HomeMy WebLinkAboutresolution.council.037-97
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RESOLUTION NO. S 7
Series of 1997
A RESOLUTION APPROVlNG A PROFESSIONAL SERVICES AGREEMENT AMENDMENT
BETWEEN REAMS CONSTRUCTION COMPANY AND THE CITY OF ASPEN, COLORADO,
FOR PROFESSIONAL SERVICES RELATlNG TO 1997 WATER PLANT IMPROVEMENTS,
PART ONE AGREEMENT, AND AUTHORIZlNG THE CITY MANAGER TO EXECUTE SAID
AGREEMENT AMENDMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a professional services agreement
amendment between Reams Construction Company 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 professional services
agreement amendment between Reams Construction Company and the City of Aspen, a copy of
which is annexed hereto and incorporated herein, and does hereby authorize the City Manager ofthe
City of Aspen to execute said agreement amendment on behalf of the City of Aspen.
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lNTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the
day of )n~
,1997.
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(7 ..........~~~~--
000 S. Beunett, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certif'y 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 the day hereinabove stated.
~~~
Kathryn S. Ko , City derk -----
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Th..Ch"'...."..'.....
PAA.T ONE AGREI;MENT FOR DESIGN/BUILD PROJECT
THIS AGREEMENT. made and entered into on _ . _ _-- - -. by and between
the CITY OF ASPEN. Colorado. hereinafter called the "City". and _ R.....~~...str"c.t:,,'"
CO_p......y J ~c...-- , hereinafter called the "Designf8uilder".
WHEREAS, the City has caused to be prepared. in aCCQrdance with the law,
specifications and other Contract Documents for the work herein described, and has approved
and adopled said documents, and has caused 10 be published. in the manner and for the time
required by law, an advertisement, for the project entitled:
, and,
WHEREAS, the Design/Builder, in response to such advertisement, or in response to
direct Invitation, has submitted 10 the City. in the manner and al the time specified. a sealed
proposal in accordance with the terms of said Invitation for Proposals; and,
WHEA.EAS, the City. in ttle manner prescribed by law. has publicly opened, examined,
and canvassed Ihe proposals submitted in response to the published Invitation for Proposals
therefore, and as a result of suctl canvass has determined and declared that it is in the City's
best interest to award to the DesignfBuilder this Part 1 Agreement therefore, for the sum or
Sl,!nlS set forth herein;
NOW, THEREFOA.E, in consideration of the payments and Part 1 Agreement herein
'l1anlloned.
1. The Design/Builder shall commenCe and complete the Work as fully described in
the Contract Documents.
2. The Design/Bullder shall furnish all of the materials, supplies. tools, equipment,
labor and other services necessary for the Work described herein.
3. The Design/Builder shall commence the WorK required by the Contract
Documents within seven (7) consecutive calendar days after ~ datWf .,tl~~ II Proceed"
and will complelo the same by the date and time indicated tiI?t\;j1 ~p'l ~r ~ !!.-unless Ihe
lim.. is ext",nded in accordance with appropriate provisions In the Contract Documents.
4.
Documents
The Design/Builder agrees 10 perform all of the Work described in the Contrac
for
a
sum
($
not
to
excee(
) or a~
therein
the
terms
and
comply
with
shown on the Proposal, dd.ed- II! o.;r /9) N tf 7.
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5 The term "Contract Documents" rneans and includes the documents listed in Il1e
-c.l(~' of :'.cpeH-CU[\U1L11 C~II1JililJllb Isr 1/4111 I9bl~IYII:'~~il.J:-rI..jtJt.:l~i .llu5 StJ~-Li~1 CUII(Jil;~lI'~
....J. .,1'I1!! Design/Builder's Proposal. The Contract Oocumcnts are included herein by Ihls
reference and made a part hereof as if fully set forth here.
forth in6 ille~~~~~~~~:', ~ ,;=:. ~,~~.~r.~~~uli~~e,~ .~n ~~.~, ~~~n.~:(I~!~.~:.t ::~ ~i~~u~~sSae~
required by the ocuments.
7. This Part 1 Agreement shall be binding upon all parties hereto and their respective
heirs. executors, administrators, successors. and assigns. Notwithstanding anything to the
contrary contained herein or in the Contract Documents, Ihis Part 1 Agreement shall be subject
10 the City of Aspen Procurement Code. Title 4 of the Municipal Code, including the approval
requirements of Section 4-08-040. This agreement shall nol be binding upon the City unless
duly executed by the Cily Manager or ttle Mayor of the City of Aspen (or a duly authori;:ed
official in his/her absence) following a resolution of the Council of the City of Aspen authorizing
the Mayor or City Manager (or a duly authorized official in his/her absence) to execute the
same.
8. This agreement and all of the covenants hereof shall inure to the benefit of and be
binding upon the City and the DesignfBuilder respectively and their agl:nts. representatives.
employees. Successors. assigns, and legal representatives. Neithor the City nor the
Design/Builder shall have the right to assign, transfer or sublet his or her interest or obligations
hereunder without the written consent of the other party
9. This agreement does not and shall not be deemed or construed to confer upon or
gr,~nt to any third party or parties, except to parties to whom the Design/Build~r or tho City may
aSSign this Part 1 Agreement in accordance with the speCific written consent, any rights to claim
darnOlges or to bring suit, action or other proceeding against either the City or the
Design/Builder because of any breach hereof or because of any of the lerms, covonants.
agreements or conditions herein contained.
10. No waiver of default by either party of any terms, covenants or conditions hereof
to be performed, kepi and observed by the other party shall be construed. or operate as. a
waiver of any subsequont default of any of the terms. covenants or conditions herein contained.
10 be performed, kept and observed by the other party.
11. The parties agree that this Part 1 Agreement was made in accordance with the
laws of the State of Colorado and shall be so construed. Venue is agreed to be kept
exclusively in the courts of Pitkin County, Colorado.
12. In the event that legal action is necessary to enforce any of the provisions of this
Parl 1 Agreement. the prevailing party shall be entitled to its costs and reasonable attorney's
feeS
13 This Part 1 Agreement was reviewed and accepted through the mutual efforts of
tlld p,1I11eS herelo. and the parties agree that no construction shall be m,~dc or presumption
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shall ill13e for or agalnsl either party based on any alleged unequal status of the parties in the
negoti.- 'ion, review or drafting of this Part 1 Agreement.
14. The undersigned represenlative of the Design/Builder, as an inducement to the
City to execute this Part 1 Agreement, represents that helshe Is an authorimd representative of
the Designl8uilder for the purposes of executing this Part 1 Agreement and that he/she has full
and complete authority to enter inlo this Part 1 Agreement for the terms and conditions
specified herein.
IN WITNESS WHEREOF, the parties agree hereto have executed Ihis Part 1 Agreement on the
dale first above written.
A TIESTED BY:
~)yi4z.
By:
Title:
RECOMMENDED FOR APPROVAL:
~~
City Engineering Department
APPROVED AS TO FORM:
By: a(/l!lf/~ 6;/~
i Attorney
A17~
DESIGNfBUllDER
BY:Y~ f~
Title; fJ.A.e.pi~
Note: Certification of Incorporation shall be executed if DesignlBuilder is a Corporation, If a
partnerShip. the Agreement shall be signed by a Principal and indicate title.
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CC3.971.dOC
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REAMS
~S\RUCT/OIV
(,0 Co
e
May 19, 1997
Phil Overeynder
Water Manager
The City of Aspen
130 South Galena Street
Aspen, Colorado 81611-1975
Ref: Proposal for Part 1 Aspen Water Treatment Plant Expansion
Dear Phil,
In accordance with our recent conversations, I would like to present the following proposal for Part 1 of
the Design/Build project for your Aspen Water Treatment Plant Expansion. This proposal Incorporates
the following documents all of which will be the "Contract Documents" as defined in the Part 1
Agreement
.
Annotated copy of the Part 1 Agreement
Annotated copy of the Part 1 General Conditions.
Reams Construction Company, Inc.' s schedule (Part LAspen Water Treatment Plant Expansion
dated 5/18/97) for the completion of the New Administration Building, and the Chlorine
Scrubber Building is based on a start date of May 27, 1997. The ancillary work to modify the
existing plant process equipment will be performed within the time frame established for the
buildings.
"Base" items and scope identification (Scope-Pgs 1-2,-dated 5/18/97)
"Optional" items and scope identification (Scope-Pgs 3-dated 5/18/97)
" Separate" items and scope identification (Scope-Pgs 3-dated 5/18/97)
All environmental assessment reports prepared by Black & Veatch.
