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Home My WebLink AboutC04-145 Vogelman West Associates, Inc. ~o~-~y~s~--.moo Contract for the Entrance Sign Berm at Miller Ranch Road and Highway 6 Between Eagle County and Vogelman West Associates, Inc. Eagle County Engineering Department P.O. Box 850 Eagle, CO 81631 ~.~L~ C~I~NTY AGREEMENT THIS AGREEMENT is dated as of the ~ day of , in the year 2004, by and between Board of County Commissioners Eagle County, Colorado (hereinafter called OWNER) and Vogelman West Associates, Inc. (hereinafter called CONTRACTOR) OWNER and CONTRACTOR, in consideration of the mutual covenants set forth, agree as follows: ARTICLE 1 -WORK CONTRACTOR shall complete all work as specified or indicated in the Contract Documents. The work is generally described as follows: Construction of the entrance sign berm at Miller Ranch Road and State Highway 6 ARTICLE 2 -ENGINEER The project has been designed by the Eagle County Engineer (an employee of Eagle County), who is hereinafter called ENGINEER, and will assume all duties and responsibilities, and will have the rights and authority assigned to ENGINEER in the Contract Documents in connection with the completion of the work in accordance with the Contract Documents. ARTICLE 3 -CONTRACT TIME 3.1 The work will be substantially completed on or before June 30, 2004, and completed and ready for final payment in accordance with paragraph 14.13 of the General Conditions on or before June 30, 2004. 3.2 LIQUIDATED DAMAGES: OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the work is not substantially complete within the time specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. They also recognize the delays, expense, and difficulties involved in proving a legal or arbitration proceeding the actual loss suffered by OWNER if the work is not substantially complete on time. Accordingly, instead of requiring such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER Three hundred fifty dollars ($350.00) for each day Agreement Page 1 that expires after the time specified in paragraph 3.1 for substantial completion until the work is substantially complete. ARTICLE 4 -CONTRACT PRICE 4.1 The funds appropriated for this project are equal to or in excess of the contract amount. OWNER shall pay CONTRACTOR for performance of the work in accordance with the Contract Documents in current funds as follows: Item Description Qty Unit Unit Price Amount 1 Provi e erm an gra mg. Inc u es mo i ization and 200 yards of topsoil. Includes removal of existing trees. Includes Swale as drawn. Includes final grading. Excludes planting, landscaping, irrigation, lighting and sign. 1 S 6,005.00 6,005.00 2 Imported site fill 500 CY $14.84 $7,420.00 3 Permit to Construct Within the Public Way 1 LS $75.00 $75.00 4 Grading Permit 1 LS $197.50 $197.50 5 Bond 1 LS $465.00 $465.00 TOTAL $14,162.50 ARTICLE 5 -PAYMENT PROCEDURES CONTRACTOR shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by ENGINEER as provided in the General Conditions. 5.1 PROGRESS PAYMENTS: OWNER shall make monthly progress payments on account of the Contract Price on the basis of CONTRACTOR'S Applications for Payments as recommended by ENGINEER, as provided below. All progress payments will be on the basis of the progress of the work measured by the schedule of values provided for in paragraph 14.1 of the General Conditions. 5.1.1 Prior to Substantial Completion, progress payments will be in an amount equal to: 90% of the work completed until fifty percent (50%) of the work is performed, after which no additional retainage shall be withheld, and 90% of materials and equipment not incorporated in the work but delivered and suitably stored, less in each case the aggregate of payments previously made. 5.1.2 Upon Substantial Completion, OWNER shall pay an amount sufficient to increase total payments to CONTRACTOR to 95% of the Contract Price, less such amounts as ENGINEER shall determine in accordance with paragraph 14.7 of the General Conditions. Agreement Page 2 5.2 FINAL PAYMENT: Upon final completion and acceptance in accordance with paragraph 14.13 of the General Conditions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER as provided in said paragraph 14.13. The final payment shall not be made until after final settlement of this contract has been duly advertised at least ten days prior to such final payment by publication of notice thereof at least twice in a public newspaper of general circulation published in Eagle County, and the Board of County Commissioners has held a public hearing, thereupon and complied with the Revised Statutes 1973, Section 38-26-107 as amended. Final payment shall be made in accordance with the requirements of aforesaid statute. ARTICLE 6 -CONTRACTOR'S REPRESENTATIONS In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: 6.1 CONTRACTOR has familiarized himself with the nature and extent of the Contract Documents, work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the work. 6.2 CONTRACTOR has studied carefully all reports of investigations and tests of subsurface and latent physical conditions at the site or otherwise affecting cost, progress, or performance of the work which were relied upon by ENGINEER in the preparation of the Drawings and Specifications, and which have been identified in the Supplementary Conditions. 6.3 CONTRACTOR has made, or caused to be made, examinations, investigations, and tests and studies of such reports and related data in addition to those referred to in paragraph 6.2 as he deems necessary for the performance of the work at the Contract Price, within the Contract Time, and in accordance with other terms and conditions of the Contract Documents; and no additional examinations, investigations, tests, reports, or similar data are, or will be required by CONTRACTOR for such purposes. 6.4 CONTRACTOR has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of the Contract Documents. 6.5 CONTRACTOR has given ENGINEER written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. ARTICLE 7 -CONTRACT DOCUMENTS The contract Documents which comprise the entire Agreement, made a part hereof, and consist of the following: Agreement Page 3 7.1 This Agreement (Pages 1 to 5, inclusive). 7.2 Performance and other Bonds, identified as exhibits ,and consisting of pages. 7.3 Notice of Award, Notice to Proceed. 7.4 General Conditions (Pages 1 to 41, inclusive). 7.5 Drawings, consisting of 1 sheets. 7.6 Any modification, including Change Orders, duly delivered after execution of Agreement. There are no Contract Documents other than those listed above in this Article 7. The Contract Documents may only be altered, amended, or repealed by a Modification (as defined in Section 1 of the General Conditions). ARTICLE 8 -MISCELLANEOUS 8.1 The terms used in this Agreement which are defined in Article 1 of the General Conditions shall have the meanings indicated in the General Conditions. 8.2 No assignment by a party hereto of any rights under, or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 8.3 OWNER and CONTRACTOR each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in the Contract Documents. 8.4 ATTORNEY'S FEES: In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 8.5 APPLICABLE LAW: This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue of any suit, right, or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. IN WITNESS WHEREOF, the parties hereto have signed this Agreement in triplicate. One counterpart each has been delivered to OWNER, CONTRACTOR, and ENGINEER. All Agreement Page 4 portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR, or by ENGINEER on their behalf. This Agreement will be effective on , 2004. OWNER: tiAGLE o`` c°cZ OUNTY OF EAGLE, STATE OF COLORADO, u ~ ~ y and Through Its BOARD OF COUNTY ATT ST: ~ * r * OMMISSIONERS r , ° ~%" o le to the Board of ~ Tom C. S ne, Chairman County Commissioners COQ 1NTRACTOR: f ~.~`~ ~~~ 816Z~ By: y Name: tr~~ ~ v Title: U ., STATE OF COLORADO County of ) e fo • was acknowledged before me this~(,~ day of ~ , 2004 by ~ as U{~ of Vogelman est Associates, Inc.. WITNESS my hand and official seal. My commission expires ~ ~ // - 20~, Notary Public Agreement Page 5 GENERAL CONDITIONS GENERAL CONDITIONS TABLE OF CONTENTS ARTICLE TITLE PAGE 1 1. DEFINITIONS ....................................................................................................... . RS 3 2. ................................................................................. PRELIMINARY MATTE . 4 3. CONTRACT DOCUMENTS ................................................................................ . 4. AVAILABII.ITY OF LANDS; PHYSICAL CONDITIONS; REFERENCE POINTS ........................................................................................... 5 6 5. BONDS AND INSURANCE ................................................................................. . 6. CONTRACTOR'S RESPONSIBII.I'I'IES ............................................................ 10 7. WORK BY OTHERS ........................................................................................... 17 8. OWNER'S RESPONSIBII,I'I'IES ........................................................................ 18 9. ENGINEER'S STATUS DURING CONSTRUCTION ....................................... 18 10. CHANGES IN THE WORK ................................................................................. 20 11. CHANGE OF CONTRACT PRICE ..................................................................... 21 12. CHANGE OF CONTRACT TIME ....................................................................... 25 13. WARRANTY AND GUARANTEE; TESTS AND INSPECTIONS; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK ...................................................................................... 