payment - The form accepted by Architect which is to be used by Contractor in requesting progress or
final payments and which is to include such supponing docnmentation as is required by the Contract Document.'.
Bid - The offer or proposal of the bidder submined on tlte prescribed form setting forth the prices for the Work to be
performed.
Bid Package _ All information and standard Contract Documents prepared by the City to assist potential bidders
to prepare their bids.
Bonds - Bid. performance and payment bonds and other instrumentS of security,
Change Order - A document reconunended by Architect. which is signed by Contractor and Owner and authorizes an
addition, deletion or revision in the Wolk. or an adjuslll1em in the Contract Price or the Comract Time. issnClI
on or after the Effective Date of the Agreement.
Contract Documents - The Invitation to Bid. InsrmctiollS to Bidders. Request for Proposals. Addenda, Geneml
Conditions, SupplemeDlaI Conditions, Bid Forms. Bid Bond, Notice of Award. Agreement. Payment and Performance
Bonds, Dmwings identified in the Request for Proposals or attached as pan of the Bid, and SpecificatiOllS identified in
the Request for Proposals or attached as part of the Bid.
Contract Price _ The money's payable by Owner to Contractor under the COO1ract DocnmeUlS as Stated in the
Agreement (subject to the provisiollS of paragraph 11.9.1 in the case of Unit Price Work).
Contract Time - The nwnber of days (computed as provided in paragmph 17,2) or the date stated in the Agreement
for the completion of the Work.
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Contractnr - The person, timl or corpomtion with whom Owner has entered into the Agreement.
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Defective _ An adjective which when mndifying the word Work refers to Work that is UlISatisfactory, faulty or deficient,
or does not conform to the Contract Documents. Of does nor meel [he requirements of any inspection, reference standard,
[es[ or approval reterred to in dle COotf"da Documeurs, or has been damaged prior to Archicecr's recornmendarion of final
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accordance widl dIe COlltract DOClUnenrs, so that die Work (for specified pan) can be utilized for dIe purposes for which
it is incended; or if there be no such cenific3ce issued, when fmal payment is due in accordance with paragrtlph 14.13.
TIle tenus "substantially complete" and -subscmrially completed" as applied to any Work refer to Substantial ComotetiCn
thereof.
Supplemental Conditions -TIle pan of the Contract Documenrs which amends or supplemenrs these General Conditions.
Supplier - A manufacmrer. fabricator, supplier, distributor, materialman or vendor.
Underground Facilities - All pipelines, conduits, ducts, cables. wires, manholes. vaults, tanks, twmels or other
such facilities or attachments, and any enC3Sements containing such facilities which have been installed underground to
fumish any of the following selVices fur materials: ei=icity, gases, steam, liquid petroleum products, telephone or other
COlllilllll1ications, cable television. sewage and drainage removal. trnffic or other control systems or water.
Unit Price Work - Work to be paid for on the basis of unit prices.
Work - The entire completed construction or the various separately identifiabte parts thereof required to be furnished
under the Coutrnct Documents. Work is the result of performing selVices. furnishing labor and furnishing and
incorpornting materials and equipment into the construction, all as required by the CoorraCt Documents,
. Work Directive Change - A written directive to Contractor, issued on or after the Effective Date of the Agreement
and signed by Owner and recommended by Architect. Ordering an addition, deletion or revision in the Work. or
responding to differing or unforeseen physical conditions under which the Work is to be performed as provided in
paragraph 4,2 or 4.3 or to emergencies under paragrnph 6.22. A Work Directive Change may not change the ContraCt
Price or the Contract Time, but is evidence that the parties expect that the change directed or documented by a Work
Directive Change will be incorporated in a subsequently issued Change Order following negotiations by the panies as to
its effect, if any, on the Contract Price or Contract Time as provided in paragraph LO.2.
Written Amendment - A written amendment of the Contract Documents, signed by Owner and Contractor on or after
the Effective Date of the Agreement and normally dealing with the nonengineering or nontechnical rnther than
strictly Work-related aspects of the Contract Documents.
ARTICLE 2 - PRELIMlNARY MATIERS
Delivery of Bonds:
2.1 When Cootractor delivers the executed AgreementS to Owner. Cootractor shall also deliver to Owner such Bonds
as Contrnctor may be required to furnish in accordance with paragrnph 5.1.
Copies of Documents:
2.2 Owner shall furnish to Contrnctor up to three copies (unless otherwise specified in the Supplemental
Conditions) of the Contract Documents as are reasonably necessary for the execution of the Work. Additional
copies will be furnished, upon request, at the cost of reproduction.
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q-", The finaliz.ed schedule of values will be acceptable to Architect as [0 fonu aud substance.
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ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE
(ntent:
3.1. The Contract Documems comprise the entire agreement between Owner and Contractor concerning the
Work. The Contract Documents are complementary; what is called for by one is as binding as if called for by all. The
Contract Documents will be construed in accordance with the law of the Stare of Cotorado,
3,2 It is the intent of the Comract Docrnnents to describe a functionally comptete Project (or part thereof) to
be constructed in accordance with the Contract DOCUI1lents. Any Work. materials or equipment that may reasonably be
inferred from the Contract Docwnems as being required to produce the intended result will be supplied whether or not
specifically called for, When words which have a well-known technical or trade meaning are used to describe Work,
materiats or equipment such words shall be interpreted in accordance with that meaning. Reference to standard
specifications. manuals or codes of any technical society. organization nr association. or to the Laws or Regulations of
any govel1llllental authority. whether such reference be specific or by implication, shall mean the larest standard
specific:!tion, manual, code or Laws or Regulations in effect at the time nf opening of Bids (or. on the Effective Date of
the Agreement if there were no Bids), except as may be otherwise specifically stated. However, no provision of any
referenced standard specification, manual or code (whether or not specifically incorporated by reference in the Contract
Docmll"nts) sball be efrective to change the duties and responsibilities of Owner, Contractor or Architect, or any of their
consultants, agents or employees from those set forth in the Contract Documents. nor shall it be effective to assign to
Architect, or any of Architect's consultants. agents or employees, any duty or authority to supervise or direct the
furnishing or performance of the Work or any duty or authority to undenake responsibility contrary to the provisions of
paragraph 9.15 or 9.16. Clarifications and interpretations of the Contract Documents shall be issued by Architect as
'e' provided in paragraph 9.4.
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'ill"_ 3,3 If, during the perfonnance of the Work, Comractor finds a conflict, error or discrepancy in the Contract
Documents. Contractor shall so repon to Architect and Owner in writing at once and before proceeding with the Work
affected thereby sball obtain a written interpretarion or clarification from Architect.
Amending and Supplementing Contract Documents:
3.4. The contract Documents may be amended to provide for additions, deletions and revisions in the Work or
to moduy the terms and conditions thereof in one or more of the following ways:
3.4,1. A formal Written Amendment:
3.4.2. A Change Order (pursuant to paragrapl1lO.4); or,
3.4.3. A Work Directive Change (pursuant to paragraph lO,t),
As indicated in paragraphs t 1.2 and 12.1. Contract Price and Contract Time may only be changed by a Change Order
or a Written Amendment.
3.5. [n addition, the requirements of the Comract Documents may be supplemen~ed, and minor variations and
deviations in the Work may be authorized. in one or more of the following ways: .
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3.5.1. A Field Order (pursuant to paragraph 9.5).
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3.5.2. Architect's approval of a Shop Drawing or sample (pursuant to paragraphs 6.26 and 6,27); or,
3.5.3. Architect's written interpretation or clarification (pursuant to paragraph 9.4).
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_ 4.2-4. ARCHITECT'S REVIEW: Architect will promptly review the pertinem conditions, determine the necessity of
'\;\. obtaining additional explorations or tests with respect thereto ;uul advise .owner in writing (with a copy to Contractor)
-, of Architect's tindillgs and conclusions.
4,2,5. POSSlBLE DOCUMENT CHANGE: If Arcbitect concludes that there is a material error in the Contract
Documents or that beC.1USe of newly discovered conditions a change in the Contract Documents is required, a Work
Directive Change or a Change Order will be issued as provided in Article 10 to reflect and document the consequences
of the inaccuracy or difference.
4.2.6, POSSIBLE PRICE AND TIME ADJUSTMENTS: In each such case, an increase or decrease in the
Contract Price or an extension or shortening of the Contract Time. or any comhination thereof. will be alLowable to the
extent that they are attributable to any such inaccuracy or difference. If Owner and Contractor are unable to agree as to
the amowlt or length thereof. a claim may be made therefor as provided in Anictes 11 and 12.
Physical Conditions - Undergro/md Facilities:
4,3.l. SHOWN OR iNDICATED: The information and data shown or indicated in the Contract Documents with
respect to existing UooergroUDd Facilities at or cotttiguous to the site is based on information and data furnished to Owner
or ArchiteCt by the owners of such Underground Facilities or by others. Unless it is otherwise expressly provided in the
SupplemeuraL Coooitions:
4.3.1,[, Owner and Arcbitect sball not be responsible for the accuracy or completeness of any such information
or data; and.
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4.3 .1, 2. Contractor sball have full responsibility for determining the existance of all Underground Facilities,
for reviewing and checking all such information and data. for locating all Underground Facilities shown
or indicated in the Contract DocumelllS. for coordination of the Work with the owners of such
Underground Facilities during construction. for the safety and protection thereof as provided in
paragraph 6.20 and repairing any damage thereto resulting from the Work. the cost of all of which will
be considered as having been incLuded in the Contract Price.
4.3.2, NOT SHOWN OR INDICATED. If an Underground Facility is uncovered or revealed at or contiguous to the
site which was not shown or indicated in the Contract DocumelllS and which Contractor could not reasonably
have been expected to be aware of. Contractor sball. promptly after becoming aware thereof and before performing any
Work affected thereby (except in an emergency as permined by paragraph 6,22), identify the owner of such
UndergroUDd Facility and give written notice thereof to that owner and to Owner and Architect. Architect will promptly
review the Underground Facility to determine the extent to which the Contract Documents should be modified to reflect
and document the consequences of the existence of the Underground Facility. and the Contract DocumentS will be
ameOOed or supplemented to the extent necessary. During such time, Contractor sball be responsible for the safety and
proo:ctionofsuch Underground Facility as provided in paragraph 6.20. Contractor sball be allowed an increase in the
Contract Price or an extension of the Contract Time. or both. to the extent that they are attriburable to the existence (>f
any Underground Facility that was not shown or indicated in the Contract Documents and which Contractor could nOt
reasonably have been expected to be aware of. If the parties are unable to agree as to the amount or length thereof,
Contractor may make a claim therefor as provided in Anicles 11 and t2.
Reference Poil!ts:
\ 4.4:' Owner shall provide engineering surveys to establish reference points for construction wrnch in Architect's
I. judgment are necessaty to enable Contractor to proceed with the Work. Contractor sball be responsibte for laying out
\ the Work (unless otherwise specified in the General RequiremelllS), sball protect and preserve the established
__ \ 'ference points and shall make no changes or relocations without the prior wrinen approvat of Owner. Contractor sllall
~ \m to Arcltitect whenever any reference point is lost or destroyed or requires retocation because of necessary changes
~'" \ '<Ides or locations, and shall be responsible for the accurate replacement or relocation of such reference points iby
\ '\onallY quatified personneL
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Contractor's Insurance:
5.4.1. Contractor agrees to procure and. maintain. at its own expense, a policy or policies of insurance sufficient to
Insure against all liability, claims. demands. and 'other obligations assumed by dle Contractor p=t to Section 5,3
above. Such insurance shall be in addition to any other insurance requirements imposed by rlus contract or by law. The
Contractor shall nO[ be relieved of any liability. claims, demands, or other obligations assumed pursuant to Section 5.3
above by reason of its failure to procure or maint3in insurance. or by reason of its faiture to procure or maintain insurance
in sufficient amountS. duration, Of typeS.
5:4.2. Contractor shall procure and maintain. and shall cause any subcontractor of the Contractor to procure and
maiutain, the minimwn insurance coverages listed below. Such coverages shall be procured and maintained wid. forms
and insurance acceptable to Owner. All covernges sball be continuously maintained to cover all liability , claims, demands,
and other obligations assumed by the Contractor pursuant to Section 5.3 above. In the case of any claims-made policy,
the necessary retroactive dates and extended reponing periods shall be procured to maintain such continuous coverage.
5.4.2. L Worlanen's Compensation insurance to cover obligations imposed by applicable laws for any employee
engaged in the performance of work under this contract. and EmpWyers' liability insurance with minimum limits
of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each accident, FIVE HUNDRED
THOUSAND DOLLARS ($500,000.00) disease - policy limit. and FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) disease - each employee. Evidence of qualified self-insured staUlS may be substitllted for the
Workmen's Compensation requirements of this paragraph.
5.4.2.2. Commercial General Liability insurance with minimum combined single limits of ONE MILLION
DOLLARS ($1.000,000,00) each occurrence and ONE MILLION DOLLARS ($1,000.000,00) aggregate. The
policy shall be applicable to all premises and operations. The policy sball include coverage for bodily injury,
broad form propeny damage (inclnding completed operations), personal injury (including coverage fOr
contracrnal and employee acts), blanket cOntIllcrnal. independent contractors, products, and completed
operations. The policy shall include coverage for explosion, collapse. and undergraound hazards. The policy
shall contain a severnbility of interests provision.
5.4.2.3, Comprehensive Automobile liability insurance with minimum combined single limits for bodily injury
and propeny damage of not less than ONE Mll..LION DOLLARS ($1,000.000.00) each occurrence and ONE
MILLION DOLLARS ($1.000,000.00) aggregate with respect to each Contractor's owned, hired and non-QwnciJ
vehicles assigned to or used in performance of the services. The policy sball contain a severabitity of interests
provision. lfthe Contractor has 00 owned automobiles. the requirements of this Section 5.4.2.3 shall be met by
each employee of dle Contractor providing services to the Owner under this COntract.
5.4.3, The policy or policies required above shall be endorsed to include the City of Aspen and the City of Aspen's
officers and employees as additional i:nsun:ds. Every policy required above sball be primary insurance. and any insurattce
carried by the City of Aspen. its officers or employees. or carried by or provided through any insurance pool of the City
of Aspen. shall be excess and not contributory insurance to that provided by Contractor. No additional insured
endorsement to the policy required above shall contain any exclusion for bodily injury or propeny damage arising from
completed operations, The Contractor sball be sotely responsible for any deductibte losses under any policy required
above.
5.4.4, The cettificate of insurance provided by the City of Aspen shall be completed by the Contrnctor's insurance agent
as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effeCt,
and shall be reviewed and approved by the City of Aspen prior to commencement of the contract. No other form of
cenificara'shall be used. The cenificate sball identify tltis contract and shall provide that the coverages afforded under
dle l=blicies shall not be cancelled. terminated or materially changed until at teast thiny (30) days prior written notice has
been given to the City of Aspen.
5.4.5. Failure on the part ofrhe Concractor to procure or maintain policies providing the required coverages, conditions,
and minimum limits shall coostitute a material breach of contract upon which Owner may immediately terminate this
comract. or at its discretion Owner may procure or renew any such policy or any extended reporting period mereto and
may pay any and all premiums in connection therewith, and all monies so paid by Owner shall be repaid by Caneractor
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Labor, IWaf!!riaLs and Equipment:
6.3. Contractor shall provide competent. suitably qualified personnel to survey and tay out the Work and perform
construction as required by the Contract Documents. Contractor shall at all times maintain good disciptine and order at
the site. Except in connection with the safety or protection of persons or the work or property at the site or adjacent
thereto, and e"cept as othexwise indicated in the Contract DocumentS, all Work at the site shall be performed during
regular working hours. and Contractor will not pennit overtime work or the perfonnance of Work on Sanllday. Sunday
or any legal holiday without Owner's written consent given after prior written notice to Architect.
