HomeMy WebLinkAboutresolution.council.100-00 RESOLIJTION NO. 100
(SERIES OF 2000)
A RESOLUTION OF THE CITY COUNCIL OF ASPEN. COLORADO, APPROVING A
CONSTRUCTION CONTRACT BETWEEN THE CITY OF ASPEN AND FENTON
CONSTRUCTION, LLC, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAID CONSTRUCTION CONTRACT ON BEHALF OF THE CITY OF ASPEN
WHEREAS, there has been submitted to the City Council a Construction Contract
between the City of Aspen, Colorado and Fenton Construction, LLC, a copy of which is
annexed hereto and part thereof.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ASPEN, COLORADO.
Section One
That the City Council of the City of Aspen hereby approves that a Construction
Contract between the City of Aspen, Colorado, and Fenton Construction, LLC, regarding 7~
& Main Street Affordable Housing Project, a copy of which is annexed hereto and
incorporated herein, and does hereby authorize the City Manager to execute said Construction
Contract on behalf of the City of Aspen.
Dated: ~ ~ ~ ,2000.
I, Kathryn Koch, duly appointed and acting City Clerk do certify that the foregoing is a tree
and accurate copy of that reso, latiqn adopted by the City of Aspen,
Colorado,
at a
meeting
,2000.
held ~ ~ Council of the City
Kathryn S. Koffi, City Clerk
CONTRACT FOR CONSTRUCTION
THIS AGREEMENT, made and entered into on July 24~ 2000 , by and between the CITY
OF ASPEN, Colorado, hereinafter called the "City", Fenton Construction~ LLC
, hereinafter called the "Contractor".
WHEREAS, the City has caused to be prepared, in accordance with the law,
specifications and other Contract Documents for the work herein described, and has approved
and adopted said documents, and has caused to be published, .in the manner and for the time
required by law, an advertisement, for the project: 7th and Main Street Affordable Housing
Project, and,
WHEREAS, the Contractor, in response to such advertisement, or in response to direct
invitation, has submitted to the City, in the manner and at the time specified, a sealed Bid in
accordance with the terms of said Invitation for Bids; and,
WHEREAS, the City, in the manner prescribed by law, has publicly opened, examined,
and canvassed the Bids submitted in response to the published Invitation for Bids therefore,
and as a result of such canvass has determined and declared the Contractor to be the lowest
responsible and responsive bidder for the said Work and has duly awarded to the Contractor a
Contract For Construction therefore, for the sum or sums set forth herein;
NOW, THEREFORE, in consideration of the payments and Contract for Construction
herein mentioned:
1. The Contractor shall commence and complete the construction of the Work as fully
described in the Contract Documents.
2. The Contractor shall furnish all of the materials, supplies, tools, equipment, labor and
other services necessary for the construction and completion of the Work described
herein.
3. The Contractor shall commence the work required by the Contract Documents within
seven (7) consecutive calendar days after the date of "Notice To Proceed" and will
complete the same by the date and time indicated in the Special Conditions unless the
time is extended in accordance with appropriate provisions in the Contract Documents.
4. The Contractor agrees to perform all of the Work described in the Contract Documents
and comply with the terms therein for a sum not to exceed TWO MILLION
ONE HUNDRED FORTY-SEVEN THOUSAND, SEVENTY-TWO and xx/100
($ 2,147,072.00. ) DOLLARS or as shown on the attached proposal.
CC1-971.doc Page 1 **CC1
5. The term "Contract Documents" means and includes the documents listed in the City of
Aspen General Conditions to Contracts for Construction (version GC1-971) and in the
Special Conditions, as well as the Line of Credit Agreement between the City and Fenton
Construction, LLC and the Fenton Construction Guaranteed Maximum Price Proposal.
The Contract Documents are included herein by this reference and made a part hereof
as if fully set forth here.
6. The City shall pay to the Contractor in the manner and at such time as set forth in the
General Conditions, unless modified by the Special Conditions, such amounts as
required by the Documents.
7. This Contract For Construction shall be binding upon all parties hereto and their
respective heirs, executors, administrators, successors, and assigns. Notwithstanding
anything to the contrary contained herein or in the Contract Documents, this Contract For
Construction shall be subject to the City of Aspen Procurement Code, Title 4 of the
Municipal Code, including the approval requirements of Section 4-08-040. This
agreement shall not be binding upon the City unless duly executed by the City Manager
or the Mayor of the City of Aspen (or a duly authorized official in his/her absence)
following a resolution of the Council of the City of Aspen authorizing the Mayor or City
Manager (or a duly authorized official in his/her absence) to execute the same.
8. This agreement and all of the covenants hereof shall inure to the benefit of and be
binding upon the City and the Contractor respectively and their agents, representatives,
employees. Successors, assigns, and legal representatives. Neither the City nor the
Contractor shall have the dght to assign, transfer or sublet his or her interest or
obligations hereunder without the written consent of the other party.
9. This agreement does not and shall not be deemed or construed to confer upon or grant
to any third party or parties, except to parties to whom the Contractor or the City may
assign this Contract For Construction in accordance with the specific written consent, any
rights to claim damages or to bring suit, action or other proceeding against either the City
or the Contractor because of any breach hereof or because of any of the terms,
covenants, agreements or conditions herein contained.
10. No waiver of default by either party of any terms, covenants or conditions hereof to be
performed, kept and observed by the other party shall be construed, or operate as, a
waiver of any subsequent default of any of the terms, covenants or conditions herein
contained, to be performed, kept and observed by the other party.
11. The parties agree that this Contract For Construction was made in accordance with the
laws of the State of Colorado and shall be so construed. Venue is agreed to be kept
exclusively in the courts of Pitkin County, Colorado.
12. In the event that legal action is necessary to enforce any of the provisions of this
Contract for Construction, the prevailing party shall be entitled to its costs and
reasonable attorney's fees.
13. This Contract For Construction was reviewed and accepted through the mutual efforts of
the parties hereto, and the parties agree that no construction shall be made or
CC1-971.doc Page 2 **CC1
presumption shall adse for or against either party based on any alleged unequal status of
the parties in the negotiation, review or drafting of this Contract For Construction,
14, The undersigned representative of the Contractor, as an inducement to the City to
execute this Contract For Construction, represents that he/she is an authorized
representative of the Contractor for the purposes of executing this Contract For
Construction and that he/she has full and complete authority to enter into this Contract
For Construction for the terms and conditions specified herein.
IN WITNESS WHEREOF, the parties agree hereto have executed this Contract For
Construction on the date first above written.
CITY OF ASPEN. COLORADOBy:
Title:
RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM:
ATTESTED BY: CONTRACTOR:
Note: Certification of incorporation shall be executed if Contractor is a Corporation, If a
partnership, the Contract shall be signed by a Principal and indicate title.
CC1-971 .doc Page 3 '*CC1
FENTON CONSTRUCTIONs' ~ ~ LLC
CITY PROJECT NUMBER 2000-039
FOR
7 & MAIN
AFFORDABLE HOUSING PROJECT
GUARANTEED MAXIMUM PRICE
TABLE OF CONTENTS
JULY 18, 2000
Exhibit "A" Scope Letter 1
Exhibit "B" Construction Cost Estimate ............. 2
Exhibit "C" Exclusions ................................ 3
Exhibit "D" Clarifications ......... ' ...................... 4
Exhibit "E" Assumptions .............................. 5
Exhibit "F" Allowances ............................... 6
Exhibit "G" Alternates ................................. 7
117 S. M~march Street Aspen. CO 816t
970-920-4623 pb / 97~-920-4629 tax
1
Exhibit A
7th and Main Affordable Housing Project
Workscope Letter
Sun¢ 19, 2000
Mr. Lee Novak
City of Aspen ~ Housing Office
530 East Main St., Lower Level
Aspen, CO 81611
RE: City Project No 2000-039; 7t~ & Main Affordable Housing Project
Dear Lee,
This letter shall confirm our quote to you for the referenced project as well as outlining any
assumptions, qualifications, or exclusions we have made.
Contract Documents
Our price is in accordance with the following documents:
· Specifications, dated May 22, 2000, and Addendum #1, dated Sune 12, 2000
· Gradin~ and Drainage plan by Drexel, Barrell & Co. prepared for Studio B architects
dated May 12, 2000.
· Master Utility Plan by Drexel, Barrell & Co. prepared for Studio B architects dated May
12, 2000.
· Detail of site work by Drexel, Barrell & Co. prepared for Studio B architects dated May 3,
2000.
· Architectural Sheets dated 5/22/00: Al.I, A2.1, A2.2, .42.3, .42.4, A2.5, .42.6, .42.7,
A3.1, A3.2, A3.3, A4.1, A5.1, A5.2, A5.3, A5.4, A5.5, A6.1, A6.2, A6.3, A6.4, A6.5,
A6.6, A6.7, A7.1, A7.2, AEI.0, AE2.1, AE2.2, AE2.3, AE2.4, AE2.5.
· Structural Sheets dated 5/22/00: SI.I, S1.2, S2.0, S2.1, S2.2, S2.3, S2.4, S2.5, S2.6, S2.7,
S2.8, S4.1, S4.2, S4.3, S4.4.
· Mechanical, Plumbing, and Electrical Sheets dated 5/22/00: MI.O, M2.0, M2.1, M_2.2,
M2.3, M2.4, M3.0, E0.1, E0.2, El.0, El.I, El.2, El.
117 S. Mon~Irch SI. reel Asrx:n. CO glfill
970-920-4623 ph / 970-920-4623 fax
2
FENTON CONSTRUCTION, LLC
Landscaping Sheets dated'5/22/00: LI.00, LI,01 L2.00, L3.00, L4.00, L7.00
L7.01 Specification Manual dated 5/22/00, by Studio B architects.
· The price is based on plans and specifications except where otherwise noted or qualified
below. When an allowance is noted, it includes cost for both labor and materials unless
specifically stated otherwise.
The price is based on the plans except where otherwise noted or qualified below. The cost
oftbe work is $2,147,072, which includes our contingency of $34,236.00 and a contractor
fee of 8%.
The following items are included:
Division 1000 General Conditions
Project Supervision and Project Management for 12 months.
· Temporary utilities including temporary site phone, electricity, lighting, and potable
water. (Owner will provide construction water meter and water.)
Temporary office including field phones, copier, fax, and computer.
· Temporary fence around the site with a double gate on the west and south sides for access.
· Temporary walk-ways and barricades if needed.
· Temporary toilets.
· Temporary fire protection.
· First aid, safety program, and safety equipment.
· Job vehicles for on-site superintendent.
· Tools and equipment rental and consumables.
· Layout.
· Rough clean, trash haul, and disposal.
· Finish clean of the site and building.
· Supply to Owner one set of As-bailt drawings and one Operations Manual.
· Job photographs - A computer disc will be provided if necessary.
117 S. 5~[onarch Streel Aspen. CO 81611
970~920-4623 ph / 970-9204629 fax
Exhibit C
Exclusions
1, Bu'flding permits, plan review fees, Sate and Federal permits, tap fees, development fees,
and fees to Aspen Sanitation District, Holy Cross, KN Energy, CATV, and telephone
companies
2. Builders risk insurance.
3, Survey of site to establish legal limits of property lines.
4. Natural gas service, meter, and installatio~
5. Installation of phone and CATV service to the external building panel. The owner shall
contact these utilities to install service.
6. Installation ofpr'nnary electric service or transformer materials for the installation of the
pr'nnary electric service shall be paid for by the owner in agreement with Holy Cross
Electric, including cables and conduits.
7. Relocation of existing utilities.
8. Remedial work to adjacent property utilities and relocation of existing or abandoned lines.
9. Furniture, fixtures or equipment, wall covering, window treatment, specialty faux or
decorative painting.
10. Removal of unsuitable soils, rock removal in excess of two (2) cubic yards in size~ or
untmown subsurface conditions, dewatefmg of site, or removal of subsurface tanks.
11. Removal ofH_aTardous Mater'mls.
12. All testing and inspections.
13. Public improvement bonds
14. Tenant finish of the commercial space.
15. Disconnection agreements with utility companies.
16. Bear-proof dumpsters.
17. Relocation of manholes due to electric or gas installation.
18. L1.00 - Future crosswalk work.
19. Two year landscape maintenance contract.
117 s, Monarcl~ Street Aspen, CO 816 ! l
970~9204623 ph / 970-920-4623 fax
4
FENTON CONSTRUCTION. LLC
20. Electrical specification exclusions:
20.1. Four type E courtyard fixtures
20.2. One G type fixture in each bedroom
20.3. One H type fixture in each living room
20.4. One H type fixture in each bath
20.5. One F1 type fixture in the kitchen and change remaining F1 to a 1 X 4
decorative florescent.
20.6. Six WP GFI in parking area
21. Second year warranty. One-year warranty included.
22. Performance, Payment, and Warranty bonds.
ltTS. Mo~mrehStree~ Aspen. CO 81611
970-920-4623 pb / 970-920~629 fax
5
FENTON CONSTRUCTION, LLC
Exhibit D
Clarifications
· All contractors change orders will be billed at cost plus 8% to cover profit and
overhead, plus 1% for liab'flity insurance.
· Not all electrical fixtures were specified Type C, Type F-I-2-3-4, Type G, Type H,
Type J, Type K, Type L, X-l, X-2 will be carded as an allowance in our electrical
number.
· Sierra Pacific Windows will be used in lieu of Eagle Windows.
· PVC piping will be used for all drain, waste, vent, and roof drainage piping.
· Disposal of weed-contaminated soil ($4,662.00) has been included in Div. 2 price.
· Sitework clarifications:
o Fill haul-off to highway project instead of the dump.
O Core drilling and connecting sewer to existing man hole.
O Common backfill compacted in areas not under concrete slabs.
O Water services connected at one location each for two buildings.
- With these changes, the site work price decrease fi:om $178,552 to $153,265.
· Roofing system clarifications:
O In lieu of 26 ga. use 24 ga. sheet metal flashing with 25-year, three-tab shingle
system
O In lieu ofVersico TPO membrane roofing, install Tamko speicification 102FtL
O In lieu of Berriage Standing Seam roofing, install asphalt shingle system.
O In lieu of Koch waterproofing membrane system, install W.R. Grace Procor
waterproofing.
- With these changes, the roofing price will decrease fi:om $199,305 to $1'/2,145.
117 S. ~,~romtrch Street Aspen, CO 81611
970-920-4623 I~l~ / 970-920~629 fax
6
FENTON CONSTRUCTION, LLC
· Electrical Clarifications:
O Fixtures are alternates to the ones specified and described.
O Devices are regular grade Decora type.
O Subfeeders are in SER cable.
O Romex is used per the NEC.
o Excavation and backfill are excluded.
o Two pole lights are included but concrete bases and painting are excluded.
- With these changes, the electrical price will decrease from $259,100 to $178,790.
l}?S. Monarch Street Aspen. CO 81611
970-920-4623 ph / 970-920-4629
'7
FENTON CONSTRUCTION, LLC
Exhibit E
Assumptions
If Architect or Development Manager change information contained in shop drawings,
or submittals which alter or amend the contract documents, the changes made by the
Architect or Development Manger shall constitute a revised contract document.
· Submittals may need to be reviewed in a period less than 2 weeks in order to keep the
project on sebedule. Contractor will coordinate review'with the Owner in a manner
that is reasonable,
· Certain natural materials snch as stone, marble and granite, exterior and interior wood
and natural materials and as such will have a degree of variance in color, texture and
finish.
· Contractor will not be responsible for damage of any subsurface utility, if utility
locates do not locate said utilities.
· Specified cover on water and sewer mains is subject to Civil Engineer coordinati~g
final grades shown on drawings and the specified inverts and existing depth of water
mains and sewer mains.
· If changes to project design are made, after shop drawings are commenced for any
aspect of the work, additional charges to revise shop drawings may be required.
· In the case ora conflict within the contract documents, the most expensive option is
not necessarily included: what can be reasonably inferred from the contract documents
will be included.
· Contractor has not included any costs for receiving, unpacking, installing or protecting
Owner furnished items, or disposing of waste generated by or repairing work
consequently damaged by Owner subcontractors or Owner furnished and installed
items.
1 t7 S. _~ormrch Street Aspera CO gl61 {
970~920~4623 pt~ 970-920-4629 fax
$
FENTON CONSTRUCTION, LLC
· Fenton Construction -&ill not accept any responsibility for concealed conditions.
These conditions may affect price and the time of completion.
· Contractor shah make cepies of weekly Subcontractor meetings available to Architect,
Owner or Development Manager at the project site and shall not distribute
automatically.
· Addendum supplied to all Contractors t~om the Housing Authority will become part of
the documents supplied.
· Eight bike Bops per the drawings and specifications are included in the price. The
price per loop is $42.00 plus $50.00 per loop for installation.
· In order to achieve the contract price certain changes have been made to the
specifications. It is Fenton Constmction's understanding that both the owner and the
architect have agreed to these changes and will continue to work with Fenton
Construction in maintaining the contract price.
S. Monarch Street Aspen. CO 816!
970-9204623 ph / 970-920-4629 1~
9
FENTON CONSTRUCTION, LLC
Exhibit ,F
Allowances
Door hardware in sections 08710-1, 08710-2, 08710-3, 08710-4, 08710-5, 08710-6,
08710-7 was figured at $90.00 per door for a total allowance of $5,205.
,, Toilet accessories as described on page 0121.0-2 of the specifications book will be
carried at $100.00 per unit for a total allowance of $I,100.00 this includes medicine
cabinets & mirrors.
· Carpet was figured at $20.00 per yard for a total allowance of $2,650.
· Grab bars at $250.
· It is Fenton Constructions understanding that the project will begin in August 2000.
In our proposal we have carried an allowance of $7,500 for winter protection~ If the
project is delayed the winter protection allowance will have to be increased.
· $5,000 for Heat tape, for roof ice melt, at gutters and downspouts.
117 S. Ntonarch Street Aspca, CO 81611
970-920-4625 ph / 970-920-4629 fax
10
FENTON CONSTRUCTION, LLC
Exhibit G
Alternates
Alternate No. 1: Section 02780 - Landscape Pavers
Delete flagstone pavers at courtyard. Add concrete walk.
Accepted - included in base bid
· Alternate No. 2: Section 02920 - Lawns and Grasses.
Delete sod at lawns. Add seeding for lawn areas.
Accepted - included in base bid
· Alternate No. 3: Section 03300 - Cast in Place Concrete.
Delete cast in place concrete foundation walls. Add "Superior Wall" prefabricated
foundation system.
Declined
Alternate No. 4: Section 03300 - Cast in Place Concrete.
Delete shallow firost-protected foundation at slab of grade locations. Provide conventional
footing and t~ost wall.
Accepted - included in base bid
· Alternate No. 5: Division 15 Sections as necessary.
Delete solar domestic hot water system, including collectors, mounfmg racks, storage
tanks, piping, pumps, and associated controls and wiring. Add hot water heaters, pumps
and/or storage tanks as indicated on mechanical drawings of alternate system.
