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HomeMy WebLinkAboutC05-282 - AGREElVIENT FOR CONSTRUCTION PROJECT NAME: Golden Eagle Senior Center Renovation THIS AGREEMENT is dated as of the 20th day of September, in the year 2005 by and between Board of County Commissioners Eagle County, Colorado (hereinafter called "Owner" or "County") and Rippy Contractors, Inc. (hereinafter called "Contractor") Owner and Contractor, in consideration of the mutual covenants set forth herein, agree as follows: ARTICLE 1 - WORK 1.1 Contractor shall complete all work in the Contract Documents as set forth in article 8 and which are incorporated herein by reference. The work is generally described as follows: Provide all labor, tools, materials and services to renovate the Golden Eagle Senior Center, as further described and identified in plans, specifications and contract documents hereof (hereinafter "Work" or "Proj ect"). ARTICLE 2 - OWNER'S REPRESENTATIVE 2.1 The project is under the authority of the Eagle County Facilities Management Department, the Director of which, or his designee, shall be Owner's liaison with Contractor with respect to the performance of the Work ARTICLE 3 - CONTRACT TIME 3.1 The work will commence on or before October 1, 2005, and be substantially completed on or before February 10, 2006 and be ready for final payment in accordance with Article 6.3 hereunder. ARTICLE 4 - CONTRACT PRICE 4.1 The sum of the Cost of the Work and the Contractor's fee is guaranteed by the Contractor not to exceed Three Hundred-Fifty Five Thousand and No/I00 Dollars ($355,000.00) subject to additions and deductions by Change Order as provided in the contract documents. Such maximum sum is referred to in the contract documents as the Guaranteed Maximum Price or GMP. Costs which will cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. 4.2. The Contractor shall develop and monitor an effective system of Project cost control; incorporated approved changes as they occur; develop cash flow reports and forecasts as required; identify any variance between actual and budgeted costs within project budgets; advise the County project manager whenever projected costs are expected to vary from the projected budget and/or the Guaranteed Maximum Price, and continually monitor the cost estimates to assure that the Work remains within the applicable budget of the Guaranteed Maximum Price. Any project savings, below the Guaranteed Maximum Price, resulting from bidding of subcontractors and other costs of the work shall accrue to the Owner and Contractor equally. 4.3 Within fifteen (15) days of contract award, the Contractor shall prepare and submit a construction schedule for the work which shall provide for the expeditious practicable execution of the work. The schedule shall be consistent with the previously issued schedules, not exceed time limits current under the Contract Documents and shall be related to the entire project to the extent required by the Contract Documents. The schedule for the performance of the work shall be a Critical Path Method system. 4.4 Pursuant to the provisions of g24-91-l03.6, C.R.S., and notwithstanding anything to the contrary contained elsewhere in the Contract Documents, no change order or other form of order or directive by Owner, and no amendment to this Agreement, requiring additional compensable work to be performed which work causes the aggregate amount payable under the Agreement to exceed the amount appropriated for the original Agreement, shall be of any force or effect unless accompanied by a written assurance by Owner that lawful appropriations to cover the costs of the additional work have been made or unless such work is covered under a remedy-granting provision in the Agreement. 4.5 Funds for this project have been budgeted and appropriated. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to Owner nor shall any payment be made to Contractor for any Work done after December 31,2005, without the written approval of the Owner in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of Article 25 of Title 30 of the Colorado Revised Statues and the Local Government Budget Law (C.R.S. 29-1-101 et seq.). 4.6 CLAIMS FOR ADDITIONAL COST 4.6.1 The GMP constitutes the total compensation payable to Contractor for performing the Work. All duties, responsibilities, and obligations assigned to or undertaken by Contractor shall be at his expense without change in the GMP. The GMP may only be changed by a change order. Any claim for an increase in the GMP shall be based on written notice delivered to Owner within fifteen (15) days of the occurrence of the event giving rise to the claim and in all cases before proceeding to execute the Work, except in an emergency endangering life or property. No such claim shall be valid unless so made. Any approved change in the GMP resulting from such claim shall be authorized by Change Order. 4.6.2 Contractor claims for additional cost are limited to changes made by written order of the Owner in the Work which cause the GMP to be exceeded and such fact is conspicuously noted on the document approved by the Board of County Commissioners. Adjustments in the GMP shall be made at the sole discretion of the Owner. CM/GC's failure to discern conditions or circumstances that later increase their cost to complete the Project shall not be a basis for an adjustment to the GMP. 2 ARTICLE 5 - LIQUIDATED DAMAGES 5.1 LIQUIDATED DAMAGES: Owner and Contractor recognize that time is of the essence of this agreement and that the 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 the General Conditions. They also recognize the delays, expense, and difficulties involved in proving a legal or arbitration preceding 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 two hundred fifty dollars ($250.00) for each day that expires after the time specified in paragraph 3.1 for completion until the Work is complete. 