6.4. Unless othexwise specified in the General Requirements. Contractor shall fumi.~h and assume full responsibility
for all materials. equipment, labor. traDSjlOnation. construction equipment and machinery, tools, appliances, fuel, power.
ligb.t, heat, telephone, water, sanitary facilities, temporary facilities and all other facilities and incideotals necessary for
the furnishing. perfonnance. testing, start-up and cnmpletion of the Work.
6,5. All materials and equipment shalLbe of good quality and new. e"cept as othexwise provided in the Contract
Documents. If required by Architect, Cootnlctor shall furtllsh satisfactory evidence (including reports of required tests)
as to the kind and qua1ity of materials and equipmem. All materials and equipment shall he applied, installed, connected.
erected, used, cleaned and conditioned in accordance with the instructions of the applicabte Supplier e"cept as othexwise
provided in the Contract Documents; but no provision of any such instructions will he effective to assign to Architect, .
or any of Architect'S consultants, agents or employees, any duty or authority to supervise or direct the furtllshing or
performance of the Work or any duty or anlhority to UIJ:!ertake responsibility contrary to the provisions of paragraph 9.15
or 9,16.
Adjusting Progress Schedule:
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6,6, Contractor shall submit to Architect for acceptance (to the e:<tent indicated in paragraph 2,9) adjusnnems in the
progress schedule to reflect the impact thereon of new developments: these will conform generally to the progress
scbedule then in effect and additionally will comply with any provisions of the General Requirements applicable thereto.
Substitutes of "or-equal" Items:
6.7.1. Whenever materials or equipment are specified or described in the Contract ,Documents by using the name of
a proprietary irem or the name of a particular Supplier the naming of the item is intended (0 establish the type. function
and quality required. Unless the name is followed by words indicating that no substitution is pennitted. materials or
equipment of other Suppliers may he accepted by Architect if sufficient information is submitted by Contractor to allOw
Architect to determine that the material or equipment proposed is equivalent or equal to that Danled. The procedure for
review by. Architect will include the following as supptemented in the General Requirements. Requests for review of
substitute items of material and equipment will not be accepted by Architect from anyone other than Contractor. . If
Contractor wishes to furnish or use a substitute item of material or equipment, Contractor shall make written application
to Architect for acceptance thereof, certifying that the proposed substimte will perform adequately the functions and
achieve the results caUed for by the general design, he similar and of equal substance to that specified and be suited.to
the same use as that specified. The application will state that the evaluation and acceptance of the proposed substitute
will no< prejudice Contractor's achievement of Substantial Completion on time. whether or not acceptance of the substitUte
for use in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct
conrract with Owner for work on the Project) to adapt the design to the proposed substimte and whether or not
incorporation or use of the substimte in connection with the Work is subject to payment of any license fee or royalty.
All variations of dle proposed substitute fonn that specified wilt be identified in the application and available maintenance.
repair and replacement service will be indicared. The applicatio,n will also colliain an itemized estimate of all costs that
will result directly or indirectly from acceptance of 5UC~ substitute, in6luding costs of redesign and clljims 'of other
comractoes affected by dIe resulting change. all of which shall he considered by Architect in evaluating the proposed
subStitute. Architect may require Contractor to furnish at Contractor's expense additiorull data about the proposed
substirute.
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6.7.2. If a specific means, methcd, technique. sequence or procedure of consuuction is indicated in or required by the
Coruract Documenrs, Conrractor may furnish or utilize a substitute means. methcd, sequence, technique or procedure of
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_, "'tomey's fees and court costs) arising out of any infringement .of patent rights or copyrigbtS incident to the use in tile
,~. performance of the Work or resulung from the product or deVice not specified m the Contract Documents, and sbaLI
defend all such claims in connection with any alleged infringement of such rights.
Pennits:
6,13. Unless otherwise provided in the SupplemeUlaI CooditiollS, Comractor sball obtain and pay for all
cOllStruction pennits and licenses. Owner srulll assist Contractor. wben necessary, in obtaining such permits and
licenses. Contractor srulll pay all governmental charges and inspection fees necessary for the prosecution of the
Work, wmch are applicable at the time of opening of Bids on the Effective Date of the Agreement. Contractor srulll
pay all charges of utility owners for connections to the Work. and Owner sball pay all charges of such utility owners
for capital costs related thereto such as plant inveslment fees.
Laws aJUi Reg,tlmions:
6, 14.1. Contractor sball give all notices and comply with all Laws and RegulatiollS applicable to furnishing and
performance of the Work, Except where otherwise expressly required by applicable Laws and Regulations. neither
Owner nor Architect srulll be respollSible for monitoring Contractor's compliance with any Laws or RegulatiollS.
6.14,2, If Contractor observes that the SpecificatiollS or Drawings are at variance with any Laws or Regulations.
Contractor sball give Arcmtect prompt wrinen notice thereof. and any necessary changes will be authorized by one
of the methods indicated in paragraph 3.4. If Contractor performs any Work knowing or baving reason to know
that it is contrary to Laws or Regulations. and without such notice to Arcmtect, Conrractor sball bear all costs
arising therefrom.
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Taxes:
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6.15, Contractor sball pay all sales, consumer, use and other similar taXes required to be paid by Contractor in
acconJJlnce with the Laws and Regulations of the place of the Project wmch are applicable during me performance of the
Work.
Use of Premises:
6,16, ColltI:lctor sball confine construction eqnipment, the storage of materials and eqnipment and the operations of
workers to the Project site and land and areas identified in and permitted by the Contract DocumentS and other
land and areas permitted by Laws and RegulJltiollS, rights-of-way, pennits and easementS. and srulll not unreasonably
encumber the premises with coDStIUction equipment or other materials or equipment. Contractor sball assume full
responsibility for any damage to any such land or area. or to the owner or occupant thereof or of any land or areas
contiguous thereto. resulting from the performance of the Work. Sbould any claim be made against Owner or
Architect by any such owner or occupant because of the performance of the Work, Contractor sball promptly attempt,to
settle with such other party by agreemem or otherwise resolve the claim by arbitration or at law. Contractor sball. to the
fullest extent permitted by Laws and Regu1atiollS. indemnify and hotd Owner and Arcmtect barmless from and against
all clJLims, clamages. tosses and expenses (including, but not limited to, fees of engineers, architects. attorneys and other
professiooals and court and arbitration costs) arising directly. indirectly or cOllSequenti.ally out of any action. [egalor
equi"ble, brought by any such other party against Owner or Architect to the extent based on a claim arising out of
,Contractor's performance of the Work. J
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6.\7. During the progress of the Work. Contractor sball keep the pretcises free from accumulatiollS of waste
materials, rubbisb. and other debris resulting from the Work. At tbe comptetion of the Work Comractor sball
remove all waste materials. rubbish and debris from and about the premises as well as all tools, appliances.
construction equipment and machinery. and surplus materials, and shalt teave the site clean and ready for occupancy
by Owner. Contractor shall restore to original coodition all property not designated for alteration by the Contract
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in writing by Contractor
Emergencies:
6.22, In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent
thereto, Contractor, without special instruction or authorization from Architect or Owner, is obligated to act to
prevent threatened damage. injury or loss. Contractor sball give Architect prompt written notice if Contractor
betieves that any significant changes in the Work or variations from the Contract Documents have been caused
thereby. If Architect determines that a change in the Contract Documents is required because of the action taken
in response to an emergency, a Work Directive Change or Change Order will be issued to document the consequences
of rhe changes or variations.
Shop Drawings and Samples:
6.23, After checking and verifying all field measurements and after complying with applicable procedures
specified in tbe General Requirements. Contractor shall submit to Architect for review and approval in accordance
with the accepted schednLe of Shop Drawing submissions (see paragraph 2.9), or for other appropriate action if so
indicated in the SuppLemental Conditions, five copies (unless othelWise specified in the General Requirements) of
all Shop Drawings, which will bear a stamp or specific written indication that Contnlctor has satisfied Contractor's
responsibilities under the Contract Documents with respect to the review of the submission, All submissions witt
be identified as Architect may require, Tbe data shown on the Sbop Drawings will be complete with respect to
quantities, dimensions. specified performance and design criteria, materials and similar data to enabte Architect to
review the information as required.
iA 6.24, Contractor shall also submit to Architect for review and approval with such prompmess as to cause no delay
. in Work. all samples required by the Contract Documents. All samples will have been checked by and accompanied
by a specific written indication that Contractor has satisfied Contractor's responsibilities under the Contract
Documents with respect to the review of the submission and will be identified clearly as to material. Supplier.
pertinent data such as catalog numbers and the use for which inteooed,
6,25.1 Before submission of each Shop Drawing or sample, Contractor shall have determined and verified all
quantities, dimensions, specified performance criteria, installation requirements, materials, catalog numbers and
similar data with respect thereto and reviewed or coordinated each Shop Drawing or sample with other Shop
Drawings and samples and with the requirements of the Work and the Comract Documents,
6.25.2 At the time of each submission. Contractor shall give Architect specific written norice of each variation that the
Shop Drawings or samples may have from the requirements of the Contract Documents. and. in addition, shall cause a
specific noration to be made on each Shop Drawing submitted to Architect for review and approval of each such variation.
6.26. Architect will review and approve with reasonable promptness Shop Drawings and samples. but Architect's
review and approval will be only for conformance with the design concept of the Project and for compliance with
the information given in the Contract Documents and shall nor exteoo to means, methods, techniques. sequences or
procedures of construction (except where a specific means, method. technique. sequence or procedure of construction
is indicated in or required by the Coorract Documents) or to safety precautions or programs incident thereto, The review
and approval.of a separate item as such will DOl indicate approval of the assembly in which the item functions, Contractor
shall mJili: Com-mons required by Architect, and shall return the required number of corrected copies of Shop Drawings
and subm1.t as required new samples for review and approval. Comractor shall direct specific attention in writing to'
revisions other than the corrections called for hy Architect on previous submittals.
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6.27. Architect's review and approvaL of Shop Drawings or samples shall not relieve Comractor from responsibility
for any variation from the requirements of the COruldct Documents unless ContractOr has in writing called Architect's
acremion to each sucb variation ar the tin", of submission as required by paragrapb6.25.2 and Architect bas given written
approval of each such variation by a specific wriuen nocation mereof incorpor.ued in or accompanying the Shop Drawing
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8.!. Owner shall issue all commwuc..1.dons to Contractor through Architect.
8,2. In case of tennination of the employmem of Architect. Owner shall appoint all architect wnose status under the
Contract Documents shall be that of the former Architect.
8.3, Owner shall furnish the dara required of Owner under the Contract Documents promptly and shall make
payments to Contractor promptly after they are due as provided herein.
Appropriations
8,4 Owner represents that an amount of money eqnaI to or in excess of the Contract Price has been duly appropriated
ill accordance with the Municipal Code of the -City of Aspen. Owner shall not issue any Change Order, Written
Amendmem, or Work Directive Change requiring additional compensabte work, which work causes the aggregate amount
appropriared by Owner, unless the Colttractor is given a written assurance that a lawful appropriations to cover the costs
of the addtiorutl work sball be made.
ARTICLE 9 - ARCHITECT'S SfATUS DURlNG CONSTRUCTION
Owner's Representative: .
9, I. Architect shall be Owner's representative during the construction period. The duties and responsibilities and
the limitations of authority of Architect as Owner's representative during construction are set forth in the Colttrdct
Documents and shall not be extended without written consent of Owner and Architect.
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Visits to Site:
9.2, Architect shall make visits to the sire at intervals appropriate to the various srages of construction to observe the
progress and qrutlity of the executed Work and to determine. in general, if the Work is proceeding in accordance
with the Contract Documents, Architect sball be required to make on-site inspections to observe the quality or quantity
of the Work. Arcllitect's efforts will be directed toward providing for Owner a greater degree of confidence that the
completed Work will conform to the Contract Documents. . On the basis of such visits and on-site observations, Architect
will keep Owner informed of the progress of the Work and will endeavor to guard Owner against defects and deficiencies
in tile Work.
Project Representation:
9.3. If Owner and Architect agree. Architect will furnish a Resident Project Representative to assist Architect
in observing the performance of the Work. The duties. responsibilities and limitations of authority of any such Resident
Project Representative and assistants will be as provided in the Supplemental Conditions. If Owner designates another
agem to represeltt Owner at the site who is not Architect's agent or employee, the duties, responsibilities and limi.ations
of authority of such other person will be as provided in the Supptemental Conditions.
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_"";,',, Clarification and InJerpretaJions:
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9.4. Arclritect will issue wid, reasol13bte promptneSS such written clarifications or interpretations of the requirements
of the Contract DocwnentS (in the form of DrawingS or otherwise) :is Architect may detennine necessary, which shall
be consisrenr with or reasouably infurabIe from the overall intenr of the Contract Documents. IF Contractor believes that
a written clarification or interpretation justifies an increase in the Contract Price or an extension of the Contract Time
and the panies are unable to agree to the amount or extent thereof. Contractor may make a claim therefor as provided
herein.
Auihorized Variations in Work:
9.5. Architect may authorize minor variations in the Work from the requirements of the Contract Documents
which do not involve an adjusnnem in the Contract Price or the Contract Tinte and are consistem with the overall
intenr of the Conrrnct Documents. These may be accomplished by a Field Order and will be binding on Owner. and also
on Conrractor who shall perform the Work involved promptly. If Contractor believes that a Field Order justifies an
increase in the Contract Price or an extension of the Contract Tinte and the panies are unabLe to agree as to the amounJ:
or extem thereof, Contractor may make a claim therefor as provided berein.
Rejecting Defective Work:
9.6. Arcbitect will have authority to disapprove or reject Work whiell Architect believes to be Defective, and will
also have authority to require special inspection or testing of the Work as provided hereinbelow, whether or not the Work
is fabricated. installed or completed,
e Shop Drawings, Change Orders and Payments:
9,7. In coIIDCCtion with Architect's responsibility for Shop DrawingS and samples, see paragraphs 6.23 through 6,29
inclusive.
9.8. In connection with Architect's responsibilities as to cl1ange orders, see Articles 10, II and 12.
9.9. In connection with Architect's responsibilities in respect of Applications for Payment. etc,. see Article 14.
DetenninaiWns for Unit Prius:
9,10, Architect will detennine the actual quantities and classifications of Unit Price Work performed by Contractor,
Arcltitect will review with Contractor preliminaIy determinations on such matters before rendering a written decision
thereon (by recommeodation of an Application for Payment or otherwise). Architect's written decisions tllereon will be
flnal and binding upon Contractor, unless, within ten days after the date of any such decision. Contractor delivers 'to
Owner and to Architect written notice of intention to appeal from such a decision.
