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HomeMy WebLinkAboutC10-246 Stan Miller Inc Agreement AGREEMENT
FOR
GYPSUM TO DOTSERO TRAIL PROJECT
THIS AGREEMENT is dated as of the /O day of , e 010, by and between Eagle County,
Colorado, a body corporate and politi , acting by and through its B d of County Commissioners
(hereinafter called "Owner "), and SVil Y 11L1 (-Wr tArib (hereinafter called "Contractor ").
Owner and Contractor, in consideration of the mutual covenants set forth, agree as follows:
ARTICLE 1 - WORK
Contractor shall complete all work as specified or indicated in the Contract Documents ( "Work "). The Work
is generally described as Gypsum Dotsero Trail Project as specified in the Bid Documents and Plan Set,
attached hereto and incorporated by this reference.
ARTICLE 2 - OWNER'S REPRESENTATIVE
The Project is under the authority of the ECO Trails Department, the Manager of which, or his designee,
shall be Owner's liaison with Contractor with respect to the performance of the Work.
ARTICLE 3 - CONTRACT TIME
3.1 The Work will be completed and ready for final payment in accordance with the Contract
Documents on or before October 15, 2010.
3.2 LIQUIDATED DAMAGES: Owner and Contractor recognize that time is of the essence of this
Agreement and that Owner will suffer financial loss if the Work is not substantially complete within
the time specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with
the General Conditions. They also recognize the delays, expense, and difficulties involved in
proving a legal or arbitration preceding the actual loss suffered by Owner if the Work is not
substantially complete on time. Accordingly, instead of requiring such proof, Owner and
Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay
Owner Three Hundred dollars ($300.00) for each day that expires after the time specified in
paragraph 3.1 for completion until the Work is complete.
ARTICLE 4 - CONTRACT PRICE
4.1 The funds appropriated for this project are equal to or in excess of the contract amount.
Owner shall pay Contractor for performance of the work in accordance with the
Contract Documents in current funds as follows:
C10 -24(P
GYPSUM TO DOTSERO PHASE I TRAIL
Item
# Descri 1 tion Unit Quantit Unit Price Total
01 Mobilization LS 1 23,073.64 23,073.64
02 Construction Fence LF 475 1.13 536.75
03 Erosion Lo: (8 inch) LF 2625 1.83 4,803.75
04 Erosion Fence LF 400 1.14 456.00
Boulder Wall per Plan Sheets C1 -C3,
05 includin: 6" embedment SF 3454 10.75 37,130.50
06 Trail Excavation per Plan Sheets Cl-C3 CY 316 6.37 2,012.92
Trail Embankment (Fill) per Plan Sheets
07 C1 -C3, 3" minus import CY 134 36.24 4,856.16
08 Trail Excavation, all remainin: CY 128 7.69 984.32
Trail Embankment (Fill), 3" minus
09 im all remainin: CY 356 36.30 12,922.80
Boulder Wall, all remaining, including
10 6" embedment SF 1297 10.78 13,981.66
Pedestrian Railing (Wood Dowel), all
11 sections LF 400 13.52 5,408.00
12 Wire fence backin:, install only LF 250 1.54 385.00
Concrete Low Water Crossing, concrete,
4 "depth as 2 CY and riprap, 12 to 8 inch,
13 2 CY, all work LS 1 915.58 915.58
Repair Drainage Swale, Sta 28 +00, rip
14 ra fabric, all work LF 60 45.07 2,704.20
15 BLM Drivewa , 6 CY RAP and all work LS 1 595.98 595.98
Class 6 Basecourse, 12' wide platform,
4 "depth under asphalt, and 3" shoulder
16 depth TN 1683 19.17 32,263.11
17 Hot Mix Asphalt, 3" de. th TN 935 85.53 79,970.55
Final grading, match shoulders to
18 finished : ade, native material CY 283 22.66 6,412.78
19 Seedin: (seed, fertilizer and mulch) AC 2 6,818.99 13,637.98
20 To soil, imp orted, 4" installed CY 92 46.04 4,235.68
21 Muck Excavation, removal of unsuitable CY 2 191.25 382.50
20 Restoration Area Sta 10 +00, all work SF 6000 0.95 5,700.00
21 Remove and Replace Sins EA 5 69.83 349.15
22 R . - dL.a gaula fflLyUt��fiF ..' .1 1 LF 400 2.53 1,012.00
23 18" Corrusated Metal Pi with 2 FES LF 20 57.36 1,147.20
24 Remove and Replace Bollards LS 1 7,334.87 7,334.87
25 Material Testin: and Ins pection LS 1 2,924.65 2,924.65
26 Traffic Control LS 1 1,858.12 1,858.12
TOTAL BID -- 267,995.85
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4.2 Owner shall pay Contractor for performance of the Work in accordance with the Contract
Documents.
