The URL can be used to link to this page

Home My WebLink Aboutresolution.council.049-97 . . . RESOLUTION NO. 49 Series of 1997 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A PART TWO CONSTRUCTION AGREEMENT BETWEEN REAMS CONSTRUCTION COMPANY 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 agreement 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 service agreement 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 of the City of Aspen to execute said agreement on behalf of the City of Aspen. the INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on /1 day o~/ , 1997. CftS.~~~ 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, aFa .meeting held on the day hereinabove stated. ~ ~ >I-~ ~athryn S. Koch, City Clerk REAMS ~51RU CT10rv cO Co . July 8, 1997 Phil Overeynder Water Manager The City of Aspen 130 South Galena Street Aspen, Colorado 81611-1975 Ref: Proposal for Part 2 Aspen Water Treatment Plant Expansion Dear Phil, Reams Construction Co. would like to present the following proposal for Part 2 of the Design/Build project for your Aspen Water Treatment Plant Expansion. TItis proposallncorporates the following documents all of which will be the "Contract Documents" as defined in the Part 2 Agreement . Annotated copy of the Part 2 Agreement. (Dated July 8, 1997) Annotated copy of the Part 2 General Conditions. (Dated July 8, 1997) Reams Construction Co.' s schedule Part 2 Aspen Water Treatment Plant Expansion (Dated July 8, 1997) for the completion of the New Administration Building is based on a start date of July 15,1997. The ancillary work to modify the existing plant process equipment will be performed within the time frame established for the buildings. Part 1 proposal and contract . . . The order of precedence for the contract documents shall be as follows: Change Orders Addenda Agreement Special Conditions General Conditions Specifications Drawings Reams Construction Co.'s price to perform the "basic" Design/Build effort . Part 1- 60% design effort (complete) . Part 2 Complete design & build the project TOTAL $57,828.00 $1,084,019.00 $1,141,847.00 . 5'-' "Optional" Items per meetings with Phil Overeynder on May 8, 1997 and June 30, 1997: . Apply acrylic stucco to exterior of administration and chlorine bldgs $31,944.00 P. O. Box 106 Naturita, Colorado 81422 970-865-2886 Reams Proposal for WTP Expansion July 8, 1997 Page 2 . . Provide Standing Seam roofs for the existing East & West buildings . Upgraded Hydro/Electronic Instrumentation and Control System per attached scope. (Includes deductfor B&V's I & C scope) $21,240.00 $130,646.00 "Optional" Items per meetings with Phil Overeynder on May 8, 1997, verbal instructions on May 13, 1997 and meeting on June 30, 1997: . Paving per B&V Paving plan sheet 2/14 $47,195.00 . Provide 10 x 44 office trailer, includes 6 months rent, move on, setup utilities and haul off site. . . . . . . . . . . Purchase & install "collection tubes" as required Landscape allowance Signage allowance Exterior lighting Roof overhangs Paint exterior of East and West Buildings Trash enclosure Remove abandoned electrical service on the North wall of West Building All required underground utility work will be performed at no additional cost to Aspen $5,205.00 $14,130.00 $5,000.00 $5,000.00 $2,500.00 $2,000.00 $ 9,487.00 $3000.00 $500.00 N/A Scope of the Part 2 effort; Reams Construction Co. will update the drawings, as required by the Aspen Building Department, for the new Administration Building, the Chlorine Scrubber Building, all site work and underground utilities, and as required for a Design/Bxzuild project. These will include the Civil, Structural, Architectural, Electrical and Mechanical drawings and specifications. It is anticipated that these drawings will be submitted to your office, for your use, by August 5, 1997. 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. Construction of the complete project will be accomplished in accordance with this proposal. All of l31ack & Veatch's design documents and all test reports prepared by Black & Veatch will be provided to Reams Construction Co. by The City of Aspen. These documents will be used as reference for our subsequent design but they will not be considered design criteria. To date, Reams Construction Co. has received the following reports. . Soil Report-Chen & Associates . Lead paint report-l31ack & Veach . Structural NDT -Olson Engineering Co. . e . . Reams Proposal for WTP Expansion July 8, 1997 Page 3 Due to the age of the Chen report Reams Construction Co. has elected to contract for an additional soils report at no additional cost to the City of Aspen. "General Conditions for Design/Build Construction Contracts" review. The City of Aspen's document "General Conditions for Design/Build Construction Contracts" has been reviewed and the proposed changes have been submitted to The City of Aspen. A copy of the amended General Conditions is enclosed with this proposal and becomes a part thereof. The proposal for Part 1 of the Aspen Water Treatment Plant Expansion hereby becomes a part of this proposal. In case of any conflicts this Part 2 document will take precedence. Sincerely, Reams Construction Co. ~;{~ John Reams President Enclosures JR/wrs Project: Aspen PreEngineered bldg Date: 7/8/97 Reams Construction Co., Inc. Progress Milestone Task . Part 1 & II_Aspen Water T Summary Rolled Up Task Expansion Rolled Up Progress 23 21 19 17 16 14 13 15 22 20 18 FINAL INSPECllDN FLOOR COVERING & BASE P AlN'[' l<l'lNISH rolLEf ROOM FINl5H MECH & ELECT ROUGH-IN GYP & STUDS ER]ler BUILDING POUR FLOOR roPPING CEIUNG GRID STARTUP & BALANCE MECH & ELECT FINISH 2d 1d 6d 10d 10d 3d 10d 4d 8d 5d 5d ~ 10/24/'Y7 10!271'Y7 JJ/2I!!l ll&FZ JJi!!lI2 :!1.!11M :!1.!11M JJI:JlM JJmm 10/14/'Y7 10/9/97 ~ 10/9/97 8121/97 10/3/'Y7 9116/97 9/29f'Y7 'mJlm ~ 8/25/97 10/23/97 12 11 8 9 10 7 6 3 4 5 INSTALL PRECAST ORDER& RECEIVE PRECAST DRILL & POUR CAISSONS ORDER& RECEIVE REBAR ASPEN REVIEW & APPROVAL PARTll_CON1RACT SITE UTILITIES F&P GRADE BEAMS ORDER& RECEIVE BUILDING SElUP ASPEN OFFICE TRAILER 2d 25d 1d 45d 10d 5d 15d lOd 4d 5d 8/19/97 7/31/97 7/15/97 7/14/97 7/,12197 7/8/97 7/15/97 7/15/97 8/1197 'l1!?M 8/20/97 8/18/97 7/211/97 7/14/97 7/17/97 7/31/97 8/4197 8/4/97 8/7/97 9/15/'Y7 ~ 2 ID 1 PARTCDESIGN Task Name EXECUTE CON1RACT (NTP) Part 29d Duratio 1d 5/28/97 Start 5/211/97 7171'Y7 Finish 5/28/97 5 15 6/2; ul 7113 7127 Au 8Ll0 8/24 Se 9L7 9f2~ Oct 10/5 10/19 11 N 2 e . . \ " . ~ "'~;\':~{-~:'~(::',;-f<:-;-: ':, , ,,'"~ ,,,,J.liiiwc]l,,, ",. -: tUJl2,~' uJ.c-fz#4 t/" ',."" :t;; ,~~~ -/'~/:;~' .;;;,,' i,:; :~~i~-' ,Ii( i,I;_'".' . Clly of Aspen.. General Conditions for Part Two of Deslgn/Bulrd Projects . . , I " '.' -.t_,~ ~ -: ,'" 1'~ (;,,,Jr"'-~' ,'.;" . ,-" ,.:I"'1!.,:}.:~ ....:_1" . ;,!..:,."..,: ."f, ,_, ",_,l.!,(____"),'h'-"I,'~I;.f, -'.," CITY OF ASPEN, COLORADO Engineering DepartmeJlt GENERAL CONDITIONS FOR PART TWO OF DESIGNIBUlLD AGREEMENT FOR CONSTRUCTION CONTRACTS (Vusion 082-97-1) Ll Arnelc I . Definitions. TABLE OF CONTENTS Arrick2 - Prelim,i,naryMatters. Definitions 2.1. " ,- ---'. 2.4. 2.5. 2.6. ,. ~Ii.~~& oq~~Jnds Cop~esof[)o.c~ments", __. Commencemc_nt ofContract.Time, Notice to. Proceed Starti~g~9,; Pr:oject B_e(o.~!:tS_~i.Qg,YtJLrr9j~L _ Pre4~,lita~ti()n_ Co~f~ncc project~~~?~5S:~~:ti,pg .-\rtick 3 ;. Con~rad,Docum~ti~~ [nttrit,;A~ending. Reuse 3.1 ,},.t. Intellt -",., Anje'1ding:'~~,:~~:ppl~iri~ijtirig:'Cort.tri1(;t Documents Prc,ce~~~c:e ptgoi1~ci_-:-:,._.:-,!'-:_:';"", . .O\vners~ip"ot,~si~'1Vf~_ri~s'liQ4"'-: ...................................................................................,.......... ....4 ..................................................,.......................................,....7 ....................................,.................. .................................:......... 7 .. . ........................,....................................................... .........7 .........,...........................................................................,...........8 ...................,..... .................,.........'....'.........,..'=.....,....=.....m......'.....8 .................... ........................................... ........,......................,..,..8 ..................................,............ ......................,....:.........8 ...................... ........................ ......................... ..................................... 9 .......................................... ........................................ 9 .....,..,......:.:..............'--.........,............:........,..............10 ...........................,.........................;.......,.,..............................,............\0 Arrick" ~ AvaUabi.'litY,.:or-Larids~PhYsii.:al':todditions: Rcrcrencc Points. " ,,:"" '.. -"":,-,:,'",,....' --c' "Y~', .. -I.! -I~: ':.:i. J:.: ,-. ...._,~ ~_:3. -1.2.6. -1_: -1.:.1. ," "..',-, .U Avllna~ililr(,f'~#':.-:: rhysiCa.!.Co:nditi.o'ns: .Explo'rn_tions,'aiid Reports, ExislingStr:uc[ures , ,,-' Report of iJitferi,ng COnditions . Engineer's Bcivic"" , . P?ssible,[)Q~_~-~~ilt G_ljal1gr:~ Possibl~Pri<:e:-~d 'Tiiii~:Mj~thl~_~ p.hys:jcal_CO'l)di-ti~nS:.;:Uride~iW:d, Facilities Shown or Indicated ." Not Shown or Indicated ReferenCe Points li'.;.t"t.,iri'"' ~". ";;,,, "'.?';II,,";;ii{;,'~ 1<:~i'j~1"}~' .,.....,............"..,.......,....:"...................,.,.......:.....;.......,\1 ...........................,............'..............'......_....,...........' 11 ............,.."..........................,...................,......................:.,........,\\ "..........................,...........,...................................,,:..\1 ......................................................:...........................\\ ...........................................................,.,....:.,..12 ...............,............................................".........12 ..............,.......................................,...............'....,..'.......;:...;..,..:........12 ..........................."......................................:........;......,....;.:",...,,12 ........................................................................................",.;:.12 ..................,.................................................................12 . ................. .......................................,..............................................12 , , i,,-i~ ~ ;,,:.:-\,-.~ 1'ik:'~ii :\;;,!,,--,"(l,j.i/.;,,; ',~.:jb;:'l--w::~" . ',;C"" ,.-",.' " '.', .... '" ,".:-' ",.DB2.971.do. ,,'-l'age:1;: - '"':.;',,, :', ,,:',',", ..": ,,:.,,~ '.'( , ',' ":<:':' ": - " .. ' I ~ " .- - , "', "';':~~f:,~\1t\r,,!t""":r11 ,':'i ,'..' ,,".- ".;1,,\1",";"';'(.1:,"'," """r,>'," :! >~~ .~" 'ff:",:f, ,':!~\::n'I-,'~1'!,~~i~,".fjWj~.::'..l.' e e . "":'i"";"-' ,", City of Aspen. General ConditIOns for Part Two of Design/Build Projects I .',. ,J ""'.)..~.....",c '.' ?~ "I ' ,,'.-. , 'f.r::",:"?~,~",,,.,. . ,.,.-,: '-~' 4.5. Protection and restoration of Property and Landscape 4.6. Hazardous Materials 4.7. Design/Builder Representations Al'"liclc.5 -Bonds, Indemnification, and Insurance 5.1. 5.2. 5.3. 5.4. Pcrfonnance. Payment, and Maintenance and Other DO!1ds..... Indemnification DcsignIDuilder's City's Liability Insurance Article 6 - Design/Builder's Responsibilities. 6.1. 6.2. 6.3. 6.4. 6..5.-6.6. 6.7. 6.8. 6.9. 6.10. 6.11. 6.12. 6.13. 6.14. 6.15. 6.16. b.17. 6.18. 6.19. 6.20. 6.11. 6.11. .......e....I) ...14 .................. ...15 .........15 ...15 ....................... .....15 ...........................17 General Responsibilities .......................... . .......m...... ......m................. .17 Supervision and Superintendence u....mh...... ..................................... .18 Labor, Materials, and Equipment ....mm.............. .............................. ......18 Services and Responsibilities ................... .......19 Reserved ......................... ... ..............19 Work Sc.hedule ......................... ..........19 Substitutes of"or-equa1"llems .................................................... ................. .............................19 Subcontractors, Supplies and Others .................................................. ...................... ............................20 Subcontracting and Percentage of Wort. Awarded to Subcontractor(s). ........m......__.............. ................. ..............................20 Patent Fees and Royalties ........................................... ........................................,....................21 Pennits ....................................... ..................... .............................21 La\vs and Regulations ................................................................................................................21 Taxes ......................................... ...............................21 Use of Premises .................................. ............................ ............................21 Record Documents ................... ............................22 Safery and Protection ..................................... ...................... ........22 Emergencies ...................................... .23 Shop Drawings and Samples .............................................. ....23 Mechanics'.Lien ..................d...... ...................... .24 Continuing the Work ..................................... .................. .25 DesignlBuilder's Facilities .................................... ..............m....... .25 Article 7 - Other Work. 7.1. Related Work at Site 7.2. Coordination Article 8. City's Responsibilities. S.1. S.~. S.J. Article 9 - Engineer's Status During Construction. 9.1. 9.2. 9.3. 9.4. 95. 9.6. 9.7. 9.S. 9.9. 9.10. City's Representative Visits to Site Project Clarification and Interpretation Authorized Variations in Work and Minor Contract Rejecting Defective Work Shop Drawings. Change Orders and Payments Decisions on Disputes Reserved Limitations on Engineer's Responsibilities Article 10. Changes inlrhe Work. 10.1. 10.2. 10.3. lOA. . 105. 10.6. City Iniliated'Changes \V rinel! Notice of Change Change Order [ksign.ll3uilder Ch~gc:. Reque~l Down Time Submittal Requirements and Waiver afClaims ..........._.......................25 ...................................25 ..16 ...1,6 ..26 ..........___..............................................................................._....._..........,..26 ."..............._........._............................_....... .:................... ..........26 ....._......"........................................-.....................................................,..26 ............................................ ................. ................................26 . ..................................... ........ .... ...... .......... .._.... .27 ......._............................ ................. ................. .....17 ......................................... .................... ...............17 ........................ ............................ .......... ....... .... ..................17 .... ................................ . .............................. .............. ...... ..........27 ..............................._....... .............................._ ................. ...........,.....27 ............................ ................... ....... ............................. .........18 ...................._.................. .......................................... ....._.28 ........................................................_.......................... ............................29 ................._.............._............ ................. .......................:...._19 ...................._...........................................................................................29 _............_.............................................--..........-.-......,.............._..._.._.........29 ... . . . '... '.., . ;..- ItS] e e . . City of A pen. General Conditions for Part Two of Design/BUild Projects , . . ~ .. I Article II - Chang\:' of Conlract rricc or Contract Time. 11.1 11.2. Ill. 11.4 115. 11.6. COlltrilct Price Adjustments Contract Time Adjustments Force Account Work Canlmct Sum Dclemlination Cosl and Pricing Data Variation in Quantity OrUnil Priced Items .... ................JO ....... ...........JO . ... .............JI . ............JI ................... ..... ............32 ......................................D Article 12 - Reserved. Article 13 - Warranty and Guarantee; Tcsts and Inspection; Correction or Acceptance of Defective Work. 13. [ Warranty 13.2 Access to Work 13.3 Tests and Inspections 13.-1 Uncovering Work 13.5. City May SLOp the Work 13.6 Correction or Removal of Defee Live Work I J. 7.' Correction Period 13.8. Acceptance of Defective Work 13.9. City May Correct.Defective Work 13.10. Unauthorized Work ................................ .....J3 .....35 ...35 35 ..36 .36 ........................ .......36 .............................. ..........................36 ........................... ............. ....36 ........... ..... .... ....37 Article 14 - Payments to DesignIBuilder and Completion. 14.1 1..\.2 1..\.3 1..1.-1. ]-1.:'. IH. 1-1.7 1--t.S. (-1.9. 14.10. 1-1.11. Detennination of Work Value Application for Progress Payment DesignlBuilder's Warranty of Title Engineer's Review of Progress Payments Subslantial Completion Partial Utilization Final Inspections Final Progress Payment Settlement Date, Notice to Subcontractors. Acceptance and final Payment DesignlBuilder's Continuing Obligation Liquidated Damages ....37 . ...37 .............................................38 ....38 .. ......38 ...............................................................38 .... .........................................................39 ................... ...................................39 .................. ....................40 .......................... ......................40 ...............40 Arnde, 15 - Suspension of Work and Terminati{'ln. 1'1 1': 15,; I ~.! Cit)' May Suspend Work City ~'lay T wninate DcsignlBuilder. May Stop Work or Tenninate T cmlination of Profession a Design services .................41 .....42 ....43 ................. ...43 Article 16 - ~Iiscellancous.. 16,1 16.2. 16.). 16.-1. 16.' 166. 16,( 16.8 16.9. 16.10. 1611. 16.12. 1t\.13. 1614. 1f..I:,. 16.16. 16.17. 16.18. Nondiscrimination ............................. ............................. ............43 Giving Norice ................................. .....44 Computation of Time .................................. ........................... .....44 General .................... ......................... .. ...............44 Independent Contractor Status .............................. .............................. ........:44 Prohibited Interest .....m............... m ....................... .... ....... . ...45 Warranties Against Contingent Fees,.Gratuities, Kickbacks and Conflict'oflntercst .......45 Payments Subject to Annual Appropriations ................... ............,...... .....45 DesignlBuilder Acceptance ................. ........................... .....45 Successors and Assigns .................... ............................................. -.....46 l1\ird Parties .................... .................. .......46 \Vaiver .................. ................ ............................ ...46 Agreemem Made in Colorado ,........................................ ......46 Auomeys' Fees ...................... H............. .-....................... ,.46 Waiver of Presumption ...................... .......46 Severability Clause ..................... .. .H.............. .......46 Audit and Records ........................... ................. ......46 Audit ....................... ................................................. ................................ ......41 '--<'--"'--.' '. ;.,._ ."..--..,'.".,. ,-"." "o,~,:,. ""O'!F"'" .,,,,'.,, ~.':' '~, /\,'i' ',.. ,,'., ' ,,' ~,f:~"t. ,--01.."'" " -"'c!." ':' ,~"...,l, F.,.:j~'lj.!. I , , -. . . -,."' '.--""', ,'"'.,-:',-,,;.;, '. / City of Aspen. General Condllions for Part Two of Design/Build Projects .! ".'~ r'n:':"'r~}l:~.i1\,'~.:;:'~:-'~!0i! :')" . . , " ~." ,.;,., ',.__1. ',", , . INTRODUCTION Th~, C(),nt_~a~tpp<::tJl"flents arc complementary. and what is required by anyone shaU,beasbinding as if required by all, unless certain services or equipment arc specifically excluded. These Geheral Conditions have been prepared to be incorporated by reference into the Contract entered into between the City and the Design/Builder. In the event or conflict or inconsistency among the Contract Documents, the order of precedence set forth in the Design/Build Agreement shall govern the interpretation or the Contract between the City of Aspen and the Design/Builder. Words and abbreviations which have well-known technical or trade meanings are used in the Contract Documents in accordance with their recognized meanings, provided however that those tenns required to be defined in the Proposal by the Design/Builder shall have the meaning given to them in the Proposal to -the extent that they are not in conflict with any other part or term of the Contract Documents. ARTICLE I ,DE;FINITlONS .:.: . 1.1. whe'a~v~fthe words. forms, or phrases defined herein. or. pronouns used in 'their place occur in the Contract ;. . ':'"',"':,!"I,P:(.,-,c,,,'. DocUlnents; tlje:'u.t~ilt arid meaning shall be interpreted as follows: ASCE NACE SSPC AASHTO AlA SICS AISI A?'<SI Arnerican Society of Civil Engineers ,. I'lational Society for Corrosion Engineers ""SpeeiaIS6ciety for Paint Council '......~ierican Association of State Highway and Transportation Officials 'j\'merican Insurance Association . .JAffierican Institute of Steel Construction Am~rican Iron and Steel Institute . 'Amedcan National Standards Institute .;(f~9"erlYASA and USASI) 'c"A!iiiirican:Society of Mechanical Engineers ,...m~riCMlSociety for Testing and Materials 'A!fieiipanWireGauge ,~*T~fi~Welding Society 'B,~si:i"ndF'ihal Offer '-'D"pllltrtjentofTransportation, Slate of Colorado ' .Qp'hati6ns and Maintenance .l:!etailed Hazards Analysis )~sArq\v Bid; Documents '::;-;:~.l~~onic,lndustries Association '. 0';it~d States Environmental Protection Agency Federal Communications Commission Federal Highway Administration Fed,eral Transit Administration Heating. Ventilation, and Air Conditioning National Bureau of Standards National Electric Code Notice to Proceed National Electric Safety Code National Fire Protection Association . Occupational Safety and Health Administration PrCliminary Hazards Analysis Society of Automotive Engineers Underwritds Laboratories, lnc_ United Stales Department of Transportation , Urban Mass Transportation Authority ASME ASTM A\\'G ..i, \\'S B..i,FO COOT 0.\:\1 DHA EBD EIA EP..i, FCC FHWA FT.'" HVAC l\BS ?'<EC l\TP ?'<ESC "FPA OSHA Pl-l.i, SAE l'L L;\HA , ,....,1;;:,."';...'.:,,,. ....... ...... ',' . . . .:: .....;';:',:':..... '.:' . .,.' ,.:"". ",.",.,,,..,,,.,,,,,.,C,I"'N~i''':.>'''',,,, ."''''''~:~tjlr-[~~~~~[~ I " ,:".,;,:-:,;~,>,;;y..:r: .:",'",".' '.'. ,.-.'. " .:'.' ,.' , .' ,;.'. "".C.. "', . :''':' '. ,... ':,'.:' ":.<\C(:Y.'?f.\~~i'/(,'~'r:.::':'''i. ;:'~'::"::" ':: ,~:"",;"",;,,..:t,:':':":"J':.' . . . , ! ; i ~._1I .. t- . : UD&FCD Urban Drainage and Floodtontrol District MUTCDManual on Unifonn Traffic Control Devices 1.2. Wherever used in these General Conditions or in the. other Contract Documents the following tennshave the meanings indicated which are applicable to' both the-singular-and plural thereof: Addenda - Written or graphic instruments issued prior to the opening of Bids which clarify, correct or change the bidding documents, ContfactDocuments, drawings, details or specifications. Bid - The offer or proposal of the bidder submitted on the prescribed fonn(s) setting forth the prices for the Work to be performed. Bidder - Any qualified responsible and responsive firm or corporation submitting a Bid for the Work. Bid Paekage - All infonnation and standard Contract D,oCllmentsprepared by the City to assist potential'bidders to prepare their bids, ' , Bonds - Bid, perfonnance, payment;,mailltenari,* bon<!S'llIldother acceptable instruments of f1l1M9j~Fs""urity, furnished by the Design/Builder and his/her surety inaccon.Iance with the Contract Documents.>':,:' ' Change Order - A written order to theDesignlBuil,de,r}~th()rizing an addition, deletion or revision in the.\:Yprk within the general scope of t~e Contract P~l:1m_el}~~~9~~~~tl1~~7.ii!g~~,:!!~justtnent in the Contract Pri_ce Q~:,GQnI:!a~t.Time, issued on or after the Effective Dale ofth,e Desigil/l;l4i!<\~lW"'I)1ent. ' -'.. ,-'-,'-.. City or Owner - The City of Aspen in Pitkin CoilIitY?C();~ryidO. Contract - All contract documents attacheplo,!!i~;;:.ip~!~f1LJ3uild Agreement and made a partthereof',~:Plovided herein., ,. ,,". ."'-:j.;~,~;:':'- " : . .' _ .: _,..' ...., ,:.-<i:"(-_':_::{:~:;@;'~':i:::~):(:'," .' _,:,':?~\~J;~ti_~'::;,':-< Contract Documents -The ContractD0C4D1~iits'cp~ll;t:~~"he Part 1 Agreement to the extent notmodifil\\!;~~,thisPart 2 Agreement, this Part 2 . AgreeD1entith~::O~i~~!!c;l.~(sProposal and written addenda ,loth~,;, ';.s.!d,c the Construction Documents approved'by'the,€ity;and.;Glil\iii~:9rdersissued after execution of this Part 2.~." ",' 'iitThe . . ,. . , .'. ._.,'," _>; _.; ....-..; .::.,:.._.:_':.1:..:,0.3",:;<'-, ,-"",.""""'.r~'._:-' ::". " . - ':.... ," ,::':'.;r"" :........_..- Conrract Documents also,:'includ~::,:d~rit3~iQti_,:,?to:;~~i~t~llis~~tions to Bidders,' Bid Pr?P'?sal;'I\~:: ,,,,':Q~neral Conditions, Special conditions,DesigfilBuil~.g~~~fu~~~,~idBond, Notice of Award, raYlne~t;P.L_.;in~e.and Maintenance Bonds. brawi~gs identifiOdin theqo~fra,c~D()Cuments or attached as part of the Bid,llI)~;~~ci.ffcations identified in the invitation to Bid or attached as partoQ,,", Bid, Affidavit of Compliance fonn, Liqui~#,i~~,pamages fonn. Design/Builder's License fonn~' Daily Co~s~ct.i9ii' Log form, Progress Pay Estimate fonn.:/aridJwsurance Certificates, . >,;... .,....., .. ,'.'