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The order of precedence for the contract documents shall be as follows:
Change Orders
Addenda
Agreement
Special Conditions
General conditions
Specifications
Drawings
Reams Construction Company, Inc's price to perform the "basic" design/build effort
. Part 1- 60% design effort $57,828.00
. Part 2 Complete design & build the project $1,084,019.00
TOTAL $1,141,847.00
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P. 0. Box 10r
Naturita, Colorado 81422
970-865-2886
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Reams Proposal for WTP Expansion
May 19, 1997
Page 2
"Optional" Items per meeting with Phil Overeynder on May 8, 1997:
. Apply acrylic stucco to exterior of
administration and chlorine bldgs $31,944.00
. Provide Standing Seam roofs for the
existing East & West buildings $21,240.00
. Upgraded electronic Instrumentation
and Control System $ 226,776.00
. Credit for B&V, pneumatic Instrumentation
& Control System (Ref "I&C Pg 1 & 2) ($88,500.00)
"Separate" Items per meeting with Phil Overeynder on May 8, 1997 and verbal instructions on May 13,
1997:
. Paving per B&V Paving plan sheet 2/14
. Provide 10 x 44 office trailer
Includes 6 months rent, move on, setup
and haul off site.
$47,195.00
$5,205.00
Scope of the Part 1, 60% design effort
Reams Construction Company, Inc. will provide conceptual drawings for the New Administration
Buildin~ site work and underground utilities, as required for a design/build project. These will include
the Civil, Structural, Architectural, Electrical and Mechanical drawings and specifications. These
documents will be developed to 60% of the final design package. It is anticipated that these drawings
will be submitted to your office within three weeks after receipt of the notice to proceed. We will not
include detail design drawings for the miscellaneous process modifications which will be performed
throughout the existing plant Schematics which outline the proposed changes will be submitted, if
required. "As built" drawings and test reports will be furnished at the completion of the project.
All of Black & Veatch's design documents and all test reports prepared by Black & Veatch will
be provided to Reams Construction Company, Inc. by The City of Aspen. These documents will
be used as reference for our subsequent design but they will not be considered design criteria. It
is expected that these documents will be provided with the Part 1 Agreement, when it is
executed.
The City of Aspen will review and approve the design development drawings throughout the
design development process. After your review and acceptance of the 60% conceptual drawings,
Reams Construction Company, Inc. will initiate completion of the design, subcontract
negotiations and material purchases, under the forthcoming Part 2 contract.
"General Conditions for Design/Build Construction Contracts" review.
The City of Aspen's document "General Conditions for Design/Build Construction Contracts" has been
carefully reviewed and we believe that some changes are in order. A copy of the amended General
Conditions is enclosed with this proposal. We do not believe that these changes should delay the project
and we are proceeding accordingly.
The City of Aspen's "General Conditions for Design/Build Construction Contracts" document does not
contain any provision for submitting and controlling progress payments for Part 1. The following terms
are incorporated into the contract document with this proposel:
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Reams Proposal for WTP Expansion
May 19, 1997
Page 2
"Optional" Items per meeting with Phil Overeynder on May 8, 1997:
Apply acrylic stucco to exterior of
administration and chlorine bldgs $31,944.00
Provide Standing Seam roofs for the
existing East & West buildings
Upgraded electronic Instrumentation
and Control System
. Credit for B&V, pneumatic Instrumentation
& Control System (Ref "I&C Pg 1 & 2)
$21,240.00
$ ??6,776.00
($88,500.00)
"Separate" Items per meeting with Phil Overeynder on May 8, 1997 and verbal instructions on May 13,
1997:
. Paving per B&V Paving plan sheet 2/14
. Provide 10 x 44 office trailer
fficludes 6 months rent, move on, setup
and haul off site.
$47,195.00
$5,205.00
Scope of the Part 1, 60% design effort
Reams Construction Company, Inc. will provide conceptual drawings for the New Administration
Building, site work and underground utilities, as required for a design/build project These will include
the CiviL Structural, Architectural, Electrical and Mechanical drawings and specifications. These
documents will be developed to 60% of the final design package. It is anticipated that these drawings
will be submitted to your office within three weeks after receipt of the notice to proceed. We will not
include detail design drawings for the miscellaneous process modifications which will be performed
throughout the existing plant Schematics which outline the proposed changes will be submitted, if
required. "As built" drawings and test reports will be furnished at the completion of the project
Ail of Black & V eateh' s design documents and all test reports prepared by Black & Veateh will
be provided to Reams Construction Company, Ine. by The City of Aspen. These documents will
be Qsed as reference for our subsequent design but they will not be considered design criteria. It
is expected that these documents will be provided with the Part 1 Agreement, when it is
executed.
The City of Aspen will review and approve the design development drawings throughout the
design development process. After your review and acceptance of the 60% conceptual drawings,
Reams Construction Company, Inc. will initiate completion of the design, subcontract
negotiations and material purchases, under the forthcoming Part 2 contract
"General Conditions for Design/Build Construction Contracts" review.
The City of Aspen's document "General Conditions for Design/Build Construction Contracts" has been
carefully reviewed and we believe that some changes are in order. A copy of the amended General
Conditions is enclosed with this proposal. We do not believe that these changes should delay the project
and we are proceeding accordingly.
The City of Aspen's "General Conditions for DeSign/Build Construction Contracts" document does not
contain any provision for submitting and controlling progress payments for Part 1. The following terms
are incorporated into the contract document with this proposel:
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Reams Proposal for WTP Expansion
May 19, 1997
Page 3
. The Design/Build Contractor shall submit, on an approved format, its monthly invoice for the
Part 1 current months progress. This document must be submitted to The City of Aspen by the
twenty fifth of the month. Progress may be projected to the end of the month.
. No retention will be withheld on the design pay items.
. The entire Part 1 fee shall be paid upon The City of Aspen's approval of the 60% conceptual
design. .
Due to the late contract award, Liquidated Damages will not be a part of this contract
Sincerely,
Reams Construction Company, Inc.
z~~~
President
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"BASE" ITEMS
Administration Bldg
Chlorine Scrubber Bldg
Additional basin cover & skirting
Two catwalks 2 doors
Acid proof counter top
Double doors
Demo coagulant equipment
Demo basin walkway
Fabricate & install basin weir
Encapsulate lead based paint
Relocate fluoride equipment
Set up polymer
Primary coagulant feed system
Move meter bench
Remove elevator and electrical
Add 2 doors and interior wall
Rework troughs
SCOPE$$
5/18/97 3:30 PM
SCOPE
SCOPE IDENTIFICATION
Complete 2250 square feet pre-engineered building
Pre-engineered building to house the chlorine scrubber
Twin tees with concrete topping over that part of the basin
not covered by the bldg structure. This item will also include
the necessary closure around the foundation which mayor
may not be concrete.
Install access from existing office to filter area to shop area.
The existing catwalk over the basin will be utilized for this
project If it is not workable we will provide other acceptable
means of accomplishing this effort. Doors will be installed in
the existing walls.
Approx 8'-10' of acid proof counter top will be installed.
Existing countertop will be removed and disposed of.
Plumbing will be reworked as required.
The existing roll-up door will be removed and replaced with
a lockable double door set
All existing coagulant equipment will be removed and
disposed of as required. Any interface with active systems
will be disabled as necessary. (West Bldg)
All superstructure which will interfere with or not be needed
once the administration bldg is in place will be removed
Some of the walkway may be utilized for the interior
walkway in the (West Bldg).
Design, fabricate & install a weir to control the effluent water
flow from the sedimentation basin.
Paint over the existing lead-based paint with acceptable
coatings. (West Bldg Interior)
Remove all indicated fluoride equipment, piping & services
from the present chemical feed room to the new chemical
feed area (SE corner West Bldg). Modify the building to
accept the relocated equipment
Purchase and install 2ea plastic tanks. All other equipment
and material to be existing and reinstalled to provide a
working system.
All equipment and material to be existing, and removed and
reinstalled to provide a working system. (West Bldg)
Remove & relocate as directed by the plant operator (West
Bldg)
Remove and dispose of all indicated material and equipment
Patch building and interface systems as required. (West Bldg)
Erect new interior gyp board partition and two adjacent
doors at the chlorine feed area (West Bldg)
Remove 24 existing galvanized troughs (approximately 12' x
2' x 2') and replace with aluminum alloy troughs.
Page I of 3
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Surface wash 316 SS piping
Chlorine system
!vIisc architectural work
New Chlorine scrubber bldg
Controls & Instrumentation
Scrubber
Storage building utilities
Office relocation costs
Dry chern storage room
Clean up concrete debris
Add door @ chlorine room
Containment curbs
Coagulant/Polymer drains
Relocate turbidity eq.
Automatic transfer switch
Acid sink drain
Softener system
Tap fees
Clean up staging area
Remove galvanized tank
Back up water sys (West Bldg)
SCOPE$$
5/!8/97 3:30 PM
SCOPE
Remove the existing galvanized piping and replace with 316
austinetic stainless steel piping. All connections are to be
threaded. Piping to be schedule 40 and fittings to be sized
accordingly. Substituting 304 austinatic stainless steel for 316
will result in a total price reduction of $2,000.
Remove and reinstall existing system as directed. (West Bldg)
Perform all architectural work required in the existing
administrative offices.
Erect a complete pre-engineered building adjacent to the
existing chlorine storage bldg.
