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HomeMy WebLinkAboutC08-276PRECONSTRUCTION AND CONSTRUCTION AGREEMENT FOR THE EAGLE COUNTY RECYCLING TRANSFER FACILITY THIS AGREEMENT is made this day of September, 2008, by and between Eagle County, Colorado, acting by and through its Board of County Commissioners ("County") and Shaw Construction, LLC, a company organized and existing by virtue of the laws of the State of Colorado (hereinafter referred to as "Shaw Construction" or "Contractor"). WHEREAS, the County intends to design and construct a 100 foot x 140 foot Recycling Transfer Facility and associated site improvements in order to accommodate the Eagle County Landfill Department needs in Eagle County ("the Project") WHEREAS, the Architect for the Project is Menendez Architects, P.C., 715 W. Main Street, Suite 104, Aspen, Colorado 81611 (phone (970) 544-4851)("Architect"); and WHEREAS, the County seeks professional preconstruction services to facilitate and assist with the design of the Project and final construction services to complete the facility as designed; and WHEREAS, Contractor represents to the County that it is authorized to do business in the state of Colorado, and that it has, by virtue of its capabilities of budgeting, cost estimating, management, and personnel: the required technical and professional expertise to perform the scope of Work set forth in Section 2 hereunder. NOW THEREFORE, the County and Contractor, for the consideration hereinafter set forth, agree as follows: 1. Definitions 1.1. "Agreement" or "Contract" means this written agreement. 1.2. "Architect" means Menendez Architects, P.C., or such other professional architect, or group or association or professional corporation of such approved professional architects, engineers and consultants, who have contracted with the County to accomplish the architectural and engineering services necessary to the Work. 1.3. "Change Order" means a written order to the CM/GC signed by the Board of County Commissioners or the Project Manager and the CM/GC, issued after the execution of this Agreement, authorizing a change in the Work, the method or manner of performance, or an adjustment in the Guaranteed Maximum Price, Design Phase Services, Construction Phase Services, or the Contract Time. 1.4. "CM/GC" means Construction Manager/General Contractor 1.5. "Colorado Labor" means as provided in C.R.S. §8-17-101 et seq. as amended. 1.6. "Completion Date" means the first date when all of the following have occurred: the da that the Architect and Project Manager have certified that construction is completed in accord ce r' ~_~„ = ~ ~. with the Contract Documents, the local jurisdiction has issued a Certificate of Occupancy, and the date the County can fully occupy or utilize the Work for the purpose for which it is intended. 1.7. "Construction Documents" means the drawings and specifications that set forth in detail requirements for the construction of the Project. 1.8. "Contingency" means the set percentage of the construction contract amount budgeted for unforeseen emergencies or design shortfalls identified after the construction project commences. 1.9. "Contract Documents" means this Agreement, Amendments to this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Notices to Proceed, Change Orders, Addenda to the RFP issued prior to execution of this Agreement, if any, and other documents 1.10. "Cost" means the total cost of labor, materials, provisions, supplies, fees, tests, expenses, bonds, equipment rentals, equipment purchases, insurance, supervision, engineering, clerical, and accounting services, the value of the use of equipment, and reasonable estimates of other administrative costs which may be reasonably apportioned to this Project to complete it in accordance with this Contract. l.ll. "Day" means calendar day unless specifically designated otherwise. 1.12. "Design Development" means the phase in which the Architect and other consultants prepare the design development documents, from the approved schematic design, for submission to the County for its approval. 1.13. "Design Documents" means the drawings and other documents that fix and describe the size and character of the entire project as to architectural, structural, mechanical, and electrical systems, materials and such other elements of the Project as maybe appropriate. 1.14. "Drawings" means all drawings and specifications reviewed and accepted by the County which have been prepared by the Architect showing the Work to be done. 1.15. "Guaranteed Maximum Price" and "GMP" mean that maximum amount for which the Work shall be accomplished. 1.16. "Notice to Proceed with Construction Services" means written notice from the Project Manager to the CM/GC with direction to commence the Construction Services, subject to the conditions of this Agreement. 1.17. The "Project" means the total design and construction of which the Work performed under the Contract Documents is a part, and may include construction by the County or by separate Contractors. 1.18. "Project Manager" means the individual appointed by the County to act as the County's representative. 2 1.19. "Subcontractor" means a person, firm, corporation, or other entity supplying labor and materials, or only labor, for the Work, under separate contact or agreement with the CM/GC or any other subcontractor. 1.20. "Supplier" means any manufacturer, fabricator, distributor, material-man or vendor. 1.21. "Value Engineering" means the technical review and analysis of systems and materials being considered in the design to produce the greatest value for the least cost, the object of which is to achieve the optimum value for each construction dollar spent and keep the fiscal constraints set forth throughout the Contract Documents. 1.22. "Work" means the preconstruction services and, if Shaw Construction is selected as the CM/CG, the construction services and all other services required by the Contract Documents, including all other labor, materials, equipment and services provided or to be provided by the CM/GC to fulfill Shaw Construction's obligations. The Work may constitute the whole or a part of the Project. 2. Work: 2.1. Preconstruction Services: Shaw Construction shall perform those preconstruction services that are normally and customarily provided during the planning and design phases of projects of this nature, as more fully described in Eagle County's Request for Proposal and Qualifications, Preconstruction Services for Eagle County's Recycling Transfer Facility, attached hereto as Exhibit "A," and incorporated herein by this reference (the "Preconstruction Services"). The Preconstruction Services are more particularly set forth and further described as follows: A. Contractor will consult with, advise, assist and make recommendations to the County and Architect on all aspects of planning for the Project, including review and validation of plans, cost estimates and schedules. B. Contractor will designate a competent representative ("Preconstruction Representative"), and any necessary assistance, all satisfactory to the Eagle County Project Manager, to attend at least bi-weekly meetings, commencing immediately and continuing throughout the design phase of the project, as requested with the Architect and/or County to advise and discuss the preconstruction progress and respond to questions regarding the Project. As of the date of execution of this Agreement, Contractor has designated Jeff Paton as its Preconstruction Representative. The Preconstruction Representative shall not be changed except with the consent of the Eagle County Project Manager, which consent shall not be unreasonably withheld. C. Contractor will assist the Architect and County at any point in the pre- construction process to provide cost analysis comparisons of various materials, products, or design options. 3 ~y D. Contractor will provide Value Engineering services through technical review and analysis of alternative designs, systems, and materials being considered in the design to produce the greatest value for the least cost. Contractor will provide cost estimates of the alternatives and evaluate the alternatives . on the basis of costs, time schedules, availability of labor and materials, construction feasibility, warranties and projected life expectancy. E. Contractor will make budget estimates based on the 50% Design Documents and other available information. Contractor will review and refine subsequent estimates with quantity take-off cost estimates in increasing detail as the development of the plans and specifications proceeds, and will advise the County and the Architect if it appears that the targets for the Project budget and/or completion will not be met. F. Contractor will provide subcontractor prequalification and solicit subcontractor pricing with the 100% Design Documents. Contractor will then compile Final Pricing, to include hard bid subcontractor pricing, plus any other estimates and projections, for a comprehensive final cost estimate which shall be presented to County as a Guaranteed Maximum Price ("GMP"). Contractor will present the GMP, a detailed budget and construction schedule within 20 working days of the issue of the 100% Construction Documents. The GMP, budget and construction schedule must be approved by the Eagle County Project Manager and the County before the Design and Construction Documents are implemented and the construction services may commence upon the Eagle County Project Manager's issuance of a Notice to Proceed with Construction Services. G. Contractor will review plans and specifications with the Architect for accuracy and completeness and endeavor to eliminate areas of conflict and overlap in the work to be performed by the various subcontractors. H. Contractor will assist the design team in making recommendations of sequencing based on the project parameters for determining the most cost effective construction sequence. Contractor will provide a preliminary critical path schedule for the completion of the design phase, procurement of long lead items and construction phase to acquire a Certificate of Occupancy by July 15, 2009, and provide comment and insight for further schedule refinement. I. Contractor will maintain an "Open Book" with the County and agrees to provide copies of all data, bids, estimates, takeoffs, and any other supporting documentation generated for pricing, products, materials, and schedule analysis. Some forms, formats and procedures may be construed as proprietary and copyrighted material. Although available for review by County, said materials such as estimating and project management information written, developed and implemented by Contractor shall not become public information. J. Contractor will assist County in obtaining Building Permits if requested. 4 ~+.~,~ 2.2. Issuance of Notice to Proceed with Construction Services: A. If after completing Preconstruction Services, Shaw Construction's proposed GMP, detailed budget and construction schedule are accepted by County, then County shall provide Contractor with a Notice to Proceed with Construction Services as the Construction Manager/General Contractor ("CM/GC"). Any modifications to this Agreement shall be recorded in writing as an addendum. B. County, in its sole discretion, may decide not to proceed with the Project or with Contractor as the CM/GC, or County may decide not to issue a Notice to Proceed with Construction Services to Contractor for any reason or no reason at all. In the event County does not proceed with the Project or does not select Contractor as the CM/GC prior to commencement of Construction Services, Contractor will be paid for preconstruction services performed to that point, time and materials inclusive, in an amount not to exceed Five Thousand Dollars ($5,000). C. Upon receipt of a Notice to Proceed with Construction Services, Contractor shall carry out and develop the overall plans produced by the Architect that have been pre- approved by the Eagle County Project Manager; establish procedures for coordination between the Architect and Contractor's subcontractors with respect to all aspects of the Construction Services and implement such procedures; and supervise and direct the work of its subcontractors and coordinate the Work with the County's objectives of cost, time and quality, all in accordance with Section 2.3 herein. 2.3. Construction Services In the event County issues to Shaw Construction a Notice to Proceed with Construction Services, the work and services to be provided shall include, but will not be limited to, the following (hereinafter, the "Construction Services"): A. Contractor shall furnish labor and Construction Services (1) which expeditiously, economically and properly complete the Project in the manner most consistent with the County's interests and objectives; and (2) in accordance with the highest standards currently practiced by persons and entities performing comparable labor and services on projects similar in size, complexity and cost in the State of Colorado. B. Supervision: Contractor shall supervise and direct the Construction Services, and shall be solely responsible for all construction means, methods, techniques, sequences, and procedures and shall coordinate all portions of the Work under this Agreement. Contractor shall be responsible to County for the acts and omissions of Contractor's subcontractors, agents, employees and any other persons performing any of the Work or furnishing materials under a contract with Contractor. C. Meeting Attendance: Meet regularly with the Architect and Eagle County Project Manager to discuss progress, present material and information and respond to questions regarding the Project. Contractor will be responsible for submitting to the Eagle County Project Manager, within five working days, the minutes of all meetings during the 5 C~ preconstruction and construction phases. Schedule and conduct weekly progress meetings at which subcontractors, Architect, the Eagle County Project Manager, and Contractor can discuss jointly such matters as progress, problems and scheduling. Provide a detailed schedule for the operation of Contractor and subcontractors on the project, including realistic activity sequences and durations, allocation of labor and materials, processing of shop drawings and samples and delivery of products requiring long lead-time procurement. D. Schedule: Within twenty (20) working days of issuance of the 100% Design Documents, Contractor shall prepare and submit a construction schedule for the Construction Services which shall provide for the expeditious practicable execution of the Construction Services. The schedule shall be consistent with the previously issued schedules, not exceed time limits current under this Agreement and shall be related to the entire project to the extent required by this Agreement. The schedule for the performance of the work shall be a Critical Path Method system. E. Project Construction Budget: Review the project budget and advise the Eagle County Project Manager if it appears that the Project Construction Budget will not be met and make recommendations for corrective action. Contractor shall develop and monitor an effective system of Project cost control; incorporate 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 Architect and Eagle 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. F. Coordination of Contract Documents: Review the drawings and specifications and recommend alternative solutions whenever design details affect construction feasibility of schedules. G. Plan Review: Review plans and specifications with the Architect and the Eagle County Project Manager so as to reduce areas of conflict and for coordination, accuracy and completeness of the plans and specifications at the issue of the construction documents. H. Labor: Arrange and provide all labor necessary to accomplish and complete the Construction Services and analyze the types, quantity and availability of appropriate categories of labor required for various phases of the Project. I. Project Control: Monitor the work of the subcontractors and coordinate the work with the activities and responsibilities of the Eagle County Project Manager and the Architect to complete the Project in accordance with the construction documents and Eagle County's objectives of cost, time and quality. J. Organization: Establish on-site organization and lines of authority in order to carry out the overall plans of the Construction Documents. 