26 14. PAYMENTS TO CONTRACTOR AND COMPLETION .................................. 29 15. SUSPENSION OF WORK AND TERMINATION ............................................. 34 16. MISCELLANEOUS ............................................................................................. 36 INDEX .................................................................................................................. 38 DRAWINGS: The drawings which show the character and scope of the work to be performed, and which have been prepared or approved by ENGINEER, and are referred to in the contract documents. EFFECTIVE DATE OF THE AGREEMENT: The date indicated in the agreement on which it becomes effective, but, if no such date is indicated, it means the date on which the agreement is signed and delivered by the last of the two parties to sign and deliver. ENGINEER: The person, firm or corporation named as such in the Agreement. The Engineer may be a department employee of OWNER, but in such case shall exercise his duties in conformance with the standards applicable to independent professional engineers. FIELD ORDER: A written order issued by ENGINEER which orders minor changes in the work in accordance with paragraph 10.2, but which does not involve a change in the contract price or the contract time. MODIFICATION: (a) A written amendment of the contract documents signed by both parties, (b) a change order, or (c) a field order. A modification may only be issued after the effective date of the agreement. NOTICE OF AWARD: The written notice by OWNER to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified, OWNER will sign and deliver the agreement. NOTICE TO PROCEED: A written notice given by OWNER to CONTRACTOR (with a copy to ENGINEER) fixing the date on which the contract time will commence to run, and on which CONTRACTOR shall start to perform his obligation under the contract documents. OWNER: The public body or authority, corporation, association, partnership, or individual with whom CONTRACTOR has entered into the agreement, and for whom the work is to be provided. PROJECT: The total construction of which the work to be provided under the contract documents may be the whole or a part, as indicated elsewhere in the contract documents. RESIDENT PROJECT REPRESENTATIVE: The authorized representative of ENGINEER who is assigned to the site or any part thereof. SHOP DRAWINGS: All drawings, diagrams, illustrations, schedules, and other data which are specifically prepared by CONTRACTOR, a subcontractor, manufacturer, fabricator, supplier, or distributor to illustrate some portion of the work, and all illustrations, brochures, standard schedules, performance charts, instructions, diagrams, and other information prepared by a manufacturer, fabricator, supplier, or distributor and General Conditions Page 2 2.4 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. BEFORE STARTING CONSTRUCTION: 2.5 Before undertaking each part of the work, CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements. CONTRACTOR shall promptly report in writing to ENGINEER any conflict, error, or discrepancy which CONTRACTOR may discover; however, CONTRACTOR shall not be liable to OWNER or ENGINEER for failure to report any conflict, error, or discrepancy in the Drawings or Specifications, unless CONTRACTOR had actual knowledge thereof, or should reasonable have known thereof. 2.6 Within ten days after the effective date of the Agreement (unless otherwise specified in the general requirements) CONTRACTOR shall submit to ENGINEER for review and acceptance an estimated progress schedule indicating the starting and completion dates of the various stages of the work, a preliminary schedule of shop drawings submissions, and a preliminary schedule of values of the Work. 2.7 Before any work at the site is started, CONTRACTOR shall deliver to OWNER, with a copy to ENGINEER, certificates of insurance (and other evidence of insurance requested by OWNER) which CONTRACTOR is required to purchase and maintain in accordance with paragraphs 5.3, 5.4, 5.5, 5.6, and 5.7. PRE-CONSTRUCTION CONFERENCE: 2.8 Within twenty days after the effective date of the Agreement, but before CONTRACTOR starts the work at the site, a conference will be held for review and acceptance of the schedules referred to in paragraph 2.6, to establish procedures for handling shop drawings and other submittals, and for processing applications for payment, and to establish a working understanding among the parties as to the Work. ARTICLE 3 -CONTRACT DOCUMENTS: INTENT AND REUSE INTENT: 3.1 The Contract Documents comprise the entire agreement between OWNER and CONTRACTOR concerning the work. They may be altered only by a Modification. 3.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all. If during the performance of the Work, CONTRACTOR finds a conflict, error, or discrepancy in the Contract Documents, he shall report it to ENGINEER in writing at once and before proceeding with the Work affected thereby; however, General Conditions Page 4 contract time, CONTRACTOR may make a claim therefore as provided in Article 12. CONTRACTOR may make a claim therefore as provided in Article 12. CONTRACTOR shall provide for all additional lands and access hereto that may be required for temporary construction facilities or storage of materials and equipment. PHYSICAL CONDITIONS -INVESTIGATIONS AND REPORTS: 4.2 Reference is made to the supplementary conditions for identification of those reports of investigations and tests of subsurface and latent physical conditions at the site or otherwise affecting cost, progress, or performance of the work which have been relied upon by ENGINEER in the preparation of the drawings and specifications. Such reports are not part of the contract documents. UNFORESEEN PHYSICAL CONDITIONS: 4.3 CONTRACTOR shall promptly notify OWNER and ENGINEER in writing of any subsurface or latent physical conditions at the site or in an existing structure differing materially from those indicated or referred to :in the contract documents. ENGINEER will promptly review those conditions and advise OWNER in writing if further investigation or tests are necessary. Promptly thereafter, OWNER shall obtain the necessary additional investigations and tests, and furnish copies to ENGINEER and CONTRACTOR. If ENGINEER finds that the results of such investigations or tests indicate that there are subsurface or latent physical conditions which differ materially from those intended in the contract documents, and which could not reasonably have been anticipated by CONTRACTOR, a change order shall be issued incorporating the necessary revisions. REFERENCE POINTS: 4.4 OWNER shall provide engineering surveys for construction to establish reference points which in his 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 nor relocations without the prior written approval of OWNER. CONTRACTOR shall report to ENGINEER whenever any reference point is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for replacement or relocation of such reference points by professional qualified personnel. ARTICLE 5 -BONDS AND INSURANCE PERFORMANCE AND OTHER BONDS: 5.1 CONTRACTOR shall furnish performance and payment bonds, each in an amount at least equal to the contract price as security for the faithful performance and payment of all CONTRACTOR'S obligations under the contract documents. These bonds shall remain in General Conditions Page 6 Workmen's Compensation insurance shall provide coverage as required by the laws of the State of Colorado. Insurance covering claims for damages to persons or property required by the preceding paragraph (except subparagraph 5.3.1) shall be in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $2,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 Aggregate: $2,000,000 and shall be furnished in types specified as follows: 5.3.5 CONTRACTOR'S Liability Insurance issued to and covering the liability for damage imposed by law upon the CONTRACTOR and each subcontractor with respect to all work performed by them under the agreement (construction contract). 5.3.6 CONTRACTOR'S Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the CONTRACTOR and each subcontractor with respect to all work under the agreement (construction contract) performed for the CONTRACTOR by subcontractors. 5.3.7 Completed Operations Liability Insurance issued to and covering the liability for damage imposed by law upon the CONTRACTOR and each subcontractor arising between the date of final cessation of the work, and the date of final acceptance thereof out of that part of the work performed by each. 5.3.8 Comprehensive Automobile Insurance shall be carried in the amount of $500,000/$1,000,000 for bodily injury and $500,000 for property damage, each occurrence. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. 5.3.9 The CONTRACTOR shall in addition, and in the amounts required under the above, obtain Protective Liability Insurance issued to and covering the liability for damages imposed by law upon the OWNER with respect to all operations under the construction contract by the CONTRACTOR or his subcontractors, including omissions and supervisory acts by the OWNER. 5.4 Comprehensive Risk Policy Option: In lieu of the several policies specified for CONTRACTOR'S Liability Insurance, a comprehensive liability and property damage insurance policy inclusive of all the insurance and requirements hereinafter set forth, with General Conditions Page 8 5.8 Owner's Liability Insurance: The OWNER, at his option, may purchase and maintain such liability insurance as will protect him against claims which may arise from operations under this contract. Purchasing and maintaining such insurance, however, will not relieve the CONTRACTOR from purchasing and maintaining the insurance hereinbefore specified. 