Purchase and install all necessary equipment and materials to
modify the existing system such that it will conform to the
Black & Veatch "BASIS OF DESIGN REPORT Rev. one,
dated April 18, 1997. 3.15 Division 13-Special Construction.
First Para"
Purchase, receive & install designated equipment along with
the necessary electrical & mechanical services. The 2 year
maintenance bond has been included in this price. RJE has
quoted an additional 3% for this service. The building and
penetrations are included elsewhere.
Purchase and install required quantities of piping, fittings &
valves (water & gas).
Purchase and install required quantities of wiring (elect)
Relocate the existing office furniture to the new
administration building, including the safe.
Layout and build the complete structure. Masonry is
included. (West Bldg)
Completely remove and dispose of the concrete debris
outside of the existing chemical feed room (West Bldg)
Purchase & install exterior door. (West Bldg)
Build the concrete containment curbs as required (West Bldg)
Purchase and install required quantities of piping, fittings &
valves
Remove and relocate existing equipment and appurtenances
Purchase and install new equipment Rework existing
equipment as required
Purchase and install required quantities of piping, fittings &
valves
Purchase and install required quantities of piping, fittings &
valves
$1,000 is included for this if required.
Clean up as required. No off site hauling
Remove and dispose of one approx. 500 gal tank. (East Bldg)
Purchase and install required quantities of piping, fittings &
valves.
Page 2 of 3
5/18/97 330 PM
SCOPE
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SCOPE OF "OPTIONAL" CHANGES
"OPTIONAL" ITEMS
SCOPE IDENTIFICATION
Acrylic stucco
Provide exterior finish as required for the new administrative
and chlorine bldgs
Purchase and install new complete standing seam metal
roofing on the existing buildings.
East & West Bldg SS roofing
Electronic I & C system
SCOPE OF "SEPARATE" CHANGES
"SEPARATE" ITEMS
SCOPE IDENTIFICATION
Provide paving per Black & Veatch paving plan. Ref sheet
2/14
Paving
Office trailer
Provide a rental 10' x 44' office trailer for six months. All
costs for six months rental, transportation, set up and
removal are included. Utilities are excluded.
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SCOPE$$
Page 3 of 3
Electronic Instrumentation & Control Upgrade Scope
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Job Name: Aspen West Plant Improvements
Owner: City of Aspen
General Contractor: Reams Construction
EQuipment Description: 1 Filter Console x 4 ea
Item Manufacturer Description Q!y Tal! Number I Name
1 Hoflinan Filter Console Enclosure 1
2 Hoflinan Enclosure Sub-panels Backpan 1
3 Hoflinan Enclosure Sub-panels Side-pan 2
4 AlE 3-Position Switch 9
5 AlE 4-position Switch 4
6 AlE 2-Position Switch Dluminated 1
7 AlE Red Indicator Push-To-Test 12
8 AlE Green Indicator Push- T 0- Test 8
9 AlE Blue Indicator Push- To-Test 2
10 AlE Amber Indicator Push- T 0- Test 2
11 AlE lK ohm Potentiometer 1 Backwash set-point
12 AlE Potentiometer Name Plate 1
13 Red Lion Digital Panel Meter 3 LOR, Filter Turbidity,
Backwash Flow Rate
14 AGM 3-wire pot. ~ Current Converter 1 Backwash set-point
15 Honeywell Controller 1 Effluent Flow
. Basement sub-paneI
16 Hoflinan Termination Enclosure & Gutter I
17 Honeywell DF Transmitter 1 Effiuent Flow
18 Honeywell DP Transmitter 1 Loss of Head
19 Asco 4-way Solenoid 1 Replace Hydraulic
Positioner
20 AseD 3-way Solenoid 5 Replace Hydraulic
Solenoids
21 Ivlicro-Switch Limit Switch 10 Valve position
22 TLECC Misc. Electrical & mechanical
installation.
23 TLECC Misc. hardware, fittings,
The above equipment that is listed will replace the existing four
hydraulic filter consoles. Each filter console will be accompanied with a filter sub-panel that
will be located in the basement.
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Electronic Instrumentation & Control Upgrade Scope
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Eauiument Descriution: 1 Master Backwash System
Item Manufacturer Descrintion illY Tal! Number /
Name
1 Hoffman Enclosure 1
2 Hoffman Enclosure Backpan 1
3 Honeywell Controller 1 Backwash Flow
Basement sub-panel
4 Honeywell DP Transmitter 1 Backwash Flow
5 Aseo 4-way Solenoid 1 Replace Hydraulic
Positioner
6 Micro-Switch Limit Switch Valve position
7 TLECC Misc. Electrical & mechanical
installation.
e Eauiument Descriution: 1 Raw Water System
Item Manufacturer Descriotion illY Tal! Nnmber /
Name
1 Hoffman Enclosure 1
2 Hoffman Enclosure Backpan I
0 Honeywell Controller I Raw Water Flow
J
Basement sub-panel
4 Honeywell DP Transmitter 1 Raw Water Flow
5 Asco 4-way Solenoid I Replace Hydraulic Po,
6 i\;licro-Switch Limit Switch I Valve position
7 TLECC i\ilisc. Electrical & mechanical 1
installation.
All tubing will be polyflow
No rework has been included on existing yalves and cylinder assemblies
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Services
Responsibilities,
Basic Services.
I\dditional Service::;
CITY OF ASPEN, COLORADO
/;'ngineerillg Depanmeill
GENERAL CONDITIONS FOR
PART ONE AGRF:I~MENT
OF DESIGN/BUILD PROJECTS
(Version 01J1-97-4)
JABLE OF rONTENTS
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Article J - Owner-ship aod Use o(Documcnts and Electronic Data.
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R&::sponsibililies
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\nick:5 -lntlcmnificalion and Insurance
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Inden1l1iJicalion.
DesignlBu:ldcr's Insurance
City's l.iability Insurance.
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\nick 6. :\lisccllancous Provisions.
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Nondiscriminalioll
Givillg l'oticc
Gcner~1
Independent Contractor Status
Prohihitcd Interest
\\"arrafHic$ Agains! Contingent Fees, C;raluilics, Kickhaeks and Con/lie! or InLeresL
I':I~ Illt'1I1 SlIbjCCL III ^l1ll\lall\Pf1ropriali(1I1_~
j)<:Sigll/llllild<:r AccCplnHCe
Success0rs and ^ssigns
l"hird Parties
Wniv<:r
Contract ,lv-lade in Colorado _
':\[[001C)'5' Fees..
\\'ai\'..:r (l["PrC:-illlllplillll
Severability Clause
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.-\nick 7. Termination of Agreement
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INTIZODlICTIUN
l"hL: ('(lI\{r;l(! 1)(ICll!1lClllS ,lrJ.: l.;Olllpk1llCnlary, ;lJ1d whal is I"t:quircd hy ,lilY om: shill I be as binding ,IS if required by ill!.
lInkss CCl1ilin services Of equipment arc specifically excluded. These General Conditions have heen prepared to be
incl1rporatcd by rc!l.;rcllcc into the Part One ^greement entered into between the City and the Dcsign/nuildcr. In the
event of conflict or inconsistency among the Contract Documents, the order of precedence set fOr1h in the Dcsignll3uild
^gn,:clllCfl{ shall govern the interpretation or tht.: Pnr1 One ^grct:rncllf between lilt.; City of A.'if1Cll and {he
Iksigll/1311ildcr. Word.'! illH.l ilbhrcviatiolls which have wdl.kllOWIl technical or trade JlH.:aJlillgs ;lI"l':'llscd ill the ('(Jlllrilcl
l)oClIl11Cnls in ,1ccordallcc wilh their recognized meallings, provided howevcr thaI those tcrllls rcquin.:d 10 be defined ill
{ill' I)roposal by the Design/Builder shall have (he l11eaning given (0 (hel11 ill lhe Proposilllo the extent (hill they an: not
in conflict with any other l1aJ1 or tcrm of lhe Conlract Doculllents.
ARTICLE I
DESIGN/BUILDER
1.1 SERVICES
1.1. t Preliminary design, budget, and schedule comprise the services required 10 accomplish the rrcparation and
submission of the Design/Builder's Proposal as well as the preparation and submission of any modifications to the
Prl'!1osal prior tel execution of the Part 2 Agreement.
, RESI'ONSI8ILlTIES
""t 1. Desigll services required by this I)art I Agrccment shall be performed by qualilieLl architects and otller
~k'~I~l1 proCessionals. The contractual obligations of such profcssilHlill pcrsons or cmilics flrc undertaken i1nd
p~'I.t"l'rlll('J ill the ill/cn::S! of the Design/Builder.
1,:.2 T"(: ;\grcelllcllls bctween (he Dcsign/nuilder and the persons or cntities id~ntified in tbis P~rt I Agreement,
,\1\\1 ~lll> ~Ul1:-\r..:qllr..:l1t IllOdilicaliolls, shall he ill wriling, These agrl'l'illt.:lllS, including lirwl1cial arrilllg.elllt.:llts with
I.~'~f,...'ct [() this rrojcct. shall be promptly and fully disclosed to the City upon request.