4.3 Pursuant to the provisions §24 -91- 103.6, C.R.S., and notwithstanding anything to the contrary
contained elsewhere in the Contract Documents, no change order or other form of order or directive
by Owner, and no amendment to this Agreement, requiring additional compensable work to be
performed which work causes the aggregate amount payable under the Agreement to exceed the
amount appropriated for the original Agreement, shall be of any force or effect unless accompanied
by a written assurance by Owner that lawful appropriations to cover the costs of the additional work
have been made or unless such work is covered under a remedy - granting provision in the
Agreement.
4.4 The Board of County Commissioners for Eagle County is a governmental entity. All obligations
beyond the current fiscal year are subject to funds being budgeted and appropriated.
ARTICLE 5 - PAYMENT PROCEDURES
Contractor shall submit Applications for Payment in accordance with the General Conditions. Applications
for Payment will be processed as provided in the General Conditions.
5.1 PROGRESS PAYMENTS: Owner shall make monthly progress payments on account of the
Contract Price on the basis of Contractor's Applications for Payments, as provided below. All
progress payments will be on the basis of the progress of the Work.
5.1.1 Prior to Completion, progress payments will be in an amount equal to:
(a) 90% of the Work completed until fifty percent (50 %) of the Work is performed, after
which no additional retaining shall be withheld, and
(b) 90% of materials and equipment not incorporated in the Work but delivered and suitably
stored, less in each case the aggregate of payment previously made.
5.1.2 Progress payments and retained funds shall occur in compliance with Paragraph 19 of the General
Conditions attached hereto and C.R.S. §24 -91 -103. The Owner shall authorize partial payments of
properly requested amounts of at least ninety percent of the calculated value of the work completed
until fifty percent of the work required under the Agreement has been performed. Thereafter, the
Owner shall authorize partial payments of any other properly requested amounts without retaining
additional funds if, in the opinion of the Owner, satisfactory progress is being made in the work.
The withheld amounts of the contract price will be retained by the Owner until the contract is
completed satisfactorily and accepted by the Owner.
5.2 FINAL PAYMENT: Upon final completion and acceptance in accordance with the General
Conditions, Owner shall pay the remainder of the Contract Price. The final payment shall not be
made until after final settlement of this contract has been duly advertised at least ten days prior to
such final payment by publication of notice thereof at least twice in a public newspaper of general
circulation published in Eagle County, and the Board of County Commissioners has held a public
hearing, thereupon and complied with the C.R.S. §38 -26 -107. Final payment shall be made in
accordance with the requirements of the aforesaid statute.
3
ARTICLE 6 - CONTRACTOR'S REPRESENTATIONS
In order to induce Owner to enter into this Agreement Contractor makes the following representations:
6.1 Contractor has familiarized himself with the nature and extent of the Contract Documents, Work,
locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and
regulations that in any manner may affect cost, progress, or performance of the Work.
6.2 Contractor has made, or caused to be made, examinations, investigations, and tests and studies of
such reports and related data as he deems necessary for the performance of the Work at the Contract
Price, within the Contract Time, and in accordance with other terms and conditions of the Contract
Documents; and no additional examinations, investigations, tests, reports, or similar data are, or will
be required by Contractor for such purposes.
6.3 Contractor has correlated the results of all such observations, examinations, investigations, tests,
reports, and data with the terms and conditions of the Contract Documents.