5.9 Loss of Use of Insurance: The OWNER, at his option, may purchase and maintain such insurance as will insure him against loss of use of his property due to fire or other hazards, however caused. ARTICLE 6 -CONTRACTOR'S RESPONSIBILITIES SUPERVISION AND SUPERINTENDENCE: 6.1 CONTRACTOR shall supervise and direct the work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the contract documents. CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction, but CONTRACTOR shall not be solely responsible for the negligence of others in the design or selection of a specific means, method, technique, sequence, or procedure of construction which is indicated in and required by the contract documents. CONTRACTOR shall be responsible to see that the finished work complies accurately with the contract documents. 6.2 CONTRACTOR shall keep on the work at all times during its progress a competent resident superintendent, who shall not be replaced without written notice to OWNER and ENGINEER except under extraordinary circumstances. The superintendent will be CONTRACTOR'S representative at the site and shall have authority to act on behalf of CONTRACTOR. All communications given to the superintendent shall be as binding as if given to CONTRACTOR. LABOR, MATERIALS AND EQUIPMENT: 5.3 CONTRACTOR shall provide competent, suitably qualified personnel to survey and lay out the work, and perform construction as required by the contract documents. CONTRACTOR 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 supplementary conditions, all work at the site shall be performed during regular working hours and CONTRACTOR will not permit overtime work or the performance of work on Saturday, Sunday, or any legal holiday without OWNER'S written consent given after prior written notice to ENGINEER. General Conditions Page 10 shall 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 or savings that will result directly or indirectly from 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 ENGINEER in evaluating the proposed substitute. ENGINEER may require CONTRACTOR to furnish, at CONTRACTOR'S expense, additional data about the proposed substitute. ENGINEER will be the sole judge of acceptability, and no substitute will be ordered or installed without ENGINEER'S prior written acceptance. OWNER may require CONTRACTOR to furnish, at CONTRACTOR'S expense, a special performance guarantee or other surety with respect to any substitute. 6.8.2 ENGINEER will record time required by ENGINEER and ENGINEER'S consultants in evaluating substitutions proposed by CONTRACTOR and in making changes in the drawings or specifications occasioned thereby, whether or not ENGINEER accepts a proposed substitute. CONTRACTOR shall reimburse OWNER for the charges of ENGINEER and ENGINEER'S consultants for evaluating any proposed substitute. CONCERNING SUBCONTRACTORS: 6.9 CONTRACTOR shall not employ any subcontractor or other person or organization (including those who are to furnish the principal items of materials or equipment), whether initially or as a substitute, against whom OWNER or ENGINEER may have reasonable objection. A subcontractor or other person or organization identified in writing to OWNER and ENGINEER by CONTRACTOR prior to the Notice of Award, and not objected to in writing by OWNER or ENGINEER prior to the Notice of Award, will be deemed acceptable to OWNER and ENGINEER. Acceptance of any subcontractor, other person or organization by OWNER or ENGINEER shall not constitute a waiver of any right of OWNER or ENGINEER to reject defective work. If OWNER or ENGINEER, after due investigation, has reasonable objection to any subcontractor, or other person or organization proposed by CONTRACTOR after the Notice of Award, CONTRACTOR shall submit an acceptable substitute, and the contract price shall be increased or decreased by the difference in cost occasioned by such substitution, and an appropriate change order shall be issued. CONTRACTOR shall not be required to employ any subcontractor, other person or organization against whom CONTRACTOR has reasonable objection. 6.10 CONTRACTOR shall be fully responsible for all acts and omissions of his subcontractors, and of persons and organizations directly or indirectly employed by them, and of persons and organizations for whose acts any of them may be liable to the same extent that CONTRACTOR is responsible for the acts and omissions of persons directly employed by CONTRACTOR. Nothing in the contract documents shall create a contractual relationship between OWNER or ENGINEER and any subcontractor or other person or organization having a direct contract with CONTRACTOR, nor shall it create any obligation on the part of OWNER or ENGINEER to pay or to see to the payment of any monies due any General Conditions Page 12 6.15 CONTRACTOR shall give all notices and comply with all laws, ordinances, rules, and regulations applicable to the work. If CONTRACTOR observes that the specifications or drawings are at variance therewith, CONTRACTOR shall give ENGINEER prompt written notice thereof, and any necessary changes shall be adjusted by an appropriate modification. If CONTRACTOR performs any work knowing, or having reason to know, that it is contrary to such laws, ordinances, rules, and regulations, and without such notice to ENGINEER, CONTRACTOR shall bear all costs arising therefrom; however, it shall not be CONTRACTOR'S primary responsibility to make certain that the specifications and drawings are in accordance with such laws, ordinances, rules, and regulations. TAXES: 6.16 CONTRACTOR shall pay all sales, consumer, use, and other similar taxes required to be paid by him in accordance with the law of the place of the project. USE OF PREMISES: 6.17 CONTRACTOR shall confine construction equipment, the storage of materials and equipment, and the operations of workmen to areas permitted by law, ordinances, permits, or the requirements of the contract documents, and shall not unreasonably encumber the premises with construction equipment or other materials or equipment. 6.18 During the progress of the work, 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, CONTRACTOR shall remove all waste materials, rubbish, and debris from and about the premises as well as all tools, appliances, construction equipment, and machinery, and surplus materials, and shall leave the site clean and ready for occupancy by OWNER. CONTRACTOR shall restore to their original condition those portions of the site not designated for alteration by the contract documents. 6.19 CONTRACTOR shall not load, nor permit any part of any structure to be loaded, in any manner that will endanger the structure, nor shall CONTRACTOR subject any part of the work or adjacent property to stresses or pressures that will endanger it. RECORD DOCUMENTS: 6.20 CONTRACTOR shall keep one record copy of all specifications, drawings, addenda, modifications, shop drawings, and samples at the site in good order and annotated to show all changes made during the construction process. These shall be available to ENGINEER for examination and shall be delivered to ENGINEER for OWNER upon completion of the work. SAFETY AND PROTECTION: 6.21 CONTRACTOR shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the work. CONTRACTOR shall take all General Conditions Page 14 of all shop drawings, which shall have been checked by, and stamped with the approval of, CONTRACTOR, and identified as ENGINEER may require. The data shown on the shop drawings will be complete with respect to dimensions, design criteria, materials of construction, and like information to enable ENGINEER to review the information as required. 6.25 CONTRACTOR shall also submit to ENGINEER 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 stamped with the approval, of CONTRACTOR, identified clearly as to material, manufacturer, and any pertinent catalog numbers, and the use for which intended. 6.26 At the time of each submission, CONTRACTOR shall, in writing, call ENGINEER'S attention to any deviations that the shop drawings or samples may have from the requirements of the contract documents. 6.27 ENGINEER will review and approve, with reasonable promptness, shop drawings and samples, but ENGINEER'S review and approval shall 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, sequences, techniques, or procedures of construction, or to safety precautions of 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. CONTRACTOR shall make any corrections required by ENGINEER, and shall return the required number of corrected copies of shop drawings, and resubmit new samples for review and approval. CONTRACTOR shall direct specific attention in writing to revisions other than the corrections called for by ENGINEER on previous submittals. CONTRACTOR'S stamp of approval on any shop drawing or sample shall constitute a representation to OWNER and ENGINEER that CONTRACTOR has either determined and verified all quantities, dimensions, field construction criteria, materials catalog numbers, and similar data, or assumes full responsibility for doing so, and that CONTRACTOR has reviewed or coordinated each shop drawing or sample with the requirements of the work and the contract documents. 6.28 Where a shop drawing or sample is required by the specifications, no related work shall be commenced until the submittal has been reviewed and approved by ENGINEER. 