., DesignfBuilder - The qualified responsible and respOnsiVe.fuTn or corporation with whom the City haSeni~f\@mto the Pan I and/or Part 2 Agreement. ' ' Contract Price - The moneys payable by the Cityloih,,'p,eSignlBuilder under the Contract Documents assfuted in the DesignlBuild Agreement (subject to the provisions of paragraph 11.4.), except for the Minor Contract Revisions item(s) which are subject to the City's written authorizlltion for expenditure. Contract Time _ The number of the consecutive calendar days or the working days and/or the deadline set in the Contract Documents for the completion of the Work. Daily Construction Log - The fonn furnished by the City Engineering Department, used by the City Project Inspector to record the Design/Builder's daily work quantities and project events. Daily construction log is the only verified jusrification for paymennotheDesignIBlIilder. . '-'0" ~~i,! :'~':i;;::,"" .' '. . . ;",:'i*-~ - l ' ,. ,. -~~I'rr0\(~tf~:t :'1'" , ,', :':I"~"'''::~':'''':''~:'' ,i',;<{"fJ~):it;;,~':.j;;;::)~i:" r'i:. -: ,,' . ....;.; -',,' ...' ___'J:y~rj"M---:r-~[~~- ".' ~"lf~",~.:'~")'~:\!.:3tt':'!'~:~~~~~~}~*~Jm~~~~:,}:~':"~,~, :'fl :,,c':: ':::::r:;e,i .(~, G,>'-"i',-:-:, ., -,,';',.', ... ,'_..:.-,"'. .'. -__ ,,"~,,~~:J::;~!j:hl~A.!.;.:, ',."" -~' . - "~~>~';~'r;,~\,,~:,~:~(~1:';~{~~r't~7~!'\"c' ~ -. ;. ~ e . , ".r ,;'.I:'ij~~:ii.,j.;;i'.H;'" ,~,:\.::::!t:.'fif~~~~j1:':rt'" . .. .' .' "-" -.'.'., ',.,' .-\.,......".-....,...... ' 1il{J..l'~\.'1.I:!III:1Itl:lII:.lt:II.r.rn.ni~ld....~:r.r..lfnl..II.J=J.,'1(.11-U:tffllii~(~J{:.J~'" .' -,c..::,.:.: _.',' .,,' - " .'.' - '. ,:~::.:.-..<.,.:',:.,:.:.'.,::.:';'.<:>,'....'..;',.., :,-::,""-':r;"_:'-";::i:-...',"""'>...''.'::' ,":' .' ", ;,. ...~, .':.. ~". "':<~'~,"nJ::,~r' . ';j nctc'c'~ivc _ An adjective which when modifying" the word Work refers to Work that_ is unsatisfactory, faulty or defiCient, or does not conform 10 the Contract Documents, or does not meet the requirements of any inspection n~fererice standard, test or approval referred to in the Contract Documents, or has been damaged prior to the Engineer'~ recommendation of final payment (unless responsibility for the protection thereof has been assumed by the City at Substantial Completion in accordance with paragraph 14.5 or 14.6). Drawings _ The part of the Contract Documents which show the character and scope of the Work to be perfomled and which have been prepared or approved by the Engineer. Effective Date of the DesignIBuild Agreement - The date indicated in the Agreement on which it becomes effective, but if no such date is indicated it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. Engineer _ The person. finn, corporation or the City Engineer, named as such in the Contract Documents. Field O.rder _ A written order affecting a change in the Work not involving an adjusbnent in the Contract Time, issued by the Engineer to the DesignlBuilder during construction. Hazardous Materials _ The term "Hazardous Materials" shall have the meaning set forth at 42 V.S.C. ' 9601(14) and regulations promulgated pursuant thereto. Laws and Regulations;.Laws_or :Regulations - Laws, rules regulations. ordinances, procureme.nt code. and/or orders. Notice of A ward- The written notice by the City to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified, the City will sign and deliver the Contract. Notice to Proceed ~ A written notice given by theCitylo:the DesignlBuilderfixing the date on which the Contract Tinle will commence to run.and.on which DesignlBuilder sh.all start to perform DesignlBuilder'sobligations under the Contract. Documents. Parlial'Utilizalion _ Plaeinga portion of the Work in service for the purpose for which it is intended (or a related purpose) before reaching Substantial Completion for all the Work. Procurement Code - Title 4 of the City of Aspen Municipal Code. Progress Pay Estimate _ The form furnished by the city Engineering Department, which is to be used to record. approve, and process payment when the DesignlBuilder requests progress or fmal payments and which is to include such supporting documentation as is required by the Contract Documents. Project- The total construction of which the Work to be provided under the Contract Documents may be the whole, or a part,as indicated elsewhere in the Contract Documents. Project Inspector _ The authorized Civil Engineer or Civil Engineering Technician, designated by the City Engineer to observe construction, materials placement and testing and to prepare the Daily Construction Logs and field reports. Punch List _ A form or letter that lists all incomplete or deficient Bid items, and is prepared upon subltantial completion of the Work by the City Project Inspector. Shop Drawings _ All drawings, diagrams, illustrations, brochures, schedules.and other data which are specifically prepared by or for the DesignlBuilder and the sub-DesignlBuilder to illustrate some portion of the Work and all illustrations, brochures, standard schedules, performance charts, instructions, diagrams and other information prepared by a Supplier and submitted by the DesignlBuilder and the Sub-DesignlBuilder to illustrate material or equipment for some portion of the Work. . ........_._.~~-....~l:t~rj~.I..~_ e e e ...,........1,.'.... ...:~~r{,~. .. ',,' ....;-."..... ......".'.....,. ," 1f14.'I.l'~1.1II~IJ:lq:)Il:)t:IItr.TiTinll.ld...:.tiT3:Jill...I~I..'11.1;.J."1[~Tifj:lJ11li. :l(.]I;'(~~ " '.' _, " ...-' '. ','__,_ ,',' ".',. .'.. '.,' ','_.h"".';.""" ....,.'.c<. .'_, -.-:,'..-''j.'::ii!''."':- '," ,,,"c.:' '-" .,," ,'>\-. I Specifications - Those portions of the Contract Documents consisting of written technical descriptions of materials equipl11cilt, construction systems, standards and workmanship as applied to the Work and certain administrative de(ail~ applicable thereto. Subcontractor - A firm or corporation having a direct contract with the Design/Builder or with any other Sub- Design/Builder for the perf0n11anCe of a part of the Work at the site. Subslantial Completion - The Work (or a specified part thereof) has progressed to the point where, in the opinion of the Engineer as evidenced by the Engineer's acceptance, is sufficiently complete, in accordance with the Contract Documents, so that the Work can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to any Work refer to Substantial Completion thereof. 'rho IBm1 SOBot'/ltial C....~18ti.n ,11,11,,,.,,, ."e l1u/l8,88 pe""./lt (199%) e6",~I.tie" eftl,o \,.'.,k. . Cf' Special Conditions or Special Provisions - The part of the Contract Documents which amends or supplements these General.Conditioos. Supp~ier- A manufacturer. fabricator, supplier, distributor, materialmanorveodor who supplies materials or equipment for the Work including that fabricated to a special design but who does not perform labor at the site. Underground Faeilities - All pipelines. conduits, ducts, cables, wires,IIlanholes, vaults, tanks, tunnels or other such fa,GUJtJ~~L()r. a.,tta_chments, and any encasements containing such (~t~iI.i.~j~~_w..ljj~h__bavebeen installed underground to fumis!! any ofJhe following services for materials; electricity, gas~s,steam'iliquid petroleum products, telephone or other communications, cable television, water, wastewater and surface runoff removal; traffic Qr other control systems. Uoit Price Work - Work to be paid for on the basis of un it prices. \Vark: ~.Tb-~ ~ervices provided by the Design/Builder and the en~ir~,comp'leied-construction or the various separately identiFable parts thereof required to be fumished under the ContniCI[)OcUments.'Work is the result of performing services, furnishing labor and furnishing and incorporating materials :and 'equipment into the construction, all as requi\ed by the Contract Documents and those oot specifically mentioned but necessary for successful completion of the Bid items. \YrltteRNQtice_oJ' Written Notice of Amendment - A written amendment _of_the_Contract Documents, signed by the Ciry~nd the Design/Builder on or after the Effective Date of the DesigofBuiid Agreemeot and oormally dealing with the non~engineering or non-technical rather than strictly Work-related aspects of the Contract Documents ARTICLE 2 - PRELIMINARY MATTERS 2.1 Delivery of Bond,: \\'l1<n Design/Builder delivers the executed Contract Documents to the Engineering Departmen~ the DesignlBuilder shall illso deliver such Bonds as the DesigofBuilder is be required to furnish in accordance with paragraph 5.1. 2.2 Copies of Documents: The City shall furnish to the Design/Builder up to three copies (unless otherwise specified in the Special 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. 2.3 COlllmencement of COli tract Time, Notice to Proceed: PriOr ,to Ihe City issuing a Notice to Proceed, either the City Manager or the Mayor of the City of Aspen shall approve 1110 Contract Docllments and shall execute the same. Notwithstanding any representations to the contralY made by City's employees, either directly, indirectly, or by implication, no Contract shall be in effect oor shall be binding upon the.City until such time as the Contract is executed by the City pursuant to authority granted'in accordance with Section " '..', '. :,',', ,,' . ". DB2.971.doc.' Page?". .'c.'.' .:" .,: .:-' ;'it;'" ',': ,-,:.; ,." C',_.:',~"~,' . .' ' , !"..~!"" "., ,;1),.>"'_ ;/.h:,,~.t.;,....:.,,-, ...""".. ; -e e " L,u e -11 ! :;--i! .:- ..,~(;;, ;.c,"''-'''',,,., , CIty of Aspen - General CondItIOns for Part Two of OesignlBuild Projects ,r ~:r:'~~"J_;;~YlC;3~: ;tl",'\""I'~! '\'; i",":"" "'~,1,:-::''!c}h,'-T'' i',. "-':,> l/!'~":",':'" 4-08-040 of the ProcuremenlCode. The City ,sh'all issue a Notice to Proceed after either (a) the City Manager has executed the Contract, or (b)111e City Council has authorized the execution of the ConlIact,and }he Design/Builder has executed the Contract and other Contract Documents, and has delivered the specified bonds, Certificates of Insurance, as are required, and any other documents required to be delivered by the Special Coriditions and Addenda(s) if allY issued. The Contract-Time will commence to run on the day indicated in the Notice to Proceed; . 2.4 Stufting ,lte Project: The Design/Builder shall start to perform the Work on the date when the Contract Time commences to"run, but no Work shall be done at the site prior to the date on, which the Contract Time commences to run and prior to a mandatory pre-construction conference conducted by ~e City. 2. S Before Starting the Project: Before undertaking each part of the Work, the Design/Builder shall carefully study and. compare the Contract Documents and check and verilY pertin~nVfigures shown thereon and all applicable field!\lC!'Surements. . The DesignlBuilder shall promptly report in writing to the Engineer any conflict, error or discrepan",y",hich Design/Builder may discover and shall ohtaina written'i:nteri>.rc.tation or clarification from the Engineer before proceeding with any Work affected thereby. 2.5.1. Within Three Df!)!safterthe Effective. Date of the Contract (unless otherwise specified III the Special Conditions or General Requirel:n.ents)'dt)te Re~lgn@uilder shall submit to the Engineer for revie\V: ".51.1. An estil1lateciprogresSsch&l~leindicating the starting and completion dates of the various stages of the Work; ".5.1.2. A preliminaiy:~cheduie of8h,,11 Drawing submissions: and 2.51.3. QualityCon1"OJ.ahdQ~al(!yAssurance (QAlQC) plan and policy to identilY the specificsiepsiheDesignlBuilder will take to ensure the highest quality in the constriIetediBiditems,. . 2.5.1.4. A Work ZorieSafety Ilnplefuenllltion & Enforcement Plan. with specific action process. ".5.c. Before any Work at the site is starled;the Design/Builder shall deliver to the City and the Engirieer, copies of cenittcates (and other evidenccofinsurance.requested by the City) which the DesignIBuilder is required to purchase. and maintain. 2.6 Pre-construction Conference: Within Seven (7) Consecutive Calendar: Days after the Effective Date of the Bid A ward, and before the Design/Builder S[artS the Work at the site, helshe and all ofhislhersub-DesignlBuilders and suppliers shall attend a mandatory pre- consrruction conference, conducted by the Engineer and others as appropriate to discuss coordination of constnIction activities, procedures for handling Shop Dtawings and other issues, and to establish a working understan.ding among the parties as to the Work. J.7 Project Progress Meetings TIle City and the Designf8uHder shall meet once a week to review the construction activities, rate of progress, and other project related issues to ensur~ efficient and smooth progress of work. ~ '>,..-......_..--,...., . -. .,.... . .__ 'V""',.'.','.__.'.. '._ .',.,',...'......... . ~J_.~~~)'~~~,~~~~.I~:...:~"., '-.' , .>.,..-"..:';,.,....."...:---,. ." --:'.',' ,- -~:':(~ .,:.. ~ .... '.:........ . .';, ':'" ';.' '.:- '" ',,'"'' ""Jr".''''''~' ':',- ':.;" e . - ..-1'.'-,' till'l'.l r~'-;.I~I J:I. C1;1II~ t:11-r~Til. n<<'h~':'liTJ:F.Ti 1I1r~lIJ:OIIII;J."1['II" :m1/tI:l (.j{;J 01... ,i'l-; _':0,'1'" ,....,,',;,-, . - '1 .~~~),~i.; '.'~' ':' , ',-;~::,:t:"7if,'it."", ARTICLE 3 _ CONTRACT DOCUMENTS, INTENT, AMENDING, REUSE 3.1 IlIlelll: The Contract Documents comprise the entire agreement between the City and the Design. Builder concerning the Work. The Contract Documents arc complementary: what is called for by one is 35 binding as if called for by all. The Contract Documents will be construed in accordance with the law of the State of Colorado. 3.1.1. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) [Q be constructed in accordance with lhe Contract Documents. Any Work, materials or equipment that may reasonably be inferred_from the Contract Documents as being required to produce the intended result will be supplied whether or not specifically called for. When words which have a well-known technical or trade meaning are used to describe Work, materials or equipment, such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals or codes of any technical society, organization or association, or to the Laws or Regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code or Laws or Regulations in effectat the time of opening oJ Bids (or, on the Effective Date of the Contract iOh"re. were no Bids) except as may be otherwise specifically stated. However, no provision of any referenced standard.sp~cification. manual or code (whether or not specifically incorporated by reference in the Contract Documents) shalt,be effective to change the duties and responsibilities of the City, the Design/Builder or the Engineer, or any of their cotisilltants, agents or employees from those set forth in the Contract Documents, nor shall it be effective {Q assign to the_Engiiieer, or any of the Engineer's consultants, agents or employees, any duty or authority to supervise or direct the fumisliiilgor performance oflhe Work, or any duty or authority to undertake responsibility contrary to the provisions of Anicle~~.C-Clarifications and interpretations of the Contract Documents shall be issued by [he Engineer as provided in sec~ioll,9A. 3.1.2. If, dtiiingthe perfomlance of lhe Work, pesign/Builder fmds a contlict; error or discrepancy in the Contract Documents, the .QesignlBuilder shall so rep0l1 to the engineer an9.the City in writing at once and before proceeding with the Work affected thereby and shall obtain a written interpretation-or clarification from the Engineer. 3.1.3. If the Design/Builder believes or is advised by the Architect or by another design professional retained to provide services on the Project that implementation of any instructipn received from the City would cause a violation of any applicable law; the Design/Builder shall notify the City inwritinil. Neither the DesignlBuilder no the Architect shall b~ obligated to perform any act which either believes will Violate any laws;- 3.1.4. Nothing, contained in the Part 2 Agreement shall create a contractual relationship between the City and any person or entity other than the Design/Builder. 3.1 Amending and Supplementing COlltract Documents: The Contract Documents may be amended to provide for additions, deletions and revisions in the Work or to modify [he temlS and conditions th~reof in one or more of the following ways: 3.2.1. A fonnal Amendment of the Design/Build Agreement; 3.21 A Change Order pursuant [0 paragraph 10.3. As indicated in Article II Contract Price and Contract Time may only be changed by a Change Order or a Written Notice of Amendment. I 3.2.3. In addition, the requirements of the Contract Documents may be supplemented, and minor variations and deviations in the Wo!:k may be authorized, in one or more of the following ways.- J 3.2.3.1. A Field Order (pursuant to paragraph 9.5); 3.2.3.2. The Engineer's approval of a Shop Drawing or sample (pursuant to paragraphs . :, . , . " " J. .......,,,.. 082-971.doc, . Page 9 ," " "'.' ,; .' ,..,." ,;.,','- :.",." d'~11'. ,.I:..It.., e -- e .. ,',.,:y,.",,"., 1fl{'.ll':'\..1'1;J11I:::..~;:jI[.;Jt=II.roTiTOnll'II...~r.TI:f:li.IW...II'f=J...~I.I~.'J.:PI1~.OoIf.lI:.!t11. r"t:' : :, 6.18.5 and 6.18.6); or. 3.2.3.3. The Engineer's written interpretation or c1arifiCalioll (pursuant to paragraph 9.4). 3.3 IJrecedcllce a/Contract Documents: The Agreement governs over [he Contract Documents. A Change Order governs over all othe.r Contract Docllment. impacJed by change. The Special Conditions govern over the General Conditions. 3.4. Ownership of Design MaterinIs and DOCllmenls: 3..1.1. The copies or other tangible embodiments of all design materials, whether or not such materials are subject (Q intellectual property protection, including but not limited to documents, shop drawings. computer programs deveioped for the Project or if such programs are not lhe property of Design/Builders lhe results of lhe use 'of lhem by Design/Builder, data, plans, drawings, sketches. illustrations. specifications, descriptions, models, lhe Design Documents, as-built documents and any olher documents developed, -prepared, furnished, delivered or required to be delivered by lhe Design/Builder to City under lhe Contract Documents (collectively "Design Materials") shall be and remain the property of the City whelher or not lhe Project or Work is commenced or completed; provided. however, lhat City makes payment for lhe documents in accordance with lhc Contract Documents. During the term of the Agreement, the DesignlBuilder shall be responsible for any loss or damage to lhe Design Materials. while lhc Materials are in the possession of Ule Design/Builder or any of its Subcontractors, and any such Design Materials lost or damaged shall be replaced or restored at lhe DesignlBuilder's expense. The intellectual property .rights. if any, to lhe contents of or concepts embodied in the Design Materials shall bel~ng to lhe Design/Builder or its besign Subeontractors in accordance wilh their contractual relationship and may be copyrighted by lhem in the United States or in any olher COWltry, or be subject to any olher intellectual property protection. 3.4.2.. As to those Design Materials subject to copyright or as to which patent or trademark, or any olher form of intellectual property protection has been, is or will be obtained. lhe Design/Buiider grants to Cily as of the date lhat lhe Design Materials are delivered or required to be delivered to lhe City, a world-wide, paid-up, nonexclusive. nonir?JlSferab\e (except as provided) license for lhe term of intellectual pioperty protection, for the City to use, repro<luceand have reproduced, display and allow olhers to display and to publish and allow olhers to pubiish, in any m:lllll~r. at any time and as often as it desires, wilh or wilhout compensation to lhe Design/Builder or any lhird party subjeCt toeme follO\virig restrictions: (a) All copyright and olher intelleetual!l(oprietary rights in or (elating to any of ,he Design Materials, shall remain the property of lhe Design/Builder or Design Subcontractor whether or not lhe Prl)ject is constructed. It is Wlderstood that, except as provided in this paragraph. lhe Design/Builder and Design Subcontractor shall have lhe right to use any detail. part, concept or system(s) shown on, specified in, or inferable fronnthe Design Materials on any olher project and to retain copies for lhe Design/Iluilder's or Design Subcontractor's future use; (b) City shall not, wilhout prior written consent of lhe DesignlBuilder or. Design Subcbritractor use Design Materials or documents, in whole or in part; for lhe construction of any olher project. If, however. City agrees to .indemnify lhe City of lhe intellectual property rights against liability arising from lhe misuse or ll\correct use of Design Materials by City. City shall be entitled to, at no additional cost to lhe City, use such materials and documents'. for additions, improvements. changes or alterations to the Project after completion. If Design/Builder is in default Wlder lhis Contract and lhe Contract is terminated. City shall be entitled to use the Design Materials for completion of the Project by olhers without additional compensation, or a releasc, indemnification or olher action by City: (c) Any reproduction of lhe Design Materials or part of lhem shall be failhfill and accurate to the original and of good quality: (d) City shall not remove or alter, and shall reproduce and prominently display on all copies made by City, lhe copyright notice"1'd olherproprietary iegends appearing on lhe . Design Materials when delivered to City. The restrictions set forth in (c) and (d) abov~ shall be imposed by City on any lhird party to whom lhe City allows to display or publish lhe Design Materials. , 3.4.3. It is Wlderstood lhat City considers lhe Project's aggregate architectural expression (that is, lhe, overall compination of the Project's visually apparent design features) and any distinctive individual features, to be~'lue md bf commercial value, and lhe Design/Builder and its Design Subcontractors agree not to design or build, or allow . "i,~~_;,.:""J~~_l;i" ,_: >:;'~.!,;,' ,.;:...' : ,- ,"" -,..... ,....' " .J:"..e:ljli(.~- ;;,J,j::!-;~>)ji>;':''-'\'. Page 1 0 ,,' . , '-.-,..,,'; '.." .'.;,\.;',;.. .}",~;~:':T<:i,L' J._,.. e . . :,;,~(~ki,<~jit,,;,;-~:,,:,;, . :.. ......, "... .... .. _.. '..' .. .... :" -.. '. _.. : _" :'" .. -, ...." "::~':.'J:: \.i<.. ie. ;,..; -,...." :,')f' ',.;,';);",:,(.,-.. ~" 1IfI{fI.l'':'1.i.I:lll1ct:)lltI~ller.TiTinll'I,...",liTI:F.Ti..~'I'.'IIII:J,.'11.llf.l:Pl1{i'.".II=I~l- .. _', ,'.;',"'__ ..'".,..,....., .. .... " .. _ ..", .. ,.., ',_ .....,',.._,.." _<.c_,. .:.'_'.,'_M,..,;,._'/.....,..1'," .'.,_~;r-:'..__;.,'(fif':Iq':r':.~,;..";,",,.... , .'''','''. ~".,;(.,-..; - other third parties the use of the Design Materials to design or build another structure(s} having a substantially similar architectural expression so that an average person would relate the structure(s) to the Project. Design/BUilder and its Design Subcontractors shall, however, be free to use individual features from the Project or combinations"of features in other projects, so long as th.e Design/Builder complies with the first sentence of this paragraph. De~ignlBuilder shall include this provision in its contracts with its Design Subcontractors and provide cOpies'of these igieemenlS to City. 3.4.4. As of the Date of Substantial Completion of the Project,. or in tlie event of termination of the Agreement, Design/Builder shall turn over to City any of the Design Materials referred to above which have not yet been submitted to City. Design/Builder shall submit the Design Materials to City within ten days of the Date of Substantial Completion. or date of termination. In the event of the failure by DJ'Sign/Builder to make such delivery" as provided above, Design/Builder shall pay City any damages City may sustain from the failure. ARTfCLE 4 _ AVAILABILI'rt OF LANDS: PHYSICAL CONDITIONS: REFERENCE POINTS U Availability of Lands: The City shallJuinish; as indicated in the Contract Documents, the lands upon which the Work is to be performed, rights-of-way and,.easements for.access thereto. The DesignlBuilder shall have full responsibility WIth respect to any conditions or .'prQvisions contained in applicable easements relating to the lands upon' which,the'Work .is to be performed. 4.2 Physical Con'tl,il.ions: E 1. EXPL()R.kTI9NS",NDREPORTS: Reference. is made to the SpeciaIConditioIiS'-for;id~rttitibationofthose reports of explor,(,tiMs;antI,tes\S.ofsubsurface conditions at the site that have ~~'llti[i#4.~)';\I!.~,Engineer in preparation (lOIieS,,?lra.cIDocnrnents. The DesignlBuilder may reasonably relynpj*'the:-aci>~CY;9filihechnical data contained;jwsn7Itr~PI'r,ts,.:butnot upon non-technical data, interpretations or ol'ir!iq~~fOn~iIIe!lll!~rei1l or for the completenessther€df'foi.the:.DeSigntBuilder's purposes. Except as indicated in the imriic!llialeiY'.iii\;ciidiilg~entenceand ._, ,_, ," .......:...._,'_._._,' _':..:",': :...._:... ::.. - :": '. . - _, ._... .f:" "', :::-:",_,)",.::~.,.-,/":,.",::.,,,:;"_," in paragraph .4.2.(i_}h"'D~i~l)II!llildershall have full responsibility with respect to sUltsliifas.;::~<i~d.i1i~tis;at ,the site. De,ignlBuildersh~1I not, by vlrtUliof this paragraph, be relieved from exercising ordinafy$IH(j;aiid;~olll~~tence with r6~eC( to reliance upon";the" accuracy of the technical data contained in such reports. ...--~- 4.2.2. EXISTING STRUCTURES: Reference is made to the Special Conditions foridentificati(l~Clf.th(lse drawings of physical conditions in or relating to existing surface and subsurface structures(except'lJnd~~~u.n~Facilities referred to in.p.aragraph 0) Which are at or contiguous to the site that have beenutilizedbytl1eqiuj~~r/~:prePllI'ation of the COl1tra~tDocuments. TIteDesignlBuilder may reasonably rely upon the accura~yofthet\'Chrii91i!'