6.4 Contractor has given Owner written notice of all conflicts, errors, or discrepancies that he has
discovered in the Contract Documents and the written resolution thereof by Owner is acceptable to
Contractor.
6.5 In performing the work under this Agreement, the Contractor acts as an independent contractor and
is solely responsible for necessary and adequate worker's compensation insurance, personal injury
and property damage insurance, as well as errors and omissions insurance. The Contractor, as an
independent contractor, is obligated to pay federal and state income tax on moneys earned. The
personnel employed by the Contractor are not and shall not become employees, agents or servants
of the Owner because of the performance of any work by this Agreement.
ARTICLE 7 - CONTRACT DOCUMENTS
The Contract Documents which comprise the entire Agreement are made a part hereof, and consist of the
following:
7.1 This Agreement
7.2 Contractor's Bid Form
7.3 Bid Documents including Invitation to Bid, Instructions to Bidders and Special Instructions to
Bidders
7.4 Plan Set
7.5 Addendum(s) 1, 2 and 3
7.6 Performance and other Bonds
7.7 Notice of Award and Notice to Proceed
4
7.8 General Conditions (Pages 9 to 15, inclusive)
7.9 Any modification, including Change Orders, duly delivered after execution of Agreement
The parties acknowledge and agree that the terms and conditions of this Agreement (7.1) and the General
Conditions (7.5) attached hereto, shall supersede and control over any inconsistent or contrary provision in
any other attachment or agreement
There are no Contract Documents other than those listed above in this Article 7. The Contract Documents
may only be altered, amended, or repealed by an executed, written amendment to this Agreement.
ARTICLE 8 - BONDS
Not later than five business days following the execution of this Agreement, Contractor shall deliver to the
Owner the bonds required by the Contract Documents, and, notwithstanding anything to the contrary
contained in the Contract Documents, Owner shall have no liability or obligation hereunder unless and until
the bonds have been so delivered.
ARTICLE 9 - MISCELLANEOUS
9.1 No assignment by a party hereto of any rights under, or interests in the Contract Documents will be
binding on another party hereto without the written consent of the party sought to be bound; and
specifically, but without limitation, moneys that may become due and moneys that are due may not
be assigned without such consent (except to the extent that the effect of this restriction may be
limited by law), and unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility
under the Contract Documents.
9.2 Owner and Contractor each binds himself, his partners, successors, assigns and legal representatives
to the other party hereto, in respect to all covenants, agreements, and obligations contained in the
Contract Documents.
9.3 ATTORNEY'S FEES: In the event of litigation between the parties hereto regarding the
interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if
suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought
for injunction or specific performance, then and in such events, the prevailing party shall recover all
reasonable costs incurred with regard to such litigation, including reasonable attorney's fees.
9.4 APPLICABLE LAW: This Agreement shall be governed by the laws of the State of Colorado.
Jurisdiction and venue of any suit, right, or cause of action arising under, or in connection with this
Agreement shall be exclusive in Eagle County, Colorado.
9.5 INTEGRATION: This Agreement supersedes all previous communications, negotiations and/or
contracts between the respective parties hereto, either verbal or written, and the same not expressly
contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are
no representations about any of the subject matter hereof except as expressly set forth in the
Contract Documents.
5
9.6 NOTICE: Any notice and all written communications required under this Agreement shall be (i)
personally delivered, (ii) mailed in the United States mails, first class postage prepaid, or (iii)
transmitted by facsimile machine together with a hard copy conveyed by delivery or mail, to the
appropriate party at the following addresses:
County:
With a copy to:
Board of County Commissioners ECO Trails
Eagle County, Colorado PO Box 1070
P. O. Box 850 Eagle, CO 81637
Eagle, CO 81631 Telephone: (970) 328 -3523
Telephone: (970) 328 -8605 Fax: (970) 328 -3539
Fax: (970) 328 -7207
Contractor:
Stan Miller, Inc.