5.1.1 If the Contractor believes that a contract extension should be granted due to delays caused by excusable, inclement weather, it may request a contract extension in writing from the Owner. The Owner shall thereon grant an extension equal, in the Owner's reasonable opinion, in duration to the delay, if any, that was caused by the excusable, inclement weather. Excusable, inclement weather is snowfall, rainfall, freezing temperatures or excessive wind conditions, the degree or duration of which varies in excess ofthe average conditions expected, which is unusual for the particular time and place where the work is to be performed, or which could not have been reasonably anticipated by the Contractor. 5.2 The completion dates as set forth in paragraph 3.1 above include a reasonable time for the reviews and approvals required by this agreement. Should the Contractor be unreasonably delayed by the failure of any person or entity to provide review or approval within such reasonable time, Contractor shall be entitled to an appropriate extension of time after a written request for such extension has been submitted to and approved by Owner's designated representative in writing. No time extension will be granted unless a determination is made by the Owner, in its sole discretion that good cause exists for such extension. ARTICLE 6 - PAYMENT PROCEDURE 6.1 The Contractor shall submit applications for payment and back-up material (e.g. Subcontractor's invoices, vender statements and receipts) as shall be reasonably required in accordance with the General Conditions. Applications for Payment will be processed as provided in the General Conditions. 6.2 PROGRESS PAYMENTS: Owner shall make monthly progress payments on account of the Contract Price on the basis of Contractor's Applications for Construction Agreement Payments, as provided below. All progress payments will be on the basis of the progress of the Work. 6.2.1 Prior to Completion, progress payments will be in an amount equal to: 90% of the Work completed and materials and equipment not incorporated in the Work but delivered and suitably stored until fifty percent (50%) of the Work is performed, after which no additional retainage shall be withheld. Less in each case the aggregate of payments previously made. 3 6.3 FINAL PAYMENT: Upon final completion and acceptance in accordance with the General Conditions, Owner shall pay the remainder of the Contract Price. 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 C.RS. g38-26-107. Final payment shall be made in accordance with the requirements of the aforesaid statute. ARTICLE 7 - CONTRACTOR'S REPRESENTATIONS 7.1 In order to induce Owner to enter into this Agreement, Contractor makes the following representations: 7.2 Contractor has familiarized itself 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 may affect cost, progress, or performance of the Work. 7.3 Contractor has made, or caused to be made, examinations, investigations, and tests and studies of such reports and related data as it 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. 7.4 Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions ofthe Contract Documents. 7.5 Contractor has given Owner written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents and the written resolution thereofby Owner, if any, is acceptable to Contractor. 7.6 In cooperation with the Owner, the Contractor shall attend regularly scheduled meetings with the Owner at the Owner's request to discuss progress, present material and information and respond to questions regarding the Project. The Contractor will be responsible for submitting to Owner, within five working days, the minutes of all meetings during the construction phase. The Contractor shall maintain the minutes and suggested modifications in chronological order in a three-hole punch binder. 7.7 At the completion of the project and at Owner's request, the Contractor shall provide a complete set of as-built plans and submit to the Owner at Owner's expense. ARTICLE 8 - CONTRACT DOCUMENTS The Contract Documents which comprise the entire Agreement are made a part hereof and consist of the following: 4 8.1 This Agreement. 8.2 Contractor Proposal. 8.3 General Conditions. 8.4 Requirements and Procedures for Contractors and Vendors Performing Work at County Facilities. 8.5 Project Specifications prepared by Carol N. Vaughan Designs. 8.6 Golden Eagle Senior Center Remodel and Addition Plans, prepared by Jeff Johnson Architectural and Carol N. Vaughan Designs. 8.7 Any modifications, including Change Orders, duly delivered after execution of Agreement. There are no Contract Documents other than those listed above in this Article 8. The Contract Documents may only be altered, amended, or repealed by an executed, written amendment to this Agreement. ARTICLE 9 - SCHEDULE & SECURITY 9.1 Contractor shall submit its proposed Work schedule(s) to Owner for approval. All Work will be scheduled and performed in a manner which will produce minimum interference with the daily activities of Eagle County. Unless otherwise agreed, Contractor shall be allowed on-site for performance of Work only during the agreed upon time. ARTICLE 10- INDEPENDENT CONTRACTOR 10.