Declined
117 S. Monarch Streei Aspen. CO 816I I
970-920-4623 ph / 970-920-4629 fax
11
Estimator P FeMon
Duration
Bid date 7/13~000 4:00 PM
Report format $oded by 'Group phase/Phase*
'Detail' summary
~enton Construction, LLC Stahdard Esti~late Report Page
7th & Main 7/18/2000 4:38 PM
~- L~ ~-~ateH=l--~ ~" Subcontract 7 I Othqr I ~
Item Description Takeoff Qty Amount Amount Amount Name Amount Amount
tO00 General Cenditions
1100 Supervision
1100 Supervision 1.00 sum 78.000 78,000
1101 project Manager 1.00 Isum 50,000 50,000
1120 Building Permit (By Owner)
1125 Builders Risk (By Owner)
1130 Tap Fees ( By Owner)
General Conditions f44,000 60,486 4,500 0 208,985
Fenton Construction, LLC standard Estimate Report Page 3
7th 8, Main 7/18/2000 4:38 PM
~ ~ I Subcontract II _mhe_r I ~
Item Description Takeoff Qty Amount Amount Amount Name Amount Amount
2000 SITEWORK
2200 Earthwork
2200 Ear~hworkSub 1,00 sub - ~ 107~202
SITEWORK 4~$00 ~'$0 f45,302 0 150,882
3000 CONCRETE
CONCRETE 2,500 800 95,046 0 98,346
5000 STEEL
STEEL 3,500 3,000 78,690 0 82,190
6000 WOOD & PLASTICS
Fenton Construction, LLC Standard EstimateReport Page 4
7th & Main 7/18/2000 4:38 PM
~abor I ~ ~' Subcontract ~ ~ I~'~'~r ~
rte~ Description Takeoff Qty Amount Amount Amount Name Amount Amount
WOOD & P~S~CS 35,~20 223~ 768 23Z650 0 491,938
7000 THERMAL.MOIST PR
Fenton Construction, LLC Standard Estimate Report Page 8
' 7th & Main 7/18/2000 4:38 PM
Item DescHptlon Takeoff Qty Amount Amount Amount Name Amount Amount
s~mants t5,0~ 3,500 t8,500
THERMAL-MOISTPR 18,000 3,500 153,645 0 172,145
8000 DOORS & WINDOWS
DOORS & WINDOWS 0 43,000 0 0 43,000
9000 FINISHES
FINISHES 9,700 0 160,618 0 170,318
10000 SPECL CONDITIONS
SPECL CONDITIONS ' 400 1,086 1,200 0 2,686
11000 EQUIPMENT
EQUIPMENT 5,500 25,267 0 0 30,767
15000 MECHANICAL
MECHANICAL 0 0 164,872 0 164,872
16000 ELECTRICAL
Fenton Construction, LLC Standard Estimate Report Page 6
7th & Main 7/18/2000 4:38 PM
300 Electrical Sub (B&B) t.00 suo 178.7~ 178.790
ELECTRICAL 0 0 2t2,790 0 212,790
f8000 ALLOWANCES
ALLOWANCES 0 9,205 f2,500 0 21,705
19000 iNSURANCE/PERMITS/MISC
Fenton~ Construction, LLC Standard Estimate Report Pege ?
7th & Main 7/18/2000 4:38 PM
Estimate Totals
Total
THE CITY O]~ ASPEN
SPECIAL CONDITIONS - PART ONE
for
7a and Main Street Affordable Housing Project
Project No. 2000-039
1,0 GENERAL:
Clarification of Terms: The Special Conditions are intended to specify and
provide additional description, clarification, or conditions that are applicable to this
Contract. These Special Conditions amend or supplement the Standard General
Conditions of the Construction Contract and other provisions of the Contract
Documents as -indicated below. All provisions which are not so amended or
supplemented remain in full force and effect.
2.0 CONTRACT TIME
2.01 A written Notice of Award will be issued by the City by 10:O0 a.m.., 17 July 2000,
and the Contractor shall pick up three (3) sets of the blank Contract Documents on
the same day and execute all necessary pages of the contracts and their required
documents and submittals, and deliver them to the APCHA by 10:00 a.m., July 19,
2000, and shall start the Work within twenty-one (21) consecutive calendar days of
the date of the Bid Award by the City Council and after attending the Pre~
Construction Conference (Notice to Proceed). Tl~e City of Aspen has set the date
for Pre-construction Conference on 26 July 2000, at 9:00 am at the Housing Office.
2.02 Following the Notice to Proceed, the Contractor shall execute the Work with due
diligence and shall fully complete in every detail of the Work to be done under this
Contract within 365 Consecutive Calendar Days. The Contract Time is from the
Notice to Proceed, plus any extensions to the Contract Time if authorized by the
City Engineer. The effective date of the "Notice to Proceed" is the date set for a
Mandatory Pre-construction Conference.
2.03 All Work shall be one hundred percent (100%) complete for this project on or
before September 1, 2001. The Contractor shall be responsible for implementing
all improvements by this date.
3.0 EXPLORATION REPORTS & MATERIALS TESTING:
Exploration reports and tests of subsurface conditions at the site, are available from the Desig~
Engineer. The Contractor shall perform such subsurface soils investigations when deemex
necessary through a certified materials Lab. All soil sampling & compaction, concrete paving, an~
hot mixed asphalt paving related testing and re-testing will be performed by a certified material
testing laboratory acceptable to the Project Manager and at his/her direction, The cost of testin
and re-testing shall be paid by the Contractor.
II
4.0 PROJECT MANAGER AND THE CITY'S REPRESENTATIVE:
The Project Manager and the City's Representative for this project shall be a member of the
APCHA staff and shall be designated and changed as necessary by the Housing Director.
Unless provided in writing by the Project Manager, any on-site Inspector or Representative of the
City shall not have the authority to render any binding decision nor make any binding judgments to
the Contractor pertaining to any work which may change the Contract price or time of completion,
or change the quality of Work, or change the manner in which the Work is being performed.
The Project Manager and the City's Representative shall serve as a means of communication
between the City and the Contractor and shall monitor the Work for the City.
Ail references in the Contract Documents to "Project Manager" and "City's Representative" shall
refer to the Project Manager and the City's Representative named by the Housing Director.
5.0 MANDATORY PRE-CONSTRUCTION CONFERENCE & WEEKLY PROGRESS
MEETINGS:
A pre-construction conference shall be held within Seven (7) Consecutive Calendar Days after the
Award of Bid by the City Council. The purpose of such meeting shall be to explain and coordinate,
as required, to the Contractor, the requirements of the Contract Documents, the procedures to be
used in the administration of the Contract, and to discuss any item of concern to the work. The
Contractor and Project Manager, or authorized representative of each, shall be required to attend
such meeting as a condition of the Contract. The time and the day for Mamfatory Weekly Profres~
Meetings shall be scheduled at the pre-construction conference.
6.0 PROGRESS SCHEDULE AND SEQUENCE OF OPERATIONS:
6.01 Within seven ~7) days of the date of the bid award by the City Council, and prior to
the pre-construction conference, the Contractor shall submit for review of the
Project Manager a critical-path chart showing the estimated progress for the
componem divisions of the Work and a balanced time breakdown, showing the
estimated progress schedule for the entire Project. For purposes of comparison, the
Contractor shall submit with each progress pay estimate a form showing the actual
rate of progress to date for the component di'~isions and for the Project as a whole.
The actual rate of progress shown on the form shall only include Work completed
and shall not include stored materials.
6.02 The Contractor shall also submit for approval, prior to the pre-construction
conference, a Traffic Control & Barricading Plan for each segment of the street, a
narrative of the planned sequence of construction indicating the approximate date
and time duration of any road or street restrictions or closures, utility inten'aptions,
etc., as applicable to this project.
6.03 In the event that the rate of actual progress of the Work falls behind the estimated
progress indicated on the approved critical-path chart and in the absence of time
extensions if any granted by the Project Manager, the Contractor shall accelerate the
Work by placing additional forces and eqmpment on the Project so that the Project
will be completed v¢ithin the Contract l~ime. The Contractor shall be capable and
make available more than one work crew m perform the work on time.
6.04 The Contractor shall provide a list of emergency (24 hour) contact name(s),
addresses and phone numbers to the Project Manager 24 hours prior to the pre-
construction conference. Emergency phone calls must be responded to in 15
minutes or less and action must be taken on the emergency condition immediately.
Such emergency calls shall be project related corrective and restorative work and
shall be considered subsidiary to the construction bid items and at the Contractors
cost. The Owner may initiate such corrective work at Contractor's cost if the
Contractor falls to perform the required task within one hour of an emergency call.
6.05 The Contractor shall be responsible for keeping traffic flows on the streets at all
times during and after their daily work activities. In addition, intermittent
interruptions m traffic flow must be kept to a minimum.
7.0 SURVEY CONTROL:
The Contractor shall be responsible for establishing grades from the Bench Mark(s) established and
described in the Contract Documents. At a minimum, the Contractor shall establish a construction
base line, layout staking and cut sheet(s) by an insured Colorado registered professional land
surveyor. The Contractor shall be responsible for protecting and/or m-establishing bench mark
control if necessary during the construction process.
8.0 PROTECTION OF PUBLIC FACILITIES~ UTILITIES AND OTItER ADJOINING
PROPERTY:
The Contractor shall take all reasonable precautions for the safety of, and shall provide all
reasonable protection to prevent damage, injury, or loss to other property at the site or adjacent
thereto, and he shall be liable for any and all claims for such damage on account of his failure to
fully provide such protection. The Contractor shall notify all public utility companies at least forty-
eight (48) hours prior to commencement of any Work in the vicinity of the utilities. No Work shall
commence until the utilities have been located and marked by the utility company. If utility service
must be interrupted, the Contractor shall coordinate with the respective utility provider at least
forty-eight (48) hours prior to interruption. Notice shall consist of publication in a local newspaper
and/or announcement on local radio stations as determined by the Project Manager.
9,0 DAMAGE TO CONSTRUCTION:
The Contractor shall safeguard, until all Work embraced by the Contract is formally accepted, all
construction, both complete and incomplete, against damage and destruction, and should damage
result, he will be required to reconstruct at his expense in a manner conforming to the Plans and
Specifications. reconstruction shall be in a manner suitable to the Project Manager. No repair or
mitigating option for damaged Work will be accepted by the City.
10.0 JOB SITE RESTRICTIONS:
All materials to be removed from the project site or demolished on site, shall be disposed of by the
Contractor off the project site unless requested otherwise by the Project Manager. The City's
property is not available for Contractor staging or storage area~ unless if permitted by the Project
Manager within the existing right of way. The City's property is not otherwise available for a
Contractor's disposal area.
11.0 WORKING HOURS:
Work will normally be permitted between 7:00 a.m. and 7:00 p.m.; other work hours must be
approved by the City in writing. Work will be permitted on Saturday, except that 48 hours prior
written notice to the City shall be required to allow notification of the public.
12.0 DISPOSAL OF HAZARDOUS MATERIALS:
The disposal of any hazardous materials shall be the sole responsibility of the Contractor.
13.0 SALVAGE:
Stone masonry, concrete, timber and other items removed from the site shall become the property
of the Contractor, uuless otherwise noted in the project documents, and disposed of off-site.
14.0 MATERIAL TESTS ~AND CERTIFICATES:
14.01 Ail materials to be incorporated into the Work may be subject to sampling, testing
by the Contractor per Section 4.0 of these special conditions, and approval and
samples furnished shall be representative of the material to be used.
14.02 Tests required to guard against unsuitable materials or defective workmanship and
to demonstrate that materials comply with the provisions of the Contract Documents
shall be paid for by the Contractor.
14.03 The procedures and methods used to sample and test materials shall be as specified-
or as determined by the Project Manager. Unless otherwise specified in these
Special Conditions, samples and test shall be made in accordance with the latest
standard methods of ASTM, AWWA, AASHTO. and CDOT's 1991 edition of
Standard Specifications for Road and Bridge Construction.
14.04 The Contractor shall furnish at least one copy of test results to the Project Manager.
15,0 MOBILIZATION/DEMOBILIZATION:
Will be measured and paid on a pro-rata basis as explained in the General Conditions of this
Contract.
ltl.0 SUB-EXCAVATION, BACKFILLING & COMPACTION:
Unsuitable materials are anticipated within the project limits. Where encountered, muck, unstable
or unsuitable material shall, at the discretion and direction of the Project Manager. be removed.
Removal of such material shall be to the depth and horizontal limits and backfilling of those areas
shall be performed to the standards provided by the Construction Specifications, included in this
packet.
17.0 TRAFFIC CONTROL, BARRICADING, AND FLAGGING:
If necessary for the safety'the safety of the public, Contractor and City employees, the Work under
this Bid item includes design of a complete traffic control plan for ail street segments to be
improved under this Contract by a Certified Traffic Control Supervisor and subject to appmvai of
the Project Manager, delivery, pickup, installation, maintenance, protection & replacement of
damaged device, defective steady bum or flashing beacons, signs, and adjusting the number of
channelizing devices and signs as necessary to maintain safe traffic flows for the duration of this
project. The traffic control plan and selected devices and signs shall be based on the MUTCD.
Measurement and payment shall be on a pro-rat basis and for the duration of the project including
time extensions granted by the Prolect Manager. No additional payments will made to the
Contractor.
18.0 SUBCONTRACTORS AND SUPPLIERS:
Contractor shail identify in Ms/her sealed bid the name and address ail Subcontractors, Suppliers,
and other persons or organizations that will furnish the principal items of materials, equipment or
labor for this project.
19.0 PAYMENT RETAINAGE:
Retainage on Pay Estimates shall he 10% through the substantiai (100% complete in-place)
completion of Work.
20.0 WAIVER:
It is expressly understood and agreed that any waiver granted by the Project Manager of any term,
provision or covenant of this Contract shall not constitute a precedent nor breach of same or any
other terms, provisions or covenants of this Contract. Neither the acceptance of the Work by the
Owner nor the payment of all or part of the sum due the Contractor hereunder, shall constitute a
waiver by the Owner of any claim which the Owner may have against the Contractor or otherwise.
21.0 PRECEDENCE O1' TItE CONTRACT DOCUMENTS:
The order of precedence of Contract Documents shall be as follows:
(I)~ Addenda
(2) Referenced Construction Specifications
(3) Drawings, if any
(a) Detailed Drawings
(b) Standard Drawings
(4) Contract for Construction
(5) Contractor's scope of work and exhibits
(6) Special Conditions
(7) Instruction to Bidders
(8) Standard General Conditions
22.0 LINE OF CREDIT AGREEMENT:
The Contractor shall obtain a line of credit for this project. An agreement between the City and the
Contractor relating to the Line of Credit shall be included in the contract documents.
23.0 GUARANTEED MAXIMUM PRICE
The sum of the Cost of the work and the Contractor's fee is guaranteed by the Contractor not to
exceed the amount noted in the Contract for Construction, subject to additions and deductions by
Change Order as provided in the Contract Documents, Such maximum sum is referred to as the
Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be
exceeded shall be paid by the Contractor without reimbursement by the City. In the event the sum
of the actual Cost of Work plus Contractor's fee shall be less than the Guaranteed Maximum Price,
then the difference (herein called "Savings") shall be shared seventy-five percent (75 %) by the City
and twenty-five percent (25 %) to the Contractor. The Contractor shall be paid its share of Savings
with the Final Payment.
23.0 CONTRACT CLOSE-OUT:
Upon completion of all punch list item(s) from the final inspection by the City Engineenng
Department and submittal of a fully executed Claim Release form by the Contractor, the City will
advertise twice in the newspaper, and following a Thirty (30) Consecutive Calendar Dav
waiting period~ and with no verified claim against the Contractor by the City up until the end of this
waiting period, the City will declare the project closed and will release the retalnage to the
Contractor. The Project close-out final inspection must be recorded on a final Daily Construction
log, signed by the City Project Inspector and the Contractor and prior to advertisement for closure.
No liquidated damages will be imposed past the date of substantial completion.
24.0 WARRANTY INSPECTION:
At the City's discretion, a warranty inspection will be held during sixty (60) calendar days prior to
the expiration of the warranty period. The Contractor shall provide an authorized representative at
such inspection to represent the Contractor's interests. All defects identified during inspection shall
be corrected at Contractor's expense at the direction of the City immediately. Corrective Work shall
be commenced within five (5) consecutive calendar days after written notice to Contractor.