Decisions on Disputes:
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9. It. Arcltitect will be tile initial interpreter of the requirements of tile Contract Documents and judge of the
acceptability of the Work thereunder. Claims, disputes and other matters raised by Contractor relating to tbe acceprab~ity
of the Work or tile interpretation of tile requirements of the Contract DocwnentS pertaining to tile performance and
furnishing of the Work and claims un1er Articles Il and 12 in respect of changes in the Commct Price or Commct Time
shall be referred initially to Architect in writing witll a request fat a formal decision in accordance with tlus paragraph,
whicu Arclutect will render in writing within a reasonable time. Writteo notice of each such claint, dispute and other
marrer by Comractor will be delivered to Architect and Owner promptly (but in 00 evenr later than thiny days) after tile
occurrence of tile evenr giving rise tI,ereto, and writteu supporting data will be submitted to Architect and Owner within
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10.4.2. CIL1.Ilges in the Comract Price or Comracr Time which are agreed to by the panies: and
10.4.3. Changes in the Contract Price nr Contract Time which embody the substa.l1ce of any written decision
rendered by Arcrntect pursuant to paragraph 9.11.
provided that, in lieu of executing any such Change Order, an appeal may be taken from any such decision in
accordance with the provisions of the Contract Documents and applicable Laws and Regulations. but during any
such appeal, Contractor shall carry on the Work and adhere to the progress schedule as provided in paragraph 6.29.
10.5. If notice of any change affecting the generaL scope of the Work or the provisions of the Contract Documents
(including, but not limited to, Contract Price or Contract Time) is required by the provisions of any Bond to be given to
a surety, the giving of any such notice will be Contractor's responsibility, and the amount of each applicable Bond will
be adjusted accordingly,
ARTICLE 11 - CHANGE OF CONTRACT PRICE
11.1, The Conrract Price constitutes the total compensation (subject to authnrized adjustments) payable to Contractor
for performing the Work. All duties. responsibilities and obligations assigned to or undeI1Jlken by Contractor sball be
at !lis expense without change in the Contract Price.
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11.2. The Comract Price may only be changed by a Change Order or by a Written Amendment. Any claim for an
increase or decrease in the Contract Price sball be based on written notice delivered by the parry making the
cl4im to the other party and to Architect prompdy (but in no evem later than thiny days) after the occurrence of the evem
giving rise to the cl4im and staring the general naUlre of the claim. Notice of the amount of the claim with supporting
data sball be detivered within sixty days after such occurrence (unless Arcrntect allows an additional period nf time to
ascertain more accurate data in suppon of the claim) and shall be accompanied by claimant's written statement that the
amount claimed covers all known amountS (direct. indirect and consequential) to wrnch the claimant is entitled as a result
of the occurrence of said event. All claims for adjusonem in the Conrract Price shall be determined by Arcrntect in
accordance with paragraph 9.11 if Owner and Contractor cannnt otherwise agree on the amount involved. No claim for
an adjustmem in the Contract Price will be valid if not submitted in accordance with this paragraph 11.2.
11.3. The value of any Work covered by a Change Order or of any cl4im for an increase or decrease in the
Contract Price shall be determined in one of the following ways:
11.3.1. Where the Work involved is covered by unit prices contained in the Comract Documents. by
application of unit prices to the quantities of the items involved (subject to the provisions of
paragraphs 11.9.1. through 11.9.3, inclusive).
11.3,2. By llllitual acceptance of a lump sum (wrnch may include an allowance for overhead and profit
not necessarily in accordance with paragrnph 11.6,2.1).
11.3.3, On the basis of the Cost of the Work (determined as provided in paragraphs 11.4 and 11.5) plus a
Contractor's fee for overhead and profit (determined as provided in paragraphs 11.6 and 11.7).
Cast of the Work:
11.4. The ferm 'Cost of the Work means the sum of all COSts necessatily incUrred and paid by Contractor in the proper
performance of the Work. Except as otherwise may be agreed to in vtriting by Owner, such costs shall be ~'1 amo\ll1ts
no higher than tlIose prevailing in the tocatity of the Project, sball include only the following items and sball riOt include
any of the costs itemized in paragraph t 1.5:
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11.4.1. Payroll costs for employees in the direct emptoy of Comr<lctor in the performance of the Work under'
schedutes of job classifications agreed upon by Owner and Contractor. Payroll costs for emptoyees not emptoyed full
time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs sball include,
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1l.5.l. Payroll costs and other compensation of COlUractor's officers, executives, principals (of parmership
and soLe proprietorships). general managers. engineers. architects, estimators. attorneys. auditors,
accountants. purchasing and contracting agents, expeditors. timekeepers. clerks and other personnel
empLoyed by Contractor whether at the site or in Contractor's principal or a branch office for general
administration of the Work and not specifically included in the agreed upon schedule of job
classifications referred to in paragraph IIA.l or specifically covered by paragrapl1 11.4.4-all of which
are to be considered administrative costs covered by the Contractor's fee.
IL.5.2. Expenses of Contractor's principal and brancl1 offices other than Contractor's office at the site.
11.5.3. Any pan of Contractor's capital expenses. including interest on Contractor's capital employed for the
Work and charges against Contractor for delinquent payments.
11.5.4. Cost of premiums for all Bonds and for all insurance wl1etber or not Contractor is required by the
Contract Documents to purchase and maintain the same (except for the cost of premiums covered
by subparagraph 11.4.5.8 above).
L1.5,5. Costs due to the rn:gligeoce of Contractor, a Subcontractor. or anyone directly or indirectly
employed by any of them or for whose acts any of them may be liable. including but not limited
to. the correction of Defective Work. disposal of materials or equipmellt wrongly supplied and making
good any damage to properry.
11.5,6. Otl1er overhead or general expense costs of any kind and costs of any item not specifically and
expressLy included in paragrap1111.4.
Contractor's Fee:
11,6, The Contractor's fee allowed to Contractor for overhead and profit sball be determined as follows:
11.6.1. A mutually acceptable fixed fee. or if none can be agreed upon.
l1.6,2. A fee based on the following percentages of the various portions of the Cost of the Work:
11.6,2,1.
For costs incurred under paragrnphs l1.4.1 and 1l.4.2. the Comractor's Fee
shall be fifteen percent:
11.6,2.2,
For costS incurred under paragrapl1 11.4.3. the Contractor's Fee shall be five
percent; and if a subcontract is on the basis of Cost of the Work Plus a Fee, the
maximum allowable to Contractor on account of overhead and profit of all
Subcontractors shall be fifteen percent;
11.6,2.3.
No fee shall be payable on the basis of costs itemized under paragraphs 11.4A,.
11.4.5 and 11.5:
11.6.2.4.
The amount of credit to be allowed by Contractor to Owner for any such cbange
which results in a net decrease in cost will be the amount of the actual net decrease
plus a deduction in Contractor's Fee by an amount equal to ten percem of the' net
decrease; and
11.6.2.5,
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Wben both additions and credits are invotved in my one cbange. the adjustment in
Contractor's Fee sball be computed on the basis of the net cbange in accordance
wid, paragraphs 11.6.2.1 through 11.6.2.4. inclusive.
11.7. Whenever the cost of any Work is to be determined pursuant to paragraph 1l.4 or 11.5. Contractorwill
submit in form acceptabte to Architect an itemized cost breakdown together with suppotting data.
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abnormal weailier conditions (for the Aspen, Colorado. area) or acts of God.
t2.3. All time limits stated in the Contract documents are of the essence of the Agreement. The provisions oftltis
Article 12 shall not exclude recovery by Owner for damages (including but nOt limited to fees and charges of
engineers, architects. attorneys and other professionals and court and artJitration COSts) for delay by Contractor.
ARTICLE 13 - WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; CORRECTION, REMOVAL
OR ACCEPTANCE OF DEFECTIVE WORK
Warranty:
13.1,1. Conrracror warrants and guarantees to Owner that all Work will be in accordance with the Contrar.t Documents
and will nOt be Defective. All Defective Work, wbether or not in place, may be rejected, corrected or accepted as
provided in this Article 13. Work sball be performed in a skillful and workmanlike manner. Except where longer periods
of warranty are imicated for certain items, Contractor warrants Work to be free from faulty materials and workmanship
for a period of not less than one year from date of Final Acceptance, which one year period shall be covered by the
Performance' Bood and Payment Bond as specified in the Contract Documents.
13. L2. Conrractor, at no additional expense to Owner, sball remedy damage to equipmewnr, the site. or the buildings
or the conrenlS thereof which is the resuJt of any failure or defect in the Work, and restore any work damaged in fulfilling
the requirements of the Agreement.
Access 10 Work.:
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13.2. Architect and Architect's representatives, other representatives of Owner, testing agencies and governrnentat
agencies with jurisdictional interests will have access to the Work at reasonable times for their observation,
inspecting and testing. Contractor sball provide proper and safe conditions for such access.
.resls and InspectiOlls:
13.3, Contractor sball give Architect timely notice of readiness of the Work for all required inspections. tests or
approvals.
13.4, If Laws or Regulations of any public body having jurisdiction require any Work (or part thereof) to specific:illy
be inspected, tested or approved, Contractor sball assume full responsibility therefor, pay all costs in connection therewith
and furnish Architect the required certificates of inspection, testing or approval. Contractor sball also be responsibte fOr
and sball pay all costs in connection with any inspection or testing required in connection with Owners or Architect's
accep<ance of a Supplier of materials or equipment proposed to be incorporated in the Work. or of materials or equipment
subrnined for approval prior to ,Contractor's purchase thereof for incorporation in the Work. Tbe cost of all inspections,
tests and approvals in addition to the above which are required by the Contract Documents sball be paid by ContractOr
(unless otherwise specified).
13,5, All inspections, tests or approvals other than those required by Laws or Regulations of any public body having
jurisdictiou sball be performed by organizations acceptable to Owner (or by Architect if so specified).
13.6 If any Work (including the work of others) that is to be inspected, tested or approved is covered without
wnrreu concurrence of Architect, it must, if requested by Architect. be uncovered for observation. Such Ill1covering shaH
~e' be Jl Conrractor's expense unless Conrractor has given Architect timely nOtice of Contractor's intention to cover the same
'4, and A..rchitect has not acted with reasonable promptness in. response to such notice.
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l3. 7. Neither observations by Architec[ nor inspections, tests or approvals by others shall relieve Contractor from
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e"" 'Documents with respect to tile Work: and Owner shall be entitled to an appropriate decrease in tile Contract Price. If
, rhe acceprance occurs after such recommendation, an appropriare amount will be paid by Contractor to Owner.
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. Owner May Correct Defeaive Work:
13.14. If Contractor fails within a reasonable time after written notice of AIchitect or Owner to proceed to correct
and to correct Defective Work or tn remove and replace rejected Work as required by AIchitect or Owner in accordarice
with paragraplt 13. I 1. or if Contractor fuils to perform tile Work in accordance with tile Contract DocumentS. or if
Contractor fails to comply witll any other provision of the Contract Documents, Owner may. after seven days' written
notice to Cootractor, correct and remedy -any such deficiency. In exetcising the rights and remedies under this paragraph
Owner shall proceed expeditiously to the extent necessary to complete cotreetive and remedial action. Owner may
exclude Contractor from all or pan of tile site. take possession of all or pan of tile Work.. and suspeiId Contractor's
selVices related thereto, take possession of Contractor's tools, appliances. construction equipment and machinery at tile
site and incorporate in tile Work all materials and equipment stored at tile site or for which Owner has paid Contractor
but wltich are stored elsewhere. Contr.lctor shall allow Owner. Owner's representatives, agentS and employees such
access to tile site as may be necessary to enable Owner to exetcise tile rights and remedies under this paragraph. All
direct, indirect and consequential costs of Owner in exctcising such rights and remedies will be charged against
Cootractor, and a Change Order will be issued incorporating the necessary revisions in tile Contract Price. Such direct,
iOOirect and consequential costs will include but not be limited to fees and charges of engineers, architects, attorneys and
other professionals, all court and arbitr.ltion costs and all costs of repair and replacement of work of otllers destroyed or
damaged by correction, removal or replacement of Contractor's Defective Work. Cootractor shall not be allowed an
extension of tile COntract Time because of any delay in performance of tile Work attributable to tile exercise by Owner
of Owner's rights and remedies hereunder.
Unauthorized Work:
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'~.13,I5. Work performed beyond the lines and grades on the Drawings or approved Shop Drawings and extra work done
without written authorization, will be considered as unautllorized work, and tile Contractor will receive no compensation
therefor. If required by Owner, unautllorized work will be remedied. removed. or replaced by tile Contractor at tile
Contractor's expense.
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_14.7. Architect may refuse to recommend the whole or any part of any payment if, in Architect's opinion, it would
~. be incorrect to make such representations to Owner. Architect may also refuse to recommend any such payment, or,
'1;,10" bec.1use of subsequel1tty discovered evidence or the results of subsequent inspections or tests. nullify any such payment
previously recommended. to such extent as may be necessary in Architect's opinion to protect Owner from loss because:
L4.7,I, The Work is Defective, or completed Work bas been damaged requiring correction or replacement;
14.7,2, The Contract Price has been reduced by Written Amendment or Change Order;
14.7.3. Owner bas been required to correct Defective Work or complete Work in accordance with paragraph
13.14; or,
14.7.4. Of Architect'sacwal knowledge of the occurrence of any of the events enumerated in Article 15.
Owner may refuse to make payment of the full amount recommended by Architect because claims have been made
against Owner on account of Conrrnctor's performance or furnishing of the Work or Liens have been filed in connection
with the Work or there are other items entitling Owner to a set-off against the amount recommended, but Owner must
give Contractor immediate written notice (with a copy to Architect) stating the reasons for such actioD.
Substantial Completion:
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14.8. When Contractor consider.; the entire Work ready for its intended use Contractor shall DOtify Owner and
Architect in writing that the entire Work is subsllUltially complete (except for items specifically listed by Contractor as
incomplete) aod request that Arcbitect issue a certificate of Substantial Completion. Within a reasonable time thereafter.
Owner, Contractor and Architect shall make an inspection of the work to determine the status of completion. If Owner
does not consider the Work satisfactorily compLete. Architect or Owner shall notify Contractor in writing giving the
reasons therefor. If Owner consider.; the Work substantially complete. Architect will prepare and deliver to Contractor
a tentative certificate of Substantial Completion which shall fix the date of Substantial Completion. There shall be
attaclled to the certificate a tentative list of items to be completed or corrected before final payment. At the time of
delivery of the tentative certificate of Substantial Compterion Architect will deliver to Owner and Contractor a written
recommendation as to division of responsibilities pending final payment betweeD Owner aod Contractor with respect to
seoJriry. operation. safety. maintenance. heat, utilities, insurance and warranties. Unless Owner and Contractor agree
otllerwise in writing and so inform Architect prior to Architect's issuing the defInitive certificate of Substantial
Completion. Architect's afore.said recommendation will be binding on Owner and Contractor until final payment.