6 C~ K. Communication: Establish procedures for coordination among the Eagle County Project Manager, the Architect, subcontractors and Contractor with respect to all aspects of the Project and implement such procedures. L. Monitoring: Provide regular monitoring of the schedule as construction progresses. Identify potential variances with the scheduled completion dates. Review schedule for Work not started or incomplete and recommend to the Eagle County Project Manager and the Architect adjustments in the schedule to meet the Completion Date. Provide summary reports of each monitoring and document all changes in schedule. Determine the adequacy of the subcontractors' personnel and equipment and the availability of materials and supplies to meet the schedule. M. Cost Control: Develop and monitor an effective system of project cost control, showing actual costs for activities in progress and estimates for uncompleted tasks. Incorporate approved changes as they occur. N. Permits and Fees: Contractor shall apply for a building permit for the Facility. County will pay the direct cost for the building permit. Contractor shall secure all other permits, including grading, mechanical and electrical permits applicable to subcontractor work and any other special permits for permanent improvements not previously obtained by Eagle County. O. Staffing: Contractor shall keep on the Project at all times, during its progress, Joe DeTrolio, as project superintendent ("Superintendent"), and any necessary assistants, including Project Manager, Pat Higgins, all satisfactory to the Eagle County Project Manager, to coordinate and provide general direction of the work and progress of the subcontractors on the Project. Contractor's Superintendent or Project Manager shall not be changed except with the consent of Eagle County's Project Manager, such consent to not be unreasonably withheld. Contractor's Superintendent and Project Manager shall represent Contractor and all direction given to it shall be as binding as if given to Contractor. P. Contractor shall provide full-time, qualified and efficient supervision of the Work, using their best skill and attention. Contractor shall carefully study and compare all drawings, specifications and other instructions and shall report to the Eagle County Project Manager, and promptlyreport to the Architect and County any error, inconsistency or omission which it may discover. Contractor shall inspect the work of the subcontractors at all stages and at final completion and shall guard Eagle County against defects and deficiencies in such work. Contractor shall be responsible to Eagle County for the acts and omissions of all its employees and agents and all other persons performing any of the work under a contract, for which Contractor has supervisory or inspection responsibility hereunder. Q. Safety: Contractor shall be responsible for the safety of persons and property and for compliance with all federal, state and local statutes roles, regulations and orders applicable to the conduct of the Construction Services. C R. Shop Drawings and Samples: In collaboration with the Architect, establish and implement procedures for expediting the processing and approval of shop drawings and samples. S. Reports and Project Site Documents: Record the daily progress of the Project in a daily log available to the County and the Eagle County Project Manager. Submit on a monthly basis written progress reports and summaries of meetings to the Eagle County Project Manager, including information on the subcontractors' work, the actual cost vs. budgeted cost, actual construction point vs. projected schedule point, reasons for any discrepancies, the percentage of completion and the corrective actions to obtain compliance with time and cost schedules. T. Record Maintenance: Maintain at the Project site, on a current basis, records of all necessary contracts, shop drawings, samples, purchases, materials, equipment, maintenance and operating manuals and instructions and any other documents and revisions thereto which arise out of this Agreement or the Construction Services. U. Project Completion: Determine Project Completion of designated portions of the Work and prepare for the Eagle County Project Manager a list of incomplete or unsatisfactory items and a schedule for their completion. 3. Time of Performance: 3.1 Contractor shall begin the Preconstruction Services upon full execution of this Agreement by both parties. Contractor shall complete its design and budget review and provide County with its GMP, a detailed budget and final construction schedule on or before October 26, 2008, provided 100% Design Documents are received to allow such delivery as provided in Article 2.1.F above. 3.2. Contractor agrees that Construction Services shall commence upon ten (10) days of County's issuance of a Notice to Proceed with Construction Services and all Construction Services shall be substantially completed in accordance with the construction schedule approved by the Project Manager. In no event shall the Completion Date for Construction Services be later than 300 calendar days from issuance of the Notice to Proceed, absent written agreement for an extension of time in accordance with Section 4 below. 4. Liquidated Damages 4.1. Eagle County and Contractor recognize that time is of the essence of this agreement and that County expects the Project to be substantially complete in accordance with the construction schedule approved by the Project Manager. They also recognize the delays, expense, and difficulties involved in proving a legal or arbitration preceding the actual loss suffered by Eagle County if the Project is not substantially complete in accordance with the approved schedule. Accordingly, instead of requiring such proof, Eagle County and Contractor agree that as liquidated damages (but not as a penalty) for delay beyond the completion date indicated in the schedule approved by County, Contractor shall pay County two hundred dollars ($200.00) for 8 ~~. each day that expires after the completion date indicated in the schedule approved by the County, until the Project is complete. 4.2. If 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 Eagle County Project Manager. Eagle County shall thereon grant an extension equal, in Eagle County's reasonable opinion, in duration to the delay, if any, that was caused by the excusable, inclement weather. Excusable, inclement weather is excessive snowfall, excessive rainfall, excessive freezing temperatures or excessive wind conditions, the degree or duration of which varies in excess of the 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 Contractor. 4.3. The completion dates as set forth in Paragraphs 4.1 and 4.2 above include a reasonable time for the reviews and approvals required by this agreement. Should 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 the Eagle County Project Manager in writing. No time extension will be granted unless a determination is made by Eagle County, in its sole discretion that good cause exists for such extension. 4.4. All time extensions shall be made pursuant to Paragraph 7 of the General Conditions. 5. Comuensation and Payment: 5.1. County has established a cost not to be exceed for the entire scope of Work, including Preconstruction Services and Construction Services, including contingencies, based on consultation with the Architect and Shaw Construction ("Guaranteed Maximum Price" or "GMP"). The funds appropriated for this Project are equal to or in excess of the Guaranteed Maximum Price. 5.2. County shall pay Contractor an amount not to exceed Five Thousand Dollars ($5,000) for Preconstruction Services described in Paragraph 2.1, subject to Paragraph 5.4 hereunder. 5.3. Additional Services, if requested by the County and approved in writing in advance of performance, that are determined by the County and Contractor not to be similar in nature as described in Paragraph 2.1 through Paragraph 2.3 shall be paid to Contractor based on the CM/GC Fee & Schedule Proposal Form, Eagle County Recycling Transfer Station, Wolcott, Colorado, dated June 27, 2008, attached hereto as Exhibit "B," and incorporated herein by this reference. 5.4. The compensation for the Preconstruction Services hereunder will be reimbursed to the County in the event that Contractor is selected as the CM/GC for the Project. In such event, the compensation for Preconstruction Services shall be considered a part of Contractor's Contractor Fee for the Project and the amount of compensation paid under this Agreement shall be reimbursed to County in the form of an offset to future Contractor Fees that may become due and owing Contractor. Notwithstanding the foregoing, neither party represents that the Project will 9 ~., 4 be constructed or that Contractor will be the CM1GC in the event of Construction on this Project. It is agreed that in the event Shaw Construction is selected for Construction Services the Contractor's Fee will be fixed at 4.5% of the GMP 5.4.1. Contractor's Fee shall include all overhead and profit. Overhead shall include Contractor's off site costs, including, but not limited to, those for scheduling, estimating and support of the project. This amount is to include the Cost for key personnel and other off site office staff. Profit means before tax profit. On-site costs of construction will be considered a part of the costs of the work and these costs are not to be included in the fee. Costs to be included in the Contractor's Fee shall include: A. Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or offices other than the site office. B. Expenses of the CM/GC's principal office and offices other than the site office; C. Overhead and general expenses; D. The CM/GC's capital expenses; E. Capital employed for the Work; F. CM/GC profit. 5.4.2. Adjustments in Contractor's Fee shall be made as follows: A. If, after the initial GMP is accepted by County and Eagle County's Project Manager directs additions to or other changes that increase the scope of Work, the Contractor's Fee shall be four and one-half percent (4.5°l0) excluding bonds and insurance for the additional work. 5.5. Abandonment or significant reduction in the scope or magnitude of the Project will not result in a negotiated reduction of the Contractor's Fee. The Contractor's Fee will be based on the GMP and will not be subject to reduction if the Guaranteed Maximum Price can be reduced through the efforts of Contractor via procurement efforts or other cost saving construction methods. 5.6. The GMP shall include all of the Contractor's obligations to be performed pursuant to the terms of the Contract Documents and include actual fees and costs as outlined below: A. "Preconstruction Fee," "CMlGC Basic Fee," "General Conditions," and "Direct Cost of Work" in CM/GC Fee Structure, Eagle County Recycling Transfer Facility, attached hereto as Exhibit "C," and incorporated herein by this reference. B. All items described in Shaw Construction's CM/GC Fee & Schedule Proposal Form, dated June 27, 2008, attached hereto as Exhibit "B," and incorporated herein by this reference. C. All Preconstruction Services, Construction Services and Contractor Fees shall include: 10 ,, C,~ a. Actual wages paid for labor in the direct employ of Contractor in the performance of the Work under applicable collective bargaining agreements, or under a salary or wage agreed upon by Eagle County's Project Manager and Contractor and including other benefits, if any, as may be payable with respect thereto. If these wages are under applicable collective bargaining agreements the termination date of such agreements must be included. b. Actual salaries of Contractor's employees wherever stationed and in whatever capacity employed. c. Actual cost of pension contributions, hospitalization, vacations, medical insurance, assessments or taxes for such items as unemployment compensation and social security, insofar as such cost is based on wages, salaries or other remuneration paid to employees of Contractor and included in the cost of the Work. d. The reasonable transportation, traveling and hotel expenses of Contractor or of its officers or employees incurred in discharge of duties connected with the Work. e. Actual cost of all materials, supplies and equipment incorporated in the Work, including costs of transportation thereof. Also includes any material in excess of those actually installed but required to provide reasonable allowance for waste and spoilage. f. Actual payment made by Contractor to subcontractors for work performed pursuant to contract under this Agreement. g. Actual cost, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities and hand tools not owned by the workmen, which are employed or consumed in performance of the Work and costs less salvage value on such items used but not consumed which remain property of Contractor. h. Actual rental charge of all necessary machinery and equipment, exclusive of hand tools, used at the site of the Work, whether rented from Contractor or other, including installation, repairs and replacement, dismantling, removal, costs of lubrication, transportation and delivery costs thereof, at rental charges consistent with those prevailing in the area. i. Cost of the premiums for all bonds and insurance which are required by the Contract Documents. j. MEP Permit fees, 11 C~ k. Minor expenses such as telegrams, long distance telephone calls, telephone service at the site, expressive and similar petty cash items in connection with the Work. 1. Cost of removal of all debris. m. Cost incurred due to an emergency affecting the safety of person and property, to the extent not compensated by insurance or otherwise. n. Other costs incurred in the performance of the Work if and to the extent approved in advance in writing by the Eagle County Project Manager. o. All costs directly incurred in the performance of the Work and not included in the Contractor's Fee. p. Cost of construction support activities such as Work items included in the condition of the contract and in the specifications unless they are provided by contractors. q. indirect costs (General Conditions). r. Contractor's Fee, as set forth in Exhibit "B." s. Two (2) sets of as-built drawings. t. Three (3) complete bound sets of required operations and maintenance manuals and instructions. 5.6.1. The GMP includes General Conditions/General Requirements. Contractor will submit for review and acceptance by County an itemized breakdown of the General Conditions/General Requirements costs for the Project. 