6.29 ENGINEER'S review and approval of shop drawings or samples shall not relieve CONTRACTOR from responsibility for any deviations from the contract documents unless CONTRACTOR has, in writing, called ENGINEER'S attention to such deviation at the time of submission, and ENGINEER has given written concurrence and approval to the specific deviation, nor shall any concurrence or approval by ENGINEER relive CONTRACTOR from responsibility for errors or omissions in the shop drawings. CONTINUING THE WORK: General Conditions Page 16 apparent defects or deficiencies in such work that render it unsuitable for such proper execution and results CONTRACTOR'S failure to so report shall constitute an acceptance of the other work as fit and proper for integration with CONTRACTOR'S work, except for latent or nonapparent defects and deficiencies in the other work. 7.3 CONTRACTOR shall do all cutting, fitting, and patching of his work that may be required to make its several parts come together properly and integrate with such other work. 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 ENGINEER and the others whose work will be affected. 7.4 If the performance of additional work by other contractors or utility service companies or OWNER was not noted in the contract documents, written notice thereof shall be given to CONTRACTOR prior to starting any such additional work. If CONTRACTOR believes that the performance of such additional work by OWNER or others involves additional expense to CONTRACTOR, or requires an extension of the contract time, CONTRACTOR may make a claim therefore as provided in Articles 11 and 12. ARTICLE 8 - OWNER'S RESPONSIBII,ITIES 8.1 OWNER shall issue all communications to CONTRACTOR through ENGINEER. 8.2 In case of termination of the employment of ENGINEER, OWNER shall appoint an engineer whose status under the contract documents shall be that of the "former ENGINEER. ARTICLE 9 -ENGINEER'S STATUS DURING CONSTRUCTION OWNER'S REPRESENTATIVE: 9.1 ENGINEER will be OWNER'S representative during the construction period. The duties and responsibilities and the limitations of authority of ENGINEER as OWNER'S representative during construction are set forth in the contract documents, and shall not be extended without written consent of OWNER and ENGINEER. VISITS TO SITE: 9.2 ENGINEER will 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. ENGINEER will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work. ENGINEER'S efforts will be directed toward providing for OWNER a greater degree of confidence that the completed work will conform to the contract documents. On the basis of such visits and on-site observations, as General Conditions Page 18 contract documents pertaining to the execution and progress of the work, shall be referred initially to ENGINEER in writing with a request for a formal decision which ENGINEER will render in writing within a reasonable time. LIMITATIONS ON ENGINEER'S RESPONSIBILITIES: 9.10 Neither ENGINEER'S authority to act under this Article 9, or elsewhere in the contract documents, nor any decision made by ENGINEER in good faith either to exercise or not exercise such authority shall give rise to any duty or responsibility of ENGINEER to CONTRACTOR, any subcontractor, any manufacturer, fabricator, supplier, or distributor, or any of their agents or employees, or any other person performing any of the work. 9.11 Whenever, in the contract documents, the terms "as ordered", "as directed", "as required", "as allowed", 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 requirement, direction, review, or judgment of ENGINEER 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 never indicates that ENGINEER shall have authority to supervise or direct performance of the work, or authority to undertake responsibility contrary to the provisions of paragraphs 9.12 or 9.13. 9.12 ENGINEER will not be responsible for CONTRACTOR'S means, methods, techniques, sequences or procedures of construction, or the safety precautions and programs incident thereto, and ENGINEER will not be responsible for CONTRACTOR'S failure to perform the work in accordance with the contract documents. 9.13 ENGINEER will not be responsible for the acts or omissions of CONTRACTOR, or of any subcontractor, or of the agents or employees of any CONTRACTOR or subcontractor, or of any other persons at the site or otherwise performing any of the work. ARTICLE 10 - CHANGES IN THE WORK 10.1 Without invalidating the agreement, OWNER may, at any time or from time to time, order additions, deletions, or revisions in the work; these will be authorized by change orders. Upon receipt of a change order, CONTRACTOR shall proceed with the work involved. All such work shall be executed under the applicable conditions of the contract documents. If any change order causes an increase or decrease in the contract price, or an extension or shortening of the contract time, an equitable adjustment will be made as provided in Article 11 or Article 12 on the basis of a claim made by either party. 10.2 ENGINEER may authorize minor changes in the work, not involving an adjustment in the contract price or the contract time, which are consistent with the overall intent of the contract documents. These may be accomplished by a field order, and shall be binding on OWNER, and also on CONTRACTOR who shall perform the change promptly. If General Conditions Page 20 11.4.3 On the basis of the cost of the work (determined as provided in paragraphs 11.5 and 11.6), plus a contractor's Fee for overhead and profit (determined as provided in paragraph 11.7). 11.5 The term "Cost of the Work" means the sum of all costs necessarily incurred and paid by CONTRACTOR in the proper performance of the work. Except as otherwise may be agreed to in writing by OWNER, such costs shall be in amounts no higher than those prevailing in the locality of the project, shall include only the following items, and shall not include any of the costs itemized in paragraph 11.6: 11.5.1 Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the work under schedules of job classifications agreed upon by OWNER and CONTRACTOR. Payroll costs for employees not employed full time on the work shall be apportioned on the basis of their time spent on the work. Payroll costs shall include, but not be limited to, salaries and wages, plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, worker's or workmen's compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay applicable thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing work after regular working hours, or on Sunday or legal holidays, shall be included in the above only to the extent authorized by OWNER. 11.5.2 Cost of all materials and equipment furnished and incorporated in the work, including costs of transportation and storage thereof, and manufacturers' field services required in connection therewith. All cash discounts shall accrue to CONTRACTOR unless OWNER deposits funds with CONTRACTOR with which to make payments, in which case, the cash discounts shall accrue to OWNER. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment shall accrue to OWNER, and CONTRACTOR shall make provisions so that they may be obtained. 11.5.3 Payments made by CONTRACTOR to the subcontractors for work performed by subcontractors. If required by OWNER, CONTRACTOR shall obtain competitive bids from subcontractors acceptable to CONTRACTOR, and shall deliver such bids to OWNER, who will then determine, with the advice of ENGINEER, which bids will be accepted. If a subcontract provides that the subcontractor is to be paid on the basis of Cost of the Work Plus a Fee, the subcontractor's Cost of the Work shall be determined in the same manner as CONTRACTOR`S Cost of the Work. All subcontracts shall be subject to the other provisions of the contract documents insofar as applicable. 11.5.4 Supplemental costs including the following: General Conditions Page 22 11.6 The term "Cost of the Work" shall not include any of the following: 11.6.1 Payroll costs and other compensation of CONTRACTOR'S officers, executives, principals (of partnership and sole proprietorship), general managers, engineers, architects, estimators, lawyers, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by CONTRACTOR whether at the site or in his principal or a branch office for general administration of the work, and not specifically included in the agreed upon schedule of job classifications referred to in subparagraph 11.5.1, all of which are to be considered administrative costs covered by the Contractor's Fee. 11.6.2 Expenses of CONTRACTOR'S principal and branch office, other than CONTRACTOR'S office at the site. 11.6.3 Any part of CONTRACTOR'S capital expenses including interest on CONTRACTOR'S capital employed for the work, and charges against CONTRACTOR for delinquent payments. 11.6.4 Cost of premiums for all bonds and for all insurance whether or not CONTRACTOR is required by the contract documents to purchase and maintain the same (except for additional bonds and insurance required because of changes in the work). 11.6.5 Costs due to the negligence of CONTRACTOR, any subcontractor, or anyone directly or indirectly employed by any of them, or for whose acts any of them may be liable, including, but not limited to, the correction of defective work, disposal of materials or equipment wrongly supplied, and making good any damage to property. 