1.2.~' C.\.lIlslnlctiol1 buugt.:!s Sh<lll he prt.:pan:d by qualified professionals, t;OSI e~,lil1lal()rs or t;OI1[ractDrs retained
l': ~1I1d aCling in the interest of the Design/Guilder.
t .2.4 The Designll3uilder shall be responsible to the City for acts and Omissions or the Design/Builder's
~'il1pl()yccs. subcontrnctors and their agents and employees, and other persons, including the Architect and other
\h.'sign professionals, performing any pan ion of tile Design/Builder's obligations under this Pan 1 Agreement.
1.':,5 II' {he Design/Builder believes or is advised by the Architect or by another design professional retained to
~'n.l\'id(' services on the Project that implementati<:>n of any instruction received from the City would cause a
,'i,'latiol1 of any applicable law, the Design/Builder shall notify the City in writing. Neither the DesignlBuilder not
th~ Architccl shall be obligated to pcrfonll any act which either believes will violate any applicable law.
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1.~.6 \iolh'lllg containcd in [his Part J Agreemcnt shall create a contractual relationsl11.r between the City and any
~1l'I.SOll or -:rHiry othi;r (han the Design/Quildcr.
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1.3 IlASIC SEI,VICES
I.J.1 Tll(; lkslgn/l3uildcr shall provide a preliminary evaluation or [h!.: City's prograll1 ~lIld project budge!
requirements. each ill terms or the other.
1.3.2 The Design/Guilder sl1a!! visit the site. IX:CUlllC familiar with lhe local COIHJitiollS, ilnd correlate observable
conditions with the requirements orthe City's program, schedule and budget.
1.J..l lhe Iksi).!.I1/I\uilder ,<;l1alln.:vil..'\V laws i1pplicilllll: to design ,lilt! l:llllSlnli..:lioll or the [lm.iccl, curn.:lillc such
1.1WS witlllhe City's program rl.;'lllin..:IlH':ll!S, ,Inti advise the City if dllY program n.:quin':lIIcnllllilY CUllS!..: <l violation oj"
sllch lnws. Necessary chnngcs lo the City's program shall be accomplished by appropriate written l1lodiJicatioll or
disclllsed as described in Paragraph 1.3.5.
1.3.4 The Dcsign/Builder shall review with the City alternative approaches to design and construction of the
Pro.il'ct.
1.3.3 The Design/Builder shall submit to the City a Proposal, including the completed Preliminary Design
Documents, a statement of the proposed schedule ror completion of the Project. Preliminary Design Documents
sllnll consist of preliminary design drawings, outline specifications or other documents sufficient to establish the
sizc. quality and character of the entire Project, its architectural, structural. mechanical and electrical :iystcms, and
the materials and such other elements of the Project as may be appropriate. Deviations from the City's program
sl,,,llbe disclosed in the Proposal. If the Proposal is accepted by the City, the parties shall then execute the Part 2
/\gr~t:ll1ellt. A modification to the Proposal before execution or the Part 2 Agreement shall be recordeu in writing as
.:Ill ~lddendum and shall be identified in the Contrnct Documents'ortlle Part 2 Agrcement.
1.-1 ADDITIONAL SERVICES
1.4,[ Tl1e Additional Services describcu under this Pnragr<tph \.4 sh<111 be provided by the Dl'sigl1/l3uildcr and
p:1id ror by the City ifauthorized or conlirmed in writing by the City.
I A.2 ,\-jIJking revisions in the Prclimin<try Design Documcnts, budget ur other documents when SLlch revisions
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111C\'Il':ilSll'lll \\-ilh approv<tls or il1strucliul1s previously given hy the City, inclllding re'.'isiolls rn,lJl' Ilecessary by
JdjuS{[l1('[1L' In ~hc City's progrnm (II' IJI"O.icct budget.
:'-:qlllrcJ h~ lilt.: cnactlllt.:Jll or revision or codes, laws or rcgul;lliuns :-iUbscqUCJll lo till.' prL.:parillion oC such
~iocul1lL'n(s: Dr
, due to ch.:lllges required as a result of the City's failure to render decisions in a timely manner.
1.4.3 Pro\'iding more extensive programmatic criteria than that furnished by the City as described in Paragraph
: I When <llllllorized, the Design/Builder shall provide processional services to assist the City in the preparation of
Illl' program rrogr<lJllming services may consist of:
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..:onsultiJ1g with the City and other persons or entities no! designated in this Part I ^grcemel1t to define the
program requirements of the Project and to review the understanding of such requirements with the City;
docullleiHation of the applicable rcquiremcn~s necessary for the various Project functions or operations;
providing a review and analysis of the functional and organizational relationships, requirements, and objectives
for the Project: I
set1ing forth a written program of requirements for.the City's approval which summarizes the City's objectives,
schedLJ1~. cOllstraints, and criteria. I
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I)ro\'iding. linancial reasibility or other special studies.
1.4.5
Providing planning survcys, sitc evaluations or comparative studies of prospective sites.
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IA.(, [lrovidillg spe(.;ial ~urvcys, cflvirollIlH':IJ(al studies. ,ll1d submissiolls n::quin:d fll!' appruvab or ,,,,, \"m1!lI.'lllal
authorities or others havingjurisdictioll over the Project.
1.4.7 Pruvidillg services n.:lalivc to fUlllrc fllCiJilics, systems and equipment.
1.4.~ Providing services at the City's specific request to perform detailed investigations of existing cwtditiolls or
("acilities or to make measured drawings thereof.
1.4.9 Providing services at tile City's specific request to verify the accuracy or drawings or other information
Furnished by the City.
1.4. to Coordinating services in connection with the work of separate persons or entities retained Lv (.he j .ity,
subsequent to the execution of this Part I Agreement.
IA.It Providing. Clnalyses of owning and operating costs.
1A.12 Providing interior designs and other similar services required for or in connection with the selection,
procurement or installation of furniture, furnishings and related equipment.
1 A.13 Providing services for planning tenant or rental spaces.
IA.I-l- Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of
~xi:;ting facilities.
ARTICLE 2
CITY
2.1
RESPONSIBILITIES
~.1.1 The City shall provide full information in a timely manner regarding requiremcnts for the Pnljcct,
ilH:luding a written program which shall set forth the City's objectives, schedule, constraints and criteril1.
2.1.2 1'11(' City shall l:sl<lblish <lnd update (Ill overall budget for the [)reject, including reasonablc conllllgencies.
!'hi, blld~~l sh~lll not constitute the contrnct sum.
2.1.3 The City shall designate (I representative authorized to act on the City's behalf with respect to lh(~ Project.
Thr.: City or such authorized representative shall render decisions in a timely manner pertaining to documents
submitted by the Design/Builder in order to avoid unreasonable delay in the orderly and sequential proF,n~ss ()f the
Dr.:sign/T3uilder's services. The City may obtain independent review of the documents by a separate architect,
r.:llgineer. contractor or cost estimator under contract to or employed by the City. Such independent review sha!! be
lIndertaken at the City's expense in a timely manner and shall not delay the orderly progress of the Desip)1/Builder's
services.
l.lA The City shall furnish surveys describing physical characteristics, legal limitations and utility loeations for
Ihe sitc of the Project, and a writte7 legal description of the site. The surveys and legal information shall include, as
:lpplicable. grades and lines of ~t.reets, alleys, pavements, and adjoining property and structures; adjacent drainage;
rights-of.\vay. restrictions,lloundaries and contours of the site; locations, dimensions and necessary da1i1 rertaining
(l) f..:xisting buildings, other improvements and trees; and information concerning available utility servic{',s rllld lines,
b,.1{h public and private, above and below grade, including inverts and depths. All the information nil Ihc ':lll'vey
;holl be referenced to a Project benchmark.
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2.1.:i Tl1c Cily shall rumish the services Dr gClltcchnical engineers when sllch services il!"C stipulated ill this Pan I
^grccI11C!11, or deemed n:asollably necessary by the Dcsign/Huilder Such services Illay include but an.: not limilt.:d
to [cst boriligs, test pilS. dClcnninations or soil be.lring valllL;~. percolation lcsts. evaluation:; or l1az<lnjous materials,
ground corrosion and I'csistivity tests, and necessary operations ror <lnticirating subsoil conditions. The scrviccs of
getltccbnicaJ cngillccr(s) or other consultants shall include prcpnratioll .llld submission or all approrrinlc reports and
pr(lr('ssioll~1 reco!1lmcnd<1tiolls.