14.9. Owner shall have the right to exclude Contractor from the Work after the date of Substantial Completion,
but Owner shall allow Contractor reasoruible acces9 to complete or correct items on the tentative lisL
Partial Utili:z.ation:
14.\0. Use by Owner of any ftnished part of the Work, whicll bas specifIcally been identified in the Contract
Documents, or which Owner, Architect and Contractor agree constitutes a separately functiouing and useable part
of the Work that can be used by Owner without significant interference with Conrractor's performance of the
remainder of the Work. may be accomplished prior to Substantial Completion of all the Work subject to the following:
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14.10,1 Owner at any time may request ContractOr in writing to permit Owner to use any sucb part of the
Work whicll Owner believes to be ready for its intended use aod substantially complete. [f
Contractor agrees. Contractor will certify to Owner and Architect that said part of the Work is
substantially complete and request Architect to issue a certificate of Substantial Completion for
that part of the Work. Contractor at any time may notify Owner and Architect in writing that
Contractor considers any such part of the Work ready for its intended use and subsllUltially
complete and request Architect to issue a certificate of Substantial ComptetioD for that part of the
Work, Contractor and Architect shall make an inspectinn of that part of the Work to determine lits
status of comptetion. If Architect does DOt consider that part of the Work to be substantially
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paymem mld present dIe Application to Owner for payment. Thereupon Architect will give wrirten nmice (Q Owner and
Contractor dIat dIe Work is acceptable. Otherwise Arcbitect will return the Application to Contractor. indicating in
writing the reaSOllS for refusing to recommend tinal payment. in which case Contractor slIall nIake the necessary
corrections and resubmit dIe Application. Within ten (10) days after presentation to Owner of the Apptication and
accompanying docwnenunion, in appropriate form and substance, and with Arcbitect's recommendation and notice nf
accept:Ibilicy. Owner shall cause to be published on two (2) consecutive weeks in the weekly editions of the Aspen Times,
a public notice setting a final settleme11l date; wbich said settlement date shall be at least ten (10) days after the second
publication. Said notice shall advise all persons. copartnerships. associations of persons, companies. or corporations that
have furnished labor, provisions, materials, team hire, sustenance, or other supplies used or consumed by Contractor or
his subcontractor(s), that they may file a claim with the Owner, at any time up to and including the time of final
settleme11l. Upon filing of any such claim. the Owner shall withhotd from fina1 payme11l sufficient funds, in addition to
any reminage widlheld in accordance with the Contract Docwnerus, to insure the payme11l of said claims unriI the same
have been paid or such claims as filed have been withdrawn, such payment or withdrawal to be evidenced by filing with
Owner a receipt in full or an order for, withdrawal in writing and signed by the person filing such c!:lim or bis duly
authorized agents or assigns. Such funds shall not be withheld longer !ban ninety days following the date fixed for final
settlement as published W1Iess an action is commenced within that time to enforce such Wljlaid claim and a notice of lis
pendens is filed with the Owner. N. the expiration of such ninety day period, Owner shall pay to Contractor such moneys
and fuOOs as are not subject of suit and lis pendens notices and shall retain thereafter. subject to the final outcome thereOf,
only sufficie11l funds to insure the payment of judgmerus wbich may result from such suit.
14,14. If. through no fault of Contractor, final compLetion of the Work is sigoificamly de!:lyed and if Arcbitect
SO coofurns, Owner shall, upon receipt of Contractor's final Application for Payment and recommendation of Arcbitect,
and without terminating the Agreement. IIIake payment of the balance due for that portion of the Work fully completed
and accepted. If dIe remaining balance to be held by Owner for Work not fully completed or corrected is less than the
reminage stiputlted in the Supplemeoral Conditions, and if Boods have been furnished as required in paragraph 5. 1.. the
written coasem of the surety to the payment of the balance due for that portion of the Work fully compLeted and accepted
shall be submitted by Contractor to Architect with the Application fnr such payment. Such paymem shall be made under
the terms and conditioos governing final payment, except that it shall not constitute a waiver of claims,
Coniroctor's Continuing Obligation:
14.15. Cootractor's obligation to perfOrtn and complete the Work in accordance with the Contract Documents shall be
absolute. Neither recommendation of any progress or final paymem by Architect. nor the issuance of a certificate of
Substantial Comptetion, nor any paymem by Owner to Contractor under the Comract DocumentS. nor any act of
accept21lce by Owner nor any failure to do so. nor any review and approval of a Shop Drawing or sampte submission,
nor the issuance of a notice of acceptability by Arcbirect pursuant to paragraph 14.13, nor any correction of Defective
Work by Owner will coostitute an accept21lce of Work not in accordance with the Contract Docwnerus or a release of
Contractor's obligation to perform the Work in accordance with the Cootract DocumentS.
ARTICLE 15 - SUSPENSION OF WORK AND TERMINATION
Owner May Suspend Work:
15, L Owner may,.' at any time aod without cause, suspeod the Work or any portion thereof for a period of not
more than ninetyj days by notice in writing to Contractor and Architect wbich will flY. the date on wbich Iwork will be '
resumed. Cootranor shall resume the Work on the date so lixed. Contractor shall 'be allowed an increase int eh Com'ract
Price or an t"ension of the Contract Time, or both, directly attribumbLe to any suspension if ContractOr makes 'an
approved claim therefor as provided in Articles II and 12.
Owner ,\.fay Terminaie:
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_ IS.S. If, through no act or fault of ComraclOr. the Work is suspended for a period of more dWlninety days by
f Owner or under ~ order ot~ court or other public audIority, then Comracror may, upon seven days written notice to
<~~, Owner and Arclutect. tennlllate the Agreement and recover from Owner payment for all Work executed and any
expense sustained plus reasonable termination expenses, The provisions of this paragraph shall not relive ContractOr
of dIe obligatiotlS under paragraph 6.29 to carry on the Work in accordance with the progress schedule and without delay
during disputes and disagreements with Owner.
ARTICLE 16-MffiCELLANEOUS
Giving Notice:
16.1. Whenever any provision of the Contract DocumentS requires dIe giving ofwrinen nOtice. it will be deemed to
have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the
corporation for whom it is intended, or if delivered at or sent by registered or certified mail. postage prepaid. to
the last business address known to the giver of the notice.
Computation of Time:
16.2. I, When any period of time is referred to in the COntract DocumentS by days, it will be computed to exclude the
first and include the last day of such period. If the last day of any such period falls on a SalUIday or Sunday
or on a day made a legal holiday by the law of the applicabte jurisdiction. such day will be omitted from the computation.
16,2,2, A calendar day oflWenty-four hours measured from midnight to the next midnight shall constilUte a day.
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General:
16.3. Should Owner or Contractor suffer injury or damage to person or propeny because of any error, omission
or act of the other pany or of any of the other pany's employees or agents or others for whose acts the other party
is legally liable, claim will be made in writing to the other party within a reasonable time of the first obselVance of such
injury or damage. The provisions of this paragraph 16.3 shall not be construed as a substitute for or a waiver of the
provisions of any applicable StalUte of limitations or repose.
16.4, The duties and obligations imposed by these General Conditions and the rights and remedies available hereunder
to the parties hereto, and, in particular but without limitation, the warranties, guarantees and obligations imposed upon
COlllr.lctor by paragraphs 6.30. L3.1. 13.12, 13.14, 14.3,.and 15.2. and all of the rights and remedies available to Owner
thereutrler. are in addition to. and are not to be construed in any way as a limitation of. any rights and remedies availabte
to any or all of them which are othelWise imposed or available by Laws or Regulations, by special warranty or guarantee
or by other provisions of the COlllr.lct DocumentS. and the provisions lof this paragraph will be as effective as if repealed
specifically in the COlllr.lct Documems in connection with each particular duty. obligation. right and remedy to which they
apply, All representations, wammries and guarantees made in the Contract Documents will sulVive final paymeO! a.itd
termination or completion of the AgreemeO!.
lndependen1 Con1raclor SIal"s:
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16.4. It is eKpressty acknowledged and understood by the parties that nothing in this agreement shall result in,
or be construed as establishing an employment relationship. Contractor shall be, and shall perform as, an independent
comractor WIIO agrees to use his best effoltS to provide dle Work on behalf of dIe Owner. No agent, employee. or selVant
of Comraaor sball be, or shall be deemed to be. the emptoyee, ageO! or sem1I1l of the Owner. Owner is interested only
in the results obtained under the Cornract DocumentS. The manner and means of conducting the Work are under the sole
cOlUTal of Contractor. None of dIe benefits provided by Owner to its employees including, but not timited to, worker's
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Payments Subject to Annual Appropriations:
16.11. lf the contract awarded as a result of a Bid extends beyond the calendar year, oothing herein sball be construed
as an obtigation by the Owner beyond any amounts that may be. from time to time, appropriated by the Owner on an
annnal basis, It is understood that payment under any contract is conditional upon annual appropriation of funds by said
governing body and that before providing services, the Contractor. if he so requests, will be advised as to the starus of
funds appropriated for set:vices or materials and sball not be obligated to provide services or materials for which funds
have not been appropriated.
ContrlUtor Acceptance:
16,12.1. The acceptance by Contractor of any payment made on the finat cenificate under these General
Conditions, or of any final payment due on termination. shall constitute a full and complete release of tlle Owner from
any and all claims, demands and causes of action whatsoever which the Contractor. has or may have against Owner under
the provisions of these Contract Documents,
16,12.2. No action sball be maintained by Contractor. its successors or assigns. against Owner or Architect
on any claims based upon or arising out of this Agreement or out of anything done in connection with this Agreement
unless such action sball be commenced within 180 days after the date of filing of the final application for payment
hereunder, or within 180 days of the termination of this Agreement,
.<Ii Successors and Assigns:
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1;,. 16.13. Contractor binds itself. its partmners, successors, assigns and legal representatives to the Owner with respect
to all covenantS of this Agreement. Contractor sball not transfer, assign. or subcontract any interest in this Agreement.
Severohility Cl1luse:
16.14. If any provision of the Agreement is subsequently declared by legislative or judicial authority to be unlawful.
unefoo::eable. or not in accordance with applicable laws, statutes, and regulations of the United States of America or the
State of Colorado, all other provisions of the Agreement sball remain in full force and effect.
gCUlXmd...bid-Vcniou.: 8/92
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THE CITY OF ASPEN
SUPPLEMENTARY CONDITIONS
PROJECT TITLE:
City Hall Window Repair Project
GENERAL.
These Supplementary Conditions amend or supplement the Standard General Conditions of the
Construction Contract and other provisions of the Contract Documents as indicated below. All
provisions which are not so amended or supplemented remain in full force and effect.
Cornpletion Date.
The Completion Date for all Work shall be October 31, 1995.
Liquidated Damages.
Liquidated damages shall be five hundred dollars ($500,00) per calendar day beyond the
authorized time for completion,
Owner's Representative.
The Owner's Representative for this project shall be:
Amy Amidon, Historic Preservation Officer
City of Aspen
130 S. Galena Street
Aspen, Colorado 81611
(303) 920-5096
FAX (303) 920-5119
Safety Requirernent.
Nothing in the Contract Documents shall be construed as relieving the Contractor from protecting
all property and persons or frorn strictly adhering to all applicable local, state and federal safety
requirements, Where there is a conflict between Contract Documents and any applicable safety
requirements, the safety requirements shall take precedence,
Waiver.
It is expressly understood and agreed that any waiver granted by the Owner of any term, provision
or covenant of this Contract shall not constitute a precedent nor breach of the same or any other
terms, provisions or covenants of this Contract. Neither the acceptance of the Work by the Owner
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.Ubcontractors and Suppliers.
Contractor before commencing work shall identify in wntmg by name and address all
Subcontractors, Suppliers, and other persons or organizations that will furnish the principal items
of materials, equipment or labor for this project.
Job Site Restrictions.
All materials to be removed from the project site or demolished on site, shall be disposed of by
the Contractor off the project site. Owner's properry is not available for Contractor staging or
storage area, except as permitted by Owner. Owner's propeny is not available for a Conrractor's
disposal area.
Disposal of Hazardous Materials.
The disposal of any hazardous materials shall be the sole responsibility of the Conrractor.
Precedence of Contract Documents.
The order of precedence of Conrract Documents shall be as follows:
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4.
5.
6,
7,
Addenda
Drawings
a. Detailed Drawings
b. Standard Drawings
Technical Specifications
Referenced Technical Specifications
Supplementary Conditions
Agreement Documents
Standard General Conditions
Payment and Performance Bonds.
Conrractor shall furnish performance and payment Bonds, each in an amount equal to 100% of
the total conrract price as security for the faithful performance and payment of all Contractor's
obligations under the Contract Documents. Reference is made to Section 5.1 and 5.2 of the
General Conditions for funher requirements relating to performance and payment bonds.
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nor the payment of all or part of the sum due the Contractor hereunder, shall constitute a waiver
by the Owner of any claim which the Owner may have against the Contractor or otherwise.
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Protection of Public Utilities and Other Adjoining Property.
The Contractor shall take all reasonable precautions for the safery of, and shall provide all
reasonable protection to prevent damage, injury, or loss to other property at the site or adjacent
thereto, and he shall be liable for any and all claims for such damage on account of his failure to
fully provide such protection. The Contractor shall notify all public utility companies at least forty
eight (48) hours prior to commencement of any Work in the vicinity of the utilities. No Work
shall Commence until the utilities have been located and staked by the utiliry company or written
consent to proceed has been giv~n by the City. If utility service must be interrupted, the
. Contractor shall notify the Ciry Manager of the City of Aspen and utility users affected by the
interruption of service at least twenry-four (24) hours prior to interruption. Notice shall consist
of publication in a local newspaper and/or announcement on local radio stations as determined by
the City.
Damage to Construction.
The Contractor shall safeguard, until all Work embraced by the Contract is formally accepted, all
construction, both complete and incomplete, against damage and destruction, and should damage
result, he will be required to reconstruct or repair it at his expense in a manner conforming to the
Plans and Specifications, reconstruction shall be in a manner suitable to the Ciry.
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Pre-Construction Conference.
A pre-construction conference shall be held within fifteen (I5) days after the Notice to Proceed,
at a site designated by the Ciry. The purpose of such meeting shall be to explain as required to the
COntractor. the requirements of the Contract Documents, the procedures to be used in the
administration of the Contract, and to discuss any item of concern to the Work. The Contractor,
City, or authorized representative of each, shall be required to attend such meeting as a condition
of the Contract.
Warranty Inspection.
At the Ciry's discretion, a warranty inspection will be held during the sixty (60) calendar days
prior to the expiration of the one year warranty period. Contractor agrees to provide an authorized
representative at such inspection to represent Contractor's interests. All defects identified during
inspection shall be corrected at Contractor's expense at direction of the City in a timely manner.
Corrective work shal,! be comme[1ced within ten (10) days after wrinen notice to Contractor.
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Payment Retainage.
Retainage on Pay Estimates shall be 10%, If the project is substantially complete by completion
date, or in the judgment of the Ciry, the amount of remaining work justifies a reduction in
retainage, then the retainage may be reduced at the sole discretion of the City,
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COI1lpellSa~O!l insurance ana wlemploymem insurance, are available from Owner to the employees. agents or servants of
Contractor. Comractor sh311 be solely and emirely responsible for its acts and for for the acts of Contractor's agents,
employees, servants :md subcontractors during the perfoffiIallCe of the Agreement.
Equal Opportuni1y:
16,5.1. Contractor and all Subcontractors shall not discriminate against any employee or applicant for employment
because of race, religion, cotor, creed, sex, affectional or sexual orientation, family responsibility, ancestry,
handicap. or nationat origin. COllUactor sball take all affirmative action steps necessary to insure that applicants are
employed, and that employees are treated during employment without regard to their race, religion, color, creed,
sex, affectional or sexual orientation, family responsibility, ancestry, handicap, or national origin. Such action shall
include, but llOt be limited to the following: employment, upgrading. demotion, or trnnsfer: recruianent, or recruianenr
advertising; layoff or termination; rates of payor other forms of compensation; and setection for training, includm.g
apprenticeship, ContractOr agrees to post in conspicuous places. notices seuing forth the policies of non-discrimination.