PO Box 804
Breckenridge, CO 80424
Telephone: (970) 453 -6095
Fax: (970) 453 -6573
Mailed notices will be deemed given three business days after the date of
deposit in a regular depository of the United States Postal Service, and Fax
notices will be deemed given upon transmission, if during business hours, or the
next business day. Either party can change its address for notice by notice to
the other in accordance with this paragraph.
9.7 PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES:
Provision Mandated by House Bill 1343: If Consultant has any employees or subcontractors,
Consultant 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, Consultant certifies that it does not
knowingly employ or contract with an illegal alien who will perform under this Contract and that
Consultant will participate in the E -verify Program or other Department of Labor and Employment
program ( "Department Program ") in order to confirm the eligibility of all employees who are newly
hired for employment to perform work under this Contract.
A. Consultant 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 the Consultant that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform
work under the public contract for services.
B. Consultant has confirmed the employment eligibility of all employees who are newly hired
for employment to perform work under this Contract through participation in the E -verify
6
Program or Department Program, as administered by the United States Department of
Homeland Security. Information on applying for the E -verify program can be found at:
http: / /www.dhs.gov /xprevprot /programs /gc 1185221678150. shtm
C. Consultant shall not use either the E -verify program or other Department Program procedures
to undertake pre - employment screening of job applicants while the public contract for
services is being performed.
D. If Consultant obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an illegal alien, the Consultant
shall be required to:
(i) Notify the subcontractor and the County within three days that the Consultant 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 the
Consultant 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.
E. The Consultant 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).
F. If Consultant 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, the Consultant shall be liable for actual and consequential damages to the
County as required by law.
G. The County will notify the office of the Colorado Secretary of State if Consultant violates this
provision of this Contract and the County terminates the Contract for such breach.
9.8 This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Colorado. The Parties agree that venue in any action to enforce or interpret this agreement shall be
in the District Court in the 5 District for the State of Colorado.
7
IN WITNESS WHEREOF, the parties have executed this Agreement this /(; day of
crier ,1 --, 2010.
;J
EAGLE COUNTY, COLORADO
By and through its Board of County
Commissioners
ATTEST
B y e
Clerk of the Board o * * . a J. Fisher
County Commissioners °toA hairman
"Contractor ":
Stan Miller, Inc.
By:
STATE OF COLORADO )
ss:
County of Summit )
The foregoing instrument was acknowledged before me by Kurt W. Miller Secretary /Treasurer
this
6th , day of August , 2010.
of Stan Miller, Inc.
- P RY p >
My commission ex.' - • 15 Jan - 2013 /N - '•
■
sus
N snu u
Notary Public ' I • a • •. / 0 ;
CO =O
8
GENERAL CONDITIONS
1. Contractor shall provide and pay for labor, materials, equipment, tools, utilities, permits, licenses,
transportation, and other facilities and services necessary for proper execution and completion of the
Work.
2. If Contractor fails to obtain the tax exemption(s) applicable to public works projects from sales,
consumer, use and similar taxes, Contractor shall pay the same. Owner will cooperate with
Contractor to obtain tax exemption for this project.
3. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature
and location of the Work, and the general and local conditions which can affect the Work or the cost
thereof. Any failure by Contractor to do so will not relieve him from responsibility for successfully
performing the Work without additional expense to the Owner. Owner assumes no responsibility for
any understanding or representations concerning conditions made by any of its officers, employees or
agents prior to the execution of this Agreement, unless such understanding or representations are
expressly stated in the Agreement.
4. Before commencing activities, Contractor shall: (1) take field measurements and verify field
conditions; (2) carefully compare this and other information known to Contractor with the
Agreement; and (3) promptly report errors, inconsistencies or omissions discovered to Owner.
5. Contractor shall supervise and direct the Work, using Contractor's best skill and attention. Contractor
shall be solely responsible for and have control over construction means, methods, techniques,
quality, sequences and procedures, and for coordinating all portions of the Work.
6. Contractor, as soon as practicable, shall furnish in writing to the Owner the names of subcontractors
and suppliers for each portion of the Work.
7. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the
progress of any portion of the Work, unless such hindrance or delay is caused in whole or in part by
acts or omissions within the control of Owner. In any event, Owner may grant an extension 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 Owner,
provided that such extensions of time shall in no instance exceed the time actually lost to Contractor
by reason of such causes, and provided further that Contractor shall have given Owner immediate (as
determined by the circumstances, but not exceeding 48 hours) 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 shall comply with and give notices required by all federal, state and local laws, statutes,
ordinances, building codes, rules and regulations applicable to the Work. If the Contractor performs
Work knowing it to be contrary to laws, statutes, ordinances, building codes, rules or regulations
without notice to Owner, Contractor shall assume full responsibility for such Work and shall bear the
attributable costs. Contractor shall promptly notify Owner in writing of any conflicts between the
specifications for the Work and such governmental laws, rules and regulations.
9
10. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions
and programs, including all those required by law in connection with performance of the Agreement.
The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the
Contractor, or by anyone for whose acts the Contractor may be liable.
11. Contractor shall keep the premises /work site and surrounding area free from accumulation of debris
and trash related to the Work.
12. Contractor shall furnish performance and payment bonds, each in an amount at least equal to the
contract price as security for the faithful performance and payment of all Contractors' obligations
under the contract documents. These bonds shall remain in effect at least until two years after the
date of final payment, except as otherwise provided by law. Contractor shall also furnish other bonds
as are required by the supplementary conditions. All bonds shall be in forms satisfactory to Owner,
and be executed by such sureties as (a) are licensed to conduct business in the state where the project
is located, and (b) are named in the current list of "Companies Holding Certificates of Authority as
Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in
Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All
bonds signed by an agent must be accompanied by a certified copy of the authority to act.
If the surety on any bond furnished by Contractor is declared bankrupt, or becomes insolvent, or its
right to do business is terminated in any state where any part of the project is located, or it ceases to
meet the requirements of clauses (a) and (b) of the preceding paragraph, Contractor shall within five
days thereafter substitute another bond and surety, both of which shall be acceptable to Owner.
13. Contractor shall be solely responsible for the protection of the Work until its final acceptance by
Owner. Contractor shall have no claim against Owner because of any damage or loss to the Work,
and shall be responsible for the complete restoration of damaged Work to its original condition. In
the event Contractor's Work is damaged by another party, not under his supervision or control,
Contractor shall make his claim directly with the party involved. If a conflict or disagreement
develops between Contractor and another party concerning the responsibility for damage or loss to
Contractor's Work, such conflict shall not be cause for delay in Contractor's restoration of the
damaged Work.
14. Contractor's Insurance:
The Contractor shall purchase and maintain such insurance as will protect him from claims set forth
below which may arise out of or result from the Contractor's operations under the contract, whether
such operations be by himself, or by any subcontractor, or by anyone directly or indirectly employed
by any of them, or by anyone for whose acts any of them may be liable. All such insurance shall
remain in effect until final payment, and at all times thereafter when Contractor may be correcting,
removing, or replacing defective Work. In addition, Contractor shall maintain such completed
operations insurance for at least two years after final payment, and furnish Owner with evidence of
continuation of such insurance at final payment and one year thereafter.
Insurance coverage 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;
10
Claims for damage because of bodily injury, occupational sickness or disease, or death of his
employees, and claims insured by usual personal injury liability coverage;
Claims for damage because of bodily injury, sickness, disease, or death of any person other than his
employees; and
Claims for damages because of injury to or destruction of tangible property, including loss of use
resulting there from;
Contractor's Liability Insurance issued to and covering the liability for damage imposed by law upon
the Contractor and each subcontractor with respect to all Work performed by them under the
Agreement;
Contractor's Protective Liability Insurance issued to and covering the liability for damages imposed
by law upon the Contractor and each subcontractor with respect to all Work under the Agreement
performed for the Contractor by subcontractors.
Completed Operations Liability Insurance issued to and covering the liability for damage imposed by
law upon the Contractor and each subcontractor arising between the date of final cessation of the
Work, and the date of final acceptance thereof out of that part of the Work performed by each.
Comprehensive Automobile Insurance.
All liability and property damage insurance required hereunder shall be Comprehensive General and
Automobile Bodily Injury and Property Damage forms of policies, as the case may be.