5.6.2. Any project savings, below the Guaranteed Maximum Price, resulting from bidding of subcontractors and other costs of the work shall accrue to the County and Contractor equally. Shared project savings will not be applied to Allowances, where all savings/overage will accrue solely to the County. Shared project savings will not be applied to significant reduction in the scope of the work directed by the County to reduce overall project costs; all such savings shall accrue to the County. Savings resulting from value engineering after County approval of the GMP shall accrue to County and Contractor. Notwithstanding the foregoing, the Contractor's fee will not be subject to reduction if the GMP can be reduced through the efforts of the Contractor via procurement efforts, value engineering, or other cost saving construction methods, or where a significant reduction in the in the scope of the Work is directed by the County to reduce the overall project costs. 5.7. The funds appropriated for this Project are equal to or in excess of the contract amount. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to County nor shall any payment be made to Shaw Construction in excess of the above amounts 12 ., ~~ for any work done without the written approval of the County in accordance with a budget adopted by the Board of County Commissioners in accordance with the provisions of the Colorado Revised Statutes. 5.8. Pavment Procedure for Preconstruction Services. Not more often than once a month, Contractor shall submit to County an invoice for payment signed by a person authorized to sign legal documents on behalf of Contractor identifying the work completed as of the date of the invoice, and accompanied by such supporting documentation as County may reasonably require. For Preconstruction Services, County agrees to pay Contractor within thirty (30) days of receipt of a properly documented invoice. 5.8.1. Pavment Procedure for Construction Services If Contractor is selected as the CM/GC, Contractor shall submit applications for payment and back-up material (e.g. Subcontractor's invoices, vendor statements and receipts) as shall be reasonably required in accordance with the General Conditions. Applications for payment must be provided on AIA forms G702 and G703 in written or electronic form. These applications shall indicate the percentage of completion of each portion of the Construction Services as of the end of the period covered by the application for payment. Applications for Payment will be processed as provided in the General Conditions. 5.8.2. PROGRESS PAYMENTS: County 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. County shall have the right to request and inspect supporting documentation for progress payments, including but not limited to receipts and invoices evidencing payments of charges associated with the Work. 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. 5.8.3. FINAL PAYMENT: Upon final completion and acceptance in accordance with Section 17 of this Agreement and Paragraphs 20 and 21 of the General Conditions, County 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.R.S. §38-26-107. Final payment shall be made in accordance with the requirements of the aforesaid statute. 5.9. County may withhold from any payments due to Contractor, to such extent as may be necessary to protect the County from loss, because of defective work or material not remedied or the failure of Contractor to carry out the Scope of Work in accordance with this Agreement. 13 ~~ 5.10. Contractor shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following termination, which period shall be extended at County's reasonable request. County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time. 6. Independent Contractor: 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 technician, agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for its acts and for the acts of its technicians, agents, employees, and servants during the performance of this agreement. Contractor shall not represent, act, purport to act or be deemed the agent, representative, employee or servant of County. 7. No Assignment: The parties to this Agreement recognize that in entering into this Agreement, County is relying upon the resources, skill and reputation of Contractor. Therefore, Contractor may not assign its interest in the Agreement, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold at its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. 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 Agreement. 8. Subcontracts: 8.1. All portions of the Work that Contractor does not perform with its own forces shall be performed under subcontracts by subcontractors prequalified by Contractor. 8.2. All subcontracts will be between Contractor and the subcontractors. 8.3. Contractor shall be responsible to the County for the acts and omissions of its agents, employees, suppliers, subcontractors performing work under a contract with Contractor and such subcontractors' lower-tier subcontractors, agents and employees. 8.4. By an appropriate written agreement, Contractor shall require the subcontractor to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of the Contract Documents and to assume toward Contractor all the obligation and responsibility which Contractor, by these Documents, assumes toward the County. Said agreement shall pxeserve and protect the rights of the County under the Contract Documents with respect to the Work to be performed by the subcontractor so that the subcontracting thereof will not prejudice such rights. Contractor shall require each subcontractor to enter into similar agreements with its 14 ~-~ subcontractors. Contractor shall make available to each proposed subcontractor, prior to the execution of the subcontract, complies of the Contract Documents to which the subcontractor will be bound by this paragraph 8.6. Each subcontractor shall similarly make copies of such Documents to its subcontractors. 5.5. Each Subcontract and material purchase order is hereby assigned to County by Contractor provided that (a) assignment is effective only after termination of the Contract by County for cause and only for those subcontract agreements which County accepts by notifying the subcontractor and Contractor in writing; and (b) assignment is subject to the prior rights of the surety, if any, obligated under the bond relating to the Project. Each subcontract and material purchase order shall include this assignment. 8.6. Nothing contained in the Contract Documents shall be deemed to create any contractual relationship between any subcontractor of any tier and the County. 9. Insurance• At all times during the term of this Agreement, Contractor and its subcontractors shall maintain the following insurance: 9.1. Claims under Workmen's Compensations, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado. 9.2. General Liability Coverage in the minimum amount of $2,000,000 (Combined personal injury/property damage limit) for coverage of claims for damage arising from the performance of services under this Agreement, including but not limited to personal injury or death, property damage, and other damages imposed by law upon Contractor with respect to all work performed by them. 9.3. Comprehensive Automobile Insurance in the amounts as required by the laws of the State of Colorado. 9.4. Certificates of Insurance acceptable to the County, evidencing the above required amounts shall be filed with the County within ten (10) days from the execution of this Agreement. 10. Indemnification: Contractor shall indemnify County for, and hold and defend County and its officials, boards, officers, principals and employees, harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the performance of this Agreement to the extent such cost, claim and expense is caused in whole or in part by the negligent or willful acts or omissions of Contractor. 11. Contractor Representations: 15 C~ 11.1. Contractor expressly recognizes that this Project must be completed within the time and fiscal constraints set forth throughout this Agreement. 11.2. Contractor further represents to the County that, by executing this Agreement, it has been informed of and has reviewed the goals of the Project; the design of the Architect; the time schedule as well as fiscal constraints of the Project; all of the Exhibits and documents attached to this Agreement, and incorporated herein by reference; and, all of the services to be provided by Contractor pursuant to the Contract Documents. Based upon this review and analysis, Contractor represents to County that it will provide all of the necessary services and perform all of the Work within the requirements of the Contract Documents. 11.3. Contractor shall perform the Scope of 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. 11.4. Contractor shall be responsible for the completeness and accuracy of the Work and shall correct, at its sole expense, all errors and omissions therein. The fact that County has accepted or approved the Work shall not relieve Contractor of any if its responsibilities under this Agreement. 11.5 Contractor acknowledges it is Contractor's responsibility to review all design and construction documents relating to constructability and potential conflicts. The purpose of this review is to minimize change orders due to conflicts in the Construction Documents to the greatest extent possible. 12. Contract Documents The Contract Documents which comprise the entire Agreement are made a part hereof and consist of the following: 12.1. This Agreement. 12.2. The General Conditions. 12.3. Exhibit "C"': CM/GC Fee Structure, Eagle County Recycling Transfer Facility, Wolcott Colorado. 12.4. Exhibit "B": CM/GC Fee & Schedule Proposal Form, Eagle County Recycling Transfer Station, Wolcott, Colorado, dated June 27, 2008. 12.5 CM/GC Fee & Schedule Special Instructions (contained in Exhibit A) 12.6. Exhibit "A": Eagle County's Request for Proposal and Qualifications, Preconstruction Services for Eagle County's Recycling Transfer Facility There are currently no Contract Documents other than those listed above in this Article 12. If County accepts Contractor's proposed GMP, budget and schedule and thereby selects Contractor 16 ~~ as the CM/GC, the budget, schedule, and final plans and specifications (as submitted to the Eagle County Building Department for a building permit) will become part of the Contract Documents. Thereafter, the Contract Documents may only be altered, amended, or repealed by an executed, written amendment to this Agreement. The intent of the Contract Documents is to include all items, components and services necessary for the proper execution and completion of all the Work outlined in Section 2 of this Agreement. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. Words and abbreviations which have well known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings. The Contract Documents are listed above in order of priority. If a conflict exists in the terms of any of the Contract Documents, the document with a higher priority shall control. 13. Notices: Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: The County: Eagle County Facilities Management Rick Ullom, Project Manager P.O. BOX 8S0 Eagle, Colorado 81631 (970) 328-8780 (p) (970) 328-8899 (f) and a copy to: Eagle County Attorney P.O. Box 8S0 Eagle, Colorado 81631 (970) 328-8699 (f) The Contractor: Shaw Co1nstructi?o\n, LLC Grand Junction, CO 81 S06 (970) 242-9236 (p) (970) 241-5618 (f) Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. 14. Termination: 14.1. Notwithstanding Paragraph 14.2 hereunder, the performance of the Scope of Work may be terminated at any time in whole or in part, by County for its convenience. Any such termination shall be effected by delivery to Contractor of a written notice of termination 17 specifying the date upon which termination becomes effective. Upon termination, Contractor shall deliver to County all drawings, illustrations, text, data, redlined drawings and other documents entirely or partially completed, whether in electronic form or otherwise, together with all material supplied to Contractor by County. These documents must be provided to Eagle County in a usable format. In such event, Contractor shall be compensated for all costs associated with the Work the up to the date of termination. Final payment will be due within thirty (30) days after Contractor has delivered the last of the documents or records due the County. 14.2. If either party defaults or Contractor neglects to carry out the Work in accordance with this Agreement and fails within a ten (10) day period after receipt of written notice from the other party to promptly and diligently correct such default or neglect, the other party may, without prejudice to other remedies, terminate this agreement. If Contractor fails to correct such deficiencies after timely notification by County, County may in addition to or as an alternative to termination correct such deficiencies and deduct the cost of correction from payments due Contractor. County may recover the reasonable costs of correcting deficiencies in an amount not exceeding that specified in the Agreement. 14.3. Upon the termination of this Agreement, Contractor agrees to deliver to County such information and items which, if the Work had been completed, would have been required to be furnished to the County, including completed or partially completed plans, drawings, red-lined drawings and other pertinent information, in an electronic form or otherwise, in a format usable by the County. 15. Drawings and Specifications 15.1. OWNERSHIP AND USE OF DOCUMENTS -All drawings, specifications, and copies thereof furnished by the County are and shall remain the property of the County. They are to be used only with respect to this Project and are not to be used on any other project. With the exception of one contract set for each party to this Agreement, such documents are to be returned or suitably accounted for to the County on request at the completion of the Work. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the County's common law copyright or other reserved rights. 15.2. INTERPRETATIONS -The Architect may be asked to render interpretations consistent with the intent of, and reasonably inferable from the Contract Documents, consisting of additional instructions by means of drawings or otherwise necessary for the proper execution or progress of the Work, in accordance with agreed upon time limits and otherwise so as to cause no unreasonable delay. Contractor may make written request to the Architect of such interpretations and decisions. Contractor shall comply with the Architect's interpretations and such interpretation shall be incorporated into this Agreement, subject to County's review and final determination in those instances deemed necessary by the County. 16. Completion of the Work 18 n 16.1.1. When Contractor considers that the Work or a designated portion thereof is complete as defined in paragraph 2.3, Contractor shall notify County of the Completion of the Work and prepare a list of items to be completed or corrected. 