16.5.2, Contractor and all Subcontractors shall, in all solicitations or advertisements for employees placed by them or
on their behalf, state that qualified applicants will receive consideratinn for employment without regard to race.
religion, color. creed, sex. affectional or sexual orientation, family responsibility. ancestry, handicap or national origin.
16,5.3. Contractor and aU Subcontractors in the selection of employees and subcontractors shall not use criteria that
subject qualified individuals with disabilities to discrimination on the basis of disability.
Prohibited Interest:
16.6. No member, officer, or employee of the City of Aspen sball have any interest, direct or indirect. in this
Agreement or the proceeds thereof.
Warranties Against Contingent Fees, Gratulities. Kickbacks ond Conflict of Interest:
16.7. Contractor warrants that no person or selling agency bas been employed or retained to solicit or secure this
Agreement upon an agreement or understanding for a commission, percentage. brokerage, or contingency fee. excepting
bona fide emptoyees or bona fide established commercial or selling agencies m,inroined by the Contractor fro the purpose
of securing business,
16,8. Contractor agrees not to give any employee or fonner employee of Owner a gratuity or any offer of employment
in connection with any decision. approval, disapproval, recommendation, preparation of any pan of a program
requirement or a purchase request. influencing the content of any specification or procurement stand:ud. rendering of
advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for tuling,
determination. claim or controversy. or other particular matter, pertaining to this Agreement or to any solicitation or
proposal therefor.
16,9, It sball be a material breach of tbe Agreement for any. payment. gratuity, or offer of employment to be
made by or on behalf of a Subcontractor under a contract to the prime Contractor or higher tier Suibcontractor or any
person associated therewith, as an inducement for the award of a SubcOllUact or order. Contractor is prohibited from
iuduceing, by any means, any person emptoyed under this Agreemeut to give up any pan of the compensatio,n
to which belsbe is othelWise entitled. Contractor sball comply with all applicable tocal, state and federal "anti-kickback"
srarutes or regulations.
Exemption From Sales and Use Taxes: I
16.l0. All purchases of cOllSuuction or building materials for any agreement shaU not include Federat Excise
Taxes or Colorado State or local sates or use taXes, Owner is exempt from such taXes under appticable federal, state
and local laws. Owner's State of Colorado tax identification number is 98-04557. Owner's Federal Tax Identification
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15.2.
Upon the occurrence of anyone or more of {he following events:
l5.2,[, If Contractor commences a voluntary case under any chapter, of the Bankruptcy Code (Title U,
United States Code), as now or hereafter in effect, or if Contractor takes any equivalent or sim.i!:lr
action by filing a petition or otherwise W1der any other federal or state law in effect at such time
relating to the bankruptcy or insolvency;
15.2,2. If a petition is filed against Contractor W1der any chapter of the Bankruptcy Code as now or hereafter
in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief against
Contractor under any other federal or state law in effect at the time relating to bankruptcy or
insolvency;
L5.2,3, If Contractor makes a general assigmnem for the benefit of creditors:
15.2.4. If a trustee. receiver. custodian or agem of Contractor is appointed under applicable law or W1der
contract, wl10se appointment or authority to take charge of property of Contractor is for the
purpose of enforcing a Lien against such property or for the purpose of general administration of
such property for the benefit of Contractor's creditors:
15.2.5, If ContractOr admits in writing an inability to pay its debts generally as they become due:
15,2.6. If ContractOr persistently fails to perform the Work in accordance with the Contract Documents
(including but not limited to. failure to supply sufficient skilled workers or suitable materuus or
equipment or failure to adhere to the progress schedule establisl1ed W1der paragraph 2.9 as revised
from time to time);
15,2,7, If ContractOr disregards Laws or Regulations of any public body having jurisdiction;
15,2.8. If Contractor disregards the authority of Architect: or,
15,2,9. If Contractor otherwise violates in any substantial way any provisions of the Contract Documents:.
Owner may, after giving Contractor (and the surety, if there be one) seven mys written notice and to the extent
pennitted by Laws and Regulations, terminate.the selVices of Contractor. exclude Contractor from the site and rake
possession of the Work and of all ContractOr's tools, appl.iances, construction equipment and machinery at the site
and use the same to the full extent they could be used by Contractor (without liability to Contractor for trespass or
conversion), incorporate in the Work all materials and equipments stored at the site 'or for which Owner bas paid
Contractor but which are stored elsewbere. and finish the Work as Owner may deem expedient, In such case Contractor
shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Pri~e
exceeds the direct, indirect and consequeotial costs of completing the Work (including but not limited to fees and charges'
of engineers, architects, attorneys and other professionals and conn and arbitration costs) such excess will be paid to
Contractor, If such costs exceed such unpaid balance, ContractOr shall pay the difference to. Owner. Such costs incurred
by Owner will be approved as to reasonableness by Architect and incorporated in a Change Order, but when exercising
any rights or remedies under this paragraph Owner sball not be required to obtain the lowest price for the Work
performed.
15,3. Where ContractOr's selVices have been so terminated by Owner, the termination will not affect any rights Or
remedies of Owner against Contractor then existing or which may thereafter accrue. Any retention or payment of moneys
due Contractor by Owner will ~ct release Contractor from liability.
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15.4. Upon seven daysl written notice to Contractor, Owner may. without cause and without prejudice to any other
rigl1t or remedy. elect to abandon the Work and terminate the Agreement. In sucl1 case,' Contractor shall be
paId for all Work executed and any expense sustained plus reasonable termination expenses.
Contractor May Stop Work or Tenninale:
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complete, Arclutect will notify Owner and COlUracwr in writing giving the reasons rnerefor. [f
Architect considers that pan of the Work to be substantially complete, the provisions of paragraphs
14.8 and 14,9 will apply with respect to cenificarion of Substantial Completion of that pan of the Work
and the division of responsibility in respect thereof and access thereto,
14.10.2 Owner may at any time request Conrractor in writing to permit Owner to take over operation of any
such pan of the Work although it is not substantially comptete. A copy of such request will
be sent to Architect and within a reasonable time thereafter Owner, Contractor and Architect sball
make an inspection of that part of the Work to determine its status of completion and will prepare
a list of the items remaining to be completed or corrected thereon before finaL payment. If Contractor
does not object in writing to Owner and Architect that such part of the Work is not ready for separate
operation by Owner. Architect will finalize the list of itetus to be completed for corrected and will
deliver such list to Owner and Conrractor together with a written recommendations to the division of
responsibilities pending final payment between Owner and COnrractor with respect to security,
operation, safuy. maintenance. utilities. insurance, warranties and guarantees for that part of the Work
which will become binding upon Owner and Contractor at the time when Owner takes over such'
operation (unless they shall have otherwise agreed in writing and so informed Architect), During such
Operation and prior to Substantial Completion of such part of the Work. Owner shall allow Contractor
reasonable access to comptete or correct" itetus on said list and to complete other related Work.
14.10,3,
No occupancy or separate operation of pan of the Work will be accomplished prior to
compliance with the requirements of paragraph 5.15 in respect of property insurance,
Final Inspection:
14.11. Upon written notice from ContnIClor that the entire Work or an agreed ponion thereof is comptete, Owner will
make a final inspection with Architect and Contractor and will notify Contractor in writing of all particulars
in which this inspection reveals that the Work is incomplete or Defective. Contractor sball immediately take such
measures as are necessary to remedy such deficiencies.
Finn[ Appika1ion for Payment:
14,12. After Contractor bas completed all such correCtions to the satisfaction of Owner and delivered all maintenance
and operating instructions, schedules. guarantees, Bonds, certificates of inspection. marked-up record documents (as
provided in paragraph 6,19) and other documents - all as required by the Comract Documents, and after Owner has
indicated that the Work is acceptable. Contractor may make application for final payment following the procedure for
progress payments. The final Application for Payment sball be accompanied by all documentation called for in the
COntract Documellts, together with complete and legally effective releases or waivers (satisfactory to Owner) of all Liens
arising out of or filed in connection with the Work. In lieu thereof and as approved by Owner, Contractor may furnish
receipts or releases in full; an affidavit of Conrractor that the releases and receipts include all tabor. services, material
and equipment for which a Lien coukl be filed. and that all payrolls, material and equipment bills. and other indebtedness
connected with the Work for which Owner's property. might in any way be responsible, have been paid or othelWise
satisfied: and consent of the surety, if any, to final payment. If any Subconrractor or Supplier fails to furnish a release
or receipt in full, Contractor may furnish a Bond or other collateral satisfactory to Owner to indemnify Owner against
any Lien,
Settlement Date, Notice to Subcontractors, A~ceptance and Fmal Payment:
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14.13. If, 00 the basis of Architecd observation of the Work during construction and final inspection. and
Architect's review of the final Application for Payment and accompanying docUmentation _ all as required by the Contract
Documellts, Architect represetUs to Owner that the Work has been completed and Owner is satisfied that the Work has
been completed and CotUractor's other obligations under the CotUract Documents have been fulfilled, Architect will.
within ten days after receipt of the fmal Application for Payment, indicate in writing Architect's recommendation of
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ARTICLE 14 - PA YL'vlENTS TO CONTRACTOR AND COMPLETION
Schedule of Values:
14.1. The scheduie of values estabtished as provided in paragraph 2.9 will serve as the basis for progress
payments and will be incorporated into a fonn of Application for Payment acceptable to Architect. Progress
payments on account of Unit Price Work will be based on the nwnber of Wlits completed.
Application for Progress Paymell1:
14.2. At least twenty days before each progress payment is scheduled (but not more often tl1an once a month),
Contractor shall submit to Architect for review an Application for Payment filled out and signed by Contractor
covering the Work completed as of the date of the Application and accompanied by such supponing documentation
as is required by the Contract Documents.. If payment is requested on the basis of materials and equipment not
incorporated in the Work but delivered and' suitably stored at the site or at another location agreed to in writing, the
Application for Payment sball also be accompanied by a bilt of sale, invoice or other documentation Warranting that
Owner bas received. the materials am equipment free and clear of all liens, charges, security interests and encumbrances
(which are hereinafter in these General Conditions referred to as "Liens") and evidence that the materials and equipment
are covered by appropriate propetty insurance and other arrangements to protect Owner's interest therein, all of which
wilt be satisfactory to Owner. The amount of retainage with respect to progress payments wilt be as stipulated in the
Supplemental Conditions.
Conlrw:lor's Warranty of Title:
14,3. ContraCtor warrants and guarantees that title to all Work, materials and equipment covered by any Application
for Payment, whether incorporated in the Project or not. wilt pass to .Owner no later than the time of payment free and
clear of all Liens.
Review of Applications for Progress Paymell1:
14.4. Architect wilt. within ten days after receipt of each Application for Payment, either indicate in writing a
recolTlTTU'nlhrion of payment and present the Application to Owner, or return the Application to Contractor indicating in
writing Arcl1itect's reasons for refusing to recommend payment. In the latter case. Contractor may make the necessary
corrections and resubmit the Application. Ten days after presentation of the Application for Payment with Architect's
recommendation, the amountrecommende<l wilt (subject to the provisions of the last sentence of paragraph 14.7) become
due and when due wilt be paid by Owner to Contractor.
14,5. Architect's recommendation of any payment requested in an Application for Payment wilt constitute a
representation by Architect to Owner, based on Architect's on-site observations of the Work in progress and on
Archi=' s review of the Application for Payment am the accompanying data and schedules that the Work bas progressed
to the point indicated; that to the best of Architect's knowledge, information and belief. the quality of the Work is in
accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon
Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, to a firuil
derermination of quantities am classifications for Unit Price Work under paragraph 9. to. and to any other qualifications
stated in the recommendation): and that Contractor is entitled to payment of the amount recommended. However, by
recommending any snch payment Architect wilt not thereby be deemed to have represented that exhaustive or continuous
on-site inspections have been made to cbeck the quality or the quantity of the Work beyond the responsibilities specifically
assigned to Arcl1itect in the Contract Documents or that there may not be other matters or issues between the patties that
migtu emitte Comractor to be paid additiornlly by Owner or Owner to withhotd payment to Contractor.
14.6. Architect's recommendation of final payment will constitute an additiornt represernation by Architect to Owner
that dIe conditions precedent to Contractor's being emitted to final paymem as set forth in paragraph 14. t3 have beert
fulfilled.
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Comractor's obligations to perform the Work in accordance widl the Contract Documencs.
Ullcovering Work:
13.8, If any Work is covered COntnlry to the written request of Arcl1itect it must, if requested by Architect, be
uncovered for Arcl1itect's observation and replaced at Contractor's expense,
t3,9, If Architect considers it necessary or advisable that covered Work be observed by Architect or inspected or
tested by others. Contractor, at Architect's request, sll<lll uncover. expose or otberwise make available for observation,
inspection or testing as Arcl1itect may require. that portion of the, Work in question, furnishing all necessary labor,
material and equipmenrs, If it is found that such Work is Defective, Contractor sll<lll bear all direct; indirect and
consequential costs of such uncovering. exposure. observation, inspection and testing and of satisfuctory reconstruction,
(including but not limited to fees and charges of engineers, architects, attorneys and other professionals). and Owner sll<lll
be entitled to an appropriate decrease in the COntnlCt Price.
Owner May Slop The Work:
L3.lO, If the work is defective. or Contnlctor fails to supply sufficient skilled workers or suitable materials or
equipment, or tails to furnish or perform the Work in such a way that tbe completed Work will conform to the COntnlct
Documents. Owner may order Contractor to stop the Work, or any portion tb.ereof, until the cause for such order has been
eliminated; however, this rigbt of Owner to stOp the Work sll<lll.not give rise to any duty on the part of Owner to exercise
this right for the benefit of Contractor or any other party.
Correction or Removal of Defective Work:
13.11. If required by Arcl1itect or Owner, Contnlctor sll<lll promptly, as directed, either correct all Defective Work,
whether or oat fabricated, installed or completed. or, if the Work bas been rejected by Architect or Owner, remove it
from tbe site and replace it with nondefective Work. Contnlctor. shall bear all direct. indirect and consequential costs of
such correction or removal (including bur not limited to fees and charges of engineers, architects. attorneys and other
professionals) made necessary thereby.
One Year Correction Period:
13,12, If wirb.in one year after the date of Substantial Completion or such longer period of time as may be prescribed
by Laws or Regulations or by tbe terms of any applicable special guarantee required by the COntnlct Documenrs or by
any specific provision of tbe Contract Documenrs, any Work is found to be Defective, Contractor sll<lll promptly without
cost to Owner and in accordance with Owner's wriro:n instructions. either correct such Defective Work, or, if it has been
rejected by Owner, remove it from the site and replace it with nondefective Work. If Contractor does not promptly
comply with the terms of such instructions. or in an emergency where delay would canse serious risk of loss or damage,
Owner may bave the Defective Work corrected or the rejected WORK removed and replaced, and all direct, indirect and
consequential costs of such removal and replacement (including but not limited to fees and charges of engineers,
architects. attorneys and other professionals) will be paid by Contnlctor. In special circumstances where a panicular item
of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that
item may stan to run from an earlier date if so provided in the Specifications or by Wriuen Amendment.