The Contractor shall in addition, and in the amounts required under the above, obtain protective
Liability Insurance issued to and covering the liability for damages imposed by law upon the Owner
with respect to all operations under the construction contract by the Contractor or his subcontractors,
including omissions and supervisory acts by the Owner.
Builder's Risk Insurance: Insofar as the Work to be performed under this contract consists entirely of
new construction removed and separated from any existing facility used by Owner, Contractor shall
procure and maintain, for the duration of the Work of this project, Builder's Risk Insurance, including
the perils of fire, extended coverage (loss due to vehicles, explosion, wind, flood, riot, etc.),
vandalism and malicious mischief, and special extended coverage (loss due to falling objects,
collapse, water damage from faulty or leaking systems, etc.) in the full amount of the contract price
plus the cost of authorized extras. Said amount of insurance coverage shall be considered to cover
the insurable value of the Work under this contract which is considered not to exceed one hundred
percent (100 %) of the amount of this contract and authorized extras. Such policy shall not insure any
tools or equipment, or temporary structures erected at the site and belonging to any person or persons,
or their subcontractors who are obliged by contract with the Owner to do Work on the projects.
Comprehensive Risk Policy Option: In lieu of the several policies specified for Contractor's Liability
Insurance, a comprehensive liability and property damage insurance policy inclusive of all the
insurance and requirements herein set forth, subject to the approval of the Owner, will be permissible.
Insurance covering claims for damages to persons or property shall at a minimum provide coverage
of the larger of (i) $500,000 each person/$1,000,000 each occurrence, for bodily injury and $600,000
each occurrence for property damage , (ii) the maximum liability of a local government provided in
11
the Colorado Governmental Immunity Act, 24 -10 -101, et seq., CRS (1973) as that may be amended
from time -to -time, or (iii) such greater amount(s) as may be required by law.
Insurance shall be placed jointly in the names of the Owner, Contractor, and any and all
subcontractors, and any and all others obliged by contract with the Owner to do Work on this project,
and, at the Owner's option, any other person or persons whom the Owner deems to have an insurable
interest in said property, or any part thereof, payable as their several interests may appear. Any
proceeds obtained from insurance provided for by this paragraph shall be paid to and held by the
Owner as trustee. The Owner shall have the right to withhold payment of such proceeds until such
time as the Work destroyed or damaged and covered by such insurance shall be reconstructed and
shall pay such proceeds on an installment basis similar to that provided for by progress payments
covering the original Work.
Certificates of Insurance: Certificates of Insurance acceptable to the Owner shall be filed with the
Owner prior to commencement of the Work. These Certificates shall contain provisions naming the
Owner as an additional insured under Contractor's insurance, as more fully required by the General
Conditions herein, and that coverage afforded under the policies will not be cancelled until at least
thirty days prior written notice has been given the Owner. Contractor and his subcontractors shall not
permit any of his subcontractors to start Work until all required insurance have been obtained and
certificates with the proper endorsements have been filed with the Owner. Failure of the Contractor
to comply with the foregoing insurance requirements shall in no way waive the Owner's rights
hereunder.
15. Owner, at its option, may purchase and maintain such liability insurance as will protect him against
claims which may arise from operations under this contract. Purchasing and maintaining such
insurance, however, will not relieve the Contractor from purchasing and maintaining the insurance
hereinbefore specified.
16. Before permitting any of his subcontractors to perform any Work under this contract, Contractor shall
either (a) require each of his subcontractors to procure and maintain during the life of his
subcontracts, Subcontractor's Public Liability and Property Damage Insurance of the types and in the
amounts as may be applicable to his Work, which type and amounts shall be subject to the approval
of the Owner, or (b) insure the activities of his subcontractors in his own policy.
17. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Owner, its
board, commissioners, employees and the agents of any of them, from and against claims, damages,
losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from
performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily
injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the
Work itself) including loss of use resulting there from, but only to the extent caused in whole or in
part by negligent acts or omissions of the Contractor, a subcontractor, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, regardless of whether or not such
claim, damage, loss or expense is caused in part by a party indemnified hereunder.