1.1.(, TlIe City shall disclose,!o tilL: eXlL:ll! known to the City, tilL: reslllls :Ind reports of prior tcsts, inspections or
illvl'sligatio!ls cOlldtll.:tL:d ror the l>ro.iL:Cl irlvolvillg: slructur,ll ur IIlL:clliIllicill SYSIL:lllS~ cl1L:ll;ical, air, ;lllL! Will!.:!'
polltllion: IWi'.<1rdo\.ls 1Ili\lerials; or other. cnvironmental and suhsur!'acL: cOIl(Jitions. Thl.: City shall disclose all
inl'lmlli.ltion known to the City regarding thc prescnce or pollutants at tile Projcct's sitc.
2.1. 7 The City shall furnish all legal, accounting and insurance counseling services as may be necessary al any
tilll\.' for the Project, including such auditing services as the City may require to verify the Design/Builder's
r\pplicatiol1s for Payment.
2.I.S The City Shilll promptly llhtain l.'iISL'lllL:nts, zoning variances (llld legal authorizations regarding sill:
utili/.,ltion wllere esscntiallo the execution ol"the City's progrnm.
2.1.9 Those services. information. surveys and reports required by Paragraphs 2.1.4 through 2.1.8 which arc
\\'Ithin theCity's control shall be furnished at the City's expense, and the Design/Builder shall be entitled to
rC0=,("lnably rely upon [he accuracy and completeness thereof consistent wilh Design/Builder's sOllnd professional
.iud~ll1enc. except to the extent the City advises the Design/Builder to the contrary in writing.
2.1.10 lhe City shall communicate with persons or entities employed or retained by the Design/l3uildcr through
~h\.' Desi~n/8uildcr, unless otherwise directed by the Design/Builder.
ARTICLE 3
OWNERSHIP AND USE OF
DOCUMENTS AND ELECTRONIC DATA
.., t, The copies or other tangible embodiments of all design materials, whether or not such materials arc subject
(l' ;!1(cllcctual property protection, including but !lot limited [0 documents, shop drawings, computer programs
,;,", eloped for the Project or if such programs are not the property of Design/Builders the results of the use of them
!\> Design/Builder, daw, [1lans, drawings, sketches, illustrations, specifications, descriptions, models, the Design
D,-,:uments. as.built documents and any other documents developed, prepared, furnished, delivered or required to be
,klt'cred by tile Design/Builder to City under the Contract Documents (collectively "Design Materials") shall be and
remain the property or the City whether or not the Project or Work is commenced or completed; provided, however,
thot City makes payment for the documents in accordance with the Contract Documents. During the term of the
.\~reement, the Design/Builder shall be responsible for any loss or damage to the Design Materials, while the
,LHerials arc in the possession of the Dcsign/Builder or any of its Subcontractors, and any such Design Materials lost
c'r damaged shall be replaced or restored at the Dcsign/Builder's expense. The intellectual property rights, if any, to
ti,e contents of or concepts embodied in the Design Materials shall belong to the Design/Builder or its Design
Slibcontractors in 3ccordance with their comrilctual relationship and may be copyrighted by them in the United States
c'r in any ol/,er country, or be subject to any other intellectual property protection.
.\., .".s to those Design Materials subject to copyright or as to which patent or trademark, or any other form of
iillellcctual property protection has been, is or will be obtained, the Design/Builder grants to City as or the date Lhat
ltl(' Design lvlaterials <1rc delivercd or required to be delivered to the City, a world4widc, paid4up, nonexclusive,
""nlransferable (except as provided) license for the tenn of intellecrual property. protection, for the City to use.
reproduce and have reproduced, display and allow others to display and to publish and allow others to publish, in any
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11\;\1l11Cr, ill <lny tillH': (lilt! as olkn as it tlcsin.:,", with Of withoUI cOlllp~ns;llion to lhe Design/Builder m an)' third party
"llhjccl LO [he following restrictions: (<1) All copyright and other intellectual proprietary rights in or I\:lating to allY of
lhe Design Materials, shall remain the property of tbe Design/Builder or Design Subcontractor wheLher or not the
Projecl is constructed. II is understood thaI, except as provided' ill lhis paragraph, the Design/Builder and Design
SulJclllllraclOf shall have the right [0 use any detail. part, concept or systCl11(s) shown on, spcciliccl in, or inferable
('1'0111 tilL' Design Matcrials on any other project and to rctain copies for the Design/Builder's or Design
Subcolllraclor's I"tHure use; (I>) City shall 110t, without prior wriuen consent of the Design/Builder or Design
Subcontractor use Design Matt.::rials or documcnL~, in whole or in part, for the construction of ~ny other project. If.
however, City agrces to indclllnify the City of the intellectual property rights against liability arising from the misuse
or incorrccl use of Design Materials hy City, City shall be cntitled to, at no additional cost to the City, use such
materials and documents for additions, improvements, changes or alterations to the Project after completion. If
Design/Builder is in de[ault under this Contract and the Contract is terminated, City shall be cntitled to llse the
Design Materials [or completion o[ the Project hy others without additional compensation, or a release,
indemnifjc~tion or mher action by City; (c) Any reproduction or the Design Material.s or pan o[ them shall be fallhful
~llld <lCcur;uc to the original and of good qualilY: (el) City shall not rcmove or alter, and shall reproduce and
prominently display on all copies made by City. the copyright notice and oUler proprietary legcnd~ appearing on the
Design Mmerials when delivered to City, The rcstrictions set forth in (c) aJld (d) above shall be imposed by City on
any third pany to whom Ihe CilY allows.lO display or PUlllish the Design Malerials.
3,3. It is understood mat City considers the Project's aggregate architectural expression (that is, the overall
combination of the Project's visually apparent design features) and any distinctive individual fealures. [Q be unique
:md of commercial valuc, and the DesignJBuilder and its Design Subcontractors agree not to design or build, or allow
,)(hcr lhird partics the use of the Design Materials to design or build another structure(s) having a substantially similar
:l,..:hilcctural expression so that an average person wuuld rcl<He the Slructure(s) to the Project. Design/Builder and its
D\.::,i~!1 Suhcontractors shall, however, be fn::e to use individual features [rom the Project or combinations L)f features
\n ,1tl1er projects, so long as lhe Design/Buildcr complies with the lirst semcnce (If this paragraph. Design/Builder
~h;111 include [his provision in its contracts with its Design Subcontractors and provide copics of these agreements to
City,
.1.~. As of tbe Date of Substantial Completion of Ibe Projecl, or in the even I of lermination of the Agreement,
Dl'~igll/I3uilder sl1(1,ll turn over to City any of the Design Matcrials referred to above Wlli(.;h 11;1\'(,; nm yet been
''':'l11ille(\ 10 Cil\'. Design/Builder shall submil Ihe Design Malerials 10 Cily wilhin tcn days of Ibe D;tIC of SIIbslanlial
l"'::lplcllon. l)r date of u.:rr!lin;]lion. In lhe (.;vcnt of lhe failure by Design/Builder to make such dell,"\T)' as provided
'.,',"l'. Dl:<':1~;1'l1uildcr shall P;lY City <'Iny dalllagcs City may sustain from the failure,
A RTICLE ~
TIME
-1.1 Upon [he request of the City, the Design/Builder shall prepare a schedule for the performance of the Basic
,l,:~~j .:\dditiollal Services which shall not exceed the established time limits and shall include allowances for periods
,>:" llllll' rl"jlllrcd Cor tile City"s n~vicw and Cor npproval oC submissions by authorities having jurisdiction over the
1\'\~j~CI.
j." If the Design/Builder is delayed in the performance of services under this Part I Agreement through no
(.Hill of Ihc Design/Builder, any applicable schedule shall be equitably adjusted.
~.3 When any period of time is referred 10 in the Contract Documents by days, it will be computed to exclude the
:',,,, and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on a day
::I.\oe a legal holiday by the law of the applicable jurisdictIOn, such day will be omitted from the computation.
'.j
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A consecutive calendar duy of twenty-four hours measured from midnight to the next midnight shall constirute
A working day is any day; Monday through Friday of each week, also called business day.
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ARTICLF. 5
INDEMNIFICATION AND INSlJRANCF.