11.6.6 Other overhead or general expense costs of any kind, and the costs of any item not specifically and expressly included in paragraph 11.5. CONTRACTOR'S FEE: 11.7 The Contractor's Fee allowed to CONTRACTOR for overhead and profit shall ~ be determined as follows: 11.7.1 a mutually acceptable fixed fee; or, if none can be agreed upon, 11.7.2 a fee based on the following percentages of the various portions of the Cost of the Work: 11.7.2.1 for costs incurred under paragraphs 11.5.1 and 11.5.2, the Contractor's Fee shall be ten percent, General Conditions Page 24 12.2 All time limits stated in the contract documents are of the essence of the agreement. The provisions of Articles 11 and 12 are CONTRACTOR'S sole remedies for delay by any cause whatsoever, including acts of OWNER. ARTICLE 13 -WARRANTY AND GUARANTEE• TESTS AND INSPECTION• CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTNE WORK WARRANTY AND GUARANTEE: 13.1 CONTRACTOR warrants and guarantees to OWNER and ENGINEER that all work will be in accordance with the contract documents and will not be defective. Prompt notice of all defects shall be given to CONTRACTOR. All defective work, whether or not in place, may be rejected, corrected, or accepted as provided in this Article 13. ACCESS TO WORK: 13.2 ENGINEER, ENGINEER'S representatives, other representatives of OWNER, testing agencies, and governmental agencies with jurisdictional interests will have access to the work at reasonable times for their observation, inspection and testing. CONTRACTOR shall provide proper and safe conditions for such access. TESTS AND INSPECTIONS: 13.3 CONTRACTOR shall give ENGINEER timely notice of readiness of work for all required inspections, tests or approvals. 13.4 If any law, ordinance, rule, regulation, code, or order of any public body having jurisdiction requires any work (or part thereof) to specifically be inspected, tested, or approved, CONTRACTOR shall assume full responsibility therefore, pay all costs in connection therewith, and furnish ENGINEER the required certificates of inspection, testing, or approval. CONTRACTOR shall also be responsible for and shall pay all costs in connection with any inspection or testing required in connection with OWNER'S or ENGINEER'S acceptance of a manufacturer, fabricator, supplier or distributor of materials or equipment proposed to be incorporated in the work, or of materials or equipment submitted for approval prior to CONTRACTOR'S purchase thereof for incorporation of the work. The cost of all other inspections, tests, and approvals required by the contract documents shall be paid by OWNER (unless otherwise specified). 13.5 Any inspections, tests, or approvals, other than those required by law, ordinance, rule, regulation, code, or order of any public body having jurisdiction, shall be performed by organizations acceptable to OWNER and CONTRACTOR (or by ENGINEER if so specified). 13.6 If any work that is to be inspected, tested, or approved is covered without written concurrence of ENGINEER, it must, if requested by ENGINEER, be uncovered for General Conditions Page 26 by the contract documents, or by any other specific provision of the contract documents, any work is found to be defective, CONTRACTOR shall promptly, without cost to OWNER, and in accordance with OWNER'S written instructions, either correct such defective work, or, if it has been rejected by OWNER, remove it from the site, and replace it with nondefective work. If CONTRACTOR does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, OWNER may have the defective work corrected or the rejected work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, shall be paid by CONTRACTOR. ACCEPTANCE OF DEFECTIVE WORK: 13.13 If, instead of requiring correction or removal and replacement of defective work, OWNER (and, prior to ENGINEER'S recommendation of final payment, also ENGINEER) prefers to accept it, OWNER may do so. In such case, if acceptance occurs prior to ENGINEER'S recommendation of final payment, a change order shall be issued incorporating the necessary revisions in the contract price; or, if the acceptance occurs after such recommendation, anappropriate amount shall be paid by CONTRACTOR to OWNER. OWNER MAY CORRECT DEFECTIVE WORK: 13.14 If CONTRACTOR fails, within a reasonable time after written notice of ENGINEER, to proceed to correct defective work, or to remove and replace rejected work as required by ENGINEER in accordance with paragraph 13.11, or if CONTRACTOR fails to perform the work in accordance with the contract documents (including any requirements of the progress schedule), OWNER may, after seven days written notice to CONTRACTOR, correct and remedy any such deficiency. In exercising his rights under this paragraph OWNER shall proceed expeditiously. To the extent necessary to complete corrective and remedial action, OWNER may exclude CONTRACTOR from all part of the site, take possession of all or part of the work, and suspend CONTRACTOR'S services related thereto, take possession of 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 OWNER has paid CONTRACTOR, but which are stored elsewhere. CONTRACTOR shall allow OWNER, OWNER'S representatives, agents, and employees such access to the site as may be necessary to enable OWNER to exercise his rights under this paragraph. All direct and indirect costs of OWNER in exercising such rights shall be charged against CONTRACTOR in an amount verified by ENGINEER, and a change order shall be issued incorporating the necessary revisions in the contract documents and a reduction in the contract price. Such direct and indirect costs shall include, in particular but without limitation, compensation for additional professional services required, and all costs of repair and replacement of work of others destroyed or damaged by correction, removal, or replacement of CONTRACTOR'S defective work. CONTRACTOR shall not be allowed an extension of the contract time because of any delay in performance of the work attributable to the exercise by OWNER of OWNER'S rights hereunder. - General Conditions Page 28 presentation to him of the application for payment with ENGINEER'S recommendation, pay CONTRACTOR the amount recommended. 14.5 ENGINEER'S recommendation of any payment requested in an application for payment will constitute a representation by ENGINEER to OWNER that, based on ENGINEER'S on-site observations of the work in progress as an experienced and qualified design professional, and on ENGINEER'S review of the application for payment, and the accompanying data and schedules, the work has progressed to the point indicated; that, to the best of ENGINEER'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 project upon substantial completion, and to the results of any subsequent tests called for in the contract documents and any qualifications stated in the recommendation}; and, that CONTRACTOR is entitled to payment of the amount recommended. However, by recommended any such payment, ENGINEER will not thereby be deemed to have represented that exhaustive or continuous on-site inspections have been made to check the quality or the quantity of work, or that the means, methods, techniques, sequences, and procedures of construction have been reviewed, or that any examination has been made to ascertain how or for what purpose CONTRACTOR has used the monies paid or to be paid to CONTRACTOR on account of the contract price, or that title to any work, materials, or equipment has passed to OWNER firee and clear of any Liens. 14.6 ENGINEER'S recommendation of final payment will constitute an additional representation by ENGINEER to OWNER that the conditions precedent to CONTRACTOR'S being entitled to final payment as set forth in paragraph 14.13 have been fulfilled. 14.7 ENGINEER may refuse to recommend the whole, or any part of any payment if, in his opinion, it would be incorrect to make such representations to OWNER. He may also refuse to recommend any such payment, or, because of subsequently discovered evidence, or the results of subsequent inspections or tests, nullify any such payment previously recommended to such extent as may be necessary in ENGINEER'S opinion to protect OWNER from loss because: 14.7.1 the work is defective, or completed work has been damaged requiring correction or replacement, 14.7.2 written claims have been made against OWNER, or Liens have been filed in connection with the work, 14.7.3 the contract price has been reduced because of modifications, 14.7.4 OWNER has been required to correct defective work, or complete the work in accordance with paragraph 13.14, 14.7.5 of CONTRACTOR'S unsatisfactory prosecution of the work in accordance with the contract documents, or General Conditions Page 30 and which may be so used without significant interference with construction of the other parts of the work. If CONTRACTOR agrees, CONTRACTOR will certify to OWNER and ENGINEER that said part of the work is substantially complete, and request ENGINEER to issue a certificate of substantial completion for that part of the work. Within a reasonable time thereafter, OWNER, CONTRACTOR, and ENGINEER shall make an inspection of that part of the work to determine its status of completion. If ENGINEER considers that part of the work to be substantially complete, ENGINEER will execute, and deliver to OWNER and CONTRACTOR, a certificate to that effect, fixing the date of substantial completion as to that part of the work, attaching thereto a tentative list of items to be completed or corrected before final payment. Prior to issuing a certificate of substantial completion as to part of the work, ENGINEER will deliver to OWNER and CONTRACTOR a written recommendation as to the division of responsibilities pending final payment between OWNER and CONTRACTOR with respect to security, operation, safety, maintenance, utilities, and insurance for that part of the work which shall become binding upon OWNER and CONTRACTOR at the time of issuing the definitive certificate of substantial completion as to that part of the work, unless OWNER and CONTRACTOR shall have otherwise agreed in writing. OWNER shall have the right to exclude CONTRACTOR from any part of the work which ENGINEER has so certified to be substantially complete, but OWNER shall allow CONTRACTOR reasonable access to complete or correct items on the tentative list. 14.10.2 In lieu of the issuance of a certificate of substantial completion as to part of the work, OWNER may take over operation of a facility constituting part of the work, whether or not it is substantially complete, if such facility is functionally and separately usable; provided that prior to any such takeover, OWNER and CONTRACTOR have agreed as to the division of responsibilities between OWNER and CONTRACTOR for security, operation, safety, maintenance, correction period, heat, utilities, and insurance with respect to such facility. 