Acceptonce of Defective Work:
,13,13. [f, instead of requiring correction or removal and replacement of Defective Work, Owner prefers to accept it.
Owner may do so. Contractor sball bear all direct. indirect and consequential costs attributable to Owner's
evaluation of and determination to accept such Defective Work. If any such acceptance occurs prior to Architect's
recorrunendatiorr of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract
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Cash ALWwances:
It .8. It is understood that Contractor has included in the Contract Price all allowances so named in the Contract
Documents and shall cause the Work so covered to be done by sucn Subcontractors or Suppliers and for such sums
within. the timit of the allowances as may be acceptable to Architect. Contractor agrees that:
Il.8.l. The allowances include the cost to contractor (less any applicable trade discounts) of materials and
equipment required by the allowances to be delivered at the site, and all applicable taxes: and,
Il.8,2, Contractor's costs for unloading and handling on the site, labor. installation costs, overhead, profit and
other expellSes coote11lplated for the allowances have been included in the Contract Price and not in the
allowances. No demand for additional payment on account of any thereof will be valid.
Prior to fioal payment, an appropriate Change Order will be issued as recommended by Architect to reflect actual
amounts due Contractor on account of Work covered by allowances, and the COntract Price shall be correspondingly
adjusted,
Unit Price Work:
Il.9,l. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the
Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the established unit
prices for each separately ideorified item of Unit Price Work times the estimated quantity of each item as indicated in the
Agreement. The estimated quantities of items of Unit Price Work are not guaranteed and are sotety for the purpose of
comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities and classifications
of Unit Price Work performed by Contractor will be mae by Architect in accordance with Paragraph 9.10,
ll. 9 ,2, Each unit price will be deemed to include an amount considered by CODlractor to. be adequate to cover
Contractor's overhead and profit for each separately identified item.
Il.9.3.. Where the quantity of any item of Unit Price, Work performed by Contractor differs materially and significantly
from the estimated quantity of such item i.odic:lted in the Agreement and there is no corresponding adjustment with respect
to any other item of Work and if Contractor believes that CODtrdctor has incurred additional expense as a result thereof.
Contractor may make a claim for an increase in the Contract Price in accordance with Article 11 if the panies are unable
to agree as to me amount of any such increase.
ARTlCLE 12 - CHANGE OF CONTRACT TIME
12,1. The Contract Time may only be changed by a Change Order or a Written Amendment. Any claim by Contractor
for an extension or sborreoiog'ofthe Contract Time sball be based on written notice delivered by Contractor to the Owner
and to Architect promptly (but in no event later than seven (7) days) after the occurrence of the event giving rise to the
ck'lim and stating the genernl IllllU1"e of the claim. Notice of the extent of the claim with supporting data shall be delivered
within tco (10) days after such occurrence (unless Architect allows an additional period of time to ascertain more accurate
data in support of the claim) and shall be accompanied by Contractor's written statement that the adjustment claimed is
the entire adjustment to which the Contractor has reason to believe it is entitled as a result of the occurrence of said event,
,All claims for adjustment in the Contract Time shall be determined by Architect in accordance with paragraph 9,l1if
Owner and Contractor cannot mherwise agree.. No claim for an adjustment in the Contract Time will be valid if nO[
submitted in accordance with the requirements of this paragraph t2.1.
12.2. The Contract Time will be extended in an amount equal to time tost due to delays beyond the controL {)f
Contractor if a claim is made therefor as provided in paragraph 12.l. Such delays shall include, but not be timired
to, acts or neglect by Owner or others performing additional work as contemplated by Article 7, or to fifes. floods,
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but not be limited to, salaries and wages plus the cost of fringe benefits which shall include social security contributions,
unemploymem:. excise and payroll faxes, workers' .or workmen's compensation, health <U1d. retirement benefits~ bonuses,
sick leave, vacation and holiday pay applicable theretO, Such emptoyees shall include superintendents and foremen at
dle sire. The expenses of performing Work afier regular working hours, 011 Saturday. Sunday or legal holidays. sl1a1l be
included in the above to the extem prior wriIlen authorizatioIl was obtained from OWIler.
11.4,2. Cost of all materials and equipmem furnished and incorporated in the Work, including costs of transportation
and storage thereof, and Suppliers' field services required in connectiOIl therewith. All cash discounts shall accrue to
COll!raCtOr unless Owner deposits fimls with Comractor with which to make payments. in which case the cash discounts
shall accrue to OWIler, AU trade discounts. rebates and refunds and all returns from sale of surplus materials and
equipmem shall accrue to OWIler and Comracror shall make provisions so dlat they may be obtained.
t 1.4.3. Paymems made by Comracror to the SubcomractOrs for Work performed by Subcomractors. If required
by Owner. Contractor shall obtain competitive bids from Subcontractors acceptable to COIltractOr and sl1a1l deliver
such bids to Owner who will then deternrine, with the advice of Architect, which bids will be accepted. If a
subcontract provides that the SubcontractOr is to be paid 011 the basis of Cost of the Work Plus a Fee. the Subcomracror's
COst of the Work sl1a1l be deternrined in the same manner as Comractor's cost of the Work. AU subcomracts sl1a1l be.
subject to the other provisions of the Comract Documents insofar as applicable,
11.4.4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories, surveyors,
attorneys and accountants) employed for services specifically related to the Work.
11.4.5. Supplemental costs including the following:
11.4.5. I.
The proponiou of necessary transportation. travel and subsistence expenses of Contractor's
employees incurred in discharge of duties connected with the Work.
11.4,5.2,
Cost. including transportation and maintenance, of all materia1s, supplies, equipmem,
machinery. appliances. office and temporary facilities at the site and hand tools nOt
owned by the workers, which are consumed in the perfonnance of the Work, and cost less
market value of such items used but Uot consumed which remain the propeny of Contractor.
11.4.5.3.
Rentals of all construction equipmem and machinery and the pans thereof whether rented
from Comracror or others in accordance with rental agreements approved by Owner with the
advice of Archita;!, and the costs of transportation. loading. unloading, installation,
dismantling and removal thereof-all in accordance with terms of said rental agreements.
The rental of any such equipmem. machinery or pans shall cease when the use thereof
is no longer necessary for the Work.
t 1.4.5.4.
Sales. consumer. use or similar taxes related to the Work. and for which Contractor is liable,
imposed by Laws and Regulations.
11.4.5.5,
Deposits tost for causes other than negligence of Comractor, any Subcomractor or anyone
di=ly or indirectly employed by any of them or for whose acts any of them may be liable,
, and royalty payments and fees for permits and licenses.
11.4,5,6.
The cost of utilities, fuel and sanitary facilities at the site,
11.4:5,7,
Minor expenses such as telegrams, long distance telephone calls, telephone service at the site,
expressage 'and similar petty cash items in connection with the Work.
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Cost of premiums for additional bonds and insurance required because of changes in the
Work and premiwns for property insurance coverage within the timits of the deductible
amountS established by OWIler in accordance with paragraph 5.9.
11.4.5.8.
11.5.
The term Cost of the Work shall not include any of the following:
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sixty days after such occurrence unless Architect allows an additional period of time [Q ascertain more accurate dar..a in
suPPOrt of the claim.
9,l2.. The rendering of a decision by Architect pursuant to paragraphs 9,10 and 9,1 t with respect to any such
claim, dispute or other matter sball be a condition precedent to any exercise by Contractor of such rigllts Or
remedies as CODJ:ractor may otherwise bave under the Contract Documents or by Laws or Regulations in respect of any
such claim, dispute or other matter. Owner sball ttot be bound by any initial interpretation by Architect of the
requirements of the CODJ:ract DoCuments, judgment on the acceptability of the Work thereunder, or fotmal decision made
by the Architect in accordance with paragraph 9.10 or 9.11. Any dispute not resolved by the initial decision of the
Arcl:1itect sball be decided by Owner, who sl:1all reduce the decision in writing and furnish a copy thereof to Contractor
and Architect, The decision of the Owner sl:1all be final subject to review by the Pitkin County District Court in Pitkin
County, Cotorado, Pending final decision of a dispute hereunder, the Contractor sl:1all proceed diligently with the
performance of the Work and in accordance with the Arcbitect's interpretation.
Urnitations on Architect's Responsibilities:
9.13, Neither Arcbitect's authority to act under tbis Article 9 or elsewhere in the Contract Documents nor any
decision made by Arcbitect in good fuith either to exercise or not exercise such authority sl:1all give rise to any duty
or responsibility of Arcbitect to Contractor. any Subcontractor, any Supplier. or any other person or organization
performing any of the Work, or to any surety for any of them.
9.14. Whenever in the Contract Documents the terms "as ordered", 'as directed", "as required", "as allowed". "as
approved" or terms of like effect or import are used, or the adjectives "reasonable", "suitable", "acceptable",
"proper" or "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review
or judgement of Arcbitect as to the Work, it is intended that such requirement, direction, review or judgment will be
solely to evaluate the Work for compliance with the Contract Documents (unless there.is a specific statement indicating
otherwise). The use of any such term or adjective sl:1all not be effective to assign to Architect any duty or authority to
supervise or direcr the furnishing or perfotIIl3IlCe of the Work or any duty or authority to undertake responsibility contrary
to the Contract Documents.
ARTICLE 10 - CHANGES IN THE WORK
10,1. Without invalidating the Agreement and without notice to any surety. Owner may, at any time or from time
to time, order additions. deletions or revisions in the Work; these will be authorized by a Written Amendment. a Change
Order, or a Work Directive Change, Upon receipt of any such document, Contractor sl1all promptly proceed with the
Work involved wbich will be performed under the applicable conditions of the Contract Documents (except as otherWise
specifically provided).
10.2. If Owner and Contractor are unable to agree as to the extent, if any, of an increase or decrease in the
Contract Price or an extension or shortening of the Contract Time that should be allowed as a result of a Work
Directive Change. a claim may be made therefor as provided in Article 11 or Article 12.
10.3. Contractor sball not be entitted to an increase in the Contract Price or an extension of the Contract Time
with respect to any Work performed that is nO[ required by the Contract Documents as amended, mndified and
supplemented as provided in paragraphs 3.4 and 3.5, except in the case of an emergency as provided in paragraph 6.22
and except in the case of uncovering Work as provided in paragraphl~'.9,
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10.4. Owner and Contractor sball execute appropriate Change Ordflrs (or Written Amendmems) covering:' ".'."
to.4,l. Changes in the Work which are ordered by Owner pUISuant to paragraph 10.1. are required because
of accepGlIlce of Defective Work under paragraphl3.13 or correcting Defective Work under paragraph
l3. t4 or are agreed to by the panies:
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or sample approval; nor will any approval by Architect relieve Conrracwr from responsibility for trrors or omissions in
[he Shop Drawings or from responsibility tor having complied witli the provisions of paragraph 6.25,['
6.28. Where a Shop Drawing or sample is required by tlie Specifications. any related Work petformed prior [0
Architect's review and approval of the peninem submission will be the sole expense lUld responsibility of COUlraCtor.
Continuing the Work:
6,29, Contractor shall carry on tlie Work and adbere to tlie progress schedule during all disputes or disagreements
wiili Owner, No Work shall be delayed or postponed pending resolution of any disputes or disagreements. except
as permitted herein or as Contractor and Owner may oilierwise agree in writing,
ARTICLE 7 - OTHER WORK
Relo.ted Work at Site:
7,1. Owner may petform otlier work related to tlie Project at tlie site by Owner's own forces. have otlier work
performed by utility owners or tet otber direct contracts tberefor which shall contain Ge~eral Conditions similar to
these. If Contractor believes that such performance will invotve additional expense to Cootractor or requires
additional time and tlie parties are unabte to agree as to tlie extent tliereof, Contractor may make a claim therefor
as provided herein,
7.2 Contractor shall affotd each utility owner and oilier contractor who is a party to such a direct contract (or
Owner if Owner is petfonning tlie additional ",ork witli Owner's employees) proper and safe access to the site and
a reasonable oppottunity for tlie introduction'and storage of materials and equipment and tlie execution of such
work.. and shall properly connect and cootdinare tbe Work witli tbeirs. Contractor shall do all cutting, fitting and
patching of tlie Work that may be required to make its several parts come togetlier properly and' integrate wiili such
other work. Contractor shall not endanger any work of otliers by cutting, excavating or otlierwise altering their
work and will only cut or alter tlieir work with tlie written consent of Architect and tlie otliers whose work will be
affected. The duties and responsibilities of Contractor under this paragraph are for tlie benefit of such utility owners
and otlier contractors to tlie extent that tliere are comparable provisions for tlie benefit of Contractor in said direct
contracts between Owner and such utility owners and oilier contractors,
7.3. If any pan of Contractor's Work depends for proper execution or results upon tlie work of any such otlier
contractor or utility owner (or Owner), Contractor shall inspect and promptly repon to Architect in writing any
delays. defects or deficiencies in such work that render it unavailable or unsuitable for such proper execution and
results. Contractor's failure so to repon will constitute an acceptance of tlie otlier work as fit and proper for
integration witli Contractor's Work except for latent or nonapparent defects and deficiencies in the other work.
Coordination:
7.4. If Owner contracts with otliers for tlie performance of otlier work on [he Project at the site, [he person or
organization of the activities among tbe various prime contractors may be identified in the Supplemental COoditionsl,
and the specific matters to be covered by such authority and responsihility may be itemized, and the extent of such
authority,and responsibilities may be provided, in the Supplemental Conditions. Unless otherwise provided in the
Supplemental Conditions, neither Owner nor Architect shall have any authority or responsibility in respect of such
coordination.
ARTICLE 8 - OWNER'S RESPONSlBlLITlES
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6,18. Contractor Shallllot load or permit my pan of my StIUcUlre to be loaded in any marmer that will endmger the
StIUcUlre. nor shall Contractor subject any pan of the Work or adjacent propeny to stresses or pressures that will
endanger it.
Record Docwnents:
6.19, Contractor sball maintaill in a safe place at the site Olle record copy of all Drawings. Specifications,
Addenda, Written Amendments, Cbange Orders, Work Directive Cbanges, Field Orders and written interpretations
md clarifications (isSUed pursuant to paragraph 9.4) in good order and annotated to show all changes made duri,ng
COnstIUCtiOn. These record documents together with all approved samples and a counterpan of all approved Shllp
Drawings will be availabte to Architect for reference. Upon completion of the Work, these record documents,
samples and Shop Drawings will be delivered to Architect for Owner,
Safety aruJ Protection:
6.20. Contractor sball be responsible for initiating, m.in"'mmg md SUpetVlSmg all safety precautions and
programs in connection with the Work. COntractor shalJ take all necessary precautions for the safety of. and shall
provide the necessary protection to prevent damage, injury or loss to:
6.29,1. all employees on the Work and other persons and organizations who may be affected thereby:
6.20.2. all the Work and materials and equipment to be incorporated therein. whether in storage on or off
the site: and
6.20.3. other propeny at t1ie site or adjacent thereto, including trees, shrubs, lawns, walks, pavements,
road-ways, suuctures, utilities and Underground Facilities not designated for removal, relocation
or replacement in the course of consuuction.