City of Aspen
General Conditions
For
Construction Contracts
Aspen/Pltkin County Housing Authority
{Version GC 1-971)
CITY OF ASPEN, COLORADO
Aspen/Piktin County Housing Authority
GENERAL CONDITIONS
FOR
CONSTRUCTION CONTRACTS
(Version GC-97-2)
TABLE OF CONTENTS
ARTICLE 1 - DEFINITIONS .................................................................................................................................... 5
1.}. ABBREVIATIONS ............................................................................................................................................ 5
1.2. DEFINYrIONS .................................................................................................................................................. 6
ARTICLE 2 - PRELIMINARY MATTERS ............................................................................................................ 8
2.1 DELIVERY OFBONDS: ......................................................................................................................................... 8
2.2 COPIES OFDOCUMENTS: ..................................................................................................................................... 8
2.3 COMMENCEMENT OF CONTRACT TIME, IqOTICE TO PROCEED: ........................................................................... 8
2.4 STARTING THE PROJECT: .................................................................... : ....... i ........................................................ 9
2.5 BEFORE STARTINO THE PROJECT: ....................................................................................................................... 9
2.6 PRE-CONSTRUCTION CONFERENCE: .................................................................................................................... 9
2.7 PROJECT PROGRESS MEETINOS .......................................................................................................................... 10
ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE ....... . ....................................... 10
3.1 INTENT: ............. ; .............................................................................................................................................. 10
3.2 ~uMENDING AND SUPPLEMENTING CONTRACT DOCUMEqqTS: ............... ~ ............................................................ 10
3.3 REUSE OF DOCUMENTS: ......................... ;..; ....................................................................................................... I1
3.4 PRECEDENCE OF CONTRACT DOCUMENTS: ....................................................................................................... 11
ARTICLE 4 - AVAILABILITY OF LANDS: PHYSICAL CONDITIONS: REFERENCE POINTS ............ 11
4.1 AyAILABILrrY OF LANDS: ............................................. ~ ................................................................................... 11
4.2 ]~HYSICAL CONDITIONS: ................................................ J ................................................................................... 11
4.3 PHYSICALCOI~D1TIONS - IJNDERGROUNDFAC1L!TIES: ................................................................................ :?.. 12
4.4 POZFERENCE POINTS: ................................ ; ........................................................................................................ 13
4.5 PROTECTION AND RiZSTORATION OF PROPERTY AND LANDSCAPE: ................................................................... 13
4.6 HAZARDOUS MATERIALS .................................................................................................................................. 14
4.7 CONTRACTOR REPRESENTATIONS ............. ; ....................................................................................................... 15
ARTICLE 5 - BONDS, INDEMNIFICATION AND INSURANCE .................................................................... 15
5.1 INDEMNIFICATION: ............................................................................................................................................ 15
5.2 CONTRACTOR'S INSURANCE: ............................................................................................................................ 15
5.3 CrrY's L~BILrrY INSURANCE: .......................................................................................................................... 17
ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES ...................................................................................... 17
6.1 GENERAL RESPONSIBILITIES: ........................... ; ................................................................................................ 17
6.2 SUPERVISION AND S UPERINTENrDENCE: ............................................................................................................ 18
6.3 L~]3OR, MATERIALS AND EQU~MENT: .............................................................................................................18
6.4 - 6.6 RESERVED ................................................................................................................................................ 19
6.7. WORK SCHEDULE: ....................................................................................................................................... 19
6,8 SUBsTrr~TES OF "OR-EQUnL" ITEMS: ............................................................................................................... 19
6.9 SUBCONTRACTORS, SUPPI. IERS AND OTHERS: .................................................................................................. 20
6,10 SUBCONTRACTING AND PERCENTAGE OF WORK AWARDED TO SUBCONTRACTOR(S): .................................... 20
6.11 PATENT FEES AND ROYALTIF. S: .............................................................................................. 20
6,12 PERMITS: ..................................... : .................................... . ............................................................................. 21
6,13 LAWS AND REGULATIONS: ................................................................................................. 21
6.14 TAXES: ................................................................................ 21
6.15 USB OF PREMISES: .......................................................................................................................................... 21
6.16 RECORD DOCUMENTS: ................................................................................................................................... 22
6.17 SAFETY AND PROTECTION: ............................................................................................................................. 22
6.18 EMERGENCmS: ............................................................................................................................................... 23
6.19 SHOP DRAWING$ AND SAMPLES: .................................................................................................................... 23
6.20 MECHANICS' LmNS: ........................................................................................................................................ 24
6.21 CONTINUING THE WORK: ................................................................................................................................ 25
6.22 CONTRACTOR FActLrrms: .............................................................................................................................. 25
ARTICLE 7 - OTHER WORK~ ............................................................................................................................... 25
7.1 RELATED WORK AT SITE: ................................................................................................................................. 25
7.2 COORDINATION: ........ ........................................................................................................................................ 26
ARTICLE $ - CITY'S RESPONSIBILITIES ......................................................................................................... 26
8. l. COMMUNICATIONS ....................................................................................................................................... 26
8.2. PAYMENT .................................................................................................................................................... 26
8.3. AP?ROPRIA~ONS ........................................................................................................................................ 26
ARTICLE 9 - PROJECT MANAGER'S STATUS DURING CONSTRUCTION ............................................. 27
9.1 CITY'S REPRESENTATIVE: ................................................................................................................................. 27
9.2 VISITS TO SITE: ................................................................................................................................................. 27
9.3 PROJECT REPRESENTATION: ............................................................................................................................. 27
9.4 CLARIFICATION AND INTERPRETATIONS: ........................................................................................................... 27
9.5 AUTHORED VARIATIONS IN WORK AND MINOR CONTRACT REVISIONS: ........................................................ 27
9.6 REJI~CTING DEFECTIVE WORK: ......................................................................................................................... 28
9.7. SHOP DRAWING$, CHANGI~ORDERSANDPAYMBNTS: ..................................................................................... 28
9.8 DECISIONS ON DISPUTES: ................................................................................................................................... 28
9.9 RESERXr~D ................................................................................................................................................... 28
9,10 LIMITATIONS ON PROJECT MANAGER'S RESPONSIBILITIES: ............................................................................29
ARTICLE 10 - CHANGES IN THE WORK .......................................................................................................... 29
10.1 CrtY INrrIATED CHANOES ............................................................................................................................... 29
10.2 WR~ NOTICE OF CHANGE ........................................................................................................................ 29
10.3 CHANGE ORDBR ............................................................................................................................................. 30
10.4 CONTRACTOR CHANOEREQUEST ................................................................................................................... 30
10.5 DOWN Tm~: ................................................................................................................................................ 30
10.6 SUBMITTAL REQUIREMBNTS AND WAIVER OF CLAIMS ...................................................................................31
ARTICLE 11. CHANGE OF CONTRACT PR/CE OR CONTRACT TIME ................................................... 31
11.I CONTRACT PRICE ADJUSTMENTS .................................................................................................................... 31
11.2 CONTRACT TIME ADJUSTMENTS ..................................................................................................................... 31
11.3 FORCE ACCOUNT WORK.......~ ......................................................................................................................... 32
11.4 CONTRACT SUM DETERMINATION .................................................................................................................. 33
11.5 COST AND PRICING DATA ............................................................................................................................... 34
11,6 VARIATION IN QUANTITY OF UNIT PRICED ITEMS: .......................................................................................... 35
ARTICLE 12 - RESERVED .................................................................................................................................... 35
ARTICLE 13 - WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; CORRECTION,
REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK ............................................................................... 35
13.1 WARRANTY: ................................................................................................................................................... 35
13.2 ACCESS TO WORK: ......................................................................................................................................... 36
13.3 TE~TS AND INSPECTIONS: ............ : .................................................................................................................. 37
13.4 UNCOVERING WORK: ..................................................................................................................................... 37
13.5 CITy MAY STOP THE WORK: .......................................................................................................................... 37
13.6 CORRECTION OR REMOVAL OF DEPECTIVE WORK: ......................................................................................... 38
13.7 CORRECTION PERIOD: ..................................................................................................................................... 38
t3.8 ACCE~ANCE OF DE~C~ WORK: .............................................................................................................. 38
13.9 C~ MAY CORRECT DEbT, WORK: ........................................................................................................ 38
13.10 UNAU~OR~D WORK: ............................................................................................................................... 39
ARTICLE 14 - PAYMENTS TO CONT~CTOR A~ COMPLETION ......................................................... 3~
14.1 DE~M~ATION OF WORK V~: ............................................................................................................... 39
14.2 APPLICATION FOR PROCESS PAYME~: ........................................................................................................ 39
14.3 CO--ACTOR'S W~R~ OF T~: ........................................................................................................... 40
14.4 PRO.CT M~AGER S ~V~W OF ~OGR~S PAYME~S ................................................................................ 40
14.5 SUBST~ COMP~ON: ........................................................................................................................... 41
14.6 P~T~U~TION: .................................................................................................................................... 4 l
14.7 F~ INSP~TIONS: ....................................................................................................................................... 41
14.8 F~PROGRESS PAYMENT: ........................................................................................................................... 42
14.9 SE~ME~ DA~, NOTI~ TO SUBCON~A~ORS. AC~ANCE AND F~AL PAYM~T: ............................ 42
14.10 CONTRACTOR'S CONT~G OBHGA~ON: .................................................................................................. 42
ARTICLE 15 - SUSPENSION OF WORK AND TERM~ATION ..................................................................... 43
15.1 C~Y MAY SUSP~D WORK: .............................................................................................................. ; ............ 43
15.2 C~MAY ~RM~A~: ................................................................................................................................. 43
15.3 CON~A~OR MAY STOP WORK OR ~M~A~: .......................................................................................... 44
ARTICLE 16 - M~CELLANEOUS ....................................................................................................................... ~
16.1 NO~ISCRm~A~ON ...................................................................................................................................... 44
16.2 O~mO NO~CE: .............................................................................................................................................. 45
[6.3 COMPUTA~ON OF T~: .................................................................. : .............................................................. 45
16.4 GENERa: ....................................................................................................................................................... 45
16.5 I~E~TCO~ACTOR STA~S: ............................................................................................................ 46
16.6 PROH~D IN~R~T: ................................................................................................................................... 46
16.7 W~R~S AGA~ST CONT~G~T ~ES. GRA~S, KIC~ACKS ~D CO~ OF I~R~T: ............. 46
16.8 PA~ENTS SUBJECT~AN~APPROPR~TIONS: ...................................................................................... 46
16.9 CO--ACTOR ACk. CE: .......................................................................................................................... 47
16.10 SUCC~SORS A~ ASSIGNS ........................................................................................................................... 47
16.11 THmD PAR~S ............................................................................................................................................ 47
16.12 WA~R ........................................................................................................................................................ 47
16.13 COmACT ~E m CO~R~O .................................................................................................................. 47
16.14 A~OR~Y'S ~ES ........................................................................................................................................ 47
16.15 WA~R OF P~SUM~ON ............................................................................................................................ 48
16.16 SEVER~ C~USE: ................................................................................................................................ 48
16.17 AUD~ ~ ~ORDS ................................................................................................................................... 48
16.18 AUD~ ........................................................................................................................................................... 48
INTRODUCTION
The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all,
unless certain services or equipment are specifically excluded. These General Conditions have been prepared to be
incorporated by reference into the Contract entered into between the City and the Contractor. In the event of conflict or
inconsistency among the ConWact Documents, the order of precedence set forth in the Contract for Coma-action shall
govern the interpretation of the Contract between the City of Aspen and the Contractor. 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 terms required to be defined in the Proposal by the Contractor 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 1 - DEFINITIONS
1.1. Abbreviations
Whenever the words, forms, or phrases defined herein, or pronouns used in their place occur in the Contract Documents,
the intent and meaning shall be interpreted as follows:
ASCE American Society of Civil Engineers
NACE National Society for Corrosion Engineers
SSPC Special Society for Paint Council
AASHTO American Association of State Highway and Transportation Officials
AIA American Insurance Association
SICS American Institute of Steel Construction
AISI American Iron and Steel Institute
ANSI American National Standards Institute
(formerly ASA and USASI)
ASME American Society of Mechanical Engineem
ASTM American Society for Testing and Materials
AWG American Wire Gauge
AWS American Welding Society
BAFO Best and Final Offer
CDOT Department of Transportation, State of Colorado
O&M Operations and Maintenance
DHA Detailed Hazards Analysis
EBD Escrow Bid Documents
EIA Electronic Industries Association
EPA United States Environmental Protection Agency
FCC Federal Communications Commission
FHWA Federal Highway Administration
FTA Federal Transit Adnfirdstration
HVAC Heating, Ventilation, and Air Conditioning
NBS National Bureau of Standards
NBC National Electric Code
NTP Notice to Proceed
NESC National Electric Safety Code
NFPA National Fire Protection Association
OSHA Occupational Safety and Health Administration
PHA Preliminary Hazards Analysis
SAE Society of Automotive Engineers
[
UL Underwriter's Laboratories, Inc.
UMTA United States Department of Transportation, Urban Mass Transportation Authority
UD&FCD Urban Drainage and Flood Control District
MUTED Manual on Uniform Traffic Control Devices
1.2. Definitions
Wherever used in these General Conditions or in the other Contract Documents the following terms have 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 cla'if-j, correct or change the
bidding documents, Contract Documents, drawings, details or specifications.
Bid - The offer or proposal of the bidder submitted on the prescribed form(s) setting forth the prices for the Work to be
performed.
Bidder - Any qualified responsible and responsive finn or corporation submitting a Bid for the Work.
Bid Package - All information and standard Contract Documents prepared by the City m assist potential bidders to
prepare thek bids.
Bonds - Bid, performance, payment, maintenance bonds and other acceptable instruments of financial security,
furnished by the Contractor and his/her surety in accordance with the Contract Documents.
Change Order - A written order to the Contractor authorizing an addition, deletion or revision in the Work within the
general scope of the Contract Documents, or authorizing an adjustment in the Contract Price or Contract Time, issued
on or after the Effective Date of the Contract for Construction.
City or Owner - The City of Aspen in Pitkin County, Colorado.
Contract - All contract documents attached to the Contract for Construction and made a part thereof as provided herein.
Contract Documents - The Contract including Invitation to Bid. Iustmctions to Bidders, Bid Proposal, Addenda,
General Conditions, Special Conditions, Contract for Construction. Bid Bond, Notice of Award, Payment, Performance,
and Maintenance Bonds, Drawings identified in the Contract Documents or attached as part of the Bid, and
Specifications identified in the invitation to Bid or attached as parr of the Bid, Affidavit of Compliance form,
Contractor's License form. and Insurance Certificates.
Contract for Construction - The written agreement between City and Contractor covering the Work to be performed.
Contractor - The qualified responsible and responsive firm or corporation with whom the City has entered into the
Contract for Construction.
Contract Price - The moneys payable by the City to the Contractor under the Contract Documents as stated in the
Conttact for Consm~ction (subject to the provismns of paragraph 11.4.), except for the Minor Contract Revisions kern(s)
which are subject to the City's written authorization 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.
Defective - An adjective which when modifying the word Work refers to Work that is unsatisfactory, faulty or deficient,
or does not conform to the Contract Documents, or does not meet the requirements of any inspection, reference standard,.
test or approval referred to in the Contract Documents, or has been damaged prior to the Engineer's 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 performed and
which have been prepared or approved by the Project Manager.
Effective Date of the Contract for Construction - The date indicated in the Agreement on which it becomes
effactive, 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 patties to sign and deliver.
Project Manager - The person, firm, corporation or the Project Manager, named as such in the Contract Documents.
~'ield Order - A written order affecting a change in the Work not involving an adjustment in the Contract Time~ issued
by the Project Manager to the Contractor during constraction.
Hazardous Materials - The term "Hazardous Materials~' shall have the meaning set forth at 42 U.S.C. ' 9601(14) and
regalations promulgated pursuant thereto.
Lows and Regulations; Lows or Regulations - Laws, rules regalations, ordinances, procurement code md/or orders.
Notee of Award - 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 the City tO the Contractor fixing the date on which the Contract Time will
commence to mn and on which Contractor shall start to perform Contractor's obligations under the Contract Documents.
Partial Utilization - Placing a portion of the Work in service for the purpose for which it is intended (or a related
purpose) before reaching Substantial Completion for all the Work.
Procurement Code - Title 4 of the City of Aspen Municipal Code.
Progress Poy Estimate - The form furnished by the City Engineering Department, which is to be used to record,
approve, and process payment when the Contractor requests progress or final payments and whicl~ is to include such
supporting documentation as is required by the Contract Documents.
Project - The total construct/on 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 Project Manager, designated by the APCHA 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 substantial 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 Contractor and the sub-contractor to illustrate some portion of the Work and all illustrations,
brochures, standard schedules, performance charts, instructions, diagrams and other information prepared by a Supplier
and submitted by the Contractor and the Sub-contractor to illustrate material or equipment for some portion of the Work.
Specifications - Those portions of the Contract Documents consisting of written technical descriptions of materials,
equipment, cons~uction systems, standards and workmanship as applied to the Work and certain administrative details
applicable thereto.
Subcontractor - A firm or corporation having a direct contract with the Contractor or with any other Sub-contractor for
the performance of a part of the Work at the site.
Substantial Completion - The Work (or a specified part thereof) has progressed to the point where, in the opinion of
the Project Manager as evidenced by the Project Manager'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. The term
Substantial Completion shall mean one hundred percent (100%) completion of the Work.
Special Conditions or Special Provisions - si'he part of the Contract Documents which amends or supplements these
General Conditions.
Supplier - A manufacturer, fabricator, supplier, distributor, materialman or vendor 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 Facilities - All pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels or other such
facilities or attachments, and any encasements containing such facilities which have been installed underground to
furnish any of the following services for materials; elestxicity, gases, steam, liquid petroleum products, telephone or
other communications, cable television, water, wastewator and surface runoff removal, traffic or other control systems.
Unit Price Work - Work to be paid for on the basis of unit prices,
Work - The entire completed construction or the various separately identifiable parts thereof required to be furnished
under the CunUact Documents. Work is the result of performing services, furnishing labor and famishing and
incorporating materials and eqmpmunt into the construction, all as required by the Contract Documents and those not
specifically mentioned but necessary for successful completion of the Bid items.
Written Notice or Written Notice of Amendment - A written amendment of the Contract Documents, signed by the
City and the Contractor on or after the Effective Date of the Contract for Coestmction and normally dealing with the
non-engineenng or non-technical rather than strictly Work-related aspects of the Contract Documents
ARTICLE 2 - PRELIMINARY MATTERS
2.1 Delivery of Bonds:
When Contractor delivers the executed Contracts to the APCHA, the Contractor shall also deliver such Bonds as the
Contractor is be required to furnish in accordance with paragraph 5.1.
2,2 Copies of Documents:
The City shall furnish m the Contractor 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 furnishe~,
upon request, at the cost of reproduction.
2.3 Commencement of Contract Time, Notice to Proceed:
Prior to the City issuing a Notice to Proceed. either the City Manager or the Mayor of the City of Aspen shall approve
the Contract Documents and shall execute the same. Notwithstanding any representations to the contrary made by City's
employees, either directly, indirectly, or by implication, no Contract shall be in effect nor 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 4-08-040
of the Procurement Code. The city shall issue a Notice to Proceed after either (a) the City Manager has executed the
Contract, or (b) The City Council has authorized the execution of the Contract, and the Contractor 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 Conditions and Addenda(s) if any issued. The Contract
Time will commence to run on the day indicated in the Notice to Proceed.
2.4 Starting the Project:
The Contractor 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 pm-
construction conference conducted by the City.
2.5 Before Starting the Project;
Before undertaking each part of the Work, the Contractor shall carefully study and compare the Contract Documents and
check and verify pertinent figures shown thereon and all applicable field measurements. The Contractor sha[I promptly
report in writing to the Project Manager any conflict, error or discrepancy which Contractor may discover and shall
obtain a written interpretation or clarification from the Project Manager before proceeding with any Work affected
thereby.
2.5.1. Within Three Days after the Effective Date of the Contract (unlass otherwise specified in the Special
Conditions or Oeneral Requirements), the Contractor shall submit to the Project Manager for review:
2.5.1.1. An estimated progress schedule indicating the starting and completion dates of the various stages of
the Work;
2.5.1.2. A preliminary schedule of Shop Drawing submissions; and
2.5. 1.3. Quality Control and Quality Assurance (QA/QC) plan and policy to idanti .fy the
specific steps the Contractor will take to ensure the highest quality in the
constrected Bid itmv. s.
2.5.1.4. A Work Zone Safety Implementation & Enforcement Plan with specific action process.
2.5.2. Before any Work at the site is started, the Contractor shall deliver to the City and the Projec~ Manager, copies
of certificates (and other evidence of insurance requested by the City) which the Contractor is required to purchase ancl
maintain.
2.6 Pre-construction Conference:
Within Seven (7) Consecutive Calendar Days after the l~ffecfive Date of the Bid Award, and before the Contractor starts
the Work at the site, he/she and all of his/her sub-contractors and suppliers shall attend a mandatory pre-construction
conference, conducted by the Project Manager and others as appropriate to discuss coordination of construction
activities, procedures for handling Shop Drawiflgs and other issues, and to establish a working understanding among the
parties as to the Work.
2.7 Project Progress Meetings
The City and the Contractor shall meet once a week to review the construction activities, rate of progress, and other
project related issues m ensure efficient and smooth progress of work.
ARTICLE 3 - CONTRACT DOCUMENTS: INTENT, AMENDING, REUSE
3.1 Intent:
The Conu'act Documents comprise the entire agreement between the City and the Contractor concerning the Work. The
Contract Documents are complementary; what is called for by one is as binding as if called for by all. The Contract
Documents will be construed in accordance with the law of the State of Colorado.