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Contractor shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of Owner. The Contractor shall be solely and entirely responsible for its act and for the acts of Contractor's agents, employees, servants and subcontractors during the performance of this Agreement. ARTICLE 11- CONTRACTOR'S LEVEL OF CARE 11.1 The Contractor shall be responsible for completeness and accuracy ofthe Work, including all supporting data and other documents prepared or compiled in performance ofthe Work, and shall correct, at its sole expense, all errors and omissions therein. The fact that the Owner has accepted or approved the Contractor's Work shall not relieve the contractor of any of its responsibilities. The Contractor and its professional consultants shall perform the Work in a skillful, professional and competent manner and in accordance with the standards of care, skill and diligence applicable to other contractors performing this type of work. 5 ARTICLE 12 - CHANGES IN THE WORK 12.1 AMENDMENTS AND CHANGE ORDERS 12.1.1 The Owner, without invalidating this Agreement and without notice to any surety, may order extra Work or make changes by altering, adding to, or deducting from the Work (changes), the GMP and Contract Time being adjusted accordingly. All such Work shall be executed under the conditions of this Contract except that any claim for extension of the Contract Time caused thereby shall be adjusted by Change Order at the time of ordering such change. The parties further recognize that in making changes, the Owner may wish to make substantial increases to the Work to be performed and expressly agrees that in making any such changes, the same shall be permissible under the terms of this Agreement and all adjustments to the Contract Sum, Guaranteed Maximum Price and Contract Time shall be made in accordance with this Agreement. 12.1.2 A Change Order is a written order to the Contractor signed by the Board of County Commissioners, issued after the execution of this Agreement, authorizing a change in the Work, the method or manner of performance, and adjustment in the GMP or the Contract Time. The GMP and the Contract Time may be changed only by Change Order. A Change Order signed by the Contractor conclusively establishes the Contractor's agreement therewith, including the adjustment in the GMP and the Contract Time. 12.1.3 No extra work or change in the Contract Documents shall be made unless by a written Change Order approved by the Owner. No claim for any change to the Guaranteed Maximum Price or Contract Time shall be valid unless so ordered. No one other than the Board of County Commissioners, in writing, has authority to require an increase to the Guaranteed Maximum Price. 12.1.4 The CM/GC shall promptly proceed with the Work involved provided a written Change Order signed by the Owner is received. 12.2 DIFFERING SITE CONDITIONS 12.2.1 The CM/GC shall promptly, and before the conditions are disturbed, give notice to the Owner of (1) subsurface or latent physical conditions at the site which differ materially from those indicated in the Contract Documents, or (2) unknown physical conditions at the site of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work ofthe character provided for in the Contract Documents. Failure to so notify the Owner shall be considered acceptance ofthe site conditions and no future claims based on said conditions shall be entertained. ARTICLE 13 - MISCELLANEOUS 13.1 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 6 moneys that are due may not be assigned without such consent (except to the extent that the effect ofthis 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. 13.2 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. 13.3 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. 13.4 APPLICABLE LAW: This Agreement shall be governed by the laws ofthe 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. 13.5 INTEGRA nON: This Agreement, including those documents set forth in Article 8, supersedes all previous communications, negotiations and/or contracts between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any ofthe subject matter hereof except as expressly set forth in the Contract Documents. 13.6 NOTICE: Notice shall be provided to the respective parties by being given to the persons at the addresses as follows, until changed by notice in writing: To OWNER: To CONTRACTOR: Director: Facilities Management Dept. Attn: Michael V. Rippy Eagle County Government Rippy Contractors P.O. Box 850 P.O. Box 3610 500 Broadway Eagle, CO 81631 Eagle, Colorado 81631 Phone: 970-328-8882 Phone: 970-328-3655 Fax: 970-328-8899 Fax: 970-328-3654 Written notices shall be delivered personally, by commercial messenger service or by prepaid U.S. mail. Notices also may be given by facsimile transmission provided an original is also promptly delivered. 13.7 The Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance ofthe Work on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, or age. The contractor shall require all consultants to agree to the provisions of this paragraph. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the date first above written. "Owner": COIJNTY OF EAGLE, STATE OF , By and Through Its UNTY COMMISSIONERS County Commissioners "Contractor" : RIPPy CONTRACTORS By: STATE OF COLORADO ) ) ss: County ) 20 came before me, a notary public, me to be the ,t!/cJ> - . <<t'5/ t) />-/,/ i , acknowledged to me that he executed it in that capacity, and that the same was the act of that My Commission Expires t/ G:\bryan\misc\Rippy Contract.doc 8 GENERAL CONDITIONS 1. Contractor shall provide and pay for labor, materials, equipment, tools, licenses, transportation, and other facilities and services necessary for proper execution and completion of the Work. 2. If Contractor fails to obtain the tax exemption(s) applicable to public works projects from sales, consumer, use and similar taxes, Contractor shall pay the same. Owner (County) will cooperate with Contractor to obtain tax exemption for this project. 3. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions which can affect the Work or the cost thereof. Any failure by Contractor to do so will not relieve him from responsibility for successfully performing the Work without additional expense to the Owner. Owner assumes no responsibility for any understanding or representations concerning conditions made by any of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 4. Before commencing activities, Contractor shall: (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to Contractor with the Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to Owner. 5. Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work. 6. Contractor, as soon as practicable, shall furnish in writing to the Owner the names of subcontractors and suppliers for each portion of the Work. 7. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the progress of any portion of the Work, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of Owner. In any event, Owner may grant an extension oftime for the completion ofthe Work, provided it is satisfied that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts of omission or commission by the Owner, provided that such extensions of time shall in no instance exceed the time actually lost to Contractor by reason of such causes, and provided further that Contractor shall have given Owner immediate (as determined by the circumstances, but not exceeding 72 hours) notice in writing of the cause ofthe detention or delay. 8. Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 9. Contractor warrants to Owner that: (1) materials and equipment furnished under the Agreement will be new and of good quality; (2) the Work will be free from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements of the Agreement. 9 10. Contractor shall comply with and give notices required by all federal, state and local laws, statutes, ordinances, building codes, rules and regulations applicable to the Work. If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to Owner, Contractor shall assume full responsibility for such Work and shall bear the attributable costs. Contractor shall promptly notify Owner in writing of any conflicts between the specifications for the Work and such governmental laws, rules and regulations. 11. Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. 12. Contractor shall furnish performance and payment bonds at Owner's expense, 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 effect at least until one year after the date of final payment, except as otherwise provided by law. All bonds shall be in forms satisfactory to Owner, and be executed by such sureties as (a) are licensed to conduct business in the state where the project is located, and (b) are named in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. If the surety on any bond furnished by Contractor is declared bankrupt, or becomes insolvent, or its right to do business is terminated in any state where any part of the project is located, or it ceases to meet the requirements of clauses (a) and (b) ofthe preceding paragraph, Contractor shall within five days thereafter substitute another bond and surety, both of which shall be acceptable to Owner. 13. Contractor shall be solely responsible for the protection of the Work and material. Contractor shall have no claim against Owner because of any damage or loss to the Work (except that caused by negligence of Owner or those for whom Owner is responsible), and shall be responsible for the complete restoration of damaged Work to its original condition. In the event Contractor's Work is damaged by another party, not under his supervision or control, Contractor shall make his claim directly with the party involved. If a conflict or disagreement develops between Contractor and another party concerning the responsibility for damage or loss to Contractor's Work, such conflict shall not be cause for delay in Contractor's restoration of the damaged Work. 14. Contractor's Insurance: The Contractor shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the Contractor's operations under the contract, whether such operations be by himself, or by any subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. All such insurance shall remain in effect until final payment, and at all times thereafter when Contractor may be correcting, removing, or replacing defective Work. In addition, Contractor shall maintain such completed operations insurance for at least one year after final payment. Insurance coverages shall be as follows: 10 Claims under Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado; Claims for damage because of bodily injury, occupational sickness or disease, or death of his employees, and claims insured by usual personal injury liability coverage; Claims for damage because of bodily injury, sickness or disease, or death of any person other than his employees, and claims insured by usual personal injury liability coverage; and Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom. 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). 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. 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. Comprehensive Automobile Insurance shall be carried III 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. 