Contractor shall comply with all applicable Laws and Regulations of my public body baving jurisdiction for the
safety of persons or propeny or to protect them from damage. injury or loss: and sball erect and maintain all
necessary safeguards for such safety and protection. COntractor shall notify owners of adjacent propeny and Ill'
Underground Facilities and utility owners when prosecution of the Work may affect them, and sball Cooperate with them
in the protection. removat. relocation and replacement of their propeny. All damage, injury or loss to my propeny
referred to in paragraph 6.20.2 or 6.20.3 calISed, directly or indirectly, in whole or in pan, by Contractor.
my Subcontractor, Supplier or any other person or organization directly or indirectly employed by my of them to
perform or furnish any of the Work or myone for whose acts any of them may be liable, sbaJ1 be remedied by
Contractor. Contractor's duties and responsibilities for the safety and protection of the Work shall continue until
such time as all the Work is completed and Architect has issued a notice to Owner and Contractor in accordance with
paragraph 14.13 that the Work is acceptable (except as otherwise expressly provided in connection with Substantial
Completion),
6,21. COntractor sball designate a responsible representative at the site whose duty sball be the prevention of
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COll"iuuction acceptable to Architect. The procedure for review by Architect will be similar to (hat provided in paragraph
6.7.1 as applied by Arcltitect and as may be supplemented in the Gt:neral Requiremt:nts.
6,7.3. Architect will be allowed a reasonabte time witbin which to evaluate each proposed subStitute. Architect will be
the sate judge of acceptability, and no substitute witt be ordered, installed for utilized without Architect's prior written
acceprance which will be evideoced by either a Change Order or an approved Shop Drawing. Owner may requu"
Contractor to furnish at Contractor's expense a special performance guarantee or other surery with respect to any
substitute. Architect will record time required by Architect and Architect's consulrants in evaluating substitutions
proposed by Contractor and in making changes in dIe Contract Documents occasioned thereby. Whedler or not Architect
accepts a proposed substitute. Contractor shall reimburse Owner for the charges of Architect and Architect's consulrants
for evaluating each proposed substitute.
Concerning Subcontractors, Suppliers and Others:
6,8,1. Contractor shall not employ any Subcontractor, Supplier or other person or organization (including those
acceptable to Owner and Architect as indicated in paragraph 6.8.2), whether initially or as a subStitute, against
whom Owner or Architect may have reasonabte objection,
6.8.2. If the Supplemental Conditions require the identity of cenain Subcontractors. Suppliers or other persons or
organizations including those who are to furnish the principal items of materials and equipment to be submitted to Owner
in advance of the specified date prior to the Effective Date of the Agreement for acceprance by Owner and Architect and
if Contractor has submitted a list thereof in accordance with the Supplemental Conditions. Owner's or Architect's
acceptance (either in writing or by failing to make writteo objectioo thereto by the date indicated for acceprance or
objection in the bidding documents or the Comract Documents) of any such Subconrractor, Supplier or other person or
organizatioo so identified may be revoked on the basis of reasonable objection after due investigation, in which case
Contractor shall submit an acceptabte substitute. the ContraCt Price will be increased by the difference in the cost
occasioned by such substitution and an appropriate Change Order witt be issued or Written Amendmem signed. No
acceprance by Owner or Architect of any such Subcontractor. Supplier or other. person or organization shall constituie
a waiver of any right of Owner or Architect to reject Defective Work.
6.9, Contractor shall be fully responsible to Owner and Architect for all actS and omissions of the Subcontractors.
Suppliers and other persons and organizations performing or furnishing any of the Work under a direct or indirect contraCt
with Contractor jnst as Conttactor is responsible for Contractor's own acts and omissions. Notbing in the COntract
DocumentS shall create any contractual relationship between Owner or Architect and any such Subcontractor, Supplier
or other person or organizatioo. oar shall it create any obligation 00 the part of Owner or Architect to payor to see to
the paymem of any moneys due any such SubcontraCtor. Supplier or other person or organization except as may'otherwise
be required by Laws and Regulations.
6.10. The divisions and sections of the Specifications and the ideotifications of any Drawings shall oat controL
Contractor in dividing the Work among SubcontractOrs or Suppliers or delineating the Work to be performed by
any specific ttade.
6,[[, All Work performed for Contractor by a Subcontractor will be pursuant to an appropriate agreement between
Comractor and the SubcontractOr which specifically binds the Subcontractor to the Applicable terms and conditions of
the ContraCt Documents for the benefit of Owner and Architect and contains waiver provisions as required by paragraph
5,11. ContraCtor shall pay each SubcOluractor a just share of any insurance mooeys received by Contractor 00 account
of losses,
Patent Fees and Royaliies:
6.12, CmUfactor shall pay all license fees and royalties and assume all costs incident to the use in die performance of
the Work or the incorporatiun in dIe Work of any invention, design, process, product or device which is the subject of
parem tiglus or copyrigius tIek! by odlers. CootraCtor shall indemnify and hold harmless Owner and Architect and anyone
directly or indirectly employed by eidler of them from and against all claims, damages, losses and expenses (including
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ro Owner upon demand, or Owner may offset tile COSt of the premiums against monies due [Q Contractor from Owner.
5.4.5. Owner reserves the right to request and receive a certified copy of any policy and any endorsement thereto.
5.4.6. The parties hereto understaIXi alX! agree !bat Owner is retying on, and does not waive or intend to waive by any
provision oftlris contract. the monetary limitations (presently $150,000,00 per person and $400.000 per occurrence) or
any other rigbls, immunities, and protections provided by tile Colorado Governmental Immunity Act, Section 24-lO-LOI
et seq.. C.R,S" as from time to time amended, or otherwise available to Owner, its officers, or its emptoyees.
Owner's Uabiliiy Insurance:
5.5. The parties hereto understand that the Owner is. a member of the Colorado Intergovernmental Risk Sharing
Ageocy (ClRSA) alX! as such participates in the ClRSA Property/Casualty Pool. Copies of the CmSA policies and manual
are kept at the City of Aspen Finance Deparonent and are available to Contractor for inspection during normal busin""s
hours. Owner makes no representations whatsoever with respect to specific coverages offered by CmSA. Owner shall
provide ContractOr reasonable notice of any changes in its membership or participation in CmSA.
ARTICLE 6 - CONTRACTOR'S RESPONSmlLITIES
Supervision and Superintendence:
6.1. Conttactor sball supervise and direct the Work competently and efficiently, devoting such attention thereto and
apptying such skills alX! expertise as may be necessary to perform the Work in accordJmce with the Contract Documents.
Contractor shall be solely responsible for the means. methods, techniques, sequences and procedures of construction.
ContractOr shall be. responsible to see that the finished Work complies accurately with the Contract Documents.
6,2. CoDtractor sball keep on the Work at all times duringils progress a competent resident superintendent. who shall
not be replaced without written notice to Owner and Architect except under extraon:linary circumstances. The
superintendent will be Conttactor's representative at the site and shall have authority to act on behalf of Contractor. All
co=unications given to the superinrendent shall be as binding as if given to Conrractor,
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Protection of Existing Vegetaiion:
4.5 Contractor shall preserve and. protect existing vegetarion such as trees, sbrubs. and. grass an or adjacent to the
work site wttich are l1{){ indic.lled to be removed and which do not unreasonabty interfere with the construction work and
he shall replace in kind the vegetation. stuubs and grass damaged by him at ltis own expense.
Asbestos and Polychlorinated biphenyl
4.6 In the event COlllractor encowuers on the site material reasonably believed to be asbestos or polychlorinated
biphenyl (PCB) which has nort been remere<! harmless. and which has not been idelllified previously by the specifications
or project drawings. the Contractor shall immediately stop Work in the area affected and report the condition to the
Architect and Owner in writing, The Work in the affected area shall not thereafter be resumed except by written
agreemelll of the Owner and COlllraCtor if in fact the material is asbestos or polychlorinated biphenyl (PCB), or when:;t
tJas been rendered harmless.
ARTICLE 5 - BONDS, INDEMNIFICATION AND INSURANCE
Peifonnance and Other Boruis:
5,[' Contractor shall furnish performance and payment Bonds for 100% of the cost of the work as security for tIie
faithful perfonnance and paymelll of all Contractor's obligations under the COntract Documents. These Bonds shall
remain in effect at least until one year after the date when final payment becomes due, except as otherwise provided by
Law or Regulation or by the COntrnct Documents, Contractor shall also furnish such other Bonds as are required by the
Supplemental CoOOitions. All Bonds shall be in the forms prescribed by Law or Regulation or by the ContraCt Documents
and be executed by such sureties as are named in the currellllist of "Companies Holding Certificates of Authority as
Acceptable Stll"eties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended)
by the Audit StaffBurean of AccountS, U.S, Treasnry Deparonent. All Bonds signed by an agent must be accompanied
by a certified copy of the authority to act.
5,2, If the surety on any Bom furnished by Connactor is declared a banlaupt or becomes insolvent or its right to do
business is terminated in any state or it ceases to meet the requirements of paragraph 5,1. Contractor shall within five
days thereafter substitute another Bond and Surety, both of which must be acceptable to Owner.
Indemnification:
5.3, Contractor agrees to iIJdemnify and bold barmless the City of Aspen, its officers, employees, insurers, and self-
insurance pool, from and against all liability. claims. and demands, on account of injury, toss, or damage, including
without limitation claims arising from bodily injury. personal injury. sickness, disease. death. property loss or damage.
or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this contract, if such
injury, loss, or damage is caused in whole or in part by, or is claimed to be caused ,in whole or in part by. the acf.
omission, error, professiooal error, mistake, negligence, or other fault of the Connactor, any subcontractor of the
Contractor, or any officer, employee, representative, or agem of the Contractor or of any subcontractor of the Contractor.
or which arises otll of any wortonen's compensation claim of any employee of the COlllractor or of any employee of any
subcontrnctor of the COlllractor. The Contractor agrees to to investigate, handle, respond to, and to provide defense for
and defend against, any such liability, claims or demands at the sole expense of the Contractor, or at the option of the
City of Aspen. agrees to pay dle City of Aspen or reimburse the City of Aspen for the defense costs incurred by the City
of Aspen in coonection with, any such liability, claims"or demands; The Contractor also agrees to bear all other costs
aDd expenses related thereto, including court costs ar;ct attorney fees. wbether or nO[ any sucl1liability, claims, or demands
alleged are groundless, false. or fraudulent. If it is determined by the final judgment of a COUrt of competent jurisdiction
tim such injury, loss, or damage was caused in whole or in part by the act, omission, or other fault of the City of Aspen.
its officers, or its employees. the City of Aspen shall reimburse tile COlllraCtor for tile portion of the judgment attributable
[0 such act, omission, or other fault of the City of Aspen, its officers, or employees.
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Reuse of Documents:
3.6. Neither Contractor nor any Subcontractor or Supplier or other person or organization perfomting or
fumisrung any of me Work W1der a direct or indirect conWlct with Owner sha.ll have or acquire any title to or
ownership rights in any of the Drawings,
Precedence of ConJract Docwnenis:
3,7 The Agreement governs over tbe Contract DOCUlllems. A Cbange Order governs over all otber COntraCt
DOCUlllents, The Supplemental Conditions govern over tbe General Conditions.
ARTICLE 4 - AVAILABILITY OF LANDS: PHYSICAL CONDITIONS: REFERENCE POINTS
Availability of Lands:
4.1. Owner sball furnisl1. as ;1Y1;",,'Ni in the Contract DocumetllS, the lands upon wbich the Work is to be performed.
rights-of-way and easements for access tbereto. and such other lands wbich are designated for tbe nse of Contractor,
Contractor shall have full responsibility witb respect to any conditions or provisions contained in applicable easements
relating to the lands upon wbich tbe Work is to be performed.
Ph,Ysical Conditions:
4.2.1. EXPLORATIONS AND REPORTS: Reference is made to tbe Supplemental Conditions for idenrificationof
tbose reports of explorations and tests of subsurface conditions at the site that have been utilized by Arcbitect' in
preparntion of the Contract Documents. Contractor may reasonably rely upon tbe accuracy of tbe technical data contained
in such reports, but nOt upon nontechnical data, interpretations or opinions contained tberein or for. tbe completeness
thereof for Contractor's purposes. Except as indicated in the immediately preceding sentence and in paragraph 4,2.6,
Contractor shall have full responsibility witb respect to subsurface conditions at tbe site. Contractor shall not, by virtue
of this paragrnph, be relieved from exercising ordinary skill and competence witb respect to reliance upon the accuracy
or tbe technical data contained in such reports.
4,2.2. EXISTING STRUCTURES: Reference is made to tbe Supplemental Conditions for identification of tbose
drawings of pbysical conditions in or relating to existing surface and subsurface structures (except Underground
Facilities referred to in paragraph 4,3) wbich are at or contiguous to the site that have been utilized by Architect in
preparntion of the Contract Documents. COlllractor may reasonably rely upon tbe accuracy of tbe technical data contained
in such drawings, but not fur the compteteness tbereof for Contractor's pwposes, Except as indicated in tbe immediately
preceding sentence and in paragraph 4.2.6 Contractor shall have full responsibility witb respect to physical conditions
in or relating to such structures, Contractor shall not, by virtue of this paragrnph, be relieved lium exercising ordiruuy
skill and competence witb respect to reliance upon tbe accuracy of the technical data contained in SUCll drawings.
4.2.3, REPORT OF DIFFERING CONDITIONS: If Contractor believes that:
4,2.3.1. Any technical data on wbich Contractor is entitled to rely as provided in paragraphs 4.2.1 and 4.2.2
is inaccurate: or
4,2.3.2. Any physical conditio" uncovered or revealed at the site differs materially from that indicated, reflected
or referred to in the Contract Documents.
Comractor shall promptly after becoming aware tbereof and before performing any Work in connection therewith
(except in an emergency as pennitted by paragraph 6.22 notify Owner and Architect in writing about tlle inaccuracy
or difference.
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COflunencemelll of Cafllmel Time, Nalice 10 Proceed:
2.3 Prior to Owner issuing a Notice to Proceed, either Ule City Manager or Ule Mayor of Ule City of Aspen shall
approve tlJe Contract Documents and shall execute Ule same. NotwiUlStanding any representations to the contrary l1l3de
by Owner's employees. eitherdirect1y. itxlirectly. or by implication, no Agreement shall be in effect nor shall be binding
upon Owner UIllil such time as the Agreement is executed by Owner pursuant to authority granted in accordance with
Section 3-11 of the Procurement Code, Owner shall issue a Notice to Proceed afier either (a) the City Manager bas
executed the Agreement. or (b) Owner's City Council has authorized the execntion of the Agreement by the Mayor, and
(c) the Contractor has executed the Agreement and other Contract Documents. and has delivered Ule specified boods,
Certificates of lnsurance. if any are required. and any other documents required to be delivered by the Supplemental
Conditions. The Contract Time will commence to run on the thirtieth day after the Effective Date of the Agreement. Or
on the day indicated in Ule Notice to Proceed,
Starting the Project:
2.4 Contractor sball st3It to perform the Work on the date when the Contract Time commences to run. but no Work
shall be done at the site prior to the date on which the COntr3ct Time commences to run.
Before Starting the Project:
2.5 Before UDdel13king e:lch part of the Work. COntractor sball carefully swdy and compare the COntr3ct Documents
and check and verify pertinent figures shown thereon and all applicable field measurements. Contnlctor shall promptly
repolt in wIiting to Archi= any conflict. error or discrepancy which COntnlctor may discover and shall obtain a written
interpretation or clarification from Architect before proceeding with any Work affected thereby.
