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HomeMy WebLinkAboutC12-242 Ewing Trucking & Construction • AGREEMENT FOR CONSTRUCTION OF THE THE HOMESTEAD OPEN SPACE TRAILHEAD PARKING LOT THIS AGREEMENT is dated as of the I U day of , 2012, by and between Eagle County, Colorado, a body corporate and politic, acting by and t ugh its Board of County Commissioners ( "County" or "Owner ") whose address for purposes hereof is P.O. Box 850, 500 Broadway, Eagle, CO 81631 and Ewing Trucking & Construction, LLC., a company organized and existing by virtue of the laws of the State of Colorado (hereinafter referred to as "Ewing Trucking" or "Contractor ") whose principal place of business is 28 2 Street, Suite 212, Edwards, Colorado 81632, P.O. Box 2303, Edwards, CO. Owner and Contractor, in consideration of the mutual covenants set forth, agree as follows: ARTICLE 1— WORK 1.1. Contractor shall use licensed, skilled and competent laborers to complete all work as specified or indicated in the Homestead Open Space Parking Lot Grading Plan dated June 28, 2012, attached hereto as Exhibit A and incorporated herein by this reference (the "Work "). As a component of the Work, Contractor will be required to protect all construction areas from the public to prevent interference with the Work to be provided hereunder. The Work may also be referred to herein as the "Construction Services." 1.2. The intent of the Contract Documents is to include all items reasonably necessary for the proper execution and completion of the Work. The Contract Documents are complementary and what is required by anyone shall be binding as if required by all. Based on Contractor's careful review of the Contract Documents, Contractor acknowledges that the Contract Documents require completion of the Work in accordance with the terms hereof. 1.3. Contractor shall perform all the Work required by the Contract Documents or reasonably inferable therefrom, for the complete construction of the Project in accordance with the Contract Documents. Contractor shall provide and furnish all materials, supplies, equipment, tools, implements, all other facilities, and all other labor and supervision to accomplish the Work in accordance with Exhibit A. ARTICLE 2 - OWNER'S REPRESENTATIVE 2.1 The Project is under the authority of the County Engineer, the Manager of which, or her designee, shall be Owner's liaison with Contractor with respect to the performance of the Work. 2.2 Contractor's representative is Bart Ewing. 2.3 Neither Owner's nor Contractor's representative shall be changed with less than ten (10) days prior written notice to the other party. ARTICLE 3 - CONTRACT TIME C�a -�� 3.1 The Work will be completed and ready for final payment in accordance with the Contract Documents on or before 31 July, 2012. 3.2 Contractor shall employ all such additional labor, services and supervision, including such extra shifts and over time, as may be necessary to maintain and to achieve final payment in accordance with the Contract Documents on or before 31 July, 2012, all without an increase in the Contract Price. ARTICLE 4 - CONTRACT PRICE AND PAYMENT PROCEDURE 4.1 Owner shall pay Contractor, for Contractor's satisfactory performance of the Work under the Contract Documents, an amount not to exceed forty six thousand seven hundred eighty seven dollars ($46,787.00)(" Contract Price ") as set forth in Contractor's Proposal dated June 29, 2012, attached hereto as Exhibit B and incorporated herein by this reference. 4.2 Payment will be made upon satisfactory completion of the Work and final acceptance thereof by the County Representative. Contractor shall make an application for payment to Owner identifying the specific Work performed. Owner shall then pay Contractor for performance of the Work in accordance with the Contract Documents. Payment will be made for Work satisfactorily performed within thirty (30) days of receipt of a proper and accurate application for payment from Contractor respecting the completed Work. Upon request, Contractor shall provide Owner with such other supporting information as Owner may request. 4.2 Contractor acknowledges that Owner is a tax exempt entity and that Owner has appropriated funds for this Project in a sum equal to or in excess of the Contract Price. 4.3 Pursuant to the provisions of §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. 4.6 Owner may withhold payments due to Contractor, to such an extent as may be necessary to protect Owner from loss, because of defective work or material not remedied or the failure of Contractor to carry out the Work in accordance with this Agreement. ARTICLE 6 - CONTRACTOR'S REPRESENTATIONS In order to induce Owner to enter into this Agreement, Contractor makes the following representations: 2 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. 6.6 Contractor represents and warrants that it holds a license, permit or other special license, as required by law, to perform the Work required under the Contract Documents and shall keep and maintain such licenses, permits and special licenses in good standing and in full force and effect at all times while Contractor is performing the Work under the Contract Documents. 6.7 Contractor shall maintain insurance as set forth in the General Conditions. 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 including Exhibits A and Exhibit B hereto. 7.2 General Conditions attached as Exhibit C. The parties acknowledge and agree that this Agreement and the General Conditions 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. 3 ARTICLE 8- SUBCONTRACTS AND OTHER AGREEMENTS 8.1 Those portions of the Work that Contractor does not customarily perform with Contractor's own personnel shall be performed under subcontracts and (or) by other appropriate agreements with Contractor (individually a "Subcontract" and collectively "Subcontracts "). 8.2 All Subcontracts shall conform to provisions of this Agreement. Owner shall have the right to review and approve each form of Subcontract. 