14.10.3 No occupancy of part of the work, or taking over of operations of a facility will be accomplished before the insurers providing the property insurance have acknowledged notice thereof and in writing effected any changes in coverage necessitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or policies, but the property insurance shall not be cancelled or permitted to lapse on account of any such partial use or occupancy. FINAL INSPECTION: 14.11 Upon written notice from CONTRACTOR that the work is complete, ENGINEER will make a final inspection with OWNER and CONTRACTOR, and will notify CONTRACTOR in writing of all particulars in which this inspection reveals that the work is incomplete or defective. CONTRACTOR shall immediately take such measures as are necessary to remedy such deficiencies. General Conditions Page 32 OWNER, nor any failure to do so, nor the issuance of a notice of acceptability by ENGINEER pursuant to paragraph 14.13, nor any correction of defective work by OWNER shall constitute an acceptance of work not in accordance with the contract documents or a release of CONTRACTOR'S obligation to perform the work in accordance with the contract documents. WAIVER OF CLAIMS: 14.15 The making and acceptance of final payment shall constitute: 14.15.1 a waiver of all claims by OWNER against CONTRACTOR, except claims arising from unsettled liens, from defective work appearing after final inspection pursuant to paragraph 14.11, or from failure to comply with the contract documents or the terms of any special guarnatees specified therein; however, it shall not constitute a waiver by OWNER of any rights in respect of CONTRACTOR'S continuing obligations under the contract documents; and 14.15.2 a waiver of all claims by CONTRACTOR against OWNER other than those previously made in writing and still unsettled. ARTICLE 15 -SUSPENSION OF WORK AND TERMINATION OWNER MAY SUSPEND WORK: 15.1 OWNER 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 CONTRACTOR and ENGINEER which shall fix the date on which work shall be resumed. CONTRACTOR shall resume the work on the date so fixed. CONTRACTOR may, at the OWNER'S sole discretion, be allowed an increase in the contract price, or an extension of the contract time, or both, directly attributable to any suspension, if he makes a claim therefor as provided in Articles 11 and 12. 15.2 Upon the occurrence of any one or more of the following events: 15.2.1 if CONTRACTOR is adjudged bankrupt or insolvent, 15.2.2 if CONTRACTOR makes a general assignment for the benefit of creditors, 15.2.3 if a trustee or receiver is appointed for CONTRACTOR or for any of CONTRACTOR'S property, 15.2.4 if CONTRACTOR files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, General Conditions Page 34 determined to be due, then CONTRACTOR may, upon seven days written notice to OWNER and ENGINEER, terminate the agreement and recover from OWNER payment for all work executed through the date of termination. ARTICLE 16 -MISCELLANEOUS GIVING NOTICE: 16.1 Whenever any provision of the contract documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual, or to a member of the firm, or to an officer of the, corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. COMPUTATION OF TIME: 16.2 When any period of time is referred to in the contract documents by days, it shall be calendar days and be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday, or on a day made a legal holiday by the law of the applicable jurisdiction, such day shall be omitted from the computation. GENERAL: 16.3 Should OWNER or CONTRACTOR suffer injury or damage to his 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 shall be made in writing to the other party within a reasonable time of the first observances of such injury or damage. 16.4 The duties and obligations imposed by these general conditions and the rights and remedies available hereunder to the parties hereto, and, in particular, but without limitation, the warranties, guarantees, and obligations imposed upon CONTRACTOR by paragraphs 6.30, 13.1, 13.11, 13.14, 14.3, and 15.2, and all of the rights and remedies available to OWNER and ENGINEER thereunder, shall be in addition to, and shall not 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 law or contract, by special warranty or guarantee, or by other provisions of this paragraph shall be as effective as if repeated specifically in the contract documents in connection with each particular duty, obligations, right and remedy to which they apply. All representations, warranties, and guarantees made in the contract documents shall survive final payment and termination or completion of this agreement. General Conditions Page 36 Contractor's Liability Insurance ................................................................................................... 5.3 Contractor's Responsibilities, in General ........................................................................................ 6 Contractor's Warranty of Title ................................................................................................... 14.3 Copies of Documents' .................................................... .............................................................. 2.2 Correction or Removal of Defective Work ..............................................................................13.11 Correction Period, Two Year ......................................... .......................................................... 13.12 Correction, Removal or Acceptance of Defective Work , in General .............................13.11-13.14 Cost of Work ..........................................................................................................:.......11.5 & 11.6 Costs, Supplemental .....................................................:. ......................................................... 11.5.4 Day, definition of ........................................................... .............................................................. 1 Defective Work, Acceptance of ..................................... .......................................................... 13.13 Defective Work, Correction or Removal of ................... .......................................................... 13.11 Defective, definition of ................................................:. ................................................................. 1 Defective Work, in General ........................................... ............................................................... 13 Defective Work, Rejection ............................................. .............................................................. 9.4 Definitions ...................................................................... ................................................................. 1 Delivery of Bonds .......................................................... .............................................................. 2.1 Disagreements, Decisions by Engineer ..............:........... .............................................................. 9.9 Documents, Copies of .................................................... .............................................................. 2.2 Documents, Record ........................................................ ............................................................ 6.20 Documents, Reuse .......................................................... .............................................................. 3.5 Drawings, definition of .................................................. ................................................................. 1 Effective Date of Agreement, definition of .................... ................................................................. 1 Emergencies ................................................................... ............................................................ 6.23 Engineer, definition of .................................................... ................................................................. 1 Engineer's Notice Work is acceptable ........................... ............................................................ 14.4 Engineer's Responsibilities, Limitations on ............:...... ........:...........................................9.10-9.13 Engineer's Status During Construction, imGeneral ....... ............................................... ................ 9 Engineer's Recommendation of Payment ...................... ..............................................14.4 & 14.13 Equipment, Labor, and Materials ................................... ........................................................6.3-6.6 Equivalent Materials and Equipment ............................. .............................................................. 6.7 Fee, Contractors, Costs Plus ........................................... ............................................................ 11.7 Field Order, definition of ............................................... ................................................................. 1 Field Order, Issued by Engineer ..................................... ............................................................ 10.2 Final Application for Payment ....................................... ..........................................................14.12 Final Inspection .............................................................. .......................................................... 