2,6 Within ten days after the Effective Date of the Agreement (unless otherwise specified in the Supplemental
Conditions or General Requirements), Contr3ctor shall submit to Architect for review,
2,6.1 An estimated progress schedule indicating the Sl3Iting and completion dates of the various Stages
of the Work; .
2.6.2 A preliminary schedule of Shop Drawing submissions: and
2.6.3 A prelirniruuy schedule of values for all of the Work which will include quantities and prices of items
aggregating the Contract Price and will subdivide the Work into component pans in sufficient derail
to serve as the basis for progress payments during construction,
2.7, Before any Work at the site is stalted. COntnlctor shall deliver to Owner. with a copy to Architect.
certificates (and other evidence of insurance requested by Owner) which Colltr3ctor is required to purchase and
maimain in accordance with p3f3graphs 5.3 and 5.4,
Preconstruction Conference:
2,8 Within twenty days after the Effective Date of the Agreement. but before Contractor starts the Work at the site,
a conference attended by Colltr3ctor, Architect and others as appropriate will be held to discuss the schedules referred
to in paragraph 2.6, to discuss procedures for handling Shop Drawings and other submittals and for processing
Applications for Payment. and to establish a working understanding among the parties as to the Work.
Finalizing Schedules:
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2.9. AI [elIst ten days before submission of the first Application for Payment a cOnfel,ence attended by Contractor, J
Architect and others as appropriate will be held to finalize the schedules submitted in accordance Witll paragraph 2.6.
The finalized progress schedule will be acceptable to Architect as providing an orderly progression of the Work to
completion within tlJe Contract Time, but such acceptance will neither impose on Architect responsibility for the progress
or scheduling of the Work nor retieve Contractor from full responsibility therefor. The finalized schedule of Shop
Drawing submissions will be aCceplable to Architect as providing a workable arrangement for processing the submissions,
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paYI1lt:1U (unkss responsibility for the protection thert:of has been assumed by Owner at SubsL."Uuial Completion in
accordance wi[h paragrnph l4.8 or 14.10)
Drawings - The drawings wttich show the character and scope of dIe Work [0 be perfOffiled and which have been
prepared or approved by Arcltitect are referred to in'the Contract Documents, '
Effective Date nf tlte Agreement - The date indicated in the Agreement on which it becomes effective, hut if no suclt
date is iOOicated it means the date on which the Agreement is signed and delivered by tlte"tast of dIe two parties to sign
and deliver.
Architect - The person, linn or corporation named as such in the Agreement. The Owner may appoint a City employee
to function as the Architect.
Field Order - A written order issued by Architect wl1ich orders minor changes in the Work in accordance with paragraph
9.5 but wl1ieh does UO! invotve a change in the Contrnct Price or the Contract Time,
General Requirements - Sections of Division I of the Specifications.
Laws and RegnJations; Laws or RegnJations - Laws. rules regulations, ordinances. procurement code and/or orders.
Notice of Award - The written notice by Owner to the apparent successful bidder stating that upon compliance by the
apparent successful bidder with the conditions precedent enumerated therein, within the time specified, Owner will sign
and deliver the Agreement.
Notice to Proceed - A written notice given by Owner to Contractor (with a copy to Architect) fixing the date on which
the COlllract Time will commence to run and on which Contractor shall start to perform Contractor's obligations under
the Contract Documents.
Owner - Tlje City of Aspen.
Partial Utilization - Placing. a portion of the Work in service for the purpose for which it is intended (or a related
purpose) before reaching Substantial Completion for all the Work,
Project - The total construction of which the Work to be provided under the Contract Documents may be the whole, or
a part as indicated elsewhere in the Contract Documents.
Procurement Code - Chapter 3 of the City of Aspen Municipal Cnde.
Resident Project Representative - The authorized representative of Architect wlto is assigned to the site or any part
thereof.
Shop Drawings - All drawings, diagrams, illustrations, schedules and other data which are specifically prepared by or
for Contractor to illustrate some portion of the Work and all illustrations, brochures, standard schedules, performance
charts, instructions. diagrams and other information prepared by a Supplier and submitted by Contractor to illustrate
nmerial or equipment for some portion of the Work.
Specifications - Those portions of the Contract Docwnents consisting of written technical descriptions of matermls,
equipment, construction systems. standards and workmanship as applied.to the Work and certain administrative details
applicable thereto.
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Subcontractor - An indivil1ual, firm or corporation having a direct contract widl Contractor or with any other
SubcomraclOr for the performance of a part of the Work at the site.
Substantial Completion - The Work (or a specified part thereof) bas progressed to the point where, in the opinion of
Architect as evidenced by Architect's definitive certificate of Substantial Comple[ion, it is sufficiently complete, in
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Coordinator who will coordinate all aspects of the bidding and awards process. All
questions about the meaning or intent of the Contract Documents shall be submitted to the
Coordinator in writing. Replies will be issued by Addenda mailed or delivered to all
patties recorded by the Bidding Coordinator as baving received a Bid Package. Questions
received less than ten (10) days prior to the date of Bid openings may not be answered.
Only questions answered by formal written Addenda will be binding. Oral and other
interpretations or clarifications will be without legal effect.
12. All City, procurements, source selection, contract formation, legal and contractual
remedies, and standards of conduct relating to procurements with the City of Aspen are
subject to the City's Procurement Code, Chapter 3 of the Municipal Code.
insuuct.bid
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Bid, that the Bidder may withdraw his Bid and the Bid Securiry will be
returned. Thereafter that Bidder shall be disqualified from further bidding
on the Work.
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J. At the place, date, and time fixed for opening bids, all bids received prior
to that time shall be publicly opened and read aloud. All bids shall remain
open for a period of thirty (30) days, but the City may, in its sole
discretion, release any Bid and return the Bid Security prior to that date.
K. The City shall then evaluate each bid in the best interests of the City of
Aspen. The bids shall be evaluated to determine which are the lowest
responsive and responsible bids. In making that evaluation, total price, the
evaluation criteria set forth in the Invitation for Bids, and the following
specific criteria shall be considered:
1. The ability, capacity, and skill of the bidder to perform the contract
or provide the Service or Construction required;
2. Whether the bidder can perform the contract or provide the
Construction promptly, or within the time specified, without delay
or interference;
3.
The character, integrity, reputation, judgment, experience and
efficiency of the bidder;
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4. The quality of perfonnance of previous contracts or Construction;
5. The previous and existing compliance by the bidder with laws and
ordinances relating to the contract or Construction;
6. The sufficiency of the fmancial resources and ability of the bidder
to perform the contract or provide the Construction;
7, The affmnative action goal preferences set forth at Section 3-13(b)
of the Aspen Municipal Code.
8. Compensation to the bidder.
9. Any other criteria for evaluating Bids set forth in the Invitation for
Bids,
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Prior to accepting a bid, the City may decide to interview one or more
bidders to negotiate final contract terms for inclusion in the Agreement.
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Invitation for Bids:
A. Reference is made to the Invitation for Bids to determine if a pre-bid
conference will be scheduled, and if so, where and when. If a pre-bid
conference is scheduled, attendance at the pre-bid conference is mandatory
unless prior authorization is given by the Bid Coordinator, The costs of
attendance at a pre-bid conference shall be borne entirely by the Bidder.
B. Reference is made to the Invitation for Bids to determine how complete Bid
Packages may be obtained.
C. Before submitting a Bid, each Bidder must (a) examine the Contract
Documents thoroughly, (b) visit the site, if any, to become familiar with
local conditions that may in any manner affect cost, progress or
performance of the Work, (c) become familiar with federal, state and local
laws, ordinances, rules and regulations that may in any manner affect costs,
progress or performance of the Work; (d) become familiar with the unique
weather conditions of the City of Aspen and surrounding area that may
affect costs, progress or performance of Work; and (e) study and carefully
correlate Bidder's observations with the Contract Documents.
D.
Reference is made to the Supplemental General Conditions and the
Invitation for Bids for the identification of those reports of investigations
and tests of subsurface and latent physical conditions at the site or otherwise
affecting cost, progress or performance of the Work which have been relied
upon by the City of Aspen or a consultant in preparing any Drawings or
Specifications. These reports are not guaranteed as to accuracy or
completeness, nor are they part of the Contract Documents. Before
submitting his Bid each Bidder will, at his own expense, make such
additional investigations and tests as the Bidder may deem necessary to
determine his Bid for performance of the Work in accordance with the
time, price and other terms and conditions of the Contract Documents.
E. Reference is made to the Invitation for Bids to determine the place, date,
and time for delivering sealed Bids for this project.
F.
Bids shall be submitted at the time and place indicated in the Invitation for
Bids and shall be included in an opaque sealed envelope, marked with the
Project title and name and address of the Bidder and accompanied by the
Bid Security referenced below and other required documents. If the Bid is
sent through the mail or other delivery system the sealed envelope shall be
enclosed in a separate envelope with the notation "BID ENCLOSED" on
the face thereof. Bids submitted by facsimile machine (FAX) shall not be
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on the same basis as if such costs had been incurred prior to final payment, but not in excess of
the Guaranteed Maximum Price, if any. If the Contractor has participated in savings as provided
in Paragraph 5.2, the amount of such savings shall be recalculated and appropriate credit given
to the Owner in determining the net amount to be paid by the Owner to the Contractor.
ARTICI,R 14
MISCELLANEOUS PROVISIONS
14.1 Where reference is made in this Agreement to a provision of the General Conditions or
another Contract Document, the reference refers to that provision as amended or supplemented
by other provisions of the Contract Documents.
14.2 Payments due and unpaid under the Contract shall bear interest from the date payment is
due at the legal rate prevailing from time to time at the place where the Project is located.
ARTICLR 15
TERMINATION OR SUSPENSION
15.1 The Contract may be terminated by the Owner for cause as provided in Article 15 of the
General Conditions; however, the amount, if any, to be paid to the Contractor under this
Agreement shall not cause the Guaranteed Maximum Price to be exceeded.
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12.5.4 Additional retainage shall be as set forth in the Supplemental Conditions.
12.7 Except with the Owner's prior approval, payments to Subcontractors included in the
Contractor's Applications for Payment shall not exceed an amount for each Subcontractor
calculated as follows:
12.7.1 Take that portion of the Subcontract Sum properly allocable to completed Work as
detennined by multiplying the percentage completion of each portion of the Subcontractor's Work
by the share of the total Subcontract Sum allocated to that portion in the Subcontractor's schedule
of values, less retainage of ten percent (10 %). Pending final determination of amounts to be paid
to the Subcontractor for changes in the Work, amounts not in dispute may be included as provided
in the General Conditions even though the Subcontract Sum has not yet been adjusted by Change
Order.
U. 7.2 Add that portion of the Subcontract Sum properly allocable to materials and equipment
delivered and suitably stored at the site for subsequent incorporation in the Work or, if approved
in advance by the Owner, suitably stored off the site at a location agreed upon in writing, less
retainage of ten percent (10%).
12.7.3 Subtract the aggregate of previous payments made by the Contractor to the Subcontractor.
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12.7.4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate
for Payment by the Owner to the Contractor for reasons which are the fault of the Subcontractor.
12.7.5 Add, upon Substantial Completion of the entire Work of the Contractor, a sum sufficient
to increase the total payments to the Subcontractor to one hundred percent (100%) of the
Subcontract Sum, less amounts, if any, for incomplete Work and unsettled claims; and, if final
completion of the entire Work is thereafter materially delayed through no fault of the
Subcontractor, add any additional amounts payable on account of Work of the Subcontractor in
accordance with the General Conditions.
12.8 Except with the Owner's prior approval, the Contractor shall not make advance payments
to suppliers for materials or equipment which have not been delivered and stored at the site.
12.9 In taking action on the Contractor's Applications for Payment, the Architect shall be
entided to rely on the accuracy and completeness of the information furnished by the Contractor.
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ACCOUNTING RECORDS
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11.1 The Contractor shall keep full and detailed accounts and exercise such controls as may be
necessary for proper financial management under this Contract; the accounting and contI'ol
systems shall be satisfactory to the Owner. The Owner and the Owner's accountants shall be
afforded access to the Contractor's records, books, correspondence, instructions, drawings,
receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this
Contract, and the Contractor shall preserve these for a period of three years after final payment,
or for such longer period as may be required by law.
ARTICLR 12
PROGRESS PAYMENTS
12.1 Based upon Applications for Payment submitted to the Architect by the Contractor and
Certificates for Payment issued by the Architect, the Owner shall make progress payments On
a=unt of the Contract Sum to the Contractor as provided below and elsewhere in the Contract
Documents.
12.2 The period covered by each Application for Payment shall be one calendar month ending
on the last day of the month.
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12.3 Provided an Application for Payment is received by the Architect not later than the first
day of a month, the Owner shall make payment to the Contractor not later than the tenth day of
the following month. If an Application for Payment is received by the Architect after the
application date frxed above, payment shall be made by the Owner not later than fifteen days after
the Architect receives the Application for Payment.
12.4 With each Application for Payment the Contractor shall submit payrolls, petty cash
accounts, receipted invoices or invoices with check vouchers attached, and any other evidence
required by the Owner or Architect to demonstrate that cash disbursements already made by the
Contractor on account of the Cost of the Work equal or exceed (1) progress payments already
received by the Contractor; less (2) that portion of those payments attributable to the Contractor's
Fee; plus (3) payrolls for the period covered by the present Application for Payment; plus (4)
retainage provided in Subparagraph 12.5.4, if any, applicable to prior progress payments.
12.5.1 Each Application for Payment shall be based upon the most recent schedule of values
submitted by the Contractor in accordance with the Contract Documents. The schedule of valu~;:
shall allocate the entire Guaranteed Maximum Price among the various portions of the work,
except that the Contractor's Fee shall be shown as a single separate item. The schedule of values
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ARTICLl': 3
RELATIONSHIP OF THE PARTIES
3.1 The Comracr.or accepts the relationship of trust and confidence established by this Agreement
and covenants with the Owner to cooperate with the Architect and utilize the Con1r3C".or's best
skill. efforts and judgment in furthering the interests of the Owner; to furnish efficient business
administration and supervision; to make best efforts to furnish at ail times an adequate supply of
workers. materials. equipment and supplies; and co perfonn the Work in the best way and most
expeditious and =nomical manner consistent with the interests of the Owner. The Owner agtet:S
to exercise best efforts to enable the Comrac:or to perfonn the Work in the best way and most
expeditious manner by furnishing and approving in a timely way infonnation required by the
Contractor and making payments to the Contractor in accordance with requirements of the
Contract Documents.
ARTICLE 4
DATE OF COMME.,(CL'rIL'IT A1'ID SlIBSTA1."ITIAL COlVlPLETION
4.1 The date of commencement and date that Contractor shall achieve Substantial Completion of
the entire Work is October 31. 1994. The Contractor shall pay Liquidated Damages in an amount
of 5500.00 per calender day for work after Oc:ober 31, 1994,
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ARTICl,l': 5
COI'ITRACT PRICE
5.1 GUARAJ."ITEED MA.UMtJM PRICE
5.1.1 The sum of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor
not co exceed . subject to additions and deductions by Change Order as
provided in the Contract Documents. Such ma."'timum sum is referred to in the Contract
Documents as the Guaranteed Maximum Price. COSts which would cause the Guaranteed
Ma."'timum Price to be exceeded shall be paid by the Comrac+..or without reimbursement by the
Owner.
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ARTIC..E....U
CHANGES IN THE WORK
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