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 herein set forth, subject to the approval of the Owner, will be permissible. Insurance covering claims for damages to persons or property required by the preceding paragraph shall be in the following minimum amounts: Bodily Injury Liability: Each Person: $ 500,000 Each Accident or Occurrence: $1,000,000 Property Damage Liability: Each Accident or Occurrence: $ 500,000 Aggregate: $1,000,000 Insurance shall be placed jointly in the names of the Owner, Contractor, and any and all subcontractors, and any and all others obliged by contract with the Owner to do Work on this 11 project, and, at the Owner's option, any other person or persons whom the Owner deems to have an insurable interest in said property, or any part thereof, payable as their several interests may appear. Any proceeds obtained from insurance provided for by this paragraph shall be paid to and held by the Owner as trustee. The Owner shall have the right to withhold payment of such proceeds until such time as the Work destroyed or damaged and covered by such insurance shall be reconstructed and shall pay such proceeds on an installment basis similar to that provided for by progress payments covering the original Work. Certificates of Insurance: Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. These Certificates shall contain provisions naming the Owner as an additional insured under Contractor's insurance, as more fully required by the General Conditions herein, and that coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given the Owner. Contractor and his subcontractors shall not permit any of his subcontractors to start Work until all required insurance have been obtained and certificates with the proper endorsements have been filed with the Owner. Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive the Owner's rights hereunder. 15. 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. 16. Before permitting any of his subcontractors to perform any Work under this contract, Contractor shall either (a) require each of his subcontractors to procure and maintain during the life of his subcontracts, Subcontractor's Public Liability and Property Damage Insurance of the types and in the amounts as may be applicable to his Work, which type and amounts shall be subject to the approval ofthe Owner, or (b) insure the activities of his subcontractors in his own policy. 17. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Owner, its board, commissioners, employees and the agents of any of them, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable. 18. After execution of the Agreement, changes in the Work may be accomplished by Change Order or by order for a minor change in the Work. Owner, without invalidating the Agreement, may order changes in the Work within the general scope of the Agreement consisting of additions, deletions or other revisions. a. No Change Orders or other form of order or directive which requires additional compensable work to be performed may be issued or be effective unless accompanied by a written assurance to the Contractor that lawful appropriations to cover the costs of the additional work have been made. 12 b. A Change Order shall be a written order to the Contractor signed by Owner to change the Work. c. Owner will have authority to order minor changes in the Work not involving changes in the Contract Price or the Contract Time. Such changes shall be written orders and shall be binding on the Contractor and Owner. Contractor shall carry out such written orders promptly. 19. Progress Payments: Not more often than once a month, Contractor shall submit to Owner an application for payment filled out and signed by Contractor covering the work completed as of the date of the application, and accompanied by such supporting documentation as Owner may reasonably require. If payment is requested on the basis of materials and equipment not incorporated in the work, but delivered and suitably stored at the site or at another location agreed to in writing, the application for payment shall also be accompanied by such data, satisfactory to Owner, as will establish Owner's title to the material and equipment, and protect Owner's interest therein, including applicable insurance. Each subsequent application for payment shall include an affidavit of Contractor stating that all previous progress payments received on account of the work have been applied to discharge in full all of Contractor's obligations reflected in prior applications for payment. The amount of retention with respect to progress payments will be as stipulated in the Agreement. Owner will, within ten days after receipt of each application for payment, either indicate in writing a recommendation of payment, or return the application to Contractor indicating in writing its reasons for refusing to recommend payment. In the latter case, Contractor may make the necessary corrections and resubmit the application. Owner shall, within twenty days of recommendation of payment, pay Contractor the amount recommended. 20. Final Payment: Upon written notice from Contractor that the work is complete, Owner will make a final inspection with 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. After Contractor has completed all such corrections to the satisfaction of Owner, and delivered all maintenance and operating instructions, guarantees, bonds, certificates of inspection, Contractor may make application for final payment following the procedure for progress payments. The final application for payment shall be accompanied by all documentation called for in the contract documents, and such other data and schedules as Owner may reasonably require, together with complete and legally effective releases or waivers (satisfactory to Owner) of all liens arising out of, or filed in connection with the work. In lieu thereof, and as approved by Owner, Contractor may furnish receipts or releases in full; an affidavit of Contractor that the releases and receipts include all labor, services, material, and equipment for which lien could be filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with the work, for which Owner or his property might in any way be responsible, have been paid or otherwise 13 satisfied; and consent of the surety, if any, to final payment. If any subcontractor, manufacturer, fabricator, supplier, or distributor fails to furnish a release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to indemnify Owner against any lien. 21. Contractor warrants and guarantees that title to all work, materials, and equipment covered by any application for payment, whether incorporated in the project or not, will pass to Owner at the time of payment free and clear of all liens, claims, security interests, and encumbrances (in these General Conditions referred to as "Liens"). 