14.11 Final Payment, Recommendation of .............................. ............................................14.12 & 14.13 Final Payment, Acceptance ............................................ ..........................................................14.13 General Requirements, definition of .............................. ................................................. .............. 1 General Provisions ......................................................... ................................................16.3 & 16.4 Giving Notice ................................................................. ............................................................ 16.1 Guarantee of Work, by Contractor ................................. ............................................................ 13.1 General Conditions Page 38 Payments to Contractor, in General .............................................................................................. 14 Payment, Recommendation of .......................................................:................................ 14.4-14.7.6 Performance and Other Bonds ........................................................................................ .......5.1-5.2 Permits ............................................................................................................................. ........... 6.14 Physical Conditions, Investigations and Reports ............................................................ ............. 4.2 Physical Conditions, Unforeseen .................................................................................... ............. 4.3 Pre-Construction Conference .......................................................................................... ............. 2.8 Preliminary Matters ......................................................................................................... ................ 2 Premises, Uses of ............................................................................................................ ...6.17-6.19 Price, Change of Contract ............................................................................................... .............. 11 ...................................................... Price, Contract, definition of ..................................... ................ Progress Payment, Applications for ................................................................................ ...........14.2 Progress Schedule ........................................................................................................... . 2.6 & 14.1 Project, definition of ........................................................................................................ ................ 1 Project Representative, Resident, definition of ............................................................... ................ 1 Project Representation, Provision for .............................................................................. ............. 9.8 Project, Starting ............................................................................................................... ............. 2.4 Protection, Safety and ..................................................................................................... ...6.21-6.22 Recommendation of Payment ....................................................................... Record Documents ........................................................................................ Reference Points ............................................................................................ Regulations, Laws and .................................................................................. Rejecting Defective Work ............................................................................. Removal or Correction of Defective Work ................................................... Resident Project Representative, definition of .............................................. Resident Project Representative, Provision for ............................................. Responsibilities, Contractor's .......................................................::.............. Responsibilities. Owner's .............................................................................. Reuse of Documents ................................................... Royalties, Patent Fees and .......................................... ............14.4 & 14.13 .......................... 6.20 ............................ 4.4 15 ............................ 9.4 ........................13.11 1 ............................ 9.8 ...:........................... 6 ............................... 8 ............................ 3.5 ~, l~ Safety and Protection .........................................................................................................6.21-6.22 Samples ...................................................................................................................................... 6.24 Schedules of Shop Drawing Submissions ........................................................................ 2.6 & 14.1 S h d 1 fVal 26&141 c e u e o ues ........................................................................................................... . Shop Drawings and Samples ............... ...............................................................................6.24-6.29 Shop Drawings, definition of .............. ....................................................................................... 1 Site, Visits to by Engineer ................... .......................................................................... . ............... Specifications, definition of ................ ............................................................................................ 1 Starting Construction, Before .............. ...................................................................................2.5-2.8 Starting the Project .............................. ......................................................................................... 2.4 Stopping Work, by Contractor ............ .......................................................................................15.5 Stopping Work, by Owner .................. .....................................................................................13.10 Subcontractor, definition of ................. ............................................................................................ l Subcontractors, in General .................. .................................................................................6.9-6.12 General Conditions Page 40 PROJECT DRAWING 0/2004 13:09 970926545 t f~ ^ y~ ~ ~• i , ~ ;, i ~ ' ~ I ~ ~ i ~ +'~ ~i . ~ . "1•! i • i (~ I i ~~ • i ~ ~ ~ ; 4 i 1~ i z 1 BERGHRUSSELL PAGE 01 • •~ ~. • • •'' ` .. ; • ..c^~. r 0 ~~ THE AMEKICAN Bond #COC2530 AIA Document A311 OF HrcCHITECTS Performance Bond KNOW ALL MEN BY THESE PRESENTS: that VOGELMAN WEST ASSOCIATES, INC. (Here insert full name and address or legal title of Contractor) 910 NOTTINGHAM ROAD #N4 AVON, CO 81620 as Principal, hereinafter called Contractor, and, MERCHANTS BONDING COMPANY (Here insert full name and address or legal title of Surety) 2100 FLEUR DRIVE DES MOINES, IA 50321-1158 as Surety, hereinafter called Surety, are held and firmly bound unto EAGLE COUNTY, BOARD OF COUNTY COMMISSIONERS P.O. BOX 850 EAGLE, CO 81631 (Here Insert full name and address or legal title of Owner) as Obligee, hereinafter called Owner, in the amount of THIRTEEN THOUSAND SIX HUNDRED NINETY SEVEN AND 50/100 Dollars ($ 13,697.50), for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Contractor has by written agreement dated entered into a contract with Owner for (Here insert full name address and description of protect) ENTRANCE SIGN BERM AT MILLER RANCH ROAD AND STATE HIGHWAY 6 in accordance with Drawings and Specifications prepared by (Here insert full name and address or legal title of Architect) which contract Is by reference made a part hereof, and is hereinafter referred to as the Contract. AIA DOCUMENT A311 PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND AIA O 1 FEBRUARY 1970 ED THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N.Y. AVE., NW., WASHINGTON, D.C 20006 'ERFORMANCE BO NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Contractor shall promptly and faithfully perform said Contract, then this obligation shall be null and void; otherwise it shall remain in full force and effect. The Surety hereby waives notice of any alteration or extension of time made by the Owner Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Owner having performed Owner's obligations thereunder, the Surety may promptly remedy the default, or shall promptly 1) Complete the Contract in accordance with its terms and conditions, or 2) Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and upon determination by Surety of the lowest responsible bidder, or, if the Owner elects, upon determination by the Owner and the Surety jointly of the lowest responsible bidder, arrange for a contract between such bidder and Owner, and make available as Work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract price but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the contract price," as used in this paragraph, shall mean the total amount payable by Owner to Contractor under the Contract and any amendments thereto, less the amount properly paid by Owner to Contractor. Any suit under this bond must be instituted before the expiration of two (2) years from the date on which final payment under the Contract falls due No right of action shall accrue on this bond to or for the use of any person or corporation other than the Owner named herein or the heirs, executors, administrators or successors of the Owner. Signed and sealed this 20th day of April, 2004 ~._/.