16.1.2. Within ten (10) days after receipt of Contractor's notice of completion of the Work, the County, Architect and Contractor shall make an inspection of the Work to determine whether the Work has been completed in accordance with the Contract Documents and to prepare a punch list. If the Work has not been completed to the required stage, the parties shall cease the inspection and an appropriate Change Order shall be issued deducting from the payments then or thereafter due Contractor all costs associated with such premature inspection, including compensation for the Architect's additional services, if made necessary thereby. If the payments then or thereafter due Contractor are not sufficient to cover such amount, Contractor shall pay the difference to the County. If however, the Work has been completed to the required stage, a punch list shall be prepared by Architect and/or County and consist of those items listed by Contractor to be completed or corrected as supplemented by those items observed and noted during the inspection. The required number of copies of the punch list will be countersigned by the County Project Manager or other authorized County representative and the Architect and will then be transmitted to Contractor. The failure to include any items on such list shall not alter the responsibility of Contractor to complete all Work in accordance with the Contract Documents. 16.2. RIGHT OF EARLY OCCUPANCY 16.2.1. The County shall have the right to take possession of and to use any completed or partially completed portions of the Work, even if the time for Completion of the Work or such portions of the Work has not expired and even if the Work has not been finally accepted. Such possession and use shall not constitute an acceptance of such portions of the Work. 16.2.2. If the County elects to take possession of and to use any completed or partially completed portions of the Work prior to the time for Completion of the Work or portion thereof, prior to any such possession or use, an inspection shall be made by the local jurisdiction, the Project Manager and Contractor. Any and all areas so occupied will be subject to a final inspection when the Contractor complies with Article 16.1. 16.2.3. At the time of the inspection made pursuant to paragraph 16.2.2., the parties shall also agree upon the responsibilities of the County and Contractor for security, maintenance, heat, utilities, property insurance premiums, and damage to the Work. If Contractor can also satisfactorily demonstrate to the County any actual cost for warranties for the period prior to the date of Notice of Acceptance, the County shall reimburse Contractor for that portion of such cost attributable to the portion of the Work occupied by the County for the period of time of such occupancy. In the event Contractor believes there will be an additional cost associated with completion of the Work while the County occupies the Work in whole or in part, Contractor shall advise the County of all such cost at or before the time of the inspection and an agreement shall be reached on the responsibilities of the County and Contractor therefor. If Contractor fails or refuses to furnish such cost information as required, Contractor hereby waives any and all rights to assert any claim therefor at any time thereafter. 17. Final Completion, Acceptance, and Final Payment 19 ,~ 17.1. Following County's issuance of the Certificate of Completion of the Work or designated portion thereof, the issuance or a Certificate of Occupancy from the local jurisdiction, and Contractor's completion of the work on the punch list established pursuant to paragraph 16.1.2. as may have been supplemented, Contractor shall forward to the County a written notice that the Work is ready for final inspection and acceptance, and shall also forward to the County a final application for Payment. Upon receipt, the County and Architect will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents, Architect will issue a Final Certificate of Completion. This Certificate will constitute a representation that, to the best of the Architect's knowledge, information and belief, and on the basis of observations and inspections, the Work has been completed in accordance with the terms and conditions of the Contract Documents. 17.2. NOTICE OF ACCEPTANCE -When the local jurisdiction has issued a Certificate of Occupancy, Architect has issued its Final Certificate of Completion, Contractor has fully performed all of its obligations under the Contract Documents and the same is acceptable to the County, a Notice of Acceptance shall be issued by the County, which shall establish the acceptance of the Work. 17.3. SETTLEMENT 17.3.1. The County shall not authorize final payment until all items on the punch list have been completed, the Architect issues its Final Certificate of Completion, County has received a Certificate of Occupancy from the local jurisdiction, the Notice of Acceptance is issued, and the Notice of Contractor's Final Settlement Date is published and at least 30 days have expired with no claims filed. 17.3.2. Before the County may advertise, Contractor shall: 1. Deliver to the Architect for review by the Architect and deliver to the County: a. All guaranties and warranties; b. Confirmation that sales taxes from which the County is exempt have not been paid; c. Three (3) complete bound sets of required operations and maintenance manuals and instructions; d. Two (2) sets of as-built drawings; e. To the extent not already furnished, one copy of all corrected Shop Drawings; f. Satisfactory evidence that all payroll, material bills, and other indebtedness connected with the Work have been paid or otherwise 20 C~ satisfied or will be paid evidenced by the provision of conditional lien and release waivers; g. A complete and final waiver or conditional lien waiver conditioned upon final payment by the County, and/or release of any and all lien rights and liens from each subcontractor of all tiers, materialmen, supplier, manufacturer and dealer for all labor, equipment and material used or furnished by each on the Work; h. Consent of the surety to final payment; i. Any other documents required to be furnished by the Contract Documents. 2. Demonstrate to the operating personnel of the County the proper operation and maintenance of all equipment installed or furnished under the Contract Documents. 17.3.3. Upon completion of the foregoing, the Contractor's Settlement shall be advertised in accordance with Colorado law. On the date of final settlement thus advertised, and after the CM/GC has submitted a written notice to the County that no claims have been filed, final payment and settlement shall be made in full. 17.3.4. If any unpaid claim for labor, materials, rental machinery, tools, supplies, or equipment is filed before payment in full of all sums due Contractor, the County shall withhold from Contractor sufficient funds to insure the payment of such claim, until the same shall have been paid or withdrawn, such payment or withdrawal to be evidence by filing a receipt in full or an order for withdrawal signed by the claimant or its duly authorized agent or assignee. 17.3.5. The making of final payment, after the Date of the Notice of Contract Settlement of the Project, shall constitute a waiver of all Claims by the County except those arising from: 1. Unsettled Claims; 2. Faulty or defective work appearing after Completion of the Work; 3. Failure of the Work to comply with the requirements of the Contract Documents; or 4. Terms of any warranties or special warranties required by the Contract Documents. 17.3.6. The acceptance of final payment, after the Date of the Notice of Contractor Settlement of the Project, shall constitute a waiver of all Claims by Contractor except those previously made in writing and separately identified by Contractor as unsettled in the final Project Application for Payment. 21 ~ c~ 17.3.7. All provisions of the Contract Documents including without limitation those establishing obligations and procedures, shall remain in full force and effect notwithstanding the making or acceptance of final payments. 18. Warranties 18.1.1. Contractor warrants to the County that all work, materials and equipment furnished under the Contract Documents will be of good quality, free from faults and defects and in conformance with the Contract Documents. All work, materials or equipment not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by County, Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by the provisions of paragraph 18.1.2. 18.1.2. The CM/GC shall warrant and guarantee the Work for a period of one (1) year from the date of the Notice of Acceptance. If, within one year after the Notice of Acceptance, or within such longer period of time as may be prescribed by the terms of any applicable special warranty required by the Contract Documents, if any of the Work is found to be defective or not in accordance with the Contract Documents, Contractor shall correct it promptly after receipt of a written notice from the County to do so unless the County has previously given Contractor a written acceptance of such condition. This obligation shall survive both final payment for the Work or designated portion thereof and termination of this Agreement. The County shall give such notice promptly after discovery of the condition and in any event no later than one year after the issuance of the Notice of Acceptance. 18.1.3. In case of work performed for which other warranties are required by the Contract Documents, Contractor shall secure the required warranties and deliver the same to the County in accordance with paragraph 17.3.2. These warranties shall not in any way lessen Contractor's responsibilities under the Contract Documents. Whenever guarantees or warranties are required by the Contract Documents for a longer period of that one year, such longer period shall govern. 18.1.4. The establishment of the time periods noted in paragraph 18.1.2., or, such longer period of time as may be prescribed by law or by the terms of any warranty required by the Contract Documents, related only to the specific obligation of Contractor to correct the Work, and has no relationship to the time within which Contractor's obligation to comply with the Contract Documents may be sought to be enforced, nor the time within which proceedings may be commenced to establish Contractor's liability with respect to Contractor's obligations other than specifically to correct the Work. 18.2. GUARANTY INSPECTIONS AFTER COMPLETION 18.2.1. The County, and Contractor together shall make at least two (2) complete inspections of the Work after the issuance of the Notice of Acceptance. One such inspection, the "Six-Month Guaranty Inspection," shall be made approximately six (6) months after the issuance of the Notice of Acceptance and another inspection, the "Eleven-Month Guaranty Inspection," shall be made approximately eleven (11) months after the issuance of the Notice of Acceptance. The 22 County shall schedule and so notify all parties concerned, including the local jurisdiction, of these inspections. 18.2.2. Written lists and reports of these inspections shall be made by the CM/GC and forwarded to the County and all of the other participants within ten (10) days after the completion of each inspection. Contractor shall immediately initiate such remedial work as may be necessary to correct any deficiencies or defective Work shown by these reports, and shall promptly complete all such remedial Work in a manner satisfactory to the Architect and the County. 1$.2.3. If the CM/GC fails to promptly correct all deficiencies and effects shown by any report, the County may do so after giving Contractor ten (10) days written notice of its intention to do so and the County shall be entitled to collect from Contractor and its surety all costs and expenses incurred by it in correcting such deficiencies and defects, as well as all damages directly resulting form such deficiencies and defects. 19. Claims for Additional Costs and Damages 19.1. CLAIMS FOR ADDITIONAL COST 19.1.1. If Contractor makes a claim for an increase in the GMP, Contractor shall give the County its written notice of Claim thereof within fifteen (15) days or such other time period as may be specifically set forth elsewhere in this Agreement, whichever is the lesser, after the occurrence of the event giving rise to such claim and in all cases before proceeding to execute the Work, except in an emergency endangering life or property, in which case, Contractor shall proceed as necessary to prevent such threat. 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. 19.2. INJURY TO PERSON OR DAMAGE TO PROPERTY -Should either party to this Agreement suffer injury or damage to person or property because of any act or omission of the other party or of any of the other party's employees, agents, or others for whose acts such party is legally liable, Notice of Claim shall be made in writing to such other party within sixty (60) days after the first observance of such injury or damage. 19.3. RIGHTS AND REMEDIES 19.3.1. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to, and not a limitation of, any duties, obligations, rights or remedies otherwise imposed or available bylaw. 19.3.2. No action or failure to act by the County shall constitute a waiver of any right or duty afforded under the Contract Documents nor shall any such action or failure to act constitute an approval or acquiescence in any breach thereunder, except as may be specifically agreed in writing. Nothing herein shall waive or be deemed a waiver of the County's governmental privileges and immunities under federal or state law. 20. Miscellaneous: 23 20.1. The project is under the authority of the Eagle County Facilities Project Management Department, the Director of which, or his/her designee, shall be Eagle County's liaison with Contractor with respect to the performance of the Work. 20.2. Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, sexual orientation, ancestry, physical handicap, age, political affiliation or family responsibility. 20.3. The making, execution and delivery of this Agreement by the parties hereto have not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the Work, except by a written document of equal formality executed by both parties hereto. 20.4. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the State of Colorado. 20.5. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. 20.6. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 20.7. In the event of litigation between the parties hereto regarding the interpretation of this Agreement, of 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 event, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 20.8. Time is of the essence and the parties agree to notify the other if they become aware that any condition will significantly delay performance. 20.9. Neither party will be responsible for delays or lack of performance resulting from events beyond the reasonable control of that party. Such events include, but are not limited to, acts of God, weather conditions, fire, third party strikes, third party lock-outs, and other labor disruptions, material shortages, riots, and acts of war. 20.10. All tracings, plans, specifications, estimates, reports, date and miscellaneous items, including electronic data, purported to contribute to the completeness of the Project, the Project 24 ~l r or the Work shall be delivered to and become the property of the County, upon County's request. However, all estimating and project management information written, developed and implemented by Contractor shall be available for review by County, but shall not become public information or available for use by any entity other than Contractor. 