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 it 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 District Court for 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. 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: 4 Board of County Commissioners Engineering Department Eagle County, Colorado PO Box 850 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: Ewing Trucking & Construction, LLC PO Box 2303 Edwards, CO 81632 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 Contractor (hereinafter "Consultant" for purposes of paragraph 10.7) 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 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. 5 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. 10.8 Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under the Contract Documents, and all such accounting and control systems shall be satisfactory to Owner. Owner and Owner's accountants shall be afforded access to, and shall be permitted to audit and copy Contractor's records, books, correspondence, instructions, drawings, receipts, Subcontracts, purchase orders, vouchers, memoranda and other data relating to the Contract Documents and Contractor shall preserve these documents for a period of not less than three (3) years after final payment, or for such longer period as may be required by law. 9.9 Any indemnity, warranty or guaranty given by Contractor to Owner under the Contract Documents shall survive the expiration or termination of the Contract Documents and shall be binding upon Contractor until any action thereunder is barred by the applicable statute of limitations or as otherwise expressly provided on the Contract Documents. 9.10 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the service or property described in this Agreement. The Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any matter or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. 6 IN WITNESS WHEREOF, the parties have executed this Agreement this 10 day of , 2012. EAGLE COUNTY, COLORADO By and through its Board of County e ¢ Commissioners ATTEST v c::)% By: .. c° 69° BY: f JAL Clerk of the Board of fo.lrriorn■r■ _ County Commissioner- rman �JOc -� S1 ��`'� "Contractor": Ewing Trucking & Const tion, LLC STATE OF COLORADO .\‘' /� ` `,` �KATe 4 / �i ss: County of Eagle ��`P. "j• i OTApy. 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I \ m � I � A V WOO�m I :t 7483 \�m' � O�WN A� G \ CT O O N �1 �{ V 46 V W W \ I-'' mZ \ p1lwA P00 \�\ 7484 Ac a v CA ` 0:1 C �orn m V A C7 _ � I c I m I a z m m m N r J A A T O 00 (/1 �o I z N r o p cD L7 N W O O O I z N r p O � G7 m v rn Cn rn � V m W m � C)0 � o I z N r O p O G7 v HOMESTEAD OPEN SPACE 0 o i PARKING LOT D y ��� GRADING PLAN IN DA REVI 1 �P]/1013 REVISER GRANNG OWWTITIES EAGLE COUNTY ENGINEERING DEPARTMENT P.O. BOX 850, 500 BROADWAY EAGLE, CO 81631 9 70 328 -3560 FAX 970 3 28 -8789 ISSUED. SQ012 DMM: GM CNECNER: M t f ' HOMESTEAD PARKING LOT DESCRIPTION EST.QTY. UNITS UNIT PRICE TOTAL MOBILIZATION 1 L.S. 3500.00 3,500.00 EROSION LOG 435 L.F. 3.00 ' 1,305.00 CUT 1759 C.Y. 3.50 6,156.50 FILL 143 C.Y. 5.00 715.00 GRADE EXCESS DIRT INTO BERM 1 L.S. 11264.00 11,264.00 4" OF CLASS 6 (310 CY) 558 TON 26.50 14,787.00 4" OF CLASS 1 (35 CY) 63 TON 26.50 1,669.50 REVEGETATION 10500 S.F. 0.60 6,300.00 MAG CHLORIDE 1 L.S. 1090.00 1,090.00 TOTAL 46,787.00 Bart Ewing, Owner 6..- Date Ewing Trucking & Construct' n, LLC EXHIBIT . I 13. P.O. Box 2303 *Edwards, CO 81632 *Phone: 970 - 926 - 2770 *Fax: 970- 926 - 4736 'E- mail:bart @ewingtrucking.com GENERAL CONDITIONS TO AGREEMENT FOR CONSTRUCTION OF HOMESTEAD TRAILHEAD PARKING LOT ARTICLE 1 — DEFINITIONS Wherever used in these General Conditions or in the other Contract Documents, the following terms have the meanings indicated which are applicable to both the singular and plural thereof: ADDENDA: Written or graphic instruments issued prior to the opening of bids which clarify, correct, or change the bidding documents or the Contract Documents. AGREEMENT: The written agreement between OWNER and CONTRACTOR covering the Work to be performed; other Contract Documents are attached to the Agreement and made a part thereof as provided therein. APPLICATION FOR PAYMENT: The form accepted by ENGINEER which is to be used by CONTRACTOR in requesting progress or final payment, and which is to include such supporting documentation as is required by the Contract Documents. BID: The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed. BONDS: Bid, performance, and payment bonds, and other instruments of security. CHANGE ORDER: A written order to CONTRACTOR signed by OWNER authorizing an addition, deletion, or revision in the Work, or an adjustment in the Contract Price or the Contract Time issued after the effective date of the Agreement. CONTRACT DOCUMENTS: Those documents set forth in Article 7 of the Agreement. CONTRACT PRICE: The monies payable by OWNER to CONTRACTOR under the Contract Documents as stated in the Agreement. CONTRACT TIME: The number of days (computed as provided in paragraph 16.2), or the date stated in the Agreement for the completion of the Work. CONTRACTOR: The person, firm, or corporation with whom OWNER has entered into the Agreement. DAY: A calendar day of twenty -four hours measured from midnight to the next midnight. DEFECTIVE: An adjective which, when modifying the word "Work," refers to Work that is unsatisfactory, faulty or deficient, or does not meet the requirements of any inspection, test, or approval referred to in the Contract Documents, or has been damaged prior to ENGINEER'S recommendation of final payment or prior to the guarantee period under paragraph 13.12. DRAWINGS: The drawings which show the character and scope of the Work to be performed, and which have been prepared or approved by ENGINEER, and are referred to in the Contract Documents. EFFECTIVE DATE OF THE AGREEMENT: The date indicated in the Agreement on which it becomes