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rhc Iksign/Buildcr agrees to indelllnifY and hold hannless the City, its ofliccrs. employees, insurers, and sclf..insurrJllce
pool. 11'0111 and ClgClillSl <111 liClbility, claims, and demands, on account of injury, loss. or damage, including without
lilllililtioll claims <1I'isillg. rrom bodily injury, personal injury, sickness, disease, dealh, propeny loss or damage, or any
other loss of any kind whatsoever, which arise out of or are in any manner connected with lhis contract, to the extenT
I.. that sucl,1 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
I'Ia, '1.""i:: .. r . I . k ,. . .' , riD . I[JI j' .
i'\ ;lC!. tlIl1ISSI011. crrnr. rm cSSlOIla error, I1Wi!n 'C, ~ _' _ I:', l'J() tle eSlgn Ullcr, any Subcontractor III
the Design/Builder, or any olTicer, employee, representatlvc, or agcnt or t le Design/Builder or or any Subcontractor or
till.' lll.'sign/l1uildcl', l11' which arises out of allY workmen's compcnsntion claim of any employee -of the Design/Builder
Ul' l)I' any Cl1lpkl~'CC uf allY Subcontractor or lhe 1Jesign/l3uilder. The Design/Builder agrees to investigate, handlc.
rcsP.olld to,. and provide defe~se fO,r and ~efend against, any suc~ liabilit~, claims or d~mands ~tJ.lf..~~~g;pen~e of the
n~'sl~'.l1/l1l1dder, or ill the opIum 01 the City, ap,recs 10 pny the Clly or reImburse thc (llY ror tl~:wiCt'eilse cost.s Incurred
by the City in cOlll1ectioll with, allY slIch liability, claims, ~m..Ul~t:)I]le Dcsign/Buikkr .dso agrees to bear all othl~r
costs and expenses related thereto, including court costs anij\att~o~y"'rees, whether or not any such liability, claims, or
demands alleged are groundless, false, or fraudulent. if it is determined by the final judgment of a court of competent
.iuri~dictjon that such injury, loss, or damage was caused in whole or in part by the act. omission, or other fault of the
City. its omeers, or its employees, the City shall reimburse the DesignlBuilder far {he portion of the judgment
~H[ribLJtL1ble to such net, omission, or other fault of the City, its officers, or employees.
5.2 Design/Bui/tler's f/fSllrtlflce:
e
).~.I. The Design/Builder agrees to procure and maintain, at its own cxpense, <1 policy or policies or insurclllcc
sullieierH to insure against all liability, claims, demands, and other obligations assumed by the Design/Builder pursuant
to SectiOIl 5.1 (lbove. Such insurance shall be in addition to any other insurance requirements imposed by this contract
l~r l~y law. The Design/Builder shall not be relieved of any liability, claims. demands. or other obligations assllmed
~lur~uallt to Section 5. \ above by rcason of its Cnilurc to procurc or maintain insurance, or by reason or its failure [a
!'I'\\.lllrl' or Illairllaill illsurnnce ill sufficient amounts, duration, (If tyres.
Joi"s vo...\;:..~ -f::...... ..:k.
~ r1csig.!1 :nllildcr shall procure and maintain, and shall causc nllY Subcontractor of the [)esign/Builcfe~to procure
.~~1.J Ill,lllllilin. lilt.: 1l\llllllltllll iJ1surancl..: covL:ragcs listed ill the SU["JplclIlL:l1lal COlldilioll<;, If th!.: SlJpplt::mcllttll Conditions
,1,\ !h)[ sct I'onh mi1l1111l1111 insurance covemg.e, then thc minimum coveragt; shall he ,1.<; set forth below. Such cover<Jg~
~il,lll be [JrocLJfcd anu maintained with fOnllS ;:Ind insurance acceptable to City. AI! covernge slwll be continuously
11u;ntaill'::c! to covcr all liability, claims, demands, and other obligntions assumed by the D~sign/1.3uilder pursuant to
~~'([ll)l1 5.1 abovc. III the case or any claims-made policy, lhe l1cccs.sary retroacti\"l: dates and l.:xlcndcd reponil1~',
11t'rll1ds shall'be procured to maintain slIch continuous coverage.
5,2.2.1. Workmen's Compensation insurance to cover obligations imposed by npplicable laws for any
employee engaged in the perfonnnnce of work under this contract, and Employers' Liability insurance with
minimum limits or FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) ror each accident, FIVE
IIUNDRlm TIIOUS^ND DOLl_^RS ($500,000.00) disease . rn1icy limit. "nd FIVE HUNDRED
THOUSAND DOLL^RS ($500,000.00) disease. cnch cmr1oycc. Evidcnce or qualilied selr-insured status
lIlay be substituted for the Workmcn's Compensation requirements ol"this pm<lgraph.
.
5.2.2.2. ('u!!IlIIc:rciu/ C;('neru/ Uohility insurance with minimum combined "illg,lc limits of ONE MII.l.lON
DOLL^RS ($ 1.000,000.00) ench occurrence and ONE MILLION DOLL^RS ($1,000.000.00) aggregate. The
r ilicy slmll be applicClblc to all premises and operations. The policy shall include coverage for bodily injury,
broad form property damage (including completed operations), personal Injury (including coverage for
contrnctunl and cmployee acts), blankct contractual, independent Design/Builders. products, and completed
.;;{~:'-P,~,";.?f-;. .r, t~I~:.{:. ~;.;
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tf1\TI'I'.ai:j!1:iJc..CJ::1I(~t:!(~n(('ll!--"""l'iTiI;F.Tjfi"~t'll:.{;.j,,(:.jlli".lfl!~1l.!tlIJ:[111(tI..uoll:.j'1!--
", .~ '" .,,: l'f/.
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operalions. The policy sh,1l1 include coverage I'or explosion, collnpsc, and unuerground hazards. The policy
sllilll contain ,1 severability 01' illlerCS[S [1l'Ovisioll.
5.2.2.3. ('O/llfwl.'hensi\'L' ..III/()///nhd(' I.i{/hdll.l' insural1ce with minimulll combined single lilllits '"or bodily
ill.iury <lIltl prppl..'rty d;lIl1a~l' Dr IHll kss lhall ()N I:. Mil J .ION I )()I.I.A RS ($ 1,000,000.(0) (:,lCI1 uCC\Il'rCIlCC .me!
{)NL:: MILLlUN DOL,LARS ($1 ,O{)O,()(}O.UO) <Iggn:gult.: with rc~pcl.:t 10 l;,lCI1 Ucsign/13uiltkr's UWllCJ, hired
,lJld non-ow11ed vehicles assigned 10 or used in pcrlonnullcc ~r the sl:rvlccs. The ro1icy shall contain a
severability or interests provision. I!" the Design/Builder has no owned automobiles, the requirements of this
Seclion 5.r1.2..1 shall he 111el hy l.:<lcl1 cmployee orthe Design/Builder providing services 10 the City uncler this
",nlnel rr - I Y
'Th.e.. oe.s:,,,,le..; lJ.eV' sl-u..1I H..6":"'<L ~'" DeslJ"P"""",~Jo.... ~;E l"11u...~
5:"'Z..'Z.,A ~. APrr?lessionl..1! Ul..1hility Insurance with minimum limits of nol less than foP't!: !-{fJt-IDRED
TlI0U~I-\ l"-KJ 001 ,LAR:t ($506,iiuu.uu) each claim and in the aggregate.
~,~ c-.e>=
, .
5.2..~ Except for any Proi'cssional Liability insurance that may be required, the policy or policies required above
shall be elH.Jorscd to ineludc the City or Aspen :Jnd till: City or Aspen's officcrs and cmploycl:s as lluuitiolw] insureds.
Every policy required above shall be primary insurance, and any insurance 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
cOnlribucory insurance to that provided by Design/Builder. No additional insured cndorscmcnt to thc policy required
ubove shall contain any exclusion for bodily injury or property. damage arising !Tom complcled operations. The
Design/Builder shall be solely responsible for any deductible losses under any policy required above.
).2.-1. The certificatc of insurancc provided hy Ihe City of Aspen shall be compleled by Ihe Design/Builder's
insurance agent as evidence that policies providing the rcquired coverage, conditions, and minimum limits are in full
force und effecl, and shall be reviewed and approved by Ihe City of Aspen prior to commencemenl of the contract. No
other form of certificate shall be used. 11le certificate shall identify this contract and shall provide that the coverage
ar"f,1rdcd under the policies shall not be canceled, terminated or materially changed until at least thirtv om dm).\" prior
\\ i.in~n nnlice has been g.iven to lhe CilY of Aspen.
5.~ . III additioll, these Certificates of Insurance shall contain the following clauses:
Undcrwriters and issllcrs shilll havc 110 rig.ht ai' recovery or ~ubrogation against the City or ^spcn, it being lhe
illtemion of {he parties thatll1c insurance policies so effected shall protect all parties and be primar; coverage
for any and all !osscs covered by the above-described insurance. To the cxtent that the City's iilsurer(s) may
becorne liabl<.: for s..::condary or c~cess cov~rage, the City's underwriters and insurers shall have no right of
I\'C()VCI.V (1(" \tlhr()~~:llilll\ :lg:lillst IIlL' IJl.;si.!-'.1\/I\uildl.;r.
The insurance companies issuing the policy or policies shall have no recourse against the City of Aspen for
payment of any premiums or ["or assessments under any form of policy.
^ny and all dcductibles in the abovc~described insurance policies shall be assumed by and be lor the amount
of, and at tile sole risk of the Proposer.
Location or operations shall be: "All operations and locations at which work in connection with the referenced
project is done.,"
Certificates of Insurance for all renewal policies shall be delivered 10 the City at least fifteen (15) days prior to
:1 r'.....dic:"s expiration date except for any policy expiring on the expiration date of this agreement or thereafter.