18. After execution of the Agreement, changes in the Work may be accomplished by Change Order or by
order for a minor change in the Work. Owner, without invalidating the Agreement, may order
changes in the Work within the general scope of the Agreement consisting of additions, deletions or
other revisions.
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a. No Change Orders or other form of order or directive which requires additional compensable
work to be performed may be issued or be effective unless accompanied by a written
assurance to the Contractor that lawful appropriations to cover the costs of the additional
work have been made.
b. A Change Order shall be a written order to the Contractor signed by Owner to change the
Work.
c. Owner will have authority to order minor changes in the Work not involving changes in the
Contract Price or the Contract Time. Such changes shall be written orders and shall be
binding on the Contractor and Owner. Contractor shall carry out such written orders
promptly.
19. Progress Payments:
If the project is subject to progress payments, not more often than once a month, Contractor shall
submit to Owner an application for payment filled out and signed by Contractor covering the work
completed as of the date of the application, and accompanied by such supporting documentation as
Owner may reasonably require. If payment is requested on the basis of materials and equipment not
incorporated in the work, but delivered and suitably stored at the site or at another location agreed to
in writing, the application for payment shall also be accompanied by such data, satisfactory to Owner,
as will establish Owner's title to the material and equipment, and protect Owner's interest therein,
including applicable insurance. Each subsequent application for payment shall include an affidavit of
Contractor stating that all previous progress payments received on account of the work have been
applied to discharge in full all of Contractor's obligations reflected in prior applications for payment.
The amount of retainage with respect to progress payments will be as stipulated in the Agreement.
Owner will, within ten days after receipt of each application for payment, either indicate in writing a
recommendation of payment, or return the application to Contractor indicating in writing its reasons
for refusing to recommend payment. In the latter case, Contractor may make the necessary
corrections and resubmit the application. Owner shall, within twenty days of recommendation of
payment, pay Contractor the amount recommended.
20. Final Payment:
Upon written notice from Contractor that the work is complete, Owner will make a final inspection
with Contractor, and will notify Contractor in writing of all particulars in which this inspection
reveals that the work is incomplete or defective. Contractor shall immediately take such measures as
are necessary to remedy such deficiencies. Defects are those identified by an Eagle County
Official(s) and shall be judged on quality by that Official(s).
After Contractor has completed all such corrections to the satisfaction of Owner, and delivered all
maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection,
marked -up record documents or as -built drawings covering all of the Work, Contractor may make
application for final payment following the procedure for progress payments. The final application
for payment shall be accompanied by all documentation called for in the contract documents, and
such other data and schedules as Owner may reasonably require, together with complete and legally
effective releases or waivers (satisfactory to Owner) of all liens arising out of, or filed in connection
with the work. In lieu thereof, and as approved by Owner, Contractor may furnish receipts or
releases in full; an affidavit of Contractor that the releases and receipts include all labor, services,
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material, and equipment for which lien could be filed, and that all payrolls, material, and equipment
bills, and other indebtedness connected with the work, for which Owner or his property might in any
way be responsible, have been paid or otherwise satisfied; and consent of the surety, if any, to final
payment. If any subcontractor, manufacturer, fabricator, supplier, or distributor fails to furnish a
release or receipt in full, Contractor may furnish a bond or other collateral satisfactory to Owner to
indemnify Owner against any lien.
21. Final payment shall not become due until Contractor submits to Owner releases and waivers of liens,
and data establishing payment or satisfaction of obligations, such as receipts, claims, security
interests or encumbrances arising out of the Work. Final payment is subject to the Final Settlement
requirements and time periods set forth in C.R.S. §38 -26 -107.
22. Contractor warrants and guarantees that title to all work, materials, and equipment covered by any
application for payment, whether incorporated in the project or not, will pass to Owner at the time of
payment free and clear of all liens, claims, security interests, and encumbrances (in these General
Conditions referred to as "Liens ").