~ _ Itness VOGELMAN EST SOCIATES, INC. rin I Seal ~ ~ (Title) ~ G~~'/5~N /,~, t - Witness , MERCHANTS BONDING COMPANY Surety Seal (Title) r ~- MARK H. SWEIGART, Attorney-in-Fact AIA DOCUMENT A311 PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND AIAO FEBRUARY 1970 ED THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N. Y. AVE., N.W., WASHINGTON, O.C. 20006 THE AME CAN INSTITUTE OF ~ CHITECTS Bond #COC2530 AIA Document A311 Labor and Material Payment Bond THIS BOND IS ISSUED SIMULTANEOUSLY WITH PERFORMANCE BOND IN FAVOR OF THE OWNER CONDITIONED ON THE FULL AND FAITHFUL PERFORMANCE OF THE CONTRACT KNOW ALL MEN BY THESE PRESENTS: that VOGELMAN WEST ASSOCIATES, INC. 910 NOTTINGHAM ROAD #N4 AVON, CO 81620 (Here insert full name and address or legal title of Contractor) as Principal, hereinafter called Contractor, and, MERCHANTS BONDING COMPANY (Here insert full name and address or legal title of Surety) 2100 FLEUR DRIVE DES MOINES, IA 50321-1158 as Surety, hereinafter called Surety, are held and firmly bound unto EAGLE COUNTY, BOARD OF COUNTY COMMISSIONERS P.O. BOX 850 EAGLE, CO 81631 (Here insert full name and address or legal title of Owner) as Obligee, hereinafter called Owner, for the use and benefit of claimants as hereinbelaw defined, in the amount of THIRTEEN THOUSAND SIX HUNDRED NINETY SEVEN AND 50/100 Dollars ($ 13,697.50), (Here Insert a sum equal to at least one-half of the contract price) for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, Jointly and severally, firmly by these presents. WHEREAS, Principal has by written agreement dated entered into a contract with Owner for (Here Insert full name address and description of protect) ENTRANCE SIGN BERM AT MILLER RANCH ROAD AND STATE HIGHWAY 6 in accordance with Drawings and Specifications prepared by (Here insert full name and address or legal title of Architect) which contract is by reference made a part hereof, and is hereinafter referred to as the Contract. AIA DOCUMENT A311 PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND AIA O FEBRUARY 1970 ED THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N.Y. AVE., N.W., WASHINGTON, D C. 20006 LABOR SID MATERIAL PAYI'~NT BOND NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Principal shall promptly make payment to all claimants as hereinafter defined, for all labor and material used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise it shall remain in full force and effect, subject, however, to the following conditions: 1. A claimant is defined as one having a direct con- tract with the Principal or with a Subcontractor of the Principal for labor, material, or both, used or reasonably required for use in the performance of the Contract, labor and material being construed to include that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental of equipment directly applicable to the Contract. 2. The above named Principal and Surety hereby jointly and severally agree with the Owner that every claimant as herein defined, who has not been paid in full before the expiration of a period of ninety (90) days after the date on which the last of such claimant's work or labor was done or performed, or materials were furnished by such claimant, may sue on this bond for the use of such claimant, prosecute the suit to final judgment for such sum or sums as may be justly due claimant and have execution thereon. The Owner shall not be liable for payment of any costs or expenses of any such suit. 3. No suit or action shall be commenced hereunder by any claimant: a) Unless claimant, other that one having a direct contract with the Principal, shall have given written notice to any two of the following: the Principal, the Owner, or the Surety above named, within (90) day after such claimant did or performed the last of the work or labor, or furnished the las of the materials for which said claim is made, stating with substantial accuracy the amount claimed and the name of the party to whom materials were furnished, or for whom the work or labor was done or performed. Such notice shall be served by mailing the same by registered mail or certified mall; postage prepaid, in an envelope addressed to the Principal, Owner or Surety, at any place where an office is regularly maintained for the transaction of business, or served in any state in any manner in which legal process may be served in the state in which the aforesaid project is located, save that such service need not be made by a public officer. b) After the expiration of one (1) year following the date on which Principal ceased Work on said Contract, it being understood, however, that if any limitation embodied in this bond is prohibited by any law controlling the construction hereof such limitation shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. c) Other than in a state court of competent for the jurisdiction in and for the county or other political subdivision of the state in which the Project, or any part thereof, is situated, or in the United States District Court for the district in which the project or any part thereof is situated, and not elsewhere. 4. The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith hereunder, inclusive of the payment by Surety of mechanic's liens which may be filed of record against said improvements whether or not claim for the amount of such lien be presented under and against this bond. Signed and sealed this 20th day of April , 2004 . i -~ vz--t ( ess) r ~c~L~ fit. ~~ (Witness) VOGELMAN WEST ASSOCIATES INC. ncipal) (Seal) MERCHANTS BONDING COMPANY (Surety) (Seal) (Title) Attorney-in-Fact / MARK H. SWEIGART, Attorney-in-Fact AIADOCUMENT A311 PERFORMANCE BOND AND LABOR AND MATERIAL PAYMENT BOND AIAo FEBRUARY 1970 ED THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 N.Y. AVE., N.W., WASHINGTON, Q.C. 20006 Merchants Bonding Company (Mutual) POWER O F ATTO R N EY Bond No. Know All Persons By These Presents, that the MERCHANTS BONDING COMPANY (MUTUAL), a corporation duly organized under the laws of the State of Iowa, and having its principal office in the City of Des Moines, County of Polk, State of Iowa, hath made, constituted and appointed, and does by these presents make, constitute and appoint Darrell C.R. Olson, Darrell C.R. Olson, II, Mark H. Sweigart, Steven L. Walker, Cheryl M. Husted, Lance M. Olson, Tracy A. Goodwin of Englewood and State of Colorado its true and lawful Attorney-in-Fact, with full power and authority hereby conferred in its name, place and stead, to sign, execute, acknowledge and deliver in its behalf as surety any and all bonds, undertakings, recognizances or other written obligations in the nature thereof, subject to the limitation that any such instrument shall not exceed the amount of: FIVE MILLION ($5,000,000.00) DOLLARS and to bind the MERCHANTS BONDING COMPANY (MUTUAL) thereby as fully and to the same extent as if such bond or undertaking was signed by the duly authorized officers of the MERCHANTS BONDING COMPANY (MUTUAL), and all the acts of said Attorney-in-Fact, pursuant to the authority herein given, are hereby ratified and confirmed. This Power-of-Attorney is made and executed pursuant to and by authority of the following Amended Substituted and Restated By- laws adopted by the Board of Directors of the MERCHANTS BONDING COMPANY (MUTUAL) on November 16, 2002. ARTICLE II, SECTION 8 -The Chairman of the Board or President or any Vice President or Secretary shall have power and authority to appoint Attorneys-in-Fact, and to authorize them to execute on behalf of the Company, and attach the Seal of the Company thereto, bonds and undertakings, recognizances, contracts of indemnity and other writings obligatory in the nature thereof. ARTICLE II, SECTION 9 -The signature of any authorized officer and the Seal of the Company may be affixed by facsimile to any Power of Attorney or Certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the Company, and such signature and seal when so used shall have the same force and effect as though manually fixed. In Witness Whereof, MERCHANTS BONDING COMPANY (MUTUAL) has caused these presents to be signed by its President and its corporate seal to be hereto affixed, this 1st day of January, 2003. STATE OF IOWA COUNTY OF POLK ss. • ~O~NG ~~M •. 'Z~ °:3• a'• 1933 • . y : c. • ;. •C1i• .d •~• • ~ • ..~y•~ ~1.• '••..... MERCHANTS BONDING COMPANY (MUTUAL) By ~~ President On this 1st day of January, 2003, before me appeared Lany Taylor, to me personally known, who being by me duly sworn did say that he is President of the MERCHANTS BONDING COMPANY (MUTUAL), the corporation described in the foregoing instrument, and that the Seal affixed to the said instrument is the Corporate Seal of the said Corporation and that the said instrument was signed and sealed in behalf of said Corporation by authority of its Board of Directors. In Testimony Whereof, I have hereunto set my hand and affixed my Official Seal at the City of Des Moores, Iowa, the day and year first above written. MARILYN BOYD ~~ Commission Number 10012 v My Commission Expires November 4, 2004 Notary Public, Polk County, Iowa STATE OF IOWA COUNTY OF POLK ss. I, William Warner, Jr., Secretary of the MERCHANTS BONDING COMPANY (MUTUAL), do hereby certify that the above and foregoing is a true and correct copy of the POWER-OF-ATTORNEY executed by said MERCHANTS BONDING COMPANY (MUTUAL), which is still in full force and effect and has not been amended or revoked. In Witness Whereof, I have hereunto set my hand and affixed the seal of the Company on this20THday of APRIL 2004 MSC 0814 (2/03) ~...... •~O~N~ •~0?~~•. 0~'ORP0,9 ,:o'~. .Z; :3. a - 1933 ; c' y • • •Cy. •~• ~b.~W • • •~1'~: Secretary