."' ~ ,(1 Failure 011 thl; P:111 or lhe Design/Builder to procure or maintain policies providing the required coverage,
C,111ditions, and minimum limits shall constitute a material breach or contract upon which City may immediately
(c.'ml1nate this contraCt, or at its discretion City may procure or renew any such policy or any extended reporting period
lha('{o ,:U1d may pay any and all rremiums in connection therewith. All moneys so raid by City shall be rcpaid by
~!-::,,~ ;~fw~ , "j, .::~. ~''r.'~-~:;'~~~..:;)';>;.5::~,(:f.,;~''~'~~,:;:r.:_~.; ...:,DB1..97.1.dac.^-:...<!~ Page 8~~:-::~>;'~~"':!S,,;~" ..~....~ : . (,i'~;"W"Z.ts:{!~l'-;~r~1:rt';t-;~,,~~llVlr;
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Design/Guilder to City upon demand, or CilY may offset tile cost or the rlrl::miullls aguinst mOlleys due tu
Design/Builder from City.
5.2.7.
City reserves the right to request and receive a certified copy orany policy and any <.:::ndorsement thereto.
5.3 Ci~}J'S l.inbili~1' Insurance:
5.3.1. The panies hereto understand that the City is a member of the Colorado Intcrgovcmmentnl Risk Sharing
I\gene)' (CIRS^) and as slIch participutcs in the C1RS^ Property/Casually Pool. Copies of the' CIRS^ policies <llld
manual arc kept at the City of Aspen Finance Department and arc available to Design/Builder for inspection during
nor1l1al business hours. City lllakes no representations whatsoever with respect to specific coverage ofTered by C!RSJ\.
Cit:' shall provide Design/Builder reasonable notice OrUllY changes ill ils mcmbcrship or participation in CIRSA,
5.3.2. The parties hereto further understand and agree that City is relying on, and does 1\0( waive or intend to waive
by any provision of this contract, the monetary limitations or any other rights, immunities, and protections provided by
the Colorado Governmental Immunity Act, Section 24-10-101 "I seq., C.R.S., as from time to time amended, or
otherwise available to City, its officers, or its employees. f'uttL...., ...;;..~iflg iA the (:'9J'.ltr:':" ])~_.._- .~ ~L 11 Be ~.:..Jt...::l~a
a, il,tell5retzel (6 reqtlire or !3rs', iaB fer inaeffiflifieatisl. sftREl C)ssi;;f1/guilg~r 9:' ,hI> r;I:, rM ~nr inj'iB t6 My f-ler,JSfl er
aI1:' 13r8!3~[xr-:: g:lI'R:igo: ,,,h.,,t.:.n.."..r ",h;,..h ;(0 ,...."f~,l ?:' th.. r;Jl>gPs..n"'" n.. nth",.. m;(O....QI'tj'l....t Qf ('i':' "('f itl: 19St=W; sr
'ell.fJle:'ees.
ARTICLE 6
MISCELLANEOUS PROVISIONS
6.1 The City and the Design/Guildcr, respectively, bind themselves, their partners, successors, assigns and
legal representatives to the other party to this Part I Agreement and to the partners, successors and assigns of such
other party with respect to all covenants of this Part I Agreement. Neither the City nor the Design/Builder shall
assign this Part I Agreement without the written consent ofehe other.
,.-
6.2 Ulllcss other.vise provided, neither the design for not the cost of remediation of hazardous materials shall
be Ute responsibility of the Design/Builder.
6..3 This Part I Agreement represents the entire and integrated agreement between the City .and the
D~sigl1/8uiJdcr and supersedes all prior negotiations, representations or agreements, either written or oral. This Part
I Agreement may be amended only by written instrument signed by both the City and the Design/Builder.
6.-+ I>rior to the lennination of the services of the Architect or any other design professional designated 111 this
['em I Agreement, thc Design/Builder shaJl identify to the City in writing another architect or design professional
with respect to whom the City has not reasonable objection, who will provide the services originally to bave been
provided by the Architect or other design professional whose services are being tenninated.
6.5 NondL<icriminatiofl
During the perfonnance of this Contract, the Design/Builder agrees as follows:
6.5.1. The Design/Builder will not discriminate against any employee or applicant for employment boc"use
l1 t met:, color, religion, sex, national origin, age, marital status, sexual orientation, being handicapped, a disadvant,l):l'd
p~rson, or a disabled or Viet Nam era veteran. TIle DesignlBuilder will take affirmative action to insure that applicillllS
;\rc employed, and that employees are treated during employment without regard to their race, color, religion, sex,
national origin, sex, age, sexual oricnt:.llion, handicapped, a disadvantnged person, or a disabled or Viel Nam ('ra
~,:::;~.':. '.' ~~;~.>~ ~~.~:"<'~~~:: ,:-~1i'.~",;\,:,j';. :_~.~~~;: ~':". -,~T" -':DB1..971.dac~::"L.: r-::Page~g::th~ {~~:'t~~i t~-;...;.~-;~.t~r~~r.';1~,'Hi;r,i~;-:..~~::~'r~i!e~ ~;;!J:
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v<..:lvr;lIl. Such ilClioll slwll illcllllk:. but Illll he lilllilcd (ll, tlH': rullpwillg: ClllploYllll.:llt, llpgrillliIl.!~. dl.:lllOlioll ur trallsJ"t.:r;
n.:uuillllClll or recruitment advertising: layorr or termination; rales of payor other fonllS of compensation; and selection
I'm It";linin!;. including appn.:nticcship. The Dcsign/l1uilclcr :lgrccs to post ill conspicuous places, available (0 employees
;jlld .lppliCillllS (tH' clllployrnclll, 11Oticl:s 10 be provided SC!lillg I'orlh till.: provisions orthis nondiscrilllination clausl.:.
h.5.2, Thl.: lksign/nllildl.:1". with regard 10 lltl: Work PCr!<lrJIll.:d by it during lilt.: Contracl, shall liD!
disL'rill1innt~ 011 tile grounds or rae!.;, cnlor, religiol1, sex, natiollal origin, se:\ual orientation, rlge. marital slatus, being
handicaprcd, a disadvantaged person, or <1 disabled or Viet N<1l11 era veteran in the select)()ll and retention or
Sllh....\}(ltr,!L'lorS, including pnH.:urell1l:n!S (Jr material:> and leases or r.:quiplllenl.
6.5.3. The Design/Builder will, in all solicitations or advertisements for employees placed by or on behalf
or till..: Design/Builder, state that all qUJ.lilicd applicants will receive consideration for einployment without regard to
r;lCl'. L:olor. religion, sex, national origin, scxual orientation, age, marilnl :,latus, being handicapped, a t1isiH..Ivantagl..:t!
p~rSlll1, or a disabled or Viet Nam era veteran.
0.5.4. In all solicitations either by competitive bidding or negotiation made by the Design/l3uildcr for work
to be pal~1l'111eU unucr n subcontract, including procurements or materials or IC<1sCS of equipment. ~ach potential
Subcontractor or Supplier shall be notined by thc Design/Builder of the Subcontractor's obligations under tit is Contract
~Illd (he regulations relative to nondiscrimination on the grounds of race, color, religion, sex, national origin, sexual
orientntion, age, marital status, being handicapped, a disadvantaged person, or a disabled or Viet Nam era veteran,
6.5.5. The Design/Builder will send to each labor union or representative of workers, with which it has a
I.:ulkl.:tivc bargaining tlgrecmerll or other contract or understanding, a noticc (0 be rrovidcd advising the s,lid labor
lIrli,ll1 or workers' representatives of the Design/Builder1s commitments undcr this section, and shall POS! cories of the
rhl(i(~ in conspicuous places availablc to employees and applicants r-or cmrloymcnt.
(l.tl (;il'illg .'V(}(ice:
Wllcn~ver any provision of the Contract Documents requires the giving of written notice, il \."ill be decmed to have
b...'l'!1 \':1lidly given if delivered ill pcrson to the individual or to a member of thc firm or to an ()nieer or th~ corporalioll
(or \'.'hom it is intended, or if delivered at or scnt by registered or ccrtitied mail, postage prepaid, to the last business
~\dllrl':\s known to the giver of the notice,
fl. - C-L'IIt'raf:
......;, -,..,! li1l' Crt: or 1111.; D'..:sign/Uuilder sutTer injury or damage to person or property OCCilLlSL: oj" <lilY t.:ITDr, omission ur
,\~.: ,': lll~ (Hiler p,1l1).' or 01' any ortlle other party's employees or agenls or others ror whos~ acts rile other party is legully
1I,\t'I~'. (lail11 will be made ill writing to the othcr pany within a reasonable time of the first observance or slIch injury or
d:1I11,1~t'. T11e provisions of this paragraph shall not be construed as a substitute for or a waiver of the provisions of any
'1I':'lh.::lbk ~[;Htlt~ or limitations or repose.