20.11. Basic survey notes, sketches, computations and other data prepared hereunder shall be made available to the County, upon request and become property of the County. 20.12. The Architect, County, Project Manager and all other representatives of the County shall at all times have access to the Facility to view the progress of the Work, wherever it is in preparation and progress. The CM/GC shall provide any necessary safety equipment, and safe and reasonable facilities for such access so that the Architect, Project Manager and County representatives may exercise their rights and perform their functions under the Contract Documents. 21. Prohibitions on Public Contracts for Services: 21.1. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the Basic Pilot Verification Program in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. 21.2. Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 21.3. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the Basic Pilot Verification program, as administered by the United States Department of Homeland Security. If Contractor is not accepted into the Basic Pilot Verification Program prior to entering into a public contract for services, Contractor shall apply to participate in the Program every three months until Contractor is accepted or the public contract for services has been completed, whichever is earlier. Information on applying for the Basic Pilot Verification Program can be found at: https://www.vis-dhs. com\employerregistration 21.4. Contractor shall not use either the Basic Pilot Verification Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 25 ~`~ 21.5. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, Contractor shall be required to: (i) Notify the subcontractor and the County within three days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 21.6. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8-17.5-102(5). 21.7. If Contractor knowingly violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, Contractor shall be liable for actual and consequential damages to the County as required bylaw. 21.8. The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this contract and the County terminates the contract for such breach. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its ATTEST: BOARD OF COUNTY COMMISSIONERS Clerk to the Bdard oT County Commissioners Peter F. Runyon, SHAW CONSTRUCTION Signature Ui cK r~~~s, ~~N 26 C~ Title STATE OF COLORADO ) S5. COUNTY OF ~~ ) The foregoing instrument was acknowledged before me by ~1`~'K ,/~C~nSa n , this .3 °~ day of ,~°- , 2008. My commission expires: ~-~'-%~ ~ 2~. ~ ~ Notary Public ~ p~RA L. ~S i~ Co~iaion p+i~1Z1112 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. 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 it from responsibility for successfully performing the Work without additional expense to the County. County 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. 27 ~t~,j 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 County. 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 County 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 County or outside the control of Contractor, e.g., weather. In any event, County may grant an extension of time for the completion of the 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 County, 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 County immediate (as reasonably determined by the circumstances, but not exceeding seven (7) calendar days) notice in writing of the cause of the detention or delay. 8. Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions. 9. Contractor warrants to County that: (1) materials and equipment furnished under the Agreement will be new and of good quality; (2) the Work will be flee from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements of the Agreement. 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 Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations without notice to County, Contractor shall assume full responsibility for such Work and shall bear the attributable costs. Contractor shall promptly notify County in writing of any conflicts that Contractor discovers 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 bond and a separate labor and material payment bond on forms acceptable to the County and Trustee, 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. In the event of any change order resulting in the performance of additional work in connection with the Project, the amounts of such bonds shall be increased by an amount equal to the cost of such additional work or materials or fixtures to be incorporated in 28 ~-, the Project. Copies of the bonds shall be provided to the County, the Corporation, and the Trustee, and shall be made payable to the County and Trustee. 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 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) of the preceding paragraph, Contractor shall within five days thereafter substitute another bond and surety, both of which shall be acceptable to County and Trustee. 13. Contractor shall be solely responsible for the protection of the Work and material. Contractor shall have no claim against County because of any damage or loss to the Work (except that caused by negligence of County or those for whom County 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 its supervision or control, Contractor shall make its 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: A. Contractor shall purchase and maintain such insurance as will protect it from claims set forth below which may arise out of or result from Contractor's operations under the contract, whether such operations be by itself, or by any of its subcontractors, 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. B. Insurance coverages shall be as follows: 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 its 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 its employees, and claims insured by usual personal injury liability coverage; and 29 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 Contractor and each subcontractor with respect to all Work performed by them under this Agreement. Contractor's Protective Liability Insurance issued to and covering the liability for damages imposed by law upon Contractor and each subcontractor with respect to all Work under this Agreement performed for Contractor by subcontractors. Completed Operations Liability Insurance issued to and covering the liability for damage imposed by law upon 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 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. 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 County, 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: $1,000,000 Each Accident or Occurrence: $2,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 Aggregate: $2,000,000 Insurance shall be placed jointly in the names of the County, the Corporation, the Trustee, Contractor, and any and all others obliged by contract with the County to do Work on this project, and, at the County's option, any other person or persons whom the County 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 County as trustee. The County 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 30 ~~ such proceeds on an installment basis similar to that provided for by progress payments covering the original Work. C. Certificates of Insurance: Certificates of Insurance acceptable to the County, the Corporation and the Trustee shall be filed with the County, the Corporation and the Trustee with respect to each contractor and subcontractor prior to commencement of the Work. These Certificates shall contain provisions naming the County 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 County. Contractor and its subcontractors shall not permit any of its subcontractors to start Work until all required insurance have been obtained and certificates with the proper endorsements have been filed with the County. Failure of Contractor to comply with the foregoing insurance requirements shall in no way waive the County's rights hereunder. 15. The County, at its option, may purchase and maintain such liability insurance as will protect it against claims which may arise from operations under this contract. Purchasing and maintaining such insurance, however, will not relieve Contractor from purchasing and maintaining the insurance hereinbefore specified. 16. Before permitting any of its subcontractors to perform any Work under this contract, Contractor shall either (a) require each of its subcontractors to procure and maintain during the life of its subcontracts, Subcontractor's General Liability and Property Damage Insurance of the types and in the amounts as may be applicable to its Work, which type and amounts shall be subject to the approval of the County, or (b) insure the activities of its subcontractors in its own policy. 17. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless County, and Eagle County Board of 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 Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they maybe liable. 18. Progress Payments: Not more often than once a month, Contractor shall submit to County 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 County 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 County, as will establish County's title to the material and equipment, and protect County's interest therein, including applicable insurance. Each 31 C~ 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. County 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. County shall, within ten days of recommendation of payment, pay Contractor the amount recommended. 19. 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 County at the time of payment free and clear of all liens, claims, security interests, and encumbrances (in these General Conditions referred to as "Liens"). 20. Final Payment: A. Upon written notice from Contractor that the work is complete, County 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. B. After Contractor has completed all such corrections to the satisfaction of County, 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 County may reasonably require, together with complete and legally effective releases or waivers (satisfactory to County) of all liens arising out of, or filed in connection with the work. In lieu thereof, and as approved by County, 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 County or its property might in any way be responsible, have been paid or otherwise 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 County to indemnify County against any lien. 21. Final payment shall not become due until Contractor submits to County 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.R.S. §38-26-107. 32 C~ 21.1 The County shall not authorize final payment until all items on the punch list have been completed, the Architect issues its Final Certificate of Completion, the County has received a Certificate of Occupancy from the local jurisdiction, the Notice of Acceptance is issued, and the Notice of Contractor's Final Settlement Date is published and at least 30 days have expired with no claims filed. 21.2. Before the County may advertise, Contractor shall: A. Deliver to the Eagle County Project Manager for review: All guaranties and warranties; 2. A letter confirming that sales taxes from which the County is exempt have not been paid; 3. Three (3) complete bound sets of required operations and maintenance manuals and instructions; 4. Two (2) sets of as-built drawings; 5. To the extent not already furnished, one copy of all corrected Shop Drawings; 6. Satisfactory evidence that all payroll, material bills, and other indebtedness connected with the Work have been paid or otherwise satisfied or will be paid evidenced by the provision of conditional lien release waivers; 7. A complete and final waiver and/or release of any and all lien rights and liens from each subcontractor of all tiers, material, men, supplier, manufacturer and dealer for all labor, equipment and material used or furnished by each on the Work which may be in the form of a conditional lien release waiver conditioned upon final payment by County; 8. Consent of the surety to final payment; and 9. Any other documents required to be furnished by the Contract Documents. B. Demonstrate to the operating personnel of the County the proper operation and maintenance of all equipment. 21.3. Upon completion of the foregoing, Contractor's Settlement shall be advertised in accordance with Colorado law. On the date of final settlement thus advertised, and after Contractor has submitted a written notice that no claims have been filed, final payment and settlement shall be made in full. 33 21.4. Pursuant to C.R.S. §38-26-107, if any unpaid claim for labor, materials, rental machinery, tools, supplies, or equipment is filed before payment in full of all sums due Contractor, County shall withhold from Contractor sufficient funds to insure the payment of such claim, until the same shall have been paid or withdrawn, such payment or withdrawal to be evidenced by filing a receipt in full or an order for withdrawal signed by the claimant or its duly authorized agent or assignee. 21.5. The making of final payment, after the Date of the Notice of Contractor Settlement of the Project, shall constitute a waiver of all claims by the County except those arising from: A. Unsettled Claims; B. Faulty or defective work appearing after Completion of the Work; C. Failure of the Work to comply with the requirements of the Contract Documents; or D. Terms of any warranties or special warranties required by the Contract Documents. 21.6. The acceptance of final payment, after the Date of the Notice of Contractor Settlement of the Project, shall constitute a waiver of all claims by Contractor except those previously made in writing and separately identified by Contractor as unsettled in the final Project Application for Payment. 21.7. All provisions of the Contract Documents including without limitation those establishing obligations and procedures, shall remain in full force and effect notwithstanding the making or acceptance of final payment. 22. 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 County to Contractor under the contract documents, nor any use or occupancy of the Work or any part thereof by County, nor any act of acceptance by County, nor any failure to do so, nor any correction of defective Work by County 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. 23. Any work in accordance with the Contract Documents that the County finds improper, Contractor will correct said work in a timely manner so as not to delay completion of the project. 24. If Contractor defaults or neglects to carry out the Work in accordance with the Agreement and fails within a ten (10) day period after receipt of written notice from the County to correct such default or neglect with diligence and promptness, the County may, without prejudice to other remedies, correct such deficiencies and Contractor shall be responsible for the cost of such correction. 34 C~ 25. 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. Contractor shall promptly remedy damage and loss to property caused in whole or in part by Contractor, or by anyone for whose acts Contractor maybe liable. 26. Contractor shall promptly correct Work rejected by County as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. 