~~la GQrttained in such drawing., but not for .the ~ompleteness thereof for the Design/Builder's purposes. EX""l't~!~in:dic::ated in the immediately preceding sentence and in paragraph 4.2.6, the DesignlBuilder shall have full responsitiilitywith respect to physical conditions in or relating to such.struclures. The DesignlBuilder shall not, by virtue of this paragraph, be relieved from exercising ordinary'skill and competence with respect to reliance. upon the accuracy of the technical data conlained in such drawings. ..\.2.3. REPORT OF DIFFERJNG CONDITIONS: If the DesignlBuilder believes that:. I I 4.2.3.1. Any technical data on which th~ Design/BtJilder is entitled to rely as provided in paragraphs 4.2.1 and 4.2./l is inaccurate; or 4.2.3.2: Any physical condition uncovered or revealed at the site differs materially from that indicaied, reflected or referred to in the Contract Documents, . ..".:, .,..),.,,~!'" ,;....~".,."-.,..," ,....-..,. .,...::.::.'..'.....:'... .. ,'J:"~r.~I~I-:--- :'~-~ "'r",,':"\:"'''':'~;_\-'''_ ..;",:;.. . Page 11 .' . '."<' c', e . e . ' , . , City of Aspen. General Conditions for Part Two of Design/Build Projects , .. 'I' .,'--." Then, the Design/Builder shall promptly, after becoming awarelhereof and before performing any Work in connection therewith (except in an emergency as permitted by paragraph 6.22) notify the City and the Engineer in writing about the inaccuracy or difference. 4.2.4, ENGINEER'S REVIEW: The Engineer will promptly review the pertinent conditions, detem,ine the ncccss:ity of obtaining additional explorations or tests with respect thereto and advise the City ;n writing (with a copy to the Design/Builder) oflile Engineer's findings and ~onclusions. 4,2,), POSSIBLE DOCUMENT CHANGE: If the Engineer concludes that there is a material error in the Contract Doctlme;nts or that because of newly discovered conditions a 'change in the Contract Documents is required, a Change Order:will be issued as provided in Article 10 to reflect and document the consequences of the inaccuracy or difference. 4.2,6. POSSIBLE PRICE AND TIME ADJUSTMENTS: lneach such case, an increase or decrease in the Contract Price at an extension or shortening of the Contract Time~ or any combination thereof, will be allowable to the extent that they are attributable to any such inaccuracy or difference as described in Section 4.2.3, The Design/Builder shall meet and obtain approval rrom the City Engineer or his/her designee prior to implementing any such change in the Work, 4.3 Physical COllditiolls - Ulldergroulld Facilities: . 4.3,1: SHOWN OR INDiCATED: The infon'nationand data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous. to the s~te_.:isbased on informatiOrl and data furnished to the Ciryor the Engineer by the owners of such Underground Facilities or- by others. Unless it is otherwis-e expressly provided in the Special Conditions: 4.3.1.1. The City and the Engineer shall not be responsil1le:forthe accuracy or completeness of any such information or data; and, 4.3.1.2, The Design/Builder shall have full responsibilityrordetennining the existence of all Underground Facilities, for reviewing and checking ,and. potholingfor'.all,such infonnation and data, for locating alt Underground Facilities shown or indic:ated in the COntract-:'l)ocuments, for coordination of the Work with'the owners of such Underground Faci,lities during construction;Jorthe safety and protection thereof as provided in paragraph 6,20 and for repairing any damagetlieiet,'-resUltirigrrolllthe Work, the cost of all of which will be considered as having been included in the Contract Price: .U.2, NOT SHOWN OR INDICATED: Ifan Underground Facility is uncovered or revealed at or contiguous to the sit< Which was not shown or indicated in the Contrac(Documents ,,!,d ",hichDesign/Builder could not reasonably have been expected to be aware of, Design/BUilder shall, protnptIy afterbe<;olllingaware thereof and before perfonning any \\'ork affected thereby (except in an emergency as penriitled by paragraph 6.17,1), identify the owner of such lind~rground Facility and give written notice thereof to that owner aild to the City and the Engineer, The Engineer will promptly review the Underground Facility to detennine the, extent to which the Contract Documents should be modified to reflect and document the consequences of the existence of the Underground Facility, and the Contract Documents will be amended or supplemented to the extent necessary. During such time, Design/Builder shall be responsible for the safety and protection of such Underground Facility as provided in paragraph 6.16.1. The Design/Builder shall be allowed an increase in tl>e Contract Price or an extension of the Contract Time, or both, to the extent that they are attributable to the existence lof any Underground Facility that was not shown or indicated in the Contract Documents and of which the DesigritBuilder could not reasonably have been expected to be aware of such . , ! " l'nd.rground Facility and subject to acceptance and approval by the Engineer. 4.4 Referellce PoilllS: 4.4. . The City shall provide engineering sUlveys to establish reference points for construction which in the Engineer's judgment are necessary to enable Design/Builder to proceed with the Work. Design/Builder shall be , _>_'r.':.;jirl.,,'&'6:'i.;;;.-;;..-,"~; '."Iil>.. ," ' ",," \,-',i,-,,-,ki".';'; ,1';;'-'_"""'" ,;__"",:..;,:)"~lrji1>-i'iA,,:,;,;. .]:"Brj~(.T_:f;(~T=--~_ ,.., ,."0',',' ;',.,-.". -<i:'~"-''''''''''''''''''''' -'Y',- -,,",,',,; '. ''.' ~'::i' ~ ';";-' e . e . City of Aspen. General Conditions for Part Two of DesignlBuild Projects ....',.'.-';';'1: responsible for laying out the Work (unless otherwise specified in the General Requirements), shall protect and preserve the established reference points and shall make no changes or re.locations without the prior wriucn approval of the City. The Design/Builder shall report to the Engineer whenever any reference point is lost or destroyed or requires relocat.ion because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points by a Registered Professional Land Surveyor Licensed in the State of Colorado. 4.5 Protection allt! Res/oratioll of Properly aud La/tllsCllpe: 4.5.1. The Design/Builder shall be responsible for the preservation of all public and private property and shall protect carefully from disturbance or damage all land and property and shall protect carefully ITom disturbance or damage all land and monuments and property marks until the Engineer has witn~ssed or otherwise referenced their location and shall not remove them until directed. 4.5.~. The Design/Builder shall be resPR~~ibl&/or aU damage or injury to property of any character, during thet prosecution of tile Wo~k, resulting from~n~~~ omission, n~glect, or m.isconduct !n.l~is manner or method of executing the Work, or at any tIme due to defectIve Work or matenals, and said responSIbility shall not be released until the project shall have been completed and accepted. 4.5~. ~n or where any direct or indirect damage or .injury is done to public or private property by or on account of ~ ~~~~mission. neglect. or misconduct by the DesignIBuilder in the execution of the Work, or in consequence of the ld\ . non-execution thereof by the DesignIBuilder. he shall restore, at his own expense, such propertY to a condition similar" or equal to that existing before such damage or injury was-done, by repairing, rebuilding, or otherwise restoring as may be directed, or he shall make good such damage or injury in an acceptable manner. 4.5.~. State Highway 82 and the streets within the corporate limits of the City of Aspen are viewed by the City as a community asset which enhances the tourism industry. The City, therefore, desires to save all vegetation and other environmental feattires except for thos'e which have been specifically identified -for.removal in the Contract Documents. 4.5.5. Materials storage, equipment parking, vehicle parking and stockpiling excavated materials shall be allowed only in those areas designated by the Engineer. .1.5.6. Specific areas of vegetation and other environmental features to be protected shall be staked, fenced. or (l[hef\~.ise marked in the fieldby.the Engineer. However, the 'fact that areas of vegetation and other environmental f~=HllreSare -nof fuarkedsh:al1 not necessarily mean that those items are expendable~:-The-DesignfBuilder shall perfoml JlI his 'activities in such a mannerthat the least environmental damage shall result. Any questionable areas or items shall be brought to the attention of the Engineer for approval prior to removal or any damage activity. Damage or de;rrtJclion of unmarked trees or shrubs which could reasonably have been saved shall therefore be subject to the pw\:isions these General Conditions. .1.5.7., If the fence, staking or marking is knocked down or destroyed by the Design/Builder, the Architect shall suspend the \\fork in whole or in part, until the fence or other protection is repaired to the Engineer's satisfaction at the Design/Builder's expense. Time lost due to such suspension shall not be considered a basis for adjustment of Contract Time or for compensation to the DesignIBuilder. ~.5.S. If the DesignlBuilder disturbs any of the landscape not called for removal, he/she shall restore those areas as directed at the Desig[1/Builder's expense. ,. I ~.,.9. The City may req!rire that the DesignlBuilder replant an area that is damaged. The Work shall be done as directed by the Engi1leer. If the DesignlBuilder is deemed to be responsible, then the replanting shall be done by the DesigllfBuilder at hislher expense. If the City is responsible, the costs will be reimbursed on a minor contract revisions e..1CR) basis unless existing cost proposal covers the Work. ~.,.1 O. With respect to replacement of trees and shrubs that have been damaged or destroyed, the following conditions ,hall apply: "".'...; ..:_,-_i~<.. .-.-.,'i,'", :'-f.i,~:'",iI~' C',..','" :.".:":..,,,:,"',".:':.'''.:,,,.' ~~.~,:~~~.r.(.'~:1=~[~IIC. ""C,..",,"'."':"" .t,',". ..;j. e . . .' City of Aspen - General Conditions for Part Two of Design/Build Projects" ' l - - -, .""'" 4:5.10.1. Trees or shrubs of replaceable size shall be replaced by the Design/Builder at his/her expense, If he/she fails to do so within a reasonable length of time as detennined by the Engineer and prior to lhe end of the contract time, the replacement value of the trees or shrubs will be deducted from any money due to the Design/Builder. These values shall be based upon averages derived from current prices of nurseries growing the plants, plus the cost for planting and a guarantee for the fi.rst growing season. 4.5.10.2. When trees or shrubs beyond replaceable size have been damaged or destroyed, the value of such trees or shrubs shall be calculated as per square yard of surface area measured at the ground level. 4.5.10.3. Any deduction assessed as liquidated damages under this section shall not relieve the Design/Builder from liability for any damages or costs resulting from delays to the City, Inlveling public or other Design/Builders. 4.6 Hazardolls Materials -1.6,1_ Prior to coml11encement of any Work and as a condition precedent to paymentby the ,City of any costs for it, dle DesigniBuHder shall ',at no additional cost to the City conduct tests the Desigt1/Builder deems necessary to deternline the existence of Hazardous Materials by appropriately licensed Subconlnlctorsor entities. The City shall reimburse the DesignlBuilder for the invoice costs of the tests, only in the event that the DesignlBuilder furnishes the City with certified test data and results which confmn the existence of Hazardous Materials. -1_6_1. If Hazardpll~)l'laterials are discovered on or under real property which is owned by the City before the date of SubSlantial Completion, ajrd Acceptance in accordance with Article 14 herein, which property is within the Project right.of-way, theCity(:shaIl, upon the request of the DesigniBuilder, and at the City's sol';:cost and expense, cause any such Hazardous Ma:tetialsto be encapsulated, treated or removed from such real prop,ertyand transported for final disposal in accordl.l!1~e?i(ith all Laws and Regulations, and shall cause such real property toberestore~ to its condition exisrin~ prior to_:su~:h,:r~Iri9val(except for the absence of Hazardous Materials), including,::to ~,~ext~nt required, any grading and reinfcit",,[i\~nt:neressary to restore the weight-bearing capacity of such reakeroperty, prior to such:event. The City shall remove'the1'l:azardous Materials and restore the real property in such a maimer as not to interfere with the Design/Builde~sco~struciion or operation of the Project. ," . -163, If Hazard()lIs,M,aterialure present on or under the Project right-of-way as a restilfof ndischarge,dum in D-.Dc.Jhd c'r ;pilling on the Project right-of-way duringthe tenn of the Conlnlct by aft) ~!U1}, includin thenes.ignlBuilder,oiher~'+h iL ;\un an,agenCY of the executive branch of State or Federal Government, the Design/Buildershall at the Design/Builder's t.o"--\-,,,,_cl ~Qle cost and exp:nse:~,'cause any such Hazardous Materials to be encapsulated, treated or removed from ,'the Project -i-o ?L"Si~~' right-of-way and.'n:ansported for fmal disposal in accordance with all applicable Laws and' Regulations,andshall cause a,t-V-- \Cl.er dle Project right-()f""'.~Y ,to be restored to its condition existing prior to such removal (eXcept. for the, absence of the Hazardous Materials):,incliiding, to the extent required, any grading and reinforcement necessary to restore the weight- f\R. bearing capacity of the Project tight-of-way prior to such event. "3'- ~_6,-I_ The City shall not be responsible for the cost of and the removal or clean-up of Hazardous Materials found in 'n~, materials broughttothe Project Site, after the Project Site is turned over to the DesigniBuilder. ~.6.5_ 111e DesigniBuilder shall provide the Engineer with a written certification each time materials or equipment is brought onto the Work site that such materials or equipment do not contain Hazardous Materials. ..U5.0. TIll.- Dl,;.::';bIl/Duadtl aud tll'-' C;t) ::.llall \..ouu}Jl.-lat\..o n:th. Gadl 6thcr in the pr8JeeUHOfl 6f any elaimagaiftJt er () j.?f~Ase sf aft)' elaims maele l:Jy thinl J3B:rties iR eSRfleetisA "I.-iUt H~n;ta1::l5 ~1atgrials present an ths Pr9jg~t rig~t gf "'ay q~ cf eSRti;H81:15 J3f8f3eFtiss e"'sEl sr ESRtrgll-ed. l1y t~'i:' (,i~f (;.. . c,.',,, ';i~,;,,,,~";::ii':"; !'c/";': . . DBZ-971.dOc -' Page 14 ' 0 :" . ;::.- - , . . "!l"":')?ti,:\f}!:''i:::t'T e . . ,,--', - City of Aspen. General Conditions for Part Two of Desig IBuild Projects . I ; ~ 4.7 IJesicu/Blli/ller Represelllatiolls By executing the Contract, the Design/Builder represents that he/she has visited the site, familiarized him/herself with the local conditions under which the Work is 10 be perfomlcd (inclu"ding weather conditions which can be expected), and correlated his observations with the requirements of the Contract Documents. ARTICLE 5 - BONDS, INDEMNIFICATION AND INSURANCE 5. I Performance, Payment. alld Maintenance Bonds: 5.1.1. Design/Builder shall furnish performance, payment, and maintenance Bonds, each in an amount specified in the Special Conditions as security for the faithful performance and payment of all the Design/Builder's obligations under the Contrnct Documents. These Bonds shall remain in.effect until the job is advertised and closed except for the Maintenance Bond which shall 'remain in full force and effec~forTwo Yea~S' from the date of project closure.. except as otherwise provided by the Contrnct Documents. The DesignfBuilder shall also furnish such other Bonds as are required by' the. Special Conditions. All Bonds shall be in the forms pfC$cribed by Law or Regulation or by the Contract Documents and be executed by such sureties as are mimed in the current list .of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, lJ,s,Tre\lSury Department 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 Bond furnished by DesignlBuilderis declared a bankrupt or becomes insolvent or its right (0 do business is term mated in any state or it ceases to meet the requirements of paragraph 5.1, Design/Builder shall within five days thereafter substitute another Bond and Surety; both of which must be acceptable to the City. . 5.2 III(felllllificatioll: TIle Design/Builder agrees to mdemnify and hold hannless',:the,c:ity~ ,its officers, employees, ,insurers, andself-msurance pool. from and against all liability, clalms, and demands:~~';_oI1J'~w~ount of injury, loss, or damage, including:. without limitalion claims arising from bodily injury, personal injury; sickness, disease, death; property loss or damage, or any l..'1therloss of any kind whatsoever, which arise outo[or__iirejn~anY.JT1annerconnectedwith this contract, to the extent Ib:u 5ugl injury, loss, or damage is caused in whole or inpart>by~ or'_isc1aimed to becaused in whole or in part by, the f\~c~~frlission, error, professional error, mistake, negligence, or other fault of the DesignIBuilder, any Subcontractor of [he D~signlBuilder. or any office"r, employee, representqtive,or agent of the Design/Builder or of any Subcontractor of [he Design/Builder, or which arises out of any workme,[I;s"(:::9~pensation c1aiIn ,:of any employee of the DesignlBuilder ~I~ or of any .employee of any Subcontrnctor {)f the DesigrifBuilde~' !he DesignlBuilder agrees to investigate, handle, '1 respon~ to, and provide defense for and defend agains~ any such liability, claims or demand~ at}!l~J.q!,'ilxpense of the De5lgnIBuilder, or at the option of the City, agrees to pay the City or reimburse the City for \t?'<i\Oefe'iiSe costs incurred b,' the City in connection with, any such liability, claims, or dema~,\ The DesignlBuilder also agrees to bear all other r~~a- expenses related- thereto, including court costs an~~ey Fees, whether or not any such liability, claims, or deman~s alleged are groundless, false, or fraudulent. If it is determined by the final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or in part by the ac~ omission, or other fault of the City. its officers, or its employees, the City shall reimburse the DesignIBililder for the portion of the judgment ~ruibutable to such act, omission, or other fault of the City, its officers, or employees. S.3 De,sign/Builder's Insurance: 5.3.1. The DesignlBuilder agrees to procure and maintain, at its own expense, a policy or policies of insurance suffiCient to insure against all liability, claims, demands, ando!her obligations assumed by the DesignlBuilder pursuant to Section 5.2 above. Such insurance shall be in addition.to any other insurance requirements imposed by this contrnct or by law. 1]1e DesignlBuilder shall not be relieved of any liability, claims, demands, or other obligations assumed D82.971.doc . Page 15 . . '.' . " '. ';'. ,.1".." ":",..'.-,...... , ,:-,,~"' . e e e City of Aspen" General Conditions for Part Two of Design/Build Projecls pursuant to Section 5.2 above by reason of its failure to procUre or maintain insutahcc;or by reason of its failure to procure or maintain insur.ancc in sufficient amounts, duration, or types. 5.3.1. Design/Builder shall procure and maintain, and shall cause any Subcontractor of the Design/Builder to procure and maintain, the minimum insurance coverages listed in the Supplemental Conditions. If the Supp.lcll1cnlaJ Conditions do 1101 set forth minimum insurance coverage, then the minimum coverage shall be,as set forth below. Such coverage shall be procured and maintained with fomls and insurance acceptable to City. All coverage shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Design/Builder pursuant to Section 5.2 above. In the case of any claims-made policy, the necessary retroactive dat.es and extended reporting periods shall be procured to maintain such continuous coverage. 5.3.2.1. Workmen's Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the perfonnance of work under this contract, and Employers' 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 status may be substituted for the Workmen's Compensation requirements of this paragraph. 5.3.2.2. Commercial General Liability insurance with minimum combined single limits of ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad fonn property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent DesignlBuilders, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision. 5.3.2.3. Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($"1,000,000.00) each occurrence and ONE MILLION DOLLARS ($1,000,000.00) aggregate with respecl to each Design/Builder's owned, hired and non-owned vehicles assigned to or used in perfonnance of the services. The policy shall contain a severability of interests provision. If the DesignlBuilder has no owned automobiles, the requirements of this Section 5A.2.J.shall be met by each employee of the DesignlBuilder providing services to the City under lhis contract. v-.t~~ -fu {Y\~n-hc ' ,\-,.e. \"e";,,\,, \ 1S"",\~""'i6"'<D..\~<:'E? ~ ~e..,\ ('\ I)>rer;:es~ i~aJ g HIl-GIeN. In 5.2.2.4. Professional Liability Insurance witl1 mini~m limits of not less than'" Fl"I; IrlR'JDRCD . THOUSAND DOLLAI'~ (<<OQ,gge.ee) each claim and in th.aa~)i~ate.\'\->.~e~\~ \'(,w..~'I~v'~f t- \ ,"""""'t~~~~~'~L'~\t'~'\...u.:,\v~. CUo~ "- w ,I 5.3.3. Except for any Professional Liability insurance thaCmayoe requrred,.tf1e p"OTiCy or p'olicies required aoove QD shaH be endorsed to include the City of Aspen and the City of Aspen's officers and employees as additional insureds. l'-. Every policy required above shaH 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 conrributory insurance 10 that provided by DesignlBuilder. No additional insured endorsement to the policy required above shaH contain any exclusion for' bodily injury or property damage arising from completed operations. The DesignlBuilder shaH be solely responsible for any deductible losses under any policy required above. 5.3..1. The certificate of insurance provided by lhe City of Aspen shall be completed by the Design/Builder's insurance agent as evidence that policies providing the required coverage, conditions, and minimum limits are in full force and effecl, and shall be reviewed and approved by the City of Aspen prior 10 commencement of the contratt. No other form of certificate shall be used. The certificate shall identify this contract and shall provide that the t;overage atlordedunder lhe policies shall not be canceled, lenninated or materiaHy changed until at leastlhirtv (';01 dav:;. prior \\Tinen notice has been given to the City of Aspen. 5.3.5. In addition, these Certificates of Insurance shall contain the following clauses: - '. . . \ D82-971.doc ". Pagel6' ',.,,', ':. ..', ,,:,:, , I - e e iC.'"' ,,-, >;;ii'";\'6iI.i.,,, . City/of Aspen. General Conditions for Part Two Of Design/Build Projects . I ':'i~:,'("-,I.Y)/." :::::1'>.-::' Underwriters and issuers shall have no right of recovery or subrbgation against the City of Aspen, it beir~g the intention of the parties that the .insurance policies so effected sha,1I protect all parties and be. primary coverage for any and all losses covered by the above-described insurance. To the extent that the City's insurer(s) may becon:-e liable for secondary or excess coverage. the City's underwriters and insurers shall have no right of recaYe'ry or subrogation against the Design/Builder. The insurance companies issuing the policy or policies shall have no recourse against the City of Aspen for payment of any premiums or for assessments under any fonn of policy. Any and all deductibles in the above-described insurance policies shall be assumed by and be for the amount of, and at the sole risk of the ProposeL Location of operations shall be: "All operations and locations at which work in connection with the referenced project ls:'done." Certificates of Insurance for all renewal policies shall be delivered to the City at least fifteen (15) days. prior to a policy's expiration date except for any policy expiring on the expiration date of this agreement or thereafter. 5.3.6. Failure on the part of the DesignIBuilder to procure or majntain 'policies providing the required coverage, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately teoninate this contrac~ or at its discretion City may procure or renew any such policy or any extended reporting period thereto andmay-pay.any and all premiums in connection therewith. All moneys so paid by City shall be repaid by Design/Builder. to City upon demand, or City may offset the cost of .lhe premiums. against. moneys due to Dcsign/Builder from City. 5.3.7. City reserves the right to request and receive a certified copy of any policy and any endorsement thereto. 5.4 City's Liability Insurance: 5.4.1. The parties hereto understand that the City is a member ofthe,.{;olorado Intergovernmental Risk Sharing Agency. (CIRSA) and as such participates in the CIRSA Property(casti~iiY)1ool.{;opies of the CIRSA policies and manual are kept at the City of Aspen Finance Depar1ment and areavail~61e:toDesign/Iluilderforinspection during noonal business hours. City makes no representations whatsoever wiih respect to speCific coverage offered by URSA. CilY shall provide Design/Builderr.easonable notice of any changes in its membership.orparticipation.inCIRSA. 5A.l. The parties hereto further. understand, and agree that City is relying on, and does not waiveprintend to waive by any provision of this contrac~ the monetary limitations or anyotherrights; immunities, and protections provided by the Colorado Go"ernmentallrnmunity Ac~ Section 24-10-101 el seq., G.R.S., as frOln timetotinle amended, or otherwise available t~ City, its officers, or its employees.