3.1.1. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be
constructed in accordance with the 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 m 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 effect at the time of opening of Bids (or, on the Effective Date of
the Contract if there were no Bids) except as may be otherwise specifically stated, However, no provision of any
referenced standard specifi.cation, manual or code (whether or not specifically incorporated by reference in the Contract
Documents) shall be effective to change the duties and responsibilities of the City, the Contractor or the Architect, or
any of their consultants, agents or employees fi.om those set forth in the Contract Documents, nor shall it be effective to
assign to the Architect, or any of the Archltect's consultants, agents or employees, any duty or authority to supermse or
dkect the furnishing or performance of the Work, or any duty or authority to undertake responsibility contrary to the
provisions of Article 9. Clarifications and interpretations of the Contract Documents shall be issued by the Project
Manager as provided in section 9.4.
3.1.2. If, during the performance of the Work. Contractor finds a conflict, error or discrepancy in the Contract
Documents. the Contractor shall so report to the Project Manager and the City in writing at once and before proceeding
with the Work affected thereby and shall obtain a written interpretation or clarification from the Project Manager.
3.2 Amending and Supplementing Contract Documents:
The contract Documents may be amended to provide for additions, deletions and revisions in the Work or to modify the
terms and conditions thereof in one or mom of the following ways:
3.2.1. A formal Amendment of the Contract for Construction:
3.22 A Change Order pursuant m paragraph 10.3. As indicated in Article 11 Contract Price and
Contract Time may only be changed by a Change Order or a Written Notice of Amendment.
3.2.3. In addition, the requirements of the Contract Documents may be supplemented, and
mino~ variations and deviations in the Work may be authorized, in one or more of the following ways:
3.2.3,1. A Field Order (pursuant to paragraph 9.5);
3.2.3.2. The Project Manager's approval cfa Shop Drawing or sample (pursuant to paragraphs
6.18.5 and 6.18.6); or.
3,2,3,3, The Project Manager's written interpretation or clarification ~pursuant to paragraph 9.4).
3.3 Reuse of Documents:
Neither the Contractor nor any Subcontractor or Supplier or other person or organization performing or furnishing any
of the Work under a direct or indirect contract with the City shall have or acquire any title to or ownership fights in any
of the design details, drawings or specifications,
3.4 Precedence of Contract Documents:
The Contract governs over the Contract Documents. A Change Order governs over all other Contract Documents
impacted by change. The Special Conditions govern over the General Conditions.
ARTICLE 4 - AVAILABILITY OF LANDS: PHYSICAL CONDITIONS:
REFERENCE POINTS
4.1 Availability of Lands:
The City shall furnish, 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 Contractor shall have full responsibility with respect to any
conditions or provisions contained in applicable easements relating to the lands upon which the Work is to be
performed.
4.2 Physical Conditions:
4.2.1. EXPLORATIONS AND REPORTS: Reference is made to the Special Conditions for identification of those
reports of explorations and tests of subsurface conditions at the site that have been utilized by the Project Manager in
preparation of the Contract Documents. The Contractor may reasonably rely upon the accuracy of the technical data
contained in such reports, but not upon non-technical data. interpretations or opimons contained therein or for the
completeness thereof for the Contractor's purposes. Except as indicated in the immediately preceding sentence and in
paragraph 4.2.6, the Contractor shall have full responsibility with respect to subsurface conditions at the site. Contractor
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 contained in such repons.
4.2.2. EXISTING STRUCTLrRES: Reference is made to the Special Conditions for identification of those drawings
of physical conditions in or relating to existing surface and subsurface straetores (except Underground Facilities referred
to in paragraph 4.3) which are at or contiguous to the site that have been utilized by the Project Manager in preparation
of the Contract Documents. The Contractor may reasonably rely upon the accuracy of the technical data contained in
such drawings, but not for the completeness thereof for the Contractor's purposes. Except as indicated in the
immediately preceding semance and in paragraph 4.Z6. the ConU'actor shall have full responsibility with respect to
physical conditions in or relating to such sUnactares. The Contractor 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 contained
in such drawings.
4.2.3. REPORT OF DIPi~k;RING CONDITIONS: If the Contraetur believes that:
4.2.3. I. Any technical data on which the Contractor is entitled to rely as provided in paragraphs 4.2.1 and 4.2.2 is inaccurate; or
4.2.3.2. Any physical condition uncovered or revealed at the site differs materially from that indicated, reflected or referred to in the Contract Documents,
Then, the Contracter shall promptly, after becoming aware thereof and before performing any Work in
connection therewith (except in an emergency as permitted by paragraph 6.22) notify the City and the Project
Manager in writing about the inaccuracy or difference.
4.2.4. PROJECT MANAGER'S REVIEW: The Project Manager will promptly review the pertinent conditions,
determine the necessity of obtaining additional explorations or tests with respect thereto and advise the City in writing
(with a copy to the Contractor) of the Project Manager's findings and conclusions.
4.2.5. POSSIBLE DOCUMENT CHANGE: If the Project Manager concludes that there is a material error in the
Contract Documents 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: In each such case, an increase or decrease in the Contract
Price or 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 Contractor shall meet and
obtain approval from the Project Manager or his/her designee prior to implementing any such change in the Work.
4.3 Physical Conditions - Underground Facilities:
4.3.1. SHOWN OR INDICATED: The information and data shown or indicated in the Contract Documents with
respect to existing Underground Facilities at or contiguous m the site is based on information and data furnished to the
City or the Project Manager by the owners of such Underground Facilities or by others. Unless it is otherwise expressly
provided in the Special Conditions:
4.3.1.1. The City and the Project Manager shall not be responsible for the accuracy or completeness of any
such information or data; and,
4.3.1.2. The Contractor shall have full responsibility for determining the existence of all Underground
Facilities. for revtewing and checking and potholing for all such information and data. for locating all
Underground Facilities shown or indicated in the Contract Documents, for coordination of the Work with the
owners of such Underground Facilities during construction, for the safety and protection thereof as provided in
paragraph 6.20 and for repairing any damage thereto resulting fi:om the Work. the cost of all of which will be
considered as having been included in the Conlract Price.
4.3.2. NOT SHOWN OR IlqDICATED: If an Underground Facility is uncovered or revealed at or contiguous to the
site which was not shown or indicated in the Conlxact Documents and which Contractor could not reasonably have been
expected to be aware of. Contractor shall, promptly after becoming aware thereof and before performing any Work
affected thereby (except in an emergency as pen'aiRed by paragraph 6,17.1), identify the owner of such Underground
Facility and give written notice thereof to that owner and to the City and the Project Manager, The Project Manager will
promptly review the Underground Facility to deterrm'ne 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, Contractor shall be responsible for the safety
and protection of such Underground Facility as provided in paragraph 6.16.1. The Contractor shall be allowed an
increase in the Contract Price or an extension of the Contract Time, or both, to the extent that they are attributable to the
existence of any Underground Facility that was not shown or indicated in the Contract Documents and of which the
Contractor could not reasonably have been expected to be aware of such Underground Facility and subject m acceptance
and approval by the Project Manager.
4.4 Reference Points:
4.4. The City shall provide engineering surveys to establish mferenee points for construction which in the Project
Manager's judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be 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 written approval of the City. The
Contractor shall report to the Project Manager whenever any reference point is lost or destroyed or requires relocation
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 Eand Surveyor Licensed in the State of Colorado.
4.5 Protection and Restoration of Property and Landscape:
4.5.1. The Conlxactor shall be responsible for the prese~ation of all public and private property and shall protect
carefully from disturbance or damage all land and property and shall protect carefully from disturbance or damage all
land and monuments and property marks until the the Project Manager has witnessed or ~therwise referenced their
location and shall not remove them until directed.
4.5.2. The Contractor shall be responsible for all damage or injury to property of any character, during the prosecution
of the Work, resulting from any act, omission, neglect, or misconduct in his manner or method of executing the Work, or
at any time due to defective Work or materials, and said responsibility shall not be released until the project shall have
been completed and accepted.
4.5.3. When or where any direct or indirect damage or injury is done to public or private property by or on account of
any act, omassion, neglect, or misconduct by the Contractor in the execution of the Work. or in consequence of the non~
execution thereof by the Contractor, 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 mjory in an acceptable manner.
4.5.4. 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 features except for those 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 Project Manager.
4.5.6. Specific areas of vegetation and other environmental features to be protected shall be staked, fenced, or otherwise
marked in the field by the Project Manager, However, the fact that areas of vegetation and other environmental features
are not marked shall not necessarily mean that those items are expendable. The Contractor shall perform all his activities
in such a manner that the least environmental damage shall result. Any questionable areas or items shall be brought to
the attention of the Project Manager for approval prior to removal or any damage activity. Damage or destruction of
unmarked trees or sttrubs which could reasonably have been saved shall therefore be subject to the provisions these
General Conditions.
4.5.7. If the fence, staking or marking is knocked down or destroyed by the Contractor, th6 Architect shall suspend the
Work in whole or in part, until the fence or other protection is repaired to the Project Manager's satisfaction at the
Contractor's expense. Time lost due to such suspension shall not be considered a basis fbr adjustment of Contract Time
or for compensation to the Contractor.
4.5.8. Iftbe Contractor disturbs any of the landscape not called for removal, be/she shall restore those areas as directed
at the Contractor's expense.
4.5.9. The City, may require that the Contractor replant an area that is damaged. The Work shall be done as directed by
the Project Manager. If the Contractor is deemed to be mspunsible, then the replanting shall be done by the Contractor at
his/her expense. If the City, is responsible, the costs will be reimbursed on a minor contract revisions (MCR) basis unless
existing cost proposal covers the Work.
4.5.10. With respect m replacement of trees and shrubs that have been damaged or destroyed~ the following conditions
shall apply:
4.5.10.1. Trees or shrubs of replaceable size shall be replaced by the Contractor at his/her expense. If be/she
falls to do so within a reasonable length of time as determined by the Project Manager and prior to the end of
the contract time, the replacement value of the trees or shrubs will be deducted from any money due te the
Contractor. 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 first 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 Contractor from
liability for any damages or costs resulting from delays to the City, traveling public or other contractors.
4.6 Hazardous Materials
4.6.1. Prior to commencement of any Work and as a condition prec, edent to payment by the City of any costs for it,
the Contractor shall at no additional cost to the City conduct tests the Contractor deems necessary to determine the
existence of Hazardous Materials by appropriately licensed Subcontractors or entities. The City shall reimburse the
Contractor for the invoice costs of the tests, only in the event that the Contractor furnishes the City with certified test
data and results which conf'mn the existence of Hazardous Materials.
4.6.2. If Hazardous Materials are discovered on or under real property which is owned by the City before the date of
Substantial Completion and Acceptancc in accordance with Article 14 herein, which property is within the Project right-
of-way, the City shall, upon the request of the Contractor, and at the City's sole cost and expense, cause any such
Hazardous Materials to be encapsulated, treated or removed from such real property and transported for final disposal in
accordance with all Laws and Regulations. and shall cause such real property to be restored m its condition existing
prior to such removal (except for the absence of Hazardous Materials), including, to the extent required, any grading and
reinforcement necessary m restore the weight-bearing capacity of such real property prior to such event. The City shall
remove the Hazardous Materials and restore the real property in such a manner as not to interfere with the Contractor's
constmetiun or operation of the Project,
4.6.3. If Hazardous Materials are present on or under the Project right-of-way as a result of any discharge, dumping
or spilling on the Project right-of-way during the term of the Contract by any party, including the Contractor, other than
an agency of the executive branch of State or Federal Government, the Contractor shall at the Contractor's sole cost and
expense, cause any such Hazardous Materials to be encapsulated, treated or removed from the Project right-of-way and
transported for final disposal in accordance with all applicable Laws and Regulations, and shall cause the Project right-
of-way to be restored to its condition existing prior to such removal (except for the absence of the Hazardous Materials),
including, to the extent required, any grading and reinforcement necessary to restore the we~ght-beadng capacity of the
Project right-of-way prior to such event.
4.6A. The City shall not be responsible for the cost of and the removal or clean-up of Hazardous Materials found in
any materials brought to the Project Site, after the Project Site is turned over to the Contractor.
4.6.5. The Contractor shall provide the Project Manager 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.
4.6.6. The Contractor and the City shall cooperate with each other in the prosecution of any claim against or defense
of any claims made by third parties in concoction with Hazardous Materials present on the Project right-of-way or
contiguous properties owed or controlled by the City.
4.7 Contractor Representations
By executing the Contract. the Contractor represents that he/she has visited the site, familiarized hirafherself with the
local conditions under which the Work is to be performed [including weather conditions which can be expected), and
correlated bis observations with the requirements of the Contract Documents.
ARTICLE 5 - BONDS, INDEMNIFICATION AND INSURANCE
$. 1 Indemnification:
The Contractor agrees to indenmify and hold harmless the City, its officers, employees, insurers, and serf-insurance pool,
fi.om and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation
claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of
any kind whatsoever, which arise out of or are in any manner connected with this contract, to the extent that such injury,
loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the act, onussion,
error, professional error, mistake, negligence, or other fault of the Contractor. any subcontractor of the Contractor, or
any officer, employee, representative, or agent of the Contractor or of any subcontractor of the Contractor, or which
arises out of any wurkman's compensation claim of any employee of the Contractor or of any employee of any
subcontractor of the Con~cac/ur. The Contractor agrees to investigate, handle, respond to, and provide defense for and
defend against, any such liability, claims or demands at the sole expense of the Contractor. or at the option of the City,
agrees to pay the City or reimburse the City for the defense costs incurred by the City in connection with. any such
liability, claims, or demands. The Contractor also agrees to bear all other costs and expenses related thereto, including
court costs and attorney fees. whether or not any such liability, claims, or demands alleged are groundless, false, or
fraudulent. If it is determined by the final judgraant of a court of competent jurisdiction that such injury, loss, or damage
was caused in whole or in part by the act, omission, or other fault of the City, its officers, or its employees, the City shall
reimburse the Contractor for the portion of the judgment attributable to such act. omission, or other fault of the City, its
officers, or employees.
$.2 Contractor's Insurance:
5.2.1. The Contractor agrees to procure and maintain, at its own expense, a policy or policies of insurance sufficient
to insure against all liability, claims, demands, and other obligations assumed by the Contractor pursuant to Section 5,2
above, Such insurance shall be in addition to any other insurance requirements imposed by this contract or by law. The
Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 5.2
above by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain
insurance in sufficient mounts, duration, or types.
5.2.2. Contractor shall procure and maintain, and shall cause any subcontractor of the Contractor to procure and
maintain, the minimum insurance coverages listed in the Supplemental Conditions. If the Supplemental Conditions do
not set forth minimum insurance coverage/then the minimum coverage shall be as set forth below. Such coverage shall
be procured and maintained with forms and insurance acceptable to City. All coverage shall be continuously maintained
to cover all liability, claims, demands, and other obligations assumed by the Contractor pursuant to Section 5.2 above. In
the case of any claims-made policy, the necessary retroactive dates and extended reporting periods shall be procured to
maintain such continuous coverage.
5.2.2.1. Workmen's Compensation insurance to cover obligations imposed by applicable laws for any
employee engaged in the performance of work under this eunWact, 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.
5.2.2.2. Commercial General Liability insurance with minimum combined single limits o~ 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 form property damage (including completed operations), personal injury (including coverage for
contractual and employee acts), blanket contractual, independent contractors, products, and completed
operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy
shall contain a severability of interests provision.
5.2.2.3. 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 respect to each Contractor's owned, hired and non-
owned vehi¢lns assigned to or used in pefformanc~ of the services. The policy shall contain a severability of
interests provision. If the Contractor has no owned automobiles, the requirements of this Seedon 5.4.2.3 shall
be met by each employee of the Contractor providing services to the City under this contractd
5.2.3. Except fo/any Professional Liability insurance that may bo required, the policy or polioies required above shall
be endorsed to include the City of Aspen and the City of Aspen's officers and employees as additional insure, ds. Every
policy required above shall be ptamary insurance, and any insurance carried by the City of Aspen, its officers or
employe~s, or carried by or provided through any insurance pool of the City of Aspen, shall be excess and not
cuntributory insurance to that provided by Contractor. No additional insured endorsement to the policy required above
shall contain any exclusion for bodily injttry or property damage arising from completed ol~rations. The Contractor
shall be solely responsible for any deductible losses under any policy required above.
5.2.4. The certificate of insurance provided by the City of Aspen shall be completed by the Contractor's insurance
agent as evidence that policies providing the required coverage, conditions, and minimum limits are in full force and
effect, and shall be reviewed and approved by the City of Aspen prior to commencement of the contract. No other form
of certificate shall be used. The certificate shall identify this contrac[ and shall provide that the coverage afforded under
the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has
been gtven to the City of Aspen.
5.2.5 In addition, these Certificates of Insurance shall contain the following clauses:
Underwriters and issuers shall have no right of recovery or subrogation against the City of Aspen, it being the
intention of the parties that.the insurance policies so effected shall protect all parties and be primary coverage
for any and all losses covered by the above-deseribod insurance. To the extent that the City's insurer(s) may
become liable for secondary or excess coverage, the City's underwriters and insurers shall have no right of
recovery or subrogation against the Contractor.and issuers shall have no right of recovery or subrogation
against the City of Aspen, it being the intention of the parties that the insurance policies so effected shall
protect all parties and be primary coverage for any and all losses covered by the above, describod insurance.
To the extent that the City's insurer(s) may become liable for secondary or excess coverage, the City's
underwriters and insurers shail have no right of recovery or subrogation against the Contractor.
The insurance companies issuing the policy or policies shail have no recourse against the City of Aspen for
payment of any premiums or for assessments under any form of policy.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 form 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 Proposer and ail deductibles in the above-described insurance policies shall be
assumed by and be for the amount of, and at the sole risk of the Proposer.
Location of operations shall be: "All operations and locations at which work in connection with the referenced
project is done."
Certificates of Insurance for all renewal policies shall be delivered to the Architect 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.
5.2.6. Failure on the part of the Contractor to procure or maintain policies providing the required coverage,
conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately
terminate this contract, or at its discretion City may procure or renew any such policy or any extended reporting period
thereto and may pay any and all premiums in connection therewith. All moneys so paid by City shall be repaid by
Contractor to City upon demand, or City may offset the cost of the premiums against moneys due to Contractor from
City.
5.2.T City reserves the right to request and receive a certified copy of any policy and any endorsement thereto.
5.3 City's Liability Insurance:
5.3.1. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing
Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and
manual are kept at the City of Aspen Finance Depurmaant and are available to Contractor for inspection during normal
business hours. City makes no representations whatsoever with respect to specific coverage offered by CIRSA. City
shall provide Contractor reasonable notice of any changes in its membership or participation in CIRSA.
5.3.2. The parties hereto further understand and agree that City is relying on, and does not waive or intend to waive
by any provision of this contract, the monetary limitations or any other rights, immunities, and protections provided by
the Colorado Goverunaantal Immunity Act. Section 24-10-101 e~ seq., C.R.S., as from time m time amended, or
otherwise available to City, its officers, or its employees. Further, nothing in the Contract Documents shall be conslmed
or interpreted to require or provide for indemnification of the Cnntractor by the City for any injury to any person or any
property damage whatsoever which is caused by the negligence or other misconduct of City or its agents or employees.