effective, but, if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. EXHIBIT ENGINEER: The Eagle County Engineer. FIELD ORDER: A written order issued by ENGINEER which orders minor changes in the Work in accordance with paragraph 10.2, but which does not involve a change in the Contract Price or the Contract Time. MODIFICATION: A written amendment of the Contract Documents signed by both parties. A modification may only be issued after the effective date of the Agreement. The Contract Documents only create a contractual relationship between Owner and Contractor. NOTICE OF AWARD: The written notice by OWNER to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified, OWNER will sign and deliver the Agreement. NOTICE TO PROCEED: A written notice given by OWNER to CONTRACTOR (with a copy to ENGINEER) fixing the date on which the Contract Time will commence to run, and on which CONTRACTOR shall start to perform his obligation under the Contract Documents. OWNER: The public body or authority, corporation, association, partnership, or individual with whom CONTRACTOR has entered into the Agreement, and for whom the Work is to be provided. PROJECT: The Homestead Trailhead Parking Lot Project. The total construction of which the Work to be provided under the Contract Documents may be the whole or a part, as indicated elsewhere in the Contract Documents. RESIDENT PROJECT REPRESENTATIVE: The authorized representative of ENGINEER who is assigned to the site or any part thereof. SHOP DRAWINGS: All drawings, diagrams, illustrations, schedules, and other data which are specifically prepared by CONTRACTOR, a subcontractor, manufacturer, fabricator, supplier, or distributor to illustrate some portion of the work, and all illustrations, brochures, standard schedules, performance charts, instructions, diagrams, and other information prepared by a manufacturer, fabricator, supplier, or distributor and submitted by CONTRACTOR to illustrate material or equipment for some portion of the Work. SPECIFICATIONS: Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. SUBSTANTIAL COMPLETION: The Work (or a specified part thereof) has progressed to the point where, in the opinion of ENGINEER as evidenced by his definitive certificate of substantial completion, it is sufficiently complete, in accordance with the Contract Documents, so that the Work (or specified part) can be utilized for the purposes for which it was intended; or if there be no such certificate issued, when final payment is due in accordance with paragraph 14.13. The terms "substantially complete" and "substantially completed" as applied to any Work refer to substantial completion thereof WORK: The entire completed construction or the various separately identifiable parts thereof required to be furnished under the Contract Documents. Work is the result of performing services, furnishing and incorporating materials and equipment into all construction, all as required by the Contract Documents and includes all labor, materials, equipment and services provided or to be provided by CONTRACTOR or to fulfill CONTRACTOR'S obligations. ARTICLE 2 — PRELIMINARY MATTERS 2 COMMENCEMENT OF WORK NOTICE TO PROCEED: 2.1 The Work is to commence upon issuance of a Notice to Proceed by OWNER. No Work shall be done at the site prior to the date on which a Notice to Proceed is issued. BEFORE STARTING CONSTRUCTION: 2.2 Before undertaking each part of the Work, CONTRACTOR shall carefully study and compare the Contract Documents and check and verify pertinent figures shown thereon and all applicable field measurements. CONTRACTOR shall promptly report in writing to ENGINEER any conflict, error, or discrepancy which CONTRACTOR may discover; however, CONTRACTOR shall not be liable to OWNER or ENGINEER for failure to report any conflict, error, or discrepancy in the Drawings or Specifications, unless CONTRACTOR had actual knowledge thereof, or should reasonably have known thereof. 2.3 Before any Work at the site is started, CONTRACTOR shall deliver to OWNER, with a copy to ENGINEER, certificates of insurance (and other evidence of insurance requested by OWNER) which CONTRACTOR is required to purchase and maintain in accordance with Article 5. ARTICLE 3 — CONTRACT DOCUMENTS: INTENT AND REUSE INTENT: 3.1 The Contract Documents comprise the entire agreement between OWNER and CONTRACTOR concerning the Work. They may be altered only by a Modification. 3.2 The Contract Documents are complementary; what is called for by one is as binding as if called for by all. If during the performance of the Work, CONTRACTOR finds a conflict, error, or discrepancy in the Contract Documents, he shall report it to ENGINEER in writing at once and before proceeding with the Work affected thereby; however, CONTRACTOR shall not be liable to OWNER or ENGINEER for failure to report any conflicts, error, or discrepancy in the Specifications or Drawings unless CONTRACTOR had actual knowledge thereof, or should reasonably have known thereof. 3.3 The Contract documents include those documents set forth in Article 7 of the Agreement. 3.4 It is the intent of the specifications and drawings to describe a complete Project (or part thereof) to be constructed in accordance with the Contract Documents. Any Work that may reasonably be inferred from the specifications or drawings as being required to produce the intended result shall be supplied whether or not it is specifically called for. When words which have a well -known technical or trade meaning are used to describe work, materials, or equipment, such words shall be interpreted in accordance with such meaning. References to codes of any technical society, organization, or association, or to the code of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, or code in effect at the time of opening of bids (or on the effective date of the agreement if there were no bids), except as may be otherwise specifically stated. However, no provision of any referenced standard specification, manual, or code (whether or not specifically incorporated by reference in the contract documents) shall change the duties and responsibilities of OWNER, CONTRACTOR, or ENGINEER, or any of their agents or employees from those set forth in the Contract Documents. Clarifications and interpretations of the Contract Documents shall be issued by ENGINEER. 