-Further, nothing in the ContractDoctimimtsshallbe construed or interpreted to require or provide for indemnification of the Design!l\uilder BY th&-€ity for any injury t~ any persnnor any property damage whatsoever which- is caused by the negligence-or--other misconduct of City or its agents or employees. ARTICLE 6 - DESIGNIBUlLDER'S RESPONSIBILITIES 6./ General ~espolls;bili'ies: 6.1.1. Design services required by the Part 2 Agreement shall be perfonned by qualified architects and other design professionals. The contractual obligations of such professional persons or entities are undertaken and perfonned. in the interest of the Design/Builder. The agreements between Design/Builder and the persons or entities identified in the Part 2 Agreement, and any subsequent modifications, shall be in writing; These .. agreements, fncllldifig fmancial arrangements with respect to this Projec~ shall be promptly and fully disclosed to the City. ""..,: ..,><,~<,.:.-r. .f... ~~~~~r~~(~.~.:": ;:,:'.' po.<. .~. '~'~?:'y,.; '-''':-'.',,)'' i . . e - .flllIll.,:,,,.,.I=l,1[]l. q;.jII;.j1:;11 tr.r.T.nU.IU.....r.TiII ::Jill. .1~ll...II.J;J...'I.IfIJ :ffilr.I..ltJI:.l":t- ,.~ ":!"';"'.:.~;'';. :,,,j:.~ ;~ ",::"-"-,\,,:-;-"('},,;:";;,,-,,,, I 6.1.2. The Design/Builder covenants and warrants that it shall be responsible for performing the Work, and that it shall do or calise to be done the Work and services as required in the Contract Documents and any additional. collateral, and incidental Work and services as may be necessary in order to complete the Project in accordance with the requirements of the Contract Documents, shall be responsible for providing completed Work which meets the results required by the Contract Documents, and'shall achieveJiub~fantia~ompleliol1 (IQOo~ sf tRg \\fade) by the Cont~ct Time. The Design/Builder shall be responsible to City f&t\~~~nd omissions of the Design/Builder's employee~, subcontractors and their agents and employees, and other persons, including Architect and other design professionals, performing any portion of the Design/Builder's obligations under the Part 2 Agreement. ~~ 6.1.3. Construction services shall be perfanned in accordance with those professional standards listed in the Special Conditions for quality and scope and shall be perfonned by the entities and pcrs.ons, Subcontractors and specific personnel identified in the Design/Buildds Proposal in accordance with their respective degrees of participation provided and represented to City. Other construction services shall be performed by qualified construction Subcontractors and Suppliers, selected and paid by the Design/Builder. Nothing contained in the Contract Documents shall be construed to create any obligation or contractual liability running from the City to any of these persons or entities. 6.2 Sup~rvisioll ancl Superintendence: 6.2.1. The DesignlBuilder shall supervise and direct the Work competently and efficiently devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. The DesignlBuilder shall be solely responsibie Jor the means, methods, techniques, sequences and procedures of construction. The DesignlBuilder shall he responsible to see that the finished Work complies accurately \vith the Contract DocuinenlS. 6.2.2. The DesignlBuilder shall keep on the Work at all times during its progress a competent resident superintendent, who shall not be replaced without written notice to the City and the Engineer except under exrraordinary circuI11stances. The superintendent will be the DesignIB4ilder's representative at the site and shall have authority to act on behalf of the DesignlBuilder. All communications given to the superintendent shall be as binding as . if given to the DesignlBuilder. . 6.3 Labor, Materials and Equipment: 6.3.1. The DesignlBuilder shall provide competent, suitably qualified personnel to survey and layout the Work and pe-rfoml construction as required by the Contract Documents. The Design/Builder shall at all times maintain good discipline and order at the site. Except in connection with the safety or protection of persons or the wor.k or property at the site or adjacent thereto, and except as otherwise indicated in the Contract Documents, all Work at the site shall be perfornled during regular working hours, and the DesignlBuilder will not permit overtime work .or the performance of Work on Saturday, Sunday or any legal holiday without the City's written consent given after prior written notice to the Engineer. 6.3.2. Unless otherwise specified in the Specific Conditions or Specific Provisions, the DesignlBuilder shall furnish and assume full responsibility for all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities and all . other facilities and incidentals necessary for the furnishing, performance, testing, start-up and completion of the Work. 6.3.3. All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Documents. If required by the Engineer, the DesignlBuilder shall furnish satisfa~tory evidence (including reports of required tests) as to the kind and quality of materials and equipment. All materials and equipment shall be applied, installed, con~ected. erected, used, cleaned and conditioned in accordartce with the instructions -of the applicable Supplier except as otherwise provided in the Contract Documents: but no provision of any such instructions will be eft'ective to assign to the Engineer, or any of the Engineer'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 underUlke responsibility contrary to the provisions of paragraph 9.10.1. or 9.10.2. ,-:! . . e .lI City of Aspen. General Conditions for Part Two of Design/Build Projecls -:... ._':'1"'1:~=: :"t<,'~'... i," 6.4. .\'Ul';CCS and Respollsibilities. 6.4.1. Design services required by the Part 2 Agreement shall be perfonned by qualified architects find other design profcssional~. The contractual obligations of such professional persons or entities are undertaken and perfonned in the inten~sts or the Design/Builder. 6.4.2. The agreements between the Design/Builder and the persons or entities in the Part 2 Agreement, and any subsequent modifications, shall be in writing. These agreements, including financial arrangements wilh respect to the Project, shall be promptly and fully disclosed 10 the City upon request. . (\f1).1 i '\.eJ 6.4.3. The Design/Builder shall be responsible to the City foulllc& and omissions of the Design/Build"r's employees, rf subcontractors and their agents and employees, and other persons, including the Architect and other design 1'" professionals, performing any portion of the Design/Builder's obligations under the Part 2 Agreement. 6.5. Reserved. 6.7. Work Schedule: 6.7.1. The Design/Builder shall submit to the Engineer for acceptance such schedule of work progress reports, estimates, records, and other data as the City may require concerning work perfonned or to be performed. 6.7.2. Prior 10 beginnUig of Work and or before the Pre-construction Conference, the DesigniBuiTdershall submit schedules showing Iheorder in which he/she proposed to carry on the Work, induding dates at which he/she will start rhe various parts of the Workj estimated date of completion of each part. 6.8 Substitutes of"or-equal"ltems: 6.8.1. Whenever materialSore<juipment are specified or.described in the Contract Documents 11~,'fs)ngilie name of a proprietary item or ilie. name of a particular Supplier ilie naming of the item is intended to es~bli$h:Jl1eiype,function and quality required. Un!~ssilie name is followed by words indicating that no substitution is pem\itled"materials or equipment of other Su. pp.!iers' may . be accepted by the engineer if sufficient informatioll jssiJbmitlect. by the '-:,'.". '..-,C.:,: ,..' , . . , ".'- ".:-":, ,,', . ,," Design/Builder to allowth:e"~r~iri:~er,to.determine that the material or eqQipment proposed is eqQiYi\J~~t:,~,i:e~,llal to that named. TI~e Enginf:,e~ will)n.~14~~Jh~'fo~I,f?wjng as supplemented in ~he General Requirements.. R"~q~'~~__~~"f~~::reyiew of subsriMe items of malerial and'equipment will not .be accepted by the Engineer rrom anyone oilier-ihan . the DC'$ign'Builder. If the Design/Builder wishes to furnish or 'use a substitute item of materiaL :b( eq!.]ipmenti the Design/Builder shaH make written application to the Engineer for acceptance thereof, certifying:th,~t:,:tl1eproposed substitute will perform ad~quately ilie functions and achieve ilie results called for by the generald~sign,~~similar and of equal substante to iliat sPeclfi~<:I and. be suited to ilie same use as that specified. Th.e applicaliqll..~.in;stlit~iliat ilie evaluation and acceptance ofilie proposed substitute will not prejudice ilie Design/Builder's achievernprtofSubstantial Completion on time, wheilier or not acceptance of the substitule for use in the Work will require aC~aI)l\~.in'any of ilie Conrract Documents (or in ilie provisions of any other direct contract with the City for work on the'Projit) to' adapt ilie design to the proposed substitute'and' whether or not incorporation or use of the substitute in conn'e~tiori with the Work is subjeclto payment of any license fee or royalty. All variations of the proposed substitute rrom that specified will be idemified in the application and available maintenance, repair and replacement service will beindi~ted. The application will also contain an itemized estimate of all costs that will result directly or indirectly rrom aCceptance of such substitute, including costs of redesign and claims of other Design/Builders affected by the resulting change, all of which shall be considered by Architect in evaluating the proposed substitute. The Engineer may require ilie D6ign/Builder to furnish at DesignIBuilder'sexpense additional data about the proposed substitute. I 6.8.2. If a specific means, meiliod, technique, sequence or procedure of construction is indicated io or required by tile Contract Documents, ilie Oesign/Bllilder may furnish or utilize a substitute m.eans, method, seque.~ce', technique or procedure of construction acceptable to ilie Engineer. The procedure for review by the Engineer'shan be similar to iliat provided in paragraph 6.8.1. j .. _ll:J".a,}'j(iCI".&" -:l:I~{~~~_1 ':":,<,, ''-'r''c'''~':';-.-''':'' '"Ct:' , ., .J . e e .....,...... 'I"'" "~I' .'i'"'''~''''' , City of Aspen. General Conditions for Part Two of Design/Build Projects . . . i:i;/,',:'r. . ;,:-,.;, -;'I':C~, \~:~~~,~:'!l,."i'1S~'r(!..H:~;.!' ~\!:::yr't~~iji~r: ,;'c,..",:,.,r- .,.-J.l'~1~m0~~tj'~'~'~"/'~'" .", ~ :~'~~~:Z7Y~m~'1~'~r:;f"( :.,..)'.:,' 6~8,J. The Engineer will be allowed a reasonable time.wi!~i.ij.l"rich .to evaluate each proposed substitute:Thc Engincer;witl be tl.le sole judge of acceptability, and no substitute' will be ordered, installed or utilized without 'the Engineer's prior written acceptance which will be evidenced by an approved Shop Drawing. The City may require the Desigl~f.Elll,i:lder..to furnish at the Design/BuiMer's expense aspecial perfonnance guarantee or other surety with :respect tOu3ny"subsJitute, The Engineer will record-time required_ bythe__E.ngin~~candthe ,Engineer's consultants in 'evalUating substitutions proposed by the Design/Builder and in making changes in the Contract Documents occasioned thereby. Whether or not the Engineer accepts a proposed substitute, the Design/Builder shall reimburse the City for the charges of the Engineer and the Engineer's consultants for evaluating each proposed substitute. 6.9 Subcolltractors, Suppliers lmd Others: 6.9.1. The Design/Builder shall not employ any Subcontractor, Supplier or other person or organization (including those acceptable to the City and the Engineer as indicated.. in paragraph 6.9.2), whether initially or as a substitute, against whom the City or the Engineer may have reasonable obj~ction. 6.9.2. (f:theSpecial Conditions require the identity ofcer,t'iinSuJ>contractors, Suppliers or other persons or organizatillQsincluding those who are tofumish the principalifums:oflI1aterialsand equipment to be submitted to the CitYirracji,~~ce.of the specified date priOr to the Effectivepal":~f;)'t~,Agreement for acceptance by the City and the Enginee~.aft'd\fthe Design/Builder has sublI1itted a list thereOf.~~~rdance with the Special Conditions, the City's or the Engil1~~r~sacceptance (either in writing or by failingto~i'!<f~ritt~n objection thereto by the date indicated for acceptance";or .objection in the bidding documents or the Contract.,pi>cuments) of any such Subcontractor, Supplier or o~h~r.pe~<?rior_.(;)('ganization so identified,-mCiY be re.vokedo~',~:~t~,~;>o~rFo~able.objection after due investigation, iif\Yliich,I~asell1e Design/Builder shall submit an accepfuble.c",~~1!lWlfitheCojjrract Price will be increased by the differepc~:"iiWl1e cost occasioned by such substitution and ll\1,llpOC9p"qate Written Notice. of Amendment signed. No , -accep.tan.Sy;;;.bf.Jhe City or the Engineer.of."any, ,such sul?cO?~P.~Rf~:+,~.u.pplier. or other person or organization shall constitutellwaiyer of any right of the City or the Engineerto.rej<iCi;p~fective Work. , . ",>- " 6.9.3. ,f!jeDesign/Builder shall be fully responsibletot4e:<;i.tY'lii>d,fue Engineer for all acts and omissions of the SubcoQtTll~!ors;SlJPpliers and other persons,~nd organizatiotiSi~i;t'gifuiiigor funtishing any of the Work underactirect ."'-'- ':',.',:""~'C"":'_:":' "',,' - , ' ,,:,,' ",,' " ',' ,', ,:,>':__:-><'~'_:",','~'.'".o-'"/."':',,.>',:::, ';',' --:',' ' orlndirecf'(~o~tract with Design/Builder just as DesignIBtiil~er;!.iS!:respOnsib(e for DesignlBuilde~s own acts aJ)d omissioRs<:NRthingin the Contract Documents shall cre,aI<\:A9i}F?~tJ:a.ctua( relationship between the City or the Engin~et!al).~ri\nysuch Subcontractor,Supplleror other persoI!.9f:P.ti,a.ri?atio~, nor shall it create any obligation on the partof:t~e!"(iy:orthe Engineer to payor to see to thepa>",,~Li~~~:w?rieysd~e any such Subcontractor, Supplier or odle~ pers9~"',oF.organization except ~ ~~ay'otherwise,be req~~~:?r:~~~ws:andRegulations. , , '~', ' 6.9A. Thedivisions.and sections of the Specific3tionsandthK}dentifications of any Drawings shall not controlthe Design/Builder in dividing the Work among Subcontractors or Suppliers or delineating the Work to be perfonned by any specifi~.'inlde. . , ':" . "~':'",',,,-,/< '.' ,:"-,,,:'.,,,", 6.9.5.A\IWo[k perfonned for DesignlBuilder by a sUbcOiliIj(ctorwill be pursuant to an appropriate agre..ement betweenth~DesignlBuilder aild the Subcontractor which~pe<:iij$.UY,binds the Subcontractor to the Applicabletenns and co,nditi'~ris bfthe C~ntract Documents for the benefit ofthe':d,ity:~arid'the Engineer and contain waiver provisions as required by Section 5.3. The DesignlBuilder shall pay each'e,Subcontractor a just share of any insurance moneys received by the Design/Builder on account oflosses. 6./0 Subcolllracting and Percentage oj Work Awarded to Subcontractor(s): I 6. i 0.1. The DesignlBuilder may utilize the services of specialty Subcontra~tb;" on those partsof the \Vork,which under normal contracting practices, are performed by specialty Subcontractors. I 6.10.2. The DesignlBuilder shall not award Work to Subcontracior(s), in excess of forty niuo percent (49%) of the Contract Price. This condition shall bea minimum standard fora qualified Prime DesignlBuildor to perfonn within the City ri~hts of ways. - .:,\'". -: i~, .! --'- :: ':~'J:j,~t~~~:~:i~~~n~:'i:': -,'j'<;,<,:,;",: ,', :<~" " ':':: :. ;: ',:,;l' '::~:':~T' ~:"Y;"n:::.~~;'~'~:H~;~F'r:i~J:::I)~,'I,"::~"?:'1rt,?';5~H::i?:r ~.,:>:~\:~:,::,,- : '::.:. . ';" '.' .' "::'~',"~':'\'i~':~1:'i'>"~='j .i,',:'~'?'::i<r". ...~~ -. e e '. ' . _ " " ' , :-.,'...., , ',' ,', _ , " ,_' . , "" .._,',:',_'1 ,".~_:.o"I.:.;\~>,,,,i;."';;, ':':. j;-, '. ""'~""~r,,,,,,,,,.,..,,.,''';''';t?>;~~~:l~~~~:~;:~q~,~"~~',~~~:~:."'~:F.r.!"~:~:',~~I.",:1.1!1.~rl;~~I."':!~~~::';'''''''''''k'r0?'~lfr!''"" .,.. ...,1" 6. / / Pateut Fees autl Royallies: 111e Design/Builder shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of allY invention, design, process, product or device which is.the subject of patent rights or copyrights held by others. Design/Builder shall indemnifY and hold harmless the City and the Engineer and anyone directly or indirectly employed by either of them from and against all claims, damages, losses and expenses (including attomey's fees and c~urt..coslS) arisirig out of any infringement of patent rights or copyrights incident to the use in the,perfon11anCe of the Work or resulting from the product or device not specified in the Contract Documents, and shall defend all such claims in connection with any alleged infringement of such rights. 6./2 Permits: Unless otherwise provided in the Special Conditions, the DesignfBuilder shall obtain and pay for all construction pennits and licenses. The City shall assist the Design/Builder, when necessary, in obtaining such.pennits and licenses. The Design/Builder shall pay all governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable at the time of opening of Biils on the Effective Date of the Contract. The DesignfBuilder shall pay all charges ofutility'o~ners for connections to the Work, and the City shall pay all charges' of such utility owners for capital costs related thereto such as plant inve'bnent fees. 6./3 Laws anti Regulations: 6.13.1. the DesignfBuilder shall give all notiees.and comply with all Laws and Regulations applicable to furnishing and performance of the Work. Except where"oiFieiWiSe"expressly required by applicable Laws'a(1dRegulations, neither the. City nor the Engineer shall be responsible 'for monitoring the DesignfBuilder's compliance with any Laws or Rc;g.ulations. 6.13.2. If the DesignlBuilder observes .that the Specitications or Drawings are at variance with any Laws or Regulations, the DesignfBuilder shall give' the Engirieer prompt written notice thereof, andany.n~cessary changes will be authorized by oneof.the methods indicated iriparagraph 3.4. If the DesignfBuilder perfortjls,a(1Y Work knowing or h3\"ing reason tolenow that it is contrarY to Laws or Regulations, and without such';nhti&{to" the Engineer, the Design/Builder shall bear all costs arising therefrom. 6./4 TlL<es: T"e Design/Builder shall pay all existing and future applicable Federal, State and local safes,~o~sumer, use and otller 5;:"ilar taxes whether direct or indirect. Federal excise tax may not apply to materials.purchai;ed by the City. The C,',mact Price shall include all otllCr Federal, State, and/or local direct or indirect taxes.whicllido apply. The Contract Price shall include the cost of compliance with all other Federal Laws and Regulations at no additional cost to the City (except as provided in .the Contract Docume.nts).The Design/Builder shall not be reimbu)'seWsel'arately for any taxes which may apply except as, provided in the Contract Documents and the DesignfBuilder sl):illbe responsible for all laxes which may apply. The City is tax exempt from Federal Excise Tax under Chapter 32 of the Internal Revenue C ode. The City is exempt from such taxes under registration numbers 98-02624. The DesignfBililder and its Subcontractors shall apply to the Colorado Department of Revenue for a Certificate of Exemption indicating that the DesignfBuilder'or: ~ubcontractor's purchase of construction material .or building materials is for use in a building, 5Q1lcrure, or other public work owned and used by the City. 6.15 Use of Premises: 6.15.1. The DesignfBuilder shall confme construction equipment, the storage of materials and equipment and the ,'perations of workers to the Project site and land and areas identified in, and pennitted by, the Contract Documents and other. land and areas permitted by Laws anq Regulations, rights-of-way, permits and easements, and 'shall not unreasonably encumber 'the premises with Constniclion equipment or other materials or equipment Th.e Desi,gnJ1Juilder ,hall 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. Should any claim be made against the .,';'. .::.... ',>:,t~,I": ,,'it';"'" e e e City of Aspen. General Conditions for Part Two of Design/Build Projects ,: . L" City or the Engineer by any slIch owner or occupant because of the performance of the Work, Design/Builder shall promptly settle with such other party by agreement or otherwise resolve the claim by law. The Design/Buildr:r shall, to the fullest extent pennitted by Laws and Regulations, indemnify and hold the City and the Engineer hanl1le."~. from and against all claims, damages, losses and expenses (including, but not limited ro. fees of engineers, architect~,. ;tttorneys and other professionals and court costs) arising directly, indirectly or consequentially out of any action, legal or cquit<lble, brought by any such other party against the City or the Engineer to the extent based on a claim arising out of the Design/Builder's perfonnance orthe Work. 6,15.2. During the progress of the Work, the Design/Builder shall keep the premises ITee from accumulations of waste Illaterials, mbbish and other debris resulling ITom the Work, At the completion of the Work, the Design/Bllilder shall remove all waste materials, rubbish and debris from and about the prem,ises as well as all tools, appliances, cun!;lruction equipment and machinery, and surplus materials, and shall leave the site clean and ready for occupancy by lile City. The Design/Builder shall restore to original condition all property not designated for alteration by the Contract Documents. 6.15.3, The Design/Builder shall not load or permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall the DesignlBuilder subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.16 Record Documents: The Design/B"uilder::shall maintain in a safe place at the site one record copy o[al~;DJ;3.wings._Specifications. Addenda, Written Amendments, Change Orders, Work Directive Changes, Field Orders. and written interprelalions and clarifications -in',:go<?d.order and annotated to show all changes made during con~trUction. These record dn(~ument'i together with all approved samples and a counterpart of all approved Shop Drawil1gs \y.ill be available to the. Engineer for reference. ..Upon completion of the Work, these record documents, samples and Shop Drawings will be delivered to the Engineer,forthe'City. 6./7 Salety and Protection: 6.17, I. The DesignfBuilder shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. The DesignIBu"ilder'shall take alll1ecessary precautions for the safely of, and shall provide the-necessary protection to prevent damage, injury or loss to: 6.17.1.1. All employees on the Work and other persons and organizations who may be affected thereby; 6.17.1.2. All the Work and materials and equipment to be incorporated therein, whether in storage on or off the site; and 6.17. L3, Other property at the site or adjacent therelO,including trees, shrubs, lawns, walks, pavements, road-ways, structures, utilities and Underground Facilities not designated for removal, relocation or replacement in the course of construction. The DesignfBuilder shall comply with all applicable Laws and Regulations of any public body having jurisdiction for the safety of persons or property or to proteCt them ITom damage, injury or loss: and shall erect and maintain all necessary safeguards for such safety and protLction. The DesignfBuilder shall notify owners of adjacent property and ot Underground Facilities and utility owners wheJprosecution of the Work may affect them, and shall cooperate with {hem" in the protection, removal,_ reldcati?n arid replacement of their property. All damage, injury or loss to any pwperty referred to in paragraph 6.17.1.2 or 6.17.L3 caused, directly or indirectly, in whole or in pari, by the DesignlBuilder, any Subcontractor, Supplier or any other person or organization directly Or indirectly employ,"! by any ofthem'lO perform or Furnish any of the Work or anyone for whose acts any of them may be liable, shall be remedied by the DesignfBuilder. The Design/Builder's duties and responsibilities for the safety and protection of the Work shall continue until such time as all the Work is completed and the Engineer has issued a notice to the City and the . '. ' " ,DB2.971,doc . Page 22 .' .', ":,';:- e . e , } City of Aspen. General Conditions for Part Two of Design/Build Projects '.<.It'._,.'....' Oesign/Builder in accordance with Section 14.5 that the Work is acceptable (except as otherwise expressly provided in connection with Substimtial Completion). 6.17.2. Tilt: Design/Builder shall designate a person competent in OSHA safely related matters at the site at all times during construction whose duty shall be lhe prevention of accidents including confined space. entry and work in the conlincd spaces. 6./ S Emergellcie.\":. In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto, the Design/Builder, without special instruction or authorization from the E,ngineer or the City, is obligated to act loprevent threatened damage, injury or loss. The Design/Builder shall give the Engineer prompt written notice if the Design/Builder believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. If the Engineer detemlines that.a change in the Contract Documents is required because of the action taken in response to an emergency, a written order will be issued to document the consequences of the changes or variations. 