ARTICLE 6 - CONTRACTOR'S RESPONSIBILITIES
6.1 General Responsibilities:
6.1.1. The Contractor shall perform all of the Work in conformance with the Contract Documents.
6.1.2. The Contractor covenants and warrants that it shall be responsible for performing the Work, and that it shall do
or cause to he 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
Conlrect Documents. and shall achieve Substantial Completion (100% of the Work) by the Contract Time.
6.1.3. Construction services shall be performed in accordance with those professional standards listed in the Special
Conditions for quality and scope and shall be performed by the entities and persons. Subcon~:actors and specific
personnel identified in the Con,actor's Proposal in accordance with their respective degrees of participation provided
and represented to City. Other construction services shall be performed by qualified construction Subcontractom and
Suppliers, selected and paid by the Contractor. 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 Supervision and Superintendence:
6.2.1. The Contractor shall supervise and dkect the Work competently and efficiently devoting such atiantion thereto
and applying such skills and expertise as may be necessary m perform the Work in accordance with the Contract
Documents. The Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures
of construction. The Contractor shall be responsible to see that the finished Work complies accurately with the Contract
Documents.
6.2.2. The Contractor sliall keep on the Work at all times during its pro~ess a competent resident superintendent,
who shall not be replaced without written notice m the City and the Project Manager except under extraordinary
circumstances. The superintendent will be the Contractor's representative at the site and shall have authority to act on
behalf of the Contractor. All eommuuications given to the superintendent shall be as binding as if given to the
Coat~actor.
~.3 Labor, Materials and Equipment:
6.3.1. The Contractor shall provide competent, suitably qualified personnel to survey and lay om the Work and
perform construction as required by the Contract Documents. The ConUactor shall at all times maintain good discipline
and order at the site. Except in connection with the safety or protection of persons or the work or property at the site or
adjacent thereto, and except as otherwise indicated in the Conlraet Documents. all Work at the site shall be performed
during regular working hours, and the Contractor 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 Project
Manager.
6.3.2. 'Unless otherwise specified in the Specific'Conditions or Specific Provisions, the Contractor 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. Ail materials and equipment shall be of good quality and new, except as otherwise provided in the Contract
Documents. If required by the Project Manager, the Contractor shall famish satisfactory evidence (inohiding reports of
required tests) as to the kind and quality of materials and equipment. All materials and equipment shall be applied,
installed, connected, erected, used, cleaned and conditioned in accordance with the insmactions of the applicable
Supplier except as otherwise provided in the Contract Documents; but no provision of any such instructions will be
effective to assign to the Project Manager, or any of the Project Manager's annsulta~ts, agents or employees, any duty or
authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake
responsibility contrary to the provisions of paragraph 9.10.1. or 9. t0.2.
6.4 - 6.6 Reserved
6. 7. Work Schedule:
6.7.1. The Contractor shall submit to the Project Manager for acceptance such schedule of work progress reports~
est/mates, records, and other data as the City may require concerning work performed or to be performed.
6.7.2. Prior to beginning of Work and or before the Pre-construction Conference, the Contractor shall submit
schedules showing the order in which he/she proposed to carry ou the Work, including dates at which he/she will start
the various parts of the Work, estimated date of completion of each part~
6.8 Substitutes of "or-equal" Items:
6.8.1, Whenever materials or equipment are specified or described in the Contract Documents by using thc name of a
proprietary item or the name of a particnlar Supplier the naming of the item is intended to establish the type, function
and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or
equipment of other Suppliers may be accepted by the Project Manager if sufficient information is submitted by the
Contractor to allow the Project Manager to determine that the material or equipment proposed is equivalent or equal to
that named. The Project Manager will include the following as supplemented in the General Requiremants. Requests for
review of substitute items of material and equipment will not be accepted by the Project Manager from anyone other
than the Contractor. Iff the Contractor wishes to furnish or use a substitute item of material or equipment, the. Contractor
shall make written application to the Project Manager for acceptance thereof, certifying that the proposed substitute will
perform adequately the functions and achieve the results called for by the general design, be similar and of equal
substance to that specified and be suited to the same use as that specified. The application will state that the evaluation
and acceptaece of the proposed substitute will not prejudice the Contractor's achievement of Substantial Completion on
time, whether or not acceptance of the substitute for use in the Work will require a change in any of the Contract
Documents (or in the provisions of any other direct contract with the City for work on the Project) to adapt the design to
the proposed substitute and whether or not incorporation or use of the substitute in connection with the Work is subject
to payment of any license fee or royalty. All variations of the proposed substitute fi.om that specified will be identified
in the application and available maintenance, repair and replacement service will be indicated. The application will also
contain an itemized estimate of all costs that will result directly or indirectly fi.om acceptance of such substitute,
including costs of redesign and claims of other contractors affected by the resulting change, all of which shall be
considered by Architect in evaluating the proposed substitute. The Project Manager may require the Contractor to
furnish at Contractors expense additional data about the proposed substitute.
6.8.2. If a specific means, method, techn/que, sequence or procedure of construction is indicated in or required by the
Contract Documents, the Contractor may furnish or utilize a substitute means, method, sequence, technique or procedure
of construction acceptable to the Project Manager. The procedure for review by the Project Manager shall be similar to
that provided in paragraph 6.8.1.
6.8.3. The Project Manager will be allowed a reasonable time within which to evaluate each proposed substitute. The
Project Manager will be the sole judge of acceptability, and no substitute will be ordered, installed or utilized without
the Project Manager's prior written acceptance which will be evidenced by an approved Shop Drawing. The City may
require the Contractor to furnish at the Contractor's expense a special perfurmanee guarantee or other surety with respect
to any substitute. The Project Manager will record time required by the Project Manager and the Project Manager's
consultants in evaluating substitutions proposed by the Conta'ac[or and in making changes in the Contract Documents
occasioned thereby. Whether or not the Project Manager accepts a proposed substitute, the Contractor shall reimburse
the City for the charges of the Project Manager and the Project Manager's consultants for evaluating each proposed
substitute.
6.9 Subcontractors, Suppliers and Others:
6.9.1. TI~e Contractor shall no[ employ any Subcontractor, Supplier or other person or organization (including those
acceptable to the City and the Project Manager as indicated in paragraph 6.9.2), whether initially or as a substitute,
against whom the City or the Project Manager may have reasonable objection,
6.9.2. If the Special Conditions require tho identity of certain Subcontractors. Suppliers or other persons or
organizations including those who are to furnish the principal items of materials and equipment to be submitted to the
City in advance of the specified date prior to the Effective Date of the Agreement for acceptance by the City and the
Project Manager and if the Contractor has submitted a list thereof in accordance with the Special Conditions, the City's
or the ?roject Manager's acceptance (either in writing or by failing to make written objection thereto by the date
indicated for acceptance or objection in the bidding documents or the Contract Documents) of any such Subcontractor,
Supplier or other person or organization so identified may be revoked on the basis of reasonable objection after due
investigation, in which ease the Contractor shall submit an acceptable substitute, the Contract Price will be increased by
the difference in the cost occasioned by such substitution and an appropriate Written Notice of Amendment signed. No
acceptance by the City or the Project Manager of any such Subcontractor. Supplier or other person or organization shall
constitute a waiver of any right of the City or the Project Manager to reject Defective Work.
6.9.3. The Contractor shall be fully responsible to the City and the Project Manager for all acts and omissions of the
Subcontractors, Suppliers and other persons and organizations performing or furnishing any of the Work under a direct
or indirect con~cact with Contractor just as Con~'actor is responsible for Contractor's own acts and omissions. Nothing
in the Contract Documents shall create any contractual relationship between the City or the Project Manager and any
such Subcontractor, Supplier or other person or organization, nor shall it create any obligation on the part of the City or
the Project Manager to pay or to see to the payment of any moneys due any such Subcontractor, Supplier or other person
or organization except as may otherwise be required by Laws and Regulations.
6.9.4. The divisions and sections of the Specifications and the identifications of any Drawings shall not control the
Contractor in dividing the Work among Subcontractors or Suppliers or delineating the Work to be performed by any
specific trade,
6.9.5. All Work performed for Contractor by a Subcontractor will be pursuant to an appropriate agreement between
the Contractor and the Subcontractor which specifically binds tho Subcontractor to the Applicable terms and conditions
of the Contract Documents for the benefit of the City and the Project Manager and contain waiver provisions as required
by Section 5.3. The Contractor shall pay each Subcontractor a just share of any insurance moneys received by the
Contractor on account of losses.
6.10 Subcontracting and Percentage of Work Awarded to Subcontractor(s):
6.10.1. Thc Contractor ma)J utilize the services of specialt~ Subcontractors on those parts of the
Work, which under normal contracting practices, are performed by specialty Subcon~actors.
6.10,2. The C~ntract~r sha~~ n~t award w~rk t~ Subc~~tract~r(s )~ in excess ~f f~ny nine percent (49%) ~f the C~ntra~t
Price. This condition shall be a minimum standard for a qualified Prime Contractor to perform within the City rights of
ways.
6~11 Patent Fees and Royalties:
The Contractor shall pay all license fees and royalties and assume all costs incident to the usc in the performance of the
Work or the incorporation in the Work of andy invention, design, process, product or device which is the subject of patent
rights or copyrights held by others. Contractor shall indenmif~ and hold harmless the City and the Project Manager and
anyone directly or indirectly employed by either of them from and against all claims, damages, losses and expenses
(including attorney's fees and court costs) arising out of any infringement of patent fights or copyrights incident to the
use in the performance of the Work or resulting from the product or device not specified in the Contract Documents, and
shall defend ail such claims in connection With any alleged infringement of such rights.
6.12 Permits:
Unless otherwise provided in the Special Conditions, the Contractor shall Obtain and pay for ail cons~zuction permits and
licenses. The City shall assist the Contractor, when necessary, in obtaining such permits and licenses. The Contractor
shall pay ~11 governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable
at the time of opening of Bids on the Effective Date of the Contract. The Contractor shall pay ail charges of utility fees
for connections to the Work, and the City shail pay all charges of such utility owners for capital costs related thereto
such as plant investment fees.
6.13 Laws and Regulations:
6.13.1. The Contractor shail give all notices and comply with all Laws and Regulations applicable to furnishing and
performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither the
City nor the Project Manager shall be responsible for monitoring the Contractor's compliance with any Laws or
Regulations.
6.13.2. If the Contractor observes that the Specifications or Drawings are at variance with any Laws or Regulations,
the Contractor shall give the Project Manager prompt written notice thereof, and any necessary changes will be
authorized by one of the methods indicated in paragraph 3.4. If the Contractor performs any Work knowing or having
reason to know that it is contrary to Laws or Regulations, and Without such notice to the Project Manager, the Contractor
shall bear all costs arising therefrom.
6.14 Taxes:
The Contractor shail pay ail existing and future epplicabIe Federal, State and local sales, consumer, use and other similar
taxes whether direct or indirect. Federal excise tax may not apply to materials purchased by the City. The Contract Price
shall include all other Federal, State, and/ur local direct or indirect taxes which do apply. The Contract Price shall
include the cost of compliance with all other Federal Laws and Regulations at no additionai cost to the City (except as
provided in the Contract Documents). The Contractor shall not be reimbursed separately for any taxes which may apply
except as provided in the Contract Documents and the Contractor shall be responsible for all taxes which may apply.
The City is tax exempt from Federal Excise Tax under Chapter 32 of the Internal Revenue Code. The APCHA is exempt
from such taxes under registration numbers 98-02624. The Coutractor and its Subcontractors shail apply to the Colorado
Department of Revenue for a Certificate of Exemption indicating that the Contractor or Subcontractor's purchase of
consmaction material or building materials is for use in a building, structure, or other public work owned and used by the
City.
6.15 Use of Premises:
6.15A. The Contractor shall confine construction equipment, the storage of materiais and equipment and the
operations of workers to the Project site and land and areas identified in, and permitted by, the Contract Documents and
other land and areas permitted by Laws and Regulations, rights-of-way, permits and easemenm, and shall not
anreasonably encumber the premises with construction eqmpmant or other materials or equipment. The Contractor shall
assume full responsibility for any damage m any such land or ama. or to the owner or occupant thereof or of any land or
areas conuguous thereto, resulting from the performance of the Work. Should any claim be made against the City or the
Project Manager by any such owner or occupant because of the performance of the Work, Contractor shall promptly
settle with such other party by agreemem or otherwise resolve the claim by law. The Contractor shall, to the fullest
extem permitted by Laws and Regulations, indemnify and hold the City and the Project Manager harmless from and
against all claims, damages, losses and expenses (including, but not limited to. fees of engineers, architects, attorneys
and other professionals and court costs) arising directly, indirectly or consequentially out of any aetiun, legal or
equitable, brought by any such other party against the City or the Project Manager to the extent based on a claim arising
out of the Contractor's performance of the Work,
6.15.2. During the progress of the Work. the Contractor shall keep the premises free from accumulations of waste
materials, rubbish and other debris resulting from the Work. At the completion of the Work, the Contractor shall
remove all waste materials, rubbish and debris from and about the premises as well as all tools, appliances, constmctiun
equipment and machinery, and surplus materials, and shall leave the site clean and ready for occupancy by the City. The
Contractor shall restore to original condition all property not designated for alteration by the Contract Documents.
6.15.3. The Contractor shall not load or permit any part of any stmetare to be loaded in any manner that will endanger
the structure, nor shall the Contractor sub. leer any part of the Work or adjacent property to stresses or pressures that will
endanger it.
6.16 Record Documents:
The Contractor shall maintain in a safe place at the site one record copy of ail Drawings, Specifications. Addenda.
Written Amendments, Change Orders, Work Directive Changes, Field Orders and written interpretations and
clarifications in good order and annotated to show all changes made during eonstmetiun. These record documents
together with all approved samples and a counterpart of all approved Shop Drawings will be available to the Project
Manager for reference. Upon completion of the Work, these record documents, samples and Shop Drawings will be
delivered to the Project Manager for the City.
6.17 Safety and Protection:
6.17.I. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and
programs in connection with the Work. The Contractor shall take all necessary precautions for the safely of, and shall
provide the necessary protection to prevent damage, injury or loss to:
6.17.1.1. AIl 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
6.17.1.3. Other property atthe siteor adjacentthereto, including~rees, shrubs, lawns, walks, pavements, road-
ways, structures, utilities and Underground Facilities not designated for removal, relocation or
replacement in the course of constreetion.
The Contractor 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 from damage, injury or loss; and shall erect and maintain all necessary
safeguards for such safety and protection. The Contractor shall notify owners of adjacent property and of Underground
Facilities and utility owners when prosecution 6f the Work may affect them, and shall cooperate with them in the
protection, removal, relocation and replacement of their property. All damage, injury or loss to any property referred to
in paragraph 6.17.1.2 or 6.17.1.3 caused, directly or indirectly, in whole or in part, by the Contractor, any Subcontractor.
Supplier or any other person or organization directly or indirectly employed by any of them to perform or furnish any of
the Work or anyone for whose acts any of them may be liable, shall be remedied by the Contractor. The Contractor's
duties and responsibilities for the safety and protection of the Work shall continue until such time as all the Work is
completed and the Project Manager has issued a notice to the City and the Contractor in accordance with Section 14.5
that the Work is acceptable (except as otherwise expressly provided in connection with Substantial Completion).
6.17.2. The Contractor shall designate a person competent in OSHA safety related matters at the site at all times during
construction whose duty shall be the prevention of aceidants thcluding confined space entry and work in the confined
spaces,
6.18 Emergencies:
In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto, the
Contractor, without special instruction or authorization from the Project Manager or the City, is obligated to act to
prevent threatened damage, injury or loss. The Contrector shall give the Project Manager prompt written notice if the
Contractor believes that any significant changes in the Work or variations from the Contract Documents have been
eansed thereby. If the Project Manager determines that a change in the Contract Documents is required because of the
action taken in response to an emergency, a written order wil[ be issued to document the consequences of the changes ur
variations.
6.19 Shop Drawings and Samples:
6.19,1. Al~er checking and verifying all field measurements and after complying with applicable procedures specified
in the Contract Documents, the Contractor shall submit to the Project Manager for review and approval in accordance
with the approved schedule of Sh~ Drawing submissions prior to Pre-construction Conference. or for other appropriate
action if so indicated in the Special Conditions, three (3) copies (unless otherwise specified) of all Shop Drawings,
which will bear a stamp or specific written indication that the Contractor has satisfied the Contractor's responsibilities
under the Contract Documents with respect to the review of the submission, All submissions will be identified as the
Project Manager may require. The data shown on the Shop Drawings will be complete with respect m quantities,
dimensions, specified performance and design criteria, materials and similar data to enable the Project Manager to
review the information as required.
6.19.2. The Contractor shall also submit to the Project Manager for review and approval with such promptness as to
cause no delay in Work, all samples required by the Contract Documents. All samples will have been checked by and
accompanied by a specific written indication that the Contractor has satisfied the Contractor's responsibilities under the
Contract Documents with respect to the review of the submission and will be identified clearly as to material, Supplier.
pertinent data such as catalog numbers and the use for which intended,
6.19.3, Before submission of each Shop Drawing or sample, the Contractor shall have determined and verified all
quantifies, dimensions, specified performance criteria, installation reqUn'emants, materials, catalog numbers and similar
data with respect thereto: and reviewed or coordinated each Shop Drawing or sample with other Shop Drawings and
samples and with the requirements of the Work and the Contract Documents.
6.19A. Al the time of eech submission~ the Contractor shall give the Project Managar specific written notice of each
variation that the Shop Drawings or samples may have from the requirements of the Contract Documents, and, m
addition, shall cause a specific notation to be made on each Shop Drawing submitted to the Project Manager for review
and approval of each such variation.
6.19.5. The Project Manager will review and approve with reasonable promptness Shop Drawings and samples, but
the Project Manager's review and approval will be only for conformance with the design concept of the Project and for
compliance with the information given in the Contract Documents and shall not extend to means, methods, techniques,
sequences or procedures of construedon (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
functions. The Contractor shall make corrections required by the Project Manager, and shall return the required number
'13i' iii i' r ,[,
of corrected copies of Shop Drawings and submit as required new samples for review and approval. The Contractor
shall direct specific attention in writing to revisions other than the corrections called for by the Project Manager on
previous submittals.
6.19.6. The Project Manager's review and approval of Shop Drawings or samples shail not relieve the Contractor from
responsibility for any variation from the requirements of the Contract Documents unless the Contractor has in writing
called the Project Manager's attention to each such variation at the time of submission as required by paragraph 6.19.4
and the Project Manager 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 Project Manager
relieve the Contractor 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 performed prior to the
Project Manager's review and approval of the pertinen$ submission will be the sole expense and responsibility of the
Contractor.