22. Final payment shall not become due until Contractor submits to Owner releases and waivers of liens, and data establishing payment or satisfaction of obligations, such as receipts, claims, security interests or encumbrances arising out of the Work. Final payment is subject to the Final Settlement requirements and time periods set forth in C.RS. g38-26-107. 23. Contractor's obligation to perform and complete the Work in accordance with the contract documents shall be absolute. Neither the recommendation of any progress or final payment nor the payment by Owner to Contractor under the contract documents, nor any use or occupancy of the Work or any part thereof by Owner, nor any act of acceptance by Owner, nor any failure to do so, 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. 24. Any work in accordance with the Contract Documents that the Owner finds improper, Contractor will correct work in a timely manner so as not to delay completion of the project. 25. If Contractor defaults or neglects to carry out the Work in accordance with the Agreement and fails within a seven day period after receipt of written notice from the Owner to correct such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies, correct such deficiencies and Contractor shall be responsible for the cost of such correction. 26. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required by law in connection with performance of the Agreement. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, or by anyone for whose acts the Contractor may be liable. 27. Contractor shall promptly correct Work rejected by Owner as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. 28. Contractor warrants and guarantees to Owner 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. If, within one year after the date of completion, or such longer period of time as may be prescribed by law, prescribed by the terms of any applicable warranty given by a materials supplier or required by or a part of the Agreement, 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 non-defective work. If Contractor does not promptly comply with the terms of 14 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. 29. The performance of the Work may be terminated at any time in whole, or from time to time in part, by Owner for its convenience. Any such termination shall be effected by delivery to Contractor of a written notice ("Notice of Termination") specifying the extent to which performance of the Work is terminated and the date upon which termination becomes effective. After receipt of a Notice of Termination, and except as otherwise directed by Owner, Contractor shall, in good faith, and to the best of its ability, do all things necessary, in the light of such notice and of such requests in implementation thereof as Owner may make, to assure the efficient, proper closeout of the terminated Work (including the protection of Owner's property). Among other things, Contractor shall, except as otherwise directed or approved by Owner: a. stop the Work on the date and to the extent specified in the Notice of Termination; b. place no further orders or subcontracts for services, equipment or materials except as may be necessary for completion of such portion of the Work as is not terminated; c. terminate all orders and subcontracts to the extent that they relate to the performance of Work terminated by the Notice of Termination; d. assign to Owner, in the manner and to the extent directed by it, all of the right, title and interest of Contractor under the orders or subcontracts so terminated, in which case Owner shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; e. with the approval of Owner, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts; and f. deliver to Owner, when and as directed by Owner, all documents and all property which, if the Work had been completed, Contractor would be required to account for or deliver to Owner, and transfer title to such property to Owner to the extent not already transferred. In the event of such termination, the Contractor shall be entitled to payment for the work performed prior to the termination date. 15 Requirements and Procedures for Contractors and Vendors Performing Work at County Facilities 1. Customer Service: It is our job to maintain a customer service ethic. This means communicating efficiently and treating people with respect and courtesy. This requires communicating with Facilities Management to get permission prior to work, informing building users what is planned, how it will affect each of them, what the interruptions will be and how long the work will take. This applies to all contractors and vendors working in county facilities and sites. 