6.19 Shop Drawiflgs afld Samples: 6.19.1.. A fter checking and verifying all field measurements and afier complying with applicable procedures specified in the Conn-act Documents, the DesignIBuilder shall submit to the Engin'eer for review and approval in accordance with the' approved schedule of Shop Drawing submission~ prior to Pre-construction Conference, or for other appropriate action if so indicated in the Special Conditions, three ql cooies (unless othelWise specified) of all Shop Drawings, \\'hich \\'ill bear a stamp or specific wrinen indication that the Design/Builder has satisfied the. Design/Builder's responsibilities under the Contract Documents with respect to the review of the submission. All submissions, will be idenrified as the Engineer may require. The data shown on the Shop Drawings will be complete with respecl to quanrities. dimensions, specified perfonnance and design criteria, materi"als and similar data to enable the Engineer to review the information as required. " 6.19.2. The Design/Builder shall also submit to the Engineer for review and approval with such promptness as to cause no delay in Work, all samples required by tI1e Contract Documents. All samples will have been checked by. and accompanied by a specific written indication that the Design/Builder has satisfied the Design/Builder's responsibilities under the Contract Documents with respect to th,ereview o'fthe submission and will be identified clearly as to milterial, Supplier. pertinent data such as catalog nllrnbersandthe use for which intended. 6.19.3. Before submission of each Shop Drawing or sample, the Design/Builder shall have detennined and verified all quanlities." dimensions, specified perfonnance 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 sanlples and with the requirements of the Work and the Contract Documents. 6.19.4. At the time of each submission, the Design/Builder shall give the Engineer specific wrinen notice of each variation (har" the Shop Drawings or samples may have from the requirements of the Contract Documents, and, in addition. shall cause a specific notation to be made on each Shop Drawing submitted to the Engineer for review and approval of each such variation. 6.19.5. The Engineer will review and approve with reasonable promptness Shop Drawings and samples. but the Engineer" s review ~n!J approval will be only for conformance with the design concept of the Project and for compliance with [he infonnatiiJn given in the Contract Documents and shall not extend to means, methods, techniques, sequences or procedurt:'$ of construction (except where a specific means, method, technique, sequence or procedure of construction is indicated in or required by the Contract Documents) or to safety precautions or programs incident thereto. The review and approval of a separate item as such will not indicate approval of the assembly in which the item funclions. The Design/Builder shall make corrections required by the Engineer, and shall return the. required , number of corrected copies of Shop Drawings and submit as required new samples for review and apPfo.vaL The: -1"'.'\"". . DB2.971,doc . Page 23 " .' . - . ~ ' ' "L.:; )l~r:.:' .:,~'~:" '" e . e . City of Aspen. General Conditions for Parl Two of Design/Build Projects , Design/Builder shall direct specific attention in writing to revisions other than the corrections called for by the Engineer 011 previolls submiltals. 6.19.6. The Engineer's review and approval of Shop Drawings or samples shall not relieve the Design/Builder from responsibility for any variation from the requirements of the Contract Documents unless the Design/Builder has in writing called the Engineer's attention to each slIch variation allhe time of submission as required by paragraph 6.19.4 and the Engineer has given written approval of each such variation by a specific written notation thereof incorporated in or accompanying the Shop Drawing or sample approval; nor will any approval by the Engineer relieve the Design/Builder from responsibility for errors or omissions in the Shop Drawings or from responsibility for having complied with the provisions of paragraph 6.19.3. 6.19.7. Where a Shop Drawing or sample is required by the Specifications, any related Work perfonned prior to the Engineer's review and approval of the pertinent submission will be - the sole expense and responsibility of the Design/Builder. 6.20 J\1ecllUnics'Liens: 6.20.1. n..Go DGo3ig../n...:ldGI GoOvC..81.f:3 aRB agree] that, te the enteRt peAfli!teel ey la'/,', RS ,claims er fftechaniGJ' liE,,"so- a;aiRst l3b1b1k nmgs (m@dtaRiG's Ugas) sr !;:hit=R& sf any kiRd, ,"ilI be f1~r.milt~d tg <lfigg, b@ filts sr maiRtaiRea against the Preject ar fiR) part af it, Elll)' interest i.. it ar aR)' impFa'lemeRts aR ii, against any FR0aeys ~.e ar ta .o6ame fI~e from- the Ci~ la lhe De,ignfll~il~BF, far ar an aGea"Ht sf aR)' '''G,k, labGr, ~.r"ic.s, mat",ial~, .~.ipm.Rt sr slh.r items i\,~ perf8FFfl.~ sr fuFRishe~ fer ar. iR canRBGtiaR witA tAe PmjeGl, aA~ Uoe DesigRIB~il~er far il3e1f, il3 S~beo"t. acto", ~ l..b31U3 fll.a n.aterial 31:1pplief'3 ami empleyees sees wai':e, release aREI relinEluish these elaims ar liens and 811 rights tf)' fili l?f RuiRtaiR tlty~@ 1i8RS aRe agrcsss furtR~r 1I=I]t {Rii: "'Ji"~r gf li~R!: JR9 .,,:ti"er gf tho rioltt t9 file_ ar maintaiR lieRs 3hflll 138 iRaeJ3BRaeRt 8sveRant ami sltall al3l?l~' ]1&9 t9 lIIQrk, l:ibor, f<>r'j("<>i p<>rf?wprl. rn':ttPri~li~ ~q'lipK:R~Rt :lR9 other. itiRH f,ll=R.id~.nl 'IRfhrr aFiy CltaRg9 Grgif gr Sl:lpplgm~Rtal JgrGGRuRt f,gr 'lxtTa 9r :aeQiti9Ral u'grk in c9Rfu;!;:tieA-W-itft...t-Re ~ The DesignfBuilder agrees to defend, indemnify, protect and save harmless the City.li:om and against any aAd ail claims or liens and actions brought or judgments rendered, and rrom and against any and all loss, damages, liability, costs and expenses, includi.n:gI'egalteesand disbursements, which the City may sustain or incur in connection with the Projecl. . 6.CO.2. The Design/Builder also agrees as above for all of its Subcontractors, including but not limited to suppliers and employees. If ani.ofthe.DesignIBuilder's Subcontractors, suppliers, employees or any other person oirectly or indirectly acting for, thfoughor~nder.its authority or any of themfiles-br maintains a lien o'r claim as described above, ,he DesignfBuilder ~grees .to cause claims or liens to be satisfied, remo. ved or discharged at its own expense by bond, ('J.?-- payment or otherWise wlthm' J.tTt~. (]({1 sen-,reCI1!':'/3 8a/fmds~ dt;p,.x 'from he date .of the filmg, and upon the v~ DesignfBuilder's failure to do so the City shall have the right, in addition to all other rights and remedies provided under this Contract or by la.w; to cause the liel1:s or claims to be satisfied, removed or discharg~d by w~atever means the City chooses, at the entire cost ana expense of the DesignlBuilder, the expense to include legal fees aluf disbursements. The DesignlBuilder shall give a copy of Claim Release fonn to all Subcontractors and suppliers and shall include these pro\'isions in all written contracts with .Subcontractors, or give written notice to all Subcontractors, suppliers Of other persons having oral agreements with the Design/Builder. 6."0.3. The DesignlBuilder agrees that moneys received for the perfonnance of this Contract shall be used fIrst for p3~ment due for labor, material, and services for the Project and taxes, and the moneys shall not be dive~ed to satisfy obligations of the DesignlBuilder on other accounts or contracts. The DesignlBuilder shall.pay Subcontractors within Tell (/0) con..ecutive ca/'1ndar days of receipt of a progress payment from the City. The Design/Builder shall furnish sworn affidavits in accerdance with the fonn furnished by the City, which shall state that amounts due or to become due. amounts paij1, a~d any other information necessary to indicate the financial condition of the Design/Builder, insofar as it relates to services, labor and material furnished, and to be furnished, under this Contract. The City may take steps it may deem necessary to protect itself against any claims. ::r: '1-\-I.e., Su-""~~<U- '?"-" ~'fY\0-.1\ le ',;:, ^~ ~",-\n,"b\l-<x.&,tU-\\CI.~C"\-"'''''- h,M'h 6f '\-Ir..e S\A_ht~. . L11 . .", ,,' "', . DB2.971.doc. Page 24' . . ".' ." . ,,' e e . ,.;..'..' City of Aspen. General Condllions for Part Two of Design/Build Projects .' . 6.2/ Continuing the Work: The Design/Builder shall carry on the Work and adhere to the progress schedule during all disputes or disagreements with the City. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted herein or as the Design/Builder and the City may othelWise agree in writing. 6.22 Desigfl/Builder Facilities: All temporary Design/Builder facilities shall be in accordance with regulations and codes governing such construction. The types of temporary construction facilities required for the Project may include, but are not necessarily limited to, the following: (a) job site office space, (b) construction water distrib4tion, (c) temporary closures, (d) temporary heat, (e) hoists and temporary cranes, (I) temporary roads and paving, (g) construction aids and miscellaneous facilities, (h) temporary power distribution, (i) temporary lighting, 0) temporary toilet facilities. All operations of the DesignlBuilder, including storage of materials, upon the City's premises shall be confmed to areas authorized or approved by Owner in writing. Temporary buildings, storage sheds;shops, offices, may be erected by the DesignlBuilder only with the written approval of the City and shall be built or provided with labor and materials furnished by the DesignlBuilder without expense to the City, Such temporary buildings and utilities shall remain the properly of the DesignlBuilder and shall lx, removed by it at its expense upon completion of the Work. ARTICLE 7 - OTHER WORK 7.1 Related Work at Site: 7.1.1. The City may perform other work related to the Project at the site by the City's own forces, have other work' performed by utility owners or let other direct contracts therefor which shall contain General Conditions similar to these. TIle DesignlBuilder shall peIform and coordinate hislher activities with. other DesignlBuilders to avoid conflict and minimize disruptions. . 7.1.2. The DesignlBuilder shall afford each utility owner and other DesignlBuilder who is a party to such a direct contract (or the City if the City is peIforming the additional work with the City's employees) proper and safe access to the site and a reasonable opportUnity for the introdllctionand storage of materials and equipment and the execution of such work, and shall properly connect and coordinate the Work with theirs. The DesignlBuilder shall do all cutting, titting and patching of the Work that may be required to make its several parts corne together properly and integrate with such other work. The DesignlBuilder shall not endanger any work of others by cutting, excavating or.othelWi", alrering their work and will only cut or alter their work with the writte~ consent of Architect and the others wh~se work will be affected. The duties and responsibilities of DesignlBuilder under this paragraph are for the benefit of such utility owners and other DesignlBuilders to the extent that there are comparable provisions for the benefit of the DesignlBuilder in said direct contracts between the City and such utility owners and other DesignlBuilders. 7.1.3. If any part of the DesignlBuilder's Work depends for proper execution or results upon the work of any such other DesignlBuilder or utility owner (or the City), the DesignlBuilder shall inspect and promptly report to the Engineer in writing any delays, defects or deficiencies in such work that render it unavailable or unsuitable for such proper execution and results. . The DesignlBuilder's failure to report: such Conditions will constitute an acceptance of the other work as fit and proper for integration with the DesignlBuilder's Work except for latent or non-apparent defects and deficiencies in the other work. 7.1 Coordination: If the City contracts with others for the performance of other work on)he Project at the site, the person or organization of the activities among the various prime DesignlBuilders may be identified in the Special Conditions, and the specific matters to be covered by such authority and responsibility maY.'be itemized, and the extent of such authority and responsibilities may be provided, in the Special Conditions. Unless othelWise provided in the Special Conditions, neither the City nor the Engineer shall have any authority or responsibility in respect of such coordination. DB2.971.doc . Page 25' . I, i I -It . e --.. . . City of Aspen. General C.onditions for Parl Two of Design/Build Projects .~. ," - ":.' :,...,.~ -',"'-' r' ",..:,~".', ' ARTICLE 8 - CITY'S RESPONSIBILITIES 8.1. The City shall issue all communications to the Design/Builder through the Engineer or his/her designated persoll. 8.2. The City shall furnish the data required of the City under the Contract Documents promptly and shall make payments to the Design/Builde~ through processing of the monthly Progress Pay Estimate forms within 30 day's from the clIt-off date for a pay estimate fotm. . 8.3. The City represents that an amount of money equal to the Contract Price has been duly appropriated in . accordance with the Municipal Code of the City of Aspen, under a purchase order. The City shall nol: j""ue any Change Order or execute a Written Amendment ,requiring additional compensable work, which work causes:' the aggregate amount appropriated by the City, unless. .the DesignfBuilder is given a written assurance that a lawful appropriations to cover the costs of the additional work shall be made. ARTICLE 9 - ENGINEER'S STATUS DURING CONSTRUCTION 9.1 City's Representative: The Engineer shall be the City's representative during the construction period. The duties and responsibilitiec. and the limitations of authority of the Engineer asthe,:Cit}"s representative during construction are set forth in the. Contratt . Documents and shall not be extended without written consent of the City and the Engineer. 9.2 Visiis fa Site: The Engineer shall make visits to the siteatiritery*ls'appropriate to the various stages of construction to:ol:lserv~'..th,e progress and quality of the executed Workandtodetermine, in general, if the Work is proceeding in accordance,-\,ith the Contract. Documents. The Engineer shallti1ake,on7site inspections to observe the quality or quantity or.tI)e'Wo~rlc The Engineer's efforts wiil be directed towardp(oV,idin& for the City a greater degree of confidence that thecomp!e1ed Work will conform to the Contract Documents. Qn.thebasis of such visits and on-site observations, the Engineer'\>\(i11 keep the City informed of the progress of the W6t!(lind will endeavor to guard the City against defects and ~eficienciesc in the Work. 9.3 ,Project Representation: If the City and the Engineer agree, the Engineerviill furnish a Resident Project Representative to assist the Engineer in observing the performance of the Work. The duties, responsibilities and limitations of authority of any such Resiqent Project Representative and assistants will be to ensure confonnance of work with specifications'provideq in the"Spe.cial Conditions. If the City designates another agent to represent the City at the site who is not the Engineer's ageritor employee, the duties, responsibilities and limitations of authority of such other person will be as provided in the Special Conditions. 9.4 Clarification and Interpretations: I. TIle Engineer will issue with reasonable promptness such written clarifications or interpretations of the requirements of the CI)ntr~ct Documents (in the form of Drawings or otherwise) as the Engineer may determine necessary, which~hall be consistent with or reasonably inferable from the overall intent of the Contract Documents. If a writtenclarifi~tion or interpretation justifies an increase in the.Contract Price or an extension of the Contract Time, the DesignlF.}.'ujlq~I. shall meet with the Engineer and resolve the issue. All such requests or claims shall be submitted to the City Engineer. ..'lIf'"""'" 'c' ,'~,:,J,;'! ',,: ~\,,', ",.:, _,; .',", ,i :', '..,:,':' , ".,', ,_"""., , ,:... ..,,',C'" .'l:~~~j~~~l!{~~~._ ; .~ --:,--:",;",',dJ::.M.;l\f.~};";~!')!l\'!:, -~. . _ ," ,," _' '.' ',"" ,,_ if~,~1' "_! ' ~.:'. <'-"" "'~~:'l1~~,',. m1'~!:~',' _ '" ",":..' :>, __,' 1:: ,[ i"l~':'.-' )':,:" IL . . e :'I~"::h\k.'i;,, : ._:)1 " ""~;';:::{' ",;' ,City of Aspen. General Conditions for Part Two of Design/Build Projects , , 9~5 Autlwrized Variations ill Work arId Minor Contract RevLriolls: The City Engine.er may request or authorize minor variations in the Work from the requirements of the Contrac::;t Documents which do not-involve an adjustment in the Contract Price or the ConJract Time, and are consistent with the overllll intent of the Contract Documenls. These may be accomplished by a written request or a field order and will be binding on the City, and also on the Design/Builder who shall perform the Work involved promptly. If the Design/Builder believes that a field order justifies an extension of the Contract Time and the parties are unable to agree as to the extent thereof, the Design/Builder may make a claim therefor as provided herein. 9.6 Rejectillg Defective Work: The Engineer will have authority to disllpprove or reject Work which the Engineer believes to be Defective, and will also have authority to require special inspection or testing of the Work as provided herein below, whether or no! tbe Work is fllbricated, installed or completed. 9,7. Shop Drowillgs, C1lange Orders alld Payments: 9.7.1. In- cOllnecti()o with the Engineer's responsibility for Shop Drawings and samples, see paragraphs 6.19.1. through 6.20.1. inclusive. 9.7.2. In connectipn with the Engineer's responsibilities as to Change Orders, see Article 10 and Article II. 9.7.3. Inconnectiotiwith the Engineer's responsibilities in respect ofreque~t for Paymetit,etc., see Article 14. 9.8 Decisions on DisjJl#es: 9.8.1. The EOgill~er will be the initial interpreter of the requirements of the Contnl.c~]).ocumenls and judge of the acceptability.ofthe'.Viorklhereunder. Claims, disputes and oth~~'ll1attersraisedbY!P~~ign!l3uilder relating to the acceptabilitypft!l~Vl9ik:or the interpretation of the reqUiremet)lsoftlIeContractQocunientspertaining to the performance and full1ishing .of the Work and claims under Articles II and 12 in respect to. changes ill the Contract Price or Contract TUp,,:shall be referred initially to the Engineer in writing~ith areqUl;st for aforniafdecision in accordance with th,is paral\I)l.ph;~hichthe Engineer will render in writing withiIl'areasOmible tUn~,,'>>,?tt~nnotice of each SUGh claim, dispute alld()t!ferj matter by the DesignfBuilder will be delivered to the Engineer'p(o~ptIYJbut in no event later limn thirty days) 'afterthe occurrence of the event giving rise theretoi,and wrinensupp~rijng,d~tawill be SUbmitted to [h~ Engineer and the City within sixty days after such occurrence: unless the Engineer ailows arl. additional period of tim~ to ascertainmore-ac.curate data in support of the claim. 9.8.2. Ther~l)deritig'ofadecision by tIle Engineer purSuant to paragraph 9.8.1. withresp~tto.anysuchclaim, dispute or other matter shan be acondition precedent to arty exercise by theDesignfBuilderofsijcl)'rigl)ts or remedies as the DesigniBuilder may "therwise have under the Contract Documents or by Laws or Reg~laiiqnsin respect of any such claim, dispute or other matter. The City shall not be bound by any initial interpre~tion by the Engineer of the requirements of the .Contract. Documenls, judgment on the acceptability of the W.ork thereunder, or formal decision Illllde by the Engineer in accordance with paragraph 9.8.1. Any dispute not resolved by the initial decision of the Engineer shall be decided by the City, who shall reduce the decision in writing and filmish a copy thereof to the DesignfBuilder and the Engineer. The decision of the City shall be fmal subject to review by the Pitkiri County District Court in Pitkin County, Colorado. Pending fmal decision of a dispute hereunder,. the DesignfBuilder shall proceed diligently.with the performance of the Work and in accordance with the Engineer's interpretation. 9.9 Reserved 9./0 Limitations on Engineer's Responsibilities: I . .-.': ,y-.': r. "', ':_ ";;'i,,~;~>),"_;";;<\';'I(': {-';n: '~j'''',i'-' , I . e . . .,' ,"-' /. _,.,,,;~,"i', '''t, ,'"., ' ~".., /',;1)','1;-,'\ ," ,,-.j;"j;;,',i;j,,-i-";li.i'lo'" . '~~fl"':: City of Aspen.. General ConditIOns for Part Two of Design/Build Projects , Id:.',-'"' .<..-.__. 'f;"", ""'0' _'I, ',,':-" ,':",::--",'. -"".'i,'""'~ no,,: i~'<";..'1'" 'I' 9.10.1. Neither the Engineer"s authority to act under this Artid~' 9 or elsewhere in the Contract Documents nor any decision made by the Engineer in good faith either to exercise or not exercise such authority shall give riseta any duty or responsibility of the Engineer to the Design/Builder, any Subcontractor, any Supplier. or any other person or. organization perfonning any ofthe Work, or 10.3ny surety for any "fthem. 9.10.2. Whenever in the Contract Documents the tenus "as ordered", "as directed", "as required", "as allowed", "as approved" or tenll~ of like effect or import are used..or the adjectives "reasonable", "suitable", "acceptable", "proper" or "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review or judgment of the ~ngineer as to the Work, it is intended that such requirement:, direction, review or judgment will be solely to evaluate the Work for compliance with the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective shall not be effectiye to assign to the Engineer any duty or authori~y to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibili~y contrary to the Contract Documents. ARTICLE 10 - CHANGES IN THE WORK 10.1 City IlIitialed Challges 10.1.1. The City may require, without notification to suretil:S'.ith~ Design/Builder to perfonn changes: additions or deletions to the Work at anytime after execution of the Contta.c.iwithout invalidating the Contract. Changes shall be accomplished as set forth in Section 3.2, above. 10.1.2. The Design/Builder shall promptly perforrr\chang~ir\,!IJeWork in accordance with applicable provisions of the Contract Documents, unless otherwise provided.~ri a GhaIlge::Q:f(1er or Amendment to the Design/Build Agreement. 10.1.3. The following procedure shall be followed for the Cit}i:#,iltifying the Design/Builder of proposed City initiated changes. The Engineer shall issue a notic~ infonnin~:.th~;.~.i~~~ildefof a planned change in the Work and its scope, and requesting the Design/Builder's detailed pricepto[1<).;.LJ1i?tiiiS.igi1/Builder, at no expense to the City, shall submit a priced proposal forperfonningthe proposedchang"iri.th~cW'4~RicThe.Design/Builder, within Ten (JQl consecutiv,~ . calendar dol'S after reeeivingthe Notice of change;,()rsuclt,icin~#r'tinIe which the Engineer in hislher discretion has granted. shall provide the .Engineer. with a c(lrilplete,andi<<:lrlF;proPQsal which includes the estimated increase..or. decrease in the Contract Pric;e amj/or in the C?~tb1~(~irr.i~;~~~.~~~fub~e.to the planned changes on the criteria-and, methods described in Article I \. The Design/Builderoshalllj,(;.',i#i19risible fordelays to the Work and any additional.. ,e1Sts incurred by the City caused by its failure tosubtrlit eompi6%')JriCing infonnation within the time provided above:. The Design''Builder shall participate with the City in promptjomfanalysis and negotiations to finalize a Change Order; it necessary. 10.2 J-Vritten ;\"otice afChange 10.2.1. A Wrinen Notice of Change may be used when: a) The City detennines that the Design/Builder must proceed immediately to perfonn a change in the Work in order. to avoid an adverse impact.onthe schedule or other unchanged Work, and sufficient . time is not available to negotiate an adjustment to the Contract Price or Contract Time; or b) The City and Design/Builder have not completed their negotiation and reached agreement on all of. the tenns of a Change Order, but the City requires the Design/Builder to proceed without suclh agreement. I 10.2.2. Upon receipt ofa Written Notice of Change the Design/Builder shall promptly proceed with performing the change in the Work. Additionally, the Design/Builder shall comply with all the requirements of 10.3 of these General Conditions. .;.}."" ,,:'~;! ':r" 'd::;~:~';~~~~![:. -:i ~', Li".. ':lt~7!~:1:~i?::!,::' ' ",,;:,\,-,:~~-;; DB2.971.doc . Page 2 B . ....,' . .., .....-;..".' .'....'-.:"'. ;'-;: ~ <It . e "'-i..,.;:,,: .' City of Aspen - General Conditions for Part Two of DesignlBuild Projects . ': . ~ 10.3 Change Order When the Design/Builder and the City reach agreement on the adjustments to the Contract Price and/or Contract Time slIch agreements shall be promptly recorded in an executed Change Order. ' 10.4 Desigu/Builder Change Request 10.41. I f the Design/Builder: _ (i) receives any- oral or written instructions, directives or interpretations of Contracl Documents, or determinations from the Engineer or, (ii) identifies wh'!lt it believes are design errors or omissions in thn Contract Drawings or Specifications, or (iii) encounters a differing site condition; or, (iv) is delayed in the progress or the Work; or, (v) becomes aware of any other matter or circumstanc~ which it believes would require a change in 1"11('. Contr~ct Price or Contract Time, the QesignlBuilder shall give the Engineer prompt written notice of such matters ill (l letter or notice denominated "DesignlBuilder Change Request". I 0.4.2. All Design/Builder Change Requests shall be dated, numbered sequentially, and. shall describe the action "". event which the DesignlBuilder believes may require an extension in time or price. The DesignlBuilder shall also provide descriptions of possible DesignlBuilder actions or solutions to minimize. the cost of the DesigniBuilder Change Request and, provide an estimate of the adjustment in the Contract Price and/or Contract Time which it believes is appropriate. 10.4.3. With respect to orders, instructions,directives, interpretations~ detenninations, Of the discovery of any errors or omissions in the Contract Documents, a DesignIBuilder Change Request shall be submitted before the Design/BuHder acts on them~ but in no event more than Ten (IOJ -consecutive calendar days after they were received or discovered. 