27. Contractor warrants and guarantees to County 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 County, and in accordance with County's written instructions, either correct such defective Work, or, if it has been rejected by County, remove it from the site, and replace it with non-defective 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, County 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. 28. The performance of the Work may be terminated at any time in whole, or from time to time in part, by County 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 County, 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 County may make, to assure the efficient, proper closeout of the terminated Work (including the protection of County's property). Among other things, Contractor shall, except as otherwise directed or approved by County: 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 maybe 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 County, 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 County shall have the right to settle or pay any or all claims arising out of the termination of such orders and subcontracts; 3 5 r., p E. with the approval of County, settle all outstanding liabilities and all claims arising out of such termination or orders and subcontracts; and F. deliver to County, when and as directed by County, all documents and all property which, if t11e Work had been completed, Contractor would be required to account for or deliver to County, and transfer title to such property to County to the extent not already transferred. In the event of such termination, Contractor shall be entitled to payment for the work performed prior to the termination date and all direct costs associated with the work up to the termination date.. 29. The selection of bidders shall be in accordance with the laws of Colorado. In the event of Contractor's non-compliance with the Colorado labor laws, this Contract maybe canceled, terminated or suspended, in whole or in part, without any liability to the County. 30. Contractor acknowledges that the Work is a public work financed in whole or in part by funds of the state of Colorado and/or County, and pursuant to section Title 8-17-101, C.R.S. (1973) Colorado labor shall be employed to perform the Work in the extent of not less than eighty percent (80%) of each type or class of labor in the several classifications of skilled and common labor employed in the Work. For purposes of this provision, "Colorado labor" means "any person who is a resident of the state of Colorado at the time of employment, without discrimination as to race, color, creed, sex, age, or religion except when sex or age is a bona fide occupational qualification. 31. Contractor agrees to comply with the letter and spirit of the Colorado Anti-discrimination Act of 1957, as amended, and other applicable laws respecting discrimination and unfair employment practices. Pursuant thereto, the following provision shall be contained in all County contracts or subcontracts: during the performance of this Contract, Contractor agrees as follows: A. Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical disability, sexual orientation, or age. Contractor will take affirmative action to insure that applicants are employed and that employees are treated during employment, without regard to the above mentioned characteristics. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; lay-offs or terminations; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth provisions of this non-discrimination clause. B. Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for 36 employment without regard to race, creed, color, national origin, sex, marital status, religion, ancestry, mental or physical disability, or age. 32. Colorado Statutes do not provide for any right of lien against public buildings. In lieu thereof, Title 38-26-107 ct seq. C.R.S., as amended, provides adequate relief for any claimant having furnished labor, materials, rental machinery, tools, equipment or services toward construction of the particular public work in that final payment may not be made to a Contractor until all such creditors have been put on notice by publication in the public press of such pending payment and given opportunity to stop payment to Contractor in the amount of such claims. 37 EXHlBCT Proposal and Statement of Qualifications ^ Eagle County, Colorado f ~ REQUEST FOR PROPOSAL AND QUALIFICATIONS PRECONSTRUCTION and CONSTRUCTION SERVICES FOR RECYCLING TRANSFER STATION WOLCOTT, COLORADO Eagle, Colorado, May 2008 Eagle County is soliciting Proposals and Statement of Qualifications from Construction Manager/General Contractors for Preconstruction and Construction Services for the new Recycling Transfer Station in Wolcott, Colorado. Preconstruction Services to be provided include 50% and 100% design, cost and schedule review and input to include any possible Value Engineering and assessment of potential constructability issues. Selection will be based on an evaluation of factors including, but not limited to: recent experience in public facility projects, local knowledge of the region, reputation, background capacity to meet schedules and budgets, quality of previous public building projects undertaken, familiarity with Eagle County and degree of interest shown. Interested firms should contact the following for additional information. Sealed proposals and statements of qualifications will be received at the Facilities Management Office, 590 Broadway, P.O. Box 850, Eagle Colorado, 81631, until 3:30 p.m., local time, May 29, 2008. Any Proposal and Statement of Qualifications received after this time will be considered non responsive and returned unopened. Proposal and Statement of Qualifications will be evaluated only from those firms that meet the minimum criteria as set forth in the complete Request for Proposal and Statement of Qualifications document. The Request for Proposal and Statements of Qualifications document may be obtained at the Facilities Management Office, 590 Broadway, Eagle, Colorado 81631, during the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday by calling personnel at 970/328-8880, by facsimile request to 970/328-8$99, or by return a-mail only. The complete document is also available at www.ea lecount~us. The Request for Proposal and Statement of Qualifications notice is being published in the Glenwood Post Independent, the Eagle Valley Enterprise, and the Vail Daily. Page 1 Proposal and Statement of Qualifications Eagle County, Colorado REQUEST FOR PROPOSAL AND QUALIFICATIONS PRECONSTRUCTION and CONSTRUCTION SERVICES FOR RECYCLING TRANSFER STATION WOLCOTT,COLORADO Eagle, Colorado, May, 2008 PROJECT DESCRIPTION Eagle County is accepting Proposals and Statement of Qualifications to provide Preconstruction and Construction Services for the Recycling Transfer Station Project in Wolcott, Colorado. The purpose of this project is to build a 14,000 square foot Recycling Transfer Station and associated site work for servicing the needs of Eagle County in the Wolcott area. II. OBJECTIVE OF THE REOUEST The objective of the request is to select ahighly-qualified Construction Manager/General Contracting firm to provide design, budget and schedule review/comment in order to validate the design approach and the budget and schedule assumptions. Eagle County desires to hire the CM/GC during the design phase of the project in order to benefit from the firm's estimating and building experience anti expertise. The firm selected will be required to work closely with Eagle County, Menendez Architects, P.C. and DLP, Inc. in reviewing and validating the design, provide cost estimates and schedules. Preconstruction Services will include review, assessment, and comment on design, budget and schedule development including 50% and 100% design developments, along with the CM/GC's input addressing any possible Value Engineering and assessment of potential constructability or schedule issues. The Request for Proposal and Statement of Qualifications documentation submitted and possible consultant team interviews shall serve as the basis for short list selection. Eagle County's objective is to forge a productive and effective relationship between the County, Menendez Architects, P.C. and DLP, Inc. and the selected Preconstruction Services CMlGC. Although familiarity with the project will be a criterion of importance when selecting a CM/GC for the Construction Services, Eagle County does not represent that the Project will be constructed or that the CM/GC selected for the Preconstruction Services will be the CM/GC in the event of construction. It is anticipated that all or a portion of the compensation for the Preconstruction Services will be reimbursed to the County in the form ofan offset to the Contractor's Fee in the event the Project does proceed to construction with the same CM/GC. In such an event, the compensation for Preconstruction Services should be considered a part of the Contractor's fee for the Project construction. Accordingly, the County is seeking cost estimates for both 1) Preconstruction Services if the CM/GC is not selected to also perform Construction Services and 2) Preconstruction Services if the CM/GC is later selected to also perform Construction Services. Page 2 Proposal and Statement of Qualifications General information is provided to prospective firms concerning the Proposal and Statement of Qualifications and the award of the agreement for Preconstruction Services for the Recycling Transfer Station. The Request for Proposal and Statement of Qualifications document is not intended to completely define the selection or contractual relationship to be entered into by Eagle County and the successful tine. The anticipated Scope of Work is set forth below. Any enhancement or development anticipated by proposing firms to the Scope of Work should be detailed in the Proposal and Statement of Qualifications for review and consideration by Eagle County. The final Scope of Work will be collaboratively developed and agreed upon by the selected firm and Eagle County during fee negotiations. Anticipated Scope of Work • Consult, advise, and make recommendation to the County, Menendez Architects, P.C. and DLP, Inc. on all aspects of planning for the project. • Attend Biweekly design development progress meetings • Provide cost analysis comparisons of various material or design options as requested. Provide value engineering services through technical review and analysis of alternative design. Evaluate alternatives on the basis of cost, schedule, labor and materials availability, construction feasibility, warranties, projected life expectancy, and others as appropriate. • Develop, validate or redefine costs as provided by the design cost estimates at 50% and 100%. • Review design details for accuracy and comprehensiveness. • Provide schedule review and sequencing insight. Develop and/or assist in the development of the Construction Schedule III. SELECTION CRITERIA Respondents should address each of the evaluation criteria listed below and provide specific examples of projects they have undertaken that demonstrate their qualifications: These criteria are not listed in any order of evaluation priority and are anon-exhaustive list. The County may seek additional information or perform further investigations as it deems necessary. A. General Approach to the Project: Provide a narrative or other form to explain the firm's intended approach to the overall project. B. Experience: Each firm will be evaluated based on its overall experience providing Preconstruction and Construction Services for public building projects, experience with construction practices and procedures in mountain enviromnents and experience with local government projects and regulations. Evaluation of experience will include the following: Resumes of the proposed members of the project management team who will be committed to the project, both for Preconstruction services and for Construction Services. Resumes must include a description of the person's qualifications with past experience on similar projects; and Page 3 Proposal and Statement of Qualifications 2. The firm's experience in the preconstruction and construction process of public building facilities. Provide specific examples of similar or larger projects and all applicable contact information, including owner, contractor and other parties. C. Schedule and Budget Constraints• Provide detailed recent history of project cost estimates, change order history and schedules similar in scope. Identify your ability to undertake and complete the project in a timely manner. The project review will commence with 50% design and budget review approximately 8/1/08 and 100% review approximately 9/1/08. The goal is to commence construction approximately 9/15/08 with construction completion by 5/31/09 or sooner. D. Practices and Procedures: Describe the firm's construction project management approach; quality control and assurance procedures; safety record and program; and any other pertinent factors as deemed appropriate for a project of this scope. E. Familiarity with Eagle County: Provide a narrative describing familiarity with Eagle County Government, the Recycling Transfer Station, government offices and familiarity with recycling facilities construction procedures, local construction conditions, codes and practices. F. Legal Issues: Are any lawsuits; Federal, State or Local tax liens; or any potential claims or liabilities pending against you, your team members or the officers of the team firms at this time? If yes, please explain. Please disclose any and all claims in the past 5 years. G. Costs: Provide the CM/GC cost estimates for the Preconstruction Services under the followin two scenarios: 1) The CM/GC is hired for Preconstruction Services only and NOT selected as the CM/GC in the event the Project proceeds to construction; and 2) The CM/GC is hired for Preconstruction Services as well as Construction Services. This scenario should identify the portion of the Preconstruction Services fee that would be reimbursed to the County in the form of an offset to the Contractor's Fee for the Project Construction. IV. METHOD OF AWARD All Proposal and Statement of Qualifications will be reviewed by Eagle County and any other review as determined to be necessary. Firms may be asked to supplement their initial proposals with additional written material. Eagle County may short-list firms based upon an evaluation of the written submittals. Eagle County may then arrange in-person inten~iews with each firm. The second step will be a more in depth request for additional financial information for consideration by the finalists selected by Eagle County. This step will provide a competitive phase identifying the scope of responsibilities during preconstruction phase and construction phase by the owner, architect and contractor for determining fee structure. Short-listed contractors will receive more detailed information on the project ,including schematic design. Exhibits will be provided to identify markup, insurance and bonding rates for comparative analysis by Eagle County in their selection. Page 4 Proposal and Statement of Qualifications Eagle County reserves the right to award this Contract to the firm that demonstrates the best ability to fulfill the requirements of the project. The successful firm will be chosen based on the Proposal and Statement of Qualifications, selection criteria evaluation, possible interview, and any other review deemed