23. Contractor's obligation to perform and complete the Work in accordance with the contract documents
shall be absolute. Neither the recommendation of any progress or final payment nor the payment by
Owner to Contractor under the contract documents, nor any use or occupancy of the Work or any part
thereof by Owner, nor any act of acceptance by Owner, nor any failure to do so, nor any correction of
defective Work by Owner shall constitute an acceptance of Work not in accordance with the contract
documents or a release of Contractor's obligation to perform the Work in accordance with the
contract documents.
24. If Contractor fails to correct Work which is not in accordance with the Agreement, the Owner may
direct the Contractor to stop the Work until the correction is made.
25. Contractor shall promptly correct Work rejected by Owner as failing to conform to the requirements
of the Agreement and Contractor shall bear the cost of correcting such rejected Work.
26. Contractor warrants to Owner that: (1) materials and equipment furnished under the Agreement will
be new and of good quality; (2) the Work will be free from defects not inherent in the quality
required or permitted; defects are those identified by an Eagle County Official(s) and shall be judged
on quality by that Official(s) and (3) the Work will conform to the requirements of the Agreement.
27. Contractor warrants and guarantees to Owner that all Work will be in accordance with the Contract
Documents and will not be defective. Prompt notice of all defects shall be given to Contractor. If,
within one year after the date of completion, or such longer period of time as may be set forth in the
Agreement (including the Bid), prescribed by law, prescribed by the terms of any applicable warranty
given by a materials supplier or required by or a part of the Agreement, any Work is found to be
defective, Contractor shall promptly, without cost to Owner, and in accordance with Owner's written
instructions, either correct such defective Work, or, if it has been rejected by Owner, remove it from
the site, and replace it with nondefective work. If Contractor does not promptly comply with the
terms of such instructions, or in an emergency where delay would cause serious risk of loss or
damage, Owner may have the defective Work corrected or the rejected Work removed and replaced,
and all direct and indirect costs of such removal and replacement, including compensation for
additional professional services, shall be paid by Contractor.
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28. If Contractor defaults or neglects to carry out the Work in accordance with the Agreement and fails
within a seven day period after receipt of written notice from the Owner to correct such default or
neglect with diligence and promptness, the Owner may, without prejudice to other remedies, correct
such deficiencies. In such case, the Agreement may be terminated by Owner or a Change Order shall
be issued deducting the cost of correction from payments due the Contractor.
29. The performance of the Work may be terminated at any time in whole, or from time to time in part,
by Owner for its convenience. Any such termination shall be effected by delivery to Contractor of a
written notice ( "Notice of Termination ") specifying the extent to which performance of the Work is
terminated and the date upon which termination becomes effective. After receipt of a Notice of
Termination, and except as otherwise directed by Owner, Contractor shall, in good faith, and to the
best of its ability, do all things necessary, in the light of such notice and of such requests in
implementation thereof as Owner may make, to assure the efficient, proper closeout of the terminated
Work (including the protection of Owner's property). Among other things, Contractor shall, except as
otherwise directed or approved by Owner:
a. stop the Work on the date and to the extent specified in the Notice of Termination;
b. place no further orders or subcontracts for services, equipment or materials except as may be
necessary for completion of such portion of the Work as is not terminated;
c. terminate all orders and subcontracts to the extent that they relate to the performance of Work
terminated by the Notice of Termination;
d. assign to Owner, in the manner and to the extent directed by it, all of the right, title and
g Y g
interest of Contractor under the orders or subcontracts so terminated, in which case Owner
shall have the right to settle or pay any or all claims arising out of the termination of such
orders and subcontracts;
e. with the approval of Owner, settle all outstanding liabilities and all claims arising out of such
termination or orders and subcontracts; and
f. deliver to Owner, when and as directed by Owner, all documents and all property which, if
the Work had been completed, Contractor would be required to account for or deliver to
Owner, and transfer title to such property to Owner to the extent not already transferred.
In the event of such termination, there shall be an equitable reduction of the Contract Price to reflect the
reduction in the Work and no cost incurred after the effective date of the Notice of Termination shall be
treated as a reimbursable cost unless it relates to carrying out the un- terminated portion of the Work or taking
closeout measures.
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