10.8.4. With respect to any differing site conditions, a DesignlBuilder Change Request shall be submitted before the conditions are disturbed, but in no event more than Ten (f0) consecutive calendar days after the conditions are first discovered. 10..1.5. With respect to delays, a DesignlBuilder Change Request shall be submitted as soon as the DesignlBuilder has knowledge of the delay, but in no event more than ren (J OJ consecutive colendar days therefrom. 10.8.6. With respect to any matters or circumstance which the DesignlBuilder believes would require a change.. including delays, a Design/Builder Change Request shall be submitted as soon as the DesignlBuilder has knowledge or rhe matter or circumstance, but in no event more than Ten OOJ consecutive calendar days after the Design/Builde,r be~ome5 aware of such circumstance or matter. 10.5 DOJV/l Time: The DesignlBuilder may be granted time extension for down time. No other compensation of any kind shall be made 10 lhe DesignlBuilder for down time. Equipment failure, lack of adequate labor or tools or materials to perfonn the Work shall not constitute down time. 10.6 Submittal Requirements and Waiver a/Claims 10.6.1. If the Design/Builder does not submit a DesignlBuilder Change Request within the time required abovJ, any action by the Design/Builder related to such order, direction, instruction, interpretation, determination, design'error or omission, or other matter, includingdelays or differing site conditions, will not be considered by the City.1s a change 10 j the Work and the DesignlBuilder waives any claim for an adjustment on the Contract Price or the Contract Time. 10.6.2. The DesignlBuilder s"all, within ren (JOJ consecutive calendar days submit in detail, a Design/Builder Change Request, and provide the Engineer a complete and itemized proposal which contains the infonnation describ.ed . .... . ...y DB2.971.doc. Page 29 .' '.' I'" '. , . '.' e'. I i . e . .,..-.,...,,;.,.,,',-', , "-~.' ,., .. , City of Aspen - General Conditions for Part Two of DeSign/Build Projecls .I I ,.;j,,~~!';'q:l:::~\ "'-",' . ......;" ':":.-'t..~:,<.-r3 . ,r,,'" . '. ." ""~":'-" "", -........<.., in -A'fti~-'e It. The proposal shall also contain a -detailed explanation, citing :~lltapplicable provisions. in the Contract Documents, which supports the Design/Builder Change Request. If the DesigriiBuilder does not submit its itemized propo~alwithin the time described above or within such extension which the Engineer, in his/her discretion may have gran led in writing, it waives any claim for an adjustment in "the Contract Price or Contract Time arising out of the act or event described in the Contract Change Request. 10.6,3. If a Design/Builder Change Request is denied by the Engineer, in whole or in part, any claim for an increase in the Contract Price or Contract Time arising out of the act or event described in the Design/Builder Change Request ~s waived unless the Design/Builder timely complies with the provisions of paragraphs 10.4.1. through 10.4.6. ARTICLE I \. CHANGE OF CONTRACT PRICE OR CONTRACT TIME 11.1 Colllract Price Adjustments. All adjustments to the Contract Price shall be determined by using one or moreoftlieJollowing methods: 11.1 :l,H:1f:hegqtiatedlump sum for work items that cannot be itemized. Th~:q~i~uilder shall promptly provide sufficie/l\SIl?stantiating data, including calculations, measurements; cost reCo~dsi:p,Ii:lduction rates, equipment types and capaci~(ll.~~orcosts by craft and other information which the City may, r"",pnably require the Design/Builder to produ9~"fh,?r,der to. permit the City to evaluale the Design/Builder's lump SUtllc~~ge order proposals. In pricing this prop.9~!lJ{llteJI-,,-signlBuilder shall include estimates of the type of costs desqi~,m~S,,~tion 11.4 below. i,':,:,":i':"'",,;,c ,: ' , ' " ' ' " ".._<",,-~.;::_? II.I.:2:;;:}1I,litprices stated in the Contract Documents or subsequentl~ agreed '''POll ,multiplied. by fmal verified quanti- ties of\Y.<irk'perfonned; ....' , .' ,- " ' II.H.FPsl.tobe determined in a manner agreed upon by the partieS whicll.ip.c1udes markups that do not exceed thosesefJcirth'inSection I\.4 below. . . " :'~i;>::";;' ' 11.104'.' 'd,stsltibedeterrnined'in the manner described in Section 11.3.1. ;,:,':""(':':';,:,',,:- ,'" " I U'SOM!fkctmme Adjustments. -~:,.-- " :--,;, . 11.2..1:,:.i\ny;extensionofthe Contract Time must be requested ina DesignjBllilder;ChangeRequest which complies withall:o[.the requirements of paragraphs 10.4.1 through 10.4.6. Failure to strictly comply with the timing and subnlitt,afre:quirements shall constitute a waiver of any request or.c1aim'. 11.2.,2. If the Design/Builder is delayed at any time in the progress of the Wolj<lIpd suel1 delay was caused, in whole or in~!ut;by .the act oromission of the City, or by changes ordered .inthe,V(oilc/pursUlinlto strikes, lOCkouts, fire, unusu~ldelay by common carriers, unavoidable casualties, or any other causFs\xJyondthe Design/Builder'scontrol, u,entheCpntraet Time shall be extended by the City. Such extensions will befpr.aperiqd oftime as the City may in its discreticindeiennine.provide,d however that such delay could not have beenayoided by the exercise of due diligence bythe'Design/Builder and did not result from the acts or omissions of the Dciign/Builder and, provided further, that they Design/Builder has taken reasonable actions to mitigate or prevent further delays resulting from such causes. 11.2:3, ,If abnorrnal weather conditions are the basis for a claim for an extension of the Contract Time, such claim I shall be documented on the City of Aspen Engineering Department's Daily Constructior! Log fonns st1bstantiating thai weather conditions were unusually severe for the period of time, and could not have been reasonably anticipated. 'Regardlessof aC.tual weather conditions, any day in which the DesignlBuilder iJ able to work Six!)! Percent (60%1"" ~'ofits scheduled work force shall not be counted as an abnormal weather day.for purposes of calculating weather relat'ed .time, extensions. 11:.:~,J.:',::~I'" E),.......:o...!Bu:ld.... ,",:&''''''''' "out d...ILLJ.> .':'JtdGu& [.(,111 01\) MttJ.;:.j~H1Gr ~an aet3 8f.ami33i8ft3 Bf the Citj. ilt-s- 'R1~I") 80S, .genls ar .meiels shallae eeftsillered fully 6aRl~"n.at.d ay a.lime e,<I"nsian aBly "".d agrees t8 Bmlce fte Q'K "',',>,","" ,_.",';j.:.;i;.,rk:~.t'iiii:;";"':,:"", ,:_~.,<i:"''''~/C"' ""-,."),"Y'" . ._; _, ...'. ",,';, .. ,-:':;,\,'o,:.o>,;';i;:li:)~,ji.:i;i:,,; '-.I:JI'~rjj"I'I- -:I=l!(~I.'---"'-. . .. ....,..,.,........ -".'''-'<':'L:itiT'.r;,_;::I'':~ e e e '- ~ . , -. ,. -' ,.' . 1fl~'l':.~.i~'~C1;j,r~'~II~n<<~If~~'~~."I,t'.111'f~I.ltrl:fmr-.:I(llf:l'U._ ~,':~ . ,. '~"f-"~7i1':;." elaim f:'er R1QRGtaf"l/ rJiHRag9~ far !:ldch ggla~'!: IR RQ ll"eRt [hall dtt" ""xig"/Bl1illJpr he '?ntitled 'g r~tg"~r aR~'aelay eflsts enll5<d ~)' 111. aot, Br Bl"iosie., erthe D.,ign,iQllilaer, ils .",~IBy."Qr agoRts. qll:- 11.2.:', If the Desigil/Builder believes that it has suffered delays in perfomling the Work that arc caused ,by acts r)l omissions of the City, the Design/Builder may submit a Design/Builder Change Request with detailed justifications Zlcceptable to the Engineer. Faiiure of the Design/Builder to comply with all requirements shall constitute a waive, of' any claim for damages resulting from such delays. /1.3 Force Account Work. 11.3.1 In situations where the cost or time for perfonning a required change cannot be adequately defined or agreed upon but the changed Work must proceed. the City may direct the Design/Builder to perfonn the Work on a Force Account basis. Adjustment shall be detennined on the basis of reasonable expenditures and savings of thost: perfonning the change in the Work including, in case;ofan increase in the Contract Amount, an allowance for overhead and profit which shall not exceed the allowance described in 11.4.7 below. In such case, the Design/Builder shall keep and present, in such form as the City may presqibe,. an itemized detailed accounting together with appropriate supporting data of all of the co,ts described in Section: U Al through Section 11.4.4 which clearly distinguishes the cost of changed Work from base contract Work. [oforinotion which shall be required on these forms includes an item ization of all costs for labor. materials and equipment' rental and total costs to date for force account work. The D<signlBuilder shall include hours worked, rates of pay, names and job classifications for all workers and size, type, identification number. rental rate and hours of operati9n for equipment. 11.3.2 Unless otherwise provided in the ContractDOCU!l1ents, costs for the purposes of Force Account Work shall be itemized daily on Daily Force Account Forms providea'oy the Engineer which are signell by the DesignlBuilder and the. Engineer. Su<=;h costs shall fonn the basisfor'deterrriiriirig. the maximum amount to be paid the DesignlBuilder, but this amount may be reduced where necessary to take irito account the cost of hase contract Work, Work included in approved Change Orders, Work described in Work Dite.ctive Changes, idle time for workers and/or equipment when work could have been perfonned in other locations ~f:,~e'number of workers or amount of equipment p~ovidedexceeds the number or amount required to perform theWorlG'unsatisfactory Work or Work which may be perfonned concurrently with the changed. Work and which canrtotbe easily segregated from the changed Work. The worker hours. equipment hours, and materials installedshaU'be,:logged on the City of Aspen Engineering Department's Daily C c'l1;tnJction Log form for every day the work is performed. //..1 CO/ltract Sum Determinatioll 11.1 In no event shall the charge or credit to the City associated with any change exceed the sum of the following: I \..1.\ Direct Lahor. Actual net direct increase 'or decrease in the cost of the Design/Builder's labor for all work associated with the change. DesignlBuilder's lalxir shall'be limited to Davis-Bacon Act work categories or other labor (including salaried field personnel) that perform the1nd'ividual change in Work full-time. For shop work, the direct boor includes workers who work directly on the item being manufactured or operators of equipment being used to h3l1dle items being manufactured. . 11..\.2 Labor Burden. Design/Builder's actual costs for workers compensation and liability insurance, payroll taxes, social securit)' and employees fringe benefits (including employer paid health insurance) imposed on the basis "r pa>Tolls. 1l1is burden must reflect the variability of some burdens, i.e., social security. The burden shall include a~l ;malllOols which cost less than $200 apiece. I 11.-l.3 Direct Material Supplies Installed Equipmen~. Actual net direct cost of materials, supplies and equipment. incorporated in or consumed by the Work. If actual costs are not available, the cost shall be the loWest commercially available price including all discounts and rebates and all applicable taxes. Cost shall be based on buying the material, s.upplies and equipment in the largest practical quantity to receive quantity discounts. ; ". "",'-;;',;;';:':;,11;':-.",::.:;,,-,,;;,.,.-: _l---~J_=.~~t~~(e,I,~:E:(!{~fI_~ ~~Et.; -. . ~ : ',,',.,: '., .. l~, ,'. ~ e' . e City Of Aspen. General Condilions for Part Two of Design/Build Projects ~:",:' !'..::, c'" .' 11.4.4 Equipment. Actual net cost to the Design/Builder of owned and/or rented equipment other than small- tools to be dctcmlincd using the following methodes): . -, (I) Owned equipment operating costs shall be detennined' using accepted industry :ilandard forms and methods for "Owning and Operating Equipment" as described by.the U.S. AmlY Corps of Engineers (CDE) in its latest edition of the "Construction Equipment Ownership and Operating Expense Schedule, Region V" (Document No. EP 1110-1-8, Volume 5). (2) Rental equipment costs shall be determined using actual invoiced rates less all discounls for bare equipment rental. Operating costs will be determined based on rates in the above-cited C.O.E. manual. (3) Mobilization/demobilization costs will be paid if the equipment is mobilized exclusi V'+i for Work described in a change requested by the Engineer or a ChaIlgeOrder. If the equipmeni ,', "sed on base contract work, no mobilization or demobilization cost will be ;,::"id. Mobilization/demobilization cost will be based on using the: least ,expensive means to mobilize or demobilize. Equipment shall be obtained from the neare,';t .~v~ilable source. When the least expensive methods are used, then costs shown in the actuaf.4tY'Qj<:~-'will be the basis for pricing. 11.4.5 Bonds Insurance. Permits and Taxes. Actual increases or decreases in-the cost of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work, IIA.6' Subcontract Costs. Net cost of Subcontractor work ~t any tier, provided that the cost of the Subcontractor is determined in accordance with the above requirements. When possible, the Design/Builder shall obtain quotes fi'om (\1/0 or more Subcontractors. IIA.7 Overhead and Profit. \\Ne,,~-S;\Ve. . . (l) ^'feIt)ercent ~of the sum of Section 11.4.1 through Section 11.4.5 above, to cover a profit for Work performed by that Design/Builder or Subconrractor: \~'" (2) ^~ percent~of Section 11.4.6 above tocQver.Desigi1lBuilder's and Subcontractors overhead and profit for work performed by the DesignlBuilderotSubcontractor: rf cf (3) Neither the Design/Builder nor any Subcontractor, nor'the City in the case of a credit, will attempt to apply these percentage adjustments in a way which would pyramid either the cost or credit because a SubcontraGtor Of Subc,Qntractors ~\ ,a~y tier are involv~d.lJ> "'- ~"'e.. 0 II OI...C...re.il.J- clue +-h e 6~('Th€. C>.~""',"." \ \"1.M\o.-e, v,::'i De. ~61J.)€..1l. '1D~0-\~. ble a-.MO\\..d c\,: ~e. ~~e.Q,.;0; ~ (' Co {e.\f:-..e.c.:><.. U:>~ . .' '.' . 11 A.8 Totals as EqUItable AdlUstment. 1?e Deslgn/BUllder agrees lli~ thetPtal'o~the ~bove constitutes an,equltable ^P-- adjustment for any and all damages resultmg from a change or due to delay,pr~tsruptLon caused by the Ctty. The 'fJ . DesignfBuilder's choice of idling and Down Time shall not constitute an Citv', catisefor delay or disruption. 11.5 Cost alld Pricing Data 11.).1 Certificate of Current ~ost or Pricinl! Data. The Design!Builder shall submit a Certificate of Currenl '.'\lst or Pricing Data with any agreed upon Contract Price adjustment, but prior to the execution of a Change Order for the work, in the following format: I Certificate of Currerlt Cost and Pricing Data This is to certify' that, to the best of my knowledge and belief, the cost of pricing data submitted in writing to the City in support of _. are accurate, complete, and current as of .. and represent lhe best prices available from suppliers and ~~'I*~,~jK:r.I_:f.IiIo}!t"~ , """., ~.<__. '.' . '_. .'.'. :'._ ,.".' ",.' " .'. _." ..' '.' '-," ": "-'. '. '_:.' ''''',I_'::<!',,''(i'' "":""'f,,,,,,";:~')"~~":'I""\';!~-';;;,,':r';;"<~:'~0,:"''-' ,,: 'c,- ,- ~ ", ,. . . e . . .- .. . . . Subcontractors. This certification includes the CbS(pf pric:ing data sup- porting any advance agreements and forward. prising rate agreements between the offer or and the City that are part of the proposal. Firm Name Title Date . Identify the appropriate number of the Change Notice. .. Date when pricing negotiations were concluded and price agreement was reached. ... Date of signing, which should be as close as practicable to the date when the price negoliations were concluded andpric~agreement reached. . . 11.5.2 Vendor Statements. The DesignIBuilder shall submit in suppaI1Qf:~ll.itemS which ~re not unit prices or lump sum prices established by the Contmct. statements by the affectedven~o!S',that the prices are not in excess of those previously charged to the City or the supplie~s regular commercial cust(jn1<irs for the same items. I LS.J___nPrice Reductions for Defective Costs or Pricin2: Data~ .I.L~~lKJ~~~L~_<:~~tmined, that pricing adjustinents to the Contract were notcorrect due to inco~plete or inaccurate pricii1&,da~,.:"~y<tl~e::pesignIBu{lder or any Subcontractor or supplier or that lower prices were readily available, the price shall beredlicedaccordingly and the Contmct modified by a Change Order. " .11.6 Variatioll ill QualltilyofUllit Priced Items: Where the quantity of a unit-priced item in this Cantmctis anestiIn~(~d?4~~niity andtheactuaiquantity,oftl1e unit- priced item, varies more than 25 percellt above or below the estimatep.qu,1Ii1iity, an equitable adjustmentlnth<iContmct Price maybe made by a written Change approved by the Desigl1!Bui(der.andthe Engineer:. The .equi\3.I>le adjustment shall be based uP. on.....any increase or decrease in cost due sole.ly to the. var.i.a. tl..onabiive \25 perc.en. t-o. r. b.e...low. ..75 percent ofth~_estimat.ed.quantity. The City at any time after the award ofthe!Z.o..n.....1ta.'...' ct, mayd.elete llid.i.temS,pr.~v.'..i.de.d...,lhat the h.)(al, OfSU~.Il deletions does not exceed twentv rIVe nercent, (2j%) _ofth,e,.,iot~Lq{mtracd)(ice,~ndsuch d~'l~ti.o~~'wi1LI;1.ot j1l5tit~. an increase. in other Bid prices. If the quantity variation is such.,aS._t9'~ause an" increase in the tinie:necessary for ..:'\.llllplering the Work the Design/Builder may request in writing, an extension of time only_ ARTICLE [2 - Reserved .-\RTlCLE 13 _ WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; REMOVAL OR ACCEPTANCE OF DEFECfIVE WORK CORRECfION, /3./ IJ'arrallty: 13.1.1. The IDesign/Builder warrants and guarantees to City that all Work, whether supplied, furnished, installed, pro'.ided. or performed by DesignlBuilder, a Subcontmctor, or Supplier, will be in acco.rdance witl! the Contract Docu:nents and will not be Defective_ A-II Defective Work, whether or not in place. must be rejected, corrected or accepted as prqvided in this Article 13. Work shall be performed in a skillful and workmanlike Inanner. Except where longer periods of warranty are indicated for certain items, DesigniBuilder warrants Work, whether furnished, installed, provided, performed or supplied by DesignIBuilder, a Subcontmctorqr,$upJiI!er,lOl:>dreefromfaulty !Il"teri~ls .and workmanship for a period of not less than Two Yeors from date of Substanrial Completion, which.. Twn.rears period e . , e e{1{J"'I.:'l-1'.I;lII:I~;fII:jt:I"t{.il{.n(I'III--"'1Ir.TiI:l:ir.lrI11'.'II.I;J...'1I'I~~~:~r..:.It-li:J.oj,{.. ,_ .."__'...',' .,',. ',_ ,0" " .'.'.... .. ... '_,-,_,,'-,-',., " "',: ". -",-''''''':'''': shall be covered by the Maintenance Bond ~nd Payment Bond as specified in the Contract Documents. Landscaping replacement shall be warranted for two growing seasons. - 13.1.2. The Design/Builder, at no additional expense to the City, shall remedy damage to equipment, the site, or the buildings or the contents, thereof which is the result of any failure or defect in the Work, and restore any work damaged in fulfilling the requirements orthe Contract Documents. 13.1.3. Wi'th respect to all warranties, express or implied. from Subcontractors, manufacturers, or Suppliers for Work perfonned and materials furnished under the Agreement, the Design/Builder shall: 13.1.3.I.Obtain all warranties that would be given in nonnal commercial practice. To the extent that the Subcontractor's, manufacturer'~. or Suppliei-'s, standard warranty exceeds the minimum Cily requirements as set forth in this Article or elsewhere in the Contract Documents, the Subcontractor's, manufacturer's, or Supplier's standard warranty shall apply. Otherwise, the Design/Builder shall be responsible for a Two Year term under the Maintenance Bond. 13.1.3.2. Require all warranties to be executed, in writing, for the benefit of the City, if directed by the Engilleer or. 13.1.3.3. Enforce all warranties for the benefit of the City, if directed by the Engilleer. 13.1.3.4. Assign all warranties and guarantees ill writillg to the City upon the request of the City. 13.IA. Notwithstanding anything to the contrary above, the DesignfBuilder shall warrant that all equipment which are lncorporated iIlto the Work or any subsystem shall.be m,w, free from liens and defects in design,'haveClear title, be free from faulty materials and workmanship, and shall conform in all aspects to the terms of the Contract Documents, to the drawings issued for manufacture by the DesigntBuilder. and shall be in" conformance with the Technical-Specifications and DesignfBuilder's Proposal (exceptin,thoseinstances where the DesignfBuilder's Proposal has been amended by subsequent Technical sp,:~t;~.i?,.~.' ,'2P.nl.ess t.he warranty.perio~ is otherw}s..e extended or mo~.,.ine.,..d. ; the following warranty shall apply. Ifwlu{~ ....",,~I Years from the date each pIece of equIPment Incorporated mtoti1e Work or any subsystem is acceptedby"the:Cio/; it appearS that the equipment Or any partihereof does not conform to the above waITantyand guarantee provisiori~,and,;the;,City so notifies the DesignfBuilder withilla reasonahletime after its discovety, the DesignfBuilder shallthereup1ln'promptly correct such nonconformity to the satisfaction oft!!," City, at the Design/Builder's sole expense; failillgwhich.ti1e City may reject the item and cover by purchasing subsi.nIle items or [he City may proceed to make corrections .or accomplish the DesignfIiuilder's performance by the most expeditious means available, the cost of cover or con'ection shall be charged to the DesignfBuilder. rf 13.1 :4.I.ll1e preservation, packaging, packillg, and marking, and the preparation for, and method of; shipment of. such equipment shall conform with the requirements of the Contra<;t Documents. 13.1 :4.2. When return, corrections, or replacement is required, transportation charges and responsibility fo.the supplies and equipment while in transit shall be borne by the DesignfBuilder. 13.1.5. In addition to the foregoillg, ill the event that any sillgle component ill the Work experiences failures durillg the ".illTanry period such that the number of failures under normal service conditions exceeds ten percent (10%) of the Work population of that component, the DesignfBuilder shall perform a design defects analysis. If the allalysis shows the component design to be defective, the component shall be redesigned, and the entire population of that component shall be replaced and/or retrofitted. 13. \.6. Whenever there is a conflict between the warranties required by the Contract Documents and the warranty provided by a Subcontractor, manufacturer or Supplier, the terms and conditions of the warranty that affords the City tile greatest protection shall be billdillg upon the DesignfBuilder. ...,.........,...,.,.......,........~".,....., ~_......d~:.....,...,..fi ................ .",i ~.,",.......";"'"',.,.'-.F"."...,,.,....,.,'"'' e . . -n{f1'.1':',""1'I=lIE:aC'l:.JI[:lt::II.r.TiT.nu.]t...~r.1iII:F-Ti.I"rl...I.'1:I-:.tI.Ir,I;fIlIr.I:lf'.II::(~4- ,- ",. ',,- ,"" ,.." . -. -:," ..' ,., -,' ',' '.~"-' 13.1.7. The above warranties or other warranties agreed to by Design/Builder shall not limit the City's rights under other provisions of this Article with respect to latent defects. gross mistakes, or fraud. . 13.1.8. Neither the foregoing nor any provision in the Contract Documents, nor any special guarantee lime. limit, shall be held to limit the Design/Builder's liability for defects, to less than the legal limit of liability in accordance with the law of the place of building. 13. t .9. Any supplies 'or equipment, or parts thereof, corrected or furnished in replacemem under this Article, shall also be subject to the tenns of the warranty provisions herein to the same extent as supplies and equipment initially delivered. The warranty, with respect to supplies, equipment, or parts thereof, shall be equal in duration '<is if initially delivered and shall run from the date of delivery of the corrected or replaced supply, or upon1the date il is placed in service,whicheverislater. Lo\~~ ~~ .Q.,-~(" I..0O"",\""-~~ ~e.-r'00-, /3.2 Access to Work: q~ The Engineer and the Engineer's representatives, other representatives of the City, testing agencies. and guvernrnental agencies with juristlictional interests shall have access to the Work, at any time for their observation, inspecting and testing. pesign{Builder shall provide proper and safe conditions for such access. /3.J Tests and Inspections: 13.3.1. The, D_es.igO/Builcler shall cooperate with material testing persons and furns.~d_for required inspections. and compliance anti approval tests for the Work performed by the Design/Builder or hislher Subconlractor(s). 13.3.2. If Laws or Regulations of any public body having jurisdiction require any Work (or pari thereot) to specifically be inspected, tested or approved, the DesignfBuilder shall assume full responsibility therefore, pay all costs in connectionth~rewith and furnish the Engineer the required certificates of inspection, testing or approval. The DesignlBuilder-}hall also be responsible for and shall pay all costs in connection with. any 'inspection or Re-testing required inconllecl\On with the City's or the Engineer's acceptance of a Supplier of materials or equipment proposed to be incorporated)nthe Work, or of materials or equipment submitted for approval prior to The Design/Builder's purchase theieor-fQr-incorporation in the Work. The cost of all inspections, testing, r""testing and approvals .in addition to the 'above: \vhich'are required by the Contract Documents shall be paid by the DesignlBuilder (unless otherwise specified). .T11~,i:City' will conduct and pay for the conformance tests on materials,installed in-place, and the DesignlBuilder, sh~U'pay for re-testing of all failing and .non-confonning materials thc;re~fter. ' 13.3.3. All inspections, tests or approvals other than those required by Laws or Regulations of any public body having jurisdiction shall be performed by professional finns or certified materials iaboratories acceptable to the Engineer. 