3.5 The Contract Documents will be governed by the laws of the State of Colorado. REUSE OF DOCUMENTS: 3 3.6 Neither CONTRACTOR nor any Subcontractor, manufacturer, fabricator, supplier, or distributor shall have or acquire any title to or ownership rights in any of the drawings, specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of ENGINEER; and they shall not reuse any of them on extensions of the Project, or any other project, without written consent of OWNER and ENGINEER, and specific written verification or adaptation by ENGINEER. ARTICLE 4 — AVAILABILITY OF LANDS; PHYSICAL CONDITIONS; REFERENCE POINTS AVAILABILITY OF LANDS: 4.1 OWNER shall furnish, as indicated in the Contract Documents, the lands upon which the Work is to be performed, rights -of -way for access thereto, and such other lands which are designated for the use of CONTRACTOR. Easements for permanent structures, or permanent changes in existing facilities, will be obtained and paid for by OWNER, unless otherwise provided in the Contract Documents. If CONTRACTOR believes that any delay in OWNER'S furnishing these lands or easements entitles him to an extension of the Contract Time, CONTRACTOR may apply to OWNER for an extension of time. CONTRACTOR shall provide for all additional lands and access hereto that may be required for temporary construction facilities or storage of materials and equipment. PHYSICAL CONDITIONS — INVESTIGATIONS AND REPORTS: 4.2 Reference is made to the supplementary conditions for identification of those reports of investigations and tests of subsurface and latent physical conditions at the site or otherwise affecting cost, progress, or performance of the work which have been relied upon by ENGINEER in the preparation of the drawings and specifications. Such reports are not part of the Contract Documents. UNFORESEEN PHYSICAL CONDITIONS: 4.3 CONTRACTOR shall promptly notify OWNER and ENGINEER in writing of any subsurface or latent physical conditions at the site or in an existing structure differing materially from those indicated or referred to in the Contract Documents. ENGINEER will promptly review those conditions and advise OWNER in writing if further investigation or tests are necessary. Promptly thereafter, OWNER shall obtain the necessary additional investigations and tests, and furnish copies to ENGINEER and CONTRACTOR. If ENGINEER finds that the results of such investigations or tests indicate that there are subsurface or latent physical conditions which differ materially from those intended in the Contract Documents, and which could not reasonably have been anticipated by CONTRACTOR, a change order shall be issued incorporating the necessary revisions. REFERENCE POINTS: 4.4 OWNER shall provide engineering surveys for construction to establish reference points which in his judgment are necessary to enable CONTRACTOR to proceed with the Work. CONTRACTOR shall be responsible for laying out the Work (unless otherwise specified in the general requirements), shall protect and preserve the established reference points, and shall make no changes nor relocations without the prior written approval of OWNER. CONTRACTOR shall report to ENGINEER whenever any reference point is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for replacement or relocation of such reference points by professional qualified personnel. ARTICLE 5 - INSURANCE: 5.1 CONTRACTOR'S Liability 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 4 CONTRACTOR'S operations under the Agreement, 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. 5.1.1 Claims under Workmen's Compensation, disability benefits, and other similar employee benefit acts; 5.1.2 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; 5.1.3 Claims for damage because of bodily injury, sickness or disease, or death of any person other than his employees, and claims insured by usual personal injury liability coverage; 5.1.4 Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom. Workmen's Compensation insurance shall provide coverage as required by the laws of the State of Colorado. Insurance covering claims for damages to persons or property required by the preceding paragraph (except subparagraph 5.1.1) shall be in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $2,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 Aggregate: $2,000,000 and shall be furnished in types specified as follows: 5.1.5 CONTRACTOR'S Liability Insurance issued to and covering the liability for damage imposed by law upon the CONTRACTOR and each Subcontractor with respect to all Work performed by them under the Agreement . 5.16 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. 5.1.7 Completed Operations Liability Insurance issued to and covering the liability for damage imposed by law upon the CONTRACTOR and each Subcontractor arising between the date of final cessation of the Work, and the date of final acceptance thereof out of that part of the Work performed by each. 5.1.8 Comprehensive Automobile Insurance shall be carried in the amount of $500,000 /$1,000,000 for bodily injury and $500,000 for property damage, each occurrence. All liability and property 5 damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. 5.2 Subcontractor's Insurance: Before permitting any of his Subcontractors to perform any Work under this Agreement, 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. 