6.20 Mechanics' Liens:
6.20.1. The Contractor covenants and agrees that, to the extent permitted by law, no claims or mechanics' liens against
public funds (mechanic's liens) or claims of any kind, will be permitted to arise, be filed or maintained against the
Project or any part of it, an3" interest in it or any improvements on it, against any moneys due or to become due from the
City to the Contractor. for or on account of any work, labor, services, materials, equipment or other items performed or
furnished for or in connection with the Project, and the Contractor for itself, its Subcontractors, laborers and material
suppliers and employees does waive, release and relinquish these claims or liens and all rights to file or maintain these
liens and agrees further that this waiver of liens and waiver of the right to file or maintain liens shall be independent
covenant and shall apply also to work, labor, services performed, materials, equipment and other items furnished under
any Change Order or supplemental agreement for extra or additional work in connection with the Project. The
Contractor agrees to defend, indemnify, protect and save harmless the City from and against any and ail claims or liens
and actions brought or judgments rendered, and from and against any and ail loss, damages, liability, costs and expenses.
including legal fees and disbursements, which the City may sustain or incur in connection with the Project.
6.20.2. The Contractor also agrees as above for all of its Subcontractors. including but not limited to suppliers and
employees. If any of the Contractor's Subcontractors, suppliers, employees or any other person directly or indirectly
acting for, through or under its authority or any of them files or maintains a lien or claim as described above, the
Contractor agrees to eanse claims or liens to be satisfied, removed or discharged at its own expense by bond, payment or
otherwise within thirty (301 consecutive calendar days from he date of the filing, and upon the Conuactor'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 law. to
cause the liens or claims to be satisfied, removed or discharged by whatever means the City chooses, at the entire cost
and expense of the Contractor, the expense to include legal fees and disbursements. The Contractor shall give a copy of
Claim Release form to all Subcontractors and suppliers and shall include these provisions in all written contracts with
Subcontractors, or give written notice to all Subcontractors, suppliers or other persons having oral agreements with the
Contractor.
6.20.3. The Contraetgr agrees that moneys received for the performance of this Contract shall be used ftrst fur payment
due for labor, material, and services for the Project and taxes, and the moneys shall not be diverted to satisfy obligations
of the Contractor on other accounts or contracts. The Contractor shall pay Subcontractors within Ten (10) consecutive
calendar days of receipt of a progress payment from the City. The Contractor shall furnish sworn affidavits in
accordance with the form furnished by the City, which shall state that amounts due or to become due, mounts paid, and
any other information necessary m indicate the financial condition of the Contractor. insofar as it relates to services,
labor and material furnished, and to be furnished, under this Contract. The City may take steps k may deem necessary m
protect itself against any claims.
6.21 Continuing the Work:
The Contractor 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 Contractor and the City may otherwise agree in writing.
6.22 Contractor Facilities:
All temporary contractor 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 am not necessarily limited to. the
following: (a) job site office space, (b) construction water distribution. (c) temporary closures, (d) temporary heat, (e)
hoists and temporary cranes, (0 temporary roads and paving, (g) construction aids and miscellaneous facilities. (h)
temporary power distribution, (i) temporary lighting, (j) temporary toilet facilities. All operations of the Contractor,
including storage of materials, upon the City's premises shall be confined to areas authorized or approved by Owner in
writing. Temporary buildings, storage sheds, shops, offices, may be erected by the Contractor only with the written
approval of the City and shall be built or provided with labor and materials furnished by the Contmctur without expense
to the City, Such temporary buildings and utilities shall remain the property of the Contractor and shall be 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.
The Contractor shall perform and coordinate his/her activities with other Contractors to a¥oid conflict and minimize
disruptions.
7.1.2. The Contractor shall afford each utility owner and other contractor who is a party to such a direct contract (or
the City if the City is performing the additional work with the City's employees) proper and safe access to the site and a
reasonable opportunity for the introduction and storage of materials and eqmpmem and the execution of such work, and
shall properly connect and coordinate the Work with theirs. The Contractor shall do all cutting, fitting and patching of
the Work that may be required to make its several parts come together properly and integrate with such other work The
Contractor shall not endanger any work of others by cutting, excavating or otherwise altering their work and will only
cut or alter their work with the written consent of Architect and the others whose work will be affected. The duties and
responsibilities of Contractor under this paragraph are for the benefit of such utilit~ owners and other contractors to the
extent that there are comparable provisions for the benefit of the Contractor in said direct contracts between the City and
such utility owners and other conwacrers.
7.1.3. If any part of the Contractor's Work depends for proper execution or results upon the work of any such other
contractor or utility owner (or the City), the Contractor shall inspect and promptly report to the ProJect Manager in
writing any delays, defects or deficiencies in such work that render it unavailable or unsuitable for such proper exeaution
and results. The Contractor's failure to report such conditions will constitul~ an acceptance of the other work as fit and
proper for integration with the Contractor's Work except for latent or non-apparent defects and deficiencies in the other
work.
7.2 Coordination:
If the City contracts with others for the Performance of other work on the Project at the site, the person or organization
of the activities among the various prime contractors 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
respensibilifies may be provided, in the Special Conditions. Unless otherwise provided in the Special Conditions,
neither the City nor the Project Manager shall have any authority or responsibility in respect of such coordination.
ARTICLE 8 - CITY'S RESPONSIBILITIES
8.1. Communications
The City shall issue al! communications to the Contractor through the Project Manager or his/her designated person.
8.2. Payment
The City shall furnish the data required of the City under the Contract Documents promptly and shall make payments to
the Contractor through processing of the monthly Progress Pay Estimate forms within 30 days from the cut-off date for a
pay estimate form.
8.3, Appropriations
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 not issue any Change Order or execute
a Written Amendment requiring additional compensable work, which work causes the aggregate amount appropriated by
the City, unless the Contractor is given a written assurance that a lawful appropriations to cover the costs of the
additional work shall be made.
ARTICLE 9 - PROJECT MANAGER'S STATUS DURING
CONSTRUCTION
9.1 City's Representative:
The APCI-IA Project Manager shall be the City's representative during the construction period. The duties and
responsibilities and the limitations of authority of the Project Manager as the City's representative during construction
are set forth in the Contract Documents and shall not be extended without written consent of the City and the Project
Manager,
9.2 Visits to Site:
The Project Manager shall make visits to the site at intervals appropriate to the various stages of construction to observe
the progress and quality of the executed Work and to determine, in general if the Work is proceeding in accordance
with the Contract Documents. The Project Manager shall make on-sita inspections to observe the quality or quantity of
the Work. The Project Manager's efforts will be directed toward providing for the City a greater degree of confidence
that the completed Work will conform to the Contract Documents. On the basis of such visits and on-site observations,
the Project Manager will keep the City informed of the progress of the Work and will endeavor to guard the City against
defects and deficiencies in the Work.
9.3 Project Representation:
If the City and the Project Manager agree, the Project Manager will furnish a Resident Project Representative to assist
the Project Manager in observing the performance of the Work. The duties, responsibilities and limitations of authority
of any such Resident Project Representative and assistants will be to ensure conformance of work with specifications
provided in the Special Conditions. If the City designates another agent to represent the City at the site who is not the
Project Manager's agent or 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:
The Project Manager will issue with reasonable prompmass such written clarifications or interpretations of the
requirements of the Contract Documents [in the form of Drawings or otherwisel as the Project Manager may determine
necessary, which shall be consistent with or reasonably inferable fi.om the overall intent of the Contract Documents, ff a
written clarification or interpretation justifies an increase in the Contract Price or an extension of the Contract Time. the
Contractor shall meet with the Project Manager and resolve the issue. Ail such requests or claims shall be submitted to
the Project Manager.
9.5 Authorized Variations in Work and Minor Contract Revisions:
The Project Manager may request or authorize minor variations in the Work from the requirements of the Contract
Documents which do not involve an adjustment in the Contract Price or the Contract Time and are consistent with the
overall intent of the Contract Documents. These may be accomplished by a written request or a field order and will be
binding on the City, and also on the Contractor who shall perform the Work involved promptly. If the Contractor
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 Contractor may make a claim therefor as provided herein.
9.6 Rejecting Defective Work:
The Project Manager will have authority to disapprove or reject Work which the Project Manager believes to be
Defective, and will also have authority to require special inspection or testing of the Work as provided herein below,
whether or not the Work is fabricated, installed or completed.
9.7. Shop Drawings, Change Orders and Payments:
9.7.1. In connection with the Project Manager's responsibility for Shop Drawings and samples, sec paragraphs
6.19.1. through 6.20.1. inclusive.
9.7.2. In connection with the Project Manager's responsibilities as to Change Orders, sec Article 10 and Article 11,
9.7;3. In connection with the Project Manager's responsibilities in respect of request for Payment, etc., sec Article 14.
9.8 Decisions on Disputes:
9.8.1. The Project Manager will be the initial interpreter of the requirements of the Contract Documents and judge of
the acceptability of the Work thereunder. Claims, disputes and other matters raised by Contractor relating to the
acceptability of the Work or the interpretation of the requirements of the Contract Documents pertaining to the
performance and furnishing of the Work and claims under Articles 11 and 12 in respect to changes in the Contract Price
or Contract Time shall be referred initially to the Project Manager in writing with a request for a formal decision in
accordance with this paragraph, which the Project Manager will render in writing within a reasonable time. Written
notice of each such claim, dispute and other matter by the Contractor will be delivered to the Project Manager promptly
(but in no event later than thirty days) after the occtm*nce of the event giving rise thereto, and written supporting data
will be submitted to the Project Manager and the City within sixty days after such occurrence unless the Project Manager
allows an additional period of time to ascertain more accurate data in support of the claim.
9,8.2. The rendering of a decision by the Project Manager pursuant to paragraph 9.8.1. with respect to any such claim,
dispute or other matter shall be a condition precedent to any exercise by the Contractor of such rights or remedies as the
Contractor may otherwise have under the Contract Documents or by Laws or Regulations in respect of any such claim,
dispute or other matter. The City shall not be bound by any initial interpretation by the Project Manager of the
requirements of the Contract Documents, judgment on the acceptability of the Work thereunder, or formal decision
made by the Project Manager in accordance with paragraph 9.8.1. Any dispute not resolved by the initial decision of the
Project Manager shall be decided by the City, who shall reduce the decision in writing and furnish a copy thereof to the
COntractor and the Project Manager. The decision of the City shall be final subject to review by~ the Pitkin County
District Court in Pitkin County, Colorado. Pending final decision of a dispute hereunder, the Contractor shall proce~t
diligently with the performance of the Work and in accordance with the Project Manager's interpretation.
9.9 Reserved
9.10 Limitations on Project Manager's Responsibilities:
9.10.1. Neither the Project Manager's authority to act under this Art/cie 9 or elsewhere in the Contract Documents nor
any decision made by the Project Manager in good faith either to exercise or not exercise such anthmity shall give rise to
any duty or responsibility of the Project Manager to the Contractor, any Subcontractor, any Supplier. or any other person
or organization performing any of the Work, or to any surety for any of them.
9.10.2. Whenever in the Contract Documents the terms "as ordered" "as directed", "as required", "as a/lowed", "as
9pproved" or terms of like effect or import are used, or the adjectives "reasonable". "suitable", "acceptable", "proper" or
"satisfactory" or adjectives of Like effect or import are used to describe a requirement, direction, review or judgment of
the Project Manager 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 effective to assign to the Project Manager any duty or
authority to supervise or direct the furnishing or performance of the Work or any duty or authority To undertake
responsibility contrary to the Contract Documents.
ARTICLE 10 - CHANGES IN THE WORK
10.1 City Initiated Changes
10. I. 1. The City may requtre, without notification to sureties, the Contractor to perform changes, additions or deletions
m the Work at anytime after execution of the Contract without invalidating the Contract. Changes shall be accomplished
as set forth in Section 3,2, above.
10. L2. The Contractor shall promptly perform changes in the Work in accordance with appLicable provisions of the
Contract Documents, unless otherwise provided in a Change Order or Amendment to the Contract for Construction.
10.1.3. The following procedure shall be followed for ~e City notifying the Contractor of proposed City initiated
changes. The Project Manager shall issue a notice informing the Contractor of a planned change in the Work and its
scope, and requesting the Contractor's detailed price proposal The Contractor, at no expense to the City, sb. all submit a
priced proposal for performing the proposed change in the Work. The Contra~ctor, within Ten (10) consecutive calendar
days after receiving the Notice of Change, or such longer time which the Project Manager in his/her discretion has
granted, shall provide the Project Manager with a complete and itemized proposal which includes the estimated increase
or decrease in the Contract Price and/or in the Contract Time attributable to the planned changes on the criteria and
methods described in Article 11. The Contractor shall be responsible for delays to the Work and any additional eests
incurred by the City caused by its failure to submit complete pricing infomaation within the time provided above. The
Contractor shall participate with the City in prompt joint analysis and negotiations to finalize a Change Order, if
necessary.
10.2 Written Notice of Change
10.2.1. A Written Notice of Change may be used when:
a) The City determines that the Contractor must proceed immediately to perform a change in the Work
in order to avoid an adverse impact on the 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 Contractor have not completed their negotiation and reached agreement on all of the
terms of a Change order', but the City requires the ConU'actor to proceed without such agreement.
10.2.2. Upon receipt of a Written Notice of Change the Contractor shall promptly proceed with performing the change
in the Work. Additionally, the Contractor shall comply with all the requirements of 10B of these General Conditions.
10.3 Change Order
When the Contractor and the City reach agreement on the adjustments to the Contract Price and/or Contract Time, such
agreements shall be promptly recorded in an executed Change Order.
10.4 Contractor Change Request
10.41. If the Con.actor: (i) receives any oral or written instructions, directives or interpretations of Contract
Docements, or determinations from the Project Manager or, (ii) identifies what it believes are design etrors or omissions
in the Contract Drawings or Specificetions, or (iii) encounters a differing site condition; or, (iv) is delayed in the
progress of the Work; or, (v) becomes aware of any other matter or circumstance which it believes would require a
change in the Contract Price or Contract Time, the Contractor shall give the Project Manager prompt written notice of
such matters in a letter or notice denominated "Contractor Change Request".
10.4.2. AIl Contractor Change Requests shall be dated, numbered sequentially, aad shall describe the action or evem
which the Contractor be¥1eves may require an extension in time or price. The Contractor shall also provide descriptions
of possible Contractor actions or solutions to minimize the cost of the Contractor 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, determinations, or the discovery of any errors or
omissions in the Contract Documents, a Contractor Change Request shall be submitted before the Contractor acts on
them, but in no event more than Ten (10~ consecutive calendar days after they were received or discovered.
10.8.4. With respect m any differing site conditions, a Contractor Change Request shall be submitted before the
conditions are disturbed, but in no event more than Ten (10) consecutive calendar dcrvs after the conditions are first
discovered,
10.4.5. With respect m delays, a Contractor Change Request shall be submitted as soon as the Contractor has
knowledge of the delay, but in ne event more than Ten (I0) consecutive calendar days therefrom.
10,8.6. With respect to any matters or cimumstance which the Contractor b~ieves would require a change, including
delays, a Contractor Change Request shall be submitted as soon as the Contractor has knowledge of the matter or
circumstance, but in no event more than Ten (I0} consecutive calendar days after the Contractor becomes aware of such
circumstance or matter.
10,5 Down Time:
The Con.actor may be granted lime extension for down tiree. No other compensation of any kind shall be made to the
Contractor for down time. Equiptr~nt failure, lack of adequate labor or tools or materials to perform the Work shall not
constitute down tirae.
10.6 Submittal Requirements and Waiver of Claims
10.6.1. If the Contractor does not submit a Contractor Change Request within thc time required above, any action by
the Contractor related to such order, direction, instruction, interpretation, determination, design error or omission, or
other matter, including delays or differing site conditions, will not be considered by the City as a change to the Work and
the Contractor waives any claim for an adjustment on the Contract Price or the Contract Time.
10.6.2. The Contractor shall, within Ten (IO).consecuiive calendar days submit in detail, a Contractor Change
Request, and provide the Project Manager a complete and itemized proposal which contains the information described
in Article 11. The proposal shall also contain a detailed explanation, citing all applicable provisions in the Contract
Documents, which supports the Contractor Change Request. If the Contractor does not submit its itemized proposal
within the time described above or within such extension which the Project Manager, in his/her discretion may have
granted in writing, it waives any claim for an adjustment in the Contract Price or Contract Time arising out of the act or
event described in the Contract Change Request.
10.6.3. If a Cotaractor Change Request is danied by the Project Manager, 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 Contractor Change Request is
waived unless the Contractor timely complies with the provisions of paragraphs 10.4.1. through 10.4.6.
ARTICLE 11. CHANGE OF CONTRACT PRICE OR CONTRACT TIME
11.1 Contract Price Adjustments.
All adjustments to the Contract Price shall be determined by using one or more of the following methods:
11.1.1 A negotiated lump sum for work items that :armor be itemized. The Contractor shall promptly provide suffi-
cient substantiating data, including calculations, measurements, cost records, production rates, eqmpment types and
capacity, labor costs by craft and other information which the City may reasonably require the Contractor to produce in
order to permit the City to evaluate the Contractor's lump sum change order proposals. In pricing this proposal, the
Contractor shall include estimates of the type of costs described in Section I 1.4 below.
I 1.1.2 Unit prices stated in the Contract Documents or subsequently agreed upon multiplied by final verified quanti-
fies of work performed;
11.1.3 Cost to be determined in a manner agreed upon by the pa~ties which includes markups that do not exceed those
set forth in Section 11.4 below.
11.1.4 Costs to be determined in the manner described in Section I 1.3.1.
11.2 Contract Time Adjustments.
11.2.1 Any extension of the Contract Time must be requested in a Contractor Change Request which complies with all
of the requirements of paragraphs 10.4.1 through 10.4.6. Failure to strictly comply with the timing and submittal
requirements shall constitute a waiver of any request or claim.
11.2.2. If the Contractor is delayed at any time in the progress of the Work and such delay was caused, in whole or in
part, by the act or omission of the City, or by changes ordered in the Work pursuant m strikes, lockouts, ftre, unusual
delay by common carders, unavoidable casualties, or any other causes beyond the Contractor's control, then the Contract
Time shall be extended by the City. Such extensions will be for a period of time as the City may in its discretion
determine, provided however that such delay could not have been avoided by the exercise of due diligence by the
Contractor and did not result from the acts or omissions of the Contractor and, provided further, that they Contractor has
taken reasonable actions to mitigate or prevent further delays resulting from such causes.
11.2.3. If abnormal weather cenditions are the basis for a alaim for an extension of the Contract Time, such claim shall
be documented by the Conlractor in correspondence to the Project Manager substantiating that weather conditions were
unusually severe for the period of time. and could not have been reasonably anticipated. Regardless of actual weather
conditions, any day in which the Contractor is able to work Sixt~ Percent (60%) or more of its scheduled work force
shall not be counted as an abnormal weather day for purposes of calculating weather related time extensions.
11.2.4. The Contractor agrees that delays resulting from any causes other than acts or omissions of the City, its
employees, agents or officials shall be considered fully compensated by a time extension only and agrees m make no
claim for monetary damages for such delays. In no event shall the Contractor be entitled m recover any delay costs
caused by the acts or omissions of the Contractor, its employees or agents.
11.2.5. If the Contractor believes that it has suffered delays in performing the Work that are caused by acts or
omissions of the City, the Contractor may submit a Contractor Change Request with detailed justifications acceptable to
the Project Manager, Failure of the Contractor to cemply with all requirements shall constitute a waiver of any claim for
damages resulting from such dalays.