13.3.4. [['any Work (including the work of others) that is. to be inspected, tested or approved is covered without \\Tinen concurrence of the Engineer, it must, be uncovered for observation. Such uncove~ing and testing when required by the Engineer shall be at the Design/Builder's expense. 13.3.5. Neither observations by the Engineer nor inspections, tests or approvals by others shall relieve the Design/Builder from the Design/Builder's obligations to perform the Work in accordance with the Contract Documents. 13.4 UI/coveril/g Work: 13.4.1. If any Work is covered contrary to the wrinen request of the Engineer it must, if requested b~ the Engineer, be ul1cove.red for the Engineer's observation and replaced at the DesignlBuilder's expense. 13.4.2. If the Engineer considers it necessary or advisable that covered. Work be observed by tho !.::ngineer or inspected or tested by others, the Design/Builder, at the Engineer's request, shall uncover, expose or o~lt'.,.wise make available for observation, inspection or testing as the Engineer may require, that portion of the Work in question, furnishing all necessary labor, material and equipment. If it is found that such Work is Defective, the Dcsign/Builder ~.~.. . . ..... . . .... e . 'e ~{T.'lrl~1'1~11CI~~n;l~ll~n,;;~:I~'''~~.:r.Ti~~II'I'.'ll.I~"1I'"r":R11r..,~(,J(=lot.. "'......., shall bear all direct; indirect and consequential costs of such uncovering, exposure, observation,' inspection aI)d testing lInd of satisfactory reconstruction. (including but not limited to fees and charges of engineers, architects, attorneys and other professionals), and the City shall be entitled to an appropriate decrease in the Contract Price. /3.5 City May Stop The Work: If the Work is defective, or the Design/Builder fails to supply sufficient skilled workers or. suitable materials or equipment, or fails to furnish or perfoml the Work in such a way that the completed Work wilt confonn to the Contract Documents, the City may order the Design/Builder to stop the Work, or any portion thereof, until the cause for'such order has been eliminated; however, this right of the City to stop the Work shall not give rise to any duty on the part of the City to exercise this right for the benefit of the DesignlBuilder or any other party_ 13.6 Correctioll or Removal of Defective Work: If required by the Engineer or the City, the DesignlBuilder shall promptly, as directed, either correct all Defective Work, whe.ther or not fabricated, installed or completed, or; if the Work has been rejected by the Engine~he City, remove it from the site and replace it with non'<lefective Work. The DesignlBuilder shall bear all direc NH8lfect am! eeAse~YeAtial G9stG of such correction or removaF(including but not limited to fees and charges of engineers, architects, attorneys and other professionals) made necessary thereby. rt /3.7 Correctioll Period: [f with,in Two Years after' the date of Substantial Completion or such longer period of time as may be prescribed by Laws or Regulations or by the tenns of any appliCable' ~pecial guarantee required by the Contract Documents or by any specific provision of the Contract Documents, ariy'Work- is found to be Defective, the DesignIBuilder shall promptly- \\'ithout cQst to City and in. accordance with City's written instructions, either correct such Defective Work, or, if i~ has. been rejected by City, remove it from the site andi~place it with non-defective Work_ If the DesignIBuilder does not promptly comply with the terms of such instructiQ'ns; of,in an emergency where delay would cause serious risk of loss or d<U11age, the City may have the Defective wo~,cilrrected or the rejected Work removed and-replaced; and all direct; indirect and consequential costs of such removaf"1II'd replacement (including but not limited to fees and charges of engineers, architects, attorneys ",!d other profes~!9Qals), will be paid by the DesignlBuilder. In special circumstances ,,-here a particular item of equipment or portion'gl\WQtk -is placed in continuous service before Substantial Completion of all the Work, the correction period for thafjitemmay start to run from _an earlier date if so provided in the Specifications or by Written Amendment. Lands<:;3ping replacement shaH.-be warranted for twogrowirig season. ~ pK If. instead of requiring correction or removal and repl~ ment of Defective Work, the City prefers to ac~ept it, the City may do so. The Design/Builder shall bear all direct,,' .- . - costs attributable to the City's evaluation of and detennination to accept such Defective Wor\c All accepted defective Work shall be subject to significant price reduction acceptable to the City and th<City Engineer. 13.8 AcceptGllceofDefective Work: 13. 9 City Mq)' Correct Defeclive Work: I f the DesignlBuilder fails within Ten (/ OJ consecutive calendar days after wrinen notice of the Engineer qr the City to proceed to correct and to correct Defective Work or to remove and replace rejected Work as required by-the Engineer or the City in accordance with paragraph 13.6., or if the DesignlBuilder fails to perfonn the Workin ac~ordance with [he Contract Documents, or if the DesignlBuilder fails to comply with any other provision of the Contract Documents, rhe City may, after seven days' written notice to the Design/Builder, correct and remedy any such deficiency. In e\ercising the rights and remedies under this paragraph the City shall proceed expeditiously to the extent necessary to complete corrective and remedial action. The City may exclude the DesignlBuilder from all or part of the site, take possession of all or part of the Work, and suspend the DesignlBuilder's services related thereto, take possession of the D<signlBuilder's tools, appliances, construction equipment and machinery at the site and incorporate in the Work all materials and equipment stored at the site or for which the City has paid the Design/Builder but which are stored ",".;:';Ii" ~, ,,' ."d',"-"';"",>,",'-", c'" ' ._" ::.,', c' ".,'.:',,-,' .....,:.:;..-'.'''.,..'','. " ,'. '-" ...".' -:-, '. ..,' " ",.,,-,- ~1;~i;j':;{I~~~I.($1: ::" :......:~::..-..'/,:,.:,,,:>,.:....,:.:,-"'-...,,:.,..........-..;:......:........-.-.':.......'-.;:.."'.::."::'.;:..-.:.:.,;:-::".,..:":;->y:-::,:.,,,::,:,.-:~:: .r, . . ~, 'co. ' - e . . ,;il;;;W;~_./,.~~',~,~., " .. .-$' ';'i_.'~ fC' .,' tf1'{I.'1'~l-1'1;.!11:I.t;'[:U1=1t:II~.liT.n4l'ltf.."'tIliTi1I:f.1i.1"~I'.'11.1;J..""I'llrJ:rlnl'i'~f'U;.!O!;t- .. ....' ."" elsewhere. The~Design/Builder shall allow the City, the City's representatives. agents and employees such access to the site as may be necessary to enable the City to exercise the rights and remedies under this paragraph. All dircct,il'II4ireet HREI 6aRSeEl':.IeR~ial costs of the City in exercising such rights and remedies will be charged against the Design/Sullder. and [I Changc"()rder win be ~ssued by the City incorporating the nec~s~ rf-visions in the Contract Price. Such direct, il.clireet ami eSfl3eqde:"t:ul costs will include but not be limited ~eJ1 an~ ~harges of engineers, architectS. attorneys and other professionals. all court costs and all costs of repair and re lacement of work of others des~~9x~d or 9(lm~.B-ed by correction, removal or replacement of the Design/Builder's Defective Work. The Design/Builder -shall not -be allowed an extension of tile Contract Time because of any delay in perfomlance of the Work attributable to the exercise thc City of the City's rights and remedies hereunder . n,.. , . L . J I~. fI .J....,. ;';c,.l;:,e"""~"~\~'t'.(,-Sh"-\.\ ern.\,-.\- be,e;,\=>onS,blt... -r,:,-f ;:r"Ov\r.ec..."" :1:.O<\<;e{j~el\;t' CO""" '" 13./0 u,i<;;;tlro%etl (Nr"k:~K \'b:'\ 6.u.-<:,,,,-,,"ls. ~e.. ClC1'S~"Ae..,h1M.-l"\r\O'-'Se. ('J.{CTh@'''\()~ '~IZ Work perfomled beyond the lines and grades on the Drawings or approved Design Documents, Conslruction Documents or Shop Drawings and extra work done without written authorization. will. be considered as unauthoril'.:.ed work, and the Design/Builder will receive no compensation therefore. If requiredby the City, unauthorized work will be remcdied, removed, or replaced by the Design/Builder at the Design/Builder's expense. ARTICLE 14 - PAYMENTS TO DESIGNIBUlLDER AND COMPLETION /4. I Determillation 0/ Work Value: 111e Work quantities r~corded on the City of Aspen Engineering Department's Daily Construction Log forms shall serve as the basis for preparation and justification of the progress payments. Payments to the Design/Builder shall be prepared on the City of Aspen Engineering Department's Progress Pay Estimate Fonn on account of Unit Price Work based on the number of un its actually installed complete in place and transferred from the Daily Construction Logs. /4:1 Application/or Progress Paymellt: 14.2.1. Progress payments shall be made once each month as the Work p[ogresses,. when the Design/Builde[ is perfonn'ing: satisfactorily, under- the -terms of the Contract Documents. Said, payments shall be based'upon progress estimates' pr.eparedby the' Engineer, of the value of work performed- and materials placed in accordance v,dl'h the Conn"act Documents and the-value of materials on hand in accordance- with these General Conditions. 'The amount of [he progress estimate to be paid to the Design/Builder shall be subject to [he following: 1~.2.1.1. STANDARD RETAlNMENT. The City shall make a deduction from the progress estimate in the amount considered necessary to protect.the interests of the City, pursuantto Section 24-9 J -lO3, CRS. 1113t amountlo be retained shall be 10% of the value of the completed work. No further retainment shall be withheld ifth< Design/Builder makes satisfactory progress in the Contract Work. The amount retained shall be in effect until such [in" as final payment is made, with the following exceptions: a) When one hundred Percent (tOO%) of the Work has been complete, the Engineer may, at hislher discretion, reduce the retained amount to Five Percent (5%,1 of the total Work value completed. b). Upon one hundred percent (100%) completion and acceptance of the project, the Engineer may reduce the retainment to Five percent (5~) of the original contract amount. In addition to standard retainment., the City shall withhold funds for claims against the Design/Builder filed by Subcontrabtors and Suppliers, pursuant to Section 38-26- t 07, CRS. . 14.2.2. NO PAYMENT A progress payment shall not be made when the total value of the w9rk done since the last estimate amounts is less than $500.00. ':'.:~" c.,..............................c..........~.. - !:~..!:tj'.1.l~[;JII't " . '," - " ' " ' , .-' " ," ,", ' ' , "" "'I._!' -';':, "',.' ,. -- '; ',-, ,_,- _ :' . -. ", .- ;c...' ,',_'" ":',' .c' ,~" '.' _ --, .":,, - ,;,;, . :': "', ': '- '""""., ~" . e . e ,/ ';:i'-1-., .....;,., ef1H-l ',:.\:1.[;1 11::1 C1::!,II,:1 r.~ I tr.rili".Uol 1~'1liTi ~_~ ~~',Jj~~~ ~r;l..~,I~ltI~~ffilr.1 .Wll;l..... .. 'i.; ',"l""', 14.2.3. L.UMP SUM ITEMS. All lump sum Bid items shall be paid on a pro-rata basis detennined by the perc"ntage of the total Work completed or if the Bid item is installed or completed One Hundred Percenl (/00%) in place and accepted by the Engineer. 14.2.4, SUBCONTRACTOR PAYMENTS. In addition to the other requirements regarding subcontracting the Work, the Design/Builder is responsible for prompt payments to all Subcontractors. As a minimum, the Design/Blillder is respon.sible for prompt payments to all Subcontractors. As a minimum. the Design/Builder shall incorporate provisions in all subcontracts to satisfy the following requirements: 14.2.4.1. The DesignlBuilder shall make payments to all Subcontractors at least once each month as the Work progresses, when the Subcontractor is performing satisfactorily under the terms of the Contract DOl,uments between the DesignlBuilder and Subcontractor; 14.2.4.2, Payments to Subcontractors shall be based on all moneys due the Subcontractor under the tenns of the contract between the DesignlBuilder and Subcontractor; The Design/Builder shall make paymenis to Subcontractors within 10 days of receipt of the City's payment to the DesignlBuilder; Subcontractors and lower tier Subcontractors shall make payments to their Subcontractors, according to the requirements above and shall make payments within.\ 0 days of receipt of payment from the next higher tier. 14.3 Design/Bllilder's Warranty of Tille: n,e DesignlBuilder warrants and guarantees that title to all Work, materials and equipment covered by any progress pay estiniate approved for Payment, whether incorporated in the Project or not, will pass to the City no later than the time of payment free and clear of all Liens. 14.4 Engineer's Review of Progress Payments. 14.4.1. The Engineer's recommendation of any payment requested in an Application for Payment will constitute a representation by the Engineer to the City,based on the Engineer's on-site observations of the Work inprogre.ss and on the Engineer's review of the pay estimate fonn 'and the accompanying data and schedules that the Work has pr"gressed to the point indicated; that to the best of the Engineer's knowledge, infonnation and belief, the quality of the Work is in accordance with the Contract Documents (subject to an eyaluation 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 final detennination of quantities and classifications for Unit Price Work in the Bid Proposal fonn, and to any other qualifications stated in the recommendation); and that the DesignlBtIilder is .entitled to..payment of the amount recommended. However, by recommending any such payment the Engineer will not thereby be deemed to have represented that exhaustive or continuous on-site inspections have been made to check the, quality or the quantity of the Work beyond the responsibilities specifically assig;,ed to.the Engineer in the Contract Documents or that there. may not be other matters or issues between the parties that might entitle the DesignlBuilder to be paid additionally by thc City or the City to withhold payment to DesignlBuilder. 14.4.2. The Engineer may refuse to recommend the whole or any part of any payment if, in. the Engineer's opinion, it would be incorrect to make such representations to the City. The Engineer may also refuse to recommend any such payment, or, because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify. any such payment previously recommended, to such extent as may be necessary in the Engineer's opinion to protect thl, City from loss because: 14.4.2.1. The Work is Defective, or completed Work has been damaged req~iring correction or replacement; ;,~t~" e . . ".' .' .,,',-,..,," .. .....:,.,...,.-.,....... en~..l,..:.\..itl~ID.I:'l~II=1t:II.r.r.-ron4l.11\.."1II(.lI:F.lI.''t'/o...III!;l....1I.lIf.1:mll'i':I"":.1ej~ ,_.. .... .,." ,',' ',._" .. .., .,.,..',..".....".'.....1'....... -,'" ':':':::,::;: .!irr' 14.4.2.2. The Contract Pri,ce has bee,t reduced by Written Amendment or Change Order; 14.4.2.3. The City has been required to correct Defective Work or complete Work in accordance with paragraph 13.9.; or, 14.4.2.4. Orlhe Engineer's actual knowledge of the occurrence orany orthe events enumerated in Article 15. The City may refuse to make payment of the full amount recommended by the Engineer because claims have been made against the City on account of the Design/Builder's perfonnance or furnishing of the Work or Liens have been filed in connection with the Work or there are other items entitling the City to a set-off against the amoun! recommended, but the City must give the Design/Builder immediate written notice (with a copy to the Engineer) statinp. [he reasons for such action, 14.5 Substantial Completion: 14.5 .1. The date accepted by the City when the construction of all Work items in the project or a specified part thereof is Q, f2, In., r.:IJ aa 86 ea,l: .(/89%) completed, in accordance with the Contract Documents, so that the project or specified () 0 part can be utilized for the purpose for which it is intended shall establish substantial completion for the project or for" Yr/'\ specified part. 14.5.2. \\~len the Design/Builder considers the entire Work ready for its intended use, the Design/Builder shall coordinate with the City an inspection of the Work and conduct such tests as required to ensure the Work meets or exceeds all Performance Standards to help determine the status of completion. If the City does not consider the Work satisfactorily complete, the Engineer shall notify the DesignlBuilder in writing giving :the reasons therefore. There shall be a Punch List of the items to be completed before final inspection and final payment At the time of delivery of the completed- punch list items, the City must conduct a final inspection and upon acceptance by the City, the DesignlBuilder shall deliver a fully executed Claim Release form to facilitate the project closure. 14.6 Partial Utilization: Use by the City. of any finished part of the Work, which has spec'ifically been identified in the Contract Documents, or which the City, the Engineer and the Design/Builder agree constitutes a'separately functioning and uscable part of the \\','rkthat can be used by the City with'out significant interference with the Design/Builde(s performance of tht: remainder of the Work, may be accomplished prior to Final Completion of all the Work subject to the following: 14.6. \. The City at any'time may request the Design/Builder in writing to permit the City to use any such part of the Work whiCh the City believes to be ready for its intended use and substantially complete. If the DesignlBuilder agrees, the DesignlBuilder will certify to the City and the City Engineer that said part ofthe Work is substantially complete. /4.7 Fillal/llspectiOlls: Upon \winen notice from the Design/Builder that the entire Work or an agreed portion thereof is complete, the City will make a fmal inspection with the Engineer and the Design/Builder and will notify the DesignlBuilder in writing of all particulars in which this inspection reveals that the Work is incomplete or Defective. The Design/Builder shall immediately take such measures as are necessary to remove and eliminate all such deficiencies. All deficiencies or incomplete Work items shall be recorded by the City Project Inspector on a Punch List Sheet(s) and dis<<.ibuted to the DesignlBuilder and the Engineer immediately. '. I .' 14.8 Final Progress Payment: 14.8.1. After the DesignlBuilder has completed all such corrections to the satisfaction of the City and delivered all maintenance and operating instructions, schedules, guarantees, as-built documentation (as provided in paragraph 6.12) and other documents _ all as required by the Contract Documents, and, after the City has indicated that the Work is ,. :,'::','.:"-',,' ,:C. ,..... _.:>.- -. .. ".- :.':.....,",.,:.,..,..,:.""",",..,.., i~:.J~~.6:rj~~.,--.;r;r.r~&:~ .. t. .., -,- ..' .. ..... .. ...:.":-..:.,,..,.,....,.,.-:.".:\.. :, ,_, :/,f~.;...;;,,;:;-,:;,,:;;.:;.:;~,i:, ,~, .. ,. , -.~.: . :';~::'::,::,,~''',:;'",,' Y'"-> :", , . 0, , 1'..,.'...... :',. .;, ''F~.. :': ;'~: , ' '" ,:" ".' . : e . . -rll'I.l;.:.\-"1.[=lII:I.-=1:.JII:.lr.II-r.TlTinll.II}......~:F.Ti.'II'Io..II.I*lI.1.,,':[lJIr..;.cfll[=ltI~ acceptable, the Design/Builder shall deliver to the Engineer a fully executed andnotari.zed Claim Release Form and the City Engineering Department will advertise for project closure and release of the final retailll11Cnt. The final pay estimate \,{ill consist of retainment amount only. Final payment will be released following a thirty (30) day waiting period from the date of the second publication of the advertisement for final settlement and closure if no verified claim has been filed with the City. /4.9 Settlemeflt Date, Notice to Subcontractors, Acceplllllce (IntI Final Paymeut: If, all the basis of the Engineer's observation of the Work during construction and final inspection. and the Engineer's revie\v of the final progress Payment and accompanying documentation - all as required by the Contract Documents, the Engineer represents to the City that the Work has been completed and the City is satisfied that the Work has been completed and the Design/Builder's other obligations under the Contract Documents have been fulfilled, the City shall cause to be published on two (2) consecutive weeks in the weekly editions of the Aspen Times, a public notice.setting a final settlement date; which said settlement date shall be at least ten (10) days after the second publication. Said notice shall advise all persons, co-partnerships, associations of persons, companies, or corporations that have furnished labo~, provisions, materials, team hire, sustenance, or other supplies used or consumed by DesignIBuilder or his Subcontractor(s), that they may file a claim with the City, at any time up to and including the time of final settlement. Upon filing of any such claim, the City shall withhold from retainment withheld in accordance with the Contract Documents, to insure the payment of said claims until the same have been paid or such claims as filed have been withdrawn, such payment or withdrawal to be evidenced by filing with City a receipt in full or an order for withdrawal in writing and signed by the person filing such claim or his duly authorized agents or assigns. Such funds shall not be withheld longer than Ninetv Davs following the daie fixed for flIlal settlement as pub.1ished unless an action is commenced withinth~t time to enforce such unpaid claim and a notice of Lis Pendens'is'"fi.fed with the City. At the expiration of such'ninety'day period, the City shail pay to Design/Builder such moneys and 'fluids as are not subject of suit and Lis Pendens notices and-shall retain thereafter, subject to the final outcome thereof, only such balance of- funds [Q insure the payment of judgments which may result from such suit. 14.8.2. If, the remaining balance to be held by the City for Work not fully completed or corrected is less than the retainage set forth at paragraph 14.2., and if Bonds have been furnished as required in Article 5, the written consent of the surety to the payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Design/Builder to the Engineer. Such payment shall be made under the terms and conditions go\"~mingfinal. p~Yf!1ent,- except that it shall not constitute a waiver of claims. /4./0 Desigll/Blli/der's COlltilllling Obligatioll: The Design/Builder's obligation to.perform and complete the Work in accordance with the Contract Documents shall be .1bsL)lute. Neither:.recommendation of any progress or final payment by the Engineer, nonhe'..issuance of a certificate of Subsrantial Completion, nor any payment by the City to the Design/Builder under the Contract Documents, nor any act of acceptance by. the City nor any failure to do so, nor any review and approval of a Shop .Drawing or sample submission, nor the issuance of a notice of acceptability by the Engineer pursuant to paragraph' 14.9, nor any correction of Defective Work by the City will constitute an acceptance of Work not in accordance with the Contract Documents or a release of the DesignfBuilder's obligation to perform the Work in accordance with the Contract Documents. /4.// Liqllidated Damages: 14.11.1. TIME FOR COMPLETION: It is hereby understood and mutually agreed, by and between the Design/Builder and the City, that the date of beginning Work and the time of completion as sp~.:ified herein are essential conditions of the Agreement. The Design/Builder agrees that said Work shall be prosecuted regularly, diligently, and at such rate of prL1gress as will e.nsure completion within the time(s) specified. [t is eXI!'ressly understood and agreed, by and between (ll~ Design/Builder and the City, that the time(s) for completion of the Work described herein are reasonable time(s) for the completion of the Work, taking into consideration the average climatic conditions prevailing in the locality of the Work. '1;J'~tAiWtI&T'-:l:I!~lt- .'. /i, /I'./.Y{" A . ...._,.-., - -' -. .,- . . ...-. .',. ,... ".' .., ...; ..... " ~ " . . . . I J,;~ ~J .... ..:' '.~ ,.. . . . e . . ;,- :.:ir.~i;';:"", ~ . ,..... _ -.' City of Aspen - General Conditions for Part Two of Cesign/Build Projects ' ", -""'.,,:-,,'"'-''' "';~,~'.-_(' -r,e.', 14. i \.2, TIME IS OF THE ESSENCE TO THE AGREEMENT: It is further agreed that time is of the essence in completing the Work, and that the Project Work Schedule referenced at paragraph 6_9. and the Submioal Schedule referenced at paragraph 6.3. and all dales set forth therein and where in the Contract Documents, an additional time is allowed for the completion of the Work, the new time limit fixed by such extension shall be of the essence of the Contract. 14.11.3, LIQUIDATED DAMAGES: Substantial Completion of the Construction Phase are of paramount importance to the City. IrallY portion of the Work is not completed in accordance with any time extensions granted by the City, the City will suffer damage, the extent of'which will be impractical and extremely difficult to estimate accurately. Therefore, as part of the consideration for executing the Contract, it is hereby agreed that the Design/Builder shall pay to the City the amounts specified in the Liauidated Dama'{es Farm included in the Contract Documents. This particular provision shall not be constnied as a penalty upon said DesignlBuilder for failing fully to complete said Work as agreed in the Proposal and Contract Documents nor is it intended, b~t as Liquidated Damages to compensate the City fo, ;ill costs incurred as a result of such breacl) ~f (:ontract. . . ! 