2. Coordinating with Building Users/Employees: Before entering a county facility, arrangements must be made for work during regular business hours or for work after-hours. Any work which will create noise, dust or odors must be arranged and approved in advance by the Director of Facilities. Permission must also be granted by the department director of the effected area prior to commencing work during business hours. There is to be no work of any kind, other than routine maintenauce fuuctions, in the Ea!!le County Administration Campus Offices durin!! business hours of 7:00am to 5:30pm, Mondav throu2h Fridav. This includes euteriu!! to inspect or coordinate the work, movin!! furniture, deliverin!! or removin!! materials or makin!! post-completion punch-list inspections. Any exceptions to this must be approved bv the county mana!!er. During the course of work, if the contractor or his workers are requested by a county employee to stop work for any reason, please do so. Immediately call the contact person or the emergency contact, as indicated below to report this stoppage and to get further directions. 3. Coordination and use of facilities Arrangements must be made with Facilities Management by calling 328-8880 during regular business hours or at the office located on 590 Broadway in Eagle, next to the main county building. Contractors and vendors must make sure they have a specific plan for building access and a contact person and direct phone number for that person prior to commencing any after-hours work. After hours emergency contact can be made by calling the on-call pager at 748-2223 or the cell phone at 471-6228. A. After hours work: Contractors and vendors must arrange, in advance, for any work to be performed outside of the regular building operating hours of 7:00am to 5:30pm, Monday through Friday. It is imperative that access be arranged in advance. Each time a contractor or vendor is working after hours, contact must be made with the Facilities Management project personnel, ahead of time, to coordinate issues which may arise as a result of the planned work. Certain facilities have security systems with restricted access and hours of access. Instructions for specific building entries will be given for after-hours. One key and one access card may be checked out. The contractor or vendor must sign for the key and/or card. There is a $500 charge for lost keys or cards. Final payment will not be made until keys and/or cards are returned. 1. Eagle County Building Site- The main east entrance of the Eagle County building is the only access point for the building after-hours. Enter and exit only through the east doors of the main building, all other doors are alarmed. 16 2. Do not prop open any doors. Contractors and vendors may not prop doors open to allow extension cords to be run through doors. Extension cords must be connected to exterior outlets to power any equipment used outdoors. 3. Contractors and vendors must arrange to meet their workers at building entrances to accompany them to work sites. 4. Contractor and vendor personnel must remain only in designated work areas and must not go into other areas of the building. C. Work which creates noise, vibration, dust, or any physical disturbance of staff (such as furniture moving) or requires the use of volatile organic compounds (VOCs) or other hazardous substances must be coordinated with the Facilities Management Department prior to commencing work. Approval must obtained prior to be~!innin2 any paint work in any County Buildin2. The use of oil-based paints, lacquer finishes or thinners is prohibited inside or adjacent to County buildings. Contractors and vendors must have applicable MSDS documentation on site and be in compliance with the labeled requirements. D. Smoking is not allowed in county facilities. Smoking is allowed outside buildings a minimum of fifteen feet from the building. Certain county buildings have specific smoking areas assigned. E. Vehicles may not be parked on grass areas. Contractors and vendors must use the paved county parking areas. Contractors and vendors requiring special access must make specific arrangements through the Facilities Management Department prior to commencing work. F. Areas for storage of materials, tools or for work fabrication assembly must be arranged in advance. The County and their employees are not responsible for theft or damages of such materials or tools. G. Contractors and vendors must provide their own equipment and tools for use at County facilities and ensure that such equipment is appropriate for the job, that it is properly maintained and used in accordance with safety practices common in the industry. The County will not allow any County-owned equipment or tools to be used by contractors or vendors. In the event that the County has leased equipment or tools on site, a contractor or vendor will only be allowed to use such equipment upon executing a waiver. This waiver will hold the County harmless and release all liability of the County for the contractor's use of such equipment or tools. 3. Insurance and Bonds: A. All contractors and vendors must meet the minimum statutory insurance requirements before entering to work on any county site. A valid commercial general liability insurance certificate must be received in the Facilities Management office, and approved, before any mobilization or work commences on a county site. Contractors and vendors under contract with the county should refer to the Agreement for applicable insurance and bonding requirements. Contract insurance and bonding requirements may differ from those indicated in this document. B. The minimum statutory insurance requirements are as follows: commercial general liability coverage shall be carried in the minimum amount of $500,000 per injury and $1,000,000 per occurrence for claims or damages arising from activities conducted, including but not limited to personal injury, death, property damage and other damages imposed by law. Contractors must carry worker's compensation insurance as required by law. \ 17 4. Compliance with Federal, State and Local Laws: A. It is the responsibility of all contractors and vendors to be in compliance with all applicable Federal, State and local laws