{I rlll..: duties and obligations imposed by these Gcncml Conditions ,IIlU the rights {lnc! rcmcdies available
hlT;.'undt'[' to (he pal1ics hereto, and, ill particular but without limitation, the wan'antics, g\larant~es and obligations
lI11pc'5Cd upon the Design/Builder by the General Conditions, and all of the rights and remedies available to the City
[hereunder, are in addition to, and are not to be construed in any way as a limitation of, ill1'y rigl1L'i and remedies
,1\ ~lilJblt:: !O any or all of them which are otherwisc. imposed or available by Laws or Regulations, by special warranty or
~lI","nroe or by other provisions of the Contract Documents, and the pr~visions ofthi. paragraph will be as effective as
if rcr(';lICd spccifically in the Contract Documents in connection with each particular duty, obligation, right and remedy
l,' \\ 11 icl1lhey apply. All representations, warranties and guararftces made in the Conlract Documell(s will survive li~al
~l~l:mcrH and termination or completion of the Agreement. .
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0.8 Indepcllde11f Contractor .\'IIlIIIS:
It is expressly acknowledged and understood by the parties that nothing in this agreement shall resull in, or be construed
as cstab'lishing an employmel1t relationship. The Design/Builder shall be, and shall perform as, all independent
contractor who agrr::cs (0 use his best <.:Irol1s [0 provide the Work all behalf of the City. No ,lgCllt, employe!.,;, or servant
of the Design/Builder shall be, or shall be deemed to be, the employee, agent or servant or the City. The City is
intcn.:sted ollly ill the n;sults obtaineu under the Contract Documents. 'j'he manller illlu.lllcalls or conducting the Work
are limier the sole control or the Design/Builder. None or the bcnelits provided by the City [0 its C!l1ployccs including,
but not limited to, worker's compcnsation insurance und unemployment insurance, ure available Ii-a III the City to the
omployees. ogents or servants DC the Design/Builder. The Design/Builder shall be solely and entirely responsible Cor its
acts ilnd for the acts of the Design/Builder's agents, employees, servants and Subcontractors during the performance of
the Agreement.
THE DESIGN/BUILDER, AS AN INDEPENDENT CONTRACTOR, SHALL NOT BE ENTITLED TO
WORKERS' COMPENSATION BENEFITS AND SHALL BE OBLIGATED TO PAY FEDERAL AND
ST A TE INCOME TAX ON ANY MONEYS EARNED PURSUANT TO THE AGREEMENT.
6.9 Prohibited fllterest:
No memher, officer, or employee of the City of Aspen shall have any interest, direct or indirect, in this Agreement or
the proceeds thereof.
6.1 0 ~Vrrrrallties Against Contingent Fees, Gratuities, Kickbacks and Conflict of Interest:
Th",' Design/Builder warrnnts that no person or selling agency has been employed or retained to solicit or secure this
f\grecmen[ upon an agreement or understanding for a commission, percentage, brokerage, or contingency fee,
excepting bona fide employees or bona fide established commercial or selling agencies maintained by the
Design/Builder for the purpos~ of securing business.
6. \ (), \, The Design/Builder agrees not to give any employee or fanner employee of the City a gratuity or any offer of
clllploymelH in connection with any decision, approval, disapproval, recommendation, preparation of any part of a
prll~raIT\ requirement or a purchase request, innucncing the content of any specific<ltion or procurement standard,
rendering of advice, investigation, auditing, or in any other advisory cupacity in any proceeding. or application, request
t',lr nding, dctcl1l1ination, claim 0[" co:ltrov,;rsy, or nthcr particular matter, pertaining to this Agreement or to <lny
)\)[i-.I[<1[10[1 or pro[1osalthcreror.
() 1 \1 2. I! :ill.111 be iI material breach or the i\greclllt:111 for any payment, gratuity, or ofli.:r or employment tu be made by
llf" L'll bt:h.:llf or Q Subcontractor under a Agreement to the prime Dcsign/l3uildcr or higher tier Subcllnlractor or allY
pa~on associuted therewith, as an inducemcllt for the award ofa Subcontract or order. Thc Design/Builder is prohibited
thlr1l inducing, by any means, any person employed under this Agreement to give up any pLlrt of the compensation to
"hleh he/she is otherwise entitled. The Design/Builder shall comply with all applicable local. state and Cederal "onti-
kii..'kback" statutes.or regulations.
6. /! Payments Subject to Annual Appropriations:
1 ( (he Agreement awarded extends beyond the calendar year, nothing herein shall be construed as an obligation by the
Cit' beyond any amounts that may be, Crom time to lime, appropriated by the City on an annual basis. It is understood
lh~H payment under any contract is conditional UPOII, annual appropriation of funds by said governing body and that
before providing services, the Design/Builder. iC it' so requests, will be advised as to the status oC Cunds apr.'opriated for
s~'r.ices or materials and shall not be obli~ated to provide services or materials for which fu.nds have nor been
oppropriated.
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6.1] Ih:s;,z.:n/l!uifder ,.tccepl{ll/ce:
(1.] 2.1. The acceptance by the Design/Builder oj' any paymellt made 011 the llllal completion of Work under these
CicJ\eral Conditions, or or any final payment due on termination, slinll CO!lstitutL: a full and complete release of the City
i'rolll allY llnd all claims. demands and causes of action whatsoever which the Design/Builder. hns or IllllY Imve ngainsl
the City under thl.: provisions ol"thcsc Contract DoclIlllents.
(1.12..:. No ;lctioll shall be maintained by Design/Builder, its successors or assigns, ngaillst tile City or the l':ngilll.:t.:r Ol1
,lfl;.' l:!iliIllS based uron or arising out of this Agreement or oul or :lnything dDlle ill conncction with this Agl.CC111Cl1t
unless such ,lction shall bc commcnced wilhill 180 days after the u;lte approval orthc Jil1ul progn;ss payment herculldcr,
or within 180 dnys of the tennination of this Agreement.
tJ./3 .)'llCCeSSO(S l111f/..lssi{.:/Is
This ^grccmellt and all of the covenants hereof shall inmc to the benelit of and be bidding upon the City and the
Design/Builder respectively and their agents, representatives, employees, successors, assigns and legal representatives.
Neither the City nor the Design/Builder shall have the right to assign, transfer or sublet his or her interest or obligations
Ilerr.:ullder without the written consent orthe other party.
6.14 Third Parties
Thi~ Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties,
(';(C!?pt to parties to whom the Design/Builder of the City may assign this Agreement in accordance with the specific
\\Tit!l.'l1 C()IlSCllL ailY rights to clnim damages or to bring suit, aClion or other procceding against either the City or the
L)l?sign/Builder b~cause of any breach hereof or because of any of the tenns, covenants, agreements or 'conditions
!ll.'rein cOllt::lincd.
fl, !:1 H'ail'er
:,:(\ \.~.njver of default by either parry of any terms, covenants OJ conditions hereof to be perfonned, kept and ob::;crved
b~ \l1c olher pany shall be construed, or operate as, n waivr:r of any subsequent def;],ult of any of tile terms, covenants or
":\1!:~~itioIl5 herein cO!1I<lincd, to be performed. kept (ind observed by the other party.
(1.1(, CO!/(rIIC( .\fatlc in lO/O((U/o
!"!~~, l\ll1ie5 agree that this Agreement was made in <1ccordance with the laws of the State of Colorado and shall be so
~>,':.~;rlJl.'d VI.:f111l.' i~ agrl.:cd to hc c:\.c!usivcly in the courts oCPilkin Cuunty. Culorado.
(I.! - ..Worne.!"'s Fees
III ill.: l.'\.Cll! that legal action is necessary to enforce any of the provisions of this ^greemcnt, the prevailing party shall
I'~. ..:!llilkd l(l it:' costs alld reasonable atlorncy's fct.:s.
6./8 lVait'er of Presumption
This Agreement was negotiated and reviewed through the mutual efforts of the parties hereto and the parties agree that
IW cons[fl.lctioll shall be 'made or presumption shall arise for or against either party ,based on any alleged unequal status
l.\( (he pal1ies in (he negotiation, review or drafting of this Agreement. I
o.! 9 Sl!\'erabili(v Clause:
It" any provision of the Agreement is subsequently declared by legislative or judicial authorily to be unlawful,
unenforceable, or not in accordance wilh applicable laws, statutes, and regulations of the United Stales of America or
the State of Colorado, all other provisions of the Agreement shall remain in full force and effect.
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ARTICLE 7
TERMINATION OI'THE AGREEMENT
7.1 This Part I Agreement may be terminated by either party upon seven (7) days' written notice should the
other party fail to perfonll subswntirdly in accordance with its (erms through no fault 01" the, party initiating the
teml ination.
7.2 This Part I Agreement may be terminated by the City without cause upon at least (7) days' written notice
lo llH'; Dcsign/!Juildcr.
7.3 In the event of tcmlination not the fault of the Design/builder, the Design/Builder shall be comrensated for
services perf0n11Cd to the termination date, together with Reimbursable Expenses thell due and Tcnnination
Expenses. Termination Expenses are expenses directly attributable to termination, including a reasonable amount
for overhead and profit, for which the Design/Builder is not otherwise compensated under this Part 1 Agreement.
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