5.3 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 has been obtained and certificates with the proper endorsements have been filed with the OWNER. Failure of the CONTRACTOR to comply with the foregoing insurance requirement shall in no way waive the OWNER'S rights hereunder. ARTICLE 6 — CONTRACTOR'S RESPONSIBILITIES SUPERVISION AND SUPERINTENDENCE: 6.1 CONTRACTOR shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction, including any design work performed by CONTRACTOR or its Subcontractors, but CONTRACTOR shall not be solely responsible for the negligence of others in the design or selection of a specific means, method, technique, sequence, or procedure of construction which is indicated in and required by the Contract Documents. CONTRACTOR shall be responsible to see that the finished Work complies accurately with the Contract Documents. 6.2 CONTRACTOR shall keep on the Work at all times during its progress a competent resident superintendent, who shall not be replaced without written notice to OWNER and ENGINEER except under extraordinary circumstances. The superintendent will be CONTRACTOR'S representative at the site and shall have authority to act on behalf of CONTRACTOR. All communications given to the superintendent shall be as binding as if given to CONTRACTOR. LABOR, MATERIALS AND EQUIPMENT: 6.3 CONTRACTOR shall provide competent, suitably qualified personnel to survey and lay out the Work, and perform construction as required by the Contract Documents. CONTRACTOR shall at all times maintain good discipline and order at the site. 6.4 CONTRACTOR shall furnish all materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, and sanitary facilities, and all other facilities and incidentals necessary for the execution, testing, initial operation, and completion of Work. 6.5 All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Documents. If required by ENGINEER, CONTRACTOR shall furnish satisfactory evidence (including reports of required test) as to the kind and quality of materials and equipment. 6 • 6.6 All materials and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the instructions of the applicable manufacturer, fabricator, supplier, or distributor, except as otherwise provided in the Contract Documents. EQUIVALENT MATERIALS AND EQUIPMENT: 6.7 Whenever materials or equipment are specified or described in the drawings or specifications by using the name of a proprietary item, or the name of a particular manufacturer, fabricator, supplier, or distributor, the naming of the item is intended to establish the type, function, and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or equipment of other manufacturers, fabricators, suppliers, or distributors may be accepted by ENGINEER if sufficient information is submitted by CONTRACTOR to ENGINEER to determine that the material or equipment proposed is equivalent to that named. The procedure for review by ENGINEER will be as set forth in paragraphs 6.8.1 and 6.8.2 below as supplemented in the general requirements. 6.7.1 Requests for review of substitute items of material and equipment will not be accepted by ENGINEER from anyone other than CONTRACTOR. If CONTRACTOR wishes to furnish or use a substitute item of material or equipment, CONTRACTOR shall make written application to ENGINEER for acceptance thereof, certifying that the proposed substitute will perform adequately the functions called for by the general design, be similar and of equal substance to that specified and be suited to the same use and capable of performing the same function as that specified. The application will state whether or not acceptance of the substitute for use in the Work will require a change in the drawings or specifications to adapt the design to the substitute and whether or not incorporation or use of the substitute in connection with the Work is subject of payment of any license fee or royalty. All variations of the proposed substitute from that specified shall be identified in the application and available maintenance, repair and replacement service will be indicated. The application will also contain an itemized estimate of all costs or savings that will result directly or indirectly from acceptance of such substitute, including costs of redesign and claims of other contractors affected by the resulting change, all of which shall be considered by ENGINEER in evaluating the proposed substitute. ENGINEER may require CONTRACTOR to furnish, at CONTRACTOR'S expense, additional data about the proposed substitute. ENGINEER will be the sole judge of acceptability, and no substitute will be ordered or installed without ENGINEER'S prior written acceptance. OWNER may require CONTRACTOR to furnish, at CONTRACTOR'S expense, a special performance guarantee or other surety with respect to any substitute. 6.7.2 ENGINEER will record time required by ENGINEER and ENGINEER'S consultants in evaluating substitutions proposed by CONTRACTOR and in making changes in the drawings or specifications occasioned thereby, whether or not ENGINEER accepts a proposed substitute. CONTRACTOR shall reimburse OWNER for the charges of ENGINEER and ENGINEER'S consultants for evaluating any proposed substitute. CONCERNING SUBCONTRACTORS: 6.8 CONTRACTOR shall not employ any Subcontractor or other person or organization (including those who are to furnish the principal items of materials or equipment), whether initially or as a substitute, against whom OWNER or ENGINEER may have reasonable objection. A Subcontractor or other person or organization identified in writing to OWNER and ENGINEER by CONTRACTOR prior to the Notice of Award, and not objected to in writing by OWNER or ENGINEER prior to the Notice of Award, will be deemed acceptable to OWNER and ENGINEER. Acceptance of any Subcontractor, other person or organization by OWNER or ENGINEER shall not constitute a waiver of any right of OWNER or ENGINEER to reject defective work. If OWNER or ENGINEER, after due investigation, has reasonable objection to any Subcontractor, or other person or organization proposed by CONTRACTOR after the 7 Notice of Award, CONTRACTOR shall submit an acceptable substitute, and the Contract Price shall be increased or decreased by the difference in cost occasioned by such substitution, and an appropriate change order shall be issued. CONTRACTOR shall not be required to employ any Subcontractor, other person or organization against whom CONTRACTOR has reasonable objection. 