while performing work on behalf of the county on all county sites. B. Contractors and vendors must be aware of and be in compliance with the Occupation and Safety Act (OSHA). All work procedures and any use of equipment on county sites must meet and be handled and operated in compliance with OSHA. C. Contractors and vendors must be aware of Federal, State and local laws applicable to the procurement, use and handling of hazardous substances. Contractors and vendors must receive written approval from the Director of Facilities Management to bring a substance with a hazardous materials classification greater than one (l) for health, fire or reactivity hazard and/or any specific hazard designation onto a county site. 5. Personnel: A. Contractors and vendors are required to ensure that all personnel are qualified employees meeting all Federal, State and local laws related to employment, and may be required to show verification upon request. B. Contractors and vendors act as an independent contractor on all projects, unless the contract specifies otherwise, and are obligated to pay federal and state income tax on moneys earned. The personnel employed by contractors and vendors are not and shall not become employees, agents or servants of the County because of the performance of any contracted work. e. Eagle County is a drug-free workplace. The possession or use of alcohol and drugs is prohibited while on county sites. All personnel must arrive for work at Eagle County sites sober and drug-free. Any person violating this provision must be immediately removed from the site. 7. Clean Up: A. Contractors and vendors are responsible for clean up of immediate work areas. Disturbed areas must be returned to their original condition at the completion of the work. Contractors and vendors must either designate an area to be separated, and remain as work area for the duration of the project, or provide for immediate work areas open to employees and the public to be cleaned every 24 hours prior to the commencement of the next day's business hours and on weekends no later than Sunday night prior to the commencement of business on Monday morning. Areas to be designated as work areas must be separated from occupied business areas with partitions or plastic sheeting which will stop the transmission of sound, dust and other disturbances. B. Trash: Contractors and vendors are responsible for trash generated by work at county facilities. Minor disposal in county trash receptacles is permitted. Contractors and vendors engaging in work requiring seven days or longer or disturbing greater than 100 square feet of existing space must provide for their own trash collection and disposal. 8. Sales Tax: County will cooperate with Contractor to obtain tax exemption. If Contractor fails to obtain the tax exemption(s) applicable to public works projects from sales, consumer, use and similar taxes, Contractor shall pay the same. 10. Indemnification: Within the limits allowed by law, Contractor shall indemnity the County for, and hold and defend the other party and its officials, boards, officers, principals and employees, harmless from all costs, 18 claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the acts or omissions, or representations by, the Contractor. 19 / , FAX 970-328-3654 PROPOSAL rippyinc@centurytel.com TO: PHONE 328-8880 Eagle County Community Development fax 328-8899 Eagle, Colorado JOB NAME/LOCATION Golden Eagle Senior Center Expansion 715 Broadway JOB PHONE WE HEREBY SUBMIT SPECIFICATIONS AND ESTIMATES FOR: Golden Eagle Senior Center Expansion as per Plans Dated 6/24/05 by Jeff Johnson Architectural and Specifications Dated June 20th, 2005 by Carol N Vaughan Designs. Price reductions listed below 1 Delete Replace existing roof $15,000 2 Delete Replace existing furnaces $12,000 3 Delete brick, Replace with alternate veneer $20,000 4 Delete Fireplace $11,000 5 Delete kitchen expansion $56,000 Addtlonal Allowances LIsted below Date 08-18~5 (Not included in GMP) Allowance for landscape and irrigation $5,000 Allowance for two new parking places $7,000 EXCLUSIONS: work for Addendum No.1 Drawings: 1. a. & Lb. (Carol N Vaughan Designs) kitchen hood,cabinets, work tables ansel fire suppression system surveys site pinning ,lie, etc utility relocation (phone in park) Performance bond costs Kitchen expansion Permits, Utilities. Surveys, Engineering, As-Built Plans CHANGE ORDER FEES: Hourly Fee - Supervisior $50.00 Hourly Fee - Carpenter $40.00 Hourly Fee - Laborer $25.00 Hourly Fee - Administrator $30.00 Subcontractors Cost Plus 20% Material Cost Plus 20% Rippy Contractor Equipment - Hourly Fee $40.00 Rippy Contractor Equipment Operator - Hourly Fee $40.00 Rental Equipment Cost Plus 10% Dum n Tri 00.00 WE PROPOSE HEREBY TO FURNISH LABOR AND OR MATERIALS TO COMPLETE IN ACCORDANCE WITH ABOVE SPECIFICATIONS FOR THE SUM ( Origional $457,000.00 Revised $355,000.00 DEPOSIT WITH PROPOSAL I PROGRESS BILLING TO COMPLETION IF FULL PAYMENT IS NOT MADE WITHIN 30 DAYS OF INVOICING CUSTOMER AGREES TO PAY ONE AND ONE HALF PERCENT PER MONTH (18% PER ANNUM) ON ANY UNPAID BALANCE . ANY ATTORNEYS FEES NEEDED FOR COLLECTION WILL BE PAID FOR BY CLIENT PROPOSAL MAY BE WITHDRAWN IF NOT ACCEPTED WITHIN 30 DAYS ALL MATERIAL IS GUARANTEED TO BE AS SPECIFIED. ALL WORK TO BE COMPLETED IN A PROFESSIONAL MANNER ACCORDING TO STANDARD PRACTICES. ANY ALTERATION OR DEVIATION FROM ABOVE SPECIFICATIONS INVOLVING EXTRA COSTS WILL BECOME AN EXTRA CHARGE OVER AND ABOVE THIS PROPOSAL RESPECTFULLY SUBMITTED ACCEPTANCE OF PROPOSAL - SIGNATURE ~RffJ-. THE ABOVE PRICES AND SPECIFICATIONS AND CONDITIONS ARE SATISFACTORY AND HEREBY ACCEPTED. YOU ARE AUTHORIZED TO DO THE WORK AS SPECIFIED. PAYMENTS WILL BE MADE AS OUTLINED ABOVE. DATE OF ACCEPTANCE SIGNATURE