prudent by Eagle County. The firm selected will be given the first right to negotiate an Agreement acceptable to Eagle County. In the event that an Agreement satisfactory to Eagle County cannot he reached, Eagle County may enter into negotiations with one or more of the remaining firms. The successful firm shall commence work only after execution of an acceptable Agreement and approval of insurance certificates and notice to proceed giving by Eagle County. The successful firm will perform all services indicated in their proposal in compliance with the negotiated Agreement. V. EAGLE COUNTY GOVERNMENT RIGHTS Eagle County reserves the right to reject all or portions of any or all Proposals and Statement of Qualifications, to waive irregularities and technicalities, to re-advertise, or to proceed to provide the services otherwise, in the best interest of Eagle County. Eagle County may, at is sole discretion, modify or amend any and all provisions herein. Eagle County will not pay for any information herein requested, nor is it liable for any costs incurred by the participating firm. Eagle County reserves the right to extend the Proposal and Statement of Qualifications submittal date if needed. All changes and/or clarifications will be distributed to all firms indicating interest in the form of addenda. A list of firms and others who have been issued a Request for Proposal and Statement of Qualifications document will be made available upon request. VI. INSURANCE REQUIREMENTS Prior to the commencement of performance, the successful firm shall furnish to Eagle County a certificate of insurance for workers' compensation and general liability, with limits of not less than $ I ,000,000. VII. PROPOSAL MEETING/INQUIRIES A pre-proposal meeting may be requested by potential respondents at the County's time of convenience for visual observation of the existing site conditions. Any questions related to this request must be directed to the Eagle County Public Works Department, Attention Rick Ullom, Construction Manager, Facilities Management Department (EMAIL: rick.ullom~i~eaalecounty.us FAX NO. 970-328-8899). Inquiries must be made in writing and submitted no later than May 20, 2008. Questions answered verbally will be followed up by written addenda as deemed necessary; oral interpretations shall have no effect. VIII. SUBMISSION CRITERIA: Consultants interested in performing the professional services requested must submit the following information: Six (6) copies of their Proposal and Statement of Qualifications fully addressing the selection criteria including name, address, and phone number of the firm's submitting project personnel. Include primary staff contact information in the cover letter for follow- up correspondence. Page 5 Proposal and Statement of Qualifications 2. One CD containing a PDF version of the Proposal and Statement of Qualifications. 3. Estimated Cost, presented as an anticipated Stipulated Sum, to provide preconstruction services only. Hourly rates shall also be presented in anticipation of defining and negotiating the final scope of work upon selection of the Preconstruction Services CM/GC. Proposals and Statement of Qualifications shall be addressed to: Eagle County Public Works Department ATTN: Rick Ullom, Construction Manager PO Box 850 500 Broadway Eagle, CO 81631-0850 All proposals shall be received by Friday, May 29, 2008, at 3:30 p.m. Proposals may be sent via US Mail, FedEx, UPS, DHL or hand delivered. Faxed or emailed proposals will not be accepted. Proposals will be evaluated by a selection committee. A limited number of qualified firms may be selected for a detailed presentation of their proposal for review and final consultant selection. Eagle County reserves the right to reject any or all proposals. Page 6 CMIGC FEE & SCHEDULE PROPOSAL SPECIAL INSTRUCTIONS (6 pages) Recycling Transfer Faci{ity Wolcott, Colorado 1. PROJECT DESCRIPTION The project has been described as expressed in the previous Request for Proposals and Qualifications and the discussions during the meeting subsequent. Additional{y; preliminary design ideas are shown on the documents attached as provided by Menendez Architects, P.C , DLP Consultants, Inc., and the project objective expressed by Eagle County Government. HP Geotechs' soils investigation will be forwarded to you when it's received on, or about Tuesday July 1st. It is anticipated that the GMP figure for the Construction Services accepted by the Owner on September 23, 2008 will be approximately $5,000,000. 2_ GENERAL SCOPE OF CM/GC SERVICES The CM/GC's services during the Pre-Construction Services include, but are not limited to, cost estimating, value engineering, cash flow projections, scheduling, logistical planning, constructabiliry analysis, bid package administration, bidding of trade contracts, and the submittal of a Guaranteed Maximum Price (GMP) proposal for the construction work. The GM/GC's services during the Construction Services phase include, but are not limited to, construction management, administration, field supervision, coordinating subcontractors, maintaining quality, meeting schedules and providing the general conditions work for the Project. Generally, alt trade contracts shall be competitively bid and assigned to the CM/GC's contract; however, when circumstances warrant it, the CM/GC may be allowed to self-perform work that it traditionally performs with its own forces, as long as the cost is acceptable to the County. 3. PRE-CONSTRUCTION SERVICES FIXED FEE The CMIGC shall participate in the continuing design process as an integral member of the Project Team and shall perform Pre-Construction services that, in general, shall include but not be limited to the following: Attend all necessary work sessians with the Owner and Architect Team to gather and distribute information on the Project as required. In confunction with the Owner and the Architect, immediately identify the Project requirements and prepare a total Project Budget that properly allocates construction costs and "soft" costs for the various elements of the work intended for the Project. Develop and continue to refine a comprehensive Project Schedule. Identify, set decision dates, and make recommendations to the Owner and the Architect on procurement of long-lead delivery items. Update and monitor the Project Schedule with the Owner and the Architect regularly to identify deviations and changes Provide value engineering and life-cycle costing for alt materials, equipment and systems mutually agreed upon to determine the best possible value to the Owner. Conduct format value engineering work sessions with the Owner and the Architect, and recommend design detail alternatives. Prepare and monitor estimates of the construction cost during each of the design phases based on detailed quantity surveys of the Drawings and Specifications. Advise the Owner and the Architect if it appears that the construction budget wilt not be met. and make recommendations for corrective action. Prepare and update with each cast estimate a reconciliatron report comparing the cost estimate with the approved budget, accompanied with an updated construction billing and cash flow forecast. Review the drawings and specifications as they are being prepared, and recommend alternate solutions whenever design details affect budget, schedule, constcuctability, and consistency with local and traditional trade practice. Recommend and pre-qualify subcontractors and contract suppliers to develop a bidder's list for review and approval by the Owner and the Architect. Attend all necessary work sessions with the Owner and Architect Team to gather and distribute information an the Project as required. In conjunction with the Owner and the Architect, immediately identify the Project requirements and prepare a total Project Budget that properly allocates construction costs and "soft" costs for the various elements of the work intended for the Project. Develop and continue to refine a comprehensive Project Schedule. Identify, set decision dates, and make recommendations to the Owner and the Architect on procurement of long-lead delivery items. Update and monitor the Project Schedule with the Owner and the Architect regularly to identify deviations and changes. Provide value engineering and life-cycle casting for all materials, equipment and systems mutually agreed upon to determine the best possible value to the Owner. Conduct formal value engineering work sessions with the Owner and the Architect, and recommend design detail alternatives. Prepare and monitor estimates of the construction cost during each of the design phases based on detailed quantity surveys of the Drawings and Specifications. Advise the Owner and the Architect if it appears that Ehe construction budget wilt not be met, and make recommendations for corrective action. Prepare and update with each cost estimate a reconciliation report comparing the cost estimate with the approved budget, accompanied with an updated construction billing and cash flow forecast. Review the drawings and specifications as they are being prepared, and recommend alternate solutions whenever design details affect budget, schedule, constructability, and consistency with local and traditional trade practice. a} Review the proposed design concepts, Layouts, dimensions, clearances and advise the Owner and Architect of possible conflicts of the M!E!P building systems with the adjacent structure and finishes. b) Recommend a strategy far bid packaging the drawings and specifications relative to the Project approach and other pertinent considerations. Administrate the various bid packages for the Project. c} Recommend and prequalify subcontractors and contract suppliers to develop a bidder's list for review and approval by the Owner and the Archrtect. It is the Owner's policy that only prequalified subcontractors and suppliers shall be invited to bid on various procurement packages on the Project and, further, that awards are then based upon the lowest responsible and conforming bids received. ALI subcontractor and contract supplier bids shall be opened in the presence of the Owner and the Architect. d) Prepare a detailed approach to phasing of the work, mobilization, Logistics, quality control and safet~f for review and approval by the Owner and Architect. e) Prepare and submit a final Guaranteed Maximum Pnce (GMP) Proposal for the Owner's optional acceptance reflecting the entire cost, scope of work and the quality intent of the Project before any construction funds are committed. The GMP Proposal shall be supplemented with a complete and detailed breakdown of costs in an open book sharing of pricing information for the entire Project. Alt construction costs must be clearly defined and included in the GMP Proposal, and as such, allowances for work scope will not be allowed unless specifically approved by the owner as appropriate. f) The CM/GC's proposed "self-performed work" shaft be documented in the GMP Proposal with a detailed, quantified and unit priced cost estimate g) Assist the Owner and the Architect as necessary in interfacing with the Building Department and other authorities having jurisdiction over the Project in order to obtain the building permit(s) on a timely basis for the construction activities. The Pre-Construction Services Fixed Fee shat! be stated on the CM/GC Fee Proposal Form ('Exhibit A", item 11) and shalt State the amount of Preconstruction services to be reimbursed if CM/GC is hired for Gonstruction Services. In the event the Project or the CMIGC's services are cancelled for any reason whatsoever, the GM/GC shalt be reimbursed for actual verifiable costs incurred during preconstruction phase services up to the amount stated in the Fee Proposal. 4. CONSTRUCTION SERVICES FEE The CM/GC's Construction Services Fixed Fee shall be based in strict accordance with the attached document titled "CM/GC FEE STRUCTURE." This document shall be attached to the formal Contract Agreement and identified as "Exhibit 8." Alt items checked in the second column identified as "CM/GC Basic Fee" shall be included without exception in Construction Services Fixed Fee. It is specifically intended that alt General Conditions costs, CMlGC's field overhead costs, and CM/GC's overhead and profit margin shat) be included in the Construction Services Fixed Fee. Ail General Conditions and General Requirements for the Project with the exception of the cranes & hoisting shalt be provided and performed by the CM1GC. Assigning any of these costs to Divisions 2 through 16 direct costs is not acceptable. Cost reimbursement will nat be allowed for General Conditions or General Requirements unless specifically provided in the "CM/GC FEE STRUCTURE." The Construction Services Fixed Fee shall be stated on the CM/GC Fee & Proposal Form ("Exhibit A"}. This Fee will not be subject to reductron through the efforts of the design team via design refinement, or by the CMlGC via value engineering, procurement and construction efforts. Abandonment or a significant reduction in the scope or magnitude of the Project would result in a negotiated reduction of the Fee, however. 5. CONSTRUCTION CHANGE ORDER MARK-UP For Owner directed changes to the scope of the work. the CMIGC shad propose a Percentage Fee for additive change orders to the Guaranteed Maximum Price (GMP) Contract amount. Deductive change orders will be credited only the cost of the work. The Construction Change Order Mark-up shall be stated on the CMlGC Fee Proposal Form ("Exhibit A", Item 4). The Owner and the CM/GC shall mutually negotiate the subcontractor and contract supplier change order mark-ups with the various trades after bids have been received. Specify on the CM/GC Fee & Schedule Proposal Form ("Exhibit A", Item 5), the direct cost "free zone" dollar amount (if any} on Owner directed changes for which CM/GC change order mark-up would be exempt. 6. SCHEDULE The final project schedule is not certain at this time; however, it is the Owner's intent to select the Construction Firm by July 10`h, 2008, and to commence Pre-Construction Services immediately. It is anticipated that Construction Services wilt commence approximately September 29th, 2008 and alt components will be completed and ready for owner occupancy by May 31 S`, 2009. 7. BIDDING & CONSTRUCTION CONTINGENCY The CM/GC's contingency shall be used to cover costs of unforeseen job conditions, omissions of the estimate {with the exception of subcontracted work), and discrepancies between subcontractor and supplier scopes of work, which are properly reimbursable as Cost of the Work but are not the basis for a change order. The CM/GG's contingency shall be used with the Owner's concurrence only, which shall not be unreasonably withheld. Requests #or the use of the contingency shat! be submitted by the Gonstruction Firm within ten (10) days of the event caused such Cost of Work to be incurred, or as soon as the need is apparent. The contingency shall not be used for repairing or replacement of the Work due to the Construction Firm's negligence. The balance of the Contingency which has not been expended for the Project according to the procedures set forth herein shall be refunded entirely to the benefit of the Owner, upon final invoicing. The CM/GC Firm shall also provide the Owner documented status of the contingency amount on a monthly basis with each payment application. Specify on the Construction Services Fee Proposal Form ("Exhibit A" Item 6), the percentage rate for contingency that you propose to be applied to your Guaranteed Maximum Price. 