6.9 CONTRACTOR shall be fully responsible for all acts and omissions of his Subcontractors, and of persons and organizations directly or indirectly employed by them, and of persons and organizations for whose acts any of them may be liable to the same extent that CONTRACTOR is responsible for the acts and omissions of persons directly employed by CONTRACTOR. Nothing in the Contract Documents shall create a contractual relationship between OWNER or ENGINEER and any Subcontractor or other person or organization having a direct contract with CONTRACTOR, nor shall it create any obligation on the part of OWNER or ENGINEER to pay or to see to the payment of any monies due any Subcontractor, or other person or organization, except as may otherwise by required by law. OWNER or ENGINEER may furnish to any Subcontractor or other person or organization, to the extent practicable, evidence of amounts paid to CONTRACTOR on account of specific Work done. 6.10 The divisions and sections of the specifications and the identifications of any drawings shall not control CONTRACTOR in dividing the Work among Subcontractors, or delineating the Work to be performed by any specific trade. 6.11 All Work performed for CONTRACTOR by a Subcontractor will be pursuant to an appropriate agreement between CONTRACTOR and the Subcontractor which specifically binds the Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of the OWNER and ENGINEER. CONTRACTOR shall pay each Subcontractor a just share of any insurance monies received by CONTRACTOR on account of losses under policies issued pursuant to paragraph 5.6. PERMITS: 6.12 Unless otherwise provided in the Contract Documents, CONTRACTOR shall obtain and pay for all construction permits and licenses. OWNER shall assist CONTRACTOR, when necessary, in obtaining such permits and licenses. CONTRACTOR shall pay all governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable at the time of opening of bids. CONTRACTOR shall pay all charges of utility service companies for connections to the Work, and OWNER shall pay all charges of such companies for capital costs related thereto. LAWS AND REGULATIONS: 6.13 CONTRACTOR shall give all notices and comply with all laws, ordinances, rules, and regulations applicable to the Work. If CONTRACTOR observes that the specifications or drawings are at variance therewith, CONTRACTOR shall give ENGINEER prompt written notice thereof, and any necessary changes shall be adjusted by an appropriate modification. If CONTRACTOR performs any Work knowing, or having reason to know, that it is contrary to such laws, ordinances, rules, and regulations, and without such notice to ENGINEER, CONTRACTOR shall bear all costs arising therefrom; however, it shall not be CONTRACTOR'S primary responsibility to make certain that the specifications and drawings are in accordance with such laws, ordinances, rules, and regulations. USE OF PREMISES: 6.14 CONTRACTOR shall confine construction equipment, the storage of materials and equipment, and the operations of workmen to areas permitted by law, ordinances, permits, or the requirements of the Contract Documents, and shall not unreasonably encumber the premises with construction equipment or other materials or equipment. 8 6.15 During the progress of the Work, CONTRACTOR shall keep the premises free from accumulations of waste materials, rubbish, and other debris resulting from the Work. At the completion of the Work, CONTRACTOR shall remove all waste materials, rubbish, and debris from and about the premises as well as all tools, appliances, construction equipment, and machinery, and surplus materials, and shall leave the site clean and ready for occupancy by OWNER. CONTRACTOR shall restore to their original condition those portions of the site not designated for alteration by the Contract Documents. 6.16 CONTRACTOR shall not load, nor permit any part of any structure to be loaded, in any manner that will endanger the structure, nor shall CONTRACTOR subject any part of the Work or adjacent property to stresses or pressures that will endanger it. RECORD DOCUMENTS: 6.17 CONTRACTOR shall keep one record copy of all specifications, drawings, addenda, modifications, shop drawings, and samples at the site in good order and annotated to show all changes made during the construction process. These shall be available to ENGINEER for examination and shall be delivered to ENGINEER for OWNER upon completion of the Work. SAFETY AND PROTECTION: 6.18 CONTRACTOR shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. CONTRACTOR shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to: 6.18.1 all employees on the Work and other persons who may be affected thereby, 6.18.2 all the work and all materials or equipment to be incorporated therein, whether in storage on or off the site, and 6.18.3 other property at the site, or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation or replacement in the course of construction. CONTRACTOR shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public body having jurisdiction for the safety of persons or property, or to protect them from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. CONTRACTOR shall notify owners of adjacent property and utilities when prosecution of the Work may affect them. All damage, injury, or loss to any property referred to in paragraph 6.21.2 or 6.21.3 caused, directly or indirectly, in whole or in part, by CONTRACTOR, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, shall be remedied by CONTRACTOR (except damage or loss attributable to the sole fault of drawings or specifications, or to the acts or omissions of OWNER or ENGINEER, or anyone employed by either of them, or anyone for whose acts either of them may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of CONTRACTOR). CONTRACTOR'S duties and responsibilities for the safety and protection of the Work shall continue until such time as all the Work is completed and ENGINEER has issued a notice to OWNER and CONTRACTOR, in accordance with paragraph 14.13, that the Work is acceptable. CONTINUING THE WORK: 6.19 CONTRACTOR shall carry on the Work and maintain the progress schedule during all disputes or disagreements with OWNER. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as CONTRACTOR and OWNER may otherwise agree in writing. 9 INDEMNIFICATION: 6.20 To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold harmless OWNER and ENGINEER, and their officials, agents and employees, from and against all claims, damages, liabilities, losses, and expenses including, but not limited to, attorney's fees arising out of, or resulting from, the performance of the Work, provided that any such claim, damage, liability, loss, or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property including the loss of use resulting therefrom or is caused, in whole or in part, by any negligent act or omission of CONTRACTOR, any Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Nothing in the contract shall be interpreted that the OWNER waives its sovereign immunity granted under Colorado Governmental Immunity Act or other applicable law. 6.21 In any and all claims against OWNER or ENGINEER, or any of their agents or employees, by any employee of CONTRACTOR, any Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under paragraph 6.31 shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for CONTRACTOR or any Subcontractor under worker's or workmen's compensation acts, disability benefit acts, or other employee benefit acts. ARTICLE 8 — OWNER'S RESPONSIBILITIES 8.1 OWNER shall issue all communications to CONTRACTOR through OWNER OR ENGINEER. 8.2 ENGINEER will make visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality of the executed Work and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. ENGINEER will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. ENGINEER'S efforts will be directed toward providing for OWNER a greater degree of confidence that the completed Work will conform to the contract documents. On the basis of such visits and on -site observations, as an experienced and qualified design professional, ENGINEER will keep OWNER informed of the progress of the Work, and will endeavor to guard OWNER against defects and deficiencies in the Work. REJECTING DEFECTIVE WORK: 8.3 ENGINEER will have authority to disapprove or reject Work which is defective, and will also have authority to require special inspection or testing of the Work as fabricated, installed, or completed. ARTICLE 9 — ROLE OF ENGINEER: 9.1 ENGINEER will be the initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the Work thereunder. Claims, disputes, and other matters relating to the acceptability of the Work, or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the Work, shall be referred initially to ENGINEER in writing with a request for a formal decision which ENGINEER will render in writing within a reasonable time. ARTICLE 10 — CHANGES IN THE WORK 10.1 ENGINEER may authorize minor changes in the Work, not involving an adjustment in the Contract Price, which are consistent with the overall intent of the Contract Documents. These may be accomplished by a field order, and shall be binding on OWNER, and also on CONTRACTOR who shall perform the change promptly. Changes that involve an adjustment to the Contract Price must be accomplished through a written amendment to the Agreement. 10 ARTICLE 11 — WARRANTY AND GUARANTEE; TESTS AND INSPECTION; CORRECTION, REMOVAL OR ACCEPTANCE OF DEFECTIVE WORK WARRANTY AND GUARANTEE: 11.1 CONTRACTOR warrants and guarantees to OWNER and ENGINEER that all Work will be in accordance with the Contract Documents and will not be defective. Prompt notice of all defects shall be given to CONTRACTOR. All defective Work, whether or not in place, may be rejected, corrected, or accepted as provided in this Article 13. ACCESS TO WORK: 11.2 ENGINEER, ENGINEER'S representatives, other representatives of OWNER, testing agencies, and governmental agencies with jurisdictional interests will have access to the Work at reasonable times for their observation, inspection and testing. CONTRACTOR shall provide proper and safe conditions for such access. TESTS AND INSPECTIONS: 11.3 CONTRACTOR shall give ENGINEER timely notice of readiness of work for all required inspections, tests or approvals. 11.4 If any law, ordinance, rule, regulation, code, or order of any public body having jurisdiction requires any Work (or part thereof) to specifically be inspected, tested, or approved, CONTRACTOR shall assume full responsibility therefore, pay all costs in connection therewith, and furnish ENGINEER the required certificates of inspection, testing, or approval. CONTRACTOR shall also be responsible for and shall pay all costs in connection with any inspection or testing required in connection with OWNER'S or ENGINEER'S acceptance of a manufacturer, fabricator, supplier or distributor of materials or equipment proposed to be incorporated in the Work, or of materials or equipment submitted for approval prior to CONTRACTOR'S purchase thereof for incorporation of the Work. The cost of all other inspections, tests, and approvals required by the Contract Documents shall be paid by OWNER (unless otherwise specified). 11.5 Any inspections, tests, or approvals, other than those required by law, ordinance, rule, regulation, code, or order of any public body having jurisdiction, shall be performed by organizations acceptable to OWNER and CONTRACTOR (or by ENGINEER if so specified). 11.6 If any Work that is to be inspected, tested, or approved is covered without written concurrence of ENGINEER, it must, if requested by ENGINEER, be uncovered for observation. Such uncovering shall be at CONTRACTOR'S expense, unless CONTRACTOR has given ENGINEER timely notice of CONTRACTOR'S intention to cover such Work and ENGINEER has not acted with reasonable promptness in response to such notice. 