11.3 Force Account Work.
11.3.1 In situations where the cost or time for performing a required change cannot be adequately defined or agreed
upon but the changed Work must proc~,xl, the City may dkect the Contractor to perform the Work on a Force Account
basis. Adjustment shall be detemxined on the basis of reasonable expenditures and savings of those performing the
change in the Work including, in case of an 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 Contractor shall keep and present, in
such form as the City my prescribe, an itemized detailed accounting mgethar with appropriate supporting data of all of
the costs described in Section 11.4.1 through Section 11.4.4 which clearly distinguishes the cost of changed Work from
base contract Work. Information which shall be required on these forms includes an itemization of all costs~ for labor,
materials and eqmpmant rental and total costs to date for force account work. The Contractor shall include hours
worked, rates of pay, names and job classifications for all workers and size, type, identification number, rental rate and
hours of operation for equipment.
11.3.2 Unless otherwise provided in the Contract Documents. costs for the purposes of Force Account Work shall be
itemized daily on Daily Fome Account Forms provided by the Projec~ Manager which are signed by the Contractor and
the Project Manager. Such costs shall form the basis for determining the maximum amount to be paid the Contractor,
but this amount may be reduced where necessary to take into account the cost of base contract Work, Work included in
approved Change Orders, Work described in Work Directive Changes; idle time for workers and/or equipment when
work could have been performed in other locations or the number of workers ar amount of equipment provided exc~xts
the number or amount required to perform the Work. unsatisfactory Work or Work which may be performed
concurrently with the changed Work and which cannot be easily segregated from the changed Work. The worker hours.
equipment hours, and materials installed shall be logged by the Contractor for every day the work is performed,
I i ....... i'i
11.4 Contract Sum Determination
11.4 In no event shall the charge or credit to the City associated with any change exceed the sum of the following:
11.4.1 Direct Labor. Actual net direct increase or decrease in the cost of the Contractor's labor for all work associated
with the change. Contractor's labor shall be limited to Davis-Bacon Act work categories or other labor (including
salaried field personnel) that perform the individual change in Work full-time. For shop work. the direct labor includes
workers who work directly on the item being manufactured or operators of equipment being used to handle items being
manufactured.
11.4.2 Labor Burden. Contractor's actual costs for workers compensation and liability insurance, payroll taxes, social
security and employees fringe benefits (including employer paid health insurance) imposed on the basis of payrolls.
This burden must reflect the variabilit~ of some burdens, i.e., social security, The burden shall include all small tools
which cost less than $200 apiece~
ll,4.3 Direct Material, Supplies, Installed Equipment. Actual net direct cost of materials, supplies and equipment
incorporated in or consumed by the Work. ff actual costs are not available, the cost shall be the lowest commercially
available price including all d[scouuts and rebates and all applicable taxes. Cost shall be based on buying the material,
supplies and equipment in the largest practical quantity to receive quantity discounts.
11.4.4 Equipment. Actual net cost to the Contractor of owned and/or rented eqmpmeat other than small tools, to be
determined using the following method(s):
(1) Owned eqmpmant operating costs shall be determined using accepted industry standard
forms and methods for "Owning and Operating Equipment" as described by the U.S. Army Corps of
Engineers (CEE) in its latest edition of the "Consmacfion Equipment Ownership and Operating
Expense Schedule. Region 'V" (Document No. EP 1110-14., Volume 5),
(2) Rental equipment costs shall be determined using actual invuiced rates less all discounts for
bare equipment rental. Operating costs will be determined based on rates in the above-cited C.O.E.
manual.
O) Mobilization/demobilization costs will be paid if the equipment is mobilized exclusively for
Work described in a change requested by the Project Manager or a Change Order. ff the eqmpmeat is
used on base contract work. no mobilization or demobilization cost will be paid.
Mobilization/demobilization cost will be based on using the least expensive means to mobilize or
demobilize. Equipment shall be obtained from the nearest available source. When the least
expensive methods are used, then costs shown in the actual invoice will be the basis for pricing.
11.4.5 Bonds, Insurance, Permits and Tax~. 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.
11.4.6 Subcontract Costs. Net cost of subcontractor work at any tier, provided that the cost of the subcontractor is
determined in accordance with the above reqmremants. When possible, the Contractor shall obtain quotes from two or
more subcontractors.
ll.4.7 Overhead and Profit.
(1) Six percent (6%) of the sum of Section 11.4.1 through Section 11.4.5 above, to cover a
profit for Work performed by that Contractor or subcontractor.
(2) Two percent (2%) of Section 11.4.6 above to cover Contractors and subcontraetor's
overhead and profit for work performed by the Contractor or subcontractor.
(3) Neither the Contractor nor any subcontractor, nor the City in the case of a cradit, will
attempt to apply these percentage adjustments in a way which would pyramid either the cost or credit
because a subcontractor or subcontractors at any tier are involved.
11.4.8 Totals as Equitable Adiustment. The Contractor agrees that the total of the above constitutes an equitable
adjustment for any and all damages resulting from a change or due to delay or disruption caused by the City. The
Contractor's choice of idling and Down Time shal~ not constitute an City's cause for delay or disnapfion.
11.5 Cost and Pricing Data
[ 1.5.1 Certificate of Current Cost or Pricing Data. The Contractor shall submit a Certificate of Current Cost 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:
Certificate of Current 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 the best pnces available from suppliers and
subcontractors, This certification includes the cost of pricing data sup-
porting any advance agreements and forward pricing rate agreements
between the offeror 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 pnce agreement
was reached.
'"' Date of signing, which should be as close as practicable to the date
when the price negotiations were concluded and price agreement reached.
11.5.2 Vendor Statement. The Conlractur shall submit in support of all items which are not unit prices or lump sum
prices established by the Contract. statements by the affected vendors that the prices are not in excess of those previously
charged to the City or the suppliers regular commercial customers for the same items.
11.5.3 Price Reductions for Defective Costs or Pricing Data. If it is later determined that phc'lng adjustments to the
Contract were not correct due to incomplete or inaccurate pricing data by the Contractor or any subcontractor or supplier
or that lower prices were readily available, the price shall be reduead accordingly and the Conuact modified by a
Change Order.
11.6 Variation in Quantity of Unit Priced Items:
Where the quantity of a unit-priced item in this Contract is an estimated quantity and the actual quantity of the unit-
priced item varies more than 25 percent above or below the estimated quantity, an equitable adjustment in the Contract
Price may be made by a written Change approved by the Contractor and the Project Manager. The equitable adjustment
shall be based upon any increase or decrease in cost due solely to the variation above 125 percent or below 75 pement of
the estimated quantity. The City at any time after the award of the Contract, may delete Bid items, provided that the
total of such deletions does not exceed twenty five percent (25%) of the total Contract Price, and such deletions will not
justify an increase in other Bid prices. If the quantity variation is such as to cause an increase in the time necessary for
completing the Work the Contractor may request in writing, an extension of time only.
ARTICLE 12- Reserved
ARTICLE 13 - WARRANTY AND GUARANTEE; TESTS AND
INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF
DEFECTIVE WORK
13.1 Warranty:
[3.1.1. The Contractor warrants and guarantees to City that all Work, whether supplied, furnished, installed, provided,
or performed by Contractor. a Subcontractor, or Supplier, will be in accordance with the Contract Documents and will
not be Defective. All Defective Work, whether or not in place, must be rejected, corrected or accepted as provided in
this Article 13. Work shall be performed in a skillful and workmanlike manner. Except where longer periods of warranty
are indicated for certain items, Contractor warrants Work, whether furnished, installed, provided, performed or supplied
by Contractor, a Subcontractor or Supplier, tc be free from faulty materials and workmanship for a period of not less
than One. Ye.a..r from date of Substantial Completion, which One Year period shall be covered by the Maintenance Bond
and Payment Bond as specified in the Contract Documents. Landscaping replacement shall be warranted for two
growing seasons.
13.1.2. The Contractor, 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 of the Contract Documents.
13.1.3. With respect to all warranties, express or implied, from Subcontractors, manufacturers, or Suppliers for Work
performed and materials furnished under the Agreement, the Contractor shall:
13.1.3,1. Obtain all warranties that would be given in normal commercial practice. To the extent that the
Subconttactor's, manufacturer's, or Supplier's, standard warranty exceeds the minimum City
requirements as set forth in this Afdcle or elsewhere in the Contract Documents, the
Subcontractor's, manufacturer's, or Supplier's standard warranty shall apply.
13.1.3.2. Require all warranties to be executed, in writing, for the benefit of the City, ff directed by the Project
Manager or.
13.1,3.3. Enforce all warranties for the benefit of the City, if directed by the Project Manager.
Ir
13.1.3.4. Assign ail warranties and guarantees in writing to the City upon the request of the City.
13.1.4. Notwithstanding anything m the contrary above, the Contractor shail warrant that ail eqmpment which are
~ncorporated into the Work or any subsystem shail be new. free from liens and defects in design, have clear tire, be free
from faulty materiais and workmanship, and shall conform in all aspects to the terms of the Contract Documents, to the
drawings issued for manufacture by the Contractor, and shall be in conformance with the Technicai Specifications and
Contractor's Proposai (except in those instances where the Contractor's Proposal has been amended by subsequent
Technical Specifications). Unless the warranty period is otherwise extended or modified, the following warranty shail
apply. If within Five (5) Years from the date each piece of equipment incorporated into the Work or any subsystem is
accepted by the City, it appears that the equipment or any part thereof does not conform tn the above warranty and
guarantee provisions, and the City so notifies the Contractor within a reasonable time after its discovery, the Contractor
shall thereupon promptly correct such nonconformity to the satisfaction of the City, at the Contractor's sole expense;
failing which the City may reject the item and cover by purchasing substitute items or the City may proceed m make
corrections or accomplish the Contractor's performance by the most expeditious means available, the cost of cover or
correction shall be charged to the Contractor.
13.1.4.1. The preservation, packaging, packing, and marking, and the preparation for, and method of, shipment
of such equipment shail conform with the requirements of the Contract Documents.
i3.1.4.2~ When return, corrections, or replacement is required, t~ansportation charges and responsibility for the
supplies and equipment while in transit shall be borne by the Contractor.
13.1.5. In addition to the foregoing, in the event that any single component in the Work experiences failures during the
warranty period such that the number of failures under normal service conditions exceeds ten percent (10%) of the Work
population of that componem, the Contractor shail perform a design defects analysis. If the analysis 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.
13.1.6. Whenever there ts 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 the
greatest protection shall be binding upon the Contractor.
13.1.7. The above warranties or other warranties agleed to by Contractor shall not limit the City's rights under other
provisions of this Article with respect to latent defects, gloss mistakes, or fraud.
13.1.8. Neither the foregoing nor any provision in the Contract Documents, nor any special guarantee time limit, shall
be held to limit the Contractor's liability for defects, to less than the legal limit of liability in accordance with the law of
the place of building.
13.1.91 Any supplies or equipment, or parts thereof, corrected or furnished in replacement under this Article, shall also
be subject to the terms of the warranty provisions herein to the same extent as supplies and equipment initiaily delivered.
The warranty, with respect to supplies, equipment, or parts thereof, shall be equal in duration as if initially delivered and
shall run from the date of delivery of the corrected or replaced supply, or upon the date it is placed in service, whichever
is later.
13.2 Access to Work:
The Project Manager and the Project Manager's representatives, other representatives of the City, testing agencies and
governmental agencies with jurisdictionai interests shail have access to the Work, at any time for their observation,
inspecting and testing. Contractor shall provide proper and safe conditions for such access.
13,3 Tests and Inspections:
13.3.1. The Contractor shall cooperate with material testing persons and firms, and for required inspections, and
compliance and approval tests for the Work performed by the Contractor or his/her Subcontractor(s).
13.3.2. If Laws or Regulations of any public body having jurisdiction require any Wurk (or part thereof) to specifically
be inspected, tested or approved, the Contractor shall assume full responsibility therefore, pay all costs in connection
therewith and furnish the Project Manager the required certificates of inspection, testing or approval. The Contractor
shall also be responsible for and shall pay all costs in connection with any inspection or Re-testing required in
connection with the Citys or the Project Manager's acceptance of a Supplier of materials or equipment proposed to be
incorporated in the Work. or of materials or equipment submitted for approval prior to The Contractor's purchase
thereof for incorporation in the Work. The cost of all inspections, testing, re-testing and approvals in addition to the
above which are required by the Contract Documents shall be paid by the Contractor (unless otherwise specified). The
City will conduct and pay for the conformance tests on materials installed in-place, and the Contractor shall pay for m-
testing of all falling and non-conformiag materials thereafter.
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 firms or certified materials laboratories acceptable to the Project
Manager.
13.3.4. If any Work (including the work of others) that is to be inspected, tested or approved is covered without written
concurrence of the Project Manager, it must, be uncovered for observation. Such uncovering and testing when required
by the Project Manager shall be at the Contractor's expense.
13.3.5. Neither observations by the Project Manager nor inspections, tests or approvals by others shall relieve the
Contractor from the Contractor's obligations to perform the Work in accordance with the Contract Doeumants.
13.4 Uncovering Work:
13.4.1. If any Work is covered contrary to the written request of the Project Manager it must, if requested by the
Project Manager, be uncovered for the Project Manager's observation and replaced at the Contractor's expense.
13.4.2. If the Project Manager considers it necessary or advisable that covered Work be observed by the Project
Manager or inspected or tested by others~ the Contractor, at the Project Manager's request, shall uncover, expose or
otherwise make available for observation, inspection or testing as the Project Manager 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
Contractor shall bear all direct; indirect and consequential costs of such uncovering, exposure, observation, tnspeefion
and testing and 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.
13.5 City May Stop The Work:
If the Work is defective, or the Contractor falls to supply sufficient skilled workers or suitable materials or equipment, or
f-ails to furnish or perform the Work in such a way that the completed Work will conform to the Contract Documents, the
City may order the Contractor 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 m
exercise this right for the benefit of the Contractor or any other party.
13.6 Correction or Removal of Defective Work:
If required by the Project Manager or the City, the Contractor shall promptly, as directed, either correct all Defective
Work, whether or not fabricated, installed or completed, or, if the Work has been rejected by the Project Manager or the
City, remove it from the site and replace it with non-defective Work. The Contractor shall bear all direct, indirect and
consequential costs of such correction or removal (including but not limited to fees and charges of engineers, architects.
attorneys and other professionals) made necessary thereby.
13.7 Correction Period:
If within 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 terms of any applicable special guarantee required by the Contract Documents or by any
specific provision of the Contract Documents, any Work is found to be Defective, the Contractor shall promptly without
cost to Cit~ and in accordance with City's written insU'actions, either correct such Defective Work. or, if it has been
rejected by City, remove it from the site and replace it with non-defective Work. ff the Contractor does not promptly
comply with the terms of such instructions, or in an emergency where delay would eanse serious risk of loss or damage,
the City may have the Defective Work corrected or the rejected Work removed and replaced, and all direct, indirect and
consequential costs of such removal and replacement (including but not limited to fees and charges of engineers,
architects, attorneys and other professionals) will be paid by the Contractor. In special circumstances where a particular
item of equipment or portion of Work is placed in continuous service before Substantial Completion of all the Work, the
eorracfion period for that item may start to run from an earlier date ff so provided in the Specifications or by Written
Amendment. Landscaping replacement shall be warranted for two growing season.
13.8 Acceptance of Defective Work:
If. instead of requiring correction or removal and replacement of Defective Work, the City prefers to accept it, the City
may do so. The Contractor shall bear all direct, indirect and consequential costs attributable to the City's evaluation of
and determination m accept such Defective Worlc All accepted defective Work shall be subject to significant pnee
reduction acceptable to the City and the Project Manager.
13.9 City May Correct Defective Work:
If the Contractor fails within Ten (I0) consecutive calendar dc~s after written notice of the Project Manager or the City
m proceed to correct and to correct Defective Work or to remove and replace rejected Work as required by the Project
Manager or the City in accordance with paragraph 13.6., or if the Contractor falls to perform the Work in accordance
with the Contract Documents, or if the Contractor falls to comply with any other provision of the Contract Documents,
the City may, after seven days' written notice to the Contractor. correct and remedy any such deficiency. In exemlsing
the rights and remedies under this paragraph the City shall proceed expeditiously to the extent nec. essary to complete
corrective and remedial action. The City may exclude the Contractor from all or part of the site, take possession of all or
part of the Work, and suspend the Contractor's services related thereto, take possession of the Contractor'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 Contractor but which are stored elsewhere. The Contractor shall
.allow the City, the City's representatix!es, 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. Ail direct, indirect and consequential costs of the City in
exercising such rights and remedies will be charged against the Contractor, and a Change Order will be issued by the
City incorporating the necessary revisions in the Contract Price. Such direct, indirect and consequential costs will
include but not be 1Lin/ted to fees and charges of engineers, architects, attorneys and other professionals, all court costs
and all costs of repair and replacement of work of others destroyed or damaged by correction, removal or replacement of
the Contractor's Defective Work. The Con~a'aotor shall not be allowed an extension of the Contract Time because of any
delay in performance of the Work attributable to the exercise by the City of the City's rights and remedies hereunder.
13.10 Unauthorized Work:
Work performed beyond the lines and grades on the Drawings or approved Design Documents~ Construction Documents
or Shop Drawings and extra work done without written authorization, will be considered as unauthorized work, and the
Contractor will receive no compensation therefore. If required by the City, unauthorized work will be remedied.
removed, or replaced by the Contractor at the Contractor's expense.
ARTICLE 14 - PAYMENTS TO CONTRACTOR AND COMPLETION
14.1 Determination of Work Value:
The Work quantities recorded by the Contractor and verified by the Project Manager shall serve as the basis for
preparation and justification of the progress payments. Payments to the Con,actor shall be prepared on the Progress
Pay Estimate Form on account of Unit Price Work based on the number of units actually installed complete in place
where applicable.
14.2 Application for Progress Payment:
14.2.1. Progress payments shall be made once each month as the Work progresses, when the Contractor is performing
satisfactorily under the terms of the Contract Documents. Said payments shall be based upon progress estimates
prepared by the Project Manager. of the value of work performed and materials placed in accordance with the Contract
Documents and the value of materials on hand in accordance with these General Conditions. The amount of the progress
estimate to be paid to the Contractor shall be subject to the following:
t4.2. I. 1. STANDARD RETAI~VlENT._ The City shall make a deduction from the progress estimate in the amount
considered necessary to protect the interests of the City, pursuant to Section 24-91-103, CRS. That amount to be
retained shall be 10% of the value of the completed work No further retaiument shall be withheld if the Contractor
makes satisfactory progress in the Contract Work. The amount retained shall be in effect until such time as final
payment is made, with the following exceptions:
a) When one hundred Percent (100%) of the Work has been complete, the Project Manager may,at his/her
discretion, reduce the retained amount to Five Percent (5%) of the total Work value completed.
b) Upon one hundred percent (100%) completion and acceptance of the project, the Project Manager may
reduce the retaiument to Five percent (5%) of the original contract amount. In addition to standard retaiument,
the City shall withhold funds for claims against the Contractor filed by Subeon~actors and Suppliers, pursuant
to Section 38-26-107, CRS.