8. ADDtTtONAL PROPOSAL RESPONSE REQUIREMENTS a) Provide an organization chart graphically indicating how your firm would staff and structure the proposed team (both in the field and in the office) during the Pre-Construction and Construction phases. 6) Specify on the CMlGC Fee Proposal Form ("Exhibit A", Item 7), the percentage rate that you propose for umbrella and genera! liability insurance. c} Specify an the CM/GC Fee Proposal Form ("Exhibit A", Item 8}, the percentage rate that you propose for builder's risk insurance. d) Specify on the CM1GC Fee Proposal Form ("`Exhibit A", Item 9), the percentage race that you propose for performance and payment bond. e) Provide a list of the trades that you propose to perform with your own forces an this Project. Disclose and explain any additional mark-up for overhead, profit, fee or other margin you would propose or commonly apply to sel#-performed labor and materials. Specify this mark-up on the GMIGC Fee Proposal Form ("Exhibit A", Item 10). f) indicate in your Proposal response how small tools, equipment rental or other similar costs in connection with the CM/GC's "self-performed work" are determined and are proposed to be billed to the Project. g) Provide a detailed line-item cost breakdown of your proposed Construction Services Fixed Fee that clearly illustrates the intent of the CM/GC Fee Structure is entirely included and suf#icient for the Project. 9. CONSTRUCTION CONTRACT The Construction Contract will be in the form of Eagle County's, Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a negotiated Guaranteed Maximum Price", with such modifications and additions as are mutuaNy agreeable to the Owner and the Contractor. A preliminary temptate may be provided upon request from Eagle County's Attorney's Office. In addition, the Contract Documents wUl include without limitation: a} The Request for Qualifications Document. b) This CM/GC Fee Proposal Special Instructions Document. c) Exhibit A. d) Exhibit B. e) The Plans and Specifications as investigated in the Design !Build investigation. (C.D.) f} Addenda, clarifications or attachments to the above, deemed reasonable and necessary by the Owner and Design/Build Firm. g} The Construction Firm's final Guaranteed Maximum Price Proposal once accepted by the Owner. 1t). EXCEPTIONS Note an~and all exceptions or qualifications to these Special Instructions and conditions of the Contract for Construction contemplated for the Project. END ~cHrerr _____~. CM ! GC FEE & SCHEDULE PROPOSAL FORM (~ Pa9e1 Eagle County Recyding Transfer Station Wolcott, Colorado June 27'", 2008 RESPONDENT (FIRM NAME) Shaw Construction LLC Description Proposal 1) Pre-Construction Services Maximum Fees $ 5 , 000 0.10 % 2} General Conditions Fee $ 293,195 5.8b % 3) Construction Services Fixed Fee $ ~ 225,000 4.5 4) Construction Change Order Mark-Up 4.5 °~ 5) Change Order Mark-Up "Free Zone" $ 50 , 000 ti) CM/GC's Contingency Rate 3 % 7) Umbrella & General Liability Insurance Rate 0.737 % 8) Builder's Risk Insurance Rate Assuming No - g~ Com~ustib"1 , 9) Pertormance & Payment Bond Rate 0.96 % 10) Self-Performed Work Administrative Mark- ~ up 0 % 11) If hired for CM/GC Services, Provide the amount of reimbursement for $ 5 , 000 Preconstruction Services Th e respondent acknowledges and agrees that the above stated fees, mark-ups and schedule (as may be subsequently modified by negotiation) shall become conditions of the Contract Agreement. EAGLE COUNTY RECYCLING & TRANSFER STATION QUALIFICATIONS TO THE COST PROPOSAL FORM Shaw Construction submits the proposal with the following clarifications. CM/GC FEE STRUCTURE • Shaw has included all items on the EXHIBIT B Revised 7.2.08, as provided by Eagle County in the General Conditions or CM/GC Basic Fee. Certain Items shown on the EXHIBIT B, are accounted for a little differently as follows: o The following Items are included in Direct Cost of Work instead of CM/GC Basic Fee or General Conditions ^ Item H.14 Field Welding & AISC Bolt Testing (Third party testing is normally by Owner) ^ Item I.15 Fence and Silt Fence (silt fence is normally by earthwork subcontractor and this site may not require a project fence) ^ Item J.6, J.7 and J.8 Temporary electrical service, distribution, wiring and lighting (normally included by Electrical subcontractor) ^ Item J.10 Water Distribution (normally included by Plumbing subcontractor). ^ Item J.12, Gas Distribution (normally included by the Plumbing subcontractor) ^ L.3, L.5 Temporary Enclosures and Temp heat (normally scoped and tracked as a cost of work) ^ R.13 Site Drainage Study is normally an Owner furnished item by the Civil Engineer. EXH18R "EXHIBIT B" 'c `~ 3 ~ ' v ~ ~ c,~o z o t7 e p m p ' > s CM/GC FEE STRUCTURE ~ ~ ~ a n ~ ,' x c7 ~_ ~ c o " ~ Eagle County Recycling Transfer Facility G ~ ~ ~ .: o " ~ n ^` ~ Wolcott, Colorado m ; ~ ~ , Z n A. PROJECT MANAGEMENT 1. Architectural Consultant Selection 2. Civil Consultant Selection x 3. Structural Consultant Selecti x 4. on Mechanical Consultant Selection x 5. Electrical Consultant Selection x 6. S cial Consultant Selection x 7. Review Qesi n Concepts x 8. Deveto Bid Packa es x x x 9. Ske Use Recommendations x 10. Material Selection Recommendations x x 11 Buildi S x x . n stems Recommendations x 12. Buildin E ui ment Recom d ti x men a ons Movable 13. Buildin E ui ment Recom d ti x x men a ons Fixed x 14. Coordinate Owner-Su lied Fi d E i x x xe u ment x 15. Coordinate Owner-Su lied M bl E x x ova e ui ment 16. Construction Feasibili Recommendations x x x 17. Construction Scheduli Recommendations x 18. Life C c!e Costin Ana sis x 19. Informal Value En ineerin x 20. Formal Value En ineerin 21. Ener Use Anal sis 8 Recommendations x 22. Labor Availabili Review Subcontractors x Page 1 of 8 Pas~~ 2 of 8 "EXHIBIT B" ~ ~ ~ ~ v w ao a ~ c o ~ ~ ~ p CM/GC FEE STRUCTURE ~ ~ c .. ~ Q o = a Eagle County Recycling Transfer Facility ~ ~ c ~ ^' Wolcott, Colorado e y ~` 8 . Mechanical $ Electrical Coordinator x x 9 . Safet Mana er 1 Field Audit x x 10 . EEO Officer x x 11 . Human Resources x x 12 . 5ecretariai x x 13 . Preconstructian Services x x 14 . pro ect Estimatin x x 15 . Pro ect Accountin x x 16. Pro'ect Data Processin x x 17. Pro'ect Schedulin x x 18. Pro'ect Purchasin x x 19. Basic L al Services x x 20. Home Office O ratin Ex uses x x 21. Benefits for Above Personnel x x 22. Vacations for Above Personnel x x 23. Bonuses far Above Personnel If An x x G. GENERAL. CONTRACTOR ON-SITE STAFF & SERVICES 1. Pro'ect Mana er s x 2. Pro'ect Su rintendent s x 3. Assistant Su erintendent s x 4. Pro'ect En ineer s x 5. Field En ineer s x 6. Mechanical 8, Electrical Coordinators x 7. Quali Control En ineer As Re wired x 8. Pro'ect Assistant / Clerk I T ist As Re wired x 9. Safe En ineer As R wired x 10. Field Accounti x 11. Data Processin x 12. Field En ineerin & La out x i 3. Re istered Surve or As Re wired x 14. Secun Guard /Watchman Servic e x 15. Ground Trans ortation As R wired x 16. Airline Trans ortation As Re aired x 17. Meals & Lod rn As Re aired x 18. Personnel Movin 8 Relocation Ex ense x 19. Personnel Subsistanee Costs x 20. Benefits for Above Personnel x 21. Vacations for Above Personnel x 22. Bonuses for Above Personnel if An x H. QUALITY CONTROL !WARRANTY 1. I rn fervent & Submit Construction Qualit Contro{ Plan x 2. Q ualit Control Res onsibilit x 3. Qualit Contro! Inspection Res onsibilit x Page 3 of 8 "EXHIBIT B" ~ o n ~ c,w ~ _v ~ W 0o z d o ~ a ~ ~ CMfGC FEE STRUCTURE "' 2 m °' n ~ ~ ~ 3 x o " c, .. w ~ ° a ^* c ~, .. Eagle County Recycling Transfer Facility ~ T ~ . ~ c -w o A "' Wolcott, Colorado ~ w ~ ~ 4 . Field Ins ector 5 . Ins ector's Office x x 6 . Ins actor's Trans ortation 7 . Ins actor's E ui ment x 8 . Testin & Ins ections x 9 . S cial Ins ection Consultants x 10. S iaf Testin Consultants x 11. Concrete Testin x 12. Mason Testin x 13. Cam action Testin x i 4. Field Weldin & RISC Bolted Connection Testin x x 15. Soils {nvesti ations / Geotechniciai Re orts 16. Environmental Testi x 17. Environmental Ins ection x 16. Environmental Cleanu Coordination /Govt Document x 19. S cial Testin Services x 20. Pra'ect Pro ress Photo ra hs x x 2i . Warrant Ins ections Coordination x 22. Air 8~ Water Balancin x 23. O erator On-Site Trainin 24. Pre are O eration Manuals x 25. Pre are Maintenance Manuats x 26. Pre are Preventive Maintenance Manual x 27. Dru Testin 8 Screenin Field Personnel x 28. Warran Ins ections Coordination x x 29. Warrant Service Cosf Reserves x 3p. Pre are Punch Lists x 31. A rove Punch List s) x x 1. TEMPORARY FACIti.lTIES t . Tem orar Field Office Facilit x 2. Field Office Furniture & E ui ment x 3. Field Office Co +er s x 4. Field Office Fax Machine s} x 5. Field Office Com afar s & Software x 6. Field Office Sup lies x 7. CMJGC's Stora a Trailers ~ Sheds x 8. Field Office E ui ment Maintenance & Re airs y, 9. A rchitect ! En sneer Tem rar Office x 10. P ro'ect Sin x 11. D irectional t Warnin Si ns x i2. B ulletin Boards x 13. P otable Onnkin Water ! Ice J Cu s x 14. T em rar To+leis J Sanity Sewer x 15. Tem orar Construction Fencin !Silt Fencin x Page 4 of 8 "EXHIBIT B" ~ ~ ~ 3 ~ ~ o m~ ao ~` ao `` Z ~ n ~ ^~ ~ ~ ~ CM/GC FEE STRUCTURE 0D ~ ~ ~ m ~` M s ~ ,~ ~ o. o ' Eagle County Recycling Transfer Facility o ~ ~ ~ ~ c " ~ ~ Wolcott, Colorado o ~ ~ ~ n 16. Barricades x 17. Covered Walkwa s x 18. Safet E ui ment 19. First Aid Station & Su ties x x x 2D. Handrails /Toe Boards ! O en~n Protection x 21. Safe Nets x 22. Tem ra Stairs x 23. Fire Extin uishers x 24. Fla man /Traffic Control x 25. Job Hautin Char es x J. TEMPORARY UTILITIES 1. Tem Tele hone Install E ui ment 8 Months Fee x 2. Tele hone Ex ense Lon Distance Char es x 3. Tele hone Ex ense Internet Char es x 4. Cellular Phone Char es x 5. Arch ! En r Tele hone Char es Local Calls 6. Tem ora Electrical Service !Distribution x T. Tem ora Electrical Wirin & Li htin x t3. Li htbulbs &Tem Electrical Maintenance x 9. Electrical Power Consum lion Ex ense x 10 Tem ora W t S i x . er a erv ce /Distribution x 11. Tem ora Water Consum lion Ex ense 12. Tem ora Gas Service /Distribution x x 13. Tem ora Gas Service Consum lion Ex nse x 14. Tem ora Heatin Service Permanent S stem x K. CLEAN-UP 1. Dail Clean-U x 2. Final Clean-U x 3. Final Glass Cleanin x 4. Debris Hautin Removal x 5. Trash Chutes x 6. Trash Oum sters x 7. Qum Permits & Fees x t3. Dust Control x L. WEATHER PROTECTION !TEMPORARY HEATING 1. Remove Snow & ice Site 2. Remove Snow & Ice Buddin s x 3. Tem ora Enclosures Buildin s x x 4. Tem ra Weather Protection for Sub Trades 5. Tem orar Heatin E ui ment for Sub Trades x x 6 Tem ora Field Office Heatin Ener Cost x I 7. Fuel Cost far Heatin Permanent Heat S stem x Page 5 04 8 "EXHIBIT B" ~ ~ O v ~ rA m z D °~ o ~ ~ .+ ~ A ~ CMIGC FEE STRUCTURE ~ m °0 _ ~ A ~ ~ x o ~ ~ " n ~ ~ ^' c~ Eagle County Recycling Transfer Facility ._~ C ~ A ~ ~ U. O ~ '"` o o •~- d ~ ^' Wolcott, Galorada ~ ^ x 8. Permanent Heat S stem Filter Re lacement 9. Maintenance Cost Permanent Heat S stem x 10. Warran Cast Permanent Heat S stem x 11. Tem ora Heat Ener /Fuel x x M. ON-SITE EQUIPMENT !HOISTING 1. Automobiles i3< Fuel x 2. Pick-U Trucks $ Fuel x 3. Tires 8 Maintenance Cost for CM/GC E ui merit x 4. Hoistin E ui merit 8 Fuel 5. Mobile Crane s x 6. Material/Personnel Hoists x 7. Crane & Hoist O rator s x 8. Tem ra Elevator Cab Protection x 9. Tem ora Elevator Maintenance Char es x 10. 2-Wa Radia E ui ment x x N. SMALL TOOLS & EXPENDABLE SUPPLIES 1. Small Tools CM/GC's Onl x 2. Ex endable Su lies CM/GC's Onl x O. LEED CERTIPICATtON 1. MR2.1 Const Waste Man ement, Satva ar Re cte 50% 2. MR2.2 Cosst Waste Maria ement, Salva Additional 25°~ x x 3. MR5.1 Local/Re tonal Materials, 20% ManufacturedLocall 4. MR5.2 LocallRe tonal Materials, 10% Harvested Locall x 5. iAQ3.1 Construction IAQ Maria ement Pian, Const x 6. IAQ4.1 Low-Emittin Materials. Adhesives 8 Sealants x 7. IAQ4.2 Low-Emittin Materials, Paints x 8. IAQ4.3 Low-Emittin Materials, Car et x 9. IAQ4.4 Low-Emittin Materials, Com osite Woad x x P. DOCUMENT REPRODUCTION /PRINTING 1. Cost Stud Drawi s & S ecifications 2. Bid Packs a Drawin s & 5 ecifications x 3. Construction Drawin s & S ecifications 30 Sets Max x . 4. Subcontractor ! Su tier Pre ualit"ication Forms x x x 5. Biddin Instructions x x - 6. Posts e ~ Ex ress Deliver Costs x x 7. Subcontract & Su tier Contract A reement Farms x x 8. Sho Drawin Re roduction x 9. Pnntin 8 Du iication Ex rise (Miscellaneous x x 10. As-Built Documents Mark-ups & Recordin x 11. As-Built Documents Computer Aided Draftin 12. As-Built Documents (Printmq) x Page S of 8 "EXHIBIT B" ~ ~ n ~ c>' a ~ ~ ao `~ oil ~` Z N n >y n 3 ~ 3 CM/GC FEE STRUCTURE ~ °° o ~° ~"' ~ o f7 fA. ~ "~' ~ C~1 Eagle County Recycling Transfer Facility ._+, O ~ ~ ~ ~ ~ '" c ~ w Wolcott Colorado ~ y ~ , 13 . Maintenance Manuals From Subs 14 . O eration Manuats From Subs x 15 . Estimatin Forrns x x x 16 . Schedule Re ort Forms x x 17 . Accountin Forms x x 18 . Field Re rtin Forms x 19 . Cost Re ortin Forms x 20 . 5 ecial Forms x x Q. INSURANCE S BONDS 1. Buitder's Risk Insurance x 2. Builder's Risk Deductabie 3. S cial Insurance -Earth uake x 4. S ecial Insurance -Fire x S. S ecial Insurance -Flood x 6. S ecial Insurance -Machine 8~ E ui ment x x 7. General Liabdi insurance 8. Umbrella Liabiiit tnsurance x 9. Excess Liabiiit Insurance x 10. Com leted Products tnsurance x 11. Professional Liabiii Insurance x 12. Workman's Com ensation insurance CM/GG` x s OnI x x 13. FICA 1 Medicare Insurance CM/GC's Onl x x 14. Federal Unem to ment tnsurance CM/GC' s Oni x x 15. State Unem to ment Insurance CM/GC' O l s n x x 16. Performance Bond 17. Pa men[ Bond x 18. Subcontractor ~ Su {ter Sonds x x R. PERMITS & FEES 1. Foundation Permit 2. Su erstructure Permit x 3. Buildin Permit (General x 4. Mechanical Buildin Permit x 5. Electrical Buildin Permit x 6. P4an Check Fees x 7, Street Use Permit x 8. Curb & Gutter Permit x 9. - Sidewalk Permit x 10. L andsca a Permit x 11. Street (Curb Desi n Char e x 12. S i n Permits x 13. S ite Draina Stud x 1 A. S ite Draina a Permit x 15. U ti4it Develo meat Fees x - x rage 7 of 8 " " ~ ~ c'>! v no ~ ao z EXHIBIT B o ~ m ~ D CM/GC FEE STRUCTURE ~ d o ~ ~ ~ w ~ ~ Eagle County Recycttng Transfer Facility 7 ~ ~ ~ a ~ ~ ~i~ Wolcott, Colorado m ~' ~ n 16. Plant Investment Fees x 17. Electrical Prima Construction Fee x 18. Water Service Construction Fee x 19. Gas Service Construction Fee x 20. Water Ta ins ection Fee 21. Sanitar Ta Ins ection Fee x x 22. Storm Ta Ins ection Fee x 23. S cial Ta Fees x 24. Contractor's Licenses x 25. Zonin Fees x 26. Construction E ui ment Licenses x 27. Construction E ui ment Permits x S. OTHER C05TS 1. Safes & Use Taxes As R wired x 2. Construction Labor Costs x 3. Cons#ruction Material Costs x 4. Construction E ui ment Costs x 5. Cost of Desi n & En ineerin x 6. A!E Cost.for Bid Parka es x 7. Prelimina Soils tnvesti ation x 8. Title / Develo meet Cost x 9. Land Costs x 10. Financin /Interest Gast x 11. Interim Financin Costs x 12. Buildin O ration After Move-ln x 13. Buildin Maintenance After Move-In x 14. FF&E Coordination Services x 15. Owner Movin Transition Manual x 16. Owner Movin Costs x 17. GMP Financial Res onsibilities x 1$. Preconstruction Services x 19. Construction Mana ement Services x 20. Guaranteed Maximum Price Pro osal x 21. Weelk Pro'ect Team & Subcontractor Meetin s x 22. Weelk Pro'ect Meetin Minutes & Distribution x 23. CM/GC Overhead Cost x x 24. CM/GC Profit & Mar in _ " W_ Y x Page 8 of 8