11.7 Neither observations by ENGINEER nor inspections, tests, or approvals by others shall relieve CONTRACTOR from his obligations to perform the Work in accordance with the Contract Documents. OWNER MAY STOP THE WORK: 11.10 If the Work is defective, or CONTRACTOR fails to supply sufficient skilled workmen or suitable materials or equipment, OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any other party. 11 CORRECTION OR REMOVAL OF DEFECTIVE WORK: 11.11 If required by ENGINEER, CONTRACTOR shall promptly, without cost to OWNER and as specified by ENGINEER, either correct any defective Work, whether or not fabricated, installed, or completed, or, if the Work has been rejected by ENGINEER, remove it from the site and replace it with nondefective Work in a manner acceptable to the ENGINEER. TWO YEAR CORRECTION PERIOD: 11.12 If, within two years after the date of substantial completion, or such longer period of time as may be prescribed by law, or by the terms of any applicable special guarantee required by the Contract Documents, or by any other specific provision of the Contract Documents, any Work is found to be defective, CONTRACTOR shall promptly, without cost to OWNER, and in accordance with OWNER'S written instructions, either correct such defective Work, or, if it has been rejected by OWNER, remove it from the site, and replace it with nondefective Work. If CONTRACTOR does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, OWNER may have the defective Work corrected or the rejected Work removed and replaced, and all direct and indirect costs of such removal and replacement, including compensation for additional professional services, shall be paid by CONTRACTOR. ACCEPTANCE OF DEFECTIVE WORK: 12.13 If, instead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to ENGINEER'S recommendation of final payment,) prefers to accept it, OWNER may do so. In such case, if acceptance occurs prior to ENGINEER'S recommendation of final payment, a change order shall be issued incorporating the necessary revisions in the Contract Price; or, if the acceptance occurs after such recommendation, an appropriate amount shall be paid by CONTRACTOR to OWNER. OWNER MAY CORRECT DEFECTIVE WORK: 11.14 If CONTRACTOR fails, within a reasonable time after written notice of ENGINEER, to proceed to correct defective Work, or to remove and replace rejected Work as required by ENGINEER in accordance with paragraph 13.11, or if CONTRACTOR fails to perform the Work in accordance with the Contract Documents (including any requirements of the progress schedule), OWNER may, after seven days written notice to CONTRACTOR, correct and remedy any such deficiency. In exercising his rights under this paragraph OWNER shall proceed expeditiously. To the extent necessary to complete corrective and remedial action, OWNER may exclude CONTRACTOR from all part of the site, take possession of all or part of the Work, and suspend CONTRACTOR'S services related thereto, take possession of CONTRACTOR'S tools, appliances, construction equipment, and machinery at the site, and incorporate in the Work all materials and equipment stored at the site, or for which OWNER has paid CONTRACTOR, but which are stored elsewhere. CONTRACTOR shall allow OWNER, OWNER'S representatives, agents, and employees such access to the site as may be necessary to enable OWNER to exercise his rights under this paragraph. All direct and indirect costs of OWNER in exercising such rights shall be charged against CONTRACTOR in an amount verified by ENGINEER, and a change order shall be issued incorporating the necessary revisions in the Contract Documents and a reduction in the Contract Price. Such direct and indirect costs shall include, in particular but without limitation, compensation for additional professional services required, and all costs of repair and replacement of work of others destroyed or damaged by correction, removal, or replacement of CONTRACTOR'S defective Work. CONTRACTOR shall not be allowed an extension of the Contract Time because of any delay in performance of the Work attributable to the exercise by OWNER of OWNER'S rights hereunder. 12 ARTICLE 12 - FINAL INSPECTION, ACCEPTANCE, PAYMENT AND WAIVER: 12.1 Upon written notice from CONTRACTOR that the Work is complete, ENGINEER will make a final inspection with OWNER and CONTRACTOR, and will notify CONTRACTOR in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. CONTRACTOR shall immediately take such measures as are necessary to remedy such deficiencies. 12.2 If, on the basis of ENGINEER'S observation of the Work during construction and final inspection, and ENGINEER'S review of the final application for payment and accompanying documentation, all as required by Contract Documents, ENGINEER is satisfied that the Work has been completed and CONTRACTOR has fulfilled all of his obligations under the Contract Documents, ENGINEER will, within ten days after receipt of the final application for payment, indicate in writing his recommendation of payment, and present the application to OWNER for payment. Thereupon, ENGINEER will give written notice to OWNER and CONTRACTOR that the Work is acceptable subject to the provisions of paragraph 14.15. Otherwise, ENGINEER will return the application to CONTRACTOR, indicating in writing the reasons for refusing to recommend final payment, in which case CONTRACTOR shall make the necessary corrections, and resubmit the application. If the application and accompanying documentation are appropriate as to form and substance, OWNER shall, within thirty days after receipt thereof, pay CONTRACTOR the amount recommended by ENGINEER. 12.3 The making and acceptance of final payment shall constitute a waiver of all claims by CONTRACTOR against OWNER other than those previously made in writing and still unsettled. 13