14.2.2. NO PAYlVIENT. A progress payment shall not be made when the total value of the work done since the last
estimate amounts is less than $500.00.
14.2.3. LUMP SUM ITEMS. All lump sum Bid items shall be paid on a pro-rata basis determined by the percentage of
the total Work completed or if the Bid item is installed or completed One Hundred Percent (100%) in place and
accepted by the Project Manager.
14.2.4. SUBCONTRACTOR PAYMENTS. In addition to the other requirements regarding subcontracting the Work.
the Contractor. as a minimum, is responsible for prompt payments to all Subcontractors. As a minimum, the Contractor
shall incorporate provisions in all subcontracts to satisfy the following requirements:
14.2.4.1. The Contractor 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 Documents
betweer the Contractor and Subcontractor;
14.2.4.2. Payments to Subcontractors shall be based on all moneys due the Subcontractor under the terms of
the contract between the Contractor and Subcontractor;
The Contractor shall make payments to Subcontractors within 10 days of receipt of the City's payment m the
Contractor:
Subcontractors and lower tier subcontractors shall make payments to their subcontractors, according m the
requirements above and shall make payments within I0 days of receipt of payment from the next higher tier.
14.3 Contractor's Warranty of Title:
The Contractor warrants and guarantees that title to all Work. materials and equipmem covered by any progress pay
estimate 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 Project Manager's Review of Progress Payments.
[4.4.1. The Project Manager's recommendation of any payment requested in an Application for Payment will
constitute a representation by the Project Manager m the City, based on the Project Manager's on-site observations of
the Work in progress and on the Project Manager's review of the pay estimate form and the accompanying data and
schedules that the Work has progressed to the point indicated; that m the best of the Project Manager's knowledge,
information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation
of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called
for in the Contract Documents. to a fi~al determination of quantities and classifications for Unit Price Work in the Bid
Proposal form, and m any other qualifications stated in the recommendation); and that the Contractor is entitled to
payment of the mount recommended. However, by recommending any such payment the Project Manager 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 assigned to the Project Manager in the
Contract Documents or that there may not be other matters or issues between the parties that might entitle the Contractor
m be paid additionally by the City or the Ci~ to withhold payment to Contractor.
14.4.2. The Project Manager may refuse to recommend the whole or any part of any payment if, in the Project
Manager's opinion, it would be incorrect to make such representations to the City. The Project Manager may also refuse
m 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
Project Manager's opinion to protect the City from loss because:
14.4.2. l. The Work is Defective, or completed Work has oeen damaged requiring correction or replacement;
14,4.2.2. The Contract Price has been reduc*,,d 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, Of the Project Manager's actual knowledge of the occurrence of any of the events enumerated in Article 15.
The City may refuse to make payment of the full amount recommended by the Project Manager because claims have
been made against the City on account of the Contractor's performance 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 amount
recommended, but the City must give the Contractor immediate written notice (with a copy to the Project Manager)
stating the 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 One hundred percent (100%) completed, in accordance with the Con,act Documents, so that the project or specified
part can be utilized for the purpose for which it is intended shall establish substantial completion for the project or for a
specified part.
14.5.2. When the Contractor considers the entire Work ready for its intended use, the Contractor shall coordinate with
the City an inspection of the Work and conduct such tests as required m 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 Project Manager shall notify the Contractor 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 Contractor
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 specifically been identified in the Contract Documents, or
which the City, the Project Manager and the Contractor agree constitutes a separately functioning and useable part of the
Work that can be used by the City without significant interference with the Contractor's performance of the remainder of
the Work, may be accomplished prior to Final Completion of ail the Work subject to the following:
14.6.1. The City at any time may request the Contractor in writing m permit the City m use any such part of the Work
which the City believes to be ready for its intended use and substantially complete. If the Contractor agrees, the
Contractor will cerdfy to the City and the Project Manager that said part of the Work is substantially complete.
14.7 Final Inspections:
Upon written notice fxom the Contractor that the entire Work or an agreed portion thereof is complete, the City will
make a final inspection with the Project Manager and the Contractor and will notify the Contractor in writing of all
particulars in which this inspection reveals that the Work is incomplete or Defective. The Contractor 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(s3 and distributed to the Contractor and the
Project Manager immediately.
14.8 Final Progress Payment:
14.8.1. After the Contractor 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
acceptable, the Contractor shall deliver to the Project Manager a fully executed and notarized Claim Release Form and
the APCHA will advertise for project closure and release of the final retainment. The final pay estimate will consist of
retairanent 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.
14.9 Settlement Date, Notice to Subcontractors, Acceptance and Final Payment:
If, on the basis of the Project Manager's observation of the Work during consl~mction and final inspection, and the
Project Manager's review of the final progress Payment and accompanying documentation - all as required by the
Contract Documents, the Project Manager represents to the City that the Work has been completed and the City is
satisfied that the Work has been completed and the Contractor'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 labor, provisions, materials, team hire, sustenance, or other supplies used or consumed
by Contractor or his subcontractor(s), that they may file a claim with the City, at any time up to and including the time of
final settlement. Upon filing of any such claim, thc City shall withhold ten percent from retaiument 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 Ninet~ Days following the date fixed for final settlement as published
unless an action is commenced within that time to enforce such unpaid claim and a notice of Lis Pendens is filed with
the City. At the expiration of such ninety day period, the City shall pay to Contractor such moneys and funds 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 to insure the payment of judgmants 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 m the payment of the balance due for that portion of the Work fully completed and accepted shall be
submitted by the Contractor m the Project Manager. Such payment shall be made under the terms and conditions
governing final payment, except that it shall not constitute a waiver of claims.
14.10 Contractor's Continuing Obligation:
The Contractor's obligation to perform and complete the Work in accordance with the Contract Documents shall be
absolute. Neither recommendation of any pro~ess or final payment by the Project Manager, nor the issuance of a
certificate of Substantial Completion, nor any payment by the City to the Contractor 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 Project Manager pursuant to para,apb 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 Contractor's obligation to perform the Work in accordance with the Contract Documents.
ARTICLE 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 Contractor and will fix the date on which work will be resumed. The Contractor
shall resume the Work on the date so fixed. The Contractor shall be allowed an increase in the Contract Price or an
extension of the Contract Time. or both if the Consecutive Calendar Days are used to complete the Work, directly
attributable to any suspension if the Contractor makes an approved claim therefor as provided in Article 11. Other Work
suspensions such as delayed start or phased construction shall not entire the Contractor to any compensation of payment
or time.
15.2 City May Terminate:
Upon the occurrence of any one or more of the following events:
15.2.1. If the Contractor commences a voluntary case under any chapter of the Bankruptcy Code (Title II.
United States Code), as now or hereafter in effect, or if Contractor takes any equivalent or similar action by
filing a petition or otherwise under any other federal or state law in effect at such time relating to the
bankruptcy or insolvency;
15.2.2. If a petition is filed against Contractor 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
Contractor under any other federal or state law in effect at the time relating to bankruptcy or insolvency;
15.2.3. If the Contractor makes a general assignment for the benefit of creditors;
15.2.4. If a trustee, receiver, custodian or agent of Contractor is appointed under applicable law or under
contract, whose appomtmem or anthority m take charge of property of Contractor is for the purpose of
enforcing a Lien against such property or for the purpose of general administration of such property for the
benefit of Contractor's creditors;
15.2.5. If the Contractor admits in writing an inability to pay its debts generally as they become due;
15.2.6. If the Contractor persistently fails to perform the Work in accordance with the Contract Documents
(including but not limited to, failure to supply sufficient skilled workers or suitable 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 Cuntractor disregards Laws or Regulations of any public body having juristhction;
15.2.8. If the Contractor disregards the authority of Architect; or,
15.2.9. If the Cuntractor otherwise violates in any substantial way any provisions of the Coutract Documents:
The City may, after giving the Contractor (and the surety, if there be one) seven days written notice and to the extent
permitted by Laws and Regulations, terminate the services of Contractor, exclude the Contractor from the site and take
possession of the Work and of all the Contractor's tools, appliances, construction equipment and machinery at the site
and use the same to the full extent they could be used by the Contractor (without liability to the Contractor for trespass
or conversion), incorporate in the Work all materials and eqmpment stored at the site or for which the City has paid the
Contractor but which are stored elsewhere, and finish the Work as the City may deem expedient. In such case the
Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the
Contract Price exceeds the direct, indirect and consequential costs of completing the Work (including but not limited m
fees and charges of engineem, architects, attorneys and other professionals and court and arbitration costs) such excess
will be paid to the Contractor. If such cogts exceed such unpaid balance, the Contractor shall pay the difference to the
City. Such costs incurred by the City will be approved as to masonablaness bY the Project Manager and incorporated in
a Change Order, but when exercising any rights or remedies under this paragraph the City shall not be required to obtain
the lowest price for the Work performed.
15.2.10. Where the Contractor's services have been so terminated by the City, the termination will not affect any rights
or remedies of the City against the Contractor then existing or which may thereafter accrue. Any retention or payment of
moneys due the Contractor by the City will not release the Contractor from liability.
15.2.11. Upon seven days' written notice to the Contractor, the City may, without cause and without prejudice to any
other right or remedy, elect to abandon the Work and terminate the Contract. In such case, the Contractor shall be paid
for all Work executed and any expense sustained plus reasonable termination expo ~nses.
15.3 Contractor May Stop Work or Terminate:
If, through no act or fault of the Contractor, 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 Contractor may, upon seven days written notice to the City and
the Project Manager, terminate the Contract and recover from the City payment for all Work executed and installed in
place and any expense sustained plus reasonable termination expenses. The provisions of this paragraph shall not
relieve the Contractor of the obligations under Article 6 to carry on the Work in accordance with the progress schedule
and without delay during disputes and disagreements with the City.
ARTICLE 16 - MISCELLANEOUS
16.1 Nondiscrimination
During thc performance of this Contract. the Contractor agrees as follows:
16.1.1. The Contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex. national origin, age, marital status, sexual orientation, being handicapped, a disadvantaged
person, or a disabled or Viet Nam era vemran. The Contractor will take affirmative action to insure that applicants are
employed, and that employees are treated during employment without regard to their race, color, religion, sex, national
origin, sex, age. sexual orientation, handicapped, a disadvantaged person, or a disabled or Vier Nam era veteran. Such
action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. The Contractor agrees m post in conspicuous places, available to employees and applicants
for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
16.1.2. The Contractor, with regard to the Work performed by it during the Contract, 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 contractor will, in all solicitations or advertisements for employees placed by or on behalf of the
conu:aotor, state that all qualified applicants will receive consideration for employment without regard m race, color,
religion, sex, national origin, sexual orientation, age, marital status, being handicapped, a disadvantaged person, or a
disabled or Viet Nam era veteran.
[ ]n.[ [[ I~?~
16.1.4. In all s°licitati°ns either bY competitive bidding or negotiation made by the Cono. actor for work to be
performed under a subcontract, including procurements of materials or leases of equipment, each potential
Subcontractor or Supplier shall be notified by the Contractor of the subeontractor's obligations under this Contract 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 em veteran.
16.1.5. The Contractor 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 contractor's commitments under this ~ection, and shall post copies of the notice in con-
spmuous places available to employees and applicants for employment.
16.2 Giving Notice:
Whenever any prowsion of the Comract Documents requires the g~vin~ of written notice, it will be deemed to have been
validly g~ven 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.
16.3 Computation of Time:
16.3.1. When any period of time is referred to in the Contract Documents oy days, it will be computed to exclude the
fast 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 applicahie jurisdiction, such day will be omitted from the computation.
[6.3.2. A consecutive calendar day of twenty-four hours measured from midnight to the next midnight shall constitute
a day. A working day is any day; Monday through Friday of each week, also called business day.
16.4 General:
Should the City or the Conu'actor 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 fast observance of such injury or
damage. The provisions of this paragraph shall not be construed as a substitute for or a waiver of the prowsions of any
applicable statute of limitations 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 Contractor by the General Conditions, and all of the rights and remedies available to the City
thereunder, are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available
to any or all of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee
or by other provisions of the Contract Documents, and the provisions of this paragraph will be as effective 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 payment
and termination or completion of the Agreement.
16.5 Independent Contracto~ Status:
It is expressly acknowledged and understood by the parties that nothing in this agreement shall result in, or be construed
as establishing an employment relationship. The Contactor shall be, and shall perform as, an independent Contractor
who agrees to use his best efforts to provide the Work on behalf of the City. No agent, employee, or servant of the
Contractor shall be, or shall be deemed to be, the employee, agent or servant of the City. The 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 Contractor. None of the benefits provided by the City to its employees including, but not limited to,
worker's compensation insurance and unemployment insurance, are available from the City to the employees, agents or
servants of the Contractor. The Contractor shall be solely and entirely responsible for its acts and for the acts of the
Contractor's agents, employees, servants and subcontractors during the performance of the Contract.
THE CONTRACTOR, AS AN INDEPENDENT CONTRACTOR, SHALL NOT BE ENTITLED TO
WORKERS' COMPENSATION BENEFITS AND SHALL BE OBLIGATED TO PAY FEDERAL AND
STATE INCOME TAX ON ANY MONEYS EARNED PURSUANT TO THE CONTRACT.
16.6 Prohibited Interest:
No member, officer, or employee of the City of Aspen. Pitldn County or the Town of Snowmass Village shall have any
interest, dkect or indirect, in this Agreement or the proc~.exls thereof.
16.7 Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflict of
Interest:
The Contractor 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 commission, pemantage, brokerage, or contingency fee, excepting
bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the
purpose of securing business.
16.7.1. The Contractor agrees not to give any employee or former employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, mcommandation, preparation of any part of a
program reqffnrement or a purchase request, influencing the content of any specification or procurement standard,
rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request
for ruling, determination, claim or con~'oversy, or other particular matter, pertaining to this Contract or to any
solicitation or proposal therefor.
16,7.2. It shall be a material breach of the Contract for any payment, gratuity, or offer of employment to be made by or
on behalf of a Subcontractor under a contract m the prime Contractor or higher tier Subcontractor or any person
associated therewith, as an inducement for the award of a Subcontract or order. The Contractor is prohibited from
inducing, by any means, any person employed under this Contract to give up any part of the compensation'to which
he/she is otherwise entitled. The Contractor shall comply with all applicable local, state and federal "anti-kickbeck"
statutes or regulations.
16.8 Payments Subject to Annuai Appropriations:
If the contract awarded extends beyond the calendar year, nothing herein shall be construed as an obligation by the City
beyond any amounts that may be, from time to time, appropriated by the City on an annual basis. It is understood that
payment under any contract is conditional upon annual appropriation of funds by said governing body and that before
providing services, the Contracton if it so requests, will be advised as to the status of funds appropriated for services or
materials and shall not be obligated to provide services or materials for which funds have not been appropriated.
16.9 Contractor Acceptance:
16.9.1. The acceptance by the Contractor of any payment made on the final completion of Work under these General
Conditions, or of any final payment due on termination, shall constitute a full and complete release of the City from any
and all claims, demands and causes of action whatsoever which the Contractor, has or may have against the City under
the provisions of these Contract Documents.
16.9.2. No action shall be maintained by Contractor, its successors or assigns, against the City or the Project Manager
on any claims based upon or arising out of this Contract or out of anything done in connection with this Contract unless
such action shall be commenced within 180 days after the date approval of the final progress payment hereunder, or
within 180 days of the termination of this Agreement.
16.10 Successors and Assigns
This Contract and ali of the covenants hereof shall inure m the benefit of and be bidding upon the City and the
Contractor respectively and theft agents, representatives, employees, successors, assigns and legal representatives.
Neither the City nor the Contractor shall have the fight to assign, transfer or sublet bis or her interest or obligations
hereunder without the written consent of the other party.
16.11 Third Parties
This Contract does not and shall not be deemed or construed to confer upon or grant m any third party or parties, except
to parties to whom the Con~xactor of the City may assign this Agreement in accordance with the specific written consent.
any rights to claim damages or to bring suit, action or other proceeding against either the City or the Contractor because
of any breach hereof or because of any of the terms, oevanants, agreements or conditions herein contained.
16.12 Waiver
No waiver of default by either party of any terms, covenants or conditions hereof to be performed, kept and observed by
the other party shall be construed, or operate as, a waiver of any subsequent default of any of the torres, covenants or
conditions herein contained, to be performed, kept and observed by the other party.
16.13 Contract Made in Colorado
The Parties agree that this Contract was made in accordance with the laws of the State of Colorado and shall be so
construed. Venue is agreed to be exclusively in the courts of Pitldn County, Colorado.
16.14 Attorney's Fees
In the event that legal action is necessary to enforce any of the provisions of this Contract, die prevailing party shall be
entitled to its costs and reasonable attoreey's fees.
16.15 Waiver of Presumption
This Contract was negotiated and reviewed through the mutual efforts of the patties hereto and the parties agree that no
construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of
the parties in the negotiation, review or drafting of this Contract.
16.16 Severability Clause:
If any provision of the Contract is subsequently declared by legislative or judicial authority to be unlawful,
unenforceable, or not in accordance with applicable laws, statutes, and regulations of the United States of America or the
State of Colorado, all other provisions of the Contract shall remain in full force and effect.
16.17 Audit and Records
The Contractor shall maintain all data and records pertinent to the Work performed under this Contract, in accordatiee
with generally accepted accounting principles, and shall preserve and make available all data and records until the
expiration of three (3) years from the date of final payment under this Contract, or for such longer period, if any, as is
required by applicable statute or by other articles of the Contract Documents. The authorized representatives of the U.S.
Department of Transportation, Comptroller General of the United States, the State of Colorado and the City shall have
access to ail such data and records for such time period to inspect, audit and make copies thereof during normal business
hours. The Contractor covenants and agrees that it shall require that any Subcontractor utilized in the performance of
this Agreement shall permit the authorized representatives of the State of Colorado and the City, to similarly inspect and
audit all data and records of said Subcontractors relating to the performance of said Subcontractors under this
Agreement for the same time period.
16.18 Audit
16.18.1. COST OR PRICING DATA: If the Contractor has submitted cost or pricing data in connection with the
pricing of any modification to the Contract, 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 pnees set by law or
regulation, the Project Manager or a representative of the City shall have the right to examine and audit all books,
records, documents, and other data of the Contractor (including computations and projections) related 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 toodification, the authorized representatives of the State of Colorado shall have
the same fights.
16.18.2. AVAILABILITY: The Contractor shall make available at its offices at all reasonable times the materials
described in the Contract Documents. for examination, andit, ur reproduction, until three (3) years after final payment
under the Contract. or for any period, if any, as is required by applicable statute or by other articles of this Contract.
16.18.3, If this Contract is completely or partially terrmnated, the records relating to the Work
terminated shall be made available for three years after any resulting final termination payment.
16.18.4, Records pertaining to appeals under the disputes clause or to Iitigation or the settlement
of claims arising under or relating to the performance of this Contract shall be made available
until dispoff~tion of such appeals, litigation, or claims.