14.11.4. DELAYS IN \VORK CClMPLETIO'N OF CONSTRUCTION PHASE: Subject to the terms of "Excusable Delays", as contained in. Section 14.11.6:ofthe General Conditions, the DesignlBuilder expressly agrees to pay the City as a reasonable estimate of just.compensation for damages contemplated with the clause,the amount set forth in the Liquidated Damages Form for each consecutive calendar day that Substantial Completion is delayed in the Construction of the project. In no event shall the total amount of liquidated ,d.amages, exceed Twentv Perc~nl (20%) of the total Contract Price fQr the Construction. .' .. " 14,11.5. DELAYS n<1 SUBMlTIAL OF AS~BUILT DOCUMENTATION: Should the DesignlBuilder fail to make delivery of the as-built documentation covered in the Contract Documents prior to release of the fmal payment, it shall. pay liquidated damages to the City the amounts equal to preparation cost of the As-Built drawings by the City and'its Engineers and Surveyors. 14. i 1.6. EXCUSABLE DELAYS - FORCE MAJEURE: If, by reason of Force Majeure, any party hereto shall be rendered unable wholly or in part to carry.outitsObligations undeithis Agreement then such party shall give notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after occurren.co of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Mojeure, shall be suspended during the .continuance of the liability then claimed, but for no longer period, and any such party shall remove .or overcome such inability. 'with all reasonable dispatch. The term Force Majeure as employed herein. shall mean acts_of God, strikes, lockouts, or other industrial disturbances, acts of public. enemy, orders of any kind of the Government of the United States or the State of Colorado or any political subdivision, except the City, or <"lny civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, tlooCls, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions,breakage - or occidents to machinery, pipelines, or canals, or other causes not reasonably within the control of the party claiming such inability, It is understood and agreed that the seoiement of strikes and lockouts shall be entirely within. the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be' remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing Part:' or parties when such seolement is unfavorable to it in the judgment of the party having the difficulty.. 1-1, 11,7. CUMULATIVE REMEDY: The liquidated damages referred to herein are intended to be and are cumulative illld shall be in addition to eveI)' other remedy now or hereafter enforceable at law, in equity, by statute, or under con rract. .-\.RTlCLE 15 - SUSPENSION OF WORK AND TERMINATION 15.1 City May Suspend Work: The City may, at any time and without cause, suspend the Work or any portion thereof for a period of not more than ninety days by notice in writing to the Design/Builder and will fix the date on which work will be resumed. The -. / . , "',"_, '-'.":'_"::' _ ., C82-971.doc -. Page4l.'" ....' . . _' -:"'f '.-' "",_: '.':' _,c." ,:,:.," "'-:~:.'l",':'.~?,:"~",,,,~"";i" e . . .; ,"",.', , ~~.'l':'\.:l'I:jllD.q:.lIl:.lt:lltr.Iilin"'II"'foTiI :F-li.I'II~'.',II"*t(~_~11.:~r....t'JI:.t..1.. ,........::J Design/Builder shall resume the Work on the date so fixed. The Design/Builder shall be,allowed an increase in the Contract Price or an extension oflhe Contract Time, or both if the Consecutive Cal~ndar Davs are used to complete the Work, directly attributable to any suspension if the Design/Builder makes an approved claim therefor as provided in Article II. Other Work suspensions such as delayed start or phased construction shall not entitle the Design/Builder to any compensation of payment or lime. /5.2 City May Terminate: Upon the occurrence of anyone or more of the following evenlS: 15.2.1. If the Design/Builder co.mmences a voluntary case under any chapter of the Bankruptcy Codr Critle II, United States Code), as now or hereafter in effect, or if Design/Builder takes any equivalent or ,,,milar action by filing a petition or otherwise under any other federal or state law in effect at such time relating to the bankruptcy or insolvency; 15.2.2. If a petition is filed against Design/Builder under any chapter of the Bankruptcy Code as now or _ hereafter in effect at the time of filing, or if a .petition is filed seeking any such equivalent or similar relief against DesigrilBuilder under any other federal or state law in effect at the time relating- to bankruptcy or insolvency; 15.2.3. If the DesignlBuilder makes a general assignment for the benefit of creditors; 15.2.4. IfatrUstee, receiver, custodian or agent of Design/Builder: is appointedund~rapplicable law or. under contract, whoseappointrnent or authority to take charge of property of DesignlBuilder is for the purpose of enforcingaLie~.against such property or for the purpose of general administration;ofsuch property for the benefit of DesignlBuilder's creditors; 15.2.5. If the DesignlBuilder admits in writing an inability to pay its debts generally as they become due; 15.2.6. If the-Desigi1lBuilder persistently fails to perfonn the Work in accordance with the Contract Documents (iI)c1uding but not limited to, failure to supply sufficient skilled worker;Lorsuitable materials or equipment Or failure to adhere to the progress schedule established under paragraph 2.9 as revised from time to time); 15 _2.7. If the Design/Builder disregards Laws or Regulations of any public body having jurisdiction; 15.2.8_ If the Design/Builder disregards the authority of Architect; or, 15.2.9. If the DesignlBuilder otherwise violates in any substantial way any prdvisions of the Contract Documents: l11e City may, after giving the DesignlBuilder (and the surety, if there be one) seven days written notice and to the extent pennitted by Laws 'and Regulations, tenninate the services of DesignlBuilder, exclude the DesignlBuilder from the site and take possession of the Work and of all the DesignlBuilder's tools, appliances, construction equipment and machinery at the site and use the same to the full extent they could be used by the DesignlBuilder (without liability to the DesignlBuilder for trespass Or conversion), incorporate in the Work all materials and equipment stored at the site or for which the City has paid the DdignlBuilder but which are stored elsewhere, and fmish the Work as the City may deem expedient. In such case the-DesignlBuilder shall not be entitled to receive any further payment until the Work is finished~ If the unpaid balalJ.ce of the Contract Price exceeds the direct, indirect and consequential costs of completing {he Work (including 'nit Ret lirRiteEl ta fees and charges of engineers, architects, attorneys and other professionals and colirt and arbitration costs) such excess will be paid to the Design/Builder. If such costs exceed such unpaid balance, tile DesignlBuilder shall pay the difference to the City. Such costs incurred by the CitY will be approved as to reasonableness by the Engineer and incorporated in a Change Order, but when exercising any rights or remedies under tllis paragraph the City shall not be required to obtain the lowest price for the Work perfonned, ',,"r' -"):Y4:tjrr.~~im!l~~.~.:~.' ---~~. ;,. '". ". .. ....,;. .......", i,'r',,~""';"'''''''''' . ..... "."",'_..",,>. ..... ,....,;,.: ,;, '''';.'''' , .': '._:- L' ,,- ,. " " '..' ,"," -:. '_ , I e . . ., . enmr;\-1"I~~~~~'I~~~I'~~~(I:'.}I~~~.~~.~~:~,~'II.I:J.~['II,j:m1r.I:lf"I[~.~,': "";'." ';,~..: ,,.,, :"";~:-';~',~\ lIIIIII 15.2.10. Where the Design/Builder's services have been so tenninated by the City, the tenllination will not affect any right5 or remedies of the City against the Design/Builder then existing or which may thereafter accrue. Any retemion or payment of moneys duc the Design/Builder by the City will not release the Design/Builder from liability. 15.2.11. Upon seven days' written notice to the Design/Builder, the City may. without cause and without prejudice to any other right or remedy, elect to abandon the Work and temlinate the Contract. In such case, the Design/Builder shall be paid for all V.,fork executed and any expense sustained plus reasonable termination expenses. J 5.3 Design/Builder May Stop Work or Terminate: If, through no act or fault of the Design/Builder, the Work is suspended for a period of more than ninety days by the City or under an order of court or other public authority, then the Design/Builder may, upon seven days written notice to the City and the Engineer, tenninate the Contract and recover from the City payment for all Work execuled ""d installed in place and any expense sustained plus reasonable,. tennination expenses. The provisions of this paragraph .shall not relieve the Design/Builder. of the oblig~tions under Article 6 to carry on the Work in accordance with the p(ogress schedule and without delay during disp~tes and disagreements with the City. 15.4. Termination oj Professiollal Design Services. Prior to termination of the services of the Architect or any other design professional designated in the Part 2 A'greement, the DesigniBuilder shall, ide!1tify lathe Ci,ty _i!t;".YfF~~~ ~ra:?ther architect or other design professional with resp~ct to whom the City has no reasonable objection, who wil(provide the services originally to have been provided by the Architect or other design professional whose service5are-'being tenninated. ARTICLE 16 - MISCELLANEOUS 16.1 NOlldiscril1~il1ation During the' perfomlance of this Contract, theD~signIBuilder"agrees as follows: 16.1.1. The Design/Builder will not discriminat~,~gainstany employee or applicant for employment hecause of race. color. religion, ~sex, national origin. age. maritats~Ws;';se"ual orientation. being han~icapped. a disadvantaged person. or a,disabled or Viet Nam era veteran. The D~si~~i1der will take affirmative action to insure that appIi.(:ants are enlployed. and that employees are treated during employment without regard to their race, color, religiOll. sex, n:llional origin, sex, age, sexual orientation, handicapped. a disadvantaged person, or a disabled or Viet Nam era \"eteran. Such action shall include, but 'not be limited to;,the,foU()wing: employment, upgrading, demotion or tT8nsf~r; recmitment or recruitment advertising;, layoff or tenninatiC?,n;:rates of payor other fonns of compensation;, and ,selection for training, including apprenticeship. The DesignlBuilder agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided sellingforth the provisions of this nondiscrimination clause. 16.1.2. The DesignlBuilder, with regard to the Work perfonned by it during the Co'ntrac~ shall not discriminate on the grounds of race. color, religion, sex, national origin. sexual orientation, age. marital status. being handicapped, a disadvantaged person, or a disabled or. Viet Nam era veteran in the selection and retention of Subcontractors, including procurements of materials and leases of equipment. 16.1.3. The DesignlBuilder will, in all solicitations or advertisements for employees placed by or on behalf or ,he Design/lJuilder, state that all qualified applicantS will receive consideration for employment without regard to f3Ct:, color, r'eligion, sex, national origin, sexual orientation, age, marital starns, being handicappd-d, a disadvantaged personJor a disabled or Viet Nam era veteran. 16.1.4. In all solicitations either by competitive bidding or negotiation made by the Design/Builder ror work [0 be perfonned under a subcontract, including procurements of materials or leases of equipment, each pot.c.ntial Subcontracior or Supplier. shall be notified by the DesignlBuilder of the Subcontracto~s obligations under this ContrHct and the regulations relative to nondiscrimination on the grounds of race, color, religion. sex, national origin, sexual orientation, age, marital status, being handicapped, a disadvantaged person, or a disabled or Viet Nam era veteran. ....:(,-., . .........I:~~;~~i;~k~tff~~~. . , ; ~. ., '. ,':' '~." -' " " .. " e . . '.- . ~.[II.l.':'~i'I:lIE2C1:1tl:lr-I.-r.rlT.nll'lI......r.TI:F.Ti.l"'I'.'11,~'~"1l'I.1!L:lJllfi~,~t~)l:.l~~, 16.1.5. The Design/Builder will send to each labor union or representative of workers, with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Design/Builder's commitments under this section, and shall post copies of the' notice in conspicuous places available to employees and applicants for employment. 16.2 Givillg Notice: Whenever any provision of the Contract Documents requires the giving of wrinen 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. /6.3 Computation o/Time: \6.3.1. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period.' If the last day of any such period falls on a Saturday or Sunday or on a day made a legal holiday by the law of the applicable jurisdiction, such day will be omitted from the computation: 16.3.2. A consecutive calendar day of twenty-four hours measured from midnight to the nextmidnight shall constitute a day. A working day is any day: Monday through Friday of each week, also called business day. /6.4 Geueral: Should the City or the DesignlBuilder suffer injury or damage to person or property because of any error, omission or act of the other party or of any of the other party's employees or agents or-others for whose acts the other party is legally liable, claim will be made in writing to the other party within a reasonable time of the ftrst obselvance of such injury or damage. The provisions of this paragraph shall not be construed as a substitute for or a waiver of the provisions of any applicable statute oflimitations or repose. 16.4.1. The duties and obligations imposed by these General Conditions and the rights and remedies, available hereunder to the Parties hereto, and, in particular but without limitation; the warranties, guarantees and obligations imposed upon the DesignlBuilder by the General Conditions, and all of the rights and remedies available to the City th~reunder, are in addition to, and are riot to be construed in any way as a limitationof,-any rights and: remedies ayailable to any or all of them which "are otherwise imposed or availabJe by_Laws or ~~gulations, by speciarw~tY or guarantee or by other provisions of the Contract Documents. and the provisions of this paragraph will be. asetfectiye' as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right and remedy to which they apply. All representations, warranties and guarantees made in the Contract Documents will survive final p3;lnent and termination or completion.ofthe Agreement /6.5 ii/dependent Contractor Status: It is expressly acknowledged and understood by the parties that nothing in this agreement shall result in, or be construed a5 establishing an employment relationship. The DesignlBuilder shall be, and shall perform as, an independent the . DesignlBuilder who agrees to use his best efforts to provide the Work on behalf of the City. No ,agent, employee, or servant of the DesignlBuilder shall be, or shall be deemed to be, the employee, agent or servant of the City. '!he City is interested only in the results obtained under the Contract Documents. The manner and means of conducting .the Work are under the sole control of the DesignlBuilder. None of the benefits provided by the City to its employees including, bU[ not limited to, worker's compensation insurance and unemployment insurance, are available from the City to the employees, agents or servants of the DesignlBuilder. The DesignlBuilder shall be solely and entirely responsible for its aCls and for the acts of the DesignlBuilder's agents, employees, servants and Subcontractors during the performance of the Agreement. THE DESIGNIBUlLDER, AS AN INDEPENDENT DESIGNIBUILDER, SHALL NOT BE ENTITLED TO WORKERs' COMPENSATION BENEFITS AND SHALL BE OBLIGATED TO PAY FEDERAL AND ST ATE INCOME TAX ON ANY MONEYS EARNED PURSUANT TO THE AGREEMENT. ~,--~.!,[~~~ ~ (It . . ~ i~~~;!":,,,,,,"",;'.;;,f~ :;~;.: , .. , r-'~;,(:,.~:,! 1j :,*i;.~ .;:;'~' ',':,,""', .... '........:... ",' """, .. ..,...,'.;,_.;.,c.:....>.'..-...;....._"_....:, .. " ltf1~ti"'1.I=hE:ll.C'I:.Itl:.lt:IU{iJililm.h~...CtTJ:F-li.I\'l.I'}..J=.I~UIlIr,:mlr.l:u.](;lIH.. ..' ",; ..,' ',1 '. ;. .. " .. .. .." .... '. ': .. -;. ,;.., ., .....-,;, ".." -, ; .. ,,' " , "v.~,~ 'f:" i~.,~.l:,^~"- >', -', ',.' .." - ','. '.." .",{ ('", "'" " .0.'" -, ':- .. . ~: ,. ,.!.~. ,. ,.: ~'" i,,: "'-'U',-~;:"', 16.6 Pro/libited I"terest: "::"1 No'member~jbfficcr. or employee' of the City of Aspen, Pitkin'Coul1tyor the Town:ofSnowmass Village.shall !lave any. intercstj;-directoLindirect. in this Agreement or the proceeds thereof. /6.7 '.J1arrunties Agllinst ClJIltillgelll Fees, GflIfllities, Kickback.f allll Conflict (If Interest: The Desigr\!Builder warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement<, upon an ,agreement or understanding for a commisslon,percentage~ :brokerage, or contingency fee, excepting' bon'a fide employees or bona fide established commercial on.' selling' agencies maintained by the DesignlBuilder'for the purpose of securing business_ 16;7;(;, The;gesign/Builder agrees not to give any employee or fonner employee'ofthe City a gratuity or any offer of emlJ1oyr;nen_t:iriconnection with any decision, approval, disapproval,; recommendation, preparation of any part of a prog~l~~~,~~ent, or a ,purchase request, influencing the content o~any:,.sp.~ific,Clti?nor, procurement standard, renderirg:o:f;,~~vice, investigation, auditing, or in any other advisory capacity in llI!Y proceeding or application, request for.j-nal~~_~~fte,~~~in~tion"claim- :,or controversy. or other:_particul~,,:,m~tter,1p~~,~rii,ng,I'.to,JhisAgreem~nt or to any solici~tiorjjft~~oposaltherefor. -. ",,;,' , ";!;:;;:_liI,;.-,L.:.:J'.: ",l.,; ';l<'h.!.~; 16.7 .~. _ltsh~l\be a material breach of the Agreement for any payment"gratuity, or offer of employment to be made by or on.,llel1att;:~f,a Subcontractor under a contract to the prime Design/Builder orhigher tier Subcontractor or any person associ~i~<ri~~rewiih:as an inducement for the award of a SubcimlrliCrOi'()f<lei'-l1i<;D~sigtllBuilder is prohibited from inducil)gtili;W:My'meimsianyperson employed under this'Agreemerit.ilo:igiye,up,liiiy,part:of the, compensation to which he/she'';~:QiIi,e''''ise entitled.!The Design/Builder shall comply with allappl\;;able:\ocal, state and federal "anti-kickback" statutei:{o{ regulations. "" ~~: :' i ',." 16.8PaYI1,ii"tsSllbjectto Annllal Approprialions: :.,~,\~i,'Y~\;"~J', " , . _' . " ",'.:'--<!'."-.I:' ".:, - . '_ .' IftheiA'i!'f~~i'ti):htawardedextendsbeyondthe calendar year, nothing herein s\iall be construed as an obligation by the City.lJ~iOl1~lilpy~ounts that may be, from time to time, appropriatedbylhe (;ityon an.annua1bai;is.lt is understood that'p'a~~jl~1jJndecanYAgreement is conditional upon aruma! appropriationofJimds by said governing body and that befoie,iifB~i4Pi~services,theDesign/Builder, if it so requests, wiUbe advised as to the status offund<appropriated for ser\.k~:~~~g~~~~*~:~t~:~ls' "n~"sJ:tall'~not be obligated to provide servic~s?'or'materials'. forc,which','funcJs'have not been appro~ria~~d-:;',-"!"" 16. 9 De~igq!l!"i1der Acceptance: " ':,:;.; ~>.~; 16.9.I.TIl~illj,~ceptance by the DesignfBuilder of any payment made on the tinal completion ofW?rk under these General' 9~~~itipns, orofariyfinal payment due on tennination,shall CQQstitute;aJull3ildcompleteTeleaseofthe City fromany",,!,Wall c\aims;demands:and causes of action whatsoever.,Which,the:DesignlBuilder, haspr-nJay have against theCitY'unclei.the provisions of these Contract Documents. 16.9.2. No, aCtion shall be maintained by Design/Builder, its successors or assigns, against the City nr the Engineer on any claims based upon or arising out of this Agreement or out of anything done in connection with this Agreement unless such action shall be commenced within 180 days after the date approvalofthefmal progresspayment hereunder, or within 180 days of the tennination of this Agreement. I :C( ;"\ ]1 11. JI J J J ] '1 .I .I Je J . J J J J J J ]. ] I iJ/.[I.,; ;:i'. ~H' . . .,." 'City of Aspen. General Conditions lor Part Two 01 Design/Build Projects t ':]T~:'i~~'~~ln:i;:::'" 16./ (J Successors ([IIll Assigns \:. 'nli~ ^grc~ll1cnt and a~1 of the cov~nants hereof shall inure 10 the benefit of and be bidding upon the City and,~ih'e Deslgn/Bllllder respecttvely and their agents. representatives. employees.. successors, assigns and legal reprcsentati.ves; Neither the City nor the Design/Builder shall have the right to assign, transfer or sublet his or her interest or obligatibns hereunder without the written consent of tile other party. 16./1 Third Parries This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or partj,e,s, except (Q parties to whom the Design/Builder of the City may assign this Agreement in accordance with the specific wriucn consent, any rights to claim dam,,:ge.sor to bring suit, action or other proceeding against either the City or the. Design/Builder because' of any breach hereof or because of any oJ the tenns, covenants, agreements or conditions herein contained. /6./2 ~Vail'er No waiver of default by either party of any !enns, covemmts or conditions hereof to be perfonned, kept and obser~ed by the other party shali be construed, or operate';', a waiver of any subsequent default of any of the teims, covemi~ts or. conditions herein contained, to be perfonned, keptand observed by the other party, . /6. /3 Contract Made in Colorado The Parties agree that this Agreement was made in accordance with the laws of the State of Colorado and shall he so cOl1srmed. Venue is agreed to be exclusively irithecourts of Pitkin County. Colorado. /6./4 At/oriley's Fees In the event that legal action is necessary!o enforce any of the provisions of this Agreement, the prevailing panx s~all be entitled to its costs and reasonable attomeys:.fe~s~ ' :" " 16.15 Wail'er of Presumption This Agreement was negotiated and review~'cI;'i~I"bl.lghthemutual efforts of the parties hereto and the parties:ag~~,:,:tft'M,i '''' c0nsttuction shall be tnade or presumptiol1'Shl'ltarise-for'or-against either party based on any alleged unequ~lcs~(('"-~.; ~ . ,..-., . . ,.-...;,,,,....----'': l1t [he panies in the negotiation, review or drafting: of this Agreement. . . /6./6 Se,'erablllty Clause: I f any provision of the Agreement is S!lbs!'\1~9ntly. deciared by legislative or judicial authority to be ~,!I.~~~I, unenforceable, or not in accordance withapp.1ic~ble laws, statutes, and regulations of the United States of Amer;,;a.or [he State of Colorado, all other provisions o(theAgreement shall remain in full force and effect. ' '. /6./7 Alldit alld Records The DesignlBuilder shall maintain all data and records pertinent to the Work perfonned under this Agr~"ment, in acc0rdance with generally accepted accounting principles, and shall preserve and make available all data and records untii the expiration of three OJ vears. from the date of final payment under this Agreement. or for such longerperio~; if any. as is required by applicable statute or by. other articles of the Contract Documents. The authorized represe~taliyes 01 [he U.S. Department of Transportation, Comptroller General of the United States, the State of Colorado an.d theqity sh311 have access to all such data and records for such time period to inspect. audit and make copies ther<:ofduring ",'mlal business hours. The DesignfBuildeLCO'lenantsandagrees.that it shall require that any Subcontractof.utilizect in,. the perfonnance of this Agreement shall penni! the. authorized representatives of the United States o';paiiiiieni::Of Far ~\C'-~ ~Cl~+ '?~ ~ lA:>cr\~ ~l\ \ ~ 9~" .:; .~'~;I;~!i;ii\;:.J,t~o'~ '-.,:,..-Il---~ :::)):~",I",~1<1"':L'.'r'-":'-'...';" ",,_~->,. ..", ":":::~',j(','I~!:!':::f:l:'~~,:':;f!j:::;,:.riJ;)-!::rn;'i:\!;<~;V~:>;,~'r'~ ,'f:"',;",:;, . ,.' ,.,..,. "J.Pl~,g~,) ,~" - . . . .... ,........... ..' . ............... "':\'\j':"r"i'&,:fi~f~",' .", Ii' >. C r' J . . H ~. ;j , 1 , , Ie, """',!,J':{':"T".". .....\.,;"....... \. "n~.l,~~'1.I;j,~C'(;jIl;r.-,I~ml.~,~~'r.TJ,ir..l~'.L~...,.. .1~i~ldl:fJT1r..;I(.Il=t-1{- :, .r:"." ....,': -"i-'-'" " ' -;',' -.'" ",:';i.;{;t~:Y?Ti~.~,:,~r'r::.~'i';"":' . ",,'. ,.. '..' ,_,-'....."i"_-.' ,:,,; , ~i',"';U,,;';,;:,~:.;~;,;;,: " , ~ . . " / . .1 . ;::':~~':'~';';rr!~!);':~{~;~~:!i:~";i'_7~'" Transportation, the State of Colorado, and the City,tll'Si.rtilarly inspect and audit all data and recordsof.said Subcontractors relating to the pcrfornlance of said Subcontractors -under this Agreement for the same time period. 16.18 AlIIlil 16.18.1. COST OR PRICING DATA: If the DesignjSu'iider i,as submitted cost or pricing data in coi,nectionwith the pricing of any modification to the-Agreement, unless. the pricing was based on adequate price competition. established catalog or market prices of commercial items sold in substantial quantities to the general public, or prices set by law or regulation, the Engineer or a representative of the City shall have the right to examine and audit all books, r:ecords, documents, and other data of the Design/Builder (including computations and projections) re,lated to negotiating, pricing or performing the modification, in order to evaluate the accuracy, completeness, and currency of the cost and pricing data. In the case of pricing any modification,' the authori~d representatives of the U.S. Department of Transportation, and the State of Colorado shall have tne same rights. 16.18.2. A it AILABILlTY: The DesigrilBuilder shall inake available at its offices at all reasonable iimes the materials described in the Contract Documents, for examination.au!li~or reproduction, until three (3) years after final payment under the Agreement, or for any period, if any, as is required by applicable statute or by other articles of this Agreement. 16.18.3. If this Agreement is completely or partially teimmated; the records relating to the Work temlinated shall be made available for three years after any resulting fmal termination payment. 16.18.4. Records pertaining to appeals under the disputes clause or to litigation or the settlement afclaims arising under or relating to the performance ofthisAgreem~nt shall be made available until disposition of such appeals, litigation, or claims. ~6' ~.JV__~ ~()~.\- V~\.,"-"'" WO'\'lrl ();,i\ ~ qR ~ t~~ $/7-, '?('i7 r F -~, 'e,"'!U:;"':;i l;;:r;nr::~"" . ,......x>" . ..'\